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CONTINUING GUARANTEE OF PAYMENT

Guarantee Agreement

CONTINUING GUARANTEE OF PAYMENT | Document Parties: RENEGADE VENTURE CORPORATION You are currently viewing:
This Guarantee Agreement involves

RENEGADE VENTURE CORPORATION

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Title: CONTINUING GUARANTEE OF PAYMENT
Governing Law: Arizona     Date: 2/8/2005

CONTINUING GUARANTEE OF PAYMENT, Parties: renegade venture corporation
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Exhibit 99.4

CONTINUING GUARANTEE OF PAYMENT

 

TO: M&I MARSHALL & ILSLEY BANK, a banking corporation organized and existing

under the laws of the State of Wisconsin

 

1. FOR VALUABLE CONSIDERATION, the undersigned (hereinafter called

"Guarantor"), whose address is set forth after Guarantor's signature below,

jointly and severally, and unconditionally, guarantees and promises to pay to

M&I MARSHALL & ILSLEY BANK, a banking corporation organized and existing under

the laws of the State of Wisconsin (hereinafter called "Lender"), or order, upon

demand, in lawful money of the United States, all indebtedness of HAMILTON

AEROSPACE TECHNOLOGIES, INC., a Delaware corporation (hereinafter called

"Borrower") to Lender. If more than one Borrower is named herein, or if this

Guarantee is executed by more than one Guarantor, the word "Borrower" and the

word "Guarantor" respectively shall mean all and any one or more of them,

severally and collectively. The word "indebtedness" is used in its most

comprehensive sense and includes any and all advances, debts, obligations, and

liabilities of Borrower previously, now or hereafter made, incurred or created,

with or without notice to Guarantor, whether voluntary or involuntary, and

however arising, whether due or not due, absolute or contingent, liquidated or

unliquidated, determined or undetermined, whether Borrower is liable

individually or jointly with others, whether such indebtedness is reduced to

judgment, whether recovery upon such indebtedness may be or hereafter become

barred by any statute of limitations, and whether such indebtedness may be or

hereafter become otherwise unenforceable.

This is a continuing guarantee that shall remain in full force and effect

and includes all indebtedness arising under future transactions or under

successive transactions which either continue then existing indebtedness or from

time to time renew it after it has been satisfied, but shall not apply to any

indebtedness created after actual receipt by Lender of written notice of the

revocation of this Guarantee as to future transactions. Any such revocation of

this Guarantee at any time by any Guarantor as to future transactions shall not

affect the liability of any other guarantor for indebtedness of Borrower and

shall not affect the liability of that Guarantor or any other guarantor for

indebtedness incurred or credit committed by Lender to Borrower prior to the

effective time of that revocation; this Guarantee shall remain in full force and

effect as to all such indebtedness. The death of any Guarantor shall not operate

as a revocation of liability hereunder of the estate of that Guarantor for

indebtedness created or incurred or credit committed by Lender to Borrower

subsequent to such death until actual receipt by Lender of written notice of the

death of that Guarantor. Guarantor waives notice of revocation given by any

other guarantor. The indebtedness guaranteed hereby is hereinafter collectively

called the "Indebtedness".

2. The obligations of Guarantor hereunder are joint and several if

Guarantor is more than one person or entity, are separate and independent of the

obligations of Borrower and of any other guarantor, and a separate action or

actions may be brought and prosecuted against Guarantor whether action is

brought against Borrower or any other guarantor or whether Borrower or any other

guarantor is joined in any action or actions. The obligations of Guarantor

hereunder are also separate and independent of Guarantor's obligations in any

other capacity, including without limitation as a general partner if Borrower is

a partnership and Guarantor is a general partner in Borrower, and an action may

be brought and prosecuted against Guarantor under this Guarantee separately

<PAGE>

 

from, or concurrently with, any action against Guarantor for Guarantor's

obligations in any other capacity. The obligations of Guarantor hereunder shall

survive and continue in full force and effect until payment in full of the

Indebtedness is actually received by Lender and the period of time has expired

during which any payment made to Lender of all or part of the Indebtedness may

be determined to be a "Preferential Payment" (defined below), notwithstanding

any release or termination of Borrower's or any other guarantor's liability by

express or implied agreement with Lender or by operation of law, and

notwithstanding that the Indebtedness or any part thereof is deemed to have been

paid or discharged by operation of law or by some act or agreement of Lender.

For purposes of this Guarantee, the Indebtedness shall be deemed to be paid only

to the extent that Lender actually receives immediately available funds, to the

extent of any credit bid by Lender at any foreclosure or trustee's sale of any

security for the Indebtedness, or to the extent agreed in writing by Lender.

3. Guarantor shall remain liable under this Guarantee for all Indebtedness

arising (including without limitation all accruing interest) after the filing of

a petition or the commencement of any proceeding by or against Borrower under

any bankruptcy or insolvency laws, or after the discharge or release of Borrower

under any bankruptcy or insolvency laws. If, as a result of any bankruptcy of

Borrower, or for any other reason, Lender is required to return or restore, or

pay to a trustee, receiver or any other person or entity, any payment previously

made to Lender of all or any part of the Indebtedness ("Preferential Payment"),

the liability of Guarantor hereunder shall continue, or shall be reinstated and

revived, with respect to that amount as though such amount had never been

received by Lender.

4. Guarantor is providing this Guarantee at the instance and request of

Borrower to induce Lender to extend or continue financial accommodations to

Borrower. Guarantor hereby represents and warrants that Guarantor is and will

continue to be fully informed about all aspects of the financial condition and

business affairs of Borrower that Guarantor deems relevant to the obligations of

Guarantor hereunder and hereby waives and fully discharges Lender from any and

all obligations to communicate to Guarantor any information whatsoever regarding

Borrower or Borrower's financial condition or business affairs.

5. Guarantor authorizes Lender, without notice or demand and without

affecting Guarantor's liability hereunder, from time to time, to: (a) renew,

modify, compromise, extend, accelerate or otherwise change the time for payment

of, or otherwise change the terms of the Indebtedness or any part thereof,

including increasing or decreasing the rate of interest thereon; (b) release,

substitute or add any one or more endorsers, Guarantor or other guarantors; (c)

take and hold security for the payment of this Guarantee or the Indebtedness,

and enforce, exchange, substitute, subordinate, waive or release any such

security; (d


 
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