Exhibit 10.73
September ___, 2009
SED International, Inc.
4916 North Royal Atlanta Drive
Tucker, Georgia 30084
Attention : CEO and CFO
Re: Amendment
to Loan Agreement (as defined below)
Ladies and Gentlemen:
Reference
is made to that certain Loan and Security Agreement dated September
21, 2005 (as at any time amended, restated, supplemented or
otherwise modified, the “Loan Agreement”) among SED
International Holdings, Inc., a Georgia corporation
(“Holdings”); SED International, Inc., a Georgia
corporation (“SED”; together with Holdings,
collectively, “Borrowers” and each individually, a
“Borrower”); certain financial institutions party from
time to time to the Loan Agreement as lenders (collectively,
“Lenders”); and Wachovia Bank, National Association, a
national banking association, in its capacity as agent for Lenders
(together with its successors in such capacity,
“Agent”). Capitalized terms used herein, unless
otherwise defined herein, shall have the meaning ascribed to such
terms in the Loan Agreement.
The
parties hereto desire to amend the Loan Agreement as hereinafter
set forth.
NOW,
THEREFORE, for TEN DOLLARS ($10.00) in hand paid and other good and
valuable consideration, the receipt and sufficiency of which are
hereby severally acknowledged, the parties hereto, intending to be
legally bound hereby, agree as follows:
1. Amendment to Loan
Agreement . The Loan Agreement is hereby amended by
deleting the definition of “Financial Covenant Trigger
Amount” contained in Section 1 of the Loan Agreement and by
substituting the following new definition in lieu
thereof:
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1.54
“Financial Covenant Trigger Amount” shall mean, on any
date of determination, an amount equal to the greater of (a)
$3,500,000, and (b) an amount equal to ten percent (10%) of the
Borrowing Base on such date.
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2.
Ratification and Reaffirmation . Each Borrower hereby ratifies and reaffirms the
Indebtedness, each of the Financing Agreements to which such
Borrower is a party and all of such Borrower’s covenants,
duties, indebtedness and liabilities under the Financing
Agreements.
3.
Acknowledgments and Stipulations . Each Borrower hereby acknowledges and stipulates
that the Loan Agreement and the other Financing Agreements executed
by such Borrower are legal, valid and binding obligations of such
Borrower that are enforceable
