EXHIBIT 10.31 QUANTUM CORPORATION _ THIRD AMENDMENT TO CREDIT AGREEMENT _ _ THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT"), _dated as of September 29, 1995, 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, (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, CHEMICAL _ BANK 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) THE FUJI BANK, LIMITED, a Japanese banking _ corporation (the "NEW BANK"). _ _ _ 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 and a Second Amendment to _Credit Agreement dated as of June 26, 1995 (as so amended, the _"CREDIT AGREEMENT"), pursuant to which the Existing Banks have _provided certain credit facilities to Borrower. _ _ B. Borrower has requested the Existing Banks, Managing _Agents and Administrative Agent to amend the Credit Agreement to _increase the amount of the credit facilities, to add the New Bank _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 Bank _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, except that the terms "Issuing Bank," "Issuing Banks' _Fee Letter," "LC Applications," "LC Issuance Fees," "LC Paying _Agent" and "LC Usage Fees" are used in PARAGRAPHS 4, 5 AND 6 _below with the respective meanings given to those terms in the _Credit Agreement prior to 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 4 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: _ _ "BANKS" shall have the meaning given to that term _ in CLAUSE (2) OF THE INTRODUCTORY PARAGRAPH HEREOF. _ _ "COMMITMENTS" shall mean, collectively, the _ Revolving Loan Commitments and the Term Loan _ Commitments. _ _ "CREDIT DOCUMENTS" shall mean and include this _ Agreement, the Notes, the Security Documents and the _ Agents' Fee Letters; all documents, instruments and _ agreements delivered to any Agent or any Bank pursuant _ to PARAGRAPH 3.01; and all other documents, instruments _ and agreements delivered by Borrower or any of its _ Subsidiaries to any Agent or Bank in connection with _ this Agreement on or after the date of this Agreement. _ _ "CREDIT EVENT" shall mean the making of any Loan, _ the conversion of any Revolving Base Rate Loan or Term _ Base Rate Borrowing Portion into a Revolving LIBOR Loan _ or Term LIBOR Borrowing Portion or the selection of a _ new Interest Period for any Revolving LIBOR Loan or _ Term LIBOR Borrowing Portion. _ _ "DEBT SERVICE COVERAGE RATIO" shall mean, with _ respect to any Person for any period, the ratio, _ determined on a consolidated basis in accordance with _ GAAP where applicable, of; _ _ (a) The Adjusted Net Income of such Person _ and its Subsidiaries for such period; _ _ TO _ _ (b) The sum of (i) all principal payments on _ Indebtedness for borrowed money of such Person and _ its Subsidiaries scheduled for payment during such _ period, (ii) fifty percent (50%) of all Capital _ Expenditures of such Person and its Subsidiaries _ for such period, and (iii) all dividends paid by _ such Person and its Subsidiaries during such _ period (excluding any dividends paid to such _ Person). _ _ (In calculating the Debt Service Coverage Ratio of _ Borrower for any period, the principal payments _ "scheduled for payment during such period" on the Term _ Loans shall be the Term Loan principal payments _ actually scheduled for payment during such period _ pursuant to SUBPARAGRAPH 2.02(F), except that, for the _ period January 1, 1995 through December 31, 1995, the _ principal payments "scheduled for payment during such _ period" on the Term Loans shall be deemed to be the _ principal payment due on the Term Loans on _ September 30, 1995 and one-half of the principal _ payment due on the Term Loans on March 31, 1996.) _ _ "DEFAULTING BANK" shall mean a Bank which has _ failed to fund its portion of any Borrowing which it is _ required to fund under this Agreement and has continued _ in such failure for three (3) Business Days after _ written notice from Administrative Agent. _ _ "DESIGNATED ASSET SALE PROCEEDS" shall mean, for _ any fiscal year of Borrower, the Net Proceeds payable _ to Borrower and its Subsidiaries (to the extent of _ Borrower's ownership interest therein) from the sale of _ assets (including the direct or indirect sale of any _ stock or other Equity Securities of any Subsidiary) _ during such year, other than any sale permitted by _ CLAUSE (I), (II), (III), (IV), (VI) OR (IX) OF _ SUBPARAGRAPH 5.02(C) or any license permitted by CLAUSE _ (V) OF SUBPARAGRAPH 5.02(C). _ _ "FIXED CHARGE COVERAGE RATIO" shall mean, with _ respect to any Person for any period, the ratio, _ determined on a consolidated basis in accordance with _ GAAP where applicable, of; _ _ (a) The remainder of (i) EBITDA of such _ Person and its Subsidiaries for such period, MINUS _ (ii) fifty percent (50%) of all Capital _ Expenditures of such Person and its Subsidiaries _ for such period; _ _ TO _ _ (b) All Interest Expenses of such Person and _ its Subsidiaries for such period. _ _ "MATURITY" shall mean, with respect to any Loan, _ interest, fee or other amount payable by Borrower under _ this Agreement or the other Credit Documents, the date _ such Loan, interest, fee or other amount becomes due, _ whether upon the stated maturity or due date, upon _ acceleration or otherwise. _ _ "PROPORTIONATE SHARE" shall mean, with respect to _ each Bank at any time, a fraction (expressed as a _ percentage rounded to the sixth digit to the right of _ the decimal point), the numerator of which is the sum _ at such time of such Bank's Revolving Loan Commitment _ and Term Loan and the denominator of which is the sum _ at such time of the Total Revolving Loan Commitment and _ the Term Loan Borrowing. _ _ "QUICK RATIO" shall mean, with respect to any _ Person at any time, the ratio, determined on a _ consolidated basis in accordance with GAAP, of: _ _ (a) The sum at such time of all cash, cash _ equivalents (less than ninety (90) days in term), _ short-term marketable securities (less than one _ (1) year in term) and accounts receivable of such _ Person and its Subsidiaries (less all reserves _ therefor); _ _ TO _ _ (b) The current liabilities of such Person _ and its Subsidiaries at such time. _ _ "REQUIRED BANKS" shall mean (a) at any time Loans are _ outstanding and the Banks are obligated to make _ Revolving Loans pursuant to their Revolving Loan _ Commitments, Banks holding more than sixty-six and two _ thirds percent (66 2/3%) of the aggregate principal _ amount of all Loans outstanding, calculated as if _ Revolving Loans in the full amount of the Banks' _ Revolving Loan Commitments were outstanding, (b) at any _ time Loans are outstanding and the Banks are not _ obligated to make Revolving Loans pursuant to their _ Revolving Loan Commitments, Banks holding more than _ sixty-six and two thirds percent (66 2/3%) of the _ aggregate principal amount of all Loans outstanding and _ (c) at any time no Loans are outstanding, Banks whose _ aggregate Revolving Loan Commitments exceed sixty-six _ and two thirds percent (66 2/3%) of the Total Revolving _ Loan Commitment at such time. _ _ "REVOLVING LOAN COMMITMENT" shall mean, with _ respect to any Bank at any time, such Bank's Revolving _ Loan Proportionate Share at such time of the Total _ Revolving Loan Commitment at such time. _ _ "TERM LOAN COMMITMENT" shall mean, with respect to _ any Bank at any time, such Bank's Term Loan _ Proportionate Share at such time of the Total Term Loan _ Commitment at such time. _ _ "UNUSED COMMITMENT" shall mean, at any time after _ this Agreement is executed by Borrower, the Agents and _ Banks, the remainder of (a) the Total Revolving Loan _ Commitment at such time minus (b) the sum of the _ aggregate principal amount of all Revolving Loans then _ outstanding. _ _ (b) PARAGRAPH 1.01 is further amended by changing the _ definitions of "Eligible Borrower Accounts," "Eligible _ Borrower Inventory" and "Eligible Quantum Europe Accounts" _ as follows: _ _ (i) The definition of "ELIGIBLE BORROWER _ ACCOUNTS" is amended by changing CLAUSE (G) and CLAUSE _ (J) thereof to read in their entirety as follows: _ _ (g) Any account payable by (i) the United _ States government or any department, agency or _ other subdivision thereof (except to the extent _ Borrower complies with the Federal Assignment of _ Claims Act of 1940, as amended) or (ii) an _ Affiliate of Borrower; _ _ (j) Accounts owed by an account debtor _ having either (i) a long-term debt rating of at _ least BBB (or its equivalent) from Standard and _ Poor's Ratings Group or (ii) a short-term debt _ rating of at least A-1 (or its equivalent) from _ Standard and Poor's Ratings Group, to the extent _ the total accounts owed by such account debtor to _ Borrower exceed thirty percent (30%) of Borrower's _ total accounts; _ _ (ii) The definition of "ELIGIBLE BORROWER _ INVENTORY" is amended by changing CLAUSE (B) thereof to _ read in its entirety as follows: _ _ (b) Any inventory consisting of work-in- _ process or any other inventory not constituting _ raw materials or finished inventory; _ _ (iii) The definition of "ELIGIBLE QUANTUM EUROPE _ ACCOUNTS" is amended by changing CLAUSE (J) thereof to _ read in its entirety as follows: _ _ (j) Accounts owed by an account debtor _ having either (i) a long-term debt rating of at _ least BBB (or its equivalent) from Standard and _ Poor's Ratings Group or (ii) a short-term debt _ rating of at least A-1 (or its equivalent) from _ Standard and Poor's Ratings Group, to the extent _ the total accounts owed by such account debtor to _ Quantum Europe exceed thirty percent (30%) of _ Quantum Europe's total accounts; _ _ (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: _ _ "OUTSTANDING REVOLVER CREDIT" shall have the _ meaning given to that term in SUBPARAGRAPH 2.03(A). _ _ "REVOLVING LOAN BANK" shall mean, at any time, a _ Bank which then has a Revolving Loan Commitment or then _ holds an outstanding Revolving Loan. _ _ "REVOLVING LOAN MATURITY DATE" shall have the _ meaning given to that term in SUBPARAGRAPH 2.01(A). _ _ "REVOLVING LOAN PROPORTIONATE SHARE" shall mean, _ with respect to each Bank, the percentage set forth _ under the caption "Revolving Loan Proportionate Share" _ opposite such Bank's name on SCHEDULE I, or, if _ changed, such percentage as may be set forth for such _ Bank in the Register. _ _ "SUMITOMO LC AGREEMENT" shall mean the Credit _ Agreement dated as of September 22, 1995 among _ Borrower, The Sumitomo Bank, Limited and other banks _ from time to time parties thereto. _ _ "SUMITOMO LC BANKS" shall mean The Sumitomo Bank, _ Limited, and the other banks from time to time parties _ to the Sumitomo LC Agreement. _ _ "TERM LOAN BANK" shall mean, at any time, a Bank _ which then has a Term Loan Commitment or then holds an _ outstanding Term Loan. _ _ "TERM LOAN MATURITY DATE" shall have the meaning _ given to that term in SUBPARAGRAPH 2.02(F). _ _ "TERM LOAN PROPORTIONATE SHARE" shall mean, with _ respect to each Bank, the percentage set forth under _ the caption "Term Loan Proportionate Share" opposite _ such Bank's name on SCHEDULE I, or, if changed, such _ percentage as may be set forth for such Bank in the _ Register. _ _ (d) PARAGRAPH 1.01 is further amended by deleting the _ definitions of the following terms set forth therein: _ _ "DRAWING PAYMENT" _ _ "EXISTING LC AGREEMENT" _ _ "EXISTING LC APPLICATIONS" _ _ "EXISTING LETTERS OF CREDIT" _ _ "EXPIRATION DATE" _ _ "ISSUING BANK" _ _ "ISSUING BANKS' FEE LETTER" _ _ "LC AMENDMENT APPLICATION" _ _ "LC APPLICATIONS" _ _ "LC COMMITMENT" _ _ "LC FACILITY EXPIRATION DATE" _ _ "LC ISSUANCE APPLICATION" _ _ "LC ISSUANCE FEES" _ _ "LC PAYING AGENT" _ _ "LC PAYING AGENT AGREEMENT" _ _ "LC PERCENTAGE SHARE" _ _ "LC USAGE FEES" _ _ "LETTER OF CREDIT" _ _ "MATURITY DATE" _ _ "OUTSTANDING LC CREDIT" _ _ "OUTSTANDING REVOLVER/LC CREDIT" _ _ "REIMBURSEMENT DUE DATE" _ _ "REIMBURSEMENT OBLIGATION" _ _ "REIMBURSEMENT PAYMENT" _ _ "SECOND AMENDMENT EFFECTIVE DATE" _ _ "TOTAL LC COMMITMENT" _ _ (e) SUBPARAGRAPH 2.01(A) is amended to read in its _ entirety as follows: _ _ (a) REVOLVING LOAN AVAILABILITY. Subject to the _ terms and conditions of this Agreement (including the _ amount limitations set forth in PARAGRAPH 2.03), each _ Bank severally agrees to advance to Borrower from time _ to time during the period beginning on the Closing Date _ and ending on September 30, 1998 (the "REVOLVING LOAN _ MATURITY DATE") such revolving loans as Borrower may _ request under this PARAGRAPH 2.01 (individually, a _ "REVOLVING LOAN"); PROVIDED, HOWEVER, that (i) the _ aggregate principal amount of all Revolving Loans made _ by such Bank at any time outstanding shall not exceed _ such Bank's Revolving Loan Commitment at such time and _ (ii) the aggregate principal amount of all Revolving _ Loans made by all Banks at any time outstanding shall _ not exceed Three Hundred Twenty-Five Million Dollars _ ($325,000,000) (such amount, as reduced from time to _ time pursuant to this Agreement, to be referred to _ herein as the "TOTAL REVOLVING LOAN COMMITMENT"). All _ Revolving Loans shall be made on a pro rata basis by _ the Banks in accordance with their respective Revolving _ Loan Proportionate Shares, with each Revolving Loan _ Borrowing to be comprised of a Revolving Loan by each _ Bank equal to such Bank's Revolving Loan Proportionate _ Share of such Revolving Loan Borrowing. Except as _ otherwise provided herein, Borrower may borrow, repay _ and reborrow Revolving Loans until the Revolving Loan _ Maturity Date. _ _ (f) SUBPARAGRAPH 2.01(E) is amended by changing the _ term "Maturity Date" in the one place it appears in CLAUSE _ (I)(C) thereof to "Revolving Loan Maturity Date". _ _ (g) SUBPARAGRAPH 2.01(F) is amended by changing the _ term "Maturity Date" in the one place it appears in the _ first sentence thereof to "Revolving Loan Maturity Date". _ _ (h) PARAGRAPH 2.01A is deleted in its entirety. _ _ (i) SUBPARAGRAPH 2.02(A) is amended by changing the _ term "Proportionate Shares" in the two places it appears in _ the second sentence thereof to "Term Loan Proportionate _ Shares". _ _ (j) SUBPARAGRAPH 2.02(E) is amended by changing the _ term "Maturity Date" in the one place it appears in CLAUSE _ (I)(C) thereof to "Term Loan Maturity Date". _ _ (k) SUBPARAGRAPH 2.02(F) is amended by changing the _ first sentence thereof to read in its entirety as follows: _ _ Subject to SUBPARAGRAPH 2.05(D), Borrower shall repay _ the principal amount of the Term Loans in five (5) _ equal installments of $25,000,000 each payable on the _ last day of each March and September, commencing _ September 30, 1995 and ending on September 30, 1997 _ (each such date to be referred to herein as a "TERM _ LOAN INSTALLMENT DATE"); PROVIDED, HOWEVER, that the _ principal payment due on September 30, 1997 (the "TERM _ LOAN MATURITY DATE") shall be in the amount necessary _ to pay all remaining unpaid principal on all Term _ Loans. _ _ (l) SUBPARAGRAPH 2.03(A) is amended by changing CLAUSE _ (I) thereof to read in its entirety as follows: _ _ (i) The aggregate principal amount of all _ Revolving Loans outstanding at any time (the _ "OUTSTANDING REVOLVER CREDIT") shall not exceed an _ amount (the "BORROWING BASE") equal to the lesser at _ such time of: _ _ (A) The Total Revolving Loan Commitment at _ such time; and _ _ (B) The sum at such time of: _ _ (1) Ninety percent (90%) of Eligible _ Borrower Accounts owed by an account debtor _ having either (y) a long-term debt rating of _ at least BBB (or its equivalent) from _ Standard and Poor's Ratings Group or (z) a _ short-term debt rating of at least A-1 (or _ its equivalent) from Standard and Poor's _ Ratings Group; _ _ (2) Eighty percent (80%) of Eligible _ Borrower Accounts owed by other account _ debtors; _ _ (3) The lesser at such time of (y) _ thirty percent (30%) of Eligible Borrower _ Inventory and (z) $60,000,000; and _ _ (4) If the Quantum Europe Note and _ Borrower's Lien in the accounts of Quantum _ Europe securing the Quantum Europe Note are _ then subject to a first priority perfected _ security interest (or Similar Lien) in favor _ of Administrative Agent for the benefit of _ the Agents and Banks, the least at such time _ of (x) the outstanding principal amount of _ the Quantum Europe Note, (y) $65,000,000 and _ (z) sixty percent (60%) of the Eligible _ Quantum Europe Accounts securing the Quantum _ Europe Note. _ _ (m) SUBPARAGRAPH 2.03(B) is amended by changing _ CLAUSES (I) AND (II) thereof to read in their entirety as _ follows: _ _ (i) Borrower may not reduce the Total Revolving _ Loan Commitment if, after giving effect to such _ reduction, the Outstanding Revolver Credit would exceed _ the Total Revolving Loan Commitment as so reduced; and _ _ (ii) Borrower may not cancel the Total Revolving _ Loan Commitment if, after giving effect to such _ cancellation, any Revolving Loan would remain _ outstanding. _ _ (n) SUBPARAGRAPH 2.04(C) is amended by changing the _ term "Maturity Date" in the one place it appears in the _ first sentence thereof and the two places it appears in the _ last sentence thereof to "Revolving Loan Maturity Date". _ _ (o) SUBPARAGRAPH 2.04(D) is deleted in its entirety. _ _ (p) SUBPARAGRAPH 2.05(C) is amended by changing the _ term "Outstanding Revolver/LC Credit" in the one place it _ appears in CLAUSE (I) thereof to "Outstanding Revolver _ Credit". _ _ (q) SUBPARAGRAPH 2.05(C) is further amended by _ changing CLAUSES (IV), (V) , (VI) AND (VII) thereof to read _ in their entirety as follows: _ _ (iv) If, at any time on or after twelve (12) _ months from the Closing Date, Borrower issues or sells _ any MKE Subordinated Debt, Borrower shall, immediately _ after such issuance or sale, prepay Term Loans in an _ aggregate principal amount equal to fifty percent (50%) _ of the Net Proceeds of such debt. _ _ (v) If, at any time after the Closing Date, _ Borrower issues or sells any other Subordinated Debt _ (other than any MKE Subordinated Debt), Borrower shall, _ immediately after such issuance or sale, prepay Term _ Loans in an aggregate principal amount equal to fifty _ percent (50%) of the Net Proceeds of such debt. _ _ (vi) If, at any time after the Closing Date, _ Borrower issues or sells any other 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. _ _ (vii) If, at any time after the Closing Date, _ Borrower issues or sells any Equity Securities (other _ than an issuance or sale where the total proceeds are _ less than $10,000,000), Borrower shall, immediately _ after such issuance or sale, prepay Term Loans in an _ aggregate principal amount equal to fifty percent (50%) _ of the Net Proceeds of such Equity Securities. _ _ (r) SUBPARAGRAPH 2.05(D) is amended by changing the _ term "Maturity Date" in the one place it appears in the _ second sentence thereof to "Term Loan Maturity Date". _ _ (s) SUBPARAGRAPH 2.06(C) is amended by changing the _ parenthetical on the third and fourth lines thereof to read _ in its entirety as follows: _ _ (including, without limitation, principal or interest _ payable on any Loan or interest thereon, any fees or _ other amounts) _ _ (t) SUBPARAGRAPH 2.06(D) is amended to read in its _ entirety as follows: _ _ (d) APPLICATION OF PAYMENTS. All payments _ hereunder shall be applied first to unpaid fees, costs _ and expenses then due and payable under this Agreement _ or the other Credit Documents, second to accrued _ interest then due and payable under this Agreement or _ the other Credit Documents and finally to reduce the _ principal amount of outstanding Loans. _ _ (u) SUBPARAGRAPH 2.08(A) is amended by changing the _ first sentence thereof to read in its entirety as follows: _ _ Each Bank shall, before 11:00 A.M. on the date of each _ Borrowing, make available to Administrative Agent at _ its office specified in PARAGRAPH 8.01, in same day or _ immediately available funds, such Bank's pro rata share _ of such Borrowing. _ _ (v) SUBPARAGRAPH 2.08(B) is amended to read in its _ entirety as follows: _ _ (b) BANK FAILURE TO FUND. Unless Administrative _ Agent shall have received notice from a Bank prior to _ the date of any Borrowing that such Bank will not make _ available to Administrative Agent such Bank's pro rata _ share of such Borrowing, Administrative Agent may _ assume that such Bank has made such portion available _ to Administrative Agent on the date of such Borrowing _ in accordance with SUBPARAGRAPH 2.08(A), and _ Administrative Agent may, in reliance upon such _ assumption, make available to Borrower (or otherwise _ disburse) on such date a corresponding amount. If any _ Bank does not make the amount of its pro rata share of _ any Borrowing available to Administrative Agent on or _ prior to the date of such Borrowing, such Bank shall _ pay to Administrative Agent, on demand, interest which _ shall accrue on such amount until made available to _ Administrative Agent at rates equal to (i) the daily _ Federal Funds Rate during the period from the date of _ such Borrowing through the third Business Day _ thereafter and (ii) the Base Rate thereafter. A _ certificate of Administrative Agent submitted to any _ Bank with respect to any amounts owing under this _ SUBPARAGRAPH 2.08(B) shall be conclusive absent _ manifest error. If any Bank's pro rata share of any _ Borrowing is not in fact made available to _ Administrative Agent by such Bank within three (3) _ Business Days after the date of such Borrowing, _ Borrower shall pay to Administrative Agent, on demand, _ an amount equal to such pro rata share together with _ interest thereon, for each day from the date such _ amount was made available to Borrower until the date _ such amount is repaid to Administrative Agent, at the _ interest rate applicable at the time to the Loans _ comprising such Borrowing. _ _ (w) SUBPARAGRAPH 2.08(C) is amended to read in its _ entirety as follows: _ _ (c) BANKS' OBLIGATIONS SEVERAL. The failure of _ any Bank to make the Loan to be made by it as part of _ any Borrowing shall not relieve any other Bank of its _ obligation hereunder to make its Loan on the date of _ such Borrowing, but no Bank shall be responsible for _ the failure of any other Bank to make the Loan to be _ made by such other Bank on the date of any Borrowing. _ _ (x) SUBPARAGRAPH 2.09(A) is amended by changing CLAUSE _ (I) thereof to read in its entirety as follows: _ _ (i) Each Revolving Loan Borrowing and each _ reduction of the Total Revolving Loan Commitment shall _ be made by or shared among the Banks pro rata according _ to their respective Revolving Loan Proportionate _ Shares; the Term Loan Borrowing shall be made by the _ Banks pro rata according to their respective Term Loan _ Proportionate Shares; _ _ (y) SUBPARAGRAPH 2.09(A) is further amended by (i) _ changing the term "Proportionate Share" in the one place it _ appears in CLAUSE (IV) thereof to "Revolving Loan _ Proportionate Share"; (ii) adding the word "and" at the end _ of CLAUSE (V) thereof; (iii) deleting CLAUSES (VI) AND (VII) _ in their entirety; and (iv) changing the designation of _ CLAUSE (VIII) to "(vi)". _ _ (z) SUBPARAGRAPH 2.09(B) is amended by changing the _ phrase "Loans or Reimbursement Obligations" in the three _ places it appears in the first sentence thereof to "Loans". _ _ (aa) SUBPARAGRAPH 2.10(C) is amended by changing the _ phrase "Revolving LIBOR Loan, Term LIBOR Borrowing Portion _ or Letter of Credit or such Bank's Commitments" where it _ appears in CLAUSE (III) thereof and in the third and fourth _ lines thereafter to "Revolving LIBOR Loan or Term LIBOR _ Borrowing Portion or such Bank's Commitments". _ _ (bb) SUBPARAGRAPH 2.10(D) is amended by deleting the _ words ", the Letters of Credit" where they appear once in _ CLAUSE (II) of the first sentence thereof. _ _ (cc) SUBPARAGRAPH 2.13(A) is amended by adding thereto, _ immediately after CLAUSE (VI), a new proviso to read in its _ entirety as follows: _ _ PROVIDED, HOWEVER, that, after any sale of the property _ covered by the Borrower Mortgage as permitted by CLAUSE _ (IX) OF SUBPARAGRAPH 5.02(C), (A) the Obligations shall _ not be secured by the Borrower Mortgage and (B) _ Administrative Agent shall execute such documents, _ instruments and agreements as Borrower may reasonably _ request to release the Borrower Mortgage. _ _ (dd) SUBPARAGRAPH 3.02(A) is amended to read in its _ entirety as follows: _ _ (a) Borrower shall have delivered to _ Administrative Agent the Notice of Borrowing, Notice of _ Conversion or Notice of Interest Period Selection, as _ the case may be, for such Credit Event in accordance _ with this Agreement; _ _ (ee) SUBPARAGRAPH 3.02(B) is amended by changing CLAUSE _ (III) thereof to read in its entirety as follows: _ _ (iii) In the case of Credit Events with respect to _ Revolving Loan Borrowings, no adverse change in the _ Borrowing Base shall have occurred since the date of _ the most recent Borrowing Base Certificate; and _ _ (ff) PARAGRAPH 3.02 is further amended by changing the _ last sentence thereof to read in its entirety as follows: _ _ The submission by Borrower to Administrative Agent of _ each Notice of Borrowing, each Notice of Conversion _ (other than a notice for a conversion to a Revolving _ Base Rate Loan or a Term Base Rate Loan Portion) and _ each Notice of Interest Period Selection shall be _ deemed to be a representation and warranty by Borrower _ as of the date thereon as to the above. _ _ (gg) SUBPARAGRAPH 5.02(A) is amended by changing _ CLAUSES (III), (VI), (VIII), (XI), (XVII) AND (XVIII) _ thereof to read in their entirety as follows: _ _ (iii) Indebtedness under purchase money loans and _ Capital Leases incurred by Borrower or any of its _ Subsidiaries to finance the acquisition by such Person _ of real property, fixtures or equipment provided that _ (A) in each case, (y) such Indebtedness is incurred by _ such Person at the time of, or not later than forty- _ five (45) days after, the acquisition by such Person of _ the property so financed and (z) such Indebtedness does _ not exceed the purchase price of the property so _ financed and (B) the aggregate amount of such _ Indebtedness outstanding at any time does not exceed _ $40,000,000; _ _ (vi) Indebtedness of Borrower under the Sumitomo _ LC Agreement, provided that (A) the only credit _ extended to Borrower by the Sumitomo LC Banks pursuant _ to the Sumitomo LC Agreement consists of letters of _ credit issued for the benefit of MKE or its affiliates _ to secure obligations owed by Borrower to the _ beneficiaries for the purchase price of inventory; (B) _ the sum at any time of the aggregate face amount of all _ letters of credit issued by the Sumitomo LC Banks under _ the Sumitomo LC Agreement plus the aggregate amount of _ all unreimbursed drawings under such letters of credit _ does not exceed eighty-five million Dollars _ ($85,000,000); (C) the Indebtedness of Borrower under _ the Sumitomo LC Agreement is at all times unsecured; _ and (D) the financial covenants of Borrower set forth _ in the Sumitomo LC Agreement are not more restrictive _ than the financial covenants of Borrower set forth in _ SUBPARAGRAPH 5.02(M); _ _ (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; (B) _ the Net Proceeds of such Indebtedness are applied to _ prepay the Term Loans as required by SUBPARAGRAPH _ 2.05(C); and (C) the aggregate amount of all _ Subordinated Debt of Borrower (including MKE _ Subordinated Debt) does not exceed $300,000,000; _ _ (xi) Indebtedness of Borrower and its Subsidiaries _ under initial or successive refinancings of any _ Indebtedness permitted by CLAUSE (II), (III) OR (VI) _ above, provided that (A) the principal amount of any _ such refinancing does not exceed the principal amount _ of the Indebtedness being refinanced and (B) the _ material terms and provisions of any such refinancing _ (including maturity, redemption, prepayment, default _ and subordination provisions) are no less favorable to _ the Banks than the Indebtedness being refinanced; _ _ (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 reasonably acceptable to the _ Required Banks; (B) the Net Proceeds of such _ Indebtedness are applied to prepay the Term Loans as _ required by SUBPARAGRAPH 2.05(C); and (C) the aggregate _ amount of all Subordinated Debt of Borrower (including _ MKE Subordinated Debt) does not exceed $300,000,000; _ and _ _ (xviii) Other Indebtedness of Borrower and its _ Subsidiaries, provided that the aggregate principal _ amount of all such Indebtedness does not exceed _ $40,000,000 at any time; _ _ (hh) SUBPARAGRAPH 5.02(C) is amended by (i) deleting _ the word "and" at the end of CLAUSE (VIII) thereof; (ii) _ changing the designation of CLAUSE (IX) to "(x)"; and (iii) _ adding thereto, immediately after CLAUSE (VIII), a new _ CLAUSE (IX) to read in its entirety as follows: _ _ (ix) Sale by Borrower of the property covered by _ the Borrower Mortgage in a sale and leaseback _ transaction; and _ _ (ii) SUBPARAGRAPH 5.02(E) is amended by changing the _ amount "$50,000,000" in the one place it appears in CLAUSE _ (X)(A) thereof to "$65,000,000". _ _ (jj) SUBPARAGRAPH 5.02(F) is amended by deleting the _ word "and" at the end of CLAUSE (I) thereof. _ _ (kk) SUBPARAGRAPH 5.02(G) is amended to read in its _ entirety as follows: _ _ (g) CAPITAL EXPENDITURES. Borrower and its _ Subsidiaries shall not pay or incur (without _ duplication) in any of the periods set forth below _ Capital Expenditures in an aggregate amount which _ exceeds the amount set forth opposite such period below _ (plus, during the first sixty (60) days of any such _ period, any portion of such permitted amounts of _ Capital Expenditures not paid or incurred during the _ immediately preceding period): _ _ Closing Date - _ March 31, 1995 $100,000,000; _ April 1, 1995 - _ March 31, 1996 $225,000,000; _ April 1, 1996 - _ March 31, 1997 $250,000,000; _ April 1, 1997 - _ March 31, 1998 $250,000,000; _ April 1, 1998 - _ Revolving Loan Maturity Date $125,000,000. _ _ (ll) SUBPARAGRAPH 5.02(I) is amended to read in its _ entirety as follows: _ _ (i) CERTAIN INDEBTEDNESS PAYMENTS, ETC. Neither _ Borrower nor any of its Subsidiaries shall pay, prepay, _ redeem, purchase, defease or otherwise satisfy in any _ manner prior to the scheduled payment thereof any _ Subordinated Debt; amend, modify or otherwise change _ the terms of any document, instrument or agreement _ evidencing Subordinated Debt so as to increase its _ obligations thereunder or accelerate the scheduled _ payment thereof; or amend, modify or otherwise change _ any of the subordination or other provisions of any _ document, instrument or agreement evidencing _ Subordinated Debt in a manner which adversely affects _ the material rights of the Agents and Banks; except as _ follows: _ _ (i) Borrower shall prepay the DEC Note as _ required under SUBPARAGRAPH 5.01(H); _ _ (ii) Borrower may redeem the Convertible _ Subordinated Debentures in part in an aggregate _ amount not exceeding $6,647,250, provided that no _ Default or Event of Default has occurred and is _ continuing or would result from such redemption; _ and _ _ (iii) Borrower may redeem the Convertible _ Subordinated Debentures in whole provided that: _ _ (A) (1) No Default or Event of Default has _ occurred and is continuing or would result _ from such redemption; (2) such redemption is _ made pursuant to a written agreement with an _ underwriter of recognized standing, whereby _ the underwriter agrees (x) to purchase all of _ the Convertible Subordinated Debentures from _ Borrower on the date of redemption for the _ aggregate redemption price paid or to be paid _ by Borrower for such debentures, (y) to _ convert all of the Convertible Subordinated _ Debentures so purchased to stock on the date _ of redemption pursuant to the terms of such _ debentures and (z) to market such stock in _ the secondary market; and (3) the net effect _ of such redemption on Borrower is otherwise _ the same as a conversion of all of the _ Convertible Subordinated Debentures by the _ holders thereof pursuant to the terms of such _ debentures with no cash payment by Borrower; _ or _ _ (B) Such redemption is otherwise approved by _ Required Banks. _ _ (mm) SUBPARAGRAPH 5.02(M) is amended by changing CLAUSE _ (I) thereof to read in its entirety as follows: _ _ (i) Borrower shall not permit its cumulative _ Fixed Charge Coverage Ratio for each period set forth _ below to be less than the ratio set forth opposite such _ period below: _ _ October 1, 1994 - _ December 31, 1994 1.50; _ October 1, 1994 - _ March 31, 1995 1.50; _ October 1, 1994 - _ June 30, 1995 2.00; _ October 1, 1994 - _ September 30, 1995 2.50; _ January 1, 1995 - _ December 31, 1995 2.50; _ April 1, 1995 - _ March 31, 1996 2.50; _ Each consecutive four- _ quarter period ending _ on the last day of each _ quarter thereafter 3.00. _ _ (nn) SUBPARAGRAPH 5.02(M) is further amended by _ changing CLAUSE (III)(C) thereof to read in its entirety as _ follows: _ _ (C) One hundred percent (100%) of the Net _ Proceeds of all Equity Securities issued by Borrower _ and its Subsidiaries (excluding any issuance where the _ total proceeds are less than $10,000,000) during the _ period commencing on the base date and ending on the _ determination date; and _ _ (oo) SUBPARAGRAPH 5.02(M) is further amended by _ changing CLAUSE (IV) thereof to read in its entirety as _ follows: _ _ (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 31, 1996 1.35; _ _ Thereafter 1.10. _ _ (pp) SUBPARAGRAPH 5.02(M) is further amended by _ changing CLAUSE (VI) thereof to read in its entirety as _ follows: _ _ (vi) Borrower shall not permit its Quick Ratio to _ be less than 0.85 at any time. _ _ (qq) SUBPARAGRAPH 6.01(A) is amended to read in its _ entirety as follows: _ _ (a) Borrower (i) shall fail to pay when due any _ principal or interest on the Loans or (ii) shall fail _ to pay when due any other payment required under the _ terms of this Agreement or any of the other Credit _ Documents and such failure shall continue for two (2) _ Business Days after notice thereof has been given to _ Borrower by any Agent; or _ _ (rr) SUBPARAGRAPH 6.01(E) is amended to read in its _ entirety as follows: _ _ (e) (i) Borrower or any of Borrower's _ Subsidiaries (A) shall fail to make a payment or _ payments in an aggregate amount of $1,000,000 or more _ when due under the terms of any bond, debenture, note _ or other evidence of indebtedness to be paid by such _ Person (excluding this Agreement and the other Credit _ Documents or any intercompany Indebtedness between _ Borrower and any of its Subsidiaries, but including any _ other evidence of indebtedness of Borrower or any of _ its Subsidiaries to any Bank) and such failure shall _ continue beyond any period of grace provided with _ respect thereto, or (B) shall fail to make any other _ payment or payments when due under or otherwise default _ in the observance or performance of any other _ agreement, term or condition contained in any such _ bond, debenture, note or other evidence of _ indebtedness, and the effect of such failure or default _ is to cause, or permit the holder or holders thereof to _ cause indebtedness in an aggregate amount of $5,000,000 _ or more to become due prior to its stated date of _ maturity; or (ii) the beneficiaries of any letters of _ credit issued under the Sumitomo LC Agreement shall _ make a drawing or drawings under such letters of _ credit, Borrower or any of its Subsidiaries shall _ provide cash collateral or any other security for _ Borrower's obligations under the Sumitomo LC Agreement, _ any of the Sumitomo LC Banks or any agent therefor _ shall demand any such cash collateral or other security _ or any event of default shall occur under the Sumitomo _ LC Agreement; or _ _ (ss) PARAGRAPH 6.02 is amended to read in its entirety _ as follows: _ _ Upon the occurrence or existence of any Event of _ Default (other than an Event of Default referred to in _ SUBPARAGRAPH 6.01(F) or 6.01(G)) and at any time _ thereafter during the continuance of such Event of _ Default, Administrative Agent may, with the consent of _ the Required Banks, or shall, upon instructions from _ the Required Banks, by written notice to Borrower, _ (a) terminate the Commitments and the obligations of _ the Banks to make Loans and/or (b) declare all _ outstanding Obligations payable by Borrower to be _ immediately due and payable without presentment, _ demand, protest or any other notice of any kind, all of _ which are hereby expressly waived, anything contained _ herein or in the Notes to the contrary notwithstanding. _ Upon the occurrence or existence of any Event of _ Default described in SUBPARAGRAPH 6.01(F) or 6.01(G), _ immediately and without notice, (1) the Commitments and _ the obligations of the Banks to make Loans shall _ automatically terminate and (2) all outstanding _ Obligations payable by Borrower hereunder shall _ automatically become immediately due and payable, _ without presentment, demand, protest or any other _ notice of any kind, all of which are hereby expressly _ waived, anything contained herein or in the Notes to _ the contrary notwithstanding. In addition to the _ foregoing remedies, upon the occurrence or existence of _ any Event of Default, Administrative Agent may exercise _ any right, power or remedy permitted to it by law, _ either by suit in equity or by action at law, or both. _ Immediately after taking any action under this _ PARAGRAPH 6.02, Administrative Agent shall notify and _ each Bank of such action. _ _ (tt) PARAGRAPH 8.01 is amended by (i) changing the _ reference to "Borrower, Administrative Agent or LC Paying _ Agent" on the fifth and sixth lines thereof to "Borrower or _ Administrative Agent"; (ii) deleting from the proviso at the _ end of the second sentence thereof the words "or LC Paying _ Agent"; (iii) deleting the address and telephone and _ facsimile numbers for the "LC Paying Agent;" and (iv) _ changing the first sentence after the address of Borrower to _ read in its entirety as follows: _ _ Each Notice of Borrowing, Notice of Loan Conversion and _ Notice of Interest Period Selection shall be given by _ Borrower to Administrative Agent to the office of such _ Person located at the address referred to above during _ such Person's normal business hours; PROVIDED, HOWEVER, _ that any such notice received by any such Person after _ 1:00 P.M. on any Business Day shall be deemed received by _ such Person on the next Business Day. _ _ (uu) PARAGRAPH 8.02 is amended by changing CLAUSES (B), _ (C) AND (D) of the first sentence thereof to read in their _ entirety as follows: _ _ (b) all reasonable Attorney Costs and other reasonable _ fees and expenses payable to third parties incurred by _ Agents in connection with the preparation, negotiation, _ execution, delivery and syndication of this Agreement _ and the other Credit Documents, and the preparation, _ negotiation, execution and delivery of amendments and _ waivers hereunder and thereunder; (c) all reasonable _ Attorney Costs and other reasonable fees and expenses _ payable to third parties incurred by Agents in _ connection with the exercise of their rights or duties _ under this Agreement and the other Credit Documents; _ and (d) all reasonable Attorney Costs and other _ reasonable fees and expenses payable to third parties _ incurred by any Agent or any Bank in the enforcement or _ attempted enforcement of any of the Obligations or in _ preserving any of Agents' or the Banks' rights and _ remedies (including all such fees and expenses incurred _ in connection with any "workout" or restructuring _ affecting the Credit Documents or the Obligations or _ any bankruptcy or similar proceeding involving Borrower _ or any of its Subsidiaries) _ _ (vv) PARAGRAPH 8.03 is amended by changing CLAUSE (A) _ of the first sentence thereof to read in its entirety as _ follows: _ _ (a) any use by Borrower of any proceeds of the Loans, _ _ (ww) SUBPARAGRAPH 8.04 is amended to read in its _ entirety as follows: _ _ 8.04. WAIVERS; AMENDMENTS. Any term, _ covenant, agreement or condition of this Agreement or _ any other Credit Document may be amended or waived if _ such amendment or waiver is in writing and is signed by _ Borrower and the Required Banks; PROVIDED, HOWEVER _ that: _ _ (a) Any amendment, waiver or consent which _ (i) amends this PARAGRAPH 8.04, (ii) releases any _ substantial part of the Collateral (other than _ sales or dispositions of assets permitted under _ SUBPARAGRAPH 5.02(C)) or (iii) amends the _ definition of Required Banks must be in writing _ and signed or approved in writing by all Banks; _ _ (b) Any amendment, waiver or consent which _ (i) increases the Total Revolving Loan Commitment, _ (ii) extends the Revolving Loan Maturity Date, _ (iii) reduces the principal of or interest on the _ Revolving Loans or any fees or other amounts _ payable for the account of the Revolving Loan _ Banks hereunder, or (iv) postpones any date fixed _ for any payment of the principal of or interest on _ the Revolving Loans or any fees or other amounts _ payable for the account of the Revolving Loan _ Banks hereunder must be in writing and signed or _ approved in writing by all Revolving Loan Banks; _ _ (c) Any amendment, waiver or consent which _ (i) increases the Total Term Loan Commitment, _ (ii) extends the Term Loan Maturity Date, _ (iii) reduces the principal of or interest on the _ Term Loans or any fees or other amounts payable _ for the account of the Term Loan Banks hereunder, _ or (iv) postpones any date fixed for any payment _ of the principal of or interest on the Term Loans _ or any fees or other amounts payable for the _ account of the Term Loan Banks hereunder must be _ in writing and signed or approved in writing by _ all Term Loan Banks; _ _ (d) Any amendment, waiver or consent which _ increases or decreases the Revolving Loan _ Proportionate Share or Term Loan Proportionate _ Share of any Bank must be in writing and signed by _ such Bank; and _ _ (e) Any amendment, waiver or consent which _ affects the rights or obligations of any Agent _ must be in writing and signed by such Agent. _ _ No failure or delay by any Agent or any Bank in _ exercising any right hereunder shall operate as a _ waiver thereof or of any other right nor shall any _ single or partial exercise of any such right preclude _ any other further exercise thereof or of any other _ right. Unless otherwise specified in such waiver or _ consent, a waiver or consent given hereunder shall be _ effective only in the specific instance and for the _ specific purpose for which given. _ _ (xx) SUBPARAGRAPH 8.05(B) is amended by changing the _ reference "CLAUSE (I), (II), (III) OR (IV) OF SUBPARAGRAPH _ 8.04(A)" where it appears once in the proviso to the second _ sentence thereof to "CLAUSE (I), (II), (III) OR (IV) OF _ SUBPARAGRAPH 8.04(B) OR SUBPARAGRAPH 8.04(C), as _ appropriate". _ _ (yy) SUBPARAGRAPH 8.05(C) is amended by (i) changing _ the phrase "Borrower, Administrative Agent and each Issuing _ Bank" in the two places it appears in CLAUSE (I) thereof to _ "Borrower and Administrative Agent" and (ii) changing the _ portion of such subparagraph which appears after CLAUSE (IV) _ thereof to read in its entirety as follows: _ _ Upon such execution, delivery, acceptance and recording _ of each Assignment Agreement, from and after the _ Assignment Effective Date determined pursuant to such _ Assignment Agreement, (A) each Assignee Bank thereunder _ shall be a Bank hereunder with a Revolving Loan _ Proportionate Share and/or Term Loan Proportionate _ Share as set forth on ATTACHMENT 1 TO SUCH ASSIGNMENT _ AGREEMENT and shall have the rights, duties and _ obligations of such a Bank under this Agreement and the _ other Credit Documents, and (B) the Assignor Bank _ thereunder shall be a Bank with a Revolving Loan _ Proportionate Share and/or Term Loan Proportionate _ Share as set forth on ATTACHMENT 1 TO SUCH ASSIGNMENT _ AGREEMENT, or, if the Revolving Loan Proportionate _ Share and Term Loan Proportionate Share of the Assignor _ Bank have each been reduced to 0%, the Assignor Bank _ shall cease to be a Bank; PROVIDED, HOWEVER, that any _ such Assignor Bank which ceases to be a Bank shall _ continue to be entitled to the benefits of any _ provision of this Agreement which by its terms survives _ the termination of this Agreement. Each Assignment _ Agreement shall be deemed to amend SCHEDULE I to the _ extent, and only to the extent, necessary to reflect _ the addition of each Assignee Bank, the deletion of _ each Assignor Bank which reduces its Revolving Loan _ Proportionate Share and Term Loan Proportionate Share _ to 0% and the resulting adjustment of Revolving Loan _ Proportionate Shares and/or Term Loan Proportionate _ Shares arising from the purchase by each Assignee Bank _ of all or a portion of the rights and obligations of an _ Assignor Bank under this Agreement and the other Credit _ Documents. On or prior to the Assignment Effective _ Date determined pursuant to each Assignment Agreement, _ Borrower, at its own expense, shall execute and deliver _ to Administrative Agent, in exchange for the _ surrendered Revolving Loan Note and/or Term Loan Note _ of the Assignor Bank thereunder, a new Revolving Loan _ Note and/or Term Loan Note to the order of each _ Assignee Bank thereunder (with each new Revolving Loan _ Note to be in an amount equal to the Revolving Loan _ Commitment assumed by such Assignee Bank and each new _ Term Loan Note to be in the original principal amount _ of the Term Loan then held by such Assignee Bank) and, _ if the Assignor Bank is continuing as a Bank hereunder, _ a new Revolving Loan Note and/or Term Loan Note to the _ order of the Assignor Bank (with the new Revolving Loan _ Note to be in an amount equal to the Revolving Loan _ Commitment retained by it and the new Term Loan Note to _ be in the original principal amount of the Term Loan _ retained by it). Each such new Note shall be dated the _ Closing Date and otherwise be in the form of the Note _ replaced thereby (provided that Borrower shall not be _ obligated to pay any additional interest to any _ Assignee Bank in respect to any principal payments made _ prior to the Effective Date of the Assignment to such _ Assignee Bank). The Notes surrendered by the Assignor _ Bank shall be returned by Administrative Agent to _ Borrower marked "replaced". Each Assignee Bank which _ was not previously a Bank hereunder and which is not _ incorporated under the laws of the United States of _ America or a state thereof shall, within three (3) _ Business Days of becoming a Bank, deliver to Borrower _ and Administrative Agent either two duly completed _ copies of United States Internal Revenue Service Form _ 1001 or 4224 (or successor applicable form), as the case may _ be, certifying in each case that such Bank is entitled _ to receive payments under this Agreement without _ deduction or withholding of any United States federal _ income taxes. _ _ (zz) SUBPARAGRAPH 8.05(D) is amended by changing the _ phrase "Proportionate Share" where it appears once in the _ first sentence thereof to "Revolving Loan Proportionate _ Share and Term Loan Proportionate Share". _ _ (aaa) SUBPARAGRAPH 8.05(E) is amended by changing the _ phrase "Proportionate Shares" where it appears once in the _ last sentence thereof to "Revolving Loan Proportionate _ Shares and Term Loan Proportionate Shares". _ _ (bbb) SCHEDULE I is amended to read in its entirety as _ set forth in ATTACHMENT 1 hereto. _ _ (ccc) SCHEDULE II is deleted in its entirety. _ _ (ddd) SCHEDULE 2.01A(K) is deleted in its entirety. _ _ (eee) EXHIBIT P is amended by changing ATTACHMENT 1 _ thereto to read in its entirety as set forth in ATTACHMENT 2 _ hereto. _ _ (fff) EXHIBIT S is amended by (i) changing the term _ "Proportionate Share" where it appears once in PARAGRAPH 2 _ thereof, twice in PARAGRAPH 4 thereof, once in PARAGRAPH 5 _ thereof and twice in PARAGRAPH 10 thereof to "Revolving Loan _ Proportionate Share and Term Loan Proportionate Share"; (ii) _ changing the phrase "set forth under the caption _ 'Proportionate Share' opposite such Assignee Bank's name on _ ATTACHMENT 1 hereto" at the end of PARAGRAPH 2 thereof to _ "set forth under the captions 'Revolving Loan Proportionate _ Share' and 'Term Loan Proportionate Share,' respectively, _ opposite such Assignee Bank's name on ATTACHMENT 1 hereto"; _ and (iii) changing ATTACHMENT 1 thereto to read in its _ entirety as set forth in ATTACHMENT 3 hereto. _ _ (ggg) EXHIBIT U is amended by (i) changing the amount _ "US$50,000,000" where it appears twice therein to _ "US$[_____________]"; (ii) changing the word and year _ "[Date], 1994" where it appears once therein to "[Date]"; _ and (iii) changing the words "Fifty Million U.S. Dollars" _ where it appears once therein to "[_____________] U.S. _ Dollars". _ _ (hhh) EXHIBIT V, EXHIBIT W and EXHIBIT X are deleted in _ their entirety. _ _ _ 3. REPRESENTATIONS AND WARRANTIES. Borrower hereby _represents and warrants to the Existing Banks and the New Bank _(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 such date _ (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. EFFECTIVE DATE. The amendments effected by PARAGRAPH 2 _above shall become effective on September 29, 1995 (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: _ _ (a) This Amendment duly executed by Borrower, each _ Bank and 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 each Subsidiary _ which has executed a Subsidiary Security Agreement; _ _ (d) A Certificate of the Secretary of Borrower, dated _ the Effective Date, certifying that the Certificate of _ Incorporation, Bylaws and Board resolutions of Borrower, in _ the forms delivered to Agent on the Effective Date, are in _ full force and effect and have not been amended, _ supplemented, revoked or repealed since such date; _ _ (e) A favorable written opinion of Cooley, Godward, _ Castro, Huddleson & Tatum, 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) An amendment to the Borrower Mortgage to reflect _ the increase in the "Obligations" secured thereby from _ $350,000,000 to $450,000,000 duly executed by Borrower and _ Administrative Agent and appropriately notarized for _ recording in Massachusetts; _ _ (g) A date-down endorsement (or similar endorsement) _ to the title insurance policy issued by Stewart Title _ Guaranty Company and delivered to Administrative Agent as _ ITEM E(10) OF SCHEDULE 3.10 TO THE CREDIT AGREEMENT, which _ endorsement insures that no encumbrances or other Liens have _ been recorded against the real property covered by the _ Borrower Mortgage since the date on which the Borrower _ Mortgage was recorded; _ _ (h) A copy of the Credit Agreement dated as of _ September 22, 1995 among Borrower, The Sumitomo Bank, _ Limited and certain other banks, duly executed by each of _ the parties thereto; _ _ (i) An amendment fee for each Bank which currently is _ a party to the Credit Agreement, in an amount equal to _ 0.0625% of the sum of (i) such Bank's current Revolving Loan _ Commitment plus (ii) the current amount of such Bank's Term _ Loan; _ _ (j) A participation fee (i) for each Existing Bank _ which increases its Revolving Loan Commitment pursuant to _ this Amendment, in an amount equal to 0.25% of the remainder _ of (A) such increase minus (B) the principal payment on such _ Bank's Term Loan due on October 2, 1995; and (ii) for the _ New Bank in an amount equal to 0.25% of the New Bank's _ Revolving Loan Commitment; _ _ (k) All LC Issuance Fees, LC Usage Fees and all other _ fees and amounts, if any, payable to Administrative Agent, _ the Banks, the Issuing Banks and the LC Paying Agent and _ accrued through and unpaid on the Effective Date pursuant to _ the Issuing Banks' Fee Letter, the LC Applications or any _ other existing Credit Document; and _ _ (l) Such other evidence as any Agent, LC Paying 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 the Effective Date, Administrative Agent shall calculate the _Revolving Loan Proportionate Share of each Bank which then has a _Revolving Loan Commitment (a "REVOLVER BANK") in each Revolving _Loan Borrowing which is then outstanding. Based upon such _calculation, the Revolver Banks shall purchase from and sell to _each other on the Effective Date such participations in the _outstanding Revolving Loans as Administrative Agent determines _are necessary to cause each Revolver Bank to hold a Revolving _Loan in each Revolving Loan Borrowing in a principal amount equal _to such Revolver Bank's Revolving Loan Proportionate Share of _such Revolving Loan Borrowing. _ _ _ 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 any Bank or Agent, nor _constitute a waiver of any provision of the Credit Agreement or _any other Credit Document. Without limiting the generality of _the foregoing, Borrower expressly agrees that the execution, _delivery and effectiveness of this Amendment shall not terminate _any obligation of Borrower to any Issuing Bank or any other Bank _or to LC Paying Agent or any other Agent in connection with the _Existing Letters of Credit, including, without limitation, any _obligation of Borrower to pay (a) any accrued and unpaid fees _payable under the Issuing Bank's Fee Letter, the LC Applications, _the Letters of Credit or the LC Paying Agent Agreement; (b) any _increased costs, indemnity amounts, fees and disbursements of _counsel (including the allocated cost, and disbursements, of _internal counsel) or other losses, costs, charges, expenses or _disbursements which may be incurred or suffered by the LC Paying _Agent or any of the Issuing Banks which are payable under the _Issuing Bank's Fee Letter, the LC Applications, the Letters of _Credit or the LC Paying Agent Agreement on account of actions, _omissions, events or conditions occurring prior to the Effective _Date or in connection with the enforcement or defense of the _rights and claims described in CLAUSE (A) above and this CLAUSE _(B) after the Effective Date; and (c) any accrued and unpaid _interest on amounts payable to the LC Paying Agent or an Issuing _Bank described in CLAUSES (A) AND (B) above. _ _ _ 6. EXPENSES. Pursuant to PARAGRAPH 8.02 OF THE CREDIT _AGREEMENT, Borrower shall pay to Agents, the Issuing Banks and LC _Paying Agent all reasonable Attorney Costs and other reasonable _fees and expenses payable to third parties incurred by Agents, _the Issuing Banks and LC Paying Agent in connection with the _preparation, negotiation, execution and delivery of this _Amendment and the additional Credit Documents. _ _ _ 7. 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: G. Edward McClammy _ Name: G. Edward McClammy _ Title: Director of Finance _ and Treasurer _ _ _ _ _MANAGING AGENTS: ABN AMRO BANK N.V., San Francisco _ International Branch, _ As a Managing Agent _ _ _ By: Robin S. Yim _ Name: Robin S. Yim _ Title: Vice President _ _ _ By: Robert N. Hartinger _ Name: Robert N. Hartinger _ Title: Group Vice President _ _ _ _ BARCLAYS BANK PLC, _ As a Managing Agent _ _ _ By: James C. Tan _ Name: James C. Tan _ Title: Associate Director _ _ _ _ CIBC INC., _ As a Managing Agent _ _ _ By: Stanley Sakai _ Name: Stanley Sakai _ Title: Vice President _ADMINISTRATIVE AGENT: CANADIAN IMPERIAL BANK OF COMMERCE, _ As Administrative Agent _ _ _ By: Stanley Sakai _ Name: Stanley Sakai _ Title: Vice President _ _ _ _LC PAYING AGENT: BANK OF AMERICA NATIONAL TRUST & _ SAVINGS ASSOCIATION, _ As LC Paying Agent _ _ _ By: Wendy M. Young _ Name: Wendy M. Young _ Title: Vice President _ _ _ _EXISTING BANKS: ABN AMRO BANK N.V., San Francisco _ International Branch, _ As a Bank _ _ _ By: Robin S. Yim _ Name: Robin S. Yim _ Title: Vice President _ _ _ By: Robert N. Hartinger _ Name: Robert N. Hartinger _ Title: Group Vice President _ _ _ _ BARCLAYS BANK PLC, _ As a Bank _ _ _ By: James C. Tan _ Name: James C. Tan _ Title: Associate Director _ _ _ By: James K. Downey _ Name: James K. Downey _ Title: Associate Director _ _ _ _ CIBC INC., _ As a Bank _ _ _ By: Stanley Sakai _ Name: Stanley Sakai _ Title: Vice President _ _ _ BANK OF AMERICA NATIONAL TRUST & _ SAVINGS ASSOCIATION, _ As a co-agent and as a Bank _ _ _ By: Kevin McMahon _ Name: Kevin McMahon _ Title: Vice President _ _ _ CHEMICAL BANK, _ As a co-agent and as a Bank _ _ _ By: John J. Huber III _ Name: John J. Huber III _ Title: Managing Director _ _ _ _ THE FIRST NATIONAL BANK OF BOSTON, _ As a co-agent and as a Bank _ _ _ _ By: Melissa S. Forbes _ Name: Melissa S. Forbes _ Title: Vice President _ _ _ _ THE INDUSTRIAL BANK OF JAPAN, _ LIMITED, _ As a co-agent and as a Bank _ _ _ By: Makoto Masuda _ Name: Makoto Masuda _ Title: Joint General Manager _ _ THE BANK OF NOVA SCOTIA, _ As a Bank _ _ _ By: Chris Johnson _ Name: Chris Johnson _ Title: Sr. Relationship Mgr. _ _ _ _ FLEET BANK OF MASSACHUSETTS, N.A., _ As a Bank _ _ _ By: Thomas W. Davies _ Name: Thomas W. Davies _ Title: Vice President _ _ _ _ THE LONG-TERM CREDIT BANK OF JAPAN, _ LTD., _ As a Bank _ _ _ By: Motokazu Uematsu _ Name: Motokazu Uematsu _ Title: Deputy General Mgr. _ _ _ _ THE NIPPON CREDIT BANK, LTD., _ As a Bank _ _ _ By: Kenneth W. McNerny _ Name: Kenneth W. McNerny _ Title: V.P. and Sr. Manager _ _ _ By: Masaki Iwataki _ Name: Masaki Iwataki _ Title: Vice President and Mgr. _ _ _ _ SANWA BANK CALIFORNIA, _ As a Bank _ _ _ By: Robert R. Shutt _ Name: Robert R. Shutt _ Title: Vice President _ _ _ _ SHAWMUT BANK, N.A., _ As a Bank _ _ _ By: Frank H. Benesh, III _ Name: Frank H. Benesh III _ Title: Director _ _ _ _ THE SUMITOMO BANK, LIMITED, _ As a Bank _ _ _ By: Yuji Harada _ Name: Yuyi Harada _ Title: General Manager _ _ _ _ By: Herman White, Jr. _ Name: Herman White, Jr. _ Title: Vice President _ _ _ _ UNION BANK, _ As a Bank _ _ _ By: N. Brusati Dias _ Name: N. Brusati Dias _ Title: VP and District Mgr. _ _ _ _NEW BANK: THE FUJI BANK, LIMITED, _ As a Bank _ _ _ By: Kazuo Kamio _ Name: Kazuo Kamio _ Title: General Manager _ _ _