Unassociated Document


    


    


    WAIVER TO CREDIT
AGREEMENT

    


    WAIVER TO
AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 4, 2010 (the “Waiver”) by
and among NU HORIZONS ELECTRONICS CORP., a Delaware corporation having its
executive offices at 70 Maxess Road, Melville, New York (the “Borrower”), each
of the lenders that is a signatory thereto identified under the caption “Lenders” on the
signature pages to the Credit Agreement (as defined below) (individually, a
“Lender”, and collectively, the “Lenders”), BANK OF AMERICA, N.A., a national
banking association, as  Documentation Agent for the Lenders, JPMORGAN
CHASE BANK, N.A., a national banking association, as Syndication Agent for the
Lenders, ISRAEL DISCOUNT BANK OF NEW YORK, a New York bank, as Syndication Agent
for the Lenders and CITIBANK, N.A., a national banking association, as
administrative agent for the Lenders (the “Administrative Agent”).

    


    RECITALS

    


    The
Borrower, the Lenders, the Documentation Agent, the Syndication Agents and the
Administrative Agent entered into an Amended and Restated Credit Agreement dated
as of January 31, 2007, as amended by a Consent and First Amendment to Credit
Agreement dated as of June 6, 2007, a Second Amendment dated as of January 4,
2008, a Third Amendment dated as of May 30, 2008, a Fourth Amendment dated
August 29, 2008 and a Fifth Amendment dated as of April 27, 2009 (collectively,
the “Credit Agreement”), pursuant to which certain financial accommodations were
made available to the Borrower.

    


    WHEREAS,
the Borrower has requested that the Administrative Agent and the Required
Lenders agree to waive compliance with a provision of the Credit Agreement;
and

    


    WHEREAS,
the Administrative Agent has obtained the consent of the Required Lenders to
execute this Waiver, but only upon the terms and conditions set forth
herein;

    


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

    


    Section 1. 
Definitions.  Except
as otherwise defined in this Waiver, terms defined in the Credit Agreement are
used herein as defined therein.

    


    Section 2. 
Waiver. The
Lenders hereby waive non-compliance with Section 7.8 of the Credit Agreement to
the extent that NIC Components Asia Pte Ltd, a Subsidiary of the Borrower, paid
a dividend of $135,831 during the third quarter of Borrower’s fiscal year ended
February 28, 2010, to an unaffiliated Person, Nippon Industries Co., Ltd., a
minority owner of such Subsidiary.

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    Section 3. 
Condition Precedent.
The waiver set forth in Section 2 hereof shall become effective, on the
date of this Waiver, upon the execution and delivery of this Waiver by the
Borrower, the Administrative Agent and each of the Required
Lenders.

    


    Section 4. 
Representations and
Warranties.  The Borrower represents and warrants to the
Lenders that the representations and warranties set forth in the Credit
Agreement and in the other Loan Documents are true and complete on the date of
this Waiver and as if made on and as of the date hereof (or, if such
representation or warranty is expressly stated to have been made as of a
specific date, as of such specific date).

    


    Section 5. 
Borrower’s
Acknowledgments.  The Borrower acknowledges and agrees that the
Borrower has no claims, counterclaims, offsets, or defenses to the Loan
Documents and the performance of the Borrower’s obligations thereunder or if the
Borrower did have any such claims, counterclaims, offsets or defenses to the
Loan Documents or any transaction related to the Loan Documents, the same are
hereby waived, relinquished and released in consideration of execution and
delivery of this Waiver.

    


    Section 6. 
Acknowledgement of
Guarantors.  The Guarantors acknowledge and consent to all of
the terms and conditions of this Waiver and agree that this Waiver and all
documents executed in connection herewith do not operate to reduce or discharge
the Guarantors’ obligations under the Credit Agreement or the other Loan
Documents.  The Guarantors further acknowledge and agree that the
Guarantors have no claims, counterclaims, offsets, or defenses to the Loan
Documents and the performance of the Guarantors’ obligations thereunder or if
the Guarantors did have any such claims, counterclaims, offsets or defenses to
the Loan Documents or any transaction related to the Loan Documents, the same
are hereby waived, relinquished and released in consideration of execution and
delivery of this Waiver.

    


    Section 7. 
Governing Law;
Execution in Counterparts.  Except as herein provided, the
Credit Agreement shall remain unchanged and in full force and
effect.  This Waiver may be executed in any number of counterparts,
all of which taken together shall constitute one and the same instrument and any
of the parties hereto may execute this Waiver by signing any such
counterpart.  This Waiver shall be governed by, and construed in
accordance with, the internal laws of the State of New York (without regard to
New York conflicts of laws principles).

    


    Section 8. 
Releases. 
By signing below, the Borrower and each Subsdiary on its own behalf and on
behalf of its successors and assigns hereby releases (i) each Lender and the
Administrative Agent and all of the affiliates of each Lender and the
Administrative Agent, and each of their respective successors and assigns, and
(ii) all of the shareholders, directors, officers, employees, attorneys, agents
and representatives of each Lender and the Administrative Agent and such
affiliates, and their respective heirs, executors, successors and assigns
(collectively, the “Released Persons”),
from any and all claims, demands, liabilities, actions and causes of action of
any nature whatsoever, whether liquidated or unliquidated, known or unknown,
matured or unmatured, fixed or contingent which Borrower or any Subsidiary had,
has or may have had against any of the Released Persons arising out of or in any
way relating to the Credit Agreement or any Loan Document or any document,
dealing or other matter in connection with any Loan Document or any Collateral
referenced therein, in each case to the extent arising on or prior to the date
hereof or out of, or relating to, actions, dealings or other matters occurring
prior to the date hereof (including any action or omission of any Released
Person prior to the date hereof), the negotiation and documentation of this
Waiver, and any of the transactions made or contemplated to be made hereunder or
thereunder (collectively the “Released Claims”).
Borrower and each Subsidiary acknowledges and agrees that (i) this release may
be pleaded as a full and complete defense and may be used as a basis for an
injunction against any action, suit or other proceeding which may be instituted,
prosecuted or attempted in breach of the provisions of such release; and (ii) no
fact, event, circumstance, evidence or transaction which could now be asserted
or which may hereafter be discovered shall affect in any manner the final and
unconditional nature of such releases.

     

    
      
        
        

      

      
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    Section 9. 
Expenses,
etc.  The Borrower agrees to pay or reimburse the
Administrative Agent for all reasonable out-of-pocket costs and expenses of the
Administrative Agent (including, without limitation, the reasonable fees and
expenses of Certilman Balin Adler & Hyman, LLP) in connection with the
negotiation, preparation, execution and delivery of this Waiver and the
transactions contemplated hereby.

    


    Section 10. 
Effective
Date.  This Waiver is dated for convenience as of May 4, 2010
and shall be effective as of such date, on the delivery of an executed
counterpart to the Borrower upon satisfaction of the conditions precedent
contained in Section 3 hereof.

    


    


    [REMAINDER
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    IN WITNESS WHEREOF, the
parties hereto have caused this Waiver to Credit Agreement to be duly executed
and delivered by their duly authorized officers, all as of the day and year
first above written.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	 
      	 
      	 
      	 
	 
      	
                                            Borrower:

                                          	 
	 
      	 
      	 
      	 
	 
      	
                                            NU
      HORIZONS ELECTRONICS CORP.

                                          	 
	 
      	 
      	 
      	 
	 
      	
                                            By:

                                          	
                                            /s/
      Kurt Freudenberg

                                          	 
	 
      	 
      	
                                            Kurt
      Freudenberg

                                          	 
	 
      	 
      	
                                            Executive
      Vice President, Treasurer and

                                          	 
	 
      	 
      	
                                            Chief
      Financial Officer

                                          	 
	 
      	 
      	 
      	 
	 
      	
                                            Guarantors:

                                          	 
	 
      	 
      	 
      	 
	 
      	
                                            NIC
      COMPONENTS CORP.

                                          	 
	 
      	 
      	 
      	 
	 
      	
                                            By:

                                          	
                                            /s/
      Kurt Freudenberg

                                          	 
	 
      	 
      	
                                            Kurt
      Freudenberg

                                          	 
	 
      	 
      	
                                            Executive
      Vice President, Treasurer and

                                          	 
	 
      	 
      	
                                            Chief
      Financial Officer

                                          	 
	 
      	 
      	 
      	 
	 
      	
                                            NU
      HORIZONS INTERNATIONAL CORP.

                                          	 
	 
      	 
      	 
      	 
	 
      	
                                            By:

                                          	
                                            /s/
      Kurt Freudenberg

                                          	 
	 
      	 
      	
                                            Kurt
      Freudenberg

                                          	 
	 
      	 
      	
                                            Executive
      Vice President, Treasurer and

                                          	 
	 
      	 
      	
                                            Chief
      Financial Officer

                                          	 
	 
      	 
      	 
      	 
	 
      	
                                            TITAN
      SUPPLY CHAIN SERVICES CORP.

                                          	 
	 
      	 
      	
                                             
      

                                          	 
	 
      	
                                            By:

                                          	
                                            /s/
      Kurt Freudenberg

                                          	 
	 
      	 
      	
                                            Kurt
      Freudenberg

                                          	 
	 
      	 
      	
                                            Executive
      Vice President, Treasurer and

                                          	 
	 
      	 
      	
                                            Chief
      Financial Officer

                                          	 
	 
      	 
      	 
      	 
	 
      	
                                            RAZOR
      ELECTRONICS, INC.

                                          	 
	 
      	 
      	 
      	 
	 
      	
                                            By:

                                          	
                                            /s/
      Kurt Freudenberg

                                          	 
	 
      	 
      	
                                            Kurt
      Freudenberg

                                          	 
	 
      	 
      	
                                            Executive
      Vice President, Treasurer and

                                          	 
	 
      	 
      	
                                            Chief
      Financial Officer

                                          	 
	 
      	 
      	 
      	 


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


     

    
      
        
        

      

      
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                                                      NuXCHANGE
      B2B SERVICES, INC.

                                                    	 
	 
      	 
      	 
      	 
	 
      	
                                                      By:

                                                    	
                                                      
                                                        /s/
      Kurt
      Freudenberg

                                                      

                                                    	 
	 
      	 
      	
                                                      Kurt
      Freudenberg

                                                    	 
	 
      	 
      	
                                                      Executive
      Vice President, Treasurer and

                                                    	 
	 
      	 
      	
                                                      Chief
      Financial Officer

                                                    	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	
                                                      Notice
      Addresses:

                                                    	
                                                      Lenders:

                                                    	 
	 
      	 
      	 
      	 
	
                                                      CITIBANK,
      N.A.

                                                    	
                                                      CITIBANK,
      N.A.

                                                    	 
	
                                                      730
      Veterans Memorial Highway

                                                    	
                                                      as
      Administrative Agent and Lender

                                                    	 
	
                                                      Hauppauge,
      NY 11788

                                                    	 
      	 
      	 
	 
      	
                                                      By:

                                                    	
                                                      /s/
      Stuart N. Berman

                                                    	 
	 
      	 
      	
                                                      Stuart
      N. Berman

                                                    	 
	 
      	 
      	
                                                      Vice
      President

                                                    	 
	 
      	 
      	 
      	 
	
                                                      ISRAEL
      DISCOUNT BANK OF NEW YORK

                                                    	
                                                      ISRAEL
      DISCOUNT BANK OF NEW YORK

                                                    	 
	
                                                      511
      Fifth Avenue

                                                    	
                                                      as
      Syndication Agent and Lender

                                                    	 
	
                                                      New
      York, NY 10017

                                                    	 
      	 
      	 
	 
      	
                                                      By:

                                                    	
                                                      /s/
      David Acosta 

                                                    	 
	 
      	 
      	
                                                      David
      Acosta

                                                    	 
	 
      	 
      	
                                                      Senior
      Vice President

                                                    	 
	 
      	 
      	 
      	 
	 
      	
                                                      By:

                                                    	
                                                      /s/
      Richard R. Tripaldi

                                                    	 
	 
      	 
      	
                                                      Richard
      R. Tripaldi

                                                    	 
	 
      	 
      	
                                                      Vice
      President

                                                    	 
	 
      	 
      	 
      	 
	
                                                      BANK
      OF AMERICA, N.A.

                                                    	
                                                      BANK
      OF AMERICA, N.A.

                                                    	 
	
                                                      1185
      Avenue of the Americas

                                                    	
                                                      as
      Documentation Agent and Lender

                                                    	 
	
                                                      New
      York, NY 10036

                                                    	 
      	 
      	 
	 
      	
                                                      By:

                                                    	
                                                      /s/
      Steven J. Melicharek

                                                    	 
	 
      	 
      	
                                                      Steven
      J. Melicharek

                                                    	 
	 
      	 
      	
                                                      Senior
      Vice President

                                                    	 
	 
      	 
      	 
      	 
	
                                                      JPMORGAN
      CHASE BANK, N.A.

                                                    	
                                                      JPMORGAN
      CHASE BANK, N.A.

                                                    	 
	
                                                      395
      North Service Road, Floor 3

                                                    	
                                                      as
      Syndication Agent and Lender

                                                    	 
	
                                                      Melville,
      NY 11747

                                                    	 
      	 
      	 
	 
      	
                                                       By:

                                                    	 
      	 
	 
      	 
      	
                                                      Alicia
      T. Schreibstein

                                                    	 
	 
      	 
      	
                                                      Vice
      President

                                                    	 
	 
      	 
      	 
      	 
	
                                                      HSBC
      BANK USA, NATIONAL

                                                    	
                                                      HSBC
      BANK USA, NATIONAL

                                                    	 
	
                                                      ASSOCIATION

                                                    	
                                                      ASSOCIATION

                                                    	 
	
                                                      534
      Broad Hollow Road

                                                    	 
      	 
      	 
	
                                                      Melville,
      NY 11747

                                                    	
                                                      By:

                                                    	
                                                       
      

                                                    	 
	 
      	 
      	
                                                      Christopher
      Mendolsohn

                                                    	 
	 
      	 
      	
                                                      Commercial
      Executive

                                                    	 
	 
      	 
      	 
      	 


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    


    
      
        
        

      

      
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                                      CAPITAL
      ONE, N.A.,

                                    	 
	
                                      CAPITAL
      ONE, N.A.,

                                    	 
      	 
      	 
	
                                      275
      Broadhollow Road

                                    	
                                      formerly
      known as North Fork Bank

                                    	 
	
                                      Melville,
      NY 11747

                                    	 
      	 
      	 
	 
      	
                                      By:

                                    	
                                      /s/
      Philip Davi

                                    	 
	 
      	 
      	
                                      Philip
      Davi

                                    	 
	 
      	 
      	
                                      Senior
      Vice President

                                    	 
	 
      	 
      	 
      	 
	
                                      BANK
      LEUMI USA

                                    	
                                      BANK
      LEUMI USA

                                    	 
	
                                      562
      Fifth Ave.

                                    	 
      	 
      	 
	
                                      New
      York, NY 10036

                                    	
                                      By:

                                    	
                                      /s/
      Francine Davis

                                    	 
	 
      	 
      	
                                      Francine
      Davis

                                    	 
	 
      	 
      	
                                      Vice
      President

                                    	 
	 
      	 
      	 
      	 
	 
      	
                                      By:

                                    	
                                      /s/
      Eric A. Halpern

                                    	 
	 
      	 
      	
                                      Eric
      A. Halpern

                                    	 
	 
      	 
      	
                                      Senior
      Vice President and Group Head

                                    	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	
                                      SOVEREIGN
      BANK

                                    	
                                      SOVEREIGN
      BANK

                                    	 
	
                                      330
      South Service Road

                                    	 
      	 
      	 
	
                                      Melville,
      NY 11747

                                    	
                                      By:

                                    	
                                       

                                    	 
	 
      	 
      	
                                      Christine
      Gerula

                                    	 
	 
      	 
      	
                                      Senior
      Vice President

                                    	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	
                                      NEW
      YORK COMMERCIAL BANK

                                    	
                                      NEW
      YORK COMMERCIAL BANK

                                    	 
	
                                      1
      Jericho Plaza

                                    	 
      	 
      	 
	
                                      Jericho,
      NY 11753

                                    	
                                      By:

                                    	
                                      /s/
      Eric C. Bukowski

                                    	 
	 
      	 
      	
                                      Eric
      C. Bukowski

                                    	 
	 
      	 
      	
                                      Vice
      President

                                    	 


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


     

    
      
        
        

      

      
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