Exhibit 10.2
CORPORATE GUARANTY
Date: September 19,
2008
General Electric Capital
Corporation
500 W. Monroe Street, 18th Floor
Chicago, IL 60661
To induce you to enter into,
purchase or otherwise acquire, now or at any time hereafter, any
promissory notes, security agreements and/or any other documents or
instruments evidencing or relating to any loan, extension of credit
or other financial accommodation (collectively “ Account
Documents ” and each an “ Account Document
”) to Noble Manufacturing Group, Inc., Noble Metal
Processing, Inc., Noble Advanced Technologies, Inc., Noble Metal
Processing-New York, Inc., Noble Metal Processing-KY, G.P.,
Prototech Laser Welding Inc. (d/b/a LWI Laser Welding
International), Noble Tube Technologies, LLC, Noble Metal
Processing-West Michigan, Inc., Noble Metal Processing-Indiana,
Inc., Noble Metal Processing-Ohio, LLC and Tailor Steel America LLC
(individually and collectively, “ Customer ”),
but without in any way binding you to do so, the undersigned, for
good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, does hereby guarantee to you, your
successors and assigns, the due regular and punctual payment of any
sum or sums of money which the Customer may owe to you now or at
any time hereafter, whether evidenced by an Account Document, on
open account or otherwise, and whether it represents principal,
interest, late charges, indemnities, an original balance, an
accelerated balance, liquidated damages, a balance reduced by
partial payment, a deficiency after sale or other disposition of
any collateral or security, or any other type of sum of any kind
whatsoever that the Customer may owe to you now or at any time
hereafter, and does hereby further guarantee to you, your
successors and assigns, the due, regular and punctual performance
of any other duty or obligation of any kind or character whatsoever
that the Customer may owe to you now or at any time hereafter (all
such payment and performance obligations being collectively
referred to as “ Obligations ”). The undersigned
does hereby further guarantee to pay upon demand all losses, costs,
attorneys’ fees and expenses which may be suffered by you by
reason of Customer’s default or default of the undersigned.
As used in this Guaranty, “you” shall mean General
Electric Capital Corporation and all its subsidiaries, parent
entities, successors and assigns.
This Guaranty is a guaranty of
prompt payment and performance (and not merely a guaranty of
collection). Nothing herein shall require you to first seek or
exhaust any remedy against the Customer, its successors and
assigns, or any other person obligated with respect to the
Obligations, or to first foreclose, exhaust or otherwise proceed
against any leased equipment, collateral or security which may be
given in connection with the Obligations. It is agreed that you
may, upon any breach or default of the Customer, or at any time
thereafter, make demand upon the undersigned and receive payment
and performance of the Obligations, with or without notice or
demand for payment or performance by the Customer, its successors
or assigns, or any other person. Suit may be brought and maintained
against the undersigned, at your election, without joinder of the
Customer or any other person as parties thereto. The obligations of
each signatory to the Guaranty, and each other guarantor of the
Obligations, shall be joint and several.
The undersigned agrees that its
obligations under this Guaranty shall be primary, absolute,
continuing and unconditional, irrespective of and unaffected by any
of the following actions or circumstances (regardless of any notice
to or consent of the undersigned) and the undersigned hereby
affirmatively and irrevocably waives as a defense to the payment or
performance of its obligations hereunder each and every one of the
following defenses: (a) the genuineness, validity, regularity
and enforceability of the Account Documents or any other document;
(b) any extension, renewal, amendment, change, waiver or other
modification of the Account Documents or any other document;
(c) the absence of, or delay in, any action to enforce the
Account Documents, this Guaranty or any other document;
(d) your failure or delay in obtaining any other guaranty of
the Obligations (including, without limitation, your failure to
obtain the signature of any other guarantor hereunder);
(e) the release of, extension of time for payment or
performance by, or any other indulgence granted to the Customer or
any other person with respect to the Obligations by operation of
law or otherwise; (f) the existence, value, condition, loss,
subordination or release (with or without substitution) of, or
failure to have title to or perfect and maintain a security
interest in, or the time, place and manner of any sale or other
disposition of any leased equipment, collateral or security given
in connection with
the Obligations, or any other impairment
(whether intentional or negligent, by operation of law or
otherwise) of the rights of the undersigned; (g) the
Customer’s voluntary or involuntary bankruptcy, assignment
for the benefit of creditors, reorganization, or similar
proceedings affecting the Customer or any of its assets;
(h) any merger or consolidation of Customer, any change in
control of Customer or any sale of all or substantially all of the
assets of Customer; or (i) any other action or circumstances
which might otherwise constitute a legal or equitable discharge or
defense of an obligor, surety or guarantor.
This Guaranty, the Account Documents
and the Obligations may be assigned by you, without the consent of
the undersigned. The undersigned agrees that if it receives written
notice of an assignment from you, the undersigned will pay all
amounts due hereunder to such assignee or as instructed by you. The
undersigned also agrees to confirm in writing receipt of the notice
of assignment as may be reasonably requested by assignee. The
undersigned hereby waives and agrees not to assert against any such
assignee any of the defenses set forth in the immediate preceding
paragraph.
This Guaranty may be terminated upon
delivery to you (at your address shown above) of a written
termination notice from the undersigned. However, as to all
Obligations (whether matured, unmatured, absolute, contingent or
otherwise) incurred by the Customer prior to your receipt of such
written termination notice (and regardless of any subsequent
amendment, extension or other modification which may be made with
respect to such Obligations), this Guaranty shall nevertheless
continue and remain undischarged until all such Obligations are
indefeasibly paid and performed in full.
The undersigned agrees that this
Guaranty shall remain in full force and effect or be reinstated (as
the case may be) if at any time payment or performance of any of
the Obligations (or any part thereof) is rescinded, reduced or must
otherwise be restored or returned by you, all as though such
payment or performance had not been made. If, by reason of any
bankruptcy, insolvency or similar laws affecting the rights of
creditors, you shall be prohibited from exercising any of your
rights or remedies against the Customer or any other person or
against any property, then, as between you and the undersigned,
such prohibition shall be of no force and effect, and you shall
have the right to make demand upon, and receive payment from, the
undersigned of all amounts and other sums that would be due to you
upon a default with respect to the Obligations.
Notice of acceptance of this
Guaranty and of any default by the Customer or any other person is
hereby waived. Presentment, protest demand, and notice of protest,
demand and dishonor of any of the Obligations, and the exercise of
possessory, collection or other remedies for the Obligations, are
hereby waived. The undersigned warrants that it has adequate means
to obtain from the Customer on a continuing basis financial data
and other information regarding the Customer and is not relying
upon you to provide any such data or oth
