Memorandum of Understanding

Fee Agreement

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EXABYTE CORP /DE/ | Hitachi, Ltd

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Title: Memorandum of Understanding
Date: 11/9/2005
Industry: CMPSTR

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Exabyte Payment and Repayment Plan

Memorandum of Understanding

Amendment

This Memorandum records mutual agreements reached as of this 1^st day of November 2005, between Exabyte Corporation, having a place of business at 2108 55^th Street, Boulder, Colorado 80301 U.S.A, and Nihon Exabyte Corporation, a representative and agent of Exabyte Corporation, having a place of business at Kasumigaseki Building, 35F, 3-2-5 Kasumigaseki, Chiyoda-ku, Tokyo, Japan, (referred to here collectively as “Exabyte”) and Hitachi, Ltd. having a place of business at Shin-Otemachi Building. 2-1, Otemachi 2-chome, Chiyoda-ku, Tokyo, 100-0004, Japan (referred to here as “Hitachi”).

This Memorandum shall document agreements between Exabyte and Hitachi regarding special payment terms for the total amount of accounts payable owed by Exabyte to Hitachi as of December 31, 2002 (“12/31/02 Total Amount Payable”). Exabyte shall repay the 12/31/02 Total Amount Payable in full and in such amounts with accrued interest and on such dates as defined in the attached payment schedule (“Repayment Schedule”). Exabyte shall pay for new purchases made from Hitachi after 12/31/2002 according to the payment terms (“Payment Terms”) defined in the attachment.

The payment with regard to Repayment Schedule and Payment Terms shall be made by Exabyte to Hitachi under the Plan defined in the attachments.

Except in the case of any failure by Exabyte or other event as defined below and to the extent that Exabyte is in compliance with the Payment Terms regarding any shipments received from Hitachi after 12/31/02, Hitachi agrees to make a reasonable effort to continue shipments to Exabyte in accordance with the Manufacturing and Supply Agreement between Exabyte and Hitachi.

At the option and sole discretion of Hitachi, the entire unpaid balance of the 12/31/02 Total Amount Payable and all accrued interest, if any, and the total new accounts payable to Hitachi after 12/31/02 shall become immediately due and payable and any agreements among the parties shall immediately terminate, except for those provisions in any agreements which by specification or by their nature should survive termination, upon the occurrence of any one or more of the following events:

any failure by Exabyte to make a payment according to the Repayment Schedule when such payment is due;

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Hitachi Repayment MOU

ii.

any failure by Exabyte to comply with the Payment Terms with respect to payables owed to Hitachi by Exabyte for purchases made and shipments received after December 31, 2002;

iii.

a merger, consolidation, or other corporate reorganization; termination of existence; insolvency; business failure; or cessation of the conduct of any substantial part of Exabyte’s current normal business activity;