FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT



 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: 
  
 “7.17
MoreDirect 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: 
  
 “15.18 Assignment 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