Exhibit 10.9
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SUBSIDIARY GUARANTY AGREEMENT
Dated March 25, 2002
From
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.,
PA&E INTERNATIONAL, INC.,
SEISMIC SAFETY PRODUCTS, INC.,
and
SKAGIT ENGINEERING & MANUFACTURING, INC.,
each, as a Subsidiary Guarantor
in favor of
THE HOLDERS (AS DEFINED IN THE NOTE PURCHASE AGREEMENT
REFERRED TO HEREIN)
and
FIRST UNION NATIONAL BANK,
as Collateral Agent
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TABLE OF CONTENTS
Page
No.
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SECTION 1. Definitions................................................................2
SECTION 2. Guaranty...................................................................2
SECTION 3. Guaranty Absolute..........................................................2
SECTION 4. Waivers....................................................................4
SECTION 5. Subrogation................................................................4
SECTION 6. Payments Free and Clear of Taxes, Etc......................................5
SECTION 7. Representations and Warranties.............................................6
SECTION 8. Covenants..................................................................7
SECTION 9. Amendments, Etc............................................................8
SECTION 10. Notices, Etc..............................................................8
SECTION 11. Set-off...................................................................8
SECTION 12. No Waiver.................................................................8
SECTION 13. Continuing Guaranty; Assignments under the Note Purchase
Agreement................................................................9
SECTION 14. Governing Law; Jurisdiction; Waiver of Jury Trial.........................9
SECTION 15. Counterparts.............................................................10
SECTION 16. Applicability of Note Purchase Agreement.................................10
ANNEX I -- ADDRESSES
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THIS SUBSIDIARY GUARANTY AGREEMENT (this "Agreement"), dated as
of March 25, 2002, is made by 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., PA&E International, Inc., Seismic Safety Products, Inc. and Skagit
Engineering & Manufacturing, Inc. (each, a "Subsidiary Guarantor" and,
collectively, the "Subsidiary Guarantors"), in favor of the Holders (as
hereinafter defined) party to the Note Purchase Agreement (as hereinafter
defined) and First Union National Bank, as collateral agent for the Holders (in
such capacity, the "Collateral Agent").
WHEREAS, Pacific Aerospace & Electronics, Inc., a Washington
corporation (the "Company"), the Initial Purchaser (as hereinafter defined) and
the Collateral Agent have entered into that certain Note Purchase Agreement (the
"Note Purchase Agreement"), dated as of March 19, 2002, pursuant to which, among
other things, the Company has agreed to issue and sell, and the Holders have
agreed to purchase the Company's 5% Senior Secured Notes due May 1, 2007 (the
"Notes");
WHEREAS, the Subsidiary Guarantors will derive substantial direct
and indirect benefit from the transactions contemplated by the Note Purchase
Agreement; and
WHEREAS, it is a condition to closing the transactions
contemplated by the Note Purchase Agreement that the Subsidiary Guarantors
execute and deliver this Agreement;
NOW, THEREFORE, in consideration of the premises and in order to
induce the Holders to enter into the Note Purchase Agreement, the Subsidiary
Guarantors hereby agree as follows:
SECTION 1. Definitions.
Capitalized terms used herein and not otherwise defined shall
have the meaning ascribed to such terms in the Note Purchase Agreement.
SECTION 2. Guaranty.
Each Subsidiary Guarantor, jointly and severally, hereby
unconditionally and irrevocably guarantees the punctual payment when due,
whether at stated maturity, by acceleration or otherwise, of all of the
Obligations now or hereafter existing under the Operative Agreements, whether
for principal, interest, fees, expenses or otherwise (such Obligations being the
"Guaranteed Obligations"), and agrees to pay any and all expenses (including
reasonable counsel fees and expenses) incurred by the Collateral Agent or the
Holders in enforcing any rights under this Agreement. Without limiting the
generality of the foregoing, the Subsidiary Guarantors' liability shall extend
to all amounts that constitute part of the Guaranteed Obligations and would be
owed by the Company to the Collateral Agent or the Holders under the Operative
Agreements but for the fact that they are unenforceable or not allowable due to
the existence of a bankruptcy, reorganization or similar proceeding involving
the Company. This guaranty is an absolute guaranty of payment and performance
and not a guaranty of collection.
SECTION 3. Guaranty Absolute.
The obligations of the Subsidiary Guarantors under this Agreement
are independent of the Obligations, and a separate action or actions may be
brought and prosecuted against the Subsidiary Guarantors to enforce this
Agreement, irrespective of whether any action is brought against the Company or
whether the Company is joined in any such action or actions. The liability of
the Subsidiary Guarantors under this Agreement shall be absolute and
unconditional irrespective of:
(a) any lack of validity or enforceability of any Operative
Agreement or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in
any other term of, all or any of the Guaranteed Obligations, or any other
amendment or waiver of or any consent to departure from any Operative Agreement,
including without limitation any increase in the Guaranteed Obligations
resulting from the extension of additional credit to the Company or otherwise;
(c) any taking, release or amendment or waiver of or consent to
departure from any other guaranty, for all or any of the Guaranteed Obligations;
(d) any manner of sale or other disposition of any assets of the
Company or any of its Subsidiaries for all or any of the Guaranteed Obligations;
(e) any change, restructuring or termination of the corporate
structure or existence of the Company or any of its Subsidiaries;
(f) any exchange, release or non-perfection of any Lien on any
collateral for, or any release or amendment or waiver of any term of any other
guaranty of, or any consent to departure from any requirement of any other
guaranty of, all or any of the Obligations;
(g) the absence of any attempt to collect any of the Obligations
from the Company or any other guarantor or any other action to enforce the same
or the election of any remedy by the Holders or the Collateral Agent;
(h) the election by the Holders or the Collateral Agent in any
proceeding under chapter 11 of the United States Bankruptcy Code (the
"Bankruptcy Code") of the application of section 1111(b)(2) of the Bankruptcy
Code;
(i) any borrowing or grant of a security interest by the Company,
as debtor-in-possession, under section 364 of the Bankruptcy Code;
(j) the disallowance, under section 502 of the Bankruptcy Code,
of all or any portion of the claims of any of the Holders or the Collateral
Agent for payment of any of the Obligations; or
(k) any other circumstance (including without limitation any
statute of limitations) that might otherwise constitute a defense available to,
or a discharge of, a borrower or a guarantor, other than the indefeasible
payment in full of the Obligations.
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This Agreement shall continue to be effective or be reinstated, as the case may
be, if at any time any payment of any of the Guaranteed Obligations is rescinded
or must otherwise be returned by the Collateral Agent or any Holder upon the
insolvency, bankruptcy or reorganization of the Company or otherwise, all as
though such payment had not been made.
SECTION 4. Waivers.
(a) Each Subsidiary Guarantor hereby waives promptness,
diligence, notice of acceptance and any other notice with respect to any of the
Guaranteed Obligations and this Agreement and any requirement that the
Collateral Agent, any Holder or any other Person protect, secure, perfect or
insure any Lien or any property subject thereto or exhaust any right or take any
action against the Company or any other Person.
(b) Each Subsidiary Guarantor hereby waives any right to revoke
this Agreement and acknowledges that this Agreement is continuing in nature and
applies to all Guaranteed Obligations, whether existing now or in the future.
(c) Each Subsidiary Guarantor acknowledges that it will receive
substantial direct and indirect benefits from the financing arrangements
contemplated by the Operative Agreements and that the waivers set forth in this
Section 4 are knowingly made in contemplation of such benefits.
(d) Each Subsidiary Guarantor agrees that if, after the
occurrence and during the continuance of an Event of Default, the Holders or the
Collateral Agent are prevented by applicable law from exercising their
respective rights to accelerate the maturity of the Obligations, to collect
interest on the Obligations, or to enforce or exercise any other right or remedy
with respect to the Obligations, the Subsidiary Guarantors agree to pay to the
Collateral Agent for the account of the Holders, upon demand therefor, the
amount that would otherwise have been due and payable had such rights and
remedies been permitted to be exercised by the Holders or the Collateral Agent.
SECTION 5. Subrogation.
Until all amounts owed to the Holders with respect to the
Guaranteed Obligations are paid in full, none of the Subsidiary Guarantors will
exercise any rights that any of them may now or hereafter acquire against the
Company that arise from the existence, payment, performance or enforcement of
the Subsidiary Guarantors' obligations under this Agreement or any other
Operative Agreement, including without limitation any right of subrogation,
reimbursement, exoneration, contribution or indemnification and any right to
participate in any claim or remedy of the Collateral Agent or any Holder against
the Company, whether or not such claim, remedy or right arises at equity or
under contract, statute or common law, including without limitation the right to
take or receive from the Company, directly or indirectly, in cash or other
property or by set-off or in any other manner, payment or security on account of
such claim, remedy or right except as specifically otherwise provided in the
Operative Agreements. If any amount shall be paid to any Subsidiary Guarantor in
violation of the preceding sentence at any time prior to the payment in full in
cash of the Guaranteed Obligations and all other amounts payable under this
Agreement, such amount shall be held in trust for the benefit of the Collateral
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Agent and the Holders and shall forthwith be paid to the Collateral Agent to be
credited and applied to any unsatisfied Guaranteed Obligations and all other
amounts payable under this Agreement, whether matured or unmatured, in
accordance with the terms of the Operative Agreements, or to be held as
collateral for any unsatisfied Guaranteed Obligations or other amounts payable
under this Agreement thereafter arising. If (i) the Subsidiary Guarantors shall
make payment to the Collateral Agent or any other Holder of all or any part of
the Guaranteed Obligations and (ii) all of the Guaranteed Obligations and all
other amounts payable under this Agreement shall be paid in full in cash, the
Collateral Agent and the Holders will, at the Subsidiary Guarantors' request and
expense, execute and deliver to the Subsidiary Guarantors appropriate documents,
without recourse and without representation or warranty, necessary to evidence
the transfer by subrogation to the Subsidiary Guarantors of an interest in the
Guaranteed Obligations resulting from such payment by the Subsidiary Guarantors.
SECTION 6. Payments Free and Clear of Taxes, Etc.
(a) Any and all payments made by the Subsidiary Guarantors
hereunder shall be made in accordance with Section 2.4 of the Note Purchase
Agreement, free and clear of and without deduction for any and all present or
future Taxes, excluding Taxes measured by a Holder's net income and franchise
taxes imposed on it by the jurisdiction under the laws of which such Holder is
organized or is required to be qualified to do business or any political
subdivision of either of the foregoing. If any of the Subsidiary Guarantors
shall be required by law to deduct any Taxes from or in respect of any sum
payable hereunder to any Holder or the Collateral Agent, (i) the sum payable
shall be increased as may be necessary so that after making all required
deductions, such Holder or the Collateral Agent (as the case may be) receives an
amount equal to the sum it would have received had no such deductions been made,
(ii) such Subsidiary Guarantor shall make such deductions and (iii) such
Subsidiary Guarantor shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable law.
(b) Each Subsidiary Guarantor will indemnify each Holder and the
Collateral Agent for the full amount of Taxes (including without limitation any
Taxes imposed by any jurisdiction on amounts payable under Section 2.4 of the
Note Purchase Agreement) paid by such Holder or the Collateral Agent (as the
case may be) in connection with any amounts received by such Person hereunder
and any liability (including penalties, interest and expenses) arising therefrom
or with respect thereto. This indemnification shall be made within 30 days from
the date such Holder or the Collateral Agent (as the case may be) makes written
demand therefor. A certificate as to the amount of such payment or liability
delivered to the Company by a Holder, or by the Collateral Agent on behalf of a
Holder, shall be conclusive absent manifest error.
(c) Within 45 days after the date of any payment of Taxes, the
applicable Subsidiary Guarantor will furnish to the Collateral Agent, at its
address referred to in the Note Purchase Agreement, appropriate evidence of
payment thereof. If no Taxes are payable in respect of any payment hereunder by
any Subsidiary Guarantor through an account or branch outside the United States
or on behalf of any Subsidiary Guarantor by a payor that is not a United States
person, such Subsidiary Guarantor will furnish, or will cause such payor to
furnish, to the Collateral Agent a certificate from each appropriate taxing
authority or authorities, or an opinion
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of counsel reasonably acceptable to the Collateral Agent, in either case stating
that such payment is exempt from or not subject to Taxes.
(d) Without prejudice to the survival of any other agreement of
the Subsidiary Guarantors hereunder, the agreements and obligations of the
Subsidiary Guarantors contained in this Section 6 shall survive the payment in
full of the Guaranteed Obligations and all other amounts payable under this
Agreement.
SECTION 7. Representations and Warranties.
Each Subsidiary Guarantor hereby represents and warrants as
follows:
(a) Corporate Existence. It: (i) is a corporation duly formed,
validly existing and in good standing under the laws of the state of its
incorporation; (ii) has all requisite power, and has all material governmental
licenses, authorizations, consents and approvals necessary, to own its assets
and carry on its business as now being or as proposed to be conducted; (iii) is
qualified to do or transact business in all jurisdictions in which the nature of
the business conducted by it makes such qualification necessary and where
failure so to qualify would reasonably be expected to have a Material Adverse
Effect.
(b) Authority; Execution; Contravention. The execution and
delivery of this Agreement, the consummation of the transactions herein
contemplated and compliance with the terms and provisions hereof (i) are within
its powers, (ii) have been duly authorized by all necessary action, (iii)
require no action by or in respect of, or filing with, and Governmental
Authority, (iv) and do not contravene, or constitute a default under, any
provision of any applicable law, statute, ordinance, regulation, rule, order or
other governmental restriction or the charter or bylaws or equivalent documents
of such Subsidiary Guarantor (collectively, the "Charter Documents"), and (v) do
not contravene, or constitute a default under, any agreement, judgment,
injunction, order, decree, indenture, contract, lease, instrument or other
commitment to which it is a party or by which its assets are bound which could
reasonably be expected to have a Material Adverse Effect other than the Old
Notes Indenture and the Old Notes.
(c) Approvals. No authorization or approval or other action by,
and no notice to or filing with, any Governmental Authority or regulatory body
is required for the due execution, delivery and performance by such Subsidiary
Guarantor of this Agreement.
(d) Enforceability. This Agreement is the legal, valid and
binding obligation of such Subsidiary Guarantor enforceable against such
Subsidiary Guarantor in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
and similar laws of general application relating to or affecting the rights and
remedies of creditors and by general equitable principles, regardless of whether
such enforceability is considered in a proceeding in equity or law.
(e) Litigation. There is no pending or, to the best of its
knowledge, threatened action or proceeding affecting such Subsidiary Guarantor
before any court, governmental agency or arbitrator which may materially
adversely affect the financial condition or operations of such Subsidiary
Guarantor or which purports to affect the legality, validity or enforceability
of this
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Agreement, except for the litigation matters described on Schedule 5.5 of the
Note Purchase Agreement.
(f) Reliance. Such Subsidiary Guarantor has, independently and
without reliance upon the Collateral Agent or any Holder and based on such
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement.
SECTION 8. Covenants.
Each Subsidiary Guarantor shall, so long as any Guaranteed
Obligation is outstanding:
(a) Provide to the Collateral Agent notice in writing of any
event, act or condition which has, or, upon the passing of time, the giving of
notice or both, could reasonably be expected to have, a Material Adverse Effect
promptly upon, and in any event within 5 Business Days after, such Subsidiary
Guarantor becoming aware of any such event, act or condition;
(b) Keep proper books of record and account in which full, true
and correct entries in conformity with GAAP and all requirements of applicable
law shall be made of all dealings and transactions in relation to its business
and activities. Such Subsidiary Guarantor shall permit officers and designated
representatives of the Collateral Agent and each of the Holders to examine the
books and records of such Subsidiary Guarantor, and discuss the affairs,
finances and accounts of such Subsidiary Guarantor with, and be advised as to
the same by, its and their officers, all upon reasonable notice and at such
reasonable times as the Collateral Agent and the Holders may desire;
(c) Do or cause to be done, all things necessary to preserve and
keep in full force and effect its existence as a corporation in good standing in
the state of its corporation and its qualification to do business as a foreign
corporation in each other jurisdiction where such qualification is necessary
except where the failure to be so qualified could not reasonably be expected to
have a Material Adverse Effect; provided that each such Subsidiary Guarantor may
dissolve or liquidate and complete Asset Dispositions in accordance with the
terms and conditions of the Note Purchase Agreement.
(d) Submit or cause to be submitted when due all returns and
declarations required to be filed in respect of, and pay when required by any
applicable Governmental Authority, all Taxes and all charges, betterments, or
other assessments relating to its business, and all other lawful governmental
and non-governmental claims, except to the extent any of the same are subject to
a contest, or the failure to submit or pay the same could not reasonably be
expected to have a Material Adverse Effect;
(e) Execute, deliver, and perform its obligations under this
Agreement in compliance with all applicable laws; and
(f) Perform all of its obligations under the terms of each
agreement or instrument by which it or any of its properties is bound or to
which it is a party, where any
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failure to perform such obligations could reasonably be expected to result in a
Material Adverse Effect.
SECTION 9. Amendments, Etc.
No amendment or waiver of any provision of this Agreement and no
consent to any departure by the Subsidiary Guarantors therefrom shall in any
event be effective unless the same shall be in writing and signed by the
Collateral Agent and the Required Holders and, with respect to any amendment of
this Agreement, the Subsidiary Guarantors, and then such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given; provided that no amendment, waiver or consent shall, unless in
writing and signed by all the Holders, (a) limit, assign or transfer the
liability of the Subsidiary Guarantors hereunder, (b) postpone any date fixed
for payment hereunder or (c) change the number of Holders required to take any
action hereunder.
SECTION 10. Notices, Etc.
All notices and other communications hereunder shall be given (in
the manner specified in the Note Purchase Agreement) to the parties hereto at
their respective addresses specified in the Note Purchase Agreement (or, if any
party hereto is not a party to the Note Purchase Agreement, at its address set
forth on Annex I hereto.
SECTION 11. Set-off.
Upon the occurrence and during the continuance of any Event of
Default, each of the Holders and the Collateral Agent is hereby authorized at
any time and from time to time, to the fullest extent permitted by law, to set
off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other indebtedness at any time owing
by such Holder or Collateral Agent to or for the credit or the account of any of
the Subsidiary Guarantors against any and all of the obligations of any such
Subsidiary Guarantor now or hereafter existing under this Agreement,
irrespective of whether or not such Holder or the Collateral Agent shall have
made any demand under this Agreement and although such obligations may be
contingent and unmatured. Each of the Holders and the Collateral Agent agrees
promptly to notify the applicable Subsidiary Guarantor after any such set-off
and application made by it; provided, however, that the failure to give such
notice shall not affect the validity of such set-off and application. The rights
of each Holder and the Collateral Agent under this Section are in addition to
other rights and remedies (including, without limitation, other rights of
set-off) which such Holder or Collateral Agent may have.
SECTION 12. No Waiver.
No failure on the part of the Collateral Agent or any Holder to
exercise, and no delay in exercising, any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other
right.
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SECTION 13. Continuing Guaranty; Assignments under the Note
Purchase Agreement.
This Agreement is a continuing guaranty and shall (a) remain in
full force and effect until the indefeasible cash payment in full of the
Guaranteed Obligations and all other amounts payable under this Agreement, (b)
be binding upon such Subsidiary Guarantor, its successors and assigns and (c)
inure to the benefit of and be enforceable by the Holders, the Collateral Agent
and their respective successors, transferees and assigns. Without limiting the
generality of the foregoing clause (c), any Holder may assign or otherwise
transfer all or any portion of its rights and obligations under the Note
Purchase Agreement and the other Operative Agreements in accordance with the
terms thereof to any other Person, and such other Person shall thereupon become
vested with all the benefits in respect thereof granted to such Holder herein or
otherwise, in each case as provided in Section 13 of the Note Purchase Agreement
and in compliance with applicable law.
SECTION 14. Governing Law; Jurisdiction; Waiver of Jury Trial.
(a) This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.
(b) Each Subsidiary Guarantor hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of any New York State court or federal court of the United States
of America sitting in New York City, and any appellate court from any such
court, in any action or proceeding arising out of or relating to this Agreement
or any of the other Operative Agreements to which it is or is to be a party, or
for recognition or enforcement of any judgment, and each Subsidiary Guarantor
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in any such New York State
court or, to the extent permitted by law, in such federal court. Each Subsidiary
Guarantor agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Nothing in this Agreement shall affect any
right that any party may otherwise have to bring any action or proceeding
relating to this Agreement or any of the other Operative Agreements to which it
is or is to be a party in the courts of any jurisdiction.
(c) Each Subsidiary Guarantor irrevocably and unconditionally
waives, to the fullest extent it may legally do so, any objection that it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement or any of the other Operative
Agreements to which it is or is to be a party in any New York State or federal
court. Each Subsidiary Guarantor hereby irrevocably waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the maintenance
of such action or proceeding in any such court.
(d) Each Subsidiary Guarantor hereby irrevocably waives all right
to trial by jury in any action, proceeding or counterclaim (whether based on
contract, tort or otherwise) arising our of or relating to any of the Operative
Agreements, the transactions contemplated thereby or the actions of the
Collateral Agent or any Holder in the negotiation, administration, performance
or enforcement thereof.
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SECTION 15. Counterparts.
This Agreement may be executed in counterparts, each of which
will be deemed an original, but all of which together will constitute one and
the same instrument.
SECTION 16. Applicability of Note Purchase Agreement.
In amplification of, and notwithstanding any other provisions of
this Agreement, in connection with its obligations hereunder, the Collateral
Agent has all of the rights, powers, privileges, exculpations, protections and
indemnities as are provided for or referred to in the Note Purchase Agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, each Subsidiary Guarantor has caused this
Agreement to be duly executed and delivered by its officer thereunto duly
authorized as of the date first above written.
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
NORTHWEST TECHNICAL INDUSTRIES, INC.
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
PA&E INTERNATIONAL, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
FIRST UNION NATIONAL BANK,
in its capacity as Collateral Agent
for the Holders
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
ANNEX I
ADDRESSES OF THE SUBSIDIARY GUARANTORS
Notices to each of the Subsidiary Guarantors may be sent c/o Pacific Aerospace &
Electronics, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, to the
attention of the President or the Chief Financial Officer, Telephone No.: (509)
▇▇▇-▇▇▇▇, Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇.