GUARANTYGuaranty • July 6th, 2004 • Memec Inc • Wholesale-electronic parts & equipment, nec • New York
GUARANTY dated as of October 16, 2000 by SPIRETRAIL LIMITED, a company organized under the laws of England and Wales (“MidCo1”), each of the entities listed on the signature pages hereof which are direct or indirect Subsidiaries of MidCo1 or which becomes a party hereto pursuant to Section 22 hereof (each a “Subsidiary Guarantor”; and, together with MidCo1, collectively, the “Guarantors” and individually a “Guarantor”), in favor of the Collateral Agent, each Lender, each Issuer and each other holder of an Obligation (as each such term is defined in the Credit Agreement referred to below) (each, a “Guarantied Party” and, collectively the “Guarantied Parties”).
REGISTRATION RIGHTS AGREEMENT by and among MEMEC, INC., THE INVESTORS (AS DEFINED HEREIN), and THE EXISTING STOCKHOLDERS (AS DEFINED HEREIN) OF MEMEC, INC. Dated as of April , 2004Registration Rights Agreement • July 6th, 2004 • Memec Inc • Wholesale-electronic parts & equipment, nec • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of April , 2004, by and among Memec, Inc., a Delaware corporation (the “Company”), Permira Europe II Nominees Limited (“Permira Europe”), Permira UK Venture IV Nominees Limited (“Permira UK”), Schroder Ventures US Fund LP I (“SV I”), Schroder Ventures US Fund Fund LP II (“SV II”), DB Industrial Holdings Beteiligungs AG & Co KG (“DB”) and each of the stockholders of the Company executing one of the signature pages attached hereto (the “Existing Stockholders”). Permira Europe and Permira UK and their permitted assignees are sometimes collectively referred to herein as the “Permira Parties”; SV I and SV II and their permitted assignees are sometimes collectively referred to herein as the “Schroder Parties”; and the Permira Parties, the Schroder Parties and DB are sometimes collectively referred to herein as the “Investors”.
BARCLAYS BANK PLC 5 The North Colonnade Canary Wharf London E14 4BB J.P. MORGAN EUROPE LIMITED 125 London Wall London, England EC2Y 5AJIntercreditor Agreement • July 6th, 2004 • Memec Inc • Wholesale-electronic parts & equipment, nec
Amended and Restated Credit Agreement dated October 16, 2000 (as amended from time to time, and as amended and restated as of May 5, 2004) among, inter alios, Memec Group Limited, Memec Europe Limited (by way of accession) and Memec France SAS (by way of accession), as the Borrowers, J.P. Morgan Europe Limited as the Senior A Facility Agent, Barclays Bank PLC as the Senior B Facility Agent, JPMorgan Chase Bank, as the Collateral Agent and the banks and financial institutions party thereto as Lenders and Issuers (the “Credit Agreement”).
