EXHIBIT 10.44
FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT
Dated as of June 14, 2002
AMONG
CITIZENS BANK OF MASSACHUSETTS
(AS LENDER AND AS AGENT)
AND
THE FINANCIAL INSTITUTIONS PARTY HERETO
FROM TIME TO TIME
(AS LENDERS)
WITH
PC CONNECTION, INC.
(AS BORROWER)
AND
COMTEQ FEDERAL OF NEW HAMPSHIRE, INC.
GOVCONNECTION, INC.
MERRIMACK SERVICES CORPORATION
PC CONNECTION SALES CORPORATION
PC CONNECTION SALES OF MASSACHUSETTS, INC.
MOREDIRECT, INC.
(AS GUARANTORS)
FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT is entered into as of June 14, 2002 by and among PC CONNECTION, INC., a Delaware corporation (the “Borrower”), as borrower, COMTEQ FEDERAL OF NEW HAMPSHIRE, INC., a Delaware corporation, GOVCONNECTION, INC., a Maryland corporation, MERRIMACK SERVICES CORPORATION, a Delaware corporation, PC CONNECTION SALES CORPORATION, a Delaware corporation, PC CONNECTION SALES OF MASSACHUSETTS, INC., a Delaware corporation and MOREDIRECT, INC., a Florida corporation (together, the “Guarantors” and each, a “Guarantor”), as guarantors, CITIZENS BANK OF MASSACHUSETTS (the “Agent”), as agent and the lenders’ party thereto (the “Lenders”), as lenders.
Recitals
The Borrower, the Lenders, the Guarantors and the Agent are parties to an Amended and Restated Credit and Security Agreement dated as of May 31, 2002, as amended (the “Loan Agreement”). The Borrower, the Lenders, the Guarantors and the Agent desire to amend the Loan Agreement as set forth below. All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Loan Agreement.
NOW, THEREFORE, the Borrower, the Lenders, the Guarantors and the Agent hereby amend the Loan Agreement as follows:
Section 1.Revolving Advances. Section 2.1 of the Loan Agreement is hereby amended as follows:
(a) The period at the end of Section 2.1(a)(y)(iv) is deleted and replaced by “, minus” and the following Section 2.1(a)(y)(v) is added at the end thereof:
“(v) $20,000,000.”
(b) The reference to “Sections 2.1(a)(y)(iii) and (iv)” in the last paragraph of Section 2.1(a) is deleted and replaced with the following:
“Sections 2.1(a)(y)(iii), (iv) and (v)”
Section 2.SunTrust Deposit Account. Section 7.4 of the Loan Agreement is hereby amended by deleting the “and” before subparagraph (g) and replacing it with “,” and deleting the period at the end thereof and adding the following:
“and (h) deposits in a security account with SunTrust Bank not to exceed $350,000 at any time.”
Section 3.More Direct Payments. Section 7.17 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:
“7.17MoreDirect Payments. Make any payments pursuant to Sections 1.7(b) and (c) or Article VI of the MoreDirect Merger Agreement (other than payments made pursuant to that certain Escrow Agreement dated as of April 5, 2002 executed in connection with the MoreDirect Merger Agreement) unless no Event of Default shall have occurred and be continuing. Notwithstanding any other provision in this Agreement or any Other Document to the contrary, payments pursuant to Section 1.7(a) of the MoreDirect Merger Agreement may be made irrespective of whether or not an Event of Default shall have occurred and be continuing.”
Section 4.Assignment to Federal Reserve. Section 15 of the Loan Agreement is hereby amended by adding the following Section 15.18 at the end thereof:
“15.18Assignment to Federal Reserve. Any Lender may at any time pledge or assign all or any portion of its rights under the Loan Agreement including any portion of any Note to any of the twelve (12) Federal Reserve Banks organized under section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment or enforcement thereof shall release such Lender from its obligations under the Loan Agreement or any Other Document.”
[END OF TEXT]
IN WITNESS WHEREOF, the Borrower, the Lenders, the Guarantors and the Agent have caused this First Amendment to Amended and Restated Credit and Security Agreement to be executed by their duly authorized officers as of the date first set forth above.
PC CONNECTION, INC., as Borrower | ||
By: | /s/ Mark Gavin | |
Name: | Mark Gavin | |
Title: | CFO | |
| COMTEQ FEDERAL OF NEW HAMPSHIRE, INC., as Guarantor | ||
By: | /s/ Gary Sorkin | |
Name: | Gary Sorkin | |
Title: | Treasurer | |
GOVCONNECTION, INC., as Guarantor | ||
By: | /s/ Gary Sorkin | |
Name: | Gary Sorkin | |
Title: | President | |
MERRIMACK SERVICES CORPORATION, as Guarantor | ||
By: | /s/ Mark Gavin | |
Name: | Mark Gavin | |
Title: | CFO | |
PC CONNECTION SALES CORPORATION, as Guarantor | ||
By: | /s/ Robert Wilkins | |
Name: | Robert Wilkins | |
Title: | Treasurer | |
PC CONNECTION SALES OF MASSACHUSETTS, INC., as Guarantor | ||
By: | /s/ Robert Wilkins | |
Name: | Robert Wilkins | |
Title: | Treasurer | |
MOREDIRECT, INC., as Guarantor | ||
By: | /s/ Russell Madris | |
Name: | Russell Madris | |
Title: | CEO | |
| CITIZENS BANK OF MASSACHUSETTS, as Lender and as Agent | ||
By: | /s/ Michael S. St. Jean | |
Name: | Michael S. St. Jean | |
Title: | Vice President | |
28 State Street | ||
13th Floor | ||
Boston, Massachusetts 02109 | ||
FLEET NATIONAL BANK | ||
By: | /s/ Christine M Madden | |
Name: | Christine M Madden | |
Title: | Assistant Vice President | |
1155 Elm Street | ||
Manchester, NH 03101 | ||