Exhibit 99.2
EXECUTION COPY
THIRD AMENDMENT TO THE ARROW ELECTRONICS, INC.
AMENDED AND RESTATED THREE YEAR CREDIT AGREEMENT
THIRD AMENDMENT, dated as of February 6, 2003 (the "Amendment") to the
Amended and Restated Three Year Credit Agreement, dated as of February 22, 2001
(as may be amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among ARROW ELECTRONICS, INC., a New York corporation (the
"Company"), the Subsidiary Borrowers (as defined therein), the several banks and
other financial institutions from time to time parties thereto (the "Banks"),
BANK OF AMERICA, N.A., as Syndication Agent (the "Syndication Agent"), FLEET
NATIONAL BANK, as Documentation Agent (the "Documentation Agent"), and JPMORGAN
CHASE BANK, as Administrative Agent (the "Administrative Agent").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, the Company, the Subsidiary Borrowers, the Banks, the Syndication
Agent, the Documentation Agent and the Administrative Agent are parties to the
Credit Agreement; and
WHEREAS, the Company and each of the Subsidiary Borrowers have requested
that the Banks consent to the amendments contained herein in the manner
hereinafter provided, and the Banks are willing to do so;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, terms defined in the
Credit Agreement shall have such meanings when used herein.
2. Reduction of Commitments. The Commitments are hereby reduced ratably
such that the aggregate amount of the Commitments shall be equal to
$450,000,000.
3. Amendment to Subsection 11.1(c). Subsection 11.1(c) of the Credit
Agreement is hereby amended by deleting such subsection in its entirety and
substituting, in lieu thereof, the following:
"(c) Interest Coverage. Permit the ratio of Adjusted Consolidated
EBITDA to Consolidated Cash Interest Expense for any period of four
consecutive fiscal quarters of the Company ending (i) on or prior to
September 30, 2001, to be less than 3.0 to 1.0, (ii) after September 30,
2001 and on or prior to December 31, 2001, to be less than 2.15 to 1.0,
(iii) after December 31, 2001 and on or prior to June 30, 2002, to be less
than 1.75 to 1.0, (iv) after June 30, 2002 and on or prior to September 30,
2002, to be less than 2.0 to 1.0, (v) after September 30, 2002 and on or
prior to March 31, 2003, to be less than 2.10 to 1.0, (vi) after March 31,
2003 and on or prior to June 30, 2003, to be less than 2.20 to 1.0, (vii)
after June 30, 2003 and on or prior to September 30, 2003, to be less than
2.45 to 1.0, (viii) after September 30, 2003 and on or prior to December
31, 2003, to be less than 2.75 to 1.0 and (ix) after December 31, 2003, to
be less than 3.0 to 1.0."
4. Conditions to Effectiveness. This Amendment shall become effective on
the date on which the Administrative Agent shall have received (a) an executed
counterpart of this Amendment signed by the Company, each Subsidiary Borrower
and the Required Banks and consented to by the Subsidiary Guarantors and (b) an
amendment fee, for the account of the Banks that have delivered an executed
counterpart to the Administrative Agent no later than 12:00 noon, New York City
time, on February 10, 2003, in an amount equal to 0.125% of the aggregate amount
of the Commitments (as reduced hereby) of such Banks.
5. Representations and Warranties. Each of the Company and each Subsidiary
Borrower (in so far as the representations and warranties by such Subsidiary
Borrower relate to it) hereby confirms that all of the representations and
warranties made by the Loan Parties contained in the Credit Documents after
giving effect to the Amendments herein are true and correct in all material
respects on and as of the date hereof (other than the representation and
warranty contained in subsection 8.2 of the Credit Agreement and other than
representations that are made as of a specific date) after giving effect to this
Amendment.
6. No Default. The Company hereby confirms that no Default or Event of
Default shall have occurred and be continuing on the date hereof or after giving
effect to this Amendment.
7. Counterparts. This Amendment may be executed by one or more of the
parties hereof on any number of separate counterparts and all such counterparts
shall be deemed to be one and the same instrument.
8. Payment Of Expenses. The Company agrees to pay or reimburse the
Administrative Agent for all of its reasonable out-of-pocket costs and expenses
incurred in connection with this Amendment, any other documents prepared in
connection herewith and the transactions contemplated hereby, including, without
limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent.
9. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
2
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly
executed and delivered by their respective duly authorized officer as of the day
and year first above written.
ARROW ELECTRONICS, INC.
By:____________________________
Name
Title:
GATES/ARROW DISTRIBUTING, INC.
By:____________________________
Name
Title:
MID RANGE OPEN COMPUTING ALLIANCE, INC.
By:____________________________
Name
Title:
ARROW DENMARK ApS (successor by merger of Arrow
Denmark A/S and Microtronica Denmark AS)
By:____________________________
Name
Title:
ARROW FINLAND OY (successor by merger of Arrow
Finland OY and Microtronica OY)
By:____________________________
Name
Title:
4
ARROW COMPONENTS SWEDEN AB
By:____________________________
Name
Title:
ARROW EUROPE GMBH
By:____________________________
Name
Title:
SPOERLE ELECTRONIC GMBH
By:____________________________
Name
Title:
ARROW ELECTRONICS (UK) LTD.
By:____________________________
Name
Title:
ARROW NORWAY A/S (successor by merger of Arrow
Norway A/S and Microtronica Norway A/S)
By:____________________________
Name
Title:
ARROW ELECTRONIQUE S.A.
By:____________________________
Name
Title:
5
ARROW COMPUTER PRODUCTS SNC
By:____________________________
Name
Title:
ARROW NORDIC COMPONENTS AB
By:____________________________
Name
Title:
MICROTRONICA LTD. (f/k/a Microtronica UK)
By:____________________________
Name
Title:
MICROTRONICA SWEDEN AB
By:____________________________
Name
Title:
6
TEKELEC EUROPE S.A.
By:____________________________
Name
Title:
B.V. ARROW
ELECTR
By:____________________________
Name
Title:
ARROW/TEXNY (H.K.) LIMITED
By:____________________________
Name
Title:
ARROW ASIA PAC LTD.
By:____________________________
Name
Title:
7
JPMORGAN CHASE BANK, as Administrative Agent and
as a Bank
By:____________________________
Name
Title:
BANK OF AMERICA, N.A., as Syndication Agent
and as a Bank
By:
-------------------------------------------------
Name:
Title:
FLEET NATIONAL BANK, as Documentation Agent and
as a Bank
By:
-------------------------------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA, as a Bank
By:
-------------------------------------------------
Name:
Title:
BNP PARIBAS, as a Bank
By:
-------------------------------------------------
Name:
Title:
By:
-------------------------------------------------
Name:
Title:
8
DEN DANSKE BANK AKTIESELSKAB, as a Bank
By:
-------------------------------------------------
Name:
Title:
By:
-------------------------------------------------
Name:
Title:
HSBC BANK USA, as a Bank
By:
-------------------------------------------------
Name:
Title:
INTESABCI, NEW YORK BRANCH, as a Bank
By:
-------------------------------------------------
Name:
Title:
By:
-------------------------------------------------
Name:
Title:
BANCA POPOLARE DI MILANO, NEW YORK BRANCH, as a Bank
By:
-------------------------------------------------
Name:
Title:
By:
-------------------------------------------------
Name:
Title:
9
THE BANK OF NEW YORK, as a Bank
By:
-------------------------------------------------
Name:
Title:
BANK OF TOKYO-MITSUBISHI LTD., NEW YORK BRANCH, as a Bank
By:
-------------------------------------------------
Name:
Title:
BAYERISCHE LANDESBANK, CAYMAN ISLANDS BRANCH, as a Bank
By:
-------------------------------------------------
Name:
Title:
By:
-------------------------------------------------
Name:
Title:
CREDIT INDUSTRIEL ET COMMERCIAL, as a Bank
By:
-------------------------------------------------
Name:
Title:
By:
-------------------------------------------------
Name:
Title:
10
CREDIT SUISSE FIRST BOSTON, as a Bank
By:
-------------------------------------------------
Name:
Title:
By:
-------------------------------------------------
Name:
Title:
SUNTRUST BANK, as a Bank
By:
-------------------------------------------------
Name:
Title:
DEUTSCHE BANK AG, NEW YORK BRANCH AND/OR CAYMAN ISLANDS
BRANCH, as a Bank
By:
-------------------------------------------------
Name:
Title:
By:
-------------------------------------------------
Name:
Title:
FIRST UNION NATIONAL BANK, as a Bank
By:
-------------------------------------------------
Name:
Title:
BANCA NAZIONALE DEL LAVORO S.P.A., NEW YORK BRANCH, as a
Bank
By:
-------------------------------------------------
Name:
Title:
By:
-------------------------------------------------
11
Name:
Title:
THE FUJI BANK AND TRUST COMPANY, as a Bank
By:
-------------------------------------------------
Name:
Title:
THE DAI-ICHI KANGYO BANK, LTD., as a Bank
By:
-------------------------------------------------
Name:
Title:
12
UNICREDITO ITALIANO, as a Bank
By:
-------------------------------------------------
Name:
Title:
STATE BANK OF INDIA, as a Bank
By:
------------------------------------------------------
Name:
Title:
13
By its signature each Guarantor hereby acknowledges and consents to the
foregoing amendment and confirms its Company Guarantee or Subsidiary Guarantee,
as the case may be.
ARROW ELECTRONICS, INC.
By: _______________________
Name:
Title:
GATES/ARROW DISTRIBUTING, INC.
By: _______________________
Name:
Title:
MID RANGE OPEN COMPUTING ALLIANCE, INC.
By: _______________________
Name:
Title:
SUPPORT NET, INC.
By: _______________________
Name:
Title: