ARC Group Worldwide 8-K


 


Exhibit 10.33


 


GUARANTEE AND COLLATERAL AGREEMENT SUPPLEMENT


 


GUARANTEE AND COLLATERAL
AGREEMENT SUPPLEMENT, dated as of June 25, 2014 (this “Supplement”), made by ARC Metal Stamping, LLC (the “Additional
Grantor”), in favor of RBS Citizens, N.A., as administrative agent (in such capacity, the “Administrative Agent”)
and collateral agent (in such capacity, the “Collateral Agent”) for the banks and other financial institutions
or entities (the “Lenders”) parties to the Credit Agreement referred to below. All capitalized terms not defined
herein shall have the meaning ascribed to them in such Credit Agreement.


 


WITNESSETH:


 


WHEREAS, ARC Group
Worldwide, Inc., a Utah corporation (the “Parent”), Advanced Forming Technology, Inc., a Colorado corporation
(“AFT”), Arc Wireless, Inc., a Delaware corporation (“Wireless”), Flomet LLC, a Delaware
limited liability company (“Flomet”), General Flange & Forge LLC, a Delaware limited liability company (“General
Flange”), Tekna Seal LLC, a Florida limited liability company (“TeknaSeal”), 3D Material Technologies,
LLC, a Delaware limited liability company (“3D Material” and together with AFT, Wireless, Flomet, General Flange
and Tekna Seal, each a “Borrower” and, collectively the “Borrowers”), the Lenders, the Administrative
Agent and the Collateral Agent have entered into the Credit Agreement, dated as of April 7, 2014 (as amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”);


 


WHEREAS, in connection
with the Credit Agreement, the Borrowers, the Parent, and certain of their respective Subsidiaries (other than the Additional Grantor)
have entered into the Guarantee and Collateral Agreement, dated as of April 7, 2014 (as amended, supplemented or otherwise modified
from time to time, the “Guarantee and Collateral Agreement”) in favor of the Administrative Agent and the Collateral
Agent, in each case for the benefit of the Secured Parties;


 


WHEREAS, the Credit
Agreement requires the Additional Grantor to become a party to the Guarantee and Collateral Agreement; and


 


WHEREAS, the Additional
Grantor has agreed to execute and deliver this Supplement in order to become a party to the Guarantee and Collateral Agreement;


 


NOW, THEREFORE, IT
IS AGREED:


 


1. Guarantee and
Security Agreement. By executing and delivering this Supplement, the Additional Grantor, as provided in Section 8.14
of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor thereunder
with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing,
hereby expressly assumes all obligations and liabilities of a Grantor thereunder. The Additional Grantor hereby assigns and transfers
to the Collateral Agent, and hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security
interest in, all of its Collateral now owned or at any time hereafter acquired by the Additional Grantor or in which the Additional
Grantor now has or at any time in the future may acquire any right, title or interest, as collateral security for the prompt and
complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Additional Grantor’s
Obligations. The information set forth in Annex 1-A hereto is hereby added to the information set forth in the Schedules
to the Guarantee and Collateral Agreement. The Additional Grantor hereby represents and warrants that each of the representations
and warranties contained in Section 4 of the Guarantee and Collateral Agreement (as such representations and warranties
relate to the Additional Grantor) is true and correct on and as the date hereof in all material respects (after giving effect to
this Supplement) as if made on and as of such date.


 






    	 



    	 



    

 


2.Governing
Law. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


IN WITNESS WHEREOF,
the undersigned has caused this Supplement to be duly executed and delivered as of the date first above written.


 





	 	 	ARC Metal Stamping, LLC
	 	 	 
	 	 	By:	/s/ Drew Kelley
	 	 	Name:	Drew Kelley
	 	 	Title:	Chief Financial Officer







 


 


 


[Signature Page to Guarantee and
Collateral Agreement Supplement]


 






    	 



    	 



    




Annex 1-A





to Assumption Agreement