Exhibit 10.1
TENTH AMENDMENT TO FIRST AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
THIS TENTH AMENDMENT TO FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (herein called
this “Amendment”) made as of the 10th day of November, 2011 by and between Priority Fulfillment
Services, Inc. (“Borrower”) and Comerica Bank (“Bank”),
W I T N E S S E T H:
WHEREAS, Borrower and Bank have entered into that certain First Amended and Restated Loan and
Security Agreement dated as of December 29, 2004 (as from time to time amended or modified, the
“Original Agreement”) for the purposes and consideration therein expressed, pursuant to which Bank
became obligated to make loans to Borrower as therein provided; and
WHEREAS, Borrower and Bank desire to amend the Original Agreement to establish a credit line
for equipment financing and for the other purposes set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements
contained herein and in the Original Agreement, in consideration of the loans which may hereafter
be made by Bank to Borrower, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged,
the parties hereto do hereby agree as follows:
ARTICLE I.
Definitions and References
§ 1.1 Terms Defined in the Original Agreement. Unless the context otherwise requires or unless otherwise
expressly defined herein, the terms defined in the Original Agreement shall have the same meanings
whenever used in this Amendment.
§1.2 Other Defined Terms. Unless the context otherwise requires, the following terms when used in this
Amendment shall have the meanings assigned to them in this §1.2:
“Amendment” means this Tenth Amendment to First Amended and Restated Loan and
Security Agreement.
“Loan Agreement” means the Original Agreement as amended hereby
ARTICLE II.
Amendments to Original Agreement
§ 2.1 Credit Extensions. Section 2.1 of the Original Agreement is hereby amended to add the following
subsection (f) thereto: