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 2555 W. 190th Street, Torrance, California 90504 ("PCM"), PC Mall Sales, Inc., formerly known as Creative Computers, Inc., a California corporation having a principal place of business located at 2555 W. 190th Street, Torrance, California 90504 ("PCMS"), ecost.com, Inc., a Delaware corporation having a principal place of business located at 2555 W. 190th Street, Torrance, California 90504 ("ECI"), eLinux.com, Inc., a Delaware corporation having a principal place of business located at 2555 W. 190th Street, Torrance, California 90504 ("ELI"), CCIT, Inc., formerly known as Creative Computers Integrated Technologies, Inc., a Delaware corporation having a principal place of business located at 2525 Busse Road, Elk Grove Village, Illinois 60007 ("CCIT"), ComputAbility Limited, a Delaware corporation having a principal place of business located at North 92 West, 14612 Anthony Avenue, Menomonee Falls, Wisconsin 53051 ("CAL"), WF Acquisition Sub, Inc., a Delaware corporation having a principal place of business located at 19 Morgan, Irvine, California 92618 ("WFA"), AF Services, Inc., a Delaware corporation having a principal place of business located at 2555 W. 190th Street, Torrance, California 90504 ("AFS"), PC Mall Gov, Inc., a Delaware corporation having a principal place of business located at 2201 Cooperative Way, Suite 301, Herndon, Virginia 20171 ("PCMG"), SIFY, Inc., formerly known as ClubMac, Inc., a Delaware corporation having a principal place of business located at 19 Morgan, Irvine, California 92618 ("CMI"), Onsale, Inc., a Delaware corporation having a principal place of business located at 2555 W. 190th Street, Torrance, California 90504 ("OSI"), AV Acquisition, Inc., a Delaware corporation having a principal place of business located at 2555 W. 190th Street, Torrance, California 90504 ("AVA"), Mall Acquisition 1, Inc., a Delaware corporation having a principal place of business located at 2555 W. 190th Street, Torrance, California 90504 ("MA1"), and Mall Acquisition 2, Inc., a Delaware corporation having a principal place of business located at 2555 W. 190th Street, Torrance, California 90504 ("MA2"). (PCM, PCMS, ECI, ELI, 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/ David J. Lynch By: /s/ Frank Khulusi
David J. Lynch Frank Khulusi, President
Vice President of Operations
ATTEST:
/s/ Theodore Sanders
Theodore Sanders, Secretary
PC MALL SALES, INC.
By: /s/ Rory Zaks
Roy Zaks, President
ATTEST:
/s/ Pete Freix
Pete Freix, Secretary
ECOST.COM, INC.
By: /s/ Gary Guy
Gary Guy, President
ATTEST:
/s/ Gary Guy
Gary Guy
ELINUX.COM, INC.
By: /s/ Dan DeVries
Dan DeVries, President
ATTEST:
/s/ Theodore Sanders
Theodore Sanders, Secretary
CCIT, INC.
By: /s/ Richard Lepow
Rick Lepow, President
ATTEST:
/s/ Rich Hoffman
Rich Hoffman, Secretary
COMPUTABILITY LIMITED
By: /s/ Pete Zuiker
Pete Zuiker, President
[/s/ PZ___] This corporation has only one officer
WF ACQUISITION SUB, INC.
By: /w/ William C. Neary
Bill Neary, President
ATTEST:
/s/ Harry T. Martin
Harry Martin, Secretary
AF SERVICES, INC.
By: /s/ Simon Abuyounes
Simon Abuyounes, President
ATTEST:
/s/ Mark Funk
Mark Funk, Secretary
PC MALL GOV, INC.
By: /s/ Alan Bechara
Alan Bechara, President
ATTEST:
/s/ Sharon Ennis
Sharon Ennis, Secretary
SIFY, INC. formerly known as
CLUBMAC, INC.
By: /s/ Read Fenner
Read Fenner, President
ATTEST:
/s/ Read Fenner
Read Fenner
ONSALE, INC.
By: /s/ Sam Khulusi
Sam Khulusi, President
ATTEST:
/s/ Sam Khulusi
Sam Khulusi
AV ACQUISITION, INC.
By: /s/ Frank Khulusi
Frank Khulusi, President
ATTEST:
/s/ Theodore Sanders
Theodore Sanders, Secretary
MALL ACQUISITION 1, INC.
By: /s/ Frank Khulusi
Frank Khulusi, President
ATTEST:
/s/ Theodore Sanders
Theodore Sanders, Secretary
MALL ACQUISITION 2, INC.
By: /s/ Frank Khulusi
Frank Khulusi, President
ATTEST:
/s/ Theodore Sanders
Theodore Sanders, 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/ Gary D. Cassianni Gary D. Cassianni
Its: Vice President
