EX-10.1






Exhibit 10.1




AMENDMENT NO. 4 TO

SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT




This Amendment No. 4 to Second Amended and Restated Receivables Purchase Agreement (this
“Amendment”) is dated as of August 23, 2012, among Avnet Receivables Corporation, a
Delaware corporation (“Seller”), Avnet, Inc., a New York corporation (“Avnet”), as
initial Servicer (the Servicer together with Seller, the “Seller Parties” and each a
“Seller Party”), the entities party hereto and identified as a “Financial Institution”
(together with any of their respective successors and assigns hereunder, the “Financial
Institutions”), the entities party hereto and identified as a “Company” (together with any of
their respective successors and assigns hereunder, the “Companies”) and JPMorgan Chase
Bank, N.A. (successor by merger to Bank One, NA (Main Office Chicago)), as agent for the Purchasers
or any successor agent hereunder (together with its successors and assigns hereunder, the
“Agent”), amending the Second Amended and Restated Receivables Purchase Agreement, dated as
of August 26, 2010, as amended by Amendment No. 1 thereto, dated as of December 28, 2010, Amendment
No. 2 thereto, dated as of August 25, 2011, and Amendment No. 3 thereto, dated as of March 7, 2012,
each among the Seller Parties, the Financial Institutions, the Companies, and the Agent (the
“Original Agreement,” and as further amended, modified or supplemented from time to time,
the “Receivables Purchase Agreement”).



RECITALS




The parties hereto are parties to the Original Agreement and they now desire to amend the
Original Agreement, subject to the terms and conditions hereof, as more particularly described
herein.



AGREEMENT




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. Definitions Used Herein. Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings set forth for such terms in, or incorporated by
reference into, the Original Agreement.



Section 2. Amendment. Subject to the terms and conditions set forth herein, the
Original Agreement is hereby amended as follows:



(a) The following is added as a new seventh paragraph of the Preliminary Statements to the
Original Agreement:




“In connection with Amendment No. 4 to this Agreement, dated as of August 23,
2012, Bank of America, National Association (“BOFA”) and Sumitomo Mitsui Banking
Corporation (“SMBC”) became parties to this Agreement as Financial Institutions,
Bank of America, National Association (the “BOFA Company”) and Manhattan Asset
Funding Company LLC (the “SMBC Company”) became parties to this Agreement as
Companies and each of Wells, the Wells Company, RBS, the RBS Company, BNP and the
BNP Company ceased to be a party to this Agreement.”



(b) Section 9.1(f) of the Original Agreement is hereby deleted in its entirety and replaced
with the following:




“As at the end of any fiscal month, the three-month rolling average of the
Delinquency Ratio Trigger shall exceed 9.50%, or the three-month rolling average of
the Dilution Ratio Trigger shall exceed 9.00%, or the three-month rolling average of
the Loss Ratio Trigger shall exceed 7.00%.”



(c) Section 10.2(a) of the Original Agreement is hereby deleted in its entirety and replaced
with the following:




“If any Regulatory Requirement (i) subjects any Purchaser or any Funding Source
to any charge or withholding on or with respect to any Funding Agreement or this
Agreement or a Purchaser’s or Funding Source’s obligations under a Funding Agreement
or this Agreement, or on or with respect to the Receivables, or changes the basis of
taxation of payments to any Purchaser or any Funding Source of any amounts payable
under any Funding Agreement or this Agreement (except for changes in the rate of tax
on the overall net income of a Purchaser or Funding Source or taxes excluded by
Section 10.1) or (ii) imposes, modifies or deems applicable any reserve,
assessment, fee, tax, insurance charge, special deposit or similar requirement
against assets of, deposits with or for the account of, or liabilities of a Funding
Source or a Purchaser, or credit extended by a Funding Source or a Purchaser
pursuant to a Funding Agreement or this Agreement or (iii) imposes any other
condition the result of which is to increase the cost to a Funding Source or a
Purchaser of performing its obligations under a Funding Agreement or this Agreement,
or to reduce the rate of return on a Funding Source’s or Purchaser’s capital or
assets as a consequence of its obligations under a Funding Agreement or this
Agreement, or to reduce the amount of any sum received or receivable by a Funding
Source or a Purchaser under a Funding Agreement or this Agreement, or to require any
payment calculated by reference to the amount of interests or loans held or interest
received by it, then, upon demand by the Agent, which demand shall be made at least
30 days prior to the date of any payment by the Seller pursuant to this Section
10.2 and shall include an explanation in reasonable detail of the manner in
which such amounts shall have been determined, Seller shall pay to the Agent, for
the benefit of the relevant Funding Source or Purchaser, such amounts charged to
such Funding Source or Purchaser or such amounts to otherwise compensate such
Funding Source or such Purchaser for such increased cost or such reduction.
Notwithstanding anything to the contrary contained herein, Seller shall not be
liable for any amounts for any such costs or reduced returns incurred by the party
demanding payment under this Section 10.2 more than 90 days before the
related demand for payment. The term “Regulatory Requirement” shall mean (i) the
adoption after August 26, 2010 of any applicable law, rule or regulation (including
any applicable law, rule or regulation regarding capital adequacy or liquidity
coverage) or any change therein after August 26, 2010, (ii) any change after August
26, 2010 in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance with any request or directive (whether or not
having the force of law) of any such authority, central bank or comparable agency,
or (iii) the compliance, whether commenced prior to or after August 25, 2011, by any
Funding Source or Purchaser with (A) the final rule titled Risk-Based Capital
Guidelines; Capital Adequacy Guidelines; Capital Maintenance: Regulatory Capital;
Impact of Modifications to Generally Accepted Accounting Principles; Consolidation
of Asset-Backed Commercial Paper Programs; and Other Related Issues, adopted by the
United States bank regulatory agencies on December 15, 2009, (B) the Dodd-Frank Wall
Street Reform and Consumer Protection Act, as amended from time to time, (C) any
requests, rules, regulations, guidelines or directives promulgated in connection
with the foregoing by any such agency or (D) any requests, rules, regulations,
guidelines or directives promulgated by the Bank for International Settlements, the
Basel Committee on Banking Supervision (or any successor or similar authority) or
the United States regulatory authorities, in each case pursuant to Basel III.”



(d) The words “Regulatory Change” in the first sentence of Section 10.2(c) of the Original
Agreement are hereby deleted and replaced with “Regulatory Requirement”.



(e) The third sentence of Section 12.1(b) of the Original Agreement is hereby deleted in its
entirety and replaced with the following:




“Each assignee of a Financial Institution must (i) have a short-term debt
rating of A-1 or better by S&P and P-1 by Moody’s (except in the case of BOFA) and
(ii) agree to deliver to the Agent, promptly following any request therefor by the
Agent or the Company in such selling Financial Institution’s Purchaser Group, an
enforceability opinion in form and substance satisfactory to the Agent and such
Company.”



(f) Section 12.1(c) of the Original Agreement is hereby deleted in its entirety and replaced
with the following:




“Each of the Financial Institutions other than BOFA agrees that in the event
that it shall cease to have a short-term debt rating of A-1 or better by S&P and P-1
by Moody’s (an “Affected Financial Institution”), such Affected Financial
Institution shall be obliged, at the request of the Company in such Affected
Financial Institution’s Purchaser Group or the Agent, to assign all of its rights
and obligations hereunder to (x) another Financial Institution in such Affected
Financial Institution’s Purchaser Group or (y) another funding entity nominated by
the Agent or any Financial Institution and acceptable to the Company in such
Affected Financial Institution’s Purchaser Group, and willing to participate in this
Agreement through the Liquidity Termination Date in the place of such Affected
Financial Institution; provided that the Affected Financial Institution
receives payment in full, pursuant to an Assignment Agreement, of an amount equal to
such Financial Institution’s Pro Rata Share of the Aggregate Capital and Yield owing
to the Financial Institutions in such Affected Financial Institution’s Purchaser
Group and all accrued but unpaid fees and other costs and expenses payable in
respect of its Pro Rata Share of the Purchaser Interests of the Financial
Institutions in such Affected Financial Institution’s Purchaser Group.”



(g) The following definitions are hereby added to Exhibit I to the Original Agreement
immediately after the definition of “BNP-BTMU Transferred Capital”:




““BOFA” has the meaning set forth in the Preliminary Statements to this
Agreement.”




““BOFA Company” has the meaning set forth in the Preliminary Statements to
this Agreement.”



(h) The definition of “Liquidity Termination Date” in Exhibit I to the Original Agreement is
hereby deleted in its entirety and replaced with the following:




““Liquidity Termination Date” means August 22, 2013.”



(i) The definition of “Purchase Limit” in Exhibit I to the Original Agreement is hereby
deleted in its entirety and replaced with the following:




““Purchase Limit” means $800,000,000, as such amount may be modified in
accordance with the terms of Section 4.6(b).”



(j) The definition of “Purchase Price” in Exhibit I to the Original Agreement is hereby
deleted in its entirety and replaced with the following:




““Purchase Price” means, with respect to any Incremental Purchase of a
Purchaser Interest, the amount paid to Seller for such Purchaser Interest which
shall not exceed the least of (i) the amount requested by Seller in the applicable
Purchase Notice, (ii) the unused portion of the Purchase Limit on the applicable
purchase date and (iii) the excess, if any, of (A) 97% or, if the Purchaser Interest
Condition is existing on the applicable purchase date, 100% of the amount equal to
(1) the Net Receivables Balance on the applicable purchase date, minus (2) the
Aggregate Reserves on the applicable purchase date, over (B) the aggregate
outstanding amount of Aggregate Capital on the applicable purchase date, immediately
prior to such proposed Incremental Purchase.”



(k) The definition of “Regulatory Change” in Exhibit I to the Original Agreement is hereby
deleted in its entirety and replaced with the following definition of “Regulatory Requirement”:




““Regulatory Requirement” has the meaning set forth in Section
10.2(a).”



(l) The following definitions are hereby added to Exhibit I to the Original Agreement
immediately after the definition of “Settlement Period”:




““SMBC” has the meaning set forth in the Preliminary Statements to this
Agreement.”




““SMBC Company” has the meaning set forth in the Preliminary Statements to
this Agreement.”



(m) Schedule A to the Original Agreement is hereby deleted in its entirety and replaced by
Schedule A hereto.



(n) Paragraph a of the definition of “Company Costs” in Schedule C to the Original Agreement
is hereby deleted in its entirety and replaced with the following:




“a. For any Purchaser Interest purchased by the Bank One Company, for any day,
an amount equal to (i) the product of (A) the Daily/30 Day LIBOR Rate in respect of
such day, and (B) the aggregate Capital associated with each Purchaser Interest that
shall have been funded by the Bank One Company with the issuance of Commercial
Paper, divided by (ii) 360. “Daily/30 Day LIBOR Rate” shall mean, for any
day, a rate per annum equal to the thirty (30) day London-Interbank Offered Rate
appearing on the Bloomberg BBAM (British Bankers Association) Page (or on any
successor or substitute page of such service, providing rate quotations comparable
to those currently provided on such page of such service, as determined by the Agent
from time to time in accordance with its customary practices for purposes of
providing quotations of interest rates applicable to U.S. Dollar deposits in the
London interbank market) at approximately 11:00 a.m. (London time) on such day or,
if such day is not a Business Day in London, the immediately preceding Business Day
in London. In the event that such rate is not available on any day at such time for
any reason, then the “Daily/30 Day LIBOR Rate” for such day shall be the rate at
which thirty (30) day U.S. Dollar deposits of $5,000,000 are offered by the
principal London office of the Agent in immediately available funds in the London
interbank market at approximately 11:00 a.m. (London time) on such day; and if the
Agent is for any reason unable to determine the Daily/30 Day LIBOR Rate in the
foregoing manner or has determined in good faith that the Daily/30 Day LIBOR Rate
determined in such manner does not accurately reflect the cost of acquiring, funding
or maintaining a Purchaser Interest, the Daily/30 Day LIBOR Rate for such day shall
be the Alternative Base Rate.”



(o) Paragraph c of the definition of “Company Costs” in Schedule C to the Original Agreement
is hereby deleted in its entirety and replaced with the following:




“c. For any Purchaser Interest purchased by the BOFA Company, for any day, the
Capital of such Purchaser Interest multiplied by the per annum rate equal to (i) the
rate per annum (carried out to the fifth decimal place) equal to the rate determined
by BOFA to be the offered rate that appears on the page of the Reuters Screen on
such day that displays an average British Bankers Association Interest Settlement
Rate (such page currently being LIBOR01) for deposits in United States dollars (for
delivery on a date two Business Days later) with a term equivalent to one month;
(ii) in the event that either (A) the rate referenced in the preceding subsection
(i) does not appear on such page or service or such page or service shall cease to
be available or (B) BOFA shall determine in its discretion to use a different source
to determine the British Bankers Association Interest Settlement Rate, the rate per
annum (carried to the fifth decimal place) equal to the rate determined by BOFA to
be the offered rate on such day on such other page or other service that displays an
average British Bankers Association Interest Settlement Rate for deposits in United
States dollars (for delivery on a date two Business Days later) with a term
equivalent to one month; or (iii) in the event the rates referenced in the preceding
clauses (i) and (ii) are not available, the rate per annum determined by BOFA on
such day as the rate of interest at which United States dollar deposits (for
delivery on a date two Business Days later than such day) in same day funds in the
approximate amount of the Capital of the BOFA Company’s Purchaser Interest and with
a term equivalent to one month would be offered by its London Branch to major banks
in the London interbank Eurodollar market at their request.



(p) Paragraph d of the definition of “Company Costs” in Schedule C to the Original Agreement
is hereby deleted in its entirety and replaced with the following:




“d. For any Purchaser Interest purchased by the SMBC Company, for any day, the
sum of (i) discount or yield accrued on Pooled Commercial Paper (as defined below)
on such day, plus (ii) any and all accrued commissions in respect of placement
agents and Commercial Paper dealers, and issuing and paying agent fees incurred, in
respect of such Pooled Commercial Paper for such day, plus (iii) other costs
associated with funding small or odd-lot amounts with respect to all receivable
purchase facilities which are funded by Pooled Commercial Paper for such day, minus
(iv) any accrual of income net of expenses received on such day from investment of
collections received under all receivable purchase facilities funded substantially
with Pooled Commercial Paper, minus (v) any payment received on such day net of
expenses in respect of broken funding costs related to the prepayment of any
purchaser interest of the SMBC Company pursuant to the terms of any receivable
purchase facilities funded substantially with Pooled Commercial Paper. In addition
to the foregoing costs, if Seller shall request any Incremental Purchase during any
period of time determined by the SMBC Company (or by the SMBC Company’s agent on its
behalf) in its sole discretion to result in incrementally higher Company Costs with
respect to the SMBC Company applicable to such Incremental Purchase by the SMBC
Company, the Capital associated with any such Incremental Purchase shall, during
such period, be deemed to be funded by the SMBC Company in a special pool (which may
include capital associated with other receivable purchase facilities) for purposes
of determining such additional Company Costs applicable only to such special pool
and charged each day during such period against such Capital. Each Purchaser
Interest funded substantially with Pooled Commercial Paper will accrue Company Costs
with respect to the SMBC Company each day on a pro rata basis, based upon the
percentage share the Capital in respect of such Purchaser Interest represents in
relation to all assets held by the SMBC Company and funded substantially with Pooled
Commercial Paper. For the purposes of this paragraph (d), “Pooled Commercial
Paper” means Commercial Paper notes of the SMBC Company subject to any
particular pooling arrangement by the SMBC Company, but excluding Commercial Paper
issued by the SMBC Company for a tenor and in an amount specifically requested by
any Person in connection with any agreement effected by the SMBC Company. For each
Settlement Period, the SMBC Company shall calculate its aggregate Company Costs for
such Settlement Period and report such Company Costs to the Agent pursuant to
Section 3.3 of this Agreement.”



(q) Paragraph g of the definition of “Company Costs” in Schedule C to the Original Agreement
is hereby deleted in its entirety.



Section 3. Assignments. In connection with the amendment hereunder, the following
assignments shall be effected as of the date hereof:



(a) Assignments Relating to Exiting Purchasers. The following assignments are hereby
made in connection with the exit of the RBS Company, the BNP Company and the Wells Company:



(i) In consideration of the payment by the BOFA Company to the RBS Company, in immediately
available funds, of an amount equal to $100,000,000, representing 100% of the Capital of the RBS
Company’s Purchaser Interests outstanding under the Original Agreement (such percentage amount, the
“RBS Company Transferred Capital”), the RBS Company hereby sells, transfers and assigns to
the BOFA Company, without recourse, the RBS Company Transferred Capital and all related rights and
obligations under the Receivables Purchase Agreement and under the Transaction Documents.



(ii) In consideration of the payment by the SMBC Company to the BNP Company, in immediately
available funds, of an amount equal to $100,000,000, representing 100% of the Capital of the BNP
Company’s Purchaser Interests outstanding under the Original Agreement (such percentage amount, the
“BNP Company Transferred Capital”), the BNP Company hereby sells, transfers and assigns to
the SMBC Company, without recourse, the BNP Company Transferred Capital and all related rights and
obligations under the Receivables Purchase Agreement and under the Transaction Documents.



(iii) In consideration of the payment by the BTMU Company to the Wells Company, in immediately
available funds, of an amount equal to $25,000,000, representing 25% of the Capital of the Wells
Company’s Purchaser Interests outstanding under the Original Agreement (such percentage amount, the
“Wells-BTMU Company Transferred Capital”), the Wells Company hereby sells, transfers and
assigns to the BTMU Company, without recourse, the Wells-BTMU Company Transferred Capital and all
related rights and obligations under the Receivables Purchase Agreement and under the Transaction
Documents.



(iv) In consideration of the payment by the PNC Company to the Wells Company, in immediately
available funds, of an amount equal to $25,000,000, representing 25% of the Capital of the Wells
Company’s Purchaser Interests outstanding under the Original Agreement (such percentage amount, the
“Wells-PNC Company Transferred Capital”), the Wells Company hereby sells, transfers and
assigns to the PNC Company, without recourse, the Wells-PNC Company Transferred Capital and all
related rights and obligations under the Receivables Purchase Agreement and under the Transaction
Documents.



(v) In consideration of the payment by the BOFA Company to the Wells Company, in immediately
available funds, of an amount equal to $25,000,000, representing 25% of the Capital of the Wells
Company’s Purchaser Interests outstanding under the Original Agreement (such percentage amount, the
“Wells-BOFA Company Transferred Capital”), the Wells Company hereby sells, transfers and
assigns to the BOFA Company, without recourse, the Wells-BOFA Company Transferred Capital and all
related rights and obligations under the Receivables Purchase Agreement and under the Transaction
Documents.



(vi) In consideration of the payment by the SMBC Company to the Wells Company, in immediately
available funds, of an amount equal to $25,000,000, representing 25% of the Capital of the Wells
Company’s Purchaser Interests outstanding under the Original Agreement (such percentage amount, the
“Wells-SMBC Company Transferred Capital”), the Wells Company hereby sells, transfers and
assigns to the SMBC Company, without recourse, the Wells-SMBC Company Transferred Capital and all
related rights and obligations under the Receivables Purchase Agreement and under the Transaction
Documents.



(b) Assignments Relating to Increase in Purchase Limit. The following assignments are
hereby made in connection with the increase in the Purchase Limit from $750,000,000 to $800,000,000
and the associated changes to Commitments in accordance with Section 4(e) hereof:



(i) In consideration of the payment by the Scotia Company to the Bank One Company, in
immediately available funds, of an amount equal to $9,375,000, representing 6.25% of the Bank One
Company’s Purchaser Interests outstanding immediately after giving effect to the assignments
described in Section 3(a) hereof (such percentage amount, the “Bank One-Scotia Transferred
Capital”), the Bank One Company hereby sells, transfers and assigns to the Scotia Company,
without recourse, the Bank One-Scotia Transferred Capital and all related rights and obligations
under the Receivables Purchase Agreement and under the Transaction Documents.



(ii) In consideration of the payment by the Scotia Company to the BTMU Company, in immediately
available funds, of an amount equal to $6,250,000, representing 5% of the BTMU Company’s Purchaser
Interests outstanding immediately after giving effect to the assignments described in Section 3(a)
hereof (such percentage amount, the “BTMU-Scotia Transferred Capital”), the BTMU Company
hereby sells, transfers and assigns to the Scotia Company, without recourse, the BTMU-Scotia
Transferred Capital and all related rights and obligations under the Receivables Purchase Agreement
and under the Transaction Documents.



(iii) In consideration of the payment by the PNC Company to the BTMU Company, in immediately
available funds, of an amount equal to $1,562,500, representing 1.25% of the BTMU Company’s
Purchaser Interests outstanding immediately after giving effect to the assignments described in
Section 3(a) hereof (such percentage amount, the “BTMU-PNC Transferred Capital”), the BTMU
Company hereby sells, transfers and assigns to the PNC Company, without recourse, the BTMU-PNC
Transferred Capital and all related rights and obligations under the Receivables Purchase Agreement
and under the Transaction Documents.



(iv) In consideration of the payment by the PNC Company to the BOFA Company, in immediately
available funds, of an amount equal to $7,812,500, representing 6.25% of the BOFA Company’s
Purchaser Interests outstanding immediately after giving effect to the assignments described in
Section 3(a) hereof (such percentage amount, the “BOFA-PNC Transferred Capital”), the BOFA
Company hereby sells, transfers and assigns to the PNC Company, without recourse, the BOFA-PNC
Transferred Capital and all related rights and obligations under the Receivables Purchase Agreement
and under the Transaction Documents.



(v) In consideration of the payment by the PNC Company to the SMBC Company, in immediately
available funds, of an amount equal to $7,812,500, representing 6.25% of the SMBC Company’s
Purchaser Interests outstanding immediately after giving effect to the assignments described in
Section 3(a) hereof (such percentage amount, the “SMBC-PNC Transferred Capital”), the SMBC
Company hereby sells, transfers and assigns to the PNC Company, without recourse, the SMBC-PNC
Transferred Capital and all related rights and obligations under the Receivables Purchase Agreement
and under the Transaction Documents.



(c) Effect of Assignments. The parties acknowledge and agree that immediately after
giving effect to the assignments set forth above, the respective Capital of the Purchaser Interest
of the Companies shall be as follows:



	 	 	 	 	 
	The Bank One Company
	 	$	140,625,000	 
	The Scotia Company
	 	$	140,625,000	 
	The BTMU Company
	 	$	117,187,500	 
	The PNC Company
	 	$	117,187,500	 
	The BOFA Company
	 	$	117,187,500	 
	The SMBC Company
	 	$	117,187,500	 
	The Wells Company
	 	$	0	 
	The RBS Company
	 	$	0	 
	The BNP Company
	 	$	0	 






(d) Wiring; Payment. The parties agree that all payments to be made in connection
with the foregoing assignments may be wired to the Agent for further application to the accounts
designated by the respective sellers of the Capital transferred hereunder, including to the
accounts of other parties to which such sellers have payment obligations hereunder in satisfaction
of those payment obligations. In accordance with the foregoing, each Company hereby agrees to
wire, in immediately available funds, the amounts set forth next to its name below to the Agent for
further transfer by the Agent as set forth below:



	 	 	 	 	 
	Wires to Agent:	 	 	 	 
	From the Scotia Company to the Agent:
	 	$	15,625,000	 
	From the BTMU Company to the Agent:
	 	$	17,187,500	 
	From the PNC Company to the Agent:
	 	$	42,187,500	 
	From the BOFA Company to the Agent:
	 	$	117,187,500	 
	From the SMBC Company to the Agent:
	 	$	117,187,500	 
	 
	 	 	 	 
	Total wires to Agent:
	 	$	309,375,000	 
	Further wires from Agent:
	 	 	 	 
	 
	 	 	 	 
	From the Agent to the Bank One Company
	 	$	9,375,000	 
	From the Agent to the BNP Company
	 	$	100,000,000	 
	From the Agent to the RBS Company
	 	$	100,000,000	 
	From the Agent to the Wells Company:
	 	$	100,000,000	 
	 
	 	 	 	 
	Total wires from Agent:
	 	$	309,375,000	 






Section 4. Additional Agreements.



(a) Exiting Companies and Financial Institutions. From and after the date hereof,
each of RBS, the RBS Company, Wells, the Wells Company, BNP and the BNP Company will cease to be a
party to the Receivables Purchase Agreement.



(b) New Companies and Financial Institutions. From and after the date hereof, each of
the BOFA Company and the SMBC Company (together, the “New Companies”) shall be a Company
party to the Receivables Purchase Agreement for all purposes thereof as if such New Company were an
original party thereto and the New Companies agree to be bound by all of the terms and provisions
contained therein. From and after the date hereof, each of BOFA and SMBC (the “New Financial
Institutions,” and together with the New Companies, the “New Parties”) shall be a
Financial Institution party to the Receivables Purchase Agreement for all purposes thereof as if
such New Financial Institution were an original party thereto and the New Financial Institutions
agree to be bound by all of the terms and provisions contained therein. The notice addresses for
the New Parties for purposes of Section 13.2 of the Receivables Purchase Agreement are set forth
below their respective signature pages hereto.



(c) Additional Agreements by New Parties. Each of the New Parties hereby: (i)
confirms that it has received a copy of the Receivables Purchase Agreement and copies of such other
Transaction Documents, and other documents and information as it has requested and deemed
appropriate to make its own credit analysis and decision to become a party to the Receivables
Purchase Agreement; (ii) agrees that it will, independently and without reliance upon the Agent,
any Company, the Seller or any other Financial Institution or Purchaser and based on such documents
and information as it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under the Receivables Purchase Agreement and the Transaction
Documents; (iii) appoints and authorizes the Agent to take such action as agent on its behalf and
to exercise such powers under the Transaction Documents as are delegated to the Agent by the terms
thereof, together with such powers as are reasonably incidental thereto; (iv) agrees that it will
perform in accordance with their terms all of the obligations which, by the terms of the
Receivables Purchase Agreement and the other Transaction Documents, are required to be performed by
it as a Company or a Financial Institution (including, without limitation, as a Related Financial
Institution), as applicable, or, when applicable, as a Purchaser; (v) represents and warrants to
and agrees with the Agent that it is aware of and will comply with the provisions of the
Receivables Purchase Agreement; and (vi) agrees that, prior to the date which is one year and one
day after the payment in full of all senior indebtedness for borrowed money of any Company, it will
not institute against, or join any other Person in instituting against, any Company any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding
under the laws of the United States or any state of the United States.



(d) Additional Agreement by New Financial Institutions. Each of the New Financial
Institutions hereby confirms with respect to itself that the representations and warranties set
forth in Section 5.2 of the Receivables Purchase Agreement are true and correct as of the date
hereof.



(e) Changes in Commitments. Each Financial Institution agrees and acknowledges that,
after giving effect to this Amendment, the Commitment of such Financial Institution shall be the
amount set forth opposite its signature page hereto.



Section 5. Waiver. The Agent and each Financial Institution hereby waive their right
to receive an Extension Notice in connection with the extension of the Liquidity Termination Date
contemplated by this Amendment and hereby consent to the proposed extension of the Liquidity
Termination Date as set forth herein.



Section 6. Conditions to Effectiveness of Amendment. This Amendment shall become
effective as of the date hereof, upon the satisfaction of the conditions precedent that:



(a) Amendment. The Agent and each Seller Party shall have received, on or before the
date hereof, executed counterparts of this Amendment, duly executed by each of the parties hereto.



(b) Representations and Warranties. As of the date hereof, both before and after
giving effect to this Amendment, all of the representations and warranties of each Seller Party
contained in the Original Agreement and in each other Transaction Document shall be true and
correct in all material respects as though made on the date hereof (and by its execution hereof,
each Seller Party shall be deemed to have represented and warranted such); it being understood that
any specific occurrence or occurrences constituting breaches of any representation or warranty, to
the extent waived in writing by the Financial Institutions and the Companies, ceased to constitute
any such breach (solely with respect to such specific occurrence or occurrences) from and after the
date of such waiver.



(c) No Amortization Event or Potential Amortization Event. As of the date hereof,
both before and after giving effect to this Amendment, no Amortization Event or Potential
Amortization Event shall have occurred and be continuing (and by its execution hereof, each Seller
Party shall be deemed to have represented and warranted such); it being understood that any
specific occurrence or occurrences constituting Amortization Events or Potential Amortization
Events, to the extent waived in writing by the Financial Institutions and the Companies, ceased to
constitute Amortization Events or Potential Amortization Events (solely with respect to such
specific occurrence or occurrences) from and after the date of such waiver.



Section 7. Miscellaneous.



(a) Effect; Ratification. The amendment set forth herein is effective solely for the
purposes set forth herein and shall be limited precisely as written, and shall not be deemed (i) to
be a consent to, or an acknowledgment of, any amendment, waiver or modification of any other term
or condition of the Original Agreement or of any other instrument or agreement referred to therein
or (ii) to prejudice any right or remedy which the Agent, any Company or Financial Institution (or
any of their respective assigns) may now have or may have in the future under or in connection with
the Receivables Purchase Agreement, as amended hereby, or any other instrument or agreement
referred to therein. Each reference in the Receivables Purchase Agreement to “this Agreement,”
“herein,” “hereof” and words of like import and each reference in the other Transaction Documents
to the Original Agreement or to the “Receivables Purchase Agreement” shall mean the Original
Agreement as amended hereby. This Amendment shall be construed in connection with and as part of
the Receivables Purchase Agreement and all terms, conditions, representations, warranties,
covenants and agreements set forth in the Receivables Purchase Agreement and each other instrument
or agreement referred to therein, except as herein amended, are hereby ratified and confirmed and
shall remain in full force and effect.



(b) Transaction Documents. This Amendment is a Transaction Document executed pursuant
to the Receivables Purchase Agreement and shall be construed, administered and applied in
accordance with the terms and provisions thereof.



(c) Costs, Fees and Expenses. Seller agrees to reimburse the Agent and each Purchaser
and its assigns upon demand for all reasonable and documented out-of-pocket costs, fees and
expenses in connection with the preparation, execution and delivery of this Amendment (including
the reasonable fees and expenses of counsel to the Agent).



(d) Counterparts. This Amendment may be executed in any number of counterparts, each
such counterpart constituting an original and all of which when taken together shall constitute one
and the same instrument.



(e) Severability. Any provision contained in this Amendment which is held to be
inoperative, unenforceable or invalid in any jurisdiction shall, as to that jurisdiction, be
inoperative, unenforceable or invalid without affecting the remaining provisions of this Amendment
in that jurisdiction or the operation, enforceability or validity of such provision in any other
jurisdiction.



(f) GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT
WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.



(g) WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY
JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT,
CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AMENDMENT, ANY
DOCUMENT EXECUTED BY ORIGINATOR PURSUANT TO THIS AMENDMENT OR THE RELATIONSHIP ESTABLISHED
HEREUNDER OR THEREUNDER.



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




AVNET RECEIVABLES CORPORATION, as Seller




By:

Name: Raymond Sadowski

Title: President





AVNET, INC., as Servicer




By:

Name: David R. Birk

Title: Senior Vice President and General Counsel




1



	 	 	 
	 	 	CHARIOT FUNDING LLC, as a Company

By:JPMorgan Chase Bank, N.A.,

its Attorney-in-Fact

By:

	 	 	 

	 	 	Name:

	 	 	Title:

	Commitment: $153,000,000
	 	JPMORGAN CHASE BANK, N.A.,

	 
	 	


	as a Financial Institution and as Agent
	 	

By:

	 	 	 








Name:


Title:



2




LIBERTY STREET FUNDING LLC, as a Company




By:

Name:

Title:




	 	 	 
	Commitment: $153,000,000
	 	THE BANK OF NOVA SCOTIA, as a Financial Institution

	 
	 	


	 	 	By:

	 	 	 








Name:


Title:



3




VICTORY RECEIVABLES CORPORATION, as a Company




By:

Name:

Title:




	 
	Commitment: $127,500,000THE BANK OF TOKYO-MITSUBISHI UFJ,

LTD.,

NEW YORK BRANCH, as a Financial Institution

By:

	 








Name:


Title:



4




MARKET STREET FUNDING LLC, as a Company




By:

Name:

Title:




	 	 	 
	Commitment: $127,500,000

	 	PNC BANK, NATIONAL ASSOCIATION,
	 

	 	

	as a Financial Institution

	 	

By:
	
 
	 	 







Name:


Title:



5




BANK OF AMERICA, NATIONAL ASSOCIATION, as a Company




By:

Name:

Title:





Address:


Bank of America, N.A.






214 North Tryon Street


NC1-027-15-01


Charlotte, NC 28255



	 	 	 
	Commitment: $125,000,000



	 	Attn: Robert Wood

Telephone: 980-388-5938

Facsimile: 704-409-0592

BANK OF AMERICA, NATIONAL ASSOCIATION, as a

Financial Institution

By:

	 	 	 








Name:


Title:




Address:


Bank of America, N.A.


214 North Tryon Street


NC1-027-15-01


Charlotte, NC 28255




Attn: Robert Wood


Telephone: 980-388-5938


Facsimile: 704-409-0592



6




Manhattan Asset Funding Company LLC, as a Company




By: MAF Receivables Corp., its member




By:

Name:

Title:





Address:


c/o SMBC Nikko Securities America, Inc.






277 Park Avenue


New York, New York 10172


Attention: Structured Finance Group




Fax: (212) 224-4929




SMBC NIKKO SECURITIES AMERICA, INC.,


as agent for the SMBC Company




By:

Name:

Title:




	 	 	 
	Commitment: $127,500,000



	 	Sumitomo Mitsui Banking Corporation, as a Financial

Institution

By:

	 	 	 








Name:


Title:




Address:


277 Park Avenue


New York, New York 10172


Attention: Structured Finance Group




Fax: (212) 224-4929



7




STARBIRD FUNDING CORPORATION, as a Company



	 	 	 
	 	 	By:

	 	 	 

	 	 	Name:

	 	 	Title:

	Commitment: $0



	 	BNP PARIBAS, acting through its New York Branch, as a

Financial Institution

By:

	 	 	 

	 	 	Name:

	 	 	Title:

	 	 	By:

	 	 	 








Name:


Title:



8




THAMES ASSET GLOBAL SECURITIZATION NO. 1, INC., as a
Company




By:

Name:

Title:




	 	 	 
	Commitment: $0



	 	THE ROYAL BANK OF SCOTLAND PLC, as a Financial

Institution

By:

	 	 	 

	 	 	Name:

	 	 	Title:







9




	 	 	 
	Commitment: $0



	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Company and as a

Financial Institution

By:

	 	 	 








Name:



Title:SCHEDULE A




COMMITMENTS, COMPANY PURCHASE LIMITS

AND RELATED FINANCIAL INSTITUTIONS




Commitments of Financial Institutions




	 	 	 	 	 
	Financial Institution
	 	Commitment
	 
	 	 	 	 
	JPMorgan Chase Bank, N.A.
	 	$	153,000,000	 
	 
	 	 	 	 
	The Bank of Nova Scotia
	 	$	153,000,000	 
	 
	 	 	 	 
	The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch
	 	$	127,500,000	 
	 
	 	 	 	 
	PNC Bank, National Association
	 	$	127,500,000	 
	 
	 	 	 	 
	Bank of America, National Association
	 	$	125,000,000	 
	 
	 	 	 	 
	Sumitomo Mitsui Banking Corporation
	 	$	127,500,000	 
	 
	 	 	 	 






Company Purchase Limits and

Related Financial Institutions of Companies




	 	 	 	 	 	 	 
	Company

	 	Company Purchase

Limit
	 	Related Financial Institution(s)



	 

	 	 	 	 	 	 
	Chariot Funding LLC

	 	$	150,000,000	 	 	JPMorgan Chase Bank, N.A.
	 

	 	 	 	 	 	 
	Liberty Street Funding LLC

	 	$	150,000,000	 	 	The Bank of Nova Scotia
	 

	 	 	 	 	 	 
	Victory Receivables

Corporation

	 	$	125,000,000	 	 	The Bank of Tokyo-Mitsubishi

UFJ, Ltd., New York Branch
	 

	 	 	 	 	 	 
	Market Street Funding LLC

	 	$	125,000,000	 	 	PNC Bank, National Association
	 

	 	 	 	 	 	 
	Bank of America, National

Association

	 	$	125,000,000	 	 	Bank of America, National

Association
	 

	 	 	 	 	 	 
	Manhattan Asset Funding

Company LLC

	 	$	125,000,000	 	 	Sumitomo Mitsui Banking

Corporation
	 

	 	 	 	 	 	 







10