OAK INDUSTRIES INC.
and
STATE STREET BANK AND TRUST COMPANY,
Trustee
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First Supplemental Indenture
Dated as of January 28, 2000
to Indenture
Dated as of February 25, 1998
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4 7/8% Convertible Subordinated Notes due 2008
This FIRST SUPPLEMENTAL INDENTURE dated as of January 28, 2000 is among
OAK INDUSTRIES INC., a Delaware corporation (the "Company"), CORNING
INCORPORATED, a New York Corporation ("Corning") and STATE STREET BANK AND
TRUST COMPANY, a Massachusetts trust company, as trustee under the
Indenture referred to below (the "Trustee"). All capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in the
Indenture dated as of February 25, 1998 (the "Indenture") with respect to
the 4 7/8% Convertible Subordinated Notes due 2008 of the Company (the
"Notes").
WHEREAS, the Company and the Trustee have heretofore duly executed and
delivered the Indenture;
WHEREAS, Section 9.1 of the Indenture provides that the Company, when
authorized by resolutions of its Board of Directors, and the Trustee may,
without the consent of the holders of any of the Notes, from time to time
and at any time enter into an indenture or indentures supplemental to the
Indenture for the purpose of (i) making provision with respect to the
conversion rights of the holders of the Notes pursuant to the requirements
of Section 13.6 of the Indenture; or (ii) evidencing the succession of
another Person to the Company and the assumption by any such successor of
the obligations of the Company in the Indenture and in the Securities in
accordance with Article V of the Indenture;
WHEREAS, pursuant to the Agreement and Plan of Merger dated as of
November 13, 1999 by and among Corning, Riesling Acquisition Corporation, a
wholly owned subsidiary of Corning ("Purchaser"), and the Company, a merger
of Purchaser with and into the Company (the "Merger") was effected today,
pursuant to which each share of the Company's Common Stock, $0.01 par
value, has been converted into the right to receive 0.83 shares of common
stock, $0.50 par value per share of Corning;
WHEREAS, the Board of Directors of the Company and the Board of
Directors of Corning have each authorized the execution of this First
Supplemental Indenture and the delivery hereof to the Trustee for the
purpose of modifying the Indenture as set forth herein;
WHEREAS, in all other respects all actions have been taken necessary to
make this First Supplemental Indenture the valid, binding and legal
obligation of the Company and Corning in accordance with its terms;
NOW, THEREFORE, in consideration of the premises, and of other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company and Corning hereby covenant and agree with the
Trustee as follows:
SECTION 1. Assumption of Liabilities. Pursuant to Section 5.1 of the
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Indenture, Corning shall assume all obligations of the Company in
connection with the Securities and the Indenture, as supplemented hereby.
SECTION 2. Change of Control. The parties hereto acknowledge and agree
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that the Merger does not constitute a "Change of Control" as defined in
Section 1.1 of the Indenture.
SECTION 3. Modifications.
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(a) Modification of Section 1.1. The definition of "Common
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Stock" in Section 1.1 of the Indenture is hereby amended to read as
follows:
"Common Stock" means the common stock of Corning Incorporated, par value
$0.50 per share, or as such stock may be reconstituted from time to
time.
(b) Modification of Section 13.4. Section 13.4 of the Indenture
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is hereby amended in its entirety to read as follows:
"SECTION 13.4. Conversion Price. The conversion price per
share of Common Stock issuable upon conversion of the Securities
(as such price may be adjusted, herein called the "Conversion
Price") shall initially be $46.57 (which reflects a conversion
rate of 21.47127 shares of Common Stock per $1,000 in principal
amount of Securities).
SECTION 4. The Indenture.
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The First Supplemental Indenture is expressly made supplemental to
and shall form a part of the Indenture and is made subject to all the
conditions, covenants and warranties contained in the Indenture. Nothing
in this First Supplemental Indenture is intended to or shall provide any
rights to any parties other than those expressly contemplated by this First
Supplemental Indenture. Each reference in the Indenture to "this
Indenture", "hereunder", "hereof", and words of like import referring to
the Indenture and each reference in any other transaction document relating
to the Indenture shall mean the Indenture as amended hereby.
SECTION 5. Legend.
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There shall be stamped, overprinted, typed or otherwise noted on Notes
authenticated and delivered after the date hereof the following legend:
"THE INDENTURE GOVERNING THIS NOTE HAS BEEN AMENDED BY A
SUPPLEMENTAL INDENTURE DATED AS OF JANUARY 28, 2000. SUCH
SUPPLEMENTAL INDENTURE REFLECTS A CHANGE IN THE CONVERSION FEATURE
OF THE NOTE. REFERENCE IS MADE TO SUCH SUPPLEMENTAL INDENTURE FOR
A STATEMENT OF THE AMENDED RIGHTS AND OBLIGATIONS OF THE COMPANY
AND HOLDERS OF THE NOTES."
SECTION 6. Trustee.
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The Trustee makes no representations as to the validity or sufficiency
of this Supplemental Indenture or the Indenture as hereby supplemented, or
the due execution hereof by the Company or Corning, or the recitals and
statements contained herein, all of which recitals and statements are made
solely by the Company or Corning, as the case may be.
SECTION 7. Governing Law.
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This First Supplemental Indenture shall be deemed to be a contract made
under the laws of the State of New York and for all purposes shall be
construed in accordance with the laws of the State of New York.
SECTION 8. Counterparts.
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The First Supplemental Indenture may be simultaneously executed in any
number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed as of the day and year first
written above.
OAK INDUSTRIES INC.
By: /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
Senior Vice President,
Corporate Development and
Treasurer
CORNING INCORPORATED
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
Assistant Treasurer
STATE STREET BANK AND TRUST
COMPANY, as Trustee
By: /s/ Xxxxxxx Xxxxx Bella
Xxxxxxx Xxxxx Bella
Assistant Vice President
