Ingram Micro 2013 Annual Report Download - page 84

ascertaining the Eurodollar Rate or LMIR for such Settlement Period (or portion thereof) or (c) the Eurodollar Rate determined pursuant
hereto does not accurately reflect the cost to any Purchaser (as conclusively determined by the related Purchaser) of maintaining any Portion
of Capital during such Settlement Period (or portion thereof), such Purchaser Agent shall promptly give telephonic notice of such
determination, confirmed in writing, to the Seller prior to the first day of such Settlement Period (or solely with respect to LMIR, promptly
after such determination). Upon delivery of such notice (a) no Portion of Capital shall be funded by the Purchasers in the related Purchaser
Group thereafter at the Alternate Rate determined by reference to the Eurodollar Rate or LMIR, unless and until such Purchaser Agent shall
have given notice to the Seller that the circumstances giving rise to such determination no longer exist (which notice such Purchaser Agent
shall give to the Seller promptly after such circumstances no longer exist) and (b) with respect to any outstanding Portions of Capital then
funded at the Alternate Rate determined by reference to the Eurodollar Rate, such Alternate Rate shall automatically be converted to the
Alternate Rate determined by reference to the Alternate Base Rate at the respective last days of the then current Settlement Periods relating to
such Portions of Capital (or solely with respect to LMIR, immediately).
If, on or before the first day of any Settlement Period (or solely with respect to LMIR, on any day), the Administrative Agent shall
have been notified by any Purchaser, Purchaser Agent or Alternate Purchaser that, such Person has determined (which determination shall
be final and conclusive absent manifest error) that, any enactment, promulgation or adoption of or any change in any applicable Law or
any change in the interpretation or administration thereof by a Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by such Person with any guideline, request or directive (whether or not having the
force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for such Person to fund or
maintain any Portion of Capital at the Alternate Rate and based upon the Eurodollar Rate or LMIR, the Administrative Agent shall notify the
Seller thereof. Upon receipt of such notice, until the Administrative Agent notifies the Seller that the circumstances giving rise to such
determination no longer apply (which notice the Administrative Agent shall give to the Seller promptly after the Administrative Agent has
received notice from the Purchaser Agents that such circumstances no longer exist), (a) no Portion of Capital shall be funded at the Alternate
Rate determined by reference to the Eurodollar Rate or LMIR and (b) the Yield for any outstanding Portions of Capital then funded at the
Alternate Rate determined by reference to the Eurodollar Rate or LMIR shall be converted to the Alternate Rate determined by reference to the
Alternate Base Rate either (i) on the last day of the then current Settlement Period (or solely with respect to LMIR, immediately) if such
Person may lawfully continue to maintain such Portion of Capital at the Alternate Rate determined by reference to the Eurodollar Rate or
LMIR to such day, or (ii) immediately, if such Person may not lawfully continue to maintain such Portion of Capital at the Alternate Rate
determined by reference to the Eurodollar Rate or LMIR to such day.
(f) The following new defined terms and definitions thereof are hereby added to Exhibit I of the Receivables Purchase Agreement in appropriate
alphabetical order:
“Fourth Amendment Effective Date” means November 1, 2013.
“LMIR” means for any day during any Settlement Period, the one-month Eurodollar rate for U.S. dollar deposits as reported on
the Reuters Screen LIBOR01 Page or any other page that may replace such page from time to time for the purpose of displaying offered rates
of leading banks for London interbank deposits in United States dollars, as of 11:00 a.m. (London time) on such day, or if such day is not
a Business Day, then the immediately preceding Business Day (or if not so reported, then as determined by the Administrative