AMENDMENT NO. 2
TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
This is an agreement (the "Amendment") dated as of March , 1997
between ENCORE COMPUTER CORPORATION, a Delaware corporation ("Borrower"),
and XXXXX ELECTRONICS, INC., an Ohio corporation ("Lender"), amending a
Third Amended and Restated Credit Agreement, dated as of April 16, 1996, as
previously amended, (the "Restated Credit Agreement") between Borrower and
Lender.
1. The definition of Maximum Amount of Revolving Loans in the
Restated Credit Agreement is deleted and replaced in its entirety by the
following:
"MAXIMUM AMOUNT OF REVOLVING LOANS" shall mean $50,000,000.
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2. The second and third sentences of Section 3.01, which were
added by Amendment No. 1 to the Restated Credit Agreement ("Amendment No.
1") are deleted and replaced in their entirety by the following:
"Notwithstanding the preceding sentence, Lender will
have no obligation to make any Revolving Loan if, after
Lender makes the Revolving Loan, the total principal
amount of Revolving Loans outstanding would exceed
$41,910,422. Any Revolving Loans which would increase
the outstanding principal amount of the Revolving Loans
above, or are made at a time when the aggregate
outstanding principal amount of the Revolving Loans
exceeds,
$41,910,422 will be made only at the discretion of
Lender.".
3. The language added by Amendment No. 1 to Section 3.02, in
the sixth line from the bottom after the comma that is preceded by "Lender"
is deleted and replaced in its entirety by the following:
"and, if after the requested Revolving Loan is made the
total principal amount of Revolving Loans outstanding
would exceed $41,910,422, if Lender elects to make the
Revolving Loan,"
4. Simultaneously with the execution of this Amendment,
Borrower is delivering to Lender a new Master Revolving Note dated March
__, 1997 (the "Replacement Note") in the principal amount of $50,000,000, and
Lender is delivering to Borrower the currently outstanding Master Revolving
Note, marked "cancelled."
5. Borrower represents and warrants to Lender that (i) the
execution and delivery of this Amendment and the borrowings contemplated by
it up to the full amended Maximum Amount of Revolving Loans have been duly
authorized by all necessary or proper corporate action with regard to
Borrower, (ii) this Amendment and the Replacement Note each has been duly
executed and delivered on behalf of Borrower and each of them constitutes a
legal, valid and binding obligation of Borrower, enforceable against
Borrower in accordance with its terms, (iii) all the borrowings under the
Restated Credit Agreement as amended by this Amendment will be secured by
the mortgages and security interests created under the Security Agreement
and the other Security Documents (as those terms are defined in the
Restated Credit Agreement) to the same extent the borrowings under the
Restated Credit Agreement were secured by those liens and security
interests prior to the execution of this Amendment, and (iv) each of the
representations and warranties of the Borrower in the Restated Credit
Agreement is true and correct as of the date of this Amendment and applies
to the borrowings under the Restated Credit Agreement, as amended by this
Amendment, to the same extent as though they were made at the date of this
Amendment and specifically referred to in the Restated Credit Agreement as
amended by this Amendment.
6. Except as expressly provided above, the Restated Credit
Agreement remains in full force and effect, and unmodified.
7. The amendment to the Restated Credit Agreement effected by
this Amendment will take effect when a copy of this Amendment and a copy of
the Replacement Note, each executed by Borrower, is delivered to Lender.
IN WITNESS WHEREOF, Borrower and Lender each has executed this
Amendment as of the date stated on the first page.
ENCORE COMPUTER CORPORATION
By: _______________________
Title:
XXXXX ELECTRONICS, INC.
By: _______________________
Title: