Reference
is made to the Asset Purchase Agreement, dated January 5, 2008 (the “Asset
Purchase Agreement”), by and among Systemax Inc., a Delawarecorporation (“Systemax”), New SAH
Corp., a Delawarecorporation and
a wholly-owned subsidiary of Systemax, DotDeal Inc., a Floridacorporation and a wholly-owned subsidiary
of Systemax, Longhorn Inc., a Delawarecorporation
and a wholly-owned subsidiary of Systemax (the “Real Estate Buyer”), and
CompUSA Inc., a Delaware corporation. Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed to
such terms in the Asset Purchase Agreement.
1.1 Amendment. In accordance with Section 10.10 of the
Asset Purchase Agreement, the Parties hereby agree to amend the Asset Purchase
Agreement as follows:
Section 2.1(b) of the Asset Purchase
Agreement is amended to add the following at the end thereof:
“Notwithstanding anything herein or in any Closing Notice to the
contrary, (i) the Real Estate Closing for the Purchased Real Estate Assets
and Assumed Real Estate Liabilities relating to the Acquired Premises located
in Altamonte Springs, Florida, Orlando, Florida, Plano, Texas and Guaynabo,
Puerto Rico shall occur on March 3, 2008, or such date or dates as the
Parties may mutually agree, (ii) the Real Estate Closing for the Purchased
Real Estate Assets and Assumed Real Estate Liabilities relating to the Acquired
Premises located in Plantation, Florida shall occur on February 25, 2008,
or such date as the Parties may mutually agree and (iii) the Real Estate
Closing for the Purchased Real Estate Assets and Assumed Real Estate
Liabilities relating to the Acquired Premises located in Clearwater, Florida, in Brandon, Florida
and at 9041 Southside Blvd., Unit #118, Jacksonville, Florida32256, shall occur on February 18, 2008, or such date or
dates as the Parties may mutually agree; provided, that, with respect to
the Real Estate Closings set forth in subparagraph (iii), the Real Estate Buyer
shall be deemed to have satisfied its obligations set forth in Section 2.5(b) hereof
and the closing condition set forth in Section 8.3(d) hereof if the
Real Estate Buyer delivers the applicable Real Estate Purchase Price for these
Acquired Premises by no later than 4:00 p.m. on February 19, 2008.”
1.2 Escrow Account.
The Parties hereby acknowledge and agree that, notwithstanding anything
in the Asset Purchase Agreement or in any Closing Notice to the contrary, the
amount set forth on Schedule I attached hereto of the applicable Real Estate
Purchase Price for the Purchased Real Estate
Assets relating to the Acquired Premises located in Miami, Florida and
Altamonte Springs, Florida (the “Escrowed Amounts”) shall be deposited
into an escrow account (the “Escrow Account”) for such time and subject
to the terms and conditions set forth in that certain Escrow Agreement, dated
as of February , 2008, among Wilmington Trust
Company, the Seller and the Real Estate Buyer.
The Parties acknowledge that with respect to the Escrowed Amounts, and
only with respect to the these amounts, the Escrow Account is the account
designated by Seller to receive the Real Estate Purchase Price pursuant to Section 2.5(b) of
the Asset Purchase Agreement. The
remaining amount of the applicable Real Estate Purchase Price for such
Purchased Real Estate Assets shall be delivered to the Seller’s account
previously designated by the Seller and otherwise as set forth in the Asset
Purchase Agreement.
1.3 Governing Law.
This Letter shall be governed by and construed in accordance with the
laws of the State of New York.
1.4 Headings. The
caption headings in this Letter are for convenience only and are not intended
to be a part of this Letter and shall not be construed to modify, explain or
alter any of the terms, covenants or conditions herein contained.
1.5 Counterparts and
Signature. This Letter may be
executed in two or more counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same document. All signatures of the parties to this Letter
may be transmitted by facsimile, and such facsimile will, for all purposes, be
deemed to be the original signature of such party whose signature it reproduces
and will be binding upon such party.
1.6 Effect on Asset
Purchase Agreement. Except as modified hereby, the Asset Purchase Agreement
shall continue in full force and effect in accordance with its terms.
