SCHEDULE 6.1.13
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CONSENTS AND APPROVALS
SCHEDULE 6.1.18
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AGREEMENTS REGARDING PLEDGED COLLATERAL SCHEDULE 6.1.19
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INSURANCE POLICIES SCHEDULE 6.1.23
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EMPLOYEE BENEFIT PLAN
DISCLOSURES SCHEDULE 6.1.25
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ENVIRONMENTAL DISCLOSURES SCHEDULE 8.2.1
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PERMITTED INDEBTEDNESS 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)(2)
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INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(P)(1)
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PLEDGE AGREEMENT
EXHIBIT 1.1(R)
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REVOLVING CREDIT NOTE EXHIBIT 1.1(S)
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SWING LOAN
NOTE EXHIBIT 1.1(T)
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TERM NOTE EXHIBIT 2.5.1
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REVOLVING LOAN
REQUEST EXHIBIT 2.5.2
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SWING LOAN REQUEST EXHIBIT 7.1.4
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OPINION
OF COUNSEL EXHIBIT 7.1.5
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SOLVENCY CERTIFICATE EXHIBIT 8.2.6
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ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.3
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QUARTERLY COMPLIANCE
CERTIFICATE
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CREDIT AGREEMENT
THIS CREDIT AGREEMENT is dated as of December 10, 2004 and is made by and among
II-VI INCORPORATED, a Pennsylvania corporation (the "Borrower"), each of the
Guarantors (as hereinafter defined), PNC BANK, NATIONAL ASSOCIATION (in such
capacity ("PNC Bank") and the other BANKS (as hereinafter defined), and PNC
BANK, NATIONAL ASSOCIATION, in its capacity as agent for the Banks under this
Agreement (hereinafter referred to in such capacity as the "Agent").
WITNESSETH:
WHEREAS, the Borrower has requested the Banks to provide (i) a revolving credit
facility to the Borrower in an aggregate principal amount not to exceed
$30,000,000 and (ii) a $30,000,000 term loan facility (the "Credit Facilities");
and
WHEREAS, the Credit Facilities shall be used to fund the cash portion of an
acquisition, to refinance existing indebtedness, to pay transaction costs
associated with such acquisition, to pay fees and expenses associated with the
Credit Facilities and for general corporate purposes; and
WHEREAS, the Banks are willing to provide such Credit Facilities upon the terms
and conditions hereinafter set forth;
NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants
and agreements hereinafter set forth and intending to be legally bound hereby,
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 Agreement shall mean the Agreement and Plan of Merger dated as of
December 10, 2004 among II-VI Acquisition Co., a Texas corporation, Borrower,
Marlow Industries, Inc. and the shareholders of Marlow Industries, Inc.
Acquisition of Marlow Industries shall meant the merger of II-VI Acquisition
Co., a wholly owned Subsidiary of the Borrower, with and into Marlow Industries,
Inc., for cash consideration not in excess of $33,000,000 (including fees and
expenses), all under terms and conditions acceptable to the Agent and the Banks.
Acquisition Date shall mean the date on which the Acquisition of Marlow
Industries, pursuant to the Acquisition Agreement, shall be complete.
Affiliate as to any Person shall mean any other Person (i) which directly or
indirectly controls, is controlled by, or is under common control with such
Person, (ii) which beneficially owns or holds 5% or more of any class of