Circuit City 2001 Annual Report Download - page 35

Exhibit 10.17
AMENDMENT NO. 3
TO
LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NO. 3 ("Amendment") is entered into as of December 20, 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, Lenders and Agent 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, by Amendment No. 2 to Loan and Security Agreement and Consent dated as of
December 13, 2001 and as the same may be amended, supplemented or otherwise modified from time to time, the "Loan Agreement") pursuant
to which Lenders provide Borrowers with certain financial accommodations.
Borrowers have requested Agent and the Lenders to amend certain provisions of the Loan Agreement to permit additional Capital Expenditures
to be made during the current fiscal year and 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. AMENDMENT TO LOAN AGREEMENT. Subject to satisfaction of the conditions precedent set forth in Section 3 below, clause (i) of
Section 7.6 to the Loan Agreement is hereby amended by deleting the sum "$17,500,000" appearing therein and inserting the sum
$19,500,000" in lieu thereof.
3. CONDITION OF EFFECTIVENESS. This Amendment shall become effective as of December 20, 2001, when and only when Agent shall
have received six (6) copies of this Amendment in form and substance satisfactory to Agent executed by Borrowers and each of the Lenders.
4. REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and warrants as follows:
(a) This Amendment and the Loan Agreement, as amended hereby, constitute legal, valid and binding obligations of Borrower and are
enforceable against Borrowers in accordance with their respective terms.
(b) Upon the effectiveness of this Amendment, each Borrower hereby reaffirms all covenants, representations and warranties made in the Loan
Agreement to the extent the same are not 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.
(c) No Event of Default or Default has occurred and is continuing or would exist after giving effect to this Amendment.
(d) Borrowers have no defense, counterclaim or offset with respect to the Loan Agreement.
5. EFFECT ON THE LOAN AGREEMENT.