Exhibit 10.1

 

FOURTH AMENDMENT TO CREDIT AGREEMENT AND WAIVER

 

This FOURTH AMENDMENT TO CREDIT AGREEMENT AND WAIVER (“Amendment”), is made effective as of October 31, 2016 (the “Fourth Amendment Date”), by and between DATALINK CORPORATION, a Minnesota corporation, having its chief executive office located at 10050 Crosstown Circle, Suite 500, Eden Prairie, Minnesota 55344 (“Borrower”), and CASTLE PINES CAPITAL LLC, a Delaware limited liability company, having its chief executive office located at 116 Inverness Drive East, Suite 375, Englewood, Colorado 80112 (“CPC”). Capitalized terms not defined herein have the meanings given to them in the Credit Agreement (as defined herein).

 

W I T N E S S E T H :

 

WHEREAS, CPC and Borrower are parties to that certain Credit Agreement dated as of July 17, 2013, as amended (the “Existing Credit Agreement”, together with the amendment referred to herein, and as may further be amended, modified or amended and restated from time to time, “Credit Agreement”); and

 

WHEREAS,  Borrower has requested a waiver of its failure to meet the requirements of the Minimum Quarterly Free Cash Flow covenant for the trailing twelve month period ending September 30, 2016; and

 

WHEREAS, Borrower and CPC desire to modify the Minimum Quarterly Free Cash Flow covenant;

 

NOW, THEREFORE, in consideration of the premises, the parties hereto hereby agree as follows:

 

SECTION ONE — Amendment.

 

Section 4.9 of the Existing Credit Agreement is hereby amended by deleting paragraph “(c), Minimum Quarterly Free Cash Flow”, and replacing it with a new paragraph (c) Minimum Quarterly Free Cash Flow covenant, as follows:

 

“(c)         Minimum Quarterly Free Cash Flow.  At any time and from time to time that Borrower’s ‘cash’ as reported on Borrower’s fiscal quarterly balance sheet is less than $25,000,000, Borrower shall have Free Cash Flow of at least $1.00 at the end of such fiscal quarter for the trailing twelve month period then ended, and shall continue to have Free Cash Flow of at least $1.00 at the end of Borrower’s trailing twelve month period ending each fiscal quarter thereafter, until such time as Borrower’s ‘cash’ as reported on Borrower’s fiscal quarterly balance sheet is greater than $25,000,000.

 

Free Cash Flow means, with respect to the trailing twelve months ending as of any period of measurement, an amount equal to:

 

Recurring Operating EBITDA

 

minus

 

(a) the sum of:

 

(i) unfinanced capital expenditures, plus

(ii) income taxes paid in cash by Borrower, plus

(iii) Distributions paid in cash during such period,

 











 

minus

 

(b) the sum of:

 

(i) interest expense paid in cash, plus

(ii) current maturities of long term debt, during such period.

 

Distribution means (a) any distribution, dividend or payment to any person on account of any equity interest of Borrower, (b) loans by Borrower to any holder of equity interests of Borrower, (c) any payment of management, consulting or similar fees payable by Borrower or any subsidiary of Borrower to any affiliate of Borrower, or (d) any redemption, purchase, retirement, defeasance, sinking fund or similar payment or any claim of rescission with respect to any equity interest of Borrower.

 

Net Income means, with respect to the trailing twelve months ending as of any period of measurement, net earnings (or net loss) after taxes of the Borrower during such period determined in accordance with GAAP.

 

Recurring Operating EBITDA means, with respect to the trailing twelve months ending as of any period of measurement, an amount equal to: Net Income, plus (a) the such of the following to the extent deducted in calculating such Net Income, the sum of: (i) interest expenses for such period, plus, (ii) the provision for federal, state, local and foreign income taxes payable by the Borrower for such period, plus (iii) depreciation and amortization expense for such period and plus (iv) other non-cash or non-recurring expenses of the Borrower reducing such Net Income (including without limitation non-cash stock-based compensation expense), and minus (b) all non-cash or non-recurring items increasing Net Income for such period.”

 

SECTION TWO — Waiver.  Subject to Section Three hereof, CPC hereby waives Borrower’s failure to its failure to meet the requirements of the Minimum Quarterly Free Cash Flow covenant for the trailing twelve month period ending September 30, 2016.

 

SECTION THREE - Conditions to Effectiveness.  This Amendment shall be effective as of the Fourth Amendment Date provided:

 

A.            CPC has received counterparts of this Amendment executed by the Borrower;

 

B.            No event shall have occurred since December 31, 2015, which has a material adverse effect on the business, assets, revenues, financial condition or Collateral of Borrower, the ability of Borrower to perform Borrower’s payment obligations when due or to perform any other material obligation under the Credit Agreement; or any right, remedy or benefit of CPC under the Credit Agreement; and

 

C.            CPC has received such other documents and information as requested by CPC and its counsel.

 

In addition, the effectiveness of this Amendment is conditioned upon the continuing accuracy of the representations and warranties set forth in Section Four hereof.

 

SECTION FOUR — Representations and Warranties. In order to induce CPC to enter into this Amendment, Borrower represents and warrants to CPC that upon the effectiveness of this Amendment (i) the Credit Agreement, as amended, does remain the legal, valid, enforceable and binding obligation of Borrower, (ii) no Default has occurred and is continuing, (iii) all of the representations and warranties in the Credit Agreement are true and complete in all material respects on and as of the date hereof as if made on the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), and (iv) Borrower have no claims, defenses, or offsets against CPC.

 

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SECTION FIVE - Miscellaneous. Borrower waives notice of CPC’s acceptance of this amendment. All other terms and provisions of the Credit Agreement, to the extent not inconsistent with the foregoing, are ratified and remain unchanged and in full force and effect.

 

SECTION SIX — Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile shall be effective as delivery of a manually executed counterpart of this Amendment.

 

SECTION SEVEN — Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Colorado (without giving effect to any provisions thereof relating to conflicts of law).

 

THIS AMENDMENT AND THE CREDIT AGREEMENT CONTAIN BINDING ARBITRATION, JURY WAIVER AND PUNITIVE DAMAGE WAIVER PROVISIONS.

 

(Signature Page(s) to Follow)

 

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IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be duly executed and delivered by its proper and duly authorized officer, effective as of the date first set above.

 

	
 
    	
BORROWER:
    
	
 
    	
 
    
	
 
    	
DATALINK CORPORATION
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Gregory T. Barnum
    
	
 
    	
Name: Gregory T. Barnum
    
	
 
    	
Title: Vice President,   Finance and Chief Financial Officer
    
	
 
    	
 
    
	
 
    	
 
    
	
ACKNOWLEDGED AND AGREED   TO:
    	
 
    
	
 
    	
 
    
	
CASTLE PINES CAPITAL LLC
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   Lloyd Squire
    	
 
    
	
Name: Lloyd Squire
    	
 
    
	
Title: Regional Manager
    	
 
    
				


 

Signature page to Datalink. Fourth Amendment