EXHIBIT 10.1
FOURTH AMENDMENT TO CREDIT AGREEMENT
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1. Reference is made to that certain Credit Agreement dated as of
June 6, 1997 (the "Credit Agreement"), as amended by that certain First
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Amendment to Credit Agreement dated as of June 26, 1998, as further amended by
that certain Second Amendment to Credit Agreement dated as of December 18, 1998
and as further amended by that certain Third Amendment to Credit Agreement dated
as of August 31, 1999 by and among Quantum Corporation, a Delaware corporation
(the "Borrower"), each of the financial institutions listed in Schedule I to the
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Credit Agreement (individually, a "Bank" and, collectively, the "Banks"),
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Canadian Imperial Bank of Commerce, as administrative agent for the Banks (in
such capacity, "Administrative Agent"), ABN AMRO Bank, N.V ("ABN"), and CIBC
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Inc., as co-arrangers for the Banks, ABN, as syndication agent for the Banks,
Bank of America, N.A. (formerly known as Bank of America National Trust and
Savings Association), as documentation 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-agents for the Banks (as amended, the "Credit Agreement").
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2. The Banks executing this Amendment constituting Majority Banks
hereby agree that, subject to the satisfaction of the conditions set forth in
Paragraph 3 below, Subparagraph 5.02(f) of the Credit Agreement is hereby
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amended by changing clause (iv) thereof to read in its entirety as follows:
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(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 plus an additional seventy five million
dollars ($75,000,000), 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. The amendment effected by Paragraph 2 above shall become effective
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as of 8:30 a.m. Pacific Standard Time November 8, 1999 (the "Effective Date"),
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subject to: (1) receipt by Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, counsel to
Administrative Agent, on or prior to the Effective Date, of a duly executed copy
of this Amendment from Borrower and the Banks constituting the Majority Banks;
and (2) receipt by Administrative Agent on behalf of each individual Bank that
executes this Amendment on or prior to the Effective Date of a non refundable
amendment fee payable to each such Bank in the amount of five thousand dollars
($5,000).
4. 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.
IN WITNESS WHEREOF, the undersigned has caused this Amendment to be
executed as of November 8, 1999.
QUANTUM CORPORATION
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Vice President, Finance & General Counsel
ABN AMRO BANK N.V.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice President
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: Senior Vice President
BANKBOSTON, N.A.
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Vice President
BANKBOSTON, N.A.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
THE BANK OF NOVA SCOTIA
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: Managing Director
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BANQUE NATIONALE DE PARIS
By: /s/ Xxxxxxx X. XxXxxxxxxxx
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Name: Xxxxxxx X. XxXxxxxxxxx
Title: Vice President
By: /s/ Xxxxx X. Low
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Name: Xxxxx X. Low
Title: Vice President & Manager
CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: CIBC World Markets Corp., AS AGENT
GENERAL ELECTRIC CAPITAL CORPORATION, as a Bank
By: /s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
Title: Duly Authorized Signatory
KEYBANK NATIONAL ASSOCIATION, as a Bank
By: /s/ Xxxxx X. XxXxxxx
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Name: Xxxxx X. XxXxxxx
Title: Senior Vice President
MELLON BANK, as a Bank
By: /s/ Xxxx X. Xxxx
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Name: Xxxx X. Xxxx
Title: Vice President
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THE INDUSTRIAL BANK OF JAPAN, LIMITED
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Senior Vice President
THE MITSUBISHI TRUST AND BANKING CORPORATION
By: /s/ Xxxxxxxx X. Xxxxxxx
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Name: Xxxxxxxx X. Xxxxxxx
Title: Senior Vice President
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Vice President
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