Circuit City 2011 Annual Report Download - page 96

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EXHIBIT 10.26
AMENDMENT NO. 1 AND WAIVER
TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDMENT NO. 1 AND WAIVER dated as of December 15, 2011 (this “Amendment”)
is made by and among SYSTEMAX INC.,
a corporation organized under the laws of the State of Delaware (“SYX”),
each US Borrower listed on the signature pages below (together with SYX,
each a “US Borrower” and jointly and severally the “US Borrowers”),
MISCO UK LIMITED, a corporation organized under the laws of Scotland (the
“UK Borrower”) and, together with the US Borrowers, hereinafter each a “Borrower”
and, jointly and severally as the context may require, the
“Borrowers”), each Person listed on the signature pages hereto under the heading “New Subsidiary,” (each a “New Subsidiary”
and, jointly and
severally as the context may require, the “New Subsidiaries”),
the lenders from time to time party hereto, J.P. MORGAN EUROPE LIMITED, as UK
Administrative Agent, and JPMORGAN CHASE BANK, N.A., as US Administrative Agent (US Administrative Agent and UK Administrative Agent,
jointly and severally as the context may require,
“Administrative Agents”).
WITNESSETH:
WHEREAS,
Borrowers, Lenders and Administrative Agents are parties to that certain Second Amended and Restated Credit Agreement
dated as of October 27, 2010 (as amended as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).
All
capitalized terms not otherwise defined herein shall have the meanings given to them in the Credit Agreement;
WHEREAS,
US Borrowers and US Administrative Agent are parties to that certain Second Amended and Restated Pledge and Security
Agreement, dated as of October 27, 2010 (as amendment, restated, supplemented or otherwise modified from time to time, the “Security Agreement”);
WHEREAS
, US Borrowers and New Subsidiaries desire that New Subsidiaries join the Credit Agreement as Loan Guarantors and grant a
security interest in their assets to US Administrative Agent pursuant to the Security Agreement;
WHEREAS
, Borrowers (x) desire to terminate the UK Revolving Commitment and (y) have requested that Administrative Agents and
Lenders (i) make certain amendments to the Credit Agreement, including increasing the US Revolving Commitment by $25,000,000 and (ii) consent
to certain transfers of ownership, mergers and dissolutions of the Loan Parties and their Subsidiaries, and in each case, Administrative Agents and
Lenders are willing to do so on the terms and conditions hereafter set forth;
NOW, THEREFORE,
in consideration of the promises, the covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the parties do hereby agree that all capitalized terms used herein shall have
the meanings ascribed thereto in the Credit Agreement and do hereby further agree as follows: