

[Federal Register: December 1, 2006 (Volume 71, Number 231)]
[Notices]               
[Page 69603-69604]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr01de06-121]                         

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SECURITIES AND EXCHANGE COMMISSION

[File No. 22-28824]

 
Application and Opportunity for Hearing: Software Brokers of 
America, Inc.

November 27, 2006.
    The Securities and Exchange Commission gives notice that Software 
Brokers of America, Inc. has filed an application under Section 304(d) 
of the Trust Indenture Act of 1939. Software Brokers of America asks 
the Commission to exempt from the certificate or opinion delivery 
requirements of Section 314(d) of the 1939 Act certain provisions of an 
indenture dated August 25, 2005, as supplemented by an indenture dated 
October 31, 2006, between Intcomex, Inc., Software Brokers of America, 
Intcomex Holdings, LLC, Intcomex Holdings SPC-I, LLC, and The Bank of 
New York, as trustee. The indenture relates to 11\3/4\% Second Priority 
Senior Secured Notes due 2011.
    Section 304(d) of the 1939 Act, in part, authorizes the Commission 
to exempt conditionally or unconditionally any indenture from one or 
more provisions of the 1939 Act. The Commission may provide an 
exemption under Section 304(d) if it finds that the exemption is 
necessary or appropriate in the public interest and consistent with the 
protection of investors and the purposes fairly intended by the 1939 
Act.
    Section 314(d) requires the obligor to furnish to the indenture 
trustee certificates or opinions of fair value from an engineer, 
appraiser or other expert upon any release of collateral from the lien 
of the indenture. The engineer, appraiser or other expert must opine 
that the proposed release will not impair the security under the 
indenture in contravention of the provisions of the indenture. The 
application requests an exemption from Section 314(d) for specified 
dispositions of collateral that are made in Software Brokers of 
America's ordinary course of business.
    In its application, Software Brokers of America alleges that:
    1. The indenture permits Software Brokers of America to dispose of 
collateral in the ordinary course of its business;
    2. Intcomex will deliver to the trustee annual consolidated 
financial statements audited by certified independent accountants; and
    3. Software Brokers of America will deliver to the trustee a semi-
annual certificate stating that all dispositions of collateral during 
the relevant six-month period occurred in Software Brokers of America's 
ordinary course of business and that all of the proceeds were used as 
permitted by the indenture.
    Any interested persons should look to the application for a more 
detailed statement of the asserted matters of fact and law. The 
application is on file in the Commission's Public Reference Section, 
File Number 22-28824, 100 F Street, NE., Washington, DC 20549.
    The Commission also gives notice that any interested persons may 
request, in writing, that a hearing be held on this matter. Interested 
persons must submit those requests to the Commission no later than 
December 27, 2006. Interested persons must include the following in 
their request for a hearing on this matter:

--The nature of that person's interest;
--the reasons for the request; and
--the issues of law or fact raised by the application that the 
interested person desires to refute or request a hearing on.

    The interested person should address this request for a hearing to: 
Nancy M. Morris, Secretary, Securities and Exchange Commission, 100 F 
Street, NE., Washington, DC 20549-1090. At

[[Page 69604]]

any time after December 27, 2006, the Commission may issue an order 
granting the application, unless the Commission orders a hearing.

    For the Commission, by the Division of Corporation Finance, 
pursuant to delegated authority.
Nancy M. Morris,
Secretary.
 [FR Doc. E6-20310 Filed 11-30-06; 8:45 am]

BILLING CODE 8011-01-P
