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EXHIBIT 4.3
GUARANTY
THIS GUARANTY is executed as of ________________, 1996, by Striker
Industries, Inc., a Delaware corporation (the "Guarantor"), for the benefit of
each holder (a "Holder") of the Convertible Subordinated Promissory Notes (each
a "Note") issued by West Oxford Industries, Inc. (The "Borrower").
Guarantor guarantees to Holder the prompt payment at maturity (by
acceleration or otherwise), and at all times thereafter, of the Guaranteed Debt
(defined below), as follows:
1. "Guaranteed Debt" shall mean the Notes, including all principal and
interest payable thereon. Unless otherwise stated, terms defined in the Note
have the same meanings when used in this Guaranty.
2. If Guarantor becomes liable for any indebtedness owing by Borrower
to Holder, other than under this Guaranty, such liability will not be in any
manner impaired or affected by this Guaranty, and the rights of Holder under
this Guaranty are cumulative of any and all other rights that Holder may ever
have against Guarantor. The exercise by Holder of any right or remedy under this
Guaranty or otherwise will not preclude the concurrent or subsequent exercise of
any other right or remedy.
3. Holder shall notify Guarantor in writing of any Default or Potential
Default prior to exercising any remedies for such Default and Guarantor shall
have the right to cure any such Default or Potential Default within thirty
Business Days after receiving any such notice. If, while a Default exists,
Borrower fails to pay the entire unpaid balance of the Obligation then due and
payable and Guarantor fails to cure such Default within thirty Business Days
after receiving notice of such Default from Holder, then Guarantor shall, on
demand and without further notice of dishonor and without any notice having been
given to Guarantor previous to such demand of either the acceptance by Holder of
this Guaranty or the creation or incurrence of any Guaranteed Debt, pay the
amount of the Guaranteed Debt then due and payable to Holder, and it is not
necessary for Holder, in order to enforce such payment by Guarantor, first or
contemporaneously to institute suit or exhaust remedies against Borrower or
others liable on such indebtedness or to enforce rights against any collateral
securing such indebtedness.
4. This Guaranty benefits Holder and its successors and permitted
assigns and binds Guarantor and its successors and permitted assigns. The rights
and benefits of the Guaranty may not be transferred.
STRIKER INDUSTRIES, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: President and CEO
