NOTE
$15,000,000 Philadelphia, PA
December 18, 1998
For Value Received, MLC HOLDINGS, INC., a Delaware corporation ("Holdings"), MLC
GROUP, INC., a Virginia corporation ("MLC"), and MLC FEDERAL, INC., a Virginia
corporation ("Federal") (collectively, the "Borrowers" and individually, a
"Borrower") hereby jointly and severally promise to pay to the order of FIRST
UNION NATIONAL BANK (the "Bank'), in lawful currency of the United States of
America in immediately available funds at the offices of FIRST UNION NATIONAL
BANK located at Broad and Chestnut Streets, Philadelphia, Pennsylvania, on the
earlier to occur of acceleration of the maturity date as provided in the Credit
Agreement described below or the Credit Termination Date, the principal sum of
FIFTEEN MILLION DOLLARS ($15,000,000) or, if less, the then unpaid principal
amount of all Loans made by the Bank pursuant to the Credit Agreement (defined
below).
The Borrowers jointly and severally promise also to pay interest on the unpaid
principal amount hereof in like money at such office from the date hereof until
paid in full at the rates and at the times provided in the Credit Agreement,
dated December 18, 1998, by and among the Borrowers and the banking institutions
named therein, with First Union National Bank, as Agent (as such may be amended,
modified, supplemented, restated and/or replaced from time to time, the "Credit
Agreement").
This Note is a Note referred to in the Credit Agreement. This Note is entitled
to the benefits of and is secured by security interests referred to in the
Credit Agreement. Capitalized terms used in this Note but not defined herein
shall have the meanings ascribed to such terms in the Credit Agreement. This
Note is subject to voluntary prepayment and mandatory repayment prior to demand,
acceleration of maturity or the Credit Termination Date, in whole or in part, as
provided in the Credit Agreement.
In case an Event of Default shall occur and be continuing, the maturity date of
the principal of and the accrued interest on this Note may be accelerated and be
declared to be due and payable in the manner and with the effect provided in the
Credit Agreement.
Each Borrower hereby waives presentment, demand, protest or notice of any kind
in connection with this Note.
Notwithstanding the face amount of this Note, the undersigneds' liability
hereunder shall be limited, at all times, to the actual aggregate outstanding
indebtedness relating to the Loans, including all principal and interest,
together with all fees and expenses as provided in the Credit Agreement, as
established by the Bank's books and records which shall be conclusive absent
manifest error.
-1-
THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF
THE COMMONWEALTH OF PENNSYLVANIA WITHOUT REGARD TO PENNSYLVANIA OR FEDERAL
PRINCIPLES OF CONFLICT OF LAWS.
MLC HOLDINGS, INC.
By:________________________
Name:
Title:
MLC GROUP, INC.
By:________________________
Name:
Title:
MLC FEDERAL, INC.
By:________________________
Name:
Title:
-2-
NOTE
$7,000,000 Philadelphia, PA
December 18, 1998
For Value Received, MLC HOLDINGS, INC., a Delaware corporation ("Holdings"), MLC
GROUP, INC., a Virginia corporation ("MLC"), and MLC FEDERAL, INC., a Virginia
corporation ("Federal") (collectively, the "Borrowers" and individually, a
"Borrower") hereby jointly and severally promise to pay to the order of BANK
LEUMI USA (the "Bank'), in lawful currency of the United States of America in
immediately available funds at the offices of FIRST UNION NATIONAL BANK located
at Broad and Chestnut Streets, Philadelphia, Pennsylvania, on the earlier to
occur of acceleration of the maturity date as provided in the Credit Agreement
described below or the Credit Termination Date, the principal sum of SEVEN
MILLION DOLLARS ($7,000,000) or, if less, the then unpaid principal amount of
all Loans made by the Bank pursuant to the Credit Agreement (defined below).
The Borrowers jointly and severally promise also to pay interest on the unpaid
principal amount hereof in like money at such office from the date hereof until
paid in full at the rates and at the times provided in the Credit Agreement,
dated December 18, 1998, by and among the Borrowers and the banking institutions
named therein, with First Union National Bank, as Agent (as such may be amended,
modified, supplemented, restated and/or replaced from time to time, the "Credit
Agreement").
This Note is a Note referred to in the Credit Agreement. This Note is entitled
to the benefits of and is secured by security interests referred to in the
Credit Agreement. Capitalized terms used in this Note but not defined herein
shall have the meanings ascribed to such terms in the Credit Agreement. This
Note is subject to voluntary prepayment and mandatory repayment prior to demand,
acceleration of maturity or the Credit Termination Date, in whole or in part, as
provided in the Credit Agreement.
In case an Event of Default shall occur and be continuing, the maturity date of
the principal of and the accrued interest on this Note may be accelerated and be
declared to be due and payable in the manner and with the effect provided in the
Credit Agreement.
Each Borrower hereby waives presentment, demand, protest or notice of any kind
in connection with this Note.
Notwithstanding the face amount of this Note, the undersigneds' liability
hereunder shall be limited, at all times, to the actual aggregate outstanding
indebtedness relating to the Loans, including all principal and interest,
together with all fees and expenses as provided in the Credit Agreement, as
established by the Bank's books and records which shall be conclusive absent
manifest error.
-3-
THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF
THE COMMONWEALTH OF PENNSYLVANIA WITHOUT REGARD TO PENNSYLVANIA OR FEDERAL
PRINCIPLES OF CONFLICT OF LAWS.
MLC HOLDINGS, INC.
By:________________________
Name:
Title:
MLC GROUP, INC.
By:________________________
Name:
Title:
MLC FEDERAL, INC.
By:________________________
Name:
Title:
-4-
NOTE
$7,000,000 Philadelphia, PA
Decebmer 18, 1998
For Value Received, MLC HOLDINGS, INC., a Delaware corporation ("Holdings"), MLC
GROUP, INC., a Virginia corporation ("MLC"), and MLC FEDERAL, INC., a Virginia
corporation ("Federal") (collectively, the "Borrowers" and individually, a
"Borrower") hereby jointly and severally promise to pay to the order of SUMMIT
BANK (the "Bank'), in lawful currency of the United States of America in
immediately available funds at the offices of FIRST UNION NATIONAL BANK located
at Broad and Chestnut Streets, Philadelphia, Pennsylvania, on the earlier to
occur of acceleration of the maturity date as provided in the Credit Agreement
described below or the Credit Termination Date, the principal sum of SEVEN
MILLION DOLLARS ($7,000,000) or, if less, the then unpaid principal amount of
all Loans made by the Bank pursuant to the Credit Agreement (defined below).
The Borrowers jointly and severally promise also to pay interest on the unpaid
principal amount hereof in like money at such office from the date hereof until
paid in full at the rates and at the times provided in the Credit Agreement,
dated December 18, 1998, by and among the Borrowers and the banking institutions
named therein, with First Union National Bank, as Agent (as such may be amended,
modified, supplemented, restated and/or replaced from time to time, the "Credit
Agreement").
This Note is a Note referred to in the Credit Agreement. This Note is entitled
to the benefits of and is secured by security interests referred to in the
Credit Agreement. Capitalized terms used in this Note but not defined herein
shall have the meanings ascribed to such terms in the Credit Agreement. This
Note is subject to voluntary prepayment and mandatory repayment prior to demand,
acceleration of maturity or the Credit Termination Date, in whole or in part, as
provided in the Credit Agreement.
In case an Event of Default shall occur and be continuing, the maturity date of
the principal of and the accrued interest on this Note may be accelerated and be
declared to be due and payable in the manner and with the effect provided in the
Credit Agreement.
Each Borrower hereby waives presentment, demand, protest or notice of any kind
in connection with this Note.
Notwithstanding the face amount of this Note, the undersigneds' liability
hereunder shall be limited, at all times, to the actual aggregate outstanding
indebtedness relating to the Loans, including all principal and interest,
together with all fees and expenses as provided in the Credit Agreement, as
established by the Bank's books and records which shall be conclusive absent
manifest error.
-5-
THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF
THE COMMONWEALTH OF PENNSYLVANIA WITHOUT REGARD TO PENNSYLVANIA OR FEDERAL
PRINCIPLES OF CONFLICT OF LAWS.
MLC HOLDINGS, INC.
By:________________________
Name:
Title:
MLC GROUP, INC.
By:________________________
Name:
Title:
MLC FEDERAL, INC.
By:________________________
Name:
Title:
-6-
NOTE
$7,000,000 Philadelphia, PA
December 18, 1998
For Value Received, MLC HOLDINGS, INC., a Delaware corporation ("Holdings"), MLC
GROUP, INC., a Virginia corporation ("MLC"), and MLC FEDERAL, INC., a Virginia
corporation ("Federal") (collectively, the "Borrowers" and individually, a
"Borrower") hereby jointly and severally promise to pay to the order of WACHOVIA
BANK (the "Bank'), in lawful currency of the United States of America in
immediately available funds at the offices of FIRST UNION NATIONAL BANK located
at Broad and Chestnut Streets, Philadelphia, Pennsylvania, on the earlier to
occur of acceleration of the maturity date as provided in the Credit Agreement
described below or the Credit Termination Date, the principal sum of SEVEN
MILLION DOLLARS ($7,000,000) or, if less, the then unpaid principal amount of
all Loans made by the Bank pursuant to the Credit Agreement (defined below).
The Borrowers jointly and severally promise also to pay interest on the unpaid
principal amount hereof in like money at such office from the date hereof until
paid in full at the rates and at the times provided in the Credit Agreement,
dated December 18, 1998, by and among the Borrowers and the banking institutions
named therein, with First Union National Bank, as Agent (as such may be amended,
modified, supplemented, restated and/or replaced from time to time, the "Credit
Agreement").
This Note is a Note referred to in the Credit Agreement. This Note is entitled
to the benefits of and is secured by security interests referred to in the
Credit Agreement. Capitalized terms used in this Note but not defined herein
shall have the meanings ascribed to such terms in the Credit Agreement. This
Note is subject to voluntary prepayment and mandatory repayment prior to demand,
acceleration of maturity or the Credit Termination Date, in whole or in part, as
provided in the Credit Agreement.
In case an Event of Default shall occur and be continuing, the maturity date of
the principal of and the accrued interest on this Note may be accelerated and be
declared to be due and payable in the manner and with the effect provided in the
Credit Agreement.
Each Borrower hereby waives presentment, demand, protest or notice of any kind
in connection with this Note.
Notwithstanding the face amount of this Note, the undersigneds' liability
hereunder shall be limited, at all times, to the actual aggregate outstanding
indebtedness relating to the Loans, including all principal and interest,
together with all fees and expenses as provided in the Credit Agreement, as
established by the Bank's books and records which shall be conclusive absent
manifest error.
-7-
THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF
THE COMMONWEALTH OF PENNSYLVANIA WITHOUT REGARD TO PENNSYLVANIA OR FEDERAL
PRINCIPLES OF CONFLICT OF LAWS.
MLC HOLDINGS, INC.
By:________________________
Name:
Title:
MLC GROUP, INC.
By:________________________
Name:
Title:
MLC FEDERAL, INC.
By:________________________
Name:
Title:
-8-
NOTE
$7,000,000 Philadelphia, PA
Decebmer 18, 1998
For Value Received, MLC HOLDINGS, INC., a Delaware corporation ("Holdings"), MLC
GROUP, INC., a Virginia corporation ("MLC"), and MLC FEDERAL, INC., a Virginia
corporation ("Federal") (collectively, the "Borrowers" and individually, a
"Borrower") hereby jointly and severally promise to pay to the order of KEYBANK
NATIONAL ASSOCIATION(the "Bank'), in lawful currency of the United States of
America in immediately available funds at the offices of FIRST UNION NATIONAL
BANK located at Broad and Chestnut Streets, Philadelphia, Pennsylvania, on the
earlier to occur of acceleration of the maturity date as provided in the Credit
Agreement described below or the Credit Termination Date, the principal sum of
SEVEN MILLION DOLLARS ($7,000,000) or, if less, the then unpaid principal amount
of all Loans made by the Bank pursuant to the Credit Agreement (defined below).
The Borrowers jointly and severally promise also to pay interest on the unpaid
principal amount hereof in like money at such office from the date hereof until
paid in full at the rates and at the times provided in the Credit Agreement,
dated December 18, 1998, by and among the Borrowers and the banking institutions
named therein, with First Union National Bank, as Agent (as such may be amended,
modified, supplemented, restated and/or replaced from time to time, the "Credit
Agreement").
This Note is a Note referred to in the Credit Agreement. This Note is entitled
to the benefits of and is secured by security interests referred to in the
Credit Agreement. Capitalized terms used in this Note but not defined herein
shall have the meanings ascribed to such terms in the Credit Agreement. This
Note is subject to voluntary prepayment and mandatory repayment prior to demand,
acceleration of maturity or the Credit Termination Date, in whole or in part, as
provided in the Credit Agreement.
In case an Event of Default shall occur and be continuing, the maturity date of
the principal of and the accrued interest on this Note may be accelerated and be
declared to be due and payable in the manner and with the effect provided in the
Credit Agreement.
Each Borrower hereby waives presentment, demand, protest or notice of any kind
in connection with this Note.
Notwithstanding the face amount of this Note, the undersigneds' liability
hereunder shall be limited, at all times, to the actual aggregate outstanding
indebtedness relating to the Loans, including all principal and interest,
together with all fees and expenses as provided in the Credit Agreement, as
established by the Bank's books and records which shall be conclusive absent
manifest error.
-9-
THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF
THE COMMONWEALTH OF PENNSYLVANIA WITHOUT REGARD TO PENNSYLVANIA OR FEDERAL
PRINCIPLES OF CONFLICT OF LAWS.
MLC HOLDINGS, INC.
By:________________________
Name:
Title:
MLC GROUP, INC.
By:________________________
Name:
Title:
MLC FEDERAL, INC.
By:________________________
Name:
Title:
-10-
NOTE
$7,000,000 Philadelphia, PA
Decebmer 18, 1998
For Value Received, MLC HOLDINGS, INC., a Delaware corporation ("Holdings"), MLC
GROUP, INC., a Virginia corporation ("MLC"), and MLC FEDERAL, INC., a Virginia
corporation ("Federal") (collectively, the "Borrowers" and individually, a
"Borrower") hereby jointly and severally promise to pay to the order of RIGGS
BANK N.A. (the "Bank'), in lawful currency of the United States of America in
immediately available funds at the offices of FIRST UNION NATIONAL BANK located
at Broad and Chestnut Streets, Philadelphia, Pennsylvania, on the earlier to
occur of acceleration of the maturity date as provided in the Credit Agreement
described below or the Credit Termination Date, the principal sum of SEVEN
MILLION DOLLARS ($7,000,000) or, if less, the then unpaid principal amount of
all Loans made by the Bank pursuant to the Credit Agreement (defined below).
The Borrowers jointly and severally promise also to pay interest on the unpaid
principal amount hereof in like money at such office from the date hereof until
paid in full at the rates and at the times provided in the Credit Agreement,
dated December 18, 1998, by and among the Borrowers and the banking institutions
named therein, with First Union National Bank, as Agent (as such may be amended,
modified, supplemented, restated and/or replaced from time to time, the "Credit
Agreement").
This Note is a Note referred to in the Credit Agreement. This Note is entitled
to the benefits of and is secured by security interests referred to in the
Credit Agreement. Capitalized terms used in this Note but not defined herein
shall have the meanings ascribed to such terms in the Credit Agreement. This
Note is subject to voluntary prepayment and mandatory repayment prior to demand,
acceleration of maturity or the Credit Termination Date, in whole or in part, as
provided in the Credit Agreement.
In case an Event of Default shall occur and be continuing, the maturity date of
the principal of and the accrued interest on this Note may be accelerated and be
declared to be due and payable in the manner and with the effect provided in the
Credit Agreement.
Each Borrower hereby waives presentment, demand, protest or notice of any kind
in connection with this Note.
Notwithstanding the face amount of this Note, the undersigneds' liability
hereunder shall be limited, at all times, to the actual aggregate outstanding
indebtedness relating to the Loans, including all principal and interest,
together with all fees and expenses as provided in the Credit Agreement, as
established by the Bank's books and records which shall be conclusive absent
manifest error.
-11-
THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF
THE COMMONWEALTH OF PENNSYLVANIA WITHOUT REGARD TO PENNSYLVANIA OR FEDERAL
PRINCIPLES OF CONFLICT OF LAWS.
MLC HOLDINGS, INC.
By:________________________
Name:
Title:
MLC GROUP, INC.
By:________________________
Name:
Title:
MLC FEDERAL, INC.
By:________________________
Name:
Title:
-12-