KOMAG, INCORPORATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 28th, 2007 • Komag Inc /De/ • Magnetic & optical recording media • New York
Komag, Incorporated, a Delaware corporation (the “Company”), proposes to issue and sell to Credit Suisse Securities (USA) LLC, Bear, Stearns & Co. Inc., Citigroup Global Markets Inc., and Piper Jaffray & Co. (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement, dated as of March 22, 2007 (the “Purchase Agreement”), $220 million aggregate principal amount (plus up to an additional $30 million principal amount if the Initial Purchasers exercise their overallotment option in full pursuant to the terms of the Purchase Agreement) of its 2.125% Convertible Subordinated Notes due 2014 (the “Initial Securities”). The Initial Securities will be convertible into shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) at the conversion rate set forth in the Offering Circular dated March 22, 2007 (the “Offering Circular”). The Initial Securities will be issued pursuant to an Indenture, dated as of March 28, 2007 (the “Indenture”)
KOMAG, INCORPORATED, AS ISSUER AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE 2.125% CONVERTIBLE SUBORDINATED NOTES DUE 2014 INDENTURE DATED AS OF MARCH 28, 2007Indenture • March 28th, 2007 • Komag Inc /De/ • Magnetic & optical recording media • New York
THIS INDENTURE, dated as of March 28, 2007, is between KOMAG, INCORPORATED, a Delaware corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity and not in its individual capacity, the “Trustee”).
