ADDITIONAL SUBSIDIARY GUARANTOR SUPPLEMENT
THIS SUPPLEMENT to the Guaranty and Suretyship Agreement dated as of
November 18, 1997 made by the Subsidiary Guarantors referred to therein in favor
of Mellon Bank, N.A., as Collateral Agent (such Guaranty and Suretyship
Agreement, as amended, modified or supplemented, being referred to as the
"Subsidiary Guaranty").
Recitals:
A. Capitalized terms used herein and not otherwise defined shall have the
meanings given them in, or by reference in, the Subsidiary Guaranty.
B. The Subsidiary Guaranty contemplates that a Person may become party to
the Subsidiary Guaranty as an additional Subsidiary Guarantor. The Person
executing this Supplement as Subsidiary Guarantor below (the "Additional
Subsidiary Guarantor") desires to become party to the Subsidiary Guaranty as a
Subsidiary Guarantor.
NOW, THEREFORE, the Additional Subsidiary Guarantor , intending to be
legally bound hereby, represents, warrants and covenants to the Secured Parties
and the Loan Parties as follows:
Section 1. Joinder.
(a) The Additional Subsidiary Guarantor hereby becomes party to the
Subsidiary Guaranty as a Subsidiary Guarantor thereunder, and agrees that it
shall be subject to and bound by all of the provisions thereof.
(b) Without limiting the generality of the foregoing, the Additional
Subsidiary Guarantor acknowledges and agrees that the provisions of the
Collateral Agency Agreement are supplemental to the provisions of the Subsidiary
Guaranty, as provided in the Collateral Agency Agreement. The Additional
Subsidiary Guarantor consents and agrees to the terms of the Collateral Agency
Agreement, and acknowledges and agrees that, by becoming party to the Subsidiary
Guaranty, the Additional Subsidiary Guarantor is and shall be party to the
Collateral Agency Agreement and shall be subject to and bound by all of the
provisions of the Collateral Agency Agreement. The Additional Subsidiary
Guarantor acknowledges receipt of a copy of the Collateral Agency Agreement.
Section 2. Warranties, etc. The Additional Subsidiary Guarantor hereby
represents and warrants to each Secured Party that each of the representations
and warranties set forth in Article III of the Subsidiary Guaranty is true and
correct, insofar as such provisions relate to the Additional Subsidiary
Guarantor or any Subsidiary of the Additional Subsidiary Guarantor, after giving
effect to this Supplement.
Section 3. Governing Law. This Supplement shall be governed by, construed
and enforced in accordance with the laws of the Commonwealth of Pennsylvania,
without regard to principles of conflicts of law.
Section 4. Execution in Counterparts. This Supplement may be executed by
the Additional Subsidiary Guarantor in any number of counterparts, each of which
shall be deemed to be an original, and all such counterparts shall constitute
but one and the same agreement.
IN WITNESS WHEREOF, the Additional Subsidiary Guarantor has duly executed
this Supplement.
GREENFIELD INDUSTRIES, INC.
as Subsidiary Guarantor
By/s/Xxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President and Assistant Treasurer
Address: State Xxxxx 000 Xxxxx
X. X. Xxx 000
Xxxxxxx, Xxxxxxxxxxxx 00000
Attn: Xxxxx X. Xxxxxxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
Telex:
(Answerback: )
Date: November 18, 1997
