EXHIBIT D FORM OF ASSIGNMENT AGREEMENTAssignment Agreement • May 5th, 2010 • Matthews International Corp • Nonferrous foundries (castings) • Pennsylvania
This Assignment Agreement (this “Assignment Agreement”) between ______________ (the “Assignor”) and __________________(the “Assignee”) is dated as of ____________, ____. The parties hereto agree as follows:
EXHIBIT B FORM OF TERM NOTEMatthews International Corp • May 5th, 2010 • Nonferrous foundries (castings)
FOR VALUE RECEIVED, the undersigned, Matthews International Corporation, a Pennsylvania corporation (the "Borrower"), hereby promises to pay to the order of _________________________ ("BANK"), as provided for in the Loan Agreement (as defined below), the original principal amount of [___________________ and __/100 Dollars ($_____________)], together with interest on the unpaid principal amount of this Term Note (this "Term Note") at the rate or rates per annum determined pursuant to Article II of, or as otherwise provided in, that certain Loan Agreement, by and among the Borrower, BANK and other financial institutions listed on the signature pages thereof (BANK and such other financial institutions are each, a "Bank" and collectively, the "Banks"), and Citizens Bank of Pennsylvania, a Pennsylvania banking institution, as agent for the Banks (in such capacity, the "Agent"), dated December 3, 2001, as amended by that certain First Amendment to Loan Agreement, dated __________, 2004, by a
GUARANTY AND SURETYSHIP AGREEMENTGuaranty and Suretyship Agreement • May 5th, 2010 • Matthews International Corp • Nonferrous foundries (castings) • Pennsylvania
IN CONSIDERATION of credit granted or to be granted by Citizens Bank of Pennsylvania, a national banking association ("Citizens") and various other financial institutions (Citizens and such other financial institutions are each a "Bank" and collectively, the "Banks") pursuant to that certain Loan Agreement, dated of even date herewith, by and among Matthews International Corporation, a Pennsylvania corporation (the "Debtor"), the Banks and Citizens Bank of Pennsylvania, as agent for the Banks (in such capacity, the "Agent") (the "Loan Agreement"), intending to be legally bound hereby, and to induce the Banks to maintain or extend credit to the Debtor, _________________________, a _________________ (the "Guarantor"), this 3rd day of December, 2001, hereby jointly and severally with each of the other Guarantors (as defined in the Loan Agreement):
SWING LINE NOTESwing Line Note • May 5th, 2010 • Matthews International Corp • Nonferrous foundries (castings)
FOR VALUE RECEIVED, the undersigned, Matthews International Corporation, a Pennsylvania corporation (the "Borrower"), hereby promises to pay to the order of Citizens Bank of Pennsylvania ("Citizens"), as provided for in the Loan Agreement (as defined below), the lesser of (i) the principal sum of Ten Million and 00/100 Dollars ($10,000,000.00) or (ii) the aggregate unpaid principal amount of all Swing Line Loans made by Citizens to the Borrower pursuant to that certain Loan Agreement, dated of even date herewith, by and among the Borrower, Citizens and other financial institutions listed on the signature pages thereof (Citizens and such other financial institutions are each a "Bank" and collectively, the "Banks"), and Citizens Bank of Pennsylvania, as agent for the Banks (in such capacity, the "Agent") (as such agreement may be amended, modified or supplemented from time to time, the "Loan Agreement"). The Borrower hereby further promises to pay to the order of Citizens interest on the
FORM OF REVOLVING CREDIT NOTEMatthews International Corp • May 5th, 2010 • Nonferrous foundries (castings)
FOR VALUE RECEIVED, the undersigned, Matthews International Corporation, a Pennsylvania corporation (the "Borrower"), hereby promises to pay to the order of ________________________ ("________"), as provided for in the Loan Agreement (as defined below), the lesser of (i) the principal sum of ______________ and ___/100 Dollars ($_____________) or (ii) ___________ 's ratable portion of the aggregate unpaid principal amount of all Revolving Credit Loans made by the Banks (as hereinafter defined) to the Borrower pursuant to that certain Loan Agreement, dated of even date herewith, by and among the Borrower, ____________ and other financial institutions listed on the signature pages thereof (_________ and such other financial institutions are each a "Bank" and collectively, the "Banks"), and Citizens Bank of Pennsylvania, as agent for the Banks (in such capacity, the "Agent") (as such agreement may be amended, modified or supplemented from time to time, the "Loan Agreement"). The Borrower h
