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Exhibit 10(a)


 THIRD AMENDMENT TO AGREEMENT 


     THIS THIRD AMENDMENT TO AGREEMENT (this “Amendment”) is made effective as of the 31st day of July, 2009 (the “Effective Date”), by and between REX RADIO AND TELEVISION, INC., an Ohio corporation (“Seller One”), KELLY & COHEN APPLIANCES, INC., an Ohio corporation (“Seller Two”), and STEREO TOWN, INC., a Georgia corporation
(“Seller Three”), REX ALABAMA, INC., an Ohio corporation (“Seller Four”) (collectively, Seller One, Seller Two,
Seller Three and Seller Four, “Seller”), REX STORES CORPORATION, a Delaware corporation (“REX Stores”), all having an address at 2875 Needmore Road, Dayton, OH 45414, and APPLIANCE DIRECT, INC., a Florida corporation (“Purchaser”), having an address at 397 North Babcock Street, Melbourne, Florida 32935, under the following circumstances: 




      A.      By Agreement dated as of January 29, 2009 (the “Original Agreement”), Seller agreed to sell and Purchaser agreed to purchase certain Assets of Seller being
more particularly described in Agreement. 


      B.      By First Amendment to Agreement dated as of February 27, 2009, Seller and Purchaser amended the Original Agreement (the “First Amendment”). 


      C.      By Second Amendment to Agreement dated as of June 30, 2009, Seller and Purchaser amended the Original Agreement (the “Second Amendment,” and together with
the Original Agreement and the First Amendment, the “Agreement”). 


      D.      Seller and Purchaser have agreed that Purchaser will not proceed with the lease of all of the locations and the parties desire to amend the Agreement as set forth below to conform the Agreement accordingly. 


     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Purchaser amend the Agreement as follows: 


     1.      Schedule 2.2 of the Agreement is hereby deleted in its entirety and the Schedule 2.2 attached to this Amendment inserted in lieu thereof. 


     2.      Sections 2.5 of the Agreement is hereby deleted in its entirety and the following inserted in lieu thereof: 




     2.5      Extended Service Plan (“ESP”) Payment. Purchaser agrees to accept Seller’s customer ESP for Seller’s Frigidaire and
Whirlpool appliances (excluding air conditioners and dehumidifiers). Seller shall pay to Purchaser, in connection with such assumption as of the Implementation Date, fifty-five percent (55%) of Seller’s Book Value of Seller’s Frigidaire
and Whirlpool appliances’ ESP for the Properties and Leased Properties (the “ESP Credit”). Seller’s Book Value shall be equal to Seller’s reported liability related
to ESP less Seller’s reported commissions as both are shown on the books and records of Seller in the ordinary course of its business. Seller and Purchaser acknowledge that the ESP Credit for the sites which have been opened by Purchaser as of
June 30, 2009 has been applied to pay part of the rent due on
such











sites from the Rent Commencement Date (as defined in each
Lease) through rent due and outstanding as of June 30, 2009 and Purchaser is
not entitled to any additional ESP Credit.. 



     3.      Exhibit 2.6 to the Agreement shall be deleted in its entirety and the Exhibit 2.6 attached to this Amendment inserted in lieu thereof. 


     4.      Section 4.2 of the Agreement shall be deleted in its entirety and the following inserted in lieu thereof: 


     4.2      Deliveries. 




     (a)      In addition to the items and documents required under other provisions of this Agreement to be delivered by Seller to Purchaser at or prior
to Closing (or the Implementation Date, as indicated below), Seller (or whichever of Seller One, Seller Two or Seller Three is identified on Exhibit 1.1 as the owner of the Site to which
such items and documents relate) shall execute and/or deliver (or cause to be executed and/or delivered) to Purchaser or the Escrow Agent, as applicable, through escrow each of the following at Closing: 







(i)      evidence of Seller’s authority to consummate the transactions described herein; 


(ii)      a date-down letter for representations and warranties in the form attached hereto as Exhibit 4.2(a)(ii);



(iii)      originals of all Delivery Items to the extent in the possession or control of Seller; 


(iv)      the Leases; 


(v)      on the Implementation Date for each Site, one or more bills of sale and assignment conveying to Purchaser all of Seller’s right, title and interest in and to the
Assets, in the form attached hereto as Exhibit 4.2(a)(vi) (the “Bill of Sale and
Assignment”); and 


(vi)      originals of the Required Consents. 





     (b)      In addition to the items and documents required under other provisions of this Agreement to be delivered by Purchaser to Seller at or prior
to Closing, Purchaser also shall execute and/or deliver (or cause to be executed and/or delivered) to Seller through escrow each of the following at Closing: 







(i)      evidence of Purchaser’s authority to consummate the transactions described herein; 


(ii)      on the Implementation Date for each Property, evidence of insurance required under the Leases; 




 2













(iii)      the Leases; and 


(iv)      on the Implementation Date for each Site, the Bill of Sale and Assignment. 




     5.      Schedule 5.1 of the Agreement shall be deleted in its entirety and the Schedule 5.1 attached to this Amendment inserted in lieu thereof. 


     6.      Section 5.3 of the Agreement shall be deleted in its entirety. 


     7.      Seller has performed all of its obligations under the Agreement as of the date of this Amendment. 


     8.      Except as modified by this Amendment, the Agreement remains in full force and effect. 


     9.      The Agreement, as modified by this Amendment, is ratified and confirmed. 

 


     EXECUTED as of the date first written above. 

	
REX STORES:		 		
PURCHASER:	
	 	
	
REX STORES CORPORATION,		 		
APPLIANCE DIRECT, INC.	
	
a Delaware corporation		 		
a Florida corporation	
	 	
	 	
	 		 		
By:	
	
By:		 		
Name:	
	
Name:		 		
Title:	
	
Title:		 		 	
	 
	 	
	
SELLER:		 		 	
	 	
	
REX RADIO AND TELEVISION, INC.,		 		 	
	
an Ohio corporation		 		 	
	 	
	 	
	
By:		 		 	
	
      Name:		 		 	
	
      Title:		 		 	
	 	
	
KELLY & COHEN APPLIANCES, INC.,		 		 	
	
an Ohio corporation		 		 	
	 	
	
By:		 		 	
	
      Name:		 		 	
	
      Title:		 		 	





3

 








	
STEREO TOWN, INC.,	
	
a Georgia corporation	
	 	
	 	
	
By:	
	
      Name:	
	
      Title:	
	 
	 
	 	
	
REX ALABAMA, INC.,	
	
an Ohio corporation	
	 	
	 	
	
By:	
	
      Name:	
	
        Title:	





4










Exhibit 2.2 

Properties 

	
Lease for		 		 	
	
Store Number:		
Location:		
Landlord	
	 	
	
14		
7163 Airport Boulevard		 	
	 		
Mobile, Alabama		
Seller One	
	
23		
Daphne, Alabama		
Seller One	
	
24		
Gadsden, Alabama		
Seller One	
	
27		
Dothan, Alabama		
Seller One	
	
29		
Auburn, Alabama		
Seller One	
	
102		
Florence, Alabama		
Seller One	
	
103		
Decatur, Alabama		
Seller One	
	
181		
Montgomery, Alabama		
Seller One	
	
154		
Brunswick, Georgia		
Seller Two	
	
17		
Gautier, Mississippi		
Seller One	
	
25		
Greenville, Mississippi		
Seller One	
	
137		
Meridian, Mississippi		
Seller One	
	
138		
Columbus, Mississippi		
Seller One	
	
296		
Natchez, Mississippi		
Seller One	
	
127		
Vicksburg, Mississippi		
Seller One	





Seller Key: 

Seller
One: Rex Radio and Television, Inc. 

Seller Two: Kelly & Cohen Appliances,
Inc. 

 









Schedule 2.6 

	 		 		 		 		 		
New	
	
  Addrs		
Street Name		
City		
ST		
Corporation Name		
Start	
	
  No.		 		 		 		 		
Date	
	
  1349		
NW 23rd AVENUE		
GAINESVILLE		
FL		
AD-Gainesville, Inc.		
3/20	
	
  3010		
ROSS CLARK CIRCLE		
DOTHAN		
AL		
AD-Dothan, Inc.		
3/20	
	
  101		
TRADE STREET		
BRUNSWICK		
GA		
AD-Brunswick, Inc.		
3/20	
	
  25297		
HIGHWAY 98		
DAPHNE		
AL		
AD-Daphne, Inc.		
3/27	
	
  1500		
RAINBOW DRIVE		
GADSDEN		
AL		
AD-Gadsden, Inc.		
3/27	
	
  3990		
EASTERN BLVD		
MONTGOMERY		
AL		
AD-Montgomery, Inc.		
3/27	
	
  1821		
BELTLINE RD. S.W.		
DECATUR		
AL		
AD-Decatur, Inc.		
3/27	
	
  2095		
FLORENCE BLVD.		
FLORENCE		
AL		
AD-Florence, Inc.		
3/27	
	
  2406		
HIGHWAY 45 NORTH		
COLUMBUS		
MS		
AD-Columbus, Inc.		
4/3	
	
  3329		
HIGHWAY 90		
GAUTIER		
MS		
AD-Gautier, Inc.		
4/3	
	
  572		
BONITA LAKES DR		
MERIDIAN		
MS 		AD-Meridian,
    Inc.	
4/3	
	
  2007		
HWY 1 SOUTH		
GREENVILLE		
MS		
AD-Greenville, Inc.		
4/3	
	
  373		
JOHN R. JUNKIN DR.		
NATCHEZ		
MS		
AD-Natchez, Inc.		
4/3	
	
  2101		
E. UNIVERSITY DR		
AUBURN		
AL		
AD-Auburn-AL, Inc.		
4/10	
	
  7163		
AIRPORT BLVD.		
MOBILE		
AL		
AD-Mobile, Inc.		
4/10	
	
  2314		
IOWA AVE.		
VICKSBURG		
MS		
AD-Vicksburg, Inc.		
4/10	


 














SCHEDULE 5.1 

	
Store		 		 	
	
Number		
Location		
Date Rent is Due	
	 	
	
14		
7163 Airport Boulevard		
1st	
	 		
Mobile, Alabama		 	
	
23		
Daphne, Alabama		
1st	
	
27		
Dothan, Alabama		
1st	
	
24		
Gadsden, Alabama		
1st	
	
29		
Auburn, Alabama		
1st	
	
102		
Florence, Alabama		
1st	
	
103		
Decatur, Alabama		
1st	
	
181		
Montgomery, Alabama		
1st	
	
154		
Brunswick, Georgia		
1st	
	
17		
Gautier, Mississippi		
1st	
	
25		
Greenville, Mississippi		
1st	
	
137		
Meridian, Mississippi		
1st	
	
138		
Columbus, Mississippi		
1st	
	
296		
Natchez, Mississippi		
1st	
	
127		
Vicksburg, Mississippi		
1st