Exhibit 10.2
CORPORATE GUARANTY AGREEMENT
Dated as of December 1, 2007
For good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, and to induce
GE Government Finance, Inc. , a Delaware corporation
(herein, with its permitted participants, successors and assigns,
“Lender”) and as collateral agent for the benefit of
Lender (“Collateral Agent”), at its option, to provide
financing to or for the account of City of Clarksville,
Arkansas , a municipality duly organized and validly existing
under the laws of the State of Arkansas (“Issuer”) and
Greenville Tube Company , a Delaware corporation,
(“Borrower”) or to engage in any other transactions
with Borrower and Issuer, the undersigned hereby:
(a) absolutely and unconditionally guarantees to Lender the
full and prompt payment when due, whether at maturity or earlier by
reason of acceleration or otherwise in accordance with the terms of
the Loan Agreement (as defined below), of any and all present and
future debts, liabilities and obligations owed by Borrower or
Issuer to Lender evidenced by or arising out of the Loan Agreement
dated as of December 1, 2007 (the “Loan Agreement”)
among Lender, Borrower and Issuer, and any and all extensions,
renewals, modifications, supplements or amendments thereto or
thereof and any related agreements (the
“Indebtedness”), (b) absolutely and
unconditionally guarantees to Lender the full and timely
performance by Borrower of all of its obligations under the Loan
Agreement and (c) so long as any Indebtedness shall remain
outstanding, agrees and covenants not to sell, convey, transfer or
assign (other than as collateral) any evidence of the controlling
ownership interest in Borrower (whether direct or indirect) to any
person or entity.
1.
No act or thing need occur to establish the
liability of the undersigned hereunder, and no act or thing, except
full payment and discharge of all Indebtedness, shall in any way
exonerate the undersigned hereunder or modify, reduce, limit or
release the liability of the undersigned hereunder. This is an
absolute, unconditional and continuing guaranty of payment of the
Indebtedness. The dissolution or adjudication of bankruptcy
of the undersigned shall not revoke this Corporate Guaranty
Agreement (this “Agreement”).
2.
The undersigned represents and warrants to Lender
and Collateral Agent that (a) the undersigned has a direct and
substantial economic interest in Borrower and expects to derive
substantial benefits therefrom and from any loans, credit
transactions, financial accommodations, discounts, purchases of
property and other transactions and events resulting in the
creation of Indebtedness guaranteed hereby (this Agreement shall be
effective and enforceable by Lender without regard to the receipt,
nature or value of any such benefits); (b) the undersigned
executed this Agreement without any intent to hinder, delay, or
defraud any current or future creditor of the undersigned;
(c) the undersigned is not insolvent and will not become
insolvent as a result of the execution of this Agreement;
(d) the undersigned is not engaged and is not about to engage
in any business or transaction for which any property remaining
with the undersigned has an unreasonably small capital or for which
the remaining assets of the undersigned were unreasonably small in
relation to the business of the undersigned or the
transaction contemplated by this Agreement;
(e) the undersigned does not intend to incur, and does not
believe or reasonably should not believe that the undersigned
will incur, debts beyond the undersigned’s ability to pay
such debts as they become due; (f) the undersigned is a
corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware (the
“State”), has power to enter into this Agreement and
by proper corporate action has duly authorized the execution and
delivery of this Agreement; (g) the undersigned is in good
standing and is duly licensed or qualified to transact business
in the State and in all jurisdictions where the character of the
property owned or leased or the nature of the business
transacted by it makes such licensing or qualification
necessary; (h) the undersigned has been fully authorized to
execute and deliver this Agreement under the terms and
provisions of the resolutions of its board of directors, or by
other appropriate official approval, and further represents,
covenants and warrants that all requirements have been met, and
procedures have occurred in order to ensure the enforceability
of this Agreement and this Agreement has been duly authorized,
executed and delivered; (i) the officer of the undersigned
executing this Agreement and any related documents has been duly
authorized to execute and deliver this Agreement and such
related documents under the terms and provisions of a resolution
of the undersigned’s director; (j) this Agreement
constitutes a valid and legally binding obligation of the
undersigned enforceable against the undersigned in accordance
with its respective terms, except to the extent limited by
bankruptcy, reorganization or other laws of general application
relating to or affecting the enforcement of creditors' rights;
and (k) the execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby and the
fulfillment of the terms and conditions hereof do not and will
not violate any law, rule, regulation or order, conflict with or
result in a breach of any of the terms or conditions of the
articles of incorporation or bylaws of the undersigned or of any
restriction or of any agreement or instrument to which the
undersigned is now a party and does not and will not constitute
a default under a
