Exhibit 10.1
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EIGHTH AMENDMENT
TO AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
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Eighth Amendment dated as of June 30, 1998 to Amended and Restated
Revolving Credit Agreement (the "Eighth Amendment"), by and among AVID
TECHNOLOGY, INC., a Delaware corporation (the "Borrower"), BANKBOSTON, N.A.
(formerly known as The First National Bank of Boston) and the other lending
institutions listed on Schedule 1 to the Credit Agreement (as hereinafter
defined) (the "Banks") and BANKBOSTON, N.A., as agent for the Banks (in such
capacity, the "Agent"), amending certain provisions of the Amended and Restated
Revolving Credit Agreement dated as of June 30, 1995 (as amended and in effect
from time to time, the "Credit Agreement") by and among the Borrower, the Banks
and the Agent. Terms not otherwise defined herein which are defined in the
Credit Agreement shall have the same respective meanings herein as therein.
WHEREAS, the Borrower, the Banks and the Agent have agreed to modify
certain terms and conditions of the Credit Agreement as specifically set forth
in this Eighth Amendment;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
ss.1. Amendment to ss.1 of the Credit Agreement. Section 1.1 of the Credit
Agreement is hereby amended by amending the definition of "Maturity Date" by
deleting the date "June 30, 1998" which appears in such definition and
substituting in place thereof the date "June 29, 1999".
ss.2. Amendment to ss.7 of the Credit Agreement. Section 7.5.1 of the
Credit Agreement is hereby amended by deleting the text of ss.7.5.1 in its
entirety and restating it as follows:
7.5.1. Mergers and Acquisitions. The Borrower will not, and will not
permit any of its Subsidiaries to, become a party to any merger or stock
acquisition (other than the acquisition of Assets in the ordinary course
of business consistent with past practices) except (a) the merger or
consolidation of one or more of the Subsidiaries of the Borrower with and
into the Borrower, with the Borrower being the surviving entity; (b) the
merger or consolidation of two or more Subsidiaries of the Borrower; (c)
other acquisitions (other than the SoftImage Acquisition (as hereinafter
defined)) where (i) the aggregate total consideration of all such
acquisitions does not exceed, in the aggregate, $10,000,000 in cash
payments and $25,000,000 in stock consideration; (ii) no Default or Event
of Default has occurred and is continuing or would exist after giving
effect thereto; (iii) the Borrower has provided the Agent with prior
written notice of such acquisition; and (iv) the acquired entity is in the
same or a similar line of business as the Borrower; and (d) the
acquisition by the Borrower of the SoftImage unit of Microsoft Corp. (the
"SoftImage Acquisition") provided (i) the Borrower has complied with the
provisions of ss.7.5.1(c)(ii) - (iv) above; (ii) the Borrower has
demonstrated to the satisfaction of the Agent pro forma compliance with
the financial covenants contained in ss.8 hereof both prior to and after
giving effect to the SoftImage Acquisition; (iii) the aggregate purchase
price does not exceed $300,000,000, of which (1) not more than $89,000,000
shall be paid in cash; (2) not more than $10,000,000 shall be evidenced by
a note or other form of Indebtedness of the Borrower to Microsoft, Inc.;
(3) not more than $100,000,000 of the purchase price shall be paid with
the stock of the Borrower valued at such amount; (4) not more than
$40,000,000 of the purchase price shall be evidenced by a warrant issued
to Microsoft, Inc. to purchase stock of the Borrower valued at such
amount; and (5) not more than $85,000,000 of the purchase price shall
consist of stock options valued at such amount issued to employees; and
(iv) the terms of such acquisition are otherwise acceptable to the Agent.
For the avoidance of doubt, the execution by the Borrower prior to the
consummation of the SoftImage Acquisition of a letter of intent or similar
agreement to effect the SoftImage Acquisition shall not constitute a
Default or Event of Default hereunder, provided, the Borrower shall be in
compliance with this ss.7.5.1(d) at the time such acquisition is
consummated. In the event any new Subsidiary is formed as a result of an
acquisition permitted hereunder, the Borrower will, immediately after
giving effect to such acquisition, provide the Agent with a revised
Schedule 5.18.
ss.3. Conditions to Effectiveness. This Eighth Amendment shall not
become effective until the Agent receives a counterpart of this Eighth
Amendment executed by the Borrower, the Banks and the Agent.
ss.4. Representations and Warranties. The Borrower hereby repeats, on and
as of the date hereof, each of the representations and warranties made by it in
ss.5 of the Credit Agreement, provided, that all references therein to the
Credit Agreement shall refer to such Credit Agreement as amended hereby. In
addition, the Borrower hereby represents and warrants that the execution and
delivery by the Borrower of this Eighth Amendment and the performance by the
Borrower of all of its agreements and obligations under the Credit Agreement as
amended hereby are within the corporate authority of the Borrower and have been
duly authorized by all necessary corporate action on the part of the Borrower.
ss.5. Ratification, Etc. Except as expressly amended hereby, the Credit
Agreement and all documents, instruments and agreements related thereto are
hereby ratified and confirmed in all respects and shall continue in full force
and effect. The Credit Agreement and this Eighth Amendment shall be read and
construed as a single agreement. All references in the Credit Agreement or any
related agreement or instrument to the Credit Agreement shall hereafter refer to
the Credit Agreement as amended hereby.
ss.6. No Waiver. Nothing contained herein shall constitute a waiver
of, impair or otherwise affect any Obligations, any other obligation of the
Borrower or any rights of the Agent or the Banks consequent thereon.
ss.7. Counterparts. This Eighth Amendment may be executed in one or
more counterparts, each of which shall be deemed an original but which
together shall constitute one and the same instrument.
ss.8. Governing Law. THIS EIGHTH AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS
(WITHOUT REFERENCE TO CONFLICT OF LAWS).
IN WITNESS WHEREOF, the parties hereto have executed this Eighth Amendment
as a document under seal as of the date first above written.
AVID TECHNOLOGY, INC.
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title:Senior Vice President of Finance,
Chief Financial Officer and Treasurer
BANKBOSTON, N.A.,
individually and as Agent
By:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President
ABN AMRO BANK N.V.
By:/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Vice President
By:/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President
