AVNET INC
EX-10.F
<DOCUMENT>
<TYPE>EX-10.F
<SEQUENCE>8
<FILENAME>p67052exv10wf.txt
<DESCRIPTION>EX-10.F
<TEXT>
<PAGE>
                                                                     EXHIBIT 10F
                                                               EXECUTION VERSION


                           CREDIT AGREEMENT (364-DAY)

                          Dated as of October 25, 2001

                                      among

                                   AVNET, INC.
                          and Certain Other Borrowers,
                                as the Borrowers,

                             BANK OF AMERICA, N.A.,
                 as Administrative Agent and Documentation Agent

                           CREDIT SUISSE FIRST BOSTON,

                           FIRST UNION NATIONAL BANK,

                          THE BANK OF NOVA SCOTIA, and

                               ABN AMRO BANK N.V.,

                          as Joint Syndication Agents,

                       The Other Lenders Party Hereto, and

                       BANC OF AMERICA SECURITIES LLC, and

                           CREDIT SUISSE FIRST BOSTON

                 as Joint Lead Arrangers and Joint Book Managers
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
      Section                                                                     Page
      -------                                                                     ----
<S>                                                                               <C>

Article I. DEFINITIONS AND ACCOUNTING TERMS.....................................    1
        1.01  Defined Terms.....................................................    1
        1.02  Other Interpretive Provisions.....................................   20
        1.03  Accounting Terms..................................................   20
        1.04  Rounding..........................................................   21
        1.05  References to Agreements and Laws.................................   21
        1.06  Exchange Rates; Currency Equivalents..............................   21
        1.07  Additional Alternative Currencies.................................   21
        1.08  Redenomination of Certain Alternative Currencies..................   22

Article II. THE COMMITMENTS AND CREDIT EXTENSIONS...............................   22
        2.01  Loans.............................................................   22
        2.02  Borrowings, Conversions and Continuations of Loans................   22
        2.03  Prepayments.......................................................   24
        2.04  Reduction or Termination of Commitments...........................   25
        2.05  Repayment of Loans................................................   25
        2.06  Interest..........................................................   25
        2.07  Fees..............................................................   26
        2.08  Computation of Interest and Fees..................................   28
        2.09  Evidence of Debt..................................................   28
        2.10  Payments Generally................................................   29
        2.11  Sharing of Payments...............................................   30
        2.12  Increase in Commitments...........................................   31
        2.13  Extension of the Scheduled Maturity Date..........................   32

Article III. TAXES, YIELD PROTECTION AND ILLEGALITY.............................   33
        3.01  Taxes.............................................................   33
        3.02  Illegality........................................................   34
        3.03  Inability to Determine Rates......................................   34
        3.04  Increased Cost and Reduced Return; Capital Adequacy...............   35
        3.05  Funding Losses....................................................   35
        3.06  Matters Applicable to all Requests for Compensation...............   36
        3.07  Survival..........................................................   36

Article IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS...........................   36
        4.01  Conditions of Initial Credit Extension............................   36
        4.02  Conditions to all Credit Extensions...............................   38

Article V. REPRESENTATIONS AND WARRANTIES.......................................   38
        5.01  Corporate Existence and Power.....................................   38
        5.02  Corporate and Governmental Authorization; No Contravention........   38
        5.03  Binding Effect....................................................   39
</TABLE>


                                        i
<PAGE>
<TABLE>
<S>                                                                               <C>
        5.04  Financial Information.............................................   39
        5.05  Litigation........................................................   39
        5.06  Compliance with ERISA, Taxes......................................   39
        5.07  Environmental Matters.............................................   40
        5.08  Disclosure........................................................   41
        5.09  Subsidiaries......................................................   41
        5.10  Not an Investment Company.........................................   42
        5.11  Margin Stock......................................................   42
        5.12  Compliance With Laws..............................................   42
        5.13  No Material Adverse Change........................................   42
        5.14  Absence of Liens and Encumbrances.................................   42
        5.15  Debt..............................................................   42
        5.16  Contingent Liabilities............................................   42
        5.17  Investments.......................................................   42

Article VI. COVENANTS...........................................................   43
        6.01  Information.......................................................   43
        6.02  Payment of Obligations............................................   45
        6.03  Maintenance of Property; Insurance................................   45
        6.04  Conduct of Business and Maintenance of Existence..................   46
        6.05  Compliance with Laws..............................................   46
        6.06  Inspection of Property, Books and Records.........................   46
        6.07  Negative Pledge...................................................   47
        6.08  Consolidations, Mergers and Sales of Assets.......................   48
        6.09  Use of Proceeds...................................................   48
        6.10  Organizational Documents..........................................   48
        6.11  Financial Covenants...............................................   48
        6.12  Limitations on Funded Debt........................................   49
        6.13  Pari Passu........................................................   49
        6.14  Investments.......................................................   49
        6.15  Capital Expenditures..............................................   51

Article VII. EVENTS OF DEFAULT..................................................   51
        7.01  Events of Default.................................................   51
        7.02  Remedies Upon Event of Default....................................   54

Article VIII. ADMINISTRATIVE AGENT..............................................   54
        8.01  Appointment and Authorization of Administrative Agent.............   54
        8.02  Delegation of Duties..............................................   55
        8.03  Liability of Administrative Agent.................................   55
        8.04  Reliance by Administrative Agent..................................   55
        8.05  Notice of Default.................................................   56
        8.06  Credit Decision; Disclosure of Information by Administrative Agent   56
        8.07  Indemnification of Administrative Agent...........................   57
        8.08  Administrative Agent in its Individual Capacity...................   57
        8.09  Successor Administrative Agent....................................   57
        8.10  Other Agents; Lead Managers.......................................   58
</TABLE>


                                       ii
<PAGE>
<TABLE>
<S>                                                                               <C>
Article IX. MISCELLANEOUS.......................................................   58
        9.01  Amendments, Etc...................................................   58
        9.02  Notices and Other Communications; Facsimile Copies................   59
        9.03  No Waiver; Cumulative Remedies....................................   60
        9.04  Attorney Costs, Expenses and Taxes................................   60
        9.05  Indemnification by Avnet..........................................   61
        9.06  Payments Set Aside................................................   62
        9.07  Successors and Assigns............................................   62
        9.08  Confidentiality...................................................   64
        9.09  Collateral........................................................   65
        9.10  Addition of Designated Borrowers..................................   65
        9.11  Set-off...........................................................   66
        9.12  Interest Rate Limitation..........................................   66
        9.13  Counterparts......................................................   66
        9.14  Integration.......................................................   66
        9.15  Survival of Representations and Warranties........................   67
        9.16  Severability......................................................   67
        9.17  Tax Forms.........................................................   67
        9.18  Removal and Replacement of Lenders................................   68
        9.19  Governing Law.....................................................   69
        9.20  Waiver of Right to Trial by Jury..................................   69
        9.21  Judgment Currency.................................................   70


SIGNATURES                                                                        S-1
</TABLE>



                                       iii
<PAGE>
SCHEDULES

    1.01(m)     Mandatory Cost Rate
    1.01(n)     Non-Core Subsidiaries/Divisions
    2.01        Commitments and Pro Rata Shares
    5.05        Litigation
    5.06        ERISA Matters
    5.07        Environmental Matters
    5.09        Subsidiaries
    5.12        Compliance Matters
    5.15        Existing Debt
    5.17        Existing Investments
    6.07        Existing Liens
    9.02        Eurocurrency and Domestic Lending Offices, Addresses for Notices

EXHIBITS

          FORM OF

    A           Loan Notice
    B           Loan Note
    C           Compliance Certificate
    D           Assignment and Assumption Agreement
    E           Guaranty
    F           Designated Borrower Certificate
    G           Avnet Counsel Opinion Content
    H           Joinder Agreement






                                       iv
<PAGE>
                           CREDIT AGREEMENT (364-DAY)

      This CREDIT AGREEMENT ("Agreement") is entered into as of October 25,
2001, among AVNET, INC., certain Subsidiaries of Avnet, Inc. that from time to
time become a party hereto pursuant to Section 9.10, (each a "Designated
Borrower" and, together with Avnet, Inc., the "Borrowers" and each a
"Borrower"), each lender from time to time party hereto (collectively, the
"Lenders" and individually, a "Lender"), and BANK OF AMERICA, N.A., as
Administrative Agent.

      Avnet has requested that the Lenders provide a revolving credit facility,
and the Lenders are willing to do so on the terms and conditions set forth
herein.

      In consideration of the mutual covenants and agreements herein contained,
the parties hereto covenant and agree as follows:

                                    ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

      1.01  DEFINED TERMS. As used in this Agreement, the following terms shall
have the meanings set forth below:

      "Acquisition" has the meaning specified in Section 6.14(h).

      "Administrative Agent" means Bank of America in its capacity as
administrative agent under any of the Loan Documents, or any successor
administrative agent.

      "Administrative Agent's Office" means, with respect to any currency, the
Administrative Agent's address and, as appropriate, account as set forth on
Schedule 9.02 with respect to such currency, or such other address or account
with respect to such currency as the Administrative Agent may from time to time
notify to Avnet and the Lenders.

      "Affiliate" means, with respect to any designated Person, any other Person
that has a relationship with the designated Person whereby either of such
Persons directly or indirectly controls or is controlled by or is under common
control with the other of such Persons. The term "control" means the possession,
directly or indirectly, of the power, whether or not exercised, to direct or
cause the direction of the management or policies of any Person, whether through
ownership of voting securities, by contract or otherwise.

      "Agent/Arranger Fee Letter" has the meaning specified in Section 2.07(c).

      "Agent-Related Persons" means the Administrative Agent (including any
successor administrative agent), together with its Affiliates (including, in the
case of Bank of America in its capacity as the Administrative Agent, the
Arranger), and the officers, directors, employees, agents and attorneys-in-fact
of such Persons and Affiliates.

      "Aggregate Commitments" has the meaning set forth in the definition of
"Commitment."

      "Agreement" means this Credit Agreement.



                                       1
<PAGE>
      "Alternative Currency" means each of Euro, Sterling, SFr., SEK, and each
other lawful currency (other than Dollars) that is freely available and freely
transferable and convertible into Dollars and that is approved by all the
Lenders in accordance with Section 1.07.

      "Alternative Currency Equivalent" means, at any time, with respect to any
amount denominated in Dollars, the equivalent amount thereof in the applicable
Alternative Currency as determined by the Administrative Agent at such time on
the basis of the Spot Rate (determined in respect of the most recent Revaluation
Date) for the purchase of such Alternative Currency with Dollars.

      "Applicable Currency" has the meaning specified in Section 3.02.

      "Applicable Rate" means, from time to time, the following percentages per
annum, based upon the Debt Rating as set forth below:

                                 APPLICABLE RATE

<TABLE>
<CAPTION>
                                                  Eurocurrency     Base Rate
  Category      Debt Ratings      Facility Fee     Rate Loans        Loans
  --------      ------------      ------------     ----------        -----
<S>            <C>                <C>             <C>              <C>
      1        A/A2 or better        0.060%          0.465%          0.000%

      2             A-/A3            0.080%          0.545%          0.000%

      3           BBB+/Baa1          0.100%          0.650%          0.000%

      4           BBB/Baa2           0.125%          0.750%          0.000%

      5          Lower than          0.150%          0.850%          0.000%
                  BBB/Baa2
</TABLE>

For purposes of the foregoing, (i) the Applicable Rate initially shall be
determined based upon the Debt Rating specified in the certificate delivered
pursuant to Section 4.01(a)(v); (ii) if no Debt Rating for any Long-Term Debt of
Avnet shall be available from either Moody's or S&P, such rating agency shall be
deemed to have established a Debt Rating for the Long-Term Debt of Avnet which
is one Category higher than that pertaining to the subordinated debt rating
grade of Avnet (with Category 1 being the highest and Category 5 being the
lowest), (iii) if no Debt Rating for any Long-Term Debt or subordinated debt of
Avnet shall be available from either Moody's or S&P, the Applicable Rate shall
be as set forth in Category 5, (iv) if the Debt Ratings established or deemed to
have been established by Moody's and S&P shall fall within different Categories,
the Applicable Rate shall be based upon the lower Category, and (v) if any Debt
Rating established or deemed to have been established by Moody's or S&P shall be
changed (other than as a result of a change in the rating system of either
Moody's or S&P), such change shall be effective as of the date on which such
change is first announced by the rating agency making such change. Each such
change shall apply to all Eurocurrency Rate Loans that are outstanding, and all
Facility Fees that accrue, at any time during the period commencing on the
effective date of such change and ending on the date immediately preceding the
effective date of the next such change. If the rating system of either Moody's
or S&P shall change prior to the Maturity Date, Avnet and the Lenders shall
negotiate in good faith to amend the references to


                                       2
<PAGE>
specific ratings in this definition to reflect such changed rating system. As
used herein, "Debt Rating" means, as of any date of determination, the rating as
determined by either S&P or Moody's (collectively, the "Debt Ratings") of
Avnet's applicable debt.

      "Applicant Borrower" has the meaning specified in Section 9.10.

      "Arranger" means Banc of America Securities LLC, in its capacity as lead
arranger and book manager.

      "Asset Sale" means any sale, lease or other disposition (including any
such transaction effected by way of merger, amalgamation or consolidation) by
Avnet or any of its Subsidiaries subsequent to the date hereof of any asset
(including stock), including any Sale-Leaseback Transaction, whether or not
involving a Capital Lease, but excluding (a) any sale, lease or other
disposition of inventory in the ordinary course of business, (b) any sale, lease
or other disposition of raw materials, supplies or other non-fixed tangible
assets in the ordinary course of business, (c) any (i) sale, lease or other
disposition of surplus, obsolete or worn out machinery, equipment, molds or
other manufacturing equipment in the ordinary course of business or (ii) the
disposition of any other asset (but not including the disposition of assets
otherwise mentioned in this paragraph and not including Permitted Receivables)
to the extent that the aggregate book value of all of such assets sold, leased
or otherwise disposed of under this clause (c) in a fiscal year does not exceed
5% of the total assets of Avnet and its Consolidated Subsidiaries on a
consolidated basis, (d) any sale, lease or other disposition to Avnet or any
Wholly-Owned Consolidated Subsidiary of Avnet, (e) any sale or other disposition
in the ordinary course of business of readily marketable securities, (f) any
disposition of cash not prohibited hereunder, (g) the sale of the stock or the
assets of any Non-Core Subsidiary or the assets of any Non-Core Division, and
(h) any disposition of rights in or to a Permitted Hedge Transaction pursuant to
an unwind or termination of such transaction.

      "Assignment and Assumption Agreement" means an Assignment and Assumption
Agreement substantially in the form of Exhibit D.

      "Attributable Indebtedness" means, on any date, (a) in respect of any
Permitted Securitization, an amount equal to (i) the outstanding principal
amount of Debt incurred at such time by the Securitization Subsidiary, or (ii)
if the Securitization Subsidiary has incurred no such Debt, the unrecovered
purchase price of all Permitted Receivables (or interest therein) sold or
transferred by such Securitization Subsidiary to the conduit entity or other
receivables credit provider relating to such Permitted Securitization, and (b)
in respect of any Synthetic Lease Obligation, the capitalized amount of the
remaining lease payments under the relevant lease that would appear on a balance
sheet of such Person prepared as of such date in accordance with GAAP if such
lease were accounted for as a capital lease.

      "Attorney Costs" means and includes all fees and disbursements of any law
firm or other external counsel and the allocated cost of internal legal services
and all disbursements of internal counsel.

      "Audited Financial Statements" means the audited consolidated balance
sheet of Avnet and its Subsidiaries for the fiscal year ended June 29, 2001, and
the related consolidated


                                       3
<PAGE>
statements of income or operations, shareholders' equity and cash flows for such
fiscal year of Avnet and its Subsidiaries.

      "Avnet" means Avnet, Inc., a New York corporation.

      "Bank of America" means Bank of America, N.A.

      "Base Rate" means for any day a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest
in effect for such day as publicly announced from time to time by Bank of
America as its "prime rate." Such rate is a rate set by Bank of America based
upon various factors including Bank of America's costs and desired return,
general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such announced
rate. Any change in such rate announced by Bank of America shall take effect at
the opening of business on the day specified in the public announcement of such
change.

       "Base Rate Loan" means a Loan that bears interest based on the Base Rate.
All Base Rate Loans shall be denominated in Dollars.

      "Benefit Arrangement" means at any time an employee benefit plan within
the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan
and which is maintained or otherwise contributed to by any member of the ERISA
Group.

      "Borrower" and "Borrowers" each have the meaning specified in the
introductory paragraph hereto.

      "Borrowing" means a borrowing consisting of simultaneous Loans of the same
Type, in the same currency and having the same Interest Period made by each
Lender pursuant to Section 2.01.

      "Business Day" means any day other than a Saturday, Sunday or other day on
which commercial banks are authorized to close under the Laws of, or are in fact
closed in, the state where the Administrative Agent's Office with respect to
Obligations denominated in Dollars is located and (a) if such day relates to any
Eurocurrency Rate Loan denominated in a currency other than Euro, means any such
day on which dealings in deposits in the relevant currency are conducted by and
between banks in the London interbank market or (b) if such day relates to any
Eurocurrency Rate Loan denominated in Euro, means a TARGET Day.

      "Capital Expenditures" means, in respect of Avnet and its Subsidiaries on
a consolidated basis, as of any date for the four Fiscal Quarter period ending
on such date, without duplication, the difference (to the extent positive), as
determined in accordance with GAAP, between (a) capital expenditures of such
Persons for such period less (b) the net cash proceeds received by such Persons
during such period from the disposition of capital assets.

      "Capital Lease" means a lease that would be capitalized on a balance sheet
of the lessee prepared in accordance with GAAP.



                                       4
<PAGE>
      "Capitalized Lease Indebtedness" means indebtedness incurred pursuant to a
Capital Lease.

      "Change of Control" means, with respect to any Person, an event or series
of events by which:

            (a)   any "person" or "group" (as such terms are used in Sections
      13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any
      employee benefit plan of such Person or its subsidiaries, or any Person
      acting in its capacity as trustee, agent or other fiduciary or
      administrator of any such plan), becomes the "beneficial owner" (as
      defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of
      1934, except that a person shall be deemed to have "beneficial ownership"
      of all securities that such person has the right to acquire, whether such
      right is exercisable immediately or only after the passage of time),
      directly or indirectly, of 25% or more of the equity interests of such
      Person; or

            (b)   during any period of 12 consecutive months, a majority of the
      members of the board of directors or other equivalent governing body of
      such Person cease to be composed of individuals (i) who were members of
      that board or equivalent governing body on the first day of such period,
      (ii) whose election or nomination to that board or equivalent governing
      body was approved by individuals referred to in clause (i) above
      constituting at the time of such election or nomination at least a
      majority of that board or equivalent governing body or (iii) whose
      election or nomination to that board or other equivalent governing body
      was approved by individuals referred to in clauses (i) and (ii) above
      constituting at the time of such election or nomination at least a
      majority of that board or equivalent governing body.

      "Closing Date" means the first date all the conditions precedent in
Section 4.01 are satisfied or waived in accordance with Section 4.01 (or, in the
case of Section 4.01(b), waived by the Person entitled to receive the applicable
payment).

      "Code" means the Internal Revenue Code of 1986, as amended, or any
successor statute.

      "Commitment" means, as to each Lender, its obligation to make Loans to the
Borrowers pursuant to Section 2.01, in an aggregate principal amount at any one
time outstanding not to exceed the amount set forth opposite such Lender's name
on Schedule 2.01, as such amount may be reduced or adjusted from time to time in
accordance with this Agreement (collectively, the "Aggregate Commitments").

      "Compliance Certificate" means a certificate substantially in the form of
Exhibit C.

      "Consolidated Subsidiary" means at any date any Subsidiary or other entity
the accounts of which would be consolidated with those of Avnet in its
consolidated financial statements if such statements were prepared as of such
date.

      "Credit Extension" means an extension of credit by a Lender pursuant to a
Borrowing.



                                       5
<PAGE>
      "Debt" of any Person means at any date, without duplication (i.e., in
calculating the Debt of Avnet and its Consolidated Subsidiaries at any time for
purposes of any financial covenant, without counting the Guarantee by any such
Person of the Debt of any other such Person), (a) all obligations of such Person
for borrowed money, (b) all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments, (c) all obligations of such
Person to pay the deferred purchase price of property or services, except trade
accounts payable and accrued expenses arising in the ordinary course of
business, (d) all Capitalized Lease Indebtedness, and all Attributable
Indebtedness in respect of any Synthetic Lease Obligations, (e) all Debt of
others secured by a Lien on any asset of such Person, whether or not such Debt
is assumed by such Person (to the extent of the lesser of the amount of such
Debt and the book value of any assets subject to such Lien), (f) the maximum
amount available to be drawn under all outstanding standby letters of credit or
acceptances issued or created for the account of such Person, (g) to the extent
of any Maturing Amount thereof, any Preference Stock, and (h) all Debt of others
Guaranteed by such Person (to the extent of the lesser of the amount of such
Debt Guaranteed or the amount of such Guarantee). The Debt of any Person shall
exclude trade accounts payable and accrued expenses arising in the ordinary
course of such Person's business.

      "Debt Rating" has the meaning specified in the definition of "Applicable
Rate."

      "Debtor Relief Laws" means the Bankruptcy Code of the United States of
America, and all other liquidation, conservatorship, bankruptcy, assignment for
the benefit of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief Laws of the United States of America or
other applicable jurisdictions from time to time in effect and affecting the
rights of creditors generally.

      "Default" means any event that, with the giving of any notice, the passage
of time, or both, would be an Event of Default.

      "Default Rate" means an interest rate equal to (a) the Base Rate plus (b)
the Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2% per
annum; provided, however, that with respect to a Eurocurrency Rate Loan, the
Default Rate shall be an interest rate equal to the interest rate (including any
Applicable Rate) otherwise applicable to such Loan plus 2% per annum, in each
case to the fullest extent permitted by applicable Laws.

      "Designated Borrower" means any Applicant Borrower that becomes a Borrower
party hereto in accordance with Section 9.10.

      "Designated Borrower Certificate" means a Designated Borrower Certificate
substantially in the form of Exhibit F.

      "Dollar" and "$" means lawful money of the United States of America.

      "Dollar Equivalent" means, at any time, (a) with respect to any amount
denominated in Dollars, such amount, and (b) with respect to any amount
denominated in any Alternative Currency, the equivalent amount thereof in
Dollars as determined by the Administrative Agent at such time on the basis of
the Spot Rate (determined in respect of the most recent Revaluation Date) for
the purchase of Dollars with such Alternative Currency.



                                       6
<PAGE>
      "EBITDA" means, in respect of Avnet and its Subsidiaries on a consolidated
basis, as of any date for the four Fiscal Quarter period ending on such date,
without duplication, the sum of (a) Net Income, plus (b) an amount which, in the
determination of Net Income, has been deducted for (i) Interest Expense, (ii)
income taxes, (iii) depreciation and amortization expense and (iv) extraordinary
items consisting of non-cash losses or non-recurring non-cash losses, minus (c)
an amount which, in the determination of Net Income for such period, has been
included for (i) extraordinary items consisting of gains and (ii) gains on the
sale or other disposition of assets, plus (d) cash related one-time charges
recorded to Avnet's income statement during the Fiscal Quarter ending nearest
June 30, 2001 in an aggregate amount not to exceed $146,000,000 relating to (i)
the merger of Kent Electronics Corporation with and into Avnet pursuant to an
Amended and Restated Merger Agreement and Plan of Merger dated as of March 21,
2001 and (ii) other restructuring activities.

      "Eligible Assignee" has the meaning specified in Section 9.07(h).

      "EMU" means the economic and monetary union in accordance with the Treaty
of Rome 1957, as amended by the Single European Act 1986, the Maastricht Treaty
of 1992 and the Amsterdam Treaty of 1998, as amended from time to time.

      "EMU Legislation" means the legislative measures of the European Council
for the introduction of, changeover to or operation of a single or unified
European currency (whether known as the "euro" or otherwise).

      "Environmental Laws" means any and all federal, state, local and foreign
statutes, laws, regulations, ordinances, rules, regulations, judgments, orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or other
governmental restrictions or policies, including, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act, the
Superfund Amendments and Reauthorization Act, the Resource Conservation and
Recovery Act, the Toxic Substances Control Act, the Clean Air Act and the Clean
Water Act, relating to the environment or to emissions, discharges or releases
of pollutants, contaminants, petroleum or petroleum products, chemicals or
industrial, toxic or hazardous substances or wastes into the environment
(including, ambient air, surface water, ground water or land) or otherwise
relating to the manufacture, processing, distribution, use, treatment, storage,
disposal, transport or handling of pollutants, contaminants, petroleum or
petroleum products, chemicals or industrial, toxic or hazardous substances or
wastes or the clean-up or other remediation thereof.

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, or any successor statute.

      "ERISA Group" means Avnet and all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under
common control which, together with Avnet, are treated as a single employer
under Section 414 of the Code.

      "Euro" means the lawful currency of the Participating Member States
introduced in accordance with the EMU Legislation.

      "Eurocurrency Base Rate" has the meaning set forth in the definition of
Eurocurrency Rate.



                                       7
<PAGE>
      "Eurocurrency Rate" means (a) for any Interest Period with respect to any
Eurocurrency Rate Loan other than one referred to in subsection (b) of this
definition, a rate per annum determined by the Administrative Agent pursuant to
the following formula:

      Eurocurrency Rate  =          Eurocurrency Base Rate
                           --------------------------------------
                           1.00 - Eurocurrency Reserve Percentage

      Where,

            "Eurocurrency Base Rate" means, for such Interest Period:

            (i)   the rate per annum equal to the rate determined by the
      Administrative Agent to be the offered rate that appears on the page of
      the Telerate screen that displays an average British Bankers Association
      Interest Settlement Rate for deposits in the relevant currency (for
      delivery on the first day of such Interest Period) with a term equivalent
      to such Interest Period, determined as of approximately 11:00 a.m. (London
      time) two Business Days prior to the first day of such Interest Period, or

            (ii)  in the event the rate referenced in the preceding clause (i)
      does not appear on such page or service or such page or service shall
      cease to be available, the rate per annum equal to the rate determined by
      the Administrative Agent to be the offered rate on such other page or
      other service that displays an average British Bankers Association
      Interest Settlement Rate for deposits in Dollars (for delivery on the
      first day of such Interest Period) with a term equivalent to such Interest
      Period, determined as of approximately 11:00 a.m. (London time) two
      Business Days prior to the first day of such Interest Period, or

            (iii) in the event the rates referenced in the preceding subsections
      (i) and (ii) are not available, the rate per annum determined by the
      Administrative Agent as the rate of interest at which deposits in the
      relevant currency for delivery on the first day of such Interest Period in
      same day funds in the approximate amount of the Eurocurrency Rate Loan
      being made, continued or converted by Bank of America and with a term
      equivalent to such Interest Period would be offered by Bank of America's
      London Branch (or London Affiliate) to major banks in the London interbank
      market for such currency at their request at approximately 4:00 p.m.
      (London time) two Business Days prior to the first day of such Interest
      Period; and

            "Eurocurrency Reserve Percentage" means, for any day during any
      Interest Period, the reserve percentage (expressed as a decimal, carried
      out to five decimal places) in effect on such day, whether or not
      applicable to any Lender, under regulations issued from time to time by
      the FRB for determining the maximum reserve requirement (including any
      emergency, supplemental or other marginal reserve requirement) with
      respect to Eurocurrency funding (currently referred to as "Eurocurrency
      liabilities"). The Eurocurrency Rate for each outstanding Eurocurrency
      Rate Loan shall be adjusted automatically as of the effective date of any
      change in the Eurocurrency Reserve Percentage.


                                       8
<PAGE>
      (b)   For any Interest Period with respect to any Eurocurrency Rate Loan
advanced by a Lender required to comply with the relevant requirements of the
Bank of England and the Financial Services Authority of the United Kingdom, the
sum of (i) the rate determined in accordance with subsection (a) of this
definition and (ii) the Mandatory Cost Rate for such Interest Period.

      "Eurocurrency Rate Loan" means a Loan that bears interest at a rate based
on the Eurocurrency Rate.

      "Event of Default" has the meaning specified in Section 7.01.

      "Federal Funds Rate" means, for any day, the rate per annum equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank on the Business Day next
succeeding such day; provided that (a) if such day is not a Business Day, the
Federal Funds Rate for such day shall be such rate on such transactions on the
next preceding Business Day as so published on the next succeeding Business Day,
and (b) if no such rate is so published on such next succeeding Business Day,
the Federal Funds Rate for such day shall be the average rate charged to Bank of
America on such day on such transactions as determined by the Administrative
Agent.

      "Final Leverage Fee Period" has the meaning specified in Section
2.07(c)(iii).

      "Fiscal Quarter" means a fiscal quarter of Avnet.

      "Foreign Lender" has the meaning specified in Section 9.17(a).

      "Foreign Subsidiary" means any Subsidiary organized under the laws of
jurisdiction outside the United States of America.

      "FRB" means the Board of Governors of the Federal Reserve System of the
United States of America.

      "Funded Debt" means, with respect to any Person, without duplication
(i.e., in calculating the Funded Debt of Avnet and its Consolidated Subsidiaries
at any time, without counting the Guarantee by any such Person of the Funded
Debt of any other such Person), (a) all Debt of such Person other than any Debt
of the type referred to in clause (g) or (h) of the definition of "Debt" set
forth in this Section 1.01 and (b) all Funded Debt of others Guaranteed by such
Person (to the extent of the lesser of the amount of such Funded Debt Guaranteed
or the amount of such Guarantee).

      "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board and the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or such other principles as may be
approved by a significant segment of the accounting profession, that are
applicable to the circumstances as of the date of determination, consistently
applied.



                                       9
<PAGE>
      "Government" means the federal government of the United States of America
or any agency thereof.

      "Governmental Authority" means any nation or government, any state or
other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, administrative tribunal, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government, and any
corporation or other entity owned or controlled, through stock or capital
ownership or otherwise, by any of the foregoing.

      "Guarantee" by any Person means any obligation, contingent or otherwise,
of such Person directly or indirectly guaranteeing any Debt or other obligation
of any other Person and, without limiting the generality of the foregoing, any
obligation, direct or indirect, contingent or otherwise, of such Person (a) to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Debt or other obligation (whether arising by virtue of partnership arrangements,
by agreement to keep-well, to purchase assets, goods, securities or services, to
take-or-pay, or to maintain financial statement conditions or otherwise) or (b)
entered into for the purpose of assuring in any other manner the obligee of such
Debt or other obligation of the payment thereof or to protect such obligee
against loss in respect thereof (in whole or in part); provided that the term
"Guarantee" shall not include endorsement for collection or deposit in the
ordinary course of business. The amount of any Guarantee shall be deemed to be
an amount equal to the stated or determinable amount of the related primary
obligation, or portion thereof, in respect of which such Guarantee is made or,
if not stated or determinable, the maximum reasonably anticipated liability in
respect thereof as determined by the guarantying Person in good faith.
"Guaranteed" shall have a corollary meaning.

      "Guarantor" means Avnet.

      "Guaranty Agreement" means a guaranty agreement substantially in the form
of Exhibit E executed by the Guarantor in favor of the Administrative Agent and
the Lenders pursuant to Section 9.10.

      "Hazardous Substance" means any toxic or hazardous substance, including
petroleum and its derivatives, presently regulated under the Environmental Laws.

      "Indemnified Liabilities" has the meaning set forth in Section 9.05.

      "Indemnitees" has the meaning set forth in Section 9.05.

      "Intangible Assets" shall mean, as of the date of any determination
thereof, the total amount of all assets of Avnet and its Subsidiaries on a
consolidated basis consisting of goodwill, patents, tradenames, trademarks,
copyrights, franchises, experimental expense, organization expense, unamortized
debt discount and expense, deferred assets (other than prepaid insurance and
prepaid taxes), the excess of cost of shares acquired over book value of related
assets and such other assets as are properly classified as "intangible assets"
in accordance with GAAP.

      "Interest Expense" means, for the period of computation, the aggregate
amount of interest on a consolidated basis accruing on Debt and all amortization
of debt discount and expense on


                                       10
<PAGE>
Debt (including any obligation to pay rent in respect of Capital Leases) of
Avnet and its Subsidiaries on a consolidated basis in conformity with GAAP;
provided that in the event of the consummation of any Permitted Securitization,
"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 computation period by the
applicable Securitization Subsidiary to the conduit entity or other receivables
credit provider relating to such Permitted Securitization.

      "Interest Payment Date" means, (a) as to any Loan other than a Base Rate
Loan, the last day of each Interest Period applicable to such Loan and the
Maturity Date; provided, however, that if any Interest Period for a Eurocurrency
Rate Loan exceeds three months, the respective dates that fall every three
months after the beginning of such Interest Period shall also be Interest
Payment Dates; and (b) as to any Base Rate Loan, the last Business Day of each
March, June, September and December and the Maturity Date.

      "Interest Period" means, as to each Eurocurrency Rate Loan, the period
commencing on the date such Eurocurrency Rate Loan is disbursed or converted to
or continued as a Eurocurrency Rate Loan and, in the case of any such Borrowing
prior to the 31st day after the Closing Date, ending one week thereafter or
having such other ending date as may be satisfactory to the Administrative
Agent, or in the case of any Borrowing on or after such 31st day, ending on the
date one, two, three, four or six months thereafter, as selected by Avnet in the
applicable Loan Notice; provided that:

            (i)   any Interest Period that would otherwise end on a day that is
      not a Business Day shall be extended to the next succeeding Business Day
      unless, in the case of a Eurocurrency Rate Loan, such Business Day falls
      in another calendar month, in which case such Interest Period shall end on
      the next preceding Business Day;

            (ii)  any Interest Period pertaining to a Eurocurrency Rate Loan
      that begins on the last Business Day of a calendar month (or on a day for
      which there is no numerically corresponding day in the calendar month at
      the end of such Interest Period) shall end on the last Business Day of the
      calendar month at the end of such Interest Period; and

            (iii) no Interest Period shall extend beyond the Scheduled Maturity
      Date.

      "Investment" means, as to any Person, any acquisition or investment by
such Person, whether by means of (a) the purchase or other acquisition of
capital stock or other securities of another Person, (b) a loan, advance or
capital contribution to, guaranty of debt of, or purchase or other acquisition
of any other debt or equity participation or interest in, another Person,
including any partnership or joint venture interest in such other Person, or (c)
the purchase or other acquisition (in one transaction or a series of
transactions) of assets of another Person that constitute a business unit. For
purposes of covenant compliance, the amount of any Investment shall be the
amount actually invested, without adjustment for subsequent increases or
decreases in the value of such Investment.

      "IRS" means the United States Internal Revenue Service.

      "Joinder Agreement" means a Joinder Agreement in substantially the form of
Exhibit H.



                                       11
<PAGE>
      "Judgment Currency" has the meaning specified in Section 9.21.

      "Judgment Currency Conversion Date" has the meaning specified in Section
9.21.

      "Laws" means, collectively, all international, foreign, Federal, state and
local statutes, treaties, rules, guidelines, regulations, ordinances, codes and
administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all
applicable administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental Authority,
in each case whether or not having the force of law.

      "Lender" has the meaning specified in the introductory paragraph hereto.

      "Lending Office" means, as to any Lender, the office or offices of such
Lender described as such on Schedule 9.02, or such other office or offices as a
Lender may from time to time notify Avnet and the Administrative Agent.

      "Leverage Ratio" means, as of any date of determination, in respect of
Avnet and its Subsidiaries, the ratio (expressed as a percentage) of (a) Funded
Debt as of such date to (b) Total Capitalization, calculated on a consolidated
basis in accordance with GAAP; provided, however, that in the event of the
consummation of any Permitted Securitization, Funded Debt and Total
Capitalization shall each be adjusted to include (without duplication)
Attributable Indebtedness of any Securitization Subsidiary outstanding at such
time.

      "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset.
For the purposes of this Agreement, Avnet or any Subsidiary of Avnet shall be
deemed to own subject to a Lien any asset which it has acquired or holds subject
to the interest of a vendor or lessor under any conditional sales agreement,
Capital Lease or other title retention agreement relating to such asset.

      "Loan" has the meaning specified in Section 2.01.

      "Loan Documents" means this Agreement, each Note, the Agency/Arranger Fee
Letter, each Loan Notice, each Compliance Certificate, each Designated Borrower
Certificate, the Guaranty Agreement and each Joinder Agreement.

      "Loan Note" means a promissory note made by a Borrower in favor of a
Lender evidencing Loans made by such Lender, substantially in the form of
Exhibit B.

      "Loan Notice" means a notice of (a) a Borrowing, (b) a conversion of Loans
from one Type to the other, or (c) a continuation of Loans as the same Type,
pursuant to Section 2.02(a), which, if in writing, shall be substantially in the
form of Exhibit A.

      "Loan Parties" means, collectively, Avnet, each Designated Borrower and
each Guarantor.



                                       12
<PAGE>
      "Long-Term Debt" means, at any time, in respect of Avnet, any
publicly-held senior unsecured debt obligations outstanding at such time with a
maturity more than one year after the date of any determination hereunder.

      "Mandatory Cost Rate" means, with respect to any period, a rate per annum
determined in accordance with Schedule 1.01(m).

      "Mandatory Cost Reference Lender" means each of Bank of America or any of
its Affiliates.

      "Margin Stock" has the meaning assigned to such term in Regulation U of
the FRB.

      "Material Plan" means, at any time, a Plan or Plans having aggregate
Unfunded Liabilities in excess of $1,000,000 at such time.

      "Material Subsidiary" means any direct or indirect Subsidiary of Avnet
which as of the end of any Fiscal Quarter after the Closing Date has total
assets (as determined in accordance with GAAP) equal to or greater than 2% of
the total assets of Avnet and its Consolidated Subsidiaries at such time.

      "Maturing Amount" means, with respect to any Preference Stock, an amount
equal to the aggregate amount of such Preference Stock that will or may become
due before the Scheduled Maturity Date as a result of any scheduled maturity,
amortization or mandatory redemption thereof.

      "Maturity Date" means (a) October 23, 2002 or such later date to which the
termination date of the Aggregate Commitments may be extended in accordance with
the terms hereof (the "Scheduled Maturity Date"), or (b) such earlier date upon
which the Aggregate Commitments may be terminated in accordance with the terms
hereof.

      "Moody's" means Moody's Investors Service, Inc. or any successor thereto.

      "Multiemployer Plan" means at any time an employee pension benefit plan
within the meaning of Section 4001(a)(3) of ERISA to which any member of the
ERISA Group is then making or accruing an obligation to make contributions or
has within the preceding five plan years made contributions, including for these
purposes any Person which ceased to be a member of the ERISA Group during such
five year period.

      "Multi-Year Credit Agreement" means that certain Credit Agreement
(Multi-Year), of even date herewith, among Avnet, certain of its Subsidiaries,
the several financial institutions from time to time party thereto and Bank of
America, as administrative agent for itself and the other lenders party thereto.

      "Net Income" means, as of any date for the four Fiscal Quarter period
ending on such date with respect to Avnet and its Subsidiaries on a consolidated
basis, net income (excluding extraordinary items) after Interest Expense, income
taxes and depreciation and amortization, all as determined in accordance with
GAAP.



                                       13
<PAGE>
      "Net Worth" means, at any time, consolidated net shareholders' equity of
Avnet and its Subsidiaries, determined in accordance with GAAP, with no upward
adjustments due to a revaluation of assets; provided, however, that there shall
be disregarded for this purpose the effect of any write-down of goodwill
undertaken pursuant to FAS 142 on or before December 31, 2001 not to exceed
$700,000,000 in the aggregate.

      "Non-Core Division" means each division of Avnet designated as a "Non-Core
Division" on Schedule 1.01(n) hereof.

      "Non-Core Subsidiary" means each Subsidiary of Avnet designated as a
"Non-Core Subsidiary" on Schedule 1.01(n) hereof.

      "Notes" means the Loan Notes.

      "Obligation Currency" has the meaning set forth in Section 9.21.

      "Obligations" means all advances to, and debts, liabilities, obligations,
covenants and duties of, any Loan Party arising under any Loan Document, whether
direct or indirect (including those acquired by assumption), absolute or
contingent, due or to become due, now existing or hereafter arising and
including interest that accrues after the commencement by or against any Loan
Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws
naming such Person as the debtor in such proceeding.

      "Organization Documents" means, (a) with respect to any corporation, the
certificate or articles of incorporation and the bylaws; (b) with respect to any
limited liability company, the articles of formation and operating agreement;
and (c) with respect to any partnership, joint venture, trust or other form of
business entity, the partnership, joint venture or other applicable agreement of
formation and any agreement, instrument, filing or notice with respect thereto
filed in connection with its formation with the secretary of state or other
department in the state of its formation, in each case as amended from time to
time.

      "Outstanding Amount" means, with respect to Loans on any date, the
aggregate outstanding principal Dollar Equivalent amount thereof after giving
effect to any borrowings and prepayments or repayments of Loans occurring on
such date.

      "Overnight Rate" means, for any day, (a) with respect to any amount
denominated in Dollars, the Federal Funds Rate and (b) with respect to any
amount denominated in an Alternative Currency, the rate of interest per annum at
which overnight deposits in the applicable Alternative Currency, in an amount
approximately equal to the amount with respect to which such rate is being
determined, would be offered for such day by a branch or Affiliate of Bank of
America located in the applicable interbank market for such currency to major
banks in such interbank market.

      "Parent" means, with respect to any Lender, any Person as to which such
Lender is a Subsidiary.

      "Participant" has the meaning specified in Section 9.07(d).



                                       14
<PAGE>
      "Participating Member State" means each state so described in any EMU
Legislation.

      "PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

      "Permitted Hedge Transaction" has the meaning set forth in Section
6.14(j).

      "Permitted Investments" means, (a) with respect to Avnet and its
Subsidiaries (other than the Foreign Subsidiaries):

            (i)   cash and demand deposits;

            (ii)  investments in direct obligations of the Government of the
      United States of America or any agency or instrumentality thereof or any
      obligations guaranteed by the full faith and credit of the Government of
      the United States of America, in each case maturing within 360 days after
      the date of investment therein;

            (iii) commercial paper in an aggregate amount of up to $25,000,000
      per issuer outstanding at any time, issued by any corporation organized in
      any State of the United States of America, rated at least "A-1" (or the
      then equivalent grade) by S&P or "P-1" (or the then equivalent grade) by
      Moody's, or the successor of either of them;

            (iv)  Dollar denominated certificates of deposit of, eurodollar
      certificates of deposit of, bankers acceptances of, or time deposits with,
      any Lender or any commercial bank, the short-term securities of which (or
      the short-term securities of its Parent or any of its Affiliates) are
      rated at least "A-1" (or the then existing equivalent) by S&P or at least
      "P-1" (or the then existing equivalent) by Moody's or which has a bank
      rating of at least "C" (or the then existing equivalent) by Thomson Bank
      Watch and in each case maturing within 360 days after the date of
      purchase, acceptance or deposit;

            (v)   tax-free money market funds rated at least "A" (or the then
      equivalent grade) by S&P or Moody's, or the successor of either of them;

            (vi)  taxable or tax-exempt money market preferred stock funds rated
      at least "A" (or the then equivalent grade) by S&P or Moody's, or the
      successor of either of them;

            (vii) tax-exempt variable rate demand notes backed by municipal
      bonds (low floaters) supported by a letter of credit from a commercial
      bank rated at least "AA" (or the then equivalent grade) by S&P or Moody's,
      or the successor of either of them;

            (viii) asset-backed securities rated at least "A" (or the then
      equivalent grade) by S&P or Moody's, or the successor or either of them,
      maturing in 90 days or less, with a maximum investment of $10,000,000;

            (ix)  asset-backed certificates of participation with a long-term
      rating of at least "A" (or the then equivalent grade) or a short term
      rating of no less than "A-1" by S&P or "P-1" by Moody's, or the successor
      of either of them, with an interest accrual period of


                                       15
<PAGE>
      90 days or less which certificates are deemed to be automatically tendered
      at par at the end of each interest accrual period;

            (x)   municipal notes maturing in six months or less and rated at
      least SP-2 (or the then equivalent grade) by S&P, or its successor, or at
      least "Mig 2" (or the then equivalent grade) by Moody's, or its successor;
      and

            (xi)  other loans, advances and investments by Avnet and each
      Subsidiary provided that the sum of all such loans, advances and
      investments does not exceed $10,000,000; and

      (b)   with respect to any Foreign Subsidiary:

            (i)   any of the investments permitted by clause (a) above,

            (ii)  obligations of the national government of the country in which
      such Foreign Subsidiary maintains its chief executive office and principal
      place of business provided such country is a member of the Organization
      for Economic Cooperation and Development, in each case maturing within 360
      days after the date of investment therein;

            (iii) certificates of deposit of, bankers acceptances of, or time
      deposits with, any commercial bank which is organized and existing under
      the laws of the country in which such Foreign Subsidiary maintains its
      chief executive office and principal place of business provided such
      country is a member of the Organization for Economic Cooperation and
      Development, and the short-term securities of which (or the short-term
      securities of its Parent or any of its Affiliates) are rated at least
      "A-1" (or the then existing equivalent) by S&P or at least "P-1" (or the
      then existing equivalent) by Moody's, or which has a bank rating of at
      least "C" (or the then existing equivalent) by Thomson Bank Watch, and in
      each case maturing within 360 days after the date of purchase, acceptance
      or deposit; and

            (iv)  the equivalent of demand deposit accounts which are interest
      bearing.

      "Permitted Receivables" means accounts receivable (including notes,
chattel paper, accounts, instruments and general intangibles consisting of
rights to payment) generated by Avnet or any of its Subsidiaries (each, an
"originator") in the ordinary course of business, together with any guarantees,
insurance, letters of credit, collateral, service contracts and other agreements
associated with any account receivable, the interest of the originator in the
inventory and goods, including returned or repossessed inventory or goods, if
any, the sale, financing or lease of which gave rise to an account receivable,
the interest of the Securitization Subsidiary in the agreement with the
originator pursuant to which such Securitization Subsidiary purchased such
accounts receivable, and other ancillary rights of the originator arising in
connection with the transaction giving rise to such accounts receivable and all
business records relating thereto.

      "Permitted Securitization" means (a) transfers constituting sales under
GAAP and accompanied by the delivery of a customary true-sale opinion given by
independent counsel, to a Securitization Subsidiary of Permitted Receivables by
the applicable originator; and (b) if applicable, the incurrence by the
Securitization Subsidiary of Attributable Indebtedness to a


                                       16
<PAGE>
conduit entity or other receivables credit provider secured by a Lien on any or
all of the assets of such Securitization Subsidiary.

      "Person" means any individual, trustee, corporation, general partnership,
limited partnership, limited liability company, joint stock company, trust,
unincorporated organization, bank, business association, firm, joint venture,
Governmental Authority or other legal entity.

      "Plan" means at any time an employee pension benefit plan as defined in
Subsection 3(2) of ERISA (other than a Multiemployer Plan) which is covered by
Title IV of ERISA or subject to the minimum funding standards under Section 412
of the Code and either (i) is maintained, or contributed to, by any member of
the ERISA Group for employees of any member of the ERISA Group or (ii) has at
any time within the preceding five years been maintained, or contributed to, by
any Person which was at such time a member of the ERISA Group for employees of
any Person which was at such time a member of the ERISA Group.

      "Preference Stock" means, with respect to any issuer, capital stock of
such issuer which under the Organizational Documents of such issuer is entitled
to a preference over any other capital stock of such issuer as to payment of
dividends and/or distributions upon the voluntary or involuntary liquidation of
such issuer.

      "Prior Credit Facilities" means, collectively, (a) that certain Second
Amended and Restated Credit Agreement, dated as of September 26, 1997, among
Avnet, certain Subsidiaries of Avnet, the several financial institutions from
time to time party thereto and Bank of America (successor in interest by merger
with NationsBank, N.A.), as agent, as amended prior to the Closing Date, and (b)
that certain 364-Day Credit Agreement, dated as of October 27, 2000, among
Avnet, certain Subsidiaries of Avnet, the several financial institutions from
time to time party thereto and Bank of America, as administrative agent, as
amended prior to the Closing Date.

      "Pro Rata Share" means, with respect to each Lender, the percentage
(carried out to the ninth decimal place) of the Aggregate Commitments set forth
opposite the name of such Lender on Schedule 2.01, as such share may be adjusted
as contemplated herein.

      "Register" has the meaning specified in Section 9.07(c).

      "Regulation T" means Regulation T of the FRB.

      "Regulation U" means Regulation U of the FRB.

      "Regulation X" means Regulation X of the FRB.

      "Release" has the meaning specified in Section 5.07(a).

      "Request for Credit Extension" means, with respect to a Borrowing,
conversion or continuation of Loans, a Loan Notice.

      "Required Lenders" means, as of any date of determination, Lenders whose
Voting Percentages aggregate more than 50%.



                                       17
<PAGE>
      "Responsible Officer" means the chief executive officer, president, chief
financial officer, treasurer or assistant treasurer of a Loan Party. Any
document delivered hereunder that is signed by a Responsible Officer of a Loan
Party shall be conclusively presumed to have been authorized by all necessary
corporate, partnership and/or other action on the part of such Loan Party and
such Responsible Officer shall be conclusively presumed to have acted on behalf
of such Loan Party.

      "Revaluation Date" means each of the following: (a) each date of a
Borrowing of Eurocurrency Rate Loans denominated in an Alternative Currency, (b)
each date of a continuation of Eurocurrency Rate Loans denominated in an
Alternative Currency pursuant to Section 2.02; and (c) such additional dates as
the Administrative Agent or the Required Lenders shall specify.

      "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. or any successor thereto.

      "Sale-Leaseback Transaction" means any arrangement with any Person
providing for the leasing by Avnet or any of its Subsidiaries of any property
that (or of any property similar to and used for substantially the same purposes
as any other property that) has been or is to be sold, assigned, transferred or
otherwise disposed of by Avnet or any of its Subsidiaries to such Person with
the intention of entering into such lease.

      "Same Day Funds" means (a) with respect to disbursements and payments in
Dollars, immediately available funds, and (b) with respect to disbursements and
payments in an Alternative Currency, same day or other funds as may be
determined by the Administrative Agent to be customary in the place of
disbursement or payment for the settlement of international banking transactions
in the relevant Alternative Currency.

      "Scheduled Maturity Date" has the meaning specified in the definition of
"Maturity Date."

      "Securitization Subsidiary" means a wholly-owned Subsidiary of Avnet
created solely for purposes of effectuating a Permitted Securitization, the
activities and assets of which are limited solely to such purpose and assets,
and the Organization Documents of which contain customary bankruptcy - remote
provisions.

      "SEK" means the lawful currency of Sweden.

      "SFr." means the lawful currency of Switzerland.

      "Special Notice Currency" means at any time an Alternative Currency, other
than the currency of Japan or of a country that is located in North America or
Europe and that is a member of the Organization for Economic Cooperation and
Development at such time.

      "Spot Rate" for a currency means the rate quoted by Bank of America as the
spot rate for the purchase by Bank of America of such currency with another
currency through its principal foreign exchange trading office at approximately
8:00 a.m., San Francisco time, on the date two Business Days prior to the date
as of which the foreign exchange computation is made.



                                       18
<PAGE>
      "Sterling" means the lawful currency of the United Kingdom.

      "Subsidiary" means, with respect to any Person, any corporation or other
entity of which securities or other ownership interest having ordinary voting
power to elect a majority of the board of directors or other persons performing
similar functions are at such time directly or indirectly owned by such Person.

      "Synthetic Lease Obligation" means the monetary obligation of a Person
under (a) a so-called synthetic, off-balance sheet or tax retention lease, or
(b) an agreement for the use or possession of property creating obligations that
do not appear on the balance sheet of such Person but which, upon the insolvency
or bankruptcy of such Person, would be characterized as the indebtedness of such
Person (without regard to accounting treatment).

      "Tangible Net Worth" means Net Worth minus all Intangible Assets.

      "TARGET Day" means any day on which the Trans-European Automated Real-time
Gross Settlement Express Transfer (TARGET) System (or, if such clearing system
ceases to be operative, such other clearing system (if any) determined by the
Administrative Agent to be a suitable replacement) is operating.

      "Term Loan Agreement" means that certain Credit Agreement (Term Loans), of
even date herewith, among Avnet, certain of its Subsidiaries, the several
financial institutions from time to time party thereto and Bank of America, as
administrative agent for itself and the other lenders party thereto.

       "Total Capitalization" means, in respect of Avnet and its Subsidiaries,
the sum of Net Worth plus Funded Debt.

      "Type" means, with respect to a Loan, its character as a Base Rate Loan or
a Eurocurrency Rate Loan.

      "Unfunded Liabilities" means, with respect to any Plan or Multiemployer
Plan at any time, the amount, if any, by which (a) the present value of all
benefits under such Plan or Multiemployer Plan exceeds (b) the fair market value
of all Plan assets or Multiemployer Plan assets allocable to such benefits
(excluding any accrued but unpaid contributions), all determined as of the then
most recent valuation date for such Plan or such Multiemployer Plan, but only to
the extent that such excess represents a potential liability of a member of the
ERISA Group to the PBGC or any other Person under Title IV of ERISA.

      "Voting Percentage" means, as to any Lender, (a) at any time when the
Aggregate Commitments are in effect, such Lender's Pro Rata Share and (b) at any
time after the termination of the Aggregate Commitments, the percentage (carried
out to the ninth decimal place) which (i) the Outstanding Amount of such
Lender's Loans, then comprises of (ii) the Outstanding Amount of all Loans;
provided, however, that if any Lender has failed to fund any portion of the
Loans required to be funded by it hereunder, such Lender's Voting Percentage
shall be deemed to be zero, and the respective Pro Rata Shares and Voting
Percentages of the other Lenders shall be recomputed for purposes of this
definition and the definition of "Required Lenders" without regard to such
Lender's Commitment or the outstanding amount of its Loans.



                                       19
<PAGE>
      "Voting Stock" means, as to any Person, the capital stock of any class or
classes or other equity interests (however designated and including general
partnership interests in a partnership) having ordinary voting power for the
election of directors or similar governing body of such Person.

      "Wholly-Owned Consolidated Subsidiary" means, with respect to any Person,
any Consolidated Subsidiary of such Person all of the shares of capital stock or
other ownership interests of which (except directors' qualifying shares) are at
the time directly or indirectly owned by such Person.

      1.02  OTHER INTERPRETIVE PROVISIONS.

      With reference to this Agreement and each other Loan Document, unless
otherwise specified herein or in such other Loan Document:

      (a)   The meanings of defined terms are equally applicable to the singular
and plural forms of the defined terms.

      (b)   (i)   The words "herein," "hereto" and "hereunder" and words of
      similar import when used in any Loan Document shall refer to such Loan
      Document as a whole and not to any particular provision thereof.

            (ii)  Article, Section, Exhibit and Schedule references are to the
      Loan Document in which such reference appears.

            (iii) The term "including" is by way of example and not limitation.

            (iv)  The term "documents" includes any and all instruments,
      documents, agreements, certificates, notices, reports, financial
      statements and other writings, however evidenced, whether in physical or
      electronic form.

      (c)   In the computation of periods of time from a specified date to a
later specified date, the word "from" means "from and including;" the words "to"
and "until" each mean "to but excluding;" and the word "through" means "to and
including."

      (d)   Section headings herein and in the other Loan Documents are included
for convenience of reference only and shall not affect the interpretation of
this Agreement or any other Loan Document.

      1.03  ACCOUNTING TERMS. (a) All accounting terms not specifically or
completely defined herein shall be construed in conformity with, and all
financial data required to be submitted pursuant to this Agreement shall be
prepared in conformity with, GAAP applied on a consistent basis, as in effect
from time to time, applied in a manner consistent with that used in preparing
the Audited Financial Statements, except as otherwise specifically prescribed
herein.

      (b)   If at any time any change in GAAP would affect the computation of
any financial ratio or requirement set forth in any Loan Document, and either
Avnet or the Required Lenders shall so request, the Administrative Agent, the
Lenders and Avnet shall negotiate in good faith to


                                       20
<PAGE>
amend such ratio or requirement to preserve the original intent thereof in light
of such change in GAAP (subject to the approval of the Required Lenders);
provided that, until so amended, (i) such ratio or requirement shall continue to
be computed in accordance with GAAP prior to such change therein and (ii) Avnet
shall provide to the Administrative Agent and the Lenders financial statements
and other documents required under this Agreement or as reasonably requested
hereunder setting forth a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change in GAAP.

      1.04  ROUNDING. Any financial ratios required to be maintained by Avnet
pursuant to this Agreement shall be calculated by dividing the appropriate
component by the other component, carrying the result to one place more than the
number of places by which such ratio is expressed herein and rounding the result
up or down to the nearest number (with a rounding-up if there is no nearest
number).

      1.05  REFERENCES TO AGREEMENTS AND LAWS. Unless otherwise expressly
provided herein, (a) references to agreements (including the Loan Documents) and
other contractual instruments shall be deemed to include all subsequent
amendments, restatements, extensions, supplements and other modifications
thereto, but only to the extent that such amendments, restatements, extensions,
supplements and other modifications are not prohibited by any Loan Document; and
(b) references to any Law shall include all statutory and regulatory provisions
consolidating, amending, replacing, supplementing or interpreting such Law.

      1.06  EXCHANGE RATES; CURRENCY EQUIVALENTS.

      (a)   The Administrative Agent shall determine the Spot Rates as of each
Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit
Extensions and Outstanding Amounts denominated in Alternative Currencies. Such
Spot Rates shall become effective as of such Revaluation Date and shall be the
Spot Rates employed in converting any amounts between the applicable currencies
until the next Revaluation Date to occur. Except for purposes of financial
statements delivered by Loan Parties hereunder or calculating financial
covenants hereunder or except as otherwise provided herein, the applicable
amount of any currency for purposes of the Loan Documents shall be such Dollar
Equivalent amount as so determined by the Administrative Agent.

      (b)   Wherever in this Agreement in connection with a Borrowing,
conversion, continuation or prepayment of a Loan, an amount, such as a required
minimum or multiple amount, is expressed in Dollars, but such Borrowing or Loan
is denominated in an Alternative Currency, such amount shall be the relevant
Alternative Currency Equivalent of such Dollar amount (rounded to the nearest
1,000 units of such Alternative Currency), as determined by the Administrative
Agent.

      1.07  ADDITIONAL ALTERNATIVE CURRENCIES. The Borrowers may from time to
time request that Loans be made in a currency other than those specifically
listed in the definition of "Alternative Currency;" provided that such requested
currency otherwise meets the requirements set forth in such definition. Any such
request shall be made to the Administrative Agent (which shall promptly notify
each Lender thereof) not later than 11:00 a.m., San Francisco time, 15 Business
Days prior to the date of the desired Credit Extension. Each Lender shall notify
the


                                       21
<PAGE>
Administrative Agent, not later than 11:00 a.m., San Francisco time, ten
Business Days after receipt of such request whether it consents, in its sole
discretion, to making Loans in such requested currency. Any failure by a Lender
to respond to such request within the time period specified in the preceding
sentence shall be deemed to be a refusal by such Lender to make Loans in such
requested currency. If all the Lenders consent to making Loans in such requested
currency, the Administrative Agent shall so notify Avnet and such currency shall
thereupon be deemed for all purposes to be an Alternative Currency hereunder.

      1.08  REDENOMINATION OF CERTAIN ALTERNATIVE CURRENCIES.

      (a)   Each obligation of the Borrowers to make a payment denominated in
the national currency unit of any member state of the European Union that adopts
the Euro as its lawful currency after the date hereof shall be redenominated
into Euro at the time of such adoption (in accordance with the EMU Legislation).
If, in relation to the currency of any such member state, the basis of accrual
of interest expressed in this Agreement in respect of that currency shall be
inconsistent with any convention or practice in the London interbank market for
the basis of accrual of interest in respect of the Euro, such expressed basis
shall be replaced by such convention or practice with effect from the date on
which such member state adopts the Euro as its lawful currency; provided that if
any Borrowing in the currency of such member state is outstanding immediately
prior to such date, such replacement shall take effect, with respect to such
Borrowing, at the end of the then current Interest Period.

      (b)   Each provision of this Agreement shall be subject to such reasonable
changes of construction as the Administrative Agent may from time to time
specify to be appropriate to reflect the adoption of the Euro by any member
state of the European Union and any relevant market conventions or practices
relating to the Euro.

                                   ARTICLE II.
                      THE COMMITMENTS AND CREDIT EXTENSIONS

      2.01  LOANS. Subject to the terms and conditions set forth herein, each
Lender severally agrees to make loans (each such loan, a "Loan") to the
Borrowers in Dollars or in one or more Alternative Currencies from time to time
on any Business Day during the period from the Closing Date to the Maturity
Date, in an aggregate amount not to exceed at any time outstanding the amount of
such Lender's Commitment; provided, however, that after giving effect to any
Borrowing, the Dollar Equivalent of (i) the aggregate Outstanding Amount of all
Loans shall not exceed the Aggregate Commitments, and (ii) the aggregate
Outstanding Amount of the Loans of any Lender shall not exceed such Lender's
Commitment. Within the limits of each Lender's Commitment, and subject to the
other terms and conditions hereof, the Borrowers may borrow under this Section
2.01, prepay under Section 2.03, and reborrow under this Section 2.01. Loans may
be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

      2.02  BORROWINGS, CONVERSIONS AND CONTINUATIONS OF LOANS.

      (a)   Each Borrowing, each conversion of Loans from one Type to the other,
and each continuation of Loans as the same Type shall be made upon Avnet's
irrevocable notice to the


                                       22
<PAGE>
Administrative Agent, which may be given by telephone. Each such notice must be
received by the Administrative Agent not later than 8:00 a.m., San Francisco
time, (i) three Business Days prior to the requested date of any Borrowing of,
conversion to or continuation of Eurocurrency Rate Loans denominated in Dollars
or of any conversion of Eurocurrency Rate Loans to Base Rate Loans, (ii) four
Business Days (or five Business Days, in the case of a Special Notice Currency)
prior to the requested date of any Borrowing of, or continuation of Eurocurrency
Rate Loans denominated in Alternative Currencies (provided that any such
Borrowing, conversion or continuation during the first 15 days after the Closing
Date may be undertaken upon three Business Days' prior notice), and (iii) on the
requested date of any Borrowing of Base Rate Loans. Each such telephonic notice
must be confirmed promptly by delivery to the Administrative Agent of a written
Loan Notice, appropriately completed and signed by a Responsible Officer of
Avnet on behalf of the applicable Borrower(s). Each Borrowing of, conversion to
or continuation of Eurocurrency Rate Loans denominated in Dollars shall be in a
minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in
excess thereof. Each Borrowing of, conversion to or continuation of Eurocurrency
Rate Loans denominated in an Alternative Currency shall be in a minimum Dollar
Equivalent principal amount of $5,000,000. Each Borrowing of or conversion to
Base Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple
of $1,000,000 in excess thereof. Each Loan Notice (whether telephonic or
written) shall specify (A) whether Avnet is requesting a Borrowing, a conversion
of Loans from one Type to the other, or a continuation of Loans as the same
Type, (B) the requested date of the Borrowing, conversion or continuation, as
the case may be (which shall be a Business Day), (C) the identity of the
respective Borrower(s) on whose behalf such Borrowing, conversion or
continuation is being requested, (D) the principal amount of Loans to be
borrowed, converted or continued, (E) the Type of Loans to be borrowed or to
which existing Loans are to be converted, (F) if applicable, the duration of the
Interest Period with respect thereto, and (G) the currency of the Loans to be
borrowed. If Avnet fails to specify a currency in a Loan Notice requesting a
Borrowing, then the Loans so requested shall be made in Dollars. If Avnet fails
to specify a Type of Loan in a Loan Notice or if Avnet fails to give a timely
notice requesting a conversion or continuation, then the applicable Loans shall
be made or continued as, or converted to, Base Rate Loans; provided, however,
that in the case of a failure to timely request a continuation of Loans
denominated in an Alternative Currency, such Loans shall be continued as
Eurocurrency Rate Loans in their original currency with an Interest Period of
one month. Any automatic conversion to Base Rate Loans shall be effective as of
the last day of the Interest Period then in effect with respect to the
applicable Eurocurrency Rate Loans. If a Borrower requests a Borrowing of,
conversion to, or continuation of Eurocurrency Rate Loans in any such Loan
Notice, but fails to specify an Interest Period, it will be deemed to have
specified an Interest Period of one month. No Loan may be converted into or
continued as a Loan denominated in a different currency, but instead must be
prepaid in the original currency of such Loan and reborrowed in the other
currency.

      (b)   Following receipt of a Loan Notice, the Administrative Agent shall
promptly notify each Lender of its Pro Rata Share of the applicable Loans, and
if no timely notice of a conversion or continuation is provided by Avnet, the
Administrative Agent shall notify each Lender of the details of any automatic
conversion to Base Rate Loans or continuation of Loans denominated in a currency
other than Dollars, in each case as described in the preceding subsection. In
the case of a Borrowing, each Lender shall make the amount of its Loan available
to the Administrative Agent in Same Day Funds at the Administrative Agent's
Office for the


                                       23
<PAGE>
applicable currency not later than 11:00 a.m., San Francisco time, on the
Business Day specified in the applicable Loan Notice. Upon satisfaction of the
applicable conditions set forth in Section 4.02 (and, if such Borrowing is the
initial Credit Extension, Section 4.01), the Administrative Agent shall make all
funds so received available to the Borrowers in like funds as received by the
Administrative Agent either by (i) crediting the account of the Borrowers on the
books of Bank of America with the amount of such funds or (ii) wire transfer of
such funds, in each case in accordance with instructions provided to the
Administrative Agent by Avnet.

      (c)   Except as otherwise provided herein, a Eurocurrency Rate Loan may be
continued or converted only on the last day of the Interest Period for such
Eurocurrency Rate Loan. During the existence of a Default or Event of Default,
no Loans may be requested as, converted to or continued as Eurocurrency Rate
Loans without the consent of the Required Lenders, and in the absence of such
consent, the Required Lenders may demand and Avnet shall be deemed to have
requested, (i) that any or all of the then outstanding Eurocurrency Rate Loans
denominated in Dollars be converted immediately to Base Rate Loans and (ii) that
any or all of the then outstanding Eurocurrency Rate Loans denominated in an
Alternative Currency be prepaid on the last day of the then current Interest
Period with respect thereto.

      (d)   The Administrative Agent shall promptly notify Avnet and the Lenders
of the interest rate applicable to any Eurocurrency Rate Loan upon determination
of such interest rate. The determination of the Eurocurrency Rate by the
Administrative Agent shall be conclusive in the absence of manifest error. The
Administrative Agent shall notify Avnet and the Lenders of any change in Bank of
America's prime rate used in determining the Base Rate promptly following the
public announcement of such change.

      (e)   After giving effect to all Borrowings, all conversions of Loans from
one Type to the other, and all continuations of Loans as the same Type, there
shall not be more than ten Interest Periods in effect with respect to Loans;
provided that, unless otherwise consented to by the Administrative Agent, all
Interest Periods commencing prior to the 31st day after the Closing Date shall
end on the same Business Day.

      2.03  PREPAYMENTS.

      (a)   The Borrowers may, upon notice to the Administrative Agent, at any
time or from time to time voluntarily prepay Loans in whole or in part without
premium or penalty; provided that (i) such notice must be received by the
Administrative Agent not later than 8:00 a.m., San Francisco time, (A) three
Business Days prior to any date of prepayment of Eurocurrency Rate Loans
denominated in Dollars and four Business Days (or five, in the case of Special
Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans
denominated in Alternative Currencies, and (B) on the date of prepayment of Base
Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in
Dollars shall be in a minimum principal amount of or approximating $5,000,000 or
a whole multiple of or approximating $1,000,000 in excess thereof; (iii) any
prepayment of Eurocurrency Rate Loans denominated in an Alternative Currency
shall be in a minimum Dollar Equivalent principal amount of or approximating
$5,000,000; and (iv) any prepayment of Base Rate Loans shall be in a principal
amount of or approximating $5,000,000 or a whole multiple of or approximating
$1,000,000 in excess thereof. Each such notice shall specify the date and amount
of such prepayment and the Type(s) of Loans


                                       24
<PAGE>
to be prepaid. The Administrative Agent will promptly notify each Lender of its
receipt of each such notice, and of such Lender's Pro Rata Share of such
prepayment. If such notice is given by Avnet, the applicable Borrower shall make
such prepayment and the payment amount specified in such notice shall be due and
payable on the date specified therein. Any prepayment of a Eurocurrency Rate
Loan shall be accompanied by all accrued interest thereon, together with any
additional amounts required pursuant to Section 3.05. Each such prepayment shall
be applied to the Loans of the Lenders in accordance with their respective Pro
Rata Shares.

      (b)   If the Administrative Agent notifies Avnet at any time that the
Dollar Equivalent of the Outstanding Amount of all Loans at such time exceeds an
amount equal to 102% of the Aggregate Commitments then in effect, the Borrowers
shall, within two Business Days after receipt of such notice, prepay Loans in an
aggregate amount sufficient to reduce the Dollar Equivalent of such Outstanding
Amount as at such time to an amount not to exceed 100% of the Aggregate
Commitments then in effect; provided, however, that the Borrowers shall have no
obligation to prepay such Loans pursuant to this subsection (c) if the
Administrative Agent subsequently notifies Avnet within such two Business Day
period that the Dollar Equivalent of such Outstanding Amount no longer exceeds
100% of the Aggregate Commitments then in effect.

      2.04  REDUCTION OR TERMINATION OF COMMITMENTS. The Borrowers, collectively
and not individually, may, upon notice by Avnet to the Administrative Agent,
terminate the Aggregate Commitments, or permanently reduce the Aggregate
Commitments to an amount not less than the then Outstanding Amount of all Loans;
provided that (i) any such notice shall be received by the Administrative Agent
not later than 8:00 a.m., San Francisco time, five Business Days prior to the
date of termination or reduction, and (ii) any such partial reduction shall be
in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in
excess thereof. The Administrative Agent will promptly notify the Lenders of any
such notice of reduction or termination of the Aggregate Commitments. Once
reduced in accordance with this Section, the Aggregate Commitments may not be
increased, whether pursuant to Section 2.12 or otherwise. Any reduction of the
Aggregate Commitments shall be applied to the Commitment of each Lender
according to its Pro Rata Share. All facility fees accrued until the effective
date of any termination of the Aggregate Commitments shall be paid on the
effective date of such termination.

      2.05  REPAYMENT OF LOANS. The Borrowers shall repay to the Lenders on the
Maturity Date the aggregate principal amount of Loans outstanding on such date.

      2.06  INTEREST.

      (a)   Subject to the provisions of subsection (b) below, (i) each
Eurocurrency Rate Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to the Eurocurrency
Rate for such Interest Period plus the Applicable Rate; and (ii) each Base Rate
Loan shall bear interest on the outstanding principal amount thereof from the
applicable borrowing date at a rate per annum equal to the Base Rate plus the
Applicable Rate.



                                       25
<PAGE>
      (b)   While any Event of Default exists or after acceleration, the
Borrowers shall pay interest on the principal amount of all outstanding
Obligations at a fluctuating interest rate per annum at all times equal to the
Default Rate to the fullest extent permitted by applicable Law. Accrued and
unpaid interest on past due amounts (including interest on past due interest)
shall be due and payable upon demand.

      (c)   Interest on each Loan shall be due and payable in arrears on each
Interest Payment Date applicable thereto and at such other times as may be
specified herein. Interest hereunder shall be due and payable in accordance with
the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.

      2.07  FEES.

      (a)   Facility Fee. Avnet shall pay to the Administrative Agent for the
account of each Lender in accordance with its Pro Rata Share, a facility fee
equal to the Applicable Rate times the actual daily amount of the Aggregate
Commitments, regardless of usage. The facility fee shall accrue at all times
from the Closing Date until the Maturity Date and shall be due and payable
quarterly in arrears on the last Business Day of each March, June, September and
December, commencing with the first such date to occur after the Closing Date,
and on the Maturity Date. The facility fee shall be calculated quarterly in
arrears, and if there is any change in the Applicable Rate during any quarter,
the actual daily amount shall be computed and multiplied by the Applicable Rate
separately for each period during such quarter that such Applicable Rate was in
effect. The facility fee shall accrue at all times, including at any time during
which one or more of the conditions in Article IV is not met.

      (b)   Utilization Fee. Avnet shall pay to the Administrative Agent for the
account of each Lender in accordance with each such Lender's Pro Rata Share, a
utilization fee of:

            (i)   0.125% times the Dollar Equivalent of the actual daily
      aggregate Outstanding Amount of Loans on each day that the sum of (A) the
      Dollar Equivalent of the aggregate Outstanding Amount of Loans on such day
      plus (B) if such agreement is then in effect, the "Dollar Equivalent" of
      the aggregate "Outstanding Amount" of "Loans" and "L/C Obligations" under
      and as defined in the Multi-Year Credit Agreement on such day, is equal to
      or greater than 25%, but is less than 50%, of the sum of (x) the Aggregate
      Commitments in effect on such day plus (y) if such agreement is then in
      effect, the "Aggregate Commitments" in effect under and as defined in the
      Multi-Year Credit Agreement on such day; and

            (ii)  0.250% times the Dollar Equivalent of the actual daily
      aggregate Outstanding Amount of Loans on each day that the sum of (A) the
      Dollar Equivalent of the aggregate Outstanding Amount of Loans on such day
      plus (B) if such agreement is then in effect, the "Dollar Equivalent" of
      the aggregate "Outstanding Amount" of "Loans" and "L/C Obligations" under
      and as defined in the Multi-Year Credit Agreement on such day, is equal to
      or greater than 50% of the sum of (x) the Aggregate Commitments in effect
      on such day plus (y) if such agreement is then in effect, the


                                       26
<PAGE>
      "Aggregate Commitments" in effect under and as defined in the Multi-Year
      Credit Agreement on such day.

The utilization fee shall be due and payable quarterly in arrears on the last
Business Day of each March, June, September and December, commencing with the
first such date to occur after the Closing Date, and on the Maturity Date. The
utilization fee shall be calculated quarterly in arrears and shall accrue at all
times from the Closing Date to the Maturity Date, including at any time during
which one or more of the conditions in Article IV is not met.

      (c)   Leverage Fee.

            (i)   Avnet shall pay to the Administrative Agent for the account of
      each Lender in accordance with each such Lender's Pro Rata Share, a
      leverage fee on a quarterly basis of 0.250% times the Dollar Equivalent of
      the actual daily aggregate Outstanding Amount of Loans on each day during
      any such Fiscal Quarter (the "Leverage Fee Reference Quarter") that the
      ratio of (A) Adjusted Funded Debt for such day to (B) EBITDA (as
      calculated for the four consecutive Fiscal Quarter period ended on the
      last day of such Leverage Fee Reference Quarter and as set forth in the
      Compliance Certificate delivered by Avnet to the Administrative Agent in
      respect of such Leverage Fee Reference Quarter) equals or exceeds 4.00 to
      1.00.

            (ii)  For purposes of this subsection (c), "Adjusted Funded Debt" of
      Avnet existing on any day in any Leverage Fee Reference Quarter shall be
      an amount equal to the sum of:

                  (A)   the amount of Funded Debt existing as of the last day of
            the Leverage Fee Reference Quarter, other than (I) Obligations
            existing on such day, (II), if such agreement is then in effect,
            "Obligations" as defined in and incurred under the Multi-Year Credit
            Agreement as of such day, and (III), if such agreement is then in
            effect, "Obligations" as defined in and incurred under the Term Loan
            Agreement as of such day; plus

                  (B)   Attributable Indebtedness of any Securitization
            Subsidiary outstanding as of the last day of the applicable Leverage
            Fee Reference Quarter; plus

                  (C)   an amount equal to the sum of (I) the Outstanding Amount
            of Loans on such day, plus, (II) if such agreement is then in
            effect, the "Outstanding Amount" of "Loans" and "L/C Obligations"
            under and as defined in the Multi-Year Credit Agreement on such day,
            plus, (III) if such agreement is then in effect, the "Outstanding
            Amount" of "Loans" under and as defined in the Term Loan Agreement
            on such day.

            (iii) The leverage fee shall be due and payable in arrears (A) three
      Business Days after each date on which Avnet has delivered or is required
      to deliver to the Administrative Agent a Compliance Certificate pursuant
      to Section 6.01(c) commencing with the certificate required to be
      delivered in respect of the Fiscal Quarter ended on or about September 30,
      2001, and (B) on the Maturity Date; provided that, for purposes of


                                       27
<PAGE>
      calculating the Adjusted Funded Debt of Avnet in respect of the period
      ending on the Maturity Date and commencing on the first day of the Fiscal
      Quarter immediately following the most recent Fiscal Quarter for which
      Avnet has delivered financial statements pursuant to Section 6.01(a) or
      (b) (such period, the "Final Leverage Fee Period"), the amounts described
      in clauses (ii)(A) and (ii)(B) above with respect to the Final Leverage
      Fee Period shall be deemed to be identical to those amounts disclosed by
      Avnet in its then most recently-delivered Compliance Certificate. The
      leverage fee shall be calculated in arrears and shall accrue at all times
      from the Closing Date to the Maturity Date, including at any time during
      which one or more of the conditions in Article IV is not met.

      (d)   Arrangement and Agency Fees. Avnet shall pay an arrangement fee to
the Arranger for the Arranger's own account, and shall pay an agency fee to the
Administrative Agent for the Administrative Agent's own account, in the amounts
and at the times specified in the letter agreement, dated September 13, 2001
(the "Agent/Arranger Fee Letter"), between Avnet, the Arranger and the
Administrative Agent. Such fees shall be fully earned when paid and shall be
nonrefundable for any reason whatsoever.

      (e)   Lenders' Upfront Fee. On the Closing Date, Avnet shall pay to the
Administrative Agent, for the account of the Lenders in accordance with their
respective Pro Rata Shares, an upfront fee in an amount set forth in the
Agency/Arranger Fee Letter. Such upfront fees are for the credit facilities
committed by the Lenders under this Agreement and are fully earned on the date
paid. The upfront fee paid to each Lender is solely for its own account and is
nonrefundable for any reason whatsoever.

      2.08  COMPUTATION OF INTEREST AND FEES. Interest on Base Rate Loans shall
be calculated on the basis of a year of 365 or 366 days, as the case may be, and
the actual number of days elapsed. Computation of all other types of interest
and all fees shall be calculated on the basis of a year of 360 days and the
actual number of days elapsed, which results in a higher yield to the payee
thereof than a method based on a year of 365 or 366 days, or, in the case of
interest in respect of Loans denominated in Alternative Currencies as to which
market practice differs from the foregoing, in accordance with such market
practice. Interest shall accrue on each Loan for the day on which the Loan is
made, and shall not accrue on a Loan, or any portion thereof, for the day on
which the Loan or such portion is paid, provided that any Loan that is repaid on
the same day on which it is made shall bear interest for one day.

      2.09  EVIDENCE OF DEBT. The Credit Extensions made by each Lender shall be
evidenced by one or more accounts or records maintained by such Lender and by
the Administrative Agent in the ordinary course of business. The accounts or
records maintained by the Administrative Agent and each Lender shall be
conclusive absent manifest error of the amount of the Credit Extensions made by
the Lenders to the Borrowers and the interest and payments thereon. Any failure
to so record or any error in doing so shall not, however, limit or otherwise
affect the obligation of the Borrowers hereunder to pay any amount owing with
respect to the Loans. In the event of any conflict between the accounts and
records maintained by any Lender and the accounts and records of the
Administrative Agent in respect of such matters, the accounts and records of the
Administrative Agent shall control in the absence of manifest error. Upon the
request of any Lender made through the Administrative Agent, such Lender's Loans


                                       28
<PAGE>
may be evidenced by a Loan Note in addition to such accounts or records. Each
Lender may attach schedules to its Note(s) and endorse thereon the date, Type
(if applicable), amount and maturity of the applicable Loans and payments with
respect thereto.

      2.10  PAYMENTS GENERALLY.

      (a)   All payments to be made by the Borrowers shall be made without
condition or deduction for any counterclaim, defense, recoupment or setoff.
Except as otherwise expressly provided herein and except with respect to
principal of and interest on Loans denominated in an Alternative Currency, all
payments by the Borrowers hereunder shall be made to the Administrative Agent,
for the account of the respective Lenders to which such payment is owed, at the
applicable Administrative Agent's Office in Dollars and in Same Day Funds not
later than 11:00 a.m., San Francisco time, on the date specified herein. Except
as otherwise expressly provided herein, all payments by the Borrowers hereunder
with respect to principal and interest on Loans denominated in an Alternative
Currency shall be made to the Administrative Agent, for the account of the
respective Lenders to which such payment is owed, at the applicable
Administrative Agent's Office in such Alternative Currency and in Same Day Funds
not later than such time on the dates specified herein as may be determined by
the Administrative Agent to be necessary for such payment to be credited on such
date in accordance with normal banking procedures in the place of payment. The
Administrative Agent will promptly distribute to each Lender its Pro Rata Share
(or other applicable share as provided herein) of such payment in like funds as
received by wire transfer to such Lender's Lending Office. All payments received
by the Administrative Agent (i) after 11:00 a.m., San Francisco time, in the
case of payments in Dollars, or (ii) later than the time specified by the
Administrative Agent as provided in the third sentence of this paragraph in the
case of payments in an Alternative Currency, shall in each case be deemed
received on the next succeeding Business Day and any applicable interest or fee
shall continue to accrue.

      (b)   Subject to the definition of "Interest Period," if any payment to be
made by the Borrowers shall come due on a day other than a Business Day, payment
shall be made on the next following Business Day, and such extension of time
shall be reflected in computing interest or fees, as the case may be.

      (c)   If at any time insufficient funds are received by and available to
the Administrative Agent to pay fully all amounts of principal, interest and
fees then due hereunder, such funds shall be applied (i) first, toward costs and
expenses (including Attorney Costs and amounts payable under Article III)
incurred by the Administrative Agent and each Lender, (ii) second, toward
repayment of interest and fees then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of interest and fees then due to
such parties, and (iii) third, toward repayment of principal then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of
principal then due to such parties.

      (d)   Unless Avnet or any Lender has notified the Administrative Agent
prior to the date any payment is required to be made by it to the Administrative
Agent hereunder, that a Borrower or such Lender, as the case may be, will not
make such payment, the Administrative Agent may assume that the Borrowers or
such Lender, as the case may be, have timely made such payment and may (but
shall not be so required to), in reliance thereon, make available a


                                       29
<PAGE>
corresponding amount to the Person entitled thereto. If and to the extent that
such payment was not in fact made to the Administrative Agent in Same Day Funds,
then:

            (i)   if such Borrower failed to make such payment, each Lender
      shall forthwith on demand repay to the Administrative Agent the portion of
      such assumed payment that was made available to such Lender in Same Day
      Funds, together with interest thereon in respect of each day from and
      including the date such amount was made available by the Administrative
      Agent to such Lender to the date such amount is repaid to the
      Administrative Agent in Same Day Funds, at the applicable Overnight Rate
      from time to time in effect; and

            (ii)  if any Lender failed to make such payment, such Lender shall
      forthwith on demand pay to the Administrative Agent the amount thereof in
      Same Day Funds, together with interest thereon for the period from the
      date such amount was made available by the Administrative Agent to the
      applicable Borrower to the date such amount is recovered by the
      Administrative Agent (the "Compensation Period") at a rate per annum equal
      to the applicable Overnight Rate from time to time in effect. If such
      Lender pays such amount to the Administrative Agent, then such amount
      shall constitute such Lender's Loan included in the applicable Borrowing.
      If such Lender does not pay such amount forthwith upon the Administrative
      Agent's demand therefor, the Administrative Agent may make a demand
      therefor upon Avnet, and Avnet shall pay such amount to the Administrative
      Agent, together with interest thereon for the Compensation Period at a
      rate per annum equal to the rate of interest applicable to the applicable
      Borrowing. Nothing herein shall be deemed to relieve any Lender from its
      obligation to fulfill its Commitment or to prejudice any rights which the
      Administrative Agent or any Borrower may have against any Lender as a
      result of any default by such Lender hereunder.

      A notice of the Administrative Agent to any Lender with respect to any
amount owing under this subsection (d) shall be conclusive, absent manifest
error.

      (e)   If any Lender makes available to the Administrative Agent funds for
any Loan to be made by such Lender as provided in the foregoing provisions of
this Article II, and the conditions to the applicable Credit Extension set forth
in Article IV are not satisfied or waived in accordance with the terms hereof,
the Administrative Agent shall return such funds (in like funds as received from
such Lender) to such Lender, without interest.

      (f)   The obligations of the Lenders hereunder to make Loans are several
and not joint. The failure of any Lender to make any Loan on any date required
hereunder shall not relieve any other Lender of its corresponding obligation to
do so on such date, and no Lender shall be responsible for the failure of any
other Lender to so make its Loan.

      (g)   Nothing herein shall be deemed to obligate any Lender to obtain the
funds for any Loan in any particular place or manner or to constitute a
representation by any Lender that it has obtained or will obtain the funds for
any Loan in any particular place or manner.

      2.11  SHARING OF PAYMENTS. If, other than as expressly provided elsewhere
herein, any Lender shall obtain on account of the Loans made by it, any payment
(whether voluntary,


                                       30
<PAGE>
involuntary, through the exercise of any right of set-off, or otherwise) in
excess of its ratable share (or other share contemplated hereunder) thereof,
such Lender shall immediately (a) notify the Administrative Agent of such fact,
and (b) purchase from the other Lenders such participations in the Loans made by
them as shall be necessary to cause such purchasing Lender to share the excess
payment in respect of such Loan, pro rata with each of them; provided, however,
that if all or any portion of such excess payment is thereafter recovered from
the purchasing Lender, such purchase shall to that extent be rescinded and each
other Lender shall repay to the purchasing Lender the purchase price paid
therefor, together with an amount equal to such paying Lender's ratable share
(according to the proportion of (i) the amount of such paying Lender's required
repayment to (ii) the total amount so recovered from the purchasing Lender) of
any interest or other amount paid or payable by the purchasing Lender in respect
of the total amount so recovered. The Borrowers agree that any Lender so
purchasing a participation from another Lender may, to the fullest extent
permitted by law, exercise all its rights of payment (including the right of
set-off) with respect to such participation as fully as if such Lender were the
direct creditor of the Borrowers in the amount of such participation. The
Administrative Agent will keep records (which shall be conclusive and binding in
the absence of manifest error) of participations purchased under this Section
and will in each case notify the Lenders following any such purchases or
repayments. Each Lender that purchases a participation pursuant to this Section
shall from and after such purchase have the right to give all notices, requests,
demands, directions and other communications under this Agreement with respect
to the portion of the Obligations purchased to the same extent as though the
purchasing Lender were the original owner of the Obligations purchased.

      2.12  INCREASE IN COMMITMENTS.

      (a)   Provided there exists no Default or Event of Default, upon notice to
the Administrative Agent (which shall promptly notify the Lenders) and consent
of the Administrative Agent, Avnet may, from time to time, request an increase
in the Aggregate Commitments in accordance with the terms of this Section 2.12.
At the time of sending such notice, Avnet (in consultation with the
Administrative Agent) shall specify the time period within which each Lender is
requested to respond (which shall in no event be less than 15 Business Days from
the date of delivery of such notice to the Lenders). Each Lender shall notify
the Administrative Agent within such time period whether or not it agrees in its
sole discretion to increase its Commitment and, if so, whether by an amount
equal to, greater than, or less than its Pro Rata Share of such requested
increase. Any Lender not responding in writing to the Administrative Agent
within such time period shall be deemed to have declined to increase its
Commitment. The Administrative Agent shall notify Avnet and each Lender of the
Lenders' responses to each request made hereunder. To achieve the full amount of
a requested increase, Avnet may also invite additional Eligible Assignees
satisfactory to the Administrative Agent to become Lenders pursuant to a Joinder
Agreement in substantially the form set forth in Exhibit H.

      (b)   If the Aggregate Commitments are increased in accordance with this
Section, the Administrative Agent and Avnet shall determine the effective date
(the "Increase Effective Date") and the final allocation of such increase;
provided that if such final allocation is not to be ratable among the Lenders
(based on the Lenders' respective Pro Rata Shares in effect at the time of such
notice), then the Increase Effective Date may not occur earlier than the last
day of the latest-ending Interest Period then in effect with respect to Loans.
The Administrative Agent


                                       31
<PAGE>
shall promptly notify Avnet and the Lenders of the final allocation of such
increase and the Increase Effective Date. If the final allocation of such
increases is not to be ratable among the Lenders (based on the Lenders'
respective Pro Rata Shares in effect at the time of such notice), then during
the period between the date of such notice and the Increase Effective Date, no
Eurocurrency Rate Loan shall be permitted to have an Interest Period that ends
later than the Increase Effective Date (whether by means of a Borrowing or a
continuation of such a Loan for a new Interest Period). As a condition precedent
to such increase, Avnet shall deliver to the Administrative Agent a certificate
dated as of the Increase Effective Date (in sufficient copies for distribution
to each Lender) signed by a Responsible Officer of Avnet (i) certifying and
attaching the resolutions adopted by the Borrowers approving or consenting to
such increase, (ii) in the case of Avnet, including a Compliance Certificate
demonstrating pro forma compliance with Section 6.11 after giving effect to such
increase, and (iii) certifying that, before and after giving effect to such
increase, the representations and warranties contained in Article V are true and
correct on and as of the Increase Effective Date and that no Default or Event of
Default exists. The Borrowers shall deliver new or amended Notes reflecting the
increased Commitment of any Lender holding or requesting a Note. The
Administrative Agent shall distribute an amended Schedule 2.01 (which shall be
deemed incorporated into this Agreement), to reflect any changes therein
resulting from such increase. The Borrowers shall prepay any Loans outstanding
on the Increase Effective Date (and pay any additional amounts required pursuant
to Section 3.05) to the extent necessary to keep the outstanding Loans ratable
with any revised Pro Rata Shares arising from any nonratable increase in the
Commitments under this Section.

      2.13  EXTENSION OF THE SCHEDULED MATURITY DATE.

      (a)   Not earlier than 60 days prior to, nor later than 30 days prior to,
each anniversary of the Closing Date, Avnet may, upon notice to the
Administrative Agent (who shall promptly notify the Lenders), request a one year
extension of the Scheduled Maturity Date. Within 15 days of delivery of such
notice, each Lender shall notify the Administrative Agent whether or not it
consents to such extension (which consent may be given or withheld in such
Lender's sole and absolute discretion). Any Lender not responding in writing to
the Administrative Agent within the above time period shall be deemed not to
have consented to such extension. The Administrative Agent shall promptly notify
Avnet and the Lenders of the Lenders' responses. If any Lender declines, or is
deemed to have declined, to consent to such extension, Avnet may cause any such
Lender to be removed or replaced as a Lender pursuant to Section 9.18.

      (b)   The Scheduled Maturity Date shall be extended only if all Lenders
(after giving effect to any removals and/or replacements of Lenders permitted
herein) (the "Consenting Lenders") have consented thereto. If so extended, the
Scheduled Maturity Date, as to the Consenting Lenders, shall be extended to a
date 364 days from the existing Maturity Date (or, if such date is not a
Business Day, to the Business Day immediately preceding such date), effective as
of the existing Scheduled Maturity Date (the "Extension Effective Date"). The
Administrative Agent and Avnet shall promptly confirm to the Lenders such
extension and the Extension Effective Date. As a condition precedent to such
extension, Avnet shall deliver to the Administrative Agent a certificate of each
Loan Party dated as of the Extension Effective Date (in sufficient copies for
each Lender) signed by a Responsible Officer of such Loan Party (i) certifying
and attaching the resolutions adopted by such Loan Party approving or consenting
to such extension and, (ii) certifying that, before and after giving effect to
such extension, the


                                       32
<PAGE>
representations and warranties contained in Article V are true and correct on
and as of the Extension Effective Date and no Default or Event of Default
exists. The Administrative Agent shall distribute an amended Schedule 2.01
(which shall be deemed incorporated into this Agreement), to reflect any changes
in Lenders and their Commitment amounts. The Borrowers shall prepay any Loans
outstanding on the Extension Effective Date (and pay any additional amounts
required pursuant to Section 3.05) to the extent necessary to keep outstanding
Loans ratable with the Pro Rata Shares of all the Lenders.

                                  ARTICLE III.
                     TAXES, YIELD PROTECTION AND ILLEGALITY

      3.01  TAXES.

      (a)   Any and all payments by the Borrowers to or for the account of the
Administrative Agent or any Lender under any Loan Document shall be made free
and clear of and without deduction for any and all present or future taxes,
duties, levies, imposts, deductions, assessments, fees, withholdings or similar
charges, and all liabilities with respect thereto, excluding, in the case of the
Administrative Agent and each Lender, taxes imposed on or measured by its net
income, and franchise taxes imposed on it (in lieu of net income taxes), by the
jurisdiction (or any political subdivision thereof) under the Laws of which the
Administrative Agent or such Lender, as the case may be, is organized or
maintains a lending office (all such non-excluded taxes, duties, levies,
imposts, deductions, assessments, fees, withholdings or similar charges, and
liabilities being hereinafter referred to as "Taxes"). If any Borrower shall be
required by any Laws to deduct any Taxes from or in respect of any sum payable
under any Loan Document to the Administrative Agent or any Lender, (i) the sum
payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section), the Administrative Agent and such Lender receives an amount equal
to the sum it would have received had no such deductions been made, (ii) Avnet
shall make such deductions, (iii) Avnet shall pay the full amount deducted to
the relevant taxation authority or other authority in accordance with applicable
Laws, and (iv) within 30 days after the date of such payment, Avnet shall
furnish to the Administrative Agent (which shall forward the same to such
Lender) the original or a certified copy of a receipt evidencing payment
thereof.

      (b)   In addition, the Borrowers agree to pay any and all present or
future stamp, court or documentary taxes and any other excise or property taxes
or charges or similar levies which arise from any payment made under any Loan
Document or from the execution, delivery, performance, enforcement or
registration of, or otherwise with respect to, any Loan Document (hereinafter
referred to as "Other Taxes").

      (c)   If any Borrower shall be required to deduct or pay any taxes or
other taxes from or in respect of any sum payable under any loan document to the
Administrative Agent or any Lender, Avnet shall also pay to the Administrative
Agent (for the account of such Lender) or to such Lender, at the time interest
is paid, such additional amount that such Lender specifies is necessary to
preserve the after-tax yield (after factoring in all taxes, including taxes
imposed on or measured by net income) such Lender would have received if such
taxes or other taxes had not been imposed.



                                       33
<PAGE>
      (d)   The Borrowers agree to indemnify the Administrative Agent and each
Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or
Other Taxes imposed or asserted by any jurisdiction on amounts payable under
this Section) paid by the Administrative Agent and such Lender, (ii) amounts
payable under Section 3.01(c) and (iii) any liability (including penalties,
interest and expenses) arising therefrom or with respect thereto, in each case
whether or not such Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. Payment under this subsection
(d) shall be made within 30 days after the date the Lender or the Administrative
Agent makes a demand therefor.

      3.02  ILLEGALITY. If any Lender determines that any Law has made it
unlawful, or that any Governmental Authority has asserted that it is unlawful,
for any Lender or its applicable Lending Office to make, maintain or fund
Eurocurrency Rate Loans (whether denominated in Dollars or an Alternative
Currency (the "Applicable Currency")), or to determine or charge interest rates
based upon the Eurocurrency Rate, then, on notice thereof by such Lender to
Avnet through the Administrative Agent, any obligation of such Lender to make or
continue Eurocurrency Rate Loans in the Applicable Currency or, if the
Applicable Currency is Dollars, to convert Base Rate Loans to Eurocurrency Rate
Loans shall be suspended until such Lender notifies the Administrative Agent and
Avnet that the circumstances giving rise to such determination no longer exist.
Upon receipt of such notice, the Borrowers shall, upon demand from such Lender
(with a copy to the Administrative Agent), prepay or, if applicable and such
Loans are denominated in Dollars, convert all such Eurocurrency Rate Loans of
such Lender to Base Rate Loans, either on the last day of the Interest Period
thereof, if such Lender may lawfully continue to maintain such Eurocurrency Rate
Loans to such day, or immediately, if such Lender may not lawfully continue to
maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion,
the applicable Borrower shall also pay interest on the amount so prepaid or
converted. Each Lender agrees to designate a different Lending Office if such
designation will avoid the need for such notice and will not, in the good faith
judgment of such Lender, otherwise be materially disadvantageous to such Lender.

      3.03  INABILITY TO DETERMINE RATES. (a) If the Administrative Agent
determines in connection with any request for a Eurocurrency Rate Loan or a
conversion to or continuation thereof that (i) deposits in the relevant currency
are not being offered to banks in the applicable offshore interbank market for
such currency for the applicable amount and Interest Period of such Eurocurrency
Rate Loan, (ii) adequate and reasonable means do not exist for determining the
Eurocurrency Base Rate for such Eurocurrency Rate Loan, or (iii) the
Eurocurrency Base Rate for such Eurocurrency Rate Loan does not adequately and
fairly reflect the cost to the Lenders of funding such Eurocurrency Rate Loan,
the Administrative Agent will promptly notify Avnet and all Lenders. Thereafter,
the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall
be suspended until the Administrative Agent revokes such notice. Upon receipt of
such notice, the Borrowers may revoke any pending request for a Borrowing,
conversion or continuation of Eurocurrency Rate Loans or, failing that, will be
deemed to have converted such request into a request for a Borrowing of Base
Rate Loans in the amount specified therein.

      (b)   If any Mandatory Cost Reference Lender's Commitment shall terminate
(otherwise than on termination of the Aggregate Commitments), or for any reason
whatsoever any Mandatory Cost Reference Lender shall cease to be a Lender
hereunder, such Mandatory


                                       34
<PAGE>
Cost Reference Lender shall thereupon cease to be a Mandatory Cost Reference
Lender, and, when necessary, the Mandatory Cost Rate shall be determined on the
basis of the rates as notified by the remaining Mandatory Cost Reference Lenders
in accordance with Schedule 1.01(m).

      3.04  INCREASED COST AND REDUCED RETURN; CAPITAL ADEQUACY.

      (a)   If any Lender determines that as a result of the introduction of or
any change in or in the interpretation of any Law, or such Lender's compliance
therewith, there shall be any increase in the cost to such Lender of agreeing to
make or making, funding or maintaining Eurocurrency Rate Loans or a reduction in
the amount received or receivable by such Lender in connection with any of the
foregoing (excluding for purposes of this subsection (a) any such increased
costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to
which Section 3.01 shall govern), (ii) changes in the basis of taxation of
overall net income or overall gross income by the United States or any foreign
jurisdiction or any political subdivision of either thereof under the Laws of
which such Lender is organized or has its Lending Office, and (iii) reserve
requirements utilized, as to Eurocurrency Rate Loans, in the determination of
the Eurocurrency Rate), then from time to time upon demand of such Lender (with
a copy of such demand to the Administrative Agent), the applicable Borrower
shall pay to such Lender such additional amounts as will compensate such Lender
for such increased cost or reduction.

      (b)   If any Lender determines that the introduction of any Law regarding
capital adequacy or any change therein or in the interpretation thereof, or
compliance by such Lender (or its Lending Office) therewith, has the effect of
reducing the rate of return on the capital of such Lender or any corporation
controlling such Lender as a consequence of such Lender's obligations hereunder
(taking into consideration its policies with respect to capital adequacy and
such Lender's desired return on capital), then from time to time upon demand of
such Lender (with a copy of such demand to the Administrative Agent), the
applicable Borrower shall pay to such Lender such additional amounts as will
compensate such Lender for such reduction.

      3.05  FUNDING LOSSES. Upon demand of any Lender (with a copy to the
Administrative Agent) from time to time, the applicable Borrower shall promptly
compensate such Lender for and hold such Lender harmless from any loss, cost or
expense incurred by it as a result of:

      (a)   any continuation, conversion, payment or prepayment of any Loan
other than a Base Rate Loan on a day other than the last day of the Interest
Period for such Loan (whether voluntary, mandatory, automatic, by reason of
acceleration, or otherwise); or

      (b)   any assignment of Loans undertaken by any Lender pursuant to any
increase in Commitments requested by Avnet pursuant to Section 2.12; or

      (c)   any failure by the Borrowers (for a reason other than the failure of
such Lender to make a Loan) to prepay, borrow, continue or convert any Loan
other than a Base Rate Loan on the date or in the amount notified by Avnet;

including any loss of anticipated profits and any loss or expense arising from
the liquidation or reemployment of funds obtained by it to maintain such Loan or
from fees payable to terminate


                                       35
<PAGE>
the deposits from which such funds were obtained. The Borrowers shall also pay
any customary administrative fees charged by such Lender in connection with the
foregoing.

      For purposes of calculating amounts payable by the Borrowers to the
Lenders under this Section 3.05, each Lender shall be deemed to have funded each
Eurocurrency Rate Loan made by it at the Eurocurrency Base Rate used in
determining the Eurocurrency Rate for such Loan by a matching deposit or other
borrowing in the applicable offshore interbank market for such currency for a
comparable amount and for a comparable period, whether or not such Eurocurrency
Rate Loan was in fact so funded.

      3.06  MATTERS APPLICABLE TO ALL REQUESTS FOR COMPENSATION.

      (a)   A certificate of the Administrative Agent or any Lender claiming
compensation under this Article III and setting forth the additional amount or
amounts to be paid to it hereunder shall be conclusive in the absence of
manifest error. In determining such amount, the Administrative Agent or such
Lender may use any reasonable averaging and attribution methods.

      (b)   Upon any Lender's making a claim for compensation under Section 3.01
or 3.04, Avnet may remove or replace such Lender in accordance with Section
9.18.

      3.07  SURVIVAL. All of the Borrowers' obligations under this Article III
shall survive termination of the Aggregate Commitments and repayment of all
other Obligations.

                                   ARTICLE IV.
                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

      4.01  CONDITIONS OF INITIAL CREDIT EXTENSION. The obligation of each
Lender to make its initial Credit Extension hereunder is subject to satisfaction
of the following conditions precedent:

      (a)   Unless waived by all the Lenders (or by the Administrative Agent
with respect to immaterial matters or items specified in clause (iv) below or
opinions in respect of Designated Borrowers under clause (vi) below, with
respect to which Avnet has given assurances satisfactory to the Administrative
Agent that such items shall be delivered promptly and in no event later than 15
days (or with respect to any Arizona tax good standing certificate required to
be delivered pursuant to clause (iv) below, 45 days) following the Closing
Date), the Administrative Agent's receipt of the following, each of which shall
be originals or facsimiles (followed promptly by originals) unless otherwise
specified, each properly executed by a Responsible Officer of the signing Loan
Party, each dated the Closing Date (or, in the case of certificates of
governmental officials, a recent date before the Closing Date) and each in form
and substance satisfactory to the Administrative Agent, the Lenders and their
respective legal counsel:

            (i)   executed counterparts of this Agreement, sufficient in number
      for distribution to the Administrative Agent, each Lender and Avnet;

            (ii)  Loan Notes executed by each Borrower in favor of each Lender
      requesting such a Note, each in a principal amount equal to such Lender's
      Commitment;



                                       36
<PAGE>
            (iii) such certificates of resolutions or other action, incumbency
      certificates and/or other certificates of the secretary or assistant
      secretary of each Loan Party as the Administrative Agent may require to
      establish the identities of and verify the authority and capacity of each
      Responsible Officer thereof authorized to act as a Responsible Officer in
      connection with this Agreement and the other Loan Documents to which such
      Loan Party is a party;

            (iv)  such evidence as the Administrative Agent may reasonably
      require to verify that each Loan Party is duly organized or formed,
      validly existing, in good standing and qualified to engage in business in
      (A) its jurisdiction of organization, (B) the jurisdiction of the location
      of its chief executive offices and (C) each jurisdiction in which the
      failure to so qualify could reasonably be expected to have a material
      adverse effect on the business, financial position or results of
      operations of such Loan Party, including certified copies of each Loan
      Party's Organization Documents, certificates of good standing and/or
      qualification to engage in business and (to the extent generally
      available) tax good standing certificates;

            (v)   a certificate signed by a Responsible Officer of Avnet
      certifying (A) that the conditions specified in Sections 4.02(a) and (b)
      have been satisfied, (B) that there has been no event or circumstance
      since the date of the Audited Financial Statements which has or could be
      reasonably expected to have a material adverse change in or to the
      property, assets, business, condition (financial or otherwise) or
      operations of Avnet and its Consolidated Subsidiaries or the ability of
      any Borrower to perform its respective obligations under the Loan
      Documents to which it is a party, and (C) the current Debt Ratings in
      respect of Long-Term Debt;

            (vi)  an opinion of counsel to Avnet in form and substance
      satisfactory to the Administrative Agent addressing the matters set forth
      on Exhibit G;

            (vii) evidence that (A) all amounts outstanding and owing under the
      Prior Credit Facilities (including all principal, interest, fees and
      expenses) have been or concurrently with the Closing Date are being repaid
      or paid, (B) all commitments of the lenders party to the Prior Credit
      Facilities have been terminated, and (C) all Liens securing obligations
      under the Prior Credit Facilities have been or concurrently with the
      Closing Date are being released; and

            (viii) such other assurances, certificates, documents, consents or
      opinions as the Administrative Agent or the Required Lenders reasonably
      may require.

      (b)   Any fees required to be paid on or before the Closing Date shall
have been paid.

      (c)   Unless waived by the Administrative Agent, Avnet shall have paid all
Attorney Costs of the Administrative Agent and the Arranger to the extent
invoiced prior to or on the Closing Date, plus such additional amounts of
Attorney Costs as shall constitute the Administrative Agent's reasonable
estimate of Attorney Costs incurred or to be incurred by it through the closing
proceedings (provided that such estimate shall not thereafter preclude a final
settling of accounts between Avnet and the Administrative Agent or Avnet and the
Arranger).



                                       37
<PAGE>
      (d)   The Closing Date shall occur on or prior to October 25, 2001.

      4.02  CONDITIONS TO ALL CREDIT EXTENSIONS. The obligation of each Lender
to honor any Loan Notice (other than a Loan Notice requesting only a conversion
of Loans to the other Type or a continuation of Loans as the same Type) is
subject to the following conditions precedent:

      (a)   The representations and warranties of Avnet contained in Article V,
or which are contained in any document furnished at any time under or in
connection herewith, shall be true and correct on and as of the date of such
Credit Extension, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and
correct as of such earlier date.

      (b)   No Default or Event of Default shall exist, or would result from
such proposed Credit Extension.

      (c)   The Administrative Agent shall have received a Loan Notice in
accordance with the requirements hereof.

      (d)   If the applicable Borrower is a Designated Borrower, then the
conditions of Section 9.10 to the designation of such Borrower as a Designated
Borrower shall have been met to the reasonable satisfaction of the
Administrative Agent.

      Each Loan Notice (other than a Loan Notice requesting only a conversion of
Loans to the other Type or a continuation of Loans as the same Type) shall be
deemed to be a representation and warranty that the conditions specified in
Sections 4.02(a) and (b) have been satisfied on and as of the date of the
applicable Credit Extension.

                                   ARTICLE V.
                         REPRESENTATIONS AND WARRANTIES

      Avnet represents and warrants that:

      5.01  CORPORATE EXISTENCE AND POWER. Avnet and each of its Subsidiaries
are corporations duly incorporated, validly existing and in good standing under
the laws of their respective jurisdictions of incorporation or organization and
have all corporate (or equivalent) powers and all material governmental
licenses, authorizations, consents and approvals required to carry on their
respective businesses as now conducted.

      5.02  CORPORATE AND GOVERNMENTAL AUTHORIZATION; NO CONTRAVENTION. The
execution and delivery by each of the Borrowers of this Agreement (and, in the
case of any Designated Borrower, of the applicable Designated Borrower
Certificate) and by the Guarantor of the Guaranty Agreement and the performance
by the Loan Parties of their respective obligations hereunder or thereunder are
within the corporate (or equivalent) power of each such Loan Party, have been
duly authorized by all necessary corporate (or other) action, require no action
by or in respect of, or filing with, any governmental body, agency or official
(except for any such action or filing that has been taken and is in full force
and effect) and do not


                                       38
<PAGE>
contravene, or constitute a default under, any provision of applicable law or
regulation (except such violations not having a material adverse effect on any
Loan Party) or of the Organizational Documents of any Loan Party, or of any
material agreement, judgment, injunction, order, decree or other material
instrument binding upon any Loan Party.

      5.03  BINDING EFFECT. This Agreement constitutes a legal, valid and
binding obligation of each Borrower, enforceable against each such Borrower in
accordance with its terms. The Guaranty Agreement when executed and delivered by
the Guarantor will constitute, a legal, valid and binding obligation of the
Guarantor, enforceable against the Guarantor in accordance with its terms.

      5.04  FINANCIAL INFORMATION. Avnet has furnished the Lenders with its
audited consolidated statement of financial position as of June 29, 2001
together with the related consolidated statement of earnings, cash flows and
stockholders' equity as of June 29, 2001. Such financial statements (including
any related schedules and/or notes) are true and correct in all material
respects (subject, as to interim statements, to changes resulting from audits
and year-end adjustments), have been prepared in accordance with GAAP and show
all liabilities of Avnet and its Consolidated Subsidiaries required to be shown
in accordance with GAAP. The balance sheet of Avnet and its Consolidated
Subsidiaries included with such audited statement of financial position fairly
presents the condition of Avnet and its Consolidated Subsidiaries as at the date
thereof, and the statement of income and statement of cash flows fairly present
the results of the operations and cash flows of Avnet and its Consolidated
Subsidiaries for the periods indicated. Since June 29, 2001, there has been no
material adverse change in or to the property, assets, business, condition
(financial or otherwise) or operations of Avnet and its Consolidated
Subsidiaries or the ability of any Borrower to perform its obligations under
this Agreement.

      5.05  LITIGATION. Except as set forth on Schedule 5.05, there is no
action, suit or proceeding pending against, or to the knowledge of Avnet
threatened against or affecting, Avnet or any of its Subsidiaries before any
court or arbitrator or any governmental body, agency or official in which there
is a reasonable possibility of an adverse decision which would materially
adversely affect the business or the consolidated results of operations of Avnet
and its Subsidiaries, or which in any manner draws into question the validity of
any Loan Document.

      5.06  COMPLIANCE WITH ERISA, TAXES.

      (a)   Except as set forth on Schedule 5.06, each member of the ERISA Group
has fulfilled its obligations in all material respects under the minimum funding
standards of ERISA and the Code with respect to each Plan and is in compliance
in all material respects with the presently applicable provisions of ERISA and
the Code with respect to each Plan. No member of the ERISA Group has (i) sought
a waiver of the minimum funding standard under Section 412 of the Code in
respect of any Plan, (ii) failed to make any contribution or payment to any Plan
or Multiemployer Plan or in respect of any Benefit Arrangement, or made any
amendment to any Plan or Benefit Arrangement, which in either event has resulted
or could reasonably be expected to result in the imposition of a Lien or the
posting of a bond or other security under ERISA or the Code or (iii) incurred
any liability under Title IV of ERISA other than a liability to the PBGC for
premiums or similar items under Section 4007 of ERISA.



                                       39
<PAGE>
      (b)   Avnet and its Subsidiaries have filed all Federal, state and other
material tax returns and reports required to be filed, and have paid all
Federal, state and other material taxes, assessments, fees and other
governmental charges levied or imposed upon them or their properties, income or
assets otherwise due and payable, except those which are being contested in good
faith by appropriate proceedings and for which adequate reserves have been
provided in accordance with GAAP.

      5.07  ENVIRONMENTAL MATTERS. Except as disclosed in public filings made by
Avnet with the Securities and Exchange Commission or except as set forth on
Schedule 5.07:

      (a)   No written notice, notification, demand, request for information,
citation, summons, complaint or order has been issued or filed, no penalty has
been assessed in any material amount and to the best knowledge of Avnet, no
investigation or review is pending or threatened by any governmental or other
entity that could reasonably be expected to result in a material adverse effect
to Avnet and its Subsidiaries taken as a whole, (i) with respect to any alleged
violation of any Environmental Laws in connection with the conduct of Avnet or
any of its Subsidiaries and relating to a Hazardous Substance or (ii) with
respect to any alleged failure to have any permit, certificate, license,
approval, registration or authorization required in connection with the conduct
of Avnet or any of its Subsidiaries relating to a Hazardous Substance or (iii)
with respect to any generation, treatment, storage, recycling, transportation,
disposal, or release (including a release as defined in 42 U.S.C. Section
9601(22)) ("Release") of a Hazardous Substance used by Avnet or any of its
Subsidiaries, which alleged violation, alleged failure to have any required
permit, certificate, license, approval, or registration, or generation,
treatment, storage, recycling, transportation, disposal or release, individually
or in the aggregate, is reasonably likely to result in liability to Avnet and/or
any of its Subsidiaries in excess of $35,000,000 individually or in the
aggregate.

      (b)   (i) To the best of Avnet's knowledge, there has been no Release of a
Hazardous Substance at, on or under any property used in by Avnet or any of its
Subsidiaries or for which Avnet or any of its Subsidiaries would be liable,
which Release, individually or in combination with other such Releases on such
property, is reasonably likely to result in liability to Avnet and/or any of its
Subsidiaries in excess of $35,000,000 individually or in the aggregate; (ii) to
the best of Avnet's knowledge, neither Avnet nor any of its Subsidiaries has,
other than as a generator or in a manner not regulated under the Environmental
Laws, handled any "hazardous waste" (as defined in 42 U.S.C. Section 6903(5)) on
any property used by Avnet or any of its Subsidiaries or for which Avnet or any
of its Subsidiaries would be liable; (iii) to the best of Avnet's knowledge, no
polychlorinated biphenyl ("PCB") in concentrations greater than 50 parts per
million, friable asbestos, or underground storage tank (in use or abandoned) is
at any property used by Avnet or any of its Subsidiaries or for which Avnet or
any of its Subsidiaries would be liable, except for such PCBs, friable asbestos
or underground storage tanks that are not reasonably likely, individually or in
the aggregate, to result in liability to Avnet and/or any of its Subsidiaries in
excess of $35,000,000 individually or in the aggregate; and (iv) to the best of
Avnet's knowledge, no unreported Hazardous Substance is present in a threshold
planning quantity where such quantity has been established pursuant to the
Federal Emergency Planning and Community Right to Know Act of 1986.



                                       40
<PAGE>
         (c) To the best knowledge of Avnet, neither Avnet nor any of its
Subsidiaries has transported or arranged for the transportation (directly or
indirectly) of any Hazardous Substance to any location which is listed or
proposed for listing under the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended ("CERCLA"), the Comprehensive
Environmental Response, Compensation and Liability Information System, as
amended ("CERCLIS"), or on any similar state list or which is the subject of any
federal, state or local enforcement action or other investigation which may lead
to claims for clean-up costs, remedial work, damages to natural resources or for
personal injury claims, including, but not limited to, claims under CERCLA that
are reasonably likely, individually or in the aggregate, to result in liability
to Avnet and/or any of its Subsidiaries in excess of $35,000,000 individually or
in the aggregate.

         (d) No written notification of a Release of a Hazardous Substance has
been filed by or on behalf of Avnet or any of its Subsidiaries or with regard to
a Release not otherwise disclosed in Schedule 5.07, which Release, individually
or in combination with other such Releases, is reasonably likely to result in
liability for Avnet and/or any of its Subsidiaries in excess of $35,000,000
individually or in the aggregate.

         (e) There have been no environmental audits or similar investigations
conducted by or which are in the possession of Avnet or any of its Subsidiaries
in relation to any property used by Avnet or any of its Subsidiaries or for
which Avnet or any of its Subsidiaries would be liable, which identify one or
more environmental liabilities of Avnet and/or any of its Subsidiaries not
otherwise disclosed in Schedule 5.07 and which are reasonably likely to exceed
$35,000,000 individually or in the aggregate.

         5.08 DISCLOSURE. No statement, information, report, representation, or
warranty made by Avnet or any of its Subsidiaries herein or in any document
executed in connection herewith or furnished to the Administrative Agent or any
Lender by or on behalf of any Borrower in connection herewith or any document
executed in connection herewith contains any untrue statement of a material fact
or omits any material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading.

         5.09 SUBSIDIARIES. Set forth on Schedule 5.09 is a complete and
accurate list of all of the Subsidiaries of Avnet as of the Closing Date,
showing as to each such Subsidiary the percentage of the outstanding shares of
each class of capital stock owned (directly or indirectly) by Avnet or any other
Subsidiary of Avnet. All of the outstanding capital stock or other equity
interests of all of such Subsidiaries have been validly issued, are fully paid
and non-assessable and, except as set forth on Schedule 5.09, are owned directly
or indirectly by Avnet or any of its Subsidiaries (other than directors'
qualifying shares or nominee shares which are required for Foreign Subsidiaries
pursuant to local law), as the case may be, free and clear of all Liens other
than a Lien permitted by Section 6.07 hereof. Each corporate Subsidiary of Avnet
is a corporation duly incorporated, validly existing and in good standing under
the laws of its jurisdiction of incorporation and has all corporate powers and
has obtained all material governmental licenses, authorizations, consents and
approvals required to carry on its business as now conducted except for those
whose absence has not had a material adverse effect on such Subsidiary.


                                       41
<PAGE>
         5.10 NOT AN INVESTMENT COMPANY. Neither Avnet nor any of its
Subsidiaries is an "investment company" within the meaning of the Investment
Company Act of 1940, as amended.

         5.11 MARGIN STOCK. Neither Avnet nor any of its Subsidiaries is engaged
in the business of extending credit for the purpose of purchasing or carrying
Margin Stock, and no proceeds of any Loan will be used to purchase or carry any
Margin Stock or to extend credit to others for the purpose of purchasing or
carrying any Margin Stock in violation of Regulation U, Regulation T or
Regulation X.

         5.12 COMPLIANCE WITH LAWS. Except as set forth on Schedule 5.12 or as
previously disclosed in writing to the Lenders, Avnet and each of its
Subsidiaries are in compliance in all material respects with all applicable
laws, rules and regulations, and is not in violation of, or in default under,
any term or provision of any charter, bylaw, mortgage, indenture, agreement,
instrument, statute, rule, regulation, judgment, decree, order, writ or
injunction applicable to it, except for any such violations, defaults or
failures to comply which would not be reasonably be expected, individually or in
the aggregate, to have a material adverse effect on the business, financial
position or results of operations of Avnet and its Subsidiaries taken as a
whole, or on the ability of any Loan Party to perform its obligations under any
Loan Document.

         5.13 NO MATERIAL ADVERSE CHANGE. During the period commencing on June
29, 2001 through and including the Closing Date no event has occurred which has
or would reasonably be likely to have a material adverse effect on the business,
assets, condition (financial or otherwise) or prospects of Avnet and its
Subsidiaries, taken as a whole.

         5.14 ABSENCE OF LIENS AND ENCUMBRANCES. There are no mortgages, deeds
of trust, pledges, liens, security interests or charges or encumbrances
(including liens or retained security titles of conditional vendors) of any
nature whatsoever on any properties or assets of Avnet or any of its
Subsidiaries, except as otherwise permitted under Section 6.07 hereof.

         5.15 DEBT. Other than as set forth in Avnet's financial statements
dated June 29, 2001 and other than any individual item of Debt not exceeding
$15,000,000, there is no Debt of Avnet or any of its Subsidiaries outstanding as
of the Closing Date except as set forth on Schedule 5.15.

         5.16 CONTINGENT LIABILITIES. To the best of Avnet's knowledge after due
inquiry, other than as previously disclosed by Avnet to the Lenders in writing,
there are no material contingent liabilities of Avnet or its Subsidiaries as of
the Closing Date which would be reasonably likely to have a material adverse
effect on the financial condition of Avnet and its Subsidiaries taken as a
whole.

         5.17 INVESTMENTS. Set forth on Schedule 5.17 is a complete and accurate
list as of the Closing Date of all Investments by Avnet or any of its
Subsidiaries in any Person, other than (a) Permitted Investments and (b)
investments by Avnet or any of its Subsidiaries in a Subsidiary.


                                       42
<PAGE>
                                   ARTICLE VI.
                                    COVENANTS

         Avnet hereby covenants and agrees that so long as this Agreement is in
effect and until the Loans, together with interest, fees and other obligations
hereunder, have been paid in full and the Commitments hereunder shall have
terminated, Avnet shall, and shall cause its Subsidiaries to, perform and comply
with the following covenants:

         6.01 INFORMATION. Avnet shall mail or deliver (subject to the last
paragraph of this Section 6.01) to the Administrative Agent and each of the
Lenders:

         (a) as soon as available and in any event within 120 days after the end
of each fiscal year of Avnet, a consolidated balance sheet of Avnet and its
Subsidiaries as of the end of such fiscal year and the related consolidated
statements of income and of cash flows for such fiscal year, setting forth in
each case in comparative form the figures for the previous fiscal year, and,
with respect to such financial information for Avnet and its Subsidiaries, such
consolidated statements shall be audited statements by Arthur Andersen LLP or
other independent public accountants of nationally recognized standing and
containing an unqualified opinion of such accountants;

         (b) as soon as available and in any event within 60 days after the end
of each of the first three Fiscal Quarters of each fiscal year of Avnet, a
consolidated balance sheet of Avnet and its Subsidiaries as of the end of such
quarter and the related consolidated statements of income for such quarter and
for the portion of Avnet's fiscal year ended at the end of such quarter, setting
forth in each case in comparative form the figures for the corresponding quarter
and the corresponding portion of the previous fiscal year, all certified
(subject to normal year-end audit adjustments and the absence of footnotes) as
to fairness of presentation, GAAP and consistency by the chief financial
officer, the chief accounting officer or the treasurer of Avnet;

         (c) simultaneously with the delivery of each set of financial
statements referred to in subsections (a) and (b) of this Section, and on the
Maturity Date, a Compliance Certificate signed by a Responsible Officer of Avnet
(i) stating whether, to the best of such officer's knowledge after due inquiry,
there exists on the date of such certificate any Default or Event of Default
and, if any Default or Event of Default then exists, setting forth the details
thereof and the action that Avnet is taking or proposes to take with respect
thereto, (ii) containing calculations of the financial covenants set forth in
Section 6.11 and the covenant set forth in Section 6.15, (iii) setting forth (A)
the amount contemplated by Section 2.07(c)(ii)(A), and (B) the aggregate amount
of Attributable Indebtedness of any Securitization Subsidiary outstanding as of
the last day of such Fiscal Quarter, and (iv) stating whether, since the date of
the most recent financial statements previously delivered pursuant to subsection
(a) or (b) of this Section, there has been a change in GAAP applied in preparing
the financial statements then being delivered from those applied in preparing
the most recent audited financial statements so delivered which is material to
the financial statements then being delivered;

         (d) simultaneously with the delivery of each set of financial
statements referred to in clause (a) above, a statement of the firm of
independent public accountants which reported on


                                       43
<PAGE>
such statements whether anything has come to their attention to cause them to
believe that any Default under Section 6.11 existed and continued to exist on
the date of such statements;

         (e) within fifteen Business Days after any Responsible Officer obtains
knowledge of any Default, if such Default is then continuing, a certificate of
the treasurer, controller or chief financial officer of Avnet setting forth the
details thereof and the action which Avnet is taking or proposes to take with
respect thereto;

         (f) promptly upon the mailing thereof to the shareholders of Avnet or
any of its Subsidiaries generally, copies of all financial statements, reports
and proxy statements so mailed;

         (g) promptly upon the filing thereof, copies of all registration
statements (other than the exhibits thereto and any registration statements on
Form S-8 or its equivalent) and reports on Forms 10-K, 10-Q and 8-K (or their
equivalents) which Avnet or any of its Subsidiaries shall have filed with the
Securities and Exchange Commission;

         (h) if and when any member of the ERISA Group (i) gives or is required
to give notice to the PBGC of any "reportable event" (as defined in Section 4043
of ERISA) with respect to any Plan which might constitute grounds for a
termination of such Plan under Title IV of ERISA, or knows that the plan
administrator of any Plan has given or is required to give notice of any such
reportable event, a copy of the notice of such reportable event given or
required to be given to the PBGC; (ii) receives notice of the incurrence of
complete or partial withdrawal liability with respect to any Multi-employer Plan
under Title IV of ERISA or notice that any Multi-employer Plan is in
reorganization, is not solvent or has been terminated, a copy of such notice;
(iii) receives notice from the PBGC under Title IV of ERISA of its intent to
terminate, impose liability (other than for premiums under Section 4007 of
ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of
such notice; (iv) applies for a waiver of the minimum funding standard under
Section 412 of the Code, a copy of such application; (v) gives notice of intent
to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and
other information filed with the PBGC; (vi) gives notice of withdrawal from any
Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to
make any payment or contribution to any Plan or Multiemployer Plan or in respect
of any Benefit Arrangement or makes any amendment to any Plan or Benefit
Arrangement which has resulted or could result in the imposition of a Lien or
the posting of a bond or other security under ERISA or the Code, a certificate
of the chief financial officer or the chief accounting officer of Avnet setting
forth details as to such occurrence and action, if any, which Avnet or any
applicable member of the ERISA Group is required or proposes to take;

         (i) as soon as reasonably practicable after any Responsible Officer
obtains knowledge of the commencement of, or of a material threat of the
commencement of, an action, suit or proceeding against Avnet or any of its
Subsidiaries before any court or arbitrator or any governmental body, agency or
official in which there is a reasonable likelihood of an adverse decision which
would after the application of applicable insurance materially and adversely
affect the business, financial position, results of operations or prospects of
Avnet and its Consolidated Subsidiaries, in each case considered as a whole, or
which in any manner questions the validity of any Loan Document, a written
report informing the Lenders in reasonable detail of the nature of such pending
or threatened action, suit or proceeding and will provide such


                                       44
<PAGE>
additional information as may be reasonably requested by the Administrative
Agent at the request of any Lender;

         (j) the commencement of any material litigation or proceeding against
Avnet or any Subsidiary relating to any Environmental Laws; or

         (k) from time to time such additional information regarding the
financial position or business of Avnet and its Subsidiaries, as the
Administrative Agent or any Lender may reasonably request.

Reports required to be delivered pursuant to Sections 6.01(a), (b), (f) (to the
extent any such financial statements, reports or proxy statements are included
in materials otherwise filed with the SEC) or (g) may be delivered
electronically and if so, shall be deemed to have been delivered on the date on
which Avnet posts such reports either: (i) on Avnet's website on the Internet at
the website address listed on Schedule 9.02 hereof; or (ii) when such report is
posted electronically on IntraLinks/IntraAgency or other relevant website
(whether a commercial, third-party website or whether sponsored by the
Administrative Agent), if any, on Avnet's behalf; provided that: (x) Avnet shall
deliver paper copies of such reports to the Administrative Agent or any Lender
who requests Avnet to deliver such paper copies until written request to cease
delivering paper copies is given by the Administrative Agent or such Lender; (y)
Avnet shall notify (which may be by facsimile or electronic mail) the
Administrative Agent and each Lender of the posting of any such reports; and (z)
in every instance Avnet shall provide paper copies of the Compliance
Certificates required by subsection (c) above to the Administrative Agent and
each of the Lenders. Except for such Compliance Certificates, the Administrative
Agent shall have no obligation to request the delivery or to maintain copies of
the reports referred to above, and in any event shall have no responsibility to
monitor compliance by Avnet with any such request for delivery, and each Lender
shall be solely responsible for requesting delivery to it or maintaining its
copies of such reports.

         6.02 PAYMENT OF OBLIGATIONS. Avnet shall pay and discharge, and shall
cause each of its Subsidiaries to pay and discharge, at or before maturity, all
its respective material obligations and liabilities, including, without
limitation, tax liabilities, except where the same may be contested in good
faith or where Avnet or the applicable Subsidiary is requesting an extension in
good faith, and will maintain, and will cause each Subsidiary to maintain, in
accordance with GAAP, appropriate reserves for the accrual of any of the same.

         6.03 MAINTENANCE OF PROPERTY; INSURANCE

         (a) Avnet shall keep, and shall cause each of its Subsidiaries to keep,
all property materially useful and necessary in its business in good working
order and condition, ordinary wear and tear excepted.

         (b) Avnet shall maintain, and shall cause each of its Subsidiaries to
maintain, with financially sound and responsible insurance companies or through
self-insurance, insurance on all their respective properties in at least such
amounts and against such risks (and with such risk retention) as are usually
insured against in the same general area by companies of established repute
engaged in the same or a similar business; and will furnish to the Lenders, upon
request


                                       45
<PAGE>
from the Administrative Agent, information presented in reasonable detail as to
the insurance so carried.

         6.04 CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE. Avnet will
continue and will cause each Subsidiary (other than a Subsidiary which is a
Non-Core Subsidiary) and each division (other than a division which is a
Non-Core Division) to continue, to engage in business of the same general type
as now conducted by Avnet and each of its Subsidiaries and each of its
divisions, and will preserve, renew and keep in full force and effect, and will
cause each of its Subsidiaries (other than a Subsidiary which is a Non-Core
Subsidiary) to preserve, renew and keep in full force and effect their
respective corporate existences and, except for any such rights, privileges and
franchises the failure to preserve which would not in the aggregate have a
material adverse effect on Avnet and its Subsidiaries taken as a whole or the
ability of any Loan Party to perform any of its obligations under any Loan
Document; provided that nothing in this Section 6.04 shall prohibit (a) (i) the
merger of a Subsidiary of Avnet into Avnet, (ii) the merger of any Designated
Borrower into another Designated Borrower or (iii) the merger or consolidation
of any Subsidiary of Avnet which is not a Designated Borrower with or into
another Person if (A) the corporation surviving such consolidation or merger is
a Wholly-Owned Consolidated Subsidiary of Avnet, (B) in respect of any such
merger involving a Designated Borrower, such Designated Borrower is the
surviving entity and (C) such merger or consolidation is not prohibited by
Section 6.14(h); provided that, in each case (i), (ii) and (iii), after giving
effect to any such merger or consolidation, no Default or Event of Default shall
have occurred and be continuing and (b) the termination of the corporate (or
equivalent) existence of any Subsidiary of Avnet that is not a Designated
Borrower or the discontinuation or alteration of any line of business of Avnet
or any of its Subsidiaries if Avnet in good faith determines that such
termination or alteration is in the best interest of Avnet or such Subsidiary,
as the case may be, and if such termination or alteration is not materially
disadvantageous to the Lenders.

         6.05 COMPLIANCE WITH LAWS. Avnet shall comply, and cause each of its
Subsidiaries to comply, in all material respects with all applicable laws,
ordinances, rules, regulations, and requirements of Governmental Authorities
(including, without limitation, Environmental Laws and ERISA and the rules and
regulations thereunder) the failure to comply with which would have a material
adverse effect on Avnet and its Subsidiaries taken as a whole or the ability of
any Loan Party to perform any of its obligations under any Loan Document, except
where the necessity of compliance therewith is contested in good faith.

         6.06 INSPECTION OF PROPERTY, BOOKS AND RECORDS. Avnet shall keep, and
shall cause each of its Subsidiaries to keep, proper books of record and account
in which full, true and correct entries shall be made of all dealings and
transactions in relation to its business and activities; and, except to the
extent prohibited by applicable law, rule, regulations or orders, will permit,
and will cause each of its Subsidiaries to permit, representatives of any Lender
at such Lender's expense to visit and inspect any of its respective properties,
to examine and make abstracts from any of its respective books and records and
to discuss its respective affairs, finances and accounts with its respective
officers, employees and independent public accountants, all at such reasonable
times and as often as may reasonably be desired.


                                       46
<PAGE>
         6.07 NEGATIVE PLEDGE. Avnet shall not nor will it permit any of its
Subsidiaries to create, assume or suffer to exist any Lien on any asset
(including revenues) now owned or hereafter acquired by it, except:

         (a) Liens existing on the date of this Agreement securing Debt
outstanding on such date and, in the case of any individual item of such secured
Debt exceeding $15,000,000, as set forth in the Audited Financial Statements or
as set forth on Schedule 6.07;

         (b) any Lien on any fixed asset securing Debt incurred or assumed for
the purpose of financing all or any part of the cost of acquiring such asset;
provided that such Lien attached to such asset concurrently with or within 90
days after the acquisition thereof;

         (c) Liens on inventory acquired in the ordinary course of business to
secure the purchase price of such inventory or to secure indebtedness incurred
solely for the purpose of financing the acquisition of such inventory;

         (d) carriers', warehousemen's, mechanics', landlords', materialmen's,
repairmen's or other like Liens arising in the ordinary course of business and
which are not overdue for a period of more than 30 days or which are being
contested in good faith;

         (e) Liens for taxes, assessments or other governmental charges not yet
due or which are being contested in good faith;

         (f) Liens imposed by law on pledges or deposits in connection with
workmen's compensation, unemployment insurance and other social security
legislation (other than ERISA) which do not interfere with or adversely affect
in any material respect the ordinary conduct of the business of Avnet or any of
its Subsidiaries;

         (g) deposits to secure the performance of bids, tenders, trade or
government contracts (other than for borrowed money), leases, licenses,
statutory obligations, surety bonds (other than in relation to judgments),
performance bonds and other obligations of a like nature incurred in the
ordinary course of business;

         (h) easements, right-of-way, zoning and similar restrictions and other
encumbrances or title defects incurred, or leases or subleases granted to
others, in the ordinary course of business, which do not interfere with or
adversely affect in any material respect the ordinary conduct of the business of
Avnet and its Subsidiaries taken as a whole;

         (i) any Lien arising out of the refinancing, extension, renewal or
refunding of any Debt secured by any Lien, to the extent such Lien is permitted
by any of the foregoing clauses of this Section; provided that such Debt is not
increased and is not secured by any additional assets;

         (j) the interest of a purchaser of Permitted Receivables acquired
pursuant to, or any Lien on the assets of a Securitization Subsidiary granted
pursuant to, one or more Permitted Securitizations resulting in Attributable
Indebtedness in an aggregate amount not exceeding $750,000,000 at any one time
for all such Permitted Securitizations together;


                                       47
<PAGE>
         (k) Liens incurred in connection with the "Cash Collateralization" of
any "L/C Obligations," as such terms are defined in the Multi-Year Credit
Agreement; and

         (l) other Liens (other than Liens incurred in connection with a
Permitted Securitization); provided that the aggregate amount of Debt secured by
all such Liens together shall not exceed $75,000,000 at any time.

         6.08 CONSOLIDATIONS, MERGERS AND SALES OF ASSETS.

         (a) Avnet shall not, nor shall it permit any of its Subsidiaries to,
consolidate or merge with or into any other Person except as permitted in
accordance with Section 6.04 and except for the merger of any Person into Avnet,
provided that (i) Avnet is the surviving entity and (ii) after giving effect
thereto, no Default or Event of Default shall have occurred and be continuing.

         (b) Avnet shall not, nor shall it permit any of its Subsidiaries to,
make any Asset Sale, except a sale or transfer of Permitted Receivables pursuant
to one or more Permitted Securitizations resulting in Attributable Indebtedness
in an aggregate amount not exceeding $750,000,000 at any one time for all such
Permitted Securitizations together.

         6.09 USE OF PROCEEDS. Avnet shall, and shall cause each other Borrower
to, use the proceeds of the Loans made to such Borrower to finance the general
corporate purposes of such Borrower (including back-up of commercial paper and
acquisitions otherwise permitted hereunder).

         6.10 ORGANIZATIONAL DOCUMENTS. Subject to changes otherwise expressly
permitted hereunder (including any permitted dissolutions pursuant to this
Agreement), Avnet shall not, nor shall it permit any of its Subsidiaries to,
amend its Organizational Documents in any manner which reasonably could
adversely affect the rights of the Lenders under any Loan Document or their
ability to enforce the same.

         6.11 FINANCIAL COVENANTS.

         (a) Minimum Interest Coverage Ratio. Avnet and its Subsidiaries shall
maintain, as of the end of each Fiscal Quarter set forth below (commencing with
the Fiscal Quarter ending nearest September 30, 2001), a ratio of EBITDA to
Interest Expense (computed for the four Fiscal Quarter period then ending) of no
less than the correlative ratios set forth below:

<TABLE>
<CAPTION>
                QUARTERLY PERIOD                       MINIMUM INTEREST COVERAGE RATIO
<S>                                                    <C>
Fiscal Quarter ending nearest September 30, 2001                1.75 to 1.00
Fiscal Quarter ending nearest December 31, 2001                 1.75 to 1.00
Fiscal Quarter ending nearest March 31, 2002                    1.75 to 1.00
Fiscal Quarter ending nearest June 30, 2002                     2.00 to 1.00
Fiscal Quarter ending nearest September 30, 2002                2.25 to 1.00
</TABLE>


                                       48
<PAGE>
<TABLE>
<S>                                                    <C>
Fiscal Quarter ending nearest December 31, 2002                 2.50 to 1.00
Fiscal Quarter ending nearest March 31, 2003                    2.75 to 1.00
Fiscal Quarter ending nearest June 30, 2003                     3.00 to 1.00
Fiscal Quarter ending nearest September 30, 2003                3.25 to 1.00
Fiscal Quarter ending nearest December 31, 2003
  and thereafter                                                3.50 to 1.00
</TABLE>

         (b) Minimum Net Worth. Avnet and its Subsidiaries on a consolidated
basis shall maintain as of the end of each Fiscal Quarter (commencing with the
Fiscal Quarter ending nearest September 30, 2001) Net Worth not less than the
sum of (i) an amount equal to 85% of Net Worth as of the last day of the Fiscal
Quarter ended nearest June 30, 2001 plus (ii) 50% of positive Net Income
(without deduction for loss) for each Fiscal Quarter ending subsequent to the
Fiscal Quarter ended nearest June 30, 2001 plus (iii) 50% of any increase in
shareholders' equity (as determined in accordance with GAAP) resulting from any
issuance of capital stock from and after the last day of the Fiscal Quarter
ended nearest June 30, 2001.

         (c) Maximum Leverage Ratio. Avnet and its Subsidiaries shall not permit
the Leverage Ratio at any time to be greater than 55%.

         6.12 LIMITATIONS ON FUNDED DEBT. Avnet shall not, nor shall it permit
any of its Subsidiaries to, incur any Funded Debt unless (a) at the time such
Funded Debt is incurred, no Default or Event of Default exists and (b) after
giving effect to the incurrence of such Funded Debt on a pro forma basis as if
such Funded Debt had been incurred on the first day of the four Fiscal Quarter
period most recently ended, each of the covenants in Section 6.11 shall be
satisfied.

         6.13 PARI PASSU. All the payment obligations of each Borrower arising
under or pursuant to this Agreement will at all times rank pari passu with all
other unsecured and unsubordinated payment obligations and liabilities
(including contingent obligations and liabilities) of such Borrower (other than
those which are mandatorily preferred by laws or regulations of general
application).

         6.14 INVESTMENTS. Avnet shall not, nor shall it permit any of its
Subsidiaries to, acquire or hold any Investments other than:

         (a) Investments existing on the date hereof and listed on Schedule
5.17;

         (b) Permitted Investments;

         (c) advances to officers, directors and employees of Avnet and its
Subsidiaries in an aggregate amount not to exceed $2,500,000 at any time
outstanding, for travel, entertainment, relocation and analogous ordinary
business purposes;

         (d) Investments of any Subsidiary in Avnet or another Subsidiary;


                                       49
<PAGE>
         (e) Investments consisting of extensions of credit in the nature of
accounts receivable or notes receivable arising from the sale or lease of goods
or services in the ordinary course of business, and Investments received in
satisfaction or partial satisfaction thereof from financially troubled account
debtors to the extent reasonably necessary in order to prevent or limit loss;

         (f) servicer advances made pursuant to one or more Permitted
Securitizations, each for a term not exceeding three months, not to exceed
$750,000,000 in the aggregate at any time for all such advances then outstanding
and undertaken pursuant to one or more Permitted Securitizations;

         (g) investments in a Securitization Subsidiary pursuant to one or more
Permitted Securitizations resulting in Attributable Indebtedness in an aggregate
amount not exceeding $750,000,000 at any one time for all such Permitted
Securitizations together;

         (h) acquisitions of all or substantially all of the assets or business
of any other Person engaged in the same or similar business as Avnet, or of a
division of a Person engaged in such a business, or of ownership or control of
at least a majority of all the Voting Stock of such a Person (together, an
"Acquisition"); provided that (i) no Default or Event of Default exists or would
exist before or after giving effect to such Acquisition, (ii) the board of
directors or other governing body of such Person whose property or Voting Stock
is being so acquired has approved the terms of such Acquisition, (iii) on or
before 20 days prior to consummation of such Acquisition, Avnet can demonstrate
to the Lenders that (on a pro forma basis as to the financial covenants set
forth in Section 6.11, as set forth in a Compliance Certificate signed by a
Responsible Officer of Avnet and delivered to the Administrative Agent) after
giving effect to such Acquisition it will continue to comply through the term of
this Agreement with all the terms and conditions of each Loan Document, (iv)
total cash consideration (including deferred payments) paid or payable by Avnet
and its Subsidiaries in connection with any and all Acquisitions consummated
after the Closing Date does not exceed together in the aggregate (A)
$150,000,000 for all such Acquisitions consummated during the four Fiscal
Quarter period commencing on or about October 1, 2001, (B) $250,000,000 for all
such Acquisitions consummated during the four Fiscal Quarter period commencing
on or about October 1, 2002, and (C) $350,000,000 for all such Acquisitions
consummated thereafter, and (v) Avnet has provided to the Administrative Agent
and the Lenders such financial and other information regarding the Person whose
property or Voting Stock is being so acquired, including historical financial
statements, and a description of such Person, as the Administrative Agent or the
Required Lenders has reasonably requested;

         (i) Investments of Avnet in any Subsidiary, provided that any such
Investment shall not be undertaken in contemplation of or for the purpose of
consummating an Acquisition, except to the extent otherwise permitted by
subsection (h) above;

         (j) Investments constituting obligations or entitlements (contingent or
otherwise) of Avnet or any of its Subsidiaries existing or arising under any
rate swap, basis swap, forward rate transaction, equity or equity index swap or
option, bond, note or bill option, interest rate option, forward foreign
exchange transaction, cap, collar or floor transaction, currency swap,
cross-currency rate swap, swaption, currency option, or any other, similar
transaction (including any option to enter into any of the foregoing) that is
entered into by such Person in the ordinary


                                       50
<PAGE>
course of business for the purpose of directly mitigating risks associated with
liabilities, commitments or assets held, or reasonably anticipated, by such
Person, or changes in the value of securities issued by such Person in
conjunction with a securities repurchase program not otherwise prohibited
hereunder, and not for purposes of speculation or taking a "market view" (each,
a "Permitted Hedge Transaction"); and

         (k) Investments not otherwise permitted hereunder and not constituting
Acquisitions, provided that the aggregate amount of such other Investments made
during any four consecutive Fiscal Quarters shall not exceed $50,000,000 for all
such Investments together.

         6.15 CAPITAL EXPENDITURES. Avnet shall not, nor shall it permit any of
its Subsidiaries to, make or become legally obligated to make any expenditure in
respect of the purchase or other acquisition of any fixed or capital asset
(excluding normal replacements and maintenance which are properly charged to
current operations), except for capital expenditures made in the ordinary course
of business and not exceeding (a) $150,000,000 in the aggregate for all such
capital expenditures together during any four consecutive Fiscal Quarter period
ending on or prior to the last day of the Fiscal Quarter ending nearest June 30,
2002, or (b) $160,000,000 in the aggregate for all such capital expenditures
together during any four consecutive Fiscal Quarter period ending on or after
September 30, 2002; provided that Avnet and its Subsidiaries may make or become
legally obligated to make capital expenditures in the ordinary course of
business not exceeding (x) $225,000,000 in the aggregate for all such capital
expenditures together during any four consecutive Fiscal Quarter period as of
the last day of which Avnet has maintained a ratio of EBITDA to Interest Expense
(computed for the four Fiscal Quarter period then ending) equaling or exceeding
3.50 to 1.00, or (y) $300,000,000 in the aggregate for all such capital
expenditures together during any four consecutive Fiscal Quarter period as of
the last day of which Avnet has maintained a ratio of EBITDA to Interest Expense
(computed for the four Fiscal Quarter period then ending) equaling or exceeding
4.00 to 1.00.

                                  ARTICLE VII.
                                EVENTS OF DEFAULT

         7.01 EVENTS OF DEFAULT. The occurrence of any of the following events
shall constitute an event of default hereunder (individually, an "Event of
Default" and, collectively, the "Events of Default"):

         (a) Any Borrower shall fail to pay (i) when due any principal of any
Loan taken by such Borrower or (ii) within five days after the same shall become
due, any interest on any Loan taken by such Borrower or any fees or any other
amount payable by such Borrower hereunder;

         (b) Any Borrower shall fail to observe or perform any covenant
contained in Section 6.01 hereof (other than in Section 6.01(f) hereof) for 15
days after written notice of such failure shall have been given to Avnet by the
Administrative Agent or any Lender;

         (c) Any Borrower shall fail to observe or perform any covenant
contained in Sections 6.01(f), 6.07, 6.08, 6.09, 6.11 and 6.12 hereof;


                                       51
<PAGE>
         (d) Any Borrower shall fail to observe or perform any covenant or
agreement contained in this Agreement (other than those covered by clause (a),
(b) or (c) above) for 30 days after written notice of such failure shall have
been given to Avnet by the Administrative Agent or any Lender;

         (e) Any representation, warranty, certification or statement made or
deemed made by (i) any Borrower in this Agreement or in any certificate,
financial statement or other document delivered pursuant hereto or (ii) by the
Guarantor in the Guaranty Agreement, shall prove to have been incorrect in any
material respect when made (or deemed made);

         (f) Any Borrower or any Material Subsidiary shall fail to make any
payment (including an interest payment) when due or within any applicable grace
period in respect of any Debt or obligation in excess of $35,000,000;

         (g) Any event or condition shall occur which (i) results in the
acceleration of the maturity of any Debt or obligation of any Borrower or any
Material Subsidiary in excess of $35,000,000 or (ii) enables the Person to whom
any such Debt or obligation is owed, or any Person acting on such Person's
behalf, to accelerate the maturity thereof;

         (h) Any Borrower shall commence a voluntary case or other proceeding
seeking liquidation, reorganization or other relief with respect to itself or
its debts under any Debtor Relief Laws now or hereafter in effect or seeking the
appointment of a trustee, receiver, liquidator, custodian or other similar
official of it or any substantial part of its property, or shall consent to any
such relief or to the appointment of or taking possession by any such official
in an involuntary case or other proceeding commenced against it, or shall make a
general assignment for the benefit of creditors, or shall fail generally to pay
its debts as they become due, or shall take any corporate action to authorize
any of the foregoing;

         (i) An involuntary case or other proceeding shall be commenced against
any Borrower seeking liquidation, reorganization or other relief with respect to
it or its debts under any Debtor Relief Law now or hereafter in effect or
seeking the appointment of a trustee, receiver, liquidator, custodian or other
similar official of it or any substantial part of its property, and such
involuntary case or other proceeding shall remain undismissed and unstayed for a
period of 60 days; or an order for relief shall be entered against any Borrower
under the federal bankruptcy laws as now or hereafter in effect;

         (j) Any Borrower shall admit its inability to pay its debts as and when
they fall due, or convenes a meeting of its creditors for the purpose of
proposing, or otherwise proposes or enters into, any composition or arrangement
with its creditors or any group or class thereof, or anything analogous to, or
having a substantially similar effect to, any of the events specified in this
subsection (j) or in subsections (h) or (i) above occurs in any jurisdiction;

         (k) This Agreement or any document executed in connection herewith, at
any time after its execution and delivery and for any reason other than the
agreement of all the Lenders or satisfaction in full of all obligations incurred
hereby or in connection herewith, ceases to be in full force and effect, or is
declared by a court of competent jurisdiction to be null and void, invalid or
unenforceable in any respect; or any Loan Party denies that it has any or
further


                                       52
<PAGE>
liability or obligation under this Agreement or any document executed in
connection herewith, or purports to revoke, terminate or rescind this Agreement
or any document executed in connection herewith; or

         (l) The occurrence of any of the following events with respect to any
Material Subsidiary that is not a Designated Borrower and the same shall not
have been cured or otherwise remedied to the satisfaction of the Required
Lenders within 10 days:

                  (i) Any such Person shall commence a voluntary case or other
         proceeding seeking liquidation, reorganization or other relief with
         respect to itself or its debts under any Debtor Relief Laws now or
         hereafter in effect or seeking the appointment of a trustee, receiver,
         liquidator, custodian or other similar official of it or any
         substantial part of its property, or shall consent to any such relief
         or to the appointment of or taking possession by any such official in
         an involuntary case or other proceeding commenced against it, or shall
         make a general assignment for the benefit of creditors, or shall fail
         generally to pay its debts as they become due, or shall take any
         corporate action to authorize any of the foregoing;

                  (ii) An involuntary case or other proceeding shall be
         commenced against any such Person seeking liquidation, reorganization
         or other relief with respect to it or its debts under any Debtor Relief
         Laws now or hereafter in effect or seeking the appointment of a
         trustee, receiver, liquidator, custodian or other similar official of
         it or any substantial part of its property, and such involuntary case
         or other proceeding shall remain undismissed and unstayed for a period
         of 60 days; or an order for relief shall be entered against any such
         Person under the federal bankruptcy laws as now or hereafter in effect;
         or

                  (iii) Any such Person shall admit its inability to pay its
         debts as and when they fall due, or convenes a meeting of its creditors
         for the purpose of proposing, or otherwise proposes or enters into, any
         composition or arrangement with its creditors or any group or class
         thereof, or anything analogous to, or having a substantially similar
         effect to, any of the events specified in this clause (iii) or in
         clause (i) or (ii) above occurs in any jurisdiction;

         (m) Any member of the ERISA Group shall fail to pay when due an amount
or amounts aggregating in excess of $50,000,000 which it shall have become
liable to pay under Title IV of ERISA; or notice of intent to terminate any Plan
which is then a Material Plan shall be filed under Title IV of ERISA by any
member of the ERISA Group, any plan administrator or any combination of the
foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to
terminate, to impose liability (other than for premiums under Section 4007 of
ERISA) in respect of, or to cause a trustee to be appointed to administer any
Plan which is then a Material Plan; or a condition shall exist by reason of
which the PBGC would be entitled to obtain a decree adjudicating that any Plan
which is then a Material Plan must be terminated; or there shall occur a
complete or partial withdrawal from, or a default, within the meaning of Section
4219(c)(5) of ERISA, with respect to, one or more Multi-employer Plans which
could cause one or more members of the ERISA Group to incur a current payment
obligation, that is, an obligation or series of obligations payable within 12
months, in excess of $50,000,000;


                                       53
<PAGE>
         (n) An uninsured judgment or order for the payment of money in excess
of $50,000,000 shall be rendered against Avnet or any of its Subsidiaries and
such judgment or order shall continue unsatisfied and unstayed for a period of
30 days;

         (o) There occurs a Change of Control; or

         (p) The guaranty given by the Guarantor pursuant to the Guaranty
Agreement shall cease to be in full force and effect at any time, or the
Guarantor or any Person acting for or on behalf of the Guarantor shall deny or
disaffirm the Guarantor's obligations under the Guaranty Agreement.

         7.02 REMEDIES UPON EVENT OF DEFAULT. If any Event of Default occurs,
the Administrative Agent shall, at the request of, or may, with the consent of,
the Required Lenders,

         (a) declare the commitment of each Lender to make Loans to be
terminated, whereupon such commitments and obligation shall be terminated;

         (b) declare the unpaid principal amount of all outstanding Loans, all
interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable,
without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived by each Borrower; and

         (c) exercise on behalf of itself and the Lenders all rights and
remedies available to it and the Lenders under the Loan Documents or applicable
law;

provided, however, that upon the occurrence of any event specified in subsection
(h) of (i) of Section 7.01, the obligation of each Lender to make Loans shall
automatically terminate and the unpaid principal amount of all outstanding Loans
and all interest and other amounts as aforesaid shall automatically become due
and payable, in each case, without further act of the Administrative Agent or
any Lender.

                                 ARTICLE VIII.
                              ADMINISTRATIVE AGENT

         8.01 APPOINTMENT AND AUTHORIZATION OF ADMINISTRATIVE AGENT. Each Lender
hereby irrevocably appoints, designates and authorizes the Administrative Agent
to take such action on its behalf under the provisions of this Agreement and
each other Loan Document and to exercise such powers and perform such duties as
are expressly delegated to it by the terms of this Agreement or any other Loan
Document, together with such powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary contained elsewhere herein or in
any other Loan Document, the Administrative Agent shall not have any duties or
responsibilities, except those expressly set forth herein, nor shall the
Administrative Agent have or be deemed to have any fiduciary relationship with
any Lender or participant, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the
Administrative Agent. Without limiting the generality of the foregoing sentence,
the use of the term "agent" herein and in the other Loan Documents with
reference to the Administrative Agent is not intended to


                                       54
<PAGE>
connote any fiduciary or other implied (or express) obligations arising under
agency doctrine of any applicable law. Instead, such term is used merely as a
matter of market custom, and is intended to create or reflect only an
administrative relationship between independent contracting parties.

         8.02 DELEGATION OF DUTIES. The Administrative Agent may execute any of
its duties under this Agreement or any other Loan Document by or through agents,
employees or attorneys-in-fact and shall be entitled to advice of counsel and
other consultants or experts concerning all matters pertaining to such duties.
The Administrative Agent shall not be responsible for the negligence or
misconduct of any agent or attorney-in-fact that it selects in the absence of
gross negligence or willful misconduct.

         8.03 LIABILITY OF ADMINISTRATIVE AGENT. No Agent-Related Person shall
(a) be liable for any action taken or omitted to be taken by any of them under
or in connection with this Agreement or any other Loan Document or the
transactions contemplated hereby (except for its own gross negligence or willful
misconduct in connection with its duties expressly set forth herein), or (b) be
responsible in any manner to any Lender or participant for any recital,
statement, representation or warranty made by any Loan Party or any officer
thereof, contained herein or in any other Loan Document, or in any certificate,
report, statement or other document referred to or provided for in, or received
by the Administrative Agent under or in connection with, this Agreement or any
other Loan Document, or the validity, effectiveness, genuineness, enforceability
or sufficiency of this Agreement or any other Loan Document, or for any failure
of any Loan Party or any other party to any Loan Document to perform its
obligations hereunder or thereunder. No Agent-Related Person shall be under any
obligation to any Lender or participant to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the properties,
books or records of any Loan Party or any Affiliate thereof.

         8.04 RELIANCE BY ADMINISTRATIVE AGENT.

         (a) The Administrative Agent shall be entitled to rely, and shall be
fully protected in relying, upon any writing, communication, signature,
resolution, representation, notice, consent, certificate, affidavit, letter,
telegram, facsimile, telex or telephone message, statement or other document or
conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons, and upon advice and statements of
legal counsel (including counsel to any Loan Party), independent accountants and
other experts selected by the Administrative Agent. The Administrative Agent
shall be fully justified in failing or refusing to take any action under any
Loan Document unless it shall first receive such advice or concurrence of the
Required Lenders as it deems appropriate and, if it so requests, it shall first
be indemnified to its satisfaction by the Lenders against any and all liability
and expense which may be incurred by it by reason of taking or continuing to
take any such action. The Administrative Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement or any
other Loan Document in accordance with a request or consent of the Required
Lenders or all the Lenders, if required hereunder, and such request and any
action taken or failure to act pursuant thereto shall be binding upon all the
Lenders and participants. Where this Agreement expressly permits or prohibits an
action unless the Required Lenders otherwise determine, the


                                       55
<PAGE>
Administrative Agent shall, and in all other instances, the Administrative Agent
may, but shall not be required to, initiate any solicitation for the consent or
a vote of the Lenders.

         (b) For purposes of determining compliance with the conditions
specified in Section 4.01, each Lender that has signed this Agreement shall be
deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter either sent by the Administrative Agent to such Lender
for consent, approval, acceptance or satisfaction, or required thereunder to be
consented to or approved by or acceptable or satisfactory to a Lender.

         8.05 NOTICE OF DEFAULT. The Administrative Agent shall not be deemed to
have knowledge or notice of the occurrence of any Default or Event of Default,
except with respect to defaults in the payment of principal, interest and fees
required to be paid to the Administrative Agent for the account of the Lenders,
unless the Administrative Agent shall have received written notice from a Lender
or Avnet referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default." The
Administrative Agent will notify the Lenders of its receipt of any such notice.
The Administrative Agent shall take such action with respect to such Default or
Event of Default as may be directed by the Required Lenders in accordance with
Article VII; provided, however, that unless and until the Administrative Agent
has received any such direction, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable or in the best
interest of the Lenders.

         8.06 CREDIT DECISION; DISCLOSURE OF INFORMATION BY ADMINISTRATIVE
AGENT. Each Lender acknowledges that no Agent-Related Person has made any
representation or warranty to it, and that no act by the Administrative Agent
hereafter taken, including any consent to and acceptance of any assignment or
review of the affairs of any Loan Party or any Affiliate thereof, shall be
deemed to constitute any representation or warranty by any Agent-Related Person
to any Lender as to any matter, including whether Agent-Related Persons have
disclosed material information in their possession. Each Lender represents to
the Administrative Agent that it has, independently and without reliance upon
any Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Loan Parties and their respective Subsidiaries, and all
applicable bank or other regulatory Laws relating to the transactions
contemplated hereby, and made its own decision to enter into this Agreement and
to extend credit to the Borrowers hereunder. Each Lender also represents that it
will, independently and without reliance upon any Agent-Related Person and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement and the other Loan Documents, and to make
such investigations as it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition and
creditworthiness of the Borrowers. Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the
Administrative Agent herein, the Administrative Agent shall not have any duty or
responsibility to provide any Lender with any credit or other information
concerning the business, prospects, operations, property, financial and other
condition or creditworthiness of any of the Loan Parties or any of their
respective Affiliates which may come into the possession of any Agent-Related
Person.


                                       56
<PAGE>
         8.07 INDEMNIFICATION OF ADMINISTRATIVE AGENT. Whether or not the
transactions contemplated hereby are consummated, the Lenders shall indemnify
upon demand each Agent-Related Person (to the extent not reimbursed by or on
behalf of any Loan Party and without limiting the obligation of any Loan Party
to do so), pro rata, and hold harmless each Agent-Related Person from and
against any and all Indemnified Liabilities incurred by it; provided, however,
that no Lender shall be liable for the payment to any Agent-Related Person of
any portion of such Indemnified Liabilities to the extent determined in a final,
nonappealable judgment by a court of competent jurisdiction to have been caused
primarily by such Person's own gross negligence or willful misconduct; provided,
however, that no action taken in accordance with the directions of the Required
Lenders shall be deemed to constitute gross negligence or willful misconduct for
purposes of this Section. Without limitation of the foregoing, each Lender shall
reimburse the Administrative Agent upon demand for its ratable share of any
costs or out-of-pocket expenses (including Attorney Costs and costs and expenses
in connection with the use of IntraLinks, Inc. or other similar information
transmission systems in connection with this Agreement) incurred by the
Administrative Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Agreement, any other Loan Document, or
any document contemplated by or referred to herein, to the extent that the
Administrative Agent is not reimbursed for such expenses by or on behalf of the
Borrowers. The undertaking in this Section shall survive termination of the
Aggregate Commitments, the payment of all Obligations hereunder and the
resignation or replacement of the Administrative Agent.

         8.08 ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY. Bank of America
and its Affiliates may make loans to, issue letters of credit for the account
of, accept deposits from, acquire equity interests in and generally engage in
any kind of banking, trust, financial advisory, underwriting or other business
with each of the Loan Parties and their respective Affiliates as though Bank of
America were not the Administrative Agent hereunder and without notice to or
consent of the Lenders. The Lenders acknowledge that, pursuant to such
activities, Bank of America or its Affiliates may receive information regarding
any Loan Party or its Affiliates (including information that may be subject to
confidentiality obligations in favor of such Loan Party or such Affiliate) and
acknowledge that the Administrative Agent shall be under no obligation to
provide such information to them. With respect to its Loans, Bank of America
shall have the same rights and powers under this Agreement as any other Lender
and may exercise such rights and powers as though it were not the Administrative
Agent, and the terms "Lender" and "Lenders" include Bank of America in its
individual capacity.

         8.09 SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent may
resign as Administrative Agent upon 30 days' notice to the Lenders. If the
Administrative Agent resigns under this Agreement, the Required Lenders shall
appoint from among the Lenders a successor administrative agent for the Lenders
which successor administrative agent shall be consented to by Avnet at all times
other than during the existence of an Event of Default (which consent of Avnet
shall not be unreasonably withheld or delayed). If no successor administrative
agent is appointed prior to the effective date of the resignation of the
Administrative Agent, the Administrative Agent may appoint, after consulting
with the Lenders and Avnet, a successor administrative agent from among the
Lenders. Upon the acceptance of its appointment as successor administrative
agent hereunder, the Person acting as such successor administrative


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agent shall succeed to all the rights, powers and duties of the retiring
Administrative Agent and the term "Administrative Agent" shall mean such
successor administrative agent, and the retiring Administrative Agent's
appointment, powers and duties as Administrative Agent shall be terminated
(provided that the retiring Administrative Agent shall retain all rights then
existing under Sections 8.07 and 9.05), without any other or further act or deed
on the part of any other Lender. Notwithstanding the foregoing, after any
retiring Administrative Agent's resignation hereunder as Administrative Agent,
the provisions of this Article VIII and Sections 9.04 and 9.05 shall inure to
its benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement. If no successor administrative agent
has accepted appointment as Administrative Agent by the date which is 30 days
following a retiring Administrative Agent's notice of resignation, the retiring
Administrative Agent's resignation shall nevertheless thereupon become effective
and the Lenders shall perform all of the duties of the Administrative Agent
hereunder until such time, if any, as the Required Lenders appoint a successor
agent as provided for above.

         8.10 OTHER AGENTS; LEAD MANAGERS. None of the Lenders identified on the
facing page or signature pages of this Agreement as a "syndication agent,"
"documentation agent," "co-agent" or "lead manager" shall have any right, power,
obligation, liability, responsibility or duty under this Agreement other than
those applicable to all Lenders as such. Without limiting the foregoing, none of
the Lenders so identified shall have or be deemed to have any fiduciary
relationship with any Lender. Each Lender acknowledges that it has not relied,
and will not rely, on any of the Lenders so identified in deciding to enter into
this Agreement or in taking or not taking action hereunder.

                                  ARTICLE IX.
                                  MISCELLANEOUS

         9.01 AMENDMENTS, ETC. No amendment or waiver of any provision of this
Agreement or any other Loan Document, and no consent to any departure by Avnet
or any other Loan Party therefrom, shall be effective unless in writing signed
by the Required Lenders and Avnet or the applicable Loan Party, as the case may
be, and acknowledged by the Administrative Agent, and each such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given; provided, however, that no such amendment, waiver or
consent shall, unless in writing and signed by each Lender and by Avnet, and
acknowledged by the Administrative Agent, do any of the following:

         (a) extend or increase the Commitment of any Lender (or reinstate any
Commitment terminated pursuant to Section 2.04), except for any such increase or
extension made in accordance with Section 2.12 or 2.13;

         (b) postpone any date fixed by this Agreement or any other Loan
Document for any payment of principal, interest, fees or other amounts due to
the Lenders (or any of them) hereunder or under any other Loan Document;

         (c) reduce the principal of, or the rate of interest specified herein
on, any Loan, or (subject to clause (iii) of the proviso below) any fees or
other amounts payable hereunder or under any other Loan Document; provided,
however, that only the consent of the Required


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Lenders shall be necessary to amend the definition of "Default Rate" or to waive
any obligation of the Borrowers to pay interest at the Default Rate;

         (d) change the percentage of the Aggregate Commitments or of the
aggregate unpaid principal amount of the Loans which is required for the Lenders
or any of them to take any action hereunder;

         (e) change the Pro Rata Share or Voting Percentage of any Lender
(except for any change resulting from Section 2.12 or Section 3.06(b));

         (f) amend this Section, or Section 2.11, or any provision herein
providing for consent or other action by all the Lenders; or

         (g) release Avnet from the Guaranty Agreement;

and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the Administrative Agent in addition to the Required
Lenders or each directly-affected Lender, as the case may be, affect the rights
or duties of the Administrative Agent under this Agreement or any other Loan
Document; and (ii) the Agent/Arranger Fee Letter may be amended, or rights or
privileges thereunder waived, in a writing executed only by the respective
parties thereto. Notwithstanding anything to the contrary herein, any Lender
that has a Voting Percentage of zero shall not have any right to approve or
disapprove any amendment, waiver or consent hereunder, except that the Pro Rata
Share of such Lender may not be increased (except for any such increase
resulting from Section 2.12 or Section 3.06(b)) without the consent of such
Lender.

         9.02 NOTICES AND OTHER COMMUNICATIONS; FACSIMILE COPIES.

         (a) General. Unless otherwise expressly provided herein, all notices
and other communications provided for hereunder shall be in writing (including
by facsimile transmission) and mailed, faxed or delivered, to the address,
facsimile number or (subject to subsection (c) below) electronic mail address
specified for notices on Schedule 9.02; or, in the case of Avnet or the
Administrative Agent, to such other address as shall be designated by such
Person in a notice to the other parties, and in the case of any other party, to
such other address as shall be designated by such other Person in a notice to
Avnet and the Administrative Agent. All such notices and other communications
shall be deemed to be given or made upon the earlier to occur of (i) actual
receipt by the intended recipient and (ii) (A) if delivered by hand or by
courier, when signed for by the intended recipient; (B) if delivered by mail,
four Business Days after deposit in the mails, postage prepaid; (C) if delivered
by facsimile, when sent and receipt has been confirmed by telephone; and (D) if
delivered by electronic mail (which form of delivery is subject to the
provisions of subsection (c) below), when delivered; provided, however, that
notices and other communications to the Administrative Agent pursuant to Article
II shall be in writing (which may be by facsimile) and shall not be effective
until actually received by the Administrative Agent. Any notice or other
communication permitted to be given, made or confirmed by telephone hereunder
shall be given, made or confirmed by means of a telephone call to the intended
recipient at the number specified on Schedule 9.02, it being understood and


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agreed that a voicemail message shall in no event be effective as a notice,
communication or confirmation hereunder.

         (b) Effectiveness of Facsimile Documents and Signatures. Loan Documents
may be transmitted and/or signed by facsimile. The effectiveness of any such
documents and signatures shall, subject to applicable Law, have the same force
and effect as manually-signed originals and shall be binding on all Loan
Parties, the Administrative Agent and the Lenders. The Administrative Agent may
also require that any such documents and signatures be confirmed by a
manually-signed original thereof; provided, however, that the failure to request
or deliver the same shall not limit the effectiveness of any facsimile document
or signature.

         (c) Limited Use of Electronic Mail. Electronic mail and internet and
intranet websites may be used only to distribute routine communications, such as
financial statements and other information, and to distribute Loan Documents for
execution by the parties thereto, and may not be used for any other purpose.

         (d) Reliance by Administrative Agent and Lenders. The Administrative
Agent and the Lenders shall be entitled to rely and act upon any notices
(including telephonic Loan Notices) believed in good faith to have been given by
or on behalf of any Borrower even if (i) such notices were not made in a manner
specified herein, were incomplete or were not preceded or followed by any other
form of notice specified herein, or (ii) the terms thereof, as understood by the
recipient, varied from any confirmation thereof. The Borrowers shall indemnify
each Agent-Related Person and each Lender from all losses, costs, expenses and
liabilities resulting from the reliance by such Person on each notice believed
in good faith to have been given by or on behalf of any Borrower. All telephonic
notices to and other communications with the Administrative Agent may be
recorded by the Administrative Agent, and each of the parties hereto hereby
consents to such recording.

         9.03 NO WAIVER; CUMULATIVE REMEDIES. No failure by any Lender or the
Administrative Agent to exercise, and no delay by any such Person in exercising,
any right, remedy, power or privilege hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein or therein provided are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by law.

         9.04 ATTORNEY COSTS, EXPENSES AND TAXES. Avnet agrees (a) to pay or
reimburse the Administrative Agent for all costs and expenses reasonably
incurred in connection with the development, preparation, negotiation and
execution of this Agreement and the other Loan Documents and any amendment,
waiver, consent or other modification of the provisions hereof and thereof
(whether or not the transactions contemplated hereby or thereby are
consummated), and the consummation and administration of the transactions
contemplated hereby and thereby, including all Attorney Costs and costs and
expenses reasonably incurred (i) in connection with the use of IntraLinks, Inc.
or other similar information transmission systems in connection with this
Agreement, and (ii) in connection with any increase of Commitments requested
under Section 2.12, and (b) to pay or reimburse the Administrative Agent and
each Lender for all costs and expenses incurred in connection with the
enforcement, attempted enforcement, or


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preservation of any rights or remedies under this Agreement or the other Loan
Documents (including all such costs and expenses incurred during any "workout"
or restructuring in respect of the Obligations and during any legal proceeding,
including any proceeding under any Debtor Relief Law), including all Attorney
Costs. The foregoing costs and expenses shall include all search, filing,
recording, title insurance and appraisal charges and fees and taxes related
thereto, and other out-of-pocket expenses incurred by the Administrative Agent
and the cost of independent public accountants and other outside experts
retained by the Administrative Agent or any Lender. The agreements in this
Section shall survive the termination of the Aggregate Commitments and repayment
of all other Obligations.

         9.05 INDEMNIFICATION BY AVNET. Whether or not the transactions
contemplated hereby are consummated, Avnet agrees to indemnify, save and hold
harmless each Agent-Related Person, each Lender and their respective Affiliates,
directors, officers, employees, counsel, agents and attorneys-in-fact
(collectively the "Indemnitees") from and against: (a) any and all claims,
demands, actions or causes of action that are asserted against any Indemnitee by
any Person relating directly or indirectly to a claim, demand, action or cause
of action that such Person asserts or may assert against any Loan Party, any
Affiliate of any Loan Party or any of their respective officers or directors;
(b) any and all claims, demands, actions or causes of action that may at any
time (including at any time following repayment of the Obligations and the
resignation of the Administrative Agent or the replacement of any Lender) be
asserted or imposed against any Indemnitee, arising out of or relating to, the
Loan Documents, any predecessor loan documents, any Commitment, the use or
contemplated use of the proceeds of any Credit Extension, or the relationship of
any Loan Party, the Administrative Agent and the Lenders under this Agreement or
any other Loan Document; (c) any administrative or investigative proceeding by
any Governmental Authority arising out of or related to a claim, demand, action
or cause of action described in subsection (a) or (b) above; and (d) any and all
liabilities (including liabilities under indemnities), losses, costs or expenses
(including Attorney Costs) that any Indemnitee suffers or incurs (provided that
costs and expenses of such Indemnitee's own counsel or which are otherwise
incurred at the election of such Indemnitee shall be reasonable), as a result of
the assertion of any foregoing claim, demand, action, cause of action or
proceeding, or as a result of the preparation of any defense in connection with
any foregoing claim, demand, action, cause of action or proceeding, in all
cases, and whether or not an Indemnitee is a party to such claim, demand,
action, cause of action or proceeding (all the foregoing, collectively, the
"Indemnified Liabilities"; provided that no Indemnitee shall be entitled to
indemnification for any claim to the extent that such claim is determined in a
final, nonappealable judgment by a court of competent jurisdiction to have been
caused primarily by such Indemnitee's own gross negligence or willful
misconduct). No Indemnitee shall be liable for any damages arising from the use
by others of any information or other materials obtained through IntraLinks,
Inc. or other similar information transmission systems in connection with this
Agreement. The agreements in this Section shall survive the termination of the
Aggregate Commitments and repayment of all other Obligations.


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<PAGE>
         9.06 PAYMENTS SET ASIDE. To the extent that any Borrower makes a
payment to the Administrative Agent or any Lender, or the Administrative Agent
or any Lender exercises its right of set-off, and such payment or the proceeds
of such set-off or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Administrative Agent or such Lender in its
discretion) to be repaid to a trustee, receiver or any other party, in
connection with any proceeding under any Debtor Relief Law or otherwise, then
(a) to the extent of such recovery, the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect
as if such payment had not been made or such set-off had not occurred, and (b)
each Lender severally agrees to pay to the Administrative Agent upon demand its
applicable share of any amount so recovered from or repaid by the Administrative
Agent, plus interest thereon from the date of such demand to the date such
payment is made at a rate per annum equal to the Federal Funds Rate from time to
time in effect.

         9.07 SUCCESSORS AND ASSIGNS.

         (a) The provisions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that the Borrowers may not assign or otherwise transfer
any of their respective rights or obligations hereunder without the prior
written consent of each Lender (and any attempted assignment or transfer by the
Borrowers without such consent shall be null and void). Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person
(other than the parties hereto, their respective successors and assigns
permitted hereby and, to the extent expressly contemplated hereby, the
Indemnitees) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

         (b) Any Lender may assign to one or more Eligible Assignees all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans at the time owing to it); provided that
(i) except in the case of an assignment of the entire remaining amount of the
assigning Lender's Commitment and the Loans at the time owing to it or in the
case of an assignment to a Lender or an Affiliate of a Lender or an Approved
Fund with respect to a Lender, the aggregate amount of the Commitment (which for
this purpose includes Loans outstanding thereunder) subject to each such
assignment, determined as of the date the Assignment and Assumption Agreement
with respect to such assignment is delivered to the Administrative Agent, shall
not be less than $5,000,000 Commitment, unless each of the Administrative Agent
and, so long as no Event of Default has occurred and is continuing, Avnet
otherwise consents (each such consent not to be unreasonably withheld or
delayed), (ii) each partial assignment shall be made as an assignment of a
proportionate part of all the assigning Lender's rights and obligations under
this Agreement with respect to the Loans or the Commitment assigned, and (iii)
the parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Assumption Agreement, together with a processing and
recordation fee of $3,500. Subject to acceptance and recording thereof by the
Administrative Agent pursuant to subsection (c) of this Section, from and after
the effective date specified in each Assignment and Assumption Agreement, the
Eligible Assignee thereunder shall be a party hereto and, to the extent of the
interest assigned by such Assignment and Assumption Agreement, have the rights
and obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and


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Assumption Agreement, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption Agreement covering all of the
assigning Lender's rights and obligations under this Agreement, such Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 3.07, 9.04 and 9.05). Upon request, the Borrowers (at their
expense) shall execute and deliver new or replacement Notes to the assigning
Lender and the assignee Lender. Any assignment or transfer by a Lender of rights
or obligations under this Agreement that does not comply with this subsection
shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with subsection (d)
of this Section.

         (c) The Administrative Agent, acting solely for this purpose as an
agent of the Borrowers, shall maintain at the Administrative Agent's Office a
copy of each Assignment and Assumption Agreement delivered to it and a register
for the recordation of the names and addresses of the Lenders, and the
Commitments of, and principal amount of the Loans owing to, each Lender pursuant
to the terms hereof from time to time (the "Register"). The entries in the
Register shall be conclusive, and the Borrowers, the Administrative Agent and
the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrowers and any Lender, at any reasonable time
and from time to time upon reasonable prior notice.

         (d) Any Lender may, without the consent of, or notice to, the Borrowers
or the Administrative Agent, sell participations to one or more banks or other
entities (a "Participant") in all or a portion of such Lender's rights and/or
obligations under this Agreement (including all or a portion of its Commitment
and/or the Loans owing to it); provided that (i) such Lender's obligations under
this Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (iii) the Borrowers, the Administrative Agent and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement. Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this
Agreement; provided that such agreement or instrument may provide that such
Lender will not, without the consent of the Participant, agree to any amendment,
waiver or other modification that would (i) postpone any date upon which any
payment of money is scheduled to be paid to such Participant, (ii) reduce the
principal, interest, fees or other amounts payable to such Participant, or (iii)
release Avnet from the Guaranty Agreement. Subject to subsection (e) of this
Section, the Borrowers agree that each Participant shall be entitled to the
benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to subsection (b) of
this Section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 9.11 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.11 as though it were a
Lender.

         (e) A Participant shall not be entitled to receive any greater payment
under Section 3.01 or 3.04 than the applicable Lender would have been entitled
to receive with respect to the participation sold to such Participant, unless
the sale of the participation to such Participant is made with Avnet's prior
written consent. A Participant that would be a Foreign Lender if it


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were a Lender shall not be entitled to the benefits of Section 3.01 unless Avnet
is notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrowers, to comply with Section 9.17 as though
it were a Lender.

         (f) Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement (including under its
Notes, if any) to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank; provided that no
such pledge or assignment shall release a Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto.

         (g) If the consent of Avnet to an assignment or to an Eligible Assignee
is required hereunder (including a consent to an assignment which does not meet
the minimum assignment threshold specified in clause (i) of the proviso to the
first sentence of Section 9.07(b)), Avnet shall be deemed to have given its
consent five Business Days after the date notice thereof has been delivered by
the assigning Lender (through the Administrative Agent) unless such consent is
expressly refused by Avnet prior to such fifth Business Day.

         (h) As used herein, the following terms have the following meanings:

         "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a Lender;
(c) an Approved Fund; and (d) any other Person (other than a natural Person)
approved by (i) the Administrative Agent, in the case of any assignment of a
Loan, and (ii) unless (A) such Person is taking delivery of an assignment in
connection with physical settlement of a credit derivatives transaction or (B)
an Event of Default has occurred and is continuing, Avnet (each such approval
referred to in clauses (i) through (iv) not to be unreasonably withheld or
delayed).

         "Fund" means any Person (other than a natural Person) that is (or will
be) engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its business.

         "Approved Fund" means any Fund that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
entity that administers or manages a Lender.

         9.08 CONFIDENTIALITY. Each of the Administrative Agent and the Lenders
agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential); (b) to the extent requested
by any regulatory authority; (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process; (d) to any other party
to this Agreement; (e) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to this Agreement or the enforcement
of rights hereunder; (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any Eligible Assignee of
or Participant in, or any prospective Eligible Assignee of or Participant in,
any of its rights or obligations under this


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Agreement or (ii) any direct or indirect contractual counterparty or prospective
counterparty (or such contractual counterparty's or prospective counterparty's
professional advisor) to any credit derivative transaction relating to
obligations of the Borrowers; (g) with the consent of Avnet; (h) to the extent
such Information (i) becomes publicly available other than as a result of a
breach of this Section or (ii) becomes available to the Administrative Agent or
any Lender on a nonconfidential basis from a source other than Avnet; or (i) to
the National Association of Insurance Commissioners or any other similar
organization or any nationally recognized rating agency that requires access to
information about a Lender's or its Affiliates' investment portfolio in
connection with ratings issued with respect to such Lender or its Affiliates. In
addition, the Administrative Agent and the Lenders may disclose the existence of
this Agreement and information about this Agreement to market data collectors,
similar service providers to the lending industry, and service providers to the
Administrative Agent and the Lenders in connection with the administration and
management of this Agreement, the other Loan Documents, the Commitments, and the
Credit Extensions. For the purposes of this Section, "Information" means all
information received from the Borrowers relating to the Borrowers or their
business, other than any such information that is available to the
Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by the Borrowers; provided that, in the case of information received
from the Borrowers after the date hereof, such information is clearly identified
in writing at the time of delivery as confidential. Any Person required to
maintain the confidentiality of Information as provided in this Section shall be
considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.

         9.09 COLLATERAL. Each of the Lenders represents to the Administrative
Agent and each of the other Lenders that it in good faith is not relying upon
any "Margin Stock" (as defined in Regulation U) as collateral in the extension
or maintenance of the credit provided for in this Agreement.

         9.10 ADDITION OF DESIGNATED BORROWERS.

         (a) Avnet may at any time designate any Subsidiary of Avnet (an
"Applicant Borrower") as a Designated Borrower hereunder by delivering to the
Administrative Agent (which shall promptly deliver counterparts thereof to each
Lender) a Designated Borrower Certificate executed by the Applicant Borrower and
Avnet together with, in connection with the delivery of the first such
Designated Borrower Certificate, a Guaranty Agreement in substantially the form
of Exhibit E executed by Avnet in favor of the Administrative Agent for the
benefit of the Lenders with respect to the Loans made to any such Applicant
Borrower hereunder and such supporting resolutions, incumbency certificates and
opinions of counsel as the Administrative Agent may reasonably request. Any such
addition of a Designated Borrower shall be effective ten Business Days after the
delivery of such Designated Borrower Certificate to the Administrative Agent.
Such Applicant Borrower shall thereupon become a party hereto and a Designated
Borrower hereunder and shall be (i) entitled to all rights and benefits of a
Borrower hereunder and (ii) subject to all obligations of a Borrower hereunder.
The Obligations of Avnet and each Designated Borrower that is not a Foreign
Subsidiary shall be joint and several in nature. The Obligations of all
Designated Borrowers that are Foreign Subsidiaries shall be several in nature.


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         (b) Each Subsidiary of Avnet that becomes a "Designated Borrower"
pursuant to this Section 9.10 hereby irrevocably appoints Avnet as its agent for
all purposes relevant to this Agreement and each of the other Loan Documents,
including (i) the giving and receipt of notices, (ii) the execution and delivery
of all documents, instruments and certificates contemplated herein and all
modifications hereto, and (iii) the receipt of the proceeds of any Loans made by
the Lenders to any such Designated Borrower hereunder. Any acknowledgment,
consent, direction, certification or other action which might otherwise be valid
or effective only if given or taken by all Borrowers, or by each Borrower acting
singly, shall be valid and effective if given or taken only by Avnet, whether or
not any such other Borrower joins therein. Any notice, demand, consent,
acknowledgement, direction, certification or other communication delivered to
Avnet in accordance with the terms of this Agreement shall be deemed to have
been delivered to each Designated Borrower.

         9.11 SET-OFF. In addition to any rights and remedies of the Lenders
provided by law, upon the occurrence and during the continuance of any Event of
Default, each Lender is authorized at any time and from time to time, without
prior notice to the Borrowers or any other Loan Party, any such notice being
waived by each Borrower (on its own behalf and on behalf of each Loan Party) to
the fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held by,
and other indebtedness at any time owing by, such Lender to or for the credit or
the account of the respective Loan Parties against any and all Obligations owing
to such Lender, now or hereafter existing, irrespective of whether or not the
Administrative Agent or such Lender shall have made demand under this Agreement
or any other Loan Document and although such Obligations may be contingent or
unmatured. Each Lender agrees promptly to notify Avnet and the Administrative
Agent after any such set-off and application made by such Lender; provided,
however, that the failure to give such notice shall not affect the validity of
such set-off and application.

         9.12 INTEREST RATE LIMITATION. Notwithstanding anything to the contrary
contained in any Loan Document, the interest paid or agreed to be paid under the
Loan Documents shall not exceed the maximum rate of non-usurious interest
permitted by applicable Law (the "Maximum Rate"). If the Administrative Agent or
any Lender shall receive interest in an amount that exceeds the Maximum Rate,
the excess interest shall be applied to the principal of the Loans or, if it
exceeds such unpaid principal, refunded to Avnet. In determining whether the
interest contracted for, charged, or received by the Administrative Agent or a
Lender exceeds the Maximum Rate, such Person may, to the extent permitted by
applicable Law, (a) characterize any payment that is not principal as an
expense, fee, or premium rather than interest, (b) exclude voluntary prepayments
and the effects thereof, and (c) amortize, prorate, allocate, and spread in
equal or unequal parts the total amount of interest throughout the contemplated
term of the Obligations.

         9.13 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         9.14 INTEGRATION. This Agreement, together with the other Loan
Documents, comprises the complete and integrated agreement of the parties on the
subject matter hereof and


                                       66
<PAGE>
thereof and supersedes all prior agreements, written or oral, on such subject
matter. In the event of any conflict between the provisions of this Agreement
and those of any other Loan Document, the provisions of this Agreement shall
control; provided that the inclusion of supplemental rights or remedies in favor
of the Administrative Agent or the Lenders in any other Loan Document shall not
be deemed a conflict with this Agreement. Each Loan Document was drafted with
the joint participation of the respective parties thereto and shall be construed
neither against nor in favor of any party, but rather in accordance with the
fair meaning thereof.

         9.15 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties made hereunder and in any other Loan Document or other document
delivered pursuant hereto or thereto or in connection herewith or therewith
shall survive the execution and delivery hereof and thereof. Such
representations and warranties have been or will be relied upon by the
Administrative Agent and each Lender, regardless of any investigation made by
the Administrative Agent or any Lender or on their behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default or Event of Default at the time of any Credit Extension, and shall
continue in full force and effect as long as any Loan or any other Obligation
shall remain unpaid or unsatisfied.

         9.16 SEVERABILITY. Any provision of this Agreement and the other Loan
Documents to which any Borrower is a party that is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions thereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

         9.17 TAX FORMS. (a) Each Lender that is not a "United States person"
within the meaning of Section 7701(a)(30) of the Code (each, a "Foreign Lender")
shall deliver to the Administrative Agent, prior to receipt of any payment
subject to withholding under the Code (or upon accepting an assignment of an
interest herein), two duly signed completed copies of either IRS Form W-8BEN or
any successor thereto (relating to such Person and entitling it to an exemption
from, or reduction of, withholding tax on all payments to be made to such Person
by the Borrowers pursuant to this Agreement) or IRS Form W-8ECI or any successor
thereto (relating to all payments to be made to such Person by the Borrowers
pursuant to this Agreement) or such other evidence satisfactory to Avnet and the
Administrative Agent that such Person is entitled to an exemption from, or
reduction of, U.S. withholding tax. Thereafter and from time to time, each such
Person shall (i) promptly submit to the Administrative Agent such additional
duly completed and signed copies of one of such forms (or such successor forms
as shall be adopted from time to time by the relevant United States taxing
authorities) as may then be available under then current United States laws and
regulations to avoid, or such evidence as is satisfactory to Avnet and the
Administrative Agent of any available exemption from or reduction of, United
States withholding taxes in respect of all payments to be made to such Person by
the Borrowers pursuant to this Agreement, (ii) promptly notify the
Administrative Agent of any change in circumstances which would modify or render
invalid any claimed exemption or reduction, and (iii) take such steps as shall
not be materially disadvantageous to it, in the reasonable judgment of such
Lender, and as may be reasonably necessary (including the re-designation of its
Lending Office) to avoid any requirement of applicable Laws that the applicable
Borrower make any deduction or withholding for taxes from amounts payable to
such


                                       67
<PAGE>
Person. If such Person fails to deliver the above forms or other documentation,
then the Administrative Agent may withhold from any interest payment to such
Person an amount equivalent to the applicable withholding tax imposed by
Sections 1441 and 1442 of the Code, without reduction.

         (b) Upon the request of the Administrative Agent, each Lender that is a
"United States person" within the meaning of Section 7701(a)(30) of the Code
shall deliver to the Administrative Agent two duly signed completed copies of
IRS Form W-9. If such Lender fails to deliver such forms, then the
Administrative Agent may withhold from any interest payment to such Lender an
amount equivalent to the applicable back-up withholding tax imposed by the Code,
without reduction.

         (c) If any Governmental Authority asserts that the Administrative Agent
did not properly withhold or backup withhold, as the case may be, any tax or
other amount from payments made to or for the account of any Lender, such Lender
shall indemnify the Administrative Agent therefor, including all penalties and
interest, any taxes imposed by any jurisdiction on the amounts payable to the
Administrative Agent under this Section, and costs and expenses (including
Attorney Costs) of the Administrative Agent. The obligation of the Lenders under
this Section shall survive the termination of the Aggregate Commitments,
repayment of all Obligations and the resignation or replacement of the
Administrative Agent.

         9.18 REMOVAL AND REPLACEMENT OF LENDERS.

         (a) Under any circumstances set forth herein providing that Avnet shall
have the right to remove or replace a Lender as a party to this Agreement, Avnet
may, upon notice to such Lender and the Administrative Agent, (i) remove such
Lender by terminating such Lender's Commitment or (ii) replace such Lender by
causing such Lender to assign its Commitment (without payment of any assignment
fee) pursuant to Section 9.07(b) to one or more other Lenders or Eligible
Assignees procured by Avnet; provided, however, that if Avnet elects to exercise
such right with respect to any Lender pursuant to Section 3.06(b), it shall be
obligated to remove or replace, as the case may be, all Lenders that have made
similar requests for compensation pursuant to Section 3.01 or 3.04. Avnet shall
(x) pay in full all principal, interest, fees and other amounts owing to such
Lender through the date of removal or replacement (including any amounts payable
pursuant to Section 3.05), and (y) release such Lender from its obligations
under the Loan Documents. Any Lender being replaced shall execute and deliver an
Assignment and Assumption Agreement with respect to such Lender's Commitment and
outstanding Credit Extensions. The Administrative Agent shall distribute an
amended Schedule 2.01, which shall be deemed incorporated into this Agreement,
to reflect changes in the identities of the Lenders and adjustments of their
respective Commitments and/or Pro Rata Shares resulting from any such removal or
replacement.

         (b) In order to make all the Lenders' interests in any outstanding
Credit Extensions ratable in accordance with any revised Pro Rata Shares after
giving effect to the removal or replacement of a Lender, the Borrowers shall pay
or prepay, if necessary, on the effective date thereof, all outstanding Loans of
all Lenders, together with any amounts due under Section 3.05. The Borrowers may
then request Loans from the Lenders in accordance with their revised Pro Rata
Shares. The Borrowers may net any payments required hereunder against any funds
being


                                       68
<PAGE>
provided by any Lender or Eligible Assignee replacing a terminating Lender. The
effect for purposes of this Agreement shall be the same as if separate transfers
of funds had been made with respect thereto.

         (c) This section shall supersede any provision in Section 9.01 to the
contrary.

         9.19 GOVERNING LAW.

         (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT AND
EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

         (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK
SITTING IN MANHATTAN, NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN
DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH
BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH
BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY
OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN
DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH BORROWER, THE ADMINISTRATIVE
AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER
PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH
STATE.

         9.20 WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT
HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION
OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH
OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM
WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH
CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT
OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT
A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR
A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


                                       69
<PAGE>
         9.21 JUDGMENT CURRENCY.

         (a) The Borrowers' obligation hereunder and under the other Loan
Documents to make payments in Dollars or any other applicable currency (the
"Obligation Currency") shall not be discharged or satisfied by any tender or
recovery pursuant to any judgment expressed in or converted into any currency
other than the Obligation Currency, except to the extent that such tender or
recovery results in the effective receipt by the Administrative Agent or the
respective Lender of the full amount of the Obligation Currency expressed to be
payable to the Administrative Agent or such Lender under this Agreement or the
other Loan Documents. If for the purpose of obtaining or enforcing judgment
against any Borrower in any court or in any jurisdiction, it becomes necessary
to convert into or from any currency other than the Obligation Currency (such
other currency being hereinafter referred to as the "Judgment Currency") an
amount due in the Obligation Currency, the conversion shall be made, at the rate
of exchange (as quoted by the Administrative Agent or if the Administrative
Agent does not quote a rate of exchange on such currency, by a known dealer in
such currency designated by the Administrative Agent) determined, in each case,
as of the day immediately preceding the day on which the judgment is given (such
Business Day being hereinafter referred to as the "Judgment Currency Conversion
Date").

         (b) If there is a change in the rate of exchange prevailing between the
Judgment Currency Conversion Date and the date of actual payment of the amount
due, the Borrowers covenant and agree to pay, or cause to be paid, such
additional amounts, if any (but in any event not a lesser amount) as may be
necessary to ensure that the amount paid in the Judgment Currency, when
converted at the rate of exchange prevailing on the date of payment, will
produce the amount of the Obligation Currency which could have been purchased
with the amount of Judgment Currency stipulated in the judgment or judicial
award at the rate or exchange prevailing on the Judgment Currency Conversion
Date.

         (c) For purposes of determining any rate of exchange for this Section
9.21, such amounts shall include any premium and costs payable in connection
with the purchase of the Obligation Currency.

                  (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)


                                       70
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.

                                   AVNET, INC., as a Borrower



                                   By:    /s/ Raymond Sadowski
                                       -----------------------------------------

                                   Name:  Raymond Sadowski

                                   Title: Senior Vice President, Chief Financial
                                          Officer and Assistant Secretary



                 (Signature Page to Credit Agreement (364-Day))
                                       S-1
<PAGE>
                                   BANK OF AMERICA, N.A., as Administrative
                                   Agent and a Lender,

                                   By:    /s/ Jouni Korhonen
                                      ------------------------------------------

                                   Name:  Jouni Korhonen

                                   Title: Managing Director


                 (Signature Page to Credit Agreement (364-Day))
                                       S-2
<PAGE>
                                   ABN AMRO BANK N.V., as a Lender



                                   By:    /s/ Peter Hsu
                                      ------------------------------------------

                                   Name:  Peter Hsu

                                   Title: Vice President









                                   ABN AMRO BANK N.V., as a Lender



                                   By:    /s/ Xiaochuan Zhang
                                      ------------------------------------------

                                   Name:  Xiaochuan Zhang

                                   Title: Assistant Vice President



                 (Signature Page to Credit Agreement (364-Day))
                                       S-3
<PAGE>
                                   THE BANK OF NOVA SCOTIA, as a Lender



                                   By:    /s/ Maarten Van Otterloo
                                      ---------------------------------------

                                   Name:  Maarten Van Otterloo

                                   Title: Managing Director


                 (Signature Page to Credit Agreement (364-Day))
                                       S-4
<PAGE>
                                   BANK OF TOKYO-MITSUBISHI TRUST COMPANY --
                                   NEW YORK BRANCH, as a Lender



                                   By:    /s/ Catherine Moeser
                                      ------------------------------------------

                                   Name:  Catherine Moeser

                                   Title: Vice President


                 (Signature Page to Credit Agreement (364-Day))
                                       S-5
<PAGE>
                                   BANK ONE, NA, as a Lender



                                   By:    /s/ Joseph R. Perdenza
                                      ------------------------------------------

                                   Name:  Joseph R. Perdenza

                                   Title: Assistant Vice President


                 (Signature Page to Credit Agreement (364-Day))
                                       S-6
<PAGE>
                                   CREDIT SUISSE FIRST BOSTON, as a Lender



                                   By:    /s/ Vitaly G. Butenko
                                      ------------------------------------------

                                   Name:  Vitaly G. Butenko

                                   Title: Asst. Vice President





                                   CREDIT SUISSE FIRST BOSTON, as a Lender



                                   By:    /s/ Jeffrey Bernstein
                                      ------------------------------------------

                                   Name:  Jeffrey Bernstein

                                   Title: Vice President


                 (Signature Page to Credit Agreement (364-Day))
                                       S-7
<PAGE>
                                   FIRST UNION NATIONAL BANK, as a Lender



                                   By:    /s/ George L. Woolsey
                                      ------------------------------------------

                                   Name:  George L. Woolsey

                                   Title: Vice President


                 (Signature Page to Credit Agreement (364-Day))
                                       S-8
<PAGE>
                                   FLEET NATIONAL BANK, as a Lender



                                   By:    /s/ Steven J. Melicharek
                                      ------------------------------------------

                                   Name:  Steven J. Melicharek

                                   Title: S. V. P.


                 (Signature Page to Credit Agreement (364-Day))
                                       S-9
<PAGE>
                                   KBC BANK, N.V., as a Lender



                                   By:    /s/ Jean-Pierre Diels
                                      ------------------------------------------

                                   Name:  Jean-Pierre Diels

                                   Title: First Vice President









                                   KBC BANK, N.V., as a Lender



                                   By:    /s/ Eric Raskin
                                      ------------------------------------------

                                   Name:  Eric Raskin

                                   Title: Vice President


                 (Signature Page to Credit Agreement (364-Day))
                                      S-10
<PAGE>
                                   NATEXIS BANQUES POPULAIRES, as a Lender



                                   By:    /s/ Nicolas Regent
                                      ------------------------------------------

                                   Name:  Nicolas Regent

                                   Title: VP Multinational









                                   NATEXIS BANQUES POPULAIRES, as a Lender



                                   By:    /s/ Christine Dirringer
                                      ------------------------------------------

                                   Name:  Christine Dirringer

                                   Title: VP - Multinational Group


                 (Signature Page to Credit Agreement (364-Day))
                                      S-11
<PAGE>
                                   THE NORTHERN TRUST COMPANY, as a Lender



                                   By:    /s/ Nicole D. Boehm
                                      ------------------------------------------

                                   Name:  Nicole D. Boehm

                                   Title: Second Vice President


                 (Signature Page to Credit Agreement (364-Day))
                                      S-12
<PAGE>
                                   SKANDINAVISKA ENSKILDA BANKEN AB (PUBL),
                                   as a Lender



                                   By:    /s/ Patrik Soderlund
                                      ------------------------------------------

                                   Name:  Patrik Soderlund

                                   Title: Client Executive


                 (Signature Page to Credit Agreement (364-Day))
                                      S-13
<PAGE>
                                   STANDARD CHARTERED BANK, as a Lender



                                   By:    /s/ Alan Babcock
                                      ------------------------------------------

                                   Name:  Alan Babcock

                                   Title: Senior Vice President


                 (Signature Page to Credit Agreement (364-Day))
                                      S-14
<PAGE>
                                   STATE BANK OF INDIA, NEW YORK BRANCH,
                                   as a Lender



                                   By:    /s/ A.K. Basu
                                      ------------------------------------------

                                   Name:  A.K. Basu

                                   Title: Sr. Vice President (Credit)


                 (Signature Page to Credit Agreement (364-Day))
                                      S-15
<PAGE>
                                   UNICREDITO ITALIANO, NEW YORK BRANCH,
                                   as a Lender



                                   By:    /s/ Luciano Cenedese
                                      ------------------------------------------

                                   Name:  Luciano Cenedese

                                   Title: First Vice President









                                   UNICREDITO ITALIANO, NEW YORK BRANCH,
                                   as a Lender



                                   By:    /s/ Saiyed Abbas
                                      ------------------------------------------

                                   Name:  Saiyed Abbas

                                   Title: Vice President



                 (Signature Page to Credit Agreement (364-Day))
                                      S-16



</TEXT>
</DOCUMENT>
