Ex.10(b)



 





Exhibit 10(b)




EXECUTION COPY




AMENDMENT NO. 11 TO TRANSFER AND ADMINISTRATION AGREEMENT




          AMENDMENT NO. 11 TO TRANSFER AND ADMINISTRATION AGREEMENT, dated as of
August 13, 2004 (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, and
Amendment No. 10 to Transfer and Administration Agreement dated as of February
18, 2004 (as so amended and in effect, the “TAA”), by and among Arrow
Electronics Funding Corporation, a Delaware corporation (the
“SPV”), Arrow
Electronics, Inc., a New York corporation, individually (“Arrow”) and as the
initial Master Servicer, the several commercial paper conduits identified on
Schedule A to the TAA and their respective permitted successors and assigns
(the “Conduit Investors”; each individually, a “Conduit Investor”), the agent
bank set forth opposite the name of each Conduit Investor on such Schedule A
and its permitted successors and assigns (each a “Funding Agent”) with respect
to such Conduit Investor, and Bank of America, National Association, a national
banking association, as the administrative agent for the Investors (the
“Administrative Agent”), and the financial institutions from time to time
parties thereto as Alternate Investors. Capitalized terms used and not
otherwise defined herein have the meanings assigned to such terms in the TAA.



PRELIMINARY STATEMENTS:




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



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



          WHEREAS,
Old Line Funding, LLC and Bowand, LLC (“Bowand”) desire to become
Conduit Investors under the TAA and Royal Bank of Canada and Danske Bank A/S,
New York Branch desire to become Alternate Investors and Funding Agents under
the TAA;



          WHEREAS, Kitty Hawk Funding Corporation and Delaware Funding Company, LLC
have agreed to reduce their respective Conduit Funding Limits and Bank of
America and JPMorgan Chase Bank have agreed to reduce their respective
Alternate Investor Commitments;



 









 





Exhibit 10(b)


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



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



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



               Section 1.1. Section 1.1 is amended by amending and restating the
definition of “Multi-year Credit Agreement,” such definition to read in its
entirety as follows:




“Multi-year Credit Agreement” means the $450,000,000 Amended and
Restated Three-Year Credit Agreement, dated as of December 18,
2003, among Arrow, the subsidiary borrowers parties thereto, the
several banks and other financial institutions from time to time
parties thereto, Bank of America, N.A., The Bank of Nova Scotia,
BNP Paribas and Fleet National Bank, as Syndication Agents, and
JPMorgan Chase Bank, as Administrative Agent, as the same may from
time to time be amended, supplemented or otherwise modified, or, in
the event that such Amended and Restated Three Year Credit
Agreement has expired, has terminated or is otherwise no longer in
effect, the “Multi-year Credit Agreement” shall mean the then
current replacement credit or loan facility among Arrow and the
lender(s) party thereto; provided, however, that if no such credit
or loan facility is then in effect, the Multi-year Credit Agreement
shall mean the most recent credit or loan facility as in effect
immediately prior to its expiration, or other termination.



               Section 1.2. As of the effective date of this Amendment, Royal Bank of
Canada, as Alternate Investor and Funding Agent, Old Line Funding, LLC, as
Conduit Investor, Danske Bank A/S, New York Branch, as Alternate Investor and
Funding Agent, and Bowand, LLC, as Conduit Investor (collectively, the “New TAA
Parties”), shall each be a party to the TAA and, to the extent provided in
this Amendment, have the rights and obligations of an Alternate Investor,
Funding Agent or Conduit Investor, as applicable, thereunder.



     Accordingly, each of the New TAA Parties (i) confirms that it has received
a copy of the TAA, the First Tier Agreement and each Originator Agreement
together with copies of the financial statements referred to in Section 6.1 of
the TAA, to the extent delivered through the date of this Amendment, and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Amendment; (ii) appoints and
authorizes the Administrative Agent and the Related Funding Agent to take such
action as Administrative Agent or the Related Funding Agent on its behalf and
to exercise such powers and discretion under the TAA and the other Transaction
Documents as are delegated to the Administrative Agent or the Related Funding
Agent by the terms thereof, together with such



- 2 -









 





Exhibit 10(b)


powers and discretion as are reasonably incidental thereto; (iii) agrees that
it will perform in accordance with their terms all of the obligations which by
the terms of the TAA are required to be performed by it as an Alternate
Investor or Conduit Investor, as applicable; and (iv) specifies as its address
for notices and its account for payments the office and account set forth
beneath its name on the signature pages hereof; and (v) has pursuant to Section
9.3(e) of the TAA, agreed to deliver the forms prescribed by the Internal
Revenue Service of the United States of America certifying as to the Assignee’s
status for purposes of determining exemption from United States withholding
taxes with respect to all payments to be made to the Assignee under the TAA or
such other documents as are necessary to indicate that all such payments are
subject to such rates at a rate reduced by an applicable tax treaty.



               Section 1.3. Schedule A to the TAA is deleted in its entirety and is
replaced with the schedule attached hereto as Annex I.



               Section 1.4. Schedule B to the TAA is deleted in its entirety and is
replaced with the schedule attached hereto as Annex II.



               Section 1.5. Schedule 11.3 to the TAA is deleted in its entirety and is
replaced with the schedule attached hereto as Annex III.



               Section 1.6. In addition to the foregoing and notwithstanding anything to
the contrary contained in the TAA, each of the parties hereto hereby agree as
follows:



     so long as Bowand is a Conduit Investor party to the TAA,



                    (i) Polonius Inc., a corporation organized under the laws of the state of
Delaware (“Polonius”), shall be deemed to be:



                         (1) a “Conduit Investor” for purposes of the definition of “Commercial
Paper”, Sections 2.4(b), 2.4(f), 11.11
and 11.12, and the definitions of “CP
Rate” and “Yield” in Section 2.4(d), of the TAA;



                         (2) a “Match Funding Conduit Investor” for purposes of the definition of
“Interest Component”, Sections 2.4(b) and 2.5, and the definitions of
“Alternate Rate”, “CP Rate” and“Rate
Period” in Section 2.4(d), of the TAA; and



                         (3) an
“Investor” for purposes of Sections 2.3(b)(ii)
and 9.1 through 9.6
of the TAA; provided that no provision of this Section 1.6(i) shall result in a
duplicate obligation owing by the SPV to Bowand and Polonius under
Section 2.4
or 2.5 or Schedule I or IV of the TAA in respect of Yield or Fees, determined
as if Bowand and Polonius were one in the same Conduit Investor (or Match
Funding Conduit Investor, as applicable) for purposes thereof.



                    (ii) Polonius agrees to be bound by, and to comply with, the applicable
provisions of Sections 2.4, 9.2, 9.3 and
11.4 of the TAA.



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Exhibit 10(b)

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



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



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



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



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



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



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



- 4 -









 




Exhibit 10(b)

               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.
Legal Matters. All instruments and legal and corporate
proceedings in connection with the transactions contemplated by this Amendment
shall be satisfactory in form and substance to the Administrative Agent, the
Administrative Agent’s counsel and each Funding Agent and the fees and expenses
of counsel to the Administrative Agent incurred in connection with the
execution of this Amendment and the transactions contemplated hereby shall have
been paid in full.



          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.



- 5 -









 




Exhibit 10(b)

          SECTION
5. Execution in Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to
be an original and all of which taken together shall constitute but one and the
same agreement. Delivery of an executed counterpart of a signature page to
this Amendment by telefacsimile shall be effective as delivery of a manually
executed counterpart of this Amendment.



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



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



- 6 -









 





          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
M. Birns 	 
	 	 	Name:  	Ira M. Birns 	 
	 	 	Title:  	President 	 



	 	 	 	 	 
	 	Arrow Electronics, Inc.,

individually and as Master Servicer

 	 
	 	By:  	/s/ Ira M. Birns
 	 
	 	 	Name:  	Ira M. Birns 	 
	 	 	Title:  	Vice President and Treasurer 	 



	 	 	 	 	 
	 	Kitty Hawk Funding Corporation,

as a Conduit Investor

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



	 	 	 	 	 
	 	Bank of America, National Association,

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

Alternate Investor

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




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Delaware Funding Company, LLC,


as a Conduit Investor



By: JPMorgan Chase Bank, its attorney-in-fact

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



	 	 	 	 	 
	 	JPMorgan Chase Bank,

(successor by merger to Morgan Guaranty Trust Company 

of New York) as a Funding Agent and as an Alternate 

Investor
 	 
	 	By:  	/s/ Christopher Lew
 	 
	 	 	Name:  	Christopher Lew 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	Alpine Securitization Corp.,

as a Conduit Investor



By: Credit Suisse First Boston, New York Branch,

its attorney-in-fact	 




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



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



	 	 	 	 	 
	 	Credit Suisse First Boston, New York Branch

as a Funding Agent and as an Alternate Investor

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	By:  	     /s/ Alberto Zonca
 	 
	 	 	Name:  	Alberto Zonca 	 
	 	 	Title:  	Vice President 	 



	 	 	 	 	 
	 	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, Ltd., New York

Branch,

as a Funding Agent

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



 









 






	 	 	 	 	 



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

Branch,

as an Alternate Investor

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



	 	 	 	 	 
	 	Bowand, LLC,

as a Conduit Investor

 	 
	 	By:  	/s/ Bernard J. Angelo
 	 
	 	 	Name:  	Bernard J. Angelo 	 
	 	 	Title:  	President 	 
	 
	 	Notice Delivered to:



Bowand, LLC

c/o Global Securitization Services, LLC

445 Broad Hollow Road

Melville, NY 11747

Ph: (631) 587-4700

Fax: (212) 302-8767
	 



	 	 	 	 	 
	 	Danske Bank A/S, New York Branch,

as a Funding Agent and as an Alternate Investor

 	 
	 	By:  	/s/ John
A. O’Neill                                
	/s/ Peter L. Hargraves
	 	 	Name:  	John A. O’Neill
                             	Peter L. Hargraves
	 	 	Title:  	Assistant General Manager
             	 Vice President
	 
	 	Notice Delivered to:



Danske Bank A/S, New York Branch

299 Park Avenue, 14th Floor

New York, New York 10171-1499

 	 
	 	 	 
	 	 	 
	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Attention: Joe Brandariz

Telephone: 212/984-8430

Facsimile: 212/984-9570	 



	 	 	 	 	 
	 	Old Line Funding, LLC,

as a Conduit Investor	 




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



	 	 	 	 	 
	 	Notice Delivered to:



OLD LINE FUNDING, LLC

c/o Global Securitization Services, LLC

445 Broad Hollow Road

Suite 239

Melville, NY 11747

Attention: Andrew L. Stidd, Managing Director

Tel. No.: (631) 930-7207

Facsimile No.: (212) 302-8767	 



	 	 	 	 	 
	 	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/ Steven F. Adams
 	 
	 	 	Name:  	Steven F. Adams 	 
	 	 	Title:  	Authorized Signatory 	 



	 	 	 	 	 
	 	Notice Delivered to:



ROYAL BANK OF CANADA

One Liberty Plaza, 5th Floor

New York, NY 10006-1404

Attention: Managing Director, Global Securitization Group

Tel No.: (212) 428-6537

Facsimile No.: (212) 428-2304

 	 



 









 






	 	 	 	 	 




Agreed and Acknowledged to by :


	 	 	 	 	 
	 	Polonius Inc.

as a commercial paper conduit

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




 









 






	 	 	 	 	 



ANNEX I




Schedule A




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

	Kitty Hawk Funding

Corporation

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

Company, LLC

	 	$	82,280,000	 	 	JPMorgan Chase Bank
(successor by
merger to Morgan
Guaranty Trust
Company)
	 	JPMorgan Chase Bank
(successor by
merger to Morgan
Guaranty Trust
Company)
	 	$	82,280,000	 
	Alpine
Securitization
Corp.

	 	$	82,280,000	 	 	Credit Suisse First

Boston, New York

Branch
	 	Credit Suisse First

Boston, New York

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

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

Corporation

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

LLC

	 	$	74,800,000	 	 	Royal Bank of Canada
	 	Royal Bank of Canada
	 	$	74,800,000	 
	Bowand, LLC

	 	$	74,800,000	 	 	Danske Bank A/S,

New York Branch
	 	Danske Bank A/S,

New York Branch
	 	$	74,800,000	 







 









 






Annex II




SCHEDULE B




Match Funding Conduit
Investors




Kitty Hawk Funding Corporation




Old Line Funding, LLC




Bowand, LLC




 









 









Annex III




SCHEDULE 11.3




Address and Payment
Information




If to the Conduit Investors:





	(1)	 	Kitty Hawk Funding Corporation

Lord Securities

48 Wall Street

27th Floor

New York, New York 10005

Attention: Jill Gordon

Telephone: 212/346-9021

Facsimile: 212/346-9012
	 
	(2)	 	Delaware Funding Company, LLC

500 Stanton Christiana Road

Newark, DE 19713

Location: CS /2

Attention: Asset Backed Finance

Telephone: 302/634-5501

Facsimile: 302/634-5490
	 
	(3)	 	Alpine Securitization Corp.

c/o Credit Suisse First Boston, New York Branch

as Administrative Agent

11 Madison Avenue

New York, NY 10010

Attention: Joe Soave

Telephone: 212/325-9082

Facsimile: 212/325-4519
	 
	(4)	 	Liberty Street Funding Corp.

c/o Global Securitization Services, LLC

114 West 47th Street

Suite 1715

New York, NY 10036

Attention: Andrew L. Stidd

Telephone: 212/302-5151

Facsimile: 212/302-8767




 









 






	(5)	 	Gotham Funding Corporation

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

1251 Avenue of the Americas

New York, New York 10020

Attention: Devang Sodha

Telephone: 212/782-5980

Facsimile: 212/782-6998
	 
	(6)	 	Old Line Funding, LLC

c/o Global Securitization Services, LLC

445 Broad Hollow Road

Suite 239

Melville, NY 11747

Attention: Tony Wong

Tel. No.: (631) 930-7207

Facsimile No.: (212) 302-8767
	 
	(7)	 	Bowand, LLC

c/o Global Securitization Services, LLC

445 Broad Hollow Road

Suite 239

Melville, NY 11747

Ph: (631) 587-4700

Fax: (212) 302-8767





If to the Alternate Investors:





	(1)	 	Bank of America, National Association

NC1-027-19-01

214 North Tryon Street, 19th Floor

Charlotte, NC 28255

Attention: Global Asset Backed Securitization Group;
Portfolio Management

Attention: Charu Mani

Telephone: 704/683-4692

Facsimile: 704/388-9169
	 
	(2)	 	JPMorgan Chase Bank

4 New York Plaza, 6th Floor

New York, NY 10004

Attention: Conduit Administration

Telephone: (212) 623-5370

Facsimile: (212) 623-5980




 









 






	(3)	 	Credit Suisse First Boston, New York Bank

11 Madison Avenue

New York, New York 10010

Attention: Joe Soave

Telephone: 212/325-9082

Facsimile: 212/325-4519
	 
	(4)	 	The Bank of Nova Scotia

1 Liberty Plaza, 26th Floor

New York, New York 10006

Attention: [Richard L. Taiano]

Telephone: 212/225-5070

Facsimile: 212/225-5290
	 
	(5)	 	The Bank of Tokyo-Mitsubishi, Ltd., New York Branch

1251 Avenue of the Americas

New York, New York 10020

Attention: US Corporate Banking, PMG Group, Spencer Hughes

Telephone: 212/782-4226

Facsimile: 212/782-6998
	 
	(6)	 	Royal Bank of Canada

One Liberty Plaza, 5th Floor

New York, NY 10006-1404

Attention: Managing Director, Global Securitization Group

Tel No.: (212) 428-6537

Facsimile No.: (212) 428-2304
	 
	(7)	 	Danske Bank A/S, New York Branch

299 Park Avenue, 14th Floor

New York, New York 10171-1499

Attention: Peter Hargraves

Telephone: 212/984-8433

Facsimile: 212/984-9567





If to the Funding Agents:





	(1)	 	Bank of America, National Association,

as Funding Agent for Kitty Hawk Funding Corporation

NC1-027-19-01

214 North Tryon Street, 19th Floor

Charlotte, NC 28255

Attention: Global Asset Backed Securitization Group;

                    Portfolio Management

Telephone:704/683-4692

Facsimile:704/388-9169




 









 






	 	 	Payment Information:


Deutsche Bank

	 	 	ABA 021001033

Account No.: 00362941

Account Name: DB as Depository for KHFC
	 
	(2)	 	JPMorgan Chase Bank,

as Funding Agent for Delaware Funding Corporation

4 New York Plaza, 6th Floor

New York, NY 10004

Attention: Conduit Administration

Telephone: (212) 623-5370

Facsimile: (212) 623-5980
	 
	 	 	Payment Information:
	 
	 	 	JPMorgan Chase Bank

ABA No. 021-000-021

Account No. 507953622

Reference: Arrow Funding Corp.
	 
	(3)	 	Credit Suisse First Boston New York Branch,

as Funding Agent for Alpine Securitization Corp.

11 Madison Avenue

New York, New York 10010

Attention: Joe Soave

Telephone: 212/325-9082

Facsimile: 212/325-4519
	 
	 	 	Payment Information:
	 
	 	 	Bank of New York

ABA No. 02-000-018

Account No. 890-038-7025

Reference: Arrow Funding
	 
	(4)	 	The Bank of Nova Scotia,

as Funding Agent for Liberty Street Funding Corp.

1 Liberty Plaza, 26th Floor

New York, New York 10006

Attention: Richard L. Taiano

Telephone: 212/225-5070

Facsimile: 212/225-5290




 









 






	 	 	Payment Information:
	 
	 	 	The Bank of Nova Scotia- New York Agency

ABA No. 026-002-532

Account No. 02158-13

Reference: Arrow Electronics Funding Corporation [Reason for
Payment]
	 
	(5)	 	The Bank of Tokyo-Mitsubishi, Ltd., New York Branch

as Funding Agent for Gotham Funding Corporation

1251 Avenue of the Americas

10th Floor

New York, New York 10020

Attention: Aditya Reddy

Telephone: 212/782-6957

Facsimile: 212/782-6448

	 
	 	 	Payment Information:
	 
	 	 	Bank of Tokyo-Mitsubishi Trust Company

ABA No. 026-009-687

Account Name: Gotham Funding Corporation

Account No. 310035147

Reference: Arrow - Electronics
	 
	(6)	 	Royal Bank of Canada

as Funding Agent for Old Line Funding, LLC

Global Securitization Group

One Liberty Plaza

New York, New York 10006-1404

Attention:Tony Cowart

Telephone:212/428-6291

Facsimile:212/428-2304

	 
	 	 	Payment Information:
	 
	 	 	Deutsche Bank Trust Company Americas

ABA #021-001-033

Account Name: Old Line Funding Corporation

Account # 048-72-850

Reference: Kim Sukdeo/Arrow Electronics

(212) 602-1263
	 
	(7)	 	Danske Bank A/S, New York Branch

as Funding Agent for Bowand, LLC

299 Park Avenue, 14th Floor

New York, New York 10171-1499




 









 






	 	 	Attention:Joe Brandariz

Telephone:212/984-8430

Facsimile:212/984-9570
	 
	 	 	Payment Information:
	 
	 	 	Danske Bank A/S, New York, New York

ABA #026-003-719

Reference: Bowand, LLC





If to the SPV:



Arrow Electronics Funding Corporation

7459 South Lima Street

Building 2

Englewood, Colorado 80112

Telephone:

Facsimile:



Payment Information:

Chase Manhattan Bank

ABA 021 000 021

Account No. 323-1-96500

Reference A/R Securitization Funding



If to Arrow or the Master Servicer:



Arrow Electronics, Inc.

50 Marcus Drive

Melville, New York 11747

Telephone: (631) 847-1657

Facsimile: (631) 847-5379



Payment Information:



Chase Manhattan Bank

New York, NY

ABA 021000021

Account No. 144-0-91175



If to the Administrative Agent:



Bank of America, National Association

NC1-027-19-01

214 North Tryon Street, 19th Floor

Charlotte, NC 28255



 









 





Attention: Global Asset Backed Securitization Group;
    
            Portfolio Management

Attention: Charu Mani

Telephone: 704/683-4692

Facsimile: 704/388-9169



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



Bank of America, National Association,

as Administrator

NC1-027-19-01

214 North Tryon Street

Charlotte, NC 28255

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



Telephone: 704/388-9464

Facsimile: 704/388-0027

Email: timothy.pacitto@bankofamerica.com



Payment Information:



Collection Account



ABA 053 000 196

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

Account No. 0006 8765 0051

Reference: Arrow Electronics



Funding Account



ABA 026009593

Account Name: BA as Agent for Investors - Arrow Electronics

Account No. 0006 8765 0048

Reference: Arrow Electronics