Circuit City 2001 Annual Report Download - page 33

(d) In Section 7.12(b) of the Loan Agreement, the phrase "except with the prior written consent of Agent and then only if (i) such partnership,
joint venture or similar arrangement becomes a Guarantor and executes a Guaranty of the Obligations in form and substance satisfactory to
Agent and (ii) each of the relevant Borrowers participating in such partnership, joint venture or similar arrangement, together with, in the sole
discretion of Agent, the interests of other Persons (if any) therein, are pledged to Agent for the benefit of Lenders as additional Collateral
pursuant to a Stock Pledge Agreement" is added immediately porior to the period appearing at the end thereof.
3. CONSENT. Subject to satisfaction of the conditions precedent set forth in Section 4 below, Agent hereby consents to the formation by
Borrowers of the entity "Worldwide Papers LLC", a Delaware limited liability company.
4. CONDITIONS OF EFFECTIVENESS. This Amendment No. 2 and Consent shall become effective as of the date upon which Agent shall
have received (a) four (4) copies of this Amendment No. 2 and Consent in form and substance satisfactory to Agent executed by Borrowers and
Required Lenders, (b) four (4) copies of a Guaranty executed by Worldwide Papers LLC in the form annexed hereto as EXHIBIT A, (c) four
(4) copies of a Pledge Agreement relating Worldwide Papers LLC in the form annexed hereto as EXHIBIT B executed by each of the owners
thereof, along with membership certificates and membership powers, and
(d) an amendment and consent fee in the sum of $10,000.
5. REPRESENTATIONS AND WARRANTIES. Borrowers hereby represent and warrant as follows:
(a) This Amendment No. 2 and Consent and the Loan Agreement, as amended hereby, constitute legal, valid and binding obligations of
Borrowers and are enforceable against Borrowers in accordance with their respective terms.
(b) Upon the effectiveness of this Amendment No. 2 and Consent, each Borrower hereby reaffirms all covenants, representations and
warranties made in the Loan Agreement as amended hereby and agree that all such covenants, representations and warranties shall be deemed
to have been remade as of the effective date of this Amendment No. 2 and Consent.
(c) No Event of Default or Default has occurred and is continuing or would exist after giving effect to this Amendment No. 2 and Consent.
(d) Borrowers have no defense, counterclaim or offset with respect to the Loan Agreement.
6. EFFECT ON THE LOAN AGREEMENT.
(a) Upon the effectiveness of this Amendment No. 2 and Consent, each reference in the Loan Agreement to "this Agreement," "hereunder,"
"hereof," "herein" or words of like import shall mean and be a reference to the Loan Agreement as amended hereby.
(b) Except as specifically amended herein, the Loan Agreement, and all other documents, instruments and agreements executed and/or
delivered in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed.
(a) The execution, delivery and effectiveness of this Amendment No. 2 and Consent shall not operate as a waiver of any right, power or remedy
of Agent or any Lender, nor constitute a waiver of any provision of the Loan Agreement, or any other documents, instruments or agreements
executed and/or delivered under or in connection therewith.
7. GOVERNING LAW. This Amendment No. 2 and Consent shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns and shall be governed by and construed in accordance with the laws of the State of New York.
8. HEADINGS. Section headings in this Amendment No. 2 and Consent are included herein for convenience of reference only and shall not
constitute a part of this Amendment No. 2 and Consent for any other purpose.
9. COUNTERPARTS; TELECOPIED SIGNATURES. This Amendment No. 2 and Consent may be executed by the parties hereto in one or
more counterparts, each of which shall be deemed an original and all of which taken together shall be deemed to constitute one and the same
agreement. Any signature delivered by a party via telecopier shall be deemed to be an original signature hereto.
IN WITNESS WHEREOF, this Amendment No. 2 and Consent has been duly executed as of the day and year first written above.
SYSTEMAX INC.
SYSTEMAX MANUFACTURING INC.
GLOBAL COMPUTER SUPPLIES INC.
GLOBAL EQUIPMENT COMPANY, INC.
By: /S/ STEVEN M. GOLDSCHEIM
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Name: Steven M. Goldschein
Title: Senior Vice President