Agreement For Debt Restructuring

Text Omitted and Filed Separately with the Commission
Confidential Treatment Requested
Under 17 C.F.R. Secs. 200.80(b)(4),
200.83 and 240.24b-2

AGREEMENT FOR DEBT RESTRUCTURING
AND MODIFICATION OF MANUFACTURING TERMS


This Agreement for Debt Restructuring and Modification of Manufacturing Terms (the "Agreement") is entered into as of this 1st day of September, 2003 (the "Effective Date"), by and between Solectron Corporation, a Delaware corporation ("Solectron Corp."), on its own behalf and as agent for its wholly owned subsidiaries, Solectron Technology Sdn. Bhd, incorporated under the laws of Malaysia ("ST/Penang"), and Shinei International Pte. Ltd., incorporated under the laws of Singapore ("ST/Shinei") (Solectron, ST/Penang, and ST/Shinei hereinafter collectively referred to as "Solectron") and Exabyte Corporation, a Delaware corporation, and its affiliated companies (hereinafter collectively referred to as "Exabyte"), at Santa Clara County, California. Solectron and Exabyte are sometimes referred to herein individually as "Party" or collectively as "Parties".

BACKGROUND

A. ST/Penang and Exabyte have entered into that certain Exabyte Purchase Agreement dated as of May 25,1995 as amended by that certain Amendment #A01 dated as of June 12, 2000 (as amended, the "Penang Manufacturing Agreement").

B. ST/Shinei and Exabyte have entered into the following agreements:

(i) a Purchase Agreement effective as of March 28, 1999, as amended by Amendment #A01 to Purchase Agreement effective as of March 28, 1999; and

(ii) a Supplier Managed Inventory Agreement dated as of January 24, 2001

(together referred to as the "Shinei Manufacturing Agreement").

The Penang Manufacturing Agreement and the Shinei Manufacturing Agreement (together referred to as the "Solectron Manufacturing Agreement") provide for Solectron's purchase of necessary components and manufacture products according to Exabyte's specifications and for Exabyte to purchase such products from Solectron.

C. Solectron contends that Exabyte is indebted to Solectron in the amount of [...***...] Dollars and [...***...] Cents (US$ [...***...] ) for amounts invoiced for finished product delivered to or on behalf of Exabyte as of August 29, 2003 (the "Solectron Account Payable").

D. Exabyte contends that Solectron has overstated the amount due from Exabyte for finished product delivered to or on behalf of Exabyte by the amount of [...***...] Dollars (US$ [...***...] ) (the "Disputed Payable Amount") and the correct amount of the Solectron Account Payable is [...***...] Dollars and [...***...] Cents (US$ [...***...] ).

E. In accordance with the terms of the Solectron Manufacturing Agreement, Solectron purchased and holds as of the Effective Date various component parts (the "Current Component Inventory") at an aggregate purchase price of [...***...] Dollars and [...***...] Cents (US$ [...***...] ) and Exabyte is obligated to reimburse the full cost of any portion of the Current Component Inventory not incorporated into Products sold to Exabyte.

F. Exabyte has requested that Solectron agree to a restructuring of Exabyte's obligations under the Solectron Manufacturing Agreement on terms that include (i) delivery by Exabyte of a promissory note in the principal amount of [...***...] Dollars and [...***...] Cents (US$ [...***...] ) (the "Solectron Note") in satisfaction of the Solectron Account Payable and the Current Component Inventory Indebtedness (as defined herein below); and (ii) rescheduling of the schedules for manufacture, shipment, and payment for products for Exabyte.

*Confidential Treatment Requested

G. Solectron is willing to restructure Exabyte's obligations with respect to the Solectron Account Payable indebtedness and its obligations under the Solectron Manufacturing Agreement on the terms set forth in this Agreement.

NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the Parties agree as follows:

AGREEMENT

1. Operative Agreements .

1.1 Solectron and Exabyte each acknowledge and agree that the Solectron Manufacturing Agreement and this Agreement constitute the only valid and enforceable agreements between Exabyte and Solectron as of and after the Effective Date.

1.2 The term of the Solectron Manufacturing Agreement, as amended herein, shall be extended to January 1, 2004 (the "Termination Date"). On the Termination Date, the Solectron Manufacturing Agreement shall terminate without further notice or action by Solectron without any right of Exabyte to renew or extend the term thereof.

2. Acknowledgement of Account Payable and Resolution of the Disputed Payable Amount .

2.1 Exabyte acknowledges and agrees that it owes Solectron the sum of Four Million Three Hundred Sixteen Thousand Five Hundred Fifty-Nine Dollars and Fifty-Five Cents (US$4,316,559.55) for amounts invoiced through August 29, 2003, for product sold and delivered by Solectron to Exabyte, without any right of offset or recoupment or other defense or counterclaim of any kind subject only to Section 2.2 below. Exabyte agrees to satisfy and discharge the Solectron Account Payable indebtedness on the Effective Date by delivery to Solectron of the duly executed Solectron Note in accordance with Section 4 of this Agreement.

2.2 Within thirty (30) days following the Effective Date, Exabyte shall provide Solectron with a reconciliation demonstrating that all or any portion of the Disputed Payable Amount is not owed by Exabyte. If it does not submit the reconciliation within such thirty (30) day period, Exabyte shall be deemed to have irrevocably waived any and all claims concerning the Disputed Payable Amount, if any. If Solectron and Exabyte cannot agree as to the amount of the Disputed Payable Amount actually due and owing by Exabyte, Exabyte and Solectron agree to submit the matter to binding arbitration before an AAA arbitrator to be conducted in Santa Clara County, California. The amount of the Disputed Payable Amount, if any, due and owing by Exabyte shall be the only subject matter of the arbitration and Exabyte shall bear the burden of proof on the issue of whether less than the full amount of the Solectron Account Payable is owed by Exabyte. Solectron shall provide Exabyte with reasonable access to relevant records and reasonable cooperation in Exabyte's reconciliation of the Disputed Payable Amount. If it is determined by either mutual agreement of Solectron and Exabyte or by the binding arbitration that any portion of the Disputed Payable Amount is not owed by Exabyte (the "Disallowed Amount"), Exabyte shall be deemed to have made a principal paydown under the Solectron Note in an amount equal to the Disallowed Amount as of the Effective Date. Any interest accrued and paid on account of the Disallowed Amount shall be applied to principal under the Solectron Note.

3. The Current Component Inventory .

3.1 Exabyte acknowledges that Solectron owns and holds full legal and equitable title to the Current Component Inventory and that pursuant to the terms of the Solectron Manufacturing Agreement, Exabyte is obligated to reimburse Solectron for the cost and associated handling charges for such inventory. Exabyte and Solectron agree that as of the Effective Date, Exabyte's reimbursement obligation for the Current Component Inventory shall be fixed at of Four Million Four Hundred Fifteen Thousand Four Hundred Twenty-Three Dollars and Fourteen Cents (US$4,415,423.14) (the "Current Component Inventory Indebtedness"), and such reimbursement obligation shall for all purposes be deemed a liquidated debt, absolutely due and owing. On the Effective Date, Exabyte shall satisfy and discharge the Current Component Inventory Indebtedness by its execution and delivery of the Solectron Note as provided in Section 4 hereof.

3.2 Solectron shall be entitled to sell or transfer that portion of the Current Component Inventory that Solectron determines in good faith as not necessary to its obligations to sell Product pursuant to Section 6.2 hereof to a third party or otherwise dispose of in a commercially reasonable manner on not less than ten (10) days written notice to Exabyte, provided that Exabyte shall be entitled to purchase any such inventory within such ten (10) day period for a purchase price equal to the Current Component Inventory Indebtedness attributable to such ...