WAIVER AND FIRST AMENDMENT dated as of January 17, 1996 (this "Amendment")
to the Credit Agreement dated as of August 30, 1995 (the "Credit
Agreement"), among OAK INDUSTRIES INC., a Delaware corporation (the
"Borrower"), the financial institutions listed on Schedule 2.01 thereto
(the "Lenders"), and CHEMICAL BANK, a New York banking corporation, as
agent (in such capacity, the "Administrative Agent") and as collateral
agent (in such capacity, the "Collateral Agent") for the Lenders, and as
issuing bank (in such capacity, the "Issuing Bank").
The Borrower has requested that the Lenders waive the default by the
Borrower in connection with the due observance, with respect to the fiscal
quarter ended as of December 31, 1995, of Section 6.12 of the Credit
Agreement. The Borrower has also requested that the Lenders amend certain
provisions of the Credit Agreement.
The Lenders whose signatures appear below are willing, on the terms,
subject to the conditions and to the extent set forth below, to grant such
waiver and amend such provisions.
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. Waiver. The Lenders whose signatures appear below hereby waive
compliance with the provisions of Section 6.12 of the Credit Agreement with
respect to the fiscal quarter ended as of December 31, 1995. The Borrower
explicitly acknowledges that except as set forth in the preceding sentence
and except as amended hereby, such Section 6.12 and each other provision of
the Credit Agreement remains in full force and effect.
SECTION 2. Amendment to Section 1.01. Section 1.01 of the Credit
Agreement is hereby amended by adding the following definition:
"Substitute Interest Coverage Ratio" shall mean the ratio as of the last
day of any fiscal quarter, for the four fiscal quarter period ended as of
such day of (a) EBITDA of Adjusted Oak to (b) Interest Expense of Adjusted
Oak; provided, however, that for purposes of calculating Interest Expense
as of the last day of each of the fiscal quarters ending on March 31, 1996,
and June 30, 1996, the amount determined pursuant to clause (b) above shall
be determined by multiplying Interest Expense for the period commencing
October 1, 1995, and ending as of the end of such fiscal period (i) by 2,
in the case of the fiscal quarter ending March 31, 1996, and (ii) by 4/3,
in the case of the fiscal quarter ending June 30, 1996.
SECTION 3. Amendment to Section 6.12. Section 6.12 of the Credit
Agreement is hereby amended and restated to read in its entirety as
follows:
SECTION 6.12. Interest Coverage Ratio; Substitute Interest Coverage Ratio.
(a) Permit the Interest Coverage Ratio of Consolidated Oak, as of March
31, 1996, or as of the last day of any fiscal quarter thereafter, to be
less than 3.0. to 1.0.
(b) Prior to the Connector Purchase, permit the Substitute Interest
Coverage Ratio of Adjusted Oak to exceed, as of March 31, 1996, or as of
the last day of any fiscal quarter thereafter, which last day occurs in any
period set forth below, to be less than the ratio set forth below for such
period:
Substitute Interest
From and Including: To and Including: Coverage Ratio:
March 31, 1996 June 30, 1996 2.5 to 1.0
September 30, 1996 December 31, 1996 3.0 to 1.0
March 31, 1997 December 31, 1997 3.5 to 1.0
(c) Prior to the Connector Purchase, permit the Interest Coverage Ratio of
Adjusted Oak, as of March 31, 1998, or as of the last day of any fiscal
quarter thereafter, to be less than 3.0 to 1.0.
SECTION 4. Representations and Warranties. The Borrower represents and
warrants to each of the Lenders and the Administrative Agent that:
(a) 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.
(b) Before and after giving effect to this Amendment, no Event of Default
or Default, other than as described above, has occurred and is continuing.
SECTION 5. Condition to Effectiveness. This Amendment shall become
effective as of the date first above written when the Administrative Agent
shall have received counterparts of this Amendment that, when taken
together, bear the signatures of the Borrower and the Required Lenders.
SECTION 6. Credit Agreement. Except as specifically amended hereby, the
provisions of the Credit Agreement are and shall remain in full force and
effect. As used therein, the terms "Agreement", "herein", "hereunder",
"hereinafter", "hereto", "hereof" and words of similar import shall, unless
the context otherwise requires, refer to the Credit Agreement as amended
hereby.
SECTION 7. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 8. 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 9. Expenses. The Borrower agrees to reimburse the Administrative
Agent for its reasonable out-of-pocket expenses in connection with this
Amendment, including the reasonable fees, charges and disbursements of
Cravath, Swaine and ▇▇▇▇▇, 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
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Name:
Title:
CHEMICAL BANK, individually and as Issuing Bank, Administrative Agent and
Collateral Agent,
by
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Name:
Title:
THE FIRST NATIONAL BANK OF BOSTON,
by
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Name:
Title:
MELLON BANK, N.A.,
by
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Name:
Title:
THE CHASE MANHATTAN BANK (National Association),
by
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Name:
Title:
FIRST UNION NATIONAL BANK OF NORTH CAROLINA,
by
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Name:
Title:
FLEET BANK OF MASSACHUSETTS, N.A.,
by
----------------------
Name:
Title:
LTCB TRUST CO.,
by
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Name:
Title:
NATIONSBANK OF TEXAS, N.A.,
by
----------------------
Name:
Title:
THE TORONTO DOMINION BANK,
by
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Name:
Title:
ABN AMRO BANK N.V., Boston Branch,
by
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Name:
Title:
by
----------------------
Name:
Title:
BHF-BANK AG,
by
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Name:
Title:
CREDIT LYONNAIS CAYMAN ISLAND BRANCH,
by
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Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH,
by
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Name:
Title:
THE MITSUBISHI BANK, LIMITED, NEW YORK BRANCH,
by
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Name:
Title:
THE ROYAL BANK OF SCOTLAND PLC-NEW YORK BRANCH,
by
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Name:
Title:
NBD BANK,
by
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Name:
Title:
NORWEST BANK ARIZONA, NATIONAL ASSOCIATION,
by
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Name:
Title:
[6700-322(6)/AG02.WPF/6M/4332/1M]