PARTIAL RELEASE OF RECEIVABLES
Exhibit 10(a)
This Partial Release of Receivables, dated as of March 11 2016 (this “Release”) is granted by BANK OF AMERICA, NATIONAL ASSOCIATION, as Administrative Agent (as defined below) to ARROW ELECTRONICS FUNDING CORPORATION, a Delaware corporation (the “SPV”), ARROW ELECTRONICS, INC., a New York corporation (“Arrow”) and ARROW ENTERPRISE COMPUTING SOLUTIONS, INC., a Delaware corporation (“AECS”).
1. Reference to Transfer and Administration Agreement. Reference is made to that certain Transfer and Administration Agreement dated as of March 21, 2001 (as amended, restated, supplemented or otherwise modified on or prior to the date hereof, the “TAA”), by and among the SPV, Arrow, individually and as the initial Master Servicer, the Investors party thereto from time to time, the Funding Agents party thereto from time to time, and Bank of America, National Association, a national banking association, as the administrative agent for the Investors (the “Administrative Agent”). Capitalized terms used and not otherwise defined herein have the meanings assigned to such terms in the TAA.
2. Partial Release. The SPV has requested that the Administrative Agent release, and the Administrative Agent hereby releases, any and all interest it may have in the receivables owing by (a) ABC Services Inc as obligor, comprising account number 0000000 and account number 0000000-E, (b) Digital Information Services LLC as obligor, comprising account number 0000000 and account number 0000000-E, (c) DMD Data Systems Inc as obligor, comprising account number 0000000 and account number 0000000-E, (d) Innovative Information Solutions Inc as obligor, comprising account number 0000000 and account number
0000000-E, (e) Integrity Computing Solutions Inc as obligor, comprising account number
0000000 and account number 0000000-E, (f) iTech Solutions Group LLC as obligor, comprising account number 0000000 and account number 0000000-E, (g) Midland Information Systems Inc as obligor, comprising account number 0000000 and account number 0000000-E, (h) Patriot Technologies Inc as obligor, comprising account number 0000000 and account number 0000000- E, (i) Pro Logic Computer Systems Inc as obligor, comprising account number 0000000 and account number 0000000-E, (j) Softential Inc as obligor, comprising account number 0000000 and account number 0000000-E, (k) Vormittag Associates Inc DBA VAI as obligor, comprising account number 0000000 and account number 0000000-E, (l) Worldcom Exchange Inc as obligor, comprising account number 0000000 and account number 0000000-E, (m) Final Frontier Corporation as obligor, comprising account number 0000000 and account number
0000000-E, (n) Information Control Corporation as obligor, comprising account number
0000000 and account number 0000000-E, (o) Mercury Consulting Corporation as obligor, comprising account number 0000000 and account number 0000000-E, (p) E-Tech Services Com Inc as obligor, comprising account number 0000000 and account number 0000000-E, (q) Advanced Integrated Solutions Inc as obligor, comprising account number 0000000 and account number 0000000-E, (r) Alliance Technology Solutions LLC as obligor, comprising account number 0000000 and account number 0000000-E, (s) Associated Computer Systems LLC as obligor, comprising account number 0000000 and account number 0000000-E, (t) Computer Marketing Corporation as obligor, comprising account number 0000000 and account number
0000000-E, (u) Ex-Cel Solutions Incorporated as obligor, comprising account number 0000000 and account number 0000000-E, (v) Corus Group LLC as obligor, comprising account number
0000000 and account number 0000000-E, (w) E Tech Solutions Inc as obligor, comprising account number 0000000 and account number 0000000-E, (x) Software One Inc as obligor, comprising account number 0000000 and account number 0000000-E, (y) Capitalize Data Analytics LLC as obligor, comprising account number 0000000 and account number 0000000-E, (z) Champion Solutions Group Inc as obligor, comprising account number 0000000 and account number 0000000-E, (aa) Dimension Data North America Inc as obligor, comprising account number 0000000 and account number 0000000-E, (bb) KS2 Technologies Inc as obligor, comprising account number 0000000 and account number 0000000-E, (cc) Xxxx Xxx & Xxxxx Inc as obligor, comprising account number 0000000 and account number 0000000-E, (dd) Reliaquest LLC as obligor, comprising account number 0000000 and account number 0000000- E, (ee) Sycomp A Technology Company as obligor, comprising account number 0000000 and account number 0000000-E, and (ff) Insight Enterprises Inc as obligor, comprising account number 0000000; in each case as identified as such on the systems of an Originator (collectively, the “Released Receivables”).
3. Representations and Warranties of the SPV and Arrow. To induce the Administrative Agent to enter into this Release, the SPV and Arrow each make the following representations and warranties (which representations and warranties shall survive the execution and delivery of this Release) as of the date hereof and after giving effect to the release herein as of the date hereof:
A. | Representations and Warranties. The representations and warranties contained in the Transaction Documents are true and correct on and as of the date hereof, as though made on and as of such date after giving effect to this Release, except for representations and warranties made by the SPV or Arrow expressly stated to relate to an earlier date, in which case such representations and warranties are true and correct as of such earlier date. |
B. | No Termination Event. After giving effect to this Release, no event has occurred and is continuing that constitutes a Termination Event or a Potential Termination Event. |
4. Reliance. The Administrative Agent, on behalf of the Investors, acknowledges and agrees that Arrow may deliver this letter to IBM Credit LLC (“IBM Credit”) and that AECS and IBM Credit may rely on this letter in connection with the consummation of the transactions contemplated under that certain Agreement for the Purchase and Sale of Accounts Receivable dated September 24, 2013, between IBM Credit and AECS, as amended, modified, restated or supplemented from time to time (provided, that the receivables subject thereto may only be amended or modified upon the proper amendment of the definition of “Released Receivables” hereunder pursuant to paragraph 5 below).
5. General. The TAA is confirmed as being in full force and effect. This Release may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Release by telefacsimile, electronic mail, portable document format (PDF) or similar means shall be effective as delivery of a manually
executed counterpart of this Release. The definition of the Released Receivables set forth herein may not be amended without the written consent of each of the parties hereto.
6. GOVERNING LAW. THIS RELEASE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
[Remainder of page intentionally left blank. Signature pages follow.]
Each of the undersigned has caused this Release to be executed and delivered by its duly authorized signatory.
BANK OF AMERICA, NATIONAL ASSOCIATION
By: /s/Xxxx Xxx-Xxxxxxx, Vice President________
#48!8-4954-4494v Signature Page to Partial Release of Receivables
ARROW ELECTRONICS FUNDING CORPORATION
By: ___/s/Xxxxx Xxxxxx, Vice President and Treasurer_
ARROW ELECTRONICS, INC.
By: /s/Xxxxx Xxxxxx, Vice President and Treasurer
ARROW ENTERPRISE COMPUTING SOLUTIONS, INC.
By: /s/Xxxxx Xxxxxx, Vice President and Treasurer
#4818-4954-4494v4 Signature Page to Partial Release of Receivables
