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EXHIBIT 4.13
GUARANTY
THIS GUARANTY executed as of __________, 1997 (this "Guaranty"), by
Striker Industries, Inc., a Delaware corporation (the "Guarantor"), for the
benefit of each holder (a "Holder") of the 10.25% Subordinated Promissory Notes
due 2005 (each a "Note") issued by STDF Corp., a Texas corporation (the
"Issuer"), on the date hereof.
The Guarantor absolutely and unconditionally guarantees to each 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, with respect to each Holder, such
Holder's Note or notes, including all principal and interest
payable thereon (including without limitation, such additional
interest which the Issuer in its sole discretion determines to
be payable under Section 2(b) of each such Note). Unless
otherwise stated, terms defined in each Note have the same
meanings when used in this Guaranty.
2. If the Guarantor becomes liable for any indebtedness owing by
the issuer to a Holder, other than under this Guaranty, such
liability will not be in any manner impaired of affected by this
Guaranty, and the rights of such Holder under this Guaranty are
cumulative of any and all other rights of such Holder may ever
have against Guarantor. The exercise by such Holder of any right
or remedy under this Guaranty of otherwise will not preclude the
concurrent of subsequent exercise of any other right or remedy.
3. The Guarantor shall have no liability or obligation under this
guaranty with respect to any note, until the Holder of such
Note, prior to exercising any remedies under the Note, shall
notify the guarantor in writing of any Default and the Guarantor
shall have the right to cure any such Default within thirty
business days after receiving such notice (the "Cure Period").
If, while a Default exists under a Note, the Issuer fails to pay
the entire unpaid balance of the principal of, and/or the
interest on, such Note which is then due and payable and the
Guarantor fails to cure such Default within the Cure Period,
then the Guarantor shall, on demand and without further notice
of dishonor and without any notice having been given to the
Guarantor previous to such demand of either the acceptance by
the affected Holder of this guaranty or the creation of
incurrence of any Guaranteed Debt, pay the amount of the
guaranteed Debt then due and payable to such Holder, and it is
not necessary for such Holder, in order to enforce such payment
by the Guarantor, first or contemporaneously to institute suit
or exhaust remedies against the Issuer or others liable on such
indebtedness or to enforce rights against any collateral
securing such indebtedness.
4. This Guaranty benefits each Holder and its successors and
permitted assigns and binds Guarantor and its successors and
assigns; otherwise the rights and benefits of this Guaranty may
not be transferred.
STRIKER INDUSTRIES, INC.
By: /s/Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Chief Financial Officer
