Exhibit 10.49
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THIRD AMENDMENT TO
AMENDED AND RESTATED LOAN AGREEMENT
Dated as of August 22, 2001
Among
PC CONNECTION, INC.,
the Borrower
and
CITIZENS BANK OF MASSACHUSETTS,
as Agent
and
THE LENDERS PARTIES HERETO
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THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
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This THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT is entered into
as of August 22, 2001 by and among PC CONNECTION, INC., a Delaware corporation
(the "Borrower"), CITIZENS BANK OF MASSACHUSETTS, CITIZENS BANK NEW HAMPSHIRE,
and FLEET NATIONAL BANK (successor by merger to Fleet Bank - NH) (together, the
"Lenders" and each, a "Lender") and CITIZENS BANK OF MASSACHUSETTS as Agent (the
"Agent").
Recitals
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The Borrower, the Lenders and the Agent are parties to an Amended and
Restated Loan Agreement dated as of February 25, 2000, as amended (the "Loan
Agreement"). The Borrower, the Lenders 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, subject to the satisfaction of the conditions to
effectiveness specified in Article 3, the Borrower, the Lenders and the Agent
hereby amend the Loan Agreement as follows:
Section 1. Minimum Consolidated Net Income. Section 7.2 of the Loan
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Agreement is hereby deleted in its entirety and replaced as follows:
Section 7.2. Minimum Consolidated Net Income. As of each date indicated
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below, for the twelve months ending on that date, the Borrower and its
Subsidiaries shall maintain the Consolidated Net Income indicated:
Date Minimum Net Income
---- ------------------
June 30, 2001 $19,000,000
September 30, 2001 $ 7,000,000
December 31, 2001 $ 5,000,000
March 31, 2002 $ 5,000,000
Thereafter $ 5,000,000
Section 2. Miscellaneous.
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(a) The Borrower agrees that each of the Loan Documents shall
remain in full force and effect after giving effect to this
Third Amendment.
(b) This Third Amendment represents the entire agreement among the
parties hereto relating to this Third Amendment, and supersedes
all prior understandings and agreements among the parties
relating to the subject matter of this Third Amendment.
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(c) The Borrower agrees to pay to the Agent at the time of execution
of this Third Agreement an amendment fee in the amount of
$35,000, to be distributed by the Agent to the Lenders pro rata
according to each Lender's Commitment Percentage.
(d) The Borrower agrees to pay on demand all of the Agent's
reasonable expenses in preparing, executing and delivering this
Third Amendment, and all related instruments and documents,
including, without limitation, the reasonable fees and
out-of-pocket expenses of the Agent's special counsel.
(e) The Borrower hereby confirms to the Agent that the
representations and warranties of the Borrower set forth in
Article 5 of the Loan Agreement (as amended and supplemented
hereby) are true and correct as of the date hereof, as if set
forth herein in full.
(f) The Borrower has reviewed the provisions of this Third Amendment
and all documents executed in connection therewith or pursuant
thereto or incident or collateral hereto or thereto from time to
time and there is no Event of Default thereunder, and no
condition which, with the passage of time or giving of notice or
both, would constitute an Event of Default thereunder.
(g) The Borrower represents and warrants that the execution,
delivery or performance by the Borrower of any of the
obligations contained in this Third Amendment or in any Loan
Document do not require the consent, approval or authorization
of any person or governmental authority or any action by or on
account of with respect to any person or governmental authority.
(h) This Third Amendment shall be a Loan Document and shall be
governed by and construed and enforced under the laws of The
Commonwealth of Massachusetts without regard to principles
relating to choice of law.
[END OF TEXT]
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IN WITNESS WHEREOF, the Borrower and the Lenders have caused this Third
Amendment to Amended and Restated Loan Agreement to be executed by their duly
authorized officers as of the date first set forth above.
PC CONNECTION, INC.
By: /s/ Jack L. Ferguson
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Name: Jack L. Ferguson
Title: Treasurer
CITIZENS BANK OF MASSACHUSETTS, as Agent
By: /s/ Michael St. Jean
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Name: Michael St. Jean
Title: Vice President
CITIZENS BANK OF MASSACHUSETTS, as Lender
By: /s/ Michael St. Jean
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Name: Michael St. Jean
Title: Vice President
28 State Street
13th Floor
Boston, MA 02109
Telecopier No:
Attention:
CITIZENS BANK NEW HAMPSHIRE
By: /s/ Gary Inamorati
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Name: Gary Inamorati
Title: Vice President
875 Elm Street
Manchester, NH 03101
Telecopier No: 603-594-7504
Attention: Pat Bonner
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FLEET NATIONAL BANK (as successor by
merger to Fleet Bank - NH)
By: /s/ Kenneth R. Sheldon
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Name: Kenneth R. Sheldon
Title: Vice President
1155 Elm Street
Manchester, NH 03101
Telecopier No:
Attention:
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SCHEDULE 2
Ratio of Consolidated Applicable Applicable LIBOR
Senior Debt to Prime Rate Rate
Consolidated EBITDA Margin Margin
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Greater than or equal to 2.0x 0% 2.00%
Greater than or equal to 1.5x (0.25%) 1.75%
but less than 2.0x
Greater than or equal to 1.0x (0.50%) 1.50%
but less than 1.5x
Greater than or equal to 0.5x (0.75%) 1.25%
but less than 1.0x
Less than 0.5x (1.00%) 1.00%
The ratio of Consolidated Senior Debt to Consolidated EBITDA shall be
determined by taking the daily average Consolidated Senior Debt at the end of
each fiscal quarter and dividing it by historical rolling twelve-month
Consolidated EBITDA. The initial ratio of Consolidated Senior Debt to
Consolidated EBITDA (the "Ratio") will be determined based on first quarter of
fiscal year 1999 financial statements; thereafter the Ratio shall be determined
three (3) Business Days after the date on which the Agent receives financial
statements pursuant to Sections 6.1(b) and 6.2 and a certificate from the Chief
Financial Officer of the Borrower demonstrating the Ratio. If the Borrower has
not submitted to the Agent the information described above as and when required
under Sections 6.1(b) and 6.2, as the case may be, the Applicable Margin shall
be determined by the Agent in its discretion for so long as such information has
not been received by the Agent. The Applicable Margin shall be adjusted, if
applicable, as of the first day of the month following the date of determination
described in the two preceding sentences. In all circumstance, with respect to
determination of the Applicable Margin, the Applicable Margin will be adjusted
retroactively to the beginning of the applicable quarter.