Exhibit 10.4


  


Execution Version


  


SECOND AMENDMENT TO CREDIT AGREEMENT


 


THIS SECOND AMENDMENT
TO CREDIT AGREEMENT (this “Amendment”), dated as of June 27, 2019, is among STRATOS MANAGEMENT SYSTEMS, INC.,
a Delaware corporation (“Borrower”), COMPUTEX, INC., a Texas corporation (“Computex”), STRATOS
MANAGEMENT SYSTEMS HOLDINGS, LLC, a Delaware limited liability company, (“SMSH”), FIRST BYTE COMPUTERS, INC.,
a Minnesota corporation (“First Byte”), ENETSOLUTIONS, L.L.C., a Texas limited liability company (“eNET”,
and together with Computex, SMSH, and First Byte, collectively, “Guarantors”, and each, individually, a “Guarantor”),
and COMERICA BANK (“Bank”).


 


RECITALS:


 


A. Borrower,
SMSH, and Bank have entered into that certain Credit Agreement dated as of December 18, 2017 (as the same has been or may hereafter
be amended, restated or otherwise modified from time to time, the “Credit Agreement”).


 


B. In
connection with the Credit Agreement, Guarantors executed and delivered in favor of Bank that certain Guaranty dated as of December
18, 2017 (as the same has been or may hereafter be amended, restated or otherwise modified from time to time, the “Guaranty”).


 


C. In
connection with the Credit Agreement, the Borrower, Computex, First Byte, and eNET executed and delivered in favor of Bank that
certain Advance Formula Agreement dated as of December 18, 2017 (as the same has been or may hereafter be amended, restated or
otherwise modified from time to time, the “Advance Formula Agreement”).


 


D. Borrower,
Guarantors and Bank now desire to amend the Credit Agreement and Advance Formula Agreement as provided herein.


 


NOW, THEREFORE, in
consideration of the premises herein contained and other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows (all provisions of this Amendment being effective as of the date hereof
unless otherwise stated herein):


 


ARTICLE I


 


Definitions


 


Section 1.1 Definitions.
Capitalized terms used in this Amendment, to the extent not otherwise defined herein, shall have the same meanings as in the Credit
Agreement, as amended hereby.


 


ARTICLE II


 


Amendments to Loan Documents


 


Section
2.1Amendment to Section 1(a) of the Credit Agreement. The following
definition in Section 1(a) of the Credit Agreement is hereby amended and restated to read in its entirety as
follows:


 


“Revolving Credit Note”
shall mean the Second Amended and Restated Master Revolving Note dated June 27, 2019 in the maximum original principal amount of
$20,000,000 made by Borrower payable to the order of Bank, as the same has been or may be renewed, extended, modified, increased,
or restated from time to time.


  






    Second Amendment to Credit Agreement – Page 1


     


    

  


Section 2.2 Amendment
to Advance Formula Agreement. The second introductory paragraph of the Advance Formula Agreement is hereby amended and restated
to read in its entirety as follows:


 


Borrower executed and delivered
unto Bank that certain Second Amendment and Restated Master Revolving Note dated as of June 27, 2019, made in the principal amount
of Twenty Million Dollars ($20,000,000) (as the same may be amended, modified, extended, renewed, restated, substituted and/or
replaced from time to time, and whether in a greater or lesser amount, the “Note”). Debtor’s liabilities, obligations
and indebtedness under or pursuant to the Note are secured pursuant to certain collateral documents entered into from time to time
between Debtor and Bank, including, without limit, that certain Security Agreement dated as of the date hereof, executed and delivered
by Debtor unto Bank (as the same may be amended, modified, extended, renewed, restated, substituted and/or replaced from time to
time, the “Security Agreement”).


 


ARTICLE III


 


Limited Waiver


 


Section 3.1 Limited
Waiver. Borrower has notified Bank that its Total Senior Funded Debt to Adjusted EBITDA Ratio as of fiscal quarter ending September
30, 2018 is 3.85 to 1.00, exceeding the 3.50 to 1.00 maximum requirement set forth in Section 4(k) of the Credit Agreement,
which is an Event of Default under Section 6.1(d) of the Credit Agreement (the “Subject Default”). Subject
to the terms and conditions hereof and upon satisfaction of the conditions set forth in Section 4.1, the Bank hereby agrees
to waive the Subject Default (the "Limited Waiver").


 


Section 3.2 No Other
Waiver. Other than the Limited Waiver, nothing contained herein shall be construed as a consent to or waiver of any Default
or Event of Default (other than the Subject Default) which may now exist or hereafter occur or any violation of any term, covenant
or provision of the Credit Agreement or any other Loan Document. All rights and remedies of Bank are hereby expressly reserved
with respect to any such Default or Event of Default. Nothing contained herein shall affect or diminish the right of Bank to require
strict performance by each Loan Party of each provision of any Loan Document to which such Loan Party is a party, except as expressly
provided herein. Except as amended hereby, all terms and provisions and all rights and remedies of Bank under the Loan Documents
shall continue in full force and effect and are hereby confirmed and ratified in all respects.


 


ARTICLE IV


 


Conditions Precedent


 


Section 4.1 Conditions
Precedent. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent:


 


(a) Bank
shall have received this Amendment properly executed by Borrower, Guarantors and Bank.


 


(b) Bank
shall have received the Second Amended and Restated Master Revolving Note properly executed by Borrower.


   



    Second Amendment to Credit Agreement – Page 2


     


    

 


(c) The
representations and warranties contained herein and in all other Loan Documents, as amended hereby, shall be true and correct in
all material respects as of the date hereof as if made on the date hereof.


 


(d) No
Default or Event of Default (other than the Subject Default) shall have occurred and be continuing.


 


(e) Bank
shall have received such other documents, instruments and agreements as Bank may reasonably require.


 


ARTICLE V


 


Ratifications, Representations and Warranties


 


Section 5.1 Ratifications.
The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth
in the Credit Agreement and except as expressly modified and superseded by this Amendment, the terms and provisions of the Credit
Agreement and the other Loan Documents are ratified and confirmed and shall continue in full force and effect. Each of Borrower,
Guarantors and Bank agree that the Credit Agreement, as amended hereby, and the other Loan Documents shall continue to be legal,
valid, binding and enforceable in accordance with their respective terms. Each Guarantor hereby consents and agrees to this Amendment
and agrees that each Loan Document to which such Person is a party shall remain in full force and effect and shall continue to
(a) in the case of the Guaranty, guarantee the Indebtedness (as defined in the Guaranty) and the other amounts and obligations
as provided in the Guaranty, and (b) be the legal, valid and binding obligation of such Person and enforceable against such Person
in accordance with its terms.


 


Section 5.2 Representations
and Warranties. Each of Borrower and Guarantors hereby represents and warrants to the Bank that (a) with respect to Borrower,
the execution, delivery and performance of this Amendment and any and all other Loan Documents executed and/or delivered in connection
herewith have been authorized by all requisite company or other action on the part of Borrower and will not violate the charter
or organizational documents of Borrower, (b) the representations and warranties contained in the Credit Agreement and each other
Loan Document are true and correct in all material respects on and as of the date hereof as though made on and as of the date hereof
(except for such representations and warranties as are limited by their express terms to a specific date), and (c) effective upon
the execution of this Amendment and the Loan Documents executed in connection herewith, no Default or Event of Default (other than
the Subject Default) has occurred and is continuing.


  


ARTICLE VI


 


Miscellaneous


 


Section 6.1 Survival
of Representations and Warranties. All representations and warranties made in this Amendment or any other document executed
in connection herewith shall survive the execution and delivery of this Amendment, and no investigation by Bank or any closing
shall affect the representations and warranties or the right of Bank to rely upon them.


 


Section 6.2 Reference
to Agreement. Each of the Credit Agreement, the Loan Documents and any and all other agreements, documents, or instruments
now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Credit Agreement and the Loan
Documents, as amended hereby, are hereby amended so that any reference in such documents to the Credit Agreement and the Loan Documents
shall mean a reference to the Credit Agreement and the Loan Documents as amended hereby.


  



    Second Amendment to Credit Agreement – Page 3


     


    

  


Section 6.3 Expenses
of Bank. As provided in the Credit Agreement, Borrower agrees to pay on written demand all reasonable and documented costs
and expenses incurred by Bank in connection with the preparation, negotiation, and execution of this Amendment and any other documents
executed pursuant hereto and any and all amendments, modifications, and supplements thereto, including without limitation the reasonable
costs and fees of Bank’s legal counsel, and all costs and expenses incurred by Bank in connection with the enforcement or
preservation of any rights under the Credit Agreement, as amended hereby, or any other document executed in connection therewith,
including without limitation the costs and reasonable fees of Bank’s legal counsel.


 


Section 6.4 Severability.
Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate
the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable.


 


Section 6.5 Applicable
Law. This Amendment and all other documents executed pursuant hereto shall be deemed to have been made and to be performable
in Dallas, Dallas County, Texas and shall be governed by and construed in accordance with the laws of the State of Texas.


 


Section 6.6 Successors
and Assigns . This Amendment is binding upon and shall inure to the benefit of Bank, Borrower, each Guarantor and their respective
successors, assigns, heirs, executors and personal representatives, except neither Borrower nor any Guarantor may assign or transfer
any of its rights or obligations hereunder without the prior written consent of Bank.


 


Section 6.7 Counterparts.
This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which shall
be an original and all of which taken together shall constitute one and the same agreement. The signature of a party to any counterpart
shall be sufficient to legally bind such party. Bank may remove the signature pages from one or more counterparts and attach
them to any other counterpart for the purpose of having a single document containing the signatures of all parties. Delivery
of an executed counterpart of a signature page to this Amendment by facsimile, emailed portable document format (“pdf”),
or tagged image file format (“tiff”) or any other electronic means that reproduces an image of the actual executed
signature page shall be effective as delivery of an original executed counterpart of a signature page to this Amendment. Any party
sending an executed counterpart of a signature page to this Amendment by facsimile, pdf, tiff or any other electronic means shall
also send the original thereof to Bank within five (5) days thereafter, but failure to do so shall not affect the validity, enforceability,
or binding effect of this Amendment.


 


Section 6.8 Headings.
The headings, captions, and arrangements used in this Amendment are for convenience only and shall not affect the interpretation
of this Amendment.


 


Section 6.9 ENTIRE
AGREEMENT. THE CREDIT AGREEMENT, THIS AMENDMENT AND ALL OTHER INSTRUMENTS, DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED
IN CONNECTION WITH THE CREDIT AGREEMENT OR THIS AMENDMENT EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDE
ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THIS AMENDMENT,
AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE
PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO.


   



    Second Amendment to Credit Agreement – Page 4


     


    

 


Section 6.10 INDEMNIFICATION
OF BANK. EACH OF THE LOAN PARTIES HEREBY AGREES TO INDEMNIFY BANK AND EACH AFFILIATE THEREOF AND THEIR RESPECTIVE OFFICERS,
DIRECTORS, SHAREHOLDERS, EMPLOYEES, ATTORNEYS, AFFILIATES, AND AGENTS (COLLECTIVELY, “RELEASED PARTIES”) FROM,
AND HOLD EACH OF THEM HARMLESS AGAINST, ANY AND ALL LOSSES, LIABILITIES, CLAIMS, DAMAGES, PENALTIES, JUDGMENTS, DISBURSEMENTS,
COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) TO WHICH ANY OF THEM MAY BECOME SUBJECT WHICH DIRECTLY OR INDIRECTLY ARISE
FROM OR RELATE TO (a) ANY AND ALL FAILURES BY SUCH LOAN PARTY TO COMPLY WITH ITS AGREEMENTS CONTAINED IN THE LOAN DOCUMENTS, (b)
THE NEGOTIATION, EXECUTION, DELIVERY, PERFORMANCE, ADMINISTRATION, OR ENFORCEMENT OF ANY OF THE LOAN DOCUMENTS PRIOR TO THE DATE
HEREOF, (c) ANY OF THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS PRIOR TO THE DATE HEREOF, (d) ANY BREACH PRIOR TO THE DATE
HEREOF BY SUCH LOAN PARTY OR SUMMIT OF ANY REPRESENTATION, WARRANTY, COVENANT, OR OTHER AGREEMENT CONTAINED IN ANY OF THE LOAN
DOCUMENTS OR (e) ANY INVESTIGATION, LITIGATION, OR OTHER PROCEEDING, INCLUDING, WITHOUT LIMITATION, ANY THREATENED INVESTIGATION,
LITIGATION, OR OTHER PROCEEDING RELATING TO ANY OF THE FOREGOING (COLLECTIVELY, “RELEASED CLAIMS”). WITHOUT
LIMITING ANY PROVISION OF THIS AMENDMENT, IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO THAT EACH PERSON TO BE INDEMNIFIED
UNDER THIS SECTION SHALL BE INDEMNIFIED FROM AND HELD HARMLESS AGAINST ANY AND ALL LOSSES, LIABILITIES, CLAIMS, DAMAGES, PENALTIES,
JUDGMENTS, DISBURSEMENTS, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) ARISING OUT OF OR RESULTING FROM THE SOLE OR CONTRIBUTORY
NEGLIGENCE OF SUCH PERSON; PROVIDED, HOWEVER, NO PERSON SHALL BE INDEMNIFIED HEREUNDER FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT.


 


Section 6.11 WAIVER
AND RELEASE. TO INDUCE BANK TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH OF THE LOAN PARTIES REPRESENTS AND WARRANTS THAT
AS OF THE DATE OF THIS AMENDMENT IT OR HE HAS NO CLAIMS AGAINST RELEASED PARTIES AND IN ACCORDANCE THEREWITH IT:


 


(a) WAIVER.
WAIVES ANY AND ALL SUCH CLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE OF THIS AMENDMENT; AND


 


(b) RELEASE.
RELEASES, ACQUITS AND FOREVER DISCHARGES RELEASED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE STATE AND FEDERAL LAW,
FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, COUNTERCLAIMS, CONTROVERSIES, COSTS, DEBTS, SUMS OF MONEY, ACCOUNTS,
BONDS, BILLS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY,
WHICH SUCH LOAN PARTY EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF
AND FROM OR IN CONNECTION WITH THIS AMENDMENT, THE LOAN DOCUMENTS OR THE TRANSACTIONS DIRECTLY OR INDIRECTLY CONTEMPLATED THEREBY.


 


Section 6.12 COVENANT
NOT TO SUE. EACH OF THE LOAN PARTIES FURTHER COVENANTS NOT TO SUE THE RELEASED PARTIES ON ACCOUNT OF ANY OF THE RELEASED CLAIMS,
AND EXPRESSLY WAIVES ANY AND ALL DEFENSES IT OR HE MAY HAVE IN CONNECTION WITH ITS OR HIS OBLIGATIONS UNDER THIS AMENDMENT OR THE
OTHER LOAN DOCUMENTS. THIS SECTION IS IN ADDITION TO AND SHALL NOT IN ANY WAY LIMIT ANY OTHER RELEASE, COVENANT NOT TO SUE, OR
WAIVER BY SUCH LOAN PARTY IN FAVOR OF THE RELEASED PARTIES.


  


[Remainder of Page Intentionally Left Blank.
Signature Pages Follow.]


  



    Second Amendment to Credit Agreement – Page 5


     


    

 


Executed as of the date first written above.


 





	 	BORROWER:
	 	 
	 	STRATOS MANAGEMENT SYSTEMS, INC.
	 	 
	 	By:	/s/ Jesus Perez
	 	 	Jesus Perez
	 	 	Chief Financial Officer


 


	 	GUARANTORS:
	 	 
	 	COMPUTEX, INC.
	 	STRATOS MANAGEMENT SYSTEMS HOLDINGS, LLC
	 	FIRST BYTE COMPUTERS, INC.
	 	eNETsolutions, L.L.C.
	 	 
	 	By:	/s/ Jesus Perez
	 	 	Jesus Perez
	 	 	Chief Financial Officer

 of each entity listed above




  



    Second Amendment to Credit Agreement – Signature Page


     


    

 


	 	BANK:
	 	 
	 	COMERICA BANK
	 	 
	 	By:	/s/ Julie M. Brandenburg
	 	 	Julie M. Brandenburg
	 	 	Assistant Vice President




 


 


Second
Amendment to Credit Agreement – Signature Page