AMENDMENT NO. 2 TO SENIOR SECURED CREDIT AGREEMENT (QUANTUM CORPORATION)

EXECUTION COPY

AMENDMENT NO. 2
TO SENIOR SECURED CREDIT AGREEMENT
(QUANTUM CORPORATION)

This AMENDMENT NO. 2 TO SENIOR SECURED CREDIT AGREEMENT (this “Amendment”), dated as of October 26, 2010, is entered into among QUANTUM CORPORATION, a Delaware corporation (the “Borrower”), each of the Lenders (as defined below) signatory hereto, and CREDIT SUISSE AG, Cayman Islands Branch (formerly known as “Credit Suisse, Cayman Islands Branch”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

PRELIMINARY STATEMENTS:

(1) The Borrower, the lenders from time to time party thereto (each a “Lender” and, collectively, the “Lenders”), the Administrative Agent, and the other parties thereto have entered into the Senior Secured Credit Agreement, dated as of July 12, 2007 (as supplemented, modified and amended as of the date hereof, the “Credit Agreement”). Capitalized terms not otherwise defined in this Amendment shall have the respective meanings ascribed to such terms in the Credit Agreement (as amended by this Amendment).

(2) The Borrower has requested the changes and modifications to the Credit Agreement hereinafter set forth.

(3) The Required Lenders are, on the terms and conditions stated below, willing to amend the Credit Agreement as hereinafter set forth.

SECTION 1. Amendments to Credit Agreement. The Credit Agreement is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2, hereby amended as follows:

(a) Section 1.01 of the Credit Agreement is hereby amended by adding the following definition in the appropriate alphabetical order:

“Amendment No. 2” means the Amendment No. 2 to Senior Secured Credit Agreement dated as of October 26, 2010, amending this Agreement.

“Amendment No. 2 Effective Date” means the date upon which all of the conditions precedent to effectiveness of Amendment No. 2, as specified in Section 2 thereof, have been satisfied.

(b) The definition of “Equity Interests” in Section 1.01 of the Credit Agreement is hereby amended by inserting the following before the period at the end thereof: “or the amount of the obligations thereunder determined by reference to the value of the common stock of the obligor thereof, or by reason of the fact that such Indebtedness includes warrants, options or other rights to acquire common stock of such obligor or the amount of any obligations thereunder are determined by reference to such warrants, options or other rights”.

(c) The definition of “Permitted Refinancing Indebtedness” in Section 1.01 of the Credit Agreement is hereby amended by (i) deleting the word “and” before clause (e) thereof and inserting a comma in its place, (ii) inserting at the beginning of clause (e) the phrase “other than any Refinancing Indebtedness issued or incurred to refinance the Indebtedness under that certain (x) Senior Subordinated Term Loan Agreement dated as of June 3, 2009 by and between the Borrower and EMC International Company (“EMC”) (the “Senior Subordinated EMC Indebtedness”) and (y) Supplemental Senior Subordinated Term Loan Agreement dated as of June 29, 2009 by and between the Borrower and EMC (together with the Senior Subordinated EMC Indebtedness, the “EMC Indebtedness”), and (iii) inserting immediately after clause (e) a new clause (f) to read as follows:

“and (f) in the case of any Refinancing Indebtedness issued or incurred to refinance any EMC Indebtedness or any Refinancing Indebtedness in respect thereof, such Refinancing Indebtedness contains covenants and events of default and is benefited by Guarantees, if any, which, taken as a whole, are determined in good faith by a Responsible Officer of the Borrower to be no less favorable to the Borrower or the applicable Subsidiary and the Lenders and the other Secured Parties in any material respect than the covenants and events of default or Guarantees, if any, in respect of Indebtedness under this Agreement, provided that such Refinancing Indebtedness (i) shall not contain any financial maintenance covenants, (ii) shall not mature any earlier than six months after the Maturity Date of the Indebtedness under the Term Facility, (iii) shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent, and (iv) shall bear an interest rate that, at the time of the incurrence or issuance of such Refinancing Indebtedness, shall be less than the cash interest rate of the EMC Indebtedness.”

(d) Section 7.06 of the Credit Agreement is hereby amended by inserting the following before the semicolon at the end of clause (d) thereof:

“and, to the extent that such issuance is used to refinance Existing Notes or any Permitted Refinancing Indebtedness in accordance with Section 7.14(a)(iii), the Borrower may issue and sell Qualified Preferred Equity Interests other than to any Subsidiary of the Borrower”.

(e) Section 7.14(a) of the Credit Agreement is hereby amended by inserting the following at the end of clause (iii)(A) thereof: “or the issuance by the Borrower of its common stock, other common Equity Interests or any Qualified Preferred Equity Interests”.

SECTION 2. Conditions to Effectiveness. The amendments set forth in Section 1 above shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied:

(a) The Administrative Agent shall have received counterparts of this Amendment executed by the Borrower and the Required Lenders;

(b) The Administrative Agent shall have received a consent to this Amendment (in the form attached hereto) executed by each Subsidiary Guarantor;

(c) The Borrower shall have paid to the Administrative Agent, for the account of each Lender that has duly executed and delivered to the Administrative Agent a counterpart of this Amendment prior to 12:00 p.m., New York City time on October 26, 2010, an amendment fee equal to 0.25 % of the aggregate principal amount of the Revolving Credit Commitments and/or Term Loans held by each such consenting Lender immediately prior to the Effective Date;

(d) The representations and warranties of the Loan Parties set forth in each of the Loan Documents shall be true and correct in all material respects on and as of the Effective Date (both before and after giving effect to this Amendment), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2(f), the representations and warranties contained in Sections 5.05(a) and (b) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) of the Credit Agreement, respectively; and no Default or Event of Default shall have occurred and be continuing as of the Effective Date; and

(e) The Borrower shall have paid such other fees and expenses of Credit Suisse and its Affiliates that are due and payable on or before the Effective Date as separately agreed by the Borrower.

SECTION 3. Representations and Warranties of the Borrower. The Borrower hereby represents and warrants that:

(a) The execution, delivery and performance by the Borrower of this Amendment, the execution and delivery by each Subsidiary Guarantor of its consent to this Amendment (in the form attached hereto), and the performance by the Borrower of the Credit Agreement, as amended hereby, have been duly authorized by all necessary corporate action.

(b) This Amendment has been duly executed and delivered by the Borrower. This Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally, and subject to the effects of general principles of equity (regardless whether considered in a proceeding in equity or at law).

SECTION 4. Reference to and Effect on the Loan Documents. On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment. The Credit Agreement and each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement or any other Loan Document.

SECTION 5. Costs, Expenses. The Borrower hereby agrees to pay on demand all accrued costs and expenses of the Administrative Agent pursuant to the Credit Agreement or in connection with this Amendment or the Credit Agreement, or any of the transactions contemplated hereby or thereby (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent).

SECTION 6. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or other electronic communication shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION 7. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 8. Waiver of Jury Trial. EACH PARTY SIGNATORY HERETO IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE ACTIONS OF THE ADMINISTRATIVE AGENT OR ANY LENDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

[Signature Pages Follow]

In WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be executed by their respective officers thereunto duly authorized, as of the date first above written.

QUANTUM CORPORATION,
as Borrower
By:	/s/ Xxxxx X. Xxxx
Name:	Xxxxx X. Xxxx
Title:	Vice President, General Counsel and Secretary

CREDIT SUISSE AG, CAYMAN ISLANDS				ARES ENHANCED LOAN
BRANCH (formerly known as “Credit Suisse				INVESTMENT STRATEGY III, LTD.,
Cayman islands Branch”) as Administrative				as a Lender
Agent, Collateral Agent and a Lender				By: Ares Enhanced Loan Management
				III, L.P., its Portfolio Manager
By:	/s/ Xxxxxx Xxxx			By: Ares Enhanced Loan III GP, LLC, its
Name:	Xxxxxx Xxxx			General Partner
Title:	Managing Director
				By:	/s/ Xxxx Xxxxx
By:	/s/ Xxxxx Xxxxxx			Name:	Xxxx Xxxxx
Name:	Xxxxx Xxxxxx			Title:	Authorized Signatory
Title:	Associate
				ARES ENHANCED LOAN
CoLTS 2007-1 LTD, as a Lender				INVESTMENT STRATEGY IR, LTD.,
By: Structured Asset Investors, LLC, as				as a Lender
Collateral Manager				By: Ares Enhanced Loan Management
By: Xxx Xxxx Asset Management, L.P., as				IR, L.P., its Portfolio Manager
submanager				By: Ares Enhanced Loan IR GP, LLC, its
				General Partner
By:	/s/ Xxxx Xxxxx
Name:	Xxxx Xxxxx			By:	/s/ Xxxx Xxxxx
Title:	Authorized Signatory			Name:	Xxxx Xxxxx
				Title:	Authorized Signatory
GLOBAL LOAN OPPORTUNITY
FUND B.V., a Lender				ARES XI CLO LTD., as a Lender
By: Ares Management Limited, its				By: Ares CLO Management XI, L.P., its
Portfolio Manager				Asset Manager
				By: Ares CLO GP XI, LLC, its General
By:	/s/ Xxxx Xxxxx			Partner
Name:	Xxxx Xxxxx
Title:	Authorized Signatory			By:	/s/ Xxxx Xxxxx
				Name:	Xxxx Xxxxx
ARES ENHANCED LOAN				Title:	Authorized Signatory
INVESTMENT STRATEGY II, LTD.
By: Ares Enhanced Loan Management II,				WESTCHESTER CLO, LTD., as a
L.P., its Portfolio Manager				Lender
By: Ares Enhanced Loan II GP, LLC, its				By: Highland Capital Management, L.P.,
General Partner				as a Collateral Servicer
				By: Strand Advisors, Inc., its General
By:	/s/ Xxxx Xxxxx			Partner
Name:	Xxxx Xxxxx
Title:	Authorized Signatory			By:	/s/ Xxxxx Xxxx
				Name:	Xxxxx Xxxx
				Title:	Operations Director

LOAN FUNDING VII LLC, as a Lender				HIGHLAND LOAN FUNDING V LTD.,
By: Highland Capital Management, L.P.,				as a Lender
as a Collateral Manager				By: Highland Capital Management, L.P.,
By: Strand Advisors, Inc., its General				as a Collateral Manager
Partner				By: Strand Advisors, Inc., its General
				Partner
By:	/s/ Xxxxx Xxxx
Name:	Xxxxx Xxxx			By:	/s/ Xxxxx Xxxx
Title:	Operations Director			Name:	Xxxxx Xxxx
				Title:	Operations Director
SOUTHFORK CLO LTD., as a Lender
By: Highland Capital Management, L.P.,				XXXXXXX CLO LTD., as a Lender
as a Collateral Manager				By: Highland Capital Management, L.P.,
By: Strand Advisors, Inc., its General				as a Collateral Manager
Partner				By: Strand Advisors, Inc., its General
				Partner
By:	/s/ Xxxxx Xxxx
Name:	Xxxxx Xxxx			By:	/s/ Xxxxx Xxxx
Title:	Operations Director			Name:	Xxxxx Xxxx
				Title:	Operations Director
RED RIVER CLO LTD., as a Lender
By: Highland Capital Management, L.P.,				GLENEAGLES CLO LTD., as a Lender
as a Collateral Manager				By: Highland Capital Management, L.P.,
By: Strand Advisors, Inc., its General				as a Collateral Manager
Partner				By: Strand Advisors, Inc., its General
				Partner
By:	/s/ Xxxxx Xxxx
Name:	Xxxxx Xxxx			By:	/s/ Xxxxx Xxxx
Title:	Operations Director			Name:	Xxxxx Xxxx
				Title:	Operations Director
JASPER CLO, LTD., as a Lender
By: Highland Capital Management, L.P.,				LOAN FUNDING IV LLC, as a Lender
as a Collateral Manager				By: Highland Capital Management, L.P.,
By: Strand Advisors, Inc., its General				as a Collateral Manager
Partner				By: Strand Advisors, Inc., its General
				Partner
By:	/s/ Xxxxx Xxxx
Name:	Xxxxx Xxxx			By:	/s/ Xxxxx Xxxx
Title:	Operations Director			Name:	Xxxxx Xxxx
				Title:	Operations Director

EASTLAND CLO LTD., as a Lender				CIFC FUNDING 2007-IV, LTD., as a
By: Highland Capital Management, L.P.,				Lender
as a Collateral Manager
By: Strand Advisors, Inc., its General				By:	/s/ Xxxxx Xxxxxxx
Partner				Name:	Xxxxx Xxxxxxx
				Title:	Co-Chief Investment Officer
By:	/s/ Xxxxx Xxxx
Name:	Xxxxx Xxxx			REGIMENT CAPITAL, LTD
Title:	Operations Director			By: Regiment Capital Management, LLC
				as its Investment Advisor
SPCP GROUP III LLC, as a Lender				By: Regiment Capital Advisors, LP its
				Manager and pursuant to delegated
By:	/s/ Xxxxx Xxxxxxxxx			authority
Name:	Xxxxx Xxxxxxxxx
Title:	Authorized Signatory			By:	/s/ Xxxx X. Xxxxxxxxxx
				Name:	Xxxx X. Xxxxxxxxxx
SPF CDO I, LTD., as a Lender				Title:	Authorized Signatory
By:	/s/ Xxxxx Xxxxxxxxx			CAVALRY CLO I, LTD
Name:	Xxxxx Xxxxxxxxx			By: Regiment Capital Management, LLC
Title:	Authorized Signatory			as its Investment Advisor
				By: Regiment Capital Advisors, LP its
VENTURE II CDO 2002, LIMITED				Manager and pursuant to delegated
By: its investment advisor, MJX Asset				authority
Management LLC, as a Lender				By: Regiment Capital Advisors, LLC its
				General Partner
By:	/s/ Xxx X. Xxxxxx
Name:	Xxx X. Xxxxxx			By:	/s/ Xxxx X. Xxxxxxxxxx
Title:	Managing Director			Name:	Xxxx X. Xxxxxxxxxx
				Title:	Authorized Signatory
VISTA LEVERAGED INCOME FUND
By: its investment advisor, MJX Asset				GENERAL ELECTRIC CAPITAL
Management LLC, as a Lender				CORPORATION, as a Lender
By:	/s/ Xxx X. Xxxxxx			By:	/s/ Xxxxxxx X. Xxxxxxx
Name:	Xxx X. Xxxxxx			Name:	Xxxxxxx X. Xxxxxxx
Title:	Managing Director			Title:	Duly Authorized Signatory

MC FUNDING, LTD				STONE TOWER CDO LTD.
By: Monroe Capital Management, LLC,				By: Stone Tower Debt Advisors LLC as
as Collateral Manager, as a Lender				its Collateral Manager, as a Lender
By:	/s/ Alex Franky			By:	/s/ Xxxxxxx X. XxxXxxxxx
Name:	Alex Franky			Name:	Xxxxxxx X. XxxXxxxxx
Title:	Director			Title:	Authorized Signatory
SILICON VALLEY BANK, as a Lender				STONE TOWER CLO III LTD.
				By: Stone Tower Debt Advisors LLC as
By:	/s/ Xxxx Xxxxxxxx			its Collateral Manager, as a Lender
Name:	Xxxx Xxxxxxxx
Title:	Director			By:	/s/ Xxxxxxx X. XxxXxxxxx
				Name:	Xxxxxxx X. XxxXxxxxx
TELOS CLO 2006-1, LTD.				Title:	Authorized Signatory
TELOS CLO 2007-2, LTD.
as Lenders				STONE TOWER CLO IV LTD.
By: Tricadia Loan Management				By: Stone Tower Debt Advisors LLC as
				its Collateral Manager, as a Lender
By:	/s/ Ro Toyoshima
Name:	Ro Toyoshima			By:	/s/ Xxxxxxx X. XxxXxxxxx
Title:	Principal			Name:	Xxxxxxx X. XxxXxxxxx
				Title:	Authorized Signatory
XXXXX FARGO BANK, NATIONAL
ASSOCIATION, successor				STONE TOWER CLO V LTD.
By: Merger to Wachovia Bank, National				By: Stone Tower Debt Advisors LLC as
Association, as a Lender				its Collateral Manager, as a Lender
By:	/s/ Xxxxxxxx Xxxxxxxx			By:	/s/ Xxxxxxx X. XxxXxxxxx
Name:	Xxxxxxxx Xxxxxxxx			Name:	Xxxxxxx X. XxxXxxxxx
Title:	Senior Vice President			Title:	Authorized Signatory
CORNERSTONE CLO LTD.				STONE TOWER CLO VII LTD.
By: Stone Tower Debt Advisors LLC as				By: Stone Tower Debt Advisors LLC as
its Collateral Manager, as a Lender				its Collateral Manager, as a Lender
By:	/s/ Xxxxxxx X. XxxXxxxxx			By:	/s/ Xxxxxxx X. XxxXxxxxx
Name:	Xxxxxxx X. XxxXxxxxx			Name:	Xxxxxxx X. XxxXxxxxx
Title:	Authorized Signatory			Title:	Authorized Signatory

STONE TOWER CLO VIII LTD.				LANDMARK VII CDO LIMITED
By: Stone Tower Debt Advisors LLC as				By: Aladdin Capital Management, as
its Collateral Manager, as a Lender				Manager
By:	/s/ Xxxxxxx X. XxxXxxxxx			By:	/s/ Xxxxx Xxxxx
Name:	Xxxxxxx X. XxxXxxxxx			Name:	Xxxxx Xxxxx
Title:	Authorized Signatory			Title:	Authorized Signatory
GENESIS CLO 2007-1, as a Lender				NOB HILL CLO II, LIMITED, as a
By: Ore Hill Partners LLC, its Collateral				Lender
Manager
				By:	/s/ Xxxxxxx Xxxx
By:	/s/ Xxxxxx X. Xxxx, Esq.			Name:	Xxxxxxx Xxxx
Name:	Xxxxxx X. Xxxx, Esq.			Title:	Portfolio Manager
Title:	General Counsel, Ore Hill Partners LLC
				PANGAEA CLO 2007-1 LTD.
LANDMARK III CDO LIMITED				By: Pangaea Asset Management, LLC, its
By: Aladdin Capital Management, as				Collateral Manager, as a Lender
Manager
				By:	/s/ Xxxx Xxx Xxxxxx
By:	/s/ Xxxxx Xxxxx			Name:	Xxxx Xxx Xxxxxx
Name:	Xxxxx Xxxxx			Title:	Assistant Secretary
Title:	Authorized Signatory
LANDMARK IV CDO LIMITED
By: Aladdin Capital Management, as
Manager
By:	/s/ Xxxxx Xxxxx
Name:	Xxxxx Xxxxx
Title:	Authorized Signatory
LANDMARK V CDO LIMITED
By: Aladdin Capital Management, as
Manager
By:	/s/ Xxxxx Xxxxx
Name:	Xxxxx Xxxxx
Title:	Authorized Signatory

CONSENT OF SUBSIDIARY GUARANTORS

Dated as of October 26, 2010

Each of the undersigned, as a Subsidiary Guarantor under and as defined in the Senior Secured Credit Agreement dated as of July 12, 2007, among Quantum Corporation (the “Borrower”), the Lenders party thereto, CREDIT SUISSE AG, Cayman Islands Branch (formerly known as “Credit Suisse, Cayman Islands Branch”), as administrative agent for the Lenders, and the other parties thereto (as supplemented, modified and amended as of the date hereof, the “Credit Agreement”), hereby consents to Amendment No. 2 to such Credit Agreement, dated as of October 26, 2010 (the “Amendment”), and to the amendments to the Credit Agreement set forth therein, and hereby confirms and agrees that, notwithstanding the effectiveness of the Amendment, the obligations of such Subsidiary Guarantor contained in the Subsidiary Guaranty, or in any other Loan Document to which it is a party, are and shall remain in full force and effect and are hereby ratified and confirmed in all respects, in each case as amended by the Amendment.

[Signature pages follow]

ADVANCED DIGITAL INFORMATION
CORPORATION
By:	/s/ Xxxxx X. Xxxx
Name:	Xxxxx X. Xxxx
Title:	Vice President, General Counsel and Secretary
CERTANCE HOLDINGS CORPORATION
By:	/s/ Xxxxx X. Xxxx
Name:	Xxxxx X. Xxxx
Title:	Vice President, General Counsel and Secretary
CERTANCE (US) HOLDINGS, INC.
By:	/s/ Xxxxx X. Xxxx
Name:	Xxxxx X. Xxxx
Title:	Vice President, General Counsel and Secretary
CERTANCE LLC
By:	/s/ Xxxxx X. Xxxx
Name:	Xxxxx X. Xxxx
Title:	Vice President, General Counsel and Secretary
QUANTUM INTERNATIONAL, INC.
By:	/s/ Xxxxx X. Xxxx
Name:	Xxxxx X. Xxxx
Title:	Vice President, General Counsel and Secretary