EXHIBIT 10 (cc)


                       AMENDMENT NO. 4 TO LETTER OF CREDIT
                           AND REIMBURSEMENT AGREEMENT

         THIS  AMENDMENT NO. 4 TO LETTER OF CREDIT AND  REIMBURSEMENT  AGREEMENT
 (this  "Agreement")  is made and entered into as of this 18th day of April,
 1997 among:

         DATA  GENERAL  CORPORATION,   a  Delaware   corporation   ("Borrower"),
NATIONSBANK OF TEXAS, NATIONAL ASSOCIATION, a national banking association,  THE
BANK OF NEW  YORK and  FLEET  NATIONAL  BANK,  formerly  known as Fleet  Bank of
Massachusetts,  N.A.  (each  individually,  a  "Lender"  and  collectively,  the
"Lenders"); and

         NATIONSBANK  OF  TEXAS,  NATIONAL   ASSOCIATION,   a  national  banking
association,  in its  capacity as agent for the Lenders (in such  capacity,  the
"Agent");

                              W I T N E S S E T H:
                              --------------------

         WHEREAS,  the  Borrower,  the Lenders and the Agent have entered into a
Letter of Credit and  Reimbursement  Agreement dated as of December 21, 1994, as
amended by Amendment No. 1 to Letter of Credit and Reimbursement Agreement dated
as of October 5, 1995, as further amended by Amendment No. 2 to Letter of Credit
and  Reimbursement  Agreement  dated as of  December  10,  1995,  and as further
amended by Amendment No. 3 to Letter of Credit and Reimbursement Agreement dated
as of  December  11,  1996,  among the  Borrower,  the Lenders and the Agent (as
amended,  the "Credit Agreement")  pursuant to which the Lenders agreed to issue
certain letters of credit on behalf of the Borrower; and

         WHEREAS,  the  Borrower  has  requested  that the Credit  Agreement  be
amended in the manner set forth herein and the Agent and the Lenders are willing
to agree to such amendment;

         NOW,  THEREFORE,  in  consideration  of the  mutual  covenants  and the
fulfillment  of the  conditions  set forth herein,  the parties hereto do hereby
agree as follows:

         1.       Definitions.  Any capitalized  terms used herein without  
definition shall have the meaning set forth in the Credit Agreement.

         2.       Amendment.  Subject  to the terms and  conditions  set forth
 herein,  the  Credit  Agreement  is hereby amended as follows:

                  (a) Section 1.01 of the Credit  Agreement is hereby amended by
         inserting  therein  the  following  new defined  terms in  alphabetical
         position:

                           "Acquisition"   means  the   acquisition   of  (i)  a
                  controlling  equity  interest in another Person engaged in the
                  same or similar  line of business of the  Borrower  (including
                  the purchase of an option,  warrant or  convertible or similar
                  type  security to acquire such a  controlling  interest at the
                  time it becomes exercisable by the holder thereof), whether by
                  purchase of such equity interest or upon exercise of an option
                  or warrant for, or conversion of securities  into, such equity
                  interest, or (ii) assets of another Person engaged in the same
                  or similar line of business of the Borrower  which  constitute
                  all or substantially  all of the assets of such Person or of a
                  line or lines of business conducted by such Person.

                           "Cost of  Acquisition"  means,  with  respect  to any
                  Acquisition,  as at the date of  entering  into any  agreement
                  therefor, the sum of the following (without duplication):  (i)
                  the value of the capital stock, warrants or options to acquire
                  capital  stock  of  the  Borrower  or  any  Subsidiary  to  be
                  transferred  in connection  therewith,  (ii) any cash or other
                  property  (excluding property described in clause (i)) and the
                  unpaid  principal  amount  of any  debt  instrument  given  as
                  consideration,  (iii) any Indebtedness assumed by the Borrower
                  or its Subsidiaries in connection with such  Acquisition,  and
                  (iv) out of  pocket  transaction  costs for the  services  and
                  expenses  of  attorneys,  accountants  and  other  consultants
                  incurred in effecting  such a  transaction,  and other similar
                  transaction costs so incurred. For purposes of determining the
                  Cost of Acquisition for any transaction, (A) the capital stock
                  of the  Borrower  shall be valued (I) at its  market  value as
                  reported on the New York Stock Exchange with respect to shares
                  that are  freely  tradeable,  and (II) with  respect to shares
                  that are not freely  tradeable,  as determined by the Board of
                  Directors  of the  Borrower  and, if  requested  by the Agent,
                  determined  to be a reasonable  valuation  by the  independent
                  public accountants  referred to in Section 6.01(a) hereof, (B)
                  the  capital  stock  of any  Subsidiary  shall  be  valued  as
                  determined by the Board of Directors of such  Subsidiary  and,
                  if  requested  by the  Agent,  determined  to be a  reasonable
                  valuation by the independent public accountants referred to in
                  Section   6.01(a)   hereof,   and  (C)  with  respect  to  any
                  Acquisition  accomplished  pursuant to the exercise of options
                  or  warrants  or the  conversion  of  securities,  the Cost of
                  Acquisition  shall  include  both the cost of  acquiring  such
                  option, warrant or convertible security as well as the cost of
                  exercise or conversion.

                  (b) Section 7.01 of the Credit  Agreement is hereby amended by
         deleting  the  ratio  ".45 to  1.00" in the  second  line  thereof  and
         inserting in replacement thereof the ratio ".55 to 1.00".

                  (c) Section 7.05 of the Credit  Agreement is hereby amended by
         deleting  the word "and" at the end of clause (iii)  thereof,  deleting
         the  period  at  the  end of  clause  (iv)  thereof  and  inserting  in
         replacement thereof "; " and by inserting after clause (iv) thereof new
         clauses (v) and (vi) which shall read as follows:

                           (v)    Indebtedness  in  an  aggregate   principal
                  amount  of  up  to  $200,000,000 evidenced by certain 
                  convertible bonds or similar instruments issued by the 
                  Borrower;

                           (vi)   Indebtedness   of  a  Person  acquired  in  an
                  Acquisition permitted under Section 7.07 hereof so long as (i)
                  such  Indebtedness  is not incurred in  contemplation  of such
                  Acquisition,  (ii)  neither the  Borrower  nor any  Subsidiary
                  (other than the Person being  acquired or a subsidiary  of the
                  Person   being   acquired)  is  liable  for  or  assumes  such
                  Indebtedness  and such  Indebtedness  is, and continues  after
                  such  Acquisition to be,  non-recourse to the Borrower and all
                  Subsidiaries  (other than the Person  acquired or a subsidiary
                  of such Person) and (iii) the  aggregate  principal  amount of
                  all such Indebtedness does not exceed $10,000,000; and

                           (vii)  Indebtedness  constituting part of the Cost
                  of Acquisition of any Acquisition permitted hereunder.

                  (d) Section 7.06(a) of the Credit  Agreement is hereby amended
         by (A) deleting  the word "and" at the end of clause (v)  thereof,  (B)
         deleting the period at the end of clause (vi) thereof and  inserting in
         replacement  thereof the words "; and", (C) inserting after clause (vi)
         thereof a new clause  (vii)  which  shall read  "(vii)  Liens on assets
         acquired in an Acquisition  permitted under Section 7.07 hereof so long
         as such Liens (i) are not incurred in contemplation of such Acquisition
         and (ii) do not  extend  to any  assets  other  than the  assets  being
         acquired in such Acquisition."

                  (e) Section 7.07 of the Credit  Agreement is hereby amended by
         (A)  deleting  the word  "and" at the end of clause  (v)  thereof,  (B)
         deleting the period at the end of clause (vi) thereof and  inserting in
         replacement  thereof the words "; and", (C) inserting after clause (vi)
         thereof a new clause  (vii) which shall read "(vii)  investments  in an
         aggregate amount not in excess of $200,000,000 in any Person or Persons
         engaged  in the  same or  similar  line of  business  as the  Borrower,
         provided  that  if the  amount  of any  individual  investment  exceeds
         $25,000,000,   the  Borrower  shall  have  furnished  to  the  Agent  a
         certificate in the form of Exhibit E prepared on a historical pro forma
         basis  giving  effect  to such  investment  and  demonstrating  that no
         Default or Event of Default would exist immediately after giving effect
         thereto" and (D) by inserting the following new paragraph  after clause
         (vii);

                  ; provided,  however,  the Borrower shall be permitted to make
                  Acquisitions  if (i) the Person to be (or whose  assets are to
                  be) acquired does not oppose such Acquisition, (ii) no Default
                  or Event of  Default  shall  exist  immediately  after  giving
                  effect to such Acquisition,  and (iii) the Borrower shall have
                  furnished  to the Agent (A) if the Cost of  Acquisition  shall
                  exceed  $25,000,000,  a  certificate  in the form of Exhibit E
                  prepared on a historical pro forma basis giving effect to such
                  Acquisition,  which  certificate  shall  demonstrate  that  no
                  Default  or Event of Default  would  exist  immediately  after
                  giving  effect  thereto,  and (B) if the  Cost of  Acquisition
                  shall  exceed  $200,000,000,  pro forma  historical  financial
                  statements as of the end of the most recently completed Fiscal
                  Year of the Borrower and most recent interim  fiscal  quarter,
                  if applicable giving effect to such Acquisition.

         3.       Effectiveness.  This  Agreement  shall become  effective as of
the date hereof upon receipt by the Agent of seven fully executed copies of this
Agreement (which may be signed in counterparts).

         4.       Representations  and  Warranties.  In order to  induce  the  
Agent  and the  Lender  to enter  into this Agreement, the Borrower represents
and warrants to the Agent and the Lenders as follows:

                  (a) The  representations  and  warranties  made by Borrower in
         Article V of the Credit Agreement are true and correct on and as of the
         date  hereof,  except  to the  extent  that  such  representations  and
         warranties  expressly  relate to an earlier  date and  except  that the
         financial  statements  referred to in Section  5.01(e)(i) of the Credit
         Agreement  shall  be  deemed  to be  those  financial  statements  most
         recently  delivered  to the Agent and the  Lenders  pursuant to Section
         6.01 of the Credit Agreement;

                  (b)  There  has  been  no  material   adverse  change  in  the
         condition,   financial   or   otherwise,   of  the   Borrower  and  its
         Subsidiaries,  taken as a  whole,  since  the  date of the most  recent
         financial reports of the Borrower received by the Agent and the Lenders
         under Section  6.01(a) of the Credit  Agreement,  other than changes in
         the ordinary course of business;

                  (c)  The  business  and  properties  of the  Borrower  and its
         Subsidiaries, taken as a whole, are not, and since the date of the most
         recent financial  report of the Borrower and its Subsidiaries  received
         by the  Agent and the  Lenders  under  Section  6.01(a)  of the  Credit
         Agreement,  have not been, adversely affected in any substantial way as
         the  result  of any  fire,  explosion,  earthquake,  accident,  strike,
         lockout,  combination of workers,  flood, embargo,  riot, activities of
         armed forces,  war or acts of God or the public enemy,  or cancellation
         or loss of any major contracts; and

                  (d) No event has occurred and is continuing which constitutes,
         and no condition  exists which upon the consummation of the transaction
         contemplated hereby would constitute,  a Default or an Event of Default
         on  the  part  of the  Borrower  under  the  Credit  Agreement,  either
         immediately or with the lapse of time or the giving of notice, or both.

         5.       Entire  Agreement.  This  Agreement  sets forth the entire
understanding  and  agreement of the parties hereto in relation to the subject
matter hereof and supersedes any prior  negotiations  and agreements  among the
parties relative to such subject matter.

         6.       Full Force and Effect of  Agreement.  Except as hereby  
specifically amended, modified or supplemented,  the Credit Agreement and all
other Letter of Credit  Documents  are hereby  confirmed  and ratified in all 
respects and shall remain in full force and effect according to their respective
terms.

         7.       Counterparts.  This  Agreement  may be  executed in any number
of  counterparts,  each of which shall be deemed an original as against any 
party whose signature  appears thereon,  and all of which shall together 
constitute one and the same instrument.

         8.       Governing  Law. This Agreement  shall in all respects be 
governed by the laws and judicial  decisions of the State of New York.

         9.       Enforceability.  Should  any  one or more  of the  provisions
of this  Agreement  be  determined  to be illegal  or  unenforceable  as to one 
or more of the  parties  hereto,  all other  provisions  nevertheless  shall 
remain effective and binding on the parties hereto.

         10.      Credit  Agreement.  All  references  in any of the Letter of 
Credit  Documents  to the Credit  Agreement shall mean the Credit Agreement as 
amended hereby.

                            [Signature page follows.]


<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly  executed  by their duly  authorized  officers,  all as of the day and year
first above written.

                                                     BORROWER:

                                                     DATA GENERAL CORPORATION

                                                     By:
                                                     Name:
                                                     Title:

                                                     LENDERS:

                                                     NATIONSBANK OF TEXAS,   
                                                     NATIONAL ASSOCIATION
                                                     By:
                                                     Name:
                                                     Title:

                                                     THE BANK OF NEW YORK

                                                     By:
                                                     Name:
                                                     Title:

                                                     FLEET NATIONAL BANK

                                                     By:
                                                     Name:
                                                     Title:

                                                     AGENT:

                                                     NATIONSBANK OF TEXAS, 
                                                     NATIONAL ASSOCIATION
                                                     as Agent for the Lenders

                                                     By:
                                                     Name:
                                                     Title: