Exhibit 10.2

 



ORIGINAL SECOND   AMENDED AND RESTATED REVOLVING CREDIT LOAN NOTE $20,000,000.00 Iselin, New   Jersey November 15 , 2017 FOR VALUE RECEIVED, the undersigned, WAYSIDE   TECHNOLOGY GROUP, INC., a corporation duly organized, validly existing and in   good standing under the laws of the State of Delaware, LIFEBOAT DISTRIBUTION,   INC., a corporation duly organized, validly existing and in good standing   under the laws of the State of Delaware, TECHXTEND, INC., a corporation duly   organized, validly existing and in good standing under the laws of the State   of Delaware, PROGRAMMER'S PARADISE, INC., a corporation duly organized,   validly existing and in good standing under the laws of the State of   Delaware, and ISP INTERNATIONAL SOFTWARE PARTNERS, INC., a corporation duly   organized, validly existing and in good standing under the laws of the State   of Delaware (hereinafter collectively referred to as the   "Co-Borrowers"), promise to pay to the order of CITIBANK, N.A., its   successors and/or assigns (hereinafter collectively referred to as the   "Lender") on or before the Maturity Date, or such earlier date as   may be determined pursuant to the terms, conditions and provisions of the   "Loan Agreement" (as such term is defined below), the lesser of (i)   the principal sum of TWENTY MILLION AND 00/100 ($20,000,000.00) DOLLARS or   (ii) the aggregate unpaid principal amount of all Loans made by the Lender to   the Co-Borrowers pursuant to the terms, conditions and provisions of the Loan   Agreement. The Co-Borrowers hereby further promise to pay to the order of the   Lender interest on the unpaid principal amount outstanding under this Second   Amended and Restated Revolving Credit Loan Note (hereinafter, as it may be   from time to time amended, modified, extended, renewed, substituted, and/or   supplemented, referred to as this "Note") from the date outstanding   until paid in full at the applicable interest rate per annum determined   pursuant to the terms, conditions and provisions of Section 2.02(i)(a) and   Section 2.02(ii i) of, or as otherwise provided for in, the Loan Agreement   payable on the dates set forth in Section 2.01(v) and Sect ion 2.02(1D of, or   as otherwise provided in, the Loan Agreement. Capitalized terms used but not   expressly defined herein shall have the same meanings when used herein as set   forth in the Loan Agreement. All payments of principal, interest and fees   hereunder shall be due and payable to the Lender not later than 1:00 P.M.   (Iselin, New Jersey time), on the day when due, all as more fully and   accurately set forth in Section 2.05 of the Loan Agreement. Such payments   shall be made in Dollars in immediately available funds without setoff,   counterclaim (other than a compulsory counterclaim) or other deduction of any   nature. Except as otherwise provided in the Loan Agreement, if any payment of   principal, interest or fees hereunder shall become due on a day which is not   a Business Day, such payment shall be made on the next following Business Day   and such extension of time shall be included in computing interest in   connection with such payment. This Note is the "Note" referred to   in, and is entitled to the benefits of, that certain Second Amended and   Restated Revolving Credit Loan Agreement dated November 15 , 2017, executed   by and among the Co-Borrowers and the Lender (hereinafter, as it may be from   time to time amended, modified, extended, renewed, substituted, and/or   supplemented, referred to as the "Loan Agreement"), which among   other things provides for the acceleration of the maturity hereof upon the   occurrence of certain events and for prepayments in certain circumstances and   upon certain terms and conditions. The Co-Borrowers hereby expressly waive   presentment, demand, notice, protest and all other demands and notices in   connection with the delivery, acceptance, performance, default or enforcement   of this Note and the Loan Agreement. [SECOND AMENDED AND RESTATED REVOLVING   CREDIT LOAN NOTE] 


    




 










The   Co-Borrowers hereby grant to the Lender, a continuing lien, security interest   and right of setoff as security for all Obligations owed to the Lender,   whether now existing or hereafter arising, upon and against all deposits,   credits, collateral and property, now or hereafter in the possession,   custody, safekeeping or control of the Lender or any entity under the control   of Citibank, N.A. and its successors and assigns, or in transit to any of   them. At any time after the occurrence and during the continuance of an Event   of Default, without demand or notice (any such notice being hereby expressly   waived by the Co-Borrowers), the Lender may setoff the same or any part   thereof and apply the same to any Obligation of the Co-Borrowers even though   unmatured and regardless of the adequacy of any other collateral securing the   Loan Facility. ANY AND ALL RIGHTS TO REQUIRE THE LENDER TO EXERCISE ITS   RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE   LOAN FACILITY, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH   DEPOSITS, CREDITS, COLLATERAL OR OTHER PROPERTY OF THE CO-BORROWERS, ARE   HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY IRREVOCABLY WAIVED. The   Lender may at any time pledge or assign all or any portion of its rights   under the Loan Documents, including any portion of this Note, to any of the   twelve (12) Federal Reserve Banks organized under Section 4 of the Federal   Reserve Act, 12 U.S.C. §341. No such pledge or assignment or enforcement   thereof shall release the Lender from its obligations under any of the Loan   Documents. THE CO-BORROWERS AND THE LENDER (BY ACCEPTANCE OF THIS NOTE)   MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY (i) WAIVE ANY AND   ALL RIGHTS THAT THEY MAY NOW OR HEREAFTER HAVE UNDER THE LAWS OF THE UNITED   STATES OF AMERICA OR ANY STATE THEREOF TO A TRIAL BY JURY IN RESPECT OF ANY   CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR   ANY OF THE OTHER LOAN DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION   HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER   VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY, INCLUDING, WITHOUT LIMITATION, ANY   COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF THE LENDER   RELATING TO THE ADMINISTRATION OF THE LOAN FACILITY OR ENFORCEMENT OF THIS   NOTE, AND (ii) AGREE THAT NEITHER THE CO-BORROWERS NOR THE LENDER WILL SEEK   TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL   CANNOT BE OR HAS NOT BEEN WAIVED. EXCEPT AS PROHIBITED BY APPLICABLE LAW,   EACH OF THE CO-BORROWERS AND THE LENDER HEREBY KNOWINGLY, VOLUNTARILY AND   INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY   LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY   DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH OF THE   CO-BORROWERS AND THE LENDER HEREBY CERTIFIES THAT NO REPRESENTATIVE, AGENT OR   ATTORNEY OF THE OTHER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER   WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS.   THE WAIVERS MADE BY THE CO-BORROWERS HEREIN CONSTITUTE A MATERIAL INDUCEMENT   FOR THE LENDER TO MAKE THE LOAN FACILITY AVAILABLE TO THE CO-BORROWERS AND TO   ACCEPT THIS NOTE. IT IS INTENDED THAT SAID WAIVERS SHALL APPLY TO ANY AND ALL   DEFENSES, RIGHTS, AND/OR COUNTERCLAIMS IN ANY ACTION OR PROCEEDING. THE   CO-BORROWERS AND THE LENDER RECOGNIZE THAT ANY DISPUTE ARISING IN CONNECTION   WITH THE LOAN FACILITY IS LIKELY TO BE COMPLEX AND CONSEQUENTLY THEY WISH TO   STREAMLINE AND MINIMIZE THE COST OF THE DISPUTE RESOLUTION PROCESS BY   AGREEING TO WAIVE THEIR RIGHTS TO A JURY TRIAL. [SECOND AMENDED AND RESTATED   REVOLVING CREDIT LOAN NOTE] 


    




 










This Note and   the rights and obligations of the parties hereunder shall be construed,   interpreted, enforced and governed by the laws of the State of New Jersey,   excluding the laws applicable to conflicts and choice of laws. THE CO-BORROWERS   HEREBY COVENANT AND AGREE THAT: they are jointly and severally liable for all   of the Obligations and each Co-Borrower expressly understands, agrees, and   acknowledges that (a) the Co-Borrowers are affiliates by common direct or   indirect ownership, (b) each Co-Borrower desires to have the availability of   one common credit facility instead of separate credit facilities, (c) each   Co-Borrower has requested that the Lender extend such a common credit   facility on the terms provided in this Note and in the other Loan Documents,   (d) the Lender will be lending against, and relying on a lien upon, all of   the Collateral even though all of the proceeds of the Loan may not be   advanced directly to a particular Co-Borrower, (e) each Co-Borrower will   nonetheless benefit by the advance of all of the proceeds of the Loan by the   Lender and the availability of a single credit facility of a size greater   than each could independently warrant, and (f) no Co-Borrower would be able   to obtain the credit provided by the Lender hereunder without the financial   support provided by the other Co-Borrowers; and each of the Co-Borrower's   obligations hereunder shall be unconditional irrespective of: (a) the   validity or enforceability of the Obligations of any other Co-Borrower under   this Note or any of the other Loan Documents; (b) the absence of any attempt   to collect the Obligations from any other Co- Borrower, or any other security   therefor, or the absence of any other action to enforce same; (c) the waiver,   consent, extension, forbearance, or granting of any indulgence by the Lender   with respect to any of the terms, conditions, or provisions of this Note or   any of the other Loan Documents as against any other Co-Borrower; (d) the   failure by the Lender to take any steps to perfect and maintain its security   interest in, or to preserve its rights to, any security or collateral for the   Obligations with respect to any other Co-Borrower; (e) the Lender's election   in any proceeding instituted under the Bankruptcy Code of the application of   Section 111(b)(2) of the Bankruptcy Code; (f) any borrowing or grant of a   security interest by any other Co-Borrower, as debtor-in-possession under   Section 364 of the Bankruptcy Code; (g) the disallowance of all or any   portion of the Lender's claim(s) for the repayment of the Obligations from   any other Co-Borrower under Section 502 of the Bankruptcy Code; or (h) any   other circumstances that might constitute a legal or equitable discharge or   defense of any other Co-Borrower (other than the actual indefeasible payment   in full in cash of the Obligations); and with respect to any Co-Borrower's   Obligations arising as a result of the joint and several liability of the   Co-Borrowers for the Loan under this Note with respect to all advances or   other extensions of credit made to any of the other Co-Borrowers hereunder,   each of the Co-Borrowers hereby waives, until the Obligations shall have been   indefeasibly repaid in full and this Note and the other Loan Documents shall   have been cancelled and terminated, any right to enforce any right of   subrogation or any remedy that the Lender now has or may hereafter have   against any other Co-Borrower or any endorser of all or any portion of the   Obligations, and any benefit of, and right to participate in, any security or   collateral given to the Lender to secure the repayment of the Obligations or   any other liability or obligation of any Co-Borrower to the Lender. Upon the   occurrence and during the continuance of any Event of Default, the Lender may   proceed directly and immediately, without notice, against any Co- Borrower to   collect and recover the full amount, or any portion of, the Obligations   without first proceeding against any other Co-Borrower or any other Person or   against any security or collateral for the Obligations, each Co-Borrower   hereby agreeing that the Lender shall be under no obligation to marshal any   assets in favor of any Co-Borrower or against or in payment of any or all of   the Obligations; and it is intended by the Co-Borrowers and the Lender that   the terms, conditions, and provisions of this Note are severable, and that   the joint and several nature of the liability of each Co- [SECOND AMENDED AND   RESTATED REVOLVING CREDIT LOAN NOTE]


    




 










Borrower for   the Obligations not constitute a fraudulent conveyance under the Uniform   Fraudulent Transfer Act, as in effect from time to time (hereinafter referred   to as the "UFTA"), the Uniform Fraudulent Conveyance Act, as in   effect from time to time (hereinafter referred to as the "UFCA"),   or Section 548 of the Bankruptcy Code, or as a fraudulent conveyance or   fraudulent transfer under the applicable provisions of any other state or   Federal bankruptcy, insolvency, fraudulent transfer or conveyance,   liquidation, conservatorship, moratorium, rearrangement, receivership,   reorganization, debtor relief, or other law affecting the rights of creditors   generally (hereinafter collectively referred to as "Debtor Re!   Laws") and that, in any action or proceeding involving any Debtor Relief   Laws: if any clause or provision of this Note shall be held invalid or   unenforceable in whole or in part in any jurisdiction, then such invalidity   or unenforceability shall affect only such clause or provision, or part   thereof, in such jurisdiction and shall not in any manner affect such clause or   provision in any other jurisdiction, or any other clause or provision in this   Note in any jurisdiction; and if all or any portion of (1) the Obligations or   (2) any security interest in any collateral granted by any Co-Borrower in   favor or for the benefit of the Lender in connection with the Obligations is   held or determined to be void, invalid, or unenforceable against any   Co-Borrower as a fraudulent conveyance or fraudulent transfer on account of   or as a result of the amount of such Co-Borrower's aggregate liability under   the Loan, then, notwithstanding any other term, condition, or provision of   this Note or any other Loan Document to the contrary, the aggregate amount of   such liability shall be, without any further action by the Lender, the   Co-Borrowers, or any other Person, automatically limited and reduced to the   highest amount which is valid and enforceable against such Co-Borrower as   determined in such action or proceeding to not constitute such a fraudulent   conveyance or fraudulent transfer, which amount (without limiting the   generality of the foregoing) may be an amount which is not greater than the   greatest of: the fair consideration actually received by such Co-Borrower   under the terms of and as a result of the Loan, including, without limiting the   generality of the foregoing, and to the extent not inconsistent with   applicable Federal and state law affecting the enforceability of notes   generally, distributions or advances made to one or more of the Co- Borrowers   with the proceeds of the credit extended hereunder in exchange for its   execution and delivery of this Note and the other Loan Documents; or the   excess of (x) the amount of the fair saleable value of the assets of such   Co-Borrower as of the date of this Note as determined in accordance with applicable   Federal and state law governing determinations of the insolvency of debtors   as in effect on the date thereof over (y) the amount of all liabilities of   such Co-Borrower as of the date of this Note, also as determined on the basis   of applicable Federal and state law governing the insolvency of debtors as in   effect on the date thereof; or the maximum amount of liability under the Loan   which could be asserted against such Co-Borrower hereunder without (x)   rendering such Co-Borrower "insolvent" within the meaning of   Section 101(31) of the Bankruptcy Code, Section 2 of the UFTA, or Section 2   of the UFCA, (y) leaving such Co-Borrower with unreasonably small capital or   assets, within the meaning of Section 548 of the Federal Bankruptcy Code,   Section 4 of the UFTA, or Section 5 of the UFCA, or (z) leaving such   Co-Borrower unable to pay its debts as they become due within the meaning of   Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of   the UFCA. [SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN NOTE]


    




 










if (a) any   court of competent jurisdiction holds that the Co-Borrowers are guarantors   and not jointly and severally liable for the Loan or (b) bankruptcy or   reorganization proceedings at any time are instituted by or against any   Co-Borrower under any Debtor Relief Laws, each Co-Borrower hereby: (1) until   indefeasible payment in full in cash of the Obligations, hereby expressly and   irrevocably waives, to the fullest extent possible, on behalf of such   Co-Borrower, any and all rights at law or in equity to subrogation, to   reimbursement, to exoneration, to contribution, to indemnification, to set   off or to any other rights that could accrue to a surety against a principal,   to a guarantor against a maker or obligor, to an accommodation party against   the party accommodated, to a holder or transferee against a maker, or to the   holder of a claim against any Person, and that such Co-Borrower may have or   hereafter acquire against any Person in connection with or as a result of such   Co-Borrower's execution, delivery, and/or performance of this Note or any of   the other Loan Documents to which such Co-Borrower is a party or otherwise;   (2) expressly and irrevocably waives any "claim" (as such term is   defined in the Bankruptcy Code) of any kind against any other Co-Borrower,   and further agrees that it shall not have or assert any such rights against   any Person (including any surety), either directly or as an attempted set off   to any action commenced against such Co-Borrower by the Lender or any other   Person; and (3) acknowledges and agrees (A) that this waiver is intended to   benefit the Lender and shall not limit or otherwise affect such Co-Borrower's   liability hereunder or the enforceability of this Note or any of the other   Loan Documents, and (B) that the Lender and their successors and assigns are   intended beneficiaries of this waiver, and the agreements set forth in this   Section and their rights under this Section shall survive payment in full of   the Obligations; and in the event the obligations of any Co-Borrower in   connection with the Loan or any of the other Loan Documents are held or   determined to be void, invalid, or unenforceable, in whole or in part, such   holding or determination shall not impair or affect (a) the validity and enforceability   of this Note or any of the other Loan Documents or the Obligations against   any other Co-Borrower or obligor, which validity and enforceability shall   continue in full force and effect in accordance with the terms hereof; or (b)   the validity and enforceability of any clause or provision not so held to be   void, invalid or unenforceable as against the Co-Borrowers; and to the extent   that any payment to, or realization by, the Lender on the Obligations exceeds   the limitations of this Section and is otherwise subject to avoidance and   recovery in any such proceeding, the amount subject to avoidance shall in all   events be limited to the amount by which such actual payment or realization   exceeds such limitation, and this Note and the other Loan Documents as   limited shall in all events remain in full force and effect and be fully   enforceable against each Co- Borrower. This Section is intended solely to   reserve the rights of the Lender hereunder against each Co- Borrower, in such   proceeding to the maximum extent permitted by applicable Debtor Relief Laws   and/or other applicable laws and none of the Co-Borrowers, any guarantor of   the Obligations, or any other Person shall have any right, claim, or defense   under this Section that would not otherwise be available under applicable   Debtor Relief Laws and/or other applicable laws in such proceeding. This Note   is given in full substitution for and in full replacement of that certain   Promissory Note dated December 18, 2015, executed by the Co-Borrowers, as   makers, in favor of the Lender, as payee, in the maximum principal amount of   up to $10,000,000.00 (hereinafter referred to as the "Original   Note"). The execution and delivery of this Note does not evidence a   refinancing, repayment, accord and satisfaction, or novation of the   indebtedness evidenced by the Original Note. [REMAINDER OF PAGE INTENTIONALLY   LEFT BLANK] [SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN NOTE]


    




 










 IN WITNESS WHEREOF, each Co-Borrower has   caused this Second Amended and Restated Revolving Credit Loan Note to be   executed and delivered by its proper and duly Authorized Officer, all on the   day and year first hereinabove written. CO-BORROWERS: WAYSIDE TECHNOLOGY   GROUP, INC., a Delaware corporation Michael Vesey Chief Financial Officer   LIFEBOAT DISTRIBUTION, INC., a Delaware corporation „ By. Michael Vesey Chief   Financial Officer TECHXTEND, INC., a Delaware corporation By. Michael Vesey   Chief Financial Officer PROGRAMMER'S PARADISE, INC., a Delaware corporation A   By. Michael Vesey Chief Financial Officer ISP INTERNATIONAL SOFTWARE   PARTNERS, INC., a Delaware corporation By. Michael Vesey Chief Financial   Officer [SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN NOTE]


    




 










ORIGINAL THE   UNDERSIGNED PAYEE HEREBY ACKNOWLEDGES ITS ACCEPTANCE OF THE AMENDMENT AND   RESTATEMENT OF THE ORIGINAL NOTE, AS EVIDENCED BY THE TERMS, CONDITIONS, AND   PROVISIONS OF THIS NOTE SET FORTH AT LENGTH ABOVE. CITIBANK, N.A. By: Craig   Heal Senior Vice President [SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN   NOTE]