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SYSTEMAX INC
FORM 10-K
(Annual Report)
Filed 03/13/15 for the Period Ending 12/31/14
Address 11 HARBOR PARK DR
PORT WASHINGTON, NY 11050
Telephone 5166087000
CIK 0000945114
Symbol SYX
SIC Code 5961 - Catalog and Mail-Order Houses
Industry Retail (Catalog & Mail Order)
Sector Services
Fiscal Year 12/31
http://www.edgar-online.com
© Copyright 2015, EDGAR Online, Inc. All Rights Reserved.
Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

Table of contents

  • Page 1
    ... FORM 10-K (Annual Report) Filed 03/13/15 for the Period Ending 12/31/14 Address Telephone CIK Symbol SIC Code Industry Sector Fiscal Year 11 HARBOR PARK DR PORT WASHINGTON, NY 11050 5166087000 0000945114 SYX 5961 - Catalog and Mail-Order Houses Retail (Catalog & Mail Order) Services 12/31 http...

  • Page 2
    ... number, including area code: (516) 608-7000 Securities registered pursuant to Section 12(b) of the Act: Title of each class Common Stock, par value $ .01 per share Securities registered pursuant to Section 12(g) of the Act: NONE Name of each exchange on which registered New York Stock Exchange...

  • Page 3
    ... Filer Smaller reporting company No Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2014, which is the last business day of...

  • Page 4
    ... OF C ONTENTS Part I Item 1. Business General Products Sales and Marketing Customer Service, Order Fulfillment and Support Suppliers Competition and Other Market Factors Employees Environmental Matters Financial Information About Foreign and Domestic Operations Available Information Risk Factors...

  • Page 5
    ... be detailed from time to time in our Securities and Exchange Commission filings: risks involved with e-commerce, including possible loss of business and customer dissatisfaction if outages or other computer-related problems should preclude customer access to our products and services our ability to...

  • Page 6
    ... credit cards significant changes in the computer products retail industry, especially relating to the distribution and sale of such products timely availability of existing and new products risks associated with delivery of merchandise to customers by utilizing common delivery services borrowing...

  • Page 7
    ..., catalog mailings and proprietary internet websites, the combination of which is designed to maximize sales. Our relationship marketers focus their efforts on our business customers by establishing a personal relationship between such customers and a Systemax account manager. The goal of the...

  • Page 8
    ...event of a disruption in phone service. Certain of our products are carried in stock, and orders for such products are fulfilled on a timely basis directly from our distribution centers, typically within one day of the order. We utilize numerous sales and distribution facilities in North America and...

  • Page 9
    6

  • Page 10
    ... business ("B2B") operations. This exit plan includes the closing of substantially all of its retail stores, closing a distribution center, and implementing a general workforce reduction to align available resources with a B2B focus as well as transitioning retail customers to online consumer sales...

  • Page 11
    ... for the Nominating/Corporate Governance Committee of the Board of Directors Corporate Governance Guidelines and Principles In accordance with the listing standards of the New York Stock Exchange, each of the Corporate Governance Documents is available on our Company website (www.systemax.com). 8

  • Page 12
    ... include price, availability, service and support. Our ecommerce business faces pressure from competing with large, expanding ecommerce retailers. Many of our competitors are larger companies with greater financial, marketing and product development resources than ours. The market for the sale of...

  • Page 13
    ... and could be adversely affected by a continuation of our customers' shift to lower-priced products. • Sales tax laws may be changed or interpreted differently which could result in ecommerce and direct mail retailers having to collect sales taxes in states where the current laws do not require us...

  • Page 14
    ...business ("B2B") operations. This exit plan includes the closing of substantially all of its retail stores , closing a distribution center , and implementing a general workforce reduction to align available resources with a B2B focus as well as transitioning retail customers to online consumer sales...

  • Page 15
    ... Technology Products business. This new facility provides administrative and back office services for the existing European business, will help drive operational efficiencies and better serve the Company's pan-European operating strategy, and will serve as the sales location for future business in...

  • Page 16
    ...suppliers provide us with co-operative advertising support in exchange for featuring their products in our catalogs and on our internet sites. Certain suppliers provide us with other incentives such as rebates, reimbursements, payment discounts, price protection and other similar arrangements. These...

  • Page 17
    ... Rico, and will continue to operate our online consumer electronics business; we must effectively manage our cost structure, such as inventory needs, point of sales systems and personnel as we accelerate our B2B business and seek to convert retail store customers to our online websites. The Company...

  • Page 18
    ... card information records. In processing our sales orders we often collect personal information and credit card information from our customers. The Company has privacy and data security policies in place which are designed to prevent security breaches, however, if a third party or a rogue employee...

  • Page 19
    ... a scheme to obtain kickbacks and other benefits, and to conceal this illicit income from the IRS, all while Gilbert Fiorentino and Carl Fiorentino were employed as senior executives at the Company's North America Technology Products business. On December 2, 2014, the United States Attorney's Office...

  • Page 20
    ... or other sale of our company or our assets), the payments of dividends on our common stock and the entering into of extraordinary transactions. Further, a s a "controlled company" under NYSE rules, the Company has elected to opt-out of certain New York Stock Exchange listing standards that, among...

  • Page 21
    ... business in order to accelerate its focus on its B2B operations as well as transitioning retail customers to online consumer sales. This exit plan includes the closing of substantially all of its retail stores and management operations. Europe As of December 31, 2014, we have three distribution...

  • Page 22
    ...a scheme to obtain kickbacks and other benefits, and to conceal this illicit income from the IRS, all while Gilbert Fiorentino and Carl Fiorentino were employed as senior executives at the Company's North American Technology Products business. On December 2, 2014, the United States Attorney's Office...

  • Page 23
    ... Matters and Issuer Purchases of Equity Securities Systemax common stock is traded on the NYSE Euronext Exchange under the symbol "SYX." The following table sets forth the high and low closing sales price of our common stock as reported on the New York Stock Exchange for the periods indicated. High...

  • Page 24
    ...business ("B2B") operations. This exit plan includes the closing of substantially all of its retail stores , closing a distribution center , and implementing a general workforce reduction to align available resources with a B2B focus as well as transitioning retail customers to online consumer sales...

  • Page 25
    ...a broad selection of products, prompt order fulfillment and extensive customer service. On January 30, 2015, the Company announced that its Industrial Products Group had completed its previously announced acquisition of the Plant Equipment Group, a business-to-business direct marketer of maintenance...

  • Page 26
    ...are sales from retail stores, consumer websites, inbound call centers and television shopping channels. Constant currency refers to the adjustment of the results of our foreign operations to exclude the effects of period to period fluctuations in currency exchange rates. Critical Accounting Policies...

  • Page 27

  • Page 28
    ... charge of $0.5 million, pre-tax, in the fourth quarter of 2014. In 2013 we sold CompUSA intellectual property assets and accordingly the Company discontinued using the CompUSA brand in Puerto Rico and rebranded its operations there as TigerDirect. The Company wrote off the remaining carrying value...

  • Page 29
    ...policy in the future. In 2014 the Company conducted an evaluation of the long-lived assets in its North America Technology Products segment and concluded that an impairment charge of $9.5 million, pre-tax, be recorded. We do not believe it is reasonably likely that the estimates and assumptions used...

  • Page 30
    ... could have a material gain or loss adjustment. During the fourth quarter of 2014 the Company recorded a non-cash valuation allowance against its deferred assets in the U.K. of approximately $1.7 million. A change of 5% in our effective tax rate at December 31, 2014, excluding the non-cash valuation...

  • Page 31
    ... 2015, the Company will apply this new guidance, as applicable. In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers". This ASU provides new guidance related to how an entity should recognize revenue to depict the transfer of promised goods and services to customers in an...

  • Page 32
    ..., improved B2B sales from certain markets in Europe and North America and favorable movements in exchange rates. On a constant currency basis and excluding the SCC Services acquisition, Technology Products net sales decreased 2.3%. However, sales in our consumer and retail business continued the...

  • Page 33
    ... price erosion in certain core product categories such as personal computers and televisions. The Company believes the decline in sales and price pressures for consumer electronics are attributable to a variety of well publicized industry and market trends, including consumer preferences for new...

  • Page 34
    ...business ("B2B") operations. This exit plan includes the closing of substantially all of its retail stores , closing a distribution center , and implementing a general workforce reduction to align available resources with a B2B focus as well as transitioning retail customers to online consumer sales...

  • Page 35
    ... the European shared services center. The Company's Industrial Products segment incurred special charges, in 2013, of approximately $0.1 million for personnel costs and benefited from an adjustment to lease termination costs of approximately $0.3 million related to the planned closing and relocation...

  • Page 36
    ... planning process, the Company is taking actions that will include the exit of substantially all retail store operations; closing a distribution center and implementing a general workforce reduction to realign available resource solely with our B2B focus. Operating margin for our European business...

  • Page 37
    ... portion of annual sales. Net sales have historically been modestly weaker during the second and third quarters as a result of lower business activity during those months. With the exiting of the retail store business and the closing of substantially all retail stores in 2015, the Company expects to...

  • Page 38
    ... shared services center and a higher proportion of our sales coming from B2B channels, where most customers do business with us on open credit account, and a lower proportion of our sales being B2C channels, where most customers purchase from us using credit cards. Inventory turns were 9.5 in 2014...

  • Page 39
    ...plan includes the closing of substantially all of its retail stores , closing a distribution center , and implementing a general workforce reduction to align available resources with a B2B focus as well as transitioning retail customers to online consumer sales. The Company anticipates that one time...

  • Page 40
    ... Technology Products business segment exiting the consumer electronics business in 2015 the Company will be seeking to terminate certain of its retail store operating leases early or to sublet them where possible. Following is a summary of our contractual obligations for future principal payments on...

  • Page 41
    ... $3.3 million if average foreign exchange rates changed by 10% in 2014. We have limited involvement with derivative financial instruments and do not use them for trading purposes. We may enter into foreign currency options or forward exchange contracts aimed at limiting in part the impact of certain...

  • Page 42
    ... was effective as of December 31, 2014. The Company's independent registered public accounting firm, Ernst & Young LLP, has issued an attestation report on the effectiveness of the Company's internal control over financial reporting as of December 31, 2014, a copy of which is included in this...

  • Page 43
    ... the Proxy Statement. PART IV Item 15. Exhibits and Financial Statement Schedules. (a) 1. Consolidated Financial Statements of Systemax Inc. Reports of Ernst & Young LLP Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, 2014 and 2013 Consolidated Statements...

  • Page 44
    ..., 2003). Form of 2006 Stock Incentive Plan for Non-Employee Directors (incorporated by reference to the Company's annual report on Form 10-K for the year ended December 31, 2006). Form of 2005 Employee Stock Purchase Plan (incorporated by reference to the Company's annual report on Form 10-K for the...

  • Page 45
    ..., dated as of March 10, 2014, among Global Industrial Services, Inc., Systemax Inc. and Robert Dooley (incorporated by reference to the Company's annual report on Form 10-K for the year ended December 31, 2013). Employment Agreement, dated April 12, 2012, between Systemax Inc. and Eric Lerner...

  • Page 46
    ... Industrial Holdings LLC and Global Industrial Mexico Holdings LLC (filed herewith). Corporate Ethics Policy for Officers, Directors and Employees (revised as of January 2014) (incorporated by reference to the Company's annual report on Form 10-K for the year ended December 31, 2013). Subsidiaries...

  • Page 47
    ...Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SYSTEMAX... (Principal Financial Officer) Vice President and Controller (Principal Accounting Officer) Director March 12, 2015 March 12, 2015 March...

  • Page 48
    ...1 We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Systemax Inc.'s internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control-Integrated Framework issued by the Committee...

  • Page 49
    ... accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or...

  • Page 50
    ...SYSTEMAX INC. CONSOLIDATED BALANCE SHEETS (in millions, except for share data) December 31, 2014 2013 ASSETS: Current assets: Cash Accounts receivable, net of allowances of $15.8 and $16.7 Inventories Assets available for sale...shares Additional paid-in capital Treasury stock at cost -2,053,834 and 2,...

  • Page 51
    ... and administrative expenses Special charges, net Operating loss from continuing operations Foreign currency exchange loss Interest and other income, net Interest expense Loss from continuing operations before income taxes Provision for (benefit from) income taxes Loss from continuing operations...

  • Page 52
    Table of Contents SYSTEMAX INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in millions) Year Ended December 31, 2014 2013 2012 (37.5) $ (43.8) $ (8.3) (11.1) (48.6) $ 1.2 (42.6) $ 5.0 (3.3) Net loss Other comprehensive income (loss): Foreign currency translation Total comprehensive ...

  • Page 53
    ... cash (used in) provided by operating activities: Depreciation and amortization Asset impairment Provision (benefit) for deferred income taxes Provision for returns and doubtful accounts Compensation expense related to equity compensation plans Excess tax benefit from exercises of stock options Loss...

  • Page 54
    ...) Common Stock Number of Shares Outstanding Balances, December 31, 2011 Stock-based compensation expense Issuance of restricted stock Exercise of stock options Surrender of fully vested options Income tax benefit on stock-based compensation Change in cumulative translation adjustment Dividends paid...

  • Page 55
    ... are translated into U.S. dollars, the reporting currency, using year-end exchange rates for assets and liabilities, average exchange rates for the statement of operations items and historical rates for equity accounts. Translation gains or losses are recorded as a separate component of shareholders...

  • Page 56
    ... subsequent customer returns, rebates and sales incentives are provided when revenues are recorded. Revenues exclude sales tax collected. The Company evaluates collectibility of accounts receivable based on numerous factors, including past transaction history with customers and their credit rating...

  • Page 57
    ...the Company's customer base. The Company also performs on-going credit evaluations and maintains allowances for potential losses as warranted. We purchase substantially all of our products and components directly from manufacturers and large wholesale distributors. In 2014, two vendors accounted for...

  • Page 58
    ... financial statements. 2. ACQUISITION On June 12, 2014, the Company acquired SCC Services B.V. (renamed "Misco Solutions B.V". in 2015), a supplier of business-to-business IT products and services with operations in the Netherlands. The purchase price (after giving effect to the conversion of Euros...

  • Page 59
    ... $ 5.6 Retail store leases Client lists Technology Total During 2014, the Company incurred impairment charges related to the remaining retail store leases of approximately $0.5 million and recorded intangible assets of $1.0 million related to the SCC acquisition (see Note 2). In 2013 the Company...

  • Page 60
    Land and buildings Furniture and fixtures, office, computer and other equipment and software Leasehold improvements Less accumulated depreciation and amortization Property, plant and equipment, net 55 $ $ 18.6 127.6 26.8 173.0 131.8 41.2 $ $ 19.7 129.2 30.8 179.7 120.3 59.4

  • Page 61
    ...of eligible accounts receivable and up to 40% of qualified inventories. The interest rate under this facility is computed at applicable market rates based on LIBOR or the Prime Rate, plus an applicable margin. The applicable margin varies based on borrowing base availability. As of December 31, 2014...

  • Page 62
    ...), $0.3 million in other costs related to the retail stores that were closed in 2013, $0.2 million in charges related to the final sale of the facility which had been used in connection with our previously exited PC manufacturing business and $1.5 million of additional legal and professional fees...

  • Page 63
    ... income tax benefits recognized for 2014, 2013 and 2012 were $0.2 million, $0.4 million and $1.4 million, respectively. Stock options The following table presents the weighted-average assumptions used to estimate the fair value of options granted in 2014, 2013 and 2012: 2014 Expected annual dividend...

  • Page 64
    ... between the closing stock price on the last day of trading in 2014 and the exercise price) that would have been received by the option holders had all options been exercised on December 31, 2014. This value will change based on the fair market value of the Company's common stock. The following...

  • Page 65
    ...million and $0.4 million during each of 2014, 2013 and 2012, respectively. In October 2011, the Company granted 100,000 RSUs under the 2010 Plan to, at that time, a key employee. This RSU award was a nonperformance award which vested in ten equal annual installments of 10,000 units beginning October...

  • Page 66
    ... in accordance with applicable local regulations. The Company recorded a tax benefit of $0.2 million in 2012, related to discontinued operations. A reconciliation of the difference between the income tax expense and the computed income tax expense based on the Federal statutory corporate rate is as...

  • Page 67
    ...been established or are required to pay amounts in excess of accruals, our effective tax rate in a given financial statement period could be affected. As of December 31, 2014 the Company had no uncertain tax positions. Interest and penalties, if any, are recorded in income tax expense. There were no...

  • Page 68
    62

  • Page 69
    ...a scheme to obtain kickbacks and other benefits, and to conceal this illicit income from the IRS, all while Gilbert Fiorentino and Carl Fiorentino were employed as senior executives at the Company's North American Technology Products business. On December 2, 2014, the United States Attorney's Office...

  • Page 70
    Table of Contents Financial information relating to the Company's operations by reportable segment was as follows (in millions): Year Ended December 31, 2014 2013 2012 Net Sales: Technology Products Industrial Products Corporate and other Consolidated Depreciation and Amortization Expense: ...

  • Page 71
    ...business ("B2B") operations. This exit plan includes the closing of substantially all of its retail stores , closing a distribution center , and implementing a general workforce reduction to align available resources with a B2B focus as well as transitioning retail customers to online consumer sales...

  • Page 72
    Table of Contents SYSTEMAX INC. SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS For the years ended December: (in millions) Balance at Beginning of...accounts 2014 2013 2012 Allowance for sales returns 2014 2013 2012 Allowance for inventory returns 2014 2013 2012 Allowance for deferred tax assets 2014...

  • Page 73
    ... Payments: Initial Monthly Base Rent, and Estimated Operating Expense Final Month Gross Rent Deposit: Brokers: Addenda: Exhibits: $30,312.45 $196,265.02 One month's gross rent. Landlord: Voit Real Estate Service Tenant: Cushman & Wakefield and Commerce Real Estate Solutions 1. Base Rent Adjustments...

  • Page 74
    D. Initial Improvements E. Form of Lease Guaranty -1-

  • Page 75
    ...not be obligated to pay the Monthly Base Rent or ...orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the Premises (collectively, "Legal Requirements"). Except as may be triggered by the Limited Retail Sales Use...

  • Page 76
    ...Tenant's specific use of the Premises, the Limited Retail Sales Use, or Tenant-Made Alterations to the Premises performed by Tenant or its contractors or agents, Landlord shall make such modifications as may be required by order or directive of applicable governmental authority in order to bring the...

  • Page 77
    ... The Final Deposit shall be held by Landlord as security for the performance of Tenant's obligations under this Lease. Upon each occurrence of an Event of Default (hereinafter defined), Landlord may use all or part of the Final Deposit to pay delinquent payments due under this Lease, and the cost of...

  • Page 78
    ... a line item basis the items included in the Operating Expenses and all computations of the actual Operating Expenses and Tenant's Proportionate Share of such Operating Expenses owed for such calendar year in accordance with this section. Landlord shall maintain detailed books and records accounting...

  • Page 79
    ... coverage shall be deemed excess over Tenant's policies). All commercial general liability and, if applicable, warehouser's legal liability or bailee customers insurance policies shall name Tenant as a named insured and Landlord, its property manager, and other designees of Landlord as the interest...

  • Page 80
    ... be the number of months of the Lease Term remaining after such capital expenditures, and the denominator of which shall be the amortization period (in months) equal to the useful life of such repair or replacement multiplied by the cost of such capital expenditure or repair. Landlord shall pay for...

  • Page 81
    -6-

  • Page 82
    ... cost and expense and without Landlord's prior approval, may erect such shelves, racking, bins, machinery and trade fixtures (collectively "Trade Fixtures") in the ordinary course of its business provided that such items do not alter the basic character of the Premises, do not overload or damage the...

  • Page 83
    ...generally accepted accounting principles at ...iii) the identity or business reputation of the assignee...the Project and is at rates which are below those charged...traded...times remain fully responsible and liable for the payment...to pay ... in whole or in part) or in the event...rent or application thereof by ...

  • Page 84
    ...Premises during business hours for the purpose of showing the Premises to prospective purchasers and, during the last year of the Lease Term, to prospective tenants. Landlord may erect a suitable sign on the Premises stating the Premises are available to let or that the Project is available for sale...

  • Page 85
    ...business days after written notice from Landlord to Tenant that such payment was due; provided, however, that Landlord shall not be obligated to provide written notice of such failure more than 1 time in any consecutive 12-month period, and the failure of Tenant to pay...and use, or remove and store, ...

  • Page 86
    of Default under subparagraph 23(i), and Tenant shall have 10 days to pay all outstanding amounts due to cure such Event of Default prior to Landlord exercising its termination remedies. - 10 -

  • Page 87
    ...] to satisfy the rent provided for in this Lease to be paid, then Tenant shall immediately satisfy and pay any such deficiency. Any such payments due Landlord shall be made upon demand therefor from time to time and Tenant agrees that Landlord may file suit to recover any sums falling due from...

  • Page 88
    ... purposes, and except for propane used in Tenant's forklifts in the normal course of its business, and except for fuel required for the generator, and except for Hazardous Materials contained in products stored and/or distributed during Tenant's normal course of business in their original, sealed...

  • Page 89
    ...time or from time to time established by Landlord and provided to Tenant in writing, covering use...security with respect to the Premises (unless committed by Landlord or its employees or arising directly out of any negligence or omission by Landlord). 33. Force Majeure . Except for the payment... signed ...

  • Page 90
    ... that such payment was due (provided, however, that Landlord shall not be obligated to provide written notice of such failure more than 1 times in any consecutive 12-month period) shall bear interest from such due date until paid in full at the lesser of the highest rate permitted by applicable law...

  • Page 91
    utilize automated data transmittal services offered by utility companies to access the Energy Data. Landlord shall not publicly disclose Energy Data without Tenant's prior written consent. Landlord may, however, disclose Energy Data that has ...

  • Page 92
    ... and year first above written. TENANT: GLOBAL INDUSTRIAL DISTRIBUTION INC. a Delaware corporation LANDLORD: PROLOGIS, L.P. a Delaware limited partnership By: Prologis, Inc., a Maryland corporation, its General Partner By: /s/ Lawrence P. Reinhold Name: Lawrence P. Reinhold Title: Vice President By...

  • Page 93
    ... ADJUSTMENTS ATTACHED TO AND A PART OF THE LEASE AGREEMENT DATED DECEMBER 10, 2014 BETWEEN Prologis, L.P. and Global Industrial Distribution Inc. Base Rent shall equal the following amounts for the respective periods set forth below: Period Month 1 Month 4 Month 16 Month 28 Month 40 Month 52 Month...

  • Page 94
    ... machine through complete cycle. EVAPORATIVE COOLER MAINTENANCE 1. Adjust belt tension; 2. Lubricate all moving parts, as necessary; 3. Service floats and pumps; 4. Service water distribution system; 5. Check condition of pads-replace semi-annually; 6. Clean pans, coat bottoms as necessary; 7. Check...

  • Page 95
    ...must be removed and holes patched and paint touched-up as necessary. All window signs should likewise be removed. Heating/air conditioning systems should be placed in good working order, including the necessary replacement of any parts to return the unit to a well maintained condition. This includes...

  • Page 96
    ... any and all debris from office and warehouse. Remove all pallets and debris from exterior of Premises. All trade fixtures, dumpsters, racking, trash, vending machines and other personal property to be removed. Contact Landlord's property manager to coordinate turning in of keys, utility changeover...

  • Page 97
    ...CONSTRUCTION (TURNKEY) ATTACHED TO AND A PART OF THE LEASE AGREEMENT DATED DECEMBER 10, 2014 BETWEEN Prologis, L.P. and Global Industrial Distribution Inc. (a) Landlord agrees to furnish or perform at Landlord's sole cost and expense those items of construction and those improvements specified below...

  • Page 98
    ...failure of Tenant to take possession of or to occupy the Premises shall not serve to relieve Tenant of obligations arising on the Commencement Date or delay the payment of rent by Tenant. Subject to applicable ordinances and building codes governing... Tenant's or its employees', agents', contractors' ...

  • Page 99
    ...Term or Second Extension Term (whichever is applicable), and Tenant shall advise Landlord of any objection within 10 days of receipt of Landlord's notice. Failure to respond within the 10-day period shall constitute Tenant's acceptance of such Fair Market Rent. If Tenant objects, Landlord and Tenant...

  • Page 100
    ...Market Rent shall be in accordance with the Real Estate Valuation Arbitration Rules of the American Arbitration Association. Unless otherwise required by state law, arbitration shall be conducted in the metropolitan area where the Project is located...allowances, credits or ... Time is...applicable ...

  • Page 101
    EXHIBIT A SITE PLAN ATTACHED TO AND A PART OF THE LEASE AGREEMENT DATED DECEMBER 10, 2014 BETWEEN Prologis, L.P. and Global Industrial Distribution Inc.

  • Page 102
    - 23 -

  • Page 103
    ...There shall be no "For Sale" or other advertising signs on or about any parked vehicle. All vehicles shall be parked in the designated parking areas in conformity with all signs and other markings. All parking will be open parking, and no reserved parking, numbering or lettering of individual spaces...

  • Page 104
    ...theft, robbery and pilferage. Tenant shall not install or operate on the Premises any machinery or mechanical devices of a nature not directly related to Tenant's ordinary use of the Premises and shall keep all such machinery free of vibration, noise and air waves which may be transmitted beyond the...

  • Page 105
    ...: We are pleased to welcome you as a customer of Prologis and look forward to working with you. Please indicate your agreement with the above changes to your lease by signing and returning the enclosed copy of this letter to me. If I can be of service, please do not hesitate to contact me. Sincerely...

  • Page 106
    EXHIBIT D INITIAL IMPROVEMENTS ATTACHED TO AND A PART OF THE LEASE AGREEMENT DATED DECEMBER 10, 2014 BETWEEN Prologis, L.P. and Global Industrial Distribution Inc. Base Building Improvements 3700 Bay Lake Trail, North Las Vegas, NV (Las Vegas Corporate Center #19 "LVCC#19 464,203 SF cross dock ...

  • Page 107
    ...(per NFPA 2013 code) that will meet or exceed all factory mutual specifications for similar items currently stored (classified by FM Global as "unexpanded plastic non-carton") in Global Equipment Company's warehouse facility in Buford, GA. FM Global to approve fire protection system with all related...

  • Page 108
    ... interior dock light shall be 120 volt and use a quad outlet for power located next Note: to each dock door for maintenance use. Warehouse Lighting: High performance high bay 277 volt fluorescent fixtures with (T-5 lamps) and electronic instant start ballasts (program ready) with optically efficient...

  • Page 109
    ... HVAC: Builder/Developer will furnish and install roof top HVAC units with a standard system of distribution ducts. Supply registers and diffuses, return grills and associated fixtures servicing the warehouse shipping office area (4800 sq. ft.) and receiving office area (637 sq. ft.). The design...

  • Page 110
    ... to support forty (40) employees at a time. Balance of space to be general offices and meeting rooms as 637 SF including two (2) small restrooms (middle of shipping docks). Ceilings shall be 9'0" A.F.F. All acoustical ceilings in 5400 SF WH (and remote shipping office) shall use standard commercial...

  • Page 111
    ...: Nevada Energy & Power is provider with electric main service on south side of Building. Wall packs, pole lights...requests that Landlord, at its cost and expense, provide the following signage: • Building face sign ($15,000 allowance). • Dock Door decals (to be included within the $15,000...

  • Page 112
    ...2014, between Prologis, L.P., as Landlord (" Landlord "), and Global Industrial Distribution, Inc., a Delaware corporation, as Tenant (" Tenant ") covering the premises located...if at any time any payment by Tenant to Landlord under the Lease is rescinded or must otherwise be returned by Landlord upon...

  • Page 113
    ...RELATED TO THIS GUARANTY. Guarantor agrees to pay all costs and expenses, including reasonable ...be governed by and construed in accordance with the internal laws of the State which governs the...2014. GUARANTOR: Global Industrial Holdings LLC, A Delaware limited liability company By: Name: Title: - 33 -

  • Page 114
    Exhibit 10.35 EXECUTION VERSION PURCHASE AGREEMENT BY AND AMONG TAKKT AMERICA HOLDING, INC., GLOBAL INDUSTRIAL HOLDINGS LLC AND GLOBAL INDUSTRIAL MEXICO HOLDINGS INC. December 31, 2014

  • Page 115
    ... Page ARTICLE I DEFINITIONS 1.1 Defined Terms ARTICLE II PURCHASE AND SALE; CLOSING; PURCHASE PRICE 2.1 Purchase and Sale 2.2 The Closing 2.3 Consideration 2.4 Purchase Price Adjustment 2.5 Effective Time of Purchase 2.6 Tax Treatment 2.7 Allocation ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE...

  • Page 116
    ...19 Employee Benefit Plans 3.20 Environmental Matters 3.21 Proprietary Rights 3.22 Brokerage 3.23 Seller Contracts and Services; Related Party Transactions; Intercompany Indebtedness 3.24 Inventory 3.25 Accounts Receivable 3.26. Customers and Suppliers 3.27 No Subsidiaries 3.28 Books and Records 3.29...

  • Page 117
    ... Retention of Records 5.10 Benefits 5.11 Employee Benefit Plans 5.12 Tax Matters 5.13 Escheatment Cooperation 5.14 Indebtedness 5.15 Insurance 5.16 Conflicts and Privilege 5.17 Non-competition; Non-solicitation 5.18 Transfer of Milwaukee Property 5.19 Closing Conditions 5.20 Management Reports 5.21...

  • Page 118
    ...Corporate Minute Books and Stock Records 6.11 Bank Accounts 6.12 Seller Employees ARTICLE CONDITIONS PRECEDENT TO THE SELLER'S OBLIGATIONS VII 7.1 Representations and Warranties True on the Closing...Claims 8.6 Right to Cure; Mitigation 8.7 Tax Treatment of Indemnification 8.8 Exclusive Remedy 8.9 ...

  • Page 119
    ... (continued) Page 10.5 Submission to Adjudication 10.6 General ARTICLE XI MISCELLANEOUS 11.1 Further Assurance 11.2 Assignment 11.3 Law Governing Agreement; Jurisdiction 11.4 Amendment and Modification 11.5 Notice 11.6 Expenses 11.7 Entire Agreement; Binding Effect 11.8 Counterparts 11.9 Headings...

  • Page 120
    ... Employment Compliance Government Contract Matters Employees Compensation Employment Litigation Employee Benefit Plans Prohibited Transactions Benefits Compliance Additional Payments due to Transaction Benefits to Former Employees Environmental Claims Hazardous Substances Environmental Orders...

  • Page 121
    ... Ownership Intellectual Property Actions Social Media Accounts Brokerage Seller Contracts and Services Related Party Transactions Intercompany Indebtedness Material Customers Material Suppliers Subsidiaries Related Party Transactions Release of Guarantees TAKKT and Avenue Employees Seller Employees

  • Page 122
    ...Company Limited, a corporation organized under the Laws of the Province of Ontario, Canada ("Avenue" and with C&H Service, C&H Distributors, Industrialsupplies.com , Products for Industry, and C&H Productos, each a "Company" and together the "Companies... consideration, the receipt and sufficiency of...

  • Page 123
    ...business and consumer direct marketing activities primarily relating to durable products in the material handling and storage segment of the maintenance, repair, and operations industry as conducted by the Companies on the date hereof, including as set forth in each Company's catalogues and websites...

  • Page 124
    ... be negative) of cash, short-term investments, marketable securities and other cash equivalents of each of the Companies on hand and in banks, plus deposits and checks in transit to any of the Companies, minus the amount of any checks drawn upon any bank accounts but not cashed (whether held or in...

  • Page 125
    ... obligation to pay royalties or any other consideration) with an annual value of at least $20,000, relating to Intellectual Property to which any Company is a party. "Company IP Registrations" means all Company Intellectual Property that is subject to any issuance registration, application or other...

  • Page 126
    ...unlimited number of authorized Class A Special shares of Avenue. "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended. "Escheatment Payment" shall mean all amounts owing to any Governmental Entity for sums that constitute abandoned or unclaimed property under applicable...

  • Page 127
    ... foregoing. "Government Contract" means any contract (other than purchase orders) entered into between any Company and an agency...listed, defined or regulated as hazardous or toxic or words of similar substance and meaning under Environmental Laws. "IFRS" shall mean International Financial Reporting...

  • Page 128
    ..., trade names, brand names, logos, trade dress, design rights and other similar designations of source, sponsorship, association or origin, together with the goodwill connected with the use of and symbolized by, and all registrations, applications and renewals for, any of the foregoing; (b) internet...

  • Page 129
    ...condition or change, directly or indirectly, arising out of or attributable to: (i) a change after the date hereof in any applicable Laws or accounting rules or the enforcement, implementation or interpretation thereof; (ii) any changes in financial, banking or securities markets in the U.S., Canada...

  • Page 130
    ... Course Receivables" shall mean receivables owing to the Company from Seller and its Affiliates (other than the Company) arising out of the sale of products or services generally offered by the Company in its respective catalogs/websites. "Party" or "Parties" shall mean, individually, each of...

  • Page 131
    ... does not end on) the Closing Date. "Products for Industry" shall have the meaning specified in the recitals. "Proposed Deficiency" shall have the meaning set forth in Section 5.12(d)(i). "Purchase Price" shall mean an amount equal to (a) the Base Price; plus (b) the Final Closing Date Cash; plus or...

  • Page 132
    ...-on minimum, sales and use, ad valorem, transfer, gains, profits, excise, franchise, real and personal property, gross receipts, capital stock, production, business and occupation, disability, employment, payroll, occupation, license, estimated, stamp, mortgage recording, custom duties, value added...

  • Page 133
    ... until such escrow amount has a $0 balance before seeking recovery against the Seller directly. On the next business day following the twelve (12) month anniversary of the Closing Date, the Escrow Agent will pay to the Seller the balance of the Escrowed Amount. Notwithstanding the foregoing, if...

  • Page 134
    2.4 Purchase Price Adjustment. (a) No less than three (3) business days prior to the Closing Date, the Seller shall deliver to the Buyer both on a consolidated and consolidating basis: (i) A balance sheet of the Companies (the "Estimated Balance Sheet"), which shall set forth a good faith estimate...

  • Page 135
    ...used in (or necessary for) any disputed balances set forth in the Closing Date Balance Sheet, and any related books and records of each of the Companies, their accountants and other representatives, available to the Seller and its accountants and other representatives. Such request shall be directed...

  • Page 136
    ... available funds to the account designated in writing by the Buyer, no later than three (3) business days after the completion of the Final Closing Date Balance Sheet. Any payment made under Section 2.4 shall be deemed to be an adjustment to the Purchase Price by the Parties for Tax purposes...

  • Page 137
    ... applicable Law, for Tax, accounting and other computational purposes, the Effective Time will be deemed to have occurred as of 11:59 p.m. on the Closing Date. 2.6 Tax Treatment. The Parties agree to treat the purchase and sale of the membership interests of the U.S. Companies as a purchase and sale...

  • Page 138
    ...any Law applicable to the Seller or any of the Companies. 3.6 No Acquisitions. Except for this Agreement, and as set forth on Schedule 3.6, neither the Seller nor any Company is a party to or bound by any agreement, undertaking or commitment with respect to a purchase, sale, share exchange or tender...

  • Page 139
    ... the Companies are licensed or qualified to do business are listed in Schedule 3.7(a). Each of the Companies has all requisite power and authority to own, operate and lease its properties and to carry on the business conducted by such Company as and where such is now being conducted. C&H Service is...

  • Page 140
    ...company duly organized, validly existing and in good standing under the (e) Laws of the State of Delaware. The authorized membership interests of Products for Industry consist of a sole membership interest (the "PFI Interests") which is owned of record...securities ...compliance with applicable Laws. None...

  • Page 141
    ... and, in the case of the Recent Balance Sheets, to normal year-end and audit adjustments and any other adjustments described therein and to the absence of footnotes thereto. Each of the Companies maintains a standard system of accounting established and administered in accordance with IFRS (and the...

  • Page 142
    ...Seller on behalf of each of the Companies have been timely filed and all such Tax Returns have been prepared in compliance with all applicable Laws and are true, complete and accurate in all respects. (c) All Taxes imposed for all periods open under the applicable statute of limitations upon each of...

  • Page 143
    ... comparable provision of state, local or foreign Tax Laws), or use of an improper method of accounting, for a taxable period ending on or prior to the Closing Date; (ii) ordinary course of business; (iii) (iv) (v) (r) Tax Returns. an installment sale or open transaction occurring on or prior to the...

  • Page 144
    ...(e) ordinary course of business and not in excess of $15,000; (f) Made any payment of, or commitment to pay, any "stay put", change of control, "golden parachute", severance or termination pay to any employee in respect of the sale, reorganization or merger of any Company, including the transactions...

  • Page 145
    ...50,000; Imposed any Liens upon any of the Company properties, Equity or assets, tangible or intangible; Entered into a new line of business or abandoned or discontinued any existing lines of business; (s) Adopted any plan of merger, consolidation, reorganization, liquidation or dissolution or filed...

  • Page 146
    ... in lieu of condemnation or eminent domain proceedings. 3.13 Bank Accounts. Schedule 3.13 sets forth the names and locations of all banks, trust companies, savings and loan associations and other financial institutions at which each of the Companies maintains a safe deposit box, lock box or checking...

  • Page 147
    ... or other unlawful payment; or (iv) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; and each Company has instituted and maintained policies reasonably designed to promote and achieve compliance with applicable anti...

  • Page 148
    .... 3.16 Insurance. Schedule 3.16 contains a list of and description of all insurance policies (other than those that are Employee Benefit Plans) maintained by each of the Companies and the Seller. Such policies are (a) valid, outstanding and enforceable policies subject to the terms, conditions...

  • Page 149
    ... the applicable Law, or that would impose any other obligations on the Companies arising directly from the transactions contemplated by this Agreement; (vi) A written employment agreement requiring annual payments by any Company equal to or greater than $100,000 with any employee of any Company or...

  • Page 150
    ...right or obligation or the loss of any benefit thereunder. (c) Except as set forth on Schedule 3.17(b.), since October 1, 2014, no Company has accelerated payments under or performance under, terminated or materially modified any Material Contracts. 3.18 Employee Matters. (a) Except as set forth in...

  • Page 151
    ...: (i) employee name; (ii) title or position (including whether full or part time) and which Company the person is employed by or if different than employing Company, which Company the employee substantially performs services for; (iii) hire date; and (iv) current annual base compensation rate; and...

  • Page 152
    ... of the applicable Company, and are complete and correct in all material respects and in a form which is sufficient for the lawful administration of the Employee Benefit Plans. Except as set forth in Schedule 3.19(a), (i) no U.S. Company, or any corporation or trade or business under common...

  • Page 153
    ... of each Employee Benefit Plan and applicable Law and all amounts have been properly accrued to date as liabilities, including but not limited to any incurred but not reported ("IBNR") medical and dental expenses, of each of the Companies which have not been paid have been properly recorded on the...

  • Page 154
    ...since January 1, 2012, no Company has stored, disposed of, arranged for or...list of sites requiring investigation or cleanup. (f) Since January 1, 2012, each Company has obtained, or has timely applied for, all Environmental Permits necessary under applicable Environmental Laws to conduct its business...

  • Page 155
    ... preserve the confidentiality of all trade secrets included in Company Intellectual Property. (f) To the Seller ' s Knowledge, the conduct of each Company ' s business as currently and formerly conducted, and the products, processes and services of each Company, have not infringed, misappropriated...

  • Page 156
    ...(h) lists all social media accounts used in the Business by the Companies. (i) To the Seller's Knowledge, each Company has a valid right to use the content on the websites that each Company uses for its current business or operations. 3.22 Brokerage. Except as set forth on Schedule 3.22, no Company...

  • Page 157
    ... Balance Sheets of each Company and the accounts receivable arising after the date thereof and prior to Closing (a) have arisen from bona fide transactions entered into by each Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past...

  • Page 158
    ...rented or leased customer lists generally made available in the marketplaces in which the Business is conducted, none of the Seller nor any of its Affiliates has received or obtained since January 1, 2008, or has possession of any customer list or portion thereof of any of the Companies, and neither...

  • Page 159
    ... Buyer was not created, and is not being used, solely to purchase and hold securities in reliance on an exemption from registration or from prospectus requirements under applicable securities Laws. 4.6 herein. 4.7 Financing. The Buyer has available cash resources in place in an amount sufficient to...

  • Page 160
    ... of the Companies shall use commercially reasonable efforts to maintain, preserve, (b) renew and keep in favor and effect the existence, rights and franchises of such Company and to keep the business organization of such Company intact. (c) No Corporate Changes. No Company shall amend its Governing...

  • Page 161
    ... ordinary course of Each of the Companies shall maintain its books and records in accordance with past practice. Each of the Companies shall comply in all material respects with all applicable Laws. Efforts to Close. (a) Each Party will use commercially reasonable efforts to cause the conditions...

  • Page 162
    ... 13, 2014, as amended to the date hereof, shall remain in full force and effect (the "Confidentiality Agreement"). None of the Seller, the Buyer or any of the Companies shall issue any notices, releases, statements and communications generally directed to employees, suppliers, customers and the...

  • Page 163
    ... to the fullest extent permitted under applicable Law and to the extent provided by the Seller or a Company prior to Closing, the individuals who on or prior to the Closing Date were directors, managers, officers or employees of each of the Companies (collectively, the "Indemnitees") with respect to...

  • Page 164
    ... may request proof from Buyer of the insurance required under this Section 5.8 at any time. 5.9 Retention of Records. The Buyer shall cause each of the Companies to retain all books and records relating to pre-Closing Tax, accounting or legal matters for a period of at least six (6) years from the...

  • Page 165
    ... reimbursed under the applicable flexible spending account under the Employee Benefit Plans prior to the Closing Date. As soon as reasonably practicable after the Closing Date, to the extent not reflected as a liability on each of the U.S. Companies ' books and records, the Seller shall pay to the...

  • Page 166
    ...of the employee ' s employment agreement or applicable Law require the payment of such bonus. Buyer will be solely responsible for the costs of any welfare benefits, including but not limited to vision, (i) dental and health benefits, for the employees of each of the U.S. Companies after the Closing...

  • Page 167
    ... rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number...

  • Page 168
    ... Buyer and the Seller without further adjustment. (d) Audits. (i) If the Buyer or any Company receives any written notice from a Taxing authority of any examination, investigation, audit or other proceeding in respect of any Tax Return for any Pre-Closing Tax Period, including any Straddle Period...

  • Page 169
    ... any Straddle Period) that ends after the Closing Date. Any such amounts shall be paid by the Buyer to the Seller within five (5) business days of receipt or crediting. (g) Transfer Taxes. All sales, use, transfer, documentary, stamp or other similar Taxes payable as a result of the consummation of...

  • Page 170
    ... to be retained, all books and records with respect to Escheatment Payment matters pertinent to the Companies relating to any period beginning on or prior to the Closing Date until the expiration of the statute of limitations for assessment of the applicable Escheatment Payments (and, to the extent...

  • Page 171
    ...) between any Company and customers or suppliers of such Company. Notwithstanding the foregoing, the Seller may own, directly or indirectly, solely as an investment, up to two (2%) percent of the capital stock of any corporation required to file reports pursuant to the Securities Exchange Act of...

  • Page 172
    ... the period between the date of this Agreement and the Closing Date, the Seller shall deliver to the Buyer, within fifteen (15) days after the end of the relevant period monthly profit and loss account, balance sheet and management reports, in the form currently used, for each of the Companies. 51

  • Page 173
    ... purchasing the paper for such Company ' s catalog work from Quad/Graphics, Inc. 5.25 Current Employees. Buyer assumes, and agrees to indemnify and defend Seller for all Liabilities, including all payments, fines and penalties under the Workers Adjustment and Retraining Notification Act, 29...

  • Page 174
    ... and Avenue employees listed in Schedule 5.26, Seller shall keep and maintain possession of their personnel and employment files and records. To the extent any such records (in whatever format) remain in the possession of any of the Companies subsequent to Closing, Buyer agrees to promptly return to...

  • Page 175
    ... officers of each of the Companies (but any officers of any of the Companies who are also employees of such Company need not resign from their employment with such Company or provide such release). C&H Productos. Meeting minutes reflecting (i) the approval of the sale of the Mexican Purchased Equity...

  • Page 176
    ...the original corporate minute books, corporate seals and stock records of each Company to the Buyer. 6.11 satisfaction. Bank Accounts. The signatories to the bank accounts listed in Schedule 3.13 shall have been changed to the Buyer ' s 6.12 Seller Employees. All employees that perform services for...

  • Page 177
    ... Transition Services Agreement signed by the Buyer. Escrow Agreement. The Escrow Agreement signed by the Buyer. Milwaukee Office Lease. The Milwaukee Office Lease signed by the Buyer. (g) C&H Productos. Meeting minutes reflecting (i) resignations of the board members and appointment of a new board...

  • Page 178
    ... 3.19 (Employee Benefit Plans) shall survive for a period of six years after the Closing Date; (d) Section 3.20 (Environmental Matters) shall survive for a period of ten years after the Closing Date ; and (e) Section 3.10 (Tax Matters) shall survive for the full period of all applicable statutes of...

  • Page 179
    ... or any Company with respect to the Seller ' s Employees; (vi) any and all Taxes imposed on any Company that arises out of the disposition of the property at 770 S. 70th Street, Milwaukee, Wisconsin. 58 For any Losses in excess of 15% percent of the Purchase Price, as adjusted pursuant to Section...

  • Page 180
    ...affected by the Buyer ' s failure to comply with Section 5.8 ...as of the Closing; Any nonfulfillment...which indemnification is available under Section 8.2...entitled to receive a payment in respect of such...reasonably ascertainable at the time such claim is made ... days after the receipt by the Indemnifying ...

  • Page 181
    ...pay...using reasonable efforts to collect available insurance proceeds and to pursue recoveries against Persons other than the Indemnifying Party. In addition, the Buyer must cause each of the Companies to maintain following the Closing insurance coverages appropriate to each of the respective business...

  • Page 182
    ... payment made pursuant to this Article VIII as an adjustment to the Purchase Price for all Tax ...Closing has not occurred by February 3, 2015 or the date of such notice, whichever is later; (ii) Within five days after the Buyer's receipt of an Updated Schedule which discloses an issue to the Companies...

  • Page 183
    ... whichever is later; (ii) its obligations hereunder; or (iii) The Closing has not occurred by February 3, 2015, for reasons other than the failure of the Seller to perform If the Buyer proposes to renegotiate the Purchase Price. 9.2 Effect of Termination. If this Agreement is terminated as provided...

  • Page 184
    ...business. The Buyer and the Seller shall meet at a mutually acceptable time...exchange relevant information and to attempt to resolve the Dispute. If the Dispute has not been resolved within thirty (30) calendar days of service... upon location and ...at mediation will not be productive; or (iii) the Buyer...

  • Page 185
    ...Remedies. At any time during the procedures ...pay the other Party ' s costs, fees, including, without limitation, attorneys ' fees, and/or expenses incurred in connection with the application of the provisions of this Article X of this Agreement. (g) Replacement. If CPR is no longer in business...

  • Page 186
    ... transmission or other electronic means of transmitting written documents; or (c) sent to the Parties at their respective addresses indicated herein by registered or certified U.S. mail, return receipt requested and postage prepaid, or by private overnight mail courier service. The respective...

  • Page 187
    ... actual receipt; if electronically transmitted pursuant to this paragraph, such communication shall be deemed delivered the next business day after...on the receipt issued by the relevant postal service, or, if the addressee fails or refuses to accept delivery, as of the date of such failure or refusal...

  • Page 188
    ..., or part of this Agreement, or the application thereof under...used in this Agreement (whether or not such terms are followed by the phrase "but not limited to" or "without limitation" or words of similar effect) in connection with a listing of items within a particular classification, that listing...

  • Page 189
    ...business of the Companies as a going concern constitute unique property. There is no adequate remedy at Law for the damage which any Party might sustain for failure... DELIVERED AT THE CLOSING CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF ANY OF THE COMPANIES, THE SELLER AND...

  • Page 190
    ...above written. THE SELLER: TAKKT AMERICA HOLDING, INC. By: /s/ Dr. Felix Zimmerman Name: Dr. Felix Zimmerman Its: Chairman THE BUYER: GLOBAL INDUSTRIAL HOLDINGS LLC By: /s/ Lawrence P. Reinhold Name: Lawrence P. Reinhold Its: Vice President THE MEXICAN BUYER GLOBAL INDUSTRIAL MEXICO HOLDINGS INC. By...

  • Page 191
    ... Company and/or Buyer by Oracle for the assignment of the Software License and Services Agreement by and between Seller (by definition, includes C&H Distributors, C&H Productos, Products for Industry, and Avenue) and PeopleSoft USA, Inc. (Oracle), dated June 30, 2004, including all signed Schedules...

  • Page 192
    ... the Agreement. Seller shall have subleased the Reno lease to C&H Service prior to the Closing Date. 7. 8. (a) and effect. (b) This Amendment shall be...the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. ...

  • Page 193
    ... first written above. THE SELLER: TAKKT AMERICA HOLDING, INC. By: /s/ Dr. Felix Zimmerman Name: Dr. Felix Zimmerman Its: Chairman THE BUYER: GLOBAL INDUSTRIAL HOLDINGS LLC By: /s/ Lawrence Reinhold Name: Lawrence Reinhold Its: Vice President THE MEXICAN BUYER: GLOBAL INDUSTRIAL MEXICO HOLDINGS INC...

  • Page 194
    ...) Software Licensing Center Inc. Streak Products Inc. Systemax Business Services K.F.T. Systemax EMEA Technology Group Limited Systemax Europe Sarl Systemax Global Solutions Inc. Systemax Italy S.R.L. Systemax OY Systemax Polska Sp. Z.o.o. Systemax Puerto Rico Inc. SYX Distribution Inc. SYX North...

  • Page 195
    Wstore Europe S.A.S. Wstore UK (dormant) France United Kingdom

  • Page 196
    ... of Systemax Inc., and subsidiaries and the effectiveness of internal control over financial reporting of Systemax Inc. and subsidiaries included in this Annual Report (Form 10-K) of Systemax Inc. and subsidiaries for the year ended December 31, 2014. /s/ Ernst & Young LLP New York, New York March...

  • Page 197
    ...1. I have reviewed this annual report on Form 10-K of Systemax Inc. (the "registrant"); 2. Based on my knowledge, this report does not contain any untrue...record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees...

  • Page 198
    ...1. I have reviewed this annual report on Form 10-K of Systemax Inc. (the "registrant"); 2. Based on my knowledge, this report does not contain any untrue...record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees...

  • Page 199
    ... OFFICER The undersigned, the Chief Executive Officer of Systemax Inc., hereby certifies that Systemax Inc.'s Form 10-K for the Year Ended December 31, 2014 fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78 (o)(d)) and...

  • Page 200
    ... OFFICER The undersigned, the Chief Financial Officer of Systemax Inc., hereby certifies that Systemax Inc.'s Form 10-K for the Year Ended December 31, 2014 fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78 (o)(d)) and...