ComericA
Guaranty
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The undersigned, for value received, unconditionally and absolutely
guarantee(s) to Comerica Bank-California ("Bank") a, California banking
corporation, and to the Bank's successors and assigns, payment when due,
whether by stated maturity, demand, acceleration or otherwise, of all
existing and future indebtedness to the Bank of Xxxx Group, Inc., Xxxx
Systems International, Inc. and Xxxx XCD, Inc. ("Borrower") of any successor
in interest, including without limit any debtor-in-possession or trustee in
bankruptcy which succeeds to the interest of this party or person (jointly
and severally the "Borrower"), however this indebtedness has been or may be
incurred or evidenced, whether absolute or contingent direct or indirect,
voluntary or involuntary, liquidated or unliquidated, joint or several, and
whether or not known to the undersigned at the time of this Guaranty or at
the time any future indebtedness is incurred (the "Indebtedness").
The Indebtedness guaranteed includes without limit: (a) any and all direct
indebtedness of the Borrower to the Bank, including indebtedness evidenced by
any and all promissory notes; (b) any and all obligations or liabilities of
the Borrower to the Bank arising under any guaranty where the Borrower has
guaranteed the payment of indebtedness owing to the Bank from a third party;
(c) any and all obligations or liabilities of the Borrower to the Bank
arising from applications or agreements for the issuance of letters of
credit; (d) any and all obligations or liabilities of the Borrower to the
Bank arising out of any other agreement by the Borrower including without
limit any agreement to indemnify the Bank for environmental liability or to
clean up hazardous waste; (e) any and all indebtedness, obligations or
liabilities for which the Borrower would otherwise be liable to the Bank were
it not for the invalidity, irregularity or unenforceability of them by reason
of any bankruptcy, insolvency or other law or order of any kind, or for any
other reason, including without limit liability for interest and attorneys'
fees on, or in connection with, any of the Indebtedness from and after the
filing by or against the Borrower of a bankruptcy petition whether an
involuntary or voluntary bankruptcy case, including, without limitation, all
attorneys' fees and costs incurred in connection with motions for relief from
stay, cash collateral motions, nondischargeability motions, preference
liability motions, fraudulent conveyance liability motions, fraudulent
transfer liability motions and all other motions brought by Borrower,
Guarantor, Bank or third parties in any way relating to Bank's rights with
respect to such Borrower, Guarantor, or third party and/or affecting any
collateral securing any obligation owed to Bank by Borrower, Guarantor, or
any third party, probate proceedings, on appeal or otherwise; (f) any and all
amendments, modifications, renewals and/or extensions of any of the above,
including without limit amendments, modifications, renewals and/or extensions
which are evidenced by new or additional instruments, documents or
agreements; and (g) all costs of collecting Indebtedness, including without
limit reasonable attorneys' fees and costs.
The undersigned waive(s) notice of acceptance of this Guaranty and
presentment, demand, protest, notice of protest, dishonor, notice of
dishonor, notice of default, notice of intent to accelerate or demand payment
of any Indebtedness, and diligence in collecting any Indebtedness, and
agree(s) that the Bank may modify the terms of any Indebtedness, compromise,
extend, increase, accelerate, renew or forbear to enforce payment of any or
all Indebtedness, or permit the Borrower to incur additional Indebtedness,
all without notice to the undersigned and without affecting in any manner the
unconditional obligation of the undersigned under this Guaranty. The
undersigned further waive(s) any and all other notices to which the
undersigned might otherwise be entitled. The undersigned acknowledge(s) and
agree(s) that the liabilities created by this Guaranty are direct and are not
conditioned upon pursuit by the Bank of any remedy the Bank may have against
the Borrower or any other person or any security. No invalidity,
irregularity or unenforceability of any part or all of the Indebtedness or
any documents evidencing the same, by reason of any bankruptcy, insolvency or
other law or order of any kind or for any other reason, and no defense or
setoff available at any time to the Borrower, shall impair, affect or be a
defense or setoff to the obligations of the undersigned under this Guaranty.
The undersigned deliver(s) this Guaranty based solely on the undersigned's
independent investigation of the financial condition of the Borrower and is
(are) not relying on any information furnished by the Bank. The undersigned
assume(s) full responsibility for obtaining any further information
concerning the Borrower's financial condition, the status of the Indebtedness
or any other matter which the undersigned may deem necessary or appropriate
from time to time. The undersigned waive(s) any duty on the part of the
Bank, and agree(s) that it is not relying upon nor expecting the Bank to
disclose to the undersigned any fact now or later known by the Bank, whether
relating to the operations or condition of the Borrower, the existence,
liabilities or financial condition of any co-guarantor of the Indebtedness,
the occurrence of
any default with respect to the Indebtedness, or otherwise, notwithstanding
any effect these facts may have upon the undersigned's risk under this
Guaranty or the undersigned's rights against the Borrower. The undersigned
knowingly accept(s) the full range of risk encompassed in this Guaranty,
which risk includes without limit the possibility that the Borrower may incur
Indebtedness to the Bank after the financial condition of the Borrower, or
its ability to pay its debts as they mature, has deteriorated.
The undersigned represent(s) and warrant(s) that: (a) the Bank has made no
representation to the undersigned as to the creditworthiness of the Borrower;
and (b) the undersigned has (have) established adequate means of obtaining
from the Borrower on a continuing basis financial and other information
pertaining to the Borrower's financial condition. The undersigned agree(s)
to keep adequately informed of any facts, events or circumstances which might
in any way affect the risks of the undersigned under this Guaranty.
The undersigned grant(s) to the Bank a security interest in and the right of
setoff as to any and all property of the undersigned now or later in the
possession of the Bank. The undersigned subordinate(s) any claim of any
nature that the undersigned now or later has (have) against the Borrower to
and in favor of all Indebtedness and agree(s) not to accept payment or
satisfaction of any claim that the undersigned now or later may have against
the Borrower without the prior written consent of the Bank. Should any
payment, distribution, security, or proceeds, be received by the undersigned
upon or with respect to any claim that the undersigned now or may later have
against the Borrower, the undersigned shall immediately deliver the same to
the Bank in the form received (except for endorsement or assignment by the
undersigned where required by the Bank) for application on the Indebtedness,
whether matured or unmatured, and until delivered the same shall be held in
trust by the undersigned as the property of the Bank. The undersigned
further assign(s) to the Bank as collateral for the obligations of the
undersigned under this Guaranty all claims of any nature that the undersigned
now or later has (have) against the Borrower (other than any claim under a
deed of trust or mortgage covering real property) with full right on the part
of the Bank, in its own name or in the name of the undersigned, to collect
and enforce these claims.
The undersigned agree(s) that no security now or later held by the Bank for
the payment of any Indebtedness, whether from the Borrower, any guarantor, or
otherwise, and whether in the nature of a security interest, pledge, lien,
assignment, setoff, suretyship, guaranty, indemnity, insurance or otherwise,
shall affect in any manner the unconditional obligation of the undersigned
under this Guaranty, and the Bank, in its sole discretion, without notice to
the undersigned, may release, exchange, enforce and otherwise deal with any
security without affecting in any manner the unconditional obligation of the
undersigned under this Guaranty. The undersigned acknowledges(s) and
agree(s) that the Bank has no obligation to acquire or perfect any lien on or
security interest in any asset(s), whether realty or personalty, to secure
payment of the Indebtedness, and the undersigned is (are) not relying upon
any asset(s) in which the Bank has or may have a lien or security interest
for payment of the Indebtedness.
The undersigned acknowledge(s) that the effectiveness of this Guaranty is not
conditioned on any or all of the Indebtedness being guaranteed by anyone else.
Until the Indebtedness is irrevocably paid in full, the undersigned waive(s)
any and all rights to be subrogated to the position of the Bank or to have
the benefit of any lien, security interest or other guaranty now or later
held by the Bank for the Indebtedness or to enforce any remedy which the Bank
now or later has against the Borrower or any other xxxxxx. Until the
Indebtedness is irrevocably paid in full, the undersigned shall have no right
of reimbursement, indemnity, contribution or other right of recourse to or
with respect to the Borrower or any other person. The undersigned agree(s)
to indemnify and hold harmless the Bank from and against any and all claims,
actions, damages, costs and expenses, including without limit reasonable
attorneys' fees, incurred by the Bank in connection with the undersigned's
exercise of any right of subrogation, contribution, indemnification or
recourse with respect to this Guaranty. The Bank has no duty to enforce or
protect any rights which the undersigned may have against the Borrower or any
other person and the undersigned assume(s) full responsibility for enforcing
and protecting these rights.
Notwithstanding any provision of the preceding paragraph or anything else in
this Guaranty to the contrary, if any of the undersigned is or becomes an
"insider" or "affiliate" (as defined in Section 101 of the Federal Bankruptcy
Code, as it may be amended) with respect to the Borrower, then that
undersigned irrevocably and absolutely waives any and all rights of
subrogation, contribution, indemnification, recourse, reimbursement and any
similar rights against the Borrower (or any other guarantor) with respect to
this Guaranty, whether such rights arise under an express or implied contract
or by operation of law. It is the intention of the parties that the
undersigned shall not be (or be deemed to be) a "creditor" (as defined in
Section 101 of the Federal Bankruptcy Code, as it may be amended) of the
Borrower (or any other guarantor) by reason of the existence of this Guaranty
in the event that the Borrower becomes a
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debtor in any proceeding under the Federal Bankruptcy Code. This waiver is
given to induce the Bank to enter into certain written contracts with the
Borrower included in the Indebtedness. The undersigned warrant(s) and
agree(s) that none of Bank's rights, remedies or interests shall be directly
or indirectly impaired because of any of the undersigned's status as an
"insider" or "affiliate" of the Borrower, and undersigned shall take any
action, and shall execute any document, which the Bank may request in order
to effectuate this warranty to the Bank.
If any Indebtedness is guaranteed by two or more guarantors, the obligation
of the undersigned shall be several and also joint, each with all and also
each with any one or more of the others, and may be enforced at the option of
the Bank against each severally, any two or more jointly, or some severally
and some jointly. The Bank, in its sole discretion, may release any one or
more of the guarantors for any consideration which it deems adequate, and may
fail or elect not to prove a claim against the estate of any bankrupt,
insolvent, incompetent or deceased guarantor; and after that, without notice
to any other guarantor, the Bank may extend or renew any or all Indebtedness
and may permit the Borrower to incur additional Indebtedness, without
affecting in any manner the unconditional obligation of the remaining
guarantor(s). This action by the Bank shall not, however, be deemed to
affect any right to contribution which may exist among the guarantors.
Any of the undersigned may terminate their obligation under this Guaranty as
to future indebtedness (except as provided below) by (and only by) delivering
written notice of termination to an officer of the Bank and receiving from an
officer of the Bank written acknowledgement of delivery; provided, the
termination shall not be effective until the opening of business on the fifth
(5th) day following written acknowledgement of delivery. Any termination
shall not affect in any way the unconditional obligations of the remaining
guarantor(s), whether or not the termination is known to the remaining
guarantor(s). Any termination shall not affect in any way the unconditional
obligations of the terminating guarantor(s) as to any Indebtedness existing
at the effective date of termination or any Indebtedness created after that
pursuant to any commitment or agreement of the Bank or any Borrower loan with
the Bank existing at the effective date of termination (whether advances or
readvances by the Bank are optional or obligatory), or any modifications,
extensions or renewals of any of this Indebtedness, whether in whole or in
part, and as to all of this Indebtedness and modifications, extensions or
renewals of it, this Guaranty shall continue effective until the same shall
have been fully paid. The Bank has no duty to give notice of termination by
any guarantor(s) to any remaining guarantor(s). The undersigned shall
indemnify the Bank against all claims, damages, costs and expenses, including
without limit reasonable attorneys' fees and costs, incurred by the Bank in
connection with any suit, claim or action against the Bank arising out of any
modification or termination of a Borrower loan or any refusal by the Bank to
extend additional credit in connection with the termination of this Guaranty.
Notwithstanding any prior revocation, termination, surrender or discharge of
this Guaranty (or of any lien, pledge or security interest securing this
Guaranty) in whole or part, the effectiveness of this Guaranty, and of all
liens, pledges and security interests securing this Guaranty, shall
automatically continue or be reinstated, as the case may be, in the event
that (a) any payment received or credit given by the Bank in respect of the
Indebtedness is returned, disgorged or rescinded as a preference,
impermissible setoff, fraudulent conveyance, diversion of trust funds, or
otherwise under any applicable state or federal law, including, without
limitation, laws pertaining to bankruptcy or insolvency, in which case this
Guaranty, and all liens, pledges and security interests securing this
Guaranty, shall be enforceable against the undersigned as if the returned,
disgorged or rescinded payment or credit had not been received or given by
the Bank, and whether or not the Bank relied upon this payment or credit or
changed its position as a consequence of it; or (b) any liability is imposed,
or sought to be imposed, against the Bank relating to the environmental
condition of, or the presence of hazardous or toxic substances on, in or
about, any property given as collateral to the Bank by the Borrower, whether
this condition is known or unknown, now exists or subsequently arises
(excluding only conditions which arise after any acquisition by the Bank of
any such property, by foreclosure, in lieu of foreclosure or otherwise, to
the extent due to the wrongful act or omission of the Bank), in which case
this Guaranty, and all liens, pledges and security interests securing this
Guaranty, shall be enforceable against the undersigned to the extent of all
liability, costs and expenses (including without limit reasonable attorneys'
fees and costs) incurred by the Bank as the direct or indirect result of any
environmental condition or hazardous or toxic substances. In the event of
continuation or reinstatement of this Guaranty and the liens, pledges and
security interests securing it, the undersigned agree(s) upon demand by the
Bank to execute and deliver to the Bank those documents which the Bank
determines are appropriate to further evidence (in the public records or
otherwise) this continuation or reinstatement, although the failure of the
undersigned to do so shall not affect in any way the reinstatement or
continuation. If the undersigned do(es) not execute and deliver to the Bank
upon demand such documents, the Bank and each Bank officer is irrevocably
appointed (which appointment is coupled with an interest) the true and lawful
attorney of the undersigned (with full power of substitution) to execute and
deliver such documents in the name and on behalf of the undersigned. For
purposes of this Guaranty, "environmental condition" includes, without
limitation,
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conditions existing with respect to the surface or ground water, drinking
water supply, land surface or subsurface and the air; and "hazardous or toxic
substances' shall include any and all substances now or subsequently
determined by any federal, state or local authority to be hazardous or toxic,
or otherwise regulated by any of these authorities.
Although the intent of the undersigned and the Bank is that California law
shall apply to this Guaranty, regardless of whether California law applies,
the undersigned further agree(s) as follows: With respect to the limitation,
if any, stated in the Additional Provisions below on the amount of principal
guaranteed under this Guaranty, the undersigned agree(s) that (a) this
limitation shall not be a limitation on the amount of Borrower's Indebtedness
to the Bank; (b) any payments by the undersigned shall not reduce the maximum
liability of the undersigned under this Guaranty unless written notice to
that effect is actually received by the Bank at or prior to the time of the
payment; and (c) the liability of the undersigned to the Bank shall at all
times be deemed to be the aggregate liability of the undersigned under this
Guaranty and any other guaranties previously or subsequently given to the
Bank by the undersigned and not expressly revoked, modified or invalidated in
writing.
The undersigned waive(s) any right to require the Bank to: (a) proceed
against any person, including without limit the Borrower; (b) proceed against
or exhaust any security held from the Borrower or any other person; (c) give
notice of the terms, time and place of any public or private sale of personal
property security held from the Borrower or any other person, or otherwise
comply with the provisions of Section 9-504 of the California or other
applicable Uniform Commercial Code; (d) pursue any other remedy in the Bank's
power; or (e) make any presentments or demands for performance, or give any
notices of nonperformance, protests, notices of protest, or notices of
dishonor in connection with any obligations or evidences of Indebtedness held
by the Bank as security, in connection with any other obligations or
evidences of Indebtedness which constitute in whole, or in part Indebtedness,
or in connection with the creation of new or additional Indebtedness.
The undersigned authorize(s) the Bank, either before or after termination of
this Guaranty, without notice to or demand on the undersigned and without
affecting the undersigned's liability under this Guaranty, from time to time
to: (a) apply any security and direct the order or manner of sale of it,
including without limit, a nonjudicial sale permitted by the terms of the
controlling security agreement, mortgage or deed of trust, as the Bank in its
discretion may determine; (b) release or substitute any one or more of the
endorsers or any other guarantors of the Indebtedness; and (c) apply payments
received by the Bank from the Borrower to any indebtedness of the Borrower to
the Bank, in such order as the Bank shall determine in its sole discretion,
whether or not this indebtedness is covered by this Guaranty, and the
undersigned waive(s) any provision of law regarding application of payments
which specifies otherwise. The Bank may without notice assign this Guaranty
in whole or in part. Upon the Bank's request, the undersigned agree(s) to
provide to the Bank copies of the undersigned's financial statements.
The undersigned waive(s) any defense based upon or arising by reason of (a)
any disability or other defense of the Borrower or any other person; (b) the
cessation or limitation from any cause whatsoever, other than final and
irrevocable payment in full, of the Indebtedness; (c) any lack of authority
of any officer, director, partner, agent or any other person acting or
purporting to act on behalf of the Borrower which is a corporation,
partnership or other type of entity, or any defect in the formation of the
Borrower; (d) the application by the Borrower of the proceeds of any
Indebtedness for purposes other than the purposes represented by the Borrower
to the Bank or intended or understood by the Bank or the undersigned; (e) any
act or omission by the Bank which directly or indirectly results in or aids
the discharge of the Borrower or any Indebtedness by operation of law or
otherwise; or (f) any modification of the Indebtedness, in any form
whatsoever including without limit any modification made after effective
termination, and including without limit, the renewal, extension,
acceleration or other change in time for payment of the Indebtedness, or
other change in the terms of any indebtedness, including without limit
increase or decrease of the interest rate. The undersigned understands that,
absent this waiver, Bank's election of remedies, including but not limited to
its decision to proceed to nonjudicial foreclosure on any real property
securing the Indebtedness, could preclude Bank from obtaining a deficiency
judgment against Borrower and the undersigned pursuant to California Code of
Civil Procedure sections 580a, 580b, 580d or 726 and could also destroy any
subrogation rights which the undersigned has against Borrower. The
undersigned further understands that, absent this waiver, California law,
including without limitation, California Code of Civil Procedure sections
580a, 580b, 580d or 726, could afford the undersigned one or more affirmative
defenses to any action maintained by Bank against the undersigned on this
Guaranty.
The undersigned waives any and all rights and provisions of California Code
of Civil Procedure sections 580a, 580b, 580d and 726, including, but not
limited to any provision thereof that: (i) may limit the time period for Bank
to commence a lawsuit against Borrower or the undersigned to collect any
Indebtedness owing by Borrower or the undersigned to Bank; (ii) may entitle
Borrower or the undersigned to a judicial
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or nonjudicial determination of any deficiency owed by Borrower or the
undersigned to Bank, or to otherwise limit Bank's right to collect a
deficiency based on the fair market value of such real property security;
(iii) may limit Bank's right to collect a deficiency judgment after a sale of
any real property securing the Indebtedness; (iv) may require Bank to take
only one action to collect the Indebtedness or that may otherwise limit the
remedies available to Bank to collect the Indebtedness.
The undersigned waives all rights and defenses arising out of an election of
remedies by Bank even though that election of remedies, such as a nonjudicial
foreclosure with respect to security for a guaranteed obligation, has
destroyed the undersigned's rights of subrogation and reimbursement against
Borrower by the operation of Section 580d of the Code or Civil Procedure or
otherwise.
The undersigned acknowledges and agrees that this is a knowing and informed
waiver of the undersigned's rights as discussed above and that Bank is
relying on this waiver in extending credit to Borrower.
The undersigned acknowledge(s) that the Bank has the right to sell, assign,
transfer, negotiate, or grant participations in all or any part of the
Indebtedness and any related obligations, including without limit this
Guaranty. In connection with that right, the Bank may disclose any documents
and information which the Bank now or later acquires relating to the
undersigned and this Guaranty, whether furnished by the Borrower, the
undersigned or otherwise. The undersigned further agree(s) that the Bank may
disclose these documents and information to the Borrower. The undersigned
agree(s) that the Bank may provide information relating to this Guaranty or
to the undersigned to the Bank's parent, affiliates, subsidiaries and service
providers.
The total obligation under this Guaranty shall be UNLIMITED unless
specifically limited in the Additional Provisions of this Guaranty, and this
obligation (whether unlimited or limited to the extent indicated in the
Additional Provisions) shall include, IN ADDITION TO any limited amount of
principal guaranteed, any and all interest on all Indebtedness and any and
all costs and expenses of any kind, including without limit reasonable
attorneys' fees and costs, incurred by the Bank at any time(s) for any reason
in enforcing any of the duties and obligations of the undersigned under this
Guaranty or otherwise incurred by the Bank in any way connected with this
Guaranty, the Indebtedness or any other guaranty of the Indebtedness
(including without limit reasonable attorneys' fees and other expenses
incurred in any suit involving the conduct of the Bank, the Borrower or the
undersigned). All of these costs and expenses shall be payable immediately
by the undersigned when incurred by the Bank, without demand, and until paid
shall bear interest at the highest per annum rate applicable to any of the
Indebtedness, but not in excess of the maximum rate permitted by law. Any
reference in this Guaranty to attorneys' fees shall be deemed a reference to
fees, charges, costs and expenses of both in-house and outside counsel and
paralegals, whether or not a suit or action is instituted, and to court costs
if a suit or action is instituted, and whether attorneys' fees or court costs
are incurred at the trial court level, on appeal, in a bankruptcy,
administrative or probate proceeding or otherwise. Any reference in the
Additional Provisions or elsewhere (a) to this Guaranty being secured by
certain collateral shall NOT be deemed to limit the total obligation of the
undersigned under this Guaranty or (b) to this Guaranty being limited in any
respect shall NOT be deemed to limit the total obligation of the undersigned
under any prior or subsequent guaranty given by the undersigned to the Bank.
The undersigned unconditionally and irrevocably waive(s) each and every
defense and setoff of any nature which, under principles of guaranty or
otherwise, would operate to impair or diminish in any way the obligation of
the undersigned under this Guaranty, and acknowledge(s) that each such waiver
is by this reference incorporated into each security agreement, collateral
assignment, pledge and/or other document from the undersigned now or later
securing this Guaranty and/or the Indebtedness, and acknowledge(s) that as of
the date of this Guaranty no such defense or setoff exists. The undersigned
acknowledge(s) that the effectiveness of this Guaranty is subject to no
conditions of any kind.
This Guaranty shall remain effective with respect to successive transactions
which shall either continue the Indebtedness, increase or decrease it, or
from time to time create new Indebtedness after all or any prior Indebtedness
has been satisfied, until this Guaranty is terminated in the manner and to
the extent provided above.
The undersigned warrant(s) and agree(s) that each of the waivers set forth
above are made with the undersigned's full knowledge of their significance
and consequences, and that under the circumstances, the waivers are
reasonable and not contrary to public policy or law if any of these waivers
are determined to be contrary to any applicable law or public policy, these
waivers shall be effective only to the extent permitted by law.
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This Guaranty constitutes the entire agreement of the undersigned and the
Bank with respect to the subject matter of this Guaranty. No waiver,
consent, modification or change of the terms of this Guaranty shall bind any
of the undersigned or the Bank unless in writing and signed by the waiving
party or an authorized officer of the waiving party, and then this waiver,
consent, modification or change shall be effective only in the specific
instance and for the specific purpose given. This Guaranty shall inure to
the benefit of the Bank and its successors and assigns. This Guaranty shall
be binding on the undersigned and the undersigned's heirs, legal
representatives, successors and assigns including, without limit, any debtor
in possession or trustee in bankruptcy for any of the undersigned. The
undersigned has (have) knowingly and voluntarily entered into this Guaranty
in good faith for the purpose of inducing the Bank to extend credit or make
other financial accommodations to the Borrower, and the undersigned
acknowledge(s) that the terms of this Guaranty are reasonable. If any
provision of this Guaranty is unenforceable in whole or in part for any
reason, the remaining provisions shall continue to be effective. THIS
GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF CALIFORNIA.
Additional Provisions (if any):
This Guaranty shall become effective when the Borrowers' ratio of Total
Liabilities to Tangible Effective Net Worth is greater than 2.00:1.00, which
shall be calculated each quarter in conformity with the covenants and
conditions set forth in that certain Loan and Security Agreement dated
October 20, 1998 between Bank and Borrowers. Upon becoming effective, this
Guaranty (1) shall guaranty Indebtedness under that certain Variable Rate
Installment Note between Bank and Borrowers dated October 20, 1998, in the
original principal amount of $3,000,000.00 ("Note"); and (2) shall be limited
to an amount equal to the Bank's acquisition financing over $2,000,000.00."
*This Guaranty is terminated at completion of the Company's public offering.
THE UNDERSIGNED AND BANK ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A
CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED, EACH PARTY, AFTER CONSULTING
(OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE,
KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT WAIVES ANY RIGHT TO
TRIAL BY JURY IN THE EVENT OF LITIGATION REGARDING THE PERFORMANCE OR
ENFORCEMENT OF, OR IN ANY WAY RELATED TO, THIS GUARANTY OR THE INDEBTEDNESS.
IN WITNESS WHEREOF, the undersigned has (have) signed this Guaranty on
October 20, 1998.
GUARANTOR(S)
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By: /s/ Xxxxxxx X. Xxxx
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Signature of Xxxxxxx X. Dirk
Its:
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(If Applicable)
By:
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Signature of
Its:
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(If Applicable)
GUARANTOR'S ADDRESS
000 Xxxxxxx Xxxx Xxxx
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Xxxxxx Xxxxxxx
Xxxxxxx Xxxxx, XX 00000
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City State Zip Code
BORROWER(S):
Xxxx Group, Inc. and Xxxx Systems International, Inc.
and XXXX XCD, Inc.
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