SECOND AMENDMENT TO ACCOUNTS RECEIVABLE FINANCING AGREEMENT
SECOND AMENDMENT TO ACCOUNTS
RECEIVABLE FINANCING AGREEMENT
This SECOND AMENDMENT, dated as of
March 3, 2009, is by and between DESKTOP ACQUISITION SUB, INC. D/B/A INTERCLICK,
INC. (“Client”) and CRESTMARK COMMERCIAL CAPITAL LENDING LLC
(“Crestmark”).
RECITALS
A. Client
and Crestmark (the “Parties”) are parties to a certain Accounts Receivable
Financing Agreement, dated as of November 12, 2008 (the “Agreement”) and a
certain Amendment to Accounts Receivable Financing Agreement, dated as of
November 24, 2008 (the “First Amendment”).
B. The
Parties have agreed to amend the Agreement pursuant to the terms
hereof.
NOW, THEREFORE, in consideration of the
premises, and intending to be legally bound hereby, the parties hereby agree as
follows:
AGREEMENT
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1.
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Amendment of
Agreement.
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Section
26.1 of the Agreement is hereby deleted in its entirety and replaced with the
following:
“26.1 This Agreement
will be effective for an initial term of eighteen (18) months, commencing with
the Effective Date as set forth below and will continue thereafter automatically
renewing annually unless terminated by either party upon written notice of
termination sent not less than thirty (30) nor more than ninety (90) days prior
to the next anniversary date hereof specifying such party's intention to
terminate this Agreement on the next anniversary date.”
Just as clarification, the initial term
will now be in effect until May 12, 2010 and will continue to automatically
renew annually thereafter unless terminated per the provisions set forth in the
Agreement.
2. Effect of this
Agreement. Except as modified pursuant hereto, the Agreement
is specifically ratified, restated and confirmed by all parties thereto as of
the date hereof. To the extent of any conflict between the terms of
this Amendment, the First Amendment and the Agreement, the terms of this
Amendment shall control.
3. Counterparts. This
Amendment may be executed in any number of counterparts, all of which taken
together shall constitute one agreement, provided that, this
Amendment shall not become effective until all counterparts hereof have been
executed by all parties hereto.
The parties hereto have caused this
Amendment to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first above written.
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DESKTOP ACQUISITION SUB, INC. D/B/A INTERCLICK, INC.
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BY:
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/s/ Xxxxxxx Xxxxxxx
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Xxxxxxx
Xxxxxxx, CEO
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CRESTMARK
COMMERCIAL CAPITAL LENDING LLC
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BY:
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/s/ Xxxxxxx X. Xxxxx
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XXXXXXX
X. XXXXX, President
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