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EXHIBIT 10.15
SECOND AMENDMENT TO CREDIT AGREEMENT - THREE YEAR FACILITY
This Second Amendment to Credit Agreement - Three Year Facility is
entered into as of this fifteenth day of December, 1995, by and among (a)
KOMAG, INCORPORATED, a Delaware corporation ("Borrower"); (b) the banks from
time to time party hereto, together with their respective successors and
assigns (each a "Bank" and collectively "Banks"); and FIRST INTERSTATE BANK OF
CALIFORNIA, a California banking corporation ("FICAL"), as agent for the Banks
(in such capacity, the "Agent").
This Second Amendment amends that certain Credit Agreement - Three Year
Facility dated as of December 15, 1994 and that certain First Amendment thereto
dated March 29, 1995 (jointly, the "Agreement"), each of which were executed by
and among Borrower, Banks and the Agent as follows:
1. SECTION 1.01., DEFINED TERMS., "Maturity Date", page 5:
delete this definition and replace with
"December 15, 1999, unless an extension shall occur under Section
2.01, in which case "Maturity Date" shall mean the amended
Maturity Date resulting from such extension.";
2. SECTION 2.01., THE REVOLVING LOANS., (c) Commitment Fee.,
page 9: delete this section and replace with
"Borrower agrees to pay to the Agent, for the pro rata benefit of
the Banks in accordance with their respective Commitment
Percentages, a commitment fee equal to ten (10) basis points of
the Aggregate Commitment, calculated on the basis of a 360-day
year for the actual days elapsed, payable on December 15, 1995 and
on each anniversary date thereafter.";
3. SECTION 2.01., THE REVOLVING LOANS., (f) Non-Utilization
Fee., page 10: delete this section and replace with
"Borrower agrees to pay to the Agent, for the pro rata benefit of
the Banks in accordance with their respective Commitment
Percentages, a non-utilization fee equal to fifteen (15) basis
points of average daily unused portion of the Aggregate Commitment
from December 15, 1995 until the Maturity Date, and any extensions
thereof, payable on the last day of each December, March, June and
September (for the preceding quarter) commencing on the first such
date occurring after December 15,1995 and on the Maturity Date.",
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4. SECTION 2.01., THE REVOLVING LOANS., (g) Extension of
Maturity Date., pages 10 and 11, inclusive: delete "the then current Maturity
Date" and replace with "each anniversary date" on lines 5, lines 7 and 8 and
lines 9 and 10;
5. SECTION 2.03., INTEREST RATE AND PAYMENT DATES., (c)
Eurodollar Rate Loans., page 13: delete the schedule and replace with
"If Borrower's Consolidated Debt to Consolidated Capital is less
than .25 to 1.0: 75 basis points; and
If Borrower's Consolidated Debt to Consolidated Capital is equal
to or greater than .25 to 1.0: 90 basis points.";
6. SECTION 2.03., INTEREST RATE AND PAYMENT DATES., (c)
Eurodollar Rate Loans., page 13: add a new introductory sentence to the last
paragraph as follows
"Notwithstanding anything to the contrary contained in the
Agreement, for purposes of calculating the rates referred to in
this subsection, Borrower's convertible subordinated debt shall
not be included as part of its Consolidated Debt.";
7. SECTION 6.01., AFFIRMATIVE COVENANTS., (b) Notices and
Information.,(i), (c), page 24: delete "$1,000,000" wherever it appears and
replace with "$10,000,000";
8. SECTION 6.02., NEGATIVE COVENANTS., (d) Consolidated
Tangible Net Worth., line 7, page 27: insert the following between
"Subsidiaries" and "adjusted"
"(other than equity investments by the Borrower in its
Consolidated Subsidiaries or equity investments by the
Borrower's Consolidated Subsidiaries in the Borrower)";
9. SECTION 6.02., NEGATIVE COVENANTS., (e) Domestic
Unrestricted Cash Balances., page 27: delete this section and its header in
their entirety;
10. SECTION 6.02., NEGATIVE COVENANTS., (f) Liens, Etc., (g)
Debt., (h) Dividends, Etc., (i) Consolidation, Merger or Acquisition., A) Loans,
Investments, Secondary Liabilities., and (k) Asset Sales., pages 27 through 30,
inclusive: reletter as
(e) Liens, Etc., (f) Debt., (g) Dividends, Etc., (h)
Consolidation, Merger or Acquisition., (i) Loans,
Investments, Secondary Liabilities. , and A) Asset Sales.
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11. SECTION 6.02., NEGATIVE COVENANTS., (f) Debt., (iv), page
28: delete "$35,000,000" wherever it appears and replace with "$100,000,000" and
delete "$20,000,000" and replace with "$50,000,000";
12. SECTION 6.02., NEGATIVE COVENANTS., (g) Dividends., page 28,
lines 10 through 13, inclusive: delete "repurchase up to 500,000 shares of stock
per fiscal year of Borrower on the open market to meet employee stock option
plan requirements for Dastek employees; and (iv) make repurchases of employee
stock and/or employee stock options which in the aggregate do not exceed
$500,000 per fiscal year" and replace with
"repurchase stock of Borrower in an amount not to exceed
$15,000,000 in any calendar year";
13. SECTION 6.02., NEGATIVE COVENANTS., (j) Asset Sales., (i),
page 30: delete "12.5%" and replace with "20%";
14. SECTION 6.02., NEGATIVE COVENANTS., (I) Domestic Assets of
Borrower and its Consolidated Subsidiaries., page 30: delete this section and
its header in their entirety;
15. SECTION 6.02., NEGATIVE COVENANTS., page 30: add a new "(k)"
as follows
"(k)" Debt Service Coverage Ratio. Permit earnings before interest
plus taxes plus depreciation plus amortization ("EBITDA") divided
by interest expense plus scheduled principal payments plus
$15,000,000 to be less than 2.0 to 1.0 at any time during the term
of the Agreement. This ratio will be calculated on a rolling prior
four quarter basis.";
16. SECTION 7.01., EVENTS OF DEFAULT.(h), page 32: delete this
subsection in its entirety;
17. SECTION 7.01., EVENTS OF DEFAULT., subsections (i) and (j),
pages 32 and 33, inclusive: reletter as "(h)" and "(i)", respectively;
18. SECTION 7.01., EVENTS OF DEFAULT., subsection (i), lines 2
through 4, inclusive, page 33: delete "or against any guarantor (at such time or
times as there are any outstandings under the Borrowings which were the subject
of any guarantee executed by such guarantor),";
19. SECTION 9.02., NOTICES, ETC., line 9, page 37: delete "or
VII";
20. SECTION 9.07., EFFECTIVENESS; BINDING EFFECT; GOVERNING
LAW., line 8, page 39: delete "$35,000,000" and replace with "$95,000,000";
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21. Signature page, page 41: change the Borrower's zip code from
"95124" to "95035",
22. Signature page, page 41: change Standard Chartered Bank's
address from "707 Xxxxxxxx Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, Attention:
Xxxx Xxxxxxxxxxxx" to "0 Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Xxxxx Xxxxx";
23. Delete Exhibit A and replace with the attached;
24. Delete Exhibit 1 and replace with the attached;
25. Delete Exhibit 4 and replace with the attached; and
26. Borrower shall pay to the Agent a sum not to exceed $5,000
simultaneously with its execution of this Second Amendment to reimburse the
Agent for its attorney's fees in conjunction with the preparation and
negotiation of this Second Amendment.
27. Borrower hereby represents and warrants to the Banks and the
Agent that (a) the representations and warranties contained in the Agreement are
true in all material respects on and as of the date of this Second Amendment,
(b) no event has occurred and is continuing which constitutes an Event of
Default or Potential Event of Default, and (c) the documents previously
delivered to the Agent and the Banks pursuant to clauses (ii), (iii) and (v) of
Section 4.01 (a) remain in full force and effect.
28. Except as specifically amended pursuant to the foregoing
paragraphs of this Second Amendment, all recitals, representations, warranties,
covenants, undertakings, promises, indemnities, terms, conditions and provisions
of the Agreement shall remain in full force and effect and shall be and remain
unaffected by this Second Amendment.
29. This Second Amendment shall become effective when the Agent
(which shall promptly distribute such information to each of the Banks) shall
have received all of the following:
(a) Counterparts of this Second Amendment signed by the
Borrower, the Banks and the Agent.
(b) The Revolving Notes in the form attached hereto as Exhibit A
duly signed by an authorized officer of the Borrower in favor of each of the
Banks. Such promissory notes shall constitute the Revolving Notes as defined in
and for the purpose of the Agreement and shall be deemed to have amended and
restated the Revolving Notes previously executed and delivered by the Borrower
under the Agreement.
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30. This Amendment may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument. This Second Amendment and the
Agreement constitute the entire agreement and understanding among the parties
hereto and supersedes any and all prior agreements and understandings, oral or
written, relating to the subject matter hereof.
31. This Amendment shall be governed by, and construed and
enforced in accordance with, the internal laws of the State of California
without regard to principles of conflicts of laws.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Second Amendment as of the day and year first hereinabove written.
FIRST INTERSTATE BANK OF CALIFORNIA, KOMAG, INCORPORATED,
as the Agent as Borrower
and as a Bank
By: By:
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Title: Title:
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Address:
000 Xxxxx Xxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxx X .Xxxxx
Treasurer
Address:
South Bay Regional Corporate
000 Xxxx Xxxxxx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx X. Xxxxxx
Vice President
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COMERICA BANK - CALIFORNIA ABN-AMRO BANK, N.V.
as a Bank as a Bank
By: ABN AMRO North America,
Inc. , as agent
By: By:
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Its: Its:
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Address: Address:
000 Xxxx Xxxxx Xxxxx Xxxxxx 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000 Xxx Xxxxxxxxx, XX 00000-0000
Attention: Xxxx X. Xxxxxxx Attention: Xxxxx X. Xxx
First Vice President Vice President
STANDARD CHARTERED BANK
as a Bank
By:
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Its:
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Address:
0 Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxx
Vice President
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