||Advances by Borrower to Supplies Distributor, Inc. pursuant to
the Subordinated Demand Note, so long as (1) the aggregate outstanding
principal amount of such Indebtedness does not exceed $6,500,000 (excluding
accrued and unpaid interest) at any time, and (2) before and after giving
effect to such advances no Event of Default has occurred and is continuing;
||Incremental cash Investments by Borrower in or cash advances
to SPRL PFSweb B.V., Priority Fulfillment Services of Canada, Inc., eCOST
Philippine Services LLC, PFSM, LLC and eCOST.com, not to exceed $150,000,
provided that (1) the aggregate amount of all Inflow Transfers after March 30,
2009 and prior to April 30, 2009 equals or exceeds $500,000, and (2) at the
time of each such incremental cash Investment and after giving effect thereto,
no Event of Default has occurred and is continuing.
||Investments which constitute Permitted Distributions,
provided that before and after giving effect to each such Investment, no Event
of Default has occurred and is continuing.
§ 2.2 Interest Rates and Payments. Section 2.3 of the Original Agreement is hereby amended
in its entirety to read as follows:
§ 2.3 Interest Rates, Payments and Calculations. Interest shall accrue on the
Advances and shall be payable as set forth in the Prime References Rate Addendum to Loan and
Security Agreement attached hereto and made a part hereof.
§ 2.3 Fees. Section 2.5(a) of the Original Agreement is hereby amended in its entirety to
read as follows:
(a) Facility Fee. A facility fee in the aggregate amount of $50,000 to be paid
on April 1, 2009.
§ 2.4 Financial Statements.
(a) The due date for the financial statements due for the calendar month of January 2009 under
Section 6.2(a) of the Original Agreement is hereby extended to March 31, 2009.
(b) Section 6.2(j) of the Original Agreement is hereby amended to read as follows:
(j) within 30 days after the last day of each month, Borrower shall deliver to Bank a
Borrowing Base Certificate signed by a Responsible Officer, together with aged listings by
invoice date of accounts receivable and accounts payable; provided that if the average
outstanding amount of Advances during any fiscal quarter of Borrower exceeds forty percent
(40%) of the Committed Revolving Line then in effect, Borrower shall deliver its Borrowing
Base Certificate on a semi-monthly basis during the immediately following fiscal quarter,
such certificates being due within 15 days and 30 days after the