SECTION 3. CONSENT. IBM Credit consents to the Proposed Acquisition subject to
the terms and conditions hereof (including, without limitation, Section 4
SECTION 4. CONDITIONS OF EFFECTIVENESS OF CONSENT AND AMENDMENT.
(a) This Amendment shall have been authorized, executed and delivered
by each of the parties hereto and IBM Credit shall have received a copy of a
fully executed Agreement.
(b) IBM Credit shall have received a certified copy of the acquisition
agreement pursuant to which PFS will acquire all of IFP's interest in Holdings
for $332,000 and such agreement shall be in form and substance satisfactory to
(c) IBM Credit shall have received an amended and restated Notes
Payable Subordination Agreement executed by PFS and the Borrower which agreement
shall not allow payment in respect of the indebtedness of the Borrower to PFS
("Secondary Obligations") if such payment would cause the total amount of
Secondary Obligations to be less than eight million dollars ($8,000,000) and
such agreement shall otherwise be in form and substance satisfactory to IBM
SECTION 5. REPRESENTATIONS AND WARRANTIES. Each Loan Party makes to IBM Credit
the following representations and warranties all of which are material and are
made to induce IBM Credit to enter into this Amendment.
SECTION 5.1 ACCURACY AND COMPLETENESS OF WARRANTIES AND REPRESENTATIONS. All
representations made by the Loan Party in the Agreement were true and accurate
and complete in every respect as of the date made, and, as amended by this
Amendment, all representations made by the Loan Party in the Agreement are true,
accurate and complete in every material respect as of the date hereof, and do
not fail to disclose any material fact necessary to make representations not
SECTION 5.2 VIOLATION OF OTHER AGREEMENTS. The execution and delivery of this
Amendment and the performance and observance of the covenants to be performed
and observed hereunder do not violate or cause any Loan Party not to be in
compliance with the terms of any agreement to which such Loan Party is a party.
SECTION 5.3 LITIGATION. Except as has been disclosed by the Loan Party to IBM
Credit in writing, there is no litigation, proceeding, investigation or labor
dispute pending or threatened against any Loan Party, which, if adversely
determined, would materially adversely affect the Loan Party's ability to
perform such Loan Party's obligations under the Agreement and the other
documents, instruments and agreements executed in connection therewith or
SECTION 5.4 ENFORCEABILITY OF AMENDMENT. This Amendment has been duly
authorized, executed and delivered by each Loan Party and is enforceable against
each Loan Party in accordance with its terms.
SECTION 6. RATIFICATION OF AGREEMENT. Except as specifically amended hereby, all
of the provisions of the Agreement shall remain unamended and in full force and
effect. Each Loan Party hereby ratifies, confirms and agrees that the Agreement,
as amended hereby, represents a valid and enforceable obligation of such Loan
Party, and is not subject to any claims, offsets or defenses.
SECTION 7. RATIFICATION OF GUARANTY. Each of Holdings, PFSweb and PFS hereby
ratify and confirm their respective guaranties in favor of IBM Credit and agree
that such guaranties remain in full force and effect and that the term
"Liabilities", as used therein include, without limitation the indebtedness
liabilities and obligations of the Borrower under the Agreement as amended
SECTION 8. GOVERNING LAW. This Amendment shall be governed by and interpreted in
accordance with the laws which govern the Agreement.