FIRST AMENDMENT TO
CREDIT
AGREEMENT 

     THIS FIRST
AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of June
28, 2012, by and among the Lenders identified on the signature pages hereof
(such Lenders, together with their respective successors and permitted assigns,
are referred to hereinafter each individually as a "Lender" and collectively as the
"Lenders"),
WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as
administrative agent for the Lenders (in such capacity, "Agent") and QUANTUM
CORPORATION, a Delaware corporation ("Borrower"). 

    
WHEREAS, Borrower, Agent, and Lenders are parties to that certain Credit
Agreement dated as of March 29, 2012 (as amended, modified or supplemented from
time to time, the "Credit
Agreement"); 

    
WHEREAS, Borrower, Agent and Lenders have agreed to amend the Credit
Agreement in certain respects, subject to the terms and conditions contained
herein. 

    
NOW THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties hereto agree as follows: 

    
1. Defined Terms. Unless otherwise
defined herein, capitalized terms used herein shall have the meanings ascribed
to such terms in the Credit Agreement. 

    
2. Amendments to Credit Agreement.
Subject to the satisfaction of the conditions set forth in Section 5 below and in
reliance upon the representations and warranties of Borrower set forth in
Section 6
below, the Credit Agreement is amended as follows:

    
(A) The
first sentence of clause (iii) of Section 2.3(d) of the Credit Agreement is
hereby amended and restated in its entirety, as follows: 

Each
Protective Advance and each Overadvance made pursuant to Section 2.3(d)(ii)
(collectively, each an "Extraordinary Advance") shall be deemed to be a
Revolving Loan hereunder, except that no Extraordinary Advance shall be eligible
to be a LIBOR Rate Loan and, prior to Settlement thereof, all payments on the
Extraordinary Advances shall be payable to Agent solely for its own account.


    
(B) Clause
(i) of Section 2.4(e) of the Credit Agreement is hereby amended and restated in
its entirety, as follows: 

         
(i) Borrowing Base. Other than in
connection with any Extraordinary Advance, if, at any time, the Revolver Usage
on such date exceeds the lesser of (i) the Maximum Revolver Amount and (ii) the
Borrowing Base reflected in the Borrowing Base Certificate most recently
delivered by Borrower to Agent, then Borrower shall promptly, but in any event,
within 1 Business Day, prepay the Obligations in accordance with Section 2.4(f) in an
aggregate amount equal to the amount of such excess.

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     (C) Section
2.10(c) of the Credit Agreement is hereby amended by (i) amending and restating
the proviso set forth therein in its entirety, as follows: 

          ;
provided,
that (x) so long as no Event of Default shall have occurred and be continuing
and Average Liquidity for each month (or, with respect to the month ended March
31, 2012, partial month) is not less than (I) $20,000,000, for each month during
the period commencing on the Closing Date and ending on March 31, 2013, or (II)
$25,000,000, for each month during the period from and after April 1, 2013,
Borrower shall not be obligated to reimburse Agent for any field examinations,
appraisals or intellectual property valuations and Agent shall not have the
right to conduct more than 1 field examination and 1 appraisal of each type of
Collateral during any calendar year, and (y) if an Event of Default has occurred
and is continuing or Average Liquidity for any month (or, with respect to the
month ended March 31, 2012, partial month) is less than (I) $20,000,000, for any
month during the period commencing on the Closing Date and ending on March 31,
2013, or (II) $25,000,000, for any month during the period from and after April
1, 2013, Borrower shall be obligated to reimburse Agent for no more than 2 field
examinations during any calendar year, no more than 1 appraisal of each type of
Collateral during any calendar year, and no more than 1 intellectual property
valuation during any calendar year and Agent shall have the right to conduct, at
its sole expense, field examinations, appraisals and intellectual property
valuations without limitation. 

and (ii) deleting the last sentence
thereof in its entirety. 

    
(D) Section
6.9(b) of the Credit Agreement is hereby amended by (i) deleting the reference
to "September 30, 2012" therein and replacing it with a reference to "March 31,
2013" and (ii) deleting the reference to "October 1, 2012" therein and replacing
it with a reference to "April 1, 2013". 

    
(E) Section
7(a) of the Credit Agreement is hereby amended and restated in its entirety, as
follows: 

         
(a) Fixed Charge Coverage Ratio. Maintain
a Fixed Charge Coverage Ratio, measured on a month-end basis, of at least 1.20
for the trailing 12-month period ending on the last day of such month.


    
(F) Section
7(b) of the Credit Agreement is hereby amended by (i) deleting the reference to
"September 30, 2012" therein and replacing it with a reference to "December 31,
2012" and (ii) deleting the reference to "October 1, 2012" therein and replacing
it with a reference to "January 1, 2013". 


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(G) Section
8.1 of the Credit Agreement is hereby amended and restated in its entirety, as
follows: 

  
8.1 Payments. If Borrower fails to pay
when due and payable (whether at the due date thereof or at a date fixed for
mandatory repayment thereof, or by acceleration thereof or, in the case
of an Extraordinary Advance, demand thereof, or otherwise), (a) all or any
portion of the Obligations consisting of interest, fees, or charges due the
Lender Group, reimbursement of Lender Group Expenses, or other amounts (other
than any portion thereof constituting principal) constituting Obligations
(including any portion thereof that accrues after the commencement of an
Insolvency Proceeding, regardless of whether allowed or allowable in whole or in
part as a claim in any such Insolvency Proceeding), and such failure continues
for a period of 3 Business Days, (b) all or any portion of the principal of the
Loans (excluding Extraordinary Advances), (c) all or any portion of the
principal of any Extraordinary Advances and such failure continues for a period
of 1 Business Day, or (d) any amount payable to Issuing Lender in reimbursement
of any drawing under a Letter of Credit; 

     (H) The
defined term "Qualified Cash" contained in Schedule 1.1 of the Credit Agreement
is hereby amended and restated in its
entirety, as follows: 

     "Qualified Cash" means, as
of any date of determination, the amount of unrestricted cash and Cash
Equivalents of Borrower and the other Loan Parties that is in Deposit Accounts
or in Securities Accounts, or any combination thereof, and which such Deposit
Account or Securities Account is the subject of a Control Agreement and is
maintained at either Wells Fargo or Silicon Valley Bank or any of its
Affiliates. 

    
(I) Schedule C-1 of the Credit Agreement is hereby replaced with
Schedule C-1 attached hereto. 

    
(J) Clause
(c) of Schedule 5.2 of the Credit Agreement is hereby amended by (i) deleting
the reference to "September 30, 2012" therein and replacing it with a reference
to "March 31, 2013" and (ii) deleting the reference to "October 1, 2012" therein
and replacing it with a reference to "April 1, 2013". 

    
3. Continuing Effect. Except as expressly
set forth in Section 2 of this Amendment, nothing in this Amendment shall
constitute a modification or alteration of the terms, conditions or covenants of
the Credit Agreement or any other Loan Document, or a waiver of any other terms
or provisions thereof, and the Credit Agreement and the other Loan Documents
shall remain unchanged and shall continue in full force and effect, in each case
as amended hereby. 

    
4. Reaffirmation and Confirmation.
Borrower hereby ratifies, affirms, acknowledges and agrees that the Credit
Agreement and the other Loan Documents represent the valid, enforceable and
collectible obligations of Borrower, and further acknowledges that there are no
existing claims, defenses, personal or otherwise, or rights of setoff whatsoever
with respect to the Credit Agreement or any other Loan Document. Borrower hereby
agrees that this Amendment in no way acts as a release or relinquishment of the
Liens and rights securing payments of the Obligations. The Liens and rights
securing payment of the Obligations are hereby ratified and confirmed by
Borrower in all respects. 

3 







     5. Conditions to
Effectiveness. This Amendment shall become
effective as of the date hereof and upon the satisfaction of the following
conditions precedent: 

    
(a) Each
party hereto shall have executed and delivered this Amendment to
Agent;

    
(b) Agent
shall have received that certain Assignment and Acceptance Agreement entered
into between Wells Fargo Capital Finance, LLC, as assignor, and Silicon Valley
Bank, as assignee, with respect to an assignment of the Revolver Commitment in
an amount equal to $25,000,000, in form and substance satisfactory to Agent,
duly authorized, executed and delivered by the parties thereto;

    
(c) No
Default or Event of Default shall have occurred and be continuing on the date
hereof or as of the date of the effectiveness of this Amendment. 

    
6. Representations and Warranties. In
order to induce Agent and Lenders to enter into this Amendment, Borrower hereby
represents and warrants to Agent and Lenders, after giving effect to this
Amendment: 

    
(a) All
representations and warranties contained in the Credit Agreement and the other
Loan Documents are true and correct in all material respects (except that such
materiality qualifier shall not be applicable to any representations and
warranties that already are qualified or modified by materiality in the text
thereof) on the date of this Amendment, as though made on and as of such date
(except to the extent that such representations and warranties relate solely to
an earlier date, in which case such representations and warranties shall be true
and correct in all material respects (except that such materiality qualifier
shall not be applicable to any representations and warranties that already are
qualified or modified by materiality in the text thereof) as of such earlier
date); 

    
(b) No
Default or Event of Default has occurred and is continuing;

    
(c) This
Amendment and the Credit Agreement, as modified hereby, constitute legal, valid
and binding obligations of Borrower and are enforceable against Borrower in
accordance with their respective terms. 

    
7. Miscellaneous. 

    
(a) Expenses. Notwithstanding anything in
the Credit Agreement or any other Loan Document to the contrary, solely for
purposes of this Amendment, Borrower shall not be responsible to pay the costs
or expenses of Agent or any Lender (including any fees or expenses of counsel
for Agent or any Lender) in connection with the preparation, negotiation,
execution, delivery and/or administration of this Amendment or any other
instruments or documents provided for herein or delivered or to be delivered
hereunder or in connection herewith. 

    
(b) Governing Law. This Amendment shall be
a contract made under and governed by the internal laws of the State of
California. 

     (c)
Counterparts. This
Amendment may be executed in any number of counterparts, and by the parties
hereto on the same or separate counterparts, and each such counterpart, when
executed and delivered, shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same Amendment.


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     IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective officers thereunto duly authorized and delivered as of the date first
above written. 

		QUANTUM CORPORATION
		a Delaware
      corporation
			 
			 
		By:	/s/ Linda M. Breard	 
		Title:	Chief Financial Officer	 
			 
			 
		WELLS FARGO CAPITAL FINANCE, LLC, as
		Agent and as a
      Lender
			 
			 
		By:	/s/ Amelie Yehros	 
		Title:	SVP	 
			 
	 	 	 
		SILICON VALLEY BANK, as a Lender
			 
			 
		By:	/s/ Rick Freeman	 
		Title:  
    	Relationship Manager	 









SCHEDULE C-1 
TO

FIRST AMENDMENT TO CREDIT AGREEMENT


See Attached 

 

 

 

 

 

 

 

 

 

 

 

 

 

 







Schedule
C-1 

Revolver Commitments 

	Lender	Revolver
      Commitment	Total
    Commitment
	Wells Fargo Capital Finance, LLC	$50,000,000	$50,000,000
	Silicon Valley Bank	$25,000,000	$25,000,000
	 		
	All Lenders	$75,000,000	$75,000,000