Exhibit
10.4


 


GUARANTY AGREEMENT


 


THIS GUARANTY AGREEMENT (this “Guaranty
Agreement”), dated as of December 9, 2003, is made by EACH OF THE UNDERSIGNED  AND EACH OTHER PERSON WHO SHALL BECOME A PARTY HERETO
BY EXECUTION OF A GUARANTY JOINDER AGREEMENT (each a “Guarantor”
and collectively the “Guarantors”) to BANK OF AMERICA, N.A., a
national banking association organized and existing under the laws of the
United States, as administrative agent (in such capacity, the “Administrative
Agent”) for each of the lenders (the “Lenders”) now or hereafter
party to the Credit Agreement defined below (collectively with the
Administrative Agent, and certain other Persons parties to Related Swap
Contracts as more particularly described in Section 19 hereof, the “Secured
Parties”).  All capitalized terms
used but not otherwise defined herein shall have the meanings ascribed to such
terms in the Credit Agreement.


 


W I T N E S S E T H:


 


WHEREAS, the Secured Parties have agreed to
provide to Precision Castparts Corp., an Oregon corporation (the “Borrower”),
certain credit facilities, including a term loan facility and revolving credit
facility with a letter of credit sublimit pursuant to the terms of that certain
Credit Agreement dated as of December 9, 2003, among the Borrower, the
Administrative Agent and the Lenders (as from time to time amended, modified,
supplemented or restated, the “Credit Agreement”); and


 


WHEREAS, each Guarantor is, directly or
indirectly, a Subsidiary of the Borrower and will materially benefit from the
Loans made and to be made, and the Letters of Credit issued and to be issued,
under the Credit Agreement; and


 


WHEREAS, each Guarantor is required to
enter into this Guaranty Agreement pursuant to the terms of the Credit
Agreement; and


 


WHEREAS, a material part of the
consideration given in connection with and as an inducement to the execution
and delivery of the Credit Agreement by the Secured Parties was the obligation
of the Borrower to cause each Guarantor to enter into this Guaranty Agreement,
and the Secured Parties are unwilling to extend and maintain the credit
facilities provided under the Loan Documents unless the Guarantors enter into
this Guaranty Agreement;


 


NOW, THEREFORE, in consideration of the
premises and mutual covenants contained herein, the parties hereto agree as
follows:


 


1.                                      Guaranty.  Each Guarantor hereby jointly and severally,
unconditionally, absolutely, continually and irrevocably guarantees to the
Administrative Agent for the benefit of the Secured Parties the payment and
performance in full of the Borrower’s Liabilities (as defined below).  For all purposes of this Guaranty Agreement,
“Borrower’s Liabilities” means: 
(a) the


 

















 


Borrower’s prompt payment
in full, when due or declared due and at all such times, of all Obligations and
all other amounts pursuant to the terms of the Credit Agreement, the Notes, and
all other Loan Documents heretofore, now or at any time or times hereafter
owing, arising, due or payable from the Borrower to any one or more of the
Secured Parties, including principal, interest, premiums and fees (including,
but not limited to, loan fees and Attorney Costs); (b) the Borrower’s prompt,
full and faithful performance, observance and discharge of each and every
agreement, undertaking, covenant and provision to be performed, observed or
discharged by the Borrower under the Credit Agreement and all other Loan
Documents; and (c) the Borrower’s prompt payment in full, when due or declared
due and at all such times, of obligations and liabilities now or hereafter arising
under Related Swap Contracts.  The
Guarantors’ obligations to the Secured Parties under this Guaranty Agreement
are hereinafter collectively referred to as the “Guarantors’ Obligations”
and, with respect to each Guarantor individually, the “Guarantor’s
Obligations”.  Notwithstanding the
foregoing, the liability of each Guarantor individually with respect to its
Guarantor’s Obligations shall be limited to an aggregate amount equal to the
largest amount that would not render its obligations hereunder subject to
avoidance under Section 548 of the United States Bankruptcy Code or any
comparable provisions of any applicable state law.


 


Each Guarantor agrees that it is jointly and
severally, directly and primarily liable (subject to the limitation in the immediately
preceding sentence) for the Borrower’s Liabilities.


 


2.                                      Payment.                                              If
the Borrower shall default in payment or performance of any of the Borrower’s
Liabilities, whether principal, interest, premium, fee (including, but not
limited to, loan fees and Attorney Costs), or otherwise, when and as the same
shall become due, and after expiration of any applicable grace period, whether
according to the terms of the Credit Agreement, by acceleration, or otherwise,
or upon the occurrence and during the continuance of any Event of Default under
the Credit Agreement, then any or all of the Guarantors will, upon demand
thereof by the Administrative Agent, fully pay to the Administrative Agent, for
the benefit of the Secured Parties, subject to any restriction on each
Guarantor’s Obligations set forth in Section 1 hereof, an amount equal
to all the Borrower’s Liabilities then due and owing.


 


3.                                      Absolute
Rights and Obligations.  This is
a guaranty of payment and not of collection. 
The Guarantors’ Obligations under this Guaranty Agreement shall be joint
and several, absolute and unconditional irrespective of, and each Guarantor
hereby expressly waives, to the extent permitted by law, any defense to its
obligations under this Guaranty Agreement and all to which it is a party by
reason of:


 


(a)                                  any
lack of legality, validity or enforceability of the Credit Agreement, of any of
the Notes, of any other Loan Document, or of any other agreement or instrument
creating, providing security for, or otherwise relating to any of the
Guarantors’ Obligations, any of the Borrower’s Liabilities, or any other
guaranty of any of the Borrower’s Liabilities (the Loan Documents and all such
other agreements and instruments being collectively referred to as the “Related
Agreements”);


 


(b)                                 any
action taken under any of the Related Agreements, any exercise of any right or
power therein conferred, any failure or omission to enforce any right conferred
thereby, or any waiver of any covenant or condition therein provided;


 


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(c)                                  any
acceleration of the maturity of any of the Borrower’s Liabilities, of the
Guarantor’s Obligations of any other Guarantor, or of any other obligations or
liabilities of any Person under any of the Related Agreements;


 


(d)                                 any
release, exchange, non-perfection, lapse in perfection, disposal, deterioration
in value, or impairment of any security for any of the Borrower’s Liabilities,
for any of the Guarantor’s Obligations of any Guarantor, or for any other
obligations or liabilities of any Person under any of the Related Agreements;


 


(e)                                  any
dissolution of the Borrower or any Guarantor or any other party to a Related
Agreement, or the combination or consolidation of the Borrower or any Guarantor
or any other party to a Related Agreement into or with another entity or any
transfer or disposition of any assets of the Borrower or any Guarantor or any
other party to a Related Agreement;


 


(f)                                    any
extension (including without limitation extensions of time for payment),
renewal, amendment, restructuring or restatement of, any acceptance of late or
partial payments under, or any change in the amount of any borrowings or any
credit facilities available under, the Credit Agreement, any of the Notes or
any other Loan Document or any other Related Agreement, in whole or in part;


 


(g)                                 the
existence, addition, modification, termination, reduction or impairment of
value, or release of any other guaranty (or security therefor) of the
Borrower’s Liabilities (including without limitation the Guarantor’s
Obligations of any other Guarantor and obligations arising under any other
Guaranty now or hereafter in effect);


 


(h)                                 any
waiver of, forbearance or indulgence under, or other consent to any change in
or departure from any term or provision contained in the Credit Agreement, any
other Loan Document or any other Related Agreement, including without
limitation any term pertaining to the payment or performance of any of the
Borrower’s Liabilities, any of the Guarantor’s Obligations of any other Guarantor,
or any of the obligations or liabilities of any party to any other Related
Agreement;


 


(i)                                     any
other circumstance whatsoever (with or without notice to or knowledge of any
Guarantor) which may or might in any manner or to any extent vary the risks of
such Guarantor, or might otherwise constitute a legal or equitable defense
available to, or discharge of, a surety or a guarantor, including without
limitation any right to require or claim that resort be had to the Borrower or
any other Loan Party or to any collateral in respect of the Borrower’s
Liabilities or Guarantors’ Obligations, other than the indefeasible payment in
full of the Borrower’s Liabilities and the Guarantors’ Obligations.


 


It is the express purpose and intent of the parties hereto that this
Guaranty Agreement and the Guarantors’ Obligations hereunder and under each
Guaranty Joinder Agreement shall be


 


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absolute and unconditional under any and all circumstances and shall
not be discharged except by payment as herein provided.


 


4.                                      Currency
and Funds of Payment.  All
Guarantors’ Obligations will be paid in lawful currency of the United States of
America and in immediately available funds, regardless of any law, regulation
or decree now or hereafter in effect that might in any manner affect the
Borrower’s Liabilities, or the rights of any Secured Party with respect thereto
as against the Borrower, or cause or permit to be invoked any alteration in the
time, amount or manner of payment by the Borrower of any or all of the
Borrower’s Liabilities.


 


5.                                      Events
of Default.  Without limiting
the provisions of Section 2 hereof, in the event that there shall occur
and be continuing an Event of Default, then notwithstanding any collateral or
other security or credit support for the Borrower’s Liabilities, at the
Administrative Agent’s election and without notice thereof or demand therefor,
the Guarantors’ Obligations shall immediately be and become due and payable.


 


6.                                      Subordination.  Until this Guaranty Agreement is terminated
in accordance with Section 22 hereof, each Guarantor hereby
unconditionally subordinates all present and future debts, liabilities or
obligations now or hereafter owing to such Guarantor (a) of the Borrower, to
the payment in full of the Borrower’s Liabilities, (b) of every other Guarantor
(an “obligated guarantor”), to the payment in full of the Guarantors’
Obligations of such obligated guarantor, and (c) of each other Person now or
hereafter constituting a Loan Party, to the payment in full of the obligations
of such Loan Party owing to any Secured Party and arising under the Loan
Documents.  All amounts due under such
subordinated debts, liabilities, or obligations shall, upon the occurrence and
during the continuance of an Event of Default, be collected and, upon request
by the Administrative Agent, paid over forthwith to the Administrative Agent
for the benefit of the Secured Parties on account of the Borrower’s
Liabilities, the Guarantors’ Obligations, or such other obligations, as
applicable, and, after such request and pending such payment, shall be held by
such Guarantor as agent and bailee of the Secured Parties separate and apart
from all other funds, property and accounts of such Guarantor.


 


7.                                      Suits.  Each Guarantor from time to time shall pay
to the Administrative Agent for the benefit of the Secured Parties, on demand,
at the Administrative Agent’s place of business set forth in the Credit
Agreement or such other address as the Administrative Agent shall give notice
of to such Guarantor, the Guarantors’ Obligations as they become or are
declared due, and in the event such payment is not made forthwith, the
Administrative Agent may proceed to suit against any one or more or all of the
Guarantors.  At the Administrative Agent’s
election, one or more and successive or concurrent suits may be brought hereon
by the Administrative Agent against any one or more or all of the Guarantors,
whether or not suit has been commenced against the Borrower, any other
Guarantor, or any other Person and whether or not the Secured Parties have
taken or failed to take any other action to collect all or any portion of the
Borrower’s Liabilities or have taken or failed to take any actions against any
collateral securing payment or performance of all or any portion of the
Borrower’s Liabilities, and irrespective of any event, occurrence, or condition
described in Section 3 hereof.


 


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8.                                      Set-Off
and Waiver.  Each Guarantor
waives any right to assert against any Secured Party as a defense,
counterclaim, set-off, recoupment or cross claim in respect of its Guarantor’s
Obligations, any defense (legal or equitable) or other claim which such
Guarantor may now or at any time hereafter have against the Borrower or any or
all of the Secured Parties without waiving any additional defenses, set-offs,
counterclaims or other claims otherwise available to such Guarantor.  Each Guarantor agrees that each Secured
Party shall have a lien for all the Guarantor’s Obligations upon all deposits
or deposit accounts, of any kind, or any interest in any deposits or deposit
accounts, now or hereafter pledged, mortgaged, transferred or assigned to such
Secured Party or otherwise in the possession or control of such Secured Party for
any purpose (other than solely for safekeeping) for the account or benefit of
such Guarantor, including any balance of any deposit account or of any credit
of such Guarantor with the Secured Party, whether now existing or hereafter
established, and hereby authorizes each Secured Party from and after the
occurrence of an Event of Default at any time or times with or without prior
notice to apply such balances or any part thereof to such of the Guarantor’s
Obligations to the Secured Parties then due and in such amounts as provided for
in the Credit Agreement or otherwise as they may elect.  Each Secured Party agrees promptly to notify
the Borrower and the applicable Guarantor after any such set-off and
application made by such Secured Party; provided, however, that
the failure to give such notice shall not affect the validity of such set-off
or application.  For the purposes of
this Section 8, all remittances and property shall be deemed to be in
the possession of a Secured Party as soon as the same may be put in transit to
it by mail or carrier or by other bailee.


 


9.                                      Waiver
of Notice; Subrogation.


 


(a)                                  Each
Guarantor hereby waives to the extent permitted by law notice of the following
events or occurrences:  (i) acceptance
of this Guaranty Agreement; (ii) the Lenders’ heretofore, now or from time to
time hereafter making Loans and issuing Letters of Credit and otherwise loaning
monies or giving or extending credit to or for the benefit of the Borrower,
whether pursuant to the Credit Agreement or the Notes or any other Loan
Document or Related Agreement or any amendments, modifications, or supplements
thereto, or replacements or extensions thereof; (iii) presentment, demand,
default, non-payment, partial payment and protest; and (iv) any other event,
condition, or occurrence described in Section 3 hereof.  Each Guarantor agrees that each Secured
Party may heretofore, now or at any time hereafter do any or all of the
foregoing in such manner, upon such terms and at such times as each Secured
Party, in its sole and absolute discretion, deems advisable, without in any way
or respect impairing, affecting, reducing or releasing such Guarantor from its
Guarantor’s Obligations, and each Guarantor hereby consents to each and all of
the foregoing events or occurrences.


 


(b)                                 Each
Guarantor hereby agrees that payment or performance by such Guarantor of its
Guarantor’s Obligations under this Guaranty Agreement may be enforced by the
Administrative Agent on behalf of the Secured Parties upon demand by the
Administrative Agent to such Guarantor without the Administrative Agent being
required, such Guarantor expressly waiving to the extent permitted by law any
right it may have to require the Administrative Agent to (i) prosecute
collection or seek to enforce or resort to any remedies against the Borrower or
any other Guarantor or any


 


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other guarantor of the Borrower’s Liabilities, or (ii)
seek to enforce or resort to any remedies with respect to any security
interests, Liens or encumbrances granted to the Administrative Agent or any
Lender or other party to a Related Agreement by the Borrower, any other
Guarantor or any other Person on account of the Borrower’s Liabilities or any
guaranty thereof, IT BEING EXPRESSLY UNDERSTOOD, ACKNOWLEDGED AND AGREED
TO BY SUCH GUARANTOR THAT DEMAND UNDER THIS GUARANTY AGREEMENT MAY BE MADE BY
THE ADMINISTRATIVE AGENT, AND THE PROVISIONS HEREOF ENFORCED BY THE
ADMINISTRATIVE AGENT, EFFECTIVE AS OF THE FIRST DATE ANY EVENT OF DEFAULT
OCCURS AND IS CONTINUING UNDER THE CREDIT AGREEMENT.


 


(c)                                  Each
Guarantor further agrees with respect to this Guaranty Agreement that it shall
have no right of subrogation, reimbursement, contribution or indemnity, nor any
right of recourse to security for the Borrower’s Liabilities unless and until
93 days immediately following the Facility Termination Date (as defined below)
shall have elapsed without the filing or commencement, by or against any Loan
Party, of any state or federal action, suit, petition or proceeding seeking any
reorganization, liquidation or other relief or arrangement in respect of
creditors of, or the appointment of a receiver, liquidator, trustee or
conservator in respect to, such Loan Party or its assets.  This waiver is expressly intended to prevent
the existence of any claim in respect to such subrogation, reimbursement,
contribution or indemnity by any Guarantor against the estate of any other Loan
Party within the meaning of Section 101 of the Bankruptcy Code, in the event of
a subsequent case involving any other Loan Party.  If an amount shall be paid to any Guarantor on account of such
rights at any time prior to termination of this Guaranty Agreement in
accordance with the provisions of Section 22 hereof, such amount shall
be held in trust for the benefit of the Secured Parties and shall forthwith be
paid to the Administrative Agent, for the benefit of the Secured Parties, to be
credited and applied upon the Guarantors’ Obligations, whether matured or
unmatured, in accordance with the terms of the Credit Agreement or otherwise as
the Secured Parties may elect.  The
agreements in this subsection shall survive repayment of all of the Guarantors’
Obligations, the termination or expiration of this Guaranty Agreement in any
manner, including but not limited to termination in accordance with Section
22 hereof, and occurrence of the Facility Termination Date.  For purposes of this Guaranty Agreement, “Facility
Termination Date” means the date as of which all of the following shall
have occurred:  (i) the Borrower shall
have permanently terminated the credit facilities under the Loan Documents by
final payment in full of all Outstanding Amounts, together with all accrued and
unpaid interest and fees thereon, other than (A) the undrawn portion of Letters
of Credit and (B) all letter of credit fees relating thereto accruing after
such date (which fees shall be payable solely for the account of the L/C Issuer
and shall be computed (based on interest rates and the Applicable Rate then in
effect) on such undrawn amounts to the respective expiry dates of the Letters
of Credit), in each case as have been fully Cash Collateralized or as to which
other arrangements with respect thereto satisfactory to the Administrative
Agent and the L/C Issuer shall have been made; (ii) all Revolving Credit
Commitments shall have terminated or expired; (iii) the obligations and
liabilities of the Borrower and each other Loan Party under all Related


 


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Swap Contracts shall have been fully, finally and
irrevocably paid and satisfied in full and the Related Swap Contract shall have
expired or been terminated, or other arrangements satisfactory to the
counterparties shall have been made with respect thereto; and (iv) the Borrower
and each other Loan Party shall have fully, finally and irrevocably paid and
satisfied in full all of their respective obligations and liabilities arising
under the Loan Documents, including with respect to the Borrower and the
Obligations (except for future obligations consisting of continuing indemnities
and other contingent Obligations of the Borrower or any Loan Party that may be
owing to any Agent-Related Person or any Lender pursuant to the Loan Documents
and expressly survive termination of the Credit Agreement).


 


10.                               Effectiveness;
Enforceability.  This Guaranty
Agreement shall be effective as of the date first above written and shall
continue in full force and effect until termination in accordance with Section
22 hereof.  Any claim or claims that
the Secured Parties may at any time hereafter have against a Guarantor under
this Guaranty Agreement may be asserted by the Administrative Agent on behalf
of the Secured Parties by written notice directed to such Guarantor in
accordance with Section 24 hereof.


 


11.                               Representations
and Warranties.  Each Guarantor
warrants and represents to the Administrative Agent, for the benefit of the
Secured Parties, that it is duly authorized to execute and deliver this
Guaranty Agreement (or the Guaranty Joinder Agreement to which it is a party,
as applicable), and to perform its obligations under this Guaranty Agreement,
that this Guaranty Agreement (or the Guaranty Joinder Agreement to which it is
a party, as applicable) has been duly executed and delivered on behalf of such
Guarantor by its duly authorized representatives; that this Guaranty Agreement
(and any Guaranty Joinder Agreement to which such Guarantor is a party) is
legal, valid, binding and enforceable against such Guarantor in accordance with
its terms except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors’ rights generally and by general equitable principles; and that such
Guarantor’s execution, delivery and performance of this Guaranty Agreement (and
any Guaranty Joinder Agreement to which such Guarantor is a party) do not
violate or constitute a breach of any of its Organizational Documents, any
agreement or instrument to which such Guarantor is a party, or any law, order,
regulation, decree or award of any governmental authority or arbitral body to
which it or its properties or operations is subject.


 


12.                               Expenses.  Each Guarantor agrees to be jointly and
severally liable for the payment of all reasonable fees and expenses, including
Attorney Costs, incurred by any Secured Party in connection with the
enforcement of this Guaranty Agreement, whether or not suit be brought.


 


13.                               Reinstatement.  Each Guarantor agrees that this Guaranty
Agreement shall continue to be effective or be reinstated, as the case may be,
at any time payment received by any Secured Party in respect of any Borrower’s
Liabilities is rescinded or must be restored for any reason, or is repaid by
any Secured Party in whole or in part in good faith settlement of any pending
or threatened avoidance claim.


 


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14.                               Attorney-in-Fact.  To the extent permitted by law, each
Guarantor hereby appoints the Administrative Agent, for the benefit of the
Secured Parties, as such Guarantor’s attorney-in-fact for the purposes of
carrying out the provisions of this Guaranty Agreement and taking any action
and executing any instrument which the Administrative Agent may deem necessary
or advisable to accomplish the purposes hereof, which appointment is coupled
with an interest and is irrevocable; provided, that the Administrative
Agent shall have and may exercise rights under this power of attorney only upon
the occurrence and during the continuance of an Event of Default.


 


15.                               Reliance.  Each Guarantor represents and warrants to
the Administrative Agent, for the benefit of the Secured Parties, that:  (a) such Guarantor has adequate means to
obtain on a continuing basis (i) from the Borrower, information concerning the
Borrower and the Borrower’s financial condition and affairs and (ii) from other
reliable sources such other information as it deems material in deciding to
provide this Guaranty Agreement and any Guaranty Joinder Agreement (“Other
Information”), and has full and complete access to the Borrower’s books and
records and to such Other Information; (b) such Guarantor is not relying on any
Secured Party or its or their employees, directors, agents or other
representatives or Affiliates, to provide any such information, now or in the
future; (c) such Guarantor has been furnished with and reviewed the terms of
the Credit Agreement and such other Loan Documents as it has requested, is
executing this Guaranty Agreement (or the Guaranty Joinder Agreement to which
it is a party, as applicable) freely and deliberately, and understands the
obligations and financial risk undertaken by providing this Guaranty Agreement
(and any Guaranty Joinder Agreement); (d) such Guarantor has relied solely on
the Guarantor’s own independent investigation, appraisal and analysis of the
Borrower, the Borrower’s financial condition and affairs, the “Other
Information”, and such other matters as it deems material in deciding to
provide this Guaranty Agreement (and any Guaranty Joinder Agreement) and is fully
aware of the same; and (e) such Guarantor has not depended or relied on any
Secured Party or its or their employees, directors, agents or other
representatives or Affiliates, for any information whatsoever concerning the
Borrower or the Borrower’s financial condition and affairs or any other matters
material to such Guarantor’s decision to provide this Guaranty Agreement (and
any Guaranty Joinder Agreement), or for any counseling, guidance, or special
consideration or any promise therefor with respect to such decision.  Each Guarantor agrees that no Secured Party
has any duty or responsibility whatsoever, now or in the future, to provide to
such Guarantor any information concerning the Borrower or the Borrower’s financial
condition and affairs, or any Other Information, other than as expressly
provided herein, and that, if such Guarantor receives any such information from
any Secured Party or its or their employees, directors, agents or other
representatives or Affiliates, such Guarantor will independently verify the
information and will not rely on any Secured Party or its or their employees,
directors, agents or other representatives or Affiliates, with respect to such
information.


 


16.                               Rules
of Interpretation.  The rules of
interpretation contained in Sections 1.02 and 1.05 of the Credit
Agreement shall be applicable to this Guaranty Agreement and each Guaranty
Joinder Agreement and are hereby incorporated by reference.  All representations and warranties contained
herein shall survive the delivery of documents and any extension of credit
referred to herein or guaranteed hereby.


 


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17.                               Entire
Agreement.  This Guaranty
Agreement and each Guaranty Joinder Agreement, together with the Credit
Agreement and other Loan Documents, constitute and express the entire
understanding between the parties hereto with respect to the subject matter
hereof, and supersede all prior negotiations, agreements, understandings,
inducements, commitments or conditions, express or implied, oral or written,
except as herein contained.  The express
terms hereof control and supersede any course of performance or usage of the
trade inconsistent with any of the terms hereof.  Except as provided in Section 22, neither this Guaranty
Agreement nor any Guaranty Joinder Agreement nor any portion or provision
hereof or thereof may be changed, altered, modified, supplemented, discharged,
canceled, terminated, or amended orally or in any manner other than as provided
in the Credit Agreement.


 


18.                               Binding
Agreement; Assignment.  This
Guaranty Agreement, each Guaranty Joinder Agreement and the terms, covenants
and conditions hereof and thereof shall be binding upon and inure to the
benefit of the parties hereto and thereto, and to their respective heirs, legal
representatives, successors and assigns; provided, however, that
no Guarantor shall be permitted to assign any of its rights, powers, duties or
obligations under this Guaranty Agreement, any Guaranty Joinder Agreement or
any other interest herein or therein without the prior written consent of the
Administrative Agent.  Without limiting
the generality of the foregoing sentence of this Section 18, any Lender
may assign to one or more Persons, or grant to one or more Persons
participations in or to, all or any part of its rights and obligations under
the Credit Agreement (to the extent permitted by the Credit Agreement); and to
the extent of any such assignment or participation such other Person shall, to
the fullest extent permitted by law, thereupon become vested with all the
benefits in respect thereof granted to such Lender herein or otherwise,
subject, however, to the provisions of the Credit Agreement, including Article
IX thereof (concerning the Administrative Agent) and Section 10.07
thereof (concerning assignments and participations).  All references herein to the Administrative Agent shall include
any successor thereof.


 


19.                               Related
Swap Contracts.  All obligations of the Borrower under
Related Swap Contracts to which any Lender or its Affiliates are a party shall
be deemed to be Borrower’s Liabilities, and each Lender or Affiliate of a
Lender party to any such Related Swap Contract shall be deemed to be a Secured
Party hereunder with respect to such Borrower’s Liabilities; provided, however,
that such obligations shall cease to be Borrower’s Liabilities at such time,
prior to the Facility Termination Date, as such Person (or Affiliate of such
Person) shall cease to be a “Lender” under the Credit Agreement.


 


No Person who obtains the
benefit of this Guaranty Agreement by virtue of the provisions of this Section
shall have, prior to the Facility
Termination Date, any right to notice of any action or to consent to,
direct or object to any action hereunder or under any other Loan Document or
otherwise in respect of the Guarantors’ Obligations (including the release or
modification of any Guarantors’ Obligations or security therefor) other than in
its capacity as a Lender and only to the extent expressly provided in the Loan
Documents.  Each Secured Party not a
party to the Credit Agreement who obtains the benefit of this Guaranty
Agreement by virtue of the provisions of this Section shall be deemed to have
acknowledged and accepted the appointment of the Administrative Agent pursuant
to the terms of the Credit Agreement, and that with respect to the actions and
omissions of the Administrative Agent hereunder or otherwise


 


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relating hereto that do or may affect such Secured
Party, the Administrative Agent and each Agent-Related Person shall be entitled
to all the rights, benefits and immunities conferred under Article IX of
the Credit Agreement.


 


20.                               Severability. 
The provisions of this Guaranty Agreement are independent of and
separable from each other.  If any
provision hereof shall for any reason be held invalid or unenforceable, such
invalidity or unenforceability shall not affect the validity or enforceability
of any other provision hereof, but this Guaranty Agreement shall be construed
as if such invalid or unenforceable provision had never been contained herein.


 


21.                               Counterparts. 
This Guaranty Agreement may be executed in any number of counterparts
each of which when so executed and delivered shall be deemed an original, and
it shall not be necessary in making proof of this Guaranty Agreement to produce
or account for more than one such counterpart executed by the Guarantor against
whom enforcement is sought.  Without
limiting the foregoing provisions of this Section 21, the provisions of Section
10.02(b) of the Credit Agreement shall be applicable to this Guaranty
Agreement.


 


22.                               Termination.


 


(a)                                  Subject
to reinstatement pursuant to Section 13 hereof, this Guaranty Agreement
and each Guaranty Joinder Agreement, and all of the Guarantors’ Obligations
hereunder (excluding those Guarantors’ Obligations relating to Borrower’s
Liabilities that expressly survive such termination) shall terminate without
delivery of any instrument or performance of any act by any party on the
Facility Termination Date.


 


(b)                                 With
respect to the Guarantor’s Obligations of any Guarantor Disposed of in
accordance with the Credit Agreement, the Guarantor’s Obligations of such
Guarantor shall terminate upon the consummation of the Disposition of such
Guarantor in accordance with the terms of the Credit Agreement.


 


23.                               Remedies
Cumulative; Late Payments.  All remedies hereunder are cumulative and
are not exclusive of any other rights and remedies of the Administrative Agent
or any other Secured Party provided by law or under the Credit Agreement, the
other Loan Documents or other applicable agreements or instruments.  The making of the Loans and other Credit
Extensions pursuant to the Credit Agreement shall be conclusively presumed to
have been made or extended, respectively, in reliance upon each Guarantor’s
guaranty of the Borrower’s Liabilities pursuant to the terms hereof.  Any amounts not paid when due under this
Guaranty Agreement shall bear interest at the Default Rate.


 


24.                               Notices. 
Any notice required or permitted hereunder or under any Guaranty Joinder
Agreement shall be given, (a) with respect to each Guarantor, at the address of
the Borrower indicated in Schedule 10.02 of the Credit Agreement  and
(b) with respect to the Administrative Agent or any other Secured Party, at the
Administrative Agent’s address indicated in Schedule 10.02 of the Credit
Agreement.  All such addresses may be
modified, and all such notices shall be given and shall be effective, as
provided in Section 10.02 of the Credit Agreement for the giving and
effectiveness of notices and modifications of addresses thereunder.


 


10

















 


25.                               Joinder.  Each
Person who shall at any time execute and deliver to the Administrative Agent a
Guaranty Joinder Agreement substantially in the form attached as Exhibit A
hereto shall thereupon irrevocably, absolutely and unconditionally become a
party hereto and obligated hereunder as a Guarantor, and all references herein
and in the other Loan Documents to the Guarantors or to the parties to this
Guaranty Agreement shall be deemed to include such Person as a Guarantor
hereunder.


 


26.                               Governing
Law; Venue; Waiver of Jury Trial.


 


(a)                                  THIS
GUARANTY AGREEMENT AND EACH GUARANTY JOINDER AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE
TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.


 


(b)                                  EACH
GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY AGREES AND CONSENTS THAT ANY SUIT,
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY AGREEMENT OR
ANY GUARANTY JOINDER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN OR
THEREIN MAY BE INSTITUTED IN ANY STATE OR FEDERAL COURT SITTING IN THE COUNTY
OF NEW YORK, STATE OF NEW YORK, UNITED STATES OF AMERICA AND, BY THE EXECUTION
AND DELIVERY OF THIS GUARANTY AGREEMENT OR A GUARANTY JOINDER AGREEMENT, SUCH
GUARANTOR EXPRESSLY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO
THE LAYING OF VENUE IN, OR TO THE EXERCISE OF JURISDICTION OVER IT AND ITS
PROPERTY BY, ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING, AND EACH
GUARANTOR HEREBY IRREVOCABLY SUBMITS GENERALLY AND UNCONDITIONALLY TO THE
JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING.


 


(c)                                  EACH
GUARANTOR AGREES THAT SERVICE OF PROCESS MAY BE MADE BY PERSONAL SERVICE OF A
COPY OF THE SUMMONS AND COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT,
ACTION OR PROCEEDING, OR BY REGISTERED OR CERTIFIED MAIL (POSTAGE PREPAID) TO
THE ADDRESS FOR NOTICES TO SUCH GUARANTOR IN EFFECT PURSUANT TO SECTION 24
HEREOF, OR BY ANY OTHER METHOD OF SERVICE PROVIDED FOR UNDER THE APPLICABLE
LAWS IN EFFECT IN THE STATE OF NEW YORK.


 


(d)                                  NOTHING
CONTAINED IN SUBSECTIONS (b) or (c) HEREOF SHALL PRECLUDE THE ADMINISTRATIVE
AGENT FROM BRINGING ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS GUARANTY AGREEMENT OR ANY GUARANTY JOINDER AGREEMENT


 


11

















 


OR ANY OTHER LOAN DOCUMENT IN THE COURTS OF ANY JURISDICTION
WHERE ANY GUARANTOR OR ANY OF SUCH GUARANTOR’S PROPERTY OR ASSETS MAY BE FOUND
OR LOCATED.  TO THE EXTENT PERMITTED BY
THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, EACH GUARANTOR HEREBY IRREVOCABLY
SUBMITS TO THE JURISDICTION OF ANY SUCH COURT AND EXPRESSLY WAIVES, IN RESPECT
OF ANY SUCH SUIT, ACTION OR PROCEEDING, OBJECTION TO THE EXERCISE OF
JURISDICTION OVER IT AND ITS PROPERTY BY ANY SUCH OTHER COURT OR COURTS WHICH
NOW OR HEREAFTER MAY BE AVAILABLE UNDER APPLICABLE LAW.


 


(e)                                  IN
ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER OR
RELATED TO THIS GUARANTY AGREEMENT OR ANY GUARANTY JOINDER AGREEMENT OR ANY
AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR THAT MAY IN THE
FUTURE BE DELIVERED IN CONNECTION THEREWITH, EACH GUARANTOR AND THE
ADMINISTRATIVE AGENT ON BEHALF OF THE SECURED PARTIES HEREBY AGREE, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, THAT ANY SUCH ACTION, SUIT OR PROCEEDING
SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY AND HEREBY IRREVOCABLY
WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT ANY SUCH PERSON MAY
HAVE TO TRIAL BY JURY IN ANY SUCH ACTION, SUIT OR PROCEEDING.


 


(f)                                    EACH GUARANTOR HEREBY EXPRESSLY WAIVES ANY OBJECTION IT MAY
HAVE THAT ANY COURT TO WHOSE JURISDICTION IT HAS SUBMITTED PURSUANT TO THE
TERMS HEREOF IS AN INCONVENIENT FORUM.


 


[Signature page follows.]


 


12

















 


IN WITNESS WHEREOF,
the parties hereto have duly executed and delivered this Guaranty Agreement as
of the day and year first written above.


 


	
   

  	
  ADMINISTRATIVE AGENT:

  
	
   

  	
   

  
	
   

  	
  BANK
  OF AMERICA, N.A., as Administrative

  
	
   

  	
  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ SUZIEANNA WAN

  	
   

  
	
   

  	
  Name:

  	
  SuzieAnna Wan

  
	
   

  	
  Title:

  	
  Assistant Vice President

  
					



 

















 


	
   

  	
  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  PCC
  STRUCTURALS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ GEOFFREY A. HAWKES

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
  PCC
  AIRFOILS LLC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ GEOFFREY A. HAWKES

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
  PCC
  SPECIALTY PRODUCTS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /S/ GEOFFREY
  A. HAWKES

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
  J&L
  FIBER SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /S/ GEOFFREY
  A. HAWKES

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
  ADVANCED
  FORMING TECHNOLOGY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /S/ GEOFFREY
  A. HAWKES

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
  WYMAN-GORDON
  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /S/ GEOFFREY
  A. HAWKES

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
					



 

















 


	
   

  	
  PRECISION
  FOUNDERS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ GEOFFREY A. HAWKES

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
  WYMAN-GORDON
  FORGINGS (CLEVELAND), INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ GEOFFREY A. HAWKES

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
  WYMAN-GORDON
  FORGINGS LP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
     By WGF I LLC, its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ GEOFFREY A. HAWKES

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
  WYMAN-GORDON
  INVESTMENT CASTINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ GEOFFREY A. HAWKES

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  SPS
  TECHNOLOGIES, LCC

    (f/k/a STAR ACQUISITION, LLC)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ GEOFFREY A. HAWKES

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  PCC
  COMPOSITES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ GEOFFREY A. HAWKES

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
					



 

















 


	
   

  	
  CARMET
  INVESTORS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ GEOFFREY A. HAWKES

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
  CARMET
  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ GEOFFREY A. HAWKES

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
  WG
  WASHINGTON STREET LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ GEOFFREY A. HAWKES

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  WGF I
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ GEOFFREY A. HAWKES

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
  WGF II
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ GEOFFREY A. HAWKES

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  WG
  FORGINGS 3 LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ GEOFFREY A. HAWKES

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
					



 

















 


	
   

  	
  WG
  FORGINGS 2 LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ GEOFFREY A. HAWKES

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  INTERNATIONAL
  EXTRUDED PRODUCTS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ GEOFFREY A. HAWKES

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  CANNON-MUSKEGON
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ GEOFFREY A. HAWKES

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  GREENVILLE
  METALS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ GEOFFREY A. HAWKES

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  GREER
  STOP NUT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ GEOFFREY A. HAWKES

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  HOWELL
  PENNCRAFT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ GEOFFREY A. HAWKES

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
					



 

















 


	
   

  	
  M.
  ARGUESO & CO., INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ GEOFFREY A. HAWKES

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  METALAC
  FASTENERS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ GEOFFREY A. HAWKES

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  NSS
  TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ GEOFFREY A. HAWKES

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  SPS
  INTERNATIONAL INVESTMENT COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ GEOFFREY A. HAWKES

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  SPS
  TECHNOLOGIES WATERFORD COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ GEOFFREY A. HAWKES

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  UNBRAKO,
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ GEOFFREY A. HAWKES

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  AVIBANK
  MFG., INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ GEOFFREY A. HAWKES

  	
   

  
	
   

  	
  Name:

  	
  Geoffrey A. Hawkes

  
	
   

  	
  Title:

  	
  Treasurer

  
					



 

















 


EXHIBIT A


 


Form of
Guaranty Joinder Agreement


 


 


GUARANTY
JOINDER AGREEMENT


 


THIS GUARANTY
JOINDER AGREEMENT (the “Guaranty
Joinder Agreement”), dated as of
                          ,
20     is made by
                                                              ,
a
                                
(the “Joining Guarantor”) pursuant to the terms of that certain Credit
Agreement (as amended, supplemented or restated from time to time, the “Credit
Agreement”), dated as of December     , 2003, by and
among Precision Castparts Corp., an Oregon corporation (the “Borrower”),
the Lenders party thereto and the Administrative Agent (as defined
therein).  All capitalized terms not
otherwise defined herein shall have the meanings given to such terms in the
Credit Agreement.


 


WHEREAS, the
Joining Guarantor is a Subsidiary and required by the terms of the Credit
Agreement to become a “Guarantor” under the Credit Agreement and be
joined as a party to the Guaranty; and


 


WHEREAS, the
Joining Guarantor will materially benefit directly and indirectly from the
credit facilities made available and to be made available to the Borrower by
the Lenders under the Credit Agreement;


 


NOW, THEREFORE, the
Joining Guarantor hereby agrees as follows, for the benefit of the Secured
Parties (as defined in the Guaranty and including any Lender or Affiliate of
any Lender party to a Related Swap Contract):


 


1.                                      Joinder.  The
Joining Guarantor hereby irrevocably, absolutely and unconditionally becomes a
party to the Guaranty as a Guarantor and bound by all the terms, conditions,
obligations, liabilities and undertakings of each Guarantor or to which each
Guarantor is subject thereunder, including without limitation the joint and
several, unconditional, absolute, continuing and irrevocable guarantee to the
Administrative Agent for the benefit of the Secured Parties of the payment and
performance in full of the Borrower’s Liabilities (as defined in the Guaranty)
whether now existing or hereafter arising, all with the same force and effect
as if the Joining Guarantor were a signatory to the Guaranty.


 


2.                                      Affirmations.  The Joining Guarantor hereby acknowledges
and reaffirms as of the date hereof with respect to itself, its properties and
its affairs each of the waivers, representations, warranties, acknowledgements
and certifications applicable to any Guarantor contained in the Guaranty.


 


3.                                      Severability. 
The provisions of this Guaranty Joinder Agreement are independent of and
separable from each other.  If any
provision hereof shall for any reason be held invalid or unenforceable, such
invalidity or unenforceability shall not affect the validity or enforceability
of any other provision hereof, but this Guaranty Joinder Agreement shall be
construed as if such invalid or unenforceable provision had never been
contained herein.


 

















 


4.                                      Counterparts. 
This Guaranty Joinder Agreement may be executed in any number of
counterparts each of which when so executed and delivered shall be deemed an
original, and it shall not be necessary in making proof of this Guaranty
Joinder Agreement to produce or account for more than one such counterpart
executed by the Joining Guarantor. 
Without limiting the foregoing provisions of this Section 4, the
provisions of Section 10.02(b) of the Credit Agreement shall be
applicable to this Guaranty Joinder Agreement.


 


5.                                      Delivery.  Joining Guarantor hereby irrevocably waives
notice of acceptance of this Guaranty Joinder Agreement and acknowledges that
the Borrower’s Liabilities are and shall be deemed to be incurred, and credit
extensions under the Loan Documents made and maintained, in reliance on this
Guaranty Joinder Agreement and the Guarantor’s joinder as a party to the
Guaranty as herein provided.


 


6.                                      Governing
Law; Venue; Waiver of Jury Trial.  The provisions of Section
26 of the Guaranty are hereby incorporated by reference as if fully set
forth herein.


 


[Signature
page follows.]


 

















 


IN WITNESS WHEREOF, the Joining Guarantor
has duly executed and delivered this Guaranty Joinder Agreement as of the day
and year first written above.


 


	
   

  	
  JOINING GUARANTOR:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title: