|
Exhibit 4.3
CONTINUING GUARANTY AGREEMENT
In consideration of credit which REGIONS BANK (hereinafter
referred to as
"Lender"), having offices at One Indiana Square, Suite 227,
Indianapolis,
Indiana 46204, may concurrently with the execution hereof or
from time to time
hereafter extend to COHESANT, INC., a Delaware corporation
(hereinafter referred
to as "Borrower"), COHESANT MATERIALS, INC., an Oklahoma
corporation, CURAFLO
FRANCHISING INC., a Delaware corporation, CURAFLO SPINCAST
SERVICES INC., a
Delaware corporation, CURAFLO SERVICES INC., a Delaware
corporation, and RLS
SOLUTIONS INC., a Delaware corporation (hereinafter collectively
referred to as
"Guarantor"), hereby jointly and severally guaranty to Lender,
its successors
and assigns, the payment and performance when due, whether by
acceleration or
otherwise, without presentment or demand, protest, notice of
dishonor or
diligence in collection and with a right of set-off against the
undersigned,
together with costs of collection and reasonable attorneys' fees
and without
relief from valuation or appraisement laws, of the principal of
and interest on
the indebtedness and obligations of Borrower to Lender evidenced
by or arising
in connection with a certain Revolving Line of Credit Note
executed or to be
executed by Borrower and payable to the order of Lender in the
original
principal amount of Two Million Five Hundred Thousand and No/100
Dollars
($2,500,000.00), or any notes in renewal thereof, or as from
time to time
renewed, extended, amended, modified or increased (such
promissory notes, and/or
any promissory note which is a direct or remote modification,
amendment,
restatement or replacement of such promissory notes, as may be
from time to time
modified or amended, are hereinafter jointly referred to as the
"Note") together
with all principal indebtedness which now exists or may
hereafter accrue or
arise in any manner from or on behalf of the Borrower to the
Lender and the
performance of any and all obligations and liabilities of the
Borrower to the
Lender from whatever source or origin and whenever arising,
whether direct,
indirect or contingent, whether on open account, evidenced by an
instrument or
otherwise, including without limitation all renewals, extensions
and future
advances, together with interest at the rate provided in the
note, notes, or
other documents evidencing such indebtedness, (all of the
indebtedness,
obligations and indemnifications guaranteed hereby are
hereinafter referred to
collectively as the "Indebtedness" and the Note and any other
documents from
time to time evidencing or executed in connection with all or
any portion of the
Indebtedness are hereinafter referred to collectively as the
"Loan Documents").
Upon the occurrence of any event of default beyond any
applicable grace
and/or cure period under any of the Loan Documents, Guarantor
agrees to pay to
Lender, without relief from valuation and appraisement laws, all
amounts payable
under this Guaranty, together with the costs and expenses
incurred by Lender in
connection with the collection or enforcement of this Guaranty,
including
without implied limitation reasonable attorneys' fees incurred
by Lender in
connection with (i) the protection of any security for or rights
arising in
connection with this Guaranty, (ii) the enforcement of any
provision contained
in this Guaranty or in any document executed in connection
herewith, or (iii)
the collection of any indebtedness evidenced hereby or arising
in connection
herewith (including without limitation attorneys fees incurred
by Lender in
connection with any bankruptcy, reorganization, receivership or
other proceeding
affecting creditor's rights and involving a claim under this
Guaranty or any
document executed in connection herewith). All payments by
Guarantor to Lender
shall be paid in lawful money of the United States of
America.
The obligations of Guarantor hereunder are primary, absolute,
independent,
irrevocable and unconditional, except as stated above. Lender
may proceed
directly against Guarantor without exercising and/or exhausting
any right or
remedy against (a) any collateral which is security for the
Indebtedness or (b)
Borrower or any other guarantor or other party primarily or
secondarily liable
for the payment of the Indebtedness.
1
<PAGE>
Lender may, without demand or notice of any kind, at any time
when any
Indebtedness shall be due and payable hereunder by Guarantor,
apply toward the
payment of any such amount, in such manner of application as
Lender may choose,
any funds of Guarantor on deposit with or in the possession of
Lender.
Lender may from time to time without notice to or the consent of
Guarantor
release, compromise, extend, increase or otherwise modify or
amend any liability
of Borrower or the terms of any agreement, document or
instrument evidencing the
Indebtedness or executed in connection with the Indebtedness.
Except as
otherwise herein provided, the obligations of Guarantor under
this Guaranty
shall be absolute and unconditional under any and all
circumstances (including,
but without limitation, any event, occurrence or circumstance,
whether or not
within the contemplation of the parties hereto and whether or
not affecting the
purposes of or any consideration to the Guarantor in entering
into this
Guaranty) and shall remain in full force and effect until (i)
all credit
arrangements extended by Lender to Borrower have been terminated
in writing and
(ii) the Indebtedness has been paid in full.
The obligations of Guarantor under this Guaranty shall be the
joint and
several obligations of Guarantor and any other guarantors (now
existing or
hereafter arising) of the obligations of the Borrower to the
Lender. The
obligations of Guarantor shall not be affected, modified or
impaired upon the
happening from time to time of any event, including but without
limitation any
of the following, whether or not with notice to, or the consent
of, Guarantor
(notice of and consent to each of the following is hereby
expressly waived by
Guarantor):
(a) The waiver, surrender, compromise, alteration,
settlement,
discharge, release or termination of any or all of the
obligations,
covenants or agreements of Borrower except for the payment and
performance
of the Indebtedness in full;
(b) The failure to give notice to Borrower or Guarantor of
the
occurrence of an event of default under the terms and provisions
of this
Guaranty or any of the Loan Documents;
(c) The extension or renewal of time for payment of any of
the
Indebtedness or any amount due under this Guaranty or of the
time for
performance of any other obligation, covenant or agreement under
or arising
out of this Guaranty or any of the Loan Documents;
(d) The rescission, waiver, modification or amendment
(whether
material or otherwise) of any obligation, covenant or agreement
set forth
in this Guaranty or any of the Loan Documents or any other act
or thing or
omission or delay to do any other act or thing which may in any
manner or
to any extent vary the risk of Guarantor or would otherwise
operate as a
discharge of Guarantor as a matter of law;
(e) The taking, suffering or omitting to take any of the
actions
referred to or permitted to be taken by Lender in this Guaranty
or in any
of the Loan Documents;
(f) The failure, omission, delay or lack of diligence on the
part of
Lender to enforce, assert or exercise any right, power or remedy
conferred
on Lender under this Guaranty or any of the Loan Documents;
(g) The voluntary or involuntary liquidation, dissolution, sale
or
other disposition of all or substantially all of the assets,
marshalling of
assets and liabilities, receivership, insolvency,
bankruptcy,
reorganization, arrangement, composition with creditors or
readjustment of,
or any similar proceedings affecting Borrower or the allegation
or contest
of the validity of this Guaranty or any of the Loan
Documents;
2
<PAGE>
(h) The release or discharge of Borrower from the performance
or
observance of any obligation, covenant or agreement contained in
any of the
Loan Documents;
(i) Any event or action that would result in the release or
discharge
of Guarantor from the performance or observance of any
obligation, covenant
or agreement contained in this Guaranty;
(j) The default or failure of Guarantor fully to perform the
obligations of Guarantor set forth in this Guaranty;
(k) The invalidity, illegality or unenforceability of any of the
Loan
Documents or any part thereof;
(l) The waiver, surrender, compromise, alteration,
settlement,
discharge, release or termination of any or all of the obli
| 
