Exhibit 10.3


 


AMENDMENT NO. 1 TO AMENDED AND RESTATED
CREDIT AGREEMENT


 


This AMENDMENT NO.
1 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of August 4, 2020, is made among
AVNET, INC. a New York corporation (the “Company”), AVNET HOLDING EUROPE BVBA (a “Borrower”
and, together with the Company, the “Borrowers”), BANK OF AMERICA, N.A., in its capacity as administrative
agent for the Lenders (as defined in the Credit Agreement described below) (in such capacity, the “Administrative Agent”)
and the Lenders party hereto (each, a “Consenting Lender”). Each capitalized term used and not otherwise defined
in this Amendment has the definition specified in the Amended Credit Agreement described below.


 


RECITALS:


 


A.            The
Borrowers, the Administrative Agent and certain financial institutions party thereto from time to time (the “Lenders”)
have entered into that certain Amended and Restated Credit Agreement dated as of June 28, 2018 (as amended, restated, supplemented
or otherwise modified prior to the date hereof, the “Credit Agreement” and as amended after giving effect to
this Amendment, the “Amended Credit Agreement”), pursuant to which the Lenders have made available to the Borrowers
a senior revolving credit facility.


 


B.             The Company has requested that the Credit Agreement be amended as set forth herein.


 


C.             The
Administrative Agent and the Consenting Lenders are willing to amend the Credit Agreement on the terms and conditions set forth
herein.


 


In consideration of
the premises and further valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:


 


Section 1.       Amendments
to Credit Agreement. Subject to the terms and conditions set forth herein and in reliance upon the representations and
warranties set forth herein, as of the Amendment Effective Date (as defined below), the parties hereto hereby agree as follows:


 


(a)            the
Credit Agreement (exclusive of the Schedules and Exhibits thereto) is hereby amended by making the changes attached hereto as
Annex A (with stricken text being deemed deleted and bold/double-underlined
text being deemed added); and


 


(b)            Exhibit D (Compliance Certificate) to the Credit Agreement is hereby amended in its entirety to read in the form
of Annex B attached hereto.


 


Section 2.       Effectiveness;
Conditions Precedent.  This Amendment, and the amendments to the Credit Agreement provided in Section 1 hereof,
shall become effective as of the date on which the following conditions precedent are satisfied or waived (the “Amendment
Effective Date”):


 


(a)            the Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent,
at least one fully executed copy of this Amendment, duly executed by each of the Loan Parties, the Administrative Agent and the
Required Lenders;


 


(b)            on
or before the Amendment Effective Date, to the Person to whom such fees are owing, any fees required to be paid pursuant to this
Amendment or the fee letter dated as of the date hereof among the Company, Bank of America and BofA Securities, Inc.; and


 






     


     


    

 


(c)            the Company shall have paid all reasonable and documented fees, charges and disbursements of counsel to the Administrative
Agent (directly to such counsel if requested by the Administrative Agent) to the extent required to be paid pursuant to Section
10.04 and invoiced at least one Business Day prior to the Amendment Effective Date (provided that the Company shall remain
liable for any additional reasonable and documented fees and expenses of such counsel to the Administrative Agent in accordance
with Section 10.04).


 


Without limiting the
generality of the provisions in Article IX of the Credit Agreement, for purposes of determining compliance with the conditions
specified in this Section, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted
or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory
to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the date hereof specifying its
objection thereto.


 


Section 3.        Representations and Warranties. In order to induce the Administrative Agent and the Consenting Lenders to enter into
this Amendment, each of the Borrowers represents and warrants to the Administrative Agent and the Lenders as follows:


 


(a)            The
representations and warranties of each Loan Party contained in Article V of the Credit Agreement and in each other Loan
Document to which such Loan Party is a party, or in any document furnished at any time under or in connection herewith or therewith
(including any Designated Borrower Request and Assumption Agreement), are true and correct in all material respects (without duplication
of any materiality qualification included in the terms of any such representation or warranty) on and as of the date hereof, except
to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and
correct in all material respects (without duplication of any materiality qualification included in the terms of any such representation
or warranty) as of such earlier date, and except that for purposes hereof, the representations and warranties contained in subsections
(a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections
(a) and (b), respectively, of Section 6.01;


 


(b)            This
Amendment has been duly authorized, executed and delivered by each Borrower and constitutes a legal, valid and binding obligation
of each Borrower, enforceable against each Borrower in accordance with its terms, except as may be limited by applicable Debtor
Relief Laws and general principles of equity, regardless of whether considered in a proceeding in equity or at law; and


 


(c)            As of the date hereof, after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.


 


Section 4.      Entire
Agreement. This Amendment, together with all the other Loan Documents (collectively, the “Relevant Documents”),
sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes
any prior negotiations and agreements among the parties relating to such subject matter. No promise, condition, representation
or warranty, express or implied, not set forth in the Relevant Documents shall bind any party hereto, and no such party has relied
on any such promise, condition, representation or warranty. Each of the parties hereto acknowledges that, except as otherwise expressly
stated in the Relevant Documents, no representations, warranties or commitments, express or implied, have been made by any party
to the other in relation to the subject matter hereof or thereof. None of the terms or conditions of this Amendment may be changed,
modified, waived or canceled orally or otherwise, except in writing and in accordance with Section 10.01 of the Credit Agreement.
This Amendment is a Loan Document.


 


Section
5.       Full Force and Effect of Agreement. Except as hereby specifically amended, modified or supplemented, the Credit
Agreement and all other Loan Documents are hereby confirmed 


 






     2


     


    

 


and ratified in all respects and shall be and remain in full force
and effect according to their respective terms. This Amendment shall not be deemed (i) to be a waiver of, or consent to, or a modification
or amendment of, any other term or condition of the Credit Agreement or any other Loan Document other than as expressly set forth
herein, (ii) to prejudice any right or rights which the Administrative Agent or the Lenders may now have or may have in the future
under or in connection with the Credit Agreement or the other Loan Documents or any of the instruments or agreements referred to
therein, as the same may be amended, restated, supplemented or modified from time to time other than as expressly set forth herein,
or (iii) to be a commitment or any other undertaking or expression of any willingness to engage in any further discussion with
the Company, any Loan Party or any other Person with respect to any other waiver, amendment, modification or any other change to
the Credit Agreement or the Loan Documents or any rights or remedies arising in favor of the Lenders or the Administrative Agent,
or any of them, under or with respect to any such documents. References in the Credit Agreement to “this Agreement”
(and indirect references such as “hereunder”, “hereby”, “herein”, “hereof” or other
words of like import) and in any Loan Document to the “Credit Agreement” shall be deemed to be references to the Credit
Agreement as modified hereby.


 


Section 6.     Counterparts.
This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart
of a signature page of this Amendment by facsimile or other electronic imaging means (e.g. “pdf” or “tif”)
shall be effective as delivery of a manually executed counterpart of this Amendment.


 


Section 7.      Governing
Law; Jurisdiction, Etc. This Amendment shall be governed by, and construed in accordance with, the law of the State of
New York, and shall be further subject to the provisions of Sections 10.14 and 10.15 of the Credit Agreement.


 


Section 8.     Enforceability.
If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability
of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good
faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


Section 9.      Successors
and Assigns. The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns to the extent such assignees are permitted assignees as provided in Section 10.06
of the Credit Agreement.


 


Section 10.     
Costs and Expenses. To the extent provided in Section 10.04(a) of the Credit Agreement, the Company agrees
to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent (including the reasonable and
documented fees and expenses of counsel for the Administrative Agent) in connection with the preparation, execution and delivery
of this Amendment and any other related Loan Documents.


 


[Remainder of Page Intentionally Left Blank;
Signature Pages Follow]


 






     3


     


    

 


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


 


	 	BORROWERS:
	 	 
	 	AVNET, INC.






 


	 	By:	/s/ Joseph Burke
	 	Name:	 Joseph Burke
	 	Title:	Vice President and Treasurer



 





	 	AVNET HOLDING EUROPE
    BVBA



 





	 	By:	/s/ Joseph Burke
	 	Name:	Joseph Burke
	 	Title:  Vice President and Treasurer
of Avnet, Inc. and

 Sole Signatory for Avnet Holding Europe BVBA


 


 


Avnet, Inc.


Amendment No. 1 to Amended and Restated
Credit Agreement


Signature Page


 






     


     


    

 





	 	ADMINISTRATIVE AGENT:
	 	 
	 	BANK OF AMERICA, N.A.,

   as Administrative Agent



 





	 	By:	/s/
Elizabeth Uribe
	 	Name:	Elizabeth Uribe
	 	Title:	Assistant Vice President



 


 


Avnet, Inc.


Amendment No. 1 to Amended and Restated
Credit Agreement


Signature Page



 






     


     


    

 





	 	LENDERS:
	 	 
	 	BANK OF AMERICA, N.A.,

    as a Lender, an L/C Issuer and a Swingline Lender



 


	 	By:	/s/ Puneet Lakhotia
	 	Name:	Puneet Lakhotia
	 	Title:	Vice President



 


	 	BANK OF CHINA, LOS ANGELES
    BRANCH, as a 

    Lender



 


	 	By:	/s/ Yong Ou
	 	Name:	Yong Ou
	 	Title:	SVP and Branch Manage


 


	 	BAYERISCHE LANDESBANK, NEW
    YORK 

    BRANCH, as a Lender



 


	 	By:	/S/ Alistair Anderson
	 	Name:	Alistar Anderson
	 	Title:	Senior Director


 


	 	By:	/S/ Gina Sandella
	 	Name:	Gina Sandella
	 	Title:	Vice President


 


	 	BNP PARIBAS,
as a Lender



 


	 	By:	/S/ Barbara Nash
	 	Name:	Barbara Nash
	 	Title:	 Managing Director



 


	 	By:	/S/ Chief Marbumrung
	 	Name:	Chief Marbumrung
	 	Title:	Vice President



 


 


Avnet, Inc.


Amendment No. 1 to Amended and Restated
Credit Agreement


Signature Page


 






     


     


    

 


	 	COMMERZBANK
AG, NEW YORK, as a Lender



 


	 	By:	/s/ Neil Kiernan
	 	Name:	Neil kiernan
	 	Title:	Director



 


	 	By:	/S/ Bianca Notari
	 	Name:	Bianca Notari
	 	Title:	Vice President







 


 


	 	DBS BANK
LTD., as a Lender



 


	 	By:	/S/ Juliana Fong
	 	Name:	Juliana Fong
	 	Title:	Senior Vice President



 


 


	 	HSBC BANK
USA, N.A., as a Lender



 


	 	By:	/S/ Aleem Shamji
	 	Name:	Aleem Shamji
	 	Title:	Director



 


 


	 	JPMORGAN
CHASE BANK, N.A., as a Lender



 


	 	By:	/S/ John Kowalczuk 
	 	Name:	John Kowalczuk
	 	Title:	Executive Director



 



Avnet, Inc.


Amendment No. 1 to Amended and Restated
Credit Agreement


Signature Page


 






     


     


    

 





	 	KBC BANK
N.V., NEW YORK BRANCH, as a 

Lender



 


	 	By:	/s/ Nicholas A. Fiore
	 	Name:	Nicholas A. Fiore
	 	Title:	Director



 


	 	By:	/s/ Susan Silver
	 	Name:	Susan Silver
	 	Title:	 Managing Director



 


 


	 	MIZUHO
BANK, LTD, as a Lender



 


	 	By:	/S/ Tracy Rahn
	 	Name:	Tracy Rahn
	 	Title:	Executive Director



 


 


	 	MUFG BANK,
LTD., as a Lender



 


	 	By:	/S/ Lillian Kim
	 	Name:	Lillian Kim
	 	Title:	Director



 


 



	 	PNC BANK,
NATIONAL ASSOCIATION, as a 

Lender



 


	 	By:	/S/ Karl Thomasma
	 	Name:	Karl Thomasma
	 	Title:	SVP



 


Avnet, Inc.


Amendment No. 1 to Amended and Restated
Credit Agreement


Signature Page


 






     


     


    

 



 


 



	 	STANDARD
CHARTERED BANK, as a Lender



 


	 	By:	/s/ James Beck
	 	Name:	James Beck
	 	Title:	Associate Director



 





 



	 	SUMITOMO
MITSUI BANKING CORPORATION, 

as a Lender



 


	 	By:	/S/ Richard Eisenberg
	 	Name:	Richard Eisenberg
	 	Title:	Managing Director


 






	 	THE BANK
OF NOVA SCOTIA, as a Lender



 


	 	By:	/s/ Jason Rinne
	 	Name:	Jason Rinne
	 	Title:	Director



 


 



		TRUST BANK (f/k/a Branch
Banking and Trust Company and as a successor by merger to SunTrust Bank), as a Lender



 


	 	By:	/s/ Brett Ross
	 	Name:	Brett Ross
	 	Title:	Senior Vice President



 


 


Avnet, Inc.


Amendment No. 1 to Amended and Restated
Credit Agreement


Signature Page



 






     


     


    

 








 



		UNICREDIT
BANK AG, NEW YORK BRANCH, as

 a Lender



 


	 	By:	/S/ Christine Macinnes
	 	Name:	Christine Macinnes
	 	Title:	Director



 





	 	By:	/S/ Laura Shelmerdine
	 	Name:	Laura Shelmerdine
	 	Title:	Associate Director



 


 



		U.S. BANK NATIONAL ASSOCIATION, as a 

Lender



 


	 	By:	/s/ Patrick Mun
	 	Name:	Patrick Mun
	 	Title:	SVP



 


 



		WELLS
FARGO BANK, NATIONAL ASSOCIATION, as a Lender



 


	 	By:	/s/ Mark H. Halldorson
	 	Name:	Mark H. Halldorson
	 	Title:	Director



 


Avnet, Inc.


Amendment No. 1 to Amended and Restated
Credit Agreement


Signature Page



 






     


     


    

 


Annex A


 


See attached.


 






     


     


    

 


Annex A


 


 



 


AMENDED AND RESTATED CREDIT
AGREEMENT


 


Dated as of June 28, 2018


(as
amended through Amendment No. 1 to Amended and Restated Credit Agreement dated as of August 4, 2020),


 


among


 


AVNET, INC.


and


CERTAIN SUBSIDIARIES


as Borrowers,


 


BANK OF AMERICA, N.A.,


as Administrative Agent,
Swing Line Lender and


an L/C Issuer,


 


BNP PARIBAS,


THE
BANK OF NOVA SCOTIA,

MUFG BANK, LTD., 

MIZUHO BANK, LTD.


and


JP MORGAN CHASE BANK,
N.A


as Co-Syndication Agents,


 


and


 


The Other Lenders Party Hereto


 


MERRILL
LYNCH, PIERCE, FENNER & SMITH INCORPORATED


BofA
SECURITIES, INC.


(as
successor to Merrill Lynch, Pierce, Fenner & Smith Incorporated),


BNP PARIBAS SECURITIES
CORP.,


THE BANK OF NOVA SCOTIA,


MUFG BANK, LTD.


MIZUHO BANK, LTD.


and


JP MORGAN CHASE BANK,
N.A.


as Joint Lead Arrangers and
Joint Bookrunners


 


 


 






     


     


    

 



	ARTICLE I.
	DEFINITIONS
    AND ACCOUNTING TERMS
	 
	1.01	Defined Terms	1
	1.02	Other Interpretive Provisions	3233
	1.03	Accounting Terms	3334
	1.04	Exchange Rates; Currency Equivalents	3435
	1.05	Additional Alternative Currencies	3435
	1.06	Change of Currency	3536
	1.07	Times of Day	3536
	1.08	Letter of Credit Amounts	3536
	1.09	Rounding	3637
	1.10	Amendment and Restatement; No Novation; Reallocations
    and Break Funding	3637
	 	 	 
	ARTICLE II.
	THE COMMITMENTS
    AND CREDIT EXTENSIONS
	 
	2.01	Committed Loans	3738
	2.02	Borrowings, Conversions and Continuations of
    Committed Loans	3738
	2.03	Letters of Credit	3940
	2.04	Swing Line Loans	4950
	2.05	Prepayments	5253
	2.06	Termination or Reduction of Commitments	54
	2.07	Repayment of Loans	5455
	2.08	Interest	5455
	2.09	Fees	56
	2.10	Computation of Interest and Fees	56
	2.11	Evidence of Debt	5657
	2.12	Payments Generally; Administrative Agent’s
    Clawback	57
	2.13	Sharing of Payments by Lenders	59
	2.14	Designated Borrowers	60
	2.15	Optional Increase in Commitments	62
	2.16	Cash Collateral	6364
	2.17	Defaulting Lenders	65
	 	 	 
	ARTICLE III.
	TAXES,
    YIELD PROTECTION AND ILLEGALITY
	 
	3.01	Taxes	67
	3.02	Illegality	73
	3.03	Inability to Determine Rates	7473
	3.04	Increased Costs; Reserves on Eurocurrency Rate
    Loans	75
	3.05	Compensation for Losses	77
	3.06	Mitigation Obligations; Replacement of Lenders	7978
	3.07	Survival	79
	 	 	 
	ARTICLE IV.
	CONDITIONS
    PRECEDENT TO CREDIT EXTENSIONS
	 
	4.01	Conditions of Initial Credit Extension	79
	4.02	Conditions to all Credit Extensions	81
	 	 	 
	ARTICLE V.
    REPRESENTATIONS AND WARRANTIES
	 
	5.01	Existence, Qualification and Power; Compliance
    with Laws	82
	5.02	Authorization; No Contravention	82
	5.03	Governmental Authorization; Other Consents	8382
	5.04	Binding Effect	8382
	5.05	Financial Statements; No Material Adverse Effect	83
	5.06	Litigation	8483
	5.07	No Default	8483
	5.08	Ownership of Property; Liens	8483
	5.09	Environmental Compliance	84
	5.10	Taxes	84
	5.11	ERISA Compliance	8584
	5.12	Subsidiaries; Equity Interests	85


 




    i


     


    

 


	5.13	Margin Regulations; Investment
    Company Act	8685
	5.14	Disclosure	8685
	5.15	Compliance with Laws	86
	5.16	Intellectual Property; Licenses, Etc.	86
	5.17	Solvency	8786
	5.18	Taxpayer Identification Number; Other Identifying
    Information	8786
	5.19	Representations as to Foreign Obligors	8786
	5.20	OFAC	 8887
	5.21	Anti-Corruption Laws	8887
	5.22	EEAAffected
    Financial Institutions	88
	5.23	Certificate of Beneficial
    Ownership	88 
	5.24	Covered
    Entities	88
	 	 	 
	ARTICLE VI.
    AFFIRMATIVE COVENANTS
	 
	6.01	Financial Statements	88
	6.02	Certificates; Other Information	89
	6.03	Notices	91
	6.04	Payment of Obligations	9291
	6.05	Preservation of Existence, Etc.	9291
	6.06	Maintenance of Properties	92
	6.07	Maintenance of Insurance	9392
	6.08	Compliance with Laws	9392
	6.09	Books and Records	9392
	6.10	Inspection Rights	9392
	6.11	Approvals and Authorizations	93
	6.12	Anti-Corruption and Anti-Terrorism Laws	93
	6.13	Certificate of Beneficial Ownership and Other
    Additional Information	9493
	 	 	 
	ARTICLE VII.
    NEGATIVE COVENANTS
	 
	7.01	Liens	9493
	7.02	[Reserved]	95
	7.03	Indebtedness	95
	7.04	Fundamental Changes	96
	7.05	Restricted Payments	9796
	7.06	Change in Nature of Business	9897
	7.07	Transactions with Affiliates	9897
	7.08	Limitation on Restrictions Affecting the Company
    or any Subsidiary	9897
	7.09	Use of Proceeds	99
	7.10	Financial Covenants	99
	7.11	Acquisitions	99100
	7.12	Sanctions	100
	7.13	Anti-Corruption and Anti-Terrorism Laws	100
	 	 	 
	ARTICLE VIII.
	EVENTS
    OF DEFAULT AND REMEDIES
	 
	8.01	Events of Default	100101
	8.02	Remedies Upon Event of Default	102103
	8.03	Application of Funds	103
	 	 	 
	ARTICLE IX.
    ADMINISTRATIVE AGENT
	 
	9.01	Appointment and Authority	104
	9.02	Rights as a Lender	104105
	9.03	Exculpatory Provisions	104105
	9.04	Reliance by Administrative Agent	105106
	9.05	Delegation of Duties	106
	9.06	Resignation of Administrative Agent	106
	9.07	Non-Reliance on Administrative Agent and Other
    Lenders	107108
	9.08	No Other Duties, Etc.	108
	9.09	Administrative Agent May File Proofs of
    Claim	108


 




    ii


     


    

 


	9.10	LenderCertain
    ERISA RepresentationMatters	109
	 	 	 
	ARTICLE X.
    MISCELLANEOUS
	 
	10.01	Amendments, Etc.	111110
	10.02	Notices; Effectiveness; Electronic Communication	112
	10.03	No Waiver; Cumulative Remedies; Enforcement	114
	10.04	Expenses; Indemnity; Damage Waiver	115114
	10.05	Payments Set Aside	117
	10.06	Successors and Assigns	118117
	10.07	Treatment of Certain Information; Confidentiality	123122
	10.08	Right of Setoff	124123
	10.09	Interest Rate Limitation	125124
	10.10	Counterparts; Integration; Effectiveness	125124
	10.11	Survival of Representations and Warranties	125
	10.12	Severability	125
	10.13	Replacement of Lenders	126125
	10.14	Governing Law; Jurisdiction; Etc.	127126
	10.15	WAIVER OF JURY TRIAL	128127
	10.16	No Advisory or Fiduciary Responsibility	128127
	10.17	USA PATRIOT Act Notice	128
	10.18	Judgment Currency	129128
	10.19	Electronic Execution of Assignments and Certain
    Other Documents	129
	10.20	AcknowledgmentAcknowledgement
    and Consent to Bail-In of EEAAffected
    Financial Institutions	 129
	10.21	Acknowledgement
    Regarding Any Supported QFCs	130


 




    iii


     


    

 


AMENDED AND RESTATED CREDIT
AGREEMENT


 


This AMENDED AND RESTATED
CREDIT AGREEMENT (“Agreement”) is entered into as of June 28, 2018, among AVNET, INC., a New York corporation
(the “Company”), each Subsidiary of the Company party hereto pursuant to Section 2.14 (each such Subsidiary,
together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time
to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK
OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.


 


The Borrowers, the
lenders party thereto (the “Existing Lenders”) and Bank of America, N.A., as administrative agent, entered into
that certain Credit Agreement dated as of July 9, 2014 (as amended, supplemented or otherwise modified prior to the date hereof,
the “Existing Credit Agreement”), pursuant to which the lenders party thereto have made available to the Borrowers
a revolving credit facility, with letter of credit, swingline and multicurrency subfacilities.


 


The Borrowers have
requested that the Lenders agree to an amendment and restatement of the Existing Credit Agreement in the form of this Agreement
to provide a revolving credit facility, with swingline, letter of credit and multicurrency subfacilities, and the Lenders are willing
to do so on the terms and conditions set forth herein.


 


In consideration of
the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:


 


ARTICLE I.


DEFINITIONS AND ACCOUNTING
TERMS


 


	 	1.01	Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:


 


“Acquisition”
means the acquisition of (i) a controlling equity or other ownership interest in another Person (including upon the exercise of
an option, warrant or convertible or similar type security to acquire such a controlling interest), whether by purchase of such
equity or other ownership interest or upon exercise of an option or warrant for, or conversion of securities into, such equity
or other ownership interest, or (ii) assets of another Person (whether by purchase, merger or otherwise) which constitute all or
substantially all of the assets of such Person or of a line or lines of business conducted by such Person.


 


“Adjusted
Receivables Amount” means, as of any date of determination, the greater of (a) the aggregate net book value of all Excluded
Receivables minus $75,000,000, and (b) $0.


 


“Administrative
Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor
administrative agent.


 


“Administrative
Agent’s Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate,
account as set forth on Schedule 10.02 with respect to such


 




    1


     


    

 


currency, or such other address or account with respect to such
currency as the Administrative Agent may from time to time notify to the Company and the Lenders.


 


“Administrative
Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit E-2 or any other form
approved by the Administrative Agent.


 


“Affected
Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.


 


“Affiliate”
means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or
is Controlled by or is under common Control with the Person specified.


 


“Agent Parties”
has the meaning set forth in Section 10.02(c). “Aggregate Commitments” means the Commitments of all the
Lenders. “Agreement” has the meaning specified in the introductory paragraph. “Agreement Currency”
has the meaning specified in Section 10.18.


 


“Alternative
Currency” means each of Euro, Sterling, Australian Dollars, Hong Kong Dollars, Singapore Dollars, Japanese Yen, and each
other currency (other than Dollars) that is approved in accordance with Section 1.05.


 


“Alternative
Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof
in the applicable Alternative Currency as determined by the Administrative Agent at such time on the basis of the Spot Rate (determined
in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.


 


“Alternative
Currency Sublimit” means an amount equal to the lesser of the Aggregate Commitments and $300,000,000. The Alternative
Currency Sublimit is part of, and not in addition to, the Aggregate Commitments.


 


“Amendment
No. 1 Effective Date” means August 4, 2020. 


 


“Applicable
Foreign Obligor Documents” has the meaning specified in Section 5.19(a).


 


“Applicable Percentage”
means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments
represented by such Lender’s Commitment at such time, subject to adjustment as provided in this Agreement. If the commitment
of each Lender to make Loans and the obligation of each L/C Issuer to make L/C Credit Extensions have been terminated pursuant
to Section 8.02 or if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be determined
based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial
Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment
and Assumption pursuant to which such Lender becomes a party hereto, as applicable.


 




    2


     


    

 


“Applicable
Rate” means, from time to time, the following percentages per annum, based upon the Debt Rating as set forth below:


 


	 	 	 	 	 	 	 	 	Eurocurrency

Rate +	 	 	 	 
	Pricing Level	 	 	
        Debt Ratings S&P

        /Moody’s/Fitch
	 	Facility 

Fee	 	 	Letter of

Credit Fee	 	 	Base Rate	 
	1	 	 	BBB+/Baa1/BBB+	 	 	0.125	%	 	 	1.000	%	 	 	0.000	%
	 	 	 	or better	 	 	 	 	 	 	 	 	 	 	 	 
	2	 	 	BBB/Baa2/BBB	 	 	0.150	%	 	 	1.100	%	 	 	0.100	%
	3	 	 	BBB-/Baa3/BBB-	 	 	0.200	%	 	 	1.175	%	 	 	0.175	%
	4	 	 	BB+/Ba1/BB+	 	 	0.250	%	 	 	1.375	%	 	 	0.375	%
	5	 	 	BB/Ba2/BB or worse	 	 	0.350	%	 	 	1.525	%	 	 	0.525	%


 


;
provided, that at any time during the Relief Period, the Applicable Rate for (a) the Facility Fee for Pricing Levels 4 and 5 shall
be increased to 0.300% and 0.400%, respectively, (b) the Eurocurrency Rate and the Letter of Credit Fee for Pricing Levels 4 and
5 shall be increased to 1.825% and 1.975%, respectively, and (c) the Base Rate for Pricing Levels 4 and 5 shall be increased to
0.825% and 0.975%, respectively.


 


“Debt Rating”
means, as of any date of determination, the rating as determined by any of S&P, Moody’s or Fitch (collectively, the “Rating
Agencies” and each a “Rating Agency”) (collectively, the “Debt Ratings”) of the
Company’s non-credit-enhanced, senior unsecured long-term debt; provided that if the Debt Ratings from the Rating
Agencies fall within different Pricing Levels, (a) if only two Rating Agencies provide a Debt Rating, then (i) if the ratings differ
by one Pricing Level, then the Pricing Level for the higher of such Debt Ratings shall apply (with the Debt Rating for Pricing
Level 1 being the highest and the Debt Rating for Pricing Level 5 being the lowest), and (ii) if there is a split in Debt Ratings
of more than one level, then the Pricing Level that is one level lower than the Pricing Level of the higher Debt Rating shall apply,
(b) if all three Rating Agencies provide a Debt Rating, then (i) if two of the Debt Ratings are at the same Pricing Level, then
such Pricing Level shall apply and (ii) if each of the Debt Ratings fall within different levels, then the Pricing Level of such
Debt Rating between the highest Debt Rating and the lowest Debt Rating shall apply, and (c) if the Company does not have any Debt
Rating, Pricing Level 5 shall apply; provided, further, that if only one Rating Agency provides a Debt Rating, such Debt
Rating shall apply.


 


Initially, the Applicable Rate shall be
determined based upon the Debt Ratings in effect on the Closing Date, each of which shall be specified in the certificate delivered
pursuant to Section 4.01(a)(vii). Thereafter, each change in the Applicable Rate resulting from a publicly announced change
in any Debt Rating shall be effective during the period commencing on the opening of business on the date of the public announcement
thereof and ending on the date immediately preceding the effective date of the next such change.


 




    3


     


    

 


“Applicable
Time” means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of
settlement for such Alternative Currency as may be determined by the Administrative Agent to be necessary for timely settlement
on the relevant date in accordance with normal banking procedures in the place of payment.


 


“Applicant
Borrower” has the meaning specified in Section 2.14.


 


“Approved
Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or
an Affiliate of an entity that administers or manages a Lender.


 


“Arrangers”
means, collectively, BofA Securities, Inc., as successor to
Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNP Paribas Securities Corp., The Bank of Nova Scotia, MUFG, JP Morgan
Chase Bank, N.A. and Mizuho Bank, Ltd., in their capacities as joint lead arrangers and joint bookrunners.


 


“Assignee
Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed
by the same investment advisor.


 


“Assignment
and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent
of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially
the form of Exhibit E-1 or any other form (including electronic documentation generated by use of an electronic platform)
approved by the Administrative Agent.


 


“Attributable
Indebtedness” means, on any date:


 


(a)   
in respect of any capital lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person
prepared as of such date in accordance with GAAP;


 


(b)   
in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that
would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for
as a capital lease; and


 


(c)   
in respect of any asset securitization transaction of any Person, (i) the actual amount of any unrecovered investment of purchasers
or transferees of assets so transferred, plus (ii) in the case of any other recourse, repurchase, or debt obligation described
in clause (a) of the definition of “Off-Balance Sheet Liabilities,” the capitalized amount of such obligation
that would appear on a balance sheet of such Person prepared on such date in accordance with GAAP if such sale or transfer or assets
were accounted for as a secured loan.


 


“Audited Financial
Statements” means the audited consolidated balance sheet of the Company and its Subsidiaries for the fiscal year ended
July 1, 2017, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such
fiscal year of the Company and its Subsidiaries, including the notes thereto.


 




    4


     


    

 


“Australian
Dollars” mean the lawful currency of Australia.


 


“Authorized
Signatory” has the meaning specified in the definition of “Responsible Officer.”


 


“Auto-Reinstatement
Letter of Credit” has the meaning specified in Section 2.03(a)(iii)(D).


 


“Availability
Period” means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of
termination of the Aggregate Commitments pursuant to Section 2.06, and (c) the date of termination of the commitment of
each Lender to make Loans and of the obligation of the L/C Issuers to make L/C Credit Extensions pursuant to Section 8.02.


 


“Bail-In Action”
means the exercise of any Write-Down and Conversion Powers by the applicable EEA
Resolution Authority in respect of any liability of an EEAAffected
Financial Institution.


 


“Bail-In Legislation”
means, (a) with respect to any EEA Member Country implementing
Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law,
rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation
Schedule, and (b) with respect to the United Kingdom, Part I of the
United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom
relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other
than through liquidation, administration or other insolvency proceedings).


 


“Bank of America”
means Bank of America, N.A. and its successors.


 


“Base Rate”
means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the rate
of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,”
and (c) the Eurocurrency Rate plus 1.00%. The “prime rate” is a rate set by Bank of America based upon various
factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used
as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime
rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement
of such change.


 


“Base Rate
Committed Loan” means a Committed Loan that is a Base Rate Loan.


 


“Base Rate
Loan” means a Loan that bears interest based on the Base Rate. All Base Rate Loans shall be denominated in Dollars.


 




    5


     


    

 


period, (iii) depreciation
and amortization expense, (iv) gains or losses related to the early extinguishment of notes, bonds or other fixed income obligations
and, (v)
other non-cash or non-recurring expenses of the Company and its Subsidiaries (including non-cash expenses consisting of compensation
paid in the form of Equity Interests of the Company or its Subsidiaries and non-cash charges due to impairments recorded in such
period in accordance with Financial Accounting Standards Board’s Accounting Standards Codification 350), reducing such Consolidated
Net Income and (vi) the amount of any restructuring charge, accrual,
reserve or integration cost or expense incurred or accrued on or after June 28, 2020 and prior to June 30, 2021, in connection
with the planning, undertaking and implementation of any restructuring, closure, reallocation, relocation, decommissioning, reconfiguration,
cost rationalization, reduction in force, exit or disposal plan, or operating expense reduction, including severance pay, other
employee termination costs, rent termination costs, moving costs and legal costs, in each case to the extent such transaction is
permitted under the Loan Documents, in an aggregate amount for all adjustments under this clause (vi), not to exceed $100,000,000
during the term of this Agreement, and minus (b) all non-cash items increasing Consolidated Net Income for such period.


 


“Consolidated
Funded Indebtedness” means, as of any date of determination, for the Company and its Subsidiaries on a consolidated basis,
the sum of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including
such Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments,
(b) all purchase money Indebtedness, (c) all direct obligations arising under letters of credit (including standby letters of credit),
bankers’ acceptances, bank guaranties, surety bonds and similar instruments (other than, and without expanding this clause
(c), commercial letters of credit and bankers’ acceptances incurred to support commercial or lease transactions, bid
bonds, payment bonds and performance bonds arising in the ordinary course of business), in each case net of the amount of cash
collateral securing such direct obligations, (d) all obligations in respect of the deferred purchase price of property or services
(other than trade accounts payable in the ordinary course of business), (e) Attributable Indebtedness in respect of capital leases,
Synthetic Lease Obligations and other Off-Balance Sheet Liabilities, (f) without duplication, all Guarantees with respect to outstanding
Indebtedness of the types specified in clauses (a) through (e) above of Persons other than the Company or any Subsidiary,
and (g) all Indebtedness of the types referred to in clauses (a) through (f) above of any partnership or joint venture
(other than a joint venture that is itself a corporation or limited liability company) in which the Company or a Subsidiary is
a general partner or joint venturer, if, and to the extent that, the fair value of the assets of such partnership or joint venture
is less than its probable liability in respect of its obligations, net of any right to contribution from other reasonably creditworthy
Persons which the Company or such Subsidiary has in respect thereof, unless such Indebtedness is expressly made non-recourse to
the Company or such Subsidiary.


 


“Consolidated
Interest Charges” means, for any period, for the Company and its Subsidiaries on a consolidated basis, the sum, without
duplication, of (a) consolidated interest expense determined in accordance with GAAP and (b) all implicit interest in connection
with Synthetic Lease Obligations and other Off-Balance Sheet Liabilities minus (c) the amount of


 




    9


     


    

 


 non-cash interest (including interest
paid by the issuance of additional securities) included in the foregoing clause (a).


 


“Consolidated
Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the period
of the four prior fiscal quarters ending on such date to (b) Consolidated Interest Charges for such period.


 


“Consolidated
Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such
date to (b) Consolidated EBITDA for the period of the four fiscal quarters most recently ended.


 


“Consolidated
Net Income” means, for any period, for the Company and its Subsidiaries on a consolidated basis, the net income of the
Company and its Subsidiaries (excluding extraordinary gains but including extraordinary losses) for that period.


 


“Consolidated
Tangible Net Worth” means, as of any date of determination, for the Company and its Subsidiaries on a consolidated basis,
Shareholders’ Equity minus Intangible Assets on that date.


 


“Contractual
Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument
or other undertaking to which such Person is a party or by which it or any of its property is bound.


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.


 


“Covered
Entity” has the meaning specified in Section 10.21.


 


“Credit
Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.


 


“Debt Rating” has the meaning specified
in the definition of Applicable Rate.


 


“Debtor
Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy,
assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor
relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors
generally.


 


“Default”
means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time,
or both, would be an Event of Default.


 


“Default
Rate” means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i)
the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided,
however, that with respect to a


 




    10


     


    

 


“Existing
Securitization Facility” means the account receivable securitization pursuant to the third amended and restated receivables
purchase agreement dated as of February 27, 2017, as amended, among Avnet Receivables Corporation, the Company as servicer, the
financial institutions party thereto as purchasers, and JPMorgan Chase Bank, N.A., as agent for the purchasers, including any extensions,
renewals, replacements and refinancings thereof; provided, that each such agreement (as amended, restated, supplemented
or otherwise modified from time to time) or extension, renewal, replacement or refinancing, as the case may be, satisfies the requirements
set forth in clause (b) of the definition of Permitted Securitization Facility.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof
and any agreements entered into pursuant to Section 1471 (b) (1) of the Code and any agreements entered into by the United States
pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any
intergovernmental agreement, treaty or convention among Governmental Authorities entered into in connection with the implementation
of the foregoing.


 


“Federal Funds
Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions
with members of the Federal Reserve System of the United States, as published by the Federal Reserve Bank of New York on the Business
Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall
be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b)
if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average
rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions
as determined by the Administrative Agent. Notwithstanding the foregoing,
in no event shall the Federal Funds Rate be less than 0.00%.


 


“Fee
Letters” mean, collectively, the Fee Letter (Bank of America), the Fee Letter (BNPP), the Fee Letter (JPM), the Fee Letter
(Mizuho), the Fee Letter (MUFG) and the Fee Letter (Scotia).


 


“Fee Letter (Bank
of America)” means the letter agreement, dated June 5, 2018, among the Company, the Administrative Agent and Merrill
Lynch, Pierce, Fenner & Smith Incorporated.


 


“Fee Letter (BNPP)”
means the letter agreement, dated June 5, 2018, among the Company, BNP Paribas Securities Corp. and BNP Paribas.


 


“Fee Letter (JPM)”
means the letter agreement, dated June 5, 2018, between the Company and JP Morgan Chase Bank, N.A.


 


“Fee Letter (Mizuho)”
means the letter agreement, dated June 5, 2018, between the Company and Mizuho Bank, Ltd.


 


“Fee Letter (MUFG)”
means the letter agreement, dated June 5, 2018, between the Company and MUFG.


 




    16


     


    

  


“Recipient”
means the Administrative Agent, any Lender, any L/C Issuer or any other recipient of any payment to be made by or on account of
any obligation of any Loan Party hereunder.


 


“Register” has the meaning specified
in Section 10.06(c).


 


“Registered
Public Accounting Firm” has the meaning specified in the Securities Laws and shall be independent of the Company as prescribed
by the Securities Laws.


 


“Related
Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees,
agents, trustees, advisors and representatives of such Person and of such Person’s Affiliates.


 


“Relief
Period” means the period commencing on the Amendment No. 1 Effective Date and ending on the Relief Period Termination Date.


 


“Relief
Period Termination Date” means the date on which the Administrative Agent receives a Compliance Certificate from the Company
pursuant to Section 6.02(b) in respect of the fiscal quarter ending on or around December 31, 2021 and the Company is in compliance
with the Consolidated Leverage Ratio and the Consolidated Interest Coverage Ratio for such fiscal quarter.


 


“Removal Effective Date” has the
meaning specified in Section 9.06(b).


 


“Reportable
Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period
has been waived under applicable Law.


 


“Request
for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Committed Loans, a Committed
Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line
Loan, a Swing Line Loan Notice.


 


“Required
Lenders” means, as of any date of determination, Lenders having more than 50% of the Aggregate Commitments or, if the
commitment of each Lender to make Loans and the obligation of each L/C Issuer to make L/C Credit Extensions have been terminated
pursuant to Section 8.02, Lenders holding in the aggregate more than 50% of the Total Outstandings (with the aggregate amount
of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held”
by such Lender for purposes of this definition); provided, that the Total Credit Exposure of any Defaulting Lender shall
be excluded for purposes of making a determination of Required Lenders, and provided further, that if and to the extent
that the Defaulting Lender fails to fund its participation in any Swing Line Loan or Unreimbursed Amount and such amount has not
been reallocated to and funded by another Lender, then such amount shall be deemed to be held by the Lender that is the Swing Line
Lender or the applicable L/C Issuer, as the case may be, for as long as such Swing Line Lender or L/C Issuer is not itself a Defaulting
Lender, in making such determination.


 


“Resignation Effective Date” has
the meaning specified in Section 9.06(a).


 




    28


     


    

 


“Resolution
Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.


 


“Responsible
Officer” means (i) the chief executive officer, president, chief financial officer, treasurer or assistant treasurer
of a Loan Party, and with respect to any Designated Borrower, any other signatory authorized in writing by the board of directors,
the managing member or comparable governing body or Person of such Designated Borrower (each, an “Authorized Signatory”),
(ii) solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01, the secretary or any assistant
secretary of a Loan Party and, with respect to any Designated Borrower, an Authorized Signatory and (iii) solely for purposes of
notices given pursuant to Article II, any officer or employee of the applicable Loan Party so designated by any of the foregoing
officers in a notice to the Administrative Agent and, with respect to any Designated Borrower, an Authorized Signatory. Any document
delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized
by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be
conclusively presumed to have acted on behalf of such Loan Party.


 


“Restricted Lender” has the meaning
specified in Section 2.14(a).


 


“Restricted
Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any
capital stock or other Equity Interest of the Company or any Subsidiary, or any payment (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or
termination of any such capital stock or other Equity Interest, or on account of any return of capital to the Company’s stockholders,
partners or members (or the equivalent Person thereof).


 


“Revaluation
Date” means, with respect to any Loan, each of the following: (a) each date of a Borrowing of a Eurocurrency Rate Loan
denominated in an Alternative Currency, (b) each date of a continuation of a Eurocurrency Rate Loan denominated in an Alternative
Currency pursuant to Section 2.02, and (c) such additional dates as the Administrative Agent shall determine or the Required
Lenders shall require.


 


“Revolving
Credit Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding
Committed Loans and such Lender’s participation in L/C Obligations and Swing Line Loans at such time.


 


“Sanction(s)”
means any economic, financial, trade or similar sanctions or embargoes administered or enforced by the United States Government
(including, without limitation, OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury (“HMT”)
or other relevant sanctions authority.


 


“S&P”
means Standard & Poor’s Financial Services LLC, a subsidiary of the McGraw-Hill Companies, Inc. and any successor thereto.


 




    29


     


    

 


“UK
Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to
time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook
(as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions
and investment firms, and certain affiliates of such credit institutions or investment firms.


 


“UK
Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the
resolution of any UK Financial Institution.


 


“Unencumbered
Cash and Cash Equivalents” means cash or cash equivalents owned by Company and its Subsidiaries on a consolidated basis
(excluding assets of any retirement plan) which (a) are not the subject of any Lien, and (b) may be converted to cash within thirty
(30) days.


 


“United States” and “U.S.”
mean the United States of America. “Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i).


 


“U.S.
Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.


 


“U.S.
Tax Compliance Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(III).


 


“Write-Down
and Conversion Powers” means, (a) with respect
to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under
the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In
Legislation Schedule, and (b) with respect to the United Kingdom, any
powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability
of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that
liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument
is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of
the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.


 


1.02       Other
Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein
or in such other Loan Document:


 


(a)          The
definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,”
“includes” and “including” shall be deemed to be followed by the phrase “without limitation.”
The word “will” shall be construed to have the same meaning and effect as the word “shall.”
Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including
any Organization Document) shall be construed as referring to such


 






    	 	 33	 



     


    

 


agreement, instrument or other document as from time to time
amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements
or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to
include such Person’s successors and assigns, (iii) the words “hereto”, “herein,” “hereof”
and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to
such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan
Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating,
amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer
to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset”
and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and contract rights.


 


(b)          In
the computation of periods of time from a specified date to a later specified date, the word “from” means “from
and including;” the words “to” and “until” each mean “to but excluding;”
and the word “through” means “to and including.”


 


(c)          Section
headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation
of this Agreement or any other Loan Document.


 


(d)          Any
reference herein to a merger, consolidation, amalgamation, conveyance, assignment, sale, disposition or transfer, or similar term,
shall be deemed to apply to a division of or by a limited liability company or a limited partnership, as applicable, or an allocation
of assets to a series of a limited liability company or a limited partnership, as applicable (or the unwinding of such a division
or allocation), as if it were a merger, consolidation, amalgamation, conveyance, assignment, sale, disposition or transfer, or
similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company or a limited partnership,
as applicable, shall constitute a separate Person hereunder (and each division of any limited liability company or any limited
partnership, as applicable, that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).


 


1.03       Accounting
Terms.


 


(a)          Generally.  All
accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including
financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity
with, GAAP, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements,
except as otherwise specifically prescribed herein.


 


(b)          Changes
in GAAP.If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth
in any Loan Document, and either the Company or the Required Lenders shall so request, the Administrative Agent, the Lenders and


 




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such as cannot be
made or obtained until a later date (provided that (A) any notification or authorization described in clause (ii)
shall be made or obtained as soon as is reasonably practicable and (B) such failure or delay could not reasonably be expected
to adversely affect the enforceability of the Guaranty against the Company).


 


5.20       OFAC.
Neither the Company, nor any of its Subsidiaries, nor any director or officer thereof, nor, to the knowledge of the Company and
its Subsidiaries, any employee, agent, affiliate or representative thereof, is an individual or entity that is (i) currently the
subject or target of any Sanctions or (ii) included on OFAC’s List of Specially Designated Nationals, HMT’s Consolidated
List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by any other relevant sanctions authority,
(iii) 10% or more owned by an individual or entity that is on a list described in immediately preceding clause (ii) or (iv) located,
organized or resident in a Designated Jurisdiction.


 


5.21       Anti-Corruption
Laws. (a) The Company and its Subsidiaries have conducted their businesses in compliance in all material respects with
the PATRIOT Act.


 


(b)          The
Company and its Subsidiaries (x) have conducted their businesses in compliance in all material respects with the United
States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in other
jurisdictions and (y) have instituted and maintained reasonable and customary policies and procedures designed to promote and
achieve compliance with such laws in all material respects.


 


5.22      
EEAAffected
Financial Institutions. No Loan Party is an EEAAffected
Financial Institution.


 


5.23       Certificate
of Beneficial Ownership. As of the Closing Date, the information included in the Beneficial Ownership Certification,
if applicable, is true and correct in all respects.


 


5.24      
Covered Entities. No Loan Party is a Covered Entity.


 


ARTICLE VI.


AFFIRMATIVE COVENANTS


 


So long as any Lender
shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, the Company shall, and shall (except in the case of the covenants set forth in Sections 6.01,
6.02, and 6.03) cause each Subsidiary to:


 


6.01       Financial
Statements. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative
Agent and the Required Lenders:


 


(a)          as
soon as available, but in any event within 15 days after the date on which consolidated financial statements for such year are
required to be delivered to the SEC under the Securities Exchange Act, a consolidated balance sheet of the Company and its Subsidiaries
as at 


 




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in such a transaction is a Designated Borrower, then the transferee must either be the Company or a Designated Borrower;


 


(c)          any
Subsidiary (other than a Loan Party or a Material Subsidiary) may merge, dissolve, liquidate, consolidate with or into another
Person subject to compliance with Section 7.11, if applicable, or Dispose of (whether in one transaction or in a series
of transactions) all or substantially all of its assets (upon voluntary liquidation or otherwise) (whether now owned or hereafter
acquired) to or in favor of any Person; and


 


(d)          (i)
a Borrower may merge with any other Person (including a Material Subsidiary) so long as such Borrower is the surviving entity and
such merger complies with Section 7.11, if applicable; and (ii) a Material Subsidiary may merge with any other Person (other
than a Borrower) so long as the Material Subsidiary is the surviving entity and such merger complies with Section 7.11,
if applicable.


 


7.05       Restricted
Payments.  Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation to do
so, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would
result therefrom:


 


(a)          each
Subsidiary may make Restricted Payments to the Company, the Designated Borrowers and any other Person that owns an Equity Interest
in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted
Payment is being made;


 


(b)          the
Company and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or
other common Equity Interests of such Person;


 


(c)          the
Company and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests with the proceeds received from the substantially
concurrent issue of new shares of its common stock or other common Equity Interests;


 


(d)          the
Company may declare and pay cash dividends and purchase, redeem or otherwise acquire for cash Equity Interests issued by it so
long as the Consolidated Leverage Ratio is less than or equal to 3.50 to 1.00 (both before and after giving effect to such payment,
purchase, redemption or acquisition);


 


(e)         
at any time during the Relief Period when the Consolidated Leverage Ratio is greater
than 3.50 to 1.00 but less than or equal to 4.75 to 1.00 (both before and after giving effect to such payment), the Company may
declare and pay cash dividends so long as the Company does not increase the amount or frequency of any cash dividends (other than
increases in the aggregate amount, but in no event the amount per share, of such cash dividends due solely to the issuance or granting
of additional Equity Interests by the Company under employee or director stock purchase, stock grant, stock option or other incentive
plans) paid by the Company in the ordinary course of business prior to the Amendment No. 1 Effective Date; and


 




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(f)           (e)
in addition to the Restricted Payments permitted by clauseclauses
(d) and (e) of this Section 7.05, the Company
may (when the Consolidated Leverage Ratio is greater than 3.50 to 1.00) declare
and pay cash dividends and purchase, redeem or otherwise acquire for cash Equity Interests issued by it; provided that,
the aggregate of such dividends plus the aggregate consideration paid for all such purchases, redemptions and acquisitions after
the Closing Date under this clause (f) at times when the
Consolidated Leverage Ratio is greater than 3.50 to 1.00 (other than in respect of shares purchased for the purpose of satisfying
the Company’s obligations under employee or director stock purchase, stock grant and stock option plans) shall not exceed
$25,000,000.


 


7.06       Change
in Nature of Business.  Engage in any material line of business substantially different from a Permitted Business.


 


7.07       Transactions
with Affiliates. Enter into any transaction of any kind with any Affiliate of the Company, whether or not in the ordinary
course of business, other than (a) on fair and reasonable terms substantially as favorable to the Company or such Subsidiary as
would be obtainable by the Company or such Subsidiary at the time in a comparable arm’s length transaction with a Person
other than an Affiliate, or (b) transactions among the Company and its Subsidiaries so long as such transactions do not, either
individually or in the aggregate, have a Material Adverse Effect.


 


7.08       Limitation
on Restrictions Affecting the Company or any Subsidiary. Enter into any Contractual Obligation (other than this Agreement
or any other Loan Document) that limits the ability (a) of any Subsidiary to make Restricted Payments to the Company or any Designated
Borrower or to otherwise transfer property to the Company or any Designated Borrower, or (b) of the Company or any Subsidiary to
create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section
7.08 shall not prohibit:


 


(i)           any
negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.03(d) solely to the
extent any such negative pledge relates to the property financed by or the subject of such Indebtedness;


 


(ii)          restrictions
imposed by other permitted Indebtedness ranking pari passu with the Obligations, provided that such restrictions
are no more restrictive than those imposed by this Agreement;


 


(iii)         restrictions
imposed by applicable Law;


 


(iv)         restrictions
imposed by Indebtedness outstanding on the date hereof and listed on Schedule 7.03;


 


(v)          restrictions
imposed by Indebtedness relating to any property acquired by the Company or any Subsidiary (or restrictions imposed by Indebtedness
of a third party which third party is acquired by the Company or any Subsidiary) in an acquisition permitted by this Agreement,
provided in each case that such restrictions existed at the time of such acquisition, were not put in place in connection
with or in anticipation of


 




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7.10       Financial
Covenants.


 


(a)          Consolidated
Interest Coverage Ratio.Permit the Consolidated Interest Coverage Ratio as of the end of any period of four fiscal quarters
of the Company to be less than 3.00 to 1.00.the
ratio set forth below opposite such period:


 


	
Four Fiscal Quarters Ending On or Around
	 	Consolidated
    Interest Coverage Ratio
	June 30, 2018 through and including June 30, 2020	 	3.00 to 1.00
	September 30, 2020 through and including June 30, 2021	 	2.50 to 1.00
	September 30,
    2021 and each fiscal quarter thereafter	 	3.00 to 1.00



 


(b)          Consolidated
Leverage Ratio. Permit the Consolidated Leverage Ratio atas
of the last day of any timeperiod
of four fiscal quarters of the Company to be greater than 4.00 to 1.00.the
ratio set forth below opposite such period:


 


	
Four Fiscal Quarters Ending On or Around
	 	Consolidated
    Leverage Ratio
	June 30, 2018 through and including June 30, 2020	 	4.00 to 1.00
	September 30, 2020	 	5.00 to 1.00
	December 31, 2020 through and including March 31, 2021	 	5.25 to 1.00
	June 30, 2021	 	5.00 to 1.00
	September 30, 2021	 	4.50 to 1.00
	December 31, 2021 and each fiscal quarter thereafter	 	4.00 to 1.00



 


7.11       Acquisitions.
Consummate any Acquisition, unless (i) no Default or Event of Default shall have occurred and be continuing either immediately
before or immediately after giving effect to such Acquisition, and (ii) both immediately before and immediately after such Acquisition
(after giving pro forma effect to the consummation of such Acquisition as if the Acquisition occurred on the first day of the
four fiscal quarters most recently ended, and giving pro forma effect to the incurrence, repayment, prepayment, redemption or
defeasance of any Indebtedness in connection therewith), the Company is in compliance with each
of the covenants 


 




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  set forth in Section 7.10(a)
the Consolidated Interest Coverage Ratio is greater than or equal to 3.00 to 1.00, and (b) the Consolidated Leverage Ratio is
less than or equal to 4.00 to 1.00.


 


7.12       Sanctions.
Directly or indirectly, use the proceeds of any Credit Extension, or lend, contribute or otherwise knowingly make available such
proceeds to any Subsidiary, joint venture partner or other individual or entity, to fund any activities of or business with any
individual or entity, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in
any other manner that will result in a violation by any individual or entity (including any individual or entity participating
in the transaction, whether as Lender, Arranger, Administrative Agent, L/C Issuer, Swing Line Lender, or otherwise) of Sanctions.



 


7.13       Anti-Corruption
and Anti-Terrorism Laws.Directly or indirectly use the proceeds of any Loan for any purpose which would breach the
PATRIOT Act, the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti- corruption
legislation in other jurisdictions.


 


ARTICLE VIII.


EVENTS OF DEFAULT AND REMEDIES


 


8.01       Events
of Default. Any of the following shall constitute an Event of Default:


 


(a)          Non-Payment.
Any Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, and in the currency required hereunder,
any amount of principal of any Loan or any L/C Obligation, or (ii) within three Business Days after the same becomes due, any interest
on any Loan or on any L/C Obligation, or any fee due hereunder, or (iii) within five Business Days after the same becomes due,
any other amount payable hereunder or under any other Loan Document; or


 


(b)          Specific
Covenants. The Company fails to perform or observe any term, covenant or agreement contained in any of Section 6.03,
6.05(a) (to the extent it relates to preservation of legal existence of a Loan Party) or 6.10 or Article VII,
and with respect to Section 7.01 or 7.03, such failure continues for a period of 20 days; or


 


(c)          Other
Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a)
or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days
after the Company or such Loan Party has knowledge thereof; or


 


(d)          Representations
and Warranties. Any representation or warranty of the Company or any other Loan Party, or any written certification or other
material written statement of fact made or deemed made by the Company or any Loan Party or by a Responsible Officer on behalf of
the Company or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or
therewith shall be incorrect or misleading in any material respect when made or deemed made, except to the extent such representation,
warranty, written certification or other written statement of fact already contains a materiality qualifier in which case an Event
of Default shall exist if such representation, warranty, written certification or other


 




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9.10       LenderCertain
ERISA RepresentationMatters.


 


(a)          Each
Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date
such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative
Agent, and
the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the
benefit of the
Borrowers or any Borrowerother
Loan Party, that at least one of the following is and will be true:


 


(i)           such
Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101,
as modified by Section 3(42) of ERISA or otherwise)
of one or more Benefit Plans in connection with respect
to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters
of Credit or, the
Commitments or this Agreement,


 


(ii)         
the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined
by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance
company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts),
PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption
for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into,
participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,


 


(iii)         (A)
such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI
of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into,
participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into,
participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies
the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements
of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or


 


(iv)         such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion,
and such Lender.


 


(b)          In
addition, unless either
(1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such(2)
a Lender has not provided another representation, warranty and covenant
as provided in accordance
with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and
warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender
party hereto to the date such Person ceases being a Lender 


 



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party hereto to the
date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and
the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the
Borrowers or any Borrowerother
Loan Party, that:(i) none of the Administrative Agent,
or
the Arrangers or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved
in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit,
the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative
Agent under this Agreement, any Loan Document or any documents related to hereto
or thereto),


 


(ii)          the
Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning of
29 CFR § 2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds,
or has under management or control, total assets of at least $50,000,000, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E),


 


(iii)        
the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment
risks independently, both in general and with regard to particular transactions and investment strategies (including in respect
of the Obligations),


 


(iv)        
the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Code,
or both, with respect to the Loans, the Letters of Credit, the Commitments and this Agreement and is responsible for exercising
independent judgment in evaluating the transactions hereunder, and


 


(v)         
no fee or other compensation is being paid directly to the Administrative Agent, the Arrangers or any of their respective Affiliates
for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this
Agreement.


 


(c)          The
Administrative Agent and the Arrangers hereby inform the Lenders that each such Person is not undertaking to provide impartial
investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that
such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may
receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii) may
recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid
for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments
in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment
fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral
agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees,
amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or
fees similar to the foregoing.


 





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 fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral
agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees,
amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or
fees similar to the foregoing.


 


ARTICLE
X.


MISCELLANEOUS


 


10.01    Amendments,
Etc.Except as set forth in Sections 2.15 and 3.03(c), no amendment or waiver of any provision of this
Agreement or any other Loan Document, and no consent to any departure by the Company or any other Loan Party therefrom, shall be
effective unless in writing signed by the Required Lenders and the Company or the applicable Loan Party, as the case may be, and
acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and
for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:


 


(a)          waive
any condition set forth in Section 4.01(a) without the written consent of each Lender;


 


(b)          extend
or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written
consent of such Lender;


 


(c)          postpone
any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to
the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected
thereby;


 


(d)         
reduce the principal of, or the rate or amount of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause
(iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan
Document, without the written consent of each Lender directly affected thereby; provided, however, that only the
consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation
of any Borrower to pay interest or Letter of Credit Fees at the Default Rate;


 


(e)          change
Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without
the written consent of each Lender;


 


(f)          
amend Section 1.05 or the definition of “Alternative Currency” without the written consent of each Lender;


 


(g)         
change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying
the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination
or grant any consent hereunder, without the written consent of each Lender; or


 




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Act. Each Borrower shall, promptly following
a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent
or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer”
and anti-money laundering rules and regulations, including the PATRIOT Act.


 


10.18     Judgment
Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or
any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with
normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day
preceding that on which final judgment is given. The obligation of each Borrower in respect of any such sum due from it to the
Administrative Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency
(the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable
provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business
Day following receipt by the Administrative Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment
Currency, the Administrative Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase
the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally
due to the Administrative Agent or any Lender from any Borrower in the Agreement Currency, such Borrower agrees, as a separate
obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, as the case may be, against
such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent
or any Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees to return the amount of any
excess to such Borrower (or to any other Person who may be entitled thereto under applicable law).


 


 


10.19     Electronic
Execution of Assignments and Certain Other Documents.The words “execute”,
“executionThis Agreement and any document, amendment,”
“signed approval,”
“signature,” and words of like import in consent,
information, notice, certificate, request, statement, disclosure or authorization
related to any document to be signed in connection with to
this Agreement and the transactions contemplated hereby (including without limitation
Assignment and Assumptions, amendments or other modifications, Loan Notices, waivers and consents) shall be deemed to include electronic
signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative
Agent, or the keeping of records(each a “Communication”),
including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic
Signatures. Each of the parties hereto agrees that any Electronic Signature on or associated with any Communication shall be valid
and binding on each such party to the same extent as a manual, original signature, and that any Communication entered into by Electronic
Signature, will constitute the legal, valid and binding obligation of each such party enforceable against each such party in accordance
with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be
executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts
are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation,
use or acceptance by the Administrative


 



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Agent and each of the Lenders of a manually signed paper Communication which has been converted
into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format,
for transmission, delivery and/or retention. The Administrative Agent and each of the Lenders may, at its option, create one or
more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed
created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications
in electronicthe form,
each of which shall be ofan
Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the
same legal effect, validity orand
enforceability as a manually executed signature or the use of a paper-based recordkeeping
system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws
based on the Uniform Electronic Transactions Act, provided that notwithstandingpaper
record. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to
agree to accept electronic signaturesan
Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to
procedures approved by it; provided, further, without limiting the foregoing,
(a) to the extent the Administrative Agent has agreed to accept such Electronic Signature, the Administrative Agent and each of
the Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party without
further verification and (b) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly
followed by such manually executed counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature”
shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.


 


10.20    
AcknowledgmentAcknowledgement
and Consent to Bail-In of EEAAffected
Financial Institutions. Solely to the extent any Lender that is an EEA Financial
Institution is a party to this Agreement and notwithstanding Notwithstanding
anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such
parties related thereto, each party hereto acknowledges that any liability of
any Lender that is an EEAAffected
Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to
the Writewrite-down
and Conversion Powers of an EEAconversion
powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)         
the application of any Write-Down and Conversion Powers by an EEAthe
applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender that
is an EEAAffected Financial
Institution; and


 


(b)        
the effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)           a
reduction in full or in part or cancellation of any such liability, if applicable;


 


(ii)          a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEAAffected
Financial Institution, its parent


 




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undertaking,
or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership
will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document;
or


 


(iii)         the
variation of the terms of such liability in connection with the exercise of the Write-Downwrite-down
and Conversion Powers of any EEAconversion
powers of the applicable Resolution Authority.


 


[Remainder of page is


10.21     Acknowledgement Regarding Any Supported QFCs.To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Swap Contract or any other agreement or instrument that is
a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge
and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit
Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated
thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the
provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed
by the laws of the State of New York and/or of the United States or any other state of the United States):


 


(a)          In
the event a Covered Entity that is party to a Supported QFC (each, a “Covered
Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and
the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit
Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be
effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC
and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the
United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes
subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise
apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be
exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the
Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without
limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting
Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit
Support.


 


	 	(b)	As used in this Section 10.21, the following terms have the following meanings:


 


“BHC
Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance
with, 12 U.S.C. 1841(k)) of such party.


 






    133


     


    

 


“Covered Entity” means any
of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
§ 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §
47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §
382.2(b).


 


“Default
Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81,
47.2 or 382.1, as applicable.


 


“QFC”
has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with,
12 U.S.C. 5390(c)(8)(D).


 


[Signature
pages intentionally left blank; signature pages followremoved.]


 


Avnet, Inc.

 


Amended and Restated
Credit Agreement


Signature
Page


 






     

     


    

 


Annex B


 


See attached.


 






     


     


    

 


Annex B




 


EXHIBIT D


 


FORM OF COMPLIANCE CERTIFICATE


 


Financial Statement Date: _______________,
_____


 


To:Bank of America, N.A., as Administrative
Agent


 


Ladies and Gentlemen:


 


Reference
is made to that certain Amended and Restated Credit Agreement, dated as of June 28, 2018
(as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”;
the terms defined therein being used herein as therein defined), among Avnet, Inc., a New York corporation (the “Company”),
the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A.,
as Administrative Agent, an L/C Issuer and Swing Line Lender.


 


The undersigned Responsible
Officer hereby certifies as of the date hereof that he/she is the ______________________________________ of the Company, and that, as such, he/she is authorized
to execute and deliver this certificate to the Administrative Agent on behalf of the Company, and that:


 


[Use
following paragraph 1 for fiscal year-end financial statements]


1.       The
Company has delivered the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal
year of the Company ended as of the above date, together with the report and opinion of a Registered Public Accounting Firm required
by such section.


 


[Use
following paragraph 1 for fiscal quarter-end financial statements]


1.       The
Company has delivered the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter
of the Company ended as of the above date. Such financial statements fairly present the financial condition and results of operations
of the Company and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end
audit adjustments and the absence of footnotes.


 


2.       The
undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision,
a detailed review of the transactions and condition (financial or otherwise) of the Company during the accounting period covered
by such financial statements.


 


3.       A
review of the activities of the Company during such fiscal period has been made under the supervision of the undersigned with a
view to determining whether any Default or Event of Default occurred during such fiscal period. To the best knowledge of the undersigned
after making such review,


 


[select one:]


[no Default or Event
of Default has occurred (whether during such fiscal period or otherwise) and is continuing on the date hereof.] 


 






    D-1
Form of Compliance Certificate


     


    

 


--or--


[the following is
a list of each Default or Event of Default that has occurred (whether during such fiscal period or otherwise) and is continuing
on the date hereof and, in each case, the nature and status of such Default or Event of Default:]


 


4.       The
financial covenant analyses and information set forth on Schedules 1 and 2 attached hereto are true and accurate
on and as of the Financial Statement Date.


 


□Check
for distribution to Public Lenders and private side Lenders1


 


IN
WITNESS WHEREOF, the undersigned has executed this Certificate as of _______________, _____.


 


		AVNET, INC.
	 	 	 
	 	By:	 
	 	 	 
	 	Name: 	 
	 	 	 
	 	Title:	 



 





 






1
If this is not checked, this certificate will only be posted to private side Lenders.


 















    D-2
Form of Compliance Certificate


     


    

 


Financial Statement Date: ________________


 


SCHEDULE
1 

to the Compliance Certificate

($ in 000’s)


 


		I.	Section 7.10(a) – Consolidated Interest Coverage Ratio.
	 	 	 



		A.	Consolidated EBITDA for four consecutive fiscal quarters ending on above date (“Subject
Period”):



 


		1.	Consolidated Net Income for Subject Period:	$__________________



 


		2.	Consolidated Interest Charges2 for Subject Period:	$__________________



 


		3.	Provision for Federal, state, local and foreign income taxes payable by the Company and its Subsidiaries for Subject Period:	$__________________



 


		4.	Depreciation and amortization expenses for Subject Period:	$__________________



 


		5.	Gains or losses related to the early extinguishment of notes, bonds or other fixed income obligations



 


		6.	Non-cash or non-recurring expenses of the Company and its Subsidiaries (including non-cash expenses consisting of compensation
paid in the form of Equity Interests of the Company or its Subsidiaries and non-cash charges due to impairments recorded in such
period in accordance with Financial Accounting Standards Board’s Accounting Standards Codification 350) reducing Consolidated
Net Income for Subject Period:	$_________________



 


		7.	The amount of any restructuring charge, accrual, reserve
or integration cost or expense incurred or accrued on or after June 28, 2020 and prior to June 30, 2021, in connection with the
planning, undertaking and implementation of any restructuring, closure, reallocation, relocation, decommissioning, reconfiguration,
cost rationalization, reduction in force, exit or disposal plan, or operating expense reduction, including severance pay, other
employee termination costs, rent termination costs, moving costs and legal costs, in each case to the extent such transaction
is permitted under the Loan Documents, in an aggregate amount for all adjustments under clause (vi) of the definition of
“Consolidated EBITDA”, not to exceed $100,000,000 during the term of the Agreement:	$_________________



 





 



 


2 Consolidated Interest Charges
are not reduced by interest income.


 






    D-3
Form of Compliance Certificate


     


    

 


		8.	Non-cash items increasing Consolidated Net Income for Subject Period:	$_________________



 


		9.	Consolidated EBITDA (Lines I.A.1 + I.A.2 + I.A.3 + I.A.4 + I.A.5 + I.A.6 + I.A.7– I.A.8):	$_________________



 


		B.	Consolidated Interest Charges2 for Subject Period:	$_________________



 


		C.	Consolidated Interest Coverage Ratio

(Line I.A.9 ÷ Line I.B):	______________to 1.00



 


Minimum required:


 


	Four Fiscal Quarters Ending On or Around	Consolidated Interest Coverage Ratio
	June 30, 2018 through and including June 30, 2020	3.00 to 1.00
	September 30, 2020 through and including June 30, 2021	2.50 to 1.00
	September 30, 2021 and each fiscal quarter thereafter	3.00 to 1.00


 


	In Compliance?	 	[Yes/No]



 






    D-4
Form of Compliance Certificate


     


    

 


II.Section 7.10(b) –
Consolidated Leverage Ratio.


 


		A.	Consolidated Funded Indebtedness at Financial Statement Date:	$_______________



 


		B.	Consolidated EBITDA for Subject Period (Line I.A.9 above):	$_______________



 


		C.	Consolidated Leverage Ratio (Line II.A ÷ Line II.B):	_____________to 1.00



 


Maximum permitted:


 


	Four Fiscal Quarters Ending On or Around	Consolidated Leverage Ratio
	June 30, 2018 through and including June 30, 2020	4.00 to 1.00
	September 30, 2020	5.00 to 1.00
	December 31, 2020 through and including March 31, 2021	5.25 to 1.00
	June 30, 2021	5.00 to 1.00
	September 30, 2021 	4.50 to 1.00
	December 31, 2021 and each fiscal quarter thereafter	4.00 to 1.00


 


	In Compliance?	 	[Yes/No]



 






    D-5
Form of Compliance Certificate


     


    

 


Financial Statement Date: ________________


 


SCHEDULE
2 

to the Compliance Certificate

($ in 000’s)


Consolidated
EBITDA

(in accordance with the definition of Consolidated EBITDA

as set forth in the Agreement)


 


	Consolidated 

EBITDA	Quarter Ended ________	Quarter Ended ________	Quarter Ended ________	Quarter Ended ________	Twelve Months Ended ________
	Consolidated 

Net Income	 	 	 	 	 
	+Consolidated Interest Charges	 	 	 	 	 
	+income taxes	 	 	 	 	 
	+depreciation and amortization expenses	 	 	 	 	 
	+    gains or losses related to the early extinguishment of fixed income obligations	 	 	 	 	 
	+non-cash or non-recurring expenses reducing Consolidated Net Income	 	 	 	 	 
	+any restructuring charge, accrual, reserve or integration cost or expense incurred or accrued on or after June 28, 2020 and prior to June 30, 2021, in connection with the planning, undertaking and implementation of any restructuring, closure, reallocation, relocation, decommissioning, reconfiguration, cost rationalization, reduction in force, exit or disposal plan, or operating expense reduction, including severance pay, other employee termination costs, rent termination costs, moving costs and legal costs, in each case to the extent such transaction is permitted under the Loan Documents, in an aggregate amount for all adjustments under clause (vi) of the definition of “Consolidated EBITDA”, not to exceed $100,000,000 during the term of the Agreement	 	 	 	 	 
	-   non-cash items increasing Consolidated Net Income 	 	 	 	 	 
	=Consolidated EBITDA	 	 	 	 	 


 






    D-6
Form of Compliance Certificate