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 rights 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:____________________________
Pulse Microsystems, Ltd.
By: ___________________________
Approved & Accepted
The Chase Manhattan Bank
By: _________________________________
Xxxxxxxxxxx X. Xxxxxxxxxx, V.P.
