SIXTH AMENDMENT TO CREDIT AGREEMENT

AND SECOND AMENDMENT TO SECURITY AGREEMENT 

          THIS SIXTH AMENDMENT TO CREDIT AGREEMENT AND SECOND AMENDMENT
TO SECURITY AGREEMENT (this "Amendment") is entered into as of
April 24, 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 and Agent are parties to that certain Security Agreement dated as of
March 29, 2012 (as amended, modified or supplemented from time to time, the
"Security Agreement"); and 

          WHEREAS,
Borrower, Agent and Lenders have agreed to (a) amend the Credit Agreement in
certain respects and (b) amend the Security 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. 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) Section
2.1(c) of the Credit Agreement is hereby amended and restated in its entirety,
as follows: 

              
"(c) Anything to the contrary in this Section 2.1 notwithstanding, Agent
shall have the right (but not the obligation), in the exercise of its Permitted
Discretion, to establish and increase or decrease Revolver Sub-Facility
Reserves, Receivable Reserves, Inventory Reserves, Bank Product Reserves, and
other Reserves against the Borrowing Base or the Maximum Revolver Amount. The
amount of any Revolver Sub-Facility Reserve, Receivable Reserve, Inventory
Reserve, Bank Product Reserve, or other Reserve established by Agent shall have
a reasonable relationship to the event, condition, other circumstance, or fact
that is the basis for such reserve and shall not be duplicative of any other
reserve established and currently maintained. Upon establishment or increase in
reserves, Agent agrees to make itself available to discuss the reserve or
increase, and Borrower may take such action as may be required so that the
event, condition, circumstance, or fact that is the basis for such reserve or
increase no longer exists, in a manner and to the extent reasonably satisfactory
to Agent in the exercise of its Permitted Discretion. In no event shall such
opportunity limit the right of Agent to establish or change such Revolver
Sub-Facility Reserve, Receivable Reserve, Inventory Reserve, Bank Product
Reserve, or other Reserves, unless Agent shall have determined, in its Permitted
Discretion, that the event, condition, other circumstance, or fact that was the
basis for such Revolver Sub-Facility Reserve, Receivable Reserve, Inventory
Reserve, Bank Product Reserve, or other Reserves or such change no longer exists
or has otherwise been adequately addressed by Borrower. At the request of
Borrower, Agent shall establish, and increase or decrease the amount of, the
Convertible Subordinated Debt Reserve against the Borrowing Base and the Maximum
Revolver Amount. Notwithstanding anything to the contrary in this Agreement, to
the extent that the conditions set forth in Section
3.2 are otherwise satisfied at such time,
Borrower shall be permitted to request a Borrowing in the aggregate amount up to
the Convertible Subordinated Debt Reserve so long as 100% of the proceeds of
such Borrowing shall be used solely, and concurrently with such Borrowing, to
repay in full the Convertible Subordinated Debt in accordance with
Section 6.6(a)(iii)."







         
(B) Section
2.10(c) of the Credit Agreement is hereby amended and restated in its entirety,
as follows: 

              
"(c) Field Examination and Other
Fees. Borrower shall pay to Agent, field
examination, appraisal, and valuation fees and charges, as and when incurred or
chargeable, as follows: (i) a fee of $1,000 per day, per examiner, plus
reasonable and documented out-of-pocket expenses (including travel, meals, and
lodging), for each field examination of Borrower performed by personnel employed
by Agent, (ii) if implemented, a fee of $1,000 per day, per Person, plus
reasonable and documented out-of-pocket expenses, for the establishment of
electronic collateral reporting and (iii) the reasonable and documented fees or
charges paid or incurred by Agent if it elects to employ the services of one or
more third Persons to perform field examinations of Borrower or its
Subsidiaries, to appraise the Collateral or any portion thereof, or to assess
Borrower's or its Subsidiaries' business valuation; provided, that (x) so long as (1) no
Event of Default shall have occurred and be continuing and (2) Liquidity is not
less than $20,000,000, Borrower shall not be obligated to reimburse Agent for
(A) more than 1 intellectual property valuation during any calendar year or (B)
any field examinations or appraisals and, without the consent of Borrower, 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 (provided further, that
notwithstanding anything in clause (x) of this proviso to the contrary, to the
extent that any Borrowing made during any calendar year is attributable to the
Revolver Sub-Facility Component, Agent shall have the right to conduct, and
Borrower shall be obligated to reimburse Agent for, 2 intellectual property
valuations during such calendar year), and (y) if (1) an Event of Default has
occurred and is continuing or (2) Liquidity, as of any date, is less than
$20,000,000, 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 2 intellectual
property valuations 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."

2 







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

              
"(i) unless, immediately after giving effect to any such optional
prepayment, redemption, defeasance, purchase or other acquisition, (x) Borrower
shall have a Fixed Charge Coverage Ratio, on a pro forma basis recomputed for
the most recently ended month of Borrower, of at least 1.50 for the trailing
12-month period ending on the last day of such month, (y) Borrower shall have
Liquidity, as of such date, in an amount equal to or greater than $25,000,000
and (z) no Default or Event of Default shall have occurred and be continuing or
would result therefrom, optionally prepay, redeem, defease, purchase, or
otherwise acquire any Indebtedness of Borrower or its Subsidiaries, other than
(A) the Obligations in accordance with this Agreement, and (B) Permitted
Intercompany Advances; provided, that this clause (i) shall
not apply to any optional prepayment, redemption, defeasance, purchase or other
acquisition of any Indebtedness of Borrower or its Subsidiaries constituting the
Convertible Subordinated Debt or the 2012 Convertible Subordinated Debt,"


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

              
"(iii) unless, immediately after giving effect to any such payment, (x)
Borrower shall have a Fixed Charge Coverage Ratio, on a pro forma basis
recomputed for the most recently ended month of Borrower, of at least 1.50 for
the trailing 12-month period ending on the last day of such month, (y) Borrower
shall have Liquidity, as of such date, in an amount equal to or greater than
$25,000,000 and (z) no Default or Event of Default shall have occurred and be
continuing or would result therefrom, make any payment (including any payment or
prepayment of principal of, premium, if any, or interest on, or redemption,
purchase, retirement, defeasance (including in-substance or legal defeasance),
sinking fund or similar payment) with respect to or on account of the
Convertible Subordinated Debt or the 2012 Convertible Subordinated Debt;
provided, that, notwithstanding the foregoing, so long as it is permitted by
law, and so long as no Default or Event of Default shall have occurred and be
continuing or would result therefrom, Borrower may make payments (x) of accrued
interest owing with respect to the Convertible Subordinated Debt and the 2012
Convertible Subordinated Debt and (y) in exchange for fractional shares in
connection with the conversion of the Convertible Subordinated Debt or the 2012
Convertible Subordinated Debt, in an otherwise cashless exchange, into Qualified
Equity Interests in accordance with the terms of the Convertible Subordinated
Debt Documents or the 2012 Convertible Subordinated Debt Documents, as
applicable, or" 


3 







         
(E) Section 6.7(f) of the Credit Agreement is hereby amended and restated in
its entirety, as follows: 

              
"(f) Borrower or any of its Subsidiaries may make any other Restricted
Payments so long as, and to the extent that, immediately after giving effect to
any such Restricted Payment, (i) Borrower shall be in compliance on a pro forma
basis with the covenant set forth in Section
7(a) recomputed for the most recently ended
month of Borrower and (ii) Borrower shall have Liquidity, as of such date, in an
amount equal to or greater than $25,000,000." 

         
(F) The
last sentence of Section 6.9(b) of the Credit Agreement is hereby amended and
restated in its entirety, as follows: 

              
"Agent hereby agrees that it will not issue such a "Notice of Exclusive
Control" or equivalent notice to the applicable depository bank unless (x) an
Event of Default has occurred and is continuing or (y) Liquidity, as of any
date, is less than $20,000,000." 

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

              
"7. FINANCIAL COVENANTS. 

              
Borrower covenants and agrees that, until termination of all of the
Commitments and payment in full of the Obligations, Borrower will: 

              
(a) Fixed Charge Coverage
Ratio. If the Revolver Usage as of any day
during any calendar month is equal to or greater than $5,000,000, have 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.

              
(b) Minimum Liquidity. Maintain Average Liquidity for the most recently completed
month of at least $15,000,000. 

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

              
""Borrowing Base" means, as of any date of determination, the result of:


              
(a) 100% of the Revolver Sub-Facility Component, plus 

              
(b) the Accounts Component, plus 

              
(c) the lesser of 

                   
(i) 50% of the Net Book Value of Borrower's and the other Loan
Parties' Inventory (other than Service Inventory) located in the United States
consisting of raw materials and finished goods as of such date; provided that no more than
$5,000,000 of such Inventory shall be located at locations not identified on
Schedule 4.24, and 

4 







                   
(ii) the Accounts Component, minus 

              
(d) the aggregate amount of reserves, if any, established by Agent under Section 2.1(c) of the Agreement; 

provided, that the aggregate Availability attributable to the Revolver
Sub-Facility Component shall not exceed 50% of the Borrowing Base as of such
date of determination." 

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

              
""Fixed Charges" means, with respect to any fiscal period and with respect to
Borrower determined on a consolidated basis in accordance with GAAP, the sum,
without duplication, of (a) Interest Expense accrued (other than interest
paid-in-kind, amortization of financing fees, and other non-cash Interest
Expense) during such period, (b) principal payments in respect of Indebtedness
that are required to be paid during such period, and (c) all federal, state, and
local income taxes paid in cash with respect to such period and (d) all
Restricted Payments paid (whether in cash or other property, other than common
Equity Interests) during such period; provided that, notwithstanding the
foregoing, "Fixed Charges" shall not include any prepayments or repayments of
the Convertible Subordinated Debt and/or the 2012 Convertible Subordinated Debt
made in accordance with in accordance with Section 6.6(a)(iii) of the Agreement."


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

              
""Liquidity" means, as of any date of determination, the sum of (a) Excess
Availability as of such date, plus (b) Qualified Cash as of such date."


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

              
""Maturity Date" means the earliest of (i) March 29, 2017, (ii) unless either
(x) the Convertible Subordinated Debt has been paid in full in accordance with
Section 6.6(a)(iii) of the Agreement or (y) the sum of (I) the amount of proceeds deposited
into escrow with a third party escrow agent subject to an escrow agreement in
form and substance reasonably satisfactory to Agent and/or set aside in a
separate Deposit Account that is subject to a Control Agreement in favor of
Agent and over which Agent has exclusive control and (II) the Convertible
Subordinated Debt Reserve is equal to or greater than an amount sufficient to
repay in full the Convertible Subordinated Debt, the date that is 91 days prior
to the earliest date of maturity under the Convertible Trust Indenture and (iii)
the date that is 91 days prior to the earliest date of maturity under the 2012
Convertible Trust Indenture." 


5 







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


              
""Maximum Revolver
Amount" means $75,000,000, decreased by the
amount of reductions in the Revolver Commitments made in accordance with
Section 2.4(c) of the Agreement." 

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

              
""Reserves" means, as of any date of determination, those reserves (other than
Revolver Sub-Facility Reserves, Receivable Reserves, Bank Product Reserves,
Inventory Reserves and the Convertible Subordinated Debt Reserve) that Agent
deems necessary or appropriate, in its Permitted Discretion and subject to
Section 2.1(c), to establish and maintain (including reserves with respect to (a) sums
that Borrower or its Subsidiaries are required to pay under the Agreement or any
other Loan Document (such as taxes, assessments, insurance premiums, or, in the
case of leased assets, rents or other amounts payable under such leases) and has
failed to pay, and (b) amounts owing by Borrower or its Subsidiaries to any
Person to the extent secured by a Lien on, or trust over, any of the Collateral
(other than a Permitted Lien), which Lien or trust, in the Permitted Discretion
of Agent likely would have a priority superior to Agent's Liens in and to such
item of the Collateral) with respect to the Borrowing Base or the Maximum
Revolver Amount." 

         
(N) The
following definitions are hereby added to Schedule 1.1 of the Credit Agreement,
inserted in appropriate alphabetical order: 

         
"Average Liquidity" means, with respect to any period, the sum of the aggregate
amount of Liquidity for each Business Day in such period (calculated as of the
end of each respective Business Day) divided by the number of Business Days in
such period. 

         
"Commencement Date" means the earliest of (a) the first day of the first full
calendar month that is 90 days after the date of repayment in full of the
Convertible Subordinated Debt, or (b) March 1, 2016.

         
"Convertible Subordinated Debt
Reserve" means, as of any date of
determination, the amount of the reserve against the Borrowing Base and the
Maximum Revolver Amount which Borrower has elected to establish by delivering
written notice to Agent stating that Borrower intends to request a Borrowing up
to an aggregate amount of such reserve and that the proceeds of such Borrowing
will be used solely, and concurrently with such Borrowing, to repay in full the
Convertible Subordinated Debt in accordance with Section 6.6(a)(iii). Borrower
may increase or decrease the amount of the Convertible Subordinated Debt Reserve
from time to time by delivering written notice thereof to Agent. 

         
"Forecast Revenue
Stream" means that certain Ultrium LTO
Forecast Revenue Stream, with a report date of March 20, 2014, delivered by
Borrower to Agent.

         
"Material Customer" means, as of any date of determination, the top five (5)
customers of Borrower and its Subsidiaries for the trailing 12-month period
ending on the last day of the month most recently ended, as measured by royalty
revenue received by Borrower and its Subsidiaries in the aggregate.

6 







         
"Revolver Sub-Facility
Component" means, as of any date of
determination, an amount equal to $30,246,000; provided that, commencing on the
Commencement Date, such amount shall be reduced on the Commencement Date and on
the first day of each three month period following the Commencement Date by an
amount equal to $525,000.

         
"Revolver Sub-Facility
Reserves" means, as of any date of
determination, those reserves that Agent deems necessary or appropriate, in its
Permitted Discretion and subject to Section
2.1(c), to establish and maintain (including
reserves for decreases or prospective decreases in royalty revenue streams) with
respect to the Revolver Sub-Facility Component. 

         
(O) The
definitions of "Financial Covenant Period" and "Pure Availability" are hereby
deleted from Schedule 1.1 of the Credit Agreement in their entirety. 

         
(P) Exhibit B-1 to the Credit Agreement is
hereby amended and restated in its entirety as set forth on Exhibit A hereto.


         
(Q) Exhibit C-1 to the Credit Agreement is
hereby amended and restated in its entirety as set forth on Exhibit B hereto.


         
(R) Schedule C-1 to the Credit Agreement
is hereby amended and restated in its entirety as set forth on Exhibit C hereto.


         
(S) Schedule 5.1 to the Credit Agreement
is hereby amended and restated in its entirety as set forth on Exhibit D hereto.


         
(T) Schedule 5.2 to the Credit Agreement
is hereby amended and restated in its entirety as set forth on Exhibit E hereto.


         
3. Amendments to Security 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 Security Agreement is amended as follows:

         
(A) The
definition of "Triggering Event" contained in Section 1(a) of the Security
Agreement is hereby amended and restated in its entirety, as follows:


              
""Triggering Event" means, as of any date of determination, that (A) an Event of
Default has occurred as of such date or (B) Liquidity, as of such date, is less
than $20,000,000." 

         
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, the Security Agreement or any other Loan Document, or a
waiver of any other terms or provisions thereof, and the Credit Agreement, the
Security Agreement and the other Loan Documents shall remain unchanged and shall
continue in full force and effect, in each case as amended hereby.

7 







         
5. Reaffirmation and Confirmation.
Borrower hereby ratifies, affirms, acknowledges and agrees that the Credit
Agreement, the Security 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, the
Security 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;

         
(b) Agent
shall have received the Sixth Amendment Fee referred to below; and 

         
(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. 

         
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, the Security
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, the Credit Agreement, as modified hereby, and the Security 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. 

8 







         
8. Sixth
Amendment Fee. Borrower shall pay to Agent,
for the ratable benefit of the Lenders based on their respective Pro Rata
Shares, a fee equal to $95,000 (the "Sixth
Amendment Fee") which shall be fully earned
and due and payable on the date hereof. 

         
9. Miscellaneous. 

         
(a) Expenses. Notwithstanding anything in
the Credit Agreement, the Security 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] 






9 







          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 Sixth Amendment to
Credit Agreement and Second Amendment to Security Agreement 







EXHIBIT A 

Exhibit B-1 

Form of Borrowing Base Certificate


 

 

 







EXHIBIT B 

EXHIBIT C-1 

FORM OF COMPLIANCE CERTIFICATE


[on Borrower's letterhead] 

	To:       	Wells Fargo
      Capital Finance, LLC
		2450 Colorado
      Avenue, Suite 3000W
		Santa Monica,
      California 90404-3597
		Attn: Business
      Finance Division Manager



	          	Re:       	Compliance
      Certificate dated  	                                   
    



Ladies and Gentlemen: 

          Reference is made to that certain CREDIT AGREEMENT (the "Credit Agreement") dated as of
March 29, 2012, by and among the lenders identified on the signature pages
thereof (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 ("Agent"), and QUANTUM CORPORATION, a
Delaware corporation (the "Borrower"). Capitalized terms used in
this Compliance Certificate have the meanings set forth in the Credit Agreement
or the Security Agreement (as defined in the Credit Agreement) unless
specifically defined herein. 

          Pursuant to
Schedule 5.1 of the Credit Agreement, the undersigned officer of Borrower hereby
certifies that: 

          1. The
financial information of Borrower and its Subsidiaries furnished in
Schedule 1
attached hereto1, has been prepared in accordance with GAAP (except
for quarter-end and year-end adjustments and the lack of footnotes), and fairly
presents in all material respects the financial condition of Borrower and its
Subsidiaries. 

          2. Such
officer has reviewed the terms of the Credit Agreement and has made, or caused
to be made under his/her supervision, a review in reasonable detail of the
transactions and condition of Borrower and its Subsidiaries during the
accounting period covered by the financial statements delivered pursuant to
Schedule 5.1 of the Credit Agreement substantially concurrently herewith.



____________________

1 To be the applicable
financial statements delivered pursuant to clause (a) or (d) of Schedule 5.1 of the Credit
Agreement, as applicable, concurrently with the delivery of this Compliance
Certificate. 







          3. Such review has not disclosed the existence on and as of
the date hereof, and the undersigned does not have knowledge of the existence as
of the date hereof, of any event or condition that constitutes a Default or
Event of Default, except for such conditions or events listed on Schedule 2 attached hereto,
specifying the nature and period of existence thereof and what action Borrower
has taken, are taking, or propose to take with respect thereto. 

          4. The
representations and warranties of Borrower set forth in the Credit Agreement and the other Loan Documents are true and correct in
all material respects on and as of the date hereof (except to the extent they
relate to a specified date), except as set forth on Schedule 3 attached hereto.


          5. Borrower
is in compliance with the applicable covenants contained in Section 7 of the Credit
Agreement as demonstrated on Schedule 4 attached hereto. 

          [6.
Schedule 5 attached hereto sets forth all Collateral obtained by the
Loan Parties since the later of (x) the Closing Date and (y) the date of the
last Compliance Certificate delivered to Agent that contained this
certification, that is evidenced by or consists of Negotiable Collateral,
Investment Property, or Chattel Paper having an aggregate value or face amount
of $500,000 or more for all such Negotiable Collateral, Investment Property, or
Chattel Paper. 

          7.
Schedule 6 attached hereto sets forth all letters of credit having a
face amount or value of $500,000 or more in the aggregate with respect to which,
since the later of (x) the Closing Date and (y) the date of the last Compliance
Certificate delivered to Agent that contained this certification, any Loan Party
has become the beneficiary. 

          8.
Schedule 7 attached hereto sets forth all Commercial Tort Claims
obtained by the Loan Parties since the later of (x) the Closing Date and (y) the
date of the last Compliance Certificate delivered to Agent that contained this
certification, that have a value, or involve an asserted claim, in the amount of
$500,000 or more in the aggregate for all Commercial Tort
Claims.

          9.
Schedule 8 attached hereto sets forth all Accounts or Chattel Paper
included in the calculation of the Borrowing Base (other than Accounts and
Chattel Paper the aggregate value of which does not at any one time exceed
$1,000,000) that arise out of a contract or contracts with the United States or
any department, agency, or instrumentality thereof. 

          10.
Schedule 9 attached hereto sets forth all new Patents, Trademarks and
Copyrights that are registered or the subject of pending applications for
registrations, and all Intellectual Property Licenses that are material to the
conduct of any Loan Party's business, in each case, which were acquired,
registered or for which applications for registration were filed since the later
of (x) the Closing Date and (y) the date of the last Compliance Certificate
delivered to Agent that contained this certification, and any statement of use
or amendment to allege use with respect to intent-to-use trademark
applications.

2 







          11.
Schedule 10 attached hereto sets forth a list of all of the Loan Parties’
products constituting proprietary software that generate revenue of the Loan
Parties in excess of $2,500,000, and such list identifies all of the Loan
Parties’ products constituting proprietary software that are material to
generating revenue of the Loan Parties.


          12.
Schedule 11 attached hereto sets forth all Pledged Interests constituting
Collateral having value in the amount of $750,000 or more, individually, or
having value in the aggregate for all Pledged Interests of $2,000,000 or more,
acquired, obtained or received by any Loan Party since the later of (x) the
Closing Date and (y) the date of the last Compliance Certificate delivered to
Agent that contained this certification. The applicable Loan Party has delivered
to Agent a duly executed Pledged Interests Addendum identifying such Pledged
Interests.2

          12.
Schedule 12 attached hereto sets forth any fee interest in Real Property
having a fair market value in excess of $2,500,000 acquired by any Loan Party
since the later of (x) the Closing Date and (y) the date of the last Compliance
Certificate delivered to Agent that contained this
certification. 

          13.
Schedule 13 attached hereto (i) sets forth any default, breach, violation
or acceleration existing under any Pledged Note or any event which, with the
passage of time or the giving of notice, or both, would constitute a default,
breach, violation, or event of acceleration under any Pledged Note and (ii)
includes copies of all material written notices (including notices of default)
given or received with respect to the Pledged Notes since the later of (x) the
Closing Date and (y) the date of the last Compliance Certificate delivered to
Agent that contained this certification.


          14.
Schedule 14 attached hereto sets forth all new locations, since the later
of (x) the Closing Date and (y) the date of the last Compliance Certificate
delivered to Agent that contained this certification, at which Inventory (other
than (i) Service Inventory and (ii) Inventory at any location where the value of
all Inventory at such location is less than $1,000,000) is
located.]3

____________________

2 Note to Quantum: If the
new Pledged Interests are in respect of a new Subsidiary, please also deliver
the documents contemplated by Section 5.11 of the Credit Agreement with respect
to such Subsidiary (if the Subsidiary is to be a Loan Party). 
3 Insert these certifications for the compliance
certificates delivered with respect to each calendar month; provided that, if
(x) the Revolver Usage as of every day during the calendar month most recently
ended is less than $5,000,000 and (y) no Default or Event of Default has
occurred and is continuing, these certifications shall only be required to be
inserted for compliance certificates delivered with respect to a month ending on
a calendar quarter 

3 







          IN WITNESS WHEREOF, this Compliance Certificate is executed by
the undersigned this _____ day of  _______________, ________. 


	
      QUANTUM
      CORPORATION 

	 
	 
	By: 
    	 




	Name: 
      	 




	Title: 
      	 




4 







SCHEDULE 1 

Financial Information 

 

 

 

 







SCHEDULE 2 

Default or Event of Default


 

 

 

 







SCHEDULE 3 

Representations and Warranties


 

 

 

 







SCHEDULE 4 

Financial Covenants 

[1. Fixed Charge Coverage Ratio. 

          Borrower's Fixed Charge Coverage Ratio, measured on a
month-end basis, for the month ending _________, ________ is ___:1.0, which
[is/is not] greater than or equal to the ratio set forth in
Section 7 of the Credit Agreement for such month.]4 

2. Minimum Liquidity.


          Borrower's
Average Liquidity, for the most recently completed month [was/was not] greater than
or equal to the applicable amount set forth in Section 7 of the Credit Agreement.


____________________

4 Insert this certification
for the compliance certificates delivered with respect to each calendar month
during which Revolver Usage as of any day during such calendar month is equal to
or greater than $5,000,000 







[SCHEDULE 5 

Negotiable Collateral, Investment
Property, and Chattel Paper 

 

 

 

 







SCHEDULE 6 

Letter-of-Credit Rights


 

 

 

 







SCHEDULE 7 

Commercial Tort Claims


 

 

 

 







SCHEDULE 8 

Government Contracts 

 

 

 

 







SCHEDULE 9 

Patents, Trademarks, Copyrights and
Intellectual Property Licenses 

 

 

 

 







SCHEDULE 10 

Products Constituting Proprietary
Software 

 

 

 

 







SCHEDULE 11 

Pledged Interests Constituting
Collateral 

 

 

 

 







SCHEDULE 12 

Owned Real Property 

 

 

 

 







SCHEDULE 13 

Defaults Under Pledged Notes


 

 

 

 







SCHEDULE 14 

Locations of Inventory]


 

 

 

 







EXHIBIT C 

Schedule
C-1 

Revolver Commitments 

	Lender	Revolver Commitment	Total Commitment
	Wells Fargo Capital
      Finance, LLC	$50,000,000.00	$50,000,000.00
	Silicon Valley
      Bank	$25,000,000.00	$25,000,000.00
	 		
	All
      Lenders	$75,000,000.00	$75,000,000.00









EXHIBIT D 

Schedule
5.1 

          Borrower will deliver to Agent, with copies to each Lender,
each of the financial statements, reports, or other items set forth set forth
below at the following times in form satisfactory to Agent: 

	as soon as
      available, but in any event within 30 days (45 days in the case of a month
      that is the end of one of Borrower's fiscal quarters) after the end of
      each month during each of Borrower's fiscal years	
      (a) an unaudited consolidated and
      consolidating balance sheet, income statement, calculation of EBITDA, and,
      solely in the case of a month that is the end of one of Borrower's fiscal
      quarters, statement of cash flow, in each case, covering Borrower's and
      its Subsidiaries' operations during such period, and 

      (b) a Compliance Certificate.
      

	
      as soon as available, but in any
      event within 45 days after the end of each month that is the end of one of
      Borrower's fiscal quarters 
	
      (c) a list of Material Customers.
      

	
      as soon as available, but in any
      event within 90 days after the end of each of Borrower's fiscal years (the
      "Annual Deadline") 
	
      (d) consolidated and consolidating
      financial statements of Borrower and its Subsidiaries for each such fiscal
      year, which, in the case of the consolidated financial statements, are
      audited by independent certified public accountants reasonably acceptable
      to Agent and certified, without any qualifications (including any (A)
      "going concern" or like qualification or exception, (B) qualification or
      exception as to the scope of such audit, or (C) qualification which
      relates to the treatment or classification of any item and which, as a
      condition to the removal of such qualification, would require an
      adjustment to such item, the effect of which would, subject to Section 1.2
      of the Agreement, be to cause any noncompliance with the provisions of
      Section 7), by such accountants to have been prepared in accordance with
      GAAP (such audited financial statements to include a balance sheet, income
      statement, and statement of cash flow and, if prepared, such accountants'
      letter to management), and 

      (e) a Compliance
      Certificate.










	 	provided, however, that if Borrower has filed
      any of the items listed in clause (c) above in its Form 10-K annual report
      with the SEC within the applicable Annual Deadline, then Borrower shall
      (i) provide Agent written notice (in the Compliance Certificate or
      elsewhere) within the applicable Annual Deadline that Borrower has filed
      its Form 10-K annual report with the SEC and (ii) deliver to Agent by the
      applicable Annual Deadline copies of any items listed in clause (c) above
      that were not filed with the SEC.
	
      as soon as available, but in any
      event within 45 days after the start of each of Borrower's fiscal years,
      
	
      (f) copies of Borrower's Projections,
      in form (including as to scope and underlying assumptions) reasonably
      satisfactory to Agent, in its Permitted Discretion, for the forthcoming 3
      years, year by year, and for the forthcoming fiscal year, quarter by
      quarter, certified by the chief financial officer of Borrower as being
      such officer's good faith estimate of the financial performance of
      Borrower during the period covered thereby. 

	
      if and when filed by Borrower
      (but only if requested by Agent) 
	
      (g) Form 10-Q quarterly reports, Form
      10-K annual reports, and Form 8-K current reports, 

      (h) any other filings made by Borrower
      with the SEC, and 

      (i) any other information that is
      provided by Borrower to its shareholders generally.
  

	
      promptly, but in any event within
      5 Business Days after Borrower has knowledge of any event or condition
      that constitutes a Default or an Event of Default, 
	
      (j) notice of such event or condition
      and a statement of the curative action that Borrower proposes to take with
      respect thereto. 

	
      promptly after the commencement
      thereof, but in any event within 5 Business Days after the service of
      process with respect thereto on Borrower or any of its Subsidiaries,
      
	
      (k) notice of all actions, suits, or
      proceedings brought by or against Borrower or any of its Subsidiaries
      before any Governmental Authority which reasonably could be expected to
      result in a Material Adverse Effect.

	
      promptly, but in any event within
      5 Business Days after 
	
      (l) notice of any such intent or
      action. 










	Borrower has
      knowledge of the intent of any Material Customer to either (i) terminate
      its relationship directly or indirectly with a Loan Party, (ii) materially
      and adversely modify any material agreement involving a Loan Party, or
      (iii) reduce the amount of purchases of LTO cartridges directly or
      indirectly from a Loan Party by an amount that would cause Borrower to
      reasonably believe that the Forecast Revenue Stream is no longer true and
      accurate,	  
	
      upon the request of Agent,
      
	
      (m) any other information reasonably
      requested relating to the financial condition of Borrower or its
      Subsidiaries 










EXHIBIT E 

Schedule
5.2 

          Borrower will provide Agent (and if so requested by Agent,
with copies for each Lender) with each of the documents set forth below at the
following times in form satisfactory to Agent: 

	Monthly (no later than the 30th day after the
      end of each month)	
      (a) a Borrowing Base
      Certificate,

      (b) a detailed report regarding
      Borrower's and its Subsidiaries' cash and Cash Equivalents, including an
      indication of which amounts constitute Qualified Cash, and 

      (c) if (i) an Event of Default
      has occurred and is continuing or (ii) Liquidity, as of any date, is less
      than $20,000,000, a reconciliation of Accounts, trade accounts payable,
      and Inventory of Borrower's general ledger accounts to its monthly
      financial statements including any book reserves related to each
      category. 

	
      Upon request by
    Agent
	
      (d) such other reports as to the
      Collateral or the financial condition of Borrower and its Subsidiaries, as
      Agent may reasonably request.