SEVENTH AMENDMENT TO
CREDIT AGREEMENT 

THIS SEVENTH AMENDMENT TO
CREDIT AGREEMENT (this "Amendment") is entered
into as of August 7, 2015, 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"); and 

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) A new Section 2.14 is hereby
added to the Credit Agreement, inserted in appropriate numerical order, as
follows: 

"2.14 Currencies. The Revolving Loans and other Obligations shall
be made and repaid in Dollars; provided that, upon the
sweep of any or all amounts in any Deposit Accounts maintained at UBS to Agent's
Account or another Deposit Account identified by Agent (the "Swept Foreign Cash"), the Lenders, at the election of Agent in its
sole discretion, may make Revolving Loans to, or at the direction of, Borrower,
up to an amount not to exceed the aggregate Dollar Equivalent Amount of the
Swept Foreign Cash, in the currency of the Swept Foreign Cash. 

(B) Section 4.1(b) of the Credit
Agreement is hereby amended by deleting each reference to "Closing Date" in such
Section and inserting "Amendment No. 7 Effective Date" in lieu thereof.


(C) Section 4.6(b) of the Credit
Agreement is hereby amended by deleting each reference to "Closing Date" in such
Section and inserting "Amendment No. 7 Effective Date" in lieu thereof.








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


"Other than (i) with
respect to Deposit Accounts located in the United States, an aggregate amount of
not more than $500,000 at any one time, in the case of Borrower and the other
Loan Parties, (ii) amounts deposited into Deposit Accounts specially and
exclusively used for payroll, payroll taxes and other employee wage and benefit
payments to or for Borrower's or its Subsidiaries' employees, (iii) amounts
deposited in a Deposit Account maintained at Silicon Valley Bank for the sole
purpose of cash collateralizing letters of credit issued by Silicon Valley Bank
in favor of Borrower or any other Loan Party up to an aggregate amount, as of
any date of determination, not to exceed the aggregate undrawn amount of all
such outstanding letters of credit as of such date of determination, and (iv)
with respect to Deposit Accounts located outside the United States, an aggregate
amount, at any one time, of not more than (x) during the period commencing on
the Amendment No. 7 Effective Date and ending on the date that is 120 days after
the Amendment No. 7 Effective Date (or such later date as Agent may agree to in
its sole discretion) $15,000,000 and (y) after the date that is 120 days after
the Amendment No. 7 Effective Date (or such later date as Agent may agree to in
its sole discretion), $8,000,000, in the case of Borrower and the other Loan
Parties, make, acquire, or permit to exist Permitted Investments consisting of
cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities
Accounts unless Borrower or such other Loan Party, as applicable, and the
applicable bank or securities intermediary have entered into Control Agreements
with Agent governing such Permitted Investments in order to perfect (and further
establish) Agent's Liens in such Permitted Investments. Except as provided in
clauses (i), (ii), (iii) and (iv) of the foregoing sentence, Borrower shall not
and shall not permit any other Loan Party to establish or maintain any Deposit
Account or Securities Account unless Agent shall have received a Control
Agreement in respect of such Deposit Account or Securities Account, with each
such Control Agreement providing, among other things, that the applicable
depository bank will, upon receipt from Agent of a "Notice of Exclusive Control"
or equivalent notice in such Control Agreement, forward, by daily sweep, all
amounts in such Deposit Account or Securities Account to Agent's Account or
another Deposit Account identified by Agent. 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."


(E) 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.

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

(c) Minimum All-Times Liquidity. Maintain, at all times during the most recently
completed month, (i) Liquidity of at least $10,000,000 and (ii) Excess
Availability of at least $5,000,000. 

(F) A new Section 15.18 is hereby
added to the Credit Agreement, inserted in appropriate numerical order, as
follows: 

"15.18 Actions through Sub-Agents. Agent may perform any or all of its duties and
may exercise any or all of its rights and powers by or through any one or more
sub-agents appointed by Agent. Agent and any such sub-agent may perform any and
all of its duties and exercise its rights and powers through its respective
Agent-Related Persons, including, without limitation, through its London branch.
The exculpatory provisions of this Section 15 shall apply to
any such sub-agent and to the Agent-Related Persons of Agent and any such
sub-agent, and shall apply to their respective activities in connection with
exercise of any of the rights and powers of Agent as provided for herein."


(G) A new Section 15.19 is hereby
added to the Credit Agreement, inserted in appropriate numerical order, as
follows: 

"15.19 Lender Affiliates. Each Lender (which term, for the avoidance of
doubt, shall include each Swing Lender) may from time to time, make, carry or
transfer Loans or other Obligations at, to, or for the account of any of its
branch offices or the office of an Affiliate of such Lender. Any branch office
or office of an Affiliate of any Lender, may from time to time, make, carry or
transfer Loans or other Obligations at, to, or for the account of and on behalf
of such Lender. Any such Loans or other Obligations made or carried by any
branch office or office of an Affiliate of any Lender shall be deemed to
automatically, without any further action of any Person, constitute Loans and
Obligations of such Lender. 

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

""Accounts Component" means, as of any date of determination, an
amount equal to the sum of (a) 50% of the amount of the Net Book Value of
Borrower's and the other Loan Parties' Domestic Accounts as of such date, plus
(b) the lesser of (x) 50% of the amount of the Net Book Value of Borrower's and
the other Loan Parties' Approved Foreign Accounts as of such date and (y)
$15,000,000." 


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

""Approved Foreign Account" means an Account (a) that is payable in Dollars,
Pounds Sterling, Australian dollars or Euros, (b) that is required to be paid by
the Account Debtor to a Deposit Account subject to a Control Agreement and (c)
with respect to which, the Account Debtor maintains its chief executive office
in, and is organized under the laws of, a country listed on Schedule A-3." 

(J) 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, (c) principal
payments resulting from reductions of the Revolver Sub-Facility Component that
are required to be made during such period pursuant to the definition thereof,
(d) all federal, state, and local income taxes paid in cash with respect to such
period and (e) 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." 

(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)
August 15, 2015, unless, as of August 15, 2015, 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 $74,000,000,
(iii) September 30, 2015, unless, as of September 30, 2015, 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, and (iv) the date
that is 91 days prior to the earliest date of maturity under the 2012
Convertible Trust Indenture." 

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

""Revolver Sub-Facility Component" means, as of any date of determination, an
amount equal to $33,000,000; 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 $1,000,000." 

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

"Amendment No. 7 Effective Date" means August 7, 2015. 

"Swept Foreign Cash" has the meaning specified therefor in
Section 2.14 of the Agreement. 

"UBS" means United Bank of Switzerland AG. 

(N) The definition of "Canadian
Account" is hereby deleted from Schedule 1.1 of the Credit Agreement in its
entirety. 

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

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

(Q) Schedule
4.1(b) to the Credit Agreement is
hereby amended and restated in its entirety as set forth on Exhibit C hereto. 

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

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

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

(U) Schedule
4.15 to the Credit Agreement is
hereby amended and restated in its entirety as set forth on Exhibit G hereto. 

(V) Schedule
4.24 to the Credit Agreement is
hereby amended and restated in its entirety as set forth on Exhibit H hereto. 

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(W) A new Schedule A-3 is hereby added to the Credit Agreement, inserted
in appropriate numerical order, as set forth on Exhibit I hereto. 

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. 

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 a
certificate from the Secretary of Borrower (i) attesting to the resolutions of
Borrower's Board of Directors authorizing its execution, delivery, and
performance of this Amendment, (ii) authorizing specific officers of Borrower to
execute the same, and (iii) attesting to the incumbency and signatures of such
specific officers of Borrower; 

(c) Agent shall have received
copies of Borrower's Governing Documents, as amended, modified, or supplemented
to date hereof, certified by the Secretary of Borrower; 

(d) Agent shall have received a
certificate of status with respect to Borrower, dated within 20 days of the date
hereof, such certificate to be issued by the appropriate officer of the
jurisdiction of organization of Borrower, which certificate shall indicate that
Borrower is in good standing in such jurisdiction; 

(e) Agent shall have received the
Seventh Amendment Fee referred to below; and 

(f) 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 







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; 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. 

7. Post-Closing
Covenants.

(a) Borrower shall use
commercially reasonable efforts to cause to be delivered to Agent, within 60
days of the date hereof, Collateral Access Agreements, in each case, fully
executed by the parties thereto, with respect to the locations listed on
Exhibit J hereto. 

(b) Within 120 days of the date
hereof (or such later date as Agent may agree to in its sole discretion), and at
all times thereafter, the Loan Parties shall maintain separate and segregated
accounts at United Bank of Switzerland AG for deposit and disbursement.


(c) Within 120 days of the date
hereof (or such later date as Agent may agree to in its sole discretion), Agent
shall have received Control Agreements, fully executed by the parties thereto,
with respect to each Deposit Account and Securities Account maintained by a Loan
Party at United Bank of Switzerland AG. 

(d) Any failure to make any
delivery under and in accordance with this Section 8 shall constitute an
immediate Event of Default. 

8. Seventh 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 $37,500 (the "Seventh Amendment Fee")
which shall be fully earned and due and payable on the date hereof. 

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9. Miscellaneous. 

(a) Expenses. Borrower agrees to pay on demand all costs and expenses of Agent (including the reasonable fees and expenses of outside counsel for Agent) in connection with the preparation, negotiation, execution, delivery and administration of this Amendment and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith. All obligations provided herein shall survive any termination of this Amendment and the Credit Agreement as amended hereby. 

(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] 

8 







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:      	CFO
	 
	 
	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/ Brian Boatman
	Title:	Managing
  Director




  Signature Page to Seventh Amendment to Credit Agreement