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                                                                 Exhibit 10.9(c)


                       AMENDMENT NO. 2 TO CREDIT AGREEMENT
                       -----------------------------------


         THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (this "SECOND AMENDMENT") is
entered into this 28th day of July, 1999, among:

         APPLIED GRAPHICS TECHNOLOGIES, INC., a Delaware corporation
(hereinafter referred to as the "BORROWER");

         The banks, financial institutions and other institutional lenders from
time to time party to the Credit Agreement (as defined herein) (each a "LENDER"
and, collectively, the "LENDERS"); and

         FLEET BANK, N.A., a national banking association, as administrative
agent for the Lenders (in such capacity, together with its successors in such
capacity, the "ADMINISTRATIVE AGENT");

                                    RECITALS
                                    --------

         WHEREAS:

         (A) The Borrower has entered into a certain Amended and Restated Credit
Agreement dated as of March 10, 1999 (as amended pursuant to a certain Amendment
No. 1 to Credit Agreement dated June 2, 1999, and as it may hereafter from time
to time be further amended, modified, supplemented, or restated, the "Credit
Agreement"); and

         (B) The Borrower and the Lenders have agreed to amend the definition of
"Required Lenders" contained in the Credit Agreement as hereinafter set forth;

         NOW, THEREFORE, in consideration of the agreements and provisions
contained herein, the parties hereto hereby agree as follows:

         1. DEFINITIONS. Capitalized terms used but not otherwise defined herein
shall have the meanings ascribed to such terms in the Credit Agreement.

         2. AMENDMENT TO CREDIT AGREEMENT. Section 1 (Definitions) of the Credit
Agreement is hereby amended by deleting in its entirety therefrom the definition
of "Required Lenders" set forth therein and substituting the following therefor:

                  "'REQUIRED LENDERS' means:

                  (i) at all times that Fleet holds more than 30% of the
         aggregate of the Term Loan Commitments and the Revolving Credit
         Commitments:

                           (A) Lenders holding greater than 66-2/3% of the
         aggregate of the Term Loan Commitments and the Revolving Credit
         Commitments, or

                           (B) a majority in number of the Lenders (without
         regard to the Dollar amount of their Commitments); and
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                  (ii) at all times that Fleet holds 30% or less of the
         aggregate of the Term Loan Commitments and the Revolving Credit
         Commitments, Lenders holding greater than 50% of the aggregate of the
         Term Loan Commitments and the Revolving Credit Commitments,

         provided, however, that if any Lender shall be a Defaulting Lender at
         such time, there shall be excluded from the determination of Required
         Lenders at such time such Lender or the aggregate Term Loan Commitment
         and Revolving Credit Commitment of such Lender at such time, as
         applicable."

         3. REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants
to the Lender Parties and the Administrative Agent that: (i) the execution,
delivery and performance by the Borrower of this Second Amendment are within its
organizational powers and have been duly authorized by all necessary corporate
action, (ii) this Second Amendment is the legal, valid and binding obligation of
the Borrower, enforceable against the Borrower in accordance with its terms and
(iii) this Second Amendment and the execution, delivery and performance by the
Borrower thereof does not: (A) contravene the terms of the Borrower's
organizational documents; (B) conflict with or result in any breach or
contravention of, or the creation of any Lien (other than Liens under the Loan
Documents) under, any document evidencing any contractual obligation to which
the Borrower is a party or any order, injunction, writ or decree to which it or
its property is subject; or (C) violate any requirement of law.

         4.       REFERENCE TO AND EFFECT UPON THE CREDIT AGREEMENT.

                  4.1 EFFECT. Except as specifically amended hereby, the Credit
Agreement and the other Loan Documents shall remain in full force and effect in
accordance with their terms and are hereby ratified and confirmed.

                  4.2 NO WAIVER; REFERENCES. The execution, delivery and
effectiveness of this Second Amendment shall not operate as a waiver of any
right, power or remedy of the Administrative Agent or any Lender under the
Credit Agreement, nor constitute a waiver of any provision of the Credit
Agreement, except as specifically set forth herein. Upon the effectiveness of
this Second Amendment, each reference in:

                           (i) the Credit Agreement to "this Agreement",
"hereunder", "hereof", "herein" or words of similar import shall mean and be a
reference to the Credit Agreement as amended hereby;

                           (ii) the other Loan Documents to the Credit Agreement
shall mean and be a reference to the Credit Agreement as amended hereby; and

                           (iii) the Loan Documents to the Loan Documents shall
be deemed to include this Second Amendment.

         5.       MISCELLANEOUS.

                  5.1 HEADINGS. Section headings in this Second Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Second Amendment for any other purposes.

                  5.2 LAW. THIS SECOND AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.

                  5.3 SUCCESSORS. This Second Amendment shall be binding upon
the Borrower, the Lender Parties and the Administrative Agent and their
respective successors and assigns, and shall inure to the benefit of the
Borrower, the Lender Parties and the Administrative Agent and the successors and
assigns of the Lender Parties and the Administrative Agent.

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                  5.4 EXECUTION IN COUNTERPARTS. This Second Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute one
and the same instrument.



                           [Signature Pages to Follow]

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         IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be executed and delivered by an officer thereunto duly authorized
on the date first written above.


                            APPLIED GRAPHICS TECHNOLOGIES, INC.


                            By:
                                --------------------------------------
                            Name:
                                --------------------------------------
                            Title:
                                   -----------------------------------


                            FLEET BANK, N.A., AS A BANK, AS
                            ADMINISTRATIVE AGENT, INITIAL ISSUING
                            BANK AND SWING LINE BANK

                            By:
                                --------------------------------------
                            Name:
                                --------------------------------------
                            Title:
                                   -----------------------------------

                            BANK OF AMERICA NATIONAL
                            TRUST AND SAVINGS ASSOCIATION

                            By:
                                --------------------------------------
                            Name:
                                  ------------------------------------
                            Title:
                                   -----------------------------------

                            FIRST UNION NATIONAL BANK, N.A.

                            By:
                                --------------------------------------
                            Name:
                                  ------------------------------------
                            Title:
                                   -----------------------------------

             [Signature Page to Amendment No. 2 to Credit Agreement]
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                            THE CHASE MANHATTAN BANK

                            By:
                                --------------------------------------
                            Name:
                                --------------------------------------
                            Title:
                                   -----------------------------------
                            THE BANK OF NEW YORK

                            By:
                                --------------------------------------
                            Name:
                                --------------------------------------
                            Title:
                                   -----------------------------------
                            SOVEREIGN BANK

                            By:
                                --------------------------------------
                            Name:
                                --------------------------------------
                            Title:
                                   -----------------------------------
                            MELLON BANK, N.A.

                            By:
                                --------------------------------------
                            Name:
                                --------------------------------------
                            Title:
                                   -----------------------------------
                            SUNTRUST BANK, ATLANTA

                            By:
                                --------------------------------------
                            Name:
                                --------------------------------------
                            Title:
                                   -----------------------------------
                            STATE STREET BANK AND TRUST
                             COMPANY

                            By:
                                --------------------------------------
                            Name:
                                --------------------------------------
                            Title:
                                   -----------------------------------


             [Signature Page to Amendment No. 2 to Credit Agreement]