THIRD AMENDMENT dated as of February 13, 1998 (this "Third
Amendment"), to the Credit Agreement referred to below among OAK INDUSTRIES
INC., a Delaware corporation (the "Borrower"), the lenders party hereto and
THE CHASE MANHATTAN BANK, a New York banking corporation, as administrative
agent for the Lenders (in such capacity, the "Administrative Agent").
A. The parties hereto have entered into a Credit Agreement dated as
of November 1, 1996 (as amended, the "Credit Agreement").
B. The Borrower has requested that certain terms of the Credit
Agreement be amended to the extent necessary to allow the Borrower to issue
certain subordinated notes, and the Required Lenders are willing, on the
terms and subject to the conditions set forth below, to agree to amend the
Credit Agreement as provided herein.
C. Capitalized terms used and not otherwise defined herein shall
have the meanings assigned to them in the Credit Agreement.
In consideration of the premises and the agreements, provisions and
covenants herein contained, the parties hereto hereby agree, on the terms
and subject to the conditions set forth herein, as follows:
SECTION 1. Amendment of Article I. (a) Article I of the Credit
Agreement is hereby amended by inserting therein the following definitions
in the proper alphabetical order:
"Third Amendment Effective Date" shall mean the date on which all
conditions to effectiveness set forth in Section 3 of the Third Amendment
dated as of February 13, 1998 to the Credit Agreement have been satisfied.
(b) The definition of "Subordinated Notes" in Article I of the Credit
Agreement is hereby restated in its entirety as follows:
"Subordinated Notes" shall mean up to $110 million in aggregate
principal amount of subordinated notes (and up to an additional $16.5
million of such subordinated notes issued in connection with the exercise
by the Underwriters of an over-allotment option) issued by the Borrower and
subordinated in right of payment to the Obligations pursuant to
documentation containing interest rates, payment terms, maturities,
amortization schedules, covenants, defaults, remedies, subordination
provisions, overallocation provisions and other material terms in form and
substance satisfactory to the Required Lenders and the Administrative
Agent.
SECTION 2. Representations and Warranties. The Borrower represents
and warrants to each of the Lenders and the Administrative Agent that:
(i) Before and after giving effect to this Third Amendment, the
representations and warranties set forth in Article III of the Credit
Agreement are true and correct in all material respects with the same
effect as if made on the date hereof, except to the extent such
representations and warranties expressly relate to an earlier date.
(ii) Before and after giving effect to this Third Amendment, no
Event of Default or Default has occurred and is continuing.
SECTION 3. Conditions to Effectiveness. This Third Amendment shall
become effective upon the Third Amendment Effective Date when the
Administrative Agent shall have received counterparts of this Third
Amendment that, when taken together, bear the signatures of the Borrower,
the Guarantors and the Required Lenders.
SECTION 4. Receipt of Documents; Consent to Terms of Subordinated
Notes. Each of the Administrative Agent and each Lender (a) acknowledges
receipt of (i) the draft dated 2/10/98 of the Indenture relating to
$100,000,000 of the Borrower's Convertible Subordinated Notes and (ii) the
draft dated 2/10/98 of the offering memorandum relating to such
Subordinated Notes and (b) consents to the terms of such Subordinated
Notes; provided; that the final terms of the Subordinated Notes are
consistent in all material respects with the terms set forth in such
drafts..
SECTION 5. Credit Agreement. Except as specifically stated herein,
the provisions of the Credit Agreement are and shall remain in full force
and effect.
SECTION 6. Applicable Law. THIS THIRD AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 7. Counterparts. This Third Amendment may be executed in
two or more counterparts, each of which shall constitute an original but
all of which when taken together shall constitute but one contract.
SECTION 8. Expenses. The Borrower agrees to reimburse the
Administrative Agent for its out-of-pocket expenses in connection with this
Third Amendment, including the reasonable fees, charges and disbursements
of Cravath, Swaine and Xxxxx, counsel for the Administrative Agent.
IN WITNESS WHEREOF, the parties hereto have caused this Third
Amendment to be duly executed by their respective authorized officers as of
the day and year first written above.
OAK INDUSTRIES INC.,
by
____________________________
Name:
Title:
THE CHASE MANHATTAN BANK, individually and as
Administrative Agent,
by
____________________________
Name:
Title:
ABN AMRO BANK N.V., Boston Branch,
by: ABN AMRO North America, Inc., as Agent
by
____________________________
Name:
Title:
by
____________________________
Name:
Title:
NATIONSBANK OF TEXAS, N.A.,
by
____________________________
Name:
Title:
LTCB TRUST CO.,
by
____________________________
Name:
Title:
THE XXXXX XXXX XX XXXXXXXX XXX - XXX XXXX
by
____________________________
Name:
Title:
THE FIRST NATIONAL BANK OF BOSTON,
by
____________________________
Name:
Title:
BHF-BANK AG,
by
____________________________
Name:
Title:
by
____________________________
Name:
Title:
MELLON BANK, N.A.,
by
____________________________
Name:
Title:
FIRST UNION NATIONAL BANK OF NORTH CAROLINA,
by
____________________________
Name:
Title:
FLEET NATIONAL BANK,
by
____________________________
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH,
by
____________________________
Name:
Title:
