exv10w2



 






EXHIBIT 10.2




Agreement for IBM Global Financing Platinum Plan




Invoice Discounting Schedule




Supplies Distributors S.A./Business Supplies Distributors Europe B.V.




	 	 	 	 	 	 	 	 	 	 	 	 
	 	Your Name

	 	 	Supplies
Distributors S.A.
and Business
Supplies
Distributors Europe
B.V.
	 	 	Schedule Number
	 	 	5	 
	 	Your Number

	 	 	SDSA — RC Liege
208795
BSDE — HR
Maastricht 14062763
	 	 	Effective date of
Schedule
	 	 	30 March 2005	 
	 	Credit Limit

	 	 	€12,500,000
	 	 	Commencement Date
	 	 	27 September 2001	 
	 	No Charge Period

	 	 	IBM 45 days
	 	 	Prepayment

Percentage
	 	 	(i) 80% of Eligible
IBM Reimbursables
(1)

(ii) 80% of
Eligible IBM
Receivables	 
	 










Collateral Value of Stock-in-Trade





	 	(A)  	100% of paid for IBM Printing Sytems Division inventory (other than (a) machines
which IBM Printing Systems Division has declared obsolete at least 60 days prior to the
date of determination and (b) service parts) which (i) we have purchased the associated
Supplier Invoice from the Authorised Supplier on or after the Closing Date (ii)
purchased directly from IBM prior to the Closing Date and not subject to retention of
title, provided, however, we have a first priority security interest in such inventory,
(iii) is repurchasable under a repurchase agreement with the Authorized Supplier and
(iv) is secured and managed through a pledge with Dispostion, with coverage percentage
acceptable to us (such acceptable percentage to be determined by us within 60 days of
the date this Schedule is executed)The value to be assigned to such inventory shall be
based upon the Supplier Invoice net of all applicable credit notes.

	 
	 	(B)  	 IBM Ireland is added as Authorised Supplier as well as IBM Endicott and IBM
Singapore









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	 	FINANCE CHARGES (2)	 
	 	Base Rate (3)

	 	 	EURIBOR	 
	 	Discount Charge (5)

	 	 	Base Rate plus 2.0.%	 
	 	Default Rate

	 	 	Base Rate plus 7%	 
	 	Shortfall Fee

	 	 	0.30% of Shortfall Amount	 
	 	Banking Transfer
Charge

	 	 	Nil	 
	 	Service Fee per
Notification

	 	 	N/A	 
	 	Monthly Service
Fee, Set up Fee

	 	 	€1,500 plus VAT per month	 
	 	Survey Fee

	 	 	€5,000 plus VAT per IBM
GF survey	 
	 	Security Filing Fee

	 	 	Any fees required as a
result of Uniform
Commercial Code filings
in US in connection with
Collateralised
Guarantees granted by
SDI, Holdings and PFS	 
	 	Unused Line Fee

	 	 	Equal to thirty seven
and one half (37.5)
basis points times the
weekly average unused
portion of the Credit
Line, accruable from the
closing date and
computed on the basis of
a 360-day year, payable
quarterly in arrears and
upon the maturity or
termination of the
Credit Line	 
	 	Extended Credit
Charge

	 	 	Base Rate plus 2.00%	 
	 	REPORTING
	 	 	 	 
	 	Audited Accounts (4)

	 	 	90 days after fiscal year	 
	 	Management
(unaudited) Accounts

	 	 	35 days after fiscal
calendar quarter	 
	 	Collateral Management
Report

	 	 	10 days after calendar
month	 
	 	Aged Creditor Report

	 	 	10 days after calendar
month	 
	 	Stock Report

	 	 	10 days after calendar
month	 
	 	Fixed Asset Register

	 	 	10 days after calendar
month	 
	 	Surveys

	 	 	A maximum of 4 times per
year and not more than
one per quarter	 
	 	Financial Covenant
Compliance
Certificate from both
SDSA and Holdings

	 	 	45 days after fiscal
period	 
	 	Extended Credit Period

	 	 	in 10 day increments up
to 30 days	 
	 	Maximum Amount of
Prepayments

	 	 	The maximum principal
amount of Prepayments
that may be outstanding
at any time shall be
Euros 1,500,000	 
	 





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	 	ADDITIONAL COLLATERAL
	 	 	 	 
	 	This Agreement
	 	 	 	 
	 	Stock Pledge Agreement among
Supplies Distributors, Inc
(“SDI”), and IBM GF, whereby
SDI pledges 65% of its shares
in SDSA and BSDE to IBM GF

	 	 	Amended and Restated Stock Pledge	 
	 	Liens: Charges: Pledges:
Fixed and Floating Charge over
all inventory of SDSA and BSDE
and Convention de Gage of SDSA
to be registered at Commercial
Court

	 	 	As provided by us	 
	 	Guarantees of payment of
amounts due under the
agreement.

	 	 	Amended and Restated Collateralised
Guarantees from PFS, Holdings, and SDI


Amended and Restated Corporate Guaranty
from PFSweb	 
	 	Amended and Restated Notes
Payable Subordination from SDI
in respect of SDSA

	 	 	As provided by us	 
	 	Opinion of Counsel

	 	 	a favourable opinion of counsel for Loan
Parties (to be provided post closing)
in substantially the form provided to
you by us satisfactory to us and from
counsel satisfactory to it;.	 
	 	Certificate of Authority

	 	 	a certificate of the secretary or an
assistant secretary of each Loan Party
as applicable, certifying that, among
other items, (i) BSDE and PFS Web B.V.
are duly organized under the laws of the
Netherlands and are registered to
conduct business in Belgium, (ii) SDSA
is duly organized under the laws of the
Kingdom of Belgium and registered to do
business there (iii) true and complete
copies of the articles of incorporation,
or corresponding organizational
documents, as applicable, and your
by-laws are delivered therewith,
together with all amendments and addenda
thereto as in effect on the date
thereof, (iv) the resolution as stated
in the certificate is a true, accurate
and compared copy of the resolution
adopted by your Board of Directors
authorizing the execution, delivery and
performance of this Agreement and each
other document executed and delivered in
connection herewith, and (v) the names
and true signatures of your officers
authorized to sign this Agreement and
the other documents;	 
	 	Miscellaneous

	 	 	•    Listing of all
creditors (if any) providing accounts
receivable financing to you;
	 
	 	

	 	 	•    A duly executed compliance
certificate as to your compliance with
the financial covenants set forth below
as of the last fiscal month you have
published financial statements;
	 
	 	

	 	 	•    A copy of an all-risk
insurance certificate pursuant to Clause
8.2.5 of the Agreement.
	 
	 





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OTHER CONDITIONS


1. Valid and enforceable customary documentation for the Collateral provided by BSDE, SDSA and PFS
Web B.V.



2. Any strategic changes in the structure of the group, significant management changes and/or any
major changes in Capex/investment plans to be advised to IBM GF immediately.



3. Prepayments under the Platinum Plan are not to be used for early repayment of commercial loans.



4. The Financial Statements of SDSA and BSDA as of Closing Date in form and substance satisfactory to
us in our sole discretion;



5. A certified copy of the current organization chart of Loan Parties;



6. Evidence satisfactory to us that UCC-1 statements have been filed against SDI, Holdings and PFS
with IBM GF as the Lien holder;



7. IBM Credit is satisfied that all conditions precedent in accordance with the AIF have been met; and



8. Liquidation of BSD Europe B.V. is approved on terms that SDSA acknowledges that it will remain
liable solely for all obligations owed or be come owing by both entities currently under this
Agreement.












FINANCIAL COVENANTS



SDSA and BSDE will be required, on a consolidated basis, to maintain the following
financial ratios, percentages and amounts on a year to date basis as of the last day of
the fiscal period under review (quarterly and annually) by us and IBM Credit:







	 	 	 	 	 	 	 
	 	 	Covenant	 	Covenant Requirement
	(i)
	 	Debt to Tangible Net Worth
	 	Greater than Zero and
Less than 7.0:1.0	  

	 
	(ii)

(iii)
	 	Net Profit after Tax to Revenue


Working Capital Turnover (WCTO)
	 	Greater than 0.10 percent


Greater than Zero and
Less than 43.0:1.0	  

	 









PFSweb, Inc. will be required to maintain the following financial ratios,
percentages and amounts as of the last day of the fiscal period under review (
quarterly and annually) by IBM Credit:







	 	 	 	 	 	 	 
	 	 	Covenant	 	Covenant Requirement
	(v)
	 	Tangible Net Worth
	 	Greater than $18,000,000.00 for
period ending 03/31/04 and
beyond.	 

	 






FINANCIAL COVENANT DEFINITIONS



The following terms shall have the following respective meanings in this Schedule. All amounts
shall be determined in accordance with generally accepted accounting principles (GAAP).





“Consolidated Net Income” shall mean, for any period, the consolidated net income (or loss),
after taxes, of SDSA and BSDE on a consolidated basis for such period determined in
accordance with GAAP.




“Current” shall mean within the ongoing twelve-month period.




“Current Assets” shall mean assets that are cash or expected to become cash within the
ongoing twelve months.



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“Current Liabilities” shall mean payment obligations resulting from past or current
transactions that require settlement within the ongoing twelve-month period. All
indebtedness to IBM GF shall be considered a Current Liability for purposes of determining
compliance with the Financial Covenants.




“Debt” shall mean all liabilities or obligations to pay another person/company a certain
amount at a specified date excluding subordinated debt.




“Long Term” shall mean beyond the ongoing twelve-month period.




“Long Term Assets” shall mean assets that take longer than a year to be converted to cash.
They are divided into four categories: tangible assets, investments, intangibles and other.




“Long Term Debt” shall mean payment obligations of indebtedness which mature more than
twelve months from the date of determination, or mature within twelve months from such date
but are renewable or extendible at the option of the debtor to a date more than twelve
months from the date of determination.




“Net Profit after Tax” shall mean Revenue plus all other income, minus all costs (excluding
amortization of good will), including applicable taxes, excluding currency adjustments for
each period (other than for annual periods to the extent required by GAAP).




“Revenue” shall mean the monetary expression of the aggregate of products or services
transferred by an enterprise to its customers (excluding intercompany transactions) for
which said customers have paid or are obligated to pay, plus other income as allowed.




“Subordinated Debt” shall mean SDSA’s indebtedness to third parties as evidenced by an
executed Notes Payable Subordination Agreement in favor of IBM GF (all Subordinated Debt
shall not be considered Current Liabilities).




“Tangible Net Worth” shall mean Total Net Worth minus goodwill




“Total Assets” shall mean the total of Current Assets and Long Term Assets.




“Total Liabilities” shall mean the Current Liabilities and Long Term Debt less Subordinated
Debt, resulting from past or current transactions, that require settlement in the future.




“Total Net Worth” (the amount of owner’s or stockholder’s ownership in an enterprise) is
equal to Total Assets minus Total Liabilities.




“Working Capital” shall mean Current Assets minus Current Liabilities.




“Working Capital Turnover (WCTO)” shall mean annualised Revenue divided by Working Capital.



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Addresses



Pursuant to Clause 11.9 of the Agreement, the following are the addresses of the parties to the
Agreement:








	 	 	 	 	 	 
	 	(i) if to IBM GF:

	 	 	(ii) if to SDSA:	 
	 	 
	 	 	 	 
	 	IBM Belgium Financial Services S.A.


Avenue du Bourget
        

, BE- 42 1130 Brussels


VAT BE 424300467

	 	 	Supplies Distributors S.A.


Rue Louis Blériot 5

B-4460 Gráce-Hollogne


Belgium




:



	 
	 	 	 	 	 	 
	 	(iii) if to BSDE:

	 	 	(iv) if to PFS Web B.V.	 
	 	 
	 	 	 	 
	 	Business Supplies Distributors Europe BV

Dalderhaag 13

6136 KM Sittard

The Nederlands





	 	 	PFS Web B.V.


c/o SDSA	 








Footnotes:





	(1)  	The maximum value for collateral representing IBM Reimbursables is €2 million.






	(2)  	All charges are exclusive of any taxes and duties. You agree to pay all applicable taxes and
duties.






	(3)  	“EURIBOR”, is the one month rate for Euros determined by the Banking Federation of the
European Union appearing on Reuters page 01 at or about 11:00 am (Central European Time) on
the relevant day. “Reuters page 01” means the display designated as “Page 01” on the Reuters
Service (or such other page as may replace Page 01 on that service or such other service as
may replace it). On the first Business Day of a calendar month the Base Rate will be changed
to EURIBOR appearing for the last Business Day of the previous calendar month. If at any time,
EURIBOR changes by 0.25% or more, the Base Rate will be changed by the same amount on the day
of such change or the next following Business Day. Charges accruing from day to day will be
calculated on the basis of a year of 360 days and the actual number of days elapsed. If the
Due Date for payment in Euros is not a day on which settlement in Euros can be effected, the
payment will be made on the preceding Business Day on which settlement can be effected.





	(4)  	Audited Accounts within 90 days of fiscal year end. Revised business plans/budgets will also be
required at this time to enable an annual facility and covenant review to be effected by us





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By signing below all parties accept the terms of the Schedule. This Schedule amends and replaces
any Schedule issued and/or dated previously to this one.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Signed on behalf of	 	Signed on behalf of	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SUPPLIERS DISTRIBUTORS S.A.	 	IBM BELGIUM FINANCIAL SERVICES S.A.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	TVA BE 475.286.142	 	TVA BE 424.300.467	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Signed:	 	 	 	Signed:	 	 
	

	 	 	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By Name:	 	 	 	By Name:	 	 	 	 
	

	 	 	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Title:	 	 	 	Title:	 	 
	

	 	 	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Signature:	 	 	 	Signature:	 	 	 	 
	

	 	 	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Date:	 	 	 	Date:	 	 	 	 
	

	 	 	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	BUSINESS SUPPLIES DISTRIBUTORS EUROPE BV	 	PFS WEB B.V.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Signed:	 	 	 	Signed:	 	 	 	 
	

	 	 	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By Name:	 	 	 	By Name:	 	 	 	 
	

	 	 	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Title:	 	 	 	Title:	 	 	 	 
	

	 	 	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Signature:	 	 	 	Signature:	 	 	 	 
	

	 	 	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Date:	 	 	 	Date:	 	 	 	 
	

	 	 	 	 
	 	 	 	 	 	 	 	 







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