2003 10-K Exhibit 10.129





Exhibit 10.129



GUARANTY AGREEMENT


 

THIS AGREEMENT, dated as of the 19 day of January, 2004, by and between
Southwall Europe GmbH, an entity incorporated in the State of Saxony, Germany
(the "Guarantor"), and Teijin Limited, a Japanese company having its registered
head office at Osaka Japan ("Teijin").


W I T N E S S E T H:


WHEREAS, Southwall Technologies Inc., a Delaware corporation
("Southwall"), has entered into the Guaranteed Loan Agreement dated
January 19, 2004  pursuant to which it will repay an obligation of
$1,268,827.08  to the Teijin over time in settlement and satisfaction of all
debts owed by Southwall to the Teijin (the "Loan Agreement"); and


WHEREAS, the Loan Agreement will be beneficial to Guarantor inasmuch as
Guarantor is currently a wholly-owned subsidiary of Southwall; and


WHEREAS, the obligation of Teijin to make the Loan Agreement is subject to
the condition, among others, that the Guarantor shall execute and deliver this
Guaranty Agreement;


NOW, THEREFORE, in consideration of the willingness of Teijin to make the
Loan Agreement to Southwall, and for other good and valuable consideration,
receipt of which is hereby acknowledged by the Guarantor, the Guarantor hereby
agrees as follows:


 1.Guaranteed Obligations.  The Guarantor does hereby irrevocably
and unconditionally guarantee the due and punctual payment by Southwall
according to the Payment Schedule of its obligations under the Loan Agreement
(the "Guaranteed Obligations").


 2.Demand by Teijin.  Upon failure by Southwall punctually to pay
any Guaranteed Obligation when due, Teijin may make demand upon the Guarantor
for the payment of such Guaranteed Obligation and the Guarantor binds and
obliges itself to make such payment forthwith upon such demand.


 3.Waiver of Demands, Notices, Diligence, etc.  The Guarantor
hereby assents to all of the terms and conditions of the Guaranteed Obligations
and waives: (a) demand for the payment of the principal of any Guaranteed
Obligation or of any claim for interest or any part of any thereof (other than
the demand provided for in section 2 hereof); (b) notice of the
occurrence of a default or an event of default under any Guaranteed Obligation;
(c) protest of the nonpayment of the principal of any Guaranteed Obligation
or of any claim for interest or any part thereof; (d) notice of
presentment, demand and protest; (e) notice of acceptance of any guaranty
herein provided for or of the terms and provisions thereof or hereof by Teijin;
(f) notice of any indulgences or extensions granted to Southwall or any
successor to Southwall or any person or party which shall have assumed the
obligations of Southwall; (g) any requirement of diligence or promptness on
the part of Teijin in the enforcement of any of its rights under the provisions
of any Guaranteed Obligation or this Guaranty Agreement; (h) any
enforcement of any Guaranteed Obligation; (i) any right which the Guarantor
might have to require Teijin to proceed against Southwall or any other guarantor
of the Guaranteed Obligations or to realize on any collateral security therefor;
and (j) any and all notices of every kind and description which may be
required to be given by any statute or rule of law in any jurisdiction.  The
waivers set forth in this section 3 shall be effective notwithstanding the
fact that Southwall ceases to exist by reason of its liquidation, merger,
consolidation or otherwise.


 4.Obligations of Guarantor Unconditional.  The obligations of the
Guarantor under this Guaranty Agreement shall be unconditional, irrespective of
the validity, regularity or enforceability of any Guaranteed Obligation, and
shall not be affected by any action taken under any Guaranteed Obligation in the
exercise of any right or remedy therein conferred, or by any failure or omission
on the part of Teijin to enforce any right given thereunder or hereunder or any
remedy conferred thereby or hereby, or by any waiver of any term, covenant,
agreement or condition of any Guaranteed Obligation or this Guaranty Agreement,
or by any release of any security or any other guaranty at any time existing for
the benefit of any Guaranteed Obligation, or by the merger or consolidation of
Southwall, or by sale, lease or transfer by Southwall to any person of any or
all of its respective properties, or by any action of Teijin granting indulgence
or extension to, or waiving or acquiescing in any default by, Southwall or any
successor to Southwall or any person or party which shall have assumed its
respective obligations, or by reason of any disability or other defense of
Southwall or any successor to Southwall, or by any modification, alteration, or
by any circumstance whatsoever (with or without notice to or knowledge of the
Guarantor) which may or might in any manner or to any extent vary the risk of
the Guarantor hereunder, it being the purpose and intent of the Guarantor that
the obligations of the Guarantor hereunder shall be absolute and unconditional
under any and all circumstances and shall not be discharged except by payment as
herein provided, and then only to the extent of such payment.


 5.Subordination of Claims of Guarantor.  Any claims against
Southwall to which the Guarantor may be or become entitled (including, without
limitation, claims by subrogation or otherwise by reason of any payment or
performance by the Guarantor in satisfaction and discharge, in whole or in part,
of its obligations under this Guaranty Agreement) shall be and hereby are made
subject and subordinate to the prior payment or performance in full of the
Guaranteed Obligations.


 6.Reinstatement.  This Agreement shall continue to be effective,
or be reinstated, as the case may be, if at any time any amount received by
Teijin in respect of the Guaranteed Obligations is rescinded or must otherwise
be restored or returned by Teijin upon the insolvency, bankruptcy, dissolution,
liquidation or reorganization of Southwall or the Guarantor or upon the
appointment of an intervenor or conservator of, or trustee or similar official
for, Southwall or the Guarantor or any substantial part of any of their
respective properties, or otherwise, all as though said payments had not been
made.


 7.Notices.  Except as otherwise provided herein, all notices to
the Guarantor or Teijin shall be in writing and shall be deemed to have been
sufficiently given or served for all purposes hereof if personally delivered or
mailed by first class mail, postage prepaid, as follows:


(a)if to the Guarantor:


Southwall Europe GmbH

___________________________________

___________________________________

___________________________________


with a copy to:


Southwall Technologies Inc.

3975 East Bayshore Road

Palo Alto, CA 94304

Attn: Chief Executive Officer


(b)if to Teijin:


Atn: General Manager

 Film Business Group, Teijin Limited



	,Uchisaiwaicho 2-chome, Chiyoda-ku






Tokyo 100-8585, Japan ____________________________









or at such other address as the party to whom such notice or demand is
directed may have designated in writing to the other party hereto.  A notice
shall be deemed to have been given upon the earlier to occur of (i) ten
(10) days after the date on which it is deposited in the mail or
(ii) receipt by the party to whom such notice is directed.


            8        Notarial deed.     Immediately upon the execution of
this Agreement, SEG shall execute and record in the appropriate office(s) in
Germany a notarial deed memorializing the terms of this Agreement, in form and
substance approved by Teijin in the exercise of its reasonable commercial
judgment.


9.  Transfer of SEG Business.  SEG shall not sell, assign, transfer or
otherwise dispose of any material portion of its business, or enter into any
merger or other transaction involving a change of control over SEG, without
first (a) giving Tejin not less than fifteen days prior written notice, and (b)
providing Teijin with security or other assurances of the performance of SEG's
obligations under this Agreement, in form and substance approved by Teijin in
the exercise of its reasonable commercial judgment. 


 

10.Miscellaneous.  This Guaranty Agreement shall inure to the
benefit of and be binding upon Teijin and the Guarantor and their respective
successors and assigns.  In case any provision in this Guaranty Agreement shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.  This Guaranty Agreement may be executed in any number of counterparts
and by the different parties hereto on separate counterparts, each of which
shall be an original, but all of which together shall constitute one
instrument.


1 1.Governing Law.  This Guaranty Agreement, including the
validity hereof and the rights and obligations of the parties hereunder, shall
be construed in accordance with and governed by the laws of Germany


 

 

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IN WITNESS WHEREOF, the parties have executed this Guaranty Agreement as a
sealed instrument as of the date first above written.


SOUTHWALL EUROPE GMBH


 

 

By________________________________________

                           (Title)


 

 

 

TEIJIN LIMITED


 

 

By________________________________________

     Takashi Yamagishi

Teijin Group Executive Officer

Deputy General Manager

Films Business Group(Title)