NOTATION OF GUARANTEE
Exhibit 4.1(c)
NOTATION OF GUARANTEE
Each of the undersigned (the Guarantors) hereby jointly and severally unconditionally guarantees, to the extent set forth in the Indenture dated as of May 19, 2010 by and among WIRECO WORLDGROUP INC., a Delaware corporation, as issuer (the Company), the Guarantors party thereto and U.S. Bank National Association, as Trustee (as amended, restated or supplemented from time to time, the Indenture), and subject to the provisions of the Indenture, (a) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on overdue principal of, and premium and, to the extent permitted by law, interest, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee, all in accordance with the terms set forth in Article Ten of the Indenture, and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.
The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Note Guarantee and the Indenture are expressly set forth in Article Ten of the Indenture, and reference is hereby made to the Indenture for the precise terms and limitations of the Note Guarantee. Each Holder of a Note, by accepting such Note, agrees to and shall be bound by such provisions.
Each Note Guarantee shall be limited to an amount not to exceed the maximum amount that can be guaranteed by such Guarantor after giving effect to all of its other contingent and fixed liabilities without rendering such Note Guarantee, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.
Capitalized terms used herein and not otherwise defined have the meanings set forth in the Indenture.
[Signatures on Following Pages]
[Signature Page to WireCo WorldGroup Inc. Note Guarantees]
IN WITNESS WHEREOF, each of the Guarantors has caused this Note Guarantee to be signed by a duly authorized officer.
WIRECO WORLDGROUP (CAYMAN), INC. | ||||
as Guarantor | ||||
By: | /s/ Troy W. Thacker | |||
Name: | Troy W. Thacker | |||
Title: | Director | |||
WIRECO WORLDGROUP LIMITED, as Guarantor | ||||
By: | /s/ Troy W. Thacker | |||
Name: | Troy W. Thacker | |||
Title: | Director | |||
WRCA DISTRIBUTOR (CAYMAN) LTD. as Guarantor | ||||
By: | /s/ Troy W. Thacker | |||
Name: | Troy W. Thacker | |||
Title: | Director | |||
WIRECO WORLDGROUP SALES (CAYMAN) LTD. as Guarantor | ||||
By: | /s/ Troy W. Thacker | |||
Name: | Troy W. Thacker | |||
Title: | Director | |||
WRCA FINANCE (LUXEMBOURG) S.A R.L. as Guarantor | ||||
By: | /s/ Ira Glazer | |||
Name: | Ira Glazer | |||
Title: | Manager | |||
WRCA (LUXEMBOURG) HOLDINGS S.A R.L. as Guarantor | ||||
By: | /s/ Ira Glazer | |||
Name: | Ira Glazer | |||
Title: | Manager | |||
WRCA (LUXEMBOURG) S.A R.L. as Guarantor | ||||
By: | /s/ Ira Glazer | |||
Name: | Ira Glazer | |||
Title: | Manager |
[Signature Page to WireCo WorldGroup Inc. Note Guarantees]
WRCA US HOLDINGS INC. | ||||
as Guarantor | ||||
By: | /s/ Ira Glazer | |||
Name: | Ira Glazer | |||
Title: | President | |||
WRCA, LLC as Guarantor | ||||
By: WIRECO WORLDGROUP, INC. (f/k/a Wire | ||||
Rope Corporation of America, Inc.) | ||||
By: | /s/ Ira Glazer | |||
Name: | Ira Glazer | |||
Title: | President | |||
1295728 ALBERTA ULC as Guarantor | ||||
By: | /s/ Ira Glazer | |||
Name: | Ira Glazer | |||
Title: | President | |||
WIRELINE WORKS PARTNERSHIP, as Guarantor, by its duly authorized partner 1295728 Alberta ULC | ||||
By: | /s/ Ira Glazer | |||
Name: | Ira Glazer | |||
Title: | President | |||
WRCA CANADIAN HOLDINGS (LUXEMBOURG) S.A R.L., as Guarantor | ||||
By: | /s/ Ira Glazer | |||
Name: | Ira Glazer | |||
Title: | Manager | |||
CASAR DRAHTSEILWERK SAAR GMBH as Guarantor | ||||
By: | /s/ Ira Glazer | |||
Name: | Ira Glazer | |||
Title: | Managing Director | |||
PHILLYSTRAN EUROPE B.V., as Guarantor by Phillystran, Inc., its sole director | ||||
By: | /s/ Ira Glazer | |||
Name: | Ira Glazer | |||
Title: | President of Phillystran, Inc. |
[Signature Page to WireCo WorldGroup Inc. Note Guarantees]
WWG PHILLYSTRAN HOLDINGS, INC. | ||||
as Guarantor | ||||
By: | /s/ Ira Glazer | |||
Name: | Ira Glazer | |||
Title: | President | |||
PHILLYSTRAN, INC. as Guarantor | ||||
By: | /s/ Ira Glazer | |||
Name: | Ira Glazer | |||
Title: | President |
[Signature Page to WireCo WorldGroup Inc. Note Guarantees]