Commitment Agreement, dated as of March 28, 2008, between American Capital Strategies, Ltd. and Merisel, Inc

1. LIMITED GUARANTEE.  To induce the Company to enter into an Agreement and Plan of Merger dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), among TU Holdings, Inc., a Delaware corporation (“Parent”), TU Merger, Inc., a wholly-owned subsidiary of Parent and a Delaware corporation (“Merger Sub”), and the Company, ACAS hereby unconditionally and irrevocably guarantees to the Company, the due and punctual observance, performance and discharge of any payment obligations of Parent with respect to the Reverse Termination Fee payable by Parent pursuant to Section 6.3(b) of the Merger Agreement (the “Obligations”); provided that in no event shall ACAS’s liability under this Commitment Agreement exceed $3,500,000 (the “Cap”). The parties agree that this Commitment Agreement may not be enforced without giving effect to the Cap.  The Company hereby agrees that in no event shall ACAS be required to pay any amount to the Company under, in respect of, or in connection with this Commitment Agreement or the Merger Agreement other than as expressly set forth herein.  All payments hereunder shall be made in lawful money of the United States, in immediately available funds.  Each capitalized term or other term used and not defined herein but defined in the Merger Agreement shall have the meaning ascribed to it in the Merger Agreement, except as otherwise provided.

2. NATURE OF GUARANTEE.  The Company shall not be obligated to file any claim relating to any Obligation in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Company to so file shall not affect the obligations of ACAS hereunder.  In the event that any payment to the Company in respect of any Obligation is rescinded or must otherwise be returned for any reason whatsoever, ACAS shall remain liable hereunder with respect to the Obligation as if such payment had not been made.  This Commitment Agreement is an unconditional guarantee of payment and not of collection.

3. CERTAIN WAIVERS.  ACAS agrees that the obligations of ACAS hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (a) the failure of the Company to assert any claim or demand or to enforce any right or remedy against Parent; (b) any change in the time, place or manner of payment of any of the Obligations; (c) any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement or any other agreement evidencing, securing or otherwise executed in connection with any of the Obligations; (d) any change in the corporate existence, structure or ownership of Parent; (e) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent or, (f) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate ACAS or sureties (other than pursuant to the Cap), in each case which may conflict with the terms of this Commitment Agreement; (g) the adequacy of any other means the Company may have of obtaining repayment of any of the Obligations; or (h) the existence of any claim or set-off which ACAS or any of its affiliates may have at any time against Parent, Merger Sub or the Company in connection with the Obligations or otherwise.  To the fullest extent permitted by law, ACAS hereby expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Company.  ACAS waives promptness, diligence, notice of the acceptance of this Commitment Agreement and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (except for notices to be provided to Parent and its counsel in accordance with the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of Parent or any other person interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally (other than fraud or willful misconduct by the Company or any of its subsidiaries, defenses to the payment of the Obligations that are available to Parent under the Merger Agreement or breach by the Company of this Commitment Agreement).  ACAS acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Commitment Agreement are knowingly made in contemplation of such benefits. 

4. NO WAIVER; CUMULATIVE RIGHTS.  No failure on the part of the Company to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Company of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power.  Each and every right, remedy and power hereby granted to the Company or allowed it by law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Company at any time or from time to time.

5. REPRESENTATIONS AND WARRANTIES.  ACAS hereby represents and warrants that:

(a) the execution, delivery and performance of this Commitment Agreement have been duly authorized by all necessary action and do not contravene any provision of ACAS’s charter or bylaws or any law, regulation, rule, decree, order, judgment or contractual restriction binding on ACAS or its assets;

(b) all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due execution, delivery and performance of this Commitment Agreement by ACAS have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this Commitment Agreement;

(c) this Commitment Agreement constitutes a legal, valid and binding obligation of ACAS enforceable against ACAS in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law); and

(d) ACAS has the financial capacity to pay and perform its obligations under this Commitment Agreement, and all funds necessary for ACAS to fulfill its Obligations under this Commitment Agreement shall be available to ACAS for so long as this Commitment Agreement shall remain in effect in accordance with Section 8 hereof.

6. ASSIGNMENT.  Neither ACAS nor the Company may assign their respective rights, interests or obligations hereunder to any other person (except by operation of law) without the prior written consent of the Company or ACAS, as the case may be.

7. NOTICES.  All notices and other communications hereunder shall be in writing and shall be given (a) on the date of delivery if delivered personally, (b) on the first business day following the date of dispatch if delivered by a nationally recognized next day courier service, (c) on the fifth business day following the date of mailing if delivered by registered or certified mail (postage prepaid, return receipt requested) or (d) if sent by facsimile transmission, when transmitted and receipt is confirmed. All notices to ACAS hereunder shall be delivered as set forth below or to such other address or facsimile number as ACAS shall have notified the Company in a written notice delivered to the Company in accordance with the Merger Agreement: