this Notice of
Conversion/Continuation be executed and delivered by its duly authorized officer
as of the date first set forth above.
SYNNEX CORPORATION,
a Delaware corporation
By:
Name:
Title:
2
Include clause (a) and/or clause (b), as appropriate.
Exhibit 1.4(d)-1
EXHIBIT 3.4
to
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of January 23, 2009
PROJECTIONS
Exhibit 3.4-1
EXHIBIT 9.1(a)
to
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of January 23, 2009
FORM OF ASSIGNMENT AGREEMENT
This Assignment Agreement (this "Agreement") is made as of
,
by and between
(the
"Assignor Lender") and
(the "Assignee Lender") and
acknowledged and consented to by BANK OF AMERICA, N.A., as agent (the "Agent").
All capitalized terms used in this Agreement and not otherwise defined herein
will have the respective meanings set forth in the Credit Agreement as
hereinafter defined.
RECITALS:
WHEREAS, Synnex Corporation, a Delaware corporation (the "Borrower"), the Agent,
the Assignor Lender and the other Persons signatory thereto as Lenders have
entered into that certain Third Amended and Restated Credit Agreement dated as
of January 23, 2009 (as amended, restated, supplemented or otherwise modified
from time to time, the "Credit Agreement") pursuant to which the Assignor Lender
has agreed to provide certain financial accommodations to the Borrower;
WHEREAS, the Assignor Lender desires to assign to the Assignee Lender [all/a
portion] of its interest in the Revolving Credit Loan (as described below) and
the Collateral and to delegate to the Assignee Lender [all/a portion] of its
Commitments and other duties with respect to such Revolving Credit Loan and such
Collateral;
WHEREAS, the Assignee Lender desires to become a Lender under the Credit
Agreement and to accept such assignment and delegation from the Assignor Lender;
and
WHEREAS, the Assignee Lender desires to appoint the Agent to serve as agent for
the Assignee Lender under the Credit Agreement.
NOW, THEREFORE, in consideration of the premises and the agreements, provisions,
and covenants herein contained, the Assignor Lender and the Assignee Lender
agree as follows:
1. ASSIGNMENT, DELEGATION, AND ACCEPTANCE
1.1 Assignment. The Assignor Lender hereby transfers and assigns to the Assignee
Lender, without recourse and without representations or warranties of any kind
(except as set forth in Section 3.2), [all/such percentage] of the Assignor
Lender's right, title, and interest in the Revolving Credit Loan, Loan Documents
and Collateral as will result in the Assignee Lender having as of the Effective
Date (as hereinafter defined) a Pro Rata Share thereof, as follows:
Exhibit 9.1(a)-1
Principal Amount
Pro Rata Share
Assignee Lender's Revolving Credit Loan
$
%
1.2 Delegation. The Assignor Lender hereby irrevocably assigns and delegates to
the Assignee Lender [all/a portion] of its Commitments and its other duties and
obligations as a Lender under the Loan Documents equivalent to [100%/
%] of
the Assignor Lender's Revolving Credit Commitment (such percentage representing
a commitment of $
).
1.3 Acceptance by Assignee Lender. By its execution of this Agreement, the
Assignee Lender irrevocably purchases, assumes and accepts such assignment and
delegation and agrees to