CompUSA 2014 Annual Report Download - page 191

Exhibit 10.36
AMENDMENT NO. 1
TO
PURCHASE AGREEMENT
This Amendment No. 1 (this “Amendment”) to the Purchase Agreement by and among TAKKT America Holding, Inc. (the “Seller”
),
Global Industrial Holdings LLC (the “Buyer”) and Global Industrial Mexico Holdings Inc. (the “Mexican Buyer”)
dated December 31, 2014 (the
“Purchase Agreement”), is executed as of the 30th day of January, 2015, and amends the Purchase Agreement as set forth herein.
IN CONSIDERATION of the mutual agreements hereinafter set forth, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1. The definition of Base Price shall be deleted in its entirety and replaced with the following:
“Base Price” shall mean Twenty-five Million Ninety Thousand U.S. Dollars (US$25,090,000).
2. Section 8.3(a) shall be amended by inserting the following at the end thereof:
(iv) any payments made by Seller under the Parent Guarantee by and between Lakeview XII Venture, LLC and TAKKT AG, dated
December 16, 2009 with respect to claims that the Landlord may have in the future under the Industrial Building Lease for 8123 116th
Street, Pleasant Prairie, Wisconsin by and between C&H Service and Lakeview XII Venture, LLC, dated December 18, 2009, against
C&H Service; provided that Buyer shall have no obligation to reimburse Seller with respect to any letter of credit that the Seller may be
required to provide under such Parent Guarantee.
3. Section 8.2(a)(iii) shall be inserted into the Agreement:
Section 8.2(a) (iii) A claim of breach by the landlord under the Lease Agreement for 900 North Hills Blvd, Suite 300, Reno, Nevada
89506 by and between Seller and Bre/NV Industrial Properties L.L.C. dated May 27, 2003, as amended to the date of this Amendment
due to a claim that consent was required either for granting a Sublease dated January 29, 2015 by and between Seller and C&H Service
LLC or due to the transactions contemplated by this Agreement.
4. Section 8.2(a)(iv) shall be inserted into the Agreement:
Section 8.2(a)(iv) Any licensing fees or other costs charged to any 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 thereto, as amended.
Such indemnity shall terminate as of the date that there is an executed Assignment and Certification of Non Possession among Seller,
Buyer, and Oracle.
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