Exhibit 10.10
================================================================================
SECURITY AGREEMENT
among
PACIFIC AEROSPACE & ELECTRONICS, INC.,
AEROMET AMERICA, INC.,
BALO PRECISION PARTS, INC.,
CASHMERE MANUFACTURING CO., INC.,
CERAMIC DEVICES, INC.,
ELECTRONIC SPECIALTY CORPORATION,
NORTHWEST TECHNICAL INDUSTRIES, INC.,
PACIFIC COAST TECHNOLOGIES, INC.,
PA&E INTERNATIONAL, INC.,
SEISMIC SAFETY PRODUCTS, INC.
and
SKAGIT ENGINEERING & MANUFACTURING, INC.,
each a Debtor
and
FIRST UNION NATIONAL BANK,
as Collateral Agent
Dated as of March 25, 2002
================================================================================
TABLE OF CONTENTS
Page
----
SECTION 1. DEFINITIONS........................................................... 1
SECTION 2. ASSIGNMENT; SECURITY INTERESTS; INSURANCE PROCEEDS.................... 2
2.01 Assignment; Grant of Security Interests............................... 2
2.02 Power of Attorney..................................................... 3
2.03 Costs of Enforcement.................................................. 4
SECTION 3. GENERAL REPRESENTATIONS AND WARRANTIES................................ 5
3.01 Location of Collateral................................................ 5
3.02 Debtor Organization................................................... 5
3.03 Enforceability........................................................ 5
3.04 Ownership............................................................. 5
3.05 Business.............................................................. 5
3.06 Control............................................................... 5
3.07 Liens................................................................. 6
3.08 Consents.............................................................. 6
SECTION 4. SPECIAL PROVISIONS CONCERNING ACCOUNTS; INSTRUMENTS; CHATTEL PAPER;
COMMERCIAL TORT CLAIMS................................................ 6
4.01 Additional Representations and Warranties............................. 6
4.02 Maintenance of Records................................................ 6
4.03 Direction to Account Debtors; Contracting Parties; etc................ 6
4.04 Collection............................................................ 7
4.05 Instruments and Chattel Paper......................................... 7
4.06 Commercial Tort Claims................................................ 7
SECTION 5. SPECIAL PROVISIONS CONCERNING PATENTS, COPYRIGHTS AND TRADEMARKS...... 7
5.01 Additional Representations and Warranties............................. 7
5.02 Infringements......................................................... 7
5.03 Other Patents, Copyrights and Trademarks.............................. 8
SECTION 6. PROVISIONS CONCERNING ALL COLLATERAL; INSURANCE....................... 8
6.01 Protection of the Collateral Agent's Interests........................ 8
6.02 Further Actions....................................................... 8
6.03 Financing Statements.................................................. 8
i
6.04 Location.............................................................. 9
6.05 Adverse Claims........................................................ 9
6.06 Taxes................................................................. 9
6.07 Tangible Property..................................................... 10
6.08 No Other Liens........................................................ 10
6.09 Access................................................................ 10
SECTION 7. REMEDIES UPON OCCURRENCE OF EVENT OF DEFAULT.......................... 10
7.01 Remedies; Obtaining the Collateral Upon Default....................... 10
7.02 Remedies; Disposition of the Collateral............................... 12
7.03 Waiver of Claims...................................................... 12
7.04 Application of Proceeds............................................... 13
7.05 Remedies Cumulative................................................... 13
7.06 Discontinuance of Proceedings......................................... 14
SECTION 8. INDEMNITY............................................................. 14
SECTION 9. MISCELLANEOUS......................................................... 14
9.01 Notices............................................................... 14
9.02 Waiver; Amendment..................................................... 14
9.03 Obligations Absolute.................................................. 14
9.04 Successors and Assigns................................................ 15
9.05 Headings Descriptive, etc............................................. 15
9.06 GOVERNING LAW; SUBMISSION TO JURISDICTION AND VENUE; WAIVER OF
JURY TRIAL............................................................ 15
9.07 The Debtors' Duties................................................... 16
9.08 Termination; Release.................................................. 16
9.09 Counterparts.......................................................... 16
9.10 Severability.......................................................... 16
9.11 Applicability of Note Purchase Agreement.............................. 17
PATENT STATUS CHART......................................................... 8
SCHEDULE I COMMERCIAL TORT CLAIMS
SCHEDULE II DEBTOR AND COLLATERAL DETAILS
SCHEDULE III PATENTS, COPYRIGHTS AND TRADEMARKS
SCHEDULE IV ADDRESSES OF THE DEBTORS
ii
SECURITY AGREEMENT
SECURITY AGREEMENT, dated as of March 25, 2002 (this "Agreement"), by
and among Pacific Aerospace & Electronics, Inc., a Washington corporation (the
"Company"), and Aeromet America, Inc., Balo Precision Parts, Inc., Cashmere
Manufacturing Co., Inc., Ceramic Devices, Inc., Electronic Specialty
Corporation, Northwest Technical Industries, Inc., Pacific Coast Technologies,
Inc., PA&E International, Inc., Seismic Safety Products, Inc. and Skagit
Engineering & Manufacturing, Inc. (each a "Subsidiary Guarantor"; each
Subsidiary Guarantor and the Company are referred to herein individually as a
"Debtor" and collectively as the "Debtors"), and First Union National Bank, a
national banking association, in its capacity as Collateral Agent for the
Secured Parties (as hereinafter defined) (in such capacity, the "Collateral
Agent"),
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, each Subsidiary Guarantor is a wholly-owned Subsidiary (as
hereinafter defined) of the Company;
WHEREAS, the Company, the Initial Purchaser (as hereinafter defined) and
the Collateral Agent have entered into that certain Note Purchase Agreement,
dated as of March 19, 2002 (as such agreement may be amended, restated, modified
or supplemented from time to time, the "Note Purchase Agreement");
WHEREAS, as a condition precedent to the obligations of the Initial
Purchaser under the Note Purchase Agreement, each Debtor is required to execute
and deliver this Agreement and to grant to the Collateral Agent for the benefit
of the Secured Parties (as hereinafter defined) a continuing security interest
in all of the Collateral (as hereinafter defined) in which it has an interest;
NOW, THEREFORE, in consideration of the benefits to each Debtor, the
receipt and sufficiency of which are hereby acknowledged, each Debtor hereby
makes the following assignments, representations and warranties to the
Collateral Agent and hereby covenants and agrees with the Collateral Agent as
follows:
SECTION 1. DEFINITIONS
For all purposes of this Agreement, (i) capitalized terms not otherwise
defined herein shall have the meanings set forth in the Note Purchase Agreement,
(ii) the following terms, which are defined in the UCC (as hereinafter defined)
are used herein as so defined: Accession, Account, Chattel Paper, Copyrights,
Commercial Tort Claim, Deposit Account, Document, Equipment, Fixtures, General
Intangible, Goods, Instrument, Inventory, Investment Property, Letter-of-Credit
Right, Patent, Proceeds, Supporting Obligation, Tangible Chattel Paper, and
Trademark, and (iii) the principles of construction set forth in the Note
Purchase Agreement shall apply.
In addition, the following terms shall have the meanings herein
specified:
"Collateral" has the meaning provided in Section 2.01(a).
"Collateral Agent" has the meaning specified in the preamble hereto.
"Collateral Proceeds" shall mean, with respect to a Debtor, "proceeds"
as such term is defined in the UCC or under other relevant law and, in any
event, shall include, but shall not be limited to, (i) any and all proceeds of
any insurance, indemnity, warranty or guaranty payable to the Collateral Agent
or such Debtor from time to time, and claims for insurance, indemnity, warranty
or guaranty effected or held for the benefit of such Debtor, with respect to any
of the Collateral, (ii) any and all payments (in any form whatsoever) made or
due and payable to such Debtor from time to time in connection with any
requisition, confiscation, condemnation, seizure or forfeiture of all or any
part of the Collateral by any Governmental Authority (or any person acting under
color of Governmental Authority) and (iii) any and all other amounts from time
to time paid or payable under or in connection with any of the Collateral.
"Company" has the meaning specified in the preamble hereto.
"Debtor" has the meaning provided in the preamble of this Agreement.
"Note Purchase Agreement" has the meaning provided in the second whereas
clause of this Agreement.
"Secured Obligations" shall mean all obligations, fees, charges,
liabilities and indebtedness of every nature of each Debtor from time to time
owing to the Collateral Agent and/or the Secured Parties under the Note Purchase
Agreement and/or any other Operative Agreement to which such Debtor is a party.
"Secured Party" shall mean the Collateral Agent, the Initial Purchaser
and each other Holder of the Notes.
"Subsidiary Guarantor" has the meaning specified in the preamble hereto.
"UCC" shall mean the Uniform Commercial Code as in effect in the State
of New York on the date hereof; provided, however, in the event that, by reason
of mandatory provisions of law, any or all of the attachment, perfection or
priority of the security interest in any Collateral is governed by the Uniform
Commercial Code as in effect in a jurisdiction other than the State of New York,
the term "UCC" shall mean the Uniform Commercial Code as in effect in such other
jurisdiction for purposes of the provisions hereof relating to such attachment,
perfection or priority and for purposes of definitions related to such
provisions.
SECTION 2. ASSIGNMENT; SECURITY INTERESTS; INSURANCE PROCEEDS
2.01 Assignment; Grant of Security Interests.
(a) Each Debtor, as security for the prompt and complete payment and
performance when due of the Secured Obligations of such Debtor, does hereby
assign, pledge, convey, set over and transfer unto the Collateral Agent for the
benefit of the Secured Parties, and does hereby grant to the Collateral Agent
for the benefit of the Secured Parties a continuing security interest of first
priority in, all of the right, title and interest of such Debtor in, to and
under all of the following, whether now existing or hereafter from time to time
acquired (collectively, the "Collateral"):
2
(i) all Equipment, Inventory, Fixtures and Goods of such
Debtor;
(ii) all Accounts, Deposit Accounts, Investment Property and
all other cash and currency of such Debtor;
(iii) all General Intangibles of such Debtor;
(iv) all Chattel Paper, Documents and Instruments owned by
such Debtor;
(v) all property and interests in property of such Debtor
now or hereafter coming into the actual possession, custody or control
of the Collateral Agent or any Secured Party in any way and for any
purpose (whether for safe keeping, deposit, custody, pledge,
transmission, collection or otherwise);
(vi) all books and records of such Debtor relating to any
Collateral;
(vii) all other property and interests in property of such
Debtor constituting personal property;
(viii) all Commercial Tort Claims of such Debtor, as specified
on Schedule I;
(ix) all Letter-of-Credit Rights of such Debtor;
(x) all Supporting Obligations of such Debtor; and
(xi) all Accessions and all Collateral Proceeds and products
of any and all of the foregoing.
(b) The Collateral pledged and the security interest granted by each
of the Debtors secures the prompt and complete payment and performance of all
the Secured Obligations owed by such Debtor, and the security interest of the
Collateral Agent held under this Agreement extends to all Collateral which any
Debtor may acquire at any time during the continuation of this Agreement.
2.02 Power of Attorney.
Each Debtor hereby irrevocably appoints the Collateral Agent as its
attorney-in-fact with right of substitution, so that the Collateral Agent or any
other Person empowered by the Collateral Agent shall be authorized, without need
of further authorization from such Debtor, at any time upon the occurrence of
and during the continuance of an Event of Default, in the Collateral Agent's
discretion to take any and all actions authorized or permitted to be taken by
the Collateral Agent under this Agreement or by law, including but not limited
to the power:
(i) to effect the sale of any of the Collateral in one or
more transactions to the extent permitted by law and in such other manner as may
be determined by the attorney-in-fact, including the direct sale without public
auction of
3
any such Collateral at such price, and upon such terms as may be
determined by the attorney-in-fact;
(ii) to enter upon any premises where the Collateral or any
part thereof may be located without the need for a court order or other
form of authority otherwise than upon the authority granted herein;
(iii) to take and retain actual possession and control of any
such Collateral as receivers without bond or otherwise, and transport
any of it to any location as determined by such attorney-in-fact;
(iv) to make any repairs, additions and improvements on the
Collateral as such attorney-in-fact shall deem proper or necessary;
(v) to administer, manage and use any of the Collateral;
(vi) to conclude any agreement and collect any monies
thereunder or otherwise due to any Debtor in respect of, or generated
through the usage of, any of the Collateral;
(vii) to institute and maintain such suits and proceedings as
such attorney-in-fact shall deem expedient to prevent any impairment of
the Collateral or to preserve and protect such attorney-in-fact's
interest therein;
(viii) to execute and deliver such deeds of conveyance or sale
as may be necessary or proper for the purpose of conveying full title
and ownership, free from any claims and rights of any Debtor, to any of
the Collateral, after foreclosure thereof; and
(ix) in general, to sign such agreements and documents and
perform such acts and things required, necessary or, in the opinion of
such attorney-in-fact, advisable, to fully accomplish the purpose
hereof.
Each Debtor hereby confirms and ratifies any and all actions and things
performed or done by the Collateral Agent as the Debtor's attorney-in-fact or
any of its representatives in each case pursuant to the powers granted
hereunder.
This special power of attorney shall be deemed coupled with an interest,
and cannot be revoked by any Debtor until all of the Secured Obligations have
been paid in full.
2.03 Costs of Enforcement.
All reasonable costs, expenses, charges and fees paid or incurred by the
Collateral Agent in the exercise of any of the rights, remedies or powers
granted under this Agreement shall be for the account of the Debtors, and each
Debtor undertakes promptly on demand to pay the same or, as the case may be, to
reimburse the Collateral Agent therefor.
4
SECTION 3. GENERAL REPRESENTATIONS AND WARRANTIES
Each Debtor represents and warrants, which representations and
warranties shall survive execution and delivery of this Agreement and the
payment in full of the Secured Obligations, as follows:
3.01 Location of Collateral.
All of the Inventory and Equipment is located at the places specified on
Schedule II. The office where each Debtor keeps its records concerning Accounts
and other Collateral is located at the address specified on Schedule II for such
Debtor. None of the Accounts is evidenced by an Instrument or by Chattel Paper
which have not been delivered to the Collateral Agent.
3.02 Debtor Organization.
Each Debtor's exact legal name, state of incorporation or formation,
principal place of business and chief executive office are (and for the four
months prior to the date hereof has been) as set forth on Schedule II. Each
Debtor is qualified to do business and in good standing in all states and other
jurisdictions in which the failure to be so qualified and in good standing would
have a Material Adverse Effect or a material adverse effect on the ability of
such Debtor to enforce the collection of Accounts due from customers residing in
such locations.
3.03 Enforceability.
This Agreement has been duly executed and delivered by each Debtor and
constitutes a legal, valid and binding obligation of such Debtor enforceable in
accordance with its terms, except to the extent that such enforcement may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' rights generally and by general principles of
equity (whether enforcement is sought by proceedings in equity or at law).
3.04 Ownership.
Each Debtor is the legal, record and beneficial owner of, and has good
and marketable title to, the Collateral which it owns, free and clear of any
Lien whatsoever, except (i) for the Lien created hereby and any other Liens
permitted to be created pursuant to the Note Purchase Agreement, (ii) for the
Lien on patent no. 4,925,607 in favor of Xxxxx X. Xxxx and (iii) that the
assignments of patent nos. 4,925,607 and EP 0 522 687 B1 to Pacific Coast
Technologies, Inc. have not been recorded with the appropriate Governmental
Authorities. No financing statement or other security instrument is on file in
any jurisdiction covering any of the Collateral, other than such as have been
filed with respect to (i) the Lien created hereby or (ii) any other Liens
permitted to be created pursuant to the Note Purchase Agreement.
3.05 Business.
None of the Debtors conducts any business under any name or trade name
other than its proper legal name, which is the name set forth on Schedule II.
The taxpayer identification number of each Debtor is set forth on Schedule II.
3.06 Control.
5
Except for Inventory in transit in the ordinary course of each Debtor's
business, such Debtor has exclusive possession and control of the Inventory and
Equipment.
3.07 Liens.
This Agreement creates a continuing Lien in the Collateral, securing the
payment of the Secured Obligations.
3.08 Consents.
No consent or authorization of, filing with, notice to, or other act by
or in respect of, any Governmental Authority or any other Person is required
with respect to each Debtor in connection with either (i) the grant by such
Debtor of the Lien created hereby or the execution, delivery or performance of
this Agreement by such Debtor or (ii) for the perfection of or the exercise by
the Collateral Agent of its rights and remedies hereunder, other than the filing
of financing statements and continuation statements with the Secretary of State
of the State of Washington.
SECTION 4. SPECIAL PROVISIONS CONCERNING ACCOUNTS; INSTRUMENTS; CHATTEL
PAPER; COMMERCIAL TORT CLAIMS
4.01 Additional Representations and Warranties.
As of the time when each Account arises, each Debtor shall be deemed to
have represented and warranted, to the best of its knowledge and belief and
unless otherwise disclosed by such Debtor in writing to the Collateral Agent,
that such Account, and all records, papers and documents relating thereto (if
any) are genuine and in all respects what they purport to be, will evidence true
and valid obligations, enforceable in accordance with their respective terms and
will be in compliance and will conform with all applicable law.
4.02 Maintenance of Records.
Each Debtor will keep and maintain at its own cost and expense
satisfactory and complete records of the Accounts, including, but not limited
to, the originals of all documentation with respect thereto, records of all
payments received, all credits granted thereon (subject to customary record
retention policies) and all other dealings therewith, and such Debtor will make
the same available to the Collateral Agent and the Secured Parties and their
respective representatives for inspection, at such Debtor's own cost and
expense, at all reasonable times upon reasonable prior written notice. Each
Debtor shall, at its own cost and expense, deliver all tangible evidence of the
Accounts (including, without limitation, all documents evidencing the Accounts)
and such books and records to the Collateral Agent or to its representatives
(copies of which evidence and books and records may be retained by such Debtor)
upon its demand at any time after the occurrence of and during the continuance
of an Event of Default. If the Collateral Agent so directs, each Debtor shall
legend, in form and manner reasonably satisfactory to the Collateral Agent, the
Accounts, as well as books, records and documents of such Debtor evidencing or
pertaining to the same with an appropriate reference to the fact that the
Accounts have been assigned to the Collateral Agent and that the Collateral
Agent has a security interest therein.
4.03 Direction to Account Debtors; Contracting Parties; etc.
6
Each Debtor agrees that upon the occurrence of and during the
continuance of an Event of Default, the Collateral Agent may, at its option,
directly notify the obligors with respect to any Accounts to make payments with
respect thereto as directed by the Collateral Agent and (ii) the Collateral
Agent may apply, without notice to or assent by such Debtor, any or all such
amounts in the manner provided in the Note Purchase Agreement.
4.04 Collection.
Each Debtor shall endeavor to cause to be collected from the account
debtor named in such Debtor's Accounts, as and when due (including, without
limitation, amounts which are delinquent, such amounts to be collected in
accordance with generally accepted lawful collection procedures) any and all
amounts owing under or on account of such Account, and apply forthwith upon
receipt thereof all such amounts as are so collected to the outstanding balance
of such Account, except that, unless an Event of Default shall have occurred and
be continuing (and shall not have been waived by an appropriate vote or other
action by the Secured Parties), such Debtor may, subject to compliance with the
Note Purchase Agreement and other Operative Agreements, allow in the ordinary
course of business as adjustments to amounts owing under such Debtor's Accounts
(i) an extension or renewal of the time or times of payment, or settlement for
less than the total unpaid balance, which such Debtor finds appropriate in
accordance with sound business judgment and (ii) a refund or credit due as a
result of returned or damaged merchandise or improperly performed services.
4.05 Instruments and Chattel Paper.
If any Collateral shall be evidenced by any Instrument or Chattel Paper,
each Debtor shall within 10 days thereof either (i) deliver or pay over or
otherwise credit to the account of the Collateral Agent such Instrument or
Chattel Paper; or (ii) notify the Collateral Agent thereof, and shall upon
request by the Collateral Agent promptly deliver such Instrument or Chattel
Paper to the Collateral Agent appropriately endorsed to the order of the
Collateral Agent as further security hereunder.
4.06 Commercial Tort Claims.
If any Debtor becomes involved, or becomes aware of a reasonable
likelihood of becoming involved, in a Commercial Tort Claim, such Debtor shall
within 10 days thereof provide the Collateral Agent with reasonable details
thereof such that Schedule I may be appropriately updated.
SECTION 5. SPECIAL PROVISIONS CONCERNING PATENTS, COPYRIGHTS AND
TRADEMARKS
5.01 Additional Representations and Warranties.
Each Debtor represents and warrants that as of the Closing Date, such
Debtor owns the Patents, Copyrights and Trademarks set forth on Schedule III.
5.02 Infringements.
7
Promptly upon learning thereof, each Debtor shall notify the Collateral
Agent in writing of all pertinent details available thereto, with respect to any
infringement or other violation of such Debtor's rights in any Patent, Copyright
or Trademark that could reasonably be expected to have a Material Adverse
Effect, whether or not such right is presently held by such Debtor. As to each
such instance, to the extent deemed appropriate by such Debtor in its
commercially reasonable judgement, and to the extent permitted by all
requirements of law, such Debtor shall diligently pursue a remedy. Promptly upon
learning thereof, such Debtor shall notify the Collateral Agent in writing of
any claim that any activity of such Debtor infringes or otherwise violates the
right of any third party with respect to any Patent, Copyright or Trademark.
5.03 Other Patents, Copyrights and Trademarks.
If any Debtor hereafter acquires rights in any material Patent,
Copyright or Trademark, such Debtor shall deliver to the Collateral Agent within
30 days, a copy of such Patent, Copyright or Trademark.
SECTION 6. PROVISIONS CONCERNING ALL COLLATERAL; INSURANCE
6.01 Protection of the Collateral Agent's Interests.
Each Debtor will do nothing to impair the rights of the Collateral Agent
in the Collateral; provided, however, that nothing herein shall prevent such
Debtor, prior to the exercise by the Collateral Agent of any such rights, from
undertaking such Debtor's operations in the ordinary course of business. Each
Debtor assumes all liability and responsibility in connection with the
Collateral which it owns and the liability of such Debtor with respect to the
Secured Obligations shall in no way be affected or diminished by reason of the
fact that such Collateral may be lost, destroyed, stolen, damaged or for any
reason whatsoever be unavailable to such Debtor.
6.02 Further Actions.
Each Debtor will, at its own expense, make, execute, endorse,
acknowledge, file and/or deliver to the Collateral Agent from time to time such
lists, descriptions and designations of the Collateral, warehouse receipts,
receipts in the nature of warehouse receipts, bills of lading, documents of
title, vouchers, invoices, schedules, confirmatory assignments, conveyances,
financing statements, transfer endorsements, powers of attorney, certificates,
reports and other assurances or instruments and take such further steps relating
to the Collateral and other property or rights covered by the interests hereby
granted, which the Collateral Agent, upon written direction, deems reasonably
appropriate or advisable to perfect, preserve or protect its security interests
in the Collateral.
6.03 Financing Statements.
Each Debtor agrees to file such financing statements as are necessary to
establish and maintain the security interests contemplated hereunder as valid,
enforceable, first priority security interests as provided herein, and to sign
and deliver to the Collateral Agent such financing statements (or similar
statement or instrument of registration under the law of any jurisdiction), in
form reasonably acceptable to the Collateral Agent as it may from time to time
reasonably request or as are necessary or desirable in its reasonable opinion to
establish and maintain the security interests contemplated hereunder as valid,
enforceable first priority security interests as provided herein and the other
rights and security contemplated herein, all in accordance with the UCC or any
other
8
applicable law. Each Debtor will pay any applicable filing fees and related
reasonable expenses in connection with such financing statements (or similar
statement or instrument of registration). Each Debtor authorizes the Collateral
Agent to file any such financing statements without the signature of such Debtor
to the extent permitted by law. In addition, each Debtor hereby irrevocably
makes, constitutes and appoints Collateral Agent (and all Persons designated by
the Collateral Agent for that purpose) such Debtor's true and lawful
attorney-in-fact to sign the name of such Debtor on any financing statement or
other writing necessary or requested by the Collateral Agent to perfect its Lien
on or in any of the Collateral or to maintain the perfection thereof. The
Collateral Agent agrees to provide the relevant Debtor with a copy of any
financing statement filed by it without the signature of such Debtor promptly
after the filing thereof.
6.04 Location.
Each Debtor shall not (i) change the location of its chief executive
office or principal place of business from the address specified on Schedule II
or remove its books and records from the location specified on Schedule II, (ii)
change its name (including the adoption of any new trade name), jurisdiction of
incorporation, identity or corporate structure, or (iii) change the location of
any other Collateral to a location not listed on Schedule II, unless, in any
such case, it shall have provided at least thirty (30) days' prior written
notice to the Collateral Agent of any such change; provided, however, this
Section 6.04 shall not restrict the Debtors from disposing of or removing any
Collateral for repairs or similar purposes in the ordinary course of its
business and in accordance with the terms of the Note Purchase Agreement. Each
Debtor shall from time to time notify the Collateral Agent of each location at
which any material portion of the Collateral or such books and records are to be
kept for temporary processing, storage, repair or similar purposes. No action
requiring notice to the Collateral Agent under this paragraph shall be effected
until such filings and other measures as may be required under applicable law to
continue uninterrupted the perfected Lien of the Collateral Agent on and in the
Collateral affected thereby shall have been taken, and until the Collateral
Agent shall have received such opinions of counsel with respect thereto as it
may have reasonably requested.
6.05 Adverse Claims.
Each Debtor shall defend the Collateral against all claims and demands
of all Persons (other than the Collateral Agent, the Secured Parties and holders
of Liens permitted to be created pursuant to the Note Purchase Agreement)
claiming an interest therein. Each Debtor shall pay promptly when due all
property and other taxes, assessments and governmental charges or levies imposed
upon, and all claims (including claims for labor, materials and supplies)
against, the Collateral, except to the extent that (i) such Debtor is, in good
faith and by appropriate proceedings, contesting the validity thereof and (ii)
the Collateral that is the subject thereof is not in imminent risk of seizure,
levy, sale, execution or other process.
6.06 Taxes.
Each Debtor confirms to the Collateral Agent that any and all taxes or
fees relating to its business, including, but not limited to, the Accounts and
all goods relating thereto, are its sole responsibility and shall be paid by
such Debtor when due; provided, however, that unless such taxes or fees
represent a Lien on the Collateral of such Debtor, no such tax need be paid if
the same is being contested, in good faith, by appropriate proceedings promptly
instituted and diligently conducted and if an adequate reserve or other
appropriate provision shall have been made therefor as reflected on the audited
financial statements for the relevant fiscal year in accordance with GAAP,
9
and, to the extent such reserves shall be taken thereafter, consistent with such
Debtor's practices. Each Debtor shall maintain its status as a validly existing
legal entity, and shall remain qualified to do business and in good standing in
all states and other jurisdictions in which the failure to be so qualified and
in good standing would have a Material Adverse Effect or a material adverse
effect on the ability of such Debtor to enforce collection of the Accounts due
from customers residing in such locations.
6.07 Tangible Property.
Each Debtor agrees that all Collateral consisting of tangible property
is now and shall remain personal property, notwithstanding the manner in which
such Collateral or any part thereof shall now or hereafter be affixed or annexed
to real estate. Each Debtor shall use commercially reasonable efforts to obtain
and deliver to the Collateral Agent such instruments as may reasonably be
requested by the Collateral Agent pursuant to which any Person with an interest
in any real property upon which all or any part of the tangible Collateral is
now or may hereafter be located consents to the Liens created hereby, disclaims
any Lien on or other interest in the tangible Collateral, waives in favor of the
Collateral Agent all right to distrain or levy upon such Collateral for rent or
other payments due or to become due to such Person, and authorizes the
Collateral Agent to enter upon the relevant premises at any time to remove such
Collateral.
6.08 No Other Liens.
No Debtor shall grant, create or permit to exist any Lien upon all or
any portion of the Collateral, or any proceeds thereof, in favor of any other
Person other than the Collateral Agent and shall not create, or permit to exist,
any obligations, other than those secured by Liens permitted to be created
pursuant to the Note Purchase Agreement, that are secured thereby.
6.09 Access.
Each Debtor shall permit the Collateral Agent, or its representatives,
to have access to the Inventory and the Equipment, and other tangible Collateral
for purposes of inspection during normal business hours and upon reasonable
notice to such Debtor; and shall promptly notify the Collateral Agent in writing
of any material loss or damage to the Inventory, Equipment or other Collateral.
SECTION 7. REMEDIES UPON OCCURRENCE OF EVENT OF DEFAULT
7.01 Remedies; Obtaining the Collateral Upon Default.
Each Debtor agrees that, if any Event of Default shall have occurred and
be continuing, subject to applicable cure periods, (and shall not have been
waived by an appropriate vote or other action by the Secured Parties), then and
in every such case, subject to the terms and provisions of the Note Purchase
Agreement and any applicable law, the Collateral Agent, in addition to any
rights now or hereafter existing under any applicable law, shall have all rights
as a secured creditor under the UCC or other any applicable law in all relevant
jurisdictions and may, acting pursuant to and in accordance with the terms of
the Note Purchase Agreement and other Operative Agreements:
10
(a) personally, or by agents or attorneys, immediately retake
possession of the Collateral or any part thereof, from such Debtor or any other
Person who then has possession of any part thereof with or without notice or
process of law, and for that purpose may enter upon such Debtor's premises where
any of the Collateral is located and remove the same and use in connection with
such removal any and all services, supplies, aids and other facilities of such
Debtor; and
(b) instruct the obligor or obligors on any agreement, instrument or
other obligation, and the Accounts constituting the Collateral to make any
payment required by the terms of such instrument or agreement directly to the
Collateral Agent; and
(c) sell, assign or otherwise liquidate, or direct such Debtor to
sell, assign or otherwise liquidate, any or all of the Collateral or any part
thereof, and take possession of the proceeds of any such sale or liquidation;
and
(d) take possession of the Collateral or any part thereof, by
directing such Debtor in writing to deliver the same to the Collateral Agent at
any place or places designated by the Collateral Agent, in which event such
Debtor shall at its own expense:
(i) forthwith cause the same, to the extent reasonably
feasible, to be moved to the place or places so designated by Collateral
Agent and there delivered to the Collateral Agent,
(ii) store and keep any Collateral so delivered to the
Collateral Agent (to the extent not physically delivered to the
Collateral Agent) at such place or places pending further action by the
Collateral Agent as provided in Section 7.02, and
(iii) while such Collateral shall be so stored and kept,
provide such guards and maintenance services as shall be necessary to
protect the same and to preserve and maintain them in good condition;
it being understood that such Debtor's obligation to so deliver the
Collateral is of the essence of this Agreement and that, accordingly,
upon application to a court having jurisdiction, the Collateral Agent
shall be entitled to a decree requiring specific performance by such
Debtor of such obligation; and
(e) take and practice or use or sell any or all of such Patents,
Copyrights or Trademarks, or take and use or sell each Debtor's rights in such
Patents, Copyrights or Trademarks, along with the goodwill and all other
elements of such Debtor's ongoing business symbolized by such assets and secured
under this Agreement, and the right to carry on the business of the Debtors in
connection with which such assets have been used; and
(f) direct the Debtors to refrain, in which event the Debtors shall
refrain, from practicing under such Patent and Copyright rights directly or
indirectly, or from using the Trademarks in any manner, directly or indirectly,
and if requested by the Collateral Agent, the Debtors shall change their
respective names to eliminate therefrom any use of any Trademarks, and execute
any other and further documents which the Collateral Agent may request further
to confirm the foregoing and to permit the Collateral Agent to enforce its
remedies relating to such Trademarks, Patents and/or Copyrights.
11
7.02 Remedies; Disposition of the Collateral.
Any Collateral repossessed by the Collateral Agent under or pursuant to
Section 7.01, and any other Collateral whether or not so repossessed by the
Collateral Agent, may be sold, assigned, leased or otherwise disposed of under
one or more contracts or as an entirety, and without the necessity of gathering
at the place of sale the property to be sold, and in general in such manner, at
such time or times, at such place or places and on such terms as the Collateral
Agent may, upon written direction in compliance with all applicable law,
determine to be commercially reasonable. Any of the Collateral may be sold,
leased or otherwise disposed of, in the condition in which the same existed when
taken by the Collateral Agent or after any overhaul or repair which the
Collateral Agent shall determine to be commercially reasonable. Any such
disposition which shall be a private sale or other private proceeding permitted
by such requirements shall be made upon not less than ten days' written notice
to the relevant Debtor specifying the time at which such disposition is to be
made and the intended sale price or other consideration therefor, and shall be
subject, for the ten days after the giving of such notice, to the right of such
Debtor or any nominee of such Debtor to acquire the Collateral involved at a
price or for such other consideration at least equal to the intended sale price
or other consideration so specified. To the extent permitted by all requirements
of law, the Collateral Agent may bid for and become the purchaser of the
Collateral or any item thereof, offered for sale in accordance with this Section
7.02. If, under any applicable law, the Collateral Agent shall be required to
make disposition of the Collateral within a period of time which does not permit
the giving of notice to the relevant Debtor as hereinabove specified, the
Collateral Agent shall give such Debtor only such notice of disposition as shall
be reasonably practicable in view of such applicable law.
7.03 Waiver of Claims.
Except as otherwise provided in this Agreement, EACH DEBTOR HEREBY
WAIVES, TO THE EXTENT PERMITTED BY ALL REQUIREMENTS OF LAW, NOTICE AND JUDICIAL
HEARING IN CONNECTION WITH THE COLLATERAL AGENT TAKING POSSESSION OR THE
COLLATERAL AGENT'S DISPOSITION OF ANY OF THE COLLATERAL, IN EACH CASE IF AND AS
PERMITTED BY ALL REQUIREMENTS OF LAW, INCLUDING, WITHOUT LIMITATION, ANY AND ALL
PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH
RIGHT WHICH SUCH DEBTOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY
STATUTE OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION THEREOF, and each
Debtor hereby further waives, to the extent permitted by all applicable law:
(i) all damages occasioned by such taking of possession
except any damages which are the direct result of the gross negligence
or willful misconduct of the Collateral Agent or any Person acting on
its behalf or instruction;
(ii) all other requirements as to the time, place and terms
of sale or other requirements with respect to the enforcement of the
Collateral Agent's rights hereunder; and
(iii) all rights of redemption, appraisement, valuation, stay,
extension or moratorium now or hereafter in force under any applicable
law in order to prevent or delay the enforcement of this Agreement
(including, without limitation, any right to claim that such enforcement
should be stayed pending the outcome of any other
12
action or proceeding (including any arbitration proceeding)) or the
absolute sale of the Collateral or any portion thereof, and such Debtor,
for itself and all who may claim under it, insofar as it or they now or
hereafter lawfully may, hereby waives the benefit of all such applicable
of law.
Any sale of, or the grant of options to purchase, or any other realization upon,
any Collateral shall operate to divest all right, title, interest, claim and
demand, either at law or in equity, of the relevant Debtor therein and thereto,
and shall be a perpetual bar both at law and in equity against such Debtor and
against any and all Persons claiming or attempting to claim the Collateral so
sold, optioned or realized upon, or any part thereof, from, through and under
such Debtor.
7.04 Application of Proceeds.
The proceeds of any Collateral obtained pursuant to Section 7.01 or
disposed of pursuant to Section 7.02 shall be applied in the following order:
FIRST, to the payment of all reasonable out-of-pocket fees and
costs and expenses (including without limitation reasonable attorneys'
fees) of the Collateral Agent under the Operative Agreements, including,
but not limited to, those incurred in connection with enforcing the
rights of Collateral Agent and the Holders under the Operative
Agreements;
SECOND, to the payment of all reasonable out-of-pocket costs and
expenses (including without limitation, reasonable attorneys' fees) of
each of the Holders in connection with enforcing its rights under the
Operative Agreements or otherwise with respect to the Obligations owing
to such Holder;
THIRD, to the payment of all accrued interest and fees on or in
respect of the Obligations;
FOURTH, to the payment of the outstanding principal amount of
the Obligations;
FIFTH, to all other obligations which shall have become due and
payable under the Operative Agreements or otherwise and not repaid
pursuant to clauses "FIRST" through "FOURTH" above; and
SIXTH, to the payment of the surplus, if any, to whoever may be
lawfully entitled to receive such surplus.
Each Debtor irrevocably waives the right to direct the application of
such payments and proceeds and acknowledges and agrees that the Collateral Agent
shall have the continuing and exclusive right to apply and reapply any and all
such payments and proceeds in the Collateral Agent's sole discretion,
notwithstanding any entry to the contrary upon any of its books and records.
7.05 Remedies Cumulative.
No failure or delay on the part of the Collateral Agent in exercising
any right, power or privilege hereunder or under any other Operative Agreement
and no course of dealing between any Debtor and the Collateral Agent shall
operate as a waiver thereof; nor shall any single or partial
13
exercise of any right, power or privilege hereunder or under any other Operative
Agreement preclude any other or further exercise thereof or the exercise of any
other right, power or privilege hereunder or thereunder. The rights, powers and
remedies herein or in any other Operative Agreement expressly provided are
cumulative and not exclusive of any rights, powers or remedies which the
Collateral Agent or any Secured Party would otherwise have. No notice to or
demand on a Debtor in any case shall entitle the Debtor to any other or further
notice or demand in similar or other circumstances or constitute a waiver of the
rights of the Collateral Agent or any Secured Party to any other or further
action in any circumstances without notice or demand.
7.06 Discontinuance of Proceedings.
In case the Collateral Agent shall have instituted any proceeding to
enforce any right, power or remedy under this Agreement by foreclosure, sale,
entry or otherwise, and such proceeding shall have been discontinued or
abandoned for any reason or shall have been determined adversely to the
Collateral Agent, then and in every such case, the Debtor, Collateral Agent and
the Secured Parties shall be restored to their former positions and rights
hereunder with respect to the Collateral subject to the security interest
created under this Agreement, and all rights, remedies and powers of the
Collateral Agent shall continue as if no such proceeding had been instituted.
SECTION 8. INDEMNITY
The provisions of Section 15(b) of the Note Purchase Agreement are
incorporated herein by reference.
SECTION 9. MISCELLANEOUS
9.01 Notices.
All notices and other communications hereunder shall be given in the
manner specified in Section 18 of the Note Purchase Agreement to the parties
hereto at their respective addresses specified in the Note Purchase Agreement
or, with respect to the Subsidiary Guarantors, at their respective addresses set
forth on Schedule IV hereto.
9.02 Waiver; Amendment.
This Agreement may be amended, restated, waived, discharged, or (except
as provided in Section 9.08) terminated only by an instrument in writing
executed by all of the parties hereto. Promptly after the execution of any and
all amendments , supplements and waivers, of and to the Collateral, originals,
if reasonably available and, if not, copies of such amendments, supplements and
waivers shall be delivered to the Collateral Agent.
9.03 Obligations Absolute.
The obligations of each Debtor under this Agreement shall be absolute
and unconditional and shall remain in full force and effect without regard to,
and shall not be released, suspended, discharged, terminated or otherwise
affected by, any circumstance or occurrence whatsoever, including, without
limitation: (i) any renewal, extension, amendment or modification of, or
addition or supplement to or deletion from, the Note Purchase Agreement or any
of the Operative Agreements or any other instrument or agreement referred to
therein, or any assignment or transfer of
14
any thereof; (ii) any waiver, consent, extension, indulgence or other action or
inaction under or in respect of any such instrument or agreement or this
Agreement or any exercise or non-exercise of any right, remedy, power or
privilege under or in respect of this Agreement or any other Operative
Agreements; (iii) any furnishing of any additional security (including, without
limitation, any assets, whether now owned or hereafter acquired, upon which a
Lien is created or granted from time to time) to the Collateral Agent or any
acceptance thereof or any sale, exchange, release, surrender or realization of
or upon any security by the Collateral Agent; or (iv) any invalidity,
irregularity or unenforceability of all or part of the Secured Obligations or of
any security therefor. In the event of any inconsistency between this Agreement
and the Note Purchase Agreement, the Note Purchase Agreement shall govern.
9.04 Successors and Assigns.
This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the respective successors and assigns of the parties hereto and
shall inure to the benefit of the Secured Parties; provided, however, that each
Debtor may not assign or transfer any of its rights or obligations hereunder
without the prior written consent of the Collateral Agent and the Secured
Parties. The Collateral Agent may transfer, assign or grant all or such relevant
part of its rights hereunder in accordance with the provisions of the Note
Purchase Agreement. All agreements, statements, representations and warranties
made by each Debtor herein or in any certificate or other instrument delivered
by such Debtor or on its behalf under this Agreement shall be considered to have
been relied upon by the Collateral Agent and the Secured Parties and shall
survive the execution and delivery of this Agreement, the Note Purchase
Agreement and the other Operative Agreements regardless of any investigation
made by the Collateral Agent and the Secured Parties or on their behalf.
9.05 Headings Descriptive, etc.
The headings of the several sections and subsections of this Agreement
are inserted for convenience only and shall not in any way affect the meaning or
construction of any provision of this Agreement.
9.06 GOVERNING LAW; SUBMISSION TO JURISDICTION AND VENUE; WAIVER OF
JURY TRIAL.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW
PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW), EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE
SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR
COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF
NEW YORK.
(a) Each Debtor and the Collateral Agent, to the extent that they
may lawfully do so, hereby consent to service of process, and to be sued, in the
Borough of Manhattan, City and State of New York, and consent to the
nonexclusive jurisdiction of the courts of the State of New York located in such
Borough and the United States District Court for the Southern District of New
York, as well as to the jurisdiction of all courts to which an appeal may be
taken from such courts, for the
15
purpose of any suit, action, or other proceeding arising out of any of their
obligations hereunder or with respect to the transactions contemplated hereby,
and expressly waive any and all objections they may have as to venue in any such
courts.
(b) EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY, AND
INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
AGREEMENT OR ANY OTHER OPERATIVE AGREEMENT, OR ANY COURSE OR CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF THE DEBTORS OR
THE COLLATERAL AGENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES TO
ENTER INTO THIS AGREEMENT.
9.07 The Debtors' Duties.
It is expressly agreed, anything herein contained to the contrary
notwithstanding, that each Debtor shall remain liable to perform all of the
obligations, if any, assumed by it with respect to the Collateral and the
Collateral Agent shall have no obligations or liabilities with respect to any
Collateral by reason of or arising out of or in connection with this Agreement,
nor shall the Collateral Agent or the Secured Parties be required or obligated
in any manner to perform or fulfill any of the obligations of any Debtor under
or with respect to any Collateral.
9.08 Termination; Release.
This Agreement shall terminate when all Secured Obligations have been
paid in full, and the Collateral Agent, at the written request and expense of
the relevant Debtor, will promptly execute and deliver to such Debtor the proper
instruments (which shall include UCC termination statements on form UCC-3 or
such other similar form which may then be required by law to terminate such
security interest) acknowledging the termination of this Agreement, and will
promptly duly assign, transfer and deliver to such Debtor (without recourse and
without any representation or warranty) free from any interest of the Collateral
Agent or Lien granted hereunder such of the Collateral as may be in possession
of the Collateral Agent and has not theretofore been sold or otherwise applied
or released pursuant to this Agreement together with such notices to third
parties as may be necessary to countermand any notices previously sent to them
pursuant hereto.
9.09 Counterparts.
This Agreement may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which when so
executed and delivered shall be an original, but all of which shall together
constitute one and the same instrument.
9.10 Severability.
In case any one or more of the provisions contained in this Agreement
shall be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall
not in any way be affected and/or impaired thereby. In addition, each Debtor and
the Collateral Agent undertake to negotiate in good faith with a view to
replacing such invalid, illegal or unenforceable provision with another
provision not so invalid, illegal or unenforceable with the same or similar
effect.
16
9.11 Applicability of Note Purchase Agreement.
In amplification of, and notwithstanding any other provisions of this
Agreement, in connection with its obligations hereunder, the Collateral Agent
has all of the rights, powers, privileges, exculpations, protections and
indemnities as are provided for or referred to in the Note Purchase Agreement.
[SIGNATURE PAGE FOLLOWS]
17
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by their respective duly authorized officers as of the
date first above written.
PACIFICE AEROSPACE & ELECTRONICS, INC.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chief Executive Officer
and President
AEROMET AMERICA, INC.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
BALO PRECISION PARTS, INC.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
CASHMERE MANUFACTURING CO., INC.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
CERAMIC DEVICES, INC.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
ELECTRONIC SPECIALTY CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
NORTHWEST TECHNICAL INDUSTRIES, INC.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
PACIFIC COAST TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
PA&E INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
SEISMIC SAFETY PRODUCTS, INC.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
SKAGIT ENGINEERING & MANUFACTURING, INC.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
FIRST UNION NATIONAL BANK, not in its
individual capacity, but solely as
Collateral Agent
By: /s/ Xxxx Xxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxx
Title: Vice President
SCHEDULE I
COMMERCIAL TORT CLAIMS
None.
SCHEDULE II
DEBTOR AND COLLATERAL DETAIL
COMPANY LOCATION USE
------- -------- ---
1. PA&E 000 Xxxx Xxxxxxx Xxxx XX&X xxxxxxxxxxxx
Xxxxxxxxx, XX 00000
2. Northwest Technical 0000 Xxxxxxx Xxxxx Xxxx Bonded Metals Div. operations
Industries, Inc. Xxxxxx, XX 00000
3. Cashmere Port of Chelan Mach. Div. Operations
Manufacturing Co., 000 Xxxx Xxxxxxx Xx.
Xxx. Xxxxxxxxx, XX 00000
4. Pacific Coast Port of Chelan Electr. Group Operations
Technologies, Inc. 000 Xxxx Xxxxxxx Xx.
Xxxxxxxxx, XX 00000
5. PA&E Port of Chelan Mach. Div. Operations
000 Xxxx Xxxxxxx Xx.
Xxxxxxxxx, XX 00000
6. PA&E Port of Chelan Mach. Div. Operations
0000 Xxxxxxx Xxxx Xxxx
Xxxxxxxxx, XX 00000
7. Electronic Specialty Xxxxxxxx Realty, Ltd. Display Div. Operations
Corporation 00000 XX 00xx Xxx. (not in use)
Xxxxxxxxx, XX 00000
8. Skagit Engineering & Sea-Land Development Eng. & Fab. Div. Operations
Manufacturing, Inc. 000 Xxxxxxx Xxxxxx (not in use.
Xxxxx-Xxxxxxx, XX 00000 Partially terminated)
9. Skagit Engineering & 000xx Xxxxxx LLC Eng. & Fab. Office
Manufacturing, Inc. 0000 000xx Xx. XX (subleased)
Xxxxx 000
Xxxxxxxxx Xxxxxxx, XX 00000
10. Northwest Technical Rayonier, Inc. Remote blasting site
Industries, Inc. (site has no address)
SCHEDULE III
PATENTS, COPYRIGHTS AND TRADEMARKS
PACIFIC COAST TECHNOLOGIES, INC.
PATENT STATUS CHART
APPLICANT/
PATENTEE/
ASSIGNEE
COUNTRY ATTORNEY DOCKET NO. INVENTORS SERIAL NO. FILING DATE PATENT NO. ISSUE DATE
---------------------- ------------------- ------------- ---------- ----------- ---------- ----------
PCT, Inc. 42474/5 Xxxxx X. Xxxx 07.16.81 4,507,522 03.26.85
USA Xxxx 12
---------------------- ------------------- ------------- ---------- ----------- ---------- ----------
PCT, Inc. 42474/5 Xxxxx X. Xxxx 05.02.84 4,512,791 04.23.85
USA Xxxx 13
---------------------- ------------------- ------------- ---------- ----------- ---------- ----------
PCT, Inc. 42474/5 Xxxxx X. Xxxx 05.02.84 4,514,207 04.30.85
USA Xxxx 14
---------------------- ------------------- ------------- ---------- ----------- ---------- ----------
PCT, Inc. 42474/5 Xxxxx X. Xxxx 10.08.82 4,514,590 04.30.85
USA Xxxx 15
---------------------- ------------------- ------------- ---------- ----------- ---------- ----------
PCT, Inc. 42474/5 Xxxxx X. Xxxx 11.04.82 4,518,820 05.21.85
USA Xxxx 16
---------------------- ------------------- ------------- ---------- ----------- ---------- ----------
PCT, Inc. 42474/5 Xxxxx X. Xxxx 05.02.84 4,593,758 06.10.86
USA Xxxx 17
---------------------- ------------------- ------------- ---------- ----------- ---------- ----------
APPLICANT/
PATENTEE/
ASSIGNEE
COUNTRY EXPIRATION DATE TITLE STATUS MAINTENANCE FEE DUE DATES
---------------------- --------------- ------------------------- ----------------- ----------------------------------
PCT, Inc. 03.26.02 TERMINAL ASSEMBLY IN FORCE No further fees due
USA
---------------------- --------------- ------------------------- -----------------------------------------------------
PCT, Inc. 04.23.02 HERMETICALLY SEALED IN FORCE No further fees due
INSULATING ASSEMBLY
USA
---------------------- --------------- ------------------------- -----------------------------------------------------
PCT, Inc. 04.30.02 METHOD FOR MAKING IN FORCE No further fees due
TERMINAL ASSEMBLY FOR
HEART PACEMAKER
USA
---------------------- --------------- ------------------------- -----------------------------------------------------
PCT, Inc. 10.08.02 ELECTRICAL TERMINAL IN FORCE No further fees due
ASSEMBLY
USA
---------------------- --------------- ------------------------- -----------------------------------------------------
PCT, Inc. 11.04.02 TERMINAL ASSEMBLY FOR IN FORCE No further fees due
HEART PACEMAKER
USA
---------------------- --------------- ------------------------- -----------------------------------------------------
PCT, Inc. 06.10.03 HERMETICALLY SEALED IN FORCE No further fees due
INSULATING ASSEMBLY
USA
---------------------- --------------- ------------------------- -----------------------------------------------------
APPLICANT/
PATENTEE/
ASSIGNEE
COUNTRY ATTORNEY DOCKET NO. INVENTORS SERIAL NO. FILING DATE PATENT NO. ISSUE DATE
---------------------- ------------------- ------------- ---------- ----------- ---------- ----------
PCT, Inc. 42474/5 Xxxxx X. Xxxx 12.04.84 4,654,000 00.00.00
USA Xxxx 18
---------------------- ------------------- ------------- ---------- ----------- ---------- ----------
PCT, Inc. 42474/5 Xxxxx X. Xxxx 06.29.84 4,657,000 00.00.00
USA Xxxx 19
---------------------- ------------------- ------------- ---------- ----------- ---------- ----------
PCT, Inc.(1) 42474/5 Xxxxx X. Xxxx 10.20.83 4,925,607 5.15.90
USA Xxxx 20
---------------------- ------------------- ------------- ---------- ----------- ---------- ----------
PCT, Inc. 42474/5 Xxxxx X. Xxxx 09.20.82 4,935,000 00.00.00
USA Xxxx 21
---------------------- ------------------- ------------- ---------- ----------- ---------- ----------
PCT, Inc. 42474/6 Xxxxxx X. 01.07.92 5,298,000 00.00.00
Xxxxxx
USA Xxxxxx 1
---------------------- ------------------- ------------- ---------- ----------- ---------- ----------
APPLICANT/
PATENTEE/
ASSIGNEE
COUNTRY EXPIRATION DATE TITLE STATUS MAINTENANCE FEE DUE DATES
---------------------- --------------- ------------------------- ---------------- -----------------------------
PCT, Inc. 12.04.04 TERMINAL ASSEMBLY IN FORCE No further fees due
AND METHOD OF MAKING
USA TERMINAL ASSEMBLY
---------------------- --------------- ------------------------- ---------------- -----------------------------
PCT, Inc. 06.29.04 ELECTRICAL CONNECTOR & IN FORCE No further fees due
METHOD OF PRODUCING
USA ELECTRICAL CONNECTOR
---------------------- --------------- ------------------------- ---------------- -----------------------------
PCT, Inc.(1) 05.15.07 ELECTRICAL INSULATING IN FORCE Release of Sec'y Int. sent to
MATERIAL FORMED FROM AT Xxxx for signature 01.02.
USA LEAST ONE FLUX AND A Sec'y Int. not yet released;
CRYSTALLINE STUFFING need to correct fee payment.
MATERIAL
---------------------- --------------- ------------------------- ---------------- -----------------------------
PCT, Inc. 06.19.07 INSULATED CONDUCTOR WITH IN FORCE No further fees due
CERAMIC-CONNECTED
USA ELEMENTS
---------------------- --------------- ------------------------- ---------------- -----------------------------
PCT, Inc. 01.07.12 DISSIMILAR METAL IN FORCE 09.29.05
CONNECTORS
USA
---------------------- --------------- ------------------------- ---------------- -----------------------------
----------------------
1 Assignment to PCT, Inc. included security interest to Xxxx. Obligation to
Xxxx has been satisfied. Requested and have not yet received the executed
release of the security interest.
APPLICANT/
PATENTEE/
ASSIGNEE
COUNTRY ATTORNEY DOCKET NO. INVENTORS SERIAL NO. FILING DATE PATENT NO. ISSUE DATE
---------------------- ------------------- ------------- ---------- ----------- ---------- ----------
PCT, Inc. 42474/7 Xxxxxx X. 06.02.94 5,433,000 00.00.00
Xxxxxx
USA Xxxxxx 2
---------------------- ------------------- ------------- ---------- ----------- ---------- ----------
PCT, Inc. 42474/7 Xxxxxx X. 06.19.95 5,675.122 10.07.97
Xxxxxx
USA Xxxxxx 3
---------------------- ------------------- ------------- ---------- ----------- ---------- ----------
PCT, Inc. 42474/19c1 Xxxxxx 09/006,000 00.00.00 5,986,000 00.00.00
X.Xxxxxx;
USA Xxxxxx 0 Xxxxxxxx Xxxx
Xxxxxxx
---------------------- ------------------- ------------- ---------- ----------- ---------- ----------
PCT, Inc. 42474/801 Xxxxx Xxxxxxx 09/076,000 00.00.00 6,221,000 00.00.00
USA Xxxxxxx 1
---------------------- ------------------- ------------- ---------- ----------- ---------- ----------
PCT, Inc. 42474/801 PCT Xxxxx Xxxxxxx 99 921 Priority
874.6 Date
EUROPE Xxxxxxx 1 PCT Int'l 05.11.99
PCT/US99/
10313
Published
11.18.09
as WO
99/58322.
APPLICANT/
PATENTEE/
ASSIGNEE
COUNTRY EXPIRATION DATE TITLE STATUS MAINTENANCE FEE DUE DATES
---------------------- --------------- ------------------------- ---------------- -----------------------------
PCT, Inc. 07.27.12 SEALABLE ELECTRONIC IN FORCE 01.18.03, 01.18.07
PACKAGES & METHODS OF
USA PRODUCING & SEALING SUCH
PACKAGES
---------------------- --------------- ------------------------- ---------------- -----------------------------
PCT, Inc. 07.27.12 SEALABLE ELECTRONIC IN FORCE 04.07.05
PACKAGES
USA 04.07.09
---------------------- --------------- ------------------------- ---------------- -----------------------------
PCT, Inc. 03.19.16 WAVEGUIDE WINDOW IN FORCE 05.16.03, 05.16.07, 05.16.11
ASSEMBLY AND MICROWAVE
USA ELECTRONICS PACKAGE
---------------------- --------------- ------------------------- ---------------- -----------------------------
PCT, Inc. 05.12.18 METHODS FOR HERMETICALLY IN FORCE BROADENING REISSUE DEADLINE
SEALING CERAMIC TO 04.24.03; MAINT. FEES DUE:
USA METALLIC SURFACES AND 10.24.04, 10.24.08, 10.24.12
ASSEMBLIES
INCORPORATING SUCH SEALS
---------------------- --------------- ------------------------- ---------------- -----------------------------
PCT, Inc. METHODS AND MATERIALS Pending; Maintenance fee due annually.
FOR SEALING CERAMIC TO Designated
EUROPE METALLIC SURFACES countries are:
Switzerland-
Liechtenstein,
Germany; Denmark,
France, Great
Britain, Italy,
Netherlands and
Sweden;
APPLICANT/
PATENTEE/
ASSIGNEE
COUNTRY ATTORNEY DOCKET NO. INVENTORS SERIAL NO. FILING DATE PATENT NO. ISSUE DATE
---------------------- ------------------- ------------- ---------- ----------- ---------- ----------
---------------------- ------------------- ------------- ---------- ----------- ---------- ----------
PCT, Inc. 42474/802aLasater 4 Xxxxx Xxxxxxx 09/235,000 00.00.00 6,232,004 05.15.01
USA
---------------------- ------------------- ------------- ---------- -------------- ---------- ----------
PPCT, Inc. 42474/802PCT Xxxxx Xxxxxxx 99 920 345.8 Priority
Date 05.05.99
EUROPE Xxxxxxx 3
PCT/US99/09819
Published
11.18.99 as
WO 99/58690.
---------------------- ------------------- ------------- ---------- -------------- ---------- ----------
PCT, Inc. 42474/17-5 Xxxxxx X. 07.09.91 5,110,307 05.05.92
USA Xxxxxx
Xxxxxx
APPLICANT/
PATENTEE/
ASSIGNEE
COUNTRY EXPIRATION DATE TITLE STATUS MAINTENANCE FEE DUE DATES
---------------------- --------------- ------------------------- --------------------------------------------------------
---------------------- -------------- ------------------------- ---------------------------------------------------------
PCT, Inc. 05.06.18 METHODS FOR TREATING IN FORCE BROADENING REISSUE DEADLINE 05.15.03;
CERAMIC MATERIALS AND MAINT. FEES DUE: 11.15.04;
USA CERAMIC MATERIALS 11.15.08; 11.15.12
PRODUCED THEREBY
(Zirconia treatment
with metals)
---------------------- -------------- ------------------------- ---------------------------------------------------------
PPCT, Inc. METHODS FOR TREATING Pending; Maintenance fee due annually
CERAMIC MATERIALS AND Switzerland-
EUROPE IMPROVED TREATED CERAMIC Liechtenstein,
MATERIALS PRODUCED Germany; Denmark
THEREBY (Zirconia France, Great
staining with titanium) Britain, Italy,
Netherlands and
Sweden
---------------------- -------------- ------------------------- ---------------------------------------------------------
PCT, Inc. 07.09.11 LASER IN FORCE 11.05.03
WELDABLE
USA HERMETIC
CONNECTOR
APPLICANT/
PATENTEE/
ASSIGNEE
COUNTRY ATTORNEY DOCKET NO. INVENTORS SERIAL NO. FILING DATE PATENT NO. ISSUE DATE
---------------------- ------------------- ------------- ---------- ----------- ---------- ----------
PCT, Inc. 42474/17 Xxxxxx X. 05.04.92 5,405,272 04.11.95
Xxxxxx
USA Xxxxxx 2
---------------------- ------------------- ------------- ---------- ------------ ---------- ----------
42474/17 Xxxxxx X. 92303983.8 05.01.92 EP 0 522 03.05.97
Xxxxxx 687 B1
UK(2) Xxxxxx 3
---------------------- ------------------- ------------- ---------- ----------- ---------- ----------
PCT, Inc. 42474/17 Xxxxxx X. Can. 04.30.92 2,067,667 12.25.01
CANADA Xxxxxx 20676671
Xxxxxx 4
---------------------- ------------------- ------------- ---------- ----------- ---------- ----------
PCT, Inc. 42474/17 Xxxxxxx X. 11.01.90 5,041,019 08.20.91
Sharp, et al.
USA Sharp 1
---------------------- ------------------- ------------- ---------- ----------- ---------- ----------
PCT, Inc. 42474/17 Xxxxxxx X. 03.18.91 5,109,594 05.05.92
Sharp, et al.
USA Sharp 2
---------------------- ------------------- ------------- ---------- ----------- ---------- ----------
PCT, Inc. 42474/17 Xxxxx X. Xxxx, 09.26.85 4,690,480 09.01.87
et. al.
USA Snow 1
---------------------- ------------------- ------------- ---------- ----------- ---------- ----------
APPLICANT/
PATENTEE/
ASSIGNEE
COUNTRY EXPIRATION DATE TITLE STATUS MAINTENANCE FEE DUE DATES
---------------------- ------------------ ------------------------ ---------------- -----------------------------
PCT, Inc.
04.11.12 LASER WELDABLE HERMETIC IN FORCE 10.11.02, 10.11.06
CONNECTOR
USA
---------------------- ------------------ ------------------------ ---------------- -----------------------------
05.01.12 LASER WELDABLE HERMETIC EU patent ANNUALLY ON MAY 3RD
UK(2) CONNECTOR enforceable in
UK
---------------------- ------------------ ------------------------ ---------------- -----------------------------
PCT, Inc. 04.30.12 LASER WELDABLE HERMETIC IN FORCE ANNUALLY ON APRIL 30TH
CANADA CONNECTOR
---------------------- ----------------- ------------------------- --------------- -----------------------------
PCT, Inc. 11.01.10 TRANSITION JOINT FOR IN FORCE 02.20.03
MICROWAVE PACKAGE
USA
---------------------- ------------------ ------------------------ ---------------- -----------------------------
PCT, Inc. 11.01.10 METHOD OF MAKING SEALED IN FORCE 11.05.03
TRANSITION JOINT
USA
---------------------- ------------------ ------------------------ ---------------- -----------------------------
PCT, Inc. 09.26.05 TUBULAR IN FORCE No further fees due
BI-METAL CONNECTOR
USA
---------------------- ------------------ ------------------------ ---------------- -----------------------------
__________________
(2) Assignment to PCT, Inc. not yet recorded in UK; we are the following up to
record.
PACIFIC AEROSPACE & ELECTRONICS, INC.
PATENT STATUS CHART
APPLICANT/ ATTORNEY DOCKET
ASSIGNEE COUNTRY NO. INVENTORS SERIAL NO. FILE DATE PATENT NO.
------------------ --------------- ------------------- --------- --------- ----------
Pacific Aerospace & 42474/900 Xxxxx X. Xxxxx 09/200,204 11.25.98 6,150,772
Electronics, Inc.
USA
------------------ --------------- ------------------- --------- --------- ----------
Pacific Aerospace & 42474/901 Xxxxxx X. ("Xxxx") 09/302,590 04.30.99
Electronics, Inc.(3) Xxxxx; Xxxxxx X.
Xxxxxx
USA
------------------ --------------- ------------------- --------- --------- ----------
Pacific Aerospace & 42474/902 Xxxxxx X. ("Xxxx") 09/303,196 04.30.99 6,284,389
Electronics, Inc. Xxxxx; Xxxxxx X.
Xxxxxx
USA
------------------ --------------- ------------------- --------- --------- ----------
APPLICANT/
ASSIGNEE COUNTRY ISSUE DATE EXPIRATION DATE TITLE STATUS
------------------ ---------- --------------- ---------------------------- ----------------
Pacific Aerospace & 11.21.00 11.25.18 GAS DISCHARGE LAMP CONTROLLER IN FORCE
Electronics, Inc.
USA
------------------ ---------- --------------- ---------------------------- ----------------
Pacific Aerospace & ELECTRONICS PACKAGES HAVING A PENDING; Claims
Electronics, Inc.(3) COMPOSITE STRUCTURE AND METHODS FOR allowed; Issue Fee
MANUFACTURING SUCH ELECTRONICS paid and formal
USA PACKAGES drawings submitted.
------------------ ---------- --------------- ---------------------------- ----------------
Pacific Aerospace & 09.04.01 04.30.19 COMPOSITE MATERIALS AND METHODS FOR IN FORCE
Electronics, Inc. MANUFACTURING COMPOSITE MATERIALS
USA
------------------ ---------- --------------- ---------------------------- ----------------
APPLICANT/ MAINTENANCE
ASSIGNEE COUNTRY FEE DUE DATES
------------------ ----------------------
Pacific Aerospace & BROADENING REISSUE
Electronics, Inc. DEADLINE 11.21.02;
MAINT. FEES DUE:
05.21.04,
USA 05.21.08,
05.21.12
------------------ ----------------------
Pacific Aerospace &
Electronics, Inc.(3)
USA
------------------ ----------------------
Pacific Aerospace & BROADENING REISSUE
Electronics, Inc. DEADLINE 09.04.03;
MAINT. FEES DUE:
USA 03.04.05
03.04.09
03.04.13
------------------ ----------------------
(3) Xx. Xxxxx holds a Security Interest in these applications but has
consented to the granting by the Company of a second priority perfected security
interest in these applications in favor of the Collateral Agent.
APPLICANT/ ATTORNEY DOCKET
ASSIGNEE COUNTRY NO. INVENTORS SERIAL NO. FILE DATE PATENT NO.
------------------ --------------- ------------------- --------- --------- ----------
Pacific Aerospace & 42474/ Xxxxxx X. ("Xxxx") EP 00 11.15.01
Electronics, Inc. Xxxxx; Xxxxxx X. `928'580.0
901-2.XX Xxxxxx Nat'l phase
of
PCT/US00/11579
EUROPE
------------------------ ------------------ ----------------------- ----------------- -------------- -----------------
APPLICANT/ MAINTENANCE
ASSIGNEE COUNTRY ISSUE DATE EXPIRATION DATE TITLE STATUS FEE DUE DATES
------------------ ---------- --------------- ---------------------------- ----------- -------------
Pacific Aerospace & COMPOSITE ELECTRONICS PENDING.
Electronics, Inc. PACKAGES AND METHODS FOR
MANUFACTURE
EUROPE
------------------ ---------- --------------- ---------------------------- ----------- -------------
SEISMIC SAFETY PRODUCTS, INC.
PATENT STATUS CHART
APPLICANT/
PATENTEE/ ATTORNEY DOCKET
ASSIGNEE COUNTRY NO. INVENTORS SERIAL NO. FILE DATE PATENT NO. ISSUE DATE
------------------ --------------- -------------- ---------- --------- --------- ----------
Seismic Safety 42474/28 Xxxxx X. XxXxxx 03.07.88 4,903,720 02.27.90
Prods., Inc.
USA McGill 1
------------------ --------------- -------------- ---------- --------- --------- ----------
Seismic Safety 42474/28 Xxxxx X. XxXxxx 02.26.91 5,119,841 06.09.92
Prods., Inc.
McGill 2
USA
------------------ --------------- -------------- ---------- --------- --------- ----------
Seismic Safety 42474/28 Xxxxx X. XxXxxx, 11.09.93 5,409,031 04.25.95
Prods., Inc. Xxxxxxx X.
Xxxxxxxxx
XxXxxx 3
USA
------------------ --------------- -------------- ---------- --------- --------- ----------
Seismic Safety 42474/28 Xxxxx X. XxXxxx, 03.13.95 5,704,385 01.06.98
Prods., Inc. Xxxxxxx X.
Xxxxxxxxx
McGill 4
USA
------------------ --------------- -------------- ---------- --------- --------- ----------
APPLICANT/
PATENTEE/ MAINTENANCE FEE
ASSIGNEE COUNTRY EXPIRATION DATE TITLE STATUS DUE DATES
------------------ --------------- --------------------------- --------- ---------------
Seismic Safety 03.07.08 SAFETY SHUTOFF DEVICE IN FORCE All fees paid
Prods., Inc.
USA
------------------ --------------- --------------------------- -------- ---------------
Seismic Safety 02.26.11 SAFETY SHUT OFF APPARATUS IN FORCE 12.09.03
Prods., Inc.
USA
------------------ --------------- --------------------------- -------- ---------------
Seismic Safety 04.25.12 SAFETY SHUT OFF VALVE IN FORCE 10.25.02,
Prods., Inc. 10.25.06
USA
------------------ --------------- --------------------------- -------- ---------------
Seismic Safety 01.06.15 AUTOMATIC AND MANUALLY IN FORCE 07.06.05,
Prods., Inc. OPERABLE SAFETY SHUTOFF
VALVE
07.06.09
USA
------------------ --------------- --------------------------- -------- ---------------
AEROMET INTERNATIONAL PLC
PATENT STATUS CHART
APPLICANT/
PATENTEE/
ASSIGNEE ATTORNEY DOCKET
COUNTRY NO. INVENTORS SERIAL NO. FILING DATE PATENT NO. ISSUE DATE
------------------ --------------- --------- ---------- ----------- ---------- ----------
Aeromet Int'l PLC 9804599.0 03.05.98
(initial)
UK
9904741.7
(final)
------------------ --------------- --------- ---------- ----------- ---------- ----------
Aeromet Int'l PLC 99104277.1
EUROPE
------------------ --------------- --------- ---------- ----------- ---------- ----------
Aeromet Int'l PLC 2264214
CANADA
------------------ --------------- --------- ---------- ----------- ---------- ----------
Aeromet Int'l A00009359 Xxxxxx 09/262,446 03.04.99 6,126,898 10.03.00
US
USA priority to
03.05.98
------------------ --------------- --------- ---------- ----------- ---------- ----------
Aeromet Int'l 00-00000
XXXXX
------------------ --------------- --------- ---------- ----------- ---------- ----------
APPLICANT/
PATENTEE/
ASSIGNEE MAINTENANCE FEE DUE
COUNTRY EXPIRATION DATE TITLE STATUS DATES
------------------ --------------- -------------------------- ------------------- --------------------
Aeromet Int'l PLC CAST ALUMINUM-COPPER ALLOY PENDING; no further
information.
UK
------------------ --------------- -------------------------- ------------------- --------------------
Aeromet Int'l PLC CAST ALUMINUM-COPPER ALLOY PENDING; no further
information.
EUROPE
------------------ --------------- -------------------------- ------------------- --------------------
Aeromet Int'l PLC CAST ALUMINUM-COPPER ALLOY PENDING; no further
information.
CANADA
------------------ --------------- -------------------------- ------------------- --------------------
Aeromet Int'l 03.04.19 CAST ALUMINUM-COPPER ALLOY IN FORCE BROADENING REISSUE
DEADLINE 10.03.02;
MAINT. FEES DUE:
USA 04.03.04, 04.03.08,
04.03.12
------------------ --------------- -------------------------- ------------------- --------------------
Aeromet Int'l CAST ALUMINUM-COPPER ALLOY PENDING; no further
information.
JAPAN
------------------ --------------- -------------------------- ------------------- --------------------
TRADEMARK STATUS REPORT FOR
PACIFIC AEROSPACE & ELECTRONICS, INC.
CLIENT/
ASSIGNMENT MATTER NO. XXXX COUNTRY SERIAL NO. FILING DATE
-------------------- ------------ ---------------------- ----------- --------------- ---------------
PCT, Inc. 42174/10 KRYOFLEX USA 73/117,580 03.01.77
-------------------- ------------ ---------------------- ----------- --------------- ---------------
PCT, Inc. 42174/11 HERMETIC ADVANTAGE USA 74/521,789 05.03.94
-------------------- ------------ ---------------------- ----------- --------------- ---------------
PCT, Inc. 42174/12 PARTNERS WITH USA 74/522,844 05.03.94
TOMORROW
-------------------- ------------ ---------------------- ----------- --------------- ---------------
Seismic Safety 42174/16 NORTHRIDGE VALVE USA 75/169,974 09.23.96
Products, Inc.
-------------------- ------------ ---------------------- ----------- --------------- ---------------
REGISTRATION INT'L
ASSIGNMENT NO./DATE GOODS /SERVICES CLASS STATUS
-------------------- -------------- --------------------------- ----------- -------------------------------------
PCT, Inc. 1,114,452 CERAMIC MATERIALS SOLD 10; 21 REGISTERED;
AS A COMPONENT OF HEART
Mar. 6, 1979 PACEMAKERS Next renewal due 03.06.09
-------------------- -------------- --------------------------- ----------- ------------------------------------
PCT, Inc. 1,998,984 ELECTRONIC COMPONENTS, 9 REGISTERED;
NAMELY ELECTRONIC
CONNECTORS AND SEC. 8/15 DECL due 9.10.01 - 9.10.02;
Sept. 10, 1996 HER-METIC SEALING Renewal due 3.10.06 - 9.10.06
DEVICES
-------------------- -------------- --------------------------- ----------- ------------------------------------
PCT, Inc. 1,998,986 ELECTRONIC COMPONENTS, 9 REGISTERED;
NAMELY ELECTRONIC
CON-NECTORS AND
Sept. 10, 1996 HERMETIC SEALING Sec 8/15 Decl due 9.10.01 - 9.10.02;
DEVICES FOR ELEC-TRONIC
PACKAGES AND CONNECTORS
Renewal due 3.10.06 - 9.10.06
-------------------- -------------- --------------------------- ----------- ------------------------------------
Seismic Safety 2,119,389 VALVES FOR NATURAL GAS 7 REGISTERED;
Products, Inc. DISTRIBUTION SYSTEMS
Dec. 9, 1997 Sec 8/15 Decl due 12.9.02 - 12.9.03;
RENEWAL due 6.9.07 - 12.9.07
-------------------- -------------- --------------------------- ----------- ------------------------------------
SCHEDULE IV
ADDRESSES OF THE DEBTORS
NAME OF DEBTOR STATE OF INCORPORATION PRINCIPAL PLACE OF BUSINESS
-------------- ---------------------- ----------------------------------
Pacific Aerospace & Electronics, Inc. Washington 000 Xxxx Xxxxxxx Xxxx, Xxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Aeromet America, Inc. Washington 000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Balo Precision Parts, Inc. Washington 000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Cashmere Manufacturing Co., Inc. Washington 000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Ceramic Devices, Inc. Washington 000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Electronic Specialty Corporation Washington 00000 XX 00xx Xxxxxx
Xxxxxxxxx, XX 00000
Northwest Technical Industries, Inc. Washington 0000 Xxxxxxx Xxxxx Xxxx
Xxxxxx, XX 00000
Pacific Coast Technologies, Inc. Washington 000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
PA&E International Inc. Washington 000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Seismic Safety Products, Inc. Washington 000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Skagit Engineering & Manufacturing, Inc. Washington 000 Xxxxxxx Xxxxxx
Xxxxx-Xxxxxxx, XX 00000
