EX-10.1






Exhibit 10.1




AMENDMENT NO. 6 TO

SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT




This Amendment No. 6 to Second Amended and Restated Receivables Purchase Agreement (this
“Amendment”) is dated as of August 21, 2014, among Avnet Receivables Corporation, a
Delaware corporation (“Seller”), Avnet, Inc., a New York corporation (“Avnet”), as
initial Servicer (the Servicer together with Seller, the “Seller Parties” and each a
“Seller Party”), each of the entities party hereto identified as a “Financial Institution”
(together with any of their respective successors and assigns hereunder, the “Financial
Institutions”), each of the entities party hereto identified as a “Company” (together with any
of their respective successors and assigns hereunder, the “Companies”) and JPMorgan Chase
Bank, N.A. (successor by merger to Bank One, NA (Main Office Chicago)), as agent for the Purchasers
or any successor agent hereunder (together with its successors and assigns hereunder, the
“Agent”), amending the Second Amended and Restated Receivables Purchase Agreement, dated as
of August 26, 2010, as amended by Amendment No. 1 thereto, dated as of December 28, 2010, Amendment
No. 2 thereto, dated as of August 25, 2011, Amendment No. 3 thereto, dated as of March 7, 2012,
Amendment No. 4 thereto, dated as of August 23, 2012, and Amendment No. 5 thereto, dated as of
August 22, 2013, each among the Seller Parties, the Financial Institutions party thereto, the
Companies party thereto, and the Agent (the “Original Agreement,” and as further amended,
modified or supplemented from time to time, the “Receivables Purchase Agreement”).



RECITALS




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



AGREEMENT




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



Section 1. Definitions Used Herein. Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings set forth for such terms in, or incorporated by
reference into, the Original Agreement.



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



(a) The following new paragraphs are hereby added to the Preliminary Statements to the
Original Agreement after the seventh existing paragraph:




“In connection with Amendment No. 5 to this Agreement, dated as of August 22,
2013, Section 13.7(b) of the Original Agreement was amended, various defined terms
in the Original Agreement were amended and the term of this Agreement was extended
until August 21, 2014.




Pursuant to an assignment agreement entered into as of August 21, 2014, BOFA
and the BOFA Company each ceased to be parties to this Agreement, JPM Chase assigned
its rights and duties as a Financial Institution hereunder to Chariot Funding LLC
(“Chariot”), Branch Banking and Trust Company (“BB&T”) became a
party hereto as a Financial Institution and as a Company (in the latter capacity,
the “BB&T Company”) and Wells Fargo Bank, National Association
(“WFB”) became a party hereto as a Financial Institution and as a Company
(in the latter capacity, the “WFB Company”). JPM Chase continues to act as
Agent hereunder and Chariot continues to be a Company hereunder.




In connection with Amendment No. 6 to this Agreement, dated as of August 21,
2014, the Liquidity Termination Date was extended to August 19, 2016, the Purchase
Limit was increased to $900,000,000, and certain other revisions reflecting the
addition of new Purchasers to this Agreement pursuant to the assignment agreement
described above and addressing certain other matters were made.”



(b) Article II of the Original Agreement is hereby amended by adding thereto the following new
Section 2.9:




“Section 2.9 Compliance with FATCA. If a payment made to a Purchaser under
the Agreement would be subject to U.S. federal withholding tax imposed by FATCA if
such Purchaser were to fail to comply with the applicable reporting requirements of
FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as
applicable), such Purchaser shall deliver to the Seller Parties and the Agent at the
time or times prescribed by law and at such time or times reasonably requested by
the Seller Parties or the Agent such documentation prescribed by applicable law
(including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such
additional documentation reasonably requested by the Seller Parties or the Agent as
may be necessary for the Seller Parties and the Agent to comply with their
obligations under FATCA and to determine that such Purchaser has complied with its
obligations under FATCA or to determine the amount to deduct and withhold from such
payment. In the event that a Purchaser does not deliver to the Seller Parties and
the Agent the documentation prescribed by applicable law or reasonably requested by
the Seller Parties or the Agent, as required under this Section 2.9, the Seller
Parties and the Agent shall be authorized to deduct from payments to be made to such
Purchaser amounts representing taxes payable by such Purchaser under FATCA, as
determined in the sole discretion of the Seller Parties or the Agent, and to remit
such amounts to the applicable governmental authorities. For purposes of this
Section 2.9, “FATCA” shall include any amendments made to FATCA after the date of
this Agreement.”



(c) Section 4.1 of the Original Agreement is hereby amended by deleting the last
sentence thereof and replacing it with the following:




“Notwithstanding the foregoing, any Financial Institution that is also a Company
shall continue to receive CP Costs and Company Costs in accordance with Article III
rather than Yield at the Discount Rate in accordance with this Article IV;
provided, that, for Chariot Funding LLC, the foregoing will only apply to
those Purchaser Interests of Chariot Funding LLC that are funded by the issuance of
Commercial Paper.”



(d) Section 5.1(p) of the Original Agreement is hereby amended by deleting the last
sentence thereof and replacing it with the following:




“Such Seller Party is not and, will not as a result of the transactions contemplated
hereby be, required to register as an “investment company” under the Investment
Company Act of 1940, as amended, without reliance on the exceptions contained in
Sections 3(c)(1) or 3(c)(7) thereunder unless such Seller Party is entitled to the
benefit of the exclusion for loan securitizations in the Volcker Rule under C.F.R.
75.10(c)(8).”



(e) Section 5.1 of the Original Amendment is hereby amended by adding thereto the
following new clause (x):




“(x) Anti-Corruption Laws and Sanctions. Neither the Seller Parties,
nor any of their respective Subsidiaries, nor, to the knowledge of the Seller
Parties or their respective Subsidiaries, any director, officer, employee, agent,
affiliate or representative of the Seller Parties or their respective Subsidiaries,
is an individual or entity that is (i) currently the subject or target of any
Sanctions or (ii) located, organized or resident in any country or territory to the
extent that such country or territory itself is the subject of any country-wide
Sanction.”



(f) Section 7.1 of the Original Agreement is hereby amended by adding thereto the
following new clause (q):




“(q) Anti-Corruption Laws and Sanctions. Each Seller Party will
maintain in effect and enforce policies and procedures designed to ensure compliance
by it and its directors, officers, employees and agents with Anti-Corruption Laws
and applicable Sanctions.”



(g) Section 7.2 of the Original Agreement is hereby amended by adding thereto the
following new clause (h):




“(h) Anti-Corruption Laws and Sanctions. The Seller shall not, directly
or indirectly, sell any Purchaser Interest, and it will not knowingly use or procure
for the use of any of its Subsidiaries, joint venture partner or other individual
entity, the proceeds of the sale of any Purchaser Interest to fund any activities of
or business with any individual or entity, or in any Sanctioned Country, 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 of Sanctions.”



(h) Exhibit I to the Original agreement is hereby amended by adding thereto the following new
definitions, in the proper alphabetical order:



“Anti-Corruption Laws” shall mean all laws, rules, and
regulations of any jurisdiction applicable to the Seller Parties or
their respective Subsidiaries from time to time concerning or relating to
bribery or corruption.”



“FATCA” means Sections 1471 through 1474 of the Internal
Revenue Code of 1986 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 147(b)(1) of the Code.”



“Sanctions” shall mean economic or financial sanctions or
trade embargoes imposed, administered or enforced from time to time by
(a) the Office of Foreign Assets Control of the U.S. Department of the
Treasury, the U.S. Department of Commerce, or the U.S. Department of
State, or (b) the United Nations Security Council, the European Union or
Her Majesty’s Treasury of the United Kingdom.”



“Sanctioned Country” shall mean, at any time, a country or
territory which is the subject or target of any country-wide Sanctions.”



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




“Credit Agreement” means that certain Credit Agreement, dated as of
July 9, 2014, among Avnet, Inc., certain other subsidiaries as borrowers, each
lender from time to time party thereto and Bank of America, N.A., as administrative
agent, swing line lender and L/C issuer, as in effect on July 9, 2014, and (i) with
respect to Section 9.1(h) of this Agreement, without giving effect to any
amendment, restatement, waiver, release, supplementation, cancellation, termination
or other modification thereof: and (ii) with respect to all other Sections of this
Agreement, after giving effect to any amendment, restatement, waiver, release,
supplementation, cancellation, termination or other modification thereof.



(j) The definition of “Eligible Receivable” in Exhibit I to the Original Agreement is
hereby amended by replacing “2.5%” with “5%” in the last proviso of clause (i) thereof which
relates to Foreign Receivables.



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




“LIBO Rate” means the sum of (i) (x) with respect to Chariot Funding
LLC, the Daily/90 Day LIBOR Rate, as defined in Schedule C, or (y) with respect to
the other Financial Institutions, subject to the limitation contained in the last
sentence of Section 4.1, (a) the rate per annum (rounded upwards, if necessary, to
the next 1/100 of 1%) appearing on Reuters Screen LIBOR01 Page1 (or any successor or
substitute page) as the London Interbank offered rate for deposits in U.S. dollars
at approximately 11:00 a.m. (London time) two Business Days prior to the first day
of the relevant Tranche Period and for delivery on the first day of such Tranche
Period, for the number of days comprised therein, and in an amount equal to or
comparable to the amount of the Capital associated with such Tranche Period
(provided, that if at least two such offered rates appear on Reuters Screen LIBOR01
Page1, the rate in respect of such Tranche Period will be the arithmetic mean of
such offered rates), divided by (b) one minus a percentage (expressed as a decimal)
equal to the daily average during such Tranche Period of the percentage in effect on
each day of such Tranche Period, as prescribed by the Board of Governors of the
Federal Reserve System (or any successor thereto), for determining the aggregate
maximum reserve requirements applicable to “Eurocurrency Liabilities” pursuant to
Regulation D or any other then applicable regulation of such Board of Governors
which prescribes reserve requirements applicable to “Eurocurrency Liabilities” as
presently defined in Regulation D, plus (ii) the Applicable Margin. If for any
reason the foregoing rates are unavailable from the Reuters service, then such rate
of interest shall be based upon another market quotation rate source as determined
by JPMorgan Chase Bank, N.A.



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




“Liquidity Termination Date” means August 19, 2016.



(m) The definition of “Purchase Limit” in Exhibit I to the Original Agreement is
hereby amended by replacing $800,000,000 with $900,000,000.



(n) Schedule A to the Original Agreement is hereby deleted in its entirety and
replaced with Schedule A attached hereto.



(o) Schedule C to the Original Agreement is hereby amended by deleting, from the
definition of “Company Costs,” clause c. thereof in its entirety, renumbering the remaining
clauses, deleting clause e. (formerly clause f.) in its entirety and replacing it with clause e.
below and adding new clause f. below:




“e. For any Purchaser Interest purchased by the PNC Company or the WFB Company
for any day, an amount equal to (i) the product of (A) the Daily/30 Day LIBOR Rate
in respect of such day, and (B) the aggregate Capital associated with each Purchaser
Interest that shall have been funded by the PNC Company or the WFB Company, as
applicable, divided by (ii) 360. “Daily/30 Day LIBOR Rate” shall mean, for any day,
a rate per annum equal to the one-month Eurodollar rate for U.S. dollar deposits as
reported on the Reuters Screen LIBOR01 Page or any other page that may replace such
page from time to time for the purpose of displaying offered rates of leading banks
for London interbank deposits in United States dollars, as of 11:00 a.m. (London
time) on such day, or if such day is not a Business Day, then the immediately
preceding Business Day (or if not so reported, then as determined by PNC or WFB, as
applicable, from another recognized source for interbank quotation), in each case,
changing when and as such rate changes.




f. For any Purchaser Interest purchased by the BB&T Company, for any day, an
amount equal to (i) the product of (A) Daily/30 Day LIBOR Rate in respect of such
day, and (B) the aggregate Capital associated with each Purchaser Interest that
shall have been funded by the BB&T Company, divided by (ii) 360. “Daily/30 Day
LIBOR Rate” shall mean, for any day, a rate per annum equal to the one-month
Eurodollar rate for U.S. dollar deposits as reported on the display designated as
Reuters Screen LIBOR01 Page (or such other successor page as may replace Reuters
Screen LIBOR01 Page or such other service or services as may be nominated by ICE
Benchmark Administration Limited for the purpose of displaying London interbank
offered rates for U.S. dollar deposits), as of 11:00 a.m. (London time) on such
day, or if such day is not a Business Day in London, then the immediately preceding
Business Day in London (or if not so reported, then as determined by BB&T from
another recognized source for interbank quotation), in each case, changing when and
as such rate changes. If BB&T is for any reason unable to determine the Daily/30
Day LIBOR Rate in the foregoing manner or has determined in good faith that the
Daily/30 Day LIBOR Rate determined in such manner does not accurately reflect the
cost of acquiring, funding or maintaining a Purchaser Interest, the Daily/30 Day
LIBOR Rate for such day shall be the Alternate Base Rate.”



Section 3. Waiver. The Agent and each Financial Institution hereby waive their right
to receive an Extension Notice in connection with the extension of the Liquidity Termination Date
contemplated by this Amendment and hereby consent to the proposed extension of the Liquidity
Termination Date as set forth herein.



Section 4. Conditions to Effectiveness of Amendment. This Amendment shall become
effective as of the date hereof, upon the satisfaction of the conditions precedent that:



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



(b) Assignment Agreement. The Agent and each Seller Party shall have received, on or
before the date hereof, executed counterparts of the Assignment Agreement, dated as of the date
hereof, by and among Bank of America, National Association, Wells Fargo Bank, National Association,
Branch Banking and Trust Company, JPMorgan Chase Bank, N.A. and Chariot Funding LLC.



(c) Fee Letter. The Agent and each Seller Party shall have received, on or before the
date hereof, executed counterparts of the Fee Letter, dated the date hereof (the “Fee
Letter”), duly executed by the Agent, the Financial Institutions, the Companies, SMBC Nikko
Securities America, Inc., as agent for the SMBC Company, and the Seller.



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



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



(f) Renewal Fee. The Seller shall have paid, by wire transfer of immediately
available funds, the Renewal Fee as defined in and in accordance with the Fee Letter.



Section 5. Miscellaneous.



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



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



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



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



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



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



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



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




AVNET RECEIVABLES CORPORATION,


as Seller




By: /s/ Kevin Moriarty

Name: Kevin Moriarty

Title: President





AVNET, INC., as Servicer




By: /s/ Erin Lewin

Name: Erin Lewin

Title: Senior Vice President and General Counsel




1



	 	 	 	 	 
	Commitment: $153,000,000	 	CHARIOT FUNDING LLC,
	 
	 	

	 	


	as a Company and as a Financial Institution
	 	

By:
	 	

JPMorgan Chase Bank, N.A.,

its Attorney-in-Fact








By: /s/ Corina Mills

Name: Corina Mills

Title: Executive Director





JPMORGAN CHASE BANK, N.A.,






as Agent




By: /s/ Corina Mills

Name: Corina Mills

Title: Executive Director




2




LIBERTY STREET FUNDING LLC,






as a Company




By: /s/ Jill A. Russo

Name: Jill A. Russo

Title: Vice President




	 	 	 
	Commitment: $153,000,000
	 	THE BANK OF NOVA SCOTIA,

	 
	 	


	as a Financial Institution
	 	

By: /s/ Diane Emanuel

	 	 	 

	 	 	Name: Diane Emanuel

Title: Managing Director







3




	 	 	 
	 	 	VICTORY RECEIVABLES CORPORATION,

as a Company

By: /s/ David V. DeAngelis

	 	 	 

	 	 	Name: David V. DeAngelis

Title: Vice President

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

	 
	 	


	NEW YORK BRANCH, as a Financi
	 	al Institution

By: /s/ Matthew Antioco

	 	 	 

	 	 	Name: Matthew Antioco

Title: Vice President







4




	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION,

as a Company

By: /s/ Robyn Reeher

	 	 	 

	 	 	Name: Robyn Reeher

Title: Vice President

	Commitment: $125,000,000
	 	PNC BANK, NATIONAL ASSOCIATION,

	 
	 	


	as a Financial Institution
	 	

By: /s/ Robyn Reeher

	 	 	 

	 	 	Name: Robyn Reeher

Title: Vice President







5




	 	 	 
	as a Company
	 	BRANCH BANKING AND TRUST COMPANY,



By: /s/ Janet L. Wheeler

	 	 	 

	Commitment: $75,000,000
	 	Name: Janet L. Wheeler

Title: Vice President

BRANCH BANKING AND TRUST COMPANY,

	 
	 	


	as a Financial Institution
	 	

By: /s/ Janet L. Wheeler

	 	 	 

	 	 	Name: Janet L. Wheeler

Title: Vice President







6




	 	 	 
	as a Company
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,



By: /s/ Ryan C. Tozier

	 	 	 

	 	 	Name: Ryan C. Tozier

Title: Vice President

	Commitment: $150,000,000
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

	 
	 	


	as a Financial Institution
	 	

By: /s/ Ryan C. Tozier

	 	 	 

	 	 	Name: Ryan C. Tozier

Title: Vice President







7




	 	 	 
	 	 	MANHATTAN ASSET FUNDING

COMPANY LLC, as a Company

	 	 	By: MAF Receivables Corp., its member

By: /s/ Michael R. Newell

	 	 	 

	 	 	Name: Michael R. Newell

Title: Vice President

	 	 	SMBC NIKKO SECURITIES AMERICA, INC.,

as agent for the SMBC Company

By: /s/ Naoya Miyagaki

	 	 	 

	 	 	Name: Naoya Miyagaki

Title: President

	Commitment: $127,500,000



	 	SUMITOMO MITSUI BANKING CORPORATION, as a

Financial Institution

By: /s/ David W. Kee

	 	 	 








	 	 	Name: David W. Kee






Title: Managing Director



SCHEDULE A




COMMITMENTS, COMPANY PURCHASE LIMITS

AND RELATED FINANCIAL INSTITUTIONS




Commitments of Financial Institutions




	 	 	 	 	 
	Financial Institution
	 	Commitment
	 
	 	 	 	 
	Chariot Funding LLC
	 	$	153,000,000	 
	 
	 	 	 	 
	The Bank of Nova Scotia
	 	$	153,000,000	 
	 
	 	 	 	 
	The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch
	 	$	127,500,000	 
	 
	 	 	 	 
	PNC Bank, National Association
	 	$	125,000,000	 
	 
	 	 	 	 
	Sumitomo Mitsui Banking Corporation
	 	$	127,500,000	 
	 
	 	 	 	 
	Branch Banking and Trust Company
	 	$	75,000,000	 
	 
	 	 	 	 
	Wells Fargo Bank, National Association
	 	$	150,000,000	 
	 
	 	 	 	 






Company Purchase Limits and

Related Financial Institutions of Companies




	 	 	 	 	 	 	 
	Company

	 	Company Purchase

Limit
	 	Related Financial Institution(s)



	 

	 	 	 	 	 	 
	Chariot Funding LLC

	 	$	150,000,000	 	 	Chariot Funding LLC
	 

	 	 	 	 	 	 
	Liberty Street Funding LLC

	 	$	150,000,000	 	 	The Bank of Nova Scotia
	 

	 	 	 	 	 	 
	Victory Receivables Corporation

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

Ltd., New York Branch
	 

	 	 	 	 	 	 
	PNC Bank, National Association

	 	$	125,000,000	 	 	PNC Bank, National Association
	 

	 	 	 	 	 	 
	Manhattan Asset Funding

Company LLC

	 	$125,000,000



	 	Sumitomo Mitsui Banking Corporation



	 

	 	 	 	 	 	 
	Branch Banking and Trust

Company

	 	$75,000,000



	 	Branch Banking and Trust Company



	 

	 	 	 	 	 	 
	Wells Fargo Bank, National

Association

	 	$150,000,000



	 	Wells Fargo Bank, National Association



	 

	 	 	 	 	 	 







8