**Exhibit 10.21**
**AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT AND CONSENT**
     THIS AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT AND CONSENT (this “Amendment”) is made andentered into as of August 13, 2003, by and among **ARTESYN TECHNOLOGIES, INC.,**a Florida corporation(“Technologies”); **ARTESYN NORTH AMERICA, INC.**, a Delaware corporation (“North America”); **ARTESYNCOMMUNICATION PRODUCTS, INC.,**a Wisconsin corporation (“Communication Products”; Technologies,North America and Communication Products are hereinafter referred to collectively as “Borrowers”and individually as a “Borrower”); **ARTESYN ASSET MANAGEMENT, INC.**, a Delaware corporation (“AAM”);**REAL-TIME DIGITAL, INC.**, a New Jersey corporation (“RTD”); **ARTESYN DELAWARE, INC.**, a Delawarecorporation (“ADI”); **AZCORE TECHNOLOGIES, INC.**, a Delaware corporation (“AzCore”); **ARTESYNDELAWARE, LLC**, a Delaware limited liability company (“Artesyn LLC”; AAM, RTD, ADI, AzCore andArtesyn LLC are hereinafter referred to collectively as “Guarantors” and individually as a“Guarantor”); and **FLEET CAPITAL CORPORATION**, a Rhode Island corporation (“Lender”).
**Recitals****:**
     Borrowers and Lender are parties to a certain Loan and Security Agreement dated March 28, 2003(as amended and in effect, the “Loan Agreement”), pursuant to which Lender has made certainrevolving credit loans and other extensions of credit to Borrowers.
     Borrowers have informed Lender that Technologies desires to issue up to $90,000,000 aggregateprincipal amount of convertible senior subordinated notes to certain qualified institutional buyersin reliance on Rules 144A and 506 of the Securities Act of 1933, as amended, a portion of theproceeds of which will be applied by Technologies to the repayment in full of the FinestarSubordinated Debt, and Borrowers have requested the consent of Lender to the issuance of such notesand to the repayment in full of the Finestar Subordinated Debt. To induce Lender to grant suchconsent, Borrowers and Guarantors have agreed to execute and deliver and to perform its obligationsunder this Amendment.
     NOW, THEREFORE, for TEN DOLLARS ($10.00) in hand paid and other good and valuableconsideration, the receipt and sufficiency of which are hereby severally acknowledged, the partieshereto, intending to be legally bound hereby, agree as follows:
     **1. ****Definitions****.**All capitalized terms used in this Amendment, unless otherwisedefined herein, shall have the meaning ascribed to such terms in the Loan Agreement.
     **2. ****Amendments to Loan Agreement****.**The Loan Agreement is hereby amended as follows:
          (a) By amending Section 9.2.3 by (i) deleting the word “and” at the end of clause
 

 

(xi); (ii) redesignating clause (xii) as clause (xiii); and (iii) inserting the following newclause (xii):

               (xii) the Senior Subordinated Notes; and
          (b) By deleting the definition of “Change of Control” from Appendix A to the Loan Agreementand by substituting the following new definition in lieu thereof:
               Change of Control — the occurrence of any of the following events afterthe date of the Agreement: (i) any Person or Group of Persons shall, as a result ofa tender or exchange offer, open market purchases, privately negotiated purchases orotherwise, have become the direct or indirect beneficial owner (within the meaningof Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of EquityInterests of Technologies representing 50% or more of the Voting Power ofTechnologies; (ii) occupation of a majority of the seats (other than vacancies) onthe board of directors of Technologies by Persons who were neither (a) nominated bythe board of directors of Technologies as of the Closing Date nor (b) appointed bydirectors so nominated; or (iii) a Change of Control under (and as defined in) theSenior Subordinated Note Indenture shall occur.
     (c) By deleting the definition of “Subordinated Debt” from Appendix A to the Loan Agreementand by substituting the following new definition in lieu thereof:
     Subordinated Debt — the Senior Subordinated Notes, the FinestarSubordinated Debt and any other Debt of a Borrower that is fully and absolutelysubordinated in right of payment to the Obligations in a manner satisfactory toLender.
     (d) By adding the following new definitions to Appendix A to the Loan Agreement, in properalphabetical sequence:
     Senior Subordinated Notes — up to $90,000,000 aggregateprincipal amount of 5.50% per annum unsecured Convertible SeniorSubordinated Notes due 2010 outstanding under the Senior Subordinated NoteIndenture.
     Senior Subordinated Note Documents — collectively, the SeniorSubordinated Notes, the Senior Subordinated Note Indenture, the RegistrationRights Agreement, as defined in the Senior Subordinated Note Indenture, andall other agreements, instruments and certificates executed in connectionwith the issuance of the Senior Subordinated Notes.
     Senior Subordinated Note Indenture — the Indenture dated as ofAugust 13, 2003, by and between Technologies and The Bank of New York, asTrustee, pursuant to which the Senior Subordinated Notes are issued.
     **3. ****Ratification and Reaffirmation****.**Each Borrower hereby ratifies and reaffirms theObligations, each of the Loan Documents and all of such Borrower’s covenants, duties, indebtednessand liabilities under the Loan Documents, in each case as amended hereby.
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     **4. ****Acknowledgments and Stipulations.** Each Borrower acknowledges and stipulates thatthe Loan Agreement and the other Loan Documents executed by such Borrower are legal, valid andbinding obligations of such Borrower that are enforceable against such Borrower in accordance withthe terms thereof; all of the Obligations are owing and payable without defense, offset orcounterclaim (and to the extent there exists any such defense, offset or counterclaim on the datehereof, the same is hereby waived by such Borrower); the security interests and liens granted bysuch Borrower in favor of Lender are duly perfected, first priority security interests and liens;and the unpaid principal amount of the Revolver Loans on and as of August 13, 2003, totaledapproximately $10,000,000 and the unpaid amount of the LC Obligations on and as of August 13, 2003,totaled $0.
     **5. ****Representations and Warranties****.**Each Borrower represents and warrants to Lender,to induce Lender to enter into this Amendment (terms defined in the Loan Agreement, as amended bythis Amendment, being used in this Section 5 as so defined), that (i) no Default or Event ofDefault exists on the date hereof; (ii) that the execution, delivery and performance of thisAmendment have been duly authorized by all requisite corporate action on the part of such Borrowerand this Amendment has been duly executed and delivered by such Borrower; (iii) that all of therepresentations and warranties made by such Borrower in the Loan Agreement are true and correct onand as of the date hereof, (iv) that Technologies has the corporate power and authority to issuethe Senior Subordinated Notes, (v) that Technologies has the right and power, and has taken allnecessary action to authorize it, to execute and deliver the Indenture, the Senior SubordinatedNotes and each other Senior Subordinated Note Document and to perform its obligations each SeniorSubordinated Note Document in accordance with their respective terms, (vi) that the Indenture, theSenior Subordinated Notes and each other Senior Subordinated Note Document have been or will beduly executed and delivered by the duly authorized officers of Technologies and each SeniorSubordinated Note Document is or, each when executed and delivered in accordance with the termsthereof will be, a legal, valid and binding obligation of Technologies, enforceable against it inaccordance with its terms (including those pertaining to subordination), except as theenforceability thereof may be limited by bankruptcy, insolvency or other similar laws of generalapplication affecting the enforcement of creditors’ rights or general principles of equity, (v) theSenior Subordinated Notes are or, when executed and delivered in accordance with the terms of theIndenture will be, subordinated to the prior payment in full, in cash, of the Obligations, and (vi)that the issuance and sale of the Senior Subordinated Notes have been or will be registered orqualified under applicable federal and state securities laws or are exempt therefrom.
     **6. ****Acknowledgments, Representations, Consents and Reaffirmations by Guarantors****.**EachGuarantor hereby (i) acknowledges and stipulates that its Guaranty delivered in favor of Lender onor about the Closing Date is a legal, valid and binding obligation of such Guarantor that isenforceable against such Guarantor in accordance with the terms thereof, except as theenforceability thereof may be limited by bankruptcy, insolvency or other similar laws of generalapplication affecting the enforcement of creditors’ rights or general principles of equity, (ii)represents and warrants that this Amendment has been duly authorized by all requisite corporate orother action on the part of such Guarantor; that this Amendment has been duly executed anddelivered by such Guarantor; and that all of the representations and warranties made by suchGuarantor in its Guaranty are true and correct on and as of the date hereof, (iii) consents to each
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Borrower’s execution and delivery of this Amendment and of the other documents, instruments oragreements such Borrower agrees to execute and deliver pursuant hereto, and (iv) affirms thatnothing contained herein shall modify in any respect whatsoever its Guaranty and reaffirms that itsGuaranty is and shall remain in full force and effect.
     **7. ****Reference to Loan Agreement****.**Upon the effectiveness of this Amendment, eachreference in the Loan Agreement to “this Agreement,” “hereunder,” or words of like import shallmean and be a reference to the Loan Agreement, as amended by this Amendment.
     **8. ****Breach of Amendment****.**This Amendment shall be part of the Loan Agreement and abreach of any covenant herein or a breach in any material respect of any representation or warrantyherein shall constitute an Event of Default.
     **9. ****Conditions Precedent****.**The effectiveness of this Amendment is subject to thesatisfaction of each of the following conditions precedent, unless satisfaction thereof isspecifically waived in writing by Lender (terms defined in the Loan Agreement, as amended by thisAmendment, being used in this Section 9 as so defined):
     (a) Lender shall have received this Amendment, in form and substance satisfactory to Lender,duly executed and delivered by Borrowers, Guarantors and Lender;
     (b) Lender shall have received the final drafts of the Indenture and the Senior SubordinatedNotes, which drafts shall be in form and substance satisfactory to Lender, certified as true andcomplete copies of such final drafts by a Senior Officer of Technologies;
     (c) Lender shall have received a certificate of a Senior Officer of each Obligor, in form andsubstance satisfactory to Lender, stating that, to the best of his or her knowledge and based onan examination sufficient to enable him or her to make an informed statement, both before andafter giving effect to the transactions contemplated by the Senior Subordinated Note Indenture,
     (i) all of the representations and warranties made or deemed to be made by anObligor under the Loan Agreement and this Amendment are true and correct on and asof the date of issuance of the Senior Subordinated Notes, except (x) for changes inthe nature of an Obligor’s business or operations that may have occurred after thedate of the Loan Agreement in the Ordinary Course of Business or so long as Lenderhas consented to such changes or such changes did not result in a violation of anyprovision of the Loan Agreement, and (y) representations and warranties which bytheir terms are applicable only to a specific date shall be deemed made only at andas of such date.
     (ii) no Default or Event of Default exists on the date of issuance of theSenior Subordinated Notes.
     (d) Lender shall have received a certificate of the Secretary or Assistant Secretary of eachObligor, in form and substance satisfactory to Lender, having attached thereto the OrganizationDocuments of such Obligor (or, if applicable, containing the certification of such
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Secretary or Assistant Secretary that no amendment or modification of such Organization Documentshas become effective since the date on which such documents were last delivered to Lender), thatall corporate or company action, including shareholders’ or members’ approval, if necessary, hasbeen taken by such Obligor and/or its shareholders or members to authorize the execution, deliveryand performance of this Amendment and the other agreements, instruments and documents contemplatedhereby and containing the names and specimen signatures of each of the officers of such Obligor whois authorized to and will execute and deliver this Amendment and the other agreements, instrumentsand documents contemplated hereby or, if applicable, to the further effect that the incumbencycertificate most recently delivered to Lender remains in effect, unchanged; and
     (e) Not less than $75,000,000 aggregate principal amount of Senior Subordinated Notes shallhave been duly issued and paid for in accordance with the terms of the Senior Subordinated NoteIndenture on or before August 31, 2003.
     **10. ****Expenses of Lender**. In consideration of Lender’s willingness to enter into thisAmendment and modify the terms of the Loan Agreement as set forth herein, Borrowers agrees to payto Lender, **on demand**, all costs and expenses incurred by Lender in connection with the preparation,negotiation and execution of this Amendment and any other Loan Documents executed pursuant heretoand any and all amendments, modifications, and supplements thereto, including, without limitation,the reasonable costs and fees of Lender’s legal counsel and any taxes or expenses associated withor incurred in connection with any instrument or agreement referred to herein or contemplatedhereby.
     **11. ****Consent to Issuance of Senior Subordinated Notes and Repayment of FinestarSubordinated Debt****.**Subject to the satisfaction of the conditions precedent set forth inSection 9 hereof, Lender hereby consents to the following transactions: (a) the issuance byTechnologies of the Senior Subordinated Notes in accordance with the terms of the SeniorSubordinated Note Indenture and (b) the prepayment in full by Technologies of the FinestarSubordinated Debt in accordance with the terms of the Promissory Note Payoff Agreement dated August1, 2003, between Finestar and Technologies, an executed copy of which has been furnished byBorrowers to Lender.
     **12. ****Additional Covenants****.**Technologies hereby covenants and agrees in favor of Lenderto do each of the following:
     (a) apply a portion of the proceeds of the Senior Subordinated Notes to the repayment in fullof the Finestar Subordinated Debt no later than the second Business Day following the first date onwhich any Senior Subordinated Notes are issued and paid for, whereupon the Finestar SubordinatedDebt shall cease to be Permitted Debt and all references in the Loan Agreement and the other LoanDocuments to the Finestar Subordinated Debt shall be of no further force and effect, and deliverpromptly to Lender evidence satisfactory to Lender that the Finestar Subordinated Debt has been sopaid in full; and
     (b) deliver to Lender, promptly following the issuance of the Senior Subordinated Notes, (i)true and correct executed or conformed copies of all of the Senior Subordinated Note Documents,which shall be in the same form as the final drafts thereof delivered to and approved by
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Lender prior to the issuance of the Senior Subordinated Notes, certified by a Senior Officerof Technologies; and (ii) a certificate of a Senior Officer or such other evidence satisfactory toLender that not less than $75,000,000 aggregate principal amount of Senior Subordinated Notes havebeen issued and paid for.
     Technologies’ failure to comply strictly with the terms of this Section 12 shall, at theoption of Lender, constitute an Event of Default.
     **13. ****Effectiveness; Governing Law****.**This Amendment shall be effective upon acceptanceby Lender in Atlanta, Georgia (notice of which acceptance is hereby waived), whereupon the sameshall be governed by and construed in accordance with the laws of the State of New York (withoutgiving effect to the conflict of laws principles thereof other than Section 5-1401 of the New YorkGeneral Obligations Law).
     **14. ****Successors and Assigns****.**This Amendment shall be binding upon and inure to thebenefit of the parties hereto and their respective successors and assigns.
     **15. ****No Novation, etc.** Except as otherwise expressly provided in this Amendment,nothing herein shall be deemed to amend or modify any provision of the Loan Agreement or any of theother Loan Documents, each of which shall remain in full force and effect. This Amendment is notintended to be, nor shall it be construed to create, a novation or accord and satisfaction, and theLoan Agreement as herein modified shall continue in full force and effect.
     **16. ****Counterparts; Telecopied Signatures**. This Amendment may be executed in any numberof counterparts and by different parties to this Amendment on separate counterparts, each ofwhich, when so executed, shall be deemed an original, but all such counterparts shall constituteone and the same agreement. Any signature delivered by a party by facsimile transmission shall bedeemed to be an original signature hereto.
     **17. ****Further Assurances**. Each Borrower and Guarantor agrees to take such furtheractions as Lender shall reasonably request from time to time in connection herewith to evidence orgive effect to the amendments set forth herein or any of the transactions contemplated hereby.
     **18. ****Section Titles**. Section titles and references used in this Amendment shall bewithout substantive meaning or content of any kind whatsoever and are not a part of the agreementsamong the parties hereto.
     **19. ****Release of Claims****. To induce Lender to enter into this Amendment, each Borrowerand Guarantor hereby releases, acquits and forever discharges Lender and all officers, directors,agents, employees, successors and assigns of Lender from any and all liabilities, claims, demands,actions or causes of action of any kind or nature (if there be any), whether absolute orcontingent, disputed or undisputed, at law or in equity, or known or unknown, that such Borrower orGuarantor now has or ever had against Lender arising under or in connection with any of the LoanDocuments or otherwise. Each Borrower and Guarantor represents and warrants to Lender that noBorrower or Guarantor has**
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**transferred or assigned to any Person any claim that any Borrower or Guarantor ever had orclaimed to have against Lender.**
     **20. ****Waiver of Jury Trial****. To the fullest extent permitted by applicable law, theparties hereto each hereby waives the right to trial by jury in any action, suit, counterclaim orproceeding arising out of or related to this Amendment**.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed under