exhibit10_2.htm


    EXHIBIT
10.2

    


    


    REAFFIRMATION
AND CONFIRMATION AGREEMENT

    (Security
Documents)

     

    This
Reaffirmation and Confirmation Agreement is made as of the 27th day of February,
2008 by COLOR EDGE LLC (f/k/a MCEI, LLC), a Delaware limited liability company
(“MCEI”), COLOR
EDGE VISUAL LLC (f/k/a MCEV, LLC), a Delaware limited liability company (“MCEV”), and CRUSH
CREATIVE LLC (f/k/a MCRU, LLC), a Delaware limited liability company (“MCRU”; each of MCEI, MCEV,
and MCRU referred to as a “Borrower” and,
collectively, as the “Borrowers”), MERISEL,
INC., a Delaware corporation (“Merisel”), MERISEL
AMERICAS, INC., a Delaware corporation (“Merisel Americas”)
and certain other affiliates of the Borrowers party hereto (“Subsidiary
Guarantors”; each of Merisel, Merisel Americas and the Subsidiary
Guarantors, a “Corporate Guarantor”
and, collectively, the “Corporate
Guarantors”) in favor of Amalgamated Bank, a New York banking
corporation, as lender for itself and other lenders party to the Credit
Agreement referred to herein from time to time (“Lender”).

     

    W
I T N E S S E T H :

     

    WHEREAS, the Borrowers, the
lenders party thereto and the other parties thereto have previously entered into
that certain Credit Agreement, dated as of March 1, 2005, as amended by
Amendment No. 1 thereto, dated as of August 8, 2005 (as amended, supplemented or
otherwise modified prior to the date hereof, the “Existing Credit
Agreement”);

     

    WHEREAS, the undersigned Loan
Parties have previously entered into a Security Agreement, dated as of March 1,
2005, as amended as of August 8, 2005 (the “Security Agreement”)
in favor of Lender pursuant to the Existing Credit Agreement, granting a Lien on
property of each such Person as collateral security for the payment and
performance in full of all the Secured Obligations (as defined in the Security
Agreement);

     

    WHEREAS, the undersigned Loan
Parties have also previously entered into certain other Security Documents (as
defined in the Existing Credit Agreement) in favor of Lender to secure the
obligations and liabilities of each Loan Party under the Loan Documents (as
defined in the Existing Credit Agreement);

     

    WHEREAS, on the date hereof,
the Borrowers and the Lender are entering that certain Amendment No. 2 to the
Existing Credit Agreement, dated as of the date hereof (“Amendment No. 2” and
the Existing Credit Agreement, as amended by Amendment No. 2 and as may be
further amended, amended and restated, supplemented or modified from time to
time, the “Amended
Credit Agreement”; capitalized terms used herein and not otherwise
defined having the meanings assigned in the Amended Credit Agreement), to amend
the Existing Credit Agreement as set forth therein;WHEREAS, as a condition to
Lender’s agreement to enter Amendment No. 2, Lender requires each of the
undersigned to execute and deliver this Reaffirmation and Confirmation
Agreement;

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    NOW, THEREFORE, for due and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, it is agreed as follows:

     

    1.           Each
undersigned Loan Party represents and warrants that the recitals above are true
and correct.

     

    2.           Each
undersigned Loan Party (i) acknowledges receipt of a copy of Amendment No. 2;
(ii) consents to the execution and delivery thereof by the other Loan Parties;
(iii) agrees to be bound thereby; and (iv) affirms that nothing contained
therein shall modify in any respect whatsoever its guaranty of the obligations
and liabilities of the Loan Parties to the Lender (the “Guarantee”).

     

    3.           Each
undersigned Loan Party acknowledges and agrees that, on and as of the date
hereof, the Schedules to the Security Agreement attached hereto as Exhibit A shall
replace in their entirety the Schedules to the Security Agreement previously
delivered.

     

    4.           Each
undersigned Loan Party hereby remakes the representations and warranties set
forth in each Security Document (as defined in the Amended Credit Agreement) for
the benefit of Lender as of the date hereof and confirms that the information in
each such Security Document (as supplemented hereby) remains true and correct as
of the date hereof.

     

    5.           Each
undersigned Loan Party reaffirms the execution and delivery of the Security
Agreement and each other Security Document (as defined in the Amended Credit
Agreement), reaffirms the Guarantee and each such Security Document in its
entirety, including its obligations thereunder, and acknowledges and agrees that
each such Security Document is and shall continue to remain in full force and
effect, and the security interest granted under the Security Agreement continues
in effect as security for all obligations and liabilities under the Amended
Credit Agreement, and each other such Security Document continues in effect to
secure the obligations and liabilities of each Loan Party under the Loan
Documents (as defined in the Amended Credit Agreement).

     

    Although
each of the Loan Parties has been informed of the matters set forth herein and
in Amendment No. 2. and has acknowledged and agreed to same, such Loan Parties
understand that the Lender has no obligation to inform any of the Loan Parties
of such matters in the future or to seek any of the Loan Parties' acknowledgment
or agreement to future amendments or waivers, and nothing herein shall create
such a duty.

    


    This
Reaffirmation and Confirmation Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without reference to
principles of conflicts of law.

    


    *           *           *           *           *

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    IN WITNESS WHEREOF, each of
the undersigned has executed this Reaffirmation and Confirmation Agreement as of
the date first above written.

    
 

    
      
        	 	
                MERISEL,
      INC.

                MERISEL AMERICAS, INC.

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Donald
      R. Uzzi	 
	 	 	Name:
      Donald R. Uzzi	 
	 	 	Title:
      Chief Executive Officer and President of each of the above-named
      entities	 
	 	 	 	 


      

    

     

     

    
      
        	 	
                COLOR
      EDGE LLC

                COLOR EDGE VISUAL LLC

                COMP 24 LLC

                CRUSH CREATIVE LLC

                DENNIS CURTIN STUDIOS, LLC

                MADP, LLC

                FUEL DIGITAL, LLC

              	 
	 	
                 

                By:

                 

              	
                 

                Merisel Americas, Inc., as sole Member of each of the
      above-named entities

                 

              	 
	
                 

              	
                By:
      

              	/s/ Donald
      R. Uzzi	 
	 	 	Name:
      Donald R. Uzzi	 
	 	 	Title:
      Chief Executive Officer and President	 
	 	 	 	 


      

    

     

     

    
      
        	 	ADVERTISING
      PROPS, INC.	 
	 	
                 

                By:

              	
                 

                MADP, LLC, as Sole Shareholder

                 

              	 
	
                 

              	
                By:
      

              	/s/ Jon
      H. Peterson	 
	 	 	Name:
      Jon H. Peterson	 
	 	 	Title:
      Manager	 
	 	 	 	 


      

    

     

    
      
        	
                Acknowledged
      and agreed: 

                 

              	 	 	 	 
	
                AMALGAMATED BANK, as
      Lender

                 

              	 	 	 	 
	
                /s/George
      N. Jarvis

              	 	 	
                 

              	 
	
                Name:
      George N. Jarvis

              	 	 	
                 

              	 
	
                Title :
      Executive Vice President