FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

Exhibit 10.1

FOURTH AMENDMENT

TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

THIS FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment” ) dated as of October 31, 2008, is entered into among MODUSLINK CORPORATION, a Delaware corporation ( “ModusLink” ), SALESLINK LLC, a Delaware limited liability company ( “SalesLink” ), SALESLINK MEXICO HOLDING CORP., a Delaware corporation ( “SalesLink Mexico” ) (each herein called a “Borrower” and collectively, the “Borrowers” ), the lenders party hereto (herein collectively called the “Lenders” and each individually called a “Lender” ) and BANK OF AMERICA, N.A. (as successor by merger to LaSalle Bank National Association), as a Lender and as Agent for the Lenders.

W I T N E S S E T H:

WHEREAS , the Borrowers and the Lenders are parties to that certain Second Amended and Restated Loan and Security Agreement dated as of October 31, 2005 as amended by (i) that certain First Amendment to Second Amended and Restated Loan and Security Agreement dated as of October 29, 2006, (ii) that certain Second Amendment to Second Amended and Restated Loan and Security Agreement dated as of January 9, 2007 and (iii) that certain Third Amendment to Second Amended and Restated Loan and Security Agreement dated as of October 31, 2007 (the “Existing Loan Agreement” and as the Existing Loan Agreement is amended and modified by this Amendment, the “Amended Loan Agreement” );

WHEREAS , Borrowers have requested that the Lenders modify the Existing Loan Agreement in certain respects; and

WHEREAS , the Lenders are willing to modify the Existing Loan Agreement in certain respects subject to the terms and conditions set forth herein.

NOW, THEREFORE , in consideration of the premises contained herein and other good and valuable consideration, it is agreed that:

SECTION 1

DEFINED TERMS

Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Existing Loan Agreement.

SECTION 2

AMENDMENTS TO EXISTING LOAN AGREEMENT

2.1 Change to Agent’s Name . All references in the Existing Loan Agreement to (i) “LaSalle Bank National Association” are hereby amended by deleting such references and substituting “Bank of America, N.A., as successor by merger to LaSalle Bank National Association” therefor and (ii) “LaSalle” are hereby amended by deleting such references and substituting “Bank of America” therefor.

2.2 Change to Parent’s Name . All references to “CMGI” and “CMGI Notes” in the Existing Loan Agreement are hereby amended by deleting such references and substituting “Parent” or “Parent Notes”, as applicable, therefor.

2.3 Amendment to Definitions .

(a) Amended and Restated Definitions . The following definitions contained in Section 1.1 of the Existing Loan Agreement are hereby amended and restated in their entirety:

“ Aggregate Revolving Credit Commitment ” shall mean the combined Revolving Credit Commitments of Lenders in effect at any time, which shall initially be $45,000,000.

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“ Applicable Margin ” shall mean the percentage interest rate per annum based upon the Senior Leverage Ratio set forth in the Compliance Certificate delivered by Borrowers to Lender pursuant to Section 7.2(C)(ii), as indicated in the following chart, it being understood that the Applicable Margin for (i) Prime Loans shall be the percentage set forth under the column “Prime Margin”, (ii) LIBOR Loans shall be the percentage set forth under the column “LIBOR Margin”, (iii) the Letter of Credit Fee shall be the percentage set forth under the column “Letter of Credit Margin” and (iv) the non-use fee described in Section 2.12 of this Agreement shall be the percentage set forth under the column “Non-Use Fee Margin”:

“ EBITDA ” shall mean with reference to any period (i) consolidated net income (or net deficit) of Borrowers and their respective Subsidiaries for such period as computed in accordance with generally accepted accounting principles consistently applied, plus (ii) the aggregate amount of (a) Interest Expense without duplication, it being understood that Interest Expense shall not include interest that is paid in kind for such period, (b) all amounts deducted in arriving at such net income (or net deficit) in respect of federal, state and local income taxes for such period, (c) all amounts properly charged for depreciation of fixed assets and amortization of intangible assets during such period on the books of such Persons, (d) all non-cash restructuring charges recognized by Borrowers during such period; provided , however , that the restructuring charges recognized by Borrowers for purposes of this definition shall be deemed to be the following amounts for the following fiscal quarters: (1) fiscal quarter ended January 31, 2008, $745,330; (2) fiscal quarter ended April 30, 2008, $973,501; and (3) fiscal quarter ended July 31, 2008, $2,123,110 and (e) an amount equal to a one-time non-cash goodwill impairment recognized by Borrowers in the quarter ended July 31, 2008 related to Parent’s acquisition of Modus Media, Inc. of $14,000,000.

For the avoidance of doubt, for the fiscal quarter ending October 31, 2008, the restructuring charges recognized by Borrowers for purposes of this definition shall equal $3,841,941 plus the non-cash restructuring charge recognized by the Borrowers during such fiscal quarter.

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For the avoidance of doubt, for the fiscal quarter ending January 31, 2009, the restructuring charges recognized by Borrowers for purposes of this definition shall equal $3,096,611 plus the non-cash restructuring charge recognized by the Borrowers during such fiscal quarter plus the amounts recognized the prior fiscal quarter.

For the avoidance of doubt, for the fiscal quarter ending April 30, 2009, the restructuring charges recognized by Borrowers for purposes of this definition shall equal $2,123,110 plus the non-cash restructuring charge recognized by the Borrowers during such fiscal quarter plus the amounts recognized the two prior fiscal quarters.

For the avoidance of doubt, for the fiscal quarter ending July 31, 2009, the restructuring charges recognized by Borrowers for purposes of this definition shall equal the non-cash restructuring charge recognized by the Borrowers during such fiscal quarter plus the amounts recognized the three prior fiscal quarters.

“ Fixed Charge Coverage Ratio ” shall mean for any period the ratio of (i) the aggregate amount of (a) EBITDA for such period minus (b) Capital Expenditures for such period minus (c) all amounts of federal, state and local income taxes actually paid during the fiscal quarter ended October 31, 2008 and any period thereafter to (ii) the aggregate amount of (x) Interest Expense for such period plus (y) payments made by Borrowers to Parent with respect to Subordinated Debt for such period plus (z) payments made by Borrowers in respect of Indebtedness permitted hereunder pursuant to subsection (iv) of the definition of “Permitted Debt” for such period.

“ Permitted Debt ” shall mean:

(i) the Liabilities;

(ii) current unsecured Indebtedness arising in the ordinary course of business of Borrowers and their respective Subsidiaries, including trade payables, utility costs, payroll and benefit obligations, accrued tax liabilities and other non-extraordinary accounts payable but excluding Indebtedness for Borrowed Money;

(iii) the Subordinated Debt;

(iv) other Indebtedness incurred by Borrowers to any Person at a time no Default or Event of Default exists which is described on Schedule 1.1.3 to this Agreement up to an aggregate amount of $15,000,000, including, without limitation, Indebtedness constituting Capitalized Lease Obligations; provided, however, that the Borrowers shall not be required to describe Capitalized Lease Obligations on Schedule 1.1.3 for purposes of this subsection.

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“ Permitted Liens ” shall mean:

(i) Liens and encumbrances in favor of Agent, whether granted under or established by this Agreement, the Ancillary Agreements or otherwise;

(ii) subject to Section 7.4, Liens for taxes, assessments or other governmental charges incurred by a Borrower or its Subsidiaries in the ordinary course of business and for which no interest, late charge or penalty is attaching or which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves in accordance with generally accepted accounting principles shall have been set aside on its books;

(iii) Liens, not delinquent, incurred by a Borrower or its Subsidiaries in the ordinary course of business created by statute in connection with worker’s compensation, unemployment insurance, social security, old age pensions (subject to the applicable provisions of this Agreement) and similar statutory obligations;

(iv) Liens incurred by a Borrower or its Subsidiaries in favor of mechanics, materialmen, carriers, warehousemen, landlords or repairmen or other like statutory or common law Liens securing obligations incurred in good faith in the ordinary course of business that are not overdue for a period of more than fifteen (15) days or which are being contested in good faith;

(v) pledges and deposits to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases (other than capital leases), utility purchase obligations, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(vi) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto which, in the aggregate, are not material in amount, and which do not, in the aggregate, materially detract from the value of the property of any Borrower or Subsidiary or materially interfere with the ordinary conduct of the business of any Borrower or Subsidiary;

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(vii) subjection to the limitation set forth in subsection (iv) of the definition of Permitted Liens, Liens that constitute purchase money security interests on any property securing Indebtedness incurred for the purpose of financing all or any party of the cost of acquiring such property, provided, that any such Lien attaches to such property within (20) days of the acquisition therefore and attaches solely to the property so acquired;

(viii) any existing Liens and encumbrances identified in Schedule 1.1.4 hereto to secure Indebtedness outstanding as of the date hereof.

“ Revolving Credit Commitment ” shall mean with respect to each Lender, the amount set forth opposite such Lender’s name in Schedule 2.1 under the heading “Revolving Credit Commitments.”

“ Revolving Credit Termination Date ” shall mean October 31, 2009.

(b) Additional Definitions . Section 1.1 of the Existing Loan Agreement is hereby amended by adding the following definitions on proper alphabetical order:

“ Bank of America ” shall mean Bank of America, N.A., as successor by merger to LaSalle Bank National Association.

“ Business ” shall mean the provision to organizations, including in the high technology, communications and medical industries, of a broad and integrated portfolio of business process outsourcing and technology solutions delivered across four core competencies: supply chain, e-business, aftermarket and entitlement management.

“ Parent ” shall mean ModusLink Global Solutions, Inc., a Delaware corporation f/k/a CMGI, Inc.

“ Parent Notes ” shall mean (i) that certain Secured Demand Note dated as of August 2, 2004 executed by Obligor in favor of Creditor in the principal amount of $25,000,000, (ii) that certain Secured Promissory Note dated as of December      , 2004 executed by Obligor in favor of Creditor in the principal amount of $10,000,000 and (iii) that certain Secured Promissory Note dated as of December      , 2004 executed by Obligor in favor of Creditor in the principal amount of $17,151,705 and (iv) any other promissory notes executed by any Borrower in favor of Parent.

“ Permitted Acquisition ” shall mean any transaction or series of related transactions for the (a) acquisition by a Borrower of the property of any Person, or of any business or division of any Person; (b) acquisition by a Borrower of an excess of 50% of the equity interests of any Person, and otherwise causing such Person to become a Subsidiary of such Borrower; or (c) merger or consolidation or any other combination of a Borrower with any Person, if each of the following conditions is met:

(i) Agent shall receive at least twenty (20) Business Days’ prior written notice of such proposed Permitted Acquisition, which notice shall include a reasonably detailed description of such proposed Permitted Acquisition;

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