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Exhibit
10.12
COMERICA
BANK
CLOSING
AGENDA
SOFTWARE BROKERS OF
AMERICA, INC.
March 28,
2008
| 1. |
Amendment No. 4 to Credit Agreement and Waiver
(835720) |
AMENDMENT NO. 4 TO CREDIT
AGREEMENT AND WAIVER
This Amendment No. 4 to
Credit Agreement and Waiver (“Amendment”) executed as
of March 28, 2008 by and between Software Brokers of America,
Inc., a Florida corporation (“Company”) and Comerica
Bank (“Bank”).
RECITALS:
A. Company and Bank entered
into that certain Credit Agreement dated August 25, 2005, as
amended three times (“Agreement”).
B. Company and Bank desire to
amend the Agreement as set forth below
NOW, THEREFORE, Company and
Bank agree as follows:
1. Company has advised Bank
that it failed to comply with the provisions of Section 6.11
of the Agreement for its fiscal quarter ended December 31,
2007 (the “Covenant Violation”). Company has requested
that the Bank waive any Event of Default under the Agreement
resulting from the Covenant Violation. Bank hereby waives any Event
of Default under the Agreement resulting from the Covenant
Violation. This waiver shall not be deemed to amend or alter in any
respect the terms and conditions of the Agreement or any of the
other Loan Documents, or to constitute a waiver or release by the
Bank of any right, remedy or Event of Default under the Agreement
or any of the other Loan Documents, except to the extent
specifically set forth herein.
2. The definition of
“Tangible Effective Net Worth” set forth in
Section 1 of the Agreement is amended to read as
follows:
“Tangible Effective Net
Worth’ shall mean, as of any date of determination,
(i) the net book value of the assets of Company at such date
(excluding all amounts owing to Company by officers, directors,
shareholders and other Affiliates (other than Included Affiliate
Trade Receivables, which shall be included for purposes of
calculating such book value) and all patents, patent rights,
trademarks, trade names, franchises, copyrights, licenses, goodwill
and all other intangible assets of Company at such date), after all
appropriate deductions in accordance with GAAP (including, without
limitation, reserves for doubtful receivables, obsolescence,
depreciation and amortization), minus (ii) the sum of the
total Debt as of such date minus all Subordinated Debt as of such
date, all as determined in accordance with GAAP.”
3. Section 6.11 of the
Agreement is amended to read in its entirety as follows:
“6.11 Maintain as of
the end of each fiscal quarter of Company, commencing with the
fiscal quarter ending March 31, 2008, a Senior Debt to
Tangible Effective Net Worth Ratio of not more than the following
as of the specified dates:
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|
|
| March 31,2008 |
|
3.5 to
1.0 |
| June 30, 2008 |
|
3.5 to
1.0 |
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