EXECUTION COPY
Exhibit 10 (n)
(x)
AMENDMENT
NO. 9 TO TRANSFER AND ADMINISTRATION AGREEMENT
AMENDMENT NO. 9 TO
TRANSFER AND ADMINISTRATION AGREEMENT, dated as of August 13, 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, Amendment No. 7 to Transfer and
Administration Agreement dated as of February 19, 2003, and
Amendment No. 8 to Transfer and Administration Agreement dated as
of April 14, 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
W I T N E S
S E T H :
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:
SECTION 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.
Section 1.1.
Section 1.1 of the TAA is amended by amending and restating the
definition "Consolidated Cash Interest Expense" in its entirety and
substituting, in lieu thereof, the following:
" Consolidated Cash Interest
Expense ": means for any period, (a) the amount which would, in
conformity with GAAP, be set forth opposite the caption "interest
expense" or any like caption on a consolidated income statement of
Arrow and its CA Subsidiaries minus (b) the amount of non-cash
interest (including interest paid by the issuance of additional
securities) included in such amount; provided that in the
event of the consummation of any CA Permitted Receivables
Securitization (including the transactions contemplated hereunder),
"Consolidated Cash Interest Expense" shall be adjusted to include
(without duplication) an amount equal to the interest (or other
fees in the nature of interest or discount) accrued and paid or
payable in cash for such period by the special purpose entity to
the CA Receivable Financiers under such CA Permitted Receivables
Securitization; provided further that, in computing
"Consolidated Cash Interest Expense" for the periods ending
September 30, 2003 and December 31, 2003 such computation shall
exclude Arrow's net interest expense related to the 6.875% Senior
Notes due 2013 issued by Arrow pursuant to the Indenture dated
January 15, 1997 between Arrow and The Bank of New York in an
amount not to exceed (i) in the case of the period of four fiscal
quarters ending September 30, 2003, $5,000,000 and (ii) in the case
of the period of four fiscal quarters ending December 31, 2003,
$10,000,000.
SECTION
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:
Section
2.1 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
