Exhibit 10.28
AMENDMENT TO AGREEMENT FOR WHOLESALE FINANCING
This Amendment to Agreement for Wholesale Financing is made to that
certain Agreement for Wholesale Financing entered into by and between PC
Connection, Inc., a Delaware corporation ("Dealer") and Deutsche Financial
Services Corporation (DFS) on March 25. 1998. as amended ("Agreement").
FOR VALUE RECEIVED, Dealer and DFS agree to amend the Agreement as
follows:
1. Dealer and DFS agree to amend paragraph 3 of the Agreement to provide
as follows:
"3. To secure payment of all of Dealer's current and future debts to
DFS, whether under this Agreement or any current or future guaranty
or other agreement, Dealer grants DFS a security interest in all
Dealer's:
(a) inventory and equipment, manufactured or sold by or bearing any
trademark or trade name of Compaq Computer Corporation, Acer America
Corporation, Apple Computer, Inc., Digital Equipment Corporation,
Hewlett-Packard Company, Hitachi Sales Corporation of America, Power
Computing, Texas Instruments Incorporated, Toshiba America
Information Systems, Inc., NEC Technologies, Inc., Old America, Inc.
(Okidata division), Canon U.S.A., Inc., Packard Xxxx Electronics,
Inc., Epson America, Inc., Xerox Corporation, Tektronix, Inc., and
Toshiba America Information Systems, Inc. or any of their
subsidiaries or affiliated companies, whether now owned or hereafter
acquired, and all attachments, accessories, accessions, returns,
repossessions, exchanges, substitutions and replacements thereto,
and all proceeds thereof; and
(b) rebates, discounts, credits and incentive payments, now or
hereafter due Dealer, relating to any of the above described
inventory and equipment, and all proceeds thereof.
All such assets are collectively referred to herein as the
'Collateral'. All of such terms for which meanings are provided in
the Uniform Commercial Code are used herein with such meanings. All
Collateral financed by DFS, and all proceeds thereof, will be held
in trust by Dealer for DFS, with such proceeds being payable in
accordance with this Agreement."
2. DFS and Dealer agree that the following paragraph is incorporated into
the Agreement as if fully and originally set forth therein;
"7.1 Financial Covenants. Dealer will
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(a) At all times maintain a Consolidated Net Worth of not less than
the amounts specified below at the end of each of Dealer's fiscal
quarters as indicated:
Required Net Worth
Fiscal Quarter(s)Ending on Quarter-end Date
-------------------------- ----------------
06/30/99 $ 60,000,000
09/30/99 $ 60,000,000
12/31/99 $ 76,000,000
03/31/00 $ 76,000,000
06/30/00 $ 76,000,000
09/30/00 $ 76,000,000
12/31/00 $ 96,000,000
03/31/01 $ 96,000,000
06/30/01 $ 96,000,000
09/30/01 $ 96,000,000
12/31/01 and each fiscal
quarter thereafter $ 120,000.000
(b) As of each date indicated below, for the twelve months ending on
that date, Dealer shall maintain the Consolidated Net Income
indicated:
Fiscal Quarter(s)Ending Required Net Income for Previous
Four Quarters on Quarter-end Date
---------------------------------
06/30/99 $ 12,000,000
09/30/99 $ 12,000,000
12/31/99 $ 16,000,000
03/31/00 $ 16,000,000
06/30/00 5 16,000,000
09/30/00 $ 16,000,000
12/31/00 S 20,000,000
03/31/01 5 20.000,000
06/30/01 $ 20,000,000
09/30/01 $ 20,000,000
12/31/01 and each fiscal
quarter thereafter $ 24,000,000
For purposes of this paragraph: (i) 'Consolidated Net Worth' means,
at any date as of which the amount thereof shall be determined, the
consolidated total assets of the Dealer and its affiliates, less the
consolidated total liabilities of the Dealer and its affiliates; and
(ii ) (ii) 'Consolidated Net Income' means the net income (or
deficit) from operations of the Dealer and its affiliates, after
taxes. The foregoing terms shall be determined in accordance with
generally accepted accounting principles consistently applied"
All other terms as they appear in the Agreement to the extent consistent
with the foregoing, are ratified and remain unchanged and in full force and
effect.
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IN WITNESS WHEREOF, Dealer and DFS have executed this Amendment to
Agreement for Wholesale Financing this 5th day of November, 1999.
PC CONNECTION, INC.,
ATTEST: By: /s/ Xxxx X. Xxxxxxxx
------------------------------
---------------------- Title: Treasurer
(Assistant) Secretary ---------------------------
DEUTSCHE FINANCIAL SERVICES CORPORATION
By:
------------------------------
Title:
---------------------------
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IN WITNESS WHEREOF, Dealer and DFS have executed this Amendment to
Agreement for Wholesale Financing this 5th day of November, 1999.
PC CONNECTION, INC.,
ATTEST: By: /s/ Xxxx X. Xxxxxxxx
/s/ [ILLEGIBLE] ------------------------------
---------------------- Title: Treasurer
(Assistant) Secretary ---------------------------
DEUTSCHE FINANCIAL SERVICES CORPORATION
By:
------------------------------
Title:
---------------------------
[LETTERHEAD OF PC CONNECTION INC.]
November 15, 1999
Xx. Xxxxxxxxxxx X. Xxxxx
Business Development Manager
Deutsche Financial Services Corporation
000 Xxxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Dear Xxxxx:
I enclose the following:
1. Copy of Amendment to Agreement for Wholesale Financing with my original
signature.
2. Fax copy of Xxxxx Xxxxxxxxxx'x attest signature (he is in a different
locations, and he faxed the last page with his signature).
3. Copy of Agreement with Xxxxx Xxxxxxxxxx'x original signature thereon.
I was out of the office all last week due to the death of my mother and was
unable to send this out earlier.
Yours truly,
/s/ Xxxx
Xxxx X. Xxxxxxxx.
Treasurer, Director of Finance
JLF:eg
Enclosures
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