Exhibit 10.2
Execution Version
ELEVENTH
AMENDMENT AND WAIVER TO
AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT
THIS ELEVENTH AMENDMENT AND WAIVER TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT (this Amendment), dated
as of February 14, 2024 (the Eleventh Amendment Effective Date), is entered into by and among QUANTUM CORPORATION, a Delaware corporation (Quantum), QUANTUM LTO HOLDINGS, LLC, a Delaware limited liability
company (Quantum LTO, and together with Quantum and each other Person joined to the Credit Agreement as a borrower from time to time, collectively, the Borrowers, and each, a Borrower), SQUARE
BOX SYSTEMS LIMITED, a company incorporated in England and Wales (registered number 03819556) (Square Box, and together with each other Person joined to the Credit Agreement as a guarantor from time to time, collectively, the
Guarantors, and each, a Guarantor, and together with the Borrowers, collectively, the Loan Parties, and each, a Loan Party), the financial institutions which are now or
which hereafter become a party to the Credit Agreement as lenders (collectively, the Lenders, and each, a Lender), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as agent for the Lenders (in such capacity,
together with its successors and assigns, Agent).
RECITALS
A. Agent, the Lenders and certain of the Loan Parties are parties to the Amended and Restated Revolving Credit and Security Agreement, dated
as of December 27, 2018, as amended by the First Amendment to Amended and Restated Revolving Credit and Security Agreement, dated as of April 3, 2020, the Second Amendment to Amended and Restated Revolving Credit and Security Agreement,
dated as of April 11, 2020, the Third Amendment to Amended and Restated Revolving Credit and Security Agreement, dated as of June 16, 2020, the Fourth Amendment to Amended and Restated Revolving Credit and Security Agreement, dated as of
December 10, 2020, the Fifth Amendment to Amended and Restated Revolving Credit and Security Agreement, dated as of February 5, 2021, the Sixth Amendment to Amended and Restated Revolving Credit and Security Agreement, dated as of
August 5, 2021, the Seventh Amendment to Amended and Restated Revolving Credit and Security Agreement, dated as of September 30, 2021, the Eighth Amendment to Amended and Restated Revolving Credit and Security Agreement, dated as of
March 15, 2022, the Ninth Amendment to Amended and Restated Revolving Credit and Security Agreement, dated as of April 25, 2022, and the Tenth Amendment to Amended and Restated Revolving Credit and Security Agreement, dated as of
June 1, 2023 (as amended hereby and as the same may be further amended, modified, supplemented, renewed, restated or replaced from time to time, the Credit Agreement), pursuant to which the Lenders have made and may hereafter
make certain loans and have provided and may hereafter provide certain financial accommodations to the Borrowers.
B. The Borrowers have
advised Agent and the Lenders that they may not be in compliance with the financial covenant set forth in Section 6.5(c) of the Credit Agreement (the Specified Financial Covenant) for the four (4) fiscal quarter
period ended December 31, 2023 (the Specified Period);
C. The Borrowers have requested that Agent and the Lenders
agree to (i) provide the Specified Waivers (as defined herein) and (ii) amend certain provisions of the Credit Agreement as set forth herein, and Agent and the Required Lenders have agreed to provide such waivers and make such amendments,
in each case, subject to the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: