RECEIVABLES SALE
AGREEMENT
This Amendment
No. 6 to Receivables Sale Agreement (this “
Amendment ”) is entered into as of August 3,
2005, between Avnet, Inc., a New York corporation (“
Originator ”), and Avnet Receivables Corporation, a
Delaware corporation (“ Buyer ”).
Originator and
Buyer entered into that certain Receivables Sale Agreement, dated
as of June 28, 2001, and amended such Receivables Sale Agreement
pursuant to Amendment No. 1 thereto, dated as of
February 6, 2002, and further amended such Receivables Sale
Agreement pursuant to Amendment No. 2 thereto, dated as of
June 26, 2002, and further amended such Receivables Sale
Agreement pursuant to Amendment No. 3 thereto, dated as of
November 25, 2002, and further amended such Receivables Sale
Agreement pursuant to Amendment No. 4 thereto, dated as of
December 12, 2002, and further amended such Receivables Sale
Agreement pursuant to Amendment No. 5 thereto, dated as of
August 15, 2003 (such agreement, as so amended, the “
Sale Agreement ”).
Avnet Receivables
Corporation, as Seller, Avnet, Inc., as Servicer, the Financial
Institutions party thereto, the Companies party thereto and
JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA
(Main Office Chicago)), as agent, are entering into Amendment
No. 7 to Amended and Restated Receivables Purchase Agreement,
dated as of the date hereof (the “ RPA Amendment
”).
Each of the
parties hereto now desires to amend the Sale Agreement, subject to
the terms and conditions hereof, to, among other things, conform
the Sale Agreement with the amendments contemplated by the RPA
Amendment, as more particularly described herein.
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
Sale Agreement.
Section 2.
Amendments . Subject to the terms and conditions set forth
herein, the Sale Agreement is hereby amended as follows:
(a) Section 2.1(o)
of the Sale Agreement is hereby amended by deleting the phrase
“(other than a Permitted Adverse Claim)” from the end
of the first sentence in such section.
(b) Section 4.1(l)
of the Sale Agreement is hereby amended by replacing the phrase
“Upon the request of the Agent or Scotia” in such
section with the phrase “Upon the request of the Agent or any
Financial Institution”.
(c) Section 4.2(d)
of the Sale Agreement is hereby amended by (i) deleting the
following phrase “; provided that, after the
Termination Date, Originator may grant or create a Permitted
Adverse Claim upon any Receivable arising after the Termination
Date, together with any Collections and Related Security with
respect to any such Receivable arising after the Termination
Date” from the end of the first sentence in such section and
(ii) deleting the following phrase “, other than a
Permitted Adverse Claim; provided that such Permitted
Adverse Claim does not create or suffer to exist any Adverse Claim
on or with respect to (i) the proceeds of any inventory which
proceeds constitute Receivables, Related Security or Collections or
(ii) any returned or repossessed inventory or goods the sale,
lease or financing of which gave rise to any Receivable” from
the end of the last sentence in such section.
(d) Section 5.1(f)
of the Sale Agreement is hereby amended and restated in its
entirety to read as follows:
(f) (i) the
“Consolidated Interest Coverage Ratio” (as defined in
the Current Avnet Credit Agreement)
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