Arrow Electronics 2013 Annual Report Download - page 120

subsection 11.2 demonstrating compliance with the covenants contained herein shall set forth calculations setting forth the adjustments necessary to
demonstrate how the Company is in compliance with the financial covenants based upon GAAP as in effect on the Closing Date.
SECTION 2. THE COMMITTED RATE LOANS
2.1 Committed Rate Loan.
(a) Subject to the terms and conditions hereof, each Bank severally agrees to make loans on a revolving credit basis (
“Committed Rate Loans”) to any Specified Borrower from time to time during the Commitment Period; provided, that no Committed Rate
Loan shall be made by any Bank if, after giving effect to the making of such Loan and the simultaneous application of the proceeds thereof,
(i) the aggregate amount of the Exposure of all the Banks would exceed the aggregate amount of the Revolving Commitments, (ii) the
aggregate amount of the Foreign Currency Exposure in respect of any Currency would exceed the Foreign Currency Exposure Sublimit for
such Currency (iii) in the case of Committed Rate Loans denominated in an Available Foreign Currency, the aggregate principal amount of
Committed Rate Loans outstanding to a Bank in such Currency would exceed the Foreign Currency Revolving Commitment of such Bank in
such Currency or (iv) the aggregate amount of the Exposure of a Bank would exceed the Revolving Commitment of such Bank. During the
Commitment Period, the Specified Borrowers may use the Revolving Commitments by borrowing, prepaying the Committed Rate Loans in
whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) The Committed Rate Loans may be made in Dollars or any Available Foreign Currency and may from time to time be (i)
Committed Rate Eurocurrency Loans, (ii) in the case of Committed Rate Loans in Dollars only, Committed Rate ABR Loans or (iii) a
combination thereof, as determined by the relevant Specified Borrower and set forth in the Notice of Borrowing or Notice of Conversion with
respect thereto; provided, that no Committed Rate Eurocurrency Loan shall be made after the day that is one month prior to the Termination
Date.
2.2 Procedure for Committed Rate Loan Borrowin . Any Specified Borrower may request the Banks to make Committed Rate Loans
on any Business Day during the Commitment Period by delivering a Notice of Borrowing. Each borrowing of Committed Rate Loans (other than
pursuant to a Swing Line refunding pursuant to subsection 4.4, pursuant to subsection 5.5(c) or pursuant to subsection 6.3) shall be in an amount
equal to (a) in the case of Committed Rate ABR Loans, $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if the then aggregate
undrawn amount of the Revolving Commitments is less than $1,000,000, such lesser amount) and (b) in the case of Committed Rate Eurocurrency
Loans, (i) if in Dollars, $5,000,000 or increments of $500,000 thereafter, and (ii) if in any Available Foreign Currency, an amount in such Available
Foreign Currency of which the Dollar Equivalent Amount is at least $5,000,000; provided, that any borrowing of Committed Rate Loans may be in an
aggregate amount that is equal to the entire unused balance of the Total Revolving Commitment. Upon receipt of any such Notice of Borrowing from
a Specified Borrower, the Administrative Agent shall promptly notify each Bank that has a Revolving Commitment in the relevant Currency of receipt
of such Notice of Borrowing and of such Bank’s Revolving Borrowing Percentage of the Committed Rate Loans to be made pursuant thereto.
Subject to the terms and conditions hereof, each Bank that has a Revolving Commitment in the relevant Currency will make its Revolving Borrowing
Percentage of each such borrowing available to the Administrative Agent for the account of such Specified Borrower at the Funding Office, and at or
prior to the Funding Time, for the Currency of such Loan in funds immediately available to the Administrative Agent in the applicable Currency. The
amounts made available by each Bank will then be made available to such Specified Borrower at the Funding Office, in like funds as received by the
Administrative Agent.
2.3 Repayment of Committed Rate Loans; Evidence of Debt .
(a) Each Specified Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each
Bank on the Termination Date (or such earlier date on which the Loans become due and payable pursuant to Section 13), the then unpaid
principal amount of each Committed Rate Loan made by such Bank to such Specified Borrower. Each Specified Borrower hereby further
agrees to pay to the Administrative Agent for the account of each Bank, interest on the unpaid principal amount of the Committed Rate Loans
made