Software Brokers of America, Inc. Sample Contracts

SUPPLEMENTAL INDENTURE DATED AS OF OCTOBER 31, 2006
Software Brokers of America, Inc. • November 7th, 2006 • Wholesale-computers & peripheral equipment & software • New York

This Supplemental Indenture, dated as of October 31, 2006, is by and among Intcomex, Inc., a Delaware corporation (including any successor thereto, the “Company”), Intcomex Holdings, LLC, a Delaware limited liability company (including any successor thereto, “Holdings”), Intcomex Holdings SPC-I, LLC, a Delaware limited liability company (including any successor thereto, “SPC”), and Software Brokers of America, Inc., a Delaware corporation (including any successor thereto, “SBA” and, together with Holdings and SPC, the “Guarantors”), and The Bank of New York, a New York banking corporation as trustee (the “Trustee”), to the Indenture, dated as of August 25, 2005, among the Company, the Guarantors and the Trustee (the “Base Indenture”).

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AMENDMENT NO. 1 TO CREDIT AGREEMENT, AMENDMENT TO INTCOMEX SUBORDINATION AGREEMENT AND WAIVER RE INTCOMEX SUBORDINATED INDEBTEDNESS
Credit Agreement • November 7th, 2006 • Software Brokers of America, Inc. • Wholesale-computers & peripheral equipment & software

This Amendment No. 1 to Credit Agreement, Amendment No. 1 to Intcomex Subordination Agreement and Waiver re Intcomex Subordinated Indebtedness (“Amendment and Waiver”) executed as of November 2, 2006 by and among Software Brokers of America, Inc., a Florida corporation (“Company”), Comerica Bank, a Michigan banking corporation (“Bank”) and Intcomex, Inc. (“Intcomex”).

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