$625M 364-day Credit Facility

625,000,000


AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT


among


ARROW ELECTRONICS, INC.,


THE SUBSIDIARY BORROWERS,


The Several Banks


from Time to Time Parties Hereto,


BANK OF AMERICA, N.A., as Syndication Agent


FLEET NATIONAL BANK, as Documentation Agent


and


THE CHASE MANHATTAN BANK, as Administrative Agent


JP MORGAN, a division of Chase Securities Inc., as Arranger


Dated as of February 22, 200


TABLE OF CONTENTS
Page


SECTION 1. DEFINITIONS 1 1.1 Defined Terms 1 1.2 Other Definitional Provisions 19 1.3 Accounting Determinations 19


SECTION 2. THE COMMITTED RATE LOANS 20 2.1 Committed Rate Loans 20 2.2 Procedure for Committed Rate Loan Borrowing 20 2.3 Repayment of Committed Rate Loans; Evidence of Debt 21 2.4 Termination or Reduction of Commitments 21 2.5 Optional Prepayments 21 2.6 Conversion and Continuation Options 22 2.7 Minimum Amounts of Tranches 22 2.8 Interest Rates and Payment Dates for Committed Rate Loans 22 2.9 Inability to Determine Interest Rate 23 2.10 Commitment Increases 23 2.11 Refunding of Committed Rate Loans Denominated in
available Foreign Currencies 23 2.12 Certain Borrowings of Committed Rate Loans and
Refunding of Loans 23


SECTION 3. THE COMPETITIVE ADVANCE LOANS 28 3.1 Competitive Advance Loans 28 3.2 Procedure for Competitive Advance Loan Borrowing 28 3.3 Repayment of Competitive Advance Loans; Evidence of Debt 29 3.4 Prepayments 30


SECTION 4. THE SWING LINE LOANS 30 4.1 Swing Line Loans 30 4.2 Procedure for Swing Line Borrowing 30 4.3 Repayment of Swing Line Loans; Evidence of Debt 31 4.4 Allocating Swing Line Loans; Swing Line Loan Participations 31


SECTION 5. CERTAIN PROVISIONS APPLICABLE TO THE LOANS 33 5.1 Facility Fee; Utilization Fee; Other Fees; Other Payments 33 5.2 Computation of Interest and Fees 33 5.3 Pro Rata Treatment and Payments 34 5.4 [Reserved] 35 5.5 Requirements of Law 35 5.6 Taxes 37 5.7 Company's Options upon Claims for Increased Costs and Taxes 39 5.8 Break Funding Payments 40 5.9 Determinations 41 5.10 Change of Lending Office 41 5.11 Company Controls on Exposure; Calculation of
Exposure; Prepayment if Exposure exceeds Commitments 41 5.12 Extensions of Termination Date for Commitments 42


SECTION 6. REPRESENTATIONS AND WARRANTIES 43 6.1 Financial Condition 43 6.2 No Change 44 6.3 Corporate Existence; Compliance with Law 44 6.4 Corporate Power; Authorization; Enforceable Obligations 44 6.5 No Legal Bar 45 6.6 No Material Litigation 45 6.7 No Default 45 6.8 Ownership of Property; Liens 45 6.9 Intellectual Property 45 6.10 [Reserved] 45 6.11 Taxes 45 6.12 Federal Regulations 46 6.13 ERISA 46 6.14 Investment Company Act; Other Regulations 47 6.15 Subsidiaries 47 6.16 Accuracy and Completeness of Information 47 6.17 Purpose of Loans; Commitments 47 6.18 Environmental Matters 48


SECTION 7. CONDITIONS PRECEDENT 49 7.1 Conditions to Closing Date 49 7.2 Conditions to Each Loan 50


SECTION 8. AFFIRMATIVE COVENANTS 51 8.1 Financial Statements 51 8.2 Certificates; Other Information 53 8.3 Payment of Obligations 53 8.4 Conduct of Business and Maintenance of Existence 54 8.5 Maintenance of Property; Insurance 54 8.6 Inspection of Property; Books and Records; Discussions 54 8.7 Notices 54 8.8 Environmental Laws 55 8.9 Additional Subsidiary Guarantees 55


SECTION 9. NEGATIVE COVENANTS 56 9.1 Financial Condition Covenants 56 9.2 Limitation on Indebtedness of Domestic Subsidiaries 56 9.3 Limitation on Liens 56 9.4 Limitation on Fundamental Changes 58


SECTION 10. EVENTS OF DEFAULT 58


SECTION 11. THE ADMINISTRATIVE AGENT; THE ARRANGER AND OTHER AGENTS 60 11.1 Appointment 60 11.2 Delegation of Duties 61 11.3 Exculpatory Provisions 61 11.4 Reliance by Administrative Agent 61 11.5 Notice of Default 61 11.6 Non-Reliance on Administrative Agent and Other Banks 62 11.7 Indemnification 62 11.8 Administrative Agent in Its Individual Capacity 63 11.9 Successor Administrative Agent 63 11.10 The Arranger, Syndication Agent and Documentation Agent 63


SECTION 12. MISCELLANEOUS 63 12.1 Amendments and Waivers 63 12.2 Notices 65 12.3 No Waiver; Cumulative Remedies 66 12.4 Survival of Representations and Warranties 66 12.5 Payment of Expenses and Taxes 67 12.6 Successors and Assigns; Participations and Assignments 67 12.7 Adjustments; Set-off 70 12.8 Power of Attorney 71 12.9 Judgment 71 12.10 Counterparts 71 12.11 Severability 72 12.12 Integration 72 12.13 GOVERNING LAW 72 12.14 Submission To Jurisdiction; Waivers 72 12.15 Acknowledgments 73 12.16 WAIVERS OF JURY TRIAL 73


AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT, dated as of February 22, 2001, among:
(i) ARROW ELECTRONICS, INC., a New York corporation (the "Company");


(ii) the SUBSIDIARY BORROWERS (as hereinafter defined);


(iii) the several banks and other financial institutions from time to time parties to this Agreement (the "Banks");


(iv) BANK OF AMERICA, N.A., as syndication agent for the Banks hereunder (in such capacity, the "Syndication Agent");


(v) FLEET NATIONAL BANK, as documentation agent for the Banks hereunder (in such capacity, the "Documentation Agent"); and


(vi) THE CHASE MANHATTAN BANK, as administrative agent for the Banks hereunder (in such capacity, the "Administrative Agent").


W I T N E S S E T H :


WHEREAS, the Company has requested the Banks to make available a 364-day revolving credit facility that amends and restates the 364-Day Credit Agreement, dated as of March 24, 2000, among the Company, certain of its subsidiaries, certain financial institutions, Chase Securities Inc., as arranger, and The Chase Manhattan Bank, as administrative agent (as in effect on the date hereof, the "Existing Credit Agreement"); and


WHEREAS, the Banks are willing to make such credit facility available upon and subject to the terms and conditions hereafter set forth;


NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto hereby agree that, effective as of the Closing Date (as defined below), the Existing Credit Agreement shall be amended and restated in its entirety as follows:


SECTION 1. DEFINITIONS


1.1 Defined Terms. As used in this Agreement, the following terms shall have the following meanings:


"ABR": for any day, a rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Base CD Rate in effect on such day plus 1% and (c) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. For purposes hereof: "Prime Rate" shall mean the rate of interest per annum publicly announced from time to time by Chase as its prime rate in effect at its principal office in New York City (the Prime Rate not being intended to be the lowest rate of interest charged by Chase in connection with extensions of credit to debtors); "Base CD Rate" shall mean the sum of (a) the product of (i) the Three-Month Secondary CD Rate and (ii) a fraction, the numerator of which is one and the denominator of which is one minus the C/D Reserve Percentage and (b) the C/D Assessment Rate; "Three-Month Secondary CD Rate" shall mean, for any day, the secondary market rate for three-month certificates of deposit reported as being in effect on such day (or, if such day shall not be a Business Day, the next preceding Business Day) by the Board through the public information telephone line of the Federal Reserve Bank of New York (which rate will, under the current practices of the Board, be published in Federal Reserve Statistical Release H.15(519) during the week following such day), or, if such rate shall not be so reported on such day or such next preceding Business Day, the average of the secondary market quotations for three-month certificates of deposit of major money center banks in New York City received at approximately 10:00 a.m., New York City time, on such day (or, if such day shall not be a Business Day, on the next preceding Business Day) by the Administrative Agent from three New York City negotiable certificate of deposit dealers of recognized standing selected by it; and "Federal Funds Effective Rate" shall mean, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it. If for any reason the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Base CD Rate or the Federal Funds Effective Rate, or both, for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms thereof, the ABR shall be determined without regard to clause (b) or (c), or both, of the first sentence of this definition, as appropriate, until the circumstances giving rise to such inability no longer exist. Any change in the ABR due to a change in the Prime Rate, the Base CD Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate, the Base CD Rate or the Federal Funds Effective Rate, respectively.


"ABR Loans": Loans denominated in Dollars the rate of interest applicable to which is based upon the ABR.


"Acceleration Date": any date on which the Commitments shall have been terminated and/or the Loans shall have been declared immediately due and payable pursuant to Section 10.


"Adjusted Consolidated EBITDA": for any fiscal period, (a) the Consolidated Net Income of the Company and its Subsidiaries for such period, plus (b) to the extent deducted from earnings in determining Consolidated Net Income for such period, the sum, in each case for such period, of income taxes, interest expense, depreciation expense, amortization expense, including amortization of any goodwill or other intangibles, minus (c) to the extent included in determining Consolidated Net Income for such period, non-cash equity earnings of unconsolidated Affiliates, plus (d) to the extent excluded in determining Consolidated Net Income for such period, cash distributions received by the Company from unconsolidated Affiliates, all as determined on a consolidated basis in accordance with GAAP.


"Administrative Schedule": Schedule IV to this Agreement, which contains interest rate definitions and administrative information in respect of each Currency and each Type of Loan.


"Administrative Agent": as defined in the preamble hereto.


"Affected Bank": any Bank affected by the events described in subsection 5.4, 5.5 or 5.6, as the case may be, but only for the period during which such Bank shall be affected by such events.


"Affiliate": as to any Person, (a) any other Person (other than a Subsidiary) which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person or (b) any Person who is a director or officer of the Company or any of its Subsidiaries. For purposes of this definition, "control" of a Person means the power, directly or indirectly, either to (i) vote 10% or more of the securities having ordinary voting power for the election of directors of such Person or (ii) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.


"Agents": the collective reference to the Syndication Agent and the Documentation Agent.


"Aggregate Commitments": the aggregate amount of the commitments hereunder and of the Commitments under (and as defined in) the Three Year Credit Agreement.


"Aggregate Committed Outstandings": the aggregate outstanding principal amount of the Committed Rate Loans and Swing Line Loans hereunder plus the aggregate outstanding principal or face amount of the Committed Rate Loans, Swing Line Loans, Letters of Credit and Local Currency Loans under (and as defined in) the Three Year Credit Agreement.


"Agreement": this Amended and Restated 364-Day Credit Agreement, as amended, supplemented or otherwise modified from time to time.


"Allocable Share": as to any Assenting Bank at any time, a fraction, the numerator of which shall be the Commitment of such Assenting Bank then in effect and the denominator of which shall be the aggregate of the Commitments of all Assenting Banks then in effect.


"Applicable Margin": for each Type of Loan, (i) for the period from and including the Closing Date to and including September 30, 2001, 75.00 basis points and (ii) on any date thereafter, the rate per annum determined based upon the Rating in effect on such date by both S&P and Moody's set forth under the relevant column heading below opposite such Rating:


Rating (S&P/Moody's) Applicable Margin (in basis points) for Eurocurrency Loans Greater than or equal to A-/A3 53.50 Greater than or equal to BBB+/Baa1 65.00 Greater than or equal to BBB/Baa2 75.00 Greater than or equal to BBB-/Baa3 85.00 Less than BBB-/Baa3 105.00


; provided that, in the event that the Ratings of S&P and Moody's do not coincide, the Applicable Margin set forth above opposite the lower of such Ratings will apply, or if there is no Rating in effect, the Applicable Margin will be based on the rating of less than BBB-/Baa3.


"Arranger": JP Morgan, a division of Chase Securities Inc., as sole advisor, lead arranger and bookrunner.


"Assenting Bank": as defined in subsection 5.7(a).


"Assignee": as defined in subsection 12.6(c).


"Assignment and Acceptance": each Assignment and Acceptance, substantially in the form of Exhibit I, executed and delivered pursuant to subsection 12.6(c).


"Available Foreign Currencies": (i) with respect to Committed Rate Loans and Swing Line Loans, euro and any other currency agreed upon by the Company, the Administrative Agent and all of the Banks, and (ii) with respect to Competitive Advance Loans, any currency agreed upon by the Borrower of such Competitive Advance Loan and the Bank that makes such Competitive Advance Loan.


"Banks": as defined in the preamble hereto.


"Board": the Board of Governors of the Federal Reserve System or any successor.


"Borrowers": the collective reference to the Company and the Subsidiary Borrowers.


"Borrowing Date": any Business Day on which the Company or any Subsidiary Borrower requests the Banks to make Loans hereunder.


"Borrowing Percentage": (a) with respect to Committed Rate Loans denominated in Dollars to be made by any Bank at any time, the ratio (expressed as a percentage) of the amount of such Bank's Undrawn Commitment at such time to the aggregate amount of the Undrawn Commitments of all the Banks at such time; provided, that in determining any Bank's Undrawn Commitment for purpose of determining such Bank's Borrowing Percentage of any such Committed Rate Loans whose proceeds will be simultaneously applied to repay Swing Line Loans, such Bank's Commitment Percentage of the amount of such Swing Line Loans will not be considered Committed Exposure of such Bank (such Borrowing Percentage of each Bank at any time to be calculated by the Administrative Agent on the basis of its most recent calculations of the Undrawn Commitments of the Banks) and (b) with respect to Committed Rate Loans denominated in any Available Foreign Currency to be made by any Bank at any time, a percentage equal to such Bank's Foreign Currency Commitment Percentage in the Currency of such Committed Rate Loans.


"Business": as defined in subsection 6.18(b).


"Business Day": (a) when such term is used in respect of any amount denominated or to be denominated in (i) any Available Foreign Currency, a London Banking Day which is also a day other than a Saturday or Sunday on which banks are open for general banking business in (x) the city which is the principal financial center of the country of issuance of such Available Foreign Currency, (y) in the case of euro only, Frankfurt am Main, Germany (or such other principal financial center as the Administrative Agent may from time to time nominate for this purpose) and (z) New York City and (ii) Dollars, a London Banking Day which is also a day other than a Saturday or Sunday on which banks are open for general banking business in New York City and (b) when such term is used for the purpose of determining the date on which the Eurocurrency Rate is determined under this Agreement for any Loan denominated in euro for any Interest Period therefor and for purposes of determining the first and last day of any Interest Period, references in this Agreement to Business Days shall be deemed to be references to Target Operating Days.


"C/D Assessment Rate": for any day as applied to any ABR Loan, the net annual assessment rate (rounded upward to the nearest 1/100th of 1%) determined by Chase to be payable on such day to the Federal Deposit Insurance Corporation or any successor ("FDIC") for FDIC's insuring time deposits made in Dollars at offices of Chase in the United States.


"C/D Reserve Percentage": for any day as applied to any ABR Loan, that percentage (expressed as a decimal) which is in effect on such day, as prescribed by the Board, for determining the maximum reserve requirement for a Depositary Institution (as defined in Regulation D of the Board) in respect of new non-personal time deposits in Dollars having a maturity of 30 days or more.


"Capital Stock": any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, options or rights to purchase any of the foregoing.


"Change in Control": one or more of the following events:


(a) less than a majority of the members of the Company's board of directors shall be persons who either (i) were serving as directors on the Closing Date or (ii) were nominated as directors and approved by the vote of the majority of the directors who are directors referred to in clause (i) above or this clause (ii); or


(b) the stockholders of the Company shall approve any plan or proposal for the liquidation or dissolution of the Company; or


(c) a Person or group of Persons acting in concert (other than the direct or indirect beneficial owners of the Capital Stock of the Company as of the Closing Date) shall, as a result of a tender or exchange offer, open market purchases, privately negotiated purchases or otherwise, have become the direct or indirect beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended from time to time) of securities of the Company representing 40% or more of the combined voting power of the outstanding voting securities for the election of directors or shall have the right to elect a majority of the board of directors of the Company.


"Chase": The Chase Manhattan Bank.


"Closing Date": the date on which the conditions precedent set forth in subsection 7.1 shall be satisfied.


"Code": the Internal Revenue Code of 1986, as amended from time to time.


"Commitment": as to any Bank, the obligation of such Bank to make and/or acquire participating interests in Committed Rate Loans or Swing Line Loans hereunder in an aggregate Dollar Equivalent Amount at any one time outstanding not to exceed the amount set forth opposite such Bank's name on Schedule I under the caption "Dollar Commitment Amount", as such amount may be changed from time to time in accordance with the provisions of this Agreement.


"Commitment Increase Notice": as defined in subsection 2.10(a).


"Commitment Increase Supplement": as defined in subsection 2.10(c).


"Commitment Percentage": as to any Bank at any time, the percentage which such Bank's Commitment then constitutes of the aggregate Commitments (or, at any time after the Commitments shall have expired or terminated, the percentage which the amount of such Bank's Exposure at such time constitutes of the aggregate amount of the Exposure of all the Banks at such time).


"Commitment Period": the period from and including the Closing Date to and including the Termination Date or such earlier date on which the Commitments shall terminate as provided herein.


"Committed Exposure": as to any Bank, the sum of (a) the aggregate Dollar Equivalent Amount of the principal amount of all outstanding Committed Rate Loans made by such Bank plus (b) such Bank's Commitment Percentage of the aggregate Dollar Equivalent Amount of the principal amount of all outstanding Swing Line Loans.


"Committed Rate Loan": as defined in subsection 2.1; a Committed Rate Loan bearing interest based upon the ABR shall be a "Committed Rate ABR Loan", and a Committed Rate Loan bearing interest based upon a Eurocurrency Rate shall be a "Committed Rate Eurocurrency Loan".


"Commonly Controlled Entity": an entity, whether or not incorporated, which is under common control with the Company within the meaning of Section 4001 of ERISA or is part of a group which includes the Company and which is treated as a single employer under Section 414 of the Code.


"Company": as defined in the preamble hereto.


"Company Guarantee": the Guarantee of the Company, substantially in the form of Exhibit F-1, as amended, supplemented or otherwise modified from time to time.


"Competitive Advance Loan": as defined in subsection 3.1.


"Competitive Advance Loan Offer": with respect to any Competitive Advance Loan Request in any Currency, an offer from a Bank in respect of such Competitive Advance Loan Request, containing the information in respect of such Competitive Advance Loan Offer and delivered to the Person, in the manner and by the time specified for a Competitive Advance Loan Offer in respect of such Currency in the Administrative Schedule.


"Competitive Advance Loan Request": with respect to any Competitive Advance Loan in any Currency, a request from the Borrower in respect of such Loan, containing the information in respect of such Competitive Advance Loan and delivered to the Person, in the manner and by the time specified for a Competitive Advance Loan Request in respect of such Currency in the Administrative Schedule.


"Consolidated Cash Interest Expense": for any period, (a) the amount which would, in conformity with GAAP, be set forth opposite the caption "interest expense" or any like caption on a consolidated income statement of the Company and its Subsidiaries minus (b) the amount of non-cash interest (including interest paid by the issuance of additional securities) included in such amount; provided that in the event of the consummation of any Permitted Receivables Securitization, "Consolidated Cash Interest Expense" shall be adjusted to include (without duplication) an amount equal to the interest (or other fees in the nature of interest or discount) accrued and paid or payable in cash for such period by the special purpose entity to the Receivables Financiers under such Permitted Receivables Securitization.


"Consolidated Net Income": for any fiscal period, the consolidated net income (or loss) of the Company and its Subsidiaries after excluding all unusual, extraordinary and non-recurring gains and after adding all unusual, extraordinary and non-recurring losses, in all cases of the Company and its Subsidiaries determined on a consolidated basis during the relevant period in accordance with GAAP.


"Consolidated Net Worth": at a particular date, all amounts which would be included under shareholders' equity on a consolidated balance sheet of the Company and its Subsidiaries determined on a consolidated basis in accordance with GAAP.


"Consolidated Total Capitalization": at a particular date, the sum of (a) Consolidated Net Worth plus (b) Consolidated Total Debt as at such date.


"Consolidated Total Debt": at the date of determination thereof, (i) all Indebtedness of the Company and its Subsidiaries (excluding Indebtedness of the Company owing to any of its Subsidiaries or Indebtedness of any Subsidiary of the Company owing to the Company or any other Subsidiary of the Company ...