30,000,000 REVOLVING CREDIT FACILITY $30,000,000 TERM LOAN CREDIT AGREEMENT by and among II-VI INCORPORATED And THE GUARANTORS PARTY HERETO and THE BANKS PARTY HERETO and PNC BANK, NATIONAL ASSOCIATION, As Agent Dated as of December 10, 2004Credit Agreement • December 14th, 2004 • Ii-Vi Inc • Optical instruments & lenses • Pennsylvania
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”).
AGREEMENT AND PLAN OF MERGER by and among II-VI INCORPORATED and II-VI ACQUISITION CO. and MARLOW INDUSTRIES, INC. and its SHAREHOLDERSMerger Agreement • December 14th, 2004 • Ii-Vi Inc • Optical instruments & lenses • Pennsylvania
MARLOW INDUSTRIES, INC., a Texas corporation (“Marlow”), and RAYMOND MARLOW, ELIZABETH MARLOW, THE MARLOW CO., LTD., a Texas limited partnership, MARSHALL J. DOKE, JR., JOHN L. and DEBRA NELSON, DAVID R. and JUDY M. MARLOW, ROBERT D. PECK, GEORGE E. WARE, FRANCES A. MATTINGLY, WILLIAM L. KOLANDER, DWAYNE FRIESEN, JAMES L. and BETTY MATTHEWS, CHRISTIAN H. WITZKE III, JAMES L. BIERSCHENK, MICHAEL D. GILLEY, PAMELA J. JENNETT, DWIGHT A. JOHNSON, HYLAN B. LYON, JR., LEONARD J. RECINE, PETER B. TOWNSEND, BARRY E. NICKERSON, JEFFREY W. SHARP and STANLEY W. THOMAS (collectively, the “Shareholders”) (Marlow and the Shareholders are hereinafter sometimes referred to collectively as the “Sellers”).
