Second Amendment To Revolving Credit Agreement

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 ...