FOURTH AMENDMENT
TO SENIOR NOTE PURCHASE AGREEMENT
Arrow Electronics, Inc.
$75,000,000 8.29% Senior Secured Notes Due 2000
THIS FOURTH AMENDMENT (the "Amendment") to those several Senior
Note Purchase Agreements each dated as of December 29, 1992, as amended by the
First Amendment to the Senior Note Purchase Agreements dated as of December 22,
1993, the Second Amendment to Senior Note Purchase Agreements dated as of April
24, 1995 and the Third Amendment to Senior Note Purchase Agreements dated as of
December 23, 1996 (collectively referred to herein as the "Purchase Agreements"
and individually as a "Purchase Agreement"), is made as of October 28, 1998, by
and among ARROW ELECTRONICS, INC., a New York corporation (the "Company"), and
the several Holders of the Senior Notes (hereinafter, together with their
respective successors and assigns, collectively called the "Holders" and
individually a "Holder"). Capitalized terms used herein without definition
shall have the respective meanings ascribed to such terms in the Purchase
Agreements, as hereby amended.
WHEREAS, the Holders and the Company are parties to the Purchase
Agreements, pursuant to which the Purchasers were issued, in the respective
amounts set forth opposite their names on Annex A thereto, $75,000,000 aggregate
principal amount of the Company's 8.29% Senior Secured Notes Due 2000 (the
"Senior Notes"); and
WHEREAS, the Company and the undersigned Holders, constituting
the Required Holders, desire to amend the Purchase Agreements as provided
herein, upon the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the terms and conditions
contained herein and of other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Amendments to the Purchase Agreements. Subject to the
satisfaction of the conditions set forth in Section 2 hereof, for all periods on
and after October 28, 1998, Section 8.12 of the Purchase Agreements is hereby
amended by deleting such Section in its entirety and by substituting therefor
the following:
Section 8.12 Consolidated Total Debt. As of the last day of any
quarterly or annual fiscal period, the Company will not permit Consolidated
Total Debt to exceed 60% of Total Consolidated Capitalization.
2. Conditions Precedent. As provided in Section 1 above, the
amendment set forth in Section 1 shall become and be effective upon the
satisfaction of the following conditions:
(a) All corporate and other proceedings taken or to be taken in
connection with this Amendment and all documents incident hereto shall be
satisfactory in form and substance to the Required Holders, and the Required
Holders shall have received all such counterpart originals or certified or other
copies of such documents as they may reasonably request.
(b) The Company and the Required Holders shall have duly
executed counterparts of this Amendment and delivered the same to the other
parties hereto or their representatives.
3. Effect of Amendment.
(a) It is hereby agreed that, except as specifically provided
herein, this Amendment does not in any way affect or impair the terms,
conditions and other provisions of the Purchase Agreements or the obligations of
the Company thereunder, and all terms, conditions and other provisions of the
Purchase Agreements shall remain in full force and effect except to the extent
specifically amended or modified pursuant to the provisions of this Amendment.
(b) Reference in the Purchase Agreements to "this Agreement"
(and indirect references such as "hereunder", "hereby", "herein" and "hereof")
shall be deemed to be references to the Purchase Agreements as amended hereby.
4. Counterparts. This Amendment may be executed in any number
of counterparts, each of which shall be deemed an original, and all of which
taken together shall be deemed to constitute one and same instrument.
5. Costs and Expenses. As provided in Section 10.02 of the
Purchase Agreements, the Company agrees to pay on demand all fees, costs and
expenses incurred by the Holders in connection with the negotiation,
preparation, execution and delivery of this Amendment and all other documents
executed pursuant to or in connection herewith.
6. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
(WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE).
7. Headings. Section headings are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purposes.
8. Representation and Warranty. Immediately prior to and
immediately subsequent to the effective date of this Amendment, the Company
hereby represents and warrants that there has not been any Default or Event of
Default under the Purchase Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed and delivered by their respective duly authorized officers on the
date first above written.
ARROW ELECTRONICS, INC.
By _________________________
Name:
Title:
CONNECTICUT GENERAL LIFE
INSURANCE CO.
By Cigna Investments, Inc.
By _________________________
Name:
Title:
LIFE INSURANCE COMPANY OF
NORTH AMERICA
By Cigna Investments, Inc.
By _________________________
Name:
Title:
PRINCIPAL MUTUAL LIFE
INSURANCE COMPANY
By _________________________
Name:
Title:
By___________________________
Name:
Title:
TEACHERS INSURANCE AND
ANNUITY ASSOCIATION OF
AMERICA
By _________________________
Name:
Title:
LIFE INSURANCE COMPANY OF
GEORGIA
SOUTHLAND LIFE INSURANCE
COMPANY
LION II CUSTOM INVESTMENTS LLC
By: ING Investment Management LLC,
its Agent
By _________________________
Name:
Title:
THE LINCOLN NATIONAL LIFE
INSURANCE COMPANY
By: Lincoln Investment Management,
Inc., its Attorney-In-Fact
By _________________________
Name:
Title:
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