Preview | Guarantee Agreement |

This GUARANTEE AGREEMENT (as the same may hereafter be amended, supplemented or otherwise modified, this Guarantee), dated as of September 5, 2006, is by KEYSTONE TUBE COMPANY, LLC, a Delaware limited liability company, TOTAL PLASTICS, INC., a Michigan corporation, PARAMONT MACHINE COMPANY, LLC, a Delaware limited liability company, ADVANCED FABRICATING TECHNOLOGY, LLC, a Delaware limited liability company, OLIVER STEEL PLATE CO., a Delaware corporation, METAL MART, LLC, a Delaware limited liability company, DATAMET, INC., an Illinois corporation, TRANSTAR INTERMEDIATE HOLDINGS #2, INC., a Delaware corporation, TRANSTAR METALS HOLDINGS, INC., a Delaware corporation, TRANSTAR INVENTORY CORP., a Delaware corporation, TRANSTAR METALS CORP., a Delaware corporation and TRANSTAR MARINE CORP., a Delaware corporation (each of whom, together with each other Person which from time to time becomes a Guarantor pursuant to Section 5 hereof, is referred to herein, individually, as a Guarantor and, collectively, as the Guarantors) in favor of U.S. Lenders (as defined in the Credit Agreement referred to below) and BANK OF AMERICA, N.A., as U.S. Agent for U.S. Lenders (together with its successors and assigns, herein referred to as U.S. Agent).

2.1. Guarantee of Payment and Performance. Each Guarantor hereby absolutely, unconditionally and irrevocably, on a joint and several basis with each other Guarantor, guarantees to U.S. Agent and U.S. Lenders:

(a) the full and punctual payment by U.S. Borrower of the U.S. Obligations at any time payable under the Loan Documents in each case when and as the same shall become due and payable, whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions of this Guarantee, the Credit Agreement and the other Loan Documents, including, without limitation, overdue interest, post-petition interest, indemnification payments and all of such obligations which would become due but for the operation of the automatic stay pursuant to Section 362(a) of the United States Bankruptcy Code and the operation of Sections 502(b) and 506(b) of the United States Bankruptcy Code; and

(b) the full and punctual performance by U.S. Borrower of all duties, agreements, covenants and obligations of U.S. Borrower contained in the Credit Agreement and the other Loan Documents,

and the full and prompt payment, on demand, of all reasonable costs and expenses incurred by (x) U.S. Agent in connection with the negotiation, preparation, execution and delivery of this Guarantee and (y) U.S. Agent, U.S. Lenders or any trustee or agent acting on behalf of U.S. Agent and/or U.S. Lenders in enforcing any of its rights and remedies under this Guarantee, the Credit Agreement or any of the other Loan Documents, including, but not limited to, all reasonable attorneys fees and expenses (whether or not there is litigation), court costs and all costs in connection with any proceedings under any Debtor Relief Laws (collectively, the Guarantied Obligations), provided that the Guarantors shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys representing U.S. Agent.

2.2. Nature of Guarantee. This is a continuing, absolute and unconditional Guarantee of payment and performance and not merely of collection, and shall continue in full force and effect until such time as the Guarantied Obligations have been fully and irrevocably paid.

2.3. Binding Nature of Certain Adjudications. Each Guarantor shall be conclusively bound by the final adjudication in any action or proceeding, legal or otherwise to which U.S. Borrower is a party, involving any controversy arising under, in connection with, or in any way related to, any of the Guarantied Obligations, and by a final judgment, award or decree entered therein.

2.4. No Duty to Pursue Others. Upon the occurrence and during the continuance of an Event of Default, U.S. Agent or any trustee or agent acting on behalf of U.S. Agent may proceed to enforce its rights and remedies directly against any one or more of the Guarantors without first proceeding against U.S. Borrower or any other Person liable for the Guarantied Obligations or any security for the Guarantied Obligations.

End of Preview

Home Intelligence Services Subscriptions News About Us