"Obligations": all covenants, agreements, warranties, duties, representations,
loans, advances, interest (including interest accruing on or after the filing of
any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding, relating to any Loan Party, whether or not a
claim for post-filing or post-petition interest is allowed in such proceeding),
fees, reasonable expenses, indemnities, liabilities and Indebtedness of any kind
and nature whatsoever now or hereafter arising, owing, due or payable from any
Loan Party to IBM Credit.
"Open Approvals": Product Advances committed to be made by IBM Credit under this
Agreement for which (1) Products have not been delivered by Authorized Supplier
to Borrower or (2) Products have been delivered to Borrower but for which IBM
Credit has not received the invoice associated with such Products from
Authorized Supplier.
"Other Charges": as set forth in Attachment A.
"Other Documents": all security agreements, mortgages, leases, instruments,
documents, guarantees, schedules of assignment, contracts and similar agreements
executed by any Loan Party and delivered to IBM Credit, pursuant to this
Agreement, including, without limitation, the collateralized guaranty executed
by Holdings in favor of IBM Credit, the collateralized guaranty executed by PFS
in favor of IBM Credit, the corporate guaranty executed by PFSweb in favor of
IBM Credit, the notes payable subordination agreement between IBM Credit and
PFS, the Holdings Stock Pledge Agreement, the Borrower Stock Pledge Agreement
and all amendments, supplements and other modifications to the foregoing from
time to time.
"Outstanding Advances": at any time of determination, the sum of (1) the unpaid
principal amount of all Outstanding A/R Advances and Outstanding Product
Advances made by IBM Credit under this Agreement, and (2) any finance charge,
fee, expense or other amount related to Advances charged to Borrower's account
with IBM Credit.
"Outstanding A/R Advances": at any time of determination, the sum of (1) the
unpaid principal amount of all A/R Advances made by IBM Credit under this
Agreement; and (2) any finance charge, fee, expense or other amount related to
A/R Advances charged to Borrower's account with IBM Credit.
"Outstanding Product Advances": at any time of determination, the sum of (1) the
unpaid principal amount of all Product Advances made (including Open Approvals
issued) by IBM Credit under this Agreement; and (2) any finance charge, fee,
expense or other amount related to Product Advances charged to Borrower's
account with IBM Credit.
"Patents": (i) all letters patent including, without limitation, all utility
patents, design patents, industrial designs and utility model registrations of
the United States or any other country, or any political subdivision thereof and
all reissues and extensions thereof, including, without limitation, those listed
on Attachment B, (ii) all applications for letters patent of the United States
or any other country and all divisions, continuations and continuations-in-part
thereof, including, without limitation, those listed on Attachment B, and (iii)
all rights to obtain any reissues, reexaminations, or extensions of the
foregoing.
"PBGC": as defined in Section 6.12.
"Permitted Indebtedness": shall mean any of the following:
(1) Indebtedness to IBM Credit;
(2) Indebtedness of BSD Europe to IBM Nederland Financieringen B.V. ("INF") and
the guaranty thereof by Holdings in a principal amount not to exceed the lesser
of (a) 17,000,000 Euros and (b) the amount of the credit line between BSD Europe
and INF;
(3) Indebtedness described in Section VIII of Attachment B;
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