THIRD AMENDMENT
TO THE SECOND
AMENDED AND RESTATED
STOCKHOLDERS AGREEMENT
This Third Amendment to the Second Amended and Restated
Stockholders Agreement ("THIRD AMENDMENT") dated as of March 19, 1997 among
Indian Creek Capital, Ltd. a Texas limited partnership ("Indian Creek"), as
assignee of Xxxxxxx X. Xxxxxx ("Xxxxxx"), Xxxxx Electronics Inc., an Ohio
corporation ("Xxxxx"), for itself and as assignee of Xxxxx Inc., EFI
International Inc. ("EFI"), a Delaware corporation and Encore Computer
Corporation (the "CORPORATION"), a Delaware corporation, amends the Second
Amended and Restated Stockholders Agreement dated as of March 17, 1995
among Indian Creek, Xxxxx, and the Corporation, as amended by the First
Amendment to the Second Amended and Restated Stockholders Agreement, dated
August 17, 1995 and the Second Amendment to the Second Amended and
Restated Stockholders Agreement, dated April 16, 1996, (as so amended, the
"ORIGINAL STOCKHOLDERS AGREEMENT"). Indian Creek, Xxxxx, EFI and the
Corporation agree as follows:
1. AMENDMENT TO ORIGINAL STOCKHOLDERS AGREEMENT. (a) Paragraph
1(c) of the Original Stockholders Agreement is hereby amended by
(i) deleting the word "and" appearing immediately after the words "the
Third Amended and Restated Credit Agreement"; and (ii) adding the words "as
amended on January 9, 1997 and March 19, 1997" immediately after the words,
"the Third Amended and Restated Credit Agreement".
(b) Paragraph 1(e) of the Original Stockholders Agreement is hereby
amended by adding the words "and Series J Convertible Participating
Preferred Stock" immediately after the words, "GEI will vote all shares of
the Corporation's common stock".
2. RATIFICATION. Except as amended by this Third Amendment,
the Original Stockholders Agreement is hereby ratified and confirmed in all
respects.
3. DELIVERY. Indian Creek, Xxxxx, EFI and the Corporation each
agrees to execute and deliver such other documents or instruments which are
necessary or desirable to evidence the matters referred to in this Third
Amendment.
4. COUNTERPARTS. This Third Amendment may be executed in
counterparts, each of which will constitute an original but which together
will constitute one and the same Third Amendment.
IN WITNESS WHEREOF, the parties have executed this Third
Amendment as of the date shown on the first page.
INDIAN CREEK CAPITAL, LTD., as
assignee of Xxxxxxx X. Xxxxxx
By: ____________________________
Xxxxxxx X. Xxxxxx,
a General Partner
XXXXX ELECTRONICS, INC., as
assignee of Xxxxx Inc.
By: ____________________________
Title:
ENCORE COMPUTER CORPORATION
By: ____________________________
Title:
EFI INTERNATIONAL INC.
By: ____________________________
Title
