ESCROW AGREEMENTEscrow Agreement • September 24th, 2010 • Systemax Inc • Retail-catalog & mail-order houses • Georgia
CORPORATE GUARANTY AND NEGATIVE PLEDGE AGREEMENTCorporate Guaranty and Negative Pledge Agreement • September 24th, 2010 • Systemax Inc • Retail-catalog & mail-order houses • Georgia
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce GE Government Finance, Inc., a Delaware corporation (herein, with its participants, successors and assigns, “Bondholder”), at its option, to provide financing to or for the account of the Development Authority of Jefferson, Georgia (“Issuer”) and SYX Distribution Inc. (“Lessee”) or to engage in any other transactions with Lessee and Issuer, the undersigned (“Guarantor”) hereby: (a) absolutely and unconditionally guarantees to Bondholder the full and prompt payment when due, whether at maturity or earlier by reason of acceleration or otherwise in accordance with the terms of the Lease Agreement (as defined below), of any and all present and future debts, liabilities and obligations owed by Lessee or Issuer to Bondholder evidenced by or arising out of the Lease Agreement dated as of September 1, 2010 (the “Lease Agreement”) among Bondholder, Lessee and Issuer, and any and all
LEASE AGREEMENT Among GE GOVERNMENT FINANCE, INC., as Purchaser and initial Bondholder, and DEVELOPMENT AUTHORITY OF JEFFERSON, GEORGIA, as Issuer, and SYX DISTRIBUTION INC., as Lessee Dated as of September 1, 2010Lease Agreement • September 24th, 2010 • Systemax Inc • Retail-catalog & mail-order houses
We have acted as Bond Counsel to SYX Distribution Inc. (“Lessee”), in connection with the issuance and delivery on the date hereof by the Development Authority of Jefferson, Georgia (“Issuer”) to GE Government Finance, Inc. (“Bondholder”) of the bond described above (the “Bond”) and in connection with the Lease Agreement dated as of September 1, 2010 (the “Lease Agreement”) among Bondholder, Lessee and the Issuer the Escrow Agreement of even date therewith (the “Escrow Agreement”) among Bondholder, Issuer, Lessee and Marshall & Ilsley Trust Company, N.A., as escrow agent (“Escrow Agent”), and the Issuer’s Tax Compliance Certificate of even date herewith (the “Tax Compliance Certificate”); the Lease Agreement, the Escrow Agreement and the Tax Compliance Certificate may be referred to herein collectively as the “Agreements”). The Bond is issued in order that the Issuer may acquire equipment (the “Project”) to be located in the City of Jefferson, Georgia (the “City”) to be leased by the I
