Amendment Ten To The Revolving Credit Agreement

THIS AMENDMENT NUMBER TEN To REVOLVING CREDIT LOAN AGREEMENT dated as of January 27, 1997 (the "Amendment") is entered into by and between ADAPTEC, INC. "a California corporation (the "Borrower") , and COMERICA BANK-CALIFORNIA (formerly known as Plaza Bank of Commerce), a California banking corporation (the "Bank").


WITNESSETH:
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WHEREAS, the Borrower and the Bank are parties to a certain Revolving Credit Loan Agreement dated as of June 3, 1992, as amended by Amendment Number one dated as of August 21, 1992, Amendment Number Two dated as of December 31, 1992, Amendment Number Three dated as of April 29, 1994, Amendment Number Four dated as of July 13, 1994, Amendment Number Five dated as of September 21, 1994, Amendment Number Six dated as of December 9, 1994, Amendment Number Seven dated as of December 27, 1995, Amendment Number Eight dated as of December 29, 1995, and Amendment Number Nine dated as of March 18, 1996 (as so amended, the "Agreement"); and


WHEREAS, the Borrower and the Bank desire to amend the Agreement;


NOW, THEREFORE, in consideration of the premises and the mutual promises herein contained, the Borrower and the Bank agree as follows:


1. Capitalized terms used in this Amendment and not otherwise defined shall have the respective meanings set forth in the Agreement.


2. Section 1.1 of the Agreement is hereby amended to add the following definition, in proper alphabetical sequence, which reads in its entirety as follows:


"Convertible Subordinated Debt" shall mean unsecured Debt due
2004 issued by the Borrower in an aggregate principal amount not
exceeding Three Hundred Million Dollars ($300,000,000) at any one time
outstanding pursuant to documentation containing substantially similar
payment terms and substantially identical subordination provisions as
those set forth in the January 21, 1997 draft of the Indenture.


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3. section 1.1 of the Agreement in hereby amended to add the following definition, in proper alphabetical sequence, which reads in its entirety as follows:


"Equity Securities" of any Person shall mean all common stock,
preferred stock, participations, shares, partnership interests or other
equity interests in and of such Person (regardless of how designated
and whether or not voting or non-voting).


4. Section 1.1 of the Agreement is hereby amended to add the following definition, in proper alphabetical sequence, which reads in its entirety as follows:


"Indenture" shall mean that certain Indenture executed in
February, 1997 by and between the Borrower and State Street Bank and
Trust Company, as trustee, pursuant to which the Convertible
Subordinated Debt was issued.


5. Section 1.1 of the Agreement is hereby amended to add the following definition, in proper alphabetical sequence, which reads in its entirety as follows:


"Subordinated Debt" shall mean unsecured Debt of the Borrower
or any of its Subsidiaries which is subordinate to the Indebtedness and
having terms and conditions satisfactory to the Bank.


6. The definition of "Termination Date" set forth in Section 1.1 of the Agreement is hereby amended to read in its entirety as follows:


"Termination Date" shall mean December 31, 1998 (or such later
date as extended pursuant to Section 2.6 or such earlier date on which
the Borrower shall permanently terminate the Bank's commitment under
Section 2.14).


7. Section 2.6 of the Agreement is hereby amended to read in its entirety as follows:


2.6 Extension of Maturity. At the request of the Borrower, the
Bank may, in its sole discretion, elect to extend the Termination Date
then in affect for additional periods of one (1) year each. The
Borrower shall notify the Bank of its request for such an extension by
delivering written notice signed by an Authorized Officer prior to
November 30, but not before November 15, of each year. If the Bank
elects to grant such extension, the Termination Date then in effect
shall be extended for an additional one (1) year period, as evidenced
by an executed amendment. If the Bank elects not to grant such
extension, the then effective Termination Date shall be and continue in
effect. No extension of the Termination Date shall become effective if
a Default or Event of Default has occurred and is continuing.


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8. Section 5.5 of the Agreement is hereby amended to read in its entirety as follows:


5.5 Maintain Tangible Net Worth. On a consolidated basis for
the Borrower and its consolidated Subsidiaries, maintain, as of the end
of each of the Borrower's fiscal quarters hereunder, commencing
September 27, 1996, a Tangible Net Worth of not less than (a) Four
Hundred Forty-Seven Million Eight Hundred Forty-Three Thousand Two
Hundred Fifty Dollars ($447,843,250), plus (b) seventy-five percent
(75%) of Net Income for each fiscal year, commencing with the fiscal
year ending March 31, 1997 (on a cumulative basis but without taking
into account any net loss incurred during any fiscal year), plus (c)
one hundred percent (100%) of the aggregate consideration received from
th ...