Exhibit 10.8
COMERICA BANK
CLOSING AGENDA
SOFTWARE BROKERS OF AMERICA,
INC.
March 20
th
,
2009
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1.
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Amendment
No. 7 to Credit Agreement and Waiver (912572)
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2.
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$30,000,000
Revolving Credit Note (912599)
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3.
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Tax
Indemnification (912823)
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4.
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Payment of
Bank’s Legal Fees (to be invoiced)
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Executed as of March 20, 2009
Comerica Bank
Detroit, Michigan
Ladies and Gentlemen:
Reference is made to
that certain Amendment No. 7 to Credit Agreement and Waiver
(“Amendment”) and $30,000,000 Revolving Credit Note
(“Note”) each dated March 20
th
, 2009, executed by
Software Brokers of America, Inc., a Florida corporation
(“Borrower”) and Comerica Bank
(“Bank”),
The Amendment and Note have been
executed by Borrower and delivered to Bank in Florida. It is the
Borrower’s understanding that no documentary stamp taxes or
intangible personal property taxes are due in connection with the
execution and delivery of the Amendment and Note because
documentary stamp taxes in the amount of $2450 were paid on the
execution and delivery of the Credit Agreement and that certain
Revolving Credit Note dated as of August 25, 2005, as
subsequently amended and restated by Borrower payable to Bank (and
as again amended and restated by the Note). Borrower agrees that in
the event the Florida Department of Revenue, or any other
governmental agency, should determine at any time that documentary
stamp taxes or intangible personal property taxes are required in
addition to that which has been paid, to indemnify Bank forthwith
and to pay for the cost of the documentary stamp taxes or
intangible personal property taxes, together with any interest or
penalty that Bank may be called upon to pay.
Borrower further agrees to pay any
costs, expense and attorneys’ fees incurred by Bank in
connection with the documentary stamp taxes or intangible personal
property taxes and any interest or penalty thereon, and that same
shall constitute additional indebtedness owed by Borrower to
Bank.
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Very truly
yours,
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SOFTWARE
BROKERS OF AMERICA, INC.
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By:
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/s/ Anthony
Shalom
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Anthony
Shalom
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Its:
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President
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STATE OF FLORIDA
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)
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)
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COUNTY OF MIAMI-DADE)
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The foregoing
instrument was acknowledged before me this 20
th
day of March, 2009,
by Anthony Shalom, as President of Software Brokers of America,
Inc., a Florida corporation, who is personally known to me or who
has produced
as identification.