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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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