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: Ed McClammy Vice President Finance, Treasurer and Acting CFO Telephone: (408) 894-5703 Facsimile: (408) 894-4562 (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, 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) 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 101 California Street Suite 4550 San Francisco, CA 94111-5812 Address for Notices: ABN AMRO Bank N.V. San Francisco International Branch 101 California Street, Suite 4550 San Francisco, CA 94111-5812 Attn: Robert N. Hartinger Robin S. Yim Telephone: (415) 984-3710 Fax: (415) 362-3524 ABN AMRO Bank, N.V. 355 Madison Avenue New York, NY 10017 Attn: Drew Helene Vice President, Syndications Telephone: (212) 370-8505 Fax: (212) 503-2689 or 682-0364 Wiring Instructions: ABN AMRO Bank N.V. ABA No.: 026-009-580 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 75 Wall Street New York, NY 10265 Address for Notices: Barclays Bank PLC 388 Market Street Suite 1700 San Francisco, CA 94111 Attention: James K. Zack Telephone: (415) 756-4732 Fax: (415) 765-4760 Wiring Instructions: Barclays Bank PLC 75 Wall Street New York, NY 10265 RT/ABA No.: 026002574 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. 9.6999999975% 9.6999999975% Applicable Lending Office: CIBC Inc. Two Paces West 2727 Paces Ferry Road, Suite 1200 Atlanta, GA 30339 Address for Notices: CIBC Inc. 425 Lexington Avenue New York, NY 10017 Attention: Arlene Tellerman Telephone: (212) 856-3695 Fax: (212) 856-3763 or 3799 Wiring Instructions: Morgan Guaranty Trust Company of New York New York, NY 10260 ABA No.: 021-000-238 Account No.: 630-00-480 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 1850 Gateway Boulevard, Fourth Floor Concord, CA 94520 Attention: Georg Korolkov Telephone: (510) 675-7335 Fax: (510) 675-7531 Address for Notices: Bank of America National Trust and Savings Association Credit Products-High Technology-SF #3697 555 California Street, 41st Floor San Francisco, CA 94104 Attention: Kevin McMahon Telephone: (415) 622-8088 Fax: (415) 622-2514 Wiring Instructions: Bank of America National Trust and Savings Association ABA No.: 121000358 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 435 Tasso Street, Suite 250 Palo Alto, CA 94301 Address for Notices: 435 Tasso Street, Suite 250 Palo Alto, CA 94301 Wiring Instructions: The First National Bank of Boston 100 Federal Street Boston, MA 02110 ABA No.: 011-000-390 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 555 California Street, Suite 3110 San Francisco, CA 94104 Address for Notices: The Industrial Bank of Japan, Limited San Francisco Agency 555 California Street, Suite 3110 San Francisco, CA 94104 Attention: Jeanette O'Donnell Telephone: (415) 693-1831 Fax: (415) 982-1917 Telex: 49608738 Answerback: IBJ SFO Wiring Instructions: Bank of American NT & SA International Deposit Services 6561 1850 Gateway Boulevard Concord, CA 94520 ABA No.: 121-000-358 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 6.4063592933% 6.4063592933% Applicable Lending Office: The Bank of Nova Scotia 580 California Street, Suite 2100 San Francisco, CA 94104 Attention: Mr. Chris Johnson Telephone: (415) 986-1100 Fax: (415) 397-0791 Address for Notices: The Bank of Nova Scotia 600 Peachtree Street, N.E., Suite 2700 Atlanta, GA 30308 Attention: Eudia Smith Telephone: (404) 877-1500 Fax: (404) 888-8998 Wiring Instructions: The Bank of Nova Scotia One Liberty Plaza New York, NY ABA No.: 026002532 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 75 State Street Boston, MA 02109 Address for Notices: Fleet National Bank of Massachusetts Mail Stop: MAB0F04M 75 State Street Boston, MA 02109 Attention: Olaperi Onipede Vice President Telephone: (617) 346-1652 Fax: (617) 346-1633 Wiring Instructions: Fleet National Bank 75 State Street Boston, MA 02109 ABA: 011-000-138 Account Name: Incoming Loan in Process Wire Account A/C No.: 1510351 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. 350 South Grand Avenue, Suite 3000 Los Angeles, CA 90071 Attention: Mr. Ukai Telephone: (213) 689-6345 Fax: (213) 622-6908 Address for Notices: The Long-Term Credit Bank of Japan, Ltd. 444 S. Flower Street, Suite 3700 Los Angeles, CA 90071-2938 Attention: Claude Graham Telephone: (213) 689-6235 Fax: (213) 626-1067 Telex: 6736533 Answerback: LTCB LA Wiring Instructions: Crediting Bank: Bank of America, San Francisco ABA#: 121000358 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 550 S. Hope Street, Suite 2500 Los Angeles, CA 90071 Address for Notices: The Nippon Credit Bank, Ltd. 550 S. Hope Street, Suite 2500 Los Angeles, CA 90071 Attention: Gina Wang Telephone: (213) 243-5721 Fax: (213) 892-0111 Wiring Instructions: Bank of America, San Francisco San Francisco, CA Fed ABA No.: 1210-0035-8 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 Jose Commercial Banking Center 220 Almaden Boulevard San Jose, CA 95113 Address for Notices: Sanwa Bank California San Jose Commercial Banking Center 220 Almaden Boulevard San Jose, CA 95113 Attention: Robert R. Schutt James E. Rosewater Telephone: (408) 297-6500 Fax: (408) 292-4092 Wiring Instructions: Sanwa Bank California ABA No.: 122003516 Account Name: San Jose 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 Francisco Branch 555 California Street, Suite 3350 San Francisco, CA 94104 Address for Notices: The Sumitomo Bank, Limited San Francisco Branch 555 California Street, Suite 3350 San Francisco, CA 94104 Attention: Herman White Pauline Tsang, Corporate Banking Officer Telephone: (415) 616-3009/3003 Fax: (415) 397-1475 Wiring Instructions: The Sumitomo Bank of California Attention: Pauline Tsang ABA No.: 121 002 042 Account Name: The Sumitomo Bank, Ltd., San Francisco Branch 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. 350 California Street (H-1040) San Francisco, CA 94104 Attention: Wade Schlueter Vice President Telephone: (415) 705-7022 Fax: (415) 705-7127 Telex: 188316 UNION SFO UT Answerback: UNION SFO UT Address for Notices: 350 California Street (H-1040) San Francisco, CA 94104 Attention: Wade Schlueter Vice President Telephone: (415) 705-7022 Fax: (415) 705-7127 Wiring Instructions: Union Bank, Los Angeles, Los Angeles, CA Fed ABA No.: 1220-0049-6 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. 601 California Street San Francisco, CA 94108 Attention: Mike Rogers, Vice President Telephone: (415) 296-5440 Fax: (415) 362-4613 Telex: 176087 Answerback: FUJIBK SFO Address for Notices: 601 California Street San Francisco, CA 94108 Attention: Mike Rogers, Vice President Telephone: (415) 362-4740 Fax: (415) 362-4613 Wiring Instructions: Bank of America, NT&SA San Francisco, CA ABA #: 1210-0035-8 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 101 California Street, Suite 3150 San Francisco, CA 94111 Attention: Nanci Meyer Telephone: (415) 398-6811 Fax: (415) 398-4240 Address for Notices: 2029 Century Park East Suite 3900 Los Angeles, CA 90067 Attention: Shirley Williams Telephone: (310) 551-7360 Fax: (310) 553-1504 Wiring Instructions: Bank of America, San Francisco, CA For Credit to Banque Paribas, Los Angeles Agency ABA #: 1210-0035-8 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. 300 South Grand Avenue, 3rd Floor Los Angeles, CA 90071 Attention: Alan Grosshans Telephone: (213) 613-2581 Fax: (213) 613-2588 Address for Notices: 300 South Grand Avenue, 3rd Floor Los Angeles, CA 90071 Attention: Alan Grosshans Telephone: (213) 613-2581 Fax: (213) 613-2588 Wiring Instructions: The Chase Manhattan Bank, New York, NY ABA #: 021000021 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 180 Montgomery Street San Francisco, California 94104 Attention: Rafael C. Lumanlan Telephone: (415) 956-0707 Fax: (415) 296-8954 Address for Notices: 180 Montgomery Street San Francisco, California 94104 Attention: Rafael C. Lumanlan Telephone: (415) 956-0707 Fax: (415) 296-8954 Wiring Instructions: Federal Reserve Bank of San Francisco Banque Nationale de Paris, San Francisco Branch ABA No.: 121027234 For the account of BANQUE NATIONALE DE PARIS SAN FRANCISCO BRANCH 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 801 South Figueroa Street, Suite 500 Los Angeles, CA 90017 Attention: Jill Kato Telephone: (213) 896-4655 Fax: (213) 687-4631 Telex: 49657290 Answerback: MTB B LSA Address for Notices: 801 South Figueroa Street, Suite 500 Los Angeles, CA 90017 Attention: Yvonne Yoon, Loan Administration Telephone: (213) 896-4737 Fax: (213) 629-2571 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 333 South Grand Avenue, Suite 5300 Los Angeles, CA 90071 Attention: Credit Administration Dept. Copy to Ninoos Benjamin Telephone: (213) 629-3191 Fax: (213) 628-2719 Address for Notices: 333 South Grand Avenue, Suite 5300 Los Angeles, CA 90071 Attention: Credit Administration Dept. Copy to Ninoos Benjamin Telephone: (213) 629-3191 Fax: (213) 628-2719 Wiring Instructions: Bank of America, NT&SA, San Francisco, CA ABA No.: 121000358 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.