Amendment No. 3 to Effective Date
Credit Agreement December 17, 1999
AMENDMENT NO. 3
TO
CREDIT AGREEMENT
Amendment No. 3, dated October 27, 1999 but, subject to satisfaction of the
terms and conditions set forth herein, not effective until December 17, 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 amend the
Agreement in the manner hereinafter set forth effective as of December 17, 1999
provided the terms and conditions set forth herein shall have been satisfied in
full.
WHEREAS, Wachovia 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 immediately prior to the effectiveness of this Agreement on
December 17, 1999.
WHEREAS, the Borrowers, the Banks (other than Wachovia Bank N.A.) are in
agreement with the wishes of Wachovia 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 "Present Value of Lease
Payments" in Section 1.1 of the Agreement shall be and is hereby amended to be
as follows:
"Present Value of Lease Payments" shall mean the sum of all payments
required to be paid to the lessor under an Eligible Lease with each of such
payments discounted to its present value by applying a discount rate to
each payment equal to the lesser of (a) the one-month LIBO Rate in effect
at the time of the calculation (including the LIBO Rate Applicable Margin),
or (b) the Base Rate in effect at the time of the calculation; provided,
however, that any payment under an Eligible Lease shall only be included
for the purpose of calculating the Present Value of Lease Payments if (i)
the payment is not yet due under the Lease; and (ii) the lessee has no
discretion as to whether or not to make the payment."
2. Section 2.2 of Agreement. Section 2.2 of the Agreement shall be and is
hereby amended to delete the date "December 17, 1999" contained therein and to
substitute the date "December 16, 2000."
3. 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.
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4. 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. It shall be a condition to the effectiveness of this Amendment that
such representations and warranties also shall continue to be true and correct
on the effective date of this Amendment (December 17, 1999).
5. 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. It shall be a condition to the effectiveness of this Amendment that the
Borrowers shall be in compliance with and have complied with each and every such
covenant on the effective date of this Amendment (December 17, 1999).
6. 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.
7. 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
amended and restated Notes conforming with the revised Loan Commitment of each
Bank as set forth in Exhibit A hereto.
8. 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. Further, this Amendment shall not be
effective until December 17, 1999 and then shall become effective only if the
terms and conditions set forth herein shall have been satisfied in full.
9. Payment to Wachovia Bank N.A. It is a condition precedent to the
effectiveness of this Amendment that the Note held by Wachovia Bank N.A. shall
have been paid in full, including but not limited to all accrued interest and
unpaid principal thereof.
10. Reallocation of Loans. Promptly following the effectiveness of this
Amendment and 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 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.
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.
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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: ______________________________
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:
SUMMIT BANK
By: ______________________________
Name:
Title:
KEYBANK NATIONAL ASSOCIATION
By: ______________________________
Name:
Title:
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EXHIBIT A
Banks' Loan Commitments and Percentages
Rounded
Bank Commitment Percentages
First Union National Bank $20,000,000 39%
Lease Finance Group
PA 4827
1339 Chestnut Street - 12th Floor
Philadelphia, PA 19107
Fax No. 215-973-6900
Bank Leumi USA $10,000,000 19%
562 Fifth Avenue
New York, NY 10036
Fax No. 212-626-1329
Summit Bank $10,000,000 19%
750 Walnut Avenue
Cranford, NJ 07016
Fax No. 908-709-5466
KeyBank National Association $11,500,000 22%
34 North Main Street
Dayton, OH 45402
Fax No. 937-586-7695
___________
$51,500,000
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