EXHIBIT 10.3
EXECUTION COPY
GUARANTEE AGREEMENT, dated as of December 11, 1997, made by each
Subsidiary of the Borrower listed on Schedule I hereto (each such
Subsidiary individually a "Guarantor", and collectively, the
"Guarantors"), in favor of THE CHASE MANHATTAN BANK, a New York
banking corporation, as agent (the "Agent") for the lenders (the
"Lenders") from time to time parties to the Credit Agreement, dated as
of December 11, 1997 (as amended, supplemented or otherwise modified
from time to time, the "Credit Agreement"), among RBX Corporation, a
Delaware corporation (the "Borrower"), the Lenders and the Agent.
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the Lenders have severally
agreed to make Loans to, and the Issuing Lender has agreed to issue Letters of
Credit for the account of, the Borrower upon the terms and subject to the
conditions set forth therein;
WHEREAS, the Borrower owns directly or indirectly all of the issued and
outstanding stock of each Guarantor;
WHEREAS, the proceeds of the Loans and the issuance of Letters of Credit
will be used in part to enable the Borrower to make valuable transfers (as
determined as provided herein) to each Guarantor in connection with the
operation of its respective business;
WHEREAS, the Borrower and the Guarantors are engaged in related
businesses, and each Guarantor will derive substantial direct and indirect
benefit from the making of the Loans and issuance of Letters of Credit; and
WHEREAS, it is a condition precedent to the obligation of the Lenders to
make their respective Loans to, and the Issuing Lender to issue letters of
credit for the account of, the Borrower under the Credit Agreement that the
Guarantors shall have executed and delivered this Guarantee to the Agent for
the ratable benefit of the Lenders.
NOW, THEREFORE, in consideration of the premises and to induce the Agent
and the Lenders to enter into the Credit Agreement and to induce the Lenders
to make their respective Loans to, and the Issuing Lender to issue Letters of
Credit for the account of, the Borrower under the Credit Agreement, the
Guarantors hereby agree with the Agent, for the ratable benefit of the
Lenders, as follows:
1. Defined Terms. (a) Unless otherwise defined herein, capitalized
terms used in this Guarantee shall have the meanings ascribed thereto in the
Credit Agreement and the following terms have the following meanings:
"Guarantee": this Guarantee, as the same may be amended, supplemented,
waived or otherwise modified from time to time.
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"Obligations": the collective reference to the unpaid principal of and
interest on (including, without limitation, interest accruing at the then
applicable rate provided in the Credit Agreement after the maturity of the
Loans and interest accruing at the then applicable rate provided in the Credit
Agreement after the filing of any petition in bankruptcy, or the commencement
of any insolvency, reorganization or like proceeding, relating to the
Borrower, whether or not a claim for post-filing or post-petition interest is
allowed in such proceedings), the Notes and all other obligations and
liabilities of the Borrower to the Agent, in connection with the Credit
Agreement, the Notes, the Letters of Credit, any Interest Rate Agreement
entered into with any Lender, the other Loan Documents to which the Guarantor
is a party or any other document made, delivered or given in connection
therewith, in each case whether on account of principal, interest,
reimbursement obligations, amounts payable in connection with the termination
of any transaction entered into pursuant to an Interest Rate Agreement entered
into with any Lender, fees, indemnities, costs, expenses or otherwise
(including, without limitation, all fees and disbursements of counsel to the
Agent or any Lender that are required to be paid by the Borrower or the
Guarantor pursuant to the terms of the Credit Agreement or this Agreement or
any other Loan Document).
(b) The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Guarantee shall refer to this Guarantee as a whole
and not to any particular provision of this Guarantee, and section and
paragraph references are to this Guarantee unless otherwise specified.
(c) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.
2. Guarantee. (a) Subject to the provisions of paragraph 2(b), each of
the Guarantors hereby, jointly and severally, unconditionally and irrevocably,
guarantees to the Agent, for the ratable benefit of the Lenders and their
respective successors, indorsees, transferees and assigns, the prompt and
complete payment and performance by the Borrower when due (whether at the
stated maturity, by acceleration or otherwise) of the Obligations.
(b) Anything herein or in any other Loan Document to the contrary
notwithstanding, the maximum liability of each Guarantor hereunder and under
the other Loan Documents shall in no event exceed the amount which can be
guaranteed by such Guarantor under applicable federal and state laws,
including those relating to the insolvency of debtors.
(c) Each Guarantor further jointly and severally agrees to pay any and
all expenses (including, without limitation, all reasonable fees and
disbursements of counsel) which may be reasonably paid or incurred by the
Agent or any Lender in enforcing, or obtaining advice of counsel in respect
of, any rights with respect to, or collecting, any or all of the Obligations
and/or enforcing any rights with respect to, or collecting against, such
Guarantor under this Guarantee. This Guarantee shall remain in full force and
effect until the Obligations are paid in full, the Commitments are terminated
and the Letters of Credit have expired or been returned to the Issuing Lender,
notwithstanding that from time to time prior thereto the Borrower may be free
from any Obligations.
(d) Each Guarantor agrees that the Obligations may at any time and from
time to time exceed the amount of the liability of such Guarantor hereunder
without impairing this Guarantee or affecting the rights and remedies of the
Agent or any Lender hereunder.
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(e) No payment or payments made by the Borrower, any of the Guarantors,
any other guarantor or any other Person or received or collected by the Agent
or any Lender from the Borrower, any of the Guarantors, any other guarantor or
any other Person by virtue of any action or proceeding or any set-off or
appropriation or application at any time or from time to time in reduction of
or in payment of the Obligations shall be deemed to modify, reduce, release or
otherwise affect the liability of any Guarantor hereunder which shall,
notwithstanding any such payment or payments, remain liable for the
Obligations up to the maximum liability of such Guarantor hereunder until the
Obligations are paid in full, the Commitments are terminated and the Letters
of Credit have expired, terminated or been returned to the Issuing Lender.
(f) Each Guarantor agrees that whenever, at any time, or from time to
time, it shall make any payment to the Agent or any Lender on account of its
liability hereunder, it will notify the Agent in writing that such payment is
made under this Guarantee for such purpose.
3. Right of Contribution. Each Guarantor hereby agrees that to the
extent that a Guarantor shall have paid more than its proportionate share of
any payment made hereunder (including through realization on collateral
granted by it to secure its obligation hereunder), such Guarantor shall be
entitled to seek and receive contribution from and against any other Guarantor
hereunder who has not paid its proportionate share of such payment. Each
Guarantor's right of contribution shall be subject to the terms and conditions
of Section 5 hereof. The provisions of this Section 3 shall in no respect
limit the obligations and liabilities of any Guarantor to the Agent and the
Lenders, and each Guarantor shall remain liable to the Agent and the Lenders
for the full amount guaranteed by such Guarantor hereunder.
4. Right of Set-off. Upon the occurrence and during the continuance of
any Event of Default, the Agent and each Lender are hereby irrevocably
authorized at any time and from time to time without notice to such Guarantor
or any other Guarantor, any such notice being expressly waived by each
Guarantor to the extent permitted by applicable law, to set-off and
appropriate and apply any and all deposits (general or special, time or
demand, provisional or final), in any currency, and any other credits,
indebtedness or claims, in any currency, in each case whether direct or
indirect, absolute or contingent, matured or unmatured, at any time held or
owing by the Agent or such Lender to or for the credit or the account of such
Guarantor, or any part thereof in such amounts as the Agent or such Lender may
elect, against and on account of the obligations and liabilities of such
Guarantor to the Agent or such Lender hereunder, and claims of every nature
and description of the Agent or such Lender against such Guarantor, in any
currency, whether arising hereunder, under the Credit Agreement, any Note, any
other Loan Document or otherwise, as the Agent or such Lender, as the case may
be, shall elect, whether or not the Agent or such Lender has made any demand
for payment and although such obligations, liabilities and claims may be
contingent or unmatured. The Agent and each Lender shall notify such
Guarantor promptly of any such set-off and the application made by the Agent
or such Lender, as the case may be, of the proceeds thereof, provided that the
failure to give such notice shall not affect the validity of such set-off and
application. The rights of the Agent and each Lender under this Section are
in addition to other rights and remedies (including, without limitation, other
rights of set-off which the Agent or such Lender may have under the Loan
Documents).
5. No Subrogation. Notwithstanding anything to the contrary contained
herein or in any other Loan Document and notwithstanding any payment or
payments made by any of the Guarantors hereunder or pursuant to any other Loan
Document (including through realization on collateral) or any
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set-off or application of funds of any of the Guarantors by the Agent or any
Lender, no Guarantor shall be entitled to be subrogated to any of the rights
of the Agent or any Lender against the Borrower or any other Guarantor or Loan
Party or any collateral security or guarantee or right of offset held by any
Lender for the payment of the Obligations, nor shall any Guarantor seek or be
entitled to seek any contribution or reimbursement from the Borrower or any
other Guarantor or any other Loan Party in respect of payments made by such
Guarantor hereunder or under any other Loan Document, until all amounts owing
to the Agent and the Lenders by the Borrower on account of the Obligations are
paid in full, the Commitments are terminated and the Letters of Credit have
expired or been returned to the Issuing Lender. If any amount shall be paid
to any Guarantor on account of such subrogation rights at any time when all of
the Obligations shall not have been paid in full, the Commitments shall not
have terminated and the Letters of Credit shall not have expired or been
returned to the Issuing Lender, such amount shall be held by such Guarantor in
trust for the Agent and the Lenders, segregated from other funds of such
Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over
to the Agent in the exact form received by such Guarantor (duly indorsed by
such Guarantor to the Agent, if required), to be applied against the
Obligations, whether matured or unmatured, in such order as the Agent may
determine.
6. Amendments, etc. with respect to the Obligations, Waiver of Rights.
Each Guarantor shall remain jointly and severally obligated hereunder
notwithstanding that, without any reservation of rights against any Guarantor
and without notice to or further assent by any Guarantor, any demand for
payment of any of the Obligations made by the Agent or any Lender may be
rescinded by the Agent or such Lender and any of the Obligations continued,
and the Obligations, or the liability of any other Person upon or for any part
thereof, or any collateral security or guarantee therefor or right of offset
with respect thereto, may, from time to time, in whole or in part, be renewed,
extended, amended, modified, accelerated, compromised, waived, surrendered or
released by the Agent or any Lender, and the Credit Agreement, the Notes and
the other Loan Documents and any other documents executed and delivered in
connection therewith may be amended, modified, supplemented or terminated, in
whole or in part, as the Agent (or the Required Lenders, as the case may be)
may deem advisable from time to time, and any collateral security, guarantee
or right of offset at any time held by the Agent or any Lender for the payment
of the Obligations may be sold, exchanged, waived, surrendered or released.
Neither the Agent nor any Lender shall have any obligation to protect, secure,
perfect or insure any Lien at any time held by it as security for the
Obligations or for this Guarantee or any property subject thereto. When
making any demand hereunder against any of the Guarantors, the Agent or any
Lender may, but shall be under no obligation to, make a similar demand on the
Borrower or any other Guarantor or guarantor, and any failure by the Agent or
any Lender to make any such demand or to collect any payments from the
Borrower or any such other Guarantor or guarantor or any release of the
Borrower or such other Guarantor or guarantor shall not relieve any of the
Guarantors in respect of which a demand or collection is not made or any of
the Guarantors not so released of their several obligations or liabilities
hereunder, and shall not impair or affect the rights and remedies, express or
implied, or as a matter of law, of the Agent or any Lender against any of the
Guarantors. For the purposes hereof "demand" shall include the commencement
and continuance of any legal proceedings.
7. Guarantee Absolute and Unconditional. Each Guarantor waives any and
all notice of the creation, renewal, extension or accrual of any of the
Obligations and notice of or proof of reliance by the Agent or any Lender upon
this Guarantee or acceptance of this Guarantee; the Obligations, and any of
them, shall conclusively be deemed to have been created, contracted or
incurred, or renewed, extended, amended or waived, in reliance upon this
Guarantee; and all dealings between the Borrower
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and any of the Guarantors, on the one hand, and the Agent and the Lenders, on
the other hand, likewise shall be conclusively presumed to have been had or
consummated in reliance upon this Guarantee. Each Guarantor waives diligence,
presentment, protest, demand for payment and notice of default or nonpayment
to or upon the Borrower or any of the Guarantors with respect to the
Obligations. Each Guarantor understands and agrees that this Guarantee shall
be construed as a continuing, absolute and unconditional guarantee of payment
without regard to (a) the validity, regularity or enforceability of the Credit
Agreement, any Note or any other Loan Document, any of the Obligations or any
other collateral security therefor or guarantee or right of offset with
respect thereto at any time or from time to time held by the Agent or any
Lender, (b) any defense, set-off or counterclaim (other than a defense of
payment or performance) which may at any time be available to or be asserted
by the Borrower against the Agent or any Lender, or (c) any other circumstance
whatsoever (with or without notice to or knowledge of the Borrower or such
Guarantor) which constitutes, or might be construed to constitute, an
equitable or legal discharge of the Borrower for the Obligations, or of such
Guarantor under this Guarantee, in bankruptcy or in any other instance. When
pursuing its rights and remedies hereunder against any Guarantor, the Agent
and any Lender may, but shall be under no obligation to, pursue such rights
and remedies as it may have against the Borrower or any other Person or
against any collateral security or guarantee for the Obligations or any right
of offset with respect thereto, and any failure by the Agent or any Lender to
pursue such other rights or remedies or to collect any payments from the
Borrower or any such other Person or to realize upon any such collateral
security or guarantee or to exercise any such right of offset, or any release
of the Borrower or any such other Person or any such collateral security,
guarantee or right of offset, shall not relieve such Guarantor of any
liability hereunder, and shall not impair or affect the rights and remedies,
whether express, implied or available as a matter of law, of the Agent or any
Lender against such Guarantor.
8. Reinstatement. This Guarantee shall continue to be effective, or be
reinstated, as the case may be, if at any time payment, or any part thereof,
of any of the Obligations is rescinded or must otherwise be restored or
returned by the Agent or any Lender upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of the Borrower or any Guarantor,
or upon or as a result of the appointment of a receiver, intervenor or
conservator of, or trustee or similar officer for, the Borrower or any
Guarantor or any substantial part of its property, or otherwise, all as though
such payments had not been made.
9. Payments. Each Guarantor hereby agrees that payments hereunder will
be paid to the Agent without set-off or counterclaim in U.S. Dollars at the
office of the Agent located at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
10. Representations and Warranties. (a) Each Guarantor hereby
represents and warrants that:
(i) it is a corporation duly incorporated, validly existing and
in good standing under the laws of the jurisdiction of its
incorporation and has the corporate power and authority and the legal
right to own and operate its property, to lease the property it
operates and to conduct the business in which it is currently engaged;
(ii) it has the corporate power and authority and the legal right
to execute and deliver, and to perform its obligations under, this
Guarantee, and has taken all necessary corporate action to authorize
its execution, delivery and performance of this Guarantee;
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(iii) this Guarantee has been duly executed and delivered on behalf
of such Guarantor and constitutes a legal, valid and binding
obligation of such Guarantor enforceable against such Guarantor in
accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting the
enforcement of creditors' rights generally, general equitable
principles (whether enforcement is sought by proceedings in equity or
at law) and an implied covenant of good faith and fair dealing;
(iv) the execution, delivery and performance of this Guarantee
will not violate any provision of any Requirement of Law or
Contractual Obligation of such Guarantor in any respect that, in the
aggregate for all such violations, could reasonably be expected to
have a Material Adverse Effect and will not result in or require the
creation or imposition of any Lien on any of the properties or
revenues of such Guarantor pursuant to any such Requirement of Law or
Contractual Obligation of such Guarantor (other than pursuant to any
Loan Document);
(v) no consent or authorization of, filing with, or other act by
or in respect of, any arbitrator or Governmental Authority and no
consent of any other Person (including, without limitation, any
stockholder or creditor of such Guarantor) is required in connection
with the execution, delivery, performance, validity or enforceability
of this Guarantee, other than those which have been duly obtained or
made and are in full force and effect on the Closing Date and except
for those the absence of which in the aggregate, could not reasonably
be expected to have a Material Adverse Effect;
(vi) no litigation, investigation or proceeding of or before any
arbitrator or Governmental Authority is pending or, to the knowledge
of such Guarantor, threatened by or against such Guarantor or against
any of its properties or revenues (1) with respect to this Guarantee
or any of the transactions contemplated hereby or (2) which could
reasonably be expected to have a Material Adverse Effect.
Each Guarantor agrees that the foregoing representations and warranties
shall be deemed to have been made by such Guarantor on and as of the Closing
Date, and on and as of each date of each Extension of Credit to the Borrower
under the Credit Agreement as though made hereunder on and as of such date.
11. Covenants; Further Assurances. Each Guarantor hereby covenants and
agrees with the Agent and the Lenders that, from and after the date of this
Guarantee until payment in full of the Notes, the Reimbursement Obligations
and the other Obligations then due and owing to any Lender or the Agent, the
termination of the Commitments and the expiration, termination or return to
the Issuing Lender of the Letters of Credit, (i) such Guarantor shall not and
shall not permit any of its Subsidiaries, if any, to take any action, and
shall refrain from taking action, that would result in a violation of the
covenants of the Borrower contained in Section 8 of the Credit Agreement and
(ii) at any time and from time to time, upon the written request of the Agent,
and at the sole expense of such Guarantor, such Guarantor will promptly and
fully execute and deliver such further instruments and documents and take such
further actions as the Agent may reasonably request for the purpose of
obtaining or preserving the full benefits of this Guarantee and the other Loan
Documents to which such Guarantor is a party and of the rights and powers
herein or therein granted.
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12. Authority of Agent. Each Guarantor acknowledges that the rights and
responsibilities of the Agent under this Guarantee with respect to any action
taken by the Agent or the exercise or non-exercise by the Agent of any option,
right, request, judgment or other right or remedy provided for herein or
resulting or arising out of this Guarantee shall, as between the Agent and the
Lenders, be governed by the Credit Agreement and by such other agreements with
respect thereto as may exist from time to time among them, but, as between the
Agent and such Guarantor, the Agent shall be conclusively presumed to be
acting as agent for the Lenders with full and valid authority so to act or
refrain from acting, and no Guarantor shall be under any obligation, or
entitlement, to make any inquiry respecting such authority.
13. Notices. All notices, requests and demands to or upon the Agent,
any Lender or any Guarantor to be effective shall be in writing (or by telex,
fax or similar electronic transfer confirmed in writing) and, unless otherwise
expressly provided herein, shall be deemed to have been duly given or made (1)
when delivered by hand or (2) if given by mail, three days after being
deposited in the mails by certified mail, return receipt requested, postage
prepaid or (3) if by telex, fax or similar electronic transfer, when sent and
receipt has been confirmed, addressed as follows:
(a) if to the Agent or any Lender, at its address or transmission
number for notices provided in Section 11.2 of the Credit Agreement;
and
(b) if to any Guarantor, at its address or transmission number
for notices set forth on Schedule 2 hereto.
or to such other address as may be hereafter notified by the respective
parties hereto and any future holders of the Notes.
The Agent, each Lender and each Guarantor may change its address and
transmission numbers for notices by notice in the manner provided in this
Section.
Each Guarantor agrees that any notice delivered to the Borrower shall be
deemed to be received by such Guarantor.
14. Counterparts. This Guarantee may be executed by one or more of the
Guarantors on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the counterparts of this Guarantee signed by all the
Guarantors shall be lodged with the Agent.
15. Severability. Any provision of this Guarantee which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
16. Integration. This Guarantee represents the entire agreement of each
Guarantor with respect to the subject matter hereof and there are no promises
or representations by the Guarantor, the Agent or any Lender relative to the
subject matter hereof not reflected or referred to herein.
17. Amendments in Writing; No Waiver, Cumulative Remedies. (a) None of
the terms or provisions of this Guarantee may be waived, amended, supplemented
or otherwise modified except
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by a written instrument executed by each Guarantor and the Agent, provided
that any provision of this Guarantee may be waived by the Agent and the
Lenders in a letter or agreement executed by the Agent or by telex or
facsimile transmission from the Agent.
(b) Neither the Agent nor any Lender shall by any act (except by a
written instrument pursuant to paragraph 17(a) hereof), delay, indulgence,
omission or otherwise be deemed to have waived any right or remedy hereunder
or to have acquiesced in any Default or Event of Default or in any breach of
any of the terms and conditions hereof. No failure to exercise, nor any delay
in exercising, on the part of the Agent or any Lender, any right, power or
privilege hereunder shall operate as a waiver thereof. No single or partial
exercise of any right, power or privilege hereunder shall preclude any other
or further exercise thereof or the exercise of any other right, power or
privilege. A waiver by the Agent or any Lender of any right or remedy
hereunder on any one occasion shall not be construed as a bar to any right or
remedy which the Agent or such Lender would otherwise have on any future
occasion.
(c) The rights and remedies herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any other rights or
remedies provided by law.
18. Section Headings. The section headings used in this Guarantee are
for convenience of reference only and are not to affect the construction
hereof or be taken into consideration in the interpretation hereof.
19. Submission to Jurisdiction; Waivers. (a) Each Guarantor hereby
irrevocably and unconditionally:
(i) submits for itself and its property in any legal action or
proceeding relating to this Guarantee and the other Loan Documents to
which it is a party, or for recognition and enforcement of any
judgment in respect thereof, to the non-exclusive general jurisdiction
of the Courts of the State of New York, the courts of the United
States of America for the Southern District of New York, and appellate
courts from any thereof;
(ii) consents that any such action or proceeding may be brought in
such courts and waives any objection that it may now or hereafter have
to the venue of any such action or proceeding in any such court or
that such action or proceeding was brought in an inconvenient court
and agrees not to plead or claim the same;
(iii) agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered or
certified mail (or any substantially similar form of mail), postage
prepaid, to each Guarantor, the applicable Lender or the Agent, as the
case may be, at its address referred to in Section 13 or at such other
address of which the Agent shall have been notified pursuant thereto;
(iv) agrees that nothing herein shall affect the right to effect
service or process in any other manner permitted by law or shall limit
the right to xxx in any other jurisdiction; and
(b) Each Guarantor, the Agent and the Lenders hereby unconditionally and
irrevocably waive, to the maximum extent not prohibited by law, any right they
may have to claim or recover in any legal action or proceeding referred to in
this Section any special, exemplary, punitive or consequential damages.
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20. Acknowledgments. Each Guarantor hereby acknowledges that:
(a) it has been advised by counsel in the negotiation, execution
and delivery of this Guarantee and the other Loan Documents to which it
is a party;
(b) neither the Agent nor any Lender has any fiduciary
relationship with or duty to it or the Borrower arising out of or in
connection with this Guarantee or any of the other Loan Documents, and
the relationship between the Agent and Lenders, on one hand, and the
Guarantors and the Borrower, on the other hand, in connection herewith or
therewith is solely that of debtor and creditor; and
(c) no joint venture is created hereby or by the other Loan
Documents or otherwise exists by virtue of the transactions contemplated
hereby among the Lenders or between the Borrower and the Lenders.
21. WAIVERS OF JURY TRIAL. THE GUARANTORS, THE AGENT AND THE LENDERS
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION
OR PROCEEDING RELATING TO THIS GUARANTEE OR ANY OTHER LOAN DOCUMENT AND FOR
ANY COUNTERCLAIM THEREIN.
22. Successors and Assigns. This Guarantee shall be binding upon the
successors and assigns of each Guarantor, and shall inure to the benefit of
the Agent and the Lenders and their respective indorsees, transferees,
successors and assigns notwithstanding that from time to time during the term
of the Credit Agreement the Borrower may be free from any Obligations, except
that the Guarantor may not assign, transfer or delegate any of its rights or
obligations under this Guarantee without the prior written consent of the
Agent.
23. GOVERNING LAW. THIS GUARANTEE SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.
24. Contradictory Provisions. In the event any one or more of the
provisions of this Agreement shall be found in a final judgment of any New
York State court or Federal court of the United States of America sitting in
New York City, and any appellate court from any thereof, to contradict or
otherwise limit any provision in the Credit Agreement (any such provision, a
"Contradictory Provision"), the provision in the Credit Agreement shall
control.
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IN WITNESS WHEREOF, the parties hereto have caused this Guarantee to be
duly executed and delivered as of the date first above written.
THE GUARANTORS LISTED ON SCHEDULE I HERETO,
By: /s/ Xxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxx
Title: President and Chief Executive Officer
THE CHASE MANHATTAN BANK, as Agent,
By: /s/ Xxxxxxx Xxxxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Managing Director
Schedule 1
to Intercreditor Agreement
--------------------------
GUARANTORS
Rubatex Corporation
Xxxxxxxx Manufacturing Company, Inc.
Xxxxxx-Xxxxx Rubber Custom Mixing, Corp.
Midwest Rubber Custom Mixing Corp.
Oletex Inc.
Universal Polymer & Rubber Inc.
Universal Rubber Corporation
Waltex Corporation
Schedule 2
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ADDRESSES FOR NOTICES TO GUARANTORS
0000 XxxxxxXxxx Xxxxx
Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
