Arrow Electronics 2013 Annual Report Download - page 221

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Amendments to the TAA. On and as of the Effective Date (as defined below), clause (a)
of the definition of “Eligible Receivable” appearing in Section 1.1 of the TAA is hereby amended and restated in its entirety to read as
follows:
(a) which was originated by an Originator in the ordinary course of its business (for the avoidance of doubt any
Receivable originated by Nu Horizons Electronics Corp. prior to July 1, 2013 and acquired directly or indirectly by Arrow on
July 1, 2013 shall be deemed to satisfy this clause (a));
SECTION 2. Representations and Warranties of the SPV and Arrow. To induce the Conduit Investors,
Alternate Investors, the Funding Agents and the Administrative Agent to enter into this Amendment, the SPV and Arrow each makes
the following representations and warranties (which representations and warranties shall survive the execution and delivery of this
Amendment) as of the date hereof and, after giving effect to the amendments set forth herein as of the Effective Date:
Section 2.1. Authority. The SPV and Arrow each has the requisite corporate power, authority and legal right to
execute and deliver this Amendment and to perform its obligations hereunder and under the Transaction Documents, including the
TAA (as modified hereby). The execution, delivery and performance by the SPV and Arrow of this Amendment and their performance
of the Transaction Documents, including the TAA (as modified hereby), have been duly approved by all necessary corporate action and
no other corporate proceedings are necessary to consummate such transactions.
Section 2.2. Enforceability. This Amendment has been duly executed and delivered by the SPV and Arrow. This
Amendment is the legal, valid and binding obligation of the SPV and Arrow, enforceable against the SPV and Arrow in accordance with
its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and
the application of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The making and
delivery of this Amendment and the performance of the TAA, as amended by this Amendment, do not violate any provision of law or
any regulation (except to the extent that the violation thereof could not, in the aggregate, be expected to have a Material Adverse Effect
or a material adverse effect on the condition (financial or otherwise), business or properties of Arrow and the other Originators, taken as
a whole), or its charter or by-laws, or result in the breach of or constitute a default under or require any consent under any indenture or
other agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected.
Section 2.3. Representations and Warranties. The representations and warranties contained in the Transaction
Documents are true and correct on and as of the date hereof and the Effective Date, as applicable, as though made on and as of such date
after giving effect to this Amendment, except for representations and warranties made by the SPV or Arrow expressly stated to relate to
an earlier date, in which case such representations and warranties are true and correct as of such earlier date.
Section 2.4. No Termination Event. After giving effect to this Amendment, no event has occurred and is
continuing that constitutes a Termination Event or a Potential Termination Event.