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Exhibit 10.40
GUARANTY AND SURETY AGREEMENT
by
SIGMATRON INTERNATIONAL, INC., (the "Guarantor")
Chief Executive Office and Mailing Address:
0000 Xxxxxxxxx Xxxx
Xxx Xxxxx Xxxxxxx, Xxxxxxxx 00000
in favor of
HSBC BUSINESS LOANS, INC. (the "Secured Party")
Mailing Address:
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Dated as of January 30, 1998
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GUARANTY AND SURETY AGREEMENT
This GUARANTY AND SURETY AGREEMENT (the "Guaranty") is made as of
January 30, 1998, by the Guarantor in favor of the Secured Party.
BACKGROUND
A. SMT Unlimited L.P. (the "Debtor") and the Secured Party, as the
assignee of Marine Midland Bank and Marine Midland Business Loans, Inc., are
currently parties to a Loan and Security Agreement, dated as of June 19, 1995
(such agreement, together with any amendments or modifications to it from time
to time, shall be referred to herein as the "Loan Agreement").
B. Pursuant to an amendment to the Loan Agreement being entered into
substantially concurrently herewith, the Secured Party has agreed to continue
to extend credit to the Debtor, waive certain covenant defaults, and revise
certain financial covenants conditioned upon the Guarantor's agreement to
execute and deliver this Guaranty to the Secured Party.
C. The Guarantor has independently determined that execution, delivery,
and performance of this Guaranty will directly benefit it and are within the
corporate purposes and best interests of the Guarantor.
NOW, THEREFORE, in consideration of these background recitals, and for
other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, and intending to be legally bound hereby, the
Guarantor and the Secured Party agree as follows:
SECTION 1. REFERENCE TO LOAN AGREEMENT.
(A) Reference is hereby made to the Loan Agreement for a statement of the
terms and conditions thereof.
(B) All capitalized terms utilized in this Guaranty which are defined in
the Loan Agreement and not otherwise defined herein shall have the meanings
assigned to them in the Loan Agreement.
SECTION 2. GUARANTY OF PAYMENT AND PERFORMANCE; INDEMNIFICATION.
(A) The Guarantor hereby irrevocably, absolutely, and unconditionally
guarantees and becomes surety for the full and prompt payment to the Secured
Party when due, whether by acceleration or otherwise, of any and all
indebtedness of the Debtor to the Secured Party, including, without
limitation, all extensions, renewals, and replacements of such indebtedness:
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(i) whether such indebtedness is for principal, interest, fees, costs,
expenses, or otherwise;
(ii) whether such indebtedness exists now or is hereafter incurred;
(iii) whether such indebtedness arises from the Loan Agreement, the
Transaction Documents, or otherwise;
(iv) whether such indebtedness is direct, indirect, related, unrelated,
similar, dissimilar, primary, absolute, secondary, contingent, secured,
unsecured, matured, or unmatured;
(v) whether such indebtedness is from time to time reduced and
thereafter increased or entirely extinguished and thereafter reincurred;
(vi) whether such indebtedness is contracted for with the Secured Party
or with another party or parties and acquired by the Secured Party;
(vii) whether such indebtedness is contracted for by the Debtor alone
or jointly or severally with another or others; and
(viii) whether such indebtedness is incurred by the Debtor prior to,
during, or after any filing by the Debtor or against the Debtor of any
petition or request for liquidation, reorganization, arrangement,
adjudication as a bankrupt, relief as a debtor, or other relief under
bankruptcy, insolvency, or similar laws now or hereafter in effect in the
United States of America or any state or territory thereof or any foreign
jurisdiction, and notwithstanding the Debtor's legal status as a debtor or
a debtor-in-possession or the Debtor's discharge in any such proceeding.
(B) The Guarantor hereby irrevocably, absolutely and unconditionally
guarantees and becomes surety for the due, full, prompt, and unconditional
performance of all present and future obligations and agreements of every kind
of the Debtor to or with the Secured Party. The indebtedness, obligations, and
agreements enumerated in Sections 2(A) and 2(B) of this Guaranty shall be
collectively referred to herein as the "Obligations".
(C) The Guarantor hereby acknowledges and agrees that:
(i) although applicable bankruptcy or insolvency laws may relieve all
or part of the Debtor's obligations for interest, default interest, fees,
costs, or expenses under the Transaction Documents or otherwise, the
Guarantor shall continue to be liable for such obligations as if
bankruptcy or insolvency of the Debtor had not occurred;
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(ii) the Obligations of the Guarantor under this Guaranty may exceed
allowable obligations of the Debtor to the Secured Party under such
bankruptcy and insolvency laws; and
(iii) to this extent, the Guarantor's liability to the Secured Party
hereunder may not be co-extensive with the Debtor's liability to the
Secured Party under the Transaction Documents or otherwise.
SECTION 3. NATURE OF GUARANTY; TERMINATION.
(A) This Guaranty is a continuing guaranty of the Obligations
(irrespective of the aggregate amount thereof and whether or not the
Obligations from time to time exceed the amount of this Guaranty if this
Guaranty is limited pursuant to Section 10 hereof), independent of and in
addition to any other guaranty, endorsement, surety agreement, collateral, or
other agreement held by the Secured Party for the Obligations or any part
thereof, whether executed or granted by the Guarantor or otherwise. The
liability of the Guarantor hereunder shall be absolute and unconditional
irrespective of, and the Guarantor waives any defense which may otherwise act
as a result of, any of the following:
(i) any lack of validity or enforceability of any Transaction Document
or any other document, agreement, or writing creating or evidencing any of
the Obligations, including, without limitation, the lack of validity or
enforceability of all or any portion of any liens or security interests
securing all or any part of the Obligations;
(ii) any non-perfection of any lien on or security interest in the
Collateral or any collateral securing all or any part of the Obligations
or this Guaranty or any failure by the Secured Party to protect, preserve,
or insure the Collateral or any collateral securing all or any part of the
Obligations or this Guaranty; or
(iii) any event or circumstance which might operate under applicable
law to discharge the liability of the Guarantor hereunder or might
otherwise constitute or give rise to a defense available to the Debtor,
the Guarantor, or any other guarantor of any of the Obligations.
(B) This Guaranty is a guaranty of payment, not of collection.
(C) This Guaranty shall remain in full force and effect until all of the
Obligations and other fees, costs, and expenses payable by the Guarantor
pursuant to Section 4 hereof have been paid or performed in full and the
Secured Party has no further obligation or commitment to the Debtor to advance
funds under the Loan Agreement or otherwise. This Guaranty shall continue to be
effective or shall be reinstated, as the case may be, if at any time any
payment of any of the Obligations is rescinded, voided, or rendered void or
voidable as a preferential transfer, impermissible set-off, or fraudulent
conveyance or must
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otherwise be returned or disgorged by the Secured Party, as if such rescinded,
avoided, voided, or voidable payment had not been made.
SECTION 4. COSTS AND EXPENSES.
(A) The Guarantor agrees to pay on demand all fees, costs, and expenses
of every kind incurred by the Secured Party for any purpose arising from,
relating to, or in connection with the Obligations, the Debtor, or this
Guaranty, including, without limitation, fees, costs, and expenses incurred by
the Secured Party in enforcing this Guaranty, in collecting any Obligations
from the Debtor or the Guarantor, or in realizing upon or protecting the
Collateral or any collateral securing all or any part of the Obligations or
this Guaranty.
(B) The Guarantor specifically acknowledges and agrees that the fees,
costs, and expenses described in the preceding subsection include, without
limitation, actual attorneys' fees and expenses incurred by the Secured Party
in retaining counsel for any purpose arising from, relating to, or in
connection with the Obligations, the Debtor, or this Guaranty, including,
without limitation, attorneys' fees and expenses incurred by the Secured Party
in retaining counsel for advice, suit, or appeal, or for any bankruptcy,
insolvency, or similar proceeding under the Federal Bankruptcy Code or
otherwise.
SECTION 5. WAIVERS OF THE GUARANTOR.
(A) The Guarantor hereby agrees that the Guarantor shall not have, and
hereby expressly waives forever:
(i) any right to require promptness and diligence on the part of the
Secured Party;
(ii) any right to receive notices, including, without limitation,
notice of the acceptance of this Guaranty or of the incurrence of any
Obligation by the Debtor, notice of any action taken by the Secured Party
or the Debtor pursuant to any document, agreement, or writing relating to
the Obligations, notice of any Event of Default, notice of Secured Party's
intent to accelerate the Indebtedness or any part thereof, notice of such
acceleration, or notice of the intended disposition of the Collateral or
any collateral securing all or any part of the Obligations or this
Guaranty;
(iii) any right to contest any of the procedures or actions taken by
the Secured Party with respect to the Collateral or any collateral
securing all or any part of the Obligations or this Guaranty, pursuant to
Section 9-504(3) of the Uniform Commercial Code or otherwise; and
(iv) any right to require the Secured Party to advise the Guarantor of
any information known to the Secured Party regarding the financial or
other
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condition of the Debtor, the Guarantor acknowledging that the Guarantor
is responsible for being and keeping informed regarding such condition.
(B) The Guarantor hereby agrees that the Guarantor shall not have, and
hereby expressly waives, until after all of the Obligations and any other
obligations of the Guarantor under Section 4 hereof have been irrevocably
satisfied, any right to subrogation, indemnification, or contribution and any
other right to payment from or reimbursement by the Debtor, in connection with
or as a consequence of any payment made by the Guarantor hereunder, any right
to enforce any right or remedy which the Secured Party has or may hereafter
have against the Debtor and any benefit of, and any right to participate in,
the Collateral or any collateral securing all or any part of the Obligations
or any payment made to the Secured Party or collection by the Secured Party
from the Debtor. If the Guarantor shall receive any amount or payment arising
from, relating to, or in connection with such subrogation, indemnification, or
contribution rights at any time when any of the Obligations or any other
obligations of the Guarantor hereunder remain unpaid, all such amounts or
payments shall be held in trust for the benefit of the Secured Party, shall be
segregated from any other funds of the Guarantor, and shall immediately be
delivered to the Secured Party to be applied by the Secured Party against the
Obligations or such other obligations, in the sole discretion of the Secured
Party.
SECTION 6. PAYMENT OF THE OBLIGATIONS.
If any Obligation is not paid punctually when due, subject to any
applicable grace period, including, without limitation, any Obligation due by
acceleration of the maturity thereof, the Guarantor shall immediately pay such
Obligation or cause such Obligation to be paid in full:
(A) without deduction for any set-off, recoupment, defense, or
counterclaim;
(B) without requiring and notwithstanding the lack of protest or
notice of nonpayment or default to the Guarantor, the Debtor, or any other
person;
(C) without demand for payment or proof of such demand; and
(D) without requiring and without any obligation on the part of the
Secured Party to resort first to the Debtor, to the Collateral, or to any
collateral securing all or any part of the Obligations or this Guaranty,
or to any other guaranty or endorsement which the Secured Party may hold
as security for payment of the Obligations.
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SECTION 7. RIGHTS AND REMEDIES OF THE SECURED PARTY.
(A) The Guarantor acknowledges and agrees that the Secured Party may,
without the consent of, notice or demand to, or reservation of rights against
the Guarantor, and without affecting the Guarantor's obligations hereunder,
from time to time:
(i) renew, extend, increase, accelerate, or otherwise change the time
for payment of, the terms of, or the rate of interest applicable to the
Obligations or any part thereof;
(ii) accept and hold collateral securing payment of the Obligations, or
any part thereof, and exchange, enforce, or release the Collateral, such
collateral, or any part thereof;
(iii) accept and hold any endorsement or guaranty of payment of the
Obligations or any part thereof, and partially or fully discharge,
release, or substitute the obligations of any such endorser or guarantor,
or any person or entity who has pledged any collateral as security for
payment of the Obligations, or waive any rights or remedies with respect
to any thereof;
(iv) partially or fully discharge or release, or waive any rights or
remedies with respect to, the Debtor;
(v) dispose of the Collateral or any collateral securing all or any
part of the Obligations or this Guaranty in any manner or order as the
Secured Party, in its sole discretion, deems appropriate; and
(vi) determine the manner, amount, and time of application of payments
and credits to be made on all or any part of the Obligations (whether for
principal, interest, fees, costs, expenses, or otherwise), and, if this
Guaranty is limited in amount pursuant to Section 10 hereof, apply such
payments and credits first to reduce Obligations exceeding the amount of
this Guaranty.
(B) Upon the occurrence of any Event of Default, the Secured Party may,
at any time and from time to time without prior notice to the Guarantor,
set-off and apply any and all deposits (general or special, time or demand,
provisional or final) held and other indebtedness owing by the Secured Party to
or for the credit of the Guarantor against the Obligations, irrespective of
whether the Secured Party shall have made any demand under this Guaranty. The
Secured Party agrees to notify the Guarantor after any such set-off and
application, provided that failure to give such notice to the Guarantor shall
not affect the validity of such set-off and application.
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SECTION 8. REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR.
The Guarantor hereby represents and warrants as follows:
(A) The Guarantor is duly organized and existing in good standing under
the laws of the state of its incorporation and is duly licensed or qualified to
do business and is in good standing in every state in which the nature of its
business or ownership of its property requires such licensing or qualification.
(B) The execution, delivery, and performance of this Guaranty is within
the Guarantor's corporate powers, have been duly authorized by all necessary
and appropriate corporate and shareholder action, and are not in contravention
of any law or the terms of the Guarantor's articles or certificate of
incorporation or by-laws or any amendment thereto, or of any indenture,
agreement, undertaking, or other document to which the Guarantor is a party or
by which the Guarantor or any of the Guarantor's property is bound or
affected.
(C) No consent, license, approval, or authorization of, or registration,
declaration, or filing with, any court, governmental body, authority, or other
person or entity is required in connection with the valid execution, delivery,
or performance of this Guaranty other than filings and recordings in
connection with this Guaranty.
(D) This Guaranty constitutes the legal, valid, and binding obligation of
the Guarantor, enforceable in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy or insolvency laws and
laws affecting creditors' rights generally.
(E) Except as disclosed in writing by the Guarantor to the Secured Party,
there are no actions, suits, proceedings, or investigations pending or, to the
knowledge of the Guarantor, threatened against the Guarantor or any basis
therefor which, if adversely determined, would, in any case or in the
aggregate, materially adversely affect the property, assets, or financial
condition of the Guarantor.
(F) The Guarantor is and during the term of this Guaranty will be at all
times Solvent (as hereinafter defined), both before and after giving effect to
the transactions contemplated by this Guaranty. "Solvent" means, with respect
to the Guarantor on a particular determination date, that on such date:
(i) the fair value of the property of the Guarantor is greater than
the total amount of debts and other liabilities, including, without
limitation, contingent and unliquidated liabilities of the Guarantor, and
the liabilities of the Guarantor under this Guaranty;
(ii) the present fair salable value of the assets of the Guarantor is
greater than the amount that will be required to pay the probable
liability of the Guarantor on its existing debts and other liabilities as
they become absolute and
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matured, including, without limitation, the liabilities of the Guarantor
under this Guaranty;
(iii) the Guarantor is able to realize upon its assets and pay its
debts and other liabilities, contingent obligations, and other commitments
as they mature in the normal course of business, including, without
limitation, the liabilities of the Guarantor under this Guaranty;
(iv) the Guarantor does not intend to, and does not believe that it
will, incur debts or other liabilities beyond the Guarantor's ability to
pay as such debts and other liabilities mature or become due, including,
without limitation, the liabilities of the Guarantor under this Guaranty;
and
(v) the Guarantor is not engaged in a business or a transaction, and
is not about to engage in a business or a transaction, including, without
limitation, the transactions contemplated by this Guaranty, for which the
Guarantor's property would constitute unreasonably small capital.
(G) The Guarantor has filed all federal, state, and local tax returns
required to be filed or has obtained valid extensions of the dates upon which
such returns are required to be filed, and has paid all taxes shown on such
returns to be due.
(H) No representation, warranty, or statement by the Guarantor contained
herein or in any certificate, financial statement, or other document furnished
by the Guarantor pursuant hereto or in connection herewith fails to contain any
statement of material fact necessary to make such representation or warranty
not misleading in light of the circumstances under which it is made. There is
no fact which the Guarantor knows or should know and has not disclosed to the
Secured Party which does or may materially or adversely affect the Guarantor,
the Debtor, or either of their respective operations.
SECTION 9. FINANCIAL STATEMENTS.
The Guarantor shall furnish to the Secured Party:
(A) within ninety (90) days after the end of each fiscal year, audited
consolidated and consolidating financial statements of the Guarantor as of the
end of such year, prepared by accountants satisfactory to the Secured Party,
fairly presenting the Guarantor's financial position, which statements shall
consist of a balance sheet and related statements of income, retained earnings,
cash flow, and a statement of changes in financial position covering the period
of the Guarantor's immediately preceding fiscal year;
(B) within twenty (20) days after the end of each month (except in the
case of each month ending on the last day of a fiscal quarter, in which case the
financial statements called for hereby shall be due within forty five (45) days
after the end of each such month), consolidated and consolidating financial
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statements of the Guarantor as of the end of such month fairly presenting
the Guarantor's financial position, which statements shall consist of a
balance sheet and related statements of income, retained earnings, cash
flow, and a statement of changes in financial position covering the period
from the end of the immediately preceding fiscal year to the end of such
month, all in such detail as the Secured Party may request and certified to
be correct by the president or chief financial officer of the Guarantor or
other financial officer satisfactory to the Secured Party; and
(C) promptly after their preparation, copies of any and all proxy
statements, financial statements, and reports which the Guarantor sends to
its shareholders, and copies of any and all periodic and special reports
and registration statements which the Guarantor files with the Securities
and Exchange Commission.
SECTION 10. LIMITED AMOUNT OF GUARANTY ID.
(A) This Guaranty is unlimited in amount unless an amount is inserted in
the space at the end of this section. Only if an amount is so inserted, then the
Obligations shall be deemed to be limited to that amount (hereinafter referred
to as the "Limited Amount"), plus the sum of:
(i) all unpaid interest which accrues on the Limited Amount until
payment of the Limited Amount in full, calculated at the rate of interest
applicable to the Indebtedness, as provided in the Loan Agreement; and
(ii) all fees, costs, and expenses payable pursuant to Section 4 of
this Guaranty.
(B) The Limited Amount equals $500,000. [PARTIES MUST INITIAL]
on behalf of Guarantor /s/ GRF
---------
on behalf of Secured Party /s/ MJO'C
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SECTION 11. CONDITIONS TO RELEASE OF GUARANTY.
Upon the written request of the Guarantor made upon the Secured Party
within 120 days after the last day of the Debtor's most recently completed
fiscal year (commencing with the fiscal year ending April 30, 1998), the
Secured Party agrees to release this Guaranty provided that at the time of the
requested release and immediately after giving effect thereto the following
conditions precedent shall have been satisfied to the Security Party's
reasonable satisfaction (i) the Debtor's net profit after partnership
distributions in respect of income taxes for the most recently completed fiscal
year (commencing with the fiscal year ending April 30, 1998) is equal to or
greater than $500,000, (ii) the Debtor's cash flow (defined herein to mean the
Debtor's net income before interest expense and partnership
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distributions in respect of income taxes) for the most recently completed
fiscal year (commencing with the fiscal year ending April 30, 1998) is greater
than the aggregate amount of current maturities of the Debtor's long-term debt
outstanding as of the last day of such fiscal year, and (iii) no Event of
Default, or event which with the lapse of time or the giving of notice, or
both, would constitute an Event of Default, exists.
SECTION 12. NOTICES.
Any notices and other communications provided for hereunder shall be made
by telegram, telex, electronic transmitter, overnight air courier, or certified
or registered mail, return receipt requested, and shall be deemed to be received
by the party to whom sent one (1) Business Day after sending, if sent by
telegram, telex, electronic transmitter, or overnight air courier, and three
(3) Business Days after mailing, if sent by certified or registered mail. All
such notices and other communications to a party shall be addressed to such
party at the address set forth on the cover page hereof or to such other
address as such party may designate for itself in a notice to the other party
given in accordance with this section.
SECTION 13. MISCELLANEOUS.
(A) The Guarantor will make each payment hereunder in lawful money of the
United States of America and in immediately available funds to the Secured
Party at its address as reflected on the cover page hereof.
(B) No modification, recission, waiver, release, or amendment of any
provision of this Guaranty shall be made, except by a written agreement signed
by the Guarantor and a duly authorized officer of the Secured Party.
(C) "Debtor" and "Guarantor" as used in this Guaranty shall include,
respectively:
(i) any successor, individual, association, partnership, or
corporation to which all or a substantial part of the business or assets
of the Debtor or the Guarantor shall have been transferred; and
(ii) any other corporation into which the Guarantor or the Debtor
(if the Guarantor is a corporation) shall have been merged, consolidated,
reorganized, or absorbed, except that the Guarantor shall not have the
right to assign its obligations hereunder or any interest herein.
(D) "Secured Party" shall include the successors and assigns of the Secured
Party.
(E) The rights and benefits of the Secured Party hereunder shall, if the
Secured Party so agrees, inure to any party acquiring any interest in the
Indebtedness or the Obligations, or any part thereof.
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(F) No course of dealing between the Debtor or the Guarantor and the
Secured Party, and no delay or omission by the Secured Party in exercising any
right or remedy hereunder or with respect to the Obligations shall operate as a
waiver thereof or of any other right or remedy, and no single or partial
exercise thereof shall preclude any other or further exercise thereof or the
exercise of any other right or remedy. All rights and remedies of the Secured
Party are cumulative.
(G) From time to time, the Guarantor shall take such action and execute
and deliver to the Secured Party such additional documents, instruments,
certificates, and agreements as the Secured Party may reasonably request to
effectuate the purposes of this Guaranty.
(H) Section headings used in this Guaranty are for convenience only and
shall not affect the construction of this Guaranty.
(I) The provisions of this Guaranty are independent of and separable from
each other, and no such provision shall be affected or rendered invalid or
unenforceable by virtue of the fact that for any reason any other such
provision may be invalid or unenforceable in whole or in part. If any provision
of this Guaranty is prohibited or unenforceable in any jurisdiction, such
provision shall be ineffective in such jurisdiction only to the extent of such
prohibition or unenforceability, and such prohibition or unenforceability shall
not invalidate the balance of such provision to the extent it is not prohibited
or unenforceable nor render prohibited or unenforceable such provision in any
other jurisdiction.
(J) THIS GUARANTY AND THE TRANSACTIONS EVIDENCED HEREBY SHALL BE GOVERNED
BY AND CONSTRUED UNDER THE INTERNAL LAWS OF THE STATE OF ILLINOIS, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAWS, AS THE SAME MAY FROM TIME TO TIME
BE IN EFFECT, INCLUDING, WITHOUT LIMITATION, THE UNIFORM COMMERCIAL CODE AS IN
EFFECT IN SUCH STATE.
(K) THE GUARANTOR AND THE SECURED PARTY AGREE THAT ANY ACTION OR
PROCEEDING TO ENFORCE OR ARISING OUT OF THIS GUARANTY MAY BE COMMENCED IN ANY
COURT OF THE STATE OF ILLINOIS IN XXXX COUNTY, OR IN XXX XXXXXXXX XXXXX XX XXX
XXXXXX XXXXXX IN THE NORTHERN DISTRICT OF ILLINOIS, AND THE GUARANTOR WAIVES
PERSONAL SERVICE OF PROCESS AND AGREES THAT A SUMMONS AND COMPLAINT COMMENCING
AN ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE PROPERLY SERVED AND SHALL
CONFER PERSONAL JURISDICTION IF SERVED BY REGISTERED OR CERTIFIED MAIL TO THE
GUARANTOR, OR AS OTHERWISE PROVIDED BY THE LAWS OF SUCH STATE OR THE UNITED
STATES.
(L) This Guaranty may be executed in any number of counterparts and by
the Secured Party and the Guarantor on separate counterparts, each of which
when so executed and delivered shall be an original, but all of which shall
together constitute one and the same Guaranty.
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SECTION 14. WAIVER OF JURY TRIAL.
THE GUARANTOR AND THE SECURED PARTY (BY ACCEPTANCE HEREOF) HEREBY
KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY THE
GUARANTOR OR THE SECURED PARTY MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR
IN EQUITY, IN CONNECTION WITH THIS GUARANTY OR THE TRANSACTIONS RELATED
THERETO. THE GUARANTOR REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT
OF THE SECURED PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE SECURED
PARTY WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS RIGHT TO JURY
TRIAL WAIVER. THE GUARANTOR ACKNOWLEDGES THAT THE SECURED PARTY HAS BEEN
INDUCED TO ACCEPT THIS GUARANTY BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS
SECTION.
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed by a
duly authorized officer, as of the date first above written.
Attest: Guarantor:
SIGMATRON INTERNATIONAL, INC.
By /s/ Xxxxx X. Xxxxx By /s/ Xxxx X. Xxxxxxxx
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/s/ Xxxxx X. Xxxxx , CFO /s/ Xxxx X. Xxxxxxxx, President
-------------------- --------- --------------------- -----------
(Print or Type Name) (Title) (Print of Type Name) (Title)
ACKNOWLEDGED AND ACCEPTED:
HSBC BUSINESS LOANS, INC.
By /s/ Xxxxxxx X. X'Xxxxxxx
---------------------------------
/s/ Xxxxxxx X. X'Xxxxxxx, V.P.
------------------------- -------
(Print or Type Name) (Title)
15
STATE OF ILLINOIS )
) SS.
COUNTY OF XXXX )
On January 30, 1998, before me, a Notary Public in and for the County and
State aforesaid, personally appeared XXXX X. XXXXXXXX, a duly authorized
officer of SigmaTron International, Inc., a Delaware corporation, who
acknowledged the execution of the foregoing Guaranty and Surety Agreement as
his own free and voluntary act for and on behalf of such corporation and stated
that the representations herein contained are true and that his execution on
behalf of such corporation was duly authorized and approved by all appropriate
action of such corporation.
/s/ Xxxxx X. Xxxxxx
-----------------------------
Notary Public
My commission expires:
4-25-01
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