ARCW Arc Grp. Worldwide, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 10, 2014

ARC Group Worldwide, Inc.

(Exact Name of Registrant as Specified in its Charter)

Utah

(State or other jurisdiction of incorporation)

Registrant’s telephone number, including area code:   303-467-5236

Former Name or Former Address, if Changed Since Last Report:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o                         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o                         Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o                         Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o                         Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 0240.13e-4(c))

Explanatory Note

On November 10, 2014, ARC Group Worldwide, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) disclosing that the Company entered into an Amended & Restated Credit Agreement (as defined below, the “Senior Credit Agreement”) and a Subordinated Loan Agreement (as defined below, the “Subordinated Loan Agreement” and together with the Senior Credit Agreement, the “Agreements”).  This Current Report on Form 8-K/A amends and supplements the Original Report to file Schedules and Exhibits referenced in the Agreements.  All other information disclosed and set forth in the Original Report remains unchanged.

Item 9.01.                      Financial Statements and Exhibits.

(d)                                                               Exhibits

ii

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

iii

Exhibit 10.42

EXHIBITS

Form of:

SCHEDULES

EXHIBIT A-1

FORM OF LOAN NOTICE

Date:             ,     

To:                             Citizens Bank, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Amended and Restated Credit Agreement, dated as of November [  ], 2014, as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among ARC Group Worldwide, Inc., a Utah corporation (the “Parent”),  Advanced Forming Technology, Inc., a Colorado corporation (“AFT”), Arc Wireless, Inc., a Delaware corporation (“Wireless”), Flomet LLC, a Delaware limited liability company (“Flomet”), General Flange & Forge LLC, a Delaware limited liability company (“General Flange”), Tekna Seal LLC, a Florida limited liability company (“Tekna Seal”), 3D Material Technologies, LLC, a Delaware limited liability company (“3D Material”), Quadrant Metals Technologies LLC, a Delaware limited liability company (“Quadrant” and together with AFT, Wireless, Flomet, General Flange Tekna Seal and 3D Material, each a “Borrower” and, collectively the “Borrowers”), the Lenders from time to time party thereto, Citizens Bank, N.A. (formerly known as RBS Citizens, N.A.), as Administrative Agent, Collateral Agent, Issuing Bank and Swingline Lender and the other agent party thereto.

The Parent hereby requests:

o  A Borrowing of Revolving Loans

o  A conversion or continuation of Revolving Loans

o  A Borrowing of Term Loans

o  A conversion or continuation of a Term Loan

o  A Borrowing of Delayed Draw Term Loans

o  A conversion or continuation of Delayed Draw Term Loans

1.             On                                                                                          (a Business Day).

2.             In the amount of                                                                 .

3.             Comprised of                                                                        .

[Type of Loan requested]

4.             On behalf of                                                         [insert name of Borrower].(1)

5.             For Eurodollar Rate Loans:  with an Interest Period of             month(s).

The Borrowing, if any, requested herein complies with the first sentence of Section 2.01(a), 2.01(b), or 2.01(c) of the Agreement, as applicable, and all conditions set forth in Section 4.02 and, if applicable, Section 4.01, are satisfied.

(1)  To be inserted if the Borrowing is a Borrowing of Revolving Loans or Delayed Draw Term Loans.

Form of Loan Notice

A-2

EXHIBIT A-2

FORM OF SWINGLINE LOAN NOTICE

Date:             ,     

To:                             Citizens Bank, N.A., as Swingline Lender and Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Amended and Restated Credit Agreement, dated as of November [  ], 2014, as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among ARC Group Worldwide, Inc., a Utah corporation (the “Parent”),  Advanced Forming Technology, Inc., a Colorado corporation (“AFT”), Arc Wireless, Inc., a Delaware corporation (“Wireless”), Flomet LLC, a Delaware limited liability company (“Flomet”), General Flange & Forge LLC, a Delaware limited liability company (“General Flange”), Tekna Seal LLC, a Florida limited liability company (“Tekna Seal”), 3D Material Technologies, LLC, a Delaware limited liability company (“3D Material”), Quadrant Metals Technologies LLC, a Delaware limited liability company (“Quadrant” and together with AFT, Wireless, Flomet, General Flange Tekna Seal and 3D Material, each a “Borrower” and, collectively the “Borrowers”), the Lenders from time to time party thereto, Citizens Bank, N.A. (formerly known as RBS Citizens, N.A.), as Administrative Agent, Collateral Agent, Issuing Bank and Swingline Lender and the other agent party thereto.

The undersigned hereby requests a Swingline Loan:

1.             On                                                                         (a Business Day).

2.             In the amount of $                                           .

3.             On behalf of                                                        [insert name of Borrower].

The Swingline Borrowing requested herein complies with the requirements of the first sentence of Section 2.12(a) of the Agreement.

Form of Loan Notice

A-3

EXHIBIT B-1

FORM OF TERM NOTE

FOR VALUE RECEIVED, each of the undersigned (each a “Borrower” and collectively, the “Borrowers”) jointly and severally promises to pay to                       or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of the Term Loan made by the Lender to the Borrower under that certain Amended and Restated Credit Agreement, dated as of November [  ], 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among ARC Group Worldwide, Inc., the Borrowers, the Lenders from time to time party thereto, Citizens Bank, N.A. (formerly known as RBS Citizens, N.A.), as Administrative Agent, Collateral Agent, Issuing Bank and Swingline Lender and the other agent party thereto.

Each of the Borrowers jointly and severally promises to pay interest on the unpaid principal amount of the Term Loan from the date of such Term Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement.  All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars and in Same Day Funds at the Administrative Agent’s Office.  If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.

This Term Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein.  This Term Note is also entitled to the benefits of the Loan Documents.  Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Term Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement.  The Term Loan made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Term Note and endorse thereon the date, amount, currency and maturity of its Term Loan and payments with respect thereto.

Each Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Term Note.

Form of Note

B-1

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Form of Note

B-2

Form of Note

B-3

LOANS AND PAYMENTS WITH RESPECT THERETO

Form of Note

B-4

EXHIBIT B-2

FORM OF REVOLVING CREDIT NOTE

FOR VALUE RECEIVED, each of the undersigned (each a “Borrower” and collectively, the “Borrowers”) jointly and severally promises to pay to                       or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Revolving Loan from time to time made by the Lender to the Borrower under that certain Amended and Restated Credit Agreement, dated as of November [  ], 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among ARC Group Worldwide, Inc., the Borrowers, the Lenders from time to time party thereto, Citizens Bank, N.A. (formerly known as RBS Citizens, N.A.), as Administrative Agent, Collateral Agent, Issuing Bank and Swingline Lender and the other agent party thereto.

Each of the Borrowers jointly and severally promises to pay interest on the unpaid principal amount of each Revolving Loan from the date of such Revolving Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement.  Except as otherwise provided in Section 2.05(b) of the Agreement with respect to Swingline Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars and in Same Day Funds at the Administrative Agent’s Office.  If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.

This Revolving Credit Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein.  This Revolving Credit Note is also entitled to the benefits of the Loan Documents.  Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Revolving Credit Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement.  Revolving Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Revolving Credit Note and endorse thereon the date, amount, currency and maturity of its Revolving Loans and payments with respect thereto.

Each Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Revolving Credit Note.

Form of Note

B-5

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Form of Note

B-6

Form of Note

B-7

LOANS AND PAYMENTS WITH RESPECT THERETO

Form of Note

B-8

EXHIBIT B-3

FORM OF DELAYED DRAW TERM NOTE

FOR VALUE RECEIVED, each of the undersigned (each a “Borrower” and collectively, the “Borrowers”) jointly and severally promises to pay to                       or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Delayed Draw Term Loan from time to time made by the Lender to the Borrower under that certain Amended and Restated Credit Agreement, dated as of November [  ], 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among ARC Group Worldwide, Inc., the Borrowers, the Lenders from time to time party thereto, Citizens Bank, N.A. (formerly known as RBS Citizens, N.A.), as Administrative Agent, Collateral Agent, Issuing Bank and Swingline Lender and the other agent party thereto.

Each of the Borrowers jointly and severally promises to pay interest on the unpaid principal amount of each Delayed Draw Term Loan from the date of such Delayed Draw Term Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement.  All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars and in Same Day Funds at the Administrative Agent’s Office.  If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.

This Delayed Draw Term Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein.  This Delayed Draw Term Note is also entitled to the benefits of the Loan Documents.  Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Delayed Draw Term Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement.  Delayed Draw Term Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Delayed Draw Term Note and endorse thereon the date, amount, currency and maturity of its Delayed Draw Term Loans and payments with respect thereto.

Each Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Delayed Draw Term Note.

Form of Note

B-9

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Form of Note

B-10

Form of Note

B-11

LOANS AND PAYMENTS WITH RESPECT THERETO

Form of Note

B-12

EXHIBIT C

FORM OF COMPLIANCE CERTIFICATE

Financial Statement Date:          ,

To:                             Citizens Bank, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Amended and Restated Credit Agreement, dated as of November [  ], 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among ARC Group Worldwide, Inc., a Utah corporation (the “Parent”),  Advanced Forming Technology, Inc., a Colorado corporation (“AFT”), Arc Wireless, Inc., a Delaware corporation (“Wireless”), Flomet LLC, a Delaware limited liability company (“Flomet”), General Flange & Forge LLC, a Delaware limited liability company (“General Flange”), Tekna Seal LLC, a Florida limited liability company (“Tekna Seal”), 3D Material Technologies, LLC, a Delaware limited liability company (“3D Material”), Quadrant Metals Technologies LLC, a Delaware limited liability company (“Quadrant” and together with AFT, Wireless, Flomet, General Flange Tekna Seal and 3D Material, each a “Borrower” and, collectively the “Borrowers”), the Lenders from time to time party thereto, Citizens Bank, N.A. (formerly known as RBS Citizens, N.A.), as Administrative Agent, Collateral Agent, Issuing Bank and Swingline Lender and the other agents party thereto.

The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the                                                                 of the Parent, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Parent and its Subsidiaries, and that:

[Use following paragraphs 1 and 2 for fiscal year-end financial statements]

1.             The Parent has delivered the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.

[Use following paragraph 1 for fiscal quarter-end financial statements]

1.             The Parent has delivered the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter ended as of the above date.  Such financial statements fairly present, in all material respects, the financial condition, results of operations and cash flows of the Parent and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.

2.             The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the

Form of Compliance Certificate

C-1

transactions and condition of the Parent and its Subsidiaries during the accounting period covered by such financial statements and projections.

3.             A review of the activities of the Parent and its Subsidiaries during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Parent and its Subsidiaries performed and observed all their Obligations under the Loan Documents, and

[select one:]

[to the best knowledge of the undersigned, during such fiscal period no Default or Event of Default has occurred and is continuing.]

—or—

[to the best knowledge of the undersigned, during such fiscal period the following covenants or conditions have not been performed or observed and the following is a list of each such Default or Event of Default and its nature and status:]

4.             The financial covenant analyses and information set forth on Schedules 1 and 2 attached hereto are true and accurate in all material respects on and as of the date of this Certificate.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of                         ,            .

Form of Compliance Certificate

C-2

For the Quarter/Year ended                    (“Statement Date”)

SCHEDULE 1
to the Compliance Certificate
($ in 000’s)

I.                                        Section 7.14(a) — Fixed Charge Coverage Ratio.

A.                                    Consolidated EBITDA for four consecutive fiscal quarters ending on above date (“Subject Period”):(2)

(2)  For the purposes of calculating Consolidated EBITDA for any period in connection with any determination of the Total Leverage Ratio, Senior Leverage Ratio or Fixed Charge Coverage Ratio, (i) if at any time during such period the Parent or any Subsidiary shall have made any Specified Disposition, the Consolidated EBITDA for such period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the property that is the subject of such Specified Disposition for such period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such period and (ii) if during such period a Borrower or any Subsidiary shall have made a Specified Acquisition, Consolidated EBITDA for the portion of such period prior to the date of such Specified Acquisition shall be calculated after giving effect thereto on a Pro Forma Basis as if such Specified Acquisition occurred on the first day of such period.  As used in this definition, “Specified Acquisition” means any acquisition of property or series of related acquisitions of property that constitutes assets comprising all or substantially all of an operating unit of a business or constitutes all or substantially all of the common stock of a Person; and “Specified Disposition” means any Disposition of property or series of related Dispositions of property that constitutes a division or operating unit of a business or a line of business or a Disposition of all or substantially all of the stock or assets of a Person, in each case for aggregate Acquisition Consideration of $1,000,000 or more.  In addition, in calculating Consolidated EBITDA for any Test Period that includes the fiscal quarter in which the Kecy Acquisition is consummated, Consolidated EBITDA shall be calculated on a pro forma basis to reflect cost savings, not to exceed $1,202,000 in the aggregate, relating to payments to Raymond Cox and David Zerbey prior to the Kecy Acquisition (but without duplication of any item set forth in clauses (b)(i) through (b)(ix) of such definition, and only to the extent the items reflected in such cost savings had been included in the calculation of Consolidated Net Income for such Test Period).

Notwithstanding the foregoing, so long as the Parent does not restate or revise its financial statements covering any fiscal quarter ending on a date set forth in the table below, Consolidated EBITDA for each applicable fiscal quarter ending on a date as set forth in the table below shall be deemed to be as follows: for the fiscal quarter ended (i) December 31, 2013, $6,835,355.00, (ii) March 31, 2014, $6,258,818.00, (iii) June 30, 2014, $3,512,188.00, and (iv) September 30, 2014, $4,023,783.00.

Form of Compliance Certificate

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Form of Compliance Certificate

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II.                                   Section 7.14(b) — Total Leverage Ratio

III.                              Section 7.14(c) — Senior Leverage Ratio

(3)  In calculating Fixed Charges for the Test Period ending on (a) June 30, 2014, Fixed Charges shall be deemed to be Fixed Charges for the fiscal quarter then ended times four, (b) September 30, 2014, Fixed Charges shall be deemed to be Fixed Charges for the two fiscal quarters then ended times two, and (c) December 31, 2014, Fixed Charges shall be deemed to be Fixed Charges for the three fiscal quarters then ended times 4/3.

Form of Compliance Certificate

C-5

For the Quarter/Year ended                    (“Statement Date”)

SCHEDULE 2
to the Compliance Certificate
($ in 000’s)

Consolidated EBITDA
(in accordance with the definition of Consolidated EBITDA
as set forth in the Agreement)

Form of Compliance Certificate

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Form of Compliance Certificate

C-7

Form of Compliance Certificate

C-8

EXHIBIT D

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each](1) Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each](2) Assignee identified in item 2 below ([the][each, an] “Assignee”).  [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees](3) hereunder are several and not joint.](4)  Capitalized terms used but not defined herein shall have the meanings given to them in the Amended and Restated Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee.  The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including, without limitation, the Letters of Credit and the Swingline Loans included in such facilities(5)) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims

(1)  For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language.  If the assignment is from multiple Assignors, choose the second bracketed language.

(2)  For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language.  If the assignment is to multiple Assignees, choose the second bracketed language.

(3)  Select as appropriate.

(4)  Include bracketed language if there are either multiple Assignors or multiple Assignees.

(5)  Include all applicable subfacilities.

Form of Assignment and Assumption

D-1

and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”).  Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.

[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]

3.                                      Borrowers:            Advanced Forming Technology, Inc., a Colorado corporation, Arc Wireless, Inc., a Delaware corporation, Flomet LLC, a Delaware limited liability company, General Flange & Forge LLC, a Delaware limited liability company, Tekna Seal LLC, a Florida limited liability company, 3D Material Technologies, LLC, a Delaware limited liability company and Quadrant Metals Technologies LLC, a Delaware limited liability company.

4.                                      Administrative Agent: Citizens Bank, N.A. (formerly known as RBS Citizens, N.A.), as the administrative agent under the Credit Agreement

5.                                      Credit Agreement:               Amended and Restated Credit Agreement, dated as of November [  ], 2014, among the Borrowers, ARC Group Worldwide, Inc., as the Parent, the Lenders from time to time party thereto, and Citizens Bank, N.A. (formerly known as RBS Citizens, N.A.), as Administrative Agent, Collateral Agent, Issuing Bank, and Swingline Lender

Form of Assignment and Assumption

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6.             Assigned Interest[s]:

[7.           Trade Date:                            ](11)

Effective Date:                   , 20   [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

(6)  List each Assignor, as appropriate.

(7)  List each Assignee, as appropriate.

(8)  Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment”, “Term Loan Commitment”, “Delayed Draw Term Loan Commitment”, etc.).

(9)  Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

(10)  Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

(11)  To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.

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(12)  To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

(13)  To be added only if the consent of the Parent, Borrower(s) and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement.

Form of Assignment and Assumption

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ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

ARC GROUP WORLDWIDE, INC.

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1.         Representations and Warranties.

1.1.     Assignor.  [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrowers, any of their Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrowers, any of their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2.     Assignee.  [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.07(b)(iii) and (v) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.07(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it

Form of Assignment and Assumption

D-5

shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2.         Payments.  From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date.

3.         General Provisions.  This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.  This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument.  Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption.  This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

Form of Assignment and Assumption

D-6

EXHIBIT E

FORM OF GUARANTEE AND COLLATERAL AGREEMENT

[See attached.]

Form of Guarantee and Collateral Agreement

E-1

Execution Version

GUARANTEE AND COLLATERAL AGREEMENT

made by

ARC GROUP WORLDWIDE, INC.,
as the Parent

and

ADVANCED FORMING TECHNOLOGY, INC.,
ARC WIRELESS, INC.,
FLOMET LLC,
GENERAL FLANGE & FORGE LLC,
TEKNA SEAL LLC, and
3D MATERIAL TECHNOLOGIES, LLC

and

their respective Subsidiaries

in favor of

RBS CITIZENS, N.A.,

as Administrative Agent

and Collateral Agent

Dated as of April 7, 2014

TABLE OF CONTENTS

Schedules

1                                         Notice Addresses of Guarantors

2                                         Description of Investment Property

3                                         Filings and Other Actions Required to Perfect Security Interests

4                                         Jurisdiction of Organization, etc.

5                                         Locations of Inventory and Equipment

6                                         Deposit Accounts, Securities Accounts and Commodity Accounts

7                                         Receivables Due from Governmental Authorities

8                                         Copyrights; Patents; Trademarks

9                                         Commercial Tort Claims

Exhibits

A                                       Form of Copyright Security Agreement

B                                       Form of Patent Security Agreement

C                                       Form of Trademark Security Agreement

Annex 1 - Form of Guarantee and Collateral Agreement Supplement

ii

GUARANTEE AND COLLATERAL AGREEMENT

GUARANTEE AND COLLATERAL AGREEMENT, dated as of April 7, 2014, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of RBS CITIZENS, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (together, for purposes of this Agreement, the “Lenders”) from time to time parties to the Credit Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among ARC GROUP WORLDWIDE, INC., a Utah corporation (the “Parent”), ADVANCED FORMING TECHNOLOGY, INC., a Colorado corporation (“AFT”), ARC WIRELESS, INC., a Delaware corporation (“Wireless”), FLOMET LLC, a Delaware limited liability company (“Flomet”), GENERAL FLANGE & FORGE LLC, a Delaware limited liability company (“General Flange”), TEKNA SEAL LLC, a Florida limited liability company (“TeknaSeal”), 3D MATERIAL TECHNOLOGIES, LLC, a Delaware limited liability company (“3D Material” and together with AFT, Wireless, Flomet, General Flange and TeknaSeal, each a “Borrower” and, collectively the “Borrowers”), the Lenders and the Administrative Agent and as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement).

WITNESSETH:

WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make extensions of credit to the Borrowers upon the terms and subject to the conditions set forth therein;

WHEREAS, the Borrowers and the Parent are members of an affiliated group of companies that includes each other Grantor;

WHEREAS, the proceeds of the extensions of credit under the Credit Agreement will be used in part to enable the Borrowers to make valuable transfers to one or more of the other Grantors in connection with the operation of their respective businesses;

WHEREAS, the Borrowers and the other Grantors are engaged in related businesses, and each Grantor will derive substantial direct and indirect benefit from the making of the extensions of credit under the Credit Agreement; and

WHEREAS, it is a condition precedent to the obligation of the Lenders to make their respective extensions of credit to the Borrowers under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to the Administrative Agent for the ratable benefit of the Lenders.

NOW, THEREFORE, in consideration of the premises and to induce the Agents and the Lenders to enter into the Credit Agreement and to induce the Lenders to make and maintain their respective extensions of credit to the Borrowers thereunder and to enter into or provide (or for their Affiliates to enter into or provide) Secured Hedge Agreements and Cash Management Services to the Borrowers and other Loan Parties, each Grantor hereby agrees with the Administrative Agent, for the ratable benefit of the Secured Parties, as follows:

SECTION 1. DEFINED TERMS

1.1                               Definitions. (a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement, and the following terms are used herein as defined in the New York UCC: Accounts, Certificated Security, Chattel Paper, Commercial Tort Claims, Commodity Account, Commodity Contract, Commodity Intermediary, Documents, Electronic Chattel Paper, Entitlement Order, Equipment, Farm Products, Financial Asset, Fixtures, General Intangibles, Goods, Instruments (as defined in Article 9 of the New York UCC),

Inventory, Letter-of-Credit Rights, Letters of Credit, Money, Payment Intangibles, Records, Registered Organization, Securities Account, Security, Security Entitlement, Supporting Obligations and Tangible Chattel Paper.

(b)                                 The following terms shall have the following meanings:

“Agreement” means this Guarantee and Collateral Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

“Borrower Obligations” means, with respect to each Borrower, all Obligations of such Borrower.

“Cash Collateral Account” shall mean any account established and maintained in accordance with the provisions of Section 2.13 or 8.02 of the Credit Agreement and all property from time to time on deposit in such Cash Collateral Account.

“Collateral” has the meaning specified in Section 3.

“Collateral Account” means any collateral account established by the Administrative Agent as provided in Section 6.1 or 6.4.

“Commodity Account Control Agreement” shall mean a control agreement in a form that is reasonably satisfactory to the Administrative Agent establishing the Administrative Agent’s Control with respect to any Commodity Account.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Contracts” shall mean, with respect to each Grantor, all sale, service, performance, equipment or property lease contracts, agreements and grants and all other contracts, agreements or grants (in each case, whether written or oral, or third party or intercompany), between such Grantor and any third party, and all assignments, amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof.

“Control” shall mean (i) in the case of each Deposit Account, “control,” as such term is defined in Section 9-104 of the UCC, (ii) in the case of any Security, Securities Account or Security Entitlement, “control,” as such term is defined in Section 8-106 or 8-501 of the UCC, and (iii) in the case of any Commodity Contract, “control,” as such term is defined in Section 9-106 of the UCC.

“Control Agreements” shall mean a Deposit Account Control Agreement, a Securities Account Control Agreement or a Commodity Account Control Agreement, or any other agreement having substantially the same effect as the foregoing (insofar as they are intended to confer Control over the subject property upon the Administrative Agent) and reasonably acceptable to the Administrative Agent.

“Copyrights” means (i) all copyrights arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished (including, without limitation, those registered copyrights listed in Schedule 8), all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, all registrations, recordings and applications in the United States Copyright Office, and (ii) the right to obtain all renewals thereof.

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“Copyright Licenses” means any written agreement naming any Grantor as licensor or licensee, granting any right under any Copyright, including, without limitation, the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright.

“Copyright Security Agreement” means a copyright security agreement executed by a Grantor in favor of the Administrative Agent, substantially in the form of Exhibit A.

“Deposit Account” has the meaning specified in the Uniform Commercial Code of any applicable jurisdiction and in any event, including, without limitation, any demand, time, savings, passbook or like account maintained with a depositary institution.

“Deposit Account Control Agreement” shall mean an agreement, in form and substance reasonably satisfactory to the Administrative Agent, establishing the Administrative Agent’s Control with respect to any Deposit Account.

“Excluded Property” means, with respect to a Grantor, (a) “intent-to-use” Trademark applications, in each case until such time as such Grantor files a statement of use with respect to such Trademark applications, (b) more than 65% of Foreign Subsidiary Voting Stock, (c) Vehicles, and (d) any permit or license issued by a Governmental Authority to any Grantor or any agreement, contract or lease to which any Grantor is a party, in each case, only to the extent and for so long as the terms of such permit, license, agreement, contract or lease or any applicable requirement of Law applicable thereto validly and effectively prohibit the creation by such Grantor of a security interest in such permit, license or agreement in favor of the Administrative Agent (after giving effect to Sections 9-406(d), 9-407(a), 9-408(a) or 9-409 of the UCC (or any successor provision or provisions) or any other applicable law (including the Bankruptcy Code) or principles of equity); and (e) any payroll or benefits account so long as such payroll account is a zero balance account, and any withholding tax or fiduciary account; provided, however, that (x) Excluded Property shall not include any Proceeds of any property described in clause (a), (b), (c), (d), or (e) and (y) any such property that at any time ceases to satisfy the criteria for Excluded Property (whether as a result of the applicable Grantor obtaining any necessary consent, any change in Law, or otherwise), shall no longer be Excluded Property.

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant by such Guarantor of a Lien to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act (or the application or official interpretation thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 2.8 hereof and any other “keepwell, support or other agreement for the benefit of such Guarantor and any and all guarantees of such Guarantor’s Swap Obligations by other Loan Parties) at the time the Guaranty of such Guarantor, or grant by such Guarantor of a Lien, becomes effective with respect to such Swap Obligation.  If a Swap Obligation arises under a Master Agreement governing more than one Swap Contract, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swap Contracts for which such Guaranty or Lien is or becomes excluded in accordance with the first sentence of this definition.

“Foreign Subsidiary Voting Stock” means the voting Equity Interests of any Foreign Subsidiary.

“Guarantee and Collateral Agreement Supplement” means a supplement hereto substantially in the form of Annex I hereto.

“Guarantor Obligations” means, with respect to any Guarantor, all of such Guarantor’s Obligations under Section 2; provided that “Guarantor Obligations” shall exclude any Excluded Swap Obligation.

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“Guarantors” means (i) all Grantors other than the Borrowers, (ii) with respect to the Borrower Obligations of each Borrower, each other Borrower and (iii) with respect solely to any Swap Obligation of a Specified Loan Party (determined before giving effect to the provisos in the definitions of Borrower Obligations and Guarantor Obligations and to Section 2.8) under this Agreement, each Grantor other than a Specified Loan Party.

“Intellectual Property” means all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, the Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks and the Trademark Licenses, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“Intellectual Property Security Agreement” means any Patent Security Agreement, Trademark Security Agreement or Copyright Security Agreement.

“Intercompany Note” means any promissory note evidencing loans made by any Grantor to any other Grantor or any other Loan Party.

“Investment Property” means (i) all “investment property” as such term is defined in Section 9-102(a)(49) of the New York UCC (other than to the extent constituting Excluded Property), and (ii) whether or not constituting “investment property” as so defined, all Pledged Notes and all Pledged Equity (other than to the extent constituting Excluded Property).

“Issuers” means all issuers of any Investment Property.

“New York UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York.

“Obligations” means (i) in the case of each Borrower, its Borrower Obligations, and

(ii) in the case of each Guarantor, its Guarantor Obligations.

“Patents” means (i) all letters patent of the United States, any other country or any political subdivision thereof, all reissues and extensions thereof and all goodwill associated therewith, including, without limitation, any of the foregoing referred to on Schedule 8, (ii) all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof, including, without limitation, any of the foregoing referred to on Schedule 8, and (iii) all rights to obtain any reissues or extensions of the foregoing.

“Patent License” means all agreements, whether written or oral, providing for the grant by or to any Grantor of any right to manufacture, use or sell any invention covered in whole or in part by a Patent.

“Patent Security Agreement” means a patent security agreement executed by a Grantor in favor of the Administrative Agent, substantially in the form of Exhibit B.

“Pledged Equity” means the shares of Equity Interests listed on Schedule 2, together with any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Equity Interests of any Person that may be issued or granted to, or held by, any Grantor while this Agreement is in effect other than to the extent constituting Excluded Property.

“Pledged Notes” means all promissory notes listed on Schedule 2, all Intercompany Notes at any time issued to any Grantor and all other promissory notes issued to or held by any Grantor

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(other than (a) promissory notes issued in connection with extensions of trade credit by any Grantor in the ordinary course of business and (b) any individual promissory note which is less than $10,000 in principal amount, up to an aggregate of $50,000 for all such promissory notes excluded under this clause (b)).

“Proceeds” means all “proceeds” as such term is defined in Section 9-102(a)(64) of the New York UCC and, in any event, shall include, without limitation, all dividends or other income from the Investment Property, collections thereon or distributions or payments with respect thereto.

“Qualified ECP Guarantor” means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Receivable” means any right to payment for goods sold or leased or for services rendered, whether or not such right is evidenced by an Instrument or Chattel Paper and whether or not it has been earned by performance (including, without limitation, any Account).

“Reimbursement Obligation” means the obligation of each Borrower to reimburse the Issuing Bank for amounts drawn under Letters of Credit.

“Securities Account Control Agreement” shall mean an agreement, in form and substance reasonably satisfactory to the Administrative Agent, establishing the Administrative Agent’s Control with respect to any Securities Account.