Exhibit 10.47
EXECUTED COPY
SIXTH AMENDMENT TO
REVOLVING CREDIT
AGREEMENT
SIXTH AMENDMENT TO REVOLVING
CREDIT AGREEMENT , dated
as of December 18, 2003 (this “Amendment”), by and
among DIGITAS LLC (the “Borrower”), a Delaware
limited liability company, and DIGITAS INC. , a Delaware
corporation, BRONNER SLOSBERG HUMPHREY INC. , a
Massachusetts corporation, and BSH HOLDING LLC , a Delaware
limited liability company, as Guarantors, and FLEET NATIONAL
BANK , a national banking association, and the other lending
institutions listed on Schedule 1 to the Credit Agreement
(collectively, the “Banks”) and FLEET NATIONAL
BANK as agent for the Banks (the “Agent”), amending
certain provisions of the Revolving Credit Agreement, dated as of
July 25, 2000 (as amended by the First Amendment, dated as of June
29, 2001, the Second Amendment, dated as of November 26, 2001, the
Third Amendment, dated as of September 30, 2002, the Fourth
Amendment, dated as of February 24, 2003, and the Fifth Amendment,
dated as of September 12, 2003, the “Credit
Agreement”), by and among the Borrower, the Guarantors, 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 and the Banks desire to amend the
Credit Agreement and waive certain provisions thereof as provided
more fully herein below;
NOW THEREFORE
, in consideration of the mutual
agreements contained in the Credit Agreement and herein and for
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree
as follows:
§1. Amendment to the Credit Agreement
. The Credit Agreement is hereby amended as follows:
(a) The definition of “Applicable
Margin” set forth in §1.1 of the Credit Agreement is
amended by deleting such definition and restating it in its
entirety as follows:
Applicable
Margin . The Applicable
Margin shall be the applicable margin set forth below:
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PRIME
RATE
LOANS
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EUROCURRENCY
RATE LOANS
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LETTER OF
CREDIT
FEE
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COMMITMENT
FEE RATE
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0%
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2.25%
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2.25%
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0.250%
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§2. Conditions to Effectiveness. This
Amendment shall be effective as of December 18, 2003 upon receipt
by the Agent by 5:00 p.m. (Boston time) on December 18, 2003 of an
original counterpart signature to this Amendment, duly executed and
delivered by the Borrower and the Guarantors.
§3. Representations and Warranties.
Each of the Borrower and each of the Guarantors hereby represents
and warrants to the Banks and the Agent as follows:
(a) Representation and Warranties
in the Credit Agreement . The representations and warranties of
the Borrower and the Guarantors contained in the Credit Agreement
were true and correct in all material
