exhibit10_8.htm


     

    CONTINUING
      GUARANTY

    


    


    TO:           WELLS
      FARGO BANK, NATIONAL ASSOCIATION

    


    1.           GUARANTY;
      DEFINITIONS.  In consideration of any credit or other financial
      accommodation heretofore, now or hereafter extended or made to Intermec, Inc.
      ("Borrower") by WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank"), pursuant to
      that certain Credit Agreement by and between Borrower and Bank, dated as of
      the
      date hereof (as the same may be amended from time to time, the “Credit
      Agreement), and for other valuable consideration, the undersigned INTERMEC
      IP
      CORP. ("Guarantor"), jointly and severally unconditionally guarantees and
      promises to pay to Bank, or order, on demand in lawful money of the United
      States of America and in immediately available funds, any and all Indebtedness
      of Borrower to Bank.  The term "Indebtedness" is used herein in its
      most comprehensive sense and includes any and all advances, debts, obligations
      and liabilities of Borrower heretofore, now or hereafter made, incurred or
      created, whether voluntary or involuntary and however arising, whether due
      or
      not due, absolute or contingent, liquidated or unliquidated, determined or
      undetermined, or whether recovery upon such Indebtedness may be or hereafter
      becomes unenforceable, in each case pursuant to the Credit Agreement and the
      Loan Documents (as defined in the Credit Agreement).  This Guaranty is
      a guaranty of payment and not collection.

    


    2.           MAXIMUM
      LIABILITY; SUCCESSIVE TRANSACTIONS; REVOCATION; OBLIGATION UNDER OTHER
      GUARANTIES.  The liability of Guarantor shall not exceed at any time
      the sum of (a) Fifty Million Dollars ($50,000,000), (b) all accrued and unpaid
      interest on any Indebtedness, and (c) all costs and expenses pertaining to
      the
      enforcement of this Guaranty and/or the collection of the
      Indebtedness.  Notwithstanding the foregoing, Bank may permit the
      Indebtedness of Borrower to exceed Guarantor's liability.  This is a
      continuing guaranty and all rights, powers and remedies hereunder shall apply
      to
      all past, present and future Indebtedness of Borrower to Bank, including that
      arising under successive transactions which shall either continue the
      Indebtedness, increase or decrease it, or from time to time create new
      Indebtedness after all or any prior Indebtedness has been satisfied, and
      notwithstanding the death, incapacity, dissolution, liquidation or bankruptcy
      of
      Borrower or Guarantor or any other event or proceeding affecting Borrower or
      Guarantor.  This Guaranty shall not apply to any new Indebtedness
      created after actual receipt by Bank of written notice of its revocation as
      to
      such new Indebtedness; provided however, that loans or advances made by Bank
      to
      Borrower after revocation under commitments existing prior to receipt by Bank
      of
      such revocation, and extensions, renewals or modifications, of any kind, of
      Indebtedness incurred by Borrower or committed by Bank prior to receipt by
      Bank
      of such revocation, shall not be considered new Indebtedness.  Any
      such notice must be sent to Bank by registered U.S. mail, postage prepaid,
      addressed to its office at 205 108th Avenue,
      NE, Suite
      600 Bellevue, Washington 98004, or at such other address as Bank shall from
      time
      to time designate.  Any payment by Guarantor shall not reduce
      Guarantor's maximum obligation hereunder unless written notice to that effect
      is
      actually received by Bank at or prior to the time of such
      payment.  The obligations of Guarantor hereunder shall be in addition
      to any obligations of Guarantor under any other guaranties of any liabilities
      or
      obligations of Borrower or any other persons heretofore or hereafter given
      to
      Bank unless said other guaranties are expressly modified or revoked in writing;
      and this Guaranty shall not, unless expressly herein provided, affect or
      invalidate any such other guaranties.

    


    3.           OBLIGATIONS
      JOINT AND SEVERAL; SEPARATE ACTIONS; WAIVER OF STATUTE OF LIMITATIONS;
      REINSTATEMENT OF LIABILITY.  The obligations hereunder are joint and
      several and independent of the obligations of Borrower, and a separate action
      or
      actions may be brought and prosecuted against Guarantor whether action is
      brought against Borrower or any other person, or whether Borrower or any other
      person is joined in any such action or actions.  Guarantor
      acknowledges that this Guaranty is absolute and unconditional, there are no
      conditions precedent to the effectiveness of this Guaranty, and this Guaranty
      is
      in full force and effect and is binding on Guarantor as of the date written
      below, regardless of whether Bank obtains collateral or any guaranties from
      others or takes any other action contemplated by Guarantor.  Guarantor
      waives the benefit of any statute of limitations affecting Guarantor's liability
      hereunder or the enforcement thereof, and Guarantor agrees that any payment
      of
      any Indebtedness or other act which shall toll any statute of limitations
      applicable thereto shall similarly operate to toll such statute of limitations
      applicable to Guarantor's liability hereunder.  The liability of
      Guarantor hereunder shall be reinstated and revived and the rights of Bank
      shall
      continue if and to the extent for any reason any amount at any time paid on
      account of any Indebtedness guaranteed hereby is rescinded or must otherwise
      be
      restored by Bank, whether as a result of any proceedings in bankruptcy or
      reorganization or otherwise, all as though such amount had not been
      paid.  The determination as to whether any amount so paid must be
      rescinded or restored shall be made by Bank in its sole discretion; provided
      however, that if Bank chooses to contest any such matter at the request of
      Guarantor, Guarantor agrees to indemnify and hold Bank harmless from and against
      all costs and expenses, including reasonable attorneys' fees, expended or
      incurred by Bank in connection therewith, including without limitation, in
      any
      litigation with respect thereto, but excluding all costs and expenses arising
      from the gross negligence or willful misconduct of Bank.

    


    4.           AUTHORIZATIONS
      TO BANK.  Guarantor authorizes Bank either before or after revocation
      hereof, without notice to or demand on Guarantor, and without affecting
      Guarantor's liability hereunder, from time to time to:  (a) alter,
      compromise, renew, extend, accelerate or otherwise change the time for payment
      of, or otherwise change the terms of the Indebtedness or any portion thereof,
      including increase or decrease of the rate of interest thereon; (b) take and
      hold security for the payment of this Guaranty or the Indebtedness or any
      portion thereof, and exchange, enforce, waive, subordinate or release any such
      security, if any; (c) apply such security, if any, and direct the order or
      manner of sale thereof, including without limitation, a non-judicial sale
      permitted by the terms of the controlling security agreement, mortgage or deed
      of trust, as Bank in its discretion may determine; (d) release or substitute
      any
      one or more of the endorsers or any other guarantors of the Indebtedness, or
      any
      portion thereof, or any other party thereto; and (e) apply payments received
      by
      Bank from Borrower to any Indebtedness of Borrower to Bank, in such order as
      Bank shall determine in its sole discretion, whether or not such Indebtedness
      is
      covered by this Guaranty, and Guarantor hereby waives any provision of law
      regarding application of payments which specifies otherwise.  Bank may
      without notice assign this Guaranty in whole or in part in connection with
      any
      permitted assignment of its rights under the Credit Agreement and the related
      promissory note.

    


    5.           REPRESENTATIONS
      AND WARRANTIES.  Guarantor represents and warrants to Bank that: (a)
      this Guaranty is executed at Borrower's request; (b) Bank has made no
      representation to Guarantor as to the creditworthiness of Borrower; and (c)
      Guarantor has established adequate means of obtaining from Borrower on a
      continuing basis financial and other information pertaining to Borrower's
      financial condition.  Guarantor agrees to keep adequately informed
      from such means of any facts, events or circumstances which might in any way
      affect Guarantor's risks hereunder, and Guarantor further agrees that Bank
      shall
      have no obligation to disclose to Guarantor any information or material about
      Borrower which is acquired by Bank in any manner.

    


    6.           GUARANTOR'S
      WAIVERS.

    


    (a)          Guarantor
      waives any right to require Bank to: (i) proceed against Borrower or any
      other person; (ii) marshal assets or proceed against or exhaust any
      security, if any, held from Borrower or any other person; (iii) give notice
      of the terms, time and place of any public or private sale or other disposition
      of personal property security, if any, held from Borrower or any other person;
      (iv) take any other action or pursue any other remedy in Bank's power; or (v)
      make any presentment or demand for performance, or give any notice of
      nonperformance, protest, notice of protest or notice of dishonor hereunder
      or in
      connection with any obligations or evidences of indebtedness held by Bank as
      security, if any, for or which constitute in whole or in part the Indebtedness
      guaranteed hereunder, or in connection with the creation of new or additional
      Indebtedness.

    


    (b)          Guarantor
      waives any defense to its obligations hereunder based upon or arising by reason
      of: (i) any disability or other defense of Borrower or any other person; (ii)
      the cessation or limitation from any cause whatsoever, other than, in the case
      of clauses (i) and (ii) payment in full, of the Indebtedness of Borrower or
      any
      other person; (iii) any lack of authority of any officer, director, partner,
      agent or any other person acting or purporting to act on behalf of Borrower
      which is a corporation, partnership or other type of entity, or any defect
      in
      the formation of Borrower; (iv) the application by Borrower of the proceeds
      of
      any Indebtedness for purposes other than the purposes represented by Borrower
      to, or intended or understood by, Bank or Guarantor; (v) any act or omission
      by
      Bank which directly or indirectly results in or aids the discharge of Borrower
      or any portion of the Indebtedness by operation of law or otherwise, or which
      in
      any way impairs or suspends any rights or remedies of Bank
      against  Borrower; (vi) any impairment of the value of any interest in
      any security, if any, for the Indebtedness or any portion thereof, including
      without limitation, the failure to obtain or maintain perfection or recordation
      of any interest in any such security, the release of any such security without
      substitution, and/or the failure to preserve the value of, or to comply with
      applicable law in disposing of, any such security; (vii) any modification of
      the
      Indebtedness, in any form whatsoever, including any modification made after
      revocation hereof to any Indebtedness incurred prior to such revocation, and
      including without limitation the renewal, extension, acceleration or other
      change in time for payment of, or other change in the terms of, the Indebtedness
      or any portion thereof, including increase or decrease of the rate of interest
      thereon; or (viii) any requirement that Bank give any notice of acceptance
      of
      this Guaranty.  Until all Indebtedness shall have been paid in full,
      Guarantor shall have no right of subrogation, and Guarantor waives any right
      to
      enforce any remedy which Bank now has or may hereafter have against Borrower
      or
      any other person, and waives any benefit of, or any right to participate in,
      any
      security, if any, now or hereafter held by Bank.  Guarantor further
      waives all rights and defenses Guarantor may have arising out of (A) any
      election of remedies by Bank, even though that election of remedies, such as
      a
      non-judicial foreclosure with respect to any security for any portion of the
      Indebtedness, destroys Guarantor's rights of subrogation or Guarantor's rights
      to proceed against Borrower for reimbursement, or (B) any loss of rights
      Guarantor may suffer by reason of any rights, powers or remedies of Borrower
      in
      connection with any anti-deficiency laws or any other laws limiting, qualifying
      or discharging Borrower's Indebtedness, whether by operation of Sections 726,
      580a or 580d of the Code of Civil Procedure as from time to time amended, or
      otherwise, including any rights Guarantor may have to a Section 580a fair market
      value hearing to determine the size of a deficiency following any foreclosure
      sale or other disposition of any real property security, if any, for any portion
      of the Indebtedness.

    


    7.           SUBORDINATION.  Any
      Indebtedness of Borrower now or hereafter held by Guarantor is hereby
      subordinated to the Indebtedness of Borrower to Bank.  Any notes or
      other instruments now or hereafter evidencing such Indebtedness of Borrower
      to
      Guarantor shall be marked with a legend that the same are subject to this
      Guaranty.

    


    8.           REMEDIES;
      NO WAIVER.  All rights, powers and remedies of Bank hereunder are
      cumulative.  No delay, failure or discontinuance of Bank in exercising
      any right, power or remedy hereunder shall affect or operate as a waiver of
      such
      right, power or remedy; nor shall any single or partial exercise of any such
      right, power or remedy preclude, waive or otherwise affect any other or further
      exercise thereof or the exercise of any other right, power or
      remedy.  Any waiver, permit, consent or approval of any kind by Bank
      of any breach of this Guaranty, or any such waiver of any provisions or
      conditions hereof, must be in writing and shall be effective only to the extent
      set forth in writing.

    


    9.           COSTS,
      EXPENSES AND ATTORNEYS' FEES.  Guarantor shall pay to Bank immediately
      upon demand the full amount of all payments, advances, charges, costs and
      expenses, including reasonable attorneys' fees (to include outside counsel
      fees
      and all allocated costs of Bank's in-house counsel), expended or incurred by
      Bank in connection with the enforcement of any of Bank's rights, powers or
      remedies and/or the collection of any amounts which become due to Bank under
      this Guaranty, and the prosecution or defense of any action in any way related
      to this Guaranty, whether incurred at the trial or appellate level, in an
      arbitration proceeding or otherwise, and including any of the foregoing incurred
      in connection with any bankruptcy proceeding (including without limitation,
      any
      adversary proceeding, contested matter or motion brought by Bank or any other
      person) relating to Guarantor or any other person or entity.  All of
      the foregoing shall be paid by Guarantor with interest from the date of demand
      until paid in full at a rate per annum equal to the greater of ten percent
      (10%)
      or Bank’s Prime Rate in effect from time to time.

    


    10.           SUCCESSORS;
      ASSIGNMENT.  This Guaranty shall be binding upon and inure to the
      benefit of the heirs, executors, administrators, legal representatives,
      successors and assigns of the parties; provided however, that Guarantor may
      not
      assign or transfer any of its interests or rights hereunder without Bank's
      prior
      written consent.  Guarantor acknowledges that, subject to the terms of
      the Credit Agreement, Bank has the right to sell, assign, transfer, negotiate
      or
      grant participations in all or any part of, or any interest in, any Indebtedness
      of Borrower to Bank and any obligations with respect thereto, including this
      Guaranty.  In connection therewith, and subject to the terms and
      conditions of the Credit Agreement, including Sections 7.4 and 7.5 thereof,
      Bank
      may disclose all documents and information which Bank now has or hereafter
      acquires relating to Guarantor and/or this Guaranty, whether furnished by
      Borrower, Guarantor or otherwise.  Guarantor further agrees that Bank
      may disclose such documents and information to Borrower.

    


    11.           AMENDMENT.  This
      Guaranty may be amended or modified only in writing signed by Bank and
      Guarantor.

    


    12.           UNDERSTANDING
      WITH RESPECT TO WAIVERS; SEVERABILITY OF PROVISIONS.  Guarantor
      warrants and agrees that each of the waivers set forth herein is made with
      Guarantor's full knowledge of its significance and consequences, and that under
      the circumstances, the waivers are reasonable and not contrary to public policy
      or law.  If any waiver or other provision of this Guaranty shall be
      held to be prohibited by or invalid under applicable public policy or law,
      such
      waiver or other provision shall be ineffective only to the extent of such
      prohibition or invalidity, without invalidating the remainder of such waiver
      or
      other provision or any remaining provisions of this Guaranty.

    


    13.           GOVERNING
      LAW.  This Guaranty shall be governed by and construed in accordance
      with the laws of the State of California.

    


    14.           ARBITRATION.

    


    (a)           Arbitration.  Any
      claim, dispute or controversy between or among the parties to this Agreement
      (including their respective employees, officers, directors, attorneys, and
      other
      agents), that in any way arises out of or relates to (i) any credit subject
      to
      this Agreement, (ii) any of the Loan Documents and/or their negotiation,
      execution, collateralization, administration, repayment, modification,
      extension, substitution, formation, inducement, enforcement, default or
      termination; or (iii) any requests for additional credit, shall, upon demand
      by
      any party to this Agreement, be submitted to final, binding and confidential
      arbitration before the American Arbitration Association (“AAA”) or such other
      administrator to which the parties may mutually agree.  (For ease of
      reference only, and without limitation, all further references to the
      arbitration administrator shall be to the “AAA.”)

    


    (b)           Governing
      Rules.  Any arbitration proceeding initiated pursuant to this
      Agreement shall, unless otherwise agreed by the parties to the arbitration,
      (i)
      take place in California, in a location selected by the arbitrator; (ii) be
      governed by the Federal Arbitration Act (Title 9 of the United States Code),
      notwithstanding any conflicting choice of law provision in any of the documents
      between the parties; and (iii) be conducted by the AAA, in accordance with
      its
      optional procedures for large, complex commercial disputes.  (The
      optional procedures for large, complex commercial disputes are referred to
      herein, as applicable, as the “Rules”.)  In the event of any conflict
      between the terms or procedures of this Agreement and the Rules, the terms
      and
      procedures herein shall control.  Any party who fails or refuses to
      submit to arbitration following a demand by another party shall bear all costs
      and expenses (including attorneys’ fees) incurred by such other party in
      compelling arbitration of any dispute.  Nothing contained herein shall
      be deemed to be a waiver by any party that is a bank of the protections afforded
      to it under 12 U.S.C. §91 or any similar applicable state law.

    


    (c)           No
      Waiver of Provisional Remedies, Self-Help and Foreclosure.  This
      arbitration provision shall not limit the right of any party to (i) foreclose
      against real or personal property collateral if any; (ii) exercise self-help
      remedies relating to collateral if any or proceeds of collateral if any such
      as
      setoff or repossession; or (iii) obtain provisional or ancillary remedies such
      as replevin, injunctive relief, attachment or the appointment of a receiver,
      before during or after the pendency of any arbitration
      proceeding.  This exclusion does not constitute a waiver of the right
      or obligation of any party to submit any dispute to arbitration hereunder,
      including those arising from the exercise of the actions detailed in sections
      (i), (ii) and (iii) of this paragraph.

    


    (d)           Arbitrator
      Qualifications and Powers.  Any claim, dispute or controversy subject
      to arbitration hereunder in which the amount in controversy is $5,000,000.00
      or
      less will be decided by a single arbitrator who shall be selected according
      to
      the Rules, and who shall not render an award of more than $5,000,000.00
      (exclusive of fees and costs).  Any claim, dispute or controversy
      subject to arbitration hereunder in which the amount in controversy exceeds
      $5,000,000.00 shall be decided by a panel of three arbitrators (and by at least
      a majority of the three-member panel).  In cases in which a
      three-member panel is required, all three arbitrators must participate in all
      hearings and deliberations.  Any arbitrator selected pursuant to this
      Agreement must be an attorney licensed to practice in the State of California,
      or a retired judge of the state or federal courts within the State of
      California, in the case of an attorney, with no less than ten years experience
      in the substantive law applicable to the subject matter of the dispute to be
      arbitrated.  If arbitrability is disputed, then the arbitrator(s)
      shall determine whether an issue is arbitrable and in all cases shall give
      effect to the statutes of limitation in adjudicating any claim.  The
      arbitrator(s) shall, with or without oral argument (at his, her or their
      discretion), rule upon any motions to dismiss (or demurrers) or motions for
      summary adjudication or summary judgment.  The arbitrator(s) shall
      resolve all disputes in accordance with the substantive law of California,
      and
      may grant any remedy or relief that a state or federal court within California
      could grant within the scope hereof, and such ancillary relief as is necessary
      to make effective any award.  The arbitrator(s) may impose sanctions,
      award fees and costs to any prevailing party, and take such other action as
      may
      be necessary in the interest of justice to the extent that a court may do so
      pursuant to the Federal Rules of Civil Procedure, the California Code of Civil
      Procedure or other applicable law.  Judgment upon the award rendered
      by the arbitrator(s) may be entered in any court having
      jurisdiction.  The institution and maintenance of an action for
      judicial relief or pursuit of a provisional or ancillary remedy shall not
      constitute a waiver of the right of any party, including the plaintiff, to
      submit the controversy or claim to arbitration if any other party contests
      such
      action for judicial relief.

    


    (e)           Discovery.  Discovery
      shall be permitted in accordance with the Rules.  All discovery shall
      be limited to matters directly relevant to the dispute being arbitrated and
      must, absent an agreement by the parties or by order of the arbitrator(s) for
      good cause shown, be completed no later than 20 days before the
      hearing.  All discovery disputes shall be subject to final resolution
      by the arbitrator(s).  The procedure for submitting discovery disputes
      to the arbitrator(s) for resolution shall be determined by the
      arbitrator(s).

    


    (f)           Class
      Proceedings and Consolidations.  No party hereto may join or
      consolidate disputes by or against any other person or entity in any arbitration
      proceeding initiated under this Agreement, except for Subsidiary Guarantors,
      or
      to include in any arbitration hereunder any dispute as a representative or
      member of a class, or to act in any arbitration hereunder in the interest of
      the
      general public or in a private attorney general capacity.

    


    (i)           Miscellaneous.  To
      the maximum extent practicable, the AAA, the arbitrator(s) and the parties
      shall
      take all steps necessary to conclude any arbitration proceeding initiated under
      this Agreement within 180 days of the filing of the arbitration
      demand.  No arbitrator or other party to the arbitration proceeding
      may disclose the fact or subject matter of the arbitration proceeding, or the
      content or results thereof, except for disclosures of information by a party
      required in the course of the arbitration, or in the ordinary course of its
      business, or by any applicable law or regulation.  This arbitration
      provision shall survive termination, amendment or expiration of any of the
      Loan
      Documents or any relationship between the parties.

    


    (i)           Small
      Claims Court.  Notwithstanding anything herein to the contrary, each
      party retains the right to pursue in Small Claims Court any dispute within
      that
      court’s jurisdiction.  Further, this arbitration provision shall apply
      only to disputes in which either party seeks to recover an amount of money
      (excluding attorneys’ fees and costs) that exceeds the jurisdictional limit of
      the Small Claims Court.

    


    


    IN
      WITNESS WHEREOF, the undersigned
      Guarantor has executed this Guaranty as of September 27, 2007.

    


    INTERMEC
      IP CORP.

    


    By: 
      /s/ Kenneth L. Cohen 

    
      

    

    Kenneth
      L. Cohen, Vice President/Treasurer

    


    By: 
      /s/ Lanny H. Michael 

    
      

    

    Lanny
      H.
      Michael, Vice President