AGREEMENTNO. 7 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

Exhibit 10.2

AMENDMENT NO. 7 TO AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT

          This Amendment No. 7 to Amended and Restated Receivables Purchase Agreement (this “ Amendment ”) is entered into as of August 3, 2005, among Avnet Receivables Corporation, a Delaware corporation (“ Seller ”), Avnet, Inc., a New York corporation (“ Avnet ”), as initial Servicer (the Servicer together with Seller, the “ Seller Parties ” and each a “ Seller Party ”), each Financial Institution signatory hereto (the “ Financial Institutions ”), each Company signatory hereto (the “ Companies ”) and JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA (Main Office Chicago)), as agent for the Purchasers (the “ Agent ”).

RECITALS

          Each of the parties hereto (other than Amsterdam Funding Corporation and Starbird Funding Corporation, each as a Company (the “ New Companies ”), and ABN AMRO Bank N.V. and BNP Paribas, acting through its New York Branch, each as a Financial Institution (the “ New Financial Institutions ”)) entered into that certain Amended and Restated Receivables Purchase Agreement, dated as of February 6, 2002, and amended such Amended and Restated Receivables Purchase Agreement pursuant to Amendment No. 1 thereto, dated as of June 26, 2002, and further amended such Amended and Restated Receivables Purchase Agreement pursuant to Amendment No. 2 thereto, dated as of November 25, 2002, and further amended such Amended and Restated Receivables Purchase Agreement pursuant to Amendment No. 3 thereto, dated as of December 9, 2002, and further amended such Amended and Restated Receivables Purchase Agreement pursuant to Amendment No. 4 thereto, dated as of December 12, 2002, and further amended such Amended and Restated Receivables Purchase Agreement pursuant to Amendment No. 5 thereto, dated as of June 23, 2003, and further amended such Amended and Restated Receivables Purchase Agreement pursuant to Amendment No. 6 thereto, dated as of August 15, 2003 (such Amended and Restated Receivables Purchase Agreement, as so amended, the “ Purchase Agreement ”).

          Each New Company desires to become a Company party to the Purchase Agreement, and each New Financial Institution desires to become a Financial Institution party to the Purchase Agreement.

          Each of the Purchasers party to the Purchase Agreement immediately prior to the date hereof, the New Companies and the New Financial Institutions each desire to effect such assignments and transfers as are necessary for each New Company to become a Company party to the Purchase Agreement and for each New Financial Institution to become a Financial Institution party to the Purchase Agreement.

          Each Seller Party has requested that the Agent and the Purchasers amend certain provisions of the Purchase Agreement, all as more fully described herein.

          Subject to the terms and conditions hereof, each of the parties hereto now desires to amend the Purchase Agreement as particularly described herein.

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. Assignments . In furtherance of, and without limiting any other provision of, this Amendment, the Purchase Agreement, as amended hereby, and the transactions contemplated hereby and thereby, and notwithstanding any requirement of Section 12.1 of the Purchase Agreement to the contrary, the parties hereto hereby agree that from and after the date hereof the New Companies and the New Financial Institutions shall be parties to the Purchase Agreement as follows:

               (a)  New Companies . From and after the date hereof, each New Company shall be a Company party to the Purchase Agreement, as amended hereby, for all purposes of the Purchase Agreement, as amended hereby, as if such New Company were an original party thereto, and each New Company agrees to be bound by all of the applicable terms and provisions contained therein. Each New Company hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Transaction Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto. Furthermore, each New Company confirms that (i) it has received a copy of

the Purchase Agreement and copies of such other Transaction Documents, and other documents and information as it has requested and deemed appropriate to make its own credit analysis and decision to enter into this Amendment and the Purchase Agreement as amended hereby and (ii) it will, independently and without reliance upon the Agent, any Company, any Seller Party or any Financial Institution or Purchaser and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Purchase Agreement, as amended hereby, and the other Transaction Documents.

               (b)  New Financial Institutions . From and after the date hereof, each New Financial Institution shall be a Financial Institution party to the Purchase Agreement, as amended hereby, for all purposes of the Purchase Agreement, as amended hereby, as if such New Financial Institution were an original party thereto, and each New Financial Institution agrees to be bound by all of the applicable terms and provisions contained therein. Each New Financial Institution hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Transaction Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto. Furthermore, each New Financial Institution confirms that (i) it has received a copy of the Purchase Agreement and copies of such other Transaction Documents, and other documents and information as it has requested and deemed appropriate to make its own credit analysis and decision to enter into this Amendment and the Purchase Agreement as amended hereby and (ii) it will, independently and without reliance upon the Agent, any Company, any Seller Party or any Financial Institution or Purchaser and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Purchase Agreement, as amended hereby, and the other Transaction Documents.

               (c)  Allocations among Companies and Financial Institutions . As of the date hereof, the Capital of each Company (including each New Company) shall automatically be reallocated among the Companies (including the New Companies) so that each Company (including each New Company) has its Pro Rata Share of the Aggregate Capital after giving effect to this Amendment and any Incremental Purchase or Reinvestment made on the date hereof. As of the date hereof, the Commitment of each Financial Institution (including each New Financial Institution) shall automatically be reallocated among the Financial Institutions (including the New Financial Institutions) so that the respective Commitments of each Financial Institution (including each New Financial Institution) are equal to the applicable amount set forth on Annex B hereto. Each party hereto agrees to effect such transfers and related

transactions reasonably required to reflect the reallocations contemplated by this paragraph.

               (d)  Notice Addresses . For the purposes of Section 13.2 of the Purchase Agreement, each New Company’s and each New Financial Institution’s address and facsimile number for notices are as follows:

For Amsterdam Funding Corporation:

          Section 3. Representations and Warranties of New Financial Institutions . Each of the New Financial Institutions hereby represents and warrants to the Agent and the Company in such New Financial Institution’s Purchaser Group that:

               (a)  Existence and Power . Such New Financial Institution is a corporation or banking association or public company with limited liability duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has all organizational power to perform its obligations hereunder and under the Purchase Agreement, as amended hereby.

               (b)  No Conflict . The execution and delivery by such New Financial Institution of this Amendment and the performance of its obligations hereunder and under the Purchase Agreement, as amended hereby, are within its organizational powers, have been duly authorized by all necessary organizational action, do not contravene or violate (i) its certificate or articles of incorporation or association or by-laws or other organizational documents, (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to which it is a party or by which any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do not result in the creation or imposition of any Adverse Claim on its assets. This Amendment has been duly authorized, executed and delivered by such New Financial Institution.

               (c)  Governmental Authorization . No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by such New Financial Institution of this Amendment and the performance of its obligations hereunder and under the Purchase Agreement, as amended hereby, except that has already been received.

               (d)  Binding Effect . Each of this Amendment and the Purchase Agreement, as amended hereby, constitutes the legal, valid and binding obligation of such New Financial Institution enforceable against such New Financial Institution in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law).

          Section 4. Amendments . Subject to the terms and conditions set forth herein, the Purchase Agreement is hereby amended as follows:

               (a) Section 1.2 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

   Section 1.2 Increases . Seller shall provide the Agent, by 3:00 p.m. (Chicago time) at least two Business Days prior to the date of each Incremental Purchase, with prior written notice in a form set forth as Exhibit II hereto of such Incremental Purchase (a “ Purchase Notice ”). Each Purchase Notice shall be subject to Section 6.2 hereof (and, in the case of the initial Purchase Notice, Section 6.1 ) and, except as set forth below, shall be irrevocable and shall specify the requested Purchase Price (which shall not be less than $10,000,000) and date of purchase and, in the case of an Incremental Purchase to be funded by any of the Financial Institutions, the requested Discount Rate and Tranche Period. Following receipt of a Purchase Notice, the Agent will promptly notify each Company of such Purchase Notice after the Agent’s receipt thereof and the Agent will identify the Companies that agree to make the purchase. If any Company declines to make a proposed purchase, Seller may cancel the Purchase Notice as to all Purchasers or, in the absence of such a cancellation, the Incremental Purchase of the Purchaser Interests, which such Company has declined to purchase, will be made by such declining Company’s Related Financial Institutions in accordance with the rest of this Section 1.2 . If the proposed Incremental Purchase or any portion thereof is to be made by any of the Financial Institutions, the Agent shall send notice of the proposed Incremental Purchase to the applicable Financial Institutions concurrently by telecopier, telex or cable specifying (i) the date of such Incremental Purchase, which date must be at least one Business Day after such notice is received by the applicable Financial Institutions, (ii) each Financial Institution’s Pro Rata Share of the aggregate Purchase

Price of the Purchaser Interests the Financial Institutions in such Financial Institution’s Purchaser Group are then purchasing and (iii) the requested Discount Rate and the requested Tranche Period. On the date of each Incremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VI and the conditions set forth in this Section 1.2 , the Companies and/or the Financial Institutions, as applicable, shall deposit to the Facility Account, in immediately available funds, no later than 12:00 noon (Chicago time), an amount equal to (i) in the case of a Company that has agreed to make such Incremental Purchase, such Company’s Pro Rata Share of the aggregate Purchase Price of the Purchaser Interests of such Incremental Purchase or (ii) in the case of a Financial Institution, such Financial Institution’s Pro Rata Share of the aggregate Purchase Price of the Purchaser Interests the Financial Institutions in such Financial Institution’s Purchaser Group are then purchasing. Each Financial Institution’s Commitment hereunder shall be limited to purchasing Purchaser Interests that the Company in such Financial Institution’s Purchaser Group has declined to purchase. Each Financial Institution’s obligation shall be several, such that the failure of any Financial Institution to make available to Seller any funds in connection with any purchase shall not relieve any other Financial Institution of its obligation, if any, hereunder to make funds available on the date of such purchase, but no Financial Institution shall be responsible for the failure of any other Financial Institution to make funds available in connection with any purchase.

               (b) Section 1.3 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

     Section 1.3 Decreases . Seller shall provide the Agent with prior written notice in conformity with the Required Notice Period (a “ Reduction Notice ”) of any proposed reduction of Aggregate Capital from Collections and the Agent will promptly notify each Purchaser of such Reduction Notice after the Agent’s receipt thereof. Such Reduction Notice shall designate (i) the date (the “ Proposed Reduction Date ”) upon which any such reduction of Aggregate Capital shall occur (which date shall give effect to the applicable Required Notice Period), and (ii) the amount of Aggregate Capital to be reduced which shall be applied ratably to the Purchaser Interests of the Companies and the Financial Institutions in accordance with the amount of Capital (if any) owing to the Companies (ratably, based on their respective Pro Rata Shares), on

the one hand, and the amount of Capital (if any) owing to the Financial Institutions (ratably to each Financial Institution, based on the ratio of such Financial Institution’s Capital at such time to the aggregate Capital of all of the Financial Institutions at such time), on the other hand (the “ Aggregate Reduction ”). Only one (1) Reduction Notice shall be outstanding at any time. Concurrently with any reduction of Aggregate Capital pursuant to this Section, Seller shall pay to the applicable Purchaser all Broken Funding Costs arising as a result of such reduction. No Aggregate Reduction will be made following the occurrence of the Amortization Date without the consent of the Agent.

               (c) Section 1.4 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

     Section 1.4 Payment Requirements . All amounts to be paid or deposited by any Seller Party pursuant to any provision of this Agreement shall be paid or deposited in accordance with the terms hereof no later than 11:00 a.m. (Chicago time) on the day when due in immediately available funds, and if not received before 11:00 a.m. (Chicago time) shall be deemed to be received on the next succeeding Business Day. If such amounts are payable to a Purchaser, they shall be paid to the Agent, for the account of such Purchaser, at 1 Bank One Plaza, Chicago, Illinois 60670 until otherwise notified by the Agent, and the Agent agrees to remit any such amounts received to the applicable Purchaser. If such amounts are payable to the Agent, they shall be paid to the Agent at 1 Bank One Plaza, Chicago, Illinois 60670 until otherwise notified by the Agent. Upon notice to Seller, the Agent (on behalf of itself and/or any Purchaser) may debit the Facility Account for all amounts due and payable hereunder. All computations of Yield, per annum fees or discount calculated as part of any CP Costs, per annum fees hereunder and per annum fees under the Fee Letters shall be made on the basis of a year of 360 days for the actual number of days elapsed. If any amount hereunder or under any other Transaction Document shall be payable on a day which is not a Business Day, such amount shall be payable on the next succeeding Business Day.

               (d) Section 2.6 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

     Section 2.6 Maximum Purchaser Interests . In accordance with this Section 2.6 , Seller shall ensure that the Purchaser Interests of the Purchasers shall at no time exceed in the aggregate 97% or, if the Purchaser Interest Condition is existing at such time, 100%. If as of the date of any Weekly Report or Monthly Report the aggregate of the Purchaser Interests of the Purchasers exceeds 97% or, if the Purchaser Interest Condition is existing at such time, 100%, Seller shall pay to the Purchasers (ratably based on the ratio of each Purchaser’s Capital at such time to the Aggregate Capital at such time) within one (1) Business Day an amount to be applied to reduce the Aggregate Capital, such that after giving effect to such payment the aggregate of the Purchaser Interests equals or is less than 97% or, if the Purchaser Interest Condition is existing at such time, 100%. If at any time (other than as of the date of any Weekly Report or Monthly Report) the aggregate of the Purchaser Interests of the Purchasers exceeds 97% or, if the Purchaser Interest Condition is existing at such time, 100%, Seller shall pay to the Purchasers (ratably based on the ratio of each Purchaser’s Capital at such time to the Aggregate Capital at such time) within five (5) Business Days an amount to be applied to reduce the Aggregate Capital, such that after giving effect to such payment the aggregate of the Purchaser Interests equals or is less than 97% or, if the Purchaser Interest Condition is existing at such time, 100%.

               (e) Section 2.7 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

     Section 2.7 Repurchase Option . In addition to Seller’s rights pursuant to Section 1.3 , Seller (so long as Seller is an Affiliate of the Servicer) shall have the right (after providing written notice to the Agent (and upon receipt thereof the Agent will forward such notice to each Purchaser) in accordance with the Required Notice Period), at any time, to repurchase from the Purchasers all, but not less than all, of the then outstanding Purchaser Interests. The purchase price in respect thereof shall be an amount equal to the Aggregate Unpaids through the date of such repurchase, payable in immediately available funds. Such repurchase shall be without representation, warranty or recourse of any kind by, on the part of, or against any Purchaser or the Agent.

               (f) Section 5.1(o) of the Purchase Agreement is hereby amended by deleting the phrase “(other than a Permitted Adverse Claim)” from the end of the first sentence in such section.

               (g) Section 5.1(v) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

          (v) Aggregate Capital . Seller has determined that, immediately after giving effect to each purchase hereunder, the Aggregate Capital is no greater than 97% or, if the Purchaser Interest Condition is existing immediately before and after giving effect to such purchase, 100% of the amount equal to (i) the Net Receivables Balance, minus (ii) the Aggregate Reserves.

               (h) Section 6.2 of the Purchase Agreement is hereby amended by (i) deleting the phrase “and Scotia” from clause (a)(i) and clause (a)(ii) of such section and (ii) replacing the phrase “and the aggregate Purchaser Interests do not exceed 97%” in clause (d)(iii) of such section with the phrase “and, in the case of an Incremental Purchase, the aggregate Purchaser Interests do not exceed 97% or, if the Purchaser Interest Condition is existing on such date, 100%”.

               (i) Section 7.1(a) of the Purchase Agreement is hereby amended by replacing the phrase “to be furnished to the Agent and Scotia” in such section with the phrase “to be furnished to the Agent (and upon receipt thereof the Agent will forward the same to each Company or its designee)”.

               (j) Section 7.1(b) of the Purchase Agreement is hereby amended by replacing the phrase “will notify the Agent and Scotia” in such section with the phrase “will notify the Agent (and upon receipt thereof the Agent will forward such notice to each Company or its designee)”.

               (k) Section 7.1(d) of the Purchase Agreement is hereby amended by replacing the phrase “will furnish to the Agent and Scotia” in such section

with the phrase “will furnish to the Agent (and upon receipt thereof the Agent will forward the same to each Company or its designee)”.

               (l) Section 7.1(n) of the Purchase 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”.

               (m) Section 7.1(p) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows: “(p) {Intentionally Omitted} .”

               (n) Section 7.2(e) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

          (e) Aggregate Capital . Other than in compliance with Section 2.6 , at no time prior to the Amortization Date shall Seller permit the Aggregate Capital to be greater than 97% or, if the Purchaser Interest Condition is existing at such time, 100% of the amount equal to (i) the Net Receivables Balance, minus (ii) the Aggregate Reserves.

               (o) Section 8.2(b) of the Purchase Agreement is hereby amended by amending and restating the last sentence in such section in its entirety to read as follows: “The Agent shall notify each Financial Institution of such new depositary account.”

               (p) Section 8.5 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

     Section 8.5 Reports . The Servicer shall prepare and forward to the Agent (and upon receipt thereof the Agent will forward the same to each Company or its designee) (i) by 1:00 p.m. (Chicago time) on the third Business Day following the last day of each fiscal month of the Servicer and at such times as the Agent or the Required Purchasers shall request, a Monthly Report (which shall include a work sheet

calculating the Net Receivables Balance and the amount of Eligible Receivables), (ii) by 1:00 p.m. (Chicago time) on the third Business Day of each calendar week (other than a calendar week in which a Monthly Report is required to be delivered pursuant to clause (i) of this sentence) following any calender week during which at any time the Weekly Reporting Condition existed, a Weekly Report with respect to such preceding calendar week and (iii) at such times as the Agent or the Required Purchasers shall request, a listing by Obligor of all Receivables together with an aging of such Receivables.

               (q) Sections 9.1(b) and 9.1(c) of the Purchase Agreement are hereby amended and restated in their entirety to read as follows:

     (b) (i) Any repre