FIRST AMENDMENT AGREEMENT
THIS FIRST AMENDMENT AGREEMENT (this "Amendment"), is entered
into as of November 25, 1996, between Komag, Incorporated, a Delaware
corporation (the "Borrower"), and The Dai-Ichi Kangyo Bank, Limited (the
"Lender").
WHEREAS, the Borrower and the Lender are parties to a Credit
Agreement dated as of October 7, 1996 (the "Agreement");
WHEREAS, the Borrower has requested that the Lender agree to a
certain amendment to the Agreement and the Lender has agreed to such request,
subject to the terms and conditions hereof;
NOW, THEREFORE, in consideration of the mutual agreements,
provisions and covenants contained herein, the parties hereto agree as follows:
1. Definitions. All capitalized terms used in this Amendment
(including in the recitals hereof) and not otherwise defined herein shall have
the meanings assigned to them in the Agreement.
2. Amendment to the Agreement. In Section 1.01 of the
Agreement, the definition of "Borrower's Account" is amended by inserting the
phrase "with the number 12336-23191 that is maintained by the Borrower with Bank
of America NT & SA at GPO-Account Administration-5693, 0000 Xxxxxxx Xxxxxxxxx,
0xx Xxxxx, Xxxxxxx, XX 00000 (with wire payments to be made for credit to Komag,
Incorporated, ABA No. 000000000, at such account number)" in lieu of the
existing phrase "maintained by the Borrower with Xxxxx Fargo Bank, N.A. at its
office at 000 Xxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxxxxxxxxx 00000, Account No.
684501705".
3. Condition of Effectiveness. The effectiveness of Section 2
of this Amendment shall be subject to the condition that the Lender shall have
received on or before the date hereof this Amendment executed and delivered by a
duly authorized officer of the Borrower.
4. Miscellaneous.
(a) Agreement Otherwise Not Affected. Except as
expressly amended pursuant hereto, the Agreement shall remain unchanged and in
full force and effect and is hereby ratified and confirmed in all respects.
(b) Counterparts. This Amendment may be executed by
one or more of the parties to this Amendment in any number of separate
counterparts, each of which, when so executed, shall be deemed an original, and
all of said counterparts taken together shall be deemed to constitute but one
and the same instrument. A set of the copies of this Amendment signed by all the
parties shall be lodged with the Borrower and the Lender.
(c) Governing Law. THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.
KOMAG, INCORPORATED
1.
By: /s/ Xxxxxxx X. Xxxxx, Xx.
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Title: SVP, CFO
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The DAI-ICHI KANGYO BANK, LIMITED,
acting through its San Francisco Agency
By: /s/
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Title: General Manager & Agent
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