Arrow Electronics 2013 Annual Report Download - page 122

new Revolving Commitment pursuant to paragraph (b) below, which other bank or other financial institution shall be subject to the consent of
the Administrative Agent (which consent shall not be unreasonably withheld or delayed).
(b) Any additional bank or financial institution that the Borrowers select to offer the opportunity to provide any portion of
the increased Revolving Commitments, and that elects to become a party to this Agreement and provide a Revolving Commitment, shall
execute a New Bank Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit K (a “ New Bank
Supplement”), whereupon such bank or financial institution (a “ New Bank”) shall become a Bank for all purposes and to the same extent as if
originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule I shall be deemed to be amended to
add the name and Revolving Commitment of such New Bank, provided that the Revolving Commitment of any such New Bank shall be in a
principal amount not less than $10,000,000.
(c) Any Bank that accepts an offer to it by the Borrowers to increase its Revolving Commitment pursuant to this subsection
2.10 shall, in each case, execute a Revolving Commitment Increase Supplement with the Borrowers and the Administrative Agent,
substantially in the form of Exhibit L (a “Revolving Commitment Increase Supplement ”), whereupon such Bank (an “Increasing Bank”)
shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Commitment as so increased,
and Schedule I shall be deemed to be amended to so increase the Revolving Commitment of such Bank.
(d) The effectiveness of any New Bank Supplement or Revolving Commitment Increase Supplement shall be contingent
upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the
Administrative Agent shall reasonably request with respect thereto.
(e) (i) Except as otherwise provided in subparagraphs (ii) and (iii) of this paragraph (e), if any bank or financial institution
becomes a New Bank pursuant to subsection 2.10(b) or any Bank’s Revolving Commitment is increased pursuant to subsection 2.10(c),
additional Committed Rate Loans made on or after the date of the effectiveness thereof (the “ Re-Allocation Date”) shall be made in
accordance with the pro rata provisions of subsection 8.3 based on the Revolving Commitment Percentages (or relevant Foreign Currency
Revolving Commitment Percentages, as the case may be) in effect on and after such Re-Allocation Date (except to the extent that any such
pro rata borrowings would result in any Bank making an aggregate principal amount of Committed Rate Loans in excess of its Revolving
Commitment (or relevant Foreign Currency Revolving Commitment Percentages, as the case may be), in which case such excess amount will
be allocated to, and made by, the relevant New Banks and Increasing Banks to the extent of, and in accordance with the pro rata provisions of
subsection 8.3 based on, their respective Revolving Commitments (or relevant Foreign Currency Revolving Commitments, as the case may
be)). On each Re-Allocation Date, the Administrative Agent shall deliver a notice to each Bank of the adjusted Revolving Commitment
Percentages after giving effect to any increase in the Revolving Commitments made pursuant to this subsection 2.10 on such Re-Allocation
Date.
(ii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Committed Rate ABR Loans, the
applicable Borrower shall make prepayments thereof and one or more Borrowers shall make borrowings of Committed Rate ABR Loans
and/or Committed Rate Eurocurrency Loans, as the applicable Borrower shall determine, so that, after giving effect thereto, the Committed
Rate ABR Loans and Committed Rate Eurocurrency Loans outstanding are held as nearly as may be in accordance with the pro rata
provisions of subsection 8.3 based on such new Revolving Commitment Percentage.
(iii) In the event that on any such Re-Allocation Date there is an unpaid principal amount of Committed Rate Eurocurrency
Loans, such Committed Rate Eurocurrency Loans shall remain outstanding with the respective holders thereof until the expiration of their
respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this
Agreement), and on the last day of the respective Interest Periods the applicable Borrower shall make prepayments thereof and the applicable
Borrowers shall make borrowings of Committed Rate ABR Loans and/or Committed Rate Eurocurrency Loans so that, after giving effect
thereto, the Committed Rate ABR Loans and Committed Rate