Arrow Electronics 2013 Annual Report Download - page 125

(b) If any borrowing of Committed Rate Loans is required pursuant to this subsection 2.12, the Company shall notify the
Administrative Agent in the manner provided for Committed Rate Loans in subsection 2.2, except that the minimum borrowing amounts and
threshold multiples in excess thereof applicable to Committed Rate ABR Loans set forth in subsection 2.2 shall not be applicable to the extent
that such minimum borrowing amounts exceed the amounts of Committed Rate Loans required to be made pursuant to this subsection 2.12.
2.13 Extension of Termination Date.
(a) The Company may, by written notice to the Administrative Agent in the form of Exhibit J-1 (the “Extension Request”)
given no earlier than 60 days prior to each anniversary of the Closing Date but no later than 45 days prior to each anniversary of the Closing
Date, request that the then applicable Termination Date be extended to the date that is one calendar year after the then applicable Termination
Date. Such extension shall be effective with respect to each Bank that, by a written notice in the form of Exhibit J-2 (a “ Continuation
Notice”) to the Administrative Agent given no later than 20 days prior to the then applicable anniversary of the Closing Date, consents, in its
sole discretion, to such extension (each Bank giving a Continuation Notice being referred to herein as a “ Continuing Bank” and each Bank
other than a Continuing Bank being referred to herein as a “ Non-Extending Bank”), provided that (i) such extension shall be effective only if
the aggregate Revolving Commitments of the Continuing Banks constitute at least a majority of the Total Revolving Commitments on the date
of the Extension Request, (ii) any Bank that fails to submit a Continuation Notice at least 20 days prior to the then applicable anniversary of
the Closing Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending Bank and (iii) the Company
may give no more than two Extension Requests during the term of this Agreement. No Bank shall have any obligation to consent to any
extension of the Termination Date. The Administrative Agent shall notify each Bank of the receipt of an Extension Request promptly after
receipt thereof. The Administrative Agent shall notify the Company and the Banks no later than 15 days prior to the then applicable anniversary
of the Closing Date which Banks are Continuing Banks and which Banks are Non-Extending Banks, and whether the Administrative Agent
has received Continuation Notices from Banks holding Revolving Commitments aggregating at least a majority of the Total Revolving
Commitments on the date of the Extension Request.
(b) The Commitment of each Non-Extending Bank shall terminate at the close of business on the Termination Date in effect
prior to the delivery of such Extension Request without giving any effect to such proposed extension. On such Termination Date, the
Company shall pay to the Administrative Agent, for the account of each Non-Extending Bank, an amount equal to such Non-Extending
Bank’s Loans, together with accrued but unpaid interest and fees thereon and all other amounts then payable hereunder to such Non-Extending
Bank. If, however, on or before the applicable Termination Date in effect immediately prior to the effectiveness of the Extension Request
pursuant to this subsection 2.13, the Company obtains a Replacement Bank pursuant to subsection 15.1(e) for any such Non-Extending
Bank and such Replacement Bank agrees to the extension of the Termination Date pursuant to this subsection 2.13, then such Replacement
Bank shall for all purposes of this subsection 2.13 and this Agreement be deemed to be a Continuing Bank, and the Loans of such Bank shall
not be due and payable pursuant to this subsection 2.13(b).
SECTION 3. THE COMPETITIVE ADVANCE LOANS
3.1 Competitive Advance Loans.
(a) Subject to the terms and conditions hereof, any Specified Borrower may, from time to time during the Commitment
Period, request the Banks to offer bids, and any Bank may, in its sole discretion, offer such bids, to make competitive advance loans (
“Competitive Advance Loans ”) to such Specified Borrower on the terms and conditions set forth in such bids. Each Competitive Advance
Loan shall bear interest at the rates, be payable on the dates, and shall mature on the date, agreed between such Specified Borrower and Bank at
the time such Competitive Advance Loan is made; provided, that (i) each Competitive Advance Loan shall mature not earlier than 1 day and
not later than 180 days, after the date such Competitive Advance Loan is made and (ii) no Competitive Advance Loan shall mature after the
Termination Date. During the Commitment Period, the