Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report 65± 314K
5: EX-2 Plan of Acquisition, Reorganization, Arrangement, 13± 60K
Liquidation or Succession
6: EX-4 Instrument Defining the Rights of Security Holders 122± 482K
7: EX-10 Material Contract 4± 17K
8: EX-10 Material Contract 4± 19K
9: EX-10 Material Contract 3± 13K
10: EX-10 Material Contract 20± 92K
11: EX-10 Material Contract 35± 160K
12: EX-10 Material Contract 6± 27K
13: EX-10 Material Contract 7± 35K
14: EX-10 Material Contract 58± 225K
15: EX-10 Material Contract 3± 13K
16: EX-10 Material Contract 1 10K
2: EX-11 Statement re: Computation of Earnings Per Share 2 8K
3: EX-22 Published Report Regarding Matters Submitted to a 2 7K
Vote of Security Holders
4: EX-23 Consent of Experts or Counsel 2 8K
17: EX-27 Financial Data Schedule (Pre-XBRL) 1 8K
EX-10 — Material Contract
EXHIBIT 10.80
GUARANTY
For and in consideration of all claims which
Dresdner Bank Aktiengesellschaft and/or any of
its domestic and/or foreign offices and branches
(hereinafter referred to as "Bank") now has or
which it may hereafter have against
Wibau-Astec Maschinenfabrik GmbH (Principal
Debtor)
based on the mutual business relationship
(including but not limited to those arising from
current accounts and bills of exchange), we hereby
unconditionally and irrevocably guarantee without
any time limitation the punctual payment to the
Bank of the indebtedness and obligations of the
Principal Debtor up to a maximum amount of
DM 7,500,000,
in letters: Seven Million Five hundred thousand
Deutsch Marks
plus accrued interest, commissions, expenses and
all costs. The maximum amount stated above is
increased from time to time to the extent that,
upon balancing the account, interest, commissions,
costs and expenses are added to the principal and
the newly arrived aggregate principal exceeds the
previous maximum amount of this guaranty.
Our guaranty is given in order to induce the Bank
to grant to the Principal Debtor in its discretion
future loans or other credits, to extend the period
or other terms of existing credits, to forbear the
exercise of possible rights of premature
termination or changes in conditions and for other
good and valid business considerations.
We hereby waive (i) promptness, diligence,
presentment, demand of payment and protest; (ii)
all notices (whether of non-payment, dishonor,
protest or otherwise) with respect to the
guaranteed obligations; (iii) notice of acceptance of
this guaranty; (iv) any requirement that the Bank
exhaust any right or take any action against the
Principal Debtor, any other obligor in respect of
the guaranteed obligations or any other person or
any collateral.
This is a continuing guaranty which shall remain
in effect up to its full aggregate amount until the
Bank's claims are fully satisfied, even in the event
(i) of the death, bankruptcy, dissolution, winding
up or any other procedure with a similar effect of
the Principal Debtor or (ii) the Bank grants the
Principal Debtor an extension or (iii) waives any
security (including but not limited to liens or other
collateral) securing its claims against the Principal
Debtor, regardless whether such rights, liens or
securities are already in existence or subsequently
arise. Moreover, no defenses shall arise against
claims based on this guaranty due to the fact that
the Bank grants new credits to the Principal
Debtor, delays the collection of the guaranteed
claims or consents to a judicial composition.
Our liability based on this guaranty shall not be
affected by termination of our position as partner
or shareholder of the Principal Debtor and shall
also continue to be fully effective in case of a
merger or an amalgamation of the Principal
Debtor.
This guaranty shall not be affected by any
circumstance affecting the obligations of the
Principal Debtor to meet its liabilities or by any
alteration in its statutes or by any defect in, or
irregular exercises of the borrowing powers of the
Principal Debtor or the invalidity of or defect in
any document or security delivered to the Bank.
This guaranty shall not be affected by temporary
repayment of the guaranteed obligations by the
Principal Debtor as long as the credit arrangement
continues and/or a current account is maintained
with the Bank; payments made by the Principal
Debtor shall reduce our obligations under this
guaranty only to the extent the remaining claims
of the Bank fall below the amount covered by this
guaranty. We hereby waive the benefits of any
right of set-off or counterclaim.
We will not exercise any rights which we may
acquire by way of subrogation until all the
obligations to the Bank shall have been paid in
full. If any amount shall be paid to us in violation
of the preceding sentence, such amount shall be
held in trust for the benefit of the Bank and shall
forthwith be paid to the Bank to be credited and
applied to the obligations, whether matured or
unmatured.
We hereby represent and warrant that our
obligation in respect of this guaranty has been
duly authorized by all corporate, legislative,
administrative and other governmental action, and
that we have obtained all such authorizations and
approvals, given such notices and made such
filings and taken such other actions as may be
necessary to ensure the enforceability of our
obligations under this guaranty in accordance with
its terms.
We will pay to the Bank on demand all costs and
expenses (including but not limited to attorney's
fees) incurred by the Bank in connection with the
enforcement of our obligations hereunder.
This guaranty shall be binding upon our
heirs/successors.
This guaranty is subject to the General Business
Conditions of the Bank which are attached hereto
on which we have duly countersigned.
Should any provision contained in this guaranty be
found invalid, such invalidity shall not affect the
validity of the remaining provisions of this
guaranty which shall continue in full force and
effect.
The place of performance and jurisdictional venue
for all obligations arising from this guaranty shall
be Frankfurt am Main; the courts of this venue
shall have exclusive jurisdiction for claims against
the Bank. The Bank, however, shall also be entitled
in its discretion to assert its claims resulting from
this guaranty at our legal domicile/seat.
All rights and obligations resulting from this
guaranty shall be subject to the laws of the
Federal Republic of Germany.
IN WITNESS WHEREOF, the guarantor, Astec
Industries, Inc., a corporation organized and
existing under and by virtue of the laws of the
state of Tennessee, has pursuant to a resolution of
the board caused this instrument to be duly
executed in its name, on its behalf and under its
corporate seal, signed by its president and
secretary, and delivered to the Bank this 22nd day
of December, 1993.
Chattanooga, Tennessee (place of issue)
Astec Industries, Inc. (Guarantor)
P.O. Box 72787
Chattanooga, TN
Albert E. Guth
Senior Vice President
Albert E. Guth
Secretary
2 Subsequent Filings that Reference this Filing
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