FOURTH AMENDMENT TO LOAN AND
SECURITY AGREEMENT
THIS FOURTH AMENDMENT TO LOAN
AND SECURITY AGREEMENT (this “Amendment”) is made and
entered as of August 23, 2007, by and among SED INTERNATIONAL
HOLDINGS, INC. , a Georgia corporation (“Parent”),
SED INTERNATIONAL, INC. , a Georgia corporation
(“SED”), SED MAGNA (MIAMI), INC. , a Delaware
corporation (“Magna”; Parent, SED and Magna are
collectively referred to herein as “Borrowers” and each
individually as a “Borrower”), the parties to the Loan
Agreement (as hereinafter defined) from time to time as lenders
(collectively, “Lenders” and each individually, a
“Lender”) and WACHOVIA BANK, NATIONAL
ASSOCIATION , a national banking association, in its capacity
as agent for Lenders (in such capacity,
“Agent”).
Recitals
:
Borrowers, Agent and Lenders
are parties to that certain Loan and Security Agreement dated
September 21, 2005, as amended by that certain letter amendment
dated January 24, 2006, that certain Second Amendment to Loan and
Security Agreement dated May 17, 2006, that certain letter
amendment dated May 17, 2006, that certain letter amendment dated
December 21, 2006, that certain letter amendment dated February 1,
2007, that certain Third Amendment to Loan and Security Agreement
dated March 1, 2007, that certain letter amendment dated April 25,
2007 and that certain letter amendment dated May 18, 2007 (as so
amended, and as at any other time amended, restated, modified or
supplemented, the “Loan Agreement”), pursuant to which
Lenders have made certain revolving credit loans and other
financial accommodations to Borrowers.
The parties 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.
Definitions . All capitalized terms used in
this Amendment, unless otherwise defined herein, shall have the
meaning ascribed to such terms in the Loan Agreement.
2.
Amendments to Loan Agreement . The Loan Agreement is hereby
amended as follows:
(a) By
deleting the definitions of “Maximum Credit” and
“Revolving Loan Limit” contained in Section 1 of the
Loan Agreement and by substituting the following new definitions,
respectively, in lieu thereof:
1.87. “Maximum
Credit” shall mean the amount of $40,000,000, or if
applicable after giving effect to the Revolving Loan Limit
Increase, up to $50,000,000, provided that, during the
Temporary Revolving Line Increase Period, the term “Maximum
Credit” shall mean the amount of $50,000,000.
1.111 “Revolving
Loan Limit” shall mean, (a) at any time during the period
beginning on the Closing Date and ending on July 16, 2007, an
amount equal to $35,000,000, minus the then outstanding
principal amount of the Revolving Loans and Letters of Credit, (b)
at any time during the period
beginning on July 17, 2007 and
ending on the Fourth Amendment Date, an amount equal to $40,000,000
minus the then outstanding principal amount of the Revolving
Loans and Letters of Credit, (c) at any time during the period
beginning on the Fourth Amendment Date and ending on the last day
of the Temporary Revolving Line Increase Period, an amount equal to
$50,000,000, minus the then outstanding principal amount of
the Revolving Loans and Letters of Credit, and (d) at any time
after the last day of the Temporary Revolving Line Increase Period,
an amount equal to $40,000,000 (subject to increase up to
$50,000,000 in connection with the Revolving Loan Limit Increase)
minus the then outstanding principal amount of the Revolving
Loans and Letters of Credit.
(b) By
adding the following new definitions of “Closing Date”,
“Fourth Amendment Date” and “Temporary Revolving
Line Increase Period”, respectively, as a new Section 1.128
of the Loan Agreement immediately following Section 1.127
thereof:
1.128 Additional
Definitions (Fourth Amendment to Loan and Security
Agreement):
“Closing
Date” shall mean September 21, 2005.
“Fourth
Amendment Date” shall mean August 23, 2007, the date of the
Fourth Amendment to this Agreement.
“Temporary
Revolving Line Increase Period” shall mean the period
beginning on the Fourth Amendment Date and ending on October 22,
2007 (unless Agent and Lenders, in their sole discretion, elect to
extend such period in writing).
(c) By
deleting Section 2.1(d) of the Loan Agreement in its entirety and
by substituting the following in lieu thereof:
(d) Borrowers
shall have the right to request a permanent increase in the amount
of the Revolving Loan Limit and the Commitments in an aggregate
amount not to exceed $10,000,000 (the “Revolving Loan Limit
Increase”), in minimum increments of $5,000,000, at any time
and from time to time upon written notice to Agent of such
requested Revolving Loan Limit Increase, subject to the
satisfaction, as determined by Agent, of each of the Revolving Loan
Limit Increase Conditions. Upon the effectiveness of any Revolving
Loan Limited Increase, each Lender’s respective Commitment
shall b
