SECOND EXTENSION AND MODIFICATION OF CREDIT AGREEMENT
This SECOND EXTENSION AND MODIFICATION OF CREDIT AGREEMENT,
dated as of September 18, 1997 (this "Second Extension and Modification"), is
entered into by and among QUANTUM CORPORATION, a Delaware corporation (the
"Company"), the several financial institutions party to this Second Extension
and Modification (collectively, the "Banks," and, each individually, a "Bank"),
and THE SUMITOMO BANK, LIMITED, acting through its San Xxxxxxxxx Xxxxxx, as
agent for the Banks (in such capacity, the "Agent") and as Issuer. Capitalized
terms used herein and not otherwise defined herein have the meanings given such
terms in the Credit Agreement (as defined below).
WHEREAS the Company, The Sumitomo Bank, Limited, acting
through its San Xxxxxxxxx Xxxxxx, The Fuji Bank, Limited, acting through its San
Francisco Agency, The Industrial Bank of Japan, Limited, acting through its San
Francisco Agency, the Agent and the Issuer entered into that certain Credit
Agreement, dated as of September 22, 1995 (as amended, supplemented or otherwise
modified prior to the date hereof, the "Credit Agreement"), providing, among
other things, a letter of credit facility to the Company upon, and subject to,
the terms and conditions set forth in the Credit Agreement; and
WHEREAS, prior to the date hereof, each of Banque Nationale de
Paris, acting through its San Xxxxxxxxx Xxxxxx, and the Mitsubishi Trust and
Banking Corporation, acting through its Los Angeles Agency, became a "Bank" for
all purposes of the Credit Agreement, including executing in its respective
capacity as a Bank that certain Extension and Modification of Credit Agreement
dated as of September 19, 1996; and
WHEREAS the Company has requested, and the Banks, the Agent
and the Issuer have agreed to, the extension of the letter of credit facility
under the Credit Agreement upon the terms and conditions set forth in the Credit
Agreement, as extended and modified by this Second Extension and Modification;
and
WHEREAS The Fuji Bank, Limited, acting through its San
Francisco Agency, wishes to assign and delegate its rights and obligations as a
Bank for all purposes under the Credit Agreement and The Sumitomo Bank, Limited,
acting through its San Xxxxxxxxx Xxxxxx, is willing to assume 100.0% of The Fuji
Bank, Limited Commitment as a Bank under the Credit Agreement; and
WHEREAS The Industrial Bank of Japan, Limited, acting through
its San Francisco Agency, wishes to assign and delegate its rights and
obligations with respect to 27.272727273% of The Industrial Bank of Japan,
Limited Commitment as a Bank for all purposes under the Credit Agreement (such
portion of The Industrial Bank of Japan, Limited Commitment, the "IBJ
Commitment") and The Sumitomo Bank, Limited, acting through its San Xxxxxxxxx
Xxxxxx, is willing to assume the IBJ Commitment as a Bank under the Credit
Agreement;
NOW, THEREFORE, in consideration of these premises, the mutual
agreements, provisions and covenants contained herein, and in order to induce
the Banks to extend the term of the letter of credit facility, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
ARTICLE 1. AMENDMENTS.
Effective as of the Effective Date (as defined in Section
1.1.2 below), the Company, the Banks, the Agent and the Issuer hereby agree that
the Credit Agreement is hereby amended, prospectively and not retroactively, as
follows:
1.1 Section 1.1. Section 1.1 of the Credit Agreement is hereby
amended as follows:
1.1.1 Additional Definitions. The following
definition is hereby added, alphabetically:
""Second Extension and Modification" means that certain Second
Extension and Modification of Credit Agreement, dated as of September
18, 1997, by and among the Company, the Agent, the Issuer and the banks
and financial institutions signatory thereto, as such may be amended,
restated, modified or supplemented from time to time."
1.1.2 "Effective Date." The definition of "Effective
Date" set forth in the Credit Agreement is hereby deleted in its
entirety and the following substituted therefor:
""Effective Date" means the date on which all conditions
precedent to the effectiveness of the Second Extension and Modification
set forth in Section 3.1 thereof have been satisfied."
1.1.3 "Existing Credit Facility." The definition of
"Existing Credit Facility" set forth in the Credit Agreement is hereby
deleted in its entirety and the following substituted therefor:
""Existing Credit Facility" means that certain Credit
Agreement dated as of June 6, 1997, by and among the Company, as
borrower; the financial institutions from time to time listed on
Schedule I thereto (the "Banks"); ABN AMRO Bank N.V., San Francisco
International Branch ("ABN") and CIBC Inc. ("CIBC") as co-arrangers for
the Banks; Canadian Imperial Bank of Commerce, as administrative agent
for the Banks; Bank of America National Trust and Savings Association,
as documentation agent for the banks; ABN as syndication agent for the
Banks; and BankBoston, N.A., The Bank of Nova Scotia, Fleet National
Bank, and The Industrial Bank of Japan, Limited, as co-
2
agents for the Banks (as the same may be amended, supplemented,
restated or otherwise modified from time to time)."
1.1.4 "Material Subsidiary." Clause (d) of the
definition of "Material Subsidiary" set forth in the Credit Agreement
is hereby deleted and the following substituted therefor:
"(d) each other Subsidiary of the Company which has assets with a total
book value greater than ten percent (10%) of the consolidated total
assets of the Company and its Subsidiaries, each determined as of the
end of the fiscal quarter immediately preceding the date of
determination."
1.1.5 "Outstanding Letters of Credit." The definition
of "Outstanding Letters of Credit" set forth in the Credit Agreement is
hereby deleted in its entirety and the following substituted therefor:
"Outstanding Letters of Credit" means all letters of credit
issued pursuant to the Credit Agreement prior to the Effective Date of
the Second Extension and Modification and which are still outstanding
as of the Effective Date, as set forth on Schedule 1.1(a) hereto."
1.2 Section 2.4. (a) Subparagraph (b) of Section 2.4 of the
Credit Agreement is hereby amended by deleting the term "1.00%" and substituting
therefore the term "0.36%"; and by deleting the words "September 30, 1996" and
substituting therefore the words "September 30, 1997".
(b) Section 2.4(c) is hereby deleted in its entirety
and the following substituted therefor:
"(c) Extension Fees. The Company shall pay to the Agent (i)
for the ratable benefit of the Banks, a one-time facility extension fee
in the amount of $42,500, and (ii) for the account of the Agent and the
Issuer, an administrative extension fee in such amount as separately
agreed to by a letter between the Agent and the Company, dated as of
the date of the Second Extension and Modification."
1.3 Section 2.14. Subparagraph (b) of Section 2.14 of the
Credit Agreement is hereby amended by deleting the words "September 22, 1998"
and substituting therefore the words "September 22, 1999".
1.4 Section 6.1(a). Section 6.1(a) is hereby amended by
deleting from "in each case together with:" in the sixth line of Section 6.1
through "(ii)" in the twelfth line of Section 6.1 and substituting therefor
"together with".
1.5 Section 6.8. Section 6.8 is hereby deleted in its entirety
and the following substituted therefor:
3
"6.8 Net Worth. The Company shall maintain a Net
Worth determined as of the end of any fiscal quarter which occurs after
June 29, 1997 of no less than the sum of (a) $820,000,000, plus (b)
seventy-five percent (75%) of Net Income, accrued quarterly, plus (c)
seventy-five percent (75%) of the net proceeds of all equity from the
conversion of existing subordinated indebtedness or a secondary
offering of stock having net proceeds to the Company in excess of $10
million, minus (d) the lesser of (i) the aggregate amount paid by the
Company to repurchase its capital stock and (ii) $50,000,000."
1.6 Section 6.9. Section 6.9 is hereby deleted in its entirety
and the following substituted therefor:
"6.9 Quick Ratio. The Company shall not permit its
Quick Ratio to be less than 0.75 to 1.0 as of the end of any fiscal
quarter."
1.7 Schedule 1.1(a). Schedule 1.1(a) of the Credit Agreement
is hereby amended and revised in its entirety as set forth on Schedule 1.1(a)
attached to this Second Extension and Modification.
1.8 Schedule 2.1. Schedule 2.1 of the Credit Agreement is
hereby amended and revised in its entirety as set forth on Schedule 2.1 attached
to this Second Extension and Modification.
ARTICLE 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
2.1 Representations and Warranties. The Company hereby
represents and warrants to the Agent, the Issuer and each Bank, as of the date
hereof, on the Effective Date and on the date of each Credit Extension
concurrent with or subsequent to the date hereof, as follows:
(a) Credit Agreement Representations and Warranties.
All representations and warranties of the Company contained in Article
V of the Credit Agreement are true and correct in all material respects
on and as of the date hereof and as of the Effective Date as though
made on and as of said dates.
(b) Litigation. As of the date hereof and as of the
Effective Date, except as specifically disclosed in the Company's Form
10K for the year ended March 31, 1997, or its Form 10Q for the quarter
ended June 29, 1997, on file with the Securities and Exchange
Commission and previously provided to the Agent, the Issuer and the
Banks, there are no actions, suits, proceedings, claims or disputes
pending, or to the best knowledge of the Company, threatened or
contemplated, at law, in equity, in arbitration or before any
Governmental Authority, against the Company or any of its properties
which, if determined adversely to the Company, would reasonably be
expected to have a Material Adverse Effect.
4
(c) Material Adverse Effect. Since March 31, 1997,
the date of the most recent audited financial statements provided by
the Company to the Agent and the Banks, there has been no Material
Adverse Effect.
(d) Financial Statements. The Company has delivered
to the Agent and each of the Banks copies of the unaudited consolidated
balance sheet of the Company as at the end of, and its related
unaudited consolidated statements of income, changes in shareholder's
equity and cash flow of the Company for, the quarterly period ended
June 29, 1997, certified by the Chief Financial Officer or Controller
of the Company. Such financial statements have been accurately prepared
from the books and records of the Company. There are no material
liabilities, contingent or otherwise, of the Company as of such date,
not reflected in such balance sheet of the Company as of such date.
Since such date, there have not been any changes (whether or not
covered by insurance) in assets, liabilities or financial position of
the Company from those set forth in such balance sheet of the Company
as of such date, other than changes in the ordinary course of business
which have not, either individually or in the aggregate, been
materially adverse. The Company does not know of any fact (other than
matters of a general economic nature) that materially affects adversely
the business, operations or properties of the Company, or the ability
of the Company to perform its obligations under this Extension and
Modification or the Credit Agreement (as extended and modified hereby).
(e) No Event of Default. No event has occurred and is
continuing, or would result from the extension or issuance of any
Letter of Credit or any other transaction contemplated hereby or under
the Credit Agreement (as extended and modified hereby), which
constitutes a Default or an Event of Default.
(f) Due Organization. The Company is a duly organized
corporation created under the laws of Delaware, has the requisite power
to carry on its present and proposed activities, and has full power,
right and authority (i) to enter into, execute and deliver this Second
Extension and Modification and (ii) to perform and observe the terms
and provisions of this Second Extension and Modification and the Credit
Agreement (as extended and modified hereby).
(g) Compliance with Documents. The Company is in full
compliance with all of the material terms and conditions of the Credit
Agreement as amended to the date hereof.
(h) Due Authorization. The Company has taken or
caused to be taken all requisite corporate action to authorize (i) the
extension, issuance, execution and delivery of, and the performance of
its obligations under, this Second Extension and Modification, the
Credit Agreement (as extended and modified hereby), and any and all
instruments, certificates and documents required to be executed or
delivered pursuant to or in connection herewith or therewith, and (ii)
the consummation by the Company of the transactions contemplated under
each of the foregoing documents.
5
(i) Corporate Power; No Violation. The execution and
delivery of, and performance by the Company of its obligations under,
this Second Extension and Modification, the Credit Agreement (as
extended and modified hereby), and any and all instruments or documents
required to be executed in connection herewith or therewith, were and
are within the powers of the Company and will not violate any provision
of any applicable law, regulation, decree or governmental
authorization, or its bylaws, and will not violate or cause a default
under any provision of any contract, agreement, mortgage, indenture or
other undertaking to which it is a party or which is binding upon it or
any of its property or assets, and will not result in the imposition or
creation of any lien, charge or encumbrance upon any of its properties
or assets pursuant to the provisions of any such contract, agreement,
mortgage, indenture or undertaking.
(j) Licenses, Approvals. All authorizations,
licenses, consents, approvals and undertakings which are required to be
obtained by the Company under any applicable law in connection with the
execution, delivery and performance of, and the legality, validity,
binding effect and enforceability of the Company's obligations under,
or in connection with, this Second Extension and Modification and the
Credit Agreement (as extended and modified hereby) have been duly
obtained or made and all such authorizations, licenses, consents,
approvals and undertakings are in full force and effect.
(k) Binding Obligations. This Second Extension and
Modification and the Credit Agreement (as extended and modified hereby)
constitute the valid and legally binding obligations of the Company,
which obligations are enforceable in accordance with their respective
terms.
ARTICLE 3. CONDITIONS TO EFFECTIVENESS
3.1 Conditions of Extension/Initial Credit Extension. The
obligation of the Issuer to make an initial Credit Extension under this Second
Extension and Modification, the effectiveness of the amendments set forth in
Article I hereof, and the obligations of the Banks to extend the original term
of the Credit Agreement and to make available a letter of credit facility to the
Company according to the terms of the Credit Agreement, as extended and modified
by this Second Extension and Modification, are subject to the condition that the
Agent shall have confirmed satisfaction of each of the conditions precedent set
forth in this Section 3.1 on or before September 18, 1997:
(a) the Agent shall have received each of the
certificates, opinions and other documents set forth at Section 4.1,
subsections (a), (b) and (d) of the Credit Agreement as though such
subsections were set forth herein in full and made applicable as of the
Effective Date to this Second Extension and Modification and the Credit
Agreement (as extended and modified hereby), each such certificate,
opinion or other document in form and substance satisfactory to the
Agent and in sufficient number for the Issuer and each Bank.
6
(b) as of the Effective Date, no Default or Event of
Default shall have occurred or be continuing;
(c) the Company shall have paid all costs, accrued
and unpaid fees and expenses (including legal fees and expenses) to the
extent then due and payable on the Effective Date, including any
arising under subsections 2.4(b) and (c) of the Credit Agreement as
applied to this Second Extension and Modification and as extended and
modified hereby, provided that, any legal fees and expenses arising
under Section 4.5 hereof shall be paid in accordance with such Section
4.5;
(d) the Agent shall have received evidence
satisfactory to the Agent that all interest fees, costs and any and all
other amounts due and owing by the Company under the Outstanding
Letters of Credit or the Credit Agreement through the Effective Date
have been paid in full; and
(e) such other documents as the Agent may reasonably
request.
3.2 Extension of Outstanding Letters of Credit. The parties
hereto agree that, upon satisfaction of the conditions precedent set forth in
Section 3.1 hereof, each Outstanding Letter of Credit shall be amended and
extended for a period ending no later than six (6) months after the expiry date
of such Outstanding Letter of Credit immediately prior to such amendment and
extension.
ARTICLE 4. MISCELLANEOUS PROVISIONS
4.1 No Waiver. Nothing contained herein or in any other
instrument or document executed in connection herewith, nor any action taken by
the Agent, the Issuer or any Bank in connection with this Second Extension and
Modification or any other action contemplated hereby or thereby shall in any
event be construed or deemed to constitute a waiver of any past, present or
future Default or Event of Default (including any Default or Event of Default
relating in any way to matters previously advised to the Agent in writing or of
which the Agent has notice) or a waiver or an estoppel of any cause of action
the Agent, the Issuer or any Bank may have against the Company or any other
party for any reason whatsoever.
4.2 Full Force and Effect. Except as specifically modified by
this Second Extension and Modification, all of the terms and provisions of the
Credit Agreement shall remain in full force and effect. The term "Agreement" as
used in the Credit Agreement and all related documents shall mean the Credit
Agreement as extended and modified hereby.
4.3 Obligations Binding/Parties to the Credit Agreement. The
terms and conditions of this Second Extension and Modification and the Credit
Agreement (as extended and modified hereby) and the obligations created
hereunder and thereunder shall be binding upon and enforceable against the
parties hereto. Pursuant to a separate assignment, The Sumitomo Bank, Limited,
shall assume all rights and obligations arising on and after the date hereof of,
respectively, (a) The Fuji Bank, Limited, as a Bank under the Credit Agreement,
7
and (b) The Industrial Bank of Japan, Limited, as a Bank under the Credit
Agreement to the extent of the IBJ Commitment. Without limiting the generality
of the foregoing, The Sumitomo Bank, Limited, shall be entitled to receive from
the Agent its ratable share of the facility extension fee (including that
portion applicable to The Fuji Bank, Limited Commitment and the IBJ Commitment)
as described in Section 2.4(c)(i) of the Credit Agreement (as extended and
modified hereby as of the Effective Date). The term "Bank" as set forth and
defined in the Credit Agreement (as extended and modified hereby, and
specifically as modified by this Section 4.3) shall mean each Bank that is a
party hereto.
4.4 No Third Parties Benefitted. This Second Extension and
Modification and any instruments or other documents connected therewith are made
and entered into for the sole protection and legal benefit of the Company, the
Banks, the Issuer and the Agent, and their permitted successors and assigns, and
no other Person shall be a direct or indirect legal beneficiary of, or have any
direct or indirect cause of action or claim in connection with, this Second
Extension and Modification.
4.5 Expenses. Without limiting any provision of the Credit
Agreement, the Company agrees to pay promptly, and in all events within ten (10)
days of invoice, all reasonable costs and expenses of the Agent and the
reasonable costs and expenses of the Agent's legal counsel in connection with
the preparation, negotiation, execution, delivery and administration of this
Second Extension and Modification and the transactions contemplated hereby.
4.6 Bank Authority and Obligations. Each Bank represents and
warrants to the Issuer that (i) it has full power, authority and legal right to
execute and deliver this Second Extension and Modification and participate in
the Letters of Credit as provided herein and under the Credit Agreement (as
extended and modified hereby), and to perform and observe the terms and
conditions hereof and thereof; (ii) it has taken all necessary legal and
corporate action to authorize the execution and delivery of this Second
Extension and Modification and the performance and observance of the terms and
conditions hereof and of the Credit Agreement (as extended and modified hereby);
and (iii) this Second Extension and Modification and the Credit Agreement (as
extended and modified hereby) constitute the legal, valid and binding obligation
of such Bank, enforceable in accordance with the terms hereof and thereof,
except as such enforceability may be limited by application of any bankruptcy,
receivership, conservatorship, reorganization or other similar laws for the
relief of debtors, or by application of general principles of equity.
4.7 Governing Law. This Second Extension and Modification
shall be governed by and construed in accordance with the laws of the State of
California.
4.8 Successors and Assigns. The provisions of this Second
Extension and Modification, the Credit Agreement (as extended and modified
hereby), and any other document, instrument or agreement required hereunder or
thereunder, shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, except that the Company may not
assign or transfer any of its rights or obligations under or in connection with
this Second Extension and Modification, the Credit Agreement (as extended and
modified hereby), or any other document, instrument or agreement required
8
hereunder or thereunder, without the prior written consent of the Agent, the
Issuer and each Bank.
4.9 Severability. The illegality or unenforceability of any
provision of this Second Extension and Modification, the Credit Agreement or any
other document or any other instrument or agreement required hereunder or
thereunder shall not in any way affect or impair the legality or enforceability
of the remaining provisions of this Second Extension and Modification, the
Credit Agreement or such other document or any other instrument or agreement
required hereunder or thereunder.
4.10 Counterparts. This Second Extension and Modification may
be executed by one or more of the parties hereto in any number of separate
counterparts, each of which, when so executed shall be deemed an original, and
all of said counterparts taken together shall be deemed to constitute but one
and the same instrument. A set of the copies of this Second Extension and
Modification signed by all the parties shall be lodged with the Company and the
Agent.
9
IN WITNESS WHEREOF, the parties hereto have caused this Second
Extension and Modification to be duly executed and delivered in San Francisco,
California by their proper and duly authorized officers as of the day and year
first above written.
QUANTUM CORPORATION Address for notices:
000 XxXxxxxx Xxxxxxxxx
Xxxxxxxx, XX 00000
Attn: G. Xxxxxx XxXxxxxx, Vice
President of Finance and
Treasurer
By: /s/ X. X. XxXxxxxx Telephone: (000) 000-0000
------------------------ Fax: (000) 000-0000
Title: Vice President Finance & Treasurer
----------------------------------
THE SUMITOMO BANK, LIMITED, Address for notices:
ACTING THROUGH ITS SAN XXXXXXXXX XXXXXX
as Agent San Xxxxxxxxx Xxxxxx
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxxx X. Xxxxxx
By: /s/ Xxxx Xxxxxx Telephone: (000) 000-0000
------------------------ Fax: (000) 000-0000
Title: General Manager
----------------------------- Address for payments to Agent:
By: /s/ X. X. Xxxxxx Sumitomo Bank of California
------------------------ San Francisco, California
Title: A. V. P. ABA No. 000-000-000
----------------------------- To the account of The Sumitomo Bank,
Limited, San Xxxxxxxxx Xxxxxx
Reference: Quantum LC
Attn: Xxxxx X. Xxxxxx
S-1
THE SUMITOMO BANK, LIMITED, Address for notices:
ACTING THROUGH ITS SAN XXXXXXXXX XXXXXX
as Issuer San Xxxxxxxxx Xxxxxx
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxxx X. Xxxxxx
By: /s/ Xxxx Xxxxxx Telephone: (000) 000-0000
------------------------ Fax: (000) 000-0000
Title: General Manager
----------------------------- Address for payments to Issuer:
By: /s/ X. X. Xxxxxx Sumitomo Bank of California
------------------------ San Francisco, California
Title: A. V. P. ABA No. 000-000-000
----------------------------- To the account of The Sumitomo Bank,
Limited, San Xxxxxxxxx Xxxxxx
Reference: Quantum LC
Attn: Xxxxx X. Xxxxxx
BANKS
THE SUMITOMO BANK, LIMITED, Address for notices:
ACTING THROUGH ITS SAN XXXXXXXXX XXXXXX
San Xxxxxxxxx Xxxxxx
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
By: /s/ Xxxx Xxxxxx Attn: Xxxxx X. Xxxxxx
------------------------ Telephone: (000) 000-0000
Title: General Manager Fax: (000) 000-0000
-----------------------------
By: /s/ X. X. Xxxxxx
------------------------
Title: A. V. P.
-----------------------------
S-2
BANQUE NATIONALE DE PARIS, Address for notices:
ACTING THROUGH ITS
SAN XXXXXXXXX XXXXXX
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxxx
By: /s/ Xxxxxx X. Xxxxxxxx Telephone: (000) 000-0000
------------------------ Fax: (000) 000-0000
Title: Xxxxxx X. Xxxxxxxx
-----------------------------
Vice President
By: /s Xxxxxxx X. Day
------------------------
Title: Xxxxxxx X. Day
-----------------------------
Assistant Vice President
THE MITSUBISHI TRUST AND BANKING Address for notices:
CORPORATION, ACTING THROUGH
ITS LOS ANGELES AGENCY
000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000
Attn: Xxxx X. Xxxx
By: /s/ Yasushi Satomi Telephone: (000) 000-0000
------------------------ Fax: (000) 000-0000
Title: Yasushi Satomi
-----------------------------
Senior Vice President
S-3
Schedule 1.1(a)
to Credit Agreement,
dated as of September 22, 1995
(as extended and modified by that certain
Extension and Modification of Credit Agreement,
dated as of September 19, 1996,
as further extended and modified by that certain
Second Extension and Modification of Credit Agreement,
dated as of September 18, 1997)
concerning
Quantum Corporation
OUTSTANDING LETTERS OF CREDIT
1. Irrevocable Letter of Credit No. G/SFB-400290, dated
September 22, 1995, in the amount of U.S. $77,000,000 for
the account of Quantum Corporation, in favor of
Matsushita-Kotobuki Electronics Industries, Ltd., as
amended by certain Amendment No. 1 to Irrevocable Letter of
Credit No. G/SFB-400290, dated as of March 18, 1996, and
that certain Amendment No. 2 to Irrevocable Letter of
Credit No. G/SFB-400290, as Amended, dated as of September
20, 1996, and that certain Amendment No. 3 to Irrevocable
Letter of Credit No. G/SFB-400290, as Amended, dated as of
March 20, 1997.
2. Irrevocable Letter of Credit No. G/SFB-400291, dated
September 22, 1995, in the amount of U.S. $8,000,000 for
the account of Quantum Corporation, in favor of
Ireland-Kotobuki Electronics Industries, Ltd., as amended
by that certain Amendment No. 1 to Irrevocable Letter of
Credit No. G/SFB-400291, dated as of March 18, 1996, and
that certain Amendment No. 2 to Irrovocable Letter of
Credit No. G/SFB-400291, as Amended, dated as of September
20, 1996, and that certain Amendment No. 3 to Irrevocable
Letter of Credit No. G/SFB-400291, as Amended, dated as of
March 20, 1997.
Schedule 2.1
to Credit Agreement
dated as of September 22, 1995
(as extended and modified by that certain
Extension and Modification of Credit Agreement,
dated as of September 19, 1996,
as futher extended and modified by that certain
Second Extension and Modification of Credit Agreement,
dated as of September 18, 1997)
concerning
Quantum Corporation
and
The Sumitomo Bank, Limited,
acting through its San Xxxxxxxxx Xxxxxx
as Agent and Issuer of letters of credit
in an aggregate amount not to exceed $85,000,000
(as such aggregate amount may be reduced pursuant
to Section 2.6 hereof)
COMMITMENTS
Participating Percentage
Banks Commitment Share
Banque Nationale de Paris, $ 15,000,000 17.647058824%
San Xxxxxxxxx Xxxxxx
The Industrial Bank of Japan, Limited . $ 20,000,000 23.529411765%
San Francisco Agency
The Mitsubishi Trust and Banking $ 20,000,000 23.529411765%
Corporation, Los Angeles Agency
The Sumitomo Bank, Limited $ 30,000,000 35.294117646%
San Xxxxxxxxx Xxxxxx
------------ --------------
$ 85,000,000 100.000000000%
