EXHIBIT 10.57
REAFFIRMATION OF GUARANTY
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July 20, 1995
Shawmut Bank Connecticut, N.A.
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▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: ▇▇▇▇▇▇ MACHINE CORPORATION (THE "BORROWER")
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Gentlemen:
Reference is made to the Guaranty executed by the undersigned (the
"GUARANTOR") and dated February 7, 1990, as amended and restated from time to
time, (the "GUARANTY") in favor of THE CONNECTICUT NATIONAL BANK, NOW KNOWN AS
SHAWMUT BANK CONNECTICUT, N.A. (the "LENDER"), pursuant to which the Guarantor
has guaranteed the payment and performance from or by the Borrower of the
Obligations, as defined in the Guaranty, from the Borrower to the Lender.
To induce the Lender to enter into the Third Amendatory Agreement to
Revolving Loan, Term Loan and Security Agreement annexed hereto as SCHEDULE "A"
(the "AGREEMENT"), the Guarantor hereby:
4. Consents to said Agreement;
5. Affirms and ratifies the Guaranty and confirms that, (i) it does
irrevocably and unconditionally guarantee to the Lender the payment and
performance from and by the Borrower of the Obligations from the Borrower to the
Lender, upon the terms and conditions set forth in the Guaranty, (ii) the term
Obligations includes, without limitation, the Agreement, and (iii) the Guaranty
remains in full force and effect, without any offsets, defenses or counterclaims
of any kind whatsoever.
Witnesses: Very truly yours,
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ MEMRY CORPORATION
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ By/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
Its Chairman, President &
Chief Executive Officer
Duly Authorized
STATE OF CONNECTICUT)
) ss.: Hartford
COUNTY OF HARTFORD )
On this 20th day of July, 1995, personally appeared before me ▇▇▇▇▇ ▇.
▇▇▇▇▇, the Chairman, President and Chief Executive Officer of MEMRY CORPORATION,
the signer of the above instrument, and acknowledged the same to be his free act
and deed and the free act and deed of said corporation.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Commissioner of the Superior Court
Notary Public
My Commission Expires:
Accepted and Agreed to this
20th day of July, 1995
SHAWMUT BANK CONNECTICUT, N.A.
By/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇
Its Assistant Vice President
Duly Authorized