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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. 5
DATED AS OF
DECEMBER 20, 1999
TO
AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF
DECEMBER 1, 1998
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AMENDMENT NO. 5
TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDMENT NO. 5 TO AMENDED AND RESTATED CREDIT AGREEMENT,
dated as of December 20, 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
(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, and Amendment No. 4 thereto, dated as of
August 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 amend certain of the 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. CONSOLIDATED CAPITAL EXPENDITURES. Effective on
and as of the Effective Date of this Amendment provided for in section 3 hereof,
but with retroactive effect to January 1, 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 $9,000,000, 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.
1.2. CONSENT TO ACQUISITION. As contemplated by the definition of the
term "Permitted Acquisition" contained in section 1.1 of the Credit Agreement,
the Lenders hereby consent to the
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Acquisition by the Borrower of Video Images, Inc., on the terms generally
described in the descriptive materials previously furnished to the Lenders by
the Borrower.
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.
(e) 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 September 30, 1999, 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.
3. EFFECTIVENESS. This Amendment shall become effective on a date (the
"EFFECTIVE DATE"), on or before December 31, 1999, 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;
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(c) the Administrative Agent shall have been notified by the
RequiredLenders that such Lenders have executed this Amendment (which
notification may be by facsimile or other written confirmation of such
execution); and
(d) the Borrower shall have paid to the Administrative Agent in
immediately available funds, an amendment fee of $2,000 for each Lender,
which amendment fee shall be promptly paid by the Administrative Agent
to the Lenders.
Subject to satisfaction of the foregoing conditions, the Administrative Agent
shall notify the Borrower and each Lender in writing of the effectiveness
hereof.
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.
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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 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, 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.
BY:_________________________________
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. 5
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
