SECOND REAFFIRMATION AND
CONFIRMATION AGREEMENT
(Security Documents)
This Second Reaffirmation and Confirmation
Agreement is made as of the 30th day of September, 2009 by COLOR
EDGE LLC (f/k/a MCEI, LLC), a Delaware limited liability company
(“ MCEI ”), COLOR EDGE VISUAL LLC (f/k/a MCEV,
LLC), a Delaware limited liability company (“ MCEV
”), and CRUSH CREATIVE LLC (f/k/a MCRU, LLC), a Delaware
limited liability company (“ MCRU ”; e
ach of MCEI, MCEV, and MCRU referred to as a “
Borrower ” and, collectively, as the “
Borrowers ”), MERISEL, INC., a Delaware corporation
(“ Merisel ”), MERISEL AMERICAS, INC., a
Delaware corporation (“ Merisel Americas ”) and
certain other affiliates of the Borrowers party hereto (“
Subsidiary Guarantors ”; each of Merisel, Merisel
Americas and the Subsidiary Guarantors, a “ Corporate
Guarantor ” and, collectively, the “ Corporate
Guarantors ”) in favor of AMALGAMATED BANK, a New York
banking corporation, as lender for itself and other lenders party
to the Credit Agreement referred to herein from time to time
(“ Lender ”).
W I T N E S S E T H
:
WHEREAS, the Borrowers, the lenders party thereto and the
other parties thereto have previously entered into that certain
Credit Agreement, dated as of March 1, 2005, as amended by
Amendment No. 1 thereto, dated as of August 8, 2005, as further
amended by Amendment No. 2 thereto, dated as of February 27, 2008,
and as further amended by Amendment No. 3 thereto, dated as of
March 26, 2009 (as amended, supplemented or otherwise modified
prior to the date hereof, the “ Existing Credit
Agreement ”);
WHEREAS , the undersigned Loan Parties have previously
entered into a Security Agreement, dated as of March 1, 2005, as
amended as of August 8, 2005 (the “ Security Agreement
”) in favor of Lender pursuant to the Existing Credit
Agreement, granting a Lien on property of each such Person as
collateral security for the payment and performance in full of all
the Secured Obligations (as defined in the Security
Agreement);
WHEREAS , the undersigned Loan Parties have also
previously entered into certain other Security Documents (as
defined in the Existing Credit Agreement) in favor of Lender to
secure the obligations and liabilities of each Loan Party under the
Loan Documents (as defined in the Existing Credit
Agreement);
WHEREAS , on the date hereof, the Borrowers, the
Corporate Guarantors and the Lender are entering that certain
Amended and Restated Credit Agreement, dated as of the date hereof
(as may be amended, amended and restated, supplemented or modified
from time to time, the “ Amended and Restated Credit
Agreement ”; capitalized terms
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