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
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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
