Second Amendment to Agreement for Wholesale Financing

EX-10 5 ex10-53.htm SECOND AMENDMENT TO GE FINANCING AGREEMENT Second Amendment to Agreement for Wholesale Financing

EXHIBIT 10.53

AMENDMENT TO AGREEMENT FOR WHOLESALE FINANCING

(Amendment No. 2)

This Amendment to Agreement for Wholesale Financing ("Amendment") is entered into as of this 12th day of April, 2004, by and among PC Mall, Inc., formerly known as IdeaMall, Inc, a Delaware corporation having a principal place of business located at 2555 W. 190th Street, Suite #201,Torrance, California 90504 ("PCM"), PC Mall Sales, Inc., formerly known as Creative Computers, Inc., a California corporation having a principal place of business located at 2555 W. 190th Street, Suite #205, Torrance, California 90504 ("PCMS"), ecost.com, Inc., a Delaware corporation having a principal place of business located at 2555 W. 190th Street, Suite #106, Torrance, California 90504 ("ECI"), eLinux.com, Inc., a Delaware corporation having a principal place of business located at 2555 W. 190th Street, Suite #205, Torrance, California 90504 ("ELI"), CCIT, Inc., formerly known as Creative Computers Integrated Technologies, Inc., a Delaware corporation having a principal place of business located at 1155 West Dundee Road, Suite #100, Arlington Heights, IL 60004 ("CCIT"), ComputAbility Limited, a Delaware corporation having a principal place of business located at North 92 West, 14612 Anthony Avenue, Menomonee Falls, Wisconsin 53051 ("CAL"), WF Acquisition Sub, Inc., a Delaware corporation having a principal place of business located at 19 Morgan, Suite #104, Irvine, California 92618 ("WFA"), AF Services, Inc., a Delaware corporation having a principal place of business located at 2555 W. 190th Street, Suite #204, Torrance, California 90504 ("AFS"), PC Mall Gov, Inc., a Delaware corporation having a principal place of business located at 2201 Cooperative Way, Suite 301, Herndon, Virginia 20171 ("PCMG"), SIFY, Inc., formerly known as ClubMac, Inc., a Delaware corporation having a principal place of business located at 19 Morgan, Suite #202, Irvine, California 92618 ("CMI"), Onsale, Inc., a Delaware corporation having a principal place of business located at 2555 W. 190th Street, Suite #202, Torrance, California 90504 ("OSI"), AV Acquisition, Inc., a Delaware corporation having a principal place of business located at 2555 W. 190th Street, Torrance, California 90504 ("AVA"), Mall Acquisition 1, Inc., a Delaware corporation having a principal place of business located at 2555 W. 190th Street, Torrance, California 90504 ("MA1"), and Mall Acquisition 2, Inc., a Delaware corporation having a principal place of business located at 2555 W. 190th Street, Torrance, California 90504 ("MA2"). (PCM, PCMS, ECI, ELI, CCIT, CAL, WFA, AFS, PCMG, CMI, OSI, AVA, MA1 and MA2 are referred to herein, individually, collectively, and jointly and severally, as "Borrower") and GE Commercial Distribution Finance Corporation ("CDF").

WITNESSETH:

WHEREAS, Borrower and CDF are parties to that certain Agreement for Wholesale Financing dated as of March 17, 2003 (as amended, the "Agreement"); and

WHEREAS, Borrower and CDF desire to extend the Agreement so that it does not terminate on April 14, 2004.

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Borrower and CDF hereby agree as follows:

1. The first sentence of Section 18 of the Agreement is restated in its entirety to read as follows: "Except as set forth in this Section 18, this Agreement shall terminate on March 14, 2005 (the "Scheduled Termination Date")."

2. No Other Modifications. Except as previously modified or amended herein, all other terms and provisions of the Agreement shall remain unmodified and in full force and effect and the Agreement, as hereby amended, is ratified and confirmed by CDF and Dealer.

3. Capitalized Terms. Except as otherwise defined herein, all capitalized terms will have the same meanings set forth in the Agreement.

4. Counterparts. This Amendment may be executed in several counterparts, and each executed copy will constitute an original instrument, but such counterparts will together constitute but one and the same instrument.

5. Notwithstanding anything herein to the contrary: (a) each of the parties hereto may rely on any facsimile copy hereof, and (b) such facsimile copy will be deemed an original, and the best evidence thereof for all purposes.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date above written.

GE COMMERCIAL DISTRIBUTION PC MALL, INC.

FINANCE CORPORATION

By: /s/ David J. Lynch By: /s/ Frank Khulusi

David J. Lynch Frank Khulusi, President

Vice President of Operations

ATTEST:

/s/ Theodore Sanders

Theodore Sanders, Secretary

PC MALL SALES, INC.

By: /s/ Rory Zaks

Roy Zaks, President

ATTEST:

/s/ Pete Freix

Pete Freix, Secretary

ECOST.COM, INC.

This corporation has only one officer. _/s/GG_

[Initial]

By: /s/ Gary Guy

Gary Guy, President

ELINUX.COM, INC.

By: /s/ Dan DeVries

Dan DeVries, President

ATTEST:

/s/ Theodore Sanders

Theodore Sanders, Secretary

CCIT, INC.

By: /s/ Richard Lepow

Rick Lepow, President

ATTEST:

/s/ Rich Hoffman

Rich Hoffman, Secretary

COMPUTABILITY LIMITED

This corporation has only one officer. /s/PLZ

[Initial]

By: /s/ Pete Zuiker

Pete Zuiker, President

WF ACQUISITION SUB, INC.

By: /s/ William Neary

Bill Neary, President

ATTEST:

/s/ Harry T. Martin

Harry Martin, Secretary

AF SERVICES, INC.

By: /s/ Simon Abuyounes

Simon Abuyounes, President

ATTEST:

/s/ Mark Funk

Mark Funk, Secretary

PC MALL GOV, INC.

By: /s/ Alan Bechara

Alan Bechara, President

ATTEST:

/s/ Sharon Ennis

Sharon Ennis, Secretary

SIFY, INC. formerly known as

CLUBMAC, INC.

This corporation has only one officer. /s/ RF

[Initial]

By: /s/ Read Fenner

Read Fenner, President

ONSALE, INC.

By: /s/ Sam Khulusi

Sam Khulusi, President

ATTEST:

/s/ Brian Williams

Brian Williams, Secretary

AV ACQUISITION, INC.

By: /s/ Frank Khulusi

Frank Khulusi, President

ATTEST:

/s/ Theodore Sanders

Theodore Sanders, Secretary

MALL ACQUISITION 1, INC.

By: /s/ Frank Khulusi

Frank Khulusi, President

ATTEST:

/s/ Theodore Sanders

Theodore Sanders, Secretary

MALL ACQUISITION 2, INC.

By: /s/ Frank Khulusi

Frank Khulusi, President

ATTEST:

/s/ Theodore Sanders

Theodore Sanders, Secretary

CONSENT

Congress Financial Corporation (Western), a California corporation consents to the terms of the foregoing Amendment to Agreement for Wholesale Financing (Amendment No. 2).

CONGRESS FINANCIAL CORPORATION (WESTERN)

By: /s/ Gary D. Cassianni

Name: Gary D. Cassianni

Title: Vice President