[LOGO] SILICON VALLEY BANK
WAIVER AND AMENDMENT AGREEMENT
BORROWER: TRUEVISION, INC.
ADDRESS: 0000 XXXXX XXXXXX
XXXXX XXXXX, XXXXXXXXXX 00000
DATE: AUGUST 20, 1997
THIS WAIVER AND AMENDMENT AGREEMENT is entered into between SILICON VALLEY
BANK ("Silicon") and the borrower named above (the "Borrower").
The Parties agree to amend the Loan and Security Agreement between them,
dated May 2, 1996, as amended by that certain Loan Modification Agreement dated
as of December 18, 1996, as amended by that Amendment to Loan Agreement dated
February 21, 1997 and as otherwise amended from time to time (the "Loan
Agreement"), as follows, effective as of the date hereof. (Capitalized terms
used but not defined in this Agreement, shall have the meanings set forth in the
Loan Agreement.)
1. LIMITED WAIVER. Silicon and Borrower agree that the Borrower's
compliance with the financial covenants set forth in section of the Schedule to
Loan Agreement entitled "Financial Covenants (Section 4.1)", is hereby waived
for the period ending June 30, 1997. It is understood by the parties hereto,
however, that such waiver does not constitute a waiver of any other provision or
term of the Loan Agreement or any related document, nor an agreement to waive in
the future these covenants or any other provision or term of the Loan Agreement
or any related document.
2. EXTENSION. Silicon and Borrower agree that the Maturity Date as set
forth in Section 5.1 of the Schedule to the Loan Agreement is hereby amended to
be "September 20, 1997."
3. REPRESENTATIONS TRUE. Borrower represents and warrants to Silicon
that all representations and warranties set forth in the Loan Agreement, as
amended hereby, are true and correct.
4. GENERAL PROVISIONS. This Agreement, the Loan Agreement, any prior
written amendments to the Loan Agreement signed by Silicon and the Borrower, and
the other written documents and agreements between Silicon and the Borrower set
forth in full all of the representations and agreements of the parties with
respect to the subject matter hereof and supersede all prior discussions,
representations, agreements and understandings between the parties with respect
to the subject hereof. Except as herein expressly amended, all of the terms and
provisions of the Loan Agreement, as so amended, and all other documents and
agreements
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between Silicon and the Borrower shall continue in full force and effect and the
same are hereby ratified and confirmed.
BORROWER: SILICON:
TRUEVISION, INC. SILICON VALLEY BANK
BY_______________________________
BY_______________________________ TITLE__________________________
PRESIDENT OR VICE PRESIDENT
BY_______________________________
SECRETARY OR ASS'T SECRETARY
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