EXHIBIT 10.2
FIRST AMENDMENT TO
REVOLVING CREDIT AGREEMENT
First Amendment dated as of March 30, 1999 to Revolving Credit Agreement
(the "First Amendment"), by and between MICROGRAFX, INC, a Texas corporation
(the "Borrower") and BANKBOSTON, NA (the "Bank"), amending certain provisions of
the Revolving Credit Agreement dated as of April 1, 1998 (as amended and in
effect from time to time, the "Credit Agreement") by and between the Borrower
and the Bank. Terms not otherwise defined herein which are defined in the Credit
Agreement shall have the same respective meanings herein as therein
WHEREAS, the Borrower and the Bank have agreed to modify certain terms
and conditions of the Credit Agreement as specifically set forth in this First
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:
1. Amendment to Section 1 of the Credit Agreement. The definition of
"Maturity Date" contained in Section 1 of the Credit Agreement is
hereby amended by deleting the date "March 30, 1999" which
appears in such definition and substituting in place thereof the
date "March 29, 2000".
2. Conditions to Effectiveness. This First Amendment shall not
become effective until the Agent receives the following:
(a) a counterpart of this First Amendment, executed by the
Borrower and the Bank;
(b) receipt by the Bank of evidence that all necessary corporate
action has been taken by the Borrower to authorize the
transactions contemplated hereby; and
(c) an amendment fee for the account of the Bank of $25,000 in
cash from the Borrower.
3. Representations and Warranties. The Borrower hereby represents
that, on and as of the date hereof, each of the representations
and warranties made by it inss.6 of the Credit Agreement remain
true as of the date hereof (except to the extent of changes
resulting from transactions contemplated or permitted by the
Credit Agreement and the other Loan Documents and changes
occurring in the ordinary course of business that singly or in
the aggregate are not materially adverse, and to the extent that
such representations and warranties relate expressly to an
earlier date), 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 First
1
Amendment and the performance by the Borrower of all of its
agreements and obligations under the Credit Agreement and the
other Loan Documents as amended hereby are within the corporate
authority of the Borrower and has been duly authorized by all
necessary corporate action on the part of the Borrower.
4. Ratification, Etc. Except as expressly amended hereby, the Credit
Agreement and all documents, instruments and agreements related
thereto, including, but not limited to the Security Documents,
are hereby ratified and confirmed in all respects and shall
continue in full force and effect. The Credit Agreement and this
First 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.
5. 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 Bank consequent thereon.
6. Counterparts. This First 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
7. Governing Law. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS (WITHOUT REFERENCE TO CONFLICT OF LAWS).
2
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment as a document under seal as of the date first above written.
MICROGRAFX, INC.
By: /s/ Xxxx X. Xxxxxxxxx
---------------------
Title: Chief Financial Officer and
Treasurer
BANKBOSTON, N.A.
By: /s/ Xxxxxxxxx Xxxxxx
--------------------
Title: Director
3
