FORM OF THIRD AMENDED AND RESTATED GUARANTEEKennametal Inc • August 12th, 2010 • Machine tools, metal cutting types • New York
THIRD AMENDED AND RESTATED GUARANTEE, dated as of ___, 20[___], made by each of the corporations that are signatories hereto (the “Guarantors”), in favor of BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders (the “Lenders”) parties to the Third Amended and Restated Credit Agreement, dated as of June 25, 2010 (as it may hereafter be amended, modified, extended or restated from time to time, the “Credit Agreement”), among Kennametal Inc., a Pennsylvania corporation (the “Company”) and the other Borrowers party thereto, the Lenders from time to time parties thereto, Bank of America, N.A., London Branch, as Euro Swingline Lender, PNC Bank, National Association and JPMorgan Chase Bank, N.A., as co-syndication agents, Citizens Bank of Pennsylvania and Bank of Tokyo-Mitsubishi UFJ Trust Company as co-documentation agents, Bank of America, N.A., as the Administrative Agent and the other parties thereto.
