Sample Business Contracts

E-Commerce Agreement [Amendment No. 2] - GSI Commerce Inc., LLC and Kmart Corp.

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         This Second Amendment to the E-Commerce Agreement (the "Agreement"),
dated as of August 10, 2001, by and between GSI Commerce, Inc. ("GSI"),, LLC (the "Company") and Kmart Corporation ("Kmart") is made as of
August 9, 2002. All capitalized terms not specifically defined herein shall have
the meaning ascribed to them pursuant to the Agreement.


     WHEREAS, GSI, the Company and Kmart entered into the Agreement pursuant to
which GSI operates the Company Site; and

     WHEREAS, on January 22, 2002, Kmart and the Company and certain of their
affiliates filed for bankruptcy protection in the United States Bankruptcy Court
for the Northern District of Illinois Case No. 02-02474 (jointly administered).

     WHEREAS, GSI, the Company and Kmart desire to enter into this Second
Amendment to the Agreement in order to clarify certain rights and obligations
among them; and

     NOW, THEREFORE, intending to be legally bound, and in consideration of the
mutual obligations contained herein and in the Agreement, the Parties agree as

     1. Section 7.3 (ii) is deleted from the Agreement and replaced with the
following revised Section 7.3 (ii):

        "(ii) [*]."

     2. For the payment due on [*], Kmart and the Company agree that GSI will
offset the postpetition amount of [*] due from GSI to Kmart and will apply it
against postpetition operational fee payable on [*], and Kmart will remit the
remaining balance due to GSI. Upon reconciliation of the offset amount owed to
Kmart from GSI, if any additional amount is owed to GSI or Kmart such sum shall
be immediately paid after the reconciliation by the party owing such payment.


     3. This Second Amendment is not intended, nor shall be construed, as an
assumption of the Agreement, it being the intention of the parties that this
Second Amendment merely modify the Agreement and not create a new postpetition
contract. Kmart and the Company reserve all rights to assume or reject the
Agreement, as modified by this Second Amendment. GSI reserves all rights under
the Agreement as modified by this Second Amendment and applicable law.

     IN WITNESS WHEREOF, intending to be legally bound, each of the parties have
caused their duly authorized representatives to enter into this Second Agreement
on the date first written above.

GSI Commerce, Inc.                  , LLC

By:     /s/ Michael G. Rubin                  By:     /s/ Richard Blunck
    -----------------------------------              ---------------------------

Name:     Michael G. Rubin                    Name:   Richard Blunck

Title:   President, Chairman and              Title:  Chief Executive Officer
         Chief Executive Officer

Kmart Corporation

By:      /s/ Al Koch

Name:    Al Koch

Title:   Chief Financial Officer