SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

Exhibit 10.2

SIXTH AMENDMENT

TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

THIS SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment” ) dated as of February 27, 2009, 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 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, (iii) that certain Third Amendment to Second Amended and Restated Loan and Security Agreement dated as of October 31, 2007, (iv) that certain Fourth Amendment to Second Amended and Restated Loan and Security Agreement dated as of October 31, 2008 and (v) that certain Fifth Amendment to Second Amended and Restated Loan and Security Agreement (the “Fifth Amendment” ) dated as of February 27, 2009 (the “Existing Loan Agreement” and as the Existing Loan Agreement is amended and modified by this Amendment, the “Amended Loan Agreement” );

WHEREAS , pursuant to that certain Assignment Agreement dated as of February 27, 2009, executed by RBS Citizens, National Association ( “RBS” ), The PrivateBank and Trust Company ( “Private Bank” ), the Agent and the Borrowers (the “Assignment Agreement” ), RBS has assigned all of its Loans and Commitments to PrivateBank (the “Assignment” );

WHEREAS , to evidence the Loans and Commitments assigned in connection with the Assignment and the amendments contemplated by this Amendment, the Borrowers will execute and deliver to (i) PrivateBank, a certain Second Replacement Second Amended and Restated Revolving Credit Note dated as of February 27, 2009 in the maximum principal amount of $10,000,000 and (ii) Agent, a certain Second Replacement Second Amended and Restated Revolving Credit Note dated as of February 27, 2009 in the principal amount of $25,000,000.00 (the “Replacement Notes” ); and

WHEREAS , Borrowers have requested that the Lenders amend the Existing Loan Agreement to evidence the Assignment and in other certain respects and the Lenders are willing to amend the Existing Loan Agreement to evidence the Assignment and in other certain respects as provided 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 Amendments to Definitions .

(a) Deletion of Definitions . The following definitions contained in Section 1.1 of the Existing Loan Agreement are hereby deleted in their entirety:

“ Applicable Margin ”;

“ Fixed Charge Coverage Ratio ”;

“ Permitted Acquisition ”;

“ LIBOR ”;

“ LIBOR Rate ”;

“ Prime Rate ”;

“ Prime Rate Loans ”;

“ Senior Debt ”;

“ Senior Leverage Ratio ”; and

“ Tilburg Receivables ”.

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

“ BBA LIBOR ” shall mean a fluctuating rate of interest equal to the rate per annum equal to the British Bankers Association LIBOR Rate as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as selected by Agent from time to time).

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“ BBA LIBOR Daily Floating Rate ” shall mean a fluctuating rate of interest equal to the BBA LIBOR, as determined for each banking day at approximately 11:00 a.m. London time two (2) London banking days prior to the date in question, for Dollar deposits (for delivery on the first day of such interest period) with a one month term, as adjusted from time to time in Agent’s sole discretion for reserve requirements, deposit insurance assessment rates and other regulatory costs. If such rate is not available at such time for any reason, then the rate for that interest period will be determined by such alternate method as reasonably selected by Agent.

“ BBA LIBOR Rate (Adjusted Periodically) ” shall mean a rate of interest equal to the BBA LIBOR, as determined on every Adjustment Date (as defined below) at approximately 11:00 a.m. London time two (2) London banking days prior to such day, for Dollar deposits (for delivery on the first day of such Interest Period) with a term of one month, two months or three months, as adjusted from time to time in Agent’s sole discretion for reserve requirements, deposit insurance assessment rates and other regulatory costs. If such rate is not available at such time for any reason, then the rate for that Interest Period will be determined by such alternate method as reasonably selected by Agent. The BBA LIBOR Rate (Adjusted Periodically) will be adjusted on the last day of every Interest Period (the “ Adjustment Date ”) and remain fixed until the next Adjustment Date. If the Adjustment Date in any particular month would otherwise fall on a day that is not a banking day then, at Agent’s option, the Adjustment Date for that particular month will be the first banking day immediately following thereafter.

“ Floating Rate Loan ” or “ Floating Rate Loans ” shall mean that portion, and collectively those portions, of the aggregate outstanding principal balance of the Loans that bear interest at the BBA LIBOR Daily Floating Rate, as designated by Borrowers in the Notice of Borrowing, Notice of Conversion or Notice of Continuance.

“ Modified GAAP ” The internal monthly financial statements will be prepared in accordance with GAAP with the exception that monthly financial statements will not be adjusted for tax provisions, mark to market accounting, restructuring charges, stock based compensation expense and the accounting for discontinued operations. Any quarterly financial statement shall be prepared in accordance with GAAP and shall not be subject to the exceptions described in the foregoing sentence.

“ ModusLink B.V. Receivables ” shall mean all accounts receivable of Hewlett-Packard Company, a Delaware corporation owed to ModusLink B.V., a corporation organized under the laws of the Netherlands, f/k/a Modus Media International B.V. ( “ModusLink B.V.” )

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or ModusLink Tilburg B.V., a corporation organized under the laws of the Netherlands, f/k/a SalesLink International B.V., f/k/a Logistical Processing B.V. ( “Tilburg B.V.” ) which result from the operations of ModusLink B.V. or Tilburg B.V. in Tilburg, Netherlands and Apeldoorn, Netherlands as indicated on the most recent Borrowing Base Certificate.

“ Treasury Management Guarantees ” means the guarantee by Moduslink of the obligations of ModusLink B.V., ModusLink France S.A.S, ModusLink Kildare, ModusLink Hungary Packaging Limited Liability Company and ModusLink Czech Republic s.r.o. in respect of cash pools in Europe (“Treasury Obligations”) pursuant to that certain Independent Guarantee dated as of March 2,2007 executed by Moduslink in favor of ABN Amro Bank N.V. (and all successors and sucessors-in- interest) and each Affiliate of ABN Amro Bank N.V. and all other guarantees with respect to Treasury Obligations provided that the aggregate amount of obligations guaranteed under all such guarantees does not exceed the sum of $7,500,000 and €7,500,000.”

(c) Amendment to Definition of Eligible Receivables . Subsection (vi) in the definition of “Eligible Receivables” contained in Section 1.1 of the Existing Loan Agreement is hereby amended by deleting the subsection in its entirety and substituting the following therefor:

“(vi) with respect to which the Account Debtor is not a resident or citizen of or otherwise located in the United States of America, or with respect to which the Account Debtor is not subject to service of process in the United States of America, unless such Borrower has furnished Agent with a letter of credit or account receivable insurance in at least the amount of the account acceptable as to form, substance and issuer to Agent in its sole discretion; notwithstanding the foregoing, up to $7,500,000 of ModusLink B.V. Receivables shall be considered Eligible Receivables if, but for this subsection (vi), such ModusLink B.V. Receivables would otherwise be considered Eligible Receivables; or”

(d) Amendment to LIBOR Loan Definition . The definition of LIBOR Loan contained in Section 1.1 of the Existing Loan Agreement is hereby amended by deleting the definition in its entirety and substituting the following therefor:

“ LIBOR Loan ” or “ LIBOR Loans ” shall mean that portion, and collectively those portions, of the aggregate outstanding principal balance of the Loans that bear interest at the BBA LIBOR Rate (Adjusted Periodically), as designated by Borrowers in a Notice of Borrowing, Notice of Conversion or Notice of Continuance.

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(e) Amendment to Notes Definition . The definition of Notes contained in Section 1.1 of the Existing Loan Agreement is hereby amended by deleting the definition in its entirety and substituting the following therefor:

“ Notes ” shall mean, collectively, each Second Replacement Second Amended and Restated Revolving Credit Note executed and delivered by Borrowers to each Lender on February 27, 2009, as such Notes may be amended, restated, replaced, supplemented or otherwise modified from time to time.

2.2 Amendment to Revolving Loan Commitment . Section 2.1 of the Existing Loan Agreement is hereby amended by deleting the Section in its entirety and substituting the following therefor:

“2.1 Revolving Line of Credit . Each Lender with a Revolving Credit Commitment, severally and not jointly agrees, on the terms and conditions hereinafter set forth, and subject to the limitation set forth in Section 7.3(M), to make available for Borrowers’ use, from time to time until the Revolving Credit Termination Date, upon request of the Borrowers in accordance with Section 2.5, certain Loans under a revolving line of credit (the “Revolving Credit Facility”) in an aggregate amount not to exceed at any time outstanding the then applicable Revolving Credit Commitment of such Lender; provided that the aggregate amount of Loans plus Letter of Credit Obligations under the Revolving Credit Facility outstanding at any one time shall not exceed the lesser of:

(A) the Aggregate Revolving Credit Commitment then in effect; and

(B) (i) 80% of Eligible Receivables plus (ii) the lesser of (1) 50% of Eligible Inventory or (2) $5,000,000 (such amount referred to herein as the “Borrowing Base” ).

During such period and subject to Section 3.2(B), the Revolving Credit Facility may be utilized by borrowing, repaying and reborrowing the Loans thereunder.”

2.3 Amendment to Interest Rate and Prime Rate References .

(a) Amendment to Interest Rate . Section 2.4 of the Existing Loan Agreement is hereby amended by deleting the Section in its entirety and substituting the following therefor.

“ 2.4 Interest Rate . Unless otherwise provided in a writing evidencing such Liabilities, Borrowers agree, jointly and severally, to pay Agent, for the benefit of each Lender, interest on the outstanding principal balance of the Loans from time to time at a rate equal to (i) with respect to Floating Rate Loans, the BBA LIBOR Daily Floating Rate plus two and

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one-half percent (2.5%) and (ii) with respect to LIBOR Loans, the BBA LIBOR Rate (Adjusted Periodically)  plus two and one-half percent (2.5%). The records of Agent as to the interest rate applicable to a particular advance shall be binding and conclusive absent manifest error. Interest shall be payable from the date of such advance of the Loan to the day of repayment of such advance. Interest shall be computed on the basis of a year of 360 days and actual days elapsed and shall be payable as provided in Section 3.2. Agent, for the ratable benefit of each Lender, reserves the right to charge Borrowers’ operating account(s) for accrued interest on the applicable Interest Payment Date. In no contingency or event whatsoever shall the rate or amount of interest paid by Borrowers under this Agreement or any of the Ancillary Agreements exceed the maximum amount permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable. In the event that such a court determines that Agent or any Lender has received interest under this Agreement or under any Ancillary Agreement in excess of the maximum amount permitted by such law, (i) Agent or such Lender shall apply such excess to any unpaid principal owed by Borrowers to such Lender under the Revolving Credit Facility or, if the amount of such excess exceeds the unpaid balance of such principal on the Revolving Credit Facility, such Lender shall promptly refund such excess interest to Borrowers and (ii) the provisions of this Agreement shall be deemed amended to provide for such permissible rate. All sums paid, or agreed to be paid, by Borrowers which are, or to be may be construed to be, compensation for the use, forbearance or detention of money shall, to the extent permitted by applicable law, be amortized, prorated, spread and allocated throughout the term of all such indebtedness until the indebtedness is paid in full.”

(b) Amendment to Prime Rate References . All references to “Prime Rate” in the Existing Loan Agreement are hereby amended by deleting such references and substituting “BBA LIBOR Daily Floating Rate” therefor.

(c) Amendment to Prime Rate Loan References . All references to “Prime Rate Loans” in the Existing Loan Agreement are hereby amended by deleting such references and substituting “Floating Rate Loans” therefor.

2.4 Amendment to Borrowing Procedures . Section 2.5 of the Existing Loan Agreement is hereby amended by deleting the Section in its entirety and substituting the following therefor:

“2.5 Borrowing Procedures . In order to effect a Loan under the Revolving Credit Facility, an authorized officer of each of the Borrowers shall give Agent (A) irrevocable written notice (in form and substance acceptable to Agent) or irrevocable telephone notice (immediately confirmed by such written notice by facsimile) not later than 11:00 a.m., Chicago time, on (i) the proposed borrowing date in the case of Floating

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Rate Loans and (ii) the second Business Day prior to the proposed borrowing date in the case of LIBOR Loans (the “Notice of Borrowing”) and (B) if at the time of such proposed borrowing date there are no Loans outstanding under the Revolving Credit Facility, a Borrowing Base Certificate as at the last day of (y) if such proposed borrowing date is prior to the 15 ^th day of any month, the month that is two months prior to such proposed borrowing date or (z) if such proposed borrowing date is on or after the 15 ^th day of any month, the month immediately preceding such proposed borrowing date. Borrowers hereby authorize Agent and each Lender to extend advances and make Loans to Borrowers based on written or telephone notice from an authorized officer of Borrowers. Each Notice of Borrowing shall specify the principal amount of the Loan to be made pursuant to such borrowing and the date of such borrowing (which shall be a Business Day), that the Loans are under the Revolving Credit Facility, whether the Loans being made pursuant to such borrowing are to be maintained as Floating Rate Loans or LIBOR Loans and, if LIBOR Loans, the initial Interest Period to be applicable thereto. Promptly after receipt of such request, Agent shall advise each Lender thereof. Not later than 2:30 p.m., Chicago time, on the date of a proposed borrowing, each Lender shall provide Agent, at the principal office of Agent in Chicago, with immediately available funds equal to such Lender’s pro rata share of the borrowing, and subject to receipt by Agent of the documents required under Section 2.11(B) with respect to such borrowing, if any are required, Agent shall pay over such funds received by it to Borrowers on the requested borrowing date.”

2.5 Amendment to Non-Use Fee . Section 2.12 of the Existing Loan Agreement is hereby amended by deleting the Section in its entirety and substituting the following therefor:

“2.12 Non-Use Fee . Borrowers agree, jointly and severally, to pay to Agent, for the ratable benefit of Lenders, with respect to the Revolving Credit Facility, for the period commencing on the date hereof and continuing through the Revolving Credit Termination Date, an amount equal to the product of (i) the average daily unused portion of the Aggregate Revolving Credit Commitment and (ii) one half of one percent (.50%). Such non-use fee shall be payable by Borrowers, jointly and severally, in arrears on the last Business Day of each calendar quarter and on the Revolving Credit Termination Date. The non-use fee shall be computed on the basis of the actual number of days elapsed in a year of 360 days.”

2.6 Amendment to Letter of Credit Provisions.

(a) Amendment to Letter of Credit Sub-Limit . Subsection (d) of Section 2.13(A) of the Existing Loan Agreement is hereby amended by deleting the reference to the amount $20,000,000 contained therein and substituting the amount $15,000,000 therefor.

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(b) Amendment to Letter of Credit Reimbursement Obligations . Subsection (i) of Section 2.13(D) of the Existing Loan Agreement is hereby amended by deleting the Subsection in its entirety and substituting the following therefor:

“(i) (a) Borrowers, jointly and severally, agree to pay to the Issuing Lender (1) on each date that any amount is drawn under each Letter of Credit a sum (and interest on such sum as provided in clause (2) below) equal to the amount so drawn plus all other charges and expenses with respect thereto or in the applicable Master Letter of Credit Agreement and (2) interest on any and all amounts remaining unpaid under this Section 2.13 until payment in full equal to the rate of interest required in respect of Floating Rate Loans pursuant to Section 2.4 of this Agreement plus 2.00% per annum. Borrowers agree to pay to the Issuing Lender the amount of all Reimbursement Obligations owing in respect of any Letter of Credit immediately when due, under all circumstances, including, without limitation, any of the following circumstances: (w) any lack of validity or enforceability of this Agreement or any Ancillary Agreements executed pursuant hereto; (x) the existence of any claim, set-off, defense or other right which Borrowers may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), any Lender or any other Person, whether in connection with this Agreement, any Letter of