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CONSENT AND FIFTH
AMENDMENT TO CREDIT AGREEMENT 

          THIS CONSENT AND FIFTH AMENDMENT TO CREDIT
AGREEMENT (this "Amendment") is entered
into as of February 6, 2014, 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 has advised Agent and the Lenders that Borrower sells outside the
ordinary course of business certain of its Inventory to third party purchasers
through either a single sale or series of related sales occurring prior to and
after the effectiveness of this Amendment, in each case, for a purchase price of
no less than Net Book Value (such sale or series of related sales, collectively,
the "Inventory Wind
Down"); 

          WHEREAS,
without Agent's and Lenders' prior consent, the Inventory Wind Down would
constitute an Event of Default under Section 8.2(a) of the Credit Agreement as a
result of Borrower's failure to comply with the covenants set forth in Sections
6.4 of the Credit Agreement; and 

          WHEREAS,
Borrower, Agent and Lenders have agreed to (a) consent to the Inventory Wind
Down and (b) amend the Credit Agreement in certain respects, in each case,
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. Consent. Subject to the satisfaction of the conditions to effectiveness set
forth in Section 6 below and in reliance upon the representations
and warranties set forth in Section 7 below, Agent and
Lenders hereby (a) consent to the Inventory Wind Down, (b) agree that the
Inventory Wind Down shall be permitted under the Loan Documents notwithstanding
any term or provision of any Loan Document to the contrary, and (c) waive any
Default of Event of Default that may exist as a result of any portion of the
Inventory Wind Down occurring prior to the date hereof. Except as expressly set
forth in this Amendment, neither the foregoing consent nor the foregoing waiver
shall constitute (a) a modification or alteration of the terms, conditions or
covenants of the Credit Agreement or any other Loan Document, (b) a waiver,
release or limitation upon the exercise by Agent or any Lender of any of its
rights, legal or equitable, thereunder or (c) a waiver of any other future
Default or Event of Default that may occur. 

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3. Amendments to Credit Agreement. Subject to the satisfaction of the conditions
set forth in Section
6 below and in reliance upon the
representations and warranties of Borrower set forth in Section 7 below, the Credit Agreement is amended as follows:

         
(A) The definition of "EBITDA" contained in Schedule
1.1 of the Credit Agreement is hereby amended and restated in its entirety, as
follows: 

         
""EBITDA" means, with respect to any fiscal period,


         
(a) Borrower's consolidated net earnings (or loss),


              
minus 

         
(b) without duplication, the sum of the following
amounts of Borrower for such period to the extent included in determining
consolidated net earnings (or loss) for such period: 

              
(i) tax credits based on income, profits or capital,
including federal, foreign, state, franchise and similar taxes, 

              
(ii) any extraordinary, unusual, or non-recurring
revenue, income and gains, 

              
(iii) interest income, 

              
(iv) income arising by reason of the application of FAS
141R, 

              
(v) gains attributable to Investments in joint
ventures and partnerships to the extent not distributed in cash to Borrower or
its Subsidiaries, and 

              
(vi) cash or non-cash exchange, translation or
performance gains relating to any hedging transactions or foreign currency
fluctuations, 

              
(vii) revenue received by Borrower from the sublease of
the property located at 10125 Federal Drive, Colorado Springs, CO 80908,


              
plus 

         
(c) without duplication, the sum of the following
amounts of Borrower for such period to the extent included in determining
consolidated net earnings (or loss) for such period: 

              
(i) any extraordinary, unusual, or non-recurring
costs, expenses and losses, 

              
(ii) Interest Expense, 

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(iii) cash or non-cash exchange, translation, or
performance losses relating to any hedging transactions or foreign currency
fluctuations, 

              
(iv) tax expense based on income, profits or capital,
including federal, foreign, state, franchise and similar taxes (and for the
avoidance of doubt, specifically excluding any sales taxes or any other taxes
held in trust for a Governmental Authority), 

              
(v) depreciation and amortization for such period, in
each case, determined on a consolidated basis in accordance with
GAAP,

              
(vi) service parts lower of cost or market adjustment,


              
(vii) reasonable transaction costs and expenses incurred
in connection with this Agreement on or prior to the Closing Date up to an
aggregate amount not to exceed $2,000,000, 

              
(viii) reasonable transaction costs and expenses incurred
in connection with this Agreement after the Closing Date up to an aggregate
amount not to exceed $250,000 in any fiscal year, 

              
(ix) capitalized debt issuance costs arising with
respect to the Existing Credit Facility up to an aggregate amount not to exceed
$2,700,000, 

              
(x) capitalized debt issuance costs arising with
respect to any Permitted Refinancing or repayment of the Convertible
Subordinated Debt and/or the 2012 Convertible Subordinated Debt up to an
aggregate amount not to exceed $6,500,000, 

              
(xi) reasonable fees, costs and expenses incurred prior
to the Maturity Date in connection with restructuring charges up to an aggregate
amount not to exceed $10,000,000 in any fiscal year, 

              
(xii) non-cash compensation expense (including deferred
non-cash compensation expense), or other non-cash expenses or charges, arising
from the sale or issuance of Equity Interests, the granting of stock options,
and the granting of stock appreciation rights and similar arrangements
(including any repricing, amendment, modification, substitution, or change of
any such Equity Interests, stock option, stock appreciation rights, or similar
arrangements) minus the amount of any such expenses or charges when paid in cash
to the extent not deducted in the computation of net earnings (or loss),


              
(xiii) expenses reimbursed in cash by a third Person
(other than Borrower or any of its Subsidiaries) during the same period pursuant
to an indemnity or guaranty in favor of Borrower or any of its Subsidiaries to
the extent such amounts are actually received by Borrower or any of its
Subsidiaries during such period, 

              
(xiv) with respect to any Permitted Acquisition after
the Closing Date, costs, fees, charges, or expenses consisting of out-of-pocket
expenses owed by Borrower or any of its Subsidiaries to any Person for services
performed by such Person in connection with such Permitted Acquisition incurred
on or prior to 180 days of the consummation of such Permitted Acquisition, (a)
up to an aggregate amount for such Permitted Acquisition not to exceed the
greater of (i) $10,000,000 and (ii) 1.50% of the Purchase Price of such
Permitted Acquisition and (b) in any amount to the extent such costs, fees,
charges, or expenses in this clause (x) are paid with proceeds of new equity
investments in exchange for Qualified Equity Interests of Borrower
contemporaneously made by current shareholders of Borrower,

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(xv) with respect to any Permitted Acquisitions after
the Closing Date: (a) purchase accounting adjustments, including, without
limitation, a dollar for dollar adjustment for that portion of revenue that
would have been recorded in the relevant period had the balance of deferred
revenue (unearned income) recorded on the closing balance sheet and before
application of purchase accounting not been adjusted downward to fair value to
be recorded on the opening balance sheet in accordance with GAAP purchase
accounting rules; and (b) non-cash adjustments in accordance with GAAP purchase
accounting rules under FASB Statement No. 141R and EITF Issue No. 01-3, in the
event that such an adjustment is required by Borrower's independent auditors, in
each case, as determined in accordance with GAAP,

              
(xvi) non-cash losses attributable to Investments in
joint ventures and partnerships,

              
(xvii) reasonable fees, costs and expenses incurred in
connection with the wind up of the operations conducted at the property located
at 10125 Federal Drive, Colorado Springs, CO 80908 up to an aggregate amount not
to exceed $10,000,000, and 

              
(xviii) non-cash losses on sales of assets or write-downs
of assets. 

in each case, determined on
a consolidated basis in accordance with GAAP. 

              
For the purposes of calculating EBITDA for any period of 4 consecutive
fiscal quarters (each, a "Reference Period"), if at
any time during such Reference Period (and after the Closing Date), Borrower or
any of its Subsidiaries shall have made a Permitted Acquisition, EBITDA for such
Reference Period shall be calculated after giving pro forma effect thereto
(including pro forma adjustments arising out of events which are directly
attributable to such Permitted Acquisition, are factually supportable, and are
expected to have a continuing impact, in each case to be mutually and reasonably
agreed upon by Borrower and Agent." 

         
(B) Clause (d) of the definition of "Permitted
Dispositions" contained in Schedule 1.1 of the Credit Agreement is hereby
amended and restated in its entirety, as follows: 

              
"(d) the licensing of patents, trademarks, copyrights, and other
intellectual property rights (i) on a non-exclusive basis in the ordinary course
of business or (ii) on a non-exclusive basis (other than with respect to
exclusivity for specific geographic locations), in each case under this clause
(ii), in the ordinary course of business to the extent consistent with
Borrower's past practice," 

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4. Continuing Effect. Except as expressly set forth in Sections 2 and
3 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.


         
5. 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. 

         
6. 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; and 

         
(b) 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. 

         
7. 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; and 

         
(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,
except as enforcement may be limited by equitable principles or by bankruptcy,
insolvency, reorganization, moratorium, or similar laws relating to or limiting
creditors' rights generally.

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8. 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. 

         
[Remainder of page
intentionally left blank; signature page follows] 

 

 

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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,
      Senior Vice President 
		 
		 
		 
		WELLS FARGO CAPITAL FINANCE,
      LLC, as
		Agent and as a Lender
		 
		 
		By:	/s/ Amelie
  Yehros
		Title:  	Senior Vice
      President 
		 
		 
		SILICON VALLEY BANK, as a Lender
		 
		 
		By:	/s/ Stephen
  Chang
		Title: 	Vice
    President 







Signature Page to Consent
and Fifth Amendment to Credit Agreement