Arrow Electronics 2013 Annual Report Download - page 101

AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT, dated as of December 13, 2013, among:
(i) ARROW ELECTRONICS, INC., a New York corporation (the “Company”);
(ii) the SUBSIDIARY BORROWERS (as hereinafter defined);
(iii) the several banks and other financial institutions from time to time parties to this Agreement (the “ Banks”);
(iv) BNP PARIBAS, BANK OF AMERICA, N.A., THE BANK OF NOVA SCOTIA AND THE BANK OF
TOKYO-MITSUBISHI UFJ, LTD., as syndication agents for the Banks hereunder (in such capacity, the “ Syndication Agents”);
and
(v) JPMORGAN CHASE BANK, N.A., as administrative agent for the Banks hereunder (in such capacity, the
“Administrative Agent”).
W I T N E S S E T H :
WHEREAS, the Company has requested the Banks to make available a five-year revolving credit facility by amending and restating
the Five-Year Credit Agreement of the Company, dated as of August 19, 2011, 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
WHEREAS, the Banks are willing to make such credit facility available upon and subject to the terms and conditions hereafter set
forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto hereby agree that,
effective as of the Closing Date (as defined below), the Existing Credit Agreement shall be amended and restated in its entirety as follows:
SECTION 1. DEFINITIONS
1.1 Defined Terms. As used in this Agreement, the following terms shall have the following meanings:
“ABR”: for any day, a rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to the greatest of (a) the
Prime Rate in effect on such day, (b) the Eurocurrency Rate that would be calculated as of such day (or, if such day is not a Business Day,
as of the next preceding Business Day) in respect of a proposed Eurocurrency Loan with a one-month interest period plus 1% and (c) the
Federal Funds Effective Rate in effect on such day plus ½ of 1%. For purposes hereof: “Prime Rate” shall mean the rate of interest per
annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York
City (the Prime Rate not being intended to be the lowest rate of interest charged by JPMorgan Chase Bank, N.A. in connection with
extensions of credit to debtors).
“ABR Loans”: Loans denominated in Dollars the rate of interest applicable to which is based upon the ABR.
“Acceleration Date”: any date on which the Commitments shall have been terminated and/or the Loans shall have been declared
immediately due and payable pursuant to Section 13.
“Additional Local Currencies”: Australian Dollars, Singapore Dollars, New Taiwan Dollars and any other available and freely
convertible non-Dollar currency selected by the Company and approved by the Administrative Agent in the manner described in subsection
15.1(b).