FOURTH AMENDMENT TO AMENDED AND RESTATED SECURED
ADVANCE FACILITY LOAN AGREEMENT
This FOURTH AMENDMENT TO THE AMENDED AND RESTATED SECURED ADVANCE FACILITY
LOAN AGREEMENT (the "Fourth Amendment") is entered into as of this 22nd day of
November, 1996 (the "Fourth Amendment Date") by and between XYVISION, INC., a
Delaware corporation with its principal office at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ (the "Borrower"), and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as trustee of
the Tudor Trust u/d/t August 11, 1986, with an address of ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Drive, 4th Floor, Beverly Hills, California (the "Lender").
WHEREAS, the Borrower and the Lender are parties to an Amended and
Restated Secured Advance Facility Loan Agreement dated September 28, 1993, as
amended by the First Amendment thereto dated December 3, 1993, the Second
Amendment thereto dated February 29, 1996, and the Third Amendment thereto
dated May 31, 1996 (the "Agreement");
WHEREAS, the Borrower and the Lender desire to amend the Agreement to
provide for an increase in the loan amount to $6,000,000; and
WHEREAS, the parties hereto wish to amend the Agreement as hereinafter set
forth:
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and with the specific intent to
be bound hereby, the Borrower and the Lender hereby agree, and hereby agree to
amend the Agreement, as follows:
1. Definitions. Each term in this Fourth Amendment not otherwise defined
herein shall be deemed to have the same meaning ascribed to that term in the
Agreement.
2. Loan Account. Section 1.18 of the Agreement is hereby deleted in its
entirety and the following is inserted in its place:
3. Maximum Loan Amount. Section 1.19 of the Agreement is hereby deleted in
its entirety and the following is inserted in its place:
"Six Million Dollars ($6,000,000)."
4. Permitted Indebtedness. Section 1.23 is hereby amended to delete the
reference to Second Amended Schedule 1.23 and insert in its place Third Amended
Schedule 1.23, a copy of which is attached hereto.
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5. Secured Promissory Note. Section 1.25 of the Agreement is hereby
deleted in its entirety and the following sentence is inserted in its place:
"The amended and restated secured promissory note in the amount of Six
Million Dollars ($6,000,000)
executed by the Borrower and delivered to the Lender on the Fourth
Amendment Date."
6. Security Agreement. Section 1.26 of the Agreement is hereby amended to
delete the reference to Third Amended Exhibit 4.1 and insert in its place
Fourth Amended Exhibit 4.1, a copy of which is attached hereto.
7. Advances. Section 2.4 of the Agreement is hereby amended to insert a new
second sentence as follows: "Notwithstanding any other provision of this
Agreement to the contrary, all Advances under this Agreement thatwould
result in the aggregate principal amount of unpaid Advances outstanding
immediately after such Advanceto be greater than $5,000,000 shall be made
at the sole discretion of the Lender, and the Lender may refuse to
makeany such Advances for any reason or no reason."
8. Loan Account. Section 2.3 of the Agreement is hereby deleted in its
entirety and the following is inserted in its place:
9. Scheduled Principal Payments. The last sentence of Section 3.1 is
hereby deleted in its entirety.
10. Security Agreement. Section 4.1 of the Agreement is hereby amended to
delete the reference to Amended Exhibit 4.1 and insert in its place Fourth
Amended Exhibit 4.1, a copy of which is attached hereto.
11. Secured Promissory Note. Section 7.1 is hereby amended to delete the
reference to Third Amended Exhibit 7.1(A) and insert in its place Fourth
Amended Exhibit 7.1(A), a copy of which is attached hereto.
12. Patents, Copyrights, etc. The first sentence of Section 9.11 is hereby
amended to delete the reference to Third Amended Schedule 9.12 and insert in
its place Fourth Amended Schedule 9.12, a copy of which is attached hereto.
13. The changes effected by this Amendment shall be deemed to take effect
as of the close of business on November 22, 1996. 14. Except as amended hereby,
the Agreement shall remain in full force and effect and is in all respects
hereby ratified and affirmed.
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Witnessed: XYVISION, INC.
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
--------------------- /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ as trustee of
the Tudor Trust u/d/t
August 11, 1986 and not
individually
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