Reaffirmation of Guarantors. Each of the undersigned (each, a “Guarantor”) has previously executed that certain Subsidiary Guaranty Agreement dated as of December 14, 2018 (the “Guaranty”) in favor of the Administrative Agent for the benefit of itself and the Secured Parties in connection with the Credit Agreement. Each Guarantor understands that the Borrower, the Administrative Agent and the Lenders have entered into the foregoing Second Amendment to Amended and Restated Credit Agreement of even date herewith (the “Amendment”). Each Guarantor: (a) acknowledges it has read the Amendment, (b) consents to the execution of the Amendment by the Borrower and consents to the matters set forth in the Amendment, (c) reaffirms its obligations under the Guaranty and acknowledges that such document covers all Obligations as the same may be amended and/or increased in the Amendment, (d) agrees that its Guaranty remains in full force and effect in accordance with its terms, (e) agrees that any reference in its Guaranty or any other Loan Documents to the Credit Agreement means the Credit Agreement as amended by the Amendment and (f) agrees that all of the Secured Obligations, as amended by the Amendment, are secured by all of the Security Documents. Dated: June 30, 2020. CENTER MANUFACTURING HOLDINGS, INC., as a Guarantor By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Chief Financial Officer, Secretary and Treasurer CENTER MANUFACTURING, INC., as a Guarantor By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Chief Financial Officer, Secretary and Treasurer CENTER—XXXXXXX PRODUCTS LLC, as a Guarantor By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Chief Financial Officer, Secretary and Treasurer DEFIANCE METAL PRODUCTS CO., as a Guarantor By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Vice President, Secretary and Treasurer DEFIANCE METAL PRODUCTS OF ARKANSAS, INC., as a Guarantor By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Vice President, Secretary and Treasurer DEFIANCE METAL PRODUCTS OF PA., INC., as a Guarantor By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Secretary and Treasurer DEFIANCE METAL PRODUCTS OF WI, INC., as a Guarantor By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Secretary EXHIBIT F to Amended and Restated Credit Agreement dated as of September 26, 2019, by and among Mayville Engineering Company, Inc., as the Borrower, the lenders party thereto, as Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent FORM OF OFFICER’S COMPLIANCE CERTIFICATE OFFICER’S COMPLIANCE CERTIFICATE Dated as of: The undersigned, on behalf of MAYVILLE ENGINEERING COMPANY, INC., a Wisconsin corporation (the “Borrower”), hereby certifies to the Administrative Agent and the Lenders, each as defined in the Credit Agreement referred to below, as follows:
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Samples: Credit Agreement (Mayville Engineering Company, Inc.)
Reaffirmation of Guarantors. Each Guarantor consents to the execution and delivery by the Borrower of this Amendment and jointly and severally ratifies and confirms the terms of the undersigned (each, a “Guarantor”) has previously executed that certain Subsidiary Guaranty Agreement dated as of December 14, 2018 (with respect to the “Guaranty”) in favor of the Administrative Agent for the benefit of itself and the Secured Parties in connection with indebtedness now or hereafter outstanding under the Credit AgreementAgreement as amended hereby and all promissory notes issued thereunder. Each Guarantor understands that acknowledges that, notwithstanding anything to the contrary contained herein or in any other document evidencing any indebtedness of the Borrower to the Lenders or any other obligation of the Borrower, or any actions now or hereafter taken by the Lenders with respect to any obligation of the Borrower, the Administrative Agent Guaranty (i) is and the Lenders have entered into the foregoing Second Amendment shall continue to Amended be an absolute, unconditional, joint and Restated Credit Agreement several, continuing and irrevocable guaranty of even date herewith (the payment of “Amendment”). Each Guarantor: (a) acknowledges it has read the Amendment, (b) consents Guarantor Obligations” to the execution extent and as provided therein; including, without limitation, all Borrowings and Letters of the Amendment by the Borrower Credit made and consents to the matters set forth in the Amendment, (c) reaffirms its obligations issued under the Guaranty Credit Agreement, as amended, and acknowledges that such document covers all Obligations as the same may (ii) is and shall continue to be amended and/or increased in the Amendment, (d) agrees that its Guaranty remains in full force and effect in accordance with its terms, (e) agrees that any reference in its Guaranty or any other Loan Documents . Nothing contained herein to the Credit Agreement means contrary shall release, discharge, modify, change or affect the Credit Agreement as amended by the Amendment and (f) agrees that all original liability of the Secured Obligations, as amended by Guarantors under the Amendment, are secured by all of the Security DocumentsGuaranty. DatedJONAH GAS GATHERING COMPANY By: June 30, 2020. CENTER MANUFACTURING HOLDINGSTEPPCO GP, INC., as a Guarantor General Partner By: /s/ Xxxx X. Xxxx Xxxxxxxx Name: Xxxx X. Xxxx Xxxxxxxx Title: Chief Financial OfficerTreasurer By: TEPPCO MIDSTREAM COMPANIES L.P., Secretary and Treasurer CENTER MANUFACTURINGa General Partner By: TEPPCO GP, INC., as a Guarantor General Partner By: /s/ Xxxx X. Xxxx Xxxxxxxx Name: Xxxx X. Xxxx Xxxxxxxx Title: Chief Financial OfficerTreasurer VAL VERDE GAS GATHERING COMPANY, Secretary and Treasurer CENTER—XXXXXXX PRODUCTS L.P. By: TEPPCO NGL PIPELINES, LLC, as a Guarantor its General Partner By: /s/ Xxxx X. Xxxx Xxxxxxxx Name: Xxxx X. Xxxx Xxxxxxxx Title: Chief Financial OfficerTreasurer SIGNATURE PAGE TO REAFFIRMATION OF GUARANTORS TCTM, Secretary and Treasurer DEFIANCE METAL PRODUCTS COL.P. By: TEPPCO GP, INC., as a Guarantor its General Partner By: /s/ Xxxx X. Xxxx Xxxxxxxx Name: Xxxx X. Xxxx Xxxxxxxx Title: Vice PresidentTreasurer TEPPCO MIDSTREAM COMPANIES, Secretary and Treasurer DEFIANCE METAL PRODUCTS OF ARKANSASL.P. By: TEPPCO GP, INC., as a Guarantor its General Partner By: /s/ Xxxx X. Xxxx Xxxxxxxx Name: Xxxx X. Xxxx Xxxxxxxx Title: Vice PresidentTreasurer TE PRODUCTS PIPELINE COMPANY, Secretary and Treasurer DEFIANCE METAL PRODUCTS OF PA.LIMITED PARTNERSHIP By: TEPPCO GP, INC., as a Guarantor its General Partner By: /s/ Xxxx X. Xxxx Xxxxxxxx Name: Xxxx X. Xxxx Xxxxxxxx Title: Secretary and Treasurer DEFIANCE METAL PRODUCTS OF WISCHEDULE 2 LENDERS AND COMMITMENTS Lender Commitment SunTrust Bank 000 Xxxxxxxxx Xx. X.X. 00xx Xxxxx Xxxxxxx, INC.XX 00000 $ 90,000,000.00 Attn: Phone: Fax: Xxx Xxxxxx 000-000-0000 000-000-0000 Wachovia Bank, as a Guarantor ByNational Association 0000 Xxxxxx Xxxxxx Suite 2255 Houston, TX 77002 $ 90,000,000.00 Attn: /s/ Phone: Fax: Xxxxxxx Xxxxxxxx 000-000-0000 000-000-0000 JPMORGAN CHASE BANK, N.A., Mail Code IL1-0362 0 Xxxx Xxx Xxxxx Xxxxxxx, XX 00000 $ 72,500,000 Attn: Phone: Fax: Xxxxxx Xxxxxxxxxxx Vice President 000-000-0000 000-000-0000 Key Bank, N.A. Mail Code WA-31-18-0512 000 000xx Xxxxxx XX, 0xx Xxxxx Xxxxxxxx, XX 00000 $ 72,500,000 Attn: Phone: Fax: Xxxxx X. Xxxx NameXxxxx Vice President 000-000-0000 000-000-0000 Lender Commitment BNP Paribas 0000 Xxxxx Xxxxxx, Suite 3100 Houston, TX 77002 $ 72,500,000 Attn: Phone: Fax: Xxxx X. Xxxxxx Assistant Vice President 000-000-0000 000-000-0000 The Royal Bank of Scotland plc New York Branch 00 Xxxx Title00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 $ 72,500,000 Attn: Secretary EXHIBIT F to Amended and Restated Credit Agreement dated as of September 26, 2019, by and among Mayville Engineering Company, Inc., as the Borrower, the lenders party thereto, as Lenders, and Phone: Fax: Xxxxxx Xxxx 000-000-0000 000-000-0000 Xxxxx Fargo Bank, National AssociationNA 0000 Xxxxxxxxx Xxxxxx, as Administrative Agent FORM OF OFFICER’S COMPLIANCE CERTIFICATE OFFICER’S COMPLIANCE CERTIFICATE Dated as of0xx Xxxxx Xxxxxxx, XX 00000 $ 60,000,000 Attn: Phone: Fax: Xxxxxxx Xxxxx Relationship Manager 000-000-0000 000-000-0000 Union Bank of California, N.A. $ 50,000,000 Lender Commitment UBS Loan Finance LLC 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, XX 00000 $ 40,000,000 Attn: Phone: Fax: Xxxxxxxxxxx X. Xxxxxx 000-000-0000 000-000-0000 The undersignedBank of New York Oil & Gas Division Xxx Xxxx Xxxxxx Xxx Xxxx, on behalf XX 00000 $ 35,000,000 Attn: Phone: Fax: Xxxxx X. Xxxxxx Vice President 000-000-0000 000-000-0000 KBC Bank N.V. New York Branch 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 $ 20,000,000 Attn: Phone: Xxxxxxx X. Xxxxxxxx Vice President 000-000-0000 000-000-0000 Bank of MAYVILLE ENGINEERING COMPANYCommunications, INC.New York Branch One Exchange Plaza 00 Xxxxxxxx, a Wisconsin corporation (the “Borrower”)00xx Xxxxx Xxx Xxxx, hereby certifies to the Administrative Agent and the LendersXX 00000 $ 15,000,000 Attn: Phone: Fax: Xxxxxx Xxx Senior Vice President & Senior Manager 212-376-8030 ext. 120 000-000-0000 Lender Commitment Bank Hapoalim B.M. 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, each as defined in the Credit Agreement referred to below, as follows:XX 00000 $ 10,000,000 Attn: Phone: Fax: Xxxxx Xxxxxxx Assistant Vice President 000-000-0000 000-000-0000 Total Commitments $ 700,000,000.00 ANNEX I
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Reaffirmation of Guarantors. Each Guarantor consents to the execution and delivery by the Borrower of this Amendment and jointly and severally ratifies and confirms the terms of the undersigned (each, a “Guarantor”) has previously executed that certain Subsidiary Guaranty Agreement dated as of December 14, 2018 (with respect to the “Guaranty”) in favor of the Administrative Agent for the benefit of itself and the Secured Parties in connection with indebtedness now or hereafter outstanding under the Credit AgreementAgreement as amended hereby and all promissory notes issued thereunder. Each Guarantor understands that acknowledges that, notwithstanding anything to the contrary contained herein or in any other document evidencing any indebtedness of the Borrower to the Lenders or any other obligation of the Borrower, or any actions now or hereafter taken by the Lenders with respect to any obligation of the Borrower, the Administrative Agent Guaranty (i) is and the Lenders have entered into the foregoing Second Amendment shall continue to Amended be an absolute, unconditional, joint and Restated Credit Agreement several, continuing and irrevocable guaranty of even date herewith (the payment of “Amendment”). Each Guarantor: (a) acknowledges it has read the Amendment, (b) consents Guarantor Obligations” to the execution extent and as provided therein; including, without limitation, all Borrowings and Letters of the Amendment by the Borrower Credit made and consents to the matters set forth in the Amendment, (c) reaffirms its obligations issued under the Guaranty Credit Agreement, as amended, and acknowledges that such document covers all Obligations as the same may (ii) is and shall continue to be amended and/or increased in the Amendment, (d) agrees that its Guaranty remains in full force and effect in accordance with its terms. Nothing contained herein to the contrary shall release, discharge, modify, change or affect the original liability of the Guarantors under the Guaranty. VAL VERDE GAS GATHERING COMPANY, L.P. By: TEPPCO NGL PIPELINES, LLC, its General Partner By: /s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: Vice President and Chief Financial Officer TCTM, L.P. By: TEPPCO GP, INC., its General Partner By: /s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: Vice President and Chief Financial Officer TEPPCO MIDSTREAM COMPANIES, L.P. By: TEPPCO GP, INC., its General Partner By: /s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: Vice President and Chief Financial Officer SIGNATURE PAGE TO REAFFIRMATION OF GUARANTORS TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP By: TEPPCO GP, INC., its General Partner By: /s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: Vice President and Chief Financial Officer EXHIBIT F FORM OF SWINGLINE NOTE $25,000,000 , 2006 FOR VALUE RECEIVED, TEPPCO PARTNERS, L.P., a Delaware limited partnership (ethe “Maker”), promises to pay to the order of SUNTRUST BANK (the “Payee”), the principal amount of TWENTY-FIVE MILLION AND NO/100 DOLLARS ($25,000,000.00) agrees that any reference in its Guaranty or any other Loan Documents or, if less, the aggregate principal amount of all Swingline Loans made by Payee to Borrower pursuant to the Credit Agreement means defined below, together with interest on the Credit Agreement as amended by unpaid amounts thereof from time to time outstanding. This Swingline Note is a “Note” under the Amendment and (f) agrees that all of the Secured Obligations, as amended by the Amendment, are secured by all of the Security Documents. Dated: June 30, 2020. CENTER MANUFACTURING HOLDINGS, INC., as a Guarantor By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Chief Financial Officer, Secretary and Treasurer CENTER MANUFACTURING, INC., as a Guarantor By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Chief Financial Officer, Secretary and Treasurer CENTER—XXXXXXX PRODUCTS LLC, as a Guarantor By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Chief Financial Officer, Secretary and Treasurer DEFIANCE METAL PRODUCTS CO., as a Guarantor By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Vice President, Secretary and Treasurer DEFIANCE METAL PRODUCTS OF ARKANSAS, INC., as a Guarantor By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Vice President, Secretary and Treasurer DEFIANCE METAL PRODUCTS OF PA., INC., as a Guarantor By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Secretary and Treasurer DEFIANCE METAL PRODUCTS OF WI, INC., as a Guarantor By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Secretary EXHIBIT F to Amended and Restated Credit Agreement Agreement, dated as of September 26October 21, 20192004 (as the same has been, by and may hereafter be, amended, supplemented or restated from time to time, the “Credit Agreement”), among Mayville Engineering Companythe Maker, Inc.the Payee, certain other Lenders from time to time, and SunTrust Bank, as the Borrower, the lenders party thereto, as Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent FORM OF OFFICER’S COMPLIANCE CERTIFICATE OFFICER’S COMPLIANCE CERTIFICATE Dated as of: The undersigned, on behalf of MAYVILLE ENGINEERING COMPANY, INC., a Wisconsin corporation (the “Borrower”), hereby certifies to the Administrative Agent and for the Lenders, each as . All of the terms defined in the Credit Agreement referred have the same meanings when used in this Swingline Note, unless otherwise defined herein. This Swingline Note incorporates by reference the principal and interest payment terms in the Credit Agreement for this Swingline Note, including, without limitation, the final maturity date for this Swingline Note, which is the Stated Termination Date. Principal and interest are payable to belowthe holder of this Swingline Note by payment to the Administrative Agent at its offices at 000 Xxxxxxxxx Xxxxxx, as follows:X.X., 00xx Xxxxx, Xxxxxxx, Xxxxxxx 00000 or at any other address of which the Administrative Agent may notify the Maker in writing. This Swingline Note also incorporates by reference all other provisions in the Credit Agreement applicable to this Swingline Note, including provisions for disbursement of principal, applicable interest rates before and after certain Events of Default, voluntary and mandatory prepayments, acceleration of maturity, exercise of Rights, payment of attorney’s fees, courts costs and other costs of collection, certain waivers by the Maker and other obligors, assurances and security, choice of New York and United States federal law, usury savings and other matters applicable to the Credit Documents under the Credit Agreement.
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Reaffirmation of Guarantors. Each Guarantor consents to the execution and delivery by the Borrower of this Amendment and jointly and severally ratifies and confirms the terms of the undersigned (each, a “Guarantor”) has previously executed that certain Subsidiary Guaranty Agreement dated as of December 14, 2018 (with respect to the “Guaranty”) in favor of the Administrative Agent for the benefit of itself and the Secured Parties in connection with indebtedness now or hereafter outstanding under the Credit AgreementAgreement as amended hereby and all promissory notes issued thereunder. Each Guarantor understands that acknowledges that, notwithstanding anything to the contrary contained herein or in any other document evidencing any indebtedness of the Borrower to the Lenders or any other obligation of the Borrower, or any actions now or hereafter taken by the Lenders with respect to any obligation of the Borrower, the Administrative Agent Guaranty (i) is and the Lenders have entered into the foregoing Second Amendment shall continue to Amended be an absolute, unconditional, joint and Restated Credit Agreement several, continuing and irrevocable guaranty of even date herewith payment, and (the “Amendment”). Each Guarantor: (aii) acknowledges it has read the Amendment, (b) consents is and shall continue to the execution of the Amendment by the Borrower and consents to the matters set forth in the Amendment, (c) reaffirms its obligations under the Guaranty and acknowledges that such document covers all Obligations as the same may be amended and/or increased in the Amendment, (d) agrees that its Guaranty remains in full force and effect in accordance with its terms, (e) agrees that any reference in its Guaranty or any other Loan Documents . Nothing contained herein to the Credit Agreement means contrary shall release, discharge, modify, change or affect the Credit Agreement as amended by the Amendment and (f) agrees that all original liability of the Secured ObligationsGuarantors under the Guaranty. JONAH GAS GATHERING COMPANY By: TEPPCO NGL PIPELINES, as amended by the AmendmentLLC, are secured by all of the Security Documents. Dated: June 30, 2020. CENTER MANUFACTURING HOLDINGS, INC., as a Guarantor General Partner By: /s/ Xxxx XXXXXXX X. Xxxx XXXXXXX Name: Xxxx Xxxxxxx X. Xxxx Xxxxxxx Title: Chief Financial Officer, Secretary and Treasurer CENTER MANUFACTURING, INC., as a Guarantor SVP & CFO By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Chief Financial OfficerTEPPCO MIDSTREAM COMPANIES L.P., Secretary and Treasurer CENTER—XXXXXXX PRODUCTS LLC, as a Guarantor General Partner By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Chief Financial Officer, Secretary and Treasurer DEFIANCE METAL PRODUCTS CO., as a Guarantor By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Vice President, Secretary and Treasurer DEFIANCE METAL PRODUCTS OF ARKANSAS, INC., as a Guarantor By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Vice President, Secretary and Treasurer DEFIANCE METAL PRODUCTS OF PA., INC., as a Guarantor By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Secretary and Treasurer DEFIANCE METAL PRODUCTS OF WI, INC., as a Guarantor By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Secretary EXHIBIT F to Amended and Restated Credit Agreement dated as of September 26, 2019, by and among Mayville Engineering Company, Inc., as the Borrower, the lenders party thereto, as Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent FORM OF OFFICER’S COMPLIANCE CERTIFICATE OFFICER’S COMPLIANCE CERTIFICATE Dated as of: The undersigned, on behalf of MAYVILLE ENGINEERING COMPANYTEPPCO GP, INC., a Wisconsin corporation (the “Borrower”)General Partner By: /s/ XXXXXXX X. XXXXXXX Name: Xxxxxxx X. Xxxxxxx Title: SVP & CFO VAL VERDE GAS GATHERING COMPANY, hereby certifies to the Administrative Agent and the LendersL.P. By: TEPPCO NGL PIPELINES, each as defined in the Credit Agreement referred to belowLLC, as follows:its General Partner By: /s/ XXXXXXX X. XXXXXXX Name: Xxxxxxx X. Xxxxxxx Title: SVP & CFO SIGNATURE PAGE TO FIRST AMENDMENT TCTM, L.P. By: TEPPCO GP, INC., its General Partner By: /s/ XXXXXXX X. XXXXXXX Name: Xxxxxxx X. Xxxxxxx Title: SVP & CFO TEPPCO MIDSTREAM COMPANIES, L.P. By: TEPPCO GP, INC., its General Partner By: /s/ XXXXXXX X. XXXXXXX Name: Xxxxxxx X. Xxxxxxx Title: SVP & CFO TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP By: TEPPCO GP, INC., its General Partner By: /s/ XXXXXXX X. XXXXXXX Name: Xxxxxxx X. Xxxxxxx Title: SVP & CFO
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