Law
110
11.11.2
SUBMISSION TO JURISDICTION
110
11.11.3
WAIVER OF VENUE
111
11.11.4
SERVICE OF PROCESS
111
11.11.5
WAIVER OF JURY TRIAL
111
11.12
USA Patriot Act Notice
111
11.13
Acknowledgment and Consent to Bail-In of EEA Financial Institutions
112
11.14
Joinder of Guarantors
112
11.15
Amendment and Restatement
112
(vi)
LIST OF SCHEDULES AND EXHIBITS
SCHEDULES
SCHEDULE 1.1(A)
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PRICING GRID
SCHEDULE 1.1(B)
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COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES
SCHEDULE 1.1(I)
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IMMATERIAL DOMESTIC SUBSIDIARIES
SCHEDULE 1.1(P)
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PERMITTED LIENS
SCHEDULE 2.8.1
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OUTSTANDING LETTERS OF CREDIT
SCHEDULE 6.1.3
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SUBSIDIARIES
SCHEDULE 6.1.16
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INSURANCE
SCHEDULE 6.1.20
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ERISA MATTERS
SCHEDULE 6.1.21
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ENVIRONMENTAL DISCLOSURES
SCHEDULE 8.2.1
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PERMITTED INDEBTEDNESS
SCHEDULE 8.2.4
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EXISTING LOANS AND INVESTMENTS
SCHEDULE 8.2.9
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EXISTING INVESTMENTS IN PERMITTED JOINT VENTURES
EXHIBITS
EXHIBIT 1.1(A)
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ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(G)(1)
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GUARANTOR JOINDER
EXHIBIT 1.1(G)(2)
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GUARANTY AGREEMENT
EXHIBIT 1.1(I)
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INTERCOMPANY SUBORDINATION AGREEMENT
EXHIBIT 1.1(N)(1)
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REVOLVING CREDIT NOTE
EXHIBIT 1.1(N)(2)
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SWING LOAN NOTE
EXHIBIT 1.1(N)(3)
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TERM LOAN NOTE
EXHIBIT 2.4.1
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LOAN REQUEST
EXHIBIT 2.4.2
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SWING LOAN REQUEST
EXHIBIT 2.10
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LENDER JOINDER
EXHIBIT 5.8.7(A)
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U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not
Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT 5.8.7 (B)
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U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not
Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT 5.8.7 (C)
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U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are
Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT 5.8.7 (D)
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U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are
Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT 8.2.6
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ACQUISITION COMPLIANCE CERTIFICATE
EXHIBIT 8.3.3
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QUARTERLY COMPLIANCE CERTIFICATE
(vii)
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended,
modified, supplemented or restated, the "Agreement") is dated as of July 28,
2016 and is made by and among II-VI INCORPORATED, a Pennsylvania corporation
(the "Borrower"), each of the GUARANTORS (as hereinafter defined), the LENDERS
(as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as
administrative agent for the Lenders under this Agreement (hereinafter referred
to in such capacity as the "Administrative Agent").
The Borrower has requested the Lenders to provide (i) a revolving credit
facility to the Borrower in an aggregate principal amount not to exceed
$325,000,000, subject to increase as set forth in Section 2.10 [Increase in
Revolving Credit Commitments] hereof, and (ii) a term loan facility in an
aggregate principal amount of $100,000,000. In consideration of their mutual
covenants and agreements hereinafter set forth and intending to be legally bound
hereby, the parties hereto covenant and agree as follows:
1. CERTAIN DEFINITIONS
1.1 Certain Definitions. In addition to words and terms defined elsewhere in
this Agreement, the following words and terms shall have the following meanings,
respectively, unless the context hereof clearly requires otherwise:
Acquisition Compliance Certificate shall have the meaning specified in
Section 8.2.6 [Liquidations, Mergers, Consolidations, Acquisitions].
Acquisition Period shall mean the period, at