IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF,
UNDER, OR IN CONNECTION WITH, THIS GUARANTY OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE LENDER PARTIES
OR THE GUARANTORS.
THE GUARANTOR ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED
FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION
OF THIS GUARANTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE
LENDER PARTIES ENTERING INTO THE CREDIT AGREEMENT AND MAKING CREDIT EXTENSIONS
THEREUNDER.
8
SECTION 10.
Acknowledgment and Agreement of Other Guarantors.
By
executing the acknowledgment to this Guaranty each of the other Group Guarantors
agrees to be fully bound by the terms of Section 5.
[REMAINDER OF PAGE INTENTIONALLY BLANK.
SIGNATURE PAGE(S) TO FOLLOW.]
9
IN WITNESS WHEREOF, each undersigned corporation has caused this Guaranty to be
executed on its respective behalf as of the date above written by one of its
officers duly authorized thereunto.
[NAME OF ADDITIONAL GUARANTOR]
[ADDRESS FOR NOTICES]
By:
Name:
Title:
ACKNOWLEDGED AND AGREED TO THE TERMS OF SECTION 5:
INGRAM MICRO INC., a corporation organized and existing under the laws of the
State of Delaware, United States of America
[NAME OF OTHER GUARANTOR], a __________ organized and existing under the laws of
__________
By
By
Name:
Title:
Name:
Title:
[INSERT BLOCKS FOR ANY ADDITIONAL GUARANTORS.]
10
EXHIBIT J
LENDER ASSIGNMENT AGREEMENT
This Assignment and Assumption (the "Assignment and Assumption") is dated as of
the Effective Date set forth below and is entered into by and between
[the][each]1 Assignor identified in item 1 below ([the][each, an] "Assignor")
and [the][each]2 Assignee identified in item 2 below ([the][each, an]
"Assignee").
[It is understood and agreed that the rights and obligations of
[the Assignors][the Assignees]3 hereunder are several and not
joint.]4
Capitalized terms used but not defined herein shall have the meanings
given to them in the Credit Agreement identified below (as amended, the "Credit
Agreement"), receipt of a copy of which is hereby acknowledged by [the][each]
Assignee.
The Standard Terms and Conditions set forth in Annex 1 attached
hereto are hereby agreed to and incorporated herein by reference and made a part
of this Assignment and Assumption as if set forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor's][the
respective Assignors'] rights and obligations in [its capacity as a
Lender][their respective capacities as Lenders] under the Credit Agreement and
any other documents or instruments delivered pursuant thereto to the extent
related to the amount and percentage interest identified below of all of such
outstanding rights and obligations of [the Assignor][the respective Assignors]
under the respective facilities identified below (including without limitation
any letters of