Exhibit 10 (n) (ix)
AMENDMENT NO. 8 TO TRANSFER AND
ADMINISTRATION AGREEMENT
AMENDMENT NO. 8 TO TRANSFER AND
ADMINISTRATION AGREEMENT, dated as of April 14, 2003 (this "
Amendment "), to that certain Transfer and Administration
Agreement dated as of March 21, 2001, as amended by Amendment No. 1
to Transfer and Administration Agreement dated as of November 30,
2001, Amendment No. 2 to Transfer and Administration Agreement
dated as of December 14, 2001, Amendment No. 3 to Transfer and
Administration Agreement dated as of March 20, 2002, Amendment No.
4 to Transfer and Administration Agreement dated as of March 29,
2002, Amendment No. 5 to Transfer and Administration Agreement
dated as of May 22, 2002, Amendment No. 6 and Limited Waiver to
Transfer and Administration Agreement dated as of September 27,
2002, and Amendment No. 7 to Transfer and Administration Agreement
dated as of February 19, 2003 (as so amended and in effect, the "
TAA "), by and among Arrow Electronics Funding Corporation,
a Delaware corporation (the " SPV "), Arrow Electronics,
Inc., a New York corporation, individually (" Arrow ") and
as the initial Master Servicer, the several commercial paper
conduits identified on Schedule A to the TAA and their respective
permitted successors and assigns (the " Conduit Investors ";
each individually, a " Conduit Investor "), the agent bank
set forth opposite the name of each Conduit Investor on such
Schedule A and its permitted successors and assigns (each a "
Funding Agent ") with respect to such Conduit Investor, and
Bank of America, National Association, a national banking
association, as the administrative agent for the Investors (the "
Administrative Agent "), and the financial institutions from
time to time parties thereto as Alternate Investors. Capitalized
terms used and not otherwise defined herein have the meanings
assigned to such terms in the TAA.
PRELIMINARY
STATEMENTS:
WHEREAS, the SPV, Arrow, the Conduit
Investors, the Funding Agents, the Alternate Investors and the
Administrative Agent have entered into the TAA;
WHEREAS, the SPV and Arrow have
requested that the Conduit Investors, the Funding Agents, the
Alternate Investors and the Administrative Agent agree to make
certain changes and amendments to the TAA;
WHEREAS, subject to the terms and
conditions set forth herein, the Conduit Investors, the Alternate
Investors, the Funding Agents and the Administrative Agent are
willing to make such changes and amendments to the TAA;
and
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:
1.
Amendments to the
TAA . Effective as of the
date hereof and subject to the satisfaction of the conditions
precedent set forth in Section 3 hereof, the TAA is hereby amended
as follows:
1.
Section 1.1 is amended by
amending and restating the definition of "Multi-year Credit
Agreement," such definition to read in its entirety as
follows:
" Multi-year Credit Agreement
" means the $625,000,000 Amended and Restated Three Year Credit
Agreement, dated February 22, 2001, among Arrow, the subsidiary
borrowers parties thereto, the several banks and other financial
institutions from time to time parties thereto, Bank of America,
N.A., as Syndication Agent, Fleet National Bank, as Documentation
Agent, and The Chase Manhattan Bank, as Administrative Agent, as
the same may from time to time be amended, supplemented or
otherwise modified, or, in the event that such Amended and Restated
Three Year Credit Agreement has expired, has terminated or is
otherwise no longer in effect, the "Multi-year Credit Agreement"
shall mean the then current replacement credit or loan facility
among Arrow and the lender(s) party thereto; provided, however,
that if no such credit or loan facility is then in effect, the
Multi-year Credit Agreement shall mean the most recent credit or
loan facility as in effect immediately prior to its expiration, or
other termination."
2.
Representations and
Warranties . To induce
the Conduit Investors, Alternate Investors, the Funding Agents and
the Administrative Agent to enter into this Amendment, the SPV and
Arrow each makes the following representations and warranties
(which representations and warranties shall survive the execution
and delivery of this Amendment) as of the date hereof, after giving
effect to the amendments set forth herein:
2.
Authority
. The SPV and Arrow each has the
requisite corporate power, authority and legal right to execute and
deliver this Amendment and to perform its obligations hereunder and
under the Transaction Documents, including the TAA (as modified
hereby). The execution, delivery and performance by the SPV and
Arrow of this Amendment and their performance of the Transaction
Documents, including the TAA (as modified hereby), have been
d
