Nu Horizons Electronics Corp Sample Contracts

RECITALS --------
Loan Agreement • July 13th, 1998 • Nu Horizons Electronics Corp • Wholesale-electronic parts & equipment, nec
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By and Among
Asset Purchase Agreement • August 24th, 2001 • Nu Horizons Electronics Corp • Wholesale-electronic parts & equipment, nec • Massachusetts
AND
Loan Agreement • October 13th, 2000 • Nu Horizons Electronics Corp • Wholesale-electronic parts & equipment, nec • New York
and
Rights Agreement • May 27th, 1999 • Nu Horizons Electronics Corp • Wholesale-electronic parts & equipment, nec • Delaware
AGREEMENT ---------
Agreement • May 25th, 2006 • Nu Horizons Electronics Corp • Wholesale-electronic parts & equipment, nec • New York
AND
Credit Agreement • January 12th, 2001 • Nu Horizons Electronics Corp • Wholesale-electronic parts & equipment, nec • New York
WITNESSETH:
Agreement • October 12th, 1995 • Nu Horizons Electronics Corp • Wholesale-electronic parts & equipment, nec • New York
SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT -----------------------------------
Loan Agreement • January 12th, 1996 • Nu Horizons Electronics Corp • Wholesale-electronic parts & equipment, nec • New York
RECITALS --------
Loan Agreement • July 13th, 1998 • Nu Horizons Electronics Corp • Wholesale-electronic parts & equipment, nec
THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT -----------------------------------
Loan Agreement • January 12th, 1996 • Nu Horizons Electronics Corp • Wholesale-electronic parts & equipment, nec
CONSULTING AGREEMENT
Employment Agreement • July 8th, 2009 • Nu Horizons Electronics Corp • Wholesale-electronic parts & equipment, nec • New York

This AGREEMENT (“Agreement”) is made this ____ day of _____, 20__ between Nu Horizons Electronics Corp (the “Corporation”) and ________________, residing at [insert address] (“Consultant”).

NU HORIZONS ELECTRONICS CORP. KEY EMPLOYEE CHANGE-IN-CONTROL SEVERANCE AGREEMENT
Key Employee Change • May 7th, 2010 • Nu Horizons Electronics Corp • Wholesale-electronic parts & equipment, nec • New York

This Agreement is effective as of the 3rd day of April, 2008 by and between Nu Horizons Electronics Corp., a Delaware corporation with its principal place of business at 70 Maxess Road, Melville, New York 11747 (the “Company”), and Stephen A. Mussmacher (the “Employee”). Any reference to “Company” herein shall mean Nu Horizons Electronics Corp. or any successor thereto.

NU HORIZONS ELECTRONICS CORP. as Borrower CITIBANK, N.A. as Administrative Agent FLEET NATIONAL BANK as Documentation Agent JPMORGAN CHASE BANK as Syndication Agent HSBC BANK USA, NATIONAL ASSOCIATION as Syndication Agent AND THE LENDERS PARTY HERETO...
Credit Agreement • October 4th, 2004 • Nu Horizons Electronics Corp • Wholesale-electronic parts & equipment, nec • New York

Reference is made to the Credit Agreement, dated as of September , 2004 (as amended, modified or supplemented from time to time in accordance with its terms, the “Credit Agreement”), among NU HORIZONS ELECTRONICS CORP. (the “Borrower”), the LENDERS party thereto (collectively, the “Lenders”) and CITIBANK, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

EMPLOYMENT AGREEMENT
Employment Agreement • May 3rd, 2010 • Nu Horizons Electronics Corp • Wholesale-electronic parts & equipment, nec • New York

EMPLOYMENT AGREEMENT (the “Agreement”) dated April 28, 2010 by and between Nu Horizons Electronics Corp. (the “Company”) and Martin Kent (the “Executive”).

AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • January 3rd, 2011 • Nu Horizons Electronics Corp • Wholesale-electronic parts & equipment, nec • New York

AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT, dated December 31, 2010 (this “Amendment No. 1”), is by and among Wells Fargo Capital Finance, LLC, successor by merger to Wachovia Capital Finance Corporation (New England), in its capacity as agent (in such capacity, “Agent”) for the Lenders (as hereinafter defined), the parties to the Loan Agreement (as hereinafter defined) as lenders (each individually an “Existing Lender” and collectively, “Existing Lenders”), Nu Horizons Electronics Corp., a Delaware corporation (“Administrative Borrower”); NIC Components Corp., a New York corporation (“NIC”); Nu Horizons International Corp., a New York corporation (“International”); Razor Electronics, Inc., a New York corporation (“RAZ”); Titan Supply Chain Services Corp., a New York corporation (“TUS”, and together with Administrative Borrower, NIC, International, and RAZ, individually each a “US Borrower” and, collectively, “US Borrowers”), Nu Horizons Electronics Limited, a company incorporated

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • January 10th, 2003 • Nu Horizons Electronics Corp • Wholesale-electronic parts & equipment, nec • New York

FIRST AMENDMENT TO CREDIT AGREEMENT dated as of October 30, 2002, 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”), and MELLON BANK, N.A., a national banking association, having offices at 701 Market Street, Philadelphia, Pennsylvania 19103, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

August 3, 2009 REVISED AGREEMENT
Nu Horizons Electronics Corp • October 8th, 2009 • Wholesale-electronic parts & equipment, nec

This will confirm our discussion about your separation from employment with Nu Horizons Electronics Corp. (the "Company") on mutually agreeable terms as set forth below. You and the Company agree that this Agreement represents the full and complete agreement concerning your separation from employment with the Company.

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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • June 29th, 2010 • Nu Horizons Electronics Corp • Wholesale-electronic parts & equipment, nec • New York

This Loan and Security Agreement (this “Agreement”), dated June 28, 2010, is entered into by and among Nu Horizons Electronics Corp., a Delaware corporation (“Parent”); NIC Components Corp., a New York corporation (“NIC”); Nu Horizons International Corp., a New York corporation (“International”); Razor Electronics, Inc., a New York corporation (“RAZ”); Titan Supply Chain Services Corp., a New York corporation (“TUS”, and together with Parent, NIC, International, and RAZ, individually each a “US Borrower” and, collectively, “US Borrowers”), Nu Horizons Electronics Limited, a company incorporated in England and Wales with registration number 02181478 (“NEE-UK”), NIC Components Europe Limited, a company incorporated in England and Wales with registration number 03495816 (“NIC-UK”, and together with NEE-UK, individually each a “UK Borrower” and, collectively, “UK Borrowers” and together with US Borrowers, each individually, a “Borrower” and collectively, “Borrowers”, as hereinafter further

NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • May 3rd, 2010 • Nu Horizons Electronics Corp • Wholesale-electronic parts & equipment, nec

AGREEMENT made the 29th day of April, 2010 between Nu Horizons Electronics Corp., a Delaware corporation, (hereinafter called the "Company") and Arthur Nadata (hereinafter called "Optionee").

Contract
Waivers • October 29th, 2007 • Nu Horizons Electronics Corp • Wholesale-electronic parts & equipment, nec • New York

WAIVERS dated as of October 25, 2007 (this “Waiver”) to the AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 31, 2007, as amended by a Consent and First Amendment dated as of June 6, 2007 (collectively, “Credit Agreement”), among NU HORIZONS ELECTRONICS CORP. (the “Borrower”), the Lenders, the Co-Syndication Agents and the Documentation Agent parties thereto, and CITIBANK, N.A., as Administrative Agent.

GORRISSEN FEDERSPIEL KIERKEGAARD
Share Purchase Agreement • October 9th, 2008 • Nu Horizons Electronics Corp • Wholesale-electronic parts & equipment, nec

Nu Horizons Electronics Corp., Reg. No. 2140774, a Company incorporated and registered under the laws of the state of Delaware having its registered address at 70 Maxess Road, Melville 11747, NY, USA (the "Buyer").

NU HORIZONS ELECTRONICS CORP. (the “Borrower”) AND CITIBANK, N.A. (“Administrative Agent” and as a “Lender”) BANK OF AMERICA, N.A. (“Documentation Agent” and as a “Lender”) JPMORGAN CHASE BANK, N.A. (“Syndication Agent” and as a “Lender”) ISRAEL...
Control Agreement • February 1st, 2007 • Nu Horizons Electronics Corp • Wholesale-electronic parts & equipment, nec • New York

AMENDED AND RESTATED CREDIT AGREEMENT (the “Agreement”) dated as of January 31, 2007, by and among NU HORIZONS ELECTRONICS CORP., a Delaware corporation, having its principal executive office at 70 Maxess Road, Melville, New York (the “Borrower”), the lenders which from time to time are parties to this Agreement (including, without duplication, the Issuing Lender (as defined herein), if the context so requires, 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”).

FIFTH AMENDMENT AND WAIVERS TO CREDIT AGREEMENT
Credit Agreement • April 29th, 2009 • Nu Horizons Electronics Corp • Wholesale-electronic parts & equipment, nec • New York

FIFTH AMENDMENT AND WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 27, 2009 (the “Fifth Amendment”) 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”).

WAIVER TO CREDIT AGREEMENT
Waiver to Credit Agreement • May 7th, 2010 • Nu Horizons Electronics Corp • Wholesale-electronic parts & equipment, nec • New York

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”).

CONSENT AND FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • October 9th, 2008 • Nu Horizons Electronics Corp • Wholesale-electronic parts & equipment, nec • New York

FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 29, 2008 (the “Fourth Amendment”) 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”).

NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • May 3rd, 2010 • Nu Horizons Electronics Corp • Wholesale-electronic parts & equipment, nec

AGREEMENT made the 29th day of April, 2010, between Nu Horizons Electronics Corp., a Delaware corporation, (hereinafter called the "Company") and Martin Kent (hereinafter called "Optionee").

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 22nd, 2003 • Nu Horizons Electronics Corp • Wholesale-electronic parts & equipment, nec • New York

SECOND AMENDMENT TO CREDIT AGREEMENT dated as of February 24, 2003, 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”), and MELLON BANK, N.A., a national banking association, having offices at 701 Market Street, Philadelphia, Pennsylvania 19103, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

TRANSITION AGREEMENT
Transition Agreement • May 3rd, 2010 • Nu Horizons Electronics Corp • Wholesale-electronic parts & equipment, nec

This TRANSITION AGREEMENT (“Agreement”) dated April 28, 2010 is made by and between Nu Horizons Electronics Corp., a Delaware corporation (the “Company” and, together with its subsidiaries and affiliates, the “Group”), and Arthur Nadata (“Executive”).

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • May 3rd, 2010 • Nu Horizons Electronics Corp • Wholesale-electronic parts & equipment, nec • New York

This third amendment to employment agreement is made this 28th day of April, 2010 effective as of the 3rd day of May, 2010 (the “Effective Date”) by and between NU HORIZONS ELECTRONICS CORP., a Delaware corporation (the “Company”) and ARTHUR NADATA, residing at _______ (the “Employee”).

Separation Agreement between C. David Bowers and Nu Horizons Electronics Corp. dated as of December 5, 2008.
Separation Agreement • January 9th, 2009 • Nu Horizons Electronics Corp • Wholesale-electronic parts & equipment, nec

This will confirm our discussion about your separation from employment with Nu Horizons Electronic Corp. (the "Company") on mutually agreeable terms as set forth below. You and the Company agree that this Agreement represents the full and complete agreement concerning your separation from employment with the Company.

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