Agreement and other Loan Documents.
(c)The New Guarantor hereby (i) agrees to be bound as a Guarantor by all the
terms and provisions of the Credit Agreement and other Loan Documents with the
same force and effect as if it had been a signatory to such Loan Documents on
the execution dates of the Credit
F-1
Form of Guaranty Supplement
Agreement and other Loan Documents and (ii) as of the date hereof, makes each of
the representations and warranties applicable to the Guarantors contained in the
Credit Agreement and other Loan Documents.
(d)Annexed hereto are supplements to certain schedules to the Credit Agreement
(as specified in Appendix A hereto) with respect to the New Guarantor.
Such
supplements shall be deemed to be part of the Credit Agreement.
(e)Each reference to a "Guarantor" or "Loan Party" in the Credit Agreement and
other Loan Documents shall be deemed to include the New Guarantor.
Section 3. Counterparts.
This Agreement may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract. This Agreement shall become effective when the Administrative
Agent shall have received a counterpart of this Agreement that bears the
signature of the New Guarantor.
Delivery of an executed signature page to this
Agreement by facsimile transmission shall be as effective as delivery of a
manually signed counterpart of this Agreement.
Section 4. Effect on Loan Documents.
Except as expressly supplemented hereby,
the Credit Agreement and each other Loan Document shall each remain in full
force and effect.
Section 5. Governing Law.
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK.
[signature pages follow]
F-2
Form of Guaranty Supplement
IN WITNESS WHEREOF, the New Guarantor has caused this Agreement to be duly
executed and delivered as of the day and year first above written.
[_________________________].
By:
Name:
Title:
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Form of Guaranty Supplement
APPENDIX A
SUPPLEMENTS TO SCHEDULES TO CREDIT AGREEMENT
EXHIBIT F-2
FORM OF HOLDINGS GUARANTY
[Reserved].
EXHIBIT G-1
FORM OF SECURITY AGREEMENT
[Reserved].
EXHIBIT G-2
FORM OF UK SECURITY AGREEMENT
[Reserved].
EXHIBIT G-3
FORM OF canadian SECURITY AGREEMENT
[Reserved].
EXHIBIT H
FORM OF MORTGAGE
[Reserved].
EXHIBIT I
[RESERVED]
I-2
Form of Borrowing Base Certificate
EXHIBIT J
form of foreign lender certificate20
Reference is made to that certain Second Amended and Restated Credit Agreement,
dated as of May 19, 2016 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the "Agreement;" the terms
defined therein being used herein as therein defined), among Novanta
Corporation, a Michigan corporation (the "Lead Borrower"), Novanta UK
Investments Holding Limited, a private limited company incorporated in England
and Wales (together with the Lead Borrower and each other Person to join the
Agreement as a Borrower, collectively the "Borrowers" and each a "Borrower"),