exv10w2



 





Exhibit 10.2



To:

DEUTSCHE BANK AG




Filiale Deutschlandgeschäft

Koblenzer Straße 7

57072 Siegen



acting on its own behalf and — as trustee for all rights and obligations of all
other beneficiaries under this guarantee — on behalf of these beneficiaries




Guarantee




We have been informed that the branches and/or subsidiaries of Deutsche Bank AG (hereinafter
collectively and each individually named “Lending Office”) have agreed, subject to certain terms
and conditions, upon our first demand guarantee, to maintain banking business relations with IPG
Laser GmbH, Burbach, Germany, (hereinafter named “Affiliated Company”) and in this context to
conclude contracts (hereinafter collectively and each individually named “Agreement”). Accordingly,
we issue this Guarantee as security for all existing, future and conditional claims resulting from
the respective banking business relation and in order to ensure that the Lending Office shall
receive payment of all amounts expressed to be payable by the Affiliated Company under the
Agreement (the “Indebtedness”) up to the amount of EUR 15.000.000,— in the currency and at the
place provided therein at its stated or accelerated maturity, net of any deduction or withholding
whatsoever and irrespective of the factual or legal circumstances (including, but not limited to,
force majeure or any event or action delaying or preventing any conversion or transfer to or
receipt by you in the account agreed to by you) and motives by reason of which the Affiliated
Company may fail to pay the Indebtedness.



Provided that and as far as claims of subsidiaries of Deutsche Bank AG are collateralised by this
guarantee, Deutsche Bank AG is entitled to require payment to itself, for the purpose of forwarding
the amount received to the respective subsidiary.



1. Guarantee and Guaranteed Amount




We hereby irrevocably and unconditionally guarantee
the payment to the Lending Office, in Siegen
(or on demand at the place of the Lending Office concerned) and in the respective currency or – on
demand of the Lending Office – in Euro up to an amount of – hereinafter converted if necessary –



EUR 15.000.000,—


(in words: Euro fifteenmillion)




(including interest, cost, expenses, fees and all other amounts expressed to be payable by the
Lending Office under the Agreement).



2. Payment upon First Demand




We shall effect payment hereunder immediately upon first demand of Deutsche Bank AG and
confirmation in writing or by teletransmission that the amount claimed from us equals the
Indebtedness (or part thereof) which the Affiliated Company has not paid when due.



 









 





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3. Primary, Independent Obligation




This Guarantee constitutes our primary and independent obligation to make payment to you in
accordance with the terms hereof, under any and all circumstances, regardless of the validity,
legality or enforceability of the Agreement and irrespective of all objections, exceptions or
defences from the Affiliated Company or third parties.



4. Guarantee for Payment




You shall not be required first to claim payment from, to proceed against, or enforce any claims on
or security given by, the Affiliated Company or any other person before making demand from us
hereunder.



5. Exclusion of Specific Defences




This Guarantee and our obligations hereunder shall not be contingent upon the legal relationship
between the Lending Office and the Affiliated Company and shall be independent of any enforceable
notwithstanding (a) any defect in any provision of the Agreement, (b) any absence or insufficiency
of corporate resolutions relating to the Indebtedness, (c) any inadequate representation of the
Affiliated Company, (d) any absence of licences or other authorisations or any factual or legal
restrictions or limitations existing or introduced in the country of the Affiliated Company, (e)
any agreement made between the Lending Office and the Affiliated Company concerning the
Indebtedness, including any extension of the term of payment and any rescheduling or restructuring
of the Indebtedness, whether or not we shall have given our consent thereto, (f) the taking,
existence, variation or release of any other collateral provided to the Lending Office for the
Indebtedness, and the Lending Office’s legal relationship with any provider of such other
collateral, (g) any right of the Affiliated Company to rescind the Agreement, and (h) any right
that the Lending Office may have to set-off the Indebtedness against a counterclaim of the
Affiliated Company.



6. Taxes




Any amount payable by us hereunder will be paid free and clear of and without deduction of any
withholding taxes. Withholding taxes are taxes, duties or governmental charges of any kind
whatsoever which are imposed or levied in, by or on behalf of the country in which we are/or the
Affiliated Company is situated, and which are deducted from any payment hereunder and/or under the
Agreement. If the deduction of withholding taxes is required by law, then we shall pay such
additional amounts as may be necessary in order that the net amounts received by you after such
deduction shall equal the amount that would have been receivable had no such deduction been
required.



7. Currency Indemnity




Payments made by us to you pursuant to a judgement or order of a court or tribunal in a currency
other than that of the Guarantee (the “Guarantee Currency”) shall constitute a discharge of our
obligation hereunder only to the extent of the amount of the Guarantee Currency that you,
immediately after receipt of such payment in such other currency, would be able to purchase with
the amount so received on a recognised foreign exchange market. If the amount so received should be
less than the amount due in the Guarantee Currency under this Guarantee, then as a separate and
independent obligation, which gives rise to a separate cause of action, we are obliged to pay the
difference.



 









 





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8. Limitation of Subrogation




So long as any sum remains payable under the Agreement, we undertake not to assert any claim we may
have against the Affiliated Company by reason of the performance of our obligations under this
Guarantee, whether on contractual grounds or on any other legal basis, until all amounts payable to
the Lending Office under the Agreement have been fully and irrevocably received or recovered. Any
amount received or recovered by us from the Affiliated Company shall be held in trust for and
immediately paid to the Lending Office. If we make any payment to you hereunder, we shall only be
subrogated in the Lending Office’s rights against the Affiliated Company once all amounts payable
to the Lending Office under the Agreement have been fully and irrevocably received or recovered by
the Lending Office.



9. Dissolution/Change of Structure




The obligations under this Guarantee shall remain in force notwithstanding any dissolution or
change in the structure or legal form of the Affiliated Company.



10. Restructuring




The Lending Office shall without our consent be entitled to reschedule or restructure principal,
interest and other amounts payable under the Agreement, to release the Affiliated Company from its
obligations and/or to accept a new debtor if, for reasons which it deems important, the Lending
Office or other companies of the Deutsche Bank group agree to similar measures also with respect to
the Lending Office’s or their other credits extended to entities in the country of the Affiliated
Company. Our liability under this Guarantee shall not be affected by such measures, and we
undertake to pay to you upon first demand, in accordance with the terms hereof, all such amounts in
full and at such time as they would have become due and payable had the Agreement and the
Indebtedness remained effective and unaltered. Our consent to the terms and documentation of such
rescheduling, restructuring, release or debt assumption shall not be required.



11. New Money




Should the Lending Office agree, in connection with a debt restructuring or in order to avoid such
restructuring, to extend new credits (“New Money”) to the Affiliated Company or other entities of
the public or private sector in the country of the Affiliated Company and should the Lending
Office’s participation in such New Money be calculated on the basis of credits extended by the
Lending Office and/or other companies of the Deutsche Bank group to the Affiliated Company or such
other entities, we hereby irrevocably and unconditionally guarantee, in accordance with the terms
hereof, that portion of the claims for principal, interest, cost, expenses, fees and other amounts
payable in respect of the New Money by which the Lending Office’s participation in the New Money is
increased by virtue of the Indebtedness, regardless of whether the Lending Office is legally
obliged to take part in the restructuring of the New Money. Our consent to the terms and
documentation of the New Money shall not be required.



12. Miscellaneous




We represent and warrant that this Guarantee is binding, valid and enforceable against us in
accordance with its terms. We waive any express acceptance of this Guarantee by you. We confirm
that we have taken, and will continue to take, all necessary steps to ensure that any amount
claimed by you from us hereunder can be transferred to you immediately, free of any deduction,



 









 





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cost or charges whatsoever. We waive any right to require information from you in respect of the
Agreement and the Indebtedness.




13. Term




This Guarantee is effective as of its date of issuance and shall expire once all amounts expressed
to be payable by the Affiliated Company to you under the Agreement have been fully and irrevocably
received by you. However, should you thereafter become liable to return monies received in payment
of the Indebtedness as a result of any bankruptcy, composition or similar proceedings affecting the
Affiliated Company, this Guarantee shall be reinstated and become effective again notwithstanding
such expiration.



14. Partial Invalidity




Should any provision of this Guarantee be unenforceable or invalid, the other provisions hereof
shall remain in force.



15.- Waiver of Jury Trial




WE HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS GUARANTEE



16. Applicable Law, Jurisdiction




THIS GUARANTEE AND ALL RIGHTS AND OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS BE GOVERNED
BY GERMAN LAW. WE HEREBY SUBMIT TO THE JURISDICTION OF THE COMPETENT COURTS OF SIEGEN, GERMANY,
AND, AT YOUR OPTION, OF THE COMPETENT COURTS OF OUR DOMICILE.



We hereby irrevocably appoint IPG Laser GmbH, Burbach, Germany, as our agent for service of process
or other legal summons in connection with any action or proceedings in Germany arising under this
Guarantee. We irrevocably waive any objection which we may now or hereafter have that such
proceedings have been brought in an inconvenient forum.



Oxford, MA 01540, USA, dated Oct. 10, 2007




Binding signatures of guarantor  
          /s/ Valentin P. Gapontsev    
       




IPG Photonics Corporation