Exhibit 10.29


 


CompUSA Inc.


c/o Gordon Brothers Group, LLC


101 Huntington Avenue, 10th Floor


Boston, MA
02199


 


February 14, 2008


 


Systemax, Inc.


11 Harbor Park Drive


Port Washington, NY 11050


Attention: Richard Leeds, Chairman and CEO


Facsimile: (516) 608-3501


 


Ladies and Gentlemen:


 


Reference
is made to the Asset Purchase Agreement, dated January 5, 2008 (the “Asset
Purchase Agreement”), by and among Systemax Inc., a Delaware  corporation (“Systemax”), New SAH
Corp., a Delaware  corporation and
a wholly-owned subsidiary of Systemax, DotDeal Inc., a Florida  corporation and a wholly-owned subsidiary
of Systemax, Longhorn Inc., a Delaware  corporation
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, Florida 32256, 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.


 


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  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  COMPUSA INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William Weinstein

  
	
   

  	
  Name: William Weinstein

  
	
   

  	
  Title: President

  
	
   

  	
   

  
	
  Acknowledged and Agreed as of this 14th day of
  February, 2008

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SYSTEMAX INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Curt Rush

  
	
   

  	
  Name: Curt Rush

  
	
   

  	
  Title: Secretary

  
	
   

  	
   

  
	
   

  	
  NEW SAH CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Curt Rush

  
	
   

  	
  Name: Curt Rush

  
	
   

  	
  Title: Secretary

  
	
   

  	
   

  
	
   

  	
  DOTDEAL INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Curt Rush

  
	
   

  	
  Name: Curt Rush

  
	
   

  	
  Title: Secretary

  
	
   

  	
   

  
	
   

  	
  LONGHORN INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Curt Rush

  
	
   

  	
  Name: Curt Rush

  
	
   

  	
  Title: Secretary

  






 


 

















 


 


SCHEDULE I


 


Escrowed Amounts


 




	
  Acquired
  Premise

  	
   

  	
  Escrowed Amount

  
	
  1.  Store No. 607 located at 130 E.
  Altamonte Dr., Altamonte Springs, FL 32701.

  	
   

  	
  $

  	
  200,000

  
	
  2.  Store No. 615 located at 7440 North
  Kendall Dr., Miami, FL 33156.

  	
   

  	
  $

  	
  375,000

  






 


 


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