TERMINATION AGREEMENT
This Termination Agreement (this "Agreement") dated as of
October 31, 1997 by and between First Source Financial LLP, an
Illinois limited liability partnership ("First Source"), and
Optek
Technology, Inc., a Delaware corporation ("Optek");
WITNESSETH:
WHEREAS, Optek and its then subsidiary Optron, Inc. entered
into a Secured Credit Agreement dated as of July 1, 1988 with
Household Commercial Financial Services, Inc., a Delaware
corporation ("Household"), pursuant to which Household loaned
amounts to Optek to acquire the business of the Optoelectronics
Division of TRW, Inc., which indebtedness was secured by
substantially all of the assets of Optek; and
WHEREAS, to evidence the security granted the parties
entered
into the Collateral Documents (as defined in the Secured Credit
Agreement);
WHEREAS, after several amendments, the Secured Credit
Agreement was amended and restated by Amended and Restated
Secured
Credit Agreement dated as of January 20, 1994 between Optek and
Household; and
WHEREAS, Household subsequently assigned its rights and
obligations under the Amended and Restated Secured Credit
Agreement, as amended, and the Collateral Documents to First
Source
by instruments dated March 28, 1995; and
WHEREAS, Optek has paid in full all amounts borrowed under
the
above described loan documents (the "Loan Documents") and desires
to obtain a release of all remaining obligations under the Loan
Documents, except as set forth herein;
NOW, THEREFORE, in consideration of the release by First
Source of its rights under the Loan Documents, including the
release of all claims it may have or could now or in the future
assert under Section 4.7 of the Amended and Restated Secured
Credit
Agreement, the mutual agreements herein contained, and other good
and valuable consideration among the parties, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Additional Payment. Optek agrees to pay to First
Source
in cash the sum of $1,545,000.00 to be paid as follows: (i)
$750,000 to be paid to First Source no later than March 31, 1998;
and (ii) the balance to be paid not later than June 30, 1998.
2. Termination of Loan Documents. The Loan Documents are
hereby terminated and of no further force and effect, except the
obligations of Optek arising under Section 14.4 and Section 14.5
of
the Amended and Restated Secured Credit Agreement, which
expressly
survive termination of the Amended and Restated Secured Loan
Agreement.
3. Release. First Source for itself and its successors
and
assigns, hereby fully, finally and forever releases, discharges,
quitclaims and covenants not to xxx Optek, its officers,
directors,
agents, employees, attorneys, stockholders, predecessors-in-
interest, successors-in-interest, subsidiaries, and indemnitees
of,
from or with respect to any and all claims, counterclaims, debts,
covenants, contracts, promises, agreements, liabilities, actions,
demands or causes of action of any kind or character, whether now
known or unknown, suspected or unsuspected, arising out of the
Loan
Documents, except the obligations of Optek arising under Section
14.4 and Section 14.5 of the Amended and Restated Secured Credit
Agreement. First Source warrants and represents that it has not
sold, assigned, granted or transferred to any other person, firm
or
corporation any claim, counterclaim, demand or cause of action
covered by the terms of this Agreement.
4. Further Assurances. From time to time, as and when
requested by Optek or by its successors and assigns, First Source
shall execute and deliver such releases and other documents and
instruments and shall take or cause to be taken all such further
and other actions as shall be appropriate or necessary in order
to
terminate and release all liens, pledges, security interests or
claims granted, held or asserted by First Source against the
assets
of Optek and otherwise to carry out the purposes of this
Agreement.
5. Parties in Interest. All the terms and provisions of
this Agreement shall be binding upon and inure to the benefit of
and be enforceable by the successors and assigns of First Source
and Optek.
6. Law to Govern. THIS AGREEMENT IS BEING MADE IN
ILLINOIS
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS
OF
THAT STATE WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.
7. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be considered an
original for all purposes, and each of which shall be binding
upon
each executing party regardless of whether each party named
herein
shall sign the same counterpart. Executed signature pages may be
detached from one or more counterparts and affixed to a single
document, which shall constitute the original counterpart
instrument.
8. Entire Agreement. This Agreement contains the entire
understanding of the parties hereto and supersedes all prior
agreements of the parties with respect to the subject matter
contained herein. Nothing in this Agreement, express or implied,
is intended to confer upon any other person other than First
Source
or Optek rights or remedies under or by reason of this Agreement.
9. Amendment; Waiver. Any amendment or waiver to this
Agreement may be made by, and shall require, the written
agreement
of each party whose rights are adversely affected thereby.
FIRST SOURCE FINANCIAL LLP
BY FIRST SOURCE FINANCIAL, INC.,
ITS AGENT/ MANAGER
By:
Name:
Title:
OPTEK TECHNOLOGY, INC.
By:
Name:
Title:
