Exhibit 10.2





Exhibit 10.2




AMENDMENT NO. 1 TO




SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT




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



RECITALS




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



AGREEMENT




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



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


 


 









 





Section 2. Amendment. (a) Amendment of Section 7.1. Subject to the terms
and conditions set forth herein, Section 7.1(i)(J) of the Original Agreement is hereby amended and
restated in its entirely to read as follows (solely for convenience, new language is italicized):




“(J) except as herein specifically otherwise provided, maintain the funds or other assets
of Seller separate from, and not commingled with, those of Originator or any Affiliate
thereof (other than any Excluded Receivables described in clause (i) of the definition
thereof) and only maintain bank accounts or other depository accounts to which Seller alone
is the account party;”



(b) Amendment of Section 7.1. Subject to the terms and conditions set forth herein,
Section 7.1 of the Original Agreement is hereby amended by adding thereto a new subsection (p) as
follows:




“(p) General Ledger and Certain Receivables. Such Seller Party shall maintain its
consolidated general accounting ledger such that all indebtedness and other obligations owed
to Originator or in which Originator has a security interest or other interest arising in
connection with the sale or lease of goods or the rendering of services by Originator and
sold to Seller are recorded as part of general ledger category “company code 0100”
provided however, that from and after December 28, 2010 indebtedness or
other obligations owed to Originator or in which Originator has a security interest or other
interest arising in connection with the sale or lease of goods or the rendering of services
by the business previously conducted by businesses acquired by Originator on or after
December 28, 2010 shall not be recorded as part of general ledger category “company code
0100” until such time, if any, as such indebtedness or other obligations are originated,
serviced and collected in a manner substantially similar to the Receivables.”



(c) Amendment of Exhibit I. Subject to the terms and conditions set forth herein,
the definition of “Excluded Receivables” in Exhibit I of the Original Agreement is hereby deleted
and replaced with the following (solely for convenience, new language is italicized):




““Excluded Receivable” means all indebtedness and other obligations owed to Originator or in
which Originator has a security interest or other interest (including, without limitation,
any indebtedness, obligation or interest constituting an account, chattel paper, instrument
or general intangible) arising in connection with the sale or lease of goods or the
rendering of services by Originator and further includes, without limitation, the obligation
to pay any Finance Charges with respect thereto, which, in any case (i) General Electric
Capital Corporation has or could finance, fund, purchase or otherwise acquire pursuant to
that certain Agreement, dated October 12, 1998, between General Electric Capital Corporation
and Avnet, Inc or (ii) is not recorded or maintained in Avnet’s consolidated general ledger
accounting records as part of general ledger category “company code 0100”. Indebtedness and
other rights and obligations arising from any one transaction, including, without
limitation, indebtedness and other rights and obligations represented by an individual
invoice, shall constitute an Excluded Receivable separate from an Excluded Receivable
consisting of the indebtedness and other rights and obligations arising from any other
transaction; provided, that any indebtedness, rights or obligations referred to in the
immediately preceding sentence shall be an Excluded Receivable regardless of whether the
account debtor or Seller treats such indebtedness, rights or obligations as a separate
payment obligation. For the avoidance of doubt, ‘Excluded Receivable’ shall include,
without limitation, all such indebtedness and other obligations for which AlliedSignal, Inc.
or Honeywell International Inc. is the account debtor during the period that the Agreement,
dated October 12, 1998, between General Electric Capital Corporation and Avnet, Inc. is in
effect.”


 


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Section 3. Conditions to Effectiveness of Amendment. This Amendment shall become
effective as of the date hereof, upon the satisfaction of the conditions precedent that:



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



(b) Representations and Warranties. As of the date hereof, both before and after
giving effect to this Amendment, all of the representations and warranties of each seller Party
contained in the Original Agreement and in each other Transaction Document shall be true and
correct in all material respects as though made on the date hereof (and by its execution hereof,
each Seller Party shall be deemed to have represented and warranted such).



(c) No Termination Event or Potential Termination Event. As of the date hereof, both
before and after giving effect to this Amendment, no Termination Event or Potential Termination
Event shall have occurred and be continuing (and by its execution hereof, each of Seller Party
shall be deemed to have represented and warranted such).




Section 4. 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.


 


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(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 counsels 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.



(Signature Page Follows)



 


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



	 	 	 	 	 
	 	AVNET RECEIVABLES CORPORATION, as Seller

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	AVNET, INC., as Servicer

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CHARIOT FUNDING LLC, as a Company

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,

as a Financial Institution and as Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 


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	 	LIBERTY STREET FUNDING LLC, as a Company

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE BANK OF NOVA SCOTIA, as a Financial Institution

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	AMSTERDAM FUNDING CORPORATION, as a Company

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE ROYAL BANK OF SCOTLAND PLC, as a

Financial Institution

 	 
	 	By:  	RBS SECURITIES INC., as agent
 	 



	 	 	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 


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	 	STARBIRD FUNDING CORPORATION, as a Company

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BNP PARIBAS, acting through its New York Branch, as a
Financial Institution

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	VICTORY RECEIVABLES CORPORATION, as a Company

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

NEW YORK BRANCH, as a Financial Institution

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 


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	 	ATLANTIC ASSET SECURITIZATION LLC, as a Company

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CRÉDIT AGRICOLE CORPORATE AND

INVESTMENT BANK NEW YORK BRANCH,

as a Financial Institution

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




 


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