FIFTH AMENDMENT dated as of October 28, 1998
(this "Fifth 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, 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 Section 1.01. Section 1.01 of the Credit
Agreement is hereby amended by adding the following defined terms in their
proper alphabetical order"
"Tele Quarz Acquisition" shall mean the acquisition by Foreign
Subsidiaries of the Borrower of Tele Quarz GmbH, a German company, and
certain related assets."
"Tele Quarz Vehicles" shall mean wholly owned German partnerships and
Oak German Holding GmbH, in any case created to finance the Tele Quarz
Acquisition."
SECTION 2. Amendment of Section 6.01. Clause (i) of Section 6.01 of
the Credit Agreement is hereby amended to read in its entirety as follows:
"(i) Indebtedness of Foreign Subsidiaries (i) to the Borrower, (ii)
to Guarantors or (iii) to the Tele Quarz Vehicles; and".
SECTION 3. Amendment of Section 6.04(g). Section 6.04(g) of the
Credit Agreement is hereby amended to read in its entirety as follows:
" (g) additional investments, loans and advances from the Borrower,
any Guarantor or the Tele Quarz Vehicles to Foreign Subsidiaries in an
aggregate principal amount outstanding at any time not in excess of (i)
$100,000,000 (determined without duplication on a consolidated basis) minus
(ii) the aggregate consideration paid by the Borrower and the Subsidiaries
after the date hereof in connection with Permitted Other Acquisitions that
relate to Foreign Subsidiaries provided that if the proceeds of such
additional investments, loans or advances are used as consideration in
connection with an acquisition permitted under Section 6.05(c), such
additional investments, loans or advances shall not be subtracted pursuant
to this clause (g)(ii);".
SECTION 4. Amendment of Section 6.05(c). The proviso to Section
6.05(c) of the Credit Agreement is hereby amended to read in its entirety
as follows:
" provided, however that the aggregate consideration paid under this
clause (c) after the date hereof for acquisitions of persons or all or a
substantial part of a person's assets that are not Guarantors shall not at
any time exceed (i) $100,000,000 minus (ii) the outstanding principal
amount of investments, loans and advances referred to in Section 6.04(g);
provided that if the proceeds of such additional investments, loans or
advances are used as consideration in connection with an acquisition
permitted under this Section 6.05(c), such additional investments, loans or
advances shall not be subtracted pursuant to this clause (c) (the foregoing
being collectively called "Permitted Other Acquisitions");".
SECTION 5. 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 Fifth 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 Fifth Amendment, no Event
of Default or Default has occurred and is continuing.
SECTION 6. Conditions to Effectiveness. This Fifth Amendment shall
become effective as of that date (the "Amendment Effective Date") when the
Administrative Agent shall have received counterparts of this Fifth
Amendment that, when taken together, bear the signatures of the Borrower
and the Required Lenders.
SECTION 7. Credit Agreement. Except as expressly set forth herein,
this Fifth Amendment shall not by implication or otherwise limit, impair,
constitute a Fifth Amendment of, or otherwise affect the rights and
remedies of the Lenders and the Administrative Agent under the Credit
Agreement, or alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Credit
Agreement, all of which are ratified and affirmed in all respects and shall
continue in full force and effect. This Fifth Amendment shall apply and be
effective only with respect to the provisions of the Credit Agreement
specifically referred to herein.
SECTION 8. Applicable Law. THIS FIFTH AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 9. Counterparts. This Fifth 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. Delivery of an
executed counterpart of a signature page of this Fifth Amendment by
telecopy shall be effective as delivery of a manually executed counterpart
of this Fifth Amendment.
SECTION 10. Expenses. The Borrower agrees to reimburse the
Administrative Agent for its out-of-pocket expenses in connection with this
Fifth 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 Fifth
Amendment to be duly executed by their respective authorized officers as of
the day and year first written above.
OAK INDUSTRIES INC.,
by
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Name:
Title:
THE CHASE MANHATTAN BANK, individually and as
Administrative Agent,
by
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Name:
Title:
ABN AMRO BANK N.V., Boston Branch,
by: ABN AMRO North America, Inc., as Agent
by
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Name:
Title:
by
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Name:
Title:
NATIONSBANK OF TEXAS, N.A.,
by
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Name:
Title:
LTCB TRUST CO.,
by
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Name:
Title:
THE ROYAL BANK OF SCOTLAND PLC - NEW YORK BRANCH,
by
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Name:
Title:
BANKBOSTON, N.A. (f/k/a The First National Bank
of Boston),
by
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Name:
Title:
BHF-BANK AKTIENGESELLSCHAFT,
by
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Name:
Title:
by
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Name:
Title:
MELLON BANK, N.A.,
by
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Name:
Title:
FIRST UNION NATIONAL BANK (f/k/a/ First Union
National Bank of North Carolina),
by
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Name:
Title:
FLEET NATIONAL BANK,
by
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Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH,
by
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Name:
Title:
