Common use of Subsidiary Guaranty Agreement Clause in Contracts

Subsidiary Guaranty Agreement. (a) The payment by the Company of all amounts due with respect to the Notes will be absolutely and unconditionally guaranteed by the Subsidiaries listed on Schedule 2.2(a) (collectively, the “Original Subsidiary Guarantors” and together with any additional Subsidiary who delivers a guaranty pursuant to Section 10.18, the (a) attached hereto and made a part hereof (as the same may be amended, modified, restated, extended or renewed, the “Subsidiary Guaranty Agreement”). (b) The enforcement of the rights and benefits in respect of the Subsidiary Guaranty Agreement and the Collateral Documents and the allocation of proceeds thereof shall be subject to the Intercreditor Agreement. (c) The holders of the Notes acknowledge and agree that such holders will discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty Agreement to which it is a party pursuant to the written request of the Company, provided that (i) either (1) such Subsidiary Guarantor has been released and discharged as an obligor and guarantor under and in respect of all Debt of the Company due and owing pursuant to the Bank Facility and all other Qualified Debt Agreements or (2) such Subsidiary Guarantor is sold, disposed of or otherwise transferred within the limitations of Section 10.5, the Bank Facility and all other Qualified Debt Agreements, and the Company so certifies to the holders of the Notes in a certificate which accompanies such request for release and discharge, (ii) any such release and discharge shall be expressly conditioned upon receipt by the holders of the Notes of a written agreement executed by the Company pursuant to which the Company shall agree that if, for any reason whatsoever, the Subsidiary Guarantor to be released thereafter becomes an obligor or guarantor under and in respect of any Debt of the Company, then the Company shall cause such Subsidiary Guarantor to contemporaneously provide written notice thereof to the holders of the Notes accompanied by an executed Subsidiary Guaranty Agreement of such Subsidiary Guarantor, and (iii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes to the effect that no Default or Event of Default exists immediately prior to such release and discharge or would exist immediately after giving effect thereto. (d) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Company or of any Subsidiary Guarantor as consideration for or as an inducement to the entering into by any such creditor of any release or discharge of any Subsidiary Guarantor with respect to any liability of such Subsidiary Guarantor as an obligor or guarantor under or in respect of Debt of the Company, unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the Noteholders of all of the Notes then outstanding.

Subsidiary Guaranty Agreement. (a) The payment by the Company SUPPLEMENT NO. , dated as of all amounts due with respect , to the Notes will be absolutely Amended and unconditionally guaranteed by Restated Subsidiary Guaranty Agreement, dated as of December 21, 2006 (the Subsidiaries “Guaranty Agreement”), among NEWMARKET CORPORATION, a Virginia corporation (the “Borrower”), each of the subsidiaries of the Borrower listed on Schedule 2.2(a) I thereto (each such subsidiary individually, a “Guarantor” and collectively, the “Original Subsidiary Guarantors” ”) and together with any additional Subsidiary who delivers SUNTRUST BANK, a guaranty pursuant to Section 10.18Georgia banking corporation, the as administrative agent (athe “Administrative Agent”) attached hereto and made a part hereof for the Lenders (as defined in the same may be Credit Agreement referred to below). Reference is made to the Second Amended and Restated Revolving Credit Agreement, dated as of December 21, 2006 (as amended, modified, restated, extended supplemented or renewedotherwise modified from time to time, the “Subsidiary Guaranty Credit Agreement”). , among the Borrower, the lenders from time to time party thereto (bthe “Lenders”) The enforcement of and SunTrust Bank, as Administrative Agent and issuing bank (in such capacity, the rights “Issuing Bank”). Capitalized terms used herein and benefits not otherwise defined herein shall have the meanings assigned to such terms in respect of the Subsidiary Guaranty Agreement and the Collateral Documents Credit Agreement. The Guarantors have entered into the Guaranty Agreement in order to induce the Lenders to make Loans and the allocation Issuing Bank to issue Letters of proceeds thereof shall be subject Credit. Pursuant to the Intercreditor Agreement. (c) The holders Section 5.12 of the Notes acknowledge and agree Credit Agreement, each Subsidiary that such holders will discharge and release any Subsidiary was not in existence or not a Guarantor from on the Subsidiary date of the Credit Agreement is required to enter into the Guaranty Agreement to which it is as a party pursuant to the written request Guarantor upon becoming a Subsidiary. Section 21 of the Company, provided Guaranty Agreement provides that (i) either (1) such Subsidiary Guarantor has been released and discharged as an obligor and guarantor under and in respect of all Debt additional Subsidiaries of the Company due Borrower may become Guarantors under the Guaranty Agreement by execution and owing pursuant delivery of an instrument in the form of this Supplement. The undersigned Subsidiary of the Borrower (the “New Guarantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Bank Facility and all other Qualified Debt Agreements or (2) such Subsidiary Guarantor is sold, disposed of or otherwise transferred within Guaranty Agreement in order to induce the limitations of Section 10.5, the Bank Facility and all other Qualified Debt Agreements, Lenders to make additional Loans and the Company so certifies Issuing Bank to the holders issue additional Letters of the Notes in a certificate which accompanies such request for release Credit and discharge, (ii) any such release and discharge shall be expressly conditioned upon receipt by the holders of the Notes of a written agreement executed by the Company pursuant to which the Company shall agree that if, for any reason whatsoever, the Subsidiary Guarantor to be released thereafter becomes an obligor or guarantor under and in respect of any Debt of the Company, then the Company shall cause such Subsidiary Guarantor to contemporaneously provide written notice thereof to the holders of the Notes accompanied by an executed Subsidiary Guaranty Agreement of such Subsidiary Guarantor, and (iii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes to the effect that no Default or Event of Default exists immediately prior to such release and discharge or would exist immediately after giving effect thereto. (d) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Company or of any Subsidiary Guarantor as consideration for or Loans previously made and Letters of Credit previously issued. Accordingly, the Administrative Agent and the New Guarantor agree as an inducement to the entering into by any such creditor of any release or discharge of any Subsidiary Guarantor with respect to any liability of such Subsidiary Guarantor as an obligor or guarantor under or in respect of Debt of the Company, unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the Noteholders of all of the Notes then outstanding.follows:

Subsidiary Guaranty Agreement. SUPPLEMENT NO. (a) The payment by the Company this “Supplement”), dated as of all amounts due with respect , to the Notes will be absolutely and unconditionally guaranteed by Subsidiary Guaranty Agreement, dated as of February 24, 2012 (the Subsidiaries “Guaranty Agreement”), among EXACTECH, INC., a Florida corporation (“Borrower”), each of the subsidiaries of Borrower listed on Schedule 2.2(a) I thereto (each such Subsidiary individually, a “Guarantor” and collectively, the “Original Subsidiary Guarantors” ”) and together with any additional Subsidiary who delivers a guaranty pursuant to Section 10.18SUNTRUST BANK, the as administrative agent (a“Administrative Agent”) attached hereto and made a part hereof for the Lenders (as defined in the same may be Credit Agreement referred to below). Reference is made to the Revolving Credit and Term Loan Agreement , dated as of February 24, 2012 (as amended, modified, restated, extended supplemented or renewedotherwise modified from time to time, the “Subsidiary Guaranty Credit Agreement”). , among Borrower, the lenders from time to time party thereto (bthe “Lenders”) and SunTrust Bank, as Administrative Agent, issuing bank (in such capacity, the “Issuing Bank”) and Swingline Lender. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Guaranty Agreement (or, if not defined therein, then as defined in the Credit Agreement). The enforcement Guarantors have entered into the Guaranty Agreement in order to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit. Pursuant to Section 5.11 of the rights and benefits Credit Agreement, each Subsidiary (excluding any Foreign Subsidiary other than those Foreign Subsidiaries with respect to which Borrower has made a Foreign Loan Party Election in respect accordance with the Credit Agreement) that was not in existence or not a Guarantor on the date of the Subsidiary Credit Agreement is required to enter into the Guaranty Agreement as a Guarantor upon becoming a Subsidiary (excluding any Foreign Subsidiary other than those Foreign Subsidiaries with respect to which Borrower has made a Foreign Loan Party Election in accordance with the Credit Agreement). Section 21 of the Guaranty Agreement provides that additional Subsidiaries (excluding any Foreign Subsidiary other than those Foreign Subsidiaries with respect to which Borrower has made a Foreign Loan Party Election in accordance with the Credit Agreement) of Borrower may become Guarantors under the Guaranty Agreement by execution and delivery of an instrument substantially in the form of this Supplement. The undersigned Subsidiary of Borrower (the “New Guarantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Guaranty Agreement in order to induce the Lenders to make additional Loans and the Collateral Documents Issuing Bank to issue additional Letters of Credit and the allocation of proceeds thereof shall be subject to the Intercreditor Agreement. (c) The holders of the Notes acknowledge and agree that such holders will discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty Agreement to which it is a party pursuant to the written request of the Company, provided that (i) either (1) such Subsidiary Guarantor has been released and discharged as an obligor and guarantor under and in respect of all Debt of the Company due and owing pursuant to the Bank Facility and all other Qualified Debt Agreements or (2) such Subsidiary Guarantor is sold, disposed of or otherwise transferred within the limitations of Section 10.5, the Bank Facility and all other Qualified Debt Agreements, and the Company so certifies to the holders of the Notes in a certificate which accompanies such request for release and discharge, (ii) any such release and discharge shall be expressly conditioned upon receipt by the holders of the Notes of a written agreement executed by the Company pursuant to which the Company shall agree that if, for any reason whatsoever, the Subsidiary Guarantor to be released thereafter becomes an obligor or guarantor under and in respect of any Debt of the Company, then the Company shall cause such Subsidiary Guarantor to contemporaneously provide written notice thereof to the holders of the Notes accompanied by an executed Subsidiary Guaranty Agreement of such Subsidiary Guarantor, and (iii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes to the effect that no Default or Event of Default exists immediately prior to such release and discharge or would exist immediately after giving effect thereto. (d) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Company or of any Subsidiary Guarantor as consideration for or Loans previously made and Letters of Credit previously issued. Accordingly, Administrative Agent and the New Guarantor agree as an inducement to the entering into by any such creditor of any release or discharge of any Subsidiary Guarantor with respect to any liability of such Subsidiary Guarantor as an obligor or guarantor under or in respect of Debt of the Company, unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the Noteholders of all of the Notes then outstanding.follows:

Subsidiary Guaranty Agreement. The Company will not permit any Restricted Subsidiary which is not a Subsidiary Guarantor to be or become obligated under and pursuant to any Guaranty of Debt of the Company under and pursuant to a Qualified Debt Agreement, unless, concurrently with, or prior to, becoming liable with respect to such Guaranty (each, a “Qualified Subsidiary Guaranty”), such Restricted Subsidiary (a “New Guarantor”) shall have (a) The payment by the Company of all amounts due with respect to the Notes will be absolutely executed and unconditionally guaranteed by the Subsidiaries listed on Schedule 2.2(a) (collectively, the “Original Subsidiary Guarantors” and together with any additional Subsidiary who delivers delivered a guaranty pursuant to Section 10.18, the (a) attached hereto and made a part hereof (as the same may be amended, modified, restated, extended or renewed, the “Subsidiary Guaranty Agreement”). (b) The enforcement of the rights and benefits in respect of Supplement to the Subsidiary Guaranty Agreement thereby becoming a party thereto and a consent and agreement (the Collateral Documents “Consent and the allocation of proceeds thereof shall be subject Agreement”) to the Intercreditor Agreement as provided therein, (b) provided to each of the holders of Notes copies of such Subsidiary Guaranty Supplement (pursuant to which, inter alia, such Subsidiary shall affirm in writing its representations contained in the Subsidiary Guaranty Agreement. ) and Consent and Agreement and a legal opinion with respect thereto substantially in the form of the opinion contemplated in Exhibit 4.4(a) with respect to such New Guarantor and the Subsidiary Guaranty Agreement, (c) The holders delivered such documents and evidence with respect to such Subsidiary as the Required Holders may reasonably request in order to establish the existence of such Subsidiary and the authorization of the Notes acknowledge transactions contemplated by the Subsidiary Guaranty Supplement to which such Subsidiary is a party, and agree (d) demonstrated to the satisfaction of the Required Holders that such holders New Guarantor is Solvent. All Qualified Subsidiary Guaranties will discharge be in form and release any Subsidiary Guarantor from substance substantially identical to the Subsidiary Guaranty Agreement (with only such changes as are necessary to which it is a party pursuant properly reflect the parties and Debt involved) and the beneficiaries of any such Qualified Subsidiary Guaranty shall have become parties to the written request Intercreditor Agreement in the manner provided for therein, including, without limitation, by execution of the Company, provided that (i) either (1) such Subsidiary Guarantor has been released and discharged as an obligor and guarantor under and in respect Instrument of all Debt of the Accession thereto. The Company due and owing pursuant to the Bank Facility and all other Qualified Debt Agreements or (2) such Subsidiary Guarantor is sold, disposed of or otherwise transferred within the limitations of Section 10.5, the Bank Facility and all other Qualified Debt Agreements, and the Company so certifies to the holders of the Notes in a certificate which accompanies such request for release and discharge, (ii) will not permit any such release and discharge shall be expressly conditioned upon receipt by the holders of the Notes of a written agreement executed by the Company pursuant to which the Company shall agree that if, for any reason whatsoever, the Subsidiary Guarantor to be released thereafter becomes an obligor make any payments on or guarantor under and in respect of any Debt of the Company, then the Company shall cause guaranteed by such Subsidiary Guarantor to contemporaneously provide written notice thereof to the holders except following and as a consequence of the Notes accompanied by an executed occurrence of a default under the Qualified Debt Agreement to which such Qualified Subsidiary Guaranty Agreement of relates and a demand being made under such Qualified Subsidiary Guarantor, and (iii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes to the effect that no Default or Event of Default exists immediately prior to such release and discharge or would exist immediately after giving effect theretoGuaranty. (d) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Company or of any Subsidiary Guarantor as consideration for or as an inducement to the entering into by any such creditor of any release or discharge of any Subsidiary Guarantor with respect to any liability of such Subsidiary Guarantor as an obligor or guarantor under or in respect of Debt of the Company, unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the Noteholders of all of the Notes then outstanding.

Subsidiary Guaranty Agreement. (a) The payment by Company will not permit any Restricted Subsidiary which is not at the Company of all amounts due time a Subsidiary Guarantor to be or become obligated with respect to any Guarantee of Debt of the Notes will be absolutely Company under the Bank Facility ("Bank Facility Guarantees") unless, concurrently with, or prior to, becoming liable with respect to such Bank Facility Guarantee, such Restricted Subsidiary (a "New Guarantor") shall have (x) executed and unconditionally guaranteed by the Subsidiaries listed on Schedule 2.2(a) (collectively, the “Original Subsidiary Guarantors” and together with any additional Subsidiary who delivers delivered a guaranty pursuant to Section 10.18, the (a) attached hereto and made a part hereof (as the same may be amended, modified, restated, extended or renewed, the “Subsidiary Guaranty Agreement”). Supplement to the Subsidiary Guaranty Agreement thereby becoming a party thereto and a Consent and Agreement to the Intercreditor Agreement as provided therein, (by) The enforcement provided to each of the rights holders of Notes copies of such Subsidiary Guaranty Supplement and benefits Consent and Agreement and a legal opinion with respect thereto substantially in the form of the opinion contemplated in Exhibit 4.4(b) with respect of to such New Guarantor and the Subsidiary Guaranty Agreement and the Collateral Documents and the allocation of proceeds thereof shall be subject (z) demonstrated to the Intercreditor Agreement. (c) The holders satisfaction of the Notes acknowledge and agree Required Holders that such holders New Guarantor is Solvent. All Bank Facility Guarantees will discharge be in form and release any Subsidiary Guarantor from substance substantially identical to the Subsidiary Guaranty Agreement (with only such changes as are necessary to which it is a party pursuant properly reflect the parties and Debt involved) and the beneficiaries of such Bank Facility Guaranties shall have become parties to the written request of Intercreditor Agreement in the Company, manner provided that (i) either (1) such Subsidiary Guarantor has been released and discharged as an obligor and guarantor under and in respect of all Debt of the for therein. The Company due and owing pursuant to the Bank Facility and all other Qualified Debt Agreements or (2) such Subsidiary Guarantor is sold, disposed of or otherwise transferred within the limitations of Section 10.5, the Bank Facility and all other Qualified Debt Agreements, and the Company so certifies to the holders of the Notes in a certificate which accompanies such request for release and discharge, (ii) will not permit any such release and discharge shall be expressly conditioned upon receipt by the holders of the Notes of a written agreement executed by the Company pursuant to which the Company shall agree that if, for any reason whatsoever, the Subsidiary Guarantor to be released thereafter becomes an obligor make any payments on or guarantor under and in respect of any Debt of the Company, then the Company shall cause guaranteed by such Subsidiary Guarantor to contemporaneously provide written notice thereof to the holders of the Notes accompanied by an executed Subsidiary Guaranty Agreement of such Subsidiary Guarantor, except following and (iii) at the time of such release and discharge, the Company shall deliver as a certificate consequence of a Responsible Officer to default under the holders of Bank Facility and a demand made under the Notes to the effect that no Default or Event of Default exists immediately prior to such release and discharge or would exist immediately after giving effect thereto. (d) The Company agrees that it will notBank Facility Guarantees. Alliance Resource GP, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Company or of any Subsidiary Guarantor as consideration for or as an inducement to the entering into by any such creditor of any release or discharge of any Subsidiary Guarantor with respect to any liability of such Subsidiary Guarantor as an obligor or guarantor under or in respect of Debt of the Company, unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the Noteholders of all of the Notes then outstanding.LLC Note Purchase Agreement

Subsidiary Guaranty Agreement. (a) The payment by the Company of all amounts due with respect to the Notes will be absolutely and unconditionally guaranteed by the Subsidiaries listed on Schedule 2.2(a) (collectively, the “Original Subsidiary Guarantors” and together with any additional Subsidiary who delivers a guaranty pursuant to Section 10.1810.8, the (athe “Subsidiary Guarantors”) pursuant to the guaranty agreement substantially in the form of Exhibit 2.2(a) attached hereto and made a part hereof (as the same may be amended, modified, restated, extended or renewed, the “Subsidiary Guaranty Agreement”). (b) The enforcement of the rights and benefits in respect of the Subsidiary Guaranty Agreement and the Collateral Documents and the allocation of proceeds thereof shall be subject to an amended and restated intercreditor agreement substantially in the form of Exhibit 2.2(b) attached hereto and made a part hereof (as the same may be amended, modified, restated, extended or renewed, the “Intercreditor Agreement”). (c) The holders of the Notes acknowledge and agree that such holders will discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty Agreement to which it is a party pursuant to the written request of the Company, provided that (i) either (1) such Subsidiary Guarantor has been released and discharged as an obligor and guarantor under and in respect of all Debt of the Company due and owing pursuant to the Bank Facility Facility, the 1999 Note Agreement and all other Qualified Debt Agreements or (2) such Subsidiary Guarantor is sold, disposed of or otherwise transferred Transferred within the limitations of Section 10.5, the Bank Facility Facility, the 1999 Note Agreement and all other Qualified Debt Agreements, and the Company so certifies to the holders of the Notes in a certificate which accompanies such request for release and discharge, (ii) any such release and discharge shall be expressly conditioned upon receipt by the holders of the Notes of a written agreement executed by the Company pursuant to which the Company shall agree that if, for any reason whatsoever, the Subsidiary Guarantor to be released thereafter becomes an obligor or guarantor under and in respect of any Debt of the Company, then the Company shall cause such Subsidiary Guarantor to contemporaneously provide written notice thereof to the holders of the Notes accompanied by an executed Subsidiary Guaranty Agreement of such Subsidiary Guarantor, and (iii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes to the effect that no Default or Event of Default exists immediately prior to such release and discharge or would exist immediately after giving effect thereto. (d) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Company or of any Subsidiary Guarantor as consideration for or as an inducement to the entering into by any such creditor of any release or discharge of any Subsidiary Guarantor with respect to any liability of such Subsidiary Guarantor as an obligor or guarantor under or in respect of Debt of the Company, unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the Noteholders of all of the Notes then outstanding.

Subsidiary Guaranty Agreement. (a) The payment by the Company SUPPLEMENT NO. , dated as of all amounts due with respect , to the Notes will be absolutely Subsidiary Guaranty Agreement, dated as of January 19, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty Agreement”), among PRG-XXXXXXX INTERNATIONAL, INC., a Georgia corporation (“PRGX”), and unconditionally guaranteed by the Subsidiaries listed on Schedule 2.2(a) PRG-XXXXXXX USA, INC., a Georgia corporation (collectively, the “Original Borrowers”), each of the Subsidiaries of PRGX listed on Schedule I thereto (each such Subsidiary Guarantorsindividually, a “Guarantor” and together with any additional Subsidiary who delivers collectively, the “Guarantors”) and SUNTRUST BANK, a guaranty pursuant Georgia banking corporation, as administrative agent (the “Administrative Agent”) for the Guaranty Parties. Reference is made to Section 10.18the Revolving Credit and Term Loan Agreement, the (a) attached hereto and made a part hereof dated as of January 19, 2010 (as the same may be amended, modified, restated, extended supplemented or renewedotherwise modified from time to time, the “Subsidiary Guaranty Credit Agreement”). , among the Borrowers, the lenders from time to time party thereto (bthe “Lenders”) and SunTrust Bank, as Administrative Agent and issuing bank (in such capacity, the “Issuing Bank”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Guaranty Agreement (or, if not defined therein, then as defined in and the Credit Agreement). The enforcement Guarantors have entered into the Guaranty Agreement in order to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit. Pursuant to Section 5.11 of the rights and benefits in respect Credit Agreement, certain Subsidiaries that were not Guarantors as of the Subsidiary Guaranty Agreement and the Collateral Documents and the allocation of proceeds thereof shall be subject Closing Date (each hereinafter referred to the Intercreditor Agreement. (cas an “Additional Subsidiary”) The holders of the Notes acknowledge and agree that such holders will discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty Agreement to which it is a party are required pursuant to the written request Credit Agreement to become a Guarantor. Section 21 of the Company, provided Guaranty Agreement provides that an Additional Subsidiary of PRGX may become a Guarantor under the Guaranty Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Additional Subsidiary of PRGX (ithe “New Guarantor”) either (1) such Subsidiary Guarantor has been released and discharged as an obligor and guarantor under and is executing this Supplement in respect of all Debt accordance with the requirements of the Company due and owing pursuant Credit Agreement to become a Guarantor under the Bank Facility and all other Qualified Debt Agreements or (2) such Subsidiary Guarantor is sold, disposed of or otherwise transferred within Guaranty Agreement in order to induce the limitations of Section 10.5, the Bank Facility and all other Qualified Debt Agreements, Lenders to make additional Loans and the Company so certifies Issuing Bank to the holders issue additional Letters of the Notes in a certificate which accompanies such request for release Credit and discharge, (ii) any such release and discharge shall be expressly conditioned upon receipt by the holders of the Notes of a written agreement executed by the Company pursuant to which the Company shall agree that if, for any reason whatsoever, the Subsidiary Guarantor to be released thereafter becomes an obligor or guarantor under and in respect of any Debt of the Company, then the Company shall cause such Subsidiary Guarantor to contemporaneously provide written notice thereof to the holders of the Notes accompanied by an executed Subsidiary Guaranty Agreement of such Subsidiary Guarantor, and (iii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes to the effect that no Default or Event of Default exists immediately prior to such release and discharge or would exist immediately after giving effect thereto. (d) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Company or of any Subsidiary Guarantor as consideration for or Loans previously made and Letters of Credit previously issued. Accordingly, the Administrative Agent and the New Guarantor agree as an inducement to the entering into by any such creditor of any release or discharge of any Subsidiary Guarantor with respect to any liability of such Subsidiary Guarantor as an obligor or guarantor under or in respect of Debt of the Company, unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the Noteholders of all of the Notes then outstanding.follows:

Subsidiary Guaranty Agreement. (a) The payment by Guarantor will cause any Subsidiary which is or becomes a party to, or otherwise guaranties, Debt under the Company Bank Credit Agreement or any of all amounts due with respect the Private Placement Documents, to become a party to the Subsidiary Guaranty Agreement and deliver within five Business Days thereafter to Prudential and each of the holders of the Notes will be absolutely and unconditionally guaranteed by the Subsidiaries listed on Schedule 2.2(a) (collectively, the “Original Subsidiary Guarantors” and together with any additional Subsidiary who delivers a guaranty pursuant to Section 10.18, thefollowing items: (ai) attached hereto and made a part hereof (as the same may be amended, modified, restated, extended or renewed, the “Subsidiary Guaranty Agreement”). (b) The enforcement of the rights and benefits joinder agreement in respect of the Subsidiary Guaranty Agreement and Agreement, in the Collateral Documents and the allocation of proceeds thereof shall be subject form attached as Exhibit A to the Intercreditor Subsidiary Guaranty Agreement.; and (cii) The an opinion of counsel (who may be in-house counsel for the Guarantor) addressed to Prudential and each of the holders of the Notes acknowledge satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty Agreement has been duly authorized, executed and agree delivered and that the Subsidiary Guaranty Agreement constitutes the legal, valid and binding contract and agreement of such holders will discharge and release any Subsidiary Guarantor enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. (a) Any Subsidiary Guarantor will be automatically discharged and released from the Subsidiary Guaranty Agreement to which it is a party pursuant to the written request of the Company, provided that if (i) either (1) such Subsidiary Guarantor has been released and discharged as an obligor and or guarantor under the Bank Credit Agreement and in respect the Private Placement Documents, (ii) concurrently with such release the Company shall deliver a certificate of all Debt a Senior Financial Officer of the Company due Guarantor to Prudential and owing pursuant to the Bank Facility and all other Qualified Debt Agreements or (2) such Subsidiary Guarantor is sold, disposed of or otherwise transferred within the limitations of Section 10.5, the Bank Facility and all other Qualified Debt Agreements, and the Company so certifies to the holders of the Notes to the effect that (A) all obligations of such Subsidiary Guarantor in a certificate which accompanies such request for release and discharge, (ii) any such release and discharge shall be expressly conditioned upon receipt by the holders respect of the Notes of a written Bank Credit Agreement and the Private Placement Documents and each other agreement executed by the Company pursuant to which the Company shall agree that if, for any reason whatsoever, the such Subsidiary Guarantor to be released thereafter becomes an obligor or guarantor under and in respect of any shall have guaranteed Debt of the Company, then Guarantor or the Company shall cause such Subsidiary Guarantor to contemporaneously provide written notice thereof to the holders of the Notes accompanied by an executed Subsidiary Guaranty Agreement of such Subsidiary Guarantorhave been released and discharged, and (iiiB) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes to the effect that no Default or Event of Default exists immediately prior and (iii) any fee or other form of consideration is given to any holder of Debt under the Bank Credit Agreement or the Private Placement Documents expressly for the purpose of such release and discharge or would exist immediately after giving effect thereto. (d) The Company agrees that it will notdischarge, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor the holders of the Company or of Notes shall receive proportional consideration. If any Subsidiary Guarantor as consideration for or as an inducement to shall be released in accordance with this Section 7.7(b) upon written request from the entering into by any such creditor of any release or discharge of any Subsidiary Guarantor with respect to any liability of such Subsidiary Guarantor as an obligor or guarantor under or in respect of Debt of Guarantor, Prudential and the Company, unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the Noteholders of all holders of the Notes then outstandingshall confirm to the Guarantor that the relevant Subsidiary Guarantor has been released from the Subsidiary Guaranty Agreement.

Subsidiary Guaranty Agreement. The Company shall cause each of its Subsidiaries other than Excluded Subsidiaries and Excluded Foreign Subsidiaries to execute and deliver to each holder of Notes the Subsidiary Guaranty Agreement as required under Section 4.10. The Company shall cause each Subsidiary (aother than Excluded Subsidiaries and Excluded Foreign Subsidiaries) The payment by first formed or acquired after the Company date hereof to execute and deliver to each holder of all amounts due Notes a joinder in the Subsidiary Guaranty Agreement, together with supporting organizational and authority documents and opinions similar to those provided with respect to the Notes will Company and the initial Subsidiary Guarantors. Also, if any Subsidiary that had previously been an Excluded Subsidiary or an Excluded Foreign Subsidiary ceases to be absolutely and unconditionally guaranteed by the Subsidiaries listed on Schedule 2.2(a) (collectivelyan Excluded Subsidiary or an Excluded Foreign Subsidiary, the “Original Company shall within 30 days thereafter cause such Subsidiary Guarantors” to execute and together with any additional Subsidiary who delivers deliver to each holder of Notes a guaranty pursuant to Section 10.18, the (a) attached hereto and made a part hereof (as joinder in the same may be amended, modified, restated, extended or renewed, the “Subsidiary Guaranty Agreement”). (b, together with supporting organizational and authority documents similar to those provided with respect to the Company and the initial Subsidiary Guarantors. Each compliance certificate provided by Company under Section 7.2(a) The enforcement shall list the then-current Excluded Subsidiaries and Excluded Foreign Subsidiaries. Notwithstanding anything else in this Section, the Company shall cause any Subsidiary that at any time is a guarantor of any of the rights and benefits in respect obligations of the Company under the Bank Credit Facility also to be a guarantor under the Subsidiary Guaranty Agreement and Agreement. If at any time the Collateral Documents and following conditions are satisfied with respect to a Subsidiary Guarantor, the allocation of proceeds thereof shall be subject Required Holders will, promptly following delivery to the Intercreditor Agreement. (c) The holders of the Notes acknowledge and agree that such holders will of a written request by the Company therefor, execute a written discharge and release any of such Subsidiary Guarantor from the Subsidiary Guaranty Agreement Agreement, which discharge and release shall be fully effective and binding, and shall be binding on all holders of the Notes, if executed and delivered by the Required Holders (provided that the Required Holders shall be deemed to which it is a party pursuant have executed and delivered such discharge and release if the Required Holders do not object to the written Company’s request for such discharge and release within ten Business Days after delivery to the holders of the Company, provided that Notes of such request): (i) either (1A) such Subsidiary Guarantor has been discharged and released as a guarantor and discharged as an obligor and guarantor under and in respect of all Debt of the Company due and owing pursuant to the Bank Facility and all other Qualified Debt Agreements or (2) such Subsidiary Guarantor is sold, disposed of or otherwise transferred within the limitations of Section 10.5, the Bank Facility and all other Qualified Debt AgreementsCredit Facility, and the Company so certifies to the holders of the Notes in a certificate which Officer’s Certificate that accompanies such request for release and discharge, (iiB) any such request for discharge and release and discharge shall be expressly conditioned upon receipt is accompanied by the holders of the Notes of a written agreement executed by the Company Subsidiary Guarantor to be released pursuant to which the Company such Subsidiary Guarantor shall agree that if, for any reason whatsoever, the Subsidiary Guarantor to be released it thereafter becomes an a guarantor or obligor or guarantor under and in respect of any Debt of the CompanyBank Credit Facility, then the Company shall cause such Subsidiary Guarantor to shall contemporaneously provide written notice thereof to the holders of the Notes accompanied by an executed Subsidiary Guaranty Agreement joinder of such Subsidiary GuarantorGuarantor to the Subsidiary Guaranty Agreement, and (iiiC) at the time of such discharge and release and discharge, the Company shall deliver a certificate of a Responsible Officer to by the holders of the Notes to the Notes, and immediately after giving effect that thereto, no Default or Event of Default exists immediately prior to such release and discharge or would exist immediately after giving effect theretoand such Officer’s Certificate contains a certification to such effect. (d) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Company or of any Subsidiary Guarantor as consideration for or as an inducement to the entering into by any such creditor of any release or discharge of any Subsidiary Guarantor with respect to any liability of such Subsidiary Guarantor as an obligor or guarantor under or in respect of Debt of the Company, unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the Noteholders of all of the Notes then outstanding.

Subsidiary Guaranty Agreement. The Company will not permit any Restricted Subsidiary which is not a Subsidiary Guarantor to be or become obligated under and pursuant to any Guaranty of Debt of the Company under and pursuant to a Qualified Debt Agreement, unless, concurrently with, or prior to, becoming liable with respect to such Guaranty (each, a “Qualified Subsidiary Guaranty”), such Restricted Subsidiary (a “New Guarantor”) shall have (a) The payment by executed and delivered a Subsidiary Guaranty Supplement to the Company Subsidiary Guaranty Agreement thereby becoming a party thereto and a consent and agreement (the “Consent and Agreement”) to the Intercreditor Agreement as provided therein, (b) provided to each of all amounts due the holders of Notes copies of such Subsidiary Guaranty Supplement (pursuant to which, inter alia, such Subsidiary shall affirm in writing its representations contained in the Subsidiary Guaranty Agreement) and Consent and Agreement and a legal opinion with respect to thereto substantially in the Notes will be absolutely and unconditionally guaranteed by form of the Subsidiaries listed on Schedule 2.2(a) (collectively, the “Original Subsidiary Guarantors” and together with any additional Subsidiary who delivers a guaranty pursuant to Section 10.18, theopinion contemplated in (a) attached hereto with respect to such New Guarantor and made a part hereof (as the same may be amended, modified, restated, extended or renewed, the “Subsidiary Guaranty Agreement”). , (bc) The enforcement delivered such documents and evidence with respect to such Subsidiary as the Required Holders may reasonably request in order to establish the existence of such Subsidiary and the authorization of the rights transactions contemplated by the Subsidiary Guaranty Supplement to which such Subsidiary is a party, and benefits (d) demonstrated to the satisfaction of the Required Holders that such New Guarantor is Solvent. All Qualified Subsidiary Guaranties will be in respect of form and substance substantially identical to the Subsidiary Guaranty Agreement (with only such changes as are necessary to properly reflect the parties and Debt involved) and the Collateral Documents and the allocation beneficiaries of proceeds thereof any such Qualified Subsidiary Guaranty shall be subject have become parties to the Intercreditor Agreement. (c) Agreement in the manner provided for therein, including, without limitation, by execution of an Instrument of Accession thereto. The holders of the Notes acknowledge and agree that such holders Company will discharge and release not permit any Subsidiary Guarantor from the Subsidiary Guaranty Agreement to which it is a party pursuant to the written request of the Company, provided that (i) either (1) such Subsidiary Guarantor has been released and discharged as an obligor and guarantor under and in respect of all Debt of the Company due and owing pursuant to the Bank Facility and all other Qualified Debt Agreements make any payments on or (2) such Subsidiary Guarantor is sold, disposed of or otherwise transferred within the limitations of Section 10.5, the Bank Facility and all other Qualified Debt Agreements, and the Company so certifies to the holders of the Notes in a certificate which accompanies such request for release and discharge, (ii) any such release and discharge shall be expressly conditioned upon receipt by the holders of the Notes of a written agreement executed by the Company pursuant to which the Company shall agree that if, for any reason whatsoever, the Subsidiary Guarantor to be released thereafter becomes an obligor or guarantor under and in respect of any Debt of the Company, then the Company shall cause guaranteed by such Subsidiary Guarantor to contemporaneously provide written notice thereof to the holders except following and as a consequence of the Notes accompanied by an executed occurrence of a default under the Qualified Debt Agreement to which such Qualified Subsidiary Guaranty Agreement of relates and a demand being made under such Qualified Subsidiary Guarantor, and (iii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes to the effect that no Default or Event of Default exists immediately prior to such release and discharge or would exist immediately after giving effect theretoGuaranty. (d) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Company or of any Subsidiary Guarantor as consideration for or as an inducement to the entering into by any such creditor of any release or discharge of any Subsidiary Guarantor with respect to any liability of such Subsidiary Guarantor as an obligor or guarantor under or in respect of Debt of the Company, unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the Noteholders of all of the Notes then outstanding.

Subsidiary Guaranty Agreement. (a) The payment by the Company SUPPLEMENT NO. ___ dated as of all amounts due with respect _____________, to the Notes will be absolutely and unconditionally guaranteed by Subsidiary Guaranty Agreement, dated as of ____ __, ____ (the Subsidiaries “Guaranty Agreement”), among HEICO CORPORATION, a Florida corporation (the “Borrower”), each of the subsidiaries of the Borrower listed on Schedule 2.2(a) I thereto (each such subsidiary individually, a “Guarantor” and collectively, the “Original Subsidiary Guarantors” ”) and together with any additional Subsidiary who delivers SUNTRUST BANK, a guaranty pursuant to Section 10.18Georgia banking corporation, the as administrative agent (athe “Administrative Agent”) attached hereto and made a part hereof for the Lenders (as defined in the same may be Credit Agreement referred to below). Reference is made to the Revolving Credit Agreement, dated as of December 14, 2011 (as amended, modified, restated, extended supplemented or renewedotherwise modified from time to time, the “Subsidiary Guaranty Credit Agreement”). , among the Borrower, the lenders from time to time party thereto (bthe “Lenders”) The enforcement of and SunTrust Bank, as Administrative Agent and issuing bank (in such capacity, the rights “Issuing Bank”). Capitalized terms used herein and benefits not otherwise defined herein shall have the meanings assigned to such terms in respect of the Subsidiary Guaranty Agreement and the Collateral Documents Credit Agreement. The Guarantors have entered into the Guaranty Agreement in order to induce the Lenders to make Loans and the allocation Issuing Bank to issue Letters of proceeds thereof shall be subject Credit. Pursuant to the Intercreditor Agreement. (c) The holders Section 5.13 of the Notes acknowledge and agree Credit Agreement, each Subsidiary that such holders will discharge and release any Subsidiary was not in existence or not a Guarantor from on the Subsidiary date of the Credit Agreement is required to enter into the Guaranty Agreement to which it is as a party pursuant to the written request Guarantor upon becoming a Subsidiary. Section 21 of the Company, provided Guaranty Agreement provides that (i) either (1) such Subsidiary Guarantor has been released and discharged as an obligor and guarantor under and in respect of all Debt additional Subsidiaries of the Company due Borrower may become Guarantors under the Guaranty Agreement by execution and owing pursuant delivery of an instrument in the form of this Supplement. The undersigned Subsidiary of the Borrower (the “New Guarantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Bank Facility and all other Qualified Debt Agreements or (2) such Subsidiary Guarantor is sold, disposed of or otherwise transferred within Guaranty Agreement in order to induce the limitations of Section 10.5, the Bank Facility and all other Qualified Debt Agreements, Lenders to make additional Loans and the Company so certifies Issuing Bank to the holders issue additional Letters of the Notes in a certificate which accompanies such request for release Credit and discharge, (ii) any such release and discharge shall be expressly conditioned upon receipt by the holders of the Notes of a written agreement executed by the Company pursuant to which the Company shall agree that if, for any reason whatsoever, the Subsidiary Guarantor to be released thereafter becomes an obligor or guarantor under and in respect of any Debt of the Company, then the Company shall cause such Subsidiary Guarantor to contemporaneously provide written notice thereof to the holders of the Notes accompanied by an executed Subsidiary Guaranty Agreement of such Subsidiary Guarantor, and (iii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes to the effect that no Default or Event of Default exists immediately prior to such release and discharge or would exist immediately after giving effect thereto. (d) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Company or of any Subsidiary Guarantor as consideration for or Loans previously made and Letters of Credit previously issued. Accordingly, the Administrative Agent and the New Guarantor agree as an inducement to the entering into by any such creditor of any release or discharge of any Subsidiary Guarantor with respect to any liability of such Subsidiary Guarantor as an obligor or guarantor under or in respect of Debt of the Company, unless such consideration or remuneration is concurrently paid, on the same terms, ratably to the Noteholders of all of the Notes then outstanding.follows: