Fifth Amendment to the Second Amended and Restated Credit Security Agreement



 Exhibit 10.24 
 PC CONNECTION, INC. 
 Route 101A (730 Milford Road) 

Merrimack, NH 03054 

Dated as of: October 31, 2011 
 RBS Citizens, National Association 
 28 State Street 

Boston, MA 02109 
  

	 	Re:	Amendment No. 5 to Second Amended and Restated Credit and Security Agreement and related Documents 


Ladies and Gentlemen: 
 We
refer to the Second Amended and Restated Credit and Security Agreement, dated as of June 29, 2005 (as amended by that certain Amendment No. 1, dated as of August 12, 2005, Amendment No. 2, dated as of January 3, 2007,
Amendment No. 3 dated as of October 15, 2007 and Limited Waiver and Amendment No. 4 dated as of August 31, 2011, the “Credit Agreement”), by and among PC Connection, Inc., a Delaware corporation (the
“Borrower”), certain subsidiary guarantors party thereto, and RBS Citizens, National Association, successor by merger to Citizens Bank of Massachusetts, as the lender (in such capacity, the “Lender”) and agent
(together with its successors and assigns in such capacity, the “Agent”). 
 We have requested that the Agent
and Lender agree to make certain amendments to the Credit Agreement and we have been advised that the Agent and Lender are prepared and would be pleased to make the amendments to the Credit Agreement upon the terms and subject to the conditions set
forth below. 
 Accordingly, in consideration of the premises, promises, mutual covenants and agreements set forth below, and
fully intending to be legally bound hereby, the parties hereto agree as follows: 
 ARTICLE I 

AMENDMENTS TO CREDIT AGREEMENT 
 Effective as of the date hereof (the “Amendment Date”), and subject to the fulfillment of the conditions contained in Article II of this amendment (this “Amendment”), the
Credit Agreement is hereby amended in each of the following respects: 
 (a) The term, “Documents” shall,
wherever used in the Credit Agreement or Other Documents, be deemed to also mean and include this Amendment. All capitalized terms used but not defined herein shall have the meanings given to such terms in the Credit Agreement. 

(b) The Credit Agreement is amended as follows: 
 Section 7.6(a) Section 7.6(a) of the Credit Agreement is amended by replacing “$15,000,000” with “$25,000,000”. 







 ARTICLE II 
 CONDITIONS PRECEDENT TO AMENDMENT 
 The Lender’s and Agent’s
agreement herein to further amend the Credit Agreement as of the Amendment Date is subject to the fulfillment, to the satisfaction of the Agent on the date hereof, of the following conditions precedent: 

(a) The Borrower and Lender shall have executed this Amendment and delivered the same to the Agent; 

(b) All representations and warranties contained herein shall be true and correct in all material respects; and 

(c) No Material Adverse Effect shall have occurred since December 31, 2010; 

ARTICLE III 
 REPRESENTATIONS AND WARRANTIES 
 The Borrower represents and warrants to
the Lenders and Agent as follows: 
 (a) Representations in Agreement. Each of the representations and warranties made by
the Borrower and each of its Subsidiaries to the Lender in the Credit Agreement and other Documents was true and correct in all material respects when made and is true and correct in all material respects on and as of the Amendment Date with the
same full force and effect as if each of such representations and warranties had been made by the Borrower and each of its Subsidiaries on the Amendment Date and in this Amendment, except to the extent that such representations and warranties relate
solely to a prior date. 
 (b) No Default of Events of Default. No Default or Event of Default exists on the Amendment
Date. 
 (c) Binding Effect of Documents. This Amendment has been duly executed and delivered by the Borrower and is in
full force and effect as of the date hereof, and the agreements and obligations of the Borrower contained herein constitute legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective
terms. 
 ARTICLE V 
 MISCELLANEOUS 
 This Amendment may be executed in any number of
counterparts, each of which when executed and delivered shall be deemed an original, but all of which together shall constitute one instrument. Telecopied signatures hereto shall be of the same force and effect as an original of a


  
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manually signed copy. In making proof of this Amendment, it shall not be necessary to produce or account for more than one counterpart thereof signed by each of the parties hereto. Except to the
extent specifically amended and supplemented hereby, all of the terms, conditions and the provisions of the Credit Agreement and each of the other Documents shall otherwise remain unmodified, and the Credit Agreement and each of the other Documents,
as amended and supplemented by this Amendment, are confirmed as being in full force and effect. 
 [Remainder of Page
Intentionally Left Blank] 

  
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 If you are in agreement with the foregoing, please sign the form of acceptance on the
enclosed counterpart of this Amendment, and return the counterpart to the undersigned, whereupon this Amendment, as so accepted by you, shall become a binding agreement between the undersigned, the Agent and the Lender. 

 

			
	Very truly yours,
	
	PC CONNECTION, INC.
		
	By:	 	 /S/ JACK FERGUSON

		 	Name: Jack Ferguson
		 	Title: Executive VP, Treasurer and CFO
	
	PROFESSIONAL COMPUTER CENTER, INC.
		
	By	 	 /S/ GLYNN W. SCHULZE

		 	Name: Glynn W. Schulze
		 	Title: Treasurer
	
	GOVCONNECTION, INC.
		
	By	 	 /S/ GARY ANDERSON

		 	Name: Gary Anderson
		 	Title: Treasurer
	
	MERRIMACK SERVICES CORPORATION
		
	By	 	 /S/ JACK FERGUSON

		 	Name: Jack Ferguson
		 	Title: Executive VP, Treasurer and CFO
	
	PC CONNECTION SALES CORPORATION
		
	By	 	 /S/ GARY ANDERSON

		 	Name: Gary Anderson
		 	Title: Treasurer



  
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	PC CONNECTION EXPRESS, INC.
		
	By	 	 /S/ WILLIAM COOPER

		 	Name: William Cooper
		 	Title: President
	
	MORE DIRECT, INC.
		
	By	 	 /S/ GARY ANDERSON

		 	Name: Gary Anderson
		 	Title: Treasurer


 The foregoing Amendment is hereby accepted by the undersigned as of the date hereof. 

RBS CITIZENS, NATIONAL ASSOCIATION, as Agent and Lender 
  

			
	By:	 	 /S/ MARC LUBELCZYK

		 	Name: Marc Lubelczyk
		 	Title: Senior Vice President


  
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