**Exhibit 10.61**

 

**FIRST AMENDMENT TO**

**REVOLVING CREDIT AGREEMENT**

 

**FIRST AMENDMENTTO REVOLVING CREDIT AGREEMENT**, dated as of June 29, 2001 (this “Amendment”), by and among **DIGITAS LLC** (the “Borrower”), a Delaware limited liability company, and **DIGITAS INC.**, a Delaware corporation, **VESUVIO,INC**., a Delaware corporation, **BRONNER SLOSBERG HUMPHREY CO.,**a Massachusetts business trust, 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 Schedule1 to the Credit Agreement (collectively, the “Banks”) and **FLEET NATIONAL BANK** as agent for the Banks (the “Agent”), amending certain provisions of theRevolving Credit Agreement, dated as of July 25, 2000 (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 thesame respective meanings herein as therein. 

 

**WHEREAS**,the Borrower and the Bank desire to amend the Credit Agreement 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 valuableconsideration, 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) Section 1.1 of the Credit agreement is amended by adding thefollowing new definition to such §1.1 in the appropriate alphabetical order: 

 

Cash Equivalents. As to the Parent Companies, the Borrower and their Subsidiaries, (a) securities issued or directly and fully guaranteed or insured by the United States of America and having a maturity of notmore than six (6) months from the date of acquisition; (b) certificates of deposit, time deposits and eurodollar time deposits with maturities of six (6) months or less from the date of acquisition, bankers’ acceptances with maturities notexceeding six (6) months and overnight bank deposits, in each case, (i) with any Banks or (ii) with any domestic commercial bank organized under the laws of the United States of America or any state thereof, in each case having a rating of not lessthan A or its equivalent by S&P or any successor and having capital and surplus in excess of $1,000,000,000; (c) repurchase obligations with a term of not more than seven (7) days for underlying securities of the types described in clauses (a)and (b) above; and (d) any commercial paper or finance company paper issued by (i) any Bank or any holding company controlling any Bank or (ii) any other Person that is rated not less than “P-1” or “A-1” or their equivalents byMoody’s or S&P or their successors.******

 

(b) Section 11.3 is amended by adding the following new sentence at the end of such §11.3: 

 

Notwithstanding the foregoing, this §11.3 shall not be tested during the Reference Period ending on June 30, 2001. 

 

(c) Section 11 is further amended by adding the following new§11.4: 

 

11.4 MinimumLiquidity. The Borrower will not permit the sum of cash, Cash Equivalents and marketable securities maintained by the Parent Companies, the Borrower and their Subsidiaries on their balance sheets to be less than $25,000,000 at any time. Onlymarketable securities which are not subject to any restriction upon transfer shall be included when determining compliance with this §11.4. 

§**2. Conditions to Effectiveness.** This Amendment shall not become effective until theAgent shall have received a counterpart of this Amendment executed by the Borrower, the Guarantors, the Banks and the Agent. 

 

**§3. Representationsand Warranties.** The Borrower hereby represents and warrants to the Banks and the Agent as follows:

 

(a) RepresentationandWarrantiesintheCreditAgreement. The representations and warranties of the Borrower and the Guarantors contained in the Credit Agreement were true and correct in all material respects as of the date when made and continue to betrue and correct in all material respects on the date hereof, except to the extent of changes resulting from transactions or events contemplated by the Credit Agreement and the other Loan Documents and changes occurring in the ordinary course ofbusiness that singly or in the aggregate are not materially adverse to the Borrower or such Guarantor, or to the extent that such representations and warranties relate expressly to an earlier date. 

 

****(b) Ratification, Etc. Except as expresslyamended or waived 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, shall together withthis Amendment, be read and construed as a single agreement. All references in the Credit Agreement or any related agreement or instrument shall hereafter refer to the Credit Agreement as amended hereby. 

 

(c) Authority, Etc. The execution and delivery by theBorrower and each Guarantor of this Amendment and the performance by the Borrower and each Guarantor of all of its agreements and obligations under the Credit Agreement as amended hereby are within the authority of the Borrower and each suchGuarantor and have been duly authorized by all necessary action on the part of the Borrower and each of the Guarantors. 

 

(d) EnforceabilityofObligations. This Amendment and the Credit Agreement as amended hereby constitute the legal, valid andbinding obligations of the Borrower and each Guarantor enforceable against the Borrower and each Guarantor in accordance with their terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other lawsrelating to or affecting generally the enforcement of, creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedingtherefor may be brought. 

 

(e) NoDefault.No Default or Event of Default has occurred and is continuing, and no Default or Event of Default will exist after execution and delivery of this Amendment. 

 

§4. **No****Other****Amendments**. Except as expressly provided in this Amendment, all of the terms and conditions ofthe Credit Agreement and the other Loan Documents remain in full force and effect. Nothing contained in this Amendment (a) shall be construed to imply a willingness on the part of the Banks to grant any similar or other future amendment or waiver ofany of the terms and conditions of the Credit Agreement or the other Loan Documents and (b) shall in any way prejudice, impair or effect any rights or remedies of the Banks or the Agent under the Credit Agreement or the other Loan Documents.

 

**§5. ExecutioninCounterparts**. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but which together shall constitute one instrument. 

 

**§76 Expenses.** Pursuant to §17 of the Credit Agreement, all costs and expenses incurred or sustainedby the Banks and the Agent in connection with this Amendment, including the fees and disbursements of legal counsel for the Agent in producing, reproducing and negotiating the Amendment, will be for the account of the Borrower whether or not thetransactions contemplated by this Amendment are consummated. 

 

**§7. Miscellaneous. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE COMMONWEALTH OFMASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW).**The captions in this Amendment are for convenience of reference only and shall not define or limit the provisions hereof.****

 

**IN WITNESS WHEREOF,** the parties hereto have executed this Amendment asa document under seal as of the date first above written. 

 

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**DIGITAS LLC**
By:
                                                                                                                          
  Name:
  
  Title:

**DIGITAS INC.,** as a Guarantor

By:
                                                                                                                          
  Name:
  
  Title:

**VESUVIO, INC.,** as a Guarantor

By:
                                                                                                                          
  Name:
  
  Title:

**BRONNER, SLOSBERG HUMPHREY CO.,** as a Guarantor

By:
                                                                                                                          
  Name:
  
  Title:

**BSH HOLDING LLC,** as a Guarantor

By:
                                                                                                                          
  Name:
  
  Title:

**FLEET NATIONAL BANK,** individually and as Agent

By:
                                                                                                                          
  Name: Patricia K. Conry,
  
  Senior Vice President

 

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