EXHIBIT 10.33
FIRST AMENDMENT
TO
REVOLVING CREDIT AGREEMENT
First Amendment dated as of May 26, 1998 to Revolving Credit Agreement (the
"First Amendment"), by and among CMG INFORMATION SERVICES, 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
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to the Credit Agreement (as hereinafter defined) (the "Banks"), amending certain
provisions of Revolving Credit Agreement dated as of May 14, 1997 (as amended
and in effect from time to time, the "Credit Agreement") by and among the
Borrower, the Banks and BankBoston, N.A. as agent for the Banks (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 and the Banks 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:
(S)1. AMENDMENT TO SECTION 1 OF THE CREDIT AGREEMENT. Section 1 of the
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Credit Agreement is hereby amended by deleting the date "May 14, 1998" which
appears in the definition of "Revolving Credit Loan Maturity Date" and
substituting in place thereof the date "August 14, 1998".
(S)2. AMENDMENT TO SECTION 2 OF THE CREDIT AGREEMENT. Section 2.4 of the
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Credit Agreement is hereby amended by deleting the words "at the rate of two and
one-half percent (2 1/2%) per annum above the LIBOR Rate" and substituting in
place thereof the words "at the rate of two percent (2%) per annum above the
LIBOR Rate".
(S)3. AMENDMENT TO SCHEDULE 1 OF THE CREDIT AGREEMENT. Schedule 1 of the
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Credit Agreement is hereby amended by deleting Schedule 1 in its entirety and
substituting in place thereof the Schedule 1 attached hereto.
(S)4. CONDITIONS TO EFFECTIVENESS. This First Amendment shall not become
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effective until the Agent receives the following:
(a) a counterpart of this First Amendment, executed by the Borrower and
the Banks; and
(b) evidence that all necessary corporate action has been taken on the
part of the Borrower to authorize the transactions contemplated hereby.
(S)5. REPRESENTATIONS AND WARRANTIES. The Borrower hereby repeats, on and
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as of the date hereof, each of the representations and warranties made by it in
(S)5 of the Credit Agreement, and such representations and warranties 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),
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provided, that all references therein to the Credit Agreement shall refer to
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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 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 each the Borrower and has been duly authorized by all
necessary corporate action on the part of the Borrower.
(S)6. RATIFICATION, ETC. Except as expressly amended hereby, the Credit
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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 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.
(S)7. NO WAIVER. Nothing contained herein shall constitute a waiver of,
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impair or otherwise affect any Obligations, any other obligation of the Borrower
or any rights of the Agent or the Banks consequent thereon.
(S)8. COUNTERPARTS. This First Amendment may be executed in one or more
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counterparts, each of which shall be deemed an original but which together shall
constitute one and the same instrument.
(S)9. GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND
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CONSTRUED IN ACCORDANCE WITH, THE LAWS OF COMMONWEALTH OF MASSACHUSETTS (WITHOUT
REFERENCE TO CONFLICT OF LAWS).
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IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as a
document under seal as of the date first above written.
CMG INFORMATION SERVICES, INC.
By:
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Title:
BANKBOSTON, N.A.
By:
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Title:
SCHEDULE 1
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BANKS/COMMITMENTS
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Revolving Credit Commitment Percentage of
Banks Loan Commitment Revolving Credit Loans
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BANKBOSTON, N.A. $4,000,000 100%
Domestic Lending Office:
000 Xxxxxxx Xxxxxx, 00-00-00
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: High Technology Division
Eurodollar Lending Office:
Same as above
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Totals: $4,000,000 100%
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