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CONTINUING
GUARANTY
TO: WELLS
FARGO BANK, NATIONAL ASSOCIATION
1. GUARANTY;
DEFINITIONS. In consideration of any credit or
other financial accommodation heretofore, now or hereafter
extended or made to Intermec, Inc. ("Borrower") by WELLS
FARGO BANK, NATIONAL ASSOCIATION ("Bank"), pursuant to that
certain Credit Agreement by and between Borrower and Bank,
dated as of the date hereof (as the same may be amended from
time to time, the “Credit Agreement), and for other
valuable consideration, the undersigned INTERMEC TECHNOLOGIES
CORPORATION ("Guarantor"), jointly and severally
unconditionally guarantees and promises to pay to Bank, or
order, on demand in lawful money of the United States of
America and in immediately available funds, any and all
Indebtedness of Borrower to Bank. The term
"Indebtedness" is used herein in its most comprehensive sense
and includes any and all advances, debts, obligations and
liabilities of Borrower heretofore, now or hereafter made,
incurred or created, whether voluntary or involuntary and
however arising, whether due or not due, absolute or
contingent, liquidated or unliquidated, determined or
undetermined, or whether recovery upon such Indebtedness may
be or hereafter becomes unenforceable, in each case pursuant
to the Credit Agreement and the Loan Documents (as defined in
the Credit Agreement). This Guaranty is a guaranty
of payment and not collection.
2. MAXIMUM
LIABILITY; SUCCESSIVE TRANSACTIONS; REVOCATION; OBLIGATION
UNDER OTHER GUARANTIES. The liability of Guarantor
shall not exceed at any time the sum of (a) Fifty Million
Dollars ($50,000,000), (b) all accrued and unpaid interest on
any Indebtedness, and (c) all costs and expenses pertaining
to the enforcement of this Guaranty and/or the collection of
the Indebtedness. Notwithstanding the foregoing,
Bank may permit the Indebtedness of Borrower to exceed
Guarantor's liability. This is a continuing
guaranty and all rights, powers and remedies hereunder shall
apply to all past, present and future Indebtedness of
Borrower to Bank, including that arising under 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, and notwithstanding the death, incapacity,
dissolution, liquidation or bankruptcy of Borrower or
Guarantor or any other event or proceeding affecting Borrower
or Guarantor. This Guaranty shall not apply to any
new Indebtedness created after actual receipt by Bank of
written notice of its revocation as to such new Indebtedness;
provided however, that loans or advances made by Bank to
Borrower after revocation under commitments existing prior to
receipt by Bank of such revocation, and extensions, renewals
or modifications, of any kind, of Indebtedness incurred by
Borrower or committed by Bank prior to receipt by Bank of
such revocation, shall not be considered new
Indebtedness. Any such notice must be sent to Bank
by registered U.S. mail, postage prepaid, addressed to its
office at 205 108 th
Avenue, NE, Suite 600 Bellevue, Washington 98004, or at such
other address as Bank shall from time to time
designate. Any payment by Guarantor shall not
reduce Guarantor's maximum obligation hereunder unless
written notice to that effect is actually received by Bank at
or prior to the time of such payment. The
obligations of Guarantor hereunder shall be in addition to
any obligations of Guarantor under any other guaranties of
any liabilities or obligations of Borrower or any other
persons heretofore or hereafter given to Bank unless said
other guaranties are expressly modified or revoked in
writing; and this Guaranty shall not, unless expressly herein
provided, affect or invalidate any such other
guaranties.
3. OBLIGATIONS
JOINT AND SEVERAL; SEPARATE ACTIONS; WAIVER OF STATUTE OF
LIMITATIONS; REINSTATEMENT OF LIABILITY. The
obligations hereunder are joint and several and independent
of the obligations of Borrower, and a separate action or
actions may be brought and prosecuted against Guarantor
whether action is brought against Borrower or any other
person, or whether Borrower or any other person is joined in
any such action or actions. Guarantor acknowledges
that this Guaranty is absolute and unconditional, there are
no conditions precedent to the effectiveness of this
Guaranty, and this Guaranty is in full force and effect and
is binding on Guarantor as of the date written below,
regardless of whether Bank obtains collateral or any
guaranties from others or takes any other action contemplated
by Guarantor. Guarantor waives the benefit of any
statute of limitations affecting Guarantor's liability
hereunder or the enforcement thereof, and Guarantor agrees
that any payment of any Indebtedness or other act which shall
toll any statute of limitations applicable thereto shall
similarly operate to toll such statute of limitations
applicable to Guarantor's liability hereunder. The
liability of Guarantor hereunder shall be reinstated and
revived and the rights of Bank shall continue if and to the
extent for any reason any amount at any time paid on account
of any Indebtedness guaranteed hereby is rescinded or must
otherwise be restored by Bank, whether as a result of any
proceedings in bankruptcy or reorganization or otherwise, all
as though such amount had not been paid. The
determination as to whether any amount so paid must be
rescinded or restored shall be made by Bank in its sole
discretion; provided however, that if Bank chooses to contest
any such matter at the request of Guarantor, Guarantor agrees
to indemnify and hold Bank harmless from and against all
costs and expenses, including reasonable attorneys' fees,
expended or incurred by Bank in connection therewith,
including without limitation, in any litigation with respect
thereto, but excluding all costs and expenses arising from
the gross negligence or willful misconduct of
Bank.
4. AUTHORIZATIONS
TO BANK. Guarantor authorizes Bank either before
or after revocation hereof, without notice to or demand on
Guarantor, and without affecting Guarantor's liability
hereunder, from time to time to: (a) alter,
compromise, renew, extend, accelerate or otherwise change the
time for payment of, or otherwise change the terms of the
Indebtedness or any portion thereof, including increase or
decrease of the rate of interest thereon; (b) take and hold
security for the payment of this Guaranty or the Indebtedness
or any portion thereof, and exchange, enforce, waive,
subordinate or release any such security, if any; (c) apply
such security, if any, and direct the order or manner of sale
thereof, including without limitation, a non-judicial sale
permitted by the terms of the controlling security agreement,
mortgage or deed of trust, as Bank in its discretion may
determine; (d) release or substitute any one or more of the
endorsers or any other guarantors of the Indebtedness, or any
portion thereof, or any other party thereto; and (e) apply
payments received by Bank from Borrower to any Indebtedness
of Borrower to Bank, in such order as Bank shall determine in
its sole discretion, whether or not such Indebtedness is
covered by this Guaranty, and Guarantor hereby waives any
provision of law regarding application of payments which
specifies otherwise. Bank may without notice
assign this Guaranty in whole or in part in connection with
any permitted assignment of its rights under the Credit
Agreement and the related promissory note.
5. REPRESENTATIONS
AND WARRANTIES. Guarantor represents and warrants
to Bank that: (a) this Guaranty is executed at Borrower's
request; (b) Bank has made no representation to Guarantor as
to the creditworthiness of Borrower; and (c) Guarantor has
established adequate means of obtaining from Borrower on a
continuing basis financial and other information pertaining
to Borrower's financial condition. Guarantor
agrees to keep adequately informed from such means of any
facts, events or circumstances which might in any way affect
Guarantor's risks hereunder, and Guarantor further agrees
that Bank shall have no obligation to disclose to Guarantor
any information or material about Borrower which is acquired
by Bank in any manner.
6. GUARANTOR'S
WAIVERS.
(a) Guarantor
waives any right to require Bank to: (i) proceed against
Borrower or any other person; (ii) marshal assets or
proceed against or exhaust any security, if any, held from
Borrower or any other person; (iii) give notice of the
terms, time and place of any public or private sale or other
disposition of personal property security, if any, held from
Borrower or any other person; (iv) take any other action or
pursue any other remedy in Bank's power; or (v) make any
presentment or demand for performance, or give any notice of
nonperformance, protest, notice of protest or notice of
dishonor hereunder or in connection with any obligations or
evidences of indebtedness held by Bank as security, if any,
for or which constitute in whole or in part the Indebtedness
guaranteed hereunder, or in connection with the creation of
new or additional Indebtedness.
(b) Guarantor
waives any defense to its obligations hereunder based upon or
arising by reason of: (i) any disability or other defense of
Borrower or any other person; (ii) the cessation or
limitation from any cause whatsoever, other than, in the case
of clauses (i) and (ii) payment in full, of the Indebtedness
of Borrower or any other person; (iii) any lack of authority
of any officer, director, partner, agent or any other person
acting or purporting to act on behalf of Borrower which is a
corporation, partnership or other type of entity, or any
defect in the formation of Borrower; (iv) the application by
Borrower of the proceeds of any
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