Exhibit 4.24
SUBSIDIARY GUARANTY
The Guarantors listed below (hereinafter referred to as the
"Guarantors," which term includes any successor or assign under the Indenture
(the "Indenture") and any additional Guarantors), have irrevocably and
unconditionally guaranteed (i) the due and punctual payment of the principal of,
premium, if any, Liquidated Damages, if any, and interest on the 11 1/4% Senior
Subordinated Notes due 2005 (the "Notes") of Pacific Aerospace & Electronics,
Inc., a Washington corporation (the "Company"), whether at stated maturity, by
acceleration or otherwise, the due and punctual payment of interest on the
overdue principal, Liquidated Damages, if any, and premium, if any, and (to the
extent permitted by law) interest on any interest, if any, on the Notes, and the
due and punctual performance of all other obligations of the Company, to the
Holders or the Trustee all in accordance with the terms set forth in Article 11
of the Indenture, (ii) in case of any extension of time of payment or renewal of
any Notes or any such other obligations, that the same will be promptly paid in
full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise, and (iii) the
payment of any and all costs and expenses (including reasonable attorneys' fees)
incurred by the Trustee or any Holder in enforcing any rights under this
Subsidiary Guarantee.
The obligations of each Guarantor to the Holder and to the Trustee
pursuant to this Subsidiary Guarantee and the Indenture are expressly set forth
in Article 11 of the Indenture and reference is hereby made to such Indenture
for the precise terms of this Guarantee.
No shareholder, officer, director or incorporator, as such, past,
present or future of each Guarantor shall have any liability under this
Subsidiary Guarantee by reason of his or its status as such shareholder,
officer, director or incorporator.
This is a continuing Guarantee and shall remain in full force and
effect and shall be binding upon each Guarantor and its successors and assigns
until full and final payment of all of the Company's obligations under the Notes
and Indenture and shall inure to the benefit of the successors and assigns of
the Trustee and the Holders, and, in the event of any transfer or assignment of
rights by any Holder or the Trustee, the rights and privileges herein conferred
upon that party shall automatically extend to and be vested in such transferee
or assignee, all subject to the terms and conditions hereof. This is a Guarantee
of payment and not of collectibility.
This Subsidiary Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Notes to which this
Subsidiary Guarantee relates shall have been executed by the Trustee under the
Indenture by the manual signature of one of its authorized officers.
The Obligations of each Guarantor under its Subsidiary Guarantee shall
be limited to the extent necessary to insure that it does not constitute a
fraudulent conveyance under applicable law.
The Obligations of each Guarantor under its Subsidiary Guarantee
pursuant to Article 11 of the Indenture shall be junior and subordinated to the
Senior Indebtedness (as defined in the Indenture) of such Guarantor on the same
basis as the Notes are junior and subordinated to the Senior Indebtedness of the
Company. For the purposes of the foregoing sentence, (a) each Guarantor may
make, and the Trustee and the Holders of the Notes shall have the right to
receive and/or retain, payments by any of the Guarantors only at such times as
they may receive and/or retain payments in respect of the Notes pursuant to the
Indenture, including Article 10 thereof, and (b) the rights and obligations of
the relevant parties relative to the Subsidiary Guarantees and the Guarantor
Senior Indebtedness shall be the same as their respective rights and obligations
relative to the Notes and Senior Indebtedness of the Company pursuant to Article
10 of the Indenture.
THE TERMS OF ARTICLE 11 OF THE INDENTURE ARE INCORPORATED HEREIN BY
REFERENCE.
Capitalized terms used herein have the same meanings given in the
Indenture unless otherwise indicated.
IN WITNESS WHEREOF, each of the parties have executed this Subsidiary
Guarantee as of , 1998.
Guarantors:
BALO PRECISION PARTS, INC.
By:
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Donald A. Wright
Executive Vice President
CASHMERE MANUFACTURING CO., INC.
By:
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Donald A. Wright
Executive Vice President
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CERAMIC DEVICES, INC.
By:
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Donald A. Wright
Executive Vice President
ELECTRONIC SPECIALTY CORPORATION
By:
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Donald A. Wright
Executive Vice President
MOREL INDUSTRIES, INC.
By:
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Donald A. Wright
Executive Vice President
NORTHWEST TECHNICAL INDUSTRIES, INC.
By:
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Donald A. Wright
Executive Vice President
PACIFIC COAST TECHNOLOGIES, INC.
By:
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Donald A. Wright
Executive Vice President
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SEISMIC SAFETY PRODUCTS, INC.
By:
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Donald A. Wright
Executive Vice President
PA&E INTERNATIONAL, INC.
By:
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Donald A. Wright
Executive Vice President
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