EXHIBIT 4.14
AMENDED, RESTATED AND CONSOLIDATED GUARANTY
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AMENDED, RESTATED AND CONSOLIDATED GUARANTY (the "Guaranty") dated
March 18, 2004, made by RESISTANCE TECHNOLOGY, INC., a Minnesota business
corporation ("RTI") and RTI ELECTRONICS, INC., a Delaware corporation ("RTI
Electronics") in favor of WACHOVIA BANK, NATIONAL ASSOCIATION, formerly known as
First Union National Bank, a national banking association (the "Lender") to
secure the obligations of SELAS CORPORATION OF AMERICA, a Pennsylvania business
corporation (the "Borrower"). Each of RTI and RTI Electronics is referred to
herein individually as a "Guarantor" and, collectively, as the "Guarantors."
BACKGROUND
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A. The Borrower, the Lender, the Guarantors, RTI Export, Inc., a
corporation organized under the laws of Barbados and a former subsidiary of the
Borrower ("RTIE") and Deuer Manufacturing, Inc., a former subsidiary of the
Borrower ("Deuer"), entered into that certain Amended and Restated Credit
Agreement dated as of July 31, 1998, as amended by an Amendment dated as of June
30, 1999, a Second Amendment dated as of July 7, 2000 and a Third Amendment
dated as of January 19, 2001 (as amended, the "Loan Agreement") pursuant to
which the Lender agreed to make and has made certain credit facilities available
to the Borrower.
B. The Guarantors, RTIE and Deuer jointly and severally guaranteed and
became surety for all loans, advances, debts, liabilities, obligations,
covenants and duties of the Borrower to the Lender pursuant to the following
agreements (collectively, the "Existing Borrower Surety Agreements"): (i) that
certain Guaranty and Suretyship Agreement of Deuer dated as of October 20, 1993
and amended as of July 31, 1998 (as amended, the "Deuer Surety Agreement"), (ii)
that certain Guaranty and Suretyship Agreement of RTI dated as of October 20,
1993 and amended as of July 31, 1998 (as amended, the "RTI Surety Agreement"),
(iii) that certain Guaranty and Suretyship Agreement of RTIE dated as of October
20, 1993 and amended as of July 31, 1998 (as amended, the "RTIE Surety
Agreement"), and (iv) that certain Guaranty and Suretyship Agreement of RTI
Electronics dated as of February 20, 1997, as amended July 31, 1998 (as amended,
the "RTI Electronics Surety Agreement"). The Lender has released Deuer from its
obligations under the Deuer Surety Agreement as a result of the sale of Deuer in
August 2003.
C. The Lender, through the Lender's London Branch ("London Branch"),
and Selas SAS (formerly known as Selas S.A.), a corporation organized under the
laws of France and a subsidiary of the Borrower ("Selas SAS"), entered into that
certain Facility Agreement dated as of February 2, 2001, amended and restated in
its entirety pursuant to that certain Amended and Restated Facility Agreement
dated as of April 15, 2002, and amended by that certain First Amendment to
Amended and Restated Facility Agreement dated as of January 16, 2003, that
certain Second Amendment to Amended and Restated Facility Agreement dated as of
February 27, 2003, and that certain Third Amendment to Amended and Restated
Facility Agreement dated as of March 14, 2003 (as amended, the "Existing Selas
SAS Facility Agreement"), pursuant to which the Lender provided to Selas SAS,
among other things, a discretionary overdraft facility (the "Existing Overdraft
Facility").
D. The Lender, through its London Branch, and Selas SAS also entered
into a certain term loan agreement dated January 2000, amended and restated in
its entirety by that certain agreement dated as of April 15, 2002, and amended
by that certain First Amendment to Selas SAS 2000 Term Loan Agreement dated as
of January 16, 2003, that certain Second Amendment to Selas SAS 2000 Term Loan
Agreement dated as of February 27, 2003, and that certain Third Amendment to
Selas SAS 2000 Term Loan Agreement dated as of March 14, 2003 (as amended, the
"Selas SAS 2000 Term Loan Agreement") pursuant to which the Lender made a term
loan to Selas SAS (the "Existing Selas SAS 2000 Term Loan").
E. The Borrower, the Guarantors and RTIE jointly and severally
guaranteed and became surety for all loans, advances, debts, liabilities,
obligations, covenants and duties of Selas SAS to the Lender, pursuant to the
following agreements (collectively, the "Existing Selas SAS Surety Agreements"):
(i) that certain Unconditional Guaranty of Borrower dated as of January 10, 2000
(the "Borrower Guaranty"), (ii) that certain Unconditional Guaranty of Deuer
dated as of January 10, 2000 (the "Deuer Guaranty"), (iii) that certain
Unconditional Guaranty of RTI dated as of January 10, 2000 (the "RTI Guaranty"),
(iv) that certain Unconditional Guaranty of RTIE dated as of January 10, 2000
(the "RTIE Guaranty"), and (v) that certain Unconditional Guaranty of RTI
Electronics dated as of January 10, 2000 (the "RTI Electronics Guaranty"). The
Lender has released Deuer from its obligations under the Deuer Guaranty as a
result of the sale of Deuer in August 2003. RTIE was dissolved by Certificate of
Dissolution dated July 25, 2003.
F. The Borrower, the Guarantors, RTIE, Deuer, Selas SAS, CFR-CECF
Fofumi Ripoche, a corporation organized under the laws of France and a
subsidiary of the Borrower ("CFR") and the Lender entered into that certain
Second Waiver and Amendment Agreement dated as of April 15, 2002, as amended by
that certain First Amendment to Second Waiver and Amendment Agreement dated as
of June 24, 2002, that certain Second Amendment to Second Waiver and Amendment
Agreement dated as of July 30, 2002, that certain Third Amendment to Second
Waiver and Amendment Agreement dated as of November 14, 2002, that certain
Fourth Amendment to Second Waiver and Amendment Agreement dated as of January
16, 2003, that certain Fifth Amendment to Second Waiver and Amendment Agreement
dated as of February 21, 2003, that certain Sixth Amendment to Second Waiver and
Amendment Agreement dated as of February 27, 2003, and that certain Seventh
Amendment to Second Waiver and Amendment Agreement dated as of March 7, 2003 (as
amended, the "Second Waiver Agreement"), pursuant to which the Lender agreed,
among other things, to provide the Borrower with a new supplemental credit
facility (the "Existing Supplemental Credit Facility").
G. The Borrower, the Guarantors and the Lender have, on the date
hereof, entered into that certain Amended, Restated and Consolidated Loan
Agreement (the "Agreement") pursuant to which the Borrower and the Guarantors
requested that the Lender amend, restate and
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consolidate the terms and conditions of the Existing Loan Documents (as such
term is defined in the Agreement), and the Lender has agreed to do so upon and
subject to the terms and conditions of the Agreement.
H. As a condition to entering into the Agreement, the Lender has
required that the Guarantors shall have executed and delivered to the Lender an
instrument guaranteeing the obligations of the Borrower under the Agreement and
the other loan documents referred to in the Agreement (collectively, the "Loan
Documents"), which shall amend, restate and consolidate in their entirety the
Existing Borrower Surety Agreements and the Existing Selas SAS Surety
Agreements.
I. Each Guarantor has determined that the extension of credit to the
Borrower under the Agreement directly benefits, and that its execution, delivery
and performance of this Guaranty is within the corporate purposes and in the
best interests of, each Guarantor.
J. Capitalized terms used herein without definition shall have the
meanings ascribed to them in the Agreement.
COVENANTS
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NOW, THEREFORE, in consideration of the undertakings of the Lender
pursuant to the Agreement and intending to be legally bound, each Guarantor
hereby agrees as follows:
1. Guaranty. The Guarantors hereby jointly and severally irrevocably,
absolutely and unconditionally guarantee and become surety for the following
obligations and liabilities (hereinafter collectively referred to as the
"Obligations"):
(a) the prompt payment by the Borrower, as and when due and payable,
whether by acceleration or otherwise, of all amounts now or hereafter owing by
the Borrower in respect of the Agreement, the Notes and the other Loan
Documents, whether for principal, interest, fees, expenses or otherwise, and the
due performance and observance by the Borrower of its other obligations now or
hereafter existing in respect of any of the Loan Documents and any renewals,
extensions and modifications thereof; and
(b) any and all expenses, including attorneys fees, incurred by the
Lender in enforcing its rights under this Guaranty.
2. Guarantors' Obligations Unconditional.
(a) Each Guarantor hereby guarantees that the Obligations will be
paid strictly in accordance with the terms of the Loan Documents. The liability
of the Guarantors hereunder shall be absolute and unconditional, irrespective
of: (i) any lack of validity or enforceability of any such Loan Document or any
agreement or instrument relating thereto, including, without limitation, the
lack of validity or enforceability of all or any portion of the liens or
security interests granted thereby; (ii) any change in the time, manner or place
of payment of, or in any other term in respect of, all or any of the
Obligations, or any other amendment or waiver of or
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consent to any departure from the terms of any such Loan Document; (iii) any
exchange or release of, or non-perfection of any lien on or security interest
in, any collateral, or any release or amendment or waiver of or consent to any
departure from the terms of any other guaranty for all or any of the
Obligations; (iv) any other circumstance which might otherwise constitute a
defense available to, or a discharge of, the Borrower or any other guarantor or
obligor in respect of the Obligations or any Guarantor in respect hereof; or (v)
the absence of any action on the part of the Lender to obtain payment of the
Obligations from the Borrower or from any Guarantor or from any other guarantor
or obligor.
(b) This Guaranty (i) is a continuing guarantee and shall remain in
full force and effect until all of the Obligations and other expenses guaranteed
pursuant to Section 1 hereof have been paid in full and no further Term Loans or
Revolving Loans are available under the Loan Documents; and (ii) shall continue
to be effective or shall be reinstated, as the case may be, if at any time any
payment of any of the Obligations is rescinded, avoided or rendered void as a
preferential transfer, impermissible set-off, fraudulent conveyance or must
otherwise be returned or disgorged by the Lender upon the insolvency, bankruptcy
or reorganization of either the Borrower or any Guarantor or otherwise, all as
though such rescinded, avoided or voided payment had not been made, and
notwithstanding any action or failure to act on the part of the Lender in
reliance on such payment.
3. Waivers. Each Guarantor hereby waives (i) promptness and diligence;
(ii) notice of the incurrence of any Obligation by the Borrower; (iii) notice of
any actions taken by the Lender or the Borrower under any Loan Document or any
other agreement or instrument relating thereto; (iv) acceptance of this Guaranty
and reliance thereon by the Lender; (v) presentment, demand of payment, notice
of dishonor or nonpayment, protest and notice of protest with respect to the
Obligations, and all other formalities of every kind in connection with the
enforcement of the Obligations or of the obligations of the Guarantors hereunder
or of any other guarantor, the omission of or delay in which, but for the
provisions of this Section 3, might constitute grounds for relieving any
Guarantor of its obligations hereunder; (vi) any requirement that the Lender
protect, secure, perfect or insure any security interest or lien or any property
subject thereto or exhaust any right or take any action against the Borrower,
any Guarantor, any other person or any collateral; and (vii) notice of any
election by the Lender to sell any of the property mortgaged, assigned or
pledged as security for any of the Obligations at a public or private sale.
4. Subrogation and Similar Rights. Each Guarantor hereby subordinates
its right of subrogation against the Borrower to the claims of the Lender
against the Borrower, and any right of indemnification by or contribution from
the Borrower, arising by reason of any payment made by any Guarantor hereunder
or otherwise. If, notwithstanding such subordination, any amount shall be paid
to any Guarantor on account of such subrogation, indemnification or contribution
at any time when all of the Obligations shall not have been paid in full, such
amount shall be held in trust for the benefit of the Lender, shall be segregated
from the other funds of the Guarantor and shall forthwith be paid over to the
Lender to be applied in whole or in part by the Lender against the Obligations,
whether matured or unmatured, in accordance with the terms of the Agreement.
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5. Representations and Warranties. Each Guarantor hereby represents and
warrants as follows:
(a) Each Guarantor (i) is a corporation duly organized, validly
existing and in good standing under the laws of the state of its incorporation
(as applicable) as set forth on the first page hereof; and (ii) has all
requisite corporate power and authority to execute, deliver and perform this
Guaranty.
(b) The execution, delivery and performance by each Guarantor of
this Guaranty are within its corporate power, have been duly authorized by all
necessary corporate action, do not and will not contravene any law or
governmental regulation or any contractual restriction binding on or affecting
each Guarantor or any of its property, and do not and will not result in or
require the creation of any lien, security interest or other charge or
encumbrance upon or with respect to any of its property.
(c) No authorization or approval or other action by, and no notice
to or filing with, any governmental authority or other regulatory body is
required for the due execution, delivery and performance by the Guarantors of
this Guaranty.
(d) This Guaranty is a legal, valid and binding obligation of each
Guarantor, enforceable against each Guarantor in accordance with its terms.
(e) There is no action, suit or proceeding pending or threatened
against or otherwise affecting any Guarantor before any court, arbitrator or
governmental department, commission, board, bureau, agency or instrumentality
which may materially and adversely affect each Guarantor's ability to perform
its obligations hereunder.
(f) Each financial statement of each Guarantor which has been
previously furnished to the Lender presents fairly the financial position of
such Guarantor as at the date thereof and its results of operations for the
period covered thereby, all in conformity with generally accepted accounting
principles applied on a consistent basis, and since such date, there has been no
material adverse change in any Guarantor's financial condition or results of
operations except as disclosed to the Lender in writing prior to the date
hereof.
6. Right of Set-off. Upon the occurrence and during the continuance of
any Event of Default, the Lender may, and is hereby authorized at any time and
from time to time, without notice to any Guarantor (any such notice being
expressly waived by each Guarantor) and 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 the Lender to or for the credit or the account of any Guarantor against any
and all obligations of the Guarantors now or hereafter existing under this
Guaranty, irrespective of whether or not the Lender shall have made any demand
under this Guaranty and although such obligations may be contingent or
unmatured. The Lender agrees promptly to notify the Guarantors after any such
set-off and application made by the Lender, provided that the failure to give
such notice shall not affect the validity of such set-off and application. The
rights of the Lender under this Section 6
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are in addition to other rights and remedies (including without limitation,
other rights of set-off) which the Lender may have.
7. Notices. Every notice and communication under this Agreement shall
be in writing and shall be given by either (i) hand-delivery, (ii) first class
mail (postage prepaid), (iii) reliable overnight commercial courier (charges
prepaid), or (iv) telecopy or other means of electronic transmission, if
confirmed promptly by any of the methods specified in clauses (i), (ii) and
(iii) of this sentence, to the following addresses:
To the Guarantors as follows:
Robert F. Gallagher
Chief Financial Officer
Selas Corporation of America
c/o RTI
1260 Red Fox Road
Arden Hills, MN 55112
Telecopy Number: 651-636-3682
With a copy to:
Lawrence F. Flick, II, Esquire
Blank Rome LLP
One Logan Square
Philadelphia, PA 19103
Telecopy Number: 215-569-5555
To the Lender as follows:
Wachovia Bank, N.A.
123 South Broad Street-PA1246
Philadelphia, PA 19109
Attn: Kathleen M. Hedrich, VP
Telecopy Number: 215-670-6646
With a copy to:
Duane Morris, LLP
4200 One Liberty Place
Philadelphia, PA 19103
Attention: Lauren Lonergan Taylor, Esquire
Telecopy Number: 215-979-1020
Notice given by telecopy or other means of electronic transmission shall be
deemed to have been given
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and received when sent. Notice by overnight courier shall be deemed to have been
given and received on the date scheduled for delivery. Notice by mail shall be
deemed to have been given and received three (3) calendar days after the date
first deposited in the United States Mail. Notice by hand delivery shall be
deemed to have been given and received upon delivery. A party may change its
address by giving written notice to the other party.
8. Reports and Financial Information. In addition to any other reports
and financial information which the Guarantors must provide to the Lender under
the Agreement, each Guarantor shall furnish to the Lender:
(a) concurrently with the delivery to the Internal Revenue Service
of each corporate federal income tax return for the Guarantors, a true and
correct copy of each such return; and
(b) from time to time, such other information in each Guarantor's
possession or control as the Lender may reasonably request.
9. Miscellaneous.
(a) The Guarantors will make each payment hereunder in lawful money
of the United States of America and in same day funds to the Lender at its
address as set forth in the Agreement.
(b) This Guaranty contains the entire agreement of the parties
hereto with respect to the subject matter hereof. No amendment of any provision
of this Guaranty shall be effective unless it is in writing and signed by each
Guarantor and the Lender, and no waiver of any provision of this Guaranty, and
no waiver or consent to any departure by any Guarantor therefrom, shall be
effective unless it is in writing and signed by the Lender, and then such waiver
or consent shall be effective only in the specific instance and for the specific
purpose for which given.
(c) No failure on the part of the Lender to exercise, and no delay
in exercising, any right hereunder or under any other Loan Document or any right
against any other guarantor of the Obligations shall operate as a waiver hereof
or thereof; nor shall any single or partial exercise of any right preclude any
other or further exercise thereof or the exercise of any other right. The rights
and remedies of the Lender provided herein and in the other Loan Documents, and
in any instrument signed by any other guarantor of the Obligations are
cumulative and are in addition to, and not exclusive of, any rights or remedies
provided by law. The rights of the Lender under any of the Loan Documents, under
this Guaranty and under any other guaranty of the Obligations against any party
thereto are not conditional or contingent upon any attempt by the Lender to
exercise any of its rights under any other Loan Document, under this Guaranty or
under any other guaranty of the Obligations against any such party or against
any other person.
(d) Any provision of this Guaranty which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability, and such prohibition or
unenforceability shall not invalidate such provision to the extent it is not
prohibited or unenforceable in any other jurisdiction, nor invalidate
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the remaining provisions hereof or thereof, all of which shall be liberally
construed in favor of the Lender in order to effect the provisions hereof.
(e) The obligations of the Guarantors hereunder shall not be subject
to any counterclaim, setoff, deduction or defense based upon any related or
unrelated claim which any Guarantor may now or hereafter have against the
Borrower or the Lender, except payment of the Obligations.
(f) This Guaranty shall (i) be binding on each Guarantor and its
successors and assigns, and (ii) inure, together with all rights and remedies of
the Lender hereunder, to the benefit of the Lender and its successors,
transferees and assigns. Without limiting the generality of the foregoing clause
(ii), the Lender may assign or otherwise transfer any Note held by it, and the
Lender may assign or otherwise transfer its rights under any other Loan Document
or under any other guaranty of the Obligations to any other person, and such
other person shall thereupon become vested with all of the benefits in respect
thereof granted to the Lender, herein or otherwise. Notwithstanding the
foregoing clause (f)(i), none of the rights or obligations of the Guarantors
hereunder may be assigned or otherwise transferred without the prior written
consent of the Lender.
(g) This Guaranty shall be governed by and construed in accordance
with the internal laws, and not the law of conflicts, of the Commonwealth of
Pennsylvania.
(h) Each Guarantor agrees that any action or proceeding against the
Guarantor to enforce, or arising out of, this Guaranty may be commenced in state
or federal court in any county in the Commonwealth of Pennsylvania in which the
Lender has an office, or in any other location where any Guarantor or any of its
property is located, and each Guarantor waives personal service of process and
agrees that a summons and complaint commencing an action or proceeding in any
such court shall be properly served and shall confer personal jurisdiction if
served by registered or certified mail in accordance with Section 7 hereof.
(i) The paragraph headings used herein are for convenience only and
do not affect or modify the terms and conditions hereof.
10. CONFESSION OF JUDGMENT. EACH GUARANTOR HEREBY IRREVOCABLY
AUTHORIZES AND EMPOWERS THE LENDER, BY ITS ATTORNEY, OR THE PROTHONOTARY OR THE
CLERK OF ANY COURT OF RECORD IN THE COMMONWEALTH OF PENNSYLVANIA OR IN ANY
JURISDICTION WHERE PERMITTED BY LAW, UPON THE OCCURRENCE OF AN EVENT OF DEFAULT
AS DEFINED IN THE AGREEMENT OR AT ANY TIME THEREAFTER, TO APPEAR FOR ANY
GUARANTOR AND CONFESS AND ENTER JUDGMENT AGAINST IT IN FAVOR OF THE LENDER IN
ANY JURISDICTION IN WHICH ANY GUARANTOR OR ANY OF ITS PROPERTY IS LOCATED FOR
THE AMOUNT OF ALL OBLIGATIONS, TOGETHER WITH COSTS OF SUIT AND WITH ACTUAL
COLLECTION COSTS (INCLUDING ATTORNEYS' FEES), WITH OR WITHOUT DECLARATION, AND
WITHOUT STAY OF EXECUTION, AND WITH RELEASE OF ERRORS AND THE RIGHT TO ISSUE
EXECUTION FORTHWITH,
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AND FOR DOING SO THIS AGREEMENT OR A COPY VERIFIED BY AFFIDAVIT SHALL BE A
SUFFICIENT WARRANT. EACH GUARANTOR HEREBY WAIVES AND RELEASES ALL RELIEF FROM
ANY AND ALL APPRAISEMENT, STAY OR EXEMPTION LAW OF ANY STATE NOW IN FORCE OR
HEREAFTER ENACTED. THIS AUTHORITY AND POWER SHALL NOT BE EXHAUSTED BY THE
EXERCISE THEREOF AND SHALL CONTINUE UNTIL THE OBLIGATIONS ARE FULLY PAID,
PERFORMED, DISCHARGED AND SATISFIED. BEING FULLY AWARE OF ITS RIGHTS TO PRIOR
NOTICE AND HEARING ON THE VALIDITY OF ANY CLAIMS THAT MAY BE ASSERTED AGAINST IT
BY THE LENDER UNDER THIS AGREEMENT BEFORE JUDGMENT CAN BE ENTERED AND BEFORE
ASSETS OF THE GUARANTORS CAN BE GARNISHED AND ATTACHED, EACH GUARANTOR HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THESE RIGHTS AND EXPRESSLY
AGREES AND CONSENTS TO THE LENDER, UPON THE OCCURRENCE OF AN EVENT OF DEFAULT,
OR AT ANY TIME THEREAFTER, ENTERING JUDGMENT AGAINST ANY GUARANTOR BY CONFESSION
AND ATTACHING AND GARNISHING THE BANK ACCOUNTS AND OTHER ASSETS OF ANY
GUARANTOR, WITHOUT PRIOR NOTICE OR OPPORTUNITY FOR A HEARING. EACH GUARANTOR
ACKNOWLEDGES THAT IT HAS HAD THE ASSISTANCE OF COUNSEL IN THE REVIEW AND
EXECUTION OF THIS AGREEMENT AND FURTHER ACKNOWLEDGES THAT THE MEANING AND EFFECT
OF THE FOREGOING PROVISIONS CONCERNING CONFESSION OF JUDGMENT HAVE BEEN FULLY
EXPLAINED TO EACH GUARANTOR BY SUCH COUNSEL.
11. Judicial Proceedings. Any suit, action, or proceeding, whether
claim or counterclaim, brought or instituted by any Guarantor or the Lender, or
any of their successors or assigns, on or with respect to this Agreement or the
dealings of the Guarantors or the Lender with respect hereto, shall be tried
only by a court and not by a jury. EACH GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION
OR PROCEEDING. Further, each Guarantor waives any right it may have to claim or
recover, in any such suit, action or proceeding, any special, exemplary,
punitive or consequential damages or any damages other than, or in addition to,
actual damages. EACH GUARANTOR ACKNOWLEDGES AND AGREES THAT THIS PARAGRAPH IS A
SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT AND THAT THE LENDER WOULD NOT
EXTEND CREDIT TO THE BORROWER IF THE WAIVERS SET FORTH IN THIS PARAGRAPH WERE
NOT A PART OF THIS AGREEMENT.
12. Existing Guaranties. This Guaranty shall amend, restate and
consolidate in their entirety, but shall not extinguish or act as a novation of
the amounts owed under the Existing Borrower Surety Agreements and the Existing
Selas SAS Surety Agreements.
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IN WITNESS WHEREOF, the Guarantors have caused this Guaranty to be
executed by an officer thereunto duly authorized, as of the date first above
written.
Attest: RESISTANCE TECHNOLOGY, INC.
By:
- ------------------------------- ------------------------------------
Name: Name: Robert F. Gallagher
-------------------------- Title: Chief Financial Officer
Title:
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Attest: RTI ELECTRONICS, INC.
By:
- ------------------------------- ------------------------------------
Name: Name: Robert F. Gallagher
-------------------------- Title: Chief Financial Officer
Title:
-------------------------