AMENDMENT TO AGREEMENT FOR WHOLESALE FINANCING (Amendment No. 1)
EXHIBIT 10.52
AMENDMENT TO AGREEMENT FOR WHOLESALE FINANCING
(Amendment No. 1)
This Amendment to Agreement for Wholesale Financing ("Amendment") is entered into as of this 12th day of March, 2004, by and among PC Mall, Inc., formerly known as IdeaMall, Inc, a Delaware corporation having a principal place of business located at 0000 X. 000xx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000 ("PCM"), PC Mall Sales, Inc., formerly known as Creative Computers, Inc., a California corporation having a principal place of business located at 0000 X. 000xx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000 ("PCMS"), xxxxx.xxx, Inc., a Delaware corporation having a principal place of business located at 0000 X. 000xx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000 ("ECI"), xXxxxx.xxx, Inc., a Delaware corporation having a principal place of business located at 0000 X. 000xx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000 ("XXX"), CCIT, Inc., formerly known as Creative Computers Integrated Technologies, Inc., a Delaware corporation having a principal place of business located at 0000 Xxxxx Xxxx, Xxx Xxxxx Xxxxxxx, Xxxxxxxx 00000 ("CCIT"), ComputAbility Limited, a Delaware corporation having a principal place of business located at North 92 West, 00000 Xxxxxxx Xxxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxxx 00000 ("CAL"), WF Acquisition Sub, Inc., a Delaware corporation having a principal place of business located at 00 Xxxxxx, Xxxxxx, Xxxxxxxxxx 00000 ("WFA"), AF Services, Inc., a Delaware corporation having a principal place of business located at 0000 X. 000xx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000 ("AFS"), PC Mall Gov, Inc., a Delaware corporation having a principal place of business located at 0000 Xxxxxxxxxxx Xxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx 00000 ("PCMG"), SIFY, Inc., formerly known as ClubMac, Inc., a Delaware corporation having a principal place of business located at 00 Xxxxxx, Xxxxxx, Xxxxxxxxxx 00000 ("CMI"), Onsale, Inc., a Delaware corporation having a principal place of business located at 0000 X. 000xx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000 ("OSI"), AV Acquisition, Inc., a Delaware corporation having a principal place of business located at 0000 X. 000xx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000 ("AVA"), Mall Acquisition 1, Inc., a Delaware corporation having a principal place of business located at 0000 X. 000xx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000 ("MA1"), and Mall Acquisition 2, Inc., a Delaware corporation having a principal place of business located at 0000 X. 000xx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000 ("MA2"). (PCM, PCMS, ECI, XXX, CCIT, CAL, WFA, AFS, PCMG, CMI, OSI, AVA, MA1 and MA2 are referred to herein, individually, collectively, and jointly and severally, as "Borrower") and GE Commercial Distribution Finance Corporiation (CDF").
WITNESSETH:
WHEREAS, Borrower and CDF are parties to that certain Agreement for Wholesale Financing dated as of March 17, 2003 (as amended, the "Agreement"); and
WHEREAS, Borrower and CDF desire to extend the Agreement so that it does not terminate on March 14, 2004.
NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Borrower and CDF hereby agree as follows:
1. The first sentence of Section 1 of the Agreement is restated in its entirety to read as follows:
"Subject to the terms of this Agreement, CDF may extend credit to Borrower from time to time to purchase inventory from CDF approved vendors ("Vendors") up to a maximum amount outstanding (including, without limitation, the amount of all approvals issued by CDF to Vendors for which CDF has not transferred funds and all accrued and unpaid interest charges and unused facility fees) at any time not to exceed Five Million Dollars ($5,000,000.00), subject to increase pursuant to the last sentence of Section 3, below (the "Inventory Facility Amount")."
2. The first sentence of Section 18 of the Agreement is restated in its entirety to read as follows:
"Except as set forth in this Section 18, this Agreement shall terminate on April 14, 2004 (the "Scheduled Termination Date")."
3. No Other Modifications. Except as previously modified or amended herein, all other terms and provisions of the Agreement shall remain unmodified and in full force and effect and the Agreement, as hereby amended, is ratified and confirmed by DFS and Dealer.
4. Capitalized Terms. Except as otherwise defined herein, all capitalized terms will have the same meanings set forth in the Agreement.
5. Notwithstanding anything herein to the contrary: (a) each of the parties hereto may rely on any facsimile copy hereof, and (b) such facsimile copy will be deemed an original, and the best evidence thereof for all purposes.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date above written.
GE COMMERCIAL DISTRIBUTION PC MALL, INC.
FINANCE CORPORATION
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx Xxxxxxx
Xxxxx X. Xxxxx Xxxxx Xxxxxxx, President
Vice President of Operations
ATTEST:
/s/ Xxxxxxxx Xxxxxxx
Xxxxxxxx Xxxxxxx, Secretary
PC MALL SALES, INC.
By: /s/ Xxxx Xxxx
Xxx Xxxx, President
ATTEST:
/s/ Xxxx Xxxxx
Xxxx Xxxxx, Secretary
XXXXX.XXX, INC.
By: /s/ Xxxx Xxx
Xxxx Xxx, President
ATTEST:
/s/ Xxxx Xxx
Xxxx Xxx
XXXXXX.XXX, INC.
By: /s/ Xxx XxXxxxx
Xxx XxXxxxx, President
ATTEST:
/s/ Xxxxxxxx Xxxxxxx
Xxxxxxxx Xxxxxxx, Secretary
CCIT, INC.
By: /s/ Xxxxxxx Xxxxx
Xxxx Xxxxx, President
ATTEST:
/s/ Xxxx Xxxxxxx
Xxxx Xxxxxxx, Secretary
COMPUTABILITY LIMITED
By: /s/ Xxxx Xxxxxx
Xxxx Xxxxxx, President
[/s/ PZ___] This corporation has only one officer
WF ACQUISITION SUB, INC.
By: /w/ Xxxxxxx X. Xxxxx
Xxxx Xxxxx, President
ATTEST:
/s/ Xxxxx X. Xxxxxx
Xxxxx Xxxxxx, Secretary
AF SERVICES, INC.
By: /s/ Xxxxx Xxxxxxxxx
Xxxxx Xxxxxxxxx, President
ATTEST:
/s/ Xxxx Xxxx
Xxxx Xxxx, Secretary
PC MALL GOV, INC.
By: /s/ Xxxx Xxxxxxx
Xxxx Xxxxxxx, President
ATTEST:
/s/ Xxxxxx Xxxxx
Xxxxxx Xxxxx, Secretary
SIFY, INC. formerly known as
CLUBMAC, INC.
By: /s/ Read Xxxxxx
Read Xxxxxx, President
ATTEST:
/s/ Read Xxxxxx
Read Xxxxxx
ONSALE, INC.
By: /s/ Xxx Xxxxxxx
Xxx Xxxxxxx, President
ATTEST:
/s/ Xxx Xxxxxxx
Xxx Xxxxxxx
AV ACQUISITION, INC.
By: /s/ Xxxxx Xxxxxxx
Xxxxx Xxxxxxx, President
ATTEST:
/s/ Xxxxxxxx Xxxxxxx
Xxxxxxxx Xxxxxxx, Secretary
MALL ACQUISITION 1, INC.
By: /s/ Xxxxx Xxxxxxx
Xxxxx Xxxxxxx, President
ATTEST:
/s/ Xxxxxxxx Xxxxxxx
Xxxxxxxx Xxxxxxx, Secretary
MALL ACQUISITION 2, INC.
By: /s/ Xxxxx Xxxxxxx
Xxxxx Xxxxxxx, President
ATTEST:
/s/ Xxxxxxxx Xxxxxxx
Xxxxxxxx Xxxxxxx, Secretary
CONSENT
Congress Financial Corporation (Western), a California corporation consents to the terms of the foregoing Amendment to Agreement for Wholesale Financing (Amendment No. 1).
CONGRESS FINANCIAL CORPORATION (WESTERN)
By: /s/ Xxxx X. Xxxxxxxxx Xxxx X. Xxxxxxxxx
Its: Vice President
