EXHIBIT 99.5
------------
TERM LOAN NOTE
--------------
$2,768,298.00 March 1, 2001
Boston, Massachusetts
FOR VALUE RECEIVED, Pacific Aerospace & Electronics, Inc., Aeromet
America, Inc., Balo Precision Parts, Inc., Cashmere Manufacturing Co., Inc.,
Ceramic Devices, Inc., Electronic Specialty Corporation, Northwest Technical
Industries, Inc., Pacific Coast Technologies, Inc., Seismic Safety Products,
Inc., Skagit Engineering & Manufacturing, Inc., and PA&E International, Inc.,
(collectively, the "Borrowers"), jointly and severally, HEREBY PROMISE TO PAY
to the order of State Street Bank & Trust, as Custodian for General Motors
Employees Global Group Pension Trust (the "Lender") the principal sum of Two
Million Seven Hundred Sixty Eight Thousand Two Hundred Ninety Eight DOLLARS
($2,768,298.00), together with interest on the unpaid principal amount from
time to time outstanding at the rate or rates and computed and payable at the
times as described in the Loan Agreement (as hereinafter defined). Payments of
the principal hereof shall be made as provided in the Loan Agreement.
Notwithstanding any other provision of this note, the entire balance of
principal and accrued and unpaid interest shall be paid in full on the Term
Loan Maturity Date (as defined in the Loan Agreement).
This note is one of the Term Loan Notes referred to in the Loan Agreement
dated as of March 1, 2001 (as the same may be amended, modified or
supplemented from time to time the "Loan Agreement") by and among the
Borrowers, the Lenders from time to time parties thereto, and DDJ Capital
Management, LLC, a Delaware limited liability company, as Agent for the Lenders
(the "Agent"). Capitalized terms used herein and not otherwise defined shall
have the meanings set forth in the Loan Agreement.
The Borrowers shall have the right to voluntarily prepay all or any part
of the outstanding principal amount of this note subject to the provisions of
the Loan Agreement.
The holder of this note is entitled to all the benefits and rights of a
Lender under the Loan Agreement to which reference is hereby made for a
statement of the terms and conditions under which the entire unpaid balance of
this note, or any portion thereof, shall become immediately due and payable.
The Borrowers hereby waive presentment, demand, notice, protest and other
demands and notices in connection with the delivery, acceptance or enforcement
of this note.
No delay or omission on the part of the holder of this note in exercising
any right hereunder shall operate as a waiver of such right or of any other
right under this note, and a waiver, delay or omission on any one occasion
shall not be construed as a bar to or waiver of any such right on any future
occasion.
The Borrowers hereby agree to pay on demand all reasonable costs and
expenses, including, without limitation, reasonable attorneys' fees and
legal expenses, incurred or paid by the holder of this note in enforcing
this note on default.
THE LENDER AND THE BORROWERS AGREE THAT NEITHER OF THEM NOR ANY OF
THEIR ASSIGNEES OR SUCCESSORS SHALL (A) SEEK A JURY TRIAL IN ANY LAWSUIT,
PROCEEDING, COUNTERCLAIM OR ANY OTHER ACTION BASED UPON OR ARISING OUT OF,
THIS NOTE, THE LOAN AGREEMENT, ANY TRANSACTION DOCUMENT, ANY DOCUMENT,
INSTRUMENT OR AGREEMENT EXECUTED IN CONNECTION WITH ANY OF THE FOREGOING,
ANY COLLATERAL SECURING ALL OR ANY PART OF THE LENDER OBLIGATIONS OR THE
DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG ANY OF THEM, OR (B) SEEK TO
CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL
CANNOT BE OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE
BEEN FULLY DISCUSSED BY EACH LENDER AND EACH BORROWER WITH THEIR RESPECTIVE
COUNSEL, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NEITHER
THE LENDER NOR THE BORROWERS HAVE AGREED WITH OR REPRESENTED TO THE OTHER
THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL
INSTANCES.
This note shall be deemed to be under seal, and all rights and
obligations hereunder shall be governed by the laws of the State of New York
(without giving effect to any conflicts of law provisions contained
therein).
PACIFIC AEROSPACE & ELECTRONICS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President and Chief Executive Officer
AEROMET AMERICA, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
BALO PRECISION PARTS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
CASHMERE MANUFACTURING CO., INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
CERAMIC DEVICES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
ELECTRONIC SPECIALTY CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
PACIFIC COAST TECHNOLOGIES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
SEISMIC SAFETY PRODUCTS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
SKAGIT ENGINEERING & MANUFACTURING, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
PA&E INTERNATIONAL, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President