Exhibit 10.2
AMENDMENT NO. 10
TO
AGREEMENT FOR INVENTORY FINANCING
This Amendment No. 10 (“Amendment”) to the Agreement for Inventory Financing is made as of
March ___, 2009 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”).
RECITALS:
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.
AGREEMENT
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 precedents set forth in Section 3 hereof, the
Agreement is hereby amended as follows:
A. Section 1 of the Agreement is hereby amended by amending the definition of “Amended and
Restated Notes Payable Subordination Agreement” to read in its entirety as follows:
“Amended and Restated Notes Payable Subordination Agreement”: “the Seventh Amended and
Restated Notes Payable Subordination Agreement dated March ___, 2009 executed by PFS in favor of IBM
Credit.”
B. Section 1 of the Agreement is hereby amended by amending the definition of “Termination
Date” to read in its entirety as follows:
“Termination Date”: shall mean April 10, 2010 or such other date as IBM Credit and the
Borrower may agree to from time to time in writing.”
C. Section 8.6 of the Agreement is hereby amended by amending this Section to read in its
entirety as follows: