<PAGE>

                                                               EXECUTION VERSION


                       THIRD AMENDMENT TO CREDIT AGREEMENT

      THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
November 23, 2002, is entered into by and among AVNET, INC., a New York
corporation ("Avnet"), the lenders party to the Credit Agreement referred to
below (each a "Lender" and, collectively, the "Lenders") and BANK OF AMERICA,
N.A., as administrative agent for itself and the other Lenders (in such
capacity, the "Administrative Agent").

                                    RECITALS

      A. Avnet, the Lenders and the Administrative Agent are parties to that
certain Credit Agreement (Multi-Year) dated as of October 25, 2001, as amended
or modified by that First Amendment to Credit Agreement (Multi-Year) dated as of
March 29, 2002, that Second Amendment to Credit Agreement (Multi-Year) dated as
of October 10, 2002, and that certain letter agreement dated as of November 8,
2002 among Avnet, the Administrative Agent and Lenders (as so amended or
modified, the "Credit Agreement"), pursuant to which the Administrative Agent
and the Lenders have extended certain credit facilities to Avnet and certain of
its Subsidiaries.

      B. Avnet has requested that the Administrative Agent and the Lenders agree
to certain amendments of the Credit Agreement.

      C. The Administrative Agent and the Lenders are willing to amend the
Credit Agreement subject to the terms and conditions of this Amendment.

      NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto hereby agree as follows:

      1. Defined Terms. Unless otherwise defined herein, capitalized terms used
herein shall have the meanings, if any, assigned to such terms in the Credit
Agreement as amended hereby.

      2. Amendments to Credit Agreement. The Credit Agreement shall be amended
as follows, effective as of the Effective Date:

            (a) Section 1.01 of the Credit Agreement shall be amended as
follows:

                  (i) By inserting the following additional defined terms in the
proper alphabetical order:

                  "Administrative Agent Advance" has the meaning set forth in
            Section 2.01(b).

                  "Receivables Intercreditor Agreement" means that certain
            Intercreditor Agreement by and among the Administrative Agent, each
            financial institution party thereto and Bank One NA, as "Receivables
            Agent", in substantially the form approved by the Required Lenders.



                                       1
<PAGE>
                  (ii) By amending and restating the following defined terms in
their entirety as follows:

                  "Avnet Belgium" means, collectively, Avnet Europe CVA, a
            Belgian stock limited partnership, and any successor thereto
            (including any Person at any time acquiring all or substantially all
            of the business or assets of Avnet Europe CVA), together with such
            other Foreign Subsidiaries of Avnet, that from time to time act as
            commissionaires or agents for undisclosed principals in respect of
            inventory of (including inventory originating through or from) Avnet
            Europe CVA and have been requested by the Administrative Agent,
            including at the request of the Required Lenders, to provide
            Collateral Documents.

                  "Permitted Securitization Refinancing" means a Permitted
            Securitization (a) the documents of which provide for no Unwind
            Event based on Debt Ratings, other than as permitted by Section
            6.21(a), and which do not otherwise contravene or result in any
            breach, Default or Event of Default under the Loan Documents; (b) in
            connection with which the owner and holder of the stock of the
            applicable Securitization Subsidiary (together with any other
            Affiliate of Avnet that may directly hold any Investment in such
            Securitization Subsidiary) has pledged all such Investments to the
            Administrative Agent as additional Effective Collateral; and (c)
            having a maximum availability (based upon Attributable Indebtedness)
            of not less than $350,000,000.

                  "Trigger Event" means the occurrence of any of the following
            on or after the Second Amendment Date: (i) the failure, for whatever
            reason, to consummate a Permitted Capital Market Transaction on or
            before December 15, 2002; (ii) the establishment of a Debt Rating by
            Moody's of Ba1 or lower or by S&P of BB+ or lower or either such
            rating agency shall withdraw its Debt Rating; or (iii) the day
            immediately following the occurrence of an Unwind (other than an
            Unwind in connection with which Avnet simultaneously consummates and
            enters into a Permitted Securitization Refinancing) arrives.

                  (iii) At the definition of "Loan Documents," by deleting the
word "and" at the end of clause (viii), deleting the period at the end of clause
(ix), inserting a comma at the end of clause (ix), and inserting the following
"(x) the Receivables Intercreditor Agreement, and (xi) any other document or
agreement now or hereafter executed and delivered pursuant to this Agreement and
reciting that it is intended to be a "Loan Document" for purposes hereof."

                  (iv) At the definition of "Springing Lien Assets," by amending
and restating clause (b) and the text immediately following such clause as
follows: "(b) subject to such exceptions as the Administrative Agent may in its
discretion agree, in respect of Avnet Belgium, (i) all inventory and work in
process, and (ii) all accounts and other rights to payment; but not including
Non-Springing Lien Collateral."



                                       2
<PAGE>
            (b) Section 2.01 of the Credit Agreement shall be amended as
follows:

                  (i) by inserting "(a)" after the heading "Committed Loans."

                  (ii) by adding the following after Section 2.01(a):

                  "(b) The Administrative Agent is hereby authorized by the
            Borrower and the Lenders, from time to time in the Administrative
            Agent's sole discretion, to make Base Rate Loans to the Borrower on
            behalf of the Lenders which the Administrative Agent, in its
            reasonable business judgment, deems necessary or desirable (1) to
            Perfect, preserve or protect the Collateral, or any portion thereof,
            (2) to enhance the likelihood of, or maximize the amount of, the
            repayment of the Loans and other Obligations, or (3) to pay any
            other amount chargeable to the Borrower pursuant to the terms of
            this Agreement (together, "Administrative Agent Advances"), the
            granting of any such Administrative Agent Advance to be subject to
            the provisos of Section 2.01(a)(i) and Section 2.01(a)(ii);
            provided, however, that the Required Lenders may at any time revoke
            the Administrative Agent's authorization contained in this Section
            2.01(b) to make Administrative Agent Advances, any such revocation
            to be in writing and to become effective prospectively, upon receipt
            thereof by the Administrative Agent. The Administrative Agent
            Advances shall be repayable on demand, shall constitute Committed
            Loans hereunder, and shall bear interest at the Base Rate plus the
            Applicable Rate applicable to Committed Loans from time to time. The
            Administrative Agent shall notify each Lender in writing of each
            such Administrative Agent Advance."

            (c) Article V of the Credit Agreement shall be further amended by
adding the following at the end thereof:

                  "5.22 SECURITIZATION SUBSIDIARY. Other than such capital stock
            and promissory notes, true and correct copies of which have been
            delivered to the Administrative Agent on or before November 25,
            2002, there exists no document or instrument evidencing any
            Investment by Avnet in any Securitization Subsidiary. As of November
            25, 2002, no Securitization Subsidiary is directly or indirectly
            liable for any of the Obligations."

            (d) Section 6.21(a) of the Credit Agreement shall be amended at
clause (i) thereof by inserting after the phrase "relating to the Debt Rating of
Avnet" the following: "(other than an Unwind Event based upon withdrawal of any
such Debt Rating)".

            (e) Section 6.21(a) of the Credit Agreement shall be further amended
by deleting clause (ii) thereof and inserting in lieu thereof the following:

                  "(ii) No later than 60 days after the Second Amendment Date,
            Avnet shall execute and deliver to the Administrative Agent any and
            all pledge agreements and other documents and agreements (including
            legal

                                       3
<PAGE>
            opinions satisfactory to the Administrative Agent) as may be
            necessary in the discretion of the Administrative Agent to create a
            Perfected security interest in and a pledge of (A) any and all
            capital stock issued by any Securitization Subsidiary (including
            Avnet Receivables Corporation, if then existing), and (B) any
            promissory note or other evidence of indebtedness issued by any such
            Securitization Subsidiary in favor of Avnet, each of which shall
            immediately thereupon become Effective Collateral."

            (f) Section 6.21(b) of the Credit Agreement shall be amended and
restated in its entirety as follows:

                  "(b) Avnet shall execute and deliver or cause to be executed
            and delivered into Document Escrow, by no later than November 25,
            2002, all Collateral Documents that in the view of the
            Administrative Agent are necessary or appropriate to establish
            Springing Liens on all Springing Lien Assets (other than (i) in
            respect of Springing Lien Assets of Avnet Belgium, which shall be
            executed and delivered no later than December 10, 2002, and (ii)
            those Collateral Documents listed on Schedule 6.21, which shall be
            executed and delivered no later than December 10, 2002). The
            Springing Lien Escrow Agreement shall be executed and delivered by
            Avnet no later than November 25, 2002. Notwithstanding the
            foregoing, if there shall have occurred any Trigger Event prior to
            any such delivery date, each of the foregoing Collateral Documents
            not yet delivered into Document Escrow shall be executed and
            delivered immediately to the Administrative Agent, and shall
            immediately thereupon result in Effective Collateral. On November
            25, 2002 and December 10, 2002, Avnet shall pay all Attorney Costs
            of the Administrative Agent to the extent invoiced prior to such
            dates, plus, in the latter case, such additional Attorney Costs as
            shall constitute the Administrative Agent's reasonable estimate of
            Attorney Costs incurred or to be incurred by it through the
            completion of the post-closing matters contemplated by the Second
            Amendment (provided that such estimate shall not thereafter preclude
            a final settling of accounts between Avnet and the Administrative
            Agent)."

            (g) Section 6.21 of the Credit Agreement shall be further amended by
adding at the end thereof the following:

                  "(c) Avnet shall execute and deliver or cause to be executed
            and delivered into Document Escrow (together with such ancillary
            documents and agreements, or amendments thereto, and legal opinions
            as may be specified by the Administrative Agent in respect thereof):
            (i) as soon as practicable following the restructuring of the
            ownership of Avnet Components Israel Ltd. and the receipt of consent
            to the pledge of the shares by Avnet from the remaining minority
            shareholders thereof, share certificates representing 65% of the
            issued and outstanding capital stock of Avnet Components Israel
            Ltd., to be pledged under the Foreign Stock Pledge Agreement; and
            (ii) as soon as practicable following the

                                       4
<PAGE>
            restructuring of the ownership of Avnet Max Limited, documentation
            satisfactory to the Administrative Agent pledging 65% of the issued
            and outstanding uncertificated shares of Avnet Max Limited under the
            terms of the Foreign Stock Pledge Agreement."

            (h) Article VI of the Credit Agreement shall be further amended by
adding the following at the end thereof:

                  "6.26 WAREHOUSE LOCATIONS. At all times from and after
            November 25, 2002, neither Avnet nor any of its Subsidiaries shall
            permit or suffer any inventory to be located at (i) the warehouse
            located at or near 953 Westgate Drive, St. Paul, MN, or (ii) the
            office space located at or near 3011 S. 52nd Street, Tempe, AZ,
            unless Avnet promptly notifies the Administrative Agent of such fact
            and promptly provides such consents and estoppels of landlords and
            others having an interest in such real property, together with such
            other documents and agreements, as the Administrative Agent may
            require. All such consents, estoppels, other documents and
            agreements so provided shall be immediately delivered into Document
            Escrow, provided that no Trigger Event shall have occurred. If there
            shall have occurred any Trigger Event prior to any such delivery
            date, each of the foregoing documents not yet delivered into
            Document Escrow shall be executed and delivered immediately to the
            Administrative Agent, and shall immediately thereupon result in
            Effective Collateral."

            (i) Section 7.01 of the Credit Agreement shall be amended by
deleting the word "or" at the end of clause (q)(ii), deleting the period after
clause (r) inserting "; or" after clause (r) and adding the following:

                  "(s) Any "Financial Institution" or the "Receivables Agent",
            as defined therein, party to or bound by the Receivables
            Intercreditor Agreement shall fail to perform or observe in any
            material respect any term, covenant, provision or agreement required
            to be performed by such Financial Institution or Receivables Agent
            under the Receivables Intercreditor Agreement; or any
            representation, warranty, certification or statement made by any
            Financial Institution or Receivables Agent party to or bound by the
            Receivables Intercreditor Agreement in the Receivables Intercreditor
            Agreement or in any other document delivered pursuant thereto shall
            to prove to have been incorrect in any material respect when made or
            deemed made; or the Receivables Intercreditor Agreement shall cease
            to be effective or to be the legally valid, binding, enforceable
            obligation of each Person party thereto or bound thereby; or any
            Financial Institution or the Receivables Agent shall directly or
            indirectly contest in any manner such effectiveness, validity,
            binding nature or enforceability."

            (j) Section 8.02 of the Credit Agreement shall be amended and
restated in its entirety as follows:



                                       5
<PAGE>
                  "8.02 DELEGATION OF DUTIES. The Administrative Agent may
            execute any of its duties under this Agreement or any other Loan
            Document by or through agents, employees or attorneys-in-fact,
            including, for the purposes of the Perfection of foreign (non-United
            States) Collateral, such sub-administrative agents or collateral
            agents as shall be deemed necessary by the Administrative Agent, and
            shall be entitled to advice of counsel and other consultants or
            experts concerning all matters pertaining to such duties. The
            Administrative Agent shall not be responsible for the negligence or
            misconduct of any agent or attorney-in-fact that it selects in the
            absence of gross negligence or willful misconduct. Any such agent,
            sub-agent or other Person retained or employed pursuant to this
            Section 8.02, shall have all the benefits and immunities provided to
            the Administrative Agent in this Article VIII with respect to any
            act taken or omissions suffered by such Person in connection
            herewith or therewith, as fully as if the term "Administrative
            Agent" as used in this Article VIII and in the definition of
            "Agent-Related Person" included such additional Persons with respect
            to such acts or omissions."

            (k) Section 8.09 of the Credit Agreement shall be amended and
restated in its entirety as follows:

                  "8.09 SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent
            may resign as Administrative Agent upon 30 days' notice to the
            Lenders; provided that any such resignation by Bank of America shall
            also constitute its resignation as L/C Issuer, Swing Line Lender,
            and document escrow agent under the Document Escrow. If the
            Administrative Agent resigns under this Agreement, the Required
            Lenders shall appoint from among the Lenders a successor
            administrative agent for the Lenders which successor administrative
            agent shall be consented to by Avnet at all times other than during
            the existence of an Event of Default (which consent of Avnet shall
            not be unreasonably withheld or delayed). If no successor
            administrative agent is appointed prior to the effective date of the
            resignation of the Administrative Agent, the Administrative Agent
            may appoint, after consulting with the Lenders and Avnet, a
            successor administrative agent from among the Lenders. Upon the
            acceptance of its appointment as successor administrative agent
            hereunder, the Person acting as such successor administrative agent
            shall succeed to all the rights, powers and duties of the retiring
            Administrative Agent, L/C Issuer and Swing Line Lender including
            those under the Document Escrow and the Receivables Intercreditor
            Agreement and the respective terms "Administrative Agent," "L/C
            Issuer" and "Swing Line Lender" shall mean such successor
            administrative agent, letter of credit issuer and swing line lender,
            and the retiring Administrative Agent's appointment, powers and
            duties as Administrative Agent shall be terminated and the retiring
            L/C Issuer's and Swing Line Lender's rights, powers and duties as
            such shall be terminated (provided that the retiring Administrative
            Agent, L/C Issuer or Swing Line Lender, as the case may be, shall
            retain all rights



                                       6
<PAGE>
            then existing under Sections 8.07 and 9.05), without any other or
            further act or deed on the part of such retiring L/C Issuer or Swing
            Line Lender or any other Lender other than the obligation of the
            successor L/C Issuer to issue letters of credit in substitution for
            the Letters of Credit, if any, outstanding at the time of such
            succession. Immediately upon retiring as Administrative Agent, the
            Administrative Agent shall no longer have any responsibilities under
            any Collateral Documents or the Receivables Intercreditor Agreement
            and any successor administrative agent shall immediately be deemed
            to undertake all responsibilities related to the Collateral
            Documents and the Receivables Intercreditor Agreement upon
            appointment. Notwithstanding the foregoing, after any retiring
            Administrative Agent's resignation hereunder as Administrative
            Agent, the provisions of this Article VIII and Sections 9.04 and
            9.05 shall inure to its benefit as to any actions taken or omitted
            to be taken by it while it was Administrative Agent under this
            Agreement. If no successor administrative agent has accepted
            appointment as Administrative Agent by the date which is 30 days
            following a retiring Administrative Agent's notice of resignation,
            the retiring Administrative Agent's resignation shall nevertheless
            thereupon become effective and the Lenders shall perform all of the
            duties of the Administrative Agent hereunder until such time, if
            any, as the Required Lenders appoint a successor agent as provided
            for above, in which event the Lenders shall be deemed to have
            assumed all such rights, powers and duties of the Administrative
            Agent as aforesaid."

            (l) Section 8.11(a) of the Credit Agreement shall be amended and
restated in its entirety as follows:

                  "8.11 COLLATERAL MATTERS.

                  (a) Each Lender authorizes and directs the Administrative
            Agent to enter into the Collateral Documents (including as document
            escrow agent under the Springing Lien Escrow Agreement) and agrees
            that any action taken by the Administrative Agent concerning any
            Collateral (with the consent or at the request of the Required
            Lenders or in accordance with any Loan Document), that the
            Administrative Agent's exercise of powers concerning the Collateral
            in any Loan Document, and that all other reasonably incidental
            powers, are authorized and binding upon all Lenders. Each Lender
            authorizes and directs the Administrative Agent to enter into and to
            perform the duties and obligations of the "Lender Agent" under the
            Receivables Intercreditor Agreement."

            (m) Schedule 1.01(n) of the Credit Agreement shall be amended by
deleting the entry labeled "Sterling Partners, Inc."

            (n) Schedule 5.09 of the Credit Agreement shall be amended by (i)
deleting the entries labeled "Sterling Partners, Inc.", "Avnet Europe NV/SA",
"Avnet-Mercuries Company Limited", "Avnet Pacific (NZ) Ltd.", and "Kent
Components de Mexico, S.A. de

                                       7
<PAGE>
C.V." and (ii) substituting those entries set forth on Schedule I hereto for
their counterparts in such Schedule 5.09.

            (o) Schedule 5.20 of the Credit Agreement shall be amended and
restated in its entirety in the form attached hereto as Schedule II.

            (p) Schedule 6.21 of the Credit Agreement shall be amended and
restated in its entirety in the form attached hereto as Schedule III.

            (q) The Credit Agreement shall be further amended by replacing
Exhibit K, with the form attached hereto as Exhibit A.

      3. Representations and Warranties. Avnet hereby represents and warrants to
the Administrative Agent and the Lenders as follows:

            (a) No Default or Event of Default has occurred and is continuing,
either immediately prior to or after giving effect to this Amendment.

            (b) The execution, delivery and performance by Avnet of this
Amendment have been duly authorized by all necessary corporate and other action
and do not and will not require any registration with, consent or approval of,
notice to or action by, any Person (including any Governmental Authority) in
order to be effective and enforceable. The Credit Agreement as amended by this
Amendment constitutes the legal, valid and binding obligations of Avnet,
enforceable against it in accordance with its respective terms, without defense,
counterclaim or offset.

            (c) All representations and warranties of Avnet contained in Article
V of the Credit Agreement as amended hereby are true and correct as of the
Effective Date, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they are true and correct
as of such earlier date.

            (d) Avnet is entering into this Amendment on the basis of its own
investigation and for its own reasons, without reliance upon the Administrative
Agent, the Lenders or any other Person.

            (e) As of the Effective Date, there are no Designated Borrowers
under the Credit Agreement.

      4. Effective Date. This Amendment will become effective as of the date
shown first above, provided each of the following conditions precedent has been
satisfied (the "Effective Date"):

            (a) The Administrative Agent shall have received from each of Avnet
and the Required Lenders a duly executed original (or, if elected by the
Administrative Agent, an executed facsimile copy) counterpart to this Amendment.

            (b) The Administrative Agent shall have received from the secretary
or assistant secretary of Avnet a certificate providing satisfactory evidence of
the authorization of

                                       8
<PAGE>
the execution, delivery and performance by Avnet of this Amendment and any other
documents contemplated hereby.

            (c) The Administrative Agent shall have received from Avnet a
certificate executed by a Responsible Officer of Avnet, dated as of the
Effective Date and certifying that (i) all representations and warranties
contained herein are true and correct on and as of the Effective Date as though
made on and as of such date and (ii) on and as of the Effective Date, no event
has occurred which has or would reasonably be likely to have a material adverse
effect on the business, assets, liabilities (actual or contingent), operations,
condition (financial or otherwise) or prospects of Avnet or of Avnet and its
Subsidiaries taken as a whole, or on the facts and information regarding Avnet
and its Subsidiaries as represented as of the date hereof.

            (d) The Administrative Agent shall have received satisfactory
evidence that Avnet has paid (i) all Attorney Costs of the Administrative Agent
to the extent invoiced prior to the Effective Date (including any previously
invoiced and outstanding Attorney Costs that relate to services previously
provided), plus such additional amounts of Attorney Costs as shall constitute
the Administrative Agent's reasonable estimate of Attorney Costs incurred or to
be incurred by it through the Effective Date (provided that such estimate shall
not thereafter preclude a final settling of accounts between Avnet and the
Administrative Agent) and (ii) all other reasonable out-of-pocket costs and
expenses of the Administrative Agent in connection with the negotiation,
preparation, execution and delivery of this Amendment and any other documents to
be delivered in connection herewith.

            (e) The Administrative Agent shall have received, in form and
substance satisfactory to it, such additional approvals, consents, opinions,
documents and other information as the Administrative Agent may request.

            (f) The Effective Date shall have occurred no later than November
25, 2002.

For purposes of determining compliance with the conditions specified in this
Section 4, each Lender that has executed this Amendment and delivered it to the
Administrative Agent shall be deemed to have consented to, approved or accepted,
or to be satisfied with, each document or other matter either sent, or made
available for inspection, by the Administrative Agent to such Lender for
consent, approval, acceptance or satisfaction, or required thereunder to be
consented to or approved by or acceptable or satisfactory to such Lender.

      5. Reservation of Rights. Avnet acknowledges and agrees that the execution
and delivery by the Administrative Agent and the Required Lenders of this
Amendment shall not (a) be deemed to create a course of dealing or otherwise
obligate the Administrative Agent or any Lender to execute similar amendments
under the same or similar circumstances in the future or (b) be deemed to create
any implied waiver of any right or remedy of the Administrative Agent or any
Lender with respect to any term or provision of any Loan Document.

      6. Miscellaneous.

            (a) Except as herein expressly amended, all terms, covenants and
provisions of the Credit Agreement are and shall remain in full force and effect
and all references therein to such Credit Agreement shall henceforth refer to
the Credit Agreement as amended by this

                                       9
<PAGE>
Amendment. This Amendment shall be deemed incorporated into, and a part of, the
Credit Agreement. The Credit Agreement, as amended hereby, is hereby ratified by
Avnet.

            (b) This Amendment shall be binding upon and inure to the benefit of
the parties hereto and thereto and their respective successors and assigns. No
third party beneficiaries are intended in connection with this Amendment.

            (c) THIS AMENDMENT IS SUBJECT TO THE PROVISIONS OF SECTIONS 9.19 AND
9.20 OF THE CREDIT AGREEMENT, THE PROVISIONS OF WHICH ARE BY THIS REFERENCE
HEREBY INCORPORATED HEREIN IN FULL.

            (d) This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all such counterparts together
shall constitute but one and the same instrument. Each of the parties hereto
understands and agrees that this document (and any other document required
herein) may be delivered by any party thereto either in the form of an executed
original or an executed original sent by facsimile transmission to be followed
promptly by mailing of a hard copy original, and that receipt by the
Administrative Agent of a facsimile transmitted document purportedly bearing the
signature of a Lender or Avnet shall bind such Lender or Avnet, respectively,
with the same force and effect as the delivery of a hard copy original. Any
failure by the Administrative Agent to receive the hard copy executed original
of such document shall not diminish the binding effect of receipt of the
facsimile transmitted executed original of such document of the party whose hard
copy page was not received by the Administrative Agent.

            (e) This Amendment, together with the Credit Agreement, contains the
entire and exclusive agreement of the parties hereto with reference to the
matters discussed herein and therein. This Amendment supersedes all prior drafts
and communications with respect thereto. This Amendment may not be amended
except in accordance with the provisions of Section 9.01 of the Credit
Agreement.

            (f) If any term or provision of this Amendment shall be deemed
prohibited by or invalid under any applicable law, such provision shall be
invalidated without affecting the remaining provisions of this Amendment or the
Credit Agreement, respectively.

            (g) Avnet covenants to pay to or reimburse the Administrative Agent,
upon demand, for all out-of-pocket costs and expenses incurred in connection
with the development, preparation, negotiation, execution and delivery of this
Amendment and the other documents contemplated hereby.

            (h) This Amendment shall constitute a Loan Document.

                            [Signature page follows]


                                       10
<PAGE>
            IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Amendment as of the date first above written.

                            AVNET, INC.

                            By: /s/ Raymond Sadowski
                                ------------------------------------------------

                            Name: Raymond Sadowski
                                  ----------------------------------------------

                            Title: Senior Vice President and Chief Financial
                                   ---------------------------------------------
                            Officer
                            -------



<PAGE>
                            BANK OF AMERICA, N.A., as the
                            Administrative Agent, a Lender, the L/C Issuer and
                            the Swing Line Lender



                            By: /s/ Sugeet Manchanda
                                ------------------------------------------------

                            Name: Sugeet Manchanda
                                  ----------------------------------------------

                            Title: Principal
                                   ---------------------------------------------


                                     S-2--2
<PAGE>
                            ABN AMRO BANK N.V., as a Lender



                            By: /s/ Maria Vickroy-Peralta
                                ------------------------------------------------

                            Name: Maria Vickroy-Peralta
                                  ----------------------------------------------

                            Title: Senior Vice President
                                   ---------------------------------------------



                            By: /s/ Peter Hsu
                                ------------------------------------------------

                            Name: Peter Hsu
                                  ----------------------------------------------

                            Title: Vice President
                                   ---------------------------------------------





                                     S-2--3
<PAGE>
                            THE BANK OF NOVA SCOTIA, as a Lender



                            By: /s/ Kemp Leonard
                                ------------------------------------------------

                            Name: Kemp Leonard
                                  ----------------------------------------------

                            Title: Director
                                   ---------------------------------------------





                                     S-2--4
<PAGE>
                            BANK OF TOKYO-MITSUBISHI TRUST
                            COMPANY, as a Lender



                            By:
                               -------------------------------------------------

                            Name:
                                 -----------------------------------------------

                            Title:
                                  ----------------------------------------------




                                     S-2--5
<PAGE>
                            BANK ONE, N.A., as a Lender



                            By: /s/ Joseph R. Perdenza
                                ------------------------------------------------

                            Name: Joseph R. Perdenza
                                  ----------------------------------------------

                            Title: Director
                                   ---------------------------------------------





                                     S-2--6
<PAGE>
                            CREDIT SUISSE FIRST BOSTON, as a Lender



                            By: /s/ Robert Hetu
                                ------------------------------------------------

                            Name: Robert Hetu
                                  ----------------------------------------------

                            Title: Director
                                   ---------------------------------------------



                            By: /s/ Guy M. Baron
                                ------------------------------------------------

                            Name: Guy M. Baron
                                  ----------------------------------------------

                            Title: Associate
                                   ---------------------------------------------





                                     S-2--7
<PAGE>
                            WACHOVIA BANK, NATIONAL
                            ASSOCIATION, as a Lender



                            By: /s/ George L. Woolsey
                                ------------------------------------------------

                            Name: George L. Woolsey
                                  ----------------------------------------------

                            Title: Vice President
                                   ---------------------------------------------



                                     S-2--8
<PAGE>
                            FLEET NATIONAL BANK, as a Lender



                            By:
                               -------------------------------------------------

                            Name:
                                 -----------------------------------------------

                            Title:
                                  ----------------------------------------------







                                     S-2--9
<PAGE>
                            KBC BANK, N.V., as a Lender



                            By:
                               -------------------------------------------------

                            Name:
                                 -----------------------------------------------

                            Title:
                                  ----------------------------------------------



                            By:
                               -------------------------------------------------

                            Name:
                                 -----------------------------------------------

                            Title:
                                  ----------------------------------------------








                                    S-2--10
<PAGE>
                            NATEXIS BANQUES POPULAIRES, as a
                            Lender



                            By:
                               -------------------------------------------------

                            Name:
                                 -----------------------------------------------

                            Title:
                                  ----------------------------------------------



                            By:
                               -------------------------------------------------

                            Name:
                                 -----------------------------------------------

                            Title:
                                  ----------------------------------------------





                                    S-2--11
<PAGE>
                            THE NORTHERN TRUST COMPANY, as a
                            Lender



                            By: /s/ Eric Dybing
                                ------------------------------------------------

                            Name: Eric Dybing
                                  ----------------------------------------------

                            Title: Second Vice President
                                   ---------------------------------------------





                                    S-2--12
<PAGE>
                            SKANDINAVISKA ENSKILDA BANKEN AB
                            (PUBL), as a Lender



                            By: /s/ Camilla Akerman
                                ------------------------------------------------

                            Name: Camilla Akerman
                                  ----------------------------------------------

                            Title: Account Manager
                                   ---------------------------------------------





                                    S-2--13
<PAGE>
                            STANDARD CHARTERED BANK, as a Lender



                            By:
                               -------------------------------------------------

                            Name:
                                 -----------------------------------------------

                            Title:
                                  ----------------------------------------------



                            By:
                               -------------------------------------------------

                            Name:
                                 -----------------------------------------------

                            Title:
                                  ----------------------------------------------







                                    S-2--14
<PAGE>
                            UNICREDITO ITALIANO, NEW YORK
                            BRANCH, as a Lender



                            By:
                               -------------------------------------------------

                            Name:
                                 -----------------------------------------------

                            Title:
                                  ----------------------------------------------



                            By:
                               -------------------------------------------------

                            Name:
                                 -----------------------------------------------

                            Title:
                                  ----------------------------------------------





                                    S-2--15