Exhibit 10.1


 


FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT


 


This First Amendment is dated as of March 24, 2009 (this “Amendment”), by and among DG FastChannel, Inc., a
Delaware corporation (the “Borrower”),
the Guarantors, the banks and other financial institutions party to this
Amendment, as Lenders, and Bank of Montreal, as Agent for the Lenders (in such
capacity, the “Agent”).


 


PRELIMINARY STATEMENTS


 


                A.       The Borrower, the
Guarantors, the financial institutions listed on the signature pages thereof
as Lenders and the Agent have heretofore entered into that certain Amended and
Restated Credit Agreement, dated as of March 13, 2008 (the “Credit Agreement”); and


 


                 B.       The Borrower has asked the
Lenders to (i) increase the amount by which the Term Loans may be
increased, (ii) revise the Applicable Margin, (iii) revise certain
financial covenants and related definitions, (iv) revise certain mandatory
prepayment provisions and (v) make certain other amendments to the Credit
Agreement, and the Lenders and Administrative Agent are willing to do so on the
terms and conditions set forth in this Amendment.


 


NOW, THEREFORE, in consideration of the premises set forth above, the
terms and conditions contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


 


ARTICLE I

DEFINITIONS


 


                 Section 1.1       Use
of Defined Terms.  Unless otherwise
defined herein or the context otherwise requires, terms for which meanings are
provided in the Credit Agreement shall have such meanings when used in this
Amendment.


 


ARTICLE II

AMENDMENT


 


                 Section 2.1       Section 1.4(a) of
the Credit Agreement is hereby amended by deleting the defined term “Base Rate” appearing therein and inserting in its place the
following:


 


“Base Rate” means, for any day, a
rate per annum equal to the greatest of: 
(a) the rate of interest announced or otherwise established by the
Person serving as Administrative Agent from time to time as its prime
commercial rate, or its equivalent, for U.S. Dollar loans to borrowers located
in the United States  as in effect
on such day, with any change in the Base Rate resulting from 


 

















 


a change in said prime commercial rate to be effective as of the date
of the relevant change in said prime commercial rate (it being acknowledged and
agreed that such rate may not be such Person’s best or lowest rate), (b) the
sum of (i) the rate determined by the Administrative Agent to be the
average (rounded upward, if necessary, to the next higher 1/100 of 1%) of the
rates per annum quoted to the Administrative Agent at approximately 10:00 a.m.
(Chicago time) (or as soon thereafter as is practicable) on such day (or, if
such day is not a Business Day, on the immediately preceding Business Day) by two
or more Federal funds brokers selected by the Administrative Agent for sale to
the Person serving as Administrative Agent at face value of Federal funds in
the secondary market in an amount equal or comparable to the principal amount
for which such rate is being determined, plus (ii) 1/2
of 1%, and (c) the LIBOR Quoted Rate for such day plus 1.00%.  As used herein, the term “LIBOR
Quoted Rate” means, for any day, a rate per annum equal to the
quotient of (i) the rate per annum (rounded upwards, if necessary, to the
next higher one hundred-thousandth of a percentage point) for deposits in U.S.
Dollars for a one-month interest period which appears on the LIBOR01 Page as
of 11:00 a.m. (London, England time) on such day (or, if such day is not a
Business Day, on the immediately preceding Business Day) divided by (ii) one
(1) minus the Eurodollar Reserve Percentage
(calculated for this purpose as if each Base Rate Loan were a Eurodollar Loan).


 


                 Section 2.2       Section 1.8(a) of
the Credit Agreement is hereby amended by inserting immediately prior to the “.” at the end thereof the following: “; provided
further that the first principal installment of any additional Term A Loans
advanced on the First Amendment Effective Date shall be due on June 30,
2009  and the principal installment due on March 31,
2009 shall be applied to the payment of Term A Loans outstanding on the
date immediately preceding the First Amendment Effective Date.”


 


                 Section 2.3       Section 1.9(b)(iii) of
the Credit Agreement is hereby amended in its entirety and as so amended shall
read as follows:


 


                (iii) (A) Within
two (2) days after receipt of the Borrower’s year-end audited financial
statements, and in any event within ninety (90) days after the end of each
fiscal year of the Borrower (commencing with the fiscal year ending December 31,
2009), the Borrower shall prepay the Obligations by an amount equal to the ECF
Prepayment Percentage of Excess Cash Flow of Borrower and its Subsidiaries for
the most recently completed fiscal year of the Borrower.  The amount of each such prepayment shall be
applied, subject to Section 1.9(b)(v) below, first to the outstanding
Term Loans (to be applied on a ratable basis between the Term A Loans 


 


2

















 


and Acquisition Loans based on the outstanding principal amount
thereof) until paid in full and then to the Revolving Credit.


 


                (B) 
If after the First Amendment Effective Date the Borrower or any Subsidiary
shall issue new equity securities (whether common or preferred stock or
otherwise), other than (i) equity securities issued in connection with the
exercise of employee stock options or stock appreciation rights plans, any
management and/or director ownership or incentive plans, any employment
termination agreement or employment agreement, (ii) equity securities of
the Borrower issued to the seller of an Acquired Business in connection with
any Permitted Acquisition, (iii) equity securities issued by the Borrower
the proceeds of which are used within 45 days of receipt by the Borrower to
fund all or any portion of the purchase price of any Permitted Acquisition, (iv) equity
securities of a Subsidiary issued to the Borrower or another Subsidiary, or (v) equity
securities of the Borrower the proceeds of which are used to repay the Bridge
Loan, the Borrower shall promptly notify the Administrative Agent of the
estimated Net Cash Proceeds of such issuance to be received by or for the
account of the Borrower or such Subsidiary in respect thereof.  Promptly upon receipt (or, in the case of
clause (iii) above, promptly after the 45th day after receipt) by the
Borrower or such Subsidiary of Net Cash Proceeds of such issuance, the Borrower
shall prepay the Obligations in an aggregate amount equal to the lesser of (I) 50%
of the amount of such Net Cash Proceeds and (II) such percentage of such
Net Cash Proceeds necessary to cause the Borrower’s Total Leverage Ratio
calculated as of the end of the Borrower’s most recently completed fiscal
quarter to be less than or equal to 2.00 to 1.00 calculated as if such
prepayment were made on the last day of such fiscal quarter.  The amount of each such prepayment shall be
applied, subject to Section 1.9(b)(v) below, first to the outstanding
Term Loans (to be applied on a ratable basis between the Term A Loans and
Acquisition Loans based on the outstanding principal amount thereof) until paid
in full and then to the Revolving Credit. 
The Borrower acknowledges that its performance hereunder shall not limit
the rights and remedies of the Lenders for any breach of Section 8.7
hereof or any other terms of the Loan Documents.


 


                 Section 2.4       Section 2.1
of the Credit Agreement is hereby amended by deleting the phrase “equal to 0.25%” appearing therein and inserting in its
place the phrase “equal to the Applicable Margin”.


 


                 Section 2.5       Section 5.1
of the Credit Agreement is hereby amended by (i) deleting the defined term
“Senior Leverage Ratio,” (ii) amending
the defined terms “Applicable Margin,” 


 


3

















 


“ECF Prepayment Percentage,” “Fixed Charges,”
“Permitted Acquisition,” and “Term Loan Increase Availability” in their entirety and as
so amended to read as set forth below and (iii) inserting new defined
terms  “Bridge Loan
Repayment,” “Cash on Hand,”  “First Amendment,”
and “First Amendment Effective Date” as set
forth below in their proper alphabetical order:


 


“Applicable Margin” means, with
respect to Loans, Reimbursement Obligations, and the commitment fees and letter
of credit fees payable under Section 2.1 hereof, until the first Pricing
Date, the rates per annum shown opposite Level IV in Grid A below or
Level IV in Grid B below, and thereafter from one Pricing Date to the
next the Applicable Margin means the rates per annum determined in accordance
with the following schedule:


 


GRID A


 


	
  LEVEL

  	
   

  	
  TOTAL LEVERAGE RATIO

  FOR SUCH PRICING DATE

  	
   

  	
  APPLICABLE MARGIN

  FOR BASE RATE LOANS

  UNDER REVOLVING

  CREDIT, TERM A CREDIT

  AND REIMBURSEMENT

  OBLIGATIONS SHALL BE:

  	
   

  	
  APPLICABLE MARGIN FOR

  EURODOLLAR LOANS UNDER

  REVOLVING CREDIT, TERM A

  CREDIT AND LETTER OF

  CREDIT FEE SHALL BE:

  	
   

  	
  APPLICABLE MARGIN FOR

  COMMITMENT FEE SHALL BE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IV

  	
   

  	
  Greater than 2.5 to 1.0

  	
   

  	
  3.50

  	
  %

  	
  4.50

  	
  %

  	
  0.500

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  III

  	
   

  	
  Less than or equal to 2.5 to 1.0, but greater than
  2.0 to 1.0

  	
   

  	
  3.00

  	
  %

  	
  4.00

  	
  %

  	
  0.450

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  II

  	
   

  	
  Less than or equal to 2.0 to 1.0, but greater than
  1.5 to 1.0

  	
   

  	
  2.50

  	
  %

  	
  3.50

  	
  %

  	
  0.375

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  I

  	
   

  	
  Less than or equal to 1.5 to 1.0

  	
   

  	
  2.00

  	
  %

  	
  3.00

  	
  %

  	
  0.250

  	
  %

  



 


GRID B


 


	
  LEVEL

  	
   

  	
  TOTAL LEVERAGE RATIO FOR SUCH

  PRICING DATE

  	
   

  	
  APPLICABLE MARGIN FOR

  BASE RATE LOANS UNDER

  ACQUISITION CREDIT SHALL

  BE:

  	
   

  	
  APPLICABLE MARGIN FOR

  EURODOLLAR LOANS UNDER

  ACQUISITION CREDIT SHALL

  BE:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IV

  	
   

  	
  Greater than 2.5 to 1.0

  	
   

  	
  4.00

  	
  %

  	
  5.00

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  III

  	
   

  	
  Less than or equal to 2.5 to 1.0, but greater than 2.0
  to 1.0

  	
   

  	
  3.50

  	
  %

  	
  4.50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  II

  	
   

  	
  Less than or equal to 2.0 to 1.0, but greater than
  1.5 to 1.0

  	
   

  	
  3.00

  	
  %

  	
  4.00

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  I

  	
   

  	
  Less than or equal to 1.5 to 1.0

  	
   

  	
  2.50

  	
  %

  	
  3.50

  	
  %

  



 


4

















 


For purposes hereof, the term “Pricing Date”
means, (i) for any fiscal quarter of the Borrower ending on or after June 30,
2009, the date on which the Administrative Agent is in receipt of the Borrower’s
most recent financial statements (and, in the case of the year-end financial statements,
audit report) for the fiscal quarter then ended, pursuant to Section 8.5 hereof
and (ii) on any date after the First Amendment Effective Date, on each
such date on which the Borrower or any Guarantor consummates a Permitted
Acquisition that is financed (in whole or in part) by an Acquisition Loan.  The Applicable Margin shall be established
based on the Total Leverage Ratio for the most recently completed fiscal
quarter (calculated, in the case of clause (ii) above, as if the Permitted
Acquisition was consummated on the last day of the immediately preceding fiscal
quarter) and the Applicable Margin established on a Pricing Date shall remain
in effect until the next Pricing Date. 
If the Borrower has not delivered its financial statements by the date
such financial statements (and, in the case of the year-end financial
statements, audit report) are required to be delivered under Section 8.5
hereof, until such financial statements and audit report are delivered, the
Applicable Margin shall be the highest Applicable Margin (i.e.,
Level IV with respect to Grid A and Level IV with respect to
Grid B shall apply).  If the
Borrower subsequently delivers such financial statements before the next
Pricing Date, the Applicable Margin established by such late delivered
financial statements shall take effect from the date of delivery until the next
Pricing Date.  In all other
circumstances, the Applicable Margin established by such financial statements
shall be in effect from the Pricing Date that occurs immediately after the end
of the fiscal quarter covered by such financial statements until the next
Pricing Date.  Each determination of the
Applicable Margin made by the Administrative Agent in accordance with the
foregoing shall be conclusive and binding on the Borrower and the Lenders if
reasonably determined.


 


“Bridge Loan Repayment” means the
repayment of the Bridge Loan by the Borrower with the proceeds from all or any
combination of any of the following: (a) the issuance of any equity, (b) the
issuance of any subordinated debt, (c) any cash or cash equivalents on the
Borrower’s balance sheet, (d) borrowings of Revolving Loans, and/or (e) the
proceeds of any Term Loan Increase.


 


“Cash on Hand” means the
aggregate amount of cash of the Borrower and its Subsidiaries held in accounts
subject to a demand deposit account control agreement in favor of the
Administrative Agent minus (i) the
amount of accounts payable of the Borrower and its Subsidiaries in excess of
historically normal levels as determined by the Borrower in good faith minus (ii) the aggregate amount of payroll and other
significant expenditures of the Borrower and its Subsidiaries to be paid within
14 days of the date of such calculation as determined by the Borrower in good
faith 


 


5

















 


plus (iii) the lesser of (a) the
aggregate amount of accounts receivable of the Borrower and its Subsidiaries
that the Borrower reasonably expects to collect within 14 days of the date of
such calculation as determined by the Borrower in good faith and (b) the
amount calculated in clause (ii) above.


 


“ECF Prepayment Percentage” means
50% for the fiscal year ending December 31, 2009; provided
that so long as no Event of Default shall have occurred and be
continuing such percentage shall be permanently reduced to (a) 25% at such
time as the Total Leverage Ratio as demonstrated by the financial statements of
the Borrower submitted pursuant to Section 8.5 hereof has been less than
2.50 to 1.00 for two (2) consecutive fiscal quarters ending on or after September 30,
2009, and (b) 0% at such time as the Total Leverage Ratio as demonstrated
by the financial statements of the Borrower submitted pursuant to Section 8.5
hereof has been less than 2.00 to 1.00 for two (2) consecutive fiscal
quarters ending on or after September 30, 2009.


 


“First Amendment” means that certain
First Amendment dated as of March 24, 2009 to the Credit Agreement.


 


“First Amendment Effective Date” means
the date upon which the First Amendment becomes effective pursuant to Section 4.1
of the First Amendment.


 


“Fixed Charges” means, with
reference to any period, the sum of (a) all scheduled payments of
principal made or to be made during such period with respect to Indebtedness
for Borrowed Money of the Borrower and its Subsidiaries, (b) cash Interest
Expense for such period, (c) federal, state, and local income taxes paid
or payable by the Borrower and its Subsidiaries in cash during such period, (d) the
aggregate amount of dividends paid in cash by the Borrower during such period,
and (e) the aggregate cash consideration paid by the Borrower during such
period in connection with any repurchases of its capital stock; provided that for each quarterly period ending on or prior
to March 31, 2010 for purposes of clause (a) above, the Borrower
shall be deemed to have made scheduled principal payments on the Term A
Loans in the amount equal to $4,750,000.


 


“Permitted Acquisition” means any
Acquisition with respect to which all of the following conditions shall have
been satisfied:


 


(a)           the Acquired Business
is in an Eligible Line of Business and has its primary operations within the
United States of America;


 


(b)           the Acquisition shall
not be a Hostile Acquisition;


 


6
















 


(c)           the financial statements of the
Acquired Business shall have been audited by a nationally recognized accounting
firm or such financial statements shall have undergone review of a scope
satisfactory to the Administrative Agent;


 


(d)           the Total Consideration for the
Acquired Business shall not exceed $40,000,000 and, when taken together with
the Total Consideration for all Acquired Businesses acquired since the First
Amendment Effective Date, shall not exceed $75,000,000 in the aggregate;


 


(e)           the Borrower shall have notified the
Administrative Agent and Lenders not less than 30 days prior to any such
Acquisition and furnished to the Administrative Agent and Lenders at such time
reasonable details as to such Acquisition (including sources and uses of funds
therefor), and 3-year historical financial information and 3-year pro forma financial forecasts of the Acquired Business on a
stand alone basis as well as of the Borrower on a consolidated basis after
giving effect to the Acquisition and covenant compliance calculations
reasonably satisfactory to the Administrative Agent demonstrating satisfaction
of the condition described in clause (g) below;


 


(f)            if a new Subsidiary is formed or
acquired as a result of or in connection with the Acquisition, the Borrower
shall have complied with the requirements of Section 4 hereof in
connection therewith;


 


(g)           after giving effect to the
Acquisition and any Credit Event in connection therewith, no Default or Event
of Default shall exist;


 


(h)           the Borrower delivers to the Administrative
Agent evidence reasonably satisfactory to the Administrative Agent that the
Borrower would have a Total Leverage Ratio as of the last day of the last
fiscal quarter for which financial statements have been delivered on a pro forma basis that is not greater than the lesser of: (i) 2.50
to 1.00 and (ii) 0.25 to 1.00 below the then maximum Total Leverage Ratio
permitted by Section 8.22(a) (assuming the indebtedness incurred at
the time of such Acquisition was incurred on the first day of such 12-month
period and on a pro forma basis after giving
effect to such Acquisition);


 


(i)            the Acquired Business has Adjusted
EBITDA, the calculation and determination of which shall be reasonably
acceptable to the Administrative Agent, greater than zero;


 


7

















 


(j)            all obligations under the Bridge
Loan shall have been repaid ; and


 


(k)           after giving effect to the
Acquisition and any Credit Event in connection therewith, the sum of (x) Excess
Availability plus (y) Cash on Hand as of
such date, shall equal or exceed $15,000,000.


 


“Term Loan Increase Availability”
means an aggregate principal amount for all Term Loan Increases of $65,000,000 minus the aggregate principal amount of the Bridge Loan
repaid after the First Amendment Effective Date (other than with the proceeds
of a Term Loan Increase); provided that
any such Term Loan Increase shall be in an aggregate amount of not less than
$2,500,000 (or, if the proceeds of such Term Loan Increase are to be used to
repay the Bridge Loan, such lesser amount approved by the Administrative
Agent).


 


Section 2.6            Section 8.5(a) of
the Credit Agreement is hereby amended by deleting the phrase “each fiscal quarter of each fiscal year” appearing therein
and inserting in its place the phrase “the first three fiscal
quarters of each fiscal year”.


 


Section 2.7            Section 8.21
of the Credit Agreement is hereby amended in its entirety and as so amendment
shall read as follows:


 


Section 8.21.        Subordinated
Debt.  The Borrower
shall not, nor shall it permit any Subsidiary to, (a) amend or modify any
of the terms or conditions relating to Subordinated Debt; (b) make any
voluntary prepayment of Subordinated Debt, or effect any voluntary redemption
thereof, or (c) make any payment on account of Subordinated Debt that is
prohibited under the terms of any instrument or agreement subordinating the
same to the Obligations; provided, however,
that notwithstanding the foregoing clauses (b) and (c), the Borrower and
its Subsidiaries may effect any Bridge Loan Repayment only so long as (i) no
Default or Event of Default shall have occurred and be continuing or would
result from such payment and (ii) if the case of a Bridge Loan Repayment
pursuant to clauses (c), (d) and (e) of the definition thereof, (A) after
giving effect to such payment, the sum of (x) Excess Availability and (y) Cash
on Hand as of such date, shall equal or exceed $15,000,000, and (B) the
Borrower is in compliance with Section 8.22(a) on a pro forma basis after giving effect to such payment by more
than 0.25 to 1.0.   Notwithstanding the
foregoing, the Borrower may agree to a decrease in the interest rate applicable
thereto or to a deferral of repayment of any of the principal of or interest on
the Subordinated Debt beyond the current due dates therefor.


 


8

















 


Section 2.8            Section 8.22 of the Credit
Agreement is hereby amended in its entirety and as so amended shall read as
follows:


 


Section 8.22.        Financial Covenants.  (a) Total Leverage Ratio. 
As of the last day of each fiscal quarter of the Borrower ending during
the relevant period set forth below, the Borrower shall not permit the Total
Leverage Ratio to be greater than the corresponding ratio set forth opposite
such period:


 


	
  FISCAL
  QUARTER 

  ENDING ON OR ABOUT

  	
   

  	
  TOTAL
  LEVERAGE RATIO 

  SHALL NOT BE GREATER THAN:

  
	
   

  	
   

  	
   

  
	
  12/31/08 through 09/30/09

  	
   

  	
  3.00 to 1.0

  
	
   

  	
   

  	
   

  
	
  10/01/09 through 09/30/10

  	
   

  	
  2.75 to 1.0

  
	
   

  	
   

  	
   

  
	
  10/01/10 through 09/30/11

  	
   

  	
  2.50 to 1.0

  
	
   

  	
   

  	
   

  
	
  10/01/11 and at all times thereafter

  	
   

  	
  2.25 to 1.0

  



 


(b)  Senior Leverage Ratio.  [Intentionally Omitted]


 


(c) 
Fixed Charge Coverage Ratio.  As of the last day of each fiscal quarter of
the Borrower ending during the relevant period set forth below, the Borrower
shall maintain a Fixed Charge Coverage Ratio of not less than the corresponding
ratio set forth opposite such period:


 


	
  FISCAL
  QUARTER 

  ENDING ON OR ABOUT

  	
   

  	
  FIXED
  CHARGE COVERAGE RATIO 

  SHALL NOT BE LESS THAN:

  
	
   

  	
   

  	
   

  
	
  12/31/08 through 12/31/10

  	
   

  	
  1.25 to 1.0

  
	
   

  	
   

  	
   

  
	
  01/01/11 and at all times thereafter

  	
   

  	
  1.50 to 1.0

  



 


(d)  Net Worth.  The Borrower shall at all times maintain Net
Worth of the Borrower and its Subsidiaries determined on a consolidated basis
in an amount not less than (i) $197,078,000  plus (ii) 50% of Net Income for each fiscal quarter of
the Borrower ending after December 31, 2008 and thereafter for which such
Net Income is a positive amount (i.e., there
shall be no reduction to the minimum amount of Net Worth required to be
maintained hereunder for any fiscal quarter in which Net Income is less than
zero), plus (iii) 50% of the aggregate
increases in shareholder equity by the Borrower and its Subsidiaries in
connection with the issuance of any equity securities of the Borrower or any of
its Subsidiaries (including the conversion of any Indebtedness for Borrowed
Money into equity securities of the Borrower).


 


9

















 


Section 2.9            Section 8.23
of the Credit Agreement is hereby amended by inserting immediately follow the
first sentence thereof the following:


 


Unless the Administrative Agent otherwise consents in
its sole discretion, not less than sixty (60) days after the First Amendment
Effective Date with respect to the Term Loan Increase advanced on the First
Amendment Effective Date, the Borrower shall enter into and maintain in full
force and effect one or more hedging agreements in such amounts and on such
terms as shall result in effectively limiting the cost to the Borrower of
changes in LIBOR with respect to an aggregate notional principal amount not less
than 50% of the aggregate principal amount of the Term A Loans advanced on the
First Amendment Effective Date for a period of at least two and one-half
(2-1/2) years beginning on the First Amendment Effective Date.


 


Section 2.10         Exhibit E of the
Credit Agreement shall be amended and restated in its entirety as set forth as Exhibit E
attached hereto.


 


Section 2.11         The Borrower has requested that the
Lenders waive the Excess Cash Flow prepayment requirement under Section 1.9(b) for
the fiscal year ending December 31, 2008. 
Upon satisfaction of the conditions precedent contained in Article IV
of this Amendment, the Lenders hereby consent to such waiver.


 


ARTICLE III

REPRESENTATIONS AND WARRANTIES


 


Section 3.1            Credit Agreement
Representations.  In
order to induce the Required Lenders to enter into this Amendment, the Borrower
and Guarantors (collectively, “Loan Parties”)
each hereby reaffirms, as of the date hereof after giving effect to this
Amendment, its representations and warranties contained in Section 6 of
the Credit Agreement and additionally represents and warrants to the Agent and
each Lender as set forth in this Article III.


 


Section 3.2            Due Authorization,
Non-Contravention, etc. 
The execution, delivery and performance by each Loan Party of this Amendment
are within each Loan Party’s powers, have been duly authorized by all necessary
corporate action, and do not:


 


(a)        contravene or constitute a default under
any provision of law or any judgment, injunction, order or decree binding upon
any Loan Party which would reasonably be expected to have a Material Adverse
Effect or any provision of the organizational documents (e.g.,
charter, certificate or articles of incorporation and by-laws, certificate or
articles of association and operating agreement, partnership agreement, or
other similar organizational documents) of any Loan Party;


 


10

















 


(b)        contravene or constitute a default under
any covenant, indenture or agreement of or affecting any Loan Party or any of
their Property, in each case where such contravention or default, individually
or in the aggregate, would reasonably be expected to have a Material Adverse
Effect; or


 


(c)        result in the creation or imposition of
any Lien on any Property of any Loan Party other than the Liens granted in
favor of the Agent pursuant to the Loan Documents.


 


Section 3.3            Government Approval, Regulation, etc.  No authorization or approval or other action
by, and no notice to or filing with, any governmental authority or regulatory
body or other Person is required for the due execution, delivery or performance
by any Loan Party of this Amendment.


 


Section 3.4            Validity, etc.  This Amendment constitutes the legal, valid
and binding obligation of each Loan Party enforceable in accordance with its
terms, except as enforceability may be limited by bankruptcy, insolvency,
fraudulent conveyance or similar laws affecting creditors’ rights generally and
general principles of equity (regardless of whether the application of such
principles is considered in a proceeding in equity or at law).


 


ARTICLE IV

CONDITIONS PRECEDENT


 


Section 4.1            Effectiveness.  The effectiveness of this Amendment is
subject to the following:


 


(i)            execution and
delivery of this Amendment by each Loan Party and the Required Lenders;


 


(ii)           the Administrative
Agent shall have received the fees as agreed between the Administrative Agent
and the Borrower;


 


(iii)          the Administrative
Agent shall have received copies of the Borrower’s and each Subsidiary’s
articles of incorporation and bylaws (or comparable organizational documents)
and any amendments thereto, certified in each instance by its Secretary or
Assistant Secretary or certification from its Secretary or Assistant Secretary
that no amendments have been made to any such documents since the Closing Date
or, in the case of Enliven Marketing Technologies Corporation, since October 3,
2008;


 


(iv)          the Administrative
Agent shall have received copies of resolutions of the Borrower’s and each
Subsidiary’s Board of Directors (or similar governing body) authorizing the
execution, delivery and performance 


 


11

















 


of this Amendment and the consummation of the
transactions contemplated hereby, together with specimen signatures of the
persons authorized to execute this Amendment on the Borrower’s and each
Subsidiary’s behalf, all certified in each instance by its Secretary or
Assistant Secretary;


 


(v)           the Administrative
Agent shall have received copies of the certificates of good standing for the
Borrower and each Subsidiary (dated no earlier than 30 days prior to the
date hereof) from the office of the secretary of the state of its incorporation
or organization;


 


(vi)          the Administrative
Agent shall have received the favorable written opinion of counsel to the
Borrower and each Subsidiary, in form and substance satisfactory to the
Administrative Agent;


 


(vii)         the Administrative
Agent shall have received evidence satisfactory to it that the Borrower’s Total
Leverage Ratio was not greater than 2.50 to 1.00 as of the last day of the most
recently completed fiscal quarter prior to the First Amendment Effective Date,
but calculated as if the principal amount of the Bridge Loan repaid and Loans
borrowed on the First Amendment Effective Date, occurred on the last day of
such fiscal quarter; and


 


(viii)        the Administrative
Agent shall have received evidence satisfactory to it that after giving effect
to the Credit Event and prepayment of the Bridge Loan, in each case on the
First Amendment Effective Date, (a) the sum of (x) Excess
Availability plus (y) Cash on Hand as of such
date shall equal or exceed $15,000,000 and (b) the aggregate principal
amount of the Bridge Loan outstanding shall be no greater than $10,000,000.


 


If this Amendment becomes effective, the changes in the Applicable
Margin shall take effect on the First Amendment Effective Date and on each day
thereafter, but any payment of interest or fees due on or after the First
Amendment Effective Date with respect to any amounts owing for any period prior
thereto shall be computed on the basis of the Applicable Margin and commitment
fee in effect prior to such effectiveness.


 


ARTICLE V

MISCELLANEOUS PROVISIONS


 


Section 5.1            Ratification of and References to
the Credit Agreement. 
Except for the amendments expressly set forth above, the Credit
Agreement and each other Loan Document is hereby ratified, approved and
confirmed in each and every respect. 
Each Loan Party hereby acknowledges and agrees that (i) the Liens
created and provided for by the Loan Documents continue to secure, among other
things, the Obligations arising under the Credit Agreement and the other Loan
Documents, and (ii) the Loan Documents and the rights and remedies of the
Agent thereunder, the obligations of Loan Parties thereunder, and the Liens
created and provided 


 


12

















 


for thereunder, remain in full force and effect and shall not be
affected, impaired or discharged hereby. 
Nothing herein contained shall in any manner affect or impair the
priority of the Liens and security interests created and provided for by the
Loan Documents as to the indebtedness which would be secured thereby prior to
giving effect to this Amendment. 
Reference to this Amendment need not be made in the Credit Agreement,
the Notes, or any other instrument or document executed in connection
therewith, or in any certificate, letter or communication issued or made
pursuant to or with respect to the Credit Agreement.


 


Section 5.2            Headings.  The various headings of this Amendment are
for convenience of reference only, are not part of this Amendment and shall not
affect the construction of, or be taken into consideration in interpreting,
this Amendment.


 


Section 5.3            Execution in Counterparts.  This Amendment may be executed in
counterparts (and by different parties hereto on different counterparts), each
of which shall constitute an original, but all of which when taken together
shall constitute a single agreement. 
Delivery of a counterpart hereof by facsimile transmission or by e-mail
transmission of an Adobe portable document format file (also known as a “PDF”
file) shall be effective as delivery of a manually executed counterpart hereof.


 


Section 5.4.           No Other Amendments.  Except for the amendments expressly set forth
above, the text of the Credit Agreement and the Loan Documents shall remain
unchanged and in full force and effect, and the Lenders and the Agent expressly
reserve the right to require strict compliance with the terms of the Credit
Agreement and the Loan Documents.


 


Section 5.5.           Costs and Expenses.  The Borrower agrees to pay
on demand all reasonable and documented costs and expenses of or incurred by
the Agent in connection with the negotiation, preparation, execution and
delivery of this Amendment, including the fees and expenses of counsel for the
Agent.


 


Section 6.6            Governing Law.  This Amendment shall be construed in
accordance with and governed by the law of the State of Illinois.


 


[SIGNATURE PAGES TO FOLLOW]


 


13
















 


IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed and delivered by their respective duly
authorized officers as of the day and year first above written.


 


 


	
   

  	
  “BORROWER”

  
	
   

  	
   

  
	
   

  	
  DG FASTCHANNEL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name

  	
   

  
	
   

  	
   

  	
  Title

  	
   

  
	
   

  	
   

  
	
   

  	
  “GUARANTOR”

  
	
   

  	
   

  
	
   

  	
  PATHFIRE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name

  	
   

  
	
   

  	
   

  	
  Title

  	
   

  
	
   

  	
   

  
	
   

  	
  ENLIVEN MARKETING
  TECHNOLOGIES CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name

  	
   

  
	
   

  	
   

  	
  Title

  	
   

  



 


 


First Amendment


to DG
FastChannel, Inc.


Amended and
Restated Credit Agreement


 


S-1

















 


	
   

  	
  “ADMINISTRATIVE
  AGENT”

  
	
   

  	
   

  
	
   

  	
  BANK OF MONTREAL

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name

  	
   

  
	
   

  	
   

  	
  Title

  	
   

  



 


 


First Amendment


to DG
FastChannel, Inc.


Amended and
Restated Credit Agreement


 


S-2

















 


	
   

  	
  “LENDERS”

  
	
   

  	
   

  
	
   

  	
  BANK OF MONTREAL

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name

  	
   

  
	
   

  	
   

  	
  Title

  	
   

  



 


 


First Amendment


to DG
FastChannel, Inc.


Amended and
Restated Credit Agreement


 


S-3

















 


	
   

  	
  FIRST TENNESSEE BANK
  NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name

  	
   

  
	
   

  	
   

  	
  Title

  	
   

  



 


 


First Amendment


to DG
FastChannel, Inc.


Amended and
Restated Credit Agreement


 


S-4

















 


	
   

  	
  WEBSTER BANK, NATIONAL
  ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name

  	
   

  
	
   

  	
   

  	
  Title

  	
   

  



 


 


First Amendment


to DG
FastChannel, Inc.


Amended and
Restated Credit Agreement


 


S-5
















 


	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name

  	
   

  
	
   

  	
   

  	
  Title

  	
   

  



 


 


First Amendment


to DG FastChannel, Inc.


Amended and Restated Credit Agreement


 


S-6

















 


	
   

  	
  BANK OF THE WEST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name

  	
   

  
	
   

  	
   

  	
  Title

  	
   

  



 


 


First Amendment


to DG FastChannel, Inc.


Amended and Restated
Credit Agreement


 


S-7

















 


	
   

  	
  FIRST BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name

  	
   

  
	
   

  	
   

  	
  Title

  	
   

  



 


 


First Amendment


to DG FastChannel, Inc.


Amended and Restated
Credit Agreement


 


S-8

















 


	
   

  	
  CITIBANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name

  	
   

  
	
   

  	
   

  	
  Title

  	
   

  



 


 


First Amendment


to DG FastChannel, Inc.


Amended and Restated
Credit Agreement


 


S-9

















 


	
   

  	
  FIFTH THIRD BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name

  	
   

  
	
   

  	
   

  	
  Title

  	
   

  



 


 


First Amendment


to DG FastChannel, Inc.


Amended and Restated
Credit Agreement


 


S-10