FIRST AMENDMENT AGREEMENT
This FIRST AMENDMENT AGREEMENT, dated as of November 19, 1996
(this "Agreement"), is between KOMAG, INCORPORATED, a Delaware corporation
("Borrower"), and THE INDUSTRIAL BANK OF JAPAN, LIMITED, SAN FRANCISCO AGENCY
("Bank"), with respect to the Credit Agreement, dated as of December 15, 1995,
between Borrower and Bank (the "Credit Agreement").
The parties hereto agree as follows:
Section 1. Definitions. Terms defined in the Credit Agreement are used
herein with the same meanings unless otherwise specifically defined herein.
Section 2. Amendments to the Credit Agreement. The Credit Agreement is
hereby amended:
(a) To amend and restate in its entirety the following
definition in Section 1.1 thereof as follows:
"Maturity Date": December 15, 2000, unless an
extension shall occur under Section 2.1, in which case
"Maturity Date" shall mean the amended Maturity Date resulting
from such extension.
(b) To amend and restate in its entirety subsection (c) of
Section 2.3 thereof as follows:
(c) Eurodollar Rate Loans. Revolving Loans which are
Eurodollar Rate Loans shall bear interest for each Interest
Period with respect thereto on the unpaid principal amount
thereof at a rate per annum equal to the Eurodollar Rate
determined for such Interest Period plus 0.550 percentage
points.
Section 3. Effect. Except as specifically set forth herein, this
Agreement does not limit, modify, amend, waive, grant any consent with respect
to, or otherwise affect (a) any right, power or remedy of the Bank under the
Credit Agreement or any other Loan Document, (b) any provision of the Credit
Agreement or any other Loan Documents, all of which shall remain in full force
and effect and are hereby ratified and confirmed. This Agreement does not
entitle, or imply any consent or agreement to, any further or future
modification of, amendment to, waiver of, or consent with respect to any
provision of the Credit Agreement or any other Loan Document.
Section 4. Conditions of Effectiveness. This Agreement shall become
effective as of the date hereof when Bank has received a counterpart hereof
signed by Borrower.
Section 5. Counterparts: Facsimile Signatures. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original with the same effect as if all the signatures were on
the same instrument. Delivery of an executed counterpart of the signature page
to this Agreement by telecopier shall be effective as delivery of a manually
executed counterpart of this Agreement. Any party delivering an executed
counterpart of the signature page to this Agreement by telecopier shall
thereafter promptly deliver a manually executed counterpart of this Agreement,
but the failure to deliver such manually executed counterpart shall not affect
the validity, enforceability, and binding effect of this Agreement.
Section 6. Governing Law and Submission to Jurisdiction. THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
STATE OF CALIFORNIA AND IS SUBJECT TO THE PROVISIONS OF SECTION 8.8 OF THE
CREDIT AGREEMENT, RELATING TO SUBMISSION TO JURISDICTION, THE PROVISIONS OF
WHICH ARE BY THIS REFERENCE HEREBY INCORPORATED HEREIN IN FULL.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective authorized signatories as of the
date first above written.
"BORROWER"
KOMAG, INCORPORATED
By /s/ Xxxxxxx X. Xxxxxxx
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Title: President & CEO
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"BANK"
THE INDUSTRIAL BANK OF JAPAN,
LIMITED, SAN FRANCISCO AGENCY
By /s/
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Title: General Manager
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