EXHIBIT 99.2
GUARANTEE
THIS GUARANTEE is given as of June 14, 2001, by USCRE PROPERTIES, LLC,
a Delaware limited liability company ("Guarantor"), to PACIFIC AEROSPACE &
ELECTRONICS, INC., a Washington corporation ("PA&E").
1. Guarantee. For valuable consideration, Guarantor hereby
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unconditionally guarantees to PA&E the full and timely payment of all amounts
owed, and the full performance of all terms, under the Non-negotiable Promissory
Note (the "Note") dated June 14, 2001, in the original principal amount of
$1,000,000.00, made by U.S. Castings, LLC, a Delaware limited liability
corporation ("Obligor"), to PA&E. Guarantor represents and warrants to PA&E that
Guarantor has full power and authority to execute and deliver this Guarantee and
to perform its obligations hereunder and that this Guarantor is a legal, valid
and binding obligation of Guarantor, enforceable in accordance with its terms.
Guarantor shall not revoke this Guarantee until all amounts owing under the Note
are paid in full.
2. Guarantor's Liability Upon Default. If the Obligor fails to pay any
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amount owing under the Note when due, or otherwise defaults under the terms of
the Note, PA&E may, without notice or demand, declare all or part of the amounts
due or to become due under the Note to be immediately due and payable by
Guarantor. Guarantor will immediately pay to PA&E all such amounts, including
without limitation any losses, attorneys' fees and expenses incurred by PA&E by
reason of the Obligor's default.
3. Waiver. Guarantor waives any: (i) presentment, demand of payment,
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notice of dishonor, protest, notice of nonpayment, and all other notices or
demands; (ii) right to require PA&E to proceed against the Obligor or to pursue
any other remedy before proceeding against Guarantor; (iii) defense,
counterclaim or offset that the Obligor may have against PA&E, other than
payment in full of all amounts due under the Note and the right of setoff
specifically described in the Note; and (iv) right of subrogation or right to
enforce PA&E's rights against the Obligor until the Note is paid in full.
4. Authorized Acts. Without notice or demand to Guarantor, and without
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affecting Guarantor's obligations hereunder, PA&E may: (i) change any terms of
the Note, including without limitation the interest rate, the payment amount, or
the maturity date; (ii) compromise or settle any claim against the Obligor or
any other guarantor; (iii) release or substitute the Obligor or any guarantor;
(iv) accept, substitute, surrender, subordinate, waive, or release any
collateral securing the Note or foreclose on and sell any such collateral and
apply the proceeds to the amounts due under the Note, regardless of whether the
sale is commercially reasonable; (v) elect not to pursue any right or remedy
available to PA&E against the Obligor, even if the election impairs or
extinguishes any right of Guarantor against the Obligor; or (vi) assign all or
part of this Guarantee to any other holder of the Note.
5. Guarantee Not Discharged. Guarantor's liability under this Guarantee
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shall continue despite the Obligor's non-existence or lack of authority or the
institution of
insolvency, bankruptcy, reorganization, or receivership proceedings by or
against the Obligor. This Guarantee is an independent obligation to PA&E by the
Guarantor, intended by the parties to be a separate source of repayment of the
Note. This Guarantee will survive the extinguishment of Obligor's liability
under the Note for any reason other than full payment.
6. Right of Offset. Guarantor agrees that PA&E may, at its option,
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elect to offset any amounts that Guarantor owes to PA&E hereunder against any
amounts owing by PA&E to Guarantor under any agreements between the parties.
7. Notices. All notices or other communications made in connection
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with this Guarantee shall be in writing. Any notice or other communication in
connection herewith shall be deemed duly given (i) three business days after it
is sent by express, registered or certified mail, return receipt requested,
postage prepaid or (ii) one business day after it is sent by reputable overnight
courier, in every case, addressed as set forth in the Asset Purchase Agreement
dated June 14 , 2001 between Obligor, Guarantor, PA&E and others, or in each
case, at such other address as may be specified in writing to the other parties
hereto. Any party may give notice or other communication in connection herewith
using any other means (including, but not limited to, personal delivery,
messenger service, telecopy, fax, or ordinary mail), but no such notice or other
communication shall be deemed to have been duly given unless and until it is
actually received by the party for whom it is intended.
8. No Oral Agreements. The terms of this Guarantee may not be waived
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or modified by oral agreement. Any such waiver or modification must be in
writing and signed by PA&E to be effective.
9. Validity. If a court of competent jurisdiction determines that any
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portion of this Guarantee is invalid or unenforceable, that determination shall
not affect the validity or enforceability of the remaining provisions of this
Guarantee.
10. Attorneys' Fees. Guarantor agrees to pay all costs of demand and
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collection, including without limitation reasonable attorneys' fees and
expenses, incurred in collecting the sums due under this Guarantee.
11. Multiple Guarantors. If the Note is guaranteed by one or more
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guarantors, they shall each be jointly and severally liable as a principal to
PA&E for the obligations evidenced by this Guarantee.
GUARANTOR:
USCRE PROPERTIES, LLC
By /s/ Xxxx X. Xxxxx
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Its Manager
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