Amendment 13 to Agreement for Inventory Financing
AMENDMENT NO. 13
AGREEMENT FOR INVENTORY FINANCING
This Amendment No. 13 (Amendment) to the Agreement for Inventory Financing is made as of March 28, 2012 by and among IBM Credit LLC, a Delaware limited liability company
(IBM Credit), Business Supplies Distributors Holdings, LLC, a limited liability company duly organized under the laws of the state of Delaware (Holdings), Supplies Distributors, Inc. (formerly known as BSD
Acquisition Corp.), a corporation duly organized under the laws of the state of Delaware (Borrower), Priority Fulfillment Services, Inc., a corporation duly organized under the laws of the state of Delaware (PFS) and
PFSweb, Inc., a corporation duly organized under the laws of the state of Delaware (PFSweb) (Borrower, Holdings, PFS, PFSweb, and any other entity that executes this Agreement or any Other Document, including without limitation
all Guarantors, are each individually referred to as a Loan Party and collectively referred to as Loan Parties).
A. Each Loan Party and IBM Credit have entered into that
certain Agreement for Inventory Financing dated as of March 29,
2002 (as amended, supplemented or otherwise modified from time to time, the Agreement); and
B. The parties have agreed to modify the Agreement as more specifically set forth below, upon and subject to the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Borrower, the other Loan Parties and IBM Credit hereby agree as follows:
Section 1. Definitions. All
capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Agreement.
Section 2. Amendment.
Subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, the Agreement is hereby
amended as of March 31, 2012 as follows:
A. The definition of Termination Date is hereby deleted its
B. Section 8.6 of the Agreement is hereby amended by amending this Section to read in its entirety as follows:
8.6. Restricted Payments. Borrower will not, directly or indirectly make any of the following payments (Restricted
Payments) without prior written consent from IBM Credit, which shall not be unreasonably delayed or denied: (i) declare or pay any dividend (other than dividends payable solely in common stock of Borrower) on, or make any payment on
account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of capital stock of Borrower or any warrants, options or rights to purchase
any such capital stock or Equity Interests, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Borrower; or (ii) make any
optional payment or prepayment on or redemption (including, without limitation, by making payments to a sinking or analogous fund) or repurchase of any Indebtedness (other than the Obligations), provided, however, that Borrower (a) may
in the ordinary course of administration thereof make payments on the revolving