1
[BANK ONE LETTERHEAD]
Exhibit 10.ggg
Amendment of Lease No. 1000065410
Be it understood and agreed by and between COMPUROUTE, INC. (Lessee) and Banc
One Leasing Corporation (Lessor), that:
1) Lease shall herein be referred to as Lease No. 1000065638.
2) Monthly lease payments shall now be $4,604.66.
3) The Interest Per Annum shall now be (7.24%) Seven and twenty-four
hundredths percent.
All other terms, provisions, and conditions thereof shall remain the same.
Lessee:
COMPUROUTE, INC.
By: /s/ [illegible]
------------------
Title: PRESIDENT
---------------
Lessor:
BANC ONE LEASING CORPORATION
Approved and Accepted this 17th day of June, 1998.
By: /s/ [illegible]
--------------------
Title: MGR., FUNDING
-----------------
2
LEASE SCHEDULE NO. 1000065410
FINANCING LEASE
Master Lease Agreement dated NOVEMBER 17, 1997
Lessor: Banc One Leasing Corporation
Lessee: COMPUROUTE, INC.
1. GENERAL. This Lease Schedule is signed and delivered under the Master
Lease Agreement identified above, as amended from time to time ("Master
Lease"), between Lessee and Lessor. Capitalized terms defined in the Master
Lease will have the same meanings when used in this Schedule.
2. FINANCING. Lessor finances for Lessee, and Lessee finances with Lessor,
all of the property ("Equipment") described below or in Schedule A-1 attached
hereto (and Lessee represents that all Equipment is new unless specifically
identified as used):
3. AMOUNT FINANCED. $231,119.93
$ 100.00
$231,219.93
4. FINANCING TERM. The Lease Term of this Schedule shall be SIXTY (60)
months. The Lease Term begins on the earlier of the Acceptance Date or the
Commencement Date and continues for the number of months after the Commencement
Date as stated above. The Acceptance Date is the date that Lessor accepts this
Schedule as stated below Lessor's signature. The Commencement Date is the 15TH
day of the month in which the Acceptance Date occurs.
5. INSTALLMENT PAYMENTS. As financing for the Equipment, Lessee shall pay to
Lessor all amounts stated below on the due dates stated below. There shall be
added to each installment payment all applicable Taxes as in effect from time
to time.
MONTHLY INSTALLMENT PAYMENT (excluding Taxes): $4,587.16
FREQUENCY & TIMING OF INSTALLMENT PAYMENTS: MONTHLY IN ARREARS
NUMBER OF INSTALLMENT PAYMENTS: SIXTY (60)
INSTALLMENT PAYMENT DUE DATES: The first installment payment shall be paid
thirty (30) days from the Commencement Date and all subsequent installment
payments shall be paid on the same day of each month thereafter.
SET-UP/FILING FEE: $0.00 which shall be paid on the Commencement Date.
SECURITY DEPOSIT: $0.00 which shall be paid on the Commencement Date.
At the end of the lease term, Lessee shall make a final payment of $1.00.
Principal Amount: $231,219.93 Interest Rate Per Annum: 7.08%
Lessee promises to pay said principal, with interest at said rate, in the
amount and at the times stated in this schedule. Interest is calculated on
the basis of 30-day months and 360-day year.
6. SECURITY INTEREST. This Schedule is intended to be a secured debt
financing transaction, NOT a true lease. See Paragraph 7 below regarding
Lessee's ownership of the Equipment. As collateral security for payment and
performance of all Secured Obligations (defined in Paragraph 8 below) and to
induce Lessor to extend credit from time to time to Lessee (under the Lease or
otherwise), Lessee hereby grants to Lessor a first priority security interest
in all of Lessee's right, title and interest in the Equipment, whether now
existing or hereafter acquired, any sums specified in this Schedule as a
"Security Deposit", and in all Proceeds
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(defined in Paragraph 8 below). At its option, Lessor may apply all or any part
of any Security Deposit to cure any default of Lessee under the Lease. If upon
final termination of this Schedule, Lessee has fulfilled all of the terms and
conditions hereof, then Lessor shall pay to Lessee upon Lessee's written
request any remaining balance of the Security Deposit for this Schedule,
without interest.
7. TITLE TO EQUIPMENT; FIRST PRIORITY LIEN. Lessee represents, warrants and
agrees: that Lessee currently is the lawful owner of the Equipment; that good
and marketable title to the Equipment shall remain with Lessee at all times;
that Lessee has granted to Lessor a first priority security interest in the
Equipment and all Proceeds; and that the Equipment and all Proceeds are, and at
all times shall be, free and clear of any Liens other than Lessor's security
interest therein. Lessee at its sole expense will protect and defend Lessor's
first priority security interest in the Equipment against all claims and demands
whatsoever.
8. CERTAIN DEFINITIONS. "Secured Obligations" means (a) all payments and
other obligations of Lessee under or in connection with this Schedule, and (b)
all payments and other obligations of Lessee (whether now existing or hereafter
incurred) under or in connection with the Master Lease and all present and
future Lease Schedules thereto, and (c) all other leases, indebtedness,
liabilities and/or obligations of any kind (whether now existing or hereafter
incurred, absolute or contingent, direct or indirect) of Lessee to Lessor or to
any affiliate of either Lessor or BANC ONE CORPORATION. "Proceeds" means all
cash and non-cash proceeds of the Equipment including, without limitation,
proceeds of insurance, indemnities and/or warranties.
9. AMENDMENTS TO MASTER LEASE. FOR PURPOSES OF THIS SCHEDULE ONLY, Lessee
and Lessor agree to amend the Master Lease as follows: (a) public liability or
property insurance as described in the second sentence of Section 8 will not be
required; (b) the definition of "Stipulated Loss Value" in clause (b) of Section
9 is deleted and replaced by Paragraph 10 below; (c) the text of Section 10 is
deleted in its entirety; (d) Subsections 23(a) and 23(c) are deleted; (e)
subsection 23(b) and the last sentence of section 4 will apply only if an event
of default occurs; and (f) all references in the Lease as it relates to this
Schedule to "Lessee" and "Lessor" shall be changed to "Borrower" and "Lender"
respectively.
10. STIPULATED LOSS VALUE. FOR PURPOSES OF THIS SCHEDULE ONLY, the
"Stipulated Loss Value" of any item of Equipment during its Lease Term equals
the aggregate of the following as of the date specified by Lessor: (a) all
accrued and unpaid interest, late charges and other amounts due under this
Schedule and the Master Lease to the extent it relates to this Schedule as of
such specified date, plus (b) the remaining principal balance due and payable
by Lessee under this Schedule as of such specified date, plus (c) interest on
the amount described in the foregoing clauses (a) and (b) at the Overdue Rate
commencing with the specified date; provided, that the foregoing calculation
shall not exceed the maximum amount which may be collected by Lessor from
Lessee under applicable law in connection with enforcement of Lessor's rights
under this Schedule and the Master Lease to the extent it relates to this
Schedule.
11. LESSEE TO PAY ALL TAXES. FOR PURPOSES OF THIS SCHEDULE AND ITS
EQUIPMENT ONLY: Lessee shall pay any and all Taxes relating to this Schedule
and its Equipment directly to the applicable taxing authority; Lessee shall
prepare and file all reports or returns concerning any such Taxes as may be
required by applicable law or regulation (provided, that Lessor shall not be
identified as the owner of the Equipment in such reports or returns); and
Lessee shall, upon Lessor's request, send Lessor evidence of payment of such
Taxes and copies of any such reports or returns.
12. LESSEE'S ASSURANCES. Lessee irrevocably and unconditionally: (a)
reaffirms all of the terms and conditions of the Master Lease and agrees that
the Master Lease remains in full force and effect; (b) agrees that the
Equipment is and will be used at all times solely for commercial purposes, and
not for personal, family or household purposes; and (c) incorporates all of the
terms and conditions of the Master Lease as if fully set forth in this Schedule.
13. REPRESENTATIONS AND WARRANTIES: Lessee represents and warrants that:
(a) Lessee is a corporation, partnership or proprietorship duly organized,
validly existing and in good standing under the laws
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of the state of its organization and is qualified to do business and is in good
standing under the laws of each other state in which the Equipment is or will be
located; (b) Lessee has full power, authority and legal right to sign, deliver
and perform the Master Lease, this Schedule and all related documents and such
actions have been duly authorized by all necessary corporate/partnership/
proprietorship action; and (c) the Master Lease, this Schedule and each related
document has been duly signed and delivered by Lessee and each such document
constitutes a legal, valid and binding obligation of Lessee enforceable in
accordance with its terms.
14. CONDITIONS. No lease of Equipment under this Schedule shall be binding on
Lessor, and Lessor shall have no obligation to purchase the Equipment covered
hereby, unless: (a) Lessor has received evidence of all required insurance; (b)
in Lessor's sole judgment, there has been no material adverse change in the
financial condition or business of Lessee or any guarantor; (c) Lessee has
signed and delivered to Lessor this Schedule, which must be satisfactory to
Lessor, and Lessor has signed and accepted this Schedule; (d) no change in the
Code or any regulation thereunder, which in Lessor's sole judgment would
adversely affect the economics to Lessor of the lease transaction, shall have
occurred or shall appear to be imminent; (e) Lessor has received, in form and
substance satisfactory to Lessor, such other documents and information as Lessor
shall reasonably request; and (f) Lessee has satisfied all other reasonable
conditions established by Lessor.
15. OTHER DOCUMENTS: EXPENSES: Lessee agrees to sign and deliver to Lessor any
additional documents deemed desirable by Lessor to effect the terms of the
Master Lease or this Schedule including, without limitation, Uniform Commercial
Code financing statements which Lessor is authorized to file with the
appropriate filing officers. Lessee hereby irrevocably appoints Lessor as
Lessee's attorney-in-fact with full power and authority in the place of Lessee
and in the name of Lessee to prepare, sign, amend, file or record any Uniform
Commercial Code financing statements or other documents deemed desirable by
Lessor to perfect, establish or give notice of Lessor's interests in the
Equipment or in any collateral as to which Lessee has granted Lessor a security
interest. Lessee shall pay upon Lessor's written request any actual
out-of-pocket costs and expenses paid or incurred by Lessor in connection with
the above terms of this section or the funding and closing of this Schedule.
16. PURCHASE ORDERS AND ACCEPTANCE OF EQUIPMENT. Lessee agrees that (i) Lessor
has not selected, manufactured, sold or supplied any of the Equipment, (ii)
Lessee has selected all of the Equipment and its suppliers, and (iii) Lessee has
received a copy of, and approved, the purchase orders or purchase contracts for
the Equipment. AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES THAT: (a) LESSEE HAS
RECEIVED, INSPECTED AND APPROVED ALL OF THE EQUIPMENT; (b) ALL EQUIPMENT IS IN
GOOD WORKING ORDER AND COMPLIES WITH ALL PURCHASE ORDERS OR CONTRACTS AND ALL
APPLICABLE SPECIFICATIONS; (c) LESSEE IRREVOCABLY ACCEPTS ALL EQUIPMENT FOR
PURPOSES OF THE LEASE "AS-IS, WHERE-IS" WITH ALL FAULTS; AND (d) LESSEE
UNCONDITIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO REVOKE ITS ACCEPTANCE OF
THE EQUIPMENT.
LESSEE HAS READ AND UNDERSTOOD ALL OF THE TERMS OF THIS SCHEDULE, LESSEE AGREES
THAT THERE ARE NO ORAL OR UNWRITTEN AGREEMENTS WITH LESSOR REGARDING THE
EQUIPMENT OR THIS SCHEDULE.
BANC ONE LEASING CORPORATION COMPUROUTE, INC.
(Lessor) (Lessee)
By: Illegible Signature By: /s/ Xxxxxxxxx X. Xxxxxxxxx
----------------------------- ------------------------------------
Title: Mgr. Funding Title: President
----------------------------- ------------------------------------
Acceptance Date: 6/17/98 Witness: Illegible Signature
----------------------------- ------------------------------------
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CORPORATE LEASE ACKNOWLEDGEMENT
State of Texas :
County of Dallas : SS
:
The above mentioned foregoing instrument, was acknowledged before me this 4/24,
1998 by (Officers' Name) Xxxxxxxxx X. Xxxxxxxxx, (Officer's Title) President, of
Compuroute, Inc., a Delaware corporation, on behalf of the corporation.
[Notary Seal] Xxxxx X. Xxxxx
Notary Public
Commission Expires 6-23-98
6
BANC ONE LEASING CORPORATION
SCHEDULE A-1 EQUIPMENT LEASED HEREUNDER
QUANTITY DESCRIPTION PAGE 1
===============================================================================
EQUIPMENT LOCATION: 00000 XXXXXX XXXXX
XXXXXX, XXXXX 00000
COUNTY: DALLAS
EQUIPMENT COST: $231,119.93
EQUIPMENT DESCRIPTION:
AS DESCRIBED ON TECHNOLOGIES CORPORATION INVOICE NO. 1601
ONE (1) MODEL TT30 HOT AIR LEVELER
ONE (1) MODEL 3500 PRECLEANING SYSTEM
ONE (1) MODEL 2500 POSTCLEANING SYSTEM
ONE (1) MODEL 1550 FREE STANDING XXXXXX/HOLDER SYSTEM
ONE (1) MODEL 750 COOL DOWN
AS DESCRIBED ON INTELLIGENT INTERIORS PO# 546
ONE (1) (30) 6X6 Q SYSTEM WORKSTATIONS
TOGETHER WITH ALL ATTACHMENTS, ADDITIONS, ACCESSIONS, PARTS, REPAIRS,
IMPROVEMENTS, REPLACEMENTS AND SUBSTITUTIONS THERETO.
This Schedule A-1 is attached to and made a part of Lease Number 1000065410 and
constitutes a true and accurate description of the equipment.
Lessee:
COMPUROUTE, INC.
By: /s/ Xxxxxxxxx X. Xxxxxxxxx
------------------------------------
Date: 27 April 1998
------------------------------------
7
PREPAYMENT SCHEDULE ADDENDUM
(For Prepayment of a Financing Lease Schedule)
Dated 6/17/98
Lease Schedule No. 1000065410 Dated 6/17/98
--------------- --------------
Lessee: COMPUROUTE, INC.
Reference is made to the above Lease Schedule as previously amended
("Schedule") and to the Master Lease Agreement as previously amended ("Master
Lease") identified in the Schedule, which are by and between Banc One Leasing
Corporation ("Lessor") and the above lessee ("Lessee"). As used herein: "Lease"
shall mean the Schedule and the Master Lease, but only to the extent that the
Master Lease relates to the Schedule; and "Equipment" shall mean the equipment
covered by the Schedule. This Schedule Addendum amends and supplements the terms
and conditions of the Lease. Unless otherwise defined herein, capitalized terms
defined in the Lease shall have the same meaning when used herein. SOLELY FOR
PURPOSES OF THE SCHEDULE, LESSOR AND LESSEE AGREE AS FOLLOWS:
1. Notwithstanding anything to the contrary in the Lease, Lessee and Lessor
agree that so long as Lessee gives Lessor at least 20 days prior written notice
(the "Notice Period"), Lessee may elect to prepay the outstanding principal
balance of the Schedule, in whole or in part, on the rent payment date (a
"Prepayment Date") following the Notice Period by paying to Lessor (whether made
voluntarily or involuntarily as a result of an acceleration of the Maturity Date
or otherwise), the total of the following: (a) all accrued rent or installment
payments, interest, Taxes, late charges and other amounts then due and payable
under the Schedule and the Master Lease to the extent it relates to the
Schedule; plus (b) the principal amount selected by Lessee for prepayment in the
notice of prepayment (hereinafter, the "Prepaid Principal"); plus (c) a
prepayment premium, if any, equal to the product of (i) a Average Lost Monthly
Interest Income and (ii) the number of months from the Prepayment Date to the
Maturity Date (with any fraction of a month counted as a month), discounted to
present value at the Discount Rate. At the option of Lessor, in its absolute and
sole discretion, any prepayment shall be applied to installments coming due
hereunder in the inverse order of their due dates.
2. Solely for purposes of this Addendum, the following definitions in this
paragraph 2 shall apply to this Addendum. "Maturity Date" means the scheduled
expiration of the Lease Term of the Schedule as set forth in the Schedule.
"Average Lost Monthly Interest Income" means the amount determined by dividing
(i) the product of the Average Principal and the Lost Rate, by (ii) twelve (12).
"Average Principal" is the amount equal to either (i) one-half of the sum of (A)
the amount of Prepaid Principal and (B) the amount of principal that is
scheduled to be due on the Maturity Date ("Balloon Amount"), or (ii) the amount
of
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Prepaid Principal, if such amount is less than the Balloon Amount. "Lost Rate"
is the rate per annum equal to the percentage, if any, by which (i) the yield
to maturity of United States Treasury debt obligations having a maturity date
nearest to the Maturity Date ("Treasury Obligations") determined on the date
hereof exceeds (ii) the yield to maturity of Treasury Obligations determined on
the date of prepayment. "Discount Rate" is the rate per annum equal to the
yield to maturity of Treasury Obligations determined on the date of prepayment.
The maturity date and yield to maturity of the Treasury Obligations shall be
determined by Lessor, in its absolute and sole discretion, on the basis of
quotations published in The Wall Street Journal, or other comparable sources.
Treasury Obligations shall exclude any stripped U.S. Treasury obligations and
any U.S. Treasury obligations which have multiple maturity or call dates, and
if more than one issue of U.S. Treasury obligations has the applicable maturity
month, then the U.S. Treasury obligation with the highest yield to maturity
shall be used.
3. Except as expressly amended or supplemented by this Addendum and other
instruments signed by Lessor, the Lease remains unchanged and in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of
the date referenced above.
COMPUROUTE, INC. Banc One Leasing Corporation
(Lessee) (Lessor)
By: /s/ Xxxxxxxxx X. Xxxxxxxxx By: Illegible Signature
-------------------------- ------------------------
Title: PRESIDENT Title: MGR., FUNDING
----------------- ---------------------
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CORPORATE GUARANTY
(Limited to the "Guaranteed Lease")
Master Lease Agreement Date: NOVEMBER 17,1997
Lessee Name: COMPUROUTE INC.
Lease Schedule Number: 1000065638
Equipment Cost/Amount Financed: $231,219.93
1. For valuable consideration, the receipt of which is hereby acknowledged, the
undersigned jointly and severally unconditionally guarantee to BANC ONE LEASING
CORPORATION (hereinafter called "Lessor") the full and prompt performance by the
lessee identified above (hereinafter called "Lessee") of all obligations which
Lessee now has or may hereafter have to Lessor under the GUARANTEED LEASE (as
defined below) and unconditionally guarantee the prompt payment when due
(whether at scheduled maturity, upon acceleration or otherwise) of any and all
sums, indebtedness and liabilities of whatsoever nature, due or to become due,
direct or indirect, absolute or contingent, now or hereafter at any time owed or
contracted by Lessee to Lessor under the GUARANTEED LEASE, and all costs and
expenses of and incidental to collection of any of the foregoing, including
reasonable attorneys' fees (all of the foregoing hereinafter called
"Obligations"). "GUARANTEED LEASE" shall mean the Lease Schedule identified
above (whether now existing or hereafter arising) together with the Master Lease
Agreement identified above ("Master Lease") to the extent that it relates to the
above-described Lease Schedule.
2. This is an absolute and unconditional guarantee of payment and not of
collection. Lessor shall not be required, as a condition of the liability of
the undersigned, to resort to, enforce or exhaust any of its remedies against
the Lessee or any other party who may be liable for payment on any Obligation
or to resort to, marshal, enforce or exhaust any of its remedies against any
leased property or any property given or held as security for this Guaranty or
any Obligation.
3. The undersigned hereby waive and grant to Lessor, without notice to the
undersigned and without in any way affecting the liability of the undersigned,
the right at any time and from time to time, to extend other and additional
credit, leases, loans or financial accommodations to Lessee apart from the
Obligations, to deal in any manner as it shall see fit with any Obligation of
Lessee to Lessor and with any leased property or security for such Obligation,
including, but not limited to, (i) accepting partial payments on account of any
Obligation, (ii) granting extensions or renewals of all or any part of any
Obligation, (iii) releasing, surrendering, exchanging, dealing with, abstaining
from taking, taking, abstaining from perfecting, perfecting, or accepting
substitutes for any or all leased property or security which it holds or may
hold for any Obligation, (iv) modifying, waiving, supplementing or otherwise
changing any of the terms, conditions or provisions contained in any Obligation
and (v) the addition or release of any other party or person liable hereon,
liable on the Obligations or liable on any other guaranty executed to guarantee
any of Lessee's Obligations. The undersigned jointly and severally hereby agree
that any and all settlements, compromises, compositions, accounts stated and
agreed balances made in good faith between Lessor and Lessee shall be binding
upon the undersigned.
4. Every right, power and discretion herein granted to Lessor shall be for the
benefit of the successors or assigns of Lessor and of any transferee or assignee
of any Obligation covered by this Guaranty, and in the event any such
Obligation shall be transferred or assigned, every reference herein to Lessor
shall be construed to mean, as to such Obligation, the transferee or assignee
thereof. This Guaranty shall be binding upon each of the undersigned's
executors, administrators, heirs, successors and assigns.
5. This Guaranty shall continue in force for so long as Lessee shall be
obligated to Lessor pursuant to the Obligations described above. The
undersigned expressly waive notice of the incurring by Lessee of any Obligation
to Lessor. The undersigned also waive presentment, demand of payment, protest,
notice of dishonor or nonpayment of or nonperformance of any Obligation.
6. The undersigned hereby waive any claims or rights which they might now have
or hereafter acquire against Lessee or any other person primarily or
contingently liable on any Obligation of Lessee, which claims or rights arise
from the existence or performance of the undersigned's obligations under this
Guaranty or any other guaranty or under any instrument or agreement with
respect to any leased property or any property constituting collateral or
security for this Guaranty or any other guaranty, including, without
limitation, any right of subrogation, reimbursement, exoneration, contribution,
indemnification, or any right to participate in any claim or remedy of Lessor
or any other creditor which the undersigned now has or hereafter acquires,
whether such claim or right arises in equity, under contract or statute, at
common law, or otherwise.
7. Lessor's rights hereunder shall be reinstated and revived, and this Guaranty
shall be fully enforceable, with respect
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to any amount at any time paid on account of the Obligations which thereafter
shall be required to be restored or returned by Lessor upon the bankruptcy,
insolvency or reorganization of the Lessee, the undersigned or any other person,
or as a result of any other fact or circumstance, all as though such amount had
not been paid.
8. The undersigned jointly and severally agree to pay to Lessor all costs and
expenses, including reasonable attorneys' fees, incurred by Lessor in the
enforcement or attempted enforcement of this Guaranty, whether or not suit is
filed in connection therewith, or in the exercise by Lessor of any right,
privilege, power or remedy conferred by this Guaranty.
9. The undersigned represent and warrant that they have relied exclusively on
their own independent investigation of Lessee, the leased property and the
collateral for their decision to guarantee Lessee's Obligations now existing or
thereafter arising. The undersigned agree that they have sufficient knowledge
of the Lessee, the leased property, and the collateral to make an informed
decision about this Guaranty, and that Lessor has no duty or obligation to
disclose any information in its possession or control about Lessee, the leased
property, and the collateral to the undersigned. The undersigned warrant to
Lessor that they have adequate means to obtain from the Lessee on a continuing
basis information concerning the financial condition of the Lessee and they
are not relying on Lessor to provide such information either now or in the
future.
10. As long as any indebtedness under any of the Obligations remains unpaid or
any credit is available to Lessee under any of the Obligations, the undersigned
agree to furnish to Lessor: (a) annual financial statements setting forth the
financial condition and results of operations of the undersigned (financial
statements shall include balance sheet, income statement, changes in financial
position and all notes thereto) within 120 days of the end of each fiscal year
of the undersigned; (b) quarterly financial statements setting forth the
financial condition and results of operation of the undersigned within 60 days
of the end of each of the first three fiscal quarters of the undersigned; and
(c) such other financial information as Lessor may from time to time request
including, without limitation, financial reports filed by the undersigned with
federal or state regulatory agencies.
11. No postponement or delay on the part of Lessor in the enforcement of any
right hereunder shall constitute a waiver of such right. The failure of any
person or entity to sign this Guaranty shall not discharge the liability of any
of the undersigned.
12. This Guaranty remains fully enforceable irrespective of any claim, defense
or counterclaim which the Lessee may or could assert on any of the Obligations
including but not limited to failure of consideration, breach of warranty,
payment, statute of frauds, statute of limitations, fraud, bankruptcy, accord
and satisfaction, and usury, same of which the undersigned hereby waive along
with any standing by the undersigned to asset any said claim, defense or
counterclaim.
13. This Guaranty contains the entire agreement of the parties and supersedes
all prior agreements and understandings, oral or written, with respect to the
subject matter hereof. This Guaranty is not intended to replace or supersede
any other guaranty which the undersigned have entered into or may enter into
in the future. The undersigned may enter into additional guaranties in the
future which may or may not refer to the Master Lease identified above and
such guaranties are not intended to replace or supersede this Guaranty unless
specifically provided in that additional guaranty. The interpretation,
construction and validity of this guaranty shall be governed by the laws of
the State of Ohio. With respect to any action brought by Lessor against
Guarantor to enforce any term of this guaranty, Guarantor hereby irrevocably
consents to the jurisdiction and venue of any state or federal court in
Franklin County, Ohio, where Lessor has its principal place of business and
where payments are to be made by Lessee and Guarantor.
ALL PARTIES TO THIS GUARANTY, INCLUDING GUARANTOR AND LESSOR, WAIVE ALL RIGHTS
TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY
AGAINST ANY OTHER PARTY ON ANY MATTER WHATSOEVER ARISING OUT OF, IN CONNECTION
WITH OR IN ANY WAY RELATED TO THIS GUARANTY.
CERPROBE CORPORATION
(Guarantor/Undersigned)
By: Xxxxxx X. Xxxxxx
-------------------
Title: VP & CFO Witness: /s/ Xxxxx X. Back
---------------- ----------------------------------
Date: 6/4/98
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CORPORATE ACKNOWLEDGEMENT
State of Arizona:
---------: ss.
County of Maricopa:
---------
The foregoing instrument, Corporate Guaranty
--------------------------------------------,
was acknowledged before me this June 5 ,1998 by (Officers'
--------------- --
Name) Xxxxxx X. Xxxxxx
----------------------------------------------------------------,
(Officer's Title) V.P. & CFO
----------------------------------------, of (Name of
Corporation) Cerprobe Corporation
---------------------------------------------------------,
a Delaware corporation, on behalf of the corporation.
--------
/s/ Xxxxx X. Back
----------------------------------
Notary Public
[Notary Seal]
-------------------------------------- Commission Expires July 14, 2001
OFFICIAL SEAL -------------
XXXXX X. BACK
[SEAL] Notary Public-State of Arizona
MARICOPA COUNTY
My Comm. Expires July 14, 2001
---------------------------------------
