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NINTH AMENDMENT
TO AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
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Ninth Amendment dated as of September 30, 1998 to Amended and Restated
Revolving Credit Agreement (the "Ninth 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 as specifically set forth
in this Ninth 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 inserting immediately after the words "PLUS (ii) depreciation and
amortization for such period" the words "PLUS (iii) any pre-tax non cash
writedowns taken in the fiscal quarter ended September 30, 1998 of
acquired-in-process research and development relating to the Softimage
Acquisition, up to an aggregate amount of not more than $193,741,000"
(b) the definition of "Consolidated Tangible Net Worth" is hereby amended
by (i) deleting the period which appears at the end of the text of such
definition and substituting in place thereof a semicolon; and (ii) inserting
immediately after the end of the text of such definition the words "PROVIDED,
HOWEVER, for purposes of calculating compliance with ss.8.2 and ss.8.4 hereof,
any after-tax non cash writedowns taken in the fiscal quarter ended September
30, 1998 of acquired-in-process research and development relating to the
Softimage Acquisition, up to an aggregate amount of not more than $149,374,000,
which would otherwise be required to be deducted from Consolidated Tangible Net
Worth shall not be deducted for purposes of ss.8.2 and ss.8.4 of this Credit
Agreement."
SS.2. AMENDMENT TO SS.6 OF THE CREDIT AGREEMENT. Section 6.12 of the
Credit Agreement is hereby amended by deleting the text of ss.6.12 in its
entirety and restating it as follows:
6.12. USE OF PROCEEDS. The Borrower will use the proceeds of the
Loans solely for working capital and general corporate purposes, and will
not use any proceeds of the Loans to purchase or otherwise acquire any of
the Borrower's capital stock.
SS.3. AMENDMENT TO SS.7 OF THE CREDIT AGREEMENT. Section 7.4 of the
Credit Agreement is hereby amended by deleting the text of ss.7.4 in its
entirety and restating it as follows:
7.4. DISTRIBUTIONS. The Borrower will not make any Distributions;
PROVIDED, HOWEVER, so long as no Event of Default has occurred and is
continuing or would exist as a result thereof, the Borrower shall be
permitted to make Distributions for the repurchase by the Borrower of its
capital stock.
SS.4. AMENDMENT TO SS.8 OF THE CREDIT AGREEMENT. Section 8.4 of the Credit
Agreement is hereby amended by inserting immediately after the words "PLUS one
hundred percent (100%) of the net proceeds of any new equity issued by the
Borrower or any of its Subsidiaries" the words "LESS (d) the aggregate purchase
price of all capital stock of the Borrower repurchased by the Borrower through
the date of determination"
SS.5. CONDITIONS TO EFFECTIVENESS. This Ninth Amendment shall not
become effective until the Agent receives a counterpart of this Ninth
Amendment executed by the Borrower, the Majority Banks and the Agent.
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 Ninth 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 Ninth 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 Ninth 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 NINTH 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 Ninth Amendment
as a document under seal as of the date first above written.
AVID TECHNOLOGY, INC.
By: /s/ William L. Flaherty
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Title: Senior Vice President of Finance,
Chief Financial Officer, and
Treasurer
BANKBOSTON, N.A.,
individually and as Agent
By: /s/ John B. Desmond
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Title: Vice President
ABN AMRO BANK N.V.
By: /s/ Bruce Swords
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Title: Vice President