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EXHIBIT 10.10
UNCONDITIONAL GUARANTY
KNOW ALL MEN BY THESE PRESENTS that Talon Automotive Group, Inc. ("TAG"),
VS Holdings, Inc., and Veltri Holdings USA, Inc. all of which share the mailing
address of 900 Wilshire Drive, Suite 203, Troy, Michigan ("Guarantors"), for
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, hereby unconditionally and absolutely guarantee to Michael T. J.
Veltri, individually and as trustee of the Michael T. J. Veltri Revocable Living
Trust u/a/d December 17, 1992, ("Creditor"), his successors and assigns, the
full and prompt payment by Veltri Metal Products Co. ("VMP"), when and as due,
the Veltri Indebtedness, as that term is defined in the offering of up to
$125,000,000 in senior subordinated notes pursuant to Rule 144A promulgated
under the Securities Act of 1933 as amended, provided, however, that for
purposes of this Guaranty, the Veltri Indebtedness shall not include any
obligations to Creditor under the TAG Equity Ownership Plan, Creditor's Deferred
Compensation Agreement or Creditor's Equity Ownership Agreement.
The obligations of Guarantors hereunder sha11 be absolute and primary, and
shall be complete and binding immediately upon the complete execution hereof and
shall be subject to no other condition whatsoever precedent or otherwise and
notice of acceptance hereof or action in reliance hereon shall not be required.
The obligations of Guarantors shall be continuing and shall continue,
irrespective of any statute of limitations otherwise applicable or defenses of
laches.
Upon the occurrence of VMP's failure to pay any of the Veltri Indebtedness,
Guarantors agree to pay immediately the same, together with all other charges
accruing with respect to said amount and all costs and expenses of collection,
including reasonable attorneys' fees.
As security for this Guaranty and the obligations of Guarantors hereunder,
Guarantors and Creditor have entered into a certain security agreement of even
date herewith, whereby Guarantors have granted security interests in all of
their assets to Creditor.
Guarantors hereby undertake to cause all of their future wholly-owned
subsidiaries, as well as other subsidiaries which receive funding from any of
them directly or under lending arrangements with Comerica Bank, or whose
indebtedness is guaranteed by TAG, or any of them, to execute guaranties of the
Veltri Indebtedness in the same or substantially the same form hereby given.
Guarantors consent to any and all extensions, renewals, waivers or
modifications that may be granted by Creditor with respect to the Veltri
Indebtedness and waive any defenses in connection with such events. Other than
as required by other agreements by and among the parties hereof, Guarantors
further waive any failure of Creditor to give a notice of default, any failure
of Creditor to pursue any other party or its assets with due diligence, any
failure to resort to any other remedy available to Creditor and any and all
defenses whatsoever arising out of this Guaranty.
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This Guaranty and the rights and liabilities of the parties hereunder shall
be governed by and construed under the laws of the State of Michigan.
IN WITNESS WHEREOF, the Guarantors have executed this Unconditional
Guaranty on the day ____ of April, 1998.
IN THE PRESENCE OF: TALON AUTOMOTIVE GROUP, INC.,
a Michigan corporation
By: David J. Woodward
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Its:
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VS HOLDINGS, INC.
By: David J. Woodward
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Its:
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VELTRI HOLDINGS USA, INC.
By: David J. Woodward
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Its:
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