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EXHIBIT 5.2
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
This Amendment is made as of March 12, 1997 ("Amendment") to supplement and
amend that certain Loan and Security Agreement dated as of January 31, 1997and
all documents related thereto (collectively, the "Loan Agreement") between
XXXXXX FINANCIAL, INC., a Delaware corporation ("Lender") and MLC GROUP, INC.,
a Virginia corporation, having its principal place of business at 00000 Xxxxxx
Xxxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 20190("Borrower"). Any capitalized
terms used herein and which are defined in the Loan Agreement shall have the
meaning set forth in the Loan Agreement. Where a textual passage is amended in
part only, new language may be shown double underlined, deleted language may be
shown in strikeout, and ... (an ellipsis) may be used for language that is
unmodified. SUCH DOUBLE UNDERLINING, STRIKE OUT AND ELLIPSES AS USED HEREIN
ARE FOR CONVENIENCE ONLY TO ILLUSTRATE CHANGES FROM THE LOAN AGREEMENT, AND ARE
NOT PART OF THE LOAN AGREEMENT AS AMENDED.
WHEREAS, the parties wish to clarify and amend certain provisions of the Loan
Agreement pertaining to the description of the Term Facility;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Section 2.1 of the Loan Agreement shall be amended to read as
follows:
2.1 THE TERM FACILITY: The Facility is one or more limited
recourse Advances made by Lender from time to time at its sole
discretion to fund Eligible Contracts, subject to the provisions of
Article II and Section 4.2. Notwithstanding anything contained herein to
the contrary, the maximum amount outstanding under the Facility at any
one time shall not exceed Five Million Dollars
($5,000,000.00) Ten Million
Dollars ($10,000,000.00) . Borrower shall be
entitled to reborrow any portion of the Facility which is repaid or
prepaid.
2. SURVIVAL OF ORIGINAL AGREEMENT. Except as amended hereby, the
Loan Agreement shall remain in full force and effect, and Borrower shall
continue to be subject to the security interests and liens granted thereunder.
3. SUCCESSORS AND ASSIGNS. The terms hereof shall inure to the benefit of
and be binding upon the parties hereto and their respective heirs, legal
representatives, successors and assigns.
4. COUNTERPARTS. This Amendment shall not be effective unless and until it
has been executed by both parties hereto. This Amendment may be executed in
multiple counterparts, and signatures by facsimile shall be deemed acceptable.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and
year first written above.
MLC GROUP, INC. XXXXXX FINANCIAL, INC.
By: By:
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Title: Title:
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Attest:
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