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
