<PAGE> 1
Exhibit 10.9(e)
AMENDMENT NO. 4 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 4 TO CREDIT AGREEMENT (this "FOURTH AMENDMENT") is
entered into this 11th day of August, 2000, among:
APPLIED GRAPHICS TECHNOLOGIES, INC., a Delaware corporation
(hereinafter referred to as the "BORROWER");
The banks, financial institutions and other institutional lenders from
time to time party to the Credit Agreement (as defined herein) (each a "LENDER"
and, collectively, the "LENDERS"); and
FLEET BANK, N.A., a national banking association, as administrative
agent for the Lenders (in such capacity, together with its successors in such
capacity, the "ADMINISTRATIVE AGENT");
RECITALS
WHEREAS:
(A) The Borrower has entered into a certain Amended and Restated Credit
Agreement dated as of March 10, 1999, as amended by Amendment No. 1 to Credit
Agreement dated June 2, 1999, Amendment No. 2 to Credit Agreement dated June 28,
1999, and Amendment No. 3 and Consent to Credit Agreement dated as of July 21,
2000 (as so amended and as it may hereafter from time to time be further
amended, modified, supplemented, or restated, the "CREDIT AGREEMENT"); and
(B) The Borrower and the Lenders have agreed to amend certain
provisions of the Credit Agreement as hereinafter set forth;
NOW, THEREFORE, in consideration of the agreements and provisions
contained herein, the parties hereto hereby agree as follows:
1. DEFINITIONS. Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to such terms in the Credit Agreement.
2. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is hereby
amended, as follows:
2.1 Section 1 (Definitions) of the Credit Agreement is
hereby amended as follows:
(a) The definition of "Applicable Margin" set forth therein is
deleted in its entirety and the following is substituted therefor:
"'APPLICABLE MARGIN' means at any date of determination
thereof:
<PAGE> 2
(i) with respect to Term Loan A Advances and Revolving Credit
Advances, the applicable percentage set forth below opposite the
applicable ratio of Consolidated Total Funded Debt to EBITDA determined
as set forth below:
APPLICABLE MARGIN FOR TERM LOAN A ADVANCES AND REVOLVING CREDIT ADVANCES
<TABLE>
<CAPTION>
RATIO OF CONSOLIDATED APPLICABLE MARGIN FOR APPLICABLE MARGIN FOR
TOTAL FUNDED DEBT/EBITDA EURODOLLAR RATE ADVANCES PRIME RATE ADVANCES
------------------------ ------------------------ -------------------
<S> <C> <C>
Equal to or greater than 4.00
to 1.00 3.25% 2.00%
Equal to or greater than 3.75
to 1.00, but less than 4.00
to 1.00 3.00% 1.75%
Equal to or greater than 3.00
to 1.00, but less than 3.75
to 1.00 2.75% 1.50%
Equal to or greater than 2.50
to 1.00, but less than 3.00
to 1.00 2.50% 1.25%
Equal to or greater than 2.00
to 1.00, but less than 2.50
to 1.00 2.25% 1.00%
Less than 2.00 to 1.00 2.00% 0.75%
</TABLE>
The Applicable Margin for each Eurodollar Rate Advance and Prime Rate
Advance that is a Term Loan A Advance or a Revolving Credit Advance
shall be determined on a quarterly basis by reference to the ratio of
Consolidated Total Funded Debt to EBITDA for the preceding four (4)
full fiscal quarters, as reflected on the financial statements provided
to the Administrative Agent pursuant to Section 5.03(c) or (d), three
(3) Business Days after the date on which the Administrative Agent
receives the foregoing financial statements, together with a
certificate of a Responsible Officer of the Borrower demonstrating the
ratio of Consolidated Total Funded Debt to EBITDA. If the Borrower has
not submitted to the Administrative Agent the information described
above as and when required under Section 5.03(c) or (d), as the case
may be, the Administrative Agent may determine, in its reasonable
judgment, the ratio referred to above that would have been in effect as
at such date, and, consequently, the Applicable Margin in effect for
the period commencing on such date until such time as the Borrower
submits to the Administrative Agent the information so required, and
within three (3) Business Days after receipt thereof the Applicable
Margin shall be adjusted retroactively for the relevant period.
Notwithstanding the above schedule, from the Effective Date of
the Fourth Amendment until the delivery to the Administrative Agent of
the Borrower's financial
<PAGE> 3
statements for September 30, 2000, the Applicable Margin for a
Revolving Credit Advance and a Term Loan A Advance shall be 3.25% for a
Eurodollar Advance and 2.00% for a Prime Rate Advance;
(ii) with respect to Term Loan B Advances, 3.75% for
Eurodollar Rate Advances, and 2.50% for Prime Rate Advances; and
(iii) with respect to Term Loan C Advances, 4.00% for
Eurodollar Rate Advances, and 2.75% for Prime Rate Advances."
(b) The definition of "EBITDA" set forth therein shall be
modified to read as follows:
"'EBITDA' means, for any period, commencing with the quarterly
reporting period ending September 30, 2000 (provided that the method of
calculating EBITDA in effect prior to the effectiveness of the Fourth
Amendment shall apply with respect to any reporting period which ends
or ended prior to September 30, 2000), the sum, determined on a
Consolidated basis without duplication, of (A)(i) net income (or net
loss), (ii) interest expense, (iii) income tax expense, (iv)
depreciation expense, (v) amortization expense, (vi) non-cash charges,
(vii) restructuring charges, asset impairment charges, and losses on
the sale of property, plant and equipment, and (viii) severance
expenses not in excess of $250,000 in any one fiscal quarter, minus all
interest income and gains on property, plant and equipment, in each
case determined in accordance with GAAP for such period; provided,
however, that net income (or net loss) shall be computed without giving
effect to extraordinary losses or gains, plus (B) the pro forma effect
on EBITDA for such period of any Permitted Acquisition consummated by
the Borrower or any of its Subsidiaries during the most recent twelve
month period preceding the date of determination, but solely for the
number of months immediately preceding the consummation of the
applicable Permitted Acquisition, which number equals twelve (12) less
the number of months following the consummation of the applicable
Permitted Acquisition to such date of determination."
(c) The following definition is inserted in the appropriate
alphabetic location:
"'FOURTH AMENDMENT' means Amendment No. 4 to Credit Agreement
dated August 11, 2000 by and among the Borrower, the Lenders and the
Agent."
(d) Notwithstanding anything to the contrary contained in the
definition of "Revolving Credit Commitment", as of the Effective Date hereof,
(i) the aggregate amount of the Lenders' Revolving Credit Commitments is
$85,000,000, and (ii) the Revolving Credit Commitment of each Lender is the
amount set forth opposite such Lender's name on Schedule I annexed hereto.
2.2 Section 5.03(b) (Intentionally Omitted) of the Credit
Agreement is hereby deleted in its entirety and the following is substituted
therefor:
"(b) MONTHLY FINANCIALS. As soon as available and in any event
within twenty (20) Business Days after the end of each calendar month:
(i) a Consolidated balance sheet of the Borrower and
its Subsidiaries as
<PAGE> 4
of the end of such month and a Consolidated statement of income of the
Borrower and its Subsidiaries for such month and an aged receivable
trial balance and aged payable trial balance of the Borrower and each
of its Subsidiaries, in each case for such month; and
(ii) a Consolidated statement of income and a
Consolidated statement of certain cash flow items, in a form
satisfactory to the Agent (including Capital Expenditures, Indebtedness
for borrowed money, and repayment of Indebtedness), of the Borrower and
its Subsidiaries for the period commencing at the end of the previous
Fiscal Year and ending with the end of such calendar month, setting
forth in each case in comparative form the corresponding figures for
the corresponding period of the preceding Fiscal Year;
all of the foregoing to be in reasonable detail and duly certified by a
Responsible Officer of the Borrower as having been prepared in
accordance with GAAP (other than in respect of the cash flow items and
subject to normal year-end audit adjustments and quarter-end review
adjustments and the absence of footnotes), together with a certificate
of said officer stating that no Default or Event of Default has
occurred and is continuing or, if a Default or an Event of Default has
occurred and is continuing, a statement as to the nature thereof and
the action that the Borrower has taken and proposes to take with
respect thereto."
2.3 Section 5.03(c) (Quarterly Financials) of the Credit
Agreement is hereby amended by deleting the last paragraph thereof in its
entirety and substituting the following therefor:
"all of the foregoing to be in reasonable detail and duly certified by
a Responsible Officer of the Borrower as having been prepared in
accordance with GAAP (subject to normal year-end audit adjustments and
the absence of footnotes), together with (x) a certificate of said
officer stating that no Default or Event of Default has occurred and is
continuing or, if a Default or an Event of Default has occurred and is
continuing, a statement as to the nature thereof and the action that
the Borrower has taken and proposes to take with respect thereto, and
(y) a schedule in form reasonably satisfactory to the Administrative
Agent of the computations used by the Borrower in determining
compliance with the financial covenants contained in Sections 5.04(a)
through (e), provided, that in the event (1) of any change in GAAP used
in the preparation of such financial statements, the Borrower shall
also provide, if necessary for the determination of compliance with
Section 5.04, a statement of reconciliation conforming such financial
statements to GAAP, and (2) that the DPG Sale has not occurred and the
Borrower has treated the assets to be disposed of in the DPG Sale as a
"discontinued operation" but for purposes of determining compliance
with Section 5.04 has reconsolidated such assets, then the Borrower
shall also provide footnotes to such financial statements detailing the
method used by the Borrower to reconsolidate such assets."
2.4 Section 5.04(a) (Consolidated Total Funded Debt to EBITDA
Ratio) of the Credit Agreement is hereby deleted in its entirety and the
following is substituted therefor:
<PAGE> 5
"(a) CONSOLIDATED TOTAL FUNDED DEBT TO EBITDA RATIO.
(i) Until the DPG Sale is consummated, maintain as of
the last day of each fiscal quarter of the Borrower commencing with the
first complete fiscal quarter after the Initial Funding Date a ratio of
(i) Consolidated Total Funded Debt to (ii) EBITDA for the most recently
completed four fiscal quarters of the Borrower of not more than the
ratio set forth below:
<TABLE>
<CAPTION>
FOUR FISCAL QUARTERS ENDING ON: RATIO
------------------------------- -----
<S> <C>
September 30, 1999 5.25:1.00
December 31, 1999 5.25:1.00
March 31, 2000 5.25:1.00
June 30, 2000 5.00:1.00
September 30, 2000 4.90:1.00
December 31, 2000 4.90:1.00
March 31, 2001 4.75:1.00
June 30, 2001 4.50:1.00
September 30, 2001 4.00:1.00
December 31, 2001 4.00:1.00
March 31, 2002 3.75:1.00
June 30, 2002 3.75:1.00
September 30, 2002 3.75:1.00
December 31, 2002 3.75:1.00
March 31, 2003 3.75:1.00
June 30, 2003 3.75:1.00
September 30, 2003 3.75:1.00
December 31, 2003 3.75:1.00
March 31, 2004 3.50:1.00
June 30, 2004 3.25:1.00
September 30, 2004 3.00:1.00
December 31, 2004 2.75:1.00
March 31, 2005 and each
Fiscal Quarter Thereafter 2.50:1.00
</TABLE>
(ii) In the event of the consummation of the DPG
Sale, from and after the date thereof, maintain as of the last day of
each fiscal quarter of the Borrower a ratio of (i) Consolidated Total
Funded Debt to (ii) EBITDA for the most recently completed four fiscal
quarters of the Borrower of not more than the ratio set forth below:
<TABLE>
<CAPTION>
FOUR FISCAL QUARTERS ENDING ON: RATIO
------------------------------- -----
<S> <C>
September 30, 2000 4.50:1.00
December 31, 2000 4.50:1.00
March 31, 2001 4.50:1.00
June 30, 2001 4.25:1.00
September 30, 2001 4.00:1.00
</TABLE>
<PAGE> 6
<TABLE>
<S> <C>
December 31, 2001 4.00:1.00
March 31, 2002 3.75:1.00
June 30, 2002 3.75:1.00
September 30, 2002 3.75:1.00
December 31, 2002 3.75:1.00
March 31, 2003 3.75:1.00
June 30, 2003 3.75:1.00
September 30, 2003 3.75:1.00
December 31, 2003 3.75:1.00
March 31, 2004 3.50:1.00
June 30, 2004 3.25:1.00
September 30, 2004 3.00:1.00
December 31, 2004 2.75:1.00
March 31, 2005 and each
Fiscal Quarter Thereafter 2.50:1.00"
</TABLE>
2.5 Section 5.04(b) (Consolidated Senior Debt to EBITDA Ratio)
of the Credit Agreement is hereby deleted in its entirety and the following is
substituted therefor:
"(b) CONSOLIDATED SENIOR DEBT TO EBITDA RATIO.
(i) Until the DPG Sale is consummated, maintain as of
the last day of each fiscal quarter of the Borrower commencing with the
first complete fiscal quarter after the Initial Funding Date a ratio of
(i) Consolidated Senior Debt to (ii) EBITDA for the most recently
completed four fiscal quarters of the Borrower of not more than the
ratio set forth below:
<TABLE>
<CAPTION>
FOUR FISCAL QUARTERS ENDING ON: RATIO
------------------------------- -----
<S> <C>
September 30, 1999 4.25:1.00
December 31, 1999 4.25:1.00
March 31, 2000 4.25:1.00
June 30, 2000 4.00:1.00
September 30, 2000 4.45:1.00
December 31, 2000 4.45:1.00
March 31, 2001 4.15:1.00
June 30, 2001 4.00:1.00
September 30, 2001 3.00:1.00
</TABLE>
<TABLE>
<CAPTION>
FOUR FISCAL QUARTERS ENDING ON: RATIO
------------------------------- -----
<S> <C>
December 31, 2001 3.00:1.00
March 31, 2002 2.75:1.00
June 30, 2002 2.75:1.00
September 30, 2002 2.75:1.00
December 31, 2002 2.75:1.00
March 31, 2003 2.75:1.00
June 30, 2003 2.75:1.00
</TABLE>
<PAGE> 7
<TABLE>
<S> <C>
September 30, 2003 2.75:1.00
December 31, 2003 2.75:1.00
March 31, 2004 2.75:1.00
June 30, 2004 2.50:1.00
September 30, 2004 2.25:1.00
December 31, 2004 2.00:1.00
March 31, 2005 and each
Fiscal Quarter Thereafter 1.75:1.00
</TABLE>
(ii) In the event of the consummation of the DPG
Sale, from and after the date thereof, maintain as of the last day of
each fiscal quarter of the Borrower a ratio of (i) Consolidated Senior
Debt to (ii) EBITDA for the most recently completed four fiscal
quarters of the Borrower of not more than the ratio set forth below:
<TABLE>
<CAPTION>
FOUR FISCAL QUARTERS ENDING ON: RATIO
------------------------------- -----
<S> <C>
September 30, 2000 3.90:1.00
December 31, 2000 3.90:1.00
March 31, 2001 3.85:1.00
June 30, 2001 3.80:1.00
September 30, 2001 3.00:1.00
December 31, 2001 3.00:1.00
March 31, 2002 2.75:1.00
June 30, 2002 2.75:1.00
September 30, 2002 2.75:1.00
December 31, 2002 2.75:1.00
March 31, 2003 2.75:1.00
June 30, 2003 2.75:1.00
September 30, 2003 2.75:1.00
December 31, 2003 2.75:1.00
March 31, 2004 2.75:1.00
June 30, 2004 2.50:1.00
September 30, 2004 2.25:1.00
December 31, 2004 2.00:1.00
March 31, 2005 and each
Fiscal Quarter Thereafter 1.75:1.00"
</TABLE>
2.6 Section 5.04(c) (Interest Coverage Ratio) of the Credit
Agreement is hereby deleted in its entirety and the following is substituted
therefor:
"(c) INTEREST COVERAGE RATIO.
(i) Until the DPG Sale is consummated, maintain as of
the last day of each fiscal quarter of the Borrower commencing with the
first complete fiscal quarter after the Initial Funding Date a ratio of
(i) Consolidated EBITDA for the most recently completed four fiscal
quarters of the Borrower to (ii) Interest Expense of the Borrower and
its Subsidiaries for such period of not less than the ratio set forth
below:
<PAGE> 8
<TABLE>
<CAPTION>
FOUR FISCAL QUARTERS ENDING ON: RATIO
------------------------------- -----
<S> <C>
September 30, 1999 2.50:1.00
December 31, 1999 2.50:1.00
March 31, 2000 2.50:1.00
June 30, 2000 2.30:1.00
September 30, 2000 2.00:1.00
December 31, 2000 1.95:1.00
March 31, 2001 2.00:1.00
June 30, 2001 2.00:1.00
September 30, 2001 and each
Fiscal Quarter Thereafter 3.00:1.00
</TABLE>
(ii) In the event of the consummation of the DPG
Sale, from and after the date thereof, maintain as of the last day of
each fiscal quarter of the Borrower a ratio of (i) Consolidated EBITDA
for the most recently completed four fiscal quarters of the Borrower to
(ii) Interest Expense of the Borrower and its Subsidiaries for such
period of not less than the ratio set forth below:
<TABLE>
<CAPTION>
FOUR FISCAL QUARTERS ENDING ON: RATIO
------------------------------- -----
<S> <C>
September 30, 2000 1.90:1.00
December 31, 2000 1.90:1.00
March 31, 2001 2.00:1.00
June 30, 2001 2.05:1.00
September 30, 2001 and each
Fiscal Quarter Thereafter 3.00:1.00"
</TABLE>
2.7 Section 5.04(d) (Fixed Charge Coverage Ratio) of the
Credit Agreement is hereby deleted in its entirety and the following is
substituted therefor:
"(d) FIXED CHARGE COVERAGE RATIO.
(i) Until the DPG Sale is consummated, maintain as of the last
day of each fiscal quarter of the Borrower commencing with the first
complete fiscal quarter after the Initial Funding Date a ratio of (i)
EBITDA for the most recently completed four fiscal quarters of the
Borrower, less cash Capital Expenditures made by the Borrower and its
Subsidiaries during such four fiscal quarters less the aggregate amount
of federal, state, local and foreign income taxes paid by the Borrower
and its Subsidiaries in cash during such four fiscal quarters
(excluding any such income taxes paid during such period with respect
to any gains arising from an Asset Disposition), less cash dividends,
if any, paid by the Borrower to the holders of its common stock during
such four fiscal quarters, to the (ii) sum of (x) cash interest paid by
the Borrower and its Subsidiaries on all Debt during such four fiscal
quarters plus (y) scheduled payments of principal amounts of all Debt
paid by the Borrower and its Subsidiaries during such four fiscal
quarters, of not less than the ratio set forth below for such period:
<PAGE> 9
<TABLE>
<CAPTION>
FOUR FISCAL QUARTERS ENDING ON: RATIO
------------------------------- -----
<S> <C>
September 30, 1999 1.20:1.00
December 31, 1999 1.20:1.00
March 31, 2000 1.20:1.00
June 30, 2000 1.20:1.00
September 30, 2000 1.05:1.00
December 31, 2000 0.85:1.00
March 31, 2001 1.00:1.00
June 30, 2001 0.90:1.00
September 30, 2001 and each
Fiscal Quarter Thereafter 1.40:1.00
</TABLE>
(ii) In the event of the consummation of the DPG Sale, from
and after the date thereof, maintain as of the last day of each fiscal
quarter of the Borrower a ratio of (i) EBITDA for the most recently
completed four fiscal quarters of the Borrower, less cash Capital
Expenditures made by the Borrower and its Subsidiaries during such four
fiscal quarters less the aggregate amount of federal, state, local and
foreign income taxes paid by the Borrower and its Subsidiaries in cash
during such four fiscal quarters (excluding any such income taxes paid
during such period with respect to any gains arising from an Asset
Disposition), less cash dividends, if any, paid by the Borrower to the
holders of its common stock during such four fiscal quarters, to the
(ii) sum of (x) cash interest paid by the Borrower and its Subsidiaries
on all Debt during such four fiscal quarters plus (y) scheduled
payments of principal amounts of all Debt paid by the Borrower and its
Subsidiaries during such four fiscal quarters, of not less than the
ratio set forth below for such period:
<TABLE>
<CAPTION>
FOUR FISCAL QUARTERS ENDING ON: RATIO
------------------------------- -----
<S> <C>
September 30, 2000 1.00:1.00
December 31, 2000 0.80:1.00
March 31, 2001 0.95:1.00
June 30, 2001 0.90:1.00
</TABLE>
<TABLE>
<CAPTION>
FOUR FISCAL QUARTERS ENDING ON: RATIO
------------------------------- -----
<S> <C>
September 30, 2001 and each
Fiscal Quarter Thereafter 1.40:1.00"
</TABLE>
2.8 Section 5.04(e) (Minimum Net Worth) of the Credit
Agreement is hereby deleted in its entirety and the following is substituted
therefor:
"(e) MINIMUM NET WORTH.
Maintain as of the last day of each fiscal quarter of
the Borrower an excess of Consolidated total assets over Consolidated
total liabilities of the Borrower and its Subsidiaries of not less than
(i) $275,000,000 plus (ii) seventy-five percent (75%) of Consolidated
positive net income of the Borrower and its Subsidiaries for the period
commencing April 1,2000 and ending June 30, 2000, and each September
30, December 31, March 31, and June 30 thereafter, as applicable,
computed on a cumulative basis for said
<PAGE> 10
entire period. Notwithstanding anything to the contrary contained in
this Section 5.04(e), in the event that (A) the "write-down" related to
the DPG Sale is not reflected in the Borrower's financial statements
for its fiscal quarter ended June 30, 2000, the Borrower's consolidated
net worth as at June 30, 2000 and as at the last day of each fiscal
quarter thereafter, shall not be less than the sum of (i) eighty-five
percent (85%) of the excess of Consolidated total assets over
Consolidated total liabilities of the Borrower and its Subsidiaries at
the Initial Funding Date plus (ii) seventy-five percent (75%) of
Consolidated positive net income of the Borrower and its Subsidiaries
for the period commencing July 1, 1999 and ending December 31, 1999,
June 30, 2000, September 30, 2000 and each December 31, March 31, June
30 and September 30 thereafter, as applicable, computed on a cumulative
basis for said entire period; and (B) the "write-down" related to the
DPG Sale has been reflected in the Borrower's financial statements for
its fiscal quarter ended June 30, 2000, and thereafter the DPG Sale has
not occurred and the Borrower reconsolidated the assets which were to
be disposed of in the DPG Sale, then the amount of $275,000,000 set
forth in clause (i) above in this Section 5.04(e) shall be adjusted by
an amount equal to the increase or decrease to such amount arising as a
result of such reconsolidation."
3. FEE. In the event that all of the Lenders execute and deliver
this Fourth Amendment, the Borrower shall pay to the Administrative Agent for
the benefit of each Lender that executes and delivers this Third Amendment no
later than 5:00 p.m. on Friday, August 11, 2000 (the "FOURTH AMENDMENT FEE
DATE"), a non-refundable amendment fee equal to the product of (a) 0.50% (i.e.,
50 basis points) multiplied by (b) the sum of (i) the Revolving Credit
Commitment of such Lender, (ii) the aggregate outstanding amount of all Term
Loan A Advances of such Lender, (iii) the aggregate outstanding amount of all
Term Loan B Advances of such Lender, plus (iv) the aggregate outstanding amount
of all Term Loan C Advances of such Lender, in each case, as of the Fourth
Amendment Fee Date and after giving effect to the reduction in the Revolving
Credit Commitments contained herein. Such fee shall be payable on August 11,
2000.
4. ACKNOWLEDGMENTS AND CONFIRMATIONS.
4.1 Collateral Documents. Each of the Borrower and each
Guarantor that is a party thereto hereby acknowledges and confirms that the
Liens granted or to be granted pursuant to the Collateral Documents secure or
will secure, without limitation, the Indebtedness, liabilities and obligations
of the Borrower and each such Guarantor to the Lender Parties and the
Administrative Agent under the Credit Agreement as amended hereby and the
Guaranty as acknowledged and confirmed hereby, whether or not so stated in the
Collateral Documents, and that the terms "Obligations" and "Liabilities" as used
in the Collateral Documents (or any other term used therein to describe or refer
to the Indebtedness, liabilities and obligations of the Borrower to the Lender
Parties and/or the Administrative Agent) include, without limitation, the
Indebtedness, liabilities and obligations of the Borrower and the Guarantors
under the Credit Agreement as amended hereby and the Guaranty as acknowledged
and confirmed hereby.
4.2 Guaranty. Each of the Guarantors hereby acknowledges and
confirms that the term "Guaranteed Obligations" as used and defined in the
Guaranty (or any other term used therein to describe or refer to the
Indebtedness, liabilities and obligations of the Borrower to the Lender Parties
and/or the Administrative Agent), includes, without limitation, the
Indebtedness, liabilities and obligations of the Borrower under the Credit
Agreement as amended hereby.
<PAGE> 11
5. REPRESENTATIONS AND WARRANTIES. The Borrower represents and
warrants to the Lender Parties and the Administrative Agent that:
5.1 No Default. After giving effect to this Fourth Amendment,
no Default or Event of Default shall have occurred or be continuing.
5.2 Existing Representations and Warranties. As of the date
hereof and after giving effect to this Fourth Amendment, each and every one of
the representations and warranties set forth in the Loan Documents is true,
accurate and complete in all respects and with the same effect as though made on
the date hereof, and each is hereby incorporated herein in full by reference as
if restated herein in its entirety, except for any representation or warranty
limited by its terms to a specific date and except for changes in the ordinary
course of business which are not prohibited by the Credit Agreement (as amended
hereby) and which do not, either singly or in the aggregate, have a Material
Adverse Effect.
5.3 Authority; Enforceability. (i) The execution, delivery and
performance by each Loan Party of this Fourth Amendment are within its
organizational powers and have been duly authorized by all necessary corporate
action, (ii) this Fourth Amendment is the legal, valid and binding obligation of
each Loan Party, enforceable against such Loan Party in accordance with its
terms and (iii) this Fourth Amendment and the execution, delivery and
performance by each Loan Party thereof does not: (A) contravene the terms of
such Loan Party's organizational documents; (B) conflict with or result in any
breach or contravention of, or the creation of any Lien (other than Liens under
the Loan Documents) under, any document evidencing any contractual obligation to
which such Loan Party is a party or any order, injunction, writ or decree to
which it or its respective property is subject; or (C) violate any requirement
of law.
6. REFERENCE TO AND EFFECT UPON THE CREDIT AGREEMENT.
6.1 Effect. Except as specifically amended hereby, the Credit
Agreement and the other Loan Documents shall remain in full force and effect in
accordance with their terms and are hereby ratified and confirmed.
6.2 No Waiver; References. The execution, delivery and
effectiveness of this Fourth Amendment shall not operate as a waiver of any
right, power or remedy of the Administrative Agent or any Lender under the
Credit Agreement, or constitute a waiver of any provision of the Credit
Agreement, except as specifically set forth herein. Upon the effectiveness of
this Fourth Amendment, each reference in:
(i) the Credit Agreement to "this Agreement",
"hereunder", "hereof", "herein" or words of similar import shall mean and be a
reference to the Credit Agreement as amended hereby;
(ii) the other Loan Documents to the Credit Agreement
shall mean and be a reference to the Credit Agreement as amended hereby; and
(iii) the Loan Documents to the Loan Documents shall
be deemed to include this Fourth Amendment.
<PAGE> 12
7. MISCELLANEOUS.
7.1 Expenses. The Borrower agrees to pay the Administrative
Agent upon demand for all reasonable expenses, including reasonable attorneys'
fees and expenses of the Administrative Agent, incurred by the Administrative
Agent in connection with the preparation, negotiation and execution of this
Fourth Amendment.
7.2. Headings. Section headings in this Fourth Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Fourth Amendment for any other purposes.
7.3 Law. THIS FOURTH AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.
7.4 Successors. This Fourth Amendment shall be binding upon
the Borrower, the Lender Parties and the Administrative Agent and their
respective successors and assigns, and shall inure to the benefit of the
Borrower, the Lender Parties and the Administrative Agent and the successors and
assigns of the Lender Parties and the Administrative Agent.
7.5 Execution in Counterparts. This Fourth Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute one
and the same instrument.
7.6 Effectiveness. This Fourth Amendment shall become
effective as of the date first written above when executed by the Borrower, the
Administrative Agent and the Lenders (the "EFFECTIVE DATE").
[Signature Pages to Follow]
<PAGE> 13
IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Amendment to be executed and delivered by their respective officers thereunto
duly authorized on the date first written above.
APPLIED GRAPHICS
TECHNOLOGIES, INC.
By: _____________________________
Name:____________________________
Title:___________________________
FLEET BANK, N.A., AS A BANK,
AS ADMINISTRATIVE AGENT, INITIAL
ISSUING BANK AND SWING LINE BANK
By: _____________________________
Name:____________________________
Title:___________________________
Acknowledged and Consented to:
MIRAMAR EQUIPMENT, INC.
DEVON GROUP, INC.
BLACK DOT GRAPHICS, INC.
ORENT GRAPHICARTS, INC.
TYPO-GRAPHICS, INC.
AMBROSI & ASSOCIATES, INC.
WEST COAST CREATIVE, INC.
ABD GROUP, INC.
MERIDIAN RETAIL, INC.
TAPROOT INTERACTIVE, INC.
PROOF POSITIVE/FARROWLYNE
ASSOCIATES, INC.
ONE 2 ONE, INC.
PORTAL PUBLICATIONS, LTD.
THE WINN ART GROUP, LTD.
COLOR CONTROL, INC.
AGILE ENTERPRISE, INC.
AGT SYSTEMS SERVICES, INC.
RETAIL PROFIT SOLUTIONS, INC.
For each of the forgoing corporations
By:_______________________________________
Name:_____________________________________
Title:____________________________________
<PAGE> 14
CONSENTED TO:
BANK OF AMERICA, N.A.
By:_______________________________________
Name:_____________________________________
Title:____________________________________
FIRST UNION NATIONAL
BANK, N.A.
By:_______________________________________
Name:_____________________________________
Title:____________________________________
THE CHASE MANHATTAN BANK
By:_______________________________________
Name:_____________________________________
Title:____________________________________
THE BANK OF NEW YORK
By:_______________________________________
Name:_____________________________________
Title:____________________________________
SOVEREIGN BANK
By:_______________________________________
Name:_____________________________________
Title:____________________________________
MELLON BANK, N.A.
By:_______________________________________
Name:_____________________________________
Title:____________________________________
[Signature Page to AGT Amendment No. 4 dated August 11, 2000]
<PAGE> 15
CONSENTED TO:
SUNTRUST BANK
By:_______________________________________
Name:_____________________________________
Title:____________________________________
CITIZENS BANK OF
MASSACHUSETTS
By:_______________________________________
Name:_____________________________________
Title:____________________________________
THE BANK OF NOVA SCOTIA
By:_______________________________________
Name:_____________________________________
Title:____________________________________
BHF (USA) CAPITAL
CORPORATION
By:_______________________________________
Name:_____________________________________
Title:____________________________________
[Signature Page to AGT Amendment No. 4 dated August 11, 2000]
<PAGE> 16
SCHEDULE I TO
AMENDMENT NO. 4 TO CREDIT AGREEMENT
REVOLVING CREDIT COMMITMENTS
<TABLE>
<CAPTION>
REVOLVING CREDIT LENDER REVOLVING CREDIT COMMITMENT
----------------------- ---------------------------
<S> <C>
Fleet Bank, N.A. $17,000,000.00
Bank of America, N.A. $11,333,333.33
First Union National Bank, N.A. $ 9,444,444.44
The Chase Manhattan Bank $ 9,444,444.44
The Bank of New York $ 9,444,444.44
Sovereign Bank $ 7,555,555.56
Mellon Bank, N.A. $ 5,666,666.67
Suntrust Bank $ 5,666,666.67
Citizens Bank of Massachusetts $ 5,666,666.67
The Bank of Nova Scotia $ 3,777,777.77
==============
TOTAL $85,000,000.00
</TABLE>
