SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 
(this "Amendment") is entered into as of March 23, 1998 by and among 
KOMAG, INCORPORATED, a Delaware corporation ("Borrower"), the banks from 
time to time party to the Credit Agreement described below, together 
with their respective successors and assigns (each a "Bank" and 
collectively the "Banks"), and BANKBOSTON, N.A., a national banking 
association ("BankBoston"), as agent for the Banks (in such capacity, 
the "Agent"), with reference to the following facts:

A. The Borrower, the Banks, and the Agent are parties to that 
certain Amended and Restated Credit Agreement dated as of June 20, 1997, 
by and among the Borrower, the Banks, and the Agent, as amended by that 
certain First Amendment to Amended and Restated Credit Agreement dated 
as of October 9, 1997, by and among the Borrower, the Banks, and the 
Agent (as amended, the "Credit Agreement").  The Credit Agreement and 
all related and supporting documents collectively are referred to in 
this Amendment as the "Loan Documents."

B. The parties desire to amend certain provisions contained in 
the Credit Agreement as set forth below.

NOW, THEREFORE, in consideration of the promises and the 
agreements, provisions and covenants herein contained, the parties 
hereto agree as follows:

1. Defined Terms.  Capitalized terms not otherwise defined 
herein shall have the same meanings as set forth in the Credit 
Agreement.

2. Amendments to Credit Agreement.  The Credit Agreement is 
hereby amended as follows:
(a) The following defined terms are added to Section 1.1 
in their proper alphabetical order:
"'Consolidated Current Liabilities':  At any 
date of determination, the Consolidated Liabilities which 
may properly be classified as current liabilities in 
accordance with GAAP."
"'Consolidated Liabilities':  At any date of 
determination, the total liabilities of the Borrower and its 
Consolidated Subsidiaries on a consolidated basis determined 
in accordance with GAAP (including (i) any balance sheet 
liability with respect to a Pension Plan recognized pursuant 
to Financial Accounting Standards Board Statements 87 or 88 
and (ii) any withdrawal liability under Section 4201 of 
ERISA with respect to a withdrawal from a Multiemployer 
Plan, as such liability may be set forth in a notice of 
withdrawal liability under Section 4219 (and as adjusted 
from time to time subsequent to the date of such notice))."
"'Consolidated Quick Assets':  At any date of 
determination, the total cash, marketable securities and 
accounts receivable of the Borrower and its consolidated 
Subsidiaries on a consolidated basis in accordance with 
GAAP."
"'Minimum Quick Ratio':  At any date of 
determination during a Quick Ratio Measurement Period, a 
Quick Ratio equal to or greater than the correlative amount 
indicated below:
Period
Quick Ratio
March 23, 1998 through March 29, 1998
0.70  : 1.00
March 30, 1998 through June 28, 1998
0.65  : 1.00
June 29, 1998 through September 27, 1998
0.675 : 1.00
September 28, 1998 through January 3, 1999
0.80  : 1.00
January 4, 1999 through April 4, 1999
0.90  : 1.00
April 5, 1999 and thereafter
1.00  : 1.00

Notwithstanding the foregoing, if the Quick 
Ratio measurement requirement is eliminated by virtue of 
Borrower's achievement of a Quick Ratio of 1.00 to 1.00 as 
provided in Section 3.13, but subsequently reinstated by 
virtue of Borrower's generating a fiscal quarter net loss as 
provided in Section 3.13, the Minimum Quick Ratio shall 
thereafter be 1.00 to 1.00."
"'New Senior Debt':  At any date of 
determination, the aggregate principal amount of any Debt 
(excluding Revolver Balances) that is not by its terms 
subordinated to other Debt of the Borrower or its 
Subsidiaries, which (i) constitutes Debt acquired or assumed 
on or after March 23, 1998 or (ii) constitutes replacement 
or refinancing of previously existing Debt." 
"'Quick Ratio': At any date of determination, 
the ratio of (a) Consolidated Quick Assets to (b) the sum of 
(i) Consolidated Current Liabilities plus (ii) Revolver 
Balances plus (iii) New Senior Debt."
"'Quick Ratio Measurement Period': As 
defined in Section 3.13."
"'Revolver Balances': At any date of 
determination, the aggregate principal amount of outstanding 
Revolving Loans, plus the aggregate principal amount of all 
outstanding loans of Borrower or its Consolidated 
Subsidiaries drawn under any other revolving line of 
credit."
(b) Section 2.1(a) is amended to read as follows from and 
after the effective date of this Amendment:
"(a)    The Aggregate Commitment.  Each of the 
Banks severally agrees, on the terms and conditions 
hereinafter set forth, to make loans ("Revolving Loans") to 
Borrower from time to time during the period from the date 
hereof to and including the Maturity Date, pro rata in 
accordance with its Commitment Percentage, in the aggregate 
principal amount not to exceed at any one time outstanding 
its Commitment, as such amount may be reduced pursuant to 
Section 2.1(d), provided, however, that the Banks shall not 
be obligated on any date during a Quick Ratio Measurement 
Period to make a Revolving Loan if Borrower's Quick Ratio at 
the time of the requested borrowing is less than the 
applicable Minimum Quick Ratio, and provided, further, that 
the Banks shall not be obligated on any date during a Quick 
Ratio Measurement Period to make a Revolving Loan which, 
after giving effect to the requested borrowing, would cause 
Borrower to have a Quick Ratio which is less than the 
applicable Minimum Quick Ratio.  Each borrowing under this 
Section (a "Borrowing") shall be in a minimum amount of 
$1,000,000 and in an integral multiple of $100,000 above 
such amount for a Base Rate Loan and in a minimum amount of 
$1,000,000 and in an integral multiple of $500,000 above 
such amount for a LIBOR Rate Loan.  Subject to the foregoing 
and within the limits of each Commitment, Borrower may 
borrow, repay pursuant to Section 2.2(b) and reborrow under 
this Section, provided that at no time shall the aggregate 
principal amount of outstanding Revolving Loans exceed the 
Aggregate Commitment then in effect.  Failure to satisfy the 
Minimum Quick Ratio shall not be an Event of Default."
(c) Section 2.3(c) is amended to read as follows from and 
after the effective date of this Amendment:
"(c)    LIBOR Rate Loans.  Revolving Loans which 
are LIBOR 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 LIBOR Rate 
determined for such Interest Period plus an amount (the 
"Applicable Margin") determined in accordance with following 
schedule:
**              If Borrower's Consolidated Funded Debt to Consolidated 
Capital is less than .15 to 1.0:  the Applicable Margin 
shall be 162.5 basis points;
If Borrower's Consolidated Funded Debt to Consolidated 
Capital is equal to or greater than .15 to 1.0 but less than 
 .25 to 1.0:  the Applicable Margin shall be 175 basis 
points; and
If Borrower's Consolidated Funded Debt to Consolidated 
Capital is equal to or greater than .25 to 1.0:  the 
Applicable Margin shall be 187.5 basis points.
Said rates shall be calculated quarterly based on 
Borrower's performance for the immediately preceding fiscal 
quarter for which Borrower has provided information to the 
Agent regarding the calculation of the rate and shall be 
effective five (5) Business Days following the Agent's 
receipt of such financial statements and the officer's 
certificate required to be delivered in connection therewith 
pursuant to Section 6.1(a); provided that if Borrower shall 
not have timely delivered its financial statements in 
accordance with Section 6.1(a) (after giving effect to any 
grace period set forth in Section 7.1(c)), then commencing 
on the date upon which such financial statements should have 
been delivered and continuing until such financial 
statements are actually delivered, it shall be assumed for 
purposes of determining said rates that Borrower's 
Consolidated Funded Debt to Consolidated Capital is equal to 
or greater than .25 to 1.0 (said calculations shall apply to 
existing as well as new LIBOR Rate Loans).
Notwithstanding the foregoing, at Borrower's option 
upon achievement of any of the following, in each case as 
demonstrated by Borrower's consolidated balance sheet for 
itself and its Consolidated Subsidiaries as at the end of 
the applicable period, and the related consolidated 
statements of income, stockholders' equity and statement of 
cash flows for such period, which statements are certified 
by a duly authorized officer of Borrower as being fairly 
stated in all material respects subject to year end 
adjustments, the Applicable Margin shall be adjusted as 
follows:  
(i)     Upon Borrower's achievement of a 
cumulative average Net Profit Margin for any fiscal three 
(3) month period from and after March 1, 1998 of at least 
five percent (5%) but less than ten percent (10%), the 
Applicable Margin shall be as follows: 
If Borrower's Consolidated Funded Debt to Consolidated 
Capital is less than .15 to 1.0:  the Applicable Margin 
shall be 112.5 basis points;
If Borrower's Consolidated Funded Debt to Consolidated 
Capital is equal to or greater than .15 to 1.0 but less than 
 .25 to 1.0:  the Applicable Margin shall be 125 basis 
points; and
If Borrower's Consolidated Funded Debt to Consolidated 
Capital is equal to or greater than .25 to 1.0:  the 
Applicable Margin shall be 137.5 basis points.
(ii)    Upon Borrower's achievement of the 
cumulative average Net Profit Margin test as specified in 
clause (i) above, and Borrower's achievement of a cumulative 
average Net Profit Margin for any subsequent fiscal three 
(3) month period of at least five percent (5%) but less than 
ten percent (10%), the Applicable Margin shall be as 
follows:
If Borrower's Consolidated Funded Debt to Consolidated 
Capital is less than .15 to 1.0:  the Applicable Margin 
shall be 62.5 basis points;
If Borrower's Consolidated Funded Debt to Consolidated 
Capital is equal to or greater than .15 to 1.0 but less than 
 .25 to 1.0:  the Applicable Margin shall be 75 basis points; 
and
If Borrower's Consolidated Funded Debt to Consolidated 
Capital is equal to or greater than .25 to 1.0:  the 
Applicable Margin shall be 87.5 basis points.
(iii)   Upon Borrower's achievement of the 
cumulative average Net Profit Margin tests as specified in 
clauses (i) and (ii) above, and Borrower's achievement of a 
cumulative average Net Profit Margin for any subsequent 
fiscal three (3) month period of at least five percent (5%), 
the Applicable Margin shall be as follows:
If Borrower's Consolidated Funded Debt to Consolidated 
Capital is less than .15 to 1.0:  the Applicable Margin 
shall be 35 basis points;
If Borrower's Consolidated Funded Debt to Consolidated 
Capital is equal to or greater than .15 to 1.0 but less than 
 .25 to 1.0:  the Applicable Margin shall be 42.5 basis 
points; and
If Borrower's Consolidated Funded Debt to Consolidated 
Capital is equal to or greater than .25 to 1.0:  the 
Applicable Margin shall be 50 basis points.
(iv)    Upon Borrower's achievement of the 
cumulative average Net Profit Margin test as specified in 
clause (i) above, and Borrower's achievement of a cumulative 
average Net Profit Margin for any subsequent fiscal three 
(3) month period of at least ten percent (10%), the 
Applicable Margin shall be as follows:
If Borrower's Consolidated Funded Debt to Consolidated 
Capital is less than .15 to 1.0:  the Applicable Margin 
shall be 35 basis points;
If Borrower's Consolidated Funded Debt to Consolidated 
Capital is equal to or greater than .15 to 1.0 but less than 
 .25 to 1.0:  the Applicable Margin shall be 42.5 basis 
points; and
If Borrower's Consolidated Funded Debt to Consolidated 
Capital is equal to or greater than .25 to 1.0:  the 
Applicable Margin shall be 50 basis points.
(v)     Upon Borrower's achievement of a 
cumulative average Net Profit Margin for any fiscal three 
(3) month period from and after March 1, 1998 of at least 
ten percent (10%), the Applicable Margin shall be as 
follows: 
If Borrower's Consolidated Funded Debt to Consolidated 
Capital is less than .15 to 1.0:  the Applicable Margin 
shall be 75 basis points;
If Borrower's Consolidated Funded Debt to Consolidated 
Capital is equal to or greater than .15 to 1.0 but less than 
 .25 to 1.0:  the Applicable Margin shall be 87.5 basis 
points; and
If Borrower's Consolidated Funded Debt to Consolidated 
Capital is equal to or greater than .25 to 1.0:  the 
Applicable Margin shall be 100 basis points.
(vi)    Upon Borrower's achievement of the 
cumulative average Net Profit Margin test as specified in 
clause (v) above, and Borrower's achievement of a cumulative 
average Net Profit Margin for any subsequent fiscal three 
(3) month period of at least five percent (5%), the 
Applicable Margin shall be as follows:
If Borrower's Consolidated Funded Debt to Consolidated 
Capital is less than .15 to 1.0:  the Applicable Margin 
shall be 35 basis points;
If Borrower's Consolidated Funded Debt to Consolidated 
Capital is equal to or greater than .15 to 1.0 but less than 
 .25 to 1.0:  the Applicable Margin shall be 42.5 basis 
points; and
If Borrower's Consolidated Funded Debt to Consolidated 
Capital is equal to or greater than .25 to 1.0:  the 
Applicable Margin shall be 50 basis points.
For purposes of this Section 2.3(c), Borrower shall be 
required to furnish its fiscal three (3) month period 
financial statements only for those periods as are necessary 
to demonstrate achievement of the Net Profit Margin tests 
specified in this Section."
(d) A new Section 3.13 is added to Article III, at the end 
thereof, which shall read as follows:
"SECTION 3.13  QUICK RATIO MEASUREMENT PERIOD.  
Any fiscal month in which the Quick Ratio is required to be 
measured pursuant to the provisions of this Section 3.13 
shall be deemed to be a "Quick Ratio Measurement Period."  
The Quick Ratio shall be required to be measured monthly as 
of the last day of each fiscal month of Borrower from and 
after March 23, 1998, except that (a) the Quick Ratio shall 
not be required to be measured from and after the first date 
after March 23, 1998 on which Borrower demonstrates 
achievement of a Quick Ratio equal to or greater than 1.00 
to 1.00, provided that if Borrower has a net loss for any 
fiscal quarter period after such achievement, the Quick 
Ratio shall again be required to be measured monthly as of 
the last day of each fiscal month thereafter, and (b) 
notwithstanding the foregoing, the Quick Ratio shall not be 
required to be measured from and after Borrower's 
achievement of a cumulative average Net Profit Margin for 
any three (3) fiscal quarter periods from and after the 
quarter ended March 31, 1998 of at least five percent (5%).  
So long as the Quick Ratio is required to be measured under 
this Section 3.13, at the request of the Agent, prior to, 
and as a condition of, each borrowing hereunder, and in any 
event within twenty-one (21) days after the last day of each 
fiscal month, Borrower shall deliver to Agent a certificate 
signed by the chief executive officer or chief financial 
officer of Borrower, setting forth in such detail as Agent 
may request the calculation of the Quick Ratio as of the 
last day of the preceding fiscal month."
(e) Section 6.2(a) is amended to read as follows:
"(a)    Profitability.  Permit, on a consolidated 
after-tax basis, (i) a net loss for the fiscal quarter 
ending March 29, 1998 of more than Sixty Million Dollars 
($60,000,000); or (ii) a net loss for the fiscal quarter 
ending June 28, 1998 of more than Fifty Million Dollars 
($50,000,000); or (iii) a net loss for the fiscal quarter 
ending September 27, 1998 of more than Ten Million Dollars 
($10,000,000); or (iv) commencing with the fiscal quarter 
ending January 3, 1999, a net loss for any two consecutive 
fiscal quarter periods; or (v) commencing with the fiscal 
quarter ending January 3, 1999, a net loss for any fiscal 
quarter in excess of an amount equal to ten percent (10%) of 
Borrower's Consolidated Tangible Net Worth as of the last 
day of such fiscal quarter."
(f) Section 6.2(b) is amended to read as follows:
"Leverage Ratio.  Permit Borrower's ratio of 
Consolidated Funded Debt to Consolidated Capital, on a 
quarterly consolidated basis, to exceed 0.4 to 1.0."
(g) Section 6.2(c) is amended to read as follows:
"Consolidated Tangible Net Worth.  Permit 
Borrower's Consolidated Tangible Net Worth, on a quarterly 
consolidated basis, to be less than $560,000,000, plus 
(i) seventy-five percent (75%) of Borrower's future fiscal 
year end consolidated net income (without deduction for any 
losses), adjusted on an annual basis beginning after the end 
of Borrower's 1997 fiscal year and including such fiscal 
year plus (ii) one hundred percent (100%) of the net 
proceeds of equity investments and issues received by 
Borrower or its Consolidated Subsidiaries adjusted on a 
consolidated quarterly basis in accordance with GAAP, 
without duplication.  For purposes hereof, the minimum 
Consolidated Tangible Net Worth requirement shall not be 
increased by equity issued through the exercise of employee 
stock options and/or employee stock purchase plans."
(h) Section 6.2(i) is amended by adding the following 
sentence at the end thereof:
"Notwithstanding the foregoing, Borrower shall have no 
obligation to comply with this Section 6.2(i) for the fiscal 
quarter ending June 28, 1998."
(i) A new subsection (k) is added to Section 6.2, by 
inserting the following at the end thereof:  
"(k)    Until Borrower's achievement of a 
cumulative average Net Profit Margin for any three (3) 
fiscal quarters from and after March 1, 1998 of at least 
five percent (5%), Borrower shall not make any payment in 
respect of any Debt (excluding Debt owing to Standard 
Chartered Bank under the $10,000,000 offshore Labuan 
revolving facility) other than the Revolving Loans, unless 
Borrower on the same day makes a payment on account of the 
Revolving Loans, such payment on account of the Revolving 
Loans to be at least pro rata in accordance with the 
aggregate principal amount of the outstanding Revolving 
Loans and the aggregate outstanding amount of such other 
Debt to be repaid."
(j) A new subsection (l) is added to Section 6.2, by 
inserting the following at the end thereof:
"(l)    Replace or refinance any Debt that is not 
by its terms subordinated to other Debt of the Borrower or 
its Subsidiaries without the prior written consent of the 
Majority Banks, which consent shall not be unreasonably 
withheld, provided such replacement financing is to replace 
Debt of like-kind, and provided that the material terms 
(including maturity, financial covenants, and pricing) of 
such replacement financing are not more burdensome to 
Borrower as those under this Agreement."
(k) The second sentence of Section 7.1(c) is amended to 
read as follows:
"Notwithstanding the foregoing, any failure of 
Borrower to perform or observe Sections 6.1(c) and (f) 
and/or 6.2(a), (b), (c), (d), (e), (f), (h), (i), (j), (k) 
or (l) shall constitute an Event of Default without regard 
to any lapse of time or cure period; or"
3. Conditions to Effectiveness.
This Amendment shall become effective as of March 23, 1998 
(the "Closing Date"), only upon:
(i)     receipt by the Agent from the Borrower of an amendment 
fee equal to Two Hundred Sixty-Two Thousand Five Hundred Dollars 
($262,500), to be distributed to the Banks on a pro rata basis in 
accordance with the respective Commitment Percentage of each Bank; 
(ii)    receipt by the Agent from the Borrower of a one-time 
Agent's fee as set forth in a side letter between the Borrower and the 
Agent dated on or about the Closing Date; 
(iii)   receipt by the Agent of the following (each of which 
shall be in form and substance satisfactory to the Agent and its 
counsel, with sufficient copies for each of the Banks): 
(a)     counterparts of this Amendment duly executed on 
behalf of the Borrower, the Agent, and the Majority Banks;
(b)     copies of resolutions of the Board of Directors 
or other authorizing documents of the Borrower, authorizing the 
execution and delivery of this Amendment; and
(iv)    completion of such other matters and delivery of such 
other agreements, documents and certificates as any Bank through the 
Agent may reasonably request.
4. Representations and Warranties.  In order to induce the 
Banks to enter into this Amendment, the Borrower represents and warrants 
to the Agent and each Bank that the following statements are true, 
correct and complete as of the effective date of this Amendment:
(a) Corporate Power and Authority.  The Borrower has all 
requisite corporate power and authority to enter into this Amendment and 
to carry out the transactions contemplated by, and perform its 
obligations under, the Credit Agreement as amended by this Amendment 
(the "Amended Agreement").  The Certificate of Incorporation and Bylaws 
of the Borrower have not been amended since the copies previously 
delivered to the Agent or Banks.  
(b) Authorization of Agreements.  The execution and 
delivery of this Amendment and the performance by the Borrower of the 
Amended Agreement have been duly authorized by all necessary corporate 
action on the part of the Borrower.  
(c) No Conflict.  The execution and delivery by the 
Borrower of this Amendment do not and will not contravene (i) any law or 
any governmental rule or regulation applicable to the Borrower, (ii) the 
Certificate of Incorporation or Bylaws of the Borrower, (iii) any order, 
judgment or decree of any court or other agency of government binding on 
the Borrower, or (iv) any material agreement or instrument binding on 
the Borrower. 
(d) Governmental Consents.  The execution and delivery by 
the Borrower of this Amendment and the performance by the Borrower of 
the Amended Agreement do not and will not require any registration with, 
consent or approval of, or notice to, or other action to, with or by, 
any federal, state or other governmental authority or regulatory body.
(e) Binding Obligation.  This Amendment and the Amended 
Agreement have been duly executed and delivered by the Borrower and are 
the binding obligations of the Borrower, enforceable against the 
Borrower in accordance with their respective terms, except in each case 
as such enforceability may be limited by bankruptcy, insolvency, 
reorganization, liquidation, moratorium or other similar laws and 
equitable principles relating to or affecting creditors' rights.
(f) Incorporation of Representations and Warranties From 
Credit Agreement.  The representations and warranties contained in 
Section 5.1 of the Credit Agreement are correct on and as of the 
effective date of this Amendment as though made on and as of such date 
(except to the extent such representations and warranties expressly 
refer to an earlier date, in which case they were true and correct as of 
such earlier date).
(g) Absence of Default.  After giving effect to this 
Amendment, no event has occurred and is continuing or will result from 
the consummation of the transactions contemplated by this Amendment that 
would constitute an Event of Default or a Potential Event of Default.  
5. Miscellaneous.
(a) Reference to and Effect on the Credit Agreement and 
the Other Loan Documents.  
(i)     On and after the Closing Date, each reference in 
the Credit Agreement to "this Agreement", "hereunder", "hereof", 
"herein" or words of like import referring to the Credit Agreement, and 
each reference in the other Loan Documents to the "Credit Agreement," 
"thereunder", "thereof" or words of like import referring to the Credit 
Agreement, shall mean and be a reference to the Amended Agreement. 
(ii)    Except as specifically amended by this 
Amendment, the Credit Agreement and the other Loan Documents shall 
remain in full force and effect and are hereby ratified and confirmed.  
(iii)   The execution, delivery and performance of this 
Amendment shall not, except as expressly provided herein, constitute a 
waiver of any provision of, or operate as a waiver of any right, power 
or remedy of the Agent or any Bank under the Credit Agreement or any of 
the other Loan Documents. 
(b) Fees and Expenses.  All reasonable and documented 
costs and expenses of the Agent, including, but not limited to, 
reasonable and documented attorneys' fees, incurred by the Agent in the 
preparation and implementation of this Amendment constitute costs and 
expenses in connection with the amendment and restructuring of the Loan 
Documents, and as such are payable by the Borrower in accordance with 
Section 9.5 of the Credit Agreement.  
(c) Headings.  Section and subsection headings in this 
Amendment are included herein for convenience of reference only and 
shall not constitute a part of this Amendment for any other purpose or 
be given any substantive effect. 
(d) Applicable Law.  THIS AMENDMENT SHALL BE GOVERNED BY, 
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL 
LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS 
PRINCIPLES.
(e) Counterparts.  This Amendment 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 an original, but all such counterparts together shall constitute 
but one and the same instrument; signature pages may be detached from 
multiple separate counterparts and attached to a single counterpart so 
that all signature pages are physically attached to the same document. 
[REMAINDER INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement 
to be executed by their respective officers thereunto duly authorized, 
as of the date first above written.
KOMAG, INCORPORATED


By:    /s/ William L. Potts, Jr.                                         
Title:  SVP, CFO                                         


BANKBOSTON, N.A., 
as the Agent and as a Bank


By:   /s/ Anthony Kwee                                          
Title:  Vice President                                        


COMERICA BANK - CALIFORNIA, 
as a Bank

By:                                             
Title:                                          


STANDARD CHARTERED BANK, 
as a Bank

By:    /s/ ???????                                         
Title:  AVP                                        

By:   /s/  ???????                                          
Title:  Vice President                                        


BANQUE NATIONALE DE PARIS, 
as a Bank

By:   /s/ Rafael C. Lumanlan                                          
Title:  Vice President                                        

By:    /s/ Jeffrey S. Kajisa                                         
Title:  Assistant Vice President                                        


FLEET NATIONAL BANK, 
as a Bank

By:                                             
Title:                                          


BANK OF MONTREAL, as a Bank

By:   /s/ ????????                                          
Title:  Portfolio Manager                                        


THE BANK OF NOVA SCOTIA, 
as a Bank


By:    /s/  ??????????                                                 
Title:  RM                                        


UNION BANK OF CALIFORNIA, N.A.,
as a Bank

By:   /s/ Patrick Clemens                                          
Title:  Assistant Vice President