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EXHIBIT 10.36
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FIRST AMENDMENT
TO REVOLVING CREDIT AGREEMENT
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First Amendment dated as of June 27, 1996 to Revolving Credit Agreement
(the "First Amendment"), by and among WESTERN DIGITAL CORPORATION, a Delaware
corporation (the "Borrower"), and NATIONSBANK OF TEXAS, N.A., THE FIRST NATIONAL
BANK OF BOSTON and the other lending institutions listed on Schedule 1 to the
Credit Agreement (as hereinafter defined) (the "Banks"), amending certain
provisions of the Revolving Credit Agreement dated as of April 24, 1996 (as
amended and in effect from time to time, the "Credit Agreement") by and among
the Borrower, the Banks, NationsBank of Texas, N.A. as syndication agent for the
Banks (the "Syndication Agent") and The First National Bank of Boston as
administrative agent (the "Agent", and, collectively with the Syndication Agent,
the "Bank Agents") for the Banks. Terms not otherwise defined herein which are
defined in the Credit Agreement shall have the same respective meanings herein
as therein.
WHEREAS, the Borrower and the Majority Banks have agreed to modify
certain terms and conditions of the Credit Agreement as specifically set forth
in this First Amendment;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
SECTION 1. AMENDMENT TO SECTION 1 OF THE CREDIT AGREEMENT. Section 1.1
of the Credit Agreement is hereby amended by deleting the definition of
"Eligible Assignee" in its entirety and restating it as follows:
Eligible Assignee. Any of (a) a commercial bank or finance
company organized under the laws of the United States, or any State
thereof or the District of Columbia, and having total assets in excess
of $1,000,000,000; (b) a savings and loan association or savings bank
organized under the laws of the United States, or any State thereof or
the District of Columbia, and having a net worth of at least
$100,000,000, calculated in accordance with generally accepted
accounting principles; (c) a commercial bank organized under the laws
of any other country which is a member of the Organization for Economic
Cooperation and Development (the "OECD"), or a political subdivision of
any such country, and having total assets in excess of $1,000,000,000,
provided that such bank is acting through a branch or agency located in
the country in which it is organized or another country which is also a
member of the OECD; (d) the central bank of any country which is a
member of the OECD; (e) Mitsubishi Trust & Banking Corporation (U.S.A.)
and (f) if, but only if, any Event of Default has occurred and is
continuing, any other bank, insurance company, commercial finance
company or other financial institution or other Person approved by the
Agent, such approval not to be unreasonably withheld.
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SECTION 2. AMENDMENT TO SECTION 8 OF THE CREDIT AGREEMENT. Section 8.4
of the Credit Agreement is hereby amended as follows:
(a) Section 8.4(a) of the Credit Agreement is hereby amended by
deleting the words "ninety (90) days" which appear in Section 8.4(a) and
substituting in place thereof the words "one hundred (100) days";
(b) Section 8.4(b) of the Credit Agreement is hereby amended by
deleting the words "forty-five (45) days" which appear in Section 8.4(b) and
substituting in place thereof the words "fifty (50) days"; and
(c) Section 8.4(c) of the Credit Agreement is hereby amended by
inserting immediately after the words "certified by the principal financial or
accounting officer" the words "or the treasurer".
SECTION 3. CONDITIONS TO EFFECTIVENESS. This First Amendment shall not
become effective until the Agent receives a counterpart of this First Amendment
executed by the Borrower, the Majority Banks and the Guarantors.
SECTION 4. REPRESENTATIONS AND WARRANTIES. The Borrower hereby repeats,
on and as of the date hereof, each of the representations and warranties made by
it in Section 7 of the Credit Agreement (except to the extent of changes
resulting from matters contemplated or permitted by the Credit Agreement and the
other Loan Documents, changes occurring in the ordinary course of business that
singly or in the aggregate are not materially adverse, and to the extent that
such representations and warranties relate expressly to an earlier date),
provided, that all references therein to the Credit Agreement shall refer to
such Credit Agreement as amended hereby. In addition, the Borrower hereby
represents and warrants that the execution and delivery by the Borrower of this
First Amendment and the performance by the Borrower of all of its agreements and
obligations under the Credit Agreement as amended hereby are within the
corporate authority of the Borrower and have been duly authorized by all
necessary corporate action on the part of the Borrower.
SECTION 5. RATIFICATION, ETC. Except as expressly amended hereby, the
Credit Agreement and all documents, instruments and agreements related thereto
are hereby ratified and confirmed in all respects and shall continue in full
force and effect. The Credit Agreement and this First Amendment shall be read
and construed as a single agreement. All references in the Credit Agreement or
any related agreement or instrument to the Credit Agreement shall hereafter
refer to the Credit Agreement as amended hereby.
SECTION 6. NO WAIVER. Nothing contained herein shall constitute a
waiver of, impair or otherwise affect any Obligations, any other obligation of
the Borrower or any rights of the Bank Agents or the Banks consequent thereon.
SECTION 7. COUNTERPARTS. This First Amendment may be executed in one or
more counterparts, each of which shall be deemed an original but which together
shall constitute one and the same instrument.
SECTION 8. GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT
REFERENCE TO CONFLICT OF LAWS).
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IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment as a document under seal as of the date first above written.
WESTERN DIGITAL CORPORATION
By: /s/ J. R. Eckstardt
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Title: Vice President and Treasurer
NATIONSBANK OF TEXAS, N.A.
By: /s/ Lori Stone
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Title: Vice President
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ Jay L. Massino
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Title: Vice President
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Scott Lance
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Title: Vice President
BANQUE NATIONALE DE PARIS
By: /s/ [Signature]
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Title: Senior vice President & Manager
By: /s/ [Signature]
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Title: Vice President
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THE BANK OF NOVA SCOTIA
By: /s/ [Signature]
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Title: Relationship Manager
FLEET NATIONAL BANK
By: /s/ [Signature]
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Title: V.P.
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RATIFICATION OF GUARANTY
Each of the undersigned guarantors hereby acknowledges and consents to
the foregoing First Amendment as of June 27, 1996, and agrees that the Guaranty
dated as of April 24, 1996 from each of Selanar Corporation, Western Digital
Capital Corporation, Western Digital Europe, Western Digital Pacific Corporation
and Western Digital Rochester, Inc. (collectively, the "Guarantors") in favor of
the Agent, the Syndication Agent and each of the Banks, and all other Loan
Documents to which each of the Guarantors are a party remain in full force and
effect, and each of the Guarantors confirms and ratifies all of its obligations
thereunder.
SELANAR CORPORATION
By: /s/ [Signature]
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Title: President
WESTERN DIGITAL CAPITAL CORPORATION
By: /s/ [Signature]
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Title: Secretary
WESTERN DIGITAL EUROPE
By: /s/ [Signature]
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Title: President
WESTERN DIGITAL PACIFIC CORPORATION
By: /s/ [Signature]
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Title: Vice President
WESTERN DIGITAL ROCHESTER, INC.
By: /s/ [Signature]
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Title: Vice President &
Chief Financial Officer