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EXHIBIT
10.51
Guarantee, dated January 9, 1998 executed by the Company
Angeles Metal Trim Co. and California Building Systems, Inc.
in favor of Congress Financial Corporation (Western) with
respect to Angeles Acquisition Corp. notes.
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[Multiple Corporate Guarantors]
GUARANTEE
January 9, 1998
Congress Financial Corporation (Western)
▇▇▇ ▇. ▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: ANGELES ACQUISITION CORP. ("Borrower")
Gentlemen:
Congress Financial Corporation (Western) ("Lender") and Borrower have
entered into certain financing arrangements pursuant to which Lender may make
loans and advances and provide other financial accommodations to Borrower as set
forth in the Loan and Security Agreement, dated January 9, 1998, by and between
Borrower and Lender (as the same now exists or may hereafter be amended,
modified, supplemented, extended, renewed, restated or replaced, the "Loan
Agreement"), and other agreements, documents and instruments referred to therein
or at any time executed and/or delivered in connection therewith or related
thereto, including, but not limited to, this Guarantee (all of the foregoing,
together with the Loan Agreement, as the same now exist or may hereafter be
amended, modified, supplemented, extended, renewed, restated or replaced, being
collectively referred to herein as the "Financing Agreements").
Due to the close business and financial relationships between Borrower
and each and all of the undersigned (individually and collectively,
"Guarantors"), in consideration of the benefits which will accrue to Guarantors
and as an inducement for an in consideration of Lender making loans and advances
and providing other financial accommodations to Borrower pursuant to the Loan
Agreement and the other Financing Agreements, each of Guarantors hereby jointly
and severally agrees in favor of Lender as follows:
1. Guarantee.
(a) Each of Guarantors absolutely and unconditionally, jointly and
severally, guarantees and agrees to be liable for the full and indefeasible
payment and performance when due of the following (all of which are collectively
referred to herein as the "Guaranteed Obligations"): (i) all obligations,
liabilities and indebtedness of any kind, nature and description of Borrower to
Lender and/or its affiliates, including principal, interest, charges, fees,
costs and expenses, however evidenced, whether as principal, surety, endorser,
guarantor or otherwise, whether arising under the Loan Agreement, the other
Financing Agreements or otherwise, whether now existing or hereafter arising,
whether arising before, during, or after the initial or any renewal term of the
Loan Agreement or after the commencement of any case with respect to Borrower
under the United States Bankruptcy Code or any similar statute (including,
without limitation, the payment of interest or other amounts, which would accrue
and become due but for the commencement of such case, whether or not such
amounts are allowed or allowable in whole or in part in any such case and
including loans, interest, fees, charges and expenses related thereto and all
other obligations of Borrower or its successors to Lender arising after the
commencement of such case), whether direct or indirect, absolute or contingent,
joint or several, due or not due, primary or secondary, liquidated or
unliquidated, secured or unsecured, and however acquired by Lender and (ii) all
expenses
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(including, without limitation, attorney's fee and legal expenses) incurred by
Lender in connection with the preparation, execution, delivery, recording,
administration, collection, liquidation, enforcement and defense of Borrower's
obligations, liabilities and indebtedness as aforesaid to Lender, the rights of
Lender in any collateral or under this Guarantee and all other Financing
Agreements or in any way involving claims by or against Lender directly or
indirectly arising out of or related to the relationships between Borrower, any
of Guarantors or any other Obligor (as hereinafter defined) and Lender, whether
such expenses are incurred before, during or after the initial or any renewal
term of the Loan Agreement and the other Financing Agreements or after the
commencement of any case with respect to Borrower or any of Guarantors under the
United States Bankruptcy Code or any similar statute.
(b) This Guarantee is a guaranty of payment and not of collection. Each
of the Guarantors agrees that Lender need not attempt to collect any Guaranteed
Obligations form Borrower, any one of Guarantors or any other Obligor or to
realize upon any collateral, but may require any one of Guarantors to make
immediate payment of all of the Guaranteed Obligations to Lender when due,
whether by maturity, acceleration or otherwise, or at any time thereafter.
Lender may apply any amounts received in respect of the Guaranteed Obligations
to any of the Guaranteed Obligations, in whole or in part (including reasonable
attorney's fees and legal expenses incurred by Lender with respect thereto or
otherwise chargeable to Borrower or Guarantors) and in such order as Lender may
elect.
(c) Payment by Guarantors shall be made to Lender at the office of
Lender from time to time on demand as Guaranteed Obligations become due.
Guarantors shall make payments to Lender on the Guaranteed Obligations free and
clear of, and without deduction or withholding for or on account of, any setoff,
counterclaim, defense, duties, taxes, levies, imposts, fees, deductions,
withholding, restrictions or conditions of any kind. One or more successive or
concurrent actions may be brought hereon against any of Guarantors either in the
same action in which Borrower or any of the other Guarantors or any other
Obligor is sued or in separate actions. In the event any claim or action, or
action on any judgment, based on this Guarantee is brought against any of
Guarantors, each of Guarantors agrees not to deduct, setoff, or seek any
counterclaim for or recoup any amounts which are or may be owed by Lender to any
of Guarantors.
2. Waivers and Consents.
(a) Notice of acceptance of this Guarantee, the making of loans and
advances and providing other financial accommodations to Borrower and
presentment, demand, protest, notice of protest, notice of nonpayment or default
and all other notices to which Borrower or any of Guarantors are entitled are
hereby waived by each of Guarantors. Each of Guarantors also waives notice of
and hereby consents to (i) any amendment, modification, supplement, extension,
renewal, or restatement of the Loan Agreement and any other Financing
Agreements, including, without limitation, extensions of time on payment of or
increase or decrease in the amount of any of the Guaranteed Obligations, the
interest rates, fees, other charges, or any collateral, and the guarantee made
herein shall apply to the Loan Agreement and the other Financing Agreements and
the Guaranteed Obligations as so amended, modified, supplemented, renewed,
restated or extended, increased or decreased, (ii) the taking, exchange,
surrender, and releasing of collateral or guarantees now or at any time held by
or available to Lender for the obligations of Borrower or any other party at any
time liable on or in respect of the Guaranteed Obligations or who is the owner
of any property which is security for the Guaranteed Obligations (individually,
an "Obligor" and collectively, the "Obligors"), including, without limitation,
the surrender or release by Lender of any one of Guarantors hereunder, (iii) the
exercise of, or refraining from the exercise of any rights against Borrower, any
of Guarantors or any other Obligor or any collateral, (iv) the settlement,
compromise or release of, or the waiver of any default with respect to, any of
the
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Guaranteed Obligations, and (v) any financing by Lender of Borrower under
Section 364 of the United States Bankruptcy Code or consent to the use of cash
collateral by Lender under ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code.
Each of Guarantors agrees that the amount of the Guaranteed Obligations shall
not be diminished and the liability of Guarantors hereunder shall not be
otherwise impaired or affected by any of the foregoing.
(b) No invalidity, irregularity or unenforceability of all or any part
of the Guaranteed Obligations shall affect, impair or be a defense to this
Guarantee, nor shall any other circumstance which might otherwise constitute a
defense be available to or legal or equitable discharge of Borrower in respect
of any of the Guaranteed Obligations, or any one of Guarantors in respect of
this Guarantee, affect, impair or be a defense to this Guarantee. Without
limitation of the foregoing, the liability of Guarantors hereunder shall not be
discharged or impaired in any respect by reason of any failure by Lender to
perfect or continue perfection of any lien or security interest in any
collateral or any delay by Lender in perfecting any such lien or security
interest. As to interest, fees and expenses, whether arising before or after the
commencement of any case with respect to Borrower under the United States
Bankruptcy Code or any similar statute, Guarantors shall be liable therefore,
even if Borrower's liability for such amounts does not, or ceases to, exist by
operation of law. Each of Guarantors acknowledges that Lender has not made any
representations to any of Guarantors with respect to Borrower, any other Obligor
or otherwise in connection with the execution and delivery by Guarantors of this
Guarantee and Guarantors are not in any respect relying upon Lender or any
statements by Lender in connection with this Guarantee.
(c) Each of Guarantors hereby irrevocably and unconditionally waives
and relinquishes all statutory, contractual, common law, equitable and all other
claims against Borrower, any collateral for the Guaranteed Obligations or other
assets of Borrower or any other Obligor, for subrogation, reimbursement,
exoneration, contribution, indemnification, setoff or other recourse in respect
to sums paid or payable to Lender by each of Guarantors hereunder and each of
Guarantors hereby further irrevocably and unconditionally waives and
relinquishes any and all other benefits which Guarantors might otherwise
directly or indirectly receive or be entitled to receive by reason of any
amounts paid by or collected or due from Guarantors, Borrower or any other
Obligor upon the Guaranteed Obligations or realized from their property.
3. Right to Dispose of Security; Impairment of Rights. Each of
Guarantors hereby authorizes and empowers Lender, in its direction, without any
notice or demand to any of Guarantors and without affecting the liability of any
of Guarantors hereunder, to exercise any right or remedy which Lender may have
available to it, including, but not limited to, judicial foreclosure, exercise
of rights of power of sale without judicial action, or taking a deed or an
assignment in lieu of foreclosure as to any collateral security for the
Guaranteed Obligations, whether real, personal or intangible property, and each
of Guarantors hereby waives any defense to the recovery by Lender against each
of Guarantors or any of its assets or properties or any deficiency after such
action notwithstanding any impairment or loss of any right of reimbursement or
subrogation or other right or remedy against Borrower or any other Obligor or
against any assets or properties of Borrower or any other Obligor. Each
Guarantor hereby waives all rights of subrogation, reimbursement,
indemnification, and contribution and any other rights and defenses that are or
may become available to the Guarantor or other surety by reason of California
Civil Code Sections 2787 to 2855, inclusive. Each Guarantor waives all rights
and defenses that the Guarantor may have because the Guaranteed Obligations are
secured by real property. This means, among other things: (1) Lender may collect
from the Guarantor without first foreclosing on any real or personal property
collateral pledged by the Borrower. (2) If Lender forecloses on any real
property collateral pledged by the Borrower, (A) The amount of the indebtedness
may be reduced only by the price for
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which that collateral is sold at the foreclosure sale, even if the collateral is
worth more than the sale price. (B) Lender may collect from the Guarantor even
if Lender, by foreclosing on real property collateral, has destroyed any right
the Guarantor may have to collect from the Borrower. This is an unconditional
and irrevocable waiver of any rights and defenses the Guarantor may have because
the Guaranteed Obligations are secured by real property. These rights and
defenses include, but are not limited to, any rights or defenses based upon
Section 580a, 580b, 580d, or 726 of the Code of Civil Procedure. Each Guarantor
waives all rights and defenses arising out or an election of remedies by Lender,
even thought that election of remedies, such as a nonjudicial foreclosure with
respect to security for a guaranteed obligation, has destroyed the Guarantor's
rights of subrogation and reimbursement against the principal by the operation
of Section 580d of the Code of Civil Procedure or otherwise. Without limiting
the foregoing and without waiving the benefits of California Commercial Code
Section 9501, each of Guarantors specifically agrees that any action maintained
by Lender for the appointment of a receiver, trustee or custodian to collect
rents, issuers of profits or to obtain possession of any property shall not
constitute an "action" within the meaning of Section 726 of the California Code
of Civil Procedure.
4. Additional Indebtedness; Duty of Guarantors. Each of Guarantors
acknowledges that Guaranteed Obligations may arise from time to time at the
request of the Borrower or otherwise as provided in the Loan Agreement without
further authorization from, the consent of or notice to, any of Guarantors,
notwithstanding any adverse change in the condition of the business, assets or
prospects of Borrower or any of the other Guarantors or any other Obligor after
the date hereof. In giving Lender this Guarantee, Guarantors are not concerned
with the condition of the business, assets or prospects of Borrower or any other
Obligor and each of them waives the right, if any, to require Lender to disclose
to any of Guarantors any information Lender may now have or hereafter acquire
concerning the business, assets or prospects of Borrower or any of the other
Guarantors or any other Obligor. Each of Guarantors has established adequate
means to obtain from Borrower on a continuing basis financial and other
information pertaining to Borrower's business, assets or prospects, and assumes
the responsibility for being and keeping informed of the financial and other
conditions of Borrower and of all circumstances bearing upon the risk of
nonpayment of the Guaranteed Obligations which diligent inquiry would reveal.
Lender need not inquire into the powers of Borrower or the authority of its
officers, directors, partners or agents acting or purporting to act on its
behalf, and any Guaranteed Obligations created in reliance upon the purported
exercise of such power or authority are and shall be included with the
Guaranteed Obligations and Guarantor shall be liable therefor. All Guaranteed
Obligations to Lender heretofore, now or hereafter created shall be deemed to
have been granted at the specific authorization and request of each of
Guarantors and in consideration of and in reliance upon this Guarantee.
5. Subordination. Payment of all amounts now or hereafter owed to
Guarantors by Borrower or any other Obligor is hereby subordinated in right of
payment to the indefeasible payment in full to Lender of the Guaranteed
Obligations and all such amounts and any security and guarantees therefor are
hereby assigned to Lender as security for the Guaranteed Obligations
6. Acceleration. Notwithstanding anything to the contrary contained
herein or any of the terms of any of the other Financing Agreements, the
liability of Guarantors for the entire Guaranteed Obligations shall mature and
become immediately due and payable, even if the liability of Borrower or any
other Obligor therefor does not, upon the occurrence of any act, condition or
event which constitutes an Event of Default as such terms is defined in the Loan
Agreement.
7. Account Stated. The books and records of the Lender showing the
account between Lender and Borrower shall be admissible in evidence in any
action or proceeding against or involving
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Guarantors as prima facie proof of the items therein set forth, and the monthly
statements of Lender rendered to Borrower, to the extent to which no written
object is made within thirty (30) days from the date of sending thereof to
Borrower, shall be deemed conclusively correct and constitute an account stated
between Lender and Borrower and be binding on Guarantors.
8. Termination. This Guarantee is continuing, unlimited, absolute and
unconditional. All Guaranteed Obligations shall be conclusively presumed to have
been created in reliance on this Guarantee. Each of Guarantor shall continue to
be liable hereunder until one of Lender's officers actually receives a written
termination notice from a Guarantor sent to Lender at its address set forth
above by certified mail, return receipt requested and thereafter set forth
below. Such notice received by Lender from any one of Guarantors shall not
constitute a revocation or termination of this Guarantee as to any of the other
Guarantors. Revocation or termination hereof by any of Guarantors shall not
effect, in any manner, the rights of Lender or any obligations or duties of any
of Guarantors (including the Guarantor which may have sent such notice) under
this Guarantee with respect to (a) Guaranteed Obligations which have been
created, contracted, assumed or incurred prior to the receipt by Lender of such
written notice of revocation or termination as provided herein, including,
without limitation, (i) all amendments, extensions, renewals and modifications
of such Guaranteed Obligations (whether or not evidenced by new or additional
agreements, documents or instruments executed on or after such notice of
revocation or termination), (ii) all interest, fees and similar charges accruing
or due on and after revocation or termination, and (iii) all reasonable
attorney's fees and legal expenses, costs and other expenses paid or incurred on
or after such notice of revocation or termination in attempting to collect or
enforce any of the Guaranteed Obligations against Borrower, Guarantors or any
other Obligor (whether or not suit be brought), or (b) Guaranteed Obligations
which have been created, contracted, assumed or incurred after the receipt by
Lender of such written notice of revocation or termination as provided herein
pursuant to any contract entered into by Lender prior to receipt of such notice.
The sole effect of such revocation or termination by any of Guarantors shall be
excluded from this Guarantee the liability of such Guarantor for those
Guaranteed Obligations arising after the date of receipt by Lender of such
written notice which are unrelated to Guaranteed Obligations arising or
transactions entered into prior to such date. Without limiting the foregoing,
this Guarantee may not be terminated and shall continue so long as the Loan
Agreement shall be in effect (whether during its original term or any renewal,
substitution or extension thereof).
9. Reinstatement. If after receipt of any payment of, or proceeds of
collateral applied to the payment of, any of the Guaranteed Obligations, Lender
is required to surrender or return such payment or proceeds to any Person for
any reason, then the Guaranteed Obligations intended to be satisfied by such
payment or proceeds shall be reinstated and continue and this Guarantee shall
continue in full force and effect as if such payment or proceeds had not been
received by Lender. Each of Guarantors shall be liable to pay Lender, and does
indemnify and hold Lender harmless for the amount of any payments or proceeds
surrendered or returned. This Section 9 shall remain effective notwithstanding
any contrary action which may be taken by Lender in reliance upon such payment
or proceeds. This Section 9 shall survive the termination or revocation of this
Guarantee.
10. Amendments and Waivers. Neither this Guarantee nor any provision
hereof shall be amended, modified, waived or discharged orally or by course of
conduct, but only by a written agreement signed by an authorized officer of
Lender. Lender shall not by any act, delay, omission or otherwise be deemed to
have expressly or impliedly waived any of its rights, powers and/or remedies
unless such waiver shall be in writing and signed by and authorized officer of
Lender. Any such waiver shall be enforceable only to the extent specifically set
forth therein. A waiver by Lender of any right, power and/or remedy on any one
occasion shall not be construed as a bar to or waiver of any such right,
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power and/or remedy which Lender would otherwise have on any future occasion,
whether similar in kind or otherwise.
11. Corporate Existence, Power and Authority. Each of Guarantors is a
corporation duly organized and in good standing under the laws of its state or
other jurisdiction on incorporation and is duly qualified as a foreign
corporation and in good standing in all states or other jurisdictions where the
nature and extent of the business transacted by it of the ownership of assets
makes such qualification necessary, except for those jurisdictions in which the
failure to so qualify would not have a material adverse effect on the financial
condition, results of operation or businesses of any of Guarantors or the rights
of Lender hereunder or under any of the other Financing Agreements. The
execution, delivery and performance of this Guarantee is within the corporate
powers of each of Guarantors, have been duly authorized and are not in
contravention of law or the terms of the certificates of incorporation, by-laws,
or other organizational documentation of each of Guarantors, or any indenture,
agreement or undertaking to which any of Guarantors is a party or by which any
of Guarantors or its property are bound. This Guarantee constitutes the legal,
valid and binding obligation of each of Guarantors enforceable in accordance
with its terms. Any one of Guarantors signing this Guarantee shall be bound
hereby whether or not any of the other Guarantors or any other person signs this
Guarantee at any time.
12. Governing Law; Choice of Forum; Service of Process; Jury Trial
Waiver.
(a) The validity, interpretation and enforcement of this Guarantee and
any dispute arising out of the relationship between any of Guarantors and
Lender, whether in contract, tort, equity or otherwise, shall be governed by the
internal laws of the State of California (without giving effect to principles of
conflicts of law).
(b) Each of Guarantors hereby irrevocably consents and submits to the
non-exclusive jurisdiction of the Los Angeles County Superior Court and the
United States District Court for the Central District of California and waives
any objection based on venue or forum non conveniens with respect to any action
instituted therein arising under this Guarantee or any of the other Financing
Agreements or in any way connected with or related or incidental to the dealings
of any of Guarantors and Lender in respect of this Guarantee or any of the other
Financing Agreements or the transactions related hereto or thereto, in each case
whether now existing or hereafter arising and whether in contract, tort, equity
or otherwise, and agrees that any dispute arising out of the relationship
between any of Guarantors or Borrower and Lender or the conduct of any such
persons in connection with this Guarantee, the other Financing Agreements or
otherwise shall be heard only in the courts described above (except that Lender
shall have the right to bring any action or proceeding against any of Guarantors
or its property in the courts of any other jurisdiction which Lender deems
necessary or appropriate in order to realize on collateral at any time granted
by Borrower or any of Guarantors to Lender or to otherwise enforce its rights
against any of Guarantors or its property).
(c) Each of Guarantors hereby waives personal service of any and all
process upon it and consents that all such service of process may be made by
certified mail (return receipt requested) directed to its address set forth on
the signature pages hereof and service so made shall be deemed to be completed
five (5) days after the same shall have been so deposited in the U.S. mails, or,
at Lender's option, by service upon any of Guarantors in any other manner
provided under the rules of any such courts. Within thirty (30) days after such
service, any of Guarantors so served shall appear in answer to such process,
failing which such Guarantors shall be deemed in default and judgment may be
entered by Lender against Guarantors for the amount of the claim and other
relief requested.
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(d) EACH OF GUARANTORS HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (I) ARISING UNDER THIS GUARANTEE OR ANY
OF THE FINANCING AGREEMENTS OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR
INCIDENTAL TO THE DEALINGS OF ANY OF GUARANTORS AND LENDER IN RESPECT OF THIS
GUARANTEE OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED
HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND
WHETHER IN CONTRACT, TOR, EQUITY OR OTHERWISE. EACH OR GUARANTORS HEREBY AGREES
AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE
DECIDED COURT TRIAL WITHOUT A JURY AND THAT ANY OF GUARANTORS OR LENDER MAY FILE
AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF GUARANTORS AND LENDER TO THE WAIVER OF THEIR RIGHT TO
TRIAL BY JURY.
(e) Lender shall not have any liability to Guarantors (whether in tort,
contract, equity or otherwise) for losses suffered by Guarantors in connection
with, arising out of, or in any way related to the transactions or relationships
contemplated by this Guarantee, or any act, omission or event occurring in
connection herewith, unless it is determined by a final and non-appealable
judgment or court order binding on Lender that the losses were the result of
acts or omissions constituting gross negligence or willful misconduct. In any
such litigation, Lender shall be entitled to the benefit of the rebuttable
presumption that it acted in good faith and with the exercise of ordinary care
in the performance by it of the terms of the Loan Agreement and the other
Financing Agreements.
13. Notices. All notices, requests and demands hereunder shall be in
writing and (a) made to Lender at its address set forth above and to each of
Guarantors at its chief executive office set forth below, or to such other
addresses as either party may designate by written notice to the other in
accordance with this provision, and (b) deemed to have been given or made: if
delivered in person, immediately upon delivery; if by telex, telegram or
facsimile transmission, immediately upon sending and upon confirmation of
receipt; if by nationally recognized overnight courier service with instructions
to deliver the next business day, one (1) business day after sending; and if by
certified mail, return receipt requested, five (5) days after mailing.
14. Partial Invalidity. If any provision of this Guarantee is held to
be invalid or unenforceable, such invalidity or unenforceability shall not
invalidate this Guarantee as a whole, but this Guarantee shall be construed as
though it did not contain the particular provision held to be invalid or
unenforceable and the rights and obligations of the parties shall be construed
and enforced only to such extent as shall be permitted by applicable law.
15. Entire Agreement. This Guarantee represents the entire agreement
and understanding of this parties concerning the subject matter hereof, and
supersedes all other prior agreements, understandings, negotiations and
discussions, representations, warranties, commitments, proposals, offers and
contracts concerning the subject matter hereof, whether oral or written.
16. Successors and Assigns. This Guarantee shall be binding upon
Guarantors and their respective successors and assigns and shall inure to the
benefit of Lender and its successors, endorsees, transferees and assigns. The
liquidation, dissolution or termination of any of Guarantors shall not terminate
this Guarantee as to such entity or as to any of the other Guarantors.
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17. Construction. All references to the term "Guarantors" wherever used
herein shall mean each and all of Guarantors and their respective successors and
assigns, individually and collectively, jointly and severally (including,
without limitation, any receiver, trustee or custodian for any of Guarantors or
any of their respective assets or any of Guarantors in its capacity as debtor or
debtor-in-possession under the United States Bankruptcy Code). All references
tot the term "Lender" wherever used herein shall mean Lender and its successors
and assigns and all references to the term "Borrower" wherever used herein shall
mean Borrower and its successors and assign (including, without limitation, any
receiver, trustee or custodian for Borrower or any of its assets or Borrower in
its capacity as debtor or debtor-in-possession under the United States
Bankruptcy Code). All references to the term "Person" or "person" wherever used
herein shall mean any individual, sole proprietorship, partnership, corporation
(including, without limitation, any corporation which elects subchapter S status
under the Internal Revenue Code of 1986, as amended), limited liability company,
limited liability partnership, business trust, unincorporated association, joint
stock corporation, trust, joint venture or other entity or any government or any
agency or instrumentality of political subdivision thereof. All references to
the plural shall also mean the singular and to the singular shall also mean the
plural.
IN WITNESS WHEREOF, each of Guarantors has executed and delivered this
Guarantee as of the day and year first above written.
ANGELES METAL TRIM CO. CONSOLIDATED CAPITAL OF NORTH
AMERICA, INC.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------- ---------------------------
Title President Title CEO
------------------------ ------------------------
Chief Executive Office: Chief Executive Office:
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
CALIFORNIA BUILDING SYSTEMS, INC.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Title President
-----------------------------
Chief Executive Office:
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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STATE OF CALIFORNIA )
) SS.
COUNTY OF Los Angeles )
On January 10, 1998, before me, ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ a Notary Public in and for
said county and state, personally appeared ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) are subscribed to the within instrument and
acknowledge to me that they executed the same the same in their authorized
capacity(ies), and that by their signature(s) on the instrument the person(s),
or entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
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Commission #1164025
Notary Public - California
Los Angels County
My Comm. Expires Dec. 23, 2001