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GUARANTY

Guarantee Agreement

GUARANTY | Document Parties: EVANS &| SUTHERLAND COMPUTER CORP | FIRST KEYSTONE BANK You are currently viewing:
This Guarantee Agreement involves

EVANS &| SUTHERLAND COMPUTER CORP | FIRST KEYSTONE BANK

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Title: GUARANTY
Governing Law: Pennsylvania     Date: 4/2/2007
Industry: Computer Peripherals     Sector: Technology

GUARANTY, Parties: evans &, sutherland computer corp , first keystone bank
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EXHIBIT 10.30

GUARANTY

THIS GUARANTY is made this  30 th   day of March , 2007 , by  EVANS & SUTHERLAND COMPUTER CORPORATION , a Utah corporation (hereinafter the “Guarantor”).

W I T N E S S E T H:

WHEREAS , SPITZ, INC. , a Delaware corporation (hereinafter the “Borrower”), has executed and delivered to FIRST KEYSTONE BANK (hereinafter the “Lender”), a Mortgage Note in the original principal sum of Three Million Two Hundred Thousand Dollars ($3,200,000.00) (the “Note”) made by Borrower and Transnational Industries, Inc., a Delaware corporation (“Transnational”) and delivered to Lender on January 14, 2004, evidencing a loan (the “Loan”) to finance Borrower’s acquisition of the premises known as Route 1, Chadds Ford Township, Delaware County, Pennsylvania,  being Folio No. 04-00-00034-02 and operated by Borrower as its principal business office (the “Real Estate”).  The Loan is further evidenced by that certain Loan Agreement between Borrower, Transnational and Lender dated January 14, 2004 (the “Loan Agreement”); and

WHEREAS , the Loan is secured by, among other things, that certain Open-End Mortgage and Security Agreement dated January 14, 2004 (the “Mortgage”) encumbering the Real Estate; and

WHEREAS, on or about April 28, 2006, Transnational sold all of Transnational’s one hundred percent (100%) ownership interest in and to Borrower to Guarantor; and

WHEREAS, in connection with the origination of a line of credit and the sale by Transnational of all of Transnational’s interests in and to Borrower, Lender released Transnational as a co-borrower under the Loan; and

WHEREAS, the Loan Agreement sets forth certain financial covenants of the Borrower, including without limitation a covenant to deliver to Lender within ninety (90) days following the end of Borrower’s fiscal year and each fiscal quarter, respectively, a copy of the Borrower’s Annual Report on Form 10-KSB and quarterly report on Form 10-QSB, (the “Financials”), and a covenant to provide Lender, within thirty (30) days of the date the same are due for filing, copies

 



 

of Borrower’s Federal Income Tax Returns (the “Tax Returns”); and

WHEREAS, Guarantor is a publicly traded company and, pursuant to that certain First Modification Agreement dated even date herewith (the “First Modification Agreement”), Guarantor has agreed to provide to Lender Bank, within ninety (90) days following the end of Guarantor’s fiscal year and each fiscal quarter, respectively, in each year, Guarantor’s Annual Report on Form 10-K and quarterly report on Form 10-Q; and

WHEREAS, as a wholly owned subsidiary of Guarantor, Borrower is no longer required to prepare separate audited financials or file a separate income tax return and Borrower and Guarantor have requested that Lender waive the requirement that Financials and Tax Returns be provided; and

WHEREAS , Lender has agreed to waive the requirement that Financials and Tax Returns be provided in consideration, among other things, of the covenants and obligations made and assumed by Guarantor as herein set forth; and

WHEREAS , the outstanding principal balance of the Note, together with interest and all other sums due or to become due thereunder is referred to herein as the “Indebtedness”; and

WHEREAS , Guarantor has agreed to make this Guaranty in consideration of the agreement of Lender to modify the Loan as more fully set forth in the First Modification Agreement; and

WHEREAS , in order to induce Lender to enter into the First Modification Agreement, the Guarantor herein executes this Guaranty.

NOW THEREFORE , for good and valuable consideration, intending to be legally bound hereby, Guarantor agrees as follows:

1.             Guaranty of Performance .  Guarantor absolutely and unconditionally, jointly and severally, guarantees to Lender the payment and performance of the conditions of the Note, pursuant to the terms and conditions set forth therein, together with all reasonable legal and other expenses of collection, and hereby expressly and unconditionally waives demand, notice of presentment and non-payment, protest and notice of protest, of the Note, and agrees that the time for payment thereof may be extended by Lender without notice to or further consent from the Guarantor.  Guarantor further agrees to pay the full unpaid principal, interest and other charges due under the Note when owing immediately upon written notice of an Event of Default as to any

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one or more of the terms and conditions of the Note, First Modification Agreement, Mortgage, Loan Agreement or any other document executed by Borrower and/or Guarantor and delivered to Lender in connection with the Loan (collectively referred to herein as the “Loan Documents”), it being agreed between the parties hereto that the full balance when due and owing on the Note shall become due and payable upon acceleration by the Lender in accordance with the terms of the Note.

2.             No Waiver .  Any waiver by Lender of an Event of Default under the Loan Documents, and any failure on the part of Lender to enforce its rights against Borrower, or its successors or assigns, shall not affect the absolute and unconditional liability of the Guarantor.  Any extensions of time granted by Lender to Borrower, or its successors or assigns, shall not release the Guarantor from its obligations hereunder.

3.             Actions Not Affecting Guarantor s Liability .  In addition to (but not in limitation of) all of the foregoing provisions, Lender may take any of the following actions (with or without notice to the Guarantor) without affecting the liability of the Guarantor in any way:

a.             release, exchange, increase or decrease, or surrender all or any part of the security held by it for the Indebtedness, or substitute new security for all or any portion thereof, whether or not the new security shall be equal in value with the security substituted;

b.             recast, extend or modify all or any portion of the Indebtedness;

c.             grant waivers, extensions, renewals or other indulgences under the Note;

d.             modify or amend any of the terms, provisions or agreements contained in the Note

e.             vary, exchange, release or discharge, wholly or partially, or delay in or abstain from perfecting or enforcing any security or guaranty of the Note;

f.              accept partial payment or performance of the Note from the Borrower; or

g.             compromise or make any settlement or other arrangement with the Borrower.

4.             Direct Proceedings Against Guarantor .  This shall be an agreement of suretyship as well as of guaranty.  Liability on this Guaranty shall not be conditional or contingent upon the pursuance by Lender or anyone else of whatever remedies it may have against Borrower, or its successors or assigns, nor shall Lender be required to foreclose, exhaust,

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or in any other way look for the security which it now has or which it may obtain or in the future may acquire. Not in limitation of the generality of the foregoing, the liability of Guarantor hereunder shall remain effective and enforceable even though Borrower’s liability under the Note may be unenforceable, or recovery against the Borrower may be barred by the statute of limitations or otherwise, it being further understood and agreed that Guarantor waives any defense arising by reason of any disability or other defense of Borrower or by reason of the cessation from any cause whatsoever of the liability of Borrower.   The obligations and liabilities of Guarantor hereunder and any other guarantor/surety of the Borrower’s liabilities and obligations under the Note, the First Modification Agreement, the Mortgage and other Loan Documents, and all extensions, modifications and/or renewals thereof, shall be joint and several.

5.             Extensions or Renewals .  Liability of the Guarantor hereunder shall be a continuing one and shall extend to any and all notes or other evidences of indebtedness which may be given in extension, modification, increase or renewal of the present indebtedness of the Borrower evidenced by the Note.

6.             Representations and Warranties   The Guarantor hereby represents and warrants that:

a.             The Guarantor has no offsets, counterclaims or defenses against the Indebtedness or this Guaranty, and has the legal capacity to enter into this Guaranty and to perform Guarantor’s obligations hereunder.

b.             This Guaranty constitutes the legal, valid and binding obligation of the Guarantor enforceable against Guarantor in accordance with its terms.

c.             There is no action, suit, proceeding, inquiry or investigation, at law or in equity, or before or by any court, public board or body, pending, or within the knowledge of the Guarantor threatened, wherein an unfavorable decision, ruling or finding would adversely affect the validity or enforceability of this Guaranty or any of the Loan Documents.

d.             Neither the execution and delivery of this Guaranty, the consummation of the transactions contemplated hereunder nor the fulfillment of or compliance with the terms and conditions obtained herein is prevented or limited by, or would be prevented or limited by, or conflict with, or breach, the terms, conditions or provisions of any law, rule, regulations, order of any court or governmental agency, or any evidence of indebtedness, agreement or instrument of

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whatever nature to which the Guarantor (or any company, corporation or other business entity controlled by the Guarantor or affiliated with any one of them) is now a p


 
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