demand, notice or legal process of
any kind, be declared, and immediately shall become, due and payable.
Exhibit 1.1(b)(ii) - 1
Time is of the essence of this Note. Demand, presentment, protest and notice of
nonpayment and protest are hereby waived by the Borrower.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE.
SYNNEX CORPORATION, a Delaware corporation By:
Name:
Title:
Exhibit 1.1(b)(ii) - 2
EXHIBIT 1.4(d)
to
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of November 12, 2010
FORM OF NOTICE OF CONVERSION/CONTINUATION
Reference is made to that certain Fourth Amended and Restated Credit Agreement
dated as of November 12, 2010 by and among Synnex Corporation (the "Borrower"),
Bank of America, N.A., as Agent ("Agent"), and the Lenders from time to time
signatory thereto (including all annexes, exhibits or schedules thereto, and as
from time to time amended, restated, supplemented or otherwise modified, the
"Credit Agreement"). Capitalized terms used herein without definition are so
used as defined in the Credit Agreement.
The Borrower hereby gives irrevocable notice, pursuant to Section 1.4(d) of the
Credit Agreement, of its request to:
(c) on [
date
] convert $[
]of the aggregate outstanding principal
amount of the Revolving Credit Loan, bearing interest at the [Base] [LIBOR]
Rate, into [a LIBOR Loan, having a LIBOR Period of [
] month(s)] [a Base
Rate Loan];
(d) [on [
date
] continue $[
]of the aggregate outstanding
principal amount of the Revolving Credit Loan, bearing interest at the LIBOR
Rate, as a LIBOR Loan having a LIBOR Period of [
] month(s)].2
The Borrower hereby represents and warrants that all of the conditions contained
in Section 2.2 of the Credit Agreement have been satisfied on and as of the date
hereof, and will continue to be satisfied on and as of the date of the
conversion/continuation requested hereby, before and after giving effect
thereto.
IN WITNESS WHEREOF, the Borrower has caused 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
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of November 12, 2010
PROJECTIONS
[ATTACHED]
Exhibit 3.4 - 1
EXHIBIT 9.1(a)
to
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of November 12, 2010
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