1
EXHIBIT 10.3
GUARANTY
This GUARANTY is made as of the 26th day of February, 1998 by each of the
undersigned guarantors, to Comerica Bank, as Agent ("Agent") for and on behalf
of the Banks (as defined below).
RECITALS
A. Pursuant to that certain Alrenco Credit Agreement dated as of
February 26, 1998 (as amended or otherwise modified from time to time, the
"Credit Agreement") by and among Alrenco, Inc., an Indiana corporation (the
"Company"), Agent and the banks which are named in and signatories to the Credit
Agreement ("Banks"), the Banks have agreed to extend credit to Company on the
terms set forth in the Credit Agreement, with such credit consisting of (i) the
Revolving Credit in an aggregate amount, subject to the terms of the Credit
Agreement, of up to Fifty Million Dollars ($50,000,000), as such amount may be
increased by an amount up to Fifty Million Dollars ($50,000,000) pursuant to
Section 2.10 of the Credit Agreement at any one time outstanding, to be
evidenced by the Revolving Credit Notes made or to be made by the Company to the
Banks ("Revolving Credit Notes"); (ii) a Swing Line facility to be evidenced by
the Swing Line Notes made or to be made by Company ("Swing Line Note"); and
(iii) a facility for the issuance of letter(s) of credit ("Letter(s) of Credit")
for the account of the Company, individually, or jointly and severally with
other Account Parties pursuant to Section 3 of the Credit Agreement, subject to
specified availability thereunder.
B. As a condition to entering into and performing their respective
obligations under the Credit Agreement, the Banks and the Agent have required
that the Guarantors provide to Agent, for and on behalf of the Banks, among
other guaranties, this Guaranty.
C. Each of the Guarantors desires to see the success of the Company
and, furthermore, shall receive direct and/or indirect benefits from extensions
of credit made or to be made pursuant to the Credit Agreement to the Company.
D. The Agent is acting as Agent for the Banks pursuant to Section 13
of the Credit Agreement.
NOW, THEREFORE, as a continuing inducement to the Agent and the Banks to
enter into and perform its obligations under the Credit Agreement, each of the
Guarantors has executed and delivered this guaranty ("Guaranty").
1. Definitions. Unless otherwise provided herein, all capitalized
terms used in this Guaranty shall have the meanings specified in the Credit
Agreement. The term "Banks" as used
2
herein shall include any successors or permitted assigns of the Banks, in
accordance with the Credit Agreement.
2. Guaranty. Each of the Guarantors hereby guarantees to the Banks
the punctual payment to the Banks when due, whether by acceleration or
otherwise, of all amounts, including, without limitation, principal, interest
(including interest accruing on or after the filing of any petition in
bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding by such Guarantor, whether or not a claim for post-filing or
post-petition interest is allowed in such a proceeding), and all other
liabilities and obligations, direct or indirect, absolute or contingent, due or
to become due, now existing or hereafter incurred, which may arise under, out
of, or in connection with:
(a) any and all Revolving Credit Notes made or to be made to
the order of the Banks (or any of them) by the Company, from time to time
pursuant to the terms and conditions of the Credit Agreement;
(b) the Swing Line Note made or to be made to the order of the
Swing Line Bank by the Company, from time to time pursuant to the terms
and conditions of the Credit Agreement;
(c) any and all Letter of Credit Agreements executed or to be
executed by the Company or the other Account Parties and any of them,
from time to time pursuant to the Credit Agreement, and any Letters of
Credit issued or to be issued thereunder;
(d) all other Indebtedness (as defined in the Credit Agreement)
of the Company, any other Guarantor and/or any Account Party, under or in
connection with the Credit Agreement or the other Loan Documents, whether
such Indebtedness is now existing or hereafter arising; and
(e) all extensions, renewals and amendments of or to the
Revolving Credit Notes and/or the Swing Line Note (collectively, and
either or any of such notes, the "Notes"), Letter of Credit Agreements,
Letters of Credit or such other Indebtedness, or any replacements or
substitutions therefor;
whether on account of principal, interest, reimbursement obligations, fees,
indemnities, and reasonable costs and expenses (including without limitation,
all reasonable fees and disbursements of counsel to the Agent or any Bank) or
otherwise, and hereby agrees that if Company shall fail to pay any of such
amounts when and as the same shall be due and payable, or shall fail to perform
and discharge any covenant, representation or warranty in accordance with the
terms of the Notes, the Credit Agreement, the Letter of Credit Agreements, the
Letters of Credit or any of the other Loan Documents (subject, in each case, to
any applicable periods of grace or cure), each such Guarantor will forthwith pay
to the Agent, on behalf of the Banks, an amount equal to any such amount or
cause Company to perform and discharge any such covenant, representation or
warranty, as the case may be, and will pay any and all damages that may be
incurred or suffered in consequence thereof
2
3
by Agent or any of the Banks and all reasonable expenses, including reasonable
attorneys' fees, that may be incurred by Agent in enforcing such covenant,
representation or warranty of Company, and in enforcing the covenants and
agreements of this Guaranty.
3. Unconditional Character of Guaranty. The obligations of each of
the Guarantors under this Guaranty, to the full extent of its guaranty of
Indebtedness hereunder, shall be absolute and unconditional, and shall be a
guaranty of payment and not of collection, irrespective of the validity,
regularity or enforceability of the Notes, the Credit Agreement, the Letter of
Credit Agreements, the Letters of Credit or any of the other Loan Documents, or
any provision thereof, the absence of any action to enforce the same, any waiver
or consent with respect to or any amendment of any provision thereof, the
recovery of any judgment against any Person or action to enforce the same, any
failure or delay in the enforcement of the obligations of Company under the
Notes, the Credit Agreement, the Letter of Credit Agreements, the Letters of
Credit or any of the other Loan Documents, or any setoff, counterclaim,
recoupment, limitation, defense or termination, whether with or without notice
to such Guarantor. Each of the Guarantors hereby waives diligence, demand for
payment, filing of claims with any court, any proceeding to enforce any
provision of the Notes executed by Company, or the Credit Agreement, the Letter
of Credit Agreements, the Letters of Credit or any of the other Loan Documents,
any right to require a proceeding first against Company, or against any other
guarantor or other party providing collateral, or to exhaust any security for
the performance of the obligations of Company, any protest, presentment, notice
or demand whatsoever, and such Guarantor hereby covenants that this Guaranty
shall not be terminated, discharged or released except, subject to Section 6.5
hereof, upon final payment in full (subject to no revocation or rescission) of
all amounts due and to become due from Company or any Account Party, as and to
the extent described above, and only to the extent of any such payment,
performance and discharge. Each of the Guarantors further covenants that no
security now or subsequently held by the Agent or the Banks for the payment of
the Indebtedness evidenced by the Notes made by Company, under the Credit
Agreement, or for the payment of any other Indebtedness of Company, to the Agent
or the Banks under the Credit Agreement, the Letter of Credit Agreements, the
Letters of Credit or the other Loan Documents, whether in the nature of a
security interest, pledge, lien, assignment, setoff, suretyship, guaranty,
indemnity, insurance or otherwise, and no act, omission or other conduct of
Agent or the Banks in respect of such security, shall affect in any manner
whatsoever the unconditional obligation of this Guaranty, and that the Agent and
each of the Banks, in their respective sole discretion and without notice to
Company, may release, exchange, enforce, apply the proceeds of and otherwise
deal with any such security without affecting in any manner the unconditional
obligation of this Guaranty.
Without limiting the generality of the foregoing, such obligations, and
the rights of the Agent to enforce the same on behalf of the Banks, by
proceedings, whether by action at law, suit in equity or otherwise, shall not be
in any way affected by (i) any insolvency, bankruptcy, liquidation,
reorganization, readjustment, composition, dissolution, winding up or other
proceeding involving or affecting Company, or others, or (ii) any change in the
ownership of the capital stock of Company, or any other party providing
collateral for any indebtedness covered by this Guaranty, or any of their
respective Affiliates.
3
4
Each of the Guarantors hereby waives to the fullest extent possible under
applicable law:
(a) any defense based upon the doctrine of marshalling of
assets or upon an election of remedies by Agent or the Banks, including, without
limitation, an election to proceed by non-judicial rather than judicial
foreclosure;
(b) any defense based upon any statute or rule of law which
provides that the obligation of a surety must be neither larger in amount nor in
other respects more burdensome than that of the principal;
(c) any duty on the part of Agent or any of the Banks to
disclose to such Guarantor any facts Agent or the Banks may now or hereafter
know about the Company, regardless of whether Agent or any Bank has reason to
believe that any such facts materially increase the risk beyond that which such
Guarantor intends to assume or has reason to believe that such facts are unknown
to such Guarantor or has a reasonable opportunity to communicate such facts to
such Guarantor, since such Guarantor acknowledges that it is fully responsible
for being and keeping informed of the financial condition of Company and of all
circumstances bearing on the risk of non-payment of any Indebtedness hereby
guaranteed;
(d) any claim for reimbursement, contribution, exoneration,
indemnity or subrogation, or any other similar claim, which such Guarantor may
have or obtain against the Company, by reason of the existence of this Guaranty,
or by reason of the payment by such Guarantor of any Indebtedness or the
performance of this Guaranty or of any other Loan Documents, until the
Indebtedness has been repaid and discharged in full and no commitment to extend
any credit under the Credit Agreement or any of the Loan Documents (whether
optional or obligatory), or any Letter of Credit, remains outstanding, and any
amounts paid to such Guarantor on account of any such claim at any time when the
obligations of such Guarantor under this Guaranty shall not have been fully and
finally paid shall be held by such Guarantor in trust for Agent and the Banks,
segregated from other funds of such Guarantor, and forthwith upon receipt by
such Guarantor shall be turned over to Agent in the exact form received by such
Guarantor (duly endorsed to Agent by such Guarantor, if required), to be applied
to such Guarantor's obligations under this Guaranty, whether matured or
unmatured, in such order and manner as Agent may determine; and
(e) any other event or action (excluding compliance by such
Guarantor with the provisions hereof) that would result in the discharge by
operation of law or otherwise of such Guarantor from the performance or
observance of any obligation, covenant or agreement contained in this Guaranty.
The Agent and each of the Banks may deal with Company, and any security
held by them for the obligations of Company or any other Account Party (as
aforesaid), in the same manner and as freely as if this Guaranty did not exist
and the Agent shall be entitled, on behalf of Banks, without notice to the
Guarantors, among other things, to grant to the Company, such extension or
extensions of time to perform any act or acts as may seem advisable to such
Agent (on behalf of the Banks) at any time and from time to time, and to permit
the Company or any other Account Party to incur
4
5
additional indebtedness to Agent, the Banks, or any of them, without
terminating, affecting or impairing the validity or enforceability of this
Guaranty or the obligations of the Guarantors hereunder.
The Agent may proceed, either in its own name (on behalf of the Banks) or
in the name of any of the Guarantors, or otherwise, to protect and enforce any
or all of its rights under this Guaranty by suit in equity, action at law or by
other appropriate proceedings, or to take any action authorized or permitted
under applicable law, and shall be entitled to require and enforce the
performance of all acts and things required to be performed hereunder by the
Guarantors. Each and every remedy of the Agent and of the Banks shall, to the
extent permitted by law, be cumulative and shall be in addition to any other
remedy given hereunder or now or hereafter existing at law or in equity.
No waiver or release shall be deemed to have been made by the Agent or
any of the Banks of any of its rights hereunder unless the same shall be in
writing and signed by all of the Banks or on behalf of the Banks by the Agent,
and any such waiver shall be a waiver or release only with respect to the
specific matter involved and shall in no way impair the rights of the Agent or
any of the Banks or the obligations of the Guarantors under this Guaranty in any
other respect at any other time.
At the option of the Agent, any of the Guarantors may be joined in any
action or proceeding commenced by the Agent against Company, or any of the other
parties providing collateral for any indebtedness covered by this Guaranty in
connection with or based upon the Notes made by Company, the Credit Agreement,
the Letter of Credit Agreements, the Letters of Credit or any of the other Loan
Documents or other Indebtedness, or any provision thereof, and recovery may be
had against any such Guarantor in such action or proceeding or in any
independent action or proceeding against such Guarantor, without any requirement
that the Agent or the Banks first assert, prosecute or exhaust any remedy or
claim against Company, and/or any of the other parties providing collateral for
any Indebtedness covered by this Guaranty, or any other Indebtedness.
As a separate, additional and continuing obligation, each of the
Guarantors unconditionally and irrevocably undertakes and agrees with Agent
that, should the amounts referred to in Section 2 of this Guaranty not be
recoverable from such Guarantor in its capacity as a guarantor under this
Guaranty for any reason whatsoever (including, without limitation, by reason of
any provision of the Notes, the Credit Agreement, any Letter of Credit Agreement
or Letter of Credit, or any of the other Loan Documents being or becoming void,
unenforceable, or otherwise invalid under any applicable law) then,
notwithstanding any knowledge thereof by the Agent and the Banks or any of them
at any time, such Guarantor as sole, original and independent obligor, upon
demand by Agent, will make payment to Agent of all such amounts by way of a full
indemnity.
4. Representations and Warranties. Each of the Guarantors (a)
ratifies, confirms and, by reference thereto (as fully as though such matters
were expressly set forth herein), represents and warrants with respect to itself
those matters set forth in Sections 7.1, 7.3, 7.4, 7.5, 7.6, 7.8, 7.9, 7.11,
7.12 through 7.19, inclusive, of the Credit Agreement, and (b) agrees not to
engage in any action or
5
6
inaction, the result of which would cause a violation of any term or condition
of the Credit Agreement.
5. Collateral for Guaranty. The obligations of the Guarantors under
this Guaranty shall be secured by the Security Agreement and, if applicable, a
Pledge Agreement, executed and delivered by each of the Guarantors to Agent,
pursuant to the Credit Agreement, together with such other Loan Documents as are
required to be executed and delivered by one or more of the Guarantors
concurrently with or subsequent to the date hereof, all pursuant to the terms
and conditions of the Credit Agreement and/or any of the other Loan Documents.
6. Miscellaneous.
6.1 Governing Law. This Guaranty has been delivered in Michigan
and shall be interpreted and the rights of the parties hereunder shall be
determined under the laws of, and be enforceable in, the State of Michigan
(without regard to its conflict of laws provisions), each of the Guarantors
hereby consenting to the jurisdiction of state and all federal courts sitting in
such state.
6.2 Severability. If any term or provision of this Guaranty, or
the application thereof to any circumstance, shall, to any extent, be invalid or
unenforceable, the remainder of this Guaranty, or the application of such term
or provision to circumstances other than those as to which it is held invalid or
unenforceable, as the case may be, shall not be affected thereby, and each term,
provision and obligation of this Guaranty shall be valid and enforceable to the
fullest extent permitted by law.
6.3 Notice. All notices and other communications to be made or
given pursuant to this Guaranty shall be sufficient if made or given in
conformity with Section 14.6 of the Credit Agreement.
6.4 Right of Offset. Each of the Guarantors acknowledges the
rights of the Agent and of each of the Banks, upon the occurrence and during the
continuance of an Event of Default, to offset against the Indebtedness of such
Guarantor to the Banks under this Guaranty, any amount owing by the Agent or the
Banks, or either or any of them to such Guarantor, whether represented by any
deposit of such Guarantor with the Agent or any of the Banks or otherwise.
6.5 Release. Upon the satisfaction of the obligations of the
Guarantors hereunder, and when the Guarantors are not subject to any obligation
under the Credit Agreement or any of the other Loan Documents, the Agent shall
deliver to the Guarantors, upon written request therefor, a written release of
this Guaranty; provided however that the effectiveness of this Guaranty shall
continue or be reinstated, as the case may be, in the event that any payment
received or credit given by the Agent or the Banks, or any of them, is returned,
disgorged, rescinded or required to be recontributed to any party as an
avoidable preference, impermissible setoff, fraudulent conveyance, restoration
of capital or otherwise under any applicable state, federal or national law of
any jurisdiction, including without limitation laws pertaining to bankruptcy or
insolvency, and this Guaranty shall thereafter be enforceable against the
Guarantors as if such returned, disgorged,
6
7
recontributed or rescinded payment or credit had not been received or given by
the Agent or the Banks, and whether or not the Agent or any Bank relied upon
such payment or credit or changed its position as a consequence thereof.
6.6 Amendments. The terms of this Guaranty may not be waived,
altered, modified, amended, supplemented or terminated in any manner whatsoever
except as provided herein and in accordance with the Credit Agreement. In
accordance with Section 8.22 of the Credit Agreement, all Subsidiaries of the
Company created or otherwise acquired after the Effective Date shall become
obligated as Guarantors hereunder (each as fully as though an original signatory
hereto) by executing and delivering to Agent and the Banks that certain joinder
agreement in the form attached to this Guaranty as Exhibit A.
6.7 Consent to Jurisdiction. Each of the Guarantors and each of
the Agent and the Banks (by accepting the benefits hereof) hereby irrevocably
submit to the non-exclusive jurisdiction of any United States Federal Court or
Michigan state court sitting in Detroit, Michigan or Texas state court sitting
in Dallas County, Texas in any action or proceeding arising out of or relating
to this Guaranty and each of the Guarantors and the Agent and the Banks hereby
irrevocably agree that claims in respect of such action or proceeding may be
heard and determined in any such United States Federal Court or Michigan state
court or Texas state court. Each of the Guarantors irrevocably consents to the
service of any and all process in any such action or proceeding brought in any
court in or of the State of Michigan or the State of Texas by the delivery of
copies of such process to such Guarantor at its address specified on the
signature page hereto or by certified mail directed to such address or such
other address as may be designated by the Guarantor in a notice to the other
parties that complies as to delivery with the terms of Section 6.3. Nothing in
this Section shall affect the right of the Banks and the Agent to serve process
in any other manner permitted by law or limit the right of the Banks or the
Agent (or any of them) to bring any such action or proceeding against any of the
Guarantors or any of its or their property in the courts of any other
jurisdiction. Each of the Guarantors hereby irrevocably waives any objection to
the laying of venue of any such suit or proceeding in the above described
courts.
6.8 Joint and Several Obligation, etc. The obligation of each
of the Guarantors under this Guaranty shall be several and also joint, each with
all and also each with any one or more of the others, and may be enforced
against each severally, any two or more jointly, or some severally and some
jointly. Any one or more of the Guarantors may be released from its obligations
hereunder with or without consideration for such release and the obligations of
the other Guarantors hereunder shall be in no way affected thereby. Agent, on
behalf of Banks, may fail or elect not to prove a claim against any bankrupt or
insolvent Guarantor and thereafter, Agent and the Bank may, without notice to
any Guarantors, extend or renew any part or all of any indebtedness of any of
the Guarantors, and may permit any of the Guarantors to incur additional
indebtedness, without affecting in any manner the unconditional obligation of
the remaining Guarantors. Such action shall not affect any right of contribution
among the Guarantors.
6.9 WAIVER OF JURY TRIAL. THE BANKS (BY ACCEPTING THE BENEFITS
HEREOF), THE AGENT (BY ACCEPTING THE BENEFITS HEREOF) AND
7
8
EACH OF THE GUARANTORS AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT
WITH COUNSEL, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT ANY OF
THEM MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF
THIS GUARANTY OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY
COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTION OF
ANY OF THEM. NEITHER THE BANKS, THE AGENT, NOR ANY OF THE GUARANTORS SHALL SEEK
TO CONSOLIDATE, BY COUNTERCLAIM OR OTHERWISE, ANY SUCH ACTION IN WHICH A JURY
TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR
HAS NOT BEEN WAIVED. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED
IN ANY RESPECT OR RELINQUISHED BY THE BANKS AND THE AGENT OR THE GUARANTORS
EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY ALL OF THEM.
6.10 Limitation under Applicable Insolvency Laws.
Notwithstanding anything to the contrary contained herein, it is the intention
of each of the Guarantors, Agent and the Banks that the amount of each
Guarantor's obligations hereunder shall be in, but not in excess of, the maximum
amount thereof not subject to avoidance or recovery by operation of applicable
law governing bankruptcy, reorganization, arrangement, adjustment of debts,
relief of debtors, dissolution, insolvency, fraudulent transfers or conveyances
or other similar laws (collectively, "Applicable Insolvency Laws"). To that end,
but only in the event and to the extent that a Guarantor's obligations hereunder
or any payment made pursuant thereto would, but for the operation of the
foregoing proviso, be subject to avoidance or recovery under Applicable
Insolvency Laws, the amount of such Guarantor's obligations hereunder shall be
limited to the largest amount which, after effect thereto, would not, under
Applicable Insolvency Laws, render such Guarantor's respective obligations
hereunder unenforceable or avoidable or subject to recovery under Applicable
Insolvency Laws. To the extent any payment actually made hereunder exceeds the
limitation contained in this Section 6.10, then the amount of such excess shall,
from and after the time of payment by the Guarantors (or any of them), be
reimbursed by the Banks upon demand by such Guarantor. The foregoing proviso is
intended solely to preserve the rights of the Agent and the Banks hereunder
against the Guarantors to the maximum extent permitted by Applicable Insolvency
Laws and neither Company nor any Guarantor nor any other Person shall have any
right or claim under this Section 6.10 that would not otherwise be available
under Applicable Insolvency Laws.
[SIGNATURES FOLLOW ON SUCCEEDING PAGE]
8
9
IN WITNESS WHEREOF, the undersigned each of the Guarantors has executed
this Guaranty as of the date first above written.
RTO OPERATING, INC.
By: /s/ Xxxxx X. Xxxxx, Xx.
---------------------------------------
Its: President
---------------------------------------
RTO HOLDING CO., INC.
By: /s/ Xxxxxx X. Xxxxxxx, Xx.
---------------------------------------
Its: Vice President
---------------------------------------
ATRO, INC.
By: /s/ Xxxxx X. Xxxxx, Xx.
---------------------------------------
Its: President
---------------------------------------
ACTION RENT-TO-OWN HOLDINGS OF
SOUTH CAROLINA, INC.
By: /s/ Xxxxx X. Xxxxx, Xx.
---------------------------------------
Its: President
---------------------------------------
SIGNATURE PAGE
GUARANTY
9
10
EXHIBIT A
JOINDER AGREEMENT
THIS JOINDER AGREEMENT is dated as of ______________, 199_ by
_____________________, a ______________________ corporation ("New Guarantor").
WHEREAS, pursuant to Section 8.22 of that certain Alrenco Revolving
Credit Agreement dated as of February 26, 1998 (as amended or otherwise modified
from time to time, the "Credit Agreement") by and among Alrenco, Inc.
("Company"), the Banks signatory thereto and Comerica Bank, as Agent for the
Banks (in such capacity, "Agent"), and pursuant to Section 6.6 of that certain
Guaranty dated as of February 26, 1998 (the "Guaranty") executed and delivered
by the Guarantors named therein ("Guarantors") in favor of Agent, for and on
behalf of the Banks, the New Guarantor must execute and deliver a Joinder
Agreement in accordance with the Credit Agreement and the Guaranty.
NOW THEREFORE, as a further inducement to Banks to continue to provide
credit accommodations to Company and the Account Parties (as defined in the
Credit Agreement), New Guarantor hereby covenants and agrees as follows:
1. All capitalized terms used herein shall have the meanings
assigned to them in the Credit Agreement unless expressly
defined to the contrary.
2. New Guarantor hereby enters into this Joinder Agreement in
order to comply with Section 8.22 of the Credit Agreement and
Section 6.6 of the Guaranty and does so in consideration of
the Advances made or to be made from time to time under the
Credit Agreement (and the other Loan Documents, as defined in
the Credit Agreement), from which New Guarantor shall derive
direct and indirect benefit as with the other Guarantors (all
as set forth and on the same basis as in the Guaranty).
3. New Guarantor shall be considered, and deemed to be, for all
purposes of the Credit Agreement, the Guaranty and the other
Loan Documents, a Guarantor under the Guaranty as fully as
though New Guarantor had executed and delivered the Guaranty
at the time originally executed and delivered under the Credit
Agreement and hereby ratifies and confirms its obligations
under the Guaranty, all in accordance with the terms thereof.
4. Other than as disclosed to the Agent in writing prior to the
date hereof, no Default or Event of Default (each such term
being defined in the Credit Agreement) has occurred and is
continuing under the Credit Agreement.
5. This Joinder Agreement shall be governed by the laws of the
State of Michigan and shall be binding upon New Guarantor and
its successors and assigns.
11
IN WITNESS WHEREOF, the undersigned New Guarantor has executed and
delivered this Joinder Agreement as of , 199 .
------------------ --
[NEW GUARANTOR]
By:
-------------------------------------
Its:
------------------------------------
SIGNATURE PAGE
JOINDER AGREEMENT TO GUARANTY
2
