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EXHIBIT 4.4
Form of Amended and Restated Guaranty Agreement
The following document is the form of Amended and Restated Guaranty
Agreement in favor of NBD Bank (now known as Bank One, Michigan) executed by the
following subsidiaries of the Registrant: Creative Fabrication Corporation,
Concept Management Corporation, Lobdell Emery Corporation, OASP, Inc., OASP II,
Inc., Winchester Fabrication Corporation, Parallel Group International, Inc.,
Laserweld International, L.L.C., Lewis Emery Capital Corporation, RPI Holdings,
Inc., RPI, Inc., Prudenville Manufacturing, Inc. Oxford Suspension, Inc., and
Howell Industries, Inc. The agreements are substantially the same in all
material respects except as to the identity of the parties thereto.
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AMENDED AND RESTATED GUARANTY AGREEMENT
THIS AMENDED AND RESTATED GUARANTY AGREEMENT, dated as of May 14, 1999
(this "Guaranty"), is made by LOBDELL EMERY CORPORATION, a Michigan corporation,
WINCHESTER FABRICATION CORPORATION, a Michigan corporation, CREATIVE FABRICATION
CORPORATION, a Tennessee corporation, PARALLEL GROUP INTERNATIONAL, INC., an
Indiana corporation, LASERWELD INTERNATIONAL, L.L.C., an Indiana limited
liability company, CONCEPT MANAGEMENT CORPORATION, a Michigan corporation, LEWIS
EMERY CAPITAL CORPORATION, a Michigan corporation, OASP, INC., a Michigan
corporation, and OASP II, Inc., a Michigan corporation, RPI Holdings, Inc., a
Michigan corporation, RPI, Inc., a Michigan corporation, Prudenville
Manufacturing, Inc., a Michigan corporation, Oxford Suspension, Inc., a Michigan
corporation and Howell Industries, Inc., a Michigan corporation, (the foregoing
are hereinafter sometimes referred to individually as a "Guarantor" and
collectively as the "Guarantors"), in favor of the lenders (the "Lenders") which
are parties to the Credit Agreement hereinafter defined and NBD BANK, a Michigan
banking corporation, as agent (in such capacity, the "Agent") for such Lenders
under the Credit Agreement.
RECITALS
A. Certain of the Guarantors have entered into a Guaranty Agreement
dated as of June 24, 1997, as amended, in favor of the Agent for the benefit of
the Agent and the Lenders (as amended or modified or modified from time to time,
the "Prior Guaranty"), in connection with that certain Credit Agreement among
Oxford Automotive, Inc., a Michigan corporation (the "Borrower") and the
Borrowing Subsidiaries identified from time to time therein (the "Borrowing
Subsidiaries" and collectively with the Borrower, the "Borrowers") with the
Lenders party thereto and the Agent, dated as of June 24, 1997.
B. The Borrowers have entered into an Amended and Restated Credit
Agreement of even date herewith (as amended or modified from time to time,
including any agreement entered into in substitution therefor, the "Credit
Agreement"), with the Lenders parties thereto and the Agent pursuant to which
the Lenders may make Advances (as therein defined) to the Borrower and the
Borrowing Subsidiaries.
C. As a condition to the effectiveness of the obligations of the
Lenders under the Credit Agreement, each Guarantor is required to guarantee,
among other things, the obligations of the Borrower and the Borrowing Subsidiary
in respect of the Advances and other obligations of the Borrower and the
Borrowing Subsidiary under the Operative Documents (as hereinafter defined).
D. Each Guarantor has reviewed the Credit Agreement, the Notes, the
Letters of
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Credit and all other documents, agreements, instruments and certificates
furnished by or on behalf of the Borrower and the Borrowing Subsidiary in
connection therewith, including without limitation all interest rate swap, cap
and similar agreements with any Lender (collectively, the "Swap Documents") (all
of the foregoing, as amended or modified from time to time and together with any
agreements or instruments in replacement thereof, being herein collectively
referred to as the "Operative Documents"), and each Guarantor has determined
that it is in its interest and to its financial benefit that the parties to the
Operative Documents enter into the transactions contemplated thereby.
AGREEMENTS
For valuable consideration, the receipt and sufficiency of which are
hereby acknowledged and as further consideration, and as an inducement to the
Lenders and the Agent to maintain the credit facilities established by the
Operative Documents, each Guarantor agrees with the Lenders and the Agent as
follows:
1. Guarantee of Obligations. (a) Each Guarantor hereby (i) guarantees,
as principal obligor and not as surety only, the prompt and complete payment of
all indebtedness and other obligations of the Borrower and the Borrowing
Subsidiaries now or hereafter owing to the Lenders or the Agent under or on
account of the Credit Agreement, any Security Document or any Letter of Credit,
notes or other instruments issued to the Agent or any Lender pursuant thereto,
or any other Loan Document, (ii) the prompt and complete payment of all Hedging
Obligations of any Borrower or Guarantor owing to any Lender or any Affiliate of
any Lender and (iii) the prompt and complete payment of all indebtedness and
obligations of the Borrower pursuant to the Mexican Facility Tranche A Guaranty,
(iv) the prompt and complete payment of all indebtedness of the Company and any
other Guarantor under any Guaranty, in all cases, of any kind or nature,
howsoever created or evidenced and whether now or hereafter existing, direct or
indirect (including without limitation any participation interest acquired by
any Lender in any such indebtedness, obligations or liabilities of the Borrower
or any Borrowing Subsidiary to any other person), absolute or contingent, joint
and/or several, secured or unsecured, arising by operation of law or otherwise,
and whether incurred by the Borrower or any Borrowing Subsidiary as principal,
surety, endorser, guarantor, accommodation party or otherwise, including without
limitation all principal and all interest (including any interest accruing
subsequent to any petition filed by or against the Borrower or any Borrowing
Subsidiary under the U.S. Bankruptcy Code), indemnity and reimbursement
obligations, charges, expenses, fees, attorneys' fees and disbursements and any
other amounts owing thereunder (all of the aforesaid indebtedness, obligations
and liabilities of the Company and its Subsidiaries being herein called the
"Secured Obligations", and all of the documents, agreements and instruments
among the Company, the Subsidiaries, the Agent, the Lenders, or any of them,
evidencing or securing the repayment of, or otherwise pertaining to, the Secured
Obligations being herein collectively called the "Operative Documents"); and (v)
agrees to make prompt payment, on demand, of any and all reasonable costs and
expenses incurred by the Lenders or the Agent in connection with enforcing the
obligations of any Guarantor hereunder, including, without limitation, the
reasonable fees and disbursements of counsel (all of the foregoing being
collectively referred to as the "Guaranteed Obligations").
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(b) If for any reason any duty, agreement or obligation of the
Borrower or the Borrowing Subsidiary contained in any Operative Document shall
not be performed or observed by the Borrower or the Borrowing Subsidiary as
provided therein, or if any amount payable under or in connection with any
Operative Document shall not be paid in full when the same becomes due and
payable, each Guarantor undertakes, but without duplication, to perform or cause
to be performed promptly each of such duties, agreements and obligations and to
pay forthwith each such amount to the Agent for the account of the Lenders
regardless of any defense or setoff or counterclaim which the Borrower or the
Borrowing Subsidiary or the Guarantor may have or assert, and regardless of any
other condition or contingency.
2. Nature of Guaranty. This Guaranty is an absolute and unconditional
and irrevocable guaranty of payment and not a guaranty of collection and is
wholly independent of and in addition to other rights and remedies of the
Lenders and the Agent and is not contingent upon the pursuit by the Lenders and
the Agent of any such rights and remedies, such pursuit being hereby waived by
each Guarantor.
3. Waivers and Other Agreements. Each Guarantor hereby unconditionally
(a) waives any requirement that the Lenders or the Agent, upon the occurrence of
an Event of Default first make demand upon, or seek to enforce remedies against
the Borrower or the Borrowing Subsidiary before demanding payment under or
seeking to enforce this Guaranty, (b) covenants that this Guaranty will not be
discharged except by complete performance of all obligations of the Borrower or
the Borrowing Subsidiary contained in the Operative Documents, (c) agrees that
this Guaranty shall remain in full force and effect without regard to, and shall
not be affected or impaired, without limitation, by any invalidity, irregularity
or unenforceability in whole or in part of any of the Operative Documents or any
of the Guaranteed Obligations, or any limitation on the liability of the
Borrower or the Borrowing Subsidiary thereunder, or any limitation on the method
or terms of payment thereunder which may or hereafter be caused or imposed in
any manner whatsoever (including, without limitation, usury laws), (d) waives
diligence, presentment and protest with respect to, and any notice of default or
dishonor in the payment of any amount at any time payable by the Borrower or the
Borrowing Subsidiary under or in connection with any of the Operative Documents,
and further waives notice of any of the matters referred to in paragraph 4
below, and further waives all notices which may be required by statute, rule of
law or otherwise to preserve any rights of the Lenders or the Agent, including
without limitation any requirement of notice of acceptance of, or other
formality relating to this Guaranty and (e) agrees that the Guaranteed
Obligations shall include any amounts paid by the Borrower or the Borrowing
Subsidiary to the Lenders or the Agent which may be required to be returned to
the Borrower or the Borrowing Subsidiary or to its representative or to a
trustee, custodian or receiver for the Borrower or the Borrowing Subsidiary.
4. Obligations Absolute. The obligations, covenants, agreements and
duties of any Guarantor under this Guaranty shall not be released, affected or
impaired by any of the following whether or not undertaken with notice to or
consent of any Guarantor: (a) an assignment or transfer, in whole or in part, of
any of the Guaranteed Obligations or any of the Operative Documents although
made without notice to or consent of any Guarantor, or (b) any waiver by
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any Lender or the Agent or by any other person, of the performance or observance
by the Borrower or the Borrowing Subsidiary of any of the agreements, covenants,
terms or conditions contained in any of the Operative Documents, or (c) any
indulgence in or the extension of the time for payment by the Borrower or the
Borrowing Subsidiary of any amounts payable under or in connection with any of
the Operative Documents, or of the time for performance by the Borrower or the
Borrowing Subsidiary of any other obligations under or arising out of any of the
Operative Documents, or the extension or renewal thereof, or (d) the
modification, amendment or waiver (whether material or otherwise) of any duty,
agreement or obligation of the Borrower or the Borrowing Subsidiary set forth in
any of the Operative Documents (the modification, amendment or waiver from time
to time of any of the Operative Documents to which the Borrower or the Borrowing
Subsidiary is a party being expressly authorized without further notice to or
consent of any Guarantor), or (e) the voluntary or involuntary liquidation, sale
or other disposition of all or substantially all of the assets of the Borrower
or the Borrowing Subsidiary or any receivership, insolvency, bankruptcy,
reorganization, or other similar proceedings, affecting the Borrower or any of
its assets or the Borrowing Subsidiary or any of its assets, or (f) the merger
or consolidation of the Borrower or the Borrowing Subsidiary with or into any
other person or any transfer or other disposition of any shares of capital stock
of the Borrower or the Borrowing Subsidiary by the holder thereof, or (g) the
release of discharge of the Borrower, the Borrowing Subsidiary or any other
obligor from the performance or observance of any agreement, covenant, term or
condition contained in any Operative Document, by operation of law, (h) the
release of any security, if any, for the obligations of the Borrower or the
Borrowing Subsidiary under any of the Operative Documents, or the impairment of
or failure to perfect an interest in any such security, or (i) the running of
any limitations period otherwise applicable, or (j) any exercise or non-exercise
of any right, remedy, power or privilege in respect of this Guaranty or any of
the Operative Documents, including without limitation the release, discharge, or
variance of the liability of any Guarantor, or (k) any other cause whether
similar or dissimilar to the foregoing which would release, affect or impair the
obligations, covenants, agreements or duties of the Guarantor hereunder.
5. Joint and Several Obligations. The obligations of the Guarantors
hereunder shall be several and also joint each with all or with any one or more
of the other parties now or hereafter guaranteeing any of the Guaranteed
Obligations, and such obligations of the Guarantors may be enforced against each
Guarantor separately or against any two or more jointly, or against some
separately and some jointly.
6. No Investigation by Lenders or Agent. Each of the Guarantors hereby
waives unconditionally any obligation which, in the absence of such provision,
the Lenders or the Agent might otherwise have to investigate or to assure that
there has been compliance with the law of any jurisdiction with respect to the
Guaranteed Obligations recognizing that, to save both time and expense, each
Guarantor has requested that the Lenders and the Agent not undertake such
investigation. Each Guarantor hereby expressly confirms that the obligations of
such Guarantor hereunder shall remain in full force and effect without regard to
compliance or noncompliance with any such law and irrespective of any
investigation or knowledge of any Lender or the Agent of any such law.
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7. Indemnity. As a separate, additional and continuing obligation, each
Guarantor unconditionally and irrevocably undertakes and agrees with the Lenders
and the Agent that, should the Guaranteed Obligations not be recoverable from
any Guarantor under paragraph 1 hereof for any reason whatsoever (including,
without limitation, by reason of any provision of the Operative Document being
or becoming void, unenforceable, or otherwise invalid under any applicable law)
then, notwithstanding any knowledge thereof by any Lender or the Agent at any
time, each Guarantor as sole, original and independent obligor, upon demand by
the Agent, will make payment to the Agent for the account of the Lenders and the
Agent of the Guaranteed Obligations by way of a full indemnity in such currency
and otherwise in such manner as is provided in the Operative Documents.
8. Subordination. Each Guarantor agrees that any present or future
indebtedness, obligations or liabilities of the Borrower and the Borrowing
Subsidiary to such Guarantor shall be fully subordinate and junior in right and
priority of payment to any present or future indebtedness, obligations or
liabilities of the Borrower and the Borrowing Subsidiary to the Lenders and the
Agent. Each Guarantor waives any right of subrogation to the rights of any
Lender or the Agent against any Borrower or any Borrowing Subsidiary or any
other person obligated for payment of the Guaranteed Obligations and any right
of reimbursement or indemnity whatsoever arising or accruing out of any payment
which such Guarantor may make pursuant to this Guaranty and the Notes, and any
right of recourse to security for the debts and obligations of each Borrower and
any Borrowing Subsidiary, unless and until the entire principal balance of and
interest on the Guaranteed Obligations shall have been paid in full.
9. Representations, Warranties and Other Agreements. Each Guarantor
represents and warrants that (a) the execution, delivery and performance by such
Guarantor of this Guaranty are within its corporate powers, have been duly
authorized by all necessary corporate action, require no action by or in respect
of, or filing with, any governmental body, and do not contravene, or constitute
a default under, any provision of applicable law or regulation or of the
articles of incorporation or other charter documents or bylaws of such
Guarantor, or of any agreement, judgment, injunction, order, decree or other
instrument binding upon such Guarantor or its property; (b) this Guaranty has
been duly executed and constitutes a legal, valid and binding obligation of such
Guarantor, enforceable against such Guarantor in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to creditors' rights
and except that the remedy of specific performance and injunctive and other
forms of equitable relief are subject to equitable defenses and to the
discretion of the court for which any proceedings may be brought; and (c) as of
the date hereof, each of the following is true and correct for such Guarantor:
(i) the fair saleable value and the fair valuation of such Guarantor's property
is greater than the total amount of its liabilities (including contingent
liabilities) and greater than the amount that would be required to pay its
probable aggregate liability on its existing debts as they become absolute and
matured, (ii) such Guarantor's capital is not unreasonably small in relation to
its current and/or contemplated business or other undertaken transactions, and
(iii) such Guarantor does not intend to incur, or believe that it will incur,
debt beyond its ability to pay such debts as they become due; and (d) each of
the representations and warranties set forth in Article IV of the Credit
Agreement are true and correct with respect to such Guarantor.
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10. Remedies. (a) Upon the occurrence and during the continuance of any
Event of Default, the Lenders, or the Agent on behalf of the Lenders, may, in
addition to the remedies provided in the Operative Documents, enforce its rights
either by suit in equity, or by action at law, or by other appropriate
proceedings, whether for the specific performance (to the extent permitted by
law) of any covenant or agreement contained in this Guaranty or in aid of the
exercise of any power granted in this Guaranty and may enforce payment under
this Guaranty and any of its other rights available at law or in equity.
(b) Upon the occurrence and during the continuance of any Event of
Default hereunder, the Lenders are hereby authorized at any time and from time
to time, without notice to any Guarantor (any requirement for such notice being
expressly waived by each Guarantor) to set off and apply against any and all of
the obligations of the Guarantors now or hereafter existing under this Guaranty
any and all deposits (general or special, time or demand, provisional or final)
at any time held and other indebtedness at any time owing by the Lenders to or
for the credit or the account of the Guarantors and any property of the
Guarantors from time to time in possession of the Lenders, irrespective of
whether or not the Lenders shall have made any demand hereunder and although
such obligations may be contingent and unmatured. The rights of the Lenders
under this paragraph 10(b) are in addition to other rights and remedies
(including, without limitation, other rights of setoff) which the Lenders may
have.
(c) To the extent that it lawfully may, each Guarantor agrees that
it will not at any time insist upon or plead, or in any manner whatever claim or
take any benefit or advantage of any applicable present or future stay,
extension or moratorium law, which may affect observance or performance of the
provisions of this Guaranty, or any of the Operative Documents nor will it
claim, take or insist upon any benefit or advantage of any present or future law
providing for the evaluation or appraisal of any security for its obligations
hereunder or the obligations of the Borrower and the Borrowing Subsidiary under
the Operative Documents prior to any sale or sales thereof which may be made
under or by virtue of any instrument governing the same.
11. Amendments, Etc. This Guaranty may be amended from time to time
and any provision hereof may be waived in accordance with the requirements of
Section 8.1 of the Credit Agreement. No such amendment or waiver of any
provision of this Guaranty nor consent to any departure by any Guarantor
therefrom shall in any event be effective unless the same shall be in writing
and signed by the Required Lenders or all of the Lenders, as the case may be,
and, to the extent any rights or duties of the Agent may be affected, the Agent,
and then such amendment, waiver of consent shall be effective only in the
specific instance and for the specific purpose for which given.
12. Effect of Agreement. This Guaranty Agreement and the guaranty
afforded hereby is in addition to and not in substitution for any other guaranty
now or hereafter held by Agent and is, and is intended to be, a continuing
Guaranty Agreement and shall remain in full force and effect until the
Guaranteed Obligations have been paid and satisfied in full.
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13. Notices. All notices, demands, requests, consents and other
communications hereunder shall be in writing and shall be delivered or sent to
all or any of the Guarantors and to the Lenders and the Agent at the respective
addresses for notice set forth in Section 8.2 of the Credit Agreement or to such
other address as may be designated by the Guarantors, the Agent or any Lender by
notice to the other parties hereto. All notices and other communications shall
be made in accordance with Section 8.2 of the Credit Agreement.
14. Conduct No Waiver; Remedies Cumulative. The obligations of each
Guarantor under this Guaranty are continuing obligations and a separate and
independent cause of action shall arise in respect of each enforcement hereunder
and default hereunder or under the Credit Agreement. No course of dealing on the
part of any Lender or the Agent, nor any delay or failure on the part of any
Lender or the Agent in exercising any right, power or privilege hereunder shall
operate as a waiver of such right, power or privilege or otherwise prejudice the
rights and remedies of the Lenders and the Agent hereunder; nor shall any single
or partial exercise thereof preclude any further exercise thereof or the
exercise of any other right, power or privilege. No right or remedy conferred
upon or reserved to the Lenders or the Agent under this Guaranty is intended to
be exclusive of any other right or remedy, and every right and remedy shall be
cumulative and in addition to every other right or remedy given hereunder or now
or hereafter existing under any applicable law. Every right and remedy given by
this Guaranty or by applicable law to the Lenders or the Agent may be exercised
from time to time and as often as may be deemed expedient by them.
15. Reliance on and Survival of Various Provisions. All terms,
covenants, agreements, representations and warranties of each Guarantor made
herein or in any certificate or other document delivered pursuant hereto shall
be deemed to be material and to have been relied upon by the Lenders and the
Agent, notwithstanding any investigation heretofore or hereafter made by any
Lender or the Agent or on its behalf.
16. Successors and Assigns. The rights and remedies of the Lenders and
the Agent hereunder shall inure to the benefit of the Lenders and the Agent and
their respective successors and assigns, and the duties and obligations of each
Guarantor hereunder shall be binding upon such Guarantor and its successors and
assigns. No assignment of this Guaranty by any Guarantor shall be permitted
unless the prior written consent of the Lenders is obtained.
17. Survival of Lenders' Rights and Remedies. Notwithstanding any
provision of this Guaranty to the contrary, the execution and delivery by the
Guarantors of this Guaranty, and the Lenders' and the Agent's acceptance
thereof, shall not be deemed to (a) be a consent to any action, whether
heretofore or hereafter taken, by the Borrower or the Borrowing Subsidiary in
violation of any provision of any Operative Document, (b) be a waiver of any
provision of any Operative Document or (c) prejudice any rights or remedies
which the Lenders and the Agent may now have or have in the future under or in
connection with any Operative Document, including without limitation any such
rights or remedies with respect to any Event of Default or event causing or
permitting acceleration under any Operative Document which may heretofore have
occurred and be continuing or may hereafter occur.
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18. Governing Law; Consent to Jurisdiction. This Guaranty is a contract
made under, and the rights and obligations of the parties hereunder, shall be
governed by and construed in accordance with, the laws of the State of Michigan
applicable to contracts to be made and to be performed entirely with such State.
Each Guarantor further agrees that any legal action or proceeding brought with
respect to this Guaranty or the transactions contemplated hereby may be brought
in any court of the State of Michigan, or any court of the United States of
America sitting in Michigan, and each Guarantor hereby irrevocably submits to
and accepts generally and unconditionally the jurisdiction and venue of those
courts with respect to its person and property.
19. Definitions; Headings. Terms used but not defined herein shall have
the respective meanings ascribed thereto in the Credit Agreement. The headings
of the various subdivisions hereof are for convenience of reference only and
shall in no way modify any of the terms or provisions hereof.
20. Integration; Severability; Enforceability. This Guaranty embodies
the entire agreement and understanding among the Guarantors, the Lenders and the
Agent, and supersedes all prior agreements and understandings, relating to the
subject matter hereof. If any one or more provisions of this Guaranty should be
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way
be affected, impaired, prejudiced or disturbed thereby. If at any time any
portion of the obligations of any Guarantor under this Guaranty shall be
determined by a court of competent jurisdiction to be invalid, unenforceable or
avoidable, the remaining portion of the obligations of such Guarantor and each
other Guarantor under this Guaranty shall not in any way be affected, impaired,
prejudiced or disturbed thereby and shall remain valid and enforceable to the
fullest extent permitted by applicable law. If at any time all or any portion of
the obligations of any Guarantor under this Guaranty would otherwise be
determined by a court of competent jurisdiction to be invalid, unenforceable or
avoidable under Section 548 of the federal Bankruptcy Code or under a similar
applicable law of any jurisdiction, then notwithstanding any other provisions of
this Guaranty to the contrary such obligation or portion thereof of such
Guarantor under this Guaranty shall be limited to the greatest of (i) the value
of any quantifiable economic benefits accruing to such Guarantor as a result of
this Guaranty, (ii) an amount equal to 95% of the excess on the date the
relevant Guaranteed Obligations were incurred of the present fair saleable value
of the assets of such Guarantor over the amount of all liabilities of such
Guarantor, contingent or otherwise, other than under this Guaranty and (iii) the
maximum amount for which this Guaranty is determined to be enforceable.
21. Reinstatement. This Guaranty shall remain in full force and effect
and continue to be effective in the event any petition be filed by or against
the Borrower, the Borrowing Subsidiary or any Guarantor for liquidation or
reorganization, in the event the Borrower, the Borrowing Subsidiary or any
Guarantor becomes insolvent or makes an assignment for the benefit of creditors
or in the event a receiver or trustee be appointed for all or any significant
part of any Borrower's, any Borrowing Subsidiary's or any Guarantor's assets,
and shall continue to be effective or be reinstated, as the case may be, if at
any time payment and performance of the Guaranteed Obligations, or any part
thereof, is, pursuant to applicable law, rescinded or reduced
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in amount, or must otherwise be restored or returned by the Agent or any Lender,
whether as a "voidable preference", "fraudulent conveyance", or otherwise, all
as though such payment or performance had not been made. In the event that any
payment, or any part thereof, is rescinded, reduced, restored or returned, the
Guaranteed Obligations shall be reinstated and deemed reduced only by such
amount paid and not so rescinded, reduced, restored or returned.
22. Counterpart Execution. This Guaranty may be signed upon any number
of counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument. This Guaranty
shall become effective as to each Guarantor when a counterpart hereof shall have
been signed by such Guarantor.
23. Waiver of Jury Trial. The Agent, the Lenders and each of the
Guarantors, after consulting or having had the opportunity to consult with
counsel, knowingly, voluntarily and intentionally waive any right any of them
may have to a trial by jury in any litigation based upon or arising out of this
Guaranty or any related instrument or agreement or any of the transactions
contemplated by this Guaranty. Neither the Agent, any Lender nor any Guarantor
shall seek to consolidate, by counterclaim or otherwise, any such action in
which a jury trial has been waived with any other action in which a jury trial
cannot be or has not been waived. These provisions shall not be deemed to have
been modified in any respect or relinquished by the Agent, any Lender or any
Guarantor except by a written instrument executed by all of them.
IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be duly
executed and delivered as of the day and year first above written.
LOBDELL EMERY CORPORATION
By:
Its:
WINCHESTER FABRICATION CORPORATION
By:
Its:
CREATIVE FABRICATION CORPORATION
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By:
Its:
PARALLEL GROUP INTERNATIONAL, INC.
By:
Its:
LASERWELD INTERNATIONAL, L.L.C.
By: Lobdell Emery Corporation, its sole member
By:
Its:
CONCEPT MANAGEMENT CORPORATION
By:
Its:
LEWIS EMERY CAPITAL CORPORATION
By:
Its:
OASP, INC.
By:
Its:
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OASP II, INC.
By:
Its:
RPI HOLDINGS, INC.
By:
Its:
RPI, INC.
By:
Its:
PRUDENVILLE MANUFACTURING, INC.
By:
Its:
OXFORD SUSPENSION, INC.
By:
Its:
HOWELL INDUSTRIES, INC.
By:
Its:
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