LOAN AND SECURITY AGREEMENT DATED AS OF JULY 31, 2004 BY AND AMONG SALESLINK CORPORATION, INSOLUTIONS INCORPORATED, ON-DEMAND SOLUTIONS, INC., PACIFIC DIRECT MARKETING CORP., SALESLINK MEXICO HOLDING CORP. AND SL SUPPLY CHAIN SERVICES INTERNATIONAL...Loan and Security Agreement • October 14th, 2004 • Cmgi Inc • Services-direct mail advertising services • Illinois
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is made as of the 31st day of July, 2004 by and among SALESLINK CORPORATION, a Delaware corporation (“SalesLink”), INSOLUTIONS INCORPORATED, a Delaware corporation (“InSolutions”), ON-DEMAND SOLUTIONS, INC., a Massachusetts corporation (“On-Demand”), PACIFIC DIRECT MARKETING CORP., a California corporation (“Pacific Direct”), SALESLINK MEXICO HOLDING CORP., a Delaware corporation (“SalesLink Mexico”), SL SUPPLY CHAIN SERVICES INTERNATIONAL CORP., a Delaware corporation (“SL Supply”) (each herein called a “Borrower” and collectively, the “Borrowers”), the lenders party hereto (herein collectively called the “Lenders” and each individually called a “Lender”) and LASALLE BANK NATIONAL ASSOCIATION, as a Lender and as Agent for Lenders.
LIMITED LIABILITY COMPANY AGREEMENT OF @VENTURES V, LLCLimited Liability Company Agreement • October 14th, 2004 • Cmgi Inc • Services-direct mail advertising services • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT of @Ventures V, LLC (the “LLC”) dated as of May 14, 2004, is by and among the persons named on Schedule A attached hereto, each of whom is designated as a Managing Member or an Associate Member.
PARENT GUARANTYParent Guaranty • October 14th, 2004 • Cmgi Inc • Services-direct mail advertising services • Illinois
THIS PARENT GUARANTY (this “Guaranty”) is made on July 31, 2004 by CMGI, Inc., a Delaware corporation (the “Guarantor”), to and for the benefit of LaSalle Bank National Association as agent for the Lenders (as defined below) (herein, in such capacity, called the “Agent”).
CMG @VENTURES III, LLC AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • October 14th, 2004 • Cmgi Inc • Services-direct mail advertising services • Delaware
THIS AMENDMENT, dated as of the 31st day of December, 2003, to the Limited Liability Company Agreement of CMG@Ventures III, LLC (the “Company”), dated as of August 7, 1998 (as amended to date, the “Agreement”), is among CMG@Ventures Capital Corp., a Delaware corporation (the “Capital Member”), and @Ventures Partners III, LLC, a Delaware limited liability company (the “Managing Member” and together with the Capital Member, the “Members”). Capitalized terms used herein, and not otherwise defined herein, shall have the respective meanings ascribed thereto in the Agreement.
FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CMGI @VENTURES IV, LLCLimited Liability Company Agreement • October 14th, 2004 • Cmgi Inc • Services-direct mail advertising services
THIS FIRST AMENDMENT, dated as of the 16th day of August, 2001, to the Amended and Restated Limited Liability Company Agreement dated as of July 27, 2001 (as amended to date, the “Agreement”), of CMGI @Ventures IV, LLC, a Delaware limited liability company (the “LLC”), is by and among CMG @Ventures Capital Corp. (the “Class A Member”) and Two-thirds in Number of the persons named as Class B Members on Schedule A to the Agreement. Capitalized terms used herein, and not otherwise defined herein, shall have the respective meanings ascribed to them in the Agreement.
FOURTH AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF @VENTURES PARTNERS III, LLCLimited Liability Company Agreement • October 14th, 2004 • Cmgi Inc • Services-direct mail advertising services
THIS FOURTH AMENDMENT, effective as of the 21st day of June, 2002, to the Limited Liability Company Agreement dated as of June 30, 1999 (as amended to date, the “Agreement”), of @Ventures Partners III, LLC, a Delaware limited liability company (the “LLC”), is by and among the Capital Member and the Managing Members of the LLC. Capitalized terms used herein, and not otherwise defined herein, shall have the respective meanings ascribed to them in the Agreement.
CORRECTIVE AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CMGI @VENTURES IV, LLCLimited Liability Company Agreement • October 14th, 2004 • Cmgi Inc • Services-direct mail advertising services
THIS CORRECTIVE AMENDMENT, dated as of the 27th day of July, 2001, to the Amended and Restated Limited Liability Company Agreement dated as of July 27, 2001 (as amended to date, the “Agreement”), of CMGI @Ventures IV, LLC, a Delaware limited liability company (the “LLC”), is by and among CMG @Ventures Capital Corp. (the “Class A Member”) and Two-thirds in Number of the persons named as Class B Members on Schedule A to the Agreement. Capitalized terms used herein, and not otherwise defined herein, shall have the respective meanings ascribed to them in the Agreement. This Amendment corrects a clerical error in the Agreement, and does not reflect a substantive change to the intended arrangements documented therein.
THIRD AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CMGI @VENTURES IV, LLCLimited Liability Company Agreement • October 14th, 2004 • Cmgi Inc • Services-direct mail advertising services
THIS THIRD AMENDMENT, dated as of the 12th day of April, 2002, to the Amended and Restated Limited Liability Company Agreement dated as of July 27, 2001 (as amended to date, the “Agreement”), of CMGI @Ventures IV, LLC, a Delaware limited liability company (the “LLC”), is by and among a Two-Thirds in Number of the persons named as Class B Members on Schedule A to the Agreement. Capitalized terms used herein, and not otherwise defined herein, shall have the respective meanings ascribed to them in the Agreement.
AMENDMENT NO. 3 TO THE AGREEMENT OF LIMITED PARTNERSHIP OF @VENTURES FOREIGN FUND III, L.P.Agreement of Limited Partnership • October 14th, 2004 • Cmgi Inc • Services-direct mail advertising services
This Amendment No. 3 (this “Amendment No. 3”), dated as of February 26,2003, to the Agreement of Limited Partnership dated as of December 22,1998 (as amended to date, the “Agreement”) of @Ventures Foreign Fund III, L.P., a Delaware limited partnership (the “Partnership”), is by and among @Ventures Partners III, LLC, the general partner of the Partnership (the “General Partner”), and all of the Limited Partners of the Partnership. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings ascribed to them in the Agreement.
NINTH AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CMGI @VENTURES IV, LLCLimited Liability Company Agreement • October 14th, 2004 • Cmgi Inc • Services-direct mail advertising services
THIS NINTH AMENDMENT, dated as of the 18th day of May, 2004, to the Amended and Restated Limited Liability Company Agreement dated as of July 27, 2001 (as amended to date, the “Agreement”), of CMGI @Ventures IV, LLC, a Delaware limited liability company (the “LLC”), is by and among a Majority in Number of the persons named as Class B Members on Schedule A to the Agreement. Capitalized terms used herein, and not otherwise defined herein, shall have the respective meanings ascribed to them in the Agreement.
AMENDMENT NO. 7 TO THE AGREEMENT OF LIMITED PARTNERSHIP OF @VENTURES III, L.P.Agreement of Limited Partnership • October 14th, 2004 • Cmgi Inc • Services-direct mail advertising services • Massachusetts
This Amendment, dated as of June 29, 2004 (this “Amendment”), to the Agreement of Limited Partnership dated as of August 7,1998 (as amended to date, the “Agreement”) of @Ventures III, L.P., a Delaware limited partnership (the “Partnership”), is by and among @Ventures Partners III, LLC, the general partner of the Partnership (the “General Partner”), and the Limited Partners of the Partnership signing this Amendment below. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings ascribed to them in the Agreement.
SECOND AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CMGI @VENTURES IV, LLCLimited Liability Company Agreement • October 14th, 2004 • Cmgi Inc • Services-direct mail advertising services
THIS SECOND AMENDMENT, dated as of the 5th day of October, 2001, to the Amended and Restated Limited Liability Company Agreement dated as of July 27, 2001 (as amended to date, the “Agreement”), of CMGI @Ventures IV, LLC, a Delaware limited liability company (the “LLC”), is by and among a Majority in Number of the persons named as Class B Members on Schedule A to the Agreement. Capitalized terms used herein, and not otherwise defined herein, shall have the respective meanings ascribed to them in the Agreement.
FIFTH AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CMGI @VENTURES IV, LLCLimited Liability Company Agreement • October 14th, 2004 • Cmgi Inc • Services-direct mail advertising services
THIS FIFTH AMENDMENT, dated as of the 30th day of September, 2002, to the Amended and Restated Limited Liability Company Agreement dated as of July 27, 2001 (as amended to date, the “Agreement”), of CMGI @Ventures IV, LLC, a Delaware limited liability company (the “LLC”), is by and among a Majority in Number of the persons named as Class B Members on Schedule A to the Agreement. Capitalized terms used herein, and not otherwise defined herein, shall have the respective meanings ascribed to them in the Agreement.
AMENDMENT NO. 6 TO THE AGREEMENT OF LIMITED PARTNERSHIP OF @VENTURES III, L.P.Agreement of Limited Partnership • October 14th, 2004 • Cmgi Inc • Services-direct mail advertising services • Massachusetts
This Amendment, dated as of November 10, 2003 (this “Amendment”), to the Agreement of Limited Partnership dated as of August 7, 1998 (as amended by a certain Amendment No. 1 dated as of August 7, 1998, an Amendment dated as of October 1, 1999 (reflecting a transfer of a limited partnership interest) an Amendment dated as of December 31, 1999 (reflecting a transfer of a limited partnership interest), an Amendment dated as of September 30, 2001 (reflecting a transfer of a limited partnership interest), and a certain Amendment No. 5 dated as of June 7, 2002, the “Agreement”) of @Ventures III, L.P., a Delaware limited partnership (the “Partnership”), is by and among @Ventures Partners III, LLC, the general partner of the Partnership (the “General Partner”), and the Limited Partners of the Partnership signing this Amendment below. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings ascribed to them in the Agreement.
SEVENTH AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CMGI @VENTURES IV, LLCLimited Liability Company Agreement • October 14th, 2004 • Cmgi Inc • Services-direct mail advertising services
THIS SEVENTH AMENDMENT, dated as of the 3rd day of February, 2003, to the Amended and Restated Limited Liability Company Agreement dated as of July 27, 2001 (as amended to date, the “Agreement”), of CMGI @Ventures IV, LLC, a Delaware limited liability company (the “LLC”), is by and among (i) the Class A Member, (ii) Two-thirds in Number of the Class B Members and (iii) @Ventures Partners III, LLC. Capitalized terms used herein, and not otherwise defined herein, shall have the respective meanings ascribed to them in the Agreement.
SECOND AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF @VENTURES PARTNERS III, LLCLimited Liability Company Agreement • October 14th, 2004 • Cmgi Inc • Services-direct mail advertising services
THIS SECOND AMENDMENT, effective as of the 31st day of December, 2000, to the Limited Liability Company Agreement dated as of June 30, 1999 (as amended to date, the “Agreement”), of @Ventures Partners III, LLC, a Delaware limited liability company (the “LLC”), is by and among the persons named as Members on Schedule A to the Agreement. Capitalized terms used herein, and not otherwise defined herein, shall have the respective meanings ascribed to them in the Agreement.
EIGHTH AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CMGI @VENTURES IV, LLCLimited Liability Company Agreement • October 14th, 2004 • Cmgi Inc • Services-direct mail advertising services
THIS EIGHTH AMENDMENT, dated as of the 14th day of May, 2004, to the Amended and Restated Limited Liability Company Agreement dated as of July 27, 2001 (as amended to date, the “Agreement”), of CMGI @Ventures IV, LLC, a Delaware limited liability company (the “LLC”), is by and among the person named as Class A Member on Schedule A to the Agreement and a Majority in Number of the persons named as Class B Members on Schedule A to the Agreement. Capitalized terms used herein, and not otherwise defined herein, shall have the respective meanings ascribed to them in the Agreement.
AMENDMENT NO. 5 TO THE AGREEMENT OF LIMITED PARTNERSHIP OF @VENTURES FOREIGN FUND III, L.P.Agreement of Limited Partnership • October 14th, 2004 • Cmgi Inc • Services-direct mail advertising services • Delaware
This Amendment No. 5, dated as of June 30, 2004 (this “Amendment”), to the Agreement of Limited Partnership dated as of December 22, 1998 (as amended to date, the “Agreement”) of @Ventures Foreign Fund III, L.P., a Delaware limited partnership (the “Partnership”), is by and among @Ventures Partners III, LLC, the general partner of the Partnership (the “General Partner”), and all of the Limited Partners of the Partnership. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings ascribed to them in the Agreement.
SECURITY AGREEMENTSecurity Agreement • October 14th, 2004 • Cmgi Inc • Services-direct mail advertising services • Illinois
THIS SECURITY AGREEMENT (this “Agreement”), dated as of August 17, 2004, is made by and between ModusLink Corporation, a Delaware corporation (“Grantor”) and LaSalle Bank National Association, as agent for the Lenders (herein, in such capacity, called the “Agent”).
AMENDMENT NO. 4 TO THE AGREEMENT OF LIMITED PARTNERSHIP OF @VENTURES FOREIGN FUND III, L.P.Agreement of Limited Partnership • October 14th, 2004 • Cmgi Inc • Services-direct mail advertising services • Delaware
This Amendment No. 4, dated as of December 1, 2003 (this “Amendment”), to the Agreement of Limited Partnership dated as of December 22,1998 (as amended to date, the “Agreement”) of @Ventures Foreign Fund III, L.P., a Delaware limited partnership (the “Partnership”), is by and among @Ventures Partners III, LLC, the general partner of the Partnership (the “General Partner”), and all of the Limited Partners of the Partnership. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings ascribed to them in the Agreement.
MODUSLINK SECURED GUARANTYSecured Guaranty • October 14th, 2004 • Cmgi Inc • Services-direct mail advertising services • Illinois
THIS MODUSLINK SECURED GUARANTY (this “Guaranty”) is made on August 17, 2004 by ModusLink Corporation, a Delaware corporation (the “Guarantor”), to and for the benefit of LaSalle Bank National Association as agent for the Lenders (as defined below) (herein, in such capacity, the “Agent”).
FOURTH AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CMGI @VENTURES IV, LLCLimited Liability Company Agreement • October 14th, 2004 • Cmgi Inc • Services-direct mail advertising services
THIS FOURTH AMENDMENT, dated as of the first day of August, 2002, to the Amended and Restated Limited Liability Company Agreement dated as of July 27, 2001 (as amended to date, the “Agreement”), of CMGI @Ventures IV, LLC, a Delaware limited liability company (the “LLC”), is by and among a Majority in Number of the persons named as Class B Members on Schedule A to the Agreement. Capitalized terms used herein, and not otherwise defined herein, shall have the respective meanings ascribed to them in the Agreement.
THIRD AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF @VENTURES PARTNERS III, LLCLimited Liability Company Agreement • October 14th, 2004 • Cmgi Inc • Services-direct mail advertising services
THIS THIRD AMENDMENT, effective as of the 31st day of July, 2001, to the Limited Liability Company Agreement dated as of June 30,1999 (as amended to date, the “Agreement”), of @Ventures Partners III, LLC, a Delaware limited liability company (the “LLC”), is by and among the Capital Member and the Managing Members of the LLC. Capitalized terms used herein, and not otherwise defined herein, shall have the respective meanings ascribed to them in the Agreement.
SIXTH AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CMGI @VENTURES IV, LLCLimited Liability Company Agreement • October 14th, 2004 • Cmgi Inc • Services-direct mail advertising services
THIS SIXTH AMENDMENT, dated as of the 24th day of January, 2003, to the Amended and Restated Limited Liability Company Agreement dated as of July 27, 2001 (as amended to date, the “Agreement”), of CMGI @Ventures IV, LLC, a Delaware limited liability company (the “LLC”), is by and among a Majority in Number of the persons named as Class B Members on Schedule A to the Agreement. Capitalized terms used herein, and not otherwise defined herein, shall have the respective meanings ascribed to them in the Agreement.
