EX-10.O.XIV



 








	 	 	 
	ARROW ELECTRONICS, INC.

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

	 	Execution Copy






AMENDMENT
NO. 13 TO TRANSFER AND ADMINISTRATION AGREEMENT




          AMENDMENT NO. 13 TO TRANSFER AND ADMINISTRATION AGREEMENT, dated as of February 13, 2006 (this
“Amendment”), to that certain Transfer and Administration Agreement dated as of March 21,
2001, as amended by Amendment No. 1 to Transfer and Administration Agreement dated as of November
30, 2001, Amendment No. 2 to Transfer and Administration Agreement dated as of December 14, 2001,
Amendment No. 3 to Transfer and Administration Agreement dated as of March 20, 2002, Amendment No.
4 to Transfer and Administration Agreement dated as of March 29, 2002, Amendment No. 5 to Transfer
and Administration Agreement dated as of May 22, 2002, Amendment No. 6 and Limited Waiver to
Transfer and Administration Agreement dated as of September 27, 2002, Amendment No. 7 to Transfer
and Administration Agreement dated as of February 19, 2003, Amendment No. 8 to Transfer and
Administration Agreement dated as of April 14, 2003, Amendment No. 9 to Transfer and Administration
Agreement dated as of August 13, 2003, Amendment No. 10 to Transfer and Administration Agreement
dated as of February 18, 2004, Amendment No. 11 to Transfer and Administration Agreement dated as
of August 13, 2004 and Amendment No. 12 to Transfer and Administration Agreement dated as of
February 14, 2005 (as so amended and in effect, the “TAA”), by and among Arrow Electronics
Funding Corporation, a Delaware corporation (the “SPV”), Arrow Electronics, Inc., a New
York corporation, individually (“Arrow”) and as the initial Master Servicer, the several
commercial paper conduits identified on Schedule A to the TAA and their respective permitted
successors and assigns (the “Conduit Investors”; each individually, a “Conduit
Investor”), the agent bank set forth opposite the name of each Conduit Investor on such
Schedule A and its permitted successors and assigns (each a “Funding Agent”) with respect
to such Conduit Investor, and Bank of America, National Association, a national banking
association, as the administrative agent for the Investors (the “Administrative Agent”),
and the financial institutions from time to time parties thereto as Alternate Investors.
Capitalized terms used and not otherwise defined herein have the meanings assigned to such terms in
the TAA.




PRELIMINARY STATEMENTS:




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




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




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










 



 



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




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




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




“Commitment Termination Date” means the earliest to occur of (a) February
19, 2008, (b) the date the commitment of any Program Support Provider terminates
under any Program Support Agreement, and (c) the date of termination of any Program
Support Agreement; provided, that in any event the Commitment Termination
Date shall not occur prior to February 12, 2007 (or such later date as to which the
SPV, Arrow, each Conduit Investor, Funding Agent and Alternate Investor affected
thereby and the Administrative Agent may agree in writing).



               Section 1.2. Section 2.14 is amended by adding the following sentence to the end of such
section:




“Any amounts distributable to the SPV and not allocated pursuant to this Section
2.14, may, at the option of the SPV, be invested in Eligible Investments or in
direct obligations of (including obligations issued or held in book entry form on
the books of) the Department of the Treasury of the United States of America.”



               Section 1.3. Subsection 8.1 is amended by amending and restating clause (n) thereof, such
clause to read in its entirety as follows:



          “(n) the Consolidated Leverage Ratio on any day during any fiscal quarter set forth below
exceeds the ratio set forth below opposite such fiscal quarter:




	 	 	 
	Fiscal Quarter	 	Consolidated Leverage Ratio
	March 31, 2006
	 	6.00 to 1.00
	June 30, 2006
	 	5.00 to 1.00
	September 30, 2006
	 	5.00 to 1.00
	December 31, 2006
	 	5.00 to 1.00
	March 31, 2007
	 	5.00 to 1.00
	June 30, 2007
	 	5.00 to 1.00
	September 30, 2007
	 	5.00 to 1.00
	December 31, 2007 and
	 	4.00 to 1.00












 



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          thereafter




          ; or”




               Section 1.4. Subsection 8.1 is amended by amending and restating clause (o) thereof, such
clause to read in its entirety as follows:



          “(o) the Consolidated Interest Coverage Ratio for any period of four consecutive fiscal
quarters of Arrow ending with any fiscal quarter set forth below is less than the ratio set forth
below opposite such fiscal quarter:




	 	 	 
	 	 	Consolidated Interest
	Fiscal Quarter	 	Coverage Ratio
	March 31, 2006
	 	2.5 to 1.00
	June 30, 2006
	 	2.5 to 1.00
	September 30, 2006
	 	2.5 to 1.00
	December 31, 2006
	 	2.5 to 1.00
	March 31, 2007
	 	2.5 to 1.00
	June 30, 2007
	 	2.5 to 1.00
	September 30, 2007
	 	2.5 to 1.00
	December 31, 2007 and
	 	3.0 to 1.00
	thereafter
	 	 






               ; or”



               Section 1.5. Schedule IV to the TAA is amended by amending and restating the table contained
therein, such table to read in its entirety as follows:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Program Fee
	 	 	 	 	 	 	Rate (Per Annum)
	 	 	 	 	 	 	(prior to an
	Rating	 	Facility Fee	 	Accounting Based
	S&P/Moody’s	 	Rate (Per Annum)	 	Consolidation Event)
	Greater than or equal to A-/A3
	 	 	0.125	%	 	 	0.175	%
	BBB+/Baa1
	 	 	0.125	%	 	 	0.175	%
	BBB/Baa2
	 	 	0.150	%	 	 	0.225	%
	BBB-/Baa3
	 	 	0.175	%	 	 	0.300	%
	BB+/Ba1
	 	 	0.200	%	 	 	0.450	%












 



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	 	 	 	 	 	 	Program Fee
	 	 	 	 	 	 	Rate (Per Annum)
	 	 	 	 	 	 	(prior to an
	Rating	 	Facility Fee	 	Accounting Based
	S&P/Moody’s	 	Rate (Per Annum)	 	Consolidation Event)
	BB/Ba2
	 	 	0.300	%	 	 	0.550	%
	BB-/Ba3
	 	 	0.300	%	 	 	0.750	%
	Less than BB-/Ba3 or not rated
by each of S&P and Moody’s
	 	Base Rate	 	 	0.000	%






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




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



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



               Section 2.3. Representations and Warranties. The representations and warranties
contained in the Transaction Documents are true and correct on and as of the date hereof as though
made on and as of the date hereof after giving effect to this Amendment.



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









 



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




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



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



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



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




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



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



               Section 4.3. This Amendment contains the final and complete integration of all prior
expressions by the parties hereto with respect to the subject matter hereof and shall constitute
the entire agreement among the parties hereto with respect to the subject matter hereof superseding
all prior oral or written understandings.



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



          SECTION 5. Execution in Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which taken







 



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together shall constitute but one and the same agreement. Delivery of an executed counterpart
of a signature page to this Amendment by telefacsimile shall be effective as delivery of a manually
executed counterpart of this Amendment.




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




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







 



 






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




	 	 	 	 	 
	 	Arrow Electronics Funding Corporation,

as SPV

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



	 	 	 	 	 
	 	Arrow Electronics, Inc.,

individually and as Master Servicer

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



	 	 	 	 	 
	 	Kitty Hawk Funding Corporation,

as a Conduit Investor

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



	 	 	 	 	 
	 	Bank of America, National Association,

as a Funding Agent, as Administrative Agent, and as an

Alternate Investor

 	 
	 	By:  	/s/ Christopher G. Young
 	 
	 	 	Name:  	Christopher G. Young 	 
	 	 	Title:  	Vice President 	 









 



 

	 	 	 	 	 




	 	 	 	 	 	 	 
	 	 	Park Avenue Receivables Company LLC,

as a Conduit Investor	 	 
	 
	 	 	 	 	 	 
	 	 	By: JPMorgan Chase Bank, N.A. (formerly known as	 	 
	 	 	JPMorgan Chase Bank), its attorney-in-fact	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Mark J. Connor	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Mark Connor

Title: Vice President
	 	 






	 	 	 	 	 
	 	JPMorgan Chase Bank, N.A., 

(formerly known as JPMorgan Chase Bank) as a Funding

Agent and as an Alternate Investor

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









 



 

	 	 	 	 	 




	 	 	 	 	 	 	 	 	 
	 	 	Alpine Securitization Corp., 

as a Conduit Investor	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By: Credit Suisse, New York Branch,

its attorney-in-fact	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Joseph Soave	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Joseph Soave

Title: Director	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Mark Lengel	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Mark Lengel	 	 
	 

	 	 	 	 	 	Title: Director
	 	 






	 	 	 	 	 
	 	Credit Suisse, New York Branch

as a Funding Agent and as an Alternate Investor

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



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









 



 

	 	 	 	 	 



	 	 	 	 	 
	 	Liberty Street Funding Corp., 

as a Conduit Investor

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



	 	 	 	 	 
	 	The Bank of Nova Scotia, 

as a Funding Agent and as an Alternate Investor

 	 
	 	By:  	/s/ Norman Last
 	 
	 	 	Name:  	Norman Last 	 
	 	 	Title:  	Managing Director 	 










 



 

	 	 	 	 	 



	 	 	 	 	 
	 	Gotham Funding Corporation, 

as a Conduit Investor

 	 
	 	By:  	/s/ R. Douglas Donaldson
 	 
	 	 	Name:  	R. Douglas Donaldson 	 
	 	 	Title:  	Treasurer 	 
	 



	 	 	 	 	 
	 	The Bank of Tokyo-Mitsubishi UFJ, Ltd., New 

York Branch, 

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

 	 
	 	By:  	/s/ Aditya Reddy
 	 
	 	 	Name:  	Aditya Reddy 	 
	 	 	Title:  	VP 	 
	 



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

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

 	 
	 	By:  	/s/ Christopher J. De Lauro
 	 
	 	 	Name:  	Christopher J. De Lauro        	 
	 	 	Title:  	Authorized Signatory 	 










 



 

	 	 	 	 	 




	 	 	 	 	 	 	 	 	 
	 	 	Old Line Funding, LLC, 
as a Conduit Investor	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	 /s/ Kimberly L. Wagner	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Kimberly L. Wagner	 	 
	 

	 	 	 	 	 	Title: Authorized Signatory
	 	 






	 	 	 	 	 
	 	Royal Bank of Canada

as a Funding Agent and as an Alternate Investor

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



	 	 	 	 	 
	 	 	 
	 	By:  	     /s/ Kevin Wilson
 	 
	 	 	Name:  	Kevin Wilson        	 
	 	 	Title:  	Authorized Signatory 	 
	 



	 	 	 	 	 	 	 
	 	 	Variable Funding Capital Company Llc

as a Conduit Investor	 	 
	 
	 	 	 	 	 	 
	 	 	By: Wachovia Capital Markets, LLC, as attorney-in-fact	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 /s/ Douglas R. Wilson, Sr.	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Douglas R. Wilson, Sr.	 	 
	 

	 	 	 	Title: Vice President
	 	 






	 	 	 	 	 
	 	Wachovia Bank, National Association, 

as a Funding Agent and as an Alternate Investor

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