EXECUTION VERSION
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as
of August 31, 1999, is entered into by and among:
(1) QUANTUM CORPORATION, a Delaware corporation ("Borrower");
(2) Each of the financial institutions listed in Schedule I to
the Credit Agreement referred to in Recital A below (collectively, the
"Banks") that execute this Amendment; and
(3) CANADIAN IMPERIAL BANK OF COMMERCE, as administrative
agent for the Banks (in such capacity, "Administrative Agent").
RECITALS
A. Each of (i) Borrower, (ii) the Banks, (iii) Administrative Agent,
(iv) ABN AMRO Bank, N.V ("ABN"), and CIBC Inc., as co-arrangers for the Banks,
(v) ABN, as syndication agent for the Banks, (vi) Bank of America, N.A.
(formerly known as Bank of America National Trust and Savings Association), as
documentation agent for the Banks, and (vii) BankBoston, N.A., The Bank of Nova
Scotia, Fleet National Bank and The Industrial Bank of Japan, Limited, as
co-agents for the Banks, are parties to a Credit Agreement dated as of June 6,
1997, as amended by that certain First Amendment to Credit Agreement dated as of
June 26, 1998 and as further amended by that certain Second Amendment to Credit
Agreement dated as of December 18, 1998 (as amended, the "Credit Agreement").
B. Borrower has requested Administrative Agent and the Banks to amend
the Credit Agreement in certain respects.
C. The Banks executing this Amendment and Administrative Agent are
willing so to amend the Credit Agreement upon the terms and subject to the
conditions set forth below.
AGREEMENT
NOW, THEREFORE, in consideration of the above recitals and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Borrower and the Banks executing this Amendment and Administrative
Agent hereby agree as follows:
1. Definitions, Interpretation. All capitalized terms defined above and
elsewhere in this Amendment shall be used herein as so defined. Unless otherwise
defined herein, all other capitalized terms used herein shall have the
respective meanings given to those terms in the Credit Agreement, as amended by
this Amendment. The rules of construction set forth in Section I of the Credit
Agreement shall, to the extent not inconsistent with the terms of this
Amendment, apply to this Amendment and are hereby incorporated by reference.
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2. Amendment to Credit Agreement. Subject to the satisfaction of the
conditions set forth in Paragraph 4 below, Subparagraph 5.02(f) of the Credit
Agreement is hereby amended by changing clause (iv) thereof to read in its
entirety as follows:
(iv) Borrower may purchase Equity Securities pursuant to stock
repurchase programs, provided that the aggregate payments under such
programs do not exceed (A) during fiscal year 1999, twenty-three
percent (23%) of Tangible Net Worth as determined as of the fiscal
quarter ending Xxxxx 00, 0000, (X) during fiscal year 2000, twenty
percent (20%) of Tangible Net Worth as determined as of the fiscal
quarter ending June 27, 1999, and (C) during all other fiscal years
until the Maturity Date, ten percent (10%) of Tangible Net Worth as
determined as of the fiscal quarter immediately preceding the date of
determination;
3. Representations and Warranties. Borrower hereby represents and
warrants to Administrative Agent and the Banks that the following are true and
correct on the date of this Amendment and that, after giving effect to the
amendment set forth in Paragraph 2 above, the following will be true and correct
on the Effective Date (as defined below):
(a) The representations and warranties of Borrower and its
Subsidiaries set forth in Paragraph 4.01 of the Credit Agreement and
in the other Credit Documents are true and correct in all material
respects as if made on such date (except for representations and
warranties expressly made as of a specified date, which shall be true
and correct in all material respects as of such date);
(b) No Default or Event of Default has occurred and is
continuing; and
(c) Each of the Credit Documents is in full force and effect.
(Without limiting the scope of the term "Credit Documents," Borrower expressly
acknowledges in making the representations and warranties set forth in this
Paragraph 3 that, on and after the date hereof, such term includes this
Amendment.)
4. Effective Date. The amendment effected by Paragraph 2 above shall
become effective on August 31, 1999 (the "Effective Date"), subject to receipt
by Administrative Agent and the Banks on or prior to the Effective Date of the
following, each in form and substance satisfactory to Administrative Agent, the
Banks executing this Amendment and their respective counsel:
(a) This Amendment duly executed by Borrower, the Majority
Banks and Administrative Agent;
(b) A Certificate of the Secretary or an Assistant Secretary
of Borrower, dated the Effective Date, certifying that (i) the
Certificate of Incorporation and Bylaws of Borrower, in the form
delivered to Administrative Agent on the Closing Date, are in full
force and effect and have not been amended, supplemented, revoked or
repealed since such date, (ii) that the resolution of Borrower, in the
form delivered to Administrative Agent on the Closing Date, is in full
force and effect and has not been amended,
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supplemented, revoked or repealed since such date, and (iii) the
incumbency, signatures and authority of the officers of Borrower
authorized to execute, deliver and perform the Credit Agreement, this
Amendment, the other Credit Documents and all other documents,
instruments or agreements relating thereto executed or to be executed
by Borrower and indicating each such officer which is an Executive
Officer or Authorized Financial Officer; and
(d) Such other evidence as Administrative Agent or any Bank
executing this Amendment may reasonably request to establish the
accuracy and completeness of the representations and warranties and
the compliance with the terms and conditions contained in this
Amendment and the other Credit Documents.
5. Effect of this Amendment. On and after the Effective Date, each
reference in the Credit Agreement and the other Credit Documents to the Credit
Agreement shall mean the Credit Agreement as amended hereby. Except as
specifically amended above, (a) the Credit Agreement and the other Credit
Documents shall remain in full force and effect and are hereby ratified and
confirmed and (b) the execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power, or remedy of the Banks or Administrative Agent, nor constitute a
waiver of any provision of the Credit Agreement or any other Credit Document.
6. Miscellaneous.
(a) Counterparts. This Amendment may be executed in any number
of identical counterparts, any set of which signed by all the parties
hereto shall be deemed to constitute a complete, executed original for
all purposes.
(b) Headings. Headings in this Amendment are for convenience
of reference only and are not part of the substance hereof.
(c) Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of California
without reference to conflicts of law rules.
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IN WITNESS WHEREOF, Borrower, Administrative Agent, Syndication Agent,
Documentation Agent and the Banks executing this Amendment have caused this
Amendment to be executed as of the day and year first above written.
QUANTUM CORPORATION, as Borrower
By: /s/ Xxxxxx Xxxxxx
---------------------------------
Name: Xxxxxx Xxxxxx
---------------------------------
Title: Vice President,
Finance &
General Counsel
---------------------------------
CANADIAN IMPERIAL BANK OF COMMERCE,
as Administrative Agent
By: /s/ Xxxx X. Xxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxx
---------------------------------
Title: Managing Director,
CIBC World Markets
Corp., AS AGENT
---------------------------------
ABN AMRO BANK N.V., as a Bank
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Name: Xxxxx X. Xxxxx
---------------------------------
Title: Vice President
---------------------------------
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxxxx
---------------------------------
Title: Senior Vice President
---------------------------------
BANKBOSTON, N.A., as a Bank
By: /s/ Xxx X. Xxxxxx-Xxxxxxx
---------------------------------
Name: Xxx X. Xxxxxx-Xxxxxxx
---------------------------------
Title: Director
---------------------------------
BANK OF AMERICA, N.A., as a Bank
By: /s/ Xxxxx Xx Xxxxx
---------------------------------
Name: Xxxxx Xx Xxxxx
---------------------------------
Title: Managing Director
---------------------------------
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BANQUE NATIONALE DE PARIS, as a Bank
By: /s/ Xxxxxxx X. XxXxxxxxxxx
---------------------------------
Name: Xxxxxxx X. XxXxxxxxxxx
---------------------------------
Title: Vice President
---------------------------------
By: /s/ Xxxxxxxx X. Xxx
---------------------------------
Name: Xxxxxxxx X. Xxx
---------------------------------
Title: Vice President
---------------------------------
CIBC INC., as a Bank
By: /s/ Xxxx X. Xxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxx
---------------------------------
Title: Managing Director,
CIBC World Markets
Corp., AS AGENT
---------------------------------
DEUTSCHE BANK A.G., NEW YORK AND/OR
CAYMAN ISLANDS BRANCHES, as a Bank
By:
---------------------------------
Name:
---------------------------------
Title:
---------------------------------
By:
---------------------------------
Name:
---------------------------------
Title:
---------------------------------
FLEET NATIONAL BANK, as a Bank
By: /s/ Xxxxxx X. Xxxxxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
---------------------------------
Title: Senior Vice President
---------------------------------
GENERAL ELECTRIC CAPITAL CORPORATION,
as a Bank
By:
---------------------------------
Name:
---------------------------------
Title:
---------------------------------
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KEYBANK NATIONAL ASSOCIATION,
as a Bank
By: /s/ Xxxxx X. XxXxxxx
---------------------------------
Name: Xxxxx X. XxXxxxx
---------------------------------
Title: Senior Vice President
---------------------------------
MELLON BANK, as a Bank
By: /s/ Xxxxxxxx X. Xxxx
---------------------------------
Name: Xxxxxxxx X. Xxxx
---------------------------------
Title: Vice President
---------------------------------
PARIBAS, as a Bank
By: /s/ Xxxx Xxxxxx
---------------------------------
Name: Xxxx Xxxxxx
---------------------------------
Title: Director
---------------------------------
By: /s/ Xxxxxxxx Xxxxx
---------------------------------
Name: Xxxxxxxx Xxxxx
---------------------------------
Title: Vice President
---------------------------------
ROYAL BANK OF CANADA, as a Bank
By:
---------------------------------
Name:
---------------------------------
Title:
---------------------------------
SANWA BANK LIMITED,
LOS ANGELES BRANCH, as a Bank
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Name: Xxxxx X. Xxxxx
---------------------------------
Title: First Vice President
---------------------------------
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XXX XXXX XX XXXX XXXXXX, as a Bank
By: /s/ Xxxxx Xxxxxx
---------------------------------
Name: Xxxxx Xxxxxx
---------------------------------
Title: Relationship Manager
---------------------------------
THE FUJI BANK, LIMITED, as a Bank
By: /s/ Xxxxxxxx Xxxxxx
---------------------------------
Name: Xxxxxxxx Xxxxxx
---------------------------------
Title: SVP & GH
---------------------------------
THE INDUSTRIAL BANK OF
JAPAN, LIMITED, as a Bank
By: /s/ Xxx Xxxxx
---------------------------------
Name: Xxx Xxxxx
---------------------------------
Title: Senior Vice President
and Manager
---------------------------------
THE MITSUBISHI TRUST AND
BANKING CORPORATION, LOS ANGELES
AGENCY, as a Bank
By: /s/ Xxxxxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxxxxx Xxxxxxx
---------------------------------
Title: Senior Vice President
---------------------------------
THE SUMITOMO BANK, LIMITED, as a Bank
By: /s/ Xxxx Xxxxxxx
---------------------------------
Name: Xxxx Xxxxxxx
---------------------------------
Title: Vice President
---------------------------------
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XXXXX XXXX XX XXXXXXXXXX, N.A.,
as a Bank
By: /s/ Xxxxx Xxxxxx
---------------------------------
Name: Xxxxx Xxxxxx
---------------------------------
Title: Vice President
---------------------------------
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