SECOND AMENDMENT TO SECOND AMENDED & RESTATED LOAN & SECURITY AGREEMENT



 Exhibit 10.2 
 SECOND AMENDMENT 
 TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT 
 THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) dated January 9, 2007
and effective as of December 15, 2006, is entered into among MODUSLINK CORPORATION, a Delaware corporation (“ModusLink”), SALESLINK LLC, a Delaware limited liability company (“SalesLink”), SALESLINK MEXICO
HOLDING CORP., a Delaware corporation (“SalesLink Mexico”) (each herein called a “Borrower” and collectively, the “Borrowers”), the lenders party hereto (herein collectively called the
“Lenders” and each individually called a “Lender”) and LASALLE BANK NATIONAL ASSOCIATION, as a Lender and as Agent for the Lenders. 
 W I T N E S S E T H: 
 WHEREAS, the Borrowers and the Lenders are parties to that certain
Second Amended and Restated Loan and Security Agreement dated as of October 31, 2005 as amended by that certain First Amendment to Second Amended and Restated Loan and Security Agreement dated as of October     , 2006
(the “Existing Loan Agreement” and as the Existing Loan Agreement is amended and modified by this Amendment, the “Amended Loan Agreement”); 
 WHEREAS, Borrowers have requested that the Lenders modify the Existing Loan Agreement in certain respects; and 
 WHEREAS, the Lenders are willing to modify the Existing Loan Agreement in certain respects subject to the terms and conditions set forth herein.

 NOW, THEREFORE, in consideration of the premises contained herein and other good and valuable consideration, it is agreed that:

 SECTION 1 
 DEFINED TERMS 
 Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Existing
Loan Agreement. 







 SECTION 2 
 AMENDMENT TO EXISTING LOAN AGREEMENT 
 Extension of Delivery Date of Financial
Reports. Subsection (i) of Section 7.2(C) of the Existing Loan Agreement is hereby amended by deleting the subsection in its entirety and substituting the following therefor: 
 “(i) as soon as available, but not later than January 31, 2007 for the fiscal year of Borrowers ended 2006, and not later than
one hundred twenty (120) days after the close of each fiscal year of Borrowers thereafter, (a) financial statements of Borrowers and Subsidiaries prepared on a consolidated basis (including a balance sheet, statement of income and retained
earnings and cash flow, all with supporting footnotes) as at the end of such year and for the year then ended, all in reasonable detail as requested by Agent and audited by a firm of independent certified public accountants of recognized standing
selected by Borrowers and approved by Agent, together with an unqualified opinion thereon from such certified public accountants and (b) internally prepared financial statements of Borrowers and Subsidiaries prepared on a consolidated basis by
business line for the last quarter of such fiscal year of Borrowers, together with a calculation sheet related thereto, signed by an authorized officer of each Borrower;” 
 SECTION 3 
 REPRESENTATIONS AND WARRANTIES 
 Each Borrower hereby jointly and severally represents and warrants to Lenders that: 
 3.1 Due Authorization, etc. The execution and delivery of this Amendment and the performance of such Borrower’s obligations under the
Amended Loan Agreement are duly authorized by all necessary corporate or company action, do not require any filing or registration with or approval or consent of any governmental agency or authority, do not and will not conflict with, result in any
violation of or constitute any default under any provision of its certificate of incorporation or organization, as applicable, or by-laws or limited liability company agreement, as applicable, or that of any of its Subsidiaries or any material
agreement or other document binding upon or applicable to it or any of its Subsidiaries (or any of their respective properties) or any material law or governmental regulation or court decree or order applicable to it or any of its Subsidiaries, and
will not result in or require the creation or imposition of any Lien in any of its properties or the properties of any of its Subsidiaries pursuant to the provisions of any agreement binding upon or applicable to it or any of its Subsidiaries.

 3.2 Validity. This Amendment has been duly executed and delivered by such Borrower and, together with the Amended Loan
Agreement, are the legal, valid and binding obligations of such Borrower to the extent such Borrower is a party thereto, enforceable against such Borrower in accordance with their respective terms subject, as to enforcement only, to bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforceability of the rights of creditors generally. 
 3.3
Representations and Warranties. The representations and warranties contained in Section 6 of the Existing Loan Agreement are true and correct on the date of this Amendment, except to the extent that such representations and
warranties (a) solely relate to an earlier date or (b) have been changed by circumstances permitted by the Amended Loan Agreement. 
  

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 SECTION 4 
 CONDITIONS PRECEDENT 
 The amendment set forth in Section 2 of this Amendment shall
become effective upon satisfaction of all of the following conditions precedent: 
 4.1 Receipt of Documents. Agent shall have
received all of the following, each in form and substance satisfactory to Agent: 
 (a) Amendment. A counterpart
original of this Amendment duly executed by Borrowers. 
 (b) Secretary’s Certificate. A certificate of the
secretary of each Borrower dated the date of the execution of this Amendment substantially in the form of Exhibit A to this Amendment. 
 (c) Officer’s Certificate. A certificate of the chief financial officer of each Borrower dated the date of the execution of this Amendment, substantially in the form of Exhibit B to this Amendment.

 (d) Other. Such other documents as Agent may reasonably request. 
 4.2 Other Conditions. No Event of Default or Default shall have occurred and be continuing. 
 SECTION 5  
 MISCELLANEOUS

 5.1 Warranties and Absence of Defaults. In order to induce Lenders to enter into this Amendment, each Borrower
jointly and severally hereby warrants to Lenders, as of the date of the actual execution of this Amendment, that (a) no Event of Default or Default has occurred which is continuing as of such date and (b) the representations and warranties
in Section 3 of this Amendment are true and correct. 
 5.2 Documents Remain in Effect. Except as amended and modified by
this Amendment, the Existing Loan Agreement and the other documents executed pursuant to the Existing Loan Agreement remain in full force and effect and each Borrower hereby ratifies, adopts and confirms its representations, warranties, agreements
and covenants contained in, and obligations and liabilities under, the Existing Loan Agreement and the other documents executed pursuant to the Existing Loan Agreement. 
 5.3 Reference to Loan Agreement. On and after the effective date of this Amendment, each reference in the Amended Loan Agreement to “this Agreement,” “hereunder,” “hereof,”
“herein” or words of like import, and each reference to the “Loan Agreement” in any Note and in any Ancillary Agreement, or other agreements, documents or other instruments executed and delivered pursuant to the Amended Loan
Agreement, shall mean and be a reference to the Amended Loan Agreement. 
  

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 5.4 Headings. Headings used in this Amendment are for convenience of reference only, and
shall not affect the construction of this Amendment. 
 5.5 Counterparts. This Amendment may be executed in any number of
counterparts, and by the parties hereto on the same or separate counterparts, and each such counterpart, when executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same
Amendment. 
 5.6 Expenses. Borrowers agree to pay on demand all costs and expenses of Lenders (including reasonable fees,
charges and disbursements of Lenders’ attorneys) in connection with the preparation, negotiation, execution, delivery and administration of this Amendment and all other instruments or documents provided for herein or delivered or to be
delivered hereunder or in connection herewith. In addition, Borrowers agree to pay, and save Lenders harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of this Amendment, the
borrowings under the Amended Loan Agreement, and the execution and delivery of any instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith. All obligations provided in this Section 5.6
shall survive any termination of this Amendment or the Amended Loan Agreement. 
 5.7 Governing Law. This Amendment shall be a
contract made under and governed by the internal laws of the State of Illinois. Wherever possible, each provision of this Amendment shall be interpreted in such a manner as to be effective and valid under applicable laws, but if any provision of
this Amendment shall be prohibited by or invalid under such laws, such provisions shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this
Amendment. 
 5.8 Successors. This Amendment shall be binding upon Borrowers, Lenders and their respective successors and
assigns, and shall inure to the benefit of Borrowers, Lenders and the successors and assigns of Lenders. 
 [signature page attached]

  

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 IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first written
above. 
  

									
	BORROWERS:	 		 	
			
	 MODUSLINK CORPORATION
 a Delaware
corporation
	 		 	 SALESLINK LLC
 a Delaware limited liability
company

					
	By:	 	/s/ David J. Riley	 		 	By:	 	/s/ David J. Riley
	Name:	 	David J. Riley	 		 	Name:	 	David J. Riley
	Title:	 	Interim Chief Financial Officer and Treasurer	 		 	Title:	 	Interim Chief Financial Officer
			
	 SALESLINK MEXICO HOLDING CORP.
 a Delaware
corporation
	 		 	
					
	By:	 	/s/ David J. Riley	 		 		 	
	Name:	 	David J. Riley	 		 		 	
	Title:	 	Interim Chief Financial Officer	 		 		 	

 Second Amendment to Second Amended and Restated Loan and Security Agreement 








			
	LENDERS:
	
	 LASALLE BANK NATIONAL ASSOCIATION,
 as a
Lender and as Agent

		
	By:	 	/s/ David Bacon
	Name:	 	David Bacon
	Title:	 	Vice President
	
	Address
	 LaSalle Bank National Association
 135 South
LaSalle
 Chicago, Illinois 60603
 Attention: David
Bacon
 Fax: (312) 904-0409

	
	 CITIZENS BANK OF MASSACHUSETTS,
 as a
Lender

		
	By:	 	/s/ Victoria P. Lazzell
	Name:	 	Victoria P. Lazzell
	Title:	 	Senior Vice President
	
	Address
	 Citizens Bank of Massachusetts
 53 State
Street
 8th
Floor
 Boston, Massachusetts 02109
 Attention: Victoria P.
Lazzell
                   Senior Vice President
 Fax: (617) 742-9548



 Second Amendment to Second Amended and Restated Loan and Security Agreement