SIXTH AMENDMENT TO LOAN AND
SECURITY AGREEMENT
THIS SIXTH AMENDMENT TO LOAN
AND SECURITY AGREEMENT (this “Amendment”) is made and
entered into on July 1, 2008, 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 “Borrower”), the parties to the Loan
Agreement (as hereinafter defined) from time to time as lenders
(collectively, “Lenders” and each individually,
“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, that certain letter amendment dated May 18, 2007, that
certain Fourth Amendment to Loan and Security Agreement dated
August 23, 2007, that certain letter amendment dated October 15,
2007, and that certain Fifth Amendment to Loan and Security
Agreement dated as of January 21, 2008 (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 “Eligible Foreign Account”
and “Foreign Accounts Loan Limit” contained in Section
1.127 of the Loan Agreement, and by substituting the following new
definitions in lieu thereof, in proper alphabetical
sequence:
“Eligible Foreign
Account” means an Account which satisfies all of the criteria
for an “Eligible Account” set forth in the definition
thereof other than clause (f) thereof and which arises from a sale
or lease to an account debtor with its chief executive office or
principal place of business outside the United States or the
Commonwealth of Puerto Rico or Canada, if either: (i) the account
debtor has delivered to such Borrower an irrevocable letter of
credit issued or confirmed by a bank satisfactory to Agent and
payable only in the United States of America and in U.S. dollars,
sufficient to cover such Account, in form and substance
satisfactory to Agent and if required by Agent, the original of
such
letter of credit has been
delivered to Agent or Agent’s agent and the issuer thereof,
and such Borrower has complied with the terms of Section 5.3(f)
hereof with respect to the assignment of the proceeds of such
letter of credit to Agent or naming Agent as transferee beneficiary
thereunder, as Agent may specify, or (ii) such Account is subject
to credit insurance payable to Agent issued by an insurer and on
terms and in an amount acceptable to Agent; provided ,
that , any amount which is included as an “Eligible
Foreign Account” on any Borrowing Base certificate shall not
also be included as an Eligible Account on the same Borrowing Base
certificate; provided further that , (i) the
accounts of Golden Distribuidora LTDA constituting “Eligible
Foreign Accounts” shall not exceed, in the aggregate,
$1,500,000, and (ii) the accounts of any other account debtor
constituting “Eligible Foreign Accounts” shall not
exceed, in the aggregate, $900,000, for such account
debtor.
“Foreign Accounts Loan
Limit” means, for the period beginning on June 24, 2008 and
ending on September 19, 2008, an amount equal to $7,500,000, and at
all times thereafter, an amount equal to $6,000,000.
(b) By
deleting the reference to “$6,000,000” in Schedule
9.9(k) of the Loan Agreement, and by substituting
“$7,000,000” in lieu thereof.
(c) By
deleting the reference to “$4,000,000” in Section
9.9(l) of the Loan Agreement, and by s
