Exhibit 10.13
COMMEMORATIVE BRANDS, INC.
7211 CIRCLE S ROAD
AUSTIN, TEXAS 78745-6603
August 26, 1998
Castle Harlan Partners II, L.P.
c/o Castle Harlan, Inc.
150 East 58th Street
New York, New York 10155
Re: GUARANTY OF OBLIGATIONS OF COMMEMORATIVE BRANDS, INC.
Ladies and Gentlemen:
Reference is made to (i) the Guaranty, dated as of August 26, 1998
(as amended or otherwise modified from time to time, the "GUARANTY"), made by
Castle Harlan Partners II, L.P. (the "GUARANTOR") in favor of BankBoston,
N.A., a national banking association (the "LENDER"), pursuant to which the
Guarantor guaranteed a portion of the obligations of Commemorative Brands,
Inc. (the "BORROWER") under the Revolving Credit Note, dated as of August 26,
1998 (as amended or otherwise modified from time to time, the "NOTE"), by the
Borrower in favor of the Lender and (ii) the Cash Collateral Agreement, dated
as of August 26, 1998 (as amended or otherwise modified from time to time,
the "CASH COLLATERAL AGREEMENT"), by and between the Guarantor and the Lender
pursuant to which the Guarantor has pledged cash as collateral to secure the
Guaranty. Any capitalized term used herein and not defined shall have the
meaning assigned to it in the Note.
In consideration of the execution and delivery of the Guaranty by
the Guarantor and the Guarantor's pledge of the collateral pursuant to the
Cash Collateral Agreement, the Borrower and the Guarantor hereby agree as
follows:
1. The Borrower agrees irrevocably, absolutely and
unconditionally to pay to the Guarantor from time to time, on demand, (a) all
amounts (whether for principal, interest, fees, expenses or otherwise) paid
from time to time by the Guarantor under the Guaranty or the Cash Collateral
Agreement, (b) any and all expenses (including counsel fees and expenses)
incurred by the Guarantor in enforcing its rights under this Letter Agreement
and (c) interest at an annual rate which shall at all times be equal to the
rate payable under the Note on all outstanding amounts owed by the Borrower
under this Letter Agreement, from the date of such demand until paid in full
(collectively, the "OBLIGATIONS").
August 26, 1998
Page 2
2. The Borrower agrees to pay all of the Obligations strictly
in accordance with the terms of this Letter Agreement, regardless of any law,
regulation or order now or hereafter in effect in any jurisdiction affecting
any of such terms or the rights of the Guarantor under the Guaranty. The
Borrower's liability hereunder shall be absolute and unconditional,
irrespective of (a) any lack of validity or enforceability of the Note, the
Guaranty, the Cash Collateral Agreement or any agreement, document or
instrument relating thereto (collectively, the "LOAN DOCUMENTS"), (b) any
change in the time, manner or place of payment of, or in any other term in
respect of, any or all of the Obligations, or any amendment or waiver of or
consent to any departure from any Loan Document, (c) any other circumstances
which might otherwise constitute a defense available to, or a discharge of,
the Borrower in respect of any obligations under the Note or other Loan
Documents or of the Guarantor under the Guaranty or the Cash Collateral
Agreement or (d) the absence of any action on the part of the Guarantor to
obtain payment of the Obligations from the Borrower or any other person or
entity.
3. All payments made by the Borrower to the Guarantor under
this Letter Agreement shall be made without defense, set off or counterclaim
in same day funds to the Guarantor at its address set forth above, or at such
other address as the Guarantor shall specify in writing.
4. The Borrower hereby waives (a) promptness and diligence,
(b) notice of acceptance, notice of the incurrence of any obligation by the
Borrower under the Note or other Loan Documents, and notice of payment by the
Guarantor under the Guaranty, (c) notice of any actions taken by the Lender
under any Loan Document, (d) all other notices, demands and protests, and all
other formalities of every kind in connection with the enforcement of the
Guarantor's rights under this Letter Agreement, the omission of or delay in
which, but for this paragraph, might constitute grounds for relieving the
Borrower of its obligations hereunder, and (e) any requirement that the
Guarantor exhaust any right or take any action against the Borrower, any
affiliate or any other person or entity.
5. No failure on the part of the Guarantor to exercise, and no
delay in exercising, any right hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any right preclude any other or
further exercise thereof or the exercise of any other right. The rights of
the Guarantor hereunder are not conditional or contingent on any requirement
by the Guarantor to exercise any of its rights against the Borrower or any
other person or entity. The rights and remedies of the Guarantor provided
herein are cumulative and are in addition to, and not exclusive of, any
rights and remedies provided by law.
6. This Letter Agreement shall (a) remain in full force and
effect until all obligations of the Guarantor under the Guaranty and Cash
Collateral Agreement shall have been terminated in accordance with its terms
thereunder, and (b) continue to be effective or reinstated, as the case may
be, if at any time any payment made by the Borrower to the Lender is
rescinded
August 26, 1998
Page 3
or must otherwise be returned by the Lender upon the insolvency or bankruptcy
or the Borrower or otherwise, all as if such payment had not been made.
7. This Letter Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their respective successors and
assigns.
8. This Letter Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of New York applicable
to contracts made and performed in such State.
Very truly yours,
COMMEMORATIVE BRANDS, INC., as
borrower
By: /s/ C.W. Walls
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Name: Clyde W. Walls
Title: Treasurer
CONSENTED AND AGREED TO THIS
26th DAY OF AUGUST, 1998
CASTLE HARLAN PARTNERS II, L.P.,
as guarantor
By: Castle Harlan Associates, L.P.
By: Castle Harlan Partners II GP, Inc.
By: /s/ Howard Weiss
------------------------------------
Name: Howard Weiss
Title: Treasurer