EXHIBIT 10.O.XIII



 






	 	 	 
	ARROW ELECTRONICS, INC.

	 	FORM 10-K — EXHIBIT 10 (o) (xiii)
	 
	

	 	EXECUTION COPY






AMENDMENT NO. 12 TO TRANSFER AND ADMINISTRATION AGREEMENT




          AMENDMENT NO. 12 TO TRANSFER AND ADMINISTRATION AGREEMENT, dated as of February 14, 2005 (this
“Amendment”), to that certain Transfer and Administration Agreement dated as of March 21,
2001, as amended by Amendment No. 1 to Transfer and Administration Agreement dated as of November
30, 2001, Amendment No. 2 to Transfer and Administration Agreement dated as of December 14, 2001,
Amendment No. 3 to Transfer and Administration Agreement dated as of March 20, 2002, Amendment No.
4 to Transfer and Administration Agreement dated as of March 29, 2002, Amendment No. 5 to Transfer
and Administration Agreement dated as of May 22, 2002, Amendment No. 6 and Limited Waiver to
Transfer and Administration Agreement dated as of September 27, 2002, Amendment No. 7 to Transfer
and Administration Agreement dated as of February 19, 2003, Amendment No. 8 to Transfer and
Administration Agreement dated as of April 14, 2003, Amendment No. 9 to Transfer and Administration
Agreement dated as of August 13, 2003, Amendment No. 10 to Transfer and Administration Agreement
dated as of February 18, 2004 and Amendment No. 11 to Transfer and Administration Agreement dated
as of August 13, 2004 (as so amended and in effect, the “TAA”), by and among Arrow
Electronics Funding Corporation, a Delaware corporation (the “SPV”), Arrow Electronics,
Inc., a New York corporation, individually (“Arrow”) and as the initial Master Servicer,
the several commercial paper conduits identified on Schedule A to the TAA and their respective
permitted successors and assigns (the “Conduit Investors”; each individually, a
“Conduit Investor”), the agent bank set forth opposite the name of each Conduit Investor on
such Schedule A and its permitted successors and assigns (each a “Funding Agent”) with
respect to such Conduit Investor, and Bank of America, National Association, a national banking
association, as the administrative agent for the Investors (the “Administrative Agent”),
and the financial institutions from time to time parties thereto as Alternate Investors.
Capitalized terms used and not otherwise defined herein have the meanings assigned to such terms in
the TAA.



PRELIMINARY STATEMENTS:




          WHEREAS, the SPV, Arrow, the Conduit Investors, the Funding Agents, the Alternate Investors
and the Administrative Agent have entered into the TAA;



          WHEREAS, the SPV and Arrow have requested that the Conduit Investors, the Funding Agents, the
Alternate Investors and the Administrative Agent agree to make certain changes and amendments to
the TAA;



          WHEREAS, Blue Ridge Asset Funding Corporation desires to become a Conduit Investor under the
TAA and Wachovia Bank, National Association desires to become an Alternate Investor and Funding
Agent under the TAA;



          WHEREAS, subject to the terms and conditions set forth herein, the Conduit Investors, the
Alternate Investors, the Funding Agents and the Administrative Agent are willing to make such
changes and amendments to the TAA; and



 









 





          NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:



          SECTION 1. Amendments to the TAA. Effective as of the date hereof and subject to the
satisfaction of the conditions precedent set forth in Section 3 hereof, the TAA is hereby amended
as follows:



               Section 1.1. Section 1.1 is amended by amending and restating the definition of “Commitment
Termination Date,” such definition to read in its entirety as follows:




“Commitment Termination Date” means the earliest to occur of (a) February
19, 2008, (b) the date the commitment of any Program Support Provider terminates
under any Program Support Agreement, and (c) the date of termination of any Program
Support Agreement; provided, that in any event the Commitment Termination
Date shall not occur prior to February 13, 2006 (or such later date as to which the
SPV, Arrow, each Conduit Investor, Funding Agent and Alternate Investor affected
thereby and the Administrative Agent may agree in writing).



               Section 1.2. Section 1.1 is amended by adding the following clause (v) to the definition of
“Receivable,”:




"(v) which are not Receivables owed by SPX Corp., by Actron Manufacturing Company (a
subsidiary of SPX Corp.) or any successor thereto.”



               Section 1.3. Schedule II is amended by amending and restating the definition of “Yield
Reserve,” such definition to read in its entirety as follows:




“Yield Reserve” for any Calculation Period means an amount equal to the
product of (a) the Net Investment as of the most recent Month End Date, (b) the sum
of (i) the weighted average rates used to calculate Yield accrued and to accrue
through the end of each Rate Period with respect to all Portions of Investment
funded by the EFC Conduit Investor, (ii) the aggregate of the fee percentages used
to calculate the Program Fee, the Facility Fee and the Administrative Fee set forth
in Schedule IV and the Fee Letter with respect to such Calculation Period, and (iii)
2.125%, and (c) the quotient, expressed as a percentage, of (i) 2.00 multiplied by
the Days Sales Outstanding divided by (ii) 360.



               Section 1.4. From and after the date upon which the Administrative Agent receives a letter
from Milbank, Tweed, Hadley & McCloy LLP as to the effect of the amendments contained herein on the
conclusions reached in that certain opinion dated March 21, 2001 as to certain bankruptcy matters
in a form satisfactory to the Administrative Agent (the “Delivery Date”), Subsection 4.1(f)
is amended by deleting clause (iii) thereto.



 









 





               Section 1.5. From and after the Delivery Date, Section 6.1 is amended by amending and
restating clause (k) thereof, such clause to read in its entirety as follows:



          ”(k) [RESERVED].”



               Section 1.6. As of the effective date of this Amendment, Wachovia Bank, National Association,
as Alternate Investor and Funding Agent and Blue Ridge Asset Funding Corporation, as Conduit
Investor (collectively, the “New TAA Parties”), shall each be a party to the TAA and, to
the extent provided in this Amendment, have the rights and obligations of an Alternate Investor,
Funding Agent or Conduit Investor, as applicable, thereunder.



     Accordingly, each of the New TAA Parties (i) confirms that it has received a copy of the TAA,
the First Tier Agreement and each Originator Agreement together with copies of the financial
statements referred to in Section 6.1 of the TAA, to the extent delivered through the date of this
Amendment, and such other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Amendment; (ii) appoints and authorizes the
Administrative Agent and the Related Funding Agent to take such action as Administrative Agent or
the Related Funding Agent on its behalf and to exercise such powers and discretion under the TAA
and the other Transaction Documents as are delegated to the Administrative Agent or the Related
Funding Agent by the terms thereof, together with such powers and discretion as are reasonably
incidental thereto; (iii) agrees that it will perform in accordance with their terms all of the
obligations which by the terms of the TAA are required to be performed by it as an Alternate
Investor or Conduit Investor, as applicable; and (iv) specifies as its address for notices and its
account for payments the office and account set forth beneath its name on the signature pages
hereof.



               Section 1.7. Schedule A to the TAA is deleted in its entirety and is replaced with the
schedule attached hereto as Annex I.



               Section 1.8. Schedule B to the TAA is deleted in its entirety and is replaced with the
schedule attached hereto as Annex II.



               Section 1.9. Schedule IV to the TAA is amended by amending and restating the table contained
therein, such table to read in its entirety as follows:



 









 






	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	Program Fee	 
	 	 	 	 	 	 	 	Rate (Per Annum)	 
	 	 	 	 	 	 	 	(prior to an	 
	 	Rating	 	 	Facility Fee	 	 	Accounting Based	 
	 	S&P/Moody's	 	 	Rate (Per Annum)	 	 	Consolidation Event)	 
	 	Greater than or equal to A-/A3
	 	 	0.100%	 	 	0.175%	 
	 	BBB+/Baa1
	 	 	0.125%	 	 	0.175%	 
	 	BBB/Baa2
	 	 	0.150%	 	 	0.225%	 
	 	BBB-/Baa3
	 	 	0.200%	 	 	0.300%	 
	 	BB+/Ba1
	 	 	0.250%	 	 	0.450%	 
	 	BB/Ba2
	 	 	0.350%	 	 	0.550%	 
	 	BB-/Ba3
	 	 	0.500%	 	 	0.750%	 
	 	Less than BB-/Ba3 or not rated
by each of S&P and Moody’s
	 	 	Base Rate	 	 	0.000%	 
	 





               Section 1.10. Schedule 11.3 to the TAA is deleted in its entirety and is replaced with the
schedule attached hereto as Annex III.



          SECTION 2. Representations and Warranties of the SPV and Arrow. To induce the Conduit
Investors, Alternate Investors, the Funding Agents and the Administrative Agent to enter into this
Amendment, the SPV and Arrow each makes the following representations and warranties (which
representations and warranties shall survive the execution and delivery of this Amendment) as of
the date hereof, after giving effect to the amendments set forth herein:



               Section 2.1. Authority. The SPV and Arrow each has the requisite corporate power,
authority and legal right to execute and deliver this Amendment and to perform its obligations
hereunder and under the Transaction Documents, including the TAA (as modified hereby). The
execution, delivery and performance by the SPV and Arrow of this Amendment and their performance of
the Transaction Documents, including the TAA (as modified hereby), have been duly approved by all
necessary corporate action and no other corporate proceedings are necessary to consummate such
transactions.



               Section 2.2. Enforceability. This Amendment has been duly executed and delivered by
the SPV and Arrow. This Amendment is the legal, valid and binding obligation of the SPV and Arrow,
enforceable against the SPV and Arrow in accordance with its terms, subject to applicable
bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors
generally and the application of general principles of equity (regardless of whether considered in
a proceeding at law or in equity). The making and delivery of this Amendment and the performance
of the Agreement, as amended by this Amendment, do not violate any provision of law or any
regulation (except to the extent that the violation thereof could not, in the aggregate, be
expected to have a Material Adverse Effect or a material adverse effect on the condition (financial
or otherwise), business or properties of Arrow and the other



 









 








Originators, taken as a whole), or its charter or by-laws, or result in the breach of or
constitute a default under or require any consent under any indenture or other agreement or
instrument to which it is a party or by which it or any of its properties may be bound or affected.




               Section 2.3. 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 the date hereof after giving effect to this Amendment.



               Section 2.4. No Termination Event. After giving effect to this Amendment, no event
has occurred and is continuing that constitutes a Termination Event or a Potential Termination
Event.



          SECTION 3. Conditions Precedent. This Amendment shall become effective, as of the
date hereof, on the date on which the following conditions precedent shall have been fulfilled:



               Section 3.1. This Amendment. The Administrative Agent shall have received counterparts
of this Amendment, duly executed by each of the parties hereto.



               Section 3.2. Additional Documents. The Administrative Agent shall have received all
additional approvals, certificates, documents, instruments and items of information as the
Administrative Agent may reasonably request and all of the foregoing shall be in form and substance
reasonably satisfactory to the Administrative Agent and each Funding Agent.



               Section 3.3. Amendment Fee. Each of the Funding Agents shall have received payment of
an amendment fee equal to (i) 0.05% multiplied by (ii) the sum of the Commitments
of the related Alternate Investors and divided by (iii) 1.02.



          SECTION 4. References to and Effect on the Transaction Documents.



               Section 4.1. Except as specifically amended and modified hereby, each Transaction Document is
and shall continue to be in full force and effect and is hereby in all respects ratified and
confirmed.



               Section 4.2. The execution, delivery and effectiveness of this Amendment shall not operate as
a waiver of any right, power or remedy of any Investor, Funding Agent or the Administrative Agent
under any Transaction Document, nor constitute a waiver, amendment or modification of any provision
of any Transaction Document, except as expressly provided in Section 1 hereof.



               Section 4.3. This Amendment contains the final and complete integration of all prior
expressions by the parties hereto with respect to the subject matter hereof



 









 





and shall constitute the entire agreement among the parties hereto with respect to the subject
matter hereof superseding all prior oral or written understandings.




               Section 4.4. Each reference in the TAA to “this Agreement”, “hereunder”, “hereof” or words of
like import, and each reference in any other Transaction Document to “the Transfer and
Administration Agreement”, “thereunder”, “thereof” or words of like import, referring to the
Agreement, shall mean and be a reference to the Agreement as amended hereby.



               Section 4.5. Arrow and the SPV agree that as of the effective date of this Amendment, the
respective Commitments under the TAA of each of Bowand, LLC, Polonious Inc. and Danske Bank A/S
(collectively, the “Exiting Parties”) are hereby terminated and agree that each of the
Exiting Parties hereby ceases to be a party to the TAA.



          SECTION 5. Execution in Counterparts. This Amendment 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 Amendment by telefacsimile shall be effective as delivery of a manually executed
counterpart of this Amendment.



          SECTION 6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



          SECTION 7. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT
TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR
OTHERWISE, AMONG ANY OF THEM ARISING OUT OF, CONNECTED WITH, RELATING TO OR INCIDENTAL TO THE
RELATIONSHIP BETWEEN THEM IN CONNECTION WITH THIS AMENDMENT OR ANY OTHER TRANSACTION DOCUMENT.



 









 





               IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first above written.


	 	 	 	 	 
	 	Arrow Electronics Funding Corporation,
 as SPV

 	 
	 	By:  	/s/ Ira Birns
 	 
	 	 	Name:  	Ira Birns 	 
	 	 	Title:	President 	 
	 



	 	 	 	 	 
	 	Arrow Electronics, Inc.,
individually and as Master Servicer

 	 
	 	By:  	/s/ Ira Birns
 	 
	 	 	Name:  	Ira Birns 	 
	 	 	Title:	President 	 
	 



	 	 	 	 	 
	 	Kitty Hawk Funding Corporation,
as a Conduit Investor

 	 
	 	By:  	/s/ Jill A. Gordon
 	 
	 	 	Name:  	Jill A. Gordon 	 
	 	 	Title:	Vice President 	 
	 



	 	 	 	 	 
	 	Bank of America, National Association,
as a Funding Agent, as Administrative Agent, and as an
Alternate Investor

 	 
	 	By:  	/s/ Charu Mani
 	 
	 	 	Name:  	Charu Mani 	 
	 	 	Title:	Vice President 	 
	 




 









 









	   	Delaware Funding Company, LLC,
as a Conduit Investor
	 
	   	By: JPMorgan Chase Bank, N.A. (formerly known as

JPMorgan Chase Bank), its attorney-in-fact




	 	 	 	 	 
	 	 	 
	 	By:  	     /s/ Mark J. Connor
 	 
	 	 	Name:  	Mark Connor 	 
	 	 	Title:	Vice President 	 
	 



	 	 	 	 	 
	 	JPMorgan Chase Bank, N.A., 
(formerly known as JPMorgan Chase Bank) as a Funding
 Agent and as an Alternate Investor

 	 
	 	By:  	/s/ Mark J. Connor
 	 
	 	 	Name:  	Mark Connor 	 
	 	 	Title:	Vice President 	 
	 





	   	Alpine Securitization Corp., 
as a Conduit Investor
	 
	   	By: Credit Suisse First Boston, New York Branch,

its attorney-in-fact




	 	 	 	 	 
	 	 	 
	 	By:  	            /s/ Joseph Soave
 	 
	 	 	Name:  	Joseph Soave 	 
	 	 	Title:	Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	            /s/ Mark Golombeck
 	 
	 	 	Name:  	Mark Golombeck 	 
	 	 	Title:	Director 	 
	 



	 	 	 	 	 
	 	Credit Suisse First Boston, New York Branch
as a Funding Agent and as an Alternate Investor

 	 
	 	By:  	/s/ Josh Borg
 	 
	 	 	Name:  	Josh Borg 	 
	 	 	Title:	Vice President 	 
	 



	 	 	 	 	 




 









 






	 	 	 	 	 
	 	 	 
	 	By:  	     /s/ Alberto Zonca
 	 
	 	 	Name:  	Alberto Zonca 	 
	 	 	Title:	Director 	 
	 



	 	 	 	 	 
	 	Liberty Street Funding Corp., 
as a Conduit Investor

 	 
	 	By:  	/s/ Bernard J. Angelo
 	 
	 	 	Name:  	Bernard J. Angelo 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	The Bank of Nova Scotia, 
as a Funding Agent and as an Alternate Investor

 	 
	 	By:  	/s/ M. Kus
 	 
	 	 	Name:  	M. Kus 	 
	 	 	Title:	Director 	 
	 



	 	 	 	 	 
	 	Gotham Funding Corporation, 
as a Conduit Investor

 	 
	 	By:  	/s/ Geraldine St-Louis
 	 
	 	 	Name:  	Geraldine St-Louis	 
	 	 	Title:	Vice President 	 
	 



	 	 	 	 	 
	 	The Bank of Tokyo-Mitsubishi, Ltd., New York 
Branch, 
as a Funding Agent

 	 
	 	By:  	/s/ A.K. Reddy
 	 
	 	 	Name:  	A.K. Reddy 	 
	 	 	Title:	Vice President 	 
	 



	 	 	 	 	 
	 	The Bank of Tokyo-Mitsubishi, Ltd., New York 
Branch, 
as an Alternate Investor

 	 
	 	By:  	/s/ J. Terrence Dennehy
 	 
	 	 	Name:  	J. Terrence Dennehy 	 
	 	 	Title:	Authorized Signatory 	 
	 



	 	 	 	 	 



 









 






	 	 	 	 	 
	 	Old Line Funding, LLC, 
as a Conduit Investor

 	 
	 	By:  	/s/ Kimberly L. Wagner
 	 
	 	 	Name:  	Kimberly L. Wagner 	 
	 	 	Title:	Authorized Signatory 	 
	 



	 	 	 	 	 
	 	Royal Bank of Canada
as a Funding Agent and as an Alternate Investor

 	 
	 	By:  	/s/ Robert S. Jones
 	 
	 	 	Name:  	Robert S. Jones 	 
	 	 	Title:	Authorized Signatory 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	     /s/ Veronica L. Gallagher
 	 
	 	 	Name:  	Veronica L. Gallagher 	 
	 	 	Title:	Authorized Signatory 	 
	 



	 	 	 	 	 
	 	Blue Ridge Asset Funding Corporation
as a Conduit Investor

 	 
	 	By:  	/s/ Douglas R. Wilson, Sr.
 	 
	 	 	Name:  	Douglas R. Wilson, Sr. 	 
	 	 	Title:	Vice President 	 
	 



	 	 	 	 	 
	 	Wachovia Bank, National Association, 
as a Funding Agent and as an Alternate Investor

 	 
	 	By:  	/s/ William P. Rutkowski
 	 
	 	 	Name:  	William P. Rutkowski 	 
	 	 	Title:	Vice President 	 



 









 






	 	 	 	 	 



ANNEX I




Schedule A




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	Conduit	 	 	Related	 	 	 	 	 	Alternate	 
	 	 	 	 	Funding	 	 	Alternate	 	 	Related Funding	 	 	Investor(s)	 
	 	Conduit Investor	 	 	Limit	 	 	Investor(s)	 	 	Agent	 	 	Commitment	 
	 	Kitty Hawk Funding

Corporation

	 	 	$	82,280,000	 	 	 	Bank of America,
National
Association
	 	 	Bank of America,
National
Association
	 	 	$	82,280,000	 	 
	 	Delaware Funding

Company, LLC

	 	 	$	82,280,000	 	 	 	JPMorgan Chase
Bank, N.A.
(formerly known as
JPMorgan Chase
Bank)
	 	 	JPMorgan Chase
Bank, N.A.
(formerly known as
JPMorgan Chase
Bank)
	 	 	$	82,280,000	 	 
	 	Alpine
Securitization
Corp.

	 	 	$	82,280,000	 	 	 	Credit Suisse First

Boston, New York

Branch
	 	 	Credit Suisse First

Boston, New York

Branch
	 	 	$	82,280,000	 	 
	 	Liberty Street
Funding Corp.

	 	 	$	82,280,000	 	 	 	The Bank of Nova
Scotia
	 	 	The Bank of Nova
Scotia
	 	 	$	82,280,000	 	 
	 	Gotham Funding

Corporation

	 	 	$	82,280,000	 	 	 	The Bank of
Tokyo-Mitsubishi,
Ltd., New York
Branch
	 	 	The Bank of
Tokyo-Mitsubishi,
Ltd., New York
Branch
	 	 	$	82,280,000	 	 
	 	Old Line Funding,

LLC

	 	 	$	74,800,000	 	 	 	Royal Bank of Canada
	 	 	Royal Bank of Canada
	 	 	$	74,800,000	 	 
	 	Blue Ridge Asset

Funding Corporation

	 	 	$	74,800,000	 	 	 	Wachovia Bank,

National

Association
	 	 	Wachovia Bank,

National

Association
	 	 	$	74,800,000	 	 
	 





 









 






Annex II




SCHEDULE B




Match Funding Conduit Investors




Kitty Hawk Funding Corporation




Old Line Funding, LLC




Gotham Funding Corporation




 









 








Annex III




SCHEDULE 11.3




Address and Payment Information




If to the Conduit Investors:




	 	 	 
	(1)

	 	Kitty Hawk Funding Corporation
	

	 	Lord Securities
	

	 	48 Wall Street
	

	 	27th Floor
	

	 	New York, New York 10005
	

	 	Attention: Jill Gordon
	

	 	Telephone: 212/346-9021
	

	 	Facsimile: 212/346-9012
	 
	 	 
	(2)

	 	Delaware Funding Company, LLC
	

	 	c/o JPMorgan Securities Inc.
	

	 	270 Park Avenue, 10th Floor
	

	 	New York, New York 10017
	

	 	Attention: Christopher Lew
	

	 	Telephone: 212/834-5469
	

	 	Facsimile: 212/834-6657
	 
	 	 
	(3)

	 	Alpine Securitization Corp.
	

	 	c/o Credit Suisse First Boston, New York Branch
	

	 	as Administrative Agent
	

	 	11 Madison Avenue
	

	 	New York, NY 10010
	

	 	Attention: Joe Soave
	

	 	Telephone: 212/325-9082
	

	 	Facsimile: 212/325-4519
	 
	 	 
	(4)

	 	Liberty Street Funding Corp.
	

	 	c/o Global Securitization Services, LLC
	

	 	114 West 47th Street
	

	 	Suite 1715
	

	 	New York, NY 10036
	

	 	Attention: Andrew L. Stidd
	

	 	Telephone: 212/302-5151
	

	 	Facsimile: 212/302-8767
	 
	 	 
	(5)

	 	Gotham Funding Corporation
	

	 	c/o The Bank of Tokyo-Mitsubishi, Ltd., New York Branch
	

	 	1251 Avenue of the Americas
	

	 	New York, New York 10020
	

	 	Attention: Devang Sodha
	

	 	Telephone: 212/782-5980






 









 






	 	 	 
	

	 	Facsimile: 212/782-6998
	 
	 	 
	(6)

	 	Old Line Funding, LLC
	

	 	c/o Global Securitization Services, LLC
	

	 	445 Broad Hollow Road
	

	 	Suite 239
	

	 	Melville, NY 11747
	

	 	Attention: Tony Wong
	

	 	Tel. No.: (631) 930-7207
	

	 	Facsimile No.: (212) 302-8767
	 
	 	 
	

	 	With a copy to:
	

	 	Old Line Funding, LLC
	

	 	One Little Falls Centre
	

	 	2711 Centerville Road
	

	 	Suite 215
	

	 	Wilmington, DE 19808
	

	 	Attn: Kim Wagner
	

	 	Tel: (302) 892-5903
	

	 	Fax: (302) 892-5900
	

	 	E-mail: conduit_administration@rbccm.com
	 
	 	 
	(7)

	 	Blue Ridge Asset Funding Corporation
	

	 	c/o Wachovia Capital Markets, LLC
	

	 	301 South College Street, TW-16
	

	 	Mail Stop NC-0171
	

	 	Charlotte, NC 28288
	

	 	Attention: Douglas R. Wilson
	

	 	Tel. No.: (704) 374-2520
	

	 	Facsimile No.: (704) 383-9579






If to the Alternate Investors:




	 	 	 
	 
	 	 
	(1)

	 	Bank of America, National Association
	

	 	NC1-027-19-01
	

	 	214 North Tryon Street, 19th Floor
	

	 	Charlotte, NC 28255
	

	 	Attention: Global Asset Backed Securitization Group;
	

	 	Portfolio Management
	

	 	Attention: Charu Mani
	

	 	Telephone: 704/683-4692
	

	 	Facsimile: 704/388-9169
	 
	 	 
	(2)

	 	JPMorgan Securities Inc.
	

	 	c/o Delaware Funding Company, LLC

	

	 	270 Park Avenue, 10th Floor






 









 






	 	 	 
	

	 	New York, New York 10017
	

	 	Attention: Christopher Lew
	

	 	Telephone: 212/834-5469
	

	 	Facsimile: 212/834-6657
	 
	 	 
	(3)

	 	Credit Suisse First Boston, New York Bank
	

	 	11 Madison Avenue
	

	 	New York, New York 10010
	

	 	Attention: Joe Soave
	

	 	Telephone: 212/325-9082
	

	 	Facsimile: 212/325-4519
	 
	 	 
	(4)

	 	The Bank of Nova Scotia
	

	 	1 Liberty Plaza, 26th Floor
	

	 	New York, New York 10006
	

	 	Attention: Richard L. Taiano
	

	 	Telephone: 212/225-5070
	

	 	Facsimile: 212/225-5290
	 
	 	 
	(5)

	 	The Bank of Tokyo-Mitsubishi, Ltd., New York Branch
	

	 	1251 Avenue of the Americas
	

	 	New York, New York 10020
	

	 	Attention: US Corporate Banking, PMG Group, Spencer Hughes
	

	 	Telephone: 212/782-4226
	 
	 	 
	 
	 	 
	(6)

	 	Royal Bank of Canada
	

	 	One Liberty Plaza, 5th Floor
	

	 	New York, NY 10006-1404
	

	 	Attention: Managing Director, Global Securitization Group
	

	 	Tel No.: (212) 428-6537
	

	 	Facsimile No.: (212) 428-2304
	 
	 	 
	

	 	With a copy to:
	

	 	Old Line Funding, LLC
	

	 	One Little Falls Centre
	

	 	2711 Centerville Road
	

	 	Suite 215
	

	 	Wilmington, DE 19808
	

	 	Attn: Kim Wagner
	

	 	Tel: (302) 892-5903
	

	 	Fax: (302) 892-5900
	

	 	E-mail: conduit_administration@rbccm.com
	 
	 	 
	(7)

	 	Wachovia Bank, National Association
	

	 	191 Peachtree Street, N.E.
	

	 	Mail Stop GA-8088
	

	 	Atlanta, GA 30303






 









 






	 	 	 
	

	 	Attention: Victoria Dudley
	

	 	Telephone: (404) 332-6562
	

	 	Fax: (404) 332-5152






If to the Funding Agents:




	 	 	 
	 
	 	 
	(1)

	 	Bank of America, National Association,
	

	 	as Funding Agent for Kitty Hawk Funding Corporation
	

	 	NC1-027-19-01
	

	 	214 North Tryon Street, 19th Floor
	

	 	Charlotte, NC 28255
	

	 	Attention:Global Asset Backed Securitization Group;
	

	 	Portfolio Management
	

	 	Telephone:704/683-4692
	

	 	Facsimile:704/388-9169
	 
	 	 
	

	 	Payment Information:
	 
	 	 
	

	 	Deutsche Bank
	

	 	ABA 021001033
	

	 	Account No.: 00362941
	

	 	Account Name: DB as Depository for KHFC
	 
	 	 
	(2)

	 	JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank)
	

	 	as Funding Agent for Delaware Funding Company, LLC
	

	 	One Bank One Plaza
	

	 	Mail Suite: IL1-0079
	

	 	Chicago, IL 60670
	

	 	Attention: D’Andrea Anderson
	

	 	Telephone: (312) 732-7206
	

	 	Facsimile: (312) 732-1844
	 
	 	 
	

	 	Payment Information:
	 
	 	 
	

	 	Bank One, NA
	

	 	ABA No. 071000013
	

	 	Account No. 645475310
	

	 	Reference: DFC/Arrow Electronics
	

	 	Attention: D’Andrea Anderson
	 
	 	 
	(3)

	 	Credit Suisse First Boston New York Branch,
	

	 	as Funding Agent for Alpine Securitization Corp.
	

	 	11 Madison Avenue






 









 






	 	 	 
	

	 	New York, New York 10010
	

	 	Attention: Joe Soave
	

	 	Telephone: 212/325-9082
	

	 	Facsimile: 212/325-4519
	 
	 	 
	

	 	Payment Information:
	 
	 	 
	

	 	Bank of New York
	

	 	ABA No. 02-000-018
	

	 	Account No. 890-038-7025
	

	 	Reference: Arrow Funding
	 
	 	 
	(4)

	 	The Bank of Nova Scotia,
	

	 	as Funding Agent for Liberty Street Funding Corp.
	

	 	1 Liberty Plaza, 26th Floor
	

	 	New York, New York 10006
	

	 	Attention: Richard L. Taiano
	

	 	Telephone: 212/225-5070
	

	 	Facsimile: 212/225-5290
	 
	 	 
	

	 	Payment Information:
	 
	 	 
	

	 	The Bank of Nova Scotia- New York Agency
	

	 	ABA No. 026-002-532
	

	 	Account No. 02158-13
	

	 	Reference: Arrow Electronics Funding Corporation [Reason for Payment]
	 
	 	 
	(5)

	 	The Bank of Tokyo-Mitsubishi, Ltd., New York Branch
	

	 	as Funding Agent for Gotham Funding Corporation
	

	 	1251 Avenue of the Americas
	

	 	10th Floor
	

	 	New York, New York 10020
	

	 	Attention: Aditya Reddy
	

	 	Telephone: 212/782-6957
	

	 	Facsimile: 212/782-6448
	 
	 	 
	

	 	Payment Information:
	 
	 	 
	

	 	Bank of Tokyo-Mitsubishi Trust Company
	

	 	ABA No. 026-009-687
	

	 	Account Name: Gotham Funding Corporation
	

	 	Account No. 310035147
	

	 	Reference: Arrow — Electronics
	 
	 	 
	(6)

	 	Royal Bank of Canada
	

	 	as Funding Agent for Old Line Funding, LLC
	

	 	Global Securitization Group
	

	 	One Liberty Plaza
	

	 	New York, New York 10006-1404
	

	 	Attention:Tony Cowart






 









 






	 	 	 
	

	 	Telephone: 212/428-6291
	

	 	Facsimile: 212/428-2304
	 
	 	 
	

	 	With a copy to:
	

	 	Old Line Funding, LLC
	

	 	One Little Falls Centre
	

	 	2711 Centerville Road
	

	 	Suite 215
	

	 	Wilmington, DE 19808
	

	 	Attn: Kim Wagner
	

	 	Tel: (302) 892-5903
	

	 	Fax: (302) 892-5900
	

	 	E-mail: conduit_administration@rbccm.com
	

	 	E-mail CC: Kevin.Wilson@rbccm.com
	 
	 	 
	

	 	Payment Information:
	 
	 	 
	

	 	Deutsche Bank Trust Company Americas
	

	 	ABA #021-001-033
	

	 	Account Name: Old Line Funding Corporation
	

	 	Account # 048-72-850
	

	 	Reference: Kim Sukdeo/Arrow Electronics
	

	 	(212) 602-1263
	 
	 	 
	(7)

	 	Wachovia Bank, National Association
	

	 	as Funding Agent for Blue Ridge Asset Funding Corporation
	

	 	201 South College Street
	

	 	Charlotte, NC 28288
	

	 	Attention: Sherry McInturf
	

	 	Telephone: (704) 715-1125
	

	 	Fax: (404) 332-5152
	 
	 	 
	

	 	Payment Information:
	 
	 	 
	

	 	First Union National Bank
	

	 	ABA# 053000219
	

	 	Acct. Name: CP Liability Account
	

	 	Account Number: 2000010384921
	

	 	Reference: Arrow Electronics






If to the SPV:




	 
	Arrow Electronics Funding Corporation

	7459 South Lima Street

	Building 2

	Englewood, Colorado 80112







 









 






	 
	Telephone:

	Facsimile:

	 

	Payment Information:

	Chase Manhattan Bank

	ABA 021 000 021

	Account No. 323-1-96500

	Reference A/R Securitization Funding

	 

	If to Arrow or the Master Servicer:

	 

	Arrow Electronics, Inc.

	50 Marcus Drive

	Melville, New York 11747

	Telephone: (631) 847-1657

	Facsimile: (631) 847-5379

	 
	Payment Information:

	 

	Chase Manhattan Bank

	New York, NY

	ABA 021000021

	Account No. 144-0-91175

	 

	If to the Administrative Agent:

	 

	Bank of America, National Association

	NC1-027-19-01

	214 North Tryon Street, 19th Floor

	Charlotte, NC 28255

	Attention: Global Asset Backed Securitization Group; Portfolio Management

	Attention: Charu Mani

	Telephone: 704/683-4692

	Facsimile: 704/388-9169

	 

	Additional copy of Master Servicer Report, Investment Request to be delivered to:

	 

	Bank of America, National Association,

	as Administrator

	NC1-027-19-01

	214 North Tryon Street

	Charlotte, NC 28255

	Attention: Global Asset Backed Securitization Group; Portfolio Management, Tim Pacitto

	Telephone: 704/388-9464

	Facsimile: 704/388-0027







 









 






	 
	Email: timothy.pacitto@bankofamerica.com

	Payment Information:

	 

	Collection Account

	 

	ABA 026009593

	Account Name: BA as Agent for Investors — Collection Account (Arrow)

	Account No. 0006 8765 0051

	Reference: Arrow Electronics

	 

	Funding Account

	 

	ABA 026009593

	Account Name: BA as Agent for Investors — Arrow Electronics

	Account No. 0006 8765 0048

	Reference: Arrow Electronics