Guaranty - Amtech Corp. and Cardkey Systems Inc.
GUARANTY
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August 1, 1995
For valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and to induce Cardkey Systems, Inc. an Oregon corporation
("Creditor"), to accept a Promissory Note in the original principal amount of
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$6,000,000 (herein, together with any renewal, extension, refunding, or
refinancing thereof, called the "Note ) issued by Viking Acquisition Company, a
Delaware corporation, which will be renamed "Cardkey Systems, Inc." (the
"Company"), payable to the Creditor, pursuant to a Purchase Agreement, dated as
of June 20, 1995 (herein, as modified or amended from time to time, called the
"Purchase Agreement") among the Creditor, the undersigned Amtech Corporation, a
Texas corporation (the "Guarantor"), Cardkey Systems, Ltd., a United Kingdom
corporation, Cardkey Sicherheitssysteme GmbH, a German corporation, and Assa
Abloy AB, a Swedish corporation, the Guarantor hereby unconditionally guarantees
to the Creditor and its successors and assigns that the principal of the Note
(hereinafter called the "Guaranteed Debt") will, be promptly paid in full when
due in accordance with its terms, by acceleration or otherwise, or if renewed or
extended, in accordance with the terms of such renewal or extension.
The obligations of the Guarantor hereunder shall be unconditional
irrespective of (a) the genuineness, validity, regularity, or enforceability of
any of the Guaranteed Debt, (b) any modification, amendment or variation in or
addition to the terms of any of the Guaranteed Debt or any covenants in respect
thereof or any security therefor, (c) any extension of time for performance or
waiver of performance of any covenant of the Guarantor or any failure or
omission to enforce any right, (d) any taking, exchange, surrender, release, or
other dealing with any collateral therefor, or (e) any other circumstance which
may or might in any manner constitute a legal or equitable discharge of a surety
or guarantor, it being the intent hereof that the obligations of the Guarantor
hereunder shall be absolute and unconditional under any and all circumstances
and shall not be discharged except by payment as herein provided.
The Guarantor hereby waives diligence, presentment, demand, protest, and
all notices whatsoever (including notice of acceptance of this Guaranty and of
the incurrence of any Guaranteed Debt).
The Guarantor hereby waives any and all rights of subrogation with respect
to this Guaranty until such time as the Guaranteed Debt has been paid in full.
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Guaranty
August 1, 1995
This Guaranty and all rights and obligations arising hereunder shall be
governed by the law of New York and may not be modified except in writing.
IN WITNESS WHEREOF, this instrument has been executed by the undersigned as
of the date first set forth above.
AMTECH CORPORATION
By: /s/ Ronald A. Woessner
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Ronald A. Woessner,
Vice President & General Counsel
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