Summary of QUEST SOFTWARE INC

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obl

Item 1.01 Entry into a Material Definitive Agreement.

On August 3, 2009, Quest Software, Inc. (the "Company") entered into a Loan and Security Agreement (the "Loan Agreement") with Mutual of Omaha Bank (the "Lender") whereby the Company has borrowed from the Lender an aggregate principal amount of $34,000,000 (the "Loan"). In connection with the Loan Agreement, the Company and the Lender concurrently entered into a Promissory Note (the "Note") secured by a senior, first priority Deed of Trust (the "Deed of Trust") covering the Company's real property at its headquarters in Aliso Viejo, California, as well as an Environmental Certification and Indemnity Agreement (the "Environmental Indemnity"). The Company intends to use the proceeds from the Loan for working capital and other general corporate purposes.

The Loan matures in five years, during which time the Company will make equal monthly principal and interest payments at a 7.03% interest rate on a fixed rate, 25-year amortization schedule. The Loan Agreement imposes certain covenants on the Company, including a covenant requiring the Company to maintain a Debt Service Coverage Ratio (as defined in the Loan Agreement) of at least 5.0 to 1.0. Events of default include, among other things, payment defaults, breaches of covenants and bankruptcy events. In the case of a continuing event of default, the Lender may accelerate the payment of all unpaid principal and interest amounts, increase the then-current interest rate by 5% and foreclose on the real estate collateral. The Note provides full recourse against the Company. The Company will incur fees for prepayment of the Loan within the first three years.

The foregoing description of the Loan is only a summary, does not purport to be complete, and is qualified in its entirety by the full text of the Loan Agreement, Note, Deed of Trust, and Environmental Agreement, copies of which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, hereto and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 Loan and Security Agreement, dated as of August 3, 2009, between Quest Software, Inc. as Borrower and Mutual of Omaha Bank as Lender.

10.2 Secured Promissory Note, dated as of August 3, 2009, from Quest Software, Inc. as Maker to Mutual of Omaha Bank as Payee.

10.3 Deed of Trust, Security Agreement, Assignment of Rents and Leases, and Fixture Filing, dated as of August 3, 2009, by and among Quest Software, Inc. as Trustor, Mutual of Omaha Bank as Beneficiary, and Fidelity National Title Company as Trustee.

10.4 Environmental Certification and Indemnity Agreement, dated as of August 3, 2009, by Quest Software, Inc. as Obligor in favor of Mutual of Omaha Bank as Lender.