INDEMNIFICATION AGREEMENTIndemnification Agreement • June 9th, 2004 • Memec Inc • Wholesale-electronic parts & equipment, nec • Delaware
WHEREAS, Corporation and Indemnitee recognize the continued difficulty in obtaining liability insurance for corporate directors, officers, agents, employees and fiduciaries, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance; and
Commercial LeaseMemec Inc • June 9th, 2004 • Wholesale-electronic parts & equipment, nec
TENANCY AGREEMENTTenancy Agreement • June 9th, 2004 • Memec Inc • Wholesale-electronic parts & equipment, nec • Hong Kong
BETWEEN the Landlord and the Tenant whose names and addresses and descriptions are set forth in the First Part of the First Schedule hereto.
April 29, 2004 Memec, Inc. San Diego, CA 92130 Ladies and Gentlemen:Memec Inc • June 9th, 2004 • Wholesale-electronic parts & equipment, nec
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”).
Two Thousand andAn Agreement • June 9th, 2004 • Memec Inc • Wholesale-electronic parts & equipment, nec
BETWEEN RAINFORCE LIMITED and DONORA COMPANY LIMITED whose registered offices are both situate at Sun Hung Kai Centre, 45th Floor, Harbour Road, Hong Kong (hereinafter called “the Landlord”) of the one part and MEMEC (ASIA PACIFIC) LIMITED [Chinese Characters] whose registered office is situate at Unit 3601-3602 & 3607-3625, Metroplaza, Tower I, 223 Hing Fong Road, Kwai Chung, New Territories, Hong Kong (hereinafter called “the Tenant”) of the other part
KILROY CENTRE DEL MAR OFFICE LEASEOffice Lease • May 3rd, 2004 • Memec Inc • California
THIS SHORT FORM OF MEMORANDUM OF LEASE is entered into as of the 23rd day of September, 2002, by and between KILROY REALTY, L.P., a Delaware limited partnership (“Landlord”), and MEMEC, LLC, a Delaware limited liability company (“Tenant”), who agree as follows.
AMENDMENT NO. 2 TO LEASEMemec Inc • May 3rd, 2004
THIS AMENDMENT NO. 1 TO LEASE (“Amendment No. 2”) is dated for reference purposes only October 11, 2000, and is made by and between KILROY REALTY, L.P., a Delaware Limited Partnership, KILROY REALTY CORPORATION, a Maryland Corporation, General Partner (“Landlord”), MEMEC, LLC, a Delaware Limited Liability Company (“Tenant”), with reference to the following facts and objectives:
US$300,000,000 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 16, 2000 as amended as of October 31, 2000, December 31, 2000, October 31, 2001, May 20, 2003 and December 17, 2003, and as amended and restated as of May 5, 2004 among MEMEC...Credit Agreement • June 9th, 2004 • Memec Inc • Wholesale-electronic parts & equipment, nec • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 16, 2000 (the “Original Closing Date”), as amended as of October 31, 2000, December 31, 2000, October 31, 2001, May 20, 2003 and December 17, 2003 and as amended and restated as of May 5, 2004, among MEMEC GROUP LIMITED (formerly known as Choirgrange Limited), a company organized under the laws of England and Wales with registration number 3985622 (“Memec Limited”), as the borrower (together with any Additional Borrowers, the “Borrowers” and each, individually, a “Borrower”), MEMEC GROUP HOLDINGS LIMITED (formerly known as Cherrybright Limited), a company organized under the laws of England and Wales with registration number 3985629 (“Memec Group Holdings”), MEMEC HOLDINGS LIMITED (formerly known as Spiretrail Limited), a company organized under the laws of England and Wales with registration number 3936258 (“Memec Holdings”), and the indirect parent of Memec and the direct parent of Memec Limited, the Lenders (as defined below
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”.
AMENDMENT TO LEASEMemec Inc • May 3rd, 2004 • California
This AMENDMENT TO LEASE is made and entered into as of May 10, 1997, by and between ADI MEMEC PARTNERS, L.P., a California limited partnership (“Landlord”), and RAAB KARCHER ELECTRONICS, INC, a California corporation (formerly known as Memec, Inc.) (“Tenant”).
CLIFFORD CHANCE LIMITED LIABILITY PARTNERSHIPAgreement • June 9th, 2004 • Memec Inc • Wholesale-electronic parts & equipment, nec
MEMEC HOLDINGS LIMITED (formerly known as SPIRETRAIL LIMITED), a company incorporated in England and Wales under no. 3936258 whose registered office is at 17 Thame Park Road, Thame, Oxon OX9 3UQ (“MHL”);
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”).
ASSET BACKED LOAN AGREEMENT by and among TRIANGLE RECEIVABLES FUNDING LLC, as Borrower, PARK AVENUE RECEIVABLES CORPORATION, as a CP Conduit Lender, SHEFFIELD RECEIVABLES CORPORATION, as a CP Conduit Lender, CERTAIN PARCO APA BANKS, BARCLAYS BANK PLC,...Limited Liability Company Agreement • June 9th, 2004 • Memec Inc • Wholesale-electronic parts & equipment, nec • New York
ASSET-BACKED LOAN AGREEMENT (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), dated as of August 4, 2000, by and among TRIANGLE RECEIVABLES FUNDING LLC, a Delaware limited liability company, as borrower (in such capacity, the “Borrower”), PARK AVENUE RECEIVABLES CORPORATION and its respective permitted successors and assigns (“PARCO”), SHEFFIELD RECEIVABLES CORPORATION and its respective permitted successors and assigns (“Sheffield”, and together with PARCO, the “CP Conduit Lenders”), BARCLAYS BANK PLC, a company organized under the laws of England and Wales (“Barclays”), as Sheffield’s funding agent (in such capacity, the “Sheffield Funding Agent”), CERTAIN PARCO APA BANKS set forth on the signature pages hereof under the caption “PARCO APA Banks” and each other bank that has become a PARCO APA Bank in accordance with the terms hereof and THE CHASE MANHATTAN BANK, a New York banking corporation (“Chase”), as PARCO’s funding agent (in s
DISTRIBUTION AGREEMENT BETWEEN XILINX INCORPORATED A CALIFORNIA CORPORATION HAVING A PRINCIPAL OFFICE AT San Jose, CA 95125 (HEREINAFTER CALLED “XILINX”) AND INSIGHT (CORPORATION, GENERAL/LIMITED PARTNERSHIP, SOLE PROPRIETORSHIP) WHOSE PRINCIPAL...Memec Inc • May 3rd, 2004 • California
This Agreement is made and entered into by and between Xilinx, Incorporated (Xilinx) and Insight (Distributor), which collectively are referred to hereinafter as “The Parties.”
INTERNATIONAL DISTRIBUTION AGREEMENT BETWEEN XILINX HAVING A PRINCIPAL OFFICE AT California 95124, U.S.A. (HEREINAFTER CALLED “XILINX”) ANDMemec Inc • May 3rd, 2004
This Agreement is made and entered by and between Xilinx, and DISTRIBUTOR collectively referred to as “The Parties” as of February 1, 1994 (the “Effective Date”).
