EXHIBIT 99.2
GUARANTY
THIS GUARANTY, executed this 29th day of April, 1998, by HEARTLAND
TECHNOLOGY, INC. (hereinafter "Guarantor") in favor of ZECAL, INC. ("Zecal"
which term shall include Zecal and any successor or assign of Zecal):
W I T N E S S E T H:
WHEREAS, Zecal has sold substantially all of its assets (the "Assets")
to Zecal Corp. a wholly owned subsidiary of PG DESIGN ELECTRONICS, INC. ("PG
Design"), which is a wholly-owned subsidiary of the Guarantor, pursuant to
Acquisition Agreement dated January 29, 1998, and as part of that sale, Zecal
Corp. has executed a Promissory Note in the principal amount of One Million One
Hundred Thousand ($1,100,000.00) Dollars (the "Note"); and
WHEREAS, as a condition of the sale of those Assets, Zecal has required
the unconditional guaranty of the Guarantor; and
WHEREAS, Guarantor is the sole shareholder of PG Design which is the
sole shareholder of Zecal Corp. and desires to unconditionally guaranty the
payment of such Note;
NOW, THEREFORE, for and in consideration of the above described sale of
the Assets of Zecal to Zecal Corp., Guarantor hereby unconditionally guarantees
to Zecal full and complete payment when due, whether by acceleration or
otherwise, of all indebtedness of Zecal Corp. to Zecal arising under the Note,
and all costs of collecting such indebtedness, including reasonable attorneys'
fees and disbursements.
Guarantor hereby waives notice of acceptance of this Guaranty and
presentment, demand, protest, notice of protest, diligence in collecting any
such indebtedness, and agrees that Zecal, without notice to Guarantor, may
modify the terms of the indebtedness, compromise, extend, renew, or forbear to
enforce payment of any part of all of any such indebtedness, without affecting
in any manner its unconditional obligation under this Guaranty.
Guarantor agrees that no security now or hereafter held by Zecal for
the payment of such indebtedness, whether in the nature of a security interest,
pledge, lien, assignment, set off, suretyship, guaranty, indemnity, insurance or
otherwise, shall affect in any manner Guarantor's unconditional obligation under
this Guaranty, and that Zecal, in its sole discretion, without notice to
Guarantor, may release, exchange, enforce and otherwise deal with any such
security without affecting in any manner Guarantor's unconditional obligation
under this Guaranty.
Guarantor hereby waives any and all legal requirements that Zecal
institute any action or proceeding at law or in equity against Zecal Corp., or
anyone else, or exhaust its remedies against Zecal Corp. or anyone else, with
respect to the Note or with respect to any security held by Zecal, as a
condition precedent to bringing an action against the Guarantor upon this
Guaranty, and Guarantor expressly agrees that the validity of this Guaranty, and
the obligations and liabilities of the Guarantor hereunder, shall in no way be
terminated, affected or released by any action of Zecal, including any
concession, indulgence, waiver or otherwise.
Guarantor shall not be released from its obligations hereunder by any
act or thing which might, but for this provision of this Guaranty, be deemed a
legal or equitable discharge of a guarantor or surety, or by reason of any
waiver, extension, modification, forbearance or delay or other act or omission
of Zecal, or its or their failure to proceed promptly or otherwise, or by reason
of any action taken or omitted, or circumstances which may or might vary the
risk of or effect the rights or remedies of the Guarantor, or by reason of any
further dealings between Zecal Corp. and Zecal, relating to the Note, or
otherwise, and the Guarantor hereby expressly waives and surrenders any defense
to its liability hereunder based upon any of the foregoing acts, omissions,
things, agreements or waivers or any of them; it being the purpose and intent of
the parties hereto that the obligations of the Guarantor hereunder are absolute
and unconditional under any and all circumstances.
Notwithstanding any provision of this Guaranty or any other agreements
to the contrary, if the Guarantor is or becomes an "insider" or "affiliate" (as
defined in Xxxxxxx 000 xx Xxxxx 00, Xxxxxx Xxxxxx Code, as the name may be
amended from time to time ["Bankruptcy Code"]) with respect to Zecal Corp., then
Guarantor irrevocably and absolutely waives any and all rights of subrogation,
contribution, indemnification, recourse, reimbursement and any similar rights
against Zecal Corp. with respect to this Guaranty, whether such rights arise
under an express or implied contract or by operation of law, it being the
intention of Zecal, Zecal Corp. and Guarantor that Guarantor shall not be (or be
deemed to be) a "creditor" (as defined in the Bankruptcy Code) of Zecal Corp.
(or any other guarantor) by reason of the existence of this Guaranty in the
event that Zecal Corp. becomes a debtor in a proceedings under the Bankruptcy
Code. Guarantor warrants and agrees that none of Zecal's rights, remedies or
interests shall be directly or indirectly impaired because of its status as an
"insider" or "affiliate" of Zecal Corp. and Guarantor shall take such action,
and shall execute any document which Zecal may request in order to effectuate
this warranty.
The obligations under this Guaranty may not be assigned or transferred
by Guarantor without the express written consent of Zecal.
IN WITHESS WHEREOF, the Guarantor has executed this Guaranty on the day
and year first above written.
HEARTLAND TECHNOLOGY, INC.
By: /s/ Xxxx X. Xxxxxxxxxx
