Exhibit 10.1
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TENTH AMENDMENT
TO AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
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Tenth Amendment dated as of June 29, 1999 to Amended and Restated
Revolving Credit Agreement (the "Tenth 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 Tenth 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 toss.1 of the Credit Agreement. Section 1.1 of the
Credit Agreement is hereby amended as follows:
(a) The definition of "Consolidated Tangible Net Worth" is
hereby amended by deleting all the text of such definition following
the words "Financial Accounting Standards Board Statement No. 52" which
appears in such definition and substituting in place thereof the words
"provided, however, for purposes of calculating compliance with ss.8.2
hereof, the amount of the goodwill on the Borrower's balance sheet
relating to the Softimage Acquisition which would otherwise be required
to be deducted from Consolidated Tangible Net Worth shall not be
deducted from Consolidated Tangible Net Worth for purposes of ss.8.2 of
the Credit Agreement"; and
(b) The definition of "Maturity Date" contained on Section 1.1
of the Credit Agreement is hereby amended by deleting the date "June
29, 1999" which appears in such definition and substituting in place
thereof the date "June 28, 2000".
ss.2. Amendment to ss.2 of the Credit Agreement. Section 2.2 of the
Credit Agreement is hereby amended by deleting the words "one quarter of one
percent (1/4%) per annum" which appear in the first sentence of ss.2.2 and
substituting in place thereof the words "three eighths of one percent (.375%)
per annum".
ss.3. Amendment to ss.4 of the Credit Agreement. Section 4.1 of the
Creditagreement is hereby amended by deleting the text of ss.4.1 in its entirety
and substituting in place thereof the words "Intentionally Omitted".
ss.4. Amendment to ss.8 of the Credit Agreement. Section 8 of
the Credit Agreement is hereby amended by deleting ss.8.4 of the Credit
Agreement in its entirety.
ss.5. Conditions to Effectiveness. This Tenth Amendment shall
not become effective until the Agent receives the following:
(a) a counterpart of this Tenth Amendment executed by
the Borrower, the Banks and the Agent; and
(b) payment in cash to the Agent for the respective accounts
of the Banks an amendment fee of $10,000 for each Bank.
ss.6. 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 Tenth 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.7. 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 Tenth 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.8. 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.9. Counterparts. This Tenth 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.10. Governing Law. THIS TENTH 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 Tenth
Amendment as a document under seal as of the date first above written.
AVID TECHNOLOGY, INC.
By:/s/ Xxxxxxx X. Xxxxxxxx
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Title:Chief Financial Officer and Treasurer
BANKBOSTON, N.A.,
individually and as Agent
By:/s/ Xxxx X. Xxxxxxx
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Title: Vice President
ABN AMRO BANK N.V.
By:/s/ Xxxxx X. Xxxxxx
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Title: Group Vice President
By:/s/ Xxxxx X. Xxxxxx
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Title: Vice President
