VSI HOLDINGS INC
EX- 10.2 - LOAN GUARANTY DATED JULY 12, 2001
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<TYPE>EX-10.2
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<FILENAME>k66889ex10-2.txt
<DESCRIPTION>EX- 10.2 - LOAN GUARANTY DATED JULY 12, 2001
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                                                                    EXHIBIT 10.2



LOAN GUARANTY DATED JULY 12, 2001 BETWEEN VSI HOLDINGS, INC. AND BANK ONE,
MICHIGAN.

Guaranty: To induce Bank One, Michigan, directly or through any of its branches,
offices, subsidiaries, or affiliates (collectively, the "Bank"), at its option,
to provide or extend Liabilities to Visual Services, Inc., a Georgia
corporation, alone, and its successors (the "Borrower"), or to the Borrower and
others, and because the undersigned (the "Guarantor") has determined that
executing this Guaranty is in its interest and to its financial benefit, the
Guarantor absolutely and unconditionally guaranties to the Bank, as primary
obligor and not merely as surety, the full and prompt payment of the Liabilities
when due, whether at stated maturity, by acceleration or otherwise. The
Guarantor's obligations under this Guaranty shall be payable in lawful money of
the United States of America.

Liabilities: The term "Liabilities" in this Guaranty means (i) all obligations,
indebtedness and





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liabilities of the Borrower to any one or more of the Bank, BANK ONE
CORPORATION, and any of their subsidiaries, affiliates or successors, now
existing or later arising, including, without limitation, all loans, advances,
interest, costs, overdraft indebtedness, credit card indebtedness, lease
obligations, or obligations relating to any Rate Management Transaction, (ii)
all costs and expenses, including reasonable attorneys' fees, that the Bank may
pay or incur in collecting from the Borrower, the Guarantor, or any other
guarantor of all or any of the Liabilities and for liquidating any Collateral
(as defined below), (iii) all monetary obligations incurred or accrued during
the pendency of any bankruptcy, insolvency, receivership or other similar
proceedings, regardless of whether allowed or allowable in such proceeding, and
(iv) all renewals, extensions, modifications, consolidations or substitutions of
any of the foregoing, whether the Borrower may be liable jointly with others or
individually liable as a debtor, maker, co-maker, drawer, endorser, guarantor,
surety or otherwise, and whether voluntarily or involuntarily incurred, due or
not due, absolute or contingent, direct or indirect, liquidated or unliquidated.
The term "Rate Management Transaction" in this Guaranty means any transaction
(including an agreement with respect thereto) now existing or hereafter entered
into between Borrower and Bank or BANK ONE CORPORATION, or any of its
subsidiaries or affiliates or their successors which is a rate swap, basis swap,
forward rate transaction, commodity swap, commodity option, equity or equity
index swap, equity or equity index option, bond option, interest rate option,
foreign exchange transaction, cap transaction, floor transaction, collar
transaction, forward transaction, currency swap transaction, cross-currency rate
swap transaction, currency option or any other similar transaction (including
any option with respect to any of these transactions) or any combination
thereof, whether linked to one or more interest rates, foreign currencies,
commodity prices, equity prices or other financial measures.

Limitation: The Guarantor's obligation under this Guaranty is UNLIMITED.

Continued Reliance. The Bank may continue to provide or extend Liabilities to
the Borrower based on this Guaranty until it receives written notice of
termination from the Guarantor. That notice shall be effective at the opening of
the Bank for business on the day after receipt of the notice. If terminated, the
Guarantor will continue to be liable to the Bank for any Liabilities created,
assumed or committed to at the time the termination becomes effective, and all
subsequent renewals, extensions, modifications and amendments of those
Liabilities.

Security. As security for this Guaranty, the Guarantor pledges and grants to the
Bank a continuing security interest in the following described property and all
of its additions, substitutions, increments, proceeds and products, whether now
owned or later acquired ("Collateral"):

1. All securities and other property of the Guarantor in the custody, possession
or control of the Bank (other than property held by the Bank solely in a
fiduciary capacity);

2. All property or securities declared or acknowledged to constitute security
for any past, present or future liability, direct or indirect, of the Guarantor
to the Bank;

3. All balances of deposit accounts of the Guarantor with the Bank ("deposit
account" having the meaning given to it in the UCC (as defined below);

4. The following additional property of the Guarantor: all property described in
the Continuing





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Security Agreement made by the Guarantor in favor of the Bank.

The Bank shall have the right at any time to apply its own debt or liability to
the Guarantor in whole or partial payment of this Guaranty or other present or
future liabilities of the Guarantor, direct or indirect, without any requirement
for mutual maturity.

If the Guarantor fails to pay any amount owing under this Guaranty, the Bank
shall have all of the rights and remedies provided by law or under any other
agreement to liquidate or foreclose on and sell the Collateral, including but
not limited to the rights and remedies of a secured party under the Uniform
Commercial Code of the State of Michigan, as in effect from time to time (the
"UCC"). These rights and remedies shall be cumulative and not exclusive. If the
Guarantor is entitled to notice, that requirement will be met if the Bank sends
notice at least ten (10) days prior to the date of sale, disposition or other
event which requires notice. The proceeds of any sale shall be applied first to
costs, then toward payment of the amount owing under this Guaranty. The Bank is
authorized to cause all or any part of the Collateral to be transferred to or
registered in its name or in the name of any other person, firm or corporation,
with or without designation of the capacity of such nominee.

For purposes of the following paragraphs, "any collateral" shall include the
Collateral and any other collateral securing the Liabilities.

Action Regarding Borrower. If any monies become available that the Bank can
apply to the Liabilities, the Bank may apply them in any manner it chooses,
including but not limited to applying them against Liabilities which are not
covered by this Guaranty. The Bank can take any action against the Borrower, any
collateral, or any other person liable for any of the Liabilities. The Bank can
release the Borrower or anyone else from its liability for the Liabilities,
either in whole or in part, or release any collateral, and need not perfect a
security interest in any collateral. The Bank does not have to exercise any
rights that it has against the Borrower or anyone else, or make any effort to
realize on any collateral or right of set-off. If the Borrower requests more
credit or any other benefit, the Bank may grant it and the Bank may grant
renewals, extensions, modifications and amendments of any of the Liabilities and
otherwise deal with the Borrower or any other person as the Bank sees fit and as
if this Guaranty were not in effect. The Guarantor's obligations under this
Guaranty shall not be released or affected by (a) any act or omission of the
Bank, (b) the voluntary or involuntary liquidation, sale or other disposition of
all or substantially all of the assets of the Borrower, or any receivership,
insolvency, bankruptcy, reorganization, or other similar proceedings affecting
the Borrower or any of its assets, or (c) any change in the composition or
structure of the Borrower or the Guarantor, including a merger or consolidation
with any other person or entity.

Nature of Guaranty. This Guaranty is a guaranty of payment and not of
collection. Therefore, the Bank can insist that the Guarantor pay immediately,
and the Bank is not required to attempt to collect first from the Borrower, any
collateral, or any other person liable for any of the Liabilities. The
obligation of the Guarantor shall be unconditional and absolute, regardless of
the unenforceability of any provision of any agreement between the Borrower and
the Bank, or the existence of any defense, setoff or counterclaim which the
Borrower may assert.

Other Guarantors. If there is more than one Guarantor, their obligations under
this Guaranty shall be joint and several. In addition, each Guarantor shall be
jointly and severally liable with any





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other guarantor of any of the Liabilities. If the Bank elects to enforce its
rights against less than all guarantors of the Liabilities, that election shall
not release Guarantor from its obligations under this Guaranty. The compromise
or release of any of the obligations of any of the other guarantors or the
Borrower shall not serve to waive, alter or release the Guarantor's obligations
under this Guaranty. This Guaranty is not conditioned on anyone else executing
this or any other guaranty.

Rights of Subrogation. The Guarantor agrees not to enforce any rights of
subrogation, contribution or indemnification that it has against the Borrower,
any entity liable for any of the Liabilities, or any collateral, until all
Liabilities are fully paid, even if all of the Liabilities are not covered by
this Guaranty. The Guarantor further agrees that if any payments to the Bank on
any of the Liabilities are in whole or in part invalidated, declared to be
fraudulent or preferential, set aside or required to be repaid to a trustee,
receiver or any other party under any bankruptcy act or code, state or federal
law, common law or equitable doctrine, this Guaranty and the Bank's interest in
any collateral remain in full force and effect (or are reinstated as the case
may be) until payment in full of those amounts. That payment is due on demand.

Waivers. The Guarantor waives any right it may have to receive notice of the
following matters before the Bank enforces any of its rights: (a) the Bank's
acceptance of this Guaranty, (b) any credit or other Liabilities that the Bank
extends to the Borrower, (c) the Borrower's default, (d) any demand, (e) any
action that the Bank takes regarding the Borrower, anyone else, any collateral,
or any of the Liabilities, which it might be entitled to by law or under any
other agreement. Any waiver shall affect only the specific terms and time period
stated in the waiver. The Bank may waive or delay enforcing any of its rights
without losing them. No modification or waiver of this Guaranty shall be
effective unless it is in writing and signed by the party against whom it is
being enforced.

Information. The Guarantor assumes responsibility for keeping itself informed of
the Borrower's financial condition and assets, and all other circumstances
bearing upon the risk of nonpayment of any of the Liabilities and the nature,
scope and extent of the Guarantor's risks under this Guaranty. The Bank has no
duty to advise the Guarantor of information known to it regarding those
circumstances or risks.

Representations by Guarantor. Each Guarantor represents: (a) that the execution
and delivery of this Guaranty and the performance of the obligations it imposes
do not violate any law, conflict with any agreement by which it is bound, or
require the consent or approval of any governmental authority or any third
party; (b) that this Guaranty is a valid and binding agreement, enforceable
according to its terms; and (c) that all balance sheets, profit and loss
statements, and other financial statements furnished to the Bank are accurate
and fairly reflect the financial condition of the organizations and persons to
which they apply on their effective dates, including contingent liabilities of
every type, which financial condition has not changed materially and adversely
since those dates. Each Guarantor, other than a natural person, further
represents: (a) that it is duly organized, existing and in good standing
pursuant to the laws under which it is organized; and (b) that the execution and
delivery of this Guaranty and the performance of the obligations it imposes (i)
are within its powers and have been duly authorized by all necessary action of
its governing body; and (ii) do not contravene the terms of its articles of
incorporation or organization, its by-laws, or any partnership, operating or
other agreement governing its affairs.





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Lending Installations. The Liabilities may be booked at any office, branch,
subsidiary or affiliate of the Bank, as selected by the Bank. All terms of this
Guaranty apply to and may be enforced by or on behalf of any such office,
branch, subsidiary or affiliate of the Bank. Without limiting the rights of the
Bank under applicable law, the Guarantor authorizes the Bank to apply any sums
standing to the credit of the Guarantor with any such office, branch, subsidiary
or affiliate of the Bank toward the payment of the Liabilities by the Guarantor
under this Guaranty, whether or not all or any part of the Liabilities is then
due.

Notices. Notice from one party to another relating to this Guaranty shall be
deemed effective if made in writing (including telecommunications) and delivered
to the recipient's address, telex number or facsimile number set forth under its
name by any of the following means: (a) hand delivery, (b) registered or
certified mail, postage prepaid, with return receipt requested, (c) first class
or express mail, postage prepaid, (d) Federal Express, Purolator Courier or like
overnight courier service or (e) facsimile, telex or other wire transmission
with request for assurance of receipt in a manner typical with respect to
communications of that type. Notice made in accordance with this section shall
be deemed delivered on receipt if delivered by hand or wire transmission, on the
third business day after mailing if mailed by first class, registered or
certified mail, or on the next business day after mailing or deposit with an
overnight courier service if delivered by express mail or overnight courier.
Notwithstanding the foregoing, notice of termination of this Guaranty shall be
deemed received only upon the receipt of actual written notice by the Bank in
accordance with the paragraph above labeled "Continued Reliance."

Law and Judicial Forum that Apply. This agreement is governed by Michigan law.
The Guarantor agrees that any legal action or proceeding against it with respect
to any of its obligations under this Guaranty may be brought in any court of the
State of Michigan or of the United States of America for the Eastern or Western
District of Michigan, as the Bank in its sole discretion may elect. By the
execution and delivery of this Guaranty, the Guarantor submits to and accepts,
with regard to any such action or proceeding, for itself and in respect of its
property, generally and unconditionally, the jurisdiction of those courts. The
Guarantor waives any claim that the State of Michigan is not a convenient forum
or the proper venue for any suit, action or proceeding.

Miscellaneous. The Guarantor's liability under this Guaranty is independent of
its liability under any other guaranty previously or subsequently executed by
the Guarantor or one of them, singularly or together with others, as to all or
any part of the Liabilities, and may be enforced for the full amount of this
Guaranty regardless of the Guarantor's liability under any other guaranty. This
Guaranty is binding on the Guarantor's heirs, successors and assigns, and will
operate to the benefit of the Bank and its successors and assigns. The use of
headings shall not limit the provisions of this Guaranty. All discussions and
documents arising between this Guaranty and the last guaranty signed by the
Guarantor as to the Borrower are merged into this Guaranty.

Information Sharing. The Bank may provide, without any limitation whatsoever,
any information or knowledge the Bank may have about the undersigned or any
matter relating to this Guaranty and any related documents to BANK ONE
CORPORATION, or any of its subsidiaries or affiliates or their successors, or to
any one or more purchasers or potential purchasers of this Guaranty or any
related documents, and the undersigned waives any right to privacy the
undersigned may have with respect to such matters. The Guarantor agrees that the
Bank may at any time sell, assign or transfer one or more interests or
participations in all or any part of its




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rights or obligations in this Guaranty to one or more purchasers whether or not
related to the Bank.

Waiver of Jury Trial. The Bank and the Guarantor knowingly and voluntarily waive
any right either of them have to a trial by jury in any proceeding (whether
sounding in contract or tort) which is in any way connected with this or any
related agreement, or the relationship established under them. This provision
may only be modified in a written instrument executed by the Bank and the
Guarantor.


Dated: July 12, 2001

Guarantor:

Address: VSI HOLDINGS, INC.

41000 Woodward Avenue By: ______________________________
Bloomfield Hills, Michigan 48304

Its: _______________________________



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