THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment")
dated as of January 31, 1997, is entered into among Komag, Incorporated (the
"Borrower"), the several financial institutions party to the Credit Agreement
(collectively, the "Banks"), Xxxxx Fargo Bank, N.A. as agent for the Banks (the
"Agent"), and as successor in interest to First Interstate Bank of California
("FICAL"), as the original agent (the "Prior Agent") for the Banks and as a
Bank.
RECITALS
A. The Borrower, the Prior Agent, and the Banks have entered
into a Credit Agreement dated as of December 15, 1994, as amended prior to the
date hereof (the "Credit Agreement"), pursuant to which the Prior Agent, and the
Banks agreed to make available to the Borrower a revolving credit facility.
B. Prior to the date hereof, Xxxxx Fargo Bank, N.A. became the
successor in interest to FICAL as Prior Agent and as a Bank under the Credit
Agreement and the other Loan Documents.
C. The Borrower has requested that the Agent and the Banks
amend the Credit Agreement as hereinafter provided, and the parties hereto are
willing to so amend the Credit Agreement subject to the terms and conditions of
this Amendment.
AGREEMENTS
NOW, THEREFORE, in consideration of the premises and the
mutual promises herein contained, the parties hereto agree as follows:
1. Capitalized Terms. Capitalized terms used in this Amendment
and not otherwise defined shall have the respective meanings set forth in the
Credit Agreement.
2. Amendments.
(a) In the introductory paragraph of the Credit
Agreement, the phrase "First Interstate Bank of California, a California banking
corporation ("FICAL")" shall be deleted and the following phrase "Xxxxx Fargo
Bank, N.A., a national association" shall be inserted in lieu thereof.
(b) All references in the Credit Agreement and the
other Loan Documents to "FICAL" shall be amended to refer to "Xxxxx Fargo". All
other references in the Credit Agreement and the other Loan Documents to "First
Interstate Bank of California" shall be amended to refer to "Xxxxx Fargo Bank,
N.A.".
(c) The term "Banks" in the introductory paragraph of
the Credit Agreement is amended to refer to all Banks executing this Amendment
and all of the duties and obligations of the Borrower under the Loan Documents
in existence prior to the date hereof shall be deemed to be duties and
obligations to the Agent and the Banks executing this Amendment.
(d) In Section 1.01 of the Credit Agreement, the prior
definition of "FICAL", now "Xxxxx Fargo", shall be realphabetized.
(e) Section 6.02(f) to the Credit Agreement is amended
by deleting the amount "$100,000,000" wherever it appears and by inserting in
lieu thereof the amount "$300,000,000" and by deleting the amount "$50,000,000"
wherever it appears and by inserting in lieu thereof the amount "$200,000,000";
provided, that, no amendments are made with respect to clause (vii) of Section
6.02(f).
(f) All notices sent pursuant to Section 9.02 of the
Credit Agreement shall be sent to the addresses noted on the signature pages
hereto.
(g) Exhibit 4 to the Credit Agreement is deleted and
the form of Exhibit 4 attached hereto shall be inserted in lieu thereof.
3. Effective Date. This Amendment will become effective on the
date ("Effective Date") that the Agent has received from the Borrower and the
Majority Banks a fully executed copy of this Amendment.
4. Miscellaneous.
(a) All references to Loan Documents shall refer to the
Loan Documents as amended by this Amendment. This Amendment shall be deemed
incorporated into, and a part of, the Loan Documents.
(b) This Amendment shall be binding upon and inure to
the benefit of the parties hereto and thereto and their respective successors
and assigns. No third party beneficiaries are intended in connection with this
Amendment.
(c) This Amendment shall be governed by and construed
in accordance with the internal laws of the State of California without regard
to the principles of conflicts of laws.
2
(d) This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument. Each of
the parties hereto understands and agrees that this Amendment (and any other
document required herein) may be delivered by any party thereto either in the
form of an executed original or an executed original sent by facsimile
transmission to be followed promptly by mailing of a hard copy original, and
that receipt by the Agent of a facsimile transmitted document purportedly
bearing the signature of the Borrower or any Bank will have the same force and
effect as the delivery of a hard copy original. Any failure by the Agent to
receive the hard copy executed original of such document shall not diminish the
binding effect of receipt of the facsimile transmitted executed original of such
document of the party whose hard copy page was not received by the Agent.
(e) This Amendment contains the entire and exclusive
agreement of the parties hereto with reference to the matters discussed herein
and therein. This Amendment supersedes all prior drafts and communications with
respect thereto. This Amendment may not be amended except in accordance with the
provisions of the Credit Agreement.
(f) If any term or provision of this Amendment shall be
deemed prohibited by or invalid under any applicable law, such provision shall
be invalidated without affecting the remaining provisions of this Amendment or
the Loan Documents, respectively.
3.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their duly authorized officers as of the day and
year first written above.
KOMAG INCORPORATED
By: /S/ Xxxxxxx X. Xxxxx, Xx.
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Title: SVP, CFO
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Address: Komag, Incorporated
000 Xxxxx Xxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Facsimile: (000) 000-0000
XXXXX FARGO BANK, N.A., assuccessor in
interest to First Interstate Bank of
California, as Agent and as a Bank
By: /S/ Xxxxx Xxxxxx
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Title: Vice President
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Address: 000 Xxxx Xxxxxx Xxxxx
Xxx Xxxx, XX 00000
Facsimile: (000) 000-0000
4.
COMERICA BANK - CALIFORNIA, as a Bank
By: /S/ Xxxxx X. Xxxxx
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Title: Xxxxx X. Xxxxx, Assistant Vice President
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Address: 000 Xxxx Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile: (000) 000-0000
STANDARD CHARTERED BANK, as a Bank
By: /S/ Xxxx Xxxxxxxxxxxx
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Title: Vice President
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Address: 000 Xxxxxxxx Xxxx., X0
Xxx Xxxxxxx, XX 00000
Facsimile: (000) 000-0000
5.
ABN - AMRO BANK, N.V., San Xxxxxxxxx Xxxxxx
By: /S/ Xxx X. Wug
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Title: Group Vice President
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By: /S/ Xxxxx X. Xxxxxx
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Title: Vice President
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Address: 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
EXHIBIT 4
SUBSIDIARIES AND CONSOLIDATED SUBSIDIARIES
Percentage of the
Borrower's Ownership
--------------------
1. Komag Material Technology, Inc. 55%
2. Komag Technology Partners 50%
3. Asahi Komag Co., Ltd. 0% *
4. Komag Bermuda Ltd. 100%
5. Komag Overseas Ltd. 100%
6. Komag USA (Malaysia) Sdn 0% **
7. Dastek Holding Company 60%
8. Dastek (M) SDN BHD 0% ***
9. Headway Technologies, Inc. 17% ****
10. Asahi Komag (Thailand) Co., Ltd. 0% *****
11. Komag (Barbados) Ltd. 100%
* The Borrower owns 50% of Komag Technology Partners, which owns 98% of
Asahi Komag Co., Ltd.
** Komag Bermuda Ltd. (97%) and Komag Overseas ltd. (3%) own 100% of Komag
USA (Malaysia) Sdn.
*** Dastek Holding Company owns 100% of Dastek (M) SDN BHD.
**** The Borrower, through Asahi Komag Co., Ltd., owns an additional 9.5% of
Headway Technologies, Inc.
***** Asahi Komag Co., Ltd. owns 100% of Asahi Komag (Thailand) Co., Ltd.