Second Amendment to Credit Agreement among Westcon Group, Inc., Westcon Group North America, Inc., Westcon Canada Systems (WCSI) Inc., General Electric Capital Corporation, General Electric Capital Canada Inc., HSBC Bank USA, and Other Lenders
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This amendment updates the existing Credit Agreement between Westcon Group, its subsidiaries, and several lenders, including General Electric Capital and HSBC Bank USA. The amendment waives a specific event of default related to an involuntary liquidation proceeding against a Westcon subsidiary and makes several changes to the terms of the original agreement. Some amendments are conditional upon the successful completion of Westcon's initial public offering (IPO). The agreement outlines the parties' obligations, updated definitions, and revised investment and default provisions.
EX-10.13 12 jul0104_ex1013.txt Exhibit 10.13 EXECUTION SECOND AMENDMENT TO CREDIT AGREEMENT BY AND AMONG WESTCON GROUP NORTH AMERICA, INC. AND WESTCON CANADA SYSTEMS (WCSI) INC., AS BORROWERS, WESTCON GROUP, INC., GENERAL ELECTRIC CAPITAL CORPORATION, AS AMERICAN COLLATERAL AGENT AND AS LENDER, GENERAL ELECTRIC CAPITAL CANADA INC., AS CANADIAN COLLATERAL AGENT AND AS LENDER, HSBC BANK USA, AS ARRANGER AND L/C ISSUER TO WESTCON AMERICA, HSBC BANK USA (TORONTO BRANCH), AS L/C ISSUER TO WESTCON CANADA, AND THE OTHER LENDERS, AMONG OTHERS, PARTY THERETO ------------------------------------ This Second Amendment to Credit Agreement, dated as of May 7, 2004 (this "Amendment"), is entered into by and among WESTCON GROUP, INC., a Delaware corporation ("Westcon"), WESTCON GROUP NORTH AMERICA, INC., a New York corporation ("Westcon America"), WESTCON CANADA SYSTEMS (WCSI) INC., a Canadian corporation ("Westcon Canada" and together with Westcon America, "Borrowers"), the other Obligors, HSBC BANK USA, a New York State banking corporation ("HSBC"), as Arranger and L/C Issuer to Westcon America, HSBC BANK USA (TORONTO BRANCH), as L/C Issuer to Westcon Canada and as Lender, GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation, as American Collateral Agent and as Lender, GENERAL ELECTRIC CAPITAL CANADA INC., a Canadian corporation, as Canadian Collateral Agent and as Lender and the other Lenders, among others, party to the Credit Agreement. RECITALS WHEREAS, Westcon, Westcon America, Westcon Canada, the other Obligors, the American Collateral Agent, Canadian Collateral Agent, HSBC and Lenders, are parties to a Credit Agreement, dated as of June 12, 2003, as amended by that certain First Amendment to Credit Agreement, dated as of January 16, 2004 (as so amended and as it may hereafter be further amended, supplemented, restated or otherwise modified from time to time, the "Credit Agreement"). WHEREAS, Westcon and the Borrowers have requested that the Agents and Lenders consent to certain amendments to the Credit Agreement conditioned upon the successful completion of the Westcon IPO (as such term is hereinafter defined) and Agent and Lenders are willing to amend the Credit Agreement in connection with the successful completion of the Westcon IPO, all on the terms and subject to the conditions set forth in this Amendment. WHEREAS, Westcon and the Borrowers have notified the Agents and Lenders that an Event of Default exists under Section 10.1(e), Involuntary Insolvency Proceedings, of the Credit Agreement as a result of an involuntary liquidation proceeding initiated against Westcon Denmark, a Subsidiary of Westcon (such Event of Default, the "Existing Event of Default"). WHEREAS, Borrowers have requested that the Agents and Lenders waive the Existing Event of Default and Agents and Lenders are willing to waive the Existing Event of Default pursuant to, and subject to, the terms and conditions set forth in this Amendment. WHEREAS, the Borrowers, the Agents and the Lenders are desirous of further amending the Credit Agreement as and to the extent set forth herein and pursuant to, and subject to, the terms and conditions set forth in this Amendment. WHEREAS, this Amendment shall constitute a Loan Document and these Recitals shall be construed as part of this Amendment. Capitalized terms used herein without definition are so used as defined in the Credit Agreement. NOW THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, and of the loans or other extensions of credit heretofore, now or hereafter made to, or for the benefit of, Borrowers by Lenders, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Limited Waiver. Agents and Lenders hereby waive the Existing Event of Default. The foregoing waiver is only applicable and shall only be effective in the specific instance and for the specific purpose for which made. Such waiver is expressly limited to the facts and circumstances referred to herein and shall not operate (a) as a waiver of or consent to non-compliance with any other provision of the Credit Agreement or any other Loan Document or to any other non-compliance with the provisions of Section 10.1(e) of the Credit Agreement, (b) as a waiver of any other right, power or remedy of Agents or Lenders under the Credit Agreement or any other Loan Document or (c) as a waiver of or consent to any other Incipient Default or Event of Default under the Credit Agreement or any other Loan Document. 2. Amendments to Credit Agreement. The Credit Agreement is hereby amended as follows: 2.1. Section 1.1, Definitions, of the Credit Agreement is amended as follows: (a) The following definitions are to be inserted in proper alphabetical order: "Second Amendment Closing Date" means May 7, 2004. "Westcon IPO" means an initial public offering of the common stock of Westcon pursuant to an effective registration statement under the Securities Act of 1933, as amended, which results in net proceeds of not less than $50,000,000 and which prices and closes no later than October 31, 2004. (b) The definition of "Swap Agreement" is amended and restated to read in its entirety as follows: "Swap Agreement" means a non-speculative interest rate swap, cap or collar agreement, or any non-speculative agreement for foreign exchange transactions, or any non-speculative 2 arrangement similar to any of the foregoing between (i) any Borrower and any Lender and (ii) Westcon and any Lender or other Person, each as providing for the transfer or mitigation of interest rate or currency risks either generally or under specific contingencies; provided, that any Swap Agreement entered into between Westcon and any Lender or other Person shall be unsecured and be limited in recourse solely to Westcon." 2.2. Section 9.8, Investments and Loans, of the Credit Agreement shall be amended as follows: (a) Clause (i) of Section 9.8 is amended by inserting after the words "set forth on Schedule 9.8 hereof" and before the "," the following: "or investments expressly permitted by Section 9.11 hereof"; (b) Clause (iv) of Section 9.8 is amended by inserting after the words "investments in the Unrestricted Subsidiaries" and before the "." in clause "(iv)" the following: "and equity investments in the North American Subsidiaries". 2.3. Section 9.11, Investments, shall be amended by adding after the words "other than" the following: "investments expressly permitted by Section 9.8 and". 2.4. Section 9.21(b), Fixed Charge Ratio, of the Credit Agreement is amended by deleting after the words "tested quarterly" and before the words "computed on a Trailing 12-Month Basis" the following: "with EBITDA and Fixed Charges to be". 2.3. Section 10.1(e), Defaults, is amended by inserting before the"." at the end of such subsection the following: "provided, that the involuntary liquidation of Westcon Denmark shall not constitute an Event of Default pursuant to this Section 10.1(e).". 2.4. Schedule 4.4, Ventures, Subsidiaries and Affiliates; Outstanding Stock and Obligations, of the Credit Agreement is hereby amended to reflect Westcon Austria's absorption by Westcon Germany and the name exchange between Westcon GmbH and Westcon (Deutchland) all as set forth in Schedule A to this Amendment. 2.5. The name of Westcon Netherlands B.V. has been changed to Westcon Benelux B.V. All references in the Loan Documents to Westcon Netherlands B.V. shall be replaced by Westcon Benelux B.V. 3 3. Amendments to the Credit Agreement Conditioned upon the Westcon IPO. Upon the successful completion of the Westcon IPO, the following Sections of the Credit Agreement shall automatically, and without further act or deed by any Borrower, any other Obligor, any Agent, any Lender or any other Person, be amended as follows: 3.1. Section 1.1, Definitions, of the Credit Agreement shall be amended as follows: (a) The following definitions shall be inserted in proper alphabetical order: "Early Payment Discount Advances" as defined in Section 9.10 hereof. "Liquid Investments" means: (i) marketable securities (A) issued or directly and unconditionally guaranteed as to interest and principal by the United States government or (B) issued by any agency of the United States government the obligations of which are backed by the full faith and credit of the United States, in each case maturing within 14 months after acquisition thereof; (ii) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one year after acquisition thereof and having, at the time of acquisition, a rating of at least A-1 from S&P or at least P-1 from Moody's; (iii) commercial paper maturing no more than one year from the date of acquisition and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody's; (iv) Auction Rate Securities that reset within one year after acquisition and have a rating of at least AA from S&P or at least Aa from Moody's; (v) certificates of deposit or bankers' acceptances issued or accepted by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia that is at least (A) "adequately capitalized" (as defined in the regulations of its primary Federal banking regulator) and (B) has Tier 1 capital (as defined in such regulations) of not less than $250,000,000, in each case maturing within one year after issuance or acceptance thereof; and (v) shares of any money market mutual or similar funds that (A) has substantially all of its assets invested continuously in the types of investments referred to in clauses (i) through (iv) above and (B) has net assets of not less than $500,000,000. (b) "The definition of "Permitted Acquisitions" shall be amended by inserting after the "," in clause "(i)" of the initial paragraph the following: "notwithstanding the foregoing, Westcon may provide additional funding to increase from $20,000,000 to $60,000,000 the aggregate amount for all such investments in any twelve month period, so long as (i) no single investment exceeds $20,000,000, (ii) all additional funding amounts provided by Westcon as part of such $40,000,000 increase from $20,000,000 to $60,000,000 are provided solely by Westcon and not by any Borrower or other Obligor (other than Westcon) and not with the proceeds of any Loan and (iii) any and all such investments so funded by Westcon are undertaken in full compliance with each of the other requirements relating to Permitted Acquisitions set forth herein,". 4 (c) The definition of "Permitted Indebtedness" shall be amended by replacing the ";" at the end of subsection "(g)" with a "," and inserting the following: "or (iii) Early Payment Discount Advances by Westcon to the Borrowers expressly as permitted under, and made in compliance with, the terms and conditions set forth in Section 9.10;". (d) The definition of "Permitted Indebtedness" shall be further amended by changing the subsection designation "(j)" contained therein to "(k)" and adding new subsection designated "(j)" to read as follows: "(j) The issuance by Westcon of an unsecured promissory note in favor of Datatec, which note will refinance certain notes issued by certain Subsidiaries of Westcon to Datatec as currently set forth in Schedule 4.4 to the Credit Agreement, in an aggregate principal amount not to exceed $30,000,000 (after giving effect to the prepayment of such promissory note contemplated by Section 9.10(ii) of this Amendment); provided, that (i) after giving effect to such assumption, all obligations and liabilities under such promissory note are solely of Westcon and there is no recourse to Westcon America, Westcon Canada or any Obligor (other than Westcon) or any of their respective properties or assets; and (ii) the obligation of Westcon to Datatec shall be expressly subordinated to the Obligations under this Amendment and the other Loan Documents and such subordination shall be evidenced by a subordination agreement by and among Westcon, Datatec and the Collateral Agents, which subordination agreement shall be in form and substance satisfactory to the Collateral Agents; 3.2. Section 7.3, Mandatory Prepayment, of the Credit Agreement shall be amended as follows: (a) Clause (i) of Section 7.3 is amended by inserting after the words "dispositions of Inventory" the following: "or monetizations of Liquid Investments". (b) Clause (ii) of Section 7.3 is amended by inserting after the "," the following: "other than the issuance of shares of the common stock of Westcon as part of the Westcon IPO,". 3.3. Section 8.5(c), Additional Reporting, is amended by inserting after the words "as applicable," the following: "(provided that with respect to and solely with respect to Sections 8.3 and 8.4 the Treasurer of Westcon America and Westcon Canada, respectively, may also sign such certificate, schedule or report)". 5 3.4. Section 9.5, Sales of Assets, shall be amended by inserting after the words "Capital Stock," in clause "(i)" the following: "Liquid Investments,". 3.5. Section 9.6, Capital Stock, of the Credit Agreement shall be amended by deleting the second proviso and replacing it with the following: "provided, further, that the foregoing restriction shall not apply to (i) repurchases of the capital stock of Westcon from its chief executive officer in accordance with the put agreement in place with such individual on the Closing Date; and (ii) repurchases of the capital stock of Westcon so long as (x) any such repurchases under clauses (i) or (ii) are funded solely by Westcon, and not with the proceeds of any Loan to Westcon America or Westcon Canada or any other funds of Westcon America, Westcon Canada or any other Obligor (other than Westcon), and (y) both before and after giving effect to any such repurchases, Westcon America shall have Excess Availability in the amount of at least $27,500,000.". 3.6. Section 9.8, Investments and Loans, of the Credit Agreement shall be amended by inserting after the words "in the case of Westcon," and before the words "direct obligations of the United States of America" the following: "Liquid Investments and". 3.7. Section 9.10, Dividends, of the Credit Agreement shall be amended by inserting a "(i)" after the "," following the words "Event of Default hereunder" in the first proviso and by inserting after the words "the prior fifteen (15) days" and before the "." in the second proviso the following: "; (ii) Westcon may (A) use the net proceeds of the Westcon IPO to make a payment to Datatec to repay a portion of the principal balance of the promissory note to be assumed by Westcon as contemplated by and in accordance with the provisions of clause (j) of the definition of Permitted Indebtedness (so that, after giving effect to such prepayment, the principal amount of such promissory note being assumed by Westcon, as contemplated by and in accordance with the provisions of clause (j) of the definition of Permitted Indebtedness, is not more than $30,000,000); and (B) Westcon may make advances from time to time to the Borrowers, in order to allow, and solely for the purpose of allowing, the Borrowers to take advantage of early payment discounts offered by vendors (each such advance, an "Early Payment Discount Advance"); provided, that, before the Borrowers may at any time repay any such advance amounts to Westcon: (1) no Incipient Default or Event of Default shall have occurred and be continuing; and (2) the Borrowers shall have average daily Excess Availability in the amount of at least $27,500,000 for the thirty (30) days prior to any such repayment, as determined by Collateral Agents, and the Borrowers on a combined basis shall have Excess Availability, as determined by Collateral Agents, in the amount of at least $12,000,000 on a pro forma basis after giving effect to any such repayment. In addition Westcon, and only Westcon, may solely with its own cash (i) repay on behalf of Unrestricted 6 Subsidiaries the Obligations of such Unrestricted Subsidiaries to third parties and (ii) make advances to Unrestricted Subsidiaries for the purpose of allowing such Unrestricted Subsidiaries to repay their Obligations to third parties.". 3.8. Section 9.21, Fixed Charge Ratio, of the Credit Agreement shall be amended as follows: (a) Westcon. Section 9.21 shall be amended by replacing the Ratio for the period ending February 29, 2004 and all periods thereafter with the following: "Period Ratio ------ ----- Quarter ending February 29, 2004 1.38 to 1.00 Quarter ending May 31, 2004 1.41 to 1.00 Quarter ending August 31, 2004 1.17 to 1.00 Quarter ending November 30, 2004 1.18 to 1.00 Quarter ending February 28, 2005 1.26 to 1.00 Quarter ending May 31, 2005 1.35 to 1.00 Quarter ending August 31, 2005 1.40 to 1.00 Quarter ending November 30, 2005 1.44 to 1.00 Quarter ending February 28, 2006 1.45 to 1.00" and each Fiscal Quarter thereafter (b) Westcon America. Section 9.21(b) shall be amended by replacing the Ratio for the period ending February 29, 2004 and all periods thereafter with the following: "Period Ratio ------ ----- Quarter ending February 29, 2004 1.40 to 1.00 Quarter ending May 31, 2004 1.37 to 1.00 Quarter ending August 31, 2004 1.28 to 1.00 Quarter ending November 30, 2004 1.30 to 1.00 Quarter ending February 28, 2005 1.37 to 1.00 Quarter ending May 31, 2005 1.37 to 1.00 Quarter ending August 31, 2005 1.44 to 1.00 Quarter ending November 30, 2005 1.46 to 1.00 Quarter ending February 28, 2006 and 1.47 to 1.00" each Fiscal Quarter thereafter 3.9. Minimum Tangible Net Worth. Section 9.22 of the Credit Agreement shall be amended as follows: 7 (a) Westcon. Section 9.22(a) shall be amended by replacing the Amount for the period ending February 29, 2004 and all periods thereafter with the following: "Period Amount ------ ------ Quarter ending February 29, 2004 $198,900,000.00 Quarter ending May 31, 2004 $187,100,000.00 plus NPIPO Quarter ending August 31, 2004 $180,500,000.00 plus NPIPO Quarter ending November 30, 2004 $168,400,000.00 plus NPIPO Quarter ending February 28, 2005 $170,200,000.00 plus NPIPO Quarter ending May 31, 2005 $171,100,000.00 plus NPIPO Quarter ending August 31, 2005 $159,900,000.00 plus NPIPO Quarter ending November 30, 2005 $162,900,000.00 plus NPIPO Quarter Ending February 28, 2006 $152,000,000.00 plus NPIPO where "NPIPO" means the proceeds (exclusive of proceeds of shares sold by selling stockholders other than Westcon pursuant to the overallotment option) received by Westcon at the closing of the Westcon IPO net of underwriting discounts and fees, costs and expenses of the Westcon IPO and less the amount used to repay a portion of the Datatec promissory note as contemplated by Section 3.1(d) of this Amendment." (b) Westcon America. Section 9.22(b) shall be amended by replacing the Amount for the period ending February 29, 2004 and all periods thereafter with the following: "Period Amount ------ ------ Quarter ending February 29, 2004 $153,100,000.00 Quarter ending May 31, 2004 $151,000,000.00 Quarter ending August 31, 2004 $152,500,000.00 Quarter ending November 30, 2004 $155,200,000.00 Quarter ending February 28, 2005 $157,800,000.00 Quarter ending May 31, 2005 $158,900,000.00 Quarter ending August 31, 2005 $161,500,000.00 Quarter ending November 30, 2005 $164,200,000.00 Quarter Ending February 28, 2006 $166,300,000.00" 3.10. Section 10.1"(o)", Defaults, of the Credit Agreement shall be amended and restated in its entirety as follows: "(o) (i) In the event Westcon no longer owns all of the capital stock of Borrowers and its other North American Subsidiaries or Borrowers no longer own all of the capital stock of their respective Subsidiaries, or there is a change in the occupation of a majority of the seats on any of 8 their respective Boards of Directors or management committees by Persons who are neither nominated by the Boards of Directors or management committees on the date hereof or appointed by a Board of Directors or management committees so nominated or (ii) (x) any person or group of persons (within the meaning of the Securities Exchange Act of 1934) (other than Datatec or a wholly-owned Subsidiary of Datatec) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934) of 20% or more of the issued and outstanding shares of Stock of Westcon having the right to vote for the election of directors of Westcon under ordinary circumstances or (y) during any period of twelve consecutive calendar months, individuals who at the beginning of such period constituted the board of directors of Westcon (together with any new directors whose election by the board of directors of Westcon or whose nomination for election by the stockholders of Westcon was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason other than death or disability to constitute a majority of the directors then in office.". 3.11. Schedule 4.4, Ventures, Subsidiaries and Affiliates; Outstanding Stock and Obligations, of the Credit Agreement shall be amended to the extent necessary to reflect the Westcon IPO and sale of its common stock to the public pursuant to the Weston IPO. 4. Representations and Warranties of the Borrower. Each of the Borrowers, Westcon and each of the other Obligors jointly and severally hereby represent and warrant that as of the Second Amendment Closing Date: 4.1. The execution, delivery and performance by each of the Borrowers, Westcon and each of the Obligors of this Amendment has been duly authorized by all necessary corporate action, including, without limitation, all necessary action by its board of directors and stockholders, and that this Amendment is a legal, valid and binding obligation of each of the Borrowers, Westcon and each of the Obligors enforceable against it in accordance with its terms, except as the enforcement hereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors' rights generally or to general principles of equity. 4.2. The execution, delivery and performance of this Amendment by each of the Borrowers, Westcon and each of the Obligors does not, and will not, contravene or conflict with any provision of (i) law, (ii) any judgment, decree or order, or (iii) the certificate or articles of incorporation or by-laws of either of the Borrowers, Westcon and any Obligor, and does not, and will not, contravene or conflict with, or cause any Lien to arise under, any provision of any agreement, mortgage, lease, instrument or other document binding upon or otherwise affecting either of the Borrowers, Westcon and any Obligors or any property of either of the Borrowers, Westcon or any Obligor or any Subsidiary thereof. 4.3. All of 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 if made on the date hereof and that except for the Existing Event of Default, no Default 9 or Event of Default exists under the Credit Agreement or any other Loan Document or will exist after or be triggered by the execution and delivery of this Amendment. In addition, each of the Borrowers, Westcon and each of the Obligors hereby represents and warrants that the Credit Agreement and each of the other Loan Documents remains in full force and effect. 5. Conditions Precedent to Amendments. The amendments contemplated by Section 2 hereof are subject to the satisfaction of each of the following conditions precedent: 5.1. Amendment. This Amendment shall have been duly executed and delivered by each of the Borrowers, Westcon, each of the Obligors and each of the Required Lenders. 5.2. No Default. Other than the Existing Event of Default, no Default or Event of Default shall have occurred and be continuing. 5.3. Representations and Warranties. On and as of the date hereof, the representations and warranties contained in Article 4 of the Credit Agreement and in Section 4 of this Amendment shall be true and correct as though made on such date, except, in the case of representations and warranties contained in Article 4 of the Credit Agreement which speak solely as of a specific date, in which event such representations and warranties shall be true and current as of such specific date. 5.4. Documentation. Each of the Borrowers, Westcon and each of the other Obligors shall have delivered to the American Collateral Agent such other documents as the American Collateral Agent may reasonably request each duly executed and dated the date hereof, in form and substance satisfactory to the American Collateral Agent. 6. Conditions Precedent to Amendments Conditioned upon the Successful Completion of a Westcon IPO. The amendments contemplated by Section 3 hereof are subject to the satisfaction of each of the conditions precedent set forth in Section 5 of this Amendment and, in addition, shall be subject to the satisfaction of the following additional condition precedent: 6.1. Westcon IPO. The Westcon IPO shall have been successfully completed. 7. Reference to and Effect Upon the Credit Agreement and other Loan Agreements. 7.1. Except as specifically provided in Sections 1, 2 and 3 above, the Credit Agreement and each other Loan Document shall remain in full force and effect and is hereby ratified and confirmed. 7.2. The execution, delivery and effect of this Amendment shall be limited precisely as written and shall not be deemed to (i) be a consent to any waiver of any term or condition (except for the specific waiver in Section 1 above), or to any amendment or modification of any term or condition (except for the specific amendments provided in Sections 2 and 3 above), of the Credit Agreement or any other Loan Document or (ii) prejudice any right, power or remedy which the Agents or any Lender now has or may have in the future under or in connection with the Credit Agreement or any other Loan Document. 10 7.3. Each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or any other word or words of similar import shall mean and be a reference to the Credit Agreement as amended hereby, and each reference in any other Loan Document to the Credit Agreement or any word or words of similar import shall be and mean a reference to the Credit Agreement as amended hereby. 8. Acknowledgment and Consent of Obligors. Each Obligor hereby consents to this Amendment and hereby confirms and agrees that (a) notwithstanding the effectiveness of this Amendment, the Guaranties and each other Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, and (b) the Collateral Documents to which such Obligor is a party and all of the Collateral described therein do, and shall continue to, secure the payment of all of the Obligations (in each case, as defined therein). 9. Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed an original but all such counterparts shall constitute one and the same instrument. Delivery of an executed counterpart to this Amendment by facsimile machine shall be as effective as delivery of a manually executed counterpart of this Amendment. 10. Costs and Expenses. As provided in Section 7.5 of the Credit Agreement, Borrower shall pay on demand all fees, costs and expenses incurred by the Arranger and Collateral Agents in connection with the preparation, execution and delivery of this Amendment (including, without limitation, all attorneys' fees). 11. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW PROVISIONS) OF THE STATE OF NEW YORK. 12. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose. [SIGNATURE PAGES FOLLOW] 11 IN WITNESS WHEREOF, this Amendment to the Credit Agreement has been duly executed as of the date first written above. WESTCON GROUP, INC. By: /s/ John P. O'Malley ------------------------------------- Name: John P. O'Malley Title: Vice President WESTCON GROUP NORTH AMERICA, INC. By: /s/ John P. O'Malley ------------------------------------- Name: John P. O'Malley Title: Vice President Second Amendment to Credit Agreement WESTCON CANADA SYSTEMS (WCSI) INC. By: /s/ John P. O'Malley ------------------------------------- Name: John P. O'Malley Title: Vice President EASTPRO SERVICES, INC., as an Obligor By: /s/ John P. O'Malley ------------------------------------- Name: John P. O'Malley Title: Vice President Second Amendment to Credit Agreement HSBC BANK USA, as Arranger, as American L/C Issuer and as an American Lender By: /s/ Patricia Tostanoski ------------------------------------- Name: Patricia Tostanoski Title: Vice President Second Amendment to Credit Agreement GENERAL ELECTRIC CAPITAL CORPORATION, as American Collateral Agent and an American Lender By: /s/ Howard Weinberg ------------------------------------- Duly Authorized Signatory Second Amendment to Credit Agreement LASALLE BUSINESS CREDIT LLC, as an American Lender By: /s/ Stephen A. Caffrey ------------------------------------- Name: Stephen A. Caffrey Title: Vice President Second Amendment to Credit Agreement GENERAL ELECTRIC CAPITAL CANADA INC., as Canadian Collateral Agent and a Canadian Lender By: /s/ Stephen B. Smith ------------------------------------- Name: Stephen B. Smith Title: Senior Vice President Second Amendment to Credit Agreement HSBC BANK USA (Toronto Branch), as Canadian L/C Issuer and a Canadian Lender By: /s/ Patricia Tostanoski ------------------------------------- Name: Patricia Tostanoski Title: Vice President Second Amendment to Credit Agreement THE CIT GROUP/BUSINESS CREDIT, INC., as an American Lender By: /s/ Eddy L. Milstein ------------------------------------- Name: Eddy L. Milstein Title: Vice President Second Amendment to Credit Agreement ABN AMRO BANK, N.V., Canadian Branch, as a Canadian Lender By: /s/ Darcy Mack/D. Keith Hughes ------------------------------------- Name: Darcy Mack/D. Keith Hughes Title: Vice President/ Senior Vice President Second Amendment to Credit Agreement CITIZENS BUSINESS CREDIT COMPANY, a division of Citizens Leasing Corp. as an American Lender By: /s/ Vincent P. O'Leary ------------------------------------- Name: Vincent P. O'Leary Title: Senior Vice President Second Amendment to Credit Agreement SIEMENS FINANCIAL SERVICES, INC., as an American Lender By: /s/ Frank Amodio ------------------------------------- Name: Frank Amodio Title: Vice President - Credit Second Amendment to Credit Agreement CONGRESS FINANCIAL CORPORATION (CENTRAL), as an American Lender By: /s/ Laura Dixon ------------------------------------- Name: Laura Dixon Title: Assistant Vice President Second Amendment to Credit Agreement CONGRESS FINANCIAL CORPORATION, (CANADA), as a Canadian Lender By: /s/ Laura Dixon ------------------------------------- Name: Laura Dixon Title: Assistant Vice President Second Amendment to Credit Agreement SIEMENS FINANCIAL SERVICES, LIMITED, as a Canadian lender By: /s/ W. T. Zadrozny ------------------------------------- Name: W. T. Zadrozny Title: Chairman & CEO Second Amendment to Credit Agreement CIT FINANCIAL LTD., as a Canadian Lender By: /s/ Kenneth I. Brown ------------------------------------- Name: Kenneth I. Brown Title: Executive Vice President Second Amendment to Credit Agreement CITIZENS BUSINESS CREDIT COMPANY, a division of Citizens Leasing Corp. as a Canadian Lender By: /s/ Vincent P. O'Leary ------------------------------------- Name: Vincent P. O'Leary Title: Senior Vice President Second Amendment to Credit Agreement SCHEDULE A See attached SCHEDULE 4.4 ------------ Ventures, Subsidiaries, Affiliates, Stock & Obligations ------------------------------------------------------- Ventures -------- Westcon and Borrowers do not have any joint ventures or similar arrangements. Subsidiaries ------------
Second Amendment to Credit Agreement
Second Amendment to Credit Agreement
Second Amendment to Credit Agreement
Second Amendment to Credit Agreement
Second Amendment to Credit Agreement
Affiliates. ----------- Datatec Limited and the following Datatec Limited subsidiaries: Datatec Management Services (Pty) Ltd RangeGate (Pty) Ltd Westcon AME (Pty) Ltd Affinity Logic Holdings (Pty) Ltd Affinity Logic Management Services (Pty) Ltd Affinity Logic (Pty) Ltd Destiny Ecommerce (Pty) Ltd Quickcut Pre Press Networks SA (Pty) Ltd Logical (UK) Ltd Logical e-Business Solutions Ltd Logical GmbH Logical Group Ltd Logical Group Services Ltd (formerly Datatec Group Services Ltd) Logical Group Services SA Logical Networks GmbH Logical Networks SA Logical South America Ltd Second Amendment to Credit Agreement Logical Strategy Ltd Logical Technologies Group Ltd Regreb BV Satelcom UK Ltd Catalyst IT Partners Ltd Mason Group Ltd Mason Communications Ltd Mason Communicatiosn Ireland Ltd Datatec UK Holdings Ltd Rangegate Mobile Solutions Ltd Logical e-Business Solutions, Inc. Logical Networks, Inc. Logical US Holdings, Inc. Network I US, Inc. Softnet - Logical SA (formerly Softnet SA) Softnet - Logical Paraguay S.A. Softnet - Logical Urguay SA (formerly Softnet Uruguay SA) Softnet-Logical Comercial Importadora, Exportadora e de Servicos Ltda X-Net Cuyo SA Logical Australia (Pty) Ltd (formerly Logical Systems (Pty) Ltd) Logical Networks Ltd Logical CSI Ltd Logical Networks Ltd Logical Secure Ltd Mentum Secure Ltd Datatec International Holdings Ltd Online Distribution Ltd Stock ----- See Subsdiaries Schedule 4.4. Stock Obligations. ------------------ Westcon Group, Inc. Stock Option Plan. Stock Option Agreement between Westcon and John McCartney dated July 17, 2002. Stock Option Agreement between Westcon and Alan Marc Smith dated July 1, 2001, as amended. Put Option Agreement between Alan Marc Smith and Westcon dated July 1, 2001. Obligations (other than Indebtedness of Westcon, Borrowers and their Subsidiaries) -------------------------------------------------------------------- Second Amendment to Credit Agreement Schedule 4.4 Other Obligations of Westcon, Borrowers and Subsidiaries as of 4/30/03 See Schedule 1.1(a) and Schedule 4.18
Second Amendment to Credit Agreement
Guarantees - ---------- Intercompany Guarantees
Second Amendment to Credit Agreement
Second Amendment to Credit Agreement
