TERM LOAN CREDIT AGREEMENT among IMOLA ACQUISITION CORPORATION, as HOLDINGS, IMOLA MERGER CORPORATION, as INITIAL BORROWER (prior to the consummation of the Closing Date Mergers), INGRAM MICRO INC., as ULTIMATE BORROWER (following the consummation of...Term Loan Credit Agreement • September 30th, 2024 • Ingram Micro Holding Corp • Wholesale-computers & peripheral equipment & software
THIS TERM LOAN CREDIT AGREEMENT, dated as of July 2, 2021, among IMOLA ACQUISITION CORPORATION, a Delaware corporation (“Holdings”), IMOLA MERGER CORPORATION, a Delaware corporation (the “Initial Borrower”), following the consummation of the Closing Date Mergers, INGRAM MICRO INC., a Delaware corporation (the “Ultimate Borrower” or “Imola” and, together with the Initial Borrower, the “Borrower”), the Lenders party hereto from time to time and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as the Administrative Agent and the Collateral Agent. All capitalized terms used herein and defined in Section 1 are used herein as therein defined.
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • March 13th, 2024 • Ingram Micro Holding Corp • Wholesale-computers & peripheral equipment & software • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of [•], [•] (the “Effective Date”) by and between Ingram Micro Holding Corporation, a Delaware corporation (the “Company”), and [•] (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement of expenses.
AMENDMENT NO. 3 TO TERM LOAN CREDIT AGREEMENTCredit Agreement • September 30th, 2024 • Ingram Micro Holding Corp • Wholesale-computers & peripheral equipment & software • New York
THIS TERM LOAN CREDIT AGREEMENT, dated as of July 2, 2021, as amended by Amendment No. 1, dated as of June 23, 2023, and as furtheras amended by Amendment No. 2, dated as of September 27, 2023, and as further amended by Amendment No. 3, dated as of September 20, 2024, among IMOLA ACQUISITION CORPORATION, a Delaware corporation (“Holdings”), IMOLA MERGER CORPORATION, a Delaware corporation (the “Initial Borrower”), following the consummation of the Closing Date Mergers, INGRAM MICRO INC., a Delaware corporation (the “Ultimate Borrower” or “Imola” and, together with the Initial Borrower, the “Borrower”), the Lenders party hereto from time to time and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as the Administrative Agent and the Collateral Agent. All capitalized terms used herein and defined in Section 1 are used herein as therein defined.
AMENDMENT NO. 1 TO THE ABL CREDIT AGREEMENTThe Abl Credit Agreement • September 30th, 2024 • Ingram Micro Holding Corp • Wholesale-computers & peripheral equipment & software • New York
AMENDMENT NO. 1 to the ABL CREDIT AGREEMENT, dated as of August 12, 2021 (this “Amendment”), by and among IMOLA ACQUISITION CORPORATION, a Delaware corporation (“Holdings”), INGRAM MICRO INC., a Delaware corporation (the “Lead Borrower”), the other Borrowers party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”);
18,600,000 SHARES INGRAM MICRO HOLDING CORPORATION COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT October 23, 2024Underwriting Agreement • October 25th, 2024 • Ingram Micro Holding Corp • Wholesale-computers & peripheral equipment & software • New York
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • September 30th, 2024 • Ingram Micro Holding Corp • Wholesale-computers & peripheral equipment & software • Delaware
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of [•], 2024, by and between Ingram Micro Holding Corporation, a Delaware corporation (the “Company”), and Imola JV Holdings, L.P., a Delaware limited partnership (“Holdings”).
IMOLA MERGER CORPORATION (to be merged with and into INGRAM MICRO INC.), and the Guarantors from time to time party hereto $2,000,000,000 4.750% SENIOR SECURED NOTES DUE 2029 INDENTURE Dated as of April 22, 2021 THE BANK OF NEW YORK MELLON TRUST...Imola Merger Corporation • September 30th, 2024 • Ingram Micro Holding Corp • Wholesale-computers & peripheral equipment & software • New York
Upon consummation of the acquisition (the “Acquisition”) by the Initial Issuer of GCL Investment Management, Inc., a Delaware corporation (“Ingram Topco”) and an indirect parent of Ingram Micro Inc., a Delaware corporation (the “Ultimate Issuer”), and its Subsidiaries pursuant to that certain Agreement and Plan of Merger (including the schedules, exhibits and disclosure letters thereto), dated as of December 9, 2020, by and among Ingram Topco, the Ultimate Issuer, Imola Acquisition Corporation, a Delaware corporation and direct parent of the Initial Issuer (“Parent”), Initial Issuer, Tianjin Tianhai Logistics Investment Management Co., Ltd., a company organized under the laws of the PRC and HNA Technology Company, Ltd., a joint stock company existing under the laws of the PRC (as amended, restated, supplemented or otherwise modified from time to time, the “Acquisition Agreement”), the Initial Issuer will merge with and into Ingram Topco. Substantially concurrently with the consummation
THIRD AMENDED AND RESTATED TRANSITION AGREEMENTTransition Agreement • March 13th, 2024 • Ingram Micro Holding Corp • Wholesale-computers & peripheral equipment & software • California
This Third Amended and Restated Transition Agreement (this “Agreement”) is made by and between Alain Monie (“Executive”) and Ingram Micro Inc., a Delaware corporation (the “Company”) (collectively, referred to herein as the “Parties” or individually referred herein to as a “Party”), effective as of December 30, 2023 (the “Effective Date”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings set forth in Exhibit A.
ContractFirst Supplemental Indenture • September 30th, 2024 • Ingram Micro Holding Corp • Wholesale-computers & peripheral equipment & software
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 2, 2021, among (i) each of the Guaranteeing Subsidiaries listed on the signature pages hereto (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), each a subsidiary of Ingram Micro Inc., a Delaware corporation (as successor by merger to Imola Merger Corporation, a Delaware corporation) (the “Issuer”), (ii) Imola Acquisition Corporation, a Delaware corporation the “Guaranteeing Parent”) the direct parent of the Issuer, (iii) the Issuer and (iv) The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Notes Collateral Agent”) under the Indenture referred to below.
PREAMBLE ARTICLE 1 – GENERAL 1.1 Plan 1.2 Effective Dates 1.3 Amounts Not Subject to Code Section 409A ARTICLE 2 – DEFINITIONS 2.1 Account 2.2 Administrator 2.3 Adoption Agreement 2.4 Beneficiary 2.5 Board or Board of Directors 2.6 Bonus 2.7 Change in...Ingram Micro Holding Corp • September 30th, 2024 • Wholesale-computers & peripheral equipment & software
The Plan is intended to be a “plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended. The Plan is further intended to conform with the requirements of Internal Revenue Code Section 409A and the final regulations issued thereunder and shall be implemented and administered in a manner consistent therewith.
AMENDED AND RESTATED TRANSITION AGREEMENTTransition Agreement • March 9th, 2023 • Ingram Micro Holding Corp • Wholesale-computers & peripheral equipment & software • California
This Amended and Restated Transition Agreement (this “Agreement”) is made by and between Alain Monie (“Executive”) and Ingram Micro Inc., a Delaware corporation (the “Company”) (collectively, referred to herein as the “Parties” or individually referred herein to as a “Party”), effective as of June 24, 2022 (the “Effective Date”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings set forth in Exhibit A.
•] SHARES INGRAM MICRO HOLDING CORPORATION COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • October 15th, 2024 • Ingram Micro Holding Corp • Wholesale-computers & peripheral equipment & software • New York
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • October 25th, 2024 • Ingram Micro Holding Corp • Wholesale-computers & peripheral equipment & software • Delaware
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of October 23, 2024, by and between Ingram Micro Holding Corporation, a Delaware corporation (the “Company”), and Imola JV Holdings, L.P., a Delaware limited partnership (“Holdings”).
SEPARATION AND TRANSITION SERVICES AGREEMENTSeparation and Transition Services Agreement • March 9th, 2023 • Ingram Micro Holding Corp • Wholesale-computers & peripheral equipment & software • California
THIS SEPARATION AND TRANSITION SERVICES AGREEMENT (“Agreement”), effective January 12, 2022 (the “Effective Date”), is entered into by and between Nimesh Dave (“Executive”) and INGRAM MICRO INC., a Delaware corporation (“IMI” and together with Executive, the “Parties”).
