Exhibit 10.47
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SECOND AMENDMENT TO
AMENDED AND RESTATED LOAN AGREEMENT
Dated as of May 4, 200l
Among
PC CONNECTION, INC.,
the Borrower
and
CITIZENS BANK OF MASSACHUSETTS,
as Agent
and
THE BANKS PARTIES HERETO
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SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
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This SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT is entered
into as of May 4, 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
"Banks") and CITIZENS BANK OF MASSACHUSETTS as Agent (the "Agent").
Recitals
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The Borrower, the Banks 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 Bank 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 Banks and the Agent
hereby amend the Loan Agreement as follows:
Section 1. Definitions. Add the following definition to Section 1 of the
Loan Agreement:
"Permitted Guaranties" shall have the meaning set forth in Section 9.5
hereof.
Section 2. Guaranties. Section 9.5 of the Loan Agreement is hereby deleted
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in its entirety and replaced as follows:
Section 9.5. Assumptions, Guaranties, Etc. of Indebtedness of Other
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Persons. Assume, guarantee, endorse or otherwise be or become directly
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or contingently liable (including, without limitation, by way of
agreement, contingent or otherwise, to purchase, provide funds for
payment, supply funds to or otherwise invest in any Person or
otherwise assure the creditors of any such Person against loss) in
connection with any Indebtedness of any other Person, except
Guaranties (the "Permitted Guaranties") (i) by endorsement of
negotiable instruments for deposit or collection or similar
transactions in the ordinary course of business, (ii) to IBM or DFS in
connection with Indebtedness permitted under 9.1 l(g), (iii) provided
for indebtedness of PC Connection Sales Corporation and Merrimack
Services Corporation as provided for in a Guaranty or Guaranties to
Dun & Bradstreet, Inc., substantially in the form of Exhibit J hereto,
and (iv) to individual suppliers of PC Connection Sales Corporation
and Merrimack Services Corporation, as requested from time to time in
lieu of the blanket Guaranty in (iii), on their respective obligations
to such individual suppliers, the guaranteed obligations in (iv) not
to exceed guaranteed obligations in the amount of $100,000,000.
Borrower must notify Agent (with copy to Agent's counsel) in writing
immediately after entering into any Permitted Guaranties.
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Section 3. 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 Second Amendment.
(b) This Second Amendment represents the entire agreement
among the parties hereto relating to this Second
Amendment, and supersedes all prior understandings and
agreements among the parties relating to the subject
matter of this Second Amendment.
(c) The Borrower agrees to pay on demand all of the Agent's
reasonable expenses in preparing, executing and
delivering this Second Amendment, and all related
instruments and documents, including, without limitation,
the reasonable fees and out-of-pocket expenses of the
Agent's special counsel.
(d) 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.
(e) The Borrower has reviewed the provisions of this Second
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.
(f) The Borrower represents and warrants that the execution,
delivery or performance by the Borrower of any of the
obligations contained in this Second 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.
(g) This Second 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 Banks have caused this Second
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: __________________________________________
Name:
Title:
CITIZENS BANK OF MASSACHUSETTS, as Agent
By: __________________________________________
Name:
Title:
CITIZENS BANK OF MASSACHUSETTS, as Lender
By: __________________________________________
Name:
Title:
100 Summer Street
13th Floor
Boston, MA 02110
Telecopier No:
Attention:
CITIZENS BANK NEW HAMPSHIRE
By: __________________________________________
Name:
Title:
875 Elm Street
Manchester, NH 03101
Telecopier No:
Attention:
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FLEET NATIONAL BANK (as successor by merger to
Fleet Bank - NH)
By: __________________________________________
Name:
Title:
1155 Elm Street
Manchester, NH 03101
Telecopier No:
Attention:
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