CONFORMED COPY
ARROW ELECTRONICS, INC.
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▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
New York, New York
As of March 25, 1999
Re: Amendment No. 5 to Senior Note Purchase Agreements
dated as of December 29, 1992
To the Noteholders
Referred to Below
Ladies and Gentlemen:
Reference is made to the several Senior Note Purchase Agreements, each
dated as of December 29, 1992 (collectively, as in effect on the date hereof,
the "Agreements"), between Arrow Electronics, Inc., a New York corporation (the
"Company") and the financial institutions identified in Annex A thereto,
pursuant to which said financial institutions purchased $75,000,000 aggregate
principal amount of the Company's 8.29% Senior Secured
Notes due 2000 (the "Senior Notes").
The Company has requested that the holders of the Senior Notes (the
"Noteholders") agree, and the Noteholders party hereto are willing, to amend
various provisions of the Agreements, all on the terms and
conditions of this Amendment.
Accordingly, in consideration of the premises and the mutual
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Definitions. Unless otherwise defined herein, all terms used
herein that are defined in the Agreements (as amended hereby) shall have their
respective meanings as therein defined.
2. Amendments to Agreements. Subject to the satisfaction of the
condition to effectiveness specified in 5 below, but with effect on and after
the date hereof, the Agreements are amended as follows:
2.1 Amendment to Section 2.02. Section 2.02 of the Agreements is
amended by deleting the definition of "Credit Agreement" therein and adding the
following new definitions thereto (in their appropriate alphabetic locations):
"Bank' means any lender party to a Credit Agreement."
"Credit Agreement' means, collectively, (i) the Credit
Agreement dated as of August 16, 1995 among the Company, the Foreign
Subsidiaries party thereto, the financial institutions party thereto and The
Chase Manhattan Bank, as successor by merger to Chemical Bank, as Administrative
Agent, (ii) the Credit Agreement dated as of March 30, 1999 among the Company,
the Foreign Subsidiaries party thereto, the financial institutions party thereto
and The Chase Manhattan Bank, as Administrative Agent and (iii) any agreement
evidencing Indebtedness incurred by the Company or any Foreign Subsidiary to
refinance any Credit Agreement referred to in clause (i) or (ii), in each case
as such agreement may be amended, restated, modified, supplemented and in effect
from time to time.".
2.2. Amendment to Section 8.01. Section 8.01 of the
Agreements is amended by re-designating subsections "(p)" and "(q)" thereof as
subsections "(q)" and "(r)", respectively, and adding the following new
subsection (p):
"(p) Guarantees by Subsidiaries of Bank Debt (subject
to the provisions of Section 8.16);".
3. Additional Undertaking. In consideration of the
amendments set forth in 2 above, the Company hereby acknowledges to and agrees
with each of the Noteholders that, notwithstanding anything to the contrary
herein or in the Agreements, no Subsidiary of the Company (other than any
Foreign Subsidiary) will borrow, or become obligated to borrow, under any Credit
Agreement. The Company acknowledges that a failure to comply with this 3 shall
constitute an Event of Default for purposes of Section 9.01 of the Agreements.
4. Representations and Warranties. The Company represents
and warrants to the Noteholders as follows (and the parties hereto agree that
the following representations and warranties shall be deemed to have been made
pursuant to the Agreements for all relevant purposes thereof):
4.1. Power and Authority. The Company has the
corporate power and authority to execute and deliver this Amendment and to
perform the Agreements as amended hereby (the "Amended Agreements").
4.2. Authorization, etc. This Amendment has been duly
authorized by all necessary corporate action on the part of the Company and has
been duly executed and delivered by the Company, and the Amended Agreements
constitute legal, valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, except as such enforcement
may be limited by (i) applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditors' rights
generally and (ii) general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at
law).
4.3. No Conflicts. The execution and delivery by the
Company of this Amendment and the performance by the Company of this Amendment
and of the Amended Agreements will not (i) violate any material provision of law
applicable to the Company or any of its Subsidiaries or any Order binding on the
Company or any of its Subsidiaries, (ii) to the best knowledge of the Company,
conflict with, result in a material breach of or constitute (with due notice or
lapse of time or both) a material default under any agreement or instrument
binding on the Company or any of its Subsidiaries or affecting their Properties
or (iii) require any approval or consent of any Governmental Authority or, to
the best knowledge of the Company, any other Person under any agreement or
instrument binding on the Company or any of its Subsidiaries or affecting their
Properties.
4.4. No Defaults. Both immediately prior and after
giving effect to this Amendment, no Default or Event of Default has occurred and
is continuing.
5. Condition to Effectiveness. The amendments to the
Agreements set forth in 2 shall become effective, as of the date hereof, upon
the execution and delivery of this Amendment by the Company and the
Required Holders.
6. Miscellaneous.
6.1. Costs and Expenses. As provided in Section 10.02
of the Agreements, the Company agrees to pay on demand all reasonable out-of-
pocket costs and expenses of the Noteholders in connection with the negotiation,
preparation, execution and delivery of this Amendment and any documents executed
pursuant hereto.
6.2. Ratification; Waiver. The Agreements, except as
amended pursuant hereto, are in all respects ratified and confirmed, and the
terms, covenants and agreements thereof shall remain in full force and effect.
6.3. References to Agreements and Senior Notes. From
and after the date hereof, all references to the Agreements in the Agreements,
the Senior Notes, the Subsidiary Guarantees and the other Loan Documents
shall be deemed to be references to the Agreements as amended by this Amendment.
6.4. Governing Law. This Amendment shall be construed
in accordance with and governed by the laws of the State of New York.
6.5. Execution in Counterparts. This Amendment may be
executed in counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument.
If you are in agreement with the foregoing, please sign the
form of acceptance in the space provided below whereupon this Amendment shall
become a binding agreement between you and the Company.
Very truly yours,
ARROW ELECTRONICS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President
ACCEPTED AND AGREED:
CIG & CO.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Partner
PRINCIPAL LIFE INSURANCE COMPANY
By Principal Capital Management, LLC,
a Delaware limited liability company,
its Authorized Signatory
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇▇▇
Title: Counsel
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Counsel
TEACHERS INSURANCE & ANNUITY
ASSOCIATION OF AMERICA
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director - Private Placements
THE LINCOLN NATIONAL LIFE INSURANCE
COMPANY
By: Lincoln Investment Management, Inc.,
It's Attorney-in-Fact
By: /s/ ▇▇▇▇▇ ▇. Patch
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Name: ▇▇▇▇▇ ▇. Patch
Title: Vice President
