Exhibit 10.1
FIRST AMENDMENT AGREEMENT
This FIRST AMENDMENT AGREEMENT (this "Amendment") is made as of the 10th
day of October, 2008 among:
(a) JUPITERMEDIA CORPORATION, a Delaware corporation ("Borrower");
(b) the Lenders, as defined in the Credit Agreement, as hereinafter
defined; and
(c) KEYBANK NATIONAL ASSOCIATION, as the lead arranger, sole book runner
and administrative agent for the Lenders under the Credit Agreement ("Agent").
WHEREAS, Borrower, Agent and the Lenders are parties to that certain Credit
and Security Agreement, dated as of July 12, 2007, that provides, among other
things, for loans and letters of credit aggregating One Hundred Fifteen Million
Dollars ($115,000,000), all upon certain terms and conditions (as the same may
from time to time be amended, restated or otherwise modified, the "Credit
Agreement");
WHEREAS, Borrower, Agent and the Lenders desire to amend the Credit
Agreement to modify certain provisions thereof;
WHEREAS, each capitalized term used herein and defined in the Credit
Agreement, but not otherwise defined herein, shall have the meaning given such
term in the Credit Agreement; and
WHEREAS, unless otherwise specifically provided herein, the provisions of
the Credit Agreement revised herein are amended as of the date of this
Amendment;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein and for other valuable consideration, Borrower, Agent and the
Lenders agree as follows:
1. Retroactive Amendment to Definition. Section 1.1 of the Credit Agreement
is hereby retroactively amended, effective as of September 30, 2008, to delete
the definition of "Consolidated EBITDA" therefrom, and to insert in place
thereof the following:
"Consolidated EBITDA" means, for any period, as determined on a
Consolidated basis and in accordance with GAAP, Consolidated Net Earnings
for such period plus, without duplication, the aggregate amounts deducted
in determining such Consolidated Net Earnings in respect of (a)
Consolidated Interest Expense, (b) Consolidated Income Tax Expense, (c)
Consolidated Depreciation and Amortization Charges, (d) all other non-cash
items of Borrower and its Subsidiaries (other than any such non-cash item
incurred in the ordinary course of business to the extent it represents an
accrual of or reserve for cash expenditures in any future period), (e)
fees, costs and expenses associated with the potential sale of Borrower to
Getty Images, Inc., and disclosed in writing to Agent prior to the Closing
Date, (f) fees, costs and expenses associated with the Creatas Litigation
up to the aggregate amount, for all such fees, costs and expenses,
of Seven Hundred Fifty Thousand Dollars ($750,000), (g) fees, costs and
expenses associated with the Stock Option Litigation up to the aggregate
amount, for all such fees, costs and expenses, of Five Hundred Thousand
Dollars ($500,000), and (h) severance payments made by the Companies, in an
aggregate amount not to exceed One Million Dollars ($1,000,000) during any
twelve (12) month period; provided that, for any period during which an
Acquisition is made pursuant to Section 5.13 hereof or a Significant Asset
Disposition occurs, Consolidated EBITDA shall be calculated after giving
pro forma effect to such Acquisition or Disposition as if such Acquisition
or Disposition had been completed on the first day of the relevant
measuring period.
2. Amendment to Definitions. Section 1.1 of the Credit Agreement is hereby
amended to delete the definitions of "Applicable Commitment Fee Rate",
"Applicable Margin", "Applicable Term Loan B Margin", "Maximum Revolving
Amount", "Swing Line Commitment" and "Total Commitment Amount" therefrom and to
insert in place thereof, respectively, the following:
"Applicable Commitment Fee Rate" means fifty (50.00) basis points.
"Applicable Margin" means:
(a) for any date prior to the First Amendment Effective Date, the
Applicable Margin in effect prior to the First Amendment Effective Date;
(b) effective on the First Amendment Effective Date, the number of
basis points (depending upon whether Revolving Loans are Eurodollar Loans
or Base Rate Loans) set forth in the following matrix, based upon the
result of the computation of the Leverage Ratio as set forth in the
Compliance Certificate for such fiscal quarter, as provided below:
-------------------------------------------------------- ------------------------- ------------------------
Applicable Basis Applicable Basis
Leverage Ratio Points for Eurodollar Points for
Loans Base Rate Loans
-------------------------------------------------------- ------------------------- ------------------------
Greater than 2.50 to 1.00 475.00 475.00
-------------------------------------------------------- ------------------------- ------------------------
Less than or equal to 2.50 to 1.00 450.00 450.00
-------------------------------------------------------- ------------------------- ------------------------
After the First Amendment Effective Date, changes to the Applicable Margin
shall be effective on the first day of each calendar month following the
date upon which Agent should have received, pursuant to Section 5.3(a) and
(b) hereof, the Consolidated financial statements of Borrower. The above
matrix does not modify or waive, in any respect, the requirements of
Section 5.7 hereof, the rights of Agent and the Lenders to charge the
Default Rate, or the rights and remedies of Agent and the Lenders pursuant
to Articles VIII and IX hereof. Notwithstanding anything herein to the
contrary, during any period when Borrower shall have failed to timely
deliver the Consolidated financial statements pursuant to Section 5.3(a) or
(b) hereof, or the Compliance Certificate pursuant to Section 5.3(c)
hereof, until such time as the appropriate Consolidated
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financial statements and Compliance Certificate are delivered, the
Applicable Margin shall be the highest rate per annum indicated in the
above pricing grid for Loans of that type regardless of the Leverage Ratio
at such time.
"Applicable Term Loan B Margin" means (a) with respect to a portion of
the Term Loan B that is a Base Rate Loan, four hundred seventy-five (475)
basis points, and (b) with respect to a portion of the Term Loan B that is
a Eurodollar Loan, four hundred seventy-five (475) basis points; provided
that, if the Leverage Ratio is less than 2.00 to 1.00 for two consecutive
fiscal quarters of Borrower, the Applicable Term Loan B Margin shall be
reduced to (i) with respect to a portion of the Term Loan B that is a Base
Rate Loan, four hundred twenty-five (425) basis points, and (ii) with
respect to a portion of the Term Loan B that is a Eurodollar Loan, four
hundred twenty-five (425) basis points. Reductions in the Applicable Term
Loan B Margin pursuant to subparts (i) and (ii) above shall be effective on
the first day of the calendar month following the date upon which Agent
received, pursuant to Section 5.3(a) and (b) hereof, the Consolidated
financial statements of Borrower showing that the Leverage Ratio has been
less than 2.00 to 1.00 for two consecutive fiscal quarters of Borrower.
"Maximum Revolving Amount" means Twenty-Five Million Dollars
($25,000,000), as such amount may be reduced pursuant to Section 2.10(a)
hereof.
"Swing Line Commitment" means the commitment of the Swing Line Lender
to make Swing Loans to Borrower up to the aggregate amount at any time
outstanding of Three Million One Hundred Twenty-Five Thousand Dollars
($3,125,000).
"Total Commitment Amount" means the principal amount of Ninety-Nine
Million Two Hundred Fifty Thousand Dollars ($99,250,000), as such amount
may be reduced pursuant to Section 2.10(a) hereof.
3. Additions to Definitions. Section 1.1 of the Credit Agreement is hereby
amended to add the following new definitions thereto:
"Commitment Reduction Payment" means the amount required to be paid by
Borrower to reduce the Revolving Credit Exposure pursuant to Section
2.12(a) hereof as a result of an optional reduction of the Revolving Credit
Commitment made by Borrower pursuant to Section 2.10(a) hereof.
"Consolidated Working Capital" means, at any date, (a) the current
assets (excluding cash) of Borrower, minus (b) the current liabilities
(excluding the current maturities of long-term Indebtedness) of Borrower;
in each case, as determined on a Consolidated basis and in accordance with
GAAP.
"Excess Cash Flow" means, for any fiscal year of Borrower, as
determined on a Consolidated basis and in accordance with GAAP, an amount
equal to (a) Consolidated EBITDA plus the decrease, if any, in Consolidated
Working Capital as of the end of such fiscal year over Consolidated Working
Capital as of the end of the prior fiscal year of
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Borrower; minus (b) the sum, without duplication, of (i) the aggregate
amount of the scheduled principal payments made with respect to
Consolidated Funded Indebtedness for such fiscal year, (ii) Consolidated
Interest Expense paid in cash, (iii) Consolidated Income Tax Expense paid
in cash, (iv) Consolidated Capital Expenditures, and (v) the increase, if
any, in Consolidated Working Capital as of the end of such fiscal year over
Consolidated Working Capital as of the end of the prior fiscal year of
Borrower.
"First Amendment Effective Date" means October 10, 2008.
4. Deletion of Accordion. Section 2.10 of the Credit Agreement is hereby
amended to delete subsections (b) and (c) therefrom in their entirety.
5. Retroactive Amendment to Financial Covenants. Section 5.7 of the Credit
Agreement is hereby retroactively amended, effective as of September 30, 2008,
to delete subsections (a) and (c) therefrom and to insert in place thereof,
respectively, the following:
(a) Leverage Ratio. The Companies shall not suffer or permit at any
time the Leverage Ratio to exceed (i) prior to September 30, 2008, the
Leverage Ratio requirement as in effect prior to the First Amendment
Effective Date, (ii) 3.50 to 1.00 on September 30, 2008 through Xxxxx 00,
0000, (xxx) 2.75 to 1.00 on March 31, 2010 through June 29, 2010, and (iv)
2.50 to 1.00 on June 30, 2010 and thereafter.
(c) Capital Expenditures. The Companies shall not invest in
Consolidated Capital Expenditures (i) more than an aggregate amount equal
to Six Million Seven Hundred Fifty Thousand Dollars ($6,750,000) during the
2007 fiscal year of Borrower, (ii) more than an aggregate amount equal to
Six Million Two Hundred Fifty Thousand Dollars ($6,250,000) during the 2008
fiscal year of Borrower, (iii) more than an aggregate amount equal to Six
Million Dollars ($6,000,000) during the 2009 fiscal year of Borrower, and
(iv) more than an aggregate amount equal to Five Million Dollars
($5,000,000) during the 2010 fiscal year of Borrower and during any fiscal
year of Borrower thereafter; provided that the amount of Consolidated
Capital Expenditures permitted for any fiscal year, commencing with the
2008 fiscal year of Borrower, shall be increased by the amount of unused
permitted Consolidated Capital Expenditures from the immediately preceding
fiscal year. Consolidated Capital Expenditures made pursuant to this
Section 5.7(c) shall be deemed made first in respect of amounts carried
over from the previous fiscal year.
6. Addition to Mandatory Payments. Section 2.12(c) of the Credit Agreement
is hereby amended to add the following new subpart (v) at the end thereof:
(v) Excess Cash Flow. Borrower shall, within one hundred (100) days
after the end of each fiscal year of Borrower (commencing with the fiscal
year of Borrower ending December 31, 2009), make a Mandatory Prepayment in
an amount of not less than (i) seventy-five percent (75%) of the Excess
Cash Flow for the most recently completed fiscal year of Borrower, minus
(ii) the aggregate amount of optional principal prepayments of the Term
Loan B made during such fiscal year (for clarification purposes,
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any prepayments made pursuant to Section 2.12 hereof shall not be included
in this subpart (ii)), minus (iii) the aggregate amount of Commitment
Reduction Payments made during such fiscal year; provided that, commencing
with the fiscal quarter of Borrower ending March 31, 2009, if the Leverage
Ratio at any time shall be less than 2.00 to 1.00 for any two consecutive
fiscal quarters of Borrower, the percentage set forth in subpart (i) above
shall be reduced to fifty percent (50%) and shall remain at such reduced
percentage until such time (if any) that the Leverage Ratio equals or
exceeds 2.00 to 1.00.
7. Amendment to Financial Statements and Information. Section 5.3 of the
Credit Agreement is hereby amended to delete subsection (a) therefrom and to
insert in place thereof the following:
(a) Quarterly Financials. Borrower shall deliver to Agent, within
forty-five (45) days after the end of each of the first three
quarter-annual periods of each fiscal year of Borrower, balance sheets of
the Companies as of the end of such period and statements of income (loss)
for the quarter and fiscal year-to-date periods, and cash flows for the
fiscal year-to-date periods, all prepared on a Consolidated basis (and on a
consolidating basis with respect to balance sheets and statements of income
(loss)) in accordance with GAAP and certified by a Financial Officer.
8. Amendment to Schedules. The Credit Agreement is hereby amended to delete
Schedule 1 (Commitment of Lenders) therefrom and to insert in place thereof a
new Schedule 1 in the form of Schedule 1 hereto.
9. Amendment to Exhibits. The Credit Agreement is hereby amended to delete
Exhibit E (Compliance Certificate) therefrom and to insert in place thereof a
new Exhibit E in the form of Exhibit E hereto.
10. Clarification of Consent. Pursuant to that certain Consent Letter,
dated March 30, 2008, by and among Borrower, Agent and the Lenders (the "Consent
Letter"), Agent and the Lenders agreed to permit Borrower to add back to
Consolidated EBITDA certain non-cash charges related to impairment of goodwill
and intangible assets (the "Impairment Charges"). In connection therewith,
Borrower, Agent and the Lenders desire to clarify that the Consent Letter also
permitted Borrower to add back to Consolidated EBITDA certain non-recurring
professional fees incurred in connection with the Impairment Charges during the
fiscal quarter of Borrower ending March 31, 2008 in the aggregate amount of
Seven Hundred Thirteen Thousand Dollars ($713,000).
11. Closing Deliveries. Concurrently with the execution of this Amendment,
Borrower shall:
(a) pay an amendment fee to Agent, for the pro rata benefit of the
Revolving Lenders that shall have executed and delivered this Amendment to
Agent on or before 12:00 P.M. Noon (Eastern time) on October 10, 2008 (each
an "Approving Revolving Lender"), in an amount equal to fifty (50) basis
points times the aggregate amount of the
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Revolving Credit Commitments (as in effect following the execution of this
Amendment) of the Approving Revolving Lenders;
(b) pay an amendment fee to Agent, for the pro rata benefit of the
Term B Lenders that shall have executed and delivered this Amendment to
Agent on or before 12:00 P.M. Noon (Eastern time) on October 10, 2008 (each
an "Approving Term B Lender"), in an amount equal to fifty (50) basis
points times the aggregate portion of the Term Loan B Exposure attributable
to the Approving Term B Lenders;
(c) cause each Guarantor of Payment to execute the attached
Acknowledgement and Agreement; and
(d) pay all reasonable legal fees and expenses of Agent, and other
charges, in connection with this Amendment.
12. Representations and Warranties. Borrower hereby represents and warrants
to Agent and the Lenders that (a) Borrower has the legal power and authority to
execute and deliver this Amendment; (b) the officers executing this Amendment
have been duly authorized to execute and deliver the same and bind Borrower with
respect to the provisions hereof; (c) the execution and delivery hereof by
Borrower and the performance and observance by Borrower of the provisions hereof
do not violate or conflict with the organizational agreements of Borrower or any
law applicable to Borrower or result in a breach of any provision of or
constitute a default under any other agreement, instrument or document binding
upon or enforceable against Borrower; (d) no Default or Event of Default exists
under the Credit Agreement, nor will any occur immediately after the execution
and delivery of this Amendment or by the performance or observance of any
provision hereof; (e) Borrower is not aware of any claim or offset against, or
defense or counterclaim to, Borrower's obligations or liabilities under the
Credit Agreement or any Related Writing; and (f) this Amendment constitutes a
valid and binding obligation of Borrower in every respect, enforceable in
accordance with its terms.
13. References to Credit Agreement. Each reference that is made in the
Credit Agreement or any Related Writing shall hereafter be construed as a
reference to the Credit Agreement as amended hereby. Except as herein otherwise
specifically provided, all terms and provisions of the Credit Agreement are
confirmed and ratified and shall remain in full force and effect and be
unaffected hereby. This Amendment is a Related Writing.
14. Waiver and Release. Borrower, by signing below, hereby waives and
releases Agent and each of the Lenders, and their respective directors,
officers, employees, attorneys, affiliates and subsidiaries, from any and all
claims, offsets, defenses and counterclaims of which Borrower is aware, such
waiver and release being with full knowledge and understanding of the
circumstances and effect thereof and after having consulted legal counsel with
respect thereto.
15. Counterparts. This Amendment may be executed in any number of
counterparts, by different parties hereto in separate counterparts and by
facsimile signature, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute but
one and the same agreement.
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16. Headings. The headings, captions and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of
this Amendment.
17. Severability. Any term or provision of this Amendment held by a court
of competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the term or provision so held to be invalid or unenforceable.
18. Governing Law. The rights and obligations of all parties hereto shall
be governed by the laws of the State of Ohio, without regard to principles of
conflicts of laws.
[Remainder of page intentionally left blank.]
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JURY TRIAL WAIVER. BORROWER, THE LENDERS AND AGENT, TO THE EXTENT PERMITTED
BY LAW, EACH HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, THE
LENDERS AND AGENT, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED
TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH
THIS AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED
OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.
IN WITNESS WHEREOF, the parties have executed and delivered this Amendment
as of the date first set forth above.
JUPITERMEDIA CORPORATION
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
------------------------------------------
Xxxxxxxxxxx X. Xxxxxxx
President & Chief Operating Officer
KEYBANK NATIONAL ASSOCIATION,
as Agent and as a Lender
By: /s/ Xxxxxxxx X'Xxxxx
-----------------------------------------
Xxxxxxxx X'Xxxxx
Vice President
Signature Page 1 of 8 to
First Amendment Agreement
CITIZENS BANK, N.A.,
as Syndication Agent and as a Lender
By:
------------------------------------------
Name:
Title:
Signature Page 2 of 8 to
First Amendment Agreement
BANK OF AMERICA, N.A.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxxx
----------------------------------------
Title: Senior Vice President
---------------------------------------
Signature Page 3 of 8 to
First Amendment Agreement
XXXXXXX BANK
By: /s/ Xxxxxxxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
----------------------------------------
Title: Vice President
---------------------------------------
Signature Page 4 of 8 to
First Amendment Agreement
PANGAEA CLO 2007-1 LTD
By: /s/ Xxxxxxx X. Xxxx
----------------------------------------
Name: Xxxxxxx X. Xxxx
-------------------------------------
Title: Senior Managing Director
-------------------------------------
Signature Page 5 of 8 to
First Amendment Agreement
TELOS CLO 2006-1, LTD
By Tricadia CDO Management, LLC
By: /s/ Xxxx X. XxXxxxxxx III
------------------------------------------
Name: Xxxx X. XxXxxxxxx III
-------------------------------------
Title: Managing Director
-------------------------------------
TELOS CLO 2007-2, LTD
By Tricadia Loan Management, LLC,
as Collateral Manager
By: /s/ Xxxx X. XxXxxxxxx III
------------------------------------------
Name: Xxxx X. XxXxxxxxx III
----------------------------------------
Title: Managing Director
---------------------------------------
Signature Page 6 of 8 to
First Amendment Agreement
GENERAL ELECTRIC CAPITAL CORP.
By: /s/ Xxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxxxxx
----------------------------------------
Title: Duly Authorized Signatory
---------------------------------------
Signature Page 7 of 8 to
First Amendment Agreement
XXXXXXXX FUNDING 2008-1 LTD
By: /s/ Xxxxxx Xxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxx
----------------------------------------
Title: President
-------------------------------------
Signature Page 8 of 8 to
First Amendment Agreement
ACKNOWLEDGMENT AND AGREEMENT
The undersigned consent and agree to and acknowledge the terms of the
foregoing First Amendment Agreement dated as of October 10, 2008. The
undersigned further agree that the obligations of the undersigned pursuant to
the Guaranty of Payment executed by the undersigned are hereby ratified and
shall remain in full force and effect and be unaffected hereby.
The undersigned hereby waive and release Agent and the Lenders and their
respective directors, officers, employees, attorneys, affiliates and
subsidiaries from any and all claims, offsets, defenses and counterclaims of any
kind or nature, absolute and contingent, of which the undersigned are aware or
should be aware, such waiver and release being with full knowledge and
understanding of the circumstances and effect thereof and after having consulted
legal counsel with respect thereto.
JURY TRIAL WAIVER. THE UNDERSIGNED, TO THE EXTENT PERMITTED BY LAW, HEREBY
WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER
SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWERS, AGENT, THE LENDERS AND
THE UNDERSIGNED, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO,
OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS
AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR
DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.
WORKBOOK, INC. JUPITERIMAGES CORPORATION
By: /s/ Xxxxxxxxxxx X. Xxxxxxx By: /s/ Xxxxxxxxxxx X. Xxxxxxx
--------------------------------------- ----------------------------
Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxxxxx
President, Chief Operating Officer and Secretary and Treasurer
Secretary
XXXXXXXXXXX.XXX INC.
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Secretary and Treasurer
Signature Page to
Acknowledgment and Agreement
SCHEDULE 1
-------------------------------- -------------------- ------------------ ------------------ ------------------- --------------------
REVOLVING REVOLVING
CREDIT CREDIT TERM LOAN B TERM LOAN B
COMMITMENT COMMITMENT COMMITMENT COMMITMENT
LENDERS PERCENTAGE AMOUNT PERCENTAGE AMOUNT MAXIMUM AMOUNT
------- ---------- ------ ---------- ------ --------------
-------------------------------- -------------------- ------------------ ------------------ ------------------- --------------------
KeyBank National Association 50.00% $12,500,000 12.67% $9,405,000 $21,905,000
-------------------------------- -------------------- ------------------ ------------------ ------------------- --------------------
Citizens Bank, N.A. 15.00% $3,750,000 12.00% $8,910,000 $12,660,000
-------------------------------- -------------------- ------------------ ------------------ ------------------- --------------------
Bank of America, N.A. 25.00% $6,250,000 24.00% $17,820,000 $24,070,000
-------------------------------- -------------------- ------------------ ------------------ ------------------- --------------------
Xxxxxxx Bank 10.00% $2,500,000 8.00% $5,940,000 $8,440,000
-------------------------------- -------------------- ------------------ ------------------ ------------------- --------------------
Various Other Term B Lenders 43.33% $32,175,000 $32,175,000
-------------------------------- -------------------- ------------------ ------------------ ------------------- --------------------
100% $25,000,000 100% $74,250,000
----------- -----------
Total Commitment Amount $99,250,000
-------------------------------- -------------------- ------------------ ------------------ ------------------- --------------------
S-1
EXHIBIT E
FORM OF
COMPLIANCE CERTIFICATE
For Fiscal Quarter ended
--------------------
THE UNDERSIGNED HEREBY CERTIFIES THAT:
(1) I am the duly elected President or Chief Financial Officer of
Jupitermedia Corporation, a Delaware corporation ("Borrower");
(2) I am familiar with the terms of that certain Credit and Security
Agreement, dated as of July 12, 2007, among the undersigned, the lenders from
time to time named on Schedule 1 thereto (together with their respective
successors and assigns, collectively, the "Lenders"), as defined in the Credit
Agreement, KeyBank National Association, as Agent, and Citizens Bank, N.A., as
the syndication agent (as the same may from time to time be amended, restated or
otherwise modified, the "Credit Agreement", the terms defined therein being used
herein as therein defined), and the terms of the other Loan Documents, and I
have made, or have caused to be made under my supervision, a review in
reasonable detail of the transactions and condition of Borrower and its
Subsidiaries during the accounting period covered by the attached financial
statements;
(3) The review described in paragraph (2) above did not disclose, and I
have no knowledge of, the existence of any condition or event that constitutes
or constituted a Default or Event of Default, at the end of the accounting
period covered by the attached financial statements or as of the date of this
Certificate;
(4) Set forth on Attachment I hereto are calculations of the financial
covenants set forth in Section 5.7 of the Credit Agreement and the calculation
of Excess Cash Flow, which calculations show compliance with the terms thereof.
IN WITNESS WHEREOF, I have signed this certificate the ___ day of
_________, 20___.
JUPITERMEDIA CORPORATION
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
E-1
