SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT made this 19th day of March, 2004 (the
"Second Amendment"), is made by and among II-VI INCORPORATED, a
Pennsylvania corporation (the "Borrower"), each of the Guarantors
(as defined below), the Lenders (as defined below), and PNC BANK,
NATIONAL ASSOCIATION, as a Lender ("PNC"), Swing Loan Lender, Issuing
Bank and Agent (the "Agent") for the Lenders under this Agreement.
WHEREAS, the Borrower, the Guarantors (as original parties or by
joinder), and the Lenders (as original parties or by assignment) and
the Agent are parties to a Credit Agreement dated as of August 14,
2000, as amended by the First Amendment to Credit Agreement dated as
of June 28, 2002 (as so amended, the "Credit Agreement"); and
WHEREAS, the parties hereto wish to amend the Credit Agreement as
provided herein.
NOW, THEREFORE, in consideration of the premises and covenants
contained herein and intending to be legally bound hereby, the
Borrower, the Guarantors, the Administrative Agent and the Required
Lenders agree as follows:
1. Definitions. Except as set forth herein, capitalized terms used
herein but not defined or amended herein shall have the meanings set
forth in the Credit Agreement.
2. Additional Definitions. Section 1.1 of the Credit Agreement is
hereby amended to add the following definitions in the appropriate
alphabetic location:
"Consolidated Debt Service" shall mean, for any person,
Consolidated Fixed Charges less capital expenditures for such
period, as determined in accordance with GAAP.
"Consolidated Debt Service Coverage Ratio" shall mean
the ratio of Consolidated EBITDA to Consolidated Debt Service.
3. Amendment to Definitions. The definition of "Consolidated
Fixed Charges" set forth in Section 1.1 of the Credit Agreement is
hereby amended and restated as follows:
"Consolidated Fixed Charges" shall mean, for any
person, the sum of interest expense, cash taxes, scheduled
principal amounts on long-term debt, scheduled payments under
capital leases, capital expenditures and dividends of any Person
for such period as determined in accordance with GAAP.
4. Amendment to Section 8.2.14. Section 8.2.14 of the Credit
Agreement is hereby amended and restated as follows:
8.2.14 Minimum Consolidated Debt Service Coverage Ratio.
The Loan Parties shall not permit the Consolidated Debt
Service Coverage Ratio, calculated as of the end of each fiscal
quarter for the previous four fiscal quarters, to be less than the
ratio set forth below for the periods set forth below:
Periods Ratio
------- -----
From and after March 31, 2004 2.00:1.00
5. Representations and Warranties. The Loan Parties, jointly and
severally hereby represent and warrant to the Agent and each of the
Lenders as follows:
(a) all representations, warranties and covenants made by the
Loan Parties to the Agent and the Lenders that are contained in the
Loan Documents (after giving effect to any revised Schedules
attached hereto) are true and correct in all material respects on
and as of the date hereof with the same effect as though such
representations, warranties and covenants had been made on
and as of the date hereof;
(b) to the Loan Parties' knowledge, no event or condition has
occurred or exists which, with the giving of notice or the passage
of time, or both, would constitute an Event of Default under any of
the Loan Documents; and
(c) the execution and delivery of this Amendment and the
consummation of the transactions contemplated hereby and by any
other documents executed by the Loan Parties required to be
delivered to the Agent and the Lenders in connection with this
Amendment have been duly and validly authorized by each Loan Party
and all such documents together constitute the legal, valid and
binding agreement of each Loan Party, enforceable against each
Loan Party in accordance with their respective terms, except to the
extent that enforceability of any of such documents may be limited
by bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting the enforceability of creditors' rights
generally or general equitable principles.
6. Effectiveness. This Second Amendment and the amendment to
the Credit Agreement effected hereby shall become effective
upon the delivery to the Agent of:
(a) a copy of this Second Amendment, executed by each Loan
Party; and
(b) the Borrower shall have paid or caused to be paid to the
Administrative Agent all accrued fees and expenses (including the
fees and expenses of Xxxxxxxxxxx & Xxxxxxxx LLP) of the Agent and
the Lenders in connection with this Second Amendment.
7. Counterparts. This Second Amendment may be executed in one
or more counterparts by any party hereto in separate counterparts,
each of which when so executed and delivered to the other party
shall be deemed an original. All such counterparts together shall
constitute one and the same instrument.
8. Waivers. This Second Amendment shall not, except as expressly
set forth above, serve to waive, supplement or amend the Credit
Agreement, which Credit Agreement shall remain in full force and
effect as amended hereby.
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Second Amendment as of the date and year first above written.
WITNESS: II-VI INCORPORATED
/s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
Title: President
[Seal]
WITNESS: II-VI DELAWARE, INC.
/s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
Title: President
[Seal]
WITNESS: VLOC INCORPORATED
/s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
Title: Vice-President
[Seal]
WITNESS: EXOTIC ELECTRO-OPTICS, INC.
/s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxxxx
Title: Vice-President
[Seal]
WITNESS: II-VI WIDE BAND GAP, INC.
/s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
Title: President
[Seal]
WITNESS: PNC BANK, NATIONAL
ASSOCIATION, individually and as
Agent
/s/ Xxxxxx Xxxxxx By: /s/ Xxxxxx Xxxxx
Title: Vice President
[Seal]
WITNESS: WACHOVIA BANK, NATIONAL
ASSOCIATION, as a Lender
/s/ Xxxxxxxxx Xxxxx By: /s/ Xxxxxxx Xxxxxxxx
Title: Vice President
[Seal]
WITNESS: MANUFACTURERS AND
TRADERS TRUST COMPANY, as
a Lender
/s/ Xxxxxx Xxxxx By: /s/ Xxxxxxxxxxx Xxxxx
Title: Vice President
[Seal]
WITNESS: NATIONAL CITY BANK OF
PENNSYLVANIA, as a Lender
/s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxxxxx Xxxxxxxxxxxx
Title: Assistant Vice President
[Seal]
