SECOND AMENDMENT
TO AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
Second Amendment dated as of February 28, 1996 to Amended and Restated
Revolving Credit Agreement (the "Second Amendment"), by and among AVID
TECHNOLOGY, INC., a Delaware corporation (the "Borrower"), THE FIRST NATIONAL
BANK OF BOSTON and the other lending institutions listed on Schedule 1 to the
Credit Agreement (as hereinafter defined) (the "Banks") and THE FIRST NATIONAL
BANK OF BOSTON, as agent for the Banks (in such capacity, the "Agent"), amending
certain provisions of the Amended and Restated Revolving Credit Agreement dated
as of June 30, 1995 (as amended and in effect from time to time, the "Credit
Agreement") by and among the Borrower, the Banks and the Agent. Terms not
otherwise defined herein which are defined in the Credit Agreement shall have
the same respective meanings herein as therein.
WHEREAS, the Borrower, the Banks and the Agent have agreed to modify certain
terms and conditions of the Credit Agreement as specifically set forth in this
Second Amendment;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
Section 1. Amendment to Section 7 of the Credit Agreement. Section 7 of the
Credit Agreement is hereby amended as follows:
(a) Section 7.1 of the Credit Agreement is hereby amended by (i) deleting the
word "and" which appears at the end of Section 7.1(m); (ii) deleting the period
which appears at the end of Section 7.1(n) and substituting in place thereof a
semicolon and the word "and"; and (iii) inserting immediately after the text of
Section 7.1(n) the following: "(o) Indebtedness of the Borrower to General
Electric Capital Corporation in respect of obligations to General Electric
Capital Corporation in respect of operating lease arrangements, provided the
aggregate amount of all such Indebtedness does not exceed, in the aggregate,
$855,000 at any time."; and
(b) Section 7.2 of the Credit is hereby amended by (i) deleting the word
"and" which appears at the end of Section 7.2(g); (ii) deleting the period which
appears at the end of Section 7.2(h) and substituting in place thereof a
semicolon and the word "and"; and (iii) inserting immediately after the text of
Section 7.2(h) the following: "(i) liens to secure operating lease obligations
of the type permitted by Section 7.1(o) so long as such liens cover only the
property subject to such operating lease."
Section 2. Conditions to Effectiveness. This Second Amendment shall not
become effective until the Agent receives a counterpart of this Second Amendment
executed by the Borrower, the Majority Banks and the Agent.
Section 3. Representations and Warranties. The Borrower hereby repeats, on
and as of the date hereof, each of the representations and warranties made by it
in Section 5 of the Credit Agreement, provided, that all references therein to
the Credit Agreement shall refer to such Credit Agreement as amended hereby. In
addition, the Borrower hereby represents and warrants that the execution and
delivery by the Borrower of this Second Amendment and the performance by the
Borrower of all of their agreements and obligations under the Credit Agreement
as amended hereby are within the corporate authority of the Borrower and have
been duly authorized by all necessary corporate action on the part of the
Borrower.
Section 4. Ratification, Etc. Except as expressly amended hereby, the Credit
Agreement and all documents, instruments and agreements related thereto are
hereby ratified and confirmed in all respects and shall continue in full force
and effect. The Credit Agreement and this Second Amendment shall be read and
construed as a single agreement. All references in the Credit Agreement or any
related agreement or instrument to the Credit Agreement shall hereafter refer to
the Credit Agreement as amended hereby.
Section 5. No Waiver. Nothing contained herein shall constitute a waiver of,
impair or otherwise affect any Obligations, any other obligation of the Borrower
or any rights of the Agent or the Banks consequent thereon.
Section 6. Counterparts. This Second Amendment may be executed in one or
more counterparts, each of which shall be deemed an original but which
together shall constitute one and the same instrument.
Section 7. Governing Law. THIS SECOND AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS (WITHOUT REFERENCE TO CONFLICT OF LAWS).
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as
a document under seal as of the date first above written.
AVID TECHNOLOGY, INC.
By: /S/ C. EDWARD HAZEN
Title: Treasurer
THE FIRST NATIONAL BANK OF BOSTON,
individually and as Agent
By: /S/ TENA C. LINDENAUER
Title: Director
NATIONSBANK OF TEXAS, N.A.
By: /S/BRENT W. MELLOW
Title: Vice President
BAYBANK
By:
Title:
ABN AMRO BANK N.V. BOSTON BRANCH
By: ABN AMRO North America, Inc., as Agent
By: /S/ R.E. JAMES HUNTER
Title: Group Vice President and Director
By: /S/ JAMES E. DAVIS
Title: Vice President and Director