EXECUTION COPY
SIXTH AMENDMENT TO CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"),
dated as of August 13, 1996, is entered into by and among:
(1) QUANTUM CORPORATION, a Delaware corporation ("Borrower");
(2) Each of the financial institutions which is listed
in Schedule I to the Credit Agreement referred to in Recital
A below and which continues to be a party to such Credit
Agreement (such financial institutions to be referred to
herein collectively as the "Existing Banks");
(3) ABN AMRO BANK N.V., San Francisco International
Branch ("ABN"), BARCLAYS BANK PLC ("Barclays") and CIBC INC.
("CIBC"), as managing agents for the Existing Banks
(collectively in such capacity, the "Managing Agents");
(4) BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, THE FIRST NATIONAL BANK OF BOSTON and THE
INDUSTRIAL BANK OF JAPAN, LIMITED, as co-agents for the
Existing Banks;
(5) CANADIAN IMPERIAL BANK OF COMMERCE, as
administrative and collateral agent for the Existing Banks
(in such capacities, the "Administrative Agent"); ABN, as
syndication agent for the Existing Banks; and Barclays, as
documentation agent for the Existing Banks; and
(6) BANQUE PARIBAS; THE CIT GROUP/BUSINESS CREDIT,
INC.; THE MITSUBISHI TRUST AND BANKING, Los Angeles Agency;
THE SUMITOMO TRUST AND BANKING CO., LTD., Los Angeles
Agency; and BANQUE NATIONALE DE PARIS (collectively, the
"New Banks").
RECITALS
A. Borrower, the Existing Banks, Managing Agents and
Administrative Agent are parties to a Credit Agreement dated as
of October 3, 1994, as amended by a First Amendment to Credit
Agreement dated as of February 15, 1995, a Second Amendment to
Credit Agreement dated as of June 26, 1995, a Third Amendment to
Credit Agreement dated as of September 29, 1995, a Fourth
Amendment to Credit Agreement dated as of January 29, 1996 and a
Fifth Amendment to Credit Agreement dated as of May 29, 1996 (as
so amended, the "Credit Agreement"), pursuant to which the
Existing Banks have provided certain credit facilities to
Borrower.
B. Borrower previously has prepaid the term loans made to
Borrower on October 3, 1994 pursuant to the term loan facility
provided in the Credit Agreement. Borrower now has requested the
Existing Banks, Managing Agents and Administrative Agent to amend
the Credit Agreement to add a new term loan facility, to add the
New Banks and to make certain other changes.
C. The Existing Banks, Managing Agents 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, the Existing
Banks, Managing Agents, Administrative Agent and the New Banks
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.
2. Amendments to Credit Agreement. Subject to the
satisfaction of the conditions set forth in paragraph 5 below,
the Credit Agreement is hereby amended as follows:
(a) Paragraph 1.01 is amended by changing the
definitions of the following terms set forth therein to read
in their entirety as follows:
"Closing Date" shall mean the date the Original Term Loans were made.
"Loan" shall mean a Revolving Loan or Term Loan (or, where the
context so permits, an Original Term Loan).
(b) Paragraph 1.01 is further amended by (i) deleting
the proviso at the end of the definition of "Commitment Fee
Percentage" and (ii) changing the proviso at the end of the
first sentence of the definition of "Applicable Margin" to
read in its entirety as follows:
Provided, however, that each of the Applicable Margins
set forth above shall be increased by two percent
(2.00%) on the date an Event of Default occurs and
shall continue at such increased rate until such Event
of Default is waived by the Banks.
(c) Paragraph 1.01 is further amended by adding
thereto, in the appropriate alphabetical order, the
following definitions to read in their entirety as follows:
"Operating Performance Ratio" shall mean, with
respect to any Person for any fiscal quarter, the
ratio, determined on a consolidated basis in accordance
with GAAP where applicable, of;
(a) The product of EBITDA of such Person and
its Subsidiaries for such quarter times four (4);
to
(b) The sum of (i) the product of the
Interest Expenses of such Person and its
Subsidiaries for such quarter times four (4) plus
(ii) the greater of (A) $50,000,000 and (B) the
current portion of the long-term debt of such
Person and its Subsidiaries as of the last day of
such quarter.
"Original Term Loans" shall mean the term loans in
the aggregate principal amount of $125,000,000 made by
the Banks to Borrower on October 3, 1994.
"Second Closing Date" shall mean the date the Term
Loans are made.
(d) Paragraph 1.01 is further amended by deleting the
definitions of the following terms set forth therein:
"Debt Service Coverage Ratio"
"Designated Asset Sale Proceeds"
"Fixed Charge Coverage Ratio"
"Pricing Reduction Period"
(e) Subparagraph 2.02(a) is amended by changing the
first sentence thereof to read in its entirety as follows:
Subject to the terms and conditions of this Agreement
(including the amount limitations set forth in
Paragraph 2.05), each Bank severally agrees to advance
to Borrower on or prior to August 16, 1996, a term loan
under this Paragraph 2.02 (individually, a "Term Loan")
in the principal amount of such Bank's Term Loan
Commitment; provided, however, that the aggregate
principal amount of all Term Loans made by all Banks
shall not exceed Seventy-Five Million Dollars
($75,000,000) (such amount to be referred to herein as
the "Total Term Loan Commitment").
(f) Subparagraph 2.02(b) is amended by changing the
second sentence thereof to read in its entirety as follows:
Borrower shall give the Notice of Term Loan Borrowing
to Administrative Agent at least one (1) Business Day
before the Second Closing Date.
(g) Subparagraph 2.02(c) is amended by changing the
proviso appearing after clause (ii) thereof to read in its
entirety as follows:
Provided, however, that all Portions of the Term Loans
outstanding during the period commencing on the Second
Closing Date and ending three (3) Business Days after
the Second Closing Date shall be Term Base Rate Loan
Portions.
(h) Subparagraph 2.02(f) is amended by changing the
first sentence thereof to read in its entirety as follows:
Subject to Subparagraph 2.05(c), Borrower shall repay
the principal amount of the Term Loans in eight (8)
equal installments of $9,375,000 each payable on the
last day of each March, June, September and December,
commencing December 31, 1996 and ending on September
30, 1998 (each such date to be referred to herein as a
"Term Loan Installment Date"); provided, however, that
the principal payment due on September 30, 1998 (the
"Term Loan Maturity Date") shall be in the amount
necessary to pay all remaining unpaid principal on all
Term Loans.
(i) Subparagraph 2.02(g) is amended to read in its
entirety as follows:
(g) Purpose. Borrower shall use the proceeds of
the Term Loans solely to finance Borrower's working
capital and general corporate needs.
(j) Subparagraph 2.05(c) is amended by (i) deleting
clauses (ii), (iii), (iv), (v) and (vii) thereof and (ii)
changing the designation of clause (vi) to "(ii)" and
changing that clause to read in its entirety as follows:
(ii) If, at any time after the Second Closing
Date, Borrower issues or sells any Indebtedness for
borrowed money, including Indebtedness evidenced by
notes, bonds, debentures or other similar instruments
(other than Subordinated Debt or any Indebtedness
permitted by clause (i), (iii), (xi), (xv) or (xviii)
of Subparagraph 5.02(a)), Borrower shall, immediately
after such issuance or sale, prepay Term Loans in an
aggregate principal amount equal to one hundred percent
(100%) of the Net Proceeds of such debt.
(k) Subparagraph 2.05(d) is amended by changing the
second sentence thereof to read in its entirety as follows:
All mandatory prepayments of Term Loan Borrowings made
by Borrower pursuant to clause (ii) of Subparagraph
2.05(c) shall reduce the aggregate principal amount
payable by Borrower on the then remaining Term Loan
Installment Dates in inverse order commencing with the
Term Loan Maturity Date.
(l) Subparagraph 2.07(b) is amended by changing the
term "Closing Date" appearing in clause (iii) thereof to
"Second Closing Date".
(m) Section III is amended by (i) changing the
designation of Paragraph 3.02 to "3.03" and (ii) adding
thereto, immediately after Paragraph 3.01, a new Paragraph
3.02 to read in its entirety as follows:
3.02. Conditions Precedent to Term Loans. The
obligations of the Banks to make the Term Loans on the
Second Closing Date are subject to receipt by
Administrative Agent, on or prior to the date
specified, of the following, each in form and substance
reasonably satisfactory to the Banks, and with
sufficient copies for, Administrative Agent and each
Bank:
(a) On or prior to the date required by
Subparagraph 2.02(b), the Notice of Term Loan
Borrowing, appropriately completed and duly
executed by Borrower; and
(b) On or prior to the Second Closing Date,
a Term Loan Note for each Bank, appropriately
completed and duly executed by Borrower.
(n) Subparagraph 5.01(a) is amended by changing
clauses (ix) and (x) thereof to read in their entirety as
follows:
(ix) As soon as possible and in no event later
than five (5) Business Days after the issuance or sale
of any Indebtedness which requires a prepayment
pursuant to Subparagraph 2.05(c), the statement of an
Executive Officer of Borrower setting forth the details
of such issuance or sale;
(x) [Reserved];
(o) Subparagraph 5.02(a) is amended by changing
clauses (iii)(D), (viii) and (xvii) thereof to read in their
entirety as follows:
(D) Loans and Capital Leases incurred by
Borrower or any of its Subsidiaries to finance the
Shrewsbury Property, provided that such
Indebtedness does not exceed the fair market value
of such property;
(viii) Indebtedness of Borrower to MKE, provided
that (A) such Indebtedness is subordinated to the
Obligations on terms and conditions no less favorable
to the Agents and Banks than those set forth on Exhibit
R or as otherwise approved by the Required Banks; and
(B) the aggregate principal amount of all Subordinated
Debt of Borrower (including MKE Subordinated Debt)
outstanding at any time does not exceed the
Subordinated Debt Limit at such time;
(xvii) Indebtedness of Borrower (other than MKE
Subordinated Debt) which is subordinated to the
Obligations, provided that (A) the payment terms,
interest rate, subordination provisions and other terms
of such Indebtedness are approved by the Required
Banks; and (B) the aggregate principal amount of all
Subordinated Debt of Borrower (including MKE
Subordinated Debt) outstanding at any time does not
exceed the Subordinated Debt Limit at such time; and
(p) Subparagraph 5.02(a) is further amended by
changing the amount "$80,000,000" appearing in clause (1) of
the proviso at the end thereof to "$120,000,000".
(q) Subparagraph 5.02(c) is amended by changing clause
(vi)(A) thereof to read in its entirety as follows:
(A) Any such assets or property which are
subject to a Lien in favor of Administrative Agent
(except for (1) Excluded Foreign Subsidiary
Equipment Transfers or (2) the Shrewsbury Property
to the extent transferred in connection with a
financing thereof permitted by clause (iii) of
Subparagraph 5.02(a)) continue to be subject to
such Lien with no loss of priority or perfection;
(r) Subparagraph 5.02(d) is amended by changing the
amount "$25,000,000" appearing in clause (v)(C) thereof to
"$35,000,000".
(s) Subparagraph 5.02(e) is amended by changing the
amount "$25,000,000" appearing in clause (xiv) thereof to
"$35,000,000".
(t) Subparagraph 5.02(g) is amended by replacing the
period on the last line thereof with a ";" and adding,
immediately after such line, a new proviso to read in its
entirety as follows:
Provided, however, that Borrower and its Subsidiaries
shall not pay or incur (without duplication) Capital
Expenditures in excess of $131,250,000 (i) in the
period October 1, 1996 - September 30, 1997 if
Borrower's Operating Performance Ratio for the quarter
ending September 30, 1996 is less than 1.50; (ii) in
the period January 1, 1997 - December 31, 1997 if
Borrower's Operating Performance Ratio for the quarter
ending December 31, 1996 is less than 2.50; or (iii) in
the period April 1, 1997 - March 31, 1998 if Borrower's
Operating Performance Ratio for the quarter ending
March 31, 1997 is less than 3.00; except that,
notwithstanding the failure of Borrower to maintain an
Operating Performance Ratio of 1.50 or greater for the
quarter ending September 30, 1996 or 2.50 or greater
for the quarter ending December 31, 1996, the
limitations set forth in this proviso shall cease to
apply after March 31, 1997 if Borrower's Operating
Performance Ratio for the quarter ending on that date
or any quarter thereafter exceeds 3.00.
(u) Subparagraph 5.02(m) is amended by changing
clauses (i), (ii), (iv) and (v) thereof to read in their
entirety as follows:
(i) Borrower shall not permit its Operating
Performance Ratio for each fiscal quarter set forth
below to be less than the ratio set forth opposite such
quarter below:
Quarter ending
June 30, 1996 1.25;
Quarter ending
September 30, 1996 1.25;
Quarter ending
December 31, 1996 2.00;
Quarter ending
March 31, 1997 2.50;
Each quarter thereafter 3.00.
(ii) [Reserved].
(iv) Borrower shall not permit its Leverage Ratio
during any period set forth below to be more than the
ratio set forth opposite such period below:
From the Closing Date to
March 30, 1996 1.35;
March 31, 1996 to
June 30, 1996 1.20;
July 1, 1996 to
March 30, 1998 1.25;
Thereafter 1.00.
(v) Borrower shall not permit (A) its net income
for more than one quarter in any consecutive four-
quarter period commencing on or after April 1, 1996 to
be a loss or (B) its cumulative net income for any
consecutive four-quarter period commencing on or after
April 1, 1996 to be a loss.
(v) Paragraph 8.01 is amended by changing the "Attn:",
"Telephone" and "Facsimile" information set forth under
Borrower's address therein to read as follows:
Attn: Xx XxXxxxxx
Vice President Finance, Treasurer
and Acting CFO
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
(w) Subparagraph 8.05(c) is amended by adding thereto,
at the end of clause (iv) thereof, a new sentence to read in
its entirety as follows:
The Revolving Loan Proportionate Share and Term Loan
Proportionate Share of each Bank shall at all times be
the same.
(x) Schedule I is amended to read in its entirety as
set forth in Attachment 1 hereto.
(y) Exhibit D is amended by changing Paragraph 2
thereto to read in its entirety as follows:
2. Pursuant to Subparagraph 2.02(b) of the
Credit Agreement, Borrower hereby requests the Term
Loan Borrowing, in the aggregate principal amount of
______________ Dollars ($______), to be made on
___________, 1996 (the "Second Closing Date").
(z) Exhibit H is amended by changing the year "1994"
appearing on the second line thereof to "1996".
3. Representations and Warranties. Borrower hereby
represents and warrants to the Existing Banks and the New Banks
(collectively, the "Banks") and the Agents that the following are
true and correct on the date of this Amendment and that, after
giving effect to the amendments set forth in paragraph 2 above,
the following also 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 the date
hereof (except for representations and warranties expressly
made as of a specified date, which shall be true and correct
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. Amendment Fee. On the Effective Date (as defined
below), Borrower shall pay to each Existing Bank which will
continue as a Bank after the Effective Date a nonrefundable
amendment fee (the "Amendment Fee") equal to one-fifth of one
percent (0.20%) of such Existing Bank's Revolving Loan Commitment
and Term Loan Commitment after the Effective Date immediately
after the effectiveness of this Amendment, net of any increase
from the date immediately prior to the Effective Date.
5. Effective Date. The amendments effected by paragraph 2
above shall become effective on August 15, 1996 (such date, if
the conditions set forth in this paragraph are satisfied, to be
referred to herein as 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 and their
respective counsel; provided, however, that the amendments
effected by subparagraphs (a) through (d) and (n) through (v) of
paragraph 2 above shall become effective on receipt by
Administrative Agent on or prior to the Effective Date of this
Amendment duly executed by Borrower, the Required Banks (as
existing prior to the Effective Date) and each Agent:
(a) This Amendment duly executed by Borrower, each
Bank and each Agent;
(b) A new Revolving Loan Note for each Bank which will
have a Revolving Loan Commitment after the Effective Date in
the amount of such Revolving Loan Commitment, duly executed
by Borrower;
(c) A letter in the form of Exhibit A hereto, dated
the Effective Date and duly executed by Quantum Europe and
Quantum Holdings;
(d) A Certificate of the Assistant Secretary of
Borrower, dated the Effective Date, certifying that (i) the
Certificate of Incorporation and Bylaws of Borrower, in the
forms delivered to Agent on the Closing Date, are in full
force and effect and have not been amended, supplemented,
revoked or repealed since such date and (ii) attached
thereto is a true and correct copy of resolutions duly
adopted by the Board of Directors of Borrower and continuing
in effect, which authorize the execution, delivery and
performance by Borrower of this Amendment and the
consummation of the transactions contemplated hereby;
(e) A favorable written opinion of Cooley, Godward,
Xxxxxx, Xxxxxxxxx & Xxxxx, counsel to Borrower, dated the
Effective Date, addressed to the Administrative Agent for
the benefit of the Agents and the Banks, covering such legal
matters as Agents may reasonably request and otherwise in
form and substance satisfactory to the Agents;
(f) Such instruments, agreements, certificates,
opinions and documents as Administrative Agent may
reasonably request to grant, perfect, maintain, protect and
evidence security interests in favor of Administrative
Agent, for the benefit of the Agents and Banks, in all
right, title and interest of Borrower in patents, patent
applications, trademarks and trademark applications acquired
by Borrower since the Closing Date prior to the Liens or
other interests of any Person, except for Permitted Liens;
(g) Such instruments, agreements, certificates,
opinions and documents as Administrative Agent may
reasonably request to grant, perfect, maintain, protect and
evidence security interests in favor of Administrative
Agent, for the benefit of the Agents and Banks, in all
right, title and interest of Borrower in the stock of
Subsidiaries of Borrower acquired by Borrower since the
Closing Date prior to the Liens or other interests of any
Person, except for Permitted Liens;
(h) An organizational chart for Borrower and its
Subsidiaries, setting forth the relationship among such
Persons, certified by an Executive Officer of Borrower;
(i) Payment of the Amendment Fee payable to each
Existing Bank;
(j) Payment of all fees payable to ABN and CIBC
pursuant to the letter agreement dated as of July 25, 1996
among ABN, CIBC and Borrower;
(k) Payment of the principal amount of all Revolving
Loans outstanding on the Effective Date, all unpaid accrued
interest on such amount and all amounts payable pursuant to
Paragraph 2.12 of the Credit Agreement; and
(l) Such other evidence as any Agent or any Bank 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.
On and after the Effective Date, (i) the New Banks shall be Banks
under the Credit Agreement, with Revolving Loan Proportionate
Shares and Term Loan Proportionate Shares as set forth in
Attachment 1 hereto, (ii) ABN, Barclays and CIBC shall continue
as Banks, with Revolving Loan Proportionate Shares and Term Loan
Proportionate Shares as set forth in Attachment 1 hereto, (iii)
the other Existing Banks (other than Chase Manhattan Bank
(successor in interest to Chemical Bank, "Chase")) shall continue
as Banks, with Revolving Loan Proportionate Shares and Term Loan
Proportionate Shares as set forth in Attachment 1 hereto, and
(iv) notwithstanding any provision to the contrary set forth in
Paragraph 2.09 of the Credit Agreement, on the Effective Date the
Borrower shall pay to Chase the principal amount of all Loans
made by Chase, together with all other amounts owing to Chase
under the Credit Agreement, and Chase shall cease to be a Bank
and a co-agent under the Credit Agreement. Borrower acknowledges
the survival of its indemnity obligation to Chase under Paragraph
8.03 of the Credit Agreement. (The aggregate amount of the
Commitments of each Existing Bank referred to in clause (iii) of
the preceding sentence shall remain unchanged as a result of this
Amendment but shall be amended so as to be reallocated between
the Revolving Loan Commitment and the new Term Loan Commitment.)
6. 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 any Bank or Agent, nor
constitute a waiver of any provision of the Credit Agreement or
any other Credit Document.
7. Expenses. Pursuant to Paragraph 8.02 of the Credit
Agreement, Borrower shall pay to Agents all reasonable Attorney
Costs and other reasonable fees and expenses payable to third
parties incurred by Agents in connection with the preparation,
negotiation, execution and delivery of this Amendment and the
additional Credit Documents.
8. 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.
[The next page is the first signature page.]
IN WITNESS WHEREOF, Borrower, the Banks and Agents have
caused this Amendment to be executed as of the day and year first
above written.
BORROWER: QUANTUM CORPORATION
By:___________________________
Name:______________________
Title:_____________________
MANAGING AGENTS:
ABN AMRO BANK N.V., San Francisco
International Branch,
As a Managing Agent
By ABN AMRO North America, Inc.,
its agent
By:___________________________
Name:______________________
Title:_____________________
By:___________________________
Name:______________________
Title:_____________________
BARCLAYS BANK PLC,
As a Managing Agent
By:___________________________
Name:______________________
Title:_____________________
CIBC INC.,
As a Managing Agent
By:___________________________
Name:______________________
Title:_____________________
ADMINISTRATIVE AGENT: CANADIAN IMPERIAL BANK OF COMMERCE,
As Administrative Agent
By:___________________________
Name:______________________
Title:_____________________
BANKS:
ABN AMRO BANK N.V., San Francisco
International Branch,
As a Bank
By ABN AMRO North America, Inc.,
its agent
By:___________________________
Name:______________________
Title:_____________________
By:___________________________
Name:______________________
Title:_____________________
BARCLAYS BANK PLC,
As a Bank
By:___________________________
Name:______________________
Title:_____________________
By:___________________________
Name:______________________
Title:_____________________
CIBC INC.,
As a Bank
By:___________________________
Name:______________________
Title:_____________________
BANK OF AMERICA NATIONAL TRUST &
SAVINGS ASSOCIATION,
As a co-agent and as a Bank
By:___________________________
Name:______________________
Title:_____________________
THE FIRST NATIONAL BANK OF BOSTON,
As a co-agent and as a Bank
By:___________________________
Name:______________________
Title:_____________________
THE INDUSTRIAL BANK OF JAPAN,
LIMITED,
As a co-agent and as a Bank
By:___________________________
Name:______________________
Title:_____________________
THE BANK OF NOVA SCOTIA,
As a Bank
By:___________________________
Name:______________________
Title:_____________________
CHASE MANHATTAN BANK (successor in
interest to Chemical Bank),
As a Bank
By:___________________________
Name:______________________
Title:_____________________
FLEET NATIONAL BANK (successor in
interest to Fleet Bank of
Massachusetts, N.A. and
Shawmut Bank, N.A.),
As a Bank
By:___________________________
Name:______________________
Title:_____________________
THE LONG-TERM CREDIT BANK OF
JAPAN, LTD.,
As a Bank
By:___________________________
Name:______________________
Title:_____________________
THE NIPPON CREDIT BANK, LTD.,
As a Bank
By:___________________________
Name:______________________
Title:_____________________
By:___________________________
Name:______________________
Title:_____________________
SANWA BANK CALIFORNIA,
As a Bank
By:___________________________
Name:______________________
Title:_____________________
THE SUMITOMO BANK, LIMITED,
As a Bank
By:___________________________
Name:______________________
Title:_____________________
By:___________________________
Name:______________________
Title:_____________________
UNION BANK OF CALIFORNIA, N.A.
(successor in interest to
Union Bank),
As a Bank
By:___________________________
Name:______________________
Title:_____________________
THE FUJI BANK, LIMITED,
As a Bank
By:___________________________
Name:______________________
Title:_____________________
[THIS SIGNATURE PAGE INTENTIONALLY LEFT BLANK]
BANQUE PARIBAS,
As a Bank
By:___________________________
Name:______________________
Title:_____________________
By:___________________________
Name:______________________
Title:_____________________
THE CIT GROUP/BUSINESS
CREDIT, INC.,
As a Bank
By:___________________________
Name:______________________
Title:_____________________
THE MITSUBISHI TRUST AND BANKING
CORPORATION, Los Angeles Agency
As a Bank
By:___________________________
Name:______________________
Title:_____________________
SUMITOMO TRUST AND BANKING CO.,
LTD., Los Angeles Agency
As a Bank
By:___________________________
Name:______________________
Title:_____________________
BANQUE NATIONALE DE PARIS,
As a Bank
By:___________________________
Name:______________________
Title:_____________________
By:___________________________
Name:______________________
Title:_____________________
ATTACHMENT 1
SCHEDULE I
BANKS
REVOLVING TERM
LOAN LOAN
PROPORTIONATE PROPORTIONATE
BANK SHARE* SHARE*
ABN AMRO BANK N.V. 9.7000000000% 9.7000000000%
Applicable Lending Office:
ABN AMRO Bank N.V.
San Francisco International
Branch
000 Xxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000-0000
Address for Notices:
ABN AMRO Bank N.V.
San Francisco International Branch
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000-0000
Attn: Xxxxxx X. Xxxxxxxxx
Xxxxx X. Xxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
ABN AMRO Bank, N.V.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxx Xxxxxx
Vice President, Syndications
Telephone: (000) 000-0000
Fax: (000) 000-0000 or 000-0000
Wiring Instructions:
ABN AMRO Bank N.V.
ABA No.: 000-000-000
Account No.: 651001054541
Account Name: ABN AMRO San
Francisco International Branch
Reference: Quantum Corp.
* To be expressed as a percentage rounded to the tenth digit to the right of
the decimal point.
REVOLVING TERM
LOAN LOAN
PROPORTIONATE PROPORTIONATE
BANK SHARE* SHARE*
BARCLAYS BANK PLC 4.3250000000% 4.3250000000%
Applicable Lending Office:
Barclays Bank PLC
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Address for Notices:
Barclays Bank PLC
000 Xxxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
Wiring Instructions:
Barclays Bank PLC
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
RT/ABA No.: 000000000
Account No.: 050019104
Account Name: CLAD
Reference: Quantum Corporation
* To be expressed as a percentage rounded to the tenth digit to the right of
the decimal point.
REVOLVING TERM
LOAN LOAN
PROPORTIONATE PROPORTIONATE
BANK SHARE* SHARE*
CIBC INC. 9.0000000000% 9.0000000000%
Applicable Lending Office:
CIBC Inc.
Two Paces West
0000 Xxxxx Xxxxx Xxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Address for Notices:
CIBC Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxxxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000 or 3799
Wiring Instructions:
Xxxxxx Guaranty Trust Company of
Xxx Xxxx
Xxx Xxxx, XX 00000
ABA No.: 000-000-000
Account No.: 000-00-000
Account Name: CIBC, New York Agency
For further credit to: Agented Loans
Account No. 07-09611
Attention: Syndications
Reference: Quantum Corporation
* To be expressed as a percentage rounded to the tenth digit to the right of
the decimal point.
REVOLVING TERM
LOAN LOAN
PROPORTIONATE PROPORTIONATE
BANK SHARE* SHARE*
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION 8.6112670058% 8.6112670058%
Applicable Lending Office:
Bank of America National Trust
and Savings Association
0000 Xxxxxxx Xxxxxxxxx, Xxxxxx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
Address for Notices:
Bank of America National Trust
and Savings Association
Credit Products-High Technology-SF #3697
000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxxx XxXxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
Wiring Instructions:
Bank of America National Trust
and Savings Association
ABA No.: 000000000
Account No.: 1233183980
Reference: Quantum Corp.
* To be expressed as a percentage rounded to the tenth digit to the right of
the decimal point.
REVOLVING TERM
LOAN LOAN
PROPORTIONATE PROPORTIONATE
BANK SHARE* SHARE*
THE FIRST NATIONAL BANK
OF BOSTON 6.2178571425% 6.2178571425%
Applicable Lending Office:
The First National Bank of Boston
000 Xxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx, XX 00000
Address for Notices:
000 Xxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx, XX 00000
Wiring Instructions:
The First National Bank of Boston
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
ABA No.: 000-000-000
Attn: HT Svcs. Adm. 50
Ref: Quantum Corporation
Account No.: 540-99647
* To be expressed as a percentage rounded to the tenth digit to the right of
the decimal point.
REVOLVING TERM
LOAN LOAN
PROPORTIONATE PROPORTIONATE
BANK SHARE* SHARE*
THE INDUSTRIAL BANK OF
JAPAN, LIMITED 6.2178571425% 6.2178571425%
Applicable Lending Office:
The Industrial Bank of Japan, Limited
San Francisco Agency
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Address for Notices:
The Industrial Bank of Japan, Limited
San Francisco Agency
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxxxxxx X'Xxxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
Telex: 49608738
Answerback: IBJ SFO
Wiring Instructions:
Bank of American NT & SA
International Deposit Services 6561
0000 Xxxxxxx Xxxxxxxxx
Xxxxxxx, XX 00000
ABA No.: 000-000-000
Account: The Industrial Bank of Japan, Limited
Los Angeles Agency
Account No.: 62906-14014
"For Credit to IBJ SFA, A/C 2601-22011"
* To be expressed as a percentage rounded to the tenth digit to the right of
the decimal point.
REVOLVING TERM
LOAN LOAN
PROPORTIONATE PROPORTIONATE
BANK SHARE* SHARE*
THE BANK OF NOVA SCOTIA 6.0000000000% 6.0000000000%
Applicable Lending Office:
The Bank of Nova Scotia
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attention: Mr. Xxxxx Xxxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
Address for Notices:
The Bank of Nova Scotia
000 Xxxxxxxxx Xxxxxx, X.X., Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Eudia Xxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
Wiring Instructions:
The Bank of Nova Scotia
Xxx Xxxxxxx Xxxxx
Xxx Xxxx, XX
ABA No.: 000000000
Account No.: 60023-7
For Credit to: The Bank of Nova Scotia
San Francisco Agency
Reference: Quantum Corporation
* To be expressed as a percentage rounded to the tenth digit to the right of
the decimal point.
REVOLVING TERM
LOAN LOAN
PROPORTIONATE PROPORTIONATE
BANK SHARE* SHARE*
FLEET NATIONAL BANK OF MASSACHUSETTS 5.8258928600% 5.8258928600%
Applicable Lending Office:
Fleet National Bank of Massachusetts
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Address for Notices:
Fleet National Bank of Massachusetts
Mail Stop: MAB0F04M
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx
Vice President
Telephone: (000) 000-0000
Fax: (000) 000-0000
Wiring Instructions:
Fleet National Bank
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
ABA: 000-000-000
Account Name: Incoming Loan in Process Wire Account
A/C No.: 0000000
Reference: Quantum Corp.
Attention: Commercial Loan Operations/Agent Bank
* To be expressed as a percentage rounded to the tenth digit to the right of
the decimal point.
REVOLVING TERM
LOAN LOAN
PROPORTIONATE PROPORTIONATE
BANK SHARE* SHARE*
THE LONG-TERM CREDIT BANK
OF JAPAN, LTD. 4.0129464300% 4.0129464300%
Applicable Lending Office:
The Long-Term Credit Bank of Japan, Ltd.
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Attention: Mr. Ukai
Telephone: (000) 000-0000
Fax: (000) 000-0000
Address for Notices:
The Long-Term Credit Bank of Japan, Ltd.
000 X. Xxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000-0000
Attention: Xxxxxx Xxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
Telex: 6736533
Answerback: LTCB LA
Wiring Instructions:
Crediting Bank: Bank of America, San Francisco
ABA#: 000000000
For the Account of: The Long-Term Credit Bank of Japan, Ltd.,
Los Angeles Agency
Account No.: 6290131191
Reference: Quantum
* To be expressed as a percentage rounded to the tenth digit to the right of
the decimal point.
REVOLVING TERM
LOAN LOAN
PROPORTIONATE PROPORTIONATE
BANK SHARE* SHARE*
THE NIPPON CREDIT BANK, LTD. 5.1129464300% 5.1129464300%
Applicable Lending Office:
The Nippon Credit Bank, Ltd.
Los Angeles Agency
000 X. Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Address for Notices:
The Nippon Credit Bank, Ltd.
000 X. Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Attention: Xxxx Xxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
Wiring Instructions:
Bank of America, San Francisco
San Francisco, CA
Fed ABA No.: 0000-0000-0
For Credit to: The Nippon Credit Bank, Ltd, Los Angeles Agency
Account No.: 62908-31126
Attention: Loan Admin.
Reference: Quantum Corporation
* To be expressed as a percentage rounded to the tenth digit to the right of
the decimal point.
REVOLVING TERM
LOAN LOAN
PROPORTIONATE PROPORTIONATE
BANK SHARE* SHARE*
SANWA BANK CALIFORNIA 4.0129464300% 4.0129464300%
Applicable Lending Office:
Sanwa Bank California
San Xxxx Commercial Banking Center
000 Xxxxxxx Xxxxxxxxx
Xxx Xxxx, XX 00000
Address for Notices:
Sanwa Bank California
San Xxxx Commercial Banking Center
000 Xxxxxxx Xxxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx
Xxxxx X. Xxxxxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
Wiring Instructions:
Sanwa Bank California
ABA No.: 000000000
Account Name: San Xxxx CBC
Account No.: 1128-19005
Reference: Quantum Corporation
* To be expressed as a percentage rounded to the tenth digit to the right of
the decimal point.
REVOLVING TERM
LOAN LOAN
PROPORTIONATE PROPORTIONATE
BANK SHARE* SHARE*
THE SUMITOMO BANK, LIMITED 2.5000000000% 2.50000000000%
Applicable Lending Office:
The Sumitomo Bank, Limited
San Xxxxxxxxx Xxxxxx
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Address for Notices:
The Sumitomo Bank, Limited
San Xxxxxxxxx Xxxxxx
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxxxx Xxxxx
Xxxxxxx Xxxxx, Corporate Banking Officer
Telephone: (000) 000-0000/3003
Fax: (000) 000-0000
Wiring Instructions:
The Sumitomo Bank of California
Attention: Xxxxxxx Xxxxx
ABA No.: 121 002 042
Account Name: The Sumitomo Bank, Ltd., San Xxxxxxxxx Xxxxxx
Reference: Quantum Corporation
* To be expressed as a percentage rounded to the tenth digit to the right of
the decimal point.
REVOLVING TERM
LOAN LOAN
PROPORTIONATE PROPORTIONATE
BANK SHARE* SHARE*
UNION BANK OF CALIFORNIA, N.A. 2.9129464300% 2.9129464300%
Applicable Lending Office:
Union Bank of California, N.A.
000 Xxxxxxxxxx Xxxxxx (H-1040)
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxx Xxxxxxxxx
Vice President
Telephone: (000) 000-0000
Fax: (000) 000-0000
Telex: 188316 UNION SFO UT
Answerback: UNION SFO UT
Address for Notices:
000 Xxxxxxxxxx Xxxxxx (X-0000)
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxx Xxxxxxxxx
Vice President
Telephone: (000) 000-0000
Fax: (000) 000-0000
Wiring Instructions:
Union Bank, Los Angeles,
Los Angeles, CA
Fed ABA No.: 0000-0000-0
Account No.: 070196421
Attention: #192 Note Center
Reference: Quantum Corporation
* To be expressed as a percentage rounded to the tenth digit to the right of
the decimal point.
REVOLVING TERM
LOAN LOAN
PROPORTIONATE PROPORTIONATE
BANK SHARE* SHARE*
THE FUJI BANK, LIMITE 4.1000000000% 4.1000000000%
Applicable Lending Office:
The Fuji Bank, Ltd.
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxx Xxxxxx, Vice President
Telephone: (000) 000-0000
Fax: (000) 000-0000
Telex: 176087
Answerback: FUJIBK SFO
Address for Notices:
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxx Xxxxxx, Vice President
Telephone: (000) 000-0000
Fax: (000) 000-0000
Wiring Instructions:
Bank of America, NT&SA
San Francisco, CA
ABA #: 0000-0000-0
Account #: 62 901-08242
Ref: Quantum R/C
* To be expressed as a percentage rounded to the tenth digit to the right of
the decimal point.
REVOLVING TERM
LOAN LOAN
PROPORTIONATE PROPORTIONATE
BANK SHARE* SHARE*
BANQUE PARIBAS 3.5901147950% 3.5901147950%
Applicable Lending Office:
Banque Paribas
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
Address for Notices:
0000 Xxxxxxx Xxxx Xxxx
Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
Wiring Instructions:
Bank of America, San Francisco, CA
For Credit to Banque Paribas, Los Angeles Agency
ABA #: 0000-0000-0
Account No.: 62902-10150
Ref: Quantum Corp.
* To be expressed as a percentage rounded to the tenth digit to the right of
the decimal point.
REVOLVING TERM
LOAN LOAN
PROPORTIONATE PROPORTIONATE
BANK SHARE* SHARE*
THE CIT GROUP/BUSINESS CREDIT, INC. 5.9835246583% 5.9835246583%
Applicable Lending Office:
The CIT Group/Business Credit, Inc.
000 Xxxxx Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxx, XX 00000
Attention: Xxxx Xxxxxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
Address for Notices:
000 Xxxxx Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxx, XX 00000
Attention: Xxxx Xxxxxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
Wiring Instructions:
Xxx Xxxxx Xxxxxxxxx Xxxx, Xxx Xxxx, XX
ABA #: 000000000
Account No.: 144054227
Account Name: The CIT Group/Business Credit
Ref: Quantum Corporation
* To be expressed as a percentage rounded to the tenth digit to the right of
the decimal point.
REVOLVING TERM
LOAN LOAN
PROPORTIONATE PROPORTIONATE
BANK SHARE* SHARE*
BANQUE NATIONALE DE PARIS 3.5901147950% 3.5901147950%
Applicable Lending Office:
Banque Nationale de Paris
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
Address for Notices:
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
Wiring Instructions:
Federal Reserve Bank of San Francisco
Banque Nationale de Paris, San Xxxxxxxxx Xxxxxx
ABA No.: 000000000
For the account of BANQUE NATIONALE DE PARIS
SAN XXXXXXXXX XXXXXX
Re: Quantum Corporation
* To be expressed as a percentage rounded to the tenth digit to the right of
the decimal point.
REVOLVING TERM
LOAN LOAN
PROPORTIONATE PROPORTIONATE
BANK SHARE* SHARE*
THE MITSUBISHI TRUST AND BANKING
CORPORATION 3.5901147950% 3.5901147950%
Applicable Lending Office:
The Mitsubishi Trust and Banking Corporation
000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000
Attention: Xxxx Xxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
Telex: 49657290
Answerback: MTB B LSA
Address for Notices:
000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000
Attention: Xxxxxx Xxxx, Loan Administration
Telephone: (000) 000-0000
Fax: (000) 000-0000
Wiring Instructions:
Bank of America, NT&SA
ABA #: 121 000 358
Account No.: 62908-04915
Ref: Quantum Corp.
* To be expressed as a percentage rounded to the tenth digit to the right of
the decimal point.
REVOLVING TERM
LOAN LOAN
PROPORTIONATE PROPORTIONATE
BANK SHARE* SHARE*
THE SUMITOMO TRUST & BANKING CO., LTD.,
LOS ANGELES AGENCY 3.5901147950% 3.5901147950%
Applicable Lending Office:
The Sumitomo Trust & Banking Co., Ltd.,
Los Angeles Agency
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Attention: Credit Administration Dept.
Copy to Xxxxxx Xxxxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
Address for Notices:
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Attention: Credit Administration Dept.
Copy to Xxxxxx Xxxxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
Wiring Instructions:
Bank of America, NT&SA, San Francisco, CA
ABA No.: 000000000
For the account of The Sumitomo Trust & Banking Co., Ltd.,
Los Angeles Agency
Account No.: 62907-31117
Reference: Quantum Corporation
* To be expressed as a percentage rounded to the tenth digit to the right of
the decimal point.
