GUARANTEE AGREEMENT
Thermo Electron Corporation, a Delaware corporation ("Thermo
Electron"), and ThermoLyte Corporation, a Delaware corporation
("TLT"), agree as follows:
WHEREAS, TLT plans to issue and sell in a private placement
up to 1,845,000 shares of Common Stock (the "TLT Common Stock")
and 1,845,000 redemption rights providing the holder the right to
require TLT to repurchase TLT Common Stock during certain annual
exercise periods (the "Redemption Rights"); and
WHEREAS, such sale of TLT Common Stock will be materially
enhanced by the existence of a subordinated guarantee by Thermo
Electron of the Redemption Rights.
NOW, THEREFORE, Thermo Electron and TLT do hereby covenant
and agree as follows:
Article 1. Thermo Electron agrees to guarantee as
provided in the Guarantee dated the date hereof and attached
hereto as Exhibit A, on a subordinated basis, the due and
punctual payment of any amounts due from TLT to its holders of
Common Stock pursuant to the Redemption Rights. For purposes of
this Agreement, all of the Guarantees of the Redemption Rights
referred to in the preceding sentence shall be referred to as the
"Guaranty."
Article 2. The text of the Guaranty shall be endorsed on
the back of each Redemption Right certificate and shall be
executed by duly authorized officer of Thermo Electron, which
execution shall be attested. Such signatures may be manual or
facsimile.
Article 3. Upon the failure or prospective failure of
TLT to meet its redemption obligations during any Annual
Redemption Period, as that term is defined in the Redemption
Rights, TLT shall deliver to Thermo Electron, a statement of the
failure or prospective failure of TLT to meets its obligations
and the correct amount to be paid in respect of such redemption.
This statement shall be delivered at the earliest practicable
time. Failure of TLT to deliver such a statement shall not
relieve Thermo Electron of its obligations under this Agreement
or the Guaranty.
Article 4. This Agreement may be amended only by written
amendment signed by both parties and no such amendment that is
materially adverse to the rights of any holder of the Redemption
Rights shall be effective against the holders of the Redemption
Rights without the consent of a two-thirds in interest of such
holders other than Thermo Electron, its subsidiaries, any other
corporation owning a majority of the Common Stock of TLT or any
other entity that is not a natural person and that is an
PAGE
"affiliate" (as that term is defined in Rule 405 under the
Securities Act of 1933) of Thermo Electron Corporation or such
other entity.
Article 5. This Agreement is effective as of the 7th day
of March, 1995 and shall terminate on the date that the
redemption obligations of TLT under the Redemption Rights have
been satisfied in full.
Article 6. This Agreement has been entered into by TLT
and Thermo Electron for the benefit of the holders of the
Redemption Rights and such holders are third party beneficiaries
hereof.
Executed as a sealed instrument.
THERMOLYTE CORPORATION
By: Xxxxxxxx X. Xxxxxxxxx
THERMO ELECTRON CORPORATION
By: Xxxxxxxx X. Xxxxxxx
