Exhibit 10.43
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MCSi, INC.
AS THE BORROWER
AND
THE FINANCIAL INSTITUTIONS NAMED HEREIN
AS LENDERS
NATIONAL CITY BANK
AS A LENDER AND AS DOCUMENTATION AGENT
PNC BANK, NATIONAL ASSOCIATION
AS A LENDER, THE SWING LINE LENDER
A LETTER OF CREDIT ISSUER
AND AS ADMINISTRATIVE AGENT
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AMENDMENT NO. 13
DATED AS OF
JUNE 29, 2001
TO
AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF
DECEMBER 1, 1998
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Exhibit 10.43
AMENDMENT NO. 13
TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDMENT NO. 13 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as
of June 29, 2001 ("THIS AMENDMENT ") by and among:
(i) MCSi, INC., a Maryland corporation, which is the successor
by merger to Miami Computer Supply Corporation, an Ohio corporation
(herein, together with its successors and assigns, the "BORROWER");
(ii) the financial institutions listed on the signature pages
hereof (the "LENDERS");
(iii) NATIONAL CITY BANK, a national banking association, as a
Lender and as Documentation Agent; and
(iv) PNC BANK, NATIONAL ASSOCIATION, a national banking
association, as a Lender, the Swing Line Lender, a Letter of Credit
Issuer and as Administrative Agent (the "ADMINISTRATIVE AGENT") for the
Lenders under the Credit Agreement:
PRELIMINARY STATEMENTS:
(1) The Borrower, the Lenders named therein, and the Administrative
Agent entered into the Amended and Restated Credit Agreement, dated as of
December 1, 1998, as amended by Amendment No. 1 thereto, dated as of March 31,
1999, Amendment No. 2 thereto, dated as of April 19, 1999, Amendment No. 3
thereto, dated as of August 13, 1999, Amendment No. 4 thereto, dated as of
August 31, 1999, Amendment No. 5 thereto, dated as of December 20, 1999,
Amendment No. 6 thereto, dated as of January 10, 2000, Amendment No. 7 thereto,
dated as of February 4, 2000, Amendment No. 8 thereto, dated as of April 30,
2000, Amendment No. 9 thereto, dated as of May 31, 2000, Amendment No. 10
thereto, dated as of September 27, 2000, Amendment No. 11 thereto, dated as of
December 8, 2000 ("AMENDMENT NO. 11"), and Amendment No. 12 thereto, dated as of
March 30, 2001 ("AMENDMENT NO. 12") (as so amended, the "CREDIT AGREEMENT"; with
the terms defined therein, or the definitions of which are incorporated therein,
being used herein as so defined).
(2) Pursuant to Amendment No. 11, the Credit Agreement was amended to
provide, among other things, for a temporary increase in the Total General
Revolving Commitment from $160,000,000 to $181,000,000, and the Lenders made
General Revolving Loans to the Borrower reflecting usage of such temporary
increase (such General Revolving Loans reflecting such usage are referred to
herein as the "DECEMBER BRIDGE LOANS").
(3) The Borrower has requested that the maturity date of the December
Bridge Loans as specified in Amendment No. 12 be extended, and has further
notified the Administrative Agent and the Lenders of its intent to either (a)
refinance the Total General Revolving Commitment, or (b) partially refinance the
Total General Revolving Commitment through additional credit facilities,
including subordinated indebtedness or the issuance of additional equity.
(4) In connection with the foregoing, the Borrower has requested that
the Administrative Agent and the Lenders amend the Credit Agreement to extend
the due date of the December Bridge Loans from June 30, 2001 to September 30,
2001, to amend certain financial covenants, and to otherwise amend certain
provisions of the Credit Agreement, all as more fully set forth below.
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NOW, THEREFORE, the parties hereby agree as follows:
1. AMENDMENTS, ETC.
1.1. EXTENSION OF TEMPORARY INCREASE IN TOTAL GENERAL REVOLVING
COMMITMENT. Effective on and as of the Amendment Effective Date (as defined
below), the Temporary Increase End Date (as defined in Amendment No. 11 and as
amended in Amendment No. 12) is hereby amended such that, with respect to the
December Bridge Loans, the Temporary Increase End Date shall mean the earlier of
(i) September 30, 2001, or (ii) the date that the Total General Revolving
Commitment is terminated.
1.2. APPLICABLE TEMPORARY MARGIN FOR DECEMBER BRIDGE LOANS.
Notwithstanding anything in Amendment No. 11 or Amendment No. 12 to the
contrary, effective on the Amendment Effective Date, with respect to all
December Bridge Loans, the Applicable Temporary Margin (as defined in Amendment
No. 11 and as amended in Amendment No. 12) shall be:
(a) with respect to December Bridge Loans that are Eurodollar
Loans, (i) prior to August 1, 2001 or after the occurrence (on or
before August 31, 2001) of a Take-Out Condition (as defined below), 350
basis points, (ii) on August 1, 2001 (provided that a Take-Out
Condition shall not have occurred on or before July 31, 2001) through
August 31, 2001, 450 basis points, or (iii) on September 1, 2001 and
thereafter (provided that a Take-Out Condition shall not have occurred
on or before August 31, 2001), 550 basis points; and
(b) with respect to December Bridge Loans that are Prime Rate
Loans, (i) prior to August 1, 2001 or after the occurrence (on or
before August 31, 2001) of a Take-Out Condition, 200 basis points, (ii)
on August 1, 2001 through August 31, 2001 (provided that a Take-Out
Condition shall not have occurred on or before July ▇▇, ▇▇▇▇), ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ (▇▇▇) on September 1, 2001 and thereafter (provided
that a Take-Out Condition shall not have occurred on or before August
31, 2001), 400 basis points.
As used herein, "TAKE-OUT CONDITION" shall mean that the Borrower shall have
delivered to the Administrative Agent (A) a definitive agreement signed by both
the Borrower and a person or entity or persons or entities that are acceptable
to the Administrative Agent and the Required Lenders, in their reasonable
discretion, wherein as a result of the transactions set forth in such agreement
all of the Obligations shall be repaid in full; or (B) a signed commitment
letter from a lender or a signed letter of intent from an investor or investors
acceptable to the Administrative Agent and the Required Lenders, in their
reasonable discretion, wherein such lender shall have committed to lending at
least $60,000,000 to the Borrower as Subordinated Indebtedness or such investor
shall have committed to purchasing additional equity from the Borrower, the
proceeds of which shall be used to repay the outstanding Obligations in
accordance with the terms of this Amendment. In the event that a Take-Out
Condition shall have occurred for purposes of Section 1.2 of this Amendment, but
the transactions contemplated thereby shall fail to be fully completed to the
satisfaction of the Administrative Agent, in its reasonable discretion, within a
reasonable time (but in no event more than sixty (60) days) after the occurrence
of the applicable Take-Out Condition, the Applicable Temporary Margin shall be
retroactively adjusted to the appropriate level (as set forth in Section 1.2 of
this Amendment) as if such Take-Out Condition had not occurred, and the
difference in the Applicable Temporary Margin in effect by virtue of the
occurrence of such Take-Out Condition and the Applicable Temporary Margin that
would have otherwise been in effect shall immediately be paid to the
Administrative Agent, for the benefit of the Bridge Lenders (as hereinafter
defined), by the Borrower. In addition, the Borrower shall pay to the
Administrative Agent, for the benefit of the Bridge Lenders, the fees set forth
in Section 1.9 hereof as if such Take-Out-Condition had never occurred.
1.3. DECEMBER BRIDGE LOANS OTHERWISE UNAFFECTED. Except as modified
pursuant to this Section 1.2, all other terms and conditions of the December
Bridge Loans shall remain in full force and effect.
1.4. CONSOLIDATED CAPITAL EXPENDITURES. Effective on the Amendment
Effective Date, Section 9.9 of the Credit Agreement is hereby amended to read in
its entirety as follows:
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9.9. CAPITAL EXPENDITURES. The Borrower shall not, and shall
not permit any of its Subsidiaries to, make or incur Consolidated
Capital Expenditures at any time (a) in excess of $10,500,000, during
the fiscal year of Borrower ended December 31, 1999, (b) in excess of
$11,500,000, during the fiscal year of Borrower ended December 31,
2000, (iii) in excess of $7,500,000, during the two (2) consecutive
fiscal quarters of Borrower ending June 30, 2001, or (iv) in excess of
$8,000,000, during the fiscal year of Borrower ending December 31, 2001
and during each subsequent fiscal year of Borrower thereafter. In the
event that the actual Consolidated Capital Expenditures for any fiscal
period of Borrower are less than the preceding respective amounts, the
excess amount for any fiscal period may not be carried over to any
subsequent period.
1.5 INDEBTEDNESS COVENANT. Effective on the Amendment Effective Date,
Section 9.4 of the Credit Agreement is hereby amended to delete subpart (j)
therefrom and insert in place thereof the following:
(j) in addition to the loans or advances permitted pursuant to
subsection (i) above, Indebtedness incurred by the MCSi/Intellisys
Subsidiaries to any Person (other than the Borrower or any of its
Subsidiaries, but specifically including any credit facility that may
be provided by PNC Bank, National Association, or any affiliate thereof
or any other Lender, in its sole discretion, independent of this
Agreement ) PROVIDED(a) that the aggregate outstanding principal amount
of such Indebtedness outstanding at any time shall not exceed
$12,000,000 at any time.
1.6. INDEBTEDNESS COVENANT. Effective on the Amendment Effective Date,
Section 9.4 of the Credit Agreement is hereby amended to add the following new
subsection (k) thereto:
(k) Subordinated Indebtedness of the Borrower in an aggregate
amount at any time outstanding not to exceed $80,000,000, on terms and
conditions satisfactory to the Administrative Agent and the Required
Lenders provided that all of the proceeds of any such Subordinated
Indebtedness of the Borrower shall first be applied to the outstanding
balance (if any) of the December Bridge Loans (as defined in the
Amendment No. 11 to this Agreement, dated as of December 8, 2000) and
the remainder to be applied pro rata to the remaining outstanding
balance of Loans under the Total General Revolving Commitment.
1.7 APPLICATION OF PROCEEDS. Notwithstanding anything in the Credit
Agreement to the contrary, upon the receipt by the Borrower of any proceeds of
any transaction (including, but not limited to, the proceeds of any Subordinated
Indebtedness or equity offering) referenced in Section 1.2 of this Amendment,
100% of such proceeds shall be applied, first, to the outstanding balance, if
any, of the December Bridge Loans and the remainder to be applied pro rata to
the remaining outstanding balance of the Loans under the Total General Revolving
Commitment.
1.8. AMENDMENT FEE. As consideration for the amendments to the Credit
Agreement pursuant to this Amendment, the Borrower shall pay to the
Administrative Agent, (a) for the PRO RATA distribution among those Lenders
signatory hereto an amendment fee of 25.00 basis points, calculated on the
$160,000,000 General Revolving Commitment, and (b) for the PRO RATA distribution
among the Lenders that have made December Bridge Loans and have agreed to extend
the due date of the December Bridge Loans (the "BRIDGE LENDERS"), an amendment
fee of 200.00 basis points, calculated on such Lender's Commitment with respect
to such December Bridge Loans. The foregoing fees shall be payable in
immediately available funds on the Amendment Effective Date.
1.9. TAKE-OUT CONDITION FEES. In the event that a Take-Out Condition
shall not have occurred (a) on or before July 31, 2001, the Borrower shall pay
to the Administrative Agent, for the PRO RATA distribution among the Bridge
Lenders, a fee of 100.00 basis points, calculated on such Bridge Lender's
Commitment with respect to such December Bridge Loans; and (b) on or before
August 31, 2001, the Borrower shall pay to the Administrative Agent, for the PRO
RATA distribution among the Bridge Lenders, a fee of 100.00 basis points,
calculated on such Bridge Lender's Commitment with respect to such December
Bridge Loans.
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2. REPRESENTATIONS AND WARRANTIES.
The Borrower represents and warrants to the Lenders and the
Administrative Agent as follows:
2.1. AUTHORIZATION, VALIDITY AND BINDING EFFECT. This Amendment has
been duly authorized by all necessary corporate action on the part of the
Borrower, has been duly executed and delivered by a duly authorized officer or
officers of the Borrower, and constitutes the valid and binding agreement of the
Borrower, enforceable against the Borrower in accordance with its terms.
2.2. REPRESENTATIONS AND WARRANTIES TRUE AND CORRECT. The
representations and warranties of the Borrower contained in the Credit
Agreement, as amended hereby, are true and correct on and as of the date hereof
as though made on and as of the date hereof, except to the extent that such
representations and warranties expressly relate to a specified date, in which
case such representations and warranties are hereby reaffirmed as true and
correct when made.
2.3. NO EVENT OF DEFAULT, ETC. No condition or event has occurred or
exists which constitutes or which, after notice or lapse of time or both, would
constitute an Event of Default.
2.4. COMPLIANCE. The Borrower is in full compliance with all covenants
and agreements contained in the Credit Agreement, as amended hereby.
2.5. RECENT FINANCIAL STATEMENTS. The Borrower has furnished to the
Lenders and the Administrative Agent complete and correct copies of the
unaudited condensed consolidated balance sheet of the Borrower and its
consolidated subsidiaries as of March 31, 2001, and the related unaudited
condensed consolidated statements of income and of cash flows of the Borrower
and its consolidated subsidiaries for the fiscal period then ended, as contained
in the Form 10-Q Quarterly Report of the Borrower filed with the SEC. All such
financial statements have been prepared in accordance with GAAP, consistently
applied (except as stated therein), and fairly present the financial position of
the Borrower and its consolidated subsidiaries as of the date indicated and the
consolidated results of their operations and cash flows for the period
indicated, subject to normal audit adjustments, none of which will involve a
Material Adverse Effect.
2.6. NO CLAIMS, ETC. The Borrower does not have any claim or offset
against, or defense or counterclaim to, any of its obligations or liabilities
under the Credit Agreement or any other Credit Document.
3. EFFECTIVENESS.
This Amendment shall become effective on June 29, 2001 (the "AMENDMENT
EFFECTIVE DATE"), subject to the satisfaction of the following conditions on or
before such date (or such later date as specified below):
(a) this Amendment shall have been executed by the Borrower
and the Administrative Agent, and counterparts hereof as so executed
shall have been delivered to the Administrative Agent;
(b) the Acknowledgment and Consent appended hereto shall have
been executed by the Credit Parties named therein, and counterparts
hereof as so executed shall have been delivered to the Administrative
Agent;
(c) the Administrative Agent shall have been notified by all
of the Required Lenders (and to the extent required by the Credit
Agreement, all of the Lenders affected thereby) that such Lenders have
executed this Amendment (which notification may be by facsimile or
other written confirmation of such execution);
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(d) the Borrower shall have duly executed and delivered to the
Administrative Agent, for the account of the Lenders, General Revolving
Notes in the form of the attached EXHIBIT A made payable to
the order of the respective Lenders in the amount of the temporary
increase in their respective General Revolving Commitments provided for
in Amendment No. 12, but reflecting the extension of the due date for
the December Bridge Loans in accordance with this Amendment, and
otherwise conforming to the requirements of the Credit Agreement,
provided that the Administrative Agent shall return all such General
Revolving Notes being replaced thereby to the Borrower marked
"Replaced";
(e) the Borrower shall have delivered to the Administrative
Agent a (i) joinder to the Subsidiary Guaranty and (ii) joinder to the
Security Agreement, each in form and substance satisfactory to the
Administrative Agent, dated as of the date of this Amendment, and
executed by the MCSi/Intellisys Subsidiaries, together with the
appropriate executed UCC financing statements in connection therewith,
which shall be in form and substance satisfactory to the Administrative
Agent;
(f) the Borrower shall have delivered to the Administrative
Agent (i) the articles of incorporation and bylaws of the
MCSi/Intellisys Subsidiaries certified by an officer of each such
MCSi/Intellisys Subsidiary as being true, correct and complete as of
the date of this Amendment, (ii) a certificate of the Secretary or an
Assistant Secretary of each MCSi/Intellisys Subsidiary, dated as of the
date of this Amendment, certifying the due adoption of the resolutions
of such MCSi/Intellisys Subsidiary, approving the execution of the
respective joinder agreements referred to in section 3(e) hereof, and
certifying that such resolutions remain in full force and effect, and
such certificate and resolution shall be satisfactory in form and
substance to the Administrative Agent, (iii) an opinion of counsel for
the MCSi/Intellisys Subsidiaries, in form and substance satisfactory to
the Administrative Agent, and (iv) within ten (10) days of the date
hereof, UCC lien searches (and other searches as required by the
Administrative Agent) with respect to the MCSi/Intellisys subsidiaries;
(g) the Borrower shall have delivered to the Administrative
Agent a certificate of its Secretary or an Assistant Secretary, dated
as of the date of this Amendment, certifying the due adoption by its
Board of Directors of resolutions approving the extension of the due
date for the December Bridge Loans and the other modifications to the
Credit Agreement set forth in this Amendment, and certifying that such
resolutions remain in full force and effect, and such certificate and
resolution shall be satisfactory in form and substance to the
Administrative Agent;
(h) the Borrower shall have delivered a certificate of the
Borrower's chief executive officer or chief financial officer
certifying to the Administrative Agent and the Lenders that as of the
Amendment Effective Date (i) the representations and warranties of the
Borrower contained in the Credit Agreement, as amended hereby, are true
and correct on and as of the Amendment Effective Date as though made on
and as of the Amendment Effective Date, except to the extent that such
representations and warranties expressly relate to a specified date, in
which case such representations and warranties are hereby reaffirmed as
true and correct when made; (ii) no condition or event has occurred or
exists which constitutes or which, after notice or lapse of time or
both, would constitute an Event of Default; and (iii) the Borrower is
in full compliance with all covenants and agreements contained in the
Credit Agreement, as amended hereby; and
(i) the Borrower shall have paid to the Administrative Agent,
for the account of the Lenders, such amendment and other fees as are
payable at such time as provided in section 1.8 of this Amendment (the
Administrative Agent hereby agreeing to promptly re-transmit pro rata
portions of the amendment fees to the respective Lenders signatory
hereto).
Subject to satisfaction of the foregoing conditions, the Administrative Agent
shall notify the Borrower and each Lender in writing of the effectiveness
hereof.
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4. RATIFICATIONS.
The terms and provisions set forth in this Amendment shall modify and
supersede all inconsistent terms and provisions set forth in the Credit
Agreement, and except as expressly modified and superseded by this Amendment,
the terms and provisions of the Credit Agreement are ratified and confirmed and
shall continue in full force and effect.
5. MISCELLANEOUS.
5.1. SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon and
inure to the benefit of the Borrower, each Lender and the Administrative Agent
and their respective permitted successors and assigns.
5.2. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties made in this Amendment shall survive the execution and delivery
of this Amendment, and no investigation by the Administrative Agent or any
Lender or any subsequent Loan or issuance of a Letter of Credit shall affect the
representations and warranties or the right of the Administrative Agent or any
Lender to rely upon them.
5.3. REFERENCE TO CREDIT AGREEMENT. The Credit Agreement and any and
all other agreements, instruments or documentation now or hereafter executed and
delivered pursuant to the terms of the Credit Agreement as amended hereby, are
hereby amended so that any reference therein to the Credit Agreement shall mean
a reference to the Credit Agreement as amended hereby.
5.4. EXPENSES. As provided in the Credit Agreement, but without
limiting any terms or provisions thereof, the Borrower agrees to pay on demand
all costs and expenses incurred by the Administrative Agent in connection with
the preparation, negotiation, and execution of this Amendment, including without
limitation the costs and fees of the Administrative Agent's special legal
counsel, regardless of whether this Amendment becomes effective in accordance
with the terms hereof, and all costs and expenses incurred by the Administrative
Agent or any Lender in connection with the enforcement or preservation of any
rights under the Credit Agreement, as amended hereby.
5.5. SEVERABILITY. Any term or provision of this Amendment held by a
court of competent jurisdiction to be invalid or unenforceable shall not impair
or invalidate the remainder of this Amendment and the effect thereof shall be
confined to the term or provision so held to be invalid or unenforceable.
5.6. APPLICABLE LAW. This Amendment shall be governed by and construed
in accordance with the laws of the State of Ohio, without regard to conflicts of
laws provisions.
5.7. HEADINGS. The headings, captions and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of
this Amendment.
5.8. ENTIRE AGREEMENT. This Amendment is specifically limited to the
matters expressly set forth herein. This Amendment and all other instruments,
agreements and documentation executed and delivered in connection with this
Amendment embody the final, entire agreement among the parties hereto with
respect to the subject matter hereof and supersede any and all prior
commitments, agreements, representations and understandings, whether written or
oral, relating to the matters covered by this Amendment, and may not be
contradicted or varied by evidence of prior, contemporaneous or subsequent oral
agreements or discussions of the parties hereto. There are no oral agreements
among the parties hereto relating to the subject matter hereof or any other
subject matter relating to the Credit Agreement.
5.9. WAIVER OF CLAIMS. The Borrower, by signing below, hereby waives
and releases Administrative Agent and each of the Lenders and their respective
directors, officers, employees, attorneys, affiliates and subsidiaries from any
and all claims, offsets, defenses and counterclaims of which Borrower is aware,
such waiver and release being with full knowledge and understanding of the
circumstances and effect thereof and after having consulted legal counsel with
respect thereto.
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5.10. COUNTERPARTS. This Amendment may be executed by the parties
hereto separately in one or more counterparts and by facsimile signature, each
of which when so executed shall be deemed to be an original, but all of which
when taken together shall constitute one and the same agreement.
[Remainder of page intentionally left blank.]
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5.11. JURY TRIAL WAIVER. EACH OF THE PARTIES TO THIS AMENDMENT HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AMENDMENT, THE OTHER CREDIT
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY HERETO
HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.
IN WITNESS WHEREOF, this Amendment has been duly executed and delivered
as of the date first above written.
MSCi, INC., PNC BANK, NATIONAL ASSOCIATION,
A MARYLAND CORPORATION WHICH IS THE INDIVIDUALLY AS A LENDER, A LETTER OF CREDIT
SUCCESSOR BY MERGER TO MIAMI COMPUTER ISSUER, THE SWING LINE LENDER AND AS
SUPPLY CORPORATION, AN OHIO CORPORATION ADMINISTRATIVE AGENT
BY:_________________________________
BY:_________________________________ VICE PRESIDENT
TITLE:
NATIONAL CITY BANK, FIRSTAR BANK, N.A.
INDIVIDUALLY AS A LENDER AND
AS DOCUMENTATION AGENT
BY:_________________________________
BY:_________________________________ TITLE:
TITLE:
KEY CORPORATE CAPITAL INC. THE HUNTINGTON NATIONAL BANK
BY:_________________________________ BY:_________________________________
TITLE: TITLE:
BANK ONE, INDIANA, N. A. THE PROVIDENT BANK
BY:_________________________________ BY:_________________________________
TITLE: TITLE:
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ACKNOWLEDGMENT AND CONSENT
For the avoidance of doubt, and without limitation of the intent and
effect of sections 6 and 10 of the Amended and Restated Subsidiary Guaranty (as
such term is defined in the Credit Agreement referred to in the Amendment No. 13
to Amended and Restated Credit Agreement (the "AMENDMENT"), to which this
Acknowledgment and Consent is appended), each of the undersigned hereby
unconditionally and irrevocably (i) acknowledges receipt of a copy of the Credit
Agreement and the Amendment, (ii) consents to all of the terms and provisions of
the Credit Agreement as amended by the Amendment, and (iii) agrees to be bound
by the waivers contained therein.
Capitalized terms which are used herein without definition shall have
the respective meanings ascribed thereto in the Credit Agreement referred to
herein. This Acknowledgment and Consent is for the benefit of the Lenders and
the Administrative Agent, any other person who is a third party beneficiary of
the Subsidiary Guaranty, and their respective successors and assigns. No term or
provision of this Acknowledgment and Consent may be modified or otherwise
changed without the prior written consent of the Administrative Agent, given as
provided in the Credit Agreement. This Acknowledgment and Consent shall be
binding upon the successors and assigns of each of the undersigned. This
Acknowledgment and Consent may be executed by any of the undersigned in separate
counterparts, each of which shall be an original and all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, each of the undersigned has duly executed and
delivered this Acknowledgment and Consent as of the date of the Amendment
referred to herein.
Diversified Data Products, Inc. Electronic Image Systems, Inc.
Computer Showcase, Inc. Consolidated Media Systems, Inc.
▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. Technical Industries, Inc.
▇▇▇▇▇▇ Business Products Corporation C&G Marketing, Inc.
Central Audio Video, Inc. Fairview-AFX, Inc.
Audio-Visual Systems, Inc. Video Images, Inc.
Midwest Visual Equipment Co., Inc.
Westek Presentation Systems, Inc.
BY:_____________________________
▇▇▇ ▇▇▇▇▇▇▇, an officer
BY:_____________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, an officer
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EXHIBIT A
GENERAL REVOLVING NOTE
$_____________ Dayton,
Ohio
June ___, 2001
FOR VALUE RECEIVED, the undersigned MSCi, INC., a Maryland corporation
which is the successor by merger to Miami Computer Supply Corporation, an
Ohio
corporation (herein, together with its successors and assigns, the "BORROWER"),
hereby promises to pay to the order of ___________________________________ (the
"LENDER"), in lawful money of the United States of America in immediately
available funds, at the Payment Office (such capitalized term and certain other
capitalized terms used herein without definition shall gave the meanings
ascribed thereto in the Credit Agreement referred to below) of PNC Bank,
National Association (the "ADMINISTRATIVE AGENT"), on September 30, 2001, the
principal sum of _________________________________________________
($________________) or, if less, the then unpaid principal amount of all General
Revolving Loans made by the Lender to the Borrower pursuant to the Credit
Agreement which are evidenced by this Note.
The Borrower promises also to pay interest on the unpaid principal
amount of each General Revolving Loan made by the Lender to the Borrower and
evidenced hereby in like money at said office from the date hereof until paid at
the rates and at the times provided in section 2.7 of the Credit Agreement, in
Amendment No. 11 to Credit Agreement (as defined below) and in Amendment No. 12
to Credit Agreement (defined below).
This Note is one of the General Revolving Notes referred to in the
Amended and Restated Credit Agreement, dated as of December 1, 1998, as amended
by Amendment No. 1 thereto, dated as of March 31, 1999, Amendment No. 2 thereto,
dated as of April 19, 1999, Amendment No. 3 thereto, dated as of August 13,
1999, Amendment No. 4 thereto, dated as of August 31, 1999, Amendment No. 5
thereto, dated as of December 20, 1999, Amendment No. 6 thereto, dated as of
January 10, 2000, Amendment No. 7 thereto, dated as of February 4, 2000,
Amendment No. 8 thereto, dated as of April 30, 2000, Amendment No. 9 thereto,
dated May 31, 2000, Amendment No. 10 thereto, dated as of September 27, 2000,
Amendment No. 11 thereto ("AMENDMENT NO. 11 TO CREDIT AGREEMENT "), dated as of
December 8, 2000, Amendment No. 12 thereto ("AMENDMENT NO. 12 TO CREDIT
AGREEMENT"), dated as of March 30, 2001, and Amendment No. 13 thereto, dated as
of June ____, 2001, among the Borrower, the financial institutions from time to
time party thereto (including the Lender), National City Bank, as Documentation
Agent, and Administrative Agent (as from time to time in effect, the "CREDIT
AGREEMENT"), and is entitled to the benefits thereof and of the other Credit
Documents. As provided in the Credit Agreement, this Note is subject to
mandatory prepayment prior to September 30, 2001, in whole or in part. This Note
is a replacement of the Note dated as of March 30, 2001.
In any event the entire principal amount hereof and all accrued unpaid
interest shall be due and payable and shall be paid on September 30, 2001. The
Borrower has previously issued to the Lender a General Revolving Note in the
face amount of $___________________. This Note evidences any General Revolving
Loan made by the Lender, as contemplated by Amendment No. 11 to Credit Agreement
and by Amendment No. 12 to Credit Agreement, which utilizes the Lender's General
Revolving Commitment in excess of such amount.
In case an Event of Default shall occur and be continuing, the
principal of and accrued interest on this Note may be declared to be due and
payable in the manner and with the effect provided in the Credit Agreement.
The Borrower hereby waives presentment, demand, protest or notice of
any kind in connection with this Note. THIS NOTE SHALL BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF
OHIO.
MCSi, INC.
By: ____________________________________
Title:
2
LOANS AND PAYMENTS OF PRINCIPAL
AMOUNT
OF
DATE AMOUNT TYPE PRINCIPAL UNPAID
OF OF OF INTEREST PAID OR PRINCIPAL MADE
NOTATION LOAN LOAN PERIOD PREPAID BALANCE BY
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3
