HOLDINGS GUARANTEE
GUARANTEE, dated as of March 30, 1998, ("Guarantee") by MMH
Holdings, Inc. (the "Guarantor"), in favor and for the benefit of CANADIAN
IMPERIAL BANK OF COMMERCE ("CIBC"), having an office at 425 Lexington Avenue,
New York, New York 10017, and in its capacity as collateral agent (in such
capacities and together with any successors in such capacity, the "Collateral
Agent") for the ratable benefit of the lending institutions (the "Banks") from
time to time party to the Credit Agreement (as hereinafter defined).
R E C I T A L S :
A. Pursuant to a certain Credit Agreement, dated as of March 30,
1998 (as amended, amended and restated, supplemented or otherwise modified from
time to time, the "Credit Agreement"; capitalized terms used herein and not
defined shall have the meanings assigned to them in the Credit Agreement), among
MORRIS MATERIAL HANDLING, INC. ("MMH"), as a U.S. Borrower, MATERIAL HANDLING,
LLC, as a U.S. Borrower (together with MMH, the "U.S. Borrowers"), MORRIS
MATERIAL HANDLING LIMITED, as U.K. Borrower (the "U.K. Borrower"), KAVERIT STEEL
AND CRANE ULC and MONDEL ULC, as Canadian Borrowers (the "Canadian Borrowers",
and together with the U.S. Borrowers and the U.K. Borrower, the "Borrowers"),
the Guarantor, CREDIT AGRICOLE INDOSUEZ, as Syndication Agent, BANKBOSTON, N.A.,
as Documentation Agent, the Banks and CIBC, as Administrative Agent and
Collateral Agent for the Banks (together with the Syndication Agent and the
Documentation Agent, the "Agents"), the Banks have agreed (i) to make to or for
the account of MMH certain Term Loans up to an aggregate principal amount of
$55,000,000, to make to or for the account of the U.S. Borrowers certain
Acquisition Term Loans up to an aggregate principal amount of $30,000,000 and to
make certain Revolving Loans to the Borrowers up to an aggregate principal
amount of $70,000,000 and (ii) to make certain Swingline Loans and to issue
certain Letters of Credit for the account of the Borrowers.
B. It is contemplated that the Borrowers may enter into one or more
agreements with one or more of the Banks ("Interest Rate Agreements") fixing the
interest rates with respect to Loans under the Credit Agreement (all obligations
of the Borrowers now existing or hereafter arising under such Interest Rate
Agreements, collectively, the "Interest Rate Obligations").
C. It is a condition to the obligations of the Banks to make the
Loans under the Credit Agreement and a condition to any Bank issuing Letters of
Credit or Acceptances under the Credit Agreement or entering into the Interest
Rate Agreements that the Guarantor shall have executed and delivered this
Guarantee and that this Guarantee shall be in full force and effect.
-2-
D. This Guarantee is given by the Guarantor in favor of the
Collateral Agent for its benefit and the benefit of the Banks to guarantee all
of the Obligations of the Borrowers in accordance with the terms of the Credit
Agreement.
E. All of the Guarantor's obligations hereunder shall be secured
pursuant to the Security Documents to which the Guarantor is a party.
NOW, THEREFORE, in consideration of the foregoing premises and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Guarantor hereby agrees as follows:
1. Guarantee. (a) To induce the Banks to execute and deliver the
Credit Agreement and to make the Loans and issue the Letters of Credit upon the
terms and conditions set forth in the Credit Agreement, and in consideration
thereof, the Guarantor hereby unconditionally and irrevocably (i) guarantees to
the Banks and their respective successors, endorsees, transferees and assigns,
the prompt and complete payment and performance when due (whether at the stated
maturity, by acceleration or otherwise) and at all times thereafter of the
Obligations of the Borrowers (including amounts which would become due but for
the operation of the automatic stay under Section 362(a) of the Bankruptcy
Code); and (ii) agrees to pay any and all reasonable expenses (including
reasonable attorneys' fees and disbursements) which may be paid or incurred by
the Banks, the Agents or the Collateral Agent in enforcing any rights with
respect to, or collecting, any or all of the Obligations and/or enforcing any
rights with respect to, or collecting against, the Guarantor under this
Guarantee (collectively, the "Guaranteed Obligations").
(b) The Guarantor agrees that this Guarantee constitutes a guarantee
of payment when due and not of collection and waives any right to require that
any resort be had by the Collateral Agent, the Agents or any Bank to any of the
security held for payment of any of the Guaranteed Obligations or to any balance
of any deposit account or credit on the books of the Agents, the Collateral
Agent or any Bank in favor of any Borrower or any other Person.
(c) No payment or payments made by the Guarantor or any other Person
or received or collected by the Banks (or the Collateral Agent or Agents on
behalf of the Banks) from the 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 Guaranteed Obligations
shall be deemed to modify, reduce, release or otherwise affect the liability or
obligations of the Guarantor hereunder which shall, notwithstanding any such
payment or payments
-3-
other than payments made to the Banks (or the Collateral Agent or Agents on
behalf of the Banks) by the Guarantor or payments received or collected by the
Banks (or the Collateral Agent or Agents on behalf of the Banks) from the
Guarantor, remain liable for the Guaranteed Obligations until the Guaranteed
Obligations are paid in full in Cash or Cash Equivalents.
2. Waiver by Guarantor. The Guarantor hereby waives absolutely and
irrevocably any claim which it may have against any Borrower or any of their
respective Affiliates by reason of any payment to the Agents, Collateral Agent
or any Bank, or to any other Person pursuant to or in respect of this Guarantee,
including any claims by way of subrogation, contribution, reimbursement,
indemnity or otherwise, until the Guaranteed Obligations are paid in full.
3. Consent by Guarantor. The Guarantor hereby consents and agrees
that, without the necessity of any reservation of rights against the Guarantor
and without notice to or further assent by the Guarantor, any demand for payment
of any of the Guaranteed Obligations made by the Agents, the Collateral Agent or
any Bank may be rescinded by the Banks (or the Agents or Collateral Agent on
behalf of the Banks) and any of the Guaranteed Obligations continued, and the
Guaranteed Obligations, or the liability of any other party 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 Banks (or the Agents or the Collateral Agent on behalf of the
Banks); and the Credit Agreement or any other Credit Document, or other
guarantee or documents in connection therewith, or any of them, may be amended,
modified, supplemented or terminated, in whole or in part, as the Banks (or the
Agents or Collateral Agent on behalf of the Banks) may deem advisable from time
to time (in accordance with the terms thereof); and any Guarantee or right of
offset or any collateral may be sold, exchanged, waived, surrendered or
released, all without the necessity of any reservation of rights against the
Guarantor and without notice to or further assent by the Guarantor, which will
remain bound hereunder, notwithstanding any such renewal, extension,
modification, acceleration, compromise, amendment, supplement, termination,
sale, exchange, waiver, surrender or release. Neither the Banks nor the Agents
or the Collateral Agent shall have any obligation to protect, secure, perfect or
insure any collateral or property at any time held as security for the
Guaranteed Obligations or this Guarantee. When making any demand hereunder
against the Guarantor, the Agents, the Collateral Agent or the Banks may, but
shall be under no obligation to, make a similar demand on any other Credit Party
or any such other guarantor, and any failure by the Agents, the Collateral Agent
or the Banks to make any such demand or to collect
-4-
any payments from such other Credit Party or any such other guarantor or any
release of such other Credit Party or any such other guarantor or of the
Guarantor's obligations or liabilities hereunder shall not impair or affect the
rights and remedies, express or implied, or as a matter of law, of the Agents,
the Collateral Agent or the Banks against the Guarantor hereunder. For the
purposes hereof "demand" shall include the commencement and continuance of any
legal proceedings.
4. Waivers; Successors and Assigns. The Guarantor waives any and all
notice of the creation, renewal, extension or accrual of any of the Guaranteed
Obligations and notice of or proof of reliance by the Banks upon this Guarantee
or acceptance of this Guarantee, and the Guaranteed Obligations shall
conclusively be deemed to have been created, contracted or incurred in reliance
upon this Guarantee, and all dealings between the Guarantor and any other Credit
Party, on the one hand, and the Banks, on the other hand, shall likewise be
conclusively presumed to have been had or consummated in reliance upon this
Guarantee. The Guarantor waives diligence, presentment, protest, demand for
payment and notice of default or non-payment to or upon any Credit Party or the
Guarantor with respect to the Guaranteed Obligations. This Guarantee shall be
construed as a continuing, absolute and unconditional Guarantee of payment
without regard to the validity, regularity or enforceability of the Credit
Agreement, the other Credit Documents, any of the Guaranteed Obligations or any
guarantee therefor or right of offset with respect thereto at any time or from
time to time held by the Banks and without regard to any defense (other than the
defense of payment), set off or counterclaim which may at any time be available
to or be asserted by any Credit Party against the Banks, or by any other
circumstance whatsoever (with or without notice to or knowledge of the
Guarantor) which constitutes, or might be construed to constitute, an equitable
or legal discharge of the Guaranteed Obligations, or of the Guarantor under this
Guarantee, in bankruptcy or in any other instance, and the obligations and
liabilities of the Guarantor hereunder shall not be conditioned or contingent
upon the pursuit by the Banks or any other Person at any time of any right or
remedy against any Credit Party or against any other Person which may be or
become liable or obligated in respect of all or any part of the Guaranteed
Obligations or against any collateral security or guarantee therefor or right of
offset with respect thereto. This Guarantee shall remain in full force and
effect and be binding in accordance with and to the extent of its terms upon the
Guarantor and the successors and assigns thereof, and shall inure to the benefit
of the Banks, and their respective successors, indorsees, transferees and
assigns permitted under the Credit Agreement (including each holder from time to
time of Guaranteed Obligations) until all of the Guaranteed Obligations and the
obligations of the Guarantor under this Guarantee shall have been satisfied by
payment in full in Cash or
-5-
Cash Equivalents, notwithstanding that from time to time during the term of the
Credit Agreement any Credit Party may be released from all of its Guaranteed
Obligations thereunder.
5. Guarantee Secured. Payment under this Guarantee is secured by
pledges, encumbrances and mortgages of Collateral pursuant to applicable
Security Documents in accordance with the Credit Agreement. Reference is hereby
made to the Credit Agreement and the applicable Security Documents for a
description of the Collateral pledged and the right of the respective parties to
such property, to secure all the obligations of the Guarantor hereunder.
6. Rights of Set-Off. The Banks, and the Agents and Collateral Agent
on behalf of the Banks, are each hereby irrevocably authorized upon the
occurrence and during the continuance of an Event of Default without notice to
the Guarantor (any such notice being expressly waived by the 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 or contingent or matured or unmatured, at
any time held or owing by the Banks to or for the credit or the account of the
Guarantor, or any part thereof, in such amounts as the Banks, or the Agents or
Collateral Agent on behalf of the Banks, may elect, against and on account of
the obligations and liabilities of the Guarantor to the Banks, in any currency,
whether arising hereunder or otherwise, as the Banks, or the Agents or
Collateral Agent on behalf of the Banks, may elect, whether or not the Banks, or
the Agents or Collateral Agent on behalf of the Banks, have made any demand for
payment but only to the extent that such obligations, liabilities and claims
shall have become due and payable (whether as stated, by acceleration or
otherwise). The Banks, or the Agents or Collateral Agent on behalf of the Banks,
agree to notify the Guarantor promptly of any such set-off and the application
made by the Banks, or the Agents or Collateral Agent on behalf of the Banks;
provided that the failure to give such notice shall not affect the validity of
such set-off and application. The rights of the Banks, or the Agents or
Collateral Agent on behalf of the Banks, under this Section 6 are in addition to
other rights and remedies (including, without limitation, other rights of
set-off) which the Banks, or the Agents or Collateral Agent on behalf of the
Banks, may otherwise have.
7. Effectiveness; 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 Guaranteed Obligations is rescinded or must
otherwise be restored or returned by the Banks upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of any Credit Party, or
-6-
upon or as a result of the appointment of a receiver, intervenor or conservator
of, or trustee or similar officer for, any Credit Party or any substantial part
of its property, or otherwise, all as though such payments had not been made.
8. Payments of Guaranteed Obligations. The Guarantor hereby
guarantees that the Guaranteed Obligations will be paid for the ratable benefit
of the Banks without set-off or counterclaim in lawful currency of the United
States of America at the office of the Collateral Agent located at 425 Lexington
Avenue, New York, New York 10017. The Guarantor shall make any payments required
hereunder upon receipt of written notice thereof from the Agents or Collateral
Agent or any Bank; provided, however, that the failure of the Agents or
Collateral Agent or any Bank to give such notice shall not affect the
Guarantor's obligations hereunder.
9. Default. If (x) any Borrower has failed to pay or perform when
due its Guaranteed Obligations or (y) there is an event with respect to the
Guarantor that would require or permit the acceleration pursuant to Section 8.04
of the Credit Agreement of any outstanding Loan, or (z) the Guarantor's
obligations, if any, under the Credit Agreement are accelerated, then in the
case of clause (x) all of the Guaranteed Obligations with respect to the
Borrowers and in the case of clause (y) or clause (z) all of the Guaranteed
Obligations shall be immediately due and payable by the Guarantor, regardless of
whether in the case of clause (x) the payment of the Guaranteed Obligations has
been accelerated or in the case of clause (y) or clause (z) the Borrowers are in
default with respect to the Guaranteed Obligations.
10. Representations and Warranties. To induce the Banks to enter
into the Credit Agreement and to make Loans and to issue Letters of Credit, the
Guarantor represents and warrants to each Bank that the following statements are
true, correct and complete on and as of the Closing Date:
A. Organization and Powers. (a) The Guarantor is a duly organized
and validly existing corporation in good standing under the laws of the
jurisdiction of its organization and has the corporate power and authority to
own its property and assets and to transact the business in which it is engaged
and presently proposes to engage. (b) The Guarantor has duly qualified and is
qualified to do business, or as of the Closing Date has taken appropriate steps
to qualify, and is in good standing in all jurisdictions in which the conduct of
its business or the ownership of its properties requires such qualification,
except where the failure to be so qualified would not have a Material Adverse
Effect. (c) The Guarantor has all requisite power and authority and all
requisite governmental licenses, authorizations, consents and approvals to own
and carry on its businesss as now conducted
-7-
and as contemplated to be conducted by the Documents, including, without
limitation, those in compliance with or required by the Environmental Laws other
than such licenses, authorizations, consents and approvals the failure to obtain
which has not had and will not have a Material Adverse Effect. (d) The Guarantor
has all authority to enter into each of the Security Documents to which it is or
is to be a party and to carry out the transactions contemplated thereby and to
execute and deliver this Guarantee.
B. No Violations. Neither the execution, delivery or performance by
the Guarantor of any of the Credit Documents to which it is a party, nor
compliance with any of the terms and provisions thereof, nor the consummation of
any of the transactions contemplated therein, nor the grant and perfection of
the security interests pursuant to the Security Documents (a) will contravene
any provision of any law, statute, rule, regulation, order, writ, injunction or
decree of any Governmental Authority, (b) will conflict or be inconsistent with
or result in any breach of, any of the terms, covenants, conditions or
provisions of, or constitute (with notice or lapse of time or both) a default
under any material contractual obligation of the Guarantor, or (other than as
contemplated by the Security Documents) result in the creation or imposition of
(or the obligation to create or impose), any Lien upon any of the property or
assets of the Guarantor pursuant to any material contractual obligation or (c)
will violate any provision of the organizational documents of the Guarantor.
C. Approvals. The execution, delivery and performance by the
Guarantor of the Credit Documents to which it is, or is to be, a party do not
and will not require any registration with, consent or waiver or approval of, or
notice to, or other action to, with or by, any Governmental Authority or other
Person except filings required for the perfection or maintenance of perfection
of security interests granted pursuant to the Security Documents or enforcement
of the Liens or remedies provided by the Credit Documents. Except for such
filings, all consents and approvals from or notices to or filings with any
Governmental Authority or other Person required to be obtained by Guarantor have
been obtained and are in full force and effect except where the failure to
obtain such consents or approvals will not result in a Material Adverse Effect
and except for filings required to perfect or maintain the perfection of the
Liens granted by the Credit Documents and filings listed on Schedule 5.06 to the
Credit Agreement.
D. Binding Obligation. This Guarantee constitutes the legal, valid
and binding obligation of the Guarantor, enforceable against the Guarantor in
accordance with its terms, except as enforcement may be limited by bankruptcy,
insolvency, reorganization, fraudulence conveyance or transfer, moratorium or
-8-
similar laws relating to or limiting creditors' rights generally or by equitable
principles relating to enforceability whether enforcement is sought by
proceedings in equity or at law.
E. Investment Company. The Guarantor is not an "investment company"
or a company "controlled" by an "investment company" (as each of such quoted
terms is defined or used in the Investment Company Act of 1940, as amended) or
subject to any foreign, federal or local statute or regulation limiting its
ability to incur indebtedness for money borrowed or guarantee such indebtedness
as contemplated hereby or by any other Credit Document.
11. Ratable Sharing. The Banks by acceptance of this Guarantee agree
among themselves that with respect to all amounts received by them which are
applicable to the payment of obligations of the Guarantor under this Guarantee,
if the Banks, or the Agents or Collateral Agent on behalf of the Banks, exercise
their rights hereunder, including, without limitation, acceleration of the
obligations of the Guarantor hereunder, equitable adjustment will be made so
that, in effect, all such amounts will be shared among the Banks pro rata based
on the relative outstanding Guaranteed Obligations.
12. Merger. If the Guarantor shall merge into or consolidate with
another corporation, or liquidate, wind up or dissolve itself in a transaction
not prohibited by the Credit Agreement the Guarantor hereby covenants and
agrees, that upon any such merger, consolidation, liquidation, or dissolution,
the guarantee given in this Guarantee and the due and punctual performance and
observance of all of the covenants and conditions of the Credit Agreement to be
performed by the Guarantor, shall be expressly assumed (in the event that the
Guarantor is not the surviving corporation in the merger) by supplemental
agreements satisfactory in form to the Banks, or the Agents or Collateral Agent
on behalf of the Banks, by the corporation or corporations formed by such
consolidation, or into which the Guarantor shall have been merged. In addition,
the Guarantor shall deliver to the Banks, or the Agents or Collateral Agent on
behalf of the Banks, an Officers' Certificate and an opinion of counsel, each
stating that such merger or consolidation and such supplemental agreements
comply with this Guarantee and that all conditions precedent herein provided
relating to such transaction have been complied with. In case of any such
consolidation or merger and upon the assumption by the successor corporation or
corporations, by supplemental agreements executed and delivered to the Banks or
the Agents or Collateral Agent on behalf of the Banks, and satisfactory in form
to the Banks, or the Agents or Collateral Agent on behalf of the Banks, of the
guarantee given in this Guarantee and the due and punctual performance of all of
the covenants and conditions of the Credit Agreement to be performed by the
Guaran-
-9-
tor, such successor corporation or corporations shall succeed to and be
substituted for the Guarantor, with the same effect as if it or they had been
named herein as a Guarantor.
13. No Waiver. (a) No failure to exercise and no delay in
exercising, on the part of the Banks, or the Agents or Collateral Agent on
behalf of the Banks, any right, power or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any right, power or
privilege preclude any other or further exercise thereof, or the exercise of any
other power or right. The rights and remedies herein provided are cumulative and
not exclusive of any rights or remedies provided by law. (b) In the event the
Banks, the Agents or the Collateral Agent on behalf of the Banks, shall have
instituted any proceeding to enforce any right, power or remedy under this
Guarantee by sale or otherwise, and such proceeding shall have been discontinued
or abandoned for any reason or shall have been determined adversely to the
Banks, the Agents or the Collateral Agent on behalf of the Banks, then and in
every such case, the Guarantor, the Banks, the Agents or the Collateral Agent on
behalf of the Banks, and each Bank shall be restored to its respective former
position and rights hereunder, and all rights, remedies and powers of the Banks,
the Agents or the Collateral Agent on behalf of the Banks, shall continue as if
no such proceeding had been instituted.
14. Notices. All notices, demands, instructions or other
communications required or permitted to be given to or made upon any party
hereto shall be given in accordance with the provisions of the Credit Agreement
and at the address either set forth therein or as provided on the signature page
hereof.
15. Amendments, Waivers, etc. No provision of this Guarantee shall
be waived, amended, terminated or supplemented except by a written instrument
executed by the Guarantor and the Agents or Collateral Agent, on behalf of the
Banks.
16. Notice of Exercise. Upon exercise of its rights hereunder, the
Banks, or the Agents or Collateral Agent on behalf of the Banks, as the case may
be, shall provide written notice on the date of such exercise to the Banks, or
the Agents or the Collateral Agent on behalf of the Banks, as the case may be,
of such exercise; provided, however, that the failure by the Agents, the
Collateral Agent, or any of the Banks to provide such written notice shall not
in any way relieve the Guarantor of its obligations under this Guarantee.
17. GOVERNING LAW. THIS GUARANTEE SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
-10-
18. CONSENT TO JURISDICTION AND SERVICE PROCESS. ALL JUDICIAL
PROCEEDINGS BROUGHT AGAINST THE GUARANTOR WITH RESPECT TO THIS GUARANTEE MAY BE
BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF
NEW YORK AND BY EXECUTION AND DELIVERY OF THIS GUARANTEE THE GUARANTOR ACCEPTS
FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY,
THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS, AND IRREVOCABLY AGREES TO
BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS GUARANTEE. THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVE TRIAL BY JURY, AND THE GUARANTOR HEREBY
IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION
TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT
MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN
SUCH RESPECTIVE JURISDICTIONS. THE GUARANTOR DESIGNATES AND APPOINTS LEXIS
DOCUMENT SERVICES, INC. WITH AN ADDRESS AT 150 EAST 58TH STREET, 25TH FLOOR, NEW
YORK, NEW YORK 10155, AND SUCH OTHER PERSONS AS MAY HEREAFTER BE SELECTED BY THE
GUARANTOR, AFTER WRITTEN NOTICE TO THE AGENT, IRREVOCABLY AGREEING IN WRITING TO
SERVE, AS ITS AGENT TO RECEIVE ON ITS BEHALF, SERVICE OF ALL PROCESS IN ANY SUCH
PROCEEDINGS IN ANY SUCH COURT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY THE
GUARANTOR TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF SUCH
PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL TO THE GUARANTOR AS
PROVIDED IN SECTION 14 HEREOF. IF ANY AGENT APPOINTED BY THE GUARANTOR REFUSES
TO ACCEPT SERVICE, THE GUARANTOR HEREBY AGREES THAT SERVICE UPON IT BY MAIL
SHALL CONSTITUTE SUFFICIENT NOTICE. NOTHING HEREIN SHALL AFFECT THE RIGHT TO
SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF
ANY BANK TO BRING PROCEEDINGS AGAINST THE GUARANTOR IN THE COURTS OF ANY OTHER
JURISDICTION.
19. Severability of Provisions. 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 or
affecting the validity or enforceability of such provision in any other
jurisdiction.
20. Headings. The Section headings used in this Guarantee are for
convenience of reference only and shall not affect the construction of this
Agreement.
21. Future Advances. This Guarantee shall guarantee the payment of
any amounts advanced from time to time pursuant to the Credit Agreement.
22. Counterparts. This Guarantee and any amendments, waivers,
consents or supplements may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be
-11-
deemed an original, but all such counterparts together shall constitute but one
and the same instrument.
-12-
IN WITNESS WHEREOF, the undersigned has caused this Guarantee to be
duly executed and delivered by its duly authorized officer on the day and year
first above written.
MMH HOLDINGS, INC.
By: /s/ Martin Ditkof
-------------------------------
Name: Martin Ditkof
Title: Secretary