Exhibit 10.1**SECOND AMENDMENT TO CREDIT AGREEMENT**     This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment‘”), dated as of April *25*,2008, among IMATION CORP., a Delaware corporation (“Imation”), IMATION ENTERPRISES CORP., aDelaware corporation (“Enterprises”) (each of Imation and Enterprises being referred toherein as a “Borrower” and together as the “Borrowers”), each lender from time totime party to the Credit Agreement referred to below (each, a “Lender”, and collectively,the “Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the“Administrative Agent”) and L/C Issuer.**RECITALS**     A. The Borrowers, the Lenders, and the Administrative Agent are party to a CreditAgreement dated as of March 29, 2006, as amended by that Amendment to Credit Agreementdated as of July 24, 2007 (as so amended, the “Credit Agreement”), pursuant to whichthe Administrative Agent and the Lenders have extended certain credit facilities to the Borrower.     B. The Borrowers have requested that the Administrative Agent and the Lendersagree to certain amendments and waivers with respect to the Credit Agreement, and the Lendershave agreed to such request, subject to the terms and conditions of this Amendment.     NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are herebyacknowledged, the parties hereto hereby agree as follows:     1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein shallhave the meanings, if any, assigned to such terms in the Credit Agreement. As used herein, (a)“Amendment Documents” means this Amendment, the Credit Agreement (as amended by thisAmendment), the Guarantor Consent and each certificate and other document executed and delivered bythe Borrowers or any Guarantor pursuant to Section 6 hereof, and (b) “GuarantorConsent” means a Guarantor Consent in substantially the form attached hereto as ExhibitA.     2. Interpretation. The rules of interpretation set forth in Sections 1.02,1.03, 1.04, 1.05, 1.06 and 1.07 of the Credit Agreementshall be applicable to this Amendment and are incorporated herein by this reference.     3. Amendments to Credit Agreement. Subject to the terms and conditions hereof, andwith effect from and after the Effective Date, the Credit Agreement shall be amended as follows:     (a) Section 1.01 of the Credit Agreement shall be amended, at thedefinition of “Inactive Subsidiary”, by amending and restating such definition to read asfollows:     “Inactive Subsidiary” means, as of any time of determination, aSubsidiary that (a) is either (i) the Imation Club of the U.S., Inc. or ImationOnline Service Corp., or (ii) a Foreign Subsidiary, (b) has at such time less than$100,000 in assets, and (c) is not at such time engaged in any ongoing business.
 

 
     (b) Section 1.01 of the Credit Agreement shall be further amended, at the definitionof “Letter of Credit,” by amending and restating such definition to read as follows:   “Letter of Credit” means any letter of credit issued hereunder andshall include the Existing Letters of Credit. A Letter of Credit may be acommercial letter of credit or a standby letter of credit.     (c) Section 2.03(a)(iii)(C) of the Credit Agreement shall be amended and restated toread in full as follows:   (C) except as otherwise agreed by the Administrative Agent and the L/CIssuer, such Letter of Credit is in an initial stated amount less than $100,000, inthe case of a commercial Letter of Credit, or $500,000, in the case of a standbyLetter of Credit;     (d) Section 6.12 of the Credit Agreement shall be amended by adding the followinglanguage at the end thereof:“Notwithstanding the foregoing, the Borrower shall be under no obligation under thisSection 6.12 in respect of (i) Imation Data Storage LLC, a Delawarecorporation, provided and so long as such Person holds no material assets other thana 1% direct or indirect equity interest in Imation Data Storage Holdings CV, or (ii)Imation Online Service Corp., a New York corporation, provided and so long as suchPerson does not have assets in excess of $100,000, and conducts no businessactivities.”     (e) The Credit Agreement shall be further amended by amending and restatingSchedule 5.06 to read in full as that schedule attached hereto as ExhibitB.     (f) The Credit Agreement shall be further amended by amending and restating Schedule5.13 to read in full as that schedule attached hereto as Exhibit C.     (g) The Credit Agreement shall be further amended by amending and restating Schedule5.17 to read in full as that schedule attached hereto asExhibit D.     4. Waiver. The Lenders hereby waive, with effect from the date any delivery under suchsection is or was required, any requirement under Section 6.12 of the Credit Agreementsolely in relation to Imation Online Service Corp. and Imation Data Storage LLC.     5. Representations and Warranties. Each Borrower hereby represents and warrants to theAdministrative Agent and the Lenders as follows:     (a) After giving effect to this Amendment, no Default has occurred and is continuing.     (b) The execution, delivery and performance by each Borrower of this Amendment and of eachGuarantor of the Guarantor Consent have been duly authorized by all necessary corporate and otheraction and do not and will not require any registration with, consent orapproval of, or notice to or action by, any Person (including any Governmental Authority) in orderto be effective and enforceable.
2

 
     (c) The Amendment Documents constitute the legal, valid and binding obligations of eachBorrower and each Guarantor, as applicable, and are enforceable against each such Person inaccordance with their respective terms, without defense, counterclaim or offset.     (d) All representations and warranties of the Borrowers contained in Article V of theCredit Agreement are true and correct on and as of the Effective Date, except to the extent thatany such representation and warranty specifically relates to an earlier date.     (e) Each Borrower is entering into this Amendment on the basis of its own investigationand for its own reasons, without reliance upon the Administrative Agent, the Lenders or anyother Person.     6. Effective Date.     (a) This Amendment will become effective when each of the following conditions