SECOND AMENDMENT TO
AGREEMENT
BY AND BETWEEN
JDS FITEL, INC.
AND
OPTICAL COATING LABORATORY, INC.
WHEREAS, Optical Coating Laboratory, Inc. ("OCLI") and JDS FITEL, INC.
("JDS") entered into that certain Agreement by and between JDS FITEL Inc.
and Optical Coating Laboratory, Inc. ("OCLI"), dated February 1, 1997 (the
"Agreement"), to combine their respective areas of expertise and
capabilities in a joint effort for WDM Product Business, as that term is
defined therein;
WHEREAS, Section 15.16 of the Agreement provides that the OCLI and JDS
may amend the Agreement if such amendment is set forth in writing and
signed by duly authorized officers of each; and
WHEREAS, the parties wish to amend the Agreement effective June 1,
1997 (the "Effective Date");
NOW, THEREFORE, the parties hereby agree to amend the Agreement
effective as of the Effective Date as follows:
1. In Section 1.1, Definitions, replace the definitions of "WDM Optical
Filters"; and "WDM Products" with the following definitions:
"WDM Optical Filters" shall mean WDM Optical Filters A, WDM Optical
Filters B and WDM Optical Filters C;
"WDM Products" shall mean:
[CONFIDENTIAL TREATMENT REQUESTED]
2. In Section 1.1, Definitions, add the following definitions:
"WDM Optical Filters C" shall mean any and all optical filters that
are intended to be used in WDM Products C;
[CONFIDENTIAL TREATMENT REQUESTED]
3. In Section 15.1, Non-Supply of WDM Optical Filters to Third Parties,
replace the words "June 1, 1997" with the words "1 August 1997".
4. In Section 9.1 (a)(i), Termination by JDS, replace the words "May 31,
1997" with the words "August 31,1997". At its September 5, 1997 meeting,
the Joint Venture Management Committee determined that this obligation of
OCLI was satisfied effective August 31, 1997.
IN WITNESS WHEREOF, OCLI and JDS adopt this Amendment as of the
Effective Date.
OPTICAL COATING LABORATORY, INC.
By /S/▇▇▇▇▇▇▇ ▇. ▇▇▇▇
ITS PRESIDENT
Title
JDS FITEL INC.
By /S/M. ▇▇▇▇ ▇▇▇▇
Chief Financial Officier & V.P.
Finance