SECURITY AGREEMENTSecurity Agreement • February 22nd, 2010 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software • Michigan
THIS SECURITY AGREEMENT (the “Agreement”) dated as of December 22, 2009, is entered into by and among the Borrowers (as defined below), such other entities which from time to time become parties hereto (collectively, including the Borrower, the “Debtors” and each individually a “Debtor”) and Comerica Bank, a Texas banking association (“Comerica”), as Administrative Agent for and on behalf of the Lenders (as defined below) (in such capacity, the “Agent”). The addresses for the Debtors and the Agent, as of the date hereof, are set forth on the signature pages attached hereto.
FOURTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT by and among THE CVC SHAREHOLDERS THE SHALOM SHAREHOLDERS THE CENTEL SHAREHOLDERS THE ADDITIONAL SHAREHOLDERS AND INTCOMEX, INC. December 22, 2009Shareholders Agreement • February 22nd, 2010 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software • New York
This FOURTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of December 22, 2009, is entered into by and among Co-Investment LLC VII (Intcomex), a Delaware limited liability company (“Co-Invest”); CVCI Intcomex Bond Purchase LP, a Delaware limited partnership (“CVCI”, and together with Co-Invest, the “CVC Shareholders”); Michael Shalom, a citizen of the United States; Anthony Shalom, a citizen of the United States; Isaac Shalom, a citizen of the United States; Shalom Holdings 1, LLLP, a Florida limited liability limited partnership (“Shalom 1 LLLP”); Shalom Holdings 3, LLLP, a Florida limited liability limited partnership (“Shalom 3 LLLP”, and together with Shalom 1 LLLP, the “Shalom Entities”, each a “Shalom Entity”, and together with Michael Shalom, Anthony Shalom, Isaac Shalom and Shalom 1 LLLP, the “Shalom Shareholders”, each a “Shalom Shareholder”); the Centel Shareholders (as hereinafter defined); the Additional Shareholders (as hereinafter defined); and
ContractStock Pledge Agreement • February 22nd, 2010 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software • New York
STOCK PLEDGE AGREEMENT, dated as of December 22, 2009 (the “Agreement”), entered into between Intcomex Holdings, SPC-I, LLC (the “Pledgor”), in favor of The Bank of New York Mellon, in its capacity as trustee under the Indenture referred to below (the “Pledgee”), for the equal and ratable benefit of the Holders.
PLEDGE AGREEMENT By INTCOMEX, INC. INTCOMEX HOLDINGS, LLC INTCOMEX HOLDINGS SPC-I, LLC and THE BANK OF NEW YORK MELLON, as Trustee Dated as of December 22, 2009Pledge Agreement • February 22nd, 2010 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software • New York
This PLEDGE AGREEMENT dated as of December 22, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by Intcomex, Inc., a Delaware corporation (the “Company”), Intcomex Holdings, LLC, a Delaware limited liability company, and Intcomex Holdings SPC-I, LLC, a Delaware limited liability company (together with the Company and the other pledgors from time to time party hereto, collectively, the “Pledgors,” and each, a “Pledgor”), in favor of The Bank of New York Mellon, in its capacity as Trustee pursuant to the Indenture, dated as of the date hereof, by and among the Company, the guarantors party thereto and the Trustee, acting for and on behalf of the holders (the “Noteholders”) of the Notes described below.
TREASURY MANAGEMENT SERVICES CONTROLLED COLLATERAL ACCOUNT SERVICE AGREEMENT (SECOND LIEN – BANK TO HONOR SECURED PARTY’S INSTRUCTIONS ONLY AFTER TERMINATION OF BANK’S LIEN ON COLLATERAL ACCOUNTS)Treasury Management Controlled Collateral Account Agreement • February 22nd, 2010 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software
This Treasury Management Controlled Collateral Account Agreement (“Agreement”) is entered into by the Bank designated below (herein called “Bank”), the Customer designated below (herein called “Customer”) and the Secured Party or Agent of Secured Party designated below (herein called “Secured Party”).
SHARE CHARGE BETWEEN INTCOMEX HOLDINGS, LLC as Guarantor and Chargor AND THE BANK OF NEW YORK MELLON as Trustee for the Holders AND IXLA HOLDINGS LTD. (the “Company”)Share • February 22nd, 2010 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software
SOFTWARE BROKERS OF AMERICA, INC. REVOLVING CREDIT AGREEMENT DATED AS OF DECEMBER 22, 2009 COMERICA BANK AS ADMINISTRATIVE AGENT AND LEAD ARRANGERRevolving Credit Agreement • February 22nd, 2010 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software • Michigan
This Revolving Credit Agreement (“Agreement”) is made as of the 22nd day of December, 2009, by and among the financial institutions from time to time signatory hereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), Arranger, Syndication Agent and Documentation Agent, and Software Brokers of America, Inc. (“Borrower”).
LIEN SUBORDINATION AGREEMENTLien Subordination Agreement • February 22nd, 2010 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software • Michigan
This Lien Subordination Agreement (the “Agreement”), dated as of December 22, 2009, is made among Comerica Bank, a Texas banking association, as Administrative Agent for and on behalf of the Lenders (as defined below) (in such capacity, the “Agent”), The Bank of New York Mellon, N.A. in its capacity as trustee under the Indenture (as defined below) for the benefit of the Securityholders (together with any replacement or successor trustee, the “Trustee”) Software Brokers of America, Inc., a Florida corporation (“Borrower”), and Nexxt Solutions LLC, a Florida limited liability company, Klip Xtreme LLC, a Florida limited liability company and Forza Power Technologies LLC, a Florida limited liability company (each, a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”).
LIMITED GUARANTYLimited Guaranty • February 22nd, 2010 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software • Michigan
THIS GUARANTY dated as of December 22, 2009 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Guaranty”), is made by the undersigned Guarantor (“Guarantor”) to Comerica Bank, a Texas banking association (“Comerica”), as Administrative Agent for and on behalf of the Lenders (as defined below) (in such capacity, the “Agent”).
SUBSIDIARY GUARANTYJoinder Agreement • February 22nd, 2010 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software • Michigan
THIS SUBSIDIARY GUARANTY, dated as of December 22, 2009 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Guaranty”), is made by the undersigned Guarantors (collectively, the “Guarantors” and each, individually, a “Guarantor”) to Comerica Bank, a Texas banking association (“Comerica”), as Administrative Agent for and on behalf of the Lenders (as defined below) (in such capacity, the “Agent”).
Trademark Security AgreementTrademark Security Agreement • February 22nd, 2010 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software
Trademark Security Agreement, dated as of December 22, 2009, by Software Brokers of America, Inc., a Florida corporation (the “Pledgor”), in favor of The Bank of New York Mellon, in its capacity as Trustee pursuant to the Indenture (in such capacity, the “Trustee”).
