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Exhibit 10.1
AMENDMENT XX. 0
XXXXXXXXX XX. 0, dated as of April 28, 2000, between MCM CAPITAL GROUP,
INC., a corporation duly organized and validly existing under the laws of the
State of Delaware (the "Company"); and ING (U.S.) CAPITAL LLC, a limited
liability company duly organized and validly existing under the laws of the
State of Delaware ("ING").
The Company and ING are parties to a Note Purchase Agreement dated as
of January 12, 2000 (as heretofore modified and supplemented and in effect on
the date hereof, the "Purchase Agreement"), providing, subject to the terms and
conditions thereof, for the purchase by ING of $10,000,000 principal amount of
12.0% Series No. 1 Senior Notes due January 15, 2007. The Company and ING wish
to amend the Purchase Agreement in certain respects and, accordingly, the
parties hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this Amendment
No. 1, terms defined in the Purchase Agreement are used herein as defined
therein.
Section 2. Amendments. Subject to the satisfaction of the conditions
precedent specified in Section 4 below, but effective as of the date hereof, the
Purchase Agreement shall be amended as follows:
2.01. Section 1.1 of the Purchase Agreement shall each be
amended by adding the following new definitions and inserting the same
in the appropriate alphabetical locations:
"EMC Bond Liens" shall mean Liens securing
obligations of the Company and/or Midland to EMC Insurance
Companies in respect of collection agency bonds (but only so
long as such obligations do not constitute Indebtedness).
"Vision Leasing Sale Lease-back" shall mean a sale
lease-back transaction between the Company (or Midland), as
lessee, and Vision Leasing, L.L.C., as lessor, relating to
computer equipment acquired by the Company (or Midland) in
January 2000 for an original purchase price equal to $607,000.
2.02. Clause (c) of the definition of "Permitted Liens" in
Section 1.1 of the Purchase Agreement shall be amended by adding the
following at the end thereof (immediately prior to the semi-colon):
", including (without limitation) EMC Bond Liens;"
2.03. Section 6.2.2(g) of the Purchase Agreement
(Indebtedness) shall be amended by adding at the end thereof
(immediately prior to the semi-colon):
", and (iii) arising under the Vision Leasing Sale Lease-
back;"
2.04. Section 6.2.12 of the Purchase Agreement (Asset
Dispositions, Etc.) shall be amended by replacing the period at the end
thereof with "; or" and by adding the following new clause (d):
"(d) such sale is the sale contemplated by the Vision
Leasing Sale Lease-back."
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Section 4. Representations and Warranties. The Company represents and
warrants to ING that (a) the representations and warranties set forth in Article
V of the Purchase Agreement are true and complete on the date hereof as if made
on and as of the date hereof and as if each reference in said Article V to "this
Agreement" included reference to this Amendment No. 1, and (b) as of the date
hereof, and after giving effect to this Amendment No. 1, no Default shall be
continuing.
Section 5. Conditions Precedent. As provided in Section 2 above, the
amendments to the Purchase Agreement set forth in said Section 2 shall become
effective, as of the date hereof, upon the execution and delivery of this
Amendment No. 1 by the Company and by ING.
Section 6. Miscellaneous. Except as herein provided, the Purchase
Agreement shall remain unchanged and in full force and effect. This Amendment
No. 1 may be executed in any number of counterparts, all of which taken together
shall constitute one and the same amendatory instrument and any of the parties
hereto may execute this Amendment No. 1 by signing any such counterpart. This
Amendment No. 1 shall be governed by, and construed in accordance with, the law
of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be duly executed and delivered as of the day and year first above written.
MCM CAPITAL GROUP, INC.
By /s/ X. Xxxxxx Xxxxxxx
X. Xxxxxx Xxxxxxx
Treasurer
ING (U.S.) CAPITAL LLC
By /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
Director
