Avnet 2009 Annual Report Download - page 87

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AGREEMENT
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. Definitions Used Herein . Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set
forth for such terms in, or incorporated by reference into, the Purchase Agreement.
Section 2. Amendments . Subject to the terms and conditions set forth herein, the Purchase Agreement is hereby amended as follows:
(a) Section 9.1(f) of the Purchase Agreement is hereby amended by deleting in its entirety the phrase “Dilution Ratio Trigger shall
exceed 8.25%” and replacing it with the phrase “Dilution Ratio Trigger shall exceed 9.00%.”
(b) Article X of the Purchase Agreement is hereby amended by adding the following Section 10.5 to the end of such Article:
Section 10.5 Accounting Based Consolidation Event . (a) If an Accounting Based Consolidation Event shall at any time occur
then, upon demand by the Agent, Seller shall pay to the Agent, for the benefit of the relevant Affected Entity, such amounts as such
Affected Entity reasonably determines will compensate or reimburse such Affected Entity for any resulting (i) fee, expense or increased
cost charged to, incurred or otherwise suffered by such Affected Entity, (ii) reduction in the rate of return on such Affected Entity’s
capital or reduction in the amount of any sum received or receivable by such Affected Entity or (iii) opportunity cost, internal capital
charge or other imputed cost determined by such Affected Entity to be allocable to Seller or the transactions contemplated in this
Agreement in connection therewith. Amounts under this Section 10.5 may be demanded at any time without regard to the timing of
issuance of any financial statement by any Company or by any Affected Entity.
(b) For purposes of this Section 10.5, the following terms shall have the following meanings:
“ Accounting Based Consolidation Event ” means the consolidation, for financial and/or regulatory accounting purposes, of all or
any portion of the assets and liabilities of any Company that are subject to this Agreement or any other Transaction Document with all or
any portion of the assets and liabilities of an Affected Entity. An Accounting Based Consolidation Event shall be deemed to occur on the
date any Affected Entity shall
AMENDMENT NO. 12 TO AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT
2