ASSET PURCHASE AGREEMENT SALE OF CERTAIN ASSETS OF KEYLINK SYSTEMS, A BUSINESS OF AGILYSYS, INC., AND AGILYSYS CANADA INC. TO ARROW ELECTRONICS, INC., ARROW ELECTRONICS CANADA LTD., AND SUPPORT NET, INC. DATED: January 2, 2007Asset Purchase Agreement • February 23rd, 2007 • Arrow Electronics Inc • Wholesale-electronic parts & equipment, nec • Delaware
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into as of the 2nd day of January, 2007 by and among AGILYSYS, INC., an Ohio corporation (“Agilysys”), AGILYSYS CANADA INC., an Ontario corporation (“Agilysys Canada” and, together with Agilysys, “Sellers”), and Arrow Electronics, Inc., a New York corporation (“Buyer”), Support Net, Inc., an Indiana corporation (“US Buyer”), and Arrow Electronics Canada Ltd., a Canadian corporation (“Canadian Buyer”, and together with Buyer and US Buyer, “Buyers”).
AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT among ARROW ELECTRONICS, INC., THE SUBSIDIARY BORROWERS The Several Banks from Time to Time Parties Hereto, BANK OF AMERICA, N.A., THE BANK OF NOVA SCOTIA, BNP PARIBAS and WACHOVIA BANK NATIONAL...Credit Agreement • February 23rd, 2007 • Arrow Electronics Inc • Wholesale-electronic parts & equipment, nec • New York
WHEREAS, the Company has requested the Banks to make available five-year revolving and term credit facilities by amending and restating the Amended and Restated Credit Agreement, dated as of June 13, 2005, among the Company, certain of its subsidiaries, certain financial institutions, JPMorgan Chase Bank, N.A., as administrative agent, and others (as in effect on the date hereof, the “Existing Credit Agreement”); and
Page ARTICLE I DEFINITIONS 2 1.1 Accounts 2 1.2 Affiliate 2 1.3 Applicable Plan Year 2 1.4 Appropriate Form 3 1.5 Beneficiary 3 1.6 Board of Directors 3 1.7 Code 3 1.8 Catch-up Contributions 3 1.9 Committee 3 1.10 Common Stock 3 1.11 Company 3 1.12...Arrow Electronics Inc • February 23rd, 2007 • Wholesale-electronic parts & equipment, nec • New York
The Plan was amended and restated effective as of the close of business on December 31, 1988 for the following purposes: (i) to establish the Plan as a separate entity upon its deletion as Part III of the Arrow Electronics ESOP and Capital Accumulation Plan (which was renamed the Arrow Electronics Stock Ownership Plan) and to accept the transfer to the Plan of all assets and liabilities relating to such Part III; (ii) to merge the New Plan into the Plan and to make further changes deemed necessary or advisable in light of the merger, including changing the name of the Plan to the Arrow Electronics Savings Plan; and (iii) to make changes deemed necessary or advisable to comply with changes in applicable law, effective as of such dates as required by law, and to make other changes deemed desirable in order to effect the purposes of the Plan. Provisions of this document having effective dates prior to December 31, 1988 govern Part III of the Arrow Electronics ESOP and Capital Accumulation
AMENDMENT NO. 14 TO TRANSFER AND ADMINISTRATION AGREEMENTTransfer and Administration Agreement • February 23rd, 2007 • Arrow Electronics Inc • Wholesale-electronic parts & equipment, nec • New York
AMENDMENT NO. 14 TO TRANSFER AND ADMINISTRATION AGREEMENT, dated as of October 31, 2006 (this “Amendment”), to that certain Transfer and Administration Agreement dated as of March 21, 2001, as amended by Amendment No. 1 to Transfer and Administration Agreement dated as of November 30, 2001, Amendment No. 2 to Transfer and Administration Agreement dated as of December 14, 2001, Amendment No. 3 to Transfer and Administration Agreement dated as of March 20, 2002, Amendment No. 4 to Transfer and Administration Agreement dated as of March 29, 2002, Amendment No. 5 to Transfer and Administration Agreement dated as of May 22, 2002, Amendment No. 6 and Limited Waiver to Transfer and Administration Agreement dated as of September 27, 2002, Amendment No. 7 to Transfer and Administration Agreement dated as of February 19, 2003, Amendment No. 8 to Transfer and Administration Agreement dated as of April 14, 2003, Amendment No. 9 to Transfer and Administration Agreement dated as of August 13, 2003,
AMENDMENT NO. 15 TO TRANSFER AND ADMINISTRATION AGREEMENTTransfer and Administration Agreement • February 23rd, 2007 • Arrow Electronics Inc • Wholesale-electronic parts & equipment, nec • New York
AMENDMENT NO. 15 TO TRANSFER AND ADMINISTRATION AGREEMENT, dated as of February 12, 2007 (this “Amendment”), to that certain Transfer and Administration Agreement dated as of March 21, 2001, as amended by Amendment No. 1 to Transfer and Administration Agreement dated as of November 30, 2001, Amendment No. 2 to Transfer and Administration Agreement dated as of December 14, 2001, Amendment No. 3 to Transfer and Administration Agreement dated as of March 20, 2002, Amendment No. 4 to Transfer and Administration Agreement dated as of March 29, 2002, Amendment No. 5 to Transfer and Administration Agreement dated as of May 22, 2002, Amendment No. 6 and Limited Waiver to Transfer and Administration Agreement dated as of September 27, 2002, Amendment No. 7 to Transfer and Administration Agreement dated as of February 19, 2003, Amendment No. 8 to Transfer and Administration Agreement dated as of April 14, 2003, Amendment No. 9 to Transfer and Administration Agreement dated as of August 13, 2003,
