1
EXHIBIT 2.3
GUARANTY
In consideration of the execution of that certain Lease Agreement between
Microsoft Corporation, a Washington corporation ("Landlord") as landlord, and
Spacelabs Medical, Inc., a California corporation ("Tenant"), as tenant (the
"Lease") of even date herewith, affecting premises more particularly described
therein and commonly known as 15120 and 15220 N.E. 40th, Redmond, Washington,
the undersigned ("Guarantor") hereby guarantees to Landlord, and its successors
and assigns, the performance of all obligations of the Tenant under the Lease,
including, without limitation, the payment of all rent and other sums payable by
Tenant under the Lease, and agrees to pay to Landlord all damages that may arise
in consequence of any default by Tenant under the Lease, including, without
limitation, all reasonable attorneys' fees incurred by Landlord in connection
with any default by Tenant under the Lease or in connection with the enforcement
of this Guaranty.
This Guaranty is an absolute and unconditional guaranty of payment and of
performance. It shall be enforceable against Guarantor without the necessity of
any suit or proceedings on the Landlord's part against the Tenant or its
successors and assigns, and without the necessity of any notice of non-payment,
non-performance, or non-observance, or of any notice of acceptance of this
Guaranty, or of any other notice or demand to which the Guarantor might
otherwise be entitled, all of which Guarantor hereby waives. Guarantor agrees
that this Guaranty and the obligations of the Guarantor hereunder shall not be
terminated, affected, diminished, or impaired by reason of (i) any failure by
Landlord to assert against Tenant or its successors or assigns any right or
remedy Landlord may have, (ii) any assignment, renewal, modification or
extension of the Lease, (iii) any waiver by Landlord of any term or provision of
the Lease, (iv) any bankruptcy or insolvency of Tenant, or its successors or
assigns, or (v) any dealings or transactions between Landlord and Tenant,
whether or not Guarantor has consented to or received notice of any of the
foregoing.
Dated: September 12, 2001.
SPACELABS MEDICAL, INC., a Delaware
corporation
By
--------------------------------
