EXHIBIT 10.1
SIXTH AMENDMENT
TO AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT AND ASSIGNMENT
Sixth Amendment and Assignment dated as of June 27, 1997 to Amended and Restated
Revolving Credit Agreement (the "Sixth 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 and waive certain covenants
contained in the Credit Agreement as specifically set forth in this Sixth
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 ss.1 of the Credit Agreement.
Section 1.1 of the Credit Agreement is hereby amended as follows:
(a) The definition of "Consolidated Operating Cash Flow" is hereby
amended by deleting the definition in its entirety and restating it
as follows:
CONSOLIDATED OPERATING CASH FLOW. For any fiscal quarter, an amount
equal to (a) the sum of (i) Earnings Before Interest and Taxes for
such period, plus (ii) depreciation and amortization for such period
less (b) the sum of (i) cash payments for all taxes paid during such
period, plus (ii) Capital Expenditures made in such period, plus
(iii) the portion of the costs of software development required to
be capitalized pursuant to Financial Accounting Standards Board
Statement No. 86.
(b) The definition of "Maturity Date" is hereby amended by deleting the
date "June 28, 1997" which appears in such definition and
substituting in place thereof the date "June 30, 1998".
(c) Section 1.1 of the Credit Agreement is further amended by
deleting each of the following definitions: "Adjustment Date",
"Applicable Margin", Commitment Fee Rate", "Net Working Capital
Changes" and "Rate Adjustment Period".
ss.2. Amendment to ss.2 of the Credit Agreement.
Section 2 of the Credit Agreement is hereby amended as follows:
(a) Section 2.2 of the Credit Agreement is hereby amended by deleting
the words "the Commitment Fee Rate" from the first sentence of
ss.2.2 and substituting in place thereof the words "one quarter of
one percent (1/4%)".
(b) Section 2.5 of the Credit Agreement is hereby amended by deleting
subparagraphs (a) and (b) in their entirety and restating such
subparagraphs as follows:
(a) Each Base Rate Loan shall bear interest for the period
commencing with the Drawdown Date thereof and ending on the
last day of the Interest Period with respect thereto at the
rate per annum equal to the Base Rate.
(b) Each LIBOR Rate Loan shall bear interest for the period
commencing with the Drawdown Date thereof and ending on the
last day of the Interest Period with respect thereto at the
rate of one and one quarter percent (1 1/4%) per annum equal to
1.25% per annum above the LIBOR Rate applicable thereto during
such Interest Period.
ss.3.Amendment to ss.7 of the Credit Agreement.
Section 7.3 of the Credit Agreement is hereby amended by (a) deleting
the word "and" which appears at the end of ss.7.3(e); (b) deleting the
period which appears at the end of ss.7.3(f) and substituting in place
thereof a semicolon and the word "and"; and (c) inserting the
following text at the end of ss.7.3:
(g) an Investment by the Borrower in Pluto Technologies, Inc.
("Pluto") in an aggregate amount of not more than $700,000
pursuant to a joint development and marketing agreement between
the Borrower and Pluto; provided, that no Default or Event of
Default has occurred and is continuing or would exist
immediately after giving effect to such Investment.
ss.4.Amendment to ss.8 of the Credit Agreement.
Section 8.3 of the Credit Agreement is hereby amended by deleting
ss.8.3 in its entirety and restating it as follows:
8.3.Operating Cash Flow to Total Debt Service. The Borrower will not
permit the ratio of Consolidated Operating Cash Flow to Total Debt
Service at the end of any fiscal quarter for the period of the two
immediately preceding fiscal quarters (treated as a single
accounting period) to be less than 1.50:1.00.
ss.5. Conditions to Effectiveness.
This Sixth Amendment shall not become effective until the Agent
receives the following:
(a) a counterpart of this Sixth Amendment executed by the Borrower,
the Banks and the Agent; and
(b) payment to the Agent in cash for the respective pro rata accounts of
each of the Banks of an amendment fee in the aggregate amount of
$15,000.
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 Sixth 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 Sixth 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 Sixth 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 SIXTH 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 Sixth Amendment as a
document under seal as of the date first above written.
AVID TECHNOLOGY, INC.
By: /s/ C. Xxxxxx Xxxxx
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Title: Senior Vice President of Business
Development and Corporate Treasurer
BANKBOSTON, N.A.,
individually and as Agent
By: /s/ Xxxx X. Xxxxxxx
------------------------
Title: Vice President
ABN AMRO BANK N.V.
Boston Branch
By: ABN AMRO North America, Inc., as Agent
By: /s/ Xxxxx X. Xxxxxx
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Title: Senior Vice President
By: /s/ Xxxxx X. Xxxxxxxxx
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Title: Vice President
