Exhibit 10.12
SEVENTH AMENDMENT
TO AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
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Seventh Amendment dated as of October 1, 1997 to Amended and Restated
Revolving Credit Agreement (the "Seventh 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 Seventh 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.7 OF THE CREDIT AGREEMENT. Section 7.3 of the
Credit Agreement is hereby amended by deleting the text of ss.7.3(g) in its
entirety and restating it as follows:
(g) an Investment by the Borrower in Pluto Technologies, Inc.
("Pluto") in an aggregate amount of not more than $1,100,000 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.2. CONDITIONS TO EFFECTIVENESS. This Seventh Amendment shall not
become effective until the Agent receives a counterpart of this Seventh
Amendment executed by the Borrower, the Banks and the Agent.
SS.3. 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 Seventh 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.4. 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 Seventh 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 Seventh 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 SEVENTH 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 Seventh
Amendment as a document under seal as of the date first above written.
AVID TECHNOLOGY, INC.
By: /s/ C. ▇▇▇▇▇▇ ▇▇▇▇▇
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Title: Treasurer
BANKBOSTON, N.A.,
individually and as Agent
By: /s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President
ABN AMRO BANK N.V.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President