SS: COUNTY OF
)
[On this, the
day of
,
, before me, a Notary
Public, the undersigned officer, personally appeared
, who
acknowledged himself/herself to be the
of
, a
(the "Company"), and that he/she as
such officer, being authorized to do so, executed the foregoing instrument for
the purposes therein contained by signing the name of the Company as such
officer.]
[On this, the
day of
,
, before me, a Notary
Public, the undersigned officer, personally appeared
, an
individual, known to me (or satisfactorily proven) to be the person whose name
is subscribed to the within instrument, and acknowledged that he/she executed
the same for the purposes therein contained.]
[On this, the
day of
,
, before me a Notary
Public, personally appeared
, who acknowledged
himself/herself to be the
, of
, a
, (the "General Partner"), the general partner of
, a
, (the "Partnership"), and that
he/she, as the such officer of the General Partner, executed the foregoing
instrument for the purposes therein contained by signing his/her name on behalf
of the Partnership.]
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public
My Commission Expires:
2
EXHIBIT 1.1(G)(2)
FORM OF
FIRST AMENDED AND RESTATED
CONTINUING AGREEMENT OF GUARANTY AND SURETYSHIP
THIS CONTINUING AGREEMENT OF GUARANTY AND SURETYSHIP (as may be further amended,
restated, modified or supplemented from time to time, this "Guaranty"), dated as
of this 16th day of November, 2012, is jointly and severally given by EACH OF
THE UNDERSIGNED AND EACH OF THE OTHER PERSONS WHICH BECOME GUARANTORS HEREUNDER
FROM TIME TO TIME (each, a "Guarantor" and collectively the "Guarantors") in
favor of PNC BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders
(as hereinafter defined) (the "Administrative Agent") in connection with that
First Amended and Restated Credit Agreement, dated as of November 16, 2012, by
and among II-VI Incorporated, a Pennsylvania corporation (the "Borrower"), the
Administrative Agent, the Lenders now or hereafter party thereto (the "Lenders")
and the Guarantors (as may be further amended, restated, modified or
supplemented from time to time, the "Credit Agreement"). Capitalized terms not
otherwise defined herein shall have the respective meanings ascribed to them by
the Credit Agreement and the rules of construction set forth in Section 1.2
[Construction] of the Credit Agreement shall apply to this Guaranty.
15. GUARANTIED OBLIGATIONS. TO INDUCE THE ADMINISTRATIVE AGENT AND THE LENDERS
TO MAKE LOANS AND GRANT OTHER FINANCIAL ACCOMMODATIONS TO THE BORROWER UNDER THE
CREDIT AGREEMENT, EACH GUARANTOR HEREBY JOINTLY AND SEVERALLY, UNCONDITIONALLY
AND IRREVOCABLY, GUARANTIES TO THE ADMINISTRATIVE AGENT, EACH LENDER AND ANY
LENDER WHICH PROVIDES A LENDER PROVIDED HEDGE OR ANY PROVIDER OF OTHER LENDER
PROVIDED FINANCIAL SERVICE PRODUCTS, AND BECOMES SURETY, AS THOUGH IT WAS A
PRIMARY OBLIGOR FOR, THE FULL AND PUNCTUAL PAYMENT AND PERFORMANCE WHEN DUE
(WHETHER ON DEMAND, AT STATED MATURITY, BY ACCELERATION, OR OTHERWISE AND
INCLUDING ANY AMOUNTS WHICH WOULD BECOME DUE BUT FOR THE OPERATION OF AN
AUTOMATIC STAY UNDER THE FEDERAL BANKRUPTCY CODE