Avnet 2009 Annual Report Download - page 96

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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. Amendment . Subject to the terms and conditions set forth herein, the Purchase Agreement is hereby amended by amending the
definition of “Loss Percentage” appearing in Exhibit I thereto by deleting in its entirety the phrase “means at any time (A) 10% plus (B) the
greater of (i) 10% and (ii) a percentage calculated in accordance with the following formula” and replacing it with the phrase “means at any
time the greater of (i) 10% and (ii) a percentage calculated in accordance with the following formula.”
Section 3. Conditions to Effectiveness of this Amendment . This Amendment shall become effective as of the date hereof, upon the
satisfaction of the conditions precedent that:
(a) Amendment . The Agent shall have received, on or before the date hereof, executed counterparts of this Amendment, duly
executed by each of the parties hereto.
(b) Representations and Warranties . As of the date hereof, both before and after giving effect to this Amendment, all of the
representations and warranties contained in the Purchase Agreement and in each other Transaction Document shall be true and correct in all
material respects as though made on the date hereof (and by its execution hereof, each of Seller and the Servicer shall be deemed to have
represented and warranted such).
(c) No Amortization Event . As of the date hereof, both before and after giving effect to this Amendment, no Amortization Event or
Potential Amortization Event shall have occurred and be continuing (and by its execution hereof, each of Seller and the Servicer shall be
deemed to have represented and warranted such).
Section 4. Miscellaneous .
(a) Effect; Ratification . The amendments set forth herein are effective solely for the purposes set forth herein and shall be limited
precisely as written, and shall not be deemed to (i) be a consent to, or an acknowledgment of, any amendment, waiver or modification of any
other term or condition of the Purchase Agreement or of any other instrument or agreement referred to therein or (ii) prejudice any right or
remedy which any Purchaser or the Agent may now have or may have in the future under or in connection with the Purchase Agreement, as
amended hereby, or any other instrument or agreement referred to therein. Each reference in the Purchase Agreement to “this Agreement,”
“herein,” “hereof” and words of like import and each reference in the other Transaction Documents to the Purchase Agreement or to the
“Receivables Purchase Agreement” or to the “Purchase Agreement” shall mean the Purchase Agreement as amended hereby. This Amendment
shall be construed in connection with and as
AMENDMENT NO. 13 TO AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT
2