Exhibit 10.2
 EXECUTION COPY
  Amendment Imation Enterprises Borrower Borrowers Lender Lenders Administrative Agent
 RECITALS
 Credit Agreement
   Defined Terms Amendment Documents Section 5 Guarantor Consent Exhibit A
 Interpretation Sections 1.02 1.03 1.04 1.05 1.06 1.07
 Credit Agreement Amendments stricken
text double-underline text Exhibit B
 Credit Agreement Schedules and Exhibits




---



##### 



Conditions to Effectiveness Effective Date
            2




---



##### 



Article V
        3




---



##### 



BAS
         Effect of the Agreement
 4




---



##### 



Representations and Warranties
    Article V
  Prospective Foreign Entity Amendment Sections 10.01 10.01A Imation B.V. Relevant Jurisdiction
 5




---



##### 



Section
6.13
 Miscellaneous
  6




---



##### 



SECTIONS 10.16 10.17
  Section 10.01
   Loan Document
 Joinder of New Guarantors
    7




---



##### 



IMATION CORP., as a BorrowerBy:
    /s/ Paul R. ZellerName:
    Paul R. ZellerTitle:
    Senior Vice President and Chief
Financial OfficerIMATION ENTERPRISES CORP., as a BorrowerBy:
    /s/ Paul R. ZellerName:
    Paul R. ZellerTitle:
    Senior Vice President and Chief
Financial Officer




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##### 



BANK OF AMERICA, N.A., as Administrative AgentBy:
    /s/ Jason RileyName:
    Jason RileyTitle:
    Senior Vice PresidentBANK OF AMERICA, N.A., as L/C Issuer and as a LenderBy:
    /s/ Jason RileyName:
    Jason RileyTitle:
    Senior Vice President




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##### 



JPMORGAN CHASE BANK, N.A., as a LenderBy:
    /s/ David A. LehnerName:
    David A. LehnerTitle:
    Vice President




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##### 



THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,as a LenderBy:
    /s/ Victor PierzchalskiName:
    Victor PierzchalskiTitle:
    Authorized Signatory




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##### 



US BANK NATIONAL ASSOCIATION, as a LenderBy:
    /s/ Gaylen J. FrazierName:
    Gaylen J. FrazierTitle:
    Officer




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##### 



WELLS FARGO BANK, NATIONAL ASSOCIATION, as a LenderBy:
    /s/ Brian BuckName:
    Brian BuckTitle:
    Vice President




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##### 



CITIBANK, N.A., as a LenderBy:
    /s/ Humberto M. SalomonName:
    Humberto M. SalomonTitle:
    Vice President




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##### 



FIFTH THIRD BANK, as a LenderBy:
    /s/ Gary S. LoseyName:
    Gary S. LoseyTitle:
    Vice President




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##### 



HSBC BANK USA, N.A., as a LenderBy:
    /s/ Molly BrennanName:
    Molly BrennanTitle:
    Vice President




---



##### 



EXHIBIT A




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##### 



Guarantor Consent
  IMATION FUNDING CORP., as a GuarantorBy:Name:Title:IMATION LATIN AMERICA CORP., as a GuarantorBy:Name:Title:MEMOREX PRODUCTS, INC., as a GuarantorBy:Name:Title:




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##### 



IMN DATA STORAGE LLC, as a GuarantorBy:Name:Title:




---



##### 



EXHIBIT B




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##### 



CREDIT AGREEMENT
 (as amended by the Amendment to Credit Agreement dated as of July 24, 2007, the Second
Amendment to Credit Agreement dated as of April 25, 2008, and the Third Amendment to Credit
Agreement dated as of June 3, 2009)
  IMATION CORP.   IMATION ENTERPRISES CORP.,
 BANK OF AMERICA, N.A.,
  THE OTHER LENDERS PARTY THERETO,
 JPMORGAN CHASE BANK, N.A.
 U.S. BANK NATIONAL ASSOCIATION
 WELLS FARGO BANK, NATIONAL ASSOCIATION
 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
  BANC OF AMERICA SECURITIES LLC,




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##### 



TABLE OF CONTENTS
 Section
    
    PageARTICLE I.
    
    DEFINITIONS AND ACCOUNTING TERMS
    
    
    11.01
    
    Defined Terms
    
    
    11.02
    
    Other Interpretive Provisions
    
    
    22351.03
    
    Accounting Terms
    
    
    23361.04
    
    Rounding
    
    
    24361.05
    
    References to Agreements and Laws
    
    
    24361.06
    
    Times of Day
    
    
    24371.07
    
    Letter of Credit Amounts
    
    
    24371.08
    
    Uniform Commercial Code
    
    
    37ARTICLE II.
    
    THE COMMITMENTS AND CREDIT EXTENSIONS
    
    
    24372.01
    
    Loans; Advances
    
    
    24372.02
    
    Borrowings, Conversions and Continuations of Loans
    
    
    24382.03
    
    Letters of Credit
    
    
    26402.04
    
    Prepayments
    
    
    34482.05
    
    Termination or Reduction of Commitments
    
    
    34482.06
    
    Repayment of Loans
    
    
    35492.07
    
    Interest
    
    
    35492.08
    
    Fees
    
    
    35492.09
    
    Computation of Interest and Fees
    
    
    36502.10
    
    Evidence of Debt
    
    
    36502.11
    
    Payments Generally
    
    
    37512.12
    
    Sharing of Payments
    
    
    38542.13
    
    Marshaling; Payments Set Aside
    
    
    542.14
    
    Increase in Commitments
    
    
    39552.15
    
    Effect of Termination; Survival
    
    
    56ARTICLE III.
    
    TAXES, YIELD PROTECTION AND ILLEGALITY
    
    
    40563.01
    
    Taxes
    
    
    40563.02
    
    Illegality
    
    
    42583.03
    
    Inability to Determine Rates
    
    
    42593.04
    
    Increased Costs
    
    
    43593.05
    
    Compensation for Losses
    
    
    44603.06
    
    Mitigation Obligations; Replacement of Lenders
    
    
    45613.07
    
    Survival
    
    
    45ARTICLE IV.
    
    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
    
    
    45614.01
    
    Conditions of Initial Credit Extensionto Closing
    
    
    45614.02
    
    Conditions to all Credit Extensions
    
    
    4761ARTICLE V.
    
    REPRESENTATIONS AND WARRANTIES
    
    
    48625.01
    
    Existence, Qualification and Power; Compliance with Laws
    
    
    48625.02
    
    Authorization; No Contravention
    
    
    48625.03
    
    Governmental Authorization; Other Consents
    
    
    48635.04
    
    Binding Effect
    
    
    48635.05
    
    Financial Statements; No Material Adverse Effect; Solvency
    
    
    4863
 i




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##### 



Section
    
    Page5.06
    
    Litigation
    
    
    49635.07
    
    No Default
    
    
    49645.08
    
    Ownership of Property
    
    
    49645.09
    
    Environmental Compliance
    
    
    49645.10
    
    Insurance
    
    
    50645.11
    
    Taxes
    
    
    50655.12
    
    ERISA Compliance
    
    
    50655.13
    
    Subsidiaries
    
    
    51665.14
    
    Margin Regulations; Investment Company Act; Public Utility
Holding Company Act
    
    
    51665.15
    
    Disclosure
    
    
    51665.16
    
    Compliance with Laws
    
    
    51675.17
    
    Intellectual Property; Licenses, Etc.
    
    
    52675.18
    
    Accounts
    
    
    675.19
    
    Payable Practices
    
    
    685.20
    
    Labor Relations
    
    
    685.21
    
    Trade Relations
    
    
    685.22
    
    Surety Obligations
    
    
    685.23
    
    Bank Accounts
    
    
    695.24
    
    Validity and Priority of Security Interest
    
    
    695.25
    
    Material Agreements
    
    
    695.26
    
    Complete Disclosure
    
    
    69ARTICLE VI.
    
    AFFIRMATIVE COVENANTS
    
    
    52696.01
    
    Financial Statements
    
    
    52706.02
    
    Certificates; Other Information
    
    
    53706.03
    
    Notices
    
    
    54736.04
    
    Payment of Obligations
    
    
    55746.05
    
    Preservation of Existence, Etc.
    
    
    55746.06
    
    Maintenance of Properties
    
    
    55746.07
    
    Maintenance of Insurance
    
    

56746.08
    
    Compliance with Laws
    
    
    56766.09
    
    Books and Records
    
    
    56766.10
    
    Inspection Rights; Appraisals
    
    

56766.11
    
    Use of Proceeds
    
    
    56776.12
    
    Taxes
    
    
    776.13
    
    Additional Guarantors and Foreign Subsidiaries
    
    
    56776.14
    
    After-Acquired Collateral
    
    
    786.15
    
    Landlord and Storage Agreements
    
    
    796.16
    
    Licenses
    
    
    796.17
    
    Administration of Inventory
    
    
    796.18
    
    Administration of Equipment
    
    
    806.19
    
    Commercial Tort Claims
    
    
    806.20
    
    Further Assurances
    
    
    80ARTICLE VII.
    
    NEGATIVE COVENANTS
    
    
    5780
 ii




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##### 



Section
    
    Page7.01
    
    Liens
    
    
    57817.02
    
    Investments
    
    
    58827.03
    
    Indebtedness
    
    
    59847.04
    
    Fundamental Changes
    
    
    60857.05
    
    Dispositions
    
    
    60857.06
    
    Restricted Payments
    
    
    61877.07
    
    Change in Nature of Business
    
    
    62877.08
    
    Transactions with Affiliates
    
    
    62877.09
    
    Burdensome Agreements
    
    
    62877.10
    
    Use of Proceeds
    
    
    62887.11
    
    Financial Covenants Covenant
    
    
    62887.12
    
    Capital Expenditures
    
    
    887.13
    
    Subsidiaries
    
    
    887.14
    
    Organic Documents
    
    
    887.15
    
    Tax Consolidation
    
    
    887.16
    
    Accounting Changes
    
    
    887.17
    
    Restrictions on Payment of Borrowed Money
    
    
    88ARTICLE VIII.
    
    EVENTS OF DEFAULT AND REMEDIES
    
    
    62888.01
    
    Events of Default
    
    
    62888.02
    
    Remedies Upon Event of Default
    
    
    64918.03
    
    Application of Funds
    
    
    6591ARTICLE IX.
    
    ADMINISTRATIVE AGENT
    
    
    66929.01
    
    Appointment and Authority
    
    
    66929.02
    
    Rights as a Lender
    
    
    66929.03
    
    Exculpatory Provisions
    
    
    66939.04
    
    Reliance by Administrative Agent
    
    
    67949.05
    
    Delegation of Duties
    
    
    67949.06
    
    Resignation of Administrative Agent
    
    
    68949.07
    
    Non-Reliance on Administrative Agent and Other Lenders
    
    
    68959.08
    
    No Other Duties, Etc.
    
    
    69959.09
    
    Administrative Agent May File Proofs of Claim
    
    
    69959.10
    
    Collateral and Guaranty Matters
    
    
    7096ARTICLE X.
    
    MISCELLANEOUS
    
    
    709710.01
    
    Amendments, Etc.
    
    
    709710.02
    
    Notices and Other Communications; Facsimile Copies
    
    
    719810.03
    
    No Waiver; Cumulative Remedies
    
    
    7310010.04
    
    Expenses; Indemnity; Damage Waiver
    
    
    7310010.05
    
    Payments Set Aside
    
    
    7510210.06
    
    Successors and Assigns
    
    
    7510310.07
    
    Treatment of Certain Information; Confidentiality
    
    
    7910710.08
    
    Right of Set-off
    
    
    8010710.09
    
    Interest Rate Limitation
    
    
    8110810.10
    
    Counterparts
    
    
    8110810.11
    
    Integration
    
    
    81108
 iii




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Section
    
    Page10.12
    
    Survival of Representations and Warranties
    
    
    8110810.13
    
    Severability
    
    
    8110910.14
    
    Replacement of Lenders
    
    
    8210910.15
    

[Reserved]
    
    
    10910.16
    
    Governing Law
    
    
    8210910.1610.17
    
    Waiver of Right to Trial by Jury
    
    
    8311010.1710.18
    
    Time of the Essence
    
    
    8311010.1810.19
    
    Entire Agreement
    
    
    8311010.19
    
    [Reserved]
    
    
    8310.20
    
    Joint and Several Liability
    
    
    8311010.21
    
    Contribution and Indemnification between the Borrowers
    
    
    8411110.22
    
    Agency of Imation for Enterprises
    
    
    8511210.23
    
    USA Patriot Act Notice
    
    
    85112SIGNATURES
    
    
    
    
    S-1
 iv




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##### 



SCHEDULES
 1.01(e)
    
    Existing Letters of Credit2.01
    
    Commitments and Pro Rata Shares5.05
    
    Supplement to Interim Financial Statements5.06
    
    Litigation5.09
    
    Environmental Matters5.12
    
    ERISA Matters5.13
    
    Subsidiaries and Other Equity Investments5.15
    
    Restrictive Agreements5.17
    
    Intellectual Property Matters5.20
    
    Labor Matters5.23
    
    Deposit Accounts5.25
    
    Material Agreements7.01
    
    Existing Liens7.02
    
    Existing Investments7.03
    
    Existing Indebtedness7.03(A)
    
    Other Indebtedness10.02
    
    Administrative Agents Office, Certain Addresses for Notices10.06
    
    Processing and Recordation Fees
 EXHIBITS
 Form ofA
    
    Loan NoticeB
    
    NoteC
    
    Compliance CertificateD
    
    Assignment and AssumptionE
    
    GuarantyF
    
    Opinion MattersG
    
    Joinder AgreementH
    
    Security and Pledge Agreement
 v




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##### 



CREDIT AGREEMENT
 (Agreement) is entered into as of March 29, 2006, dated as of
March 29, 2006, as amended by that certain Amendment to the Credit Agreement dated as of July 24,
2007, by that Second Amendment to Credit Agreement dated as of April 25, 2008 and by that Third
Amendment to Credit Agreement dated as of June 3, 2009 (and as further amended, restated,
supplemented or otherwise modified from time to time, this Credit Agreement or Agreement), Imation Enterprises Borrower Borrowers Lenders Lender ,
   ARTICLE I. ARTICLE I.  DEFINITIONS AND ACCOUNTING TERMS
 1.01 Defined Terms.
 Account has the meaning specified in the UCC, including all rights to payment for goods sold
or leased, or for services rendered.
 Account Debtor means a Person who is obligated under an Account, Chattel Paper or General
Intangible.
 Accounts Formula Amount means up to 85% of the Value of Eligible Accounts; provided, however,
that such percentage shall be reduced by 1.0% for each whole percentage point (or portion thereof)
that the Dilution Percent exceeds 5.0%.
 Acquisition
 Act means the USA Patriot Act (Title III of Pub. L 107-56 (signed into law on October 26,
2001)).




---



##### 



Administrative Agent
 Administrative Agents Office Schedule 10.02
 Administrative Questionnaire
 Affiliate Control Controlling Controlled
 Aggregate Commitments sum of the
 Agreement means this Credit Agreement.
 Anti-Terrorism Laws means any laws relating to terrorism or money laundering, including the
Act.
 Applicable Rate Consolidated
Leverage Ratio average daily Availability for the most recently ended fiscal quarter Section 6.02(a)
 APPLICABLE RATE




---



##### 



Consolidated
    
    
    
    
    
    EurodollarLeverage
    
    
    
    
    
    Rate + /Ratio
Average
    
    Facility
    
    Letters of
    
    Base RatePricing Level
    
    Daily Availability
    
    Fee
    
    Credit
    
    +1
    
        £0.50:13
               $150,000,000
    
    
    0.1250.50
    %
    
    
    0.453.50
    %
    
    
    0.02.50
    %2
    
        >0.50:1£

$150,000,000 but £ 1.00:1 3 $75,000,000
    
    
    0.150.50
    %
    
    
    0.553.75
    %
    
    
    0.02.75
    %3
    
    >1.00:1 but £1.50:1£
$75,000,000
    
    
    0.1750.50
    %
    
    
    0.654.00
    %
    
    
    0.03.00
    %4
    
    >1.50:1 but £ 2.00
    
    
    0.20
    %
    
    
    0.75
    %
    
    
    0.25
    %5
    
    >2.00:1
    
    
    0.25
    %
    
    
    0.95
    %
    
    
    0.50
    %
 Consolidated
Leverage Ratio average daily Availability for the immediately preceding fiscal quarter Section 6.02(a) provided however 5 3 provided further Third Amendment March December 2006 2009
 Approved Consignee means each of Office Max, Office Depot, Best Buy, Staples and any other
consignee approved in advance by the Administrative Agent to the extent that (a) such consignee has
delivered all of the Required Consignee Documentation to the Administrative Agent or (b) such
consignee maintains a rating of BB+ (or better) with S&P and Ba1 (or better) with Moodys.
 Approved Fund




---



##### 



Arranger
 Assignee Group
 Assignment and Assumption Section
10.06(b)) Exhibit
D
 Assignment Fee set forth specified Schedule 10.06
 Attorney Costs
 Attributable Indebtedness
 Audited Financial Statements 2005, 2008,
 Auto-Renewal Letter of Credit has the meaning specified in Section 2.03(b)(iii).
 Availability means the amount by which (a) the lesser of (i) the Borrowing Base and (ii) the
Aggregate Commitments exceeds (b) Total Outstandings.
 Availability Period Section 2.05 Section 8.02
 Availability Reserve means the sum (without duplication) of (a) the Inventory Reserve; (b)
the Rent and Charges Reserve; (c) the Bank Product Reserve; (d) the Real Estate Value Reserve; (e)
the aggregate amount of liabilities secured by Liens upon Collateral that are senior to the
Administrative Agents Liens (but imposition of any such reserve shall not waive a Event of Default
arising therefrom); and (f) such additional reserves, in such amounts and with respect to such
matters, as the Administrative Agent in its Permitted Discretion may elect to impose from time to
time.
 Bank of America ,




---



##### 



Bank Product means any of the following products, services or facilities extended to any Loan
Party by the Administrative Agent, any Lender or any of their respective Affiliates: (a) Cash
Management Services; (b) products under Swap Contracts; (c) commercial credit card and merchant
card services and E-Payables and comparable products; and (d) other banking products or services as
may be requested by any Loan Party, other than Letters of Credit; provided, however, that for any
of the foregoing to be included as an Obligation, the applicable Secured Party and Loan Party
must have previously provided written notice to the Administrative Agent of the existence of such
Bank Product (which notice shall be deemed given automatically upon the creation or incurrence of
any Bank Product provided by the Administrative Agent, Bank of America or any of their Affiliates).
 Bank Product Debt means Indebtedness and other obligations of a Loan Party relating to Bank
Products. The amount of the Bank Product Debt may be changed from time to time upon written notice
to the Administrative Agent by the Secured Party and the Loan Party. No new Bank Product may be
established or existing Bank Product Debt voluntarily increased at any time that a Default exists,
or if a reserve against such amounts would cause an Overadvance.
 Bank Product Reserve means the aggregate amount of reserves established by the Administrative
Agent from time to time in its Permitted Discretion in respect of Bank Product Debt.
 Bankruptcy Code et seq.
 Base
Rate , , higher highest and , . and (c) Eurodollar Rate for a 30 day Interest Period as determined
on such day, plus 1.0%.
 Base Rate Loan
 Borrowed Money means, as to any Person at a particular time, without duplication, all of the
following, whether or not included as indebtedness or liabilities in accordance with GAAP:
 (a) all obligations of such Person for borrowed money and all obligations of such
Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;
 (b) all direct or contingent obligations of such Person arising under letters of
credit (including standby and commercial), bankers acceptances, bank guaranties, surety bonds and
similar instruments;




---



##### 



(c) capital leases and Synthetic Lease Obligations; and
 (d) all Guarantees of such Person in respect of any of the foregoing.
 Borrower
 Borrower Agent has the meaning specified in Section 10.22.
 Borrower Materials set forth specified Section
6.02
 Borrowing Section 2.01
 Borrowing Base means on any date of determination, an amount equal to the sum of the Accounts
Formula Amount, plus the Inventory Formula Amount, plus the Real Estate Formula Amount minus the
Availability Reserve.
 Borrowing Base Certificate means a certificate, in form and substance satisfactory to the
Administrative Agent, by which the Borrowers certify calculation of the Borrowing Base.
 Borrowing Base Collateral means, collectively, (a) the Accounts and Inventory of the
Borrowing Base Loan Parties and (b) the Eligible Real Estate Assets.
 Borrowing Base Loan Party means each Borrower and each other Loan Party whose assets are
included, from time to time in the discretion of the Administrative Agent, as Eligible Inventory or
Eligible Accounts.
 Business Day
 Capital Expenditures i a plus ii b property Property
 Captive Insurance Subsidiary means a direct, wholly-owned Subsidiary of Imation,
which is a company solely engaged in the business of providing insurance coverage to the Borrowers
and their Subsidiaries that covers risks that would be covered by a liability policy.
 Cash Collateralize has the meaning specified inSection 2.03(g).




---



##### 



Cash Collateral means cash, and any interest or other income earned thereon, that is
delivered to the Administrative Agent to Cash Collateralize any Obligations.
 Cash Collateralize means the delivery of cash to the Administrative Agent, as security for
the payment of the Obligations, in an amount equal to (a) with respect to L/C Obligations, 105% of
the aggregate L/C Obligations, and (b) with respect to any inchoate, contingent or other
Obligations (including Obligations arising under Bank Products), the Administrative Agents good
faith estimate of the amount due or to become due, including all fees and other amounts relating to
such Obligations. Cash Collateralization has a correlative meaning.
 Cash Dominion Trigger Period means the period (a) commencing (i) at any time that
Availability is less than $50,000,000 or (ii) at the option of the Administrative Agent, with the
consent of the Required Lenders, or at the direction of the Required Lenders, on the day that an
Event of Default occurs; and (b) continuing until, during the preceding 30 consecutive days, no
Event of Default has existed and Availability has been greater than $75,000,000 at all times.
 Cash Equivalents means (a) marketable obligations issued or unconditionally guaranteed by,
and backed by the full faith and credit of, the United States government, maturing within 12 months
of the date of acquisition; (b) certificates of deposit, time deposits and bankers acceptances
maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case
which are issued by a commercial bank organized under the laws of the United States or any state or
district thereof, rated A-1 (or better) by S&P or P-1 (or better) by Moodys at the time of
acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase
obligations with a term of not more than 30 days for underlying investments of the types described
in clauses (a) and (b) entered into with any bank meeting the qualifications specified in clause
(b); (d) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by Moodys, and maturing
within nine months of the date of acquisition; and (e) shares of any money market fund that has
substantially all of its assets invested continuously in the types of investments referred to above
and has net assets of at least $500,000,000.
 Cash Management Services means any services provided from time to time by any Lender or any
of its Affiliates to any Loan Party in connection with operating, collections, payroll, trust, or
other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic
funds transfer, wire transfer, controlled disbursement, overdraft, depository, information
reporting, lockbox and stop payment services.
 CERCLA means the Comprehensive Environmental Response Compensation and Liability Act (42
U.S.C. § 9601 et seq.).
 Change in Law




---



##### 



Change of Control
 option right
   Closing Date means the first date all the conditions precedent inSection
4.01are satisfied or waived in accordance withSection 4.01(or, in the case of
Section 4.01(c), waived by the Person entitled to receive the applicable payment).
 Closing Date means March 29, 2006.
 Code
 Collateral property and interests in property and proceeds thereof now owned or
hereafter acquired by any Loan Party in or upon which a Lien now or hereafter exists in




---



##### 



favor of the Administrative Agent under or pursuant to any Collateral Document Property
described in any Collateral Documents as security for any Obligations, and all other Property that
now or hereafter secures (or is intended to secure) any Obligations
 Collateral Documents any agreement the Security and Pledge Agreement, Guaranty,
Mortgages, Notice of Grant of Security Interest in Patents, Notice of Grant of Security Interests
in Copyrights, Notice of Grant of Security Interests in Trademarks, Insurance Assignments, Deposit
Account Control Agreements, pledge agreements and all other documents, instruments and agreements
now or hereafter securing (or given with the intent to secure) any Obligations or , and any pledge agreement entered into
hereafter provided in respect of Pledged Foreign Subsidiaries
 Commitment Section 2.01 Schedule 2.01
 Compliance Certificate Exhibit
C
 Consolidated EBITDA plus ordinary
course Ordinary Course business Business and (E) restructuring expenses and (F) litigation related
accruals minus ordinary course of business Ordinary
Course of Business
 Consolidated Fixed Charge Coverage Ratio less minus unfinanced less minus minus any Restricted Payment made in cash
pursuant to Section 7.06(d) plus Scheduled scheduled and interest during the Subject Period plus
the scheduled amortization of the Original Real Estate Base Amount




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Consolidated Funded Indebtedness means, as of any date of determination, for Imation
and its Subsidiaries on a consolidated basis, the sum of (a) the outstanding principal amount of
all obligations, whether current or long-term, for borrowed money (including Obligations hereunder)
and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar
instruments, (b) all purchase money Indebtedness, (c) all direct, non-contingent obligations
arising under letters of credit (including standby and commercial, other than the Letters of
Credit), bankers acceptances, bank guaranties, surety bonds and similar instruments, and all
obligations in respect of drawn or undrawn Letters of Credit, (d) all obligations in respect of the
deferred purchase price of property or services (other than trade accounts payable in the ordinary
course of business), (e) Attributable Indebtedness in respect of capital leases and Synthetic Lease
Obligations, (f) Equity Payment Obligations, (g) the outstanding Memorex Earnout Obligation, to the
extent required to be reflected on such Persons financial statements in accordance with GAAP, (h)
without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified
in clauses (a) through (e) above of Persons other than Imation or any Subsidiary, and (i) all
Indebtedness of the types referred to in clauses (a) through (h) above of any partnership or joint
venture (other than a joint venture that is itself a corporation or limited liability company) in
which Imation or a Subsidiary is a general partner or joint venturer, unless such Indebtedness is
expressly made non-recourse to Imation or such Subsidiary.
 Consolidated Interest Charges excluding, however, imputed interest in
respect of any judgments, claims, settlement payments or similar liabilities
 Consolidated Leverage Ratio means, as of any date of determination, the ratio of (a)
Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA for the Subject Period
then ending. The Consolidated Leveraged Ratio shall be calculated on a Pro Forma Basis if any of
the events described in the definition of Pro Forma Basis occurred on the calculation date or
prior to the calculation date but during the Subject Period.
 Consolidated Net Income




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Contractual Obligation property Property
 Control Controlling Controlled
 Credit Extension
 Current Real Estate Amount has the meaning specified in the definition of Real Estate
Formula Amount.
 Debtor Relief Laws
 Default
 Default Rate plus plus provided however
 Defaulting Lender a bankruptcy or insolvency proceeding an
Insolvency Proceeding
 Deposit Account Control Agreement means the Deposit Account control agreements to be executed
by each institution maintaining a Deposit Account for a Loan Party (other than in respect of
Deposit Accounts over which the Administrative Agent is not required to have control pursuant to
Section 5.23), in favor of the Administrative Agent, for the benefit of Secured Parties, as
security for the Obligations.
 Dilution Percent means the percent, determined for the Borrowers most recent fiscal quarter,
equal to (a) bad debt write-downs or write-offs, discounts, returns, promotions, credits, credit
memos and other dilutive items with respect to Accounts (excluding any of the foregoing items to
the extent specifically addressed in the Availability Reserve, applied to reduce the Value of an
Eligible Account, applied to cause an Account that would have




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otherwise constituted an Eligible Account to not be an Eligible Account or otherwise deemed
ineligible by the Administrative Agent) divided by (b) gross sales.
 Disposition Dispose property Property ,constituting a sale or accounts
receivable Accounts ; provided that Disposition and Dispose shall not include a sale
of Inventory in the Ordinary Course of Business
 Dollar $
 Domestic Subsidiary laws of any
political subdivision of the United States. Laws of any political subdivision of the United
States.
 Dominion Account means a special account established by Borrowers at Bank of America or
another bank acceptable to Administrative Agent, over which Administrative Agent has exclusive
control for withdrawal purposes.
 Eligible Account means an Account owing to a Borrowing Base Loan Party that arises in the
Ordinary Course of Business from the sale of goods, is payable in Dollars or Canadian dollars and
is deemed by the Administrative Agent, in its Permitted Discretion, to be an Eligible Account.
Without limiting the foregoing, no Account shall be an Eligible Account if (a) it is unpaid for
more than 60 days after the original due date, or more than 120 days after the original invoice
date; (b) 25% or more of the Accounts owing by the Account Debtor are not Eligible Accounts under
the foregoing clause; (c) when aggregated with other Accounts owing by the Account Debtor, it
exceeds 20% of the aggregate Accounts (or such higher percentage as the Administrative Agent may,
with the consent of the Required Lenders, establish for the Account Debtor from time to time) of
all Borrowing Base Loan Parties; (d) it does not conform with a covenant or representation herein;
(e) it is owing by a creditor or supplier (but ineligibility shall be limited to the amount owing
by the Account Debtor in its capacity as creditor or supplier), or is otherwise subject to a
potential offset, counterclaim, dispute, deduction, discount, recoupment, reserve, defense,
chargeback, credit or allowance (but ineligibility shall be limited to the amount thereof); (f) an
Insolvency Proceeding has been commenced by or against the Account Debtor; or the Account Debtor
has failed, has suspended or ceased doing business, is liquidating, dissolving or winding up its
affairs, or is not Solvent; or the Borrower is not able to bring suit or enforce remedies against
the Account Debtor through judicial process; (g) the Account Debtor is organized or has its
principal offices or assets outside the United States or Canada; (h) it is owing by a Government
Authority, unless the Account Debtor is the United States or any department, agency or
instrumentality thereof and the Account has been assigned to the Administrative Agent in compliance
with the Assignment of Claims Act; (i) it is not subject to a duly perfected, first priority Lien
in favor of the Administrative Agent, or is subject to any other Lien, other than a Permitted Lien
permitted pursuant to subsections (c) or (d) of Section 7.01; (j) the goods giving rise to it have
not been delivered to and accepted by the Account Debtor, the services giving rise to it have not
been accepted by the Account Debtor, or it otherwise does not represent a final sale; (k) it is
evidenced by




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Chattel Paper or an Instrument of any kind, or has been reduced to judgment; (l) its payment
has been extended, the Account Debtor has made a partial payment, or it arises from a sale on a
cash-on-delivery basis; (m) it arises from a sale to an Affiliate, from a sale on a bill-and-hold,
guaranteed sale, sale-or-return, sale-on-approval, consignment (other than Accounts arising from
sales of Inventory through an Approved Consignee), or other repurchase or return basis, or from a
sale to a Person for personal, family or household purposes; (n) it represents a progress billing
or retainage; or (o) it includes a billing for interest, fees or late charges, but ineligibility
shall be limited to the extent thereof. In calculating delinquent portions of Accounts under
clauses (a) and (b), credit balances more than 90 days old will be excluded.
 Eligible Assignee provided
 Eligible Inventory means Inventory owned by a Borrowing Base Loan Party that the
Administrative Agent, in its Permitted Discretion, deems to be Eligible Inventory. Without
limiting the foregoing, no Inventory shall be Eligible Inventory unless it (a) is finished goods or
raw materials, and not work-in-process, packaging or shipping materials, labels, samples, display
items, bags, replacement parts or manufacturing supplies; (b) is not held on consignment (other
than with respect to an Approved Consignee, provided that the amount of all such consigned
Inventory with Approved Consignees that may be included as Eligible Inventory shall not exceed
$40,000,000 in the aggregate at any time) nor subject to any deposit or downpayment; (c) is in new
and saleable condition and is not damaged, defective, shopworn or otherwise unfit for sale; (d) is
not slow-moving, obsolete or unmerchantable, and does not constitute returned or repossessed goods;
(e) meets all standards imposed by any Governmental Authority, and does not constitute hazardous
materials under any Environmental Law; (f) conforms with the covenants and representations herein;
(g) is subject to the Administrative Agents duly perfected, first priority Lien, and no other
Lien, other than a Permitted Lien permitted pursuant to subsections (c) or (d) of Section 7.01; (h)
is within the continental United States or Canada, is not in transit except between locations of
the Borrowers, and is not consigned to any Person (except as permitted pursuant to clause (b)
immediately above); (i) is not subject to any warehouse receipt or negotiable Document; (j) is not
subject to any License or other arrangement that restricts such Borrowers or the Administrative
Agents right to dispose of such Inventory, unless the Administrative Agent has received an
appropriate Lien Waiver; and (k) is not located on leased premises or in the possession of a
warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other Person, unless
the lessor or such Person has delivered a Lien Waiver or an appropriate Rent and Charges Reserve
has been established in the Administrative Agents Permitted Discretion; and (l) is reflected in
the details of a current perpetual inventory report.
 Eligible Real Estate Assets means the Real Estate located at 1 Imation Place, Oakdale,
Minnesota (a) which is owned in fee simple by one or more Loan Parties, (b) which is




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subject to a valid, enforceable and first priority Lien in favor of the Administrative Agent
(subject to Permitted Liens permitted pursuant to subsections (c), (d), (g) or (h) of Section
7.01), (c) with respect to which all items required by the Third Amendment to Credit Agreement
shall have been completed and delivered to the Administrative Agent, (d) for which an environmental
assessment has been prepared and approved in accordance with clause (f) of the definition of
Related Real Estate Documents, and (e) which otherwise conforms to the representations, warranties
and covenants contained herein and which at all times continues to be acceptable to the
Administrative Agent in its Permitted Discretion.
 Enforcement Action means any action to enforce any Obligations or Loan Documents or to
realize upon any Collateral (whether by judicial action, self-help, notification of Account
Debtors, exercise of setoff or recoupment, or otherwise).
 Enterprises
 Environmental Agreement means each agreement of the Loan Parties with respect to any Real
Estate subject to a Mortgage, pursuant to which the Loan Parties agree to indemnify and hold
harmless the Administrative Agent and the Lenders from liability under any Environmental Laws.
 Environmental Laws
 Environmental Liability
 Environmental Notice means a written notice from any Governmental Authority or other Person
of any possible noncompliance with, investigation of a possible violation of, litigation relating
to, or potential fine or liability under any Environmental Law, or with respect to any
Environmental Release, environmental pollution or hazardous materials, including any complaint,
summons, citation, order, claim, demand or request for correction, remediation or otherwise.
 Environmental Release a release as defined in CERCLA or under any other Environmental
Law.
 Equity Payment Obligations




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##### 



ERISA
 ERISA Affiliate
 ERISA Event
 Eurodollar Base Rate
 Eurodollar Rate
 Eurodollar Rate =
    
    Eurodollar Base Rate1.00  Eurodollar Reserve Percentage
  Eurodollar Base Rate BBA LIBOR




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Eurodollar Reserve Percentage
 Eurodollar Rate Loan
 Event of Default Section 8.01
 Excluded Taxes Section
10.14 Section 3.01(e) Section 3.01(a)
 Existing Credit Agreement
 Existing Letters of Credit Schedule
1.01(e)
 Extraordinary Expenses means, collectively, all advances and out-of-pocket costs and expenses
that the Administrative Agent may make or incur during an Event of Default, or during the pendency
of an Insolvency Proceeding of a Loan Party, including those relating to (a) any audit, inspection,
repossession, storage, repair, appraisal, insurance, manufacture, preparation or advertising for
sale, sale, collection, or other preservation of or realization upon any Collateral; (b) any
action, arbitration or other proceeding (whether instituted by or against the Administrative Agent,
any Lender, any Loan Party, any representative of creditors of a Loan Party or any other Person) in
any way relating to any Collateral (including the validity, perfection, priority or avoidability of
the Administrative Agents Liens with respect to any Collateral), Loan Documents, Letters of Credit
or Obligations, including any lender liability or other claims; (c) the exercise, protection or
enforcement of any rights or remedies of the Administrative Agent in, or the monitoring of,




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any Insolvency Proceeding; (d) settlement or satisfaction of any taxes, charges or Liens with
respect to any Collateral; (e) any Enforcement Action; (f) negotiation and documentation of any
modification, waiver, workout, restructuring or forbearance with respect to any Loan Documents or
Obligations; and (g) Protective Advances. Such costs, expenses and advances include transfer fees,
Other Taxes, storage fees, insurance costs, permit fees, utility reservation and standby fees,
reasonable legal fees, appraisal fees, brokers fees and commissions, auctioneers fees and
commissions, accountants fees, environmental study fees, wages and salaries paid to employees of
any Loan Party or independent contractors in liquidating any Collateral, and travel expenses.
 Facility Fee means the fee payable pursuant to Section 2.08(a) herein.
 Federal Funds Rate provided
 Fee
Letter the that certain , January 31,
2006, April 8, 2009, Imation the Borrowers
 Financial Covenant Trigger Period means the period (a) commencing on the day that Liquidity
is less than the greater of (i) $50,000,000 or (ii) 150% of the Current Real Estate Amount, and (b)
continuing until, during the preceding 30 consecutive days, no Event of Default has existed and
Liquidity has been greater than $75,000,000 at all times.
  First-Tier Foreign Subsidiary Domestic Subsidiaries Loan Parties
 Foreign Lender
 Foreign Plan means any employee benefit plan or arrangement (a) maintained or contributed to
by any Loan Party or Subsidiary that is not subject to the laws of the United States; or (b)
mandated by a government other than the United States for employees of any Loan Party or
Subsidiary.
 Foreign Subsidiary
 FRB




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##### 



Full Payment means with respect to any Obligations, (a) the full and indefeasible cash
payment thereof (other than Bank Product Debt that is not yet due and owing), including any
interest, fees and other charges accruing during an Insolvency Proceeding (whether or not allowed
in the proceeding); (b) if such Obligations are L/C Obligations, Bank Product Debt that is not yet
due and owing or inchoate or contingent in nature, Cash Collateralization thereof (or delivery of a
standby letter of credit acceptable to the Administrative Agent or the applicable Lender in its
discretion, in the amount of required Cash Collateral); and (c) a release of any claims of the Loan
Parties against the Administrative Agent, the Lenders, the L/C Issuer and their respective
representatives arising on or before the payment date, other than claims arising out of the fraud,
gross negligence or willful misconduct of such parties. No Loans shall be deemed to have been paid
in full until all Commitments related to such Loans have expired or been terminated.
 Fund
 GAAP
 Governmental Authority nation or government, any federal, ,
municipal, foreign political subdivision thereof, any governmental department, authority commission, board, bureau, court, tribunal regulatory
body, court, administrative tribunal, central bank political subdivision, or officer of for any government or court, in
each case whether associated with the United States, a state, district or territory thereof, or a
foreign entity or
 Granting Lender Section 10.06(h)
 Guarantee property Property




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Guarantee
 Guarantors Domestic of Imation (i (other
than an Inactive Subsidiary) of either of the Borrowers (a ii b Section 6.12. 6.13.
 Guaranty Exhibit E
 Hazardous Materials
 Imation
 Inactive Subsidiary
 Increase Effective Date Section 2.13 2.14 (d)
 Indebtedness
 (a) (a)
 (b) (b)
 (c) (c)
 (d) (d) property Property ordinary course of
business Ordinary Course of Business




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(e) (e) property Property
 (f) (f)
 (g) (g)
 (h) (h)
  Indemnified Taxes
 Indemnitee Section 10.04(b)
 Initial Investment
 Insolvency Proceeding means any case or proceeding commenced by or against a Person under any
state, federal or foreign law for, or any agreement of such Person to, (a) the entry of an order
for relief under the Bankruptcy Code, or any other insolvency, debtor relief or debt adjustment
law; (b) the appointment of a receiver, trustee, liquidator, administrator, conservator or other
custodian for such Person or any part of its Property; or (c) an assignment or trust mortgage for
the benefit of creditors.
 Insurance Assignment means, collectively, each collateral assignment of insurance pursuant to
which a Loan Party assigns to the Administrative Agent, for the benefit of Secured Parties, such
Loan Partys rights under key-man life, business interruption or other insurance policies as
Administrative Agent deems appropriate in its Permitted Discretion, as security for the
Obligations.
 Intellectual Property means all intellectual and similar Property of a Person, including
inventions, designs, patents, copyrights, trademarks, service marks, trade names, trade secrets,
confidential or proprietary information, customer lists, know-how, software and databases; all
embodiments or fixations thereof and all related documentation, applications, registrations and
franchises; all licenses or other rights to use any of the foregoing; and all books and records
relating to the foregoing.




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Intellectual Property Claim means any written claim or assertion that a Borrowers or
Subsidiarys ownership, use, marketing, sale or distribution of any Inventory, Equipment,
Intellectual Property or other Property violates another Persons Intellectual Property and such
claim or assertion could reasonably be expected to have a Material Adverse Effect.
 Interest Payment Date provided however
 Interest Period provided
 (i) (a)
 (ii) (b)
 (iii) (c)
 Internal Control Event
 Inventory has the meaning set forth in the UCC, including all goods intended for sale, lease,
display or demonstration; all work in process; and all raw materials, and other materials and
supplies of any kind that are or could be used in connection with the manufacture, printing,
packing, shipping, advertising, sale, lease or furnishing of such goods, or otherwise used or
consumed in a Borrowers business (but excluding Equipment).
 Inventory Formula Amount means the lesser of (a) up to 65% of the Value of Eligible
Inventory; or (b) up to 85% of the NOLV Percentage of the Value of Eligible Inventory.
 Inventory Reserve means reserves established by the Administrative Agent in its Permitted
Discretion to reflect factors that may negatively impact the Value of Inventory, including change
in salability, obsolescence, seasonality, theft, shrinkage, imbalance, change in composition or
mix, markdowns and vendor chargebacks.




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Investment
 Investment Property Control Agreement shall mean an agreement in writing by and among the
Administrative Agent, any Loan Party (as the case may be) and any securities intermediary,
commodity intermediary or other person who has custody, control or possession of any Investment
Property of such Loan Party acknowledging that such securities intermediary, commodity intermediary
or other person has custody, control or possession of such Investment Property on behalf of the
Administrative Agent, that it will comply with entitlement orders originated by the Administrative
Agent with respect to such investment property, or other instructions of the Administrative Agent,
and has such other terms and conditions as the Administrative Agent may require.
 IP Rights Section 5.17
 IRS
 ISP
 Issuer Documents
 Joinder Agreement Exhibit G
 Laws means, collectively, all international, foreign, Federal, state and local
statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or
judicial precedents or authorities, including the interpretation or administration thereof by any
Governmental Authority charged with the enforcement, interpretation or administration thereof, and
all applicable administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authority, in each case whether or not having the
force of law.
 L/C Advance
 L/C Borrowing




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L/C Credit Extension
 L/C Documents means all documents, instruments and agreements delivered by the Borrowers or
any other Person to the L/C Issuer or the Administrative Agent in connection with issuance,
amendment or renewal of, or payment under, any Letter of Credit.
 L/C Issuer
 L/C Obligations plus Section 1.07
 L/C Rate i a Section 2.07(b) ii b
 Laws means, collectively, all international, foreign, Federal, state and local statutes,
treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial
precedents or authorities, including the interpretation or administration thereof by any
Governmental Authority charged with the enforcement, interpretation or administration thereof, and
all applicable administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authority, in each case whether or not having the
force of law.
 Lender
 Lending Office
 Letter of Credit
 Letter of Credit Application
 Letter of Credit Expiration Date




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Letter of Credit Sublimit
 License means any license or agreement under which a Loan Party is authorized to use
Intellectual Property in connection with any manufacture, marketing, distribution or disposition of
Collateral, any use of Property or any other conduct of its business.
 Licensor means any Person from whom a Loan Party obtains the right to use any Intellectual
Property.
 Lien (excluding any assignment
constituting a sale)
 Lien Waiver means an agreement, in form and substance satisfactory to the Administrative
Agent, by which (a) for any Collateral located on leased premises, the lessor waives or
subordinates any Lien it may have on the Collateral, and agrees to permit the Administrative Agent
to enter upon the premises and remove the Collateral or to use the premises to store or dispose of
the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker
or freight forwarder, such Person waives or subordinates any Lien it may have on the Collateral,
agrees to hold any Documents in its possession relating to the Collateral as agent for the
Administrative Agent, and agrees to deliver the Collateral to the Administrative Agent upon
request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges
the Administrative Agents Lien, waives or subordinates any Lien it may have on the Collateral, and
agrees to deliver the Collateral to the Administrative Agent upon request; and (d) for any
Collateral subject to a Licensors Intellectual Property rights, the Licensor grants to the
Administrative Agent the right, vis-à-vis such Licensor, to enforce the Administrative Agents
Liens with respect to the Collateral, including the right to dispose of it with the benefit of the
Intellectual Property, whether or not a default exists under any applicable License.
 Liquidity means the sum of (a) Availability plus (b) unrestricted cash and Cash Equivalents
currently held by the Borrowers or their respective Subsidiaries and made available to the
Borrowers; provided, however, that, subject to the second proviso below, for purposes of
determining whether the Borrowers have sufficient Liquidity for any purpose under this Agreement,
at least $40,000,000 of Liquidity must be derived from Availability and unrestricted cash and Cash
Equivalents held in the United States in one or more deposit accounts at Bank of America or another
U.S. financial institution acceptable to the Administrative Agent, subject to one or more Deposit
Account Control Agreements or Investment Property Control Agreements with the Administrative Agent
as the secured party thereto, each in form and substance satisfactory to the Administrative Agent
(collectively for all such accounts, the Domestic Controlled Cash); and provided, further, that
for purposes of determining whether the Borrowers have sufficient Liquidity to exit a




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Financial Covenant Trigger Period pursuant to clause (b) of the definition thereof, at least
$65,000,000 of Liquidity must be derived from Availability and Domestic Controlled Cash.
 Loan Section 2.01
 Loan Account means the loan account established by each Lender on its books pursuant to
Section 2.10(c).
 Loan Documents each Note the Other Agreements (if any) , including, without
limitation, each Borrowing Base Certificate and Compliance
Certificate,
 Loan Notice Section 2.02(a) Exhibit A
 Loan Parties
 Material Adverse Effect
 Material Collateral means Collateral with an aggregate value of $1,000,000 or more for any
single location of a Loan Party.
 Material Contracts means the agreements and contracts to which any Loan Party or any of its
Subsidiaries is party (a) that is deemed to be a material contract under any securities law
applicable to such Loan Party or its applicable Subsidiary, including the Securities Act of 1933;
(b) for which breach, termination, nonperformance or failure to renew could reasonably be expected
to have a Material Adverse Effect on the business, operations, properties, prospects or condition
(financial or otherwise) of any Loan Party or its applicable Subsidiary, taken as a whole; or (c)
that relates to Indebtedness for borrowed money in an aggregate amount of $2,000,000 or more.
 Material Environmental Liability means any Environmental Liability that could reasonably be
expected to result in costs or expenses of $2,000,000 or more.
 Maturity Date
  Memorex Acquisition means the acquisition of all
or substantially all of the assets
of Memorex International Inc. pursuant to the Memorex Acquisition Agreement, such
Acquisition to be
consummated on or before June 30, 2006.




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Memorex Acquisition Agreement
 Memorex Earnout Obligation
 Moodys means Moodys Investors Service, Inc., and its successors.
 Mortgage means each mortgage, deed of trust or deed to secure debt pursuant to which a Loan
Party grants to the Administrative Agent, for the benefit of Secured Parties, Liens upon the Real
Estate owned by such Loan Party, as security for the Obligations.
 Multiemployer Plan
 Net Proceeds means with respect to a Disposition, proceeds (including, when received, any
deferred or escrowed payments) received by a Loan Party in cash from such disposition, net of (a)
reasonable and customary costs and expenses actually incurred in connection therewith, including
legal fees and sales commissions; (b) amounts applied to repayment of Indebtedness secured by a
Permitted Lien senior to Administrative Agents Liens on Collateral sold; (c) transfer or similar
taxes; and (d) reserves for indemnities, until such reserves are no longer needed.
 NOLV Percentage means the net orderly liquidation value of Inventory, expressed as a
percentage, expected to be realized at an orderly, negotiated sale held within a reasonable period
of time, net of all liquidation expenses, as determined from the most recent appraisal of
Borrowers Inventory performed by an appraiser and on terms satisfactory to the Administrative
Agent.
 Non-Loan Party Subsidiary means each Subsidiary of a Borrower that is not a Loan Party.
 Non-Material Intellectual Property has the meaning set forth in the Security and Pledge
Agreement.
 Note Exhibit B
 Notice of Grant of Security Interests in Copyrights means each notice of grant of security
interests in copyrights pursuant to which a Loan Party provides notice to the United States
Copyright Office that such Loan Party has assigned to the Administrative Agent, for the benefit of
Secured Parties, such Loan Partys interests in its copyrights, as security for the
Obligations.
 Notice of Grant of Security Interests in Patents means each notice of grant of security
interests in patents pursuant to which a Loan Party provides notice to the United States




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Patent and Trademark Office that such Loan Party has assigned to the Administrative Agent, for
the benefit of Secured Parties, such Loan Partys interests in its patents, as security for the
Obligations.
 Notice of Grant of Security Interests in Trademarks means each notice of grant of
security interests in trademarks pursuant to which a Loan Party provides notice to the United
States Patent and Trademark Office that such Loan Party has assigned to the Administrative Agent,
for the benefit of Secured Parties, such Loan Partys interests in its trademarks, as security for
the Obligations.
 Obligations or , or Bank Product Debt and ( Extraordinary Expenses) and
 Ordinary Course of Business means the ordinary course of business of any Borrower or
Subsidiary, consistent with past practices and undertaken in good faith.
 Organization Documents
 Original Real Estate Base Amount has the meaning specified in the definition of Real Estate
Formula Amount.
 Other Agreement means each Note; L/C Document; Lien Waiver; Environmental Agreement; or other
instrument or agreement (other than this Agreement or a Collateral Document) now or hereafter
delivered by a Loan Party or other Person to the Administrative Agent or a Lender in connection
with any transactions relating hereto.
 Other Taxes
 Outstanding Amount i a




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ii b
 Overadvance has the meaning set forth in Section 2.01(b).
 Overadvance Loan means a Base Rate Loan made when an Overadvance exists or is caused by the
funding thereof.
 Participant Section 10.06(d)
 Payment Item means each check, draft or other item of payment payable to a Borrower,
including those constituting proceeds of any Collateral.
 PBGC
 Pension Plan
  Permitted Acquisitions means (i) Acquisitions by Imation or any of its wholly-owned
Domestic Subsidiaries of any Person (other than Memorex International Inc. and its Subsidiaries),
providedthat (a) Imation shall have notified the Administrative Agent and the Lenders of
any contemplated Acquisition at least 10 Business Days in advance of the consummation thereof, (b)
if the aggregate consideration paid or accrued (including cash, capital stock, indebtedness and
other) directly or indirectly by Imation or its Domestic Subsidiaries (Initial
Investment) exceeds $25,000,000 as to such transaction, such acquired Person shall not, after
giving effect to such transaction, constitute a Foreign Subsidiary or give rise to an Investment in
a Person organized under the laws of any country other than the U.S., unless such Person, if a
First-Tier Foreign Subsidiary, becomes a Pledged Foreign Subsidiary, or if such a Person is a
Foreign Subsidiary that is not a First-Tier Foreign Subsidiary, all First-Tier Foreign Subsidiaries
owning directly or indirectly any interest in such Person become Pledged Foreign Subsidiaries, and
(c) in the event that the Acquisition shall be of capital stock, and the acquired Person shall
remain a Domestic Subsidiary, Imation shall cause such Subsidiary to deliver to the Administrative
Agent the documents and materials described inSection 6.12, (ii) the Memorex Acquisition ,
and (iii) the TDK Acquisition, provided any Person that is or becomes a Domestic Subsidiary
acquired thereby delivers to the Administrative Agent the documents and materials described in
Section 6.12.
 Permitted Acquisitions means the purchase or other acquisition of Property and assets or
businesses of any Person or of assets constituting a business unit, a line of business or




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division of such Person, or equity interests in a Person that, upon the consummation thereof,
will be a Subsidiary of Imation (including as a result of a merger or consolidation); provided
that, with respect to each such purchase or other acquisition:
 (a) immediately before and immediately after giving pro forma effect to any
such purchase or other acquisition, no Default shall have occurred and be continuing;
 (b) a majority of all Property, assets and businesses acquired in such
purchase or other acquisition, if such acquisition is of a Person organized under the Laws
of any political subdivision of the United States or the assets are located in the United
States and acquired by a Loan Party, shall constitute Collateral and each applicable Loan
Party and any such newly created or acquired Domestic Subsidiary shall be a Guarantor and
shall have complied with the requirements of Section 6.13, within the times specified
therein;
 (c)the acquired Property, assets, business or Person is in the same or
substantially the same line of business as Imation and its Subsidiaries, taken as a whole
(or a business that is reasonably related or ancillary thereto);
 (d)the board of directors (or similar governing body) of the Person to be
so purchased or acquired shall not have indicated publicly its opposition to the
consummation of such purchase or acquisition (which opposition has not been publicly
withdrawn);
 (e)the total cash and noncash consideration paid by or on behalf of any
Loan Party for any such acquisition, when aggregated with the total cash and noncash
consideration paid by or on behalf of the Loan Parties for all other Permitted Acquisitions
during such fiscal year (including all transaction costs, and all Indebtedness (including
earn-out payments and similar obligations) incurred or assumed in connection with such
acquisition and all such other Permitted Acquisitions or otherwise reflected in the balance
sheet of Imation and its Subsidiaries on a consolidated basis) shall not exceed (i)
$2,000,000 so long as none of clauses (ii), (iii) or (iv) below are applicable, (ii)
$5,000,000 so long as, in the case of this clause (ii), pro forma Availability for each day
of the 30-day period immediately preceding such acquisition, and on the date of such
acquisition after giving effect thereto, is at least $30,000,000, (iii) an amount equal to
fifty percent (50%) of the lowest daily pro forma Availability for the 30-day period
immediately preceding such acquisition so long as, in the case of this clause (iii), (A) the
pro forma Consolidated Fixed Charge Coverage Ratio for the most recent Fiscal Quarter ended
immediately prior to such acquisition shall, after giving effect to such acquisition, be at
least 1.20 to 1.00, (B) pro forma Availability for each day of the 30-day period immediately
preceding such acquisition, and on the date of such acquisition after giving effect thereto,
is at least $30,000,000 and (C) clause (iv) below is not applicable, and (iv) an unlimited
amount so long as, in the case of this clause (iv), pro forma Liquidity for each day of the
30-day period immediately




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preceding such acquisition, and on the date of such acquisition after giving effect
thereto, is at least $100,000,000;
 (f) if the Inventory and Accounts acquired in connection with such
acquisition are proposed to be included in the determination of any Borrowing Base and the
Administrative Agent elects in its Permitted Discretion, the Administrative Agent shall have
conducted an audit and field examination with respect to such Accounts and an appraisal with
respect to such Inventory, in each case, to its satisfaction; and
 (g) as soon as available, but not less than fifteen (15) Business Days
prior to the closing of such acquisition, the Loan Parties shall submit to the
Administrative Agent notice of such acquisition and a certificate of the Chief Financial
Officer or other financial officer of the Borrower Agent, in form and substance reasonably
satisfactory to the Administrative Agent, (i) attaching copies of all business and financial
information reasonably requested by the Administrative Agent, (ii) certifying that all of
the requirements set forth in this definition, as applicable, have been satisfied or will be
satisfied on or prior to the consummation of such purchase or other acquisition and (iii) if
applicable (A) attaching pro forma financial statements demonstrating compliance with clause
(e)(ii) of this definition, (B) certifying that such pro forma financial statements present
fairly in all material respects the financial condition of Imation and its Subsidiaries on a
consolidated basis as of the date thereof after giving effect to such acquisition and
setting forth reasonably detailed calculations demonstrating compliance with the minimum
Consolidated Fixed Charge Coverage Ratio set forth in clause (e)(ii)(A) of this definition,
and (C) setting forth reasonably detailed calculations demonstrating compliance with the
Liquidity requirement set forth in clause (e)(ii)(B) of this definition.
 Permitted Discretion means a determination made in good faith and in the exercise of
commercially reasonably business judgment.
 Permitted Liens has the meaning specified in Section 7.01.
 Person
 Plan
 Platform Section 6.02
 Pledged Foreign Subsidiary First-Tier that is a
wholly-owned Subsidiary, is not an Inactive Subsidiary and i a ii b the Borrower and its Domestic Subsidiaries a Loan Party




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Pro Forma Basis the Consolidated
Leverage Ratio, and w a Divestiture x b y c z d
 (i) (i)
 (ii) (ii)
 (iii) (iii)




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Pro Rata Share provided Section 8.02 Schedule 2.01
 Property means any interest in any kind of property or asset, whether real, personal or
mixed, or tangible or intangible.
 Protective Advances has the meaning specified in Section 2.01(c).
 Real Estate means all right, title and interest (whether as owner, lessor or lessee) in any
real Property or any buildings, structures, parking areas or other improvements thereon.
 Real Estate Appraisal shall mean that certain Appraisal of Real Property dated as of April
21, 2009 and prepared by Cushman & Wakefield of Minnesota, Inc., Valuation Services, Capital
Markets Group, for the real property located at 1 Imation Place, Oakdale, Minnesota.
 Real Estate Formula Amount means the lesser of (a) 60% of the fair market value of the
Eligible Real Estate Assets determined pursuant to the Real Estate Appraisal (the Original Real
Estate Base Amount), provided, however, that the Original Real Estate Base Amount shall be
automatically reduced at the beginning of each month, commencing June 1, 2009, by an amount equal
to 1/84thof the Original Real Estate Base Amount (such amount as so reduced being
referred to in this Agreement as the Current Real Estate Amount) and (b) $40,000,000.
 Real Estate Value Reserve means reserves established by the Administrative Agent in its
Permitted Discretion to reflect that sixty percent (60%) of the fair market value of the Eligible
Real Estate Assets as set forth in the most recent acceptable appraisal received by the
Administrative Agent with respect thereto has declined by more than the monthly amortization of the
Original Real Estate Base Amount.
 Register Section 10.06(c)
 Related Parties




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Related Real Estate Documents means with respect to any Real Estate subject to a Mortgage,
the following, in form and substance satisfactory to the Administrative Agent: (a) a mortgagee
title policy (or binder therefor) covering the Administrative Agents interest under the Mortgage,
in a form and amount and by an insurer acceptable to the Administrative Agent, which must be fully
paid on such effective date; (b) such assignments of leases, estoppel letters, attornment
agreements, consents, waivers and releases as the Administrative Agent may require with respect to
other Persons having an interest in the Real Estate; (c) a current, as-built survey of the Real
Estate containing a property description certified by a licensed surveyor, acceptable to the
Administrative Agent; (d) a flood plain certification and flood insurance in an amount, with
endorsements and by an insurer acceptable to the Administrative Agent, if the Real Estate is within
a flood plain; (e) a current appraisal of the Real Estate, prepared by an appraiser acceptable to
the Administrative Agent, and in form and substance satisfactory to the Administrative Agent; (f)
an environmental assessment, prepared by environmental engineers acceptable to the Administrative
Agent, and accompanied by such reports, certificates, studies or data as the Administrative Agent
may reasonably require, which shall all be in form and substance satisfactory to the Administrative
Agent; and (g) an Environmental Agreement and such other documents, instruments or agreements as
the Administrative Agent may reasonably require with respect to any environmental risks regarding
the Real Estate.
 Rent and Charges Reserve means a reserve equal to the aggregate of (a) all past due rent and
other amounts owing by a Loan Party to any landlord, warehouseman, processor, repairman, mechanic,
shipper, freight forwarder, broker or other Person who possesses any Collateral or could by
contract or applicable Law assert a Lien on any Collateral; and (b) the aggregate of at least three
months rent and other charges that could be payable to any such Person, unless it has executed a
Lien Waiver.
 Reportable Event
 Request for Credit Extension
 Required Consignee Documentation means, with respect to any consignee, (a) a fully-executed
copy of the current consignment agreement between the applicable Loan Party and such consignee, (b)
a fully-executed consignment UCC filing authorization agreement in form and substance satisfactory
to the Administrative Agent by and between the applicable Loan Party and such consignee, (c)
satisfactory evidence that a UCC-1 financing statement naming such consignee as debtor, the
applicable Loan Party as secured party, and the Inventory subject to the respective consignment as
the collateral, and in all respects satisfactory to the Administrative Agent in its discretion, has
been filed in the proper filing office, (d) evidence that a UCC-3 financing statement amendment has
been filed with respect to the financing statement described in clause (c) above, assigning the
rights of the applicable Loan Party, as secured party, to the Administrative Agent, (e) notice of
the applicable Loan Partys interest, and the Administrative Agents security interest, in the
consigned Inventory shall have been delivered to each Person with a perfected Lien in the




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Inventory of such consignee and (f) all other documents, instruments, certificates and
agreements as the Administrative Agent may reasonably require with regard to such consignee.
 Required Lenders Section 8.02 provided
 Responsible Officer president, vice president,
 Restricted Payment property Property property Property
 Restrictive Agreement means an agreement (other than a Loan Document) that conditions or
restricts the right of any Borrower, Subsidiary or other Loan Party to incur or repay borrowed
money, to grant Liens on any assets, to declare or make distributions, to modify, extend or renew
any agreement evidencing borrowed money, or to repay any intercompany Indebtedness.
 Royalties means all royalties, fees, expense reimbursement and other amounts payable by a
Borrower under a License.
 S&P means Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc.,
and its successors.
 Sarbanes-Oxley
 SEC
 Secured Parties means the Administrative Agent, the L/C Issuer, the Lenders and the providers
of Bank Products.




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Securities Laws
 Security and Pledge Agreement means the Security and Pledge Agreement executed by the Loan
Parties in favor of the Administrative Agent and the Lenders, substantially in the form of Exhibit
H.
 Significant Inventory Locations has the meaning set forth in Section 6.14.
 Solvent
 (i) (a)
 (ii) (b)
 (iii) (c)
 (iv) (d)
  SPC Section 10.06(h)
 Subject Period period of four
consecutive trailing twelve quarters month period
 Subsidiary Imation a Borrower




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Super-Majority Lenders means, as of any date of determination, Lenders having more than 66
2/3% of the Aggregate Commitments or, if the commitment of each Lender to
make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated
pursuant to Section 8.02, Lenders holding in the aggregate more than 662/3%
of the Total Outstandings (with the aggregate amount of each Lenders risk participation and funded
participation in L/C Obligations being deemed held by such Lender for purposes of this
definition); provided that the Commitment of, and the portion of the Total Outstandings held or
deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of
Super-Majority Lenders.
 Swap Contract Master Agreement
 Swap Termination Value
 Synthetic Lease Obligation property Property
 Taxes
 TDK Acquisition means the acquisition by Imation of all or substantially all of the
assets (including stock of relevant Subsidiaries) relating to the recording media business of TDK
Marketing Corporation and its Affiliates, provided (i) the aggregate consideration




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paid or incurred (including cash, capital stock, indebtedness and other) directly or indirectly by
Imation or its Subsidiaries does not exceed $340,000,000 (net of cash acquired), and (ii) such
transaction is consummated no later than November 30, 2007.
 Third Amendment to Credit Agreement means that certain Third Amendment to Credit Agreement
dated as of the Third Amendment Closing Date by and among the Administrative Agent, the Lenders
party thereto and the Borrowers.
 Third Amendment Closing Date means June 3, 2009.
 Threshold Amount 50,000,000. 25,000,000.
 Total Outstandings
 Trademark Security Agreement means each trademark security agreement pursuant to which a Loan
Party grants to the Administrative Agent, for the benefit of Secured Parties, a Lien on such Loan
Partys interests in trademarks, as security for the Obligations.
 Type
 UCC of any applicable as in effect in the State of
New York or, when the laws of any other jurisdiction govern the perfection or enforcement of any
Lien, the Uniform Commercial Code of such
 UFCA Section 10.21
 UFTA Section 10.21
 Unfunded Pension Liability
 United States U.S.
 Unreimbursed Amount Section 2.03(c)(i) .
 Value means (a) for Inventory, its value determined on the basis of the lower of cost or
market, calculated on a first-in, first-out basis, and excluding any portion of cost attributable
to intercompany profit among the Borrowers and their Affiliates; and (b) for an Account, its face
amount, net of any returns, rebates, discounts (calculated on the shortest terms), credits,
allowances or Taxes (including sales, excise or other taxes) that have been or could be claimed by
the Account Debtor or any other Person
 Voting Stock




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1.02 Other Interpretive Provisions.
 include includes including will shall herein hereof hereunder asset property Property
 from from and including to until to but excluding through to and
including
 (c) All calculations of Value, fundings of Loans, issuances of Letters of Credit
and payments of Obligations shall be in Dollars and, unless the context otherwise requires, all
determinations (including calculations of Borrowing Base and financial covenants) made from time to
time under the Loan Documents shall be made in light of the circumstances existing at such time.
Borrowing Base calculations shall be consistent with historical methods of valuation and
calculation, and otherwise satisfactory to the Administrative Agent in its Permitted Discretion
(and not necessarily calculated in accordance with GAAP).
 (d) (c)




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1.03 Accounting Terms.
 and using the same
inventory valuation method as used in such financial statements except
 provided that
 1.04 Rounding.
 1.05 References to Agreements and Laws.
 1.06 Times of Day.
 1.07 Letter of Credit Amounts. provided however




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1.08 Uniform Commercial Code. As used herein, the following terms are defined in
accordance with the UCC in effect in the State of New York from time to time: Chattel Paper,
Commercial Tort Claim, Deposit Account, Document, Equipment, General Intangibles,
Goods, Instrument, Investment Property, Letter-of-Credit Right and Supporting
Obligation.
 ARTICLE II. ARTICLE II.
THE COMMITMENTS AND CREDIT EXTENSIONS
 2.01 Loans; Advances.
 (a) 2.01 Loans Loan provided however lesser of (A) the and (B) the Borrowing Base In no
event shall Lenders have any obligation to honor a request for a Loan if the unpaid balance of
Loans and L/C Obligations outstanding at such time (including the requested Loan) would exceed
Availability. Section 2.01 Section 2.04 Section 2.01
 (b) Overadvances. If the Total Outstandings exceed the Borrowing Base (an
Overadvance) or if the Total Outstandings exceed the Aggregate Commitments at any time, in each
case the excess amount shall be payable by the Borrowers on demand to the Administrative Agent, but
the excess amount of the Total Outstandings shall nevertheless constitute Obligations secured by
the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been
revoked in writing by Required Lenders, the Administrative Agent may require the Lenders to honor
requests for Overadvance Loans and to forbear from requiring the Borrowers to cure an Overadvance,
(i) when no other Event of Default is known to the Administrative Agent, as long as (A) the
Overadvance does not continue for more than 30 consecutive days (and no Overadvance may exist for
at least five consecutive days thereafter before further Overadvance Loans are required), and (B)
the Overadvance is not known by the Administrative Agent to exceed 10% of the Borrowing Base; and
(ii) regardless of whether an Event of Default exists, if the Administrative Agent discovers an
Overadvance not previously known by it to exist, as long as from the date of such discovery the
Overadvance (A) is not increased by more than $5,000,000, and (B) does not continue for more than
30 consecutive days. Notwithstanding the foregoing, in no event shall Overadvance Loans be
requested that would cause the




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Total Outstandings to exceed the Aggregate Commitments. Any funding of an Overadvance Loan or
sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or the
Lenders of the Event of Default caused thereby. In no event shall any Borrower or other Loan Party
be deemed a beneficiary of this Section nor authorized to enforce any of its terms.
 (c) Protective Advances. The Administrative Agent shall be authorized, in its
discretion, at any time that any conditions in Section 4.02 are not satisfied, to make Base Rate
Loans (Protective Advances) (i) up to an aggregate amount of $10,000,000 outstanding at any time,
if the Administrative Agent deems such Loans necessary or desirable to preserve or protect
Collateral, or to enhance the collectibility or repayment of Obligations; or (ii) to pay any other
amounts chargeable to the Loan Parties under any Loan Documents, including costs, fees and
expenses. Each Lender shall participate in each Protective Advance in accordance with its Pro Rata
Share; provided, that, to the extent that any Lender has not participated in any Protective
Advance, the Administrative Agent shall be entitled to reimbursement of such outstanding amounts as
an expense item. Notwithstanding the foregoing, in no event shall the Administrative Agent be
authorized to make any Protective Advance if, after giving effect to each Lenders participation in
such Protective Advance, the Total Outstandings will exceed the Aggregate Commitments. The
Required Lenders may at any time revoke the Administrative Agents authority to make further
Protective Advances by written notice to the Administrative Agent. Absent such revocation, the
Administrative Agents determination that funding of a Protective Advance is appropriate shall be
conclusive.
 2.02 2.02Borrowings, Conversions and Continuations of Loans.
 Agent Agent Section
2.02(a) Agent Section 2.03(c) Agent




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Agent Section 4.02 Section 4.01 Borrower Borrowers Borrower Borrowers Agent Agent Borrower Borrowers
  Agent
  (f) Unless payment is otherwise timely made by Borrowers, the becoming due of any
Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses,
L/C Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for Base
Rate Loans on the due date, in the amount of such




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Obligations. The proceeds of such Loans shall be disbursed as direct payment of the relevant
Obligation. In addition, during any Cash Dominion Trigger Period, Administrative Agent may, at its
option, charge such Obligations against any operating, investment or other account of a Borrower
maintained with Administrative Agent or any of its Affiliates.
 (g) If Borrowers establish a controlled disbursement account with Administrative
Agent or any Affiliate of Administrative Agent, then the presentation for payment of any check or
other item of payment drawn on such account at a time when there are insufficient funds to cover it
shall be deemed to be a request for Base Rate Loans on the date of such presentation, in the amount
of the check and items presented for payment. The proceeds of such Loans may be disbursed directly
to the controlled disbursement account or other appropriate account.
 2.03 2.03 Letters of Credit.
 The Letter of Credit Commitment
 Section 2.03 provided , after giving effect thereto the the lesser
of (1) the Borrowing Base and (2) plus Third
Amendment
  Section 2.03(b)(iii)




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;
 (F) the purpose is not consistent with Section 6.11 or the form of
the proposed Letter of Credit is not satisfactory to Administrative Agent and L/C
Issuer in their respective discretion
 (G) (F) Section
2.03(c)




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Article
IX Article IX
 Procedures for Issuance and Amendment of Letters of Credit; Auto-Renewal Letters of
Credit
 Borrowers Borrower Agent
 Borrowers Borrower Agent Article IV




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##### 



times
 If the Borrowers so request in any applicable Letter of Credit Application, the
L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that
has automatic renewal provisions (each, an Auto-Renewal Letter of Credit);
providedthat any such Auto-Renewal Letter of Credit must permit the L/C Issuer to
prevent any such renewal at least once in each twelve-month period (commencing with the date
of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not
later than a day (the Nonrenewal Notice Date) in each such twelve-month period to
be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by
the L/C Issuer, the Borrowers shall not be required to make a specific request to the L/C
Issuer for any such renewal. Once an Auto-Renewal Letter of Credit has been issued,
the The such any Existing Letter of Credit that has automatic
renewal provisions (each, an Auto-Renewal Letter of Credit ) provided however Section 2.03(a)(ii) Nonrenewal Notice Date non-renewal notice date set forth in such Auto-Renewal
Letter of Credit or, if not designated, the annual anniversary of the issuance thereof,
that Section 4.02
 Borrowers Borrower Agent
 Drawings and Reimbursements; Funding of Participations
 Borrowers Borrower
Agent Honor
Date




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##### 



Unreimbursed Amount Section 2.02(a) Section 4.02 Section 2.03(c)(i) provided
 Section 2.03(c)(i) Section 2.03(c)(iii)
 Section 4.02 Section 2.03(c)(ii) Section 2.03
 Section
2.03(c)
 Section 2.03(c) provided however Section




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##### 



2.03(c) Section 4.02
 Section 2.03(c) Section
2.03(c)(ii)
 Repayment of Participations
 Section 2.03(c)
 Section 2.03(c)(i) Section 10.06
 Obligations Absolute




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##### 



Borrowers Borrower Agent
 Role of L/C Issuer provided however




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##### 



Section
2.03(e) provided however
 Cash Collateral or (iii (iii)
if Availability is less than zero after giving effect to the prepayment of outstanding Loans
pursuant to Section 2.04(b), or (iv Section 8.02(c) Sections 2.04 8.02(c) For purposes of thisSection 2.03,Section 2.04and
Section 8.02(c), Cash Collateralize means to pledge and deposit with or deliver
to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as collateral for
the L/C Obligations, cash or deposit account balances pursuant to documentation in form and
substance satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby
consented to by the Lenders). Derivatives of such term have corresponding meanings. deposit accounts Deposit Accounts deposit accounts Deposit Accounts
 Applicability of ISP and UCP




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##### 



Letter of Credit Fees , , times quarterly monthly (i) March, June, September and
December calendar month first such date to occur after the issuance of
such Letter of Credit, Third Amendment Closing Date, (ii) (iii) quarter month quarter month
 Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer times quarterly monthly (i) March, June, September and December calendar month such date to occur calendar month ending (ii) (iii)
 Conflict with Letter of Credit Application
 2.04 2.04 Prepayments.
 by the Borrower Agent provided Borrowers Borrower Agent




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Section
3.05
 for any reason the Total Outstandings at any time exceed the Aggregate Commitments then
in effect, the Borrowers shall immediately prepay any Disposition includes the disposition of
Borrowing Base Collateral, then the Net Proceeds of such Borrowing Base Collateral shall be applied
to the Loans. Notwithstanding anything herein to the contrary, if an Overadvance exists, Borrowers
shall, on the sooner of Administrative Agents demand or the first Business Day after any Borrower
has knowledge thereof repay the outstanding the outstanding , aggregate amount equal to such
excess amount such that after giving effect to such repayment of Loans or Cash Collateralization
of L/C Obligations, Total Outstandings do not exceed the lesser of (A) the Borrowing Base and (B)
the Aggregate Commitments provided however outstanding pursuant to thisSection
2.04(b) , , continue to lesser of the Borrowing Base and the then in effect
 2.05 2.05Termination or Reduction of Commitments. by the Borrower Agent provided Borrowers Borrower Agent
 2.06 2.06Repayment of Loans.
 2.07 2.07Interest.
 plus plus




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2.08 2.08Fees. Section 2.03
 Facility Fee facility fee Facility Fee times facility fee Facility Fee Article IV quarterly monthly March, June, September and December month facility fee Facility Fee quarterly monthly quarter month quarter month
 Other Fees
   2.09 2.09Computation of Interest and Fees.




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##### 



provided Section 2.11(a)
 2.10 2.10 Evidence of Debt.
 Agent Record; Notes.
 Lender Records.
 (c) Loan Account. The Administrative Agent shall maintain in accordance with its
usual and customary practices an account or accounts (Loan Account) evidencing the Indebtedness
of the Borrowers resulting from each Loan or issuance of a Letter of Credit from time to time. Any
failure of the Administrative Agent to record anything in the Loan Account, or any error in doing
so, shall not limit or otherwise affect the obligation of Borrowers to pay any amount owing
hereunder. The Administrative Agent may maintain a single Loan Account in the name of Imation, and
each Borrower confirms that such arrangement shall have no effect on the joint and several
character of its liability for the Obligations.
 (d) Entries Binding. Entries made in the Loan Account shall constitute
presumptive evidence of the information contained therein. If any information contained in the
Loan Account is provided to or inspected by any Person, then such information shall




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be conclusive and binding on such Person for all purposes absent manifest error, except to
the extent such Person notifies the Administrative Agent in writing within 30 days after receipt or
inspection that specific information is subject to dispute.
 2.11 2.11Payments Generally.
 (a) Payments.
 (i) (a)
 (ii) The ledger balance in the main Dominion Account as of the end of a
Business Day shall be applied to the Obligations at the beginning of the next Business Day,
during any Cash Dominion Trigger Period. If, as a result of such application, a credit
balance exists, the balance shall not accrue interest in favor of Borrowers and shall be
made available to Borrowers as long as no Default exists. At any time Section 8.03 applies,
each Borrower irrevocably waives the right to direct the application of any payments or
Collateral proceeds, and agrees that the Administrative Agent shall have the continuing,
exclusive right to apply and reapply same against the Obligations then due and owing, in
accordance with the terms of this Agreement.
 (iii) To facilitate administration of the Loans, the Lenders and the
Administrative Agent agree (which agreement is solely among them, and not for the benefit of
or enforceable by any Borrower) that settlement among them with respect to Loans may take
place on a date determined from time to time by the Administrative Agent, which shall occur
at least once each week. On each settlement date, settlement shall be made with each Lender
in accordance with the settlement report delivered by the Administrative Agent to the
Lenders. Each Lenders obligation to make settlements with the Administrative Agent is
absolute and unconditional, without offset, counterclaim or other defense, and whether or
not the Commitments have terminated, an Overadvance exists or the conditions in Section 4.02
are satisfied.
 (iv) The Administrative Agent may (but shall not be required to), in its
discretion, retain any payments or other funds received by the Administrative Agent that are
to be provided to a Defaulting Lender hereunder, and may apply such funds to such Lenders
defaulted obligations or readvance the funds to Borrowers in




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accordance with this Agreement. The failure of any Lender to fund a Loan, to make
any payment in respect of L/C Obligations or to otherwise perform its obligations hereunder
shall not relieve any other Lender of its obligations, and no Lender shall be responsible
for default by another Lender. The Lenders and the Administrative Agent agree (which
agreement is solely among them, and not for the benefit of or enforceable by any Borrower)
that, solely for purposes of determining a Defaulting Lenders right to vote on matters
relating to the Loan Documents and to share in payments, fees and Collateral proceeds
thereunder, a Defaulting Lender shall not be deemed to be a Lender until all its defaulted
obligations have been cured.
 (v) The Loans, L/C Obligations and other Obligations shall constitute one
general obligation of Borrowers and (unless otherwise expressly provided in any Loan
Document) shall be secured by the Administrative Agents Lien upon all Collateral; provided,
however, that the Administrative Agent and each Lender shall be deemed to be a creditor of,
and the holder of a separate claim against, each Borrower to the extent of any Obligations
jointly or severally owed by such Borrower.
 Payment after Business Day.
 Failure to Make Payment. Borrowers Borrower Agent
  Compensation Period




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##### 



Return of Funds. Article
II Article IV
 Obligations of Lenders.
 Manner of Obtaining Loans.
 2.12 2.12 Sharing of Payments. provided however Section 10.05




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##### 



Section 10.08
 2.13 Marshaling; Payments Set Aside. None of the Administrative Agent or Lenders
shall be under any obligation to marshal any assets in favor of any Loan Party or against any
Obligations. If any payment by or on behalf of Borrowers is made to the Administrative Agent, L/C
Issuer or any Lender, or the Administrative Agent, L/C Issuer or any Lender exercises a right of
setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently
invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant
to any settlement entered into by the Administrative Agent, L/C Issuer or such Lender in its
discretion) to be repaid to a trustee, receiver or any other Person, then to the extent of such
recovery, the Obligation originally intended to be satisfied, and all Liens, rights and remedies
relating thereto, shall be revived and continued in full force and effect as if such payment had
not been made or such setoff had not occurred.
 2.14 2.13Increase in Commitments.
 Request for Increase 100,000,000 50,000,000 provided Borrowers Borrower Agent
 Lender Elections to Increase
 Notification by Administrative Agent; Additional Lenders Borrowers Borrower Agent




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Effective Date and Allocations Borrowers Borrower Agent Increase Effective Date Borrowers Borrower
Agent
 Conditions to Effectiveness of Increase Borrowers Borrower Agent Article V Section
2.13, 2.14, Section 5.05 Section 6.01 Section 3.05
 Conflicting Provisions Sections 2.12 10.01
 2.15 Effect of Termination; Survival. On the effective date of any termination of
the entire Commitments, all Obligations (other than Bank Product Debt) shall be immediately due and
payable, and any Lender may terminate its and its Affiliates Bank Products if expressly permitted
to do so in the agreements relating to such Bank Products. All undertakings of the Borrowers
contained in the Loan Documents shall survive any termination, and the Administrative Agent shall
retain its Liens in the Collateral and all of its rights and remedies under the Loan Documents
until Full Payment of the Obligations. Notwithstanding Full Payment of the Obligations, the
Administrative Agent shall not be required to terminate its Liens in any Collateral unless, with
respect to any damages the Administrative Agent may incur as a result of the dishonor or return of
Payment Items applied to Obligations, the Administrative Agent receives (a) a written agreement,
executed by the Borrowers and any Person whose advances are used in whole or in part to satisfy the
Obligations, indemnifying the Administrative Agent and the Lenders from any such damages; or (b)
such Cash Collateral as the Administrative Agent, in its discretion, deems necessary to protect
against any such damages. Sections 2.03, 2.14, 3.01, 3.03, 3.04, 3.05




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##### 



and 10.04, this Section, Articles III and IX, and the obligation of each Loan Party and
Lender with respect to each indemnity given by it in any Loan Document, shall, in each case,
survive termination of the Aggregate Commitments, Full Payment of the Obligations and any release
relating to this credit facility.
 ARTICLE III. ARTICLE III.
TAXES, YIELD PROTECTION AND ILLEGALITY
 3.01 3.01Taxes.
 Payments Free of Taxes provided law Law law Law
 Payment of Other Taxes by the Borrowers law Law
 Indemnification by the Borrowers
 Evidence of Payments Borrowers Borrower
Agent
 Status
of Lenders




---



##### 



law Law law Law law Law
     law Law law Law
 Treatment of Certain Refunds




---



##### 



provided
 3.02 3.02 Illegality.
 3.03 3.03 Inability to Determine Rates.
 3.04 3.04 Increased Costs.




---



##### 



Increased Costs Generally
  Section 3.01
   Capital Requirements
 Certificates for Reimbursement




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Delay in Requests provided
 3.05 3.05 Compensation for Losses.
  Borrowers Borrower Agent
 Borrowers Borrower
Agent Section 10.14
  Section
3.05
 3.06 3.06 Mitigation Obligations; Replacement of Lenders.
 Designation of a Different Lending Office Section 3.04 Section
3.01




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##### 



Section 3.02 Section 3.01 3.04 Section 3.02
 Replacement of Lenders Section
3.04 Section 3.01 Section 10.14
 3.07 Survival. All of the Borrowers obligations under thisArticle
IIIshall survive termination of the Aggregate Commitments and repayment of all other
Obligations hereunder.
 ARTICLE IV. ARTICLE IV.
CONDITIONS PRECEDENTTO CREDIT EXTENSIONS
 4.01 4.01 Conditions of Initial Credit Extension.
The to Closing. This Agreement shall become effective upon, and the its the Extension hereunder Extensions on the Third Amendment Closing Date , the following ÷ in the Third Amendment to Credit Agreement.
 (a) The Administrative Agents receipt of the following, each of which shall
be originals or facsimiles (followed promptly by originals) unless otherwise specified, each
properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date
(or, in the case of certificates of governmental officials, a recent date before the Closing Date)
and each in form and substance satisfactory to the Administrative Agent and its legal
counsel:
 (i)
executed counterparts of this Agreement and the Guaranty,
sufficient in number for distribution to the Administrative Agent, each Lender and the
Borrowers;
 (ii)
a Note executed by the Borrowers in favor of each Lender
requesting a Note;
 (iii) written advice relating to such Lien searches as the
Administrative Agent shall have requested, and such termination statements or other
documents as may be necessary to confirm that the personal property of the Borrowers is
subject to no other Liens in favor of any Persons (other than Liens permitted under
Section 7.01);




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(iv) such certificates of resolutions or other action, incumbency
certificates and/or other certificates of Responsible Officers of each Loan Party as the
Administrative Agent may require evidencing the identity, authority and capacity of each
Responsible Officer thereof authorized to act as a Responsible Officer in connection with
this Agreement and the other Loan Documents to which such Loan Party is a party;
 (v) such documents and certifications as the Administrative Agent may
reasonably require to evidence that each Loan Party is duly organized or formed, and that
each Loan Party is validly existing, in good standing and qualified to engage in business in
each jurisdiction where its ownership, lease or operation of properties or the conduct of
its business requires such qualification, except to the extent that failure to do so could
not reasonably be expected to have a Material Adverse Effect;
 (vi) an opinion of general counsel of the Borrowers, and an opinion of
Dorsey & Whitney LLP, special counsel to the Borrowers, each addressed to the Administrative
Agent and each Lender, as to the matters set forth inExhibit Fand such other
matters concerning the Loan Parties and the Loan Documents as the Required Lenders may
reasonably request;
 (vii) a certificate of a Responsible Officer of each Loan Party either
(A) attaching copies of all consents, licenses and approvals required in connection with the
execution, delivery and performance by such Loan Party and the validity against such Loan
Party of the Loan Documents to which it is a party, and such consents, licenses and
approvals shall be in full force and effect, or (B) stating that no such consents, licenses
or approvals are so required;
 (viii) a certificate signed by a Responsible Officer of the Borrowers
certifying (A) that the conditions specified inSections 4.02(a)and(b)have been satisfied, (B) that there has been no event or circumstance since the date of the
Audited Financial Statements that has had or could be reasonably expected to have, either
individually or in the aggregate, a Material Adverse Effect; and (C) a calculation of the
Consolidated Leverage Ratio and Consolidated Fixed Charge Coverage Ratio as of the last day
of the fiscal quarter of Imation most recently ended prior to the Closing Date;
 (ix) evidence that all insurance required to be maintained pursuant to
the Loan Documents has been obtained and is in effect;
 (x) evidence that the Existing Credit Agreement has been or
concurrently with the Closing Date is being terminated, with all amounts owing or
outstanding thereunder repaid, and all Liens securing obligations under the Existing Credit
Agreement have been or concurrently with the Closing Date are being released; and




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(xi) such other assurances, certificates, documents, consents or
opinions as the Administrative Agent, the L/C Issuer or the Required Lenders reasonably may
require.
 (b) Any fees required to be paid on or before the Closing Date shall have been
paid.
 (c) Unless waived by the Administrative Agent, the Borrowers shall have paid
all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing
Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of
Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such
estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the
Administrative Agent).
 (d) The Closing Date shall have occurred on or about March 31, 2006.
 Without limiting the generality of the provisions ofSection 9.04, for purposes
of determining compliance with the conditions specified in thisSection 4.01, each Lender
that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be
satisfied with, each document or other matter required thereunder to be consented to or approved by
or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
 4.02 4.02 Conditions to all Credit Extensions.
 Article V in all
material respects ; provided, however, that any
representation or warranty that is qualified as to materiality, Material Adverse Effect or
similar language shall be true and correct (after giving effect to any qualification therein) in
all respects Section 4.02 Section 5.05 Section 6.01
  (c) All conditions precedent in any other Loan Document shall be
satisfied.
 (d) (c)




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##### 



Borrowers Borrower Agent Sections 4.02(a) (b)
 ARTICLE V. ARTICLE V.
REPRESENTATIONS AND WARRANTIES
  5.01 5.01 Existence, Qualification and Power; Compliance with
Laws.
 5.02 5.02 Authorization; No Contravention. property Property
 5.03 5.03 Governmental Authorization; Other Consents.
 5.04 5.04 Binding Effect.
 5.05 5.05 Financial Statements; No Material Adverse Effect;
Solvency.




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September 30, 2005, March 31, 2009, Schedule 5.05 material (and to the extent not set forth in such financial statements)
   5.06 5.06 Litigation. Schedule 5.06
 5.07 No Default. Neither the Borrowers nor any Subsidiary is in default
 5.07 No Default. No event or circumstance has occurred or exists
that constitutes a Default. No Borrower or Subsidiary is in default, and no event or circumstance
has occurred or exists that with the passage of time or giving of notice would constitute a
default, No Default has occurred and is continuing or would result from the consummation of the transactions
contemplated by this Agreement or any other Loan Document.




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##### 



5.08 5.08 Ownership of Property. of the
Borrowers Borrower each record in fee simple , ( , all real property necessary or used in the ordinary conduct of its
business, except for such defects in title as could not, individually or in the
aggregate, ) all of its Real Estate, and good and marketable title to all of its
personal Property, including all Property reflected in any financial statements delivered to
Administrative Agent or Lenders. Each Borrower and Subsidiary has paid and discharged all lawful
claims that, if unpaid, could become a Lien on its Properties, other than Permitted Liens and, with
respect to Non-Loan Party Subsidiaries, could not The property of the Borrowers and their Subsidiaries is subject to
no Liens, other than Liens permitted bySection 7.01.
 5.09 Environmental Compliance. The Borrowers and their Subsidiaries conduct
in the ordinary course of business a review of the effect of existing Environmental Laws and claims
alleging potential liability or responsibility for violation of any Environmental Law on their
respective businesses, operations and properties, and as a result thereof the Borrowers have
reasonably concluded that, except as specifically disclosed inSchedule 5.09, such
Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect.
 5.09 Environmental Compliance. Except as disclosed on Schedule
5.09, no Loan Party or Pledged Foreign Subsidiary or any such Persons present or, to any such
Persons knowledge, past operations, Real Estate or other Properties are subject to any federal,
state or local investigation to determine whether any remedial action is needed to address any
environmental pollution, hazardous material or environmental clean-up that is an unresolved
Material Environmental Liability and, from and after the Third Amendment Closing Date, that could
reasonably be expected to have a Material Adverse Effect. Except as disclosed on Schedule 5.09, as
of the Third Amendment Closing Date, no Non-Loan Party Subsidiary (excluding any Pledged Foreign
Subsidiary) or such Non-Loan Party Subsidiarys operations, Real Estate or other Properties are
subject to any federal, state or local investigation or requirements, to determine whether any
remedial action is needed to address any environmental pollution, hazardous material or
environmental clean-up that could reasonably be expected to result in a Material Environmental
Liability. No Loan Party or Pledged Foreign Subsidiary has received any Environmental Notice or
has any contingent liability with respect to any Environmental Release, environmental pollution or
hazardous material on any Real Estate now or previously owned, leased or operated by it that (a) as
of the Third Amendment Closing Date could reasonably be expected to result in a Material
Environmental Liability and (b) after the Third Amendment Closing Date that could reasonably be
expected to have a Material Adverse Effect. The representations and warranties contained in the
Environmental Agreement are true and correct on the Third Amendment Closing Date.
 5.10 5.10 Insurance. (after giving effect to any self-insurance compatible with the
following standards)




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##### 



, provided that the Borrowers and their
Subsidiaries may maintain self-insurance in accordance with reasonably prudent industry practice
through Captive Insurance Subsidiaries
 5.11 5.11 Taxes. material material
 5.12 5.12 ERISA Compliance.
 Each Except as could not reasonably be expected to have a Material
Adverse Effect, each in all material respects
  No Except as disclosed on Schedule 5.12, no ) no Pension Plan has any Unfunded Pension
Liability that, together with the aggregate amount of all Unfunded Pension Liabilities for all
Pension Plans, would exceed $25,000,000; (iii iv iii v iv




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(d) With respect to any Foreign Plan, (i) all employer and
employee contributions required by law or by the terms of the Foreign Plan have been made, or,
if applicable, accrued, in accordance with normal accounting practices except where the failure to
do so could not reasonably be expected to have a Material Adverse Effect; (ii) the fair market
value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan
funded through insurance, or the book reserve established for any Foreign Plan, together with any
accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with
respect to all current and former participants in such Foreign Plan according to the actuarial
assumptions and valuations most recently used to account for such obligations in accordance with
applicable generally accepted accounting principles; and (iii) it has been registered as required
and has been maintained in good standing with applicable regulatory authorities except where
failure to do so could not reasonably be expected to have a Material Adverse Effect.
 5.13 5.13 Subsidiaries. Imation has no Subsidiaries Part (a) of Schedule 5.13 shows, for
each Borrower and Subsidiary, its name, its jurisdiction of organization, and the holders of its
equity interests, and, for each of the Loan Parties and the Pledged Foreign Subsidiaries, its
authorized and issued equity interests. Except as disclosed on Part (a) of Schedule 5.13, in the
five years preceding the Third Amendment Closing Date, no Loan Party has acquired any substantial
assets from any other Person nor been the surviving entity in a merger or combination. Each Loan
Party has good title to its equity interests in its Subsidiaries, subject only to the
Administrative Agents Lien (in the case of equity interests in the Loan Parties and the Pledged
Foreign Subsidiaries), and all such equity interests are duly issued, fully paid and
non-assessable. There are no outstanding purchase options, warrants, subscription rights,
agreements to issue or sell, convertible interests, phantom rights or powers of attorney relating
to equity interests of any Borrower or Subsidiary a) ofSchedule 5.13and has no equity investments in any other corporation or
entity other than b) of Schedule 5.13. Other than Inactive Subsidiaries and the
Subsidiaries listed in Part (a) of Schedule 5.13, no Borrower has any equity investments (a)
directly in any public corporation or similar public entity or (b) in any private corporation or
similar private entity representing greater than a five percent ownership interest therein other
than, in each case, b c Schedule 5.13
 5.14 5.14 Margin Regulations; Investment Company Act; Public
Utility Holding Company Act.
 The Borrowers are not No Borrower or Subsidiary is and will not engage purchasing or carrying margin stock (within the meaning of Regulation U issued by
the FRB), or any
 (i) is
a holding company, or a subsidiary company of a holding company, or an affiliate of a
holding company or of a subsidiary company of a holding company, within the meaning of the
Public Utility Holding Company Act of 2005, or (ii)




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5.15 5.15 Disclosure. Except as disclosed on Schedule 5.15, no Loan Party or Pledged Foreign
Subsidiary is party or subject to any Restrictive Agreement and no Non-Loan Party (excluding any
Pledged Foreign Subsidiary) is party or subject to any Restrictive Agreement that restricts its
ability to pay dividends or distributions to its parent company or that could otherwise reasonably
be expected to have a Material Adverse Effect. No such Restrictive Agreement prohibits the
execution, delivery or performance of any Loan Document by a Loan Party or Pledged Foreign
Subsidiary. provided
 5.16 5.16 Compliance with Laws. (other than with respect to any failure to comply with Anti-Terrorism Laws)
 5.17 5.17 Intellectual Property; Licenses, Etc. licenses Licenses IP Rights except as
disclosed on Schedule 5.17, except where the failure to own or possess such IP Rights could not
reasonably be expected to have a Material Adverse Effect in a manner that could reasonably be
expected to have a Material Adverse Effect Schedule 5.17 no claim or litigation regarding any of the foregoing
is there is no , , the
best any Borrowers of the Borrowers, threatened, which,
either individually or in the aggregate, could reasonably be expected to have a Material Adverse
Effect , threatened




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##### 



Intellectual Property Claim with respect to any Borrower, any
Subsidiary or any of their Property (including any Intellectual Property)
 5.18 Accounts. The Administrative Agent may rely, in determining
which Accounts are Eligible Accounts, on all statements and representations made by the Borrowers
with respect thereto. The Borrowers warrant, with respect to each Account at the time it is shown
as an Eligible Account in a Borrowing Base Certificate, that:
 (a) it is genuine and in all material respects what it purports to
be, and is not evidenced by a judgment;
 (b) it arises out of a completed,bona fidesale and delivery of
goods in the Ordinary Course of Business (provided, that an aggregate of up to $10,000,000 shall be
permitted for FOB destination Accounts), and substantially in accordance with any purchase order,
contract or other document relating thereto;
 (c) it is for a sum certain, maturing as stated in the invoice
covering such sale, a copy of which has been furnished or is available to the Administrative Agent
on request;
 (d) it is not subject to any offset under contract or applicable
Law, Lien (other than the Administrative Agents Lien or a Permitted Lien permitted pursuant to
subsections (c) or (d) of Section 7.01), deduction, defense, dispute, counterclaim or other adverse
condition except as arising in the Ordinary Course of Business and disclosed to the Administrative
Agent; and it is absolutely owing by the Account Debtor, without contingency in any
respect;
 (e) no purchase order, agreement, document or applicable Law
restricts assignment of the Account to the Administrative Agent (regardless of whether, under the
UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance
party shown on the invoice;
 (f) no extension, compromise, settlement, modification, credit,
deduction or return has been authorized with respect to the Account, except discount, allowances or
other adjustments granted in the Ordinary Course of Business for prompt payment that are immaterial
or are reflected in the reports submitted to the Administrative Agent hereunder; and
 (g) to the best of the Borrowers knowledge, (i) there are no
facts or circumstances that are reasonably likely to impair the enforceability or collectibility of
such Account; (ii) the Account Debtor had the capacity to contract when the Account arose,
continues to meet the applicable Borrowers customary credit standards, is Solvent, is not
contemplating or subject to an Insolvency Proceeding, and has not failed, or suspended or ceased
doing business; and (iii) there are no proceedings or actions threatened or pending against any
Account Debtor that could reasonably be expected to have a material adverse effect on the Account
Debtors financial condition.




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5.19 Payable Practices. No Borrower or Subsidiary has made any change in its
historical accounts payable practices from those in effect on the Third Amendment Closing Date
which change could reasonably be expected have a Material Adverse Effect.
 5.20 Labor Relations. Except as described on Schedule 5.20, no Borrower or
Subsidiary is party to or bound by any collective bargaining agreement or similar agreement with
any union, labor organization or other bargaining agent. There are no grievances, disputes or
controversies with any union or other organization of any Borrowers or Subsidiarys employees, or,
to any Borrowers knowledge, any asserted or threatened strikes, work stoppages or demands for
collective bargaining which could reasonably be expected to have a Material Adverse Effect.
 5.21 Trade Relations. There exists no actual or threatened termination,
limitation or modification of any business relationship between any Borrower or Subsidiary and any
customer or supplier, or any group of customers or suppliers, who individually or in the aggregate
are material to the business of the Borrowers and their Subsidiaries, taken as a whole. There
exists no condition or circumstance that could reasonably be expected to impair the ability of the
Borrowers and their Subsidiaries, taken as a whole, to conduct their business at any time hereafter
in substantially the same manner as conducted on the Third Amendment Closing Date.
 5.22 Surety Obligations. No Borrower or Subsidiary is obligated as surety or
indemnitor under any bond or other contract that assures payment or performance of any obligation
of any Person, except as otherwise permitted hereunder.
 5.23 Bank Accounts. Schedule 5.23 contains a complete and accurate list of all
Deposit Accounts, including all Dominion Accounts, maintained by each Loan Party with any bank or
other financial institution. Each Borrower shall take all actions necessary to establish the
Administrative Agents control of each such Deposit Account (other than (a) an account exclusively
used for payroll, payroll taxes or employee benefits, or (b) an account containing not more than
$100,000 at any time, provided, that all such accounts described in this subclause (b) shall not
have more than $250,000 in the aggregate on deposit therein at any time). Each Borrower shall be
the sole account holder of each Deposit Account and shall not allow any other Person (other than
the Administrative Agent) to have control over a Deposit Account or any Property deposited therein.
Each Borrower shall promptly notify the Administrative Agent of any opening or closing of a
Deposit Account and, with the consent of the Administrative Agent, will amend Schedule 5.23 to
reflect same.
 5.24 Validity and Priority of Security Interest. The provisions of this
Agreement, the Security and Pledge Agreement, the Mortgages and/or the other Loan Documents create
legal and valid Liens on all the Collateral in favor of the Administrative Agent, for the benefit
of the Administrative Agent and the Lenders, and such Liens constitute (or will, upon the
Administrative Agents duly filing or recording any required financing statements or Mortgages, as
applicable, and taking possession or control (including possession of any certificate of title) of
Collateral that may be perfected only by possession or control) perfected and continuing Liens on
the Collateral, securing the Obligations,




---



##### 



enforceable against the applicable Loan Party and all third parties, and having priority
over all other Liens on the Collateral except (i) in the case of Liens described in clauses (c),
(d) and (g) of Section 7.01 solely to the extent any such Liens would have priority over the
Administrative Agents Liens pursuant to any applicable Law and (ii) Liens granted in the Pledged
Foreign Subsidiaries.
 5.25 Material Agreements. As of the Third Amendment Closing Date, Schedule 5.25
sets forth all Material Contracts (other than the Loan Documents) of the Loan Parties.
 5.26 Complete Disclosure. No representation or warranty of a Loan Party in any
Loan Document as of the date made or deemed to be made contains any untrue statement of a material
fact, nor, when considered as a whole, fails to disclose any material fact necessary to make the
statements contained therein not materially misleading. There is no fact or circumstance, to the
knowledge of any Responsible Officer of a Loan Party, that such Loan Party has failed to disclose
to the Administrative Agent in writing that has had or would have a Material Adverse Effect.
 ARTICLE VI. ARTICLE VI.
AFFIRMATIVE COVENANTS
 Sections 6.01 6.02 6.03 6.11 6.12 6.13
 6.01 6.01Financial Statements.
 and




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##### 



;
 (c) as soon as available, and in any event within 30 days after the end of each
month (but within 45 days after the last month in a fiscal year), unaudited balance sheets as of
the end of such month and the related statements of income and cash flow for such month and for the
portion of the fiscal year then elapsed, on a consolidated basis for Borrowers and Subsidiaries,
setting forth in comparative form corresponding figures for the preceding fiscal year and certified
by a Responsible Officer of Imation as prepared in accordance with GAAP and fairly presenting the
financial position and results of operations for such month and period, subject to normal year-end
adjustments and the absence of footnotes; and
 (d) not later than 30 days after the beginning of each fiscal year, projections of
Borrowers consolidated balance sheets, results of operations, cash flow and Availability for such
fiscal year, month by month
 Section
6.02(c e )
 6.02 6.02 Certificates; Other Information.
 Sections
6.01(a) , and (b) and (c), which Compliance Certificate shall include a
calculation of the Consolidated Fixed Charge Coverage Ratio calculated as of the end of the most
recently ended fiscal month within the reporting period
 (b) concurrently with delivery of financial statements under Section 6.01(a)
above, copies of all management letters and other material reports submitted to Borrowers by their
accountants in connection with such financial statements;
 (c) at Administrative Agents request, a listing of each Borrowers trade
payables, specifying the trade creditor and balance due, and a detailed trade payable aging, all in
form satisfactory to Administrative Agent;
 (d) (b)




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(e) (c)
 (f) by the 20th day of each month, the Borrower Agent shall deliver to the
Administrative Agent (and Administrative Agent shall promptly deliver same to Lenders) a Borrowing
Base Certificate prepared as of the close of business of the previous month, and at such other
times as the Administrative Agent may request. All calculations of Availability in any Borrowing
Base Certificate shall originally be made by Borrowers and certified by a Responsible Officer,
provided that the Administrative Agent may from time to time review and adjust any such calculation
(i) to reflect its reasonable estimate of declines in value of any Collateral, due to collections
received in the Dominion Account, or otherwise; (ii) to adjust advance rates in its Permitted
Discretion to reflect changes in dilution, quality, mix and other factors affecting Collateral; and
(iii) to the extent the calculation is not made in accordance with this Agreement or does not
accurately reflect the Availability Reserve;
 (g) the Borrower Agent shall provide to the Administrative Agent, on or before the
20th day of each month, (i) a detailed aged trial balance of all Accounts as of the end of the
preceding month, specifying each Accounts Account Debtor name and address, amount, invoice date
and due date, showing any discount, allowance, credit, authorized return or dispute, and including
such proof of delivery, copies of invoices and invoice registers, copies of related documents,
repayment histories, and status reports, (ii) inventory reports by location of the Loan Parties,
and (iii) such other reports and information as the Administrative Agent may reasonably request, in
each case, in form satisfactory to the Administrative Agent. If Accounts in an aggregate face
amount of $5,000,000 or more cease to be Eligible Accounts, the Borrower Agent shall notify the
Administrative Agent of such occurrence promptly after any Borrower has knowledge thereof.
 (h) promptly after the sending or filing thereof, copies of any annual report to
be filed in connection with each Plan or Foreign Plan;
 (i) (d) additional information regarding the business, financial or
corporate affairs of the Borrowers or any Subsidiary, or compliance with the terms of the Loan
Documents, other reports and information (financial or otherwise) reasonably request reasonably request in
connection with any Collateral or any Borrowers, Subsidiarys or other Loan Partys financial
condition, corporate affairs or business
 Section 6.01(a) or , (b) (c) or Section 6.02(c e )




---



##### 



Schedule 10.02 provided i.e. Section 6.02(a)
 Borrower Materials Platform i.e., Public
Lender provided however Section 10.07
 6.03 6.03 Notices.




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##### 



; or , including any violation or asserted violation of any applicable
Law; Schedule 5.06 including pursuant to any applicable Environmental Laws or that could
reasonably be expected to result in a Material Environmental Liability; or (iv) the assertion of
any Intellectual Property Claim
   Imation a Loan Party;
 (f) of any judgment in an amount exceeding $5,000,000;
 (g) the discharge of or any withdrawal or resignation by Borrowers independent
accountants;
 (h) any opening of a new office or place of business of a Loan Party, within a
reasonable period of time prior to such opening;
 (i) of any pending or threatened labor dispute, strike or walkout, or the
expiration of any material labor contract that, in each case, could reasonably be expected to have
a Material Adverse Affect
 (f) of the closing of the Memorex Acquisition.
 (j) of any Environmental Release by a Loan Party or on any Real Estate owned,
leased or occupied by a Loan Party, or receipt by a Loan Party of any Environmental Notice that, if
determined adversely to such Loan Party, could reasonably be expected to result in a Material
Environmental Liability.
 Section 6.03(a)
 6.04 6.04Payment of Obligations. property Property Section 7.01(d)




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6.05 6.05 Preservation of Existence, Etc.
 Section 7.04 7.05
 licenses
  6.06 6.06Maintenance of Properties.
 properties Properties equipment Equipment
   6.07 Maintenance of Insurance.
 (a) Maintain, and shall cause each Loan Party to maintain, with endorsements and
with insurers (with a Best Rating of at least A7, unless otherwise approved by the Administrative
Agent) satisfactory to the Administrative Agent, insurance (i) with respect to the Collateral,
Properties and business of the Loan Parties covering casualty, hazard, larceny, embezzlement, theft
or other criminal misappropriation, malicious mischief, product liability, workers compensation,
flood and other risks, in amounts satisfactory to the Administrative Agent, and (ii) covering
business interruption with policy limits, coverage amounts and deductibles determined from time to
time by the Loan Parties in their commercially reasonable business judgment and not otherwise
materially inconsistent with the past policies of such Loan Party regarding policy limits, coverage
amounts and deductibles, and subject to an Insurance Assignment satisfactory to the Administrative
Agent. All proceeds under each policy shall be payable to the Administrative Agent. From time to
time upon request, the Borrower Agent shall deliver to the Administrative Agent the originals or
certified copies of the Loan Parties insurance policies and updated flood plain searches. Unless
the Administrative Agent shall agree otherwise, each policy shall include satisfactory endorsements
(i) showing the Administrative Agent as loss payee; (ii)




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requiring 30 days prior written notice to the Administrative Agent in the event of
cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of the
Administrative Agent shall not be impaired or invalidated by any act or neglect of any Borrower,
any Subsidiary or the owner of the Property, nor by the occupation of the premises for purposes
more hazardous than are permitted by the policy. If any Borrower fails to provide and pay (or
cause its respective Subsidiaries that are Loan Parties to provide and pay) for any insurance
required by this Section 6.07(a), the Administrative Agent may, at its option, but shall not be
required to, procure the insurance and charge the Borrowers therefor. Each Borrower agrees to
deliver to the Administrative Agent, promptly as rendered, copies of all reports made to insurance
companies in respect of the Loan Parties. While no Event of Default exists, the Borrowers may
settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to the
Administrative Agent to the extent required pursuant to Section 6.07(b). If an Event of Default
exists, only the Administrative Agent shall be authorized to settle, adjust and compromise such
claims.
 (b) Any proceeds of insurance (other than proceeds from workers compensation or
D&O insurance) and any awards arising from condemnation (i) of any Collateral during a Cash
Dominion Trigger Period, shall be paid to the Administrative Agent and shall be applied in
accordance with Section 8.03 and (ii) of any Collateral in an amount in excess of $500,000, subject
to clause (c) below and during any time other than a Cash Dominion Trigger Period, shall be paid to
the Administrative Agent and shall be applied to the payment of the Loans, and then to any other
Obligations then due and owing.
 (c) During any period other than a Cash Dominion Trigger Period, if requested by
the Borrower Agent in writing within 15 days after the Administrative Agents receipt of any
insurance proceeds or condemnation awards relating to any loss or destruction of Equipment of the
Loan Parties, the Borrowers may use such proceeds or awards to repair or replace such Equipment
(and until so used, the proceeds shall be held by the Administrative Agent as Cash Collateral) as
long as (i) no Default exists; (ii) such repair or replacement is promptly undertaken and
concluded, in accordance with plans reasonably satisfactory to the Administrative Agent; (iii) the
repaired or replaced Property is free of Liens, other than Permitted Liens that are not purchase
money liens; (iv) the Borrowers comply with disbursement procedures for such repair or replacement
as the Administrative Agent may reasonably require; and (v) the aggregate amount of such proceeds
or awards from any single casualty or condemnation does not exceed $10,000,000.
 (d) 6.07 Maintenance of Insurance. Maintain With respect to each Non-Loan Party
Subsidiary, maintain properties Properties Such insurance may be in the form
of self-insurance provided by Captive Insurance Subsidiaries, provided that (i) the terms
of such self-insurance, including the risks covered by such self-insurance, are customary for
companies of similar size engaged in similar businesses and (ii) each




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Captive Insurance Subsidiary maintains insurance reserves sufficient to satisfy all applicable
regulatory requirements; provided that if no regulatory requirements relating to reserves
apply to a Captive Insurance Subsidiary, such Captive Insurance Subsidiary shall maintain adequate
insurance reserves in accordance with prudent industry practice in connection with the risks
covered by such Captive Insurance Subsidiary.
 6.08 6.08 Compliance with Laws property, except Property, except (other than with respect to any failure to comply with
Anti-Terrorism Laws) Without limiting the generality of the foregoing, if any
Environmental Release occurs at or on any Properties of any Loan Party or Pledged Foreign
Subsidiary, or if any Environmental Release that could reasonably be expected to have a Material
Adverse Effect occurs at or on any Properties of any Non-Loan Party (other than a Pledged Foreign
Subsidiary), the respective Loan Party, Pledged Foreign Subsidiary or Non-Loan Party Subsidiary (i)
shall act promptly and diligently to investigate, (ii) if the Environmental Release can reasonably
be expected to result in (A) a Material Environmental Liability with respect to a Loan Party or
Pledged Foreign Subsidiary only, or (B) a Material Adverse Effect, report to the Administrative
Agent and (iii) report to all appropriate Governmental Authorities the extent of, and to make
appropriate remedial action to eliminate, such Environmental Release, as required by applicable Law
or as directed to do so by any Governmental Authority.
 6.09 6.09 Books and Records.
 6.10 6.10 Inspection Rights ;
Appraisals .
 (a) properties Properties business, assets, prospects, results of operations, (except when a Default exists) ; provided,
however, that the Borrowers shall not be required to pay any such costs or expenses of the
Administrative Agent or any Lenders in connection with any such inspections more than once per
calendar year (except for any such inspections in connection with any Default or Event of Default)
 (b) Whether or not a Default exists, the Administrative Agent shall have the right
at any time, in the name of the Administrative Agent, any designee of the Administrative Agent or
any Borrower, to verify the validity, amount or any other matter




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relating to any Accounts of the Borrowers by mail, telephone or otherwise. The Borrowers
shall cooperate fully with the Administrative Agent in an effort to facilitate and promptly
conclude any such verification process.
 (c) Reimburse the Administrative Agent for all reasonable out-of-pocket charges,
costs and expenses of Administrative Agent in connection with (i) examinations of any Borrowers or
any Subsidiarys books and records or any other financial or Collateral matters as the
Administrative Agent deems appropriate, up to three times per fiscal year; (ii) appraisals of
Inventory up to two times per Loan Year; and (iii) appraisals of Real Estate up to one time during
the period beginning on the Third Amendment Closing Date and ending on the Maturity Date; provided,
however, that if an examination or appraisal is initiated during a Default, all charges, costs and
expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and
without limiting the foregoing, Borrowers specifically agree to pay the Administrative Agents, or
its third-party designee, then standard charges for each day that an employee of the Administrative
Agent or its Affiliates or its third-party designee is engaged in any examination activities, and
shall pay the standard charges of the Administrative Agents internal appraisal group or its
third-party designee, which as of the Third Amendment Closing Date is $1,000 per diem, per
examiner. This Section shall not be construed to limit the Administrative Agents right to conduct
examinations or to obtain appraisals at any time in its discretion, nor to use third parties for
such purposes.
 6.11 6.11 Use of Proceeds. Credit Extensions for Loans (i)
to pay fees, commissions and expenses in connection with the Third Amendment to Credit Agreement
and (ii) for ongoing working capital requirements, capital expenditures and other not in contravention of any Law or of any Loan Document of the Borrowers
 6.12 Taxes. Pay and discharge all Federal, state, and material taxes prior to the
date on which they become delinquent or penalties attach, except those which are being contested in
good faith by appropriate proceedings diligently conducted and for which adequate reserves have
been provided in accordance with GAAP. If an Account of any Borrower includes a charge for any
taxes, the Administrative Agent is authorized, in its discretion, to pay the amount thereof to the
proper taxing authority for the account of such Borrower and to charge Borrowers therefor;
provided, however, that neither the Administrative Agent nor Lenders shall be liable for any Taxes
that may be due from Borrowers or with respect to any Collateral.
 6.13 Additional Guarantors and Foreign Subsidiaries.
 (a) 6.12 Additional Guarantors. x i at of time that any Person becomes a creation or acquisition of any , y ii x i y ii thirty
( ) a A executing and duly executed , and (b or such other document as the
Administrative Agent shall deem appropriate for such purpose, (B)




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grant a security interest in all Collateral owned by such Subsidiary by delivering to the
Administrative Agent a duly executed supplement to each Collateral Document or such other document
as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of
each Collateral Document, (C such of the
types referred to in clauses (iv) and (v) of Section 4.01(a) and, upon request of the
Administrative Agent, , instruments, and agreements, including a opinions opinion all in each
case, and
take such other actions as may be reasonably requested by the Administrative Agent, (D) deliver to
the Administrative Agent such original capital stock or other certificates and stock or other
transfer powers evidencing the capital stock of such Person, and (E) deliver to the Administrative
Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with
respect to such Person Section 6.12 in respect of (i) Imation Data Storage LLC, a Delaware
corporation, provided and so long as such Person holds no material assets other than a 1% direct or
indirect equity interest in Imation Data Storage Holdings CV, or (ii) 6.13 in respect of
 (b) Notify the Administrative Agent at the time that any Person becomes a
First-Tier Foreign Subsidiary of any Loan Party, and at the request of the Administrative Agent,
promptly thereafter (and in any event within forty-five (45) days after such request), cause (i)
the applicable Loan Party to deliver to the Administrative Agent Collateral Documents pledging one
hundred percent (100%) of the total outstanding non-voting capital stock of such new Foreign
Subsidiary and sixty-five percent (65%) of the total outstanding voting capital stock of such new
Foreign Subsidiary and a consent thereto executed by such new Foreign Subsidiary (including,
without limitation, if applicable, original stock certificates (or the equivalent thereof pursuant
to the applicable Laws and practices of any relevant foreign jurisdiction) evidencing the capital
stock of such new Foreign Subsidiary, together with an appropriate undated stock power for each
certificate duly executed in blank by the registered owner thereof), (ii) such Person to deliver to
the Administrative Agent such documents and certificates as may be reasonably requested by the
Administrative Agent, (iii) the applicable Loan Party to deliver to the Administrative Agent such
updated Schedules to the Loan Documents as reasonably requested by the Administrative Agent with
regard to such Person and (iv) such Person to deliver to the Administrative Agent such other
documents as may be reasonably requested by the Administrative Agent, all in form, content and
scope satisfactory to the Administrative Agent.
 6.14 After-Acquired Collateral. Promptly (a) notify the Administrative Agent in
writing if, after the Third Amendment Closing Date any Loan Party obtains any interest in any
Collateral (i) consisting of Deposit Accounts, Chattel Paper, Documents, Instruments, Material
Intellectual Property, or Letter-of-Credit Rights and (ii) Collateral consisting of Investment
Property that does not, upon such acquisition, become subject to the Administrative Agents
perfected first priority Lien and (b) upon the Administrative Agents request, take such actions as
the Administrative Agent deems appropriate to effect




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the Administrative Agents duly perfected, first priority Lien upon such Collateral,
including obtaining any appropriate possession, control agreement or Lien Waiver; provided, that
the Administrative Agent shall be permitted to request Lien Waivers for locations only where there
is Material Collateral, except that for any two or more locations where the aggregate value of the
Collateral is $2,500,000 or more (such locations being Significant Inventory Locations), the
Administrative Agent may request, and the Loan Parties shall obtain, a Lien Waiver for as many of
the Significant Inventory Locations as is necessary so that the aggregate value of Collateral at
any two or more locations for which Lien Waivers shall have not been obtained is less than
$2,500,000 and, provided further, the Loan Parties shall use commercially reasonable best efforts
to obtain all such Lien Waivers requested pursuant to this Section 6.14. If any Material
Collateral is in the possession of a third party, at the Administrative Agents request, the Loan
Parties shall use commercially reasonable efforts to obtain an acknowledgment that such third party
holds the Collateral for the benefit of the Administrative Agent.
 6.15 Landlord and Storage Agreements. Upon request, provide the Administrative
Agent with copies of all existing agreements, and promptly after execution thereof provide the
Administrative Agent with copies of all future agreements, between a Loan Party and any landlord,
warehouseman, processor, shipper, bailee or other Person that owns any location at which any
Material Collateral is kept or that is a Significant Inventory Location for which the Agent is
entitled to request a Lien Waiver pursuant to Section 6.14, or that otherwise possesses or handles
any Material Collateral.
 6.16 Licenses. Keep each material License affecting any Collateral (including the
manufacture, distribution or disposition of Inventory) or any other material Property of the
Borrowers and the Subsidiaries, taken as a whole, in full force and effect; promptly notify the
Administrative Agent of any proposed material modification to any such material License, or entry
into any new material License; pay all Royalties when due (unless being contested in good faith by
appropriate proceedings); and notify the Administrative Agent of any default or breach asserted by
any Person to have occurred under any material License affecting any Collateral or any other
material Property of the Borrowers and Subsidiaries, taken as a whole.
 6.17 Administration of Inventory.
 (a) Records and Reports of Inventory. Keep accurate and complete records of each
Borrowing Base Loan Partys Inventory, including costs and daily withdrawals and additions. Each
Borrowing Base Loan Party shall conduct a physical inventory at least once per calendar year (and
on a more frequent basis if requested by the Administrative Agent when an Event of Default exists)
and periodic cycle counts consistent with historical practices, and shall provide to the
Administrative Agent a report based on each such inventory and count promptly upon completion
thereof, together with such supporting information as the Administrative Agent may reasonably
request. The Administrative Agent may participate (at its expense if no Event of Default exists)
in and observe each physical count.




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(b) Returns of Inventory. Not return any Inventory of a Borrowing Base Party to
a supplier, vendor or other Person, whether for cash, credit or otherwise, unless (a) such return
is in the Ordinary Course of Business; (b) no Default or Overadvance exists or would result
therefrom; and (c) the Administrative Agent is promptly notified if the aggregate Value of all
Inventory returned in any month by the Borrowing Base Loan Parties exceeds $7,500,000.
 (c) Acquisition, Sale and Maintenance. Not acquire or accept any Inventory on
approval except pursuant to a consignment arrangement, and shall take all commercially reasonable
steps to assure that all Inventory is produced in accordance with applicable Law, including the
Fair Labor Standards Act. No Borrowing Base Loan Party shall sell any Inventory on approval,
except pursuant to a consignment arrangement, or on any other basis under which the customer may
return or require the applicable Borrowing Base Loan Party to repurchase such Inventory. Each
Borrowing Base Loan Party shall use, store and maintain all Inventory with reasonable care and
caution, in accordance with applicable standards of any insurance and in conformity in all material
respects with all applicable Law, and shall make current rent payments (within applicable grace
periods provided for in leases and unless being contested in good faith by appropriate proceedings)
at all locations where any Material Collateral is located.
 6.18 Administration of Equipment.
 (a) Records and Schedules of Equipment. Keep accurate and complete records in all
material respects of the Loan Parties and the Pledged Foreign Subsidiaries respective Equipment,
including kind, quality, quantity, cost, acquisitions and dispositions thereof, and shall submit to
the Administrative Agent, on such periodic basis as the Administrative Agent may reasonably
request, a current schedule thereof, in form satisfactory to the Administrative Agent. Promptly
upon request, the Loan Parties shall deliver to the Administrative Agent evidence of the Loan
Parties and the Pledged Foreign Subsidiaries ownership or interests in any Equipment.
 (b) Dispositions of Equipment. Not sell, lease or otherwise dispose of any
Equipment, without the prior written consent of the Administrative Agent, other than (a) an asset
disposition otherwise permitted under this Agreement; (b) replacement of Equipment that is worn,
damaged or obsolete with Equipment of like function and value, if the replacement Equipment is
acquired substantially contemporaneously with such disposition and is free of Liens; and (c) a
disposition in the Ordinary Course of Business.
 (c) Condition of Equipment. Ensure that the Equipment is in good operating
condition and repair, and all necessary replacements and repairs have been made so that the value
and operating efficiency of the Equipment is preserved at all times, reasonable wear and tear
excepted. Each Loan Party and each Pledged Foreign Subsidiary shall ensure that the Equipment is
mechanically and structurally sound, and capable of performing the functions for which it was
designed, in accordance with manufacturer specifications, in each case in all material respects,
reasonable wear and tear excepted.




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6.19 Commercial Tort Claims. Promptly notify the Administrative Agent in writing
if any Loan Party has a Commercial Tort Claim (other than, as long as no Default exists, a
Commercial Tort Claim for less than $1,000,000) and, upon the Administrative Agents request,
promptly take such actions as the Administrative Agent deems appropriate to confer upon the
Administrative Agent (for the benefit of Secured Parties) a duly perfected, first priority Lien
upon such claim.
 6.20 Further Assurances. Execute and deliver, or cause to be executed and
delivered, to the Administrative Agent and/or the Lenders such documents and agreements,
instruments, assignments, title certificates, or other documents or agreements, and take or cause
to be taken such actions, as the Administrative Agent or any Lender may, from time to time,
reasonably request to carry out the terms and conditions of this Agreement and the other Loan
Documents.
 ARTICLE VII. ARTICLE VII.
NEGATIVE COVENANTS
  7.01 7.01 Liens. property Property (collectively Permitted Liens)
  date hereof Third Amendment Closing Date Schedule 7.01 provided property Property Section 7.03(b)
  ordinary course of business (other than Liens on the Collateral) Ordinary Course
of Business
 ordinary course Ordinary Course business Business the Borrowing Base




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ordinary course Ordinary Course business Business the Borrowing
Base
 (g) Liens encumbering any Real Estate subject to a Mortgage that are described on
a mortgagee title policy covering the Administrative Agent and approved by the Administrative
Agent, and which Liens do not in any case materially detract from the value of Real Estate subject
thereto or materially interfere with the ordinary conduct of the business of the applicable
Person;
 (h) (g) property Property
 (i) (h) the Borrowing Base , 10,000,000 5,000,000
 (j) (i) the Borrowing Base Section 7.03(e) provided property Property property Property property Property
 (j) Liens on property existing at the time of acquisition thereof by either Borrower or any
Subsidiary;providedthat such Liens were in existence prior to such acquisition and were
not created in contemplation of such acquisition and any renewals or extensions thereof, provided
the property covered thereby is not increased and the amount secured thereby is not increased;
 property of a Person any Property (other than Borrowing Base Collateral) (i)
of any Subsidiary which are in existence at the time that such Subsidiary is acquired pursuant to a
Permitted Acquisition and (ii) of the Borrower or any of its Subsidiaries Person is acquired by either Borrower or any Subsidiary (whether by
 stock purchase, merger or
otherwise); provided that such Liens were in existence prior to the contemplation of such
acquisition and do not extend to any assets other than those of the Person acquired; and Property (other than Borrowing Base Collateral) is purchased or otherwise acquired by the
Borrower or such Subsidiary thereof pursuant to a transaction permitted pursuant to this Agreement;
provided that, with respect to each of the foregoing clauses (i) and (ii), (A) such Liens (1) are
not incurred in connection with, or in anticipation of, such Permitted Acquisition, purchase or
other acquisition, (2) are applicable only to specific Property (other than Borrowing Base




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Collateral), (3) are not blanket or all-asset Liens and (4) do not attach to any other
property or assets of the Borrower or any of its Subsidiaries and (B) the Indebtedness secured by
such Liens is permitted under Section 7.03(g);
 (l) normal and customary rights of setoff upon deposits in favor of depository
institutions, and Liens of a collecting bank on Payment Items in the course of collection;
 (m) Liens on assets of any Non-Loan Party Subsidiary to secure Indebtedness
permitted under Section 7.03(f);
 (n) Liens granted by a Non-Loan Party Subsidiary in favor of a Loan Party in
respect of Indebtedness and by such Subsidiary;
 (o) any interest or title of a lessor, sublessor, licensee or licensor under any
lease or license agreement not prohibited by this Agreement; and
 (p) (l) (other than Liens on Borrowing Base Collateral) 25,000,000. 2,500,000.
 7.02 7.02 Investments.
 Investments held by the Borrowers or such Subsidiary in the form of cash equivalents or
marketable debt securities; Cash Equivalents, provided that Cash Equivalents of any Loan Party
shall be subject to the Administrative Agents Lien and control, pursuant to documentation in form
and substance satisfactory to the Administrative Agent;
 advances to officers, directors and employees of the Borrowers and Subsidiaries in an
aggregate amount not to exceed $1,500,000 at any time outstanding, for travel, entertainment,
relocation and analogous ordinary business purposes; Investments existing or specifically
contemplated on the Third Amendment Closing Date, in each case, as set forth on Schedule 7.02;
 the Borrowers in any wholly-owned Domestic Subsidiary or wholly-owned
Pledged Foreign Subsidiary (or any wholly-owned Foreign Subsidiary of any such Pledged Foreign
Subsidiary) and Investments of any wholly-owned Domestic Subsidiary or wholly-owned Pledged Foreign
Subsidiary (or any wholly-owned Foreign Subsidiary of any such Pledged Foreign Subsidiary) in the
Borrowers or in another wholly-owned Domestic Subsidiary or wholly-owned Pledged Foreign Subsidiary
(or any wholly-owned Foreign Subsidiary of any such Pledged Foreign Subsidiary); (i) any Loan
Party in any other Loan Party, (ii) any Non-Loan Party Subsidiary in any Loan Party or any other
Non Loan-Party Subsidiary and (iii) any Loan Party in any Non-Loan Party Subsidiary after the Third
Amendment Closing Date so long as (A) both before and after giving effect thereto, no Default has
occurred and is continuing, and (B) the amount of such Investments, when combined with Investments
made pursuant to Section 7.02(k)shall not exceed (1) $5,000,000 in the aggregate during any fiscal
year if, after giving effect to any such Investment under this subclause (1), pro forma
Availability for each day of the 30-day




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period immediately preceding such Investment and on the date of such Investment after
giving effect thereto is less than $50,000,000, (2) $10,000,000 in the aggregate during any fiscal
year if, after giving effect to any such Investment under this subclause (2), pro forma
Availability for each day of the 30-day period immediately preceding such Investment and on the
date of such Investment after giving effect thereto is less than or equal to $100,000,000 and
greater than or equal to $50,000,000 and (3) $20,000,000 in the aggregate during any fiscal year
if, after giving effect to any such Investment under this subclause (3), pro forma Liquidity for
each day of the 30-day period immediately preceding such Investment and on the date of such
Investment after giving effect thereto is greater than $100,000,000; provided, that for the
avoidance of doubt, in each of the foregoing clauses (1), (2) and (3), Investments consisting of
loans in any fiscal year shall be measured only on the basis of the amount of such loan outstanding
at any time during such fiscal year;
 ordinary course Ordinary
Course business Business
 Section 7.03 (c)
 Investments (i) existing on the Closing Date in Foreign Subsidiaries, and Initial
Investments in Pledged Foreign Subsidiaries (or Foreign Subsidiaries of such Pledged Foreign
Subsidiaries) and such additional Investments therein as may arise in the ordinary course of
business (and not in connection with any Acquisition), (ii) in venture capital and investment
funds, and (iii) other Investments (not in connection with the consummation of any Acquisition) not
otherwise permitted hereby; not exceeding in the aggregate for all such existing and additional
Investments under clauses (ii) and (iii) together the amount of $35,000,000 incurred in any fiscal
year; and Swap Contracts permitted by Section 7.03(d);
 . ;
 (h) loans or other advances of money (i) to officers, directors and employees of
the Borrowers and Subsidiaries in an amount not to exceed $1,500,000 in the aggregate at any time
outstanding and (ii) for travel, entertainment, relocation and similar items in the Ordinary Course
of Business;
 (i) advances of money for prepaid expenses and extensions of trade credit made in
the Ordinary Course of Business;
 (j) deposits with financial institutions permitted hereunder; and
 (k) Investments not otherwise permitted herein so long as (i) both before and
after giving effect thereto, no Default has occurred and is continuing, and (ii) the amount of such
Investments, when combined with Investments made pursuant to Section 7.02(c)(iii)shall not exceed
(1) $5,000,000 in the aggregate during any fiscal year if, after giving effect to any such
Investment under this subclause (1), pro forma Availability for each day of the




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30-day period immediately preceding such Investment and on the date of such Investment
after giving effect thereto, is less than $50,000,000, (2) $10,000,000 in the aggregate during any
fiscal year if, after giving effect to any such Investment under this subclause (2), pro forma
Availability for each day of the 30-day period immediately preceding such Investment and on the
date of such Investment after giving effect thereto, is less than or equal to $100,000,000 and
greater than or equal to $50,000,000 and (3) $20,000,000 in the aggregate during any fiscal year
if, after giving effect to any such Investment under this subclause (3), pro forma Liquidity for
each day of the 30-day period immediately preceding such Investment and on the date of such
Investment after giving effect thereto, is greater than $100,000,000; provided, that for the
avoidance of doubt, in each of the foregoing clauses (1), (2) and (3), Investments consisting of
loans in any fiscal year shall be measured only on the basis of the amount of such loan outstanding
at any time during such fiscal year.
 Notwithstanding the foregoing, neither Borrower shall, nor shall it permit any Subsidiary to,
directly or indirectly, make any Investment (other than non-cash capital contributions) in Memorex
Products Europe Ltd.
 7.03 7.03Indebtedness.
  date hereof Third Amendment Closing Date Schedule 7.03 provided
 the Borrowers or any wholly-owned Domestic Subsidiary, and a Loan
Party, any Non-Loan Party Subsidiary in respect of Indebtedness
otherwise permitted hereunder of any Non-Loan Party Subsidiary, (iii) unsecured Guarantees of Foreign ordinary course of business Ordinary Course of Business aggregate for
all such Guaranties under this clause (iii) at any time
$75,000,000 $50,000,000 in the aggregate at any time, and (iv) Indebtedness consisting of surety
or indemnitor obligations under any bond or other contract for the benefit of any Borrower or
Subsidiary to the extent incurred in the Ordinary Course of Business
 provided




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and other Bank Product Debt
 Section
7.01(i j ) provided however Section 7.03(h)
 other, unsecured Indebtedness, provided that at the time of incurrence thereof, both
before and after giving effect to such Indebtedness, (i) there exists no Default, (ii) each of the
Borrowers and their Subsidiaries is Solvent, and (iii) on a pro forma basis, as of the then-most
recently ended fiscal quarter, but after taking into account the effect of such Indebtedness,
Imation is in compliance with the covenants set forth in Section 7.11(a) and Section
7.11(b), and (iv) a Responsible Officer of the Borrowers has delivered to the Administrative
Agent a certificate in form and substance reasonably satisfactory to the Administrative Agent
certifying the satisfaction of each of the foregoing conditions; Indebtedness of Non-Loan Party
Subsidiaries, provided, however, that the principal amount of all such Indebtedness, together with
all Dispositions made pursuant to Section 7.05(j), shall not exceed $75,000,000 in the aggregate at
any time outstanding;
 were was and the amount of such Indebtedness does not
exceed $5,000,000 in the aggregate at any time outstanding
 provided Section 7.03(e) and
 ;
 (j) Indebtedness complying with the requirements set forth on Schedule 7.03(A) so
long as immediately before and after giving effect to such Indebtedness, Availability shall be at
least $30,000,000; and
 (k) other unsecured Indebtedness that does not exceed $10,000,000 in the aggregate
at any time outstanding
 7.04 7.04Fundamental Changes. change its name or conduct business under any fictitious name, change its tax,
charter or other organizational identification number, change its form or state of organization,




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wholly-owned provided wholly-owned provided
 wholly-owned wholly-owned provided
 an any
 7.05 7.05Dispositions.
 property Property ordinary course of business Ordinary Course of Business
 inventory Inventory ordinary course of business Ordinary
Course of Business
 equipment or real property Equipment property Property property Property property Property
 property Property a Borrower or Domestic Subsidiary or a wholly-owned Pledged Foreign Subsidiary (or
a Foreign Subsidiary of such a Pledged Foreign Subsidiary) Subsidiary provided property is Property is a Borrower or
 Section 7.04
 ordinary course Ordinary Course business Business provided
 (g) Dispositions of IP Rights that are Non-Material Intellectual Property;
provided that at the time of such Disposition, no Event of Default shall exist or would result from
such Disposition;
 (h) Dispositions of Real Estate (other than the Eligible Real Estate Assets and
appurtenant real estate) owned by any Borrower or Subsidiary that is no longer used in the




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Ordinary Course of Business; provided that at the time of such Disposition, no Default
shall exist or would result from such Disposition;
 (i) a Disposition pursuant to a sale-leaseback of any Equipment or Real Estate
(including buildings or other fixtures thereon) of the Borrowers or any Subsidiary (other than the
Eligible Real Estate Assets and appurtenant real estate thereto); provided that at the time of such
Disposition, no Default shall exist or would result from such Disposition;
 (j) sales of Accounts of Non-Loan Party Subsidiaries in connection with one or
more foreign securitization programs; provided, however, that the aggregate face amount of the
Accounts sold (less the applicable discount), together with all Indebtedness outstanding under
Section 7.03(f), shall not exceed $75,000,000 in the aggregate at any time outstanding; and
 (k) (g) Section 7.05 7.05, other than Dispositions of Borrowing Base Collateral provided and , property Property g j ; (iii) at least 75% of the consideration for Property disposed of pursuant to
this clause (j) with a fair market value in excess of $5,000,000 shall consist of cash or Cash
Equivalents;
 (h) a Disposition pursuant to a sale-leaseback of Imations headquarters building and
appurtenant real estate, provided the lease resulting therefrom is an operating lease;
 provided however (x) h k , (y) with respect to clauses (a) through (i), at
least 75% of the consideration therefor shall consist of cash or Cash Equivalents and (z) with
respect to clause (j), one hundred percent (100%) of the consideration therefor shall consist of
cash or Cash Equivalents
 7.06 7.06Restricted Payments.
 and to wholly-owned Subsidiaries
(and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any
Subsidiary and to each other owner of capital stock or other equity interests of such Subsidiary on
a pro rata basis based on their relative ownership interests) or another Loan Party




---



##### 



provided and, provided further, that for the avoidance of doubt,
if after giving effect to any such Restricted Payment, a Financial Covenant Trigger Period would
exist, the Borrowers shall have a Consolidated Fixed Charge Coverage Ratio of not less than 1.20 to
1.00, calculated on a pro forma basis
 7.07 7.07Change in Nature of Business.
 7.08 7.08Transactions with Affiliates. ordinary course of business Ordinary Course of
Business
 7.09 7.09Burdensome Agreements. property Property property Property provided however Section 7.03(e) property Property
 7.10 7.10Use of Proceeds.
 7.11 Financial Covenants.
 (a)Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio, as of the
last day of any fiscal quarter, to be greater than 2.50:1.00.
 (b)Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge
Coverage Ratio, as of the last day of any fiscal quarter, to be less than 2.50:1.00.




---



##### 



7.11 Financial Covenant. At any time during a Financial Covenant Trigger Period,
permit the Consolidated Fixed Charge Coverage Ratio, calculated as of the end of each fiscal month,
for each Subject Period ending during or immediately before such Financial Covenant Trigger Period,
to be less than 1.20 to 1.00.
 7.12 Capital Expenditures. Make Capital Expenditures in excess of $25,000,000 in
the aggregate during any fiscal year; provided that up to 100% of any amount permitted but not
expended in any fiscal year may be carried over for expenditure in the next succeeding fiscal year
only (it being understood that no portion of such carried over amount for any fiscal year may be
used until the entire initial amount of permitted Capital Expenditures for the current fiscal year
has been used for Capital Expenditures).
 7.13 Subsidiaries. Form or acquire any Subsidiary after the Third Amendment
Closing Date, except in accordance with Sections 7.02 and 6.13; or permit any existing Subsidiary
to issue any additional equity interests except directors qualifying shares.
 7.14 Organic Documents. Amend, modify or otherwise change any of its Organization
Documents as in effect on the Third Amendment Closing Date in any manner that would have an adverse
effect on the Lenders.
 7.15 Tax Consolidation. File or consent to the filing of any consolidated income
tax return with any Person other than Borrowers and their respective Subsidiaries.
 7.16 Accounting Changes. Make any material change in accounting treatment or
reporting practices, except as required by GAAP and in accordance with Section 1.03; or change its
fiscal year.
 7.17 Restrictions on Payment of Borrowed Money. Make any payments (whether
voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with
respect to any Borrowed Money in excess of the Threshold Amount (other than the Obligations) prior
to its scheduled due date under the agreements evidencing such Indebtedness as in effect on the
Closing Date (or as amended thereafter with the consent of the Administrative Agent).
 ARTICLE VIII. ARTICLE VIII.
EVENTS OF DEFAULT AND REMEDIES
 8.01 8.01Events of Default.
 Non-Payment




---



##### 



Specific Covenants Section 6.01 6.02 6.03 6.05 6.10 6.11 or 6.11, and 6.12 Article VII
 Other Defaults
 Representations and Warranties (i) , in the case of
any representation, warranty, certificate or statement of fact that is qualified as to
materiality, Material Adverse Effect or similar language or (ii) materially incorrect or
materially misleading when made or deemed made, in the case of any other representation, warranty,
certification or statement of fact
 Cross-Default
 Insolvency Proceedings, Etc. property Property




---



##### 



property Property
 Inability to Pay Debts; Attachment property Property
 Judgments , unless (A) a stay of
enforcement of such judgment or order is in effect, by reason of a pending appeal or otherwise, or
(B) such judgment has been paid as and when due and Availability after giving effect to such
payment is at least $30,000,000, for which enforcement proceedings have been commenced
 ERISA
 Invalidity of Loan Documents
 Change of Control
 8.02 8.02Remedies Upon Event of Default.




---



##### 



that Borrowers Loan Parties to the L/C Obligations
(in an amount equal to the then Outstanding Amount thereof L/C Obligations, Bank Product Debt
and other Obligations that are contingent or not yet due and payable, and, if the Loan Parties fail
promptly to deposit such Cash Collateral, the Administrative Agent may (and shall upon the
direction of the Required Lenders) advance the required Cash Collateral as Loans (whether or not an
Overadvance exists or is created thereby, or the conditions in Section 4 are satisfied
 law Law
 provided however
 8.03 8.03Application of Funds. After During a Cash Dominion Trigger Period or
after Section 8.02 Section 8.02
 First Article III
 Second Article III , but excluding amounts relating to Bank
Products Second
 Third (excluding amounts relating to Bank
Products) Third




---



##### 



Fourth Fourth
 Fifth and
 Sixth, to payment of all other Obligations, other than Bank Product Debt;
 Seventh, to payment of Bank Product Debt; and
 Last
 Section 2.03(c) Fifth Amounts distributed
with respect to any Bank Product Debt shall be the actual amount of Bank Product Debt most recently
reported in writing to the Administrative Agent.
 ARTICLE IX. ARTICLE IX.
ADMINISTRATIVE AGENT
 9.01 9.01Appointment and Authority. (in
particular, to act as a pledge administrator for the purposes of any security governed under US Law
or any other jurisdiction)
 9.02 9.02Rights as a Lender. Such
Person Each of Bank of America , maintain
deposits or credit balances for, invest in provide Bank Products to, the trustee under indentures of, serve as or other or
in any other advisory capacity for to, the
Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative
Agent hereunder and , the Loan Parties and their Affiliates, as if Bank of America were any
other bank, to the Lenders (including any fees or other




---



##### 



consideration received in connection therewith) to the other Lenders. In their individual
capacity, Bank of America and its Affiliates may receive information regarding the Loan Parties,
their Affiliates and their Account Debtors (including information subject to confidentiality
obligations), and each Lender agrees that Bank of America and its Affiliates shall be under no
obligation to provide such information to the Lenders, if acquired in such individual capacity and
not as Administrative Agent hereunder
 9.03 9.03Exculpatory Provisions.
  law Law
  Sections 10.01 8.02
 Article IV




---



##### 



9.04 9.04Reliance by Administrative Agent.
 9.05 9.05Delegation of Duties.
 9.06 9.06Resignation of Administrative Agent. provided




---



##### 



Section
10.04
 Section 2.03(i)
 9.07 9.07Non-Reliance on Administrative Agent and Other Lenders.
 9.08 9.08No Other Duties, Etc.
 9.09 9.09Administrative Agent May File Proofs of Claim.




---



##### 



Sections 2.03(i) (j) 2.09 10.04
 property Property
 Sections 2.09 10.04
  9.10 9.10Collateral and Guaranty Matters.
 property Property ,
transferred or to be transferred or otherwise disposed of sale Disposition Section 10.01
  Notwithstanding the foregoing, the Administrative Agent is not authorized to release Collateral
with a book value greater than $10,000,000 during any calendar year, except as currently
contemplated by the Loan Documents, without the prior written consent of all Lenders (except any
Defaulting Lender).




---



##### 



property Property Section 9.10
 ARTICLE X. ARTICLE X.
MISCELLANEOUS
 10.01 10.01Amendments, Etc. provided however
 Section 4.01(a)
 Section 8.02
  Section 10.01 provided however
 Section 2.12 Section 8.03




---



##### 



provided further Section 10.06(h)
 10.01A Additional Amendments. No amendment, waiver or consent shall, without the prior
written consent of the Super-Majority Lenders (a) amend the definition of Borrowing Base (or the
defined terms used in such definition) in a manner which would have the effect of increasing
Availability or (b) amend the Dollar amounts set forth in clauses (a)(i) and (b) of the definition
of Cash Dominion Trigger Period. Notwithstanding the foregoing or any other provision contained
in this Agreement, the Lenders irrevocably authorize the Administrative Agent at its option and in
its discretion, with the consent of the Required Lenders, to enter into such amendments to the Loan
Documents as it deems reasonably necessary to effectuate the amendments contemplated by Section 8
of the Third Amendment to Credit Agreement.
 10.02 10.02Notices and Other Communications; Facsimile Copies.
 Notices Generally
 Schedule 10.02




---



##### 



Electronic Communications provided Article II provided
 provided
 The Platform Agent Parties provided however




---



##### 



Change of Address, Etc.
 Reliance by Administrative Agent, L/C Issuer and Lenders
 10.03 10.03No Waiver; Cumulative Remedies.
 10.04 10.04Expenses; Indemnity; Damage Waiver.
 Costs and Expenses - - Extraordinary
Expenses, (iii) all - - and (iii) all reasonable out of , (iv) all reasonable
out-of-pocket expenses incurred by the Administrative Agent and its Affiliates in the
administration of and actions relating to any Collateral contemplated in the Loan Documents and
transactions contemplated thereby, including any actions taken to perfect or maintain priority of
Administrative Agents Liens on any Collateral, to maintain any insurance required hereunder or to
verify Collateral; (v) subject to the limits of Section 6.10(c), all reasonable




---



##### 



costs and expenses incurred by the Administrative Agent and its Affiliates for each
inspection, audit or appraisal with respect to any Loan Party or Collateral, whether prepared by
Administrative Agents personnel or a third party, and (vi) all reasonable out-of- - - . All legal, accounting and consulting fees shall be charged to the Borrowers by the
Administrative Agents professionals at their full hourly rates, regardless of any reduced or
alternative fee billing arrangements that the Administrative Agent, any Lender or any of their
Affiliates may have with such professionals with respect to this or any other transaction that are
paid directly by the Administrative Agent, any Lender or any of their Affiliates. If, for any
reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is
determined that a higher Applicable Rate should have applied to a period than was actually applied,
then the proper margin shall be applied retroactively and Borrowers shall immediately pay to
Administrative Agent, for the Pro Rata benefit of Lenders, an amount equal to the difference
between the amount of interest and fees that would have accrued using the proper margin and the
amount actually paid. All amounts payable by Borrowers under this Section shall be due on
demand
 Indemnification by the Borrowers Indemnitee property Property




---



##### 



provided
 Reimbursement by Lenders provided Section 2.11(d)
 Waiver of Consequential Damages, Etc. law Law
 Payments
 Survival
 10.05 10.05Payments Set Aside.




---



##### 



10.06 10.06Successors and Assigns.
 Successors and Assigns Generally
 Assignments by Lenders provided
 provided however




---



##### 



Schedule 10.06
 Sections 3.01 3.04 3.05 10.04
 Register Register , the Lenders




---



##### 



Participations Participant provided
 provided Section 10.01 Sections
3.01 3.04 3.05 Section 10.08 provided Section
2.13 2.14
 Limitations upon Participant Rights Section 3.01 3.04 Section 3.01 Section 3.01(e)
 Certain Pledges provided
 Electronic Execution of Assignments




---



##### 



law Law
 Special Purpose Funding Vehicles Granting Lender SPC provided Section 2.12(b)(ii) Section 3.04
 Resignation as L/C Issuer after Assignment provided however




---



##### 



Section 2.03(c)) Section
2.03(i)
 10.07 10.07Treatment of Certain Information; Confidentiality.
 laws Laws swap or derivative transaction
relating to the Borrowers and their obligations Bank Product
 Information provided




---



##### 



10.08 10.08Right of Set-off. law Law provided
 10.09 10.09Interest Rate Limitation. Maximum Rate
 10.10 10.10Counterparts.
 10.11 10.11Integration.
 1




---



##### 



provided
 10.12 10.12Survival of Representations and Warranties.
 10.13 10.13Severability.
 10.14 10.14Replacement of Lenders. Section 3.04 Section 3.01 or if any Lender fails to give its consent to any amendment,
waiver or action for which consent of all Lenders was required and Required Lenders consented, Section 10.06 provided
  Section 3.05




---



##### 



Section 3.04 Section 3.01
   10.15 [Reserved].
 10.16 10.15 Governing Law. (a) PROVIDED
 (a) (b) FORUM NON CONVENIENS
 10.17 10.16Waiver of Right to Trial by Jury.




---



##### 



10.18 10.17Time of the Essence.
 10.19 10.18Entire Agreement.
 10.19 [Reserved]
 10.20 10.20 Joint and Several Liability.




---



##### 



10.21 10.21Contribution and Indemnification between the Borrowers. Accommodation Payment UFTA UFCA
 10.22 Agency of Imation for Enterprises. Enterprises hereby appoints Imation as its agent for
all purposes relevant to this Agreement and the other Loan Documents, including the giving and
receipt of notices and the execution and delivery of all documents, instruments and certificates
contemplated herein and all modifications hereto. Any acknowledgement, consent, direction,
certification or other action which might otherwise be valid or effective only if given or taken by
both of the Borrowers or by Enterprises,




---



##### 



acting singly, shall be valid and effective if given or taken only by Imation, whether or not
Enterprises joins therein.
 10.22 Agency of Imation for Enterprises. Enterprises hereby designates Imation
(Borrower Agent) as its representative and agent for all purposes under the Loan Documents,
including requests for Loans and Letters of Credit, designation of interest rates, delivery or
receipt of communications, preparation and delivery of Borrowing Base and financial reports,
receipt and payment of Obligations, requests for waivers, amendments or other accommodations,
actions under the Loan Documents (including in respect of compliance with covenants), and all other
dealings with the Administrative Agent, L/C Issuer or any Lender. Borrower Agent hereby accepts
such appointment. The Administrative Agent and the Lenders shall be entitled to rely upon, and
shall be fully protected in relying upon, any notice or communication (including any notice of
borrowing) delivered by Borrower Agent on behalf of either Borrower. The Administrative Agent and
the Lenders may give any notice or communication with a Borrower hereunder to Borrower Agent on
behalf of such Borrower. Each of the Administrative Agent, L/C Issuer and the Lenders shall have
the right, in its discretion, to deal exclusively with Borrower Agent for any or all purposes under
the Loan Documents. Each Borrower agrees that any notice, election, communication, representation,
agreement or undertaking made on its behalf by Borrower Agent shall be binding upon and enforceable
against it.
 10.23 USA Patriot Act Notice. USA
Patriot Act (Title III of Pub. L 107-56 (signed into law on October 26, 2001)) (the
Act) Act 10.24IN WITNESS WHEREOF,the parties hereto have caused this Agreement
to be duly executed as of the date first above written.
 IMATION CORP.By:Name:Title:IMATION ENTERPRISES CORP.By:Name:Title: 6




---



##### 



SCHEDULE 1.01(e)
  OutstandingFronted By:
    
    L/C Number
    
    Amount
    
    Beneficiary
    
    Expiration
    
    Evergreen
    
    NotesBank of America
    
    
    *
    *
    
    $
    580,000
    
    
    Sentry Insurance A Mutual Company
    
    
    09/30/09
    
    
    YesBank of America
    
    
    *
    *
    
    $
    786,800
    
    
    Liberty Mutual Insurance Company
    
    
    08/31/09
    
    
    YesBank of America
    
    
    *
    *
    
    $
    590,000
    
    
    St. Paul Fire and Marine Insurance Co.
    
    
    07/31/09
    
    
    YesOutstanding Trade
LC BalanceBank of America
    
    
    *
    *
    
    $
    2,156,591
    
    
    Orion Electric Co. Ltd.
    
    
    06/26/09
    
    
    NoBank of America
    
    
    *
    *
    
    $
    3,430,250
    
    
    Orion Electric Co. Ltd.
    
    
    07/21/09
    
    
    No
 
 **
    
    The appearance of a double asterisk denotes confidential information that has been omitted from
the exhibit and filed separately, accompanied by a confidential treatment request, with the
Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities and Exchange Act of
1934.




---



##### 



SCHEDULE 2.01
  Lender
    
    Commitment
    
    Pro Rata ShareBank of America, N.A.
    
    $
    36,923,076.92307690
    
    
    
    18.4615384615
    %Wells Fargo Bank, National Association
    
    $
    30,769,230.76923080
    
    
    
    15.3846153846
    %The Bank of Tokyo-Mitsubishi UFJ,
Ltd., Chicago Branch
    
    $
    30,769,230.76923080
    
    
    
    15.3846153846
    %Fifth Third Bank
    
    $
    30,769,230.76923080
    
    
    
    15.3846153846
    %JPMorgan Chase Bank, N.A.
    
    $
    24,615,384.61538460
    
    
    
    12.3076923076
    %U.S. Bank National Association
    
    $
    24,615,384.61538460
    
    
    
    12.3076923076
    %Citibank, N.A.
    
    $
    10,769,230.76923080
    
    
    
    5.3846153846
    %HSBC Bank USA, N.A.
    
    $
    10,769,230.76923080
    
    
    
    5.3846153846
    %Total
    
    $
    200,000,000.00000000
    
    
    
    100
    %




---



##### 



SCHEDULE 5.05
  Material Indebtedness
  Other Material Liabilities




---



##### 



SCHEDULE 5.06
  Philips Litigation




---



##### 



Philips II Litigation
  SanDisk Litigation
  5




---



##### 



6




---



##### 



SCHEDULE 5.09




---



##### 



SCHEDULE 5.12




---



##### 



SCHEDULE 5.13
  Part A  Borrowers, Subsidiaries and Acquisitions
 Jurisdiction
    
    Holder(s)of
    
    ofName
    
    Organization
    
    Equity InterestsImation Corp.
    
    Delaware
    
    Widely HeldImation Enterprises Corp.
    
    Delaware
    
    Imation Corp.Imation Mercosur Trading S.A.
    
    Uruguay
    
    Imation Latin America Corp.Imation Electronics Mexico S.A. de C.V.
    
    Mexico
    
    Imation Corp. 
Imation Enterprises Corp.Imation Latin America Corp.
    
    Delaware
    
    Imation Enterprises Corp.Imation Latin America Marketing S.A.
    
    Panama
    
    Imation Latin America Corp.Imation do Brasil Ltda.
    
    Brazil
    
    Imation Latin America Corp.Imation Latin America Marketing S.A.Imation Chile S.A.
    
    Chile
    
    Imation Latin America Corp.Imation Mexico S.A. de C.V.
    
    Mexico
    
    Imation Latin America Corp. and 
Imation Latin America Marketing,
S.A.Imation Funding Corp.
    
    Delaware
    
    Imation Corp.IMN Data Storage LLC
    
    Delaware
    
    Imation Corp.IMN Data Storage Holdings CV
    
    Netherlands
    
    Imation Corp.
IMN Data Storage LLCImation Argentina S.A.
    
    Argentina
    
    Imation Corp.Imation Colombia S.A.
    
    Colombia
    
    Imation Corp. 
Imation Enterprises Corp. 
Imation Funding CorpImation Canada Inc.
    
    Canada
    
    Imation Corp.Imation (Thailand) Ltd.
    
    Thailand
    
    Imation Corp., Imation Enterprises 
Corp., Imation Funding Corp., Mr. 
Thomas Joseph Lally, Mr. Peter Aaron 
Koehn, Mr. John L. Sullivan, and 
Imation Asia Pacific Pte. Ltd.Imation Holdings Pte Ltd.
    
    Singapore
    
    Imation Corp.Imation Asia Pacific Pte Ltd.
    
    Singapore
    
    Imation Holdings Pte Ltd.Imation ANZ Pty Ltd.
    
    Australia
    
    Imation Asia Pacific Pte Ltd.Imation (Shanghai) Co. Ltd.
    
    China
    
    Imation Asia Pacific Pte Ltd.




---



##### 



Jurisdiction
    
    Holder(s)of
    
    ofName
    
    Organization
    
    Equity InterestsImation (Guangzhou) International Co. Ltd.
    
    China
    
    Imation Asia Pacific Pte Ltd.Imation (Tianjin) International Co. Ltd.
    
    China
    
    Imation Asia Pacific Pte Ltd.Imation Information Technology (Beijing) Ltd.
    
    China
    
    Imation Asia Pacific Pte Ltd.Imation Hong Kong Ltd.
    
    Hong Kong
    
    Imation Asia Pacific Pte Ltd.Imation Recording Media (Hong Kong) Co. Ltd.
    
    Hong Kong
    
    Imation Asia Pacific Pte Ltd.Imation Corp.Imation India Private Ltd.
    
    India
    
    Imation Asia Pacific Pte Ltd.Imation Corporation Japan
    
    Japan
    
    Imation Asia Pacific Pte Ltd.Imation Korea, Inc.
    
    Korea
    
    Imation Asia Pacific Pte Ltd.Imation (Malaysia) SDN.BHD.
    
    Malaysia
    
    Imation Asia Pacific Pte Ltd.Imation Singapore Pte. Ltd.
    
    Singapore
    
    Imation Asia Pacific Pte Ltd.Imation Taiwan Ltd.
    
    Taiwan
    
    Imation Asia Pacific Pte Ltd.Memorex Products (Taiwan) Inc.
    
    Taiwan
    
    Imation Asia Pacific Pte Ltd.Imation Europe B.V.
    
    Netherlands
    
    Imation Corp.Imation France S.A.
    
    France
    
    Imation Europe B.V. 
Imation Enterprises Corp. 
Luc Janssen, Joe Gote and Brian 
PlummerImation Deutschland GmbH
    
    Germany
    
    Imation Europe B.V.Imation S.r.I
    
    Italy
    
    Imation Europe B.V.
TME GmbHImation Iberia, S.A.
    
    Spain
    
    Imation Europe B.V.Imation Middle East FZE
    
    U.A.E.
    
    Imation Europe B.V.Imation U.K. Limited
    
    United Kingdom
    
    Imation Europe B.V.TME GmbH
    
    Germany
    
    Imation Europe B.V.Imation Polska Sp z.o.o.
    
    Poland
    
    Imation Corp.Imation Ireland Limited
    
    Ireland
    
    Imation Corp.Global Data Media FZ-LLC
    
    U.A.E.
    
    Imation Corp. 
Moser Baer India, Ltd.Glyphics Media, Inc.
    
    New York
    
    Global Data Media FZMBI International FZ-LLC
    
    U.A.E.
    
    Global Data Media FZMBI International Services Private Ltd.
    
    India
    
    MBI International FZ-LLCMBII India Marketing Private Ltd.
    
    India
    
    MBI International FZ-LLC
 10




---



##### 



Jurisdiction
    
    Holder(s)of
    
    ofName
    
    Organization
    
    Equity InterestsMemorex Products, Inc.
    
    California
    
    Imation Corp.Memorex Products Europe Ltd.
    
    United Kingdom
    
    Imation Corp.Hanny Magnetics Europe Limited
    
    United Kingdom
    
    Imation Corp.Memorex GmbH
    
    Germany
    
    Imation Corp.
 Authorized and Issued Equity Interests
 Loan Party/Pledged Foreign Subsidiary
    
    Authorized
    
    IssuedImation Corp.
    
    
    125,000,000
    *
    
    
    37,882,705
    *Imation Enterprises Corp.
    
    
    1,000
    
    
    
    1,000Imation Funding Corp.
    
    
    1,000
    
    
    
    100Imation Latin America Corp.
    
    
    100
    
    
    
    100Memorex Products, Inc.
    
    
    10,000
    
    
    
    200IMN Data Storage LLC
    
    
    N/A
    
    
    
    N/AImation Electronics México, S.A. de C.V.
    
    
    296,325
    
    
    
    296,325Imation Canada Inc.
    
    Unlimited
    
    
    316,476.513Imation Holdings Pte Ltd.
    
    
    34,400,048
    
    
    
    34,400,048Imation Ireland Limited
    
    
    1,000,002
    
    
    
    250,000Imation México, S.A. de C.V.
    
    
    5,913,628
    
    
    
    5,913,628IMN Data Storage Holdings CV
    
    
    1,000
    
    
    
    205Imation Europe B.V.
    
    
    N/A
    
    
    
    N/AImation do Brasil Ltda.
    
    
    N/A
    
    
    
    N/AImation Polska Sp z.o.o.
    
    
    1,500,000
    
    
    
    13,748
 
 *
    
    As of May 1, 2009 11




---



##### 



Acquisitions
     Part B  Rights Agreements
 
 12




---



##### 



Part C  Other Equity Interests of Borrowers
 Loan Party
    
    Equity Investment
    
    Percentage InterestImation Corp.
    
    O-Mass (Subsidiary of Tandberg Storage ASA), Norway
    
    <
    10.0
    %Imation Corp.
    
    Inphase Technologies, Inc., Delaware
    
    <
    10.0
    %Imation Corp.
    
    Exabyte Corporation, Delaware
    
    
    11.1
    %Imation Corp.
    
    21VC Fund II, LP, Delaware
    
    
    5
    %Imation Corp.
    
    Hummer Winblad Venture Partners II, LP, Delaware
    
    
    5
    %
 13




---



##### 



SCHEDULE 5.15
   14




---



##### 



SCHEDULE 5.17
  Intellectual Property Rights
  Intellectual Property Claims




---



##### 



SCHEDULE 5.20
  1.
    
    Mexico has labor unions pursuant to legal requirements.2.
    
    Certain employees in Europe belong to labor unions and there may be collective bargaining
agreements (negotiated industry wide) that apply in Europe. In addition, the company is
required to have works councils in certain locations in Europe which must be consulted
regarding various actions by the business.




---



##### 



SCHEDULE 5.23
  Name and Address of Bank
    
    Account No.
    
    PurposeBank of America
Bank of America Plaza 
901 Main St., 7th Floor
Dallas, TX 75202
    
    **
Imation Enterprises Corp.
    
    Collection AccountBank of America
Bank of America Plaza
901 Main St., 7th Floor
Dallas, TX 75202
    
    ** 
Imation Enterprises Corp.
    
    Collection AccountBank of America 
Bank of America Plaza
901 Main St., 7th Floor
Dallas, TX 75202
    
    **
Imation Enterprises Corp.
    
    Collection Account  LockboxBank of America 
Bank of America Plaza
901 Main St., 7th Floor
Dallas, TX 75202
    
    ** 
Imation Enterprises Corp.
    
    Collection Account  LockboxBank of America 
Bank of America Plaza
901 Main St., 7th Floor
Dallas, TX 75202
    
    ** 
Imation Enterprises Corp.
    
    Collection Account  LockboxBank of America 
Bank of America Plaza 
901 Main St., 7th Floor
Dallas, TX 75202
    
    **
Imation Corp.
    
    Collection AccountBank of America 
Bank of America Plaza
901 Main St., 7th Floor
Dallas, TX 75202
    
    ** 
Imation Corp.
    
    Transfer  Tax paymentsBank of America 
Bank of America Plaza 
901 Main St., 7th Floor
Dallas, TX 75202
    
    ** 
Imation Enterprises Corp.
    
    Disbursement AccountBank of America 
Bank of America Plaza 
901 Main St., 7th Floor
Dallas, TX 75202
    
    ** 
Imation Enterprises Corp.
    
    Disbursement AccountBank of America 
Bank of America Plaza 
901 Main St., 7th Floor
Dallas, TX 75202
    
    ** 
Imation Corp.
    
    Disbursement Account
 
 **
    
    The appearance of a double asterisk denotes confidential information that
has been omitted from the exhibit and filed separately, accompanied by a confidential
treatment request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of
the Securities Exchange Act of 1934.




---



##### 



Name and Address of Bank
    
    Account No.
    
    PurposeBank of America 
Bank of America Plaza 
901 Main St., 7th Floor
Dallas, TX 75202
    
    ** 
IMN Data Storage LLC
    
    Collection AccountBank of America 
Bank of America Plaza
901 Main St.,
7th Floor

Dallas, TX 75202
    
    ** 
Imation Latin America
Corp.
    
    Collection AccountBank of America
200 Front Street West 
Toronto, ON M5V 3L2
Canada
    
    ** 
Imation Enterprises Corp.
    
    CAD Collection AccountBank of America 
200 Front Street West 
Toronto, ON M5V 3L2
Canada
    
    ** 
Memorex Products, Inc.
    
    CAD Collection AccountBank of America
5 Canada Square 
London E14 5AQ
United Kingdom
    
    ** 
Imation Enterprises Corp.
    
    CAD Collection AccountJPMorgan Chase 
300 S. Riverside Plaza, 10th Floor
Chicago, IL 60606
    
    ** 
Imation Corp.
    
    Disbursement AccountJPMorgan Chase 
300 S. Riverside Plaza, 10th Floor
Chicago, IL 60606
    
    **
Imation Corp.
    
    Disbursement AccountJPMorgan Chase
300 S. Riverside Plaza, 10th Floor
Chicago, IL 60606`
    
    **
Imation Enterprises Corp.
    
    Disbursement AccountCitibank
233 S. Wacker Drive, 86th Floor
Chicago, IL 60606
    
    **
Imation Enterprises Corp.
    
    Transfer  TradeHarris Bank
111 Monroe Street, 9 West
Chicago, IL 60603
    
    **
Imation Enterprises Corp.
    
    Disbursement AccountHSBC Bank
1 HSBC Center, 14th Floor
Buffalo, NY 14203
    
    **
Imation Enterprises Corp.
    
    Collection AccountUS Bank
800 Nicollet Mall
Minneapolis, MN 55402
    
    **
Imation Corp.
    
    Transfer  Payroll
 
 **
    
    The appearance of a double asterisk denotes confidential information that
has been omitted from the exhibit and filed separately, accompanied by a confidential
treatment request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of
the Securities Exchange Act of 1934.




---



##### 



SCHEDULE 5.25
  1.
    
    Asset Purchase Agreement, dated May 7, 2007, among Hopper Radio of Florida, Inc.,
Memcorp, Inc., Memcorp Asia Limited and Imation Corp.2.
    
    Acquisition Agreement, dated April 19, 2007, by and between Imation Corp. and TDK
Corporation.3.
    
    Acquisition Agreement, dated January 19, 2006, by and between Imation Corp. and
Memorex International Inc.4.
    
    Inducement Agreement, dated January 19, 2006, among Hanny Holding Limited, Hanny
Magnetics (B.V.I.) Limited, Investor Capital Management Asia Limited, Investor Capital
Partners  Asia Fund L.P, Global Media Limited, Memorex Holdings Limited and Imation
Corp.5.
    
    Restated Certificate of Incorporation of Imation.6.
    
    Amended and Restated Bylaws of Imation.7.
    
    Rights Agreement between Imation and The Bank of New York, as Rights Agent, dated
as of June 21, 2006.8.
    
    First Amendment to Rights Agreement, dated as of July 30, 2007.9.
    
    Amended and Restated Certificate of Designation, Preferences and Rights of Series A
Junior Participating Preferred Stock.10.
    
    Shareholders Agreement in relation to Global Data Media FZ-LLC.11.
    
    Amendment Agreement to Shareholders Agreement in relation to Global Data Media
FZ-LLC.12.
    
    Trademark License Agreement, dated July 31, 2007, by and between Imation Corp. and
TDK Corporation.13.
    
    IMN Trademark License Agreement, dated July 31, 2007, by and between IMN Data
Storage Holdings C.V. and TDK Corporation.




---



##### 



14.
    
    Supply Agreement, dated July 31, 2007, by and between Imation Corp. and TDK
Corporation.15.
    
    Investor Rights Agreement, dated July 31, 2007, by and between Imation Corp. and
TDK Corporation.16.
    
    Indemnity Agreements between Imation and each of its directors.17.
    
    Employment Closure Agreement between Imation Corp. and Bruce Henderson.18.
    
    Amendment to Bruce Hendersons Performance Option Agreement.19.
    
    Amendment to Employment Agreement between Imation and Bruce Henderson.20.
    
    Imation 1996 Employee Stock Incentive Program.21.
    
    1996 Directors Stock Compensation Program, as amended May 8, 2002.22.
    
    Imation 2000 Stock Incentive Plan, as amended.23.
    
    Restricted Stock Award Agreement between Imation and Frank Russomanno24.
    
    Compensatory arrangement between Imation and Frank Russomanno.25.
    
    2000 Stock Incentive Plan Restricted Stock Award Agreements  Executive Officers.26.
    
    Amendment to 2000 Stock Incentive Plan Restricted Stock Award Agreements 
Executive Officers.27.
    
    Amendment to 2000 Employee Stock Incentive Plan Restricted Stock Award Agreements
  Executive Officers.28.
    
    2000 Stock Incentive Plan Stock Option Agreements  Executive Officers.29.
    
    2000 Stock Incentive Plan Stock Option Agreements  Employees.30.
    
    Restricted Stock Award Agreements  Employees 2004.31.
    
    Restricted Stock Award Agreements  Executive Officers 2004.




---



##### 



32.
    
    Stock Option Agreements  Employees 2004.33.
    
    Stock Option Agreements  Executive Officers 2004.34.
    
    Imation 2005 Stock Incentive Plan, as amended November 9, 2005.35.
    
    Imation 2005 Stock Incentive Plan Stock Option Agreement  Employees.36.
    
    Imation 2005 Stock Incentive Plan Stock Option Agreement  Executive Officers.37.
    
    Amendment to 2005 Stock Incentive Plan Option Agreement  Executive Officers.38.
    
    Imation 2005 Stock Incentive Plan Stock Option Agreement  Directors.39.
    
    Amendment to 2005 Stock Incentive Plan Stock Option Agreement  Directors.40.
    
    Imation 2005 Stock Incentive Plan Restricted Stock Award Agreement  Employees.41.
    
    Imation 2005 Stock Incentive Plan Restricted Stock Award Agreement  Executive
Officers.42.
    
    Amendment to 2005 Stock Incentive Plan Restricted Stock Award Agreement 
Executive Officers.43.
    
    Imation 2005 Stock Incentive Plan Restricted Stock Award Agreement  Directors.44.
    
    Amendment to 2005 Stock Incentive Plan Restricted Stock Award Agreement 
Directors.45.
    
    Amendment to 2004 and 2005 Executive Officer Option Agreements under the 2000
Employee Stock Incentive Plan.46.
    
    Amendment to 2005 Stock Option Agreement  Non-Employee Directors.47.
    
    Non-Employee Director Option Agreement.48.
    
    Amendment to 2005 Restricted Stock Award Agreement  Non-Employee Directors.49.
    
    Non-Qualified Stock Option Agreement for Executive Officers under the Imation Corp.
2005 Stock Incentive Plan




---



##### 



50.
    
    Non-Employee Director Restricted Stock Award Agreement.51.
    
    Executive Officer Option Agreement.52.
    
    Executive Officer Restricted Stock Award Agreement.53.
    
    Non-Employee Director Restricted Stock Award Agreement.54.
    
    Executive Officer Option Agreement.55.
    
    Executive Officer Restricted Stock Award Agreement.56.
    
    Imation Corp. 2008 Stock Incentive Plan.57.
    
    Non-Qualified Stock Option Agreement for Executive Officers under the Imation Corp.
2008 Stock Incentive Plan.58.
    
    Non-Qualified Stock Option Agreement for Directors under the Imation Corp. 2008
Stock Incentive Plan.59.
    
    Restricted Stock Agreement for Executive Officers under the Imation Corp. 2008
Stock Incentive Plan.60.
    
    Restricted Stock Agreement for Directors under the Imation Corp. 2008 Stock
Incentive Plan.61.
    
    Description of 2008 Annual Bonus Plan Target Approval.62.
    
    Description of 2009 Annual Bonus Plan Target Approval.63.
    
    Amended and Restated Severance Agreement with Executive Officers.64.
    
    Directors Compensation Program, as amended.65.
    
    Imation Excess Benefit Plan.66.
    
    Employment Offer Letter from Imation Corp. to Mark E. Lucas.67.
    
    Guaranty by Imation Corp. in favor of Citigroup Inc. dated as of September 24,
2003.




---



##### 



SCHEDULE 7.01
  Jurisdiction
    
    Debtor
    
    Secured Party
    
    Filing Information
    
    CollateralDelaware
Secretary of State
    
    Imation Corp.
    
    Cisco Systems
Capital
    
    File No. 30288376
Filed: 1/16/2003
Lapse Date: 1/16/2013
    
    [Specific leased
equipment.]Continuation
File No. 20073000832
Filed: 8/7/2007Delaware
Secretary of
State
    
    Imation Corp.
    
    De Lage Landen
Financial
Services, Inc.
    
    File No. 43082072
Filed: 11/2/2004
Lapse Date: 11/2/2009
    
    [Specific equipment]Debtor Amendment
File No. 43573534
Filed: 12/17/2007Collateral Amendment
File No. 43681444
Filed: 12/30/2004Delaware
Secretary of
State
    
    Imation Corp.
    
    The CIT 
Group/Equipment
Financing, Inc.
    
    File No. 50645128
Filed: 3/1/2005
Lapse Date: 3/1/2010
    
    [Specific equipment]Delaware
Secretary of
State
    
    Imation Corp.
    
    Wells Fargo
Equipment
Finance, Inc.
    
    File No. 52546241
Filed: 8/16/2005
Lapse Date: 8/16/2010
    
    [Specific equipment]Assignment
File No. 20080521193
Filed: 2/12/2008Delaware
Secretary of
State
    
    Imation Corp.
    
    Toyota Motor
Credit
Corporation
    
    File No. 20073738811
Filed: 10/3/2007
Lapse Date: 10/3/2012
    
    [Specific leased
equipment.]Delaware
Secretary of
State
    
    Imation Corp
    
    US Bancorp
    
    File No. 20073860763
Filed: 10/15/2007
Lapse Date:
10/15/2012
    
    [Specific leased
equipment.]Delaware
Secretary of
State
    
    Imation Corp.
    
    Banc of America
Leasing & 
Capital, LLC
    
    File No. 20074799010
Filed: 12/19/2007
Lapse Date:
12/19/2012
    
    [Specific equipment]Delaware Secretary
of State
    
    Imation Corp.
    
    Banc of America
Leasing & 
Capital, LLC
    
    File No. 20080030708 
Filed: 1/3/2008
Lapse Date: 1/3/2013
    
    [Specific equipment]Delaware Secretary
of State
    
    Imation Corp.
    
    Toyota Motor
Credit
Corporation
    
    File No. 20080844967
Filed: 3/10/2008
Lapse Date: 3/10/2013
    
    [Specific equipment]




---



##### 



Jurisdiction
    
    Debtor
    
    Secured Party
    
    Filing Information
    
    CollateralDelaware
Secretary of
State
    
    Imation Corp.
    
    Banc of America
Leasing &
Capital, LLC
    
    File No. 20081533650
Filed: 5/2/2008
Lapse Date: 5/2/2013
    
    [Specific equipment]Delaware
Secretary of
State
    
    Imation Corp.
    
    Toyota Motor
Credit
Corporation
    
    File No. 20081559564
Filed: 5/6/2008
Lapse Date: 5/6/2013
    
    [Specific equipment]Collateral Amendment
File No. 20081618360
Filed: 5/9/2008Delaware
Secretary of
State
    
    Imation Corp.
    
    Toyota Motor
Credit
Corporation
    
    File No. 20081650447
Filed: 5/13/2008
Lapse Date: 5/13/2013
    
    [Specific equipment]Delaware
Secretary of
State
    
    Imation Corp.
    
    Toyota Motor
Credit
Corporation
    
    File No. 20082302840
Filed: 7/7/2008
Lapse Date: 7/7/2013
    
    [Specific equipment]Delaware
Secretary of
State
    
    Imation Corp.
    
    Toyota Motor
Credit 
Corporation
    
    File No. 20082543674
Filed: 7/24/2008
Lapse Date: 7/24/2013
    
    [Specific equipment]Delaware
Secretary of
State
    
    Imation Corp.
    
    Banc of America
Leasing &
Capital, LLC
    
    File No. 20084190466
Filed: 12/17/2008
Lapse Date:
    
    [Specific equipment]12/17/2013Delaware
Secretary of
State
    
    Imation Corp.
    
    Banc of America
Leasing &
Capital, LLC
    
    File No. 20090384922
Filed: 2/4/2009
Lapse Date: 2/4/2014
    
    [Specific equipment]Delaware
Secretary of
State
    
    Imation Enterprises
Corp.
    
    Hewlett-Packard
Financial
Services
Company
    
    File No. 42192476
Filed: 8/4/2004
Lapse Date: 8/4/2009
    
    [Leased equipment.]Delaware
Secretary of
State
    
    Imation Enterprises
Corp.
    
    Wells Fargo
Equipment
Finance, Inc.
    
    File No. 51655613
Filed: 5/31/2005
Lapse Date: 5/31/2010
    
    [Specific equipment]Assignment
File No. 20080521185
Filed: 2/12/2008California
Secretary of
State
    
    Memorex Products
Inc.
    
    NMHG Financial
Services Inc.
    
    File No. 0230160702
Filed: 10/28/2002
Lapse Date:
    
    [Leased equipment]10/28/2012Continuation
File No. 0771137382
Filed: 05/14/2007




---



##### 



Jurisdiction
    
    Debtor
    
    Secured Party
    
    Filing Information
    
    CollateralCalifornia
Secretary of
State
    
    Memorex Products,
Inc.
    
    NMHG Financial
Services, Inc.
    
    File No. 0327960876
Filed: 10/3/2003
Lapse Date: 10/3/2013
    
    [Leased equipment]Continuation
File No. 0871669013
Filed: 7/29/2008California
Secretary of
State
    
    Memorex Products,
Inc.
    
    Toyota Motor
Credit
Corporation
    
    File No. 057036692462
Filed: 8/2/2005
Lapse Date: 8/2/2010
    
    [Specific equipment]California
Secretary of
State
    
    Memorex Products Inc
    
    Wells Fargo
Financial
Leasing, Inc.
    
    File No. 067092402343
Filed: 11/17/2006
Lapse Date:
    
    [Specific leased
equipment]11/17/2011
  Beneficiary
    
    L/C Number
    
    Amount and Currency
    
    Expiry DateNational Westminster
    
    00000003052899
    
    E 1,776,000.00 EUR
    
    09/18/09ANZ Banking Group
    
    00000068026088
    
    1,174,861.35 AUD
    
    03/30/12




---



##### 



SCHEDULE 7.02
  Other Equity Interests of Borrowers
 Loan Party
    
    Equity Investment
    
    Percentage InterestImation Corp.
    
    O-Mass (Subsidiary of Tandberg Storage ASA),
Norway
    
    < 10.0%Imation Corp.
    
    Inphase Technologies, Inc., Delaware
    
    < 10.0%Imation Corp.
    
    Exabyte Corporation, Delaware
    
    
    11.1
    %Imation Corp.
    
    21VC Fund II, LP, Delaware
    
    
    5
    %Imation Corp.
    
    Hummer Winblad Venture Partners II, LP, Delaware
    
    
    5
    %




---



##### 



Other Investments
  Contributing Loan Party2
    
    Recipient Subsidiary
    
    Currency
    
    Contribution
    
    Exchange Rate
    
    US$ EquivImation Corp.
    
    Imation (Thailand)
    
    USD
    
    $
    39,000
    
    
    
    1.00
    
    
    $
    39,000Imation Corp.
    
    Imation Holdings Pte.
    
    USD
    
    $
    22,472,000
    
    
    
    1.00
    
    
    $
    22,472,000Imation Corp.
    
    Imation Corp. Japan
    
    USD
    
    $
    14,103,000
    
    
    
    1.00
    
    
    $
    14,103,000Imation Corp.
    
    IMN Data Storage Holdings CV
    
    USD
    
    $
    27,292,000
    
    
    
    1.00
    
    
    $
    27,292,000Imation Corp.
    
    Imation Electronics Mexico
    
    USD
    
    $
    245,000
    
    
    
    1.00
    
    
    $
    245,000Imation Corp.
    
    Imation Argentina
    
    USD
    
    $
    23,331,000
    
    
    
    1.00
    
    
    $
    23,331,000Imation Corp.
    
    Imation Colombia
    
    USD
    
    $
    1,225,000
    
    
    
    1.00
    
    
    $
    1,225,000Imation Corp.
    
    Imation Venezuela
    
    USD
    
    $
    1,350,000
    
    
    
    1.00
    
    
    $
    1,350,000Imation Corp.
    
    Imation Latin America Marketing
    
    USD
    
    $
    2,513,000
    
    
    
    1.00
    
    
    $
    2,513,000Imation Corp.
    
    Imation Costa Rica
    
    USD
    
    $
    1,220,000
    
    
    
    1.00
    
    
    $
    1,220,000Imation Corp.
    
    Imation El Salvador
    
    USD
    
    $
    522,000
    
    
    
    1.00
    
    
    $
    522,000Imation Corp.
    
    Imation Europe BV
    
    USD
    
    $
    99,759,000
    
    
    
    1.00
    
    
    $
    99,759,000Imation Corp.
    
    Imation Ireland
    
    USD
    
    $
    3,030,000
    
    
    
    1.00
    
    
    $
    3,030,000Imation Funding Corp.
    
    Imation Europe BV
    
    USD
    
    $
    113,938,000
    
    
    
    1.00
    
    
    $
    113,938,000Imation Corp.
    
    Imation Canada
    
    USD
    
    $
    2,325,000
    
    
    
    1.00
    
    
    $
    2,325,000Imation Corp.
    
    Global Data Media
    
    USD
    
    $
    2,039,000
    
    
    
    1.00
    
    
    $
    2,039,000Imation Latin America Corp.
    
    Imation Mexico
    
    USD
    
    $
    1,054,000
    
    
    
    1.00
    
    
    $
    1,054,000Imation Latin America Corp.
    
    Imation Brazil
    
    USD
    
    $
    11,090,000
    
    
    
    1.00
    
    
    $
    11,090,000Imation Latin America Corp.
    
    Imation Chile
    
    USD
    
    $
    2,281,000
    
    
    
    1.00
    
    
    $
    2,281,000Imation Corp.
    
    Imation Caribe
    
    USD
    
    $
    832,000
    
    
    
    1.00
    
    
    $
    832,000Imation Corp.
    
    Imation Polska
    
    USD
    
    $
    5,565,000
    
    
    
    1.00
    
    
    $
    5,565,000
 
 2
    
    The Contributing Loan Party is the entity that records and tracks the capital
contribution on its books, however it is not necessarily the parent of the subsidiary being
capitalized.




---



##### 



Contributing Loan Party3
    
    Recipient Subsidiary
    
    Currency
    
    Contribution
    
    Exchange Rate
    
    US$ EquivMemorex Products Inc.
    
    Memorex Products Europe Ltd. *
    
    USD
    
    $
    6,121,396
    
    
    
    1.00
    
    
    $
    6,121,396Imation Corp.
    
    Imation Data Storage CV *
    
    USD
    
    $
    10,000,000
    
    
    
    1.00
    
    
    $
    10,000,000Imation Latin America Corp.
    
    Imation Mexico
    
    MXN
    
    
    50,000,000
    
    
    
    13.20
    
    
    $
    3,787,879
  Lender
    
    Borrower
    
    Currency
    
    Principal Amount
    
    Exchange Rate
    
    US$ EquivImation Corp.
    
    Memorex Products Europe Ltd.
    
    USD
    
    $
    2,000,000
    
    
    
    1.00
    
    
    $
    2,000,000Imation Corp.
    
    Imation ANZ Pty Ltd
    
    AUD
    
    
    1,819,736
    
    
    
    0.7962
    
    
    $
    1,448,783Imation Corp.
    
    Imation ANZ Pty Ltd
    
    AUD
    
    
    3,058,104
    
    
    
    0.7962
    
    
    $
    2,434,709Imation Corp.
    
    Imation ANZ Pty Ltd
    
    AUD
    
    
    476,260
    
    
    
    0.7962
    
    
    $
    379,174Imation Corp.
    
    Imation ANZ Pty Ltd
    
    AUD
    
    
    1,552,795
    
    
    
    0.7962
    
    
    $
    1,236,258Imation Corp.
    
    Imation ANZ Pty Ltd
    
    AUD
    
    
    1,100,209
    
    
    
    0.7962
    
    
    $
    875,931Imation Corp.
    
    Imation ANZ Pty Ltd
    
    AUD
    
    
    1,870,504
    
    
    
    0.7962
    
    
    $
    1,489,201Imation Corp.
    
    Imation Shanghai
    
    CNY
    
    
    1,317,528
    
    
    
    6.8281
    
    
    $
    192,957Imation Corp.
    
    IMN Data Storage CV
    
    USD
    
    $
    23,617,755
    
    
    
    1.00
    
    
    $
    23,617,755Imation Corp.
    
    Imation Europe BV
    
    EUR
    
    
    3,000,000
    
    
    
    1.4090
    
    
    $
    4,227,000Imation Corp.
    
    Imation Europe BV
    
    EUR
    
    
    14,400,000
    
    
    
    1.4090
    
    
    $
    20,289,600Memorex Products Inc.
    
    Memorex Products Europe Ltd.
    
    USD
    
    $
    6,121,396
    
    
    
    1.00
    
    
    $
    6,121,396Total
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    64,312,765
 
 3
    
    The Contributing Loan Party is the entity that records and tracks the capital
contribution on its books, however it is not necessarily the parent of the subsidiary being
capitalized.
    
    Capitalization will be in the form of forgiveness of intercompany loan listed above.
    
    Imation Corp. is currently contemplating a loan to Imation Data Storage CV for
$10,000,000 to repay a loan from Imation Europe BV to Imation Data Storage CV.




---



##### 



SCHEDULE 7.03
  Material Indebtedness as of March 31, 2009
 Aggregate CommittedName of Obligor
    
    Name of Creditor
    
    Principal Amount
    
    Nature of Debt
    
    Maturity DateImation Corp.
    
    Citibank N.A.
    
    PLN 2,000,000
    
    Letter of Credit
    
    VariableImation Corp.
    
    Citibank N.A.
    
    USD 50,000 PSLE/USD1,000,000 SR
    
    Foreign Exchange
    
    VariableImation Corp.
    
    Citibank N.A.
    
    USD 150,000
    
    Omnibus Line
    
    VariableImation Corp.
    
    Citibank N.A.
    
    USD 10,000,000
    
    Bills of Exchange
    
    VariableImation Corp.
    
    Citibank N.A.
    
    CHF 13,800
    
    Bank Guarantee
    
    VariableImation Corp.
    
    Citibank N.A.
    
    EUR 46,000
    
    Bank Guarantee
    
    VariableImation Corp.
    
    Citibank N.A.
    
    USD 10,000,000
    
    Bills of Exchange
    
    VariableImation Corp.
    
    Citibank N.A.
    
    USD 400,000
    
    Bank Guarantee/Letter
    
    Variableof CreditImation Corp.
    
    Citibank N.A.
    
    USD 50,000
    
    Checks Purchased
    
    VariableImation Corp.
    
    Citibank N.A.
    
    HKD 200,000
    
    Corporate Card
    
    VariableImation Corp.
    
    National Westminster
    
    EUR 1,776,000
    
    Letter of Credit
    
    09/18/09Imation Corp.
    
    ANZ Banking Group
    
    AUD 1,833,000
    
    Letter of Credit
    
    9/9/13
 Other Material Indebtedness




---



##### 



SCHEDULE 7.03(A)  OTHER INDEBTEDNESS




---



##### 



SCHEDULE 10.02
  IMATION CORP.
IMATION ENTERPRISES CORP.:
 
 Attention:
    
    Matthew SkluzacekTelephone:
    
    (651) 704-4311Facsimile:
    
    (651) 704-4415Electronic Mail:
    
    mskluzacek@imation.comWebsite Address:
    
    www.imation.com
 ADMINISTRATIVE AGENT:
 Administrative Agents Office
(for payments and Requests for Credit Extensions):
 
 Attention:
    
    Division PresidentTelephone:
    
    (312) 904-6394Facsimile:
    
    (312) 992-1501
 with a copy to:
 
 Attention:
    
    Robert LundTelephone:
    
    (262) 207-3285Facsimile:
    
    (312) 453-3438




---



##### 



L/C ISSUER:
 
 Attention:
    
    Division PresidentTelephone:
    
    (312) 904-6394Facsimile:
    
    (312) 992-1501
 with a copy to:
 
 Attention:
    
    Robert LundTelephone:
    
    (262) 207-3285Facsimile:
    
    (312) 453-3438
 LENDERS:
 BANK OF AMERICA, N.A.,
 For Requests for Credit Extensions :
 
 Attention:
    
    Division PresidentTelephone:
    
    (312) 904-6394Facsimile:
    
    (312) 992-1501
 with a copy to:
 
 Attention:
    
    Robert LundTelephone:
    
    (262) 207-3285Facsimile:
    
    (312) 453-3438




---



##### 



THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
 For Requests for Credit Extensions :
 
 Attention:
    
    Scott AckermanTelephone:
    
    (952) 473-7894Facsimile:
    
    (952) 473-5152Electronic Mail:
    
    sackerman@us.mufg.jp
 Notices (other than Requests for Credit Extensions) :
 th
 Attention:
    
    Rolando UyTelephone:
    
    (201) 413-8570Facsimile:
    
    (201) 521-2304Electronic Mail:
    
    N/A




---



##### 



JPMORGAN CHASE BANK, N.A.
 For Requests for Credit Extensions:
 
 Attention:
    
    Daisy EadesTelephone:
    
    (312) 732-7569Facsimile:
    
    (312) 377-1108Electronic Mail:
    
    daisy.m.eades@chase.com
 Notices (other than Requests for Credit Extensions):
 
 Attention:
    
    Fe NaviamosTelephone:
    
    (312) 732-7519Facsimile:
    
    (312) 377-1108Electronic Mail:
    
    fe.c.naviamos@chase.com
 U.S. BANK NATIONAL ASSOCIATION
 For Requests for Credit Extensions:
 
 Attention:
    
    John FrazierTelephone:
    
    (612) 303-3720Facsimile:
    
    (612) 303-2265Electronic Mail:
    
    gaylen.frazier@usbank.com
 Notices (other than Requests for Credit Extensions) :
 
 Attention:
    
    Barbara CampbellTelephone:
    
    (920) 237-7951Facsimile:
    
    (920) 237-7993Electronic Mail:
    
    complex_credits_oshkosh@usbank.com




---



##### 



WELLS FARGO BANK, NATIONAL ASSOCIATION
 For Requests for Credit Extensions:
 th
 Attention:
    
    Brian BuckTelephone:
    
    (612) 667-3857Facsimile:
    
    (612) 667-2276Electronic Mail:
    
    brian.r.buck@wellsfargo.com
 Notices (other than Requests for Credit Extensions):
 th
 Attention:
    
    Greg StraussTelephone:
    
    (612) 667-7775Facsimile:
    
    (612) 667-2276Electronic Mail:
    
    gregory.j.strauss@wellsfargo.com
 CITIBANK NA
 For Requests for Credit Extensions :
 
 Attention:
    
    Lakeisha SullivanTelephone:
    
    (302) 894-6118Facsimile:
    
    (212) 994-0849Electronic Mail:
    
    lakeisha.sullivan@citi.com@citi.com
 Notices (other than Requests for Credit Extensions):
 
 Attention:
    
    Lakeisha SullivanTelephone:
    
    (302) 894-6118Facsimile:
    
    (212) 994-0849Electronic Mail:
    
    lakeisha.sullivan@citi.com@citi.com




---



##### 



FIFTH THIRD BANK
 For Requests for Credit Extensions :
 
 Attention:
    
    Gary LoseyTelephone:
    
    (513) 534-7757Facsimile:
    
    (513) 534-5947Electronic Mail:
    
    gary.losey@53.com
 Notices (other than Requests for Credit Extensions):
 
 Attention:
    
    Pam WillingerTelephone:
    
    (513) 534-6724Facsimile:
    
    (513) 534-5947Electronic Mail:
    
    pam.willinger@53.com
 
 Attention:
    
    Christin BellTelephone:
    
    (513) 358-2633Facsimile:
    
    (513) 534-5947Electronic Mail:
    
    christin.bell@53.com




---



##### 



HSBC BANK USA, N.A.
 For Requests for Credit Extensions :
 
 Attention:
    
    Molly DrennanTelephone:
    
    (312) 357-3994Facsimile:
    
    (312) 357-3999Electronic Mail:
    
    molly.j.drennan@us.hsbc.com
 Notices (other than Requests for Credit Extensions) :
 th
 Attention:
    
    Donna RileyTelephone:
    
    (716) 841-4178Facsimile:
    
    (716) 841-0269Electronic Mail:
    
    donna.l.riley@us.hsbc.com




---



##### 



SCHEDULE 10.06
  Assignment Fee provided however plus
 Transaction:
    
    Assignment Fee:First four concurrent assignments or
suballocations to members of an Assignee Group
(or from members of an Assignee Group, as
applicable)
    
    
    -0-Each additional concurrent assignment or suballocation to
a member of such Assignee Group (or from a member of such
Assignee Group, as applicable)
    
    $
    500




---



##### 



EXHIBIT A
 FORM OF LOAN NOTICE
 
   Agreement Borrower
  o o
 1.
    
    By  [specify Borrower].2.
    
    On  (a Business Day).3.
    
    In the amount of $.4.
    
    Comprised of 
[Type of Loan requested]5.
    
    For Eurodollar Rate Loans: with an Interest Period of  months.
 Section 2.01(a)
 IMATION CORP., as Borrower AgentBy:Name:Title: A-1




---



##### 



EXHIBIT B
 FORM OF NOTE
 
 Borrower   Lender
     IMATION CORP.
    
    
    
    IMATION ENTERPRISES CORP.By:
    
    
    
    
    
    By:Name:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:
 B-1




---



##### 



LOANS AND PAYMENTS WITH RESPECT THERETO
 Amount ofPrincipal
    
    OutstandingType of
    
    Amount of
    
    End of
    
    or Interest
    
    PrincipalLoan
    
    Loan
    
    Interest
    
    Paid This
    
    Balance
    
    NotationBorrower
    
    Date
    
    Made
    
    Made
    
    Period
    
    Date
    
    This Date
    
    Made By
 B-2




---



##### 



EXHIBIT C
 FORM OF COMPLIANCE CERTIFICATE
 
   Agreement Imation Borrowers
 
 [Use following paragraph 1 for fiscal year-end financial statements]
 Schedule 1 Section 6.01(a)
 [Use following paragraph 1 for fiscal quarter-end financial statements]
 Schedule 1 Section 6.01(b)
 [Use following paragraph 1 for fiscal month-end financial statements]
 Schedule 1 Section 6.01(c)
  C-1




---



##### 



[select one:]
 [to the best knowledge of the undersigned during such fiscal period, the Borrowers performed
and observed each covenant and condition of the Loan Documents applicable to them.]
 or
 [the following covenants or conditions have not been performed or observed and the following
is a list of each such Default and its nature and status:]
 Article V Section
5.05 Section 6.01
 [Use following paragraph 5 for Compliance Certificates delivered during a Financial Covenant
Trigger Period as determined in accordance with Section 1 of Schedule 2 ]
 [is]/[is not] Section 7.11
 [Use following paragraph 5 for Compliance Certificates delivered during any time other than a
Financial Covenant Trigger Period as determined in accordance with Section 1 of Schedule 2 ]
 Schedule 2
 [Use following paragraph 6 for Compliance Certificates delivered at the end of each fiscal
year and fiscal quarter]
 [6. The average daily amount of Availability applicable to the immediately preceding fiscal
quarter was $[  ]. Attached hereto as Schedule 3 are calculations that support
such statement of average daily Availability.]
 C-2




---



##### 



IN WITNESS WHEREOF,
 C-3




---



##### 



Statement Date
 SCHEDULE 2
 I.
    
    LiquidityA.
    
    Availability1.
    
    Borrowing Base:
    
    $2.
    
    Aggregate Commitments:
    
    $3.
    
    Total Outstandings:
    
    $4.
    
    Availability (the amount by which (a) the
lesser of Line I.A.1 and Line I.A.2 exceeds (b)
Line I.A.3):
    
    $B.
    
    Unrestricted cash and Cash Equivalents:
    
    $C.
    
    Liquidity (Line I.A.4 + I.B)1:
    
    $D.
    
    150% of the Current Real Estate Amount
    
    $E.
    
    The greater of Line I.D. and $50,000,000
    
    $F.
    
    Has either an Event of Default occurred or
is Line I.C. less than Line I.E.?
    
    
    [Yes]/[No]If Yes, a Financial Covenant Trigger Period is in effect.
 
 1
    
    If less than $40,000,000 of the amount of Liquidity from Line I.C. is derived from Availability and
unrestricted cash and Cash Equivalents held in the United States in one or more accounts at Bank of
America or another U.S. financial institution, subject to one or more Deposit Account Control Agreements or
Investment Property Control Agreements with the Administrative Agent, then insert $0 in the corresponding
blank. C-4




---



##### 



II.
    
    Section 7.11(a)  Consolidated Fixed Charge Coverage Ratio.A.
    
    Consolidated EBITDA for four consecutive fiscal
quarters ending on above date (Subject Period):1.
    
    Consolidated Net Income for Subject Period:
    
    $2.
    
    Consolidated Interest Charges for Subject
Period:
    
    $3.
    
    Provision for income taxes for Subject Period:
    
    $4.
    
    Depreciation expenses for Subject Period:
    
    $5.
    
    Amortization expenses for intangibles for
Subject Period:
    
    $6.
    
    Non-cash charges from asset sales (other than
sales of inventory in the Ordinary Course of
Business), asset impairments (including
intangible asset impairments), severance,
employment compensation arrangements,
restructuring expenses and litigation accruals
for Subject Period:
    
    $7.
    
    To the extent increasing Consolidated Net
Income, non-cash gains from asset sales (other
than sales of inventory in the Ordinary Course
of Business) for Subject Period, and cash
payments made in such period on account of
non-cash charges expensed in a prior period:
    
    $8.
    
    Consolidated EBITDA (Lines II.A.1 + 2 + 3 + 4 +
5 + 6- 7):
    
    $B.
    
    Unfinanced Capital Expenditures:
    
    $C.
    
    Consolidated Interest Charges:
    
    $D.
    
    Income taxes actually paid during
Subject Period:
    
    $E.
    
    Restricted Payments made in cash pursuant to
Section 7.06(d):
    
    $F.
    
    Scheduled principal payments for Indebtedness for
such Subject Period:
    
    $
 C-5




---



##### 



G.
    
    Scheduled amortization of the Original Real Estate
Base Amount for such
Subject Period:
    
    $H.
    
    Minimum Consolidated Fixed Charge Ratio:
((Line II.A.  II.B.  II.D.  II.E.) ÷ (II.C. + II.F. +
II.G.):
    
    $[Minimum permitted: 1.20:1.00
    
    to 1.00]2
 
 2
    
    Applicable during a Financial Covenant Trigger Period. C-6




---



##### 



EXHIBIT D
 ASSIGNMENT AND ASSUMPTION
 Assignment and Assumption Assignor Assignee Credit Agreement
 Assigned Interest
 1.
    
    Assignor[s]:2.
    
    Assignee[s]:  [for each Assignee, indicate
[Affiliate][Approved Fund] of [identify Lender]]3.
    
    Borrowers: Imation Corp. and Imation Enterprises Corp.
 D-1




---



##### 



4.
    
    Administrative Agent: Bank of America, N.A., as the administrative agent under the
Credit Agreement
 5.
    
    Credit Agreement: Credit Agreement, dated as of March 29, 2006 (as amended, modified
or supplemented from time to time), among Imation Corp. and Imation Enterprises Corp., as
Borrowers, the Lenders from time to time party thereto, and Bank of America, N.A., as
Administrative Agent and L/C Issuer.
 6.
    
    Assigned Interest[s]:
 AggregateAmount of
    
    Amount of
    
    PercentageCommitment/Loan
    
    Commitment/Loans
    
    Assigned ofFacility Assigned
    
    for all Lenders*
    
    Assigned*
    
    Commitment/Loans
    
    CUSIP___________
    
    $___________
    
    $___________
    
    ___________%___________
    
    $___________
    
    $___________
    
    ___________%___________
    
    $___________
    
    $___________
    
    ___________%
 [7.
    
    Trade Date: ]
 
  ASSIGNOR
[NAME OF ASSIGNOR]By:Title:ASSIGNEE
[NAME OF ASSIGNEE]By:Title: 
 *
    
    Amount to be adjusted by the counterparties to take in
account any payments or prepayments made between the Trade Date and the
Effective Date. D-2




---



##### 



Consented to and Accepted:BANK OF AMERICA, N.A., asAdministrative AgentBy:Title:Consented to:IMATION CORP.IMATION ENTERPRISES CORP.By:Title:
 D-3




---



##### 



ANNEX 1 TO ASSIGNMENT AND ASSUMPTION
 
   Representations and Warranties
 Assignor
 Assignee
 D-4




---



##### 



Payments
 General Provisions
 D-5




---



##### 



EXHIBIT E
 FORM OF GUARANTY
 Guaranty  Guarantor Guarantors Administrative
Agent
 Imation Enterprises Borrower Borrowers Lender Lenders Credit Agreement
   SECTION
1 Definitions; Interpretation
 Terms Defined in Credit Agreement
 Certain Defined Terms
 Bankruptcy Code et
seq
 Guaranteed Obligations Section 2
 Guaranteed Parties
 E-1




---



##### 



Guarantor Documents
 Insolvency Proceeding
 Subordinated Debt Section 7
 Interpretation Sections 1.02 1.05
 SECTION
2 Guaranty
 Guaranty Section
15 Guaranteed Obligations
 Limitation of Guaranty
 E-2




---



##### 



SECTION
3 Liability of Guarantors
          E-3




---



##### 



Consents of Guarantors
    E-4




---



##### 



SECTION
5 Guarantor Waivers
 Certain Waivers
   E-5




---



##### 



Additional Waivers
 Independent Obligations
 Financial Condition of Borrowers
 SECTION
6 Subrogation
 E-6




---



##### 



SECTION
7 Subordination
 Subordination to Payment of Guaranteed Obligations Subordinated Debt
 No Payments Subordinated Debt Payments Article VII Section 7 Section 7 Section 7
 E-7




---



##### 



Subordination of Remedies
     Subordination Upon Any Distribution of Assets of the Borrowers
 Authorization to Administrative Agent
  E-8




---



##### 



SECTION 8 Continuing Guaranty
  Section 7.05(g)
 Payments
  E-9




---



##### 



provided
    provided
 E-10




---



##### 



Status of Lenders
       Section 8.03
 Section 9
 E-11




---



##### 



SECTION 10 Representations and Warranties
 Organization and Powers
 Authorization; No Conflict
 Binding Obligation
 Governmental Consents
 No Prior Assignment
 Solvency
 E-12




---



##### 



Consideration
 Independent Investigation .
 SECTION 11 Reporting Covenant
 SECTION 12 Additional Affirmative Covenants
 Preservation of Existence, Etc. Section 7.04 7.05
 Further Assurances and Additional Acts
 Credit Agreement Covenants Articles VI VII
 E-13




---



##### 



Governmental Consents
 SECTION
13 Notices Section 13 Section 13
 SECTION
14 No Waiver; Cumulative Remedies
 SECTION
15 Costs and Expenses; Indemnification
 Costs and Expenses
 E-14




---



##### 



Indemnification Indemnitee provided
 Interest Section 15
 Payment Section 15
 Survival Section 15
 E-15




---



##### 



SECTION
16 Right of Set-Off
 SECTION
17 Marshalling; Payments Set Aside Section 17
 SECTION
18 Benefits of Guaranty
 SECTION
19 Binding Effect; Assignment
 Binding Effect
 E-16




---



##### 



Assignment Section 10.04 Section 16 Section 15
 SECTION 20 Governing Law and Jurisdiction
   Section 10.02 Process Agent
 E-17




---



##### 



Section 20
 SECTION 21 Waiver of Jury Trial
 SECTION 22 Entire Agreement; Amendments and Waivers
 SECTION 23 Severability
 E-18




---



##### 



SECTION 24 Reserved
 Judgment Currency Judgment
Currency Agreement Currency Section 25
 Future Guarantors Acceding Subsidiary Section 6.13 Exhibit G
 Counterparts
 E-19




---



##### 



IMATION FUNDING CORP.ByTitle:Address;c/oAttn.:Fax No. IMATION LATIN AMERICA CORP.ByTitle:Address;c/oAttn.:Fax No. E-20




---



##### 



EXHIBIT F
 OPINION MATTERS
  
    
    Section 5.01(a), (b) and (c)
    
    Section 5.02
    
    Section 5.03
    
    Section 5.04
    
    Section 5.06
    
    Section 5.14(b)
 F-1




---



##### 



EXHIBIT G
 FORM OF JOINDER AGREEMENT
 Joinder     Joining Party Administrative Agent
 Imation Enterprises Borrower Borrowers Lender Lenders L/C Issuer Credit Agreement
    Section 26
  G-1




---



##### 



provided however THIS JOINDER SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
  
 [Remainder of page intentionally left blank]
 G-2




---



##### 



[NEW SUBSIDIARY]By:Name:Title:  BANK OF AMERICA, N.A.,
as Administrative AgentBy:Name:Title: G-3




---



##### 



EXHIBIT H
 FORM OF SECURITY AND PLEDGE AGREEMENT
 H-1




---



##### 



EXECUTION COPY
   SECURITY AND PLEDGE AGREEMENT
   IMATION CORP.,
 IMATION ENTERPRISES CORP.,
   BANK OF AMERICA, N.A.,




---



##### 



Table of Contents
 PageARTICLE I DEFINED TERMS
    
    
    1SECTION 1.1
    
    Terms Defined in the Uniform Commercial Code
    
    
    1SECTION 1.2
    
    Definitions
    
    
    2SECTION 1.3
    
    Other Interpretive Provisions
    
    
    6ARTICLE II SECURITY INTEREST
    
    
    6SECTION 2.1
    
    Grant of Security Interest
    
    
    6SECTION 2.2
    
    Partnership/LLC Interests
    
    
    8SECTION 2.3
    
    Grantors Remain Liable
    
    
    9ARTICLE III REPRESENTATIONS AND WARRANTIES
    
    
    9SECTION 3.1
    
    Organization; Power; Qualification
    
    
    9SECTION 3.2
    
    Authorization of Agreement; Compliance with Laws; Non Contravention
    
    
    10SECTION 3.3
    
    Governmental Approvals
    
    
    10SECTION 3.4
    
    Perfected First Priority Liens
    
    
    10SECTION 3.5
    
    Title, No Other Liens
    
    
    11SECTION 3.6
    
    State of Organization; Location of Inventory, Equipment and Fixtures; other
Information
    
    
    11SECTION 3.7
    
    Accounts
    
    
    11SECTION 3.8
    
    Chattel Paper
    
    
    12SECTION 3.9
    
    Commercial Tort Claims
    
    
    12SECTION 3.10
    
    Deposit Accounts and Securities Accounts
    
    
    12SECTION 3.11
    
    Intellectual Property
    
    
    12SECTION 3.12
    
    Inventory
    
    
    13SECTION 3.13
    
    Investment Property; Partnership/LLC Interests
    
    
    13SECTION 3.14
    
    Instruments
    
    
    13SECTION 3.15
    
    Government Contracts
    
    
    13SECTION 3.16
    
    Aircraft
    
    
    13ARTICLE IV COVENANTS
    
    
    14SECTION 4.1
    
    Maintenance of Perfected Security Interest; Further Information
    
    
    14SECTION 4.2
    
    Maintenance of Insurance
    
    
    14SECTION 4.3
    
    Changes in Locations; Changes in Name or Structure
    
    
    14SECTION 4.4
    
    Required Notifications
    
    
    15SECTION 4.5
    
    Delivery Covenants
    
    
    15SECTION 4.6
    
    Control Covenants
    
    
    15SECTION 4.7
    
    Filing Covenants
    
    
    17SECTION 4.8
    
    Accounts
    
    
    17SECTION 4.9
    
    Intellectual Property
    
    
    18SECTION 4.10
    
    Investment Property; Partnership/LLC Interests
    
    
    19SECTION 4.11
    
    Equipment
    
    
    20
 i




---



##### 



PageSECTION 4.12
    
    Vehicles
    
    
    20SECTION 4.13
    
    Government Contracts
    
    
    20SECTION 4.14
    
    Real Estate Collateral
    
    
    20SECTION 4.15
    
    Trademark Licenses
    
    
    20SECTION 4.16
    
    Further Assurances
    
    
    21ARTICLE V REMEDIAL PROVISIONS
    
    
    21SECTION 5.1
    
    General Remedies
    
    
    21SECTION 5.2
    
    Specific Remedies
    
    
    22SECTION 5.3
    
    Waiver of Certain Claims
    
    
    24SECTION 5.4
    
    Application of Proceeds
    
    
    25SECTION 5.5
    
    Waiver, Deficiency
    
    
    25ARTICLE VI THE ADMINISTRATIVE AGENT
    
    
    26SECTION 6.1
    
    Appointment of Administrative Agent as Attorney-In-Fact
    
    
    26SECTION 6.2
    
    Duty of Administrative Agent
    
    
    28SECTION 6.3
    
    Authority of Administrative Agent
    
    
    28ARTICLE VII MISCELLANEOUS
    
    
    28SECTION 7.1
    
    Notices
    
    
    28SECTION 7.2
    
    Amendments, Waivers and Consents
    
    
    28SECTION 7.3
    
    Expenses, Indemnification, Waiver of Consequential Damages, etc.
    
    
    28SECTION 7.4
    
    Right of Set Off
    
    
    30SECTION 7.5
    
    Governing Law; Jurisdiction; Venue; Service of Process
    
    
    30SECTION 7.6
    
    Waiver of Jury Trial
    
    
    31SECTION 7.7
    
    Injunctive Relief
    
    
    31SECTION 7.8
    
    No Waiver By Course of Conduct; Cumulative Remedies
    
    
    31SECTION 7.9
    
    Successors and Assigns
    
    
    32SECTION 7.10
    
    Survival of Indemnities
    
    
    32SECTION 7.11
    
    Titles and Captions
    
    
    32SECTION 7.12
    
    Severability of Provisions
    
    
    32SECTION 7.13
    
    Counterparts
    
    
    32SECTION 7.14
    
    Integration
    
    
    33SECTION 7.15
    
    Advice of Counsel; No Strict Construction
    
    
    33SECTION 7.16
    
    Acknowledgements
    
    
    33SECTION 7.17
    
    Releases
    
    
    33SECTION 7.18
    
    Additional Grantors
    
    
    34SECTION 7.19
    
    All Powers Coupled With Interest
    
    
    34
 ii




---



##### 



SCHEDULES
 Schedule 3.6
    
    Exact Legal Name; Jurisdiction of Organization; Taxpayer Identification Number; Registered Organization Number; Mailing Address;
Chief Executive Office and other LocationsSchedule 3.9
    
    Commercial Tort ClaimsSchedule 3.10
    
    Deposit AccountsSchedule 3.11
    
    Intellectual PropertySchedule 3.12
    
    Inventory Subject to Licensing LimitationsSchedule 3.13
    
    Investment Property and Partnership/LLC Interests
 iii




---



##### 



Agreement Imation Borrower Borrowers Grantors Administrative
Agent
 STATEMENT OF PURPOSE
 Third Amendment Credit Agreement
     DEFINED TERMS
 Terms Defined in the Uniform Commercial Code
 Accession Account Account Debtor Authenticate Certificated Security Chattel Paper Commercial Tort Claim Deposit Account Documents Electronic Chattel Paper Equipment Farm Products Fixture General Intangible Goods Instrument Inventory Investment Company Security Investment Property Letter of Credit Rights Proceeds Record Registered Organization Securities Account Securities
Entitlement Securities Intermediary Security Supporting
Obligation Tangible Chattel Paper Uncertificated Security




---



##### 



Definitions
 Additional Grantor Section 7.18 Section 6.13
 Agreement
 Assignment of Claims Act
 Capital Stock Section 2.1
 Collateral Section 2.1
 Control
 Controlled Depository Section 4.6
 Controlled Intermediary Section 4.6
 Copyrights Schedule 3.11
 Copyright Licenses Schedule
3.11
 Effective Endorsement and Assignment
 2




---



##### 



Excluded Capital Stock
 Excluded Deposit Account
 Excluded Investment Property
 Government Contract
 Grantors
 Intellectual Property
 Issuer
 Material Intellectual Property
 3




---



##### 



Schedule 3.11 Section 4.9
 Non-Material Intellectual Property
 OFAC
 Partnership/LLC Interests
 Patents Schedule
3.11
 Patent License Schedule 3.11
 Pledged Capital Stock
 4




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##### 



Pledged Partnership/LLC Agreement Section
2.2(a)
 Sanctioned Person
 Secured Obligations
 Secured Parties
 Securities Act Section 5.3
 Security Interests Article
II
 Trademarks Schedule 3.11
 Trademark License Schedule 3.11
 5




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##### 



Vehicles
 Other Interpretive Provisions
  SECURITY INTEREST
 Grant of Security Interest Collateral
  6




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##### 



Schedule 3.9
                provided Capital Stock Shares
 7




---



##### 



provided further provided further
  Partnership/LLC Interests
 Section 7.17 Section 2.2
  8




---



##### 



Section 2.2
 Grantors Remain Liable
  REPRESENTATIONS AND WARRANTIES
  Organization; Power; Qualification
 9




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##### 



Authorization of Agreement; Compliance with Laws; Non Contravention
 Governmental Approvals
 Perfected First Priority Liens Schedule 3.6
 10




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##### 



Title, No Other Liens
 State of Organization; Location of Inventory, Equipment and Fixtures; other
Information
 Schedule 3.6 Section 4.3
 Schedule 3.6 Section 4.3 Schedule 3.6 Section 4.3
 Schedule
3.6
 Schedule 3.6 Schedule 3.6 Schedule
3.6 Schedule 3.6
 Accounts
 11




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##### 



Chattel Paper
 Commercial Tort Claims Schedule 3.9
 Deposit Accounts and Securities Accounts Schedule 3.10
 Intellectual Property
 Schedule 3.11 Section 4.9
 Schedule 3.11 Section 4.9
 Schedule 5.17 Schedule 5.17
 12




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Inventory Schedule 3.12 Schedule 3.12
 Investment Property; Partnership/LLC Interests
 Schedule 3.13 Section 4.3
   Instruments
 Government Contracts
 Aircraft
 13




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##### 



COVENANTS
 Section 7.2
 Maintenance of Perfected Security Interest; Further Information
 Section 3.4
  Maintenance of Insurance Section 6.07
 Changes in Locations; Changes in Name or Structure Schedules
 Schedule 3.10
 Section 4.5 Schedule 3.13
 Schedule 3.6
 14




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##### 



Required Notifications
 Delivery Covenants
 Control Covenants
 Controlled Depositary Controlled Intermediary
 15




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##### 



Sections 4.6(a) 4.6(b) Stored Collateral
 16




---



##### 



Section 4.6(c)
 Filing Covenants
 Accounts
   17




---



##### 



Intellectual Property
    18




---



##### 



Schedule 3.11
   Investment Property; Partnership/LLC Interests
   19




---



##### 



Equipment
 Vehicles
 Government Contracts
 Real Estate Collateral
 Oakdale Mortgage Oakdale
Property
 Schedule 4.14(b) Section 4.14(b)
 Trademark Licenses
 20




---



##### 



Further Assurances
  REMEDIAL PROVISIONS
 General Remedies
 21




---



##### 



Specific Remedies
     Section 5.4
 22




---



##### 



23




---



##### 



provided Section 8.02(d)
 Section 5.2(b) provided
 Waiver of Certain Claims
 Securities
Act
 24




---



##### 



Section 5.3(b) Section 5.3(b)
 Application of Proceeds
 Waiver, Deficiency
 25




---



##### 



THE ADMINISTRATIVE AGENT
 Appointment of Administrative Agent as Attorney-In-Fact
      26




---



##### 



Section 6.1(a)
 Section 10.04
 27




---



##### 



Section 6.1(a)
 Duty of Administrative Agent
 Authority of Administrative Agent
  MISCELLANEOUS
 Notices Section 10.02 provided Schedule 10.02
 Amendments, Waivers and Consents Section 10.01
 Expenses, Indemnification, Waiver of Consequential Damages, etc
 28




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##### 



Section 10.04
 Section 3.01
  Section 10.04
  Section 7.3
  Section 7.3
 29




---



##### 



Right of Set Off provided
 Governing Law; Jurisdiction; Venue; Service of Process
 Governing Law
 Submission to Jurisdiction
 Waiver of Venue
 30




---



##### 



Service of Process Section 10.16
 Appointment of Imation as Agent for the Grantors
 Waiver of Jury Trial
 Injunctive Relief
   No Waiver By Course of Conduct; Cumulative Remedies
 31




---



##### 



Section 7.2
 Successors and Assigns
 Survival of Indemnities Section 7.3
 Titles and Captions
 Severability of Provisions
 Counterparts
 32




---



##### 



Integration provided
 Advice of Counsel; No Strict Construction
 Acknowledgements
       Releases
  33




---



##### 



provided
 Additional Grantors Section 6.13
 All Powers Coupled With Interest
  34




---



##### 



IMATION CORP., as GrantorBy:Name:Title:IMATION ENTERPRISES CORP., as Grantor and IssuerBy:Name:Title:IMATION FUNDING CORP., as Grantor and IssuerBy:Name:Title:IMATION LATIN AMERICA CORP., as Grantor and IssuerBy:Name:Title:MEMOREX PRODUCTS, INC., as Grantor and IssuerBy:Name:Title:




---



##### 



IMN DATA STORAGE LLC, as Grantor and IssuerBy:Name:Title:




---



##### 



Acknowledged and Agreed to in its respective
capacity as an Issuer as of the date first written
above:
IMATION ELECTRONICS
MEXICO S.A. DE C.V., as IssuerBy:Name:Title:IMN DATA STORAGE HOLDINGS CV,
as IssuerBy:Name:Title:IMATION DO BRASIL LTDA., as IssuerBy:Name:Title:IMATION MEXICO S.A. DE C.V., as IssuerBy:Name:Title:IMATION CANADA INC., as IssuerBy:Name:Title:




---



##### 



IMATION HOLDINGS PTE LTD., as IssuerBy:Name:Title:IMATION EUROPE B.V., as IssuerBy:Name:Title:IMATION POLSKA SP. Z.O.O., as IssuerBy:Name:Title:IMATION IRELAND LIMITED, as IssuerBy:Name:Title:




---



##### 



BANK OF AMERICA, N.A., as Administrative AgentBy:Name:Title:




---



##### 



SCHEDULE 3.6




---



##### 



SCHEDULE 3.9




---



##### 



SCHEDULE 3.10
  Address ofFinancial
    
    
    
    
    
    FinancialGrantor
    
    Institution
    
    Account Number
    
    Institution
    
    Account Purpose




---



##### 



SCHEDULE 3.11    *
        
 *
    
    Each item marked with * is classified as Material
Intellectual Property.




---



##### 



SCHEDULE 3.13
 [ ]
 Percentage ofOwnership Interestsof such Class andName of Issuer
    
    Class and Series
    
    
    Par Value
    
    
    Certificate Number
    
    
    Series
   Address of FinancialFinancial Institution
    
    Account Number
    
    
    Institution
    
    
    Account Purpose
 Percentage of OwnershipInterests of suchClass andName of Issuer
    
    Class and Series
    
    
    Par Value
    
    
    Series
 [ ]
 Name of Issuer (including of identification of   type of entity)

    
    Type of Ownership Interest
    
    
    Certificate Number (if any)
    
    
    Percentage of  Ownership Interests of  such Type