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EXHIBIT 10.2
GUARANTY
This Guaranty is made as of the 26th day of May, 1998, by Technitrol, Inc.
("Guarantor") in favor of GTI Corporation. ("GTI").
Background
WHEREAS, Technitrol International, Inc. ("Teco International"), a wholly
owned subsidiary of Guarantor, entered into an Agreement and Plan of Merger with
Technitrol Acquisition, Inc., a Delaware corporation ("Teco Sub") and GTI on May
26, 1998 (the "Merger Agreement") pursuant to which Teco Sub will be merged with
and into GTI;
WHEREAS, in order to induce GTI to enter into the Merger Agreement,
Guarantor agreed to enter into and deliver this Guaranty to GTI;
NOW, THEREFORE, in consideration of the premises, and for other good and
valuable consideration, Guarantor hereby agrees as follows:
1. In order to induce GTI to enter into the Merger Agreement, Guarantor
hereby, unconditionally and irrevocably guarantees to (i) GTI the prompt and
complete payment and performance, when due, of all liabilities and obligations
of Teco International to GTI arising under, pursuant to or in connection with
the Merger Agreement (the "GTI Guaranteed Liabilities") and (ii) the Indemnified
Persons (as defined in Section 4.11 of the Merger Agreement) the prompt and
complete payment and performance, when due, of all liabilities and obligations
of Teco International to GTI arising under, pursuant to or in connection with
Section 4.11 of the Merger Agreement (the "Indemnified Persons Guaranteed
Liabilities" and together with the GTI Guaranteed Liabilities, the "Guaranteed
Liabilities") . The guaranty provided for herein constitutes a guaranty of
payment and not of collection.
2. Guarantor hereby waives notice of acceptance of this Guaranty and notice
of any Guaranteed Liability to which it may apply, and waives presentment,
demand for payment, protest, notice of dishonor or non-payment of any other such
Guaranteed Liability, notice of any suit or the taking of other action by GTI
against, and any other notice to, Teco International. Until all of the
Guaranteed Liabilities shall have been irrevocably paid in full, the Guarantor
shall have no right of subrogation.
3. GTI may at any time and from time to time without notice to or consent
of Guarantor and without impairing or releasing the absolute and unconditional
obligations of Guarantor hereunder: (i) agree to any change in the terms of any
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Guaranteed Liability pursuant to the terms of the Merger Agreement, (ii) take or
fail to take any action of any kind in respect of any security for any
Guaranteed Liability, (iii) exercise or refrain from exercising any rights
against Teco International or others, or (iv) compromise or subordinate any
Guaranteed Liability including any security therefor. In addition, the liability
of Guarantor hereunder shall be absolute and unconditional irrespective of: (A)
any lack of validity or enforceability of any Guaranteed Liability or any
agreement or instrument relating to any Guaranteed Liability, (B) any law,
regulation or order now or hereafter in effect in any jurisdiction affecting any
of the terms of the Guaranteed Liability or GTI's rights hereunder or (C) any
other circumstances, not referred to earlier in this Guaranty, which might
otherwise constitute a defense available to, or a discharge of, Guarantor in
respect of this Guaranty.
4. This Guaranty shall continue in full force and effect until all
Guaranteed Liabilities have been irrevocably satisfied in full. Guarantor agrees
that this Guaranty shall continue to be effective or be reinstated, as the case
may be, if at any time payment or performance (or any part thereof) of any
Guaranteed Liability, or interest thereon, is rescinded or must otherwise be
restored or returned by GTI or an Indemnified Person due to any bankruptcy,
insolvency, reorganization, liquidation or receivership laws or otherwise.
5. This Guaranty will be governed by Delaware law (excluding laws with
respect to choice of laws).
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IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of the day and
year first above written.
TECHNITROL, INC.
By: /s/ XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx
Chief Executive Officer
