AMENDMENT NO. 4
TO
CREDIT AGREEMENT
Amendment No. 4, dated December 20, 1999 (the "Amendment"), to Credit
Agreement, dated as of December 18, 1998 (this "Agreement"), is entered into by
and among ePlus inc., a Delaware corporation formerly named MLC Holdings, Inc.
("ePlus"), 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 Section 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 further amend
the Agreement in the manner hereinafter set forth.
WHEREAS, National City Bank wishes to become a participant in the credit
facility provided by the Agreement with the Loan Commitment set forth in Exhibit
A hereto.
WHEREAS, the Borrowers, the Banks, and National City Bank are in agreement.
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 2.1(f) of Agreement. Section 2.1 of the Agreement shall be and
is hereby amended to add a new clause (f), which shall be as follows:
"(f) Maximum Loans to ePLUS. At no time shall the outstanding unpaid
principal balance of (1) Loans drawn by ePLUS and (2) the proceeds of Loans
drawn by other Borrowers hereunder and held by ePLUS, exceed (3) the
aggregate amount of indebtedness and obligations of other Persons
guaranteed by ePLUS in compliance with the limitations set forth in Section
6.3 hereof"
2. 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.
3. 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
such date.
4. 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.
5. 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.
6. 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, including but not limited to the execution and delivery of
Notes, as applicable, conforming with the revised Loan Commitment of each Bank
as set forth in Exhibit A hereto.
7. 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.
8. Reallocation of Loans. Promptly following the effectiveness of this
Amendment and the delivery to each Bank, as applicable, 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 to provide for (a) funding 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 in effect as a result of this
Amendment, and (b) application of the proceeds of such Loans to repayment to the
other Banks, in 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.
9. 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.
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.
ePLUS INC.
By: /s/______________________________
Name:
Title:
MLC GROUP, INC.
By: /s/______________________________
Name:
Title:
MLC FEDERAL, INC.
By: /s/______________________________
Name:
Title:
FIRST UNION NATIONAL BANK, for itself
and as Agent
By: /s/______________________________
Name:
Title:
BANK LEUMI USA
By: /s/______________________________
Name:
Title:
KEYBANK NATIONAL ASSOCIATION
By: /s/______________________________
Name:
Title:
NATIONAL CITY BANK
By: /s/______________________________
Name:
Title:
SUMMIT BANK
By: /s/______________________________
Name:
Title:
EXHIBIT A
Bank's Loan Commitments and Percentages
Rounded
Bank Commitment Percentages*
---- ---------- ------------
First Union National Bank $20,000,000 31%
Lease Finance Group
PA 4827
1339 Chestnut Street - 12th Floor
Philadelphia, PA 19107
Fax No. 215-973-6900
National City Bank $15,000,000 23%
Specialized Lending Group,
Philadelphia Region
Location # 01-5997
One South Broad Street
Philadelphia, PA 19107
Bank Leumi USA $10,000,000 15%
562 Fifth Avenue
New York, NY 10036
Fax No. 212-626-1329
KeyBank National Association $10,000,000 15%
34 North Main Street
Dayton, OH 45402
Fax No. 937-586-7695
Summit Bank $10,000,000 15%
750 Walnut Avenue
Cranford, NJ 07016
Fax No. 908-709-5466
___________
$65,000,000
* Roundings result in a total which is 99%