#30151455.2
THIRD AMENDMENT
TO
SENIOR NOTE PURCHASE AGREEMENT
Arrow Electronics, Inc.
$75,000,000 8.29% Senior Secured Notes Due 2000
THIS THIRD AMENDMENT (the "Amendment") to those
several Senior Note Purchase Agreements each dated as of
December 29, 1992, as amended by the First Amendment to
Senior Note Purchase Agreements dated as of December 22,
1993 and the Second Amendment to Senior Note Purchase
Agreements dated as of April 24, 1995 (collectively referred
to herein as the "Purchase Agreements" and individually as a
"Purchase Agreement"), is made as of
December 23, 1996, by and among ARROW ELECTRONICS, INC., a
New York corporation (the "Company"), and the several
Holders of the Senior Notes (hereinafter, together with
their respective successors and assigns, collectively called
the "Holders" and individually a "Holder"). Capitalized
terms used herein without definition shall have the
respective meanings ascribed to such terms in the Purchase
Agreements, as hereby amended.
WHEREAS, the Holders and the Company are parties
to the Purchase Agreements, pursuant to which the Purchasers
were issued, in the respective amounts set forth opposite
their names on Annex A thereto, $75,000,000 aggregate
principal amount of the Company's 8.29% Senior Secured Notes
Due 2000 (the "Senior Notes"); and
WHEREAS, the Company and the undersigned Holders,
constituting the Required Holders, desire to amend the
Purchase Agreements as provided herein, upon the terms and
conditions set forth herein;
NOW, THEREFORE, in consideration of the terms and
conditions contained herein and of other good and valuable
consideration the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
Amendments to the Purchase Agreements.
Subject to the satisfaction of the conditions set forth in
Section 2 hereof, for all periods on and after October 1,
1996, Section 8.04 of the Purchase Agreements is hereby
amended by deleting such Section in its entirety and by
substituting therefor the following:
"Section 8.04. Restricted Payments. On and
after
October 1, 1996, the Company will not, and will not
permit any of its Subsidiaries to, make any Restricted
Payment, if (a) the ratio of EBIT to Consolidated
Finance Charges of the Company and its Subsidiaries for
the four full fiscal quarters for which quarterly or
annual financial statements are available next
preceding the date of such Restricted Payment shall be
less than 3.00 to 1.00 and (b) after giving effect to
such Restricted Payment, the Company's Consolidated Net
Worth determined on the basis of the quarterly or
annual financial statements that are available
next preceding the date of such Restricted Payment
shall be less than $900,000,000."
Conditions Precedent. As provided in Section
1 above, the amendment set forth in Section 1 shall become
and be effective upon the satisfaction of the following
conditions:
(a) All corporate and other proceedings
taken or to be taken in connection with this Amendment
and all documents incident hereto shall be satisfactory
in form and substance to the Required Holders, and the
Required Holders shall have received all such
counterpart originals or certified or other copies of
such documents as they may reasonably request.
(b) The Company and the Required Holders
shall have duly executed counterparts of this Amendment
and delivered the same to the other parties hereto or
their representatives.
Effect of Amendment.
(a) It is hereby agreed that, except as
specifically provided herein, this Amendment does not
in any way affect or impair the terms, conditions and
other provisions of the Purchase Agreements or the
obligations of the Company thereunder, and all terms,
conditions and other provisions of the Purchase
Agreements shall remain in full force and effect except
to the extent specifically amended or modified pursuant
to the provisions of this Amendment.
(b) Reference in the Purchase Agreements to
"this Agreement" (and indirect references such as
"hereunder", "hereby", "herein" and "hereof") shall be
deemed to be references to the Purchase Agreements as
amended hereby.
Counterparts. This Amendment may be executed in
any number of counterparts, each of which shall be deemed an
original, and all of which taken together shall be deemed to
constitute one and the same instrument.
Costs and Expenses. As provided in Section
10.02 of the Purchase Agreements, the Company agrees to pay
on demand all fees, costs and expenses incurred by the
Holders in connection with the negotiation, preparation,
execution and delivery of this Amendment and all other
documents executed pursuant to or in connection herewith.
Governing Law. THIS AMENDMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH AND SHALL BE GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE
CHOICE OF LAW PRINCIPLES OF SUCH STATE).
Headings. Section headings are included herein
for convenience of reference only and shall not constitute a
part of this Amendment for any other purposes.
8. Representation and Warranty. Immediately
prior to and immediately subsequent to the effective date of
this Amendment, the Company hereby represents and warrants
that there
has not been any Default or Event of Default under the Purchase
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed and delivered by their respective duly
authorized officers on the date first above written.
ARROW ELECTRONICS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President
CONNECTICUT GENERAL LIFE INSURANCE CO.
By Cigna Investments, Inc.
By: /s/ Xxxxxx Xxxxx
------------------------
Name: Xxxxxx Xxxxx Title:
Managing Director
LIFE INSURANCE COMPANY OF NORTH AMERICA
By Cigna Investments, Inc.
By: /s/ Xxxxxx Xxxxx
------------------------
Name: Xxxxxx Xxxxx
Title: Managing Director
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
By: /s/ Xxx X. Xxxxx
------------------------
Name: Xxx X. Xxxxx
Title: Counsel
By: /s/ Xxxxxxx X. Skrivaner
------------------------
Name: Xxxxxxx X. Skrivaner
Title: Counsel
TEACHERS INSURANCE & ANNUITY
ASSOCIATION OF AMERICA
By: /s/ Xxxxx X. Xxxxx
--------------------------
Name: Xxxxx X. Xxxxx
Title: Director-Private Placements
LIFE INSURANCE COMPANY OF GEORGIA
SOUTHLAND LIFE INSURANCE COMPANY
PEERLESS INSURANCE COMPANY CONSOLIDATED
INSURANCE COMPANY
By: ING Investment Management, Inc. its Agent
By: /s/ Xxxx X. Xxxxx
--------------------------
Name: Xxxx X. Xxxxx
Title: SVP and Managing Director
