Amendment No. 2 to Dated
Credit Agreement September 22, 1999
AMENDMENT NO. 2
TO
CREDIT AGREEMENT
Amendment No. 2, dated September 22, 1999 (the "Amendment"), to Credit
Agreement, dated as of December 18, 1998 (this "Agreement"), is entered into by
and among MLC HOLDINGS, INC., a Delaware corporation ("Holdings"), MLC GROUP,
INC., a Virginia corporation ("MLC"), and MLC FEDERAL, INC., a Virginia
corporation ("Federal") as borrowers (collectively, the "Borrowers" and
individually, a "Borrower"), the banking institutions signatories thereto and
named in Exhibit A attached to the Agreement and such other institutions that
hereafter become a "Bank" pursuant to Sectrion 11.4 of the Agreement
(collectively, the "Banks" and individually, a "Bank") and First Union National
Bank, a national banking association, as agent for the Banks under the Agreement
("First Union," which shall mean its capacity as agent unless specifically
stated otherwise).
Preliminary Statement
WHEREAS, the Borrowers, the Banks and First Union desire to amend the
Agreement in the manner hereinafter set forth.
WHEREAS, Riggs Bank N.A. wishes to cease its participation in the credit
facility provided by the Agreement, terminate its Loan Commitment and have its
Note paid in full.
WHEREAS, the Borrowers, the Banks (other than Riggs Bank N.A.) are in
agreement with the wishes of Riggs Bank N.A.
NOW, THEREFORE, in consideration of the premises and promises hereinafter
set forth and intending to be legally bound hereby, the parties hereto agree as
follows:
1. Section 1.1 of Agreement. The definition of "Eligible Lease" in Section
1.1 of the Agreement shall be and is hereby amended to add the following
sentence at the end thereof:
"For purposes of the definition of Eligible Lease, leases aggregating not
more than $35,000,000 purchased on or about September 30, 1999 from CLG,
Inc. shall not be deemed ineligible on the basis that they did not arise on
the ordinary course of business of a Borrower, provided that such leases
otherwise conform with the requirements of an "Eligible Lease" and conform
with the underwriting guidelines of the Borrowers."
2. Section 1.1 of Agreement. The definition of "Eligible Receivable" in
Section 1.1 of the Agreement shall be and is hereby amended to add the following
sentence at the end thereof:
"For purposes of the definition of Eligible Receivable, receivables
aggregating not more than $3,500,000 purchased on or about September 30,
1999 from CLG, Inc. shall not be deemed ineligible on the basis that they
did not arise on the ordinary course of business of a Borrower, provided
that such receivables otherwise conform with the requirements of an
"Eligible Receivable" and conform with the underwriting guidelines of the
Borrowers."
3. Section 6.9 of Agreement. Section 6.9 of the Agreement shall be and is
hereby amended to add the following sentence at the end thereof:
"Notwithstanding that the purchase by one or more of the Borrowers of
leases, equipment and/or receivables on or about September 30, 1999 from
CLG, Inc. may not be in the ordinary course of such Borrower's or
Borrowers' business or businesses such purchase or purchases shall be
permitted, provided that such purchase or purchases are pursuant to the
reasonable requirements of the Borrower's or Borrowers' business or
businesses and is otherwise in good faith and upon commercially reasonable
terms."
-1-
4. Exhibit A to Agreement. Exhibit A to the Agreement shall be and is
hereby amended and restated to be in the form and substance attached hereto.
5. Representations and Warranties. The Borrowers hereby affirm all the
representations and warranties made in the Agreement, including but not limited
to Article 3 thereof, on and as of the date hereof as if originally given on
this date.
6. Covenants. The Borrowers hereby confirm that they are in compliance with
and have complied with each and every covenant set forth in the Agreement,
including but not limited to Articles 5, 6 and 7 thereof, on and as of the date
hereof.
7. Affirmation. The Borrowers hereby affirm their absolute and
unconditional promise to pay to each Bank and First Union National Bank, as
agent under the Agreement, the Loans and all other amounts due under the
Agreement and any other Loan Document on the maturity date(s) provided in the
Agreement or any other Loan Document, as such documents may be amended hereby.
8. Corporate Authorization and Delivery of Documents. Each Bank shall have
received (a) a certificate signed by the secretary or assistant secretary of
each Borrower certifying all action taken by each Borrower and any other
necessary Person to authorize this Amendment, the incumbency of the persons
signing this amendment, and attaching any resolutions adopted by each Borrower
in connection with said authorization, and (b) and such other documents as any
Bank shall require.
9. Effect of Amendment. This Amendment amends the Agreement only to the
extent and in the manner herein set forth, and in all other respects the
Agreement is ratified and confirmed.
10. Reallocation of Loans. Promptly following the effectiveness of this
Amendment including but not limited to the delivery to each Bank of its Note in
the amount of its Loan Commitment as set forth in Exhibit A hereto, the Agent
shall coordinate with each of the Banks (a) to provide for funding by {new bank
to be added} of Loans to the Borrowers under the Credit Agreement, as amended,
equal to its proportionate share of the aggregate principal amount of Loans then
outstanding to the Borrowers based on its Commitment Percentage and (b)
application of the proceeds of such Loans to repayment to the other Banks, it
their individual capacities, of Loans by each of them then in effect such that
the aggregate Loans of each Bank shall not exceed the proportionate share of
each Bank based on its Commitment Percentage applied to the aggregate principal
amount of outstanding Loans by the Banks to the Borrowers on such date.
11. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures hereto were upon the same instrument.
-2-
IN WITNESS WHEREOF, the parties hereto have each caused this Amendment to
be duly executed by their duly authorized representatives as of the date first
above written.
MLC HOLDINGS, INC.
By: ______________________________
Name:
Title:
MLC GROUP, INC.
By: ______________________________
Name:
Title:
MLC FEDERAL, INC.
By: ______________________________
Name:
Title:
FIRST UNION NATIONAL BANK, for itself
and as Agent
By: ______________________________
Name:
Title:
BANK LEUMI USA
By: ______________________________
Name:
Title:
RIGGS BANK N.A.
By: ______________________________
Name:
Title:
WACHOVIA BANK, N.A.
By: ______________________________
Name:
Title:
SUMMIT BANK
By: ______________________________
Name:
Title:
KEYBANK NATIONAL ASSOCIATION
By: ______________________________
Name:
Title:
-3-
EXHIBIT A
Bank' Loan Commitments and Percentages
Rounded
Bank Commitment Percentage
First Union National Bank $25,000,000 32%
Lease Finance Group
PA 4827
1339 Chestnut Street - 12th Floor
Philadelphia, PA 19107
Fax No. 215-973-6900
Bank Leumi USA $10,000,000 16%
562 Fifth Avenue
New York, NY 10036
Fax No. 212-626-1329
Summit Bank $10,000,000 16%
750 Walnut Avenue
Cranford, NJ 07016
Fax No. 908-709-5466
Wachovia Bank, N.A. $7,000,000 11%
227 Fayetteville Street
Raleigh, NC 27601
Fax No. 919-755-7722
KeyBank National Association $11,500,000 18%
34 North Main Street
Dayton, OH 45402
Fax No. 937-586-7695
___________ _____
$63,500,000 100%
-4-