EXHIBIT 10.2
UNLIMITED GUARANTY
THIS UNLIMITED GUARANTY, dated as of December 26, 1997 by
XXXXX ELECTRONICS, INC., an Indiana corporation having its
principal place of business at 00000 Xxxxx Xxxx, Xxxxx Xxxx,
Xxxxxxx (the "Guarantor"), in favor of FLEET NATIONAL BANK, a
national banking association organized under the laws of the
United States having an office at Xxx Xxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000 ("Agent"), as Agent for itself and each of
the other Lenders who now are or hereafter become parties to the
hereinafter defined Loan Agreement. Capitalized terms used but
not otherwise defined herein shall have the meanings assigned
thereto in the Loan Agreement (as such term is defined below).
RECITALS
WHEREAS, Agent, the other Lenders, and PCD INC., a
Massachusetts corporation, having a principal place of business
at 0 Xxxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000-0000 ( the
"Principal Debtor") have this day entered into that certain Loan
Agreement (as the same may be amended from time to time, the
"Loan Agreement") pursuant to the terms of which the Lenders have
agreed to make Loans to Principal Debtor up to a maximum
aggregate principal amount of $90,000,000.00; and
WHEREAS, Principal Debtor owns 100% of the issued and
outstanding capital stock of the Guarantor and the Guarantor
deems it to the Guarantor's financial advantage and benefit to
execute this Guaranty.
NOW THEREFORE, in consideration of the foregoing and for
other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Guarantor agrees
as follows:
1. GUARANTY OF PAYMENT AND PERFORMANCE. The Guarantor
hereby guarantees to the Lenders and Agent the full and punctual
payment when due (whether at maturity, by acceleration or
otherwise) and the performance of all liabilities, agreements and
other obligations of Principal Debtor to the Lenders and/or
Agent, whether direct or indirect, absolute or contingent, due or
to become due, secured or unsecured, now existing or hereafter
arising or acquired (whether by way of discount, letter of
credit, lease, loan, overdraft or otherwise), (collectively, the
"Obligations"). This Unlimited Guaranty is an absolute,
unconditional and continuing guaranty of the full and punctual
payment and performance of the Obligations and not of their
collectibility only and is in no way conditioned upon any
requirement that the Lenders and/or Agent first attempt to
collect any of the Obligations from Principal Debtor or resort to
any security or other means of obtaining their payment. Should
Principal Debtor default in the payment or performance of any of
the Obligations, or in the event that Principal Debtor, any of
the Guarantors or any one or more of any other guarantors of any
of the Obligations shall (a) apply for or consent to the
appointment of a receiver, trustee or liquidator of its or any of
its or their property, (b) admit in writing its or their
inability to pay or fail generally to pay its or their debts as
they mature, (c) make a general assignment for the benefit of
creditors, (d) be adjudicated a bankrupt or (e) file a voluntary
petition in bankruptcy or a petition or an answer seeking
reorganization or an arrangement with creditors or to take
advantage of any bankruptcy, reorganization, arrangement,
insolvency, readjustment of debts, dissolution or liquidation
statute, or an answer admitting the material allegations of a
petition filed against it or any of them in a proceeding under
any such law (collectively, a "Bankruptcy Event"), the
obligations of the Guarantor hereunder shall become immediately
due and payable to the Agent and/or the Lenders, without demand
or notice of any nature, all of which are expressly waived by the
Guarantor. Payments by the Guarantor hereunder may be required
by Agent and/or the Lenders on any number of occasions.
2. GUARANTOR AGREEMENT TO PAY. The Guarantor further
agrees, as the principal obligor and not as a guarantor only, to
pay to Agent, for the benefit of the Lenders, on demand, all
costs and expenses (including court costs and reasonable legal
fees and expenses) incurred or expended by the Lenders and/or
Agent in connection with the Obligations, this Unlimited Guaranty
and the enforcement thereof, together with interest on amounts
recoverable under this Unlimited Guaranty from the time such
amounts become due until payment, at the rate per annum equal to
Effective Prime plus two percent (2%), provided that if such
interest exceeds the maximum amount permitted to be paid under
applicable law, then such interest shall be reduced to such
maximum permitted amount.
3. UNLIMITED GUARANTY. The liability of the Guarantor
hereunder shall be unlimited.
4. WAIVERS BY GUARANTOR; AGENT'S AND/OR LENDERS' FREEDOM TO
ACT. The Guarantor agrees that the Obligations shall be paid and
performed strictly in accordance with their respective terms
regardless of any law, regulation or order now or hereafter in
effect in any jurisdiction affecting any of such terms or the
rights of the Lenders and/or Agent with respect thereto. The
Guarantor waives presentment, demand, protest, notice of
acceptance, notice of Obligations incurred and all other notices
of any kind, all defenses which may be available by virtue of any
valuation, stay, moratorium law or other similar law now or
hereafter in effect, any right to require the marshaling of
assets of Principal Debtor, and all suretyship defenses
generally. Without limiting the generality of the foregoing, the
Guarantor agrees to the provisions of any instrument evidencing,
securing or otherwise executed in connection with any Obligation
and agrees that the obligations of the Guarantor hereunder shall
not be released or discharged, in whole or in part, or otherwise
affected by the following: (a) the failure of the Lenders and/or
Agent to assert any claim or demand or to enforce any right or
remedy against Principal Debtor; (b) any extensions or renewals
of any Obligation; (c) any rescissions, waivers, amendments or
modifications of any of the terms or provisions of any agreement
evidencing, securing or otherwise executed in connection with any
Obligation; (d) the substitution or release of any entity
primarily or secondarily liable for any Obligation; (e) the
adequacy of any rights the Lenders and/or Agent may have against
any collateral or other means of obtaining repayment of the
Obligations; (f) the impairment of any collateral securing the
Obligations, including without limitation the failure to perfect
or preserve any rights the Lenders and/or Agent might have in
such collateral or the substitution, exchange, surrender,
release, loss or destruction of any such collateral; or (g) any
other act or omission which might in any manner or to any extent
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vary the risk of the Guarantor or otherwise operate as a release
or discharge of the Guarantor, all of which may be done without
notice to the Guarantor.
5. UNENFORCEABILITY OF OBLIGATIONS, GAINS TO PRINCIPAL
DEBTOR. If for any reason Principal Debtor has no legal
existence or is under no legal obligation to discharge any of the
Obligations, or if any of the Obligations have become
irrecoverable from Principal Debtor by operation of law or for
any other reason, this Unlimited Guaranty shall nevertheless be
binding on the Guarantor to the same extent as if the Guarantor
at all times had been the principal obligor on all such
Obligations. In the event that acceleration of the time for
payment of the Obligations is stayed upon the occurrence of a
Bankruptcy Event, or for any other reason, all such amounts
otherwise subject to acceleration under the terms of any
agreement, document or instrument evidencing, securing or
otherwise executed in connection with any Obligation shall be
immediately due and payable by the Guarantor.
6. SUBROGATION AND SUBORDINATION. Until the payment and
performance in full of all Obligations and any and all
obligations of Principal Debtor to any affiliate of the Lenders
and/or Agent (and the expiration of any applicable preference
periods under the Federal Bankruptcy Code without there having
occurred any reorganization of Principal Debtor in connection
with a Bankruptcy Event), the Guarantor shall not exercise any
rights against Principal Debtor arising as a result of payment by
the Guarantor hereunder, by way of subrogation or otherwise, and
shall not prove any claim in competition with the Agent and/or
the Lenders or their respective affiliates in respect of any
payment hereunder in bankruptcy or insolvency proceedings of any
nature; the Guarantor shall not claim any set-off or counterclaim
against Principal Debtor in respect of any liability of the
Guarantor to Principal Debtor; and the Guarantor waives any
benefit of and any right to participate in any collateral which
may be held by the Lenders, Agent and/or any affiliate thereof.
The payment of any amounts due with respect to any indebtedness
of Principal Debtor now or hereafter held by the Guarantor is
hereby subordinated to the prior payment in full of the
Obligations and may be payable only in accordance with the Loan
Agreement. The Guarantor agrees that after the occurrence of any
default, including without limitation an Event of Default or a
Guaranty Event of Default (as such term is defined in Section 11
below), in the payment or performance of the Obligations, the
Guarantor shall not demand, xxx for or otherwise attempt to
collect any such indebtedness of Principal Debtor to the
Guarantor until the Obligations shall have been paid in full.
If, notwithstanding the foregoing sentence, the Guarantor shall
collect, enforce or receive any amounts in respect of such
indebtedness, such amounts shall be collected, enforced and
received by the Guarantor as trustee for Agent, and be paid over
to Agent for the benefit of the Lenders, on account of the
Obligations without affecting in any manner the liability of the
Guarantor under the other provisions of this Unlimited Guaranty.
In the event the Guarantor is or becomes an "insider" (as defined
from time to time in Section 101 of the Federal Bankruptcy Code)
with respect to Principal Debtor, any and all rights of the
Guarantor (a) of reimbursement, indemnification, and exoneration
against Principal Debtor, (b) of contribution against Principal
Debtor (if the Unlimited Guaranty is secured) and/or any other
guarantor and (c) of subrogation to the rights of the Lenders
and/or Agent or any similar rights under any of the Financing
Documents, whether such rights arise under an express or implied
contract or operation of law, are hereby expressly waived, it
being the intention of the parties hereto that the Guarantor
shall not be deemed a "creditor" (as defined in Section 101 of
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the Federal Bankruptcy Code) of Principal Debtor by reason of the
existence of this Unlimited Guaranty, this waiver being given to
induce the Agent and the Lenders to enter into the Loan
Agreement.
7. SECURITY; SET-OFF. The Guarantor grants to Agent, for
the benefit of the Lenders, as security for the full and punctual
payment and performance of the Guarantor's obligations hereunder,
a continuing lien on and security interest in all securities or
other property belonging to the Guarantor now or hereafter held
by Agent and in all deposits, general or special time or demand,
provisional or final and other sums credited by or due from the
Lenders and/or Agent to the Guarantor, regardless of the adequacy
of any collateral or their means of obtaining repayment of the
Obligations. Agent, for the benefit of the Lenders, is hereby
authorized at any time and from time to time after an Event of
Default or a Guaranty Event of Default has occurred and is
continuing, without notice to the Guarantor (any such notice
being expressly waived by the Guarantor and to the fullest extent
permitted by law), to set off and apply such deposits and other
sums against the obligations of the Guarantor under this
Unlimited Guaranty whether or not Agent has made any demand under
this Unlimited Guaranty and although such obligations may be
contingent or unmatured.
8. FINANCIAL RECORDS - INSPECTION. The Guarantor shall (a)
maintain or cause to be maintained full, complete, accurate and
adequate records and books of account; (b) permit Agent and its
duly authorized agents, attorneys and accountants to inspect,
examine and copy its records and books of account at all
reasonable times and, prior to the occurrence of an Event of
Default, prior notice; (c) provide to Agent within ninety (90)
days after each calendar or fiscal year end, as the case may be,
the Guarantor's financial statements certified by a firm of
independent certified public accountants selected by the
Guarantor and reasonably acceptable to Agent to be true and
correct, in such form and detail as may be reasonably requested
by Agent; and (d) promptly deliver to Agent such other
information with respect to the financial statements of the
Guarantor as Agent may from time to time reasonably require.
9. FURTHER ASSURANCES. The Guarantor agrees that it shall,
from time to time at the request of Agent, provide to Agent a
true, accurate and current financial statement in a form
reasonably requested by Agent, and shall provide such other
information relating to the business and affairs of the Guarantor
as Agent may reasonably request. The Guarantor covenants and
agrees with Agent that during such time as this Unlimited
Guaranty is in effect, the Guarantor shall not make or permit any
substantial diminution in its net worth and shall not sell,
mortgage or pledge any material portion of its real or personal
property (except transfers to Principal Debtor, mortgages and
pledges to Agent as security for this Unlimited Guaranty, except
for sales and mortgages which are not fraudulent conveyances
under applicable state law and except for sales and mortgages in
the ordinary course of Guarantor's business) without having first
obtained Agent's written consent therefor. In the event of any
breach of said covenants and agreements, all Obligations,
regardless of their terms, shall at Agent's election be deemed
for the purposes of this Unlimited Guaranty to have become
matured, and, at Agent's election, the Guarantor shall promptly
pay to Agent, for the benefit of the Lenders, the entire amount
of the Obligations, and Agent may take any action deemed
necessary or advisable to enforce this Unlimited Guaranty. The
Guarantor also agrees, upon demand after any change in the
condition of affairs (financial or otherwise) of the Guarantor
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deemed by Agent to be adverse and material, to secure the payment
and performance of its obligations hereunder by delivering,
assigning or transferring to Agent or granting Agent a security
interest in additional collateral of a value and character
satisfactory to Agent, and authorizes Agent to file any financing
statement deemed by Agent to be necessary or desirable to perfect
any security interest granted by the Guarantor to Agent, and as
agent for the Guarantor, to sign the name of the Guarantor
thereto. The Guarantor also agrees to do all such things and
execute all such documents, including financing statements, as
Agent may consider necessary or desirable to give full effect to
this Unlimited Guaranty and to perfect and preserve the rights
and powers of Agent hereunder.
10. TERMINATION. This Unlimited Guaranty shall remain in
full force and effect until the repayment and performance in full
of all of the Obligations (and the expiration of any applicable
preference periods under the Federal Bankruptcy Code without
there having occurred any Bankruptcy Event) and the expiration or
termination of any obligations of the Lenders and/or the Agent to
advance funds to Principal Debtor.
11. DEFAULTS. The occurrence of any one or more of the
following events shall constitute a "Guaranty Event of Default"
under the provisions of this Unlimited Guaranty (individually, a
"Guaranty Event of Default" and collectively, the "Guaranty
Events of Default"):
(a) The failure of the Guarantor to pay any of the
Obligations as and when due and payable in accordance with the
provisions of this Unlimited Guaranty.
(b) Any representation or warranty made in this
Unlimited Guaranty or in any report, statement, schedule,
certificate, opinion (including any opinion of counsel for the
Guarantor), financial statement or other document furnished in
connection with this Unlimited Guaranty, shall prove to have been
false or misleading when made (or, if applicable, when
reaffirmed) in any material respect.
(c) The failure of the Guarantor to perform, observe or
comply with any covenant, condition or agreement contained in
this Unlimited Guaranty, which default shall remain unremedied
for thirty 30) days after written notice thereof to the Guarantor
by Agent.
(d) A default shall occur under any of the other
Financing Documents and such default is not cured within any
applicable grace period provided therein.
(e) The Guarantor shall cause or suffer a Bankruptcy
Event to occur to the Guarantor.
(f) The Guarantor shall fail to cause the dismissal or
discharge of any Bankruptcy event brought against the Guarantor
within forty five (45) days of the origination of such Bankruptcy
Event.
(g) Unless adequately insured in the opinion of Agent,
the entry of a final judgment for the payment of money involving
more than $100,000 against the Guarantor, and the failure by the
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Guarantor to discharge the same, or cause it to be discharged,
within thirty (30) days from the date of the order, decree or
process under which or pursuant to which such judgment was
entered, or to secure a stay of execution pending appeal of such
judgment.
(h) If Agent in its sole discretion determines in good
faith that a material adverse change has occurred in the
financial condition of the Guarantor.
(i) The dissolution, liquidation or termination of
existence of the Guarantor, or the sale of assets of the
Guarantor out of the ordinary course of its business.
(j) If the Guarantor transfers any of the Guarantor's
material assets, and/or a material portion of its assets, without
Agent's prior written consent.
(k) Any execution or attachment shall be levied against
any collateral for this Unlimited Guaranty, or any part thereof,
and such execution or attachment shall not be set aside,
discharged or stayed within thirty (30) days after the same shall
have been levied.
12. NET WORTH REQUIREMENT. Notwithstanding any provision
contained in this Unlimited Guaranty or any security agreement,
mortgage or other agreement securing this Unlimited Guaranty
(collectively, the "Guaranty Documents") to the contrary, in the
event of any Bankruptcy Event involving either the Guarantor or
Principal Debtor or in the event of any challenge to the full
enforceability of all or any of the Guaranty Documents or the
Financing Documents by any creditor of the Guarantor or Principal
Debtor, respectively, or a trustee, receiver or debtor-in-
possession of, for or in respect of the Guarantor or Principal
Debtor, respectively, the liability of the Guarantor under the
Guaranty Documents shall be limited to the lesser of the
following amounts minus, in either case, One Dollar ($1):
(a) the lowest amount which would render Guarantor's
undertakings under the Guaranty Documents a fraudulent conveyance
under the laws of The Commonwealth of Massachusetts or other
similar or analogous law or statute of the state having
jurisdiction over the subject matter; or
(b) the lowest amount which would render Guarantor's
undertakings under the Guaranty Documents a fraudulent transfer
under Section 548 of the Bankruptcy Code of 1978, as amended.
This provision shall control every other provision of the
Guaranty Documents except, however, this provision shall not be
construed to prohibit a valuation of the assets securing this
Unlimited Guaranty for an amount exceeding (i) or (ii) above,
minus One Dollar ($1), at a date subsequent to the date hereof,
with the amount of this Unlimited Guaranty under such
circumstances to increase with the value of such assets. In no
event shall this Section 12 be construed to increase Guarantor's
liability beyond the liability set forth in Sections 1 and 2
hereof.
13. SUCCESSORS AND ASSIGNS. This Unlimited Guaranty shall
be binding upon the Guarantor, its successors and assigns, and
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shall inure to the benefit of and be enforceable by Agent, its
successors, transferees and assigns. Without limiting the
generality of the foregoing sentence, the Lenders and/or Agent or
any of them may assign or otherwise transfer any agreement or any
note held by them evidencing, securing or otherwise executed in
connection with the Obligations, or sell participations in any
interest therein, to any other person or entity, and such other
person or entity shall thereupon become vested, to the extent set
forth in the agreement evidencing such assignment, transfer or
participation, with all the rights in respect thereof granted to
selling party herein.
14. NEGATIVE COVENANTS OF THE GUARANTOR. Except where any
of the following could have a Material Adverse Effect or except
as otherwise permitted under the Loan Agreement, the Guarantor
shall not (i) amend its articles of organization or by-laws or
change its officers or directors, (ii) issue any additional
capital stock or other securities of the Guarantor or grant
warrants, options or rights to purchase or acquire any capital
stock of other securities of the Guarantor or change in any
manner the equity ownership of the Guarantor, or (iii) merge or
consolidate with any other corporation or acquire all or
substantially all of the stock, business or assets of any other
Person of sell, assign or transfer substantially all of the
Guarantor's assets to any Person, or enter into any agreement to
take any of the actions described in clauses (i) through (iii)
above. The Guarantor shall not create, incur, assume or suffer to
exist any Lien of any nature, upon or with respect to any of its
properties, now owned or hereafter acquired, or assign as
collateral or otherwise convey as collateral, any right to
receive income, except that the foregoing restrictions shall not
apply to any Liens (i) reflected as Permitted Encumbrances as of
the date hereof, (ii) for the security interests granted or to be
granted to Agent under the Loan Agreement dated December 26,
1997, (iii) for liens for current taxes not yet delinquent, (iv)
imposed by law and incurred in the ordinary course of business
for obligations not past due to carriers, warehousemen, laborers,
materialmen and the like, (v) in respect of pledges for deposits
under workers' compensation laws or similar legislation or (vi)
for minor defects in title, none of which, individually or in the
aggregate, materially interferes with the use of such property,
the Guarantor has good and marketable title to its property and
assets free and clear of all mortgages, liens, claims, and
encumbrances. With respect to the property and assets it leases,
the Guarantor is in compliance with such leases and holds a valid
leasehold interest free of any liens, claims, or encumbrances,
subject to clauses (i)-(vi) above.
15. AMENDMENTS AND WAIVERS. No amendment or waiver of any
provision of this Unlimited Guaranty nor consent to any departure
by the Guarantor therefrom shall be effective unless the same
shall be in writing and signed by Agent. No failure on the part
of Agent to exercise, and no delay in exercising, any right
hereunder shall operate as a waiver thereof; nor shall any single
or partial exercise of any right hereunder preclude any other or
further exercise thereof or the exercise of any other right.
16. NOTICES. Any notice or other communication required or
permitted hereunder will be in writing and will be given (i) by
delivery in person, (ii) by certified mail, return receipt
requested, (iii) by commercial overnight courier, or (iv) by
facsimile transmission (telecopy) (with telephone confirmation of
receipt), as follows:
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(a) If to the Agent and a Lender, to -
Fleet National Bank
Xxx Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxxxx X. Xxxxxx, Senior Vice President
Telecopy: (000) 000-0000
with a copy to -
Xxxxxxxx, Xxxxx & Xxxxxx
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
Attn: Xxxxxxx Xxxxxx III, Esq.
Telecopy: (000) 000-0000
(b) If to the Guarantor, to -
Xxxxx Electronics, Inc.
00000 Xxxxx Xxxx
Xxxxx Xxxx, Xxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxx, President
Telecopy:
with a copy to -
Hill & Xxxxxx
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
Attn: Xxxxxx X. Xxxxxxx, Esq.
Telecopy: (000) 000-0000
Any such notice or other communication will be considered to have
been given (i) on the date of delivery in person, (ii) on the
fifth day after mailing by certified mail, provided that receipt
of delivery is confirmed in writing, (iii) on the first Business
Day following delivery to a commercial overnight courier, or (iv)
on the day of facsimile transmission (telecopy) provided that the
giver of the notice obtains telephone confirmation of receipt.
17. GOVERNING LAW; CONSENT TO JURISDICTION. This Unlimited
Guaranty is intended to take effect as a sealed instrument and
shall be governed by, and construed in accordance with, the laws
of The Commonwealth of Massachusetts. The Guarantor agrees that
any suit for the enforcement of this Unlimited Guaranty may be
brought in the courts of The Commonwealth of Massachusetts or any
Federal Court sitting therein and consents to the non-exclusive
jurisdiction of such court and to service of process in any such
suit being made upon the Guarantor by mail at the address
specified in Section 16 hereof. The Guarantor hereby waives any
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objection that it may now or hereafter have to the venue of any
such suit or any such court or that such suit was brought in an
inconvenient court. EACH OF AGENT AND THE GUARANTOR HEREBY
WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR
CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS
GUARANTY, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE
OF SUCH RIGHTS AND OBLIGATIONS. EXCEPT AS PROHIBITED BY LAW,
AGENT AND THE GUARANTOR EACH HEREBY WAIVES ANY RIGHT WHICH IT MAY
HAVE TO CLAIM OR RECOVER IN ANY LITIGATION REFERRED TO IN THE
PRECEDING SENTENCE ANY SPECIAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION
TO, ACTUAL DAMAGES. AGENT AND THE GUARANTOR EACH (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS
AND (B) ACKNOWLEDGES THAT SUCH PARTY HAS BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE WAIVERS AND
CERTIFICATIONS CONTAINED HEREIN.
18. MISCELLANEOUS. This Unlimited Guaranty constitutes the
entire agreement of the Guarantor with respect to the matters set
forth herein. The rights and remedies herein provided are
cumulative and not exclusive of any remedies provided by law or
any other agreement, and this Unlimited Guaranty shall be in
addition to any other guaranty of the Obligations. The
invalidity or unenforceability of any one or more sections of
this Unlimited Guaranty shall not affect the validity or
enforceability of its remaining provisions. Captions are for the
ease of reference only and shall not affect the meaning of the
relevant provisions. The meanings of all defined terms used in
this Unlimited Guaranty shall be equally applicable to the
singular and plural forms of the terms defined.
[SIGNATURES APPEAR ON NEXT PAGE]
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IN WITNESS WHEREOF, the Guarantor has caused this Unlimited
Guaranty to be executed and delivered as of the date appearing on
page one.
XXXXX ELECTRONICS, INC.
By: /s/ Xxxx X. Xxxxxxxxx
-------------------------
Xxxx X. Xxxxxxxxx
Treasurer
