Arrow Electronics 2013 Annual Report Download - page 108

a.m. London time on such date. In the event that such rate does not appear on the Reuters WRLD page, the “Exchange Rate” with respect to
such Foreign Currency shall be determined by reference to such other publicly available service for displaying exchange rates as may be
agreed upon by the Administrative Agent and the Company or, in the absence of such agreement, such “Exchange Rate” shall instead be the
Administrative Agent’s spot rate of exchange in the interbank market where its foreign currency exchange operations in respect of such
Foreign Currency are then being conducted, at or about 10:00 a.m., local time, at such date for the purchase of Dollars with such Foreign
Currency, for delivery two Business Days later; provided, that if at the time of any such determination, no such spot rate can reasonably be
quoted, the Administrative Agent may use any reasonable method as it deems applicable to determine such rate, and such determination shall
be conclusive absent manifest error (without prejudice to the determination of the reasonableness of such method).
“Existing Credit Agreement”: as defined in the recitals hereof.
“Existing Joint Ventures”: the Persons specified on Schedule 1.1.
“Exposure”: at any date, (a) as to all the Banks, the aggregate Dollar Equivalent Amount of (i) the outstanding principal amount of
all Loans then outstanding and (ii) all L/C Obligations then outstanding, (b) as to any Bank, the aggregate Dollar Equivalent Amount of (i)
the outstanding principal amount of all Committed Rate Loans, Local Currency Loans and Competitive Advance Loans made by such Bank
or its Local Bank affiliates, branches or agencies and (ii) such Bank’s Swing Line Exposure and L/C Exposure and (c) as to any Borrower,
the aggregate Dollar Equivalent Amount of the outstanding principal amount of all Loans to such Borrower then outstanding.
“Extensions of Credit”: the collective reference to the making of any Loans (including, without limitation, participating in any
Swing Line Loans) and the issuance of, or participation in, any Letters of Credit but excluding the continuation or conversion of any Loan
pursuant to a Notice of Conversion or a Notice of Continuation.
“Extension Request”: as defined in subsection 2.13(a).
“Facility Fee Rate”: a rate per annum determined based upon the Rating in effect on such date by both S&P and Moody’s set forth
under the relevant column heading below opposite such Rating:
Level
Rating
(S&P/Moody’s) Facility Fee Rate
IGreater than or equal to BBB+/Baa1 0.150%
II BBB/Baa2 0.175%
III BBB-/Baa3 0.200%
IV BB+/Ba1 0.275%
V
Less than
BB+/Ba1 0.375%
; provided that, in the event that the Ratings of S&P and Moody’s do not coincide, (i) the Facility Fee Rate set forth above opposite
(A) the higher of such Ratings if at least one Rating is within Level I - III or (B) the lower of such Ratings if no Rating is within Level I -
III, will apply if the Ratings differ by only one level, (ii) the Facility Fee Rate consistent with the Rating one level above the lower Rating
will apply if the Ratings differ by two or more levels, and (iii), if there is no Rating in effect, the Facility Fee Rate will be based on the
Rating of less than BB+/Ba1.
“FATCA
”: sections 1471 through 1474 of the Code, as of the date of this Agreement (and any amended or successor versions
thereof that are substantially comparable and are not materially more onerous to comply with), any regulations or official interpretations
thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.