CONFORMED COPY
AMENDMENT NO.1 dated as of December 13, 1996 (this "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 (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 to Section 6.06(a). Section 6.06(a) of the Credit
Agreement is amended and restated in its entirety as follows:
SECTION 6.06. Dividends and Distributions; Restrictions on Ability of
Subsidiaries to Pay Dividends. (a) Declare or pay, directly or
indirectly, any dividend or make any other distribution (by reduction of
capital or otherwise), whether in cash, property, securities or a
combination thereof, with respect to any shares of its Capital Stock or
directly or indirectly redeem, purchase, retire or otherwise acquire for
value (or permit any Subsidiary to purchase or acquire) any shares of any
class of its Capital Stock or set aside any amount for any such purpose;
provided, however, that (i) any Subsidiary may declare and pay dividends or
make other pro rata distributions to the Borrower, (ii) the Borrower and
the applicable Subsidiaries may complete the Connector Purchase and the
Xxxxxxx Purchase, (iii) prior to the completion of the Xxxxxxx Purchase,
Xxxxxxx may declare and pay dividends and make other distributions with
respect to its Capital Stock to Xxxxxxx Management, (iv) the Borrower may
repurchase its common stock for aggregate consideration not in excess of
$50,000,000 for all such purchases after the date of this amended
Agreement; provided that the average purchase price per share of
repurchased common stock shall not exceed $25 and (v) if at the time
thereof and immediately after giving effect thereto no Default or Event of
Default shall have occurred and be continuing, the Borrower may repurchase
stock or options from former officers and former employees (or their legal
representatives) in the ordinary course of business in accordance with any
duly instituted stock option plan.
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 Amendment, the
representations and warranties set forth in Section 3 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 Amendment, no Event of
Default or Default has occurred and is continuing.
SECTION 3. Condition to Effectiveness. This Amendment shall become
effective upon the date when the Agent shall have received counterparts of
this Amendment that, when taken together, bear the signatures of the
Borrower and the Required Lenders.
SECTION 4. Credit Agreement. Except as specifically stated herein, the
provisions of the Credit Agreement are and shall remain in full force and
effect.
SECTION 5. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. Counterparts. This 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 7. Expenses. The Borrower agrees to reimburse the
Administrative Agent for its out-of-pocket expenses in connection with this
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 Amendment to be
duly executed by their respective authorized officers as of the day and
year first written above.
OAK INDUSTRIES INC.,
by
/s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
THE CHASE MANHATTAN BANK,
individually and as Agent,
by
/s/ Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Title: Vice President
ABN AMRO BANK N.V., Boston Branch,
by: ABN AMRO North America, Inc.,
as Agent
by
/s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
by
/s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Vice President
NATIONSBANK OF TEXAS, N.A.,
by
/s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
LTCB TRUST CO.,
by
/s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Senior Vice President
THE ROYAL BANK OF SCOTLAND PLC -
NEW YORK BRANCH,
by
/s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Vice President and Deputy
Manager
THE FIRST NATIONAL BANK OF BOSTON,
by
/s/ Xxxxxxxxxxx Xxxxxxx
Name: Xxxxxxxxxxx Xxxxxxx
Title:
BHF-BANK AG,
by
/s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: Senior Vice President
by
/s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Vice President
MELLON BANK, N.A.,
by
/s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Relationship Officer
FIRST UNION NATIONAL BANK OF
NORTH CAROLINA,
by
/s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Vice President
FLEET NATIONAL BANK,
by
/s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Vice President
