MCSI INC
EXHIBIT 10.1
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<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>ex-10_1.txt
<DESCRIPTION>EXHIBIT 10.1
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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

                              ---------------------

                                 AMENDMENT NO. 1
                                   DATED AS OF
                                 MARCH 31, 1999
                                       TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
                                   DATED AS OF
                                DECEMBER 1, 1998

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                                 AMENDMENT NO. 1
                                       TO
                      AMENDED AND RESTATED CREDIT AGREEMENT

        THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT,
dated as of March 31, 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 (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 make certain changes in the terms and
provisions of the Credit Agreement, all as more fully set forth below.

        NOW, THEREFORE, the parties hereby agree as follows:

         1. AMENDMENT. Effective as of December 31, 1998, 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 in excess of $6,675,000, in the case
        of the fiscal year ended December 31, 1998, or 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.

         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

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        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 7, 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; and

               (c) the Administrative Agent shall have been notified by the
        Required 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.

        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.

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        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.

        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.

               [The balance of this page is intentionally blank.]


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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,

     INDIVIDUALLY AS A LENDER AND
     AS DOCUMENTATION AGENT

BY:_________________________________
           TITLE:

KEY CORPORATE CAPITAL INC.

BY:_________________________________
           TITLE:

NBD BANK, N. A.

BY:_________________________________
           TITLE:

STAR BANK, NATIONAL ASSOCIATION

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. 1
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.

        It is noted that Force 4 D.P. Supplies, Inc., NTI Data Products, Inc.
and Jack Kelly & Associates, Inc., which were Subsidiary Guarantors, have been
merged into the Borrower or other Subsidiary Guarantors and are no longer
Subsidiary Guarantors.

        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 A. Stanley, an officer

By:_____________________________
   Michael E. Peppel, an officer

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