0000950123-23-002919 Sample Contracts

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...
Indenture • March 9th, 2023 • 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

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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 • March 9th, 2023 • 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.

INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • March 9th, 2023 • Ingram Micro Holding Corp • Wholesale-computers & peripheral equipment & software • Delaware

THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of [•], 2023, by and between Ingram Micro Holding Corporation, a Delaware corporation (the “Company”), and Imola JV Holdings, L.P., a Delaware limited partnership (“Holdings”).

AMENDMENT NO. 1 TO THE ABL CREDIT AGREEMENT
Abl Credit Agreement • March 9th, 2023 • 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”);

Contract
Supplemental Indenture • March 9th, 2023 • 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.

AMENDED AND RESTATED TRANSITION AGREEMENT
Transition 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.

SEPARATION AND TRANSITION SERVICES AGREEMENT
Separation 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”).

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