exv10w23wt






Exhibit 10.23(t)




AMENDMENT NO. 12 TO AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT




          This Amendment No. 12 to Amended and Restated Receivables Purchase Agreement (this
“Amendment”) is dated as of August 28, 2008, 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 Financial Institution signatory hereto (collectively, the
“Financial Institutions”), each Company signatory hereto (the “Companies”) and
JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA (Main Office Chicago)), as agent for
the Purchasers (the “Agent”).




RECITALS




          Each of the parties hereto entered into that certain Amended and Restated Receivables Purchase
Agreement, dated as of February 6, 2002, and amended such Amended and Restated Receivables Purchase
Agreement pursuant to Amendment No. 1 thereto, dated as of June 26, 2002, and further amended such
Amended and Restated Receivables Purchase Agreement pursuant to Amendment No. 2 thereto, dated as
of November 25, 2002, and further amended such Amended and Restated Receivables Purchase Agreement
pursuant to Amendment No. 3 thereto, dated as of December 9, 2002, and further amended such Amended
and Restated Receivables Purchase Agreement pursuant to Amendment No. 4 thereto, dated as of
December 12, 2002, and further amended such Amended and Restated Receivables Purchase Agreement
pursuant to Amendment No. 5 thereto, dated as of June 23, 2003, and further amended such Amended
and Restated Receivables Purchase Agreement pursuant to Amendment No. 6 thereto, dated as of August
15, 2003, and further amended such Amended and Restated Receivables Purchase Agreement pursuant to
Amendment No. 7 thereto, dated as of August 3, 2005, and further amended such Amended and Restated
Receivables Purchase Agreement pursuant to Amendment No. 8 thereto, dated as of August 1, 2006, and
further amended such Amended and Restated Receivables Purchase Agreement pursuant to Amendment No.
9 thereto, dated as of August 31, 2006, and further amended such Amended and Restated Receivables
Purchase Agreement pursuant to Amendment No. 10 thereto, dated January 12, 2007 and effective as of
September 6, 2006, and further amended such Amended and Restated Receivables Purchase Agreement
pursuant to Amendment No. 11 thereto, dated as of August 29, 2007 (such Amended and Restated
Receivables Purchase Agreement, as so amended, the “Purchase Agreement”).




          Each Seller Party has requested that the Agent and the Purchasers amend certain provisions of
the Purchase Agreement, all as more fully described herein.




          Subject to the terms and conditions hereof, each of the parties hereto now desires to amend
the Purchase Agreement as more particularly described herein.




AMENDMENT NO. 12 TO AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT





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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 Purchase Agreement.



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



               (a) Section 9.1(f) of the Purchase Agreement is hereby amended by deleting in its entirety the
phrase “Dilution Ratio Trigger shall exceed 8.25%” and replacing it with the phrase “Dilution Ratio
Trigger shall exceed 9.00%.”



               (b) Article X of the Purchase Agreement is hereby amended by adding the following Section 10.5
to the end of such Article:




          Section      10.5 Accounting Based Consolidation Event. (a)
If an Accounting Based Consolidation Event shall at any time occur
then, upon demand by the Agent, Seller shall pay to the Agent, for
the benefit of the relevant Affected Entity, such amounts as such
Affected Entity reasonably determines will compensate or reimburse
such Affected Entity for any resulting (i) fee, expense or increased
cost charged to, incurred or otherwise suffered by such Affected
Entity, (ii) reduction in the rate of return on such Affected
Entity’s capital or reduction in the amount of any sum received or
receivable by such Affected Entity or (iii) opportunity cost,
internal capital charge or other imputed cost determined by such
Affected Entity to be allocable to Seller or the transactions
contemplated in this Agreement in connection therewith. Amounts
under this Section 10.5 may be demanded at any time without regard
to the timing of issuance of any financial statement by any Company
or by any Affected Entity.




               (b) For purposes of this Section 10.5, the following terms
shall have the following meanings:




          “Accounting Based Consolidation Event” means the
consolidation, for financial and/or regulatory accounting purposes,
of all or any portion of the assets and liabilities of any Company
that are subject to this Agreement or any other Transaction Document
with all or any portion of the assets and liabilities of an Affected
Entity. An Accounting Based Consolidation Event shall be deemed to
occur on the date any Affected Entity shall



AMENDMENT NO. 12 TO AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT




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acknowledge in writing that any such consolidation of the assets and
liabilities of any Company shall occur.




          “Affected Entity” means (i) any Financial Institution,
(ii) any insurance company, bank or other funding entity providing
liquidity, credit enhancement or back-up purchase support or
facilities to any Company, (iii) any agent, administrator or manager
of any Company, or (iv) any bank holding company in respect of any
of the foregoing.



               (c) Article XII of the Purchase Agreement is hereby amended by adding the following Section
12.3 to the end of such Article:




          Section 12.3 Federal Reserve. Notwithstanding any
other provision of this Agreement to the contrary, any Financial
Institution may at any time pledge or grant a security interest in
all or any portion of its rights (including, without limitation,
any Purchaser Interest and any rights to payment of Capital and
Yield) under this Agreement to secure obligations of such Financial
Institution to a Federal Reserve Bank, without notice to or consent
of the Seller or the Agent; provided that no such pledge or grant of
a security interest shall release a Financial Institution from any
of its obligations hereunder, or substitute any such pledgee or
grantee for such Financial Institution as a party hereto.



               (d) The definition of “Applicable Margin” appearing in Exhibit I to the Purchase Agreement is
hereby amended by amending and restating such definition in its entirety to read as follows:




“Applicable Margin” means 1.75%.



               (e) The definition of “Dilution Percentage” appearing in Exhibit I to the Purchase Agreement
is hereby amended by deleting in its entirety the phrase “HDR = the highest average three-month
Dilution Ratio occurring during the 12 most recent calendar months” and replacing it with the
phrase “HDR = the highest average two-month Dilution Ratio occurring during the 12 most recent
calendar months.”



               (f) The definition of “Liquidity Termination Date” appearing in Exhibit I to the Purchase
Agreement is hereby amended by amending and restating such definition in its entirety to read as
follows:




“Liquidity Termination Date” means August 27, 2009.



               (g) The definition of “Loss Percentage” appearing in Exhibit I to the Purchase Agreement is
hereby amended by deleting in its entirety the phrase “means at any time the greater of (i) 10% and
(ii) a percentage calculated in accordance with the following formula”



AMENDMENT NO. 12 TO AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT




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and replacing it with the phrase “means at any time (A) 10% plus (B) the greater of (i) 10%
and (ii) a percentage calculated in accordance with the following formula.”




               (h) Schedule D to the Purchase Agreement is hereby deleted in its entirety and the definition
of “Pricing Grid” and each reference to such definition is hereby deleted in its entirety.



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



               (a) Amendment. 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
Purchase 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 Seller and the
Servicer shall be deemed to have represented and warranted such).



               (c) No 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 of Seller and the Servicer shall be deemed to have
represented and warranted such).



               (d) Amendment Fee. On or before the date hereof, each Financial Institution shall
have received, in immediately available funds, an amendment fee in an amount equal to 0.075%
multiplied by such Financial Institution’s Commitment.



               (e) Fee Letters. Each Purchaser shall have received, on or before the date hereof,
executed counterparts of the Fee Letter to which it is a party, duly executed by each of the
parties thereto.



     Section 4. Miscellaneous.



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



AMENDMENT NO. 12 TO AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT




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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 Purchase Agreement and shall be construed, administered and applied in accordance with the
terms and provisions thereof.



               (c) Costs, Fees and Expenses. Without limiting Section 10.3 of the Purchase
Agreement, Seller agrees to reimburse the Agent and the Purchasers upon demand for all reasonable
and documented out-of-pocket costs, fees and expenses (including the reasonable fees and expenses
of counsels to any of the Agent and the Purchasers) incurred in connection with the preparation,
execution and delivery of this Amendment.



               (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 that 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 ANY SELLER PARTY PURSUANT TO THIS AMENDMENT OR THE RELATIONSHIP ESTABLISHED
HEREUNDER OR THEREUNDER.



               (h) Funding Agreement Consent. By its execution hereof, JPMorgan Chase Bank, N.A.
(successor by merger to Bank One, NA (Main Office Chicago)), in its capacity as a party to any
applicable Funding Agreement with or for the benefit of Chariot Funding LLC (successor to Preferred
Receivables Funding Company LLC) (“Chariot”), hereby (i) consents to Chariot’s execution of
this Amendment and the transactions contemplated hereby, (ii) acknowledges that this Amendment has
been made available to and has been reviewed by it, (iii) consents to this Amendment and (iv) deems
this paragraph to satisfy any applicable requirements regarding this Amendment set forth in any
such Funding Agreement.



(Signature Pages Follow)




AMENDMENT NO. 12 TO AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT




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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 (successor to Preferred
Receivables Funding Company LLC), as a Company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	JPMorgan Chase Bank, N.A.	 	 
	 

	 	Its:
	 	Attorney-in-Fact	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK,
N.A. 
(successor by merger
to Bank One, NA 
(Main Office Chicago)), as a
Financial Institution and as Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






AMENDMENT NO. 12 TO AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT





 









 








	 	 	 	 	 	 	 
	 	 	LIBERTY STREET FUNDING CORP., as a Company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NOVA SCOTIA, as a Financial

Institution	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






AMENDMENT NO. 12 TO AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT




 









 








	 	 	 	 	 	 	 
	 	 	AMSTERDAM FUNDING CORPORATION, as a Company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	ABN AMRO BANK N.V., as a Financial Institution	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






AMENDMENT NO. 12 TO AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT




 









 









	 	 	 	 	 	 	 
	 	 	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:	 	 	 	 






AMENDMENT NO. 12 TO AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT