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Exhibit 10.26
[CORESTATES LOGO]
AMENDMENT NO. 1
TO
CREDIT AGREEMENT
Amendment No. 1, dated September 5, 1997, (the "AMENDMENT") to
Credit Agreement, dated June 5, 1997, (the "AGREEMENT") by and between MLC
GROUP, INC., a Virginia corporation ("MLC") and CORE-STATES BANK, N.A., a
national banking association ("CORE-STATES BANK," "CORE-STATES" or the "BANK").
All capitalized terms used herein and not otherwise defined shall have the
respective meanings ascribed to them in the Agreement.
PRELIMINARY STATEMENT
WHEREAS, MLC has requested that CoreStates Bank increase the
Loan Commitment from $15,000,000 to $25,000,000 and increase the amount of
Investment Grade Paper which may qualify as Eligible Leases from $10,000,000 to
$15,000,000.
WHEREAS, CoreStates Bank is willing to agree to such request
on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and promises
hereinafter set forth and intending to be legally bound hereby, the parties
hereto agree as follows:
1. SECTION 1.1 OF THE AGREEMENT. The dollar amount of the
limitation with respect to Investment Grade Credits set forth in clause (i) of
the second sentence of the definition of "Eligible Lease" in Section 1.1 of the
Agreement as "10,000,000" is hereby deleted and it shall be and is hereby
replaced by the dollar amount of $15,000,000."
2. SECTION 2.1 OF THE AGREEMENT. The dollar amount of the
Loan Commitment set forth in Section 2.1 of the Agreement as "$15,000,000" is
hereby deleted and it shall be and is hereby replaced by the dollar amount of
"$25,000,000".
3. SECTION 2.2 OF THE AGREEMENT. The dollar amount set
forth in the first paragraph of Section 2.2 of the Agreement as "FIFTEEN
MILLION DOLLARS ($15,000,000)" is hereby deleted and shall be and it is hereby
replaced by the dollar amount of "TWENTY FIVE MILLION DOLLARS ($25,000,000)."
4. EXHIBIT A TO THE CREDIT AGREEMENT. Exhibit A to the
Agreement shall be and is hereby amended and restated in its entirety to be as
set forth in Exhibit A attached hereto. Upon delivery of the $25,000,000 Note,
dated September 5, 1997, to the Bank, the Bank shall xxxx the $15,000,000 Note,
dated June 5, 1997, "canceled and replaced by $25,000,000 Note, dated September
5, 1997."
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5. REPRESENTATIONS AND WARRANTIES. MLC hereby restates the
representations and warranties made in the Agreement, including but not limited
to Article 3 thereof, on and as of the date hereof as if originally given on
this date.
6. COVENANTS. MLC hereby represents and warrants that it is
in compliance and has complied with each and every covenant set forth in the
Agreement, including but not limited to Articles 5 and 6 thereof, on and as of
the date hereof.
7. CORPORATION AUTHORIZATION AND DELIVERY OF DOCUMENTS.
CoreStates shall have received copies, certified as of the date hereof, of all
action taken by MLC and any other necessary Person to authorize this Amendment
and such other papers as CoreStates shall require.
8. AFFIRMATION. MLC hereby affirms its absolute and
unconditional promise to pay to CoreStates Bank the Loans and all other amounts
due under the Agreement and any other Loan Document on the maturity date(s)
provided in the Agreement or any other Loan Document, as such documents may be
amended hereby.
9. EFFECT OF AMENDMENT. This Amendment amends the Agreement
only to the extent and in the manner herein set forth, and in all other
respects the Agreement is ratified and confirmed.
10. COUNTERPARTS. This Amendment may be signed in any number
of counterparts, each of which shall be an original, with the same effect as if
the signatures hereto were upon the same instrument.
IN WITNESS WHEREOF, the parties hereto have each caused this
Amendment to be duly executed by their duly authorized representatives as of
the date first above written.
MLC GROUP, INC.
By
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Name: Xxxxxxx X. Xxxxxx
Title: Chairman, CEO, and President
CORESTATES BANK, N.A.
By
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Xxxxxxx X. Xxxxxx
Vice President
ACKNOWLEDGED AND AGREED AS GUARANTOR:
MLC HOLDINGS, INC.
By
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Name: Xxxxxxx X. Xxxxxx
Title: Chairman, CEO, and President
