AVNET INC
EX-10.N
<DOCUMENT>
<TYPE>EX-10.N
<SEQUENCE>16
<FILENAME>p67052exv10wn.txt
<DESCRIPTION>EX-10.N
<TEXT>
<PAGE>
                                                                     Exhibit 10N


                    AMENDMENT NO. 1 TO AMENDED AND RESTATED
                         RECEIVABLES PURCHASE AGREEMENT

            This Amendment No. 1 to Amended and Restated Receivables Purchase
Agreement (this "Amendment") is entered into as of June 26, 2002, among Avnet
Receivables Corporation, a Delaware corporation ("Seller"), Avnet, Inc., a New
York corporation ("Avnet"), as initial Servicer (the Servicer together with
Seller, the "Seller Parties" and each a "Seller Party"), each Financial
Institution signatory hereto (the "Financial Institutions"), each Company
signatory hereto (the "Companies") and Bank One, NA (Main Office Chicago), as
agent for the Purchasers (the "Agent").

                                    RECITALS

            Each of the parties hereto entered into that certain Amended and
Restated Receivables Purchase Agreement, dated as of February 6, 2002 (the
"Purchase Agreement").

            Each Seller Party has requested that the Agent and the Purchasers
amend certain provisions of the Purchase Agreement, all as more fully described
herein.

            Subject to the terms and conditions hereof, each of the parties
hereto now desires to amend the Purchase Agreement as particularly described
herein.

                                    AGREEMENT

            NOW, THEREFORE, in consideration of the premises, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

            Section 1. Definitions Used Herein. Capitalized terms used herein
and not otherwise defined herein shall have the respective meanings set forth
for such terms in the Purchase Agreement.

            Section 2. Assignment by the Bank One Company. In furtherance of,
and without limiting any other provision of, this Amendment, the Purchase
Agreement, as amended hereby, and the transactions contemplated hereby and
thereby, the parties hereto hereby effect the following assignment and
assumption. At or before 12:00 noon (Chicago time) on the date hereof the Scotia
Company shall pay to the Bank One Company, in immediately available funds, an
amount equal to $28,571,295.33, representing 14.286% of the outstanding Capital
of the Bank One


                                         AMENDMENT NO. 1 TO AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT
<PAGE>
Company's Purchaser Interests (such amount, being hereinafter referred to as the
"Transferred Capital"); whereupon, the Bank One Company shall be deemed to have
sold, transferred and assigned to the Scotia Company, without recourse,
representation or warranty, and the Scotia Company shall be deemed to have
hereby irrevocably taken, received and assumed from the Bank One Company, the
Transferred Capital and all related rights and obligations hereunder, under the
Purchase Agreement and under the other Transaction Documents; provided that
following such assignment the Company Purchase Limit of the Bank One Company and
of the Scotia Company shall be equal to the applicable amount set forth on Annex
A hereto.

            Section 3. Amendments. Subject to the terms and conditions set forth
herein, the Purchase Agreement is hereby amended as follows:

                  (a) Section 2.6 of the Purchase Agreement is hereby amended by
replacing the percentage "100%" each time such percentage appears in such
section with the percentage "97%".

                  (b) Section 5.1(v) of the Purchase Agreement is hereby amended
and restated, in its entirety, to read as follows:

                        (v) Aggregate Capital. Seller has determined that,
      immediately after giving effect to each purchase hereunder, the Aggregate
      Capital is no greater than 97% of the amount equal to (i) the Net
      Receivables Balance, minus (ii) the Aggregate Reserves.

                  (c) Section 6.2 of the Purchase Agreement is hereby amended by
(i) replacing the words "all Monthly Reports" in clause (a) of such section with
the words "all Monthly Reports and Weekly Reports" and (ii) by replacing the
percentage "100%" in clause (d)(iii) of such section with the percentage "97%".

                  (d) Section 7.2(e) of the Purchase Agreement is hereby amended
and restated, in its entirety, to read as follows:

                  (e) Aggregate Capital. At no time prior to the Amortization
Date shall Seller permit the Aggregate Capital to be greater than 97% of the
amount equal to (i) the Net Receivables Balance, minus (ii) the Aggregate
Reserves.

                  (e) Section 8.5 of the Purchase Agreement is hereby amended
and restated, in its entirety, to read as follows:


                                         AMENDMENT NO. 1 TO AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT
                                       2
<PAGE>
            Section 8.5 Reports. The Servicer shall prepare and forward to the
      Agent and Scotia (i) on the fifteenth (15th) calendar day of each month
      (or if such day is not a Business Day, the next Business Day) and at such
      times as the Agent or the Required Purchasers shall request, a Monthly
      Report (which shall include a work sheet calculating the Net Receivables
      Balance and the amount of Eligible Receivables), (ii) during the existence
      of any Weekly Reporting Condition, by 1:00 p.m. (Chicago time) on each
      Wednesday (or if such day is not a Business Day, on the next Business
      Day), a Weekly Report with respect to the preceding calendar week and
      (iii) at such times as the Agent or the Required Purchasers shall request,
      a listing by Obligor of all Receivables together with an aging of such
      Receivables.

                  (f) Section 9.1(h) of the Purchase Agreement is hereby amended
and restated, in its entirety, to read as follows

                  (h) (i) The senior unsecured long-term debt rating of Avnet
      shall fall below BBB-, as determined by Standard & Poor's Ratings
      Services, and shall fall below Baa3, as determined by Moody's Investors
      Service, Inc., or (ii) the senior unsecured long-term debt rating of Avnet
      shall be BB-, as determined by Standard & Poor's Ratings Services, or
      (iii) the senior unsecured long-term debt rating of Avnet shall be Ba3, as
      determined by Moody's Investors Service, Inc.

                  (g) Exhibit I to the Purchase Agreement is hereby amended by
amending and restating, in its entirety, the definition of "Dilution Percentage"
appearing in such exhibit to read as follows:

            "Dilution Percentage" means as of any date of determination the
      greater of (i) 5% and (ii) a percentage calculated in accordance with the
      following formula:

                  DP = [(SF x ADR) + [(HDR - ADR) x (HDR/ADR)]] x DHF] where:
                       DP  =  the Dilution Percentage;
                       SF  =  the Stress Factor;
                       ADR =  the average of the monthly Dilution Ratios
                              occurring during the 12 most recent calendar
                              months;


                                         AMENDMENT NO. 1 TO AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT
                                       3
<PAGE>
                       HDR =  the highest average three-month Dilution Ratio
                              occurring during the 12 most recent calendar
                              months; and
                       DHF =  the Dilution Horizon Factor at such time.

                  (h) Exhibit I to the Purchase Agreement is hereby amended by
amending and restating, in its entirety, the proviso at the end of clause (iv)
in the definition of "Eligible Receivable" appearing in such exhibit to read as
follows:

      provided that with respect to subsection (B) hereof the total amount of
      Eligible Receivables permitted pursuant to this subsection (B) shall not
      exceed, on the date of any Monthly Report or Weekly Report, 10% of the
      aggregate amount of Eligible Receivables as set forth on such Monthly
      Report or Weekly Report

                  (i) Exhibit I to the Purchase Agreement is hereby amended by
amending and restating, in its entirety, the definition of "Liquidity
Termination Date" appearing in such exhibit to read as follows:

            "Liquidity Termination Date" means June 24, 2003.

                  (j) Exhibit I to the Purchase Agreement is hereby amended by
amending and restating, in its entirety, the definition of "Loss Percentage"
appearing in such exhibit to read as follows:

            "Loss Percentage" means at any time the greater of (i) 10% and (ii)
      a percentage calculated in accordance with the following formula:

                  LP = SF x LHF x LR where:

                  LP  =  the Loss Percentage;
                  SF  =  the Stress Factor;
                  LHF =  the Loss Horizon Factor; and
                  LR  =  the highest three month rolling average of the Default
                         Ratios occurring during the 12 most recent calendar
                         months.

                  (k) Exhibit I to the Purchase Agreement is hereby amended by
amending and restating, in its entirety, the definition of "Purchase Limit"
appearing in such exhibit to read as follows:


                                         AMENDMENT NO. 1 TO AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT
                                       4
<PAGE>
            "Purchase Limit" means $350,000,000, as such amount may be modified
in accordance with the terms of Section 4.6(b).

                  (l) Exhibit I to the Purchase Agreement is hereby amended by
amending and restating, in its entirety, clause (iii) in the definition of
"Purchase Price" appearing in such exhibit to read as follows:

      (iii) the excess, if any, of (A) 97% of the amount equal to (1) the Net
      Receivables Balance, minus (2) the Aggregate Reserves on the applicable
      purchase date, over (B) the aggregate outstanding amount of Aggregate
      Capital determined as of the date of the most recent Monthly Report or
      Weekly Report, taking into account such proposed Incremental Purchase

                  (m) Exhibit I to the Purchase Agreement is hereby amended by
adding, in appropriate alphabetical order, the following three new definitions
to such exhibit:

            "Stress Factor" means on any date the applicable amount set forth
      below based upon the ratings of Avnet applicable on such date to any
      Long-Term Debt then outstanding:

<TABLE>
<CAPTION>
         Ratings                          Stress Factor
         -------                          -------------
<S>                                       <C>
         Category 1
         ----------
         Above BBB- by S&P
         or Baa3 by Moody's                    2.00

         Category 2
         ----------
         BBB- or BB+ by S&P,
         or Baa3 or Ba1 by Moody's             2.25

         Category 3
         ----------
         BB or lower by S&P or
         Ba2 or lower by Moody's               2.50
</TABLE>

      For purposes of the foregoing, (i) if no rating for Long-Term Debt shall
      be available from either Moody's or S&P, such rating agency shall be
      deemed to have established a rating for the Long-Term Debt


                                         AMENDMENT NO. 1 TO AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT
                                       5
<PAGE>
      of Avnet which is one rating grade higher than the subordinated debt
      rating grade of Avnet, (ii) if no rating for Long-Term Debt or
      subordinated debt of Avnet shall be available from either Moody's or S&P,
      the Stress Factor shall be as set forth in Category 3, (iii) if the
      ratings established or deemed to have been established by Moody's and S&P
      shall fall within different Categories, the Stress Factor shall be based
      upon the numerically higher Category and (iv) if any 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 calculations involving the Stress Factor 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
      Facility Termination Date, Avnet and the Agent shall negotiate in good
      faith to amend the references to specific ratings in this definition to
      reflect such changed rating system. In addition, for the purposes of this
      definition, (i) "S&P" means Standard & Poor's Ratings Services and its
      successors, and (ii) "Moody's" means Moody's Investors Service, Inc. and
      its successors.

      "Weekly Report" means a report, in form and substance acceptable to the
      Agent (appropriately completed), furnished by the Servicer to the Agent
      and Scotia pursuant to Section 8.5.

      "Weekly Reporting Condition" means that either (i) the rating of Avnet's
      Long-Term Debt is equal to BB or lower by S&P or Ba2 or lower by Moody's
      or (ii) no rating for Avnet's Long-Term Debt is available from either
      Moody's or S&P. For the purposes of this definition, (i) "S&P" means
      Standard & Poor's Ratings Services and its successors, and (ii) "Moody's"
      means Moody's Investors Service, Inc. and its successors.

                  (n) Exhibit II to the Purchase Agreement is hereby amended by
replacing the percentage "100%" in clause (iii) of the last paragraph of such
exhibit with the percentage "97%".

                  (o) Schedule A to the Purchase Agreement is hereby deleted, in
its entirety, and replaced with Annex A hereto.


                                         AMENDMENT NO. 1 TO AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT
                                       6
<PAGE>
            Section 4. Conditions to Effectiveness of this Amendment. This
Amendment shall become effective as of the date hereof, upon the satisfaction of
the conditions precedent that:

                  (a) Amendment. The Agent shall have received, on or before the
date hereof, executed counterparts of this Amendment, duly executed by each of
the parties hereto.

                  (b) Representations and Warranties. As of the date hereof,
both before and after giving effect to this Amendment, all of the
representations and warranties contained in the Purchase Agreement and in each
other Transaction Document shall be true and correct in all material respects as
though made on the date hereof (and by its execution hereof, each of Seller and
the Servicer shall be deemed to have represented and warranted such).

                  (c) No Amortization Event. As of the date hereof, both before
and after giving effect to this Amendment, no Amortization Event or Potential
Amortization Event shall have occurred and be continuing (and by its execution
hereof, each of Seller and the Servicer shall be deemed to have represented and
warranted such).

            Section 5. Miscellaneous.

                  (a) Effect; Ratification. The amendments set forth herein are
effective solely for the purposes set forth herein and shall be limited
precisely as written, and shall not be deemed to (i) be a consent to, or
acknowledgment of, any amendment, waiver or modification of any other term or
condition of the Purchase Agreement or of any other instrument or agreement
referred to therein or (ii) prejudice any right or remedy which any Purchaser or
the Agent may now have or may have in the future under or in connection with the
Purchase Agreement, as amended hereby, or any other instrument or agreement
referred to therein. Each reference in the Purchase Agreement to "this
Agreement," "herein," "hereof" and words of like import and each reference in
the other Transaction Documents to the "Receivables Purchase Agreement" or to
the "Purchase Agreement" shall mean the Purchase Agreement as amended hereby.
This Amendment shall be construed in connection with and as part of the Purchase
Agreement and all terms, conditions, representations, warranties, covenants and
agreements set forth in the Purchase Agreement and each other instrument or
agreement referred to therein, except as herein amended, are hereby ratified and
confirmed and shall remain in full force and effect.


                                         AMENDMENT NO. 1 TO AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT
                                       7
<PAGE>
                  (b) Transaction Documents. This Amendment is a Transaction
Document executed pursuant to the Purchase Agreement and shall be construed,
administered and applied in accordance with the terms and provisions thereof.

                  (c) Costs, Fees and Expenses. Seller agrees to reimburse the
Agent and the Purchasers upon demand for all costs, fees and expenses (including
the reasonable fees and expenses of counsels to the Agent and the Purchasers)
incurred in connection with the preparation, execution and delivery of this
Amendment.

                  (d) Counterparts. This Amendment may be executed in any number
of counterparts, each such counterpart constituting an original and all of which
when taken together shall constitute one and the same instrument.

                  (e) Severability. Any provision contained in this Amendment
that is held to be inoperative, unenforceable or invalid in any jurisdiction
shall, as to that jurisdiction, be inoperative, unenforceable or invalid without
affecting the remaining provisions of this Amendment in that jurisdiction or the
operation, enforceability or validity of such provision in any other
jurisdiction.

                  (f) GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                  (g) WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES
TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY
MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT
OF, RELATED TO, OR CONNECTED WITH THIS AMENDMENT, ANY DOCUMENT EXECUTED BY ANY
SELLER PARTY PURSUANT TO THIS AMENDMENT OR THE RELATIONSHIP ESTABLISHED
HEREUNDER OR THEREUNDER.


                                         AMENDMENT NO. 1 TO AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT
                                       8
<PAGE>
                  (h) Amendment to Receivables Sale Agreement. Each of the Agent
and each Purchaser, by its execution hereof, consents to Seller's execution and
delivery of Amendment No. 2 to Receivables Sale Agreement, dated as of the date
hereof and in the form of Exhibit A hereto, by and among Seller and Avnet. Each
of the Agent and each Purchaser deems this paragraph to constitute its prior
written consent to Seller's execution of such amendment and deems this paragraph
to satisfy the requirements of Section 7.1(i)(N) of the Purchase Agreement.

                            (Signature Pages Follow)


                                         AMENDMENT NO. 1 TO AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT
                                       9
<PAGE>
            IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered by their respective duly authorized officers as of the
date first written above.

                                        AVNET RECEIVABLES CORPORATION, as Seller



                                        By:     /s/ David R. Birk
                                                --------------------------------
                                        Name:   David R. Birk
                                        Title:  Vice President and Secretary



                                        AVNET, INC., as Servicer



                                        By:     /s/ Raymond Sadowski
                                                --------------------------------
                                        Name:   Raymond Sadowski
                                        Title:  Senior Vice President and
                                                Chief Financial Officer

                                        PREFERRED RECEIVABLES FUNDING
                                        CORPORATION, as a Company



                                        By:
                                           -------------------------------------
                                                     Authorized Signer



                                        BANK ONE, NA (MAIN OFFICE CHICAGO),
                                        as a Financial Institution and as Agent



                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:


                                         AMENDMENT NO. 1 TO AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT
<PAGE>
                                        AVNET RECEIVABLES CORPORATION, as Seller



                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:



                                        AVNET, INC., as Servicer



                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:



                                        PREFERRED RECEIVABLES FUNDING
                                        CORPORATION, as a Company



                                        By:    /s/ Patrick J. Power
                                               ---------------------------------
                                                   Patrick J. Power
                                                   Authorized Signer



                                        BANK ONE, NA (MAIN OFFICE CHICAGO), as
                                        a Financial Institution and as Agent



                                        By:    /s/ Patrick J. Power
                                               ---------------------------------
                                        Name:  Patrick J. Power
                                        Title: Director, Capital Markets


                                         AMENDMENT NO. 1 TO AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT
<PAGE>
                                        LIBERTY STREET FUNDING CORP., as
                                        a Company



                                        By:    /s/ Andrew L. Stidd
                                               ---------------------------------
                                        Name:  Andrew L. Stidd
                                        Title: President



                                        THE BANK OF NOVA SCOTIA, as a Financial
                                        Institution



                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:


                                         AMENDMENT NO. 1 TO AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT
<PAGE>
                                        LIBERTY STREET FUNDING CORP., as a
                                        Company



                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:



                                        THE BANK OF NOVA SCOTIA, as a Financial
                                        Institution



                                        By:    /s/ J. Alan Edwards
                                               ---------------------------------
                                        Name:  J. Alan Edwards
                                        Title: Managing Director


                                         AMENDMENT NO. 1 TO AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT
<PAGE>
                                                                         ANNEX A

                                   SCHEDULE A

                      COMMITMENTS, COMPANY PURCHASE LIMITS,
              PAYMENT ADDRESSES AND RELATED FINANCIAL INSTITUTIONS

           COMMITMENTS AND PAYMENT ADDRESSES OF FINANCIAL INSTITUTIONS

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
     Financial Institution               Commitment               Payment Address
-------------------------------------------------------------------------------------------
<S>                                     <C>              <C>
Bank One, NA (Main Office Chicago)      $204,000,000     Bank One, NA (Main Office Chicago)
                                                         Asset Backed Finance
                                                         Suite IL1-0596, 1-21
                                                         1 Bank One Plaza
                                                         Chicago, Illinois  60670-0596
                                                         Fax:  (312) 732-4487
-------------------------------------------------------------------------------------------
The Bank of Nova Scotia                 $153,000,000     The Bank of Nova Scotia
                                                         One Liberty Plaza, 26th Floor
                                                         New York, NY  10006
                                                         Attn:  Rick Taiano
                                                         Phone: (212) 506-2257,
                                                                 ext. 3194
                                                         Fax:   (212) 506-6994
-------------------------------------------------------------------------------------------
</TABLE>


                                         AMENDMENT NO. 1 TO AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT
<PAGE>
                 COMPANY PURCHASE LIMITS, PAYMENT ADDRESSES AND
                   RELATED FINANCIAL INSTITUTIONS OF COMPANIES

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
        Company               Company Purchase         Payment Address             Related Financial
                                   Limit                                             Institution(s)
-----------------------------------------------------------------------------------------------------
<S>                           <C>                <C>                               <C>
Preferred Receivables           $200,000,000     c/o Bank One, NA (Main Office     Bank One, NA
Funding Corporation                              Chicago), as Agent                (Main Office
                                                 Asset Backed Finance              Chicago)
                                                 Suite IL1-0079, 1-19
                                                 1 Bank One Plaza
                                                 Chicago, Illinois  60670-0079
                                                 Fax:  (312) 732-1844
-----------------------------------------------------------------------------------------------------
Liberty Street Funding Corp.    $150,000,000     c/o The Bank of Nova Scotia       The Bank of Nova
                                                 One Liberty Plaza, 26th Floor     Scotia
                                                 New York, NY  10006
                                                 Attn:  Rick Taiano
                                                 Phone: (212) 506-2257,
                                                         ext. 3194
                                                 Fax:   (212) 506-6994
-----------------------------------------------------------------------------------------------------
</TABLE>


                                         AMENDMENT NO. 1 TO AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT
<PAGE>
                                   EXHIBIT A

             FORM OF AMENDMENT NO. 2 TO RECEIVABLES SALE AGREEMENT

                                  See Attached







                                         AMENDMENT NO. 1 TO AMENDED AND RESTATED
                                                  RECEIVABLES PURCHASE AGREEMENT
<PAGE>
                               AMENDMENT NO. 2 TO
                           RECEIVABLES SALE AGREEMENT

            This Amendment No. 2 to Receivables Sale Agreement (this
"Amendment") is entered into as of June 26, 2002, between Avnet, Inc., a New
York corporation ("Originator"), and Avnet Receivables Corporation, a Delaware
corporation ("Buyer").

                                    RECITALS

            Originator and Buyer entered into that certain Receivables Sale
Agreement, dated as of June 28, 2001, and amended such Receivables Sale
Agreement pursuant to Amendment No. 1 thereto, dated as of February 6, 2002
(such agreement, as so amended, the "Sale Agreement").

            Avnet Receivables Corporation, as Seller, Avnet, Inc., as Servicer,
the Financial Institutions party thereto, the Companies party thereto and Bank
One, NA (Main Office Chicago), as agent, are entering into Amendment No. 1 to
Amended and Restated Receivables Purchase Agreement, dated as of June 26, 2002
(the "RPA Amendment").

            Each of the parties hereto now desires to amend the Sale Agreement,
subject to the terms and conditions hereof, to, among other things, conform the
Sale Agreement with the amendments contemplated by the RPA Amendment, as more
particularly described herein.

                                    AGREEMENT

            NOW, THEREFORE, in consideration of the premises, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

            Section 1. Definitions Used Herein. Capitalized terms used herein
and not otherwise defined herein shall have the respective meanings set forth
for such terms in, or incorporated by reference into, the Sale Agreement.

            Section 2. Amendments. Subject to the terms and conditions set forth
herein, the Sale Agreement is hereby amended as follows:

                  (a) Section 5.1(f) of the Sale Agreement is hereby amended and
restated, in its entirety, to read as follows:

            (f)   (i) The senior unsecured long-term debt rating of


                                                              AMENDMENT NO. 2 TO
                                                      RECEIVABLES SALE AGREEMENT
<PAGE>
      Avnet shall fall below BBB-, as determined by Standard & Poor's Ratings
      Services, and shall fall below Baa3, as determined by Moody's Investors
      Service, Inc., or (ii) the senior unsecured long-term debt rating of Avnet
      shall be BB-, as determined by Standard & Poor's Ratings Services, or
      (iii) the senior unsecured long-term debt rating of Avnet shall be Ba3, as
      determined by Moody's Investors Service, Inc.

                  (b) Section 7.1(b) of the Sale Agreement is hereby amended by
replacing the phrase "the Agent and the Financial Institutions or the Required
Financial Institutions" at the end of such section with the phrase "the Agent
and the Required Purchasers".

            Section 3. Conditions to Effectiveness of Amendment. This Amendment
shall become effective as of the date hereof, upon the satisfaction of the
conditions precedent that:

                  (a) Amendment. The Buyer and the Agent shall have received, on
or before the date hereof, executed counterparts of this Amendment, duly
executed by each of the parties hereto.

                  (b) RPA Amendment. All conditions precedent contained in
Section 4 of the RPA Amendment shall have been satisfied and the RPA Amendment
shall be in full force and effect.

                  (c) Representations and Warranties. As of the date hereof,
both before and after giving effect to this Amendment, all of the
representations and warranties contained in the Sale Agreement and in each other
Transaction Document shall be true and correct as though made on and as of the
date hereof (and by its execution hereof, each of Buyer and Originator shall be
deemed to have represented and warranted such).

                  (d) No Termination Event or Potential Termination Event. As of
the date hereof, both before and after giving effect to this Amendment, no
Termination Event or Potential Termination Event shall have occurred and be
continuing (and by its execution hereof, Buyer and Originator shall be deemed to
have represented and warranted such).


                                                              AMENDMENT NO. 2 TO
                                                      RECEIVABLES SALE AGREEMENT
                                       2
<PAGE>
            Section 4. Miscellaneous.

                  (a) Effect; Ratification. The amendments set forth herein are
effective solely for the purposes set forth herein and shall be limited
precisely as written, and shall not be deemed (i) to be a consent to any
amendment, waiver or modification of any other term or condition of the Sale
Agreement or of any other instrument or agreement referred to therein or (ii) to
prejudice any right or remedy which Buyer (or any of its assigns) may now have
or may have in the future under or in connection with the Sale Agreement, as
amended hereby, or any other instrument or agreement referred to therein. Each
reference in the Sale Agreement to "this Agreement," "herein," "hereof" and
words of like import and each reference in the other Transaction Documents to
the Sale Agreement, to the "Receivables Sale Agreement" or to the "Sale
Agreement" shall mean the Sale Agreement as amended hereby. This Amendment shall
be construed in connection with and as part of the Sale Agreement and all terms,
conditions, representations, warranties, covenants and agreements set forth in
the Sale Agreement and each other instrument or agreement referred to therein,
except as herein amended, are hereby ratified and confirmed and shall remain in
full force and effect.

                  (b) Transaction Documents. This Amendment is a Transaction
Document executed pursuant to the Sale Agreement and shall be construed,
administered and applied in accordance with the terms and provisions thereof.

                  (c) Costs, Fees and Expenses. Originator agrees to reimburse
Buyer and its assigns upon demand for all costs, fees and expenses in connection
with the preparation, execution and delivery of this Amendment (including the
reasonable fees and expenses of counsel to Buyer and its assigns).

                  (d) Counterparts. This Amendment may be executed in any number
of counterparts, each such counterpart constituting an original and all of which
when taken together shall constitute one and the same instrument.

                  (e) Severability. Any provision contained in this Amendment
which is held to be inoperative, unenforceable or invalid in any jurisdiction
shall, as to that jurisdiction, be inoperative, unenforceable or invalid without
affecting the remaining provisions of this Amendment in that jurisdiction or the
operation, enforceability or validity of such provision in any other
jurisdiction.

                  (f) GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK EXCLUDING
CHOICE-OF-LAW PRINCIPLES OF


                                                              AMENDMENT NO. 2 TO
                                                      RECEIVABLES SALE AGREEMENT
                                       3
<PAGE>
THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A
JURISDICTION OTHER THAN SUCH STATE.

                            (Signature Page Follows)





                                                              AMENDMENT NO. 2 TO
                                                      RECEIVABLES SALE AGREEMENT
                                       4
<PAGE>
            IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered by their respective duly authorized officers as of the
date first written above.

                                           AVNET, INC.



                                           By:
                                              ----------------------------------
                                           Name:
                                           Title:



                                           AVNET RECEIVABLES CORPORATION

                                           By:
                                              ----------------------------------
                                           Name:
                                           Title:


                                                              AMENDMENT NO. 2 TO
                                                      RECEIVABLES SALE AGREEMENT
                                       5

</TEXT>
</DOCUMENT>
