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FOURTH AMENDMENT
TO
REVOLVING CREDIT AGREEMENT (UNGUARANTEED)
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Fourth Amendment dated as of March 31, 2000 to Revolving Credit
Agreement (the "Fourth Amendment"), by and among APPNET SYSTEMS, INC., a
Delaware corporation (the "Borrower"), FLEET NATIONAL BANK (formerly known as
BANKBOSTON, N.A.) and the other lending institutions listed on Schedule 1 to the
Credit Agreement (as hereinafter defined) (the "Banks"), amending certain
provisions of the Revolving Credit Agreement dated as of January 8, 1999 (as
amended and in effect from time to time, the "Credit Agreement") by and among
the Borrower, the Banks, Fleet National Bank (formerly known as BankBoston,
N.A.) as agent for the Banks (the "Agent") and Antares Capital Corporation as
co-agent for the Banks. 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 Fourth
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 Section 1.1 of the Credit Agreement. The definition
of "EBITDA" contained in ss.1.1 of the Credit Agreement is hereby amended by
deleting such definition in its entirety and restating it as follows:
EBITDA. With respect to the Borrower and its Subsidiaries
for any fiscal period, an amount equal to Consolidated Net Income
for such period, plus, to the extent deducted in the calculation
of Consolidated Net Income and without duplication, (a) income tax
expense for such period; (b) Consolidated Total Interest Expense
paid or accrued (excluding accrued interest the payment of which
is deferred beyond one year from the date such amount is being
determined) during such period; (c) depreciation and amortization
for such period; (d) the one-time expense incurred in the fiscal
quarter ended September 30, 1999 pertaining to the severance
arrangements for certain employees; (e) the one-time charge for
bad debts taken in the fiscal quarter ended March 31, 2000 in an
aggregate amount not to exceed $3,400,000 and (f) the amount of
any earn-out or noncompete for such period to the extent such
amount was capitalized and treated as debt (including without
limitation any earn-out such as that which was part of the
consideration in the acquisition of New Media Publishing, Inc.,
which earn-out was
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accounted for as compensation and noncompete and capitalized as an
intangible asset and amortized), and minus, to the extent added in
computing Consolidated Net Income and without duplication, all
noncash gains (including income tax benefits) for such period, all
as determined in accordance with generally accepted accounting
principles.
ss.2. Conditions to Effectiveness. This Fourth Amendment shall not
become effective until the Agent receives a counterpart of this Fourth
Amendment, executed by the Borrower, each Subsidiary and the Banks
ss.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 in ss.7 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 and its Subsidiaries of this Fourth
Amendment and the performance by the Borrower and its Subsidiaries 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 each of the
Borrower and its Subsidiaries and has been duly authorized by all necessary
corporate action on the part of the Borrower and its Subsidiaries.
ss.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 Fourth 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.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 Agent or the Banks consequent thereon.
ss.6. Counterparts. This Fourth 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.7. Governing Law. THIS FOURTH AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS
(WITHOUT REFERENCE TO CONFLICT OF LAWS).
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IN WITNESS WHEREOF, the parties hereto have executed this Fourth
Amendment as a document under seal as of the date first above written.
APPNET SYSTEMS, INC.
By: /s/
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Title:
FLEET NATIONAL BANK (formerly
know as BankBoston, N.A.)
By: /s/
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Xxx X. Massimo, Director
ANTARES CAPITAL CORPORATION
By: /s/
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Title:
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RATIFICATION OF GUARANTY
Each of the undersigned guarantors hereby acknowledges and consents to
the foregoing Fourth Amendment as of March 31, 2000 and agrees that each of the
Guaranty dated as of January 8, 1999, March 4, 1999 and March 10, 1999 from each
of the undersigned guarantors remains in full force and effect, and each of the
guarantors confirms and ratifies all of its obligations thereunder.
APPNET OF MICHIGAN, INC.
By: /s/
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Title:
APPNET OF MARYLAND, INC.
By: /s/
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Title:
SOFTWARE SERVICES CORPORATION
By: /s/
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Title:
NEW MEDIA PUBLISHING, INC.
By: /s/
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Title:
RESEARCH & PLANNING, INC.
By: /s/
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Title:
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CENTURY COMPUTING, INCORPORATED
By: /s/
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Title:
THE KODIAK GROUP, INC.
By: /s/
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Title:
I33 COMMUNICATION CORP.
By: /s/
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Title:
SIGMA6, INC.
By: /s/
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Title:
XXXXXXXXX ACQUISITION CORP.
By: /s/
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Title: