EXHIBIT 10.5.3
GUARANTY
In order to induce Carl Westcott, an individual resident of the State
of Texas ("Westcott"), to sell one hundred percent (100%) percent of the issued
and outstanding shares of common stock of Atlanta Toyota, Inc., a Texas
corporation ("Atlanta Toyota"), to UAG Atlanta, Inc., a Delaware corporation and
a wholly-owned subsidiary of the undersigned ("UAG/Atlanta"), the undersigned
hereby irrevocably, unconditionally and absolutely guarantees the due
performance and punctual payment when due, whether at stated maturity, by
acceleration or otherwise, of all obligations of UAG/Atlanta now or hereafter
existing under that certain Promissory Note (the "Note") dated January 16, 1996
payable to the order of Westcott in the original principal amount of $2,100,100
(all such obligations being sometimes hereinafter referred to as the
"Obligations"), and agrees to pay any and all expenses (including reasonable
counsel fees and expenses) incurred by Westcott in enforcing any rights under
this Guaranty.
The undersigned hereby waives promptness, diligence, presentment,
protest, notice of dishonor, demand for payment, extension of time of payment,
notice of acceptance of this Guaranty, notice of non-payment when due of the
Obligations guaranteed hereby and indulgences and notices of every other kind
and hereby consents to any and all forebearances and extensions of time of
payment of the Obligations and to any and all of the changes in the terms,
covenants and conditions thereof hereafter made or guaranteed. The liability of
the undersigned under this Guaranty shall be absolute and unconditional
irrespective of (i) any lack of validity or enforceability of the Note, (ii) any
change in the time, manner or place of payment of, or in any other term of, all
or any of the Obligations, or any other amendment or waiver or any consent to
departure from the Note and any other agreement or instrument relating thereto,
(iii) any release or amendment or waiver of or consent to departure from any
other guaranty for all or any of the Obligations, or (iv) any other circumstance
which might otherwise constitute a defense available to, or a discharge of
UAG/Atlanta or a guarantor.
No delay or omission by Westcott in exercising any of his rights,
remedies, powers and privileges hereunder and no course of dealing between
Westcott, on the one hand, and UAG/Atlanta, Atlanta Toyota, the undersigned or
any other person, on the other hand, shall be deemed a waiver by Westcott of any
of his rights, remedies, powers, and privileges, even if such delay or omission
is continuous or repeated; nor shall any single or partial exercise of any
right, remedy, power or privilege preclude any other or further exercise thereof
by Westcott or the exercise of any other right, remedy, power or privilege by
Westcott. No notice or demand on UAG/Atlanta, Atlanta Toyota, the undersigned
or any other person in any instance shall entitle
UAG/Atlanta, Atlanta Toyota, the undersigned or any other person to any other or
further notice or demand in similar or other circumstances or constitute a
waiver of Westcott's right to any other or further action in any circumstances
without notice or demand.
This Guaranty shall be enforceable without Westcott having to proceed
first against UAG/Atlanta (the right to require Westcott to take action against
UAG/Atlanta as required by O.C.G.A. Section 10-7-24 being hereby expressly
waived) or against any security for the payment of the Obligations, and shall be
effective regardless of the solvency or insolvency of UAG/Atlanta, any
reorganization, merger or consolidation of UAG/Atlanta, or any change in the
composition, nature, personnel or location of UAG/Atlanta.
This Guaranty shall remain in full force and effect, and the
undersigned shall continue to be liable for the payment of the Obligations in
accordance with the terms of the documents and instruments evidencing and
securing the same, notwithstanding the commencement of any bankruptcy,
reorganization or other debtor relief proceeding by or against UAG/Atlanta, and
notwithstanding any modification, discharge or extension of the Obligations, any
modification or amendment of any document or instrument evidencing or securing
any of the Obligations, any stay of the exercise by Westcott of any of his
rights and remedies against UAG/Atlanta with respect to any of the Obligations,
or any cure of any default by UAG/Atlanta under any document or instrument
evidencing or securing any of the Obligations, which may be effected in
connection with any such proceeding, whether permanent or temporary, and
notwithstanding any assent thereto by Westcott.
Wherever possible, each provision of this Guaranty shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Guaranty shall be prohibited by or be invalid under
such law, such provision shall be ineffective to the extent of such prohibition
or invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Guaranty.
The undersigned warrants and represents to Westcott that any financial
statements heretofore delivered by the undersigned to Westcott were true and
correct in all respects as of the date delivered to Westcott.
This Guaranty shall inure to the benefit of Westcott and his
successors and assigns, and shall be binding upon the undersigned and its
successors and assigns. This instrument constitutes the entire agreement as to
the subject matter contemplated hereby.
No amendment or waiver of any provision of this Guaranty nor consent
to any departure by Westcott therefrom shall
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in any event be effective unless the same shall be in writing and signed by
Westcott and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.
This instrument has been made and delivered in Georgia and shall be
governed by the laws of Georgia.
WITNESS the undersigned's signature as of the 16th day of January,
1996.
UNITED AUTO GROUP, INC.,
a Delaware corporation
By: /s/George Lowrance
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Its: Secretary
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