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MIAMI COMPUTER SUPPLY CORPORATION
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. 8
DATED AS OF
APRIL 30, 2000
TO
AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF
DECEMBER 1, 1998
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AMENDMENT NO. 8
TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDMENT NO. 8 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as
of April 30, 2000 ("THIS AMENDMENT"), among:
(i) 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, and Amendment No. 7
thereto, dated as of February 4, 2000 (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. 7 to Amended and Restated Credit
Agreement, dated as of February 4, 2000 ("AMENDMENT NO. 7"), 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 $175,000,000, 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 "BRIDGE LOANS").
(3) The parties hereto desire to extend the maturity of the Bridge Loans
and such temporary increase in the Total General Revolving Commitment from April
30, 2000 to May 31, 2000, to increase the interest rate margins applicable to
the Bridge Loans, and otherwise to amend certain provisions of the Credit
Agreement, all as more fully set forth below.
NOW, THEREFORE, the parties hereby agree as follows:
1. AMENDMENTS, ETC.
1.1. EXTENSION OF TEMPORARY INCREASE IN TOTAL GENERAL REVOLVING
COMMITMENT, ETC. Effective on and after May 1, 2000, section 1.1 of Amendment
No. 7 is superceded by the following:
(a) Effective only during the period from February 4, 2000 through May
31, 2000, the Total General Revolving Commitment shall be increased from
$160,000,000 to $175,000,000, and the General Revolving Commitments of the
Lenders set forth in Annex I to the Credit Agreement shall be amended to reflect
the following:
<TABLE>
<CAPTION>
LENDER GENERAL REVOLVING COMMITMENT
------------------------------------ ------------------------------
<S> <C>
PNC Bank, National Association $27,343,750
National City Bank $27,343,750
</TABLE>
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<TABLE>
<S> <C>
Key Corporate Capital Inc. $27,343,750
Bank One, Indiana, N. A. $27,343,750
Firstar Bank, N. A. $27,343,750
The Huntington National Bank $27,343,750
The Provident Bank $10,937,500
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TOTAL $175,000,000
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</TABLE>
(b) For the avoidance of doubt, it is noted that the Borrower has the
right to make permanent reductions in the amount of the Total General Revolving
Commitment in accordance with the provisions of section 4.2(c) of the Credit
Agreement. If as of 5:00 P. M. (local time at the Notice Office of the
Administrative Agent) on May 31, 2000, the Total General Revolving Commitment
shall not previously have been permanently reduced to $160,000,000 or less by a
voluntary and permanent reduction made in accordance with the provisions of
section 4.2(c) of the Credit Agreement, THEN effective as of such time the Total
General Revolving Commitment shall be automatically and permanently reduced from
$175,000,000 to $160,000,000, and Annex I to the Credit Agreement shall be
amended to reflect the reduced General Revolving Commitments of the Lenders as
follows:
<TABLE>
<CAPTION>
LENDER GENERAL REVOLVING COMMITMENT
---------------------------------- ------------------------------
<S> <C>
PNC Bank, National Association $25,000,000
National City Bank $25,000,000
Key Corporate Capital Inc. $25,000,000
Bank One, Indiana, N. A. $25,000,000
Firstar Bank, N. A. $25,000,000
The Huntington National Bank $25,000,000
The Provident Bank $10,000,000
-----------------
TOTAL $160,000,000
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</TABLE>
(c) To the extent that General Revolving Loans outstanding under the
Credit Agreement reflect a usage of the temporary increase in the Total General
Revolving Commitment from $160,000,000 to $175,000,000 effected by this
Amendment (General Revolving Loans reflecting such usage are referred to herein
as "BRIDGE LOANS"), THEN notwithstanding anything to the contrary contained in
the Credit Agreement, (i) the Applicable Prime Rate Margin for Bridge Loans
which are Prime Rate Loans shall be 200 basis points for any period ending April
30, 2000 or prior thereto, and 250 basis points for any period thereafter, and
(ii) the Applicable Eurodollar Margin for Bridge Loans which are Eurodollar
Loans shall be 400 basis points for any period (or portion of a period) ending
April 30, 2000 or prior thereto, and 450 basis points for any period (or portion
of a period) thereafter.
(d) The only Interest Period which shall be available for a Bridge Loan
which is a Eurodollar Loan is an Interest Period of one month, subject to
Continuation for additional Interest Periods as provided in section 2.8 of the
Credit Agreement. No Interest Period for a Bridge Loan which is a Eurodollar
Loan may be selected which would end after May 31, 2000.
1.2. AMENDMENT OF BRIDGE NOTES. The General Revolving Notes previously
issued to the Lenders evidencing the Bridge Loans are hereby amended to (i)
change the maturity date specified therein from April 30, 2000 to May 31, 2000,
and (ii) change references therein to "Amendment No. 7 to Credit Agreement" to
include the amendments provided for in this Amendment. Each Lender agrees to
firmly attach a notation to such effect to its General Revolving Note evidencing
its Bridge Loans prior to any transfer thereof.
1.3. EFFECT OF SPECIFIC ASSET SALE. Section 4.3(c) of the Credit
Agreement is amended by adding the following at the end thereof:
Notwithstanding the foregoing provisions of this section 4.3(c), in the
event the Borrower completes an Asset Sale involving the Azerty Division
of Axidata (1998) Inc. on or before June 30, 2000 in accordance with the
applicable provisions of sections 9.2(d) and 5.2(d) of this Agreement,
there shall be no permanent reduction in the Total General Revolving
Commitment below $160,000,000 by reason of such provisions of this
section 4.3(c).
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1.4. CONSOLIDATED CAPITAL EXPENDITURES. With retroactive effect to
December 31, 1999, section 9.9 of the Credit Agreement is amended to read in its
entirety as follows:
9.9. CAPITAL EXPENDITURES. The Borrower will not, and will not
permit any of its Subsidiaries to, make or incur Consolidated Capital
Expenditures during any fiscal year (i) in excess of $10,500,000, in the
case of the fiscal year ended December 31, 1999, (ii) in excess of
$7,000,000, in the case of the fiscal year ended December 31, 2000, or
(iii) in excess of $5,000,000, in the case of any subsequent fiscal
year. In the event actual Consolidated Capital Expenditures for any
fiscal year are less than such amount, the excess amount may not be
carried over to any subsequent period.
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 audited
condensed consolidated balance sheet of the Borrower and its consolidated
subsidiaries as of December 31, 1999, and the related audited condensed
consolidated statements of income and of cash flows of the Borrower and its
consolidated subsidiaries for the fiscal year then ended, as contained in the
Form 10-K Annual Report of the Borrower which was 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.
3. EFFECTIVENESS.
This Amendment shall become effective on a date (the "EFFECTIVE DATE"),
on or before May 1, 2000, if the following conditions are satisfied on or before
the Effective Date: (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; and (c) the Administrative Agent shall have been notified
by all of the Lenders that such Lenders have executed this Amendment (which
notification may be by facsimile or other written confirmation of such
execution). 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.
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. COUNTERPARTS. This Amendment may be executed by the parties hereto
separately in one or more counterparts, 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.
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IN WITNESS WHEREOF, this Amendment has been duly executed and delivered
as of the date first above written.
MIAMI COMPUTER SUPPLY CORPORATION PNC BANK, NATIONAL ASSOCIATION,
INDIVIDUALLY AS A LENDER, A LETTER
OF CREDIT ISSUER, THE SWING LINE
LENDER AND AS ADMINISTRATIVE AGENT
BY:_________________________________
TITLE:
By:_________________________________
Vice President
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. 8
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, and (ii) consents to all of the terms and
provisions of the Credit Agreement as amended by the Amendment.
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.
By:_____________________________ By:____________________________
Michael E. Peppel, an officer Ira Stanley, an officer
