<PAGE>
================================================================================
================================================================================
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
---------------------
AMENDMENT NO. 2
DATED AS OF
APRIL 19, 1999
TO
AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF
DECEMBER 1, 1998
---------------------
================================================================================
================================================================================
<PAGE>
AMENDMENT NO. 2
TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT,
dated as of April 19, 1999 ("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
(III) 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 (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) The parties hereto desire to increase the Total General Revolving
Commitment from $125,000,000 to $140,000,000 for a temporary period commencing
on April 26, 1999 and ending August 31, 1999, all as more fully set forth below.
NOW, THEREFORE, the parties hereby agree as follows:
1. AMENDMENT. Effective only during the period from April 26, 1999
through August 31, 1999, 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 $28,000,000
National City Bank $28,000,000
Key Corporate Capital, Inc. $28,000,000
NBD Bank, N. A. $28,000,000
Firstar Bank, N. A. (successor
to Star Bank, National Association) $28,000,000
</TABLE>
<PAGE>
2. REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants
to the Lenders and the Administrative Agent as follows:
(a) 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.
(b) 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.
(c) 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.
(d) COMPLIANCE. The Borrower is in full compliance with all
covenants and agreements contained in the Credit Agreement, as amended
hereby.
3. EFFECTIVENESS. This Amendment shall become effective on and as of a
date, on or before April 30, 1998 if the following conditions are satisfied:
(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 Borrower shall have (i) executed and delivered to the
Administrative Agent, for delivery to the respective Lenders, additional
General Revolving Notes reflecting the additional General Revolving
Commitments of the Lenders established by this Amendment, such
additional General Revolving Notes being substantially in the forms
furnished by the Administrative Agent to the Borrower contemporaneously
herewith, (ii) delivered to the Administrative Agent, for the account of
the Lenders, certified resolutions of the Board of Directors of the
Borrower, approving the temporary increase in the Total Commitment to be
provided by this Amendment; and
(d) 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).
The Administrative Agent shall notify the Borrower and each Lender in writing
of the effectiveness hereof.
2
<PAGE>
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.
3
<PAGE>
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.
4
<PAGE>
IN WITNESS WHEREOF, this Amendment has been duly executed and delivered
as of the date first above written.
MIAMI COMPUTER SUPPLY PNC BANK, NATIONAL ASSOCIATION,
CORPORATION 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,
INDIVIDUALLY AS A LENDER AND
AS DOCUMENTATION AGENT
BY:_________________________________
TITLE:
KEY CORPORATE CAPITAL INC.
BY:_________________________________
TITLE:
NBD BANK, N. A.
BY:_________________________________
TITLE:
FIRSTSTAR BANK, N. A. (SUCCESSOR TO STAR
BANK, NATIONAL ASSOCIATION)
BY:_________________________________
TITLE:
5
<PAGE>
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. 2
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.
Britco, Inc. Consolidated Media Systems, Inc.
Minnesota Western, Inc.
Computer Showcase, Inc.
TBS Printware Corporation By:_____________________________
Ira Stanley, an officer
By:_____________________________
Michael E. Peppel, an officer
<PAGE>
GENERAL REVOLVING NOTE
$3,000,000 Dayton, Ohio
April 26, 1999
FOR VALUE RECEIVED, the undersigned MIAMI COMPUTER SUPPLY CORPORATION,
an Ohio corporation (herein, together with its successors and assigns, the
"BORROWER"), hereby promises to pay to the order of PNC BANK, NATIONAL
ASSOCIATION (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 August 31, 1999, the
principal sum of THREE MILLION DOLLARS ($3,000,000) 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.
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, and Amendment No. 2
thereto, dated as of April 19, 1999, among the Borrower, the financial
institutions from time to time party thereto (including the Lender), National
City Bank, as Documentation Agent, and PNC Bank, National Association, as
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 the Maturity Date, in whole or in part.
In any event the entire principal amount hereof and all accrued unpaid
interest shall be due and payable and shall be paid on August 31, 1999. The
Borrower has previously issued to the Lender a General Revolving Note in the
face amount of $25,000,000. This Note evidences any General Revolving Loan made
by the Lender 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.
MIAMI COMPUTER SUPPLY CORPORATION
By: _________________________________
Title:
<PAGE>
LOANS AND PAYMENTS OF PRINCIPAL
<TABLE>
<CAPTION>
AMOUNT
OF
DATE AMOUNT TYPE PRINCIPAL UNPAID
OF OF OF INTEREST PAID OR PRINCIPAL MADE
NOTATION LOAN LOAN PERIOD PREPAID BALANCE BY
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
GENERAL REVOLVING NOTE
$3,000,000 Dayton, Ohio
April 26, 1999
FOR VALUE RECEIVED, the undersigned MIAMI COMPUTER SUPPLY CORPORATION,
an Ohio corporation (herein, together with its successors and assigns, the
"BORROWER"), hereby promises to pay to the order of NATIONAL CITY BANK (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 August 31, 1999, the
principal sum of THREE MILLION DOLLARS ($3,000,000) 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.
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, and Amendment No. 2
thereto, dated as of April 19, 1999, among the Borrower, the financial
institutions from time to time party thereto (including the Lender), National
City Bank, as Documentation Agent, and PNC Bank, National Association, as
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 the Maturity Date, in whole or in part.
In any event the entire principal amount hereof and all accrued unpaid
interest shall be due and payable and shall be paid on August 31, 1999. The
Borrower has previously issued to the Lender a General Revolving Note in the
face amount of $25,000,000. This Note evidences any General Revolving Loan made
by the Lender 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.
MIAMI COMPUTER SUPPLY CORPORATION
By: __________________________________
Title:
<PAGE>
LOANS AND PAYMENTS OF PRINCIPAL
<TABLE>
<CAPTION>
AMOUNT
OF
DATE AMOUNT TYPE PRINCIPAL UNPAID
OF OF OF INTEREST PAID OR PRINCIPAL MADE
NOTATION LOAN LOAN PERIOD PREPAID BALANCE BY
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
GENERAL REVOLVING NOTE
$3,000,000 Dayton, Ohio
April 26, 1999
FOR VALUE RECEIVED, the undersigned MIAMI COMPUTER SUPPLY CORPORATION,
an Ohio corporation (herein, together with its successors and assigns, the
"BORROWER"), hereby promises to pay to the order of KEY CORPORATE CAPITAL, INC.
(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 August 31, 1999, the
principal sum of THREE MILLION DOLLARS ($3,000,000) 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.
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, and Amendment No. 2
thereto, dated as of April 19, 1999, among the Borrower, the financial
institutions from time to time party thereto (including the Lender), National
City Bank, as Documentation Agent, and PNC Bank, National Association, as
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 the Maturity Date, in whole or in part.
In any event the entire principal amount hereof and all accrued unpaid
interest shall be due and payable and shall be paid on August 31, 1999. The
Borrower has previously issued to the Lender a General Revolving Note in the
face amount of $25,000,000. This Note evidences any General Revolving Loan made
by the Lender 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.
MIAMI COMPUTER SUPPLY CORPORATION
By: _______________________________
Title:
<PAGE>
LOANS AND PAYMENTS OF PRINCIPAL
<TABLE>
<CAPTION>
AMOUNT
OF
DATE AMOUNT TYPE PRINCIPAL UNPAID
OF OF OF INTEREST PAID OR PRINCIPAL MADE
NOTATION LOAN LOAN PERIOD PREPAID BALANCE BY
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
GENERAL REVOLVING NOTE
$3,000,000 Dayton, Ohio
April 26, 1999
FOR VALUE RECEIVED, the undersigned MIAMI COMPUTER SUPPLY CORPORATION,
an Ohio corporation (herein, together with its successors and assigns, the
"BORROWER"), hereby promises to pay to the order of NBD BANK, N. A. (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 August 31, 1999, the
principal sum of THREE MILLION DOLLARS ($3,000,000) 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.
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, and Amendment No. 2
thereto, dated as of April 19, 1999, among the Borrower, the financial
institutions from time to time party thereto (including the Lender), National
City Bank, as Documentation Agent, and PNC Bank, National Association, as
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 the Maturity Date, in whole or in part.
In any event the entire principal amount hereof and all accrued unpaid
interest shall be due and payable and shall be paid on August 31, 1999. The
Borrower has previously issued to the Lender a General Revolving Note in the
face amount of $25,000,000. This Note evidences any General Revolving Loan made
by the Lender 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.
MIAMI COMPUTER SUPPLY CORPORATION
By: ________________________________
Title:
<PAGE>
LOANS AND PAYMENTS OF PRINCIPAL
<TABLE>
<CAPTION>
AMOUNT
OF
DATE AMOUNT TYPE PRINCIPAL UNPAID
OF OF OF INTEREST PAID OR PRINCIPAL MADE
NOTATION LOAN LOAN PERIOD PREPAID BALANCE BY
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
GENERAL REVOLVING NOTE
$3,000,000 Dayton, Ohio
April 26, 1999
FOR VALUE RECEIVED, the undersigned MIAMI COMPUTER SUPPLY CORPORATION,
an Ohio corporation (herein, together with its successors and assigns, the
"BORROWER"), hereby promises to pay to the order of FIRSTAR BANK, N. A.
(SUCCESSOR TO STAR BANK, NATIONAL ASSOCIATION) (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 August 31, 1999, the principal sum of THREE MILLION
DOLLARS ($3,000,000) 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.
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, and Amendment No. 2
thereto, dated as of April 19, 1999, among the Borrower, the financial
institutions from time to time party thereto (including the Lender), National
City Bank, as Documentation Agent, and PNC Bank, National Association, as
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 the Maturity Date, in whole or in part.
In any event the entire principal amount hereof and all accrued unpaid
interest shall be due and payable and shall be paid on August 31, 1999. The
Borrower has previously issued to the Lender a General Revolving Note in the
face amount of $25,000,000. This Note evidences any General Revolving Loan made
by the Lender 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.
MIAMI COMPUTER SUPPLY CORPORATION
By: _________________________________
Title:
<PAGE>
LOANS AND PAYMENTS OF PRINCIPAL
<TABLE>
<CAPTION>
AMOUNT
OF
DATE AMOUNT TYPE PRINCIPAL UNPAID
OF OF OF INTEREST PAID OR PRINCIPAL MADE
NOTATION LOAN LOAN PERIOD PREPAID BALANCE BY
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
</TABLE>
