W I T N E S S E T H : - - - - - - - - - -
EXECUTION COPY
FIRST AMENDMENT TO THE ARROW ELECTRONICS, INC.
AMENDED AND RESTATED THREE YEAR CREDIT AGREEMENT
FIRST AMENDMENT, dated as of November 29, 2001 (the "Amendment") to
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the Amended and Restated Three Year Credit Agreement, dated as of February
22, 2001 (as may be amended, supplemented or otherwise modified from time
to time, the "Credit Agreement"), among ARROW ELECTRONICS, INC., a New York
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corporation (the "Company"), the Subsidiary Borrowers (as defined therein),
the several banks and other financial institutions from time to time parties
thereto (the "Banks"), BANK OF AMERICA, N.A., as Syndication Agent
(the "Syndication Agent"), FLEET NATIONAL BANK, as Documentation Agent
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(the "Documentation Agent"), and JPMORGAN CHASE BANK, as Administrative
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Agent (the "Administrative Agent").
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W I T N E S S E T H :
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WHEREAS, the Company, the Subsidiary Borrowers, the Banks, the
Syndication Agent, the Documentation Agent and the Administrative Agent
are parties to the Credit Agreement; and
WHEREAS, the Company and each of the Subsidiary Borrowers
have requested that the Banks consent to the amendments contained
herein in the manner hereinafter provided, and the Banks are
willing to do so,
NOW, THEREFORE, in consideration of the premises and for
other good and valuable consideration, the sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, terms
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defined in the Credit Agreement shall have such meanings when used
herein.
2. Amendment to Subsection 11.1(c). Subsection 11.1(c)
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of the Credit Agreement is hereby amended by deleting such subsection
in its entirety and substituting, in lieu thereof, the following:
"(c) Interest Coverage. Permit the ratio of Adjusted
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Consolidated EBITDA to Consolidated Cash Interest Expense for any
period of four consecutive fiscal quarters of the Company ending
(a) on or prior to September 30, 2001, to be less than 3.0 to 1.0,
(b) after September 30, 2001 and on or prior to December 31, 2001,
to be less than 2.15 to 1.0, and (c) after December 31, 2001, to
be less than 3.0 to 1.0."
3. Conditions to Effectiveness. This Amendment shall become
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effective on the date on which the Administrative Agent shall have
received (a) an executed counterpart of this Amendment signed by the
Company, each Subsidiary Borrower and the Required Banks and consented
to by the Subsidiary Guarantors and (b) an amendment fee, for the account
of the Banks that have delivered an executed counterpart to the
Administrative Agent no later than 5:00 p.m., New York City time,
on November 29, 2001, in an amount equal to 0.075% of the aggregate
amount of the Commitments of such Banks.
4. Representations and Warranties. Each of the Company and each
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Subsidiary Borrower (in so far as the representations and warranties
by such Subsidiary Borrower relate to it) hereby confirms that all of
the representations and warranties made by the Loan Parties contained
in the Credit Documents (other than in subsection 8.2 of the Credit
Agreement) after giving effect to the Amendments herein are true and
correct in all material respects on and as of the date hereof (other
than representations as are made as of a specific date) after giving
effect to this Amendment.
5. No Default. The Company hereby confirms that no Default
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or Event of Default shall have occurred and be continuing on the date
hereof or after giving effect to this Amendment.
6. Counterparts. This Amendment may be executed by one
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or more of the parties hereof on any number of separate counterparts
and all such counterparts shall be deemed to be one and the same
instrument.
7. Payment Of Expenses. The Company agrees to pay or
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reimburse the Administrative Agent for all of its reasonable out-of-
pocket costs and expenses incurred in connection with this Amendment,
any other documents prepared in connection herewith and the
transactions contemplated hereby, including, without limitation,
the reasonable fees and disbursements of counsel to the Administrative
Agent.
8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
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CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE
OF NEW YORK.
IN WITNESS WHEREOF, the undersigned have caused this Amendment
to be duly executed and delivered by their respective duly authorized
officer as of the day and year first above written.
ARROW ELECTRONICS, INC.
By:
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Name
Title:
GATES/ARROW DISTRIBUTING, INC.
By:
----------------------
Name:
Title:
MID RANGE OPEN COMPUTING ALLIANCE,
INC.
By:
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Name:
Title:
ARROW DENMARK A/S
By:
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Name
Title:
ARROW FINLAND OY
By:
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Name
Title:
ARROW COMPONENTS SWEDEN AB
By:
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Name
Title:
ARROW EUROPE GMBH
By:
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Name
Title:
XXXXXXX ELECTRONIC GMBH
By:
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Name
Title:
ARROW ELECTRONICS (UK) LTD.
By:
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Name
Title:
ARROW NORWAY A/S
By:
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Name
Title:
ARROW ELECTRONIQUE S.A.
By:
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Name
Title:
ARROW COMPUTER PRODUCTS SNC
By:
-------------------------
Name
Title:
ARROW NORDIC COMPONENTS AB
By:
-------------------------
Name
Title:
MICROTRONICA UK
By:
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Name
Title:
MICROTRONICA OY
By:
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Name
Title:
MICROTRONICA SWEDEN AB
By:
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Name
Title:
MICROTRONICA NORWAY AS
By:
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Name
Title:
MICROTRONICA DENMARK AS
By:
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Name
Title:
TEKELEC EUROPE S.A.
By:
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Name
Title:
B.V. ARROW ELECTRONICS DLC
By:
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Name
Title:
ARROW/TEXNY (H.K.) LIMITED
By:
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Name
Title:
ARROW ASIA PAC LTD.
By:
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Name
Title:
JPMORGAN CHASE BANK, as
Administrative Agent and as a Bank
By:
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Name
Title:
BANK OF AMERICA, N.A., as Syndication
Agent and as a Bank
By:
-------------------------
Name:
Title:
FLEET NATIONAL BANK, as
Documentation Agent and as a Bank
By:
-------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA, as a Bank
By:
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Name:
Title:
BNP PARIBAS, as a Bank
By:
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Name:
Title:
By:
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Name:
Title:
DEN DANSKE BANK AKTIESELSKAB, as a
Bank
By:
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Name:
Title:
By:
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Name:
Title:
HSBC BANK USA, as a Bank
By:
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Name:
Title:
BANCA COMMERCIALE ITALIANA, NEW
YORK BRANCH, as a Bank
By:
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Name:
Title:
By:
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Name:
Title:
BANCA POPOLARE DI MILANO, NEW YORK
BRANCH, as a Bank
By:
-------------------------
Name:
Title:
By:
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Name:
Title:
THE BANK OF NEW YORK, as a Bank
By:
-------------------------
Name:
Title:
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY, as a Bank
By:
-------------------------
Name:
Title:
BAYERISCHE LANDESBANK
GIROZENTRALE, CAYMAN ISLANDS
BRANCH, as a Bank
By:
-------------------------
Name:
Title:
By:
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Name:
Title:
CREDIT INDUSTRIEL ET COMMERCIAL, as a
Bank
By:
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Name:
Title:
By:
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Name:
Title:
CREDIT SUISSE FIRST BOSTON, as a
Bank
By:
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Name:
Title:
By:
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Name:
Title:
SUNTRUST BANK, as a Bank
By:
-------------------------
Name:
Title:
DEUTSCHE BANK AG, as a Bank
By:
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Name:
Title:
By:
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Name:
Title:
FIRST UNION NATIONAL BANK, as a
Bank
By:
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Name:
Title:
BANCA NAZIONALE DEL LAVORO S.P.A.,
NEW YORK BRANCH, as a Bank
By:
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Name:
Title:
By:
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Name:
Title:
THE FUJI BANK, LIMITED, as a Bank
By:
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Name:
Title:
THE DAI-ICHI KANGYO BANK, LTD., as a
Bank
By:
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Name:
Title:
UNICREDITO ITALIANO, as a Bank
By:
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Name:
Title:
STATE BANK OF INDIA, as a Bank
By:
-------------------------
Name:
Title:
By its signature each Guarantor hereby acknowledges and consents to the
foregoing amendment and confirms its Company Guarantee or Subsidiary
Guarantee, as the case may be.
ARROW ELECTRONICS, INC.
By:
-------------------------
Name:
Title:
GATES/ARROW DISTRIBUTING, INC.
By:
------------------------
Name:
Title:
MID RANGE OPEN COMPUTING
ALLIANCE, INC.
By:
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Name:
Title:
SUPPORT NET, INC.
By:
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Name:
Title:
