EX-10.24
from 10-K
5 pages
This Guaranty (This "Guaranty") Is Executed and Delivered as of July 27, 2017 by the Undersigned Guarantor (The "Guarantor") in Favor of Banc of America Leasing & Capital, LLC, Located at One Financial Plaza, Second Floor, Providence, Ri 02903-2305 ("Balc"). Tvpx Aircraft Solutions Inc., a Utah Corporation, Not in Its Individual Capacity, but Solely as Owner Trustee Under the Trust Agreement Dated July 27, 2017, Located at 39 East Eagle Ridge Drive, Suite 201, North Salt Lake, Ut 84054 ("Customer") Has Requested That Balc Enter Into That Certain Loan and Aircraft Security Agreement (S/N 218) Dated as of July 27, 2017 (As Amended, Supplemented or Restated From Time to Time, and Together With Any and All Other Documents, Instruments, Certificates and Other Agreements Relating Thereto, the "Agreement"), Between Balc and Customer, and This Guaranty Is a Condition to Balc’s Entering Into the Agreement. Balc Is Unwilling to Enter the Agreement With Customer, Unless Guarantor Absolutely and Unconditionally Guarantees to Balc the Payment and Performance of All Such Obligations of Customer at Any Time Owing to Balc. With Knowledge That Balc Will Enter Into the Agreement With or Otherwise Extend Financial Accommodations to Customer in Reliance Upon the Existence of This Guaranty and the Validity and Enforceability of the Obligations and Liabilities of Guarantor to Balc Contemplated Hereby, Guarantor Agrees With Balc as Follows
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EX-10.2
from 8-K
~10
pages
Annex 1 to the Corporate Guarantee Dated July 27th, 2017 in the Amount of Eur 50 Mn in Connection With the Umbrella Facility Agreement in the Amount of Eur 50 Mn Dated 27.07.2017 (The "Umbrella Facility Agreement") the Following Branches and Subsidiaries of Deutsche Bank AG ("Lending Offices") Have Entered Into Business Relationship With the Subsidiaries of Ipg Laser Gmbh (Named Hereinafter "Ipg Laser Group") in This Context the Following Facilities of the Umbrella Credit Agreement Dated 27. 07.2017 Have Been Allocated Inter Alia for the Use of the Companies Listed Hereafter: Summary of Credit Agreements for the Ipg Laser Group of Companies in Germany and Abroad: Debtor Lending Office Local Currency Amount (In Currency) Facility 1 Cash Facility 2 Guarantee Facility 3 Margin Line Total if Not in Euro Convert to Euro IPG Photonics (Italy) S.R.L., via Kennedy 21, 20023 Cerro Maggiore (Milano), Italy Deutsche Bank Spa, Milano, Italy 3,000,000 0 0 3,000,000 Ire-Polus Nto, 141190, Fryazino Pl. Vvedenskogo, Russia Deutsche Bank Ltd., Moscow, Russia 0 0 0 0 Ipg (Beijing) Fiber Laser Technology Company Limited Deutsche Bank (China) Co., Ltd., Beijing, China 2,000,000 1,000,000 7,000,000 10,000,000 0 0 0 0 0 0 0 Total Credit Lines Based on the Guarantee 5,000,000 1,000,000 7,000,000 13,000,000 Burbach, July 31, 2017 Cologne, 27th July, 2017 Place and Date Place and Date /S/ Eugene Scherbakov /S/ Joachim Gartz /S/ Maike Kordes (Corporate Seal and Binding Signatures of the Guarantor) (Deutsche Bank AG Filiale Deutschlandgeschäft) Oxford, July 31, 2017 /S/ Timothy P.V. Mammen
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EX-10.44
from 10-K
~10
pages
Annex 1 (4th Amendment) to the Corporate Guarantee Dated August 11th, 2014 in the Amount of Eur 30 Mn in Connection With the Umbrella Facility Agreement in the Amount of Eur 30 Mn Dated 21.07.2014 Including the 1st Amendment Dated 01.10.2015, the 2nd Amendment Dated 18.04.2016, the 3rd Amendment Dated 21.09.2016 and the 4th Amendment Dated 16.12.2016 (The "Umbrella Facility Agreement") the Following Branches and Subsidiaries of Deutsche Bank AG ("Lending Offices") Have Entered Into Business Relationship With the Subsidiaries of Ipg Laser Gmbh (Named Hereinafter "Ipg Laser Group") in This Context the Following Facilities of the Umbrella Credit Agreement Dated 21.07.2014 Including All Amendments Have Been Allocated Inter Alia for the Use of the Companies Listed Hereafter: Summary of Credit Agreements for the Ipg Laser Group of Companies in Germany and Abroad: Debtor Lending Office Local Currency Amount (In Currency) Facility 1 Cash Facility 2 Guarantee Facility 3 Margin Line Total if Not in Euro Convert to Euro IPG Photonics (Italy) S.R.L., via Kennedy 21, 20023 Cerro Maggiore (Milano), Italy Deutsche Bank Spa, Milano, Italy 3,000,000 0 0 3,000,000 Ire-Polus Nto, 141190, Fryazino Pl. Vvedenskogo, Russia Deutsche Bank Ltd., Moscow, Russia 0 0 0 0 Ipg (Beijing) Fiber Laser Technology Company Limited Deutsche Bank (China) Co., Ltd., Beijing, China 2,000,000 1,000,000 7,000,000 10,000,000 0 0 0 0 0 0 0 Total Credit Lines Based on the Guarantee 5,000,000 1,000,000 7,000,000 13,000,000 Burbach, December 16, 2016 Köln, 16th December 2016 Place and Date /S/ Eugene Scherbakov /S/ Bolo Baedorf /S/ Joachim Gartz Ipg Laser Gmbh (Deutsche Bank AG Filiale Deutschlandgeschäft) (Legally Binding Signatures of the Guarantor) /S/ Timothy P.V. Mammen December 16, 2016
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EX-10.2
from 10-Q
~10
pages
Annex 1 (3rd Amendment) to the Corporate Guarantee Dated August 11th, 2014 in the Amount of Eur 30 Mn in Connection With the Umbrella Facility Agreement in the Amount of Eur 30 Mn Dated 21.07.2014 Including the 1st Amendment Dated 01.10.2015, the 2nd Amendment Dated 18.04.2016 and the 3rd Amendment Dated 21.09.2016 (The "Umbrella Facility Agreement") the Following Branches and Subsidiaries of Deutsche Bank AG ("Lending Offices") Have Entered Into Business Relationship With the Subsidiaries of Ipg Laser Gmbh (Named Hereinafter "Ipg Laser Group") in This Context the Following Facilities of the Umbrella Credit Agreement Dated 21.07.2014 Have Been Allocated Inter Alia for the Use of the Companies Listed Hereafter: Summary of Credit Agreements for the Ipg Laser Group of Companies in Germany and Abroad: Debtor Lending Office Local Currency Amount (In Currency) Facility 1 Cash Facility 2 Guarantee Facility 3 Margin Line Total if Not in Euro Convert to Euro IPG Photonics (Italy) S.R.L., via Kennedy 21, 20023 Cerro Maggiore (Milano), Italy Deutsche Bank Spa, Milano, Italy 3,000,000 0 0 3,000,000 Ire-Polus Nto, 141190, Fryazino Pl. Vvedenskogo, Russia Deutsche Bank Ltd., Moscow, Russia 0 0 0 0 IPG Photonics (Beijing) Fiber Laser Technology Company Limited Deutsche Bank Ltd., Beijing, China 2,000,000 1,000,000 7,000,000 10,000,000 0 0 0 0 0 0 0 Total Credit Lines Based on the Guarantee 5,000,000 1,000,000 7,000,000 13,000,000 Burbach, November 1, 2016 Köln, 21st September 2016 Place and Date Place and Date /S/ Eugene Scherbakov Ipg Laser Gmbh /S/ Bolo Baedorf /S/ Joachim Gartz (Legally Binding Signatures of the Guarantor) (Deutsche Bank AG Filiale Deutschlandgeschäft) /S/ Timothy P.V. Mammen November 1, 2016
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EX-10.2
from 8-K
~10
pages
Annex 1 (2nd Amendment) to the Corporate Guarantee Dated August 11th, 2014 in the Amount of Eur 30 Mn. in Connection With the Umbrella Facility Agreement With an Amount of Eur 30 Mn Dated 21.07.2014 Including the 2nd Amendment Dated 18.04.2016 the Following Branches and Subsidiaries of Deutsche Bank AG ("Lending Offices") Have Entered Into Business Relationship With the Subsidiaries of Ipg Laser Gmbh (Named Hereinafter "Ipg Laser Group") in This Context the Following Facilities of the Umbrella Credit Agreement Dated 21.07.2014 Have Been Allocated Inter Alia for the Use of the Companies Listed Hereafter: Summary of Credit Agreements for the Ipg Laser Group of Companies in Germany and Abroad: Debtor Lending Office Local Currency Amount (In Currency) Facility 1 Cash Facility 2 Guarantee Facility 3 Margin Line Total if Not in Euro Convert to Euro IPG Photonics (Italy) S.R.L., via Kennedy 21, 20023 Cerro Maggiore (Milano), Italy Deutsche Bank Spa, Milano, Italy 3,000,000 — 3,000,000 Ire-Polus Nto, 141190, Fryazino Pl. Vvedenskogo, Russia Deutsche Bank Ltd., Moscow, Russia 3,000,000 5,000,000 8,000,000 IPG Photonics (Beijing) Fiber Laser Technology Company Limited Deutsche Bank Ltd., Beijing, China 3,000,000 3,000,000 6,000,000 Total Credit Lines Based on the Guarantee 9,000,000 5,000,000 3,000,000 17,000,000 Oxford, Ma, May 19, 2016 Cologne, 18th April, 2016 Place and Date Place and Date /S/ Eugene Scherbakov /S/ Frank Gehrmann /S/ Joachim Gartz (Corporate Seal and Binding Signatures of the Guarantor) (Deutsche Bank AG Filiale Deutschlandgeschäft) /S/ Timothy P.V. Mammen
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EX-10.2
from 8-K
~10
pages
Annex 1 (1st Amendment) to the Corporate Guarantee Dated 11 August 2014 in the Amount of Eur 30 Mn. in Connection With the Umbrella Facility Agreement With an Amount of Eur 30 Mn Dated 07 August 2014 the Following Branches and Subsidiaries of Deutsche Bank AG ("Lending Offices") Have Entered Into Business Relationship With the Subsidiaries of Ipg Laser Gmbh (Named Hereinafter "Ipg Laser Group") in This Context the Following Facilities of the Umbrella Credit Agreement Dated 07 August 2014 Have Been Allocated Inter Alia for the Use of the Companies Listed Hereafter: Summary of Credit Agreements for the Ipg Laser Group of Companies in Germany and Abroad: Debtor Lending Office Local Currency Amount (In Currency) Facility 1 Cash Facility 2 Guarantee Facility 3 Lc Facility 4 Margin Line Total if Not in Euro Convert to Euro IPG Photonics (Italy) S.R.L., via Kennedy 21, 20023 Cerro Maggiore (Milano), Italy Deutsche Bank Spa, Milano, Italy 3,000,000 — 3,000,000 Ire-Polus Nto, 141190, Fryazino Pl. Vvedenskogo, Russia Deutsche Bank Ltd., Moscow, Russia 3,000,000 5,000,000 8,000,000 IPG Photonics (Beijing) Fiber Laser Technology Company Limited Deutsche Bank Ltd., Beijing, China 3,000,000 3,000,000 — — — — — — — Total Credit Lines Based on the Guarantee 9,000,000 5,000,000 — — 14,000,000 Burbach, October 1, 2015 Cologne, October 1st, 2015 Place and Date Place and Date /S/ Eugene Scherbakov /S/ Dietmar Amend /S/ Joachim Gartz (Corporate Seal and Binding Signatures of the Guarantor) (Deutsche Bank AG Filiale Deutschlandgeschäft) /S/ Timothy P.V. Mammen, Oxford, Ma, October 1, 2015
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EX-10.1
from 10-Q
2 pages
Re: Loan Agreement Dated as of June 4, 2008, as Amended by a First Amendment to Loan Agreement Dated as of February 25, 2010 and a Second Amendment to Loan Agreement Dated as of September 30, 2010, All by and Between IPG Photonics Corporation (“Ipg”) and Bank of America, N.A. (The “Bank”), and by Letter Agreement Dated February 6, 2013 From the Bank to Ipg (As May Have Been Further Amended From Time to Time, Collectively, the “Agreement”) Dear Mr. Mammen: Banc of America Leasing & Capital, LLC Has Agreed to Furnish Ipg With a Secured Aircraft Loan of $22,000,000.00 (The “Aircraft Loan”) for the Purchase of a 2010 Dassault Falcon 2000lx by a Revocable Trust to Be Created With Ipg as the Sole Beneficial Owner Thereof. This Letter Confirms the Bank’s Consent to the Aircraft Loan Notwithstanding Anything to the Contrary Contained in the Agreement. This Letter Shall Also Confirm the Following Amendments to the Agreement: 1. a Definition for “Aircraft Loan” Is Added to Article 1.0 of the Agreement to Read as Follows: ““Aircraft Loan” Means a Secured Aircraft Loan of Up to $22,000,000.00 Furnished by Banc of America Leasing & Capital, LLC for the Purchase by an Affiliate of the Borrower of a 2010 Dassault Falcon 2000lx.” 2. the References to “$15,000,000.00” in Sections 5.02(d) and 5.02(e) of the Agreement Are Amended to Read “$15,000,000.00 Plus the Aircraft Loan”. 3. the Reference to “$250,000.00” in Section 6.01(c) of the Agreement Is Amended to Read “$5,000,000.00”. Capitalized Terms Used and Not Otherwise Defined Herein Shall Have the Meanings Ascribed to Them in the Agreement. in Conjunction With the Bank’s Consent to the Aircraft Loan and Agreeing to the Within Amendments to the Agreement, the Bank Requests That Ipg: A. Acknowledge and Agree That the Agreement, as Hereby Amended, Remains in Full Force and Effect Pursuant to Its Terms and Provisions as Set Forth Therein;
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EX-10.4
from 8-K
~10
pages
Annex 1 (Original Version) to the Corporate Guarantee Dated 11 August 2014 in the Amount of Eur 30 Mn. in Connection With the Umbrella Facility Agreement With an Amount of Eur 30 Mn Dated 07 August 2014 the Following Branches and Subsidiaries of Deutsche Bank AG ("Lending Offices") Have Entered Into Business Relationship With the Subsidiaries of Ipg Laser Gmbh (Named Hereinafter "Ipg Laser Group") in This Context the Following Facilities of the Umbrella Credit Agreement Dated 07 August 2014 Have Been Allocated Inter Alia for the Use of the Companies Listed Hereafter: Summary of Credit Agreements for the Ipg Laser Group of Companies in Germany and Abroad: Debtor Lending Office Local Currency Amount (In Currency) Facility 1 Cash Facility 2 Guarantee Facility 3 Lc Facility 4 Margin Line Total if Not in Euro Convert to Euro IPG Photonics (Italy) S.R.L., via Kennedy 21, 20023 Cerro Maggiore (Milano), Italy Deutsche Bank Spa, Milano, Italy 3,000,000 — 3,000,000 Ire-Polus Nto, 141190, Fryazino Pl. Vvedenskogo, Russia Deutsche Bank Ltd., Moscow, Russia 3,000,000 13,000,000 16,000,000 IPG Photonics (Beijing) Fiber Laser Technology Company Limited Deutsche Bank Ltd., Beijing, China 3,000,000 3,000,000 — — — — — — — Total Credit Lines Based on the Guarantee 9,000,000 13,000,000 — — 22,000,000 Burbach, 11 August 2014 Cologne, 7 August 2014 Place and Date Place and Date /S/ Eugene Scherbakov /S/ Eddy Henning, /S/ Joachim Gartz (Corporate Seal and Binding Signatures of the Guarantor) (Deutsche Bank AG Filiale Deutschlandgeschäft) /S/ Valentin Gapontsev, Oxford, Ma, August 11, 2014
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