Arrow Electronics 2013 Annual Report Download - page 103

Level
Rating
(S&P/Moody’s)
Applicable Margin for
Eurocurrency Loans
Applicable Margin for ABR
Loans
I
Greater than or equal to
BBB+/Baa1 0.975% 0.000%
II BBB/Baa2 1.075% 0.075%
III BBB-/Baa3 1.300% 0.300%
IV BB+/Ba1 1.475% 0.475%
V
Less than
BB+/Ba1 1.625% 0.625%
; provided that, in the event that the Ratings of S&P and Moody’s do not coincide, (i) the Applicable Margin 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 Applicable Margin 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 Applicable Margin will be based on the Rating
of less than BB+/Ba1.
“Application”: an application, in such form as the Issuing Bank may specify from time to time, requesting the Issuing Bank to issue
a Letter of Credit.
“Arrangers”: JPMorgan Securities LLC, BNP Paribas Securities Corp., Merrill Lynch, Pierce, Fenner & Smith, Incorporated, The
Bank of Nova Scotia and The Bank of Tokyo Mitsubishi UFJ, Ltd. as joint lead arrangers and joint bookrunners.
“Arrow Note Documents”: the collective reference to the Indenture dated as of January 15, 1997 between the Company and The
Bank of New York (as successor to Bank of Montreal Trust Company), as Trustee, all supplemental indentures in respect thereof, and all
notes issued thereunder and under any such supplemental indenture, as any such document may be amended, restated, supplemented or
otherwise modified and in effect from time to time.
“Assenting Bank”: as defined in subsection 8.7(a).
“Assignee”: as defined in subsection 15.6(b).
“Assignment and Assumption”: each Assignment and Assumption, substantially in the form of Exhibit I, executed and delivered
pursuant to subsection 15.6(b).
“Available Foreign Currencies”: (i) with respect to Committed Rate Loans, Pounds Sterling, euro, Hong Kong Dollars and
Swedish Kroner, and any other currency agreed upon by the Company, the Administrative Agent and all of the Banks, (ii) with respect to
Competitive Advance Loans, any currency agreed upon by the Borrower of such Competitive Advance Loan and the Bank that makes such
Competitive Advance Loan and (iii) with respect to Letters of Credit, Pounds Sterling and euro.
“Bank Parent”: with respect to any Bank, any Person as to which such Bank is, directly or indirectly, a Subsidiary.
“Bankruptcy Event”: with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or
has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the
reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any
action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a
Bankruptcy Event shall not result solely by virtue (i) of any ownership interest, or the acquisition of any ownership interest, in such Person
by a Governmental Authority or instrumentality thereof, or (ii) in the case of a solvent