8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

September 22, 2006

Date of Report (Date of earliest event reported)

EXABYTE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-18033	84-0988566
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2108 55^th Street

Boulder, Colorado 80301

(Address of principal executive offices)

(303) 442-4333

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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Item 1.01 Entry Into a Material Definitive Agreement

Effective September 22, 2006, Exabyte Corporation (the Company) entered into a Sixth Amendment (the Sixth Amendment) to the Credit and Security Agreement (the Credit Agreement) between the Company and Wells Fargo Business Credit, Inc. (WFBC) dated March 9, 2005.

Under the Sixth Amendment, the Company’s Borrowing Base, as defined in the Credit Agreement, was increased by up to $2,000,000, which is equal to 100% of the principal amount of the borrowings under the Credit Agreement that may be purchased by Tandberg Data ASA (Tandberg) pursuant to a Participation Agreement by and between Tandberg and Wells Fargo Bank, National Association dated September 22, 2006.

Pursuant to the terms and conditions of the Asset Purchase Agreement dated August 29, 2006 (the Purchase Agreement) by and between the Company and Tandberg, under certain circumstances Tandberg is obligated to provide WFBC with an irrevocable letter of credit in an amount up to $2,000,000 to support a further extension of credit by WFBC to the Company. In accordance with a Letter Agreement dated September 22, 2006 between Tandberg and the Company, Tandberg has elected to satisfy such obligation to provide the Company with additional borrowing capacity through the purchase of a participation interest in the Credit Agreement, pursuant to the Participation Agreement.

Copies of the Sixth Amendment and the Letter Agreement are attached as exhibits to this report and are incorporated by reference herein. In addition, a copy of the Fifth Amendment to the Credit Agreement, which was discussed in the Company’s quarterly report on Form 10-Q for the three months ended June 30, 2006, is also attached as an exhibit to this report. The Purchase Agreement was attached as an exhibit to the Company’s report on Form 8-K, dated August 29, 2006.

Item 9.01 Financial Statements and Exhibits

10.1	Sixth Amendment to the Credit and Security Agreement dated March 9, 2005 by and between Exabyte Corporation and Wells Fargo Business Credit, Inc., dated September 22, 2006
10.2	Fifth Amendment to the Credit and Security Agreement dated March 9, 2005 by and between Exabyte Corporation and Wells Fargo Business Credit, Inc., dated July 31, 2006
10.3	Letter Agreement between Exabyte Corporation and Tandberg Data Corp., dated September 22, 2006

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.

			EXABYTE CORPORATION
			(Registrant)
Date	September 28, 2006	By	/s/ Carroll A. Wallace
			Carroll A. Wallace
			Chief Financial Officer

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EX-10

SIXTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT

This Amendment, dated as of September 22, 2006, is made by and between Exabyte Corporation, a Delaware corporation (the “Borrower”), and Wells Fargo Bank, National Association acting through its Wells Fargo Business Credit division (the “Lender”), as successor in interest to Wells Fargo Business Credit, Inc.

Recitals

The Borrower and the Lender are parties to a Credit and Security Agreement dated as of March 9, 2005, as previously amended (the “Credit Agreement”). Capitalized terms used in these recitals have the meanings given to them in the Credit Agreement unless otherwise specified.

The Borrower has requested that certain amendments be made to the Credit Agreement, which the Lender is willing to make pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, it is agreed as follows:

1.            Defined Terms. Capitalized terms used in this Amendment which are defined in the Credit Agreement shall have the same meanings as defined therein, unless otherwise defined herein. In addition, Section 1.1 of the Credit Agreement is amended by adding or amending, as the case may be, the following definitions:

“Borrowing Base” means at any time the lesser of:

(a) The Maximum Line Amount; or

(b)          Subject to change from time to time in the Lender’s sole discretion, the sum of:

(i)           the product of the Accounts Advance Rate times Eligible Accounts, plus

(ii)          the lesser of (A) the product of the Inventory Advance Rate times Eligible Inventory or (B) the Inventory Sublimit, plus

(iii)		the Accommodation Overadvance Component, plus
(iv)		the Participation Component, less
(v)		The Foreign Accounts Deductible Reserve, less
	(vi)		The Distributor Pipeline Reserve, less
(vii)		The Borrowing Base Reserve, less

(viii) The Wells Fargo Bank Obligations Reserve.

“Participation Agreement” means the Participation Agreement dated as of September ____, 2006, by and between the Lender and Tandberg Data ASA.

“Participation Component” means an amount equal to 100% of the principal amount of Obligations purchased by Tandberg Data ASA in accordance with the Participation Agreement.

2.            No Other Changes. Except as explicitly amended by this Amendment, all of the terms and conditions of the Credit Agreement shall remain in full force and effect and shall apply to any advance or letter of credit thereunder.

3.            Conditions Precedent. This Amendment shall be effective when the Lender shall have received an executed original hereof, together with each of the following, each in substance and form acceptable to the Lender in its sole discretion:

(a)          The Acknowledgment and Agreement of Guarantorset forth at the end of this Amendment, duly executed by the Guarantor.

(b)          A Certificate of the Secretary of the Borrower certifying as to the resolutions of the board of directors of the Borrower approving the execution and delivery of this Amendment.

(c) Such other matters as the Lender may require.

4.            Representations and Warranties. The Borrower hereby represents and warrants to the Lender as follows:

(a)   The Borrower has all requisite power and authority to execute this Amendment and to perform all of its obligations hereunder, and this Amendment has been duly executed and delivered by the Borrower and constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms.

(b)   The execution, delivery and performance by the Borrower of this Amendment have been duly authorized by all necessary corporate action and do not (i) require any authorization, consent or approval by any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) violate any provision of any law, rule or regulation or of any order, writ, injunction or decree presently in effect, having applicability to the Borrower, or the articles of incorporation or by-laws of the Borrower, or (iii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Borrower is a party or by which it or its properties may be bound or affected.

(c)   All of the representations and warranties contained in Article V of the Credit Agreement are correct on and as of the date hereof as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date.

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5.            No Waiver. The execution of this Amendment and acceptance of any documents related hereto shall not be deemed to be a waiver of any Default or Event of Default under the Credit Agreement or breach, default or event of default under any Security Document or other document held by the Lender, whether or not known to the Lender and whether or not existing on the date of this Amendment.

6.            Release. The Borrower, and the Guarantor by signing the Acknowledgment and Agreement of Guarantor set forth below, each hereby absolutely and unconditionally releases and forever discharges the Lender, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents and employees of any of the foregoing, from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which the Borrower or such Guarantor has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown.

7.            Costs and Expenses. The Borrower hereby reaffirms its agreement under the Credit Agreement to pay or reimburse the Lender on demand for all costs and expenses incurred by the Lender in connection with the Loan Documents, including without limitation all reasonable fees and disbursements of legal counsel. Without limiting the generality of the foregoing, the Borrower specifically agrees to pay all fees and disbursements of counsel to the Lender for the services performed by such counsel in connection with the preparation of this Amendment and the documents and instruments incidental hereto. The Borrower hereby agrees that the Lender may, at any time or from time to time in its sole discretion and without further authorization by the Borrower, make a loan to the Borrower under the Credit Agreement, or apply the proceeds of any loan, for the purpose of paying any such fees, disbursements, costs and expenses.

8.            Miscellaneous. This Amendment and the Acknowledgment and Agreement of Guarantor may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and all of which counterparts, taken together, shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.

WELLS FARGO BANK, NATIONAL ASSOCIATION By /s/ Pam Cates                                   Pam Cates, Vice President EXABYTE CORPORATION By /s/ Carroll Wallace                           Carroll Wallace, Chief Financial Officer

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EX-10

FIFTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT

This Amendment, dated as of July 31, 2006, is made by and between Exabyte Corporation, a Delaware corporation (the “Borrower”), and Wells Fargo Bank, National Association acting through its Wells Fargo Business Credit division (the “Lender”), as successor in interest to Wells Fargo Business Credit, Inc.

Recitals

The Borrower and the Lender are parties to a Credit and Security Agreement dated as of March 9, 2005, as previously amended (the “Credit Agreement”). Capitalized terms used in these recitals have the meanings given to them in the Credit Agreement unless otherwise specified.

The Borrower has requested that certain amendments be made to the Credit Agreement, which the Lender is willing to make pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, it is agreed as follows:

1.            Defined Terms. Capitalized terms used in this Amendment which are defined in the Credit Agreement shall have the same meanings as defined therein, unless otherwise defined herein. In addition, Section 1.1 of the Credit Agreement is amended by adding or amending, as the case may be, the following definitions:

“Acceptable Letter of Intent” means a letter of intent, in form and substance acceptable to the Lender in its sole discretion, signed by the Borrower and an Acceptable Purchaser, whereby such Acceptable Purchaser has expressed its intent to acquire the business of the Borrower on terms that, once documented, would qualify as terms of an Acceptable Purchase Agreement.

“Acceptable Purchase Agreement” means a definitive purchase agreement, in form and substance acceptable to the Lender in its sole discretion, signed by the Borrower and an Acceptable Purchaser, whereby such Acceptable Purchaser agrees to acquire the business of the Borrower (whether in a merger, stock purchase, asset purchase, or other arrangement) on terms that would include repayment in full of the Obligations and termination of the Commitment, or on other terms acceptable to the Lender in its sole discretion.

“Acceptable Purchaser” means a Person that has expressed an interest in purchasing all or substantially all of the Borrower’s assets, or a controlling interest in the Borrower’s common equity, which Person is acceptable (in creditworthiness and otherwise) to the Lender in its sole discretion.

“Accommodation Overadvance” means an Advance made in reliance on the Accommodation Overadvance Component, assuming, for purposes of this definition, that

all Advances are made in reliance on Borrowing Base components other than the Accommodation Overadvance Component to the maximum extent possible.

“Accommodation Overadvance Component” initially means zero; provided, however, that upon receipt by the Lender of an Acceptable Letter of Intent, “Accommodation Overadvance Component” shall mean $1,000,000; and provided further that upon receipt by the Lender of an Acceptable Purchase Agreement, “Accommodation Overadvance Component” shall mean $2,000,000; and provided further that in any case “Accommodation Overadvance Component” shall mean zero at all times after September 30, 2006.

“Book Net Worth” means the aggregate of the common and preferred shareholders’ equity in the Borrower, determined in accordance with GAAP, adjusted for the cumulative current-year effect of foreign exchange gains and losses and non-cash effects of expensing stock-based compensation, and for periods during the fiscal year ending December 31, 2006, excluding (a) the effects of non-cash losses for write-down of excess or obsolete inventory recorded between January 1, 2006 and March 31, 2006, up to a maximum of $1,000,000, and (b) the effects of extraordinary gains.

“Borrowing Base” means at any time the lesser of:

(a) The Maximum Line Amount; or

(b)          Subject to change from time to time in the Lender’s sole discretion, the sum of:

(i)           the product of the Accounts Advance Rate times Eligible Accounts, plus

(ii)          The lesser of (A) the product of the Inventory Advance Rate times Eligible Inventory or (B) the Inventory Sublimit, plus

	(iii)	the Accommodation Overadvance Component, less
	(iii)	The Foreign Accounts Deductible Reserve, less
	(iv)	The Distributor Pipeline Reserve, less
	(v)	The Borrowing Base Reserve, less
	(vi)	The Wells Fargo Bank Obligations Reserve.
“Inventory Sublimit” means $500,000.

“Margin” means five percent (5.0%) with respect to Accommodation Overadvances and three and one-half percent (3.5%) with respect to all other Advances.

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“Net Income” means fiscal year-to-date after-tax net income (or loss, as the case may be) including extraordinary losses, but excluding (a) foreign exchange gains and losses, (b) non-cash effects of expensing stock-based compensation, (c) for periods during the fiscal year ending December 31, 2006, non-cash losses for write-down of excess or obsolete inventory recorded between January 1, 2006 and March 31, 2006, up to a maximum of $1,000,000, and (d) extraordinary gains, all as determined in accordance with GAAP.

2.            Accommodation Overadvances Discretionary. Section 2.1 of the Credit Agreement is amended to read in its entirety as follows:

“Section 2.1 Revolving Advances. The Lender agrees, subject to the terms and conditions of this Agreement, to make advances (“Revolving Advances”) to the Borrower from time to time from the date that all of the conditions set forth in Section 4.1 are satisfied (the “Funding Date”) to and until (but not including) the Termination Date in an amount not in excess of the Maximum Line Amount. The Lender shall have no obligation to make a Revolving Advance to the extent that the amount of the requested Revolving Advance (a) exceeds Availability or (b) consists of an Accommodation Overadvance. The Borrower’s obligation to pay the Revolving Advances shall be evidenced by the Revolving Note and shall be secured by the Collateral. Within the limits set forth in this Section 2.1, the Borrower may borrow, prepay pursuant to Section 2.9, and reborrow.”

3.            No Other Changes. Except as explicitly amended by this Amendment, all of the terms and conditions of the Credit Agreement shall remain in full force and effect and shall apply to any advance or letter of credit thereunder.

4.            Notice of Defaults; Deferred Interest. The Borrower is in default of Sections 6.2(a), 6.2(b), and 6.2(d) of the Credit Agreement as of June 30, 2006 (collectively, the “Existing Defaults”). In accordance with Section 2.5(g) of the Credit Agreement, the Lender demands payment of the amount of Deferred Interest that has accrued from March 14, 2006 through the date of this Amendment, effective immediately upon funding of the initial Accommodation Overadvance. All Deferred Interest not paid pursuant to this demand shall be paid in accordance with Section 2.5(g) of the Credit Agreement. The Existing Defaults are not waived.

5.            Fees. The Borrower shall pay the Lender a fully earned, non-refundable amendment fee in the amount of $25,000 in consideration of the Lender’s execution and delivery of this Amendment, which fee shall be due and payable on the earlier of (a) the first date an Accommodation Overadvance exists or (b) the Termination Date. In addition to the foregoing, the Borrower shall pay the Lender a fully earned, non-refundable accommodation fee in the amount of $100,000 on the first date an Accommodation Overadvance exists, which fee shall be forgiven if the Obligations are paid in full and no Accommodation Overadvance has ever existed.

6.            Reaffirmation of Certain Covenants. Without limiting any of the Borrower’s other obligations under the Credit Agreement or the Intercreditor and Subordination Agreement dated as of October 31, 2005 (the “Subordination Agreement”), Borrower agrees that

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(a) in accordance with Section 2.8 of the Credit Agreement, the Borrower will continue to instruct all account debtors to pay all Accounts directly to the Lockbox and will continue to deposit all cash proceeds of Collateral into the Collateral Account; and (b) in accordance with the Subordination Agreement and Section 7.1(o) of the Credit Agreement, the Borrower will not make any payments to Imation Corp. except strictly in accordance with the Subordination Agreement, and will not make any payments to the Noteholders (as such term is defined in the Subordination Agreement).

7.            Conditions Precedent. This Amendment shall be effective when the Lender shall have received an executed original hereof, together with each of the following, each in substance and form acceptable to the Lender in its sole discretion:

(a)          The Acknowledgment and Agreement of Guarantorset forth at the end of this Amendment, duly executed by the Guarantor.

(b)          A Certificate of the Secretary of the Borrower certifying as to the resolutions of the board of directors of the Borrower approving the execution and delivery of this Amendment.

(c) Such other matters as the Lender may require.

8.            Representations and Warranties. The Borrower hereby represents and warrants to the Lender as follows:

(a)   The Borrower has all requisite power and authority to execute this Amendment and to perform all of its obligations hereunder, and this Amendment has been duly executed and delivered by the Borrower and constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms.

(b)   The execution, delivery and performance by the Borrower of this Amendment have been duly authorized by all necessary corporate action and do not (i) require any authorization, consent or approval by any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) violate any provision of any law, rule or regulation or of any order, writ, injunction or decree presently in effect, having applicability to the Borrower, or the articles of incorporation or by-laws of the Borrower, or (iii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Borrower is a party or by which it or its properties may be bound or affected.

(c)   All of the representations and warranties contained in Article V of the Credit Agreement are correct on and as of the date hereof as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date.

9.            No Waiver. The execution of this Amendment and acceptance of any documents related hereto shall not be deemed to be a waiver of any Default or Event of Default under the Credit Agreement or breach, default or event of default under any Security Document

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or other document held by the Lender, whether or not known to the Lender and whether or not existing on the date of this Amendment.

10.          Release. The Borrower, and the Guarantor by signing the Acknowledgment and Agreement of Guarantor set forth below, each hereby absolutely and unconditionally releases and forever discharges the Lender, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents and employees of any of the foregoing, from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which the Borrower or such Guarantor has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown.

11.          Costs and Expenses. The Borrower hereby reaffirms its agreement under the Credit Agreement to pay or reimburse the Lender on demand for all costs and expenses incurred by the Lender in connection with the Loan Documents, including without limitation all reasonable fees and disbursements of legal counsel. Without limiting the generality of the foregoing, the Borrower specifically agrees to pay all fees and disbursements of counsel to the Lender for the services performed by such counsel in connection with the preparation of this Amendment and the documents and instruments incidental hereto. The Borrower hereby agrees that the Lender may, at any time or from time to time in its sole discretion and without further authorization by the Borrower, make a loan to the Borrower under the Credit Agreement, or apply the proceeds of any loan, for the purpose of paying any such fees, disbursements, costs and expenses and the fees required under paragraph 5 hereof.

12.          Miscellaneous. This Amendment and the Acknowledgment and Agreement of Guarantor may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and all of which counterparts, taken together, shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.

WELLS FARGO BANK, NATIONAL ASSOCIATION By /s/ Pam Cates                                   Pam Cates, Vice President EXABYTE CORPORATION By /s/ Carroll Wallace                           Carroll Wallace, Chief Financial Officer

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EX-10

Tandberg Data Corp.

c/o Tandberg Data ASA

Kjelsasveien 161

P.O. Box 134, Kjelsas

N-0411 Oslo, Norway

CONFIDENTIAL

September 22, 2006

Mr. Tom Ward

Exabyte Corporation

2108 55th Street

Boulder, Colorado 80301

Re: Participation Interest in Wells Fargo Credit Agreement

Mr. Ward:

Reference is hereby made to that certain Asset Purchase Agreement, dated as of August 29, 2006 (the “Purchase Agreement”), by and between Exabyte Corporation, a Delaware corporation (“Seller”), Tandberg Data Corp, a Delaware corporation (“Purchaser”) and wholly-owned subsidiary of Tandberg Data ASA, a company organized under the laws of Norway (“Parent”) and Parent (solely for purposes of Article VI and Section 11.9 of the Purchase Agreement). Capitalized terms used in this letter agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

In addition, reference is hereby made to that certain Credit and Security Agreement, dated as of March 9, 2005, as amended (the “Credit Agreement”), by and between Wells Fargo Bank, National Association (“Wells Fargo”) (as successor in interest to Wells Fargo Business Credit, Inc.) and Seller.

Finally, reference is hereby made to that certain Participation Agreement, dated as of the date hereof (the “Participation Agreement”), by and between Wells Fargo and Parent. In connection with the entering into of the Participation Agreement, Seller and Wells Fargo entered in to that certain Sixth Amendment to Credit and Security Agreement, dated as of the date hereof (the “Sixth Amendment”).

Pursuant to Section 7.15 of the Purchase Agreement, if, prior to Closing, Seller delivers to Purchaser forecasts pertaining to the Business along with related supporting documents, in form and substance satisfactory to Purchaser, establishing the need for additional working capital financing beyond what is currently provided to Seller under the Credit Agreement, Purchaser shall provide a letter of credit to Wells Fargo for an amount up to $2 million (the “Letter of Credit”) to support a further extension of credit to Seller by Wells Fargo under the Credit Agreement in an amount equal to the amount specified in the Letter of Credit.

Seller and Purchaser hereby acknowledge and agree that, in lieu of the Letter of Credit, Purchaser has elected to satisfy its obligations under Section 7.15 of the Purchaser Agreement through the mechanism of Purchaser or Parent purchasing a participation interest in the Credit Agreement, the terms of which are set forth in the Participation Agreement. Accordingly, Seller

and Purchaser hereby acknowledge and agree that if, prior to Closing, Seller delivers to Purchaser forecasts pertaining to the Business along with related supporting documents, in form and substance satisfactory to Purchaser, establishing the need for additional working capital financing beyond what is currently provided to Seller under the Credit Agreement, Purchaser or Parent shall purchase a participation interest in the Credit Agreement for an amount up to $2 million (including the Initial Participated Credit Amount (as defined in the Participation Agreement)) to support a further extension of credit to Seller by Wells Fargo under the Credit Agreement in an amount equal to the purchased participation interest.

Pursuant to Section 7.1 of the Purchase Agreement, without the prior consent of Purchaser, until the Closing, Seller shall not, directly or indirectly, among other things: (i) incur any indebtedness for borrowed money, except to fund operations of the business in the Ordinary Course of Business from borrowings under the Credit Agreement; (ii) enter into or materially amend any Contract to effect any of the transactions prohibited by subsection (i); (iii) adopt, modify or waive any right under or amend or modify any material term of any Material Contract, or (iv) authorize, agree or commit to do any of the foregoing.

Pursuant to Section 5.2 of the Participation Agreement, Wells Fargo may from time to time amend or supplement the Loan Documents (as defined therein) in any manner consistent with the terms of the Participation Agreement.

Notwithstanding anything to the contrary set forth in the Participation Agreement including Section 5.2 thereof, Seller and Purchaser hereby acknowledge and agree that Purchaser has not consented to Seller taking any prohibited action set forth in Section 7.1 of the Purchase Agreement except as necessary to effect the Sixth Amendment.

This letter agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the conflicts of law rules of such State. This letter agreement may be executed in any number of counterparts each of which shall be deemed an original but all of which shall constitute one and the same instrument.

[Signature Page to Follow]

Best regards,

Tandberg Data Corp.

By: /s/ Gundmundur Einarsson
Name:   Gundmundur Einarsson
	Title: CEO

ACKNOWLEDGED AND AGREED

THIS 22nd DAY OF SEPTEMBER, 2006

Exabyte Corporation

By: /s/ Tom Ward                        

Name: Tom Ward                        

Title: CEO