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Arrow Electronics Inc – ‘10-Q’ for 9/27/14 – ‘EX-10.A’

On:  Wednesday, 10/29/14, at 8:05am ET   ·   For:  9/27/14   ·   Accession #:  1619580-14-3   ·   File #:  1-04482

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/29/14  Arrow Electronics Inc             10-Q        9/27/14   68:10M                                    Vultaggio Robert/FA

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    579K 
 2: EX-10.A     Material Contract                                   HTML     36K 
 3: EX-10.B     Material Contract                                   HTML     73K 
 4: EX-31.I     Certification -- §302 - SOA'02                      HTML     28K 
 5: EX-31.II    Certification -- §302 - SOA'02                      HTML     28K 
 6: EX-32.I     Certification -- §906 - SOA'02                      HTML     24K 
 7: EX-32.II    Certification -- §906 - SOA'02                      HTML     24K 
45: R1          Document and Entity Information Document            HTML     45K 
35: R2          Consolidated Statements of Operations               HTML     92K 
43: R3          Consolidated Statements of Comprehensive Income     HTML     49K 
47: R4          Consolidated Balance Sheets                         HTML    121K 
63: R5          Consolidated Balance Sheets Parenthetical           HTML     28K 
37: R6          Consolidated Statements of Cash Flows               HTML    112K 
42: R7          Basis of Presentation                               HTML     30K 
32: R8          Impact of Recently Issued Accounting Standards      HTML     31K 
24: R9          Acquisitions                                        HTML     58K 
64: R10         Cost in Excess of Net Assets of Companies Acquired  HTML     77K 
49: R11         Investments in Affiliated Companies                 HTML     50K 
48: R12         Accounts Receivable                                 HTML     32K 
53: R13         Debt                                                HTML     76K 
54: R14         Financial Instruments Measured at Fair Value        HTML    208K 
52: R15         Restructuring, Integration, and Other Charges       HTML    112K 
55: R16         Net Income per Share                                HTML     53K 
44: R17         Shareholders' Equity                                HTML     74K 
46: R18         Employee Benefit Plans                              HTML     48K 
51: R19         Contingencies                                       HTML     42K 
68: R20         Segment and Geographic Information                  HTML    102K 
58: R21         Summary of Significant Accounting Policies          HTML     46K 
                (Policies)                                                       
39: R22         Acquisitions Acquisitions (Tables)                  HTML     42K 
50: R23         Cost in Excess of Net Assets of Companies Acquired  HTML     76K 
                (Tables)                                                         
41: R24         Investments in Affiliated Companies (Tables)        HTML     47K 
19: R25         Accounts Receivable (Tables)                        HTML     29K 
60: R26         Debt (Tables)                                       HTML     61K 
65: R27         Financial Instruments Measured at Fair Value        HTML    197K 
                (Tables)                                                         
28: R28         Restructuring, Integration, and Other Charges       HTML    103K 
                (Tables)                                                         
27: R29         Net Income per Share (Tables)                       HTML     51K 
30: R30         Shareholders' Equity Components of Other            HTML     64K 
                Comprehensive Income (Tables)                                    
31: R31         Employee Benefit Plans (Tables)                     HTML     47K 
33: R32         Segment and Geographic Information (Tables)         HTML    103K 
18: R33         Acquisitions (Details)                              HTML     69K 
56: R34         Cost in Excess of Net Assets of Companies Acquired  HTML     34K 
                - Goodwill (Details)                                             
38: R35         Cost in Excess of Net Assets of Companies Acquired  HTML     48K 
                - Intangibles (Details)                                          
40: R36         Investments in Affiliated Companies (Details)       HTML     36K 
22: R37         Accounts Receivable (Details)                       HTML     28K 
67: R38         Debt - ST Debt (Details)                            HTML     25K 
14: R39         Debt - LT Debt (Details)                            HTML     94K 
34: R40         Financial Instruments Measured at Fair Value -      HTML     38K 
                Fair Value Hierarchy (Details)                                   
62: R41         Financial Instruments Measured at Fair Value -      HTML     30K 
                Unobservable Inputs Reconciliation (Details)                     
21: R42         Financial Instruments Measured at Fair Value - AFS  HTML     47K 
                (Details)                                                        
26: R43         Financial Instruments Measured at Fair Value -      HTML    117K 
                Derivatives (Details)                                            
29: R44         Restructuring, Integration, and Other Charges       HTML     41K 
                (Details)                                                        
36: R45         Restructuring, Integration, and Other Charges -     HTML     83K 
                Accrual (Details)                                                
17: R46         Net Income per Share (Details)                      HTML     51K 
23: R47         Shareholders' Equity (Details)                      HTML     56K 
15: R48         Employee Benefit Plans (Details)                    HTML     37K 
61: R49         Contingencies (Details)                             HTML     39K 
20: R50         Segment and Geographic Information (Details)        HTML     44K 
57: R51         Segment and Geographic Information - Geographic     HTML     37K 
                Sales & PP&E (Details)                                           
66: XML         IDEA XML File -- Filing Summary                      XML     94K 
16: EXCEL       IDEA Workbook of Financial Reports                  XLSX    216K 
25: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   1.67M 
 8: EX-101.INS  XBRL Instance -- arw-20140927                        XML   2.51M 
10: EX-101.CAL  XBRL Calculations -- arw-20140927_cal                XML    169K 
11: EX-101.DEF  XBRL Definitions -- arw-20140927_def                 XML    662K 
12: EX-101.LAB  XBRL Labels -- arw-20140927_lab                      XML   1.36M 
13: EX-101.PRE  XBRL Presentations -- arw-20140927_pre               XML    758K 
 9: EX-101.SCH  XBRL Schema -- arw-20140927                          XSD    157K 
59: ZIP         XBRL Zipped Folder -- 0001619580-14-000003-xbrl      Zip    212K

‘EX-10.A’   —   Material Contract

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

 <!   C:   C: 
  ARW Exhibit 10.a Q3 '14  
Exhibit 10(a)

Amendment No. 2 to Dealer Agreement dated as of November 9, 1999,
between Goldman, Sachs & Co., J.P. Morgan Securities LLC (f.k.a. Chase Securities Inc.), Morgan Stanley & Co. LLC (f.k.a. Morgan Stanley & Co. Incorporated), Merrill Lynch, Pierce, Fenner & Smith Incorporated (f.k.a. Bank of America Securities LLC) and Arrow Electronics, Inc.,
as amended by Amendment No 1 dated as of October 11, 2011

Dated as of October 20, 2014

This amendment (“Amendment No. 2”) sets forth the understandings between Arrow Electronics, Inc. (the “Issuer”) and Goldman, Sachs & Co., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (collectively, the “Dealers”), parties to an agreement, dated as of November 9, 1999 (the “Original Dealer Agreement” and, as amended by Amendment No. 1 dated as of October 11, 2011, the “Dealer Agreement”), pursuant to which the Issuer appointed the Dealers as dealers of certain short-term promissory notes (the “Notes”) of the Issuer. The purpose of this letter is to set forth the following amendment to the Dealer Agreement:

(a)
The reference to the Issuing and Paying Agency Agreement on the first page of the Original Dealer Agreement shall be hereby amended and replaced in its entirety with the following:
“Concerning Notes to be issued pursuant to the Issuing and Paying Agency Agreement described and defined herein.”

(b)
Each reference to “4(2)” in the Dealer Agreement shall be replaced with a reference to “4(a)(2)”.

(c)
The references to Sophisticated Individual Investors shall be deleted from Section 1.6(a) and from Exhibit A.

(d)
The reference to “Rule 506” shall be deleted from Section 1.6(e) and replaced with “Section 4(a)(2)”.

(e)
The phrase “and Rule 506 thereunder” shall be deleted from Section 1.7(a).

(f)
Section 3.6 of the Dealer Agreement shall be amended to insert a reference to “(a)” at the start thereof, to replace references to “(a)”, “(b)”, “(c)”, “(d)” and “(e)” with “(i)”, “(ii)”, “(iii)”, “(iv)” and “(v)”, respectively, and to insert a new Section 3.6(b) following Section 3.6(a) to read as follows:

“(b)
(i)    The parties hereto agree that the Issuer may, in accordance with the terms of this Section 3.6(b), from time to time replace the party which is then acting as Issuing and Paying Agent (the “Current Issuing and Paying Agent”) with another party (such other party, the “Replacement Issuing and Paying Agent”), and enter into an agreement with the Replacement Issuing and Paying Agent covering the provision of issuing and paying agency functions in respect of the Notes by the Replacement Issuing and Paying Agent (the “Replacement Issuing and Paying Agency Agreement”) (any such replacement, a “Replacement”).

(ii)    From and after the effective date of any Replacement, except to the extent that the Issuing and Paying Agency Agreement provides that the Current Issuing and Paying Agent will continue to act in respect of Notes outstanding as of the effective date of such Replacement, the “Issuing and Paying Agent” for the Notes shall be deemed to be the Replacement Issuing and Paying Agent, all references to the “Issuing and Paying Agent” hereunder shall be deemed to refer to the Replacement Issuing and Paying Agent, and all references to the “Issuing and


Exhibit 10(a)

Paying Agency Agreement” hereunder shall be deemed to refer to the Replacement Issuing and Paying Agency Agreement.

(iii)    From and after the effective date of any Replacement, the Issuer shall not issue any Notes hereunder unless and until each Dealer shall have received (x) a copy of the executed Replacement Issuing and Paying Agency Agreement, (y) a copy of the executed Master Note authenticated by the Replacement Issuing and Paying Agent and registered in the name of DTC or its nominee, (z) an amendment or supplement to, or a replacement of, the Private Placement Memorandum describing the Replacement Issuing and Paying Agent as the Issuing and Paying Agent for the Notes, and reflecting any other changes thereto necessary in light of the Replacement so that the Private Placement Memorandum, as amended, supplemented or replaced, satisfies the requirements of this Agreement, (aa) prior to the issuance of any Notes represented by a book-entry note registered in the name of DTC or its nominee, a copy of the executed Letter of Representations among the Issuer, the Replacement Issuing and Paying Agent and DTC, and (bb) an opinion of counsel to the Issuer, addressed to the Dealers, reasonably satisfactory in form and substance to the Dealers.

(g)
A new Section 3.8 shall be added to the Dealer Agreement to read as follows: “3.8 The Issuer shall not file a Form D (as referenced in Rule 503 under the Securities Act) at any time in respect of the offer or sale of the Notes.”

(h)
The definition of the term “Issuing and Paying Agency Agreement” set forth in Section 6.8 of the Dealer Agreement is amended in its entirety to read as follows:
“‘Issuing and Paying Agency Agreement’ shall mean that certain Issuing and Paying Agency Agreement dated as of October 20, 2014, between the Issuing and Paying Agent and the Issuer, as the same may be amended, modified or supplemented from time to time or as superseded by a Replacement Issuing and Paying Agency Agreement entered into with a Replacement Issuing and Paying Agent as provided pursuant to Section 3.6(b) hereof.”

(i)
The definition of the term “Issuing and Paying Agent” set forth in Section 6.9 of the Dealer Agreement is amended in its entirety to read as follows:
“‘Issuing and Paying Agent’ shall mean BNP Bank, acting through its New York Branch, as issuing and paying agent under the Issuing and Paying Agency Agreement, or any successor thereto, or any Replacement Issuing and Paying Agent as provided pursuant to Section 3.6(b) hereof.”

(j)
For the avoidance of doubt, the terms “Agent” and “Dealer,” as used in the Dealer Agreement, including in the singular or plural, shall be one and the same, and the Dealer Agreement shall be henceforth referred to as the “Dealer Agreement”.

Except as amended by this Amendment No. 2, the Dealer Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be executed as of the date and year first above written.

                        




Exhibit 10(a)

Arrow Electronics, Inc., as Issuer

By:_/s/ Paul J. Reilly______
Name: Paul J. Reilly
Title: Executive VP and CFO

By:_/s/ Gregory A. Hanson__
Name: Gregory A. Hanson
Title: VP and Treasurer





Goldman, Sachs & Co., as Dealer

By:_/s/ Susan Dowling_____
Name: Susan Dowling
Title: Authorized Signatory


J.P. Morgan Securities LLC, as Dealer

By:_/s/ Johanna C. Foley______
Name: Johanna C. Foley
Title: Executive Director


Morgan Stanley & Co. LLC, as Dealer

By:_/s/ Yuri Slyz_____________
Name: Yuri Slyz
Title: Legal at Morgan Stanley


Merrill Lynch, Pierce, Fenner & Smith Incorporated,
as Dealer

By:_/s/ Robert J. Little_________
Name: Robert J. Little
Title: Managing Director




Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:10/29/148-K
10/20/14
For Period end:9/27/14
10/11/11
11/9/99
 List all Filings 

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/13/24  Arrow Electronics, Inc.           10-K       12/31/23   97:14M                                    Toppan Merrill Bridge/FA
 2/09/23  Arrow Electronics, Inc.           10-K       12/31/22   94:13M                                    Bagwe Niketa/FA
 2/11/22  Arrow Electronics, Inc.           10-K       12/31/21   92:12M                                    Bagwe Niketa/FA
 2/11/21  Arrow Electronics, Inc.           10-K       12/31/20  102:15M                                    Steven Cryer/FA
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Filing Submission 0001619580-14-000003   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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