Second Amendment to Second Amended and Restated Letter Agreement for 300,000,000 Japanese Yen Term Loan between PNC Bank and II-VI Japan Incorporated
This amendment updates the definition of 'Credit Agreement' in a prior loan agreement between PNC Bank and II-VI Japan Incorporated for a 300,000,000 Japanese Yen term loan. The amendment clarifies how the term 'Credit Agreement' should be interpreted if the agreement is terminated or if PNC Bank is no longer a lender. All other terms of the original agreement remain unchanged. II-VI Incorporated, as guarantor, reaffirms its guarantee obligations under the agreement.
Exhibit 10.2
SECOND AMENDMENT TO SECOND AMENDED
AND RESTATED LETTER AGREEMENT
October 23, 2006
II-VI Japan Incorporated
C/o II-VI Incorporated
375 Saxonburg Boulevard
Saxonburg, PA 16056
Re: 300,000,000 Japanese Yen Term Loan
Gentlemen:
Reference is made to the Second Amended and Restated Letter Agreement dated September 25, 2002, as amended by Amendment to Second Amended and Restated Letter Agreement dated December 10, 2004, (as so amended, the Letter Agreement) between PNC Bank, National Association (the Bank) and II-VI Japan Incorporated (the Borrower).
The Letter Agreement is hereby amended as follows:
1. The definition of Credit Agreement set forth is Schedule 1 to the Letter Agreement is amended and restated as follows:
Credit Agreement shall mean the Credit Agreement dated as of October 23, 2006, among II-VI, the Guarantors party thereto, the Banks party thereto, and PNC Bank, National Association, as Agent, as it may be hereafter amended, restated, modified or supplemented from time to time. In the event that the Credit Agreement is terminated or the Bank is no longer a lender under the Credit Agreement, the term Credit Agreement shall mean the Credit Agreement as it exists immediately prior to (i) such termination or (ii) the date on which the Bank is no longer a Bank under the Credit Agreement.
2. Except as expressly provided herein, the Letter Agreement shall remain in full force and effect.
Witness the due execution hereof:
PNC Bank, National Association | ||
By: | /s/ Troy Brown | |
Title: | Vice President | |
II-VI Japan Incorporated | ||
By: | /s/ Yasuhiro Sakakibara | |
Title: | President |
The undersigned II-VI Incorporated, the Guarantor with respect to and as defined in the above referenced Letter Agreement, hereby affirms its obligation under such Guarantee.
II-VI Incorporated | ||
By: | /s/ Craig A. Creaturo | |
Title: | Chief Financial Officer and Treasurer |