Document QByOrmBrR0mMpOmkw04JLYD5

EXECUTION COPY MUTUAL GUARANTY AGREEMENT MUTUAL GUARANTY AGREEMENT (this "Agreement"), dated as of December 30, 1994, by and between ABEX, INC., a Delaware corporation ("Ab^x") and COOPER INDUSTRIES, INC. an Ohio cor poration ("Cooper") (each of Abex and Cooper, in its capacity as guarantor hereunder, being referred to herein as a "Guar antor") in favor of each other and the other persons referred to below. WHEREAS, Pneumo Abex Corporation, a Delaware cor poration and an indirect wholly owned subsidiary of Abex ("Seller"), and Wagner Electric Corporation, a Delaware cor poration and a direct wholly owned subsidiary of Cooper ("Buyer") are entering into an Asset Purchase Agreement, of even date herewith (the "Asset Purchase Agreement"); WHEREAS, Abex and Cooper will each derive substantial direct and indirect benefit from their respective subsidiaries' rights under the Asset Purchase Agreement; and WHEREAS, one of the conditions to the consummation of the transactions contemplated by the Asset Purchase Agreement is that Abex and Cooper execute and deliver this Agreement; NOW THEREFORE, for good and valuable consideration including the mutual-covenants set forth herein and the ben efits to be derived under the Asset Purchase Agreement, the parties hereby agree as follows: SECTION 1. Guaranteed Obligations. Each. Guarantor, as direct obligor and not merely as surety, absolutely and un conditionally guarantees to the other party hereto and to such other party's subsidiary which is party to the Asset Purchase Agreement (each of such persons in such capacity herein col lectively referred to as the "Guarantees") the full and prompt payment when and as due of all amounts payable under the Asset Purchase Agreement by such Guarantor's subsidiary which is a party to the Asset Purchase Agreement and the full and prompt performance by such Guarantor's subsidiary which is a party to the Asset Purchase Agreement of all its undertakings and ob ligations under the Asset Purchase Agreement (collectively, the "Guaranteed Obligations"). SECTION 2. Abex Notice and Letter of Credit Re quirements . Abex agrees that, for a period of four years following the Closing Date, it will not engage in any Abex Transaction (as defined below) unless in any such case it shall ,) ) ABEX-215 50 SCF-ABEX-3230