AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF JULY 22, 2004
BY AND AMONG
COACTIVE MARKETING GROUP, INC.,
INMARK SERVICES LLC,
U.S. CONCEPTS LLC,
OPTIMUM GROUP LLC,
GRUPO HACERLO LLC,
AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 22, 2004, by and among CoActive
Marketing Group, Inc., a Delaware corporation (the "Company" or a "Borrower"), Inmark Services LLC, a
Delaware limited liability company (f/k/a Inmark Services, Inc.) (a "Borrower"), U.S. Concepts LLC, a
Delaware limited liability company (f/k/a U.S. Concepts, Inc.) (a "Borrower"), Grupo Hacerlo LLC, a New
York limited liability company (a "Borrower"), Optimum Group LLC, a Delaware limited liability company (f/k/a
Optimum Group, Inc.) (a "Borrower"; and together with the Company and each other Borrower heretofore
referenced, individually and collectively, jointly and severally, the "Borrowers"), and Signature Bank (the
The Lender and the Borrowers entered into a certain Credit Agreement dated as of October 31, 2002, which
agreement has been amended from time to time from and after such date (the "Credit Agreement").
The Borrowers and the Lender have agreed that such Credit Agreement will be amended and restated in the
manner provided for in this Agreement.
Accordingly, the parties hereto agree as follows:
DEFINITIONS AND ACCOUNTING TERMS
Section 1.01. Definitions.
As used herein, the following terms shall have the following meanings:
"Adjusted Aggregate Outstandings" shall mean, on a date of determination, the sum of (a) the Aggregate Letter of
Credit Outstandings at such time, (b) the aggregate outstanding principal amount of all Revolving Credit Loans at
such time, and (c) the aggregate outstanding principal amount of the Term Loan at such time.
"Adjusted Total Commitment" shall mean $4,100,000.
"Affiliate" shall mean with respect to a specified Person, another Person which, directly or indirectly, controls or is
controlled by or is un