SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
(Amending Part II - Item 6)
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 0-16345
SED International Holdings, Inc.
(Exact name of Registrant as specified in its charter)
GEORGIA 22-2715444_____
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4916 North Royal Atlanta Drive, Tucker, Georgia 30085
(Address of principal executive offices) (Zip code)
(770) 491-8962
(Registrant's telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year,
if changed since last report.)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
At January 31, 2000, there were 6,981,463 shares of Common Stock, $.01 par
value, outstanding.
<PAGE>
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Form 10-Q/A is solely to file Exhibit
10.4 as set forth in Item 6 of Part II below.
<PAGE>
PART II - OTHER INFORMATION
Item 6 is hereby amended as follows:
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
Exhibit
Number Description
10.1 Employment Agreement between Mark Diamond and SED
International, Inc. dated November 9, 1999. (1)
10.2 Employment Agreement between Barry Diamond and SED
International, Inc. dated November 11, 1999. (2)
10.3 Employment Agreement between Larry G. Ayers and SED
International, Inc. dated November 28, 1999. (3)
10.4 SED International do Brasil Ltda. Line of Credit
Agreement with Banco Bradesco S.A.
27.1 Financial Data Schedule. (4)
- - - - - - - - - - - -
(1) Incorporated herein by reference to Exhibit 10.1 to Registrant's Quarterly
Report on Form 10-Q for the quarterly period ended December 31, 1999 (SEC
File No. 0-16345).
(2) Incorporated herein by reference to Exhibit 10.2 to Registrant's Quarterly
Report on Form 10-Q for the quarterly period ended December 31, 1999 (SEC
File No. 0-16345).
(3) Incorporated herein by reference to Exhibit 10.3 to Registrant's Quarterly
Report on Form 10-Q for the quarterly period ended December 31, 1999 (SEC
File No. 0-16345).
(4) Incorporated herein by reference to Exhibit 27.1 to Registrant's Quarterly
Report on Form 10-Q for the quarterly period ended December 31, 1999 (SEC
File No. 0-16345).
b) Reports on Form 8-K
None
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SED International Holdings, Inc.
(Registrant)
March 8, 2000 /s/Gerald Diamond
Gerald Diamond
Chief Executive Officer and
Chairman of the Board
(Principal Executive Officer)
March 8, 2000 /s/Larry G. Ayers
Larry G. Ayers
Vice President-Finance and
Treasurer
(Principal Accounting Officer)
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
10.1 Employment Agreement between Mark Diamond and SED International, Inc.
dated November 9, 1999. (1)
10.2 Employment Agreement between Barry Diamond and SED International, Inc.
dated November 11, 1999. (2)
10.3 Employment Agreement between Larry G. Ayers and SED International, Inc.
dated November 28, 1999. (3)
10.4 SED International do Brasil Ltda. Line of Credit Agreement with Banco
Bradesco S.A.
27.1 Financial Data Schedule. (4)
- - - - - - - - - - - -
(1) Incorporated herein by reference to Exhibit 10.1 to Registrant's Quarterly
Report on Form 10-Q for the quarterly period ended December 31, 1999 (SEC
File No. 0-16345).
(2) Incorporated herein by reference to Exhibit 10.2 to Registrant's Quarterly
Report on Form 10-Q for the quarterly period ended December 31, 1999 (SEC
File No. 0-16345).
(3) Incorporated herein by reference to Exhibit 10.3 to Registrant's Quarterly
Report on Form 10-Q for the quarterly period ended December 31, 1999 (SEC
File No. 0-16345).
(4) Incorporated herein by reference to Exhibit 27.1 to Registrant's Quarterly
Report on Form 10-Q for the quarterly period ended December 31, 1999 (SEC
File No. 0-16345).
<PAGE>
Exhibit 10.4
BRADESCO
REVOLVING CREDIT CONTRACT
BRADESCO EASY DRAFT
01 [illegible]
02 TYPE 1
03 AGENCY CODE 0031 NAME OF AGENCY PCA PANAMERICANA URB SP
04 GROUP 02 SUBGROUP 27
05 CONTROL No. 106242
06 DIG 5
07 REASON 07-05
08 CHECKING ACCOUNT 105242
09 DIG 5
10 CONTRACT PERIODS BEGINNING SEPT. 24, 1999 ENDING MAR. 22, 2000
11 AMOUNT OF THE LIMIT 800,000.00
CHARGES
12 MONETARY ADJUSTMENT
13 ANNUAL INTEREST 130%
14 MODALITY CODE 116
15 TYPE OF GUARANTEE
16 TYPE OF CHARGE 109
17 PERSON 1
18 CCC 002,023,590 BRANCH 0001 CONTRACT 01
19 OCCUPATION/ACTIVITY 022
20 NAME OF THE RECIPIENT
SED INTERNATIONAL DO BRASIL DISTRIBUIDORA LTDA
[INTERNATIONAL HEADQUARTERS OF BRAZIL DISTRIBUTORS LTD]
21 ADDRESS AV TAMBORE, 1180 BARUERI, S.P.
22 CONTRACT No. 63,557
23 AMOUNT OF THE PROMISSORY NOTE 1,120,000.00
24 SUPPLEMENTARY GUARANTEE AMOUNT
25 DEPOSITARY LIEN CPT-CCCBRANCH CONTR.
26 COMPLETE ADDRESS OF THE PLACE WHERE THE PLEDGED MERCHANDISE IS
TO BE STORED
By means of the present private instrument, BANCO BRADESCO S.A., with
headquarters in the City of [illegible], Municipality of [illegible], State of
Sao Paulo, registered in the CGC [General Corporate Registry] of the M.F.
[Ministry of Finance] under No. 60,746,948/0001-12, hereinafter referred to
simply as BANK, and the CLIENT identified in fields 17 to 21, hereinafter
referred to as RECIPIENT, both through their undersigned legal representatives,
have agreed to contract the following:
1) The BANK opens for the RECIPIENT, through its Agency designated by
means of the corresponding code in field 03 a revolving line of credit
for overdraft withdrawals on a current account that may be utilized
repeatedly so long as, in function of the reimbursement that has been
made to the Bank, the respective current account presents an available
balance in relation to
<PAGE>
the limit indicated in field 11, which shall always be respected,
whether there are one or many utilizations of the limit.
2) The present contract shall remain in effect for the period of time
indicated in field 10. It may, however, be closed at any time by
either of the parties by means of a simple written notice 48
(forty-eight) hours in advance. SINGLE PARAGRAPH: The present
instrument cancels possible contracts between the parties for the same
purpose, with the conditions stipulated herein prevailing, above all
in relation to the obligations assumed by the RECIPIENT, its
guarantors and co-signers, possibly not yet complied with.
3) The sums to be utilized by the RECIPIENT may not be in excess of the
limit fixed in field 11 and [illegible] apply until the effective
reimbursement in favor of the BANK, monetary updating in accordance
with the index/title mentioned in field 12, during the period of time,
plus the interest at the rate fixed in field 13, calculated with
respect to the amounts owed and updated to the last day of each month.
Such charges shall have a monthly form of payment. FIRST PARAGRAPH.
The BANK may during the effective life of this Contract, alter the
rate of interest mentioned in field 13, updating it to current rates
in the Financial Market for operations of this type, by means of a
simple written notice to the RECIPIENT. It may also change the charges
from pre-fixed to [illegible] or from [illegible] to pre-fixed. Should
the RECIPIENT not be in agreement with the new rate, he must take
advantage of the provisions of Clause 2 (two). SECOND PARAGRAPH. In
case of extinction of the index without the naming of its legal
successor, its limitation or non-publication, all the [illegible]
established for calculation or updating of the debt shall be
calculated in accordance with the rate of CDs-PRE with a maturity of
30 (thirty) days, published by ANBID, in effect on the day prior to
the event. THIRD PARAGRAPH. The charges provided for in fields 12 and
13 shall be calculated on the last day of each month and shall be
updated to the 2nd working day of the month of the period of
calculation, the date on which the debit is to be effected the current
account of the RECIPIENT
4) In order to better guarantee the BANK in relation to all the principal
and accessory obligations assumed by the RECIPIENT in this contract,
the RECIPIENT delivers to the BANK on this date, a promissory note of
a value equal to the indication in field 23, issued by the
guarantor(s) indicated at the end of the contract, who also sign the
present document, declaring themselves in agreement with all its
clauses and provisions. SINGLE PARAGRAPH: THE GUARANTOR(S) also
appear(s) in this instrument in the condition of solidary debtor(s)
expressly adhering to the agreement, making themselves/himself
responsible with the RECIPIENT, in an irrevocable manner, for total
compliance with all the obligations, pecuniary or not, assumed in this
contract.
5) The other rights and obligations of the signatory parties are found in
Clauses 6 to 18 printed on the reverse of this sheet, which are
expressly accepted for the purposes and effects of rights.
NAME SAO PAULO SEPTEMBER 24 1999
CPP PLACE AND DATE
<PAGE>
NAME [signed]
CPP RECIPIENT
SED INTERNATIONAL DO BRASIL
DISTRIBUIDORA LTDA.
NAME BONDED DEPOSITORY
CPP [signed]
[illegible]
WITNESSES
NAME BANCO BRADESCO S.A.
NAME
<PAGE>
Banco Industrial
CONTRACT FOR THE OPENING OF CREDIT
1. Characteristics of the Operation
1.1 Date of the Contract November 29, 1999
1.2 Number of the Contract 09-0297/99
1.3 Due Date January 10, 2000
1.4 Amount of the Limit R$1,500,000.00 (one million five hundred thousand
reais)
1.5 .
1.6 Monetary Readjustment Index
1.7 Rate of Interest 2.42% per month
1.8 Readjustment of interest rates
1.9 Date of Payment of Monthly Charges, 1st business day of the month
1.10 Pre-Paid charges
1.11 Readjustment Dates
1.12 Tax on Credit Operations (IOC) in the form of legislation in effect
2. Bank Identification
Name Industrial Bank of Brazil
CNPJ 31,895,,683/0001-15
Address: Av. Pres. Juscelino Kubitschek 1,703, Itaim Blbi
CEP 04543-000
City: Sao Paulo
Federal Unit: S.P.
Telephone: 30-49-97-00
3. Identification of the Debtor
Corporate Name: SED INTERNATIONAL DO BRASIL DISTRIBUIDORA LTDA
CNPJ/CPF : 02,023,590/0001-01
Address: R. Major Paladino, 128 - Galpoes 15 and 16
CEP: 05307-000
City: Sao Paulo
Federal Unit: S.P.
Telephone: 3649-0900
FAX: 3649-0808
4. Description of the Guarantors Intervening
Name: Willer Martins Giordano CPF/CNP: 069,162,778-90
Name: Marcos Vicente CPF/CNP: 172,469,228-30
5. Promissory Notes Pledged
Number 01/01
Amount: R$2,250,000.00
Maturity: At sight
6. Type of Guarantee
Guaranteed Promissory Note.
Pledge doubling the amount equivalent to 120% of the amount owed on the contract
in accordance with the Instrument of Constitution of Guarantees.
<PAGE>
By means of the present instrument and in the best legal manner, the BANK and
the DEBTOR identified and described in the preamble table of this contract, duly
represented in this act in accordance with their corporate instruments and/or
personally, hold the present Opening of Credit contract, which obliges the
parties, their heirs and successors of any sort, to be certain, just and agreed
upon, being governed by the clauses and conditions set forth below, which they
reciprocally accept, and to which they are obliged:
1. The BANK in this act opens to the DEBTOR and the latter accepts,
revolving credit in the operational form of a loan on account, to the
limit declared in the preamble table above.
2. The credit opened to the DEBTOR shall be released at once or in
parcels, equal or not, after the regular constitution of the
guarantees to be utilized, through checks, written orders or
transfers. The DEBTOR must request the BANK in writing for the amount
to be utilized and the form of release, the BANK being now authorized
to accede automatically to requests for transfers of sums from this
loan account originating with this contract, to the movement account
that the DEBTOR has in the BANK.
Single Paragraph: The DEBTOR recognizes that the loan account extracts become an
integral part of this contract and considers the amount of the constant, certain
and determinative, if checked in accordance with this contract. Should the
DEBTOR not agree with the amounts on any extract that fact must be communicated
to the BANK.
3. The DEBTOR with regard to the effective utilization of the credit now
being opened to him, as well as all and any funds debited to the loan
account, as of the date of the utilization, recognizes that the
financial charges are his entire responsibility, in the form and for
the periods of time declared in the preamble table,
First Paragraph: Interest will accrue on the outstanding balance,
updated according to the indicators mentioned in the introductory
table, and will be calculated pro-rata according to the number of days
of the outstanding daily balance, being charged to the loan account
arising from this Contract. It must be settled on the date set forth
in item 1.9 of the introductory table.
Second Paragraph: The financial charges set forth in this Contract
will be reestablished without addendum to this Contract on the date
set forth in item 1.11 of the introductory table, with communication
to the DEBTOR through registered letter with return receipt requested
and/or extrajudicial notification, but never retroactively, whereby
the communication or notification will be deemed valid, perfect and
enforceable in the absence of communication to the contrary from the
DEBTOR within 24 (twenty-four) hours, from receipt of the
aforementioned communication.
Third Paragraph: It is clarified that the absence of agreement between
the parties concerning the new applicable rate will be a condition for
cancellation of this Contract, regardless of extrajudicial
notification or court petition, whereby the outstanding balance duly
increased by charges will become exigible immediately and in full, in
the amount valid before the new communication; to collect this amount,
the BANK may use its powers, as set forth in this instrument.
<PAGE>
Fourth Paragraph: In addition to the established charges, the DEBTOR
will also pay any others directly or indirectly applied to the amounts
granted to the DEBTOR, introduced or requested by competent monetary
authorities which may affect in any manner the cost originally
contracted in this instrument.
4. The DEBTOR commits and pledges to promptly settle the amount used and
the contractual charges, in the form and terms indicated in the
introductory table, authorizing the BANK to debit the amount owed
hereunder from its checking account, in which it will keep a
sufficient balance in the terms set forth in the introductory table.
5. The Tax on Credit Operations - IOC, as well as any judicial and
extrajudicial expenses necessary for the legalization of this
instrument, will be borne exclusively by the DEBTOR, whereby such
amounts will constitute debits posted to the Loan Account hereunder.
6. The DEBTOR will recognize as proof of its debt the amounts posted to
the Loan Account, arising from receipts, checks, transfer orders,
debits arising from financial charges, Tax on Credit Operations, among
other debits charged with notification to the DEBTOR.
7. The available amounts arising from the credit limit will be
reestablished whenever the debit balance is covered by the DEBTOR in
the Loan Account.
8. Delay in payment of any amounts owed by the DEBTOR hereunder or on the
advance maturity date, will imply the obligation to pay to the BANK
during the delay period a late payment commission calculated at the
same rate set forth in the original contract, or at the market rate on
the day of payment, plus monetary adjustment pursuant to current
legislation, plus late interest of 1% (one percent) per month
calculated on the readjusted amount of the overdue debt, in addition
to a fine of 2% (two percent) calculated on the total amount
outstanding and the respective Tax on Credit Operations.
Sole Paragraph: In the event that the BANK must resort to the services
of lawyers, the judicial or extrajudicial, to obtain compliance with
any obligation hereunder, the DEBTOR will pay, in addition, lawyers'
fees at the base rate of 20% (twenty percent) on the due amount, plus
judicial costs and expenses.
9. As guarantee of punctual performance of its main or accessory
contractual obligations, the DEBTOR will deliver as bond to the BANK
promissory notes issued by it, as listed in the introductory table,
guaranteed by the INTERVENING GUARANTORS named in item 4, who sign
this Contract agreeing to its terms and jointly commit themselves for
all responsibilities assumed by the DEBTOR, be they main or accessory,
with the respective compensatory and late surcharges, expressly
waiving the benefits set forth under Civil Code articles 1491, 1500
and 1503, Commercial Code articles 261 and 262 and Code of Civil
Procedure article 595.
10. If, in any of the events set forth in the law, this Contract, its
addenda and possible riders, the BANK must execute the guarantees to
receive the amounts owed to it, and
<PAGE>
the proceeds obtained from the execution of said guarantees is not
sufficient to cover the entire debt arising from this Contract, the
DEBTOR and the INTERVENING GUARANTORS will continue being responsible
for the payment of the balance outstanding presented, whereby this
responsibility will be prevail even if the BANK resorts to the courts.
11. Furthermore, to guarantee punctual performance of all its main or
accessory obligations, the DEBTOR pledges to constitute in favor of
the BANK, by separate documents, which will be an integral part hereof
for all legal purposes, the guarantees mentioned in item 6 of the
introductory table.
12. In the event of reduction or depreciation of the guarantee, the BANK
may require a reinforcement of the guarantee of this loan, which must
be granted by the DEBTOR within 48 (forty-eight) hours under penalty
of being found in contractual default. The BANK reserves the right to
return the checks issued by the DEBTOR, and to refuse to release any
amount arising from the open credit line, by other means used in bank
practice, until the guarantees are again considered sufficient by the
BANK.
13. The BANK is authorized to seize any balance existing in favor of the
DEBTOR to cover or settle the DEBTOR's debt by transfer of the
respective values to the loan account.
14. Notwithstanding the established contractual term, the BANK may
consider this Contract expired regardless of notification or warning
or any notice, in the cases set forth in Civil Code articles 762 and
954 and, in particular:
a) if the DEBTOR and/or any of the guarantors default on any of its
obligations hereunder;
b) if the DEBTOR and/or any of the guarantors are subject to a
legitimate protest of title or file for settlement with
creditors, bankruptcy or in the event of any other event
indicating a change in the economic-financial condition of the
DEBTOR or of the company controlled by it or the company which
controls it;
c) in the event of a measure that may affect the guarantees or the
credit rights of the BANK;
d) if, during the term hereof, the DEBTOR and/or its guarantors (if
artificial persons) cannot change or modify the current
composition of the capital which, in the exclusive judgement of
the BANK, affects or damages the punctual performance of this
Contract or in the event of any change, transfer or assignment,
direct or indirect, of the corporate/stockholding control, or
incorporation, merger or spinoff of the DEBTOR and/or guarantors
without the prior express consent of the BANK;
e) in the other cases set forth in the law.
15. This Contract will remain in force until the maturity date set forth
in subitem 1.3, and may be renewed by rider containing the specific
conditions of this Contract which, signed by the parties, will become
an integral part hereof and will also be governed by the other clauses
set forth herein.
Banco Industrial do Brasil S.A.
Av. Pres. Juscelino Kubitschek, 1.703, Itaim Bibi
<PAGE>
CEP 04543-000 Sao Paulo/SP - Tel.: (011) 3049-9700
Fax: (011) 856-9424
[address]
<PAGE>
Single Paragraph: The contractual addendum mentioned in the heading shall have
to show the date of maturity and the other conditions to be added, all the
conditions not expressly altered in the act of renovation remaining in effect.
16. By means of the processing of this operation and of the credit
renovations, the DEBTOR authorizes the BANK to debit the fee shown in
the Fee Schedule of the BANK on this date and on the dates of
renovation of credit.
17. The parties recognize for all the purposes and effects of law that
this contract is an extrajudicial title in consonance with Article
585, paragraph II, of the Code of Civil Procedures.
18. Non-exercise by the BANK of the rights assigned to it by the present
Contract shall not constitute cause for the alteration or novation of
its clauses; it shall not prejudice the exercise of the same rights at
later times or create rights for the DEBTOR.
19. The DEBTOR may not cede or transfer in any manner, either in whole or
in part, the rights and obligations arising from this contract without
the prior consent in writing of the BANK.
20. By means of the present instrument, the DEBTOR and the INTERVENING
GUARANTORS authorize, in the terms of Resolution 1,390, the BANK to
make as many inquiries as accessory to the Central Risk System of the
Central Bank of Brazil to accompany the economic/financial situation
of those being contracted now [illegible] in a possible rescission of
the present instrument along the liens of safeguarding rights of
credit possible not complied with.
21. The parties elect the Courts of the District of the Capital of the
State of Sao Paulo to clarify any doubts or controversies arising from
this contract, the BANK being empowered, however, to opt for the court
of the domicile of the DEBTOR or those of the INTERVENING GUARANTORS.
22. The DEBTOR declares for all the purposes and effects of law, that he
not only has read, but understands and has discussed with the BANK the
conditions and clauses of this instrument, accepting them, as he has
also submitted them to the screening of his legal counsel. Having
agreed, the contracting parties sign the present instrument in 02
(two) copies of equal text and one single effect, before 2 (two)
witnesses who also sign.
Sao Paulo, November 29, 1999
[SIGNATURES CHECKED]
[signed]
BANCO INDUSTRIAL DO BRASIL S/A DEBTOR
SED INTERNATIONAL DO BRASIL DISTRIB
WITNESSES INTERVENING GUARANTOR
INTERVENING GUARANTOR
INTERVENING GUARANTOR
[address]
<PAGE>
Banco Industrial
INSTRUMENT FOR THE CONSTITUTION OF GUARANTEES
(Lien on Titles)
1. Identification of the Bank
Name: BANCO INDUSTRIAL DO BRASIL S.A.
C.N.P.J.: 31,895,,683/0001-15
Address: Av. Pres. Juscelino Kubitschek 1,703, Itaim Blbi
CEP 04543-000
City: Sao Paulo
Federal Unit: S.P.
Telephone: 30-49-97-00
2. Identification of the Lien Giver
Name/Corporate Name
SED INTERNATIONAL DO BRASIL DISTRIBUIDORA LTDA
C.N.P.J./C.P.F. : 02,023,590/0001-01
Address: R. Major Paladino, 128 - Galpoes 15 and 16
CEP: 05307-000
City: Sao Paulo
Federal Unit: S.P.
Telephone: 3649-0900
3. Identification of the Intervening Guarantors
Name/Corporate Name
Willer Martins Giordano CPF/CNP: 069,162,778-90
Marcos Vicente CPF/CNP: 172,469,228-30
4. Referring this instrument to the following contract (TYPE, NUMBER AND DATE)
Contract for the Opening of Credit No. 09-0297/99 of Nov. 29, 1999
5. Type and amount of the guarantee Lien doubling the amount equivalent to
120% of the amount owed on the contract.
6. Data for electronic submission of titles Client Code - No. of Operation -
Product of the Charge: Code 70, Guaranteed Charge
7. Instructions for the protest of Titles with Liens Send automatically 5
(five) days after the due date to protest titles not paid by the respective
withdrawers.
8. Depositories of the documents that support the issuance of titles with
liens
Name: CPF/CNP:
Willer Martins Giordano 069,162,778-90
Marcos Vicente 172,469,228-30
<PAGE>
The parties named and qualified above, duly represented by the undersigned legal
representatives hold the following and just and agreed upon:
1. In guarantee of faithful and complete compliance with all the
principal and accessory obligations assumed in the contract above
mentioned in table 4, the GUARANTOR gives in guarantee titles
representing legitimate commercial transactions in the amount in the
preamble above, all subject to prior approval by the BANCO and with
due dates within the period of the Contract in reference, listed in a
separate document, which forms an integral part of the present
instrument for the purposes of law.
FIRST PARAGRAPH. The titles referred to in the heading of this clause,
whether registered or not, are delivered herewith or submitted by
electronic means, via Electronic Data Interchange (EDI) to the BANK.
SECOND PARAGRAPH. When physical titles are submitted, they are to be
endorsed to the favor of the BANK. However, the GUARANTOR declares, if sent
electronically, that he now endorses them to the BANK if effected by the
simple sending of title via Electronic Data Interchange (EDI).
THIRD PARAGRAPH. THE GUARANTOR declares, for all the purposes and effects
of law that he posses, in his power, the documents representing the
business transactions that support the issuance of the duplicates are or
will be subject to lien in the manner described in the present instrument,
since, as of now, they are sent to the depositaries who sign at the foot of
this instrument, which pledge to deliver them within the maximum term of 48
(forty-eight) hours, from receipt of communication, notification or warning
in this sense, under penalty of law.
PARAGRAPH FOUR: If the securities are sent via EDI, through the code
described in table 6 of the preamble, they will be automatically considered
linked to the declaration found in paragraph three of this clause.
2. If the GUARANTOR, by his free and spontaneous will, remits the
securities by electronic means, they will be received and recorded in
accordance with the register file supplied previously by the BANK,
pursuant to the code specified in item 6 of the introductory table.
PARAGRAPH ONE: After processing by the BANK, the GUARANTOR will
receive by electronic means the receipt file of the securities on the
business day immediately following the remittance day.
PARAGRAPH TWO: In the event of electronic remittance, the itemization
of the guaranteed securities will be proven by the issuance of the security
entry report.
PARAGRAPH THREE: The GUARANTOR agrees that all securities recorded
under the codes established in item 6 of the introductory table will be
remitted for constitution and/or replenishment of the guarantee set forth
herein.
3. The GUARANTOR declares that the debtors of the guaranteed securities
are not under
<PAGE>
preventive settlement with creditors, bankruptcy or insolvency.
4. As a consequence hereof, the GUARANTOR gives the BANK irrevocable and
definitive powers, as secured credit and mandatary, to enter into
agreements and settlements, to protest them and file for judicial
collection, requiring bankruptcy if applicable, all in order to
enforce its rights. The BANK may also transfer for sale, assignment or
endorsement or any other means, all or any of the guaranteed
securities, stipulating and accepting price, clauses and conditions,
whereby all expenses incurred by the BANK to enforce these rights will
be for the expense of the GUARANTOR.
SOLE PARAGRAPH: The BANK pledges to respect the instruction appearing
in introductory table 7 concerning the protest of the guaranteed securities
matured and unpaid by the respective drawee, whereby the GUARANTOR is the
only and exclusive party responsible as to the instruction in question,
accepting as of now the remedy of impleader in any possible judicial
measures taken at the initiative of the respective drawees of the
securities now guaranteed.
5. The BANK may put up for collection the securities now guaranteed in
its favor, crediting the net proceeds received by it to the escrow
account for the settlement of the contract referred to herein, without
interest, monetary correction or any other yield of any type; on
maturity all charges of the GUARANTOR arising from said Contract will
be debited from said account.
6. The GUARANTOR agrees that all expenses arising from putting the
securities up for collection are its exclusive responsibility,
authorizing the BANK as of now to debit them from the escrow account
referred to in clause 5 hereof.
7. The GUARANTOR assumes all responsibility to maintain the rights
referring to the guaranteed securities, interrupting the prescription
or substituting them, if necessary, in order to always maintain valid
the guarantee represented by them, in order to assure that the BANK
will receive its credit.
8. The GUARANTOR pledges to substitute or replenish the amount of the
guarantees, always maintaining the full percentage required,
established in the introductory table hereof. The securities will be
delivered within 48 (forty-eight) hours from the request sent by the
BANK to the GUARANTOR, under penalty of being found in contractual
default.
SOLE PARAGRAPH: As the securities mature, if they are not paid by
the debtors, the GUARANTOR pledges, if the BANK so prefers, to
substitute them by others with equivalent features and values,
for which purpose the GUARANTOR will have a term of 10 (ten) days
from receipt of the BANK's written communication.
9. The balance of the escrow account referred to in clause 5 may be
released by the BANK at its judgement and if there is sufficient time
for the collection of new securities, against presentation by the
GUARANTOR of other securities previously approved by the BANK and
endorsed in its favor, which will be incorporated into the guarantee
referred to herein and subject to all contractual clauses and
conditions.
<PAGE>
10. On the maturity of the obligations, or in the event of advance
cancellation, the BANK will apply the proceeds of the collection of
the securities, first for the amortization of incidentals and then for
the amortization of the outstanding principal, represented or not by
promissory notes.
[Signatures]
Banco Industrial do Brasil S.A.
Av. Pres. Juscelino Kubitschek, 1.703
CEP 04543-000 Sao Paulo/SP - Tel.: (011) 3049-9700
Fax: (011) 856-9424
[address]
<PAGE>
Banco Industrial
SINGLE PARAGRAPH: The GUARANTOR and the INTERVENING GUARANTORS,
recognize with proof, as of now, the certainty of their debt, all the
procedures that the BANK does in accordance with the provisions of
this instrument, being fully assured in this mode of the certainty and
determination of the liquidity of the debt.
11. The constitution of the guarantees provided for in this instrument do
not presume the novation of the principal contract, the GUARANTOR AND
THE INTERVENING GUARANTORS remaining responsible for the debt until
its total liquidation.
12. The parties elect the Courts of the District of Sao Paulo to decide
any pendent points arising from this instrument, the BANK, at its
discretion, being empowered to opt for the Court of the headquarters
of the GUARANTOR.
Having agreed, the contracting parties sign the present instrument in 02 (two)
copies of equal text and one single effect, all in the presence of the 2 (two)
undersigned witnesses.
Sao Paulo, November 29, 1999
[SIGNATURES CHECKED]
[signed]
BANCO INDUSTRIAL DO BRASIL S/A DEBTOR
SED INTERNATIONAL DO BRASIL DISTRIB L
WITNESSES INTERVENING GUARANTOR
INTERVENING GUARANTOR
DEPOSITARY
DEPOSITARY
[address]
<PAGE>
1. Code 0031 Dig. 0 Agency: Praca Panamericana Urb. City/State:
Sao Paulo
2. Name of the Party Financed SED INTERNATIONAL DO BRASIL DISTRIBUIDORA
LTDA plan: 040 Period: 30 days
3. Address: Rua Major Paladino No. 128
4. apt/room/floor
5. Neighborhood: Vila Leopoldina
6. City/State: Sao Paulo
7. zip 05307-000
8. Portfolio: 349
9. Contract 387561 [illegible]
10. Code/Agreement
11. Agency Code Dig. 0
12. Checking Account 106,242 [illegible] 5
13. CNP 002,023,590 branch 0001 [illegible] 01
14. Code
15. [illegible]
16. Amount of the Guarantee 1,742,501.21
17. Code and denomination of the Guarantee: 022 NP
18. Amount of the [illegible] 1,742,501.21
19. Liquid Amount Financed: 1,700.000.00
20. Effective Monthly Rate 2.50
21. Date of Contract Dec. 27, 1999
22. Rate
23. IOF value 2,092.00
24. Amount of Charges: 42,501.21
25. Amount Deducted Beforehand
26. Effective Annual Rate 34.49
Payment Conditions
27. Form of Payment: One payment
28. Number of Payments: 001
29. Amount of Each Payment: 1,742,501.21
30. Due Date of First Payment: Jan. 26, 2000
31. Due Date of Last Payment
32. Amount of Last Payment
33. Alternate Payment Scheme
No.
Amount
Due Date
No.
Amount
Due Date
No.
Amount
Due Date
34. CND No. INSS
Date CND
35. Guarantee Received
36. Total of the Simple Collection Dossier this Date
Notes;
<PAGE>
Parties to this instrument, as Financer, and so hereinafter denominated,
the Banco Bradesco S.A., registered in the CNPJ under No.
60,746,948/0001-12, with headquarters in the City of Deus, Municipality and
District of Osasco, State of Sao Paulo; as the Financed Party: the company
described in fields 2 to 7 and 13 above, hereinafter referred to simply as
Financed; as intervening guarantor(s), so called hereinafter in this
instrument, the person(s) who sign(s) below under that expression. These
parties have agreed with each other that the following is just and
contracted:
1. The Financer opens to the Financed a fixed credit in the liquid value
mentioned in field 19 above, delivering the financial resources to
them that arise from this opening by means of a credit in their
current account referred to in field 12, which the Financed maintains
with the Agency of Banco Bradesco S.A. indicated in field 7 above.
2. By virtue of the present operation the Financed owes the Financer the
following sums:
a) The principal mentioned in field 9 above
b) The charges in the amount cited in field 24 corresponding to the
effective annual rate shown in field 26, calculated on the
principal amount;
c) The tax on Financial Operations (IOF) shown in field 23;
d) The cost related to the fee for the opening of credit indicated
in field 15, in accordance with the maximum amount permitted by
current legislation.
3. The Financed will pay to the Financier the amounts limited in the
above clauses during the periods and under the conditions set
forth below:
a) The amount shown in field 25 that refers to the parcel of
charges, in this act by means of deduction from the amount
that the Financer notes to the credit of the Financed as
provided for in Clause 1 above
b) The amount shown in field 18, through installment payments
indicated in fields 2 to 32 above or in the manners
established in paragraph 2 of Clause 6 and paragraph 2 of
Clause 7.
4. The other rights of the signatory parties are found in Clauses 5
to 11 on the reverse of this page. They are expressly accepted
for all the effects of law.
And being in full agreement with the contract, they sign the present
instrument only on the front side in 3 (three) copies of equal text in
the presence of the witnesses below.
Sao Paulo, December 27, 1999
Place and Date
<PAGE>
1. Code 0031 Dig. 0 Agency: Praca Panamericana Urb. City/State: Sao Paulo
2. Name of the Party Financed SED INTERNATIONAL DO BRASIL DISTRIBUIDORA
LTDA plan: 040 Period: 30 days
3. Address: Rua Major Paladino No. 128
4. Apt/Room/Floor
5. Neighborhood: Vila Leopoldina
6. City/State: Sao Paulo
7. zip 05307-000
8. Portfolio: 349
9. Contract 386070 [illegible]
10. Code/Agreement
11. Agency Code Dig. 0
12. Checking Account 106,242 [illegible] 5
13. CNP 002,023,590 branch 0001 [illegible] 01
14. Activity Code
15. [illegible]
16. Amount of the Guarantee 522,750.36
17. Code and denomination of the Guarantee: 022 NP
18. Amount of the Payoff 522,750.36
19. Liquid Amount Financed: 510.000.00
20. Effective Monthly Rate 2.50
21. Date of Contract Dec. 23, 1999
22. Rate
23. IOF value 627.30
24. Amount of Charges: 12,750.36
25. Amount Deducted Beforehand
26. Effective Annual Rate 34.49
27. Form of Payment: One payment
28. Number of Payments: 001
29. Amount of Each Payment: 522,750.36
30. Due Date of First Payment: Jan. 22, 2000
31. Due Date of Last Payment Jan. 22, 2000
32. Amount of Last Payment 522,750.36
Sao Paulo, December 23, 1999
1. Code 0031 Dig. 0 Agency: Praca Panamericana Urb. City/State: Sao Paulo
2. Name of the Party Financed SED INTERNATIONAL DO BRASIL DISTRIBUIDORA
LTDA plan: 040 Period:
3. Address: Rua Major Paladino No. 128
4. Apt/Room/Floor
5. Neighborhood: Vila Leopoldina
6. City/State: Sao Paulo
7. zip 05307-000
8. Portfolio: 349
9. Contract 388577 [illegible]
10. Code/Agreement
11. Agency Code Dig. 0
12. Checking Account 106,242 [illegible] 5
13. CNP 002,023,590 branch 0001 [illegible] 01
14. Activity Code
15. [illegible]
16. Amount of the Guarantee 1,230,000.85
17. Code and denomination of the Guarantee: 022
18. Amount of the Payoff
19. Liquid Amount Financed: 1,200,000.00
20. Effective Monthly Rate 2.50
21. Date of Contract Dec. 28, 1999
22. Rate
23. IOF value 1,476.00
24. Amount of Charges: 30,000.85
25. Amount Deducted Beforehand
26. Effective Annual Rate 34.49
27. Form of Payment: One payment
28. Number of Payments: 001
29. Amount of Each Payment: 1,230,000.85
30. Due Date of First Payment: Jan. 27, 2000
Sao Paulo, December 28, 1999
<PAGE>
1. Code 0031 Dig. 0 Agency: PRACA PANAMERICANA URB. City/State: Sao Paulo
2. Name of the Party Financed SED INTERNATIONAL DO BRASIL DISTRIBUIDORA
LTDA plan: 040 Period: 30 days
3. Address: Rua Major Paladino No. 128
4. Apt/Room/Floor
5. Neighborhood: Vila Leopoldina
6. City/State: Sao Paulo
7. zip 05307-000
8. Portfolio: 349
9. Contract 386070 [illegible]
10. Code/Agreement
11. Agency Code Dig. 0
12. Checking Account 106,242 [illegible] 5
13. CNP 002,023,590 branch 0001 control: 01
14. Activity Code
15. [illegible]
16. Amount of the Guarantee 451,000.31
17. Code and denomination of the Guarantee: 022 NP
18. Amount of the Payoff
19. Liquid Amount Financed: 440.000.00
20. Effective Monthly Rate 2.50
21. Date of Contract Dec. 29 1999
22. Rate
23. IOF value 541.20
24. Amount of Charges: 11,000.31
25. Amount Deducted Beforehand
26. Effective Annual Rate 34.49
27. Form of Payment: One payment
28. Number of Payments: 001
29. Amount of Each Payment: 440,000.00
30. Due Date of First Payment: Jan. 28 2000
Sao Paulo, December 29 1999
