EX-10.2






Exhibit 10.2




AMENDMENT NO. 8 TO

RECEIVABLES SALE AGREEMENT




This Amendment No. 8 to Receivables Sale Agreement (this “Amendment”) is dated as of
August 26, 2010, between Avnet, Inc., a New York corporation (“Originator”), and Avnet
Receivables Corporation, a Delaware corporation (“Buyer”).



RECITALS




Originator and Buyer entered into that certain Receivables Sale Agreement, dated as of June
28, 2001, and amended such Receivables Sale Agreement pursuant to Amendment No. 1 thereto, dated as
of February 6, 2002, and further amended such Receivables Sale Agreement pursuant to Amendment No.
2 thereto, dated as of June 26, 2002, and further amended such Receivables Sale Agreement pursuant
to Amendment No. 3 thereto, dated as of November 25, 2002, and further amended such Receivables
Sale Agreement pursuant to Amendment No. 4 thereto, dated as of December 12, 2002, and further
amended such Receivables Sale Agreement pursuant to Amendment No. 5 thereto, dated as of August 15,
2003, and further amended such Receivables Sale Agreement pursuant to Amendment No. 6 thereto,
dated as of August 3, 2005, and further amended such Receivables Sale Agreement pursuant to
Amendment No. 7 thereto, dated as of August 29, 2007 (such agreement, as so amended, the “Sale
Agreement”).



Each of the parties hereto now desires to amend the Sale 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 Sale Agreement.



Section 2. Amendment. Subject to the terms and conditions set forth herein, Section
1.6 of the Sale Agreement is hereby amended and restated, in its entirety, to read as follows:



Section 1.6 Characterization. If, notwithstanding the intention of the
parties expressed in Section 1.1(b), any sale or contribution by Originator
to Buyer of Receivables hereunder shall be characterized as a secured loan and not a
sale or such sale shall for any reason be ineffective or unenforceable (any of the
foregoing being a “Recharacterization”), then this Agreement shall be deemed
to constitute a security agreement under the UCC and other applicable law. For this
purpose and without being in derogation of the parties’ intention that the sale of
Receivables hereunder shall constitute a true sale thereof, Originator hereby grants
to Buyer a duly perfected security interest in all of Originator’s right title and
interest in, to and under all Receivables now existing and hereafter arising through
and including the Termination Date, all Collections and Related Security with
respect thereto. each Lock-Box and Collection Account all other rights and payments
relating to the Receivables and all proceeds of the foregoing to secure the prompt
and complete payment of a loan deemed to have been made in an amount equal to the
Purchase Price of the Receivables together with all other obligations of Originator
hereunder, which security interest shall be prior to all other Adverse Claims
thereto. Buyer and its assigns shall have, in addition to the rights and remedies
which they may have under this Agreement, all other rights and remedies provided to
a secured creditor under the UCC and other applicable law, which rights and remedies
shall be cumulative. In the case of any Recharacterization, each of the Originator
and the Buyer represents and warrants as to itself that each remittance of
Collections by the Originator to the Buyer hereunder will have been (i) in payment
of a debt incurred by the Originator in the ordinary course of business or financial
affairs of the Originator and the Buyer and (ii) made in the ordinary course of
business or financial affairs of the Originator and the Buyer.



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 Buyer and the Agent 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 contained in the Sale
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 of Buyer and Originator 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 Buyer and
Originator 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 Sale Agreement or of any other instrument or agreement referred to therein or
(ii) to prejudice any right or remedy which Buyer (or any of its assigns) may now have or may have
in the future under or in connection with the Sale Agreement, as amended hereby, or any other
instrument or agreement referred to therein. Each reference in the Sale Agreement to “this
Agreement,” “herein,” “hereof” and words of like import and each reference in the other Transaction
Documents to the Sale Agreement, to the “Receivables Sale Agreement” or to the “Sale Agreement”
shall mean the Sale Agreement as amended hereby. This Amendment shall be construed in connection
with and as part of the Sale Agreement and all terms, conditions, representations, warranties,
covenants and agreements set forth in the Sale 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 Sale Agreement and shall be construed, administered and applied in accordance with the terms
and provisions thereof.



(c) Costs, Fees and Expenses. Without limiting Section 6.2 of the Sale Agreement,
Originator agrees to reimburse Buyer 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 Buyer and its
assigns).



(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)




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: