Amendment No.to Letter Of Credit Facility

EXHIBIT 10 (dd)


AMENDMENT NO. 5 TO LETTER OF CREDIT
AND REIMBURSEMENT AGREEMENT


THIS AMENDMENT NO. 5 TO LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT (this "Agreement") is made and entered into as of this 19th day of May, 1997 among:


DATA GENERAL CORPORATION, a Delaware corporation ("Borrower"), NATIONSBANK OF TEXAS, NATIONAL ASSOCIATION, a national banking association, THE BANK OF NEW YORK and FLEET NATIONAL BANK, formerly known as Fleet Bank of Massachusetts, N.A. (each individually, a "Lender" and collectively, the"Lenders"); and


NATIONSBANK OF TEXAS, NATIONAL ASSOCIATION, a national banking association, in its capacity as agent for the Lenders (in such capacity, the "Agent");


W I T N E S S E T H:
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WHEREAS, the Borrower, the Lenders and the Agent have entered into a Letter of Credit and Reimbursement Agreement dated as of December 21, 1994, as amended by Amendment No. 1 to Letter of Credit and Reimbursement Agreement dated as of October 5, 1995, as further amended by Amendment No. 2 to Letter of Credit and Reimbursement Agreement dated as of December 10, 1995, as further amended by Amendment No. 3 to Letter of Credit and Reimbursement Agreement dated as of December 11, 1996, and as further amended by Amendment No. 4 to Letter of Credit and Reimbursement Agreement dated as of April 18, 1997 among the Borrower, the Lenders and the Agent (as amended, the "Credit Agreement") pursuant to which the Lenders agreed to issue certain letters of credit on behalf of the Borrower; and


WHEREAS, the Borrower has requested that the Credit Agreement be amended in the manner set forth herein and the Agent and the Lenders are willing to agree to such amendment;


NOW, THEREFORE, in consideration of the mutual covenants and the fulfillment of the conditions set forth herein, the parties hereto do hereby agree as follows:


1. Definitions. Any capitalized terms used herein without definition shall have the meaning set forth in the Credit Agreement.


2. Amendment. Subject to the terms and conditions set forth herein, Section 7.05 of the Credit Agreement is hereby amended by deleting the dollar figure "$200,000,000" in clause (v) thereof and inserting in replacement thereof the dollar figure "$250,000,000".


3. Effectiveness. This Agreement shall become effective as of the date hereof upon receipt by the Agent of seven fully executed copies of this Agreement (which may be signed in counterparts).


4. Representations and Warranties. In order to induce the Agent and the Lend ...