Arrow Electronics 2013 Annual Report Download - page 136

to the product of (i) such amount, times (ii) the daily average Federal funds rate, as quoted by such Local Currency Bank during the period
from and including the date such payment is required to the date on which such payment is immediately available to the Local Currency Bank,
times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. A
certificate of a Local Currency Bank submitted to any Bank through the Administrative Agent with respect to any amounts owing under this
subsection (d) shall be conclusive in the absence of manifest error.
SECTION 7. [RESERVED]
SECTION 8. CERTAIN PROVISIONS APPLICABLE TO THE LOANS AND
LETTERS OF CREDIT
8.1 Facility Fee; Other Fees; Other Payment.
(a) The Company shall pay to the Administrative Agent for the account of each Bank holding a Revolving Commitment a
facility fee for the period from and including the Closing Date to, but excluding, the Termination Date, computed at the Facility Fee Rate in
effect from time to time on the average daily amount of the Revolving Commitment (used and unused) of such Bank during the period for
which payment is made, payable quarterly in arrears on the last day of each March, June, September and December and on the Termination
Date or such earlier date on which the Revolving Commitments shall terminate as provided herein, commencing on the first of such dates to
occur after the date hereof.
(b) The Company shall pay to the applicable Issuing Bank for its own account a fronting fee of 0.125% per annum on the
undrawn and unexpired amount of each Letter of Credit, in each case payable quarterly in arrears on the last day of each March, June,
September and December and on the Termination Date or such earlier date on which the Revolving Commitments shall terminate as provided
herein, commencing on the first of such dates to occur after the date hereof or the issuance date, as relevant.
(c) The Company agrees to pay to the Administrative Agent, for its own account and for the account of the Arrangers and
the Banks, the fees in the amounts and on the dates agreed to by such parties in writing prior to the date of this Agreement.
8.2 Computation of Interest and Fees.
(a) Facility fees and, whenever it is calculated on the basis of the Prime Rate, interest shall be calculated on the basis of a
365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and Letter of Credit commissions shall be
calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant
Specified Borrower and the Banks of each determination of a Eurocurrency Rate. Any change in the ABR due to a change in the Prime Rate
or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or
the Federal Funds Effective Rate, respectively. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the
Banks of the effective date and the amount of each such change in interest rate.
(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be
conclusive and binding on the Borrowers and the Banks in the absence of manifest error.
8.3 Pro Rata Treatment and Payments.
(a) Each payment by the Company on account of any facility fee hereunder and any reduction of the Revolving
Commitments of the Banks shall be made pro rata according to the respective Revolving Commitment Percentages of the Banks. Each
disbursement of Committed Rate Loans in any Currency shall be