<PAGE>
AMENDMENT AND WAIVER
THIS AMENDMENT AND WAIVER, dated as of June 7, 2000 (this "Amendment"),
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relating to the Credit Agreement referenced below, is by and among Snyder
Communications, Inc., a Delaware corporation (the "Borrower"), the Subsidiaries
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of the Borrower identified as Guarantors identified on the signature pages
hereto, the Lenders identified on the signature pages hereto, and Bank of
America, N.A., as Administrative Agent (the "Administrative Agent"). Terms used
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herein but not otherwise defined herein shall have the meanings provided to such
terms in the Credit Agreement.
W I T N E S S E T H
WHEREAS, a $195 million credit facility has been extended to the Borrower
pursuant to the terms of that Credit Agreement, dated as of August 27, 1999 (as
amended and modified from time to time, the "Credit Agreement") among the
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Borrower, the Subsidiaries of the Borrower identified therein as Guarantors, the
Lenders identified therein, and Bank of America, N.A., as Administrative Agent;
WHEREAS, the Borrower has requested certain modifications to the Credit
Agreement;
WHEREAS, the Required Lenders have agreed to provide the requested
modifications on the terms and conditions set forth herein;
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. The Required Lenders hereby waive any Default or Event of Default which
existed or may have existed prior to the effective date of this Amendment solely
on account of (i) noncompliance with the Consolidated Total Leverage Ratio under
Section 7.11(a) of the Credit Agreement for the fiscal quarter of the Borrower
ended March 31, 2000; and (ii) noncompliance with the minimum Consolidated
EBITDA under Section 7.11(d) of the Credit Agreement for the fiscal quarter of
the Borrower ended March 31, 2000.
2. The Credit Agreement is hereby amended in the following respects:
2.1. Section 7.11(a) of the Credit Agreement is hereby amended to read as
follows:
(a) Consolidated Total Leverage Ratio. As of the end of each fiscal
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quarter, the Consolidated Total Leverage Ratio shall be not greater
than (a) for the fiscal quarter ending June 30, 2000, 3.0:1.0 and (b)
for each fiscal quarter ending thereafter, 2.5:1.0.
2.2. Section 7.11(d) of the Credit Agreement is hereby amended to read as
follows:
(d) Consolidated EBITDA. As of the end of each fiscal quarter, the
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Consolidated EBITDA for the period of four consecutive fiscal
quarters ending as of such day shall not be less than (a) for the
fiscal quarter ending June 30, 2000, $65,000,000, and (b) for each
fiscal quarter ending thereafter, $80,000,000.
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3. The Borrower hereby agrees that, notwithstanding the terms of Section
8.7 of the Credit Agreement, at any time prior to July 1, 2000, the Borrower
will not make, or permit any member of the Consolidated Group to make, any
Restricted Payment.
4. The Borrower hereby represents and warrants in connection herewith that
as of the date hereof (after giving effect hereto) (i) the representations and
warranties set forth in the Credit Documents are true and correct in all
material respects (except those which expressly relate to an earlier date), and
(ii) after giving effect to this Amendment, no Default or Event of Default
exists under the Credit Agreement.
5. Except as expressly modified hereby, all of the terms and provisions of
the Credit Agreement and the other Credit Documents remain in full force and
effect.
6. The Borrower agrees to pay all reasonable costs and expenses in
connection with the preparation, execution and delivery of this Amendment,
including the reasonable fees and expenses of the Administrative Agent's legal
counsel.
7. This Amendment may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original. It shall not
be necessary in making proof of this Amendment to produce or account for more
than one such counterpart.
8. This Amendment shall be deemed to be a contract under, and shall for
all purposes be construed in accordance with, the laws of the State of New York.
[Remainder of Page Intentionally Left Blank]
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<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Amendment to be duly executed and delivered as of the date first above
written.
BORROWER: SNYDER COMMUNICATIONS, INC.,
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a Delaware corporation
By:_____________________________
Name: A. Clayton Perfall
Title: Chief Financial Officer
GUARANTORS: AMERICAN STUDENT LIST CO. INC.,
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a New York corporation
By:_____________________________
Name: Don Damore
Title: President
BLAU MARKETING TECHNOLOGIES, INC.,
a Delaware corporation
By:_____________________________
Name: Fred Kaseff
Title: Chief Financial Officer
BROADWELL MARKETING GROUP, INC.,
a Texas corporation
By:_____________________________
Name: David Kirwan
Title: Chief Executive Officer
MEDIA SYNDICATION GLOBAL, INC.,
a New York corporation
By:_____________________________
Name: A. Clayton Perfall
Title: Chief Financial Officer
NATIONAL SALES SERVICES, INC.,
a Delaware corporation
By:_____________________________
Name: Lawrence W. Chapman
Title: President
[Signature Pages Continue]
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<PAGE>
NATURAL INTELLIGENCE, INC.,
a Massachusetts corporation
By:______________________________
Name: Joshua D. Wachs
Title: President
RESPONSE MARKETING GROUP, LLC,
a Georgia limited liability company
By:______________________________
Name: Peter A. Trost, III
Title: President
SNYDER MARKETING SERVICES, INC.,
a Delaware corporation
By:______________________________
Name: A. Clayton Perfall
Title: Chief Financial Officer
SAMPLING CORPORATION OF AMERICA,
a Illinois corporation
By:______________________________
Name: A. Clayton Perfall
Title: Chief Financial Officer
SNYDER DIRECT SERVICES, INC.,
a Delaware corporation
By:______________________________
Name: A. Clayton Perfall
Title: Treasurer
TSUNAMI CONSULTING GROUP, INC.,
a Colorado corporation
By:______________________________
Name: Glenn J. Miller
Title: President
[Signature Pages Continue]
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<PAGE>
ARNOLD COMMUNICATIONS, INC.,
a Massachusetts corporation
By:______________________________
Name: Ed Eskandarian
Title: President
[Signature Pages Continue]
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<PAGE>
LENDERS: BANK OF AMERICA, N.A.,
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individually in its capacity as a Lender and
in its capacity as Administrative Agent
By:______________________________
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By:______________________________
Name:
Title:
BANKERS TRUST COMPANY
By:______________________________
Name:
Title:
THE CHASE MANHATTAN BANK
By:______________________________
Name:
Title:
FIRST UNION NATIONAL BANK
By:______________________________
Name:
Title:
CRESTAR BANK
By:______________________________
Name:
Title:
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