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EXHIBIT 4.2
[FORM OF GUARANTEE]
Each undersigned Guarantor (as defined in the Indenture referred to in
the Security upon which this notation is endorsed and each referred to as the
"Guarantor," which term includes any successor person under the Indenture)
unconditionally guarantees on a senior subordinated basis as set forth in
Article Twelve of the Indenture (such guarantee by the Guarantor being referred
to herein as a "Guarantee") (i) the due and punctual payment of the principal of
and interest on the Securities, whether at maturity, by acceleration or
otherwise, the due and punctual payment of interest on the overdue principal and
interest, if any, on the Securities, to the extent lawful, and the due and
punctual performance or all other obligations of the Company to the Holders or
the Trustee all in accordance with the terms set forth in Article Ten of the
Indenture and (ii) in case of any extension of time of payment or renewal of any
Securities or any of such other obligations, that the same will be promptly paid
in full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise.
No stockholder, officer, director or incorporator, as such, past,
present or future, of the Guarantor shall have any liability under the Guarantee
by reason of his or its status as such stockholder, officer, director or
incorporator.
The Guarantee shall not be valid or obligatory for any purpose until
the certificate of authentication on the Securities upon which the Guarantee is
noted shall have been executed by the Trustee under the Indenture by the manual
signature of one of its authorized officers.
VS HOLDINGS, INC.
By:
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Name: David J. Woodward
Title: Vice President
By:
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Name: Wayne C. Inman
Title: Secretary
VELTRI HOLDINGS USA, INC.
By:
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Name: David J. Woodward
Title: Vice President
By:
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Name: Wayne C. Inman
Title: Secretary
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VELTRI METAL PRODUCTS CO.
By:
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Name: Wayne C. Inman
Title: Secretary
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ASSIGNMENT FORM
I or we assign and transfer this Security to
______________________________________________________________________________
______________________________________________________________________________
(Print or type name, address and zip code of assignee or transferee)
______________________________________________________________________________
(Insert Social Security or other identifying number of assignee or transferee)
and irrevocably appoint_______________________________________________________
agent to transfer this Security on the books of the Company.
The agent may substitute another to act for him.
Dated:____________________________ Signed:______________________
(Sign exactly as name
appears on the other side
of this Security)
Signature Guarantee:_________________________________________________________
Participant in a recognized Signature Guarantee Medallion
Program (or other signature guarantor reasonably acceptable
to the Trustee)
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OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Security purchased by the Company
pursuant to Section 4.12 or Section 4.24 of the Indenture, check the
appropriate box:
Section 4.12 [ ] Section 4.24 [ ]
If you want to elect to have only part of this Security purchased by
the Company pursuant to Section 4.12 or Section 4.24 of the Indenture, state the
amount: $________________
Date:_________________________ Your Signature:_____________
(Sign exactly as your name
appears on the other side of
this Security)
Signature Guarantee:___________________________________________________
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