Ninth Amendment To Revolving Credit Agreement

NINTH AMENDMENT
TO AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT - ------------------------------------------------------------------------------


Ninth Amendment dated as of September 30, 1998 to Amended and Restated Revolving Credit Agreement (the "Ninth Amendment"), by and among AVID TECHNOLOGY, INC., a Delaware corporation (the "Borrower"), BANKBOSTON, N.A. (FORMERLY KNOWN AS 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 BANKBOSTON, N.A., 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 Ninth 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:


SS.1. AMENDMENT TO SS.1 OF THE CREDIT AGREEMENT. Section 1.1 of the Credit Agreement is hereby amended as follows:


(a) the definition of "Consolidated Operating Cash Flow" is hereby amended by inserting immediately after the words "PLUS (ii) depreciation and amortization for such period" the words "PLUS (iii) any pre-tax non cash writedowns taken in the fiscal quarter ended September 30, 1998 of acquired-in-process research and development relating to the Softimage Acquisition, up to an aggregate amount of not more than $193,741,000"


(b) the definition of "Consolidated Tangible Net Worth" is hereby amended by (i) deleting the period which appears at the end of the text of such definition and substituting in place thereof a semicolon; and (ii) inserting immediately after the end of the text of such definition the words "PROVIDED, HOWEVER, for purposes of calculating compliance with ss.8.2 and ss.8.4 hereof, any after-tax non cash writedowns taken in the fisca ...