Unassociated Document


    SUBORDINATION
      AGREEMENT

     

    This
      Subordination Agreement (this “Agreement”) is hereby made as of this 30th
      day of November, 2007, by and between Ingram Micro Inc. (“Creditor”) with
      a place of business located at 1759 Wherle Drive, Williamsville, New York 14221
      and LV Administrative Services, Inc., as agent for the Lenders (as defined
      below) (“Agent”) with a place of business at 335 Madison Avenue, 10th
      Floor, New York,
      New York 10017.

     

    RECITAL

     

    IP
      Global
      Voice, Inc., a Delaware corporation (“IP Global”), entered into that
      certain Security Agreement dated as of August 31, 2005 (as in effect on the
      date
      hereof, the “Ingram Security Agreement”) in favor of the Creditor
      pursuant to which IP Global granted to Creditor a security interest in all
      or
      substantially all its assets to secure its obligations to the
      Creditor.

     

    IP
      Global
      and certain of its affiliates wish to obtain financing pursuant to that certain
      Security Agreement dated as of the date hereof (as amended, supplemented,
      modified or restated from time to time, the “Security Agreement”) by and
      among IP Global, various affiliates of IP Global, the lenders from time to
      time
      party thereto (the “Lenders”) and Agent (the Agent and the Lenders
      together, the “Senior Creditors”) and the Ancillary Agreements (as
      defined in the Security Agreement).  In connection therewith, IP
      Global and its affiliates have granted Agent, for the ratable benefit of the
      Senior Creditors, a security interest in all or substantially all its assets
      to
      secure their obligations to the Senior Creditors under the Security Agreement
      and the Ancillary Agreements (as defined in the Security
      Agreement).

     

    The
      Lenders have agreed to provide such financing on the condition that Creditor
      subordinates to Agent all security interests which Creditor may presently have
      or may hereafter acquire in and to IP Global’s assets.  Creditor is
      willing to subordinate its security interests in accordance with the terms
      of
      this Agreement.

     

    NOW,
      THEREFORE, in order to induce Lenders to extend such financing to, among others,
      IP Global, and for the other good and valuable consideration, the receipt and
      sufficiently of which are hereby acknowledged, Creditor agrees as
      follows:

     

    1.  Creditor
      unconditionally subordinates to Senior Creditors any and all security interests
      which Creditor may presently have or which it may hereafter acquire to any
      and
      all security interest which Senior Creditors may presently have or which they
      may hereafter acquire, in each case, in and to all of IP Global’s now owned and
      hereafter acquired assets, including, without limitation, inventory, equipment,
      fixtures, accounts, contract rights, chattel paper, security agreements,
      instruments, deposit accounts, reserves, documents, and general intangibles
      and
      all proceeds therefrom (collectively, the “Collateral”).

     

    2.  This
      Agreement shall constitute a continuing agreement of subordination, and Lenders
      may provide financing to, among others, IP Global on the basis of this
      Agreement.  The priority granted to Senior Creditors hereunder is
      enforceable regardless of the time or order of attachment or perfection of
      security interests or any previous agreement entered into between the parties
      hereto.

     

    3.  All
      proceeds of the Collateral received by Creditor in violation of the terms of
      this Agreement shall be forthwith paid over, in the funds and currency received,
      to the Agent for application to the Senior Liabilities (as defined below) until
      the Senior Liabilities have been paid in full in cash and the Security Agreement
      and Ancillary Agreements have been terminated (“Paid in
      Full”).  Any proceeds of Collateral that may be received by
      Creditor in violation of the terms of this Agreement prior to the Senior
      Liabilities having been Paid in Full shall be segregated and held in trust
      and
      promptly paid over to the Agent, for the benefit of the Senior Creditors, in
      the
      same form as received, with any necessary endorsements, and Creditor hereby
      authorizes the Agent to make any such endorsements as agent for the Creditor
      (which authorization, being coupled with an interest, is
      irrevocable).  Any proceeds of Collateral that may be received by any
      Senior Creditor after the Senior Liabilities have been paid in full shall be
      segregated and held in trust and promptly paid over to the Creditor, in the
      same
      form as received, with any necessary endorsements, and Senior Creditors hereby
      authorize the Creditor to make any such endorsements as agent for the Senior
      Creditors (which authorization, being coupled with an interest, is
      irrevocable).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    4.  (a)  Until
      the Senior Liabilities (as defined below) have been Paid in Full, the Creditor
      shall not take any Enforcement Action (as defined below) with respect to the
      Junior Liabilities (as defined below); provided, however, the
      Creditor may take any Enforcement Action following the passage of sixty (60)
      days (the “Standstill Period”) from the date the Agent shall have
      received a written notice from the Creditor of the occurrence of an Event of
      Default (as defined in the Ingram Security Agreement) (other than an Event
      of
      Default under Section 7(a)(ix) of the Ingram Security Agreement) which notice
      describes such Event of Default.  Notwithstanding anything herein to
      the contrary, without the express written consent of the Senior Creditors,
      in no
      event shall the Creditor exercise any rights or remedies against IP Global
      or
      against the Collateral if, notwithstanding the expiration of any Standstill
      Period, the Senior Creditors commenced the exercise of their rights and remedies
      during such Standstill Period and continue to diligently pursue the exercise
      of
      such rights or remedies following the expiration of such Standstill
      Period.

     

    (b)  All
      Enforcement Actions taken by the Creditor hereunder shall at all times be and
      remain subject to the terms of this Agreement and any and all payments and
      collections received by the Creditor in respect of the Junior Liabilities
      pursuant to any Enforcement Action shall be paid over to the Agent for
      application to the payment in full of the Senior Liabilities (whether or not
      then due) in such order and manner as the Agent shall determine until all Senior
      Liabilities have been Paid in Full.

     

    (c)  As
      used
      herein, the following terms shall have the meanings set forth
      below:

     

    (i)  “Enforcement
      Action” shall mean (i) any action by the Creditor to foreclose on its
      security interest in any Collateral, (ii) any action by the Creditor to take
      possession of, or sell or otherwise realize upon, or to exercise any other
      rights or remedies with respect to, any Collateral, (iii) the taking of any
      other actions by the Creditor to collect or enforce all or any part of the
      Junior Liabilities or any claims in respect thereof (A) against IP Global or
      (B)
      any of its property or assets, including the taking of control or possession
      of,
      or the exercise of any right of setoff with respect to, any property or assets
      of IP Global or the sale or other disposition of any interest in such property
      or assets and/or (iv) the commencement by the Creditor of any legal proceedings
      or actions against or with respect to (A) IP Global or (B) any of its property
      or assets or any Collateral to facilitate the actions described in clauses
      (i),
      (ii) and (iii) above;

     

    (ii)  “Junior
      Liabilities” shall mean any and all obligations (whether monetary or
      otherwise) of IP Global and/or any of its affiliates to Creditor (in each case
      including any interest, fees or penalties related thereto), howsoever created,
      arising or evidenced, whether direct or indirect, absolute or contingent or
      now
      or hereafter existing, or due or to become due; and

     

    (iii)  “Senior
      Liabilities” shall mean all obligations of IP Global and/or any of its
      affiliates to the Senior Creditors under the Senior Security Agreements (as
      defined in Section 5 hereof), howsoever created, arising or evidenced, whether
      direct or indirect, absolute or contingent or now or hereafter existing, or
      due
      or to become due (including, without limitation, any and all interest, fees
      and
      penalties accruing on any of the obligations after the commencement of any
      bankruptcy, insolvency, reorganization or other similar
      proceeding).

     

    5.  The
      Creditor hereby waives the right, if any, to require that any Senior Creditor
      marshal or otherwise proceed to dispose of or foreclose upon Collateral in
      any
      particular manner or order.  Subject to Section 4 hereof, the Agent,
      on behalf of the Lenders, shall have the exclusive right to manage, perform
      and
      enforce the underlying terms of the Security Agreement and each other document,
      instrument and agreement executed from time to time in connection therewith
      (collectively, the “Senior Security Agreements”) relating to the assets
      of IP Global and to exercise and enforce rights and remedies
      thereunder.  The Creditor agrees not to attempt to prevent or hinder
      any action taken by the Agent, on behalf of the Lenders, in connection with
      the
      Agent’s enforcement of rights and remedies under the Security Agreements;
      provided, however, the foregoing provisions of this Section 5 shall not
      constitute a waiver of any of Creditor’s rights to contest such action on the
      basis of such action not being commercially reasonable or in violation of any
      applicable law.  Subject to Section 4 hereof, only the Senior
      Creditors shall have the right to restrict, permit, approve or disapprove the
      sale, transfer or other disposition of the assets of IP Global.  As
      between the Agent and the Creditor, the terms of this Agreement shall govern
      even if all or part of the liens securing the Senior Liabilities (as defined
      below) are avoided, disallowed, set aside or otherwise invalidated.

     

    
      
         

      

      
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    6.  The
      Agent, on behalf of the Lenders, may, from time to time, and without notice
      to
      the Creditor, take any or all of the following actions:  (a) retain or
      obtain a security interest in any property to secure any of the Senior
      Liabilities; (b) retain or obtain the primary or secondary obligation of any
      other obligor or obligors with respect to any of the Senior Liabilities; (c)
      extend or renew for one or more periods (whether or not longer than the original
      period), alter, increase or exchange any of the Senior Liabilities, or release
      or compromise any obligation of any nature of any obligor with respect to any
      of
      the Senior Liabilities; and (d) release its security interest in, or surrender,
      release or permit any substitution or exchange for, all or any part of any
      property securing any of the Senior Liabilities, or extend or renew for one
      or
      more periods (whether or not longer than the original period) or release,
      compromise, alter or exchange any obligations of any nature of any obligor
      with
      respect to any such property.

     

    7.  The
      Senior Creditors may, from time to time, whether before or after any
      discontinuance of this Agreement, without notice to the Creditor, assign or
      transfer any or all of the Senior Liabilities or any interest in the Senior
      Liabilities; and, notwithstanding any such assignment or transfer or any
      subsequent assignment or transfer of the Senior Liabilities, such Senior
      Liabilities shall be and remain Senior Liabilities for the purposes of this
      Agreement, and every immediate and successive assignee or transferee of any
      of
      the Senior Liabilities or of any interest in the Senior Liabilities shall,
      to
      the extent of the interest of such assignee or transferee in the Senior
      Liabilities, be entitled to the benefits of this Agreement to the same extent
      as
      if such assignee or transferee were a Senior Creditor, as applicable; provided,
      however, that, unless the Senior Creditor that is the assignor and/or transferor
      shall otherwise consent in writing, such Senior Creditor shall have an
      unimpaired right, prior and superior to that of any such assignee or transferee,
      to enforce this Agreement, for the benefit of such Senior Creditor, as to those
      of the Senior Liabilities which such Senior Creditor has not assigned or
      transferred.

     

    8.  The
      Senior Creditors shall not be prejudiced in their rights under this Agreement
      by
      any act or failure to act of the Creditor, or any noncompliance of the Creditor
      with any agreement or obligation, regardless of any knowledge thereof which
      any
      Senior Creditor may have or with which any Senior Creditor may be charged;
      and
      no action of any Senior Creditor permitted under this Agreement shall in any
      way
      affect or impair the rights of the Senior Creditors and the obligations of
      the
      Creditor under this Agreement.

     

    9.  No
      delay
      on the part of any Senior Creditor in the exercise of any right or remedy shall
      operate as a waiver of such right or remedy, and no single or partial exercise
      by any Senior Creditor of any right or remedy shall preclude other or further
      exercise of such right or remedy or the exercise of any other right or remedy;
      nor shall any modification or waiver of any of the provisions of this Agreement
      be binding upon any Senior Creditor except as expressly set forth in a writing
      duly signed and delivered on behalf of the Senior Creditors.  For the
      purposes of this Agreement, Senior Liabilities shall have the meaning set forth
      in Section 4 above, notwithstanding any right or power of the Creditor or anyone
      else to assert any claim or defense as to the invalidity or unenforceability
      of
      any such obligation, and no such claim or defense shall affect or impair the
      agreements and obligations of the Creditor under this Agreement.

     

    10.  This
      Agreement shall continue in full force and effect after the filing of any
      petition by or against IP Global under the United States Bankruptcy Code and
      all
      converted or succeeding cases in respect thereof.  All references
      herein to IP Global shall be deemed to apply to IP Global as
      debtor-in-possession and to a trustee for IP Global.

     

    11.  This
      Agreement shall be binding on, and shall inure to the benefit of, the respective
      successors and assigns of the Senior Creditors and Creditor.  Creditor
      hereby represents and warrants to Agent that Creditor has not heretofore
      assigned, transferred, subordinated or terminated any of Creditor’s security
      interests in or to any of the Collateral subordinated to Agent pursuant to
      the
      terms of this Agreement.  This Agreement is not intended, nor shall it
      be deemed, to directly or indirectly benefit any person or entity which is
      not a
      party hereto.

     

    12.  Except
      as
      otherwise stated herein, all notices, responses, requests and documents will
      be
      sufficiently given or served if mailed or delivered: (i) to Agent, c/o Valens
      Management, LLC at 335 Madison Avenue, 10th Floor,
      New York,
      New York 10017; and (ii) to Creditor at 1759 Wherle Drive, Williamsville, New
      York 14221-7887, Attention: Legal Department; or such other address as the
      parties may specify from time to time in writing.

     

    13.  The
      failure of either party to exercise any rights granted hereunder shall not
      operate as a waiver of any of those rights.  THE LAWS OF THE STATE OF
      NEW YORK WILL GOVERN THIS AGREEMENT AND ALL TRANSACTIONS HEREUNDER AS TO
      INTERPRETATION, ENFORCEMENT, VALIDITY, CONSTRUCTION, EFFECT AND IN ALL OTHER
      RESPECTS.  EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY SUCH
      PROCEEDING.  EACH PARTY AGREES TO SUBMIT TO THE JURISDICTION OF THE
      COURTS OF NEW YORK AND AGREES THAT ALL LEGAL PROCEEDINGS WILL BE TRIED IN A
      COURT OF COMPETENT JURISDICTION IN NEW YORK BY A JUDGE WITHOUT
      JURY.

     

    14.  Nothing
      in this Agreement, express or implied, shall impair in any way or hinder the
      enforcement of any rights Creditor has or may have against any guarantor of
      the
      Junior Liabilities.

     

    
      
         

      

      
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    [Signature
      Page to Follow]

    


     

    IN
      WITNESS WHEREOF, the duly authorized representatives of Creditor and Agent
      have
      executed this Subordination Agreement on the date set forth above.

     

     

     

     

    
      	 	INGRAM
              MICRO INC	 
	 	 	 	 
	
              Date

            	
              By:
                

            	/s/
              Chris Sweeney	 
	 	 	Name: Chris
              Sweeney	 
	 	 	Title: Director
              of Credit	 
	 	 	 	 


    

     

     

    
      	 	LV ADMINISTRATIVE
              SERVICES, INC.,	 
	 	 	 	 
	
              Date

            	
              By:
                

            	/s/
              Scott Bluestein	 
	 	 	Name:
              Scott Bluestein	 
	 	 	Title:
              Authorized Signatory	 
	 	 	 	 


    

     

    
      	 	Acknowledged
              and Agreed to by	 
	 	 	 
	 	IP
              GLOBAL VOICE, INC.	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Peter
              R. Geddis	 
	 	 	Name: Peter
              R. Geddis	 
	 	 	Title: CEO	 
	 	 	 	 


    

     

     

    
      
         

      

      
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