Avnet 2009 Annual Report Download - page 88

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acknowledge in writing that any such consolidation of the assets and liabilities of any Company shall occur.
“ Affected Entity ”
means (i) any Financial Institution, (ii) any insurance company, bank or other funding entity providing liquidity,
credit enhancement or back-up purchase support or facilities to any Company, (iii) any agent, administrator or manager of any Company,
or (iv) any bank holding company in respect of any of the foregoing.
(c) Article XII of the Purchase Agreement is hereby amended by adding the following Section 12.3 to the end of such Article:
Section 12.3 Federal Reserve . Notwithstanding any other provision of this Agreement to the contrary, any Financial Institution
may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, any Purchaser Interest
and any rights to payment of Capital and Yield) under this Agreement to secure obligations of such Financial Institution to a Federal
Reserve Bank, without notice to or consent of the Seller or the Agent; provided that no such pledge or grant of a security interest shall
release a Financial Institution from any of its obligations hereunder, or substitute any such pledgee or grantee for such Financial
Institution as a party hereto.
(d) The definition of “Applicable Margin” appearing in Exhibit I to the Purchase Agreement is hereby amended by amending and
restating such definition in its entirety to read as follows:
“ Applicable Margin ” means 1.75%.
(e) The definition of “Dilution Percentage” appearing in Exhibit I to the Purchase Agreement is hereby amended by deleting in its
entirety the phrase “HDR = the highest average three-month Dilution Ratio occurring during the 12 most recent calendar months” and
replacing it with the phrase “HDR = the highest average two-month Dilution Ratio occurring during the 12 most recent calendar months.”
(f) The definition of “Liquidity Termination Date” appearing in Exhibit I to the Purchase Agreement is hereby amended by amending
and restating such definition in its entirety to read as follows:
“ Liquidity Termination Date ” means August 27, 2009.
(g) The definition of “Loss Percentage” appearing in Exhibit I to the Purchase Agreement is hereby amended by deleting in its
entirety the phrase “means at any time the greater of (i) 10% and (ii) a percentage calculated in accordance with the following formula”
AMENDMENT NO. 12 TO AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT
3