Circuit City 2001 Annual Report Download - page 32

Exhibit 10.16
AMENDMENT NO. 2
TO
LOAN AND SECURITY AGREEMENT
AND CONSENT
THIS AMENDMENT NO. 2 AND CONSENT ("Amendment No. 2 and Consent") is entered into as of December 13, 2001 by and between
SYSTEMAX INC., a corporation organized under the laws of the State of Delaware ("SYX"), SYSTEMAX MANUFACTURING INC.
(formerly known as Midwest Micro Corp.), a corporation organized under the laws of the State of Delaware ("SMI"), GLOBAL COMPUTER
SUPPLIES INC. (successor by merger to Continental Dynamics Corp.), a corporation organized under the laws of the State of New York
("GCS"), GLOBAL EQUIPMENT COMPANY, INC., a corporation organized under the laws of the State of New York ("GEC"), TIGER
DIRECT, INC., a corporation organized under the laws of the State of Florida ("Tiger"), DARTEK CORPORATION, a corporation organized
under the laws of the State of Delaware ("Dartek"), NEXEL INDUSTRIES, INC., a corporation organized under the laws of the State of New
York ("NII"), MISCO AMERICA INC., a corporation organized under the laws of the State of Delaware ("Misco"), SYSTEMAX RETAIL
SALES INC., a corporation organized under the laws of the State of Delaware ("SRS"), PAPIER CATALOGUES, INC., a corporation
organized under the laws of the State of New York ("PCI"), CATALOG DATA SYSTEMS, INC., a corporation organized under the laws of
the State of New York ("CDS"), MILLENNIUM FALCON CORP., a corporation organized under the laws of the State of Delaware ("MFC"),
TEK SERV INC., a corporation organized under the laws of the State of Delaware ("TSI"), B.T.S.A., Inc., a corporation organized under the
laws of the State of New York ("BTSA") and KEYBOARDMALL.COM INC., a corporation organized under the laws of the State of Delaware
("KMC") (SYX, SMI, GCS, GEC, Tiger, Dartek, NII, Misco, SRS, PCI, CDS, MFC, TSI, BTSA and KMC, each a "Borrower" and jointly and
severally the "Borrowers"), the lenders who are parties to the Loan Agreement, as defined herein ("Lenders") and JPMorgan Chase Bank,
formerly known as The Chase Manhattan Bank, as agent for the Lenders ("Agent").
BACKGROUND
Borrowers, Agent and Lenders are parties to a Loan and Security Agreement dated as of June 13, 2001 (as amended by Amendment No. 1 to
Loan and Security Agreement dated as of September 1, 2001 and as the same may be amended, supplemented or otherwise modified from time
to time, the "Loan Agreement") pursuant to which the Lenders provide Borrowers with certain financial accommodations.
Borrowers have requested Agent and Lenders to amend certain provisions of the Loan Agreement to permit (a) a capital contribution in the sum
of $2,400,000 to be made by SYX to a Spanish subsidiary of Misco, the proceeds of which would be repaid to SYX, directly or indirectly, no
later than five (5) Business Days from the date on which it would be contributed, (b) the formation of a new joint venture in which MFC would
initially have a 50% ownership interest and (c) the capitalization of such new entity, all in accordance with the provisions hereof. Agent and
Lenders are willing to do so on the terms and conditions hereafter set forth.
NOW, THEREFORE, in consideration of any loan or advance or grant of credit heretofore or hereafter made to or for the account of Borrowers
by Lenders, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. DEFINITIONS. All capitalized terms not otherwise defined herein shall have the meanings given to them in the Loan Agreement.
2. AMENDMENTS TO LOAN AGREEMENT. Subject to satisfaction of the conditions precedent set forth in Section 4 below, the Loan
Agreement is hereby amended as follows:
(a) The definition of "Stock Pledge Agreement" appearing in the Loan Agreement is hereby modified by (i) changing the word "and" appearing
therein immediately prior to clause (c) to a comma and (ii) adding the clause "and (d) any other Stock Pledge Agreement, Pledge Agreement or
similar agreement which from time to time may be entered into in favor of Agent for the benefit of Lenders in accordance with
Section 7.12 hereof" immediately prior to the period appearing at the end of such definition.
(b) In Section 7.3 of the Loan Agreement, the phrase "and/or Worldwide Papers LLC" is hereby added immediately following the words
"Millennium Group LLC" appearing therein.
(c) In Section 7.4 of the Loan Agreement, (i) the phrase ", or capital contributions or other investments in," is hereby added on the first line
thereof immediately after the words "extensions of credit to", (ii) the phrase "and/or Worldwide Papers Company LLC" is hereby added
immediately following the words "Millennium Group LLC" appearing in clause (g) thereof, (iii) the word "and" prior to clause
(g) is changed to a comma and (iv) a new clause "and (h) during the month of November 2001, capital contributions in the aggregate sum of
$2,400,000 to Misco Iberia Computer Supplies, S.A. (a Spanish subsidiary of Misco; hereafter "Misco Iberia") provided that a substantially
equivalent sum is received by SYX, directly or indirectly from Misco Iberia, whether in the form of repayment of inter-company loans or trade
debt or otherwise, proof of which (in form and substance satisfactory to Agent) shall be provided to Agent within five (5) Business Days of any
such capital contributions" is hereby added immediately prior to the period appearing at the end of such Section 7.4.