Credit Facility

CONFORMED COPY


EXHIBIT 10(g)


DATED 20TH DECEMBER 1994


ARROW ELECTRONICS (UK) LIMITED


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NATIONAL WESTMINSTER BANK Plc


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AMENDMENT AND RESTATEMENT AGREEMENT
RELATING TO A FACILITIES AGREEMENT
DATED 28TH FEBRUARY 1992 AS AMENDED BY
AN AMENDMENT AND RESTATEMENT AGREEMENT DATED 2ND AUGUST 1993


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THIS AGREEMENT is made the 20TH day of December 1994


BETWEEN:


(1) ARROW ELECTRONICS (UK) LIMITED registered in England under number
2395760 and whose registered office is at St Martin's Way, Cambridge
Road, Bedford, MK42 OLF (the "Company"); and


(2) NATIONAL WESTMINSTER BANK Plc of 41 Lothbury, London EC2P 2BP acting
through certain of its branches (the "Bank").


WHEREAS:


(A) Pursuant to a facilities agreement dated 28th February 1992 and made
between (1) the Company and (2) the Bank (as amended by an Amendment
and Restatement Agreement dated 2nd August 1993 made between the same
parties) (the "Facilities Agreement"), the Bank has made a term loan
facility and overdraft and ancillary facilities available to the
Company upon the terms and conditions thereof.


(B) The parties hereto have agreed to enter into this Agreement to amend
and vary certain provisions of the Facilities Agreement, and to
restate the Facilities Agreement as so amended and varied.


NOW IT IS HEREBY AGREED as follows:


1. INTERPRETATION


1.1 Definitions


Words and expressions defined in the form of Facilities Agreement set
out in the Schedule hereto shall have the same meanings when used
herein. In addition, the following expressions shall have the
following meanings (except where the context requires otherwise):


"Act" means the Companies Act 1985;


"Certified Copy" means, in relation to any document, a copy of each
document bearing the endorsement "Certified a true, complete and
accurate copy of the original, which has not been amended, altered,
changed or supplemented otherwise than by each document, a certified
copy of which is attached hereto" signed and dated by a duly
authorised officer of the Company or other body in question; and


"Fees Letter" means the letter in the agreed form of even date
herewith from the Bank to the Company being described on its face as
the Fees Letter.


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1.2 Interpretation


Clauses 1.2 and 1.3 of the Facilities Agreement shall be deemed to be
incorporated, mutatis mutandis, herein.


2. AMENDMENT


It is hereby agreed that as and from the date upon which the Bank
gives notice to the Company that the conditions precedent set out in
Clause 3.1 below are satisfied, the Facilities Agreement shall be
amended so as to be in the form set out in the Schedule hereto and
shall take effect in such form.


3. CONDITIONS PRECEDENT


The amendments referred to in Clause 2 above are subject to the
following conditions being satisfied on or prior to 22nd December
1994:


(a) the Bank shall have received all of the following in form and
substance satisfactory to the Bank:


(i) a letter addressed to the Bank and signed by a
director of the Company confirming that the certified
copies of the Memoranda and Articles of Association
and Certificates of Incorporation of each of the
Charging Group Companies as designated in Schedule 5
to the Facilities Agreement which were delivered to
the Bank as a condition precedent to the Facilities
Agreement, (each of which constitutional documents
were certified to be true copies) are, as at 20th
December 1994, true, complete and accurate copies of
the originals, which have not been amended, varied or
supplemented otherwise than by each document, a
certified copy of which is attached thereto;


(ii) Certified Copies of board resolutions of the Company
approving and authorising the execution, delivery and
performance of this Agreement on the terms and
conditions hereof and thereof and authorising a
person or persons to sign or otherwise attest the due
execution of such documents and any other documents
to be executed or delivered pursuant hereto or
thereto together with a certificate of a duly
authorised officer of such company setting out the
names and signatures of the persons authorised to
sign such documents on behalf of such company;


(iii) a certificate of the Company addressed to the Bank
and signed by a director of the Company stating that
the execution by it of this Agreement and the
performance by it of its obligations


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hereunder are within its corporate powers, have been
duly approved by all necessary corporate action and
will not cause any limit or restriction on any of its
powers (whether imposed by law, decree, rule,
regulation, its Memorandum or Articles of
Association, agreement or otherwise) or on the right
or ability of its directors to exercise such powers,
to be exceeded or breached; and


(iv) confirmation from each Charging Group Company that
its Guarantee shall remain in full force and effect;


(b) no Default has occurred and is continuing;


(c) the representations and warranties made pursuant to Clause 5
below are true and accurate in all material respects as at the
date they are made;


(d) evidence in the form of a subscription letter that EDI has
subscribed for ordinary shares in the Company in an aggregate
amount of at least pound sterling 3,150,000; and


(e) the Company shall have paid to the Bank the amendment fee
referred to in paragraph (i) of the Fees Letter.


4. FEES AND EXPENSES


The Company shall pay to the Bank fees and expenses in accordance with
the terms of the Fees Letter. For the avoidance of doubt, all
liabilities and obligations of the Company under the Fees Letter are
hereby deemed to be included under the Facilities Agreement as amended
by this Agreement.


5. EXISTING DRAWINGS


It is hereby agreed that each outstanding Drawing under the
Acquisition Facilities (as defined in the Facilities Agreement prior
to its amendment pursuant hereto) shall as and from the date on which
the Bank gives notice under Clause 2, be deemed to be outstanding
under the Term Loan Facility.


6. UNDERTAKINGS


6.1 The Company undertakes that it shall, during the period up to and
including 30th June 1995, (at its own cost) promptly, upon the Bank's
request, provide the Bank with such assistance as the Bank may
reasonably require in the process of subparticipation of the Term Loan
Facility.


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6.2 The Company undertakes that it shall make the financial earnout
payment due in April 1995 in relation to MMD and pursuant to the
Techdis Acquisition Agreement from external resources.


6.3 The Company undertakes that within 1 month of the date of this
Agreement it will deliver to the Bank a legal mortgage (in form and
substance satisfactory to the Bank) in relation to the Distribution
Centre, duly executed by the Company in favour of the Bank.


7. REPRESENTATIONS AND WARRANTIES


On the date hereof, the Company shall be deemed to represent and
warrant to the Bank in the terms of Clause 12.1 of the form of
Facilities Agreement set out in the Schedule hereto.


8. LIMITATION


Save as expressly amended by this Agreement, the Facilities Agreement
remains in full force and effect.


9. LAW


This Agreement shall be governed by and construed in accordance with
English law.


IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed the day and year first above written.


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SCHEDULE
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Dated 28th February 1992


ARROW ELECTRONICS (UK) LIMITED


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NATIONAL WESTMINSTER BANK Plc


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FACILITIES AGREEMENT


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WILDE SAPTE
1 Fleet Place
London EC4M 7WS


Tel. 071 246 7000
Fax. 071 246 7777
Ref : HCD/608807
BF0058352.04


TABLE OF CONTENTS


Clause Title
Pages ------ -----
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1 INTERPRETATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2 FACILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 3 PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 4 CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 5. AVAILABILITY AND DRAWINGS UNDER THE FACILITIES . . . . . . . . . . . . . . . . . . . . 10 6. INTEREST AND COMMISSION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 7. REPAYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 8. PREPAYMENT OF THE TERM LOAN FACILITY . . . . . . . . . . . . . . . . . . . . . . . . . 16 9. CHANGE IN CIRCUMSTANCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 10. PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 11. SECURITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 12. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 13. UNDERTAKINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 14. FEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 15. DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 16. SET-OFF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 17. SEVERABILITY, WAIVERS, REMEDIES CUMULATIVE . . . . . . . . . . . . . . . . . . . . . . 34 18. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 19. ASSIGNMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 20. COSTS AND EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 21. CURRENCY INDEMNITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 22. PUBLICITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 23. LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38


SCHEDULE 1 DRAWDOWN NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 SCHEDULE 2 MANDATORY LIQUID ASSET COSTS FORMULA . . . . . . . . . . . . . . . . . . . . . . . . 40 SCHEDULE 3 DEFINITIONS FOR FINANCIAL COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . 42 SCHEDULE 4 SECURITY DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 SCHEDULE 5 THE GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46


THIS AGREEMENT is made the 28th day of February 1992 BETWEEN:-


(1) ARROW ELECTRONICS (UK) LIMITED registered in England under number
2395760 and whose registered office is at St. Martins Way, Cambridge
Road, Bedford MK42 OLF (the "Company"); and


(2) NATIONAL WESTMINSTER BANK Plc of 41 Lothbury, London EC2P 2BP acting
through certain of its branches ("the Bank").


WHEREAS:-


The Bank has agreed, at the request of the Company, to make the Facilities available to the Company upon the terms and conditions set forth below.


NOW IT IS HEREBY AGREED as follows:-


1. INTERPRETATION


1.1 In this Agreement (which expression shall include the Schedules
hereto) the following expressions shall have the following meanings
(except where the context otherwise requires) namely:-


"Accounts" means at any particular time the most recent directors'
report and consolidated audited accounts of the Company and its
Subsidiaries delivered to the Bank pursuant to Clause 13.1;


"Acquisition Agreement" means the agreement (in the agreed form) dated
28th February 1992, for the acquisition, inter alia, of the entire
issued share capital of Jermyn and made between, inter alia, (1) Lex
Service PLC (Reg. No. 229121) and (2) the Company together with any
documents and agreements ancillary thereto, whether or not referred to
therein;


"Acquisition Documents" means the Acquisition Agreement and the
Disclosure Letter;


"Arrow" means Arrow Electronics, Inc., a corporation incorporated in
the State of New York, U.S.A.;


"Arrow Inc Indebtedness" means the aggregate obligations and
liabilities (whether present, future, actual and/or contingent) of
Arrow and its subsidiaries (incorporated in the USA) for the payment
or repayment of money incurred in respect of:


(i) monies borrowed or raised;


(ii) any bond, note, loan stock, debenture or similar instrument;


(iii) acceptance credit, bill discounting, note purchase, factoring
facilities or documentary credit facilities; and


(iv) counter-indemnities, guarantees or other assurances against
financial loss in respect of the liability or obligation of
any person falling, within any of (i) to (iii) above;


PROVIDED ALWAYS THAT there shall be no double-counting;


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"Associated Company" has the meaning ascribed thereto by Section 416
of the Income and Corporation Taxes Act 1988 and such expression shall
include "Associated Undertaking" as defined in Section 20 of Schedule
4A to the Companies Act 1985;


"Auditors" means Messrs. Ernst & Young or such other firm of
accountants of similar standing whose appointment as auditors of the
Company shall have been previously approved by the Bank, acting
reasonably;


"Axiom" means Axiom Electronics Limited, a company incorporated in
England and Wales and registered under number 952393;


"Bank Guarantee" means any guarantee, bond, indemnity, letter of
credit, documentary or other credit, or any other instrument of
suretyship or payment issued, undertaken, made or to be made, as the
case may be, by the Bank under the Working Capital Facility;


"Base Rate" means the Bank's published base rate from time to time;


"Business Day" means any day, except Saturdays and Sundays, on which
banks generally are open for business in the City of London of the
type contemplated by this Agreement;


"Capital Expenditure" has the meaning set out in Schedule 3;


"Cash Flow" has the meaning set out in Schedule 3;


"Charging Group" means those Group Companies which are so designated
in Schedule 5 and such additional subsidiaries as the Bank may agree
in writing from time to time can be designated as part of the Charging
Group;


"Charging Group Company" means each company in the Charging Group;


"Commitment Period" means the period from and including the date
hereof to but excluding the Final Repayment Date;


"Completion" means the initial completion of the purchase by the
Company of Jermyn in accordance with the terms of the Acquisition
Agreement;


"Corporation Tax" means corporation tax chargeable in the context of a
scheme of Taxation applied to United Kingdom resident companies
generally at the rate applicable to such companies (disregarding the
provisions of Section 13 of the Income and Corporation Taxes Act 1988
concerning the small companies' rate) or Tax of a similar nature
enacted in addition to or in substitution for corporation tax;


"Debenture" means the debenture, in the Bank's standard form (as
varied from time to time) granted by each Charging Group Company to
the Bank;


"Default" means any of the events specified in Clause 15;


"Deferred Consideration" has the meaning set out in Schedule 3;


"Depreciation" has the meaning set out in Schedule 3;


"Disclosure Letter" means the disclosure letter from the Vendor to,
inter alios, the Company dated 28th February 1992 relating to the
Acquisition Agreement;


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"Distribution Centre Mortgage" means the mortgage in the Bank's
standard form granted, or to be granted, by the Company in favour of
the Bank;


"Distribution Centre Property" means the freehold land and buildings
known as Distribution Centre, Cross Park, Cambridge Road, Bedford and
divided into two sites, Site 1 being registered at H.M. Land Registry
under title number BD 185026 and Site 4 (registration at H.M. Land
Registry pending);


"Drawdown Date" means the date being a Business Day, on which a
Drawing is to be made pursuant to a Drawdown Notice;


"Drawdown Notice" means a notice of drawing substantially in the form
of the notice set out in Schedule 1;


"Drawing" means any and each drawing made under the Term Loan Facility
and thereafter the principal amount of each such Drawing from time to
time outstanding;


"EBIT" has the meaning set out in Schedule 3;


"EDI" means Arrow Electronics Distribution Group Europe BV, a
corporation incorporated in the Netherlands;


"Electronics" means RR Electronics Limited, a company incorporated in
England and Wales and registered under number 282397;


"Eligible Receivables" means any of any debts, monies and liabilities
due and payable to the Company which fulfil the following criteria:-


(i) is a trade debt required to be paid in full within 60 days of
the date upon which the invoice relating thereto is originally
dispatched;


(ii) is not owed by an Associated Company of the Company or any
Subsidiary thereof or by any Group Company or any Subsidiary
thereof save for arms length transactions on normal commercial
terms for the business in question between any Group Company,
Associated Company of the Company or any Subsidiary of any
such company;


(iii) is free and clear of liens and set-offs created by the Company
and discounts (other than discounts in the ordinary course of
trade);


(iv) which is evidenced by invoices;


(v) is not, so far as the Company is then aware, subject to any
dispute, counterclaim or defence;


(vi) is unconditional and not dependent on any performance by the
Company; and


(vii) neither the debtor nor the receivable due from such debtor is
the subject of bona fide legal proceedings with any Group
Company which are not vexatious or frivolous;


"Encumbrance" means any mortgage, charge, assignment by way of
security, pledge, lien, hypothecation or other security interest of
any kind whatsoever;


"Existing, Subordination Deed" means the deed of subordination dated
31st July 1989 executed by, inter alios, the Company, Arrow UK Inc.
and the Bank;


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"Facilities" means the Term Loan Facility and the Working Capital
Facility;


"Facility Documents" means this Agreement and the Security Documents;


"FFE Contracts" means any and all forward foreign exchange contracts
(in the Bank's standard form) entered into, or to be entered into, as
the case may be, by the Company with the Bank under the Working
Capital Facility;


"FFE Facility" means the forward foreign exchange facility referred to
in Clause 5.2.5 under which FFE Contracts may from time to time be
entered into by the Company;


"FFE Nominal Amount" means at any time and in relation to the Company,
the nominal Sterling value (as certified by the Bank) of all FFE
Contracts then outstanding in respect of the Company;


"Final Repayment Date" means in relation to all Drawings, 31st
December 1999;


"Finance Leases" has the meaning set out in Schedule 3;


"Financial Information" means the report addressed to the Bank dated
10th January 1992 together with a supplementary report dated 27th
February 1992 in the agreed form on the Group prepared by Messrs.
Ernst & Young;


"Financial Year" in relation to a company has the meaning ascribed to
such expression by Section 223 of the Companies Act 1985;


"First New Security Documents" means the Techdis Debenture, the
Techdis Guarantee, the MMD Debenture and the MMD Guarantee;


"GAAP" means accounting principles generally accepted in the United
Kingdom consistently applied and consistent with the Reference
Accounts;


"Group" means the Company and Techdis and their respective
Subsidiaries together with all the Subsidiaries of the Company from
time to time during the Security Period;


"Group Company" means each company in the Group;


"Group Dormant Company" means each and any Group Company which is or
becomes, at any time, and remains a dormant company within the meaning
of such expression in accordance with Section 250 of the Companies Act
1985 and to which the Bank agrees in writing to be designated as such
(such agreement not to be unreasonably withheld or delayed);


"Guarantee" means the guarantee in the Bank's standard form (as varied
from time to time) granted by each Charging Group Company to the Bank;


"Indebtedness" has the meaning set out in Schedule 3;


"Instalment" has the meaning set out in Clause 7.1.1;


"Instalment Repayment Date" has the meaning set out in Clause 7.1.1;


"Interest Date" means the last day of each Interest Period;


"Interest Period" means in relation to any Drawing a period of 1, 3 or
6 months or such other period as the Bank may agree and:-


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(a) the first Interest Period shall commence on the relevant
Drawdown Date;


(b) each subsequent Interest Period shall commence on the day
following the last day of the immediately preceding Interest
Period;


(c) an Interest Period which would otherwise end on a day which is
not a Business Day shall be extended to the next Business Day
unless that next Business Day falls in the next calendar month
when the Interest Period shall end on the immediately
preceding Business Day;


(d) if any Interest Period commences on the last Business Day in a
month or if there is no corresponding day in the month in
which it is to end then it shall end on the last Business Day
in such month;


(e) if an Interest Period is extended or shortened by the
application of the foregoing, the following Interest Period
...