Amendments To The Revolving Credit Loan Agreement

EXHIBIT 10.10


AMENDMENT NUMBER FOUR TO REVOLVING CREDIT LOAN AGREEMENT


THIS AMENDMENT NUMBER FOUR TO REVOLVING CREDIT LOAN AGREEMENT dated as of July 13, 1994 (the "Amendment") is entered into by and between ADAPTEC, INC., a California corporation (the "Borrower"), and COMERICA BANK-CALIFORNIA (formerly known as Plaza Bank of Commerce), a California banking corporation (the "Bank").


WITNESSETH:


WHEREAS, the Borrower and the Bank entered into the Revolving Credit Loan Agreement dated as of June 3, 1992, as amended by Amendment Number One dated as of August 21, 1992, Amendment Number Two dated as of December 31, 1992, and Amendment Number Three dated as of April 29, 1994 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the "Agreement"); and


WHEREAS, the Borrower and the Bank desire to amend the Agreement;


NOW, THEREFORE, in consideration of the premises and the mutual promises herein contained, the Borrower and the Bank agree as follows:


1. Capitalized terms used in this Amendment and not otherwise defined shall have the respective meanings set forth in the Agreement.


2. Section 6.2 of the Agreement is hereby amended to read in its entirety as follows:


'6.2 Stock Acquisition. Purchase, redeem, retire or otherwise acquire
any of the shares of its capital stock, or make any commitment to do so, in
amounts which are, in the aggregate, greater than (a) Thirty Million
Dollars ($30,000,000) in the Borrower's fiscal year ending March 31, 1995,
and (b) Ten Million Dollars ($10,000,000) in any other fiscal year of the
Borrower. Any such amount which is unused in any fiscal year shall not be
available to carry forward for use in any subsequent fiscal year.'


3. The Borrower hereby represents and warrants to the Bank that (a) the representations and warranties contained in the Agreement are true in all material respects on and as of the date of this Amendment, and (b) no Default has occurred and is continuing. 2


4. Except as specifically amended pursuant to the foregoing paragraphs of this 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 Amendment.


5. 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. The Amendment and the Agreement constitute the entire agreement and understanding among the parties hereto and supersede any and all prior agreements and understandings, oral or written, relating to the subject matter hereof. This Amendment shall become effective when executed by each of the parties hereto and delivered to the Bank.


6. This Amendment shall be governed by, and construed and enforced in accordance with, the internal laws of the State of California other than principles of conflicts of laws.


IN WITNESS WHEREOF, the Borrower and the Bank have caused this Amendment to be executed by their duly authorized officers as of the day and year first written above.


ADAPTEC, INC


By: /s/ CHRISTOPHER G. O'MEARA


------------------------------------
Christopher G. O'Meara


Its: Vice President and Treasurer


COMERICA BANK-CALIFORNIA
(formerly known as Plaza)
Bank of Commerce)


By: /s/ LORI EDWARDS


------------------------------------
Lori Edwards


Its: First Vice President


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AMENDMENT NUMBER FIVE TO
REVOLVING CREDIT LOAN AGREEMENT


THIS AMENDMENT NUMBER FIVE TO REVOLVING CREDIT LOAN AGREEMENT dated as of September 21, 1994 (the "Amendment") is entered into by and between ADAPTEC, INC., a California corporation (the "Borrower"), and COMERICA BANK-CALIFORNIA (formerly known as Plaz ...