JOINDER BY GUARANTORS
The undersigned hereby join in this Agreement in order to induce the Bank to
amend the Loan and hereby:
(i) acknowledge the continuing validity of their guaranty to the Bank
dated as of October 27, 1994 and represent, warrant and confirm the
non-existence of any offsets, defenses or counterclaims to his
obligations thereunder, and waives their right to assert any set-off,
counterclaim or crossclaim of any nature whatsoever in any litigation
relating to this Agreement, the other Loan Documents, said guaranty or
otherwise with respect to the Loan (provided, however that the
foregoing shall not be deemed a waiver of the right of the undersigned
to assert any compulsory counterclaim maintained in a court of the
United States, or of the State of New York if such counterclaim is
compelled under local law or rule of procedure, nor shall the
foregoing be deemed a waiver of the right of the undersigned to assert
any claim which would constitute a defense, setoff, counterclaim or
crossclaim of any nature whatsoever against the Bank in any separate
action or proceeding);
(ii) reacknowledge and reaffirm all of the terms and obligations contained
in said guaranty, which shall remain in full force and effect for all
the obligations of Xxxxxx International Corp. now or hereafter owing
to the Bank pursuant to the terms and conditions of the Loan Documents
as amended by this Agreement and acknowledge, agree, represent and
warrant that no oral or other agreements, understandings,
representations or warranties exist with respect to said guaranty or
with respect to the obligations of the undersigned thereunder, except
those specifically set forth in this Joinder;
(iii)represent, warrant and confirm that no material adverse change has
occurred in the financial status of the undersigned since the making
of the Loan, that there are no judgments against the undersigned in
any of the courts of the United States and that there is no
litigation, active, pending or threatened, against the undersigned
which might adversely affect the ability of the undersigned to pay
when due any amount which may become payable in respect of said
guaranty;
(iv) acknowledge and agree that they have entered into and delivered this
Joinder of their own free will, voluntarily and without coercion or
duress of any kind, and have been represented in connection herewith
by counsel of their choice and are fully aware of the terms contained
in this Joinder; and
(v) irrevocably and unconditionally waives and the Bank, by its
acknowledgement and agreement to this Agreement, irrevocably and
unconditionally waives, any and all right to trial by jury in any
action, suit or counterclaim arising in connection with, out of or
otherwise relating to this Joinder, the Agreement, said guaranty, and
every other Loan Document heretofore, now or hereafter executed and/or
delivered in connection therewith, the Loan or in any way related to
this transaction or otherwise with respect to the Mortgaged Property.
HAPL Leasing Co., Inc.
By: /s/ Xxxxxxx X. Xxxxxx
--------------------
Xxxxxxx X. Xxxxxx
VP of Finance and Chief
Financial Officer
Pulse Microsystems, Ltd.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------
Xxxxxxx X. Xxxxxx
VP of Finance and Chief
Financial Officer
Approved & Accepted
The Chase Manhattan Bank
By: /s/ Xxxxxxxxxxx X. Xxxxxxxxx
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Xxxxxxxxxxx X. Xxxxxxxxx, V.P.
