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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000007536-01-500006.txt : 20010402
<SEC-HEADER>0000007536-01-500006.hdr.sgml : 20010402
ACCESSION NUMBER:		0000007536-01-500006
CONFORMED SUBMISSION TYPE:	10-K405
PUBLIC DOCUMENT COUNT:		15
CONFORMED PERIOD OF REPORT:	20001231
FILED AS OF DATE:		20010330

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ARROW ELECTRONICS INC
		CENTRAL INDEX KEY:			0000007536
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065]
		IRS NUMBER:				111806155
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-K405
		SEC ACT:		
		SEC FILE NUMBER:	001-04482
		FILM NUMBER:		1584988

	BUSINESS ADDRESS:	
		STREET 1:		25 HUB DR
		CITY:			MELVILLE
		STATE:			NY
		ZIP:			11747
		BUSINESS PHONE:		5163911300
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K405
<SEQUENCE>1
<FILENAME>q40010kd.txt
<DESCRIPTION>FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2000
<TEXT>


                                  Form 10-K
                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549
(Mark One)
      X    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     ---                     EXCHANGE ACT OF 1934

               For the fiscal year ended December 31, 2000

	                            OR

        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    ---                      EXCHANGE ACT OF 1934

        For the transition period from............to.................

                      Commission file number 1-4482

                          ARROW ELECTRONICS, INC.
          ------------------------------------------------------
          (Exact name of Registrant as specified in its charter)

             New York                                       11-1806155
  -------------------------------                     -----------------------
  (State or other jurisdiction of                     (I.R.S. Employer
   incorporation or organization)                      Identification Number)

    25 Hub Drive, Melville, New York                         11747
- ----------------------------------------                   ----------
(Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code        (516) 391-1300
                                                          --------------

      Securities registered pursuant to Section 12(b) of the Act:

                                                Name of Each Exchange on
      Title of Each Class                          Which Registered
      -------------------                       ------------------------
      Common Stock, $1 par value                New York Stock Exchange
      Preferred Share Purchase Rights           New York Stock Exchange

      Securities registered pursuant to Section 12(g) of the Act: None

   Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes  X   No
                                                    ---     ---
   Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.   [ X ]

   The aggregate market value of voting stock held by nonaffiliates of the
registrant as of March 2, 2001 was $2,667,130,388.

   Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.

   Common Stock, $1 par value:  98,450,032 shares outstanding at March 2,
2001.

The following documents are incorporated herein by reference:

1. Proxy Statement to be filed in connection with Annual Meeting of
Shareholders to be held May 11, 2001 (incorporated in Part III).

                                PART I

Item 1.  Business.
         --------
Arrow Electronics, Inc. (the "company"), incorporated in New York in 1946, is
the world's largest distributor of electronic components and computer
products to industrial and commercial customers.  As the global electronics
distribution industry's leader in operating systems, employee productivity,
value-added programs, and total quality assurance, the company is the
distributor of choice for over 600 suppliers.

The company's global distribution network spans the world's three largest
electronics markets - the Americas, Europe, and the Asia/Pacific region.  The
company serves a diversified base of original equipment manufacturers (OEMs),
contract manufacturers (CM's), and commercial customers worldwide.  OEMs
include manufacturers of computer and office products, industrial equipment
(including machine tools, factory automation, and robotic equipment),
telecommunications products, aircraft and aerospace equipment, and scientific
and medical devices. Commercial customers are mainly value-added resellers
(VARs) of computer systems. The company maintains over 225 sales facilities
and 23 distribution centers in 39 countries.  Through this network, the
company can offer one of the broadest line cards in the industry and a wide
range of value-added services to help customers reduce their time to market,
lower their total cost of ownership, and enhance their overall
competitiveness.

The company continues to lead the electronics distribution industry by
forging alliances around the world.  In April 2000, the company acquired
Tekelec Europe ("Tekelec"), one of Europe's leading distributors of high-tech
components and systems.  The company acquired a majority interest in the
electronics distribution business of Rapac Electronics Ltd. ("Rapac"), one of
the leading distribution groups in Israel, in May 2000.  In June 2000, the
company acquired Jakob Hatteland Electronic AS ("Hatteland"), one of the
Nordic region's leading distributors of electronic components.  In addition,
the company acquired a majority interest in Dicopel S.A. de C.V. ("Dicopel"),
one of the largest distributors in Mexico, in July 2000.  In October 2000,
the company acquired Wyle Components and Wyle Systems (collectively, "Wyle"),
part of the electronics distribution businesses of E.ON AG (formerly VEBA AG)
and the open computing alliance subsidiary of Merisel, Inc. ("MOCA"), one of
the leading distributors of Sun Microsystems products.  The company also
increased its holdings in both Silverstar Ltd., S.p.A. and Consan
Incorporated to 100 percent and acquired an additional 6 percent interest in
Scientific and Business Minicomputers, Inc.

The company has made strategic investments in selected Internet start-ups, in
addition to its own Internet venture, arrow.com, to tap into certain market
segments not reached today.  In January 2000, the company acquired an
interest in Viacore, Inc., a service provider of an eBusiness hub for
business processes between trading partners in the information technology
supply chain.  In April 2000, the company acquired an interest in eConnections,
an internet company which provides supply chain partners with integrated,
independent, and custom-tailored solutions to improve communications, cut costs,
and enhance margins.  In June 2000, the company acquired an interest in
Buckaroo.com, an Internet marketplace for the DRAM industry.  In October
2000, QuestLink Technology, Inc. and ChipCenter LLC, two e-commerce companies
the company had previously invested in, agreed to be merged to form eChips, a
sales and marketing channel that serves the global electronics engineering
and purchasing communities.

During the fourth quarter of 1999 Arrow introduced arrow.com PRO-Series, a
suite of on-line supply chain management tools.  PRO-Series gives customers
Internet-based, 24 hour access to the company's inventory plus the ability to
place, modify, monitor, and manage every order on-line.

The Americas Components is comprised of targeted sales and marketing groups
providing tailored solutions to nine distinct customer segments.  The
Americas Components offers one of the broadest line cards in the industry.

North American Computer Products ("NACP"), formerly Gates/Arrow Distributing,
Inc., is a full-line technical distributor of computer systems, peripherals,
and software to value-added resellers in the U.S. and Canada.

The company is one of the largest Pan-European electronics components
distributor as well as the largest electronics distributor in Northern,
Central and Southern Europe.  In its Northern European region, the company
serves Denmark, Estonia, Finland, Ireland, Norway, Sweden, and the United
Kingdom.  In its Central European region, the company serves Austria,
Belgium, the Czech Republic, Germany, Hungary, the Netherlands, Poland,
Slovenia, and Switzerland, and in its Southern European region the company
serves France, Greece, Israel, Italy, Portugal, Spain, and Turkey.

The company is the largest electronics distributor in the Asia/Pacific
region.  Arrow/Components Agent Limited ("CAL"), Arrow/Strong Electronics
("Strong"), and Arrow/Australia are the region's leading multi-national
distributors. CAL, headquartered in Hong Kong, maintains additional facilities
in key cities in Singapore, Malaysia, the People's Republic of China, India,
Thailand, the Philippines, and South Korea.  Strong, headquartered in Taipei,
serves customers in Taiwan, South Korea, Singapore, Thailand, and Malaysia.
Arrow/Ally also serves customers in Taiwan and Arrow Components (NZ) services
customers in New Zealand.

The company distributes a broad range of electronic components, computer
products, and related equipment.  About 64 percent of the company's
consolidated sales are comprised of semiconductor products; industrial and
commercial computer products, including servers, workstations, storage
products, microcomputer boards and systems, design systems, desktop computer
systems, terminals, printers, controllers, and communication control
equipment, account for about 20 percent; and the remaining sales are of
passive, electromechanical, and interconnect products, principally
capacitors, resistors, potentiometers, power supplies, relays, switches, and
connectors.

The financial information about the company's reportable segments and foreign
and domestic operations can be found in Note 12 of the Notes to Consolidated
Financial Statements.

Most manufacturers of electronic components and computer products rely on
authorized distributors, such as the company, to augment their sales and
marketing operations.  As a stocking, marketing, and financial intermediary,
the distributor relieves manufacturers of a portion of the costs and
personnel associated with stocking and selling their products (including
otherwise sizable investments in finished goods inventories, accounts
receivable systems, and distribution networks), while providing
geographically dispersed selling, order processing, and delivery
capabilities.  At the same time, the distributor offers a broad range of
customers the convenience of accessing from a single source multiple products
from multiple suppliers and rapid or scheduled deliveries, as well as other
value-added services such as kitting and memory programming capabilities.
The growth of the electronics distribution industry has been fostered by the
many manufacturers who recognize their authorized distributors as essential
extensions of their marketing organizations.

The company and its affiliates serve over 200,000 industrial and commercial
customers. Industrial customers range from major OEMs and CMs to small
engineering firms, while commercial customers include principally VARs and
OEMs.

Most of the company's customers require delivery of the products they have
ordered on schedules that are generally not available on direct purchases
from manufacturers, and frequently their orders are of insufficient size to
be placed directly with manufacturers.  No single customer accounted for more
than 5 percent of the company's 2000 sales.

The electronic components and other products offered by the company are sold
by field sales representatives, who regularly call on customers in assigned
market areas, and by telephone from the company's selling locations, from
which inside sales personnel with access to pricing and stocking data
provided by computer display terminals accept and process orders.  Each of
the company's North American selling locations, warehouses, and primary
distribution centers is electronically linked to the business' central
computer, which provides fully integrated, on-line, real-time data with
respect to nationwide inventory levels and facilitates control of purchasing,
shipping, and billing.  The company's international operations have similar
on-line, real-time computer systems and they can access Arrow's Worldwide Stock
Check System, which provides access to the company's on-line, real-time
inventory system.

There are over 600 manufacturers whose products are sold by the company.
Altera Corporation accounted for approximately 10 percent of the business'
purchases.  The company does not regard any one supplier of products to be
essential to its operations and believes that many of the products presently
sold by the company are available from other sources at competitive prices.
Most of the company's purchases are pursuant to authorized distributor
agreements which are typically cancelable by either party at any time or on
short notice.

Approximately 71 percent of the company's inventory consists of
semiconductors.  It is the policy of most manufacturers to protect authorized
distributors, such as the company, against the potential write-down of such
inventories due to technological change or manufacturers' price reductions.
Under the terms of the related distributor agreements, and assuming the
distributor complies with certain conditions, such suppliers are required to
credit the distributor for inventory losses incurred through reductions in
manufacturers' list prices of the items.  In addition, under the terms of
many such agreements, the distributor has the right to return to the
manufacturer for credit a defined portion of those inventory items purchased
within a designated period of time.

A manufacturer who elects to terminate a distributor agreement is generally
required to purchase, from the distributor, the total amount of its products
carried in inventory.  While these industry practices do not wholly protect
the company from inventory losses, management believes that they currently
provide substantial protection from such losses.

The company's business is extremely competitive, particularly with respect to
prices, franchises, and, in certain instances, product availability.  The
company competes with several other large multi-national, national, and
numerous regional and local distributors.  As the world's largest electronics
distributor, the company's financial resources and sales are greater than
those of its competitors.

The company and its affiliates employ over 12,200 people worldwide.

Executive Officers

The following table sets forth the names and ages of, and the positions and
offices with the company held by, each of the executive officers of the
company.

Name                    Age     Position or Office Held
- ----                    ---     -----------------------

Stephen P. Kaufman      59      Chairman
Francis M. Scricco      51      President and Chief Executive Officer
Robert E. Klatell       55      Executive Vice President, General Counsel,
                                 and Secretary
Sam R. Leno             55      Senior Vice President and Chief Financial
                                 Officer
Betty Jane Scheihing    52      Senior Vice President
Steven W. Menefee       55      Senior Vice President and President of Arrow
                                 Asia
Arthur H. Baer          54      Vice President and President of Arrow Europe
Jan M. Salsgiver        44      Vice President and President of the Americas
                                 Components
Michael J. Long         42      Vice President and President of North
                                 American Computer Products

Set forth below is a brief account of the business experience during the past
five years of each executive officer of the company.

Stephen P. Kaufman has been Chairman of the company since May 1994.  In
addition, he served as Chief Executive Officer from September 1986 to July
2000.

Francis M. Scricco has been Chief Executive Officer since July 2000 and
President since June 1999.  From September 1997 through July 2000 he served
as Chief Operating Officer.  Prior thereto he was Executive Vice President
since August 1997.  From March 1994 through August 1997 he was a Group
President at Fischer Scientific International, Inc.

Robert E. Klatell has been Executive Vice President since July 1995 and has
served as Senior Vice President, General Counsel, and Secretary of the
company for more than five years.  He also served as Chief Financial Officer
from January 1992 to April 1996 and Treasurer from October 1990 to April
1996.

Sam R. Leno has been Senior Vice President and Chief Financial Officer since
March 1999.  From July 1995 through February 1999, he served as Executive
Vice President and Chief Financial Officer of Corporate Express, Inc.

Betty Jane Scheihing has been a Senior Vice President since May 1996 and
served as a Vice President of the company for more than five years prior
thereto.

Steven W. Menefee has been a Senior Vice President of the company since July
1995 and served as a Vice President of the company for more than five years
prior thereto.  In addition, he was appointed President of Arrow Asia in
September 1998.

Arthur H. Baer was named President of Arrow Europe and a Vice President of
the company in January 2000.  Prior to joining the company, he was President of
Hudson Valley Publishing, Inc. from February 1998 through December 1999 and
President of Xyan, Inc. from April 1996 through February 1998.  Prior
thereto, he served as Dean of the College of Business Administration at
Drexel University from May 1993 through April 1996.

Jan M. Salsgiver has been President of the Americas Components since July
1999.  Prior thereto, she served as President of the Arrow Supplier Services
Group since its inception in January 1998.  Prior thereto, she was President
of the Arrow/Schweber Electronics Group since November 1995.  In addition,
she has been a Vice President of the company for more than five years.

Michael J. Long has been President and Chief Operating Officer of NACP since
July 1999.  In addition, he has been a Vice President of the company for more
than five years and President of Gates/Arrow Distributing since November
1995.

Item 2.  Properties.
         ----------

The company owns and leases sales offices, distribution centers, and
administrative facilities worldwide.  The company's executive office, a
132,000 square foot facility in Melville, New York, is owned by the company.
Including the executive office, eighteen locations are owned throughout the
Americas, Europe, and Asia, and another facility has been sold and leased back
in connection with the financing thereof.  The company occupies over 290
additional locations under leases due to expire on various dates to 2053.
The company believes its facilities are well maintained and suitable for
company operations.

Item 3.  Legal Proceedings.
         -----------------

The environmental remediation of a "superfund site" the company owns (as the
result of the discontinued lead-refining operations of a subsidiary formerly
owned by the company) has been completed pursuant to the terms of a consent
decree with U.S. EPA and the State of Florida.  Removal of the site from the
National Priorities List is expected shortly.  Long-term monitoring
activities at the site for which the company remains responsible are not
expected to have a material adverse impact on the company's liquidity,
resources, or results.

Item 4.  Submission of Matters to a Vote of Security Holders.
         ---------------------------------------------------

None.

                                  PART II


Item 5.  Market Price of the Registrant's Common Equity and Related
         ----------------------------------------------------------
         Stockholder Matters.
         -------------------

Market Information

The company's common stock is listed on the New York Stock Exchange (trading
symbol: "ARW").  The high and low sales prices during each quarter of 2000
and 1999 were as follows:

Year                                                High        Low
- ----                                                ----        ---

2000:
  Fourth Quarter                                  $37-3/16    $22-1/16
  Third Quarter                                    39-7/8      30-3/8
  Second Quarter                                   46          28-1/4
  First Quarter                                    37-1/2      20-1/2

1999:
  Fourth Quarter                                  $26-1/2     $14-3/4
  Third Quarter                                    23-1/8      16-5/8
  Second Quarter                                   19-7/8      14-5/8
  First Quarter                                    26-9/16     13-3/16


Holders

On March 2, 2001, there were approximately 3,200 shareholders of record of
the company's common stock.


Dividend History

The company has not paid cash dividends on its common stock during the past
five years.  While the board of directors considers the payment of dividends
on the common stock from time to time, the declaration of future dividends
will be dependent upon the company's earnings, financial condition, and other
relevant factors.


Item 6.  Selected Financial Data.
         -----------------------

The following table sets forth certain selected consolidated financial data
and should be read in conjunction with the company's consolidated financial
statements and related notes appearing elsewhere in this annual report.

<TABLE>
<CAPTION>

SELECTED FINANCIAL DATA
(In thousands except per share data)

For the year
  ended:                2000       1999(a)      1998       1997(b)      1996
                    -----------  ----------  ----------  ----------  ----------
<S>                 <C>          <C>         <C>         <C>         <C>
Sales               $12,959,250  $9,312,625  $8,344,659  $7,763,945  $6,534,577
                    ===========  ==========  ==========  ==========  ==========

Operating income       $784,107    $338,661    $352,504    $374,721    $400,627
                       ========    ========    ========    ========    ========

Net income             $357,931    $124,153    $145,828    $163,656    $202,709
                       ========    ========    ========    ========    ========

Per common share (c)
  Basic                   $3.70       $1.31       $1.53       $1.67       $2.01
                          =====       =====       =====       =====       =====
  Diluted                  3.62        1.29        1.50        1.64        1.98
                          =====       =====       =====       =====       =====

At year-end:
Accounts receivable
  and inventories   $ 5,608,256  $3,083,583  $2,675,612  $2,475,407  $1,947,719
Total assets          7,604,541   4,483,255   3,839,871   3,537,873   2,710,351
Long-term debt        3,027,671   1,533,421   1,047,041     829,827     352,576
Shareholders'
  equity              1,913,748   1,550,529   1,487,319   1,360,758   1,358,482

(a) Operating and net income include a special charge of $24.6 million
    and $16.5 million after taxes, respectively, associated with the
    acquisition and integration of Richey Electronics, Inc. and the
    electronics distribution group of Bell Industries, Inc.  Excluding
    this charge, operating income, net income, and earnings per share
    on a basic and diluted basis were $363.2 million, $140.6 million,
    $1.48, and $1.46, respectively.

(b) Operating and net income include special charges totaling $59.5
    million and $40.4 million after taxes, respectively, associated with
    the realignment of the North American Components Operations and the
    acquisition and integration of the volume electronic component
    distribution businesses of Premier Farnell plc. Excluding these
    charges, operating income, net income, and earnings per share on a
    basic and diluted basis were $434.2 million, $204.1 million, $2.08,
    and $2.05, respectively.

(c) Per share amounts in 1996 have been restated to reflect the two-for-
    one stock split effective October 15, 1997.

</TABLE>

Item 7.  Management's Discussion and Analysis of Financial Condition and
         ---------------------------------------------------------------
         Results of Operations.
         ---------------------

For an understanding of the significant factors that influenced the company's
performance during the past three years, the following discussion should be
read in conjunction with the consolidated financial statements and other
information appearing elsewhere in this annual report.

Sales

Consolidated sales of $13 billion in 2000 were 39 percent higher than 1999
sales of $9.3 billion.  This sales increase was driven by a 61 percent growth
in the sales of core components and acquisitions offset, in part, by foreign
exchange rate differences, fewer sales of low margin microprocessors (a product
segment not considered a part of the company's core business), and market
conditions for computer products.  Excluding the impact of acquisitions, foreign
exchange rate differences, and lower microprocessor sales, sales increased by
34 percent over the prior year.

In 1999, consolidated sales increased to $9.3 billion.  This 12 percent sales
growth over 1998 was principally due to growth in the worldwide core components
operations and acquisitions offset, in part, by fewer sales of low margin
microprocessors and foreign exchange rate differences.  Excluding the impact of
acquisitions, foreign exchange rate differences, and lower microprocessor sales,
consolidated revenue increased by 8 percent over the prior year and sales of
core components increased by 10 percent.  Sales of commercial computer products
increased marginally over 1998's level due principally to softening demand and
lower average selling prices, offset by increasing unit shipments, as a result
of market conditions.

Consolidated sales of $8.3 billion in 1998 were 7 percent higher than 1997
sales of $7.8 billion.  This sales growth was due to an approximate $700 million
increase in sales of commercial computer products.  The worldwide market for
electronic components continued to be characterized by product availability well
in excess of demand and resultant pressure on average selling prices and gross
profit margins resulting in a decline in sales.

Operating Income

Operating income increased to $784.1 million in 2000, compared to $363.2
million in 1999, excluding the integration charge of $24.6 million associated
with the acquisition and integration of Richey Electronics, Inc. ("Richey")
and the electronics distribution group of Bell Industries, Inc. ("EDG").  This
increase in operating income was a result of increased sales in the core
components businesses around the world and increased gross profit margins, as
well as the full year impact of cost savings resulting from the integration
of Richey and EDG offset, in part, by lower sales of computer products and
increased spending in the company's Internet business. Operating expenses as
a percentage of sales were 9.6 percent, the lowest in the company's history.

In 1999, the company's consolidated operating income decreased to $338.7 million
from $352.5 million in 1998, principally as a result of the special charge of
$24.6 million.  Excluding this integration charge, operating income was $363.2
million. Operating income, excluding the integration charge, increased as a
result of higher sales, improved gross profit margins in the core components
operations in the latter part of 1999, and improved operating efficiencies
resulting from the integration of Richey and EDG into the company offset, in
part, by lower gross profit margins in the computer products operations,
increased non-cash amortization expense associated with goodwill, investments
made in systems, including the Internet, and personnel to support anticipated
increases in business activities.

The company's consolidated operating income decreased to $352.5 million in
1998, compared with operating income of $374.7 million in 1997, including
special charges of $59.5 million.  Excluding the special charges, operating
income in 1997 was $434.2 million.  The reduction in operating income reflected
a decline in the sales of the components business in North America, a further
decline in gross margins due to proportionately higher sales of lower margin
commercial computer products, and competitive pricing pressures throughout the
world offset, in part, by the impact of increased sales and the benefits of
continuing economies of scale.  Operating expenses as a percent of sales
remained consistent with 1997 at 9.7 percent.

Interest Expense

Interest expense of $171.3 million in 2000 increased by $65 million from 1999
as a result of increases in borrowings to fund the company's acquisitions,
working capital requirements, capital expenditures, and investments in Internet
joint ventures.

In 1999, interest expense increased to $106.3 million from $81.1 million in
1998, reflecting both increases in borrowings to fund acquisitions and
investments in working capital.

Interest expense of $81.1 million in 1998 increased by $14 million from the
1997 level, reflecting increases in borrowings associated with acquisitions
and investments in working capital.

Income Taxes

The company recorded a provision for taxes at an effective tax rate of 40.7
percent in 2000 compared with 43 percent, excluding the integration charge,
in 1999.  The lower rate for 2000 is due to the company's significantly
increased operating income, which lowered the negative effect of non-
deductible goodwill amortization on the company's effective tax rate.

In 1999, the company recorded a provision for taxes at an effective tax rate
of 43 percent, excluding the integration charge, compared with 42.2 percent
in 1998. The increased rate for 1999 is due to the non-deductibility of
goodwill amortization.

The company recorded a provision for taxes at an effective tax rate of 42.2
percent in 1998 compared with 41 percent, excluding the special charges, in
1997. The higher effective rate in 1998 is due to the non-deductibility of
goodwill amortization.

Net Income

Net income in 2000 was $357.9 million, an increase from $124.2 million in
1999 ($140.6 million excluding the integration charge).  The increase in net
income is a result of increased sales, improved gross profit margins, and
continued expense control offset, in part, by higher levels of interest
expense.

In 1999, the company's net income decreased to $124.2 million from $145.8
million in 1998.  Excluding the integration charge, net income was $140.6
million.  The decrease in net income, excluding the integration charge, was
primarily attributable to an increase in operating income and a decrease in
minority interest, offset by an increase in interest expense.

Net income in 1998 was $145.8 million, a decrease from $204.1 million, before
the special charges of $59.5 million ($40.4 million after taxes), in 1997.
The decrease in net income is attributable to lower operating income and
increases in interest expense.

Liquidity and Capital Resources

The company maintains a significant investment in accounts receivable and
inventories.  Consolidated current assets, as a percentage of total assets,
were approximately 76 percent and 70 percent in 2000 and 1999, respectively.

In 2000, working capital increased by 74 percent, or $1.36 billion, compared
with 1999.  Excluding the impact of acquisitions, working capital increased
by 28 percent, or $508 million, due to increased sales and higher working
capital requirements.

The net amount of cash used for operating activities in 2000 was $336.4
million, principally resulting from increased accounts receivable and
inventories offset, in part, by increased payables and earnings for the year.
The net amount of cash used for investing activities was $1.4 billion,
including $1.2 billion primarily for the acquisitions of Wyle Electronics and
Wyle Systems (collectively, "Wyle"), the open computing alliance subsidiary
of Merisel, Inc. ("MOCA"), Jakob Hatteland Electronic AS ("Hatteland"), and
Tekelec Europe ("Tekelec"), and $80.2 million for various capital expenditures.
The net amount of cash provided by financing activities was $1.7 billion,
primarily reflecting the issuance of senior debentures, borrowings under the
company's commercial paper program, and various short-term borrowings.

In February 2001, the company entered into a 364-day $625 million credit
facility which expires in February 2002 and a three-year revolving credit
agreement providing up to $625 million of available credit.  These credit
facilities replaced the previously existing 364-day credit facility and the
global multi-currency credit facility.

In addition, during the first quarter of 2001, the company completed the sale
of $1.5 billion principal amount at maturity of zero coupon convertible senior
debentures (the "convertible debentures") due February 21, 2021.  The
convertible debentures were priced with a yield to maturity of 4% per annum and
may be converted into the company's common stock at a conversion price of
$37.83 per share.  The company may redeem all or part of the convertible
debentures at any time on or after February 21, 2006.  Holders of the
convertible debentures may require the company to repurchase the debentures
on February 21, 2006, 2011, or 2016.  The net proceeds resulting from this
transaction of approximately $672 million were used to repay short-term debt.

Working capital increased by $138 million, or 8 percent, in 1999 compared
with 1998. This increase was due to increased sales, higher working capital
requirements, and acquisitions.

The net amount of cash used for the company's operating activities in 1999
was $33.5 million, principally reflecting increased customer receivables due
to accelerated sales growth in the fourth quarter offset, in part, by earnings
for the year.  The net amount of cash used for investing activities was $543.3
million, including $459.1 million for the acquisitions of Richey, EDG,
Industrade AG, interests in the Elko Group and Panamericana Comercial
Importadora, S.A., the remaining interests in Spoerle Electronic and Support
Net, Inc., and an additional interest in Scientific and Business
Minicomputers, Inc. (SBM), as well as certain Internet-related investments,
and $84.2 million for various capital expenditures.  The net amount of cash
provided by financing activities was $479.1 million, reflecting borrowings
under the company's commercial paper program, the issuance of the company's
floating rate notes, and credit facilities offset, in part, by the repayment
of Richey's 7% convertible subordinated notes and debentures, 8.29% senior
debentures, and distributions to partners.

In 1998, working capital increased by 18 percent, or $262 million, compared
with 1997. This increase was due to higher working capital requirements and
acquisitions.

The net amount of cash provided by operations in 1998 was $43.6 million, the
principal element of which was the cash flow resulting from net earnings
offset, in part, by working capital usage.  The net amount of cash used by
the company for investing purposes was $129.6 million, including $70.6
million for various acquisitions.  Cash flows provided by financing
activities were $131.4 million, principally reflecting the $445.7 million of
proceeds from the issuance of the company's 6 7/8% senior debentures and
6.45% senior notes offset, in part, by the reduction in the company's credit
facilities, purchases of common stock, and distributions to partners.

Information Relating to Forward-Looking Statements

This report includes forward-looking statements that are subject to certain
risks and uncertainties which could cause actual results or facts to differ
materially from such statements for a variety of reasons, including, but not
limited to:  industry conditions, changes in product supply, pricing and
customer demand, competition, other vagaries in the electronic components and
commercial computer products markets, and changes in relationships with key
suppliers. Shareholders and other readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date
on which they are made.  The company undertakes no obligation to update
publicly or revise any forward-looking statements.

Item 7A. Market and Other Risks.
         ----------------------

The company is exposed to market risk from changes in foreign currency
exchange rates and interest rates.

The company, as a large international organization, faces exposure to adverse
movements in foreign currency exchange rates.  These exposures may change
over time as business practices evolve and could have a material impact on
the company's financial results in the future.  The company's primary
exposure relates to transactions in which the currency collected from
customers is different from the currency utilized to purchase the product
sold in Europe, the Asia/Pacific region, and Latin and South America.  At the
present time, the company hedges only those currency exposures for which
natural hedges do not exist. Anticipated foreign currency cash flows and
earnings and investments in businesses in Europe, the Asia/Pacific region,
and Latin and South America are not hedged as in many instances there are
natural offsetting positions.  The translation of the financial statements of
the non-North American operations is impacted by fluctuations in foreign
currency exchange rates.  Had the various average foreign currency exchange
rates remained the same during 2000 as compared with 1999, 2000 sales and
operating income would have been $466 million and $44 million higher,
respectively, than the actual results for 2000.

The company's interest expense, in part, is sensitive to the general level of
interest rates in the Americas, Europe, and the Asia/Pacific region.  The
company manages its exposure to interest rate risk through the proportion of
fixed rate and variable rate debt in its total debt portfolio.  At December
31, 2000, approximately 48 percent of the company's debt was subject to fixed
rates and 52 percent of its debt was subject to variable rates.  Interest
expense would fluctuate by approximately $12 million if average interest
rates had changed by one percentage point in 2000.  This amount was
determined by considering the impact of a hypothetical interest rate on the
company's borrowing cost.  This analysis does not consider the effect of the
level of overall economic activity that could exist in such an environment.
Further, in the event of a change of such magnitude, management could likely
take actions to further mitigate any potential negative exposure to the
change.  However, due to the uncertainty of the specific actions that would
be taken and their possible effects, the sensitivity analysis assumes no
changes in the company's financial structure.


Item 8.  Financial Statements.
         --------------------

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The Board of Directors and Shareholders
Arrow Electronics, Inc.

We have audited the accompanying consolidated balance sheet of Arrow
Electronics, Inc. as of December 31, 2000 and 1999, and the related
consolidated statements of income, cash flows, and shareholders' equity for
each of the three years in the period ended December 31, 2000. Our audits
also included the financial statement schedule listed in the Index at Item
14(a).  These financial statements and the schedule are the responsibility of
the company's management.  Our responsibility is to express an opinion on
these financial statements and the schedule based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Arrow Electronics, Inc. at December 31, 2000 and 1999, and the
consolidated results of its operations and its cash flows for each of the
three years in the period ended December 31, 2000, in conformity with
accounting principles generally accepted in the United States. Also, in our
opinion, the related financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents fairly
in all material respects the information set forth therein.


                                                    /s/ ERNST & YOUNG LLP

New York, New York
February 13, 2001, except for paragraph 11 of Note 4,
as to which date is
March 1, 2001


MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING


The consolidated financial statements of Arrow Electronics, Inc. have been
prepared by management, which is responsible for their integrity and
objectivity. These statements, prepared in accordance with generally accepted
accounting principles, reflect our best use of judgment and estimates where
appropriate. Management also prepared the other information in the annual
report and is responsible for its accuracy and consistency with the
consolidated financial statements.

The company's system of internal controls is designed to provide reasonable
assurance that company assets are safeguarded from loss or unauthorized use
or disposition and that transactions are executed in accordance with
management's authorization and are properly recorded. In establishing the
basis for reasonable assurance, management balances the costs of the internal
controls with the benefits they provide.  The system contains self-monitoring
mechanisms, and compliance is tested through an extensive program of site
visits and audits by the company's operating controls staff.

The audit committee of the board of directors, consisting entirely of outside
directors, meets regularly with the company's management, operating controls
staff, and independent auditors and reviews audit plans and results as well
as management's actions taken in discharging its responsibilities for
accounting, financial reporting, and internal controls.  Members of
management, the operating controls staff, and the independent auditors have
direct and confidential access to the audit committee at all times.

The company's independent auditors, Ernst & Young LLP, were engaged to audit
the consolidated financial statements in accordance with generally accepted
auditing standards.  These standards include a study and evaluation of
internal controls for the purpose of establishing a basis for reliance
thereon relative to the scope of their audit of the consolidated financial
statements.


/s/ Francis M. Scricco
- ----------------------
Francis M. Scricco
President and Chief Executive Officer


/s/ Sam R. Leno
- ---------------
Sam R. Leno
Senior Vice President and
 Chief Financial Officer


<TABLE>
<CAPTION>
                            ARROW ELECTRONICS, INC.
                       CONSOLIDATED STATEMENT OF INCOME
                     (In thousands except per share data)




                                             Years Ended December 31,
                                      ---------------------------------------
                                          2000          1999          1998
                                          ----          ----          ----
<S>                                   <C>            <C>           <C>
Sales                                 $12,959,250    $9,312,625    $8,344,659
                                      -----------    ----------    ----------
Costs and expenses:
  Cost of products sold                10,925,309     8,011,419     7,183,413
  Selling, general, and
    administrative expenses             1,159,583       866,861       756,770
  Depreciation and amortization            90,251        71,124        51,972
  Integration charge                            -        24,560             -
                                      -----------    ----------    ----------
                                       12,175,143     8,973,964     7,992,155
                                      -----------    ----------    ----------

Operating income                          784,107       338,661       352,504

Equity in earnings (losses)
  of affiliated companies                  (2,640)       (1,107)          937

Interest expense, net                     171,336       106,349        81,126
                                      -----------    ----------    ----------
Earnings before income taxes
  and minority interest                   610,131       231,205       272,315

Provision for income taxes                248,195       101,788       115,018
                                      -----------    ----------    ----------
Earnings before minority interest         361,936       129,417       157,297

Minority interest                           4,005         5,264        11,469
                                      -----------    ----------    ----------
Net income                            $   357,931    $  124,153    $  145,828
                                      ===========    ==========    ==========

Per common share:
    Basic                                   $3.70         $1.31         $1.53
                                            =====         =====         =====
    Diluted                                  3.62          1.29          1.50
                                            =====         =====         =====

Average number of common shares
  outstanding:
    Basic                                  96,707        95,123        95,397
                                           ======        ======        ======
    Diluted                                98,833        96,045        97,113
                                           ======        ======        ======


                           See accompanying notes.

</TABLE>

<TABLE>
<CAPTION>
                           ARROW ELECTRONICS, INC.
                         CONSOLIDATED BALANCE SHEET
                           (Dollars in thousands)


                                                           December 31,
                                                     -----------------------
                                                         2000         1999
                                                         ----         ----
<S>                                                 <C>           <C>
ASSETS

Current assets:
  Cash and short-term investments                    $   55,546   $   44,885
  Accounts receivable, less allowance for doubtful
    accounts ($108,142 in 2000 and $32,338 in 1999)   2,635,595    1,638,654
  Inventories                                         2,972,661    1,444,929
  Prepaid expenses and other assets                     100,408       29,469
                                                     ----------   ----------
Total current assets                                  5,764,210    3,157,937
                                                     ----------   ----------

Property, plant and equipment at cost
  Land                                                   40,892       17,638
  Buildings and improvements                            167,194      114,158
  Machinery and equipment                               319,305      257,841
                                                     ----------   ----------
                                                        527,391      389,637
  Less accumulated depreciation and amortization       (210,932)    (165,987)
                                                     ----------   ----------
                                                        316,459      223,650
                                                     ----------   ----------

Investments in affiliated companies                      35,885       52,233
Cost in excess of net assets of companies acquired,
  less accumulated amortization ($145,014 in 2000
  and $113,762 in 1999)                               1,237,099      960,770
Other assets                                            250,888       88,665
                                                     ----------   ----------
                                                     $7,604,541   $4,483,255
                                                     ==========   ==========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                   $1,567,631   $  805,468
  Accrued expenses                                      473,984      263,216
  Short-term borrowings, including current
    maturities of long-term debt                        529,261      255,977
                                                     ----------   ----------
Total current liabilities                             2,570,876    1,324,661
                                                     ----------   ----------

Long-term debt                                        3,027,671    1,533,421
Other liabilities                                        92,246       74,644

Shareholders' equity:
  Common stock, par value $1:
     Authorized--160,000,000 and 120,000,000
       shares in 2000 and 1999, respectively
     Issued--103,816,792 and 102,949,640
       shares in 2000 and 1999, respectively            103,817      102,950
  Capital in excess of par value                        529,376      501,379
  Retained earnings                                   1,596,910    1,238,979
  Foreign currency translation adjustment              (160,914)     (95,295)
                                                     ----------   ----------
                                                      2,069,189    1,748,013
  Less: Treasury stock (5,405,918 and 7,004,349
          shares in 2000 and 1999, respectively),
          at cost                                      (144,569)    (187,269)
        Unamortized employee stock awards               (10,872)     (10,215)
                                                     ----------   ----------
Total shareholders' equity                            1,913,748    1,550,529
                                                     ----------   ----------
                                                     $7,604,541   $4,483,255
                                                     ==========   ==========

                           See accompanying notes.

</TABLE>

<TABLE>
<CAPTION>
                                ARROW ELECTRONICS, INC.
                        CONSOLIDATED STATEMENT OF CASH FLOWS
                                    (In thousands)

                                                 Years Ended December 31,
                                          -----------------------------------
                                               2000        1999        1998
                                               ----        ----        ----
<S>                                       <C>           <C>         <C>
Cash flows from operating activities:
  Net income                              $   357,931   $ 124,153   $ 145,828
  Adjustments to reconcile net income
    to net cash provided by (used for)
    operations:
      Minority interest in earnings             4,005       5,264      11,469
      Depreciation and amortization            99,478      78,635      55,101
      Equity in (earnings) losses of
        affiliated companies                    2,640       1,107        (937)
      Deferred income taxes                   (30,348)    (11,318)     19,661
      Integration charge                            -      24,560           -
      Change in assets and liabilities,
        net of effects of acquired
        businesses:
          Accounts receivable                (326,371)   (242,370)    (38,792)
          Inventories                        (958,622)    (15,568)    (33,490)
          Prepaid expenses and other
            assets                            (43,168)       (236)     10,785
          Accounts payable                    490,009      (8,735)    (17,049)
          Accrued expenses                    107,064      20,412     (88,808)
          Other                               (39,065)     (9,395)    (20,164)
                                          -----------   ---------   ---------
  Net cash provided by (used for)
    operating activities                     (336,447)    (33,491)     43,604
                                          -----------   ---------   ---------
Cash flows from investing activities:
  Acquisition of property, plant and
    equipment                                 (80,164)    (84,249)    (59,006)
  Cash consideration paid for acquired
    businesses                             (1,221,261)   (428,969)    (67,521)
  Issuance of note receivable                 (50,000)          -           -
  Investments in affiliates                   (36,182)    (30,127)     (3,078)
                                          -----------   ---------   ---------
  Net cash used for investing activities   (1,387,607)   (543,345)   (129,605)
                                          -----------   ---------   ---------
Cash flows from financing activities:
  Change in short-term borrowings           1,263,561      90,804      (4,850)
  Change in credit facilities                (421,081)    224,683    (223,127)
  Proceeds from long-term debt                868,923     298,103     445,665
  Repayment of long-term debt                       -     (97,833)    (25,411)
  Proceeds from exercise of stock options      27,989       1,282       7,504
  Distributions to minority partners                -     (37,852)    (18,227)
  Purchases of common stock                      (321)       (100)    (50,129)
                                          -----------   ---------   ---------
  Net cash provided by financing
    activities                              1,739,071     479,087     131,425
                                          -----------   ---------   ---------
Effect of exchange rate changes on cash        (4,356)    (16,290)     (3,964)
                                          -----------   ---------   ---------
Net increase (decrease) in cash and
  short-term investments                       10,661    (114,039)     41,460

Cash and short-term investments at
  beginning of year                            44,885     158,924     112,665

Cash and short-term investments of
  acquired affiliate                                -           -       4,799
                                          -----------   ---------   ---------
Cash and short-term investments at end
  of year                                 $    55,546   $  44,885   $ 158,924
                                          ===========   =========   =========

Supplemental disclosures of cash flow
  information:
    Cash paid during the year for:
      Income taxes                        $   138,686   $  47,145   $  88,718
      Interest                                148,076     105,239      81,500


                               See accompanying notes.
</TABLE>

<TABLE>
<CAPTION>
                         ARROW ELECTRONICS, INC.
                CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                              (In thousands)



           Common                       Foreign            Unamortized
            Stock Capital in           Currency            Employee
           at Par Excess of  Retained Translation Treasury Stock Awards
            Value Par Value  Earnings  Adjustment  Stock   and Other    Total
           ------ ---------- -------- ----------- -------- ------------ -----
<S>        <C>      <C>      <C>      <C>       <C>        <C>       <C>
Balance at
 December
 31, 1997 $102,950 $506,656   $968,998  $(35,881)$(164,207) $(17,758)$1,360,758

Net income       -        -    145,828         -         -         -    145,828
Translation
 adjustments     -        -          -    12,233         -         -     12,233
                                                                     ----------
 Comprehensive
  income                                                                158,061
                                                                     ----------
Exercise of
 stock options   -   (2,777)         -         -    10,281         -      7,504
Tax benefits
 related to
 exercise of
 stock options   -    1,619          -         -         -         -      1,619
Restricted stock
 awards, net     -      503          -         -     5,766    (6,269)         -
Amortization
 of employee
 stock awards    -        -          -         -         -     9,497      9,497
Purchases of
 common stock    -        -          -         -   (50,129)        -    (50,129)
Other            -        1          -         -         8         -          9
          -------- -------- ----------  -------- ---------  -------- ----------
Balance at
 December
 31, 1998 $102,950 $506,002 $1,114,826  $(23,648)$(198,281) $(14,530)$1,487,319

Net income       -        -    124,153         -         -         -    124,153
Translation
 adjustments     -        -          -   (71,647)        -         -    (71,647)
                                                                     ----------
 Comprehensive
  income                                                                 52,506
                                                                     ----------
Exercise of
 stock options   -   (1,259)         -         -     2,541         -      1,282
Tax benefits
 related to
 exercise of
 stock options   -      189          -         -         -         -        189
Restricted stock
 awards, net     -   (3,921)         -         -     8,571    (4,650)         -
Amortization
 of employee
 stock awards    -        -          -         -         -     8,965      8,965
Other            -      368          -         -      (100)        -        268
          -------- -------- ----------  -------- ---------  -------- ----------
Balance at
 December
 31, 1999 $102,950 $501,379 $1,238,979  $(95,295)$(187,269) $(10,215)$1,550,529

Net income       -        -    357,931         -         -         -    357,931
Translation
 adjustments     -        -          -   (65,619)        -         -    (65,619)
                                                                     ----------
 Comprehensive
  income                                                                292,312
                                                                     ----------
Exercise of
 stock options   -   (7,387)         -         -    35,376         -     27,989
Tax benefits
 related to
 exercise of
 stock options   -    7,212          -         -         -         -      7,212
Restricted
 stock awards,
 net            17     (743)         -         -     7,645    (6,919)         -
Amortization
 of employee
 stock awards    -        -          -         -         -     6,262      6,262
Issuance of
 common stock  850   28,836          -         -         -         -     29,686
Other            -       79          -         -      (321)        -       (242)
          -------- -------- ---------- --------- ---------  -------- ----------
Balance at
 December
 31, 2000 $103,817 $529,376 $1,596,910 $(160,914)$(144,569) $(10,872)$1,913,748
          ======== ======== ========== ========= =========  ======== ==========


                           See accompanying notes.
</TABLE>


                          ARROW ELECTRONICS, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.  Summary of Significant Accounting Policies

Principles of Consolidation
- ---------------------------

The consolidated financial statements include the accounts of the company and
its majority-owned subsidiaries.  All significant intercompany transactions
are eliminated.

Use of Estimates
- ----------------

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts reported in the consolidated financial statements and
accompanying notes.  Actual results could differ from those estimates.

Cash and Short-term Investments
- -------------------------------

Short-term investments which have a maturity of ninety days or less at time
of purchase are considered cash equivalents in the consolidated statement of
cash flows. The carrying amount reported in the consolidated balance sheet
for short-term investments approximates fair value.

Financial Instruments
- ---------------------

The company uses various financial instruments, including derivative
financial instruments, for purposes other than trading.  The company does not
use derivative financial instruments for speculative purposes.  Derivatives
used as part of the company's risk management strategy are designated at
inception as hedges and measured for effectiveness both at inception and on
an ongoing basis.

Inventories
- -----------

Inventories are stated at the lower of cost or market.  Cost is determined on
the first-in, first-out (FIFO) method.

Property, Plant and Equipment
- -----------------------------

Property, plant and equipment are stated at cost.  Depreciation is computed
on the straight-line method for financial reporting purposes and on
accelerated methods for tax reporting purposes.  Leasehold improvements are
amortized over the shorter of the term of the related lease or the life of
the improvement.  Long-lived assets are reviewed for impairment whenever
changes in circumstances or events may indicate that the carrying amounts may
not be recoverable.  If the fair value is less than the carrying amount of
the asset, a loss is recognized for the difference.

Cost in Excess of Net Assets of Companies Acquired
- --------------------------------------------------

The cost in excess of net assets of companies acquired is being amortized on
a straight-line basis over periods of 20 to 40 years.  Management reassesses
the carrying value and remaining life of the excess cost over fair value of
net assets of companies acquired on an ongoing basis.  Whenever events
indicate that the carrying values are impaired, the excess cost over fair
value of those assets is adjusted appropriately.  As of December 31, 2000,
management believes there is no impairment with respect to these assets.

                          ARROW ELECTRONICS, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Foreign Currency Translation
- ----------------------------

The assets and liabilities of foreign operations are translated at the
exchange rates in effect at the balance sheet date, with the related
translation gains or losses reported as a separate component of shareholders'
equity.  The results of foreign operations are translated at the monthly
weighted average exchange rates.

Income Taxes
- ------------

Income taxes are accounted for under the liability method.  Deferred taxes
reflect the tax consequences on future years of differences between the tax
bases of assets and liabilities and their financial reporting amounts.

Earnings Per Share ("EPS")
- --------------------------

Basic EPS is computed by dividing income available to common shareholders by
the weighted average number of common shares outstanding for the period.
Diluted EPS reflects the potential dilution that would occur if securities or
other contracts to issue common stock were exercised or converted into common
stock.

Comprehensive Income
- --------------------

Comprehensive income is defined as the aggregate change in shareholders'
equity excluding changes in ownership interests.  The foreign currency
translation adjustments included in comprehensive income have not been tax
effected as investments in foreign affiliates are deemed to be permanent.

Segment Reporting
- -----------------

Operating segments are defined as components of an enterprise for which
separate financial information is available that is evaluated regularly by
the chief operating decision makers in deciding how to allocate resources and
in assessing performance. The company's operations are classified into two
reportable business segments, the distribution of electronic components and
the distribution of computer products.

Revenue Recognition
- -------------------

The company recognizes revenue when customers' orders are shipped.

Software Development Costs
- --------------------------

The company capitalizes certain costs incurred in connection with developing
or obtaining software for internal use.  The company capitalized $21,945,000
and $23,933,000 of computer software costs in 2000 and 1999, respectively.
Capitalized software costs are amortized on a straight-line basis over the
estimated useful life of the software, which is generally three years.

Reclassification
- ----------------

Certain prior year amounts have been reclassified to conform with current
year presentation.

Impact of Recently Issued Accounting Standards
- ----------------------------------------------

In June 1998, the Financial Accounting Standards Board issued Statement No.
133, "Accounting for Derivative Instruments and Hedging Activities."  As its
effective date was deferred, the company will adopt the new Statement as of
January 1, 2001.  The Statement will require the company to recognize all
derivatives on the balance sheet at fair value.  Gains and losses resulting
from changes in the value of the derivatives would be accounted for depending
on the intended use of the derivative and whether it qualifies for hedge
accounting.  Due to the company's limited use of derivative financial


                             ARROW ELECTRONICS, INC.
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


instruments, adoption of Statement No. 133 is not expected to have a
significant effect on the company's consolidated results of operations or
financial position.

2.  Acquisitions

During 2000, the company acquired California-based Wyle Electronics and Wyle
Systems (collectively, "Wyle"), part of the electronics distribution
businesses of Germany-based E.ON AG (formerly VEBA AG), and the open
computing alliance subsidiary of Merisel, Inc. ("MOCA"), one of the leading
distributors of Sun Microsystems products in North America.  In addition, the
company acquired Tekelec Europe ("Tekelec"), one of Europe's leading
distributors of high-tech components and systems, and Jakob Hatteland
Electronic AS ("Hatteland"), one of the Nordic region's leading distributors
of electronic components. The company also acquired a majority interest in
the electronics distribution business of Rapac Electronics Ltd., one of the
leading electronics distribution groups in Israel, and Dicopel S.A. de C.V.,
one of the largest electronic distributors in Mexico.  The company increased
its holdings in both Silverstar Ltd. S.p.A. and Consan Incorporated to 100
percent, and acquired an additional 6 percent interest in Scientific and
Business Minicomputers, Inc. ("SBM").  The aggregate cost of these acquisitions
was $1,249,015,000, which includes 775,000 shares of the company's common stock
valued at $27,754,000.

A summary of the allocation of the aggregate consideration paid for the
aforementioned acquisitions, excluding amounts paid for increases in majority
holdings, to the fair market value of assets acquired and liabilities assumed
is as follows (in thousands):

Current assets:
  Accounts receivable, net of
    allowance for doubtful accounts
    of $55,192                           $697,847
  Inventories                             595,282
  Other                                    32,389              $1,325,518
                                         --------

Property, plant and equipment                                     101,812
Cost in excess of net assets
  of companies acquired                                           348,764
Other assets                                                       25,238
                                                               ----------
                                                               $1,801,332
                                                               ----------
Current liabilities:
  Accounts payable                       $306,831
  Accrued expenses                        164,883              $  471,714
                                         --------

Long-term debt                                                     65,522
Other                                                              27,876
                                                               ----------
                                                               $  565,112
                                                               ----------
Net consideration paid                                         $1,236,220
                                                               ==========

Set forth below is the unaudited pro forma combined summary of operations for
the years ended December 31, 2000 and 1999 as though the acquisitions made
during 2000 and 1999 occurred on January 1, 1999 (in thousands except per
share data):

                            ARROW ELECTRONICS, INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                             2000                 1999(a)
                                             ----                 -------
Sales                                    $15,943,194            $12,638,457
Operating income                             907,923                402,174
Earnings before income taxes
  and minority interest                      655,392                189,987
Net income                                   385,418                 93,590

Per common share:
   Basic                                       $3.97                   $.98
   Diluted                                      3.89                    .97

Average number of common shares
  outstanding:
   Basic                                      97,058                 95,898
   Diluted                                    99,184                 96,820

(a) Excluding the charge associated with the acquisition and integration of
    Richey Electronics, Inc. ("Richey") and the electronics distribution group
    of Bell Industries, Inc. ("EDG"), pro forma operating income, income
    before income taxes and minority interest, net income, and earnings per
    share on a basic and diluted basis would have been $426,700,000,
    $214,500,000, $110,100,000, $1.15, and $1.14, respectively.

The unaudited pro forma combined summary of operations does not purport to be
indicative of the results which actually would have been obtained if the
acquisitions had been made at the beginning of 1999 or of those results which
may be obtained in the future.  The company has achieved costs savings from
the acquisition of Richey and EDG and expects to achieve further substantial
cost savings from the combination of its acquisitions.  The anticipated cost
savings have not been reflected in the unaudited pro forma combined summary
of operations.  In addition, the unaudited pro forma combined summary does
not reflect any sales attrition which may result from the combinations.

The unaudited pro forma combined summary of operations includes the effects
of the additional interest expense on debt incurred in connection with the
acquisitions as if the debt had been outstanding from the beginning of the
periods presented.  In addition, the summary of operations includes
amortization of the cost in excess of net assets of companies acquired in
connection with the acquisitions as if they had been acquired from the
beginning of the periods presented.

In 2000, the company recorded $31,354,000 as cost in excess of net assets of
companies acquired to integrate Wyle into the company.  Of the amount
recorded, $9,770,000 represented costs associated with the closing of various
office facilities and distribution and value-added centers, $7,390,000
represented costs associated with severance and other personnel costs,
$7,890,000 represented professional fees principally related to investment
banking and legal and accounting services, and $6,304,000 represented costs
associated with outside services related to the conversion of systems and
certain other costs of the integration of Wyle into the company.  Of the
total amount recorded, $9,109,000 has been spent to date.  Approximately
$6,900,000 of the remaining amount relates to severance and other personnel
costs to be paid in 2001, $9,500,000 relates to vacated facilities leased
with expiration dates through 2005, and the balance relates to various
license and maintenance agreement obligations, with various expiration dates
through 2003, and other costs associated with the integration of Wyle into
the company.  In the first quarter of 2001, the company expects to record a
special charge of not more than $10,000,000 before taxes related to the
integration of Wyle into the company.

                         ARROW ELECTRONICS, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


In connection with certain acquisitions, the company may be required to make
additional payments that are contingent upon the acquired businesses
achieving certain operating goals.  During 2000, the company made additional
payments of $2,365,000, which have been capitalized as cost in excess of net
assets of companies acquired.

During 1999, the company acquired Richey, a leading specialty distributor of
interconnect, electromechanical, and passive electronic components and
provider of related value-added services to customers throughout North
America, and EDG, one of the ten largest distributors of electronic components
in North America. In addition, during 1999 the company acquired a two-thirds
interest in Panamericana Comercial Importadora, S.A., the largest distributor
of electronic components in Brazil, and a 70 percent interest in the Elko Group,
the largest distributor of electronic components in Argentina.  The company also
increased its holdings in Spoerle Electronic Handelsgesellschaft mbH ("Spoerle")
and Support Net, Inc. to 100 percent and acquired an additional 4 percent
interest in SBM.  Also during 1999 Spoerle acquired Industrade AG, one of
Switzerland's leading distributors of electronic components and related
products.  The aggregate cost of these acquisitions was $428,969,000.

In 1999, the company recorded a special charge of $24,560,000 related to the
acquisition and integration of Richey and EDG.  The company also recorded an
additional $38,241,000, as adjusted, as cost in excess of net assets of
companies acquired.  Of the total amount recorded, $30,301,000 represented
costs associated with the closing of various office facilities and distribution
and value-added centers, $12,442,000 represented costs associated with severance
and other personnel costs, $14,662,000 represented costs associated with outside
resources related to the conversion of systems, professional fees principally
related to legal and accounting services, and certain other costs of the
integration of these businesses into the company, and $5,396,000 represented the
write-down of inventories to estimated fair value and supplier termination
costs.  Of the expected $54,700,000 to be spent in cash in connection with the
acquisition and integration of Richey and EDG, $33,090,000 has been spent to
date.  The remaining $21,610,000 principally relates to vacated facilities
leased with various expiration dates through 2010.

It is not anticipated that the integration related items will have a
significant impact upon cash flow in any one particular year.

The cost of each acquisition has been allocated among the net assets acquired
on the basis of the respective fair values of the assets acquired and
liabilities assumed.  The preliminary purchase price allocations for the 2000
acquisitions are subject to adjustment in 2001 when finalized.  For financial
reporting purposes, the acquisitions are accounted for as purchase transactions
in accordance with Accounting Principles Board Opinion No. 16, "Business
Combinations."  Accordingly, the consolidated results of the company in 2000
include these companies from their respective dates of acquisition. The
aggregate consideration paid for all acquisitions exceeded the net assets
acquired by $356,488,000 and $303,326,000 in 2000 and 1999, respectively.

3.  Investments

During 2000, the company entered into three new e-commerce ventures.  At
December 31, 2000, the company held an interest in eConnections, which serves
suppliers, distributors, OEMs, and other members of the electronics supply
chain continuum by providing them with integrated, independent, and
custom-tailored solutions, improving communications, cutting costs, and
enhancing margins.  In addition, the company acquired an interest in Viacore,
Inc., an eBusiness service provider of a reliable and transparent eBusiness hub
for business processes between trading partners in the information technology


                          ARROW ELECTRONICS, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


supply chain, and an interest in Buckaroo.com, an Internet marketplace for
the DRAM industry. These investments are accounted for using the cost method.

In October 2000, QuestLink Technology, Inc. and ChipCenter LLC, two
e-commerce companies the company had previously invested in, agreed to be
merged to form eChips, a sales and marketing channel that serves the global
electronics engineering and purchasing communities.  This investment is
accounted for using the equity method.

During 1999, the company acquired an interest in VCE Virtual Chip Exchange,
Inc. ("VCE"), an Internet marketplace for electronic components.  VCE matches
buyers with sellers and provides its members with supporting services such as
real-time market availability and pricing information by device type or
technology.  This investment is accounted for using the equity method.  The
company also acquired an interest in QuestLink Technology, Inc., a technical
design resource for engineers and an interest in Technologies Interactives
Mediagrif Inc.  These investments are accounted for using the cost method.

In addition, the company has a 50 percent interest in Marubun/Arrow, a joint
venture with Marubun Corporation, Japan's largest independent components
distributor and a 50 percent interest in Altech Industries (Pty) Ltd., a
joint venture with Allied Technologies Limited, a South African electronics
distributor.  These investments are accounted for using the equity method.

4. Debt

During 2000, the company's revolving credit agreement (the "global
multi-currency credit agreement"), as then amended, provided up to $650,000,000
of available credit with a maturity date of September 2001.  The interest rate
for loans under this facility was at the applicable eurocurrency rate (6.56125%
for U.S. dollar denominated loans at December 31, 2000) plus a margin of .225%.
The company pays the banks a facility fee of .125% per annum.

In March 2000, the company entered into a 364-day $550,000,000 credit
facility which expires in March 2001.  There were no outstanding borrowings
under this facility at December 31, 2000.

In October 2000, the company issued the following series of senior debentures
to finance the acquisition of Wyle, with the proceeds in excess of the
applicable purchase price utilized for general corporate purposes (in
thousands):

  Floating rate notes, due 2001            $200,000
  8.2% senior debentures, due 2003          425,000
  8.7% senior debentures, due 2005          250,000
  9.15% senior debentures, due 2010         200,000

The floating rate notes bear interest at LIBOR plus 1% with interest payable
on a quarterly basis.

In December 2000, the company entered into a $400,000,000 short-term credit
facility scheduled to mature on March 19, 2001 which, under certain
conditions, could be extended at the company's option to June 19, 2001.

In November 1999, the company established a commercial paper program,
providing for the issuance of up to $1,000,000,000 in aggregate maturity
value of commercial paper.  Interest rates on outstanding commercial paper
borrowings as of December 31, 2000, ranged from 6.96% to 7.65% with an
effective average rate of 7.35%.

                            ARROW ELECTRONICS, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


At December 31, short-term debt consisted of the following (in thousands):

                                                    2000             1999
                                                    ----             ----

  Floating rate notes                          $   200,000         $120,000
  Global multi-currency facility                   388,069                -
  Short-term credit facility                       400,000                -
  Commercial paper                                 541,366                -
  Money market loan                                 41,000                -
  Other short-term borrowings                      255,665          110,977
                                               -----------         --------
                                                 1,826,100          230,977
  Current maturities of long-term debt                   -           25,000
  Less debt refinanced                          (1,296,839)               -
                                               -----------         --------
                                               $   529,261         $255,977
                                               ===========         ========

Other short-term borrowings are principally utilized to support the working
capital requirements of certain foreign operations.  The weighted average
interest rates on these borrowings at December 31, 2000 and 1999 were 5.5%
and 4.8%, respectively.

Long-term debt consisted of the following at December 31 (in thousands):

                                                    2000             1999
                                                    ----             ----

  6.45% senior notes, due 2003                  $  249,915       $  249,885
  8.2% senior debentures, due 2003                 424,796                -
  8.7% senior debentures, due 2005                 249,995                -
  7% senior notes, due 2007                        198,477          198,227
  9.15% senior debentures, due 2010                199,967                -
  6 7/8% senior debentures, due 2018               196,357          196,148
  7 1/2% senior debentures, due 2027               196,351          196,211
  Global multi-currency credit facility                  -          381,726
  Commercial paper                                       -          298,123
  8.29% senior notes                                     -           25,000
  Other obligations with various
    interest rates and due dates                    14,974           13,101
  Short-term debt refinanced                     1,296,839                -
                                                ----------       ----------
                                                 3,027,671        1,558,421
  Less installments due within one year                  -          (25,000)
                                                ----------       ----------
                                                $3,027,671       $1,533,421
                                                ==========       ==========

The 7% senior notes and the 7 1/2% senior debentures are not redeemable prior
to their maturity.  The 6 7/8% senior debentures, 6.45% senior notes, 8.2%
senior debentures, 8.7% senior debentures, and 9.15% senior debentures may be
prepaid at the option of the company subject to a "make whole" clause.  The
8.29% senior notes were repaid in December 2000.

In February 2001, the company entered into a 364-day $625,000,000 credit
facility (the "364-day facility") which expires in February 2002 and a
three-year revolving credit agreement providing up to $625,000,000 of available
credit.  These credit facilities replaced the previously existing 364-day
credit facility and the global multi-currency credit facility.  The 364-day
facility and three-year revolving credit facility bear interest at the
applicable eurocurrency rate plus a margin of .75% and .725%, respectively.
The company pays the banks a facility fee of .125% and .15% per annum,
respectively, related to the 364-day facility and three-year revolving credit
facility.  In addition, during the first quarter of 2001, the company completed
the sale of $1,523,750,000 principal amount at maturity of zero coupon
convertible senior debentures (the "convertible debentures") due February 21,
2021.  The convertible debentures were priced with a yield to maturity of 4% per
annum and may be converted into the company's common stock at a conversion price
of $37.83 per share.  Holders of the convertible debentures may require the
company to repurchase the convertible debentures (at the issue price plus
accrued original issue discount through the date of repurchase) on

                             ARROW ELECTRONICS, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


February 21, 2006, 2011, or 2016.  The company, at its option, may redeem all
or part of the convertible debentures (at the issue price plus accrued original
issue discount through the date of redemption) any time on or after February 21,
2006.  The net proceeds of approximately $672,000,000 were used to repay
short-term debt.  The consolidated balance sheet has been restated to reflect
the reclassification of certain short-term debt to long-term as a result of the
debt refinancing subsequent to December 31, 2000.

At December 31, 2000, the estimated fair market value of the 7% senior notes
was 93 percent of par, the 7 1/2% senior debentures was 78 percent of par,
the 6 7/8% senior debentures was 77 percent of par, the 6.45% senior notes
was 95 percent of par, the 8.2% senior debentures was 98 percent of par, the
8.7% senior debentures was 102 percent of par, and the 9.15% senior
debentures was 102 percent of par.  The balance of the company's borrowings
approximate their fair value.

Annual payments of borrowings during each of the years 2001 through 2005,
reflecting the refinancing, are $529,261,000, $4,222,000, $675,359,000,
$625,608,000, and $250,474,000, respectively, and $1,472,008,000 for all
years thereafter.

The three-year revolving credit facility, the 364-day facility, the short-
term credit facility, and the senior notes and debentures limit the
incurrence of additional borrowings and require that working capital, net
worth, and certain other financial ratios be maintained at designated levels.

5.  Income Taxes

The provision for income taxes for the years ended December 31 consists of
the following (in thousands):

                                         2000          1999           1998
                                         ----          ----           ----
Current
- -------
  Federal                             $105,007      $ 42,189       $ 46,449
  State                                 25,350         9,968         11,373
  Foreign                              144,892        40,014         35,796
                                      --------      --------       --------
                                       275,249        92,171         93,618
                                      --------      --------       --------
Deferred
- --------
  Federal                               (5,044)        8,922         15,667
  State                                 (1,253)        2,144          3,815
  Foreign                              (20,757)       (1,449)         1,918
                                      --------      --------       --------
                                       (27,054)        9,617         21,400
                                      --------      --------       --------
                                      $248,195      $101,788       $115,018
                                      ========      ========       ========

The principal causes of the difference between the U.S. statutory and
effective income tax rates for the years ended December 31 are as follows (in
thousands):

                                         2000          1999           1998
                                         ----          ----           ----

Provision at statutory rate           $213,546      $ 80,921       $ 95,311
State taxes, net of federal
  benefit                               15,663         7,873          9,872
Foreign tax rate differential            4,953         2,860            858
Non-deductible goodwill                  8,537         6,904          4,704
Other                                    5,496         3,230          4,273
                                      --------      --------       --------
                                      $248,195      $101,788       $115,018
                                      ========      ========       ========

                          ARROW ELECTRONICS, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


For financial reporting purposes, income before income taxes attributable to
the United States was $277,188,000 in 2000, $131,007,000 in 1999, and
$183,048,000 in 1998 and income before income taxes attributable to foreign
operations was $332,943,000 in 2000, $100,198,000 in 1999, and $89,267,000 in
1998.

The significant components of the company's deferred tax assets at December 31,
which are included in prepaid expenses and other assets, are as follows
(in thousands):

                                        2000            1999
                                        ----            ----

Inventory reserves                   $ 36,625         $13,642
Allowance for doubtful accounts        26,171           4,376
Accrued expenses                        6,092           2,187
Integration reserves                   57,361          27,101
Other                                   2,824            (738)
                                     --------         -------
                                     $129,073         $46,568
                                     ========         =======

Deferred tax liabilities, which are included in other liabilities, were
$20,995,000 and $39,474,000 at December 31, 2000 and 1999, respectively.  The
deferred tax liabilities are principally the result of the differences in the
bases of the company's German assets and liabilities for tax and financial
reporting purposes.

6.  Shareholders' Equity

In October 2000, the shareholders approved an amendment to the certificate of
incorporation to increase the number of authorized shares of common stock
from 120,000,000 shares to 160,000,000 shares.

The company has 2,000,000 authorized shares of serial preferred stock with a
par value of $1.

In 1988, the company paid a dividend of one preferred share purchase right on
each outstanding share of common stock.  Each right, as amended, entitles a
shareholder to purchase one one-hundredth of a share of a new series of
preferred stock at an exercise price of $50 (the "exercise price").  The
rights are exercisable only if a person or group acquires 20 percent or more
of the company's common stock or announces a tender or exchange offer that
will result in such person or group acquiring 30 percent or more of the
company's common stock.  Rights owned by the person acquiring such stock or
transferees thereof will automatically be void.  Each other right will become
a right to buy, at the exercise price, that number of shares of common stock
having a market value of twice the exercise price.  The rights, which do not
have voting rights, may be redeemed by the company at a price of $.01 per
right at any time until ten days after a 20 percent ownership position has
been acquired. In the event that the company merges with, or transfers 50
percent or more of its consolidated assets or earning power to, any person or
group after the rights become exercisable, holders of the rights may
purchase, at the exercise price, a number of shares of common stock of the
acquiring entity having a market value equal to twice the exercise price.
The rights, as amended, expire on March 1, 2008.

                         ARROW ELECTRONICS, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


7.  Earnings Per Share

The following table sets forth the calculation of basic and diluted earnings
per share ("EPS") for the years ended December 31 (in thousands):

                                            2000          1999          1998
                                            ----          ----          ----

Net income                               $357,931      $124,153(a)   $145,828
                                         ========      ========      ========

Weighted average common shares
  outstanding for basic EPS                96,707        95,123        95,397
Net effect of dilutive stock
  options and restricted stock awards       2,126           922         1,716
                                         --------      --------      --------
Weighted average common shares
  outstanding for diluted EPS              98,833        96,045        97,113
                                         ========      ========      ========

Basic EPS                                   $3.70         $1.31(a)      $1.53
                                            =====         =====         =====
Diluted EPS                                 $3.62         $1.29(a)      $1.50
                                            =====         =====         =====

(a) Net income includes a special charge totaling $24,560,000 ($16,480,000
    after taxes) related to the company's acquisition and integration of
    Richey and EDG.  Excluding the integration charge, net income and net
    income per share on a basic and diluted basis were $140,633,000, $1.48,
    and $1.46, respectively.

8.  Employee Stock Plans

Restricted Stock Plan
- ---------------------

Under the terms of the Arrow Electronics, Inc. Restricted Stock Plan (the
"Plan"), a maximum of 3,960,000 shares of common stock may be awarded at the
discretion of the board of directors to key employees of the company.

Shares awarded under the Plan may not be sold, assigned, transferred,
pledged, hypothecated, or otherwise disposed of, except as provided in the
Plan.  Shares awarded become free of forfeiture restrictions (i.e., vest)
generally over a four-year period. The company awarded 211,200 shares of
common stock to 115 key employees in early 2001 in respect of 2000, 134,784
shares of common stock to 43 key employees during 2000, 182,525 shares of
common stock to 106 key employees in early 2000 in respect of 1999, 325,750
shares of common stock to 114 key employees during 1999, and 215,400 shares
of common stock to 140 key employees during 1998.

Forfeitures of shares awarded under the Plan were 31,624, 10,335, and 7,359
during 2000, 1999, and 1998, respectively.  The aggregate market value of
outstanding awards under the Plan at the respective dates of award is being
amortized over the vesting period, and the unamortized balance is included in
shareholders' equity as unamortized employee stock awards.

Stock Option Plans
- ------------------

Under the terms of various Arrow Electronics, Inc. Stock Option Plans (the
"Option Plans"), both nonqualified and incentive stock options for an
aggregate of 21,500,000 shares of common stock were authorized for grant to
directors and key employees at prices determined by the board of directors at
its discretion or, in the case of incentive stock options, prices equal to
the fair market value of the shares at the dates of grant.  Options granted
under the plans after May 1997 become exercisable in equal installments over
a four-year period.  Previously, options became exercisable over a two- or
three-year period.  Options currently outstanding have terms of ten years.

                        ARROW ELECTRONICS, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Included in the 1999 options granted are the options converted in January
1999 relating to the acquisition of Richey.  The options converted on
January 7, 1999 totaled 233,381, with a weighted average exercise price of
$21.17 per share.

In October 1997, all employees of the North American operations below the
level of vice president were granted a special award of stock options
totaling 1,255,320 at the then market price of the company's stock as an
incentive related to the realignment of the North American Components
Operations ("NACO").  In December 1998, the board of directors approved the
repricing of the remaining unforfeited options, totaling 1,050,760, reducing
the exercise price from $27.50 to $22.5625.

The following information relates to the Option Plans for the years ended
December 31:

                            Average             Average                Average
                           Exercise            Exercise               Exercise
                   2000     Price       1999    Price        1998       Price
                ---------  --------  --------- --------   ---------   --------
Options outstanding
  at beginning
  of year       9,846,680    $21.90  7,562,149   $23.41   8,231,809     $24.00
Granted         2,327,764     27.55  2,914,601    18.20     131,120 (a)  25.87
Exercised      (1,324,321)    21.09    (93,956)   13.60    (375,501)     19.96
Forfeited        (444,508)    22.96   (536,114)   24.51    (425,279)(a)  26.53
                ---------            ---------            ---------
Options outstanding
  at end of
  year         10,405,615    $23.22  9,846,680   $21.90   7,562,149     $23.41
               ==========            =========            =========
Prices per share of
  options outstanding   $5.94-41.25         $1.81-34.00            $1.81-34.00

Options available for future grant:
  Beginning of
    year        5,533,128            7,255,214            6,962,805
  End of year   3,622,944            5,533,128            7,255,214

(a) Excludes 1,050,760 options granted in October 1997 to all employees of
    the North American operations below the level of vice president and
    repriced on December 14, 1998 from $27.50 to $22.5625.

The following table summarizes information about stock options outstanding
at December 31, 2000:

                      Options Outstanding                Options Exercisable
            ----------------------------------------   ----------------------
                             Weighted       Weighted                 Weighted
  Maximum                    Average        Average                  Average
  Exercise    Number        Remaining       Exercise     Number      Exercise
   Price    Outstanding   Contractual Life   Price     Exercisable    Price
  --------  -----------   ----------------  --------   -----------   --------

   $20        1,978,948      72 months       $15.65     1,077,313    $15.68
    25        3,767,965      78 months        21.23     2,533,844     21.43
    30        3,386,458     100 months        26.43     1,338,384     26.17
    35+       1,272,244      89 months        32.34       725,925     31.92
             ----------                                 ---------
    All      10,405,615      85 months       $23.22     5,675,466    $22.80
             ==========                                 =========

The company applies Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees," and related interpretations in accounting for
the Option Plans.

                         ARROW ELECTRONICS, INC.
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Had stock-based compensation costs been determined as prescribed by SFAS No.
123, "Accounting for Stock-Based Compensation," net income would have been
reduced by $6,144,000 ($.08 per share on a diluted basis) in 2000, $4,143,000
($.03 per share on a diluted basis) in 1999, and $6,650,000 ($.04 per share
on a diluted basis) in 1998.

The estimated weighted average fair value, utilizing the Black-Scholes
option-pricing model, at the date of option grant during 2000, 1999, and 1998
was $12.25, $7.07, and $8.35, per share, respectively.  The weighted average
fair value was estimated using the following assumptions:

                                             2000          1999          1998
                                             ----          ----          ----

Expected life (months)                         48            48            48
Risk-free interest rate (percent)             5.5           5.8           5.4
Expected volatility (percent)                  50            40            31

There is no expected dividend yield.

Stock Ownership Plan
- --------------------

The company maintains a noncontributory employee stock ownership plan which
enables most North American employees to acquire shares of the company's
common stock.  Contributions, which are determined by the board of directors,
are in the form of common stock or cash which is used to purchase the
company's common stock for the benefit of participating employees.
Contributions to the plan for 2000, 1999, and 1998 amounted to $8,128,000,
$6,810,000, and $5,531,000, respectively.

9.  Employee Benefit Plans

The company has a defined contribution plan for eligible employees which
qualifies under Section 401(k) of the Internal Revenue Code.  The company's
contribution to the plan, which is based on a specified percentage of
employee contributions, amounted to $7,279,000, $5,801,000, and $4,387,000,
in 2000, 1999, and 1998, respectively.  Certain domestic and foreign
subsidiaries maintain separate defined contribution plans for their employees
and made contributions thereunder which amounted to $2,510,000, $2,056,000,
and $1,813,000 in 2000, 1999, and 1998, respectively.  As a result of the
Wyle acquisition, the company has an additional defined contribution 401(k)
plan for Wyle employees.  This plan is expected to be merged with the
company's 401(k) plan on April 2, 2001.  The company's contribution in
respect of 2000 includes $386,000 for contributions made to the Wyle 401(k)
plan since acquisition.

The company maintains an unfunded supplemental retirement plan for certain
executives.  The board of directors determines those employees eligible to
participate in the plan and their maximum annual benefit upon retirement.
Wyle also sponsored a supplemental executive retirement plan for certain of
its executives.  Benefit accruals for the Wyle plan have been frozen as of
December 31, 2000. Expenses relating to the plans were $4,597,000, $2,150,000,
and $2,367,000 for the years ended December 31, 2000, 1999, and 1998,
respectively.  Included in the 2000 amount is $147,000 relating to the Wyle plan
since acquisition.

Wyle provided retirement benefits for certain employees under a defined
benefit plan.  Benefits under this plan have been frozen as of December 31,
2000 and former participants may now participate in the company's stock
ownership plan.  Pension information as of the year ended December 31, 2000
is as follows (in thousands):


                        ARROW ELECTRONICS, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Benefit obligation at end of year                               $75,321

Fair value of plan assets at end of year                         80,219

Funded status of the plan:
  Funded status                                                 $ 4,899
  Unamortized net loss                                            1,636
                                                                -------
  Net amount recognized                                         $ 6,535
                                                                =======

Weighted average assumptions:
  Discount rate                                                    7.5%
  Expected return on assets                                        8.5%

10.  Lease Commitments

The company leases certain office, distribution, and other property under
noncancelable operating leases expiring at various dates through 2053.
Rental expense under noncancelable operating leases, net of sublease income
of $3,151,000, $3,362,000, and $2,469,000 in 2000, 1999, and 1998,
respectively, amounted to $47,863,000 in 2000, $40,382,000 in 1999, and
$29,231,000 in 1998.  Aggregate minimum rental commitments under all
noncancelable operating leases, exclusive of real estate taxes, insurance,
and leases related to facilities closed in connection with the realignment of
NACO and the integration of the acquired businesses, are $63,417,000 in 2001,
$45,386,000 in 2002, $34,535,000 in 2003, $27,959,000 in 2004, $20,102,000 in
2005, and $96,498,000 thereafter.

11.  Financial Instruments

The company enters into foreign exchange forward contracts (the "contracts")
to mitigate the impact of changes in foreign currency exchange rates,
principally French franc, Swedish krona, Italian lira, and British pound
sterling. These contracts are executed to facilitate the netting of offsetting
foreign currency exposures resulting from inventory purchases and sales, and
generally have terms of no more than three months. Gains or losses on these
contracts are deferred and recognized when the underlying future purchase or
sale is recognized.  The company does not enter into forward contracts for
trading purposes.  The risk of loss on a contract is the risk of nonperformance
by the counterparties which the company minimizes by limiting its counterparties
to major financial institutions. The fair value of the contracts is estimated
using market quotes.  The notional amount of the contracts at December 31, 2000
and 1999, was $81,736,000 and $59,348,000, respectively.  The carrying amounts,
which are nominal, approximated fair value at December 31, 2000 and 1999.

12.  Segment and Geographic Information

The company is engaged in the distribution of electronic components to
original equipment and contract manufacturers and computer products to
value-added resellers (VARs) and original equipment manufacturers. Operating
income for the electronic components and computer products segments excludes the
effect of special charges relating to the integration of acquired businesses.
During the first quarter of 2000, the company redefined its reportable segments
to present two distinct worldwide businesses that have different economic
cycles, structures, and competitors. Computer products includes North American
Computer Products together with UK Microtronica, Nordic Microtronica, ATD (in
Iberia), and Arrow Computer Products (in France).  The prior years have been
restated for comparative purposes.


                         ARROW ELECTRONICS, INC.
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Revenue, operating income, and total assets by segment are as follows (in
thousands):

                        Electronic    Computer
                        Components    Products     Corporate        Total
                        ----------    --------     ---------        -----
2000
- ----
Revenue from external
  customers             $9,851,041   $3,108,209    $       -     $12,959,250

Operating income (loss)    892,441       33,945     (142,279)        784,107

Total assets             5,954,527    1,394,157      255,857       7,604,541

1999
- ----
Revenue from external
  customers             $6,111,605   $3,201,020     $      -      $9,312,625

Operating income (loss)    368,510       56,195      (86,044)(a)     338,661(a)

Total assets             3,317,253      991,785      174,217       4,483,255

1998
- ----
Revenue from external
  customers             $4,875,574   $3,469,085     $      -      $8,344,659

Operating income (loss)    293,417      106,821      (47,734)        352,504

Total assets             2,683,350      971,536      184,985       3,839,871

(a) Includes a special charge totaling $24,560,000 associated with the
    acquisition and integration of Richey and EDG.

As a result of the company's philosophy of maximizing operating efficiencies
through the centralization of certain functions, selected fixed assets and
related depreciation, borrowings, and goodwill amortization are not directly
attributable to the individual operating segments.  In the evaluation of its
operating groups' performance, the company excludes the impact of unusual
items such as realignment and integration charges.

Revenues, by geographic area, for the years ended December 31 are as follows
(in thousands):

                                          2000         1999          1998
                                          ----         ----          ----

Americas                              $ 8,089,687   $6,160,726    $5,351,061
Europe                                  3,474,990    2,393,705     2,396,452
Asia/Pacific                            1,394,573      758,194       597,146
                                      -----------   ----------    ----------
                                      $12,959,250   $9,312,625    $8,344,659
                                      ===========   ==========    ==========

Total assets, by geographic area, at December 31 are as follows (in
thousands):

                                          2000         1999          1998
                                          ----         ----          ----

Americas                               $4,840,169   $2,642,601    $2,066,785
Europe                                  2,104,837    1,460,439     1,473,857
Asia/Pacific                              659,535      380,215       299,229
                                       ----------   ----------    ----------
                                       $7,604,541   $4,483,255    $3,839,871
                                       ==========   ==========    ==========

                           ARROW ELECTRONICS, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


13.  Quarterly Financial Data (Unaudited)

A summary of the company's quarterly results of operations follows (in
thousands except per share data):

                           First         Second         Third        Fourth
                          Quarter        Quarter       Quarter       Quarter
                          -------        -------       -------       -------
2000
- ----
Sales                   $2,769,424     $3,161,670    $3,337,068    $3,691,088
Gross profit               422,999        490,300       531,706       588,936
Net income                  63,059         83,970       101,943       108,959
Per common share:
  Basic                        .66            .87          1.05          1.12
  Diluted                      .65            .84          1.02          1.09

1999
- ----
Sales                   $2,201,632     $2,250,028    $2,375,797    $2,485,168
Gross profit               308,282        314,139       323,227       355,558
Net income                  28,341         15,022(a)     36,753        44,037
Per common share:
  Basic                        .30            .16(a)        .39           .46
  Diluted                      .30            .16(a)        .38           .46


(a) Net income includes a special charge totaling $24,560,000 ($16,480,000
    after taxes) associated with the acquisition and integration of Richey and
    EDG.  Excluding this charge, net income was $31,502,000 or $.33 per share
    on a basic and diluted basis.


Item 9.   Changes in and disagreements with Accountants on Accounting and
          ---------------------------------------------------------------
          Financial Disclosure.
          --------------------

None.


                                 Part III


Item 10.  Directors and Executive Officers of the Registrant.
          --------------------------------------------------

See "Executive Officers" in Item 1 above.  In addition, the information set
forth under the heading "Election of Directors" in the company's Proxy
Statement filed in connection with the Annual Meeting of Shareholders
scheduled to be held May 11, 2001 hereby is incorporated herein by reference.

Item 11.  Executive Compensation.
          ----------------------

The information set forth under the heading "Executive Compensation and Other
Matters" in the company's Proxy Statement filed in connection with the Annual
Meeting of Shareholders scheduled to be held May 11, 2001 hereby is
incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management.
         --------------------------------------------------------------

The information is included in the company's Proxy Statement filed in
connection with the Annual Meeting of Shareholders scheduled to be held May
11, 2001 hereby is incorporated herein by reference.


Item 13.  Certain Relationships and Related Transactions.
          ----------------------------------------------

The information set forth under the heading "Executive Compensation and Other
Matters" in the company's Proxy Statement filed in connection with the Annual
Meeting of Shareholders scheduled to be held May 11, 2001 hereby is
incorporated herein by reference.


                              Part IV


Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
         ---------------------------------------------------------------

(a) The following documents are filed as part of this report:

                                                                      Page
                                                                      ----
    1. Financial Statements.
           Report of Ernst & Young LLP, Independent Auditors           13

           Consolidated Statement of Income for the years
             ended December 31, 2000, 1999, and 1998                   15

           Consolidated Balance Sheet at December 31, 2000
             and 1999                                                  16

           Consolidated Statement of Cash Flows for the
             years ended December 31, 2000, 1999, and 1998             17

           Consolidated Statement of Shareholders' Equity
             for the years ended December 31, 2000, 1999,
             and 1998                                                  18

           Notes to Consolidated Financial Statements for
             the years ended December 31, 2000, 1999, and 1998         20

    2. Financial Statement Schedule.

           Schedule II - Valuation and Qualifying Accounts             46

All other schedules have been omitted since the required information is not
present or is not present in amounts sufficient to require submission of the
schedule, or because the information required is included in the consolidated
financial statements, including the notes thereto.

    3. Exhibits.

       See index of Exhibits included on pages 37 - 44.

(b) Reports on Form 8-K.

During the quarter ended December 31, 2000 the following Current Reports
on Form 8-K were filed:

 Date of Report                            Item Reported
 --------------                            -------------

December 22, 2000                      Announcement of completion
                                       of acquisition of Wyle
                                       Components and Wyle Systems
                                       and pro forma financial
                                       information related to the
                                       acquisition

February 13, 2001                      Press release announcing
                                       earnings for the fourth quarter
                                       and year ended December 31, 2000

February 15, 2001                      Announcement of completion of
                                       offering of zero coupon
                                       convertible senior debentures
                                       due 2021

March 20, 2001                         Press release announcing that
                                       earnings for the first quarter
                                       ended March 31, 2001 would be
                                       lower than anticipated



(a)3. Exhibits.
      --------

               (2)(a)(i)    Share Purchase Agreement, dated as of October 10,
1991, among EDI Electronics Distribution International B.V., Aquarius
Investments Ltd., Andromeda Investments Ltd., and the other persons named
therein (incorporated by reference to Exhibit 2.2 to the company's Registration
Statement on Form S-3, Registration No. 33-42176).

                    (ii)    Standstill Agreement, dated as of October 10,
1991, among Arrow Electronics, Inc., Aquarius Investments Ltd., Andromeda
Investments Ltd., and the other persons named therein (incorporated by
reference to Exhibit 4.1 to the company's Registration Statement on Form S-3,
Registration No. 33-42176).

                   (iii)    Shareholder's Agreement, dated as of October 10,
1991, among EDI Electronics Distribution International B.V., Giorgio Ghezzi,
Germano Fanelli, and Renzo Ghezzi (incorporated by reference to Exhibit
2(f)(iii) to the company's Annual Report on Form 10-K for the year ended
December 31, 1993, Commission File No. 1-4482).

                  (b)       Agreement and Plan of Merger, dated as of June
24, 1994, by and among Arrow Electronics, Inc., AFG Acquisition Company and
Gates/FA Distributing, Inc. (incorporated by reference to Exhibit 2 to the
company's Registration Statement on Form S-4, Commission File No. 35-54413).

                  (c)       Agreement  and  Plan of  Merger, dated as of
September 21, 1994, by and among Arrow Electronics, Inc., MTA Acquisition
Company and Anthem Electronics, Inc. (incorporated by reference to Exhibit 2
to the company's Registration Statement on Form S-4, Commission File No.
33-55645).

                  (d)       Master Agreement, dated as of December 20, 1996,
among Premier Farnell plc and Arrow Electronics, Inc. relating to the sale
and purchase of the Farnell Volume Business (incorporated by reference to
Exhibit 2(d) to the company's Annual Report on Form 10-K for the year ended
December 31, 1996, Commission File No. 1-4482).

                  (e)(i)    Agreement and Plan of Merger, dated as of
September 30, 1998, by and among Arrow Electronics, Inc., Lear Acquisition
Corp. and Richey Electronics, Inc. (incorporated by reference to Exhibit 2(e)
to the company's Annual Report on Form 10-K for the year ended December 31,
1998, Commission File No. 1-4482).

                    (ii)    Amendment to Agreement and Plan of Merger, dated
as of October 21, 1998 by and among Arrow Electronics, Inc., Lear Acquisition
Corp. and Richey Electronics, Inc. in 2(e)(i) above (incorporated by
reference to Exhibit 2(e)(i) to the company's Annual Report on Form 10-K for
the year ended December 31, 1998, Commission No. 1-4482).

                  (f)       Agreement of Purchase and Sale, dated as of
October 1, 1998, by and between Bell Industries, Inc. and Arrow Electronics,
Inc. (incorporated by reference to Exhibit 2(f) to the company's Annual
Report on Form 10-K for the year ended December 31, 1998, Commission No.
1-4482).

                  (g)       Share Purchase Agreement, dated as of February 7,
2000, by and between Arrow Electronics, Inc., Tekelec Airtronic, Zedtek,
Investitech, and Natec.

                  (h)       Agreement for Sale and Purchase of Shares of Jakob
Hatteland Electronic AS, dated as of April 20, 2000, between Jakob Hatteland
Holding AS, Jakob Hatteland, and Arrow Electronics, Inc.

                  (i)       Share Purchase Agreement, dated as of August 7,
2000, among VEBA Electronics GmbH, EBV Verwaltungs GmbH i.L., Viterra
Grundstucke Verwaltungs GmbH, VEBA Electronics LLC, VEBA Electronics
Beteiligungs GmbH, VEBA Electronics (UK) Plc, Raab Karcher Electronics Systems
Plc, and E.ON AG and Arrow Electronics, Inc., Avnet, Inc., and Cherrybright
Limited regarding the sale and purchase of VEBA electronics distribution group.

                  (j)       Stock Sale Agreement, dated as of September 15,
2000, by and among Merisel, Inc., Merisel Americas, Inc., and Arrow Electronics,
Inc.

               (3)(a)(i)    Restated  Certificate  of  Incorporation of the
company, as amended (incorporated by reference to Exhibit 3(a) to the
company's Annual Report on Form 10-K for the year ended December 31, 1994
Commission File No. 1-4482).

                    (ii)    Certificate of Amendment of the Certificate of
Incorporation of Arrow Electronics, Inc., dated as of August 30, 1996
(incorporated by reference to Exhibit 3 to the company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1996, Commission File No.
1-4482).

                   (iii)    Certificate of Amendment of the Restated
Certificate of Incorporation of the company, dated as of October 12, 2000.

                  (b)       By-Laws of the company, as amended (incorporated
by reference to Exhibit 3(b) to the company's Annual Report on Form 10-K for
the year ended December 31, 1986, Commission File No. 1-4482).

               (4)(a)(i)    Rights Agreement dated as of March 2, 1988
between Arrow Electronics, Inc. and Manufacturers Hanover Trust Company, as
Rights Agent, which includes as Exhibit A a Certificate of Amendment of the
Restated Certificate of Incorporation for Arrow Electronics, Inc. for the
Participating Preferred Stock, as Exhibit B a letter to shareholders
describing the Rights and a summary of the provisions of the Rights Agreement
and as Exhibit C the forms of Rights Certificate and Election to Exercise
(incorporated by reference to Exhibit 1 to the company's Current Report on
Form 8-K dated March 3, 1988, Commission File No. 1-4482).

                    (ii)    First Amendment, dated June 30, 1989, to the
Rights Agreement in (4)(a)(i) above (incorporated by reference to Exhibit
4(b) to the Company's Current Report on Form 8-K dated June 30, 1989,
Commission File No. 1-4482).

                   (iii)    Second Amendment, dated June 8, 1991, to the
Rights Agreement in (4)(a)(i) above (incorporated by reference to Exhibit
4(i)(iii) to the company's Annual Report on Form 10-K for the year ended
December 31, 1991, Commission File No. 1-4482).

                    (iv)    Third Amendment, dated July 19, 1991, to the
Rights Agreement in (4)(a)(i) above (incorporated by reference to Exhibit
4(i)(iv) to the company's Annual Report on Form 10-K for the year ended
December 31, 1991, Commission File No. 1-4482).

                     (v)    Fourth Amendment, dated August 26, 1991, to the
Rights Agreement in (4)(a)(i) above (incorporated by reference to Exhibit
4(i)(v) to the company's Annual Report on Form 10-K for the year ended
December 31, 1991, Commission File No. 1-4482).

                    (vi)    Fifth Amendment, dated February 25, 1998, to the
Rights Agreement in (4)(a)(i)above (incorporated by reference to Exhibit 7 to
the company's current report on Form 8 A/A dated March 2, 1998, Commission
File No. 1-4482).

                  (b)(i)    Indenture, dated as of January 15, 1997, between
the company and the Bank of Montreal Trust Company, as Trustee (incorporated
by reference to Exhibit 4(b)(i) to the company's Annual Report on Form 10-K
for the year ended December 31, 1996, Commission File No. 1-4482).

                    (ii)    Officers' Certificate, as defined by the
Indenture in 4(b)(i) above, dated as of January 22, 1997, with respect to the
company's $200,000,000 7% Senior Notes due 2007 and $200,000,000 7 1/2%
Senior Debentures due 2027 (incorporated by reference to Exhibit 4 (b)(ii) to
the company's Annual Report on Form 10-K for the year ended December 31,
1996, Commission File No. 1-4482).

                   (iii)    Officers' Certificate, as defined by the
indenture in 4(b)(i) above, dated as of January 15, 1997, with respect to the
$200,000,000 6 7/8% Senior Debentures due 2018, dated as of May 29, 1998
(incoporated by reference to Exhibit 4(b)(iii) to the company's Annual Report
on Form 10-K for the year ended December 31, 1998, Commission File No.
1-4482).

                    (iv)    Officers' Certificate, as defined by the
indenture in 4(b)(i) above, dated as of January 15, 1997, with respect to the
$250,000,000 6.45% Senior Notes due 2003, dated October 21, 1998
(incorporated by reference to Exhibit 4(b)(iv) to the company's Annual Report
on Form 10-K for the year ended December 31, 1998, Commission No. 1-4482).

                     (v)    Supplemental Indenture, dated as of February 21,
2001, between the company and The Bank of New York (as successor to the Bank of
Montreal Trust Company), as trustee (incorporated by reference to Exhibit 4.2
to the company's current report on Form 8-K dated February 15, 2001, Commission
File No. 1-4482).

              (10)(a)(i)    Arrow Electronics Savings Plan, as amended and
restated through December 28, 1994 (incorporated by reference to Exhibit
10(a)(iii) to the company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996, Commission File No. 1-4482).

                    (ii)    Amendment No. 1, dated March 29, 1996, to the
Arrow Electronics Savings Plan in (10)(a)(i) above (incorporated by reference
to Exhibit 10(a)(iv) to the company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996, Commission File No. 1-4482).

                   (iii)    Second Amendment No. 1 to the Arrow Electronics
Savings Plan in (10)(a)(i) above (incorporated by reference to Exhibit
10(a)(iii) to the company's Annual Report on Form 10-K for the year ended
December 31, 1998, Commission No. 1-4482).

                    (iv)    Amendment No. 3 to the Arrow Electronics Savings
Plan in (10)(a)(i) above (incorporated by reference to Exhibit 10(a)(iv) to
the company's Annual Report on Form 10-K for the year ended December 31,
1998, Commission No. 1-4482).

                     (v)    Amendment No. 4 dated May 26, 1998 to the Arrow
Electronics Savings Plan in (10)(a)(i) above (incorporated by reference to
Exhibit 10(a)(v) to the company's Annual Report on Form 10-K for the year
ended December 31, 1998, Commission No. 1-4482).

                  (b)(i)    Arrow Electronics Stock Ownership Plan, as
amended and restated through December 28, 1994 (incorporated by reference to
Exhibit 10(a)(i) to the company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996, Commission File No. 1-4482).

                    (ii)    Amendment No. 1, dated March 29, 1996, to the
Arrow Electronics Stock Ownership Plan in (10)(b)(i) above (incorporated by
reference to Exhibit 10(a)(ii) to the company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1996, Commission File No. 1-4482).

                   (iii)    Second Amendment No. 1 to the Arrow Electronics
Stock Ownership Plan in 10(b)(i) above (incorporated by reference to Exhibit
10(a)(viii) to the company's Annual Report on Form 10-K for the year ended
December 31, 1998, Commission No. 1-4482).

                    (iv)    Amendment No. 3 to the Arrow Electronics Stock
Ownership Plan in 10(b)(i) above (incorporated by reference to Exhibit
10(a)(ix) to the company's Annual Report on Form 10-K for the year ended
December 31, 1998, Commission No. 1-4482).

                     (v)    Amendment No. 4 dated May 26, 1998, to the Arrow
Electronics Stock Ownership Plan in 10(b)(i) above (incorporated by reference
to Exhibit 10(a)(x) to the company's Annual Report on Form 10-K for the year
ended December 31, 1998, Commission No. 1-4482).

                  (c)(i)    Employment Agreement, dated as of February 22,
1995, between the company and Stephen P. Kaufman (incorporated by reference
to Exhibit 10(c)(ii) to the company's Annual Report on Form 10-K for the year
ended December 31, 1995, Commission File No. 1-4482).

                    (ii)    Employment Agreement, dated as of January 1, 1998
between the company and Robert E. Klatell (incorporated by reference to
Exhibit 10(c)(iii) to the company's Annual Report on Form 10-K for the year
ended December 31, 1997, Commission File No. 1-4482).

                   (iii)    Employment Agreement, dated as of July 1, 2000,
by and between the company and Francis M. Scricco.

                    (iv)    Form of agreement between the company and the
employees parties to the Employment Agreements listed in 10(c)(i)-(iii) above
providing extended separation benefits under certain circumstances
(incorporated by reference to Exhibit 10(c)(iv) to the company's Annual
Report on Form 10-K for the year ended December 31, 1988, Commission File No.
1-4482).

                     (v)    Employment Agreement, dated as of January 1, 2001,
by and between the company and Michael J. Long.

                    (vi)    Employment Agreement, dated as of January 1,
2000, between the company and Arthur H. Baer (incorporated by reference to
Exhibit 10(c)(iv) to the company's Annual Report on Form 10-K for the year
ended December 31, 1999, Commission No. 1-4482).

                   (vii)    Amended and Restated Employment Agreement, dated
as of December 22, 1999, by and between the company and Steven W. Menefee.

                  (viii)    Employment Agreement, dated as of March 1, 1999,
between the company and Sam R. Leno (incorporated by reference to Exhibit
10(b)(iv) to the company's Annual Report on Form 10-K for the year ended
December 31, 1998, Commission No. 1-4482).

                    (ix)    Employment Agreement, dated as of January 1,
1998, between the company and Betty Jane Scheihing (incorporated by reference
to Exhibit 10(c)(v) to the company's Annual Report on Form 10-K for the year
ended December 31, 1997, Commission File No. 1-4482).

                     (x)    Employment Agreement, dated as of September 1,
1997, between the company and Jan M. Salsgiver (incorporated by reference to
Exhibit 10(c)(vi) to the company's Annual Report on Form 10-K for the year
ended December 31, 1997, Commission File No. 1-4482).

                    (xi)    Employment Agreement, dated as of September 21,
1994, between the company and Robert S. Throop (incorporated by reference to
Exhibit 10(c)(x) to the company's Annual Report on Form 10-K for the year
ended December 31, 1994, Commission File No. 1-4482).

                   (xii)    Form of agreement between the company and all
corporate Vice Presidents, including the employees parties to the Employment
Agreements listed in 10(c)(v)-(xi) above, providing extended separation
benefits under certain circumstances (incorporated by reference to Exhibit
10(c)(ix) to the company's Annual Report on Form 10-K for the year ended
December 31, 1988, Commission File No. 1-4482).

                  (xiii)    Form of agreement between the company and non-
corporate officers providing extended separation benefits under certain
circumstances (incorporated by reference to Exhibit 10(c)(x) to the company's
Annual Report on Form 10-K for the year ended December 31, 1988, Commission
File No. 1-4482).

                   (xiv)    Unfunded Pension Plan for Selected Executives of
Arrow Electronics, Inc., as amended (incorporated by reference to Exhibit
10(c)(xiii) to the company's Annual Report on Form 10-K for the year ended
December 31, 1994, Commission File No. 1-4482).

                    (xv)    Amendment, dated May 1998, to the Unfunded
Pension Plan for Selected Executives of Arrow Electronics, Inc. (incorporated
by reference to Exhibit 10(b)(xiv) to the company's Annual Report on Form
10-K for the year ended December 31, 1998, Commission No. 1-4482).

                   (xvi)    Grantor Trust Agreement, dated June 25, 1998, by
and between Arrow Electronics, Inc. and Wachovia Bank, N.A. (incorporated by
reference to Exhibit 10(b)(xv) to the company's Annual Report on Form 10-K
for the year ended December 31, 1998, Commission No. 1-4482).

                  (xvii)    English translation of the Service Agreement,
dated January 19, 1993, between Spoerle Electronic and Carlo Giersch
(incorporated by reference to Exhibit 10(f)(v) to the company's Annual Report
on Form 10-K for the year ended December 31, 1992, Commission File No.
1-4482).

                  (d)(i)    8.20% Senior Exchange Notes due October 1, 2003,
dated as of October 6, 2000, among Arrow Electronics, Inc. and Goldman, Sachs
& Co., Chase Securities Inc., Morgan Stanley & Co. Incorporated, Banc of
America Securities LLC, Donaldson, Lufkin & Jenrette Securities Corporation,
BNY Capital Markets, Inc., Credit Suisse First Boston Corporation, Deutsche
Bank Securities Inc., Fleet Securities, Inc., and HSBC Securities (USA) Inc.,
as underwriters (incorporated by reference to Exhibit 4.2 to the company's
Registration Statement on Form S-4, Registration No. 333-51100).

                    (ii)    8.70% Senior Exchange Notes due October 1, 2005,
dated as of October 6, 2000, among Arrow Electronics, Inc. and Goldman, Sachs
& Co., Chase Securities Inc., Morgan Stanley & Co. Incorporated, Banc of
America Securities LLC, Donaldson, Lufkin & Jenrette Securities Corporation,
BNY Capital Markets, Inc., Credit Suisse First Boston Corporation, Deutsche
Bank Securities Inc., Fleet Securities, Inc., and HSBC Securities (USA) Inc.,
as underwriters (incorporated by reference to Exhibit 4.3 to the company's
Registration Statement on Form S-4, Registration No. 333-51100).

                   (iii)    9.15% Senior Exchange Notes due October 1, 2010,
dated as of October 6, 2000, among Arrow Electronics, Inc. and Goldman, Sachs
& Co., Chase Securities Inc., Morgan Stanley & Co. Incorporated, Banc of
America Securities LLC, Donaldson, Lufkin & Jenrette Securities Corporation,
BNY Capital Markets, Inc., Credit Suisse First Boston Corporation, Deutsche
Bank Securities Inc., Fleet Securities, Inc., and HSBC Securities (USA) Inc.,
as underwriters (incorporated by reference to Exhibit 4.4 to the company's
Registration Statement on Form S-4, Registration No. 333-51100).

                  (e)(i)    Senior Note Purchase Agreement, dated as of
December 29, 1992, with respect to the company's 8.29 percent Senior Secured
Notes due 2000 (incorporated by reference to Exhibit 10(d) to the company's
Annual Report on Form 10-K for the year ended December 31, 1992, Commission
File No. 1-4482).

                    (ii)    First Amendment, dated as of December 22, 1993,
to the Senior Note Purchase Agreement in 10(e)(i) above (incorporated by
reference to Exhibit 10(d)(ii) to the company's Annual Report on form 10-K
for the year ended December 31, 1993, Commission File No. 1-4482).

                   (iii)    Second Amendment, dated as of April 24, 1995, to
the Senior Note Purchase Agreement in 10(e)(i) above (incorporated by
reference to Exhibit 10(c)(iii) to the company's Annual Report on form 10-K
for the year ended December 31, 1996, Commission File No. 1-4482).

                    (iv)    Third Amendment, dated as of December 23, 1996,
to the Senior Note Purchase Agreement in 10(e)(i) above (incorporated by
reference to Exhibit 10(c)(iv) to the company's Annual Report on form 10-K
for the year ended December 31, 1996, Commission File No. 1-4482).

                     (v)    Fourth Amendment, dated as of October 28, 1998,
to the Senior Note Purchase Agreement in 10(e)(i) above (incorporated by
reference to Exhibit 10(c)(v) to the company's Annual Report on Form 10-K for
the year ended December 31, 1998, Commission File No. 1-4482).

                    (vi)    Fifth Amendment, dated as of March 25, 1999, to
the Senior Note Purchase Agreement in 10(e)(i) above (incorporated by
reference to Exhibit 10(d)(vi) to the company's Annual Report on Form 10-K
for the year ended December 31, 1999, Commission File No. 1-4482).

                  (f)(i)    Amended and Restated Credit Agreement, dated as
of August 16, 1995 among Arrow Electronics, Inc., the several Banks from time
to time parties hereto, Bankers Trust Company and Chemical Bank, as agents
(incorporated by reference to Exhibit 10(d) to the company's Annual Report on
form 10-K for the year ended December 31, 1995, Commission File No. 1-4482).

                    (ii)    First Amendment, dated as of September 30, 1996,
to the Arrow Electronics, Inc. Second Amended and Restated Credit Agreement,
dated August 16, 1995 in (10)(f)(i) above (incorporated by reference to
Exhibit 10 to the company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996, Commission File No. 1-4482).

                  (g)(i)     Amended and Restated 364-Day Credit Agreement,
dated as of February 22, 2001, among Arrow Electronics, Inc., the Subsidiary
Borrowers, the several banks from time to time parties hereto, Bank of
America, N.A., as syndication agent, Fleet National Bank, as documentation
agent, and The Chase Manhattan Bank, as administrative agent.

                    (ii)    Amended and Restated 364-Day Credit Agreement,
dated as of March 24, 2000, among Arrow Electronics, Inc., the Subsidiary
Borrowers, the several banks from time to time parties hereto, The Bank of
Nova Scotia, Bank One, NA, Banque Nationale de Paris, New York Branch, Den
Danske Bank Aktieselskab, HSBC Bank USA, and Mellon Bank, N.A., as co-agents,
Bank of America, N.A., as syndication agent, Fleet Bank, N.A., as
documentation agent, and The Chase Manhattan Bank, as administrative agent.

                   (iii)    364-Day Credit Agreement, dated as of March 30,
1999, among Arrow Electronics, Inc., the Subsidiary Borrowers, the several
banks and other financial institutions from time to time parties hereto,
Chase Securities Inc., as arranger, and The Chase Manhattan Bank, as
administrative agent (incorporated by reference to Exhibit 10(f) to the
company's Annual Report on Form 10-K for the year ended December 31, 1999,
Commission File No. 1-4482).

                  (h)       Amended and Restated Three Year Credit Agreement,
dated as of February 22, 2001, among Arrow Electronics, Inc., the Subsidiary
Borrowers, the several banks from time to time parties hereto, Bank of
America, N.A., as syndication agent, Fleet National Bank, as documentation
agent, and The Chase Manhattan Bank, as administrative agent.

                  (i)       $400,000,000 Credit Agreement, dated as of
December 18, 2000, among Arrow Electronics, Inc., the several banks from time
to time parties hereto, and Morgan Stanley Senior Funding Inc., as
syndication agent, documentation agent, and administrative agent.

                  (j)       Floating Rate Exchange Notes due October 5, 2001,
dated as of October 6, 2000, among Arrow Electronics, Inc. and Goldman, Sachs
& Co., Chase Securities Inc., Morgan Stanley & Co. Incorporated, Banc of
America Securities LLC, Donaldson, Lufkin & Jenrette Securities Corporation,
BNY Capital Markets, Inc., Credit Suisse First Boston Corporation, Deutsche
Bank Securities Inc., Fleet Securities, Inc., and HSBC Securities (USA) Inc.,
as underwriters (incorporated by reference to Exhibit 4.5 to the company's
Registration Statement on Form S-4, Registration No. 333-51100).

                  (k)       $120,000,000 Arrow Electronics, Inc. Floating
Rate Notes due November 24, 2000, dated as of November 19, 1999, among Arrow
Electronics, Inc. and Chase Securities Inc. and Bank of America Securities
LLC as underwriters (incorporated by reference to Exhibit 4.1 to the
company's Registration Statement on Form S-3, Registration No. 333-91387).

                  (l)       Commercial Paper Private Placement Agreement,
dated as of November 9, 1999, among Arrow Electronics, Inc., as issuer, and
Chase Securities Inc., Bank of America Securities LLC, Goldman, Sachs & Co.,
and Morgan Stanley & Co. Incorporated as placement agents (incorporated by
reference to Exhibit 10(g) to the company's Annual Report on Form 10-K for
the year ended December 31, 1999, Commission File No. 1-4482).

                  (m)(i)    Arrow Electronics, Inc. Stock Option Plan, as
amended and restated, effective as of May 15, 1997 (incorporated by reference
to Exhibit 99(a) to the company's Registration Statement on Form S-8,
Registration No. 333-45631).

                    (ii)    Form of Stock Option Agreement under 10(m)(i)
above (incorporated by reference to Exhibit 10(e)(ii) to the company's Annual
Report on form 10-K for the year ended December 31, 1997, Commission File No.
1-4482).

                   (iii)    Form of Nonqualified Stock Option Agreement under
10(m)(i) above (incorporated by reference to Exhibit 10(k)(iv) to the
company's Registration Statement on Form S-4, Registration No. 33-17942).

                  (n)(i)    Restricted Stock Plan of Arrow Electronics, Inc.,
as amended and restated effective May 15, 1997 (incorporated by reference to
Exhibit 99(b) to the company's Registration Statement on Form S-8,
Registration No. 333-45631).

                    (ii)    Form of Restricted Stock Award Agreement under
10(n)(i) above (incorporated by reference to Exhibit 10(f)(ii) to the
company's Annual Report on Form 10-K for the year ended December 31, 1997,
Commission File No. 1-4482).

                  (o)(i)    Non-Employee Directors Stock Option Plan as of
May 15, 1997 (incorporated by reference to Exhibit 99(c) to the company's
Registration Statement on Form S-8, Registration No.333-45631).

                    (ii)    Form of Nonqualified Stock Option Agreement under
10(o)(i) above (incorporated by reference to Exhibit 10(g)(ii) to the
company's Annual Report on Form 10-K for the year ended December 31, 1997,
Commission File No. 1-4482).

                  (p)       Non-Employee Directors Deferral Plan as of May
15, 1997 (incorporated by reference to Exhibit 99(d) to the Company's
Registration Statement on Form S-8, Registration No. 333-45631).

                  (q)       Form of Indemnification Agreement between the
company and each director (incorporated by reference to Exhibit 10(m) to the
company's Annual Report on Form 10-K for the year ended December 31, 1986,
Commission File No. 1-4482).

              (21)       Subsidiary Listing.

              (23)       Consent of Ernst & Young LLP.

              (28)(i)    Record of Decision, issued by the EPA on
September 28, 1990, with respect to environmental clean-up in Plant City,
Florida (incorporated by reference to Exhibit 28 to the company's Annual
Report on Form 10-K for the year ended December 31, 1990, Commission File No.
1-4482).

                 (ii)    Consent Decree lodged with the U.S. District Court
for the Middle District of Florida, Tampa Division, on December 18, 1991,
with respect to environmental clean-up in Plant City, Florida (incorporated by
reference to Exhibit 28(ii) to the company's Annual Report on Form 10-K for
the year ended December 31, 1991, Commission File No. 1-4482).





                          ARROW ELECTRONICS, INC.

               SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                For the three years ended December 31, 2000



                                 Additions
                         ------------------------
            Balance at                                              Balance
            beginning      Charged     Charged to                   at end
             of year      to income     other (1)   Write-offs      of year
           -----------   -----------  -----------   -----------  ------------

Allowance for
doubtful accounts

2000       $32,338,000   $59,321,000  $55,192,000   $38,709,000  $108,142,000
           ===========   ===========  ===========   ===========  ============
1999       $48,423,000   $26,151,000  $ 1,567,000   $43,803,000  $ 32,338,000
           ===========   ===========  ===========   ===========  ============
1998       $46,055,000   $31,643,000  $   542,000   $29,817,000  $ 48,423,000
           ===========   ===========  ===========   ===========  ============



(1) Represents the allowance for doubtful accounts of the businesses acquired
    by the company during each year.


                               SIGNATURES
                               ----------

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this annual report to be
signed on its behalf by the undersigned, thereunto duly authorized.


                                                 ARROW ELECTRONICS, INC.


                                                 By: /s/ Robert E. Klatell
                                                     ---------------------
                                                     Robert E. Klatell
                                                     Executive Vice President
                                                     March 29, 2001


Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:


By: /s/ Stephen P. Kaufman                               March 29, 2001
    ----------------------------
    Stephen P. Kaufman, Chairman


By: /s/ Francis M. Scricco                               March 29, 2001
    ---------------------------------------
    Francis M. Scricco, President and Chief
     Executive Officer, and Director


By: /s/ Robert E. Klatell                                March 29, 2001
    --------------------------------------------
    Robert E. Klatell, Executive Vice President,
     Secretary, and Director


By: /s/ Sam R. Leno                                      March 29, 2001
    --------------------------------------------
    Sam R. Leno, Senior Vice President and Chief
     Financial Officer


By: /s/ Paul J. Reilly                                   March 29, 2001
    --------------------------------------
    Paul J. Reilly, Vice President-Finance
     and Principal Accounting Officer


By: /s/ Daniel W. Duval                                  March 29, 2001
    -------------------------
    Daniel W. Duval, Director


By: /s/ Carlo Giersch                                    March 29, 2001
    -----------------------
    Carlo Giersch, Director


By: /s/ John N. Hanson                                   March 29, 2001
    ------------------------
    John N. Hanson, Director


By: /s/ Roger King                                       March 29, 2001
    --------------------
    Roger King, Director


By: /s/ Karen Gordon Mills                               March 29, 2001
    ----------------------------
    Karen Gordon Mills, Director


By: /s/ Barry W. Perry                                   March 29, 2001
    ------------------------
    Barry W. Perry, Director


By: /s/ Richard S. Rosenbloom                            March 29, 2001
    -------------------------------
    Richard S. Rosenbloom, Director


By: /s/ John C. Waddell                                  March 29, 2001
    -------------------------
    John C. Waddell, Director



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>2
<FILENAME>ex3aiiicertofincorp.txt
<DESCRIPTION>AMENDMENT TO CERTIFICATE OF INCORPORATION
<TEXT>

                       CERTIFICATE OF AMENDMENT

                                   OF

                THE RESTATED CERTIFICATE OF INCORPORATION

                                   OF

                         ARROW ELECTRONICS, INC.

          UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

                              * * * * *

     I, THE UNDERSIGNED, Robert E. Klatell, being the Secretary of Arrow
Electronics, Inc. hereby certify:

1.  The name of the corporation is Arrow Electronics, Inc.

2.  The certificate of incorporation of said corporation was filed in the
Department of State on the 20th day of November, 1946.

3.  (a) The certificate of incorporation is amended to increase the number of
authorized shares of stock from 122,000,000 shares at $1 par value to
162,000,000 shares at $1 par value.  To effect this increase, the certificate
of incorporation is amended to increase the number of authorized shares of
common stock from 120,000,000 to 160,000,000.  The 2,000,000 authorized
shares of preferred stock will remain the same.

    (b) To effect the foregoing, the first paragraph of Article Third
relating to the number of authorized shares of stock is amended to read as
follows:

     "THIRD:  The total number of shares of all classes of stock which the
Corporation shall have authority to issue is one hundred sixty-two million
(162,000,000) shares, consisting of:

    (a) Two million (2,000,000) shares of Preferred Stock having a par value
of $1 per share (hereinafter referred to as "Preferred Stock"); and

    (b) One Hundred Sixty Million (160,000,000) shares of Common Stock having
a par value of $1 per share (hereinafter referred to as "Common Stock")."

4. The amendment hereinabove set forth was authorized by unanimous written
consent of the board of directors dated August 21, 2000, followed by the vote
of the holders of a majority of all the outstanding shares entitled to vote
thereon.

     IN WITNESS WHEREOF, we have signed this certificate on the 12th day of
October 2000 and we affirm the statements contained herein as true under
penalties of perjury.

By:   /s/ Robert E. Klatell
      ---------------------
Name: Robert E. Klatell
Title:Secretary

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex10hcredit3year.txt
<DESCRIPTION>$625M 3-YEAR CREDIT AGREEMENT
<TEXT>

                             $625,000,000

              AMENDED AND RESTATED THREE YEAR CREDIT AGREEMENT

                                 among

                         ARROW ELECTRONICS, INC.,
                         THE SUBSIDIARY BORROWERS

                            The Several Banks
                     from Time to Time Parties Hereto,

                          BANK OF AMERICA, N.A.,
                          as Syndication Agent


                          FLEET NATIONAL BANK,
                         as Documentation Agent


                                   and


                        THE CHASE MANHATTAN BANK,
                         as Administrative Agent

                                ---------
                                JP MORGAN,
                    a division of Chase Securities Inc.,
                               as Arranger


                      Dated as of February 22, 2001




                              TABLE OF CONTENTS
                                                                         Page

SECTION 1. DEFINITIONS                                                     1
1.1 Defined Terms                                                          1
1.2 Other Definitional Provisions                                         21
1.3 Accounting Determinations                                             21

SECTION 2. THE COMMITTED RATE LOANS                                       21
2.1 Committed Rate Loans                                                  21
2.2 Procedure for Committed Rate Loan Borrowing                           22
2.3 Repayment of Committed Rate Loans; Evidence of Debt                   22
2.4 Termination or Reduction of Commitments                               23
2.5 Optional Prepayments                                                  23
2.6 Conversion and Continuation Options                                   23
2.7 Minimum Amounts of Tranches                                           24
2.8 Interest Rates and Payment Dates for Committed Rate Loans             24
2.9 Inability to Determine Interest Rate                                  24
2.10 Commitment Increases                                                 24
2.11 Refunding of Committed Rate Loans Denominated
        in Available Foreign Currencies                                   24
2.12 Certain Borrowings of Committed Rate Loans and Refunding of Loans    24

SECTION 3. THE COMPETITIVE ADVANCE LOANS                                  29
3.1 Competitive Advance Loans                                             29
3.2 Procedure for Competitive Advance Loan Borrowing                      30
3.3 Repayment of Competitive Advance Loans; Evidence of Debt              31
3.4 Prepayments                                                           32

SECTION 4. THE SWING LINE LOANS                                           32
4.1 Swing Line Loans                                                      32
4.2 Procedure for Swing Line Borrowing                                    32
4.3 Repayment of Swing Line Loans; Evidence of Debt                       32
4.4 Allocating Swing Line Loans; Swing Line Loan Participations           33

SECTION 5. THE LETTERS OF CREDIT                                          34
5.1 L/C Commitment.                                                       34
5.2 Procedure for Issuance of Letters of Credit under this Agreement.     35
5.3 Fees, Commissions and Other Charges.                                  35
5.4 L/C Participations.                                                   36
5.5 Reimbursement Obligation of the Specified Borrowers.                  37
5.6 Obligations Absolute.                                                 37
5.7 Letter of Credit Payments.                                            38
5.8 Application.                                                          38

SECTION 6. LOCAL CURRENCY FACILITIES                                      38
6.1 Terms of Local Currency Facilities                                    38
6.2 Reporting of Local Currency Outstandings                              40
6.3 Refunding of Local Currency Loans                                     40

SECTION 7. CERTAIN PROVISIONS APPLICABLE TO THE LOANS AND LETTERS
             Of CREDIT                                                    42
7.1 Facility Fee, Other Fees                                              42
7.2 Computation of Interest and Fees                                      42
7.3 Pro Rata Treatment and Payments                                       42
7.4 Illegality                                                            43
7.5 Requirements of Law                                                   44
7.6 Taxes                                                                 46
7.7 Company's Options upon Claims for Increased Costs and Taxes           48
7.8 Break Funding Payments                                                49
7.9 Determinations                                                        50
7.10 Change of Lending Office                                             50
7.11 Company Controls on Exposure; Calculation of Exposure;
       Prepayment if Exposure exceeds Commitments                         50

SECTION 8. REPRESENTATIONS AND WARRANTIES	51
8.1 Financial Condition                                                   51
8.2 No Change                                                             52
8.3 Corporate Existence; Compliance with Law                              52
8.4 Corporate Power; Authorization; Enforceable Obligations               52
8.5 No Legal Bar                                                          53
8.6 No Material Litigation                                                53
8.7 No Default                                                            53
8.8 Ownership of Property; Liens                                          53
8.9 Intellectual Property                                                 53
8.10 Local Currency Facilities Error! Bookmark not defined.
8.11 Taxes                                                                53
8.12 Federal Regulations                                                  54
8.13 ERISA                                                                54
8.14 Investment Company Act; Other Regulations                            55
8.15 Subsidiaries                                                         55
8.16 Accuracy and Completeness of Information                             55
8.17 Purpose of Loans                                                     55
8.18 Environmental Matters                                                56

SECTION 9. CONDITIONS PRECEDENT                                           57
9.1 Conditions to Closing Date                                            57
9.2 Conditions to Each Extension of Credit                                58

SECTION 10. AFFIRMATIVE COVENANTS                                         59
10.1 Financial Statements                                                 59
10.2 Certificates; Other Information                                      60
10.3 Payment of Obligations                                               61
10.4 Conduct of Business and Maintenance of Existence                     61
10.5 Maintenance of Property; Insurance                                   62
10.6 Inspection of Property; Books and Records; Discussions               62
10.7 Notices                                                              62
10.8 Environmental Laws                                                   63
10.9 Additional Subsidiary Guarantees
10.10 Foreign Subsidiary Borrowers

SECTION 11. NEGATIVE COVENANTS                                            63
11.1 Financial Condition Covenants                                        63
11.2 Limitation on Indebtedness of Domestic Subsidiaries                  64
11.3 Limitation on Liens                                                  64
11.4 Limitation on Fundamental Changes                                    65

SECTION 12. EVENTS OF DEFAULT                                             66

SECTION 13. THE ADMINISTRATIVE AGENT AND THE AGENTS; THE ARRANGER         68
13.1 Appointment                                                          68
13.2 Delegation of Duties                                                 69
13.3 Exculpatory Provisions                                               69
13.4 Reliance by Administrative Agent                                     69
13.5 Notice of Default                                                    70
13.6 Non-Reliance on Administrative Agent and Other Banks                 70
13.7 Indemnification                                                      70
13.8 Administrative Agent in Its Individual Capacity                      71
13.9 Successor Administrative Agent                                       71
13.10 The Agents and the Arranger                                         71

SECTION 14. MISCELLANEOUS                                                 71
14.1 Amendments and Waivers                                               71
14.2 Notices                                                              74
14.3 No Waiver; Cumulative Remedies                                       75
14.4 Survival of Representations and Warranties                           75
14.5 Payment of Expenses and Taxes                                        75
14.6 Successors and Assigns; Participations and Assignments               76
14.7 Adjustments; Set-off                                                 78
14.8 Power of Attorney                                                    79
14.9 Judgment                                                             79
14.10 Counterparts                                                        80
14.11 Severability                                                        80
14.12 Integration                                                         80
14.13 GOVERNING LAW                                                       80
14.14 Submission To Jurisdiction; Waivers                                 80
14.15 Acknowledgements                                                    81
14.16 WAIVERS OF JURY TRIAL                                               82



SCHEDULES

I           -   Banks and Commitments
II          -   Subsidiary Borrowers
III         -   Certain Information Concerning Swing Line
                  Loans and Letters of Credit
IV          -   Administrative Schedule
8.10        -   Outstanding Local Currency Loans
8.13        -   Excluded ERISA Arrangements
8.15        -   Subsidiaries
8.18        -   Environmental Matters

EXHIBITS

Exhibit A   -   Form of Joinder Agreement
Exhibit B   -   Form of Schedule Amendment
Exhibit C   -   Form of Local Currency Facility Addendum
Exhibit D   -   [Reserved]
Exhibit E   -   Form of Borrowing Certificate
Exhibit F-1 -   Form of Company Guarantee
Exhibit F-2 -   Form of Subsidiary Guarantee
Exhibit G-1 -   Form of Opinion of Milbank, Tweed, Hadley & McCloy LLP
Exhibit G-2 -   Form of Opinion of Robert E. Klatell
Exhibit G-3 -   Opinions Relating to Foreign Subsidiary Borrowers
Exhibit H   -   Form of Certificate Pursuant to Subsection 10.2
Exhibit I   -   Form of Assignment and Acceptance
Exhibit J   -   [Reserved]
Exhibit K   -   Form of New Bank Supplement
Exhibit L   -   Form of Commitment Increase Supplement



     AMENDED AND RESTATED THREE YEAR CREDIT AGREEMENT, dated as of February
22, 2001, among:

   (i)  ARROW ELECTRONICS, INC., a New York corporation (the "Company");

  (ii)  the SUBSIDIARY BORROWERS (as hereinafter defined);

 (iii)  the several banks and other financial institutions from time to time
parties to this Agreement (the "Banks");

  (iv)  BANK OF AMERICA, N.A., as syndication agent for the Banks hereunder
(in such capacity, the "Syndication Agent");

   (v)  FLEET NATIONAL BANK, as documentation agent for the Banks hereunder
(in such capacity, the "Documentation Agent"); and

  (vi)  THE CHASE MANHATTAN BANK, as administrative agent for the Banks
hereunder (in such capacity, the "Administrative Agent").
                        W I T N E S S E T H :

     WHEREAS, the Company has requested the Banks to make available a three
year revolving credit facility that amends and restates the Second Amended
and Restated Credit Agreement, dated as of August 16, 1995, among the
Company, certain of its subsidiaries, certain financial institutions, Chase
Securities Inc., as arranger, Bankers Trust Company, as collateral agent, and
The Chase Manhattan Bank, as administrative agent (as in effect on the date
hereof, the "Existing Credit Agreement"); and

     WHEREAS, the Banks are willing to make such credit facility available
upon and subject to the terms and conditions hereafter set forth;
     NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto hereby agree that, effective as of the
Closing Date (as defined below), the Existing Credit Agreement shall be
amended and restated in its entirety as follows:

     SECTION 1.  DEFINITIONS
       1.1  Defined Terms.  As used in this Agreement, the following terms
shall have the following meanings:

"ABR":  for any day, a rate per annum (rounded upwards, if necessary, to the
next 1/100 of 1%) equal to the greatest of (a) the Prime Rate in effect on
such day, (b) the Base CD Rate in effect on such day plus 1% and (c) the
Federal Funds Effective Rate in effect on such day plus 1/2 of 1%.  For
purposes hereof:  "Prime Rate" shall mean the rate of interest per annum
publicly announced from time to time by Chase as its prime rate in effect at
its principal office in New York City (the Prime Rate not being intended to
be the lowest rate of interest charged by Chase in connection with extensions
of credit to debtors); "Base CD Rate" shall mean the sum of (a) the product
of (i) the Three-Month Secondary CD Rate and (ii) a fraction, the numerator
of which is one and the denominator of which is one minus the C/D Reserve
Percentage and (b) the C/D Assessment Rate; "Three-Month Secondary CD Rate"
shall mean, for any day, the secondary market rate for three-month
certificates of deposit reported as being in effect on such day (or, if such
day shall not be a Business Day, the next preceding Business Day) by the
Board through the public information telephone line of the Federal Reserve
Bank of New York (which rate will, under the current practices of the Board,
be published in Federal Reserve Statistical Release H.15(519) during the week
following such day), or, if such rate shall not be so reported on such day or
such next preceding Business Day, the average of the secondary market
quotations for three-month certificates of deposit of major money center
banks in New York City received at approximately 10:00 a.m., New York City
time, on such day (or, if such day shall not be a Business Day, on the next
preceding Business Day) by the Administrative Agent from three New York City
negotiable certificate of deposit dealers of recognized standing selected by
it; and "Federal Funds Effective Rate" shall mean, for any day, the weighted
average of the rates on overnight federal funds transactions with members of
the Federal Reserve System arranged by federal funds brokers, as published on
the next succeeding Business Day by the Federal Reserve Bank of New York, or,
if such rate is not so published for any day which is a Business Day, the
average of the quotations for the day of such transactions received by the
Administrative Agent from three federal funds brokers of recognized standing
selected by it.  If for any reason the Administrative Agent shall have
determined (which determination shall be conclusive absent manifest error)
that it is unable to ascertain the Base CD Rate or the Federal Funds
Effective Rate, or both, for any reason, including the inability or failure
of the Administrative Agent to obtain sufficient quotations in accordance
with the terms thereof, the ABR shall be determined without regard to clause
(b) or (c), or both, of the first sentence of this definition, as
appropriate, until the circumstances giving rise to such inability no longer
exist.  Any change in the ABR due to a change in the Prime Rate, the Base CD
Rate or the Federal Funds Effective Rate shall be effective as of the opening
of business on the effective day of such change in the Prime Rate, the Base
CD Rate or the Federal Funds Effective Rate, respectively.

"ABR Loans":  Loans denominated in Dollars the rate of interest applicable to
which is based upon the ABR.

"Acceleration Date":  any date on which the Commitments shall have been
terminated and/or the Loans shall have been declared immediately due and
payable pursuant to Section 12.

"Additional Local Currencies":  Australian Dollars, Singapore Dollars, New
Taiwan Dollars and any other available and freely convertible non-Dollar
currency selected by the Company and approved by the Administrative Agent in
the manner described in subsection 14.1(b).

"Adjusted Consolidated EBITDA":  for any fiscal period, (a) the Consolidated
Net Income of the Company and its Subsidiaries for such period, plus (b) to
the extent deducted from earnings in determining Consolidated Net Income for
such period, the sum, in each case for such period, of income taxes, interest
expense, depreciation expense, amortization expense, including amortization
of any goodwill or other intangibles, minus (c) to the extent included in
determining Consolidated Net Income for such period, non-cash equity earnings
of unconsolidated Affiliates, plus (d) to the extent excluded in determining
Consolidated Net Income for such period, cash distributions received by the
Company from unconsolidated Affiliates, all as determined on a consolidated
basis in accordance with GAAP.

"Administrative Schedule":  Schedule IV to this Agreement, which contains
interest rate definitions and administrative information in respect of each
Currency and each Type of Loan.

"Administrative Agent":  as defined in the preamble hereto.

"Affected Bank":  any Bank affected by the events described in subsection
7.4, 7.5 or 7.6, as the case may be, but only for the period during which
such Bank shall be affected by such events.

"Affiliate":  as to any Person, (a) any other Person (other than a
Subsidiary) which, directly or indirectly, is in control of, is controlled
by, or is under common control with, such Person or (b) any Person who is a
director or officer of the Company or any of its Subsidiaries.  For purposes
of this definition, "control" of a Person means the power, directly or
indirectly, either to (i) vote 10% or more of the securities having ordinary
voting power for the election of directors of such Person or (ii) direct or
cause the direction of the management and policies of such Person, whether by
contract or otherwise.

"Agents":  the collective reference to the Syndication Agent and the
Documentation Agent.

"Aggregate Commitments":  the aggregate amount of the commitments hereunder
and of the Commitments under (and as defined in) the 364-Day Credit
Agreement.

"Aggregate Committed Outstandings":  the aggregate outstanding principal or
face amount of the Committed Rate Loans, Swing Line Loans, Letters of Credit
and Local Currency Loans hereunder plus the aggregate outstanding principal
amount of the Committed Rate Loans and Swing Line Loans under (and as defined
in) the 364-Day Credit Agreement.

"Agreement":  this Amended and Restated Three Year Credit Agreement, as
amended, supplemented or otherwise modified from time to time.

"Allocable Share":  as to any Assenting Bank at any time, a fraction, the
numerator of which shall be the Commitment of such Assenting Bank then in
effect and the denominator of which shall be the aggregate of the Commitments
of all Assenting Banks then in effect.

"Applicable Margin":  for each Type of Loan, (i) for the period from and
including the Closing Date to and including September 30, 2001, 72.50 basis
points, and (ii) on any date thereafter, the rate per annum determined based
upon the Rating in effect on such date by both S&P and Moody's set forth
under the relevant column heading below opposite such Rating: Rating
(S&P/Moody's) Applicable Margin (in basis points) for Eurocurrency
LoansGreater than or equal to A-/A351.50 Greater than or equal to BBB+/Baa1
62.50Greater than or equal to BBB/Baa272.50 Greater than or equal to BBB-
/Baa3 82.50 Less than BBB-/Baa3 100.00; provided that, in the event that the
Ratings of S&P and Moody's do not coincide, the Applicable Margin set forth
above opposite the lower of such Ratings will apply, or if there is no Rating
in effect, the Applicable Margin will be based on the rating of less than
BBB-/Baa3.

"Application":  an application, in such form as the Issuing Bank may specify
from time to time, requesting the Issuing Bank to issue a Letter of Credit.

"Arranger":  JP Morgan, a division of Chase Securities Inc., as sole advisor,
lead arranger and bookrunner.

"Assenting Bank":  as defined in subsection 7.7(a).

"Assignee":  as defined in subsection 14.6(c).

"Assignment and Acceptance":  each Assignment and Acceptance, substantially
in the form of Exhibit I, executed and delivered pursuant to subsection
14.6(c).

"Available Foreign Currencies":  (i) with respect to Committed Rate Loans and
Swing Line Loans, Pounds Sterling, euro, Hong Kong Dollars and Swedish
Kroner, and any other currency agreed upon by the Company, the Administrative
Agent and all of the Banks, and (ii) with respect to Competitive Advance
Loans, any currency agreed upon by the Borrower of such Competitive Advance
Loan and the Bank that makes such Competitive Advance Loan. "Banks":  as
defined in the preamble hereto.

"Board":  the Board of Governors of the Federal Reserve System or any
successor.

 "Borrowers":  the collective reference to the Company, the Subsidiary
Borrowers and the Local Currency Borrowers.

"Borrowing Date":  any Business Day on which the Company or any Subsidiary
Borrower requests the Banks to make Loans hereunder.

"Borrowing Percentage":  (a) with respect to Committed Rate Loans denominated
in Dollars to be made by any Bank at any time, the ratio (expressed as a
percentage) of the amount of such Bank's Undrawn Commitment at such time to
the aggregate amount of the Undrawn Commitments of all the Banks at such
time; provided, that in determining any Bank's Undrawn Commitment for purpose
of determining such Bank's Borrowing Percentage of any such Committed Rate
Loans whose proceeds will be simultaneously applied to repay Swing Line Loans
or Local Currency Loans or to pay Reimbursement Obligations, such Bank's
Commitment Percentage of the amount of such Swing Line Loans and
Reimbursement Obligations, and the amount of such Local Currency Loans owing
to such Bank, will not be considered Committed Exposure of such Bank (such
Borrowing Percentage of each Bank at any time to be calculated by the
Administrative Agent on the basis of its most recent calculations of the
Undrawn Commitments of the Banks) and (b) with respect to Committed Rate
Loans denominated in any Available Foreign Currency to be made by any Bank at
any time, a percentage equal to such Bank's Foreign Currency Commitment
Percentage in the Currency of such Committed Rate Loans.

"Business":  as defined in subsection 8.18(b).

"Business Day":  (a) when such term is used in respect of any amount
denominated or to be denominated in (i) any Available Foreign Currency, a
London Banking Day which is also a day other than a Saturday or Sunday on
which banks are open for general banking business in (x) the city which is
the principal financial center of the country of issuance of such Available
Foreign Currency, (y) in the case of euro only, Frankfurt am Main, Germany
(or such other principal financial center as the Administrative Agent may
from time to time nominate for this purpose) and (z) New York City and (ii)
Dollars, a London Banking Day which is also a day other than a Saturday or
Sunday on which banks are open for general banking business in New York City
and (b) when such term is used for the purpose of determining the date on
which the Eurocurrency  Rate is determined under this Agreement for any Loan
denominated in euro for any Interest Period therefor and for purposes of
determining the first and last day of any Interest Period, references in this
Agreement to Business Days shall be deemed to be references to Target
Operating Days.

"C/D Assessment Rate":  for any day as applied to any ABR Loan, the net
annual assessment rate (rounded upward to the nearest 1/100th of 1%)
determined by Chase to be payable on such day to the Federal Deposit
Insurance Corporation or any successor ("FDIC") for FDIC's insuring time
deposits made in Dollars at offices of Chase in the United States.

"C/D Reserve Percentage":  for any day as applied to any ABR Loan, that
percentage (expressed as a decimal) which is in effect on such day, as
prescribed by the Board, for determining the maximum reserve requirement for
a Depositary Institution (as defined in Regulation D of the Board) in respect
of new non-personal time deposits in Dollars having a maturity of 30 days or
more.

"Capital Stock":  any and all shares, interests, participations or other
equivalents (however designated) of capital stock of a corporation, any and
all equivalent ownership interests in a Person (other than a corporation) and
any and all warrants, options or rights to purchase any of the foregoing.

"Change in Control":  one or more of the following events:

     (a)  less than a majority of the members of the Company's board of
directors shall be persons who either (i) were serving as directors on the
Closing Date or (ii) were nominated as directors and approved by the vote of
the majority of the directors who are directors referred to in clause (i)
above or this clause (ii);
or

     (b)  the stockholders of the Company shall approve any plan or proposal
for the liquidation or dissolution of the Company; or

     (c)  a Person or group of Persons acting in concert (other than the
direct or indirect beneficial owners of the Capital Stock of the Company as
of the Closing Date) shall, as a result of a tender or exchange offer, open
market purchases, privately negotiated purchases or otherwise, have become
the direct or indirect beneficial owner (within the meaning of Rule 13d-3
under the Securities Exchange Act of 1934, as amended from time to time) of
securities of the Company representing 40% or more of the combined voting
power of the outstanding voting securities for the election of directors or
shall have the right to elect a majority of the board of directors of the
Company.

"Chase":  The Chase Manhattan Bank.

"Closing Date":  the date on which the conditions precedent set forth in
subsection 9.1 shall be satisfied.

"Code":  the Internal Revenue Code of 1986, as amended from time to time.

"Commitment":  as to any Bank, the obligation of such Bank to make and/or
acquire participating interests in Committed Rate Loans or Swing Line Loans
hereunder and/or under Local Currency Facilities and issue and/or acquire
participating interests in Letters of Credit hereunder in an aggregate Dollar
Equivalent Amount at any one time outstanding not to exceed the amount set
forth opposite such Bank's name on Schedule I under the caption "Dollar
Commitment Amount", as such amount may be changed from time to time in
accordance with the provisions of this Agreement.

"Commitment Increase Notice":  as defined in subsection 2.10(a).

"Commitment Increase Supplement":  as defined in subsection 2.10(c).

"Commitment Percentage":  as to any Bank at any time, the percentage which
such Bank's Commitment then constitutes of the aggregate Commitments (or, at
any time after the Commitments shall have expired or terminated, the
percentage which the amount of such Bank's Exposure at such time constitutes
of the aggregate amount of the Exposure of all the Banks at such time).

"Commitment Period":  the period from and including the Closing Date to and
including the Termination Date or such earlier date on which the Commitments
shall terminate as provided herein.

"Committed Exposure":  as to any Bank, the sum of (a) the aggregate Dollar
Equivalent Amount of the principal amount of all outstanding Committed Rate
Loans and Local Currency Loans made by such Bank or its Local Currency Bank
affiliates, agencies or branches plus (b) such Bank's Commitment Percentage
of the aggregate Dollar Equivalent Amount of the principal or face amount of
all outstanding Swing Line Loans and L/C Obligations.

"Committed Rate Loan":  as defined in subsection 2.1; a Committed Rate Loan
bearing interest based upon the ABR shall be a "Committed Rate ABR Loan", and
a Committed Rate Loan bearing interest based upon a Eurocurrency Rate shall
be a "Committed Rate Eurocurrency Loan".

"Commonly Controlled Entity":  an entity, whether or not incorporated, which
is under common control with the Company within the meaning of Section 4001
of ERISA or is part of a group which includes the Company and which is
treated as a single employer under Section 414 of the Code.

"Company":  as defined in the preamble hereto.

"Company Guarantee":  the Guarantee of the Company, substantially in the form
of Exhibit F-1, as amended, supplemented or otherwise modified from time to
time.

"Competitive Advance Loan":  as defined in subsection 3.1.

"Competitive Advance Loan Offer":  with respect to any Competitive Advance
Loan Request in any Currency, an offer from a Bank in respect of such
Competitive Advance Loan Request, containing the information in respect of
such Competitive Advance Loan Offer and delivered to the Person, in the
manner and by the time specified for a Competitive Advance Loan Offer in
respect of such Currency in the Administrative Schedule.

"Competitive Advance Loan Request":  with respect to any Competitive Advance
Loan in any Currency, a request from the Specified Borrower in respect of
such Loan, containing the information in respect of such Competitive Advance
Loan and delivered to the Person, in the manner and by the time specified for
a Competitive Advance Loan Request in respect of such Currency in the
Administrative Schedule.

"Consolidated Cash Interest Expense":  for any period, (a) the amount which
would, in conformity with GAAP, be set forth opposite the caption "interest
expense" or any like caption on a consolidated income statement of the
Company and its Subsidiaries minus (b) the amount of non-cash interest
(including interest paid by the issuance of additional securities) included
in such amount; provided that in the event of the consummation of any
Permitted Receivables Securitization, "Consolidated Cash Interest Expense"
shall be adjusted to include (without duplication) an amount equal to the
interest (or other fees in the nature of interest or discount) accrued and
paid or payable in cash for such period by the special purpose entity to the
Receivable Financiers under such Permitted Receivables Securitization.

"Consolidated Net Income":  for any fiscal period, the consolidated net
income (or loss) of the Company and its Subsidiaries after excluding all
unusual, extraordinary and non-recurring gains and after adding all unusual,
extraordinary and non-recurring losses, in all cases of the Company and its
Subsidiaries determined on a consolidated basis during the relevant period in
accordance with GAAP.

"Consolidated Net Worth":  at a particular date, all amounts which would be
included under shareholders' equity on a consolidated balance sheet of the
Company and its Subsidiaries determined on a consolidated basis in accordance
with GAAP.

"Consolidated Total Capitalization":  at a particular date, the sum of (a)
Consolidated Net Worth plus (b) Consolidated Total Debt as at such date.

"Consolidated Total Debt":  at the date of determination thereof, (i) all
Indebtedness of the Company and its Subsidiaries (excluding Indebtedness of
the Company owing to any of its Subsidiaries or Indebtedness of any
Subsidiary of the Company owing to the Company or any other Subsidiary of the
Company), as determined on a consolidated basis in accordance with GAAP plus
(ii) without duplication of amounts included in clause (i) above, an amount
equal to the aggregate unpaid amount of cash proceeds advanced by the
Receivables Financiers to the special purpose entity under any Permitted
Receivables Securitization at the date of determination.

"Contractual Obligation":  as to any Person, any provision of any security
issued by such Person or of any agreement, instrument or other undertaking to
which such Person is a party or by which it or any of its property is bound.

"Credit Documents":  this Agreement, the Applications, the Subsidiary
Guarantees, the Company Guarantee and the Local Currency Facilities.

"Currencies":  the collective reference to Dollars and Foreign Currencies.

"Default":  any of the events specified in Section 12, whether or not any
requirement for the giving of notice, the lapse of time, or both, or any
other condition, has been satisfied.

"Dollar Equivalent Amount":  with respect to (i) the amount of any Foreign
Currency on any date, the equivalent amount in Dollars of such amount of
Foreign Currency, as determined by the Administrative Agent using the
Exchange Rate and (ii) any amount in Dollars, such amount.

"Dollars" and "$":  dollars in lawful currency of the United States of
America.

"Domestic Subsidiary":  as to any Person, a Subsidiary of such Person
organized under the laws of a State of the United States or the District of
Columbia.

"Domestic Subsidiary Borrower":  each Subsidiary of the Company listed as a
Domestic Subsidiary Borrower in Schedule II as amended from time to time in
accordance with subsection 14.1(b)(i).

"Environmental Laws":  any and all applicable foreign, Federal, state, local
or municipal laws, rules, orders, regulations, statutes, ordinances, codes,
decrees, requirements of any Governmental Authority or other Requirements of
Law (including, without limitation, common law) regulating, relating to or
imposing liability or standards of conduct concerning protection of human
health or the environment, as now or may at any time hereafter be in effect.

"ERISA":  the Employee Retirement Income Security Act of 1974, as amended
from time to time.

"euro":  the single currency of participating member states of the European
Union.

"Eurocurrency Loan":  any Loan bearing interest based upon a Eurocurrency
Rate.

"Eurocurrency Rate":  in respect of Dollars and each Available Foreign
Currency, the rate determined as the Eurocurrency Rate for Dollars or such
Available Foreign Currency in the manner set forth in the Administrative
Schedule.

"Event of Default":  any of the events specified in Section 12, provided that
any requirement for the giving of notice, the lapse of time, or both, or any
other condition, has been satisfied.

"Exchange Rate":  with respect to any Foreign Currency on any date, the rate
at which such Foreign Currency may be exchanged into Dollars, as set forth on
such date on the relevant Reuters currency page at or about 11:00 a.m. London
time on such date.  In the event that such rate does not appear on any
Reuters currency page, the "Exchange Rate" with respect to such Foreign
Currency shall be determined by reference to such other publicly available
service for displaying exchange rates as may be agreed upon by the
Administrative Agent and the Company or, in the absence of such agreement,
such

"Exchange Rate" shall instead be the Administrative Agent's spot rate of
exchange in the interbank market where its foreign currency exchange
operations in respect of such Foreign Currency are then being conducted, at
or about 10:00 a.m., local time, at such date for the purchase of Dollars
with such Foreign Currency, for delivery two Business Days later; provided,
that if at the time of any such determination, no such spot rate can
reasonably be quoted, the Administrative Agent may use any reasonable method
as it deems applicable to determine such rate, and such determination shall
be conclusive absent manifest error (without prejudice to the determination
of the reasonableness of such method).

"Existing Credit Agreement":  as defined in the recitals hereof.

"Exposure":  at any date, (a) as to all the Banks, the aggregate Dollar
Equivalent Amount of (i) the outstanding principal amount of all Loans then
outstanding and (ii) all L/C Obligations then outstanding, (b) as to any
Bank, the aggregate Dollar Equivalent Amount of (i) the outstanding principal
amount of all Committed Rate Loans, Local Currency Loans and Competitive
Advance Loans made by such Bank or its Local Bank affiliates, branches or
agencies and (ii) such Bank's Commitment Percentage of the outstanding
principal amount of all Swing Line Loans and L/C Obligations and (c) as to
any Borrower, the aggregate Dollar Equivalent Amount of the outstanding
principal amount of all Loans to such Borrower then outstanding.

"Extensions of Credit":  the collective reference to the making of any Loans
(including, without limitation, participating in any Swing Line Loans) and
the issuance of, or participation in, any Letters of Credit but excluding the
continuation or conversion of any Loan pursuant to a Notice of Conversion or
a Notice of Continuation.

"Facility Fee Rate": (i) for the period from and including the Closing Date
to and including September 30, 2001, 15.00 basis points and (ii) for any date
thereafter, a rate per annum determined based upon the Rating in effect on
such date by both S&P and Moody's set forth under the relevant column heading
below opposite such Rating:
Rating (S&P/Moody's) Facility Fee Rate (in basis points)
Greater than or equal to A-/A3 11.00
Greater than or equal to BBB+/Baa1 12.50Greater than or equal to BBB/Baa2
15.00 Greater than or equal to BBB-/Baa3 17.50 Less than BBB-/Baa3 25.00 ;
provided that, in the event that the Ratings of S&P and Moody's do not
coincide, the Facility Fee Rate set forth above opposite the lower of such
Ratings will apply, or if there is no Rating in effect, the Facility Fee Rate
will be based on the rating of less than BBB-/Baa3.

"Financing Lease":  any lease of property, real or personal, the obligations
of the lessee in respect of which are required in accordance with GAAP to be
capitalized on a balance sheet of the lessee.

"Foreign Currencies":  the collective reference to the Available Foreign
Currencies and the Additional Local Currencies.

"Foreign Currency Commitment":  as to any Bank and any Available Foreign
Currency, the obligation of such Bank to make Committed Rate Loans hereunder
denominated in such Available Foreign Currency in an aggregate principal
amount at any one time outstanding not to exceed the amount set forth
opposite such Bank's name on Schedule I under the caption "[Name of
applicable Available Foreign Currency] Commitment Amount", as such amount may
be changed from time to time in accordance with the provisions of this
Agreement.

"Foreign Currency Commitment Percentage":  as to any Bank and any Available
Foreign Currency at any time, the percentage which such Bank's Foreign
Currency Commitment in such Available Foreign Currency then constitutes of
the aggregate Foreign Currency Commitments of all Banks in such Available
Foreign Currency.

"Foreign Currency Exposure":  at any date, the aggregate Dollar Equivalent
Amount of (a) the outstanding principal amount of all Loans then outstanding
which are denominated in a currency other than Dollars and (b) all L/C
Obligations then outstanding which are denominated in a currency other than
Dollars.

"Foreign Currency Exposure Sublimit":  at any date, (a) with respect to
euros, a Dollar Equivalent Amount equal to $400,000,000, (b) with respect to
Pounds Sterling, a Dollar Equivalent Amount equal to $200,000,000, (c) with
respect to Hong Kong Dollars, a Dollar Equivalent Amount equal to
$150,000,000, and (d) with respect to Swedish Kroner, a Dollar Equivalent
Amount equal to $200,000,000.

"Foreign Subsidiary Borrower":  each Subsidiary of the Company listed as a
Foreign Subsidiary Borrower in Schedule II as amended from time to time in
accordance with subsection 14.1(b)(i); provided that with respect to any
Subsidiary for which a Foreign Subsidiary Opinion has not previously been
delivered, if the aggregate Exposure of such Subsidiary owing to all Banks
exceeds $20,000,000 for a period of 30 consecutive days, then, unless a
Foreign Subsidiary Opinion is delivered within 30 days after the end of such
period, such Subsidiary shall cease to be a Foreign Subsidiary Borrower 30
days after the end of such period with respect to all Exposure of such
Subsidiary owing to the Banks in excess of $20,000,000.

"Foreign Subsidiary Opinion":  with respect to any Foreign Subsidiary
Borrower, a legal opinion of counsel to such Foreign Subsidiary Borrower
addressed to the Administrative Agent and the Banks concluding that such
Foreign Subsidiary Borrower and the Credit Documents to which it is a party
substantially comply with the matters listed on Exhibit G-3 hereto, with such
deviations therefrom as the Administrative Agent shall consent (such consent
not to be unreasonably withheld).

"Funding Office":  (i) for each Type of Committed Rate Loan and each
Currency, the Funding Office set forth in respect thereof in the
Administrative Schedule and (ii) for each Competitive Advance Loan, as agreed
by the Borrower that borrows such Competitive Advance Loan, the Bank that
makes such Competitive Advance Loan and the Administrative Agent.

"Funding Time":  (i) for each Type of Committed Rate Loan and each Currency,
the Funding Time set forth in respect thereof in the Administrative Schedule
and (ii) for each Competitive Advance Loan, as agreed by the Borrower that
borrows such Competitive Advance Loan, the Bank that makes such Competitive
Advance Loan and the Administrative Agent.

"GAAP":  generally accepted accounting principles in the United States of
America in effect from time to time.

"Governing Documents":  as to any Person, the certificate or articles of
incorporation and by-laws or other organizational or governing documents of
such Person.

"Governmental Authority":  any nation or government, any state or other
political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or
pertaining to government.

"Guarantee Obligation":  as to any Person (the "guaranteeing person"), any
obligation of (a) the guaranteeing person or (b) another Person (including,
without limitation, any bank under any letter of credit) to induce the
creation of which the guaranteeing person has issued a reimbursement,
counterindemnity or similar obligation, in either case guaranteeing or in
effect guaranteeing any Indebtedness, leases, dividends or other obligations
(the "primary obligations") of any other third Person (the "primary obligor")
in any manner, whether directly or indirectly, including, without limitation,
any obligation of the guaranteeing person, whether or not contingent, (i) to
purchase any such primary obligation or any property constituting direct or
indirect security therefor, (ii) to advance or supply funds (1) for the
purchase or payment of any such primary obligation or (2) to maintain working
capital or equity capital of the primary obligor or otherwise to maintain the
net worth or solvency of the primary obligor, (iii) to purchase property,
securities or services primarily for the purpose of assuring the owner of any
such primary obligation of the ability of the primary obligor to make payment
of such primary obligation or (iv) otherwise to assure or hold harmless the
owner of any such primary obligation against loss in respect thereof;
provided, however, that the term Guarantee Obligation shall not include
endorsements of instruments for deposit or collection in the ordinary course
of business.  The amount of any Guarantee Obligation of any guaranteeing
person shall be deemed to be the lower of (a) an amount equal to the stated
or determinable amount of the primary obligation in respect of which such
Guarantee Obligation is made and (b) the maximum amount for which such
guaranteeing person may be liable pursuant to the terms of the instrument
embodying such Guarantee Obligation, unless such primary obligation and the
maximum amount for which such guaranteeing person may be liable are not
stated or determinable, in which case the amount of such Guarantee Obligation
shall be such guaranteeing person's maximum reasonably anticipated liability
in respect thereof as determined by the Company in good faith.

"Guarantor":  the Company or any Subsidiary in its capacity as a party to the
Company Guarantee or a Subsidiary Guarantee, as the case may be.

"Hedging Agreements":  (a) Interest Rate Agreements and (b) any swap,
futures, forward or option agreements or other agreements or arrangements
designed to limit or eliminate the risk and/or exposure of a Person to
fluctuations in currency exchange rates.

"Hedging Banks":  any Bank or any of its subsidiaries or affiliates which
from time to time enter into Hedging Agreements with the Company or any of
its Subsidiaries.

"Increasing Bank":  as defined in subsection 2.10(c).

"Indebtedness":  of any Person at any date, without duplication, (a) the
principal amount of all indebtedness of such Person for borrowed money or for
the deferred purchase price of property or services (other than current trade
liabilities incurred in the ordinary course of business and payable in
accordance with customary practices), (b) the principal amount of any other
indebtedness of such Person which is evidenced by a note, bond, debenture or
similar instrument, (c) the portion of all obligations of such Person under
Financing Leases which must be capitalized in accordance with GAAP, (d) the
principal or stated amount of all obligations of such Person in respect of
letters of credit, banker's acceptances or similar obligations issued or
created for the account of such Person, (e) all liabilities arising under
Hedging Agreements of such Person, (f) the principal or stated amount of all
Guarantee Obligations of such Person (other than guarantees by the Company or
any Subsidiary in respect of current trade liabilities of the Company or any
Subsidiary incurred in the ordinary course of business and payable in
accordance with customary terms), and (g) the principal amount of all
liabilities secured by any Lien on any property owned by such Person even
though such Person has not assumed or otherwise become liable for the payment
thereof.

"Initial Subsidiary Guarantee":  the Subsidiary Guarantee executed on the
Closing Date by Support Net, Inc., an Indiana corporation, Gates/Arrow
Distributing, Inc., a Delaware corporation, and Mid Range Open Computing
Alliance, Inc., a Delaware corporation, substantially in the form of Exhibit
F-2, as the same may be amended, supplemented or otherwise modified from time
to time.

"Insolvency":  with respect to any Multiemployer Plan, the condition that
such Plan is insolvent within the meaning of Section 4245 of ERISA.

"Insolvent":  pertaining to a condition of Insolvency.

"Interest Payment Date":  (a) as to any ABR Loan, the last day of each March,
June, September and December, (b) as to any Committed Rate Eurocurrency Loan
having an Interest Period of three months or less, the last day of such
Interest Period, (c) as to any Committed Rate Eurocurrency Loan having an
Interest Period longer than three months, each day which is three months
after the first day of such Interest Period and the last day of such Interest
Period, (d) as to any Swing Line Loan, the last Business Day of each calendar
month during which such Swing Line Loan is outstanding, and (e) as to any
Competitive Advance Loan, the date or dates set forth in the applicable
Competitive Advance Loan Request or otherwise agreed upon by the relevant
Borrower and Bank at the time the terms of such Competitive Advance Loan are
determined as provided in subsection 3.2.

"Interest Period":  with respect to any Committed Rate Eurocurrency Loan:

     (i)  initially, the period commencing on the borrowing or conversion
date, as the case may be, with respect to such Eurocurrency Loan and ending
one, two, three or six months thereafter, as selected by the relevant
Borrower in its Notice of Borrowing or Notice of Conversion, as the case may
be, given with respect thereto; and

    (ii)  thereafter, each period commencing on the last day of the next
preceding Interest Period applicable to such Eurocurrency Loan and ending
one, two, three or six months thereafter, as selected by the relevant
Borrower by a Notice of Continuation with respect thereto; provided that, all
of the foregoing provisions relating to Interest Periods are subject to the
following:

     (1)  if any Interest Period would otherwise end on a day that is not a
Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless the result of such extension would be to carry such
Interest Period into another calendar month in which event such Interest
Period shall end on the immediately preceding Business Day;

     (2)  any Interest Period that would otherwise extend beyond the
Termination Date shall end on the Termination Date; and

     (3)  any Interest Period 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 a calendar month.

"Interest Rate Agreement":  any interest rate protection agreement, interest
rate future, interest rate option, interest rate swap, interest rate cap or
other interest rate hedge or arrangement under which the Company is a party
or a beneficiary.

"Issuing Bank":  in respect of any Currency, each Bank listed as an Issuing
Bank in Schedule III in respect of such Currency.

"Issuing Office":  in respect of each Issuing Bank, the Issuing Office set
forth for such Issuing Bank in Schedule III.

"Joinder Agreement":  each Joinder Agreement, substantially in the form of
Exhibit A, from time to time executed and delivered hereunder pursuant to
subsection 14.1 (b).

"L/C Commitment":  the Dollar Equivalent Amount of $100,000,000.

"L/C Obligations":  at any time, an amount equal to the sum of the Dollar
Equivalent Amount of (a) the aggregate then undrawn and unexpired amount of
the then outstanding Letters of Credit and (b) the aggregate amount of
drawings under Letters of Credit which have not then been reimbursed pursuant
to subsection 5.5(a).

"L/C Participant":  in respect of each Letter of Credit, each Bank (other
than the Issuing Bank in respect of such Letter of Credit) in its capacity as
the holder of a participating interest in such Letter of Credit.

"Letters of Credit":  as defined in subsection 5.1(b).

"Lien":  any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge or other security
interest or any preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including, without
limitation, any conditional sale or other title retention agreement and any
Financing Lease having substantially the same economic effect as any
of the foregoing).

"Loan":  any Committed Rate Loan, Competitive Advance Loan, Swing Line Loan
or Local Currency Loan.

"Loan Parties":  the Company and each Subsidiary of the Company which is a
party to a Credit Document.

"Local Currency Bank":  any Bank (or, if applicable, any affiliate, branch or
agency thereof) party to a Local Currency Facility.

"Local Currency Bank Maximum Borrowing Amount":  as defined in subsection
6.1(b).

"Local Currency Borrower":  each Subsidiary of the Company organized under
the laws of a jurisdiction outside the United States that the Company
designates as a

"Local Currency Borrower" in a Local Currency Facility Addendum.

"Local Currency Facility":  any Qualified Credit Facility that the Company
designates as a "Local Currency Facility" pursuant to a Local Currency
Facility Addendum or that is set forth on Schedule 8.10.

"Local Currency Facility Addendum":  a Local Currency Facility Addendum
received by the Administrative Agent, substantially in the form of Exhibit C
and conforming to the requirements of Section 6.

"Local Currency Facility Agent":  with respect to each Local Currency
Facility, the Local Currency Bank acting as agent for the Local Currency
Banks party thereto.

"Local Currency Facility Maximum Borrowing Amount":  as defined in subsection
6.1(b).

"Local Currency Loan":  any loan made pursuant to a Local Currency Facility.

"London Banking Day": any day on which banks in London are open for general
banking business, including dealings in foreign currency and exchange.

"Material Adverse Effect":  a material adverse effect on (a) the business,
operations, property, condition (financial or otherwise) or prospects of the
Company and its Subsidiaries taken as a whole, (b) the ability of the Company
to perform its obligations under this Agreement or other Credit Documents or
(c) the validity or enforceability of this Agreement or any of the other
Credit Documents or the rights or remedies of the Administrative Agent or the
Banks hereunder or thereunder.

"Materials of Environmental Concern":  any gasoline or petroleum (including
crude oil or any fraction thereof) or petroleum products or any hazardous or
toxic substances, materials or wastes, defined or regulated as such in or
under any Environmental Law, including, without limitation, asbestos,
polychlorinated biphenyls and urea-formaldehyde insulation.

"Moody's":  Moody's Investors Service, Inc.

"Multiemployer Plan":  a Plan which is a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

"New Bank":  as defined in subsection 2.10(b).

"New Bank Supplement":  as defined in subsection 2.10(b).

"Non-Excluded Taxes":  as defined in subsection 7.6.

"Notice of Borrowing":  with respect to a Committed Rate Loan of any Type in
any Currency, a notice from the Specified Borrower in respect of such Loan,
containing the information in respect of such Loan and delivered to the
Person, in the manner and by the time specified for a Notice of Borrowing in
respect of such Currency and such Type of Loan in the Administrative
Schedule.

"Notice of Continuation":  with respect to a Committed Rate Eurocurrency Loan
in any Currency, a notice from the Specified Borrower in respect of such
Loan, containing the information in respect of such Loan and delivered to the
Person, in the manner and by the time specified for a Notice of Continuation
in respect of such Currency in the Administrative Schedule.

"Notice of Conversion":  with respect to a Committed Rate Loan in Dollars
which a Specified Borrower wishes to convert from a Eurocurrency Loan to an
ABR Loan, or from an ABR Loan to a Eurocurrency Loan, as the case may be, a
notice from such Borrower setting forth the amount of such Loan to be
converted, the date of such conversion and, in the case of conversions of ABR
Loans to Eurocurrency Loans, the length of the initial Interest Period
applicable thereto.  Each Notice of Conversion shall be delivered to the
Administrative Agent at its address set forth in subsection 14.2 and shall be
delivered before 12:00 Noon, New York City time, on the Business Day of the
requested conversion in the case of conversions to ABR Loans, and before
12:00 Noon, New York City time, three Business Days before the requested
conversion in the case of conversions to Eurocurrency Loans.

"Notice of Local Currency Outstandings":  with respect to each Local Currency
Facility Agent, a notice from such Local Currency Facility Agent containing
the information, delivered to the Person, in the manner and by the time,
specified for a Notice of Local Currency Outstandings in the Administrative
Schedule.

"Notice of Prepayment":  with respect to prepayment of any Committed Rate
Loan of any Type in any Currency, a notice from the Specified Borrower in
respect of such Loan, containing the information in respect of such
prepayment and delivered to the Person, in the manner and by the time
specified for a Notice of Prepayment in respect of such Currency and such
Type of Loan in the Administrative Schedule.

"Notice of Swing Line Borrowing":  with respect to a Swing Line Loan of any
Type in any Currency, a notice from the Specified Borrower in respect of such
Loan, containing the information in respect of such Swing Line Loan and
delivered to the Person, in the manner and by the time agreed by the Company
and the applicable Swing Line Bank in respect of such Currency and such Type
of Loan.

"Notice of Swing Line Outstandings":  with respect to each Swing Line Bank, a
notice from such Swing Line Bank containing the information, delivered to the
Person, in the manner and by the time, specified for a Notice of Swing Line
Outstandings in the Administrative Schedule.

"Notice of Swing Line Refunding":  with respect to each Swing Line Bank, a
notice from such Swing Line Bank containing the information, delivered to the
Person, in the manner and by the time, specified for a Notice of Swing Line
Refunding in the Administrative Schedule.

"Objecting Bank":  as defined in subsection 14.1(e).

"Offered Increase Amount":  as defined in subsection 2.10(a).

"Participant":  as defined in subsection 14.6(b).

"Payment Office":  (i) for each Type of Committed Rate Loan and each
Currency, the Payment Office set forth in respect thereof in the
Administrative Schedule and (ii) for each Competitive Advance Loan, as agreed
by the Borrower that borrows such Competitive Advance Loan, the Bank that
makes such Competitive Advance Loan and the Administrative Agent.

"Payment Time":  for each Type of Committed Rate Loan and each Currency, the
Payment Time set forth in respect thereof in the Administrative Schedule and
(ii) for each Competitive Advance Loan, as agreed by the Borrower that
borrows such Competitive Advance Loan, the Bank that makes such Competitive
Advance Loan and the Administrative Agent.

"PBGC":  the Pension Benefit Guaranty Corporation established pursuant to
Subtitle A of Title IV of ERISA.

"Permitted Receivables Securitization":  any transaction involving one or
more sales, contributions or other conveyances by the Company or any
Subsidiary of any Receivables to a special purpose entity (which may be a
Subsidiary or Affiliate of the Company), which special purpose entity
finances such sales, contributions or other conveyances by in turn conveying
an interest in such Receivables to one or more Receivable Financiers,
provided that such transaction shall not involve any recourse to the Company
or any Subsidiary (other than such special purpose entity) for any reason
other than (i) repurchases of non-eligible Receivables, (ii) indemnification
for losses (including any adjustments for dilutions), other than credit
losses related to the Receivables conveyed in such transaction and (iii)
payment of costs, fees, expenses and indemnities relating to such
transaction.

"Person":  an individual, partnership, corporation, business trust, joint
stock company, trust, unincorporated association, joint venture, Governmental
Authority or other entity of whatever nature.

"Plan":  at a particular time, any employee benefit plan which is covered by
ERISA and in respect of which the Company or a Commonly Controlled Entity is
(or, if such plan were terminated at such time, would under Section 4069 of
ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

"Pounds", "Pounds Sterling" and "Sterling":  the lawful currency of the
United Kingdom.

"Properties":  as defined in subsection 8.18(a).

"Qualified Credit Facility":  a credit facility (a) providing for one or more
Local Currency Banks to make loans denominated in an Additional Local
Currency to a Local Currency Borrower, (b) providing for such loans to bear
interest at a rate or rates determined by the Company and such Local Currency
Bank or Local Currency Banks and (c) otherwise conforming to the requirements
of Section 6.

"Ratings":  the actual or implied senior unsecured non-credit enhanced debt
ratings of the Company in effect from time to time by Moody's or S&P, as the
case may be, the bank debt rating of the Company in effect from time to time
by Moody's or the corporate credit rating of the Company in effect from time
to time by S&P.

"Re-Allocation Date":  as defined in subsection 2.10(e).

"Receivables":  all accounts receivable of the Company or any of its
Subsidiaries, and all proceeds thereof and rights (contractual and other) and
collateral related thereto.

"Receivable Financier":  any Person (other than a Subsidiary or Affiliate of
the Company) that finances the acquisition by a special purpose entity of
Receivables from the Company or any Subsidiary.

"Register":  as defined in subsection 14.6(d).

"Regulation U":  Regulation U of the Board as in effect from time to time.

"Reimbursement Obligation":  in respect of each Letter of Credit, the
obligation of the account party thereunder to reimburse the Issuing Bank for
all drawings made thereunder in accordance with Section 5 and the Application
related to such Letter of Credit.

"Reorganization":  with respect to any Multiemployer Plan, the condition that
such plan is in reorganization within the meaning of Section 4241 of ERISA.

"Replacement Bank":  a bank or financial institution that assumes certain
Commitments and obligations and purchases certain Loans and rights pursuant
to subsection 7.7(b) or 12.1(e).

"Reportable Event":  any of the events set forth in Section 4043(c) of ERISA,
other than those events as to which the thirty day notice period is waived
under subsections .13, .14, .16, .18, .19 or .20 of PBGC Reg. S  2615.

"Required Banks":  at any time, Banks the Commitment Percentages of which
aggregate more than 50%.

"Requirement of Law":  as to any Person, the Governing Documents of such
Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case
applicable to or binding upon such Person or any of its property or to which
such Person or any of its property is subject.

"Responsible Officer":  as to any Person, the chief executive officer, the
chairman of the board, the president, the chief financial officer, the chief
accounting officer, any executive or senior vice president or the treasurer
of such Person.

"S&P":  Standard & Poor's Ratings Group.

"Schedule Amendment":  each Schedule Amendment, substantially in the form of
Exhibit B, executed and delivered pursuant to subsection 14.1.

"Single Employer Plan":  any Plan which is covered by Title IV of ERISA, but
which is not a Multiemployer Plan.

"Specified Borrower":  the collective reference to the Company and the
Subsidiary Borrowers.

"Subsidiary":  as to any Person, a corporation, partnership or other entity
of which shares of stock or other ownership interests having ordinary voting
power (other than stock or such other ownership interests having such power
only by reason of the happening of a contingency) to elect a majority of the
board of directors or other managers of such corporation, partnership or
other entity are at the time owned, or the management of which is otherwise
controlled, directly or indirectly through one or more intermediaries, or
both, by such Person.  Unless otherwise qualified, all references to a

"Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a
Subsidiary or Subsidiaries of the Company.

"Subsidiary Borrower":  the collective reference to the Foreign Subsidiary
Borrowers and the Domestic Subsidiary Borrowers.

"Subsidiary Guarantee":  each of (a) the Initial Subsidiary Guarantee and (b)
each other Subsidiary Guarantee, substantially in the form of the Initial
Subsidiary Guarantee with such changes as shall be approved by the
Administrative Agent, to be executed and delivered from time to time by any
other Domestic Subsidiary pursuant to subsection 10.9, in each case, as the
same may be amended, supplemented or otherwise modified from time to time.

"Swing Line Bank":  in respect of any Specified Borrower and any Currency,
each Bank listed as a Swing Line Bank in respect of such Specified Borrower
and Currency in Schedule III.

"Swing Line Currency":  in respect of any Specified Borrower, the Currency
set forth for such Specified Borrower in Schedule III.

"Swing Line Limit":  in respect of any Specified Borrower, the amount listed
as the Swing Line Limit in respect of such Specified Borrower in Schedule
III, but not in any case for all Specified Borrowers to exceed a Dollar
Equivalent Amount equal to $150,000,000.

"Swing Line Loan":  as defined in subsection 4.1.

"Swing Line Rate":  in respect of each Swing Line Currency for each Swing
Line Bank, the interest rate agreed from time to time between the Company and
such Swing Line Bank.

"Target Operating Day":  any day that is not (a) a Saturday or Sunday, (b)
Christmas Day or New Year's Day or (c) any other day on which the Trans-
European Real-time Gross Settlement Operating System (or any successor
settlement system) is not operating (as determined by the Administrative
Agent).

"Termination Date":  February 22, 2004.

"364-Day Credit Agreement":  the Amended and Restated 364-Day Credit
Agreement, dated as of February 22, 2001, as amended, among the Company, the
other borrowers named therein, Chase, as administrative agent, and others.

"Total Assets":  at a particular date, the assets of the Company and its
Subsidiaries, determined on a consolidated basis in accordance with GAAP.

"Tranche":  the collective reference to Committed Rate Eurocurrency Loans in
any Currency the then current Interest Periods with respect to all of which
begin on the same date and end on the same later date (whether or not such
Loans shall originally have been made on the same day).

"Transferee":  as defined in subsection 14.6(f).

"Type":  in respect of any Loan, its character as a Committed Rate Loan,
Competitive Advance Loan or Swing Line Loan, as the case may be.

"UCC":  the Uniform Commercial Code as from time to time in effect in the
relevant jurisdiction.

"Undrawn Commitment":  as to any Bank at any time, the amount of such Bank's
Commitment minus the amount of such Bank's Committed Exposure at such time
but not less than zero.

"Uniform Customs":  the Uniform Customs and Practice for Documentary Credits
(1993 Revision), International Chamber of Commerce Publication No. 500 as the
same may be amended from time to time.

     1.2  Other Definitional Provisions

          Unless otherwise specified therein, all terms defined in this
Agreement shall have the defined meanings when used in any certificate or
other document made or delivered pursuant hereto.

          (b)  As used herein and in any certificate or other document made
or delivered pursuant hereto, accounting terms relating to the Company and
its Subsidiaries not defined in subsection 1.1 and accounting terms partly
defined in subsection 1.1, to the extent not defined, shall have the
respective meanings given to them under GAAP.

          (c)  The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section,
subsection, Schedule and Exhibit references are to this Agreement unless
otherwise specified.

          (d)  The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

          (e)  The phrases "to the knowledge of the Company" and "of which
any Subsidiary is aware" and phrases of similar import when used in this
Agreement shall mean to the actual knowledge of a Responsible Officer of the
Company or any such Subsidiary, as the case may be.

          1.3  Accounting Determinations.  Unless otherwise specified herein,
all accounting determinations for purposes of calculating or determining
compliance with the terms found in subsection 1.1 or the standards and
covenants found in subsection 11.1 and otherwise to be made under this
Agreement shall be made in accordance with GAAP applied on a basis consistent
in all material respects with that used in preparing the financial statements
referred to in subsection 8.1.  If GAAP shall change from the basis used in
preparing such financial statements, the certificates required to be
delivered pursuant to subsection 10.2 demonstrating compliance with the
covenants contained herein shall set forth calculations setting forth the
adjustments necessary to demonstrate how the Company is in compliance with
the financial covenants based upon GAAP as in effect on the Closing Date.

SECTION 2.  THE COMMITTED RATE LOANS

     2.1  Committed Rate Loans

 .         Subject to the terms and conditions hereof, each Bank severally
agrees to make loans on a revolving credit basis ("Committed Rate Loans") to
any Specified Borrower from time to time during the Commitment Period;
provided, that no Committed Rate Loan shall be made if, after giving effect
to the making of such Loan and the simultaneous application of the proceeds
thereof, (i) the aggregate amount of the Exposure of all the Banks would
exceed the aggregate amount of the Commitments, (ii) the aggregate amount of
the Foreign Currency Exposure in respect of any Currency would exceed the
Foreign Currency Exposure Sublimit for such Currency or (iii) in the case of
Committed Rate Loans denominated in an Available Foreign Currency, the
aggregate principal amount of Committed Rate Loans outstanding to any Bank in
such Currency would exceed the Foreign Currency Commitment of such Bank in
such Currency.  During the Commitment Period, the Specified Borrowers may use
the Commitments by borrowing, prepaying the Committed Rate Loans in whole or
in part, and reborrowing, all in accordance with the terms and conditions
hereof.

          (b)  The Committed Rate Loans may be made in Dollars or any
Available Foreign Currency and may from time to time be (i) Committed Rate
Eurocurrency Loans, (ii) in the case of Committed Rate Loans in Dollars only,
Committed Rate ABR Loans or (iii) a combination thereof, as determined by the
relevant Specified Borrower and set forth in the Notice of Borrowing or
Notice of Conversion with respect thereto; provided, that no Committed Rate
Eurocurrency Loan shall be made after the day that is one month prior to the
Termination Date.

     2.2  Procedure for Committed Rate Loan Borrowing.  Any Specified
Borrower may request the Banks to make Committed Rate Loans on any Business
Day during the Commitment Period by delivering a Notice of Borrowing.  Each
borrowing of Committed Rate Loans (other than pursuant to a Swing Line
refunding pursuant to subsection 4.4, pursuant to subsection 5.5(c) or
pursuant to subsection 6.3) shall be in an amount equal to (a) in the case of
ABR Loans, $1,000,000 or a whole multiple of $500,000 in excess thereof (or,
if the then aggregate undrawn amount of the Commitments is less than
$1,000,000, such lesser amount) and (b) in the case of Eurocurrency Loans,
(i) if in Dollars, $2,000,000 or increments of $500,000 thereafter, and (ii)
if in any Available Foreign Currency, an amount in such Available Foreign
Currency of which the Dollar Equivalent Amount is at least $2,000,000.  Upon
receipt of any such Notice of Borrowing from a Specified Borrower, the
Administrative Agent shall promptly notify each Bank that has a Commitment in
the relevant Currency of receipt of such Notice of Borrowing and of such
Bank's Borrowing Percentage of the Committed Rate Loans to be made pursuant
thereto.  Subject to the terms and conditions hereof, each Bank that has a
Commitment in the relevant Currency will make its Borrowing Percentage of
each such borrowing available to the Administrative Agent for the account of
such Specified Borrower at the Funding Office, and at or prior to the Funding
Time, for the Currency of such Loan in funds immediately available to the
Administrative Agent in the applicable Currency.  The amounts made available
by each Bank will then be made available to such Specified Borrower at the
Funding Office, in like funds as received by the Administrative Agent.

     2.3  Repayment of Committed Rate Loans; Evidence of Debt

 .         Each Specified Borrower hereby unconditionally promises to pay to
the Administrative Agent for the account of each Bank on the Termination Date
(or such earlier date on which the Loans become due and payable pursuant to
Section 12), the then unpaid principal amount of each Committed Rate Loan
made by such Bank to such Specified Borrower.  Each Specified Borrower hereby
further agrees to pay interest on the unpaid principal amount of the
Committed Rate Loans made to such Specified Borrower from time to time
outstanding from the date hereof until payment in full thereof at the rates
per annum, and on the dates, set forth in subsection 2.8.

          (b)  Each Bank shall maintain in accordance with its usual practice
an account or accounts evidencing indebtedness of each Specified Borrower to
such Bank resulting from each Committed Rate Loan of such Bank from time to
time, including the amounts of principal and interest payable and paid to
such Bank from time to time under this Agreement.

          (c)  The Administrative Agent shall maintain the Register pursuant
to subsection 14.6(d), and a subaccount therein for each Bank, in which shall
be recorded (i) the amount of each Committed Rate Loan made hereunder and
each Interest Period (if any) applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from each
Specified Borrower to each Bank under Committed Rate Loans and (iii) the
amount of any sum received by the Administrative Agent from each Specified
Borrower in respect of Committed Rate Loans, and the amount of each Bank's
share thereof.

          (d)  The entries made in the Register and the accounts of each Bank
maintained pursuant to subsection 2.3(b) shall, to the extent permitted by
applicable law, be prima facie evidence of the existence and amounts of the
obligations of each Specified Borrower therein recorded; provided, however,
that the failure of any Bank or the Administrative Agent to maintain the
Register or any such account, or any error therein, shall not in any manner
affect the obligation of each Specified Borrower to repay (with applicable
interest) the Committed Rate Loans made to such Specified Borrower by such
Bank in accordance with the terms of this Agreement.

     2.4  Termination or Reduction of Commitments.  The Company shall have
the right, upon not less than five Business Days' notice to the
Administrative Agent, to terminate the Commitments or, from time to time, to
reduce the amount of the Commitments.  Any such reduction shall be in an
amount equal to $5,000,000 or a whole multiple thereof and shall reduce
permanently the Commitments then in effect; provided that the Commitments may
not be optionally reduced at any time to an amount which is less than the
amount of the Exposure of all the Banks at such time; and provided further
that the Commitments may not be reduced to an amount which is less than
$50,000,000 unless they are terminated in full.

     2.5  Optional Prepayments.  By giving a Notice of Prepayment, any
Specified Borrower may, at any time and from time to time, prepay the
Committed Rate Loans made to such Specified Borrower, in whole or in part,
without premium or penalty (except as provided in subsection 7.8).  Upon
receipt of any such notice the Administrative Agent shall promptly notify
each relevant Bank thereof.  If any such notice is given, the amount
specified in such notice shall be due and payable on the date specified
therein, together with any amounts payable pursuant to subsection 7.8.
Partial prepayments shall be in an aggregate principal amount of $1,000,000
or a whole multiple of $500,000 in excess thereof or an aggregate principal
Dollar Equivalent Amount of at least $1,000,000 for Loans denominated in a
Foreign Currency.

     2.6  Conversion and Continuation Options

 .         By giving a Notice of Conversion, any Specified Borrower may elect
from time to time (i) to convert such Specified Borrower's Eurocurrency Loans
in Dollars to ABR Loans or (ii) to convert such Specified Borrower's ABR
Loans to Eurocurrency Loans in Dollars.  Upon receipt of any Notice of
Conversion the Administrative Agent shall promptly notify each relevant Bank
thereof.  All or any part of Eurocurrency Loans outstanding in Dollars or ABR
Loans may be converted as provided herein, provided that (i) no ABR Loan may
be converted into a Eurocurrency Loan when any Event of Default has occurred
and is continuing and the Administrative Agent has or the Required Banks have
determined that such a conversion is not appropriate and (ii) no ABR Loan may
be converted into a Eurocurrency Loan after the date that is one month prior
to the Termination Date.

          (b)  By giving a Notice of Continuation, any Specified Borrower may
continue any of such Specified Borrower's Eurocurrency Loans as Eurocurrency
Loans in the same Currency for additional Interest Periods.

          (c)  Any Specified Borrower may convert Committed Rate Loans
outstanding in Dollars or one Available Foreign Currency to Committed Rate
Loans in Dollars or a different Currency by repaying such Loans in the first
Currency and borrowing Loans of such different Currency in accordance with
the applicable provisions of this Agreement.

          (d)  If any Specified Borrower shall fail to timely give a Notice
of Continuation or a Notice of Conversion in respect of any of such Specified
Borrower's Eurocurrency Loans with respect to which an Interest Period is
expiring, such Specified Borrower shall be deemed to have given a Notice of
Continuation for an Interest Period of one month.

     2.7  Minimum Amounts of Tranches.  All borrowings, conversions and
continuations of Committed Rate Loans and all selections of Interest Periods
shall be in such amounts and be made pursuant to such elections so that,
after giving effect thereto, the aggregate principal amount of the Committed
Rate Loans comprising (i) each Tranche in Dollars shall be not less than
$2,000,000 and (ii) each Tranche in any Available Foreign Currency shall be
not less than the Dollar Equivalent Amount in such Currency of $2,000,000.

     2.8  Interest Rates and Payment Dates for Committed Rate Loans.

 .         Each Committed Rate Eurocurrency Loan shall bear interest for each
day during each Interest Period with respect thereto at a rate per annum
equal to the Eurocurrency Rate for such Interest Period plus the Applicable
Margin.

          (b)  Each Committed Rate ABR Loan shall bear interest at a rate per
annum equal to the ABR.

          (c)  If all or a portion of (i) the principal amount of any
Committed Rate Loan or (ii) any interest payable thereon shall not be paid
when due (whether at the stated maturity, by acceleration or otherwise), such
overdue amount shall bear interest at a rate per annum which is (x) in the
case of overdue principal, the rate that would otherwise be applicable
thereto pursuant to the foregoing provisions of this subsection plus 2% or
(y) in the case of overdue interest, the rate described in paragraph (b) of
this subsection plus 2%, in each case from the date of such non-payment until
such amount is paid in full (as well after as before judgment).

          (d)  Interest on Committed Rate Loans shall be payable in arrears
on each Interest Payment Date; provided, that interest accruing pursuant to
paragraph (c) of this subsection shall be payable from time to time on
demand.

     2.9  Inability to Determine Interest Rate.  If on or prior to the date
on which the Eurocurrency Rate is determined for any Interest Period in
respect of any Eurocurrency Loan in any Currency:

          (a)  the Administrative Agent shall have determined (which
determination shall be conclusive absent manifest error) that, by reason of
circumstances affecting the relevant market generally, adequate and
reasonable means do not exist for ascertaining the Eurocurrency Rate for such
affected Currency or such affected Interest Period, or (b)  the
Administrative Agent shall have received notice from Banks having
Commitments comprising at least 25% of the aggregate amount of the
Commitments (or, in the case of Loans denominated in an Available Foreign
Currency, Banks having at least 25% of the Foreign Currency Commitments in
such Available Foreign Currency) that the Eurocurrency Rate determined or to
be determined for such affected Interest Period will not adequately and
fairly reflect the cost to such Banks (as conclusively certified by such
Banks) of making or maintaining their affected Committed Rate Loans during
such affected Interest Period, the Administrative Agent shall give telecopy
or telephonic notice thereof to the Company and the Banks as soon as
practicable thereafter.  If such notice is given (x) any Eurocurrency Loans
requested to be made in such affected Currency on the first day of such
affected Interest Period shall be made as ABR Loans in Dollars in the Dollar
Equivalent Amount, (y) any Committed Rate Loans that were to have been
converted on the first day of such affected Interest Period from ABR Loans to
Eurocurrency Loans shall be continued as ABR Loans and (z) any Eurocurrency
Loans in such affected Currency that were to have been continued as such
shall be converted, on the first day of such Interest Period, to ABR Loans in
Dollars in the Dollar Equivalent Amount.  Until such notice has been
withdrawn by the Administrative Agent, no further Eurocurrency Loans in such
affected Currency shall be made, converted to or continued as such.

     2.10  Commitment Increases
 .          At any time after the Closing Date, provided that no Event of
Default shall have occurred and be continuing, the Borrowers may request an
increase of the aggregate Commitments by notice to the Administrative Agent
in writing of the amount (the "Offered Increase Amount") of such proposed
increase (such notice, a "Commitment Increase Notice").  Any such Commitment
Increase Notice must offer each Bank the opportunity to subscribe for its pro
rata share of the increased Commitments; provided, however, the Borrowers
may, with the consent of the Administrative Agent (which consent shall not be
unreasonably withheld or delayed), without offering to each Bank the
opportunity to subscribe for its pro rata share of the increased Commitments,
offer to any bank or other financial institution that is not an existing Bank
the opportunity to provide a new Commitment pursuant to paragraph (b) below.
If any portion of the increased Commitments offered to the Banks as
contemplated in the immediately preceding sentence is not subscribed for by
the Banks, the Borrowers may, with the consent of the Administrative Agent as
to any bank or financial institution that is not at such time a Bank (which
consent shall not be unreasonably withheld or delayed), offer to any existing
Bank or to one or more additional banks or financial institutions the
opportunity to provide all or a portion of such unsubscribed portion of the
increased Commitments pursuant to paragraph (b) below.

           (b) Any additional bank or financial institution that the
Borrowers select to offer the opportunity to provide any portion of the
increased Commitments, and that elects to become a party to this Agreement
and provide a Commitment, shall execute a New Bank Supplement with the
Borrowers and the Administrative Agent, substantially in the form of Exhibit
K (a "New Bank Supplement"), whereupon such bank or financial institution (a
"New Bank") shall become a Bank for all purposes and to the same extent as if
originally a party hereto and shall be bound by and entitled to the benefits
of this Agreement, and Schedule I shall be deemed to be amended to add the
name and Commitment of such New Bank, provided that the Commitment of any
such New Bank shall be in a principal amount not less than $10,000,000.

          (c) Any Bank that accepts an offer to it by the Borrowers to
increase its Commitment pursuant to this subsection 2.10 shall, in each case,
execute a Commitment Increase Supplement with the Borrowers and the
Administrative Agent, substantially in the form of Exhibit L (a "Commitment
Increase Supplement"), whereupon such Bank (an "Increasing Bank") shall be
bound by and entitled to the benefits of this Agreement with respect to the
full amount of its Commitment as so increased, and Schedule I shall be deemed
to be amended to so increase the Commitment of such Bank.

          (d) The effectiveness of any New Bank Supplement or Commitment
Increase Supplement shall be contingent upon receipt by the Administrative
Agent of such corporate resolutions of the Borrowers and legal opinions of
counsel to the Borrowers as the Administrative Agent shall reasonably request
with respect thereto.

          (e) (i)  Except as otherwise provided in subparagraphs (ii) and
(iii) of this paragraph (e), if any bank or financial institution becomes a
New Bank pursuant to subsection 2.10(b) or any Bank's Commitment is increased
pursuant to subsection 2.10(c), additional Committed Rate Loans made on or
after the date of the effectiveness thereof (the "Re-Allocation Date") shall
be made in accordance with the pro rata provisions of subsection 5.3 based on
the Commitment Percentages (or relevant Foreign Currency Commitment
Percentages, as the case may be) in effect on and after such Re-Allocation
Date (except to the extent that any such pro rata borrowings would result in
any Bank making an aggregate principal amount of Committed Rate Loans in
excess of its Commitment (or relevant Foreign Currency Commitment, as the
case may be), in which case such excess amount will be allocated to, and made
by, the relevant New Banks and Increasing Banks to the extent of, and in
accordance with the pro rata provisions of subsection 5.3 based on, their
respective Commitments (or relevant Foreign Currency Commitments, as the case
may be)).  On each Re-Allocation Date, the Administrative Agent shall deliver
a notice to each Bank of the adjusted Commitment Percentages after giving
effect to any increase in the aggregate Commitments made pursuant to this
subsection 2.10 on such Re-Allocation Date.

             (ii) In the event that on any such Re-Allocation Date there is
an unpaid principal amount of ABR Loans, the applicable Borrower shall make
prepayments thereof and one or more Borrowers shall make borrowings of ABR
Loans and/or Eurocurrency Loans, as the applicable Borrower shall determine,
so that, after giving effect thereto, the ABR Loans and Eurocurrency Loans
outstanding are held as nearly as may be in accordance with the pro rata
provisions of subsection 5.3 based on such new Commitment Percentages.

            (iii) In the event that on any such Re-Allocation Date there is
an unpaid principal amount of Eurocurrency Loans, such Eurocurrency Loans
shall remain outstanding with the respective holders thereof until the
expiration of their respective Interest Periods (unless the applicable
Borrower elects to prepay any thereof in accordance with the applicable
provisions of this Agreement), and on the last day of the respective Interest
Periods the applicable Borrower shall make prepayments thereof and the
applicable Borrowers shall make borrowings of ABR Loans and/or Eurocurrency
Loans so that, after giving effect thereto, the ABR Loans and Eurocurrency
Loans outstanding are held by all of the Banks as nearly as may be in
accordance with the pro rata provisions of subsection 5.3 based on such new
Commitment Percentages.

      (f) Notwithstanding anything to the contrary in this subsection 2.10,
(i) in no event shall any transaction effected pursuant to this subsection
2.10 cause the Aggregate Commitments to exceed $1,500,000,000 and (ii) no
Bank shall have any obligation to increase its Commitment unless it agrees to
do so in its sole discretion.

     2.11  Refunding of Committed Rate Loans Denominated in Available Foreign
Currencies.  Notwithstanding noncompliance with the conditions precedent set
forth in subsection 9.2, if any Committed Rate Loans denominated in any
Available Foreign Currency (any such Loans, "Specified Loans") are
outstanding on (i) any date on which an Event of Default pursuant to Section
12(g) shall have occurred with respect to the Company or (ii) any
Acceleration Date, then, at 10:00 A.M., New York City time, on the second
Business Day immediately succeeding (x) the date on which such Event of
Default occurs (in the case of clause (i) above) or (y) such Acceleration
Date (in the case of clause (ii) above), the Administrative Agent shall be
deemed to have received a notice from the Company pursuant to subsection 2.2
requesting that ABR Loans be made pursuant to subsection 2.1 on such second
Business Day in an aggregate amount equal to the Dollar Equivalent Amount of
the aggregate amount of all Specified Loans, and the procedures set forth in
subsection 2.2 shall be followed in making such ABR Loans.  The proceeds of
such ABR Loans shall be applied to repay such Specified Loans.

          (b)  If, for any reason, ABR Loans may not be made pursuant to
paragraph (a) of this subsection 2.11 to repay Specified Loans as required by
such paragraph, effective on the date such ABR Loans would otherwise have
been made, (i) the principal amount of each relevant Specified Loan shall be
converted into Dollars (calculated on the basis of the Exchange Rate as of
the immediately preceding Business Day) ("Converted Specified Loans") and
(ii) each Bank severally, unconditionally and irrevocably agrees that it
shall purchase in Dollars a participating interest in such Converted
Specified Loans in an amount equal to the amount of ABR Loans which would
otherwise have been made by such Bank pursuant to paragraph (a) of this
subsection 2.11.  Each Bank will immediately transfer to the Administrative
Agent, in immediately available funds, the amount of its participation, and
the proceeds of such participation shall be distributed by the Administrative
Agent to each Bank having such Specified Loans in such amount as will reduce
the amount of the participating interest retained by such Bank in the
Converted Specified Loans to the amount of the ABR Loans which were to have
been made by it pursuant to paragraph (a) of this subsection 2.11.  All
Converted Specified Loans shall bear interest at the rate which would
otherwise be applicable to ABR Loans.  Each Bank shall share on a pro rata
basis (calculated by reference to its participating interest in such
Converted Specified Loans) in any interest which accrues thereon and in all
repayments thereof.

          (c)  If, for any reason, ABR Loans may not be made pursuant to
paragraph (a) of this subsection 2.11 to repay Specified Loans as required by
such paragraph and the principal amount of any Specified Loans may not be
converted into Dollars in the manner contemplated by paragraph (b) of this
subsection 2.11, (i) the Administrative Agent shall determine the Dollar
Equivalent Amount of such Specified Loans (calculated on the basis of the
Exchange Rate determined as of the Business Day immediately preceding the
date on which ABR Loans would otherwise have been made pursuant to said
paragraph (a)) and (ii) effective on the date on which ABR Loans would
otherwise have been made pursuant to said paragraph (a), each Bank severally,
unconditionally and irrevocably agrees that it shall purchase in Dollars a
participating interest in such Specified Loans in an amount equal to the
amount of ABR Loans which would otherwise have been made by such Bank
pursuant to paragraph (a) of this subsection 2.11.  Each Bank will
immediately transfer to the Administrative Agent, in immediately available
funds, the amount of its participation, and the proceeds of such
participation shall be distributed by the Administrative Agent to each
relevant Bank having Specified Loans in such amount as will reduce the Dollar
Equivalent Amount as of such date of the amount of the participating interest
retained by such Bank in such Specified Loans to the amount of the ABR Loans
which were to have been made by it pursuant to paragraph (a) of this
subsection 2.11.  Each Bank shall share on a pro rata basis (calculated by
reference to its participating interest in such Specified Loans) in any
interest which accrues thereon, in all repayments of principal thereof and in
the benefits of any collateral furnished in respect thereof and the proceeds
of such collateral.

          (d)  If any amount required to be paid by any Bank to any other
Bank pursuant to this subsection 2.11 in respect of any Specified Loan is not
paid to such Bank on the date such payment is due from such Bank, such
obligor Bank shall pay to such obligee Bank on demand an amount equal to the
product of (i) such amount, times (ii) the daily average Federal funds rate,
as quoted by such obligee Bank during the period from and including the date
such payment is required to the date on which such payment is immediately
available to such obligee Bank, times (iii) a fraction the numerator of which
is the number of days that elapse during such period and the denominator of
which is 360.  A certificate of an obligee Bank submitted to any obligor Bank
through the Administrative Agent with respect to any amounts owing under this
subsection (d) shall be conclusive in the absence of manifest error.

     2.12  Certain Borrowings of Committed Rate Loans and Refunding of Loans
(a) .  (a)  If on any Borrowing Date on which a Specified  Borrower has
requested the Banks (the "Specified Foreign Currency Banks") to make
Committed Rate Loans denominated in an Available Foreign Currency (the
"Requested Specified Loans") (i) the principal amount of the Requested
Specified Loans to be made by any Specified Foreign Currency Bank exceeds the
unused amount of the Commitment of such Specified Foreign Currency Bank in
the requested Available Foreign Currency (before giving effect to the making
and payment of any Loans required to be made pursuant to this subsection 2.12
on such Borrowing Date) , (ii) the principal amount of such Requested
Specified Loan, when added to the outstanding principal amount of all other
Committed Rate Loans of such Specified Foreign Currency Banks denominated in
the Available Foreign Currency in which the Requested Specified Loans are to
be made, does not exceed the aggregate amount of such Specified Foreign
Currency Banks' Foreign Currency Commitments in such requested Available
Foreign Currency and (iii) the Dollar Equivalent of the amount of the excess
described in the foregoing clause (i) is less than or equal to the aggregate
unused amount of the Commitments of all Banks other than such Specified
Foreign Currency Banks (before giving effect to the making and payment of any
Loans pursuant to this subsection 2.12 on such Borrowing Date), each Bank
other than such Specified Foreign Currency Banks shall make a Committed Rate
Loan denominated in Dollars to the Company (or any Specified Borrower
identified by the Company) on such Borrowing Date, and the proceeds of such
Committed Rate Loans shall be simultaneously applied to repay outstanding
Committed Rate Loans denominated in Dollars of such Specified Foreign
Currency Banks in each case in amounts such that, after giving effect to (1)
such borrowings and repayments and (2) the borrowing from such Specified
Foreign Currency Banks of the Requested Specified Loans, the excess described
in the foregoing clause (i) will be eliminated.  To effect such borrowings
and repayments, (x) not later than 12:00 Noon, New York City time, on such
Borrowing Date, the proceeds of such Committed Rate Loans denominated in
Dollars shall be made available by each Bank other than such Specified
Foreign Currency Banks to the Administrative Agent at its office specified in
subsection 14.2 in Dollars and in immediately available funds and the
Administrative Agent shall apply the proceeds of such Committed Rate Loans
denominated in Dollars toward repayment of outstanding Committed Rate Loans
denominated in Dollars of such Specified Foreign Currency Banks (as directed
by the Company) and (y) concurrently with the repayment of such Loans on such
Borrowing Date, (I) such Specified Foreign Currency Banks shall, in
accordance with the applicable provisions hereof, make the Requested
Specified Loans  in an aggregate amount equal to the amount so requested by
the relevant Specified Borrower and (II) the relevant Borrower shall pay to
the Administrative Agent for the account of the Specified Foreign Currency
Banks whose Loans to such Borrower are repaid on such Borrowing Date pursuant
to this subsection 2.12 all interest accrued on the amounts repaid to the
date of repayment, together with any amounts payable pursuant to subsection
7.8 in connection with such repayment, provided that the Administrative Agent
shall have provided notice to the Company prior to the making of such
Requested Specified Loans that the making thereof would obligate the Company
to pay amounts pursuant to subsection 7.8.

          (b) If any borrowing of Committed Rate Loans is required pursuant
to this subsection 2.12, the Company shall notify the Administrative Agent in
the manner provided for Committed Rate Loans in subsection 2.3, except that
the minimum borrowing amounts and threshold multiples in excess thereof
applicable to ABR Loans set forth in subsection 2.3 shall not be applicable
to the extent that such minimum borrowing amounts exceed the amounts of
Committed Rate Loans required to be made pursuant to this subsection 2.12.

SECTION 3.  THE COMPETITIVE ADVANCE LOANS

     3.1  Competitive Advance Loans.

          Subject to the terms and conditions hereof, any Specified Borrower
may, from time to time during the Commitment Period, request the Banks to
offer bids, and any Bank may, in its sole discretion, offer such bids, to
make competitive advance loans ("Competitive Advance Loans") to such
Specified Borrower on the terms and conditions set forth in such bids.  Each
Competitive Advance Loan shall bear interest at the rates, be payable on the
dates, and shall mature on the date, agreed between such Specified Borrower
and Bank at the time such Competitive Advance Loan is made; provided, that
(i) each Competitive Advance Loan shall mature not earlier than 1 day and not
later than 180 days, after the date such Competitive Advance Loan is made and
(ii) no Competitive Advance Loan shall mature after the Termination Date.
During the Commitment Period, the Specified Borrowers may accept bids from
Banks from time to time for Competitive Advance Loans, and borrow and repay
Competitive Advance Loans, all in accordance with the terms and conditions
hereof; provided, that no Competitive Advance Loan shall be made if, after
giving effect to the making of such Loan and the simultaneous application of
the proceeds thereof, (i) the aggregate amount of the Exposure of all the
Banks would exceed the aggregate amount of the Commitments, or (ii) the
aggregate amount of the Foreign Currency Exposure in respect of any Currency
would exceed the Foreign Currency Exposure Sublimit for such Currency.
Subject to the foregoing, any Bank may, in its sole discretion, make
Competitive Advance Loans in an aggregate outstanding amount exceeding the
amount of such Bank's Commitment.

          (b)  The Competitive Advance Loans may be made in Dollars or any
Available Foreign Currency, as agreed between the Specified Borrower and Bank
in respect thereof at the time such Competitive Advance Loan is made.

     3.2  Procedure for Competitive Advance Loan Borrowing.  Any Specified
Borrower may request Competitive Advance Loans by delivering a Competitive
Advance Loan Request.  The Administrative Agent shall notify each Bank
promptly by facsimile transmission of the contents of each Competitive
Advance Loan Request received by the Administrative Agent. Each Bank may
elect, in its sole discretion, to offer irrevocably to make one or more
Competitive Advance Loans to the Specified Borrower by delivering a
Competitive Advance Loan Offer to the Administrative Agent.

           (b)  Before the acceptance time set forth in the applicable
Competitive Advance Loan Request, the Specified Borrower, in its absolute
discretion, shall:

                (i)  cancel such Competitive Advance Loan Request by giving
the Administrative Agent telephone notice to that effect, or

                (ii)  by giving telephone notice to the Administrative Agent
immediately confirmed in writing or by facsimile transmission, subject to the
provisions of subsection 3.2(c), accept one or more of the offers made by any
Bank or Banks pursuant to subsection 3.2(a) of the amount of Competitive
Advance Loans for each relevant maturity date and reject any remaining offers
made by Banks pursuant to subsection 3.2(a).

          (c)  The Specified Borrower's acceptance of Competitive Advance
Loans in response to any Competitive Advance Loan Request shall be subject to
the following limitations:

               (i)  The amount of Competitive Advance Loans accepted for each
maturity date specified by any Bank in its Competitive Advance Loan Offer
shall not exceed the maximum amount for such maturity date specified in such
Competitive Advance Loan Offer;

              (ii)  the aggregate amount of Competitive Advance Loans
accepted for all maturity dates specified by any Bank in its Competitive
Advance Loan Offer shall not exceed the aggregate maximum amount specified in
such Competitive Advance Loan Offer for all such maturity dates;

             (iii)  the Specified Borrower may not accept offers for
Competitive Advance Loans for any maturity date in an aggregate principal
amount in excess of the maximum principal amount requested in the related
Competitive Advance Loan Request; and

              (iv)  if the Specified Borrower accepts any of such offers, it
must accept offers based solely upon pricing for such relevant maturity date
and upon no other criteria whatsoever and if two or more Banks submit offers
for any maturity date at identical pricing and the Specified Borrower accepts
any of such offers but does not wish to (or by reason of the limitations set
forth in subsection 3.2(c)(iii) cannot) borrow the total amount offered by
such Banks with such identical pricing, the Administrative Agent shall
allocate offers from all of such Banks in amounts among them pro rata
according to the amounts offered by such Banks (or as nearly pro rata as
shall be practicable).

          (d)  If the Specified Borrower notifies the Administrative Agent
that a Competitive Advance Loan Request is cancelled, the Administrative
Agent shall give prompt telephone notice thereof to the Banks.

          (e)  If the Specified Borrower accepts one or more of the offers
made by any Bank or Banks, the Administrative Agent promptly shall notify
each Bank which has made such a Competitive Advance Loan Offer of (i) the
aggregate amount of such Competitive Advance Loans to be made for each
maturity date and (ii) the acceptance or rejection of any offers to make such
Competitive Advance Loans made by such Bank.  Before the Funding Time for the
applicable Currency, each Bank whose Competitive Advance Loan Offer has been
accepted shall make available to the Administrative Agent for the account of
the Specified Borrower at the Funding Office for the applicable Currency the
amount of Competitive Advance Loans in the applicable Currency to be made by
such Bank, in immediately available funds.

     3.3  Repayment of Competitive Advance Loans; Evidence of Debt.  Each
Specified Borrower that borrows any Competitive Advance Loan hereby
unconditionally promises to pay to the Bank that made such Competitive
Advance Loan on the maturity date, as agreed by such Specified Borrower and
Bank (or such earlier date on which all the Loans become due and payable
pursuant to Section 12), the then unpaid principal amount of such Competitive
Advance Loan.  Each Specified Borrower hereby further agrees to pay interest
on the unpaid principal amount of the Competitive Advance Loans made by any
Bank to such Specified Borrower from time to time outstanding from the date
thereof until payment in full thereof at the rate per annum, and on the
dates, agreed by such Specified Borrower and Bank at the time such
Competitive Advance Loan is made.  All payments in respect of Competitive
Advance Loans shall be made by such Specified Borrower to the Administrative
Agent for the account of the Bank that makes such Competitive Advance Loan to
the Payment Office and by the Payment Time for the applicable Currency.

          (b)  Each Bank shall maintain in accordance with its usual practice
an account or accounts evidencing indebtedness of each Specified Borrower to
such Bank resulting from each Competitive Advance Loan of such Bank from time
to time, including the amounts of principal and interest payable and paid to
such Bank from time to time in respect of Competitive Advance Loans.  The
entries made in the accounts of each Bank maintained pursuant to this
subsection 3.3(b) shall, to the extent permitted by applicable law, be prima
facie evidence of the existence and amounts of the obligations of each
Specified Borrower therein recorded, absent manifest error; provided,
however, that the failure of any Bank to maintain any such account, or any
error therein, shall not in any manner affect the obligation of each
Specified Borrower to repay (with applicable interest) the Competitive
Advance Loans made to such Specified Borrower by such Bank in accordance with
the terms of this Agreement.

     3.4  Prepayments.  Unless otherwise agreed by the Bank making a
Competitive Advance Loan, upon giving a Notice of Prepayment at the address
and time specified in Schedule IV may be optionally prepaid prior to the
scheduled maturity date thereof.

SECTION 4.  THE SWING LINE LOANS

     4.1  Swing Line Loans.  Subject to the terms and conditions hereof, each
Specified Borrower may borrow from such Specified Borrower's Swing Line Bank
swing line loans ("Swing Line Loans") from time to time during the Commitment
Period in a Swing Line Currency of such Specified Borrower; provided, that no
Swing Line Loan shall be made if, after giving effect to the making of such
Loan and the simultaneous application of the proceeds thereof, (i) the
aggregate amount of the Exposure of all the Banks would exceed the aggregate
amount of the Commitments, (ii) the aggregate amount of the Foreign Currency
Exposure in respect of any Currency would exceed the Foreign Currency
Exposure Sublimit for such Currency, or (iii) the aggregate Dollar Equivalent
Amount of all outstanding Swing Line Loans of such Specified Borrower would
exceed the Swing Line Limit for such Specified Borrower or the Dollar
Equivalent Amount of all outstanding Swing Line Loans would exceed
$150,000,000.  During the Commitment Period, the Specified Borrowers may
borrow and prepay the Swing Line Loans, in whole or in part, all in
accordance with the terms and conditions hereof.

     4.2  Procedure for Swing Line Borrowing.  Any Specified Borrower may
borrow Swing Line Loans during the Commitment Period on any Business Day by
giving a Notice of Swing Line Borrowing in respect of such Swing Line Loan.
Subject to the terms and conditions hereof, on the Borrowing Date of each
Swing Line Loan, the relevant Swing Line Bank shall make the proceeds thereof
available to the relevant Specified Borrower in immediately available funds
in the applicable Currency in the manner from time to time agreed by such
Specified Borrower and such Swing Line Bank.

          (b)  Upon request of the Administrative Agent and on the last
Business Day of each month on which a Swing Line Bank has any outstanding
Swing Line Loans, such Bank shall deliver to the Administrative Agent a
Notice of Swing Line Outstandings.  The Administrative Agent will, at the
request of any Swing Line Bank, advise such Swing Line Bank of the Exchange
Rate used by the Administrative Agent in calculating the Dollar Equivalent
Amount of Swing Line Loans of such Swing Line Bank on any date.

     4.3  Repayment of Swing Line Loans; Evidence of Debt.  Each Specified
Borrower hereby unconditionally promises to pay to its Swing Line Bank on the
Termination Date (or such earlier date on which such Swing Line Loans become
due and payable pursuant to subsection 4.4 or on which all the Loans become
due and payable pursuant to Section 12), the then unpaid principal amount of
all Swing Line Loans made to such Specified Borrower.  Each Specified
Borrower hereby further agrees to pay interest on the unpaid principal amount
of all Swing Line Loans made to such Specified Borrower from time to time
outstanding from the date thereof until payment in full thereof at the Swing
Line Rate for the Currency of such Swing Line Loan, payable on the last
Business Day of each calendar month on which such Swing Line Loans are
outstanding.  All payments in respect of Swing Line Loans shall be made by
such Specified Borrower to its Swing Line Bank at the address set forth in
Schedule III for such Swing Line Bank and Swing Line Loans in such Currency.

          (b)  Each Swing Line Bank shall maintain in accordance with its
usual practice an account or accounts evidencing indebtedness of each
Specified Borrower to such Swing Line Bank resulting from each Swing Line
Loan of such Bank from time to time, including the amounts of principal and
interest payable and paid to such Swing Line Bank from time to time under
this Agreement.  The entries made in the accounts of each Swing Line Bank
maintained pursuant to this subsection 4.3(b) shall, to the extent permitted
by applicable law, be prima facie evidence of the existence and amounts of
the obligations of each Specified Borrower therein recorded; provided,
however, that the failure of any Swing Line Bank to maintain any such
account, or any error therein, shall not in any manner affect the obligation
of each Specified Borrower to repay (with applicable interest) the Swing Line
Loans made to such Specified Borrower by such Swing Line Bank in accordance
with the terms of this Agreement.

     4.4  Allocating Swing Line Loans; Swing Line Loan Participations.  If
any Event of Default shall occur and be continuing, any Swing Line Bank may,
in its sole and absolute discretion, direct that the Swing Line Loans owing
to it be refunded, by delivering a Notice of Swing Line Refunding.  Upon
receipt of a Notice of Swing Line Refunding the Administrative Agent shall
promptly give notice of the contents thereof to the Banks and, unless an
Event of Default described in Section 12(g) in respect of the Company or the
relevant Specified Borrower has occurred, to the Company and the relevant
Specified Borrower.  Each such Notice of Swing Line Refunding shall be deemed
to constitute delivery by such Specified Borrower of a Notice of Borrowing of
Committed Rate Eurocurrency Loans in the amount and Currency of the Swing
Line Loans to which it relates, for an Interest Period of one month's
duration.  Subject to the terms and conditions hereof, each Bank (including
each Swing Line Bank in its capacity as a Bank having a Commitment) hereby
agrees to make a Committed Rate Loan to such Specified Borrower pursuant to
Section 2 in an amount equal to such Bank's Borrowing Percentage of the
aggregate amount of the Swing Line Loans to which such Notice of Swing Line
Refunding relates.  Unless any of the events described in Section 12(g) in
respect of the Company or such Specified Borrower shall have occurred (in
which case the procedures of subsection 4.4(b) shall apply), each Bank shall
make the amount of such Committed Rate Loan available to the Administrative
Agent at the Funding Office, and at or prior to the Funding Time, for the
Currency of such Loan in funds immediately available to the Administrative
Agent.  The proceeds of such Committed Rate Loans shall be immediately made
available to such Swing Line Bank by the Administrative Agent and applied by
such Swing Line Bank to repay the Swing Line Loans to which such Notice of
Swing Line Refunding related.

          (b)  If prior to the time a Committed Rate Loan would have
otherwise been made pursuant to subsection 4.4(a), one of the events
described in Section 12(g) shall have occurred in respect of the Company or
the relevant Specified Borrower, each Bank (other than the relevant Swing
Line Bank) shall, on the date such Committed Rate Loan would have been made
pursuant to the Notice of Swing Line Refunding referred to in subsection
4.4(a) (the "Refunding Date"), purchase an undivided participating interest
in the outstanding Swing Line Loans to which such Notice of Swing Line
Refunding related, in an amount equal to (i) such Bank's Commitment
Percentage times (ii) the aggregate principal amount of such Swing Line Loans
then outstanding which were to have been repaid with Committed Rate Loans
(the "Swing Line Participation Amount").  On the Refunding Date, (x) each
Bank shall transfer to such Swing Line Bank, in immediately available funds,
such Bank's Swing Line Participation Amount, and upon receipt thereof such
Swing Line Bank shall, if requested by any Bank, deliver to such Bank a
participation certificate dated the date of such Swing Line Bank's receipt of
such funds and evidencing such Bank's ownership of its Swing Line
Participation Amount and (y) the interest rate on the applicable Swing Line
Loan will automatically be converted to the applicable Eurocurrency Rate with
an Interest Period of one month plus the Applicable Margin. If any amount
required to be paid by any Bank to any Swing Line Bank pursuant to this
subsection 4.4 in respect of any Swing Line Participation Amount is not paid
to such Swing Line Bank on the date such payment is due from such Bank, such
Bank shall pay to such Swing Line Bank on demand an amount equal to the
product of (i) such amount, times (ii) (A) in the case of any such payment
obligation denominated in Dollars, the daily average Federal funds rate, as
quoted by such Swing Line Bank, or (B) in the case of any such payment
obligation denominated in an Available Foreign Currency, the rate customary
in such Currency for settlement of similar inter-bank obligations, as quoted
by such Swing Line Bank, in each case during the period from and including
the date such payment is required to the date on which such payment is
immediately available to the Swing Line Bank, times (iii) a fraction the
numerator of which is the number of days that elapse during such period and
the denominator of which is 360.  A certificate of a Swing Line Bank
submitted to any Bank with respect to any amounts owing under this subsection
shall be conclusive in the absence of manifest error.

          (c)  Whenever, at any time after any Swing Line Bank has received
from any Bank such Bank's Swing Line Participation Amount, such Swing Line
Bank receives any payment on account of the related Swing Line Loans, such
Swing Line Bank will distribute to such Bank its Commitment Percentage of
such payment on account of its Swing Line Participation Amount (appropriately
adjusted, in the case of interest payments, to reflect the period of time
during which such Bank's participating interest was outstanding and funded);
provided, however, that in the event that such payment received by such Swing
Line Bank is required to be returned, such Bank will return to such Swing
Line Bank any portion thereof previously distributed to it by such Swing Line
Bank.

          (d)  Each Bank's obligation to make Committed Rate Loans pursuant
to subsection 4.4(a) and to purchase participating interests pursuant to
subsection 4.4(b) shall be absolute and unconditional and shall not be
affected by any circumstance, including, without limitation, (i) any set-off,
counterclaim, recoupment, defense or other right which such Bank may have
against any other Bank or any Specified Borrower, or any Specified Borrower
may have against any Bank or any other Person, as the case may be, for any
reason whatsoever; (ii) the occurrence or continuance of a Default or an
Event of Default; (iii) any adverse change in the condition (financial or
otherwise) of the Company or any of its Subsidiaries; (iv) any breach of this
Agreement by any party hereto; or (v) any other circumstance, happening or
event whatsoever, whether or not similar to any of the foregoing.

SECTION 5.  THE LETTERS OF CREDIT

     5.1  L/C Commitment.  Subject to the terms and conditions hereof, each
Issuing Bank agrees to issue letters of credit for the account of any
Specified Borrower on any Business Day during the Commitment Period in such
form as shall be reasonably acceptable to such Issuing Bank; provided, that
no Letter of Credit shall be issued if, after giving effect thereto (i) the
aggregate amount of the Exposure of all the Banks would exceed the aggregate
amount of the Commitments, (ii) the aggregate amount of the Foreign Currency
Exposure in respect of any Currency would exceed the Foreign Currency
Exposure Sublimit for such Currency or (iii) the aggregate amount of the L/C
Obligations would exceed $100,000,000.

          (b)  Each Letter of Credit shall:

               (i)  be denominated in Dollars or an Available Foreign
Currency and shall be either (A) a standby letter of credit issued to support
obligations of a Specified Borrower, contingent or otherwise, to provide
credit support for workers' compensation, other insurance programs and other
lawful corporate purposes (a "Standby Letter of Credit") or (B) a commercial
letter of credit issued in respect of the purchase of goods and services in
the ordinary course of business of the Company and its Subsidiaries (a
"Commercial Letter of Credit"; together with the Standby Letters of Credit,
the "Letters of Credit") and, (ii)  expire no later than the earlier of 365
days after its date of issuance and 5 Business Days prior to the Termination
Date although any such Letter of Credit may be automatically extended for
periods of one year from the current or any future expiration date of the
Letter of Credit (unless the Issuing Bank elects not to extend such Letter of
Credit) and the extended maturity date is not beyond the Termination Date.

          (c)  Each Letter of Credit shall be subject to the Uniform Customs
and, to the extent not inconsistent therewith, the laws of the State of New
York or, if acceptable to the Required Banks and the relevant account party,
the jurisdiction of the Issuing Office at which such Letter of Credit is
issued.

          (d)  No Issuing Bank shall at any time be obligated to issue any
Letter of Credit hereunder if such issuance would conflict with, or cause
such Issuing Bank or any Bank to exceed any limits imposed by, any change
after the date hereof in any applicable Requirement of Law.

     5.2  Procedure for Issuance of Letters of Credit under this Agreement.
Any Specified Borrower may from time to time request that an Issuing Bank
issue a Letter of Credit by delivering to such Issuing Bank at its Issuing
Office an Application therefor (with a copy to the Administrative Agent),
completed to the satisfaction of the Issuing Bank, and such other
certificates, documents and other papers and information as such Issuing Bank
may reasonably request.  Upon receipt by an Issuing Bank of any Application,
and subject to the terms and conditions hereof, such Issuing Bank will
process such Application and the certificates, documents and other papers and
information delivered to it in connection therewith in accordance with its
customary procedures and shall promptly issue the Letter of Credit requested
thereby (but in no event shall any Issuing Bank be required to issue any
Letter of Credit earlier than five Business Days after its receipt of the
Application therefor and all such other certificates, documents and other
papers and information relating thereto) by issuing the original of such
Letter of Credit to the beneficiary thereof or as otherwise may be agreed by
such Issuing Bank and such Specified Borrower.  Such Issuing Bank shall
advise the Administrative Agent of the terms of such Letter of Credit on the
date of issuance thereof and shall promptly thereafter furnish copies thereof
and each amendment thereto to the Company and through the Administrative
Agent each Bank.

     5.3  Fees, Commissions and Other Charges.  Each Specified Borrower for
whose account a Letter of Credit is issued hereunder shall pay to the
Administrative Agent, for the account of the Banks (including the Issuing
Bank) pro rata according to their Commitment Percentages, a letter of credit
commission with respect to each Letter of Credit, computed at a rate equal to
the then Applicable Margin for Eurocurrency Loans on the daily average
undrawn face amount of such Letter of Credit. Such commissions shall be
payable in arrears on the last Business Day of each March, June, September
and December to occur after the date of issuance of each Letter of Credit and
on the expiration date of such Letter of Credit and shall be nonrefundable.
Each Specified Borrower for whose account a Letter of Credit is issued
hereunder shall also pay to the Issuing Bank in respect of each Letter of
Credit such commission as shall be agreed from time to time by the Company
and such Issuing Bank.

          (b)  In addition to the foregoing fees and commissions, each
Specified Borrower for whose account a Letter of Credit is issued hereunder
shall (i) pay or reimburse the Issuing Bank for such normal and customary
costs and expenses as are incurred or charged by such Issuing Bank in
issuing, effecting payment under, amending or otherwise administering such
Letter of Credit and (ii) pay the Issuing Bank such other fees as shall be
agreed by the Issuing Bank and such Specified Borrower.

          (c)  The Administrative Agent shall, promptly following its receipt
thereof, distribute to the Issuing Bank and the Banks all fees and
commissions received by the Administrative Agent for their respective
accounts pursuant to this subsection.

     5.4  L/C Participations.  Each Issuing Bank irrevocably agrees to grant
and hereby grants to each L/C Participant, and, to induce the Issuing Bank to
issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to
accept and purchase and hereby accepts and purchases from such Issuing Bank,
on the terms and conditions hereinafter stated, for such L/C Participant's
own account and risk, an undivided interest equal to such L/C Participant's
Commitment Percentage in such Issuing Bank's obligations and rights under
each Letter of Credit issued by such Issuing Bank hereunder and the amount of
each draft paid by such Issuing Bank thereunder.  Each L/C Participant
unconditionally and irrevocably agrees with each Issuing Bank that, if a
draft is paid under any Letter of Credit issued by such Issuing Bank for
which the Specified Borrower which is the account party under such Letter of
Credit has not reimbursed such Issuing Bank to the full extent required by
the terms of this Agreement, such L/C Participant shall pay to such Issuing
Bank upon demand at such Issuing Bank's Issuing Office an amount equal to
such L/C Participant's Commitment Percentage of the amount of such draft, or
any part thereof, which is not so reimbursed.

          (b)  If any amount required to be paid by any L/C Participant to
any Issuing Bank pursuant to subsection 5.4(a) in respect of any unreimbursed
portion of any payment made by such Issuing Bank under any Letter of Credit
is not paid to such Issuing Bank on the date such payment is due from such
L/C Participant, such L/C Participant shall pay to such Issuing Bank on
demand an amount equal to the product of (i) such amount, times (ii) (A) in
the case of any such payment obligation denominated in Dollars, the daily
average Federal funds rate, as quoted by such Issuing Bank, or (B) in the
case of any such payment obligation denominated in an Available Foreign
Currency, the rate customary in such Currency for settlement of similar
inter-bank obligations, as quoted by such Issuing Bank, in each case during
the period from and including the date such payment is required to the date
on which such payment is immediately available to the Issuing Bank, times
(iii) a fraction the numerator of which is the number of days that elapse
during such period and the denominator of which is 360.  A certificate of an
Issuing Bank submitted to any L/C Participant with respect to any amounts
owing under this subsection shall be conclusive in the absence of manifest
error.

          (c)  Whenever, at any time after an Issuing Bank has made payment
under any Letter of Credit and has received from any L/C Participant its pro
rata share of such payment in accordance with subsection 5.4(a) the Issuing
Bank receives any payment related to such Letter of Credit (whether directly
from the account party or otherwise, including by way of set-off or proceeds
of collateral applied thereto by such Issuing Bank), or any payment of
interest on account thereof, such Issuing Bank will distribute to such L/C
Participant its pro rata share thereof; provided, however, that in the event
that any such payment received by such Issuing Bank shall be required to be
returned by the Issuing Bank, such L/C Participant shall return to such
Issuing Bank the portion thereof previously distributed by such Issuing Bank
to it.

     5.5  Reimbursement Obligation of the Specified Borrowers.  Each
Specified Borrower for whose account a Letter of Credit is issued hereunder
agrees to reimburse the Issuing Bank in respect of such Letter of Credit on
each date on which such Issuing Bank notifies such Specified Borrower (with a
copy to the Administrative Agent at its address in the Administrative
Schedule for Notices of Borrowing for the applicable Currency) of the date
and amount of a draft presented under such Letter of Credit and paid by such
Issuing Bank for the amount of (i) such draft so paid and (ii) any taxes,
fees, charges or other costs or expenses incurred by such Issuing Bank in
connection with such payment; provided if any Issuing Bank shall notify the
Specified Borrower of a drawing after 2:00 p.m. local time of such Issuing
Bank's Issuing Office on the date of any drawing under a Letter of Credit,
the Specified Borrower will not be required to reimburse such Issuing Bank
until the next succeeding Business Day.  Each such payment shall be made to
such Issuing Bank at its Issuing Office in the Currency in which payment of
such draft was made and in immediately available funds.

          (b)  Interest shall be payable on any and all amounts remaining
unpaid by any Specified Borrower under this subsection from the date such
amounts become payable (whether at stated maturity, by acceleration or
otherwise) until payment in full at the rate which is (i) in the case of such
amounts payable in Dollars, 2% above the ABR from time to time and (ii) in
the case of such amounts payable in any other currency, 2% above the rate
reasonably determined by the Issuing Bank as the cost of funding such overdue
amount from time to time on an overnight basis.

          (c)  Each notice of a drawing under any Letter of Credit
denominated in Dollars shall constitute a request by the Specified Borrower
for a borrowing pursuant to subsection 2.2 of ABR Loans in the amount of such
drawing plus any amounts payable pursuant to subsection 5.5(a)(ii) in respect
of such drawing.  The Borrowing Date with respect to such borrowing shall be
the date of such drawing.

     5.6  Obligations Absolute.  The obligations of the Specified Borrowers
under this Section 5 shall be absolute and unconditional under any and all
circumstances and irrespective of any set-off, counterclaim or defense to
payment which any Specified Borrower may have or have had against the Issuing
Bank or any beneficiary of a Letter of Credit.

          (b)  Each Specified Borrower for whose account a Letter of Credit
is issued hereunder also agrees with the Issuing Bank in respect of such
Letter of Credit that such Issuing Bank shall not be responsible for, and
such Specified Borrower's Reimbursement Obligations under subsection 5.5(a)
shall not be affected by, among other things, (i) the validity or genuineness
of documents or of any endorsements thereon, even though such documents shall
in fact prove to be invalid, fraudulent or forged, provided, that reliance
upon such documents by such Issuing Bank shall not have constituted gross
negligence or wilful misconduct of such Issuing Bank or (ii) any dispute
between or among such Specified Borrower and any beneficiary of any Letter of
Credit or any other party to which such Letter of Credit may be transferred
or (iii) any claims whatsoever of any Specified Borrower against any
beneficiary of such Letter of Credit or any such transferee.

          (c)  No Issuing Bank shall be liable for any error, omission,
interruption or delay in transmission, dispatch or delivery of any message or
advice, however transmitted, in connection with any Letter of Credit, except
for errors or omissions caused by such Issuing Bank's gross negligence or
willful misconduct.

           (d)  Each Specified Borrower for whose account a Letter of Credit
is issued hereunder agrees that any action taken or omitted by any Issuing
Bank under or in connection with any Letter of Credit or the related drafts
or documents, if done in the absence of gross negligence or willful
misconduct and in accordance with the standards of care specified in the
Uniform Customs, shall be binding on such Specified Borrower and shall not
result in any liability of such Issuing Bank to such Specified Borrower.

     5.7  Letter of Credit Payments.  If any draft shall be presented for
payment to an Issuing Bank under any Letter of Credit, such Issuing Bank
shall promptly notify the account party of the date and amount thereof. The
responsibility of the Issuing Bank to the account party in connection with
any draft presented for payment under any Letter of Credit shall, in addition
to any payment obligation expressly provided for in such Letter of Credit, be
limited to determining that the documents (including each draft) delivered
under such Letter of Credit in connection with such presentment are in
conformity with such Letter of Credit.

     5.8  Application.  To the extent that any provision of any Application
related to any Letter of Credit is inconsistent with the provisions of this
Section 5, the provisions of this Section 5 shall apply.

SECTION 6.  LOCAL CURRENCY FACILITIES

     6.1  Terms of Local Currency Facilities.  Subject to the provisions of
this Section 6, the Company may in its discretion from time to time designate
any Subsidiary of the Company organized under the laws of any jurisdiction
outside the United States as a "Local Currency Borrower" and any Qualified
Credit Facility to which such Local Currency Borrower and any one or more
Banks (or its affiliates, agencies or branches) is a party as a "Local
Currency Facility", with the consent of each such Bank in its sole
discretion, by delivering a Local Currency Facility Addendum to the
Administrative Agent and the Banks (through the Administrative Agent)
executed by the Company, each such Local Currency Borrower and each such
Bank, provided, that on the effective date of such designation no Event of
Default shall have occurred and be continuing.  Concurrently with the
delivery of a Local Currency Facility Addendum, the Company or the relevant
Local Currency Borrower shall furnish to the Administrative Agent copies of
all documentation executed and delivered by any Local Currency Borrower in
connection therewith, together with, if applicable, an English translation
thereof.  Except as otherwise provided in this Section 6 or in the definition
of "Qualified Credit Facility" in subsection 1.1, the terms and conditions of
each Local Currency Facility shall be determined by mutual agreement of the
relevant Local Currency Borrower(s) and Local Currency Bank(s).  The
documentation governing each Local Currency Facility shall (i) contain an
express acknowledgement that such Local Currency Facility shall be subject to
the provisions of this Section 6 and (ii) designate a Local Currency Facility
Agent for such Local Currency Facility.  Each of the Company and, by agreeing
to any Local Currency Facility designation as contemplated hereby, each
relevant Local Currency Bank (if any) party thereto which is an affiliate,
branch or agency of a Bank, acknowledges and agrees that each reference in
this Agreement to any Bank shall, to the extent applicable, be deemed to be a
reference to such Local Currency Bank.  In the event of any inconsistency
between the terms of this Agreement and the terms of any Local Currency
Facility, the terms of this Agreement shall prevail.

          (b)  The documentation governing each Local Currency Facility shall
set forth (i) the maximum amount (expressed in Dollars) available to be
borrowed from all Local Currency Banks under such Local Currency Facility (as
the same may be reduced from time to time, a "Local Currency Facility Maximum
Borrowing Amount") and (ii) with respect to each Local Currency Bank party to
such Local Currency Facility, the maximum Dollar Equivalent Amount available
to be borrowed from such Local Currency Bank thereunder (as the same may be
reduced from time to time, a "Local Currency Bank Maximum Borrowing Amount").

          (c)  Except as otherwise required by applicable law, in no event
shall the Local Currency Banks party to a Local Currency Facility have the
right to accelerate the Local Currency Loans outstanding thereunder, or to
terminate their commitments (if any) to make such Local Currency Loans prior
to the earlier of the stated termination date in respect thereof or the
Termination Date, except, in each case, in connection with an acceleration of
the Loans or a termination of the Commitments pursuant to Section 12 of this
Agreement, provided, that nothing in this paragraph (c) shall be deemed to
require any Local Currency Bank to make a Local Currency Loan if the
applicable conditions precedent to the making of such Local Currency Loan set
forth in the relevant Local Currency Facility have not been satisfied.  No
Local Currency Loan may be made under a Local Currency Facility if (i) after
giving effect thereto, the conditions precedent in subsection 9.2 would not
be satisfied or (ii) after giving effect to the making of such Local Currency
Loan and the simultaneous application of the proceeds thereof, (A) the
aggregate amount of the Exposure of all the Banks would exceed the aggregate
amount of the Commitments, or (B) the amount of such Local Currency Bank's
Committed Exposure would exceed the amount of such Local Currency Bank's
Commitment.

          (d)  The relevant Local Currency Borrower shall furnish to the
Administrative Agent copies of any amendment, supplement or other
modification (including any change in commitment amounts or in the Local
Currency Banks participating in any Local Currency Facility) to the terms of
any Local Currency Facility promptly after the effectiveness thereof
(together with, if applicable, an English translation thereof).  If any such
amendment, supplement or other modification to a Local Currency Facility
shall (i) add a Local Currency Bank as a Local Currency Bank thereunder or
(ii) change the Local Currency Facility Maximum Borrowing Amount or any Local
Currency Bank Maximum Borrowing Amount with respect thereto, the Company
shall promptly furnish an appropriately revised Local Currency Facility
Addendum, executed by the Company, the relevant Local Currency Borrower and
the affected Local Currency Banks (or any agent acting on their behalf), to
the Administrative Agent and the Banks (through the Administrative Agent).

          (e)  The Company may terminate its designation of a facility as a
Local Currency Facility, with the consent of each Local Currency Bank party
thereto in its sole discretion, by written notice to the Administrative
Agent, which notice shall be executed by the Company, the relevant Local
Currency Borrower and each Local Currency Bank party to such Local Currency
Facility (or any agent acting on their behalf).  Once notice of such
termination is received by the Administrative Agent, such Local Currency
Facility and the loans and other obligations outstanding thereunder shall
immediately cease to be subject to the terms of this Agreement and shall
cease to benefit from the Company Guarantee.

     6.2  Reporting of Local Currency Outstandings.  On the date of the
making of any Local Currency Loan having a maturity of 30 or more days to a
Local Currency Borrower and on the last Business Day of each month on which a
Local Currency Borrower has any outstanding Local Currency Loans, the Local
Currency Facility Agent for such Local Currency Borrower, shall deliver to
the Administrative Agent a Notice of Local Currency Outstandings.  The
Administrative Agent will, at the request of any Local Currency Facility
Agent, advise such Local Currency Facility Agent of the Exchange Rate used by
the Administrative Agent in calculating the Dollar Equivalent Amount of Local
Currency Loans under the related Local Currency Facility on any date.

     6.3  Refunding of Local Currency Loans.  Notwithstanding noncompliance
with the conditions precedent set forth in subsection 9.2, if any Local
Currency Loans are outstanding on (i) any date on which an Event of Default
pursuant to Section 12(g) shall have occurred with respect to the Company,
(ii) any Acceleration Date or (iii) any date on which an Event of Default
pursuant to Section 12(a)(ii) shall have occurred and be continuing for three
or more Business Days and, in the case of clause (iii) above, any Local
Currency Bank party to the affected Local Currency Facility shall have given
notice thereof to the Administrative Agent requesting that the  Local
Currency Loans ("Affected Local Currency Loans") outstanding thereunder be
refunded pursuant to this subsection 6.3, then, at 10:00 A.M., New York City
time, on the second Business Day immediately succeeding (x) the date on which
such Event of Default occurs (in the case of clause (i) above), (y) such
Acceleration Date (in the case of clause (ii) above) or (z) the date on which
such notice is received by the Administrative Agent (in the case of clause
(iii) above), the Administrative Agent shall be deemed to have received a
notice from the Company pursuant to subsection 2.2 requesting that ABR Loans
be made pursuant to subsection 2.1 on such second Business Day in an
aggregate amount equal to the Dollar Equivalent Amount of the aggregate
amount of all Local Currency Loans (in the case of clause (i) or (ii) above)
or the Affected Local Currency Loans (in the case of clause (iii) above), and
the procedures set forth in subsection 2.2 shall be followed in making such
ABR Loans.  The proceeds of such ABR Loans shall be applied to repay such
Local Currency Loans.

          (b)  If, for any reason, ABR Loans may not be made pursuant to
paragraph (a) of this subsection 6.3 to repay Local Currency Loans as
required by such paragraph, effective on the date such ABR Loans would
otherwise have been made, (i) the principal amount of each relevant Local
Currency Loan shall be converted into Dollars (calculated on the basis of the
Exchange Rate as of the immediately preceding Business Day) ("Converted Local
Currency Loans") and (ii) each Bank severally, unconditionally and
irrevocably agrees that it shall purchase in Dollars a participating interest
in such Converted Local Currency Loans in an amount equal to the amount of
ABR Loans which would otherwise have been made by such Bank pursuant to
paragraph (a) of this subsection 6.3.  Each Bank will immediately transfer to
the Administrative Agent, in immediately available funds, the amount of its
participation, and the proceeds of such participation shall be distributed by
the Administrative Agent to each relevant Local Currency Bank in such amount
as will reduce the amount of the participating interest retained by such
Local Currency Bank in the Converted Local Currency Loans to the amount of
the ABR Loans which were to have been made by it pursuant to paragraph (a) of
this subsection

     6.3.  All Converted Local Currency Loans shall bear interest at the rate
which would otherwise be applicable to ABR Loans.  Each Bank shall share on a
pro rata basis (calculated by reference to its participating interest in such
Converted Local Currency Loans) in any interest which accrues thereon and in
all repayments thereof.

          (c)  If, for any reason, ABR Loans may not be made pursuant to
paragraph (a) of this subsection 6.3 to repay Local Currency Loans as
required by such paragraph and the principal amount of any Local Currency
Loans may not be converted into Dollars in the manner contemplated by
paragraph (b) of this subsection 6.3, (i) the Administrative Agent shall
determine the Dollar Equivalent Amount of such Local Currency Loans
(calculated on the basis of the Exchange Rate determined as of the Business
Day immediately preceding the date on which ABR Loans would otherwise have
been made pursuant to said paragraph (a)) and (ii) effective on the date on
which ABR Loans would otherwise have been made pursuant to said paragraph
(a), each Bank severally, unconditionally and irrevocably agrees that it
shall purchase in Dollars a participating interest in such Local Currency
Loans in an amount equal to the amount of ABR Loans which would otherwise
have been made by such Bank pursuant to paragraph (a) of this subsection 6.3.
Each Bank will immediately transfer to the Administrative Agent, in
immediately available funds, the amount of its participation, and the
proceeds of such participation shall be distributed by the Administrative
Agent to each relevant Local Currency Bank in such amount as will reduce the
Dollar Equivalent as of such date of the amount of the participating interest
retained by such Local Currency Bank in such Local Currency Loans to the
amount of the ABR Loans which were to have been made by it pursuant to
paragraph (a) of this subsection 6.3.  Each Bank shall share on a pro rata
basis (calculated by reference to its participating interest in such Local
Currency Loans) in any interest which accrues thereon, in all repayments of
principal thereof and in the benefits of any collateral furnished in respect
thereof and the proceeds of such collateral.

          (d)  If any amount required to be paid by any Bank to any Local
Currency Bank pursuant to this subsection 6.3 in respect of any Local
Currency Loan is not paid to such Local Currency Bank on the date such
payment is due from such Bank, such Bank shall pay to such Local Currency
Bank on demand an amount equal to the product of (i) such amount, times (ii)
the daily average Federal funds rate, as quoted by such Local Currency Bank
during the period from and including the date such payment is required to the
date on which such payment is immediately available to the Local Currency
Bank, times (iii) a fraction the numerator of which is the number of days
that elapse during such period and the denominator of which is 360.  A
certificate of a Local Currency Bank submitted to any Bank through the
Administrative Agent with respect to any amounts owing under this subsection
(d) shall be conclusive in the absence of manifest error.

SECTION 7.  CERTAIN PROVISIONS APPLICABLE TO THE LOANS AND

LETTERS OF CREDIT

     7.1  Facility Fee; Utilization Fee; Other Fees; Other Payments.  The
Company shall pay to the Administrative Agent for the account of each Bank a
facility fee for the period from and including the Closing Date to, but
excluding, the Termination Date, computed at the Facility Fee Rate in effect
from time to time on the average daily amount of the Commitment (used and
unused) of such Bank during the period for which payment is made, payable
quarterly in arrears on the last day of each March, June, September and
December and on the Termination Date or such earlier date on which the
Commitments shall terminate as provided herein, commencing on the first of
such dates to occur after the date hereof.

          (b)  The Company shall pay to the Administrative Agent for the
account of each Bank a utilization fee of (i) 0.125% per annum on such Bank's
Commitment Percentage of the aggregate outstanding principal or face amount
amount of Committed Rate Loans, Swing Line Loans, Letters of Credit and Local
Currency Loans for each day on which the Aggregate Committed Outstandings are
equal to or exceed 33-1/3% of the Aggregate Commitments but are less than 66-
2/3% of the Aggregate Commitments and (ii) 0.375% per annum on such Bank's
Commitment Percentage of the aggregate outstanding principal or face amount
of Committed Rate Loans, Swing Line Loans, Letters of Credit and Local
Currency Loans for each day on which the Aggregate Committed Outstandings are
equal to or exceed 66-2/3% of the Aggregate Commitments, in each case,
payable quarterly in arrears on the last day of each March, June, September
and December and on the Termination Date or such earlier date on which the
Commitments shall terminate as provided herein, commencing on the first of
such dates to occur after the date hereof.

          (c)  The Company agrees to pay to the Administrative Agent, for its
own account and for the account of the Arranger, the fees in the amounts and
on the dates agreed to by such parties in writing prior to the date of this
Agreement.

     7.2  Computation of Interest and Fees.  Facility and utilization fees
and, whenever it is calculated on the basis of the Prime Rate, interest shall
be calculated on the basis of a 365- (or 366-, as the case may be) day year
for the actual days elapsed; and, otherwise, interest and Letter of Credit
commissions shall be calculated on the basis of a 360-day year for the actual
days elapsed.  The Administrative Agent shall as soon as practicable notify
the relevant Specified Borrower and the Banks of each determination of a
Eurocurrency Rate.  Any change in the ABR due to a change in the Prime Rate,
the Base CD Rate or the Federal Funds Effective Rate shall be effective as of
the opening of business on the effective day of such change in the Prime
Rate, the Base CD Rate or the Federal Funds Effective Rate, respectively.
The Administrative Agent shall as soon as practicable notify the relevant
Borrower and the Banks of the effective date and the amount of each such
change in interest rate.

           (b)  Each determination of an interest rate by the Administrative
Agent pursuant to any provision of this Agreement shall be conclusive and
binding on the Borrowers and the Banks in the absence of manifest error.

     7.3  Pro Rata Treatment and Payments.  Each payment by the Company on
account of any facility fee or utilization fee hereunder and any reduction of
the Commitments of the Banks shall be made pro rata according to the
respective Commitment Percentages of the Banks.  Each disbursement of
Committed Rate Loans in any Currency shall be made by the Banks holding
Commitments in such Currency pro rata according to the respective Borrowing
Percentages of such Banks.  Each payment (including each prepayment) by any
Borrower on account of principal of and interest on any Loans in any Currency
shall be made pro rata according to the respective principal amounts of the
Loans of such Currency of such Borrower then due and owing to the Banks.  All
payments (including prepayments) to be made by any Borrower hereunder,
whether on account of principal, interest, fees, Reimbursement Obligations or
otherwise, shall be made without set off or counterclaim.  All payments in
respect of Committed Rate Loans or Letters of Credit in any Currency shall be
made in such Currency and in immediately available funds at the Payment
Office, and at or prior to the Payment Time, for such Type of Loans and such
Currency, on the due date thereof.  The Administrative Agent shall distribute
to the Banks any payments received by the Administrative Agent promptly upon
receipt in like funds as received.  If any payment hereunder becomes due and
payable on a day other than a Business Day, such payment shall be extended to
the next succeeding Business Day, and, with respect to payments of principal,
interest thereon shall be payable at the then applicable rate during such
extension.

          (b)  Unless the Administrative Agent shall have been notified in
writing by any Bank prior to a Borrowing Date in respect of Committed Rate
Loans that such Bank will not make the amount that would constitute its
Borrowing Percentage of such borrowing available to the Administrative Agent,
the Administrative Agent may assume that such Bank is making such amount
available to the Administrative Agent, and the Administrative Agent may, in
reliance upon such assumption, make available to the relevant Borrower a
corresponding amount.  If such amount is not made available to the
Administrative Agent by the required time on the Borrowing Date therefor,
such Bank shall pay to the Administrative Agent, on demand, such amount with
interest thereon at a rate equal to (A) in the case of any such Committed
Rate Loans denominated in Dollars, the daily average Federal funds rate, as
quoted by the Administrative Agent, or (B) in the case of any Committed Rate
Loans denominated in an Available Foreign Currency, the rate customary in
such Currency for settlement of similar inter-bank obligations, as quoted by
the Administrative Agent, in each case for the period until such Bank makes
such amount immediately available to the Administrative Agent.  A certificate
of the Administrative Agent submitted to any Bank with respect to any amounts
owing under this subsection shall be conclusive in the absence of manifest
error.  If such Bank's Borrowing Percentage of such borrowing is not made
available to the Administrative Agent by such Bank within three Business Days
of such Borrowing Date, the Administrative Agent shall also be entitled to
recover such amount with interest thereon at the rate per annum applicable to
Swing Line Loans in such Currency hereunder, on demand, from the relevant
Borrower.

     7.4  Illegality.  Notwithstanding any other provision herein, if the
adoption of or any change in any Requirement of Law or in the interpretation
thereof by any Governmental Authority charged with the administration or
interpretation thereof shall make it unlawful for any Bank to make or
maintain Loans or to make or maintain Extensions of Credit to one or more
Foreign Subsidiary Borrowers or Local Currency Borrowers contemplated by this
Agreement, the commitment of such Bank hereunder to make Loans to such
Foreign Subsidiary Borrowers or Local Currency Borrowers, continue Loans to
such Foreign Subsidiary Borrowers or Local Currency Borrowers as such, and
maintain Extensions of Credit to such Foreign Subsidiary Borrowers or  Local
Currency Borrowers shall forthwith be cancelled to the extent necessary to
remedy or prevent such illegality.  Nothing in this subsection 7.4 shall
affect the obligation of the Banks to make and maintain Loans to the Company.

     7.5  Requirements of Law.  If the adoption of or any change in any
Requirement of Law (other than the Certificate of Incorporation and By-Laws
or other organizational or governing documents of the Banks) or in the
interpretation or application thereof or compliance by any Bank or Issuing
Bank with any request or directive (whether or not having the force of law)
from any central bank or other Governmental Authority made subsequent to the
date hereof:

          (i)  shall subject any Bank or Issuing Bank or any corporation
controlling such Bank or from which such Bank obtains funding or credit to
any tax of any kind whatsoever with respect to this Agreement, any Letter of
Credit or any Eurocurrency Loan or Local Currency Loan made by it, or change
the basis of taxation of payments to such Bank or such corporation in respect
thereof (except for Non-Excluded Taxes covered by subsection 7.6 (including
taxes excluded under the first sentence of subsection 7.6(a)) and changes in
the rate of tax on the overall net income of such Bank or Issuing Bank or
such corporation);

         (ii)  shall impose, modify or hold applicable any reserve, special
deposit, compulsory loan or similar requirement against assets held by,
deposits or other liabilities in or for the account of, advances, loans or
other extensions of credit by, or any other acquisition of funds by, any
office of such Bank or Issuing Bank or any corporation controlling such Bank
or Issuing Bank or from which such Bank obtains funding or credit which is
not otherwise included in the determination of the Eurocurrency Rate
hereunder or the interest rate on such Local Currency Loans under the
relevant Local Currency Facility; or

        (iii)  shall impose on such Bank or Issuing Bank or any corporation
controlling such Bank or from which such Bank obtains funding or credit any
other condition; and the result of any of the foregoing is to increase the
cost to such Bank or Issuing Bank or such corporation, by an amount which
such Bank or Issuing Bank or such corporation deems to be material, of
making, converting into, continuing or maintaining Eurocurrency Loans or
Local Currency Loans or issuing or participating in Letters of Credit or to
reduce any amount receivable hereunder in respect thereof, then, in any such
case, the Company shall promptly pay such Bank or Issuing Bank, within five
Business Days after its demand, any additional amounts necessary to
compensate such Bank or Issuing Bank for such increased cost or reduced
amount receivable, together with interest on each such amount from the date
due until payment in full at a rate per annum equal to the ABR plus 2%.  If
any Bank or Issuing Bank becomes entitled to claim any additional amounts
pursuant to this subsection, it shall promptly notify the Company, through
the Administrative Agent, of the event by reason of which it has become so
entitled.  A certificate as to any additional amounts payable pursuant to
this subsection submitted by such Bank or Issuing Bank, through the
Administrative Agent, to the Company shall be conclusive in the absence of
manifest error.  This covenant shall survive the termination of this
Agreement and the payment of Loans and all other amounts payable hereunder.

           (b)  If any Bank shall have determined that the adoption of or any
change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Bank or any
corporation controlling such Bank or Issuing Bank or from which such Bank or
Issuing Bank obtains funding or credit with any request or directive
regarding capital adequacy (whether or not having the force of law) from any
Governmental Authority made subsequent to the date hereof does or shall have
the effect of reducing the rate of return on such Bank's or Issuing Bank or
such corporation's capital as a consequence of its obligations hereunder or
under any Letter of Credit to a level below that which such Bank or Issuing
Bank or such corporation could have achieved but for such change or
compliance (taking into consideration such Bank's or Issuing Bank or such
corporation's policies with respect to capital adequacy) by an amount deemed
by such Bank or Issuing Bank to be material, then from time to time, after
submission by such Bank or Issuing Bank to the Company (with a copy to the
Administrative Agent) of a written request therefor (which written request
shall be conclusive in the absence of manifest error), the Company shall pay
to such Bank or Issuing Bank such additional amount or amounts as will
compensate such Bank or Issuing Bank for such reduction.

          (c)  In addition to, and without duplication of, amounts which may
become payable from time to time pursuant to paragraphs (a) and (b) of this
subsection 7.5, each Borrower agrees to pay to each Bank which requests
compensation under this paragraph (c) by notice to such Borrower, on the last
day of each Interest Period with respect to any Committed Rate Eurocurrency
Loan made by such Bank to such Borrower, at any time when such Bank shall be
required to maintain reserves against "Eurocurrency liabilities" under
Regulation D of the Board (or, at any time when such Bank may be required by
the Board or by any other Governmental Authority, whether within the United
States or in another relevant jurisdiction, to maintain reserves against any
other category of liabilities which includes deposits by reference to which
the Eurocurrency Rate is determined as provided in this Agreement or against
any category of extensions of credit or other assets of such Bank which
includes any such Committed Rate Eurocurrency Loans), an additional amount
(determined by such Bank's calculation or, if an accurate calculation is
impracticable, reasonable estimate using such reasonable means of allocation
as such Bank shall determine) equal to the actual costs, if any, incurred by
such Bank during such Interest Period as a result of the applicability of the
foregoing reserves to such Committed Rate Eurocurrency Loans.

          (d)  A certificate of each Bank, Issuing Bank, Swing Line Bank or
Local Currency Bank setting forth such amount or amounts as shall be
necessary to compensate such Bank, Issuing Bank, Swing Line Bank or Local
Currency Bank as specified in paragraph (a), (b) or (c) above, as the case
may be, and setting forth in reasonable detail an explanation of the basis of
requesting such compensation in accordance with paragraph (a), (b) or (c)
above, including calculations in detail comparable to the detail set forth in
certificates delivered to such Bank in similar circumstances under comparable
provisions of other comparable credit agreements, shall be delivered to the
relevant Borrower and shall be conclusive absent manifest error.  The
relevant Borrower shall pay each Bank, Issuing Bank, Swing Line Bank or Local
Currency Bank the amount shown as due on any such certificate delivered to it
within 10 days after its receipt of the same.

          (e)  Failure or delay on the part of any Bank or the Issuing Bank
to demand compensation pursuant to this subsection shall not constitute a
waiver of such Bank's or the Issuing Bank's right to demand such
compensation; provided that the Company shall not be required to compensate a
Bank or the Issuing Bank pursuant to this subsection for any increased costs
or reductions incurred more than six months prior to the date that such Bank
or the Issuing Bank, as the case may be, notifies the Company of the event
giving rise to such increased costs or reductions and of such Bank's or the
Issuing Bank's intention to claim compensation therefor; provided further
that, if the event giving rise to such increased costs or reductions is
retroactive, then the six-month period referred to above shall be extended to
include the period of retroactive effect thereof.

           (f)  Notwithstanding the foregoing provisions of this subsection,
a Bank shall not be entitled to compensation pursuant to this subsection in
respect of any Competitive Advance Loan if the event that would otherwise
entitle it to such compensation shall have been publicly announced prior to
submission of the Competitive Advance Loan Offer pursuant to which such Loan
was made.

           (g)  The agreements in this subsection shall survive the
termination of this Agreement and the payment of the Loans and all other
amounts payable hereunder. 7.6  Taxes.  All payments made by any Borrower
under this Agreement shall be made free and clear of, and without deduction
or withholding for or on account of, any present or future income, stamp or
other taxes, levies, imposts, duties, charges, fees, deductions or
withholdings, now or hereafter imposed, levied, collected, withheld or
assessed by any Governmental Authority, excluding, in the case of the
Administrative Agent and each Bank, (i) net income taxes, capital taxes,
doing business taxes and franchise taxes imposed on the Administrative Agent
or such Bank (including, without limitation, each Bank in its capacity as an
Issuing Bank or as a Swing Line Bank), as the case may be, as a result of a
present or former connection between the jurisdiction of the government or
taxing authority imposing such tax and the Administrative Agent or such Bank
(excluding a connection arising solely from the Administrative Agent or such
Bank having executed, delivered or performed its obligations or received a
payment under, or enforced, this Agreement) or any political subdivision or
taxing authority thereof or therein, (ii) taxes required to be withheld
because of a failure to deliver any certificate described in this subsection
7.6 for any reason and (iii) any and all withholding taxes payable with
respect to payments under this Agreement made by the Company or by any
Subsidiary Borrower that was organized under the laws of the United States,
other than any such withholding taxes imposed as a result of any change in or
amendment to the laws of any jurisdiction affecting taxation (including any
regulation or ruling proposed or promulgated by a taxing authority thereof
and any treaty provisions) or any change in the official application,
enforcement or interpretation of such laws, regulations, rulings or treaties
or any other action taken by a taxing authority or a court of competent
jurisdiction, which change, amendment, application, enforcement,
interpretation or action becomes effective after the date hereof (all such
non-excluded taxes, levies, imposts, duties, charges, fees, deductions and
withholdings being hereinafter called "Non-Excluded Taxes").  If any Non-
Excluded Taxes are required to be withheld from any amounts payable to the
Administrative Agent or any Bank hereunder, the amounts so payable to the
Administrative Agent or such Bank shall be increased to the extent necessary
to yield to the Administrative Agent or such Bank (after payment of all Non-
Excluded Taxes) interest or any such other amounts payable hereunder at the
rates or in the amounts specified in this Agreement.  Whenever any Non-
Excluded Taxes are payable by any Borrower, as promptly as possible
thereafter such Borrower shall send to the Administrative Agent for its own
account or for the account of such Bank, as the case may be, a certified copy
of an original official receipt received by such Borrower showing payment
thereof.  If such Borrower fails to pay any Non-Excluded Taxes when due to
the appropriate taxing authority or fails to remit to the Administrative
Agent the required receipts or other required documentary evidence, such
Borrower shall indemnify the Administrative Agent and such Bank for any
incremental taxes, interest or penalties that may become payable by the
Administrative Agent or such Bank as a result of any such failure.  The
agreements in this subsection 7.6(a) shall survive the termination of this
Agreement and the payment of the Loans and all other amounts payable
hereunder.
           (b) (i) Each Bank (including each Assignee) that is not
incorporated under the laws of the United States of America or a state
thereof agrees that it will deliver to the Company and the Administrative
Agent concurrently with the delivery of this Agreement (or, in the case of
any Assignee, concurrently with the delivery of an Assignment and Acceptance)
two duly completed copies of (x) United States Internal Revenue Service Form
W-8BEN or W-8ECI or successor applicable form, as the case may be, and (y) an
Internal Revenue Service Form W-8BEN or W-9 or successor applicable form, as
the case may be.  Each such Bank also agrees to deliver to the Company and
the Administrative Agent two further copies of the said Form W-8BEN or W-8ECI
and Form W-8BEN or W-9, or successor applicable forms or other manner of
certification, as the case may be, on or before the date that any such form
expires or becomes obsolete or after the occurrence of any event (including,
without limitation, a change in such Bank's lending office) requiring a
change in the most recent form previously delivered by it to the Company and
the Administrative Agent, and such extensions or renewals thereof as may
reasonably be requested by the Company or the Administrative Agent, unless in
any such case an event (including, without limitation, any change in treaty,
law or regulation) has occurred prior to the date on which any such delivery
would otherwise be required which renders all such forms inapplicable or
which would prevent such Bank from duly completing and delivering any such
form with respect to it and such Bank so advises the Company and the
Administrative Agent.  Such Bank shall certify (x) in the case of a Form W-
8BEN or W-8ECI, that it is entitled to receive payments under this Agreement
without deduction or withholding of any United States federal income taxes
and (y) in the case of a Form W-8BEN or W-9, that it is entitled to an
exemption from United States backup withholding tax.

             (ii) Upon the written request of any Borrower, each Bank
promptly will provide to such Borrower and to the Administrative Agent, or
file with the relevant taxing authority (with a copy to the Administrative
Agent) such form, certification or similar documentation (each duly
completed, accurate and signed) as is required by the relevant jurisdiction
in order to obtain an exemption from, or reduced rate of Non-Excluded Taxes
to which such Bank or the Administrative Agent is entitled pursuant to an
applicable tax treaty or the law of the relevant jurisdiction; provided,
however, such Bank will not be required to (x) disclose information which in
its reasonable judgment it deems confidential or proprietary or (y) incur a
cost if such cost would, in its reasonable judgment, be substantial in
comparison to the cost of the Borrower under this subsection 7.6 of such
Bank's failure to provide such form, certification or similar documentation.
Such Bank shall certify in the case of any such form, certification or
similar documentation so provided (to the extent it may accurately and
properly do so) that it is entitled to receive payments under this Agreement
without deduction or withholding, or at a reduced rate of deduction or
withholding of Non-Excluded Taxes.

            (iii)  A Bank shall be required to furnish a form under this
paragraph (b) only if it is entitled to claim an exemption from or a reduced
rate of withholding under applicable law.  A Bank that is not entitled to
claim an exemption from or a reduced rate of withholding under applicable
law, promptly upon written request of the applicable Borrower, shall inform
the applicable Borrower in writing.

          (c) If any Bank is, in its sole opinion, able to apply for any tax
credit, tax deduction or other reduction in tax (a "Tax Benefit") by reason
of any increased amount paid by the Company under this subsection 7.6, such
Bank will use reasonable efforts to obtain such Tax Benefit and, upon receipt
thereof will pay to the Company such amount, not exceeding the increased
amount paid by the Company, as it considers, in its sole opinion, to be equal
to the net after-tax value to such Bank of the Tax Benefit or such part
thereof allocable to such withholding or deduction, having regard to all of
such Bank's dealings giving rise to similar credits and to the cost of
obtaining the same, less any and all expenses incurred by such Bank in
obtaining such Tax Benefit (including any and all professional fees incurred
therewith); provided, however, that (i) no Bank shall be obligated by this
subsection 7.6 to disclose to the Company any information regarding its tax
affairs or computations, (ii) nothing in this subsection 7.6 shall interfere
with the right of each Bank to arrange its tax affairs as it deems
appropriate and (iii) nothing in this subsection 7.6 shall impose an
obligation on a Bank to obtain any Tax Benefit if, in such Bank's sole
opinion, to do so would (x) impose undue hardships, burdens or expenditures
on such Bank or (y) increase such Bank's exposure to taxation by the
jurisdiction in question.

     7.7  Company's Options upon Claims for Increased Costs and Taxes.  In
the event that any Affected Bank shall decline to make Loans pursuant to
subsection 7.4 or shall have notified the Company that it is entitled to
claim compensation pursuant to subsection 7.5 or 7.6, the Company may
exercise any one or both of the following options:

          (a) The Company may request one or more of the Banks which are not
Affected Banks to take over all (but not part) of any Affected Banks' then
outstanding Loans and to assume all (but not part) of any Affected Bank's
Commitments, if any, and obligations hereunder, and if applicable, under any
Local Currency Facility.  If one or more Banks shall so agree in writing
(collectively, the "Assenting Banks"; individually, an "Assenting Bank") with
respect to an Affected Bank, (i) the Commitments, if any, of each Assenting
Bank and the obligations of such Assenting Bank under this Agreement shall be
increased by its respective Allocable Share of the Commitments, if any, and
of the obligations of such Affected Bank under this Agreement and if
applicable, under any Local Currency Facility and (ii) each Assenting Bank
shall make Loans to the Company, according to such Assenting Bank's
respective Allocable Share, in an aggregate principal amount equal to the
outstanding principal amount of the Loans and, if applicable, Local Currency
Loans, of such Affected Bank, on a date mutually acceptable to the Assenting
Banks, such Affected Bank and the Company.  The proceeds of such Loans,
together with funds of the Company, shall be used to prepay the Loans, and if
applicable, Local Currency Loans, of such Affected Bank, together with all
interest accrued thereon and all other amounts owing to such Affected Bank
hereunder (including any amounts payable pursuant to subsection 7.8 in
connection with such prepayment), and, upon such assumption by the Assenting
Bank and prepayment by the Company, such Affected Bank shall cease to be a
"Bank" for purposes of this Agreement and shall no longer have any
obligations or rights hereunder (other than any obligations or rights which
according to this Agreement shall survive the termination of this Agreement).

          (b) The Company may designate a Replacement Bank to assume the
Commitments, if any, and the obligations of any such Affected Bank hereunder
and if applicable, under any Local Currency Facility, and to purchase the
outstanding Loans of such Affected Bank and such Affected Bank's rights
hereunder and with respect thereto, without recourse upon, or warranty by, or
expense to, such Affected Bank (unless such Affected Bank agrees otherwise),
for a purchase price equal to the outstanding principal amount of the Loans
and, if applicable, Local Currency Loans, of such Affected Bank plus (i) all
interest accrued and unpaid thereon and all other amounts owing to such
Affected Bank hereunder and (ii) any amount which would be payable to such
Affected Bank pursuant to subsection 7.8, and upon such assumption and
purchase by the Replacement Bank, such Replacement Bank, if it is not already
a Bank, shall be deemed to be a "Bank" for purposes of this Agreement and
such Affected Bank shall cease to be a "Bank" for purposes of this Agreement
and shall no longer have any obligations or rights hereunder (other than any
obligations or rights which according to this Agreement shall survive the
termination of this Agreement).

     7.8  Break Funding Payments.  In the event of (a) the payment of any
principal of any Eurocurrency Loan or Committed Rate Loan other than on the
last day of an Interest Period therefor (including as a result of an Event of
Default and as a result of the provisions of subsection 2.11 or 2.12), (b)
the conversion of any Eurocurrency Loan other than on the last day of an
Interest Period therefor, (c) the failure to borrow, convert, continue or
prepay any Loan on the date specified in any notice delivered pursuant hereto
(regardless of whether such notice is permitted to be revocable hereunder and
is revoked in accordance herewith), (d) the failure to borrow any Competitive
Advance Loan after accepting the Competitive Advance Loan Offer to make such
Loan, or (e) the assignment as a result of a request by the Company pursuant
to subsection 7.7 of any Eurocurrency Loan other than on the last day of an
Interest Period therefor or of any Competitive Advance Loan, then, in any
such event, the Company shall compensate each Bank for the loss, cost and
expense attributable to such event.  In the case of a Eurocurrency Loan, the
loss to any Bank attributable to any such event shall be deemed to include an
amount determined by such Bank to be equal to the excess, if any, of (i) the
amount of interest that such Bank would pay for a deposit equal to the
principal amount of such Bank denominated in the Currency of such Loan for
the period from the date of such payment, conversion, failure or assignment
to the last day of the then current Interest Period for such Loan (or, in the
case of a failure to borrow, convert or continue, the duration of the
Interest Period that would have resulted from such borrowing, conversion or
continuation) if the interest rate payable on such deposit were equal to the
Eurocurrency Rate for such Currency for such Interest Period, over (ii) the
amount of interest that such Bank would earn on such principal amount for
such period if such Bank were to invest such principal amount for such period
at the interest rate that would be bid by such Bank (or an affiliate of such
Bank) for deposits denominated in such Currency from other banks in the
eurocurrency market at the commencement of such period.  The Company shall
also compensate each relevant Bank for any loss, cost or expense suffered by
such Bank as a result of the conversion, pursuant to subsection 2.11(b) or
6.3(b), of the Currency in which a Loan is denominated, or the purchase or
sale, pursuant to subsection 2.11(c) or 6.3(c), of a participating interest
in any Loan.  A certificate of any Bank setting forth any amount or amounts
that such Bank is entitled to receive pursuant to this Section shall be
delivered to the Company and shall be conclusive absent manifest error.  The
Company shall pay such Bank the amount shown as due on any such certificate
within 10 days after receipt thereof.

     7.9  Determinations.  In making the determinations contemplated by
subsection 7.5, 7.6 and 7.8, each Bank may make such estimates, assumptions,
allocations and the like that such Bank in good faith determines to be
appropriate.  Upon request of the Company, each Bank shall furnish to the
Company, at any time after demand for payment of an amount under subsection
7.5(a) or 7.8, a certificate outlining in reasonable detail the computation
of any amounts owing.  Any certificate furnished by a Bank shall be binding
and conclusive in the absence of manifest error.

     7.10  Change of Lending Office.  If an event occurs with respect to any
Bank that makes operable the provisions of subsection 7.4 or entitles such
Bank to make a claim under subsection 7.5 or 7.6, such Bank shall, if
requested in writing by the Company, to the extent not inconsistent with such
Bank's internal policies, use reasonable efforts to (a) designate another
office or offices for the making and maintaining of its Loans or (b) obtain a
different source of funds or credit, as the case may be, the designation or
obtaining of which will eliminate such operability or reduce materially the
amount such Bank is so entitled to claim, provided that such designation or
obtaining would not, in the sole discretion of such Bank, result in such Bank
incurring any costs unless the Company has agreed to reimburse such Bank
therefor.

     7.11  Company Controls on Exposure; Calculation of Exposure; Prepayment
if Exposure exceeds Commitments.  The Company will implement and maintain
internal accounting controls to monitor the borrowings and repayments of
Loans by the Borrowers and the issuance of and drawings under Letters of
Credit, with the object of preventing any request for an Extension of Credit
that would result in (i) the Exposure of the Banks being in excess of the
Commitments, or (ii) the Foreign Currency Exposure in respect of any Currency
exceeding the Foreign Currency Exposure Sublimit for such Currency, and of
promptly identifying and remedying any circumstance where, by reason of
changes in exchange rates, (i) the aggregate amount of the Exposure exceeds
the Commitments, or (ii) the amount of the Foreign Currency Exposure in
respect of any Currency exceeds the Foreign Currency Exposure Sublimit for
such Currency.  In the event that at any time the Company determines that (i)
the aggregate amount of the Exposure of the Banks exceeds the aggregate
amount of the Commitments by more than 5%, or (ii) the amount of the Foreign
Currency Exposure in respect of any Currency exceeds the Foreign Currency
Exposure Sublimit for such Currency, the Company will, as soon as practicable
but in any event within five Business Days of making such determination, make
or cause to be made such repayments or prepayments of Loans as shall be
necessary to cause (i) the aggregate amount of the Exposure of the Banks to
no longer exceed the Commitments, and (ii) the amount of the Foreign Currency
Exposure in respect of any Currency not to exceed the Foreign Currency
Exposure Sublimit for such Currency.

          (b)  The Administrative Agent will calculate the aggregate amount
of the Exposure of the Banks from time to time, and in any event not less
frequently than once during each calendar month.  In making such
calculations, the Administrative Agent will rely on the information most
recently received by it from the Swing Line Banks in respect of outstanding
Swing Line Loans, from Banks in respect of outstanding Competitive Advance
Loans, from Local Currency Facility Agents in respect of outstanding Local
Currency Loans and Issuing Banks in respect of L/C Obligations.  Upon making
each such calculation, the Administrative Agent will inform the Company and
the Banks of the results thereof.

          (c)  In the event that on any date the Administrative Agent
calculates that (i) the aggregate amount of the Exposure of the Banks exceeds
the aggregate amount of the Commitments by more than 5%, or (ii) the Foreign
Currency Exposure in respect of any Currency exceeds the Foreign Currency
Exposure Sublimit for such Currency, the Administrative Agent will give
notice to such effect to the Company.  After receipt of any such notice, the
Company will, as soon as practicable but in any event within five Business
Days of receipt of such notice, make or cause to be made such repayments or
prepayments of Loans as shall be necessary to cause (i) the aggregate amount
of the Exposure of the Banks to no longer exceed the Commitments, or (ii) the
Foreign Currency Exposure in any respect of any Currency not to exceed the
Foreign Currency Exposure Sublimit for such Currency.

          (d)  If at any time the Committed Exposure of any Bank exceeds such
Bank's Commitment, upon demand of such Bank, the Company will within one
Business Day prepay Loans in such amounts that after giving effect to such
prepayment the Committed Exposure of such Bank does not exceed its
Commitment.

          (e)  Any prepayment required to be made pursuant to this subsection
7.11 shall be accompanied by payment of amounts payable, if any, pursuant to
subsection 7.8 in respect of the amount so prepaid.

SECTION 8.  REPRESENTATIONS AND WARRANTIES

To induce the Agents, the Administrative Agent and the Banks to enter into
this Agreement and to make the Loans and issue or participate in the Letters
of Credit, the Company and each Subsidiary Borrower (insofar as the
representations and warranties by such Subsidiary Borrower relate to it)
hereby represents and warrants to each Agent, the Administrative Agent and
each Bank that:

     8.1  Financial Condition.  The audited consolidated balance sheets of
the Company and its consolidated Subsidiaries as at December 31, 1999 and the
related consolidated statements of income and of cash flows for the fiscal
year ended on such date, reported on by Ernst & Young LLP, copies of which
have heretofore been furnished to each Bank or will be furnished to each Bank
that has not already received such copies, present fairly the consolidated
financial condition of the Company and its consolidated Subsidiaries as at
such date, and the consolidated results of their operations and their
consolidated cash flows for the fiscal year then ended.  The unaudited
consolidating balance sheet of the Company and its consolidated Subsidiaries
by legal entity (with respect to Subsidiaries organized under the laws of the
United States and Canada) and by principal operating group (with respect to
other Subsidiaries) as at September 30, 2000, the related unaudited
consolidating statement of operations and retained earnings for the portion
of the fiscal year ended on September 30, 2000 and the press release of the
Company with respect to its earnings for fiscal year ended December 31, 2000
(dated February 13, 2001), certified by a Responsible Officer, copies of
which have heretofore been furnished to each Bank or will be furnished to
each Bank that has not already received such copies, present fairly the
consolidating financial condition of the Company and its consolidated
Subsidiaries by legal entity (with respect to Subsidiaries organized under
the laws of the United States and Canada) and by principal operating group
(with respect to other Subsidiaries) as at such date, and the consolidating
results of their operations for the fiscal year then ended.  All such
financial statements, including the related schedules and notes thereto, have
been prepared in accordance with GAAP applied consistently throughout the
periods involved (except as approved by such accountants or Responsible
Officer, as the case may be, and as disclosed therein).  Neither the Company
nor any of its consolidated Subsidiaries had, at the date of the most recent
balance sheet referred to above, any material Guarantee Obligation,
contingent liability or liability for taxes, or any long-term lease or
unusual forward or long-term commitment, including, without limitation, any
interest rate or foreign currency swap or exchange transaction, which is not
reflected in the foregoing statements or referred to in the notes thereto.
During the period from September 30, 2000 to and including the date hereof
there has been no sale, transfer or other disposition by the Company or any
of its consolidated Subsidiaries of any material part of its business or
property and no purchase or other acquisition of any business or property
(including any Capital Stock of any other Person) material in relation to the
consolidated financial condition of the Company and its consolidated
Subsidiaries at September 30, 2000 (except for the acquisitions by the
Company of the Wyle Group of Companies and of Mid Range Open Computing
Alliance (formerly named Merisel Open Computing Alliance, Inc.) and as
otherwise disclosed in writing to the Banks prior to the Closing Date).

     8.2  No Change.  Since December 31, 1999 there has been no development
or event which has had or could reasonably be expected to have a Material
Adverse Effect.

     8.3  Corporate Existence; Compliance with Law.  The Company and each of
its Subsidiaries (a) is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, (b) has the corporate
or other power and authority, and the legal right, to own and operate its
property, to lease the property it operates as lessee and to conduct the
business in which it is currently engaged, (c) is duly qualified as a foreign
corporation or other entity and in good standing under the laws of each
jurisdiction where its ownership, lease or operation of property or the
conduct of its business requires such qualification, except where the failure
to be duly qualified or in good standing could not reasonably be expected to
have a Material Adverse Effect, and (d) is in compliance with all
Requirements of Law except to the extent that the failure to comply therewith
could not, in the aggregate, reasonably be expected to have a Material
Adverse Effect.

     8.4  Corporate Power; Authorization; Enforceable Obligations.  Each of
the Company and its Subsidiaries has the corporate or other power and
authority, and the legal right, to make, deliver and perform the Credit
Documents to which it is a party and to borrow hereunder and has taken all
necessary corporate action to authorize the borrowings on the terms and
conditions of this Agreement and the execution, delivery and performance of
the Credit Documents to which it is a party.  No consent or authorization of,
filing with, notice to or other act by or in respect of, any Governmental
Authority or any other Person is required in connection with the borrowings
hereunder or with the execution, delivery, performance, validity or
enforceability of the Credit Documents.  This Agreement has been, and each
other Credit Document to which the Company or any of its Subsidiaries is a
party will be, duly executed and delivered on behalf of the Company or such
Subsidiary, as the case may be.  This Agreement constitutes, and each other
Credit Document to which it is a party when executed and delivered will
constitute, a legal, valid and binding obligation of the Company or any of
its Subsidiaries party thereto enforceable against the Company or such
Subsidiary, as the case may be, in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).

     8.5  No Legal Bar.  The execution, delivery and performance of the
Credit Documents to which the Company or any of its Subsidiaries is a party,
the borrowings hereunder and the use of the proceeds thereof will not violate
any Requirement of Law or Contractual Obligation of the Company or of any of
its Subsidiaries (except for violations of Contractual Obligations which,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect) and will not result in, or require, the creation or
imposition of any Lien on any of its or their respective properties or
revenues pursuant to any such Requirement of Law or Contractual Obligation,
except for the Liens expressly permitted by subsection 11.3.

     8.6  No Material Litigation.  No litigation, investigation or proceeding
of or before any arbitrator or Governmental Authority is pending or, to the
knowledge of the Company, threatened by or against the Company or any of its
Subsidiaries or against any of its or their respective properties or revenues
with respect to any of the Credit Documents or any of the transactions
contemplated hereby or thereby.

     8.7  No Default.  No Default or Event of Default has occurred and is
continuing.

     8.8  Ownership of Property; Liens.  Each of the Company and its
Subsidiaries has good record and marketable title in fee simple to, or a
valid leasehold interest in, all its real property, and good title to, or a
valid leasehold interest in, all its other property, except where the failure
to have such title or such leasehold interest, as the case may be, could not
reasonably be expected to have a Material Adverse Effect, and none of such
property is subject to any Lien except as permitted by subsection 11.3.

     8.9  Intellectual Property.  Each of the Company and each of its
Subsidiaries owns, or is licensed to use, all domestic and foreign
trademarks, tradenames, copyrights, technology, know-how and processes
necessary for the conduct of its business as currently conducted (the
"Intellectual Property") except for those the failure to own or license which
could not reasonably be expected to have a Material Adverse Effect.  No claim
has been asserted and is pending or, to the knowledge of the Company, has
been threatened by any Person challenging or questioning the use of any such
Intellectual Property  or the validity or effectiveness of any such
Intellectual Property which could reasonably be expected to have a Material
Adverse Effect, nor does the Company know of any valid basis for any such
claim.  The use of such Intellectual Property by the Company and its
Subsidiaries does not infringe on the rights of any Person, except for such
claims and infringements that, in the aggregate, could not reasonably be
expected to have a Material Adverse Effect.

     8.10  Local Currency Facilities.  Schedule 8.10 sets forth, as of the
Closing Date, all Local Currency Facilities (including the Local Currency
Borrower, Local Currency Banks, Local Currency Facility Agent, Local Currency
Facility Maximum Borrowing Amount and Local Currency Bank Maximum Borrrowing
Amount with respect thereto).

     8.11  Taxes.  Each of the Company and its consolidated Subsidiaries has
filed or caused to be filed all tax returns which, to the knowledge of the
Company, are required to be filed and has paid all taxes shown to be due and
payable on said returns or on any assessments made against it or any of its
property and all other taxes, fees or other charges imposed on it or any of
its property by any Governmental Authority (other than any unfiled tax
returns for taxes, and unpaid taxes, fees and other charges, (a) the amount
or validity of which are currently being contested in good faith by
appropriate proceedings and with respect to which reserves in conformity with
GAAP have been provided on the books of the Company or its consolidated
Subsidiaries, as the case may be, or (b) which in each case, individually or
in the aggregate, would not cause the Company and its consolidated
Subsidiaries to have a liability in excess of $5,000,000 or the Dollar
Equivalent Amount thereof); no notice of tax Lien has been filed, and, to the
knowledge of the Company, no claim is being asserted by any taxing authority,
with respect to any such tax, fee or other charge except for claims the
amount or validity of which are currently being contested in good faith by
appropriate proceedings and with respect to which reserves in conformity with
GAAP have been provided on the books of the Company or its consolidated
Subsidiaries, as the case may be, and claims for amounts which, in the
aggregate, do not exceed $5,000,000.

     8.12  Federal Regulations.  No part of the proceeds of any Loans will be
used for "purchasing" or "carrying" any "margin stock" within the respective
meanings of each of the quoted terms under Regulation U of the Board of
Governors of the Federal Reserve System as now and from time to time
hereafter in effect or for any purpose which violates the provisions of the
regulations of such Board of Governors.  If requested by any Bank or the
Administrative Agent, the Company will furnish to the Administrative Agent
and each Bank a statement to the foregoing effect in conformity with the
requirements of FR Form U-1 referred to in said Regulation U.

     8.13  ERISA.  Each Plan which is intended to be qualified under Section
401(a) (or 403(a) as appropriate) of the Code and each related trust
agreement, annuity contract or other funding instrument which is intended to
be tax-exempt under Section 501(a) of the Code is so qualified and tax-exempt
and has been so qualified and tax-exempt during the period from its adoption
to date.  No event has occurred in connection with which the Company or any
Commonly Controlled Entity or any Plan, directly or indirectly, could
reasonably be expected to be subject to any material liability under ERISA,
the Code or any other law, regulation or governmental order or under any
agreement, instrument, statute, rule of law or regulation pursuant to or
under which the Company or a Subsidiary has agreed to indemnify or is
required to indemnify any person against liability incurred under, or for a
violation or failure to satisfy the requirements of, any such statute,
regulation or order.  No Reportable Event has occurred during the five-year
period prior to the date on which this representation is made or deemed made
with respect to any Plan, and each Plan has complied in all material respects
with the applicable provisions of ERISA and the Code.  The present value of
all accrued benefits under each Single Employer Plan maintained by the
Company or any Commonly Controlled Entity or for which the Company or any
Commonly Controlled Entity has or could have any liability (based on those
assumptions used to fund the Plans) did not, as of the last annual valuation
date prior to the date on which this representation is made or deemed made,
exceed the value of the assets of such Plan allocable to such accrued
benefits.  Neither the Company nor any Commonly Controlled Entity has had a
complete or partial withdrawal from any Multiemployer Plan, and neither the
Company nor any Commonly Controlled Entity could reasonably be expected to
become subject to any liability under ERISA if the Company or any such
Commonly Controlled Entity were to withdraw completely from all Multiemployer
Plans as of the valuation date most closely preceding the date on which this
representation is made or deemed made.  No such Multiemployer Plan is in
Reorganization or Insolvent.  The present value (determined using actuarial
and other assumptions which are reasonable in respect of the benefits
provided and the employees participating) of the unfunded liability of the
Company and each Commonly Controlled Entity for benefits under all unfunded
retirement or severance plans, programs, policies or other arrangements
(including, without limitation, post retirement benefits to be provided to
their current and former employees under Plans which are welfare benefit
plans (as defined in Section 3(1) of ERISA)), whether or not funded does not,
in the aggregate, exceed $5,000,000 (excluding those arrangements set forth
on Schedule 8.13).

     8.14  Investment Company Act; Other Regulations.  Neither the Company
nor any Subsidiary of the Company is an "investment company", or a company
"controlled" by an "investment company", within the meaning of the Investment
Company Act of 1940, as amended.  Neither the Company nor any Subsidiary of
the Company is subject to regulation under any Federal or State statute or
regulation which limits its ability to incur Indebtedness.

     8.15  Subsidiaries.  On the Closing Date, the only Subsidiaries of the
Company, and the only material partnerships or joint ventures in which the
Company or any Subsidiary has an interest, are those set forth on Schedule
8.15.  On the Closing Date, the Company owns the percentage of the issued and
outstanding Capital Stock or other evidences of the ownership of each
Subsidiary, partnership or joint venture set forth on Schedule 8.15 as set
forth on such Schedule.  On the Closing Date, except as set forth on Schedule
8.15, no such Subsidiary, partnership or joint venture has issued any
securities convertible into shares of its Capital Stock.  The outstanding
stock and securities (or other evidence of ownership) of such Subsidiaries,
partnerships or joint ventures owned by the Company and its Subsidiaries are
owned by the Company and its Subsidiaries free and clear of all Liens,
warrants, options or rights of others of any kind whatsoever except for Liens
permitted by subsection 11.3.

     8.16  Accuracy and Completeness of Information.  No document furnished
or statement made in writing to the Banks by the Company in connection with
the negotiation, preparation or execution of this Agreement or any of the
other Credit Documents contains any untrue statement of a material fact, or
omits to state any such material fact necessary in order to make the
statements contained therein not misleading, in either case which has not
been corrected, supplemented or remedied by subsequent documents furnished or
statements made in writing to the Banks.  All other written information,
reports and other papers and data with respect to the Company and its
Subsidiaries (other than financial statements), furnished to the Banks by the
Company, or on behalf of the Company, were (a) in the case of those not
prepared for delivery to the Banks, to the Company's knowledge, at the time
the same were so furnished, complete and correct in all material respects for
the purposes for which the same were prepared and (b) in the case of those
prepared for delivery to the Banks, to the Company's knowledge, complete and
correct in all material respects, or have been subsequently supplemented by
other information, reports or other papers or data, to the extent necessary
to give the Banks a true and
accurate knowledge of the subject matter in all material respects, it being
understood that financial projections as to future events are not to be
viewed as facts and that actual results may differ from projected results.

     8.17  Purpose of Loans; Commitments.  The proceeds of the Loans shall be
used by the Company for working capital purposes in the ordinary course of
business and for general corporate purposes of the Company and, to the extent
permitted hereunder, its Subsidiaries, and the Commitments may be used by the
Company as backup for its commercial paper program.

     8.18  Environmental Matters.  Except as set forth on Schedule 8.18 or
insofar as there is no reasonable likelihood of a Material Adverse Effect
arising from any combination of facts or circumstances inconsistent with any
of the following:

           (a)  The facilities and properties owned or operated by the
Company or any of its Subsidiaries (the "Properties") do not contain, and to
the knowledge of the Company or its Subsidiaries, have not previously
contained, any Materials of Environmental Concern in amounts or
concentrations which (i) constitute or constituted a violation of, or (ii)
could reasonably be expected to give rise to liability under, any applicable
Environmental Law.

           (b)  The Properties and all operations at the Properties are in
compliance with all applicable Environmental Laws, and there is no
contamination at, under or to the knowledge of the Company about the
Properties or violation of any Environmental Law with respect to the
Properties or the business operated by the Company or any of its Subsidiaries
(the "Business") which could materially interfere with the continued
operation of the Properties.

           (c)  Neither the Company nor any of its Subsidiaries has received
any notice of violation, alleged violation, non-compliance, liability or
potential liability regarding environmental matters or compliance with
Environmental Laws with regard to any of the Properties or the Business, nor
does the Company or any of its Subsidiaries have knowledge or reason to
believe that any such notice will be received or is being threatened.

           (d)  To the knowledge of the Company or any of its Subsidiaries,
Materials of Environmental Concern have not been transported or disposed of
from the Properties in violation of, or in a manner or to a location which
could reasonably be expected to give rise to liability under, any
Environmental Law, nor have any Materials of Environmental Concern been
generated, treated, stored or disposed of at, on or under any of the
Properties in violation of, or in a manner that could reasonably be expected
to give rise to liability under, any applicable Environmental Law.

           (e)  No judicial proceeding or governmental or administrative
action is pending or, to the knowledge of the Company or any of its
Subsidiaries, threatened, under any Environmental Law to which the Company or
any Subsidiary is or will be named as a party with respect to the Properties
or the Business, nor are there any consent decrees or other decrees, consent
orders, administrative orders or other orders, or other analogous
administrative or judicial requirements outstanding under any Environmental
Law with respect to the Properties or the Business.

           (f)  There has been no release or threat of release of Materials
of Environmental Concern at or from the Properties, or arising from or
related to the operations of the Company or any Subsidiary in connection with
the Properties or otherwise in connection with the Business, in violation of
or in amounts or in a manner that could reasonably give rise to liability
under any applicable Environmental Laws.

SECTION 9.  CONDITIONS PRECEDENT

     9.1  Conditions to Closing Date.  The occurrence of the Closing Date,
and the agreement of each Bank to make the initial Extension of Credit
requested to be made by it on or after the Closing Date, shall be subject to
the satisfaction, on or prior to the Closing Date, of the following
conditions precedent:

          (a)  Credit Documents.  The Administrative Agent shall have
received (i) this Agreement, executed and delivered by a duly authorized
officer of the Company, with a counterpart for each Bank, (ii) for the
account of each Bank, the Company Guarantee executed and delivered by a duly
authorized officer of the Company, with a counterpart or conformed copy for
each Bank and (iii) each Initial Subsidiary Guarantee, executed and delivered
by a duly authorized officer of the Guarantor party thereto, with a
counterpart or a conformed copy for each Bank.

          (b)  Corporate Proceedings of each Loan Party.  The Administrative
Agent shall have received, with a counterpart for each Bank, a copy of the
resolutions, in form and substance satisfactory to the Administrative Agent,
of the Board of Directors of each Loan Party (except any Foreign Subsidiary
Borrower) authorizing (i) the execution, delivery and performance of each
Credit Document to which it is a party and (ii) in the case of each Borrower
(except any Foreign Subsidiary Borrower), the borrowings contemplated
hereunder, certified by the Secretary or an Assistant Secretary of such Loan
Party as of the Closing Date, which certificate shall be in form and
substance satisfactory to the Administrative Agent and shall state that the
resolutions thereby certified have not been amended, modified, revoked or
rescinded.

          (c)  Fees and Expenses.  The Administrative Agent shall have
received  the fees and expenses to be received on or prior to the Closing
Date pursuant to subsection 7.1(c).

          (d)  Legal Opinions.  The Administrative Agent shall have received,
with a counterpart for each Bank, the following executed legal opinions:

               (i)  the executed legal opinion of Milbank, Tweed, Hadley &
McCloy LLP, counsel to the Company and the Subsidiary Borrowers,
substantially in the form of Exhibit G-1, with such modifications therein as
shall be reasonably requested or approved by the Administrative Agent; and

              (ii)    the executed legal opinion of Robert E. Klatell,
general counsel of the Company, substantially in the form of Exhibit G-2,
with such modifications therein as shall be reasonably requested or approved
by the Administrative Agent.  Each such legal opinion shall cover such other
matters incident to the transactions contemplated by this Agreement and the
other Credit Documents as the Administrative Agent may reasonably require.

          (e)  No Material Litigation.  No litigation, inquiry, injunction or
restraining order shall be pending, entered or threatened (including any
proposed statute, rule or regulation) which in the reasonable judgment of any
Bank could have a Material Adverse Effect.

          (f)  364-Day Credit Agreement.  The conditions precedent for the
occurrence of the Closing Date under (and as defined in) the 364-Day Credit
Agreement shall have been satisfied.

          (g)  Existing Credit Agreement.  Any principal, interest, fees or
other amounts owing or accrued and unpaid under the Existing Credit Agreement
to any Person which is a Bank under (and as defined in) the Existing Credit
Agreement shall have been paid in full to such Person.

           (h)  Ratings.  The Rating in effect on such date by S&P shall not
be lower than BBB and by Moody's shall not be lower than Baa2.

           (i)  Additional Matters.  All corporate and other proceedings, and
all documents, instruments and other legal matters in connection with the
transactions contemplated by this Agreement and the other Credit Documents
shall be reasonably satisfactory in form and substance to the Administrative
Agent.

     9.2  Conditions to Each Extension of Credit.  The agreement of each Bank
to make any Extension of Credit requested to be made by it on any date
(including, without limitation, its initial Extension of Credit, but
excluding any Committed Rate Loan made pursuant to a Notice of Swing Line
Refunding, pursuant to subsections 5.5(c) or 6.3 or pursuant to subsection
2.6(c) if the Dollar Equivalent Amount thereof is not increased) is subject
to the satisfaction of the following conditions precedent:

          (a)  Representations and Warranties.  Each of the representations
and warranties made by the Company and its Subsidiaries in or pursuant to the
Credit Documents (other than in respect of each Extension of Credit made
after the Closing Date, subsection 8.2) shall be true and correct in all
material respects on and as of such date as if made on and as of such date
except for representations and warranties expressly stated to relate to a
specific earlier date, in which case such representations and warranties are
true and correct as of such earlier date.

          (b)  No Default.  No Default or Event of Default shall have
occurred and be continuing on such date after giving effect to the Loans
requested to be made on such date.

          (c)  No Material Adverse Change in Subsidiary Borrowers.  If such
Extension of Credit is to or for a Subsidiary Borrower, no event which has or
could reasonably expected to have a material adverse effect on the ability of
such Subsidiary Borrower to perform its obligations under this Agreement
shall have occurred.

          (d)  Borrowing Certificate.  In the case of the first requested
borrowing subsequent to the Closing Date, the Administrative Agent shall have
received with a counterpart for each Bank, a certificate of the Company,
dated as of such date, substantially in the form of Exhibit E, with
appropriate insertions and attachments, satisfactory in form and substance to
the Administrative Agent, executed by any Responsible Officer of the Company.

          (e)  Foreign Subsidiary Borrowers.  In the case of the first
requested borrowing by each Foreign Subsidiary Borrower, the Company shall
deliver to the Administrative Agent on or prior to such date a copy of the
resolutions, in form and substance satisfactory to the Administrative Agent,
of the Board of Directors of such Foreign Subsidiary Borrower authorizing (1)
the execution, delivery and performance of each Credit Document to which it
is a party and (2) the borrowings contemplated hereunder, certified by the
Secretary or an Assistant Secretary or other authorized officer of such
Foreign Subsidiary Borrower as of the Closing Date, which certificate shall
be in form and substance satisfactory to the Administrative Agent and shall
state that the resolutions thereby certified have not been amended, modified,
revoked or rescinded.  Each borrowing by and Letter of Credit issued on
behalf of any Borrower shall constitute a representation and warranty by the
Company and such Borrower as of the date of such Loan and/or Letter of Credit
that the conditions contained in this subsection 9.2 have been satisfied.

SECTION 10.  AFFIRMATIVE COVENANTS

The Company hereby agrees that, so long as the Commitments remain in effect,
any Letter of Credit remains outstanding and unpaid or any other amount is
owing to any Bank, any Agent or the Administrative Agent hereunder or under
any Local Currency Facility, the Company shall and (except in the case of
delivery of financial information, reports and notices) shall cause each of
its Subsidiaries to:

     10.1  Financial Statements.  Furnish to each Bank:

           (a)  as soon as available, but in any event within 120 days after
the end of each fiscal year of the Company, a copy of the audited
consolidated balance sheet of the Company and its consolidated Subsidiaries
as at the end of such year and the related consolidated statements of
operations and shareholders equity and of cash flows for such year, setting
forth in each case in comparative form the figures for the previous year,
reported on without a "going concern" or like qualification or exception, or
qualification arising out of the scope of the audit, by Ernst & Young or
other independent certified public accountants of nationally recognized
standing reasonably acceptable to the Required Banks; provided that the
Company may in lieu of furnishing such financial statements furnish to each
Bank its Form 10-K filed with the Securities and Exchange Commission or any
successor or analogous Governmental Authority for such year;

           (b)  as soon as available, but in any event within 120 days after
the end of each fiscal year of the Company, the unaudited consolidating
balance sheet of the Company and its consolidated Subsidiaries by legal
entity (with respect to Subsidiaries organized under the laws of the United
States and Canada) and by principal operating group (with respect to other
Subsidiaries) as at the end of such year and the related
unauditedconsolidating statements of operations of the Company and its
consolidated Subsidiaries by legal entity (with respect to Subsidiaries
organized under the laws of the United States and Canada) and by principal
operating group (with respect to other Subsidiaries) for such year, setting
forth in each case in comparative form the figures for the previous year,
certified pursuant to subsection 10.2(b) by a Responsible Officer as fairly
presenting the consolidating financial condition and results of operations of
the Company and its consolidated Subsidiaries by legal entity (with respect
to Subsidiaries organized under the laws of the United States and Canada) and
by principal operating group (with respect to other Subsidiaries);

          (c)  as soon as available, but in any event within 60 days after
the end of each of the first three quarterly periods of each fiscal year of
the Company, the unaudited consolidated balance sheet of the Company and its
consolidated Subsidiaries as at the end of such quarter and the related
unaudited consolidated statements of operations and shareholders' equity and
of cash flows of the Company and its consolidated Subsidiaries for such
quarter and the portion of the fiscal year through the end of such quarter,
setting forth in each case in comparative form the figures for such quarter
of the previous year, certified by a Responsible Officer as fairly presenting
in all material respects when considered in relation to the consolidated
financial statements of the Company and its consolidated Subsidiaries
(subject to normal year-end audit adjustments); provided that the Company may
in lieu of furnishing such unaudited consolidated balance sheet furnish to
each Bank its Form 10-Q filed with the Securities and Exchange Commission or
any successor or analogous Governmental Authority for the relevant quarterly
period; and

          (d)  as soon as available, but in any event within 60 days after
the end of each of the first three quarterly periods of each fiscal year of
the Company, the unaudited consolidating balance sheet of the Company and its
consolidated Subsidiaries by legal entity (with respect to Subsidiaries
organized under the laws of the United States and Canada) and by principal
operating group (with respect to other Subsidiaries) as at the end of such
quarter and the related unaudited consolidating statements of operations of
the Company and its consolidated Subsidiaries by legal entity (with respect
to Subsidiaries organized under the laws of the United States and Canada) and
by principal operating group (with respect to other Subsidiaries) for such
quarter and the portion of the fiscal year through the end of such quarter,
in the case of the unaudited consolidating balance sheet setting forth in
comparative form the figures for the previous year (but not the corresponding
figures for such quarter of the previous year) and in the case of the
statements of operations setting forth in comparative form the figures for
such quarter of the previous year, certified by a Responsible Officer as
fairly presenting the consolidating financial condition and results of
operations of the Company and its consolidated Subsidiaries by legal entity
(with respect to Subsidiaries organized under the laws of the United States
and Canada) and by principal operating group (with respect to other
Subsidiaries) (subject to normal year-end audit adjustments); the financial
statements to be furnished pursuant to this subsection 10.1 shall fairly
present the consolidated (or consolidating by legal entity or principal
operating group, as appropriate) financial position and results of operations
of the Company and its consolidated Subsidiaries in accordance with GAAP
(subject, in the case of subsections 10.1(c) and (d), to normal year-end
audit adjustments and the absence of complete footnotes) applied consistently
throughout the periods reflected therein and with prior periods (except as
approved by such accountants or Responsible Officer, as the case may be, and
disclosed therein).

     10.2  Certificates; Other Information.  Furnish to each Bank:

          (a)  concurrently with the delivery of the financial statements
referred to in subsection 10.1(a), a certificate of the independent certified
public accountants reporting on such financial statements stating that in
making the examination necessary therefor no knowledge was obtained of any
Default or Event of Default, except as specified in such certificate;

          (b)  concurrently with the delivery of the financial statements
referred to in subsections 10.1(a) and 10.1(b), a certificate of a
Responsible Officer substantially in the form of Exhibit H;

          (c)  concurrently with the delivery of the financial statements
referred to in subsection 10.1(c), a certificate of a Responsible Officer (i)
stating that, to the best of such Responsible Officer's knowledge, the
Company has observed and performed all of its covenants and other agreements
contained in this Agreement and the other Credit Documents to which it is a
party to be observed or performed by it, (ii) that such Responsible Officer
has obtained no knowledge of any Default or Event of Default except as
specified therein and (iii) setting forth calculations supporting compliance
with subsections 11.1(a), (b) and (c) and 11.2;

          (d)  as soon as delivered, a copy of the letter, addressed to the
Company, of the certified public accountants who prepared the financial
statements referred to in subsection 10.1(a) for such fiscal year and
otherwise referred to as a "management letter";

          (e)  within five days after the same are sent, copies of all
financial statements and reports which the Company sends to its stockholders
generally, and within five days after the same are filed, copies of all
financial statements and reports which the Company or any of its Subsidiaries
may make to, or file with, the Securities and Exchange Commission or any
successor or analogous Governmental Authority;

          (f)  concurrently with the delivery of the financial statements
referred to in subsections 10.1(a) and 10.1(c), a certificate of a
Responsible Officer setting forth the name of each Foreign Subsidiary
Borrower and each outstanding Swing Line Loan, Competitive Advance Loan,
Local Currency Loan made and Letter of Credit issued to the Foreign
Subsidiary Borrowers as of the date of such financial statements; and

          (g)  promptly, such additional documents, instruments, legal
opinions or financial and other information as the Administrative Agent or
any Bank may from time to time reasonably request.

     10.3  Payment of Obligations.  Pay, discharge or otherwise satisfy at or
before maturity or before they become delinquent, as the case may be, all its
obligations of whatever nature, including, without limitation, all
obligations in respect of taxes, except where the amount or validity thereof
is currently being contested in good faith by appropriate proceedings and
reserves in conformity with GAAP with respect thereto have been provided on
the books of the Company or its Subsidiaries, as the case may be, or where
the failure to pay, discharge or otherwise satisfy could not reasonably be
expected to have a Material Adverse Effect.

     10.4  Conduct of Business and Maintenance of Existence.  Continue to
engage in business of the same general type as now conducted by it and
preserve, renew and keep in full force and effect its corporate existence and
take all reasonable action to maintain all rights, privileges and franchises
necessary or desirable in the normal conduct of its business except as
otherwise permitted pursuant to subsection 11.4; comply with all Contractual
Obligations and Requirements of Law except to the extent that failure to
comply therewith could not, in the aggregate, reasonably be expected to have
a Material Adverse Effect.

     10.5  Maintenance of Property; Insurance.  Keep all property useful and
necessary in its business in good working order and condition, except where
the failure to do so could not reasonably be expected to have a Material
Adverse Effect; maintain with financially sound and reputable insurance
companies insurance on all its property in at least such amounts and against
at least such risks (but including in any event public liability, product
liability and business interruption) as are usually insured against in the
same general area by companies engaged in the same or a similar business; and
furnish to each Bank, upon written request, full information as to the
insurance carried.

     10.6  Inspection of Property; Books and Records; Discussions.  Keep
proper books of records and account in which the entries are, in all material
respects, full, true and correct in conformity with sound business practice
and all Requirements of Law shall be made of all dealings and transactions in
relation to its business and activities; and, upon reasonable notice under
the circumstances, permit representatives of the Administrative Agent to
visit and inspect any of its properties and examine and make abstracts from
any of its books and records at any reasonable time and as often as may
reasonably be desired and to discuss the business, operations, properties and
financial and other condition of the Company and its Subsidiaries with
officers and employees of the Company and its Subsidiaries and with its
independent certified public accountants.

     10.7  Notices.  Promptly, after the Company becomes aware thereof, give
notice to the Administrative Agent and each Bank of:

          (a)  the occurrence of any Default or Event of Default;

          (b)  any (i) default or event of default under any Contractual
Obligation of the Company or any of its Subsidiaries or (ii) litigation,
investigation or proceeding which may exist at any time between the Company
or any of its Subsidiaries and any Governmental Authority, which in either
case of clauses (i) or (ii), if not cured or if adversely determined, as the
case may be, could reasonably be expected to have a Material Adverse Effect
or cause a Default or an Event of Default;

          (c)  any litigation or proceeding affecting the Company or any of
its Subsidiaries (i) in which the amount involved is $5,000,000 or more and
not covered by insurance or (ii) in which injunctive or similar relief is
sought which could reasonably be expected to have a Material Adverse Effect;

          (d)  the following events:  (i) the occurrence or expected
occurrence of any Reportable Event with respect to any Plan, a failure to
make any required contribution to a Plan, the creation of any Lien in favor
of the PBGC or a Plan or any withdrawal from, or the termination,
Reorganization or Insolvency of, any Multiemployer Plan or (ii) the
institution of proceedings or the taking of any other action by the PBGC or
the Company or any Commonly Controlled Entity or any Multiemployer Plan with
respect to the withdrawal from, or the terminating (other than a standard
termination under Section 4041(b) of ERISA), Reorganization or Insolvency of,
any Plan; and

          (e)  any change, development or event involving a prospective
change, which has had or could reasonably be expected to have a Material
Adverse Effect.  Each notice pursuant to this subsection shall be accompanied
by a statement of a Responsible Officer setting forth details of the
occurrence referred to therein and stating what action the Company proposes
to take with respect thereto.

     10.8  Environmental Laws.  Comply with, and take all reasonable efforts
to ensure compliance by all tenants and subtenants, if any, in all material
respects with, all applicable Environmental Laws and obtain and comply in all
material respects with and maintain, and undertake all reasonable efforts to
ensure that all tenants and subtenants obtain and comply in all material
respects with and maintain, any and all licenses, approvals, notifications,
registrations or permits required by applicable Environmental Laws.

          (b)  Conduct and complete all investigations, studies, sampling and
testing, and all remedial, removal and other actions required under
Environmental Laws and promptly comply in all material respects with all
lawful orders and directives of all Governmental Authorities regarding
Environmental Laws except to the extent that the same are being contested in
good faith by appropriate proceedings and the pendency of such proceedings
could not reasonably be expected to have a Material Adverse Effect.

     10.9  Additional Subsidiary Guarantees.  In the event that any Domestic
Subsidiary which is not a Guarantor shall account for more than 3% of Total
Assets at any date, take all actions necessary to cause such Domestic
Subsidiary to execute and deliver a Subsidiary Guarantee, within 60 days of
the occurrence of such event, provided that in the event that Domestic
Subsidiaries which are not Guarantors shall account for more than 8% of Total
Assets at any date, the Company shall take all actions necessary to cause a
sufficient number of such Domestic Subsidiaries to execute and deliver a
Subsidiary Guarantee such that, within 60 days of the occurrence of such
event, Domestic Subsidiaries which are not Guarantors shall not account for
more than 8% of Total Assets.

     10.10  Foreign Subsidiary Borrowers.  Within 45 days after the Closing
Date, the Company shall deliver to the Administrative Agent (i) an executed
Foreign Subsidiary Opinion of counsel to each Foreign Subsidiary Borrower
that is a party to this Agreement on the Closing Date if the aggregate
Exposure of such Subsidiary owing to all Banks as of the Closing Date exceeds
$20,000,000 and (ii) a copy of all documentation with respect to all Local
Currency Facilities.

SECTION 11.  NEGATIVE COVENANTS

The Company hereby agrees that, so long as the Commitments remain in effect,
any Letter of Credit remains outstanding and unpaid or any other amount is
owing to any Bank, any Agent or the Administrative Agent hereunder or under
any Local Currency Facility:

     11.1  Financial Condition Covenants.  The Company shall not:

          (a)  Maintenance of Indebtedness.  Permit Consolidated Total Debt
at any time to exceed (a) from the Closing Date through September 30, 2001,
an amount equal to 70.0% of Consolidated Total Capitalization, (b) from
October 1, 2001 through December 31, 2001, an amount equal to 67.5% of
Consolidated Total Capitalization, (c) from January 1, 2002 through March 31,
2002, an amount equal to 65.0% of Consolidated Total Capitalization, (d) from
April 1, 2002 through June 30, 2002, an amount equal to 60.0% of Consolidated
Total Capitalization, and (e) thereafter, an amount equal to 57.5% of
Consolidated Total Capitalization.

          (b)  Maintenance of Net Worth.  Permit Consolidated Net Worth at
any time to be less than an amount equal to the sum of 85.0% of Consolidated
Net Worth as of December 31, 2000 plus 50% of cumulative Consolidated Net
Income for the fiscal quarter commencing January 1, 2001 and for each fiscal
quarter thereafter (without subtraction for any fiscal quarter during which
Consolidated Net Income is a negative number).

          (c)  Interest Coverage.  Permit for any period of four consecutive
fiscal quarters at any time the ratio of Adjusted Consolidated EBITDA to
Consolidated Cash Interest Expense to be less than 3.0 to 1.0.

     11.2  Limitation on Indebtedness of Domestic Subsidiaries.  The Company
shall not permit any of its Domestic Subsidiaries to, and the Domestic
Subsidiaries shall not, directly or indirectly, create, incur, assume or
suffer to exist any Indebtedness, except (a) Indebtedness in an aggregate
amount not to exceed 10% of Consolidated Net Worth, (b) any Indebtedness of
Domestic Subsidiaries pursuant to any of the Credit Documents, (c) any
Indebtedness of the Domestic Subsidiaries pursuant to the Subsidiary
Guarantees under (and as defined in) the 364-Day Credit Agreement, and (d)
any Guarantee Obligation of any Domestic Subsidiary guaranteeing Indebtedness
of the Company otherwise permitted hereunder so long as such Domestic
Subsidiary shall have executed and delivered to the Administrative Agent a
Subsidiary Guarantee and such Subsidiary Guarantee shall be in full force and
effect.

     11.3  Limitation on Liens.  The Company shall not, and shall not permit
any of its Domestic Subsidiaries to, directly or indirectly, create, incur,
assume or suffer to exist any Lien upon any of its property, assets or
revenues, whether now owned or hereafter acquired, except for:

          (a)  Liens for taxes not yet due or which are being contested in
good faith by appropriate proceedings, provided that adequate reserves with
respect thereto are maintained on the books of the Company or its Domestic
Subsidiaries, as the case may be, in conformity with GAAP;

          (b)  carriers', warehousemen's, mechanics', materialmen's,
repairmen's or other like Liens arising in the ordinary course of business
which are not overdue for a period of more than 60 days or which are being
contested in good faith by appropriate proceedings;

          (c)  pledges or deposits in connection with workers' compensation,
unemployment insurance and other social security legislation and deposits
securing liability to insurance carriers under insurance or self-insurance
arrangements;

          (d)  deposits to secure the performance of bids, trade contracts
(other than for borrowed money), leases, statutory obligations, surety and
appeal bonds, performance bonds and other obligations of a like nature
incurred in the ordinary course of business;

          (e)  easements, rights-of-way, restrictions and other similar
encumbrances incurred in the ordinary course of business which, in the
aggregate, are not substantial in amount and which do not in any case
materially detract from the value of the property subject thereto or
materially interfere with the ordinary conduct of the business of the Company
or such Domestic Subsidiary;

          (f)  Liens created in connection with the securitization of
Receivables; provided that (i) the aggregate net proceeds of any such
securitization transaction shall not exceed $750,000,000 and (ii) any such
securitization transaction shall be a Permitted Receivables Securitization;

          (g)  any Lien existing on any property or asset prior to the
acquisition thereof by the Company or any Subsidiary or existing on any
property or asset of any Person that becomes a Subsidiary after the date
hereof prior to the time such Person becomes a Subsidiary; provided that (i)
such Lien is not created in contemplation of or in connection with such
acquisition or such Person becoming a Subsidiary, as the case may be, (ii)
such Lien shall not apply to any other property or assets of the Company or
any Subsidiary and (iii) such Lien shall secure only those obligations which
it secures on the date of such acquisition or the date such Person becomes a
Subsidiary, as the case may be and extensions, renewals and replacements
thereof that do not increase the outstanding principal amount thereof;

          (h) Liens on fixed or capital assets acquired, constructed or
improved by the Company or any Subsidiary; provided that (i) such security
interests and the Indebtedness secured thereby are incurred prior to or
within 90 days after such acquisition or the completion of such construction
or improvement, (ii) the Indebtedness secured thereby does not exceed the
cost of acquiring, constructing or improving such fixed or capital assets and
(iii) such security interests shall not apply to any other property or assets
of the Company or any Subsidiary; and

          (i) Liens (not otherwise permitted hereunder) which secure
obligations not exceeding (as to the Company and all Domestic Subsidiaries) a
Dollar Equivalent Amount equal to $75,000,000 at any time outstanding.

     11.4  Limitation on Fundamental Changes.  The Company shall not, and
shall not permit any of its Domestic Subsidiaries to, directly or indirectly,
enter into any merger, consolidation or amalgamation, or liquidate, wind up
or dissolve itself (or suffer any liquidation or dissolution), or convey,
sell, lease, assign, transfer or otherwise dispose of, all or substantially
all of its property, business or assets, except:

          (i)  any Subsidiary may be merged or consolidated with or into the
Company (provided that the Company shall be the continuing or surviving
corporation) or with or into any one or more wholly-owned Domestic
Subsidiaries; and

         (ii)  any Subsidiary may sell, lease, transfer or otherwise dispose
of any or all of its assets (upon voluntary liquidation or otherwise) to the
Company or any other wholly owned Domestic Subsidiary.

SECTION 12.  EVENTS OF DEFAULT

If any of the following events shall occur and be continuing:

          (a) (i) Any Specified Borrower shall fail to pay any principal of
any Loan or any Reimbursement Obligation owing by it when due (whether at the
stated maturity, by acceleration or otherwise) in accordance with the terms
hereof; or (ii) any Local Currency Borrower shall fail to pay any principal
of or interest on any Local Currency Loan when due in accordance with the
applicable terms of the relevant Local Currency Facility; or (iii) any
Specified Borrower shall fail to pay any interest on any Loan or any fee or
any other amount payable hereunder, within five days after any such interest
or other amount becomes due in accordance with the terms thereof or hereof;
or

          (b)  Any representation or warranty made or deemed made by the
Company or any Subsidiary herein or in any other Credit Document or which is
contained in any certificate, document or financial or other statement
furnished by it at any time under or in connection with this Agreement or any
such other Credit Document shall prove to have been incorrect in any material
respect on or as of the date made or deemed made; or

          (c)  The Company or any Subsidiary shall default in the observance
or performance of any agreement contained in Section 11 and, with respect to
subsections 11.2 and 11.3, such default shall continue unremedied for a
period of 30 days; or

          (d)  The Company or any Subsidiary shall default in the observance
or performance of any other agreement contained in this Agreement or any
other Credit Document (other than as provided in paragraphs (a) through (c)
of this Section), and such default shall continue unremedied for a period of
30 days after the Company has knowledge thereof; or

          (e)  Any of the Credit Documents shall cease, for any reason, to be
in full force and effect, or the Company shall so assert in writing (except
for the termination of any Local Currency Facility if all Local Currency
Loans and other amounts owing thereunder are paid in full); or

          (f)  The Company or any of its consolidated Subsidiaries shall (i)
default in any payment of principal of or interest of any Indebtedness (other
than the Loans and Reimbursement Obligations) or in the payment of any
Guarantee Obligation, in either case with an outstanding principal amount in
excess of a Dollar Equivalent Amount equal to $50,000,000 when due beyond the
period of grace, if any, provided in the instrument or agreement under which
such Indebtedness or Guarantee Obligation was created; or (ii) default in the
observance or performance of any other agreement or condition relating to any
such Indebtedness or Guarantee Obligation or contained in any instrument or
agreement evidencing, securing or relating thereto, or any other event shall
occur or condition exist, the effect of which default or other event or
condition is to cause, or to permit the holder or holders of such
Indebtedness or beneficiary or beneficiaries of such Guarantee Obligation (or
a trustee or agent on behalf of such holder or holders or beneficiary or
beneficiaries) to cause, with the giving of notice if required, such
Indebtedness to become due prior to its stated maturity or such Guarantee
Obligation to become payable; or

          (g) (i) Any Specified Borrower, or any Subsidiary that, directly or
indirectly, accounts for more than 5% of Total Assets, at any date shall
commence any case, proceeding or other action (A) under any existing or
future law of any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization or relief of debtors, seeking to have an order for
relief entered with respect to it, or seeking to adjudicate it a bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
liquidation, dissolution, composition or other relief with respect to it or
its debts, or (B) seeking appointment of a receiver, trustee, custodian,
conservator or other similar official for it or for all or any substantial
part of its assets, or the Company or any such Subsidiary shall make a
general assignment for the benefit of its creditors; or (ii) there shall be
commenced against any Specified Borrower or any Subsidiary any case,
proceeding or other action of a nature referred to in clause (i) above which
(A) results in the entry of an order for relief or any such adjudication or
appointment or (B) remains undismissed, undischarged or unbonded for a period
of 60 days; or (iii) there shall be commenced against any Specified Borrower
or any Subsidiary any case, proceeding or other action seeking issuance of a
warrant of attachment, execution, distraint or similar process against all or
any substantial part of its assets which results in the entry of an order for
any such relief which shall not have been vacated, discharged, or stayed or
bonded pending appeal within 60 days from the entry thereof; or

          (h) (i) Any Person shall engage in any "prohibited transaction" (as
defined in Section 406 of ERISA or Section 4975 of the Code) involving any
Plan, (ii) any "accumulated funding deficiency" (as defined in Section 302 of
ERISA), whether or not waived, shall exist with respect to any Plan or any
Lien in favor of the PBGC or a Plan shall arise on the assets of the Company
or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with
respect to, or proceedings shall commence to have a trustee appointed, or a
trustee shall be appointed, to administer or to terminate, any Single
Employer Plan, which Reportable Event or commencement of proceedings or
appointment of a trustee is, in the reasonable opinion of the Required Banks,
likely to result in the termination of such Plan for purposes of Title IV of
ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV
of ERISA, (v) the Company or any Commonly Controlled Entity shall, or in the
reasonable opinion of the Required Banks is likely to, incur any liability in
connection with a withdrawal from, or the Insolvency or Reorganization of, a
Multiemployer Plan or (vi) any other event or condition shall occur or exist
with respect to a Plan; and in each case in clauses (i) through (vi) above,
such event or condition, together with all other such events or conditions,
if any, could reasonably be expected to subject the Company to any tax,
penalty or other liabilities in the aggregate material in relation to the
business, operations, property or financial or other condition of the
Company; or

          (i)  One or more judgments or decrees shall be entered against the
Company or any of its Subsidiaries involving in the aggregate a liability
(not paid or fully covered by insurance) of a Dollar Equivalent Amount equal
to $25,000,000 or more, and all such judgments or decrees shall not have been
vacated, discharged, stayed or bonded pending appeal within 60 days from the
entry thereof; or

          (j)  The Company Guarantee or any Subsidiary Guarantee shall cease,
for any reason, to be in full force and effect or any Guarantor party thereto
shall so assert; or

          (k)  A Change in Control shall occur; then, and in any such event,
(A) if such event is an Event of Default specified in clause (i) or (ii) of
paragraph (g) above with respect to the Company, automatically the
Commitments shall immediately terminate and the Loans hereunder (with accrued
interest thereon) and all other amounts owing under this Agreement
(including, without limitation, all amounts of L/C Obligations, whether or
not the beneficiaries of the then outstanding Letters of Credit shall have
presented the documents required thereunder) shall become immediately due and
payable and (B) if such event is any other Event of Default, either or both
of the following actions may be taken:  (i) with the consent of the Required
Banks, the Administrative Agent may, or upon the request of the Required
Banks, the Administrative Agent shall, by notice to the Company declare the
Commitments to be terminated forthwith, whereupon the Commitments shall
immediately terminate; and (ii) with the consent of the Required Banks, the
Administrative Agent may, or upon the request of the Required Banks, the
Administrative Agent shall, by notice to the Company, declare the Loans
hereunder (with accrued interest thereon) and all other amounts owing under
this Agreement (including, without limitation, all amounts of L/C
Obligations, whether or not the beneficiaries of the then outstanding Letters
of Credit shall have presented the documents required thereunder) to be due
and payable forthwith, whereupon the same shall immediately become due and
payable.  With respect to all Letters of Credit with respect to which
presentment for honor shall not have occurred at the time of an acceleration
pursuant to the preceding sentence, the applicable Borrower shall at such
time deposit in a cash collateral account opened by the Administrative Agent
an amount equal to the aggregate then undrawn and unexpired amount of Letters
of Credit issued for its account.  Each Borrower hereby grants to the
Administrative Agent, for the benefit of the Issuing Banks and the L/C
Participants, a security interest in such cash collateral to secure all
obligations of such Borrower under this Agreement and the other Loan
Documents.  Amounts held in such cash collateral account shall be applied by
the Administrative Agent to the payment of drafts drawn under such Letters of
Credit, and the unused portion thereof after all such Letters of Credit shall
have expired or been fully drawn upon, if any, shall be applied to repay
other obligations of the applicable Borrower hereunder.  After all such
Letters of Credit shall have expired or been fully drawn upon, all
Reimbursement Obligations shall have been satisfied and all other obligations
of the applicable Borrower hereunder shall have been paid in full, the
balance, if any, in such cash collateral account shall be returned to the
applicable Borrower.  The Borrowers shall execute and deliver to the
Administrative Agent, for the account of the Issuing Banks and the L/C
Participants, such further documents and instruments as the Administrative
Agent may request to evidence the creation and perfection of the within
security interest in such cash collateral account. Except as expressly
provided above in this Section, presentment, demand, protest and all other
notices of any kind are hereby expressly waived.

SECTION 13.  THE ADMINISTRATIVE AGENT; THE AGENTS; THE ARRANGER

     13.1  Appointment.  Each Bank hereby irrevocably designates and appoints
Chase as the Administrative Agent of such Bank under this Agreement and the
other Credit Documents, and each such Bank irrevocably authorizes Chase, as
the Administrative Agent for such Bank, to take such action on its behalf
under the provisions of this Agreement and the other Credit Documents and to
exercise such powers and perform such duties as are expressly delegated to
the Administrative Agent by the terms of this Agreement and the other Credit
Documents, together with such other powers as are reasonably incidental
thereto.  Notwithstanding any provision to the contrary elsewhere in this
Agreement, the Administrative Agent shall not have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Bank, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Credit Document or otherwise exist against the
Administrative Agent.

     13.2  Delegation of Duties.  The Administrative Agent may execute any of
its duties under this Agreement and the other Credit Documents by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties.  The Administrative Agent
shall not be responsible for the negligence or misconduct of any agents or
attorneys in-fact selected by it with reasonable care.

     13.3  Exculpatory Provisions.  Neither the Administrative Agent nor any
of its officers, directors, employees, agents, attorneys-in-fact or
Affiliates shall be (i) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement or any
other Credit Document (except for its or such Person's own gross negligence
or willful misconduct) or (ii) responsible in any manner to any of the Banks
for any recitals, statements, representations or warranties made by the
Company or any officer thereof contained in this Agreement or any other
Credit 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 Credit Document or for the
value, validity, effectiveness, genuineness, enforceability or sufficiency of
this Agreement or any other Credit Document or for any failure of the Company
to perform its obligations hereunder or thereunder.  The Administrative Agent
shall not be under any obligation to any Bank 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 Credit Document, or to inspect the
properties, books or records of the Company.

     13.4  Reliance by Administrative Agent.  The Administrative Agent shall
be entitled to rely, and shall be fully protected in relying, upon any
writing, resolution, notice, consent, certificate, affidavit, letter,
cablegram, telegram, telecopy, telex or teletype message, statement, order 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, without limitation,
counsel to the Company), 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 this Agreement or
any other Credit Document unless it shall first receive such advice or
concurrence of the Required Banks or all of the Banks, as may be required
hereunder, as it deems appropriate or it shall first be indemnified to its
satisfaction by the Banks 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 from liability
to the Banks in acting, or in refraining from acting, under this Agreement
and the other Credit Documents in accordance with a request of the Required
Banks or all of the Banks, as may be required hereunder, and such request and
any action taken or failure to act pursuant thereto shall be binding upon all
the Banks and their respective successors and assigns.

     13.5  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 hereunder unless the Administrative Agent has received notice from a
Bank or the Company referring to this Agreement, describing such Default or
Event of Default and stating that such notice is a "notice of default".  In
the event that the Administrative Agent receives such a notice, the
Administrative Agent shall give notice thereof to the Banks.  The
Administrative Agent shall take such action with respect to such Default or
Event of Default as shall be reasonably directed by the Required Banks or all
of the Banks, as may be required hereunder; provided that unless and until
the Administrative Agent shall have received such directions, 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 in the best interests of the Banks.

     13.6  Non-Reliance on Administrative Agent and Other Banks.  Each Bank
expressly acknowledges that neither the Administrative Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates has
made any representations or warranties to it and that no act by the
Administrative Agent hereinafter taken, including any review of the affairs
of the Company, shall be deemed to constitute any representation or warranty
by the Administrative Agent to any Bank.  Each Bank represents to the
Administrative Agent that it has, independently and without reliance upon the
Administrative Agent or any other Bank, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property, financial and other
condition and creditworthiness of the Company and made its own decision to
make its Loans hereunder and enter into this Agreement and the other Credit
Documents to which it is or will be a party.  Each Bank also represents that
it will, independently and without reliance upon the Administrative Agent or
any other Bank, 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 Credit Documents, and to make such investigation as it deems necessary
to inform itself as to the business, operations, property, financial and
other condition and creditworthiness of the Company and its Subsidiaries.
Except for notices, reports and other documents expressly required to be
furnished to the Banks by the Administrative Agent hereunder, the
Administrative Agent shall not have any duty or responsibility to provide any
Bank with any credit or other information concerning the business,
operations, property, condition (financial or otherwise), prospects or
creditworthiness of the Company and its Subsidiaries which may come into the
possession of the Administrative Agent and any Issuing Bank or any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates.

     13.7  Indemnification.  The Banks agree to indemnify the Administrative
Agent and each Issuing Bank in their respective capacities as such (to the
extent not reimbursed by the Company and without limiting the obligation of
the Company to do so), ratably according to their respective Commitment
Percentages in effect on the date on which indemnification is sought under
this subsection (or, if indemnification is sought after the date upon which
the Commitments shall have terminated and the Loans shall have been paid in
full, ratably in accordance with their Commitment Percentages immediately
prior to such date), from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind whatsoever which may at any time (including,
without limitation, at any time following the payment of the Loans) be
imposed on, incurred by or asserted against the Administrative Agent or any
Issuing Bank in any way relating to or arising out of this Agreement, any of
the other Credit Documents or any documents contemplated by or referred to
herein or therein or the transactions contemplated hereby or thereby or any
action taken or omitted by the Administrative Agent or any Issuing Bank under
or in connection with any of the foregoing; provided that no Bank shall be
liable for the payment of any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting solely from the Administrative Agent's or Issuing
Bank's, as the case may be, gross negligence or willful misconduct.  The
agreements in this subsection shall survive the payment of the Loans, the
Reimbursement Obligations and all other amounts payable hereunder.

     13.8  Administrative Agent in Its Individual Capacity.  The
Administrative Agent and its Affiliates may make loans to, accept deposits
from and generally engage in any kind of business with the Company and any of
its Subsidiaries as though the Administrative Agent were not the
Administrative Agent hereunder and under the other Credit Documents.  With
respect to its Loans made or renewed by it and with respect to any Letter of
Credit issued or participated in by it, the Administrative Agent shall have
the same rights and powers under this Agreement and the other Credit
Documents as any Bank and may exercise the same as though it were not the
Administrative Agent, and the terms "Bank" and "Banks" shall include the
Administrative Agent in its individual capacity.

     13.9  Successor Administrative Agent.  The Administrative Agent may
resign as Administrative Agent upon 10 days' notice to the Banks; provided
that any such resignation shall not be effective until a successor agent has
been appointed and approved in accordance with this subsection 13.9, and such
successor agent has accepted its appointment.  If the Administrative Agent
shall resign as Administrative Agent under this Agreement and the other
Credit Documents, then the Required Banks shall appoint from among the Banks
a successor administrative agent for the Banks, which successor agent shall
be approved by the Company (which approval shall not be unreasonably withheld
or delayed or be required during the existence of an Event of Default),
whereupon such successor administrative agent shall succeed to the rights,
powers and duties of the Administrative Agent, and the term "Administrative
Agent" shall mean such successor agent effective upon such appointment and
approval, and the former Administrative Agent's rights, powers and duties as
Administrative Agent shall be terminated, without any other or further act or
deed on the part of such former Administrative Agent or any of the parties to
this Agreement. After any retiring Administrative Agent's resignation as
Administrative Agent, the provisions of this subsection 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 and the other Credit Documents.

     13.10  The Arranger; Syndication Agent and Documentation Agent.  Each
Bank acknowledges that none of the Arranger, the Syndication Agent and the
Documentation Agent, in such respective capacity, shall have any duties or
responsibilities, or shall incur any liabilities, under this Agreement or the
other Credit Documents.

SECTION 14.  MISCELLANEOUS

     14.1  Amendments and Waivers.  Neither this Agreement  nor any other
Credit Document, nor any terms hereof or thereof may be amended, supplemented
or modified except in accordance with the provisions of this subsection.  The
Required Banks may, or, with the written consent of the Required Banks, the
Administrative Agent may, from time to time, (i) enter into with the Loan
Parties party thereto written amendments, supplements or modifications to
this Agreement and the other Credit Documents for the purpose of adding any
provisions to this Agreement or the other Credit Documents or changing in any
manner the rights of the Banks or of the Loan Parties hereunder or thereunder
or (ii) waive, on such terms and conditions as the Required Banks or the
Administrative Agent, as the case may be, may specify in such instrument, any
of the requirements of this Agreement or the other Credit Documents or any
Default or Event of Default and its consequences; provided, however, that no
such waiver and no such amendment, supplement or modification shall (i)
reduce the amount or extend the scheduled date of maturity of any Loan or
reduce the stated rate of any interest or fee payable hereunder or extend the
scheduled date of any payment thereof or increase the aggregate amount or
extend the expiration date of any Bank's Commitment, in each case without the
consent of each Bank directly affected thereby, or (ii) amend, modify or
waive any provision of this subsection or reduce the percentage specified in
the definition of Required Banks, or consent to the assignment or transfer by
the Company of any of its rights and obligations under this Agreement and the
other Credit Documents or amend, modify or waive subsection 7.3(a) or
14.6(a), or release any Subsidiary from its Subsidiary Guarantee or release
the Company from the Company Guarantee, in each case without the written
consent of all the Banks, or (iii) amend, modify or waive any provision of
Section 13 without the written consent of the then Administrative Agent.  Any
such waiver and any such amendment, supplement or modification shall apply
equally to each of the Banks and shall be binding upon the Company, the
Subsidiary Borrowers, the Banks, the Agents, the Administrative Agent and all
future holders of the Loans.  In the case of any waiver, the Company, the
Banks and the Administrative Agent shall be restored to their former position
and rights hereunder and under any other Credit Documents, and any Default or
Event of Default waived shall be deemed to be cured and not continuing; but
no such waiver shall extend to any subsequent or other Default or Event of
Default, or impair any right consequent thereon.


          (b)  In addition to amendments effected pursuant to the foregoing
paragraph (a), Schedules II, III and IV may be amended as follows:

               (i)  Schedule II will be amended to add Subsidiaries of the
Company as additional Subsidiary Borrowers upon (A) execution and delivery by
the Company, any such Subsidiary Borrower and the Administrative Agent, of a
Joinder Agreement providing for any such Subsidiary to become a Subsidiary
Borrower, and (B) delivery to the Administrative Agent of (1) if reasonably
requested by the Administrative Agent, a legal opinion in respect of such
additional Subsidiary Borrower and (2) such other documents with respect
thereto as the Administrative Agent shall reasonably request.

              (ii)  Schedule II will be amended to remove any Subsidiary as a
Subsidiary Borrower upon (A) execution and delivery by the Company of a
Schedule Amendment providing for such amendment, (b) repayment in full of all
outstanding Loans of such Subsidiary Borrower and (c) cash collateralization
of all outstanding Letters of Credit issued for the account of such
Subsidiary Borrower.

             (iii)  Schedule III will be amended to designate other Banks as
additional or replacement Swing Line Banks or additional Issuing Banks, upon
execution and delivery by the Company, the Administrative Agent and such
additional or replacement Swing Line Bank or additional Issuing Bank, as the
case may be, of a Schedule Amendment providing for such amendment.  In the
case of any replacement of a Swing Line Bank pursuant to a Schedule
Amendment, the existing Swing Line Bank replaced pursuant thereto shall cease
to be a Swing Line Bank upon the effectiveness of such Schedule Amendment and
the repayment of all Swing Line Loans owing to such replaced Swing Line
Bank.

              (iv)  Schedule III will be amended to change administrative
information (including the Swing Line Rate definition) with respect to Swing
Line Banks or Issuing Banks, upon execution and delivery by the Company, the
Administrative Agent and such Swing Line Bank or Issuing Bank, as the case
may be, of a Schedule Amendment providing for such amendment.

               (v)  Schedule IV will be amended to change administrative
information contained therein (other than any interest rate definition,
Funding Time, Payment Time or notice time contained therein) or to add
Available Foreign Currencies (and related interest rate definitions and
administrative information), upon execution and delivery by the Company and
the Administrative Agent of a Schedule Amendment providing for such
amendment.

              (vi)  Schedule IV will be amended to conform any Funding Time,
Payment Time or notice time contained therein to then-prevailing market
practices, upon execution and delivery by the Company, the Required Banks and
the Administrative Agent of a Schedule Amendment providing for such
amendment.

              (vii)  Schedule IV will be amended to change any interest rate
definition contained therein, upon execution and delivery by the Company, all
the Banks and the Administrative Agent of a Schedule Amendment providing for
such amendment.

          (c)  The Administrative Agent shall give prompt notice to each Bank
of any amendment effect pursuant to subsection 14.1(b).

          (d)  Notwithstanding the provisions of this subsection 14.1, any
Local Currency Facility may be amended, supplemented or otherwise modified in
accordance with its terms so long as after giving effect thereto either (i)
such Local Currency Facility ceases to be a "Local Currency Facility" and the
Company so notifies the Administrative Agent or (ii) the Local Currency
Facility continues to meet the requirements of a Local Currency Facility set
forth herein.

          (e)  The Company may designate a Replacement Bank to assume the
Commitments, if any, and the obligations of any Bank (an "Objecting Bank")
that refuses to consent to an amendment, supplement or waiver that both
requires the consent of all the Banks in order to become effective and is
acceptable to one or more other Banks constituting the Required Banks, and to
purchase the outstanding Loans of such Objecting Bank and such Objecting
Bank's rights hereunder and with respect thereto, without recourse upon, or
warranty by, or expense to, such Objecting Bank (unless such Objecting Bank
agrees otherwise), for a purchase price equal to the outstanding principal
amount of the Loans of such Objecting Bank plus (i) all interest accrued and
unpaid thereon and all other amounts owing to such Objecting Bank hereunder
and (ii) any amount which would be payable to such Objecting Bank pursuant to
subsection 7.8 (assuming that all Loans of such Objecting Bank were prepaid
on the date of such assumption), and upon such assumption and purchase by the
Replacement Bank, such Replacement Bank, if it is not already a Bank, shall
be deemed to be a "Bank" for purposes of this Agreement and such Objecting
Bank shall cease to be a "Bank" for purposes of this Agreement and shall no
longer have any obligations or rights hereunder (other than any obligations
or rights which according to this Agreement shall survive the termination of
this Agreement).

     14.2  Notices.  All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed
to have been duly given or made when delivered by hand, or five days after
being deposited in the mail, postage prepaid, or, in the case of telecopy
notice, when received, addressed as follows in the case of the Company, the
Subsidiary Borrowers and the Administrative Agent, and as set forth in
Schedule I in the case of the other parties hereto, or to such other address
as may be hereafter notified by the respective parties hereto and any future
holders of the Loans:

The Company:
Arrow Electronics, Inc.
25 Hub Drive
Melville, New York  11747

Attention:  Ira M. Birns
Telecopy:  (516) 391-1581
Telephone:  (516) 391-1657

The Administrative Agent:
The Chase Manhattan Bank
270 Park Avenue, 47th Floor
New York, New York  10017

Attention:  Robert T. Sacks
Telecopy:  (212) 270-5120
Telephone:  (212) 270-4118

with a copy to:
Chase Loan and Agency Services Group

1 Chase Manhattan Plaza, 8th Floor
New York, New York  10081
Attention:  Patricia Ciocco

Telecopy:  (212) 552-5662
Telephone:  (212) 552-4599

The Subsidiary Borrowers:
c/o Arrow Electronics, Inc
25 Hub Drive
Melville, New York  11747
Attention:   Ira M. Birns

Telecopy:  (516) 391-1581
Telephone:  (516) 391-1657

; provided that any Notice of Borrowing, Notice of Continuation, Notice of
Conversion, Notice of Swing Line Outstandings, Notice of Swing Line
Refunding, Notice of Local Currency Outstandings, Notice of Prepayment,
Notice of Swing Line or Borrowing, or any notice pursuant to subsections 2.4,
2.5 or 5.2 shall not be effective until received.

     14.3  No Waiver; Cumulative Remedies.  No failure to exercise and no
delay in exercising, on the part of the Administrative Agent or any Bank, any
right, remedy, power or privilege hereunder or under the other Credit
Documents 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
provided are cumulative and not exclusive of any rights, remedies, powers and
privileges provided by law.

     14.4  Survival of Representations and Warranties.  All representations
and warranties made hereunder, in the other Credit Documents and in any
document, certificate or statement delivered pursuant hereto or in connection
herewith shall survive the execution and delivery of this Agreement and the
other Credit Documents and the making of the Loans hereunder and the issuance
of Letters of Credit.

     14.5  Payment of Expenses and Taxes.  The Company agrees (a) to pay or
reimburse the Administrative Agent and the Arranger for all its reasonable
out-of-pocket costs and expenses incurred in connection with the development,
preparation and execution of, and any amendment, supplement or modification
to, this Agreement and the other Credit Documents and any other documents
prepared in connection herewith or therewith, and the consummation and
administration of the transactions contemplated hereby and thereby,
including, without limitation, the fees and disbursements of counsel to the
Administrative Agent and the Arranger,

          (b) to pay or reimburse each Bank and the Administrative Agent and
any Issuing Bank for all its reasonable costs and expenses incurred in
connection with the enforcement or preservation of any rights under this
Agreement, the other Credit Documents and any such other documents upon the
occurrence of an Event of Default, including, without limitation, the fees
and disbursements of counsel to the Administrative Agent and to the several
Banks and any Issuing Bank, and (c) to pay, indemnify, and hold each Bank,
each Agent, the Arranger and the Administrative Agent and any Issuing Bank
harmless from, any and all recording and filing fees and any and all
liabilities with respect to, or resulting from any delay in paying, stamp,
excise and other taxes, if any, which may be payable or determined to be
payable in connection with the execution and delivery of, or consummation or
administration of any of the transactions contemplated by, or any amendment,
supplement or modification of, or any waiver or consent under or in respect
of, this Agreement, the other Credit Documents and any such other documents,
and (d) to pay, indemnify, and hold each Bank, each Agent, the Arranger and
the Administrative Agent and any Issuing Bank (and their respective
directors, officers, employees and agents) (collectively, the "indemnified
person") harmless from and against any and all other liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever with respect to
the execution, delivery, enforcement, performance and administration of this
Agreement, the other Credit Documents and any such other documents,
including, without limitation, any of the foregoing relating to the use of
proceeds of the Loans or the violation of, noncompliance with or liability
under, any Environmental Law applicable to the operations of the Company, any
of its Subsidiaries or any of the Properties (it being understood that costs
and expenses incurred in connection with the enforcement or preservation of
rights under this Agreement and the other Credit Documents shall be paid or
reimbursed in accordance with clause (b) above rather than this clause (d))
(all the foregoing in this clause (d), collectively, the "indemnified
liabilities"), provided, that the Company shall have no obligation hereunder
to any indemnified person with respect to indemnified liabilities arising
from (i) the gross negligence or willful misconduct of such indemnified
person or (ii) legal proceedings commenced against the Administrative Agent,
any Issuing Bank or any Bank by any security holder or creditor thereof
arising out of and based upon rights afforded any such security holder or
creditor solely in its capacity as such.  Any payments required to be made by
the Company under this subsection 14.5 shall be made within 30 days of the
demand therefor.  The agreements in this subsection shall survive repayment
of the Loans and all other amounts payable hereunder.

     14.6  Successors and Assigns; Participations and Assignments.  This
Agreement shall be binding upon and inure to the benefit of the Company, the
Subsidiary Borrowers, the Banks, the Administrative Agent, all future holders
of the Loans and their respective successors and assigns, except that no
Specified Borrower may assign or transfer any of its rights or obligations
under this Agreement without the prior written consent of each Bank.

          (b)  Any Bank may, without the consent of the Borrowers, in
accordance with applicable law, at any time sell to one or more banks,
financial institutions or other entities (each, a "Participant")
participating interests in any Loan owing to such Bank, any Commitment of
such Bank or any other interest of such Bank hereunder and under the other
Credit Documents.  In the event of any such sale by a Bank of a participating
interest to a Participant, such Bank's obligations under this Agreement to
the other parties to this Agreement shall remain unchanged, such Bank shall
remain solely responsible for the performance thereof, such Bank shall remain
the holder of any such Loan for all purposes under this Agreement and the
other Credit Documents, and the Company, the Subsidiary Borrowers and the
Administrative Agent shall continue to deal solely and directly with such
Bank in connection with such Bank's rights and obligations under this
Agreement and the other Credit Documents.  In no event shall any Participant
under any such participation have any right to approve any amendment or
waiver of any provision of any Credit Document, or any consent to any
departure by any Loan Party therefrom, except to the extent that such
amendment, waiver or consent would reduce the principal of, or interest on,
the Loans or any fees payable hereunder, or postpone the date of the final
maturity of the Loans, in each case to the extent subject to such
participation. Each of the Company and the Subsidiary Borrowers agrees that
if amounts outstanding under this Agreement are due or unpaid, or shall have
been declared or shall have become due and payable upon the occurrence of an
Event of Default, each Participant shall, to the maximum extent permitted by
law, be deemed to have the right of setoff in respect of its participating
interest in amounts owing under this Agreement to the same extent as if the
amount of its participating interest were owing directly to it as a Bank
under this Agreement, provided that, in purchasing such participating
interest, such Participant shall be deemed to have agreed to share with the
Banks the proceeds thereof as provided in subsection 14.7(a) as fully as if
it were a Bank hereunder.  Each of the Company and the Subsidiary Borrowers
also agrees that each Participant shall be entitled to the benefits of
subsections 7.5, 7.6 or 7.8 with respect to its participation in the
Commitments and the Loans outstanding from time to time as if it was a Bank;
provided that, in the case of subsection 7.6, such Participant shall have
complied with the requirements of said subsection and provided, further, that
no Participant shall be entitled to receive any greater amount pursuant to
any such subsection than the transferor Bank would have been entitled to
receive in respect of the amount of the participation transferred by such
transferor Bank to such Participant had no such transfer occurred.

          (c)  Any Bank may, in accordance with applicable law, at any time
and from time to time assign to any Bank or any affiliate thereof or, with
the consent of the Administrative Agent and the Company (which shall not be
unreasonably withheld or delayed and provided that the consent of the Company
shall not be required for such assignment if a Default or Event of Default
pursuant to subsection 12(a) or 12(g) has occurred and is continuing at the
time of such assignment), to an additional bank, financial institution or
other entity ("an Assignee") all or any part of its rights and obligations
under this Agreement and the Loans pursuant to an Assignment and Acceptance,
executed by such Assignee, such assigning Bank and any other Person whose
consent is required pursuant to this paragraph, and delivered to the
Administrative Agent for its acceptance and recording in the Register;
provided that after giving effect to any such assignment, the transferor
Bank's aggregate Dollar Equivalent Amount of its Local Currency Bank Maximum
Borrowing Amount under all Local Currency Facilities may not exceed its
Commitment hereunder; provided further that, unless otherwise agreed by the
Company and the Administrative Agent, no such assignment to an Assignee
(other than any Bank or any affiliate thereof) shall be in an aggregate
principal amount of less than $5,000,000, except in the case of an assignment
of all of a Bank's interests under this Agreement.  For purposes of the
proviso contained in the preceding sentence, the amount described therein
shall be aggregated in respect of each Bank and its affiliates, if any.  Upon
such execution, delivery, acceptance and recording, from and after the
effective date determined pursuant to such Assignment and Acceptance, (x) the
Assignee thereunder shall be a party hereto and, to the extent provided in
such Assignment and Acceptance, have the rights and obligations of a Bank
hereunder with a Commitment and/or Loans as set forth therein, and (y) the
assigning Bank thereunder shall, to the extent provided in such Assignment
and Acceptance, be released from its obligations under this Agreement (and,
in the case of an Assignment and Acceptance covering all or the remaining
portion of an assigning Bank's rights and obligations under this Agreement,
such assigning Bank shall cease to be a party hereto but shall continue to be
entitled to the provisions hereunder which survive termination).

          (d)  The Administrative Agent shall maintain, on behalf of the
Borrowers, at its address referred to in subsection 14.2 a copy of each
Assignment and Acceptance delivered to it and a register (the "Register") for
the recordation of the names and addresses of the Banks and the Commitment
of, and principal amount of the Loans owing hereunder to, each Bank from time
to time.  The entries in the Register shall be conclusive, in the absence of
manifest error, and the Company, the Administrative Agent and the Banks may
treat each Person whose name is recorded in the Register as the owner of the
Loan recorded therein for all purposes of this Agreement.  Any assignment of
any Loan shall be effective only upon appropriate entries with respect
thereto being made in the Register.  The Register shall be available for
inspection by the Company or any Bank at any reasonable time and from time to
time upon reasonable prior notice.

          (e)  Upon its receipt of an Assignment and Acceptance executed by
an assigning Bank, an Assignee and any other Person whose consent is required
by Section 14.6(c), together with payment to the Administrative Agent of a
registration and processing fee of $3,500, the Administrative Agent shall (i)
promptly accept such Assignment and Acceptance and (ii) on the effective date
determined pursuant thereto record the information contained therein in the
Register.

          (f)  The Company authorizes each Bank to disclose to any
Participant or Assignee (each, a "Transferee") and any prospective Transferee
any and all financial information in such Bank's possession concerning the
Company and its Affiliates which has been delivered to such Bank by or on
behalf of the Company pursuant to this Agreement or which has been delivered
to such Bank by or on behalf of the Company in connection with such Bank's
credit evaluation of the Company and its Affiliates prior to becoming a party
to this Agreement so long as each such prospective Transferee shall execute a
confidentiality agreement containing provisions substantially similar to the
provisions contained in the next succeeding sentences of this paragraph (f).
The Administrative Agent and each Bank shall hold nonpublic information
obtained pursuant to the requirements of this Agreement other than
information (i) that is, or generally becomes, available to the public, (ii)
that was or becomes available to the Administrative Agent or any Bank on a
nonconfidential basis or (iii) that becomes available to the Administrative
Agent or any Bank from a Person or other source that is not, to the best
knowledge of the Administrative Agent or such Bank, as the case may be,
otherwise bound by a confidentiality obligation to the Company, in accordance
with its customary procedures for treatment of confidential information and
in accordance with safe and sound banking practices and in any event, may
make disclosure reasonably required by any Governmental Authority or
representative thereof pursuant to subpoena or other legal process or as
otherwise required by law, order or regulation.  Unless specifically
prohibited by applicable law, regulation, rule or court order, the
Administrative Agent and each Bank shall notify the Company of any request by
any Governmental Authority or representative thereof (other than any such
request in connection with an examination of the financial condition of the
Administrative Agent or such Bank by such Governmental Authority) for
disclosure of such information by the Administrative Agent or such Bank so
that any of them may seek an appropriate protective order.  Except as may be
required by an order of a court of competent jurisdiction and to the extent
set forth therein, neither the Administrative Agent nor any Bank shall be
obligated or required to return any materials furnished by the Company.
Nothing in this paragraph (f) shall prohibit the Administrative Agent or any
Bank from disclosing nonpublic information to its examiners, regulators and
professional advisors.

          (g)  Nothing herein shall prohibit any Bank from pledging or
assigning any Loan to any Federal Reserve Bank in accordance with applicable
law or require any Bank to obtain the consent of any Loan Party in order to
pledge or assign any Loan to any Federal Reserve Bank in accordance with
applicable law.

     14.7  Adjustments; Set-off.  If any Bank (a "benefitted Bank") shall at
any time receive any payment of all or part of its Loans or the Reimbursement
Obligations then due and owing to it, or interest thereon, or receive any
collateral in respect thereof (whether voluntarily or involuntarily, by set-
off, pursuant to events or proceedings of the nature referred to in Section
12(g), or otherwise), in a greater proportion than any such payment to or
collateral received by any other Bank, if any, in respect of such other
Bank's Loans or the Reimbursement Obligations then due and owing to it, or
interest thereon, such benefitted Bank shall purchase for cash from the other
Banks a participating interest in such portion of each such other Bank's Loan
or the Reimbursement Obligations owing to it, or shall provide such other
Banks with the benefits of any such collateral, or the proceeds thereof, as
shall be necessary to cause such benefitted Bank to share the excess payment
or benefits of such collateral or proceeds ratably with each of the Banks;
provided, however, that if all or any portion of such excess payment or
benefits is thereafter recovered from such benefitted Bank, such purchase
shall be rescinded, and the purchase price and benefits returned, to the
extent of such recovery, but without interest.  Each of the Company and the
Subsidiary Borrowers agrees that each Bank so purchasing a portion of another
Bank's Loan may exercise all rights of payment (including, without
limitation, rights of set-off) with respect to such portion as fully as if
such Bank were the direct holder of such portion.

          (b)  In addition to any rights and remedies of the Banks provided
by law, each Bank shall have the right, without prior notice to the Company
or any Subsidiary Borrower, any such notice being expressly waived by the
Company and the Subsidiary Borrowers to the extent permitted by applicable
law, upon any amount becoming due and payable by the Company hereunder or
under this Agreement or the other Credit Documents (whether at the stated
maturity, by acceleration or otherwise) to set-off and appropriate and apply
against such amount any and all deposits (general or special, time or demand,
provisional or final), in any currency, and any other credits, indebtedness
or claims, in any currency, in each case whether direct or indirect, absolute
or contingent, matured or unmatured, at any time held or owing by such Bank
or any branch or agency thereof to or for the credit or the account of the
Company or such Subsidiary Borrower, as the case may be.  Each Bank agrees
promptly to notify the Company and the Administrative Agent after any such
set-off and application made by such Bank, provided that the failure to give
such notice shall not affect the validity of such set-off and application.

     14.8  Power of Attorney.  Each Subsidiary Borrower hereby grants to the
Company an irrevocable power of attorney to act as its attorney-in-fact with
regard to matters relating to this Agreement, the Applications and each other
Credit Document, including, without limitation, execution and delivery of any
amendments, supplements, waivers or other modifications hereto or thereto,
receipt of any notices hereunder or thereunder and receipt of service of
process in connection herewith or therewith.  Each Subsidiary Borrower hereby
explicitly acknowledges that the Administrative Agent and each Bank has
executed and delivered this Agreement and each other Credit Document to which
it is a party, and has performed its obligations under this Agreement and
each other Credit Document to which it is a party, in reliance upon the
irrevocable grant of such power of attorney pursuant to this subsection 14.8.
The power of attorney granted by each Subsidiary Borrower hereunder is
coupled with an interest.

     14.9  Judgment.  If for the purpose of obtaining judgment in any court
it is necessary to convert a sum due hereunder in one currency into another
currency, the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Administrative Agent could
purchase the first currency with such other currency on the Business Day
preceding the day on which final judgment is given.

           (b)  The obligation of the Company or any Subsidiary Borrower in
respect of any sum due to any Bank or the Administrative Agent hereunder
shall, notwithstanding any judgment in a currency (the "Judgment Currency")
other than that in which such sum is denominated in accordance with the
applicable provisions of this Agreement or the other Credit Documents (the
"Agreement Currency"), be discharged only to the extent that on the Business
Day following receipt by such Bank or the Administrative Agent (as the case
may be) of any sum adjudged to be so due in the Judgment Currency such Bank
or the Administrative Agent (as the case may be) may in accordance with
normal banking procedures purchase the Agreement Currency with the Judgment
Currency; if the amount of the Agreement Currency so purchased is less than
the sum originally due to such Bank or the Administrative Agent (as the case
may be) in the Agreement Currency, the Company or such Subsidiary Borrower
(as the case may be) agrees, as a separate obligation and notwithstanding any
such judgment, to indemnify such Bank or the Administrative Agent (as the
case may be) against such loss, and if the amount of the Agreement Currency
so purchased exceeds the sum originally due to any Bank or the Administrative
Agent (as the case may be), such Bank or the Administrative Agent (as the
case may be) agrees to remit to the Company or such Subsidiary Borrower (as
the case may be) such excess.

     14.10  Counterparts.  This Agreement may be executed by one or more of
the parties to this Agreement on any number of separate counterparts
(including by telecopy), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.  A set of the copies of
this Agreement signed by all the parties shall be lodged with the Company and
the Administrative Agent.

     14.11  Severability.  Any provision of this Agreement which 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 hereof, and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.

     14.12  Integration.  This Agreement and the other Credit Documents
represent the agreement of the Company, the Subsidiary Borrowers, the Agents,
the Administrative Agent and the Banks with respect to the subject matter
hereof, and there are no promises, undertakings, representations or
warranties by the Administrative Agent or any Bank relative to subject matter
hereof not expressly set forth or referred to herein or in the other Credit
Documents.

     14.13  GOVERNING LAW.  THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS
(OTHER THAN ANY LOCAL CURRENCY FACILITY) AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES UNDER THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS (OTHER THAN
ANY LOCAL CURRENCY FACILITY) SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

     14.14  Submission To Jurisdiction; Waivers.  Each of the Company and the
Subsidiary Borrowers hereby irrevocably and unconditionally:

            (i)  submits for itself and its property in any legal action or
proceeding relating to this Agreement and the other Credit Documents to which
it is a party, or for recognition and enforcement of any judgement in respect
thereof, to the non-exclusive general jurisdiction of the Courts of the State
of New York, the courts of the United States of America for the Southern
District of New York, and appellate courts from any thereof;

           (ii)  consents that any such action or proceeding may be brought
in such courts and waives any objection that it may now or hereafter have to
the venue of any such action or proceeding in any such court or that such
action or proceeding was brought in an inconvenient court and agrees not to
plead or claim the same;

          (iii)  agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered or
certified mail (or any substantially similar form of mail), postage prepaid,
to the Company at its address set forth in subsection 14.2 or at such other
address of which the Administrative Agent shall have been notified pursuant
thereto;

           (iv)  agrees that nothing herein shall affect the right to effect
service of process in any other manner permitted by law or shall limit the
right to sue in any other jurisdiction; and

            (v)  waives, to the maximum extent not prohibited by law, any
right it may have to claim or recover in any legal action or proceeding
referred to in this subsection any special, exemplary, punitive or
consequential damages.

                 (b)  Each Subsidiary Borrower hereby irrevocably appoints
the Company as its agent for service of process in any proceeding referred to
in subsection 14.14(a) and agrees that service of process in any such
proceeding may be made by mailing or delivering a copy thereof to it care of
the Company at its address for notice set forth in subsection 14.2. 14.15
Acknowledgements.  Each of the Company and the Subsidiary Borrowers hereby
acknowledges that:

                 (a)  it has been advised by counsel in the negotiation,
execution and delivery of this Agreement and the other Credit Documents;

                 (b)  none of the Agents, the Administrative Agent or any
Bank has any fiduciary relationship with or duty to the Company and the
Subsidiary Borrowers arising out of or in connection with this Agreement or
any of the other Credit Documents, and the relationship between the Agents,
the Administrative Agent and the Banks, on one hand, and the Company and the
Subsidiary Borrowers, on the other hand, in connection herewith or therewith
is solely that of debtor and creditor; and

                 (c)  no joint venture is created hereby or by the other
Credit Documents or otherwise exists by virtue of the transactions
contemplated hereby among the Banks or among the Company and the Subsidiary
Borrowers and the Banks.

     14.16  WAIVERS OF JURY TRIAL.  THE COMPANY, THE SUBSIDIARY BORROWERS,
THE AGENTS, THE ADMINISTRATIVE AGENT AND THE BANKS HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY
COUNTERCLAIM THEREIN.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.

ARROW ELECTRONICS, INC.


By:____________________________
   Name
   Title:


GATES/ARROW DISTRIBUTING, INC.


By:____________________________
   Name
   Title:


MID RANGE OPEN COMPUTING ALLIANCE,
INC.


By:____________________________
   Name
   Title:


ARROW DENMARK A/S


By:____________________________
   Name
   Title:


ARROW FINLAND OY


By:____________________________
   Name
   Title:

ARROW COMPONENTS SWEDEN AB


By:____________________________
   Name
   Title:


ARROW EUROPE GMBH


By:____________________________
   Name
   Title:


SPOERLE ELECTRONIC GMBH


By:____________________________
   Name
   Title:


ARROW ELECTRONICS (UK) LTD.


By:____________________________
   Name
   Title:


ARROW NORWAY A/S


By:____________________________
   Name
   Title:


ARROW ELECTRONIQUE S.A.


By:____________________________
   Name
   Title:



ARROW COMPUTER PRODUCTS SNC


By:____________________________
   Name
   Title:


ARROW NORDIC COMPONENTS AB


By:____________________________
   Name
   Title:


MICROTRONICA UK


By:____________________________
   Name
   Title:


MICROTRONICA OY


By:____________________________
   Name
   Title:


MICROTRONICA SWEDEN AB


By:____________________________
   Name
   Title:


MICROTRONICA NORWAY AS


By:____________________________
   Name
   Title:



MICROTRONICA DENMARK AS


By:____________________________
   Name
   Title:


TEKELEC EUROPE S.A.


By:____________________________
   Name
   Title:


B.V. ARROW ELECTRONICS DLC


By:____________________________
   Name
   Title:


ARROW/TEXNY (H.K.) LIMITED


By:____________________________
   Name
   Title:


ARROW ASIA PAC LTD.


By:____________________________
   Name
   Title:


THE CHASE MANHATTAN BANK, as
Administrative Agent, as an Agent and as a Bank


By:____________________________
   Name
   Title:

BANK OF AMERICA, N.A., as Syndication Agent
and as a Bank


By:
Name:
Title:

FLEET NATIONAL BANK, as Documentation
Agent and as a Bank


By:
Name:
Title:


THE BANK OF NOVA SCOTIA, as a Bank


By:
Name:
Title:


PARIBAS, as a Bank


By:
Name:
Title:

By:
Name:
Title:

DEN DANSKE BANK AKTIESELSKAB, as a Bank

By:
Name:
Title:

By:
Name:
Title:


HSBC BANK USA, as a Bank


By:
Name:
Title:


BANCA COMMERCIALE ITALIANA, NEW YORK BRANCH


By:
Name:
Title:

By:
Name:
Title:


BANCA POPOLARE DI MILANO, NEW YORK
BRANCH


By:
Name:
Title:

By:
Name:
Title:



THE BANK OF NEW YORK


By:
Name:
Title:


BANK OF TOKYO-MITSUBISHI TRUST
COMPANY


By:
Name:
Title:


BAYERISCHE LANDESBANK
GIROZENTRALE, CAYMAN ISLANDS
BRANCH


By:
Name:
Title:

By:
Name:
Title:


CREDIT INDUSTRIEL ET COMMERCIAL


By:
Name:
Title:

By:
Name:
Title:


CREDIT SUISSE FIRST BOSTON


By:
Name:
Title:

By:
Name:
Title:


SUNTRUST BANK


By:
Name:
Title:


DEUTSCHE BANK AG


By:
Name:
Title:

By:
Name:
Title:


FIRST UNION NATIONAL BANK


By:
Name:
Title:

BANCA NAZIONALE DEL LAVORO S.P.A.,
NEW YORK BRANCH


By:
Name:
Title:

By:
Name:
Title:


THE FUJI BANK, LIMITED


By:
Name:
Title:


THE DAI-ICHI KANGYO BANK, LTD.


By:
Name:
Title:


UNICREDITO ITALIANO


By:
Name:
Title:


STATE BANK OF INDIA


By:
Name:
Title:

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>ex10icreditagreement.txt
<DESCRIPTION>$400M CREDIT AGREEMENT
<TEXT>



                                 $400,000,000

                               CREDIT AGREEMENT

                                    among

                           ARROW ELECTRONICS, INC.,

                              The Several Banks

                      from Time to Time Parties Hereto,

                     MORGAN STANLEY SENIOR FUNDING INC.,

                           as Syndication Agent

                     MORGAN STANLEY SENIOR FUNDING, INC.,

                          as Documentation Agent

                                   and

                     MORGAN STANLEY SENIOR FUNDING, INC.,

                          as Administrative Agent

                     MORGAN STANLEY SENIOR FUNDING, INC.,

                                as Arranger

                        Dated as of December 18, 2000





                            TABLE OF CONTENTS
                                                                  Page
SECTION 1. DEFINITION                                                1
1.1  Defined Terms                                                   1
1.2  Other Definitional Provisions                                  14
1.3  Accounting Determinations                                      15

SECTION 2.  THE COMMITTED RATE LOANS                                15
2.1  Committed Rate Loans                                           15
2.2  Procedure for Committed Rate Loan Borrowing                    15
2.3  Repayment of Committed Rate Loans; Evidence of Debt            16
2.4  Termination or Reduction of Commitments                        16
2.5  Prepayments                                                    17
2.6  Conversion and Continuation Options                            17
2.7  Minimum Amounts of Tranches                                    18
2.8  Interest Rates and Payment Dates for Committed Rate Loans      18
2.9  Inability to Determine Interest Rate                           18

SECTION 3.  [INTENTIONALLY OMITTED]                                 19

SECTION 4.  CERTAIN PROVISIONS APPLICABLE TO THE COMMITTED
              RATE LOANS                                            19
4.1  Fees; Other Payments                                           19
4.2  Computation of Interest                                        19
4.3  Pro Rata Treatment and Payments                                20
4.4  Illegality                                                     20
4.5  Requirements of Law                                            21
4.6  Taxes                                                          23
4.7  Borrowers Options upon Claims for Increased Costs
      and Taxes                                                     25
4.8  Indemnity                                                      26
4.9  Determinations                                                 26
4.10 Change of Lending Office                                       27
4.11 Extension of Termination Date.                                 27

SECTION 5. REPRESENTATIONS AND WARRANTIES                           28
5.1  Financial Condition                                            28
5.2  No Change                                                      29
5.3  Corporate Existence; Compliance with Law                       29
5.4  Corporate Power; Authorization; Enforceable Obligations        29
5.5  No Legal Bar                                                   29
5.6  No Material Litigation                                         30
5.7  No Default                                                     30
5.8  Ownership of Property; Liens                                   30
5.9  Intellectual Property                                          30
5.10 [INTENTIONALLY OMITTED]                                        30
5.11 Taxes                                                          30
5.12 Federal Regulations                                            31
5.13 ERISA                                                          31
5.14 Investment Company Act; Other Regulations                      32
5.15 Subsidiaries                                                   32
5.16 Accuracy and Completeness of Information                       32
5.17 Purpose of Committed Rate Loans                                33
5.18 Senior Indebtedness                                            33
5.19 Environmental Matters                                          33

SECTION 6. CONDITIONS PRECEDENT                                     34

ECTION 7. AFFIRMATIVE COVENANTS                                     36

7.1  Financial Statements                                           36
7.2  Certificates; Other Information                                37
7.3  Payment of Obligations                                         38
7.4  Conduct of Business and Maintenance of Existence               38
7.5  Maintenance of Property; Insurance                             39
7.6  Inspection of Property; Books and Records; Discussions         39
7.7  Notices                                                        39
7.8  Environmental Laws                                             40
7.9  Subsidiary Guarantees                                          40
7.10 Terms of Refinancing Debt                                      40
7.11 Wyle Guarantee                                                 41
7.12 Wyle Undertaking                                               41

SECTION 8. NEGATIVE COVENANTS                                       41

8.1  Financial Condition Covenants                                  41
8.2  Limitation on Indebtedness of Domestic Subsidiaries            41
8.3  Limitation on Liens                                            42
8.4  Limitation on Fundamental Changes                              43

SECTION 9. EVENTS OF DEFAULT                                        43

SECTION 10. THE ADMINISTRATIVE AGENT; THE ARRANGER
             AND OTHER AGENTS                                       46
10.1  Appointment                                                   46
10.2  Delegation of Duties                                          46
10.3  Exculpatory Provisions                                        46
10.4  Reliance by Administrative Agent                              47
10.5  Notice of Default                                             47
10.6  Non-Reliance on Administrative Agent and Other Banks          47
10.7  Indemnification                                               48
10.8  Administrative Agent in Its Individual Capacity               48
10.9  Successor Administrative Agent                                49
10.10 The Arranger Syndication Agent and Documentation Agent        49

SECTION 11. MISCELLANEOUS                                           49
11.1  Amendments and Waivers                                        49
11.2  Notices                                                       51
11.3  No Waiver; Cumulative Remedies                                52
11.4  Survival of Representations and Warranties                    52
11.5  Payment of Expenses and Taxes                                 52
11.6  Successors and Assigns; Participations and Assignments        53
11.7  Adjustments; Set-off                                          56
11.8  Counterparts                                                  56
11.9  Severability                                                  57
11.10 Integration                                                   57
11.11 GOVERNING LAW                                                 57
11.12 Submission to Jurisdiction; Waivers                           57
11.13 Acknowledgments                                               58
11.14 WAIVERS OF JURY TRIAL                                         58



CREDIT AGREEMENT, dated as of December 18, 2000, among:

     (i) ARROW ELECTRONICS, INC., a New York corporation (the "Borrower");

    (ii) the several banks and other financial institutions from time to time
parties to this Agreement (the "Banks");

   (iii) MORGAN STANLEY SENIOR FUNDING, INC., as syndication agent for the
Banks hereunder (in such capacity, the "Syndication Agent");

    (iv) MORGAN STANLEY SENIOR FUNDING, INC., as documentation agent for the
Banks hereunder (in such capacity, the "Documentation Agent"); and

      v) MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent for the
Banks hereunder (in such capacity, the "Administrative Agent", and, together
with the Syndication Agent and the Documentation Agent, the "Agents").

                          W I T N E S S E T H :

     WHEREAS, the Borrower has requested the Banks to make available a term
credit facility, and the Banks are willing to make such credit facility
available upon and subject to the terms and conditions hereafter set forth;

     NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto hereby agree as follows:

SECTION 1. DEFINITION
1.1 Defined Terms. As used in this Agreement, the following terms shall have
the following meanings:

"ABR":  for any day, a rate per annum (rounded upwards, if necessary, to the
next 1/100 of 1%) equal to the greatest of (a) the Prime Rate in effect on
such day, (b) the Base CD Rate in effect on such day plus 1% and (c) the
Federal Funds Effective Rate in effect on such day plus ' of 1%.  For
purposes hereof:  "Prime Rate" shall mean the rate of interest per annum
publicly announced from time to time by Citibank as its prime rate in effect
at its principal office in New York City (the Prime Rate not being intended
to be the lowest rate of interest charged by Chase in connection with
extensions of credit to debtors); "Base CD Rate" shall mean the sum of (a)
the product of (i) the Three-Month Secondary CD Rate and (ii) a fraction, the
numerator of which is one and the denominator of which is one minus the C/D
Reserve Percentage and (b) the C/D Assessment Rate; "Three-Month Secondary CD
Rate" shall mean, for any day, the secondary market rate for three-month
certificates of deposit reported as being in effect on such day (or, if such
day shall not be a Business Day, the next preceding Business Day) by the
Board through the public information telephone line of the Federal Reserve
Bank of New York (which rate will, under the current practices of the Board,
be published in Federal Reserve Statistical Release H.15(519) during the week
following such day), or, if such rate shall not be so reported on such day or
such next preceding Business Day, the average of the secondary market
quotations for three-month certificates of deposit of major money center
banks in New York City received at approximately 10:00 a.m., New York City
time, on such day (or, if such day shall not be a Business Day, on the next
preceding Business Day) by the Administrative Agent from three New York City
negotiable certificate of deposit dealers of recognized standing selected by
it; and "Federal Funds Effective Rate" shall mean, for any day, the weighted
average of the rates on overnight federal funds transactions with members of
the Federal Reserve System arranged by federal funds brokers, as published on
the next succeeding Business Day by the Federal Reserve Bank of New York, or,
if such rate is not so published for any day which is a Business Day, the
average of the quotations for the day of such transactions received by the
Administrative Agent from three federal funds brokers of recognized standing
selected by it.  If for any reason the Administrative Agent shall have
determined (which determination shall be conclusive absent manifest error)
that it is unable to ascertain the Base CD Rate or the Federal Funds
Effective Rate, or both, for any reason, including the inability or failure
of the Administrative Agent to obtain sufficient quotations in accordance
with the terms thereof, the ABR shall be determined without regard to clause
(b) or (c), or both, of the first sentence of this definition, as
appropriate, until the circumstances giving rise to such inability no longer
exist.  Any change in the ABR due to a change in the Prime Rate, the Base CD
Rate or the Federal Funds Effective Rate shall be effective as of the opening
of business on the effective day of such change in the Prime Rate, the Base
CD Rate or the Federal Funds Effective Rate, respectively.

"ABR Loans":  Committed Rate Loans the rate of interest applicable to which
is based upon the ABR.

"Adjusted Consolidated EBITDA":  for any fiscal period, (a) the Consolidated
Net Income of the Borrower and its Subsidiaries for such period, plus (b) to
the extent deducted from earnings in determining Consolidated Net Income for
such period, the sum, in each case for such period, of income taxes, interest
expense, depreciation expense, amortization expense, including amortization
of any goodwill or other intangibles, minus (c) to the extent included in
determining Consolidated Net Income for such period, non-cash equity earnings
of unconsolidated Affiliates, plus (d) to the extent excluded in determining
Consolidated Net Income for such period, cash distributions received by the
Borrower from unconsolidated Affiliates, all as determined on a consolidated
basis in accordance with GAAP.

"Administrative Schedule":  Schedule III to this Agreement, which contains
interest rate definitions and administrative information in respect of each
Type of Committed Rate Loan.

"Administrative Agent":  as defined in the preamble hereto.

"Affected Bank":  any Bank affected by the events described in subsection
4.4, 4.5 or 4.6, as the case may be, but only for the period during which
such Bank shall be affected by such events.

"Affiliate":  as to any Person, (a) any other Person (other than a
Subsidiary) which, directly or indirectly, is in control of, is controlled
by, or is under common control with, such Person or (b) any Person who is a
director or officer of the Borrower or any of its Subsidiaries.  For purposes
of this definition, "control" of a Person means the power, directly or
indirectly, either to (i) vote 10% or more of the securities having ordinary
voting power for the election of directors of such Person or (ii) direct or
cause the direction of the management and policies of such Person, whether by
contract or otherwise.

"Agents":  as defined in the preamble hereto.

"Agreement":  this Credit Agreement, as amended, supplemented or otherwise
modified from time to time.

"Allocable Share":  as to any Assenting Bank at any time, a fraction, the
numerator of which shall be the Commitment of such Assenting Bank then in
effect and the denominator of which shall be the aggregate of the Commitments
of all Assenting Banks then in effect.

"Applicable Margin":  subject to the provisions of Section 2.8(e), (i) on any
date, during the period from the Closing Date until the three-month
anniversary of the Closing Date, the rate per annum determined based upon the
Rating in effect on such date by both S&P and Moody's set forth under the
relevant column heading below opposite such Rating:

Rating (S&P/Moody's)
Applicable Margin (in basis points) for Committed Rate Eurocurrency Loans
Greater than or equal to A-/A3 100.00
Greater than or equal to BBB+/Baa1 112.50
Greater than or equal to BBB/Baa2 125.00
Greater than or equal to BBB-/Baa3 137.50
and (ii) thereafter, on any date, the rate per annum determined based upon
the Rating in effect on such date by both S&P and Moody's set forth under the
relevant column heading below opposite such Rating:

Rating (S&P/Moody's)
Applicable Margin (in basis points) for Committed Rate Eurocurrency Loans
Greater than or equal to A-/A3 125.00
Greater than or equal to BBB+/Baa1 137.50
Greater than or equal to BBB/Baa2 150.00
Greater than or equal to BBB-/Baa3 162.50

; provided that, in the event that the Ratings of S&P and Moody's do not
coincide, the Applicable Margin set forth above opposite the higher of such
Ratings will apply, unless one of the Ratings is BBB-/Baa3 or lower, or if
there is no rating, in which case the Applicable Margin will be based on the
rating of BBB-/Baa3.

"Arranger": MSSF.

"Assenting Bank":  as defined in subsection 4.7(a).

"Assignee":  as defined in subsection 11.6(c).

"Assignment and Acceptance":  each Assignment and Acceptance, substantially
in the form of Exhibit I, executed and delivered pursuant to subsection
11.6(c).

"Banks":  as defined in the preamble hereto.

"Board":  the Board of Governors of the Federal Reserve System or any
successor.

"Borrower":  as defined in the preamble hereto.

"Business":  as defined in subsection 5.19(b).

"Business Day":  (a) a London Banking Day which is also a day other than a
Saturday or Sunday on which banks are open for general banking business in
New York City and (b) when such term is used for the purpose of determining
the date on which the Eurocurrency  Rate is determined under this Agreement
for any Committed Rate Loan for any Interest Period therefor and for purposes
of determining the first and last day of any Interest Period, references in
this Agreement to Business Days shall be deemed to be references to Target
Operating Days.

"C/D Assessment Rate":  for any day as applied to any ABR Loan, the net
annual assessment rate (rounded upward to the nearest 1/100th of 1%)
determined by Citibank to be payable on such day to the Federal Deposit
Insurance Corporation or any successor ("FDIC") for FDIC's insuring time
deposits made in Dollars at offices of Citibank in the United States.
"C/D Reserve Percentage":  for any day as applied to any ABR Loan, that
percentage (expressed as a decimal) which is in effect on such day, as
prescribed by the Board, for determining the maximum reserve requirement for
a Depositary Institution (as defined in Regulation D of the Board) in respect
of new non-personal time deposits in Dollars having a maturity of 30 days or
more.

"Capital Stock":  any and all shares, interests, participations or other
equivalents (however designated) of capital stock of a corporation, any and
all equivalent ownership interests in a Person (other than a corporation) and
any and all warrants, options or rights to purchase any of the foregoing.
"Capitalization Documents":  the collective reference to the Governing
Documents of the Borrower and each of its Subsidiaries, the certificates of
designation and other agreements governing the issuance of, or setting forth
the terms of, any Capital Stock (including, without limitation, the common
stock) issued or to be issued by the Borrower or any of its Subsidiaries and
the Rights Agreement.

"Change in Control":  one or more of the following events:

     a) less than a majority of the members of the Borrower's board of
directors shall be persons who either (i) were serving as directors on the
Closing Date or (ii) were nominated as directors and approved by the vote of
the majority of the directors who are directors referred to in clause (i)
above or this clause (ii); or

     (b) the stockholders of the Borrower shall approve any plan or proposal
for the liquidation or dissolution of the Borrower; or

     (c) a Person or group of Persons acting in concert (other than the
direct or indirect beneficial owners of the Capital Stock of the Borrower as
of the Closing Date) shall, as a result of a tender or exchange offer, open
market purchases, privately negotiated purchases or otherwise, have become
the direct or indirect beneficial owner (within the meaning of Rule 13d-3
under the Securities Exchange Act of 1934, as amended from time to time) of
securities of the Borrower representing 40% or more of the combined
voting power of the outstanding voting securities for the election of
directors or shall have the right to elect a majority of the board of
directors of the Borrower.

"Citibank":  means Citibank, N.A.

"Closing Date":  the date on which the conditions precedent set forth in
subsection 6.1 shall be satisfied.

"Code":  the Internal Revenue Code of 1986, as amended from time to time.

"Commitment":  as to any Bank, the obligation of such Bank to make and/or
acquire participating interests in Committed Rate Loans hereunder in an
aggregate amount at any one time outstanding not to exceed the amount set
forth opposite such Bank's name on Schedule I, as such amount may be changed
from time to time in accordance with the provisions of this Agreement.

"Commitment Percentage":  as to any Bank at any time, the percentage which
the principal amount such Bank's Committed Rate Loan then outstanding then
constitutes of the aggregate principal amount of the Committed Rate Loans
then outstanding.

"Committed Rate Loan":  as defined in subsection 2.1; a Committed Rate Loan
bearing interest based upon the ABR shall be a "Committed Rate ABR Loan", and
a Committed Rate Loan bearing interest based upon a Eurocurrency Rate shall
be a "Committed Rate Eurocurrency Loan".

"Commonly Controlled Entity":  an entity, whether or not incorporated, which
is under common control with the Borrower within the meaning of Section 4001
of ERISA or is part of a group which includes the Borrower and which is
treated as a single employer under Section 414 of the Code.

"Consolidated Cash Interest Expense":  for any period, (a) the amount which
would, in conformity with GAAP, be set forth opposite the caption "interest
expense" or any like caption on a consolidated income statement of the
Borrower and its Subsidiaries minus (b) the amount of non-cash interest
(including interest paid by the issuance of additional securities) included
in such amount.

"Consolidated Net Income":  for any fiscal period, the consolidated net
income (or loss) of the Borrower and its Subsidiaries after excluding all
unusual, extraordinary and non-recurring gains and after adding all unusual,
extraordinary and non-recurring losses, in all cases of the Borrower and its
Subsidiaries determined on a consolidated basis during the relevant period in
accordance with GAAP.

"Consolidated Net Worth":  at a particular date, all amounts which would be
included under shareholders' equity on a consolidated balance sheet of the
Borrower and its Subsidiaries determined on a consolidated basis in
accordance with GAAP.

"Consolidated Total Capitalization":  at a particular date, the sum of (a)
Consolidated Net Worth plus (b) Consolidated Total Debt as at such date.

"Consolidated Total Debt":  all Indebtedness of the Borrower and its
Subsidiaries (excluding Indebtedness of the Borrower owing to any of its
Subsidiaries or Indebtedness of any Subsidiary of the Borrower owing to the
Borrower or any other Subsidiary of the Borrower), as determined on a
consolidated basis in accordance with GAAP.

"Contractual Obligation":  as to any Person, any provision of any security
issued by such Person or of any agreement, instrument or other undertaking to
which such Person is a party or by which it or any of its property is bound.
"Credit Documents":  this Agreement and the Subsidiary Guarantees. "Default":
any of the events specified in Section 9, whether or not any
requirement for the giving of notice, the lapse of time, or both, or any
other condition, has been satisfied.

"Dollars" and "$":  dollars in lawful currency of the United States of
America.

"Domestic Subsidiary":  as to any Person, a Subsidiary of such Person
organized under the laws of a State of the United States or the District of
Columbia.

Environmental Laws":  any and all applicable foreign, Federal, state, local
or municipal laws, rules, orders, regulations, statutes, ordinances, codes,
decrees, requirements of any Governmental Authority or other Requirements of
Law (including, without limitation, common law) regulating, relating to or
imposing liability or standards of conduct concerning protection of human
health or the environment, as now or may at any time hereafter be in effect.

"ERISA":  the Employee Retirement Income Security Act of 1974, as amended
from time to time.

"Eurocurrency Rate":  the rate determined as the Eurocurrency Rate in the
manner set forth in the Administrative Schedule.

"Event of Default":  any of the events specified in Section 9, provided that
any requirement for the giving of notice, the lapse of time, or both, or any
other condition, has been satisfied.

"Existing Termination Date":  as defined in Section 4.11.

"Financing Lease":  any lease of property, real or personal, the obligations
of the lessee in respect of which are required in accordance with GAAP to be
capitalized on a balance sheet of the lessee.

"Funding Office":  for each Type of Committed Rate Loan, the Funding Office
set forth in respect thereof in the Administrative Schedule.

"Funding Time":  for each Type of Committed Rate Loan, the Funding Time set
forth in respect thereof in the Administrative Schedule.

"GAAP":  generally accepted accounting principles in the United States of
America in effect from time to time.

"Governing Documents":  as to any Person, the certificate or articles of
incorporation and by-laws or other organizational or governing documents of
such Person.

"Governmental Authority":  any nation or government, any state or other
political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or
pertaining to government.

"Guarantee Obligation":  as to any Person (the "guaranteeing person"), any
obligation of (a) the guaranteeing person or (b) another Person (including,
without limitation, any bank under any letter of credit) to induce the
creation of which the guaranteeing person has issued a reimbursement,
counterindemnity or similar obligation, in either case guaranteeing or in
effect guaranteeing any Indebtedness, leases, dividends or other obligations
(the "primary obligations") of any other third Person (the "primary obligor")
in any manner, whether directly or indirectly, including, without limitation,
any obligation of the guaranteeing person, whether or not contingent, (i) to
purchase any such primary obligation or any property constituting direct or
indirect security therefor, (ii) to advance or supply funds (1) for the
purchase or payment of any such primary obligation or (2) to maintain working
capital or equity capital of the primary obligor or otherwise to maintain the
net worth or solvency of the primary obligor, (iii) to purchase property,
securities or services primarily for the purpose of assuring the owner of any
such primary obligation of the ability of the primary obligor to make payment
of such primary obligation or (iv) otherwise to assure or hold harmless the
owner of any such primary obligation against loss in respect thereof;
provided, however, that the term Guarantee Obligation shall not include
endorsements of instruments for deposit or collection in the ordinary course
of business.  The amount of any Guarantee Obligation of any guaranteeing
person shall be deemed to be the lower of (a) an amount equal to the stated
or determinable amount of the primary obligation in respect of which such
Guarantee Obligation is made and (b) the maximum amount for which such
guaranteeing person may be liable pursuant to the terms of the instrument
embodying such Guarantee Obligation, unless such primary obligation and the
maximum amount for which such guaranteeing person may be liable are not
stated or determinable, in which case the amount of such Guarantee Obligation
shall be such guaranteeing person's maximum reasonably anticipated
liability in respect thereof as determined by the Borrower in good faith.

"Hedging Agreements":  (a) Interest Rate Agreements and (b) any swap,
futures, forward or option agreements or other agreements or arrangements
designed to limit or eliminate the risk and/or exposure of a Person to
fluctuations in currency exchange rates.

"Hedging Banks":  any Bank or any of its subsidiaries or affiliates which
from time to time enter into Hedging Agreements with the Borrower or any of
its Subsidiaries.

"Indebtedness":  of any Person at any date, without duplication, (a) the
principal amount of all indebtedness of such Person for borrowed money or for
the deferred purchase price of property or services (other than current trade
liabilities incurred in the ordinary course of business and payable in
accordance with customary practices), (b) the principal amount of any other
indebtedness of such Person which is evidenced by a note, bond, debenture or
similar instrument, (c) the portion of all obligations of such Person under
Financing Leases which must be capitalized in accordance with GAAP, (d) the
principal or stated amount of all obligations of such Person in respect of
letters of credit, banker's acceptances or similar obligations issued or
created for the account of such Person, (e) all liabilities arising under
Hedging Agreements of such Person, (f) the principal or stated amount of all
Guarantee Obligations of such Person (other than guarantees by the Borrower
or any Subsidiary in respect of current trade liabilities of the Borrower or
any Subsidiary incurred in the ordinary course of business and payable in
accordance with customary terms), and (g) the principal amount of all
liabilities secured by any Lien on any property owned by such Person even
though such Person has not assumed or otherwise become liable for the payment
thereof.

"Insolvency":  with respect to any Multiemployer Plan, the condition that
such Plan is insolvent within the meaning of Section 4245 of ERISA.

"Insolvent":  pertaining to a condition of Insolvency.

"Interest Payment Date":  (a) as to any ABR Loan, the last day of each March,
June, September and December, (b) as to any Committed Rate Eurocurrency Loan
having an Interest Period of three months or less, the last day of such
Interest Period and (c) as to any Committed Rate Eurocurrency Loan having an
Interest Period longer than three months, each day which is three months
after the first day of such Interest Period and the last day of such Interest
Period.

"Interest Period":  with respect to any Committed Rate Eurocurrency Loan: (i)
initially, the period commencing on the borrowing or conversion date, as the
case may be, with respect to such Committed Rate Eurocurrency Loan and ending
one, two, three or six months thereafter, as selected by the Borrower in its
Notice of Borrowing or Notice of Conversion, as the case may be, given with
respect thereto; and (ii) thereafter, each period commencing on the last day
of the next preceding Interest Period applicable to such Committed Rate
Eurocurrency Loan and ending one, two or three months thereafter, as selected
by the Borrower by a Notice of Continuation with respect thereto; provided
that all of the foregoing provisions relating to Interest Periods are subject
to the following:

     (1) if any Interest Period would otherwise end on a day that is not a
Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless the result of such extension would be to carry such
Interest Period into another calendar month in which event such Interest
Period shall end on the immediately preceding Business Day;

     (2) any Interest Period that would otherwise extend beyond the
Termination Date shall end on the Termination Date; and

     (3) any Interest Period 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 a calendar month.

"Interest Rate Agreement":  any interest rate protection agreement, interest
rate future, interest rate option, interest rate swap, interest rate cap or
other interest rate hedge or arrangement under which the Borrower is a party
or a beneficiary.

"Lien":  any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge or other security
interest or any preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including, without
limitation, any conditional sale or other title retention agreement and any
Financing Lease having substantially the same economic effect as any of the
foregoing).

"Loan Parties":  the Borrower and each Subsidiary of the Borrower which is a
party to a Credit Document.

"London Banking Day": any day on which banks in London are open for general
banking business, including dealings in foreign currency and exchange.

"Material Adverse Effect":  a material adverse effect on (a) the business,
operations, property, condition (financial or otherwise) or prospects of the
Borrower and its Subsidiaries taken as a whole, (b) the ability of the
Borrower to perform its obligations under this Agreement or other Credit
Documents or (c) the validity or enforceability of this Agreement or any of
the other Credit Documents or the rights or remedies of the Administrative
Agent, or the Banks hereunder or thereunder.

"Materials of Environmental Concern":  any gasoline or petroleum (including
crude oil or any fraction thereof) or petroleum products or any hazardous or
toxic substances, materials or wastes, defined or regulated as such in or
under any Environmental Law, including, without limitation, asbestos,
polychlorinated biphenyls and urea-formaldehyde insulation.

"Moody/s":  Moody/s Investors Service, Inc.

"MSSF": means Morgan Stanley Senior Funding, Inc.

"Multiemployer Plan":  a Plan which is a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

"Net Cash Proceeds" means, with respect to any sale, transfer or other
disposition relating to a securitization of assets or the incurrence or
issuance of any Indebtedness for borrowed money or the sale or issuance
through a private placement or public offering of any Capital Stock by any
Person, the aggregate amount of cash received from time to time (whether as
initial consideration or through payment or disposition of deferred
consideration) by or on behalf of such Person in connection with such
transaction after deducting therefrom only (without duplication) (a)
reasonable and customary brokerage commissions, underwriting fees and
discounts, legal fees, finder's fees and other similar fees and commissions,
(b) the amount of taxes payable in connection with or as a result of such
transaction and (c) the amount of any Indebtedness secured by a Lien on such
asset that, by the terms of the agreement or instrument governing such
Indebtedness, is required to be repaid upon such disposition, in each case to
the extent, but only to the extent, that the amounts so deducted are, at the
time of receipt of such cash, actually paid to a Person that is not an
Affiliate of such Person or any Loan Party or any Affiliate of any Loan Party
and are properly attributable to such transaction or to the asset that is the
subject thereof; provided, however, that in the case of taxes that are
deductible under clause (b) above but for the fact that, at the time of
receipt of such cash, such taxes have not been actually paid or are not then
payable, such Loan Party or such Subsidiary may deduct an amount (the
"Reserved Amount") equal to the amount reserved in accordance with GAAP for
such Loan Party's or such Subsidiary's reasonable estimate of such taxes,
other than taxes for which such Loan Party or such Subsidiary is indemnified;
provided further, however, that, at the time such taxes are paid, an amount
equal to the amount, if any, by which the Reserved Amount for such taxes
exceeds the amount of such taxes actually paid shall constitute "Net Cash
Proceeds" of the type for which such taxes were reserved for all purposes
hereunder.

"1995 Credit Agreement":  the Second Amended and Restated Credit Agreement,
dated as of August 16, 1995, as amended, among the Borrower, the other
borrowers named therein, The Chase Manhattan Bank, as administrative agent,
and others.

"1998 Private Placement Notes":  the 6.45% Senior Secured Notes due 2003
issued by the Company in an aggregate principal amount equal to $250,000,000.

"Non-Excluded Taxes":  as defined in subsection 5.6.

"Notice of Borrowing":  with respect to a Committed Rate Loan of any Type, a
notice from the Borrower in respect of such Committed Rate Loan, containing
the information in respect of such Committed Rate Loan and delivered to the
Person, in the manner and by the time specified for a Notice of Borrowing and
such Type of Committed Rate Loan in the Administrative Schedule.

"Notice of Continuation":  with respect to a Committed Rate Eurocurrency
Loan, a notice from the Borrower in respect of such Committed Rate Loan,
containing the information in respect of such Committed Rate Loan and
delivered to the Person, in the manner and by the time specified for a Notice
of Continuation in the Administrative Schedule.

"Notice of Conversion":  with respect to a Committed Rate Loan which the
Borrower wishes to convert from a Committed Rate Eurocurrency Loan to an ABR
Loan, or from an ABR Loan to a Committed Rate Eurocurrency Loan, as the case
may be, a notice from the Borrower setting forth the amount of such Loan to
be converted, the date of such conversion and, in the case of conversions of
ABR Loans to Committed Rate Eurocurrency Loans, the length of the initial
Interest Period applicable thereto.  Each Notice of Conversion shall be
delivered to the Administrative Agent at its address set forth in subsection
11.2 and shall be delivered before 12:00 Noon, New York City time, on the
Business Day of the requested conversion in the case of conversions to ABR
Loans, and before 12:00 Noon, New York City time, three Business Days before
the requested conversion in the case of conversions to Committed Rate
Eurocurrency Loans.

"Notice of Prepayment":  with respect to prepayment of any Committed Rate
Committed Rate Loan of any Type, a notice from the Borrower in respect of
such Committed Rate Loan, containing the information in respect of such
prepayment and delivered to the Person, in the manner and by the time
specified for a Notice of Prepayment and such Type of Committed Rate Loan in
the Administrative Schedule.

"Objecting Bank":  as defined in subsection 11.1(d).

"Participant":  as defined in subsection 11.6(b).

"Payment Office":  for each Type of Committed Rate Loan, the Payment Office
set forth in respect thereof in the Administrative Schedule.

"Payment Time":  for each Type of Committed Rate Loan, the Payment Time set
forth in respect thereof in the Administrative Schedule.

"PBGC":  the Pension Benefit Guaranty Corporation established pursuant to
Subtitle A of Title IV of ERISA.

"Person":  an individual, partnership, corporation, business trust, joint
stock

Borrower, trust, unincorporated association, joint venture, Governmental
Authority or other entity of whatever nature.

"Plan":  at a particular time, any employee benefit plan which is covered by
ERISA and in respect of which the Borrower or a Commonly Controlled Entity is
(or, if such plan were terminated at such time, would under Section 4069 of
ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

"Properties":  as defined in subsection 5.19(a).

"Ratings":  the actual or implied senior unsecured non-credit enhanced debt
ratings of the Borrower in effect from time to time by Moody's or S&P, as the
case may be, the bank debt rating of the Borrower in effect from time to time
by Moody's or the corporate credit rating of the Borrower in effect from time
to time by S&P.

"Register":  as defined in subsection 11.6(d).

"Regulation U":  Regulation U of the Board as in effect from time to time.

"Reorganization":  with respect to any Multiemployer Plan, the condition that
such plan is in reorganization within the meaning of Section 4241 of ERISA.

"Replacement Bank":  a bank or financial institution that assumes certain
Commitments and obligations and purchases certain Loans and rights pursuant
to subsection 4.7(b) or 11.1(d).

"Reportable Event":  any of the events set forth in Section 4043(c) of ERISA,
other than those events as to which the thirty day notice period is waived
under subsections .13,.14, .16, .18, .19 or .20 of PBGC Reg. ' 2615.

"Required Banks":  at any time, Banks holding an aggregate outstanding
principal amount of Committed Rate Loans in excess of 50% the aggregate
principal amount of all Committed Rate Loans then outstanding.

"Requirement of Law":  as to any Person, the Governing Documents of such
Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case
applicable to or binding upon such Person or any of its property or to which
such Person or any of its property is subject.

"Responsible Officer":  as to any Person, the chief executive officer, the
chairman of the board, the president, the chief financial officer, the chief
accounting officer, any executive or senior vice president or the treasurer
of such Person.

"Rights Agreement":  the Rights Agreement, dated as of March 2, 1988, between
the Borrower and Chase, as successor by merger to Manufacturers Hanover Trust
Company, as rights agent, as amended, supplemented or otherwise modified from
time to time.

"S&P":  Standard & Poor's Ratings Group.

"Schedule Amendment":  each Schedule Amendment, substantially in the form of
Exhibit A, executed and delivered pursuant to subsection 12.1.

"Senior Bank Facilities":  the 1995 Credit Agreement and the 2000 Credit
Agreement, including refinancings thereof.

"Single Employer Plan":  any Plan which is covered by Title IV of ERISA, but
which is not a Multiemployer Plan.

"Subsidiary":  as to any Person, a corporation, partnership or other entity
of which shares of stock or other ownership interests having ordinary voting
power (other than stock or such other ownership interests having such power
only by reason of the happening of a contingency) to elect a majority of the
board of directors or other managers of such corporation, partnership or
other entity are at the time owned, or the management of which is otherwise
controlled, directly or indirectly through one or more intermediaries, or
both, by such Person.  Unless otherwise qualified, all references to a

"Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a
Subsidiary or Subsidiaries of the Borrower.

"Subsidiary Guarantee":  each Subsidiary Guarantee, substantially in the form
of Exhibit C with such changes as shall be approved by the Administrative
Agent, to be executed and delivered from time to time in accordance with this
Agreement by any Domestic Subsidiary that accounts for more than 5% of Total
Assets at any date, in each case, as the same may be amended, supplemented or
otherwise modified from time to time.

"Subsidiary Guarantor":  each Subsidiary of the Borrower that executes and
delivers a Subsidiary Guarantee in accordance with this Agreement.

"Target Operating Day":  any day that is not (a) a Saturday or Sunday, (b)
Christmas Day or New Year's Day or (c) any other day on which the Trans-
European Real-time Gross Settlement Operating System (or any successor
settlement system) is not operating (as determined by the Administrative
Agent).

"Termination Date":  March 19, 2001, as such date may be extended pursuant to
Section 4.11.

"Total Assets":  at a particular date, the assets of the Borrower and its
Subsidiaries, determined on a consolidated basis in accordance with GAAP.

"Tranche":  the collective reference to Committed Rate Eurocurrency Loans the
then current Interest Periods with respect to all of which begin on the same
date and end on the same later date (whether or not such Committed Rate Loans
shall originally have been made on the same day).

"Transferee":  as defined in subsection 11.6(f).

"2000 Credit Agreement":  the Amended and Restated 364 Day Credit Agreement
dated as of March 26, 2000, as amended, among the Borrower, the other
borrowers named therein and The Chase Manhattan Bank, as administrative agent
and others.

"Type":  in respect of any Committed Rate Loan, its character as a Committed
Rate ABR Loan or Committed Rate Eurocurrency Loan, as the case may be.

"Wyle":  Wyle Electronics, a California corporation.

     1.2 Other Definitional Provisions.  Unless otherwise specified therein,
all terms defined in this Agreement shall have the defined meanings when used
in any certificate or other document made or delivered pursuant hereto.

         (b) As used herein and in any certificate or other document made or
delivered pursuant hereto, accounting terms relating to the Borrower and its
Subsidiaries not defined in subsection 1.1 and accounting terms partly
defined in subsection 1.1, to the extent not defined, shall have the
respective meanings given to them under GAAP.

         (c) The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section,
subsection, Schedule and Exhibit references are to this Agreement unless
otherwise specified.

         (d) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

         (e) The phrases "to the knowledge of the Borrower" and "of which any
Subsidiary is aware" and phrases of similar import when used in this
Agreement shall mean to the actual knowledge of a Responsible Officer of the
Borrower or any such Subsidiary, as the case may be.

     1.3 Accounting Determinations.  Unless otherwise specified herein, all
accounting determinations for purposes of calculating or determining
compliance with the terms found in subsection 1.1 or the standards and
covenants found in subsection 8.1 and otherwise to be made under this
Agreement shall be made in accordance with GAAP applied on a basis consistent
in all material respects with that used in preparing the financial statements
referred to in subsection 5.1.  If GAAP shall change from the basis used in
preparing such financial statements, the certificates required to be
delivered pursuant to subsection 7.2 demonstrating compliance with the
covenants contained herein shall set forth calculations setting forth the
adjustments necessary to demonstrate how the Borrower is in compliance with
the financial covenants based upon GAAP as in effect on the Closing Date.

SECTION 2. THE COMMITTED RATE LOANS

     2.1 Committed Rate Loans.  Subject to the terms and conditions hereof,
each Bank severally agrees to make a single loan (a "Committed Rate Loan") to
the Borrower on the Closing Date in an amount not to exceed such Bank's
Commitment at such time.  Amounts borrowed under this Section 2.01 and repaid
or prepaid may not be reborrowed.

     2.2 Procedure for Committed Rate Loan Borrowing.  The Borrower may
request the Banks to make Committed Rate Loans on the Closing Date by
delivering a Notice of Borrowing.  Upon receipt of the Notice of Borrowing
from the Borrower, the Administrative Agent shall promptly notify each Bank
of receipt of the Notice of Borrowing and of such Bank's Commitment
Percentage of the Committed Rate Loans to be made pursuant thereto.  Subject
to the terms and conditions hereof, each Bank will make its Commitment
Percentage of such borrowing available to the Administrative Agent for the
account of the Borrower at the Funding Office, and at or prior to the Funding
Time, in funds immediately available to the Administrative Agent.  The
amounts made available by each Bank will then be made available to the
Borrower at the Funding Office, in like funds as received by the
Administrative Agent.

     2.3 Repayment of Committed Rate Loans; Evidence of Debt.  The Borrower
hereby unconditionally promises to pay to the Administrative Agent for the
account of each Bank on the Termination Date (or such earlier date on which
the Committed Rate Loans become due and payable pursuant to Section 9), the
then unpaid principal amount of each Committed Rate Loan made by such Bank to
the Borrower.  The Borrower hereby further agrees to pay interest on the
unpaid principal amount of the Committed Rate Loans made to the Borrower from
time to time outstanding from the date hereof until payment in full thereof
at the rates per annum, and on the dates, set forth in subsection 2.8. (b)
Each Bank shall maintain in accordance with its usual practice an account or
accounts evidencing indebtedness of the Borrower to such Bank resulting from
each Committed Rate Loan of such Bank from time to time, including the
amounts of principal and interest payable and paid to such Bank from time to
time under this Agreement.

       (c) The Administrative Agent shall maintain the Register pursuant to
subsection 11.6(d), and a subaccount therein for each Bank, in which shall be
recorded (i) the amount of each Committed Rate Loan made hereunder and each
Interest Period (if any) applicable thereto, (ii) the amount of any principal
or interest due and payable or to become due and payable from the Borrower to
each Bank under a Committed Rate Loan and (iii) the amount of any sum
received by the Administrative Agent from the Borrower in respect of
Committed Rate Loans, and the amount of each Bank's share thereof.

       (d) The entries made in the Register and the accounts of each Bank
maintained pursuant to subsection 2.3(b) shall, to the extent permitted by
applicable law, be prima facie evidence of the existence and amounts of the
obligations of the Borrower therein recorded; provided, however, that the
failure of any Bank or the Administrative Agent to maintain the Register or
any such account, or any error therein, shall not in any manner affect the
obligation of the Borrower to repay (with applicable interest) the Committed
Rate Loan made to the Borrower by such Bank in accordance with the terms of
this Agreement.

2.4 Termination or Reduction of Commitments.  At the close of business on the
Closing Date, the Commitments shall be automatically and permanently reduced
to zero.

2.5 Prepayments.

     (a)  Optional.  By giving a Notice of Prepayment, the Borrower may, at
any time and from time to time, prepay the Committed Rate Loans made to the
Borrower, in whole or in part, without premium or penalty (except as provided
in subsection 4.8).  Upon receipt of any such notice the Administrative Agent
shall promptly notify each Bank thereof.  If any such notice is given, the
amount specified in such notice shall be due and payable on the date
specified therein, together with any amounts payable pursuant to subsection
4.8.  Partial prepayments shall be in an aggregate principal amount of
$1,000,000 or a whole multiple of $500,000 in excess thereof.

     (b)  Mandatory.  The Borrower shall, on the date of receipt of the Net
Cash Proceeds by the Borrower or any of its Subsidiaries from (i) the sale,
transfer or other disposition relating to the securitization of any assets of
the Borrower or any of its Subsidiaries, (ii) the issuance through a private
placement or public offering after the Closing Date by the Borrower or any of
its Subsidiaries of any Capital Stock or (iii) the incurrence or issuance
after the Closing Date by the Borrower or any of its Subsidiaries of any
Indebtedness for borrowed money, prepay an aggregate principal amount of the
Committed Rate Loans in an amount equal to the amount of such Net Cash
Proceeds; provided, however, that the Borrower shall only be required to make
such prepayments in respect of (a) any sale, transfer or disposition relating
to securitization of assets and (b) any refinancing through a senior bank
credit facility of Indebtedness under the 1995 Credit Agreement or the 2000
Credit Agreement occurring after the Closing Date to the extent the Net Cash
Proceeds therefrom exceed $1,500,000,000.

2.6 Conversion and Continuation Options.  By giving a Notice of Conversion,
the Borrower may elect from time to time (i) to convert the Borrower's
Committed Rate Eurocurrency Loans to ABR Loans or (ii) to convert such
Borrower's ABR Loans to Committed Rate Eurocurrency Loans.  Upon receipt of
any Notice of Conversion the Administrative Agent shall promptly notify each
Bank thereof.  All or any part of Committed Rate Eurocurrency Loans or ABR
Loans may be converted as provided herein, provided that (i) no ABR Loan may
be converted into a Committed Rate Eurocurrency Loan when any Event of
Default has occurred and is continuing and the Administrative Agent has or
the Required Banks have determined that such a conversion is not appropriate
and (ii) no ABR Loan may be converted into a Committed Rate Eurocurrency Loan
after the date that is one month prior to the Termination Date.

     (b) By giving a Notice of Continuation, the Borrower may continue any of
the Borrower's Committed Rate Eurocurrency Loans as Committed Rate
Eurocurrency Loans for additional Interest Periods.

     (c) If the Borrower shall fail to timely give a Notice of Continuation
or a Notice of Conversion in respect of any of the Borrower's Committed Rate
Eurocurrency Loans with respect to which an Interest Period is expiring, the
Borrower shall be deemed to have given a Notice of Continuation for an
Interest Period of one month.

2.7 Minimum Amounts of Tranches.  All conversions and continuations of
Committed Rate Loans and all selections of Interest Periods shall be in such
amounts and be made pursuant to such elections so that, after giving effect
thereto, the aggregate principal amount of the Committed Rate Loans
comprising each Tranche shall be not less than $2,000,000.

2.8 Interest Rates and Payment Dates for Committed Rate Loans.  Each
Committed Rate Eurocurrency Loan shall bear interest for each day during each
Interest Period with respect thereto at a rate per annum equal to the
Eurocurrency Rate for such Interest Period plus the Applicable Margin on each
such day.

     (b) Each Committed Rate ABR Loan shall bear interest at a rate per annum
equal to the ABR.

     (c) If all or a portion of (i) the principal amount of any Committed
Rate Loan or (ii) any interest payable thereon shall not be paid when due
(whether at the stated maturity, by acceleration or otherwise), such overdue
amount shall bear interest at a rate per annum which is (x) in the case of
overdue principal, the rate that would otherwise be applicable thereto
pursuant to the foregoing provisions of this subsection plus 2% or (y) in the
case of overdue interest, the rate described in paragraph (b) of this
subsection plus 2%, in each case from the date of such non-payment until such
amount is paid in full (as well after as before judgment).

     (d) Interest on Committed Rate Loans shall be payable in arrears on each
Interest Payment Date; provided, that interest accruing pursuant to paragraph
(c) of this subsection shall be payable from time to time on demand.

     (e) To the extent the Borrower refinances the Indebtedness under the
1995 Credit Agreement or the 2000 Credit Agreement and such refinancing
results in the applicable margin in respect of the eurocurrency rate loans
made thereunder to be more favorable to the Borrower than the Applicable
Margin under this Agreement, the Administrative Agent, on behalf of itself
and the Banks shall, within ten Business Days after notice of such change has
been given to it by the Borrower, agree to an amendment to this Agreement
incorporating such more favorable applicable margin.

2.9 Inability to Determine Interest Rate.  If on or prior to the date on
which the Eurocurrency Rate is determined for any Interest Period in respect
of any Committed Rate Eurocurrency Loan:

     (a) the Administrative Agent shall have determined (which determination
shall be conclusive absent manifest error) that, by reason of circumstances
affecting the relevant market generally, adequate and reasonable means do not
exist for ascertaining the Eurocurrency Rate for such affected Interest
Period, or

     (b) the Administrative Agent shall have received notice from Banks
having Commitments comprising at least 25% of the aggregate amount of the
Commitments that the Eurocurrency Rate determined or to be determined for
such affected Interest Period will not adequately and fairly reflect the cost
to such Banks (as conclusively certified by such Banks) of making or
maintaining their affected Committed Rate Loans during such affected Interest
Period, the Administrative Agent shall give telecopy or telephonic notice
thereof to the Borrower and the Banks as soon as practicable thereafter.  If
such notice is given (x) any Committed Rate Eurocurrency Loans requested to
be made on the first day of such affected Interest Period shall be made as
ABR Loans, (y) any Committed Rate Loans that were to have been converted on
the first day of such affected Interest Period from ABR Loans to Committed
Rate Eurocurrency Loans shall be continued as ABR Loans and (z) any Committed
Rate Eurocurrency Loans that were to have been continued as such shall be
converted, on the first day of such Interest Period, to ABR Loans.  Until
such notice has been withdrawn by the Administrative Agent, no further
Committed Rate Eurocurrency Loans shall be made, converted to or continued as
such.

SECTION 3. [INTENTIONALLY OMITTED]

SECTION 4. CERTAIN PROVISIONS APPLICABLE TO THE COMMITTED RATE LOANS

4.1 Fees; Other Payments.  The Borrower agrees to pay to the Administrative
Agent, for its own account and for the account of the Arranger, the fees in
the amounts and on the dates agreed to by such parties in writing prior to
the date of this Agreement.

4.2 Computation of Interest.  Whenever it is calculated on the basis of the
Prime Rate, interest shall be calculated on the basis of a 365- (or 366-, as
the case may be) day year for the actual days elapsed; and, otherwise,
interest shall be calculated on the basis of a 360-day year for the actual
days elapsed.  The Administrative Agent shall as soon as practicable notify
the Borrower and the Banks of each determination of a Eurocurrency Rate.  Any
change in the ABR due to a change in the Prime Rate, the Base CD Rate or the
Federal Funds Effective Rate shall be effective as of the opening of business
on the effective day of such change in the Prime Rate, the Base CD Rate or
the Federal Funds Effective Rate, respectively.  The Administrative Agent
shall as soon as practicable notify the Borrower and the Banks of the
effective date and the amount of each such change in interest rate.

     (b) Each determination of an interest rate by the Administrative Agent
pursuant to any provision of this Agreement shall be conclusive and binding
on the Borrower and the Banks in the absence of manifest error.

4.3 Pro Rata Treatment and Payments.  Each payment by the Borrower shall be
made pro rata according to the respective Commitment Percentages of the
Banks.  Each disbursement of Committed Rate Loans shall be made by the Banks
pro rata according to the respective Commitment Percentages of the Banks.
Each payment (including each prepayment) by the Borrower on account of
principal of and interest on any Committed Rate Loans shall be made pro rata
according to the respective principal amounts of the Committed Rate Loans of
the Borrower then due and owing to the Banks.  All payments (including
prepayments) to be made by the Borrower hereunder, whether on account of
principal, interest, fees or otherwise, shall be made without set off or
counterclaim.  All payments in respect of Committed Rate Loans shall be made
in immediately available funds at the Payment Office, and at or prior to the
Payment Time, for such Type of Committed Rate Loans, on the due date thereof.
The Administrative Agent shall distribute to the Banks any payments received
by the Administrative Agent promptly upon receipt in like funds as received.
If any payment hereunder becomes due and payable on a day other than a
Business Day, such payment shall be extended to the next succeeding Business
Day, and, with respect to payments of principal, interest thereon shall be
payable at the then applicable rate during such extension.

(b) Unless the Administrative Agent shall have been notified in writing by
any Bank prior to the Closing Date in respect of Committed Rate Loans that
such Bank will not make the amount that would constitute its Commitment
Percentage of such borrowing available to the Administrative Agent, the
Administrative Agent may assume that such Bank is making such amount
available to the Administrative Agent, and the Administrative Agent may, in
reliance upon such assumption, make available to the Borrower a corresponding
amount.  If such amount is not made available to the Administrative Agent by
the required time on the Closing Date therefor, such Bank shall pay to the
Administrative Agent, on demand, such amount with interest thereon at a rate
equal to the daily average Federal funds rate, as quoted by the
Administrative Agent, in each case for the period until such Bank makes such
amount immediately available to the Administrative Agent.  A certificate of
the Administrative Agent submitted to any Bank with respect to any amounts
owing under this subsection shall be conclusive in the absence of manifest
error.

4.4 Illegality.  Notwithstanding any other provision herein, if the adoption
of or any change in any Requirement of Law or in the interpretation thereof
by any Governmental Authority charged with the administration or
interpretation thereof shall make it unlawful for any Bank to make or
maintain Committed Rate Eurocurrency Loans to the Borrower, the commitment of
such Bank hereunder to make Committed Rate Eurocurrency Loans, continue
Committed Rate Eurocurrency Loans as such and convert Committed Rate Loans to
Eurocurrency Committed Rate Loans to the Borrower shall forthwith be canceled
to the extent necessary to remedy or prevent such illegality.  Nothing in
this subsection 4.4 shall affect the obligation of the Banks to make and
maintain ABR Loans to the Borrower, notwithstanding that a Requirement of Law
may make it unlawful to make and maintain Committed Rate Eurocurrency Loans
to the Borrower.

4.5 Requirements of Law.  If the adoption of or any change in any Requirement
of Law (other than the Certificate of Incorporation and By-Laws or other
organizational or governing documents of the Banks) or in the interpretation
or application thereof or compliance by any Bank with any request or
directive (whether or not having the force of law) from any central bank or
other Governmental Authority made subsequent to the date hereof:

        (i) shall subject any Bank or any corporation controlling such Bank
or from which such Bank obtains funding or credit to any tax of any kind
whatsoever with respect to this Agreement, or any Committed Rate Eurocurrency
Loan made by it, or change the basis of taxation of payments to such Bank or
such corporation in respect thereof (except for Non-Excluded Taxes covered by
subsection 4.6 (including taxes excluded under the first sentence of
subsection 4.6(a)) and changes in the rate of tax on the overall net income
of such Bank or such corporation);

       (ii) shall impose, modify or hold applicable any reserve, special
deposit, compulsory loan or similar requirement against assets held by,
deposits or other liabilities in or for the account of, advances, loans or
other extensions of credit by, or any other acquisition of funds by, any
office of such Bank or any corporation controlling such Bank or from which
such Bank obtains funding or credit which is not otherwise included in the
determination of the Eurocurrency Rate hereunder; or

      (iii) shall impose on such Bank or any corporation controlling such
Bank or from which such Bank obtains funding or credit any other condition;
and the result of any of the foregoing is to increase the cost to such Bank
or such corporation, by an amount which such Bank or such corporation deems
to be material, of making, converting into, continuing or maintaining
Committed Rate Eurocurrency Loans or to reduce any amount receivable
hereunder in respect thereof, then, in any such case, the Borrower shall
promptly pay such Bank, within five Business Days after its demand, any
additional amounts necessary to compensate such Bank for such increased cost
or reduced amount receivable, together with interest on each such amount from
the date due until payment in full at a rate per annum equal to the ABR plus
2%.  If any Bank becomes entitled to claim any additional amounts pursuant to
this subsection, it shall promptly notify the Borrower, through the
Administrative Agent, of the event by reason of which it has become so
entitled.  A certificate as to any additional amounts payable pursuant to
this subsection submitted by such Bank, through the Administrative Agent, to
the Borrower shall be conclusive in the absence of manifest error.  This
covenant shall survive the termination of this Agreement and the payment of
Committed Rate Loans and all other amounts payable hereunder.

     (b) If any Bank shall have determined that the adoption of or any change
in any Requirement of Law regarding capital adequacy or in the interpretation
or application thereof or compliance by such Bank or any corporation
controlling such Bank or from which such Bank obtains funding or credit with
any request or directive regarding capital adequacy (whether or not having
the force of law) from any Governmental Authority made subsequent to the date
hereof does or shall have the effect of reducing the rate of return on such
Bank's or such corporation's capital as a consequence of its obligations
hereunder to a level below that which such Bank or such corporation could
have achieved but for such change or compliance (taking into consideration
such Bank's or such corporation's policies with respect to capital adequacy)
by an amount deemed by such Bank to be material, then from time to time,
after submission by such Bank to the Borrower (with a copy to the
Administrative Agent) of a written request therefor (which written request
shall be conclusive in the absence of manifest error), the Borrower shall pay
to such Bank such additional amount or amounts as will compensate such Bank
for such reduction.

     (c) In addition to, and without duplication of, amounts which may become
payable from time to time pursuant to paragraphs (a) and (b) of this
subsection 4.5, the Borrower agrees to pay to each Bank which requests
compensation under this paragraph (c) by notice to the Borrower, on the last
day of each Interest Period with respect to any Committed Rate Eurocurrency
Loan made by such Bank to the Borrower, at any time when such Bank shall be
required to maintain reserves against "Eurocurrency liabilities" under
Regulation D of the Board (or, at any time when such Bank may be required by
the Board or by any other Governmental Authority, whether within the United
States or in another relevant jurisdiction, to maintain reserves against any
other category of liabilities which includes deposits by reference to which
the Eurocurrency Rate is determined as provided in this Agreement or against
any category of extensions of credit or other assets of such Bank which
includes any such Committed Rate Eurocurrency Loans), an additional amount
(determined by such Bank's calculation or, if an accurate calculation is
impracticable, reasonable estimate using such reasonable means of allocation
as such Bank shall determine) equal to the actual costs, if any, incurred by
such Bank during such Interest Period as a result of the applicability of the
foregoing reserves to such Committed Rate Eurocurrency Loans.

     (d) A certificate of each Bank setting forth such amount or amounts as
shall be necessary to compensate such Bank as specified in paragraph (a), (b)
or (c) above, as the case may be, and setting forth in reasonable detail an
explanation of the basis of requesting such compensation in accordance with
paragraph (a) or (b) above, including calculations in detail comparable to
the detail set forth in certificates delivered to such Bank in similar
circumstances under comparable provisions of other comparable credit
agreements, shall be delivered to the Borrower and shall be conclusive absent
manifest error.  The Borrower shall pay each Bank the amount shown as due on
any such certificate delivered to it within 10 days after its receipt of the
same.

     (e) The agreements in this subsection shall survive the termination of
this Agreement and the payment of the Loans and all other amounts payable
hereunder.

 4.6 Taxes.  All payments made by the Borrower under this Agreement shall be
made free and clear of, and without deduction or withholding for or on
account of, any present or future income, stamp or other taxes, levies,
imposts, duties, charges, fees, deductions or withholdings, now or hereafter
imposed, levied, collected, withheld or assessed by any Governmental
Authority, excluding, in the case of the Administrative Agent and each Bank,
(i) net income taxes, capital taxes, doing business taxes and franchise taxes
imposed on the Administrative Agent or such Bank, as the case may be, as a
result of a present or former connection between the jurisdiction of the
government or taxing authority imposing such tax and the Administrative Agent
or such Bank (excluding a connection arising solely from the Administrative
Agent or such Bank having executed, delivered or performed its obligations or
received a payment under, or enforced, this Agreement) or any political
subdivision or taxing authority thereof or therein, (ii) taxes required to be
withheld because of a failure to deliver any certificate described in this
subsection 4.6 for any reason and (iii) any and all withholding taxes payable
with respect to payments under this Agreement made by the Borrower other than
any such withholding taxes imposed as a result of any change in or amendment
to the laws of such jurisdiction affecting taxation (including any regulation
or ruling proposed or promulgated by a taxing authority thereof and any
treaty provisions) or any change in the official application, enforcement or
interpretation of such laws, regulations, rulings or treaties or any other
action taken by a taxing authority or a court of competent jurisdiction,
which change, amendment, application, enforcement, interpretation or action
becomes effective after the date hereof (all such non-excluded taxes, levies,
imposts, duties, charges, fees, deductions and withholdings being hereinafter
called "Non-Excluded Taxes").  If any Non-Excluded Taxes are required to be
withheld from any amounts payable to the Administrative Agent or any Bank
hereunder, the amounts so payable to the Administrative Agent or such Bank
shall be increased to the extent necessary to yield to the Administrative
Agent or such Bank (after payment of all Non-Excluded Taxes) interest or any
such other amounts payable hereunder at the rates or in the amounts specified
in this Agreement.  Whenever any Non-Excluded Taxes are payable by the
Borrower, as promptly as possible thereafter the Borrower shall send to the
Administrative Agent for its own account or for the account of such Bank, as
the case may be, a certified copy of an original official receipt received by
the Borrower showing payment thereof.  If the Borrower fails to pay any Non-
Excluded Taxes when due to the appropriate taxing authority or fails to remit
to the Administrative Agent the required receipts or other required
documentary evidence, the Borrower shall indemnify the Administrative Agent
and such Bank for any incremental taxes, interest or penalties that may
become payable by the Administrative Agent or such Bank as a result of any
such failure.  The agreements in this subsection 4.6(a) shall survive the
termination of this Agreement and the payment of the Committed Rate Loans and
all other amounts payable hereunder.

     (b) (i)  Each Bank (including each Assignee) that is not incorporated
under the laws of the United States of America or a state thereof agrees that
it will deliver to the Borrower and the Administrative Agent concurrently
with the delivery of this Agreement (or, in the case of any Assignee,
concurrently with the delivery of an Assignment and Acceptance) two duly
completed copies of (x) United States Internal Revenue Service Form W-8BEN or
W-8ECI or successor applicable form, as the case may be, and (y) an Internal
Revenue Service Form W-8BEN or W-9 or successor applicable form, as the case
may be.  Each such Bank also agrees to deliver to the Borrower and the
Administrative Agent two further copies of the said Form W-8BEN or W-8ECI and
Form W-8BEN or W-9, or successor applicable forms or other manner of
certification, as the case may be, on or before the date that any such form
expires or becomes obsolete or after the occurrence of any event (including,
without limitation, a change in such Bank's lending office) requiring a
change in the most recent form previously delivered by it to the Borrower and
the Administrative Agent, and such extensions or renewals thereof as may
reasonably be requested by the Borrower or the Administrative Agent, unless
in any such case an event (including, without limitation, any change in
treaty, law or regulation) has occurred prior to the date on which any such
delivery would otherwise be required which renders all such forms
inapplicable or which would prevent such Bank from duly completing and
delivering any such form with respect to it and such Bank so advises the
Borrower and the Administrative Agent.  Such Bank shall certify (x) in the
case of a Form W-8BEN or W-8ECI, that it is entitled to receive payments
under this Agreement without deduction or withholding of any United States
federal income taxes and (y) in the case of a Form W-8BEN or W-9, that it is
entitled to an exemption from United States backup withholding tax.

        (ii) Upon the written request of the Borrower, each Bank promptly
will provide to the Borrower and to the Administrative Agent, or file with
the relevant taxing authority (with a copy to the Administrative Agent) such
form, certification or similar documentation (each duly completed, accurate
and signed) as is required by the relevant jurisdiction in order to obtain an
exemption from, or reduced rate of Non-Excluded Taxes to which such Bank or
the Administrative Agent is entitled pursuant to an applicable tax treaty or
the law of the relevant jurisdiction; provided, however, such Bank will not
be required to (x) disclose information which in its reasonable judgment it
deems confidential or proprietary or (y) incur a cost if such cost would, in
its reasonable judgment, be substantial in comparison to the cost of the
Borrower under this subsection 4.6 of such Bank's failure to provide such
form, certification or similar documentation.  Such Bank shall certify in the
case of any such form, certification or similar documentation so provided (to
the extent it may accurately and properly do so) that it is entitled to
receive payments under this Agreement without deduction or withholding, or at
a reduced rate of deduction or withholding of Non-Excluded Taxes.

       (iii) A Bank shall be required to furnish a form under this paragraph
(b) only if it is entitled to claim an exemption from or a reduced rate of
withholding under applicable law.  A Bank that is not entitled to claim an
exemption from or a reduced rate of withholding under applicable law,
promptly upon written request of the Borrower, shall inform the Borrower in
writing. (c) If any Bank is, in its sole opinion, able to apply for any tax
credit, tax deduction or other reduction in tax (a "Tax Benefit") by reason
of any increased amount paid by the Borrower under this subsection 4.6, such
Bank will use reasonable efforts to obtain such Tax Benefit and, upon receipt
thereof will pay to the Borrower such amount, not exceeding the increased
amount paid by the Borrower, as it considers, in its sole opinion, to be
equal to the net after-tax value to such Bank of the Tax Benefit or such part
thereof allocable to such withholding or deduction, having regard to all of
such Bank's dealings giving rise to similar credits and to the cost of
obtaining the same, less any and all expenses incurred by such Bank in
obtaining such Tax Benefit (including any and all professional fees incurred
therewith); provided, however, that (i) no Bank shall be obligated by this
subsection 4.6 to disclose to the Borrower any information regarding its tax
affairs or computations, (ii) nothing in this subsection 4.6 shall interfere
with the right of each Bank to arrange its tax affairs as it deems
appropriate and (iii) nothing in this subsection 4.6 shall impose an
obligation on a Bank to obtain any Tax Benefit if, in such Bank's sole
opinion, to do so would (x) impose undue hardships, burdens or expenditures
on such Bank or (y) increase such Bank's exposure to taxation by the
jurisdiction in question.

4.7 Borrower's Options upon Claims for Increased Costs and Taxes.  In the
event that any Affected Bank shall decline to make Committed Rate
Eurocurrency Loans pursuant to subsection 4.4 or shall have notified the
Borrower that it is entitled to claim compensation pursuant to subsection 4.5
or 4.6, the Borrower may exercise any one or both of the following options:

     (a) The Borrower may request one or more of the Banks which are not
Affected Banks to take over all (but not part) of any Affected Banks' then
outstanding Committed Rate Loans and to assume all (but not part) of any
Affected Bank's Commitments, if any. If one or more Banks shall so agree in
writing (collectively, the "Assenting Banks"; individually, an "Assenting
Bank") with respect to an Affected Bank, (i) the Commitments, if any, of each
Assenting Bank and the obligations of such Assenting Bank under this
Agreement shall be increased by its respective Allocable Share of the
Commitments, if any, and of the obligations of such Affected Bank under this
Agreement and (ii) each Assenting Bank shall make Committed Rate Loans to the
Borrower, according to such Assenting Bank's respective Allocable Share, in
an aggregate principal amount equal to the outstanding principal amount of
the Committed Rate Loans and of such Affected Bank, on a date mutually
acceptable to the Assenting Banks, such Affected Bank and the Borrower.  The
proceeds of such Committed Rate Loans, together with funds of the Borrower,
shall be used to prepay the Committed Rate Loans, together with all interest
accrued thereon and all other amounts owing to such Affected Bank hereunder
(including any amounts payable pursuant to subsection 4.8 in connection with
such prepayment), and, upon such assumption by the Assenting Bank and
prepayment by the Borrower, such Affected Bank shall cease to be a "Bank" for
purposes of this Agreement and shall no longer have any obligations or rights
hereunder (other than any obligations or rights which according to this
Agreement shall survive the termination of this Agreement).

     (b) The Borrower may designate a Replacement Bank to assume the
Commitments, if any, and the obligations of any such Affected Bank hereunder,
and to purchase the Committed Rate Loans of such Affected Bank and such
Affected Bank's rights hereunder and with respect thereto, without recourse
upon, or warranty by, or expense to, such Affected Bank (unless such Affected
Bank agrees otherwise), for a purchase price equal to the outstanding
principal amount of the Committed Rate Loans of such Affected Bank plus (i)
all interest accrued and unpaid thereon and all other amounts owing to such
Affected Bank hereunder and (ii) any amount which would be payable to such
Affected Bank pursuant to subsection 4.8, and upon such assumption and
purchase by the Replacement Bank, such Replacement Bank, if it is not already
a Bank, shall be deemed to be a "Bank" for purposes of this Agreement and
such Affected Bank shall cease to be a "Bank" for purposes of this Agreement
and shall no longer have any obligations or rights hereunder (other than any
obligations or rights which according to this Agreement shall survive the
termination of this Agreement).

4.8 Indemnity.  The Borrower agrees to indemnify each Bank and to hold each
Bank harmless from any loss or expense (but excluding any lost profits) which
such Bank may sustain or incur as a consequence of (a) default by the
Borrower in payment when due of the principal amount of or interest on any
Committed Rate Eurocurrency Loan, (b) default by the Borrower in making a
borrowing of, conversion into or continuation of Committed Rate Eurocurrency
Loans after the Borrower has given a notice requesting the same in accordance
with the provisions of this Agreement, (c) default by the Borrower in making
any prepayment of Committed Rate Eurocurrency Loans after the Borrower has
given a notice thereof in accordance with the provisions of this Agreement or
(d) the making of a prepayment or conversion of Committed Rate Eurocurrency
Loans on a day which is not the last day of an Interest Period with respect
thereto including, without limitation, in each case, any such loss or expense
arising from the, reemployment or repayment of funds obtained by such Bank or
from fees payable to terminate the deposits from which such funds were
obtained.  This covenant shall survive the termination of this Agreement and
the payment of the Committed Rate Loans and all other amounts payable
hereunder.

4.9 Determinations.  In making the determinations contemplated by subsections
4.5, 4.6 and 4.8, each Bank may make such estimates, assumptions, allocations
and the like that such Bank in good faith determines to be appropriate.  Upon
request of the Borrower, each Bank shall furnish to the Borrower, at any time
after demand for payment of an amount under subsection 4.5(a) or 4.8, a
certificate outlining in reasonable detail the computation of any amounts
owing.  Any certificate furnished by a Bank shall be binding and conclusive
in the absence of manifest error.

4.10 Change of Lending Office.  If an event occurs with respect to any Bank
that makes operable the provisions of subsection 4.4 or entitles such Bank to
make a claim under subsection 4.5 or 4.6, such Bank shall, if requested in
writing by the Borrower, to the extent not inconsistent with such Bank's
internal policies, use reasonable efforts to (a) designate another office or
offices for the making and maintaining of its Committed Rate Loans or (b)
obtain a different source of funds or credit, as the case may be, the
designation or obtaining of which will eliminate such operability or reduce
materially the amount such Bank is so entitled to claim, provided that such
designation or obtaining would not, in the sole discretion of such Bank,
result in such Bank incurring any costs unless the Borrower has agreed to
reimburse such Bank therefor.

4.11 Extension of Termination Date.  The Company may request that the Banks
extend to June 18, 2001 the Termination Date then in effect (the "Existing
Termination Date") by delivering a request in writing for such extension to
the Administrative Agent (who shall forward such request to the Banks
promptly and in any event no later than 5 days after receipt thereof) not
more than 30 days, and not less than 15 days, prior to the Existing
Termination Date and each Bank agrees to grant such extension subject to the
following conditions precedent being met:

     (a) No Default or Event of Default shall have occurred and be continuing
on such date or shall occur as a result of such extension.

     (b) On March 19, 2001, the sum of (1) the total loans and commitments
under senior bank facilities in respect of which there are no scheduled
amortization payments prior to September 30, 2001 and (2) the proceeds from
asset securitizations occurring on and after the date hereof shall not be
less than $1,450,000,000 and, if none of the circumstances described in
clauses (x) and (y) of the following proviso shall have occurred, the
Administrative Agent shall be satisfied in its sole discretion with the
arrangements made by the Borrower in respect of the 1998 Private Placement
Notes; provided, however,  that if  (x) the Administrative Agent shall be
satisfied in its sole discretion that the Borrower is and as of April 1, 2001
will be in compliance with the financial and other covenants limiting the
Indebtedness of the Borrower under the 1998 Private Placement Notes or (y)
the 1998 Private Placement Notes have been (A) refinanced in full through (i)
a credit facility with no scheduled amortization payments prior to September
30, 2001, (ii) the proceeds of one or more asset securitizations occurring on
and after the date hereof or (iii) a combination of the transactions
described in clauses (i) and (ii), (B) amended to provide that the financial
and other covenants limiting the Indebtedness of the Borrower be no less
restrictive than those contained in this Agreement or (C) subject to a waiver
by the holders thereof of the Borrower's compliance with any financial or
other covenant limiting its Indebtedness for the period through September 30,
2001, the sum described in clauses (1) and (2) above shall not be less than
$1,200,000,000.

     (c) Each of the representations and warranties made by the Borrower and
its Subsidiaries in or pursuant to the Credit Documents shall be true and
correct in all material respects on and as of such date as if made on and as
of such date except for representations and warranties expressly stated to
relate to a specific earlier date, in which case such representations and
warranties are true and correct as of such earlier date.

     (d) The Borrower shall have paid all accrued fees to the Banks.

SECTION 5. REPRESENTATIONS AND WARRANTIES

To induce the Agents, the Administrative Agent and the Banks to enter into
this Agreement and to make the Committed Rate Loans, the Borrower hereby
represents and warrants to each Agent, the Administrative Agent and each Bank
that:

5.1 Financial Condition.  The audited consolidated balance sheets of the
Borrower and its consolidated Subsidiaries as at December 31, 1999 and the
related consolidated statements of income and of cash flows for the fiscal
year ended on such date, reported on by Ernst & Young LLP, copies of which
have heretofore been furnished to each Bank or will be furnished to each Bank
that has not already received such copies, present fairly the consolidated
financial condition of the Borrower and its consolidated Subsidiaries as at
such date, and the consolidated results of their operations and their
consolidated cash flows for the fiscal year then ended.  The unaudited
consolidating balance sheet of the Borrower and its consolidated Subsidiaries
by principal operating group as at September 30, 2000, the related unaudited
consolidating statement of operations and retained earnings for the portion
of the fiscal year ended on September 30, 2000, certified by a Responsible
Officer, copies of which have heretofore been furnished to each Bank or will
be furnished to each Bank that has not already received such copies, present
fairly the consolidating financial condition of the Borrower and its
consolidated Subsidiaries by principal operating group as at such date, and
the consolidating results of their operations for the fiscal year then ended.
All such financial statements, including the related schedules and notes
thereto, have been prepared in accordance with GAAP applied consistently
throughout the periods involved (except as approved by such accountants or
Responsible Officer, as the case may be, and as disclosed therein).  Neither
the Borrower nor any of its consolidated Subsidiaries had, at the date of the
most recent balance sheet referred to above, any material Guarantee
Obligation, contingent liability or liability for taxes, or any long-term
lease or unusual forward or long-term commitment, including, without
limitation, any interest rate or foreign currency swap or exchange
transaction, which is not reflected in the foregoing statements or referred
to in the notes thereto.  During the period from September 30, 2000 to and
including the date hereof there has been no sale, transfer or other
disposition by the Borrower or any of its consolidated Subsidiaries of any
material part of its business or property and no purchase or other
acquisition of any business or property (including any Capital Stock of any
other Person) material in relation to the consolidated financial condition of
the Borrower and its consolidated Subsidiaries at September 30, 2000 (except
as otherwise disclosed in writing to the Banks prior to the Closing Date and
as set forth on Schedule 5.1 hereto).

5.2 No Change.  Since December 31, 1999 there has been no development or
event which has had or could reasonably be expected to have a Material
Adverse Effect.

5.3 Corporate Existence; Compliance with Law.  Each of the Borrower and its
Subsidiaries (a) is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, (b) has the corporate
or other power and authority, and the legal right, to own and operate its
property, to lease the property it operates as lessee and to conduct the
business in which it is currently engaged, (c) is duly qualified as a foreign
corporation or other entity and in good standing under the laws of each
jurisdiction where its ownership, lease or operation of property or the
conduct of its business requires such qualification, except where the failure
to be duly qualified or in good standing could not reasonably be expected to
have a Material Adverse Effect, and (d) is in compliance with all
Requirements of Law except to the extent that the failure to comply therewith
could not, in the aggregate, reasonably be expected to have a Material
Adverse Effect.

5.4 Corporate Power; Authorization; Enforceable Obligations.  Each of the
Borrower and its Subsidiaries has the corporate or other power and authority,
and the legal right, to make, deliver and perform the Credit Documents to
which it is a party and to borrow hereunder and has taken all necessary
corporate action to authorize the borrowings on the terms and conditions of
this Agreement and the execution, delivery and performance of the Credit
Documents to which it is a party.  No consent or authorization of, filing
with, notice to or other act by or in respect of, any Governmental Authority
or any other Person is required in connection with the borrowings hereunder
or with the execution, delivery, performance, validity or enforceability of
the Credit Documents.  This Agreement has been, and each other Credit
Document to which the Borrower or any of its Subsidiaries is a party will be,
duly executed and delivered on behalf of the Borrower or such Subsidiary, as
the case may be. This Agreement constitutes, and each other Credit Document
to which it is a party when executed and delivered will constitute, a legal,
valid and binding obligation of the Borrower or any of its Subsidiaries party
thereto enforceable against the Borrower or such Subsidiary, as the case may
be, in accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally and by general
equitable principles (whether enforcement is sought by proceedings in equity
or at law).

5.5 No Legal Bar.  The execution, delivery and performance of the Credit
Documents to which the Borrower or any of its Subsidiaries is a party, the
borrowings hereunder and the use of the proceeds thereof will not violate any
Requirement of Law or Contractual Obligation of the Borrower or of any of its
Subsidiaries (except for violations of Contractual Obligations which,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect) and will not result in, or require, the creation or
imposition of any Lien on any of its or their respective properties or
revenues pursuant to any such Requirement of Law or Contractual Obligation,
except for the Liens expressly permitted by subsection 8.3.

5.6 No Material Litigation.  No litigation, investigation or proceeding of or
before any arbitrator or Governmental Authority is pending or, to the
knowledge of the Borrower, threatened by or against the Borrower or any of
its Subsidiaries or against any of its or their respective properties or
revenues with respect to any of the Credit Documents or any of the
transactions contemplated hereby or thereby.

5.7 No Default.  No Default or Event of Default has occurred and is
continuing.

5.8 Ownership of Property; Liens.  Each of the Borrower and its Subsidiaries
has good record and marketable title in fee simple to, or a valid leasehold
interest in, all its real property, and good title to, or a valid leasehold
interest in, all its other property, and none of such property is subject to
any Lien except as permitted by subsection 8.3.

5.9 Intellectual Property.  Each of the Borrower and its Subsidiaries owns,
or is licensed to use, all domestic and foreign trademarks, tradenames,
copyrights, technology, know-how and processes necessary for the conduct of
its business as currently conducted (the "Intellectual Property").  No claim
has been asserted and is pending or, to the knowledge of the Borrower, has
been threatened by any Person challenging or questioning the use of any such
Intellectual Property or the validity or effectiveness of any such
Intellectual Property, nor does the Borrower know of any valid basis for any
such claim.  The use of such Intellectual Property by the Borrower and its
Subsidiaries does not infringe on the rights of any Person.

5.10 [INTENTIONALLY OMITTED]

5.11 Taxes.  Each of the Borrower and its consolidated Subsidiaries has filed
or caused to be filed all tax returns which, to the knowledge of the
Borrower, are required to be filed and has paid all taxes shown to be due and
payable on said returns or on any assessments made against it or any of its
property and all other taxes, fees or other charges imposed on it or any of
its property by any Governmental Authority (other than any unfiled tax
returns for taxes, and unpaid taxes, fees and other charges, (a) the amount
or validity of which are currently being contested in good faith by
appropriate proceedings and with respect to which reserves in conformity with
GAAP have been provided on the books of the Borrower or its consolidated
Subsidiaries, as the case may be, or (b) which in each case, individually or
in the aggregate, would not cause the Borrower and its consolidated
Subsidiaries to have a liability in excess of $5,000,000; no notice of tax
Lien has been filed, and, to the knowledge of the Borrower, no claim is being
asserted by any taxing authority, with respect to any such tax, fee or other
charge except for claims the amount or validity of which are currently being
contested in good faith by appropriate proceedings and with respect to which
reserves in conformity with GAAP have been provided on the books of the
Borrower or its consolidated Subsidiaries, as the case may be, and claims for
amounts which, in the aggregate, do not exceed $5,000,000.

5.12 Federal Regulations.  No part of the proceeds of any Committed Rate
Loans will be used for "purchasing" or "carrying" any "margin stock" within
the respective meanings of each of the quoted terms under Regulation U of the
Board of Governors of the Federal Reserve System as now and from time to time
hereafter in effect or for any purpose which violates the provisions of the
regulations of such Board of Governors.  If requested by any Bank or the
Administrative Agent, the Borrower will furnish to the Administrative Agent
and each Bank a statement to the foregoing effect in conformity with the
requirements of FR Form U-1 referred to in said Regulation U.

5.13 ERISA.  Each Plan which is intended to be qualified under Section 401(a)
(or 403(a) as appropriate) of the Code and each related trust agreement,
annuity contract or other funding instrument which is intended to be tax-
exempt under Section 501(a) of the Code is so qualified and tax-exempt and
has been so qualified and tax-exempt during the period from its adoption to
date.  No event has occurred in connection with which the Borrower or any
Commonly Controlled Entity or any Plan, directly or indirectly, could
reasonably be expected to be subject to any material liability under ERISA,
the Code or any other law, regulation or governmental order or under any
agreement, instrument, statute, rule of law or regulation pursuant to or
under which the Borrower or a Subsidiary has agreed to indemnify or is
required to indemnify any person against liability incurred under, or for a
violation or failure to satisfy the requirements of, any such statute,
regulation or order.  No Reportable Event has occurred during the five-year
period prior to the date on which this representation is made or deemed made
with respect to any Plan, and each Plan has complied in all material respects
with the applicable provisions of ERISA and the Code.  The present value of
all accrued benefits under each Single Employer Plan maintained by the
Borrower or any Commonly Controlled Entity or for which the Borrower or any
Commonly Controlled Entity has or could have any liability (based on those
assumptions used to fund the Plans) did not, as of the last annual valuation
date prior to the date on which this representation is made or deemed made,
exceed the value of the assets of such Plan allocable to such accrued
benefits.  Neither the Borrower nor any Commonly Controlled Entity has had a
complete or partial withdrawal from any Multiemployer Plan, and neither the
Borrower nor any Commonly Controlled Entity could reasonably be expected to
become subject to any liability under ERISA if the Borrower or any such
Commonly Controlled Entity were to withdraw completely from all Multiemployer
Plans as of the valuation date most closely preceding the date on which this
representation is made or deemed made.  No such Multiemployer Plan is in
Reorganization or Insolvent.  The present value (determined using actuarial
and other assumptions which are reasonable in respect of the benefits
provided and the employees participating) of the unfunded liability of the
Borrower and each Commonly Controlled Entity for benefits under all unfunded
retirement or severance plans, programs, policies or other arrangements
(including, without limitation, post retirement benefits to be provided to
their current and former employees under Plans which are welfare benefit
plans (as defined in Section 3(1) of ERISA)), whether or not funded does not,
in the aggregate, exceed $5,000,000 (excluding those arrangements set forth
on Schedule 5.13).

5.14 Investment Company Act; Other Regulations.  Neither the Borrower nor any
Subsidiary of the Borrower is an "investment company", or a company
"controlled" by an "investment company", within the meaning of the Investment
Company Act of 1940, as amended.  Neither the Borrower nor any Subsidiary of
the Borrower is subject to regulation under any Federal or State statute or
regulation which limits its ability to incur Indebtedness.

5.15 Subsidiaries.  On the Closing Date, the only Domestic Subsidiaries of
the Borrower, and the only material partnerships or joint ventures in which
the Borrower or any Domestic Subsidiary has an interest, are those set forth
on Schedule 5.15.  On the Closing Date, the Borrower owns the percentage of
the issued and outstanding Capital Stock or other evidences of the ownership
of each Domestic Subsidiary, partnership or joint venture set forth on
Schedule 5.15 as set forth on such Schedule.  On the Closing Date, except as
set forth on Schedule 5.15, no such Domestic Subsidiary, partnership or joint
venture has issued any securities convertible into shares of its Capital
Stock.  The outstanding stock and securities (or other evidence of ownership)
of such domestic Subsidiaries, partnerships or joint ventures owned by the
Borrower and its Subsidiaries are owned by the Borrower and its Subsidiaries
free and clear of all Liens, warrants, options or rights of others of any
kind whatsoever except for Liens permitted by subsection 8.3.

5.16 Accuracy and Completeness of Information.  No document furnished or
statement made in writing to the Banks by the Borrower in connection with the
negotiation, preparation or execution of this Agreement or any of the other
Credit Documents contains any untrue statement of a material fact, or omits
to state any such material fact necessary in order to make the statements
contained therein not misleading, in either case which has not been
corrected, supplemented or remedied by subsequent documents furnished or
statements made in writing to the Banks.  All other written information,
reports and other papers and data with respect to the Borrower and its
Subsidiaries (other than financial statements), furnished to the Banks by the
Borrower, or on behalf of the Borrower, were (a) in the case of those not
prepared for delivery to the Banks, to the Borrower's knowledge, at the time
the same were so furnished, complete and correct in all material respects for
the purposes for which the same were prepared and (b) in the case of those
prepared for delivery to the Banks, to the Borrower's knowledge, complete and
correct in all material respects, or have been subsequently supplemented by
other information, reports or other papers or data, to the extent necessary
to give the Banks a true and accurate knowledge of the subject matter in all
material respects, it being understood that financial projections as to
future events are not to be viewed as facts and that actual results may
differ from projected results.

5.17 Purpose of Committed Rate Loans.  The proceeds of the Committed Rate
Loans shall be used by the Borrower for working capital purposes in the
ordinary course of business and for general corporate purposes of the
Borrower and, to the extent permitted hereunder, its Subsidiaries.

5.18 Senior Indebtedness.  The principal of and interest on the Committed
Rate Loans are and will continue to be within the definition of "Senior
Indebtedness" or any similar term under the Subordinated Debentures.

5.19 Environmental Matters.  Except as set forth on Schedule 5.19 or insofar
as there is no reasonable likelihood of a Material Adverse Effect arising
from any combination of facts or circumstances inconsistent with any of the
following:

     (a) The facilities and properties owned or operated by the Borrower or
any of its Subsidiaries (the "Properties") do not contain, and to the
knowledge of the Borrower or its Subsidiaries, have not previously contained,
any Materials of Environmental Concern in amounts or concentrations which (i)
constitute or constituted a violation of, or (ii) could reasonably be
expected to give rise to liability under, any applicable Environmental Law.

     (b) The Properties and all operations at the Properties are in
compliance with all applicable Environmental Laws, and there is no
contamination at, under or to the knowledge of the Borrower about the
Properties or violation of any Environmental Law with respect to the
Properties or the business operated by the Borrower or any of its
Subsidiaries (the "Business") which could materially interfere with the
continued operation of the Properties.

     (c) Neither the Borrower nor any of its Subsidiaries has received any
notice of violation, alleged violation, non-compliance, liability or
potential liability regarding environmental matters or compliance with
Environmental Laws with regard to any of the Properties or the Business, nor
does the Borrower or any of its Subsidiaries have knowledge or reason to
believe that any such notice will be received or is being threatened.

     (d) To the knowledge of the Borrower or any of its Subsidiaries,
Materials of Environmental Concern have not been transported or disposed of
from the Properties in violation of, or in a manner or to a location which
could reasonably be expected to give rise to liability under, any
Environmental Law, nor have any Materials of Environmental Concern been
generated, treated, stored or disposed of at, on or under any of the
Properties in violation of, or in a manner that could reasonably be expected
to give rise to liability under, any applicable Environmental Law.

     (e) No judicial proceeding or governmental or administrative action is
pending or, to the knowledge of the Borrower or any of its Subsidiaries,
threatened, under any Environmental Law to which the Borrower or any
Subsidiary is or will be named as a party with respect to the Properties or
the Business, nor are there any consent decrees or other decrees, consent
orders, administrative orders or other orders, or other analogous
administrative or judicial requirements outstanding under any Environmental
Law with respect to the Properties or the Business.

     (f) There has been no release or threat of release of Materials of
Environmental Concern at or from the Properties, or arising from or related
to the operations of the Borrower or any Subsidiary in connection with the
Properties or otherwise in connection with the Business, in violation of or
in amounts or in a manner that could reasonably give rise to liability under
any applicable Environmental Laws.

SECTION 6. CONDITIONS PRECEDENT

The occurrence of the Closing Date, and the agreement of each Bank to make
the initial Committed Rate Loan requested to be made by it on the Closing
Date, shall be subject to the satisfaction, on or prior to the Closing Date,
of the following conditions precedent:

     (a) Credit Documents.  The Administrative Agent shall have received this
Agreement, executed and delivered by a duly authorized officer of the
Borrower, with a counterpart for each Bank.

     (b) Corporate Proceedings of each Loan Party.  The Administrative Agent
shall have received, with a counterpart for each Bank, a copy of the
resolutions, in form and substance satisfactory to the Administrative Agent,
of the Board of Directors of each Loan Party authorizing (i) the execution,
delivery and performance of each Credit Document to which it is a party and
(ii) in the case of the Borrower, the borrowings contemplated hereunder,
certified by the Secretary or an Assistant Secretary of the Borrower as of
the Closing Date, which certificate shall be in form and substance
satisfactory to the Administrative Agent and shall state that the resolutions
thereby certified have not been amended, modified, revoked or rescinded.

     (c) Fees and Expenses.  The Administrative Agent shall have received the
fees and expenses to be received on or prior to the Closing Date pursuant to
subsection 4.1(c).

     (d) Legal Opinions.  The Administrative Agent shall have received, with
a counterpart for each Bank, the following executed legal opinions:

         (i) the executed legal opinion of Milbank, Tweed, Hadley & McCloy
LLP, counsel to the Borrower and the Subsidiary Guarantors, substantially in
the form of Exhibit D, with such modifications therein as shall be reasonably
requested or approved by the Administrative Agent; and

(ii) the executed legal opinion of Robert E. Klatell, general counsel of the
Borrower, substantially in the form of Exhibit E, with such modifications
therein as shall be reasonably requested or approved by the Administrative
Agent.  Each such legal opinion shall cover such other matters incident to
the transactions contemplated by this Agreement and the other Credit
Documents as the Administrative Agent may reasonably require.

     (e) No Material Litigation.  No litigation, inquiry, injunction or
restraining order shall be pending, entered or threatened (including any
proposed statute, rule or regulation) which in the reasonable judgment of any
Bank could have a Material Adverse Effect.

     (f) Additional Matters.  All corporate and other proceedings, and all
documents, instruments and other legal matters in connection with the
transactions contemplated by this Agreement and the other Credit Documents
shall be reasonably satisfactory in form and substance to the Administrative
Agent.

     (g) Representations and Warranties.  Each of the representations and
warranties made by the Borrower and its Subsidiaries in or pursuant to the
Credit Documents shall be true and correct in all material respects on and as
of such date as if made on and as of such date except for representations and
warranties expressly stated to relate to a specific earlier date, in which
case such representations and warranties are true and correct as of such
earlier date.

     (h) No Default.  No Default or Event of Default shall have occurred and
be continuing on such date after giving effect to the Committed Rate Loans
requested to be made on such date.

     (i) Borrowing Certificate.  The Administrative Agent shall have received
with a counterpart for each Bank, a certificate of the Borrower, dated as of
such date, substantially in the form of Exhibit B, with appropriate
insertions and attachments, satisfactory in form and substance to the
Administrative Agent, executed by the President, Executive Vice President or
any Vice President and the Secretary or any Assistant Secretary or any
Treasurer of the Borrower.

SECTION 7. AFFIRMATIVE COVENANTS

The Borrower hereby agrees that, so long as any Committed Rate Loan remains
outstanding and unpaid or any other amount is owing to any Bank, any Agent or
the Administrative Agent hereunder, the Borrower shall and (except in the
case of delivery of financial information, reports and notices) shall cause
each of its Subsidiaries to:

7.1 Financial Statements.  Furnish to each Bank:

     (a) as soon as available, but in any event within 120 days after the end
of each fiscal year of the Borrower, a copy of the audited consolidated
balance sheet of the Borrower and its consolidated Subsidiaries as at the end
of such year and the related consolidated statements of operations and
shareholders equity and of cash flows for such year, setting forth in each
case in comparative form the figures for the previous year, reported on
without a "going concern" or like qualification or exception, or
qualification arising out of the scope of the audit, by Ernst & Young or
other independent certified public accountants of nationally recognized
standing reasonably acceptable to the Required Banks;

     (b) as soon as available, but in any event within 120 days after the end
of each fiscal year of the Borrower, the unaudited consolidating balance
sheet of the Borrower and its consolidated Subsidiaries by principal
operating group as at the end of such year and the related unaudited
consolidating statements of operations of the Borrower and its consolidated
Subsidiaries by principal operating group for such year, setting forth in
each case in comparative form the figures for the previous year, certified
pursuant to subsection 7.2(b) by a Responsible Officer as fairly presenting
the consolidating financial condition and results of operations of the
Borrower and its consolidated Subsidiaries by principal operating group;

     (c) as soon as available, but in any event within 60 days after the end
of each of the first three quarterly periods of each fiscal year of the
Borrower, the unaudited consolidated balance sheet of the Borrower and its
consolidated Subsidiaries as at the end of such quarter and the related
unaudited consolidated statements of operations and shareholders' equity and
of cash flows of the Borrower and its consolidated Subsidiaries for such
quarter and the portion of the fiscal year through the end of such quarter,
setting forth in each case in comparative form the figures for such quarter
of the previous year, certified by a Responsible Officer as fairly presenting
in all material respects when considered in relation to the consolidated
financial statements of the Borrower and its consolidated Subsidiaries
(subject to normal year-end audit adjustments); provided that the Borrower
may in lieu of furnishing such unaudited consolidated balance sheet furnish
to each Bank its Form 10-Q filed with the Securities and Exchange Commission
or any successor or analogous Governmental Authority for the relevant
quarterly period; and

     (d) as soon as available, but in any event within 60 days after the end
of each of the first three quarterly periods of each fiscal year of the
Borrower, the unaudited consolidating balance sheet of the Borrower and its
consolidated Subsidiaries by principal operating group as at the end of such
quarter and the related unaudited consolidating statements of operations of
the Borrower and its consolidated Subsidiaries by principal operating group
for such quarter and the portion of the fiscal year through the end of such
quarter, in the case of the unaudited consolidating balance sheet setting
forth in comparative form the figures for the previous year (but not the
corresponding figures for such quarter of the previous year) and in the case
of the statements of operations setting forth in comparative form the figures
for such quarter of the previous year, certified by a Responsible Officer as
fairly presenting the consolidating financial condition and results of
operations of the Borrower and its consolidated Subsidiaries by principal
operating group (subject to normal year-end audit adjustments); the financial
statements to be furnished pursuant to this subsection 7.1 shall fairly
present the consolidated (or consolidating by principal operating group, as
appropriate) financial position and results of operations of the Borrower and
its consolidated Subsidiaries in accordance with GAAP (subject, in the case
of subsections 7.1(c) and (d), to normal year-end audit adjustments and the
absence of complete footnotes) applied consistently throughout the periods
reflected therein and with prior periods (except as approved by such
accountants or Responsible Officer, as the case may be, and disclosed
therein).

7.2 Certificates; Other Information.  Furnish to each Bank:

     (a) concurrently with the delivery of the financial statements referred
to in subsection 7.1(a), a certificate of the independent certified public
accountants reporting on such financial statements stating that in making the
examination necessary therefor no knowledge was obtained of any Default or
Event of Default, except as specified in such certificate;

     (b) concurrently with the delivery of the financial statements referred
to in subsections 7.1(a) and 7.1(b), a certificate of a Responsible Officer
substantially in the form of Exhibit F;

     (c) concurrently with the delivery of the financial statements referred
to in subsection 7.1(c), a certificate of a Responsible Officer (i) stating
that, to the best of such Responsible Officer's knowledge, the Borrower has
observed and performed all of its covenants and other agreements contained in
this Agreement and the other Credit Documents to which it is a party to be
observed or performed by it, (ii) that such Responsible Officer has obtained
no knowledge of any Default or Event of Default except as specified therein
and (iii) setting forth calculations supporting compliance with subsections
8.1(a), (b) and (c), 8.2 and 8.5;

     (d) as soon as delivered, a copy of the letter, addressed to the
Borrower, of the certified public accountants who prepared the financial
statements referred to in subsection 7.1(a) for such fiscal year and
otherwise referred to as a "management letter";

     (e) within five days after the same are sent, copies of all financial
statements and reports which the Borrower sends to its stockholders
generally, and within five days after the same are filed, copies of all
financial statements and reports which the Borrower or any of its
Subsidiaries may make to, or file with, the Securities and Exchange
Commission or any successor or analogous Governmental Authority;

     (f) promptly, such additional documents, instruments, legal opinions or
financial and other information as the Administrative Agent or any Bank may
from time to time reasonably request.

7.3 Payment of Obligations.  Pay, discharge or otherwise satisfy at or before
maturity or before they become delinquent, as the case may be, all its
obligations of whatever nature, including, without limitation, all
obligations in respect of taxes, except where the amount or validity thereof
is currently being contested in good faith by appropriate proceedings and
reserves in conformity with GAAP with respect thereto have been provided on
the books of the Borrower or its Subsidiaries, as the case may be, or where
the failure to pay, discharge or otherwise satisfy could not reasonably be
expected to have a Material Adverse Effect.

7.4 Conduct of Business and Maintenance of Existence.  Continue to engage in
business of the same general type as now conducted by it and preserve, renew
and keep in full force and effect its corporate existence and take all
reasonable action to maintain all rights, privileges and franchises necessary
or desirable in the normal conduct of its business except as otherwise
permitted pursuant to subsection 8.4; comply with all Contractual Obligations
and Requirements of Law except to the extent that failure to comply therewith
could not, in the aggregate, reasonably be expected to have a Material
Adverse Effect.

7.5 Maintenance of Property; Insurance.  Keep all property useful and
necessary in its business in good working order and condition, except where
the failure to do so could not reasonably be expected to have a Material
Adverse Effect; maintain with financially sound and reputable insurance
companies insurance on all its property in at least such amounts and against
at least such risks (but including in any event public liability, product
liability and business interruption) as are usually insured against in the
same general area by companies engaged in the same or a similar business; and
furnish to each Bank, upon written request, full information as to the
insurance carried.

7.6 Inspection of Property; Books and Records; Discussions.  Keep proper
books of records and account in which the entries are, in all material
respects, full, true and correct in conformity with sound business practice
and all Requirements of Law shall be made of all dealings and transactions in
relation to its business and activities; and, upon reasonable notice under
the circumstances, permit representatives of the Administrative Agent to
visit and inspect any of its properties and examine and make abstracts from
any of its books and records at any reasonable time and as often as may
reasonably be desired and to discuss the business, operations, properties and
financial and other condition of the Borrower and its Subsidiaries with
officers and employees of the Borrower and its Subsidiaries and with its
independent certified public accountants.

7.7 Notices.  Promptly, after the Borrower becomes aware thereof, give notice
to the Administrative Agent and each Bank of:

(a) the occurrence of any Default or Event of Default;

(b) any (i) default or event of default under any Contractual Obligation of
the Borrower or any of its Subsidiaries or (ii) litigation, investigation or
proceeding which may exist at any time between the Borrower or any of its
Subsidiaries and any Governmental Authority, which in either case, if not
cured or if adversely determined, as the case may be, could reasonably be
expected to have a Material Adverse Effect or cause a Default or an Event of
Default;

     (c) any litigation or proceeding affecting the Borrower or any of its
Subsidiaries (i) in which the amount involved is $5,000,000 or more and not
covered by insurance or (ii) in which injunctive or similar relief is sought
which could reasonably be expected to have a Material Adverse Effect;

     (d) the following events:  (i) the occurrence or expected occurrence of
any Reportable Event with respect to any Plan, a failure to make any required
contribution to a Plan, the creation of any Lien in favor of the PBGC or a
Plan or any withdrawal from, or the termination, Reorganization or Insolvency
of, any Multiemployer Plan or (ii) the institution of proceedings or the
taking of any other action by the PBGC or the Borrower or any Commonly
Controlled Entity or any Multiemployer Plan with respect to the withdrawal
from, or the terminating (other than a standard termination under Section
4041(b) of ERISA), Reorganization or Insolvency of, any Plan;

     (e) any change, development or event involving a prospective change,
which has had or could reasonably be expected to have a Material Adverse
Effect; and Each notice pursuant to this subsection shall be accompanied by a
statement of a Responsible Officer setting forth details of the occurrence
referred to therein and stating what action the Borrower proposes to take
with respect thereto.

7.8 Environmental Laws.  Comply with, and take all reasonable efforts to
ensure compliance by all tenants and subtenants, if any, in all material
respects with, all applicable Environmental Laws and obtain and comply in all
material respects with and maintain, and undertake all reasonable efforts to
ensure that all tenants and subtenants obtain and comply in all material
respects with and maintain, any and all licenses, approvals, notifications,
registrations or permits required by applicable Environmental Laws.

     (b) Conduct and complete all investigations, studies, sampling and
testing, and all remedial, removal and other actions required under
Environmental Laws and promptly comply in all material respects with all
lawful orders and directives of all Governmental Authorities regarding
Environmental Laws except to the extent that the same are being contested in
good faith by appropriate proceedings and the pendency of such proceedings
could not reasonably be expected to have a Material Adverse Effect.

7.9 Subsidiary Guarantees.  Subject to the provisions of Section 7.11 below,
in the event that any Domestic Subsidiary which is not a Subsidiary Guarantor
shall account for more than 5% of Total Assets at any date, take all actions
necessary to cause such Domestic Subsidiary to execute and deliver a
Subsidiary Guarantee, within 60 days of the occurrence of such event.

7.10 Terms of Refinancing Debt.  To the extent the Borrower refinances the
Debt under the 1995 Credit Agreement or the 2000 Credit Agreement and such
refinancing contains any event of default or covenant that is materially more
favorable to the lenders and other financial institutions under such
refinancing credit agreement than the comparable covenant or event of default
hereunder (including, without limitation, any covenant or event of default
that is not included in this Agreement), the Borrower will (i) promptly
notify the Administrative Agent of such event by delivering a schedule
summarizing any such covenant or event of default and (ii) within ten
Business Days after such notice, agree with the Administrative Agent, for its
benefit and the benefit of the Banks, to an amendment to this Agreement
incorporating substantially similar covenant or event of default as those
detailed in the schedule referred to in (i) above.

7.11 Wyle Guarantee.  To the extent Wyle has not been merged with the
Borrower by March 19, 2001 and the Termination Date has been extended
pursuant to Section 4.11, and Wyle accounts for more than 5% of Total Assets
at such date, the Borrower shall cause Wyle to deliver no later than March
19, 2001 a duly executed Subsidiary Guarantee to the Administrative Agent.

7.12 Wyle Undertaking.  Prior to March 19, 2001, Wyle shall not hold any cash
or cash equivalent in excess of $15,000,000 at any time outstanding.

SECTION 8. NEGATIVE COVENANTS

The Borrower hereby agrees that, so long as the Commitments remain in effect,
any Committed Rate Loan remains outstanding and unpaid or any other amount is
owing to any Bank or the Administrative Agent hereunder:

8.1 Financial Condition Covenants.  The Borrower shall not:
     (a) Maintenance of Indebtedness.  Permit Consolidated Total Debt at any
time to exceed an amount equal to 70% of Consolidated Total Capitalization.

     (b) Maintenance of Net Worth.  Permit Consolidated Net Worth at any time
to be less than an amount equal to the sum of $750,000,000 plus 40% of
cumulative Consolidated Net Income for the fiscal quarter commencing April 1,
1995 and for each fiscal quarter thereafter (without subtraction for any
fiscal quarter during which Consolidated Net Income is a negative number).

     (c) Interest Coverage.  Permit for any period of four consecutive fiscal
quarters at any time the ratio of Adjusted Consolidated EBITDA to
Consolidated Cash Interest Expense to be less than 3.0 to 1.0.

8.2 Limitation on Indebtedness of Domestic Subsidiaries.  The Borrower shall
not permit any of its Domestic Subsidiaries to, and the Domestic Subsidiaries
shall not, directly or indirectly, create, incur, assume or suffer to exist
any Indebtedness, except (a) Indebtedness in an aggregate amount not to
exceed 10% of Consolidated Net Worth, (b) any Indebtedness of Domestic
Subsidiaries pursuant to any of the Credit Documents, (c) any Indebtedness of
the Domestic Subsidiaries pursuant to the Subsidiary Guarantees under (and as
defined in) the 1995 Credit Agreement and (d) any Indebtedness of the
Domestic Subsidiaries pursuant to the Subsidiary Guarantees under (and as
defined in) the 2000 Credit Agreement.

8.3 Limitation on Liens.  The Borrower shall not, and shall not permit any of
its Domestic Subsidiaries to, directly or indirectly, create, incur, assume
or suffer to exist any Lien upon any of its property, assets or revenues,
whether now owned or hereafter acquired, except for:

     (a) Liens for taxes not yet due or which are being contested in good
faith by appropriate proceedings, provided that adequate reserves with
respect thereto are maintained on the books of the Borrower or its Domestic
Subsidiaries, as the case may be, in conformity with GAAP;

     (b) carriers', warehousemen's, mechanics', materialmen's, repairmen's or
other like Liens arising in the ordinary course of business which are not
overdue for a period of more than 60 days or which are being contested in
good faith by appropriate proceedings;

     (c) pledges or deposits in connection with workers' compensation,
unemployment insurance and other social security legislation and deposits
securing liability to insurance carriers under insurance or self-insurance
arrangements;

     (d) deposits to secure the performance of bids, trade contracts (other
than for borrowed money), leases, statutory obligations, surety and appeal
bonds, performance bonds and other obligations of a like nature incurred in
the ordinary course of business;

     (e) easements, rights-of-way, restrictions and other similar
encumbrances incurred in the ordinary course of business which, in the
aggregate, are not substantial in amount and which do not in any case
materially detract from the value of the property subject thereto or
materially interfere with the ordinary conduct of the business of the
Borrower or such Domestic Subsidiary;

     (f) Liens (not otherwise permitted hereunder) which secure obligations
not exceeding (as to the Borrower and all Domestic Subsidiaries) an amount
equal to 5% of Consolidated Net Worth at any time outstanding; and

     (g) any Liens arising as a result of any securitization by the Borrower
of receivables which secure obligations not in excess of $1,000,000,000 in
the aggregate.

8.4 Limitation on Fundamental Changes.  The Borrower (a) shall not, and shall
not permit any of its Domestic Subsidiaries to, directly or indirectly, enter
into any merger, consolidation or amalgamation, or liquidate, wind up or
dissolve itself (or suffer any liquidation or dissolution), or convey, sell,
lease, assign, transfer or otherwise dispose of, all or substantially all of
its property, business or assets and (b) shall not, and shall not permit any
of its Subsidiaries, to make any material change in its present method of
conducting business, except:

       (i) any Subsidiary may be merged or consolidated with or into the
Borrower (provided that the Borrower shall be the continuing or surviving
corporation) or with or into any one or more wholly-owned Domestic
Subsidiaries; and

      (ii) any Subsidiary may sell, lease, transfer or otherwise dispose of
any or all of its assets (upon voluntary liquidation or otherwise) to the
Borrower or any other wholly owned Domestic Subsidiary.

SECTION 9. EVENTS OF DEFAULT

If any of the following events shall occur and be continuing:

     (a) (i)  The Borrower shall fail to pay any principal of any Committed
Rate Loan owing by it when due (whether at the stated maturity, by
acceleration or otherwise) in accordance with the terms hereof; or (ii) the
Borrower shall fail to pay any interest on any Committed Rate Loan or any fee
or any other amount payable hereunder, within five days after any such
interest or other amount becomes due in accordance with the terms thereof
or hereof; or

     (b) Any representation or warranty made or deemed made by the Borrower
or any Subsidiary herein or in any other Credit Document or which is
contained in any certificate, document or financial or other statement
furnished by it at any time under or in connection with this Agreement or any
such other Credit Document shall prove to have been incorrect in any material
respect on or as of the date made or deemed made; or

     (c) The Borrower or any Subsidiary shall default in the observance or
performance of any agreement contained in Section 8 or Section 7.11 and, with
respect to subsections 8.2 and 8.3, such default shall continue unremedied
for a period of 30 days;
or

     (d) The Borrower or any Subsidiary shall default in the observance or
performance of any other agreement contained in this Agreement or any other
Credit Document (other than as provided in paragraphs (a) through (c) of this
Section), and such default shall continue unremedied for a period of 30 days
after the Borrower has
knowledge thereof; or

     (e) Any of the Credit Documents shall cease, for any reason, to be in
full force and effect, or the Borrower shall so assert in writing; or

     (f) The subordination provisions applicable to any Subordinated
Indebtedness, for any reason, cease to be in full force and effect, or any
Person shall so assert to the Borrower in writing and the Borrower shall not
promptly contest such assertion; or

     (g) The Borrower or any of its consolidated Subsidiaries shall (i)
default in any payment of principal of or interest of any Indebtedness (other
than the Committed Rate Loans) or in the payment of any Guarantee Obligation,
in either case with an outstanding principal amount in excess of $5,000,000
when due beyond the period of grace, if any, provided in the instrument or
agreement under which such Indebtedness or Guarantee Obligation was created;
or (ii) default in the observance or performance of any other agreement or
condition relating to any such Indebtedness or Guarantee Obligation or
contained in any instrument or agreement evidencing, securing or relating
thereto, or any other event shall occur or condition exist, the effect of
which default or other event or condition is to cause, or to permit the
holder or holders of such Indebtedness or beneficiary or beneficiaries of
such Guarantee Obligation (or a trustee or agent on behalf of such holder or
holders or beneficiary or beneficiaries) to cause, with the giving of
notice if required, such Indebtedness to become due prior to its stated
maturity or such Guarantee Obligation to become payable; or

     (h) (i) The Borrower or any Subsidiary that accounts for more than 5% of
Total Assets at any date shall commence any case, proceeding or other action
(A) under any existing or future law of any jurisdiction, domestic or
foreign, relating to bankruptcy, insolvency, reorganization or relief of
debtors, seeking to have an order for relief entered with respect to it, or
seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment, winding-up, liquidation, dissolution, composition or
other relief with respect to it or its debts, or (B) seeking appointment of a
receiver, trustee, custodian, conservator or other similar official for it or
for all or any substantial part of its assets, or the Borrower or any such
Subsidiary shall make a general assignment for the benefit of its creditors;
or (ii) there shall be commenced against the Borrower or any such Subsidiary
any case, proceeding or other action of a nature referred to in clause (i)
above which (A) results in the entry of an order for relief or any such
adjudication or appointment or (B) remains undismissed, undischarged or
unbonded for a period of 60 days; or (iii) there shall be commenced against
the Borrower or any such Subsidiary any case, proceeding or other action
seeking issuance of a warrant of attachment, execution, distraint or similar
process against all or any substantial part of its assets which results in
the entry of an order for any such relief which shall not have been vacated,
discharged, or stayed or bonded pending appeal within 60 days from the entry
thereof; or

       (i) (i) Any Person shall engage in any "prohibited transaction" (as
defined in Section 406 of ERISA or Section 4975 of the Code) involving any
Plan, (ii) any "accumulated funding deficiency" (as defined in Section 302 of
ERISA), whether or not waived, shall exist with respect to any Plan or any
Lien in favor of the PBGC or a Plan shall arise on the assets of the Borrower
or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with
respect to, or proceedings shall commence to have a trustee appointed, or a
trustee shall be appointed, to administer or to terminate, any Single
Employer Plan, which Reportable Event or commencement of proceedings or
appointment of a trustee is, in the reasonable opinion of the Required Banks,
likely to result in the termination of such Plan for purposes of Title IV of
ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV
of ERISA, (v) the Borrower or any Commonly Controlled Entity shall, or in the
reasonable opinion of the Required Banks is likely to, incur any liability in
connection with a withdrawal from, or the Insolvency or Reorganization of, a
Multiemployer Plan or (vi) any other event or condition shall occur or exist
with respect to a Plan; and in each case in clauses (i) through (vi) above,
such event or condition, together with all other such events or conditions,
if any, could reasonably be expected to subject the Borrower to any tax,
penalty or other liabilities in the aggregate material in relation to the
business, operations, property or financial or other condition of the
Borrower; or

     (j) One or more judgments or decrees shall be entered against the
Borrower or any of its Subsidiaries involving in the aggregate a liability
(not paid or fully covered by insurance) of $5,000,000 or more, and all such
judgments or decrees shall not have been vacated, discharged, stayed or
bonded pending appeal within 60 days from the entry thereof; or

     (k) Any Subsidiary Guarantee shall cease, for any reason, to be in full
force and effect or any Subsidiary Guarantor party thereto shall so assert;
or

     (l) A Change in Control shall occur; then, and in any such event, (A) if
such event is an Event of Default specified in clause (i) or (ii) of
paragraph (h) above with respect to the Borrower, automatically the
Commitments shall immediately terminate and the Committed Rate Loans
hereunder (with accrued interest thereon) and all other amounts owing under
this Agreement shall become immediately due and payable and (B) if such event
is any other Event of Default, either or both of the following actions may be
taken:  (i) with the consent of the Required Banks, the Administrative Agent
may, or upon the request of the Required Banks, the Administrative Agent
shall, by notice to the Borrower declare the Commitments to be terminated
forthwith, whereupon the Commitments shall immediately terminate; and (ii)
with the consent of the Required Banks, the Administrative Agent may, or upon
the request of the Required Banks, the Administrative Agent shall, by notice
to the Borrower, declare the Committed Rate Loans hereunder (with accrued
interest thereon) and all other amounts owing under this Agreement to be due
and payable forthwith, whereupon the same shall immediately become due and
payable.  Except as expressly provided above in this Section, presentment,
demand, protest and all other notices of any kind are hereby expressly
waived.

SECTION 10. THE ADMINISTRATIVE AGENT; THE ARRANGER AND OTHER AGENTS

10.1 Appointment.  Each Bank hereby irrevocably designates and appoints MSSF
as the Administrative Agent of such Bank under this Agreement and the other
Credit Documents, and each such Bank irrevocably authorizes MSSF, as the
Administrative Agent for such Bank, to take such action on its behalf under
the provisions of this Agreement and the other Credit Documents and to
exercise such powers and perform such duties as are expressly delegated to
the Administrative Agent by the terms of this Agreement and the other Credit
Documents, together with such other powers as are reasonably incidental
thereto.  Notwithstanding any provision to the contrary elsewhere in this
Agreement, the Administrative Agent shall not have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Bank, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Credit Document or otherwise exist against the
Administrative Agent.

10.2 Delegation of Duties.  The Administrative Agent may execute any of its
duties under this Agreement and the other Credit Documents by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties.  The Administrative Agent
shall not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care.

10.3 Exculpatory Provisions.  Neither the Administrative Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates shall
be (i) liable for any action lawfully taken or omitted to be taken by it or
such Person under or in connection with this Agreement or any other Credit
Document (except for its or such Person's own gross negligence or willful
misconduct) or (ii) responsible in any manner to any of the Banks for any
recitals, statements, representations or warranties made by the Borrower or
any officer thereof contained in this Agreement or any other Credit 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 Credit Document or for the
value, validity, effectiveness, genuineness, enforceability or sufficiency of
this Agreement or any other Credit Document or for any failure of the
Borrower to perform its obligations hereunder or thereunder. The
Administrative Agent shall not be under any obligation to any Bank 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 Credit
Document, or to inspect the properties, books or records of the Borrower.

10.4 Reliance by Administrative Agent.  The Administrative Agent shall be
entitled to rely, and shall be fully protected in relying, upon any writing,
resolution, notice, consent, certificate, affidavit, letter, cablegram,
telegram, telecopy, telex or teletype message, statement, order 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, without limitation, counsel to the
Borrower), 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 this Agreement or any other
Credit Document unless it shall first receive such advice or concurrence of
the Required Banks or all of the Banks, as may be required hereunder, as it
deems appropriate or it shall first be indemnified to its satisfaction by the
Banks 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 from liability to
the Banks in acting, or in refraining from acting, under this Agreement and
the other Credit Documents in accordance with a request of the Required Banks
or all of the Banks, as may be required hereunder, and such request and any
action taken or failure to act pursuant thereto shall be binding upon all the
Banks and their respective successors and assigns.

10.5 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
hereunder unless the Administrative Agent has received notice from a Bank or
the Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default".  In the event
that the Administrative Agent receives such a notice, the Administrative
Agent shall give notice thereof to the Banks.  The Administrative Agent shall
take such action with respect to such Default or Event of Default as shall be
reasonably directed by the Required Banks or all of the Banks, as may be
required hereunder; provided that unless and until the Administrative Agent
shall have received such directions, 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
in the best interests of the Banks.

10.6 Non-Reliance on Administrative Agent and Other Banks.  Each Bank
expressly acknowledges that neither the Administrative Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates has
made any representations or warranties to it and that no act by the
Administrative Agent hereinafter taken, including any review of the affairs
of the Borrower, shall be deemed to constitute any representation or warranty
by the Administrative Agent to any Bank.  Each Bank represents to the
Administrative Agent that it has, independently and without reliance upon the
Administrative Agent or any other Bank, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property, financial and other
condition and creditworthiness of the Borrower and made its own decision to
make its Committed Rate Loans hereunder and enter into this Agreement and the
other Credit Documents to which it is or will be a party.  Each Bank also
represents that it will, independently and without reliance upon the
Administrative Agent or any other Bank, 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 Credit Documents, and to make such
investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of
the Borrower and its Subsidiaries.  Except for notices, reports and other
documents expressly required to be furnished to the Banks by the
Administrative Agent hereunder, the Administrative Agent shall not have any
duty or responsibility to provide any Bank with any credit or other
information concerning the business, operations, property, condition
(financial or otherwise), prospects or creditworthiness of the Borrower and
its Subsidiaries which may come into the possession of the Administrative
Agent or any of its officers, directors, employees, agents, attorneys-in-fact
or Affiliates.

10.7 Indemnification.  The Banks agree to indemnify the Administrative Agent
in its capacity as such (to the extent not reimbursed by the Borrower and
without limiting the obligation of the Borrower to do so), ratably according
to their respective Commitment Percentages in effect on the date on which
indemnification is sought under this subsection (or, if indemnification is
sought after the date upon which the Commitments shall have terminated and
the Committed Rate Loans shall have been paid in full, ratably in accordance
with their Commitment Percentages immediately prior to such date), from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind
whatsoever which may at any time (including, without limitation, at any time
following the payment of the Committed Rate Loans) be imposed on, incurred by
or asserted against the Administrative Agent or any in any way relating to or
arising out of this Agreement, any of the other Credit Documents or any
documents contemplated by or referred to herein or therein or the
transactions contemplated hereby or thereby or any action taken or omitted by
the Administrative Agent under or in connection with any of the foregoing;
provided that no Bank shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting solely from the
Administrative Agent's gross negligence or willful misconduct.  The
agreements in this subsection shall survive the payment of the Committed Rate
Loans and all other amounts payable hereunder.

10.8 Administrative Agent in Its Individual Capacity.  The Administrative
Agent and its Affiliates may make loans to, accept deposits from and
generally engage in any kind of business with the Borrower and any of its
Subsidiaries as though the Administrative Agent were not the Administrative
Agent hereunder and under the other Credit Documents.  With respect to its
Committed Rate Loans made or renewed by it, the Administrative Agent shall
have the same rights and powers under this Agreement and the other Credit
Documents as any Bank and may exercise the same as though it were not the
Administrative Agent, and the terms "Bank" and "Banks" shall include the
Administrative Agent in its individual capacity.

10.9 Successor Administrative Agent.  The Administrative Agent may resign as
Administrative Agent upon 10 days' notice to the Banks; provided that any
such resignation shall not be effective until a successor agent has been
appointed and approved in accordance with this subsection 10.9, and such
successor agent has accepted its appointment.  If the Administrative Agent
shall resign as Administrative Agent under this Agreement and the other
Credit Documents, then the Required Banks shall appoint from among the Banks
a successor administrative agent for the Banks, which successor agent shall
be approved by the Borrower (which approval shall not be unreasonably
withheld), whereupon such successor administrative agent shall succeed to the
rights, powers and duties of the Administrative Agent, and the term
"Administrative Agent" shall mean such successor agent effective upon such
appointment and approval, and the former Administrative Agent's rights,
powers and duties as Administrative Agent shall be terminated, without any
other or further act or deed on the part of such former Administrative Agent
or any of the parties to this Agreement. After any retiring Administrative
Agent's resignation as Administrative Agent, the provisions of this
subsection 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 and the
other Credit Documents.

10.10 The Arranger Syndication Agent and Documentation Agent.  Each Bank
acknowledges that none of the Arranger, the Syndication Agent and the
Documentation Agent, in such respective capacity, shall have any duties or
responsibilities, or shall incur any liabilities, under this Agreement or the
other Credit Documents.

SECTION 11. MISCELLANEOUS

11.1 Amendments and Waivers.  Neither this Agreement nor any other Credit
Document, nor any terms hereof or thereof may be amended, supplemented or
modified except in accordance with the provisions of this subsection.  The
Required Banks may, or, with the written consent of the Required Banks, the
Administrative Agent may, from time to time, (i) enter into with the Loan
Parties party thereto written amendments, supplements or modifications to
this Agreement and the other Credit Documents for the purpose of adding any
provisions to this Agreement or the other Credit Documents or changing in any
manner the rights of the Banks or of the Loan Parties hereunder or thereunder
or (ii) waive, on such terms and conditions as the Required Banks or the
Administrative Agent, as the case may be, may specify in such instrument, any
of the requirements of this Agreement or the other Credit Documents or any
Default or Event of Default and its consequences; provided, however, that no
such waiver and no such amendment, supplement or modification shall (i)
reduce the amount or extend the scheduled date of maturity of any Committed
Rate Loan or reduce the stated rate of any interest or fee payable hereunder
or extend the scheduled date of any payment thereof or increase the aggregate
amount or extend the expiration date of any Bank's Commitment, in each case
without the consent of each Bank directly affected thereby, or (ii) amend,
modify or waive any provision of this subsection or reduce the percentage
specified in the definition of Required Banks, or consent to the assignment
or transfer by the Borrower of any of its rights and obligations under this
Agreement and the other Credit Documents or amend, modify or waive subsection
4.3(a) or 11.6(a), or release any Subsidiary from its Subsidiary Guarantee,
in each case without the written consent of all the Banks, or (iii) amend,
modify or waive any provision of Section 10 without the written consent of
the then Administrative Agent.  Any such waiver and any such amendment,
supplement or modification shall apply equally to each of the Banks and shall
be binding upon the Borrower, the Banks, the Agents, the Administrative Agent
and all future holders of the Committed Rate Loans.  In the case of any
waiver, the Borrower, the Banks and the Administrative Agent shall be
restored to their former position and rights hereunder and under any other
Credit Documents, and any Default or Event of Default waived shall be deemed
to be cured and not continuing; but no such waiver shall extend to any
subsequent or other Default or Event of Default, or impair any right
consequent thereon.

     (b) In addition to amendments effected pursuant to the foregoing
paragraph (a), Schedule III may be amended as follows:

         (i) Schedule III will be amended to change administrative
information contained therein (other than any interest rate definition,
Funding Time, Payment Time or notice time contained therein), upon execution
and delivery by the Borrower and the Administrative Agent of a Schedule
Amendment providing for such amendment.

        (ii) Schedule III will be amended to conform any Funding Time,
Payment Time or notice time contained therein to then-prevailing market
practices, upon execution and delivery by the Borrower, the Required Banks
and the Administrative Agent of a Schedule Amendment providing for such
amendment.

       (iii) Schedule III will be amended to change any interest rate
definition contained therein, upon execution and delivery by the Borrower,
all the Banks and the Administrative Agent of a Schedule Amendment providing
for such amendment.

     (c) The Administrative Agent shall give prompt notice to each Bank of
any amendment effect pursuant to subsection 11.1(b).

     (d) The Borrower may designate a Replacement Bank to assume the
Commitments, if any, and the obligations of any Bank (an "Objecting Bank")
that refuses to consent to an amendment, supplement or waiver that both
requires the consent of all the Banks in order to become effective and is
acceptable to one or more other Banks constituting the Required Banks, and to
purchase the outstanding Committed Rate Loans of such Objecting Bank and such
Objecting Bank's rights hereunder and with respect thereto, without recourse
upon, or warranty by, or expense to, such Objecting Bank (unless such
Objecting Bank agrees otherwise), for a purchase price equal to the
outstanding principal amount of the Committed Rate Loans of such Objecting
Bank plus (i) all interest accrued and unpaid thereon and all other amounts
owing to such Objecting Bank hereunder and (ii) any amount which would be
payable to such Objecting Bank pursuant to subsection 4.8 (assuming that all
Committed Rate Loans of such Objecting Bank were prepaid on the date of such
assumption), and upon such assumption and purchase by the Replacement Bank,
such Replacement Bank, if it is not already a Bank, shall be deemed to be a
"Bank" for purposes of this Agreement and such Objecting Bank shall cease to
be a "Bank" for purposes of this Agreement and shall no longer have any
obligations or rights hereunder (other than any obligations or rights which
according to this Agreement shall survive the termination of this Agreement).

11.2 Notices.  All notices, requests and demands to or upon the respective
parties hereto to be effective shall be in writing (including by telecopy),
and, unless otherwise expressly provided herein, shall be deemed to have been
duly given or made when delivered by hand, or five days after being deposited
in the mail, postage prepaid, or, in the case of telecopy notice, when
received, addressed as follows in the case of the Borrower, the Subsidiary
Guarantors and the Administrative Agent, and as set forth in Schedule I in
the case of the other parties hereto, or to such other address as may be
hereafter notified by the respective parties hereto and any future holders of
the Committed Rate Loans:

The Borrower:
Arrow Electronics, Inc.
25 Hub Drive
Melville, New York  11747
Attention:  Ira M. Birns

Telecopy:  (516) 391-1581
Telephone:  (516) 391-1657

The Administrative Agent:
Morgan Stanley Senior Funding, Inc.
1585 Broadway
New York, New York  10036
Attention:  James Morgan

Telecopy:   (212)
Telephone: (212) 537-1470

The Subsidiary Guarantors:
c/o Arrow Electronics, Inc.
25 Hub Drive
Melville, New York  11747
Attention:   Ira M. Birns

Telecopy:  (516) 391-1581
Telephone:  (516) 391-1657

; provided that any Notice of Borrowing, Notice of Continuation, Notice of
Conversion, Notice of Prepayment, or any notice pursuant to subsections 2.4
or 2.5 shall not be effective until received.

11.3 No Waiver; Cumulative Remedies.  No failure to exercise and no delay in
exercising, on the part of the Administrative Agent or any Bank, any right,
remedy, power or privilege hereunder or under the other Credit Documents
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 provided are
cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.

11.4 Survival of Representations and Warranties.  All representations and
warranties made hereunder, in the other Credit Documents and in any document,
certificate or statement delivered pursuant hereto or in connection herewith
shall survive the execution and delivery of this Agreement and the other
Credit Documents and the making of the Committed Rate Loans hereunder.

11.5 Payment of Expenses and Taxes.  The Borrower agrees (a) to pay or
reimburse the Administrative Agent and the Arranger for all its reasonable
out-of-pocket costs and expenses incurred in connection with the development,
preparation and execution of, and any amendment, supplement or modification
to, this Agreement and the other Credit Documents and any other documents
prepared in connection herewith or therewith, and the consummation and
administration of the transactions contemplated hereby and thereby,
including, without limitation, the fees and disbursements of counsel to the
Administrative Agent and the Arranger, (b) to pay or reimburse each Bank and
the Administrative Agent for all its reasonable costs and expenses incurred
in connection with the enforcement or preservation of any rights under this
Agreement, the other Credit Documents and any such other documents upon the
occurrence of an Event of Default, including, without limitation, the fees
and disbursements of counsel to the Administrative Agent and to the several
Banks, and (c) to pay, indemnify, and hold each Bank, each Agent, the
Arranger and the Administrative Agent harmless from, any and all recording
and filing fees and any and all liabilities with respect to, or resulting
from any delay in paying, stamp, excise and other taxes, if any, which may be
payable or determined to be payable in connection with the execution and
delivery of, or consummation or administration of any of the transactions
contemplated by, or any amendment, supplement or modification of, or any
waiver or consent under or in respect of, this Agreement, the other Credit
Documents and any such other documents, and (d) to pay, indemnify, and hold
each Bank, each Agent, the Arranger and the Administrative Agent (and their
respective directors, officers, employees and agents) (collectively, the
"indemnified person") harmless from and against any and all other
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever with
respect to the execution, delivery, enforcement, performance and
administration of this Agreement, the other Credit Documents and any such
other documents, including, without limitation, any of the foregoing relating
to the use of proceeds of the Committed Rate Loans or the violation of,
noncompliance with or liability under, any Environmental Law applicable to
the operations of the Borrower, any of its Subsidiaries or any of the
Properties (it being understood that costs and expenses incurred in
connection with the enforcement or preservation of rights under this
Agreement and the other Credit Documents shall be paid or reimbursed in
accordance with clause (b) above rather than this clause (d)) (all the
foregoing in this clause (d), collectively, the "indemnified liabilities"),
provided, that the Borrower shall have no obligation hereunder to any
indemnified person with respect to indemnified liabilities arising from (i)
the gross negligence or willful misconduct of such indemnified person or (ii)
legal proceedings commenced against the Administrative Agent or any Bank by
any security holder or creditor thereof arising out of and based upon rights
afforded any such security holder or creditor solely in its capacity as such.
Any payments required to be made by the Borrower under this subsection 11.5
shall be made within 30 days of the demand therefor.  The agreements in this
subsection shall survive repayment of the Committed Rate Loans and all other
amounts payable hereunder.

11.6 Successors and Assigns; Participations and Assignments.  This Agreement
shall be binding upon and inure to the benefit of the Borrower, the Banks,
the Administrative Agent, all future holders of the Committed Rate Loans and
their respective successors and assigns, except that the Borrower may not
assign or transfer any of its rights or obligations under this Agreement
without the prior written consent of each Bank.

     (b) Any Bank may, in the ordinary course of its commercial lending
business and in accordance with applicable law, at any time sell to one or
more banks or other entities ("Participants") participating interests in any
Loan owing to such Bank, any Commitment of such Bank or any other interest of
such Bank hereunder and under the other Credit Documents.  In the event of
any such sale by a Bank of a participating interest to a Participant, such
Bank's obligations under this Agreement to the other parties to this
Agreement shall remain unchanged, such Bank shall remain solely responsible
for the performance thereof, such Bank shall remain the holder of any such
Loan for all purposes under this Agreement and the other Credit Documents,
and the Borrower and the Administrative Agent shall continue to deal solely
and directly with such Bank in connection with such Bank's rights and
obligations under this Agreement and the other Credit Documents.  The
Borrower agrees that if amounts outstanding under this Agreement are due or
unpaid, or shall have been declared or shall have become due and payable upon
the occurrence of an Event of Default, each Participant shall be deemed to
have the right of setoff in respect of its participating interest in amounts
owing under this Agreement to the same extent as if the amount of its
participating interest were owing directly to it as a Bank under this
Agreement, provided that, in purchasing such participating interest, such
Participant shall be deemed to have agreed to share with the Banks the
proceeds thereof as provided in subsection 11.7(a) as fully as if it were a
Bank hereunder.  The Borrower also agrees that each Participant shall be
entitled to the benefits of subsections 4.5, 4.6 or 4.8 with respect to its
participation in the Commitments and the Committed Rate Loans outstanding
from time to time as if it was a Bank; provided that, in the case of
subsection 4.6, such Participant shall have complied with the requirements of
said subsection and provided, further, that no Participant shall be entitled
to receive any greater amount pursuant to any such subsection than the
transferor Bank would have been entitled to receive in respect of the amount
of the participation transferred by such transferor Bank to such Participant
had no such transfer occurred.  Each participating interest under this
Agreement sold by a Bank to a Participant after the Closing Date shall be
under terms providing that such Participant's rights to consent or withhold
consent in respect of actions by such selling Bank under this Agreement shall
be limited to such actions that, pursuant to subsection 12.1, require the
consent of all the Banks.  Each Bank selling or granting a participation
shall indemnify the Borrower and the Administrative Agent for any taxes and
liabilities that they may sustain as a result of such Bank's failure to
withhold and pay any taxes applicable to payments by such Bank to its
participant in respect of such participation.

     (c) Any Bank may, in the ordinary course of its commercial lending
business and in accordance with applicable law, at any time and from time to
time assign to any Bank or any affiliate thereof or, with the consent of the
Administrative Agent and the Borrower (which shall not be unreasonably
withheld and provided that the consent of the Borrower shall not be required
for such assignment if a Default or Event of Default pursuant to subsection
9(a) or 9(h) has occurred and is continuing at the time of such assignment),
to an additional bank or financial institutions (an "Assignee") all or any
part of its rights and obligations under this Agreement and the Committed
Rate Loans pursuant to an Assignment and Acceptance, executed by such
Assignee, such assigning Bank (and, in the case of an Assignee that is not
then a Bank or an affiliate thereof, by the Administrative Agent and the
Borrower) and delivered to the Administrative Agent for its acceptance and
recording in the Register.  Upon such execution, delivery, acceptance and
recording, from and after the effective date determined pursuant to such
Assignment and Acceptance, (x) the Assignee thereunder shall be a party
hereto and, to the extent provided in such Assignment and Acceptance, have
the rights and obligations of a Bank hereunder with a Commitment as set forth
therein, and (y) the assigning Bank thereunder shall, to the extent provided
in such Assignment and Acceptance, be released from its obligations under
this Agreement (and, in the case of an Assignment and Acceptance covering all
or the remaining portion of an assigning Bank's rights and obligations under
this Agreement, such assigning Bank shall cease to be a party hereto).
Notwithstanding anything herein to the contrary, no Assignee shall be
entitled to receive any greater amount pursuant to subsections 4.5, 4.6 or
4.8 than the transferor Bank would have been entitled to receive in respect
of the amount of the Commitment transferred by such transferor Bank to such
Assignee had no such transfer occurred, unless following the date of such
assignment, a change in any applicable Requirement of Law or any
interpretation thereof shall have occurred which entitles such Assignee to
claim additional amounts pursuant to such subsections.

     (d) The Administrative Agent shall maintain at its address referred to
in subsection 11.2 a copy of each Assignment and Acceptance delivered to it
and a register (the "Register") for the recordation of the names and
addresses of the Banks and the Commitment of, and principal amount of the
Committed Rate Loans owing hereunder to, each Bank from time to time.  The
entries in the Register shall be conclusive, in the absence of manifest
error, and the Borrower, the Administrative Agent and the Banks may treat
each Person whose name is recorded in the Register as the owner of the Loan
recorded therein for all purposes of this Agreement.  The Register shall be
available for inspection by the Borrower or any Bank at any reasonable time
and from time to time upon reasonable prior notice.

     (e) Upon its receipt of an Assignment and Acceptance executed by an
assigning Bank and an Assignee (and, in the case of an Assignee that is not
then a Bank or an affiliate thereof, by the Administrative Agent) together
with payment to the Administrative Agent of a registration and processing fee
of $3,500, the Administrative Agent shall (i) promptly accept such Assignment
and Acceptance and (ii) on the effective date determined pursuant thereto
record the information contained therein in the Register and give notice of
such acceptance and recordation to the Banks and the Borrower.

     (f) The Borrower authorizes each Bank to disclose to any Participant or
Assignee (each, a "Transferee") and any prospective Transferee any and all
financial information in such Bank's possession concerning the Borrower and
its Affiliates which has been delivered to such Bank by or on behalf of the
Borrower pursuant to this Agreement or which has been delivered to such Bank
by or on behalf of the Borrower in connection with such Bank's credit
evaluation of the Borrower and its Affiliates prior to becoming a party to
this Agreement so long as each such prospective Transferee shall execute a
confidentiality agreement containing provisions substantially similar to the
provisions contained in the next succeeding sentences of this paragraph (f).
The Administrative Agent and each Bank shall hold nonpublic information
obtained pursuant to the requirements of this Agreement other than
information (i) that is, or generally becomes, available to the public, (ii)
that was or becomes available to the Administrative Agent or any Bank on a
nonconfidential basis or (iii) that becomes available to the Administrative
Agent or any Bank from a Person or other source that is not, to the best
knowledge of the Administrative Agent or such Bank, as the case may be,
otherwise bound by a confidentiality obligation to the Borrower, in
accordance with its customary procedures for treatment of confidential
information and in accordance with safe and sound banking practices and in
any event, may make disclosure reasonably required by any Governmental
Authority or representative thereof pursuant to subpoena or other legal
process or as otherwise required by law, order or regulation.  Unless
specifically prohibited by applicable law, regulation, rule or court order,
the Administrative Agent and each Bank shall notify the Borrower of any
request by any Governmental Authority or representative thereof (other than
any such request in connection with an examination of the financial condition
of the Administrative Agent or such Bank by such Governmental Authority) for
disclosure of such information by the Administrative Agent or such Bank so
that any of them may seek an appropriate protective order.  Except as may be
required by an order of a court of competent jurisdiction and to the extent
set forth therein, neither the Administrative Agent nor any Bank shall be
obligated or required to return any materials furnished by the Borrower.
Nothing in this paragraph (f) shall prohibit the Administrative Agent or any
Bank from disclosing nonpublic information to its examiners, regulators and
professional advisors.

     (g) Nothing herein shall prohibit any Bank from pledging or assigning
any Loan to any Federal Reserve Bank in accordance with applicable law or
require any Bank to obtain the consent of any Loan Party in order to pledge
or assign any Loan to any Federal Reserve Bank in accordance with applicable
law.

11.7 Adjustments; Set-off.  If any Bank (a "benefited Bank") shall at any
time receive any payment of all or part of its Committed Rate Loans then due
and owing to it, or interest thereon, or receive any collateral in respect
thereof (whether voluntarily or involuntarily, by set-off, pursuant to events
or proceedings of the nature referred to in Section 9(h), or otherwise), in a
greater proportion than any such payment to or collateral received by any
other Bank, if any, in respect of such other Bank's Committed Rate Loans then
due and owing to it, or interest thereon, such benefited Bank shall purchase
for cash from the other Banks a participating interest in such portion of
each such other Bank's Committed Rate Loans, or shall provide such other
Banks with the benefits of any such collateral, or the proceeds thereof, as
shall be necessary to cause such benefited Bank to share the excess payment
or benefits of such collateral or proceeds ratably with each of the Banks;
provided, however, that if all or any portion of such excess payment or
benefits is thereafter recovered from such benefited Bank, such purchase
shall be rescinded, and the purchase price and benefits returned, to the
extent of such recovery, but without interest.  The Borrower agrees that each
Bank so purchasing a portion of another Bank's Loan may exercise all rights
of payment (including, without limitation, rights of set-off) with respect to
such portion as fully as if such Bank were the direct holder of such portion.

     (b)  In addition to any rights and remedies of the Banks provided by
law, each Bank shall have the right, without prior notice to the Borrower,
any such notice being expressly waived by the Borrower to the extent
permitted by applicable law, upon any amount becoming due and payable by the
Borrower hereunder or under this Agreement or the other Credit Documents
(whether at the stated maturity, by acceleration or otherwise) to set-off and
appropriate and apply against such amount any and all deposits (general or
special, time or demand, provisional or final), in any currency, and any
other credits, indebtedness or claims, in any currency, in each case whether
direct or indirect, absolute or contingent, matured or unmatured, at any time
held or owing by such Bank or any branch or agency thereof to or for the
credit or the account of the Borrower.  Each Bank agrees promptly to notify
the Borrower and the Administrative Agent after any such set-off and
application made by such Bank, provided that the failure to give such notice
shall not affect the validity of such set-off and application.

11.8 Counterparts.  This Agreement may be executed by one or more of the
parties to this Agreement on any number of separate counterparts (including
by telecopy), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.  A set of the copies of this
Agreement signed by all the parties shall be lodged with the Borrower and the
Administrative Agent.

11.9 Severability.  Any provision of this Agreement which 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 hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

11.10 Integration.  This Agreement and the other Credit Documents represent
the agreement of the Borrower, the Administrative Agent and the Banks with
respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the Administrative Agent or
any Bank relative to subject matter hereof not expressly set forth or
referred to herein or in the other Credit Documents.

11.11 GOVERNING LAW.  THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND THE OTHER
CREDIT DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

11.12 Submission to Jurisdiction; Waivers.  The Borrower hereby irrevocably
and unconditionally:

     (i) submits for itself and its property in any legal action or
proceeding relating to this Agreement and the other Credit Documents to which
it is a party, or for recognition and enforcement of any judgment in respect
thereof, to the non-exclusive general jurisdiction of the Courts of the State
of New York, the courts of the United States of America for the Southern
District of New York, and appellate courts from any thereof;

    (ii) consents that any such action or proceeding may be brought in such
courts and waives any objection that it may now or hereafter have to the
venue of any such action or proceeding in any such court or that such action
or proceeding was brought in an inconvenient court and agrees not to plead or
claim the same;

   (iii) agrees that service of process in any such action or proceeding may
be effected by mailing a copy thereof by registered or certified mail (or any
substantially similar form of mail), postage prepaid, to the Borrower at its
address set forth in subsection 11.2 or at such other address of which the
Administrative Agent shall have been notified pursuant thereto;

    (iv) agrees that nothing herein shall affect the right to effect service
of process in any other manner permitted by law or shall limit the right to
sue in any other jurisdiction; and

     (v) waives, to the maximum extent not prohibited by law, any right it
may have to claim or recover in any legal action or proceeding referred to in
this subsection any special, exemplary, punitive or consequential damages.

11.13 Acknowledgments.  The Borrower hereby acknowledges that:

     (a) it has been advised by counsel in the negotiation, execution and
delivery of this Agreement and the other Credit Documents;

     (b) none of the Administrative Agent or any Bank has any fiduciary
relationship with or duty to the Borrower arising out of or in connection
with this Agreement or any of the other Credit Documents, and the
relationship between the Administrative Agent and the Banks, on one hand, and
the Borrower, on the other hand, in connection herewith or therewith is
solely that of debtor and creditor; and

     (c) no joint venture is created hereby or by the other Credit Documents
or otherwise exists by virtue of the transactions contemplated hereby among
the Banks or among the Borrower and the Banks.

11.14 WAIVERS OF JURY TRIAL.  THE BORROWER, THE ADMINISTRATIVE AGENT AND THE
BANKS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT
AND FOR ANY COUNTERCLAIM THEREIN.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.


ARROW ELECTRONICS, INC.


By:    /s/ Robert E. Klatell
       ------------------------
Name:  Robert E. Klatell
Title: Executive Vice President


MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, Syndication
Agent, Documentation Agent and as a Bank


By:
Name:
Title:



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>5
<FILENAME>ex23eyconsent.txt
<DESCRIPTION>ERNST & YOUNG CONSENT
<TEXT>


                                                                EXHIBIT 23


                     CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statements
(Forms S-8 No. 333-52872, No. 333-37704, No. 333-70343, No. 333-45631, No.
33-55565, No. 33-66594, No. 33-48252, No. 33-20428 and No. 2-78185) and in the
related Prospectuses pertaining to the employee stock plans of Arrow
Electronics, Inc., in the Registration Statement and related Prospectus (Form
S-3 No. 333-38692) pertaining to the registration of 775,000 shares of Arrow
Electronics, Inc. common stock, and in the Registration Statement and related
Prospectus (Form S-3 No. 333-50572) pertaining to the sale of up to
$2,000,000,000 in aggregate offering price of any combination of securities
described in the Prospectus, in the Registration Statement and related
Prospectus (Form S-4 No. 333-51100) pertaining to the issuance of up to
$1,075,000,000 in aggregate principal amount of exchange notes, in the
Registration Statement (Form S-3 No. 333-91387) and in the related Prospectus
pertaining to the registration and issuance of the senior notes and senior
debentures of Arrow Electronics, Inc., in the Registration Statement (Form  S-3
No. 333-52695) and in Amendment No. 1 to the Registration Statement (Form
S-3 No. 333-19431) and in the related Prospectuses pertaining to the
registration and issuance of the senior notes and senior debentures of Arrow
Electronics, Inc., in Amendment No. 1 to the Registration Statement and related
Prospectus (Form S-3 No. 33-54473) pertaining to the registration of 1,376,843
shares of Arrow Electronics, Inc. Common Stock, in Amendment No. 1 to the
Registration Statement (Form S-3 No. 33-67890) and in the related Prospectus
pertaining to the registration of 1,009,086 shares of Arrow Electronics, Inc.
Common Stock, in Amendment No. 1 to the Registration Statement and related
Prospectus (Form S-3 No. 33-42176) pertaining to the registration of up to
944,445 shares of Arrow Electronics, Inc. Common Stock held by Aquarius
Investments Ltd. and Andromeda Investments Ltd., of our report dated
February 13, 2001, except for paragraph 11 of Note 4, as to which date is
March 1, 2001 with respect to the consolidated financial statements and schedule
of Arrow Electronics, Inc. included in this Annual Report on Form 10-K for the
year ended December 31, 2000.



                                                    /s/ ERNST & YOUNG LLP



New York, New York
March 27, 2001


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>ex10ciiifmsemplagmt.txt
<DESCRIPTION>FRANCIS M. SCRICCO EMPLOYMENT AGREEMENT
<TEXT>

     EMPLOYMENT AGREEMENT made as of the 1st day of July, 2000 by and between
ARROW ELECTRONICS, INC., a New York corporation with its principal office at
25 Hub Drive, Melville, New York 11747 (the "Company"), and FRANCIS M.
SCRICCO, residing at 428 Harbor Road, Cold Spring Harbor, New York 11724 (the
"Executive").

     WHEREAS, the Executive is now and has been employed by the Company as
President and Chief Operating Officer, with the responsibilities and duties
of a principal executive officer of the Company; and

     WHEREAS, the Company wishes to provide for the continued employment of
the Executive as President and Chief Executive Officer of the Company after
the date of this Employment Agreement (the "Agreement"); and

     WHEREAS, the Executive wishes to accept such employment and to render
services to the Company on the terms set forth in, and in accordance with the
provisions of, this Agreement;

     NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties agree as follows:

       1.  Employment and Duties.

           a)  Employment.  The Company hereby employs the Executive for the
Employment Period defined in Paragraph 3, to perform such duties for the
Company, its subsidiaries and affiliates and to hold such offices as may be
specified from time to time by the Company's Board of Directors, subject to
the following provisions of this Agreement.  The Executive hereby accepts
such employment.

           b)  Duties and Responsibilities.  It is contemplated that the
Executive will be the President and Chief Executive Officer of the Company
but the Board of Directors shall have the right to adjust the duties,
responsibilities and title of the Executive as the Board of Directors may
from time to time deem to be in the interests of the Company (provided,
however, that during the Employment Period, without the consent of the
Executive, he shall not be assigned any titles, duties or responsibilities
which, in the aggregate, represent a material diminution in, or are
materially inconsistent with, his title, duties, and responsibilities as
President and Chief Executive Officer).  If the Board of Directors does not
either continue the Executive in the office of President and Chief Executive
Officer or elect him to some other principal executive office satisfactory to
the Executive, the Executive shall have the right to decline to give further
service to the Company and shall have the rights and obligations which would
accrue to him under Paragraph 8 if he were discharged without cause.  If the
Executive decides to exercise such right to decline to give further service,
he shall within forty-five days after such action or omission by the Board of
Directors give written notice to the Company stating his objection and the
action he thinks necessary to correct it, and he shall permit the Company to
have a forty-five day period in which to correct its action or omission.  If
the Company makes a correction satisfactory to the Executive, the Executive
shall be obligated to continue to serve the Company.  If the Company does not
make such a correction, the Executive's rights and obligations under
Paragraph 8 shall accrue at the expiration of such forty-five day period.

           c)  Time Devoted to Duties.  The Executive shall devote
substantially all of his normal business time and efforts to the business of
the Company, its subsidiaries and its affiliates, the amount of such time to
be sufficient, in the reasonable judgment of the Board of Directors, to
permit him diligently and faithfully to serve and endeavor to further their
interests to the best of his ability.

       2.  Compensation.

           a)  Monetary Remuneration and Benefits.  During the Employment
Period, the Company shall pay to the Executive for all services rendered by
him in any capacity:

               i.  a minimum base salary at the rate of $700,000 per year
(payable in accordance with the Company's then prevailing practices, but in
no event less frequently than in equal monthly installments), subject to
increase from time to time in the sole discretion of the Board of Directors
of the Company; provided that, should the Company institute a company-wide
pay cut/furlough program, such salary may be decreased by up to 15%, but only
for as long as said company-wide program is in effect;

              ii.  such additional compensation by way of salary or bonus or
fringe benefits as the Board of Directors of the Company in its sole
discretion shall authorize or agree to pay, payable on such terms and
conditions as it shall determine; and

             iii.  such employee benefits that are made available by the
Company to its other principal executives.

           b)  Annual Incentive Payment.  The Executive shall participate in
the Company's Chief Executive Officer 1999 Performance Bonus Plan, as amended
(or any alternative, successor, or replacement plan or program), and shall
have a targeted incentive thereunder equal to his annual base salary;
provided, however, that the Executive's actual incentive payment in any year
shall be measured by the Company's performance against goals established by
the Board of Directors for that year and that such performance may produce an
incentive payment ranging from none to any maximum established under such
plan or by the Board of Directors of the Company.  The Executive's incentive
payment for any year will be appropriately pro-rated to reflect a partial
year of employment.

           c)  Supplemental Executive Retirement Plan.  The Executive shall
continue to participate in the Company's Unfunded Pension Plan for Selected
Executives (the "SERP"), which shall provide him with an annual minimum
benefit of $300,000 per year upon retirement at age 60.

           d)  Vacation.  During the Employment Period, the Executive will be
given four weeks' vacation with full pay each year, to be taken at the
Executive's discretion; provided, however, that the Executive will use his
best efforts to ensure that such vacation does not unduly interfere with the
operation and performance of the business of the Company, its subsidiaries or
its affiliates.

           e) Expenses.  During the Employment Period, the Company agrees to
reimburse the Executive, upon the submission of appropriate vouchers, for
out-of-pocket expenses (including, without limitation, expenses for travel,
lodging and entertainment) incurred by the Executive in the course of his
duties hereunder.

           f)  Office and Staff.  The Company will provide the Executive with
an office, secretary and such other facilities as may be reasonably required
for the proper discharge of his duties hereunder.

           g)  Indemnification.  The Company agrees to indemnify the
Executive for any and all liabilities to which he may be subject as a result
of his employment hereunder (and as a result of his service as an officer or
director of the Company, or as an officer or director of any of its
subsidiaries or affiliates), as well as the costs of any legal action brought
or threatened against him as a result of such employment, to the fullest
extent permitted by law.

           h)  Participation in Plans.  Notwithstanding any other provision
of this Agreement, the Executive shall have the right to participate in any
and all of the plans or programs made available by the Company (or its
subsidiaries, divisions or affiliates) to, or for the benefit of, executives
(including the annual stock option and restricted stock grant programs) or
employees in general, on a basis consistent with other senior executives.

     3.  The Employment Period.

         The "Employment Period", as used in the Agreement, shall mean the
period beginning as of the date hereof and terminating on the last day of the
calendar month in which the first of the following occurs:

         a)  the death of the Executive;

         b)  the disability of the Executive as determined in accordance with
Paragraph 4 hereof and subject to the provisions thereof;

         c)  the termination of the Executive's employment by the Company for
cause in accordance with Paragraph 6 hereof; or

         d)  December 31, 2003; provided, however, that, if either the
Company or the Executive does not give the other at least twelve months
notice of its intention to permit this Agreement to expire on the then
scheduled termination date of the Employment Period (unless sooner terminated
as otherwise provided herein), the Employment Period shall automatically be
extended for one or more additional twelve month periods beyond the then
scheduled expiration date thereof.

     4.  Disability.

         For purposes of this Agreement, the Executive will be deemed
"disabled" upon the earlier to occur of (i) his becoming disabled as defined
under the terms of the disability benefit program applicable to the
Executive, if any, and (ii) his absence from his duties hereunder on a full-
time basis for one hundred eighty (180) consecutive days as a result of his
incapacity due to accident or physical or mental illness.  If the Executive
becomes disabled (as defined in the preceding sentence), the Employment
Period shall terminate on the last day of the month in which such disability
is determined.  Until such termination of the Employment Period, the Company
shall continue to pay to the Executive his base salary, any additional
compensation authorized by the Company's Board of Directors, and any other
remuneration and benefits provided in accordance with Paragraph 2, all
without delay, diminution or proration of any kind whatsoever (except that
his remuneration hereunder shall be reduced by the amount of any payments he
may otherwise receive as a result of his disability pursuant to a disability
program provided by or through the Company), and his medical benefits and
life insurance shall remain in full force.  After termination of the
Employment Period as a result of the disability of the Executive, the medical
benefits covering the Executive and his family shall remain in place (subject
to the eligibility requirements and other conditions continued in the
underlying plan, as described in the Company's employee benefits manual, and
subject to the requirement that the Executive continue to pay the "employee
portion" of the cost thereof), and the Executive's life insurance policy
under the Management Insurance Program shall be transferred to him, as
provided in the related agreement, subject to the obligation of the Executive
to pay the premiums therefor.

         In the event that, notwithstanding such a determination of
disability, the Executive is determined not to be totally and permanently
disabled prior to the then scheduled expiration of the Employment Period, the
Executive shall be entitled to resume employment with the Company under the
terms of this Agreement for the then remaining balance of the Employment
Period.

     5.  Parachute Payments.

         There is currently an agreement between the Executive and the
Company dated September 1, 1997 relating to the rights of the parties in the
event of a "change of control" of the Company as therein defined, which is
comparable to similar agreements between the Company and certain other
principal executive officers.  At no time during the Employment Period shall
the terms and conditions applicable to the Executive in the event of a change
of control (including the basis on which the Executive may become entitled to
compensation or benefits in connection with such a change) be less favorable
than the terms and conditions applicable to such other principal executive
officers of the Company.

     6.  Termination for Cause.

         In the event of any malfeasance, willful misconduct, active fraud or
gross negligence by the Executive in connection with his employment
hereunder, the Company shall have the right to terminate the Employment
Period by giving the Executive notice in writing of the reason for such
proposed termination.  If the Executive shall not have corrected such conduct
to the satisfaction of the Company within thirty days after such notice, the
Employment Period shall terminate and the Company shall have no further
obligation to the Executive hereunder but the restriction on the Executive's
activities contained in Paragraph 9 and the obligations of the Executive
contained in Paragraph 10(b) and 10(c) shall continue in effect as provided
therein.

     7.  Death Benefit.

         The Executive is a participant in the Company's Management Insurance
Program.  During the Employment Period, the Company will continue to maintain
in effect for the Executive such program or some other form of life insurance
providing the Executive's estate or named beneficiary a benefit upon the
Executive's death at least equal to the net after-tax benefit provided by the
Management Insurance Program.

     8.  Termination Without Cause.

         In the event that the Company discharges the Executive without
cause, the Executive shall be entitled to the salary provided in Paragraph
2(a), two thirds of his base salary in place of the incentive provided in
Paragraph 2(b), the vesting of any restricted stock awards and the immediate
exercisability of any stock options, as well as his rights under Paragraph 4,
which would have vested or become exercisable during the full Employment
Period (which, in that event, shall continue until the then scheduled
termination date unless sooner terminated by the Executive's disability or
death), and the Company shall have no right to set off payments due the
Executive with any amounts he may earn from gainful employment elsewhere.  It
is expressly agreed and understood that the Executive shall be under no
obligation to seek such employment.  The provisions of Paragraph 9
restricting the Executive's activities and Executive's obligations under
Paragraph 10(b) and 10(c) shall continue in effect.  The provisions of this
Paragraph 8 shall not act to limit the Executive's ability to recover damages
from the Company for breaching this Agreement by terminating the Employment
Period without cause, except as otherwise permitted by Paragraph 3.

     9.  Non-Competition; Trade Secrets.

         During the Employment Period and for a period of two years after the
termination of the Employment Period, the Executive will not, directly or
indirectly:

         a)  Disclosure of Information.  Use, attempt to use, disclose or
otherwise make known to any person or entity (other than to the Board of
Directors of the Company or otherwise in the course of the business of the
Company, its subsidiaries or affiliates and except as may be required by
applicable law):

             i.  any knowledge or information, including, without limitation,
lists of customers or suppliers, trade secrets, know-how, inventions,
discoveries, processes and formulae, as well as all data and records
pertaining thereto, which he may acquire in the course of his employment, in
any manner which may be detrimental to or cause injury or loss to the
Company, its subsidiaries or affiliates; or

            ii.  any knowledge or information of a confidential nature
(including all unpublished matters) relating to, without limitation, the
business, properties, accounting, books and records, trade secrets or
memoranda of the Company, its subsidiaries or affiliates, which he now knows
or may come to know in any manner which may be detrimental to or cause injury
or loss to the Company its subsidiaries or affiliates.

         b)  Non-Competition.  Engage or become interested in the United
States, Canada, Mexico, Europe, or Asia (whether as an owner, shareholder,
partner, lender or other investor, director, officer, employee, consultant or
otherwise) in the business of distributing electronic parts, components,
supplies or systems, or any other business that is competitive with the
principal business or businesses then conducted by the Company, its
subsidiaries or affiliates (provided, however, that nothing contained herein
shall prevent the Executive from acquiring or owning less than 1% of the
issued and outstanding capital stock or debentures of a corporation whose
securities are listed on the New York Stock Exchange, American Stock
Exchange, or the National Association of Securities Dealers Automated
Quotation System, if such investment is otherwise permitted by the Company's
Human Resource and Conflict of Interest policies);

         c)  Solicitation.  Solicit or participate in the solicitation of any
business of any type conducted by the Company, its subsidiaries or
affiliates, during said term or thereafter, from any person, firm or other
entity which was or at the time is a supplier or customer, or prospective
supplier or customer, of the Company, its subsidiaries or affiliates; or

         d)  Employment.  Employ or retain, or arrange to have any other
person, firm or other entity employ or retain, or otherwise participate in
the employment or retention of, any person who was an employee or consultant
of the Company, its subsidiaries or affiliates, at any time during the period
of twelve consecutive months immediately preceding such employment or
retention.

         The Executive will promptly furnish in writing to the Company, its
subsidiaries or affiliates, any information reasonably requested by the
Company (including any third party confirmations) with respect to any
activity or interest the Executive may have in any business.

         Except as expressly herein provided, nothing contained herein is
intended to prevent the Executive, at any time after the termination of the
Employment Period, from either (i) being gainfully employed or (ii)
exercising his skills and abilities outside of such geographic areas,
provided in either case the provisions of this Agreement are complied with.

     10.  Preservation of Business.

          a)  General.  During the Employment Period, the Executive will use
his best efforts to advance the business and organization of the Company, its
subsidiaries and affiliates, to keep available to the Company, its
subsidiaries and affiliates, the services of present and future employees and
to advance the business relations with its suppliers, distributors, customers
and others.

          b)  Patents and Copyrights, etc.  The Executive agrees, without
additional compensation, to make available to the Company all knowledge
possessed by him relating to any methods, developments, inventions,
processes, discoveries and/or improvements (whether patented, patentable or
unpatentable) which concern in any way the business of the Company, it
subsidiaries or affiliates, whether acquired by the Executive before or
during his employment or retention hereunder.

         Any methods, developments, inventions, processes, discoveries and/or
improvements (whether patented, patentable or unpatentable) which the
Executive may conceive of or make, related directly or indirectly to the
business or affairs of the Company, its subsidiaries or affiliates, or any
part thereof, during the Employment Period, shall be and remain the property
of the Company.  The Executive agrees promptly to communicate and disclose
all such methods, developments, inventions, processes, discoveries and/or
improvements to the Company and to execute and deliver to it any instruments
deemed necessary by the Company to effect the disclosure and assignment
thereof to it.  The Executive also agrees, on request and at the expense of
the Company, to execute patent applications and any other instruments deemed
necessary by the Company for the prosecution of such patent applications or
the acquisition of Letters Patent in the United States or any other country
and for the assignment to the Company of any patents which may be issued.
The Company shall indemnify and hold the Executive harmless from any and all
costs, expenses, liabilities or damages sustained by the Executive by reason
of having made such patent application or being granted such patents.

         Any writings or other materials written or produced by the Executive
or under his supervision (whether alone or with others and whether or not
during regular business hours), during the Employment Period which are
related, directly or indirectly, to the business or affairs of the Company,
its subsidiaries or affiliates, or are capable of being used therein, and the
copyright thereof, common law or statutory, including all renewals and
extensions, shall be and remain the property of the Company.  The Executive
agrees promptly to communicate and disclose all such writings or materials to
the Company and to execute and deliver to it any instruments deemed necessary
by the Company to effect the disclosure and assignment thereof to it.  The
Executive further agrees, on request and at the expense of the Company, to
take any and all action deemed necessary by the Company to obtain copyrights
or other protections for such writings or other materials or to protect the
Company's right, title and interest therein.  The Company shall indemnify and
hold the Executive harmless from any and all costs, expenses, liabilities or
damages sustained by the Executive by reason of the Executive's compliance
with the Company's request.

         c)  Return of Documents.  Upon the termination of the Employment
Period, including any termination of employment described in Paragraph 8 or
Paragraph 1(b), the Executive will promptly return to the Company all copies
of information protected by Paragraph 9(a) hereof or pertaining to matters
covered by subparagraph (b) of this Paragraph 10 which are in his possession,
custody or control, whether prepared by him or others.

     11  Separability.

         The Executive agrees that the provisions of Paragraphs 9 and 10
hereof constitute independent and separable covenants which shall survive the
termination of the Employment Period and which shall be enforceable by the
Company notwithstanding any rights or remedies the Executive may have under
any other provisions hereof.  The Company agrees that the provisions of
Paragraphs 4, 7, and 8 hereof constitute independent and separable covenants
which shall survive the termination of the Employment Period and which shall
be enforceable by the Executive notwithstanding any rights or remedies the
Company may have under any other provisions hereof.

     12.  Specific Performance.

          The Executive acknowledges that (i) the services to be rendered
under the provisions of this Agreement and the obligations of the Executive
assumed herein are of a special, unique and extraordinary character; (ii) it
would be difficult or impossible to replace such services and obligations;
(iii) the Company, it subsidiaries and affiliates will be irreparably damaged
if the provision hereof are not specifically enforced; and (iv) the award of
monetary damages will not adequately protect the Company, its subsidiaries
and affiliates in the event of a breach hereof by the Executive.  The Company
acknowledges that (i) the Executive will be irreparably damaged if the
provisions of Paragraphs 1(b), 4, 7, and 8 hereof are not specifically
enforced; and (ii) the award of monetary damages will not adequately protect
the Executive in the event of a breach thereof by the Company.  By virtue
thereof, the Executive agrees and consents that if he violates any of the
provisions of this Agreement, and the Company agrees and consents that if it
violates any of the provisions of Paragraphs 1(b), 4, 7, and 8 hereof, the
other party, in addition to any other rights and remedies available under
this Agreement or otherwise, shall (without any bond or other security being
required and without the necessity of proving monetary damages) be entitled
to a temporary and/or permanent injunction to be issued by a court of
competent jurisdiction restraining the breaching party from committing or
continuing any violation of this Agreement, or any other appropriate decree
of specific performance.  Such remedies shall not be exclusive and shall be
in addition to any other remedy which any of them may have.

     13.  Miscellaneous.

          a)  Entire Agreement; Amendment.  This Agreement constitutes the
whole employment agreement between the parties and may not be modified,
amended or terminated except by a written instrument executed by the parties
hereto.  All other agreements between the parties pertaining to the
employment or remuneration of the Executive not specifically contemplated
hereby or incorporated or merged herein are terminated and shall be of no
further force or effect.

          b)  Assignment.  Except as stated below, this Agreement is not
assignable by the Company without the written consent of the Executive, or by
the Executive without the written consent of the Company, and any purported
assignment by either party of such party's rights and/or obligations under
this Agreement shall be null and void; provided, however, that,
notwithstanding the foregoing, the Company may merge or consolidate with or
into another corporation, or sell all or substantially all of its assets to
another corporation or business entity or otherwise reorganize itself,
provided the surviving corporation or entity, if not the Company, shall
assume this Agreement and become obligated to perform all of the terms and
conditions hereof, in which event the Executive's obligations shall continue
in favor of such other corporation or entity.

          c)  Waivers, etc.  No waiver of any breach or default hereunder
shall be considered valid unless in writing, and no such waiver shall be
deemed a waiver of any subsequent breach or default of the same or similar
nature.  The failure of any party to insist upon strict adherence to any term
of this Agreement on any occasion shall not operate or be construed as a
waiver of the right to insist upon strict adherence to that term of any other
term of this Agreement on that or any other occasion.

          d)  Provisions Overly Broad.  In the event that any term or
provision of this Agreement shall be deemed by a court of competent
jurisdiction to be overly broad in scope, duration or area of applicability,
the court considering the same shall have the power and hereby is authorized
and directed to modify such term or provision to limit such scope, duration
or area, or all of them, so that such term or provision is no longer overly
broad and to enforce the same as so limited.  Subject to the foregoing
sentence, in the event any provision of this Agreement shall be held to be
invalid or unenforceable for any reason, such invalidity or unenforceability
shall attach only to such provision and shall not affect or render invalid or
unenforceable any other provision of this Agreement.

          e)  Notices.  Any notice permitted or required hereunder shall be
in writing and shall be deemed to have been given on the date of delivery or,
if mailed by registered or certified mail, postage prepaid, on the date of
mailing:

              i.  if to the Executive to:

                  Francis M. Scricco
                  428 Harbor Road
                  Cold Spring Harbor, NY  11724

             ii. if to the Company to:

                 Arrow Electronics, Inc.
                 25 Hub Drive
                 Melville, New York 11747
                 Attention:  Robert E. Klatell
                              Executive Vice President

Either party may, by notice to the other, change his or its address for
notice hereunder.

          f)  New York Law.  This Agreement shall be construed and governed
in all respects by the internal laws of the State of New York, without giving
effect to principles of conflicts of law.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.


Attest:                                       ARROW ELECTRONICS, INC.

                                              /s/ Robert E. Klatell
- ------------------------                      ------------------------
Secretary                                     Executive Vice President


                                              THE EXECUTIVE

                                              /s/ Francis M. Scricco
                                              ------------------------
                                              Francis M. Scricco
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>ex10cviimenefeeemplagmt.txt
<DESCRIPTION>STEVEN W. MENEFEE EMPLOYMENT AGREEMENT
<TEXT>

     AMENDED AND RESTATED EMPLOYMENT AGREEMENT made as of the 22nd day of
December 1999 by and between ARROW ELECTRONICS, INC., a New York corporation
with its principal office at 25 Hub Drive, Melville, New York 11747 (the
"Company"), and STEVEN W. MENEFEE, residing at 173 LuRay, Los Gatos,
California 95032 (the "Executive").

     WHEREAS, the Executive is now and has been employed by the Company as a
Senior Vice President, with the responsibilities and duties of a principal
executive officer of the Company; and

     WHEREAS, the Executive and the Company are parties to that certain
Amended and Restated Employment Agreement made as of the 1st day of April
1996; and

     WHEREAS, the Company and the Executive wish to provide for the continued
employment of the Executive as an employee of the Company and for him to
continue to render services to the Company on the terms set forth in, and in
accordance with the provisions of, this Amended and Restated Employment
Agreement (the "Agreement");

     NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties agree as follows:

       1.  Employment and Duties.

           a)  Employment.  The Company hereby employs the Executive for the
Employment Period defined in Paragraph 3, to perform such duties for the
Company, its subsidiaries and affiliates and to hold such offices as may be
specified from time to time by the Company's Board of Directors.  The
Executive hereby accepts such employment.

           b)  Duties and Responsibilities.  It is contemplated that the
Executive will be Senior Vice President of Corporate Marketing of the Company
until December 31, 1999 and President of the Company's Asian operations
thereafter, but the Board of Directors shall have the right to adjust the
duties, responsibilities, and title of the Executive as the Board of
Directors may from time to time deem to be in the interests of the Company;
provided, however, that during the Employment Period, without the consent of
the Executive, and except as contemplated hereunder, he shall not be assigned
any titles, duties or responsibilities which, in the aggregate, represent a
material diminution in, or are materially inconsistent with, his prior title,
duties, and responsibilities.

           c)  Time Devoted to Duties.  The Executive shall devote all of his
normal business time and efforts to the business of the Company, its
subsidiaries and its affiliates, the amount of such time to be sufficient, in
the reasonable judgment of the Board of Directors, to permit him diligently
and faithfully to serve and endeavor to further their interests to the best
of his ability.  It is understood and agreed, however, that the Executive is
expected to reduce his time committed to the Company to 50% of his normal
business time (approximately 120 working days per year, excluding holidays
and vacation days) commencing January 1, 2000.

           d)  Location of Office.  Commencing January 1, 2000, the Executive
may continue to maintain his residence and office in the San Jose area or
relocate to the Phoenix area.  The Company will not be responsible for any
relocation support or expense if the Executive chooses to relocate.
Thereafter, the Company shall not require the Executive to locate his office
more than fifty miles from his current residence address in the San Jose area
(or from his then residence in the Phoenix area if he chooses to relocate),
without his prior written consent.

     2.  Compensation.

         a)  Monetary Remuneration and Benefits.  During the Employment
Period, the Company shall pay to the Executive for all services rendered by
him in any capacity:

             i. a minimum base salary of $340,000 per year through December
31, 1999 and $370,000 per year thereafter (payable in accordance with the
Company's then prevailing practices, but in no event less frequently than in
equal monthly installments), subject to increase if the Board of Directors of
the Company in its sole discretion so determines;

            ii.  such additional compensation by way of salary or bonus or
fringe benefits as the Board of Directors of the Company in its sole
discretion shall authorize or agree to pay, payable on such terms and
conditions as it shall determine(it being understood, however, that the
Executive and the Company do not contemplate that the Executive will receive
any incentive compensation or bonus in respect of periods after December 31,
1999); and

           iii.  such employee benefits that are made available by the
Company to its other principal executives.

         b)  Automobile.  During the Employment Period, the Company will pay
the Executive a monthly automobile allowance of $850.

         c)  Expenses.  During the Employment Period, the Company agrees to
reimburse the Executive, upon the submission of appropriate vouchers, for
out-of-pocket expenses (including, without limitation, expenses for travel,
lodging and entertainment) incurred by the Executive in the course of his
duties hereunder.

         d)  Office and Staff.  The Company will provide the Executive with
an office, secretary and such other facilities as may be reasonably required
for the proper discharge of his duties hereunder.

          e)  Indemnification.  The Company agrees to indemnify the Executive
for any and all liabilities to which he may be subject as a result of his
employment hereunder (and as a result of his service as an officer or
director of the Company, or as an officer or director of any of its
subsidiaries or affiliates), as well as the costs of any legal action brought
or threatened against him as a result of such employment, to the fullest
extent permitted by law.

          f)  Participation in Plans.  Notwithstanding any other provision of
this Agreement, the Executive shall have the right to participate in any and
all of the plans or programs made available by the Company (or it
subsidiaries, divisions or affiliates) to, or for the benefit of, executives
or employees in general.

          g)  Supplemental Executive Retirement Plan.  The Executive is
currently a participant in the Company's Unfunded Pension Plan for Selected
Executives (the "SERP").  Effective January 1, 2000, the Executive's
participation in the SERP will be modified so as to provide him with an
annual retirement benefit of $80,000 per year if he retires after December
31, 2001, an annual retirement benefit of $92,000 if he retires after
December 31, 2002, an annual retirement benefit of $104,000 if he retires
after December 31, 2003, and an annual retirement benefit of $115,000 if he
retires after December 31, 2004.  If the Employment Period is terminated at
June 30, 2001 as a result of an election under Paragraph 3(d) of this
Agreement, the Executive's annual SERP benefit would be reduced to $60,000
(or pro-rated appropriately if the Employment Period terminates pursuant to
such an election between July 1, 2001 and December 31, 2001).  Except for the
foregoing, the rights, terms, privileges, and conditions of the Executive's
participation in the SERP remain unchanged.

     3.  The Employment Period.

         The "Employment Period," as used in the Agreement, shall mean the
period beginning as of the date hereof and terminating on the last day of the
calendar month in which the first of the following occurs:

         a)  the death of the Executive;

         b)  the disability of the Executive as determined in accordance with
Paragraph 4 hereof and subject to the provisions thereof;

         c)  the termination of the Executive's employment by the Company for
cause in accordance with Paragraph 5 hereof; or

         d)  December 31, 2001; provided, however, that, unless sooner
terminated as otherwise provided herein, (i) either the Company or the
Executive may, after January 1, 2001, elect to terminate the Employment
Period earlier than December 31, 2001 by giving the other at least six (6)
months notice of its or his election to do so and specifying the effective
date of such early termination of the Employment Period and (ii) prior to
July 1, 2001 the Company and the Executive will agree on whether they wish to
continue the Employment Period beyond December 31, 2001 and, if so, upon what
terms and for what additional period.

     4.  Disability.

         For purposes of this Agreement, the Executive will be deemed
"disabled" upon the earlier to occur of (i) his becoming disabled as defined
under the terms of the disability benefit program applicable to the
Executive, if any, and (ii) his absence from his duties hereunder on a full-
time basis for one hundred eighty (180) consecutive days as a result of his
incapacity due to accident or physical or mental illness.  If the Executive
becomes disabled (as defined in the preceding sentence), the Employment
Period shall terminate on the last day of the month in which such disability
is determined.  Until such termination of the Employment Period, the Company
shall continue to pay to the Executive his base salary, any additional
compensation authorized by the Company's Board of Directors, and other
remuneration and benefits provided in accordance with Paragraph 2 hereof, all
without delay, diminution or proration of any kind whatsoever (except that
his remuneration hereunder shall be reduced by the amount of any payments he
may otherwise receive as a result of his disability pursuant to a disability
program provided by or through the Company).

         In the event that, notwithstanding such a determination of
disability, the Executive is determined not to be totally and permanently
disabled prior to the then scheduled expiration of the Employment Period, the
Executive shall be entitled to resume employment with the Company under the
terms of this Agreement for the then remaining balance of the Employment
Period.

     5.  Termination for Cause.

         In the event of any malfeasance, willful misconduct, active fraud or
gross negligence by the Executive in connection with his employment
hereunder, the Company shall have the right to terminate the Employment
Period by giving the Executive notice in writing of the reason for such
proposed termination.  If the Executive shall not have corrected such conduct
to the satisfaction of the Company within thirty days after such notice, the
Employment Period shall terminate and the Company shall have no further
obligation to the Executive hereunder but the restriction on the Executive's
activities contained in Paragraph 7 and the obligations of the Executive
contained in Paragraphs 8(b) and 8(c) shall continue in effect as provided
therein.

     6.  Termination Without Cause.

         In the event that the Company discharges the Executive during the
Employment Period without cause, the Executive shall be entitled to
continuation of the salary provided in Paragraph 2(a), two-thirds of any
targeted incentive compensation, the full vesting of any restricted stock
awards and the immediate exercisability of any stock options, all for the
full Employment Period (which, in that event, shall continue until the then
scheduled expiration of the Employment Period unless sooner terminated by the
Executive's disability or death), and the Company shall have no right to set
off payments due the Executive with any amounts he may earn from gainful
employment elsewhere.  It is expressly agreed and understood that the
Executive shall be under no obligation to seek such employment.  The
provisions of Paragraph 7 restricting the Executive's activities and the
Executive's obligations under Paragraphs 8(b) and 8(c) shall continue in
effect.  The provisions of this Paragraph 6 shall not act to limit the
Executive's ability to recover damages from the Company for breaching this
Agreement by terminating the Employment Period without cause, except as
otherwise permitted by Paragraph 3.

     7.  Non-Competition; Trade Secrets.

         During the Employment Period and for a period of one year after the
termination of the Employment Period, the Executive will not, directly or
indirectly:

         a)  Disclosure of Information.  Use, attempt to use, disclose or
otherwise make known to any person or entity (other than to the Board of
Directors of the Company or otherwise in the course of the business of the
Company, its subsidiaries or affiliates and except as may be required by
applicable law):


             i.  any knowledge or information, including, without limitation,
lists of customers or suppliers, trade secrets, know-how, inventions,
discoveries, processes and formulae, as well as all data and records
pertaining thereto, which he may acquire in the course of his employment, in
any manner which may be detrimental to or cause injury or loss to the
Company, its subsidiaries or affiliates; or

            ii.  any knowledge or information of a confidential nature
(including all unpublished matters) relating to, without limitation, the
business, properties, accounting, books and records, trade secrets or
memoranda of the Company, its subsidiaries or affiliates, which he now knows
or may come to know in any manner which may be detrimental to or cause injury
or loss to the Company, its subsidiaries or affiliates;

         b)  Non-Competition.  Engage or become interested in the United
States, Canada or Mexico (whether as an owner, shareholder, partner, lender
or other investor, director, officer, employee, consultant or otherwise) in
the business of distributing electronic parts, components, supplies or
systems, or any other business that is competitive with the principal
business or businesses then conducted by the Company, its subsidiaries or
affiliates (provided, however, that nothing contained herein shall prevent
the Executive from acquiring or owning less than 1% of the issued and
outstanding capital stock or debentures of a corporation whose securities are
listed on the New York Stock Exchange, American Stock Exchange, or the
National Association of Securities Dealers Automated Quotation System, if
such investment is otherwise permitted by the Company's Human Resource and
Conflict of Interest policies);

         c)  Solicitation.  Solicit or participate in the solicitation of any
business of any type conducted by the Company, its subsidiaries or
affiliates, during said term or thereafter, from any person, firm or other
entity which was or at the time is a supplier or customer, or prospective
supplier or customer, of the Company, its subsidiaries or affiliates; or

         d)  Employment.  Employ or retain, or arrange to have any other
person, firm or other entity employ or retain, or otherwise participate in
the employment or retention of, any person who was an employee or consultant
of the Company, its subsidiaries or affiliates, at any time during the period
of twelve consecutive months immediately preceding such employment or
retention.

             The Executive will promptly furnish in writing to the Company,
its subsidiaries or affiliates, any information reasonably requested by the
Company (including any third party confirmations) with respect to any
activity or interest the Executive may have in any business.

             Except as expressly herein provided, nothing contained herein is
intended to prevent the Executive, at any time after the termination of the
Employment Period, from either (i) being gainfully employed or (ii)
exercising his skills and abilities outside of such geographic areas,
provided in either case the provisions of this Agreement are complied with.

     8.  Preservation of Business.

         a)  General.  During the Employment Period, the Executive will use
his best efforts to advance the business and organization of the Company, its
subsidiaries and affiliates, to keep available to the Company, its
subsidiaries and affiliates, the services of present and future employees and
to advance the business relations with its suppliers, customers and others.

         b)  Patents and Copyrights, etc.  The Executive agrees, without
additional compensation, to make available to the Company all knowledge
possessed by him relating to any methods, developments, inventions,
processes, discoveries and/or improvements (whether patented, patentable or
unpatentable) which concern in any way the business of the Company, its
subsidiaries or affiliates, whether acquired by the Executive before or
during his employment hereunder.

             Any methods, developments, inventions, processes, discoveries
and/or improvements (whether patented, patentable or unpatentable) which the
Executive may conceive of or make, related directly or indirectly to the
business or affairs of the Company, its subsidiaries or affiliates, or any
part thereof, during the Employment Period, shall be and remain the property
of the Company.  The Executive agrees promptly to communicate and disclose
all such methods, developments, inventions, processes, discoveries and/or
improvements to the Company and to execute and deliver to it any instruments
deemed necessary by the Company to effect the disclosure and assignment
thereof to it.  The Executive also agrees, on request and at the expense of
the Company, to execute patent applications and any other instruments deemed
necessary by the Company for the prosecution of such patent applications or
the acquisition of Letters Patent in the United States or any other country
and for the assignment to the Company of any patents which may be issued.
The Company shall indemnify and hold the Executive harmless from any and all
costs, expenses, liabilities or damages sustained by the Executive by reason
of having made such patent applications or being granted such patents.

             Any writings or other materials written or produced by the
Executive or under his supervision (whether alone or with others and whether
or not during regular business hours), during the Employment Period which are
related, directly or indirectly, to the business or affairs of the Company,
its subsidiaries or affiliates, or are capable of being used therein, and the
copyright thereof, common law or statutory, including all renewals and
extensions, shall be and remain the property of the Company.  The Executive
agrees promptly to communicate and disclose all such writings or materials to
the Company and to execute and deliver to it any instruments deemed necessary
by the Company to effect the disclosure and assignment thereof to it.  The
Executive further agrees, on request and at the expense of the Company, to
take any and all action deemed necessary by the Company to obtain copyrights
or other protections for such writings or other materials or to protect the
Company's right, title and interest therein.  The Company shall indemnify and
hold the Executive harmless from any and all costs, expenses, liabilities or
damages sustained by the Executive by reason of the Executive's compliance
with the Company's request.

         c)  Return of Documents.  Upon the termination of the Employment
Period, including any termination of employment described in Paragraph 6, the
Executive will promptly return to the Company all copies of information
protected by Paragraph 7(a) hereof or pertaining to matters covered by
subparagraph (b) of this Paragraph 8 which are in his possession, custody or
control, whether prepared by him or others.

     9.  Separability.

         The Executive agrees that the provisions of Paragraphs 7 and 8
hereof constitute independent and separable covenants which shall survive the
termination of the Employment Period and which shall be enforceable by the
Company notwithstanding any rights or remedies the Executive may have under
any other provisions hereof.  The Company agrees that the provisions of
Paragraph 6 hereof constitute independent and separable covenants which shall
survive the termination of the Employment Period and which shall be
enforceable by the Executive notwithstanding any rights or remedies the
Company may have under any other provisions hereof.

     10.  Specific Performance.

          The Executive acknowledges that (i) the services to be rendered
under the provisions of this Agreement and the obligations of the Executive
assumed herein are of a special, unique and extraordinary character; (ii) it
would be difficult or impossible to replace such services and obligations;
(iii) the Company, its subsidiaries and affiliates will be irreparably
damaged if the provisions hereof are not specifically enforced; and (iv) the
award of monetary damages will not adequately protect the Company, its
subsidiaries and affiliates in the event of a breach hereof by the Executive.
The Company acknowledges that (i) the Executive will be irreparably damaged
if the provisions of Paragraphs 1(b) and 6 hereof are not specifically
enforced and (ii) the award of monetary damages will not adequately protect
the Executive in the event of a breach thereof by the Company.  By virtue
thereof, the Executive agrees and consents that if he violates any of the
provisions of this Agreement, and the Company agrees and consents that if it
violates any of the provisions of Paragraphs 1(b) and 6 hereof, the other
party, in addition to any other rights and remedies available under this
Agreement or otherwise, shall (without any bond or other security being
required and without the necessity of proving monetary damages) be entitled
to a temporary and/or permanent injunction to be issued by a court of
competent jurisdiction restraining the breaching party from committing or
continuing any violation of this Agreement, or any other appropriate decree
of specific performance.  Such remedies shall not be exclusive and shall be
in addition to any other remedy which any of them may have.

     11.  Miscellaneous.

          a)  Entire Agreement; Amendment.  This Agreement constitutes the
whole employment agreement between the parties and may not be modified,
amended or terminated except by a written instrument executed by the parties
hereto.  It is specifically agreed and understood, however, that the
provisions of (i) that certain letter agreement dated as of November 1, 1990
granting to the Executive extended separation benefits in the event of a
change in control of the Company, (ii) that certain memorandum, dated August
18, 1995, from Stephen P. Kaufman, Chairman and Chief Executive Officer of
the Company, to the Executive, and (iii) the Executive's current incentive
compensation agreement (i.e., for 1995), except as the same may be modified
by the memorandum referred to in (ii) above, shall survive and shall not be
affected hereby.  All other agreements between the parties pertaining to the
employment or remuneration of the Executive not specifically contemplated
hereby or incorporated or merged herein are terminated and shall be of no
further force or effect.

          b)  Assignment.  Except as stated below, this Agreement is not
assignable by the Company without the written consent of the Executive, or by
the Executive without the written consent of the Company, and any purported
assignment by either party of such party's rights and/or obligations under
this Agreement shall be null and void; provided, however, that,
notwithstanding the foregoing, the Company may merge or consolidate with or
into another corporation, or sell all or substantially all of its assets to
another corporation or business entity or otherwise reorganize itself,
provided the surviving corporation or entity, if not the Company, shall
assume this Agreement and become obligated to perform all of the terms and
conditions hereof, in which event the Executive's obligations shall continue
in favor of such other corporation or entity.

          c)  Waivers, etc.  No waiver of any breach or default hereunder
shall be considered valid unless in writing, and no such waiver shall be
deemed a waiver of any subsequent breach or default of the same or similar
nature.  The failure of any party to insist upon strict adherence to any term
of this Agreement on any occasion shall not operate or be construed as a
waiver of the right to insist upon strict adherence to that term or any other
term of this Agreement on that or any other occasion.

          d)  Provisions Overly Broad.  In the event that any term or
provision of this Agreement shall be deemed by a court of competent
jurisdiction to be overly broad in scope, duration or area of applicability,
the court considering the same shall have the power and hereby is authorized
and directed to modify such term or provision to limit such scope, duration
or area, or all of them, so that such term or provision is no longer overly
broad and to enforce the same as so limited.  Subject to the foregoing
sentence, in the event any provision of this Agreement shall be held to be
invalid or unenforceable for any reason, such invalidity or unenforceability
shall attach only to such provision and shall not affect or render invalid or
unenforceable any other provision of this Agreement.

          e)  Notices.  Any notice permitted or required hereunder shall be
in writing and shall be deemed to have been given on the date of delivery or,
if mailed by registered or certified mail, postage prepaid, on the date of
mailing:

              i.  if to the Executive to:

                  Steven W. Menefee
                  173 LuRay
                  Los Gatos, CA  95032

             ii.  if to the Company to:

                  Arrow Electronics, Inc.
                  25 Hub Drive
                  Melville, New York 11747
                  Attention:  Executive Vice President
                               and General Counsel

Either party may, by notice to the other, change his or its address for
notice hereunder.

          f)  New York Law.  This Agreement shall be construed and governed
in all respects by the internal laws of the State of New York, without giving
effect to principles of conflicts of law.


              IN WITNESS WHEREOF, the parties have executed this Agreement as
of the day and year first above written.


Attest:                             ARROW ELECTRONICS, INC.

                                    /s/ Robert E. Klatell
- -----------------------             ------------------------
Secretary                           Executive Vice President


                                    THE EXECUTIVE

                                    /s/ Steven W. Menefee
                                    ------------------------
                                    Steven W. Menefee

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>ex10cvlongemplagmt.txt
<DESCRIPTION>MICHAEL J. LONG EMPLOYMENT AGREEMENT
<TEXT>

     EMPLOYMENT AGREEMENT made as of the 1st day of January 2001 by and
between ARROW ELECTRONICS, INC., a New York corporation with its principal
office at 25 Hub Drive, Melville, New York 11747 (the "Company"), and MICHAEL
J. LONG, residing at 121 Father Hugo Drive, Greer, South Carolina  29650 (the
"Executive").


     WHEREAS, the Executive is now and has been employed by the Company as a
Vice President, with the responsibilities and duties of an executive officer
of the Company; and


     WHEREAS, the Company and the Executive wish to provide for the continued
employment of the Executive as an employee of the Company and for him to
continue to render services to the Company on the terms set forth in, and in
accordance with the provisions of, this Employment Agreement (the
"Agreement");

     NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties agree as follows:

     1.  Employment and Duties.

         a)  Employment.  The Company hereby employs the Executive for the
Employment Period defined in Paragraph 3, to perform such duties for the
Company, its subsidiaries and affiliates and to hold such offices as may be
specified from time to time by the Company's Board of Directors, subject to
the following provisions of this Agreement.  The Executive hereby accepts
such employment.

         b)  Duties and Responsibilities.  It is contemplated that the
Executive will be a Vice President of the Company, but the Board of Directors
shall have the right to adjust the duties, responsibilities, and title of the
Executive as the Board of Directors may from time to time deem to be in the
interests of the Company (provided, however, that during the Employment
Period, without the consent of the Executive, he shall not be assigned any
titles, duties or responsibilities which, in the aggregate, represent a
material diminution in, or are materially inconsistent with, his prior title,
duties, and responsibilities as a Vice President).

             If the Board of Directors does not either continue the Executive
in the office of Vice President or elect him to some other executive office
satisfactory to the Executive, the Executive shall have the right to decline
to give further service to the Company and shall have the rights and
obligations which would accrue to him under Paragraph 6 if he were discharged
without cause.  If the Executive decides to exercise such right to decline to
give further service, he shall within forty-five days after such action or
omission by the Board of Directors give written notice to the Company stating
his objection and the action he thinks necessary to correct it, and he shall
permit the Company to have a forty-five day period in which to correct its
action or omission.  If the Company makes a correction satisfactory to the
Executive, the Executive shall be obligated to continue to serve the Company.
If the Company does not make such a correction, the Executive's rights and
obligations under Paragraph 6 shall accrue at the expiration of such forty-
five day period.

        c)  Time Devoted to Duties.  The Executive shall devote all of his
normal business time and efforts to the business of the Company, its
subsidiaries and its affiliates, the amount of such time to be sufficient, in
the reasonable judgment of the Board of Directors, to permit him diligently
and faithfully to serve and endeavor to further their interests to the best
of his ability.

     2.  Compensation.

         a) Monetary Remuneration and Benefits.  During the Employment
Period, the Company shall pay to the Executive for all services rendered by
him in any capacity:

             i.  a minimum base salary per year in the amount set forth on
Exhibit A to this Agreement (payable in accordance with the Company's then
prevailing practices, but in no event less frequently than in equal monthly
installments), subject to increase if the Board of Directors of the Company
in its sole discretion so determines; provided that, should the company
institute a company-wide pay cut/furlough program, such salary may be
decreased by up to 15%, but only for as long as said company-wide program is
in effect;

            ii.  such additional compensation by way of salary or bonus or
fringe benefits as the Board of Directors of the Company in its sole
discretion shall authorize or agree to pay, payable on such terms and
conditions as it shall determine; and

           iii.  such employee benefits that are made available by the
Company to its other executives.

        b)  Annual Incentive Payment.  The Executive shall participate in the
Company's Management Incentive Plan (or such alternative, successor, or
replacement plan or program in which the Company's principal operating
executives, other than the Chief Executive Officer, generally participate)
and shall have a targeted incentive thereunder of not less than the amount
per annum set forth on Exhibit A to this Agreement; provided, however, that
the Executive's actual incentive payment in any year shall be measured by the
Company's performance against goals established for that year and that such
performance may produce an incentive payment ranging from none to twice the
targeted amount.  The Executive's incentive payment for any year will be
appropriately pro-rated to reflect a partial year of employment.

        c)  Supplemental Executive Retirement Plan.  The Executive shall
continue to participate in the Company's Unfunded Pension Plan for Selected
Executives (the "SERP").

        d)  Automobile.  During the Employment Period, the Company will pay
the Executive a monthly automobile allowance of $800.

        e)  Expenses.  During the Employment Period, the Company agrees to
reimburse the Executive, upon the submission of appropriate vouchers, for
out-of-pocket expenses (including, without limitation, expenses for travel,
lodging and entertainment) incurred by the Executive in the course of his
duties hereunder.

        f)  Office and Staff.  The Company will provide the Executive with an
office, secretary and such other facilities as may be reasonably required for
the proper discharge of his duties hereunder.

        g)  Indemnification.  The Company agrees to indemnify the Executive
for any and all liabilities to which he may be subject as a result of his
employment hereunder (and as a result of his service as an officer or
director of the Company, or as an officer or director of any of its
subsidiaries or affiliates), as well as the costs of any legal action brought
or threatened against him as a result of such employment, to the fullest
extent permitted by law.

        h)  Participation in Plans.  Notwithstanding any other provision of
this Agreement, the Executive shall have the right to participate in any and
all of the plans or programs made available by the Company (or it
subsidiaries, divisions or affiliates) to, or for the benefit of, executives
(including the annual stock option and restricted stock grant programs) or
employees in general, on a basis consistent with other senior
executives.

     3.  The Employment Period.

         The "Employment Period," as used in the Agreement, shall mean the
period beginning as of the date hereof and terminating on the last day of the
calendar month in which the first of the following occurs:

         a)  the death of the Executive;

         b)  the disability of the Executive as determined in accordance with
Paragraph 4 hereof and subject to the provisions thereof;

         c)  the termination of the Executive's employment by the Company for
cause in accordance with Paragraph 5 hereof; or

          d)  December 31, 2003; provided, however, that, unless sooner
terminated as otherwise provided herein, the Employment Period shall
automatically be extended for one or more twelve (12) month periods beyond
the then scheduled expiration date thereof unless between the 18th and 12th
month preceding such scheduled expiration date either the Company or the
Executive gives the other written notice of its or his election not to have
the Employment Period so extended.

     4.  Disability.

         For purposes of this Agreement, the Executive will be deemed
"disabled" upon the earlier to occur of (i) his becoming disabled as defined
under the terms of the disability benefit program applicable to the
Executive, if any, and (ii) his absence from his duties hereunder on a full-
time basis for one hundred eighty (180) consecutive days as a result of his
incapacity due to accident or physical or mental illness.  If the Executive
becomes disabled (as defined in the preceding sentence), the Employment
Period shall terminate on the last day of the month in which such disability
is determined.  Until such termination of the Employment Period, the Company
shall continue to pay to the Executive his base salary, any additional
compensation authorized by the Company's Board of Directors, and any other
remuneration and benefits provided in accordance with Paragraph 2, all
without delay, diminution or proration of any kind whatsoever (except that
his remuneration hereunder shall be reduced by the amount of any payments he
may otherwise receive as a result of his disability pursuant to a disability
program provided by or through the Company), and his medical benefits and
life insurance shall remain in full force.  After termination of the
Employment Period as a result of the disability of the Executive, the medical
benefits covering the Executive and his family shall remain in place (subject
to the eligibility requirements and other conditions contained in the
underlying plan, as described in the Company's employee benefits manual, and
subject to the requirement that the Executive continue to pay the "employee
portion" of the cost thereof), and the Executive's life insurance policy
under the Management Insurance Program shall be transferred to him, as
provided in the related agreement, subject to the obligation of the Executive
to pay the premiums therefor.

         In the event that, notwithstanding such a determination of
disability, the Executive is determined not to be totally and permanently
disabled prior to the then scheduled expiration of the Employment Period, the
Executive shall be entitled to resume employment with the Company under the
terms of this Agreement for the then remaining balance of the Employment
Period.

     5.  Termination for Cause.

         In the event of any malfeasance, willful misconduct, active fraud or
gross negligence by the Executive in connection with his employment
hereunder, or a breach by the executive of any of the Company's policies, the
Company shall have the right to terminate the Employment Period by giving the
Executive notice in writing of the reason for such proposed termination.  If
the Executive shall not have corrected such conduct to the satisfaction of
the Company within thirty days after such notice, the Employment Period shall
terminate and the Company shall have no further obligation to the Executive
hereunder but the restriction on the Executive's activities contained in
Paragraph 7 and the obligations of the Executive contained in Paragraphs 8(b)
and 8(c) shall continue in effect as provided therein.

     6.  Termination Without Cause.

         In the event that the Company discharges the Executive without
cause, the Executive shall be entitled to the salary provided in Paragraph
2(a), two-thirds of the targeted incentive provided in Paragraph 2(b), the
vesting of any restricted stock awards and the immediate exercisability of
any stock options, as well as his rights under Paragraph 4, which would have
vested or become exercisable during the full Employment Period (which, in
that event, shall continue until December 31, 2003 unless sooner terminated
by the Executive's disability or death).   Any amounts payable to the
Executive under this Paragraph 6 shall be reduced by the amount of the
Executive's earnings from other employment (which the Executive shall have an
affirmative duty to seek; provided, however, that the Executive shall not be
obligated to accept a new position which is not reasonably comparable to his
employment with the Company).

     7.  Non-Competition; Trade Secrets.

         During the Employment Period and for a period of one year after the
termination of the Employment Period, the Executive will not, directly or
indirectly:

         a)  Disclosure of Information.  Use, attempt to use, disclose or
otherwise make known to any person or entity (other than to the Board of
Directors of the Company or otherwise in the course of the business of the
Company, its subsidiaries or affiliates and except as may be required by
applicable law):

            i.  any knowledge or information, including, without limitation,
lists of customers or suppliers, trade secrets, know-how, inventions,
discoveries, processes and formulae, as well as all data and records
pertaining thereto, which he may acquire in the course of his employment, in
any manner which may be detrimental to or cause injury or loss to the
Company, its subsidiaries or affiliates; or

           ii.  any knowledge or information of a confidential nature
(including all unpublished matters) relating to, without limitation, the
business, properties, accounting, books and records, trade secrets or
memoranda of the Company, its subsidiaries or affiliates, which he now knows
or may come to know in any manner which may be detrimental to or cause injury
or loss to the Company, its subsidiaries or affiliates;

        b)  Non-Competition.  Engage or become interested in the United
States, Canada or Mexico (whether as an owner, shareholder, partner, lender
or other investor, director, officer, employee, consultant or otherwise) in
the business of distributing electronic parts, components, supplies or
systems, or any other business that is competitive with the principal
business or businesses then conducted by the Company, its subsidiaries or
affiliates (provided, however, that nothing contained herein shall prevent
the Executive from acquiring or owning less than 1% of the issued and
outstanding capital stock or debentures of a corporation whose securities are
listed on the New York Stock Exchange, American Stock Exchange, or the
National Association of Securities Dealers Automated Quotation System, if
such investment is otherwise permitted by the Company's Human Resource and
Conflict of Interest policies);

        c)  Solicitation.  Solicit or participate in the solicitation of any
business of any type conducted by the Company, its subsidiaries or
affiliates, during said term or thereafter, from any person, firm or other
entity which was or at the time is a supplier or customer, or prospective
supplier or customer, of the Company, its subsidiaries or affiliates; or

        d)  Employment.  Employ or retain, or arrange to have any other
person, firm or other entity employ or retain, or otherwise participate in
the employment or retention of, any person who was an employee or consultant
of the Company, its subsidiaries or affiliates, at any time during the period
of twelve consecutive months immediately preceding such employment or
retention.

            The Executive will promptly furnish in writing to the Company,
its subsidiaries or affiliates, any information reasonably requested by the
Company (including any third party confirmations) with respect to any
activity or interest the Executive may have in any business.

            Except as expressly herein provided, nothing contained herein is
intended to prevent the Executive, at any time after the termination of the
Employment Period, from either (i) being gainfully employed or (ii)
exercising his skills and abilities outside of such geographic areas,
provided in either case the provisions of this Agreement are complied with.

     8.  Preservation of Business.

         a)  General.  During the Employment Period, the Executive will use
his best efforts to advance the business and organization of the Company, its
subsidiaries and affiliates, to keep available to the Company, its
subsidiaries and affiliates, the services of present and future employees and
to advance the business relations with its suppliers, distributors, customers
and others.

         b)  Patents and Copyrights, etc.  The Executive agrees, without
additional compensation, to make available to the Company all knowledge
possessed by him relating to any methods, developments, inventions,
processes, discoveries and/or improvements (whether patented, patentable or
unpatentable) which concern in any way the business of the Company, its
subsidiaries or affiliates, whether acquired by the Executive before or
during his employment hereunder.

             Any methods, developments, inventions, processes, discoveries
and/or improvements (whether patented, patentable or unpatentable) which the
Executive may conceive of or make, related directly or indirectly to the
business or affairs of the Company, its subsidiaries or affiliates, or any
part thereof, during the Employment Period, shall be and remain the property
of the Company.  The Executive agrees promptly to communicate and disclose
all such methods, developments, inventions, processes, discoveries and/or
improvements to the Company and to execute and deliver to it any instruments
deemed necessary by the Company to effect the disclosure and assignment
thereof to it.  The Executive also agrees, on request and at the expense of
the Company, to execute patent applications and any other instruments deemed
necessary by the Company for the prosecution of such patent applications or
the acquisition of Letters Patent in the United States or any other country
and for the assignment to the Company of any patents which may be issued.
The Company shall indemnify and hold the Executive harmless from any and all
costs, expenses, liabilities or damages sustained by the Executive by reason
of having made such patent applications or being granted such patents.

             Any writings or other materials written or produced by the
Executive or under his supervision (whether alone or with others and whether
or not during regular business hours), during the Employment Period which are
related, directly or indirectly, to the business or affairs of the Company,
its subsidiaries or affiliates, or are capable of being used therein, and the
copyright thereof, common law or statutory, including all renewals and
extensions, shall be and remain the property of the Company.  The Executive
agrees promptly to communicate and disclose all such writings or materials to
the Company and to execute and deliver to it any instruments deemed necessary
by the Company to effect the disclosure and assignment thereof to it.  The
Executive further agrees, on request and at the expense of the Company, to
take any and all action deemed necessary by the Company to obtain copyrights
or other protections for such writings or other materials or to protect the
Company's right, title and interest therein.  The Company shall indemnify and
hold the Executive harmless from any and all costs, expenses, liabilities or
damages sustained by the Executive by reason of the Executive's compliance
with the Company's request.

        c)  Return of Documents.  Upon the termination of the Employment
Period, including any termination of employment described in Paragraph 6, the
Executive will promptly return to the Company all copies of information
protected by Paragraph 7(a) hereof or pertaining to matters covered by
subparagraph (b) of this Paragraph 8 which are in his possession, custody or
control, whether prepared by him or others.

     9.  Separability.

          The Executive agrees that the provisions of Paragraphs 7 and 8
hereof constitute independent and separable covenants which shall survive the
termination of the Employment Period and which shall be enforceable by the
Company notwithstanding any rights or remedies the Executive may have under
any other provisions hereof.  The Company agrees that the provisions of
Paragraph 6 hereof constitute independent and separable covenants which shall
survive the termination of the Employment Period and which shall be
enforceable by the Executive notwithstanding any rights or remedies the
Company may have under any other provisions hereof.

     10.  Specific Performance.

          The Executive acknowledges that (i) the services to be rendered
under the provisions of this Agreement and the obligations of the Executive
assumed herein are of a special, unique and extraordinary character; (ii) it
would be difficult or impossible to replace such services and obligations;
(iii) the Company, its subsidiaries and affiliates will be irreparably
damaged if the provisions hereof are not specifically enforced; and (iv) the
award of monetary damages will not adequately protect the Company, its
subsidiaries and affiliates in the event of a breach hereof by the Executive.
The Company acknowledges that (i) the Executive will be irreparably damaged
if the provisions of Paragraph 6 hereof are not specifically enforced and
(ii) the award of monetary damages will not adequately protect the Executive
in the event of a breach thereof by the Company.  By virtue thereof, the
Executive agrees and consents that if he violates any of the provisions of
this Agreement, and the Company agrees and consents that if it violates any
of the provisions of Paragraph 6 hereof, the other party, in addition to any
other rights and remedies available under this Agreement or otherwise, shall
(without any bond or other security being required and without the necessity
of proving monetary damages) be entitled to a temporary and/or permanent
injunction to be issued by a court of competent jurisdiction restraining the
breaching party from committing or continuing any violation of this
Agreement, or any other appropriate decree of specific performance.  Such
remedies shall not be exclusive and shall be in addition to any other remedy
which any of them may have.

     11.  Miscellaneous.

          a)  Entire Agreement; Amendment.  This Agreement constitutes the
whole employment agreement between the parties and may not be modified,
amended or terminated except by a written instrument executed by the parties
hereto.

           b)  Assignment.  Except as stated below, this Agreement is not
assignable by the Company without the written consent of the Executive, or by
the Executive without the written consent of the Company, and any purported
assignment by either party of such party's rights and/or obligations under
this Agreement shall be null and void; provided, however, that,
notwithstanding the foregoing, the Company may merge or consolidate with or
into another corporation, or sell all or substantially all of its assets to
another corporation or business entity or otherwise reorganize itself,
provided the surviving corporation or entity, if not the Company, shall
assume this Agreement and become obligated to perform all of the terms and
conditions hereof, in which event the Executive's obligations shall continue
in favor of such other corporation or entity.

          c)  Waivers, etc.  No waiver of any breach or default hereunder
shall be considered valid unless in writing, and no such waiver shall be
deemed a waiver of any subsequent breach or default of the same or similar
nature.  The failure of any party to insist upon strict adherence to any term
of this Agreement on any occasion shall not operate or be construed as a
waiver of the right to insist upon strict adherence to that term or any other
term of this Agreement on that or any other occasion.

           d)  Provisions Overly Broad.  In the event that any term or
provision of this Agreement shall be deemed by a court of competent
jurisdiction to be overly broad in scope, duration or area of applicability,
the court considering the same shall have the power and hereby is authorized
and directed to modify such term or provision to limit such scope, duration
or area, or all of them, so that such term or provision is no longer overly
broad and to enforce the same as so limited.  Subject to the foregoing
sentence, in the event any provision of this Agreement shall be held to be
invalid or unenforceable for any reason, such invalidity or unenforceability
shall attach only to such provision and shall not affect or render invalid or
unenforceable any other provision of this Agreement.

          e)  Notices.  Any notice permitted or required hereunder shall be
in writing and shall be deemed to have been given on the date of delivery or,
if mailed by registered or certified mail, postage prepaid, on the date of
mailing:

              i.  if to the Executive to:

                  Michael J. Long
                  121 Father Hugo Drive
                  Greer, South Carolina  29650

             ii.  if to the Company to:

                  Arrow Electronics, Inc.
                  25 Hub Drive
                  Melville, New York 11747
                  Attention:  Robert E. Klatell
                               Executive Vice President

Either party may, by notice to the other, change his or its address for
notice hereunder.

          f)  New York Law.  This Agreement shall be construed and governed
in all respects by the internal laws of the State of New York, without giving
effect to principles of conflicts of law.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.


Attest:                             ARROW ELECTRONICS, INC.

                                    /s/ Robert E. Klatell
- ----------------------              ------------------------
Secretary                           Executive Vice President


                                    THE EXECUTIVE

                                    /s/ Michael J. Long
                                    -------------------------
                                    Michael J. Long


EXHIBIT A to EMPLOYMENT AGREEMENT with MICHAEL J. LONG
DATED:  JANUARY 2001




     Minimum base salary for purposes
      of Paragraph (2) (a) (i)                       $330,000




?     Minimum targeted incentive for purposes
       of Paragraph (2) (b)                          $270,000

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>9
<FILENAME>ex2gtekelec.txt
<DESCRIPTION>TEKELEC PURCHASE AGREEMENT
<TEXT>


                           SHARE PURCHASE AGREEMENT

                         dated as of February 7, 2000

                                  Between

                          ARROW ELECTRONICS, INC.,

                             TEKELEC AIRTRONIC

                                  ZEDTEK

                                INVESTITECH

                                   NATEC

                           JEAN-CLAUDE ASSCHER,

                            JULES DOVE ATTIA

                                  and

                             FRANK CHUFFART

                       Relating to the Purchase of

                           TEKELEC EUROPE SA




                          SHARE PURCHASE AGREEMENT


     SHARE PURCHASE AGREEMENT dated as of February 7, 2000, (herein, together
with Exhibits A-1, A-2 and B, Schedules 1 through 9 and Lists 1 through 13,
referred to as the "Agreement") by and between Arrow Electronics, Inc., a
corporation organized and existing under the laws of the State of New York
("Arrow"),  Tekelec Airtronic, a company organized and existing under the
laws of France (the "Selling Shareholder"), Zedtek, a company organized and
existing under the laws of France ("Zedtek"), Investitech, a company
organized and existing under the laws of France ("Investitech") and Natec, a
company organized and existing under the laws of Luxembourg ("Natec")
("Zedtek, Investitech and Natec each a "Selling Warrantholder" and
collectively with the Selling Shareholder, the "Selling Securityholders")
Jean-Claude Asscher ("J-CA"), Jules Dove Attia ("JDA") and Frank Chuffart
("FC") (all as further identified in Section 17).

W I T N E S S E T H

     WHEREAS, the Selling Shareholder is the owner of 810,000 ordinary shares
(the "Shares") of Tekelec Europe SA, a company organized and existing under
the laws of France (the "Company"), such shares being all of the issued and
outstanding shares of capital stock of the Company; and

     WHEREAS, the Selling Shareholder desires to sell to Arrow, and Arrow
desires to purchase or to cause one of its wholly-owned (direct or indirect)
subsidiaries to purchase from the Selling Shareholder, all of the Shares; and

     WHEREAS, each Selling Warrantholder is the owner of that number of
warrants ("Warrants") to purchase ordinary shares of the Company as set forth
opposite such Selling Warrantholder's name in Exhibit A-1 hereto; such
warrants, in the aggregate being all of the issued and outstanding warrants
to purchase shares of capital stock of the Company; and

     WHEREAS, each of the Selling Warrantholders desire to sell to Arrow, and
Arrow desires to purchase or to cause one of its wholly-owned (direct or
indirect) subsidiaries to purchase from such selling Warrantholder, all of
the Warrants owned by such Selling Warrantholder;

     NOW, THEREFORE, in reliance upon the representations and warranties made
herein and in consideration of the mutual agreements herein contained, Arrow
and each Selling Securityholder, in the case of the Selling Securityholders,
jointly and severally, hereby agree as follows:


     1.  Sale and Purchase of the Shares.

         (a)  Sale of the Shares.  The Selling Shareholder hereby agrees to
sell the Shares to Arrow (or to a wholly-owned, direct or indirect subsidiary
of Arrow designated by Arrow) at the closing on the later of February 28,
2000 and the date which is four (4) business days after the first date on
which all of the conditions set out in Sections 11 and 12 hereof have been
satisfied (herein called the "Closing" and the date of which is herein called
the "Closing Date"), but with effect as of January 1, 2000 with respect to
the dividends of the Company in respect of the year 2000.  As used in this
agreement "business day" shall mean a day (other than a Saturday or Sunday)
on which banks are open for business in Paris and New York.

         (b)  Sale of the Warrants.  Each Selling Warrantholder hereby agrees
to sell to Arrow (or to a wholly-owned direct or indirect subsidiary of Arrow
designated by Arrow) at the Closing, but with effect as of January 1, 2000
with respect to any entitlement to dividends of the Company in respect of the
year 2000, that number of Warrants as is set forth opposite such Selling
Warrantholder's name in Exhibit A-1 hereto.

         (c)  Purchase Price.  In consideration of such sale, conveyance,
transfer and delivery of the Shares and Warrants to Arrow, Arrow will pay to
each Selling Securityholder such  Selling Securityholder's Percentage (as set
forth opposite such Selling Securityholder's name in Exhibit A-2 hereto) of
FFR 305.9 million, subject to the adjustments set forth in Section 1(d)(ii)
(the "Purchase Price").

         (d)  Payment of Purchase Price.  The Purchase Price shall be paid by
Arrow as follows:

              (i)  Initial Closing Payment.  At the Closing Arrow will pay to
each Selling Securityholder such Selling Securityholder's Percentage of FFR
211.7 million in immediately available funds by wire transfer to an account
designated by such Selling Securityholder at least three (3) business days
prior to the Closing Date (the "Closing Payment").

             (ii)  Adjustment to Initial Purchase Price.  (A) Not later than
April 30, 2000 Arrow shall prepare and deliver (or cause to be prepared and
delivered) (1) a consolidated balance sheet of the Company and its
Subsidiaries (as defined in Section 3(e)) as of December 31, 1999; (2) a
consolidated pro forma balance sheet of the Company and its Subsidiaries as
of December 31, 1999 (the "December 31, 1999 Pro Forma Balance Sheet") giving
effect to the property transfers referred to in Section 8(a) hereof as if
each such transfer had occurred on December 31, 1999 but excluding the effect
of any capital gain arising as a result of such transfers and excluding the
effect of the FFR 8.1 million dividend referred to in Section 3.1(s)(xi); and
(3) a consolidated income statement of the Company and its Subsidiaries (the
"TE Group") for the fiscal year ended as of December 31, 1999; which
consolidated balance sheets and consolidated income statement shall be
prepared in accordance with French generally accepted accounting principles
and the inventory valuation rules set forth on Schedule 1 hereto and shall be
audited by Arrow's accountant, Ernst & Young (together, the "Audited 1999
Financial Statements").  Arrow and Ernst & Young shall be granted full access
to the books and records of the Company and each Subsidiary for this purpose.
As part of such audit Ernst & Young shall review the appropriateness of the
change in the depreciation of systems and the releases of provisions referred
to in Section 3(s)(i) and such change and such releases shall only be
reflected in the Audited 1999 Financial Statements to the extent that Ernst &
Young are in agreement with the same.  The Selling Securityholders and their
auditors, PriceWaterhouseCoopers, may participate in the preparation of the
Audited 1999 Financial Statements and they shall be granted full access to
the books and records of the Company and each Subsidiary for such purpose.
The December 31, 1999 Pro Forma Balance Sheet shall be used to calculate the
Purchase Price.

     (B)  Upon completion of the Audited Financial Statements, the Purchase
Price shall be decreased by the amount, if any, by which Total Shareholders
Equity at December 31, 1999 as set forth in the December 31, 1999 Pro Forma
Balance Sheet is less than FFR49,756,380.

     (C)  Upon completion of the calculation of the adjustment to the
Purchase Price pursuant to Section 1(d)(ii)(B) Arrow shall promptly
thereafter (but in no case more than five (5) business days thereafter) pay
to each Selling Securityholder such Selling Securityholder's Percentage of an
amount equal to the excess, if any, of the Purchase Price over the Closing
Payment.  If the Closing Payment is greater than the Purchase Price, then
each Selling Securityholder shall promptly thereafter (but in no case more
than five (5) business days thereafter) pay to Arrow such Selling
Securityholder's Percentage of an amount equal to the excess of the Closing
Payment over the Initial Purchase Price.

     (D)  Interest.  All payments required to be made pursuant to Section
1(d)(ii)(C), shall be in cash and with interest thereon at the rate of 4 per
cent per annum and accruing from the Closing Date to the date of payment.

If any dispute arises with respect to the adjustment to the Purchase Price
referred to in Section 1(d)(ii)(B) which the parties are unable to resolve by
negotiation, Arrow and the Selling Securityholders (acting through J-CA as
representative of the Selling Securityholders (the "Selling Securityholders
Representative") shall appoint KPMG or, in the event that KPMG is unwilling
to act on terms acceptable to Arrow and the Selling Securityholders
Representative, another independent nationally recognized accounting firm
(the "Expert") to resolve such dispute.  Such firm shall act as an expert and
not as an arbitrator and shall render a decision within 45 days of being
selected.  The Expert's decision shall be final and shall be binding on all
of the parties hereto.  The Expert's fees and expenses shall be borne by the
Selling Securityholders, unless the Purchase Price, as determined by such
Expert shall be at least ten percent (10%) higher than the Purchase Price, as
determined on the basis of the Financial Statements prepared by Arrow, in
which event such fees and expenses shall be borne by Arrow.

Notwithstanding anything to the contrary contained in this Agreement, any
amount payable by Arrow to the Security Securityholders shall be reduced by
an amount equal to any indemnification payment owed by the Selling
Securityholders to Arrow pursuant to Section 10(a) hereof which has not been
fully satisfied at the time such amount becomes payable, provided that, such
right of setoff shall not limit the obligations of the Selling
Securityholders under Section 10(a).

     2.  Closing and Termination
         (a)  Closing.  The Closing will take place at the offices of Sicard
& Associes at 20 Avenue Rapp 75007 Paris at 10:00 a.m. (local time) on the
Closing Date.
         (b)  Transactions on the Closing Date.  (i)  At the Closing, the
Selling Securityholders will deliver to the Arrow the following:

     (A) duly completed and executed share transfer forms ("ordres de
mouvement") with respect to the Shares;
     (B) duly completed and executed transfer forms ("ordres de mouvement")
with respect to the Warrants;
     (C) evidence satisfactory to Arrow of the approval of the transfer of
the Shares and the Warrants by the Board of the Company;
     (D) such documentation (in form satisfactory to Arrow) as is required to
effect the transfer to Arrow or a person designated by Arrow of (1) all
shares in the Company held by Directors or any other person holding such
Shares in addition to the Selling Shareholder and (2) with the exception only
of the shares held by Bernard Devynck and Paul de Myer in D&D Electronics,
all shares in any Subsidiary held by J-CA or any other person (other than the
Company) holding such shares;
     (E) such documentation (in form satisfactory to Arrow) as is required to
effect the resignation of all directors of the Company and each of the
Subsidiaries (other than such directors, if any, as may be nominated by Arrow
in writing) and the replacement of the same by the persons nominated by
Arrow;
     (F) such documentation (in form satisfactory to Arrow) as is required to
effect the resignation of the auditors of the Company and each of the
Subsidiaries and the replacement of the same by the auditors nominated by
Arrow; and
     (G) each of the certificates and other documents contemplated by Section
12(f).
        (ii)  At the Closing, Arrow will deliver to each Selling
Securityholder the following:

     (A)  by wire transfer in immediately available funds to the account
designated by such Selling Securityholder, such Selling Securityholder's
Percentage of the Closing Payment; and

     (B)  each of the certificates and other documents contemplated by
Section 11(e).
     (c)  Termination.  This Agreement may be terminated at any time prior to
Closing:
          (i)  by the mutual written consent of Arrow and Selling
Securityholders the aggregate of whose Selling Securityholder's Percentages
is greater than 50% (the "Majority Selling Securityholders");
         (ii)  by either Arrow or the Majority Selling Securityholders, if
the transactions contemplated hereby are not consummated on or before July
31, 2000 (or such later date as may be agreed upon in writing by the parties
hereto);
        (iii)  by Arrow, if the Selling Securityholders shall breach in any
material respect any of their representations, warranties or obligations
hereunder and such breach shall not have been cured or waived.
         (iv)  by the Selling Securityholders, if Arrow shall breach in any
material respect any of its representations, warranties or obligations
hereunder and such breach shall not have been cured or waived.

3.  Representations and Warranties (Guarantees) by the Selling Shareholder.
As a material inducement to Arrow to enter into this Agreement, to purchase
the Shares and the Warrants and to pay the Purchase Price, the Selling
Shareholder hereby represents and warrants (guarantees) that:

   (a)  Organization and Authority of the Selling Shareholder.  The Selling
Shareholder is a duly organized and validly existing corporation under the
laws of France, with the corporate power and authority to enter into this
Agreement and perform its obligations hereunder.  The execution and delivery
of this Agreement and the consummation of the transactions contemplated
hereby have been duly authorized by the Selling Shareholder and no other
proceedings on the part of the Selling Shareholder are necessary to authorize
this Agreement and the transactions contemplated hereby. The Selling
Shareholder is not subject to or obligated under any contract, license,
franchise, or permit, or, insofar as is known to the Selling Shareholder,
subject to any law, statute, rule or regulation or order, writ, injunction or
decree, which would be breached, violated, or exceeded by the execution and
performance of this Agreement by the Selling Shareholder.  Assuming due
execution and delivery by Arrow, this Agreement constitutes a valid, binding,
and enforceable obligation of the Selling Shareholder, subject to applicable
bankruptcy, reorganization, insolvency, moratorium, and other laws affecting
creditors' rights generally from time to time in effect.  Except as set forth
in Schedule 2, no authorization, consent, or approval of, or filing with, any
domestic or foreign public body or authority is necessary for the
consummation by the Selling Shareholder of the transactions contemplated by
this Agreement.

   (b)  Ownership of Shares.  The Selling Shareholder is the lawful record
and beneficial owner of the Shares being sold by it hereunder.  The Shares
constitute all of the issued and outstanding shares of capital stock of the
Company.  Such Shares are owned free and clear of all liens, encumbrances and
restrictions of every kind; and upon delivery of the Shares in the manner
contemplated in Section 2, Arrow will acquire good, beneficial and legal,
valid and indefeasible title to the Shares free and clear of all liens,
encumbrances and restrictions of every kind.

   (c)  Organization and Authorization.  The Company and each Subsidiary is a
corporation, duly organized, validly existing under the laws of the
jurisdiction of its organization and has the corporate power and authority to
carry on its business as now being conducted and to own its properties and is
duly licensed or qualified and in good standing (to the extent that the
concept of good standing exists in the relevant jurisdiction) as a foreign
corporation in each jurisdiction in which it is required to be so licensed or
so qualified, except where the failure to be so licensed or so qualified
would not have a material adverse effect on the business, financial
condition, assets, results of operations or business prospects of the Company
or such Subsidiary. The consummation of the transactions contemplated hereby
has been duly authorized by the Board of Directors of the Company and no
other proceedings on the part of the Company are necessary to authorize the
transactions contemplated hereby.

   (d)  Capitalization.  The authorized capital stock of the Company consists
of 810,000 shares of common stock, FFR100 par value, all of which are issued
and outstanding.  In addition, the Company has authorized the issuance of
48,210 Warrants all of which are issued and outstanding.  All such issued and
outstanding Shares and Warrants have been validly issued and are fully paid
and non-assessable.  Except for the Warrants and the rights created pursuant
to this Agreement, there are no outstanding options, warrants or other rights
of any kind to acquire any additional shares of capital stock of the Company
and no agreements obligating the Company to issue any such options, warrants
or other rights.  Except as disclosed in Schedule 3 or as contemplated in
this Agreement, there are no agreements relating to the voting, purchase or
sale of capital stock (i) between or among the Company and any of its
shareholders or (ii) between or among any of the Company's shareholders.

   (e)  Subsidiaries and Equity Investment.  List 9 sets forth the name,
jurisdiction of incorporation, authorized capitalization and share ownership
of each direct or indirect subsidiary of the Company (a "Subsidiary") and the
jurisdictions in which each Subsidiary is qualified to do business.  As used
in the first sentence of this Section 3(e), the term "subsidiary" means any
corporation of which the Company, directly or indirectly, owns or controls
capital stock representing more than fifty percent of the general voting
power under ordinary circumstances of such corporation.  Except as disclosed
in List 9, the Company does not own, directly or indirectly, any capital
stock or other equity securities of any corporation or have any direct or
indirect equity or ownership interest, including interests in partnerships
and joint ventures, in any business.  Except as disclosed in List 9, all of
the outstanding capital stock of each Subsidiary is owned by the Company or
its Subsidiaries free and clear of all liens, encumbrances and restrictions
of every kind.  All such shares of capital stock have been validly issued and
are fully paid and nonassessable.  Except as disclosed in List 9, the
potential liability of the Company or any Subsidiary related to its
investment in any entity or business referred to in this Section 3(e) is
limited to the value of the Company's or such Subsidiary's investment
therein.  Except as disclosed in List 9, there are no outstanding options,
warrants or other rights of any kind to acquire any additional shares of
capital stock of any Subsidiary or securities convertible into or
exchangeable for, or which otherwise confer on the holder thereof any right
to acquire, any such additional shares, nor is any Subsidiary committed to
issue any such option, warrant, right or security.  Except as disclosed in
List 9, there are no agreements relating to the voting, purchase or sale of
capital stock of any Subsidiary or of any partnership or joint venture
interest held by the Company or any Subsidiary.

   (f)  No Violation; Ability to Conduct the Business.  Neither the execution
and delivery of this Agreement, nor the performance and the consummation of
the transactions contemplated hereby will (i) violate any provision of the
Articles of Incorporation or Bylaws of the Selling Shareholder or of the
Company (ii) contravene any provision of any law, statute, rule or regulation
or any order, writ, injunction or decree of any court or governmental
instrumentality or (iii) violate, or be in conflict with, or constitute a
default (or an event which, with or without due notice or lapse of time, or
both, would constitute a default) under, or result in the modification or
termination of, or cause or permit the acceleration of the maturity of any
material debt, obligation, contract, commitment or other agreement to which
the Selling Shareholder, the Company or any Subsidiary is a party or by which
any of their property may be bound (provided that, Arrow acknowledges that it
is aware that (i) the financing agreements set forth in List 11 (the "Bank
Agreements") do, and (ii) franchise agreements with manufacturers of
electronic components to which the Company or any Subsidiary is a party may,
contain provisions allowing the financial party or the manufacturer to
terminate such agreement in the event of a change in control of such entity).
Neither the Company nor any Subsidiary is a party to, subject to or bound by
any judgment, award, order, writ, injunction or decree of any court,
governmental body or arbitrator which could prevent the use by the Company or
any Subsidiary of its assets or the conduct of any business of the Company or
any Subsidiary, in each case in accordance with present practices, after the
Closing Date or which, by operation of law, or pursuant to its terms, would
be breached, terminate, lapse, or be subject to termination upon consummation
of the transactions contemplated by this Agreement.

   (g)  Financial Statements.  The Selling Shareholder has heretofore
furnished Arrow with complete copies of (i) the audited consolidated balance
sheet of the Company and the Subsidiaries as of December 31, 1998 and the
audited consolidated income statement and statement for the Company and the
Subsidiaries for the fiscal year ending on such date; (ii) audited balance
sheets as of December 31, 1998 of the Company and each of the Subsidiaries
and audited income statements for the Company and each of the Subsidiaries
for the fiscal year ended on such date; (iii) the unaudited consolidated
balance sheet of the Company and the Subsidiaries as of September 30, 1999
and the unaudited consolidated income statement for the Company and the
Subsidiaries for the nine-month period ended on such date; (iv) unaudited
balance sheets of the Company and each of the Subsidiaries as of September
30, 1999 and unaudited income statements for the Company and each of the
Subsidiaries for the nine-month period ended on such date; and (v) the
unaudited consolidated pro forma balance sheet of the Company and the
Subsidiaries as of September 30, 1999 giving effect to the property transfers
referred to in Section 8(a) hereof as if each had occurred on September 30,
1999 (but excluding the effect of any capital gain arising as a result of
such transfers).  Such financial statements (i) fairly reflect, in accordance
with French (in the case of the consolidated and unconsolidated financial
statements of the Company) or local (in the case of the financial statements
of such subsidiaries) generally accepted accounting principles, the
consolidated financial position of the TE Group or the Company or such
Subsidiary, as the case may be, as of such date and the consolidated results
of operations of the TE Group or the results of operations of the Company or
such Subsidiary, as the case may be, for such period, and (ii) reflect all
liabilities of the TE Group or the Company or such Subsidiary, as the case
may be, including contingent and disputed liabilities, and all capital
commitments of the TE Group or the Company or such Subsidiary as the case may
be, as at the date thereof, and make adequate provision or reserve for all
bad and doubtful debts.  In such financial statements appropriate provision
has been made for any slow moving, redundant, obsolete, defective or
otherwise non-saleable inventory and the value attributed to the remaining
inventory does not exceed the lower of cost or net realizable value at the
date of such statements.  The results shown in such financial statements have
not to a material extent been affected (except as disclosed in such financial
statements) by any extraordinary or exceptional event or circumstance or by
any other factor rendering them unusually high or low.

   (h)  Receivables. All accounts receivable reflected in the unaudited
consolidated balance sheet of the TE Group as of September 30, 1999 represent
bona fide transactions in the ordinary course of business between the TE
Group and third parties not otherwise affiliated with the TE Group or the
Selling Securityholders, represent actual sales and require no further act
(other than routine clerical tasks) on the part of the TE Group to make such
accounts receivable payable by the account debtors.  The accounts receivable
reflected in such consolidated balance sheet are reflected in accordance with
French generally accepted accounting principles.  The reserves with respect
to such accounts receivable reflected in such consolidated balance sheet are
sufficient and the amount of such reserves is consistent with the TE Group's
past practice and procedure.  Such accounts receivable, net of such reserves,
are fully collectible.  Except as set forth in List 10 hereof, no such
receivable has been outstanding for more than 180 days or is the subject of a
dispute with respect to the amount or validity thereof and, to the best of
the knowledge of the Selling Securityholders, the Company and the
Subsidiaries, no such dispute is threatened or contemplated.  Except as set
forth in List 10, all accounts receivable of the Company and its Subsidiaries
in France, Germany, the Netherlands and Spain are covered by credit insurance
for at least, in the case of accounts receivable of French customers, 90 per
cent, and in the case of accounts receivable in Germany, the Netherlands and
Spain, 85 per cent, of the amount owed.

        (i)  Inventory.  (i)  The inventories reflected in the unaudited
consolidated balance sheet of the TE Group as of September 30, 1999 consist
of inventories purchased in the ordinary course for resale.  Such inventories
(A) are accounted for in accordance with French generally accepted accounting
principles; (B) are accounted for net of reserves which are sufficient to
cover any losses due to obsolescence and shrinkage; and (C) the amount and
mix of such inventories are consistent with the business's past business
practices and do not exceed their forecast of reasonable requirements, and
(D) the amount of such reserves is consistent with the TE Group's past
practice and procedures.

       (ii)  All items of inventory reflected in the unaudited consolidated
balance sheet of the TE Group as of September 30, 1999 which are not
merchantable products for sale in the ordinary course of business as first
quality goods at normal markups, or are technologically obsolete, slow-
moving, inactive or below standard quality or were purchased from a source
other than the manufacturer thereof or a distributor duly licensed or
franchised to distribute such items by such manufacturer have been adequately
reserved for in such balance sheet; all of the items in such inventory which
do not meet the requirements for return to the manufacturer under the
applicable franchise agreement (except that the quantity of such devices may
exceed the amount permitted to be returned at any one time) have been so
reserved for.

      (iii)  To the extent that any items of inventory are, in order to meet
military or similar specifications required to be accompanied by (or the
seller thereof is required to maintain) traceability, testing or other
documentation, all such documentation is in the possession of the businesses.

       (iv)  All of the items of inventory reflected in the unaudited
consolidated balance sheet of the TE Group as of September 30, 1999 which
represent products purchased for "special order" or have otherwise been
tested, programmed, marked or manufactured to the specification of any
businesses or their customers or otherwise have had value added at a
customer's request have been adequately reserved for in such balance sheet,
except to the extent that such items of inventory are subject to firm, valid
and existing purchase orders issued by customers not affiliated with the TE
Group.

   (j)  Inter-Company Sales.  All inter-company sales between members of the
TE Group, or between any member of the TE Group and any Selling
Securityholder or any affiliate thereof were carried out at market prices.
Intercompany sales during 1999 are set forth on Schedule 4.

   (k)  Warranties.  Neither the Company nor any of the Subsidiaries has
issued any warranties or other understandings or agreements to any customer
or other third party, other than warranties or other understandings or
agreements provided to the Company or such Subsidiary by the manufacturer of
any products sold by the Company or such Subsidiary, and which the Company or
such Subsidiary has the right to enforce against such manufacturer, relating
to the quality or condition of any products sold or services rendered by the
Company or such Subsidiary, the maintenance thereof, or any return or
adjustment privileges granted in connection therewith.  Neither the Company
nor any Subsidiary has waived the benefit of any warranties of any
manufacturer. All sales by the Company or any Subsidiary have otherwise been
made on the terms previously disclosed to Arrow.

   (l)  Absence of Undisclosed Liabilities.  Except as set forth in the
unaudited consolidated balance sheet of the TE Group as of September 30, 1999
or List 11, there were, as of September 30, 1999, no debts, liabilities or
obligations, whether absolute, accrued, contingent or otherwise, of the TE
Group.  Except as otherwise disclosed in List 11, since September 30, 1999
none of the businesses has incurred any debts, liabilities or obligations,
whether absolute, accrued, contingent or otherwise, except (i) such as may
have arisen in the usual and ordinary course of business after such date and
(ii) such as are the result of the transactions contemplated by this
Agreement.

   (m)  Tax Matters.  All Taxes (as hereinafter defined) relating to the
Company or any Subsidiary including interest and penalties, which are due and
payable by the Company or such Subsidiary have been paid.  As used in this
Agreement, the term "Tax" or "Taxes" means any national, provincial,
municipal, foreign and other income, profits, franchise, sales, turnover,
value added, use, payroll, occupation, property, excise or other taxes, fees,
duties, assessments, withholdings or governmental charges of any nature
(including interest, penalties or additions to such taxes or charges).  The
liabilities for Taxes reflected in the unaudited consolidated balance sheet
of the TE Group as of September 30, 1999 represent adequate provision for the
payment of all accrued and unpaid or deferred Taxes relating to the Company
and any Subsidiary for all periods ended on or prior to the date of such
balance sheet, whether or not disputed and whether or not asserted prior to
the date hereof.  All Tax returns, declarations of estimated Tax, and Tax
reports relating to the Company or any Subsidiary required to be filed prior
to the date hereof by the Company or any Subsidiary have been duly filed.
All Taxes shown on such returns, declarations or reports and on assessments
received have been paid to the extent that such Taxes have become due.
Except as disclosed in List 4 hereto, no claims relating to the Company or
any Subsidiary have been asserted against the Selling Securityholders, the
Company or any Subsidiary which are currently unresolved for Taxes or for any
other assessments, including interest or penalties, with respect to Taxes.
The Tax returns of the Company and of each Subsidiary have been examined by
the relevant taxation authorities having jurisdiction over the Company or
such Subsidiary (or closed by applicable statute) for all taxable years prior
to and including the taxable year ended December 31, 1997 in the case of the
Company, December 31, 1995 in the case of A2M S.A. and December 31, 1993 in
the case of the other Subsidiaries.  Except as disclosed in List 4, no
adjustments were made and no issues were raised as a result of any such
examination or audit.  The Tax returns of the Company and of each Subsidiary
for the years since such year have not been audited and, to the knowledge of
the Selling Securityholders, are not currently under examination.   Except as
disclosed in List 4, to the knowledge of the Selling Securityholders no
taxation authority having jurisdiction over the Company or any Subsidiary is
currently examining any returns or reports of, has issued a notice of audit
or proposed deficiency to, or assessed a deficiency against the Company or
any Subsidiary, for any taxable year beginning after December 31, 1997 in the
case of the Company, December 31, 1995 in the case of A2M S.A. and December
31,1993 in the case of the other Subsidiaries.  Except as disclosed in List
4, neither the Selling Securityholders, the Company nor any Subsidiary has
waived any statute of limitations relating to the assessment or collection of
Tax with respect to any taxable year of the Company or any Subsidiary.  All
Taxes or other assessments relating to the Company or any Subsidiary which
the Company or any Subsidiary is required by law to withhold or collect have
been duly withheld and collected and have been paid over to the proper
governmental authorities or properly held by the Company or any Subsidiary as
the case may be, for such payment.

   (n)  Title to and Condition of Certain Properties and Assets and
Description of Business, Assets and Properties. The Company and each
Subsidiary has good and marketable title to all of its business, assets and
properties which do not constitute real property, free and clear of all title
defects, obligations, liabilities, liens, encumbrances, options,
restrictions, charges, claims and security interests and rights of third
persons of any kind, except for (i) any of the foregoing which are
specifically set forth and identified in List 8 hereto, and (ii) liens for
current taxes or assessments not delinquent.  The equipment, vehicles and
other tangible physical assets owned or leased by the Company and each
Subsidiary (other than items of inventory) are sufficient to operate their
respective businesses as it is being operated on the date hereof, are being
used or are useful in their respective businesses at their present level of
activity, have been properly and regularly maintained, comply with any
applicable legal requirement or restrictions and are in good repair and
regularly maintained and fully serviceable.  All records and information
relating to the Company or any Subsidiary are in the possession of each
business.

   (o)  Real Property.  Other than the properties (the "Real Estate") listed
on List 1 as owned by the Company or a Subsidiary, title to which is being
transferred to the Selling Shareholder or one of its affiliates prior to the
Closing Date, neither the Company nor any Subsidiary owns any real property.
List 1 also contains a complete and correct list of all leases of real
property (the "Leases") to which the Company or any Subsidiary is a party
whether as lessor or lessee.  The Real Property and the Leases comprise all
of the real property used by the Company or any Subsidiary and the Company
and each Subsidiary is in peaceful and undisturbed possession under each
Lease under which it is a lessee, and there are no defaults by any party
under any of the Leases.

The Company and each of the Subsidiaries has good and valid rights of ingress
and egress to and from all the Real Property and all the real property leased
under a Lease from and to the public street systems for all usual street,
road and utility purposes.  Neither the Company or any Subsidiary has
received any notice of any appropriation, condemnation or like proceeding, or
of any violation of any applicable zoning law, regulation or other law,
order, regulation or requirement relating to or affecting any such property;
and no such proceeding has been threatened or commenced.

All such buildings, structures and material leasehold improvements therein
currently are used by or useful to the businesses in the ordinary course of
their respective businesses, conform in all material respects with all
applicable law and are in good operating condition and in a good state of
maintenance and repair.

   (p)  Lists of Properties, Contracts and Other Data.  The Selling
Securityholders have has delivered to Arrow true and complete lists,
specifying, as of December 31, 1999, with respect to the business, properties
and assets of the Company and each Subsidiary and the obligations of the
Company and each Subsidiary, the following:

        (i)  List 1.  Each and every parcel of real property or interest
therein owned in whole or in part by the Company or any Subsidiary or held
under a lease;

       (ii)  List 2.  All trademarks, trade names, brand names and all other
intellectual property rights presently owned, in whole or in part, or used by
the Company or any Subsidiary; and all licenses, registrations (or
applications for registration), assignments, grants and other contracts
relating to such property;

      (iii)  List 3.  (A)  All existing contracts, agreements (other than
distribution agreements referred to in clause (iii) (B) and labor agreements
contained in List 12) and commitments of any of the Company or any
Subsidiary, except those referred to in Lists 1 or 2, written or oral, which
(x) extend beyond the first anniversary of the Closing Date, (y) involve the
value of more than FFR 150,000 (or the equivalent amount in another currency)
or (z) by operation of law, or pursuant to its terms, would be breached,
terminate, lapse or subject to termination upon consummation of the
transactions contemplated by this Agreement absent the consent or other
action of any third person or agency; (B) all distribution, franchise or
similar agreements pertaining to products sold by the Company or any
Subsidiary; (C) all sales agent, sub-distributor or similar agreements to
which the Company or any Subsidiary is a party; and (D) copies of all forms
of sale agreements or terms and conditions of sale used by the Company or any
Subsidiary.

       (iv)  List 4.  All litigation, governmental or regulatory proceedings,
investigations or labor disputes pending or threatened against the Company or
any Subsidiary or any or their respective officers, directors or shareholders
as such or any of their respective assets or properties, or to which the
Company or any Subsidiary or any of their respective officers, directors or
shareholders, as such, is a party;

        (v)  List 5.  (A) All claims asserted or threatened or asserted at
any time against the Company or any Subsidiary in respect of personal injury,
wrongful death or property damage alleged to have resulted from products or
services provided by the Company or any Subsidiary together with a
description of each such claim, any action initiated with respect thereto and
the disposition thereof; and (B) all express warranties and disclaimers of
warranty used by in connection with the products or services provided
by;

       (vi)  List 6.  All banking or other depository arrangements of the
Company or any Subsidiary specifying the bank or institution, type of
account, compensating balance arrangement, balance and the names of all
persons authorized to draw thereupon or to have access thereto, the names of
all persons, if any, now holding powers of attorney the Company or from any
Subsidiary and a list of the guarantees given by the Selling Shareholder or
J-CA to the banks or to a supplier;

      (vii)  List 7.  All loans or advances made by the Company or any
Subsidiary to any person except normal travel advances or other reasonable
expense advances to an officer or employee of the Company or such Subsidiary;

     (viii)  List 8.  All liens, encumbrances, charges, restrictions, claims,
security interests and (except those arising under contracts disclosed in
List 3) obligations and liabilities with respect to the business, assets and
property of The Company or any Subsidiary which do not constitute real
property;

       (ix)  List 9.  The name of each subsidiary of the Company (whether
held directly by the Company or indirectly by a subsidiary), its jurisdiction
of organization and the percentage of its issued and outstanding securities
owned by the Company, another subsidiary of the Company, or by the Company
and one or more subsidiaries, as the case may be; all corporations, joint
ventures, partnerships or other entities (other than its subsidiaries) in
which the Company or any subsidiary owns an equity interest, including a
brief description of the activities conducted thereby, the total assets
thereof, the percentage of the Company's or any subsidiary's, as the case may
be, equity interest therein and identities of other equity participants;

        (x)  List 10.  All exceptions to the representation set forth in the
last sentence of Section 3(h) hereof

       (xi)  List 11.  All outstanding indebtedness for borrowed money of the
Company or any Subsidiary;

      (xii)  List 12.  (A) All employees of the Company or any Subsidiary and
their position, seniority and individual remuneration (including bonus
entitlements and benefits), including a list of the directors of the Company
and each Subsidiary; and (B) all collective bargaining agreements, internal
rules (rSglement intrieur) and in-house collective agreements (accord
d'enterprise) to which the Company or any Subsidiary is a
party; and

      (xii)  List 13.  (A) All agreements which any supplier or customer of
the Company or any Subsidiary has threatened to terminate or materially
reduce since December 31, 1998; and (B) all reports related to any supplier
audits carried out since January 1, 1998.

The agreements, documents and data set forth in the lists required by this
Section (p) have been made available to Arrow for examination and copies of
any thereof requested by Arrow have been delivered to Arrow.  Neither the
availability of such agreements, documents and data, nor anything contained
therein or revealed thereby which is not specifically referred to in this
Agreement, shall be deemed to modify in any respect any of the
representations and warranties set forth in this Agreement or to impose any
duty on Arrow to review such agreements, documents and data.

Nothing has occurred since December 31, 1999 and prior to the Closing Date
which would be required to be included in the lists required by this Section
(p) were they to have been prepared as of such subsequent date and which,
taken singly or in the aggregate, would constitute a material adverse change
in the financial condition, assets, liabilities (contingent or otherwise),
results of operations, properties, business, business operations or business
prospects of the Company or any of Subsidiaries.

   (q)  Litigation.  Except as set forth in List 4, no action, suit or
governmental, administrative, arbitration or regulatory proceeding or
investigation is pending or threatened against or relating to the Company or
any Subsidiary or their respective businesses, properties or assets.

   (r)  Books of Account and Other Records; Compliance with Law of Corporate
Action.  The books of account of the Company and each Subsidiary have been
kept, and will be kept to and including the Closing Date, in accordance with
good business practices, and such books of account, and the minute books,
stock certificate books and ledgers of the Company and each Subsidiary at the
Closing Date will be correct and complete or, in respect of matters arising
within 30 days of the Closing Date, are capable of being written up within 10
days of the Closing Date, and will fairly present the operations of the
Company and each Subsidiary and if not in the possession of the Company or
the relevant Subsidiary will be delivered to Arrow at Closing.  All
resolutions of the board of directors and of shareholders meetings of the
Company and each Subsidiary have been taken in compliance with all applicable
laws and are properly recorded in the minute books of the Company or such
Subsidiary, as the case may be.

   (s)  Absence of Changes or Events.  Since December 31, 1998 neither the
Company nor any Subsidiary has experienced any material adverse change in its
financial condition, assets, liabilities (contingent or otherwise), results
of operations, properties, business, business operations or business
prospects, other than the loss of any customers, suppliers or employees as a
result of the announcement of the transaction contemplated by this Agreement,
and unless contemplated by this Agreement or done with Arrow's consent
evidenced in writing, neither the Company nor any Subsidiary has:

        (i)  made any change in its accounting principles, procedures,
methods or practices, including any change with respect to the appropriate
level of provisions or reserves, or released any provisions or reserves
reflected in the unaudited consolidated pro forma balance sheet of the
Company and the Subsidiaries as of September 30, 1999 referred to in Section
3(g), except for (A) the change in depreciation of systems referred to in the
report of PriceWaterhouseCoopers with respect to their review of the
September 30, 1999 financial statements of the Company, (B) the releases
referred to under the heading "Financial Performance" in the letter (the
"December 6th Letter") dated December 6, 1999 from J-CA to Stephen Kaufman, a
copy of which is attached hereto as Exhibit B and (C) the release of the FFR
6.2 million tax provision;

       (ii)  borrowed or agreed to borrow any funds, guaranteed or agreed to
guarantee the indebtedness of any third parties or incurred or become subject
to, any absolute or contingent obligation or liability, except obligations
and liabilities incurred in the ordinary course of business, none of which
are materially adverse;

      (iii)  mortgaged, pledged or subjected to lien, charge or other
encumbrance, any of its assets, tangible or intangible;

       (iv)  sold, transferred, leased or otherwise disposed of, or agreed to
sell, transfer, lease or otherwise dispose of, any of its assets, properties,
or rights (including leaseholds) or canceled, compromised or otherwise
terminated, or agreed to cancel, compromise or otherwise terminate, any debts
or claims, except in the ordinary course of its business, or waived any right
of substantial value;

        (v)  except as set forth on Schedule 5, authorized, made or committed
to make any single capital expenditure in excess of FFR 30,000 (or the
equivalent amount in another currency) or capital expenditures in excess of
FFR 75,000 (or the equivalent amount in another currency) in the aggregate,
or purchased or contracted to purchase any real property;

       (vi)  experienced any actual or threatened strike or other labor
trouble or dispute;

      (vii)  suffered any material damage, destruction or loss, whether or
not covered by insurance;

     (viii)  entered into any transaction or incurred any obligation or
liability (absolute, accrued, contingent or otherwise) other than in the
ordinary course of its business;

       (ix)  entered or agreed to enter into any agreement or arrangement
granting any preferential rights to purchase any of its assets, properties or
rights, or requiring the consent of any party to the transfer or assignment
of any of such assets, properties or rights;

        (x)  incurred or become subject to any claim or liability for any
material damages or alleged damages for any actual or alleged negligence or
other tort, or breach of contract;

       (xi)  paid any dividends or made any distributions with respect to its
capital stock, or otherwise distributed any profits, retained earnings or
capital or reserves, other than (A) dividends or distributions paid by any
wholly-owned Subsidiary to the Company, (B) a dividend in the amount of FFR
3.645 million paid by the Company on September 9, 1999 in respect of the year
ended December 31, 1998 and (C) a dividend in the amount of FFR 8.1 million
to be paid by the Company and recorded in the accounts of the Company at
December 31, 1999;

      (xii)  repaid any loans from the Selling Shareholder or any person
affiliated with the Selling Shareholder other than repayments made to the
Company;

     (xiii)  except for increases or changes in the ordinary course of
business consistent with past practice, increased or otherwise changed the
rate or nature of the compensation (including, without limitation, wages,
salaries, bonuses and other benefits) paid, payable or available to any of
the employees of the Company or any Subsidiary;

      (xiv)  changed or amended its Articles of Incorporation or Bylaws;

       (xv)  released any provisions or reserves reflected in the unaudited
consolidated pro forma balance sheet of the Company and its Subsidiaries as
of September 30, 1999 referred to in Section 3(g) other (A) than the releases
referred to under the heading "Financial Performance" in the December 6th
Letter and (B) the release of the FFR 6.2 million tax provision reflected in
the unaudited consolidated pro forma balance sheet of the Company and the
Subsidiaries as of September 30, 1999 referred to in Section 3(g);

      (xvi)  paid its creditors otherwise than in the ordinary course or
changed its policy in relation to the payment of creditors; or

     (xvii)  entered into or terminated any supply agreement or franchise
agreement with any supplier relating to products sold by the Company or such
Subsidiary.

   (t)  Trademarks, etc.  List 2 contains a complete and correct list of all
trademarks, trade names, brand names and other intellectual property rights
and all domain names and URLs of the Company or any Subsidiary (collectively,
"Rights") and all licenses granted by or to the Company or any Subsidiary and
other agreements pertaining to any of the foregoing.  There are no
trademarks, trade names or brand names other than the Rights that are used in
the business of the Company or any of the Subsidiaries.  The transfer of
Rights referred to in Section 8(g) will effect the transfer of all Rights
owned by the Selling Shareholder or any of its affiliates (other than the
Company and the Subsidiaries).  Except as set forth in List 2, (i) one or
more of the Company and the Subsidiaries has the sole and exclusive right to
use the Rights in the conduct of its business; (ii) no proceedings have been
instituted, are pending or threatened, which challenge the rights of any the
Company or any Subsidiary in respect of the Rights or the validity thereof;
(iii) to the best knowledge of Selling Securityholders, the Company and the
Subsidiaries, none of the Rights infringes upon or otherwise violates the
rights of others; (iv) none of the Rights is subject to any outstanding
order, decree, judgment or stipulation; (v) no licenses, sublicenses or
agreements pertaining to any of the Rights have been granted by the Company
or any Subsidiary (except to the extent set forth on List 2); (vi) none of
the businesses has received any charge of interference or infringement of any
of the Rights.

   (u)  Compliance with Law.  (i)  Neither the Company nor any Subsidiary has
failed, nor is it failing, to comply with any applicable law, rule or
regulation.  The Company and each Subsidiary has operated, and is operating,
in compliance with all permits, licenses, approvals, and authorizations of
all national, provincial, municipal and foreign authorities necessary for the
Company and each Subsidiary to carry on their respective businesses as
presently conducted and all such permits, licenses, approvals and
authorizations have been validly obtained, are in full force and effect and
no suspension or cancellation of any of them is threatened.

        (ii)  The Company and each Subsidiary is operating in compliance with
all applicable laws, rules and regulations relating to customs, duties and
TVA.

       (iii)  Except as described in List 4, the Company and each Subsidiary
has been and is in compliance with all applicable provisions of anti-
pollution and environmental protection laws, all laws relating to
occupational safety and health standards and with rules and regulations
related to such laws.   Except as described in List 4, no proceeding or
investigation is pending or threatened alleging or to the effect that the
Company or any Subsidiary has violated or is in violation of any such law,
rule or regulation.

         (v)  Labor Matters.  (i) Except as disclosed in List 12, (A) neither
the Company nor any Subsidiary is a party to any collective bargaining
agreement with any labor union, confederation or association and there are no
discussions, negotiations, demands or proposals that are pending or have been
conducted or made with or by any labor union, confederation or association
and (B) there are not pending or threatened against the Company or any
Subsidiary any general labor disputes, strikes or work stoppages.

        (ii)  There is no present or former employee, manager or director of
any of the businesses who has any claim against the Company or any Subsidiary
(whether under law, any employee agreement or otherwise) on account of or
for: (i) overtime pay, other than overtime pay for the current payroll
period; (ii) wages or salaries, other than wages or salaries for the current
payroll period; or (iii) vacations, sick leave, time off or pay in lieu of
vacation, sick leave or time off, other than vacation, sick leave or time off
(or pay in lieu thereof) earned in the twelve-month period immediately
preceding the date of this Agreement

       (iii)  Except as disclosed in List 12 or in note 3.8 to the audited
consolidated financial statements of the Company and the Subsidiaries for
1998 referred to in Section 3(g), no employee, manager or director is
entitled to any bonus arrangement, pension or other benefits or any other
remuneration for his or her services.

        (iv)  The Selling Shareholder, the Company and each Subsidiary have
performed their duty to inform their respective employees about the
transactions contemplated by this Agreement in accordance with applicable law
concerning the employee's right to participate in the decision making
process.

         (v)  Neither the Company nor any subsidiary has received any
notification, recommendation or formal demand from any labor inspector or
labor authority in connection with (A) overtime pay; (B) staff
representation; or (C) working, health or safety conditions

   (w)  Status of Contracts, Etc.  Except as disclosed in List 1, List 2 or
List 3, all of the contracts, agreements and commitments required to be
listed in such Lists are, with respect to the obligation of the other parties
thereto, in full force and effect in accordance with their respective terms,
covenants and conditions (provided that, Arrow acknowledges that it is aware
that (i) the Bank Agreements do, and (ii) franchise agreements with
manufacturers of electronic components to which the Company or such
Subsidiary is a party may, contain provisions allowing the banker or the
manufacturer to terminate such agreement in the event of a change in control
of the Company or such Subsidiary), neither the Company nor any Subsidiary is
in default thereunder and neither the Company nor any Subsidiary has waived
any right under any such contract agreement or commitment which could have a
material adverse effect on the Company or any Subsidiary and none of such
contracts, agreements or commitments is, either when considered singly or in
the aggregate with others, materially adverse to the business, properties,
assets, earnings or prospects of the Company or any Subsidiary or likely,
either before or after the Closing, to result in any material loss or
liability.

   (x)  Customers, Distributors and Suppliers.

        (i)  Except as disclosed on List 13, since December 31, 1998 no
material customer or supplier of the Company or any Subsidiary has announced
or threatened to end or materially reduce its relationship with the Company
or any Subsidiary.

       (ii)  Since December 31, 1998 there have been no bona fide complaints
in writing from customers of the Company or any Subsidiary in respect of
products supplied by it which were not capable of resolution by the
manufacturer without significant cost to the Company or any Subsidiary.

      (iii)  Except as disclosed on List 13, neither the Company nor any
Subsidiary has been the subject of a supplier audit.

       (iv)  None of the manufacturers or other persons from whom the Company
or any Subsidiary purchases its inventory have imposed any conditions or
undertakings on the Company or any Subsidiary which constitute material
negative deviations from such person's standard terms of business.

   (y)  Trading Practices.  Each of the Company's and each Subsidiary's
directors and employees and independent commission agents are in compliance
with ethical standards and other trading practices mandated by applicable law
and contractual arrangements and have not made payments to any third parties
other than in the ordinary course of business or pursuant to contracts.

   (z)  Insurance.  The Company and each Subsidiary maintains with
financially sound and reputable insurance companies, insurance in at least
such amounts and against such risks as is usually carried by owners of
similar businesses and properties in the same general areas in which the
Company or such Subsidiary operates.  All of the insurance policies are in
full force and effect, all premiums with respect thereto covering all periods
up to and including the Closing Date have been paid, and no notice of
cancellation or termination has been received with respect to any such
policy.  Such policies are sufficient for compliance with all requirements of
law and all agreements to which the Company or any Subsidiary is a party.

        (aa)  Brokers and Finders.  Neither any Selling Securityholder, the
Company nor any Subsidiary, nor any person controlled, directly or indirectly
by of any of them has employed any broker, finder, consultant or intermediary
in connection with the transactions contemplated by this Agreement who would
be entitled to a broker's, finder's, or similar fee or commission from the
Company or any Subsidiary or Arrow in connection therewith or upon the
consummation thereof or from Arrow if the Closing does not occur.  Without
limiting the generality of the foregoing,  the Selling Shareholder agrees
that all fees and expenses of Broadview Int'l. Limited will be paid by the
Selling Shareholder.

        (bb)  Disclosure.  No representation or warranty made by the Selling
Securityholder, the Company or any Subsidiary in this Agreement, and no
statement contained in any certificate, list, schedule, exhibit or other
instrument specified in this Agreement or otherwise furnished to Arrow in
connection with the transactions contemplated hereby, whether heretofore
furnished to Arrow or hereafter required to be furnished to Arrow, contains
or will contain any untrue statement of a material fact or omits or will omit
to state a material fact necessary to make the statements contained therein
not misleading.

        (cc)  Factoring Arrangements. All factoring financing agreements and
similar arrangements (including "dailly") to which the Company or any
Subsidiary is a party involve sales of accounts receivable by the Company or
such Subsidiary to third parties not affiliated with the TE Group.

        (dd)  Directors.  With the exception of JDA and, prior to his
resignation as a Director in June 1999, Laurent Asscher, no person who is, or
at any time since January 1, 1999 was, a  Director of the Company is, or
during the period he was a Director was, an employee of the Company.

     4.  Representations and Warranties (Guarantees) by the Selling
Warrantholders.  As a material inducement to Arrow to enter into this
Agreement, to purchase the Shares and the Warrants and to pay the Purchase
Price, the Selling Warrantholders hereby jointly and severally represent and
warrant (guarantee) that:

         (a)  Organization and Authority of the Selling Warrantholders.  Each
of the Selling Warrantholders is a duly organized and validly existing
corporation under the laws of its jurisdiction of organization, with the
corporate power and authority to enter into this Agreement and perform its
obligations hereunder.  The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been duly
authorized by each of the Selling Warrantholders and no other proceedings on
the part of the Selling Warrantholder are necessary to authorize this
Agreement and the transactions contemplated hereby.  Selling Warrantholder is
not subject to or obligated under any contract, license, franchise, or
permit, or, insofar as is known to Selling Warrantholder, subject to any
order or decree, which would be breached, violated, or exceeded by the
execution and performance of this Agreement by Selling Warrantholder.
Assuming due execution and delivery by Arrow, this Agreement constitutes a
valid, binding, and enforceable obligation of each of the Selling
Warrantholders, subject to applicable bankruptcy, reorganization, insolvency,
moratorium, and other laws affecting creditors' rights generally from time to
time in effect and, as to enforceability, general equitable principles.
Except as set forth in Schedule 2, no authorization, consent, or approval of,
or filing with, any domestic or foreign public body or authority is necessary
for the consummation by the Selling Warrantholders of the transactions
contemplated by this Agreement.

         (b)  Ownership of Warrants. Each of the Selling Warrantholders is
the lawful record and beneficial owner of the Warrants being sold by it
hereunder.  The Warrants being sold by the Selling Warrantholders hereunder,
in the aggregate, constitute all of the issued and outstanding warrants to
purchase shares of capital stock of the Company.  Such Warrants are owned
free and clear of all liens, encumbrances and restrictions of every kind; and
upon delivery of the Warrants in the manner contemplated in Section 2, Arrow
will acquire good, beneficial and legal, valid and indefeasible title to the
Warrants free and clear of all liens, encumbrances and restrictions of every
kind.

         (c)  No Violation; Ability to Conduct the Business.  Neither the
execution and delivery of this Agreement, nor the performance and the
consummation of the transactions contemplated hereby will (i) violate any
provision of the Articles of Incorporation or Bylaws of any Selling
Warrantholder, (ii) contravene any provision of any law, statute, rule or
regulation or any order, writ, injunction or decree of any court or
governmental instrumentality, or (iii) violate, or be in conflict with, or
constitute a default (or an event which, with or without due notice or lapse
of time, or both, would constitute a default) under, or result in the
modification or termination of, or cause or permit the acceleration of the
maturity of any material debt, obligation, contract, commitment or other
agreement to which any Selling Warrantholder is a party or by which any of
their property may be bound.

     5.  Actions Pending Closing. Except as otherwise contemplated by this
Agreement and as Arrow may otherwise consent in writing, during the period
January 1, 2000 through the Closing, the Selling Shareholder shall procure
that:

         (a)  the Company and each Subsidiary conduct and carry on their
respective businesses only in the ordinary and regular course;

         (b)  the Company and each Subsidiary use their respective best
efforts to preserve their respective assets, businesses and relationships
with customers, suppliers and others having business relationships with each
of them;

         (c)  neither the Company nor any Subsidiary shall, sell, lease,
mortgage, pledge or otherwise acquire or except as contemplated by section
8(a) dispose of any of the properties, assets or rights (including
leaseholds) or cancel, compromise or otherwise terminate or agree to cancel,
compromise or otherwise terminate, any debts or claims, of the Company or
such Subsidiary except in the ordinary course of business, provided that, the
Company may dispose of its logistics operations at Troyes (including assets
having a book value of not more than FFR 100,000) on terms satisfactory to
Arrow;

         (d)  except for increases or changes in the ordinary course of
business consistent with past practice, neither the Company nor any
Subsidiary shall, increase or otherwise change the rate or nature of the
compensation (including, without limitation, wages, salaries, bonuses and
other benefits) paid, payable or available to any of the employees of the
Company or any Subsidiary;

         (e) neither the Company nor any Subsidiary shall: (i) change or
amend its Articles of Incorporation or Bylaws or (ii) issue or sell any
shares of its capital stock of any class, or issue or sell any securities
convertible into, or options with respect to, any shares of its capital stock
of any class or enter into any agreement obligating it to do any of the
foregoing;

         (f)  neither the Company nor any Subsidiary shall, cancel or permit
any insurance policies covering its business to lapse or terminate, unless
renewed or replaced by like coverage;

         (g)  neither Company nor any Subsidiary shall make any change in its
accounting principles, procedures, methods or practices, including, without
limiting the generality of the foregoing, any change in its policies or
practices regarding the appropriate level of provisions or reserves;

         (h)  neither the Company nor any Subsidiary shall pay any dividends
or make any distributions with respect to their respective capital stock,
other than dividends or distributions paid by any wholly-owned Subsidiary to
the Company, or otherwise distribute any profits, retained earnings or
capital or reserves, provided that, notwithstanding the foregoing the Company
will pay a dividend in the amount of FFR 8.1 million which dividend was
recorded in the accounts of the Company at December 31, 1999;

         (i)  neither the Company nor any Subsidiary shall repay any loans
from the Selling Shareholder or any person affiliated with the Selling
Shareholder other than repayments made to the Company;

         (j)  neither the Company nor any Subsidiary shall borrow or agree to
borrow any funds, guarantee or agree to guarantee the indebtedness of any
third parties or incur or become subject to any absolute or contingent
obligation or liability, except obligations or liabilities incurred in the
ordinary course of business;

         (k)  neither the Company nor any Subsidiary shall enter into any
agreement or arrangement granting any preferential rights to purchase any of
its assets, properties or rights, or requiring the consent of any party to
the transfer or assignment of any of such assets, properties
or rights;

         (l)  neither the Company nor any Subsidiary shall authorize or make
any single capital expenditure in excess of FFR 30,000 (or the equivalent
amount in another currency) or capital expenditures in excess of FFR 75,000
(or the equivalent amount in another currency) in the aggregate, or purchase
or contract to purchase any real property;

         (m)  neither the Company nor any Subsidiary shall release any
provisions or reserves reflected in the unaudited consolidated pro forma
balance sheet of the Company and its Subsidiaries as of September 30, 1999
referred to in Section 3(g) other than (i) the releases referred to under the
heading "Financial Performance" in the December 6th Letter and (ii) the
release of the FFR 6.2 million tax provision;

         (n)  neither the Company nor any Subsidiary shall pay its creditors
otherwise than in the ordinary course or change its policy in relation to the
payment of creditors;

         (o)  neither the Company nor any Subsidiary shall enter into or
terminate any supply agreement or franchise agreement with any supplier
relating to products sold by the Company or such Subsidiary;

         (p)  neither the Company nor any Subsidiary shall enter into any
contract or commitment which is outside the ordinary course of its business;
and

         (q)  Arrow and its advisors are given as soon as reasonably
practicable on request, access to such facilities and information regarding
the assets, liabilities, contracts and affairs of the Company and each
Subsidiary as Arrow may reasonably require.

     6.  Representations and Warranties by Arrow.  As a material inducement
to the Selling Securityholders to enter into this Agreement and to sell the
Shares and the Warrants, Arrow represents and warrants that:

         (a) Organization and Authority of Arrow.  Arrow is a corporation
duly incorporated and validly existing under the laws of New York with the
corporate power and authority to enter into this Agreement and perform its
obligations hereunder.  The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been duly
authorized by the Board of Directors of Arrow and no other proceedings on the
part of Arrow are necessary to authorize this Agreement and the transactions
contemplated hereby.  Arrow is not subject to or obligated under any
contract, license, franchise, or permit, or, insofar as is known to Arrow,
subject to any order or decree, which would be breached, violated, or
exceeded by the execution and performance of this Agreement by Arrow.
Assuming due execution and delivery by the other parties hereto, this
Agreement constitute a valid, binding, and enforceable obligation of Arrow,
subject to applicable bankruptcy, reorganization, insolvency, moratorium, and
other rights affecting creditors' rights generally from time to time in
effect.  Except for the filing with, and obtaining of approval from, the
European Commission under the Merger Control Regulation, no authorization,
consent, or approval of, or filing with, any domestic or foreign public body
or authority not already obtained or made is necessary for the consummation
by Arrow of the transactions contemplated by this Agreement.  Neither the
execution and delivery of this Agreement nor compliance by Arrow with its
terms and provisions will violate any provision of the Articles of
Incorporation or Bylaws of Arrow or any law, statute, or regulation to which
Arrow is subject.

         (b)  Brokers and Finders.  Arrow has not employed any broker,
finder, consultant or intermediary in connection with the transactions
contemplated by this Agreement who would be entitled to a broker's, finder's,
or similar fee or commission from the Selling Securityholders, the Company or
any Subsidiary, or Arrow in connection therewith or upon the consummation
thereof or from the Selling Securityholders, the Company or any Subsidiary if
the Closing does not occur.

     7.  Covenant Against Competition.  For purposes of this Section 7,
"Relevant Period" shall mean a period commencing on the date hereof and
ending on the date which is 30 months after the Closing Date and the
"Covenanting Parties" shall mean the Selling Shareholder, J-CA, JDA and FC.
As a further inducement to Arrow to enter into the transactions contemplated
hereunder each of the Covenanting Parties hereby agrees that neither any of
the Covenanting Parties, nor any person controlled, directly or indirectly,
by any Covenanting Party shall, for the Relevant Period, in any way, directly
or indirectly, (i) own, manage, operate, control, or actively participate in
as a director, officer or shareholder or in any other capacity, any
enterprise which engages in, or otherwise carries on, any business activity
in or into any country in which the Company or any Subsidiary carries on
business as of the date of this Agreement in competition with the Company or
any Subsidiary or (ii) except as specifically contemplated by Section 8(b),
solicit for employment, employ or hire any director, officer or other
employee of the Company or any Subsidiary.  If any of the prohibitions or
restrictions contained in this clause is judged to go beyond what is
reasonable in the circumstances but would be judged reasonable and necessary
if any activity were deleted or a period or area were reduced, then the
prohibitions or restrictions apply with that activity deleted or period or
area reduced by the minimum amount necessary.

     8.  Other Covenants of the Selling Securityholders.
         (a)  Property Transfers.  Prior to the Closing, the Selling
Shareholder shall, at its own cost, cause (i) title to the three properties
listed in List 1 as being owned by the Company or a Subsidiary and (ii) the
lessee's interest in the property in Troyes listed in List 1 as being leased
by the Company or a Subsidiary to be transferred out of the TE Group.
Notwithstanding such transfers the Company or a Subsidiary (or Arrow or
another affiliate of Arrow) shall occupy and use the properties in Sevres,
Troyes and Reading for a period of at least six months from the Closing Date.
If requested to do so by Arrow, the Selling Securityholders will procure that
a company affiliated with one or more of the Selling Securityholders will
provide to the Company or such Subsidiary as the Company shall designate, at
cost, logistic services necessary to operate the facility at Troyes for such
period not exceeding six months as Arrow may request.  Arrow shall give the
Selling Shareholder at least three months' notice of its intention to cease
to occupy and use any such property.  For so long as the Company or any
Subsidiary occupies any such property it shall pay to the owner of such
property the monthly rent applicable to such property set forth below:

Sevres - FFR 589,279.16
Reading -      9,757.56
Troyes - FFR 133,970.83

         (b) Certain Employment matters.  (i)  The Selling Securityholders
shall procure that, prior to the Closing, the Company shall give notice of
termination of his employment contract to JDA.  If requested by Arrow, the
Selling Securityholders will cause the Company to require JDA to perform his
duties during the advance notice period provided for in his employment
agreement to assist in the integration of the business of the TE Group with
Arrow's existing European distribution businesses.  Any and all cost involved
in obtaining JDA's agreement to such arrangements and any and all costs and
charges of, or related, to, the termination of his employment and positions
with the TE Group, including any severance payments or benefits, shall be
borne (or paid) by the Selling Shareholder through a reduction in the
Purchase Price.

             (ii)  The Selling Securityholders shall procure that the Finance
Director of the Company, FC, shall enter into arrangements satisfactory to
Arrow whereby FC agrees to continue his employment with the Company following
the Closing.

            (iii)  Prior to the Closing, the Selling Securityholders shall
cause the transfer out of the TE Group of the one managing director and 10
employees listed on Schedule 6.  Such transfers shall be with effect from
January 1, 2000 and neither the Company nor any Subsidiary shall make any
payment to or on behalf of any such employee in respect of any period after
December 31, 1999.  Such transfers shall be carried out in compliance with
the requirements of all applicable employment and social legislation and
shall be implemented in such a way as to avoid any harm or disruption to the
business of the TE Group.  All costs and charges of, or related to, such
transfers shall be borne (or paid) by the Selling Shareholder.

             (iv)  Prior to the Closing, the Selling Securityholders shall
use their best efforts to cause 14 employees listed on Schedule 7 to resign
from their employment within the TE Group and accept alternative employment
with a company affiliated with one or more of the Selling Securityholders.
Such arrangements shall be implemented in such a way as to comply with all
applicable employment and social legislation and as to avoid any harm or
disruption to the business of the TE Group.  All costs and charges of, or
related to, such arrangements shall be borne (or paid) by the Selling
shareholder.  In the event that, notwithstanding the best efforts of the
Selling Securityholders, fewer than 14 of such employees resigns and accepts
such alternative employment, the Purchase Price paid to the Selling
Shareholder shall be reduced by an amount equal to two (2) times the
aggregate annual gross compensation of such non-resigning employee(s)
(including all social costs payable by the Company or any Subsidiary in
respect of such non-resigning employee(s)) and the Closing Payment shall be
reduced by an amount equal to such reduction in the Purchase Price paid to
the Selling Shareholder.  If requested to do so by Arrow the Selling
Securityholders will procure that a company affiliated with one or more of
the Selling Securityholders will provide to the Company or such Subsidiary as
the Company shall designate, at cost, back office services for such period
not exceeding one year as Arrow may request.

          (v)  Prior to the Closing, the Selling Securityholders shall cause
the transfer out of the TE Group to a company affiliated with one or more of
the Selling Securityholders of the 20 employees listed on Schedule 8.  Such
transfers shall be carried out in compliance with the requirements of all
applicable employment and social legislation and shall be implemented in such
a way as to avoid any harm or disruption to the business of the TE Group.
All costs and charges of, or related to, such transfers shall be borne (or
paid) by the Selling Shareholder.

         (vi)  Prior to the Closing, the Selling Securityholders shall cause
the transfer out of the TE Group to a company affiliated with one or more of
the Selling Securityholders of the employee listed on Schedule 9; such
employee constituting all of the employees engaged in the business of the Rep
Design companies referred to in Section 8(e).  Such transfers shall be
carried out in compliance with the requirements of all applicable employment
and social legislation and shall be implemented in such a way as to avoid any
harm or disruption to the business of the TE Group.  All costs and charges
of, or related to, such transfers shall be borne (or paid) by the Selling
Shareholder.

        (vii)  Prior to the Closing, the Selling Securityholders shall cause
the transfer out of the TE Group to a company affiliated with one or more of
the Selling Securityholders of the 16 employees listed on Schedule 10; such
employees constituting all of the employees engaged in the business of the
TEMEX Divisions of the Subsidiaries in Germany and Italy.  Prior to such
transfers all compensation costs of all of  such employees (including all
social costs payable by the Company or any Subsidiary in respect of such
employees) shall be invoiced to and paid by Tekelec Temex SA.  Such transfers
shall be carried out in compliance with the requirements of all applicable
employment and social legislation and shall be implemented in such a way as
to avoid any harm or disruption to the business of the TE Group.  All costs
and charges of, or related to, such transfers shall be borne (or paid) by the
Selling Shareholder.

         (c)  Continued Trading.  The Selling Shareholder shall procure that
any company affiliated with the Selling Shareholder that currently purchases
product from the TE Group shall continue to trade with the TE Group following
the Closing and to regard the TE Group as a preferred supplier on the same
basis as at present provided that the terms and prices offered by the TE
Group continue to be competitive.

         (d)  German Receivable.  Prior to the Closing, the Selling
Shareholder shall purchase the DEM 400,000 outstanding account receivable due
from the former General Manager of the German Subsidiary for cash at a
purchase price equal to the value attributed to such account receivable in
the unaudited consolidated pro forma balance sheet of the Company and the
Subsidiaries as of September 30, 1999 referred to in Section 3(g).

         (e)  Rep Design.  Prior to the Closing, the Selling Shareholder
shall cause the transfer out of the TE Group, for cash consideration equal to
the value attributed to such companies in the unaudited consolidated pro
forma balance sheet of the Company and the Subsidiaries as of September 30,
1999 referred to in Section 3(g), of Rep Design Ltd. and Rep Design GmbH.

         (f)  Temex Telecom Shareholding.  Prior to the Closing, the Selling
Shareholder shall cause the transfer out of the TE group, for cash
consideration equal to the value attributed to such shareholding in the
unaudited consolidated pro forma balance sheet of the Company and the
Subsidiaries as of September 30, 1999 referred to in Section 3(g), of Tekelec
Airtronic GmbH's 51% shareholding in Temex Telecom.

         (g)  Transfer of Rights to Trade Name.  Prior to the Closing, the
Selling Shareholder shall transfer to Sequoia Technology Ltd. for FFR1 all
rights to the trade name "Sequoia," including without limitation all
registrations (or applications for registration) of such trade name.

         (h)  Employee Loan.  Prior to the Closing, the Selling Shareholder
shall purchase or cause an affiliate to purchase from the Company the
employee loan in an initial amount of FRF 200,000 referred to in List 7
(Tekelec Europe) for cash in an amount equal to the outstanding principal
amount thereof.

     9.  Survival of Covenants, Representations and Warranties.   The
covenants contained in this Agreement shall survive the Closing Date without
limitation. The representations and warranties of the Selling Shareholder
contained in Sections 3(m), 3(u), 3(v), and 3(y) hereof shall survive the
Closing Date until the expiration of the relevant statute of limitation.
All other representations and warranties of the Selling Shareholders, the
Selling Warrantholders and Arrow contained herein shall survive the Closing
Date and any investigation made at any time with respect thereto until
December 31, 2001.

    10.  Indemnification.

         (a)  The Selling Securityholders, jointly and severally, shall
defend, indemnify and hold harmless Arrow, the Company and each Subsidiary
and their respective successors, assigns and affiliates against and in
respect of:

              (i)  any and all liabilities for Taxes, including, without
limitation, transfer taxes, capital gains taxes, income taxes, registration
taxes, stamp duties and TVA, and other charges arising out of or related to
the transfer of the properties referred to in Section 8 (a) and any or all
losses, damages, liabilities or costs arising out of or related to any claims
asserted by the lessor of the property in Troyes;

             (ii)  any and all losses, damages, liabilities or costs
resulting directly or indirectly from or related to any of the employment
matters referred to in Section 8(b), including, without limiting the
generality of the foregoing, any and all costs (including social costs)
incurred by the Company or any Subsidiary in respect of the compensation of
the 11 employees referred to in Section 8(b)(iii) in respect of any period
subsequent to December 31, 1999;

            (iii)  any and all losses, damages or costs resulting from any
and all:  (A) misrepresentations or breaches of warranty, agreement or
undertaking hereunder on the part of the Selling Securityholders, the Company
and each Subsidiary; and (B) failures by the Selling Securityholders to
perform or otherwise fulfill any undertaking or other agreement or obligation
contemplated hereunder;

             (iv)  any and all losses, damages or costs resulting from
matters relating to hazardous waste, pollution or any other cause of
environmental harm in existence on or before the Closing Date or caused by
the action or inaction of the Seller, the Company or any Subsidiary on or
before the Closing Date;

              (v)  any and all losses, damages, deficiencies or liabilities
resulting from any claims against the Arrow, the Company or any Subsidiary
arising in connection with death, personal injury, other injury to persons,
property damage, loss of business or losses or deprivation of rights (whether
based on statute, negligence, breach of warranty, strict liability or any
other theory) caused by or resulting from, directly or indirectly, any defect
or claimed defect in or with respect to any products distributed or services
performed for customers (including value added work in connection with the
product) by the Company or any Subsidiary on or before the Closing Date;

             (vi)  any and all liabilities for Taxes relating to the Company
or any Subsidiary for any period ending on or prior to the Closing Date, or
which arises in whole or in part in respect of, or in consequence of, any
acts, omissions or transactions occurring or entered into on or before
Closing Date (except to the extent provided for in the Audited Financial
Statements);

            (vii)  any and all liabilities for Taxes, including, without
limitation, transfer taxes, capital gains taxes, income taxes, registration
taxes, stamp duties and TVA, and other charges arising out of or related to
(A) the  transfer of Tekelec Airtronic GmbH's 51% shareholding in Temex
Telecom or (B) the breaking of the tax consolidation in Germany as a result
of such sale; and

           (viii) any and all liabilities for Taxes, including, without
limitation, transfer taxes, capital gains taxes, income taxes, registration
taxes, stamp duties and TVA, and other charges, arising out of or related to
the transfers of Rep Design UK and Rep Design Germany out of the TE Group;

             (ix)  any and all losses, damages or costs resulting from or
related to the litigation with Hectronic GmbH referred to in List 4 (Tekelec
Airtronic GmbH); and

              (x)  any and all liabilities to employees (including Patrick
Petit) arising out of the decision of the court with respect to the case of
Patrick Petit referred to in List 4 (Tekelec Europe), including liabilities
to other employees with a similar qualification to that of Mr. Petit on
account of any claim or alleged right covering the period up to the Closing
Date; and

             (xi)  any and all actions, suits, proceedings, claims,
liabilities, demands, assessments, judgments, costs and expenses, including
reasonable attorneys' fees, related to any of the foregoing or such
indemnification; provided, however, that if any action, suit, proceeding,
claim, liability, demand or assessment shall be asserted against Arrow or its
successors or assigns in respect of which it proposes to demand
indemnification pursuant to (i)-(xi), Arrow shall promptly notify the Selling
Securityholders thereof.  Subject to rights of or duties to any insurer or
other third person having liability therefor, the Selling Securityholders,
acting through the Selling Securityholders Representative, shall have the
right promptly after receipt of such notice to assume the control of the
defense, compromise or settlement of any such action, suit, proceeding,
claim, liability, demand or assessment, including, at the expense of the
Selling Securityholders, employment of counsel satisfactory to Arrow,
provided that the Selling Securityholders shall not compromise or settle any
such action, suit, proceeding, claim, liability, demand or assessment without
the prior written consent of Arrow, which consent shall not be unreasonably
withheld.  Notwithstanding the preceding sentence, in any such matter
described in the preceding sentence, Arrow shall have the right to retain its
own separate counsel, but the fees and expenses of such counsel shall be at
Arrow's expense unless (a) the Selling Securityholders, and Arrow shall have
agreed to the contrary, (b) the Selling Securityholders has failed within a
reasonable time to retain counsel satisfactory to Arrow, or (c) the named
parties in any such proceeding (including any impleaded parties) include both
(i) Arrow, the Company or any Subsidiary (each an "Arrow Party") and (ii) the
Selling Securityholders and representation of the Selling Securityholders and
the Arrow Party by the same counsel could be inappropriate due to actual or
potential differing interests between them. In any matter described above
where Arrow has retained counsel to represent an Arrow Party in addition to
counsel retained by the Selling Securityholders, counsel selected by the
Selling Securityholders shall be required to cooperate fully with counsel
selected by Arrow in such matter.

         (b)  In the event that the claim for indemnification under section
10(a) is capable of being satisfied in the alternative by indemnifying Arrow
or by indemnifying the Company or one of the Subsidiaries, Arrow shall choose
the party to be indemnified.

         (c)  The indemnification obligations of the Selling Shareholders
under Section 10(a)(iii) for breaches of representations and warranties
(other than the representations and warranties contained in Sections 3(m),
3(u), 3(v) and 3(y))(i) shall accrue only if the aggregate of all losses,
damages, deficiencies, liabilities and any other amounts for which
indemnification is sought by Arrow, the Company and the Subsidiaries pursuant
to Section 10(a)(iii) in respect of such representations and warranties shall
have first exceeded FFR one (1) million, in which case such indemnification
obligation shall apply to the entire amount and (ii) shall be limited to FFR
314 million in the aggregate.

         (d)  Notwithstanding anything to the contrary in Section 10(a) each
Selling Warrantholder shall only have liability under (i) Section 10(a)(iii),
and thereunder only for misrepresentations of the matters with respect to
such Selling Warrantholder set forth in Section 4 and the undertakings given
by such Selling Warrantholder in respect of such matters and (ii) Section
10(a)(xi) in relation to the matters referred to in 10(d)(i).

         (e)  Arrow shall defend, indemnify and hold harmless, the Selling
Securityholders (but only insofar as liability for the same arises as a
result of the Selling Securityholder's status as a shareholder or
warrantholder in the Company prior to the Closing Date) against and in
respect of:

              (i)  any and all losses, damages and costs resulting from any
and all:  (A) misrepresentations or breaches of warranty, agreement or
undertaking hereunder on the part of Arrow; and (B) failures by Arrow to
perform or otherwise fulfill any undertaking or other agreement or obligation
hereunder;

             (ii)  any and all losses, damages or costs resulting from
matters relating to hazardous waste, pollution or any other cause of
environmental harm caused by the action of Arrow after the Closing Date;

            (iii)  any and all losses, damages, deficiencies or liabilities
resulting from any claims against the Selling Securityholders arising in
connection with death, personal injury, other injury to persons, property
damage, loss of business or losses or deprivation of rights (whether based on
statute, negligence, breach of warranty, strict liability or any other
theory) caused by or resulting from, directly or indirectly, any defect or
claimed defect in or with respect to any products distributed or services
performed for customers (including value added work in connection with the
product) by the Company or any Subsidiary after the Closing Date;

             (iv)  any and all liabilities for Taxes relating to the Company
or any Subsidiary which arises in whole or in part in respect of, or in
consequence of, any acts, omissions or transactions occurring or entered into
on or after the Closing Date; and

              (v)  any and all actions, suits, proceedings, claims,
liabilities, demands, assessments, judgments, costs and expenses, including
reasonable attorneys' fees, related to any of the foregoing or such
indemnification; provided, however, that if any action, suit, proceeding,
claim, liability, demand or assessment shall be asserted against the Selling
Securityholders in respect of which they propose to demand indemnification
pursuant to (i)-(v), the Selling Securityholders shall promptly notify Arrow
thereof.  Subject to rights of or duties to any insurer or other third person
having liability therefor, Arrow shall have the right promptly after receipt
of such notice to assume the control of the defense, compromise or settlement
of any such action, suit, proceeding, claim, liability, demand or assessment,
including, at the expense of Arrow, employment of counsel reasonably
satisfactory to the Selling Securityholders Representative.  Notwithstanding
the preceding sentence, in any such matter described in the preceding
sentence, the Selling Securityholders shall have the right to retain their
own separate counsel, but the fees and expenses of such counsel shall be at
the expense of the Selling Securityholders unless (a) Arrow and the Selling
Securityholders Representative shall have agreed to the contrary, (b) Arrow
has failed within a reasonable time to retain counsel reasonably satisfactory
to the Selling Securityholders, or (c) the named parties in any such
proceeding (including any impleaded parties) include both an Arrow Party and
the Selling Securityholders and representation of both parties by the same
counsel could be inappropriate due to actual or potential differing interests
between them.  In any matter described above where the Selling
Securityholders have retained counsel to represent them in addition to
counsel retained by Arrow, counsel selected by Arrow shall be required to
cooperate fully with counsel selected by the Seller in such matter.

         (f)  The indemnification obligations of the Arrow under Section
10(e)(i) for breaches of representations and warranties (i) shall accrue only
if the aggregate of all losses, damages, deficiencies, liabilities and any
other amounts for which indemnification is sought by the Selling
Securityholders pursuant to Section 10(e)(i) in respect of such
representations and warranties shall have first exceeded FFR one (1) million,
in which case such indemnification obligation shall apply to the entire
amount and (ii) shall be limited to FFR 314 million in the aggregate.

         (g)  In the event that the matter giving rise to an indemnification
under this Section 10 also gives rise concurrently to a tax deduction on the
part of the indemnified party which operates to reduce the loss that is the
subject for the claim for indemnification the amount to be paid in respect of
such indemnification shall be reduced to the same extent.

     11.  Conditions Precedent Of The Selling Securityholders  The obligation
of the Selling Securityholders to consummate the transactions described in
Section 1 hereof is subject to the fulfillment of each of the following
conditions prior to or at the Closing:
          (a)  Representations and Warranties  The representations and
warranties of Arrow made hereunder shall be true and correct in all material
respects at and as of the Closing Date, with the same force and effect as
though made at and as of the Closing Date.
          (b)  Agreements.  Arrow shall have performed and complied in all
material respects with all of its undertakings and agreements required by
this Agreement to be performed or complied with by Arrow prior to or at the
Closing.
          (c)  No Injunction.  No injunction, restraining order or decree of
any nature of any court or governmental or regulatory authority shall exist
against Arrow, the Selling Securityholders, the Company, any Subsidiary or
any of their respective Affiliates, or any of the principals, officers or
directors of any of them, that restrains, prevents or materially changes the
transactions contemplated hereby.
          (d)  Consents.  All consents, approvals and authorizations of
governmental and regulatory authorities, and all filings with and
notifications of governmental authorities and regulatory agencies which are
required in order for the parties hereto to consummate of the transactions
contemplated hereby, shall have been obtained or effected.
          (e)  Opinions and Certificates.  The Selling Securityholders shall
have been furnished with an opinion dated the Closing Date of Winthrop,
Stimson, Putnam & Roberts, counsel to Arrow, to the effect that (i) Arrow is
a corporation duly incorporated, validly existing and in good standing under
the laws of the State of New York, with the corporate power and authority to
enter into this Agreement and perform its obligations hereunder and (ii) the
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by the Board of
Directors of Arrow and no other proceedings on the part of Arrow are
necessary to authorize this Agreement and the transactions contemplated
hereby.

    12.  Conditions Precedent Of Arrow  The obligation of Arrow to consummate
the transactions described in Section 1 hereof is subject to the fulfillment
of each of the following conditions prior to or at the Closing:

         (a)  Representations and Warranties.  The representations and
warranties of the Selling Securityholders made hereunder shall be true and
correct in all respects at and as of the Closing Date, with the same force
and effect as though made at and as of the Closing Date;
         (b)  Agreements.  The Selling Securityholders shall have performed
and complied in all respects with all of their undertakings and agreements
required by this Agreement to be performed or complied with by them prior to
or at the Closing; without limiting the generality of the foregoing and for
the avoidance of doubt, it is agreed that the resignation of the auditors
referred to in Section 2(b)(i)(F) shall be a condition precedent to the
obligation of Arrow regardless of whether or not the Selling Securityholders
have the legal power to cause such resignation;
         (c)  Employment Matters.  Without limiting the generality of Section
12(b), all of the arrangements specified in Section 8(b) shall have been
effected to Arrow's satisfaction;
         (d)  No Injunction.  No injunction, restraining order or decree of
any nature of any court or governmental or regulatory authority shall exist
against Arrow, the Selling Securityholders, the Company, any Subsidiary or
any of their respective Affiliates, or any of the principals, officers or
directors of any of them, that restrains, prevents or materially changes the
transactions contemplated hereby;
         (e) Consents.  All consents, approvals and authorizations of
governmental and regulatory authorities, and all filings with and
notifications of governmental authorities and regulatory agencies which are
required in order for the parties hereto to consummate of the transactions
contemplated hereby, shall have been obtained or effected; and
         (f)  Opinions and Certificates.  Arrow shall have been furnished
with (i) an opinion dated the Closing Date of Maison Eck, counsel to the
Company, each Selling Securityholder and each Seller Shareholder, to the
effect that
              (A) the Company, each Selling Securityholder that is a
corporation and each Seller Shareholder that is a corporation are duly
incorporated and validly existing under the laws of its jurisdiction of
incorporation with the power to execute and deliver this Agreement and carry
out the transactions contemplated hereby;
              (B) the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been duly
authorized by the Board of Directors of the Company, each Selling
Securityholder that is a corporation and each Seller Shareholder, and no
other proceedings on the part of the Company, any Selling Securityholder or
any Seller Shareholder are necessary to authorize this Agreement and the
transactions contemplated hereby; (C) the authorized capital stock of the
Company consists of 810,000 shares of common stock, FFR 100 par value (or
such other par value as may result from the refund of capital contribution
and subsequent capital reduction referred to in Section 23), all of which
shares are issued and outstanding, and 48,210 warrants to purchase shares of
common stock, all of which warrants are issued and outstanding; (D) the
property transfers referred to in Section 8(a) hereof have been duly
authorized by the Boards of Directors of the Selling Securityholders and the
Company and no other proceedings on the part of the Company or any Selling
Securityholder are necessary to authorize such transfers; and (E) the partial
contribution of assets made on December 31, 1998 complied with all applicable
laws; and (ii) certified copies of the resolutions of the Company, each
Selling Securityholder that is a corporation and each Seller Shareholder that
is a corporation authorizing the execution and delivery of this Agreement and
the performance of the transactions contemplated by this Agreement.

    13.  Expenses.  Arrow and the Selling Securityholders will bear their own
expenses in connection with the Agreements and their performance, provided
however, that the one per cent registration tax assessed on transfers of the
Shares shall be paid fifty percent by Arrow and fifty percent by the relevant
Selling Securityholder.

    14.  Press Releases.  Except as required by law or stock exchange
regulation, any public announcements regarding the transactions contemplated
hereby shall be made only with the mutual consent of Arrow and the Selling
Securityholders Representative.

    15.  Cooperation.  Each of the parties hereto shall use its reasonable
best efforts to take or cause to be taken all actions, to cooperate with the
other parties hereto with respect to all actions, and to do or cause to be
done all things necessary, proper or advisable to consummate and make
effective the transactions contemplated by this Agreement.

    16.  Applicable Law and Jurisdiction.  This Agreement shall be governed
by, and construed in accordance with, the law of France including all matters
of construction, validity and performance and each of the parties to this
Agreement hereby submits to the exclusive jurisdiction of the Paris
Commercial Court.

    17.  Notices.  All notices, requests, permissions, demands, waivers and
other communications hereunder shall be in writing and shall be deemed to
have been duly given if signed by the respective persons giving them (in the
case of Arrow the signature shall be by an officer thereof) and (i) delivered
by hand, (ii) deposited in the mail (registered, return receipt requested),
properly addressed and postage prepaid, or (iii) transmitted by telecopier
with confirmation of receipt:

(a)  if to Arrow, to:

     Arrow Electronics, Inc.
     25 Hub Drive
     Melville, New York 11747

     Telecopier: 516-391-1683

     Attn:  Robert E. Klatell, Esq.

With a copy to:

     Winthrop, Stimson, Putnam & Roberts
     54 Lombard Street
     London EC3V 9DH

     Telecopier: 44-20-7283-1656

     Attn:	Peter S. Brown

(b)  if to the Selling Shareholder, to:

     Tekelec Airtronic SA
     5 Rue Carle vernet
     92310 SSvres
     France

     Telecopier:  33 (0)1 46 23 22 44

     Attn:   Jean-Claude Asscher

(c)  if to the Warrantholders, to:

     Zedtek
     1 Allee des Noisetiers
     92140 Clamart
     France

     Investitech
     7 Rue d'Abbeville
     75010 Paris
     France

     Natec
     5 Bouleard de la Foire
     L 1528 Luxemburg
     Luxemburg

(d)  if to J-CA, to:

     Jean-Claude Asscher
     34 Avenue Raphael
     75016 Paris
     France

(e) if to JDA, to:

    Jules Dove Attia
    6 Avenue Carnot
    75017 Paris
    France

(f) if to FC, to:

    Frank Chuffart
    1 Allee des Noisetiers
    92140 Clamart
    France

Such names and addresses may be changed by such notice.

    18.  Entire Agreement; Amendments, etc.  This Agreement (including
Exhibits A-1, A-2  and B, Schedules 1 through 9 and Lists 1 through 13 all of
which are a part hereof) contain the entire understanding of the parties
hereto with respect to the subject matter contained herein, supersedes and
cancels all prior agreements with respect hereto and may be amended only by a
written instrument executed by the parties or their respective successors or
assigns.  There are no restrictions, promises, representations, warranties,
agreements or undertakings of any party hereto with respect to the
transactions under this Agreement other than those set forth herein or
therein or made hereunder or thereunder.  The section and paragraph headings
contained in this Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this Agreement.  This
Agreement may be executed in one or more counterparts and each counterpart
shall be deemed to be an original.

    19.  Parties in Interest.  Except with the express written consent of the
other parties hereto, this Agreement shall not be assignable or otherwise
transferred in whole or in part provided that Arrow may assign this Agreement
or any of Arrow's rights or obligations hereunder to any subsidiary or
Affiliate of Arrow, but such assignment shall not relieve Arrow of any of its
obligations hereunder to the extent that such assignee does not fully perform
any obligations hereunder.  This Agreement shall inure to the benefit of and
be binding upon the parties and their respective successors and assigns.
Nothing in this Agreement, express or implied, is intended to confer upon any
other person any rights or remedies under or by reason of this Agreement.

    20.  Confidentiality.  Arrow and the Selling Securityholders will, and
will cause the Company and each of the Subsidiaries to, hold and will cause
their respective representatives to hold in confidence, unless compelled to
disclose by judicial or administrative process, or, in the opinion of its
counsel, by other requirements of law, all documents and information
concerning the Selling Securityholders, the Company and each Subsidiary
furnished to Arrow and all documents and information concerning Arrow
furnished to any Selling Securityholder, the Company or any Subsidiary in
connection with the transactions contemplated by this Agreement (except to
the extent that such information can be shown to have been (i) previously
known by Arrow prior to its disclosure by the Selling Securityholders, the
Company or any Subsidiary, (ii) previously known to the Selling
Securityholders, the Company or any Subsidiary prior to its disclosure by
Arrow, (iii) in the public domain through no violation of this Agreement by
Arrow, the Selling Securityholders, the Company or any Subsidiary or (iv)
later lawfully acquired by either the Selling Securityholders, the Company or
any Subsidiary or Arrow from other sources) and will not release or disclose
such information to any other person, except in connection with this
Agreement to its auditors, attorneys, financial advisors or other consultants
and advisors.

    21.  Severability.  The invalidity of any portion hereof shall not affect
the validity, force or effect of the remaining portions hereof.

    22.  Language of Agreement.  This Agreement is entered into in the
English language.  Attached hereto as Annex 1 is an agreed upon French
translation of this Agreement.  In the event of any discrepancy between this
Agreement and such translation, this Agreement shall govern.

    23.  Reduction of Capital.  In connection with the property transfers
referred to in Section 8(a), the par value of the Shares may be reduced prior
to Closing in order to permit the transfers of the property in Sevres to take
the form of a refund of capital contribution and subsequent capital
reduction.  Provided that such reduction does not result in a negative
shareholders equity or operate to impair the ability of the Company to pay
dividends out of earnings, Arrow agrees that such reduction shall not in
itself constitute a breach of the warranties given by the Selling
Securityholders in Section 3(d) and that an amendment to the Articles of
Incorporation of the Company which only gives effect to such reduction will
not in itself constitute a breach of Section 5(e).

    24.  Release of Guaranties. Arrow agrees to endeavor to obtain the
release of the Selling Shareholder and J-CA from any guaranties that they
have given in respect of the obligations of the Company or any Subsidiary as
promptly as practicable following the Closing.  Pending such release, Arrow
agrees to indemnify the Selling Shareholder and J-CA against any liabilities
arising under such guaranties after the Closing.  With respect to the
guarantee given by J-CA to the Natexis Bank with respect to its FFR18 million
loan to the Company, which loan is repayable in full on December 31, 2002,
Arrow agrees that, in the event it is unable to secure the release of such
guaranty and the collateral securing the same within 90 days of the Closing,
Arrow will cause the Company to promptly repay such loan in order to obtain
such release.


     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the date first above written.



ARROW ELECTRONICS, INC.


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


TEKELEC AIRTRONIC SA.


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


ZEDTEK


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


INVESTITECH


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


NATEC SA


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


JEAN-CLAUDE ASSCHER


- -------------------------


JULES DOVE ATTIA


- -------------------------

FRANK CHUFFART


- -------------------------



EXHIBITS

Exhibit A-1 - Shares and Warrants Owned by Selling Securityholders
Exhibit A-2 - SellingSecurityholders Percentages
Exhibit B - December 6, 1999 Letter


SCHEDULES

Schedule 1 - Inventory Valuation Rules
Schedule 2 - Authorization, Consents and Approvals
Schedule 3 - Shareholders Agreements
Schedule 4 - Intercompany Sales
Schedule 5 - Capital Expenditures
Schedule 6 - Section 8(b) (iii) Employees
Schedule 7 -Section 8(b) (iv) Employees
Schedule 8 - Section 8(b) (v) Employees
Schedule 9 - Section 8(b)(vi) Employees
Schedule 10 - Section 8(b)(vii) Employees


LISTS

 1 - Real Estate
 2 - Trademarks, etc.
 3 - Contracts
 4 - Litigation
 5 - Claims
 6 - Banking
 7 - Loans and advances
 8 - Liens
 9 - Subsidiaries
10 - Exceptions to Section 3(h)
11 - Indebtedness for Borrowed Money
12 - Employees
13 - Terminated Distributor Agreements



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>10
<FILENAME>ex21subsidiaries.txt
<DESCRIPTION>SUBSIDIARIES LISTING
<TEXT>

                         ARROW ELECTRONICS, INC.
                           Subsidiary Listing
                         As of December 31, 2000

1.    Arrow Electronics, Inc. a New York corporation
2.    Arrow Electronics International, Inc., a Virgin Islands corporation
3.    Arrow Electronics Canada Ltd., a Canadian corporation
4.    Schweber Electronics Corporation, a New York corporation
5.    10556 Newfoundland Limited, a Newfoundland company
6.    Schuylkill Metals of Plant City, Inc., a Delaware corporation
7.    Arrow Electronics International, Inc., a Delaware corporation
8.    Hi-Tech Ad, Inc., a New York corporation
9.    Gates/Arrow Distributing, Inc., a Delaware corporation
        A)  Midrange Open Computing Alliance,  Inc., a Delaware corporation
10.   Consan Inc., a Minnesota corporation (100% owned)
11.   SN Holding, Inc. a Delaware corporation and subsidiary:
        A)  Support Net, Inc., an Indiana corporation
12.   SBM Holding, Inc., a Delaware corporation (84% owned) and subsidiary:
        A)   Scientific & Business Minicomputers, Inc., a Georgia corporation
13.   Arrow Electronics (Delaware), Inc., a Delaware corporation
14.   Arrow Electronics (U.K.), Inc., a Delaware corporation and Subsidiaries:
        A) Arrow Electronics (Sweden) KB, a Swedish partnership (98% owned)
        B) Arrow Electronics South Africa, LLP (1% owned)
        C) Arrow Electronics Distribution S.a.r.l., a Luxembourg company
           1) Arrow Electronics Holdings Sarl, a British company and
              subsidiaries:
              a) Beheer-En Beleggingsmaatschappij Mazeco B.V., a German company
                 and subsidiaries:
                 1) Arrow Electronics Netherlands Holdings B.V., a Netherlands
                    company and subsidiaries:
                    a) B.V. Arrow Electronics DLC, a Dutch company, and
                       subsidiaries:
                       1) Multichip Information Technology Ltd., a British
                          company
                       2) Arrow Electronics Luxembourg Sarl, a Luxembourg
                          company
                       3) Arrow Electronics UK Holding Ltd., a British company
                          and subsidiaries:
                          a) Arrow Electronics (UK) Ltd., a British company
                          b) Arrow Northern Europe Ltd., a British company and
                             subsidiaries
                             1) Jermyn Holdings, Ltd., a British company
                                (dormant) and subsidiaries:
                                a) Hawke Electronics, Ltd., a British company
                                   (dormant)
                                b) Impulse Electronics, Ltd., a British company
                                   (dormant)
                                c) Invader Electromechanical Distribution, Ltd.,
                                   a British company (dormant)
                                d) Jermyn Development, Ltd., a British company
                                   (dormant)
                                e) Jermyn Distribution, Ltd., a British company
                                   (dormant)
                                f) Jermyn Electronics, Ltd., a British company
                                   (dormant)
                                g) Jermyn Manufacturing, Ltd., a British company
                                   (dormant)
                                h) Mogul Electronics, Ltd., a British company
                                   (dormant)
                             2) Techdis, Ltd., a British company (dormant) and
                                subsidiaries:
                                a) Microprocessor & Memory Distribution, Ltd., a
                                   British company (dormant)
                                b) Rapid Silicon, Ltd., a British company
                                   (dormant)
                                c) Tekdis, Ltd., a British company (dormant)
                                d) Tecdis, Ltd., a British company (dormant)
                             3) RR Electronics, Ltd., a British company
                                (dormant)
                             4) Axiom Electronics, Ltd., a British company
                                (dormant)
                         c) Multichip Ltd., a British company and subsidiary:
                            1)  Microtronica Ltd.
                      4) Electronic Services Distribution Limited, a British
                          company
                      5) Arrow Electronics Espana S.L., a Spanish company and
                         subsidiaries:
                           a) Arrow-Iberia Electronica, SLU a Spanish company
                              and subsidiary:
                              1) Amitron-Arrow Electronica Lda., a Portugal
                                 company
                           b) ATD Microtronica, SLU a Spanish company
                              1) ATD Electronica LDA, a Portugal company
                                 (dormant)
                           c) Arrow Products Distribution Espana S.L., a Spanish
                              company (dormant)
                           d) Arrow Electronics Product Management Espana S.L.,
                              a Spanish company (dormant)
                      6) Holding GmbH Arrow, a German company and subsidiaries:
                           a) Arrow Holding South Europe S.r.l. an Italian
                              company (95% owned) and subsidiaries:
                               1) EDI Electronics Distribution International
                                  France, S.A., a French company and
                                  subsidiaries:
                                   a) Arrow Electronique S.A., a French company
                                      (22.81% owned) and subsidiaries:
                                       1) CCI Electronique S.A., a French
                                          company
                                       2) Arrow Computer Products S.N.C., a
                                          French company and subsidiary:
                                           a) Multichip GmbH, a German company
                               2) Arrow Electronique S.A., a French company
                                  (77.19% owned)
                               3) Silverstar Ltd. S.r.l., an Italian company and
                                  subsidiaries:
                                   1) I.R. Electronic D.O.O., a Slovenian
                                      company (60% owned)
                                   2) Arrow Elektronik Ticaret, A.S., a Turkish
                                      company (60% owned)
                                   3) Arrow Electronics Hellas S.A., A Greek
                                      company
                                   4) Digitronica S.P.A., an Italian company
                                      (34% owned)
                               4) Tekelec Europe S.A., a French company and
                                  subsidiaries:
                                   1) A2M S.A., a French company
                                   2) Tekelec Airtronic SRL, an Italian company
                              b) Arrow Denmark A/S, a Danish company (86.45%
                                 owned) and subsidiary:
                                   1) Microtronica A/S
                              c) Arrow Components Sweden AB, a Swedish company
                                 (85% owned) and subsidiaries:
                                  1) Arrow Nordic Components AB, a Swedish
                                     company
                                  2) Arrow Norway A/S, a Norwegian company
                                  3) Microtronica A/S, a Norwegian company
                                  4) Microtronica AB, a Swedish company

                              d) Arrow Electronics GmbH, a German company and
                                 subsidiaries:
                                  1)  Spoerle Electronic Handelsgesellschaft mbH
                                      & co. KG, a German company and
                                      subsidiaries:
                                  1) Spoerle Electronic Distribution
                                     International GmbH, a German company and
                                     subsidiaries:
                                       1) E.D.I GmbH, a German company
                                       2) Industrade AG, a Swiss company
                                       3) SEDI Bt, a Hungarian company (99%
                                          owned)
                                       4) Spoerl kft, a Hungarian company
                                  1) SEDI Bt, a Hungarian company (1% owned)
                                       5) Tekelec Airtronic B.V., a Netherlands
                                          company
                                       6) Tekpar Sprl, a Belgian company and
                                          subsidiary:
                                  1) D & D Electronics B.V., a Belgian company
                                     (83.7% owned)

                                  2) Proelectron Vertriebsges MbH, a German
                                     company
                                  3) Microtronica Handelsgesellschaft MbH, a
                                     German company
                                  4) Unielectronic GmbH, a German company
                                  5) Sasco GmbH, a German company
                                  6) Integra GmbH, a German company
                                      1) Multicomponents GmbH, a German company
                                  7) Diode Components B.V., a Dutch company DLC
                                     GmbH, a German company Spoerle Spol sro, a
                                     Czech company Spoerle Sp zo o, a Polish
                                     company
                                  8) Arrow Electronics (Sweden) KB, a Swedish
                                     partnership (2% owned)
                                  9) Arrow Holding South Europe S.r.l., an
                                     Italian company (5% owned) ARW Electronics,
                                     Ltd., an Israeli company and subsidiary:
                                      A) Arrow/Rapac, Ltd, an Israeli company
                                         (51% owned)
15. Arrow Electronics South Africa LLP (99% owned), a South African limited
    partnership
16. Arrow Altech Holdings (Pty) Ltd. (50.1% owned), a South African company and
    subsidiaries:
     A)  Arrow Altech Distribution (Pty) Ltd., a South African company
     B)  Erf 211 Hughes (Pty) Limited, a South African company
17. Panamericana Comercial Importadora S.A., a Brazilian company (66.67% owned)
18. Elko C.E., S.A., an Argentinean company (70% owned) and subsidiary
      A)  TEC-Tecnologia Ltda, a Brazilian company (99.99% owned)
19. Eurocomponentes, S.A., an Argentinean company (70% owned)
20. Macom, S.A., an Argentinean company (70% owned)
21. Compania de Semiconductores y Componentes, S.A., an Argentinean company (70%
    owned)
22. Arrow Electronics Asia Pacific, Inc., a Delaware corporation
23. Arrow Electronics, Australia Pty Ltd., an Australian company and
    subsidiaries:
    A)  Veltek Australia Pty Ltd., an Australian company
    B)  Zatek Australia Pty Ltd., an Australian company
24. Components Agent Limited, a British Virgin Islands company (90% owned) and
    subsidiaries:
    A)  Arrow/Components (Agent) Ltd., a Hong Kong company
    B)  Arrow Electronics China Ltd., a Hong Kong company
    C)  Arrow Korea (HK) Ltd., a Hong Kong company and subsidiary:
         1) Arrow Electronics Korea Limited, a South Korean company
    D)  Arrow Electronics (S) Pte Ltd, a Singaporean company and subsidiary:
         1) Arrow Components (M) Sdn Bhd, a Malaysian company
    E)  Salson Holdings Ltd., a British Virgin Islands company and subsidiary:
         1)  Intex-semi Ltd., a Hong Kong company
    F) Arrow Electronics (Indonesia) Pte Ltd., an Indonesian company
    G) Arrow Electronics India Ltd., a Hong Kong company
    H) Microtronica (HK) Ltd., a Hong Kong company
    I) Microtronica (S) Pte. Ltd., a Singaporean company
    J) Microtronica (M) Sdn Bhd., a Malaysian company
    K) Arrow Asia Pac Ltd., a Hong Kong company
    L) Kingsview Ltd., a British Virgin Islands company
    M) Hotung Ltd., a British Virgin Islands company
    N) Arrow Electronics (Shaghai), Ltd., a Chinese company
    O) Arrow Electronics (Shenzhen) Co. Ltd., a Chinese company
25. Texny (Holdings) Limited, a British Virgin Islands company and subsidiary:
     A) Arrow/Texny (H.K.) Limited, a Hong Kong company
26. Arrow Strong Electronics Co., Ltd., a Taiwanese company and subsidiaries:
     A) Strong Pte, Ltd., a Singaporean company and subsidiary:
         1) Strong Devices Sdn. Bhd., a Malaysian company
     B) Lite-On Korea, Ltd., a Korean company (48.58% owned)
     C) TLW Electronics, Ltd., a Hong Kong company and subsidiary:
         1) Waily Technology, Ltd., a Hong Kong company
         2) Lite-On Korea, Ltd., a Korean company (51.42% owned)
         3) Arrow Strong Electronics (S) Pte, Ltd., a Singaporean company (48%
            owned)
     D) Arrow Strong Electronics (S) Pte, Ltd., a Singaporean company (52%
        owned) and subsidiary:
         1) Arrow Strong Electronics (M) Sdn. Bhd., a Malaysian company
27. Arrow/Ally, Inc. a Taiwanese company (75% owned) and subsidiary:
     A) Creative Model Limited, a Hong Kong company
28. Arrow Components (NZ) Limited, a New Zealand company (75% owned)
29. Arrow Electronics (CI) Ltd., a British Cayman Islands company and
    subsidiary:
     A) Marubun-Arrow Asia Ltd., a British Virgin Islands company (50% owned)
        and subsidiaries:
         1) Marubun-Arrow (HK) Limited, a Hong Kong company
         2) Marubun -Arrow (S) Pte Ltd., a Singaporean company
30. Marubun-Arrow USA, LLC, a Delaware limited liability company (50% owned)
31. Chipcenter LLC, a Delaware limited liability company (21.1% owned)
32. VCE Virtual Chip Canada, Inc., a Quebec company (49% owned) and subsidiary:
     A) Virtual Chip Exchange USA, Inc., a Delaware company
33. Technologies Interactives Mediagrif Inc., a Canadian company (10% owned) and
    subsidiary:
     A)  Ce Cyber Exchange Inc., a Canadian company
34. Arrow Finland OY, a Finnish company and subsidiaries:
     A) Microtronica Oy, a Finnish company
     B) Arrow-Field EESTI AS, a Estonian company
35. Arrow Electronics Danish Holdings Aps and subsidiaries:
     A) Arrow Electronics Norwegian Holdings AS, a Norwegian company
36. Jakob Hatteland Electronic AS, a Norwegian company and subsidiaries:
     A) Jakob Hatteland Electronic AB, a Swedish company
     B) Jakob Hatteland Electronic A/S, a Danish company
     C) Jakob Hatteland Electronic OY, a Finnish company
     D) Jakob Hatteland Electronic OU, an Estonian company
     E) Jakob Hatteland Engineering AS, a Norwegian company and subsidiaries:
         1) Jakob Hatteland Engineering AB, a Swedish company
         2) Jakob Hatteland Engineering Aps, a Danish company
         3) Jakob Hatteland Engineering OY, a Finnish company
37. Arrow Denmark A/S, a Danish company (13.55% owned)
38. Arrow Components Sweden AB, a Swedish company (15% owned)
39. Arrow Electronics Mexico, S. de R.L. de C.V., a Mexican company
40. Dicopel, Inc., a U.S. company (60% owned)
41. Dicopel S.A. de C.V., a Mexican company (60% owned)
42. Questlink, a Delaware company, (10.1% owned)
43. The Performance Consortium, LLC, a Delaware company (50% owned)
44. eConnections, a Delaware company (10% owned)
45. Viacore, Inc. a Delaware company (10% owned)
46. Viacore Holdings, LLC. a Delaware company (10% owned)


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>11
<FILENAME>ex2hhatteland.txt
<DESCRIPTION>JAKOB HATTELAND PURCHASE AGREEMENT
<TEXT>


                                AGREEMENT

                                   FOR

                        SALE AND PURCHASE OF SHARES

                                   OF

                       JAKOB HATTELAND ELECTRONIC AS

                                 between

                        Jakob Hatteland Holding AS

                                as Seller,

                            Jakob Hatteland

                                   and

                         Arrow Electronics, Inc.

                              as Purchaser




                           TABLE OF CONTENTS
                                                                 Page

1.  DEFINITIONS AND INTERPRETATIONS                                2
2.  SALE AND PURCHASE OF SHARES                                    4
3.  PAYMENT                                                        5
4.  CLOSING                                                        6
5.  CONDITIONS                                                     6
6.  THE COMPANY'S OPERATIONS                                       8
7.  WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS                  10
8.  DIVIDENDS FOR 1999                                            12
9.  COVENANT AGAINST COMPETITION                                  12
10. SUPPORT FOR SELLER'S OBLIGATIONS                              13
11. TERMINATION                                                   13
12. ASSIGNMENT, ETC.                                              14
13. CONFIDENTIALITY                                               14
14. MISCELLANEOUS PROVISIONS                                      14
15. EXPENSES                                                      14
16. COOPERATION                                                   15
17. NOTICES                                                       15
18. GOVERNING LAW - DISPUTES                                      15

Appendix 1:   Company certificates and Articles of Association
Appendix 2:   Warranties
Appendix 2A:  Seller's Warranties
Appendix 2B:  Purchaser's Warranties

Exhibit A  Subsidiaries of the Company
Exhibit B  Shares in the Company and the Subsidiaries
Exhibit C  List of subsidiaries of the Seller as of the Closing Date
Exhibit D  Lease Agreement
Exhibit E  EDP Delivery and Services Agreement
Exhibit F  Warehouse Agreement


                                   AGREEMENT
                                      FOR
                          SALE AND PURCHASE OF SHARES

     This Agreement is made and entered into on this 10th day of April 2000
between Jakob Hatteland Holding AS, having its registered office at Smosen,
5578 Nedre Vats, Norway, organization number 974 498 359 (as Seller)

     Jakob Hatteland

         and

     Arrow Electronics, Inc., having its principal executive office at  25
Hub Drive, Melville, New York 11747, U.S.A.
(as Purchaser)

WHEREAS

     1)  The mentioned Seller owns all, i.e., 100%, of the issued and
outstanding shares of inter alia Jakob Hatteland Electronic AS, a company
duly organized and existing under the laws of Norway; and

     2)  The mentioned Seller is desirous to sell its shares in Jakob
Hatteland Electronic AS and the mentioned Purchaser is desirous to purchase
the shares at a price and on the terms and conditions hereinafter contained;

NOW, IT IS HEREBY AGREED AS FOLLOWS:

   DEFINITIONS AND INTERPRETATIONS

   1.1  In this agreement the following words and expressions shall mean:

        (a)  "Agreement" shall mean the present contract document and the
following Appendices and Exhibits:

              Appendix 1:  Company certificates and Articles of Association

              Appendix 2:  Warranties

              Exhibit A:  Subsidiaries of the Company

              Exhibit B:  Shares in the Company and the Subsidiaries

              Exhibit C:  List of subsidiaries of the Seller as of the
                          Closing Date

              Exhibit D:  Lease Agreement

              Exhibit E:  EDP Delivery and Services Agreement

              Exhibit F:  Warehouse Agreement

       (b)  "Closing" shall mean the closing contemplated by article 4 of
this Agreement.

       (c)  "Closing Date" shall mean the date on which the Closing occurs in
accordance with article 4.1, being the date when the Consideration is
transferred to the Seller and the Shares are transferred from Seller to
Purchaser.

       (d)  "Company" shall mean Jakob Hatteland Electronic AS, a company
organized and existing under the laws of Norway, having its registered office
at Smosen, 5578 Nedre Vats, Norway with organization number 929 837 754

       (e)  "Consideration" shall mean the total purchase consideration for
the Shares as set out in article 3.

       (f)  "Effective Date" shall mean the date of signature of this
Agreement by the parties.

       (g)  "Group" shall mean the Company and the Subsidiaries.

       (h)  "Jakob Hatteland Group" shall mean Jakob Hatteland Holding AS, a
company organized and existing under the laws of Norway, and its subsidiaries
listed on Exhibit C.

       (i)  "Nordic Territory" shall mean Norway, Sweden, Finland, Denmark,
Lithuania, Latvia and Estonia.

       (j)  "Purchaser" shall mean Arrow Electronics, Inc., a company
organized and existing under the laws of the State of New York, United States
of America.

       (k)  "Shares" shall mean all shares in the Company, as more fully
described on Exhibit B.

       (l)  "Subsidiaries" shall mean either individually or collectively the
following entities:

            (i)  Jakob Hatteland Electronics AB, a company organized and
existing under the laws of Sweden, having its registered office at Box 309,
163 03 Spanga, 01 Stockholms Ln, Sweden, Reg. No. 556352 8222.

           (ii)  Jakob Hatteland Electronic AS, a company organized and
existing under the laws of Denmark, having its registered office at
Tindebjergvej 18, 8600 Silkeborg, Denmark, Reg. No. 51685.

          (iii)  Jakob Hatteland Electronic Oy, a company organized and
existing under the laws of Finland, having its registered office at
Pakilantie 71, FIN-00660 Helsinki, Finland, Reg. No. 563 982.

           (iv)  Jakob Hatteland Electronic Os, a company organized and
existing under the laws of Estonia, having its registered office at
Akadeemia, toc 21F, 12618 Thallin, Estonia, Reg. No. EE102 18208.

            (v)  Jakob Hatteland Engineering AS, a company organized and
existing under the laws of Norway, having its registered office at Smosen,
5578 Nedre Vats, Norway, Reg. No. 980079031, this company again being the
only owner of:

           (vi)  Jakob Hatteland Engineering AB, a company organized and
existing under laws of Sweden, having its registered office at Box 309, 163
03 Spanga, 01 Stockholms Ln, Sweden, Reg. No. 556077-5370.

          (vii)  Jakob Hatteland Engineering ApS, a company organized and
existing under the laws of Denmark, having its registered office at
Tindegjergvej 18, 8600 Silkeborg, Denmark, Reg. No. 250 637.

         (viii)  Jakob Hatteland Engineering Oy, a company organized and
existing under the laws of Finland, having its registered office at
Pakilantie 71, FIN-00660 Helsinki, Finland, Reg. No. 757 693.

       (m)  "Warranties" shall mean the warranties, representations and
undertakings set out in article 7 and Appendix 2.

       (n)  "working day" shall mean a day (other than a Saturday or Sunday)
on which banks are open for business in Oslo and New York.

    1.2  The headings used in this Agreement are for convenience purposes
only and shall not be used to limit or extend the scope or application of any
such provisions.

SALE AND PURCHASE OF SHARES

      The Seller agrees to sell, transfer, assign, convey and deliver as
legal and beneficial owner to the Purchaser (or to a subsidiary of the
Purchaser designated by the Purchaser), and the Purchaser (directly or
through such subsidiary), relying on inter alia the Warranties, agrees to
purchase and receive from the Seller, all of the Shares, free from all liens,
claims, encumbrances and charges and together with all rights attaching to
the Shares, in exchange for the Consideration to be paid as set out in
article 3 hereunder.

     2.2  The Purchaser has carried out a review (due diligence) of the
Company and, except to the extent of the matters covered by the Warranties or
as otherwise specified in this Agreement, takes over the Shares on an "as is"
basis.

          In the course of the Purchaser's review of the Company, the
Purchaser has inter alia had access to the following information:

          (a)  Investor Presentation of Company issued by
PricewaterhouseCoopers Corporate Finance DA in March 1999.

          (b)  Financial Due Diligence Review of Company issued by
PricewaterhouseCoopers DA in Spring 1999.

          (c)  Limited Legal Due Diligence Review of Company issued by
Advokatfirmaet
PricewaterhouseCoopers in March 1999.

          (d)  Memo from Mr. Karl Johan Lier to Mr. Jakob Hatteland dated 19
January 2000 summarizing actions taken as a consequence of comments in
abovementioned due diligence reviews.

          (e)  The audited consolidated balance sheet of the Group as of 31
December 1999 and the audited consolidated income statement and statement of
cash flows for the Group for the fiscal year ending on such date.

          (f)  Statement of the fact that any and all rights to warehouse
systems have been transferred from the Company to Autostore AS.

          (g)  Budget for the Company and its Subsidiaries for year 2000
dated 21 December 1999.

          (h)  Goods which are not basis for sale (dead goods) have been
transferred from the Company to Jakob Hatteland Supply at an amount of
NOK1,940,000, i.e. goods older than two years by 31 October 2000 and with a
turnaround of zero.

          (i)  All possible payments from Autostore AS to the Compnay as
compensation for the rights to warehouse systems have been fulfilled by
Autostore AS.

          (j)  Statement of the fact that all the shares in Jakob Hatteland
Logistics AS have as of the date hereof been sold from the Company to the
Seller for a purchase price equivalent to the actual value being equivalent
to the face value (nominal amount of the shares) NOK 150,000.  The shares in
Jakob Hatteland Logistics AS are being sold as of 1 January 2000.

     2.3  The Shares shall be transferred to the Purchaser on Closing Date as
set out in article 4.

3.  PAYMENT

    3.1  As full Consideration for the sale, transfer, assignment, conveyance
and delivery of all the Shares, the Purchaser shall pay a Consideration of:

         NOK 420 million plus 775,000 shares (the "Consideration Shares") of
common stock of the Purchaser.

         The Consideration is to be transferred to the Seller on Closing as
described in article 4 hereunder.

    3.2  The Purchaser will use its best efforts to file with the United
States Securities and Exchange Commission, as promptly as practicable after
the Closing, a registration statement covering the Consideration Shares and
will use its best efforts to cause such registration statement to become
effective.

    3.3  The Purchaser agrees that, if the share price of the common stock of
the Purchaser does not exceed $40 per share during any period of ten
consecutive days within the two year period following the date when the
Consideration Shares may be sold pursuant to the registration statement
referred to in article 3.2, the Purchaser will pay the Seller the difference
between the average share price of the common stock of the Purchaser during
the ten days preceding the second anniversary of the date when the
Consideration Shares may be sold and $40, multiplied by the number of
Consideration Shares held by the Seller on the second anniversary of the
Closing Date.

 4.  CLOSING

     4.1  Closing shall take place 6 - six - working days after any and all
approvals and/or authorisations and/or clearances required pursuant to
article 5.1 have been obtained.Closing shall take place at Company's premises
at Nedre Vats, Norway.

     4.2  On Closing, the Seller shall cause all of the Shares to be
transferred to the Purchaser by registration in the Company's shareholders
book.

     4.3  On Closing, the Purchaser shall cause the cash portion of the
Consideration to be transferred to a bank account designated by the Seller in
writing to the Purchaser at least three working days prior to Closing and
shall deliver to the Seller at the Closing a certificate or certificates
representing the Consideration Shares registered in the name(s) designated by
the Seller in writing to the Purchaser at least five working days prior to
Closing.

    4.4  Upon Closing, the Purchaser will become the only owner of the
Shares.

5.  CONDITIONS

    5.1  As soon as possible after the Effective Date of this Agreement, and
in any event by 1 May 2000, the Purchaser shall submit a report on the sale
and purchase of Shares to the Norwegian Ministry of Industry pursuant to the
Norwegian Acquisition Act of December 23, 1994 no. 79.

         Upon the Purchaser's request, the Seller and the Company shall
assist the Purchaser in obtaining the necessary information needed for the
report and also if requested, assist in filing the report.  The Purchaser
shall keep the Seller and the Company informed on the progress of the report
to the Ministry of Industry.

         Closing shall take place unless the Ministry of Industry does not
approve the transaction or imposes conditions which in the Purchaser's
reasonable opinion will have a material negative impact on the acquisition
and/or the Purchaser's ability to develop the business of the Group.

    5.2  In case the sale/purchase arrangement as described in this Agreement
requires any other approval from competition or other authorities in any
country in the Nordic Territory or by the Commission of the European Union,
or alternatively by the EFTA Surveillance Authority, the Purchaser shall
provide that the necessary report or application is submitted to the
appropriate authority in due time.

         Upon the Purchaser's request, the Seller and the Company shall
assist the Purchaser in obtaining the necessary information needed for the
report or application and also if requested, assist in filing the report or
application.  The Purchaser shall keep the Seller and the Company informed on
the progress of the report or application towards the appropriate authority.

         The Purchaser shall carry the risk for any conditions which may be
imposed by the relevant competition authorities in respect of the
transaction.

     5.3  Upon Closing, Mr. Jakob Hatteland shall leave any position in the
Company and its Subsidiaries.

     5.4  Upon Closing, Mr. Karl Johan Lier shall leave any position in the
Company and its Subsidiaries.

          Mr. Karl Johan Lier shall, however, be at the disposal as
consultant towards the Company upon the request of the Company and to the
extent requested by Company as from Closing to 31 December 2000.  The Company
will be invoiced monthly for such consultancy service for an amount
corresponding to a relative share of all related costs, hereunder agreed
salary and social expenses.  The invoice shall be paid within two weeks of
its issuance.

     5.5  Purchaser is informed that Mr. Sven Age Hjortland and Mr. Olav
Nygaard, being employees of the Company, soon will leave employment by the
Company and commence employment by the Seller or by a subsidiary of Seller.

     5.6  Jakob Hatteland Logistics AS shall provide services to the Group
pursuant to the Warehouse Agreement attached hereto as Exhibit F, effective
as from the Closing Date.

     5.7  The Company shall enter into a 10 year lease (with a 5 year renewal
option) of certain properties pursuant to the lease agreement attached hereto
as Exhibit D, effective as from the Closing Date.

     5.8  The Company and its Subsidiaries shall continue purchasing data
services through "RAMBASE" from Jakob Hatteland Computer AS according to an
EDP Delivery and Service Agreement between the latter and the Company (and
which includes data services for the Subsidiaries) in the form attached to
this Agreement as Exhibit E, effective as from the Closing Date.

     5.9  The Purchaser shall provide that itself and its subsidiaries or
affiliated companies in the Nordic Territory shall enter into a new EDP
Delivery and Service Agreement with Jakob Hatteland Computer AS in the form
attached to this Agreement as Exhibit E.  Purchaser guarantees that the
agreements referred to in article 5.8 hereabove and in this article 5.9 shall
apply for a period of at least three years after implementation of Rambase in
all Nordic Arrow companies.

    5.10  Purchaser shall be entitled to use the name "Jakob Hatteland
Electronic" until the Rambase conversion is completed and thereafter, in
conjunction with the Arrow name, for a period not to exceed two years.
Following such two year period, Purchaser shall not use such name or any
variation thereof.

    5.11  The Seller shall be responsible for sales invoices which are issued
prior to Closing and which have not been paid within six (6) months after
Closing whereby the invoices in question are to be transferred to the Seller
against payment to the Purchaser of the full invoiced amounts.

          In case sales invoices already have been written off wholly or
partially prior to the Closing Date only the net amount is to be paid by the
Seller.

          Invoices which have been written off already prior to the Closing
Date, but where payment higher than the net amount has been made shall be
basis for a reduction in the amount payable by the Seller according to the
paragraphs hereabove in article 5.11 for the amount which has been paid
beyond the reduced value of the invoice.  Recoveries by the Company under
insurance policies for not paid invoices shall also be a basis for reduction
of the amount to be paid by the Seller.

    5.12  Insurance which has been taken out for invoices shall continue for
at least one year from the Closing Date.

    5.13  The Company shall carry out collection of invoices after Closing in
the same way and to the same extent as prior to Closing.

    5.14  Prior to the Closing, the Company has financed its operations in a
joint finance arrangement with the Seller and other subsidiaries of the
Seller.  Due to the transaction provided for in this Agreement the financing
of the Company will have to be arranged for separately from the finance
arrangement on the Closing Date.  The Purchaser shall cause arrangements to
be made so that, with effect from the Closing Date, the financing of the
operations of the Company shall be independent of the Seller and its other
subsidiaries.

    5.15  If the Company or any Subsidiary has guaranteed, or provided
security or collateral in respect of, any indebtedness of the Seller or any
affiliate of the Seller other than a member of the Group, the Seller shall
procure the release of such guarantee or security.

    5.16  It shall be a condition to Closing in the case of the Purchaser
that the Seller's Warranties are true and accurate at the Closing Date, with
the same force and effect as if made at and as of the Closing Date .  It
shall be a condition to Closing in the case of the Seller that the
Purchaser's Warranties are true and accurate at the Closing Date, with the
same force and effect as if made at and as of the Closing Date.

6.  THE COMPANY'S OPERATIONS

    6.1  From the Effective Date until Closing, the Seller shall cause the
Company and the Subsidiaries to continue their ordinary course of business,
and the Company and the Subsidiaries shall not make any unusual or material
investments or capital expenditures (in the context of each such company's
business) or enter into transactions other than normal day-to-day business
without the prior written consent of the Purchaser.

         Without limiting the generality of the foregoing, the Seller shall
procure that:

        (a) the Company and each Subsidiary use their respective best efforts
to preserve their respective assets, businesses and relationships with
customers, suppliers and others having business relationships with each of
them;

        (b) neither the Company nor any Subsidiary shall, sell, lease,
mortgage, pledge or otherwise acquire or dispose of any of the properties,
assets or rights (including leaseholds) or cancel, compromise or otherwise
terminate or agree to cancel, compromise or otherwise terminate, any debts or
claims, of the Company or such Subsidiary except in the ordinary course of
business;

        (c) except for increases or changes in the ordinary course of
business consistent with past practice and within the limits provided for in
the Budget referred to in article 2.2(g), neither the Company nor any
Subsidiary shall, increase or otherwise change the rate or nature of the
compensation (including, without limitation, wages, salaries, bonuses and
other benefits) paid, payable or available to any of the employees of the
Company or any Subsidiary;

        (d) neither the Company nor any Subsidiary shall: (i) change or amend
its Articles of Incorporation or bylaws or (ii) issue or sell any shares of
its capital stock of any class, or issue or sell any securities convertible
into, or options with respect to, any shares of its capital stock of any
class or enter into any agreement obligating it to do any of the foregoing;

        (e) neither the Company nor any Subsidiary shall, cancel or permit
any insurance policies covering its business to lapse or terminate, unless
renewed or replaced by like coverage;

        (f) except as provided in article 8 neither the Company nor any
Subsidiary shall pay any dividends or make any distributions with respect to
their respective capital stock, other than dividends or distributions paid by
any wholly-owned Subsidiary to the Company, or otherwise distribute any
profits, retained earnings or capital or reserves;

        (g)  neither the Company nor any Subsidiary shall borrow or agree to
borrow any funds, guarantee or agree to guarantee the indebtedness of any
third parties or incur or become subject to any absolute or contingent
obligation or liability, except obligations or liabilities incurred in the
ordinary course of business;

        (h)  neither the Company nor any Subsidiary shall enter into any
agreement or arrangement granting any rights to purchase any of its assets,
properties or rights, or requiring the consent of any party to the transfer
or assignment of any of such assets, properties or rights;

        (i)  neither the Company nor any Subsidiary shall release any
provisions or reserves reflected in the Accounts;

        (j)  neither the Company nor any Subsidiary shall pay its creditors
otherwise than in the ordinary course or change its policy in relation to the
payment of creditors;

        (k)  neither the Company nor any Subsidiary shall enter into or
terminate any supply agreement or franchise agreement with any supplier
relating to products sold by the Company or such Subsidiary;

        (l)  other than rental contract in Copenhagen previously disclosed to
Purchaser, neither the Company nor any Subsidiary shall enter into any
contract or commitment which is outside the ordinary course of its business;
and

        (m)  Purchaser and its advisors are given as soon as reasonably
practicable on request, access to such facilities and information regarding
the assets, liabilities, contracts and affairs of the Company and each
Subsidiary as Purchaser may reasonably require.

7.  WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS

     7.1  Subject to the terms of this Agreement, and in addition to the
rights of the parties under Norwegian law, the Seller and the Purchaser
respectively hereby give the representations and warranties set out in
Appendix 2A and B and this article 7.

     7.2  The Seller and the Purchaser represent that their respective
Warranties are true and accurate at the Effective Date and will be true and
accurate at the Closing Date on the basis that such Warranties are repeated
as of the Closing Date.

     7.3  When a Warranty is subject to the best of the Seller's knowledge
and belief, such knowledge and belief shall comprise all actual information
being known by the Seller, as well as any information they, when acting with
due care and diligence, should have known or acquired.

     7.4  Information relating to the Company or the Subsidiaries of which
the Purchaser has actual knowledge prior to Closing shall prejudice any claim
by the Purchaser under the Warranties.  The parties acknowledge that they
have entered into this Agreement in reliance upon inter alia the Warranties.

     7.5  The Seller undertakes to give to the Purchaser and its
representatives both before and after Closing all such information and
documentation relating to the Company and its Subsidiaries as the Purchaser
shall reasonably require to enable it to satisfy itself as to the accuracy
and observance of the Warranties.

     7.6  The Seller shall procure that any company affiliated with the
Seller or with Jakob Hatteland that currently purchases product from, or
sells product to, the Group shall continue to trade with Group following the
Closing and to regard the Group as preferred suppliers on the same basis as
at present provided that the terms and prices offered by the Group continue
to be competitive. The foregoing shall not apply to Jakob Hatteland Supply AS
and the affiliated company Hattelco Holding AS.

     7.2  (a) The Seller shall defend, indemnify and hold the Purchaser, the
Company and each of the Subsidiaries, their respective successors and assigns
and each of their respective directors, officers, employees, agents and
representatives harmless against and in respect of all claims, losses,
damages and liabilities suffered directly or indirectly as a result of or in
connection with:

             (i)  any and all liabilities for Taxes (as defined in paragraph
22 of Appendix 2A), including, without limitation, transfer taxes, capital
gains taxes, income taxes, registration taxes, stamp duties and value added
taxes, arising in connection with or as a result of the transfer of Jakob
Hatteland Logistics AS referred to in article 2.6 and the transfer of the
apartment in Copenhagen referred to in paragraph 25 of Appendix 2A;

            (ii)  any and all losses, damages, liabilities or costs resulting
directly or indirectly from or related to any of the employment matters
referred to in article 5;

           (iii)  any and all losses, damages or costs resulting from any and
all:  (A) misrepresentations or breaches of warranty, agreement or
undertaking hereunder on the part of the Seller; and (B) failures by the
Seller to perform or otherwise fulfill any undertaking or other agreement or
obligation contemplated hereunder (except as otherwise agreed);

            (iv)  any and all losses, damages or costs resulting from matters
relating to hazardous waste, pollution or any other cause of environmental
harm in existence or resulting from acts, omissions or circumstances on or
before the Closing Date or caused by the action or inaction of the Seller,
the Company or any Subsidiary on or before the Closing Date;

             (v)  any and all liabilities for Taxes relating to the Company
or any Subsidiary for any period ending on or prior to 31 December 1999, or
which arises in whole or in part in respect of, or in consequence of, any
acts, omissions or transactions occurring or entered into on or before 31
December 1999 (except to the extent provided for in the audited consolidated
balance sheet of the Group as of 31 December 1999); and

            (vi)  any and all actions, suits, proceedings, claims,
liabilities, demands, assessments, judgments, costs and expenses, including
reasonable attorneys' fees, related to any of the foregoing or such
indemnification;

          (b)  In the event that the claim for indemnification under article
7.7(a) is capable of being satisfied in the alternative by indemnifying the
Purchaser or by indemnifying the Company or one of the Subsidiaries, the
Purchaser shall choose the party to be indemnified.

          (c)  The indemnification obligations of the Seller under article
7.7(a)(iii) for breaches of representations and warranties (other than the
representations and warranties contained in paragraphs 11 and 22 of Appendix
2A) (i) shall accrue only if the aggregate of all losses, damages,
deficiencies, liabilities and any other amounts for which indemnification is
sought by the Purchaser, the Company and the Subsidiaries pursuant to article
7.7(a)(iii) in respect of such representations and warranties shall have
first exceeded NOK one (1) million, in which case such indemnification
obligation shall apply to the entire amount and (ii) shall be limited to an
amount (the "Indemnification Limit") equal to NOK 420 million in the
aggregate on the Closing Date and as thereafter decreased in accordance with
the next sentence. The Indemnification Limit shall be decreased each month
following the Closing Date by NOK 28 million until the Indemnification Limit
is NOK 100 million. The Indemnification Limit shall remain NOK 100 million
until the end of Warranty Period.

     7.8  The covenants and undertakings contained in this agreement shall
survive the Closing Date without limitation.  The representations and
warranties shall survive the Closing Date and any investigation made at any
time with respect thereto until the expiration of the Warranty Period which
shall be the period from the Effective Date and until the expiration of
fifteen (15) months from the Closing Date; provided however, that with
respect to the warranties contained in paragraphs 11 and 22 of Appendix 2A,
the Warranty Period shall extend until the expiration of the relevant statute
of limitations.

          If a claim, loss, damage, liability or expense has occurred before
the conclusion of the Warranty Period but the amount thereof cannot be
quantified, the Purchaser may claim compensation, provided that the claim is
made no later than 3 months after the expiry of the Warranty Period and a
quantified claim is made as soon as information is available of the amount.

     7.9  If a claim brought against the Seller is recovered in whole or in
part by the Purchaser or the Company from a third party prior to the
assertion of the claim, such recovery shall be credited against the amount
otherwise payable by the Seller.  Any such amount recovered subsequent to
payment by the Seller shall be refunded to the Seller.

    7.10  If the Purchaser or the Company receives any claim, which is likely
if the claim is merited to give rise to a claim by the Purchaser against the
Seller, the Seller shall be duly notified by the Purchaser and be given a
reasonable opportunity at their own expense to take part in the handling of
the matter and the defense of the claim; however, the Purchaser shall retain
the main responsibility for the handling of any such matter.

8.  DIVIDENDS FOR 1999

    8.1  The dividend from the Company to its shareholder arising from the
financial year ending 31 December 1999 is to be decided in general meeting
during Spring 2000 and shall be for the benefit of the Seller.  The Purchaser
and the Seller agree that this dividend is to be NOK 10 million and is to be
paid within six working days after the Shareholder's meeting, which is to be
held within the month of April 2000.

9. COVENANT AGAINST COMPETITION

     9.1 For the purposes of this article 9.1, "Relevant Period" shall mean a
period commencing on the date hereof and ending on the date which is three
years after the Closing Date and the "Covenanting Parties" shall mean the
Seller and Jakob Hatteland. As a further inducement to Purchaser to enter
into the transactions contemplated hereunder each of the Covenanting Parties
hereby agrees that neither any of the Covenanting Parties, nor any person
controlled, directly or indirectly, by any of the Covenanting Parties, shall
for the Relevant Period, in any way, directly or indirectly, (i) own, manage,
operate, control or actively participate in as a director, officer or
shareholder or in any other capacity, any enterprise which engages in, or
otherwise carries on, any business activity in or into any country in which
the Company or any Subsidiary carries on business as of the date of this
Agreement in competition with the Company or any Subsidiary or (ii) except as
provided in articles 5.3, 5.4 and 5.5, solicit for employment, employ or hire
any director, officer or other employee of the Company or any Subsidiary. If
any of the prohibitions or restrictions contained in this article is judged
to go beyond what is reasonable in the circumstances but would be judged
reasonable and necessary if any activity were deleted or a period or area
were reduced, then the prohibitions or restrictions apply with that activity
deleted or period or area reduced by the minimum amount necessary. The Seller
represents that the business as currently conducted of the Jakob Hatteland
Group does not compete with the business of the Group. For the avoidance of
doubt, it is agreed that notwithstanding this article 9.1, the Jakob
Hatteland Group can continue its business as currently conducted without
limitations to other areas.

10.  SUPPORT FOR SELLER'S OBLIGATIONS

     10.1  Jakob Hatteland hereby undertakes to procure that at all times
during the period from the Closing Date until the date which is fifteen
months after the Closing Date the Seller shall maintain a minimum net worth
equal to the amount of the Indemnification Limit at any such time.

11.  TERMINATION

     11.1  This Agreement may be terminated at any time prior to Closing:

           (a) by the mutual written consent of Purchaser and Seller;

           (b) by either Purchaser or Seller if the transactions contemplated
hereby are not consummated on or before December 31, 2000 (or such later date
as may be agreed in writing by the parties hereto);

           (c) by Purchaser if the Seller shall breach in any material
respect any of its representations, warranties or obligations hereunder and
such breach shall not have been cured or waived;

           (d) by Seller if Purchaser shall breach in any material respect
any of its representations, warranties or obligations hereunder and such
breach shall not have been cured or waived.

12.  ASSIGNMENT, ETC.
     12.1  The rights and obligations of the Seller and the Purchaser under
this Agreement shall only be assignable upon separate agreement between the
parties, provided that the Purchaser may assign its rights and obligations
under this Agreement to any of its affiliates, provided that the Purchaser
shall remain liable with respect to any such obligations.

13.  CONFIDENTIALITY

     13.1  The parties hereto agree to hold in strict confidence the content
in this Agreement, except otherwise as mutually agreed and except to the
extent that law or stock exchange regulations binding on the Seller or the
Purchaser require otherwise; however, it being understood that detailed
information is to be given to the employees in the Company and the
Subsidiaries, and to the extent required by law, to the Purchaser's
employees, and that press releases will be issued by the Seller and the
Purchaser immediately after the Effective Date.  The Seller and the Purchaser
each agrees to provide the other with a copy of their respective press
releases in draft form in advance of the release of the same.

14.  MISCELLANEOUS PROVISIONS

     14.1  All prior negotiations and agreements between the parties hereto
with respect to the transactions provided for herein are superseded by this
Agreement, and there are no representations, warranties, understandings or
agreements with respect to such transactions other than those expressly set
forth herein.

     14.2  No change, termination or attempted modification of any of the
provisions of this Agreement shall be binding on the Seller or the Purchaser
unless in writing and signed by the party to be bound.  No modification,
termination, rescission, discharge or cancellation of this Agreement shall
affect the right of the Purchaser to enforce any claim, whether or not
liquidated, that accrued prior to the date of such modification, termination,
rescission, discharge or cancellation of this Agreement.

     14.3  If for any reason any term, warranty, representation, covenant or
condition herein shall be declared or deemed void, invalid or unenforceable,
the remaining part of the provisions of this Agreement shall apply.

     14.4  Nothing in this Agreement is intended or shall be construed to
give any person other than the parties hereto or any person particularly
referred to herein any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision contained herein.

15.  EXPENSES

     15.1  Purchaser and Seller will bear their own expenses in connection
with the Agreement.

16.  COOPERATION

     16. 1  Each of the parties hereto shall use its reasonable best efforts
to take or cause to be taken all actions, to cooperate with the other parties
hereto with respect to all actions, and to do or cause to be done all things
necessary, proper or advisable to consummate and make effective the
transactions contemplated by this Agreement.

17.  NOTICES

     17.1  All notices, requests, demands and other communications shall be
in writing (including e-mail or telefax) and shall be addressed as follows:

The Seller:
Mr. Jakob Hatteland
Smosen
5578 Nedre Vats
Norway
Telefax: 47-52-76-5100

The Purchaser:
Arrow Electronics, Inc.
25 Hub Drive
Melville, NY 11747
U.S.A.
Telefax: 1-516-391-1683
Attention: Robert E. Klatell

With a copy to:

Winthrop, Stimson, Putnam & Roberts
54 Lombard Street
London EC3V 9DH
Telefax: 44 02 7283 1656
Attention:  Peter S. Brown
or to such other address or to such other person as any party hereto shall
have last designated by
written notice to the other party.

18.  GOVERNING LAW - DISPUTES

     18.1  This Agreement is to be governed by Norwegian law.

     18.2  Any dispute regarding the interpretation or implementation of this
Agreement, which cannot be settled amicably between the parties, shall be
resolved by arbitration in Oslo pursuant to Chapter 32 of the 1915 Civil
Procedures Act.  Within 30 days of the date of a party's written demand that
the matter be referred to arbitration (the "Request"), each of the parties
shall appoint one arbitrator.  The two arbitrators so appointed shall within
60 days of the Request jointly appoint a third arbitrator, who shall be the
chairman of the arbitration tribunal.  If a party or the two appointed
arbitrators fail to appoint an arbitrator within the specified time limits
pursuant to the foregoing, such appointment(s) shall be made by the Chief
Justice of the Oslo City Court.

The arbitration proceedings shall be conducted in the English language.  All
briefs and documents shall be prepared in English or with English language
copies prepared by authorised translators.  The arbitration award shall be
final and binding on the parties.

     18.3  The parties shall keep confidential and shall not disclose to any
person, except as may be required by law or applicable stock exchange
regulations, the existence of any controversy hereunder, the referral of any
such controversy to arbitration, or the status or resolution thereof.

This Agreement is executed in three (3) counterparts each of which shall be
deemed an original and all of which together shall constitute one and the
same instrument.

     IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
executed by themselves or their respective duly authorized representatives on
the day and year.

Jakob Hatteland Holding AS, as Seller:


- -------------------------------------

Arrow Electronics, Inc., as Purchaser:


- -------------------------------------

Jakob Hatteland, with respect to article 5.10, article 9 and article 1

The undersigned Jakob Hatteland (with respect to article 5.10, article 9 and
article 10), Jakob Hatteland Electronic AS, Jakob Hatteland Computer AS and
Jakob Hatteland Logistics AS hereby declare that we have thoroughly read
through this Agreement and are familiar with all provisions set forth herein,
including its appendices and exhibits, and acknowledges that we will act in
accordance with the provisions in the Agreement when appropriate.  Jakob
Hatteland Electronic AS, furthermore, confirms that the sale of Shares in the
Companies is in conformity with the positive opinion of the Board of
Directors of the Company.

Jakob Hatteland Electronic AS          Jakob Hatteland Logistics AS


- -----------------------------          ----------------------------

Jakob Hatteland                        Jakob Hatteland Computer AS


- -----------------------------          ----------------------------
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>12
<FILENAME>ex2jmoca.txt
<DESCRIPTION>MOCA PURCHASE AGREEMENT
<TEXT>



                           STOCK SALE AGREEMENT

                              by and among

                              MERISEL, INC.,

                          MERISEL AMERICAS, INC.

                                   and

                          ARROW ELECTRONICS, INC.

                               dated as of

                            September 15, 2000



                             Table of Contents

     ARTICLE IPURCHASE AND SALE OF SHARES                            1
Section 1.1  Sale and Transfer of Shares                             1
Section 1.2  The Purchase Price                                      1
Section 1.3  Closing and Post-Closing Adjustments                    2
Section 1.4  Payment of Deferred Purchase Price and
Additional Purchase Price.                                           3
Section 1.5  Further Assurances.                                     5

     ARTICLE II
THE CLOSING                                                          5
Section 2.1  The Closing                                             5
Section 2.2  Deliveries by Seller                                    6
Section 2.3  Deliveries by Purchaser                                 6

     ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PARENT AND SELLER                  7
Section 3.1  Organization.                                           7
Section 3.2  Authorization.                                          7
Section 3.3  Execution; Validity of Agreement.                       7
Section 3.4  Consents and Approvals; No Violations                   8
Section 3.5  Ownership and Possession of Shares                      8
Section 3.6  Good Title Conveyed                                     9
Section 3.7  Capitalization                                          9
Section 3.8   Organization; Qualification of Company                 9
Section 3.9  Subsidiaries                                            9
Section 3.10  Financial Statements                                  10
Section 3.11  No Undisclosed Liabilities                            10
Section 3.12  Absence of Certain Changes                            10
Section 3.13  Title to Properties; Encumbrances                     13
Section 3.14  Real Property; Leases                                 13
Section 3.15  Contracts and Commitments                             13
Section 3.16  Insurance                                             14
Section 3.17  Casualties                                            14
Section 3.18  Litigation                                            14
Section 3.19  Environmental Matters                                 15
Section 3.20  Compliance with Laws                                  15
Section 3.21  Employee Benefit Plans                                15
Section 3.22  Tax Matters                                           16
Section 3.23  Intellectual Property                                 17
Section 3.24  Labor Matters                                         18
Section 3.25  Value-Added Business.                                 19
Section 3.26  No Powers of Attorney.                                19
Section 3.27  Licenses.                                             19
Section 3.28  Affiliate Transactions.                               19
Section 3.29  Substantial Customers                                 20
Section 3.30  Inventory; Accounts Receivable                        20
Section 3.31  Rights of Return                                      20
Section 3.32  Trading Practices; Ethical Standards.                 21
Section 3.33  Bank and Brokerage Accounts; Investment Assets        21
Section 3.34  Solvency; Liquidity                                   21
Section 3.35  Brokers or Finders                                    22
Section 3.36  No Other Representations                              22

     ARTICLE IV
REPRESENTATIONS AND WARRANTIES F PURCHASER                          22
Section 4.1  Organization                                           22
Section 4.2  Authorization; Validity of Agreement                   23
Section 4.3  Consents and Approvals; No Violations                  23
Section 4.4  Acquisition of Shares for Investment;
              Accredited Investor                                   24
Section 4.5  Availability of Funds                                  24
Section 4.6  Litigation                                             24
Section 4.7  Investigation by Purchaser                             24
Section 4.8  Brokers or Finders                                     24

     ARTICLE V
COVENANTS                                                           25
Section 5.1  Interim Operations of the Company                      25
Section 5.2  Access; Confidentiality                                25
Section 5.3  Efforts and Actions to Cause Closing to Occur          26
Section 5.4  Tax Matters                                            28
Section 5.5  Publicity                                              34
Section 5.6  Employees; Employee Benefits                           35
Section 5.7  Transition Services Agreement; Lease Agreement         36
Section 5.8  Intercompany Arrangements; Accounts Receivable         36
Section 5.9  Maintenance of Books and Records                       37
Section 5.10 Seller's Trademarks and Logos                          37
Section 5.11 Insurance Policies                                     38
Section 5.12 No Solicitation                                        39
Section 5.13 Noncompetition; No Raid                                40
Section 5.14 Employment Agreements                                  41
Section 5.15 Removal as Guarantor                                   41
Section 5.16 Use of Proceeds                                        41
Section 5.17 Additional License                                     41
Section 5.18 Cooperation                                            42
Section 5.19 Seller's Lease                                         42

     ARTICLE VI
CONDITIONS                                                          42
Section 6.1  Conditions to Each Party's Obligation to
              Effect the Closing                                    42
Section 6.2  Conditions to Obligations of Purchaser
              to Effect the Closing                                 43
Section 6.3 Conditions to Obligations of Parent and
Seller to Effect the Closing                                        44

     ARTICLE VII
TERMINATION                                                         45
Section 7.1  Survival of Representations and Warranties             45
Section 7.2  Termination                                            45
Section 7.3  Effect of Termination                                  46
Section 7.4  Termination Fee                                        47

     ARTICLE VIII
INDEMNIFICATION                                                     47
Section 8.1  Indemnification; Remedies                              47
Section 8.2  Notice of Claim; Defense                               50
Section 8.3  Resolution of All Tax-Related Disputes                 52
Section 8.4  Tax Effect of Indemnification Payments                 52
Section 8.5  No Duplication; Sole Remedy Procedures                 52
Section 8.6  No Right of Off-set/Set-off                            53

     ARTICLE IX
DEFINITIONS AND INTERPRETATION                                      53
Section 9.1  Definitions                                            53
Section 9.2  Interpretation                                         62

	ARTICLE X
MISCELLANEOUS                                                       63
Section 10.1  Fees and Expenses                                     63
Section 10.2  Amendment and Modification                            63
Section 10.3  Notices                                               64
Section 10.4  Counterparts                                          65
Section 10.5  Entire Agreement; No Third Party Beneficiaries        65
Section 10.6  Severability                                          65
Section 10.7  Governing Law                                         66
Section 10.8  Venue                                                 66
Section 10.9  Time of Essence                                       66
Section 10.10  Extension; Waiver                                    66
Section 10.11  Assignment                                           66


EXHIBITS

Exhibit A  Transition Services Term Sheet
Exhibit B  Lease Agreement

                           STOCK SALE AGREEMENT

Stock Sale Agreement, dated as of September 15, 2000, by and among Arrow
Electronics, Inc., a New York corporation, Merisel, Inc., a Delaware corpora-
tion, and Merisel Americas, Inc., a Delaware corporation and a wholly owned
subsidiary of Merisel, Inc. and the holder of all the capital stock of
Merisel Open Computing Alliance, Inc., a Delaware corporation.  Certain
capitalized terms used in this Agreement have the meanings assigned to them
in Article IX.

     WHEREAS, Seller owns all of the issued and outstanding Shares of the
Company; and

     WHEREAS, each of the Boards of Directors of Purchaser, Parent and Seller
has approved the acquisition of the Company by Purchaser, which acquisition
is to be effected by the purchase of all the outstanding capital stock of the
Company by Purchaser upon the terms and subject to the conditions set forth
herein;

     NOW, THEREFORE, in consideration of the foregoing and the mutual
representations, warranties, covenants and agreements set forth herein,
intending to be legally bound hereby, the parties hereto agree as follows:

     ARTICLE I

PURCHASE AND SALE OF SHARES tc \l1 " ARTICLE I
PURCHASE AND SALE OF SHARES

     Section 1.1   Sale and Transfer of Shares tc \l2 "Sale and Transfer of
Shares .  Subject to the terms and conditions of this Agreement, at the
Closing Seller shall sell, convey, assign, transfer and deliver to Purchaser
all of Seller's right, title and interest in and to the issued and
outstanding Shares, free and clear of all Encumbrances, except for any
Encumbrance arising under the Securities Act or any applicable state
securities laws.

     Section 1.2   The Purchase Price tc \l2 "The Purchase Price.  Subject to
the terms and conditions of this Agreement, in consideration of the aforesaid
sale, conveyance, assignment, transfer and delivery to Purchaser of the
Shares, at the Closing Purchaser shall pay to Seller an amount of cash equal
to $110,000,000, subject to any adjustments pursuant to Sections 1.3 and 1.4
(the "Purchase Price").

     Section 1.3   Closing and Post-Closing Adjustments tc \l2 "Closing and
Post-Closing Adjustments .

     (1) No later than two (2) days before the Closing Date, Seller shall
prepare, or cause to be prepared, and deliver to Purchaser a Preliminary
Closing Balance Sheet and its calculation of the Preliminary Working Capital.
The value of the inventory to be included in Preliminary Working Capital
shall be determined as follows.  Promptly after the date hereof, Purchaser
and Seller shall work together in good faith to determine the value of the
inventory based upon saleability, returnability and reserves taken in
accordance with past practices.  In the event that Purchaser and Seller
cannot agree upon the value of the inventory, the disputed amount shall not
be included in the inventory reflected on the Preliminary Closing Balance
Sheet, and Seller shall reserve all rights to dispute such valuation pursuant
to Section 1.3(d).

     (2) The amount by which the Preliminary Working Capital is greater or
lesser than the Balance Sheet Working Capital shall be added to or subtracted
from, as the case may be, the Purchase Price to be paid by Purchaser to
Seller at the Closing.  For purposes of illustration, an example of the
calculation of Preliminary Working Capital and the adjustment to the Purchase
Price is set forth in Section 1.3(b) of the Disclosure Schedule.

     (3) No later than sixty (60) days after the Closing Date, Seller shall
prepare, or cause to be prepared, and deliver to Purchaser the Closing
Balance Sheet and its calculation of Closing Working Capital.   The Company
shall, and Purchaser shall cause the Company to, make available to Seller
such employees and records of the Company as may be necessary for the
preparation of the Closing Balance Sheet.  The value of the inventory
reflected on the Closing Balance Sheet shall be determined based upon its
saleability, returnability and reserves taken in accordance with past
practice.

     (4) Within fifteen (15) days following receipt of the Closing Balance
Sheet, Purchaser shall inform Seller in writing of any objections to the
calculations on the Closing Balance Sheet (the "Objections"), setting forth
written explanations of the Objections and the adjustments which Purchaser
believes should be made, including, without limitation, any adjustments to
inventory consistent with the inventory valuation methodology set forth in
Sections 1.3(a) and (c).  Following notice of the Objections, Seller shall
have fifteen (15) days to review and respond in writing to the Objections
setting forth written explanations in those areas where it disagrees with the
Objections.  Purchaser and Seller will then have an additional fifteen (15)
days at the end of such period to attempt to resolve in good faith the
Objections.

     (5) If  Purchaser and Seller are unable to resolve all of their
disagreements with respect to the Objections within the time periods
specified in Section 1.3(d), above, they shall refer any unresolved
Objections to a nationally recognized firm of independent certified public
accountants as to which the parties mutually agree (the "Arbitrator"), who
shall determine, based on the information submitted by Purchaser and Seller
(and not by independent review), and only with respect to the remaining
differences so submitted, whether and to what extent Closing Working Capital,
as shown on the Closing Balance Sheet, requires adjustment.  The Arbitrator's
determination, which shall be given to Purchaser and Seller within thirty
(30) days of referral to the Arbitrator, shall be final and binding upon the
parties hereto.  The fees and expenses of such Arbitrator shall be paid one-
half by Buyer and one-half by Sellers.

     (6) If the Closing Working Capital is greater than the Preliminary
Working Capital, then the difference shall be paid by Purchaser to Seller
within five (5) business days of the final determination of the amount of
such adjustment, which shall be payable in cash by wire transfer or delivery
of immediately available funds.  If the Closing Working Capital is less than
the Preliminary Working Capital, then the difference shall be paid by Parent
or Seller to Purchaser within five business days of the final determination
of the amount of such adjustment, which shall be payable in cash by wire
transfer or delivery of immediately available funds.

     (7) For all Tax purposes, any post-Closing Purchase Price adjustment
pursuant to Sections 1.3(f) and 1.4(d) shall be treated as an adjustment to
the Purchase Price.

     Section 1.4  Payment of Deferred Purchase Price and Additional Purchase
Price. tc \l2 "Payment of Deferred Purchase Price and Additional Purchase
Price.

     (1) Within ten (10) business days after February 28, 2001, Purchaser
shall prepare and deliver to Seller a worksheet ("Renewal Worksheet"), which
shall set forth in reasonable detail the following information concerning the
selection by resellers or service providers authorized by Sun ("Sun
Resellers") of the distributors from which they will purchase Sun products
("Designated Distributor"):

      (1) names of Sun Resellers who at such date had changed from the
Company as their most recent Designated Distributor to another party as their
Designated Distributor ("Lost Resellers");

     (2) names of Sun Resellers who at such date had changed from another
party as their most recent Designated Distributor to the Company as their
Designated Distributor or who are new Sun Resellers ("Gained Resellers"); and

     (3) the revenue to the Designated Distributors of each Lost Reseller and
Gained Reseller from sales of Sun products during the prior 12 months
(the"Revenue Amount").

     (2) The Company shall, and Purchaser shall cause the Company to, make
available to Seller such employees and records of the Company as may be
necessary for Seller's review of the Renewal Worksheet.  Within ten (10) days
following receipt of the Renewal Worksheet, Seller shall inform Purchaser in
writing of any objections to the calculations on the Renewal Worksheet (the
"Renewal Worksheet Objections"), setting forth written explanations of the
Renewal Worksheet Objections and the adjustments which Seller believes should
be made.  Following notice of the Renewal Worksheet Objections, Purchaser
shall have five (5) days to review and respond in writing to the Renewal
Worksheet Objections setting forth written explanations in those areas where
it disagrees with the Renewal Worksheet Objections.  Purchaser and Seller
will then have an additional ten (10) days at the end of such period to
attempt to resolve in good faith the Renewal Worksheet Objections.

     (3) If  Purchaser and Seller are unable to resolve all of their
disagreements with respect to the Renewal Worksheet Objections within the
time periods specified in Section 1.4(b), they shall refer any unresolved
Renewal Worksheet Objections to a nationally recognized firm of independent
certified public accountants as to which the parties mutually agree (the
"Renewal Worksheet Arbitrator"), who shall determine, based on the
information submitted by Purchaser and Seller (and not by independent
review), and only with respect to the remaining differences so submitted,
whether and to what extent the Renewal Worksheet requires adjustment.  The
Renewal Worksheet Arbitrator's determination, which shall be given to
Purchaser and Seller within thirty (30) days of referral to the Renewal
Worksheet Arbitrator, shall be final and binding upon the parties hereto.
The fees and expenses of such Renewal Worksheet Arbitrator shall be paid one-
half by Purchaser and one-half by Seller.

     (4) If the aggregate Revenue Amount from Gained Resellers equals or
exceeds the aggregate Revenue Amount from Lost Resellers ("Net Revenue
Gain"), Seller shall be entitled to be paid (1) $25,000,000 ("Deferred
Purchase Price") plus (2) in an amount equal to $1.00 for each $8.00 of Net
Revenue Gain up to an additional $12,500,000 (the "Additional Purchase
Price").  If the aggregate Revenue Amount from Lost Resellers exceeds the
aggregate Revenue Amount from Gained Resellers ("Net Revenue Loss"), Seller
shall be entitled to be paid the Deferred Purchase Price reduced by $1.00 for
each $8.00 of Net Revenue Loss (up to a maximum deduction equal to the
Deferred Purchase Price).  Any amounts payable to Seller pursuant to this
Section 1.4 (d) shall be paid by Purchaser to Seller within two business days
of the final determination of such amount, in cash by wire transfer or
delivery of immediately available funds.

     Section 1.5   Further Assurances. tc \l2 "Further Assurances.

     (1) At any time or from time to time after the Closing, Parent and
Seller shall execute and deliver to Purchaser such other documents and
instruments, provide such materials and information and take such other
actions as Purchaser may reasonably request more effectively to vest title to
the Shares in Purchaser and, to the full extent permitted by law, to put
Purchaser in actual possession and operating control of the Company and its
properties and assets and books and records, and otherwise to cause Seller to
fulfill its obligations under this Agreement.

     (2) Notwithstanding anything to the contrary contained in this Section
1.5, if the parties are in an adversarial relationship in litigation or
arbitration, the furnishing of information, documents or records in
accordance with any provision of this Section 1.5 shall be subject to
applicable rules relating to discovery.

     ARTICLE II

THE CLOSING tc \l1 " ARTICLE II THE CLOSING

     Section 1.6   The Closing tc \l2 "The Closing .  The sale and transfer
of the Shares by Seller to Purchaser shall take place at the offices of
Skadden, Arps, Slate, Meagher & Flom LLP, 300 South Grand Avenue, Los
Angeles, California 90071, at 10:00 a.m., local time, on the later of (a)
September 29, 2000 or (b) the first Friday at least four business days after
the satisfaction and/or waiver of all conditions to close set forth in
Article VI (other than conditions which can be satisfied only by the delivery
of certificates or other documents at the Closing), unless another date or
place is agreed in writing by each of the parties hereto.

     Section 1.7   Deliveries by Seller tc \l2 "Deliveries by Seller . At the
Closing, Seller shall deliver to Purchaser:

     (1) one or more certificates representing all of Seller's right, title
and interest in and to the issued and outstanding Shares, each such
certificate to be duly and validly endorsed in favor of Purchaser or
accompanied by a separate stock power duly and validly executed by Seller
with requisite stock transfer stamps, if any, and otherwise sufficient to
vest in Purchaser good and valid title to such Shares;

     (2) resignations of each director of the Company;

     (3) executed copies of the consents referred to in Section 6.1(c);

        (d) all of the minute books and stock ledgers for the Company;

     (4)  a certification of non-foreign status for Seller in the form and
manner which complies with the requirements of Section 1445 of the Code and
the regulations promulgated thereunder; and

     (5) all other previously undelivered documents required to be delivered
by Parent or Seller to Purchaser at or prior to the Closing in connection
with the Transactions.

     Section 1.8   Deliveries by Purchaser tc \l2 "Deliveries by Purchaser .
Simultaneously with the Closing, Purchaser shall:

     (1) transfer the amount set forth in Section 1.2 to an account
designated by Seller prior to the Closing by wire transfer in immediately
available funds; and

     (2) deliver to Seller such other documents as are required to be
delivered by Purchaser to Seller pursuant hereto.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF PARENT AND SELLER tc \l1 "
ARTICLE III REPRESENTATIONS AND WARRANTIES OF PARENT AND SELLER

Except as set forth in the Disclosure Schedule delivered to Purchaser by
Seller simultaneously with the execution hereof or as expressly disclosed in
the Financial Statements, Parent and Seller each represents and warrants to
Purchaser as follows:

     Section 1.9   Organization. tc \l2 "Organization.   Each of Parent and
Seller is a corporation duly organized, validly existing and in good standing
under the laws of Delaware and has all requisite corporate or other power and
authority and all necessary governmental approvals to own, lease and operate
its properties and to carry on its business as now being conducted, except
where the failure to be so organized, existing and in good standing or to
have such power, authority, and governmental approvals would not have,
individually or in the aggregate, a material adverse effect on Parent's or
Seller's ability to consummate the Transactions.

     Section 1.10  Authorization.  tc \l2 "Authorization.   Each of Parent
and Seller has full corporate power and authority to execute and deliver this
Agreement and to consummate the Transactions.  The execution, delivery and
performance by each of Parent and Seller of this Agreement and the
consummation of the Transactions have been duly authorized by the respective
Boards of Directors of Parent and Seller, and no other corporate action on
the part of Parent or Seller is necessary to authorize the execution and
delivery by each of Parent and Seller of this Agreement or the consummation
of the Transactions.  No vote of, or consent by, the holders of any class or
series of stock issued by Parent is necessary to authorize the execution and
delivery by Parent of this Agreement or the consummation by it of the
Transactions.

     Section 1.11  Execution; Validity of Agreement.  tc \l2 "Execution;
Validity of Agreement.   This Agreement has been duly executed and delivered
by each of Parent and Seller, and, assuming due and valid authorization,
execution and delivery hereof by Purchaser, is a valid and binding obligation
of each of Parent and Seller, enforceable against each of Parent and Seller
in accordance with its terms except (a) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance and other
similar laws of general application affecting enforcement of creditors'
rights generally and (b) the availability of the remedy of specific
performance or injunctive or other forms of equitable relief may be subject
to equitable defenses and would be subject to the discretion of the court
before which any proceeding therefor may be brought.

     Section 1.12   Consents and Approvals; No Violations tc \l2 "Consents
and Approvals; No Violations .  Except for the filings, permits,
authorizations, consents and approvals as may be required under, and other
applicable requirements of, the HSR Act or as set forth in Section 3.4 of the
Disclosure Schedule, none of the execution, delivery or performance of this
Agreement by each of Parent and Seller, the consummation of the Transactions
or compliance by each of Parent and Seller with any of the provisions hereof
will (a) conflict with or result in any breach of any provision of the
certificate of incorporation or by-laws of the Company, Parent or Seller, (b)
require any filing with, or permit, authorization, consent or approval of,
any Governmental Entity (including with respect to the Company), (c) (i)
result in a violation or breach of, (ii) constitute (with or without due
notice or lapse of time or both) a default (or give rise to any right of
termination, cancellation or acceleration) under, (iii) require Seller or the
Company to obtain any consent, approval or action of, make any filing with or
give any notice to any Person as a result or under the terms of, (iv) result
in or give to any Person any right of termination, cancellation, acceleration
or modification in or with respect to, (v) result in or give to any Person
any additional rights or entitlement to increased, additional, accelerated or
guaranteed payments under, or (vi) result in the creation or imposition of
any Encumbrance upon Seller or the Company or any of their respective
properties and assets under, any of the terms, conditions or provisions of
any note, bond, mortgage, indenture, lease, license, contract, agreement or
other instrument or obligation to which Parent, Seller or any of their
respective Subsidiaries is a party or by which any of them or any of their
respective properties or assets may be bound, or (d) violate any order, writ,
injunction, decree, statute, rule or regulation applicable to Parent, Seller,
any of their respective Subsidiaries or any of their respective properties or
assets, excluding from the foregoing clauses (b), (c) and (d) such
violations, breaches or defaults which (A) would not, individually or in the
aggregate, have a material adverse effect on Parent's or Seller's ability to
consummate the Transactions or (B) would become applicable as a result of the
business or activities in which Purchaser is or proposes to be engaged or as
a result of any acts or omissions by, or the status of any facts pertaining
to, Purchaser.

     Section 1.13  Ownership and Possession of Shares tc \l2 "Ownership and
Possession of Shares .   Seller is the record and beneficial owner of all the
issued and outstanding Shares. The certificates representing the Shares are
now and at all times from the date hereof through the Closing shall be held
of record by Seller free and clear of all Encumbrances whatsoever, except for
any Encumbrances created by this Agreement and Encumbrances arising under the
Securities Act or any applicable state securities laws.

     Section 1.14  Good Title Conveyed tc \l2 "Good Title Conveyed  The stock
certificates, stock powers, endorsements, assignments and other instruments
to be executed and delivered by Seller to Purchaser at the Closing will be
valid and binding obligations of Seller, enforceable in accordance with their
respective terms, and will effectively vest in Purchaser good  and valid
title to all the Shares, free and clear of all Encumbrances, except
restrictions on transfer imposed by the Securities Act and any applicable
state securities laws.

     Section 1.15  Capitalization tc \l2 "Capitalization .  The authorized
capital stock of the Company consists of 1,000 Shares.  As of the date
hereof, (a) 100 Shares are issued and outstanding, (b) no Shares are owned by
any Person other than Seller, and (c) no Shares are issued and held in the
treasury of the Company.  All the outstanding Shares are duly authorized,
validly issued, fully paid and non-assessable.  Except as set forth above, as
of the date hereof, (x) there are no shares of capital stock of the Company
authorized, issued or outstanding, and (y) there are no existing options,
warrants, calls, pre-emptive rights, subscriptions or other rights,
agreements, arrangements or commitments of any character, relating to the
issued or unissued capital stock of the Company, obligating the Company to
issue, transfer or sell or cause to be issued, transferred or sold any shares
of capital stock of the Company.

     Section 1.16   Organization; Qualification of Company tc \l2
"Organization; Qualification of Company .  The Company (a) is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Delaware; (b) has full corporate power and authority to carry on its
business as it is now being conducted and to own, lease and operate its
properties and assets; and (c) is duly qualified or licensed to do business
as a foreign corporation in good standing in every jurisdiction in which such
qualification is required, except for those jurisdictions in which the
failure to be so qualified would not reasonably be expected to have a Company
Material Adverse Effect.  The name of each director and officer of the
Company on the date hereof, and the position with the Company held by each,
are listed in Section 3.8 of the Disclosure Schedule.  Seller has heretofore
delivered to Purchaser complete and correct copies of the certificate of
incorporation and by-laws of the Company as presently in effect.

     Section 1.17   Subsidiaries tc \l2 "Subsidiaries. The Company does not
own, directly or indirectly, any of the capital stock or other equities of
any Person.

     Section 1.18   Financial Statements tc \l2 "Financial Statements.  True
and complete copies of the Financial Statements, together with the related
auditors reports, are included in Section 3.10 of the Disclosure Schedule.
The Financial Statements have been prepared from, are in accordance with and
accurately reflect the books and records of the Company, comply in all
material respects with applicable accounting requirements, have been prepared
in accordance with GAAP applied on a consistent basis during the periods
involved (except as may be stated in the notes thereto) and fairly present
the consolidated financial position and the consolidated results of
operations and cash flows (and changes in financial position, if any) of the
Company as a division of Parent as of the times and for the periods referred
to therein (subject, in the case of unaudited statements, to normally
recurring year-end audit adjustments which are not material).

     Section 1.19   No Undisclosed Liabilities tc \l2 "No Undisclosed
Liabilities. Except (a) as disclosed in the Financial Statements and (b) for
liabilities and obligations incurred in the ordinary course of business since
the Balance Sheet Date, the Company has not incurred any liability or
obligation of any nature, whether or not accrued, contingent or otherwise,
that has had or constitutes or would reasonably be expected to have a Company
Material Adverse Effect.

     Section 1.20  Absence of Certain Changes tc \l2 "Absence of Certain
Changes.  Except as set forth in Section 3.12 of the Disclosure Schedule or
as otherwise provided in this Agreement, during the period since the Balance
Sheet Date through the date hereof, the Company has conducted its business
only in the ordinary course consistent with past practice, and the Company
has not:

     (1) suffered any change in its working capital, financial condition,
results of operations, assets or liabilities or any other event or
development which constitutes or would reasonably be expected to have a
Company Material Adverse Effect;

     (2) paid, discharged or satisfied any claim, liability or obligation
(whether absolute, accrued, contingent or otherwise) other than the payment,
discharge or satisfaction in the ordinary course of business and consistent
with past practice of liabilities and obligations reflected or reserved
against in the Balance Sheet or incurred in the ordinary course of business
consistent with past practice since the Balance Sheet Date;

     (3) (i) incurred or cancelled any debts, other than trade payables or
intercompany accounts to be converted or terminated pursuant to Section 5.8,
or (ii) waived any claims or rights of substantial value, in the case of
clauses (i) or (ii) except in the ordinary course of business consistent with
past practice;

     (4) acquired any properties and assets, or sold, transferred, or
otherwise disposed (including the incurrence of an Encumbrance on) of any of
its properties or assets (real, personal or mixed, tangible or intangible),
except in the ordinary course of business consistent with past practice;

     (5) disposed of or permitted to lapse any rights to the use of any
Intellectual Property, or disposed of or disclosed to any Person other than
representatives of Purchaser any material trade secret, formula, process,
know-how or other Intellectual Property not theretofore a matter of public
knowledge;

     (6) granted any general increase in the compensation of officers or
employees (including any such increase pursuant to any bonus, pension,
profitsharing or other plan or commitment) or any increase in the
compensation payable or to become payable to any officer or employee, other
than normal recurring increases in the ordinary course of business or
pursuant to plans or agreements listed in the Disclosure Schedule;

     (7) split, combined or reclassified any shares of any capital stock of
the Company; or directly or indirectly redeemed, purchased or otherwise
acquired any such capital stock of or any option, warrant, call, pre-emptive
right, subscription or other such right with respect to the capital stock of
the Company;

     (8) authorized, issued, sold or otherwise disposed of or pledged or
otherwise encumbered any shares of capital stock of, or option, warrant,
call, preemptive right, subscription or other such right with respect to the
capital stock of, the Company, or modified or amended of any right of any
holder of any such security;

     (9) made any write-off or write-down or determined to write-off or
write-down any of the properties and assets of the Company individually or in
the aggregate in a material amount;

    (10) acquired or disposed of, or incurred any Encumbrance on, any
properties or assets of the Company, other than in the ordinary course of
business consistent with past practice;


    (11) (i) amended the certificate of incorporation or by-laws (or other
comparable corporate charter documents) of the Company, (ii) recapitalized,
restructuring, reorganized, liquidated, dissolved, merged or consolidated the
Company with any other Person, or (iii) changed the fiscal year of the
Company;

    (12) entered into, amended, modified or terminated (partially or
completely) in any material way, granted a material waiver under or gave any
material consent with respect to any material contract of or any material
License held by the Company;

     (13) made any material capital expenditures or commitments for additions
to property, plant or equipment of the Company;

     (14) commenced or terminated any line of business of the Company;

     (15) entered into any transactions with Parent, Seller or any officer,
director or Affiliate (other than the Company) of Parent or Seller (i)
outside the ordinary course of business consistent with past practice or (ii)
other than on an arm's-length basis, other than pursuant to any contract in
effect on the Balance Sheet Date and disclosed pursuant to Section 3.28 of
the Disclosure Schedule;

     (16) permitted any insurance policy naming it as a beneficiary or a loss
payable payee to be cancelled or terminated;

     (17) materially changed (x) any accounting, tax or financial reporting
practice or policy or (y) other than in the ordinary course of business
consistent with past practice, any pricing, inventory, credit, bad debt or
reserve practice or policy;

     (18) agreed to or committed to take any action that would result in any
of the conditions to the Closing set forth in Article VI not being satisfied,
or would make any representation or warranty of Purchaser contained herein
inaccurate in any material respect at, or as of any time prior to, the
Closing Date, or that would materially impair the ability of Purchaser,
Parent or Seller to consummate the Closing in accordance with the terms
hereof or materially delay such consummation; or

     (19) agreed, whether in writing or otherwise, to take any action
described in this section.

     Section 1.21  Title to Properties; Encumbrances tc \l2 "Title to
Properties; Encumbrances.  Except for property and assets sold since the
Balance Sheet Date in the ordinary course of business or as otherwise
provided in this Agreement, the Company has good and valid title to each of
the properties and assets reflected on the Balance Sheet, free and clear of
all material Encumbrances not disclosed on the Balance Sheet or on Section
3.13 of the Disclosure Schedule, and those properties and assets, including
any acquired since the Balance Sheet Date, are all of the properties and
assets reasonably necessary for the conduct of the business of the Company as
currently conducted, except as set forth on Section 3.13 of the Disclosure
Schedule.

     Section 1.22   Real Property; Leases tc \l2 "Real Property; Leases. The
Company owns no real property.  Section 3.14 of the Disclosure Schedule
contains a list of all Leases and a true and complete copy of each such Lease
has heretofore been delivered to Purchaser.  Each Lease is legal, valid,
binding and enforceable in accordance with its terms and is in full force and
effect.  There is no existing, and neither Parent, Seller nor the Company has
received notice of any, default by the Company under any of the Leases which
constitutes or would reasonably be expected to constitute a Company Material
Adverse Effect.

     Section 1.23   Contracts and Commitments tc \l2 "Contracts and
Commitments.

     (1) All of the contracts and other agreements of the Company were
entered into in bona fide transactions in the ordinary course of business.
Section 3.15(a) of the Disclosure Schedule sets forth a complete and correct
list of all contracts and other agreements to which the Company is a party,
except for (i) contracts involving obligations not exceeding $150,000
individually or $1,000,000 for any one kind of related contract in the
aggregate, (ii) purchase orders with the Company's customers or suppliers in
the ordinary course of business consistent with past practice and (iii)
contracts that are no longer in effect.  Except as set forth on Section
3.15(a) of the Disclosure Schedule, to the Knowledge of Parent and Seller,
there is not under any such contract any existing default by the Company, or
any event or circumstance which, after notice or lapse of time or both, would
constitute a default by the Company, or to the knowledge of Parent and
Seller, by the other party, or result in a right to accelerate or loss of
rights as against the Company which would reasonably be expected to result in
Losses in excess of $25,000 individually or $100,000 in the aggregate for all
kinds of contracts.  There are no contracts or agreements which are required
under GAAP to be provided for or disclosed in the Financial Statements which
have not been so provided for or disclosed.

     (2) The Company does not have outstanding any agreement to acquire any
debt obligations of others.

         (c) Section 3.15(c) of the Disclosure Schedule contains a list of
all written employment, severance and change of control agreements or
arrangements.

     (3) Section 3.15(d) of the Disclosure Schedule contains a list of all
contracts with any Person containing any provision or covenant prohibiting or
limiting the ability of the Company to engage in any business activity or
compete with any person, or prohibiting or limiting the ability of any Person
to compete with the Company.

     Section 1.24  Insurance tc \l2 "Insurance.  Section 3.16 of the
Disclosure Schedule sets forth a true and complete list and description of
all material insurance policies in effect as of the date hereof material with
respect to the business, property or assets of the Company.

     Section 1.25  Casualties tc \l2 "Casualties.  Since the Balance Sheet
Date, the Company has not been affected as a result of flood, fire or
explosion which constitutes a Company Material Adverse Effect.

     Section 1.26   Litigation tc \l2 "Litigation. Except as set forth in
Section 3.18 of the Disclosure Schedule, there is no action, suit, inquiry,
proceeding or investigation by or before any court or Governmental Entity
pending or, to the Knowledge of Parent and Seller, threatened against or
involving the Company which (i) questions or challenges the validity of this
Agreement or any action taken or to be taken by the Company pursuant to this
Agreement or in connection with the Transactions, or (ii) individually or in
the aggregate, if determined adversely to Parent, Seller or the Company,
would reasonably be expected to result in (x) any injunction or other
equitable relief against the Company that would interfere in any material
respect with its business or operations or (y) any material Losses suffered
or incurred by the Company.  Prior to the execution of this Agreement, Seller
has delivered to Purchaser all responses of counsel for the Company to
auditors' requests for information delivered in connection with the audited
Financial Statements (together with any updates provided by such counsel)
regarding any actions or proceedings pending or threatened against, relating
to or affecting the Company.

     Section 1.27  Environmental Matters tc \l2 "Environmental Matters.
Except as would not reasonably be expected to have a Company Material Adverse
Effect, to the Knowledge of Parent and Seller, (a) the Company is in material
compliance with all applicable Environmental Laws, (b) the Company has not
received any written notice with respect to the business of, or any property
owned or leased by, the Company from any governmental entity or third party
alleging that the Company is not in material compliance with any
Environmental Law, and (c) there has been no "release" of a "hazardous
substance," as those terms are defined in the Comprehensive Environmental
Response, Compensation, and Liability Act, 42 U.S.C.  9601 et seq.
("CERCLA"), for which the Company would be responsible for removal, response
or remedial costs as defined under CERCLA.

     Section 1.28  Compliance with Laws tc \l2 "Compliance with Laws. To the
Knowledge of Parent and Seller, the Company has complied in a timely manner
and in all respects with all laws, rules and regulations, ordinances,
judgments, decrees, orders, writs and injunctions of all United States
federal, state, local, foreign governments and agencies thereof that apply to
the business, properties or assets of the Company, except for violations that
would not reasonably be expected to constitute a Company Material Adverse
Effect.

     Section 1.29  Employee Benefit Plans tc \l2 "Employee Benefit Plans.

     (1) Section 3.21 of the Disclosure Schedule contains a true and complete
list of all Plans.  The Company has heretofore made available to Purchaser a
true and complete copy of each written Plan and any amendments thereto and
each agreement creating or modifying any related trust or other funding
vehicle.  Except as provided in Section 3.21 of the Disclosure Schedule, none
of the plans is sponsored by the Company.

     (2) No liability under Title IV or Section 302 of ERISA has been
incurred by the Company or any ERISA Affiliate that has not been satisfied in
full and none of the Plans is subject to Section 412 of the Code, Section 302
of ERISA or Title IV of ERISA.

     (3) The PBGC has not instituted proceedings to terminate any Title IV
Plan and no condition exists that presents a material risk that such
proceedings will be instituted.

     (4) No Title IV Plan is a "multi-employer pension plan," as defined in
Section 3(37) of ERISA, nor is any Title IV Plan a plan described in Section
4063(a) of ERISA.

     (5) Each Plan has been operated and administered in all material
respects in accordance with its terms and applicable law, including  ERISA
and the Code.

     (6) Each Plan intended to be "qualified" within the meaning of Section
401(a) of the Code is so qualified.

     (7) Except as provided in Section 3.21 of the Disclosure Schedule, none
of the Plans could result in the payment to any employee of the Company of
any money or other property or accelerate or provide any other rights or
benefits to any employee of the Company as a result of the transactions
contemplated by this Agreement, whether or not such payment would constitute
a parachute payment within the meaning of Code Section 280G.

     (8) Except as set forth in Section 5.6(a)(ii) of the Disclosure
Schedule, Section 5.6(a)(i) of the Disclosure Schedule is a true and complete
list of each person who is actively employed and working primarily for the
Company on the date hereof, and all such persons are all of the persons
reasonably required to conduct the business of the Company.

     Section 1.30   Tax Matters tc \l2 "Tax Matters.

     (1) The Company has filed (or there has been filed on its behalf) with
appropriate Taxing Authorities all Tax Returns required to be filed by the
Company on or prior to the date hereof, and such Tax Returns are true,
correct and complete in all material respects.  The Company has paid all
Taxes that are shown as due on all such Tax Returns.

     (2) There are no liens for Taxes upon any property or assets of the
Company, except for liens for Taxes not yet due.

     (3) To the Knowledge of Parent and Seller, no federal, state, local or
foreign audits, examinations, investigations or other administrative
proceedings or court proceedings are presently pending or proposed in writing
with regard to any Taxes or Tax Returns filed by or on behalf of the Company.

     (4) There are no outstanding requests, agreements, consents or waivers
to extend the statutory period of limitations applicable to the assessment of
any Taxes or deficiencies against the Company.

     (5) No consent under Section 341(f) of the Code has been filed with
respect to the Company.

     (6) No deficiency for any Taxes has been assessed or proposed in writing
(and is currently pending) by any Taxing Authority in connection with the Tax
Returns described in Section 3.22(a).

     (7) The Company was incorporated in December 1999 and commenced
operations in April 2000.  The Company has not filed a United States federal
income tax return.  No statutes of limitation have expired with respect to
Taxes of the Company.

     (8) The Company has never been a member of an affiliated group of
corporations (within the meaning of Code Section 1504(a) filing consolidated
Tax Returns, other than the affiliated group of which Parent is the common
parent.  The Company is not a party to, is not bound by, and does not have
any obligation under, any agreement relating to the allocation or sharing of
Taxes.  The Company does not have any liability for the Taxes of any person
other than the Company and any member of the affiliated group of which Parent
is the common parent, as a transferee, or successor or otherwise (including,
without limitation, any liability under Treasury Regulations Section 1.1502-6
or any similar provision of state, local or foreign law).

     (9) Section 3.22 of the Disclosure Schedule contains a complete list of
all jurisdictions in which Tax Returns are filed or required to be filed by
or on behalf of the Company.

     Section 1.31   Intellectual Property tc \l2 "Intellectual
Property.Except as set forth in Section 3.23 of the Disclosure Schedule:

     (1) As of the Closing Date, the Company will own free and clear of all
Encumbrances, the trademark "MOCA."  The Company owns free and clear of
all Encumbrances, or is licensed or otherwise possesses legally enforceable
rights to use, the other Company Intellectual Property, and is not obligated
to grant any material contractual rights to any third party with respect
thereto.  As of the Closing Date, Parent and Seller shall have assigned all
of their right, title and interest in the trademark "MOCA" to the Company.

     (2) There are no current ongoing, or to the Knowledge of Parent and
Seller threatened, legal proceedings against the Company with respect to the
Company Intellectual Property that would reasonably be expected to have a
Company Material Adverse Effect.

     (3) To the Knowledge of Parent and Seller, the Company's use of Company
Intellectual Property in the conduct of the business of the Company as
currently conducted does not infringe any Intellectual Property rights of any
Person.

     (4) The Company has not received any written notice from any other
Person pertaining to or challenging the right of the Company to use any of
the Company Intellectual Property, and to the Knowledge of Parent and Seller,
no such claim has been threatened by any Person that would reasonably be
expected to have a Company Material Adverse Effect.

     Section 1.32   Labor Matters tc \l2 "Labor Matters

     (1) There is no labor strike, dispute, slowdown, stoppage or lockout
actually pending or, to the Knowledge of Parent and Seller, threatened
against the Company.

     (2) Neither Parent, Seller nor the Company is a party to or bound by any
collective bargaining agreement with, and no employees of the Company are
members of or, to the Knowledge of Parent and Seller, have threatened to
become members of, any labor organization representing employees of the
Company.

     (3) No labor union has been certified by the National Labor Relations
Board as bargaining agent for any of the employees of the Company.

     (4) The Company has not experienced any material work stoppage or other
material labor difficulty during the two-year period ending on the date
hereof, and during such period the Company has complied with all laws
relating to the employment, including without limitation those relating to
wages, hours and collective bargaining.

     (5) There is no unfair labor practice charge or complaint against the
Company pending or threatened before the National Labor Relations Board, the
Equal Employment Opportunity Commission or any other Governmental Entity, and
no such charge or complaint has been brought before any such entity during
the past two (2) years.

     (6) Since the enactment of the WARN Act, the Company has not effectuated
a "plant closing" (as defined in the WARN Act) affecting any site of
employment or one or more facilities or operating units within any site of
employment or facility of the Company, and there has not occurred a "mass
layoff" (as defined in the WARN Act) affecting any site of employment or
facility of the Company.

     Section 1.33  Value-Added Business. tc \l2 "Value-Added Business.  The
products assembled and sold by or on behalf of the Company under its value-
added business (i) are first quality merchandise, useable and saleable in the
ordinary course of business within a period of not more than twelve (12)
months, (ii) were assembled in conformity in all material respects with
applicable specifications and quality control standards of customers and
suppliers and in conformity with all applicable laws, rules and regulations
and (iii) are not obsolete, damaged, defective or shopworn.

     Section 1.34  No Powers of Attorney. tc \l2 "No Powers of Attorney.
The Company does not have any powers of attorney or comparable delegations of
authority outstanding.

     Section 1.35   Licenses. tc \l2 "Licenses.   The Company owns or validly
holds all Licenses that are material, individually or in the aggregate, to
its business or operations, a true and complete list and description of which
(including all pending applications for any such Licenses) is set forth in
Section 3.27 of the Disclosure Schedule.  Each License listed in Section 3.27
of the Disclosure Schedule is valid, binding and in full force and effect,
and the Company is not, nor has it received any notice that it is, in default
(or with the giving of notice or lapse of time or both, would be in default)
under any such License.

     Section 1.36  Affiliate Transactions. tc \l2 "Affiliate Transactions.
Each contract, agreement or arrangement between Parent or Seller or any
officer, director or Affiliate (other than the Company) of Parent or Seller,
on the one hand, and the Company, on the other hand, existing as of the date
of this Agreement is listed and described on Section 3.28 of the Disclosure
Schedule, and all such contracts, agreements and arrangements will be
terminated effective as of the close of business on the Closing Date except
as set forth on Section 3.28 of the Disclosure Schedule.

     Section 1.37   Substantial Customers tc \l2 "Substantial Customers.
Section 3.29 of the Disclosure Schedule lists the twenty (20) largest
customers of the Company, on the basis of revenues for goods sold or services
provided for the fiscal quarter ended June 30, 2000.  Except as disclosed in
Section 3.29 of the Disclosure Schedule, no such customer or supplier has
ceased or materially reduced its purchases from, use of the services of, or
sales or provision of services to the Company since the Balance Sheet Date,
or to the Knowledge of Parent and Seller, has threatened to cease or
materially reduce such purchases, use, sales or provision of services after
the date hereof.

     Section 1.38  Inventory; Accounts Receivable tc \l2 "Inventory; Accounts
Receivable.  (a)  Except as disclosed in Section 3.30 of the Disclosure
Schedule, none of the items of the inventory of the Company was purchased
from a source other than the manufacturer thereof and all such items of
inventory are held at Seller's warehouses identified on Section 3.30 of the
Disclosure Schedule.  Except as disclosed in Section 3.30 of the Disclosure
Schedule, all such items of inventory meet the requirements for return to the
manufacturer under the applicable authorized distribution agreement other
than as a result of quantity limitations with respect to such return rights.

     (b) Except as set forth on Section 3.30 of the Disclosure Schedule, the
accounts and notes receivable net of any applicable reserves included in the
Closing Balance Sheet of the Company (i) arose from bona fide sales
transactions in the ordinary course of business and are payable consistent
with past practice, (ii) are legal, valid and binding obligations of the
respective debtors enforceable in accordance with their terms, (iii) are not
subject to any valid set-off or counterclaim except as may be required by law
and (iv) are not the subject of any action, suit or proceeding brought by or
on behalf of the Company.  Section 3.30 of the Disclosure Schedule sets forth
a description of any security arrangements and collateral securing the
repayment or other satisfaction of such accounts and notes receivable.

     Section 1.39  Rights of Return tc \l2 "Rights of Return .  Except as set
forth on Section 3.31 of the Disclosure Schedule, the Company has not sold
any inventory which the purchaser thereof has the right to return to the
Company or cause the Company to repurchase for any reason except (i) pursuant
to the customary express warranties of the Company for product quality or
mistake in shipment or implied warranties at law for title and against
infringement, (ii) to the extent the same will be reflected in reserves on
the Balance Sheet or (iii) for inventory having a value not exceeding $50,000
individually or $250,000 in the aggregate.  Except as disclosed in Section
3.31 of the Disclosure Schedule, the Company does not provide any express
warranties to its customers other than warranties provided by the
manufacturer.

     Section 1.40  Trading Practices; Ethical Standards. tc \l2 "Trading
Practices; Ethical Standards.   The directors, employees and independent
commission agents of the Company are in compliance with ethical standards and
other trading practices mandated by applicable laws and contractual
arrangements and have not made payments to any third parties other than in
the ordinary course of business or pursuant to contracts.

     Section 1.41  Bank and Brokerage Accounts; Investment Assets tc \l2
"Bank and Brokerage Accounts; Investment Assets .  Section 3.33 of the
Disclosure Schedule sets forth (a) a true and complete list of the names and
locations of all banks, trust companies, securities brokers and other
financial institutions at which the Company has an account or safe deposit
box or maintains a banking, custodial, trading or other similar relationship
and (b) a true and complete list and description of each such account, box
and relationship, indicating in each case the account number and the names of
the respective officers, employees, agents or other similar representatives
of the Company having signatory power with respect thereto.

     Section 1.42   Solvency; Liquidity tc \l2 "Solvency; Liquidity.  Neither
Parent nor Seller is entering into this Agreement, nor does either of Parent
or Seller intend to consummate the Transactions, with actual intent to
hinder, delay or defraud either present or future creditors.  On and as of
the Closing Date on a pro forma basis after giving effect to the
Transactions:

     (1) the present fair salable value (on a going concern basis) of Seller
will exceed the probable liability of Seller on its Debts and the present
fair salable value (on a going concern basis) of Parent will exceed the
probable liability of Parent on its Debts.

     (2) neither Parent nor Seller has incurred, nor does either of Parent or
Seller intend or believe that it will incur, Debts beyond its ability to pay
as such Debts mature (taking into account the timing and amounts of cash to
be received from any source including any refinancing of, and of amounts to
be payable on or in respect of, Debts);

     (3) the property of each of Parent and Seller does not constitute
unreasonably small capital with which to conduct its present or proposed
business; and

     (4) except as disclosed in Section 3.34(d) of the Disclosure Schedule,
there is not under any contract relating to indebtedness any existing default
by Parent or Seller, or any event or circumstance which, after notice or
lapse of time or both, would constitute a default by Parent or Seller, which
default gives rise to a right to accelerate the right to receive payment
thereunder.

     Section 1.43  Brokers or Finders tc \l2 "Brokers or Finders.  Neither
Parent, Seller nor the Company has entered into any agreement or arrangement
entitling any agent, broker, investment banker, financial advisor or other
firm or Person to any broker's or finder's fee or any other commission or
similar fee in connection with any of the Transactions, except Donaldson,
Lufkin & Jenrette Securities Corporation, whose fees and expenses will be
paid by Parent in accordance with Parent's agreement with such firm.

     Section 1.44  No Other Representations tc \l2 " No Other
Representations. Except for the representations and warranties contained in
this Article III, neither Parent nor Seller nor any other person or entity
acting on behalf of Parent or Seller makes any representation or warranty,
express or implied.

     ARTICLE IV

REPRESENTATIONS AND WARRANTIES
OF PURCHASER tc \l1 " ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrant to Parent and Seller that:

     Section 1.45  Organization tc \l2 "Organization.  Purchaser is a
corporation duly organized, validly existing and in good standing under the
laws of New York and has all requisite corporate or other power and authority
and all necessary governmental approvals to own, lease and operate its
properties and to carry on its business as now being conducted, except where
the failure to be so organized, existing and in good standing or to have such
power, authority, and governmental approvals would not have, individually or
in the aggregate, a material adverse effect on Purchaser's ability to
consummate the Transactions.

     Section 1.46  Authorization; Validity of Agreement.   tc \l2
"Authorization; Validity of Agreement.   Purchaser has full corporate power
and authority to execute and deliver this Agreement and to consummate the
Transactions.  The execution, delivery and performance by Purchaser of this
Agreement and the consummation of the Transactions have been duly authorized
by the Board of Directors of Purchaser, and no other corporate action on the
part of Purchaser is necessary to authorize the execution and delivery by
Purchaser of this Agreement or the consummation of the Transactions. No vote
of, or consent by, the holders of any class or series of stock issued by
Purchaser is necessary to authorize the execution and delivery by Purchaser
of this Agreement or the consummation by it of the Transactions. This
Agreement has been duly executed and delivered by Purchaser, and, assuming
due and valid authorization, execution and delivery hereof by Parent and
Seller, is a valid and binding obligation of Purchaser, enforceable against
Purchaser in accordance with its terms except (a) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and
other similar laws of general application affecting enforcement of creditors'
rights generally and (b) the availability of the remedy of specific
performance or injunctive or other forms of equitable relief may be subject
to equitable defenses and would be subject to the discretion of the court
before which any proceeding therefor may be brought.

     Section 1.47  Consents and Approvals; No Violations tc \l2 "Consents and
Approvals; No Violations.  Except for the filings, permits, authorizations,
consents and approvals as may be required under, and other applicable
requirements of, the HSR Act, none of the execution, delivery or performance
of this Agreement by Purchaser, the consummation by Purchaser of the
Transactions or compliance by Purchaser with any of the provisions hereof
will (a) conflict with or result in any breach of any provision of the
certificate of incorporation or by-laws of Purchaser, (b) require any filing
with, or permit, authorization, consent or approval of, any Governmental
Entity (including with respect to the Company), (c) (i) result in a violation
or breach of, (ii) constitute (with or without due notice or lapse of time or
both) a default (or give rise to any right of termination, cancellation or
acceleration) under, or (iii) require Purchaser to obtain any consent,
approval or action of, make any filing with or give any notice to any Person
under any of the terms, conditions or provisions of any note, bond, mortgage,
indenture, lease, license, contract, agreement or other instrument or
obligation to which Purchaser or any of its Subsidiaries is a party or by
which any of them or any of their respective properties or assets may be
bound, or (d) violate any order, writ, injunction, decree, statute, rule or
regulation applicable to Purchaser, any of its Subsidiaries or any of their
properties or assets, excluding from the foregoing clauses (b), (c) and (d)
such violations, breaches or defaults which would not, individually or in the
aggregate, have a material adverse effect on Purchaser's ability to
consummate the Transactions.

     Section 1.48  Acquisition of Shares for Investment; Accredited Investor
tc \l2 "Acquisition of Shares for Investment; Accredited Investor.

     (1) The Shares will be acquired by Purchaser (or, if applicable, its
assignee pursuant to Section 10.11) for its own account for the purpose of
investment, it being understood that the right to dispose of such Shares
shall be entirely within the discretion of Purchaser (or such assignee, as
the case may be).  Purchaser (or such assignee, as the case may be) will
refrain from transferring or otherwise disposing of any of the Shares, or any
interest therein, in such manner as to cause Seller to be in violation of the
registration requirements of the Securities Act or applicable state
securities laws.

     (2) Purchaser is an "accredited investor" as defined in Rule 501 of
Registration D under the Securities Act.

     Section 1.49  Availability of Funds tc \l2 "Availability of Funds.
Purchaser will have at the Closing sufficient immediately available funds, in
cash, to pay the Purchase Price and to pay any other amounts payable pursuant
to this Agreement and to effect the Transactions.

     Section 1.50  Litigation tc \l2 "Litigation.  There is no claim,
action, suit, proceeding or, to the Knowledge of Purchaser, governmental
investigation pending or, to the Knowledge of Purchaser, threatened against
Purchaser or any of its Subsidiaries by or before any court or Governmental
Entity that, individually or in the aggregate, would have or would reasonably
be expected to impede materially the ability of Purchaser to complete the
Closing in all respects.

     Section 1.51  Investigation by Purchaser tc \l2 "Investigation by
Purchaser.  Purchaser has conducted its own independent investigation of the
Company, and has relied solely upon the aforementioned investigation and not
on any factual representations of Parent, Seller or any of their
representatives except the specific representations and warranties of Parent
and Seller set forth in Article III of this Agreement.

     Section 1.52  Brokers or Finders tc \l2 "Brokers or Finders.  Neither
Purchaser nor any of its Subsidiaries or its Affiliates has entered into any
agreement or arrangement entitling any agent, broker, investment banker,
financial advisor or other firm or Person to any broker's or finder's fee or
any other commission or similar fee in connection with any of the
Transactions.

     ARTICLE V

COVENANTS tc \l1 " ARTICLE V
COVENANTS

     Section 1.53  Interim Operations of the Company tc \l2 "Interim
Operations of the Company.  Except as expressly provided in this Agreement
and except as set forth in the Disclosure Schedule and except as may be
consented to in writing by Purchaser (such consent not to be unreasonably
withheld or delayed) Seller shall use commercially reasonable efforts to
procure that, after the date hereof and prior to the Closing Date, the
business of the Company shall be conducted in the same manner as heretofore
conducted and only in the ordinary course consistent with past practice
(including with respect to the collections of accounts and notes receivable
and replenishment of inventory) and it will not take any action, and will
cause the Company not to take any action, that if taken between the Balance
Sheet Date through the date hereof, would have had to have been disclosed
pursuant to Section 3.12.

     Section 1.54  Access; Confidentiality.  tc \l2 "Access; Confidentiality.

     (1) Seller shall cause the Company prior to the Closing to (i) give
Purchaser and its authorized representatives reasonable access to all books,
records, personnel, offices and other facilities and properties of the
Company, (ii) permit Purchaser to make inspections thereof as Purchaser may
reasonably request and (iii) cause the officers of the Company to furnish
Purchaser with such financial and operating data and other information with
respect to the business and properties of the Company as Purchaser may from
time to time reasonably request; provided, however, that any such access
shall be conducted at Purchaser's expense, at a reasonable time, under the
supervision of Seller's or the Company's personnel and in such a manner as
reasonably necessary not to interfere substantially with the normal operation
of the business of Seller or the Company.  Subject to the provisions of
Section 5.4(h), notwithstanding anything contained in this or any other
agreement between Purchaser and Parent and/or Seller executed prior to the
date hereof, none of the Company, Parent, Seller or any of their respective
Affiliates shall have any obligation to make available to Purchaser or its
representatives, or provide Purchaser or its representatives with, any
consolidated, combined or unitary Tax Return filed by Parent or any of its
Affiliates or predecessors, or any related material (except as any such
material may relate solely to the Company) and nothing herein shall require
Parent, Seller or the Company to disclose any information to Purchaser if
such disclosure would (i) jeopardize any attorney-client or other legal
privilege or (ii) contravene any applicable laws, fiduciary duty or binding
agreement entered into prior to the date of this Agreement (including any
confidentiality agreement to which Parent, Seller, the Company or any of
their respective Affiliates is a party).

(bi  The provisions of the Confidentiality Agreement shall remain binding and
in full force and effect until the Closing.  The information contained
herein, in the Disclosure Schedule or delivered to Purchaser or its
authorized representatives pursuant hereto shall be subject to the
Confidentiality Agree-ment as Evaluation Material (as defined and subject to
the exceptions contained therein) until the Closing and, for that purpose and
to that extent, the terms of the Confidentiality Agreement are incorporated
herein by reference.  Except as otherwise provided in Section 5.5, Purchaser
shall cause its consultants, advisors and representatives to treat the terms
of this Agreement after the date hereof as strictly confidential (unless
compelled to disclose by judicial or administrative process or, in the
opinion of legal counsel, by other requirements of law).

     Section 1.55   Efforts and Actions to Cause Closing to Occur tc \l2
"Efforts and Actions to Cause Closing to Occur.

     (1) Prior to the Closing, upon the terms and subject to the conditions
of this Agreement, Purchaser, Parent and Seller shall use their respective
reasonable best efforts to take, or cause to be taken, all actions, and to
do, or cause to be done and cooperate with each other in order to do, all
things reasonably necessary, proper or advisable (subject to any applicable
laws) to consummate the Closing and the other Transactions as promptly as
practicable, including the preparation and filing of all forms, registrations
and notices required to be filed to consummate the Closing and the other
Transactions and the taking of such actions as are necessary to obtain any
requisite approvals, authorizations, consents, orders, licenses, permits,
qualifications, exemptions or waivers by any third party or Governmental
Entity.  In addition, no party hereto shall take any action after the date
hereof that would reasonably be expected to materially delay the obtaining
of, or result in not obtaining, any permission, approval or consent from any
Governmental Entity or other Person required to be obtained prior to Closing.
Nothing contained in this Agreement shall require Parent, Seller or the
Company to pay any consideration to any other Person from whom any such
approvals, authorizations, consents, orders, licenses, permits,
qualifications, exemptions or waiver is requested.

     (2) Prior to the Closing, each party shall promptly consult with the
other party hereto with respect to, provide any necessary information with
respect to, and provide the other parties (or their respective counsel) with
copies of, all filings made by such party with any Governmental Entity or any
other information supplied by such party to a Governmental Entity in
connection with this Agreement and the Transactions.  Each party hereto shall
promptly inform the other party of any communication received by such party
from any Governmental Entity regarding any of the Transactions.  If any party
hereto or Affiliate thereof receives a request for information or documentary
material from any such Governmental Entity with respect to any of the
Transactions, then such party shall endeavor in good faith to make, or cause
to be made, as soon as reasonably practicable and after consultation with the
other parties, an appropriate response in compliance with such request.

     (3) In addition to and without limiting the agreements of the parties
contained above, Purchaser and Seller shall

     (1) take promptly all actions reasonably necessary to make the filings
required of them or any of their Affiliates under the HSR Act,

     (2) comply at the earliest practicable date with any request for
additional information or documentary material received by the Company,
Purchaser, Seller or any of their Affiliates from the FTC or the DOJ pursuant
to the HSR Act or from any state Attorney General or other Governmental
Entity in connection with antitrust matters,

     (3) cooperate with each other in connection with any filing under the
HSR Act and in connection with resolving any investigation or other inquiry
concerning the Transactions commenced by the FTC, DOJ, any state Attorney
General or any other Governmental Entity,

     (4) use their commercially reasonable efforts to resolve such
objections, if any, as may be asserted with respect to the Transactions under
any antitrust law, and

     (5) advise the other parties promptly of any communication received by
such party from the FTC, DOJ, any state Attorney General or any other
Governmental Entity regarding any of the Transactions, and of any
understandings, undertakings or agreements (oral or written) such party
proposes to make or enter into with the FTC, DOJ, any state Attorney General
or any other Governmental Entity in connection with the Transactions.

Concurrently with the filing of notifications under the HSR Act or as soon
thereafter as practicable, Seller and Purchaser shall each request early
termination of the HSR Act waiting period.

     Section 1.56   Tax Matters. tc \l2 "Tax Matters.

     (1) Tax Returns.  Except as provided in Section 5.4(c),

     (1) Parent shall file or cause to be filed when due all Tax Returns that
are required to be filed by or with respect to the Company for taxable years
or periods ending on or before the Closing Date, and Parent shall remit (or
cause to be remitted), subject to Section 8.1(b), any Taxes due in respect of
such Tax Returns.

     (2) Purchaser shall file or cause to be filed when due all Tax Returns
that are required to be filed by or with respect to the Company for taxable
years or periods ending after the Closing Date, and Purchaser shall remit (or
cause to be remitted) any Taxes due in respect of such Tax Returns.

     (3) Any Tax Return required to be filed by Purchaser relating to any
Straddle Period shall be submitted (with copies of any relevant schedules,
work papers and other documentation then available) to Parent for Parent's
approval not less than 30 days prior to the Due Date for the filing of such
Tax Return, which approval shall not be unreasonably withheld.  Purchaser
shall prepare or have the Company prepare such returns in accordance with
past practice, if any, to the extent permissible under applicable law.

     (4) Upon the written request of Purchaser setting forth in reasonable
detail the computation of the amount owed, Parent shall pay to Purchaser, no
later than two (2) Business Days prior to the Due Date for the applicable Tax
Return, the Taxes for which Parent is liable pursuant to Section 8.1(b)(ii)
but which are payable with any Tax Return to be filed by Purchaser with
respect to any Straddle Period.

     (5) Within 120 days after the Closing Date, Purchaser shall cause the
Company to prepare and provide to Parent a package of Tax information
materials, including schedules and work papers, requested in writing by
Parent to enable Parent to prepare and file all Tax Returns required to be
prepared and filed by it pursuant to Section 5.4(a)(i).  Purchaser shall
prepare such package in good faith in a manner consistent with Parent's past
practice to the extent permissible under applicable law.

     (6) Parent may, in its sole and absolute discretion, amend any Tax
Return filed or required to be filed for any taxable years or periods ending
on or before the Closing Date, provided Parent indemnifies Purchaser and the
Company against any Taxes attributable to any taxable year or period that
results from such amendment and provided that any amendment shall not
increase the Incremental Tax Cost as defined in Section 5.4(j).

        (2) Computation of Tax Liabilities.

        (1) To the extent permitted or required by law or administrative
practice, (A) the taxable year of the Company which includes the Closing Date
shall be treated as closing on (and including) the Closing Date and,
notwithstanding the foregoing, (B) all transactions of the Company not in the
ordinary course of business occurring after the Closing, other than those
pursuant to plans adopted by the Company before the Closing, shall be
reported on Purchaser's consolidated United States federal income Tax Return
to the extent permitted by Treasury Regulation Section 1.1502-76(b)(1)(ii)(B)
and shall be similarly reported on other Tax Returns of Purchaser or its
Affiliates to the extent permitted by law.  For purposes of Sections
5.4(a)(i) and (a)(ii), where it is necessary to apportion between Parent and
Purchaser the Tax liability of the Company for a Straddle Period (which is
not treated under the immediately preceding sentence as closing on the
Closing Date), such liability shall be apportioned between the period deemed
to end at the close of the Closing Date, subject to Sections 8.1(b)(i) and
8.1(e)(i), and the period deemed to begin at the beginning of the day
following the Closing Date on the basis of an interim closing of the books,
except that Taxes (such as real property Taxes) imposed on a periodic basis
shall be allocated pro rata per diem.

     (2) In determining Parent's liability for a particular Tax pursuant to
this Agreement, Parent shall be credited with the amount of estimated Taxes
paid by or on behalf of the Company prior to the Closing with respect to that
particular Tax to the extent such Tax is credited by a Taxing Authority to
the relevant Tax period of the Company.  To the extent that Parent's
liability for a particular Tax for a taxable year or period is less than the
amount of any estimated Taxes paid prior to Closing by or on behalf of the
Company with respect to all or a portion of such taxable year or period,
Purchaser shall pay Parent the difference within two days of filing the Tax
Return relating to such Taxes, provided, however, that Purchaser's and the
Company's obligations shall be governed by Section 5.4(d)(i) to the extent
such estimated Taxes paid  prior to Closing entitle Purchaser or the Company
to a refund of Taxes.

     (3) Transfer Taxes.  All Transfer Taxes resulting directly from the
Transactions shall be borne equally by Purchaser and Seller.  Notwithstanding
the provisions of Section 5.4(a), which shall not apply to Tax Returns
relating to Transfer Taxes, any Tax Returns that must be filed in connection
with Transfer Taxes shall be prepared and filed when due by the party
primarily or customarily responsible under the applicable local law for
filing such Tax Returns, and such party will use its reasonable efforts to
provide such Tax Returns to the other party at least 10 days prior to the Due
Date for such Tax Returns.

     (4) Refunds.

         (1) Any Tax refund (including any interest in respect thereof)
received by Purchaser or the Company, and any amounts credited against Tax to
which Purchaser or the Company becomes entitled (including by way of any
amended Tax Returns or any carryback filing), that relate to any taxable
period, or portion thereof, ending on or before the Closing Date shall be for
the account of Parent, and Purchaser shall pay over to Parent any such refund
or the amount of any such credit within five days after receipt or
entitlement thereto.  For purposes of this Section 5.4(d), where it is
necessary to apportion a refund or credit between Purchaser and Parent for a
Straddle Period, such refund or credit shall be apportioned between the
period deemed to end at the close of the Closing Date and the period deemed
to begin at the beginning of the day following the Closing Date on the basis
of an interim closing of the Company's books, except that refunds or credits
of Taxes (e.g., real property Taxes) imposed on a periodic basis shall be
allocated pro rata per diem.

        (2) Purchaser shall cooperate, and cause the Company to cooperate, in
obtaining any Tax refund of Taxes of the Company for a period prior to the
Closing Date that Parent reasonably believes should be available, including,
without limitation, through filing appropriate forms with the applicable
Taxing Authorities, provided that such Tax refund request does not cause a
Tax detriment to the Company or Purchaser.

     (5) Certain Post-Closing Settlement Payments.

        (1) If the examination of any federal, state, local or other Tax
Return of Parent for any taxable period ending on or before the Closing Date
shall result (by settlement or otherwise) in any adjustment which permits
Purchaser or the Company to increase deductions, losses or tax credits or
decrease the income, gains or recapture of tax credits which would otherwise
(but for such adjustments) have been reported or taken into account
(including by way of any increase in basis) by Purchaser or the Company for
one or more periods ending after the Closing Date, Parent shall notify
Purchaser and provide it with adequate information so that Purchaser can
reflect on its or the Company's Tax Returns such increases in deductions,
losses or tax credits or decreases in income, gains or recapture of tax
credits within 30 days of such adjustment.  Purchaser shall pay to Parent,
within 30 days of the receipt of the amount of any Tax Benefits Actually
Realized to the extent of any additional Taxes and decrease in Tax Benefits
resulting from the adjustments to Parent's Tax Return.

        (2) If the examination of any federal, state, local or other Tax
Return of Purchaser or the Company for any taxable period ending after the
Closing Date shall result (by settlement or otherwise) in any adjustment
which permits Parent to increase deductions, losses or tax credits or
decrease the income, gains or recapture of tax credits which would otherwise
(but for such adjustments) have been reported or taken into account
(including by way of any increase in basis) by Parent for one or more periods
ending on or before the Closing Date, Purchaser shall notify Parent and
provide it with adequate information so that Parent can reflect on its Tax
Returns such increases in deductions, losses or tax credits or decreases in
income, gains or recapture of tax credits within 30 days of such adjustment.
Parent or Seller shall pay to Purchaser, within 30 days of the receipt of the
amount of any Tax Benefits Actually Realized to the extent of any additional
Taxes and decrease in Tax Benefits resulting from the adjustments to
Purchaser's or the Company's Tax Return.

     (6) Post-Closing Actions which Affect Parent's or Seller's Liability for
Taxes.

        (1) Purchaser shall not permit the Company to take any action with
respect to any Tax authority except for any actions contemplated or governed
by this Agreement (including the settlement of a Tax claim in accordance with
Section 8.2(b) and the actions contemplated by this Section 5.4) which could
increase Parent's or Seller's liability for Taxes (including any liability of
Parent or Seller to indemnify Purchaser for Taxes pursuant to this
Agreement).

        (2) None of Purchaser or any Affiliate of Purchaser shall (or shall
cause or permit the Company to) amend, refile or otherwise modify any Tax
Return relating in whole or in part to the Company with respect to any
taxable year or period ending on or before the Closing Date (or with respect
to any Straddle Period) without the prior written consent of Parent, which
consent may not be unreasonably withheld.

        (3) None of Purchaser or any Affiliate of Purchaser shall (or shall
cause or permit the Company to) carryback for Federal, state, local or
foreign tax purposes to any taxable period, or portion thereof, of the
Company, Parent, Seller or any of their Affiliates ending before, or which
includes, the Closing Date any operating losses, net operating losses,
capital losses, tax credits or similar items arising in, resulting from, or
generated in connection with a taxable year of Purchaser or any Affiliate of
Purchaser, or portion thereof, ending on or after the Closing Date.

     (7) Termination of Existing Tax Sharing Agreements.  Any and all
existing Tax sharing agreements or arrangements, written or oral, between
Parent and the Company, shall terminate as of the Closing.

     (8) Assistance and Cooperation.  After the Closing Date, each of Parent
and Purchaser shall (and shall cause their respective Affiliates to):

        (1) timely sign and deliver such certificates or forms as may be
necessary or appropriate to establish an exemption from (or otherwise
reduce), or file Tax Returns or other reports with respect to, Transfer
Taxes;

        (2) assist the other party in preparing any Tax Returns which such
other party is responsible for preparing and filing in accordance with
Section 5.4(a);

        (3) cooperate fully in preparing for any audits of, or disputes with
Taxing Authorities regarding, any Tax Returns of the Company;

        (4) make available to the other and to any Taxing Authority as
reasonably requested in connection with any Tax Return described in Section
5.4(a) or any proceeding described in Section 8.2(b), all information
relating to any Taxes or Tax Returns of the Company; and

        (5) furnish the other with copies of all correspondence received from
any Taxing Authority in connection with any Tax audit or information request
with respect to any such taxable period.

Notwithstanding the foregoing or any other provision in this Agreement, none
of Purchaser, Parent nor Seller, nor any of their Affiliates, shall have the
right to receive or obtain any information relating to Taxes of Purchaser,
Parent or Seller, any of their Affiliates, or any of their predecessors other
than information relating to the Company.

     (9) Interest.  All amounts due and payable by one party to this
Agreement to another party to this Agreement pursuant to any provision of
this Section 5.4 shall bear interest at the rate described under Section
6621(a)(1) of the Code, compounded daily, if not paid when due.

    (10) Section 338(h)(10).  (i)  At the request of Purchaser, Parent and
Seller agree to cooperate with Purchaser in making or causing to be made (and
in determining the cost of making or causing to be made) a timely election
(the "Section 338(h)(10) Election") under Section 338(h)(10) of the  Code
with respect to the purchase by Purchaser of the Shares and to file such
Section 338(h)(10) Election in the manner required by applicable U.S.
Treasury Regulations.  Parent, Seller and Purchaser will make, at Purchaser's
request, such other similar elections as may be necessary for state income
tax purposes, and for purposes of this Agreement, the term "Section
338(h)(10) Election" shall be deemed to include any such state income tax
elections.  If any Section 338(h)(10) Election is made by Parent, Seller and
Purchaser, Purchaser shall pay to Seller any Incremental Tax Cost of the
Section 338(h)(10) Election.  For purposes of this Agreement, "Incremental
Tax Cost" shall mean (A) any fees, expenses or costs incurred by Parent,
Seller, and the Company in connection with the Section 338(h)(10) Election;
(B) the excess, if any, of (I) the actual combined U.S. federal, state and
local income Tax liability of Parent, Seller and the Company attributable to
the Section 338(h)(10) Election over (II) the actual combined U.S. federal,
state and local income Tax liability that Parent and Seller would have
incurred as a result of the sale of the Shares if no Section 338(h)(10))
Election had been made; and (C) any additional Taxes imposed on Parent or
Seller attributable to the receipt of payments pursuant to this Section
5.4(j). (ii) Purchaser shall not make any election under Section 338 of the
Code (or any comparable provision of state, local or foreign law) other than
the Section 338(h)(10) Election, except for any such election deemed to be
made in any jurisdiction by reason of the making of the Section 338(h)(10)
Election.  (iii) After the Closing, if Purchaser notifies or has notified
Parent in writing that it intends to make the Section 338(h)(10) Election,
Parent and Purchaser shall use commercially reasonable efforts to agree to an
allocation of the Modified Aggregate Deemed Sale Price (as defined under
applicable Treasury Regulations) among the assets of the Company within 60
days after the Closing Date;  provided, however, that if Parent and Purchaser
shall not have agreed on such allocation by the sixtieth day following the
Closing Date, such allocation shall be made in accordance with the appraisal
of a recognized appraisal firm chosen and retained by mutual agreement of
Purchaser and Parent, the fees and expenses of which shall be paid one-half
by Parent and one-half by Purchaser.  Parent, Purchaser and the Company shall
reflect such allocation in all applicable Tax Returns filed by any of them.
None of Parent, Purchaser nor the Company shall take a position before any
Taxing Authority or otherwise (including in any Tax Return) inconsistent with
such allocation.

    (11) Section 1.1502-20(g).  None of Parent, Seller or any affiliate
of either shall make any elections under U.S. Treasury Regulations section
1.1502-20(g).

     Section 1.57  Publicity tc \l2 "Publicity .  Purchaser and Parent shall
each issue an initial press release with respect to the execution of this
Agreement after prior consultation with the parties hereto.  Thereafter,
until the Closing, or the date the Transactions are terminated or abandoned
pursuant to Article VII, none of Parent, Seller, the Company, Purchaser or
any of their respective Affiliates shall issue or cause the publication of
any press release or other public announcement with respect to this Agreement
or the Transactions without prior consultation with the other party, except
as may be required by law or by any listing agreement with a national
securities exchange or trading market.

     Section 1.58  Employees; Employee Benefits tc \l2 "  Employees; Employee
Benefits.

       (1) Immediately prior to the Closing, Parent and Seller shall, and
shall cause any of their Affiliates if necessary to, transfer to the Company
each person who was actively employed and working primarily for the Company
immediately prior to the Closing (the "Employees").  Section 5.6(a) of the
Disclosure Schedule lists each such Employee as of the date hereof.  Prior to
Closing, Seller shall cause all account balances and other interests of
Employees under Parent's 401K plan to be fully vested as of the Closing Date.
The Company shall assume all liabilities and obligations relating to or
arising out of the Employees' employment prior to the Closing; provided,
however, that (i) the Company shall not assume any liabilities or obligations
pursuant to any employee benefit plan (as defined in Section 3(3) of ERISA),
compensation or incentive plan sponsored, maintained or contributed to by any
entity other than the Company; and (ii) the Company shall not assume any
liabilities or obligations related to the Employees which have not been
accrued on the Closing Balance Sheet, set forth in Section 5.6(a)(i)(4) of
the Disclosure Schedule or any employment, severance or change of control
agreements or arrangement not listed on Section 3.15(c) of the Disclosure
Schedule.  Except as expressly assumed in the previous sentence, Seller and
Parent shall remain liable and indemnify Purchaser and/or the Company, for
all liabilities and obligations relating to or arising out of Employee's
employment prior to the Closing.  Without limiting the foregoing, Purchaser
hereby assumes and agrees to perform each of the agreements set forth in
Section 3.15(c) of the Disclosure Schedule in the same manner and to the same
extent that Parent, Seller or the Company would be required to perform it
whether or not the Transactions occurred, such assumption to be effective as
of the Closing.

       (2) On and after the Closing, until at least the first anniversary of
the Closing, Purchaser shall cause the Company to provide the Employees with
salaries, incentive opportunities and benefit plans, programs and
arrangements no less favorable in the aggregate than those provided as of the
date hereof by Seller and the Company or, at Purchaser's option, no less
favorable in the aggregate than those provided to similarly situated
employees of Purchaser.

      (3) If any Employee becomes a participant in any employee benefit plan,
practice or policy of Purchaser or any of its Affiliates, such Employee shall
be given credit, for purposes of determining eligibility and vesting, under
such plan for all service prior to the Closing Date with the Company or any
predecessor employer (to the extent such credit was given by Seller, the
Company or any predecessor employer), and all service with the Company or
Purchaser following the Closing Date but prior to the time such employee
becomes such a participant; provided, however, such service need not be
credited to the extent it would result in a duplication of benefits,
including benefit accrual under defined benefit plans, or would constitute a
violation of the terms of any of Purchaser's plans.  Such service also shall
apply for purposes of satisfying any waiting periods, evidence of
insurability requirements, or the application of any preexisting condition
limitations.  Employees shall be given credit for amounts paid under a
corresponding benefit plan during the same period for purposes of applying
deductibles, copayments and out-of-pocket maximums as though such amounts had
been paid in accordance with the terms and conditions of the comparable
Purchaser employee benefit plan.

      (4) If any Employee is discharged by the Company after the Closing,
then Purchaser shall be responsible for all severance costs, if any, for such
Employee incurred by the Purchaser under the Company's severance plan.
Purchaser shall be responsible and assume all liability for all notices or
payments due to any Employees, and all notices, payments, fines or
assessments due to any Governmental Entity, pursuant to any applicable
foreign, federal, state or local law, common law, statute, rule or regulation
with respect to the discharge or layoff of Employees by the Company as of the
Closing, including the WARN Act and any rules or regulations as have been
issued in connection with the foregoing.  Purchaser acknowledges and agrees
that any employment loss within the meaning of the WARN Act suffered by any
Employee on or within the 90 day period following the Closing shall have been
caused by Purchaser's decision not to continue the employment of such
Employee, and shall not have been caused as a result of the sale of the
Shares of the Company pursuant to this Agreement.  For purposes of this
Agreement, the Closing Date is and shall be the same as the "effective date"
within the meaning of the WARN Act.

     Section 1.59  Transition Services Agreement; Lease Agreement tc \l2
"Transition Services Agreement; Lease Agreement .  Purchaser and Seller agree
(a) to negotiate in good faith a Transition Services Agreement containing the
terms set forth on Exhibit A, and (b) to execute and deliver such Transition
Services Agreement and the Lease Agreement (substantially in the form
attached hereto as Exhibit B) at Closing.

     Section 1.60   Intercompany Arrangements; Accounts Receivable tc \l2
"Intercompany Arrangements; Accounts Receivable.

     (1) On or prior to the Closing Date, all intercompany accounts owing by
the Company, on the one hand, to the Seller and its Affiliates (excluding the
Company), on the other hand, shall be converted into equity without any
payment of funds in connection therewith.  Notwithstanding the foregoing,
prior to the Closing any existing cash balance on the Company's books will be
transferred to Seller and the MCF Note will be cancelled.  In addition,
except as otherwise ex-pressly contemplated by this Agreement or as set forth
in Section 5.8 of the Disclosure Schedule, all agreements and commitments,
whether written, oral or otherwise, which are solely between the Company, on
the one hand, and Seller and its Affiliates (excluding the Company), on the
other hand, including, without limitation, any intercompany notes to Seller,
shall be terminated and of no further effect, simultaneously with the Closing
without any further action or liability on the part of the parties thereto.

      (2) Prior to the Closing, the Company shall repurchase all outstanding
accounts receivable previously sold to MCF (the "MCF Receivables"), which
shall be reflected on the Preliminary Closing Balance Sheet and the Closing
Balance Sheet at a price equal to their face amount net of reserves, and the
MCF Note will be cancelled.  The receivables shall be included in all
calculations of Working Capital pursuant to Section 1.3.

     Section 1.61  Maintenance of Books and Records tc \l2 "Maintenance of
Books and Records.  Each of the parties hereto shall preserve, until at
least the third anniversary of the Closing Date, all pre-Closing Date records
possessed or to be possessed by such party relating to the Company.  After
the Closing Date and up until at least the third anniversary of the Closing
Date, upon any reasonable request from a party hereto or its representatives,
the party holding such records shall (a) provide to the requesting party or
its representatives reasonable access to such records during normal business
hours and (b) permit the requesting party or its representatives to make
copies of such records, in each case at no cost to the requesting party or
its representatives (other than for reasonable out-of-pocket expenses);
provided, however, that nothing herein shall require either party to disclose
any information to the other if such disclosure would jeopardize any
attorney-client or other legal privilege or contravene any applicable law.
Such records may be sought under this Section for any reasonable purpose,
including to the extent reasonably required in connection with the audit,
accounting, tax, litigation, federal securities disclosure or other similar
needs of the party seeking such records.

     Section 1.62  Seller's Trademarks and Logos tc \l2 "Seller's Trademarks
and Logos. Notwithstanding anything to the contrary contained in this
Agreement, it is expressly agreed that (a) with the exception of (i) all of
Parent's and Seller's Intellectual Property Rights in "MOCA", (ii) any right
of the Company to use third party Intellectual Property, where such right is
primarily used and reasonably necessary to conduct the business of the
Company as presently conducted or as currently proposed to be conducted,
other than as set forth in Section 3.23 or 5.10 of the Disclosure Schedule,
and (iii) any Copyright that is exclusively used, and any Masks and Trade
Secrets to the extent currently used, in the business of the Company, other
than as set forth in Section 5.10 of the Disclosure Schedule, Parent and
Seller retain all rights, title and interest in all Company Intellectual
Property, (b) Purchaser is not purchasing, acquiring or otherwise obtaining,
and the Company will not be entitled to retain following the Closing Date,
any right, title or interest in any Trademarks employing Parent's or Seller's
name or any part or variation of such names or anything confusingly similar
thereto and (c) neither the Company nor Purchaser or its Affiliates shall
make any use of or display Parent's or Seller's Trademarks from and after the
Closing, in each case, other than in connection with (i) advertising
materials, forms and similar materials in existence or on order on the
Closing Date bearing such names or Trademarks and (ii) branding and marketing
the Company's new name, Trademarks and other Intellectual Property; provided,
however, Purchaser agrees to and agrees to cause the Company to discontinue
such use as soon as practicable but in no event later than 120 days after the
Closing Date.  In addition, Purchaser will do all things reasonably necessary
including, without limitation, signing any documentation to perfect Parent's
or Seller's exclusive ownership rights in their Trademarks at any time after
the Closing.  Purchaser shall change the name of the Company at the Closing
to a name which shall not include "Merisel."  On and after the Closing,
Parent, Seller and their Subsidiaries shall not use the name "Open Computing
Alliance" as a trademark, service mark, trade name or corporate name in
connection with their businesses.

     Section 1.63   Insurance Policies tc \l2 "Insurance Policies.

     (1) Except as provided in subsection (b), Purchaser shall not, and shall
cause Purchaser's Affiliates (including the Company after the Closing) not
to, assert, by way of claim, action, litigation or otherwise, any right to
any Insurance Policy or any benefit under any such Insurance Policy.  Seller
and its Affiliates (other than the Company) shall retain all right, title and
interest in and to the Insurance Policies, including the right to any credit
or return premiums due, paid or payable in connection with the termination
thereof.

         (b) The Company shall retain all rights under any state workers'
compensation policy the premiums of which were paid directly by the Company
prior to the Closing.

     Section 1.64   No Solicitation tc \l2 "No Solicitation.

(1) Parent and Seller will, and will use their reasonable efforts to cause
their respective Affiliates to, immediately cease any existing discussions
and negotiations with any parties conducted up to the date of this Agreement
with respect to any proposal relating to an Acquisition Transaction (as
defined below).  Parent and Seller agree that, before the Closing, they will
not, and will not authorize or knowingly permit any of their respective
subsidiaries or any of their or their subsidiaries' directors, officers or
employees to, and will use their reasonable best efforts to cause their
respective agents and representatives not to, solicit, initiate, facilitate
or encourage (including by way of furnishing or disclosing non-public
information) any inquiries or the making of any proposal with respect to any
acquisition of all or a significant portion of the Company by means of a
merger, consolidation or other business combination involving the Company or
acquisition of all or a significant portion of the assets or capital stock of
the Company (an "Acquisition Transaction") or negotiate, explore or otherwise
engage in substantive communications with any person (other than Purchaser or
its directors, officers, employees, agents and representatives) with respect
to any Acquisition Transaction, or enter into any agreement, arrangement or
understanding requiring Seller to abandon, terminate or fail to consummate
the Transactions.


      (2) Notwithstanding the foregoing, nothing contained in this Agreement
will prohibit Parent or Seller from (i) soliciting, providing information
with respect to or agreeing to or engaging in any transactions involving
Parent, Seller or any of their respective subsidiaries other than the Company
(a "Parent Transaction"), provided, however, that a Parent Transaction shall
not include any stock of the Company or any assets of the Company, or (ii)
furnishing information to, or entering into discussions or negotiations with,
any person or entity in connection with any inquiries or the making of an
unsolicited bona fide proposal with respect to any acquisition of all or
substantially all of Parent by means of a merger, consolidation or other
business combination involving Parent or an acquisition of all or a
substantially all of the assets or capital stock of Parent, which may include
the stock or assets of the Company (an "Entire Parent Transaction"), from any
person or entity; provided, however, that Seller will promptly communicate to
Purchaser the terms of any such proposal related to an Entire Parent
Transaction (including the maker thereof) which it may receive and keep
Purchaser informed of the status and material information with respect to
such discussions or negotiations.  Nothing in this Section 5.12(b) shall (x)
permit Parent or Seller to terminate this Agreement (except as specifically
provided in Section 7.2), (y) permit Parent or Seller to enter into any
agreement with respect to an Entire Parent Transaction for so long as this
Agreement remains in effect (it being agreed that for so long as this
Agreement remains in effect, Seller shall not enter into any agreement with
any Person or group that provides for, or in any way facilitates, an Entire
Parent Transaction (other than a confidentiality agreement under the
circumstances described above)), or (z) affect any other obligation of Parent
and Seller under this Agreement.

     Section 1.65   Noncompetition; No Raid tc \l2 "Noncompetition; No Raid.

      (1) Parent and Seller will, for a period of one (1) year from the
Closing Date, refrain from, either alone or in conjunction with any other
Person, or directly or indirectly through its present or future Subsidiaries,
employing, engaging or seeking to employ or engage any Person employed on or
after the date hereof and who, to the knowledge of Parent or Seller, within
the prior six (6) months of any employment by Parent or Seller had been an
officer or employee of the Company or otherwise was actively employed and
working primarily for the Company at any time during such period.

      (2) Except as contemplated by this Agreement, the Company will, for a
period of one (1) year from the Closing Date, refrain from, either alone or
in conjunction with any other Person, or directly or indirectly through its
present or future Subsidiaries, employing, engaging or seeking to employ or
engage any Person employed on or after the date hereof and who, to the
knowledge of Purchaser within the prior six (6) months of any employment by
the Company had been an officer or employee of the Parent or Seller or
otherwise was actively employed and working primarily for Parent or Seller at
any time during such period.

      (3) Neither Parent, Seller nor any of their Subsidiaries will, for a
period of two (2) years from the Closing Date, (i) cause or attempt to cause
Sun to terminate or reduce its business with the Company, (ii) sell or
distribute any product bearing any Trademark of Sun where Sun requires the
reseller to be an authorized Sun reseller or (iii) acquire an interest in any
entity engaged in the sale or distribution of any such product, including as
a partner, stockholder, officer, director, principal, agent, trustee or
consultant, other than through the ownership of five percent or less of any
class of securities registered under the Exchange Act.

      (4) The parties hereto recognize that the laws and public policies of
the various states of the United States may differ as to the validity and
enforceability of covenants similar to those set forth in this Section 5.13.
It is the intention of the parties that the provisions of this Section 5.13
be enforced to the fullest extent permissible under the laws and policies of
each jurisdiction in which enforcement may be sought, and that the
unenforceability (or the modification to conform to such laws or policies) of
any provisions of this Section 5.13 shall not render unenforceable, or
impair, the remainder of the provisions of this Section 5.13.  Accordingly,
if any provision of this Section 5.13 shall be determined to be invalid or
unenforceable, such invalidity or unenforceability shall be deemed to apply
only with respect to the operation of such provision in the particular
jurisdiction in which such determination is made and not with respect to any
other provision or jurisdiction.

      (5) The parties hereto acknowledge and agree that any remedy at law for
any breach of the provisions of this Section 5.13 would be inadequate, and
Seller hereby consents to the granting by any court of an injunction or other
equitable relief, without the necessity of actual monetary loss being proved,
in order that the breach or threatened breach of such provisions may be
effectively restrained.

     Section 1.66  Employment Agreements. tc \l2 "Employment Agreements.
Prior to Closing, Purchaser shall offer to those employees identified in
Section 5.14 of the Disclosure Schedule employment agreements with the
Company on terms no less favorable, in the aggregate, than, and with
substantially the same job description and at the same job location as, their
current employment arrangements.

     Section 1.67  Removal as Guarantor. tc \l2 "Removal as Guarantor.
Parent and Seller shall take all necessary actions to have the Company
removed as a guarantor under all agreements, including the agreement listed
in Section 3.28 of the Disclosure Schedule in favor of Bank of America, N.A.

     Section 1.68  Use of Proceeds tc \l2 "Use of Proceeds.  For a period of
6 months after the Closing, neither Seller nor Parent will use the proceeds
of the Purchase Price to pay dividends on or repurchase any Parent common
stock.

     Section 1.69   Additional License. tc \l2 "Additional License.  As of
the Closing Date, Seller and the Company shall grant the other the rent-free
right, license and privilege for the Persons listed on Section 5.17 of the
Disclosure Schedule to use and occupy the space listed thereon.

     Section 1.70   Cooperation tc \l2 "Cooperation.  Promptly after the
date hereof, Purchaser and Seller shall work together to restore the
Company's credit line with Sun.

     Section V.19   tc \l2 " Section V.19   Seller's Lease. During the term
of the Lease Agreement, Seller shall pay all rent that is due pursuant to
that certain lease between Seller and Raytheon Company (as described in the
Lease Agreement) and Seller shall not violate any terms or conditions under
such lease which would permit Raytheon Company to terminate such lease
pursuant to its terms; provided, however, that Purchaser is not in default
under the terms of the Lease Agreement.

     ARTICLE VI

CONDITIONS tc \l1 " ARTICLE VI
CONDITIONS

     Section 1.71   Conditions to Each Party's Obligation to Effect the
Closing tc \l2 "Conditions to Each Party's Obligation to Effect the Closing .
The respective obligation of each party to effect the Closing shall be
subject to the satisfaction at or prior to the Closing Date of each of the
following conditions:

      (1) Statutes; Court Orders.  No statute, rule or regulation shall have
been enacted or promulgated by any Governmental Entity which prohibits the
consummation of the Closing; and there shall be no order or injunction of a
court of competent jurisdiction in effect precluding consummation of the
Closing, provided, however, that the parties shall use their reasonable
efforts to have any such order or injunction vacated or lifted;

     (2) HSR Approval.  The applicable waiting period under the HSR Act shall
have expired or been terminated;

     (3) Consents Obtained.  All material consents of any Person necessary to
the consummation of the Closing and the other Transactions, including
consents from parties to loans, contracts, leases or other agreements,
consents from Governmental Entities, and consents set forth in Section 6.1(c)
of the Disclosure Schedule shall (i) have been obtained, (ii) be in form and
substance reasonably satisfactory to Purchaser and Seller and (iii) be in
full force and effect; and

     (4) Transition Services Agreement; Lease Agreement.  Purchaser and
Seller shall have executed (i) a Transition Services Agreement in form and
substance reasonably acceptable to Seller and Purchaser and (ii) the Lease
Agreement substantially in the form attached as Exhibit B.

     Section 1.72   Conditions to Obligations of Purchaser to Effect the
Closing tc \l2 "Conditions to Obligations of Purchaser to Effect the Closing.
The obligations of Purchaser to consummate the Closing shall be subject to
the satisfaction on or prior to the Closing Date of each of the following
conditions:

      (1) Government Action. There shall not be threatened or pending any
suit, action or proceeding by any Governmental Entity

      (1) seeking to restrain or prohibit the consummation of the Closing or
the performance of any of the other Transactions, or seeking to obtain from
Seller or Purchaser any damages that are material in relation to the Company,
or

      (2) seeking to impose limitations on the ability of Purchaser
effectively to exercise full rights of ownership of the Shares, including the
right to vote the Shares.

      (2) Representations and Warranties.  All of the representations and
warranties of Parent and Seller set forth in this Agreement that are
qualified as to materiality shall be true and complete and any such
representations and warranties that are not so qualified shall be true and
complete in all material respects, in each case as of the date of this
Agreement and as of the Closing Date (or if made as of a specified date, only
as of such date), and Purchaser shall have received a certificate signed by
an authorized officer of Parent and Seller to such effect.

      (3) Parent or Seller Breach. Parent and Seller shall not have failed to
perform in any material respect any obligation or to comply in any material
respect with any covenant of Parent or Seller to be performed or complied
with by it under this Agreement, and Purchaser shall have received a
certificate signed by an authorized officer of Parent and Seller to such
effect.

      (4) Termination.  This Agreement shall not have been terminated in
accordance with its terms.

      (5) Receivables.  Evidence reasonably satisfactory to Purchaser that
the Company has repurchased the MCF Receivables free and clear of all
Encumbrances shall have been provided to Purchaser.

      (6) Employment Agreements.  Purchaser shall have entered into
employment agreements with the employees identified on Section 5.14 of the
Disclosure Schedule on terms consistent with Section 5.14.

      (7) Sun. The Company's status and business relationship with Sun shall
not have been terminated or materially changed and Parent or Seller shall not
have received notice of termination thereof.

      (8) Company as Guarantor.  The Company shall not be a guarantor under
any agreement, including the agreement listed in Section 3.28 of the
Disclosure Schedule in favor of Bank of America, N.A.

     Section 1.73   Conditions to Obligations of Parent and Seller to Effect
the Closing tc \l2 "Conditions to Obligations of Parent and Seller to Effect
the Closing .  The obligations of Parent and Seller to consummate the Closing
shall be subject to the satisfaction on or prior to the Closing Date of each
of the following conditions:

      (1) Government Action. There shall not be threatened or pending any
suit, action or proceeding seeking to restrain or prohibit the consummation
of the Closing or the performance of any of the other Transactions, or
seeking to obtain from Seller any damages that are material in relation to
the Company.

      (2) Representations and Warranties.  All of the representations and
warranties of Purchaser set forth in this Agreement that are qualified as to
materiality shall be true and complete and any such representations and
warranties that are not so qualified shall be true and complete in all
material respects, in each case as of the date of this Agreement and as of
the Closing Date (or if made as of a specified date, as of such date), and
Seller shall have received a certificate signed by an authorized officer of
Purchaser to such effect.

      (3) Purchaser Breach. Purchaser shall not have failed to perform in any
material respect any obligation or to comply in any material respect with any
covenant of Purchaser to be performed or complied with by it under this
Agreement, and Seller shall have received a certificate signed by an
authorized officer of Purchaser to such effect.

      (4) Termination.  This Agreement shall not have been terminated in
accordance with its terms.

      (5) Receivables.  The Company shall have repurchased the MCF
Receivables.


     ARTICLE VII

TERMINATION tc \l1 " ARTICLE VII
TERMINATION

     Section 1.74  Survival of Representations and Warranties tc \l2
"Survival of Representations and Warranties .  The representations and
warranties contained in this Agreement and in any certificate or other
writing delivered pursuant hereto shall survive until (but not beyond) the
fifteen month anniversary of the Closing Date, except that the
representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.5, 3.6,
3.7, 3.19, 3.21, 3.22, 3.35, 4.1, 4.2, 4.4, 4.7 and 4.8 shall survive until
the expiration of the applicable statute of limitations (including all
periods of extension, whether automatic or permissive).  This Section 7.1
shall not limit any covenant or agreement of the parties which by its terms
contemplates performance after the Closing.

     Section 1.75   Termination tc \l2 "Termination.  The Transactions may
be terminated or abandoned at any time prior to the Closing Date:

      (1) By the mutual written consent of Purchaser, Parent and Seller;

      (2) By Purchaser, Parent or Seller if any Governmental Entity shall
have issued an order, decree or ruling or taken any other action (which
order, decree, ruling or other action the parties hereto shall use their
commercially reasonable efforts to lift) which permanently restrains, enjoins
or otherwise prohibits the acquisition by Purchaser of the Shares and such
order, decree, ruling or other action shall have become final and non-
appealable;

      (3) By any party if  the Closing shall not have occurred on or prior to
December 31, 2000 (or such later date as is agreed to by Seller and
Purchaser), and such party is not in breach of this Agreement at the time
such party terminates this Agreement;

      (4) By Parent or Seller if Purchaser shall have breached any of its
representations, warranties, covenants or other agreements contained in this
Agreement that are qualified as to materiality or breached in any material
respect any of its representations, warranties, covenants or other agreements
contained in this Agreement that are not so qualified, which breach cannot be
or has not been cured within 30 days after the giving of written notice by
Parent or Seller to Purchaser specifying such breach or would give rise to
the failure of a condition set forth in Article VI;

      (5) By Purchaser if Parent or Seller shall have breached any of their
respective representations, warranties, covenants or other agreements
contained in this Agreement that are qualified as to materiality or breached
in any material respect any of their respective representations, warranties,
covenants or other agreements contained in this Agreement that are not so
qualified, which breach cannot be or has not been cured within 30 days after
the giving of written notice by Purchaser to the breaching party specifying
such breach or would give rise to the failure of a condition set forth in
Article VI; or

      (6) By Parent, if the Board of Directors of Parent shall concurrently
approve, and Parent shall concurrently enter into, a definitive agreement
providing for an Entire Parent Transaction provided, however, that prior to
any such termination (i) Seller shall have complied with the provisions of
Section 5.12(b) and shall have promptly notified Purchaser of its intention
to terminate this Agreement and enter into a definitive agreement providing
for an Entire Parent Transaction at least forty-eight (48) hours prior to
Parent's or Seller's public announcement of Parent's termination of this
Agreement, (ii) the Board of Directors of Parent shall have determined in
good faith that approving and entering into an agreement in connection with
and consummating such Entire Parent Transaction is in the best interests of
Parent's stockholders, and (iii) Parent shall have made (or simultaneously
with such termination shall make) the payment required by Section 7.4.

     Section 1.76   Effect of Termination tc \l2 "Effect of Termination .  In
the event of the termination or abandonment of the Transactions by any party
hereto pursuant to the terms of this Agreement, written notice thereof shall
forthwith be given to the other party or parties specifying the provision
hereof pursuant to which such termination or abandonment of the Transactions
is made, and there shall be no liability or obligation thereafter on the part
of Purchaser or Seller except (a) for fraud or for willful breach of this
Agreement prior to such termination or abandonment of the Transactions and
(b) as set forth in Sections 7.4 and 10.1.

     Section 1.77  Termination Fee tc \l2 "Termination Fee.  If Parent
terminates this Agreement pursuant to Section 7.2(f) and if Parent or Seller
is not at that time entitled to terminate this Agreement pursuant to Section
7.2(b), (c) or (d), Parent shall have paid or simultaneously with such
termination shall pay to Purchaser a termination fee of $5,500,000.

     ARTICLE VIII

INDEMNIFICATION tc \l1 " ARTICLE VIII
INDEMNIFICATION

     Section 1.78   Indemnification; Remedies tc \l2 "Indemnification;
Remedies.

      (1) Parent and Seller, jointly and severally, shall indemnify, defend
and hold harmless Purchaser from and against and in respect of all Purchaser
Losses (net of the amount of any Tax Benefits Actually Realized by Purchaser
or the  Company as a result of the payment or accrual of Purchaser Losses to
the extent such amount exceeds the amount of any decrease in Tax Benefits
Actually Realized as a result of the payment or accrual of such Purchaser
Losses).

      (2) Parent and Seller, jointly and severally, shall indemnify and hold
Purchaser harmless from and against the following (net of the amount of any
Tax Benefits Actually Realized by Purchaser or the Company as a result of the
payment or accrual of (i) or (ii) below to the extent such amount exceeds the
amount of any decrease in Tax Benefits Actually Realized as a result of the
payment or accrual of (i) or (ii) below):

      (1) any liability for income Taxes imposed on the Company for any
period ending on or before the Closing Date as a member of the "affiliated
group" (within the meaning of Section 1504(a) of the Code) of which Parent
(or any predecessor or successor) is the common parent that arises under
Treasury Regulation Section 1.1502-6(a) or comparable provisions of foreign,
state or local law;

      (2) any liability for Taxes imposed on the Company, or for which the
Company may otherwise be liable, for any taxable year or period that ends on
or before the Closing Date and, with respect to any Straddle Period, the
portion of such Straddle Period deemed to end on and include the Closing
Date; and

      (3) reasonable attorney's fees and expenses and reasonable accountants'
fees and expenses incurred in the investigation or defense of any claim for
indemnification or defense arising out of this Section 8.1(b) or in
asserting, preserving or enforcing any of the rights of Purchaser arising
under this Section 8.1(b).  Provided, however, that notwithstanding anything
to the contrary in this Agreement, Parent and Seller shall not be liable for
and shall not indemnify Purchaser (or its Subsidiaries and Affiliates) for
any Excluded Taxes or any amounts described in Section 8.1(b)(iii) that are
attributable to Excluded Taxes.

      (3) Parent and Seller, jointly and severally, shall indemnify, defend
and hold harmless Purchaser from and against and in respect of all Losses
arising out of or relating to any violation by the Company of, or any
liability arising from any act or omission by the Company under, any
Environmental Law with respect to facts, circumstances, conditions, omissions
or events occurring or existing in whole or in part before the Closing Date
(net of the amount of any Tax Benefit Actual Realized by Purchaser or the
Company as a result of the payment or accrual of such Losses to the extent
such amount exceeds the amount of any decrease in Tax Benefits Actually
Realized as a result of the payment or accrual of such Losses).

      (4) Purchaser shall indemnify, defend and hold harmless Parent and
Seller from and against and in respect of all Seller Losses (net of the
amount of any Tax Benefits Actually Realized by Parent or Seller as a result
of the payment or accrual of Parent or Seller Losses to the extent such
amount exceeds the amount of any decrease in Tax Benefits Actually Realized
as a result of the payment or accrual of such Losses).

     (5) Purchaser shall indemnify and hold Parent, Seller and their
respective Subsidiaries and Affiliates harmless from and against (net of the
amount of any Tax Benefits Actually Realized by Seller as a result of the
payment or accrual of (i)-(iv) below to the extent such amount exceeds the
amount of any decrease in Tax Benefits Actually Realized as a result of the
payment or accrual of such Losses):

      (1) Taxes imposed on the Company for any taxable year or period that
begins after the Closing Date and, with respect to any Straddle Period, the
portion of such Straddle Period deemed to begin after the Closing Date;

      (2) Excluded Taxes;

      (3) any Incremental Tax Cost; and

          (iv) reasonable attorney's fees and expenses and reasonable
accountants' fees and expenses incurred in the investigation or defense of
any claim for indemnification or defense arising out of this Section 8.1(e)
or in asserting, preserving or enforcing any of the rights of Parent or
Seller arising under this Section 8.1(e).

     (6) Parent's and Seller's indemnification obligations under Sections
8.1(a),  8.1(b) and 8.1(c) shall be subject to each of the following limita-
tions:

      (1) Parent's and Seller's indemnification obligations relating to (A)
Purchaser Losses based on a breach of a representation or warranty shall
survive until the expiration of the applicable period set forth in Section
7.1 and (B) Tax claims and Environmental Claims shall survive until the
expiration of the applicable statute of limitations (including all periods of
extension, whether automatic or permissive).  No claim for the recovery of
any such claims may be asserted by any Purchaser Indemnified Person after the
expiration of the applicable indemnification period; provided, however, that
claims first asserted in writing by any Purchaser Indemnified Person with
reasonable specificity prior to the expiration of the applicable
indemnification period shall not thereafter be barred by the expiration of
the applicable indemnification period.  This Section 8.1 shall not limit any
covenant or agreement of the parties that contemplates performance after the
Closing.

      (2) In no event shall Parent's and Seller's combined aggregate
liability to Purchaser under this Agreement for breaches of representations
or warranties, whether pursuant to this Article VIII or otherwise, exceed the
Purchase Price.

      (3) Parent and Seller shall not be required to make any payment to
Purchaser pursuant to Section 8.1(a) with respect to indemnification obliga-
tions for breaches of representations or warranties until Purchaser's Losses
pursuant to such sections shall exceed $250,000 in the aggregate.

      (4) In no event shall Parent or Seller have any indemnification
obligations pursuant to this Article VIII for breach of any representations,
warranties, covenants or agreements in this Agreement if written notice of
such breach is given to Purchaser prior to or at the Closing.

      (7) Purchaser's indemnification obligations relating to Seller Losses
based on a breach of a representation or warranty shall survive until the
expiration of the applicable period set forth in Section 7.1.  No claim for
the recovery of any such claims may be asserted by any Seller Indemnified
Person after the expiration of the applicable indemnification period;
provided, however, that claims first asserted in writing by any Seller
Indemnified Person with reasonable specificity prior to the expiration of the
applicable indemnification period shall not thereafter be barred by the
expiration of the applicable indemnification period.  This Section 8.1 shall
not limit any covenant or agreement of the parties that contemplates
performance after the Closing.

      (8) Any payment required to be made pursuant to Sections 8.1(a)- (e)
shall be made within 30 days after written request therefor is received.  All
amounts due under any provision of Sections 8.1(a)-(e) shall bear interest at
the rate described under Section 6621(a)(1) of the Code, compounded daily if
not paid when due.

     Section 1.79   Notice of Claim; Defense tc \l2 "Notice of Claim; Defense.


     (1) Purchaser shall give Parent and Seller prompt notice of any third-
party claim (other than claims arising out of any pending or threatened
audit, notice of deficiency, proposed adjustment, assessment, examination or
other admin-istrative or court proceeding, suit, dispute or other claim which
could affect the liability for Taxes of Parent or Seller) that may give rise
to any indemnification obligation under this Article VIII, together with the
estimated amount of such claim, and Parent and Seller shall have the right to
assume the defense (at their expense) of any such claim through counsel of
their own choosing by so notifying Purchaser within 30 days of the receipt by
Parent and Seller of such notice from Purchaser; provided, however, that any
such counsel shall be reasonably satisfactory to Purchaser.  Parent and
Seller shall be liable for the fees and expenses of counsel employed by
Purchaser for any period during which neither Parent nor Seller has assumed
the defense of any such third-party claim (other than during any period in
which Purchaser will have failed to give notice of the third-party claim as
provided above).  If Parent or Seller assumes such defense, Purchaser shall
have the right to participate in the defense thereof and to employ counsel,
at its own expense, separate from the counsel employed by Parent or Seller,
it being understood that Parent or Seller shall control such defense.  If
Parent or Seller chooses to defend or prosecute a third-party claim,
Purchaser shall cooperate at Parent's or Seller's expense (other than
Purchaser's expenses for counsel which shall be employed at Purchaser's own
expense and Purchaser's internal costs) in the defense or prosecution
thereof, which cooperation shall include, to the extent reasonably requested
by Parent or Seller, the retention, and the provision to Parent or Seller, of
records and information reasonably relevant to such third-party claim, and
making employees of the Company available on a mutually convenient basis to
provide additional information and explanation of any materials provided
hereunder.  If Parent or Seller chooses to defend or prosecute any third-
party claim, Purchaser shall agree to any settlement, compromise or discharge
of such third-party claim that Parent or Seller may recommend and that, by
its terms, discharges Purchaser from the full amount of liability in
connection with such third-party claim.  None of Purchaser, any of its
Affiliates or the Company may settle or otherwise dispose of any Claim for
which Parent or Seller may have a liability under this Agreement without the
prior written consent of Parent or Seller, as the case may be, which consent
may be withheld in the sole discretion of such party, unless Purchaser fully
indemnifies such party in writing with respect to such liability in a manner
satisfactory to such party.  Neither Parent nor Seller shall be liable under
this Section 8.2(a) for any settlement, compromise or discharge effected
without its consent which may not be unreasonably withheld in respect of any
claim for which indemnity may be sought hereunder.  No indemnified party
shall take any action the purpose of which is to prejudice the defense of any
claim subject to indemnification hereunder or to induce a third party to
assert a claim subject to indemnification hereunder.

     (b)(i) Each party hereto shall notify the chief tax officer of the other
party in writing within 15 days following receipt by such party of written
notice of any pending or threatened audits, notice of deficiency, proposed
adjustment, assessment, examination or other administrative or court
proceeding, suit, dispute or other claim which could affect the liability for
Taxes of such other party.  If the party required to give such notice fails
to give such notice to the other party promptly, it shall not be entitled to
indemnification for any Taxes arising in connection with such Tax claim if
and to the extent that such failure to give notice materially and adversely
affects the other party's right to participate in or defend the Tax claim.

        (ii)  Parent shall have the sole right to represent the Company's
interests in any Tax claim relating to taxable periods ending on or before
the Closing Date and to employ counsel of its choice at its expense.  In the
case of a Straddle Period, Parent shall be entitled to participate at its
expense in any Tax claim relating in any part to Taxes attributable to the
portion of such Straddle Period deemed to end on or before the Closing Date
and, with the written consent of Purchaser, at Parent's sole expense, may
assume the control of such Tax claim.  None of Purchaser, any of its
Affiliates or the Company may settle or otherwise dispose of any Tax claim
for which it is reasonably likely that Parent will have a liability under
this Agreement without the prior written consent of Parent, which consent may
not be unreasonably withheld or delayed.

     Section 1.80  Resolution of All Tax-Related Disputes tc \l2 "Resolution
of All Tax-Related Disputes.  If Parent and Purchaser cannot agree on the
calculation of any amount relating to Taxes or the interpretation or
application of any provision of this Agreement relating to Taxes, such
dispute shall be resolved by a nationally recognized accounting firm mutually
acceptable to each of Parent and Purchaser, whose decision shall be final and
binding upon all persons involved and whose expenses shall be shared equally
by Parent and Purchaser.

     Section 1.81  Tax Effect of Indemnification Payments tc \l2 "Tax Effect
of Indemnification Payments. All indemnity payments made pursuant to this
Agreement shall be treated for all Tax purposes as adjustments to the
consideration paid with respect to the Shares.

     Section 1.82  No Duplication; Sole Remedy Procedures tc \l2 "No
Duplication; Sole Remedy Procedures.

      (1) Any liability for indemnification hereunder shall be determined
without duplication of recovery by reason of the state of facts giving rise
to such liability constituting a breach of more than one representation,
warranty, covenant or agreement or the collection of insurance proceeds.

      (2) Purchaser's rights to indemnification as provided for in Section
8.1 for a breach of Parent's or Seller's representations or warranties
contained in this Agreement shall constitute Purchaser's sole remedy for such
a breach, and neither Parent nor Seller shall have any other liability or
damages to Purchaser resulting from the breach.

      (3) The indemnification and other provisions of this Article VIII shall
govern the procedure for all indemnification matters under this Agreement,
except to the extent otherwise expressly provided herein.

     Section 1.83  No Right of Off-set/Set-off tc \l2 "No Right of Off-
set/Set-off.  Neither Purchaser, Parent  nor Seller shall have any right to
off-set or set-off any payment due pursuant to Sections 1.2 or 1.3 of this
Agreement against any other payment to be made pursuant to this Agreement or
otherwise (including against indemnification payments).

     ARTICLE IX

DEFINITIONS AND INTERPRETATION tc \l1 "
ARTICLE IX DEFINITIONS AND INTERPRETATION

     Section 1.84  Definitions tc \l2 "Definitions.  For all purposes of
this Agreement, except as otherwise expressly provided or unless the context
clearly requires otherwise:

"Acquisition Transaction" shall have the meaning set forth in Section
5.12(a).

"Affiliate" shall have the meaning set forth in Rule 12b-2 of the Exchange
Act.

"Agreement" or "this Agreement" shall mean this Stock Sale Agreement,
together with the Exhibits hereto and the Disclosure Schedule.

"Arbitrator" shall have the meaning set forth in Section 1.3(e).

"Balance Sheet" shall mean the unaudited balance sheet of MOCA as of June 30,
2000.

"Balance Sheet Date" shall mean the date of the Balance Sheet.

"Balance Sheet Working Capital" shall mean Working Capital of the Company as
of March 31, 2000, as calculated in accordance with the Pricing Balance
Sheet.

"Closing" shall mean the closing referred to in Section 2.1.

"Closing Balance Sheet" shall mean the combined statement of financial
position of the Company at the Closing prepared subsequent to the Closing,
without giving effect to the Transactions except for the repurchase of
accounts receivable by the Company pursuant to Section 5.8(b) which shall be
reflected in the Preliminary Closing Balance Sheet, in accordance with GAAP
(as adjusted consis-tent with the reconciliations reflected in Section 1.3(b)
of the Disclosure Schedule), consistently applied, and in a manner consistent
with the Balance Sheet.

"Closing Date" shall mean the date on which the Closing occurs.

"Closing Working Capital" shall mean Working Capital of the Company, as
calculated in accordance with the Closing Balance Sheet and the provisions of
Section 5.8(b).

"Code" shall mean the Internal Revenue Code of 1986, as amended.

"Company" shall mean Merisel Open Computing Alliance, Inc., a Delaware
corporation.

"Company Intellectual Property" shall mean all Intellectual Property that is
currently used in the business of the Company or that is reasonably necessary
to conduct the business of the Company as presently conducted or as currently
proposed to be conducted, including the trademark "MOCA."

"Company Material Adverse Effect" shall mean any material adverse change in,
or material adverse effect on, the business, financial condition, assets or
liabilities or results of operations of the Company; provided, however, that
the effects of changes that are caused by conditions generally affecting (a)
the industries and markets in which the Company operates or (b) the United
States economy as a whole shall be excluded from the determination of Company
Material Adverse Effect; and provided, further, that any such material
adverse effect on the Company resulting from (x) the execution of this
Agreement, (y) any public announcement relating to this Agreement or the
Transactions or (z) events which trigger any adjustments to the Purchase
Price pursuant to Sections 1.3 and 1.4 shall also be excluded from the
determination of Company Material Adverse Effect.

"Computer Software" shall mean all computer software and data contained
therein and all documentation related thereto.

"Confidentiality Agreement" shall mean a letter agreement dated May 5, 2000
between Parent and Purchaser.

"Copyrights" shall mean all U.S. and foreign registered and unregistered
copyrights (including those in Computer Software and databases), all
copyrightable works, and all registrations, renewals and applications to
register the same.

"Debt" shall mean any liability on (i) a right to payment whether or not such
a right is reduced to judgment, liquidated, unliquidated, fixed, contingent,
matured, unmatured, disputed, undisputed, legal, equitable, secured or
unsecured; or (ii) a right to an equitable remedy for breach of performance
if such breach gives rise to a payment, whether or not such a right to an
equitable remedy is reduced to judgment, fixed, contingent, matured,
unmatured, disputed, undisputed, secured or unsecured.

"Disclosure Schedule" shall mean the disclosure schedule of even date
herewith delivered to Purchaser by Parent and Seller simultaneously with the
execution hereof.

"DOJ" shall mean the Antitrust Division of the United States Department of
Justice.

"Due Date" shall mean, with respect to any Tax Return, the date such return
is due to be filed (taking into account any valid extensions).

"Employee" shall have the meaning set forth in Section 5.6(a).

"Encumbrances" shall mean any and all liens, charges, security interests,
options, claims, mortgages, pledges, proxies, voting trusts or agreements,
obligations, understandings or arrangements or other restrictions on title or
transfer of any nature whatsoever.

"Entire Parent Transaction" shall have the meaning set forth in Section
5.12(b).

"Environmental Claim" shall mean a claim for indemnification or defense
arising out of Section 8.1(c), including reasonable attorneys' fees and
expenses and reasonable accountants' fees and expenses incurred in the
investigation or defense of any of the same or in asserting, preserving or
enforcing any of the rights of Purchaser arising under Section 8.1(c).


"Environmental Law" shall mean all federal, state or local laws governing
pollution or the protection of the environment in effect on the date hereof
and on the Closing Date.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended.

"ERISA Affiliate" shall mean any trade or business, whether or not
incorporated, that together with the Company would be deemed a "single
employer" within the meaning of Section 4001(b) of ERISA.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

"Excluded Taxes" shall mean (a) any Taxes attributable to or arising out of
any breach of Section 5.4(j)(ii), (b) any Taxes allocated under Section
5.4(b)(i) to a Tax period (or portion thereof) beginning after the Closing
but excluding any Taxes resulting from a breach of a representation contained
in Section 3.21(g) or 3.22(e) and (c) any Transfer Taxes for which Purchaser
is liable pursuant to Section 5.4(c).

"Financial Statements" shall mean the following financial statements
presenting the financial condition of Merisel Open Computing Alliance (a
division of Merisel, Inc.):  (a) the divisional balance sheets of MOCA as of
December 31, 1998 and 1999, and the related statements of divisional
operations, changes in equity, and cash flows for each of the three years
ended December 31, 1999, all certified by Deloitte & Touche LLP, independent
certified public accountants, whose reports thereon are included therein, and
(b) an unaudited divisional balance sheet of MOCA as of June 30, 2000 and the
related statements of divisional operations, changes in equity, and cash
flows for the quarterly period then ended.

"FTC" shall mean the United States Federal Trade Commission.

"GAAP" shall mean United States generally accepted accounting
principles.

"Governmental Entity" shall mean a court, arbitral tribunal, administrative
agency or commission or other governmental or other regulatory authority or
agency.

"HSR Act" shall mean the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.

"Incremental Tax Cost" shall have the meaning ascribed to it in Section
5.4(j).

"Insurance Policy" shall mean any insurance policy maintained by Parent or
any of its Affiliates.

"Intellectual Property" shall mean all of the following:  Trademarks,
Patents, Computer Software, Copyrights, Masks, Intellectual Property Licenses
and Trade Secrets.

"Intellectual Property Licenses" shall mean all licenses, sublicenses and
agreements pursuant to which the Company has acquired rights in or to any
Intellectual Property.

"Knowledge of Parent and Seller" shall mean the knowledge after due inquiry,
of any person listed in Section 9.1 of the Disclosure Schedule of Parent,
Seller and the Company, respectively.

"Knowledge of Purchaser" shall mean the knowledge after due inquiry, of any
executive officer of Purchaser.

"Lease" shall mean each lease pursuant to which the Company leases any real
or personal property (excluding leases relating solely to personal property
calling for rental or similar periodic payments not exceeding $10,000 per
annum).

"Lease Agreement" shall mean the lease or sublease between Seller, Parent,
any of its Affiliates and the Company on the terms set forth on Exhibit B.

"Licenses" shall mean all licenses, permits, certificates of authority,
authorizations, approvals, registrations, franchises and similar consents
granted or issued by any Governmental Entity.

"Losses" shall mean any and all losses, costs, liabilities, damages, claims,
demands, judgments, orders, settlements and expenses (including interest and
penalties recovered by a third party with respect thereto and reasonable
professional fees and expenses).

"Masks" shall mean all mask works and all applications, registrations and
renewals in connection therewith.

"MCF" shall mean Merisel Capital Funding, Inc., a Delaware corporation.

"MCF Note" shall mean the note owing from MCF to the Company.

"MCF Receivables" shall have the meaning set forth in Section 5.9(b).

"MOCA" shall mean Merisel Open Computing Alliance, a division of Merisel,
Inc.

"Objections" shall have the meaning set forth in Section 1.3(d).

"Parent" shall mean Merisel, Inc., a Delaware corporation.

"Parent Transaction" shall have the meaning set forth in Section 5.14(a).

"Patents" shall mean all issued U.S. and foreign patents and pending patent
applications, patent disclosures, and any and all divisions, continuations,
continuations-in-part, reissues, reexaminations, and extensions thereof, any
counterparts claiming priority therefrom, utility models, patents of
importation/confirmation, certificates of invention and similar statutory
rights and all inventions (whether patentable or unpatentable and whether or
not reduced to practice) and all inventions thereon.

"PBGC" shall mean the Pension Benefit Guaranty Corporation.

"Person" shall mean a natural person, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, Governmental Entity or other entity or
organization.

"Plan" shall mean each deferred compensation and each incentive compensation,
stock purchase, stock option and other equity compensation plan, program,
agreement or arrangement; each severance or termination pay, medical,
surgical, hospitalization, life insurance and other "welfare" plan, fund or
program (within the meaning of Section 3(1) of ERISA); each profit-sharing,
stock bonus or other "pension" plan, fund or program (within the meaning of
Section 3(2) of ERISA); each employment, termination, change of control or
severance agreement; and each other employee benefit plan, fund, program,
agreement or arrangement, in each case, that is sponsored, maintained or
contributed to or required to be contributed to by the Company or by any
ERISA  Affiliate, or to which the Company or an ERISA Affiliate is party,
whether written or oral, for the benefit of any director, employee or former
employee of the Company.

"Preliminary Closing Balance Sheet" shall mean the preliminary combined
statement of financial position of the Company at the Closing prepared prior
to the Closing, without giving effect to the Transactions except for the
repur-chase of accounts receivable by the Company pursuant to Section 5.8(b)
which shall be reflected in the Preliminary Closing Balance Sheet, in
accordance with GAAP (as adjusted consistent with the reconciliations
reflected in Section 1.3(b) of the Disclosure Schedule), consistently
applied, and in a manner consistent with the Balance Sheet.

"Preliminary Working Capital" shall mean Working Capital of the Company, as
calculated in accordance with the Preliminary Closing Balance Sheet and the
provisions of Section 5.8(b).

"Pricing Balance Sheet" shall mean the unaudited balance sheet of MOCA as of
March 31, 2000.

"Purchase Price" shall mean the amount set forth in Section 1.2.

"Purchaser" shall mean Arrow Electronics, Inc., a New York corporation.

"Purchaser Indemnified Persons" shall mean Purchaser and each of its
Affiliates.


"Purchaser Losses" shall mean any and all actual losses, liabilities,
damages, judgments, settlements, Taxes, and expenses (including interest and
penalties recovered by a third party with respect thereto and reasonable
attorneys' fees and expenses and reasonable accountants' fees and expenses
incurred in the investigation or defense of any of the same or in asserting,
preserving or enforcing any of the rights of Purchaser arising under Article
VIII) incurred by the Company or any of the Purchaser Indemnified Persons
that arise out of any breach by Parent or Seller of any of Parent's or
Seller's representations and warranties contained in Article III or any
breach by Parent or Seller of their covenants or obligations to be performed
after the Closing; provided, however, that the term "Purchaser Losses" shall
not include the Taxes and related losses and liabilities described in Section
8.1(b).

"Section 338(h)(10) Election" shall have the meaning set forth in Section
5.4(j).

"Securities Act" shall mean the Securities Act of 1933, as amended.

"Seller" shall mean Merisel Americas, Inc., a Delaware corporation.

"Seller Indemnified Persons" shall mean Parent, Seller and each of their
respective Affiliates.

"Seller Losses" shall mean any and all actual losses, liabilities, damages,
judgments, settlements and expenses (including interest and penalties
recovered by a third party with respect thereto and reasonable attorneys'
fees and expenses and reasonable accountants' fees and expenses incurred in
the investigation or defense of any of the same or in asserting, preserving
or enforcing any of the rights of Parent or Seller arising under Article
VIII) incurred by any of the Seller Indemnified Persons that arise out of any
breach by Purchaser of any of Purchaser's representations and warranties
contained in Article IV or any of Purchaser's covenants or obligations be
performed after the Closing.

"Shares" shall mean shares of common stock, par value $0.01, issued by the
Company.

"Straddle Period" shall mean a taxable year or period beginning on or before,
and ending on or after, the Closing Date.

"Subsidiary" shall mean, with respect to any Person, any corporation or other
organization, whether incorporated or unincorporated, of which (a) at least a
majority of the securities or other interests having by their terms ordinary
voting
power to elect a majority of the Board of Directors or others performing
similar functions with respect to such corporation or other organization is
directly or indirectly owned or controlled by such Person or by any one or
more of its Subsidiaries, or by such Person and one or more of its
Subsidiaries, or (b) such Person or any other Subsidiary of such Person is a
general partner (excluding any such partnership where such Person or any
Subsidiary of such party does not have a majority of the voting interest in
such partnership).

"Sun" shall mean Sun Microsystems, Inc.

"Tax" or "Taxes" shall mean all taxes, charges, fees, duties, levies,
penalties or other assessments imposed by any federal, state, local or
foreign govern-mental authority, including income, gross receipts, excise,
real and personal property, sales, gain, use, license, custom duty,
unemployment, capital stock, transfer, franchise, payroll, withholding,
social security, minimum estimated, profit, gift, severance, value added,
disability, premium, recapture, credit, occupation, service, leasing,
employment, stamp withholding and other taxes, and shall include interest,
penalties or additions attributable thereto or attributable to any failure to
comply with any requirement regarding Tax Returns.

"Tax Benefits" shall mean the sum of any increased deductions, losses, or
credits then allowable or allowable in future years or decreases in income,
gains or recapture of tax credits then allowable (including by way of amended
Tax Returns) or allowable in future years.

"Tax Benefits Actually Realized" shall mean (i) any refund of Taxes actually
received as a result of a Tax Benefit, (ii) a Tax Benefit applied against
other Taxes due, or (iii) a Tax Benefit applied on a Tax Return to reduce the
amount of Taxes otherwise payable.

"Taxing Authority" shall mean any federal, state, local or foreign
Governmental Entity responsible for the imposition of any Taxes.

"Tax Return" shall mean any return, declaration, report, claim for refund, or
information return or statement or other documents (including any related or
supporting information) required to be filed with respect to Taxes, and
including any amendment thereof.

"Title IV Plan" shall mean a Plan that is subject to Section 302 or Title IV
of ERISA or Section 412 of the Code.

"Trademarks" shall mean all U.S. and foreign registered and unregistered
trademarks, trade dress, service marks, logos, trade names, corporate names,
and domain names, including all goodwill associated therewith, and all
registrations, renewals and applications to register the same.

"Trade Secrets" shall mean all trade secrets and confidential business
information, including without limitation, all research and development,
know-how, formulas, compositions, manufacturing and production processes and
techniques, methods, schematics, technology, flowcharts, block diagrams,
technical data, designs, drawings, specifications, customer and supplier
lists, pricing and cost information and business and marketing plans and
proposals.

"Transactions" shall mean all the transactions provided for or contemplated
by this Agreement.

"Transition Services Agreement" shall mean that certain Transition Services
Agreement to be entered into by Seller and Purchaser at Closing.

"Transfer Taxes" shall mean all sales (including bulk sales), use, transfer
(including real property transfers or gains), filing, recording, ad valorem,
privilege, documentary, gains, gross receipts, registration, conveyance,
excise, license, stamp, duties or similar Taxes and fees, together with any
interest, additions or penalties with respect thereto and any interest in
respect of such additions or penalties.

"WARN Act" shall mean the Worker Adjustment and Retraining Notification Act,
as amended.

"Working Capital" shall mean (a) accounts receivable and inventory minus (b)
accounts payable of the Company.

     Section 1.85   Interpretation tc \l2 "Interpretation.

      (1) The headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Agreement.

      (2) Whenever the words "include", "includes" or "including" are used in
this Agreement they shall be deemed to be followed by the words "without
limitation."


      (3) The words "hereof", "herein" and "herewith" and words of similar
import shall, unless otherwise stated, be construed to refer to this
Agreement as a whole and not to any particular provision of this Agreement,
and article, section, paragraph, exhibit and schedule references are to the
articles, sections, paragraphs, exhibits and schedules of this Agreement
unless otherwise specified.

      (4) The meaning assigned to each term defined herein shall be equally
applicable to both the singular and the plural forms of such term, and words
denoting any gender shall include all genders. Where a word or phrase is
defined herein, each of its other grammatical forms shall have a
corresponding meaning.

      (5) A reference to any party to this Agreement or any other agreement
or document shall include such party's successors and permitted assigns.

      (6) A reference to any legislation or to any provision of any
legislation shall include any amendment to, and any modification or re-
enactment thereof, any legislative provision substituted therefor and all
regulations and statu-tory instruments issued thereunder or pursuant thereto.

      (7) The parties have participated jointly in the negotiation and
drafting of this Agreement.  In the event an ambiguity or question of intent
or interpretation arises, this Agreement shall be construed as if drafted
jointly by the parties, and no presumption or burden of proof shall arise
favoring or disfavoring any party by virtue of the authorship of any
provisions of this Agreement.

ARTICLE X

MISCELLANEOUS tc \l1 " ARTICLE X
MISCELLANEOUS

     Section 1.86  Fees and Expenses tc \l2 "Fees and Expenses.  All costs
and expenses incurred in connection with this Agreement and the consummation
of the Transactions shall be paid by the party incurring such expenses,
except as otherwise specifically provided in this Agreement.

     Section 1.87   Amendment and Modification tc \l2 "Amendment and
Modification.  This Agreement may be amended, modified and supplemented in
any and all respects, but only by a written instrument signed by all of the
parties hereto expressly stating that such instrument is intended to amend,
modify or supplement this Agreement.

      Section 1.88  Notices tc \l2 "Notices.  All notices and other
communications hereunder shall be in writing and shall be deemed given if
mailed, delivered personally, facsimiled (which is confirmed) or sent by an
overnight courier service, such as Federal Express, to the parties at the
following addresses (or at such other address for a party as shall be
specified by like notice):

if to Purchaser, to:

Arrow Electronics, Inc.
25 Hub Drive
Melville, New York 11747,
Attention:  Executive Vice President
Telephone:  (516) 391-1830
Facsimile:  (516) 391-1683

with a copy (which shall not constitute notice) to:

Milbank, Tweed, Hadley & McCloy LLP
1 Chase Manhattan Plaza
New York, New York 10005
Attention:  Howard S. Kelberg, Esq.
Telephone:  (212) 530-5530
Facsimile:  (212) 530-5219

if to Parent or Seller, to:

Merisel, Inc.
200 Continental Boulevard
El Segundo, CA  90245-0984
Attention: Chief Financial Officer
Telephone: (310) 615-3080
Facsimile: (310) 615-1234

with a copy (which shall not constitute notice) to:

Merisel, Inc.
200 Continental Boulevard
El Segundo, CA  90245-0984
Attention:  General Counsel
Telephone:  (310) 615-3080
Facsimile: (310) 615-6819

and

Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue
Los Angeles, CA  90071
Attention:  Joseph J. Giunta, Esq.
Telephone:  (213) 687-5040
Facsimile:  (213) 687-5600

     Section 1.89  Counterparts tc \l2 "Counterparts.  This Agreement may be
executed in one or more counterparts, all of which shall be considered one
and the same agreement and shall become effective when two or more
counterparts have been signed by each of the parties and delivered to the
other parties.

     Section 1.90  Entire Agreement; No Third Party Beneficiaries tc \l2
"Entire Agreement; No Third Party Beneficiaries.  This Agreement and the
Confidentiality Agreement constitute the entire agreement and supersede all
prior agreements and understandings, both written and oral, among the parties
with respect to the subject matter hereof and thereof.


     Section 1.91  Severability tc \l2 "Severability.  Any term or provision
of this Agreement that is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable in any situation in any
jurisdiction shall not affect the validity or enforceability of the remaining
terms and provisions hereof or the validity or enforceability of the
offending term or provision in any other situation or in any other
jurisdiction.  If the final judgment of a court of competent jurisdiction or
other authority declares that any term or provision hereof is invalid, void
or unenforceable, the parties agree that the court making such determination
shall have the power to reduce the scope, duration, area or applicability of
the term or provision, to delete specific words or phrases, or to replace any
invalid, void or unenforceable term or provision with a term or provision
that is valid and enforceable and that comes closest to expressing the
intention of the invalid or unenforceable term or provision.

     Section 1.92   Governing Law tc \l2 "Governing Law.  This Agreement
shall be governed by and construed in accordance with the laws of the State
of Delaware without giving effect to the principles of conflicts of law
thereof.

     Section 1.93  Venue. tc \l2 "Venue.   Each of the parties hereto (a)
consents to submit itself to the exclusive personal jurisdiction of any
federal court located in the State of Delaware or any Delaware state court in
the event any dispute arises out of this Agreement or any of the
Transactions, (b) agrees that it shall not attempt to deny or defeat such
personal jurisdiction by motion or other request for leave from any such
court and (c) agrees that it shall not bring any action relating to this
Agreement or any of the Transactions in any court other than a federal or
state court sitting in the State of Delaware; provided, however, that such
consent to jurisdiction is solely for the purposes referred to in this
Section 10.8 and shall not be deemed a general submission to the jurisdiction
of said courts in the State of Delaware.

     Section 1.94  Time of Essence tc \l2 "Time of Essence. Each of the
parties hereto hereby agrees that, with regard to all dates and time periods
set forth or referred to in this Agreement, time is of the essence.

     Section 1.95  Extension; Waiver tc \l2 "Extension; Waiver.  At any time
prior to the Closing Date, either party hereto may (a) extend the time for
the performance of any of the obligations or other acts of the other party,
(b) waive any inaccuracies in the representations and warranties of the other
party contained in this Agreement or in any document delivered pursuant to
this Agreement or (c) waive compliance by the other parties with any of the
agreements or conditions contained in this Agreement.  Any agreement on the
part of a party to any such extension or waiver shall be valid only if set
forth in an instrument in writing signed by or on behalf of such party.  The
failure of any party to this Agreement to assert any of its rights under this
Agreement or otherwise shall not constitute a waiver of those rights.


     Section 1.96   Assignment tc \l2 "Assignment.  Neither this Agreement
nor any of the rights, interests or obligations hereunder shall be assigned
by any of the parties hereto (whether by operation of law or otherwise)
without the prior written consent of the other parties, provided, however,
that Purchaser may assign without Parent's or Seller's consent any or all of
its rights, interests and obligations hereunder (including without limitation
its respective rights under Article VIII) to a wholly-owned Subsidiary of
Purchaser; provided, further,  that any such Subsidiary agrees in writing to
be bound by all of the terms, conditions and provisions contained herein, and
no such assignment shall relieve Purchaser of its obligations hereunder.
Subject to the preceding sentence, this Agreement shall be binding upon,
inure to the benefit of and be enforceable by the parties and their
respective successors and assigns.

     IN WITNESS WHEREOF, Purchaser, Parent and Seller have executed this
Agreement or caused this Agreement to be executed by their respective
officers thereunto duly authorized as of the date first written above.


ARROW ELECTRONICS, INC.



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


MERISEL, INC.


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


MERISEL AMERICAS, INC.


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


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>13
<FILENAME>ex10gicredit364day.txt
<DESCRIPTION>$625M 364-DAY CREDIT FACILITY
<TEXT>


                              $625,000,000

               AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT

                                  among

                        ARROW ELECTRONICS, INC.,

                       THE SUBSIDIARY BORROWERS,

                          The Several Banks

                   from Time to Time Parties Hereto,

              BANK OF AMERICA, N.A., as Syndication Agent

              FLEET NATIONAL BANK, as Documentation Agent

                                  and

             THE CHASE MANHATTAN BANK, as Administrative Agent

        JP MORGAN, a division of Chase Securities Inc., as Arranger

                      Dated as of February 22, 200

                           TABLE OF CONTENTS
                                                                    Page

SECTION 1. DEFINITIONS                                                1
1.1  Defined Terms                                                    1
1.2  Other Definitional Provisions                                   19
1.3  Accounting Determinations                                       19

SECTION 2. THE COMMITTED RATE LOANS                                  20
2.1  Committed Rate Loans                                            20
2.2  Procedure for Committed Rate Loan Borrowing                     20
2.3  Repayment of Committed Rate Loans; Evidence of Debt             21
2.4  Termination or Reduction of Commitments                         21
2.5  Optional Prepayments                                            21
2.6  Conversion and Continuation Options                             22
2.7  Minimum Amounts of Tranches                                     22
2.8  Interest Rates and Payment Dates for Committed Rate Loans       22
2.9  Inability to Determine Interest Rate                            23
2.10 Commitment Increases                                            23
2.11 Refunding of Committed Rate Loans Denominated in
      available Foreign Currencies                                   23
2.12 Certain Borrowings of Committed Rate Loans and
       Refunding of Loans                                            23

SECTION 3. THE COMPETITIVE ADVANCE LOANS                             28
3.1  Competitive Advance Loans                                       28
3.2  Procedure for Competitive Advance Loan Borrowing                28
3.3  Repayment of Competitive Advance Loans; Evidence of Debt        29
3.4  Prepayments                                                     30

SECTION 4. THE SWING LINE LOANS                                      30
4.1  Swing Line Loans                                                30
4.2  Procedure for Swing Line Borrowing                              30
4.3  Repayment of Swing Line Loans; Evidence of Debt                 31
4.4  Allocating Swing Line Loans; Swing Line Loan Participations     31

SECTION 5. CERTAIN PROVISIONS APPLICABLE TO THE LOANS                33
5.1  Facility Fee; Utilization Fee; Other Fees; Other Payments       33
5.2  Computation of Interest and Fees                                33
5.3  Pro Rata Treatment and Payments                                 34
5.4  [Reserved]                                                      35
5.5  Requirements of Law                                             35
5.6  Taxes                                                           37
5.7  Company's Options upon Claims for Increased Costs and Taxes     39
5.8  Break Funding Payments                                          40
5.9  Determinations                                                  41
5.10 Change of Lending Office                                        41
5.11 Company Controls on Exposure; Calculation of
     Exposure; Prepayment if Exposure exceeds Commitments            41
5.12 Extensions of Termination Date for Commitments                  42

SECTION 6. REPRESENTATIONS AND WARRANTIES                            43
6.1  Financial Condition                                             43
6.2  No Change                                                       44
6.3  Corporate Existence; Compliance with Law                        44
6.4  Corporate Power; Authorization; Enforceable Obligations         44
6.5  No Legal Bar                                                    45
6.6  No Material Litigation                                          45
6.7  No Default                                                      45
6.8  Ownership of Property; Liens                                    45
6.9  Intellectual Property                                           45
6.10 [Reserved]                                                      45
6.11 Taxes                                                           45
6.12 Federal Regulations                                             46
6.13 ERISA                                                           46
6.14 Investment Company Act; Other Regulations                       47
6.15 Subsidiaries                                                    47
6.16 Accuracy and Completeness of Information                        47
6.17 Purpose of Loans; Commitments                                   47
6.18 Environmental Matters                                           48

SECTION 7. CONDITIONS PRECEDENT                                      49
7.1  Conditions to Closing Date                                      49
7.2  Conditions to Each Loan                                         50

SECTION 8. AFFIRMATIVE COVENANTS                                     51
8.1  Financial Statements                                            51
8.2  Certificates; Other Information                                 53
8.3  Payment of Obligations                                          53
8.4  Conduct of Business and Maintenance of Existence                54
8.5  Maintenance of Property; Insurance                              54
8.6  Inspection of Property; Books and Records; Discussions          54
8.7  Notices                                                         54
8.8  Environmental Laws                                              55
8.9  Additional Subsidiary Guarantees                                55

SECTION 9. NEGATIVE COVENANTS                                        56
9.1  Financial Condition Covenants                                   56
9.2  Limitation on Indebtedness of Domestic Subsidiaries             56
9.3  Limitation on Liens                                             56
9.4  Limitation on Fundamental Changes                               58

SECTION 10. EVENTS OF DEFAULT                                        58

SECTION 11. THE ADMINISTRATIVE AGENT; THE ARRANGER AND OTHER AGENTS  60
11.1  Appointment                                                    60
11.2  Delegation of Duties                                           61
11.3  Exculpatory Provisions                                         61
11.4  Reliance by Administrative Agent                               61
11.5  Notice of Default                                              61
11.6  Non-Reliance on Administrative Agent and Other Banks           62
11.7  Indemnification                                                62
11.8  Administrative Agent in Its Individual Capacity                63
11.9  Successor Administrative Agent                                 63
11.10 The Arranger, Syndication Agent and Documentation Agent        63

SECTION 12. MISCELLANEOUS                                            63
12.1  Amendments and Waivers                                         63
12.2  Notices                                                        65
12.3  No Waiver; Cumulative Remedies                                 66
12.4  Survival of Representations and Warranties                     66
12.5  Payment of Expenses and Taxes                                  67
12.6  Successors and Assigns; Participations and Assignments         67
12.7  Adjustments; Set-off                                           70
12.8  Power of Attorney                                              71
12.9  Judgment                                                       71
12.10 Counterparts                                                   71
12.11 Severability                                                   72
12.12 Integration                                                    72
12.13 GOVERNING LAW                                                  72
12.14 Submission To Jurisdiction; Waivers                            72
12.15 Acknowledgments                                                73
12.16 WAIVERS OF JURY TRIAL                                          73


     AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT, dated as of February 22,
2001, among:
        (i) ARROW ELECTRONICS, INC., a New York corporation (the "Company");

       (ii) the SUBSIDIARY BORROWERS (as hereinafter defined);

      (iii) the several banks and other financial institutions from time to
time parties to this Agreement (the "Banks");

       (iv) BANK OF AMERICA, N.A., as syndication agent for the Banks
hereunder (in such capacity, the "Syndication Agent");

        (v) FLEET NATIONAL BANK, as documentation agent for the Banks
hereunder (in such capacity, the "Documentation Agent"); and

       (vi) THE CHASE MANHATTAN BANK, as administrative agent for the Banks
hereunder (in such capacity, the "Administrative Agent").

W I T N E S S E T H :

     WHEREAS, the Company has requested the Banks to make available a 364-day
revolving credit facility that amends and restates the 364-Day Credit
Agreement, dated as of March 24, 2000, among the Company, certain of its
subsidiaries, certain financial institutions, Chase Securities Inc., as
arranger, and The Chase Manhattan Bank, as administrative agent (as in effect
on the date hereof, the "Existing Credit Agreement"); and

     WHEREAS, the Banks are willing to make such credit facility available
upon and subject to the terms and conditions hereafter set forth;

     NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto hereby agree that, effective as of the
Closing Date (as defined below), the Existing Credit Agreement shall be
amended and restated in its entirety as follows:

SECTION 1. DEFINITIONS

1.1 Defined Terms.  As used in this Agreement, the following terms shall have
the following meanings:

"ABR":  for any day, a rate per annum (rounded upwards, if necessary, to the
next 1/100 of 1%) equal to the greatest of (a) the Prime Rate in effect on
such day, (b) the Base CD Rate in effect on such day plus 1% and (c) the
Federal Funds Effective Rate in effect on such day plus 1/2 of 1%.  For
purposes hereof:  "Prime Rate" shall mean the rate of interest per annum
publicly announced from time to time by Chase as its prime rate in effect at
its principal office in New York City (the Prime Rate not being intended to
be the lowest rate of interest charged by Chase in connection with extensions
of credit to debtors); "Base CD Rate" shall mean the sum of (a) the product
of (i) the Three-Month Secondary CD Rate and (ii) a fraction, the numerator
of which is one and the denominator of which is one minus the C/D Reserve
Percentage and (b) the C/D Assessment Rate; "Three-Month Secondary CD Rate"
shall mean, for any day, the secondary market rate for three-month
certificates of deposit reported as being in effect on such day (or, if such
day shall not be a Business Day, the next preceding Business Day) by the
Board through the public information telephone line of the Federal Reserve
Bank of New York (which rate will, under the current practices of the Board,
be published in Federal Reserve Statistical Release H.15(519) during the week
following such day), or, if such rate shall not be so reported on such day or
such next preceding Business Day, the average of the secondary market
quotations for three-month certificates of deposit of major money center
banks in New York City received at approximately 10:00 a.m., New York City
time, on such day (or, if such day shall not be a Business Day, on the next
preceding Business Day) by the Administrative Agent from three New York City
negotiable certificate of deposit dealers of recognized standing selected by
it; and "Federal Funds Effective Rate" shall mean, for any day, the weighted
average of the rates on overnight federal funds transactions with members of
the Federal Reserve System arranged by federal funds brokers, as published on
the next succeeding Business Day by the Federal Reserve Bank of New York, or,
if such rate is not so published for any day which is a Business Day, the
average of the quotations for the day of such transactions received by the
Administrative Agent from three federal funds brokers of recognized standing
selected by it.  If for any reason the Administrative Agent shall have
determined (which determination shall be conclusive absent manifest error)
that it is unable to ascertain the Base CD Rate or the Federal Funds
Effective Rate, or both, for any reason, including the inability or failure
of the Administrative Agent to obtain sufficient quotations in accordance
with the terms thereof, the ABR shall be determined without regard to clause
(b) or (c), or both, of the first sentence of this definition, as
appropriate, until the circumstances giving rise to such inability no longer
exist.  Any change in the ABR due to a change in the Prime Rate, the Base CD
Rate or the Federal Funds Effective Rate shall be effective as of the opening
of business on the effective day of such change in the Prime Rate, the Base
CD Rate or the Federal Funds Effective Rate, respectively.

"ABR Loans":  Loans denominated in Dollars the rate of interest applicable to
which is based upon the ABR.

"Acceleration Date":  any date on which the Commitments shall have been
terminated and/or the Loans shall have been declared immediately due and
payable pursuant to Section 10.

"Adjusted Consolidated EBITDA":  for any fiscal period, (a) the Consolidated
Net Income of the Company and its Subsidiaries for such period, plus (b) to
the extent deducted from earnings in determining Consolidated Net Income for
such period, the sum, in each case for such period, of income taxes, interest
expense, depreciation expense, amortization expense, including amortization
of any goodwill or other intangibles, minus (c) to the extent included in
determining Consolidated Net Income for such period, non-cash equity earnings
of unconsolidated Affiliates, plus (d) to the extent excluded in determining
Consolidated Net Income for such period, cash distributions received by the
Company from unconsolidated Affiliates, all as determined on a consolidated
basis in accordance with GAAP.

"Administrative Schedule":  Schedule IV to this Agreement, which contains
interest rate definitions and administrative information in respect of each
Currency and each Type of Loan.

"Administrative Agent":  as defined in the preamble hereto.

"Affected Bank":  any Bank affected by the events described in subsection
5.4, 5.5 or 5.6, as the case may be, but only for the period during which
such Bank shall be affected by such events.

"Affiliate":  as to any Person, (a) any other Person (other than a
Subsidiary) which, directly or indirectly, is in control of, is controlled
by, or is under common control with, such Person or (b) any Person who is a
director or officer of the Company or any of its Subsidiaries.  For purposes
of this definition, "control" of a Person means the power, directly or
indirectly, either to (i) vote 10% or more of the securities having ordinary
voting power for the election of directors of such Person or (ii) direct or
cause the direction of the management and policies of such Person, whether by
contract or otherwise.

"Agents": the collective reference to the Syndication Agent and the
Documentation Agent.

"Aggregate Commitments":  the aggregate amount of the commitments hereunder
and of the Commitments under (and as defined in) the Three Year Credit
Agreement.

"Aggregate Committed Outstandings":  the aggregate outstanding principal
amount of the Committed Rate Loans and Swing Line Loans hereunder plus the
aggregate outstanding principal or face amount of the Committed Rate Loans,
Swing Line Loans, Letters of Credit and Local Currency Loans under (and as
defined in) the Three Year Credit Agreement.

"Agreement":  this Amended and Restated 364-Day Credit Agreement, as amended,
supplemented or otherwise modified from time to time.

"Allocable Share":  as to any Assenting Bank at any time, a fraction, the
numerator of which shall be the Commitment of such Assenting Bank then in
effect and the denominator of which shall be the aggregate of the Commitments
of all Assenting Banks then in effect.

"Applicable Margin": for each Type of Loan, (i) for the period from and
including the Closing Date to and including September 30, 2001, 75.00 basis
points and (ii) on any date thereafter, the rate per annum determined based
upon the Rating in effect on such date by both S&P and Moody's set forth
under the relevant column heading below opposite such Rating:

Rating
(S&P/Moody's) Applicable Margin (in basis points) for Eurocurrency Loans
Greater than or equal to A-/A3 53.50
Greater than or equal to BBB+/Baa1 65.00
Greater than or equal to BBB/Baa2 75.00
Greater than or equal to BBB-/Baa3 85.00
Less than BBB-/Baa3 105.00

;  provided that, in the event that the Ratings of S&P and Moody's do not
coincide, the Applicable Margin set forth above opposite the lower of such
Ratings will apply, or if there is no Rating in effect, the Applicable Margin
will be based on the rating of less than BBB-/Baa3.

"Arranger":  JP Morgan, a division of Chase Securities Inc., as sole advisor,
lead arranger and bookrunner.

"Assenting Bank":  as defined in subsection 5.7(a).

"Assignee":  as defined in subsection 12.6(c).

"Assignment and Acceptance":  each Assignment and Acceptance, substantially
in the form of Exhibit I, executed and delivered pursuant to subsection
12.6(c).

"Available Foreign Currencies":  (i) with respect to Committed Rate Loans and
Swing Line Loans, euro and any other currency agreed upon by the Company, the
Administrative Agent and all of the Banks, and (ii) with respect to
Competitive Advance Loans, any currency agreed upon by the Borrower of such
Competitive Advance Loan and the Bank that makes such Competitive Advance
Loan.

"Banks":  as defined in the preamble hereto.

"Board":  the Board of Governors of the Federal Reserve System or any
successor.

"Borrowers":  the collective reference to the Company and the Subsidiary
Borrowers.

"Borrowing Date":  any Business Day on which the Company or any Subsidiary
Borrower requests the Banks to make Loans hereunder.

"Borrowing Percentage":  (a) with respect to Committed Rate Loans denominated
in Dollars to be made by any Bank at any time, the ratio (expressed as a
percentage) of the amount of such Bank's Undrawn Commitment at such time to
the aggregate amount of the Undrawn Commitments of all the Banks at such
time; provided, that in determining any Bank's Undrawn Commitment for purpose
of determining such Bank's Borrowing Percentage of any such Committed Rate
Loans whose proceeds will be simultaneously applied to repay Swing Line
Loans, such Bank's Commitment Percentage of the amount of such Swing Line
Loans will not be considered Committed Exposure of such Bank (such Borrowing
Percentage of each Bank at any time to be calculated by the Administrative
Agent on the basis of its most recent calculations of the Undrawn Commitments
of the Banks) and (b) with respect to Committed Rate Loans denominated in any
Available Foreign Currency to be made by any Bank at any time, a percentage
equal to such Bank's Foreign Currency Commitment Percentage in the Currency
of such Committed Rate Loans.

"Business":  as defined in subsection 6.18(b).

"Business Day":   (a) when such term is used in respect of any amount
denominated or to be denominated in (i) any Available Foreign Currency, a
London Banking Day which is also a day other than a Saturday or Sunday on
which banks are open for general banking business in (x) the city which is
the principal financial center of the country of issuance of such Available
Foreign Currency, (y) in the case of euro only, Frankfurt am Main, Germany
(or such other principal financial center as the Administrative Agent may
from time to time nominate for this purpose) and (z) New York City and (ii)
Dollars, a London Banking Day which is also a day other than a Saturday or
Sunday on which banks are open for general banking business in New York City
and (b) when such term is used for the purpose of determining the date on
which the Eurocurrency  Rate is determined under this Agreement for any Loan
denominated in euro for any Interest Period therefor and for purposes of
determining the first and last day of any Interest Period, references in this
Agreement to Business Days shall be deemed to be references to Target
Operating Days.

"C/D Assessment Rate":  for any day as applied to any ABR Loan, the net
annual assessment rate (rounded upward to the nearest 1/100th of 1%)
determined by Chase to be payable on such day to the Federal Deposit
Insurance Corporation or any successor ("FDIC") for FDIC's insuring time
deposits made in Dollars at offices of Chase in the United States.

"C/D Reserve Percentage":  for any day as applied to any ABR Loan, that
percentage (expressed as a decimal) which is in effect on such day, as
prescribed by the Board, for determining the maximum reserve requirement for
a Depositary Institution (as defined in Regulation D of the Board) in respect
of new non-personal time deposits in Dollars having a maturity of 30 days or
more.

"Capital Stock":  any and all shares, interests, participations or other
equivalents (however designated) of capital stock of a corporation, any and
all equivalent ownership interests in a Person (other than a corporation) and
any and all warrants, options or rights to purchase any of the foregoing.

"Change in Control":  one or more of the following events:

     (a) less than a majority of the members of the Company's board of
directors shall be persons who either (i) were serving as directors on the
Closing Date or (ii) were nominated as directors and approved by the vote of
the majority of the directors who are directors referred to in clause (i)
above or this clause (ii); or

     (b) the stockholders of the Company shall approve any plan or proposal
for the liquidation or dissolution of the Company; or

     (c) a Person or group of Persons acting in concert (other than the
direct or indirect beneficial owners of the Capital Stock of the Company as
of the Closing Date) shall, as a result of a tender or exchange offer, open
market purchases, privately negotiated purchases or otherwise, have become
the direct or indirect beneficial owner (within the meaning of Rule 13d-3
under the Securities Exchange Act of 1934, as amended from time to time) of
securities of the Company representing 40% or more of the combined voting
power of the outstanding voting securities for the election of directors or
shall have the right to elect a majority of the board of directors of the
Company.

"Chase":  The Chase Manhattan Bank.

"Closing Date":  the date on which the conditions precedent set forth in
subsection 7.1 shall be satisfied.

"Code":  the Internal Revenue Code of 1986, as amended from time to time.

"Commitment":  as to any Bank, the obligation of such Bank to make and/or
acquire participating interests in Committed Rate Loans or Swing Line Loans
hereunder in an aggregate Dollar Equivalent Amount at any one time
outstanding not to exceed the amount set forth opposite such Bank's name on
Schedule I under the caption "Dollar Commitment Amount", as such amount may
be changed from time to time in accordance with the provisions of this
Agreement.

"Commitment Increase Notice":  as defined in subsection 2.10(a).

"Commitment Increase Supplement":  as defined in subsection 2.10(c).

"Commitment Percentage":  as to any Bank at any time, the percentage which
such Bank's Commitment then constitutes of the aggregate Commitments (or, at
any time after the Commitments shall have expired or terminated, the
percentage which the amount of such Bank's Exposure at such time constitutes
of the aggregate amount of the Exposure of all the Banks at such time).

"Commitment Period":  the period from and including the Closing Date to and
including the Termination Date or such earlier date on which the Commitments
shall terminate as provided herein.

"Committed Exposure":  as to any Bank, the sum of (a) the aggregate Dollar
Equivalent Amount of the principal amount of all outstanding Committed Rate
Loans made by such Bank plus (b) such Bank's Commitment Percentage of the
aggregate Dollar Equivalent Amount of the principal amount of all outstanding
Swing Line Loans.

"Committed Rate Loan":  as defined in subsection 2.1; a Committed Rate Loan
bearing interest based upon the ABR shall be a "Committed Rate ABR Loan", and
a Committed Rate Loan bearing interest based upon a Eurocurrency Rate shall
be a "Committed Rate Eurocurrency Loan".

"Commonly Controlled Entity":  an entity, whether or not incorporated, which
is under common control with the Company within the meaning of Section 4001
of ERISA or is part of a group which includes the Company and which is
treated as a single employer under Section 414 of the Code.

"Company":  as defined in the preamble hereto.

"Company Guarantee":  the Guarantee of the Company, substantially in the form
of Exhibit F-1, as amended, supplemented or otherwise modified from time to
time.

"Competitive Advance Loan":  as defined in subsection 3.1.

"Competitive Advance Loan Offer":  with respect to any Competitive Advance
Loan Request in any Currency, an offer from a Bank in respect of such
Competitive Advance Loan Request, containing the information in respect of
such Competitive Advance Loan Offer and delivered to the Person, in the
manner and by the time specified for a Competitive Advance Loan Offer in
respect of such Currency in the Administrative Schedule.

"Competitive Advance Loan Request":  with respect to any Competitive Advance
Loan in any Currency, a request from the Borrower in respect of such Loan,
containing the information in respect of such Competitive Advance Loan and
delivered to the Person, in the manner and by the time specified for a
Competitive Advance Loan Request in respect of such Currency in the
Administrative Schedule.

"Consolidated Cash Interest Expense":  for any period, (a) the amount which
would, in conformity with GAAP, be set forth opposite the caption "interest
expense" or any like caption on a consolidated income statement of the
Company and its Subsidiaries minus (b) the amount of non-cash interest
(including interest paid by the issuance of additional securities) included
in such amount; provided that in the event of the consummation of any
Permitted Receivables Securitization, "Consolidated Cash Interest Expense"
shall be adjusted to include (without duplication) an amount equal to the
interest (or other fees in the nature of interest or discount) accrued and
paid or payable in cash for such period by the special purpose entity to the
Receivables Financiers under such Permitted Receivables Securitization.

"Consolidated Net Income":  for any fiscal period, the consolidated net
income (or loss) of the Company and its Subsidiaries after excluding all
unusual, extraordinary and non-recurring gains and after adding all unusual,
extraordinary and non-recurring losses, in all cases of the Company and its
Subsidiaries determined on a consolidated basis during the relevant period in
accordance with GAAP.

"Consolidated Net Worth":  at a particular date, all amounts which would be
included under shareholders' equity on a consolidated balance sheet of the
Company and its Subsidiaries determined on a consolidated basis in accordance
with GAAP.

"Consolidated Total Capitalization":  at a particular date, the sum of (a)
Consolidated Net Worth plus (b) Consolidated Total Debt as at such date.

"Consolidated Total Debt":  at the date of determination thereof, (i) all
Indebtedness of the Company and its Subsidiaries (excluding Indebtedness of
the Company owing to any of its Subsidiaries or Indebtedness of any
Subsidiary of the Company owing to the Company or any other Subsidiary of the
Company), as determined on a consolidated basis in accordance with GAAP plus
(ii) without duplication of amounts included in clause (i) above, an amount
equal to the aggregate unpaid amount of cash proceeds advanced by the
Receivables Financiers to the special purpose entity under any Permitted
Receivables Securitization at the date of determination.

"Contractual Obligation":  as to any Person, any provision of any security
issued by such Person or of any agreement, instrument or other undertaking to
which such Person is a party or by which it or any of its property is bound.

"Credit Documents":  this Agreement, the Subsidiary Guarantees and the
Company Guarantee.

"Currencies":  the collective reference to Dollars and Available Foreign
Currencies.

"Default":  any of the events specified in Section 10, whether or not any
requirement for the giving of notice, the lapse of time, or both, or any
other condition, has been satisfied.

"Dollar Equivalent Amount":  with respect to (i) the amount of any Available
Foreign Currency on any date, the equivalent amount in Dollars of such amount
of Available Foreign Currency, as determined by the Administrative Agent
using the Exchange Rate and (ii) any amount in Dollars, such amount.

"Dollars" and "$":  dollars in lawful currency of the United States of
America.

"Domestic Subsidiary":  as to any Person, a Subsidiary of such Person
organized under the laws of a State of the United States or the District of
Columbia.

"Domestic Subsidiary Borrower":  each Subsidiary of the Company listed as a
Domestic Subsidiary Borrower in Schedule II as amended from time to time in
accordance with subsection 12.1(b)(i).

"Environmental Laws":  any and all applicable foreign, Federal, state, local
or municipal laws, rules, orders, regulations, statutes, ordinances, codes,
decrees, requirements of any Governmental Authority or other Requirements of
Law (including, without limitation, common law) regulating, relating to or
imposing liability or standards of conduct concerning protection of human
health or the environment, as now or may at any time hereafter be in effect.

"ERISA":  the Employee Retirement Income Security Act of 1974, as amended
from time to time.

"euro": the single currency of participating member states of the European
Union.

"Eurocurrency Loan":  any Loan bearing interest based upon a Eurocurrency
Rate.

"Eurocurrency Rate":  in respect of Dollars and each Available Foreign
Currency, the rate determined as the Eurocurrency Rate for Dollars or such
Available Foreign Currency in the manner set forth in the Administrative
Schedule.

"Event of Default":  any of the events specified in Section 10, provided that
any requirement for the giving of notice, the lapse of time, or both, or any
other condition, has been satisfied.

"Exchange Rate":  with respect to any Available Foreign Currency on any date,
the rate at which such Available Foreign Currency may be exchanged into
Dollars, as set forth on such date on the relevant Reuters currency page at
or about 11:00 a.m. London time on such date.  In the event that such rate
does not appear on any Reuters currency page, the "Exchange Rate" with
respect to such Available Foreign Currency shall be determined by reference
to such other publicly available service for displaying exchange rates as may
be agreed upon by the Administrative Agent and the Company or, in the absence
of such agreement, such "Exchange Rate" shall instead be the Administrative
Agent's spot rate of exchange in the interbank market where its foreign
currency exchange operations in respect of such Available Foreign Currency
are then being conducted, at or about 10:00 a.m., local time, at such date
for the purchase of Dollars with such Available Foreign Currency, for
delivery two Business Days later; provided, that if at the time of any such
determination, no such spot rate can reasonably be quoted, the Administrative
Agent may use any reasonable method as it deems applicable to determine such
rate, and such determination shall be conclusive absent manifest error
(without prejudice to the determination of the reasonableness of such
method).

"Existing Credit Agreement":  as defined in the recitals hereof.

"Exposure":  at any date, (a) as to all the Banks, the aggregate Dollar
Equivalent Amount of the outstanding principal amount of all Loans then
outstanding, (b) as to any Bank, the aggregate Dollar Equivalent Amount of
(i) the outstanding principal amount of all Committed Rate Loans and
Competitive Advance Loans made by such Bank and (ii) such Bank's Commitment
Percentage of the outstanding principal amount of all Swing Line Loans and
(c) as to any Borrower, the aggregate Dollar Equivalent Amount of the
outstanding principal amount of all Loans to such Borrower then outstanding.

"Facility Fee Rate": (i) for the period from and including the Closing Date
to and including September 30, 2001, 12.50 basis points and (ii) for any date
thereafter, a rate per annum determined based upon the Rating in effect on
such date by both S&P and Moody's set forth under the relevant column heading
below opposite such Rating:
Rating
(S&P/Moody's) Facility Fee Rate (in basis points) Greater than or equal to A-
/A3 9.00
Greater than or equal to BBB+/Baa1 10.00
Greater than or equal to BBB/Baa2 12.50
Greater than or equal to BBB-/Baa3 15.00
Less than BBB-/Baa3 20.00

; provided that, in the event that the Ratings of S&P and Moody's do not
coincide, the Facility Fee Rate set forth above opposite the lower of such
Ratings will apply, or if there is no Rating in effect, the Facility Fee Rate
will be based on the rating of less than BBB-/Baa3.

"Financing Lease":  any lease of property, real or personal, the obligations
of the lessee in respect of which are required in accordance with GAAP to be
capitalized on a balance sheet of the lessee.

"Foreign Currency Commitment":  as to any Bank and any Available Foreign
Currency, the obligation of such Bank to make Committed Rate Loans hereunder
denominated in such Available Foreign Currency in an aggregate principal
amount at any one time outstanding not to exceed the amount set forth
opposite such Bank's name on Schedule I under the caption "[Name of
applicable Available Foreign Currency] Commitment Amount", as such amount may
be changed from time to time in accordance with the provisions of this
Agreement.

"Foreign Currency Commitment Percentage":  as to any Bank and any Available
Foreign Currency at any time, the percentage which such Bank's Foreign
Currency Commitment in such Available Foreign Currency then constitutes of
the aggregate Foreign Currency Commitments of all Banks in such Available
Foreign Currency.

"Foreign Subsidiary Borrower":  each Subsidiary of the Company listed as a
Foreign Subsidiary Borrower in Schedule II as amended from time to time in
accordance with subsection 12.1(b)(i); provided that with respect to any
Subsidiary for which a Foreign Subsidiary Opinion has not previously been
delivered, if the aggregate Exposure of such Subsidiary owing to all Banks
exceeds $20,000,000 for a period of 30 consecutive days, then, unless a
Foreign Subsidiary Opinion is delivered within 30 days after the end of such
period, such Subsidiary shall cease to be a Foreign Subsidiary Borrower 30
days after the end of such period with respect to all Exposure of such
Subsidiary owing to the Banks in excess of $20,000,000.

"Foreign Subsidiary Opinion":  with respect to any Foreign Subsidiary
Borrower, a legal opinion of counsel to such Foreign Subsidiary Borrower
addressed to the Administrative Agent and the Banks concluding that such
Foreign Subsidiary Borrower and the Credit Documents to which it is a party
substantially comply with the matters listed on Exhibit G-3 hereto, with such
deviations therefrom as the Administrative Agent shall consent (such consent
not to be unreasonably withheld).

"Funding Office":  (i) for each Type of Committed Rate Loan and each
Currency, the Funding Office set forth in respect thereof in the
Administrative Schedule and (ii) for each Competitive Advance Loan, as agreed
by the Borrower that borrows such Competitive Advance Loan, the Bank that
makes such Competitive Advance Loan and the Administrative Agent.

"Funding Time":  (i) for each Type of Committed Rate Loan and each Currency,
the Funding Time set forth in respect thereof in the Administrative Schedule
and (ii) for each Competitive Advance Loan, as agreed by the Borrower that
borrows such Competitive Advance Loan, the Bank that makes such Competitive
Advance Loan and the Administrative Agent.

"GAAP":  generally accepted accounting principles in the United States of
America in effect from time to time.

"Governing Documents":  as to any Person, the certificate or articles of
incorporation and by-laws or other organizational or governing documents of
such Person.

"Governmental Authority":  any nation or government, any state or other
political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or
pertaining to government.

"Guarantee Obligation":  as to any Person (the "guaranteeing person"), any
obligation of (a) the guaranteeing person or (b) another Person (including,
without limitation, any bank under any letter of credit) to induce the
creation of which the guaranteeing person has issued a reimbursement,
counterindemnity or similar obligation, in either case guaranteeing or in
effect guaranteeing any Indebtedness, leases, dividends or other obligations
(the "primary obligations") of any other third Person (the "primary obligor")
in any manner, whether directly or indirectly, including, without limitation,
any obligation of the guaranteeing person, whether or not contingent, (i) to
purchase any such primary obligation or any property constituting direct or
indirect security therefor, (ii) to advance or supply funds (1) for the
purchase or payment of any such primary obligation or (2) to maintain working
capital or equity capital of the primary obligor or otherwise to maintain the
net worth or solvency of the primary obligor, (iii) to purchase property,
securities or services primarily for the purpose of assuring the owner of any
such primary obligation of the ability of the primary obligor to make payment
of such primary obligation or (iv) otherwise to assure or hold harmless the
owner of any such primary obligation against loss in respect thereof;
provided, however, that the term Guarantee Obligation shall not include
endorsements of instruments for deposit or collection in the ordinary course
of business.  The amount of any Guarantee Obligation of any guaranteeing
person shall be deemed to be the lower of (a) an amount equal to the stated
or determinable amount of the primary obligation in respect of which such
Guarantee Obligation is made and (b) the maximum amount for which such
guaranteeing person may be liable pursuant to the terms of the instrument
embodying such Guarantee Obligation, unless such primary obligation and the
maximum amount for which such guaranteeing person may be liable are not
stated or determinable, in which case the amount of such Guarantee Obligation
shall be such guaranteeing person's maximum reasonably anticipated liability
in respect thereof as determined by the Company in good faith.

"Guarantor":  the Company or any Subsidiary in its capacity as a party to the
Company Guarantee or a Subsidiary Guarantee, as the case may be.

"Hedging Agreements":  (a) Interest Rate Agreements and (b) any swap,
futures, forward or option agreements or other agreements or arrangements
designed to limit or eliminate the risk and/or exposure of a Person to
fluctuations in currency exchange rates.

"Hedging Banks":  any Bank or any of its subsidiaries or affiliates which
from time to time enter into Hedging Agreements with the Company or any of
its Subsidiaries.

"Increasing Bank":  as defined in subsection 2.10(c).

"Indebtedness":  of any Person at any date, without duplication, (a) the
principal amount of all indebtedness of such Person for borrowed money or for
the deferred purchase price of property or services (other than current trade
liabilities incurred in the ordinary course of business and payable in
accordance with customary practices), (b) the principal amount of any other
indebtedness of such Person which is evidenced by a note, bond, debenture or
similar instrument, (c) the portion of all obligations of such Person under
Financing Leases which must be capitalized in accordance with GAAP, (d) the
principal or stated amount of all obligations of such Person in respect of
letters of credit, banker's acceptances or similar obligations issued or
created for the account of such Person, (e) all liabilities arising under
Hedging Agreements of such Person, (f) the principal or stated amount of all
Guarantee Obligations of such Person (other than guarantees by the Company or
any Subsidiary in respect of current trade liabilities of the Company or any
Subsidiary incurred in the ordinary course of business and payable in
accordance with customary terms), and (g) the principal amount of all
liabilities secured by any Lien on any property owned by such Person even
though such Person has not assumed or otherwise become liable for the payment
thereof.

"Initial Subsidiary Guarantee":  the Subsidiary Guarantee executed on the
Closing Date by Support Net, Inc., an Indiana corporation, Gates/Arrow
Distributing, Inc., a Delaware corporation, and Mid Range Open Computing
Alliance, Inc., a Delaware corporation, substantially in the form of Exhibit
F-2, as the same may be amended, supplemented or otherwise modified from time
to time.

"Insolvency":  with respect to any Multiemployer Plan, the condition that
such Plan is insolvent within the meaning of Section 4245 of ERISA.

"Insolvent":  pertaining to a condition of Insolvency.

"Interest Payment Date":  (a) as to any ABR Loan, the last day of each March,
June, September and December, (b) as to any Committed Rate Eurocurrency Loan
having an Interest Period of three months or less, the last day of such
Interest Period, (c) as to any Committed Rate Eurocurrency Loan having an
Interest Period longer than three months, each day which is three months
after the first day of such Interest Period and the last day of such Interest
Period, (d) as to any Swing Line Loan, the last Business Day of each calendar
month during which such Swing Line Loan is outstanding, and (e) as to any
Competitive Advance Loan, the date or dates set forth in the applicable
Competitive Advance Loan Request or otherwise agreed upon by the relevant
Borrower and Bank at the time the terms of such Competitive Advance Loan are
determined as provided in subsection 3.2.

"Interest Period":  with respect to any Committed Rate Eurocurrency Loan:

      (i) initially, the period commencing on the borrowing or conversion
date, as the case may be, with respect to such Eurocurrency Loan and ending
one, two, three or six months thereafter, as selected by the relevant
Borrower in its Notice of Borrowing or Notice of Conversion, as the case may
be, given with respect thereto; and
     (ii) thereafter, each period commencing on the last day of the next
preceding Interest Period applicable to such Eurocurrency Loan and ending
one, two, three or six months thereafter, as selected by the relevant
Borrower by a Notice of Continuation with respect thereto; provided that, all
of the foregoing provisions relating to Interest Periods are subject to the
following:

         (1) if any Interest Period would otherwise end on a day that is not
a Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless the result of such extension would be to carry such
Interest Period into another calendar month in which event such Interest
Period shall end on the immediately preceding Business Day;

         (2) any Interest Period that would otherwise extend beyond the
Termination Date shall end on the Termination Date; and

         (3) any Interest Period 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 a calendar month.

"Interest Rate Agreement":  any interest rate protection agreement, interest
rate future, interest rate option, interest rate swap, interest rate cap or
other interest rate hedge or arrangement under which the Company is a party
or a beneficiary.

"Joinder Agreement":  each Joinder Agreement, substantially in the form of
Exhibit A, from time to time executed and delivered hereunder pursuant to
subsection 12.1(b).

"Lien":  any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge or other security
interest or any preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including, without
limitation, any conditional sale or other title retention agreement and any
Financing Lease having substantially the same economic effect as any of the
foregoing).

"Loan":  any Committed Rate Loan, Competitive Advance Loan or Swing Line
Loan.

"Loan Parties":  the Company and each Subsidiary of the Company which is a
party to a Credit Document.

"London Banking Day": any day on which banks in London are open for general
banking business, including dealings in foreign currency and exchange.

"Material Adverse Effect":  a material adverse effect on (a) the business,
operations, property, condition (financial or otherwise) or prospects of the
Company and its Subsidiaries taken as a whole, (b) the ability of the Company
to perform its obligations under this Agreement or other Credit Documents or
(c) the validity or enforceability of this Agreement or any of the other
Credit Documents or the rights or remedies of the Administrative Agent, or
the Banks hereunder or thereunder.

"Materials of Environmental Concern":  any gasoline or petroleum (including
crude oil or any fraction thereof) or petroleum products or any hazardous or
toxic substances, materials or wastes, defined or regulated as such in or
under any Environmental Law, including, without limitation, asbestos,
polychlorinated biphenyls and urea-formaldehyde insulation.

"Moody's":  Moody's Investors Service, Inc.

"Multiemployer Plan":  a Plan which is a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

"New Bank":  as defined in subsection 2.10(b).

"New Bank Supplement":  as defined in subsection 2.10(b).

"Non-Excluded Taxes":  as defined in subsection 5.6.

"Notice of Borrowing":  with respect to a Committed Rate Loan of any Type in
any Currency, a notice from the Borrower in respect of such Loan, containing
the information in respect of such Loan and delivered to the Person, in the
manner and by the time specified for a Notice of Borrowing in respect of such
Currency and such Type of Loan in the Administrative Schedule.

"Notice of Continuation":  with respect to a Committed Rate Eurocurrency Loan
in any Currency, a notice from the Borrower in respect of such Loan,
containing the information in respect of such Loan and delivered to the
Person, in the manner and by the time specified for a Notice of Continuation
in respect of such Currency in the Administrative Schedule.

"Notice of Conversion":  with respect to a Committed Rate Loan in Dollars
which a Borrower wishes to convert from a Eurocurrency Loan to an ABR Loan,
or from an ABR Loan to a Eurocurrency Loan, as the case may be, a notice from
such Borrower setting forth the amount of such Loan to be converted, the date
of such conversion and, in the case of conversions of ABR Loans to
Eurocurrency Loans, the length of the initial Interest Period applicable
thereto.  Each Notice of Conversion shall be delivered to the Administrative
Agent at its address set forth in subsection 12.2 and shall be delivered
before 12:00 Noon, New York City time, on the Business Day of the requested
conversion in the case of conversions to ABR Loans, and before 12:00 Noon,
New York City time, three Business Days before the requested conversion in
the case of conversions to Eurocurrency Loans.

"Notice of Prepayment":  with respect to prepayment of any Committed Rate
Loan of any Type in any Currency, a notice from the Borrower in respect of
such Loan, containing the information in respect of such prepayment and
delivered to the Person, in the manner and by the time specified for a Notice
of Prepayment in respect of such Currency and such Type of Loan in the
Administrative Schedule.

"Notice of Swing Line Borrowing":  with respect to a Swing Line Loan of any
Type in any Currency, a notice from the Borrower in respect of such Loan,
containing the information in respect of such Swing Line Loan and delivered
to the Person, in the manner and by the time agreed by the Company and the
applicable Swing Line Bank in respect of such Currency and such Type of Loan.

"Notice of Swing Line Outstandings":  with respect to each Swing Line Bank, a
notice from such Swing Line Bank containing the information, delivered to the
Person, in the manner and by the time, specified for a Notice of Swing Line
Outstandings in the Administrative Schedule.

"Notice of Swing Line Refunding":  with respect to each Swing Line Bank, a
notice from such Swing Line Bank containing the information, delivered to the
Person, in the manner and by the time, specified for a Notice of Swing Line
Refunding in the Administrative Schedule.

"Objecting Bank":  as defined in subsection 12.1(d).

"Offered Increase Amount":  as defined in subsection 2.10(a).

"Participant":  as defined in subsection 12.6(b).

"Payment Office":  (i) for each Type of Committed Rate Loan and each
Currency, the Payment Office set forth in respect thereof in the
Administrative Schedule and (ii) for each Competitive Advance Loan, as agreed
by the Borrower that borrows such Competitive Advance Loan, the Bank that
makes such Competitive Advance Loan and the Administrative Agent.

"Payment Time":  (i) for each Type of Committed Rate Loan and each Currency,
the Payment Time set forth in respect thereof in the Administrative Schedule
and (ii) for each Competitive Advance Loan, as agreed by the Borrower that
borrows such Competitive Advance Loan, the Bank that makes such Competitive
Advance Loan and the Administrative Agent.

"PBGC":  the Pension Benefit Guaranty Corporation established pursuant to
Subtitle A of Title IV of ERISA.

"Permitted Receivables Securitization":  any transaction involving one or
more sales, contributions or other conveyances by the Company or any
Subsidiary of any Receivables to a special purpose entity (which may be a
Subsidiary or Affiliate of the Company), which special purpose entity
finances such sales, contributions or other conveyances by in turn conveying
an interest in such Receivables to one or more Receivable Financiers,
provided that such transaction shall not involve any recourse to the Company
or any Subsidiary (other than such special purpose entity) for any reason
other than (i) repurchases of non-eligible Receivables, (ii) indemnification
for losses (including any adjustments for dilutions), other than credit
losses related to the Receivables conveyed in such transaction and (iii)
payment of costs, fees, expenses and indemnities relating to such
transaction.

"Person":  an individual, partnership, corporation, business trust, joint
stock company, trust, unincorporated association, joint venture, Governmental
Authority or other entity of whatever nature.

"Plan":  at a particular time, any employee benefit plan which is covered by
ERISA and in respect of which the Company or a Commonly Controlled Entity is
(or, if such plan were terminated at such time, would under Section 4069 of
ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

"Properties":  as defined in subsection 6.18(a).

"Ratings":  the actual or implied senior unsecured non-credit enhanced debt
ratings of the Company in effect from time to time by Moody's or S&P, as the
case may be, the bank debt rating of the Company in effect from time to time
by Moody's or the corporate credit rating of the Company in effect from time
to time by S&P.

"Re-Allocation Date":  as defined in subsection 2.10(e).

"Receivables":  all accounts receivable of the Company or any of its
Subsidiaries, and all proceeds thereof and rights (contractual and other) and
collateral related thereto.

"Receivable Financier":  any Person (other than a Subsidiary or Affiliate of
the Company) that finances the acquisition by a special purpose entity of
Receivables from the Company or any Subsidiary.

"Register":  as defined in subsection 12.6(d).

"Regulation U":  Regulation U of the Board as in effect from time to time.

"Reorganization":  with respect to any Multiemployer Plan, the condition that
such plan is in reorganization within the meaning of Section 4241 of ERISA.

"Replacement Bank":  a bank or financial institution that assumes certain
Commitments and obligations and purchases certain Loans and rights pursuant
to subsection 5.7(b) or 14.1(e).

"Reportable Event":  any of the events set forth in Section 4043(c) of ERISA,
other than those events as to which the thirty day notice period is waived
under subsections .13, .14, .16, .18, .19 or .20 of PBGC Reg. S 2615.

"Required Banks":  at any time, Banks the Commitment Percentages of which
aggregate more than 50%.

"Requirement of Law":  as to any Person, the Governing Documents of such
Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case
applicable to or binding upon such Person or any of its property or to which
such Person or any of its property is subject.

"Responsible Officer":  as to any Person, the chief executive officer, the
chairman of the board, the president, the chief financial officer, the chief
accounting officer, any executive or senior vice president or the treasurer
of such Person.

"S&P":  Standard & Poor's Ratings Group.

"Schedule Amendment":  each Schedule Amendment, substantially in the form of
Exhibit B, executed and delivered pursuant to subsection 12.1.

"Single Employer Plan":  any Plan which is covered by Title IV of ERISA, but
which is not a Multiemployer Plan.

"Subsidiary":  as to any Person, a corporation, partnership or other entity
of which shares of stock or other ownership interests having ordinary voting
power (other than stock or such other ownership interests having such power
only by reason of the happening of a contingency) to elect a majority of the
board of directors or other managers of such corporation, partnership or
other entity are at the time owned, or the management of which is otherwise
controlled, directly or indirectly through one or more intermediaries, or
both, by such Person.  Unless otherwise qualified, all references to a
"Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a
Subsidiary or Subsidiaries of the Company.

"Subsidiary Borrower":  the collective reference to the Foreign Subsidiary
Borrowers and the Domestic Subsidiary Borrowers.

"Subsidiary Guarantee":  each of (a) the Initial Subsidiary Guarantee and (b)
each other Subsidiary Guarantee, substantially in the form of the Initial
Subsidiary Guarantee with such changes as shall be approved by the
Administrative Agent, to be executed and delivered from time to time by any
other Domestic Subsidiary pursuant to subsection 8.9, in each case, as the
same may be amended, supplemented or otherwise modified from
time to time.

"Swing Line Bank":  in respect of any Borrower and any Currency, each Bank
listed as a Swing Line Bank in respect of such Borrower and Currency in
Schedule III.

"Swing Line Currency":  in respect of any Borrower, the Currency set forth
for such Borrower in Schedule III.

"Swing Line Limit":  in respect of any Borrower, the amount listed as the
Swing Line Limit in respect of such Borrower in Schedule III, but not in any
case for all Borrowers to exceed a Dollar Equivalent Amount equal to
$50,000,000.

"Swing Line Loan":  as defined in subsection 4.1.

"Swing Line Rate":  in respect of each Swing Line Currency for each Swing
Line Bank, the interest rate agreed from time to time between the Company and
such Swing Line Bank.

"Target Operating Day":  any day that is not (a) a Saturday or Sunday, (b)
Christmas Day or New Year's Day or (c) any other day on which the Trans-
European Real-time Gross Settlement Operating System (or any successor
settlement system) is not operating (as determined by the Administrative
Agent).

"Termination Date":  February 21, 2002, as such date may be extended pursuant
to subsection 5.12.

"Three Year Credit Agreement":  the Amended and Restated Three Year Credit
Agreement, dated as of February 22, 2001, as amended, among the Company, the
other borrowers named therein, Chase, as administrative agent, and others.

"Total Assets":  at a particular date, the assets of the Company and its
Subsidiaries, determined on a consolidated basis in accordance with GAAP.

"Tranche":  the collective reference to Committed Rate Eurocurrency Loans in
any Currency the then current Interest Periods with respect to all of which
begin on the same date and end on the same later date (whether or not such
Loans shall originally have been made on the same day).

"Transferee":  as defined in subsection 12.6(f).

"Type":  in respect of any Loan, its character as a Committed Rate Loan,
Competitive Advance Loan or Swing Line Loan, as the case may be.

"UCC":  the Uniform Commercial Code as from time to time in effect in the
relevant jurisdiction.

"Undrawn Commitment":  as to any Bank at any time, the amount of such Bank's
Commitment minus the amount of such Bank's Committed Exposure at such time
but not less than zero.

1.2 Other Definitional Provisions.  Unless otherwise specified therein, all
terms defined in this Agreement shall have the defined meanings when used in
any certificate or other document made or delivered pursuant hereto.

     (b) As used herein and in any certificate or other document made or
delivered pursuant hereto, accounting terms relating to the Company and its
Subsidiaries not defined in subsection 1.1 and accounting terms partly
defined in subsection 1.1, to the extent not defined, shall have the
respective meanings given to them under GAAP.

     (c) The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole
and not to any particular provision of this Agreement, and Section,
subsection, Schedule and Exhibit references are to this Agreement unless
otherwise specified.
     (d) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

     (e) The phrases "to the knowledge of the Company" and "of which any
Subsidiary is aware" and phrases of similar import when used in this
Agreement shall mean to the actual knowledge of a Responsible Officer of the
Company or any such Subsidiary, as the case may be.

1.3 Accounting Determinations.  Unless otherwise specified herein, all
accounting determinations for purposes of calculating or determining
compliance with the terms found in subsection 1.1 or the standards and
covenants found in subsection 9.1 and otherwise to be made under this
Agreement shall be made in accordance with GAAP applied on a basis consistent
in all material respects with that used in preparing the financial statements
referred to in subsection 6.1.  If GAAP shall change from the basis used in
preparing such financial statements, the certificates required to be
delivered pursuant to subsection 8.2 demonstrating compliance with the
covenants contained herein shall set forth calculations setting forth the
adjustments necessary to demonstrate how the Company is in compliance with
the financial covenants based upon GAAP as in effect on the Closing Date.

SECTION 2. THE COMMITTED RATE LOANS

2.1 Committed Rate Loans.  Subject to the terms and conditions hereof, each
Bank severally agrees to make loans on a revolving credit basis ("Committed
Rate Loans") to any Borrower from time to time during the Commitment Period;
provided, that no Committed Rate Loan shall be made if, after giving effect
to the making of such Loan and the simultaneous application of the proceeds
thereof, (i) the aggregate amount of the Exposure of all the Banks would
exceed the aggregate amount of the Commitments or (ii) in the case of
Committed Rate Loans denominated in an Available Foreign Currency, the
aggregate principal amount of Committed Rate Loans outstanding to any Bank in
such Currency would exceed the Foreign Currency Commitment of such Bank in
such Currency.  During the Commitment Period, the Borrowers may use the
Commitments by borrowing, prepaying the Committed Rate Loans in whole or in
part, and reborrowing, all in accordance with the terms and conditions
hereof.

     (b) The Committed Rate Loans may be made in Dollars or any Available
Foreign Currency and may from time to time be (i) Committed Rate Eurocurrency
Loans, (ii) in the case of Committed Rate Loans in Dollars only, Committed
Rate ABR Loans or (iii) a combination thereof, as determined by the relevant
Borrower and set forth in the Notice of Borrowing or Notice of Conversion
with respect thereto; provided, that no Committed Rate Eurocurrency Loan
shall be made after the day that is one month prior to the Termination Date.

2.2 Procedure for Committed Rate Loan Borrowing.  Any Borrower may request
the Banks to make Committed Rate Loans on any Business Day during the
Commitment Period by delivering a Notice of Borrowing.  Each borrowing of
Committed Rate Loans (other than pursuant to a Swing Line refunding pursuant
to subsection 4.4) shall be in an amount equal to (a) in the case of ABR
Loans, $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if
the then aggregate undrawn amount of the Commitments is less than $1,000,000,
such lesser amount) and (b) in the case of Eurocurrency Loans, (i) if in
Dollars, $2,000,000 or increments of $500,000 thereafter, and (ii) if in any
Available Foreign Currency, an amount in such Available Foreign Currency of
which the Dollar Equivalent Amount is at least $2,000,000.  Upon receipt of
any such Notice of Borrowing from a Borrower, the Administrative Agent shall
promptly notify each Bank that has a Commitment in the relevant Currency of
receipt of such Notice of Borrowing and of such Bank's Borrowing Percentage
of the Committed Rate Loans to be made pursuant thereto.  Subject to the
terms and conditions hereof, each Bank that has a Commitment in the relevant
Currency will make its Borrowing Percentage of each such borrowing available
to the Administrative Agent for the account of such Borrower at the Funding
Office, and at or prior to the Funding Time, for the Currency of such Loan in
funds immediately available to the Administrative Agent in the applicable
Currency.  The amounts made available by each Bank will then be made
available to such Borrower at the Funding Office, in like funds as received
by the Administrative Agent.

2.3 Repayment of Committed Rate Loans; Evidence of Debt.  Each Borrower
hereby unconditionally promises to pay to the Administrative Agent for the
account of each Bank on the Termination Date (or such earlier date on which
the Loans become due and payable pursuant to Section 10), the then unpaid
principal amount of each Committed Rate Loan made by such Bank to such
Borrower.  Each Borrower hereby further agrees to pay interest on the unpaid
principal amount of the Committed Rate Loans made to such Borrower from time
to time outstanding from the date hereof until payment in full thereof at the
rates per annum, and on the dates, set forth in subsection 2.8. (b) Each Bank
shall maintain in accordance with its usual practice an account or accounts
evidencing indebtedness of each Borrower to such Bank resulting from each
Committed Rate Loan of such Bank from time to time, including the amounts of
principal and interest payable and paid to such Bank from time to time under
this Agreement.

     (c) The Administrative Agent shall maintain the Register pursuant to
subsection 12.6(d), and a subaccount therein for each Bank, in which shall be
recorded (i) the amount of each Committed Rate Loan made hereunder and each
Interest Period (if any) applicable thereto, (ii) the amount of any principal
or interest due and payable or to become due and payable from each Borrower
to each Bank under Committed Rate Loans and (iii) the amount of any sum
received by the Administrative Agent from each Borrower in respect of
Committed Rate Loans, and the amount of each Bank's share thereof.

     (d) The entries made in the Register and the accounts of each Bank
maintained pursuant to subsection 2.3(b) shall, to the extent permitted by
applicable law, be prima facie evidence of the existence and amounts of the
obligations of each Borrower therein recorded; provided, however, that the
failure of any Bank or the Administrative Agent to maintain the Register or
any such account, or any error therein, shall not in any manner affect the
obligation of each Borrower to repay (with applicable interest) the Committed
Rate Loans made to such Borrower by such Bank in accordance with the terms of
this Agreement.

2.4 Termination or Reduction of Commitments.  The Company shall have the
right, upon not less than five Business Days' notice to the Administrative
Agent, to terminate the Commitments or, from time to time, to reduce the
amount of the Commitments.  Any such reduction shall be in an amount equal to
$5,000,000 or a whole multiple thereof and shall reduce permanently the
Commitments then in effect; provided that the Commitments may not be
optionally reduced at any time to an amount which is less than the amount of
the Exposure of all the Banks at such time; and provided further that the
Commitments may not be reduced to an amount which is less than $50,000,000
unless they are terminated in full.

2.5 Optional Prepayments.  By giving a Notice of Prepayment, any Borrower
may, at any time and from time to time, prepay the Committed Rate Loans made
to such Borrower, in whole or in part, without premium or penalty (except as
provided in subsection 5.8).  Upon receipt of any such notice the
Administrative Agent shall promptly notify each relevant Bank thereof.  If
any such notice is given, the amount specified in such notice shall be due
and payable on the date specified therein, together with any amounts payable
pursuant to subsection 5.8.  Partial prepayments shall be in an aggregate
principal amount of $1,000,000 or a whole multiple of $500,000 in excess
thereof or an aggregate principal Dollar Equivalent Amount of at least
$1,000,000 for Loans denominated in a Foreign Currency.

2.6 Conversion and Continuation Options.  By giving a Notice of Conversion,
any Borrower may elect from time to time (i) to convert such Borrower's
Eurocurrency Loans in Dollars to ABR Loans or (ii) to convert such Borrower's
ABR Loans to Eurocurrency Loans in Dollars.  Upon receipt of any Notice of
Conversion the Administrative Agent shall promptly notify each relevant Bank
thereof.  All or any part of Eurocurrency Loans outstanding in Dollars or ABR
Loans may be converted as provided herein, provided that (i) no ABR Loan may
be converted into a Eurocurrency Loan when any Event of Default has occurred
and is continuing and the Administrative Agent has or the Required Banks have
determined that such a conversion is not appropriate and (ii) no ABR Loan may
be converted into a Eurocurrency Loan after the date that is one month prior
to the Termination Date.

     (b) By giving a Notice of Continuation, any Borrower may continue any of
such Borrower's Eurocurrency Loans as Eurocurrency Loans in the same Currency
for additional Interest Periods.

     (c) Any Borrower may convert Committed Rate Loans outstanding in Dollars
or one Available Foreign Currency to Committed Rate Loans in Dollars or a
different Currency by repaying such Loans in the first Currency and borrowing
Loans of such different Currency in accordance with the applicable provisions
of this Agreement.

     (d) If any Borrower shall fail to timely give a Notice of Continuation
or a Notice of Conversion in respect of any of such Borrower's Eurocurrency
Loans with respect to which an Interest Period is expiring, such Borrower
shall be deemed to have given a Notice of Continuation for an Interest Period
of one month.

2.7 Minimum Amounts of Tranches.  All borrowings, conversions and
continuations of Committed Rate Loans and all selections of Interest Periods
shall be in such amounts and be made pursuant to such elections so that,
after giving effect thereto, the aggregate principal amount of the Committed
Rate Loans comprising (i) each Tranche in Dollars shall be not less than
$2,000,000 and (ii) each Tranche in any Available Foreign Currency shall be
not less than the Dollar Equivalent Amount in such Currency of $2,000,000.

2.8 Interest Rates and Payment Dates for Committed Rate Loans.  Each
Committed Rate Eurocurrency Loan shall bear interest for each day during each
Interest Period with respect thereto at a rate per annum equal to the
Eurocurrency Rate for such Interest Period plus the Applicable Margin.

     (b) Each Committed Rate ABR Loan shall bear interest at a rate per annum
equal to the ABR.

     (c) If all or a portion of (i) the principal amount of any Committed
Rate Loan or (ii) any interest payable thereon shall not be paid when due
(whether at the stated maturity, by acceleration or otherwise), such overdue
amount shall bear interest at a rate per annum which is (x) in the case of
overdue principal, the rate that would otherwise be applicable thereto
pursuant to the foregoing provisions of this subsection plus 2% or (y) in the
case of overdue interest, the rate described in paragraph (b) of this
subsection plus 2%, in each case from the date of such non-payment until such
amount is paid in full (as well after as before judgment).

     (d) Interest on Committed Rate Loans shall be payable in arrears on each
Interest Payment Date; provided, that interest accruing pursuant to paragraph
(c) of this subsection shall be payable from time to time on demand.

2.9 Inability to Determine Interest Rate.  If on or prior to the date on
which the Eurocurrency Rate is determined for any Interest Period in respect
of any Eurocurrency Loan in any Currency:

     (a) the Administrative Agent shall have determined (which determination
shall be conclusive absent manifest error) that, by reason of circumstances
affecting the relevant market generally, adequate and reasonable means do not
exist for ascertaining the Eurocurrency Rate for such affected Currency or
such affected Interest Period, or (b) the Administrative Agent shall have
received notice from Banks having Commitments comprising at least 25% of the
aggregate amount of the Commitments (or, in the case of Loans denominated in
an Available Foreign Currency, Banks having at least 25% of the Foreign
Currency Commitments in such Available Foreign Currency) that the
Eurocurrency Rate determined or to be determined for such affected Interest
Period will not adequately and fairly reflect the cost to such Banks (as
conclusively certified by such Banks) of making or maintaining their affected
Committed Rate Loans during such affected Interest Period, the Administrative
Agent shall give telecopy or telephonic notice thereof to the Company and the
Banks as soon as practicable thereafter.  If such notice is given (x) any
Eurocurrency Loans requested to be made in such affected Currency on the
first day of such affected Interest Period shall be made as ABR Loans in
Dollars in the Dollar Equivalent Amount, (y) any Committed Rate Loans that
were to have been converted on the first day of such affected Interest Period
from ABR Loans to Eurocurrency Loans shall be continued as ABR Loans and (z)
any Eurocurrency Loans in such affected Currency that were to have been
continued as such shall be converted, on the first day of such Interest
Period, to ABR Loans in Dollars in the Dollar Equivalent Amount.  Until such
notice has been withdrawn by the Administrative Agent, no further
Eurocurrency Loans in such affected Currency shall be made, converted to or
continued as such.

2.10 Commitment Increases.  At any time after the Closing Date, provided that
no Event of Default shall have occurred and be continuing, the Borrowers may
request an increase of the aggregate Commitments by notice to the
Administrative Agent in writing of the amount (the "Offered Increase Amount")
of such proposed increase (such notice, a "Commitment Increase Notice").  Any
such Commitment Increase Notice must offer each Bank the opportunity to
subscribe for its pro rata share of the increased Commitments; provided,
however, the Borrowers may, with the consent of the Administrative Agent
(which consent shall not be unreasonably withheld or delayed), without
offering to each Bank the opportunity to subscribe for its pro rata share of
the increased Commitments, offer to any bank or other financial institution
that is not an existing Bank the opportunity to provide a new Commitment
pursuant to paragraph (b) below.  If any portion of the increased Commitments
offered to the Banks as contemplated in the immediately preceding sentence is
not subscribed for by the Banks, the Borrowers may, with the consent of the
Administrative Agent as to any bank or financial institution that is not at
such time a Bank (which consent shall not be unreasonably withheld or
delayed), offer to any existing Bank or to one or more additional banks or
financial institutions the opportunity to provide all or a portion of such
unsubscribed portion of the increased Commitments pursuant to paragraph (b)
below.

     (b) Any additional bank or financial institution that the Borrowers
select to offer the opportunity to provide any portion of the increased
Commitments, and that elects to become a party to this Agreement and provide
a Commitment, shall execute a New Bank Supplement with the Borrowers and the
Administrative Agent, substantially in the form of Exhibit K (a "New Bank
Supplement"), whereupon such bank or financial institution (a "New Bank")
shall become a Bank for all purposes and to the same extent as if originally
a party hereto and shall be bound by and entitled to the benefits of this
Agreement, and Schedule I shall be deemed to be amended to add the name and
Commitment of such New Bank, provided that the Commitment of any such New
Bank shall be in a principal amount not less than $10,000,000.

     (c) Any Bank that accepts an offer to it by the Borrowers to increase
its Commitment pursuant to this subsection 2.10 shall, in each case, execute
a Commitment Increase Supplement with the Borrowers and the Administrative
Agent, substantially in the form of Exhibit L (a "Commitment Increase
Supplement"), whereupon such Bank (an "Increasing Bank") shall be bound by
and entitled to the benefits of this Agreement with respect to the full
amount of its Commitment as so increased, and Schedule I shall be deemed to
be amended to so increase the Commitment of such Bank.

     (d) The effectiveness of any New Bank Supplement or Commitment Increase
Supplement shall be contingent upon receipt by the Administrative Agent of
such corporate resolutions of the Borrowers and legal opinions of counsel to
the Borrowers as the Administrative Agent shall reasonably request with
respect thereto.

     (e) (i)  Except as otherwise provided in subparagraphs (ii) and (iii) of
this paragraph (e), if any bank or financial institution becomes a New Bank
pursuant to subsection 2.10(b) or any Bank's Commitment is increased pursuant
to subsection 2.10(c), additional Committed Rate Loans made on or after the
date of the effectiveness thereof (the "Re-Allocation Date") shall be made in
accordance with the pro rata provisions of subsection 5.3 based on the
Commitment Percentages (or relevant Foreign Currency Commitment Percentages,
as the case may be) in effect on and after such Re-Allocation Date (except to
the extent that any such pro rata borrowings would result in any Bank making
an aggregate principal amount of Committed Rate Loans in excess of its
Commitment (or relevant Foreign Currency Commitment, as the case may be), in
which case such excess amount will be allocated to, and made by, the relevant
New Banks and Increasing Banks to the extent of, and in accordance with the
pro rata provisions of subsection 5.3 based on, their respective Commitments
(or relevant Foreign Currency Commitments, as the case may be).  On each Re-
Allocation Date, the Administrative Agent shall deliver a notice to each Bank
of the adjusted Commitment Percentages after giving effect to any increase in
the aggregate Commitments made pursuant to this subsection 2.10 on such Re-
Allocation Date.

     (ii) In the event that on any such Re-Allocation Date there is an unpaid
principal amount of ABR Loans, the applicable Borrower shall make prepayments
thereof and one or more Borrowers shall make borrowings of ABR Loans and/or
Eurocurrency Loans, as the applicable Borrower shall determine, so that,
after giving effect thereto, the ABR Loans and Eurocurrency Loans outstanding
are held as nearly as may be in accordance with the pro rata provisions of
subsection 5.3 based on such new Commitment Percentages.

    (iii) In the event that on any such Re-Allocation Date there is an unpaid
principal amount of Eurocurrency Loans, such Eurocurrency Loans shall remain
outstanding with the respective holders thereof until the expiration of their
respective Interest Periods (unless the applicable Borrower elects to prepay
any thereof in accordance with the applicable provisions of this Agreement),
and on the last day of the respective Interest Periods the applicable
Borrower shall make prepayments thereof and the applicable Borrowers shall
make borrowings of ABR Loans and/or Eurocurrency Loans so that, after giving
effect thereto, the ABR Loans and Eurocurrency Loans outstanding are held by
all the Banks as nearly as may be in accordance with the pro rata provisions
of subsection 5.3 based on such new Commitment Percentages.

     (f) Notwithstanding anything to the contrary in this subsection 2.10,
(i) in no event shall any transaction effected pursuant to this subsection
2.10 cause the Aggregate Commitments to exceed $1,500,000,000 and (ii) no
Bank shall have any obligation to increase its Commitment unless it agrees to
do so in its sole discretion.

2.11 Refunding of Committed Rate Loans Denominated in Available Foreign
Currencies.  Notwithstanding noncompliance with the conditions precedent set
forth in subsection 7.2, if any Committed Rate Loans denominated in any
Available Foreign Currency (any such Loans, "Specified Loans") are
outstanding on (i) any date on which an Event of Default pursuant to Section
10(g) shall have occurred with respect to the Company or (ii) any
Acceleration Date, then, at 10:00 A.M., New York City time, on the second
Business Day immediately succeeding (x) the date on which such Event of
Default occurs (in the case of clause (i) above) or (y) such Acceleration
Date (in the case of clause (ii) above), the Administrative Agent shall be
deemed to have received a notice from the Company pursuant to subsection 2.2
requesting that ABR Loans be made pursuant to subsection 2.1 on such second
Business Day in an aggregate amount equal to the Dollar Equivalent Amount of
the aggregate amount of all Specified Loans, and the procedures set forth in
subsection 2.2 shall be followed in making such ABR Loans.  The proceeds of
such ABR Loans shall be applied to repay such Specified Loans.

     (b) If, for any reason, ABR Loans may not be made pursuant to paragraph
(a) of this subsection 2.11 to repay Specified Loans as required by such
paragraph, effective on the date such ABR Loans would otherwise have been
made, (i) the principal amount of each relevant Specified Loan shall be
converted into Dollars (calculated on the basis of the Exchange Rate as of
the immediately preceding Business Day) ("Converted Specified Loans") and
(ii) each Bank severally, unconditionally and irrevocably agrees that it
shall purchase in Dollars a participating interest in such Converted
Specified Loans in an amount equal to the amount of ABR Loans which would
otherwise have been made by such Bank pursuant to paragraph (a) of this
subsection 2.11.  Each Bank will immediately transfer to the Administrative
Agent, in immediately available funds, the amount of its participation, and
the proceeds of such participation shall be distributed by the Administrative
Agent to each Bank having such Specified Loans in such amount as will reduce
the amount of the participating interest retained by such Bank in the
Converted Specified Loans to the amount of the ABR Loans which were to have
been made by it pursuant to paragraph (a) of this subsection 2.11.  All
Converted Specified Loans shall bear interest at the rate which would
otherwise be applicable to ABR Loans.  Each Bank shall share on a pro rata
basis (calculated by reference to its participating interest in such
Converted Specified Loans) in any interest which accrues thereon and in all
repayments thereof.

     (c) If, for any reason, ABR Loans may not be made pursuant to paragraph
(a) of this subsection 2.11 to repay Specified Loans as required by such
paragraph and the principal amount of any Specified Loans may not be
converted into Dollars in the manner contemplated by paragraph (b) of this
subsection 2.11, (i) the Administrative Agent shall determine the Dollar
Equivalent Amount of such Specified Loans (calculated on the basis of the
Exchange Rate determined as of the Business Day immediately preceding the
date on which ABR Loans would otherwise have been made pursuant to said
paragraph (a)) and (ii) effective on the date on which ABR Loans would
otherwise have been made pursuant to said paragraph (a), each Bank severally,
unconditionally and irrevocably agrees that it shall purchase in Dollars a
participating interest in such Specified Loans in an amount equal to the
amount of ABR Loans which would otherwise have been made by such Bank
pursuant to paragraph (a) of this subsection 2.11.  Each Bank will
immediately transfer to the Administrative Agent, in immediately available
funds, the amount of its participation, and the proceeds of such
participation shall be distributed by the Administrative Agent to each
relevant Bank having Specified Loans in such amount as will reduce the Dollar
Equivalent Amount as of such date of the amount of the participating interest
retained by such Bank in such Specified Loans to the amount of the ABR Loans
which were to have been made by it pursuant to paragraph (a) of this
subsection 2.11.  Each Bank shall share on a pro rata basis (calculated by
reference to its participating interest in such Specified Loans) in any
interest which accrues thereon, in all repayments of principal thereof and in
the benefits of any collateral furnished in respect thereof and the proceeds
of such collateral.

     (d) If any amount required to be paid by any Bank to any other Bank
pursuant to this subsection 2.11 in respect of any Specified Loan is not paid
to such Bank on the date such payment is due from such Bank, such obligor
Bank shall pay to such obligee Bank on demand an amount equal to the product
of (i) such amount, times (ii) the daily average Federal funds rate, as
quoted by such obligee Bank during the period from and including the date
such payment is required to the date on which such payment is immediately
available to such obligee Bank, times (iii) a fraction the numerator of which
is the number of days that elapse during such period and the denominator of
which is 360.  A certificate of an obligee Bank submitted to any obligor Bank
through the Administrative Agent with respect to any amounts owing under this
subsection (d) shall be conclusive in the absence of manifest error.

2.12  Certain Borrowings of Committed Rate Loans and Refunding of Loans.  (a)
If on any Borrowing Date on which a Specified  Borrower has requested the
Banks (the "Specified Foreign Currency Banks") to make Committed Rate Loans
denominated in an Available Foreign Currency (the "Requested Specified
Loans") (i) the principal amount of the Requested Specified Loans to be made
by any Specified Foreign Currency Bank exceeds the unused amount of the
Commitment of such Specified Foreign Currency Bank in the requested Available
Foreign Currency (before giving effect to the making and payment of any Loans
required to be made pursuant to this subsection 2.12 on such Borrowing Date),
(ii) the principal amount of such Requested Specified Loan, when added to the
outstanding principal amount of all other Committed Rate Loans of such
Specified Foreign Currency Banks denominated in the Available Foreign
Currency in which the Requested Specified Loans are to be made, does not
exceed the aggregate amount of such Specified Foreign Currency Banks' Foreign
Currency Commitments in such requested Available Foreign Currency and (iii)
the Dollar Equivalent of the amount of the excess described in the foregoing
clause (i) is less than or equal to the aggregate unused amount of the
Commitments of all Banks other than such Specified Foreign Currency Banks
(before giving effect to the making and payment of any Loans pursuant to this
subsection 2.12 on such Borrowing Date), each Bank other than such Specified
Foreign Currency Banks shall make a Committed Rate Loan denominated in
Dollars to the Company (or any Borrower identified by the Company) on such
Borrowing Date, and the proceeds of such Committed Rate Loans shall be
simultaneously applied to repay outstanding Committed Rate Loans denominated
in Dollars of such Specified Foreign Currency Banks in each case in amounts
such that, after giving effect to (1) such borrowings and repayments and (2)
the borrowing from such Specified Foreign Currency Banks of the Requested
Specified Loans, the excess described in the foregoing clause (i) will be
eliminated.  To effect such borrowings and repayments, (x) not later than
12:00 Noon, New York City time, on such Borrowing Date, the proceeds of such
Committed Rate Loans denominated in Dollars shall be made available by each
Bank other than such Specified Foreign Currency Banks to the Administrative
Agent at its office specified in subsection 12.2 in Dollars and in
immediately available funds and the Administrative Agent shall apply the
proceeds of such Committed Rate Loans denominated in Dollars toward repayment
of outstanding Committed Rate Loans denominated in Dollars of such Specified
Foreign Currency Banks (as directed by the Company) and (y) concurrently with
the repayment of such Loans on such Borrowing Date, (I) such Specified
Foreign Currency Banks shall, in accordance with the applicable provisions
hereof, make the Requested Specified Loans in an aggregate amount equal to
the amount so requested by the relevant Borrower and (II) the relevant
Borrower shall pay to the Administrative Agent for the account of the
Specified Foreign Currency Banks whose Loans to such Borrower are repaid on
such Borrowing Date pursuant to this subsection 2.12 all interest accrued on
the amounts repaid to the date of repayment, together with any amounts
payable pursuant to subsection 5.8 in connection with such repayment,
provided that the Administrative Agent shall have provided notice to the
Company prior to the making of such Requested Specified Loans that the making
thereof would obligate the Company to pay amounts pursuant to subsection 5.8.

     (b) If any borrowing of Committed Rate Loans is required pursuant to
this subsection 2.12, the Company shall notify the Administrative Agent in
the manner provided for Committed Rate Loans in subsection 2.3, except that
the minimum borrowing amounts and threshold multiples in excess thereof
applicable to ABR Loans set forth in subsection 2.3 shall not be applicable
to the extent that such minimum borrowing amounts exceed the amounts of
Committed Rate Loans required to be made pursuant to this subsection 2.12.

SECTION 3. THE COMPETITIVE ADVANCE LOANS

3.1 Competitive Advance Loans.  Subject to the terms and conditions hereof,
any Borrower may, from time to time during the Commitment Period, request the
Banks to offer bids, and any Bank may, in its sole discretion, offer such
bids, to make competitive advance loans ("Competitive Advance Loans") to such
Borrower on the terms and conditions set forth in such bids.  Each
Competitive Advance Loan shall bear interest at the rates, be payable on the
dates, and shall mature on the date, agreed between such Borrower and Bank at
the time such Competitive Advance Loan is made; provided, that (i) each
Competitive Advance Loan shall mature not earlier than 1 day and not later
than 180 days, after the date such Competitive Advance Loan is made and (ii)
no Competitive Advance Loan shall mature after the Termination Date.  During
the Commitment Period, the Borrowers may accept bids from Banks from time to
time for Competitive Advance Loans, and borrow and repay Competitive Advance
Loans, all in accordance with the terms and conditions hereof; provided, that
no Competitive Advance Loan shall be made if, after giving effect to the
making of such Loan and the simultaneous application of the proceeds thereof,
the aggregate amount of the Exposure of all the Banks would exceed the
aggregate amount of the Commitments.  Subject to the foregoing, any Bank may,
in its sole discretion, make Competitive Advance Loans in an aggregate
outstanding amount exceeding the amount of such Bank's Commitment.

     (b) The Competitive Advance Loans may be made in Dollars or any
Available Foreign Currency, as agreed between the Borrower and Bank in
respect thereof at the time such Competitive Advance Loan is made.

3.2 Procedure for Competitive Advance Loan Borrowing

     (a) Any Borrower may request Competitive Advance Loans by delivering a
Competitive Advance Loan Request.  The Administrative Agent shall notify each
Bank promptly by facsimile transmission of the contents of each Competitive
Advance Loan Request received by the Administrative Agent. Each Bank may
elect, in its sole discretion, to offer irrevocably to make one or more
Competitive Advance Loans to the Borrower by delivering a Competitive Advance
Loan Offer to the Administrative Agent.

     (b) Before the acceptance time set forth in the applicable Competitive
Advance Loan Request, the relevant Borrower, in its absolute discretion,
shall:

         (i) cancel such Competitive Advance Loan Request by giving the
Administrative Agent telephone notice to that effect, or

        (ii) by giving telephone notice to the Administrative Agent
immediately confirmed in writing or by facsimile transmission, subject to the
provisions of subsection 3.2(c), accept one or more of the offers made by any
Bank or Banks pursuant to subsection 3.2(a) of the amount of Competitive
Advance Loans for each relevant maturity date and reject any remaining offers
made by Banks pursuant to
subsection 3.2(a).

     (c) The relevant Borrower's acceptance of Competitive Advance Loans in
response to any Competitive Advance Loan Request shall be subject to the
following limitations:

         (i) The amount of Competitive Advance Loans accepted for each
maturity date specified by any Bank in its Competitive Advance Loan Offer
shall not exceed the maximum amount for such maturity date specified in such
Competitive Advance Loan Offer;

        (ii) the aggregate amount of Competitive Advance Loans accepted for
all maturity dates specified by any Bank in its Competitive Advance Loan
Offer shall not exceed the aggregate maximum amount specified in such
Competitive Advance Loan Offer for all such maturity dates;

       (iii) such Borrower may not accept offers for Competitive Advance
Loans for any maturity date in an aggregate principal amount in excess of the
maximum principal amount requested in the related Competitive Advance Loan
Request; and

        (iv) if such Borrower accepts any of such offers, it must accept
offers based solely upon pricing for such relevant maturity date and upon no
other criteria whatsoever and if two or more Banks submit offers for any
maturity date at identical pricing and such Borrower accepts any of such
offers but does not wish to (or by reason of the limitations set forth in
subsection 3.2(c)(iii) cannot) borrow the total amount offered by such Banks
with such identical pricing, the Administrative Agent shall allocate offers
from all of such Banks in amounts among them pro rata according to the
amounts offered by such Banks (or as nearly pro rata as shall be
practicable).

     (d) If the relevant Borrower notifies the Administrative Agent that a
Competitive Advance Loan Request is cancelled, the Administrative Agent shall
give prompt telephone notice thereof to the Banks.

     (e) If the relevant Borrower accepts one or more of the offers made by
any Bank or Banks, the Administrative Agent promptly shall notify each Bank
which has made such a Competitive Advance Loan Offer of (i) the aggregate
amount of such Competitive Advance Loans to be made for each maturity date
and (ii) the acceptance or rejection of any offers to make such Competitive
Advance Loans made by such Bank.  Before the Funding Time for the applicable
Currency, each Bank whose Competitive Advance Loan Offer has been accepted
shall make available to the Administrative Agent for the account of the
relevant Borrower at the Funding Office for the applicable Currency the
amount of Competitive Advance Loans in the applicable Currency to be made by
such Bank, in immediately available funds.

3.3 Repayment of Competitive Advance Loans; Evidence of Debt.  Each Borrower
that borrows any Competitive Advance Loan hereby unconditionally promises to
pay to the Bank that made such Competitive Advance Loan on the maturity date,
as agreed by such Borrower and Bank (or such earlier date on which all the
Loans become due and payable pursuant to Section 10), the then unpaid
principal amount of such Competitive Advance Loan.  Each Borrower hereby
further agrees to pay interest on the unpaid principal amount of the
Competitive Advance Loans made by any Bank to such Borrower from time to time
outstanding from the date thereof until payment in full thereof at the rate
per annum, and on the dates, agreed by such Borrower and Bank at the time
such Competitive Advance Loan is made.  All payments in respect of
Competitive Advance Loans shall be made by such Borrower to the
Administrative Agent for the account of the Bank that makes such Competitive
Advance Loan to the Payment Office and by the Payment Time for the applicable
Currency.

     (b) Each Bank shall maintain in accordance with its usual practice an
account or accounts evidencing indebtedness of each Borrower to such Bank
resulting from each Competitive Advance Loan of such Bank from time to time,
including the amounts of principal and interest payable and paid to such Bank
from time to time in respect of Competitive Advance Loans.  The entries made
in the accounts of each Bank maintained pursuant to this subsection 3.3(b)
shall, to the extent permitted by applicable law, be prima facie evidence of
the existence and amounts of the obligations of each Borrower therein
recorded, absent manifest error; provided, however, that the failure of any
Bank to maintain any such account, or any error therein, shall not in any
manner affect the obligation of each Borrower to repay (with applicable
interest) the Competitive Advance Loans made to such Borrower by such Bank in
accordance with the terms of this Agreement.

3.4 Prepayments.  Unless otherwise agreed by the Bank making a Competitive
Advance Loan, upon giving a Notice of Prepayment at the address and time
specified in Schedule IV may be optionally prepaid prior to the scheduled
maturity date thereof.

SECTION 4. THE SWING LINE LOANS
4.1 Swing Line Loans.  Subject to the terms and conditions hereof, each
Borrower may borrow from such Borrower's Swing Line Bank swing line loans
("Swing Line Loans") from time to time during the Commitment Period in a
Swing Line Currency of such Borrower; provided, that no Swing Line Loan shall
be made if, after giving effect to the making of such Loan and the
simultaneous application of the proceeds thereof, (i) the aggregate amount of
the Exposure of all the Banks would exceed the aggregate amount of the
Commitments, or (ii) the aggregate Dollar Equivalent Amount of all
outstanding Swing Line Loans of such Borrower would exceed the Swing Line
Limit for such Borrower or the Dollar Equivalent Amount of all outstanding
Swing Line Loans would exceed the Swing Line Limit.  During the Commitment
Period, the Borrowers may borrow and prepay the Swing Line Loans, in whole or
in part, all in accordance with the
terms and conditions hereof.

4.2 Procedure for Swing Line Borrowing.  Any Borrower may borrow Swing Line
Loans during the Commitment Period on any Business Day by giving a Notice of
Swing Line Borrowing in respect of such Swing Line Loan.  Subject to the
terms and conditions hereof, on the Borrowing Date of each Swing Line Loan,
the relevant Swing Line Bank shall make the proceeds thereof available to the
relevant Borrower in immediately available funds in the applicable Currency
in the manner from time to time agreed by such Borrower and such Swing Line
Bank.

     (b) Upon request of the Administrative Agent and on the last Business
Day of each month on which a Swing Line Bank has any outstanding Swing Line
Loans, such Bank shall deliver to the Administrative Agent a Notice of Swing
Line Outstandings.  The Administrative Agent will, at the request of any
Swing Line Bank, advise such Swing Line Bank of the Exchange Rate used by the
Administrative Agent in calculating the Dollar Equivalent Amount of Swing
Line Loans of such Swing Line Bank on any date.

4.3 Repayment of Swing Line Loans; Evidence of Debt.  Each Borrower hereby
unconditionally promises to pay to its Swing Line Bank on the Termination
Date (or such earlier date on which such Swing Line Loans become due and
payable pursuant to subsection 4.4 or on which all the Loans become due and
payable pursuant to Section 10), the then unpaid principal amount of all
Swing Line Loans made to such Borrower.  Each Borrower hereby further agrees
to pay interest on the unpaid principal amount of all Swing Line Loans made
to such Borrower from time to time outstanding from the date thereof until
payment in full thereof at the Swing Line Rate for the Currency of such Swing
Line Loan, payable on the last Business Day of each calendar month on which
such Swing Line Loans are outstanding.  All payments in respect of Swing Line
Loans shall be made by such Borrower to its Swing Line Bank at the address
set forth in Schedule III for such Swing Line Bank and Swing Line Loans in
such Currency.

     (b) Each Swing Line Bank shall maintain in accordance with its usual
practice an account or accounts evidencing indebtedness of each Borrower to
such Swing Line Bank resulting from each Swing Line Loan of such Bank from
time to time, including the amounts of principal and interest payable and
paid to such Swing Line Bank from time to time under this Agreement.  The
entries made in the accounts of each Swing Line Bank maintained pursuant to
this subsection 4.3(b) shall, to the extent permitted by applicable law, be
prima facie evidence of the existence and amounts of the obligations of each
Borrower therein recorded; provided, however, that the failure of any Swing
Line Bank to maintain any such account, or any error therein, shall not in
any manner affect the obligation of each Borrower to repay (with applicable
interest) the Swing Line Loans made to such Borrower by such Swing Line Bank
in accordance with the terms of this Agreement.

4.4 Allocating Swing Line Loans; Swing Line Loan Participations.  If any
Event of Default shall occur and be continuing, any Swing Line Bank may, in
its sole and absolute discretion, direct that the Swing Line Loans owing to
it be refunded, by delivering a Notice of Swing Line Refunding.  Upon receipt
of a Notice of Swing Line Refunding the Administrative Agent shall promptly
give notice of the contents thereof to the Banks and, unless an Event of
Default described in Section 10(g) in respect of the Company or the relevant
Borrower has occurred, to the Company and the relevant Borrower.  Each such
Notice of Swing Line Refunding shall be deemed to constitute delivery by such
Borrower of a Notice of Borrowing of Committed Rate Eurocurrency Loans in the
amount and Currency of the Swing Line Loans to which it relates, for an
Interest Period of one month's duration.  Subject to the terms and conditions
hereof, each Bank (including each Swing Line Bank in its capacity as a Bank
having a Commitment) hereby agrees to make a Committed Rate Loan to such
Borrower pursuant to Section 2 in an amount equal to such Bank's Borrowing
Percentage of the aggregate amount of the Swing Line Loans to which such
Notice of Swing Line Refunding relates.  Unless any of the events described
in Section 10(g) in respect of the Company or such Borrower shall have
occurred (in which case the procedures of subsection 4.4(b) shall apply),
each Bank shall make the amount of such Committed Rate Loan available to the
Administrative Agent at the Funding Office, and at or prior to the Funding
Time, for the Currency of such Loan in funds immediately available to the
Administrative Agent.  The proceeds of such Committed Rate Loans shall be
immediately made available to such Swing Line Bank by the Administrative
Agent and applied by such Swing Line Bank to repay the Swing Line Loans to
which such Notice of Swing Line Refunding related.

     (b) If prior to the time a Committed Rate Loan would have otherwise been
made pursuant to subsection 4.4(a), one of the events described in Section
10(g) shall have occurred in respect of the Company or the relevant Borrower,
each Bank (other than the relevant Swing Line Bank) shall, on the date such
Committed Rate Loan would have been made pursuant to the Notice of Swing Line
Refunding referred to in subsection 4.4(a) (the "Refunding Date"), purchase
an undivided participating interest in the outstanding Swing Line Loans to
which such Notice of Swing Line Refunding related, in an amount equal to (i)
such Bank's Commitment Percentage times (ii) the aggregate principal amount
of such Swing Line Loans then outstanding which were to have been repaid with
Committed Rate Loans (the "Swing Line Participation Amount").  On the
Refunding Date, (x) each Bank shall transfer to such Swing Line Bank, in
immediately available funds, such Bank's Swing Line Participation Amount, and
upon receipt thereof such Swing Line Bank shall, if requested by any Bank,
deliver to such Bank a participation certificate dated the date of such Swing
Line Bank's receipt of such funds and evidencing such Bank's ownership of its
Swing Line Participation Amount and (y) the interest rate on the applicable
Swing Line Loan will automatically be converted to the applicable
Eurocurrency Rate with an Interest Period of one month plus the Applicable
Margin. If any amount required to be paid by any Bank to any Swing Line Bank
pursuant to this subsection 4.4 in respect of any Swing Line Participation
Amount is not paid to such Swing Line Bank on the date such payment is due
from such Bank, such Bank shall pay to such Swing Line Bank on demand an
amount equal to the product of (i) such amount, times (ii) (A) in the case of
any such payment obligation denominated in Dollars, the daily average Federal
funds rate, as quoted by such Swing Line Bank, or (B) in the case of any such
payment obligation denominated in an Available Foreign Currency, the rate
customary in such Currency for settlement of similar inter-bank obligations,
as quoted by such Swing Line Bank, in each case during the period from and
including the date such payment is required to the date on which such payment
is immediately available to the Swing Line Bank, times (iii) a fraction the
numerator of which is the number of days that elapse during such period and
the denominator of which is 360.  A certificate of a Swing Line Bank
submitted to any Bank with respect to any amounts owing under this subsection
shall be conclusive in the absence of manifest error.

     (c) Whenever, at any time after any Swing Line Bank has received from
any Bank such Bank's Swing Line Participation Amount, such Swing Line Bank
receives any payment on account of the related Swing Line Loans, such Swing
Line Bank will distribute to such Bank its Commitment Percentage of such
payment on account of its Swing Line Participation Amount (appropriately
adjusted, in the case of interest payments, to reflect the period of time
during which such Bank's participating interest was outstanding and funded);
provided, however, that in the event that such payment received by such Swing
Line Bank is required to be returned, such Bank will return to such Swing
Line Bank any portion thereof previously distributed to it by such Swing Line
Bank.

     (d) Each Bank's obligation to make Committed Rate Loans pursuant to
subsection 4.4(a) and to purchase participating interests pursuant to
subsection 4.4(b) shall be absolute and unconditional and shall not be
affected by any circumstance, including, without limitation, (i) any set-off,
counterclaim, recoupment, defense or other right which such Bank may have
against any other Bank or any Borrower, or any Borrower may have against any
Bank or any other Person, as the case may be, for any reason whatsoever; (ii)
the occurrence or continuance of a Default or an Event of Default; (iii) any
adverse change in the condition (financial or otherwise) of the Company or
any of its Subsidiaries; (iv) any breach of this Agreement by any party
hereto; or (v) any other circumstance, happening or event whatsoever, whether
or not similar to any of the foregoing.

SECTION 5. CERTAIN PROVISIONS APPLICABLE TO THE LOANS

5.1 Facility Fee; Utilization Fee; Other Fees; Other Payments.  The Company
shall pay to the Administrative Agent for the account of each Bank a facility
fee for the period from and including the Closing Date to, but excluding, the
Termination Date, computed at the Facility Fee Rate in effect from time to
time on the average daily amount of the Commitment (used and unused) of such
Bank during the period for which payment is made, payable quarterly in
arrears on the last day of each March, June, September and December and on
the Termination Date or such earlier date on which the Commitments shall
terminate as provided herein, commencing on the first of such dates to occur
after the date hereof.

     (b) The Company shall pay to the Administrative Agent for the account of
each Bank a utilization fee of (i) 0.125% per annum on such Bank's Commitment
Percentage of the aggregate outstanding principal amount of Committed Rate
Loans and Swing Line Loans for each day on which the Aggregate Committed
Outstandings are equal to or exceed 33-1/3% of the Aggregate Commitments but
are less than 66-2/3% of the Aggregate Commitments and (ii) 0.375% per annum
on such Bank's Commitment Percentage of the aggregate outstanding principal
amount of Committed Rate Loans and Swing Line Loans for each day on which the
Aggregate Committed Outstandings are equal to or exceed 66-2/3% of the
Aggregate Commitments, in each case, payable quarterly in arrears on the last
day of each March, June, September and December and on the Termination Date
or such earlier date on which the Commitments shall terminate as provided
herein, commencing on the first of such dates to occur after the date hereof.

     (c) The Company agrees to pay to the Administrative Agent, for its own
account and for the account of the Arranger, the fees in the amounts and on
the dates agreed to by such parties in writing prior to the date of this
Agreement.

5.2 Computation of Interest and Fees.  Facility and utilization fees and,
whenever it is calculated on the basis of the Prime Rate, interest shall be
calculated on the basis of a 365- (or 366-, as the case may be) day year for
the actual days elapsed; and, otherwise, interest shall be calculated on the
basis of a 360-day year for the actual days elapsed.  The Administrative
Agent shall as soon as practicable notify the relevant Borrower and the Banks
of each determination of a Eurocurrency Rate.  Any change in the ABR due to a
change in the Prime Rate, the Base CD Rate or the Federal Funds Effective
Rate shall be effective as of the opening of business on the effective day of
such change in the Prime Rate, the Base CD Rate or the Federal Funds
Effective Rate, respectively.  The Administrative Agent shall as soon as
practicable notify the relevant Borrower and the Banks of the effective date
and the amount of each such change in interest rate.

     (b) Each determination of an interest rate by the Administrative Agent
pursuant to any provision of this Agreement shall be conclusive and binding
on the Borrowers and the Banks in the absence of manifest error.

5.3 Pro Rata Treatment and Payments.  Each payment by the Company on account
of any facility fee or utilization fee hereunder and any reduction of the
Commitments of the Banks shall be made pro rata according to the respective
Commitment Percentages of the Banks.  Each disbursement of Committed Rate
Loans in any Currency shall be made by the Banks holding Commitments in such
Currency pro rata according to the respective Borrowing Percentages of such
Banks.  Each payment (including each prepayment) by any Borrower on account
of principal of and interest on any Loans in any Currency shall be made pro
rata according to the respective principal amounts of the Loans of such
Currency of such Borrower then due and owing to the Banks.  All payments
(including prepayments) to be made by any Borrower hereunder, whether on
account of principal, interest, fees or otherwise, shall be made without set
off or counterclaim.  All payments in respect of Loans in any Currency shall
be made in such Currency and in immediately available funds at the Payment
Office, and at or prior to the Payment Time, for such Type of Loans and such
Currency, on the due date thereof.  The Administrative Agent shall distribute
to the Banks any payments received by the Administrative Agent promptly upon
receipt in like funds as received.  If any payment hereunder becomes due and
payable on a day other than a Business Day, such payment shall be extended to
the next succeeding Business Day, and, with respect to payments of principal,
interest thereon shall be payable at the then applicable rate during such
extension.

     (b) Unless the Administrative Agent shall have been notified in writing
by any Bank prior to a Borrowing Date in respect of Committed Rate Loans that
such Bank will not make the amount that would constitute its Borrowing
Percentage of such borrowing available to the Administrative Agent, the
Administrative Agent may assume that such Bank is making such amount
available to the Administrative Agent, and the Administrative Agent may, in
reliance upon such assumption, make available to the relevant Borrower a
corresponding amount.  If such amount is not made available to the
Administrative Agent by the required time on the Borrowing Date therefor,
such Bank shall pay to the Administrative Agent, on demand, such amount with
interest thereon at a rate equal to (A) in the case of any such Committed
Rate Loans denominated in Dollars, the daily average Federal funds rate, as
quoted by the Administrative Agent, or (B) in the case of any Committed Rate
Loans denominated in an Available Foreign Currency, the rate customary in
such Currency for settlement of similar inter-bank obligations, as quoted by
the Administrative Agent, in each case for the period until such Bank makes
such amount immediately available to the Administrative Agent.  A certificate
of the Administrative Agent submitted to any Bank with respect to any amounts
owing under this subsection shall be conclusive in the absence of manifest
error.  If such Bank's Borrowing Percentage of such borrowing is not made
available to the Administrative Agent by such Bank within three Business Days
of such Borrowing Date, the Administrative Agent shall also be entitled to
recover such amount with interest thereon at the rate per annum applicable to
Swing Line Loans in such Currency hereunder, on demand, from the relevant
Borrower.

5.4 Illegality.  Notwithstanding any other provision herein, if the adoption
of or any change in any Requirement of Law or in the interpretation thereof
by any Governmental Authority charged with the administration or
interpretation thereof shall make it unlawful for any Bank to make or
maintain Loans to one or more Foreign Subsidiary Borrowers contemplated by
this Agreement, the commitment of such Bank hereunder to make Loans to such
Foreign Subsidiary Borrowers and continue Loans to such Foreign Subsidiary
Borrowers as such shall forthwith be cancelled to the extent necessary to
remedy or prevent such illegality.  Nothing in this subsection 5.4 shall
affect the obligation of the Banks to make and maintain Loans to the Company.

5.5 Requirements of Law.  If the adoption of or any change in any Requirement
of Law (other than the Certificate of Incorporation and By-Laws or other
organizational or governing documents of the Banks) or in the interpretation
or application thereof or compliance by any Bank with any request or
directive (whether or not having the force of law) from any central bank or
other Governmental Authority made subsequent to the date hereof:

      (i) shall subject any Bank or any corporation controlling such Bank or
from which such Bank obtains funding or credit to any tax of any kind
whatsoever with respect to this Agreement, or any Eurocurrency Loan made by
it, or change the basis of taxation of payments to such Bank or such
corporation in respect thereof (except for Non-Excluded Taxes covered by
subsection 5.6 (including taxes excluded under the first sentence of
subsection 5.6(a)) and changes in the rate of tax on the overall net income
of such Bank or such corporation);

     (ii) shall impose, modify or hold applicable any reserve, special
deposit, compulsory loan or similar requirement against assets held by,
deposits or other liabilities in or for the account of, advances, loans or
other extensions of credit by, or any other acquisition of funds by, any
office of such Bank or any corporation controlling such Bank or from which
such Bank obtains funding or credit which is not otherwise included in the
determination of the Eurocurrency Rate hereunder; or

     (iii) shall impose on such Bank or any corporation controlling such Bank
or from which such Bank obtains funding or credit any other condition; and
the result of any of the foregoing is to increase the cost to such Bank or
such corporation, by an amount which such Bank or such corporation deems to
be material, of making, converting into, continuing or maintaining
Eurocurrency Loans or to reduce any amount receivable hereunder in respect
thereof, then, in any such case, the Company shall promptly pay such Bank,
within five Business Days after its demand, any additional amounts necessary
to compensate such Bank for such increased cost or reduced amount receivable,
together with interest on each such amount from the date due until payment in
full at a rate per annum equal to the ABR plus 2%.  If any Bank becomes
entitled to claim any additional amounts pursuant to this subsection, it
shall promptly notify the Company, through the Administrative Agent, of the
event by reason of which it has become so entitled.  A certificate as to any
additional amounts payable pursuant to this subsection submitted by such
Bank, through the Administrative Agent, to the Company shall be conclusive in
the absence of manifest error.  This covenant shall survive the termination
of this Agreement and the payment of Loans and all other amounts payable
hereunder.

     (b) If any Bank shall have determined that the adoption of or any change
in any Requirement of Law regarding capital adequacy or in the interpretation
or application thereof or compliance by such Bank or any corporation
controlling such Bank or from which such Bank obtains funding or credit with
any request or directive regarding capital adequacy (whether or not having
the force of law) from any Governmental Authority made subsequent to the date
hereof does or shall have the effect of reducing the rate of return on such
Bank's or such corporation's capital as a consequence of its obligations
hereunder to a level below that which such Bank or such corporation could
have achieved but for such change or compliance (taking into consideration
such Bank's or such corporation's policies with respect to capital adequacy)
by an amount deemed by such Bank to be material, then from time to time,
after submission by such Bank to the Company (with a copy to the
Administrative Agent) of a written request therefor (which written request
shall be conclusive in the absence of manifest error), the Company shall pay
to such Bank such additional amount or amounts as will compensate such Bank
for such reduction.

     (c) In addition to, and without duplication of, amounts which may become
payable from time to time pursuant to paragraphs (a) and (b) of this
subsection 5.5, each Borrower agrees to pay to each Bank which requests
compensation under this paragraph (c) by notice to such Borrower, on the last
day of each Interest Period with respect to any Committed Rate Eurocurrency
Loan made by such Bank to such Borrower, at any time when such Bank shall be
required to maintain reserves against "Eurocurrency liabilities" under
Regulation D of the Board (or, at any time when such Bank may be required by
the Board or by any other Governmental Authority, whether within the United
States or in another relevant jurisdiction, to maintain reserves against any
other category of liabilities which includes deposits by reference to which
the Eurocurrency Rate is determined as provided in this Agreement or against
any category of extensions of credit or other assets of such Bank which
includes any such Committed Rate Eurocurrency Loans), an additional amount
(determined by such Bank's calculation or, if an accurate calculation is
impracticable, reasonable estimate using such reasonable means of allocation
as such Bank shall determine) equal to the actual costs, if any, incurred by
such Bank during such Interest Period as a result of the applicability of the
foregoing reserves to such Committed Rate Eurocurrency Loans.

     (d) A certificate of each Bank or Swing Line Bank setting forth such
amount or amounts as shall be necessary to compensate such Bank or Swing Line
Bank as specified in paragraph (a), (b) or (c) above, as the case may be, and
setting forth in reasonable detail an explanation of the basis of requesting
such compensation in accordance with paragraph (a), (b) or (c) above,
including calculations in detail comparable to the detail set forth in
certificates delivered to such Bank in similar circumstances under comparable
provisions of other comparable credit agreements, shall be delivered to the
relevant Borrower and shall be conclusive absent manifest error.  The
relevant Borrower shall pay each Bank or Swing Line Bank the amount shown as
due on any such certificate delivered to it within 10 days after its receipt
of the same.

     (e) Failure or delay on the part of any Bank or Swing Line Bank to
demand compensation pursuant to this subsection shall not constitute a waiver
of such Bank's or Swing Line Bank's right to demand such compensation;
provided that the Company shall not be required to compensate a Bank or Swing
Line Bank pursuant to this subsection for any increased costs or reductions
incurred more than six months prior to the date that such Bank or Swing Line
Bank, as the case may be, notifies the Company of the event giving rise to
such increased costs or reductions and of such Bank's or Swing Line Bank's
intention to claim compensation therefor; provided further that, if the event
giving rise to such increased costs or reductions is retroactive, then the
six-month period referred to above shall be extended to include the period of
retroactive effect thereof.

     (f) Notwithstanding the foregoing provisions of this subsection, a Bank
shall not be entitled to compensation pursuant to this subsection in respect
of any Competitive Advance Loan if the event that would otherwise entitle it
to such compensation shall have been publicly announced prior to submission
of the Competitive Advance Loan Offer pursuant to which such Loan was made.

     (g) The agreements in this subsection shall survive the termination of
this Agreement and the payment of the Loans and all other amounts payable
hereunder.

5.6 Taxes.  All payments made by any Borrower under this Agreement shall be
made free and clear of, and without deduction or withholding for or on
account of, any present or future income, stamp or other taxes, levies,
imposts, duties, charges, fees, deductions or withholdings, now or hereafter
imposed, levied, collected, withheld or assessed by any Governmental
Authority, excluding, in the case of the Administrative Agent and each Bank,

     (i) net income taxes, capital taxes, doing business taxes and franchise
taxes imposed on the Administrative Agent or such Bank (including, without
limitation, each Bank in its capacity as a Swing Line Bank), as the case may
be, as a result of a present or former connection between the jurisdiction of
the government or taxing authority imposing such tax and the Administrative
Agent or such Bank (excluding a connection arising solely from the
Administrative Agent or such Bank having executed, delivered or performed its
obligations or received a payment under, or enforced, this Agreement) or any
political subdivision or taxing authority thereof or therein, (ii) taxes
required to be withheld because of a failure to deliver any certificate
described in this subsection 5.6 for any reason and (iii) any and all
withholding taxes payable with respect to payments under this Agreement made
by the Company or by any Subsidiary Borrower that was organized under the
laws of the United States, other than any such withholding taxes imposed as a
result of any change in or amendment to the laws of such jurisdiction
affecting taxation (including any regulation or ruling proposed or
promulgated by a taxing authority thereof and any treaty provisions) or any
change in the official application, enforcement or interpretation of such
laws, regulations, rulings or treaties or any other action taken by a taxing
authority or a court of competent jurisdiction, which change, amendment,
application, enforcement, interpretation or action becomes effective after
the date hereof (all such non-excluded taxes, levies, imposts, duties,
charges, fees, deductions and withholdings being hereinafter called "Non-
Excluded Taxes").  If any Non-Excluded Taxes are required to be withheld from
any amounts payable to the Administrative Agent or any Bank hereunder, the
amounts so payable to the Administrative Agent or such Bank shall be
increased to the extent necessary to yield to the Administrative Agent or
such Bank (after payment of all Non-Excluded Taxes) interest or any such
other amounts payable hereunder at the rates or in the amounts specified in
this Agreement.  Whenever any Non-Excluded Taxes are payable by any Borrower,
as promptly as possible thereafter such Borrower shall send to the
Administrative Agent for its own account or for the account of such Bank, as
the case may be, a certified copy of an original official receipt received by
such Borrower showing payment thereof.  If such Borrower fails to pay any
Non-Excluded Taxes when due to the appropriate taxing authority or fails to
remit to the Administrative Agent the required receipts or other required
documentary evidence, such Borrower shall indemnify the Administrative Agent
and such Bank for any incremental taxes, interest or penalties that may
become payable by the Administrative Agent or such Bank as a result of any
such failure.  The agreements in this subsection 5.6(a) shall survive the
termination of this Agreement and the payment of the Loans and all other
amounts payable hereunder.

     (b) Each Bank (including each Assignee) that is not incorporated under
the laws of the United States of America or a state thereof agrees that it
will deliver to the Company and the Administrative Agent concurrently with
the delivery of this Agreement (or, in the case of any Assignee, concurrently
with the delivery of an Assignment and Acceptance) two duly completed copies
of (x) United States Internal Revenue Service Form W-8BEN or W-8ECI or
successor applicable form, as the case may be, and (y) an Internal Revenue
Service Form W-8BEN or W-9 or successor applicable form, as the case may be.
Each such Bank also agrees to deliver to the Company and the Administrative
Agent two further copies of the said Form W-8BEN or W-8ECI and Form W-8BEN or
W-9, or successor applicable forms or other manner of certification, as the
case may be, on or before the date that any such form expires or becomes
obsolete or after the occurrence of any event (including, without limitation,
a change in such Bank's lending office) requiring a change in the most recent
form previously delivered by it to the Company and the Administrative Agent,
and such extensions or renewals thereof as may reasonably be requested by the
Company or the Administrative Agent, unless in any such case an event
(including, without limitation, any change in treaty, law or regulation) has
occurred prior to the date on which any such delivery would otherwise be
required which renders all such forms inapplicable or which would prevent
such Bank from duly completing and delivering any such form with respect to
it and such Bank so advises the Company and the Administrative Agent.  Such
Bank shall certify (x) in the case of a Form W-8BEN or W-8ECI, that it is
entitled to receive payments under this Agreement without deduction or
withholding of any United States federal income taxes and (y) in the case of
a Form W-8BEN or W-9, that it is entitled to an exemption from United States
backup withholding tax.

     (ii) Upon the written request of any Borrower, each Bank promptly will
provide to such Borrower and to the Administrative Agent, or file with the
relevant taxing authority (with a copy to the Administrative Agent) such
form, certification or similar documentation (each duly completed, accurate
and signed) as is required by the relevant jurisdiction in order to obtain an
exemption from, or reduced rate of Non-Excluded Taxes to which such Bank or
the Administrative Agent is entitled pursuant to an applicable tax treaty or
the law of the relevant jurisdiction; provided, however, such Bank will not
be required to (x) disclose information which in its reasonable judgment it
deems confidential or proprietary or (y) incur a cost if such cost would, in
its reasonable judgment, be substantial in comparison to the cost of the
Borrower under this subsection 5.6 of such Bank's failure to provide such
form, certification or similar documentation.  Such Bank shall certify in the
case of any such form, certification or similar documentation so provided (to
the extent it may accurately and properly do so) that it is entitled to
receive payments under this Agreement without deduction or withholding, or at
a reduced rate of deduction or withholding of Non-Excluded Taxes.

    (iii) A Bank shall be required to furnish a form under this paragraph (b)
only if it is entitled to claim an exemption from or a reduced rate of
withholding under applicable law.  A Bank that is not entitled to claim an
exemption from or a reduced rate of withholding under applicable law,
promptly upon written request of the applicable Borrower, shall inform the
applicable Borrower in writing.

     (c) If any Bank is, in its sole opinion, able to apply for any tax
credit, tax deduction or other reduction in tax (a "Tax Benefit") by reason
of any increased amount paid by the Company under this subsection 5.6, such
Bank will use reasonable efforts to obtain such Tax Benefit and, upon receipt
thereof will pay to the Company such amount, not exceeding the increased
amount paid by the Company, as it considers, in its sole opinion, to be equal
to the net after-tax value to such Bank of the Tax Benefit or such part
thereof allocable to such withholding or deduction, having regard to all of
such Bank's dealings giving rise to similar credits and to the cost of
obtaining the same, less any and all expenses incurred by such Bank in
obtaining such Tax Benefit (including any and all professional fees incurred
therewith); provided, however, that (i) no Bank shall be obligated by this
subsection 5.6 to disclose to the Company any information regarding its tax
affairs or computations, (ii) nothing in this subsection 5.6 shall interfere
with the right of each Bank to arrange its tax affairs as it deems
appropriate and (iii) nothing in this subsection 5.6 shall impose an
obligation on a Bank to obtain any Tax Benefit if, in such Bank's sole
opinion, to do so would (x) impose undue hardships, burdens or expenditures
on such Bank or (y) increase such Bank's exposure to taxation by the
jurisdiction in question.

5.7 Company's Options upon Claims for Increased Costs and Taxes.  In the
event that any Affected Bank shall decline to make Loans pursuant to
subsection 5.4 or shall have notified the Company that it is entitled to
claim compensation pursuant to subsection 5.5 or 5.6, the Company may
exercise any one or both of the following options:

     (a) The Company may request one or more of the Banks which are not
Affected Banks to take over all (but not part) of any Affected Banks's then
outstanding Loans and to assume all (but not part) of any Affected Bank's
Commitments, if any.  If one or more Banks shall so agree in writing
(collectively, the "Assenting Banks"; individually, an "Assenting Bank") with
respect to an Affected Bank, (i) the Commitments, if any, of each Assenting
Bank and the obligations of such Assenting Bank under this Agreement shall be
increased by its respective Allocable Share of the Commitments, if any, and
of the obligations of such Affected Bank under this Agreement and (ii) each
Assenting Bank shall make Loans to the Company, according to such Assenting
Bank's respective Allocable Share, in an aggregate principal amount equal to
the outstanding principal amount of the Loans and of such Affected Bank, on a
date mutually acceptable to the Assenting Banks, such Affected Bank and the
Company.  The proceeds of such Loans, together with funds of the Company,
shall be used to prepay the Loans, together with all interest accrued thereon
and all other amounts owing to such Affected Bank hereunder (including any
amounts payable pursuant to subsection 5.8 in connection with such
prepayment), and, upon such assumption by the Assenting Bank and prepayment
by the Company, such Affected Bank shall cease to be a "Bank" for purposes of
this Agreement and shall no longer have any obligations or rights hereunder
(other than any obligations or rights which according to this Agreement shall
survive the termination of this Agreement).

     (b) The Company may designate a Replacement Bank to assume the
Commitments, if any, and the obligations of any such Affected Bank hereunder,
and to purchase the outstanding Loans of such Affected Bank and such Affected
Bank's rights hereunder and with respect thereto, without recourse upon, or
warranty by, or expense to, such Affected Bank (unless such Affected Bank
agrees otherwise), for a purchase price equal to the outstanding principal
amount of the Loans of such Affected Bank plus (i) all interest accrued and
unpaid thereon and all other amounts owing to such Affected Bank hereunder
and (ii) any amount which would be payable to such Affected Bank pursuant to
subsection 5.8, and upon such assumption and purchase by the Replacement
Bank, such Replacement Bank, if it is not already a Bank, shall be deemed to
be a "Bank" for purposes of this Agreement and such Affected Bank shall cease
to be a "Bank" for purposes of this Agreement and shall no longer have any
obligations or rights hereunder (other than any obligations or rights which
according to this Agreement shall survive the termination of this Agreement).

5.8 Break Funding Payments.  In the event of (a) the payment of any principal
of any Eurocurrency Loan or Committed Rate Loan other than on the last day of
an Interest Period therefor (including as a result of an Event of Default and
as a result of the provisions of subsection 2.11 or 2.12), (b) the conversion
of any Eurocurrency Loan other than on the last day of an Interest Period
therefor,

     (c) the failure to borrow, convert, continue or prepay any Loan on the
date specified in any notice delivered pursuant hereto (regardless of whether
such notice is permitted to be revocable hereunder and is revoked in
accordance herewith), (d) the failure to borrow any Competitive Advance Loan
after accepting the Competitive Advance Loan Offer to make such Loan, or (e)
the assignment as a result of a request by the Company pursuant to subsection
5.7 of any Eurocurrency Loan other than on the last day of an Interest Period
therefor or of any Competitive Advance Loan, then, in any such event, the
Company shall compensate each Bank for the loss, cost and expense
attributable to such event.  In the case of a Eurocurrency Loan, the loss to
any Bank attributable to any such event shall be deemed to include an amount
determined by such Bank to be equal to the excess, if any, of (i) the amount
of interest that such Bank would pay for a deposit equal to the principal
amount of such Bank denominated in the Currency of such Loan for the period
from the date of such payment, conversion, failure or assignment to the last
day of the then current Interest Period for such Loan (or, in the case of a
failure to borrow, convert or continue, the duration of the Interest Period
that would have resulted from such borrowing, conversion or continuation) if
the interest rate payable on such deposit were equal to the Eurocurrency Rate
for such Currency for such Interest Period, over (ii) the amount of interest
that such Bank would earn on such principal amount for such period if such
Bank were to invest such principal amount for such period at the interest
rate that would be bid by such Bank (or an affiliate of such Bank) for
deposits denominated in such Currency from other banks in the eurocurrency
market at the commencement of such period.  The Company shall also compensate
each relevant Bank for any loss, cost or expense suffered by such Bank as a
result of the conversion, pursuant to subsection 2.11(b), of the Currency in
which a Loan is denominated, or the purchase or sale, pursuant to subsection
2.11(c), of a participating interest in any Loan.  A certificate of any Bank
setting forth any amount or amounts that such Bank is entitled to receive
pursuant to this Section shall be delivered to the Company and shall be
conclusive absent manifest error.  The Company shall pay such Bank the amount
shown as due on any such certificate within 10 days after receipt thereof.

5.9 Determinations.  In making the determinations contemplated by subsection
5.5, 5.6 and 5.8, each Bank may make such estimates, assumptions, allocations
and the like that such Bank in good faith determines to be appropriate.  Upon
request of the Company, each Bank shall furnish to the Company, at any time
after demand for payment of an amount under subsection 5.5(a) or 5.8, a
certificate outlining in reasonable detail the computation of any amounts
owing.  Any certificate furnished by a Bank shall be binding and conclusive
in the absence of manifest error.

5.10 Change of Lending Office.  If an event occurs with respect to any Bank
that makes operable the provisions of subsection 5.4 or entitles such Bank to
make a claim under subsection 5.5 or 5.6, such Bank shall, if requested in
writing by the Company, to the extent not inconsistent with such Bank's
internal policies, use reasonable efforts to (a) designate another office or
offices for the making and maintaining of its Loans or (b) obtain a different
source of funds or credit, as the case may be, the designation or obtaining
of which will eliminate such operability or reduce materially the amount such
Bank is so entitled to claim, provided that such designation or obtaining
would not, in the sole discretion of such Bank, result in such Bank incurring
any costs unless the Company has agreed to reimburse such Bank therefor.

5.11 Company Controls on Exposure; Calculation of Exposure; Prepayment if
Exposure exceeds Commitments.  The Company will implement and maintain
internal accounting controls to monitor the borrowings and repayments of
Loans by the Borrowers, with the object of preventing any request for any
Loan that would result in the Exposure of the Banks being in excess of the
Commitments, and of promptly identifying and remedying any circumstance
where, by reason of changes in exchange rates, the aggregate amount of the
Exposure exceeds the Commitments.  In the event that at any time the Company
determines that the aggregate amount of the Exposure of the Banks exceeds the
aggregate amount of the Commitments by more than 5%, the Company will, as
soon as practicable but in any event within five Business Days of making such
determination, make or cause to be made such repayments or prepayments of
Loans as shall be necessary to cause the aggregate amount of the Exposure of
the Banks to no longer exceed the Commitments.

     (b) The Administrative Agent will calculate the aggregate amount of the
Exposure of the Banks from time to time, and in any event not less frequently
than once during each calendar month.  In making such calculations, the
Administrative Agent will rely on the information most recently received by
it from the Swing Line Banks in respect of outstanding Swing Line Loans, and
from Banks in respect of outstanding Competitive Advance Loans.  Upon making
each such calculation, the Administrative Agent will inform the Company and
the Banks of the results thereof.

     (c) In the event that on any date the Administrative Agent calculates
that the aggregate amount of the Exposure of the Banks exceeds the aggregate
amount of the Commitments by more than 5%.  After receipt of any such notice,
the Company will, as soon as practicable but in any event within five
Business Days of receipt of such notice, make or cause to be made such
repayments or prepayments of Loans as shall be necessary to cause the
aggregate amount of the Exposure of the Banks to no longer exceed the
Commitments.

     (d) If  at any time the Committed Exposure of any Bank exceeds such
Bank's Commitment, upon demand of such Bank, the Company will within one
Business Day prepay Loans in such amounts that after giving effect to such
prepayment the Committed Exposure of such Bank does not exceed its
Commitment.

     (e) Any prepayment required to be made pursuant to this subsection 5.11
shall be accompanied by payment of amounts payable, if any, pursuant to
subsection 5.8 in respect of the amount so prepaid.

5.12 Extensions of Termination Date for Commitments.  The Company may from
time to time request that the Banks extend by 364 days the Termination Date
then in effect (an "Existing Termination Date") for the Commitments by
delivering a request in writing for such extension to the Administrative
Agent (who shall forward such request to the Banks promptly and in any event
no later than 5 days after receipt thereof) not more than 45 days, and not
less than 30 days, prior to the Existing Termination Date.  Each Bank shall
notify the Company, not less than 20 days prior to the Existing Termination
Date, whether such Bank is willing to grant such extension.  If the Company
does not so receive from any Bank or the Administrative Agent (on any Bank's
behalf) such written acceptance, then the Company's request shall be deemed
denied with respect to such Bank.  In the event that a Bank elects to extend
the Existing Termination Date, then (regardless of whether any other Bank has
elected to so extend) the Termination Date for such Bank shall be extended
until the date which is 364 days following the Existing Termination Date;
provided that in the event that a Default or Event of Default has occurred
and is continuing on the 30th day prior to the Existing Termination Date,
such extension shall not be effective unless the same shall also have been
approved by the Administrative Agent.  In the event that the Existing
Termination Date is not extended as to a Bank, then the Commitment of such
Bank automatically shall terminate in whole on the Existing Termination Date
without any further notice or other action by the Company, such Bank or any
other Person and the Company may, at its option (at any time prior to or on
such Existing Termination Date), either:

      (i) designate an alternate bank or financial institution (which may but
need not be an existing Bank) to purchase an assignment of such Bank's
Commitment and Loans (which alternate bank or financial institution shall
purchase such assignment prior to such Existing Termination Date), provided
that no Bank shall be obligated to make any such assignment as a result of a
demand by the Company pursuant to this subsection 5.12(a)(i) unless and until
such Bank shall have received one or more payments from either the Company or
one or more assignees in an aggregate amount at least equal to the aggregate
outstanding principal amount of the Loans owing to such Bank, together with
accrued interest thereon to the date of payment of such principal amount and
all other amounts payable to such Bank under this Agreement as of such
date;

     (ii) during such time as no Default or Event of Default has occurred and
is continuing, repay such Bank's Loans and all other amounts payable to such
Bank under this Agreement and terminate such Bank's Commitment (without
regard to any requirement contained herein that payments and Commitment
reductions be made ratably among the Banks); or

    (iii) with the consent of the Required Banks so long as any Default or
Event of Default has occurred and is continuing, repay such Bank's Loans and
all other amounts payable to such Bank under this Agreement and terminate
such Bank's Commitment (without regard to any requirement contained herein
that payments and Commitment reductions be made ratably among the Banks).
Nothing contained herein shall be deemed to obligate any Bank or the
Administrative Agent to agree to any request made by the Company for the
extension of the Termination Date.

     (b) The Company and any Bank that grants an extension of the Termination
Date may agree to extend the maturity of a Competitive Advance Loan made by
such Bank beyond the Existing Maturity Date, provided that such Loan as so
extended may not mature later than 180 days after the date such Loan was
originally made.

SECTION 6. REPRESENTATIONS AND WARRANTIES

To induce the Agents, the Administrative Agent and the Banks to enter into
this Agreement and to make the Loans, the Company and each Subsidiary
Borrower (insofar as the representations and warranties by such Subsidiary
Borrower relate to it) hereby represents and warrants to each Agent, the
Administrative Agent and each Bank that:

6.1 Financial Condition.  The audited consolidated balance sheets of the
Company and its consolidated Subsidiaries as at December 31, 1999 and the
related consolidated statements of income and of cash flows for the fiscal
year ended on such date, reported on by Ernst & Young LLP, copies of which
have heretofore been furnished to each Bank or will be furnished to each Bank
that has not already received such copies, present fairly the consolidated
financial condition of the Company and its consolidated Subsidiaries as at
such date, and the consolidated results of their operations and their
consolidated cash flows for the fiscal year then ended.  The unaudited
consolidating balance sheet of the Company and its consolidated Subsidiaries
by legal entity (with respect to Subsidiaries organized under the laws of the
United States and Canada) and by principal operating group (with respect to
other Subsidiaries) as at September 30, 2000, the related unaudited
consolidating statement of operations and retained earnings for the portion
of the fiscal year ended on September 30, 2000 and the press release of the
Company with respect to its earnings for fiscal year ended December 31, 2000
(dated February 13, 2001), certified by a Responsible Officer, copies of
which have heretofore been furnished to each Bank or will be furnished to
each Bank that has not already received such copies, present fairly the
consolidating financial condition of the Company and its consolidated
Subsidiaries by legal entity (with respect to Subsidiaries organized under
the laws of the United States or Canada) and by principal operating group
(with respect to other Subsidiaries) as at such date, and the consolidating
results of their operations for the fiscal year then ended.  All such
financial statements, including the related schedules and notes thereto, have
been prepared in accordance with GAAP applied consistently throughout the
periods involved (except as approved by such accountants or Responsible
Officer, as the case may be, and as disclosed therein).  Neither the Company
nor any of its consolidated Subsidiaries had, at the date of the most recent
balance sheet referred to above, any material Guarantee Obligation,
contingent liability or liability for taxes, or any long-term lease or
unusual forward or long-term commitment, including, without limitation, any
interest rate or foreign currency swap or exchange transaction, which is not
reflected in the foregoing statements or referred to in the notes thereto.
During the period from September 30, 2000 to and including the date hereof
there has been no sale, transfer or other disposition by the Company or any
of its consolidated Subsidiaries of any material part of its business or
property and no purchase or other acquisition of any business or property
(including any Capital Stock of any other Person) material in relation to the
consolidated financial condition of the Company and its consolidated
Subsidiaries at September 30, 2000 (except for the acquisitions by the
Company of the Wyle Group of Companies and of Mid Range Open Computing
Alliance (formerly named Merisel Open Computing Alliance, Inc.) and as
otherwise disclosed in writing to the Banks prior to the Closing Date).

6.2 No Change.  Since December 31, 1999 there has been no development or
event which has had or could reasonably be expected to have a Material
Adverse Effect.

6.3 Corporate Existence; Compliance with Law.  Each of the Company and its
Subsidiaries (a) is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, (b) has the corporate
or other power and authority, and the legal right, to own and operate its
property, to lease the property it operates as lessee and to conduct the
business in which it is currently engaged, (c) is duly qualified as a foreign
corporation or other entity and in good standing under the laws of each
jurisdiction where its ownership, lease or operation of property or the
conduct of its business requires such qualification, except where the failure
to be duly qualified or in good standing could not reasonably be expected to
have a Material Adverse Effect, and (d) is in compliance with all
Requirements of Law except to the extent that the failure to comply therewith
could not, in the aggregate, reasonably be expected to have a Material
Adverse Effect.

6.4 Corporate Power; Authorization; Enforceable Obligations.  Each of the
Company and its Subsidiaries has the corporate or other power and authority,
and the legal right, to make, deliver and perform the Credit Documents to
which it is a party and to borrow hereunder and has taken all necessary
corporate action to authorize the borrowings on the terms and conditions of
this Agreement and the execution, delivery and performance of the Credit
Documents to which it is a party.  No consent or authorization of, filing
with, notice to or other act by or in respect of, any Governmental Authority
or any other Person is required in connection with the borrowings hereunder
or with the execution, delivery, performance, validity or enforceability of
the Credit Documents.  This Agreement has been, and each other Credit
Document to which the Company or any of its Subsidiaries is a party will be,
duly executed and delivered on behalf of the Company or such Subsidiary, as
the case may be.  This Agreement constitutes, and each other Credit Document
to which it is a party when executed and delivered will constitute, a legal,
valid and binding obligation of the Company or any of its Subsidiaries party
thereto enforceable against the Company or such Subsidiary, as the case may
be, in accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally and by general
equitable principles (whether enforcement is sought by proceedings in equity
or at law).

6.5 No Legal Bar.  The execution, delivery and performance of the Credit
Documents to which the Company or any of its Subsidiaries is a party, the
borrowings hereunder and the use of the proceeds thereof will not violate any
Requirement of Law or Contractual Obligation of the Company or of any of its
Subsidiaries (except for violations of Contractual Obligations which,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect) and will not result in, or require, the creation or
imposition of any Lien on any of its or their respective properties or
revenues pursuant to any such Requirement of Law or Contractual Obligation,
except for the Liens expressly permitted by subsection 9.3.

6.6 No Material Litigation.  No litigation, investigation or proceeding of or
before any arbitrator or Governmental Authority is pending or, to the
knowledge of the Company, threatened by or against the Company or any of its
Subsidiaries or against any of its or their respective properties or revenues
with respect to any of the Credit Documents or any of the transactions
contemplated hereby or thereby.

6.7 No Default.  No Default or Event of Default has occurred and is
continuing.

6.8 Ownership of Property; Liens.  Each of the Company and its Subsidiaries
has good record and marketable title in fee simple to, or a valid leasehold
interest in, all its real property, and good title to, or a valid leasehold
interest in, all its other property, except where the failure to have such
title or such leasehold interest, as the case may be, could not reasonably be
expected to have a Material Adverse Effect, and none of such property is
subject to any Lien except as permitted by subsection 9.3.

6.9 Intellectual Property.  Each of the Company and its Subsidiaries owns, or
is licensed to use, all domestic and foreign trademarks, tradenames,
copyrights, technology, know-how and processes necessary for the conduct of
its business as currently conducted (the "Intellectual Property") except for
those the failure to own or license which could not reasonably be expected to
have a Material Adverse Effect.  No claim has been asserted and is pending
or, to the knowledge of the Company, has been threatened by any Person
challenging or questioning the use of any such Intellectual Property or the
validity or effectiveness of any such Intellectual Property which could
reasonably be expected to have a Material Adverse Effect, nor does the
Company know of any valid basis for any such claim.  The use of such
Intellectual Property by the Company and its Subsidiaries does not infringe
on the rights of any Person, except for such claims and infringements that,
in the aggregate, could not reasonably be expected to have a Material Adverse
Effect.

6.10 [Reserved].

6.11 Taxes.  Each of the Company and its consolidated Subsidiaries has filed
or caused to be filed all tax returns which, to the knowledge of the Company,
are required to be filed and has paid all taxes shown to be due and payable
on said returns or on any assessments made against it or any of its property
and all other taxes, fees or other charges imposed on it or any of its
property by any Governmental Authority (other than any unfiled tax returns
for taxes, and unpaid taxes, fees and other charges, (a) the amount or
validity of which are currently being contested in good faith by appropriate
proceedings and with respect to which reserves in conformity with GAAP have
been provided on the books of the Company or its consolidated Subsidiaries,
as the case may be, or (b) which in each case, individually or in the
aggregate, would not cause the Company and its consolidated Subsidiaries to
have a liability in excess of $5,000,000 or the Dollar Equivalent Amount
thereof); no notice of tax Lien has been filed, and, to the knowledge of the
Company, no claim is being asserted by any taxing authority, with respect to
any such tax, fee or other charge except for claims the amount or validity of
which are currently being contested in good faith by appropriate proceedings
and with respect to which reserves in conformity with GAAP have been provided
on the books of the Company or its consolidated Subsidiaries, as the case may
be, and claims for amounts which, in the aggregate, do not exceed $5,000,000.

6.12 Federal Regulations.  No part of the proceeds of any Loans will be used
for "purchasing" or "carrying" any "margin stock" within the respective
meanings of each of the quoted terms under Regulation U of the Board of
Governors of the Federal Reserve System as now and from time to time
hereafter in effect or for any purpose which violates the provisions of the
regulations of such Board of Governors.  If requested by any Bank or the
Administrative Agent, the Company will furnish to the Administrative Agent
and each Bank a statement to the foregoing effect in conformity with the
requirements of FR Form U-1 referred to in said Regulation U.

6.13 ERISA.  Each Plan which is intended to be qualified under Section 401(a)
(or 403(a) as appropriate) of the Code and each related trust agreement,
annuity contract or other funding instrument which is intended to be tax-
exempt under Section 501(a) of the Code is so qualified and tax-exempt and
has been so qualified and tax-exempt during the period from its adoption to
date.  No event has occurred in connection with which the Company or any
Commonly Controlled Entity or any Plan, directly or indirectly, could
reasonably be expected to be subject to any material liability under ERISA,
the Code or any other law, regulation or governmental order or under any
agreement, instrument, statute, rule of law or regulation pursuant to or
under which the Company or a Subsidiary has agreed to indemnify or is
required to indemnify any person against liability incurred under, or for a
violation or failure to satisfy the requirements of, any such statute,
regulation or order.  No Reportable Event has occurred during the five-year
period prior to the date on which this representation is made or deemed made
with respect to any Plan, and each Plan has complied in all material respects
with the applicable provisions of ERISA and the Code.  The present value of
all accrued benefits under each Single Employer Plan maintained by the
Company or any Commonly Controlled Entity or for which the Company or any
Commonly Controlled Entity has or could have any liability (based on those
assumptions used to fund the Plans) did not, as of the last annual valuation
date prior to the date on which this representation is made or deemed made,
exceed the value of the assets of such Plan allocable to such accrued
benefits.  Neither the Company nor any Commonly Controlled Entity has had a
complete or partial withdrawal from any Multiemployer Plan, and neither the
Company nor any Commonly Controlled Entity could reasonably be expected to
become subject to any liability under ERISA if the Company or any such
Commonly Controlled Entity were to withdraw completely from all Multiemployer
Plans as of the valuation date most closely preceding the date on which this
representation is made or deemed made.  No such Multiemployer Plan is in
Reorganization or Insolvent.  The present value (determined using actuarial
and other assumptions which are reasonable in respect of the benefits
provided and the employees participating) of the unfunded liability of the
Company and each Commonly Controlled Entity for benefits under all unfunded
retirement or severance plans, programs, policies or other arrangements
(including, without limitation, post retirement benefits to be provided to
their current and former employees under Plans which are welfare benefit
plans (as defined in Section 3(1) of ERISA)), whether or not funded does not,
in the aggregate, exceed $5,000,000 (excluding those arrangements set forth
on Schedule 6.13).

6.14 Investment Company Act; Other Regulations.  Neither the Company nor any
Subsidiary of the Company is an "investment company", or a company
"controlled" by an "investment company", within the meaning of the Investment
Company Act of 1940, as amended.  Neither the Company nor any Subsidiary of
the Company is subject to regulation under any Federal or State statute or
regulation which limits its ability to incur Indebtedness.

6.15 Subsidiaries.  On the Closing Date, the only Subsidiaries of the
Company, and the only material partnerships or joint ventures in which the
Company or any Subsidiary has an interest, are those set forth on Schedule
6.15.  On the Closing Date, the Company owns the percentage of the issued and
outstanding Capital Stock or other evidences of the ownership of each
Subsidiary, partnership or joint venture set forth on Schedule 6.15 as set
forth on such Schedule.  On the Closing Date, except as set forth on Schedule
6.15, no such Subsidiary, partnership or joint venture has issued any
securities convertible into shares of its Capital Stock.  The outstanding
stock and securities (or other evidence of ownership) of such Subsidiaries,
partnerships or joint ventures owned by the Company and its Subsidiaries are
owned by the Company and its
Subsidiaries free and clear of all Liens, warrants, options or rights of
others of any kind whatsoever except for Liens permitted by subsection 9.3.

6.16 Accuracy and Completeness of Information.  No document furnished or
statement made in writing to the Banks by the Company in connection with the
negotiation, preparation or execution of this Agreement or any of the other
Credit Documents contains any untrue statement of a material fact, or omits
to state any such material fact necessary in order to make the statements
contained therein not misleading, in either case which has not been
corrected, supplemented or remedied by subsequent documents furnished or
statements made in writing to the Banks.  All other written information,
reports and other papers and data with respect to the Company and its
Subsidiaries (other than financial statements), furnished to the Banks by the
Company, or on behalf of the Company, were (a) in the case of those not
prepared for delivery to the Banks, to the Company's knowledge, at the time
the same were so furnished, complete and correct in all material respects for
the purposes for which the same were prepared and (b) in the case of those
prepared for delivery to the Banks, to the Company's knowledge, complete and
correct in all material respects, or have been subsequently supplemented by
other information, reports or other papers or data, to the extent necessary
to give the Banks a true and accurate knowledge of the subject matter in all
material respects, it being understood that financial projections as to
future events are not to be viewed as facts and that actual results may
differ from projected results.

6.17 Purpose of Loans; Commitments.  The proceeds of the Loans shall be used
by the Company for working capital purposes in the ordinary course of
business and for general corporate purposes of the Company and, to the extent
permitted hereunder, its Subsidiaries, and the Commitments may be used by the
Company as backup for its commercial paper program.

6.18 Environmental Matters.  Except as set forth on Schedule 6.18 or insofar
as there is no reasonable likelihood of a Material Adverse Effect arising
from any combination of facts or circumstances inconsistent with any of the
following:

     (a) The facilities and properties owned or operated by the Company or
any of its Subsidiaries (the "Properties") do not contain, and to the
knowledge of the Company or its Subsidiaries, have not previously contained,
any Materials of Environmental Concern in amounts or concentrations which (i)
constitute or constituted a violation of, or (ii) could reasonably be
expected to give rise to liability under, any applicable Environmental Law.

     (b) The Properties and all operations at the Properties are in
compliance with all applicable Environmental Laws, and there is no
contamination at, under or to the knowledge of the Company about the
Properties or violation of any Environmental Law with respect to the
Properties or the business operated by the Company or any of its Subsidiaries
(the "Business") which could materially interfere with the continued
operation of the Properties.

     (c) Neither the Company nor any of its Subsidiaries has received any
notice of violation, alleged violation, non-compliance, liability or
potential liability regarding environmental matters or compliance with
Environmental Laws with regard to any of the Properties or the Business, nor
does the Company or any of its Subsidiaries have knowledge or reason to
believe that any such notice will be received or is being threatened.

     (d) To the knowledge of the Company or any of its Subsidiaries,
Materials of Environmental Concern have not been transported or disposed of
from the Properties in violation of, or in a manner or to a location which
could reasonably be expected to give rise to liability under, any
Environmental Law, nor have any Materials of Environmental Concern been
generated, treated, stored or disposed of at, on or under any of the
Properties in violation of, or in a manner that could reasonably be expected
to give rise to liability under, any applicable Environmental Law.

     (e) No judicial proceeding or governmental or administrative action is
pending or, to the knowledge of the Company or any of its Subsidiaries,
threatened, under any Environmental Law to which the Company or any
Subsidiary is or will be named as a party with respect to the Properties or
the Business, nor are there any consent decrees or other decrees, consent
orders, administrative orders or other orders, or other analogous
administrative or judicial requirements outstanding under any Environmental
Law with respect to the Properties or the Business.

     (f) There has been no release or threat of release of Materials of
Environmental Concern at or from the Properties, or arising from or related
to the operations of the Company or any Subsidiary in connection with the
Properties or otherwise in connection with the Business, in violation of or
in amounts or in a manner that could reasonably give rise to liability under
any applicable Environmental Laws.

SECTION 7. CONDITIONS PRECEDENT

7.1 Conditions to Closing Date.  The occurrence of the Closing Date, and the
agreement of each Bank to make the initial Loan requested to be made by it on
or after the Closing Date, shall be subject to the satisfaction, on or prior
to the Closing Date, of the following conditions precedent:

     (a) Credit Documents.  The Administrative Agent shall have received (i)
this Agreement, executed and delivered by a duly authorized officer of the
Company, with a counterpart for each Bank, (ii) for the account of each Bank,
the Company Guarantee executed and delivered by a duly authorized officer of
the Company, with a counterpart or conformed copy for each Bank and (iii)
each Initial Subsidiary Guarantee, executed and delivered by a duly
authorized officer of the Guarantor party thereto, with a counterpart or a
conformed copy for each Bank.

     (b) Corporate Proceedings of each Loan Party.  The Administrative Agent
shall have received, with a counterpart for each Bank, a copy of the
resolutions, in form and substance satisfactory to the Administrative Agent,
of the Board of Directors of each Loan Party (except any Foreign Subsidiary
Borrower) authorizing (i) the execution, delivery and performance of each
Credit Document to which it is a party and (ii) in the case of each Borrower
(except any Foreign Subsidiary Borrower), the borrowings contemplated
hereunder, certified by the Secretary or an Assistant Secretary of such Loan
Party as of the Closing Date, which certificate shall be in form and
substance satisfactory to the Administrative Agent and shall state that the
resolutions thereby certified have not been amended, modified, revoked or
rescinded.

     (c) Fees and Expenses.  The Administrative Agent shall have received the
fees and expenses to be received on or prior to the Closing Date pursuant to
subsection 5.1(c).

     (d) Legal Opinions.  The Administrative Agent shall have received, with
a counterpart for each Bank, the following executed legal opinions:

       (i) the executed legal opinion of Milbank, Tweed, Hadley & McCloy LLP,
counsel to the Company and the Subsidiary Borrowers, substantially in the
form of Exhibit G-1, with such modifications therein as shall be reasonably
requested or approved by the Administrative Agent; and

      (ii) the executed legal opinion of Robert E. Klatell, general counsel
of the Company, substantially in the form of Exhibit G-2, with such
modifications therein as shall be reasonably requested or approved by the
Administrative Agent.  Each such legal opinion shall cover such other matters
incident to the transactions contemplated by this Agreement and the other
Credit Documents as the Administrative Agent may reasonably require.

     (e) No Material Litigation.  No litigation, inquiry, injunction or
restraining order shall be pending, entered or threatened (including any
proposed statute, rule or regulation) which in the reasonable judgment of any
Bank could have a Material Adverse Effect.

     (f) Three Year Credit Agreement.  The conditions precedent for the
occurrence of the Closing Date under (and as defined in) the Three Year
Credit Agreement shall have been satisfied.

     (g) Existing Credit Agreement.  Any principal, interest, fees or other
amounts owing or accrued and unpaid under the Existing Credit Agreement to
any Person which is a Bank under (and as defined in) the Existing Credit
Agreement shall have been paid in full to such Person.

     (h) Ratings.  The Rating in effect on such date by S&P shall not be
lower than BBB and by Moody's shall not be lower than Baa2.

        (i) Additional Matters.  All corporate and other proceedings, and all
documents, instruments and other legal matters in connection with the
transactions contemplated by this Agreement and the other Credit Documents
shall be reasonably satisfactory in form and substance to the Administrative
Agent.

7.2 Conditions to Each Loan.  The agreement of each Bank to make any Loan
requested to be made by it on any date (excluding any Committed Rate Loan
made pursuant to a Notice of Swing Line Refunding, or pursuant to subsection
2.6(c) if the Dollar Equivalent Amount thereof is not increased) is subject
to the satisfaction of the following conditions precedent:

     (a) Representations and Warranties.  Each of the representations and
warranties made by the Company and its Subsidiaries in or pursuant to the
Credit Documents (other than, in respect of each Loan made after the Closing
Date, subsection 6.2) shall be true and correct in all material respects on
and as of such date as if made on and as of such date except for
representations and warranties expressly stated to relate to a specific
earlier date, in which case such representations and warranties are true and
correct as of such earlier date.

     (b) No Default.  No Default or Event of Default shall have occurred and
be continuing on such date after giving effect to the Loans requested to be
made on such date.

     (c) No Material Adverse Change in Subsidiary Borrowers.  If such Loan is
made to a Subsidiary Borrower, no event which has or could reasonably
expected to have a material adverse effect on the ability of such Subsidiary
Borrower to perform its obligations under this Agreement shall have occurred.

     (d) Borrowing Certificate.  In the case of the first requested borrowing
subsequent to the Closing Date, the Administrative Agent shall have received
with a counterpart for each Bank, a certificate of the Company, dated as of
such date, substantially in the form of Exhibit E, with appropriate
insertions and attachments, satisfactory in form and substance to the
Administrative Agent, executed by any Responsible Officer of the Company.

     (e) Foreign Subsidiary Borrowers.  In the case of the first requested
borrowing by each Foreign Subsidiary Borrower, the Company shall deliver to
the Administrative Agent on or prior to such date a copy of the resolutions,
in form and substance satisfactory to the Administrative Agent, of the Board
of Directors of such Foreign Subsidiary Borrower authorizing (1) the
execution, delivery and performance of each Credit Document to which it is a
party and (2) the borrowings contemplated hereunder, certified by the
Secretary or an Assistant Secretary or other authorized officer of such
Foreign Subsidiary Borrower as of the Closing Date, which certificate shall
be in form and substance satisfactory to the Administrative Agent and shall
state that the resolutions thereby certified have not been amended, modified,
revoked or rescinded.  Each borrowing by any Borrower shall constitute a
representation and warranty by the Company and such Borrower as of the date
of such Loan that the conditions contained in this subsection 7.2 have been
satisfied.

SECTION 8. AFFIRMATIVE COVENANTS

The Company hereby agrees that, so long as the Commitments remain in effect,
any Loan remains outstanding and unpaid or any other amount is owing to any
Bank any Agent or the Administrative Agent hereunder, the Company shall and
(except in the case of delivery of financial information, reports and
notices) shall cause each of its Subsidiaries to:

8.1 Financial Statements.  Furnish to each Bank:

     (a) as soon as available, but in any event within 120 days after the end
of each fiscal year of the Company, a copy of the audited consolidated
balance sheet of the Company and its consolidated Subsidiaries as at the end
of such year and the related consolidated statements of operations and
shareholders equity and of cash flows for such year, setting forth in each
case in comparative form the figures for the previous year, reported on
without a "going concern" or like qualification or exception, or
qualification arising out of the scope of the audit, by Ernst & Young or
other independent certified public accountants of nationally recognized
standing reasonably acceptable to the Required Banks; provided that the
Company may in lieu of furnishing such financial statements furnish to each
Bank its Form 10-K filed with the Securities and Exchange Commission or any
successor or analogous Governmental Authority for such year;

     (b) as soon as available, but in any event within 120 days after the end
of each fiscal year of the Company, the unaudited consolidating balance sheet
of the Company and its consolidated Subsidiaries by legal entity (with
respect to Subsidiaries organized under the laws of the United States and
Canada) and by principal operating group (with respect to other Subsidiaries)
as at the end of such year and the related unaudited consolidating statements
of operations of the Company and its consolidated Subsidiaries by legal
entity (with respect to Subsidiaries organized under the laws of the United
States and Canada) and by principal operating group (with respect to other
Subsidiaries) for such year, setting forth in each case in comparative form
the figures for the previous year, certified pursuant to subsection 8.2(b) by
a Responsible Officer as fairly presenting the consolidating financial
condition and results of operations of the Company and its consolidated
Subsidiaries by legal entity (with respect to Subsidiaries organized under
the laws of the United States and Canada) and by principal operating group
(with respect to other Subsidiaries);

     (c) as soon as available, but in any event within 60 days after the end
of each of the first three quarterly periods of each fiscal year of the
Company, the unaudited consolidated balance sheet of the Company and its
consolidated Subsidiaries as at the end of such quarter and the related
unaudited consolidated statements of operations and shareholders' equity and
of cash flows of the Company and its consolidated Subsidiaries for such
quarter and the portion of the fiscal year through the end of such quarter,
setting forth in each case in comparative form the figures for such quarter
of the previous year, certified by a Responsible Officer as fairly presenting
in all material respects when considered in relation to the consolidated
financial statements of the Company and its consolidated Subsidiaries
(subject to normal year-end audit adjustments); provided that the Company may
in lieu of furnishing such unaudited consolidated balance sheet furnish to
each Bank its Form 10-Q filed with the Securities and Exchange Commission or
any successor or analogous Governmental Authority for the relevant quarterly
period; and

     (d) as soon as available, but in any event within 60 days after the end
of each of the first three quarterly periods of each fiscal year of the
Company, the unaudited consolidating balance sheet of the Company and its
consolidated Subsidiaries by legal entity (with respect to Subsidiaries
organized under the laws of the United States and Canada) and by principal
operating group (with respect to other Subsidiaries) as at the end of such
quarter and the related unaudited consolidating statements of operations of
the Company and its consolidated Subsidiaries by legal entity (with respect
to Subsidiaries organized under the laws of the United States and Canada) and
by principal operating group (with respect to other Subsidiaries) for such
quarter and the portion of the fiscal year through the end of such quarter,
in the case of the unaudited consolidating balance sheet setting forth in
comparative form the figures for the previous year (but not the corresponding
figures for such quarter of the previous year) and in the case of the
statements of operations setting forth in comparative form the figures for
such quarter of the previous year, certified by a Responsible Officer as
fairly presenting the consolidating financial condition and results of
operations of the Company and its consolidated Subsidiaries by legal entity
(with respect to Subsidiaries organized under the laws of the United States
and Canada) and by principal operating group (with respect to other
Subsidiaries) (subject to normal year-end audit adjustments); the financial
statements to be furnished pursuant to this subsection 8.1 shall fairly
present the consolidated (or consolidating by legal entity or principal
operating group, as appropriate) financial position and results of operations
of the Company and its consolidated Subsidiaries in accordance with GAAP
(subject, in the case of subsections 8.1(c) and (d), to normal year-end audit
adjustments and the absence of complete footnotes) applied consistently
throughout the periods reflected therein and with prior periods (except as
approved by such accountants or Responsible Officer, as the case may be, and
disclosed therein).

8.2 Certificates; Other Information.  Furnish to each Bank:

     (a) concurrently with the delivery of the financial statements referred
to in subsection 8.1(a), a certificate of the independent certified public
accountants reporting on such financial statements stating that in making the
examination necessary therefor no knowledge was obtained of any Default or
Event of Default, except as specified in such certificate;

     (b) concurrently with the delivery of the financial statements referred
to in subsections 8.1(a) and 8.1(b), a certificate of a Responsible Officer
substantially in the form of Exhibit H;

     (c) concurrently with the delivery of the financial statements referred
to in subsection 8.1(c), a certificate of a Responsible Officer (i) stating
that, to the best of such Responsible Officer's knowledge, the Company has
observed and performed all of its covenants and other agreements contained in
this Agreement and the other Credit Documents to which it is a party to be
observed or performed by it, (ii) that such Responsible Officer has obtained
no knowledge of any Default or Event of Default except as specified therein
and (iii) setting forth calculations supporting compliance with subsections
9.1(a), (b) and (c) and 9.2;

     (d) as soon as delivered, a copy of the letter, addressed to the
Company, of the certified public accountants who prepared the financial
statements referred to in subsection 8.1(a) for such fiscal year and
otherwise referred to as a "management letter";

     (e) within five days after the same are sent, copies of all financial
statements and reports which the Company sends to its stockholders generally,
and within five days after the same are filed, copies of all financial
statements and reports which the Company or any of its Subsidiaries may make
to, or file with, the Securities and Exchange Commission or any successor or
analogous Governmental Authority;

     (f) concurrently with the delivery of the financial statements referred
to in subsections 8.1(a) and 8.1(c), a certificate of a Responsible Officer
setting forth the name of each Foreign Subsidiary Borrower and each
outstanding Swing Line Loan and Competitive Advance Loan made to the Foreign
Subsidiary Borrowers as of the date of such financial statements; and

     (g) promptly, such additional documents, instruments, legal opinions or
financial and other information as the Administrative Agent or any Bank may
from time to time reasonably request.

8.3 Payment of Obligations.  Pay, discharge or otherwise satisfy at or before
maturity or before they become delinquent, as the case may be, all its
obligations of whatever nature, including, without limitation, all
obligations in respect of taxes, except where the amount or validity thereof
is currently being contested in good faith by appropriate proceedings and
reserves in conformity with GAAP with respect thereto have been provided on
the books of the Company or its Subsidiaries, as the case may be, or where
the failure to pay, discharge or otherwise satisfy could not reasonably be
expected to have a Material Adverse Effect.

8.4 Conduct of Business and Maintenance of Existence.  Continue to engage in
business of the same general type as now conducted by it and preserve, renew
and keep in full force and effect its corporate existence and take all
reasonable action to maintain all rights, privileges and franchises necessary
or desirable in the normal conduct of its business except as otherwise
permitted pursuant to subsection 9.4; comply with all Contractual Obligations
and Requirements of Law except to the extent that failure to comply therewith
could not, in the aggregate, reasonably be expected to have a Material
Adverse Effect.

8.5 Maintenance of Property; Insurance.  Keep all property useful and
necessary in its business in good working order and condition, except where
the failure to do so could not reasonably be expected to have a Material
Adverse Effect; maintain with financially sound and reputable insurance
companies insurance on all its property in at least such amounts and against
at least such risks (but including in any event public liability, product
liability and business interruption) as are usually insured against in the
same general area by companies engaged in the same or a similar business; and
furnish to each Bank, upon written request, full information as to the
insurance carried.

8.6 Inspection of Property; Books and Records; Discussions.  Keep proper
books of records and account in which the entries are, in all material
respects, full, true and correct in conformity with sound business practice
and all Requirements of Law shall be made of all dealings and transactions in
relation to its business and activities; and, upon reasonable notice under
the circumstances, permit representatives of the Administrative Agent to
visit and inspect any of its properties and examine and make abstracts from
any of its books and records at any reasonable time and as often as may
reasonably be desired and to discuss the business, operations, properties and
financial and other condition of the Company and its Subsidiaries with
officers and employees of the Company and its Subsidiaries and with its
independent certified public accountants.

8.7 Notices.  Promptly, after the Company becomes aware thereof, give notice
to the Administrative Agent and each Bank of:

     (a) the occurrence of any Default or Event of Default;

     (b) any (i) default or event of default under any Contractual Obligation
of the Company or any of its Subsidiaries or (ii) litigation, investigation
or proceeding which may exist at any time between the Company or any of its
Subsidiaries and any Governmental Authority, which in either case of clauses
(i) or (ii), if not cured or if adversely determined, as the case may be,
could reasonably be expected to have a Material Adverse Effect or cause a
Default or an Event of Default;

     (c) any litigation or proceeding affecting the Company or any of its
Subsidiaries (i) in which the amount involved is $5,000,000 or more and not
covered by insurance or (ii) in which injunctive or similar relief is sought
which could reasonably be expected to have a Material Adverse Effect;

     (d) the following events:  (i) the occurrence or expected occurrence of
any Reportable Event with respect to any Plan, a failure to make any required
contribution to a Plan, the creation of any Lien in favor of the PBGC or a
Plan or any withdrawal from, or the termination, Reorganization or Insolvency
of, any Multiemployer Plan or (ii) the institution of proceedings or the
taking of any other action by the PBGC or the Company or any Commonly
Controlled Entity or any Multiemployer Plan with respect to the withdrawal
from, or the terminating (other than a standard termination under Section
4041(b) of ERISA), Reorganization or Insolvency of, any Plan; and (e) any
change, development or event involving a prospective change, which has had or
could reasonably be expected to have a Material Adverse Effect.  Each notice
pursuant to this subsection shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to
therein and stating what action the Company proposes to take with respect
thereto.

8.8 Environmental Laws.  Comply with, and take all reasonable efforts to
ensure compliance by all tenants and subtenants, if any, in all material
respects with, all applicable Environmental Laws and obtain and comply in all
material respects with and maintain, and undertake all reasonable efforts to
ensure that all tenants and subtenants obtain and comply in all material
respects with and maintain, any and all licenses, approvals, notifications,
registrations or permits required by applicable Environmental Laws.

     (b) Conduct and complete all investigations, studies, sampling and
testing, and all remedial, removal and other actions required under
Environmental Laws and promptly comply in all material respects with all
lawful orders and directives of all Governmental Authorities regarding
Environmental Laws except to the extent that the same are being contested in
good faith by appropriate proceedings and the pendency of such proceedings
could not reasonably be expected to have a Material Adverse Effect.

8.9 Additional Subsidiary Guarantees

     (a)  In the event that any Domestic Subsidiary which is not a Guarantor
shall account for more than 3% of Total Assets at any date, take all actions
necessary to cause such Domestic Subsidiary to execute and deliver a
Subsidiary Guarantee, within 60 days of the occurrence of such event,
provided that in the event that Domestic Subsidiaries which are not
Guarantors shall account for more than 8% of Total Assets at any date, the
Company shall take all actions necessary to cause a sufficient number of such
Domestic Subsidiaries to execute and deliver a Subsidiary Guarantee such
that, within 60 days of the occurrence of such event, Domestic Subsidiaries
which are not Guarantors shall not account for more than 8% of Total Assets.

8.10 Foreign Subsidiary Borrowers.  Within 45 days after the Closing Date,
the Company shall deliver to the Administrative Agent an executed Foreign
Subsidiary Opinion of counsel to each Foreign Subsidiary Borrower that is a
party to this Agreement on the Closing Date if the aggregate Exposure of such
Subsidiary owing to all Banks as of the Closing Date exceeds $20,000,000.

SECTION 9. NEGATIVE COVENANTS

The Company hereby agrees that, so long as the Commitments remain in effect,
any Loan remains outstanding and unpaid or any other amount is owing to any
Bank or the Administrative Agent hereunder:

9.1 Financial Condition Covenants.  The Company shall not:

     (a) Maintenance of Indebtedness.  Permit Consolidated Total Debt at any
time to exceed (a) from the Closing Date through September 30, 2001, an
amount equal to 70.0% of Consolidated Total Capitalization, (b) from October
1, 2001 through December 31, 2001, an amount equal to 67.5% of Consolidated
Total Capitalization, (c) from January 1, 2002 through March 31, 2002, an
amount equal to 65.0% of Consolidated Total Capitalization, (d) from April 1,
2002 through June 30, 2002, an amount equal to 60.0% of Consolidated Total
Capitalization, and (e) thereafter, an amount equal to 57.5% of Consolidated
Total Capitalization.

     (b) Maintenance of Net Worth.  Permit Consolidated Net Worth at any time
to be less than an amount equal to the sum of 85.0% of Consolidated Net Worth
as of December 31, 2000 plus 50% of cumulative Consolidated Net Income for
the fiscal quarter commencing January 1, 2001 and for each fiscal quarter
thereafter (without subtraction for any fiscal quarter during which
Consolidated Net Income is a negative number).

     (c) Interest Coverage.  Permit for any period of four consecutive fiscal
quarters at any time the ratio of Adjusted Consolidated EBITDA to
Consolidated Cash Interest Expense to be less than 3.0 to 1.0.

9.2 Limitation on Indebtedness of Domestic Subsidiaries.  The Company shall
not permit any of its Domestic Subsidiaries to, and the Domestic Subsidiaries
shall not, directly or indirectly, create, incur, assume or suffer to exist
any Indebtedness, except (a) Indebtedness in an aggregate amount not to
exceed 10% of Consolidated Net Worth, (b) any Indebtedness of Domestic
Subsidiaries pursuant to any of the Credit Documents, (c) any Indebtedness of
the Domestic Subsidiaries pursuant to the Subsidiary Guarantees under (and as
defined in) the Three Year Credit Agreement and (d) any Guarantee Obligation
of any Domestic Subsidiary guaranteeing Indebtedness of the Company otherwise
permitted hereunder so long as such Domestic Subsidiary shall have executed
and delivered to the Administrative Agent a Subsidiary Guarantee and such
Subsidiary Guarantee shall be in full force and effect.

9.3 Limitation on Liens.  The Company shall not, and shall not permit any of
its Domestic Subsidiaries to, directly or indirectly, create, incur, assume
or suffer to exist any Lien upon any of its property, assets or revenues,
whether now owned or hereafter acquired, except for:

     (a) Liens for taxes not yet due or which are being contested in good
faith by appropriate proceedings, provided that adequate reserves with
respect thereto are maintained on the books of the Company or its Domestic
Subsidiaries, as the case may be, in conformity with GAAP;

     (b) carriers', warehousemen's, mechanics', materialmen's, repairmen's or
other like Liens arising in the ordinary course of business which are not
overdue for a period of more than 60 days or which are being contested in
good faith by appropriate proceedings;

     (c) pledges or deposits in connection with workers' compensation,
unemployment insurance and other social security legislation and deposits
securing liability to insurance carriers under insurance or self-insurance
arrangements;

     (d) deposits to secure the performance of bids, trade contracts (other
than for borrowed money), leases, statutory obligations, surety and appeal
bonds, performance bonds and other obligations of a like nature incurred in
the ordinary course of business;

     (e) easements, rights-of-way, restrictions and other similar
encumbrances incurred in the ordinary course of business which, in the
aggregate, are not substantial in amount and which do not in any case
materially detract from the value of the property subject thereto or
materially interfere with the ordinary conduct of the business of the Company
or such Domestic Subsidiary;

     (f) Liens created in connection with the securitization of Receivables;
provided that (i) the aggregate net proceeds of any such securitization
transaction shall not exceed $750,000,000 and (ii) any such securitization
transaction shall be a Permitted Receivables Securitization;

     (g) any Lien existing on any property or asset prior to the acquisition
thereof by the Company or any Subsidiary or existing on any property or asset
of any Person that becomes a Subsidiary after the date hereof prior to the
time such Person becomes a Subsidiary; provided that (i) such Lien is not
created in contemplation of or in connection with such acquisition or such
Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not
apply to any other property or assets of the Company or any Subsidiary and
(iii) such Lien shall secure only those obligations which it secures on the
date of such acquisition or the date such Person becomes a Subsidiary, as the
case may be and extensions, renewals and replacements thereof that do not
increase the outstanding principal amount thereof;

     (h) Liens on fixed or capital assets acquired, constructed or improved
by the Company or any Subsidiary; provided that (i) such security interests
and the Indebtedness secured thereby are incurred prior to or within 90 days
after such acquisition or the completion of such construction or improvement,
(ii) the Indebtedness secured thereby does not exceed the cost of acquiring,
constructing or improving such fixed or capital assets and (iii) such
security interests shall not apply to any other property or assets of the
Company or any Subsidiary; and

      (i) Liens (not otherwise permitted hereunder) which secure obligations
not exceeding (as to the Company and all Domestic Subsidiaries) a Dollar
Equivalent Amount equal to $75,000,000 at any time outstanding.

9.4 Limitation on Fundamental Changes.  The Company shall not, and shall not
permit any of its Domestic Subsidiaries to, directly or indirectly, enter
into any merger, consolidation or amalgamation, or liquidate, wind up or
dissolve itself (or suffer any liquidation or dissolution), or convey, sell,
lease, assign, transfer or otherwise dispose of, all or substantially all of
its property, business or assets, except:

      (i) any Subsidiary may be merged or consolidated with or into the
Company (provided that the Company shall be the continuing or surviving
corporation) or with or into any one or more wholly-owned Domestic
Subsidiaries; and

     (ii) any Subsidiary may sell, lease, transfer or otherwise dispose of
any or all of its assets (upon voluntary liquidation or otherwise) to the
Company or any other wholly owned Domestic Subsidiary.

SECTION 10. EVENTS OF DEFAULT

If any of the following events shall occur and be continuing:

     (a) (i) Any Borrower shall fail to pay any principal of any Loan owing
by it when due (whether at the stated maturity, by acceleration or otherwise)
in accordance with the terms hereof; or (ii) any Borrower shall fail to pay
any interest on any Loan or any fee or any other amount payable hereunder,
within five days after any such interest or other amount becomes due in
accordance with the terms thereof or hereof; or

     (b) Any representation or warranty made or deemed made by the Company or
any Subsidiary herein or in any other Credit Document or which is contained
in any certificate, document or financial or other statement furnished by it
at any time under or in connection with this Agreement or any such other
Credit Document shall prove to have been incorrect in any material respect on
or as of the date made or deemed made; or

     (c) The Company or any Subsidiary shall default in the observance or
performance of any agreement contained in Section 9 and, with respect to
subsections 9.2 and 9.3, such default shall continue unremedied for a period
of 30 days; or

     (d) The Company or any Subsidiary shall default in the observance or
performance of any other agreement contained in this Agreement or any other
Credit Document (other than as provided in paragraphs (a) through (c) of this
Section), and such default shall continue unremedied for a period of 30 days
after the Company has knowledge thereof; or

     (e) Any of the Credit Documents shall cease, for any reason, to be in
full force and effect, or the Company shall so assert in writing; or

     (f) The Company or any of its consolidated Subsidiaries shall (i)
default in any payment of principal of or interest of any Indebtedness (other
than the Loans) or in the payment of any Guarantee Obligation, in either case
with an outstanding principal amount in excess of a Dollar Equivalent Amount
equal to $50,000,000 when due beyond the period of grace, if any, provided in
the instrument or agreement under which such Indebtedness or Guarantee
Obligation was created; or (ii) default in the observance or performance of
any other agreement or condition relating to any such Indebtedness or
Guarantee Obligation or contained in any instrument or agreement evidencing,
securing or relating thereto, or any other event shall occur or condition
exist, the effect of which default or other event or condition is to cause,
or to permit the holder or holders of such Indebtedness or beneficiary or
beneficiaries of such Guarantee Obligation (or a trustee or agent on behalf
of such holder or holders or beneficiary or beneficiaries) to cause, with the
giving of notice if required, such Indebtedness to become due prior to its
stated maturity or such Guarantee Obligation to become payable; or

     (g) (i) Any Borrower, or any Subsidiary that, directly or indirectly,
accounts for more than 5% of Total Assets, at any date shall commence any
case, proceeding or other action (A) under any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief
entered with respect to it, or seeking to adjudicate it a bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
liquidation, dissolution, composition or other relief with respect to it or
its debts, or (B) seeking appointment of a receiver, trustee, custodian,
conservator or other similar official for it or for all or any substantial
part of its assets, or any Borrower or any such Subsidiary shall make a
general assignment for the benefit of its creditors; or (ii) there shall be
commenced against any Borrower or any such Subsidiary any case, proceeding or
other action of a nature referred to in clause (i) above which (A) results in
the entry of an order for relief or any such adjudication or appointment or
(B) remains undismissed, undischarged or unbonded for a period of 60 days; or
(iii) there shall be commenced against any Borrower or any such Subsidiary
any case, proceeding or other action seeking issuance of a warrant of
attachment, execution, distraint or similar process against all or any
substantial part of its assets which results in the entry of an order for any
such relief which shall not have been vacated, discharged, or stayed or
bonded pending appeal within 60 days from the entry thereof; or

     (h) (i) Any Person shall engage in any "prohibited transaction" (as
defined in Section 406 of ERISA or Section 4975 of the Code) involving any
Plan, (ii) any "accumulated funding deficiency" (as defined in Section 302 of
ERISA), whether or not waived, shall exist with respect to any Plan or any
Lien in favor of the PBGC or a Plan shall arise on the assets of the Company
or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with
respect to, or proceedings shall commence to have a trustee appointed, or a
trustee shall be appointed, to administer or to terminate, any Single
Employer Plan, which Reportable Event or commencement of proceedings or
appointment of a trustee is, in the reasonable opinion of the Required Banks,
likely to result in the termination of such Plan for purposes of Title IV of
ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV
of ERISA, (v) the Company or any Commonly Controlled Entity shall, or in the
reasonable opinion of the Required Banks is likely to, incur any liability in
connection with a withdrawal from, or the Insolvency or Reorganization of, a
Multiemployer Plan or (vi) any other event or condition shall occur or exist
with respect to a Plan; and in each case in clauses (i) through (vi) above,
such event or condition, together with all other such events or conditions,
if any, could reasonably be expected to subject the Company to any tax,
penalty or other liabilities in the aggregate material in relation to the
business, operations, property or financial or other condition of the
Company; or

      (i) One or more judgments or decrees shall be entered against the
Company or any of its Subsidiaries involving in the aggregate a liability
(not paid or fully covered by insurance) of a Dollar Equivalent Amount equal
to $25,000,000 or more, and all such judgments or decrees shall not have been
vacated, discharged, stayed or bonded pending appeal within 60 days from the
entry thereof; or

     (j) The Company Guarantee or any Subsidiary Guarantee shall cease, for
any reason, to be in full force and effect or any Guarantor party thereto
shall so assert; or

     (k) A Change in Control shall occur; then, and in any such event, (A) if
such event is an Event of Default specified in clause (i) or (ii) of
paragraph (g) above with respect to the Company, automatically the
Commitments shall immediately terminate and the Loans hereunder (with accrued
interest thereon) and all other amounts owing under this Agreement shall
become immediately due and payable and (B) if such event is any other Event
of Default, either or both of the following actions may be taken:  (i) with
the consent of the Required Banks, the Administrative Agent may, or upon the
request of the Required Banks, the Administrative Agent shall, by notice to
the Company declare the Commitments to be terminated forthwith, whereupon the
Commitments shall immediately terminate; and (ii) with the consent of the
Required Banks, the Administrative Agent may, or upon the request of the
Required Banks, the Administrative Agent shall, by notice to the Company,
declare the Loans hereunder (with accrued interest thereon) and all other
amounts owing under this Agreement to be due and payable forthwith, whereupon
the same shall immediately become due and payable.  Except as expressly
provided above in this Section, presentment, demand, protest and all other
notices of any kind are hereby expressly waived.

SECTION 11. THE ADMINISTRATIVE AGENT; THE ARRANGER AND OTHER AGENTS

11.1 Appointment.  Each Bank hereby irrevocably designates and appoints Chase
as the Administrative Agent of such Bank under this Agreement and the other
Credit Documents, and each such Bank irrevocably authorizes Chase, as the
Administrative Agent for such Bank, to take such action on its behalf under
the provisions of this Agreement and the other Credit Documents and to
exercise such powers and perform such duties as are expressly delegated to
the Administrative Agent by the terms of this Agreement and the other Credit
Documents, together with such other powers as are reasonably incidental
thereto.  Notwithstanding any provision to the contrary elsewhere in this
Agreement, the Administrative Agent shall not have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Bank, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Credit Document or otherwise exist against the
Administrative Agent.

11.2 Delegation of Duties.  The Administrative Agent may execute any of its
duties under this Agreement and the other Credit Documents by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties.  The Administrative Agent
shall not be responsible for the negligence or misconduct of any agents or
attorneys in-fact selected by it with reasonable care.

11.3 Exculpatory Provisions.  Neither the Administrative Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates shall
be (i) liable for any action lawfully taken or omitted to be taken by it or
such Person under or in connection with this Agreement or any other Credit
Document (except for its or such Person's own gross negligence or willful
misconduct) or (ii) responsible in any manner to any of the Banks for any
recitals, statements, representations or warranties made by the Company or
any officer thereof contained in this Agreement or any other Credit 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 Credit Document or for the
value, validity, effectiveness, genuineness, enforceability or sufficiency of
this Agreement or any other Credit Document or for any failure of the Company
to perform its obligations hereunder or thereunder. The Administrative Agent
shall not be under any obligation to any Bank 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 Credit Document, or to inspect the
properties, books or records of the Company.

11.4 Reliance by Administrative Agent.  The Administrative Agent shall be
entitled to rely, and shall be fully protected in relying, upon any writing,
resolution, notice, consent, certificate, affidavit, letter, cablegram,
telegram, telecopy, telex or teletype message, statement, order 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, without limitation, counsel to the
Company), 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 this Agreement or any other
Credit Document unless it shall first receive such advice or concurrence of
the Required Banks or all of the Banks, as may be required hereunder, as it
deems appropriate or it shall first be indemnified to its satisfaction by the
Banks 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 from liability to
the Banks in acting, or in refraining from acting, under this Agreement and
the other Credit Documents in accordance with a request of the Required Banks
or all of the Banks, as may be required hereunder, and such request and any
action taken or failure to act pursuant thereto shall be binding upon all the
Banks and their respective successors and assigns.

11.5 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
hereunder unless the Administrative Agent has received notice from a Bank or
the Company referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default".  In the event
that the Administrative Agent receives such a notice, the Administrative
Agent shall give notice thereof to the Banks.  The Administrative Agent shall
take such action with respect to such Default or Event of Default as shall be
reasonably directed by the Required Banks or all of the Banks, as may be
required hereunder; provided that unless and until the Administrative Agent
shall have received such directions, 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
in the best interests of the Banks.

11.6 Non-Reliance on Administrative Agent and Other Banks.  Each Bank
expressly acknowledges that neither the Administrative Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates has
made any representations or warranties to it and that no act by the
Administrative Agent hereinafter taken, including any review of the affairs
of the Company, shall be deemed to constitute any representation or warranty
by the Administrative Agent to any Bank.  Each Bank represents to the
Administrative Agent that it has, independently and without reliance upon the
Administrative Agent or any other Bank, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property, financial and other
condition and creditworthiness of the Company and made its own decision to
make its Loans hereunder and enter into this Agreement and the other Credit
Documents to which it is or will be a party.  Each Bank also represents that
it will, independently and without reliance upon the Administrative Agent or
any other Bank, 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 Credit Documents, and to make such investigation as it deems necessary
to inform itself as to the business, operations, property, financial and
other condition and creditworthiness of the Company and its Subsidiaries.
Except for notices, reports and other documents expressly required to be
furnished to the Banks by the Administrative Agent hereunder, the
Administrative Agent shall not have any duty or responsibility to provide any
Bank with any credit or other information concerning the business,
operations, property, condition (financial or otherwise), prospects or
creditworthiness of the Company and its Subsidiaries which may come into the
possession of the Administrative Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or Affiliates.

11.7 Indemnification.  The Banks agree to indemnify the Administrative Agent
in its capacity as such (to the extent not reimbursed by the Company and
without limiting the obligation of the Company to do so), ratably according
to their respective Commitment Percentages in effect on the date on which
indemnification is sought under this subsection (or, if indemnification is
sought after the date upon which the Commitments shall have terminated and
the Loans shall have been paid in full, ratably in accordance with their
Commitment Percentages immediately prior to such date), from and against any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind whatsoever
which may at any time (including, without limitation, at any time following
the payment of the Loans) be imposed on, incurred by or asserted against the
Administrative Agent or any in any way relating to or arising out of this
Agreement, any of the other Credit Documents or any documents contemplated by
or referred to herein or therein or the transactions contemplated hereby or
thereby or any action taken or omitted by the Administrative Agent under or
in connection with any of the foregoing; provided that no Bank shall be
liable for the payment of any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting solely from the Administrative Agent's gross
negligence or willful misconduct.  The agreements in this subsection shall
survive the payment of the Loans and all other amounts payable hereunder.

11.8 Administrative Agent in Its Individual Capacity.  The Administrative
Agent and its Affiliates may make loans to, accept deposits from and
generally engage in any kind of business with the Company and any of its
Subsidiaries as though the Administrative Agent were not the Administrative
Agent hereunder and under the other Credit Documents.  With respect to its
Loans made or renewed by it, the Administrative Agent shall have the same
rights and powers under this Agreement and the other Credit Documents as any
Bank and may exercise the same as though it were not the Administrative
Agent, and the terms "Bank" and "Banks" shall include the Administrative
Agent in its individual capacity.

11.9 Successor Administrative Agent.  The Administrative Agent may resign as
Administrative Agent upon 10 days' notice to the Banks; provided that any
such resignation shall not be effective until a successor agent has been
appointed and approved in accordance with this subsection 11.9, and such
successor agent has accepted its appointment.  If the Administrative Agent
shall resign as Administrative Agent under this Agreement and the other
Credit Documents, then the Required Banks shall appoint from among the Banks
a successor administrative agent for the Banks, which successor agent shall
be approved by the Company (which approval shall not be unreasonably withheld
or delayed or be required during the existence of an Event of Default),
whereupon such successor administrative agent shall succeed to the rights,
powers and duties of the Administrative Agent, and the term "Administrative
Agent" shall mean such successor agent effective upon such appointment and
approval, and the former Administrative Agent's rights, powers and duties as
Administrative Agent shall be terminated, without any other or further act or
deed on the part of such former Administrative Agent or any of the parties to
this Agreement.  After any retiring Administrative Agent's resignation as
Administrative Agent, the provisions of this subsection 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 and the other Credit Documents.

11.10 The Arranger, Syndication Agent and Documentation Agent.  Each Bank
acknowledges that none of the Arranger, the Syndication Agent and the
Documentation Agent, in such respective capacity, shall have any duties or
responsibilities, or shall incur any liabilities, under this Agreement or the
other Credit Documents.

SECTION 12. MISCELLANEOUS

12.1 Amendments and Waivers.  Neither this Agreement nor any other Credit
Document, nor any terms hereof or thereof may be amended, supplemented or
modified except in accordance with the provisions of this subsection.  The
Required Banks may, or, with the written consent of the Required Banks, the
Administrative Agent may, from time to time, (i) enter into with the Loan
Parties party thereto written amendments, supplements or modifications to
this Agreement and the other Credit Documents for the purpose of adding any
provisions to this Agreement or the other Credit Documents or changing in any
manner the rights of the Banks or of the Loan Parties hereunder or thereunder
or (ii) waive, on such terms and conditions as the Required Banks or the
Administrative Agent, as the case may be, may specify in such instrument, any
of the requirements of this Agreement or the other Credit Documents or any
Default or Event of Default and its consequences; provided, however, that no
such waiver and no such amendment, supplement or modification shall (i)
reduce the amount or extend the scheduled date of maturity of any Loan or
reduce the stated rate of any interest or fee payable hereunder or extend the
scheduled date of any payment thereof or increase the aggregate amount or
extend the expiration date of any Bank's Commitment, in each case without the
consent of each Bank directly affected thereby, or (ii) amend, modify or
waive any provision of this subsection or reduce the percentage specified in
the definition of Required Banks, or consent to the assignment or transfer by
the Company of any of its rights and obligations under this Agreement and the
other Credit Documents or amend, modify or waive subsection 5.3(a) or
12.6(a), or release any Subsidiary from its Subsidiary Guarantee or release
the Company from the Company Guarantee, in each case without the written
consent of all the Banks, or (iii) amend, modify or waive any provision of
Section 11 without the written consent of the then Administrative Agent.  Any
such waiver and any such amendment, supplement or modification shall apply
equally to each of the Banks and shall be binding upon the Company, the
Subsidiary Borrowers, the Banks, the Agents, the Administrative Agent and all
future holders of the Loans.  In the case of any waiver, the Company, the
Banks and the Administrative Agent shall be restored to their former position
and rights hereunder and under any other Credit Documents, and any Default or
Event of Default waived shall be deemed to be cured and not continuing; but
no such waiver shall extend to any subsequent or other Default or Event of
Default, or impair any right consequent thereon.

     (b) In addition to amendments effected pursuant to the foregoing
paragraph (a), Schedules II, III and IV may be amended as follows:

      (i) Schedule II will be amended to add Subsidiaries of the Company as
additional Subsidiary Borrowers upon (A) execution and delivery by the
Company, any such Subsidiary Borrower and the Administrative Agent, of a
Joinder Agreement providing for any such Subsidiary to become a Subsidiary
Borrower, and (B) delivery to the Administrative Agent of (1) if reasonably
requested by the Administrative Agent, a legal opinion in respect of such
additional Subsidiary Borrower and (2) such other documents with respect
thereto as the Administrative Agent shall reasonably request.

     (ii) Schedule II will be amended to remove any Subsidiary as a
Subsidiary Borrower upon (A) execution and delivery by the Company of a
Schedule Amendment providing for such amendment and (b) repayment in full of
all outstanding Loans of such Subsidiary Borrower.

     (iii) Schedule III will be amended to designate other Banks as
additional or replacement Swing Line Banks upon execution and delivery by the
Company, the Administrative Agent and such additional or replacement Swing
Line Bank of a Schedule Amendment providing for such amendment.  In the case
of any replacement of a Swing Line Bank pursuant to a Schedule Amendment, the
existing Swing Line Bank replaced pursuant thereto shall cease to be a Swing
Line Bank upon the effectiveness of such Schedule Amendment and the repayment
of all Swing Line Loans owing to such replaced Swing Line Bank.

      (iv) Schedule III will be amended to change administrative information
(including the Swing Line Rate definition) with respect to Swing Line Banks,
upon execution and delivery by the Company, the Administrative Agent and such
Swing Line Bank of a Schedule Amendment providing for such amendment.

       (v) Schedule IV will be amended to change administrative information
contained therein (other than any interest rate definition, Funding Time,
Payment Time or notice time contained therein), upon execution and delivery
by the Company and the Administrative Agent of a Schedule Amendment providing
for such amendment.

      (vi) Schedule IV will be amended to conform any Funding Time, Payment
Time or notice time contained therein to then-prevailing market practices,
upon execution and delivery by the Company, the Required Banks and the
Administrative Agent of a Schedule Amendment providing for such amendment.

     (vii) Schedule IV will be amended to change any interest rate definition
contained therein, upon execution and delivery by the Company, all the Banks
and the Administrative Agent of a Schedule Amendment providing for such
amendment.

     (c) The Administrative Agent shall give prompt notice to each Bank of
any amendment effect pursuant to subsection 12.1(b).

     (d) The Company may designate a Replacement Bank to assume the
Commitments, if any, and the obligations of any Bank (an "Objecting Bank")
that refuses to consent to an amendment, supplement or waiver that both
requires the consent of all the Banks in order to become effective and is
acceptable to one or more other Banks constituting the Required Banks, and to
purchase the outstanding Loans of such Objecting Bank and such Objecting
Bank's rights hereunder and with respect thereto, without recourse upon, or
warranty by, or expense to, such Objecting Bank (unless such Objecting Bank
agrees otherwise), for a purchase price equal to the outstanding principal
amount of the Loans of such Objecting Bank plus (i) all interest accrued and
unpaid thereon and all other amounts owing to such Objecting Bank hereunder
and (ii) any amount which would be payable to such Objecting Bank pursuant to
subsection 5.8 (assuming that all Loans of such Objecting Bank were prepaid
on the date of such assumption), and upon such assumption and purchase by the
Replacement Bank, such Replacement Bank, if it is not already a Bank, shall
be deemed to be a "Bank" for purposes of this Agreement and such Objecting
Bank shall cease to be a "Bank" for purposes of this Agreement and shall no
longer have any obligations or rights hereunder (other than any obligations
or rights which according to this Agreement shall survive the termination of
this Agreement).

12.2 Notices.  All notices, requests and demands to or upon the respective
parties hereto to be effective shall be in writing (including by telecopy),
and, unless otherwise expressly provided herein, shall be deemed to have been
duly given or made when delivered by hand, or five days after being deposited
in the mail, postage prepaid, or, in the case of telecopy notice, when
received, addressed as follows in the case of the Company, the Subsidiary
Borrowers and the Administrative Agent, and as set forth in Schedule I in the
case of the other parties hereto, or to such other address as may be
hereafter notified by the respective parties hereto and any future holders of
the Loans:

The Company:
Arrow Electronics, Inc.
25 Hub Drive
Melville, New York  11747
Attention:  Ira M. Birns
Telecopy:  (516) 391-1581
Telephone:  (516) 391-1657

The Administrative Agent:
The Chase Manhattan Bank
270 Park Avenue, 47th Floor
New York, New York  10017
Attention:  Robert T. Sacks
Telecopy:  (212) 270-5120
Telephone:  (212) 270-4118

with a copy to:
Chase Loan and Agency Services Group
1 Chase Manhattan Plaza, 8th Floor
New York, New York  10081
Attention:  Patricia Ciocco
Telecopy:  (212) 552-5662
Telephone:  (212) 552-4599

The Subsidiary Borrowers:
c/o Arrow Electronics, Inc
25 Hub Drive
Melville, New York  11747
Attention:   Ira M. Birns
Telecopy:  (516) 391-1581
Telephone:  (516) 391-1657

; provided that any Notice of Borrowing, Notice of Continuation, Notice of
Conversion, Notice of Swing Line Outstandings, Notice of Swing Line
Refunding, Notice of Prepayment, or any notice pursuant to subsections 2.4 or
2.5 shall not be effective until received.

12.3 No Waiver; Cumulative Remedies.  No failure to exercise and no delay in
exercising, on the part of the Administrative Agent or any Bank, any right,
remedy, power or privilege hereunder or under the other Credit Documents
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 provided are
cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.

12.4 Survival of Representations and Warranties.  All representations and
warranties made hereunder, in the other Credit Documents and in any document,
certificate or statement delivered pursuant hereto or in connection herewith
shall survive the execution and delivery of this Agreement and the other
Credit Documents and the making of the Loans hereunder.

12.5 Payment of Expenses and Taxes.  The Company agrees (a) to pay or
reimburse the Administrative Agent and the Arranger for all its reasonable
out-of-pocket costs and expenses incurred in connection with the development,
preparation and execution of, and any amendment, supplement or modification
to, this Agreement and the other Credit Documents and any other documents
prepared in connection herewith or therewith, and the consummation and
administration of the transactions contemplated hereby and thereby,
including, without limitation, the fees and disbursements of counsel to the
Administrative Agent and the Arranger, (b) to pay or reimburse each Bank and
the Administrative Agent for all its reasonable costs and expenses incurred
in connection with the enforcement or preservation of any rights under this
Agreement, the other Credit Documents and any such other documents upon the
occurrence of an Event of Default, including, without limitation, the fees
and disbursements of counsel to the Administrative Agent and to the several
Banks, and (c) to pay, indemnify, and hold each Bank, each Agent, the
Arranger and the Administrative Agent harmless from, any and all recording
and filing fees and any and all liabilities with respect to, or resulting
from any delay in paying, stamp, excise and other taxes, if any, which may be
payable or determined to be payable in connection with the execution and
delivery of, or consummation or administration of any of the transactions
contemplated by, or any amendment, supplement or modification of, or any
waiver or consent under or in respect of, this Agreement, the other Credit
Documents and any such other documents, and (d) to pay, indemnify, and hold
each Bank, each Agent, the Arranger and the Administrative Agent (and their
respective directors, officers, employees and agents) (collectively, the
"indemnified person") harmless from and against any and all other
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever with
respect to the execution, delivery, enforcement, performance and
administration of this Agreement, the other Credit Documents and any such
other documents, including, without limitation, any of the foregoing relating
to the use of proceeds of the Loans or the violation of, noncompliance with
or liability under, any Environmental Law applicable to the operations of the
Company, any of its Subsidiaries or any of the Properties (it being
understood that costs and expenses incurred in connection with the
enforcement or preservation of rights under this Agreement and the other
Credit Documents shall be paid or reimbursed in accordance with clause (b)
above rather than this clause (d)) (all the foregoing in this clause (d),
collectively, the "indemnified liabilities"), provided, that the Company
shall have no obligation hereunder to any indemnified person with respect to
indemnified liabilities arising from (i) the gross negligence or willful
misconduct of such indemnified person or (ii) legal proceedings commenced
against the Administrative Agent or any Bank by any security holder or
creditor thereof arising out of and based upon rights afforded any such
security holder or creditor solely in its capacity as such.  Any payments
required to be made by the Company under this subsection 12.5 shall be made
within 30 days of the demand therefor.  The agreements in this subsection
shall survive repayment of the Loans and all other amounts payable hereunder.

12.6 Successors and Assigns; Participations and Assignments.  This Agreement
shall be binding upon and inure to the benefit of the Company, the Subsidiary
Borrowers, the Banks, the Administrative Agent, all future holders of the
Loans and their respective successors and assigns, except that no Borrower
may assign or transfer any of its rights or obligations under this Agreement
without the prior written consent of each Bank.

     (b) Any Bank may, without the consent of the Borrowers, in accordance
with applicable law, at any time sell to one or more banks, financial
institutions or other entities (each, a "Participant") participating
interests in any Loan owing to such Bank, any Commitment of such Bank or any
other interest of such Bank hereunder and under the other Credit Documents.
In the event of any such sale by a Bank of a participating interest to a
Participant, such Bank's obligations under this Agreement to the other
parties to this Agreement shall remain unchanged, such Bank shall remain
solely responsible for the performance thereof, such Bank shall remain the
holder of any such Loan for all purposes under this Agreement and the other
Credit Documents, and the Company, the Subsidiary Borrowers and the
Administrative Agent shall continue to deal solely and directly with such
Bank in connection with such Bank's rights and obligations under this
Agreement and the other Credit Documents.  In no event shall any Participant
under any such participation have any right to approve any amendment or
waiver of any provision of any Credit Document, or any consent to any
departure by any Loan Party therefrom, except to the extent that such
amendment, waiver or consent would reduce the principal of, or interest on,
the Loans or any fees payable hereunder, or postpone the date of the final
maturity of the Loans, in each case to the extent subject to such
participation.  Each of the Company and the Subsidiary Borrowers agrees that
if amounts outstanding under this Agreement are due or unpaid, or shall have
been declared or shall have become due and payable upon the occurrence of an
Event of Default, each Participant shall, to the maximum extent permitted by
law, be deemed to have the right of setoff in respect of its participating
interest in amounts owing under this Agreement to the same extent as if the
amount of its participating interest were owing directly to it as a Bank
under this Agreement, provided that, in purchasing such participating
interest, such Participant shall be deemed to have agreed to share with the
Banks the proceeds thereof as provided in subsection 12.7(a) as fully as if
it were a Bank hereunder.  Each of the Company and the Subsidiary Borrowers
also agrees that each Participant shall be entitled to the benefits of
subsections 5.5, 5.6 or 5.8 with respect to its participation in the
Commitments and the Loans outstanding from time to time as if it was a Bank;
provided that, in the case of subsection 5.6, such Participant shall have
complied with the requirements of said subsection and provided, further, that
no Participant shall be entitled to receive any greater amount pursuant to
any such subsection than the transferor Bank would have been entitled to
receive in respect of the amount of the participation transferred by such
transferor Bank to such Participant had no such transfer occurred.

     (c) Any Bank may, in accordance with applicable law, at any time and
from time to time assign to any Bank or any affiliate thereof or, with the
consent of the Administrative Agent and the Company (which shall not be
unreasonably withheld or delayed and provided that the consent of the Company
shall not be required for such assignment if a Default or Event of Default
pursuant to subsection 10(a) or 10(g) has occurred and is continuing at the
time of such assignment), to an additional bank, financial institution or
other entity (an "Assignee") all or any part of its rights and obligations
under this Agreement and the Loans pursuant to an Assignment and Acceptance,
executed by such Assignee, such assigning Bank and any other Person whose
consent is required pursuant to this paragraph, and delivered to the
Administrative Agent for its acceptance and recording in the Register;
provided that, unless otherwise agreed by the Company and the Administrative
Agent, no such assignment to an Assignee (other than any Bank or any
affiliate thereof) shall be in an aggregate principal amount of less than
$5,000,000, except in the case of an assignment of all of a Bank's interests
under this Agreement.  For purposes of the proviso contained in the preceding
sentence, the amount described therein shall be aggregated in respect of each
Bank and its affiliates, if any.  Upon such execution, delivery, acceptance
and recording, from and after the effective date determined pursuant to such
Assignment and Acceptance, (x) the Assignee thereunder shall be a party
hereto and, to the extent provided in such Assignment and Acceptance, have
the rights and obligations of a Bank hereunder with a Commitment and/or Loans
as set forth therein, and (y) the assigning Bank thereunder shall, to the
extent provided in such Assignment and Acceptance, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all or the remaining portion of an assigning Bank's
rights and obligations under this Agreement, such assigning Bank shall cease
to be a party hereto but shall continue to be entitled to the provisions
hereunder which survive termination).

     (d) The Administrative Agent shall maintain, on behalf of the Borrowers,
at its address referred to in subsection 12.2 a copy of each Assignment and
Acceptance delivered to it and a register (the "Register") for the
recordation of the names and addresses of the Banks and the Commitment of,
and principal amount of the Loans owing hereunder to, each Bank from time to
time.  The entries in the Register shall be conclusive, in the absence of
manifest error, and the Company, the Administrative Agent and the Banks may
treat each Person whose name is recorded in the Register as the owner of the
Loan recorded therein for all purposes of this Agreement. Any assignment of
any Loan shall be effective only upon appropriate entries with respect
thereto being made in the Register.  The Register shall be available for
inspection by the Company or any Bank at any reasonable time and from time to
time upon reasonable prior notice.

     (e) Upon its receipt of an Assignment and Acceptance executed by an
assigning Bank, an Assignee and any other Person whose consent is required
pursuant to Section 12.6(c), together with payment to the Administrative
Agent of a registration and processing fee of $3,500, the Administrative
Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on
the effective date determined pursuant thereto record the information
contained therein in the Register.

     (f) The Company authorizes each Bank to disclose to any Participant or
Assignee (each, a "Transferee") and any prospective Transferee any and all
financial information in such Bank's possession concerning the Company and
its Affiliates which has been delivered to such Bank by or on behalf of the
Company pursuant to this Agreement or which has been delivered to such Bank
by or on behalf of the Company in connection with such Bank's credit
evaluation of the Company and its Affiliates prior to becoming a party to
this Agreement so long as each such prospective Transferee shall execute a
confidentiality agreement containing provisions substantially similar to the
provisions contained in the next succeeding sentences of this paragraph (f).
The Administrative Agent and each Bank shall hold nonpublic information
obtained pursuant to the requirements of this Agreement other than
information (i) that is, or generally becomes, available to the public, (ii)
that was or becomes available to the Administrative Agent or any Bank on a
nonconfidential basis or (iii) that becomes available to the Administrative
Agent or any Bank from a Person or other source that is not, to the best
knowledge of the Administrative Agent or such Bank, as the case may be,
otherwise bound by a confidentiality obligation to the Company, in accordance
with its customary procedures for treatment of confidential information and
in accordance with safe and sound banking practices and in any event, may
make disclosure reasonably required by any Governmental Authority or
representative thereof pursuant to subpoena or other legal process or as
otherwise required by law, order or regulation.  Unless specifically
prohibited by applicable law, regulation, rule or court order, the
Administrative Agent and each Bank shall notify the Company of any request by
any Governmental Authority or representative thereof (other than any such
request in connection with an examination of the financial condition of the
Administrative Agent or such Bank by such Governmental Authority) for
disclosure of such information by the Administrative Agent or such Bank so
that any of them may seek an appropriate protective order.  Except as may be
required by an order of a court of competent jurisdiction and to the extent
set forth therein, neither the Administrative Agent nor any Bank shall be
obligated or required to return any materials furnished by the Company.
Nothing in this paragraph (f) shall prohibit the Administrative Agent or any
Bank from disclosing nonpublic information to its examiners, regulators and
professional advisors.

     (g) Nothing herein shall prohibit any Bank from pledging or assigning
any Loan to any Federal Reserve Bank in accordance with applicable law or
require any Bank to obtain the consent of any Loan Party in order to pledge
or assign any Loan to any Federal Reserve Bank in accordance with applicable
law.

12.7 Adjustments; Set-off.  If any Bank (a "benefitted Bank") shall at any
time receive any payment of all or part of its Loans then due and owing to
it, or interest thereon, or receive any collateral in respect thereof
(whether voluntarily or involuntarily, by set-off, pursuant to events or
proceedings of the nature referred to in Section 10(g), or otherwise), in a
greater proportion than any such payment to or collateral received by any
other Bank, if any, in respect of such other Bank's Loans then due and owing
to it, or interest thereon, such benefitted Bank shall purchase for cash from
the other Banks a participating interest in such portion of each such other
Bank's Loans, or shall provide such other Banks with the benefits of any such
collateral, or the proceeds thereof, as shall be necessary to cause such
benefitted Bank to share the excess payment or benefits of such collateral or
proceeds ratably with each of the Banks; provided, however, that if all or
any portion of such excess payment or benefits is thereafter recovered from
such benefitted Bank, such purchase shall be rescinded, and the purchase
price and benefits returned, to the extent of such recovery, but without
interest.  Each of the Company and the Subsidiary Borrowers agrees that each
Bank so purchasing a portion of another Bank's Loan may exercise all rights
of payment (including, without limitation, rights of set-off) with respect to
such portion as fully as if such Bank were the direct holder of such portion.

     (b) In addition to any rights and remedies of the Banks provided by law,
each Bank shall have the right, without prior notice to the Company or any
Subsidiary Borrower, any such notice being expressly waived by the Company
and the Subsidiary Borrowers to the extent permitted by applicable law, upon
any amount becoming due and payable by any Borrower hereunder or under this
Agreement or the other Credit Documents (whether at the stated maturity, by
acceleration or otherwise) to set-off and appropriate and apply against such
amount any and all deposits (general or special, time or demand, provisional
or final), in any currency, and any other credits, indebtedness or claims, in
any currency, in each case whether direct or indirect, absolute or
contingent, matured or unmatured, at any time held or owing by such Bank or
any branch or agency thereof to or for the credit or the account of such
Borrower, as the case may be.  Each Bank agrees promptly to notify the
Company and the Administrative Agent after any such set-off and application
made by such Bank, provided that the failure to give such notice shall not
affect the validity of such set-off and application.

12.8 Power of Attorney.  Each Subsidiary Borrower hereby grants to the
Company an irrevocable power of attorney to act as its attorney-in-fact with
regard to matters relating to this Agreement, the Applications and each other
Credit Document, including, without limitation, execution and delivery of any
amendments, supplements, waivers or other modifications hereto or thereto,
receipt of any notices hereunder or thereunder and receipt of service of
process in connection herewith or therewith.  Each Subsidiary Borrower hereby
explicitly acknowledges that the Administrative Agent and each Bank has
executed and delivered this Agreement and each other Credit Document to which
it is a party, and has performed its obligations under this Agreement and
each other Credit Document to which it is a party, in reliance upon the
irrevocable grant of such power of attorney pursuant to this subsection 12.8.
The power of attorney granted by each Subsidiary Borrower hereunder is
coupled with an interest.

12.9 .  Judgment.  If for the purpose of obtaining judgment in any court it
is necessary to convert a sum due hereunder in one currency into another
currency, the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Administrative Agent could
purchase the first currency with such other currency on the Business Day
preceding the day on which final judgment is given.

     (b) The obligation of any Borrower in respect of any sum due to any Bank
or the Administrative Agent hereunder shall, notwithstanding any judgment in
a currency (the "Judgment Currency") other than that in which such sum is
denominated in accordance with the applicable provisions of this Agreement or
the other Credit Documents (the "Agreement Currency"), be discharged only to
the extent that on the Business Day following receipt by such Bank or the
Administrative Agent (as the case may be) of any sum adjudged to be so due in
the Judgment Currency such Bank or the Administrative Agent (as the case may
be) may in accordance with normal banking procedures purchase the Agreement
Currency with the Judgment Currency; if the amount of the Agreement Currency
so purchased is less than the sum originally due to such Bank or the
Administrative Agent (as the case may be) in the Agreement Currency, such
Borrower agrees, as a separate obligation and notwithstanding any such
judgment, to indemnify such Bank or the Administrative Agent (as the case may
be) against such loss, and if the amount of the Agreement Currency so
purchased exceeds the sum originally due to any Bank or the Administrative
Agent (as the case may be), such Bank or the Administrative Agent (as the
case may be) agrees to remit to such Borrower such excess.

12.10 Counterparts.  This Agreement may be executed by one or more of the
parties to this Agreement on any number of separate counterparts (including
by telecopy), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.  A set of the copies of this
Agreement signed by all the parties shall be lodged with the Company and the
Administrative Agent.

12.11 Severability.  Any provision of this Agreement which 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 hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

12.12 Integration.  This Agreement and the other Credit Documents represent
the agreement of the Company, the Subsidiary Borrowers, the Administrative
Agent and the Banks with respect to the subject matter hereof, and there are
no promises, undertakings, representations or warranties by the
Administrative Agent or any Bank relative to subject matter hereof not
expressly set forth or referred to herein or in the other Credit Documents.

12.13 GOVERNING LAW.  THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND THE OTHER
CREDIT DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

12.14 Submission To Jurisdiction; Waivers.  Each of the Company and the
Subsidiary Borrowers hereby irrevocably and unconditionally:

     (i) submits for itself and its property in any legal action or
proceeding relating to this Agreement and the other Credit Documents to which
it is a party, or for recognition and enforcement of any judgement in respect
thereof, to the non-exclusive general jurisdiction of the Courts of the State
of New York, the courts of the United States of America for the Southern
District of New York, and appellate courts from any thereof;

     (ii) consents that any such action or proceeding may be brought in such
courts and waives any objection that it may now or hereafter have to the
venue of any such action or proceeding in any such court or that such action
or proceeding was brought in an inconvenient court and agrees not to plead or
claim the same;

    (iii) agrees that service of process in any such action or proceeding may
be effected by mailing a copy thereof by registered or certified mail (or any
substantially similar form of mail), postage prepaid, to the Company at its
address set forth in subsection 12.2 or at such other address of which the
Administrative Agent shall have been notified pursuant thereto;

     (iv) agrees that nothing herein shall affect the right to effect service
of process in any other manner permitted by law or shall limit the right to
sue in any other jurisdiction; and

      (v) waives, to the maximum extent not prohibited by law, any right it
may have to claim or recover in any legal action or proceeding referred to in
this subsection any special, exemplary, punitive or consequential damages.

     (b) Each Subsidiary Borrower hereby irrevocably appoints the Company as
its agent for service of process in any proceeding referred to in subsection
12.14(a) and agrees that service of process in any such proceeding may be
made by mailing or delivering a copy thereof to it care of the Company at its
address for notice set forth in subsection 12.2.

12.15 Acknowledgments.  Each of the Company and the Subsidiary Borrowers
hereby acknowledges that:

     (a) it has been advised by counsel in the negotiation, execution and
delivery of this Agreement and the other Credit Documents;

     (b) none of the Administrative Agent or any Bank has any fiduciary
relationship with or duty to the Company and the Subsidiary Borrowers arising
out of or in connection with this Agreement or any of the other Credit
Documents, and the relationship between the Administrative Agent and the
Banks, on one hand, and the Company and the Subsidiary Borrowers, on the
other hand, in connection herewith or therewith is solely that of debtor and
creditor; and

     (c) no joint venture is created hereby or by the other Credit Documents
or otherwise exists by virtue of the transactions contemplated hereby among
the Banks or among the Company and the Subsidiary Borrowers and the Banks.

12.16 WAIVERS OF JURY TRIAL.  THE COMPANY, THE SUBSIDIARY BORROWERS, THE
ADMINISTRATIVE AGENT AND THE BANKS HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.

ARROW ELECTRONICS, INC.

By:
Name:
Title:


GATES/ARROW DISTRIBUTING, INC.


By:
Name:
Title:


MID RANGE OPEN COMPUTING ALLIANCE, INC.


By:
Name:
Title:


SPOERLE ELECTRONIC GMBH


By:
Name:
Title:


ARROW ELECTRONIQUE S.A.


By:
Name:
Title:

TEKELEC EUROPE S.A.


By:
Name:
Title:


THE CHASE MANHATTAN BANK, as Administrative Agent and as a Bank


By:
Name:
Title:

BANK OF AMERICA, N.A., as Syndication Agent and as a Bank


By:
Name:
Title:


FLEET NATIONAL BANK, as Documentation Agent and as a Bank


By:
Name:
Title:


THE BANK OF NOVA SCOTIA, as a Bank


By:
Name:
Title:


PARIBAS, as a Bank


By:
Name:
Title:

By:
Name:
Title:

DEN DANSKE BANK AKTIESELSKAB, as a Bank


By:
Name:
Title:

By:
Name:
Title:


HSBC BANK USA, as a Bank


By:
Name:
Title:


BANCA COMMERCIALE ITALIANA, NEW YORK BRANCH


By:
Name:
Title:

By:
Name:
Title:


BANCA POPOLARE DI MILANO, NEW YORK BRANCH


By:
Name:
Title:

By:
Name:
Title:


THE BANK OF NEW YORK


By:
Name:
Title:


BANK OF TOKYO-MITSUBISHI TRUST COMPANY


By:
Name:
Title:


BAYERISCHE LANDESBANK GIROZENTRALE, CAYMAN ISLANDS BRANCH


By:
Name:
Title:

By:
Name:
Title:


CREDIT INDUSTRIEL ET COMMERCIAL


By:
Name:
Title:

By:
Name:
Title:


CREDIT SUISSE FIRST BOSTON


By:
Name:
Title:

By:
Name:
Title:


SUNTRUST BANK


By:
Name:
Title:


DEUTSCHE BANK AG


By:
Name:
Title:

By:
Name:
Title:


FIRST UNION NATIONAL BANK


By:
Name:
Title:

BANCA NAZIONALE DEL LAVORO S.P.A., NEW YORK BRANCH


By:
Name:
Title:

By:
Name:
Title:


THE FUJI BANK, LIMITED


By:
Name:
Title:


THE DAI-ICHI KANGYO BANK, LTD.


By:
Name:
Title:


UNICREDITO ITALIANO


By:
Name:
Title:


STATE BANK OF INDIA


By:
Name:
Title:

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>14
<FILENAME>ex10giiamended364.txt
<DESCRIPTION>$550M AMENDED 364-DAY CREDIT AGREEMENT
<TEXT>


                               $550,000,000

                 AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT

                                  among

                          ARROW ELECTRONICS, INC.,

                         THE SUBSIDIARY BORROWERS,


            The Several Banks from Time to Time Parties Hereto,

                         THE BANK OF NOVA SCOTIA,

                               BANK ONE, NA,

                 BANQUE NATIONALE DE PARIS, NEW YORK BRANCH,

                        DEN DANSKE BANK AKTIESELSKAB,

                    HSBC BANK USA, and MELLON BANK, N.A.,

                               as Co-Agents

                           BANK OF AMERICA, N.A.,

                           as Syndication Agent

                            FLEET BANK, N.A.,

                         as Documentation Agent

                                   and

                         THE CHASE MANHATTAN BANK,

                          as Administrative Agent

                          CHASE SECURITIES INC.,

                               as Arranger

                        Dated as of March 24, 2000


                             TABLE OF CONTENTS

                                                                      Page

SECTION 1.  DEFINITIONS                                                 2
1.1  Defined Terms                                                      2
1.2  Other Definitional Provisions                                     21
1.3  Accounting Determinations                                         21

SECTION 2. THE COMMITTED RATE LOANS                                    22
2.1  Committed Rate Loans                                              22
2.2  Procedure for Committed Rate Loan Borrowing                       22
2.3  Repayment of Committed Rate Loans; Evidence of Debt               23
2.4  Termination or Reduction of Commitments                           23
2.5  Optional Prepayments                                              23
2.6  Conversion and Continuation Options                               24
2.7  Minimum Amounts of Tranches                                       24
2.8  Interest Rates and Payment Dates for Committed Rate Loans         24
2.9  Inability to Determine Interest Rate                              25

SECTION 3.  THE COMPETITIVE ADVANCE LOANS                              26
3.1  Competitive Advance Loans                                         26
3.2  Procedure for Competitive Advance Loan Borrowing                  26
3.3  Repayment of Competitive Advance Loans; Evidence of Debt          28
3.4  Prepayments                                                       28

SECTION 4.  THE SWING LINE LOANS                                       29
4.1  Swing Line Loans                                                  29
4.2  Procedure for Swing Line Borrowing                                29
4.3  Repayment of Swing Line Loans; Evidence of Debt                   29
4.4  Allocating Swing Line Loans; Swing Line Loan Participations       30

SECTION 5.  CERTAIN PROVISIONS APPLICABLE TO THE LOANS                 32
5.1  Facility Fee; Utilization Fee; Other Fees; Other Payments         32
5.2  Computation of Interest and Fees                                  32
5.3  Pro Rata Treatment and Payments                                   33
5.4  Illegality                                                        34
5.5  Requirements of Law                                               34
5.6  Taxes                                                             36
5.7  Company's Options upon Claims for Increased Costs and Taxes       38
5.8  Indemnity                                                         39
5.9  Determinations                                                    40
5.10 Change of Lending Office                                          40
5.11 Company Controls on Exposure; Calculation of Exposure;
      Prepayment if Exposure exceeds Commitments                       40
5.12 Extensions of Termination Date for Commitments                    41

SECTION 6.  REPRESENTATIONS AND WARRANTIES                             42
6.1  Financial Condition                                               43
6.2  No Change                                                         43
6.3  Corporate Existence; Compliance with Law                          43
6.4  Corporate Power; Authorization; Enforceable Obligations           44
6.5  No Legal Bar                                                      44
6.6  No Material Litigation                                            44
6.7  No Default                                                        44
6.8  Ownership of Property; Liens                                      44
6.9  Intellectual Property                                             45
6.10 Year 2000 Matters                                                 45
6.11 Taxes                                                             45
6.12 Federal Regulations                                               46
6.13 ERISA                                                             46
6.14 Investment Company Act; Other Regulations                         47
6.15 Subsidiaries                                                      47
6.16 Accuracy and Completeness of Information                          47
6.17 Purpose of Loans                                                  47
6.18 Senior Indebtedness                                               48
6.19 Environmental Matters                                             48

SECTION 7.  CONDITIONS PRECEDENT                                       49
7.1  Conditions to Closing Date                                        49
7.2  Conditions to Each Loan                                           51

SECTION 8. AFFIRMATIVE COVENANTS                                       52
8.1  Financial Statements                                              52
8.2  Certificates; Other Information                                   53
8.3  Payment of Obligations                                            54
8.4  Conduct of Business and Maintenance of Existence                  54
8.5  Maintenance of Property; Insurance                                55
8.6  Inspection of Property; Books and Records; Discussions            55
8.7  Notices                                                           55
8.8  Environmental Laws                                                56
8.9  Additional Subsidiary Guarantees                                  56

SECTION 9.  NEGATIVE COVENANTS                                         56
9.1  Financial Condition Covenants                                     56
9.2  Limitation on Indebtedness of Domestic Subsidiaries               57
9.3  Limitation on Liens                                               57
9.4  Limitation on Fundamental Changes                                 58
9.5  Limitation on Modifications of Debt Instruments                   58

SECTION 10.  EVENTS OF DEFAULT                                         59

SECTION 11.  THE ADMINISTRATIVE AGENT; THE ARRANGER AND
               OTHER AGENTS                                            61
11.1  Appointment                                                      61
11.2  Delegation of Duties                                             62
11.3  Exculpatory Provisions                                           62
11.4  Reliance by Administrative Agent                                 62
11.5  Notice of Default                                                63
11.6  Non-Reliance on Administrative Agent and Other Banks             63
11.7  Indemnification                                                  63
11.8  Administrative Agent in Its Individual Capacity                  64
11.9  Successor Administrative Agent                                   64
11.10 The Arranger                                                     65

SECTION 12.  MISCELLANEOUS                                             65
12.1  Amendments and Waivers                                           65
12.2  Notices                                                          67
12.3  No Waiver; Cumulative Remedies                                   68
12.4  Survival of Representations and Warranties                       68
12.5  Payment of Expenses and Taxes                                    69
12.6  Successors and Assigns; Participations and Assignments           69
12.7  Adjustments; Set-off                                             72
12.8  Power of Attorney                                                73
12.9  Judgment                                                         73
12.10 Counterparts                                                     74
12.11 Severability                                                     74
12.12 Integration                                                      74
12.13 GOVERNING LAW                                                    74
12.14 Submission To Jurisdiction; Waivers                              74
12.15 Acknowledgments                                                  75
12.16 WAIVERS OF JURY TRIAL                                            76



     AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT, dated as of March 24,
2000, among:

        (i) ARROW ELECTRONICS, INC., a New York corporation (the "Company");

       (ii) the SUBSIDIARY BORROWERS (as hereinafter defined);

      (iii) the several banks and other financial institutions from time to
time parties to this Agreement (the "Banks");

       (iv) THE BANK OF NOVA SCOTIA, BANK ONE, NA, BANQUE NATIONALE DE PARIS,
NEW YORK BRANCH, DEN DANSKE BANK AKTIESELSKAB, HSBC BANK USA and MELLON BANK,
N.A., as Co-Agents for the Banks hereunder (in such capacity, the "Co-
Agents");

        (v) BANK OF AMERICA, N.A., as syndication agent for the Banks
hereunder (in such capacity, the "Syndication Agent");

       (vi) FLEET BANK, N.A., as documentation agent for the Banks hereunder
(in such capacity, the "Documentation Agent"); and

      (vii) THE CHASE MANHATTAN BANK, as administrative agent for the Banks
hereunder (in such capacity, the "Administrative Agent").

                          W I T N E S S E T H :

     WHEREAS, the Company has requested the Banks to make available a 364-day
revolving credit facility that amends and restates the 364-Day Credit
Agreement, dated as of March 30, 1999, among the Company, certain of its
subsidiaries, certain financial institutions, Chase Securities Inc., as
arranger, and The Chase Manhattan Bank, as administrative agent (as in effect
on the date hereof, the "Existing Credit Agreement"); and

     WHEREAS, the Banks are willing to make such credit facility available
upon and subject to the terms and conditions hereafter set forth;

     NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto hereby agree that, effective as of the
Closing Date (as defined below), the Existing Credit Agreement shall be
amended and restated in its entirety as follows:

     SECTION 1.  DEFINITIONSSECTION 1.  DEFINITIONS tc  \l 1 "SECTION 1.
DEFINITIONS"

     1.1  Defined Terms1.1  Defined Terms tc  \l 2 "1.1  Defined Terms" .  As
used in this Agreement, the following terms shall have the following
meanings:

"ABR":  for any day, a rate per annum (rounded upwards, if necessary, to the
next 1/100 of 1%) equal to the greatest of (a) the Prime Rate in effect on
such day, (b) the Base CD Rate in effect on such day plus 1% and (c) the
Federal Funds Effective Rate in effect on such day plus 2 of 1%.  For
purposes hereof:

"Prime Rate" shall mean the rate of interest per annum publicly announced
from time to time by Chase as its prime rate in effect at its principal
office in New York City (the Prime Rate not being intended to be the lowest
rate of interest charged by Chase in connection with extensions of credit to
debtors); "Base CD Rate" shall mean the sum of (a) the product of (i) the
Three-Month Secondary CD Rate and (ii) a fraction, the numerator of which is
one and the denominator of which is one minus the C/D Reserve Percentage and
(b) the C/D Assessment Rate;

"Three-Month Secondary CD Rate" shall mean, for any day, the secondary market
rate for three-month certificates of deposit reported as being in effect on
such day (or, if such day shall not be a Business Day, the next preceding
Business Day) by the Board through the public information telephone line of
the Federal Reserve Bank of New York (which rate will, under the current
practices of the Board, be published in Federal Reserve Statistical Release
H.15(519) during the week following such day), or, if such rate shall not be
so reported on such day or such next preceding Business Day, the average of
the secondary market quotations for three-month certificates of deposit of
major money center banks in New York City received at approximately 10:00
a.m., New York City time, on such day (or, if such day shall not be a
Business Day, on the next preceding Business Day) by the Administrative Agent
from three New York City negotiable certificate of deposit dealers of
recognized standing selected by it; and

"Federal Funds Effective Rate" shall mean, for any day, the weighted average
of the rates on overnight federal funds transactions with members of the
Federal Reserve System arranged by federal funds brokers, as published on the
next succeeding Business Day by the Federal Reserve Bank of New York, or, if
such rate is not so published for any day which is a Business Day, the
average of the quotations for the day of such transactions received by the
Administrative Agent from three federal funds brokers of recognized standing
selected by it.  If for any reason the Administrative Agent shall have
determined (which determination shall be conclusive absent manifest error)
that it is unable to ascertain the Base CD Rate or the Federal Funds
Effective Rate, or both, for any reason, including the inability or failure
of the Administrative Agent to obtain sufficient quotations in accordance
with the terms thereof, the ABR shall be determined without regard to clause
(b) or (c), or both, of the first sentence of this definition, as
appropriate, until the circumstances giving rise to such inability no longer
exist.  Any change in the ABR due to a change in the Prime Rate, the Base CD
Rate or the Federal Funds Effective Rate shall be effective as of the opening
of business on the effective day of such change in the Prime Rate, the Base
CD Rate or the Federal Funds Effective Rate, respectively.

 "ABR Loans":  Loans denominated in Dollars the rate of interest applicable
to which is based upon the ABR.

"Adjusted Consolidated EBITDA":  for any fiscal period, (a) the Consolidated
Net Income of the Company and its Subsidiaries for such period, plus (b) to
the extent deducted from earnings in determining Consolidated Net Income for
such period, the sum, in each case for such period, of income taxes, interest
expense, depreciation expense, amortization expense, including amortization
of any goodwill or other intangibles, minus (c) to the extent included in
determining Consolidated Net Income for such period, non-cash equity earnings
of unconsolidated Affiliates, plus (d) to the extent excluded in determining
Consolidated Net Income for such period, cash distributions received by the
Company from unconsolidated Affiliates, all as determined on a consolidated
basis in accordance with GAAP.

"Administrative Schedule":  Schedule IV to this Agreement, which contains
interest rate definitions and administrative information in respect of each
Currency and each Type of Loan.

"Administrative Agent":  as defined in the preamble hereto.

"Affected Bank":  any Bank affected by the events described in subsection
5.4, 5.5 or 5.6, as the case may be, but only for the period during which
such Bank shall be affected by such events.

"Affiliate":  as to any Person, (a) any other Person (other than a
Subsidiary) which, directly or indirectly, is in control of, is controlled
by, or is under common control with, such Person or (b) any Person who is a
director or officer of the Company or any of its Subsidiaries.  For purposes
of this definition, "control" of a Person means the power, directly or
indirectly, either to (i) vote 10% or more of the securities having ordinary
voting power for the election of directors of such Person or (ii) direct or
cause the direction of the management and policies of such Person, whether by
contract or otherwise.

"Agents": the collective reference to the Co-Agents, the Syndication Agent
and the Documentation Agent.

"Agreement":  this Amended and Restated 364-Day Credit Agreement, as amended,
supplemented or otherwise modified from time to time.

 "Aggregate 1995 Exposure":  at any time, the aggregate Exposure (as defined
in the 1995 Credit Agreement) of the Foreign Subsidiary Borrowers (as defined
in the 1995 Credit Agreement) and the Local Currency Borrowers (as defined in
the 1995 Credit Agreement).

"Allocable Share":  as to any Assenting Bank at any time, a fraction, the
numerator of which shall be the Commitment of such Assenting Bank then in
effect and the denominator of which shall be the aggregate of the Commitments
of all Assenting Banks then in effect.

"Applicable Margin": for each Type of Loan on any date, the rate per annum
determined based upon the Rating in effect on such date by both S&P and
Moody's set forth under the relevant column heading below opposite such
Rating:

Rating
(S&P/Moody's)
Applicable Margin (in basis points) for Eurocurrency Loans
Greater than or equal to A/A2 29.50
Greater than or equal to A-/A3 30.00
Greater than or equal to BBB+/Baa1 37.50
Greater than or equal to BBB/Baa2 45.00
Greater than or equal to BBB-/Baa3 62.50
Less than or equal to BB+/Ba1 80.00

;provided that, in the event that the Ratings of S&P and Moody's do not
coincide, the Applicable Margin set forth above opposite the higher of such
Ratings will apply, unless one of the Ratings is BB+/Ba1 or lower, or if
there is no rating, in which case the Applicable Margin will be based on the
rating of BB+/Ba1.

"Arranger":  Chase Securities Inc., as advisor, lead arranger and book
manager.

"Assenting Bank":  as defined in subsection 5.7(a).

"Assignee":  as defined in subsection 12.6(c).

"Assignment and Acceptance":  each Assignment and Acceptance, substantially
in the form of Exhibit I, executed and delivered pursuant to subsection
12.6(c).

 "Available Foreign Currencies":  Pounds Sterling and euro.

"Banks":  as defined in the preamble hereto.

"Board":  the Board of Governors of the Federal Reserve System or any
successor.

"Borrowers":  the collective reference to the Company and the Subsidiary
Borrowers.

"Borrowing Date":  any Business Day on which the Company or any Subsidiary
Borrower requests the Banks to make Loans hereunder.

"Business":  as defined in subsection 6.19(b).

"Business Day":   (a) when such term is used in respect of any amount
denominated or to be denominated in (i) any Available Foreign Currency, a
London Banking Day which is also a day other than a Saturday or Sunday on
which banks are open for general banking business in (x) the city which is
the principal financial center of the country of issuance of such Available
Foreign Currency (or, in the case of Pounds Sterling, Paris), (y) in the case
of euro only, Frankfurt am Main, Germany (or such other principal financial
center as the Administrative Agent may from time to time nominate for this
purpose) and (z) New York City and (ii) Dollars, a London Banking Day which
is also a day other than a Saturday or Sunday on which banks are open for
general banking business in New York City and (b) when such term is used for
the purpose of determining the date on which the Eurocurrency  Rate is
determined under this Agreement for any Loan denominated in euro for any
Interest Period therefor and for purposes of determining the first and last
day of any Interest Period, references in this Agreement to Business Days
shall be deemed to be references to Target Operating Days.

"C/D Assessment Rate":  for any day as applied to any ABR Loan, the net
annual assessment rate (rounded upward to the nearest 1/100th of 1%)
determined by Chase to be payable on such day to the Federal Deposit
Insurance Corporation or any successor ("FDIC") for FDIC's insuring time
deposits made in Dollars at offices of Chase in the United States.

"C/D Reserve Percentage":  for any day as applied to any ABR Loan, that
percentage (expressed as a decimal) which is in effect on such day, as
prescribed by the Board, for determining the maximum reserve requirement for
a Depositary Institution (as defined in Regulation D of the Board) in respect
of new non-personal time deposits in Dollars having a maturity of 30 days or
more.

"Capital Stock":  any and all shares, interests, participations or other
equivalents (however designated) of capital stock of a corporation, any and
all equivalent ownership interests in a Person (other than a corporation) and
any and all warrants, options or rights to purchase any of the foregoing.

"Capitalization Documents":  the collective reference to the Governing
Documents of the Company and each of its Subsidiaries, the certificates of
designation and other agreements governing the issuance of, or setting forth
the terms of, any Capital Stock (including, without limitation, the common
stock) issued or to be issued by the Company or any of its Subsidiaries and
the Rights Agreement.

"Change in Control":  one or more of the following events:

     (a) less than a majority of the members of the Company's board of
directors shall be persons who either (i) were serving as directors on the
Closing Date or (ii) were nominated as directors and approved by the vote of
the majority of the directors who are directors referred to in clause (i)
above or this clause (ii); or

     (b) the stockholders of the Company shall approve any plan or proposal
for the liquidation or dissolution of the Company; or

     (c) a Person or group of Persons acting in concert (other than the
direct or indirect beneficial owners of the Capital Stock of the Company as
of the Closing Date) shall, as a result of a tender or exchange offer, open
market purchases, privately negotiated purchases or otherwise, have become
the direct or indirect beneficial owner (within the meaning of Rule 13d-3
under the Securities Exchange Act of 1934, as amended from time to time) of
securities of the Company representing 40% or more of the combined voting
power of the outstanding voting securities for the election of directors or
shall have the right to elect a majority of the board of directors of the
Company.

"Chase":  The Chase Manhattan Bank.

"Closing Date":  the date on which the conditions precedent set forth in
subsection 7.1 shall be satisfied.

"Code":  the Internal Revenue Code of 1986, as amended from time to time.


"Commitment":  as to any Bank, the obligation of such Bank to make and/or
acquire participating interests in Committed Rate Loans or Swing Line Loans
hereunder in an aggregate Dollar Equivalent Amount at any one time
outstanding not to exceed the amount set forth opposite such Bank's name on
Schedule I, as such amount may be changed from time to time in accordance
with the provisions of this Agreement.

"Commitment Percentage":  as to any Bank at any time, the percentage which
such Bank's Commitment then constitutes of the aggregate Commitments (or, at
any time after the Commitments shall have expired or terminated, the
percentage which the amount of such Bank's Exposure at such time constitutes
of the aggregate amount of the Exposure of all the Banks at such time).

"Commitment Period":  the period from and including the Closing Date to and
including the Termination Date or such earlier date on which the Commitments
shall terminate as provided herein.

"Committed Exposure":  as to any Bank, the sum of (a) the aggregate Dollar
Equivalent Amount of the principal amount of all outstanding Committed Rate
Loans and  made by such Bank plus (b) such Bank's Commitment Percentage of
the aggregate Dollar Equivalent Amount of the principal amount of all
outstanding Swing Line Loans.

"Committed Rate Loan":  as defined in subsection 2.1; a Committed Rate Loan
bearing interest based upon the ABR shall be a "Committed Rate ABR Loan", and
a Committed Rate Loan bearing interest based upon a Eurocurrency Rate shall
be a "Committed Rate Eurocurrency Loan".

"Commonly Controlled Entity":  an entity, whether or not incorporated, which
is under common control with the Company within the meaning of Section 4001
of ERISA or is part of a group which includes the Company and which is
treated as a single employer under Section 414 of the Code.

"Company":  as defined in the preamble hereto.

"Company Guarantee":  the Guarantee of the Company, substantially in the form
of Exhibit F-1, as amended, supplemented or otherwise modified from time to
time.

"Company Guarantee Ratio": at any time, the ratio (expressed as a percentage)
of (a) the excess of (i) the aggregate Exposure of the Subsidiary Borrowers
at such time plus the Aggregate 1995 Exposure at such time over (ii) the
Guarantee Ceiling Amount at such time (the "Excess Exposure") to (b) the
aggregate Exposure of the Subsidiary Borrowers at such time plus the
Aggregate 1995 Exposure at such time; provided that, if the Excess Exposure
at any time is less than or equal to zero, the Company Guarantee Ratio shall
be zero.

"Competitive Advance Loan":  as defined in subsection 3.1.

"Competitive Advance Loan Offer":  with respect to any Competitive Advance
Loan Request in any Currency, an offer from a Bank in respect of such
Competitive Advance Loan Request, containing the information in respect of
such Competitive Advance Loan Offer and delivered to the Person, in the
manner and by the time specified for a Competitive Advance Loan Offer in
respect of such Currency in the Administrative Schedule.

"Competitive Advance Loan Request":  with respect to any Competitive Advance
Loan in any Currency, a request from the Borrower in respect of such Loan,
containing the information in respect of such Competitive Advance Loan and
delivered to the Person, in the manner and by the time specified for a
Competitive Advance Loan Request in respect of such Currency in the
Administrative Schedule.

"Consolidated Cash Interest Expense":  for any period, (a) the amount which
would, in conformity with GAAP, be set forth opposite the caption "interest
expense" or any like caption on a consolidated income statement of the
Company and its Subsidiaries minus (b) the amount of non-cash interest
(including interest paid by the issuance of additional securities) included
in such amount.

"Consolidated Net Income":  for any fiscal period, the consolidated net
income (or loss) of the Company and its Subsidiaries after excluding all
unusual, extraordinary and non-recurring gains and after adding all unusual,
extraordinary and non-recurring losses, in all cases of the Company and its
Subsidiaries determined on a consolidated basis during the relevant period in
accordance with GAAP.

"Consolidated Net Worth":  at a particular date, all amounts which would be
included under shareholders' equity on a consolidated balance sheet of the
Company and its Subsidiaries determined on a consolidated basis in accordance
with GAAP.

"Consolidated Total Capitalization":  at a particular date, the sum of (a)
Consolidated Net Worth plus (b) Consolidated Total Debt as at such date.

"Consolidated Total Debt":  all Indebtedness of the Company and its
Subsidiaries (excluding Indebtedness of the Company owing to any of its
Subsidiaries or Indebtedness of any Subsidiary of the Company owing to the
Company or any other Subsidiary of the Company), as determined on a
consolidated basis in accordance with GAAP.

"Contractual Obligation":  as to any Person, any provision of any security
issued by such Person or of any agreement, instrument or other undertaking to
which such Person is a party or by which it or any of its property is bound.

 "Credit Documents":  this Agreement, the Subsidiary Guarantees and the
Company Guarantee.

"Currencies":  the collective reference to Dollars and Available Foreign
Currencies.

"Default":  any of the events specified in Section 10, whether or not any
requirement for the giving of notice, the lapse of time, or both, or any
other condition, has been satisfied.

"Dollar Equivalent Amount":  with respect to (i) the amount of any Available
Foreign Currency on any date, the equivalent amount in Dollars of such amount
of Available Foreign Currency, as determined by the Administrative Agent
using the Exchange Rate and (ii) any amount in Dollars, such amount.

"Dollars" and "$":  dollars in lawful currency of the United States of
America.

"Domestic Subsidiary":  as to any Person, a Subsidiary of such Person
organized under the laws of a State of the United States or the District of
Columbia.

"Domestic Subsidiary Borrower":  each Subsidiary of the Company listed as a
Domestic Subsidiary Borrower in Schedule III as amended from time to time in
accordance with subsection 12.1(b)(i).

"Environmental Laws":  any and all applicable foreign, Federal, state, local
or municipal laws, rules, orders, regulations, statutes, ordinances, codes,
decrees, requirements of any Governmental Authority or other Requirements of
Law (including, without limitation, common law) regulating, relating to or
imposing liability or standards of conduct concerning protection of human
health or the environment, as now or may at any time hereafter be in effect.

"ERISA":  the Employee Retirement Income Security Act of 1974, as amended
from time to time.

"euro": the single currency of participating member states of the European
Union.

"Eurocurrency Loan":  any Loan bearing interest based upon a Eurocurrency
Rate.

"Eurocurrency Rate":  in respect of Dollars and each Available Foreign
Currency, the rate determined as the Eurocurrency Rate for Dollars or such
Available Foreign Currency in the manner set forth in the Administrative
Schedule.

 "Event of Default":  any of the events specified in Section 10, provided
that any requirement for the giving of notice, the lapse of time, or both, or
any other condition, has been satisfied.

"Exchange Rate":  with respect to any Available Foreign Currency on any date,
the rate at which such Available Foreign Currency may be exchanged into
Dollars, as set forth on such date on the relevant Reuters currency page at
or about 11:00 a.m. London time on such date.  In the event that such rate
does not appear on any Reuters currency page, the "Exchange Rate" with
respect to such Available Foreign Currency shall be determined by reference
to such other publicly available service for displaying exchange rates as may
be agreed upon by the Administrative Agent and the Company or, in the absence
of such agreement, such "Exchange Rate" shall instead be the Administrative
Agent's spot rate of exchange in the interbank market where its foreign
currency exchange operations in respect of such Available Foreign Currency
are then being conducted, at or about 10:00 a.m., local time, at such date
for the purchase of Dollars with such Available Foreign Currency, for
delivery two Business Days later; provided, that if at the time of any such
determination, no such spot rate can reasonably be quoted, the Administrative
Agent may use any reasonable method as it deems applicable to determine such
rate, and such determination shall be conclusive absent manifest error
(without prejudice to the determination of the reasonableness of such
method).

"Existing Credit Agreement":  as defined in the recitals hereof.

"Exposure":  at any date, (a) as to all the Banks, the aggregate Dollar
Equivalent Amount of the outstanding principal amount of all Loans then
outstanding, (b) as to any Bank, the aggregate Dollar Equivalent Amount of
(i) the outstanding principal amount of all Committed Rate Loans and
Competitive Advance Loans made by such Bank and (ii) such Bank's Commitment
Percentage of the outstanding principal amount of all Swing Line Loans and
(c) as to any Borrower, the aggregate Dollar Equivalent Amount of the
outstanding principal amount of all Loans to such Borrower then outstanding.

"Facility Fee Rate": for any date, a rate per annum determined based upon the
Rating in effect on such date by both S&P and Moody's set forth under the
relevant column heading below opposite such Rating:

Rating (S&P/Moody's)
Facility Fee Rate (in basis points)
Greater than or equal to A/A2  8.00
Greater than or equal to A-/A3  10.00
Greater than or equal to BBB+/Baa1  12.50
Greater than or equal to BBB/Baa2  17.50
Greater than or equal to BBB-/Baa3  25.00
Less than or equal to BB+/Ba1  32.50

;provided that, in the event that the Ratings of S&P and Moody's do not
coincide, the Facility Fee Rate set forth above opposite the higher of such
Ratings will apply, unless one of the Ratings is BB+/Ba1 or lower, in which
case the Facility Fee Rate will be based on the rating of BB+/Ba1.

"Financing Lease":  any lease of property, real or personal, the obligations
of the lessee in respect of which are required in accordance with GAAP to be
capitalized on a balance sheet of the lessee.

"Foreign Currency Exposure":  at any date, the aggregate Dollar Equivalent
Amount of the outstanding principal amount of all Loans then outstanding
which are denominated in a currency other than Dollars.

"Foreign Subsidiary Borrower":  each Subsidiary of the Company listed as a
Foreign Subsidiary Borrower in Schedule II as amended from time to time in
accordance with subsection 12.1(b)(i); provided that with respect to any
Subsidiary for which a Foreign Subsidiary Opinion has not previously been
delivered, if the aggregate Exposure of such Subsidiary owing to all Banks
exceeds $20,000,000 for a period of 30 consecutive days, then, unless a
Foreign Subsidiary Opinion is delivered within 30 days after the end of such
period, such Subsidiary shall cease to be a Foreign Subsidiary Borrower 30
days after the end of such period with respect to all Exposure of such
Subsidiary owing to the Banks in excess of $20,000,000.

 "Foreign Subsidiary Opinion":  with respect to any Foreign Subsidiary
Borrower, a legal opinion of counsel to such Foreign Subsidiary Borrower
addressed to the Administrative Agent and the Banks concluding that such
Foreign Subsidiary Borrower and the Credit Documents to which it is a party
substantially comply with the matters listed on Exhibit G-3 hereto, with such
deviations therefrom as the Administrative Agent shall consent (such consent
not to be unreasonably withheld).

"Funding Office":  for each Type of Committed Rate Loan and each Currency,
the Funding Office set forth in respect thereof in the Administrative
Schedule.

"Funding Time":  for each Type of Committed Rate Loan and each Currency, the
Funding Time set forth in respect thereof in the Administrative Schedule.

"GAAP":  generally accepted accounting principles in the United States of
America in effect from time to time.

"Gates":  Gates/Arrow Distributing, Inc., a Delaware corporation.

"Governing Documents":  as to any Person, the certificate or articles of
incorporation and by-laws or other organizational or governing documents of
such Person.

"Governmental Authority":  any nation or government, any state or other
political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or
pertaining to government.

"Guarantee Ceiling Amount":  at any time, the aggregate amount of obligations
that, pursuant to the restrictions contained in the Note Purchase Agreement,
may be guaranteed by the Company under the Company Guarantee on a basis pari
passu with the 1992 Private Placement Notes.

 "Guarantee Obligation":  as to any Person (the "guaranteeing person"), any
obligation of (a) the guaranteeing person or (b) another Person (including,
without limitation, any bank under any letter of credit) to induce the
creation of which the guaranteeing person has issued a reimbursement,
counterindemnity or similar obligation, in either case guaranteeing or in
effect guaranteeing any Indebtedness, leases, dividends or other obligations
(the "primary obligations") of any other third Person (the "primary obligor")
in any manner, whether directly or indirectly, including, without limitation,
any obligation of the guaranteeing person, whether or not contingent, (i) to
purchase any such primary obligation or any property constituting direct or
indirect security therefor, (ii) to advance or supply funds (1) for the
purchase or payment of any such primary obligation or (2) to maintain working
capital or equity capital of the primary obligor or otherwise to maintain the
net worth or solvency of the primary obligor, (iii) to purchase property,
securities or services primarily for the purpose of assuring the owner of any
such primary obligation of the ability of the primary obligor to make payment
of such primary obligation or (iv) otherwise to assure or hold harmless the
owner of any such primary obligation against loss in respect thereof;
provided, however, that the term Guarantee Obligation shall not include
endorsements of instruments for deposit or collection in the ordinary course
of business.  The amount of any Guarantee Obligation of any guaranteeing
person shall be deemed to be the lower of (a) an amount equal to the stated
or determinable amount of the primary obligation in respect of which such
Guarantee Obligation is made and (b) the maximum amount for which such
guaranteeing person may be liable pursuant to the terms of the instrument
embodying such Guarantee Obligation, unless such primary obligation and the
maximum amount for which such guaranteeing person may be liable are not
stated or determinable, in which case the amount of such Guarantee Obligation
shall be such guaranteeing person's maximum reasonably anticipated liability
in respect thereof as determined by the Company in good faith.

"Guarantor":  the Company or any Subsidiary in its capacity as a party to the
Company Guarantee or a Subsidiary Guarantee, as the case may be.

"Hedging Agreements":  (a) Interest Rate Agreements and (b) any swap,
futures, forward or option agreements or other agreements or arrangements
designed to limit or eliminate the risk and/or exposure of a Person to
fluctuations in currency exchange rates.

"Hedging Banks":  any Bank or any of its subsidiaries or affiliates which
from time to time enter into Hedging Agreements with the Company or any of
its Subsidiaries.

"Indebtedness":  of any Person at any date, without duplication, (a) the
principal amount of all indebtedness of such Person for borrowed money or for
the deferred purchase price of property or services (other than current trade
liabilities incurred in the ordinary course of business and payable in
accordance with customary practices), (b) the principal amount of any other
indebtedness of such Person which is evidenced by a note, bond, debenture or
similar instrument, (c) the portion of all obligations of such Person under
Financing Leases which must be capitalized in accordance with GAAP, (d) the
principal or stated amount of all obligations of such Person in respect of
letters of credit, banker's acceptances or similar obligations issued or
created for the account of such Person, (e) all liabilities arising under
Hedging Agreements of such Person, (f) the principal or stated amount of all
Guarantee Obligations of such Person (other than guarantees by the Company or
any Subsidiary in respect of current trade liabilities of the Company or any
Subsidiary incurred in the ordinary course of business and payable in
accordance with customary terms), and (g) the principal amount of all
liabilities secured by any Lien on any property owned by such Person even
though such Person has not assumed or otherwise become liable for the payment
thereof.

 "Initial Subsidiary Guarantee":  the Subsidiary Guarantee executed on the
Closing Date by Gates, substantially in the form of Exhibit F-2, as the same
may be amended, supplemented or otherwise modified from time to time.

"Insolvency":  with respect to any Multiemployer Plan, the condition that
such Plan is insolvent within the meaning of Section 4245 of ERISA.

"Insolvent":  pertaining to a condition of Insolvency.

"Interest Payment Date":  (a) as to any ABR Loan, the last day of each March,
June, September and December, (b) as to any Committed Rate Eurocurrency Loan
having an Interest Period of three months or less, the last day of such
Interest Period, (c) as to any Committed Rate Eurocurrency Loan having an
Interest Period longer than three months, each day which is three months
after the first day of such Interest Period and the last day of such Interest
Period, (d) as to any Swing Line Loan, the last Business Day of each calendar
month during which such Swing Line Loan is outstanding, and (e) as to any
Competitive Advance Loan, the date or dates set forth in the applicable
Competitive Advance Loan Request or otherwise agreed upon by the relevant
Borrower and Bank at the time the terms of such Competitive Advance Loan are
determined as provided in subsection 3.2.

"Interest Period":  with respect to any Committed Rate Eurocurrency Loan:

     (i) initially, the period commencing on the borrowing or conversion
date, as the case may be, with respect to such Eurocurrency Loan and ending
one, two, three or six months thereafter, as selected by the relevant
Borrower in its Notice of Borrowing or Notice of Conversion, as the case may
be, given with respect thereto; and

    (ii)  thereafter, each period commencing on the last day of the next
preceding Interest Period applicable to such Eurocurrency Loan and ending
one, two, three or six months thereafter, as selected by the relevant
Borrower by a Notice of Continuation with respect thereto; provided that, all
of the foregoing provisions relating to Interest Periods are subject to the
following:

     (1)  if any Interest Period would otherwise end on a day that is not a
Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless the result of such extension would be to carry such
Interest Period into another calendar month in which event such Interest
Period shall end on the immediately preceding Business Day;

     (2)  any Interest Period that would otherwise extend beyond the
Termination Date shall end on the Termination Date; and

     (3)  any Interest Period 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 a calendar month.

"Interest Rate Agreement":  any interest rate protection agreement, interest
rate future, interest rate option, interest rate swap, interest rate cap or
other interest rate hedge or arrangement under which the Company is a party
or a beneficiary.

"Joinder Agreement":  each Joinder Agreement, substantially in the form of
Exhibit A, from time to time executed and delivered hereunder pursuant to
subsection 12.1(b).

"Lien":  any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge or other security
interest or any preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including, without
limitation, any conditional sale or other title retention agreement and any
Financing Lease having substantially the same economic effect as any of the
foregoing).

"Loan":  any Committed Rate Loan, Competitive Advance Loan or Swing Line
Loan.

"Loan Parties":  the Company and each Subsidiary of the Company which is a
party to a Credit Document.

"London Banking Day": any day on which banks in London are open for general
banking business, including dealings in foreign currency and exchange.

"Material Adverse Effect":  a material adverse effect on (a) the business,
operations, property, condition (financial or otherwise) or prospects of the
Company and
its Subsidiaries taken as a whole, (b) the ability of the Company to perform
its obligations under this Agreement or other Credit Documents or (c) the
validity or enforceability of this Agreement or any of the other Credit
Documents or the rights or remedies of the Administrative Agent, or the Banks
hereunder or thereunder.

 "Materials of Environmental Concern":  any gasoline or petroleum (including
crude oil or any fraction thereof) or petroleum products or any hazardous or
toxic substances, materials or wastes, defined or regulated as such in or
under any Environmental Law, including, without limitation, asbestos,
polychlorinated biphenyls and urea-formaldehyde insulation.

"Moody's":  Moody's Investors Service, Inc.

"Multiemployer Plan":  a Plan which is a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

"1995 Credit Agreement":  the Second Amended and Restated Credit Agreement,
dated as of August 16, 1995, as amended, among the Company, the other
borrowers named therein, Chase, as administrative agent, and others.

"1992 Private Placement Notes":  the $75,000,000 Senior Secured Notes issued
by the Company pursuant to the Note Purchase Agreement, as any of the same
may be
amended, supplemented, endorsed or otherwise modified from time to time;
provided the aggregate principal amount thereof is not increased.

"Non-Excluded Taxes":  as defined in subsection 5.6.

"Note Purchase Agreement":  the collective reference to the several Senior
Note Purchase Agreements, each dated as of December 29, 1992, among the
Company and the respective financial institutions party thereto as
purchasers, as the same may be amended, supplemented or otherwise modified
from time to time.

"Notice of Borrowing":  with respect to a Committed Rate Loan of any Type in
any Currency, a notice from the Borrower in respect of such Loan, containing
the information in respect of such Loan and delivered to the Person, in the
manner and by the time specified for a Notice of Borrowing in respect of such
Currency and such Type of Loan in the Administrative Schedule.

"Notice of Continuation":  with respect to a Committed Rate Eurocurrency Loan
in any Currency, a notice from the Borrower in respect of such Loan,
containing the information in respect of such Loan and delivered to the
Person, in the manner and by the time specified for a Notice of Continuation
in respect of such Currency in the Administrative Schedule.

 "Notice of Conversion":  with respect to a Committed Rate Loan in Dollars
which a Borrower wishes to convert from a Eurocurrency Loan to an ABR Loan,
or from an ABR Loan to a Eurocurrency Loan, as the case may be, a notice from
such Borrower setting forth the amount of such Loan to be converted, the date
of such conversion and, in the case of conversions of ABR Loans to
Eurocurrency Loans, the length of the initial Interest Period applicable
thereto.  Each Notice of Conversion shall be delivered to the Administrative
Agent at its address set forth in subsection 12.2 and shall be delivered
before 12:00 Noon, New York City time, on the Business Day of the requested
conversion in the case of conversions to ABR Loans, and before 12:00 Noon,
New York City time, three Business Days before the requested conversion in
the case of conversions to Eurocurrency Loans.

"Notice of Guarantee Ceiling Amount":  a certificate of the Company
substantially in the form of Exhibit J delivered to the Administrative Agent
and calculating the Guarantee Ceiling Amount.

"Notice of Prepayment":  with respect to prepayment of any Committed Rate
Loan of any Type in any Currency, a notice from the Borrower in respect of
such Loan, containing the information in respect of such prepayment and
delivered to the Person, in the manner and by the time specified for a Notice
of Prepayment in respect of such Currency and such Type of Loan in the
Administrative Schedule.

"Notice of Swing Line Borrowing":  with respect to a Swing Line Loan of any
Type in any Currency, a notice from the Borrower in respect of such Loan,
containing the information in respect of such Swing Line Loan and delivered
to the Person, in the manner and by the time agreed by the Company and the
applicable Swing Line Bank in respect of such Currency and such Type of Loan.

"Notice of Swing Line Outstandings":  with respect to each Swing Line Bank, a
notice from such Swing Line Bank containing the information, delivered to the
Person, in the manner and by the time, specified for a Notice of Swing Line
Outstandings in the Administrative Schedule.

"Notice of Swing Line Refunding":  with respect to each Swing Line Bank, a
notice from such Swing Line Bank containing the information, delivered to the
Person, in the manner and by the time, specified for a Notice of Swing Line
Refunding in the Administrative Schedule.

"Objecting Bank":  as defined in subsection 12.1(d).

"Participant":  as defined in subsection 12.6(b).

"Payment Office":  for each Type of Committed Rate Loan and each Currency,
the Payment Office set forth in respect thereof in the Administrative
Schedule.

"Payment Time":  for each Type of Committed Rate Loan and each Currency, the
Payment Time set forth in respect thereof in the Administrative Schedule.

 "PBGC":  the Pension Benefit Guaranty Corporation established pursuant to
Subtitle A of Title IV of ERISA.

"Person":  an individual, partnership, corporation, business trust, joint
stock company, trust, unincorporated association, joint venture, Governmental
Authority or other entity of whatever nature.

"Plan":  at a particular time, any employee benefit plan which is covered by
ERISA and in respect of which the Company or a Commonly Controlled Entity is
(or, if such plan were terminated at such time, would under Section 4069 of
ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

"Pounds", "Pounds Sterling" and "Sterling":  the lawful currency of the
United
Kingdom.

"Properties":  as defined in subsection 6.19(a).

"Ratings":  the actual or implied senior unsecured non-credit enhanced debt
ratings of the Company in effect from time to time by Moody's or S&P, as the
case may be, the bank debt rating of the Company in effect from time to time
by Moody's or the corporate credit rating of the Company in effect from time
to time by S&P.

"Register":  as defined in subsection 12.6(d).

"Regulation U":  Regulation U of the Board as in effect from time to time.

"Reorganization":  with respect to any Multiemployer Plan, the condition that
such plan is in reorganization within the meaning of Section 4241 of ERISA.

"Replacement Bank":  a bank or financial institution that assumes certain
Commitments and obligations and purchases certain Loans and rights pursuant
to subsection 5.7(b) or 12.1(d).

"Reportable Event":  any of the events set forth in Section 4043(c) of ERISA,
other than those events as to which the thirty day notice period is waived
under subsections .13, .14, .16, .18, .19 or .20 of PBGC Reg. ' 2615.

"Required Banks":  at any time, Banks the Commitment Percentages of which
aggregate more than 50%.

"Requirement of Law":  as to any Person, the Governing Documents of such
Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case
applicable to or binding upon such Person or any of its property or to which
such Person or any of its property is subject.

"Responsible Officer":  as to any Person, the chief executive officer, the
chairman of the board, the president, the chief financial officer, the chief
accounting officer, any executive or senior vice president or the treasurer
of such Person.

"Rights Agreement":  the Rights Agreement, dated as of March 2, 1988, between
the Company and Chase, as successor by merger to Manufacturers Hanover Trust
Company, as rights agent, as amended, supplemented or otherwise modified from
time to time.

"S&P":  Standard & Poor's Ratings Group.

"Schedule Amendment":  each Schedule Amendment, substantially in the form of
Exhibit B, executed and delivered pursuant to subsection 12.1.

"Single Employer Plan":  any Plan which is covered by Title IV of ERISA, but
which is not a Multiemployer Plan.

"Subordinated Debentures":  the Company's 5-3/4% Convertible Subordinated
Debentures due 2002.

"Subordinated Indebtedness":  Indebtedness outstanding under the Subordinated
Debentures.

"Subsidiary":  as to any Person, a corporation, partnership or other entity
of which shares of stock or other ownership interests having ordinary voting
power (other than stock or such other ownership interests having such power
only by reason of the happening of a contingency) to elect a majority of the
board of directors or other managers of such corporation, partnership or
other entity are at the time owned, or the management of which is otherwise
controlled, directly or indirectly through one or more intermediaries, or
both, by such Person.  Unless otherwise qualified, all references to a
"Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a
Subsidiary or Subsidiaries of the Company.

"Subsidiary Borrower":  the collective reference to the Foreign Subsidiary
Borrowers and the Domestic Subsidiary Borrowers.

 "Subsidiary Guarantee":  each of (a) the Initial Subsidiary Guarantee and
(b) each other Subsidiary Guarantee, substantially in the form of the Initial
Subsidiary Guarantee with such changes as shall be approved by the
Administrative Agent, to be executed and delivered from time to time by any
other Domestic Subsidiary that accounts for more than 5% of Total Assets at
any date, in each case, as the same may be amended, supplemented or otherwise
modified from time to time.

"Swing Line Bank":  in respect of any Borrower and any Currency, each Bank
listed as a Swing Line Bank in respect of such Borrower and Currency in
Schedule III.

"Swing Line Currency":  in respect of any Borrower, the Currency set forth
for
such Borrower in Schedule III.

"Swing Line Limit":  in respect of any Borrower, the amount listed as the
Swing Line Limit in respect of such Borrower in Schedule III, but not in any
case for all Borrowers to exceed a Dollar Equivalent Amount equal to
$25,000,000.

"Swing Line Loan":  as defined in subsection 4.1.

"Swing Line Rate":  in respect of each Swing Line Currency for each Swing
Line Bank, the interest rate agreed from time to time between the Company and
such Swing Line Bank.

"Target Operating Day":  any day that is not (a) a Saturday or Sunday, (b)
Christmas Day or New Year's Day or (c) any other day on which the Trans-
European Real-time Gross Settlement Operating System (or any successor
settlement system) is not operating (as determined by the Administrative
Agent).

"Termination Date":  March 23, 2001, as such date may be extended pursuant to
subsection 5.12.

"Total Assets":  at a particular date, the assets of the Company and its
Subsidiaries, determined on a consolidated basis in accordance with GAAP.

"Tranche":  the collective reference to Committed Rate Eurocurrency Loans in
any Currency the then current Interest Periods with respect to all of which
begin on the same date and end on the same later date (whether or not such
Loans shall originally have been made on the same day).

"Transferee":  as defined in subsection 12.6(f).

"Type":  in respect of any Loan, its character as a Committed Rate Loan,
Competitive Advance Loan or Swing Line Loan, as the case may be.

"UCC":  the Uniform Commercial Code as from time to time in effect in the
relevant jurisdiction.

"Undrawn Commitment":  as to any Bank at any time, the amount of such Bank's
Commitment minus the amount of such Bank's Committed Exposure at such time
but not less than zero.

1.2  Other Definitional Provisions1.2  Other Definitional Provisions tc  \l 2
"1.2  Other Definitional Provisions" .  (a)  Unless otherwise specified
therein, all terms defined in this Agreement shall have the defined meanings
when used in any certificate or other document made or delivered pursuant
hereto.

     (b) As used herein and in any certificate or other document made or
delivered pursuant hereto, accounting terms relating to the Company and its
Subsidiaries not defined in subsection 1.1 and accounting terms partly
defined in subsection 1.1, to the extent not defined, shall have the
respective meanings given to them under GAAP.

     (c) The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole
and not to any particular provision of this Agreement, and Section,
subsection, Schedule and Exhibit references are to this Agreement unless
otherwise specified.

     (d) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

     (e) The phrases "to the knowledge of the Company" and "of which any
Subsidiary is aware" and phrases of similar import when used in this
Agreement shall mean to the actual knowledge of a Responsible Officer of the
Company or any such Subsidiary, as the case may be.

1.3  Accounting Determinations.3  Accounting Determinations tc  \l 21 ".3
Accounting Determinations" .  Unless otherwise specified herein, all
accounting determinations for purposes of calculating or determining
compliance with the terms found in subsection 1.1 or the standards and
covenants found in subsection 9.1 and otherwise to be made under this
Agreement shall be made in accordance with GAAP applied on a basis consistent
in all material respects with that used in preparing the financial statements
referred to in subsection 6.1.  If GAAP shall change from the basis used in
preparing such financial statements, the certificates required to be
delivered pursuant to subsection 8.2 demonstrating compliance with the
covenants contained herein shall set forth calculations setting forth the
adjustments necessary to demonstrate how the Company is in compliance with
the financial covenants based upon GAAP as in effect on the Closing Date.

SECTION 2.  THE COMMITTED RATE LOANSSECTION 2.  THE COMMITTED RATE LOANS tc
\l 1 "SECTION 2.  THE COMMITTED RATE LOANS"

2.1  Committed Rate Loans2.1  Committed Rate Loans tc  \l 2 "2.1  Committed
Rate Loans" .  (a)  Subject to the terms and conditions hereof, each Bank
severally agrees to make loans on a revolving credit basis ("Committed Rate
Loans") to any Borrower from time to time during the Commitment Period;
provided, that (i) no Committed Rate Loan shall be made if, after giving
effect to the making of such Loan and the simultaneous application of the
proceeds thereof, (A) the aggregate amount of the Exposure of all the Banks
would exceed $550,000,000 (the aggregate amount of the Commitments) or (B)
the aggregate amount of the Foreign Currency Exposure would exceed
$100,000,000, and (ii) no Committed Rate Loan shall be made to any Subsidiary
Borrower if, after giving effect to the making of such Loan and the
simultaneous application of the proceeds thereof, the Company Guarantee Ratio
would exceed 25%.  During the Commitment Period, the Borrowers may use the
Commitments by borrowing, prepaying the Committed Rate Loans in whole or in
part, and reborrowing, all in accordance with the terms and conditions
hereof.

     (b) The Committed Rate Loans may be made in Dollars or any Available
Foreign Currency and may from time to time be (i) Committed Rate Eurocurrency
Loans, (ii) in the case of Committed Rate Loans in Dollars only, Committed
Rate ABR Loans or (iii) a combination thereof, as determined by the relevant
Borrower and set forth in the Notice of Borrowing or Notice of Conversion
with respect thereto; provided, that no Committed Rate Eurocurrency Loan
shall be made after the day that is one month prior to the Termination Date.

2.2  Procedure for Committed Rate Loan Borrowing2.2  Procedure for Committed
Rate Loan Borrowing tc  \l 2 "2.2  Procedure for Committed Rate Loan
Borrowing".  Any Borrower may request the Banks to make Committed Rate Loans
on any Business Day during the Commitment Period by delivering a Notice of
Borrowing.  Each borrowing of Committed Rate Loans (other than pursuant to a
Swing Line refunding pursuant to subsection 4.4) shall be in an amount equal
to (a) in the case of ABR Loans, $1,000,000 or a whole multiple of $500,000
in excess thereof (or, if the then aggregate undrawn amount of the
Commitments is less than $1,000,000, such lesser amount) and (b) in the case
of Eurocurrency Loans, (i) if in Dollars, $2,000,000 or increments of
$500,000 thereafter, and (ii) if in any Available Foreign Currency, an amount
in such Available Foreign Currency of which the Dollar Equivalent Amount is
at least $2,000,000.  Upon receipt of any such Notice of Borrowing from a
Borrower, the Administrative Agent shall promptly notify each Bank of receipt
of such Notice of Borrowing and of such Bank's Commitment Percentage of the
Committed Rate Loans to be made pursuant thereto.  Subject to the terms and
conditions hereof, each Bank will make its Commitment Percentage of each such
borrowing available to the Administrative Agent for the account of such
Borrower at the Funding Office, and at or prior to the Funding Time, for the
Currency of such Loan in funds immediately available to the Administrative
Agent in the applicable Currency.  The amounts made available by each Bank
will then be made available to such Borrower at the Funding Office, in like
funds as received by the Administrative Agent.

2.3  Repayment of Committed Rate Loans; Evidence of Debt2.3  Repayment of
Committed Rate Loans; Evidence of Debt tc  \l 2 "2.3  Repayment of Committed
Rate Loans; Evidence of Debt".

     (a) Each Borrower hereby unconditionally promises to pay to the
Administrative Agent for the account of each Bank on the Termination Date
with respect to such Bank (or such earlier date on which the Loans become due
and payable pursuant to Section 10), the then unpaid principal amount of each
Committed Rate Loan made by such Bank to such Borrower.  Each Borrower hereby
further agrees to pay interest on the unpaid principal amount of the
Committed Rate Loans made to such Borrower from time to time outstanding from
the date hereof until payment in full thereof at the rates per annum, and on
the dates, set forth in subsection 2.8.


     (b) Each Bank shall maintain in accordance with its usual practice an
account or accounts evidencing indebtedness of each Borrower to such Bank
resulting from each Committed Rate Loan of such Bank from time to time,
including the amounts of principal and interest payable and paid to such Bank
from time to time under this Agreement.

     (c) The Administrative Agent shall maintain the Register pursuant to
subsection 12.6(d), and a subaccount therein for each Bank, in which shall be
recorded (i) the amount of each Committed Rate Loan made hereunder and each
Interest Period (if any) applicable thereto, (ii) the amount of any principal
or interest due and payable or to become due and payable from each Borrower
to each Bank under Committed Rate Loans and (iii) the amount of any sum
received by the Administrative Agent from each Borrower in respect of
Committed Rate Loans, and the amount of each Bank's share thereof.

     (d) The entries made in the Register and the accounts of each Bank
maintained pursuant to subsection 2.3(b) shall, to the extent permitted by
applicable law, be prima facie evidence of the existence and amounts of the
obligations of each Borrower therein recorded; provided, however, that the
failure of any Bank or the Administrative Agent to maintain the Register or
any such account, or any error therein, shall not in any manner affect the
obligation of each Borrower to repay (with applicable interest) the Committed
Rate Loans made to such Borrower by such Bank in accordance with the terms of
this Agreement.

2.4  Termination or Reduction of Commitments2.4  Termination or Reduction of
Commitments tc  \l 2 "2.4  Termination or Reduction of Commitments" .  The
Company shall have the right, upon not less than five Business Days' notice
to the Administrative Agent, to terminate the Commitments or, from time to
time, to reduce the amount of the Commitments.  Any such reduction shall be
in an amount equal to $5,000,000 or a whole multiple thereof and shall reduce
permanently the Commitments then in effect; provided that the Commitments may
not be optionally reduced at any time to an amount which is less than the
amount of the Exposure of all the Banks at such time; and provided further
that the Commitments may not be reduced to an amount which is less than
$50,000,000 unless they are terminated in full.

2.5  Optional Prepayments2.5  Optional Prepayments tc  \l 2 "2.5  Optional
Prepayments".  By giving a Notice of Prepayment, any Borrower may, at any
time and from time to time, prepay the Committed Rate Loans made to such
Borrower, in whole or in part, without premium or penalty (except as provided
in subsection 5.8).  Upon receipt of any such notice the Administrative Agent
shall promptly notify each Bank thereof.  If any such notice is given, the
amount specified in such notice shall be due and payable on the date
specified therein, together with any amounts payable pursuant to subsection
5.8.  Partial prepayments shall be in an aggregate principal amount of
$1,000,000 or a whole multiple of $500,000 in excess thereof or an aggregate
principal Dollar Equivalent Amount of at least $1,000,000 for Loans
denominated in a Foreign Currency.

2.6  Conversion and Continuation Options2.6  Conversion and Continuation
Options tc  \l 2 "2.6  Conversion and Continuation Options" . (a)  By giving
a Notice of Conversion, any Borrower may elect from time to time (i) to
convert such Borrower's Eurocurrency Loans in Dollars to ABR Loans or (ii) to
convert such Borrower's ABR Loans to Eurocurrency Loans in Dollars.  Upon
receipt of any Notice of Conversion the Administrative Agent shall promptly
notify each Bank thereof.  All or any part of Eurocurrency Loans outstanding
in Dollars or ABR Loans may be converted as provided herein, provided that
(i) no ABR Loan may be converted into a Eurocurrency Loan when any Event of
Default has occurred and is continuing and the Administrative Agent has or
the Required Banks have determined that such a conversion is not appropriate
and (ii) no ABR Loan may be converted into a Eurocurrency Loan after the date
that is one month prior to the Termination Date.

     (b) By giving a Notice of Continuation, any Borrower may continue any of
such Borrower's Eurocurrency Loans as Eurocurrency Loans in the same Currency
for additional Interest Periods.

     (c) Any Borrower may convert Committed Rate Loans outstanding in Dollars
or one Available Foreign Currency to Committed Rate Loans in Dollars or a
different Currency by repaying such Loans in the first Currency and borrowing
Loans of such different Currency in accordance with the applicable provisions
of this Agreement.

     (d) If any Borrower shall fail to timely give a Notice of Continuation
or a Notice of Conversion in respect of any of such Borrower's Eurocurrency
Loans with respect to which an Interest Period is expiring, such Borrower
shall be deemed to have given a Notice of Continuation for an Interest Period
of one month.

2.7  Minimum Amounts of Tranches2.7  Minimum Amounts of Tranches tc  \l 2
"2.7  Minimum Amounts of Tranches" .  All borrowings, conversions and
continuations of Committed Rate Loans and all selections of Interest Periods
shall be in such amounts and be made pursuant to such elections so that,
after giving effect thereto, the aggregate principal amount of the Committed
Rate Loans comprising (i) each Tranche in Dollars shall be not less than
$2,000,000 and (ii) each Tranche in any Available Foreign Currency shall be
not less than the Dollar Equivalent Amount in such Currency of $2,000,000.

2.8  Interest Rates and Payment Dates for Committed Rate Loans2.8  Interest
Rates and Payment Dates for Committed Rate Loans tc  \l 2 "2.8  Interest
Rates and Payment Dates for Committed Rate Loans" .  (a)  Each Committed Rate
Eurocurrency Loan shall bear interest for each day during each Interest
Period with respect thereto at a rate per annum equal to the Eurocurrency
Rate for such Interest Period plus the Applicable Margin.

     (b) Each Committed Rate ABR Loan shall bear interest at a rate per annum
equal to the ABR.

     (c) If all or a portion of (i) the principal amount of any Committed
Rate Loan or (ii) any interest payable thereon shall not be paid when due
(whether at the stated maturity, by acceleration or otherwise), such overdue
amount shall bear interest at a rate per annum which is (x) in the case of
overdue principal, the rate that would otherwise be applicable thereto
pursuant to the foregoing provisions of this subsection plus 2% or (y) in the
case of overdue interest, the rate described in paragraph (b) of this
subsection plus 2%, in each case from the date of such non-payment until such
amount is paid in full (as well after as before judgment).

     (d) Interest on Committed Rate Loans shall be payable in arrears on each
Interest Payment Date; provided, that interest accruing pursuant to paragraph
(c) of this subsection shall be payable from time to time on demand.

2.9  Inability to Determine Interest Rate2.9  Inability to Determine Interest
Rate tc  \l 2 "2.9  Inability to Determine Interest Rate" .  If on or prior
to the date on which the Eurocurrency Rate is determined for any Interest
Period in respect of any Eurocurrency Loan in any Currency:

     (a) the Administrative Agent shall have determined (which determination
shall be conclusive absent manifest error) that, by reason of circumstances
affecting the relevant market generally, adequate and reasonable means do not
exist for ascertaining the Eurocurrency Rate for such affected Currency or
such affected Interest Period, or

     (b) the Administrative Agent shall have received notice from Banks
having Commitments comprising at least 25% of the aggregate amount of the
Commitments that the Eurocurrency Rate determined or to be determined for
such affected Interest Period will not adequately and fairly reflect the cost
to such Banks (as conclusively certified by such Banks) of making or
maintaining their affected Committed Rate Loans during such affected Interest
Period, the Administrative Agent shall give telecopy or telephonic notice
thereof to the Company and the Banks as soon as practicable thereafter.  If
such notice is given (x) any Eurocurrency Loans requested to be made in such
affected Currency on the first day of such affected Interest Period shall be
made as ABR Loans in Dollars in the Dollar Equivalent Amount, (y) any
Committed Rate Loans that were to have been converted on the first day of
such affected Interest Period from ABR Loans to Eurocurrency Loans shall be
continued as ABR Loans and (z) any Eurocurrency Loans in such affected
Currency that were to have been continued as such shall be converted, on the
first day of such Interest Period, to ABR Loans in Dollars in the Dollar
Equivalent Amount.  Until such notice has been withdrawn by the
Administrative Agent, no further Eurocurrency Loans in such affected Currency
shall be made, converted to or continued as such.


SECTION 3.  THE COMPETITIVE ADVANCE LOANSSECTION 3.  THE COMPETITIVE ADVANCE
LOANS tc  \l 1 "SECTION 3.  THE COMPETITIVE ADVANCE LOANS"

3.1  Competitive Advance Loans3.1  Competitive Advance Loans tc  \l 2 "3.1
Competitive Advance Loans" .  (a)  Subject to the terms and conditions
hereof, any Borrower may, from time to time during the Commitment Period,
request the Banks to offer bids, and any Bank may, in its sole discretion,
offer such bids, to make competitive advance loans ("Competitive Advance
Loans") to such Borrower on the terms and conditions set forth in such bids.
Each Competitive Advance Loan shall bear interest at the rates, be payable on
the dates, and shall mature on the date, agreed between such Borrower and
Bank at the time such Competitive Advance Loan is made; provided, that (i)
each Competitive Advance Loan shall mature not earlier than 1 day and not
later than 180 days, after the date such Competitive Advance Loan is made and
(ii) no Competitive Advance Loan shall mature after the Termination Date.
During the Commitment Period, the Borrowers may accept bids from Banks from
time to time for Competitive Advance Loans, and borrow and repay Competitive
Advance Loans, all in accordance with the terms and conditions hereof;
provided, that (i) no Competitive Advance Loan shall be made if, after giving
effect to the making of such Loan and the simultaneous application of the
proceeds thereof, (A) the aggregate amount of the Exposure of all the Banks
would exceed the aggregate amount of the Commitments or (B) the aggregate
amount of the Foreign Currency Exposure would exceed $100,000,000, and (ii)
no Competitive Advance Loan shall be made to any Subsidiary Borrower if,
after giving effect to the making of such Loan and the simultaneous
application of the proceeds thereof, the Company Guarantee Ratio would exceed
25%.  Subject to the foregoing, any Bank may, in its sole discretion, make
Competitive Advance Loans in an aggregate outstanding amount exceeding the
amount of such Bank's Commitment.

     (b) The Competitive Advance Loans may be made in Dollars or any
Available Foreign Currency, as agreed between the Borrower and Bank in
respect thereof at the time such Competitive Advance Loan is made.

3.2  Procedure for Competitive Advance Loan Borrowing3.2  Procedure for
Competitive Advance Loan Borrowing tc  \l 2 "3.2  Procedure for Competitive
Advance Loan Borrowing".

     (a) Any Borrower may request Competitive Advance Loans by delivering a
Competitive Advance Loan Request.  The Administrative Agent shall notify each
Bank promptly by facsimile transmission of the contents of each Competitive
Advance Loan Request received by the Administrative Agent. Each Bank may
elect, in its sole discretion, to offer irrevocably to make one or more
Competitive Advance Loans to the Borrower by delivering a Competitive Advance
Loan Offer to the Administrative Agent.


     (b) Before the acceptance time set forth in the applicable Competitive
Advance Loan Request, the relevant Borrower, in its absolute discretion,
shall:

          (i) cancel such Competitive Advance Loan Request by giving the
Administrative Agent telephone notice to that effect, or

         (ii) by giving telephone notice to the Administrative Agent
immediately confirmed in writing or by facsimile transmission (1) subject to
the provisions of subsection 3.2(c) accept one or more of the offers made by
any Bank or Banks pursuant to subsection 3.2(a) of the amount of Competitive
Advance Loans for each relevant maturity date and (2) reject any remaining
offers made by Banks pursuant to subsection 3.2(a).

     (c) The relevant Borrower's acceptance of Competitive Advance Loans in
response to any Competitive Advance Loan Request shall be subject to the
following limitations:

          (i) The amount of Competitive Advance Loans accepted for each
maturity date specified by any Bank in its Competitive Advance Loan Offer
shall not exceed the maximum amount for such maturity date specified in such
Competitive
Advance Loan Offer;

         (ii) the aggregate amount of Competitive Advance Loans accepted for
all maturity dates specified by any Bank in its Competitive Advance Loan
Offer shall not exceed the aggregate maximum amount specified in such
Competitive Advance Loan
Offer for all such maturity dates;

        (iii) such Borrower may not accept offers for Competitive Advance
Loans for any maturity date in an aggregate principal amount in excess of the
maximum principal amount requested in the related Competitive Advance Loan
Request; and

         (iv) if such Borrower accepts any of such offers, it must accept
offers based solely upon pricing for such relevant maturity date and upon no
other criteria whatsoever and if two or more Banks submit offers for any
maturity date at identical pricing and such Borrower accepts any of such
offers but does not wish to (or by reason of the limitations set forth in
this subsection 3.2(c)(iii) cannot) borrow the total amount offered by such
Banks with such identical pricing, the Administrative Agent shall allocate
offers from all of such Banks in amounts among them pro rata according to the
amounts offered by such Banks (or as nearly pro rata as shall be
practicable).

     (d) If the relevant Borrower notifies the Administrative Agent that a
Competitive Advance Loan Request is canceled, the Administrative Agent shall
give prompt telephone notice thereof to the Banks.

     (e) If the relevant Borrower accepts one or more of the offers made by
any Bank or Banks, the Administrative Agent promptly shall notify each Bank
which has made such a Competitive Advance Loan Offer of (i) the aggregate
amount of such Competitive Advance Loans to be made for each maturity date
and (ii) the acceptance or rejection of any offers to make such Competitive
Advance Loans made by such Bank.  Before the Funding Time for Committed Rate
Loans of the applicable Currency, each Bank whose Competitive Advance Loan
Offer has been accepted shall make available to the Administrative Agent for
the account of the relevant Borrower at the Funding Office for Committed Rate
Loans of the applicable Currency the amount of Competitive Advance Loans in
the applicable Currency to be made by such Bank, in immediately available
funds.

3.3  Repayment of Competitive Advance Loans; Evidence of Debt3.3  Repayment
of Competitive Advance Loans; Evidence of Debt tc  \l 2 "3.3  Repayment of
Competitive Advance Loans; Evidence of Debt" .  (a) Each Borrower that
borrows any Competitive Advance Loan hereby unconditionally promises to pay
to the Bank that made such Competitive Advance Loan on the maturity date, as
agreed by such Borrower and Bank (or such earlier date on which all the Loans
become due and payable pursuant to Section 10), the then unpaid principal
amount of such Competitive Advance Loan.  Each Borrower hereby further agrees
to pay interest on the unpaid principal amount of the Competitive Advance
Loans made by any Bank to such Borrower from time to time outstanding from
the date thereof until payment in full thereof at the rate per annum, and on
the dates, agreed by such Borrower and Bank at the time such Competitive
Advance Loan is made.  All payments in respect of Competitive Advance Loans
shall be made by such Borrower to the Administrative Agent for the account of
the Bank that makes such Competitive Advance Loan to the Payment Office and
by the Payment Time specified for Committed Rate Loans in the applicable
Currency.

     (b) Each Bank shall maintain in accordance with its usual practice an
account or accounts evidencing indebtedness of each Borrower to such Bank
resulting from each Competitive Advance Loan of such Bank from time to time,
including the amounts of principal and interest payable and paid to such Bank
from time to time in respect of Competitive Advance Loans.  The entries made
in the accounts of each Bank maintained pursuant to this subsection 3.3(b)
shall, to the extent permitted by applicable law, be prima facie evidence of
the existence and amounts of the obligations of each Borrower therein
recorded, absent manifest error; provided, however, that the failure of any
Bank to maintain any such account, or any error therein, shall not in any
manner affect the obligation of each Borrower to repay (with applicable
interest) the Competitive Advance Loans made to such Borrower by such Bank in
accordance with the terms of this Agreement.

3.4 Prepayments3.4  Prepayments tc  \l 2 "3.4  Prepayments" .  Unless
otherwise agreed by the Bank making a Competitive Advance Loan, upon giving a
Notice of Prepayment at the address and time specified for Committed Rate
Loans in the applicable Currency such Competitive Advance Loan may be
optionally prepaid prior to the scheduled maturity date thereof.

SECTION 4.  THE SWING LINE LOANSSECTION 4.  THE SWING LINE LOANS tc  \l 1
"SECTION 4.  THE SWING LINE LOANS"

4.1  Swing Line Loans4.1  Swing Line Loans tc  \l 2 "4.1  Swing Line Loans" .
Subject to the terms and conditions hereof, each Borrower may borrow from
such Borrower's Swing Line Bank swing line loans ("Swing Line Loans") from
time to time during the Commitment Period in a Swing Line Currency of such
Borrower; provided, that (i) no Swing Line Loan shall be made if, after
giving effect to the making of such Loan and the simultaneous application of
the proceeds thereof, (A) the aggregate amount of the Exposure of all the
Banks would exceed the aggregate amount of the Commitments, (B) the aggregate
amount of the Foreign Currency Exposure would exceed $100,000,000, or (C) the
aggregate Dollar Equivalent Amount of all outstanding Swing Line Loans of
such Borrower would exceed the Swing Line Limit for such Borrower or the
Dollar Equivalent Amount of all outstanding Swing Line Loans would exceed the
Swing Line Limit, and (ii) no Swing Line Loan shall be made to any Subsidiary
Borrower if, after giving effect to the making of such Loan and the
simultaneous application of the proceeds thereof, the Company Guarantee Ratio
would exceed 25%.  During the Commitment Period, the Borrowers may borrow and
prepay the Swing Line Loans, in whole or in part, all in accordance with the
terms and conditions hereof.

4.2  Procedure for Swing Line Borrowing4.2  Procedure for Swing Line
Borrowing tc  \l 2 "4.2  Procedure for Swing Line Borrowing".

     (a) Any Borrower may borrow Swing Line Loans during the Commitment
Period on any Business Day by giving a Notice of Swing Line Borrowing in
respect of such Swing Line Loan.  Subject to the terms and conditions hereof,
on the Borrowing Date of each Swing Line Loan, the relevant Swing Line Bank
shall make the proceeds thereof available to the relevant Borrower in
immediately available funds in the applicable Currency in the manner from
time to time agreed by such Borrower and such Swing Line Bank.

     (b) Upon request of the Administrative Agent and on the last Business
Day of each month on which a Swing Line Bank has any outstanding Swing Line
Loans, such Bank shall deliver to the Administrative Agent a Notice of Swing
Line Outstandings.  The Administrative Agent will, at the request of any
Swing Line Bank, advise such Swing Line Bank of the Exchange Rate used by the
Administrative Agent in calculating the Dollar Equivalent Amount of Swing
Line Loans of such Swing Line Bank on any date.

4.3  Repayment of Swing Line Loans; Evidence of Debt4.3  Repayment of Swing
Line Loans; Evidence of Debt tc  \l 2 "4.3  Repayment of Swing Line Loans;
Evidence of Debt".

     (a)  Each Borrower hereby unconditionally promises to pay to its Swing
Line Bank on the Termination Date (or such earlier date on which such Swing
Line Loans become due and payable pursuant to subsection 4.4 or on which all
the Loans become due and payable pursuant to Section 10), the then unpaid
principal amount of all Swing Line Loans made to such Borrower.  Each
Borrower hereby further agrees to pay interest on the unpaid principal amount
of all Swing Line Loans made to such Borrower from time to time outstanding
from the date thereof until payment in full thereof at the Swing Line Rate
for the Currency of such Swing Line Loan, payable on the last Business Day of
each calendar month on which such Swing Line Loans are outstanding.  All
payments in respect of Swing Line Loans shall be made by such Borrower to its
Swing Line Bank at the address set forth in Schedule III for such Swing Line
Bank and Swing Line Loans in such Currency.

     (b) Each Swing Line Bank shall maintain in accordance with its usual
practice an account or accounts evidencing indebtedness of each Borrower to
such Swing Line Bank resulting from each Swing Line Loan of such Bank from
time to time, including the amounts of principal and interest payable and
paid to such Swing Line Bank from time to time under this Agreement.  The
entries made in the accounts of each Swing Line Bank maintained pursuant to
this subsection 4.3(b) shall, to the extent permitted by applicable law, be
prima facie evidence of the existence and amounts of the obligations of each
Borrower therein recorded; provided, however, that the failure of any Swing
Line Bank to maintain any such account, or any error therein, shall not in
any manner affect the obligation of each Borrower to repay (with applicable
interest) the Swing Line Loans made to such Borrower by such Swing Line Bank
in accordance with the terms of this Agreement.

4.4  Allocating Swing Line Loans; Swing Line Loan Participations.4
Allocating Swing Line Loans; Swing Line Loan Participations tc  \l 24 ".4
Allocating Swing Line Loans; Swing Line Loan Participations".

     (a)  If any Event of Default shall occur and be continuing, any Swing
Line Bank may, in its sole and absolute discretion, direct that the Swing
Line Loans owing to it be refunded, by delivering a Notice of Swing Line
Refunding.  Upon receipt of a Notice of Swing Line Refunding the
Administrative Agent shall promptly give notice of the contents thereof to
the Banks and, unless an Event of Default described in Section 10(h) in
respect of the Company or the relevant Borrower has occurred, to the Company
and the relevant Borrower.  Each such Notice of Swing Line Refunding shall be
deemed to constitute delivery by such Borrower of a Notice of Borrowing of
Committed Rate Eurocurrency Loans in the amount and Currency of the Swing
Line Loans to which it relates, for an Interest Period of one month's
duration.  Subject to the terms and conditions hereof, each Bank (including
each Swing Line Bank in its capacity as a Bank having a Commitment) hereby
agrees to make a Committed Rate Loan to such Borrower pursuant to Section 2
in an amount equal to such Bank's Borrowing Percentage of the aggregate
amount of the Swing Line Loans to which such Notice of Swing Line Refunding
relates.  Unless any of the events described in Section 10(h) in respect of
the Company or such Borrower shall have occurred (in which case the
procedures of subsection 4.4(b) shall apply), each Bank shall make the amount
of such Committed Rate Loan available to the Administrative Agent at the
Funding Office, and at or prior to the Funding Time, for the Currency of such
Loan in funds immediately available to the Administrative Agent.  The
proceeds of such Committed Rate Loans shall be immediately made available to
such Swing Line Bank by the Administrative Agent and applied by such Swing
Line Bank to repay the Swing Line Loans to which such Notice of Swing Line
Refunding related.

     (b)  If prior to the time a Committed Rate Loan would have otherwise
been made pursuant to subsection 4.4(a), one of the events described in
Section 10(h) shall have occurred in respect of the Company or the relevant
Borrower, each Bank (other than the relevant Swing Line Bank) shall, on the
date such Committed Rate Loan would have been made pursuant to the Notice of
Swing Line Refunding referred to in subsection 4.4(a) (the "Refunding Date"),
purchase an undivided participating interest in the outstanding Swing Line
Loans to which such Notice of Swing Line Refunding related, in an amount
equal to (i) such Bank's Commitment Percentage times (ii) the aggregate
principal amount of such Swing Line Loans then outstanding which were to have
been repaid with Committed Rate Loans (the "Swing Line Participation
Amount").  On the Refunding Date, (x) each Bank shall transfer to such Swing
Line Bank, in immediately available funds, such Bank's Swing Line
Participation Amount, and upon receipt thereof such Swing Line Bank shall, if
requested by any Bank, deliver to such Bank a participation certificate dated
the date of such Swing Line Bank's receipt of such funds and evidencing such
Bank's ownership of its Swing Line Participation Amount and (y) the interest
rate on the applicable Swing Line Loan will automatically be converted to the
applicable Eurocurrency Rate with an Interest Period of one month plus the
Applicable Margin. If any amount required to be paid by any Bank to any Swing
Line Bank pursuant to this subsection 4.4 in respect of any Swing Line
Participation Amount is not paid to such Swing Line Bank on the date such
payment is due from such Bank, such Bank shall pay to such Swing Line Bank on
demand an amount equal to the product of (i) such amount, times (ii) (A) in
the case of any such payment obligation denominated in Dollars, the daily
average Federal funds rate, as quoted by such Swing Line Bank, or (B) in the
case of any such payment obligation denominated in an Available Foreign
Currency, the rate customary in such Currency for settlement of similar
inter-bank obligations, as quoted by such Swing Line Bank, in each case
during the period from and including the date such payment is required to the
date on which such payment is immediately available to the Swing Line Bank,
times (iii) a fraction the numerator of which is the number of days that
elapse during such period and the denominator of which is 360.  A certificate
of a Swing Line Bank submitted to any Bank with respect to any amounts owing
under this subsection shall be conclusive in the absence of manifest error.

     (c) Whenever, at any time after any Swing Line Bank has received from
any Bank such Bank's Swing Line Participation Amount, such Swing Line Bank
receives any payment on account of the related Swing Line Loans, such Swing
Line Bank will distribute to such Bank its Commitment Percentage of such
payment on account of its Swing Line Participation Amount (appropriately
adjusted, in the case of interest payments, to reflect the period of time
during which such Bank's participating interest was outstanding and funded);
provided, however, that in the event that such payment received by such Swing
Line Bank is required to be returned, such Bank will return to such Swing
Line Bank any portion thereof previously distributed to it by such Swing Line
Bank.

     (d)  Each Bank's obligation to make Committed Rate Loans pursuant to
subsection 4.4(a) and to purchase participating interests pursuant to
subsection 4.4(b) shall be absolute and unconditional and shall not be
affected by any circumstance, including, without limitation, (i) any set-off,
counterclaim, recoupment, defense or other right which such Bank may have
against any other Bank or any Borrower, or any Borrower may have against any
Bank or any other Person, as the case may be, for any reason whatsoever; (ii)
the occurrence or continuance of a Default or an Event of Default; (iii) any
adverse change in the condition (financial or otherwise) of the Company or
any of its Subsidiaries; (iv) any breach of this Agreement by any party
hereto; or (v) any other circumstance, happening or event whatsoever, whether
or not similar to any of the foregoing.

SECTION 5.  CERTAIN PROVISIONS APPLICABLE TO THE LOANSSECTION 5. CERTAIN
PROVISIONS APPLICABLE TO THE LOANS tc  \l 1 "SECTION 5.  CERTAIN PROVISIONS
APPLICABLE TO THE LOANS"

5.1  Facility Fee; Utilization Fee; Other Fees; Other Payments5.1  Facility
Fee; Utilization Fee; Other Fees; Other Payments tc  \l 2 "5.1  Facility Fee;
Utilization Fee; Other
Fees; Other Payments".

     (a) The Company shall pay to the Administrative Agent for the account of
each Bank a facility fee for the period from and including the Closing Date
to, but excluding, the Termination Date, computed at the Facility Fee Rate in
effect from time to time on the average daily amount of the Commitment (used
and unused) of such Bank during the period for which payment is made, payable
quarterly in arrears on the last day of each March, June, September and
December and on the Termination Date or such earlier date on which the
Commitments shall terminate as provided herein, commencing on the first of
such dates to occur
after the date hereof.

     (b) The Company shall pay to the Administrative Agent for the account of
each Bank a utilization fee of 0.125% per annum on such Bank's Commitment
Percentage of the aggregate outstanding principal amount of Committed Rate
Loans and Swing Line Loans ("Aggregate Committed Outstandings") for each day
on which the Aggregate Committed Outstandings are equal to or exceed 33-1/3%
of the aggregate Commitments, payable quarterly in arrears on the last day of
each March, June, September and December and on the Termination Date or such
earlier date on which the Commitments shall terminate as provided herein,
commencing on the first of such dates to occur after the date hereof.

     (c)  The Company agrees to pay to the Administrative Agent, for its own
account and for the account of the Arranger, the fees in the amounts and on
the dates agreed to by such parties in writing prior to the date of this
Agreement.

5.2  Computation of Interest and Fees5.2  Computation of Interest and Fees tc
\l 2 "5.2  Computation of Interest and Fees".

     (a) Facility and utilization fees and, whenever it is calculated on the
basis of the Prime Rate, interest shall be calculated on the basis of a 365-
(or 366-, as the case may be) day year for the actual days elapsed; and,
otherwise, interest shall be calculated on the basis of a 360-day year for
the actual days elapsed.  The Administrative Agent shall as soon as
practicable notify the relevant Borrower and the Banks of each determination
of a Eurocurrency Rate.  Any change in the ABR due to a change in the Prime
Rate, the Base CD Rate or the Federal Funds Effective Rate shall be effective
as of the opening of business on the effective day of such change in the
Prime Rate, the Base CD Rate or the Federal Funds Effective Rate,
respectively.  The Administrative Agent shall as soon as practicable notify
the relevant Borrower and the Banks of the effective date and the amount of
each such change in interest rate.

     (b) Each determination of an interest rate by the Administrative Agent
pursuant to any provision of this Agreement shall be conclusive and binding
on the Borrowers and the Banks in the absence of manifest error.

5.3  Pro Rata Treatment and Payments5.3  Pro Rata Treatment and Payments tc
\l 2 "5.3  Pro Rata Treatment and Payments".

     (a)  Each payment by the Company on account of any facility fee or
utilization fee hereunder and any reduction of the Commitments of the Banks
shall be made pro rata according to the respective Commitment Percentages of
the Banks.  Each disbursement of Committed Rate Loans shall be made by the
Banks pro rata according to the respective Commitment Percentages of the
Banks.  Each payment (including each prepayment) by any Borrower on account
of principal of and interest on any Loans shall be made pro rata according to
the respective principal amounts of the Loans of such Borrower then due and
owing to the Banks.  All payments (including prepayments) to be made by any
Borrower hereunder, whether on account of principal, interest, fees or
otherwise, shall be made without set off or counterclaim.  All payments in
respect of  Loans in any Currency shall be made in such Currency and in
immediately available funds at the Payment Office, and at or prior to the
Payment Time, for such Type of Loans and such Currency, on the due date
thereof.  The Administrative Agent shall distribute to the Banks any payments
received by the Administrative Agent promptly upon receipt in like funds as
received.  If any payment hereunder becomes due and payable on a day other
than a Business Day, such payment shall be extended to the next succeeding
Business Day, and, with respect to payments of principal, interest thereon
shall be payable at the then applicable rate during such extension.

     (b) Unless the Administrative Agent shall have been notified in writing
by any Bank prior to a Borrowing Date in respect of Committed Rate Loans that
such Bank will not make the amount that would constitute its Commitment
Percentage of such borrowing available to the Administrative Agent, the
Administrative Agent may assume that such Bank is making such amount
available to the Administrative Agent, and the Administrative Agent may, in
reliance upon such assumption, make available to the relevant Borrower a
corresponding amount.  If such amount is not made available to the
Administrative Agent by the required time on the Borrowing Date therefor,
such Bank shall pay to the Administrative Agent, on demand, such amount with
interest thereon at a rate equal to (A) in the case of any such Committed
Rate Loans denominated in Dollars, the daily average Federal funds rate, as
quoted by the Administrative Agent, or (B) in the case of any Committed Rate
Loans denominated in an Available Foreign Currency, the rate customary in
such Currency for settlement of similar inter-bank obligations, as quoted by
the Administrative Agent, in each case for the period until such Bank makes
such amount immediately available to the Administrative Agent.  A certificate
of the Administrative Agent submitted to any Bank with respect to any amounts
owing under this subsection shall be conclusive in the absence of manifest
error.  If such Bank's Commitment Percentage of such borrowing is not made
available to the Administrative Agent by such Bank within three Business Days
of such Borrowing Date, the Administrative Agent shall also be entitled to
recover such amount with interest thereon at the rate per annum applicable to
Swing Line Loans in such Currency hereunder, on demand, from the relevant
Borrower.

5.4  Illegality5.4  Illegality tc  \l 2 "5.4  Illegality" .  Notwithstanding
any other provision herein, if the adoption of or any change in any
Requirement of Law or in the interpretation thereof by any Governmental
Authority charged with the administration or interpretation thereof shall
make it unlawful for any Bank to make or maintain Eurocurrency Loans to one
or more Borrowers contemplated by this Agreement, the commitment of such Bank
hereunder to make Eurocurrency Loans, continue Eurocurrency Loans as such and
convert Loans to Eurocurrency Loans to such Borrowers shall forthwith be
canceled to the extent necessary to remedy or prevent such illegality.
Nothing in this subsection 5.4 shall affect the obligation of the Banks to
make and maintain ABR Loans to the Company and, to the extent not unlawful,
to Subsidiary Borrowers, notwithstanding that a Requirement of Law may make
it unlawful to make and maintain Eurocurrency Loans to such Borrowers.

5.5  Requirements of Law5.5  Requirements of Law tc  \l 2 "5.5  Requirements
of Law".

     (a) If the adoption of or any change in any Requirement of Law (other
than the Certificate of Incorporation and By-Laws or other organizational or
governing documents of the Banks) or in the interpretation or application
thereof or compliance by any Bank with any request or directive (whether or
not having the force of law) from any central bank or other Governmental
Authority made subsequent to the date hereof:

         (i) shall subject any Bank or any corporation controlling such Bank
or from which such Bank obtains funding or credit to any tax of any kind
whatsoever with respect to this Agreement, or any Eurocurrency Loan made by
it, or change the basis of taxation of payments to such Bank or such
corporation in respect thereof (except for Non-Excluded Taxes covered by
subsection 5.6 (including taxes excluded under the first sentence of
subsection 5.6(a)) and changes in the rate of tax on the overall net income
of such Bank or such corporation);

        (ii)  shall impose, modify or hold applicable any reserve, special
deposit, compulsory loan or similar requirement against assets held by,
deposits or other liabilities in or for the account of, advances, loans or
other extensions of credit by, or any other acquisition of funds by, any
office of such Bank or any corporation controlling such Bank or from which
such Bank obtains funding or credit which is not otherwise included in the
determination of the Eurocurrency Rate hereunder; or

       (iii) shall impose on such Bank or any corporation controlling such
Bank or from which such Bank obtains funding or credit any other condition;
and the result of any of the foregoing is to increase the cost to such Bank
or such corporation, by an amount which such Bank or such corporation deems
to be material, of making, converting into, continuing or maintaining
Eurocurrency Loans or to reduce any amount receivable hereunder in respect
thereof, then, in any such case, the Company shall promptly pay such Bank,
within five Business Days after its demand, any additional amounts necessary
to compensate such Bank for such increased cost or reduced amount receivable,
together with interest on each such amount from the date due until payment in
full at a rate per annum equal to the ABR plus 2%.  If any Bank becomes
entitled to claim any additional amounts pursuant to this subsection, it
shall promptly notify the Company, through the Administrative Agent, of the
event by reason of which it has become so entitled.  A certificate as to any
additional amounts payable pursuant to this subsection submitted by such
Bank, through the Administrative Agent, to the Company shall be conclusive in
the absence of manifest error.  This covenant shall survive the termination
of this Agreement and the payment of Loans and all other amounts payable
hereunder.

     (b)  If any Bank shall have determined that the adoption of or any
change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Bank or any
corporation controlling such Bank or from which such Bank obtains funding or
credit with any request or directive regarding capital adequacy (whether or
not having the force of law) from any Governmental Authority made subsequent
to the date hereof does or shall have the effect of reducing the rate of
return on such Bank's or such corporation's capital as a consequence of its
obligations hereunder to a level below that which such Bank or such
corporation could have achieved but for such change or compliance (taking
into consideration such Bank's or such corporation's policies with respect to
capital adequacy) by an amount deemed by such Bank to be material, then from
time to time, after submission by such Bank to the Company (with a copy to
the Administrative Agent) of a written request therefor (which written
request shall be conclusive in the absence of manifest error), the Company
shall pay to such Bank such additional amount or amounts as will compensate
such Bank for such reduction.

     (c)  In addition to, and without duplication of, amounts which may
become payable from time to time pursuant to paragraphs (a) and (b) of this
subsection 5.5, each Borrower agrees to pay to each Bank which requests
compensation under this paragraph (c) by notice to such Borrower, on the last
day of each Interest Period with respect to any Committed Rate Eurocurrency
Loan made by such Bank to such Borrower, at any time when such Bank shall be
required to maintain reserves against "Eurocurrency liabilities" under
Regulation D of the Board (or, at any time when such Bank may be required by
the Board or by any other Governmental Authority, whether within the United
States or in another relevant jurisdiction, to maintain reserves against any
other category of liabilities which includes deposits by reference to which
the Eurocurrency Rate is determined as provided in this Agreement or against
any category of extensions of credit or other assets of such Bank which
includes any such Committed Rate Eurocurrency Loans), an additional amount
(determined by such Bank's calculation or, if an accurate calculation is
impracticable, reasonable estimate using such reasonable means of allocation
as such Bank shall determine) equal to the actual costs, if any, incurred by
such Bank during such Interest Period as a result of the applicability of the
foregoing reserves to such Committed Rate Eurocurrency Loans.

     (d)  A certificate of each Bank or Swing Line Bank setting forth such
amount or amounts as shall be necessary to compensate such Bank or Swing Line
Bank as specified in paragraph (a), (b) or (c) above, as the case may be, and
setting forth in reasonable detail an explanation of the basis of requesting
such compensation in accordance with paragraph (a) or (b) above, including
calculations in detail comparable to the detail set forth in certificates
delivered to such Bank in similar circumstances under comparable provisions
of other comparable credit agreements, shall be delivered to the relevant
Borrower and shall be conclusive absent manifest error.  The relevant
Borrower shall pay each Bank or Swing Line Bank the amount shown as due on
any such certificate delivered to it within 10 days after its receipt of the
same.

     (e)  The agreements in this subsection shall survive the termination of
this Agreement and the payment of the Loans and all other amounts payable
hereunder.

5.6  Taxes5.6  Taxes tc  \l 2 "5.6  Taxes" . (a)  All payments made by any
Borrower under this Agreement shall be made free and clear of, and without
deduction or withholding for or on account of, any present or future income,
stamp or other taxes, levies, imposts, duties, charges, fees, deductions or
withholdings, now or hereafter imposed, levied, collected, withheld or
assessed by any Governmental Authority, excluding, in the case of the
Administrative Agent and each Bank, (i) net income taxes, capital taxes,
doing business taxes and franchise taxes imposed on the Administrative Agent
or such Bank (including, without limitation, each Bank in its capacity as a
Swing Line Bank), as the case may be, as a result of a present or former
connection between the jurisdiction of the government or taxing authority
imposing such tax and the Administrative Agent or such Bank (excluding a
connection arising solely from the Administrative Agent or such Bank having
executed, delivered or performed its obligations or received a payment under,
or enforced, this Agreement) or any political subdivision or taxing authority
thereof or therein, (ii) taxes required to be withheld because of a failure
to deliver any certificate described in this subsection 5.6 for any reason
and (iii) any and all withholding taxes payable with respect to payments
under this Agreement made by the Company or by any Subsidiary Borrower that
was organized under the laws of the United States, the United Kingdom or
Germany other than any such withholding taxes imposed as a result of any
change in or amendment to the laws of such jurisdiction affecting taxation
(including any regulation or ruling proposed or promulgated by a taxing
authority thereof and any treaty provisions) or any change in the official
application, enforcement or interpretation of such laws, regulations, rulings
or treaties or any other action taken by a taxing authority or a court of
competent jurisdiction, which change, amendment, application, enforcement,
interpretation or action becomes effective after the date hereof (all such
non-excluded taxes, levies, imposts, duties, charges, fees, deductions and
withholdings being hereinafter called "Non-Excluded Taxes").  If any Non-
Excluded Taxes are required to be withheld from any amounts payable to the
Administrative Agent or any Bank hereunder, the amounts so payable to the
Administrative Agent or such Bank shall be increased to the extent necessary
to yield to the Administrative Agent or such Bank (after payment of all Non-
Excluded Taxes) interest or any such other amounts payable hereunder at the
rates or in the amounts specified in this Agreement.  Whenever any Non-
Excluded Taxes are payable by any Borrower, as promptly as possible
thereafter such Borrower shall send to the Administrative Agent for its own
account or for the account of such Bank, as the case may be, a certified copy
of an original official receipt received by such Borrower showing payment
thereof.  If such Borrower fails to pay any Non-Excluded Taxes when due to
the appropriate taxing authority or fails to remit to the Administrative
Agent the required receipts or other required documentary evidence, such
Borrower shall indemnify the Administrative Agent and such Bank for any
incremental taxes, interest or penalties that may become payable by the
Administrative Agent or such Bank as a result of any such failure.  The
agreements in this subsection 5.6(a) shall survive the termination of this
Agreement and the payment of the Loans and all other amounts payable
hereunder.

     (b) (i)  Each Bank (including each Assignee) that is not incorporated
under the laws of the United States of America or a state thereof agrees that
it will deliver to the Company and the Administrative Agent concurrently with
the delivery of this Agreement (or, in the case of any Assignee, concurrently
with the delivery of an Assignment and Acceptance) two duly completed copies
of (x) United States Internal Revenue Service Form W-8BEN or W-8ECI or
successor applicable form, as the case may be, and (y) an Internal Revenue
Service Form W-8BEN or W-9 or successor applicable form, as the case may be.
Each such Bank also agrees to deliver to the Company and the Administrative
Agent two further copies of the said Form W-8BEN or W-8ECI and Form W-8BEN or
W-9, or successor applicable forms or other manner of certification, as the
case may be, on or before the date that any such form expires or becomes
obsolete or after the occurrence of any event (including, without limitation,
a change in such Bank's lending office) requiring a change in the most recent
form previously delivered by it to the Company and the Administrative Agent,
and such extensions or renewals thereof as may reasonably be requested by the
Company or the Administrative Agent, unless in any such case an event
(including, without limitation, any change in treaty, law or regulation) has
occurred prior to the date on which any such delivery would otherwise be
required which renders all such forms inapplicable or which would prevent
such Bank from duly completing and delivering any such form with respect to
it and such Bank so advises the Company and the Administrative Agent.  Such
Bank shall certify (x) in the case of a Form W-8BEN or W-8ECI, that it is
entitled to receive payments under this Agreement without deduction or
withholding of any United States federal income taxes and (y) in the case of
a Form W-8BEN or W-9, that it is entitled to an exemption from United States
backup withholding tax.

         (ii)  Upon the written request of any Borrower, each Bank promptly
will provide to such Borrower and to the Administrative Agent, or file with
the relevant taxing authority (with a copy to the Administrative Agent) such
form, certification or similar documentation (each duly completed, accurate
and signed) as is required by the relevant jurisdiction in order to obtain an
exemption from, or reduced rate of Non-Excluded Taxes to which such Bank or
the Administrative Agent is entitled pursuant to an applicable tax treaty or
the law of the relevant jurisdiction; provided, however, such Bank will not
be required to (x) disclose information which in its reasonable judgment it
deems confidential or proprietary or (y) incur a cost if such cost would, in
its reasonable judgment, be substantial in comparison to the cost of the
Borrower under this subsection 5.6 of such Bank's failure to provide such
form, certification or similar documentation.  Such Bank shall certify in the
case of any such form, certification or similar documentation so provided (to
the extent it may accurately and properly do so) that it is entitled to
receive payments under this Agreement without deduction or withholding, or at
a reduced rate of deduction or withholding of Non-Excluded Taxes.

        (iii)  A Bank shall be required to furnish a form under this
paragraph (b) only if it is entitled to claim an exemption from or a reduced
rate of withholding under applicable law.  A Bank that is not entitled to
claim an exemption from or a reduced rate of withholding under applicable
law, promptly upon written request of the applicable Borrower, shall inform
the applicable Borrower in writing.

     (c)  If any Bank is, in its sole opinion, able to apply for any tax
credit, tax deduction or other reduction in tax (a "Tax Benefit") by reason
of any increased amount paid by the Company under this subsection 5.6, such
Bank will use reasonable efforts to obtain such Tax Benefit and, upon receipt
thereof will pay to the Company such amount, not exceeding the increased
amount paid by the Company, as it considers, in its sole opinion, to be equal
to the net after-tax value to such Bank of the Tax Benefit or such part
thereof allocable to such withholding or deduction, having regard to all of
such Bank's dealings giving rise to similar credits and to the cost of
obtaining the same, less any and all expenses incurred by such Bank in
obtaining such Tax Benefit (including any and all professional fees incurred
therewith); provided, however, that (i) no Bank shall be obligated by this
subsection 5.6 to disclose to the Company any information regarding its tax
affairs or computations, (ii) nothing in this subsection 5.6 shall interfere
with the right of each Bank to arrange its tax affairs as it deems
appropriate and (iii) nothing in this subsection 5.6 shall impose an
obligation on a Bank to obtain any Tax Benefit if, in such Bank's sole
opinion, to do so would (x) impose undue hardships, burdens or expenditures
on such Bank or (y) increase such Bank's exposure to taxation by the
jurisdiction in question.

5.7  Company's Options upon Claims for Increased Costs and Taxes.7  Company's
Options upon Claims for Increased Costs and Taxes tc  \l 25 ".7  Company's
Options upon Claims for Increased Costs and Taxes" .  In the event that any
Affected Bank shall decline to make Eurocurrency Loans pursuant to subsection
5.4 or shall have notified the Company that it is entitled to claim
compensation pursuant to subsection 5.5 or 5.6, the Company may exercise any
one or both of the following options:

     (a) The Company may request one or more of the Banks which are not
Affected Banks to take over all (but not part) of any Affected Banks's then
outstanding Loans and to assume all (but not part) of any Affected Bank's
Commitments, if any.  If one or more Banks shall so agree in writing
(collectively, the "Assenting Banks"; individually, an "Assenting Bank") with
respect to an Affected Bank, (i) the Commitments, if any, of each Assenting
Bank and the obligations of such Assenting Bank under this Agreement shall be
increased by its respective Allocable Share of the Commitments, if any, and
of the obligations of such Affected Bank under this Agreement and (ii) each
Assenting Bank shall make Loans to the Company, according to such Assenting
Bank's respective Allocable Share, in an aggregate principal amount equal to
the outstanding principal amount of the Loans and of such Affected Bank, on a
date mutually acceptable to the Assenting Banks, such Affected Bank and the
Company.  The proceeds of such Loans, together with funds of the Company,
shall be used to prepay the Loans, together with all interest accrued thereon
and all other amounts owing to such Affected Bank hereunder (including any
amounts payable pursuant to subsection 5.8 in connection with such
prepayment), and, upon such assumption by the Assenting Bank and prepayment
by the Company, such Affected Bank shall cease to be a "Bank" for purposes of
this Agreement and shall no longer have any obligations or rights hereunder
(other than any obligations or rights which according to this Agreement shall
survive the termination of this Agreement).

     (b) The Company may designate a Replacement Bank to assume the
Commitments, if any, and the obligations of any such Affected Bank hereunder,
and to purchase the outstanding Loans of such Affected Bank and such Affected
Bank's rights hereunder and with respect thereto, without recourse upon, or
warranty by, or expense to, such Affected Bank (unless such Affected Bank
agrees otherwise), for a purchase price equal to the outstanding principal
amount of the Loans of such Affected Bank plus (i) all interest accrued and
unpaid thereon and all other amounts owing to such Affected Bank hereunder
and (ii) any amount which would be payable to such Affected Bank pursuant to
subsection 5.8, and upon such assumption and purchase by the Replacement
Bank, such Replacement Bank, if it is not already a Bank, shall be deemed to
be a "Bank" for purposes of this Agreement and such Affected Bank shall cease
to be a "Bank" for purposes of this Agreement and shall no longer have any
obligations or rights hereunder (other than any obligations or rights which
according to this Agreement shall survive the termination of this Agreement).


5.8  Indemnity5.8  Indemnity tc  \l 2 "5.8  Indemnity".  Each Borrower agrees
to indemnify each Bank and to hold each Bank harmless from any loss or
expense (but excluding any lost profits) which such Bank may sustain or incur
as a consequence of (a) default by such Borrower in payment when due of the
principal amount of or interest on any Eurocurrency Loan, (b) default by such
Borrower in making a borrowing of, conversion into or continuation of
Eurocurrency Loans after such Borrower has given a notice requesting the same
in accordance with the provisions of this Agreement, (c) default by such
Borrower in making any prepayment of Eurocurrency Loans after such Borrower
has given a notice thereof in accordance with the provisions of this
Agreement, (d) the making of a prepayment or conversion of Eurocurrency Loans
on a day which is not the last day of an Interest Period with respect thereto
or (e) the prepayment of any Competitive Advance Loan, including, without
limitation, in each case, any such loss or expense arising from the
reemployment or repayment of funds obtained by such Bank or from fees payable
to terminate the deposits from which such funds were obtained.  This covenant
shall survive the termination of this Agreement and the payment of the Loans
and all other amounts payable hereunder.

5.9  Determinations.9  Determinations tc  \l 25 ".9  Determinations".  In
making the determinations contemplated by subsection 5.5, 5.6 and 5.8, each
Bank may make such estimates, assumptions, allocations and the like that such
Bank in good faith determines to be appropriate.  Upon request of the
Company, each Bank shall furnish to the Company, at any time after demand for
payment of an amount under subsection 5.5(a) or 5.8, a certificate outlining
in reasonable detail the computation of any amounts owing.  Any certificate
furnished by a Bank shall be binding and conclusive in the absence of
manifest error.

5.10  Change of Lending Office.10  Change of Lending Office tc  \l 25 ".10
Change of Lending Office" .  If an event occurs with respect to any Bank that
makes operable the provisions of subsection 5.4 or entitles such Bank to make
a claim under subsection 5.5 or 5.6, such Bank shall, if requested in writing
by the Company, to the extent not inconsistent with such Bank's internal
policies, use reasonable efforts to (a) designate another office or offices
for the making and maintaining of its Loans or (b) obtain a different source
of funds or credit, as the case may be, the designation or obtaining of which
will eliminate such operability or reduce materially the amount such Bank is
so entitled to claim, provided that such designation or obtaining would not,
in the sole discretion of such Bank, result in such Bank incurring any costs
unless the Company has agreed to reimburse such Bank therefor.

5.11  Company Controls on Exposure; Calculation of Exposure; Prepayment if
Exposure exceeds Commitments.11  Company Controls on Exposure; Calculation of
Exposure; Prepayment if Exposure exceeds Commitments tc  \l 25 ".11  Company
Controls on Exposure; Calculation of Exposure; Prepayment if Exposure exceeds
Commitments" .  (a)  The Company will implement and maintain internal
accounting controls to monitor the borrowings and repayments of Loans by the
Borrowers, with the object of preventing any request for any Loan that would
result in (i) the Exposure of the Banks being in excess of the Commitments,
(ii) the Foreign Currency Exposure exceeding $100,000,000 or (iii) the
Company Guarantee Ratio exceeding 25%, and of promptly identifying and
remedying any circumstance where, by reason of changes in exchange rates, (i)
the aggregate amount of the Exposure exceeds the Commitments, (ii) the amount
of the Foreign Currency Exposure exceeds $100,000,000 or (iii) the Company
Guarantee Ratio exceeds 25%.  In the event that at any time the Company
determines that (i) the aggregate amount of the Exposure of the Banks exceeds
the aggregate amount of the Commitments by more than 5%, (ii) the amount of
the Foreign Currency Exposure exceeds $100,000,000 or (iii) the Company
Guarantee Ratio exceeds 25%, the Company will, as soon as practicable but in
any event within five Business Days of making such determination, make or
cause to be made such repayments or prepayments of Loans as shall be
necessary to cause (i) the aggregate amount of the Exposure of the Banks to
no longer exceed the Commitments, (ii) the amount of the Foreign Currency
Exposure not to exceed $100,000,000 and (iii) the Company Guarantee Ratio not
to exceed 25%.


     (b) The Administrative Agent will calculate the aggregate amount of the
Exposure of the Banks from time to time, and in any event not less frequently
than once during each calendar month.  In making such calculations, the
Administrative Agent will rely on the information most recently received by
it from the Swing Line Banks in respect of outstanding Swing Line Loans, and
from Banks in respect of outstanding Competitive Advance Loans.  Upon making
each such calculation, the Administrative Agent will inform the Company and
the Banks of the results thereof.

     (c) In the event that on any date the Administrative Agent calculates
that (i) the aggregate amount of the Exposure of the Banks exceeds the
aggregate amount of the Commitments by more than 5%, (ii) the Foreign
Currency Exposure exceeds $100,000,000 or (iii) the Company Guarantee Ratio
exceeds 25%, the Administrative Agent will give notice to such effect to the
Company.   After receipt of any such notice, the Company will, as soon as
practicable but in any event within five Business Days of receipt of such
notice, make or cause to be made such repayments or prepayments of Loans as
shall be necessary to cause (i) the aggregate amount of the Exposure of the
Banks to no longer exceed the Commitments, (ii) the Foreign Currency Exposure
not to exceed $100,000,000 and (iii) the Company Guarantee Ratio not to
exceed 25%.

     (d) If  at any time the Committed Exposure of any Bank exceeds such
Bank's Commitment, upon demand of such Bank, the Company will within one
Business Day prepay Loans in such amounts that after giving effect to such
prepayment the Committed Exposure of such Bank does not exceed its
Commitment.

     (e) Any prepayment required to be made pursuant to this subsection 5.11
shall be accompanied by payment of amounts payable, if any, pursuant to
subsection 5.8 in respect of the amount so prepaid.

5.12  Extensions of Termination Date for Commitments5.12  Extensions of
Termination Date for Commitments tc  \l 2 "5.12  Extensions of Termination
Date for Commitments".

     (a) The Company may from time to time request that the Banks extend by
364 days the Termination Date then in effect (an "Existing Termination Date")
for the Commitments by delivering a request in writing for such extension to
the Administrative Agent (who shall forward such request to the Banks
promptly and in any event no later than 5 days after receipt thereof) not
more than 45 days, and not less than 30 days, prior to the Existing
Termination Date.  Each Bank shall notify the Company, not less than 20 days
prior to the Existing Termination Date, whether such Bank is willing to grant
such extension.  If the Company does not so receive from any Bank or the
Administrative Agent (on any Bank's behalf) such written acceptance, then the
Company's request shall be deemed denied with respect to such Bank.  In the
event that a Bank elects to extend the Existing Termination Date, then
(regardless of whether any other Bank has elected to so extend) the
Termination Date for such Bank shall be extended until the date which is 364
days following the Existing Termination Date; provided that in the event that
a Default or Event of Default has occurred and is continuing on the 30th day
prior to the Existing Termination Date, such extension shall not be effective
unless the same shall also have been approved by the Administrative Agent.
In the event that the Existing Termination Date is not extended as to a Bank,
then the Commitment of such Bank automatically shall terminate in whole on
the Existing Termination Date without any further notice or other action by
the Company, such Bank or any other Person and the Company may, at its option
(at any time prior to or on such Existing Termination Date), either:

        (i)  designate an alternate bank or financial institution (which may
but need not be an existing Bank) to purchase an assignment of such Bank's
Commitment and Loans (which alternate bank or financial institution shall
purchase such assignment prior to such Existing Termination Date), provided
that no Bank shall be obligated to make any such assignment as a result of a
demand by the Company pursuant to this subsection 5.12(a)(i) unless and until
such Bank shall have received one or more payments from either the Company or
one or more assignees in an aggregate amount at least equal to the aggregate
outstanding principal amount of the Loans owing to such Bank, together with
accrued interest thereon to the date of payment of such principal amount and
all other amounts payable to such Bank under this Agreement as of such date;

       (ii) during such time as no Default or Event of Default has occurred
and is continuing, repay such Bank's Loans and all other amounts payable to
such Bank under this Agreement and terminate such Bank's Commitment (without
regard to any requirement contained herein that payments and Commitment
reductions be made ratably among the Banks); or

      (iii) with the consent of the Required Banks so long as any Default or
Event of Default has occurred and is continuing, repay such Bank's Loans and
all other amounts payable to such Bank under this Agreement and terminate
such Bank's Commitment (without regard to any requirement contained herein
that payments and Commitment reductions be made ratably among the Banks).
Nothing contained herein shall be deemed to obligate any Bank or the
Administrative Agent to agree to any request made by the Company for the
extension of the Termination Date.

     (b) The Company and any Bank that grants an extension of the Termination
Date may agree to extend the maturity of a Competitive Advance Loan made by
such Bank beyond the Existing Maturity Date, provided that such Loan as so
extended may not mature later than 180 days after the date such Loan was
originally made.


SECTION 6.  REPRESENTATIONS AND WARRANTIESSECTION 6. REPRESENTATIONS AND
WARRANTIES tc  \l 1 "SECTION 6.  REPRESENTATIONS AND WARRANTIES"

To induce the Agents, the Administrative Agent and the Banks to enter into
this Agreement and to make the Loans, the Company and each Subsidiary
Borrower (insofar as the representations and warranties by such Subsidiary
Borrower relate to it) hereby represents and warrants to each Agent, the
Administrative Agent and each Bank that:

6.1  Financial Condition6.1  Financial Condition tc  \l 2 "6.1  Financial
Condition" .  The audited consolidated balance sheets of the Company and its
consolidated Subsidiaries as at December 31, 1998 and the related
consolidated statements of income and of cash flows for the fiscal year ended
on such date, reported on by Ernst & Young LLP, copies of which have
heretofore been furnished to each Bank or will be furnished to each Bank that
has not already received such copies, present fairly the consolidated
financial condition of the Company and its consolidated Subsidiaries as at
such date, and the consolidated results of their operations and their
consolidated cash flows for the fiscal year then ended.  The unaudited
consolidating balance sheet of the Company and its consolidated Subsidiaries
by principal operating group as at September 30, 1999, the related unaudited
consolidating statement of operations and retained earnings for the portion
of the fiscal year ended on September 30, 1999, and the press release of the
Company with respect to its earnings for fiscal year ended December 31, 1999
(dated February 23, 2000), certified by a Responsible Officer, copies of
which have heretofore been furnished to each Bank or will be furnished to
each Bank that has not already received such copies, present fairly the
consolidating financial condition of the Company and its consolidated
Subsidiaries by principal operating group as at such date, and the
consolidating results of their operations for the fiscal year then ended.
All such financial statements, including the related schedules and notes
thereto, have been prepared in accordance with GAAP applied consistently
throughout the periods involved (except as approved by such accountants or
Responsible Officer, as the case may be, and as disclosed therein).  Neither
the Company nor any of its consolidated Subsidiaries had, at the date of the
most recent balance sheet referred to above, any material Guarantee
Obligation, contingent liability or liability for taxes, or any long-term
lease or unusual forward or long-term commitment, including, without
limitation, any interest rate or foreign currency swap or exchange
transaction, which is not reflected in the foregoing statements or referred
to in the notes thereto.  During the period from September 30, 1999 to and
including the date hereof there has been no sale, transfer or other
disposition by the Company or any of its consolidated Subsidiaries of any
material part of its business or property and no purchase or other
acquisition of any business or property (including any Capital Stock of any
other Person) material in relation to the consolidated financial condition of
the Company and its consolidated Subsidiaries at September 30, 1999 (except
as otherwise disclosed in writing to the Banks prior to the Closing Date).

6.2  No Change6.2  No Change tc  \l 2 "6.2  No Change" . Since December 31,
1998 there has been no development or event which has had or could reasonably
be expected to have a Material Adverse Effect.

6.3  Corporate Existence; Compliance with Law6.3  Corporate Existence;
Compliance with Law tc  \l 2 "6.3  Corporate Existence; Compliance with Law"
 .  Each of the Company and its Subsidiaries (a) is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
organization, (b) has the corporate or other power and authority, and the
legal right, to own and operate its property, to lease the property it
operates as lessee and to conduct the business in which it is currently
engaged, (c) is duly qualified as a foreign corporation or other entity and
in good standing under the laws of each jurisdiction where its ownership,
lease or operation of property or the conduct of its business requires such
qualification, except where the failure to be duly qualified or in good
standing could not reasonably be expected to have a Material Adverse Effect,
and (d) is in compliance with all Requirements of Law except to the extent
that the failure to comply therewith could not, in the aggregate, reasonably
be expected to have a Material Adverse Effect.

6.4  Corporate Power; Authorization; Enforceable Obligations6.4  Corporate
Power; Authorization; Enforceable Obligations tc  \l 2 "6.4  Corporate Power;
Authorization; Enforceable Obligations" .  Each of the Company and its
Subsidiaries has the corporate or other power and authority, and the legal
right, to make, deliver and perform the Credit Documents to which it is a
party and to borrow hereunder and has taken all necessary corporate action to
authorize the borrowings on the terms and conditions of this Agreement and
the execution, delivery and performance of the Credit Documents to which it
is a party.  No consent or authorization of, filing with, notice to or other
act by or in respect of, any Governmental Authority or any other Person is
required in connection with the borrowings hereunder or with the execution,
delivery, performance, validity or enforceability of the Credit Documents.
This Agreement has been, and each other Credit Document to which the Company
or any of its Subsidiaries is a party will be, duly executed and delivered on
behalf of the Company or such Subsidiary, as the case may be.  This Agreement
constitutes, and each other Credit Document to which it is a party when
executed and delivered will constitute, a legal, valid and binding obligation
of the Company or any of its Subsidiaries party thereto enforceable against
the Company or such Subsidiary, as the case may be, in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general equitable
principles (whether enforcement is sought by proceedings in equity or at
law).

6.5  No Legal Bar6.5  No Legal Bar tc  \l 2 "6.5  No Legal Bar" .  The
execution, delivery and performance of the Credit Documents to which the
Company or any of its Subsidiaries is a party, the borrowings hereunder and
the use of the proceeds thereof will not violate any Requirement of Law or
Contractual Obligation of the Company or of any of its Subsidiaries (except
for violations of Contractual Obligations which, individually or in the
aggregate, could not reasonably be expected to have a Material Adverse
Effect) and will not result in, or require, the creation or imposition of any
Lien on any of its or their respective properties or revenues pursuant to any
such Requirement of Law or Contractual Obligation, except for the Liens
expressly permitted by subsection 9.3.

6.6  No Material Litigation6.6  No Material Litigation tc  \l 2 "6.6  No
Material Litigation" .  No litigation, investigation or proceeding of or
before any arbitrator or Governmental Authority is pending or, to the
knowledge of the Company, threatened by or against the Company or any of its
Subsidiaries or against any of its or their respective properties or revenues
with respect to any of the Credit Documents or any of the transactions
contemplated hereby or thereby.

6.7  No Default6.7  No Default tc  \l 2 "6.7  No Default".  No Default or
Event of Default has occurred and is continuing.

6.8  Ownership of Property; Liens6.8  Ownership of Property; Liens tc  \l 2
"6.8  Ownership of Property; Liens" .  Each of the Company and its
Subsidiaries has good record and marketable title in fee simple to, or a
valid leasehold interest in, all its real property, and good title to, or a
valid leasehold interest in, all its other property, and none of such
property is subject to any Lien except as permitted by subsection 9.3.

6.9  Intellectual Property6.9  Intellectual Property tc  \l 2 "6.9
Intellectual Property".  Each of the Company and its Subsidiaries owns, or is
licensed to use, all domestic and foreign trademarks, tradenames, copyrights,
technology, know-how and processes necessary for the conduct of its business
as currently conducted (the "Intellectual Property").  No claim has been
asserted and is pending or, to the knowledge of the Company, has been
threatened by any Person challenging or questioning the use of any such
Intellectual Property or the validity or effectiveness of any such
Intellectual Property, nor does the Company know of any valid basis for any
such claim.  The use of such Intellectual Property by the Company and its
Subsidiaries does not infringe on the rights of any Person.

6.10  Year 2000 Matters6.10  Year 2000 Matters tc  \l 2 "6.10  Year 2000
Matters".  Any reprogramming required to permit the proper functioning, in
and following the year 2000, of (i) the Company's computer systems and (ii)
equipment containing embedded microchips (including systems and equipment
supplied by others or with which Company's systems interface) and the testing
of all such systems and equipment, as so reprogrammed, was completed by
December 31, 1999.  The cost to the Company of such reprogramming and testing
and of the reasonably foreseeable consequences of year 2000 to the Company
(including, without limitation, reprogramming errors and, to the best
knowledge of the Company, the failure of others' systems or equipment) will
not result in a Default or a Material Adverse Effect.  Except for such of the
reprogramming referred to in the preceding sentence as may be necessary, the
computer and management information systems of the Company and its
Subsidiaries are and, with ordinary course upgrading and maintenance, will
continue for the term of this Agreement to be, sufficient to permit the
Company to conduct its business without Material Adverse Effect.

6.11  Taxes6.11  Taxes tc  \l 2 "6.11  Taxes".  Each of the Company and its
consolidated Subsidiaries has filed or caused to be filed all tax returns
which, to the knowledge of the Company, are required to be filed and has paid
all taxes shown to be due and payable on said returns or on any assessments
made against it or any of its property and all other taxes, fees or other
charges imposed on it or any of its property by any Governmental Authority
(other than any unfiled tax returns for taxes, and unpaid taxes, fees and
other charges, (a) the amount or validity of which are currently being
contested in good faith by appropriate proceedings and with respect to which
reserves in conformity with GAAP have been provided on the books of the
Company or its consolidated Subsidiaries, as the case may be, or (b) which in
each case, individually or in the aggregate, would not cause the Company and
its consolidated Subsidiaries to have a liability in excess of $5,000,000 or
the Dollar Equivalent Amount thereof); no notice of tax Lien has been filed,
and, to the knowledge of the Company, no claim is being asserted by any
taxing authority, with respect to any such tax, fee or other charge except
for claims the amount or validity of which are currently being contested in
good faith by appropriate proceedings and with respect to which reserves in
conformity with GAAP have been provided on the books of the Company or its
consolidated Subsidiaries, as the case may be, and claims for amounts which,
in the aggregate, do not exceed $5,000,000.

6.12  Federal Regulations6.12  Federal Regulations tc  \l 2 "6.12  Federal
Regulations".  No part of the proceeds of any Loans will be used for
"purchasing" or "carrying" any "margin stock" within the respective meanings
of each of the quoted terms under Regulation U of the Board of Governors of
the Federal Reserve System as now and from time to time hereafter in effect
or for any purpose which violates the provisions of the regulations of such
Board of Governors.  If requested by any Bank or the Administrative Agent,
the Company will furnish to the Administrative Agent and each Bank a
statement to the foregoing effect in conformity with the requirements of FR
Form U-1 referred to in said Regulation U.

6.13  ERISA6.13  ERISA tc  \l 2 "6.13  ERISA".  Each Plan which is intended
to be qualified under Section 401(a) (or 403(a) as appropriate) of the Code
and each related trust agreement, annuity contract or other funding
instrument which is intended to be tax-exempt under Section 501(a) of the
Code is so qualified and tax-exempt and has been so qualified and tax-exempt
during the period from its adoption to date.  No event has occurred in
connection with which the Company or any Commonly Controlled Entity or any
Plan, directly or indirectly, could reasonably be expected to be subject to
any material liability under ERISA, the Code or any other law, regulation or
governmental order or under any agreement, instrument, statute, rule of law
or regulation pursuant to or under which the Company or a Subsidiary has
agreed to indemnify or is required to indemnify any person against liability
incurred under, or for a violation or failure to satisfy the requirements of,
any such statute, regulation or order.  No Reportable Event has occurred
during the five-year period prior to the date on which this representation is
made or deemed made with respect to any Plan, and each Plan has complied in
all material respects with the applicable provisions of ERISA and the Code.
The present value of all accrued benefits under each Single Employer Plan
maintained by the Company or any Commonly Controlled Entity or for which the
Company or any Commonly Controlled Entity has or could have any liability
(based on those assumptions used to fund the Plans) did not, as of the last
annual valuation date prior to the date on which this representation is made
or deemed made, exceed the value of the assets of such Plan allocable to such
accrued benefits.  Neither the Company nor any Commonly Controlled Entity has
had a complete or partial withdrawal from any Multiemployer Plan, and neither
the Company nor any Commonly Controlled Entity could reasonably be expected
to become subject to any liability under ERISA if the Company or any such
Commonly Controlled Entity were to withdraw completely from all Multiemployer
Plans as of the valuation date most closely preceding the date on which this
representation is made or deemed made.  No such Multiemployer Plan is in
Reorganization or Insolvent.  The present value (determined using actuarial
and other assumptions which are reasonable in respect of the benefits
provided and the employees participating) of the unfunded liability of the
Company and each Commonly Controlled Entity for benefits under all unfunded
retirement or severance plans, programs, policies or other arrangements
(including, without limitation, post retirement benefits to be provided to
their current and former employees under Plans which are welfare benefit
plans (as defined in Section 3(1) of ERISA)), whether or not funded does not,
in the aggregate, exceed $5,000,000 (excluding those arrangements set forth
on Schedule 6.13).

6.14  Investment Company Act; Other Regulations6.14 Investment Company Act;
Other Regulations tc  \l 2 "6.14  Investment Company Act; Other Regulations".
Neither the Company nor any Subsidiary of the Company is an "investment
company", or a company "controlled" by an "investment company", within the
meaning of the Investment Company Act of 1940, as amended.  Neither the
Company nor any Subsidiary of the Company is subject to regulation under any
Federal or State statute or regulation which limits its ability to incur
Indebtedness.

6.15  Subsidiaries6.15  Subsidiaries tc  \l 2 "6.15  Subsidiaries".  On the
Closing Date, the only Subsidiaries of the Company, and the only material
partnerships or joint ventures in which the Company or any Subsidiary has an
interest, are those set forth on Schedule 6.15.  On the Closing Date, the
Company owns the percentage of the issued and outstanding Capital Stock or
other evidences of the ownership of each Subsidiary, partnership or joint
venture set forth on Schedule 6.15 as set forth on such Schedule.  On the
Closing Date, except as set forth on Schedule 6.15, no such Subsidiary,
partnership or joint venture has issued any securities convertible into
shares of its Capital Stock.  The outstanding stock and securities (or other
evidence of ownership) of such Subsidiaries, partnerships or joint ventures
owned by the Company and its Subsidiaries are owned by the Company and its
Subsidiaries free and clear of all Liens, warrants, options or rights of
others of any kind whatsoever except for Liens permitted by subsection 9.3.

6.16  Accuracy and Completeness of Information6.16  Accuracy and Completeness
of Information tc  \l 2 "6.16  Accuracy and Completeness of Information".  No
document furnished or statement made in writing to the Banks by the Company
in connection with the negotiation, preparation or execution of this
Agreement or any of the other Credit Documents contains any untrue statement
of a material fact, or omits to state any such material fact necessary in
order to make the statements contained therein not misleading, in either case
which has not been corrected, supplemented or remedied by subsequent
documents furnished or statements made in writing to the Banks.  All other
written information, reports and other papers and data with respect to the
Company and its Subsidiaries (other than financial statements), furnished to
the Banks by the Company, or on behalf of the Company, were (a) in the case
of those not prepared for delivery to the Banks, to the Company's knowledge,
at the time the same were so furnished, complete and correct in all material
respects for the purposes for which the same were prepared and (b) in the
case of those prepared for delivery to the Banks, to the Company's knowledge,
complete and correct in all material respects, or have been subsequently
supplemented by other information, reports or other papers or data, to the
extent necessary to give the Banks a true and accurate knowledge of the
subject matter in all material respects, it being understood that financial
projections as to future events are not to be viewed as facts and that actual
results may differ from projected results.

6.17  Purpose of Loans6.17  Purpose of Loans tc  \l 2 "6.17  Purpose of
Loans". The proceeds of the Loans shall be used by the Company for working
capital purposes in the ordinary course of business and for general corporate
purposes of the Company (including, without limitation, as backup for the
Company's commercial paper program) and, to the extent permitted hereunder,
its Subsidiaries.

6.18  Senior Indebtedness6.18  Senior Indebtedness tc  \l 2 "6.18  Senior
Indebtedness".  The principal of and interest on the Loans, the Reimbursement
Obligations and the Company's obligations under the Company Guarantee are and
will continue to be within the definition of "Senior Indebtedness" or any
similar term under the Subordinated Debentures.

6.19  Environmental Matters.19  Environmental Matters tc  \l 26 ".19
Environmental Matters".  Except as set forth on Schedule 6.19 or insofar as
there is no reasonable likelihood of a Material Adverse Effect arising from
any combination of facts or circumstances inconsistent with any of the
following:

     (a) The facilities and properties owned or operated by the Company or
any of its Subsidiaries (the "Properties") do not contain, and to the
knowledge of the Company or its Subsidiaries, have not previously contained,
any Materials of Environmental Concern in amounts or concentrations which (i)
constitute or constituted a violation of, or (ii) could reasonably be
expected to give rise to liability under, any applicable Environmental Law.

     (b)  The Properties and all operations at the Properties are in
compliance with all applicable Environmental Laws, and there is no
contamination at, under or to the knowledge of the Company about the
Properties or violation of any Environmental Law with respect to the
Properties or the business operated by the Company or any of its Subsidiaries
(the "Business") which could materially interfere with the continued
operation of the Properties.

     (c)  Neither the Company nor any of its Subsidiaries has received any
notice of violation, alleged violation, non-compliance, liability or
potential liability regarding environmental matters or compliance with
Environmental Laws with regard to any of the Properties or the Business, nor
does the Company or any of its Subsidiaries have knowledge or reason to
believe that any such notice will be received or is being threatened.

     (d)  To the knowledge of the Company or any of its Subsidiaries,
Materials of Environmental Concern have not been transported or disposed of
from the Properties in violation of, or in a manner or to a location which
could reasonably be expected to give rise to liability under, any
Environmental Law, nor have any Materials of Environmental Concern been
generated, treated, stored or disposed of at, on or under any of the
Properties in violation of, or in a manner that could reasonably be expected
to give rise to liability under, any applicable Environmental Law.

     (e)  No judicial proceeding or governmental or administrative action is
pending or, to the knowledge of the Company or any of its Subsidiaries,
threatened, under any Environmental Law to which the Company or any
Subsidiary is or will be named as a party with respect to the Properties or
the Business, nor are there any consent decrees or other decrees, consent
orders, administrative orders or other orders, or other analogous
administrative or judicial requirements outstanding under any Environmental
Law with respect to the Properties or the Business.

     (f)  There has been no release or threat of release of Materials of
Environmental Concern at or from the Properties, or arising from or related
to the operations of the Company or any Subsidiary in connection with the
Properties or otherwise in connection with the Business, in violation of or
in amounts or in a manner that could reasonably give rise to liability under
any applicable Environmental Laws.

SECTION 7.  CONDITIONS PRECEDENTSECTION 7.  CONDITIONS PRECEDENT tc  \l 1
"SECTION 7.  CONDITIONS PRECEDENT"

7.1  Conditions to Closing Date7.1  Conditions to Closing Date tc  \l 2 "7.1
Conditions to Closing Date".  The occurrence of the Closing Date, and the
agreement of each Bank to make the initial Loan requested to be made by it on
or after the Closing Date, shall be subject to the satisfaction, on or prior
to the Closing Date, of the following conditions precedent:

     (a)  Credit Documents.  The Administrative Agent shall have received (i)
this Agreement, executed and delivered by a duly authorized officer of the
Company, with a counterpart for each Bank, (ii) for the account of each Bank,
the Company Guarantee executed and delivered by a duly authorized officer of
the Company, with a counterpart or conformed copy for each Bank and (iii)
each Initial Subsidiary Guarantee, executed and delivered by a duly
authorized officer of the Guarantor party thereto, with a counterpart or a
conformed copy for each Bank.

     (b)  Corporate Proceedings of each Loan Party.  The Administrative Agent
shall have received, with a counterpart for each Bank, a copy of the
resolutions, in form and substance satisfactory to the Administrative Agent,
of the Board of Directors of each Loan Party (except any Foreign Subsidiary
Borrower) authorizing (i) the execution, delivery and performance of each
Credit Document to which it is a party and (ii) in the case of each Borrower
(except any Foreign Subsidiary Borrower), the borrowings contemplated
hereunder, certified by the Secretary or an Assistant Secretary of such
Borrower as of the Closing Date, which certificate shall be in form and
substance satisfactory to the Administrative Agent and shall state that the
resolutions thereby certified have not been amended, modified, revoked or
rescinded.

     (c)  Fees and Expenses.  The Administrative Agent shall have received
the fees and expenses to be received on or prior to the Closing Date pursuant
to subsection 5.1(c).

     (d)  Legal Opinions.  The Administrative Agent shall have received, with
a counterpart for each Bank, the following executed legal opinions:

          (i) the executed legal opinion of Milbank, Tweed, Hadley & McCloy
LLP, counsel to the Company and the Subsidiary Borrowers, substantially in
the form of Exhibit G-1, with such modifications therein as shall be
reasonably requested or approved by the Administrative Agent; and

         (ii)  the executed legal opinion of Robert E. Klatell, general
counsel of the Company, substantially in the form of Exhibit G-2, with such
modifications therein as shall be reasonably requested or approved by the
Administrative Agent.

Each such legal opinion shall cover such other matters incident to the
transactions contemplated by this Agreement and the other Credit Documents as
the Administrative Agent may reasonably require.

     (e)  No Material Litigation.  No litigation, inquiry, injunction or
restraining order shall be pending, entered or threatened (including any
proposed statute, rule or regulation) which in the reasonable judgment of any
Bank could have a Material Adverse Effect.

     (f)  Amendments of 1995 Credit Agreement.  The Administrative Agent
shall have received copies of any amendments, modifications or waivers to the
1995 Credit Agreement required to permit the transactions contemplated
hereby.

     (g)  Notice of Guarantee Ceiling Amount.  The Administrative Agent shall
have received with a counterpart for each Bank, a Notice of Guarantee Ceiling
Amount, dated the Closing Date, with appropriate insertions, executed by a
Responsible Officer of the Company.

     (h)  Existing Credit Agreement.  Any principal, interest, fees or other
amounts owing or accrued and unpaid under the Existing Credit Agreement to
any Person which is a Bank under (and as defined in) the Existing Credit
Agreement shall have been paid in full to such Person.

     (i)  Additional Matters.  All corporate and other proceedings, and all
documents, instruments and other legal matters in connection with the
transactions contemplated by this Agreement and the other Credit Documents
shall be reasonably satisfactory in form and substance to the Administrative
Agent.

7.2  Conditions to Each Loan7.2  Conditions to Each Loan tc  \l 2 "7.2
Conditions to Each Loan".  The agreement of each Bank to make any Loan
requested to be made by it on any date (excluding any Committed Rate Loan
made pursuant to a Notice of Swing Line Refunding, or pursuant to subsection
2.6(c) if the Dollar Equivalent Amount thereof is not increased) is subject
to the satisfaction of the following conditions precedent:

     (a)  Representations and Warranties.  Each of the representations and
warranties made by the Company and its Subsidiaries in or pursuant to the
Credit Documents (other than, in respect of each Loan made after the Closing
Date, subsection 6.2) shall be true and correct in all material respects on
and as of such date as if made on and as of such date except for
representations and warranties expressly stated to relate to a specific
earlier date, in which case such representations and warranties are true and
correct as of such earlier date.

     (b)  No Default.  No Default or Event of Default shall have occurred and
be continuing on such date after giving effect to the Loans requested to be
made on such date.

     (c)  No Material Adverse Change in Subsidiary Borrowers.  If such Loan
is made to a Subsidiary Borrower, no event which has or could reasonably
expected to have a material adverse effect on the ability of such Subsidiary
Borrower to perform its obligations under this Agreement shall have occurred.

     (d)  Borrowing Certificate.  In the case of the first requested
borrowing subsequent to the Closing Date, the Administrative Agent shall have
received with a counterpart for each Bank, a certificate of the Company,
dated as of such date, substantially in the form of Exhibit E, with
appropriate insertions and attachments, satisfactory in form and substance to
the Administrative Agent, executed by the President, Executive Vice President
or any Vice President and the Secretary or any Assistant Secretary of the
Company.

     (e)  Foreign Subsidiary Opinion.  If such Loan is requested to be made
to a Foreign Subsidiary Borrower incorporated in England or Germany, the
Company shall deliver to the Administrative Agent on or prior to such date
(i) an executed Foreign Subsidiary Opinion of counsel to such Foreign
Subsidiary Borrower and (ii) a copy of the resolutions, in form and substance
satisfactory to the Administrative Agent, of the Board of Directors of such
Foreign Subsidiary Borrower authorizing (1) the execution, delivery and
performance of each Credit Document to which it is a party and (2) the
borrowings contemplated hereunder, certified by the Secretary or an Assistant
Secretary of such Foreign Subsidiary Borrower as of the Closing Date, which
certificate shall be in form and substance satisfactory to the Administrative
Agent and shall state that the resolutions thereby certified have not been
amended, modified, revoked or rescinded.

Each borrowing by any Borrower shall constitute a representation and warranty
by the Company and such Borrower as of the date of such Loan that the
conditions contained in this subsection 7.2 have been satisfied.

SECTION 8.  AFFIRMATIVE COVENANTSSECTION 8.  AFFIRMATIVE COVENANTS tc  \l 1
"SECTION 8.  AFFIRMATIVE COVENANTS"

The Company hereby agrees that, so long as the Commitments remain in effect,
any Loan remains outstanding and unpaid or any other amount is owing to any
Bank any Agent or the Administrative Agent hereunder, the Company shall and
(except in the case of delivery of financial information, reports and
notices) shall cause each of its Subsidiaries to:

8.1  Financial Statements8.1  Financial Statements tc  \l 2 "8.1  Financial
Statements" .  Furnish to each Bank:

     (a)  as soon as available, but in any event within 120 days after the
end of each fiscal year of the Company, a copy of the audited consolidated
balance sheet of the Company and its consolidated Subsidiaries as at the end
of such year and the related consolidated statements of operations and
shareholders equity and of cash flows for such year, setting forth in each
case in comparative form the figures for the previous year, reported on
without a "going concern" or like qualification or exception, or
qualification arising out of the scope of the audit, by Ernst & Young or
other independent certified public accountants of nationally recognized
standing reasonably acceptable to the Required Banks;

     (b)  as soon as available, but in any event within 120 days after the
end of each fiscal year of the Company, the unaudited consolidating balance
sheet of the Company and its consolidated Subsidiaries by principal operating
group as at the end of such year and the related unaudited consolidating
statements of operations of the Company and its consolidated Subsidiaries by
principal operating group for such year, setting forth in each case in
comparative form the figures for the previous year, certified pursuant to
subsection 8.2(b) by a Responsible Officer as fairly presenting the
consolidating financial condition and results of operations of the Company
and its consolidated Subsidiaries by
principal operating group;

     (c)  as soon as available, but in any event within 60 days after the end
of each of the first three quarterly periods of each fiscal year of the
Company, the unaudited consolidated balance sheet of the Company and its
consolidated Subsidiaries as at the end of such quarter and the related
unaudited consolidated statements of operations and shareholders' equity and
of cash flows of the Company and its consolidated Subsidiaries for such
quarter and the portion of the fiscal year through the end of such quarter,
setting forth in each case in comparative form the figures for such quarter
of the previous year, certified by a Responsible Officer as fairly presenting
in all material respects when considered in relation to the consolidated
financial statements of the Company and its consolidated Subsidiaries
(subject to normal year-end audit adjustments); provided that the Company may
in lieu of furnishing such unaudited consolidated balance sheet furnish to
each Bank its Form 10-Q filed with the Securities and Exchange Commission or
any successor or analogous Governmental Authority for the relevant quarterly
period; and

     (d)  as soon as available, but in any event within 60 days after the end
of each of the first three quarterly periods of each fiscal year of the
Company, the unaudited consolidating balance sheet of the Company and its
consolidated Subsidiaries by principal operating group as at the end of such
quarter and the related unaudited consolidating statements of operations of
the Company and its consolidated Subsidiaries by principal operating group
for such quarter and the portion of the fiscal year through the end of such
quarter, in the case of the unaudited consolidating balance sheet setting
forth in comparative form the figures for the previous year (but not the
corresponding figures for such quarter of the previous year) and in the case
of the statements of operations setting forth in comparative form the figures
for such quarter of the previous year, certified by a Responsible Officer as
fairly presenting the consolidating financial condition and results of
operations of the Company and its consolidated Subsidiaries by principal
operating group (subject to normal year-end audit adjustments); the financial
statements to be furnished pursuant to this subsection 8.1 shall fairly
present the consolidated (or consolidating by principal operating group, as
appropriate) financial position and results of operations of the Company and
its consolidated Subsidiaries in accordance with GAAP (subject, in the case
of subsections 8.1(c) and (d), to normal year-end audit adjustments and the
absence of complete footnotes) applied consistently throughout the periods
reflected therein and with prior periods (except as approved by such
accountants or Responsible Officer, as the case may be, and disclosed
therein).

8.2  Certificates; Other Information8.2  Certificates; Other Information tc
\l 2

"8.2  Certificates; Other Information" .  Furnish to each Bank:

     (a)  concurrently with the delivery of the financial statements referred
to in subsection 8.1(a), a certificate of the independent certified public
accountants reporting on such financial statements stating that in making the
examination necessary therefor no knowledge was obtained of any Default or
Event of Default, except as specified in such certificate;

     (b)  concurrently with the delivery of the financial statements referred
to in subsections 8.1(a) and 8.1(b), a certificate of a Responsible Officer
substantially in the form of Exhibit H;

     (c)  concurrently with the delivery of the financial statements referred
to in subsection 8.1(c), a certificate of a Responsible Officer (i) stating
that, to the best of such Responsible Officer's knowledge, the Company has
observed and performed all of its covenants and other agreements contained in
this Agreement and the other Credit Documents to which it is a party to be
observed or performed by it, (ii) that such Responsible Officer has obtained
no knowledge of any Default or Event of Default except as specified therein
and (iii) setting forth calculations supporting compliance with subsections
9.1(a), (b) and (c), 9.2 and 9.5;

     (d)  as soon as delivered, a copy of the letter, addressed to the
Company, of the certified public accountants who prepared the financial
statements referred to in subsection 8.1(a) for such fiscal year and
otherwise referred to as a "management letter";

     (e)  within five days after the same are sent, copies of all financial
statements and reports which the Company sends to its stockholders generally,
and within five days after the same are filed, copies of all financial
statements and reports which the Company or any of its Subsidiaries may make
to, or file with, the Securities and Exchange Commission or any successor or
analogous Governmental Authority;

     (f)  concurrently with the delivery of the financial statements referred
to in subsections 8.1(a) and 8.1(c) and upon any incurrence or prepayment of
any lien, guarantee or indebtedness which decreases the Guarantee Ceiling
Amount by more than 5%, a Notice of Guarantee Ceiling Amount as of the last
day of such fiscal period or as the date of such occurrence; and

     (g)  promptly, such additional documents, instruments, legal opinions or
financial and other information as the Administrative Agent or any Bank may
from time to time reasonably request.

8.3  Payment of Obligations8.3  Payment of Obligations tc  \l 2 "8.3  Payment
of Obligations" .  Pay, discharge or otherwise satisfy at or before maturity
or before they become delinquent, as the case may be, all its obligations of
whatever nature, including, without limitation, all obligations in respect of
taxes, except where the amount or validity thereof is currently being
contested in good faith by appropriate proceedings and reserves in conformity
with GAAP with respect thereto have been provided on the books of the Company
or its Subsidiaries, as the case may be, or where the failure to pay,
discharge or otherwise satisfy could not reasonably be expected to have a
Material Adverse Effect.

8.4  Conduct of Business and Maintenance of Existence8.4  Conduct of Business
and Maintenance of Existence tc  \l 2 "8.4  Conduct of Business and
Maintenance of Existence".  Continue to engage in business of the same
general type as now conducted by it and preserve, renew and keep in full
force and effect its corporate existence and take all reasonable action to
maintain all rights, privileges and franchises necessary or desirable in the
normal conduct of its business except as otherwise permitted pursuant to
subsection 9.4; comply with all Contractual Obligations and Requirements of
Law except to the extent that failure to comply therewith could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.

8.5  Maintenance of Property; Insurance8.5  Maintenance of Property;
Insurance tc  \l 2 "8.5  Maintenance of Property; Insurance".  Keep all
property useful and necessary in its business in good working order and
condition, except where the failure to do so could not reasonably be expected
to have a Material Adverse Effect; maintain with financially sound and
reputable insurance companies insurance on all its property in at least such
amounts and against at least such risks (but including in any event public
liability, product liability and business interruption) as are usually
insured against in the same general area by companies engaged in the same or
a similar business; and furnish to each Bank, upon written request, full
information as to the insurance carried.

8.6  Inspection of Property; Books and Records; Discussions8.6  Inspection of
Property; Books and Records; Discussions tc  \l 2 "8.6  Inspection of
Property; Books and Records; Discussions".  Keep proper books of records and
account in which the entries are, in all material respects, full, true and
correct in conformity with sound business practice and all Requirements of
Law shall be made of all dealings and transactions in relation to its
business and activities; and, upon reasonable notice under the circumstances,
permit representatives of the Administrative Agent to visit and inspect any
of its properties and examine and make abstracts from any of its books and
records at any reasonable time and as often as may reasonably be desired and
to discuss the business, operations, properties and financial and other
condition of the Company and its Subsidiaries with officers and employees of
the Company and its Subsidiaries and with its independent certified public
accountants.

8.7  Notices8.7  Notices tc  \l 2 "8.7  Notices".  Promptly, after the
Company becomes aware thereof, give notice to the Administrative Agent and
each Bank of:

     (a)  the occurrence of any Default or Event of Default;

     (b)  any (i) default or event of default under any Contractual
Obligation of the Company or any of its Subsidiaries or (ii) litigation,
investigation or proceeding which may exist at any time between the Company
or any of its Subsidiaries and any Governmental Authority, which in either
case, if not cured or if adversely determined, as the case may be, could
reasonably be expected to have a Material Adverse Effect or cause a Default
or an Event of Default;

     (c)  any litigation or proceeding affecting the Company or any of its
Subsidiaries (i) in which the amount involved is $5,000,000 or more and not
covered by insurance or (ii) in which injunctive or similar relief is sought
which could reasonably be expected to have a Material Adverse Effect;

     (d)  the following events:  (i) the occurrence or expected occurrence of
any Reportable Event with respect to any Plan, a failure to make any required
contribution to a Plan, the creation of any Lien in favor of the PBGC or a
Plan or any withdrawal from, or the termination, Reorganization or Insolvency
of, any Multiemployer Plan or (ii) the institution of proceedings or the
taking of any other action by the PBGC or the Company or any Commonly
Controlled Entity or any Multiemployer Plan with respect to the withdrawal
from, or the terminating (other than a standard termination under Section
4041(b) of ERISA), Reorganization or Insolvency of, any Plan;

     (e)  any change, development or event involving a prospective change,
which has had or could reasonably be expected to have a Material Adverse
Effect; and

Each notice pursuant to this subsection shall be accompanied by a statement
of a Responsible Officer setting forth details of the occurrence referred to
therein and stating what action the Company proposes to take with respect
thereto.

8.8  Environmental Laws.8  Environmental Laws tc  \l 28 ".8  Environmental
Laws". (a) Comply with, and take all reasonable efforts to ensure compliance
by all tenants and subtenants, if any, in all material respects with, all
applicable Environmental Laws and obtain and comply in all material respects
with and maintain, and undertake all reasonable efforts to ensure that all
tenants and subtenants obtain and comply in all material respects with and
maintain, any and all licenses, approvals, notifications, registrations or
permits required by applicable Environmental Laws.

     (b)  Conduct and complete all investigations, studies, sampling and
testing, and all remedial, removal and other actions required under
Environmental Laws and promptly comply in all material respects with all
lawful orders and directives of all Governmental Authorities regarding
Environmental Laws except to the extent that the same are being contested in
good faith by appropriate proceedings and the pendency of such proceedings
could not reasonably be expected to have a Material Adverse Effect.

8.9  Additional Subsidiary Guarantees.9  Additional Subsidiary Guarantees tc
\l 28 ".9  Additional Subsidiary Guarantees" .  In the event that any
Domestic Subsidiary which is not a Guarantor shall account for more than 5%
of Total Assets at any date, take all actions necessary to cause such
Domestic Subsidiary to execute and deliver a Subsidiary Guarantee, within 60
days of the occurrence of such event.

SECTION 9.  NEGATIVE COVENANTSSECTION 9.  NEGATIVE COVENANTS tc  \l 1
"SECTION 9.  NEGATIVE COVENANTS"

The Company hereby agrees that, so long as the Commitments remain in effect,
any Loan remains outstanding and unpaid or any other amount is owing to any
Bank or the Administrative Agent hereunder:

9.1  Financial Condition Covenants9.1  Financial Condition Covenants tc  \l 2
"9.1  Financial Condition Covenants" .  The Company shall not:

     (a)  Maintenance of Indebtedness.  Permit Consolidated Total Debt at any
time to exceed (a) from the Closing Date through December 31, 2000, an amount
equal to 60% of Consolidated Total Capitalization, and (b) thereafter, an
amount equal to 55% of Consolidated Total Capitalization.

     (b)  Maintenance of Net Worth.  Permit Consolidated Net Worth at any
time to be less than an amount equal to the sum of $750,000,000 plus 40% of
cumulative Consolidated Net Income for the fiscal quarter commencing April 1,
1995 and for each fiscal quarter thereafter (without subtraction for any
fiscal quarter during which Consolidated Net Income is a negative number).

     (c)  Interest Coverage.  Permit for any period of four consecutive
fiscal quarters at any time the ratio of Adjusted Consolidated EBITDA to
Consolidated Cash Interest Expense to be less than 3.0 to 1.0.

9.2  Limitation on Indebtedness of Domestic Subsidiaries9.2  Limitation on
Indebtedness of Domestic Subsidiaries tc  \l 2 "9.2  Limitation on
Indebtedness of Domestic Subsidiaries".  The Company shall not permit any of
its Domestic Subsidiaries to, and the Domestic Subsidiaries shall not,
directly or indirectly, create, incur, assume or suffer to exist any
Indebtedness, except (a) Indebtedness in an aggregate amount not to exceed
10% of Consolidated Net Worth, (b) any Indebtedness of Domestic Subsidiaries
pursuant to any of the Credit Documents and (c) any Indebtedness of the
Domestic Subsidiaries pursuant to the Subsidiary Guarantees under (and as
defined in) the 1995 Credit Agreement.

9.3  Limitation on Liens.3  Limitation on Liens tc  \l 29 ".3  Limitation on
Liens".  The Company shall not, and shall not permit any of its Domestic
Subsidiaries to, directly or indirectly, create, incur, assume or suffer to
exist any Lien upon any of its property, assets or revenues, whether now
owned or hereafter acquired, except for:

     (a)  Liens for taxes not yet due or which are being contested in good
faith by appropriate proceedings, provided that adequate reserves with
respect thereto are maintained on the books of the Company or its Domestic
Subsidiaries, as the case may be, in conformity with GAAP;

     (b)  carriers', warehousemen's, mechanics', materialmen's, repairmen's
or other like Liens arising in the ordinary course of business which are not
overdue for a period of more than 60 days or which are being contested in
good faith by appropriate proceedings;

     (c)  pledges or deposits in connection with workers' compensation,
unemployment insurance and other social security legislation and deposits
securing liability to insurance carriers under insurance or self-insurance
arrangements;

     (d)  deposits to secure the performance of bids, trade contracts (other
than for borrowed money), leases, statutory obligations, surety and appeal
bonds, performance bonds and other obligations of a like nature incurred in
the ordinary course of business;

     (e)  easements, rights-of-way, restrictions and other similar
encumbrances incurred in the ordinary course of business which, in the
aggregate, are not substantial in amount and which do not in any case
materially detract from the value of the property subject thereto or
materially interfere with the ordinary conduct of the business of the Company
or such Domestic Subsidiary; and

     (f)  Liens (not otherwise permitted hereunder) which secure obligations
not exceeding (as to the Company and all Domestic Subsidiaries) a Dollar
Equivalent Amount equal to 5% of Consolidated Net Worth at any time
outstanding.

9.4  Limitation on Fundamental Changes9.4  Limitation on Fundamental Changes
tc  \l 2 "9.4  Limitation on Fundamental Changes".  The Company (a) shall
not, and shall not permit any of its Domestic Subsidiaries to, directly or
indirectly, enter into any merger, consolidation or amalgamation, or
liquidate, wind up or dissolve itself (or suffer any liquidation or
dissolution), or convey, sell, lease, assign, transfer or otherwise dispose
of, all or substantially all of its property, business or assets and (b)
shall not, and shall not permit any of its Subsidiaries, to make any material
change in its present method of conducting business, except:

          (i)  any Subsidiary may be merged or consolidated with or into the
Company (provided that the Company shall be the continuing or surviving
corporation) or with or into any one or more wholly-owned Domestic
Subsidiaries; and

         (ii)  any Subsidiary may sell, lease, transfer or otherwise dispose
of any or all of its assets (upon voluntary liquidation or otherwise) to the
Company or any other wholly owned Domestic Subsidiary.

9.5  Limitation on Modifications of Debt Instruments 9.5  Limitation on
Modifications of Debt Instruments tc  \l 2 "9.5  Limitation on Modifications
of Debt Instruments" .  The Company shall not, and shall not permit any of
its Subsidiaries to, directly or indirectly, amend, modify or change, or
consent or agree to any amendment, modification or change to any of the terms
of any Subordinated Indebtedness or any agreement which sets forth the terms
of any Subordinated Indebtedness, except amendments, modifications or changes
which would not (directly or indirectly) increase the amount of any payment
of principal thereof, increase the interest rate or premium payable thereon,
increase the amount of fees or any other amounts payable with respect
thereto, shorten the scheduled amortization or average weighted life thereof,
shorten the date for payment of interest thereon, shorten the final maturity
thereof or modify the subordination provisions thereof.

SECTION 10.  EVENTS OF DEFAULTSECTION 10.  EVENTS OF DEFAULT tc  \l 1
"SECTION 10.  EVENTS OF DEFAULT"

If any of the following events shall occur and be continuing:

     (a) (i)  Any Borrower shall fail to pay any principal of any Loan owing
by it when due (whether at the stated maturity, by acceleration or otherwise)
in accordance with the terms hereof; or (ii) any Borrower shall fail to pay
any interest on any Loan or any fee or any other amount payable hereunder,
within five days after any such interest or other amount becomes due in
accordance with the terms thereof or hereof; or

     (b)  Any representation or warranty made or deemed made by the Company
or any Subsidiary herein or in any other Credit Document or which is
contained in any certificate, document or financial or other statement
furnished by it at any time under or in connection with this Agreement or any
such other Credit Document shall prove to have been incorrect in any material
respect on or as of the date made or deemed made; or

     (c)  The Company or any Subsidiary shall default in the observance or
performance of any agreement contained in Section 9 and, with respect to
subsections 9.2 and 9.3, such default shall continue unremedied for a period
of 30 days; or

     (d)  The Company or any Subsidiary shall default in the observance or
performance of any other agreement contained in this Agreement or any other
Credit Document (other than as provided in paragraphs (a) through (c) of this
Section), and such default shall continue unremedied for a period of 30 days
after the Company has knowledge thereof; or

     (e)  Any of the Credit Documents shall cease, for any reason, to be in
full force and effect, or the Company shall so assert in writing; or

     (f)  The subordination provisions applicable to any Subordinated
Indebtedness, for any reason, cease to be in full force and effect, or any
Person shall so assert to the Company in writing and the Company shall not
promptly contest such assertion; or

     (g)  The Company or any of its consolidated Subsidiaries shall (i)
default in any payment of principal of or interest of any Indebtedness (other
than the Loans) or in the payment of any Guarantee Obligation, in either case
with an outstanding principal amount in excess of a Dollar Equivalent Amount
equal to $5,000,000 when due beyond the period of grace, if any, provided in
the instrument or agreement under which such Indebtedness or Guarantee
Obligation was created; or (ii) default in the observance or performance of
any other agreement or condition relating to any such Indebtedness or
Guarantee Obligation or contained in any instrument or agreement evidencing,
securing or relating thereto, or any other event shall occur or condition
exist, the effect of which default or other event or condition is to cause,
or to permit the holder or holders of such Indebtedness or beneficiary or
beneficiaries of such Guarantee Obligation (or a trustee or agent on behalf
of such holder or holders or beneficiary or beneficiaries) to cause, with the
giving of notice if required, such Indebtedness to become due prior to its
stated maturity or such Guarantee Obligation to become payable; or

     (h) (i) Any Borrower or any Subsidiary that accounts for more than 5% of
Total Assets at any date shall commence any case, proceeding or other action
(A) under any existing or future law of any jurisdiction, domestic or
foreign, relating to bankruptcy, insolvency, reorganization or relief of
debtors, seeking to have an order for relief entered with respect to it, or
seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment, winding-up, liquidation, dissolution, composition or
other relief with respect to it or its debts, or (B) seeking appointment of a
receiver, trustee, custodian, conservator or other similar official for it or
for all or any substantial part of its assets, or any Borrower or any such
Subsidiary shall make a general assignment for the benefit of its creditors;
or (ii) there shall be commenced against any Borrower or any such Subsidiary
any case, proceeding or other action of a nature referred to in clause (i)
above which (A) results in the entry of an order for relief or any such
adjudication or appointment or (B) remains undismissed, undischarged or
unbonded for a period of 60 days; or (iii) there shall be commenced against
any Borrower or any such Subsidiary any case, proceeding or other action
seeking issuance of a warrant of attachment, execution, distraint or similar
process against all or any substantial part of its assets which results in
the entry of an order for any such relief which shall not have been vacated,
discharged, or stayed or bonded pending appeal within 60 days from the entry
thereof; or

     (i) (i) Any Person shall engage in any "prohibited transaction" (as
defined in Section 406 of ERISA or Section 4975 of the Code) involving any
Plan, (ii) any "accumulated funding deficiency" (as defined in Section 302 of
ERISA), whether or not waived, shall exist with respect to any Plan or any
Lien in favor of the PBGC or a Plan shall arise on the assets of the Company
or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with
respect to, or proceedings shall commence to have a trustee appointed, or a
trustee shall be appointed, to administer or to terminate, any Single
Employer Plan, which Reportable Event or commencement of proceedings or
appointment of a trustee is, in the reasonable opinion of the Required Banks,
likely to result in the termination of such Plan for purposes of Title IV of
ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV
of ERISA, (v) the Company or any Commonly Controlled Entity shall, or in the
reasonable opinion of the Required Banks is likely to, incur any liability in
connection with a withdrawal from, or the Insolvency or Reorganization of, a
Multiemployer Plan or (vi) any other event or condition shall occur or exist
with respect to a Plan; and in each case in clauses (i) through (vi) above,
such event or condition, together with all other such events or conditions,
if any, could reasonably be expected to subject the Company to any tax,
penalty or other liabilities in the aggregate material in relation to the
business, operations, property or financial or other condition of the
Company; or

     (j)  One or more judgments or decrees shall be entered against the
Company or any of its Subsidiaries involving in the aggregate a liability
(not paid or fully covered by insurance) of a Dollar Equivalent Amount equal
to $5,000,000 or more, and all such judgments or decrees shall not have been
vacated, discharged, stayed or bonded pending appeal within 60 days from the
entry thereof; or

     (k)  The Company Guarantee or any Subsidiary Guarantee shall cease, for
any reason, to be in full force and effect or any Guarantor party thereto
shall so assert; or

          (l)  A Change in Control shall occur; then, and in any such event,
(A) if such event is an Event of Default specified in clause (i) or (ii) of
paragraph (h) above with respect to the Company, automatically the
Commitments shall immediately terminate and the Loans hereunder (with accrued
interest thereon) and all other amounts owing under this Agreement shall
become immediately due and payable and (B) if such event is any other Event
of Default, either or both of the following actions may be taken:  (i) with
the consent of the Required Banks, the Administrative Agent may, or upon the
request of the Required Banks, the Administrative Agent shall, by notice to
the Company declare the Commitments to be terminated forthwith, whereupon the
Commitments shall immediately terminate; and (ii) with the consent of the
Required Banks, the Administrative Agent may, or upon the request of the
Required Banks, the Administrative Agent shall, by notice to the Company,
declare the Loans hereunder (with accrued interest thereon) and all other
amounts owing under this Agreement to be due and payable forthwith, whereupon
the same shall immediately become due and payable.

Except as expressly provided above in this Section, presentment, demand,
protest and all other notices of any kind are hereby expressly waived.

SECTION 11.  THE ADMINISTRATIVE AGENT; THE ARRANGER AND OTHER AGENTSSECTION
11.  THE ADMINISTRATIVE AGENT; THE ARRANGER AND OTHER AGENTS tc  \l 1
"SECTION 11.  THE ADMINISTRATIVE AGENT; THE ARRANGER AND OTHER AGENTS"

11.1  Appointment11.1  Appointment tc  \l 2 "11.1  Appointment".  Each Bank
hereby irrevocably designates and appoints Chase as the Administrative Agent
of such Bank under this Agreement and the other Credit Documents, and each
such Bank irrevocably authorizes Chase, as the Administrative Agent for such
Bank, to take such action on its behalf under the provisions of this
Agreement and the other Credit Documents and to exercise such powers and
perform such duties as are expressly delegated to the Administrative Agent by
the terms of this Agreement and the other Credit Documents, together with
such other powers as are reasonably incidental thereto.  Notwithstanding any
provision to the contrary elsewhere in this Agreement, the Administrative
Agent shall not have any duties or responsibilities, except those expressly
set forth herein, or any fiduciary relationship with any Bank, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities
shall be read into this Agreement or any other Credit Document or otherwise
exist against the Administrative Agent.

11.2  Delegation of Duties11.2  Delegation of Duties tc  \l 2 "11.2
Delegation of Duties".  The Administrative Agent may execute any of its
duties under this Agreement and the other Credit Documents by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties.  The Administrative Agent
shall not be responsible for the negligence or misconduct of any agents or
attorneys in-fact selected by it with reasonable care.

11.3  Exculpatory Provisions11.3  Exculpatory Provisions tc  \l 2 "11.3
Exculpatory Provisions" .  Neither the Administrative Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates shall
be (i) liable for any action lawfully taken or omitted to be taken by it or
such Person under or in connection with this Agreement or any other Credit
Document (except for its or such Person's own gross negligence or willful
misconduct) or (ii) responsible in any manner to any of the Banks for any
recitals, statements, representations or warranties made by the Company or
any officer thereof contained in this Agreement or any other Credit 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 Credit Document or for the
value, validity, effectiveness, genuineness, enforceability or sufficiency of
this Agreement or any other Credit Document or for any failure of the Company
to perform its obligations hereunder or thereunder.  The Administrative Agent
shall not be under any obligation to any Bank 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 Credit Document, or to inspect the
properties, books or records of the Company.

11.4  Reliance by Administrative Agent11.4  Reliance by Administrative Agent
tc  \l 2 "11.4  Reliance by Administrative Agent" .  The Administrative Agent
shall be entitled to rely, and shall be fully protected in relying, upon any
writing, resolution, notice, consent, certificate, affidavit, letter,
cablegram, telegram, telecopy, telex or teletype message, statement, order 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, without limitation,
counsel to the Company), 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 this Agreement or
any other Credit Document unless it shall first receive such advice or
concurrence of the Required Banks or all of the Banks, as may be required
hereunder, as it deems appropriate or it shall first be indemnified to its
satisfaction by the Banks 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 from liability
to the Banks in acting, or in refraining from acting, under this Agreement
and the other Credit Documents in accordance with a request of the Required
Banks or all of the Banks, as may be required hereunder, and such request and
any action taken or failure to act pursuant thereto shall be binding upon all
the Banks and their respective successors and assigns.

11.5  Notice of Default11.5  Notice of Default tc  \l 2 "11.5  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 hereunder unless
the Administrative Agent has received notice from a Bank or the Company
referring to this Agreement, describing such Default or Event of Default and
stating that such notice is a "notice of default".  In the event that the
Administrative Agent receives such a notice, the Administrative Agent shall
give notice thereof to the Banks.  The Administrative Agent shall take such
action with respect to such Default or Event of Default as shall be
reasonably directed by the Required Banks or all of the Banks, as may be
required hereunder; provided that unless and until the Administrative Agent
shall have received such directions, 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
in the best interests of the Banks.

11.6  Non-Reliance on Administrative Agent and Other Banks11.6  Non-Reliance
on Administrative Agent and Other Banks tc  \l 2 "11.6  Non-Reliance on
Administrative Agent and Other Banks" .  Each Bank expressly acknowledges
that neither the Administrative Agent nor any of its officers, directors,
employees, agents, attorneys-in-fact or Affiliates has made any
representations or warranties to it and that no act by the Administrative
Agent hereinafter taken, including any review of the affairs of the Company,
shall be deemed to constitute any representation or warranty by the
Administrative Agent to any Bank.  Each Bank represents to the Administrative
Agent that it has, independently and without reliance upon the Administrative
Agent or any other Bank, and based on such documents and information as it
has deemed appropriate, made its own appraisal of and investigation into the
business, operations, property, financial and other condition and
creditworthiness of the Company and made its own decision to make its Loans
hereunder and enter into this Agreement and the other Credit Documents to
which it is or will be a party.  Each Bank also represents that it will,
independently and without reliance upon the Administrative Agent or any other
Bank, 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 Credit Documents, and to make such investigation as it deems necessary
to inform itself as to the business, operations, property, financial and
other condition and creditworthiness of the Company and its Subsidiaries.
Except for notices, reports and other documents expressly required to be
furnished to the Banks by the Administrative Agent hereunder, the
Administrative Agent shall not have any duty or responsibility to provide any
Bank with any credit or other information concerning the business,
operations, property, condition (financial or otherwise), prospects or
creditworthiness of the Company and its Subsidiaries which may come into the
possession of the Administrative Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or Affiliates.

11.7  Indemnification11.7  Indemnification tc  \l 2 "11.7  Indemnification".
The Banks agree to indemnify the Administrative Agent in its capacity as such
(to the extent not reimbursed by the Company and without limiting the
obligation of the Company to do so), ratably according to their respective
Commitment Percentages in effect on the date on which indemnification is
sought under this subsection (or, if indemnification is sought after the date
upon which the Commitments shall have terminated and the Loans shall have
been paid in full, ratably in accordance with their Commitment Percentages
immediately prior to such date), from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind whatsoever which may at any time
(including, without limitation, at any time following the payment of the
Loans) be imposed on, incurred by or asserted against the Administrative
Agent or any in any way relating to or arising out of this Agreement, any of
the other Credit Documents or any documents contemplated by or referred to
herein or therein or the transactions contemplated hereby or thereby or any
action taken or omitted by the Administrative Agent under or in connection
with any of the foregoing; provided that no Bank shall be liable for the
payment of any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements
resulting solely from the Administrative Agent's gross negligence or willful
misconduct.  The agreements in this subsection shall survive the payment of
the Loans and all other amounts payable hereunder.

11.8  Administrative Agent in Its Individual Capacity11.8  Administrative
Agent in Its Individual Capacity tc  \l 2 "11.8  Administrative Agent in Its
Individual Capacity" .  The Administrative Agent and its Affiliates may make
loans to, accept deposits from and generally engage in any kind of business
with the Company and any of its Subsidiaries as though the Administrative
Agent were not the Administrative Agent hereunder and under the other Credit
Documents.  With respect to its Loans made or renewed by it, the
Administrative Agent shall have the same rights and powers under this
Agreement and the other Credit Documents as any Bank and may exercise the
same as though it were not the Administrative Agent, and the terms "Bank" and
"Banks" shall include the Administrative Agent in its individual capacity.

11.9  Successor Administrative Agent11.9  Successor Administrative Agent tc
\l 2 "11.9  Successor Administrative Agent" .  The Administrative Agent may
resign as Administrative Agent upon 10 days' notice to the Banks; provided
that any such resignation shall not be effective until a successor agent has
been appointed and approved in accordance with this subsection 11.9, and such
successor agent has accepted its appointment.  If the Administrative Agent
shall resign as Administrative Agent under this Agreement and the other
Credit Documents, then the Required Banks shall appoint from among the Banks
a successor administrative agent for the Banks, which successor agent shall
be approved by the Company (which approval shall not be unreasonably
withheld), whereupon such successor administrative agent shall succeed to the
rights, powers and duties of the Administrative Agent, and the term
"Administrative Agent" shall mean such successor agent effective upon such
appointment and approval, and the former Administrative Agent's rights,
powers and duties as Administrative Agent shall be terminated, without any
other or further act or deed on the part of such former Administrative Agent
or any of the parties to this Agreement. After any retiring Administrative
Agent's resignation as Administrative Agent, the provisions of this
subsection 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 and the
other Credit Documents.

11.10  The Arranger11.10  The Arranger tc  \l 2 "11.10  The Arranger" , Co-
Agents, Syndication Agent and Documentation Agent.  Each Bank acknowledges
that none of the Arranger, the Co-Agents, the Syndication Agent and the
Documentation Agent, in such respective capacity, shall have any duties or
responsibilities, or shall incur any liabilities, under this Agreement or the
other Credit Documents.

SECTION 12.  MISCELLANEOUSSECTION 12.  MISCELLANEOUS tc  \l 1 "SECTION 12.
MISCELLANEOUS"

12.1  Amendments and Waivers12.1  Amendments and Waivers tc  \l 2 "12.1
Amendments and Waivers" .  (a)  Neither this Agreement nor any other Credit
Document, nor any terms hereof or thereof may be amended, supplemented or
modified except in accordance with the provisions of this subsection.  The
Required Banks may, or, with the written consent of the Required Banks, the
Administrative Agent may, from time to time, (i) enter into with the Loan
Parties party thereto written amendments, supplements or modifications to
this Agreement and the other Credit Documents for the purpose of adding any
provisions to this Agreement or the other Credit Documents or changing in any
manner the rights of the Banks or of the Loan Parties hereunder or thereunder
or (ii) waive, on such terms and conditions as the Required Banks or the
Administrative Agent, as the case may be, may specify in such instrument, any
of the requirements of this Agreement or the other Credit Documents or any
Default or Event of Default and its consequences; provided, however, that no
such waiver and no such amendment, supplement or modification shall (i)
reduce the amount or extend the scheduled date of maturity of any Loan or
reduce the stated rate of any interest or fee payable hereunder or extend the
scheduled date of any payment thereof or increase the aggregate amount or
extend the expiration date of any Bank's Commitment, in each case without the
consent of each Bank directly affected thereby, or (ii) amend, modify or
waive any provision of this subsection or reduce the percentage specified in
the definition of Required Banks, or consent to the assignment or transfer by
the Company of any of its rights and obligations under this Agreement and the
other Credit Documents or amend, modify or waive subsection 5.3(a) or
12.6(a), or release any Subsidiary from its Subsidiary Guarantee or release
the Company from the Company Guarantee, in each case without the written
consent of all the Banks, or (iii) amend, modify or waive any provision of
Section 11 without the written consent of the then Administrative Agent.  Any
such waiver and any such amendment, supplement or modification shall apply
equally to each of the Banks and shall be binding upon the Company, the
Subsidiary Borrowers, the Banks, the Agents, the Administrative Agent and all
future holders of the Loans.  In the case of any waiver, the Company, the
Banks and the Administrative Agent shall be restored to their former position
and rights hereunder and under any other Credit Documents, and any Default or
Event of Default waived shall be deemed to be cured and not continuing; but
no such waiver shall extend to any subsequent or other Default or Event of
Default, or impair any right consequent thereon.

     (b)  In addition to amendments effected pursuant to the foregoing
paragraph (a), Schedules II, III and IV may be amended as follows:

          (i)  Schedule II will be amended to add Subsidiaries of the Company
as additional Subsidiary Borrowers upon (A) execution and delivery by the
Company, any such Subsidiary Borrower and the Administrative Agent, of a
Joinder Agreement providing for any such Subsidiary to become a Subsidiary
Borrower, and (B) delivery to the Administrative Agent of (1) if reasonably
requested by the Administrative Agent, a legal opinion in respect of such
additional Subsidiary Borrower and (2) such other documents with respect
thereto as the Administrative Agent shall reasonably request.

         (ii)  Schedule II will be amended to remove any Subsidiary as a
Subsidiary Borrower upon (A) execution and delivery by the Company of a
Schedule Amendment providing for such amendment and (b) repayment in full of
all outstanding Loans of such Subsidiary Borrower.

        (iii)  Schedule III will be amended to designate other Banks as
additional or replacement Swing Line Banks upon execution and delivery by the
Company, the Administrative Agent and such additional or replacement Swing
Line Bank of a Schedule Amendment providing for such amendment.  In the case
of any replacement of a Swing Line Bank pursuant to a Schedule Amendment, the
existing Swing Line Bank replaced pursuant thereto shall cease to be a Swing
Line Bank upon the effectiveness of such Schedule Amendment and the repayment
of all Swing Line Loans owing to such replaced Swing Line Bank.

         (iv)  Schedule III will be amended to change administrative
information (including the Swing Line Rate definition) with respect to Swing
Line Banks, upon execution and delivery by the Company, the Administrative
Agent and such Swing Line Bank of a Schedule Amendment providing for such
amendment.

          (v)  Schedule IV will be amended to change administrative
information contained therein (other than any interest rate definition,
Funding Time, Payment Time or notice time contained therein), upon execution
and delivery by the Company and the Administrative Agent of a Schedule
Amendment providing for such amendment.

         (vi)  Schedule IV will be amended to conform any Funding Time,
Payment Time or notice time contained therein to then-prevailing market
practices, upon execution and delivery by the Company, the Required Banks and
the Administrative Agent of a Schedule Amendment providing for such
amendment.

         (vii)  Schedule IV will be amended to change any interest rate
definition contained therein, upon execution and delivery by the Company, all
the Banks and the Administrative Agent of a Schedule Amendment providing for
such amendment.

     (c)  The Administrative Agent shall give prompt notice to each Bank of
any amendment effect pursuant to subsection 12.1(b).

     (d)  The Company may designate a Replacement Bank to assume the
Commitments, if any, and the obligations of any Bank (an "Objecting Bank")
that refuses to consent to an amendment, supplement or waiver that both
requires the consent of all the Banks in order to become effective and is
acceptable to one or more other Banks constituting the Required Banks, and to
purchase the outstanding Loans of such Objecting Bank and such Objecting
Bank's rights hereunder and with respect thereto, without recourse upon, or
warranty by, or expense to, such Objecting Bank (unless such Objecting Bank
agrees otherwise), for a purchase price equal to the outstanding principal
amount of the Loans of such Objecting Bank plus (i) all interest accrued and
unpaid thereon and all other amounts owing to such Objecting Bank hereunder
and (ii) any amount which would be payable to such Objecting Bank pursuant to
subsection 5.8 (assuming that all Loans of such Objecting Bank were prepaid
on the date of such assumption), and upon such assumption and purchase by the
Replacement Bank, such Replacement Bank, if it is not already a Bank, shall
be deemed to be a "Bank" for purposes of this Agreement and such Objecting
Bank shall cease to be a "Bank" for purposes of this Agreement and shall no
longer have any obligations or rights hereunder (other than any obligations
or rights which according to this Agreement shall survive the termination of
this Agreement).

12.2  Notices12.2  Notices tc  \l 2 "12.2  Notices".  All notices, requests
and demands to or upon the respective parties hereto to be effective shall be
in writing (including by telecopy), and, unless otherwise expressly provided
herein, shall be deemed to have been duly given or made when delivered by
hand, or five days after being deposited in the mail, postage prepaid, or, in
the case of telecopy notice, when received, addressed as follows in the case
of the Company, the Subsidiary Borrowers and the Administrative Agent, and as
set forth in Schedule I in the case of the other parties hereto, or to such
other address as may be hereafter notified by the respective parties hereto
and any future holders of the Loans:

The Company:
Arrow Electronics, Inc.
25 Hub Drive
Melville, New York  11747
Attention:  Ira M. Birns
Telecopy:  (516) 391-1581
Telephone:  (516) 391-1657


The Administrative
Agent: The Chase Manhattan Bank
270 Park Avenue, 47th Floor
New York, New York  10017
Attention:  Robert T. Sacks
Telecopy:  (212) 270-5120
Telephone:  (212) 270-4118

with a copy to:

Chase Loan and Agency Services Group
1 Chase Manhattan Plaza, 8th Floor
New York, New York  10081
Attention:  Patricia Ciocco
Telecopy:  (212) 552-5662
Telephone:  (212) 552-4599

The Subsidiary Borrowers:
c/o Arrow Electronics, Inc.
25 Hub Drive
Melville, New York  11747
Attention:   Ira M. Birns
Telecopy:  (516) 391-1581
Telephone:  (516) 391-1657

;provided that any Notice of Borrowing, Notice of Continuation, Notice of
Conversion, Notice of Swing Line Outstandings, Notice of Swing Line
Refunding, Notice of Guarantee Ceiling Amount, Notice of Prepayment, or any
notice pursuant to subsections 2.4 or 2.5 shall not be effective until
received.

12.3  No Waiver; Cumulative Remedies12.3  No Waiver; Cumulative Remedies tc
\l 2 "12.3  No Waiver; Cumulative Remedies".  No failure to exercise and no
delay in exercising, on the part of the Administrative Agent or any Bank, any
right, remedy, power or privilege hereunder or under the other Credit
Documents 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
provided are cumulative and not exclusive of any rights, remedies, powers and
privileges provided by law.

12.4  Survival of Representations and Warranties12.4  Survival of
Representations and Warranties tc  \l 2 "12.4  Survival of Representations
and Warranties" .  All representations and warranties made hereunder, in the
other Credit Documents and in any document, certificate or statement
delivered pursuant hereto or in connection herewith shall survive the
execution and delivery of this Agreement and the other Credit Documents and
the making of the Loans hereunder.

12.5  Payment of Expenses and Taxes12.5  Payment of Expenses and Taxes tc  \l
2 "12.5  Payment of Expenses and Taxes".  The Company agrees (a) to pay or
reimburse the Administrative Agent and the Arranger for all its reasonable
out-of-pocket costs and expenses incurred in connection with the development,
preparation and execution of, and any amendment, supplement or modification
to, this Agreement and the other Credit Documents and any other documents
prepared in connection herewith or therewith, and the consummation and
administration of the transactions contemplated hereby and thereby,
including, without limitation, the fees and disbursements of counsel to the
Administrative Agent and the Arranger, (b) to pay or reimburse each Bank and
the Administrative Agent for all its reasonable costs and expenses incurred
in connection with the enforcement or preservation of any rights under this
Agreement, the other Credit Documents and any such other documents upon the
occurrence of an Event of Default, including, without limitation, the fees
and disbursements of counsel to the Administrative Agent and to the several
Banks, and (c) to pay, indemnify, and hold each Bank, each Agent, the
Arranger and the Administrative Agent harmless from, any and all recording
and filing fees and any and all liabilities with respect to, or resulting
from any delay in paying, stamp, excise and other taxes, if any, which may be
payable or determined to be payable in connection with the execution and
delivery of, or consummation or administration of any of the transactions
contemplated by, or any amendment, supplement or modification of, or any
waiver or consent under or in respect of, this Agreement, the other Credit
Documents and any such other documents, and (d) to pay, indemnify, and hold
each Bank, each Agent, the Arranger and the Administrative Agent (and their
respective directors, officers, employees and agents) (collectively, the
"indemnified person") harmless from and against any and all other
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever with
respect to the execution, delivery, enforcement, performance and
administration of this Agreement, the other Credit Documents and any such
other documents, including, without limitation, any of the foregoing relating
to the use of proceeds of the Loans or the violation of, noncompliance with
or liability under, any Environmental Law applicable to the operations of the
Company, any of its Subsidiaries or any of the Properties (it being
understood that costs and expenses incurred in connection with the
enforcement or preservation of rights under this Agreement and the other
Credit Documents shall be paid or reimbursed in accordance with clause (b)
above rather than this clause (d)) (all the foregoing in this clause (d),
collectively, the "indemnified liabilities"), provided, that the Company
shall have no obligation hereunder to any indemnified person with respect to
indemnified liabilities arising from (i) the gross negligence or willful
misconduct of such indemnified person or (ii) legal proceedings commenced
against the Administrative Agent or any Bank by any security holder or
creditor thereof arising out of and based upon rights afforded any such
security holder or creditor solely in its capacity as such.  Any payments
required to be made by the Company under this subsection 12.5 shall be made
within 30 days of the demand therefor. The agreements in this subsection
shall survive repayment of the Loans and all other amounts payable hereunder.

12.6  Successors and Assigns; Participations and Assignments12.6  Successors
and Assigns; Participations and Assignments tc  \l 2 "12.6  Successors and
Assigns;
Participations and Assignments".

     (a)  This Agreement shall be binding upon and inure to the benefit of
the Company, the Subsidiary Borrowers, the Banks, the Administrative Agent,
all future holders of the Loans and their respective successors and assigns,
except that no Borrower may assign or transfer any of its rights or
obligations under this Agreement without the prior written consent of each
Bank.

     (b)  Any Bank may, in the ordinary course of its commercial lending
business and in accordance with applicable law, at any time sell to one or
more banks or other entities ("Participants") participating interests in any
Loan owing to such Bank, any Commitment of such Bank or any other interest of
such Bank hereunder and under the other Credit Documents.  In the event of
any such sale by a Bank of a participating interest to a Participant, such
Bank's obligations under this Agreement to the other parties to this
Agreement shall remain unchanged, such Bank shall remain solely responsible
for the performance thereof, such Bank shall remain the holder of any such
Loan for all purposes under this Agreement and the other Credit Documents,
and the Company, the Subsidiary Borrowers and the Administrative Agent shall
continue to deal solely and directly with such Bank in connection with such
Bank's rights and obligations under this Agreement and the other Credit
Documents.  Each of the Company and the Subsidiary Borrowers agrees that if
amounts outstanding under this Agreement are due or unpaid, or shall have
been declared or shall have become due and payable upon the occurrence of an
Event of Default, each Participant shall be deemed to have the right of
setoff in respect of its participating interest in amounts owing under this
Agreement to the same extent as if the amount of its participating interest
were owing directly to it as a Bank under this Agreement, provided that, in
purchasing such participating interest, such Participant shall be deemed to
have agreed to share with the Banks the proceeds thereof as provided in
subsection 12.7(a) as fully as if it were a Bank hereunder.  Each of the
Company and the Subsidiary Borrowers also agrees that each Participant shall
be entitled to the benefits of subsections 5.5, 5.6 or 5.8 with respect to
its participation in the Commitments and the Loans outstanding from time to
time as if it was a Bank; provided that, in the case of subsection 5.6, such
Participant shall have complied with the requirements of said subsection and
provided, further, that no Participant shall be entitled to receive any
greater amount pursuant to any such subsection than the transferor Bank would
have been entitled to receive in respect of the amount of the participation
transferred by such transferor Bank to such Participant had no such transfer
occurred.  Each participating interest under this Agreement sold by a Bank to
a Participant after the Closing Date shall be under terms providing that such
Participant's rights to consent or withhold consent in respect of actions by
such selling Bank under this Agreement shall be limited to such actions that,
pursuant to subsection 12.1, require the consent of all the Banks.  Each Bank
selling or granting a participation shall indemnify the Borrowers and the
Administrative Agent for any taxes and liabilities that they may sustain as a
result of such Bank's failure to withhold and pay any taxes applicable to
payments by such Bank to its participant in respect of such participation.

     (c)  Any Bank may, in the ordinary course of its commercial lending
business and in accordance with applicable law, at any time and from time to
time assign to any Bank or any affiliate thereof or, with the consent of the
Administrative Agent and the Company (which shall not be unreasonably
withheld and provided that the consent of the Company shall not be required
for such assignment if a Default or Event of Default pursuant to subsection
10(a) or 10(h) has occurred and is continuing at the time of such
assignment), to an additional bank or financial institutions (an "Assignee")
all or any part of its rights and obligations under this Agreement and the
Loans pursuant to an Assignment and Acceptance, executed by such Assignee,
such assigning Bank (and, in the case of an Assignee that is not then a Bank
or an affiliate thereof, by the Administrative Agent and the Company) and
delivered to the Administrative Agent for its acceptance and recording in the
Register.  Upon such execution, delivery, acceptance and recording, from and
after the effective date determined pursuant to such Assignment and
Acceptance, (x) the Assignee thereunder shall be a party hereto and, to the
extent provided in such Assignment and Acceptance, have the rights and
obligations of a Bank hereunder with a Commitment as set forth therein, and
(y) the assigning Bank thereunder shall, to the extent provided in such
Assignment and Acceptance, be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering all or
the remaining portion of an assigning Bank's rights and obligations under
this Agreement, such assigning Bank shall cease to be a party hereto).
Notwithstanding anything herein to the contrary, no Assignee shall be
entitled to receive any greater amount pursuant to subsections 5.5, 5.6 or
5.8 than the transferor Bank would have been entitled to receive in respect
of the amount of the Commitment transferred by such transferor Bank to such
Assignee had no such transfer occurred, unless following the date of such
assignment, a change in any applicable Requirement of Law or any
interpretation thereof shall have occurred which entitles such Assignee to
claim additional amounts pursuant to such subsections.

     (d)  The Administrative Agent shall maintain at its address referred to
in subsection 12.2 a copy of each Assignment and Acceptance delivered to it
and a register (the "Register") for the recordation of the names and
addresses of the Banks and the Commitment of, and principal amount of the
Loans owing hereunder to, each Bank from time to time.  The entries in the
Register shall be conclusive, in the absence of manifest error, and the
Company, the Administrative Agent and the Banks may treat each Person whose
name is recorded in the Register as the owner of the Loan recorded therein
for all purposes of this Agreement.  The Register shall be available for
inspection by the Company or any Bank at any reasonable time and from time to
time upon reasonable prior notice.

     (e)  Upon its receipt of an Assignment and Acceptance executed by an
assigning Bank and an Assignee (and, in the case of an Assignee that is not
then a Bank or an affiliate thereof, by the Administrative Agent) together
with payment to the Administrative Agent of a registration and processing fee
of $3,500, the Administrative Agent shall (i) promptly accept such Assignment
and Acceptance and (ii) on the effective date determined pursuant thereto
record the information contained therein in the Register and give notice of
such acceptance and recordation to the Banks and the Company.

     (f)  The Company authorizes each Bank to disclose to any Participant or
Assignee (each, a "Transferee") and any prospective Transferee any and all
financial information in such Bank's possession concerning the Company and
its Affiliates which has been delivered to such Bank by or on behalf of the
Company pursuant to this Agreement or which has been delivered to such Bank
by or on behalf of the Company in connection with such Bank's credit
evaluation of the Company and its Affiliates prior to becoming a party to
this Agreement so long as each such prospective Transferee shall execute a
confidentiality agreement containing provisions substantially similar to the
provisions contained in the next succeeding sentences of this paragraph (f).
The Administrative Agent and each Bank shall hold nonpublic information
obtained pursuant to the requirements of this Agreement other than
information (i) that is, or generally becomes, available to the public, (ii)
that was or becomes available to the Administrative Agent or any Bank on a
nonconfidential basis or (iii) that becomes available to the Administrative
Agent or any Bank from a Person or other source that is not, to the best
knowledge of the Administrative Agent or such Bank, as the case may be,
otherwise bound by a confidentiality obligation to the Company, in accordance
with its customary procedures for treatment of confidential information and
in accordance with safe and sound banking practices and in any event, may
make disclosure reasonably required by any Governmental Authority or
representative thereof pursuant to subpoena or other legal process or as
otherwise required by law, order or regulation.  Unless specifically
prohibited by applicable law, regulation, rule or court order, the
Administrative Agent and each Bank shall notify the Company of any request by
any Governmental Authority or representative thereof (other than any such
request in connection with an examination of the financial condition of the
Administrative Agent or such Bank by such Governmental Authority) for
disclosure of such information by the Administrative Agent or such Bank so
that any of them may seek an appropriate protective order.  Except as may be
required by an order of a court of competent jurisdiction and to the extent
set forth therein, neither the Administrative Agent nor any Bank shall be
obligated or required to return any materials furnished by the Company.
Nothing in this paragraph (f) shall prohibit the Administrative Agent or any
Bank from disclosing nonpublic information to its examiners, regulators and
professional advisors.

     (g)  Nothing herein shall prohibit any Bank from pledging or assigning
any Loan to any Federal Reserve Bank in accordance with applicable law or
require any Bank to obtain the consent of any Loan Party in order to pledge
or assign any Loan to any Federal Reserve Bank in accordance with applicable
law.

12.7  Adjustments; Set-off12.7  Adjustments; Set-off tc  \l 2 "12.7
Adjustments; Set-off".

     (a)  If any Bank (a "benefitted Bank") shall at any time receive any
payment of all or part of its Loans then due and owing to it, or interest
thereon, or receive any collateral in respect thereof (whether voluntarily or
involuntarily, by set-off, pursuant to events or proceedings of the nature
referred to in Section 10(h), or otherwise), in a greater proportion than any
such payment to or collateral received by any other Bank, if any, in respect
of such other Bank's Loans then due and owing to it, or interest thereon,
such benefitted Bank shall purchase for cash from the other Banks a
participating interest in such portion of each such other Bank's Loans, or
shall provide such other Banks with the benefits of any such collateral, or
the proceeds thereof, as shall be necessary to cause such benefitted Bank to
share the excess payment or benefits of such collateral or proceeds ratably
with each of the Banks; provided, however, that if all or any portion of such
excess payment or benefits is thereafter recovered from such benefitted Bank,
such purchase shall be rescinded, and the purchase price and benefits
returned, to the extent of such recovery, but without interest.  Each of the
Company and the Subsidiary Borrowers agrees that each Bank so purchasing a
portion of another Bank's Loan may exercise all rights of payment (including,
without limitation, rights of set-off) with respect to such portion as fully
as if such Bank were the direct holder of such portion.

     (b)  In addition to any rights and remedies of the Banks provided by
law, each Bank shall have the right, without prior notice to the Company or
any Subsidiary Borrower, any such notice being expressly waived by the
Company and the Subsidiary Borrowers to the extent permitted by applicable
law, upon any amount becoming due and payable by any Borrower hereunder or
under this Agreement or the other Credit Documents (whether at the stated
maturity, by acceleration or otherwise) to set-off and appropriate and apply
against such amount any and all deposits (general or special, time or demand,
provisional or final), in any currency, and any other credits, indebtedness
or claims, in any currency, in each case whether direct or indirect, absolute
or contingent, matured or unmatured, at any time held or owing by such Bank
or any branch or agency thereof to or for the credit or the account of such
Borrower, as the case may be.  Each Bank agrees promptly to notify the
Company and the Administrative Agent after any such set-off and application
made by such Bank, provided that the failure to give such notice shall not
affect the validity of such set-off and application.

12.8  Power of Attorney12.8  Power of Attorney tc  \l 2 "12.8  Power of
Attorney".  Each Subsidiary Borrower hereby grants to the Company an
irrevocable power of attorney to act as its attorney-in-fact with regard to
matters relating to this Agreement, the Applications and each other Credit
Document, including, without limitation, execution and delivery of any
amendments, supplements, waivers or other modifications hereto or thereto,
receipt of any notices hereunder or thereunder and receipt of service of
process in connection herewith or therewith.  Each Subsidiary Borrower hereby
explicitly acknowledges that the Administrative Agent and each Bank has
executed and delivered this Agreement and each other Credit Document to which
it is a party, and has performed its obligations under this Agreement and
each other Credit Document to which it is a party, in reliance upon the
irrevocable grant of such power of attorney pursuant to this subsection 12.8.
The power of attorney granted by each Subsidiary Borrower hereunder is
coupled with an interest.

12.9  Judgment12.9  Judgment tc  \l 2 "12.9  Judgment".  (a)  If for the
purpose of obtaining judgment in any court it is necessary to convert a sum
due hereunder in one currency into another currency, the parties hereto
agree, to the fullest extent that they may effectively do so, that the rate
of exchange used shall be that at which in accordance with normal banking
procedures the Administrative Agent could purchase the first currency with
such other
currency on the Business Day preceding the day on which final judgment is
given.

     (b)  The obligation of any Borrower in respect of any sum due to any
Bank or the Administrative Agent hereunder shall, notwithstanding any
judgment in a currency (the "Judgment Currency") other than that in which
such sum is denominated in accordance with the applicable provisions of this
Agreement or the other Credit Documents (the "Agreement Currency"), be
discharged only to the extent that on the Business Day following receipt by
such Bank or the Administrative Agent (as the case may be) of any sum
adjudged to be so due in the Judgment Currency such Bank or the
Administrative Agent (as the case may be) may in accordance with normal
banking procedures purchase the Agreement Currency with the Judgment
Currency; if the amount of the Agreement Currency so purchased is less than
the sum originally due to such Bank or the Administrative Agent (as the case
may be) in the Agreement Currency, such Borrower agrees, as a separate
obligation and notwithstanding any such judgment, to indemnify such Bank or
the Administrative Agent (as the case may be) against such loss, and if the
amount of the Agreement Currency so purchased exceeds the sum originally due
to any Bank or the Administrative Agent (as the case may be), such Bank or
the Administrative Agent (as the case may be) agrees to remit to such
Borrower such excess.

12.10  Counterparts12.10  Counterparts tc  \l 2 "12.10  Counterparts".  This
Agreement may be executed by one or more of the parties to this Agreement on
any number of separate counterparts (including by telecopy), and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.  A set of the copies of this Agreement signed by all the parties
shall be lodged with the Company and the Administrative Agent.

12.11  Severability12.11  Severability tc  \l 2 "12.11  Severability".  Any
provision of this Agreement which 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 hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.

12.12  Integration12.12  Integration tc  \l 2 "12.12  Integration".  This
Agreement and the other Credit Documents represent the agreement of the
Company, the Subsidiary Borrowers, the Administrative Agent and the Banks
with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the Administrative Agent or
any Bank relative to subject matter hereof not expressly set forth or
referred to herein or in the other Credit Documents.

12.13  GOVERNING LAW.13  GOVERNING LAW tc  \l 212 ".13  GOVERNING LAW".  THIS
AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES UNDER THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.

12.14  Submission To Jurisdiction; Waivers12.14  Submission To Jurisdiction;
Waivers tc  \l 2 "12.14  Submission To Jurisdiction; Waivers".

     (a) Each of the Company and the Subsidiary Borrowers hereby irrevocably
and unconditionally:

         (i)  submits for itself and its property in any legal action or
proceeding relating to this Agreement and the other Credit Documents to which
it is a party, or for recognition and enforcement of any judgement in respect
thereof, to the non-exclusive general jurisdiction of the Courts of the State
of New York, the courts of the United States of America for the Southern
District of New York, and appellate courts from any thereof;

        (ii)  consents that any such action or proceeding may be brought in
such courts and waives any objection that it may now or hereafter have to the
venue of any such action or proceeding in any such court or that such action
or proceeding was brought in an inconvenient court and agrees not to plead or
claim the same;

       (iii)  agrees that service of process in any such action or proceeding
may be effected by mailing a copy thereof by registered or certified mail (or
any substantially similar form of mail), postage prepaid, to the Company at
its address set forth in subsection 12.2 or at such other address of which
the Administrative Agent shall have been notified pursuant thereto;

        (iv)  agrees that nothing herein shall affect the right to effect
service of process in any other manner permitted by law or shall limit the
right to sue in any other jurisdiction; and

         (v)  waives, to the maximum extent not prohibited by law, any right
it may have to claim or recover in any legal action or proceeding referred to
in this subsection any special, exemplary, punitive or consequential damages.

     (b)  Each Subsidiary Borrower hereby irrevocably appoints the Company as
its agent for service of process in any proceeding referred to in subsection
12.14(a) and agrees that service of process in any such proceeding may be
made by mailing or delivering a copy thereof to it care of the Company at its
address for notice set forth in subsection 12.2.

12.15  Acknowledgments12.15  Acknowledgments tc  \l 2 "12.15
Acknowledgments".  Each of the Company and the Subsidiary Borrowers hereby
acknowledges
that:

     (a)  it has been advised by counsel in the negotiation, execution and
delivery of this Agreement and the other Credit Documents;

     (b)  none of the Administrative Agent or any Bank has any fiduciary
relationship with or duty to the Company and the Subsidiary Borrowers arising
out of or in connection with this Agreement or any of the other Credit
Documents, and the relationship between the Administrative Agent and the
Banks, on one hand, and the Company and the Subsidiary Borrowers, on the
other hand, in connection herewith or therewith is solely that of debtor and
creditor; and

     (c)  no joint venture is created hereby or by the other Credit Documents
or otherwise exists by virtue of the transactions contemplated hereby among
the Banks or among the Company and the Subsidiary Borrowers and the Banks.

12.16  WAIVERS OF JURY TRIAL.16  WAIVERS OF JURY TRIAL tc  \l 212 ".16
WAIVERS OF JURY TRIAL".  THE COMPANY, THE SUBSIDIARY BORROWERS, THE
ADMINISTRATIVE AGENT AND THE BANKS HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.


ARROW ELECTRONICS, INC.


By:
Name:  Robert E. Klatell
Title:  Executive Vice President


ARROW ELECTRONICS GmbH


By:
Name:  Robert E. Klatell
Title: Managing Director


ARROW ELECTRONICS (UK) LTD.


By:
Name:  Robert E. Klatell
Title: Vice President


THE CHASE MANHATTAN BANK, as
Administrative Agent and as a Bank


By:
Name:
Title:


BANK OF AMERICA, N.A., as Syndication Agent and as a Bank


By:
Name:
Title:


FLEET BANK, N.A., as Documentation Agent and as a Bank


By:
Name:
Title:


THE BANK OF NOVA SCOTIA, as a Co-Agent and as a Bank


By:
Name:
Title:


BANK ONE, NA, as a Co-Agent and as a Bank


By:
Name:
Title:

BANQUE NATIONALE DE PARIS, NEW YORK BRANCH, as a Co-Agent and as a Bank


By:
Name:
Title:


By:
Name:
Title:

DEN DANSKE BANK AKTIESELSKAB, as a Co-Agent and as a Bank


By:
Name:
Title:


By:
Name:
Title:


HSBC BANK USA, as a Co-Agent and as a Bank


By:
Name:
Title:


MELLON BANK, N.A., as a Co-Agent and as a Bank


By:
Name:
Title:


BANCA COMMERCIALE ITALIANA, NEW YORK BRANCH


By:
Name:
Title:


By:
Name:
Title:

BANCA POPOLARE DI MILANO, NEW YORK BRANCH


By:
Name:
Title:


By:
Name:
Title:


BANK HAPOALIM B.M., NEW YORK BRANCHES


By:
Name:
Title:


By:
Name:
Title:


THE BANK OF NEW YORK


By:
Name:
Title:


BANK OF TOKYO-MITSUBISHI TRUST COMPANY


By:
Name:
Title:

BAYERISCHE LANDESBANK GIROZENTRALE, CAYMAN ISLANDS BRANCH


By:
Name:
Title:


By:
Name:
Title:


CARIPLO-CASSA DI RISPARMIO DELLE PROVINCIE LOMBARDE S.P.A.


By:
Name:
Title:


By:
Name:
Title:


COMMERZBANK AKTIENGESELLSCHAFT, NEW YORK BRANCH


By:
Name:
Title:


By:
Name:
Title:


CREDIT INDUSTRIEL ET COMMERCIAL


By:
Name:
Title:


By:
Name:
Title:


STANDARD CHARTERED BANK


By:
Name:
Title:


By:
Name:
Title:


SUNTRUST BANKS, INC.


By:
Name:
Title:

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>15
<FILENAME>ex2iwyle.txt
<DESCRIPTION>WYLE PURCHASE AGREEMENT
<TEXT>



                              Share Purchase Agreement

                                      among

                              VEBA Electronics GmbH
                            EBV Verwaltungs GmbH i.L.
                        Viterra Grundstucke Verwaltungs GmbH
                              VEBA Electronics LLC
                       VEBA Electronics Beteiligungs GmbH
                          VEBA Electronics (UK) Plc
                      Raab Karcher Electronics Systems Plc


                                       and


                                    E.ON AG


                                       and


                            Arrow Electronics, Inc.

                                  Avnet, Inc.

                             Cherrybright Limited

                             dated August 7, 2000

regarding the sale and purchase of the VEBA electronics distribution group




                               Table of Contents                       Page

Recitals                                                                 8

Article     1     Sale and Purchase                                     14
            1.1   Agreement to Sell and Purchase                        14
            1.2   Transfer                                              16
            1.3   Economic Effective Date; Dividend Rights              17

Article     2     Purchase Price                                        17
            2.1   Certain Definitions                                   17
            2.2   Purchase Price Formula                                21
            2.3   Allocation                                            22
            2.4   Payment on the Closing Date                           22
            2.5   Effect of Payment; Discharge of VEBA Liabilities      24
            2.6   Settlement Payments after the Closing Date            24
            2.7   Sample Calculation                                    25
            2.8   No Set-Off/Retention                                  25

Article     3     Effective Date Financial Statements;
                    Effective Date and Closing Certificates             25
            3.1   Preparation of Effective Date Financial Statements
                    and Effective Date and Closing Certificates         25
            3.2   Accounting Principles                                 26
            3.3   Review of Effective Date Financial Statements
                   and Effective Date and Closing Certificates          27
            3.4   Dispute Resolution                                    27
            3.5   Access and Information                                28

Article     4     Closing                                               28
            4.1   Time and Place of Closing                             28
            4.2   Conditions to Closing                                 28
            4.3   Regulatory Filings                                    32
            4.4   Actions on Closing Date                               35
            4.5   Staggered Closing                                     35

Article     5     Representations and Warranties of Sellers             38
            5.1   Organization of Sellers and the Group                 39
            5.2   Ownership of Shares; Shareholdings                    40
            5.3   Authorization of Sellers, Non-Contravention           40
            5.4   Financial Statements                                  42
            5.5   Assets, Encumbrances                                  43
            5.6   Intellectual Property Rights                          45
            5.7   Permits; Compliance with Laws                         47
            5.8   Environmental Matters                                 47
            5.9   Litigation, Disputes                                  48
            5.10  Employee and Labour Matters                           49
            5.11  Employee Benefits and Pension Obligations             50
            5.12  Material Agreements                                   54
            5.13  Finders' Fees                                         57
            5.14  Intercompany Accounts and Pre-Closing
                   Non-Recurring Charges                                57
            5.15  Key Suppliers                                         57
            5.16  Insurance Coverage                                    58
            5.17  No Undisclosed Material Liabilities                   58
            5.18  Conduct of Business since December 31, 1999           59
            5.19  Certain Anti-trust Undertakings and Orders            61
            5.20  Insolvency and Liquidation Proceedings                61
            5.21  Terms of supply                                       62
            5.22  IT Systems                                            62
            5.23  No Other Representations and Warranties               63

Article     6     Representations and Warranties of Purchasers          63
            6.1   Authorization of Purchasers, Non-Contravention        64
            6.2   Litigation                                            64
            6.3   Financial Capability                                  64
            6.4   Finders' Fees                                         65
            6.5   Purchaser                                             65

Article     7     Covenants; Certain Indemnities                        65
            7.1   Conduct of Business                                   65
            7.2   Preparation of Additional Financial Statements;
                   Access to Information                                69
            7.3   Inter-Group Debt                                      71
            7.4   Resignations                                          72
            7.5   Covenant not to Compete; Covenant not to Solicit      72
            7.6   Confidentiality                                       74
            7.7   Use of Certain Marks and Names                        74
            7.8   Release of VEBA Comfort Letters                       74
            7.9   Termination of Control and Profit Transfer Agreements 75
            7.10  Certain Indemnities                                   75
            7.11  Avnet Indemnity                                       77
            7.12  Wyle/Avnet Litigation                                 78
            7.13  Poing Warehouse                                       79
            7.14  Environmental Indemnity	                              79
            7.15  Further Assurances                                    81
            7.16  Certain Assets Owned by the E.ON Group                82
            7.17  Notices under Insurance Policies                      82
            7.18  Employee Bodies                                       82
            7.19  APRISA                                                83
            7.20  Satisfaction of Memec Financing Conditions            83
            7.21  Memec Acquisitions                                    83
            7.22  Hyperion Licence                                      83
            7.23  VEBA Electronics LLC Employees                        84
            7.24  Forex and Hedging Contracts                           85
            7.25  US 401 (k) Plans                                      86

Article 8   Indemnification                                             88
            8.1   Indemnification by Sellers                            88
            8.2   Indemnification by Purchaser                          90
            8.3   Limitation Periods                                    91
            8.4   Indemnification Procedures                            92
            8.5   No Additional Rights or Remedies                      95

Article 9   Taxes                                                       96
            9.1   Definitions                                           96
            9.2   Tax Representations                                   97
            9.3   Preparation of Tax Returns and Payment of Tax         98
            9.4   Tax Refunds and Recoveries                            99
            9.5   Tax Covenant                                          99
            9.6   Third Party Recovery                                 105
            9.7   Procedures                                           106
            9.8   Certain Tax Matters Relating to Germany              108
            9.9   Limitation Period                                    109
            9.10  Co-operation on Tax Matters                          110
            9.11  UK Tax Matters                                       110
            9.12  Certain Tax Matters relating to the U.S.             111
            9.13  Section 338(h)(10) Election                          112
            9.14  Allocation of Purchase Price                         114

Article 10  Termination                                                114
            10.1  Right to Terminate                                   114
            10.2  Consequences of Termination                          115

Article 11  Miscellaneous                                              116
            11.1  Liability of Sellers and Purchaser                   116
            11.2  Assumption of Liability by E.ON AG                   117
            11.3  Notices                                              117
            11.4  Successors and Assigns                               119
            11.5  Third Party Beneficiaries                            120
            11.6  Public Disclosure                                    120
            11.7  Taxes and Expenses                                   120
            11.8  Entire Agreement; Confidentiality Undertaking        121
            11.9  Amendments and Waivers                               121
            11.10 Governing Law; Competent Courts                      122
            11.11 Interpretation; Exhibits                             122
            11.12 Definitions                                          122
            11.13 Severability                                         126


This Share Purchase Agreement is entered into on this 7th day of August 2000,
by and between (i) VEBA Electronics GmbH, a limited liability company
incorporated under German law, registered in the commercial register of the
local court of Dusseldorf/Germany under no. HRB 33598, (ii) EBV Verwaltungs
GmbH i.L., a limited liability company incorporated under German law,
registered in the commercial register of the local court of
Dusseldorf/Germany under no. HRB 37915 and in the process of (solvent)
liquidation, (iii) VEBA Electronics LLC, a limited liability company
incorporated under the laws of Delaware, USA, (iv) Viterra Grundstucke
Verwaltungs GmbH ("Viterra"), a limited liability company incorporated under
German law, registered in the commercial register of the local court of
Bochum/Germany under no. HRB 6559, (v) VEBA Electronics Beteiligungs GmbH, a
limited liability company incorporated under German law, registered in the
commercial register of the local court of Dusseldorf/Germany under no. HRB
36645, (vi) VEBA Electronics (U.K.) Plc, a public limited company
incorporated under the laws of England and Wales with registered no.
01148485, (vii) Raab Karcher Electronic Systems Plc, a public limited company
incorporated under the laws of England and Wales with registered no. 03087431
(VEBA Electronics GmbH, EBV Verwaltungs GmbH i.L., VEBA Electronics LLC, VEBA
Electronics Beteiligungs GmbH, VEBA Electronics (U.K.) Plc., Raab Karcher
Electronic Systems Plc and Viterra collectively hereinafter referred to as
"Sellers") (viii) Arrow Electronics, Inc., a corporation incorporated under
the laws of the State of New York, ("Arrow") (ix) Avnet, Inc., a corporation
incorporated under the laws of the State of New York ("Avnet") and (x)
Cherrybright Limited, a private limited liability company incorporated under
the laws of England and Wales with registered no. 3985629 ("Memec Purchaser")
(Arrow, Avnet and Memec Purchaser together being referred to hereinafter as
"Purchasers" and each of them being a "Purchaser") and (xi) E.ON AG, a stock
corporation incorporated under German law, registered in the commercial
register of the local court of Dusseldorf/Germany under no. HRB 22315 ("E.ON
AG"). The Sellers, the Purchasers and E.ON AG are hereinafter collectively
referred to as the "Parties".

Recitals

1.  The Sellers hold and immediately prior to Closing (as defined in Section
4.1 below) will hold directly or indirectly all shares of the companies of
the VEBA electronics distribution group, a distributor of electronic systems
(e.g., monitors and servers) and electronic components (e.g.,
semiconductors), save as expressly set out in Exhibit R-2. The VEBA
electronics distribution group consists of the following seven divisions (the
"Divisions"), whose main operating companies are indicated in parentheses:

Electronic systems business:

(1)  RKE Systems (Raab Karcher Elektronik GmbH, Germany) ("RKE Division");

(2)  Wyle Systems (Wyle Systems LLC, USA) ("Wyle Systems Division").

Electronic components business:

(3)  EBV, Germany (EBV-Elektronik GmbH and WBC GmbH, Germany) ("EBV
      Division");

(4)  Memec (Memec (Memory and Electronic Components) Plc, UK ("Memec Plc")
      and Memec LLC, USA) ("Memec Division");

(5)  Wyle Components (Wyle Electronics, USA) ("Wyle Components Division");

(6)  Atlas Europe (Atlas Logistik Services GmbH, Germany) ("Atlas Europe
       Division"); and

(7)  Atlas US (Atlas Services LLC and Atlas Business Services LLC, USA)
      ("Atlas US Division").

     The headquarters of the VEBA electronics distribution group (VEBA
Electronics LLC) are located in Santa Clara, California, USA.

2.  VEBA Electronics GmbH owns and will immediately prior to Closing own

    (a) one fully paid share, free and clear of any encumbrance, in the
nominal amount of DM 100,000 (constituting the entire registered share
capital of DM 100,000) in Raab Karcher Elektronik GmbH, Nettetal/Germany, a
limited liability company incorporated under German law and registered in the
commercial register of the local court of Nettetal under no. HRB 938;

    (b) 999,988 fully paid shares, free and clear of any encumbrance, in the
nominal amount of FF 49,999,400 (constituting 99.9% of the entire registered
share capital of FF 50,036,950) in Memec Sud Europe SA, Rungis, France, a
stock corporation incorporated under French law and registered in the
commercial register (R.C.S.) Crteil under no. B 632 011 227; of the
remaining 751 shares in the aggregate nominal amount of FF 37,050, three
shares are owned by David Ashworth and 748 shares are owned by other
shareholders; such 748 shares will be transferred on or prior to the Closing
Date to VEBA Electronics GmbH and certain persons associated with Memec Sud
Europe SA, as set out in Exhibit R-2; immediately prior to the Closing, VEBA
Electronics GmbH will own 1,000,716 shares and certain directors and
employees of the Memec Division (as set out in Exhibit R-2) will own the
remaining 23 shares; and

    (c) the entire limited partnership interest in the registered nominal
amount of DM 100,000, free and clear of any encumbrance, in Raab Karcher
Grundstucke GmbH & Co. Elektronik Immobilien KG ("Raab Karcher Immobilien"),
Essen/Germany, a limited partnership incorporated under German law and
registered in the commercial register of the local court of Essen under no.
HRA 6295.

        Viterra is the sole managing and general partner (without any capital
contribution) of Raab Karcher Immobilien.

3.  EBV Verwaltungs GmbH i.L. owns and will immediately prior to Closing own
seven fully paid shares, free and clear of any encumbrance, in the nominal
amount of DM 17,300, DM 14,000, DM 5,200, DM 5,200, DM 5,200, DM 2,800 and DM
2,300 (constituting all of the issued shares in the aggregate nominal amount
of DM 52,000) in EBV-Elektronik GmbH, Kirchheim/Germany, a limited liability
company incorporated under German law and registered in the commercial
register of the local court of Munich/Germany under no. HRB 42104. The entire
registered capital of EBV-Elektronik GmbH amounts to DM 500,000. A share in
the nominal amount of DM 448,000 was redeemed (eingezogen) and cancelled in
1994.

4.  VEBA Electronics LLC owns and will immediately prior to Closing own:

    (a)  the entire membership interest, free and clear of any encumbrance,
in Memec LLC, a limited liability company incorporated under the laws of
Delaware, USA, with its business seat in San Diego, California, USA;

    (b)  100 fully paid shares and constituting all of the issued shares,
free and clear of any encumbrance, in EBV Electronics Holdings, Inc., a
corporation established under the laws of Delaware, USA;

    (c)  the entire membership interest, free and clear of any encumbrance,
in ATLAS Business Services LLC, a limited liability company incorporated
under the laws of Delaware, USA; and

    (d)  the entire membership interest, free and clear of any encumbrance,
in ATLAS Services LLC, a limited liability company incorporated under the
laws of Delaware, USA.

5.  VEBA Electronics Beteiligungs GmbH owns and will immediately prior to
Closing own:

    (a)  four fully paid shares, free and clear of any encumbrance, in the
nominal amount of DM 100,000, DM 50,000, DM 50,000 and DM 50,000
(constituting all of the issued shares in the aggregate nominal amount of DM
250,000) in Memec GmbH, Nettetal/Germany, a limited liability company
incorporated under German law and registered in the commercial register of
the local court of Nette-
tal under no. HRB 1004;

    (b)  6,400 fully paid shares, free and clear of any encumbrance, in Memec
Belgium NV, a limited liability company incorporated under Belgian law and
registered in the commercial register of Mechelen under no. 86.900; the
remaining 100 shares of the entire registered share capital being held by
Memec GmbH;

    (c)  99 fully paid shares and constituting all (but one) of the issued
shares, free and clear of any encumbrance, in Memec AG, a stock corporation
incorporated under Swiss law and registered in the commercial register of
Langenthal-Oberaargau under no. CH-053.3.003.052-6; the remaining share is
owned by Peter Hess;

    (d)  226,891 fully paid shares and constituting all of the issued shares,
free and clear of any encumbrance, in Memec Nederland BV, a limited liability
company incorporated in the Netherlands and registered in the commercial
register of Oost-Brabrant under no. 17085007;

    (e)  4,000 fully paid shares and constituting all of the issued shares,
free and clear of any encumbrance, in Okura Electronics Co. Limited, a
limited liability company incorporated in Japan and registered under company
no. 020066;

    (f)  18,152 fully paid shares and constituting all of the issued shares,
free and clear of any encumbrance, in Memec Holding BV, a limited liability
company incorporated in the Netherlands and registered in the commercial
register of Oost-Brabrant under no. 17096269;

    (g)  a fully paid share in the nominal amount of DM 100,000 (constituting
all of the issued share capital), free and clear of any encumbrance, in Atlas
Logistik Services GmbH, a limited liability company incorporated under German
law and registered in the commercial register of the local court of Munich
under no. HRB 118579; and

    (h)  a fully paid share in the nominal amount of DM 100,000 (constituting
the entire issued share capital), free and clear of any encumbrance, in
Distron Elektronik GmbH, a limited liability company incorporated under
German law and registered in the commercial register of the local court of
Munich under no. HRB 119649.

6.  VEBA Electronics (UK) Plc owns and will immediately prior to Closing own
all shares (constituting the entire issued share capital of GBP 2,796,045.40,
with the exception of one share in the nominal amount of GBP 0.10 jointly
owned by it and Roy Stevenson), free and clear of any encumbrance, in Memec
(Memory and Electronic Components) Plc, a public limited company incorporated
under the laws of England and Wales and registered under no. 01507861.

7.  Raab Karcher Electronic Systems Plc owns and will immediately prior to
Closing own

    (a)  1,500 fully paid shares (constituting the entire issued share
capital of GBP 1,500), free and clear of any encumbrance, in RK Distribution
Limited, a limited liability company incorporated under the laws of England
and Wales and registered under no. 00409579;

    (b)  3,046 fully paid shares (constituting the entire issued share
capital of GBP 3,046), free and clear of any encumbrance, in Midwich Limited,
a limited liability company incorporated under the laws of England and Wales
and registered under no. 01436289;

    (c)  80,000 fully paid shares (constituting the entire issued share
capital of GBP 80,000), free and clear of any encumbrance, in Transformation
Software Limited, a limited liability company incorporated under the laws of
England and Wales and registered under no. 01745656;

    (d)  123,285 fully paid shares (constituting the entire issued share
capital of GBP 123,285), free and clear of any encumbrance, in Professional
Display Systems Limited, a limited liability company incorporated under the
laws of England and Wales and registered under no. 02493132.

8.  The corporate structure of the VEBA electronics distribution group
including all companies which are part of such group is set forth in the
corporate chart attached as Exhibit R-1 and the list attached as Exhibit R-2.
Except as expressly indicated in Exhibit R-2, all companies which are part of
the Group (as defined in section 9 below) are owned and will immediately
prior to Closing be wholly owned, directly or indirectly, by one of the
companies whose shares are to be sold and purchased pursuant to Article 1.

9.  The companies whose shares are to be sold and acquired pursuant to
Article 1 of this Agreement (including Raab Karcher Immobilien) are
hereinafter collectively referred to as the "Companies". The companies and
other entities of the VEBA electronics distribution group as set forth in
Exhibits R-1 and R-2 other than the Companies and the Sellers and the holding
companies of the Sellers (as outlined in bold in the chart in Exhibit R-1)
are hereinafter collectively referred to as the "Subsidiaries". The Companies
and the Subsidiaries are hereinafter collectively referred to as the "Group
Companies" or the "Group" and each of them being referred to as a "Group
Company". Exhibit R-1 indicates which Companies and Subsidiaries form part of
each of the Divisions.

     E.ON AG and all companies or corporations controlled by E.ON AG at the
relevant time (other than the Companies and Subsidiaries) within the meaning
of Section 18 German Stock Corporation Act are referred to herein as the
"E.ON Group" or the "VEBA Group".

10.  Sellers wish to divest themselves of the Group, and Purchasers (or
subsidiaries of any Purchaser nominated by it prior to Closing) wish to
acquire the Group, with each Purchaser (or its nominated subsidiaries)
acquiring the Divisions set opposite its name below:

     Arrow              Wyle Components Division
                        Wyle Systems Division
                        Atlas US Division

     Avnet              EBV Division
                        RKE Division
                        Atlas Europe Division

     Memec Purchaser    Memec Division

     Now, therefore, subject to and on the terms and conditions set forth
herein, the Parties agree as follows:

                                Article 1

                            Sale and Purchase

1.1  Agreement to Sell and Purchase

Subject to the terms and conditions set forth herein:

     (a) (i) VEBA Electronics GmbH hereby sells to Avnet, and Avnet hereby
purchases from VEBA Electronics GmbH, all the shares in issue in Raab Karcher
Elektronik GmbH as well as the limited partnership interest in Raab Karcher
Immobilien, as set forth in section 2 of the Recitals;

        (ii) VEBA Electronics GmbH hereby sells to Memec Purchaser and Memec
Purchaser hereby purchases from VEBA Electronics GmbH the shares in issue
owned by VEBA Electronics GmbH on the Closing Date (1,000,716 shares) in
Memec Sud Europe S.A., as set forth in section 2 of the Recitals;

       (iii) Viterra hereby sells to Avnet, and Avnet hereby purchases from
Viterra,
the general partner interest in Raab Karcher Immobilien, as set forth in
section 2 of the Recitals;

        (iv) VEBA Electronics LLC hereby sells to Memec Purchaser and Memec
Purchaser hereby purchases from VEBA Electronics LLC the entire membership
interest in Memec LLC, as set forth in section 4 of the Recitals;

         (v) VEBA Electronics LLC hereby sells to Arrow and Arrow hereby
purchases from VEBA Electronics LLC all the shares in issue in EBV Electronic
Holdings, Inc. and the entire membership interests in ATLAS Business Services
LLC and ATLAS Services LLC, each as set forth in section 4 of the Recitals;

        (vi) VEBA Electronics Beteiligungs GmbH hereby sells to Memec
Purchaser and Memec Purchaser hereby purchases from VEBA Electronics
Beteiligungs GmbH all the shares in issue owned by it in Memec GmbH, Memec
Belgium NV, Memec AG, Memec Nederland BV, Okura Electronics Co. Limited and
Memec Holding BV, as set forth in section 5 of the Recitals;

       (vii) VEBA Electronics (UK) Plc hereby sells to Memec Purchaser, and
Memec Purchaser hereby purchases from VEBA Electronics (UK) Plc, the shares
in issue owned by it in Memec (Memory and Electronic Components) Plc and its
interest in the share jointly owned with Roy Stevenson, as set forth in
section 6 of the Recitals;

      (viii) VEBA Electronics Beteiligungs GmbH hereby sells to Avnet, and
Avnet hereby purchases from VEBA Electronics Beteiligungs GmbH, all shares in
issue in Atlas Logistik Services GmbH and in Distron Elektronik GmbH, as set
out in section 5 of the Recitals;

        (ix) EBV Verwaltungs GmbH i.L. hereby sells to Avnet, and Avnet
hereby purchases from EBV Verwaltungs GmbH i.L., all the shares in issue in
EBV-Elektronik GmbH, as set forth in section 3 of the Recitals; and

         (x) Raab Karcher Electronic Systems Plc hereby sells to Avnet, and
Avnet hereby purchases from Raab Karcher Electronic Systems Plc, all the
shares in issue in RK Distribution Limited, Midwich Limited, Transformation
Software Limited and Professional Display Systems Limited, as set forth in
section 7 of the Recitals.

     The shares, membership interests and partnership interests sold pursuant
to this Section 1.1 are hereinafter referred to as the "Sold Shares".

     (b) VEBA Electronics LLC hereby sells to Arrow, and Arrow hereby
purchases from VEBA Electronics LLC, all computer systems, software and
office equipment owned by VEBA Electronics LLC and located in the offices on
the premises of Wyle Electronics in Santa Clara. Arrow shall, with effect as
of the Closing, (i) assume all agreements (including all rights, obligations
and liabilities thereunder) entered into by VEBA Electronics LLC with respect
to any computer systems, software and office equipment, in each case leased
or licenced by VEBA Electronics LLC and located in such offices (except for
any agreements which would have to be disclosed in Exhibit 5.12 if VEBA
Electronics LLC were a Group Company and which are not disclosed in Exhibit
1.1) and (ii) be responsible for the HQ Employees in accordance with Section
7.23 below.

     (c) The Sold Shares (and the assets referred to in Section 1.1 (b) to be
purchased by Arrow) shall be transferred free of any mortgage, charge,
pledge, lien, option, restriction, right of first refusal, right of pre-
emption, third party right or interest or any other encumbrance or security
interest of any kind, or another type of preferential arrangement (including,
without limitation, a title transfer or retention arrangement) having similar
effect.

     (d) Any Purchaser shall be entitled to nominate one or more of its
subsidiaries to acquire title to any of the Sold Shares and/or any of the
assets referred to in Section 1.1 (b) which such Purchaser agrees to purchase
under this Article 1.  Such nomination shall be made in writing to the
Sellers at least five business days prior to the Closing Date. In the case of
Avnet, Avnet has nominated Avnet EMG GmbH in respect of the Sold Shares
described in Sections 1.1 (a) (i), (viii) and (ix) and Avnet Alfapower GmbH
in respect of the Sold Shares described in Section 1.1 (a) (iii), and Avnet
EMG GmbH and Avnet Alfapower GmbH shall have the right to demand that the
relevant Sold Shares shall be transferred to them.

1.2 Transfer

The Sellers shall transfer to the relevant company nominated by the relevant
Purchaser in accordance with Section 1.1 (d) (or to the extent that no such
nomination is made, to the relevant Purchaser) the Sold Shares and the assets
and liabilities referred to in Section 1.1 (b) on the Closing Date (as
defined in Section 4.1 below) in accordance with Section 4.4 (a) below.

1.3 Economic Effective Date; Dividend Rights

The Sold Shares shall be sold and transferred to the relevant company
nominated by the relevant Purchaser in accordance with Section 1.1 (d) (or to
the extent that no such nomination is made, to the relevant Purchaser) with
all rights and obligations pertaining thereto at the date of this Agreement,
including the dividend rights for the fiscal year ended on December 31, 2000,
with retroactive economic effect as of March 31, 2000, 24:00 hours/April 1,
2000, 0:00 hours (the "Effective Date").

                                Article 2

                              Purchase Price

2.1  Certain Definitions

     For the purposes of this Agreement, in particular the purchase price
formula contained in Section 2.2,

     "Effective Date Cash" means the aggregate amount, as at the Effective
Date, of any cash, cash equivalents and balances (including all highly liquid
investments with an original maturity of three months or less from the date
of purchase and money market funds) which (i) are freely remittable without
any exchange or other approvals or significant costs or (ii) if the cash is
not so freely remittable, amount to less than $ 500,000 in aggregate for all
Divisions to be acquired by each Purchaser (provided that if and to the
extent that there is cash which is not so freely remittable and which exceeds
such threshold, the relevant Purchaser shall cause the Group Companies to
assign such cash to Sellers in the country in which the relevant cash is
located, free of any consideration), but excluding, for the avoidance of
doubt, amounts attributable to cash balances of Group Companies on bank
accounts operated within a pooling arrangement with accounts of any member of
the E.ON Group which have been taken into account in the calculation of
Inter-Group Debt. For the avoidance of doubt, cash and cash balances shall be
determined by reference to the cash books of the Group Companies.

     "Effective Date External Debt" means the External Debt as at the
Effective Date.

     "External Debt" means the aggregate of:

     (a) all borrowings of any nature of any member of the Group (other than
borrowings from either (i) other members of the Group or (ii) members of the
E.ON Group (as the case may be)), including loans granted by suppliers, but
excluding, for the avoidance of doubt, (i) deferred payment arrangements with
suppliers and other supplier items, which are in each case included in
accounts payable (as reflected in the Effective Date Financial Statements)
and (ii) accruals for inventory received but not yet invoiced;

     (b) all obligations under finance leases (as defined under German GAAP);

                                   and

     (c) (i) all accrued or unpaid interest and charges due in respect of any
of the above and (ii) any prepayment or repayment penalties, charges or costs
which actually arise and become payable on repayment of any of the above at
Closing or within 45 days after the Closing Date;

     in each case, to the extent that any amounts referred to above are in
amounts other than United States Dollars, such amounts shall be exchanged
into United States Dollars at the exchange rates prevailing on the Closing
Date;

     "Closing Date Inter-Group Debt" means the Inter-Group Debt as at the
Closing Date, payable in United States Dollars, calculated (in respect of any
Inter-Group Debt incurred in currencies other than United States Dollars) at
the exchange rates as at the Effective Date, except for any Inter-Group Debt
incurred after the Effective Date in accordance with Section 7.3, to which
the exchange rates as at the Closing Date shall apply;

     "Effective Date Inter-Group Debt" means the Inter-Group Debt as at the
Effective Date;

     "Estimated Closing Date Inter-Group Debt" means the estimate of the
Closing Date Inter-Group Debt calculated (in respect of any Inter-Group Debt
incurred in currencies other than United States Dollars) at the exchange
rates as at the Effective Date, except for any Inter-Group Debt incurred
after the Effective Date in accordance with Section 7.3, to which the
exchange rates as at the business day two business days before the Closing
Date shall apply;

     "Inter-Group Debt" means the net balance (including any accrued or
unpaid interest thereon in accordance with Section 7.3), as at the relevant
date, of the inter-group liabilities and inter-group receivables under any
(short-term or long-term) borrowings between any of the Group Companies and
any member of the E.ON Group (other than, for the avoidance of doubt, trade
receivables and trade payables arising in the ordinary course of trading);

     "Effective Date Working Capital Target Amount" means an amount equal to
22.5 per cent of the aggregate amount of the net sales of the Group (net
sales as shown in the profit and loss account included in the Effective Date
Financial Statements) for the period from and including January 1, 2000 up to
and including the Effective Date multiplied by four;

     "Effective Date Working Capital" means the balance of the line item
terms net inventory and trade accounts receivables less trade accounts
payables as at the Effective Date (as determined in accordance with Article 3
below) and does not include, for the avoidance of doubt, any other working
capital items (in particular other assets and other liabilities) or accruals
for inventory received but not yet invoiced;

     "Effective Date Taxation Liability" means the tax liabilities in respect
of income, profits and gains (excluding any deferred tax liabilities and
deferred tax assets) for all periods of the Companies and Subsidiaries ending
on or before the Effective Date (as determined by assuming that the Effective
Date is the end of a fiscal or taxable period);

     "Post Effective Date Inter-Group Interest Portion" means the aggregate
of (i) 50 per cent of the interest accruing or paid on any Effective Date
Inter-Group Debt (other than interest referred to in (ii) below) at the rates
set out in Exhibit 7.3 from the Effective Date up to and including the
Closing Date or, if Closing occurs after September 30, 2000, up to and
including September 30, 2000, (ii) to the extent that the interest rates
exceed the relevant interest rates set out in Exhibit 7.3 or there are fees
or charges, 100 per cent of any fees and charges and 100 per cent of any
interest in excess of such rates, in each case accrued or paid on any Inter-
Group Debt since the Effective Date and (iii) 100 per cent of any interest
accrued or paid (such amount to be determined on an after-tax basis, using a
flat tax rate of 32.5%) on any Inter-Group Debt incurred in order to finance
or refinance any Pre-Closing Distributions to any member of the E.ON Group
since the Effective Date. For the avoidance of doubt, the Post Effective Date
Inter-Group Interest Portion shall not include any interest accruing in
respect of the period up to and including the Effective Date.

     "Post Effective Date External Interest Portion" means 50 per cent of any
interest paid or accruing on any External Debt in respect of the period from
the Effective Date up to and including the Closing Date or, if Closing occurs
after September 30, 2000, up to and including September 30, 2000 (excluding,
for the avoidance of doubt, any interest accruing on any External Debt in
respect of the period up to and including the Effective Date);

     "Pre-Closing Distributions" means the aggregate amount of any dividends
or distributions of any nature whatsoever (whether of cash or assets) in
respect of any shares of capital stock or shares in the capital of any Group
Company or any repurchase, redemption, repayment or other acquisition by any
Group Company of any of its own shares of capital stock, issued shares or
other securities or withdrawals or repayment of capital or partnership
interests by any Group Company or transfer of profit by any Group Company
(other than any of the foregoing to the extent it comprises a payment to
another Group Company) paid, declared or agreed to be paid by any Group
Company to any member of the E.ON Group from (but excluding) the Effective
Date up to and including the Closing Date, excluding the dividend of GBP 138
million (paid in cash on July 24,
2000) relating to the proceeds of the sale of VEBA Electronics US Holding
GmbH to VEBA Electronics (U.K.) Plc.

     "Pre-Closing Non-Recurring Charges" means any charges or liabilities
paid or incurred by any Group Company to any member of the E.ON Group since
the Effective Date to and including the Closing Date, except for those
arising under (i) trading and supply agreements with respect to goods or
utilities in the ordinary course of business on arm's length terms and (ii)
the service agreements and other agreements with the E.ON Group, which are on
arm's length terms and referred to in Exhibit 5.12;

     "Unfunded Pension Liability" is a fixed amount equal to $ 18,600,000; in
each case (to the extent relevant) as shown on the Effective Date Financial
Statements and the Effective Date Certificates or the Closing Certificates
(as the case may be), as determined in accordance with Article 3.

2.2  Purchase Price Formula

     The aggregate purchase price to be paid for the Sold Shares shall be an
amount equal to

       (i) $ 2,350,000,000 (in words: US Dollars two billion three hundred
and fifty million) (the "Base Amount");

      (ii) plus an amount equal to the Effective Date Cash;

     (iii) minus an amount equal to the Effective Date External Debt;

      (iv) minus an amount equal to the Effective Date Inter-Group Debt;

       (v) minus an amount (if any) equal to the amount by which the
Effective Date Working Capital Target Amount exceeds the Effective Date
Working Capital;

      (vi) minus an amount equal to the Effective Date Taxation Liability;

     (vii) minus an amount equal to the Unfunded Pension Liability;

    (viii) minus a fixed amount of $ 25,000,000 (equal to a purchase price
reduction agreed between the Parties with respect to payment obligations of
the Group under EPU schemes which may arise as a result of the transactions
contemplated hereby, obligations which may arise in respect of software
consultancy fees and the write off of aged accounts receivables of Wyle
Systems Division);

      (ix) minus an amount equal to the aggregate of the Post Effective Date
Inter-Group Interest Portion and the Post Effective Date External Interest
Portion;

       (x) minus an amount equal to the aggregate of the Pre-Closing
Distributions and the
Pre-Closing Non-Recurring Charges;

      (xi) plus an amount equal to 12% of $ 600,000,000 multiplied by the
number of days from and including October 1, 2000 to, but excluding, the
Closing Date divided by 365 (the "Additional Amount").

     The amount of the aggregate purchase price as calculated above is
referred to as the "Final Share Purchase Price".

2.3 Allocation

     The Base Amount and the purchase price for the Sold Shares shall be
allocated as set out in Exhibit 2.3 (Part I). The Preliminary Share Purchase
Price, Final Share Purchase Price, Inter-Group Debt, External Debt and any
adjustments to be made in accordance with Section 2.6 shall be determined on
a Division by Division basis in accordance with the basis of allocation set
out in Exhibit 2.3 (Part II). Any downward adjustments (including any
adjustments as a result of any payments made by the Sellers with respect to
claims under Articles 7, 8 and 9) to the Final Share Purchase Price shall be
allocated to the relevant Sold Shares, save that the Final Share Purchase
Price in respect of the Sold Shares of any Group Company shall not be reduced
below $1 and any excess adjustment shall be applied in reducing the allocated
amount, in the case of the Memec Purchaser, to the shares in Memec Plc, in
the case of Avnet to the shares in Raab Karcher Elektronik GmbH and
EBV-Elektronik GmbH in equal proportions and, in the case of Arrow, to the
shares of EBV Electronic Holdings, Inc. To the extent of any further reduction,
the sellers shall procure the capitalisation of an equal amount of Closing
Date Inter-Group Debt and any shares arising on such capitalisation shall
be treated as Sold Shares and sold for an aggregate consideration of $1.

2.4 Payment on the Closing Date

    (a) On the Closing Date, the Purchasers shall

        (i) procure to be paid to the respective members of the E.ON Group by
or on behalf of the relevant Group Companies such amounts as are required to
satisfy the Inter-Group Debt Closing Condition as referred to in Section 4.2
(a) (v); and

       (ii) following satisfaction of the Inter-Group Debt Closing Condition,
pay to the Sellers an amount equal to an estimate of the Final Share Purchase
Price, as determined in accordance with Sections 2.4 (b) or (c) (as the case
may be) (the "Preliminary Share Purchase Price"),

     such payments to be made or procured to be made by each of the
Purchasers in respect of the Divisions to be acquired by it.

     (b) If the Effective Date Financial Statements and the Effective Date
Certificates have been finally determined in accordance with Article 3 at
least ten business days prior to the Closing Date, the Preliminary Share
Purchase Price shall be equal to

         (i) the Base Amount,

        (ii) plus/minus each of the amounts set out in Sections 2.2 (ii) to
(viii), as adjusted by the Effective Date Financial Statements and Effective
Date Certificates,

       (iii) minus the amount equal to the estimate provided pursuant to
Section 2.4 (d) below of the aggregate of the Post Effective Date Inter-Group
Interest Portion and the Post Effective Date External Interest Portion (item
(ix) of Section 2.2) and the Pre-Closing Distributions and the Pre-Closing
Non-Recurring Charges (item (x) of Section 2.2); and

        (iv) plus the Additional Amount (item (xi) of Section 2.2).

     (c) If the Effective Date Financial Statements have not been finally
determined in accordance with Article 3 at least ten business days prior to
the Closing Date, the Preliminary Share Purchase Price shall be equal to the
amount of the estimate provided pursuant to Section 2.4 (d) below.

     (d) The Sellers shall deliver to the Purchasers their good faith
estimate of the Preliminary Share Purchase Price, the Estimated Closing
Inter-Group Debt (as defined in Section 4.2 (a) (v) below) and estimates of
each of the items specified in (ix) and (x) of Section 2.2 not later than ten
business days prior to the Closing Date. The Preliminary Share Purchase Price
and the Estimated Closing Date Inter-Group Debt shall be paid, value as of
the Closing Date, by two separate wire transfers (to be made in the order as
set out in Section 2.4 (a)) of immediately available funds into the bank
account no. 3941770 USD with Deutsche Bank AG, Dusseldorf, bank
identification code (BLZ) 300 700 10, and such payments shall fully discharge
all obligations of the Purchasers under this Section 2.4 and Section 4.2 (a)
(v).

2.5 Effect of Payment; Discharge of VEBA Liabilities

    (a) The Sellers agree, and shall procure that the relevant members of the
E.ON Group agree, that the payments by or procured by the Purchasers under
this Article 2 and Section 4.2 (a) (v) shall fully satisfy all liabilities of
any Group Company in respect of the Closing Date Inter-Group Debt and all
other liabilities of or incurred by any Group Company to any member of the
E.ON Group in respect of the period up to and including the Closing Date,
except for trading or supply agreements with respect to goods or utilities in
the ordinary course of business on arm's length terms and the lease
agreements referred to in Section 7.13. All agreements between any Group
Company and any member of the E.ON Group (other than trade or supply
agreements with respect to goods or utilities in the ordinary course of
business on arm's length terms and the lease agreements referred to in
Section 7.13) shall terminate on Closing, unless otherwise agreed in writing
with the relevant Purchaser, and the Purchasers and the Group Companies shall
have no liability thereunder for amounts payable in respect of periods prior
to the Closing Date. If required by the Purchasers, the Sellers shall procure
the delivery to the Purchasers of an acknowledgement, discharge and
confirmation of termination from the relevant member of the E.ON Group in
accordance with the preceding sentences. Nothing in this Section 2.5 shall
prejudice any claims in respect of the period prior to Closing in connection
with any insurance arrangements with the E.ON Group.

          (b) The Purchasers agree, and shall procure, that upon payment of
the Closing Date Inter-Group Debt (as finally determined in accordance with
Article 3), no member of the E.ON Group shall have any liability to any Group
Company with respect to any Inter-Group Debt.

2.6 Settlement Payments after the Closing Date

          (a) If the Final Share Purchase Price or the actual amount of the
Closing Date Inter-Group Debt with respect to a Division (as determined after
the Closing Date in accordance with Article 3 below) is higher or lower than
the Preliminary Share Purchase Price or the Estimated Closing Inter-Group
Debt paid at Closing, the Sellers and the relevant Purchaser shall settle, or
cause the relevant members of the E.ON Group or the relevant Group Companies
(as the case may be) to settle any differences within ten business days after
which the Effective Date Financial Statements and the Closing Certificates
have been finally determined in accordance with Article 3, provided that, to
the extent relevant, the payments to be made pursuant to this Section 2.6 (a)
with respect to a Division acquired by the relevant Purchaser shall be set-
off against each other and the balancing payment alone shall be payable.

          (b) The amount of any payment to be made pursuant to this Section
2.6 shall bear interest from and including the Closing Date to but excluding
the date of payment at a rate of 6 per cent per annum. Such interest shall be
payable at the same time as the payment to which it relates and shall be
calculated daily on the basis of a year of 365 days and the actual number of
days elapsed.

2.7 Sample Calculation

     A sample calculation of the Final Share Purchase Price and the aggregate
amount payable by Purchasers at Closing (including the Closing Inter-Group
Debt) is attached hereto as Exhibit 2.7.

2.8 No Set-Off/Retention

     Subject to the proviso in Section 2.6 (a) neither the Purchasers nor the
Sellers shall have any right of set-off or retention right with respect to
their obligations to pay the purchase price, the Inter-Group Debt or any
adjustment payment under this Article 2.


                                  Article 3

    Effective Date Financial Statements; Effective Date and Closing
Certificates

3.1 Preparation of Effective Date Financial Statements and Effective Date and
Closing Certificates

     (a)  Sellers shall prepare, or cause to be prepared, and deliver to each
of Purchasers (i) combined financial statements (comprising a balance sheet
as at the Effective Date and a profit and loss account for the period from
and including January 1, 2000 to the Effective Date) of the Group and of each
Division, together with an audit report by PricewaterhouseCoopers LLP on the
combined financial statements of the Group and of each Division (the
"Effective Date Financial Statements") (provided that the costs of
PricewaterhouseCoopers LLP in the preparation and audit of all such financial
statements (but, for the avoidance of doubt, not for the resolution of any
disputes) shall be borne as to 50% by the Sellers and as to 50% by the
Purchasers), and (ii) certificates based on such financial statements setting
forth Sellers' calculation of the Effective Date External Debt, the Effective
Date Cash, the Effective Date Inter-Group Debt, the Effective Date Working
Capital and the Effective Date Taxation Liability (the "Effective Date
Certificates"), in each case on a consolidated basis for the Group and for
each Division. Sellers shall use their best efforts to ensure that the
Effective Date Financial Statements and the Effective Date Certificates will
be delivered to Purchasers by no later than two months after the date hereof.

          (b) The Purchasers shall cause the Companies to prepare and
deliver, as soon as reasonably practicable, but not later than 60 days after
Closing, to the Sellers (i) a certificate of the Closing Date Inter-Group
Debt for the Group and each Division, (ii) a certificate of the Pre-Closing
Distributions and the Pre-Closing Non-Recurring Charges and (iii) a
certificate of the Post Effective Date Inter-Group Interest Portion and the
Post Effective Date External Interest Portion for the Group and each Division
(together the "Closing Certificates").

3.2 Accounting Principles

     The Effective Date Financial Statements and the Closing Certificates
shall (i) be prepared in accordance with generally accepted accounting
principles as applied in Germany ("German GAAP") on a basis consistent with
those used in the preparation of the 1999 German GAAP Group Balance Sheet (as
defined in Section 5.4 (a) below) and using the principles set forth in
Exhibit 3.2, provided that in the event of any inconsistency between the
provisions of Exhibit 3.2 and the basis applied in the preparation of the
1999 German GAAP Group Balance Sheet, the provisions of Exhibit 3.2 shall
prevail, and (ii) include line items consistent with those in the 1999 German
GAAP Group Balance Sheet.

3.3 Review of Effective Date Financial Statements and Effective Date and
Closing Certificates

     If the Purchasers believe that any item or amount contained in the
Effective Date Financial Statements or the Effective Date Certificates (as
delivered by Sellers pursuant to Section 3.1) or Sellers believe that any
item or amount contained in the Closing Certificates (as delivered by
Purchasers pursuant to Section 3.1) does not comply with Articles 2 and 3,
the Purchasers or Sellers (as the case may be) may, within 45 days after
delivery of the relevant documents referred to in Section 3.1, deliver a
notice to Sellers or Purchasers (as the case may be) disagreeing with
Sellers' or Purchasers' (as the case may be) calculation and setting forth
Purchasers' or Sellers' (as the case may be) calculation of the relevant
items or amounts. Any such notice of disagreement shall specify those items
or amounts as to which the Purchasers or Sellers (as the case may be)
disagree, and Purchasers and Sellers (as the case may be) shall be deemed to
have agreed with all other items and amounts contained in the Effective Date
Financial Statements, the Effective Date Certificates or the Closing
Certificates (as the case may be).

3.4 Dispute Resolution

     If the Purchasers or Sellers (as the case may be) have duly delivered a
notice of disagreement in accordance with Section 3.3, the Parties shall,
during the 30 days following such delivery, use their reasonable efforts to
reach agreement on the disputed items or amounts in order to determine the
Final Share Purchase Price or the actual amount of the Closing Inter-Group
Debt. If and to the extent that, at any time after the end of such period,
the Parties are unable to reach such agreement, any Party may refer the
remaining differences to an internationally recognized firm of international
independent public accountants (the "CPA Firm"). If the Parties cannot
mutually agree upon the CPA Firm within two weeks after any Party has
requested its appointment, the CPA Firm shall be appointed, upon request of
any Party, by the Institute of Chartered Accountants (Institutder
Wirtschaftsprufer) in Dusseldorf. The CPA Firm shall, acting as an expert
(Schiedsgutachter) and not as an arbitrator, determine on the basis of the
standards set forth in Articles 2 and 3, and only with respect to the
remaining differences submitted to it and within the range in dispute between
the Parties, whether and to what extent the Effective Date Financial
Statements, the Effective Date Certificates or the Closing Date Certificates
(as the case may be) require adjustment. The Parties shall instruct the CPA
Firm, before giving its opinion, to give the Parties a reasonable opportunity
to present their views and to deliver its written opinion to them no later
than four weeks after the remaining differences are referred to it. The
decision of the CPA Firm shall be conclusive and binding on the Parties
(within the limits set forth in Section 319 German Civil Code) and shall not
be subject to any appeal. The fees and disbursements of the CPA Firm shall be
borne as to 50 per cent by the Sellers and as to 50 per cent by the
Purchasers.

3.5 Access and Information

     The Purchasers and Sellers agree that they will, and agree to cause
their respective independent accountants and each Group Company to, cooperate
and assist in the preparation of the Effective Date Financial Statements,
Effective Date Certificates or Closing Certificates (as the case may be) and
in the conduct of the audits and reviews referred to in this Article 3,
including without limitation, the making available to each other and the CPA
Firm to the extent necessary of books, records, work papers and personnel and
access, during normal working hours, to the Group's premises.


                                   Article 4

                                    Closing

4.1 Time and Place of Closing

     The closing of the transactions contemplated by this Agreement (the
"Closing") shall take place on the fourteenth business day after the day on
which the conditions set forth in Section 4.2 (a) (i) below are met, subject
to the further conditions set forth in Section 4.2 (a) being complied with on
such day, at 10 a.m. at the offices of Hengeler Mueller Weitzel Wirtz in
Dusseldorf or at any other time and place as the Parties may mutually agree.
The date on which the Closing is to be consummated is referred to herein as
the "Closing Date".

4.2 Conditions to Closing

          (a) Subject to Section 4.4, the obligations of the Purchasers and
Sellers to consummate the Closing are subject to the satisfaction (or, with
respect to (iii) below, the waiver by the Purchasers) of the following
conditions precedent:

              (i) Subject to Exhibit 4.3, the consummation of the transaction
contemplated hereby shall be permitted pursuant to applicable merger control
laws in the United States of America and clearance in respect of such
consummation shall have been obtained pursuant to applicable merger control
laws in all relevant jurisdictions within the European Union (including
pursuant to the EU Merger Regulation) (or any applicable waiting periods in
the relevant jurisdictions referred to above shall have expired with the
effect that the transaction may be consummated without violation of
applicable merger control laws in any such jurisdiction); and

                 (A) in the case of the Divisions to be acquired by Arrow,
the information as set forth in Exhibit 5.3 shall be accurate (save where any
inaccuracy in such information would not result in any approvals being
required under merger control laws in Canada or Mexico); and

                 (B) in the case of the Divisions to be acquired by Avnet,
(x) approvals of the consummation of the acquisitions by Avnet shall have
been obtained (or applicable waiting periods have expired, as referred to
above) under such merger control laws in the relevant jurisdictions in the
European Union (including pursuant to the EU Merger Regulation) without the
requirement for any Resolutions (as defined in Exhibit 4.3) being given by
Avnet (or any of its subsidiaries, together with Avnet the "Avnet Group"),
the Divisions to be acquired by Avnet or the Sellers, or (y) the outstanding
approvals under applicable merger control laws in jurisdictions other than in
the European Union (and other than pursuant to the EU Merger Regulation) may
reasonably be anticipated to be forthcoming without Resolutions being given
which, when taken together with any Resolutions already given by the Avnet
Group, the Divisions to be acquired by Avnet or the Sellers, would have a
Material Adverse Effect (as defined in Exhibit 4.3) or require the Avnet
Group (including the Divisions to be acquired by Avnet) to incur out-of-
pocket costs or expenses equal to or exceeding $ 75 million in the aggregate.

     The conditions precedent in this subsection (i) will not be satisfied
unless satisfied with respect to at least two Purchasers. If the conditions
precedent contained in this subsection (i) are satisfied with respect to the
Divisions to be acquired by two Purchasers, subject to the satisfaction of
all other conditions set out in this Section 4.2 (a) applicable to such
Purchasers, the Closing shall be completed with respect to such Purchasers in
accordance with Section 4.5.

           (ii) No enforceable judgement, injunction, order or decree (an
"Injunction") has been issued, made or entered into by any court or
governmental authority in any jurisdiction which prohibits the consummation
of the Closing, provided that, (A) if any Injunction affects the ability of a
Purchaser to close with respect to a portion of any of the Divisions to be
acquired by such Purchaser but would not have a Material Adverse Effect (as
defined in the introductory part of Section 5) on that Division, then the
Closing shall be completed by the Sellers and such Purchaser with respect to
all portions of those Divisions that can be completed without violating the
Injunction and (B) if any Injunction affects the ability to close with
respect to only one Purchaser, but no Injunction affects the ability to close
with respect to the other Purchasers, the Parties agree, subject to
satisfaction of all other conditions set out in this Section 4.2 (a)
applicable to such Purchasers, to complete the Closing with respect to the
two Purchasers that can be completed in accordance with Section 4.5. In such
event, the relevant Parties agree to use their reasonable efforts to have
such Injunction overturned or otherwise resolved so that the Closing can be
completed with respect to the Division (or any portion of a Division) that
has not been completed.

          (iii) The representations and warranties (except for the
representation and warranty in Section 5.3 (b), second sentence, in respect
of which subsection (i) (A) applies), covenants and other obligations of the
Sellers contained in this Agreement shall, from and including the date hereof
to the Closing Date, not be breached in a manner which would reasonably be
expected to result in indemnification claims by the Purchasers under this
Agreement in an aggregate amount of more than $ 300 million (before taking
account of any limitations under Article 8). For the avoidance of doubt,
Closing shall in no way prejudice any Party's ability to make any claim for
breach of this Agreement.

           (iv) The facilities to be provided pursuant to the terms of the
committed facility agreements referred to in Part (A) of Exhibit 4.2
("Committed Facilities") shall have become unconditionally available for draw
down in accordance with the relevant terms of such agreements (as attached
hereto as Part (B) of Exhibit 4.2) by Memec Purchaser and/or the relevant
Group Companies, provided that, if this condition precedent is not satisfied
on the day when all conditions set out in this Section 4.2 (a) have been
satisfied (A) with respect to Avnet and Arrow, then the Closing shall be
completed with respect to Avnet and Arrow in accordance with Section 4.5, or
(B) with respect to only either Avnet or Arrow, then the Sellers may choose,
at their discretion, to complete the Closing with respect to Arrow or Avnet
(as the case may be) or not to complete the Closing unless and until the
closing conditions with respect to at least two Purchasers have been
satisfied. In the event that the Sellers choose to complete the Closing with
respect to only one Purchaser (Arrow or Avnet), such Closing shall be
conditional upon the Purchasers (other than Memec Purchaser and any Purchaser
in respect of which this Agreement has been terminated in accordance with
Article 10) and the Sellers having agreed mutually acceptable Transitional
and Separation Arrangements (as defined in Section 4.5 (e) below) without
referral to the Expert.

           (v) Each Purchaser shall have procured payment to the respective
members of the E.ON Group of an amount equal to the Estimated Closing Date
Inter-Group Debt in respect of the Divisions to be acquired by it. The
condition set out in this subsection (a) (v) is referred to herein as the
"Inter-Group
Debt Closing Condition".

           (b) In connection with the condition set out in Section 4.2 (a)
(iv), Memec Purchaser undertakes:

               (i) to use all reasonable endeavours to satisfy any conditions
precedent to draw down under the Committed Facilities to the extent such
matters are within the reasonable control of it or its subsidiaries, and

              (ii) to enforce its right under the Committed Facilities to
draw down the funds available thereunder.

4.3 Regulatory Filings

           (a) Each of the Sellers and the Purchasers agree, as soon as
practicable after the date of this Agreement, to make all appropriate filings
under any applicable merger control laws in the European Union (including
under the EU Merger Regulation) and any other applicable antitrust laws in
any other jurisdictions (for the avoidance of doubt not including Canada or
Mexico) and to file a Notification and Report Form pursuant to the United
States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the
"HSR Act") with respect to the transactions contemplated hereby. The HSR Act
and the applicable merger control and antitrust laws in the European Union
and any other jurisdiction as referred to in the preceding sentence are
referred to herein as the "Antitrust Laws". Each of the Sellers and each
relevant Purchaser agrees to supply to any relevant competent authorities as
promptly as practicable any additional information and documentary material
that may be requested pursuant to any Antitrust Laws and (subject to Exhibit
4.3) to take all other actions necessary to obtain all requisite approvals
and authorizations and to cause the expiration or termination of the
applicable waiting periods (or similar requirements) under such laws as soon
as practicable.

          (b) Subject to Exhibit 4.3 in order to obtain all requisite
approvals and authorisations for the transactions contemplated by this
Agreement under the merger control laws in the European Union, the HSR Act
and any other Antitrust Law, the relevant Purchaser and the Sellers shall (i)
co-operate in all respects with each other in connection with any filing or
submission and in connection with any investigation or other inquiry,
including any proceeding initiated by a private party, (ii) keep the Sellers
or relevant Purchaser (as the case may be) informed in all material respects
of any material communication received by such party from, or given by such
party to, any relevant competent authorities and of any material
communication received or given in connection with any proceeding by a
private party, in each case regarding any of the transactions contemplated
hereby and (iii) permit the Sellers or relevant Purchaser (as the case may
be) a reasonable opportunity to be consulted in advance of any meeting or
conference with any such competent authority or in connection with any
proceeding by a private party.

          (c) If any objections are asserted with respect to the transactions
contemplated hereby under any Antitrust Law or if any suit is instituted by
any competent authority (including the European Commission) or any private
party challenging any of the transactions contemplated hereby as violative of
any Antitrust Law, then, subject to Exhibit 4.3, the relevant Purchaser and
the Sellers shall be obligated to (i) take all necessary steps to resolve
such objections or challenge as such competent authority or private party may
have to such transactions under such Antitrust Law so as to permit
consummation of the transactions contemplated by this Agreement and (ii)
pursue a resolution with any competent authority and, if acceptable to any
competent authority, enter into a settlement, consent, decree or other
agreement with such competent authority necessary to permit the transactions
contemplated by this Agreement.

           (d) If a competent authority decides to deny its approval, as
required under any applicable Antitrust Law, of the transactions contemplated
hereby or any administrative or judicial action or proceeding, including any
proceeding by a private party, is instituted (or threatened to be instituted)
challenging any transaction contemplated by this Agreement as violative of
any Antitrust Law, (subject to Exhibit 4.3) the relevant Purchaser and the
Sellers shall co-operate in all respects with each other and shall contest
any such decision, action or proceeding and take all necessary steps to have
vacated, lifted, reversed or overturned any decree, judgement, injunction or
other order, whether temporary, preliminary or permanent, that is in effect
and that prohibits, prevents or restricts consummation of the transactions
contemplated by this Agreement under any applicable Antitrust Law, including,
without limitation, defending in litigation on the merits any claim asserted
in any court through a final and non-appealable judgement.

           (e) If the failure to satisfy the requirements of any Antitrust
Law in any jurisdiction, other than in any jurisdiction within the European
Union (including pursuant to the EU Merger Regulation) or the United States
of America, prevents the Closing in respect of the shares in any Group
Company, then (in the case of Arrow subject to the closing condition in
Section 4.2 (a) (i) (A)) the relevant Purchaser and the Sellers shall be
obliged to comply with their respective obligations on Closing (save to the
extent that such obligations relate to the acquisition of such shares), and
the Purchasers' obligations to pay the full purchase price for the portions
of the Group acquired by each of them at Closing shall not be affected
thereby, provided that Closing on such basis does not violate any Antitrust
Laws.  The relevant Parties shall endeavour to agree, upon request of any of
them, on any appropriate action or suitable amendment to this Agreement in
order to ensure, as far as practicable, that the Closing does not so violate
any Antitrust Laws. Following Closing, the relevant Purchaser and the Sellers
shall endeavour to obtain any necessary approval in respect of Antitrust Laws
to enable the relevant shares to be transferred to the relevant Purchaser
without payment of any further consideration and as soon as such approval is
available the Sellers shall complete such transfer. Pending completion of
such transfer the relevant Purchaser and the Sellers shall enter into such
arrangements (subject to compliance with Antitrust Laws) as give commercial
effect to the intent of the Parties to close the sales of each Group Company
to be purchased by a Purchaser simultaneously. If the approval is not
obtained within six months after Closing with the relevant Purchaser, the
Sellers shall procure the sale of the relevant business or shares (after
consultation with the relevant Purchaser) and shall pay to the relevant
Purchaser any proceeds of sale, net of any taxes and reasonable expenses.

           (f) If (a) either Arrow or Avnet are unable to complete the
acquisition of the relevant Group Companies to be purchased by them as a
result of the conditions in Section 4.2 (a) (i) not having been satisfied by
February 28, 2001 but (b) the acquisition by the other Purchasers (including
Memec Purchaser) of the Group Companies to be purchased by them shall close
on or prior to such date and (c) either Arrow or Avnet (as the case may be)
terminate this Agreement in respect of either Arrow or Avnet (as the case may
be) in accordance with Article 10 as a result of such failure of the
conditions in Article 4.2 (a) or the Sellers terminate this Agreement after
May 15, 2001 in respect of either Arrow or Avnet (as the case may be) in
accordance with Article 10 as a result of such failure, (i) each Purchaser
that is unable to complete the acquisition shall pay to the Sellers an amount
of $ 25 million in aggregate as a fee for such termination and each Purchaser
that is able to complete the acquisition of the relevant Group Companies
shall, on Closing of such acquisition or, if Closing has already occurred,
within five business days of being notified in writing, pay an additional
amount of $ 25 million by way of increase in the Final Share Purchase Price,
which shall be allocated, in the case of Memec Purchaser, to the shares in
Memec LLC, in the case of Avnet, to the shares in EBV-Elektronik GmbH, and in
the case of Arrow, to the shares in EBV Electronic Holdings Inc.
Notwithstanding any other provisions of this Agreement, the payments by each
Purchaser under this paragraph (f) shall be in full and final discharge of
all liabilities of it in respect of its obligations under this Article 4.3
and all obligations of such Purchaser under or in respect of Article 4.3
shall cease upon termination of this Agreement in respect of such Purchaser
in accordance with Article 10. This paragraph (f) shall not apply if both
Arrow and Avnet are unable to complete the acquisitions contemplated hereby
as a result of the failure to satisfy the conditions in Section 4.2 (a) (i)
on or before the date specified in Section 10.1 (e), but in this case
Purchasers or Sellers may terminate this Agreement in its entirety in
accordance with that Section.

4.4 Actions on Closing Date

           (a) On the Closing Date, the Parties shall take, or cause to be
taken, the actions set out in Exhibit 4.4, which shall be taken
simultaneously.

           (b) No Purchaser and no Seller shall be obliged to close this
Agreement unless:

               (i) Sellers and the relevant Purchaser comply with all their
obligations under Section 4.4 in respect of the Divisions to be acquired by
that Purchaser (provided that, if two Purchasers do not comply with such
obligations, Sellers may, at their discretion, decide not to close this
Agreement in its entirety); and

              (ii) subject to Sections 4.2 (a) (ii) (A) and 4.3 (e), the
purchase of all the Sold Shares in respect of the Divisions to be acquired by
that Purchaser is completed simultaneously, provided that no Seller or
Purchaser shall be entitled to rely on its own default under Section 4.4 in
order to avoid its obligation to close this Agreement.

4.5 Staggered Closing

     If, pursuant to Sections 4.1 and 4.2, the Closing is completed with only
two Purchasers ("Closing I"), the following shall apply:

           (a) Sections 4.1 and 4.4 shall only apply to such Purchasers (the
"Completing Purchasers") and not to the Purchaser who is unable to complete
(the "Non-Completing Purchaser") until the conditions set out in Section 4.2
are satisfied with respect to such non-completing Purchaser (subject to
Article 10).

           (b) Amounts to be paid in accordance with Article 2 shall be
determined in respect of the Divisions to be acquired by each Completing
Purchaser (and, in the event that there is a subsequent Closing in relation
to the Non-Completing Purchaser ("Closing II"), the Non-Completing Purchaser)
on the basis of the allocation set out in Exhibit 2.3 (Part II). In respect
of the Divisions to be acquired by the Completing Purchasers, the Additional
Amount payable (if any) shall be calculated up to, but excluding, the date of
Closing I on the basis of an amount of $200,000,000 for each Completing
Purchaser. In respect of the Non-Completing Purchaser, the Additional Amount
payable (if any) in respect of the Divisions to be acquired by it shall be
calculated up to, but excluding, the date of Closing II on the basis of an
amount of $200,000,000.

           (c) The Final Share Purchase Price for the Sold Shares transferred
to the Completing Purchasers (and the Non-Completing Purchaser at Closing II,
if any) and the Closing Date Inter-Group Debt in respect of the Divisions
acquired by the Completing Purchasers (and the Non-Completing Purchaser at
Closing II, if any) shall be determined on the basis of the Effective Date
Financial Statements and the Effective Date Certificates (to be prepared in
respect of the Group and all Divisions, as contemplated by Article 3) and the
Closing Date Certificates (to be prepared in respect of the Divisions
acquired by the Completing Purchasers or, in respect of Closing II, the Non-
Completing Purchaser). For the avoidance of doubt, where relevant, the
adjustments shall be determined from the Effective Date Financial Statements
in respect of the Group as indicated in Exhibit 2.3 (Part II).

           (d) Where the context so requires, references to the "Group" shall
be deemed to be made to the Divisions to be transferred to the relevant
Purchasers, and the other Divisions in respect of which this Agreement has
been terminated shall be deemed to be part of the E.ON Group. Any reference
to a time period determined by reference to "Closing" shall be determined by
reference to Closing I or Closing II as the case may be.

           (e) In accordance with paragraph (f) below, the Purchasers and the
Sellers shall enter into mutually acceptable arrangements (the "Transitional
and Separation Arrangements") on arm's length terms with respect to:

               (i) the transitional arrangements to apply in the period
between Closing I and the first to occur of Closing II and the termination of
this Agreement pursuant to Article 10 in respect of the Non-Completing
Purchaser with respect to the ongoing relationship between the Divisions
transferred to the Completing Purchasers at Closing I and the other Divisions
to be acquired by the Non-Completing Purchaser; and

              (ii) the arrangements (including appropriate service and
separation arrangements) to be put in place between the E.ON Group (in this
case including the Divisions retained by the Sellers) and the Completing
Purchasers in the event that any of the conditions to Closing set out in
Section 4.2 is not satisfied with respect to the Non-Completing Purchaser and
this Agreement is terminated by or in respect of such Non-Completing
Purchaser in accordance with Article 10.

           (f) The Purchasers shall, as soon as reasonably practicable after
the date hereof, prepare a proposal for the Transitional and Separation
Arrangements based (with any adjustments deemed appropriate by the
Purchasers) on the principles negotiated and agreed among the Purchasers in
respect of the separation of the Group by the Purchasers after the Closing.
As soon as there is reasonable evidence that the Closing may not be completed
in respect of all three Purchasers simultaneously, Purchasers shall deliver
that proposal to the Sellers, and the Parties shall negotiate in good faith
to finalise the Transitional and Separation Arrangements on arm's length
terms and using the Purchasers' proposal as a basis for such negotiations.
The Parties shall use all reasonable endeavours to finalise such negotiations
within one month after Closing I has been completed. If the Transitional and
Separation Arrangements have not been finally agreed within such one month
period, the Sellers or the Purchasers may each refer the remaining
differences to an expert arbitrator (the "Expert"). The Expert shall (unless
otherwise agreed between the Parties) be a recently retired person who held a
senior position in the electronics distribution industry. If the Parties
cannot mutually agree upon the Expert within such one month period, the
Expert shall be appointed, upon request of any Party, by the Chamber of
Commerce in Frankfurt am Main. The Expert shall first seek to resolve the
remaining differences with the Parties by way of mediation and, if no
mutually acceptable agreement can be reached within a reasonable time (not to
exceed four weeks), determine the outstanding terms and conditions of the
Transitional and Separation Arrangements as an expert arbitrator
(Schiedsgutachter). The Expert shall decide at its equitable discretion, on
the basis of arm's length principles, but within the range of the proposals
made by the Parties. The terms and conditions as agreed between the Parties
or determined by the Expert shall apply with retroactive effect as of Closing
I or Closing II (as the case may be). The last three sentences of Section 3.4
and the provisions contained in Section 3.5 shall apply with the necessary
changes, provided that the four week period referred to in Section 3.4 shall
not begin until the mediation as referred to above has failed.

           (g) Where this Section 4.5 applies, references in this Agreement
to "Purchasers" shall be construed as a reference to all the Purchasers, the
Completing Purchasers or the Non-Completing Purchasers and any reference to
"Closing" shall be construed as a reference to Closing I or Closing II, in
each case as the context requires.


                                 Article 5

                  Representations and Warranties of Sellers

The Sellers represent and warrant to each of the Purchasers (and any company
nominated by the relevant Purchaser pursuant to Section 1.1(d)) by way of an
independent guarantee (selbstndiges Garantieversprechen) that, except as set
forth in the disclosure letter attached hereto as Exhibit 5 (a) or in any
other exhibits referred to in this Article 5 (and, in each case, disclosed in
respect of a specific statement set forth in this Article 5 or to the extent
it is reasonably clear that the disclosure is also relevant for any other
statement set forth in this Article 5), the statements set forth in this
Article 5 are true and correct as of the date hereof and will be true and
correct as of the Closing Date, provided, however, that (i) representations
and warranties which are subject to the Sellers' knowledge shall only be true
and correct as of the date hereof and (ii) representations and warranties
which are expressly made as of a specific date shall be true and correct only
as of such date. Each Warranty is to be construed independently and (except
where this Agreement provides otherwise) is not limited by a provision of
this Agreement or another representation and warranty. Except as set forth in
Section 8.1 (g), none of the representations and warranties shall be treated
as qualified by any actual or constructive knowledge on the part of any
Purchaser or any of their agents.

References in this Article 5 to the Sellers' knowledge or awareness are to
the actual knowledge, as of the date hereof, of the persons listed in Exhibit
5 (b), after inquiry with the persons listed in Exhibit 5 (c).

The Sellers covenant that they shall as soon as reasonably practicable inform
the Purchasers of any breach of the representations and warranties of which
any person listed in Exhibit 5 (b) becomes aware in the period between the
date hereof and the Closing Date (provided that they shall have no obligation
to make any inquiry with the Companies' and Subsidiaries' management during
that period).

For the purpose of this Agreement (other than Exhibit 4.3), "Material Adverse
Effect" means any change or effect that is materially adverse to the
financial condition, results of operations or business operations of a
Division, taken as a whole.

5.1 Organization of Sellers and the Group

           (a) Except as disclosed in Exhibits R-1 and R-2, each Seller, each
Company and each Subsidiary is a corporation, limited liability company or
partnership (in each case, as indicated in Exhibits R-1 and R-2), duly
incorporated, validly existing and in good standing under the laws of its
jurisdiction of incorporation and has all corporate powers to carry on its
business as now conducted.

           (b) All Companies and Subsidiaries and their respective
jurisdictions of incorporation are identified in Exhibit R-2 and no company
of the Group holds any interests in any company or entity other than as set
forth in Exhibit R-2.

           (c) Except as set forth in Exhibit 5.1 (c), none of the Companies
or Subsidiaries is a party to any agreement which would permit any third
party (other than the Companies or Subsidiaries) to control such Company or
Subsidiary or obligate it to transfer its profits or (other than as a result
of transactions within the ordinary course of its business) any part of its
assets to any such third party.

           (d) Exhibit 5.1 (d) contains a true and correct list of the
articles of association, by-laws or similar organisational documents of the
Companies as presently in effect.  True and complete copies of such documents
have been delivered to the Purchasers prior to the execution of this
Agreement.

5.2 Ownership of Shares; Shareholdings

           (a) The ownership of the shares and interests in the Companies and
the Subsidiaries is set forth in the Recitals and in Exhibits R-1 and R-2.
The Sold Shares and the shares or interests in the Subsidiaries (to the
extent such shares or interests are indirectly sold under this Agreement) are
free and clear of any liens, encumbrances or other rights of third parties,
and there are no pre-emptive rights, rights of first refusal, options or
other rights of any third party (other than any Company or Subsidiary) to
purchase or acquire any of the Sold Shares, except as disclosed in Exhibit
5.2 (a). Except as otherwise set forth in Exhibits R-1 or R-2, the Sold
Shares and the shares in the other Companies and Subsidiaries set out in such
exhibits represent all of the issued share capital of the respective
Companies and Subsidiaries, and no options or rights to acquire or subscribe
to any additional shares or convertible securities in respect of shares of
any Company or Subsidiary have been granted to, or otherwise agreed with, any
third party (other than any Company or Subsidiary).

           (b) The Sold Shares are duly authorized, validly issued and are
fully paid. The Sold Shares are non-assessable (i.e. there is no shareholder
obligation to make an additional capital contribution).

           (c) Except as expressly otherwise indicated in Exhibit R-2, the
minority shareholdings in the Companies and Subsidiaries as referred to in
Exhibit R-2 are owned, or will be owned at the Closing Date, by directors,
officers or employees of the Group as set forth in Exhibit R-2 (or any other
persons agreed with the relevant Purchaser) for the account of the relevant
majority shareholder of such Companies and Subsidiaries, in order to comply
with requirements of local corporate law.

5.3 Authorization of Sellers, Non-Contravention

           (a) The execution, delivery and performance by each Seller and by
E.ON AG of this Agreement and the consummation of the transactions
contemplated hereby are within each Seller's and E.ON AG's corporate powers
and have been duly authorized by all necessary corporate action on the part
of each Seller and of E.ON AG. This Agreement constitutes a valid and binding
agreement of each Seller and E.ON AG and is enforceable by each Purchaser,
assuming that it has been validly executed on behalf of such Purchaser.

           (b) The execution, delivery and performance by each Seller and by
E.ON AG of this Agreement and the consummation of the transactions
contemplated hereby require no action by any Seller or E.ON AG in respect of,
or filing by any Seller or E.ON AG with, any governmental body, agency or
official other than the compliance with any applicable requirements under
merger control laws as set forth in Sections 4.2 and 4.3. With respect to
Canada and Mexico, the financial information relating to the Divisions to be
acquired by Arrow and contained in Exhibit 5.3 is accurate (provided that
this representation is only given for the purposes of Purchasers' evaluation
of any antitrust requirements in those countries).

           (c) The execution, delivery and performance by each Seller and by
E.ON AG of this Agreement and the consummation of the transactions
contemplated hereby do not and will not:

              (i) violate the certificate of incorporation or bylaws of any
Seller, Company, Subsidiary or E.ON AG,

             (ii) assuming compliance with any applicable merger control
laws, violate any applicable law, rule, regulation, judgement, injunction,
order or decree to which a Seller or E.ON AG is subject,

            (iii) require any consent or other action by any third party or
constitute a default under any agreement or other instrument binding upon any
Seller or E.ON AG, or

             (iv) require, as at the date hereof, any filing or consultation
with or consent from any works council, economic committee, trade union or
employee representative or body.

5.4 Financial Statements

          (a) Exhibit 5.4 (a) contains the combined (German GAAP) balance
sheet of the Group as of December 31, 1999 (the "1999 German GAAP Group
Balance Sheet"). Except as disclosed in Exhibit 5.4 (a), the 1999 German GAAP
Group Balance Sheet has been prepared in accordance with German GAAP, as
interpreted by the VEBA accounting standards and the principles set forth in
Exhibit 3.2, applied on a consistent basis, and fairly presents, in
accordance with the above policies and principles, in all material respects
the combined financial position of the Group as at December 31, 1999.

          (b) Exhibit 5.4 (b) contains the combined (US GAAP) financial
statements (including notes thereto) of the Group as of and for the financial
years ended December 31, 1998 and 1999 (collectively, the "1998 and 1999 US
GAAP Group Financial Statements") together with the audit reports by
PricewaterhouseCoopers LLP on such financial statements. Except as disclosed
in Exhibit 5.4 (b), the 1998 and 1999 US GAAP Group Financial Statements have
been prepared in accordance with US GAAP and the principles set forth in
Exhibit 3.2, applied on a consistent basis, and fairly present, in accordance
with the above policies and principles, in all material respects the combined
financial condition and the results of the combined operations of the Group
as at and in respect of the financial periods ending on December 31, 1998 and
1999.

          (c) To the Sellers' knowledge, the (unaudited) combined accounts of
the Group consisting of a balance sheet and income statement as at and for
the period from January 1, 2000 to March 31, 2000 as contained in Exhibit 5.4
(c) (the "March 2000 Group Accounts") have been prepared in accordance with
German GAAP, as interpreted by VEBA accounting standards, and fairly present,
in accordance with the above policies and principles, in all material
respects the financial position and results of operations of the Group in
respect of the financial period from January 1, 2000 to March 31, 2000.

          (d) The divisional accounts as of March 31, 2000, consisting of a
balance sheet for each Division, as set out in Exhibit 5.4 (d) (the "March
2000 Divisional Accounts"), are neither reviewed nor audited and were not
prepared by management for audit purposes. They were derived from the March
2000 Group Accounts in order to show the allocation to the Divisions. The
Sellers are not aware that there are any material misstatements in the March
2000 Divisional Accounts.

          (e) Except as disclosed in Exhibit 5.4 (e), none of the Sellers is
aware of any facts which would require a material change to the 1999 German
GAAP Group Balance Sheet, the 1998 and 1999 US GAAP Group Financial
Statements, the March 2000 Group Accounts or the March 2000 Divisional
Accounts if such facts had been known at the time when any of such financial
statements (as appropriate) were adopted.

5.5 Assets, Encumbrances

           (a) The Companies and the Subsidiaries have good title to, or in
the case of leased or licensed property and assets have valid leasehold
interests or licenses in, or otherwise legally possess, hold, or have a legal
right to use, all property and assets (whether real, personal, tangible or
intangible) reflected on the 1999 US GAAP Group Financial Statements and all
property and assets acquired after December 31, 1999 or otherwise in use by
the Companies and Subsidiaries, except, in each case, for (i) properties and
assets disposed of since December 31, 1999 in the ordinary course of business
consistent with past practices and (ii) any assets (other than those owned by
VEBA Electronics LLC and sold to Arrow pursuant to Section 1.1 (b) of this
Agreement) which are owned by any member of the E.ON Group. Each Division
owns, leases, licences or otherwise legally possesses, holds or has a legal
right to use, all fixed or current assets necessary for the conduct of its
business as carried on at the date hereof, save to the extent that any other
Division owns, leases, licences or otherwise legally possesses, holds or has
a legal right to use, any such assets and provided that this representation
shall not extend to the adequacy of the level of the current assets or
working capital.

           (b) The (fixed and current) assets owned by the Companies and
Subsidiaries as referred in Section 5.5 (a) are not encumbered with any
liens, pledges or other rights or encumbrances in favour of any third party,
except for (i) retention of title rights (or equivalent rights in any
jurisdiction) in favour of any supplier arising in connection with the supply
of goods to a Company or Subsidiary by that person or any of its affiliates,
(ii) liens, pledges or other security rights in favour of a mechanic,
workman, carrier or the like arising by operation of law or in the ordinary
course of business in respect of assets in the possession of such person,
(iii) security rights of any kind granted to banks and other financial
institutions over cash deposited with such banks and financial institutions
in respect of financial debt shown in the Effective Date Financial
Statements, (iv) statutory liens and other statutory security rights in
favour of tax authorities or other governmental entities in respect of taxes
and other public charges which have not become due and payable and which do
not impair any Division's ability to conduct its business as currently
conducted, (v) customary easements and similar rights in real property which
do not impair any Division's ability to conduct its business as presently
conducted and (vi) the rights and encumbrances listed in Exhibit 5.5 (b).

           (c) All inventories maintained by the Companies and Subsidiaries
as of the date hereof have been acquired or manufactured in the ordinary
course of business, consistent with past practice.

           (d) Any trade accounts receivable arising since the Effective Date
have arisen as a result of sales or services made in the ordinary course of
business of the Divisions.

           (e) Except as disclosed in Exhibit 5.12, no Company or Subsidiary
uses any material asset owned by the E.ON Group for the conduct of its
business.

           (f) The real properties of which particulars appear in Exhibit 5.5
(f) (the "Properties") are the only real properties owned, controlled, used
or occupied by the Companies and the Subsidiaries and which are either (i)
freehold or (ii) leasehold with annual lease obligations of more than $
100,000 (in respect of each lease). The relevant Company or Subsidiary
specified in Exhibit 5.5 (f) is the legal and beneficial owner of each
freehold Property or has a valid and enforceable lease in respect of each
leasehold Property and, in either case, is in exclusive occupation of each
Property. In respect of each of the Properties which are freehold, the
relevant Company or Subsidiary has a good and marketable title to each
Property free from encumbrances (other than those permitted under Section 5.5
(b) (iv) and (v) or disclosed in Exhibit 5.5 (b)) or third party rights of
any kind whatsoever.

           (g) There is no covenant, restriction, burden, stipulation or
obligation affecting, in a material manner, the current use of any Property
by the relevant Group Company.  No Group Company is in material breach of any
covenant, restriction, stipulation or obligation affecting the use of any
Property or the value of the freehold. In the case of any outstanding
leasehold interest in respect of any Property, the rent in respect of such
leasehold Property has been paid up to date when due.

           (h) There are no disputes to which any Group Company is a party
regarding boundaries, easements, covenants or other matters relating to any
Property or its use.

           (i) To the Sellers' knowledge, the current use of each Property
is, in all material respects, the lawful use under the planning or zoning law
applicable and the permissions authorising that use are unconditional and
permanent.

           (j) The relevant Company or Subsidiary has not received any notice
or order affecting any Property from any Government department, any authority
or any third party and is not aware of any proposals on the part of any
Government department or any authority which would in either such case
adversely affect the use of the Property or the value of the freehold or (if
any) leasehold interest in respect of any Property.

           (k) No Company or Subsidiary has sold, assigned, surrendered or
transferred any property in respect of which it entered into any covenant
which continues to bind it without having received a full and effective
release or indemnity in respect of its liability under that covenant, nor is
there any subsisting contractual liability under any provision of any legal
agreement in respect of any property formerly owned or occupied by it.

5.6 Intellectual Property Rights

           (a) Exhibit 5.6 (a) contains a list of (i) all intellectual
property rights owned or licensed and used or held for use by any Company or
Subsidiary and registered in favour of or filed for registration by any
Company or Subsidiary which constitute all such registered rights necessary
for the conduct of the business as carried on by the Companies and the
Subsidiaries and (ii) all unregistered intellectual property rights
(including, without limitation, internet domain names, but excluding the
names VEBA and Raab Karcher and licences of, and similar rights in,
application software and know-how) owned or licensed and used or held for use
by any Company or Subsidiary and which constitute all such rights which are
material to the conduct of the business as carried on by the Companies and
the Subsidiaries (together, the "Intellectual Property Rights"), specifying
as to each, as applicable: (i) the nature of such Intellectual Property
Right, (ii) the registered or beneficial owner or applicant for registration
of such Intellectual Property Right and (iii) the jurisdictions in which such
Intellectual Property Right has been registered or in which an application
for such issuance or registration has been filed and the registration or
application numbers. Each Group Company has all necessary know-how to carry
on its business as carried on at the date hereof.

Except as disclosed in Exhibit 5.6 (a), the Group Companies have done
everything necessary to validly make or maintain all registrations with and
applications to governmental or regulatory authorities in respect of the
registered Intellectual Property Rights.

           (b) No Intellectual Property Right is subject to any outstanding
judgement, injunction, order, decree or agreement restricting the use thereof
by the Group or restricting the licensing thereof by the Group to any third
party.

           (c) To the Sellers' knowledge, the Companies and Subsidiaries do
not currently infringe and have not at any time during the period of three
years prior to the date of this Agreement infringed any intellectual property
rights of any third party.

           (d) To the Sellers' knowledge, there is not, and there has not
been at any time during the period of three years prior to the date of this
Agreement, an infringement or unauthorised use of any of the Intellectual
Property Rights.

           (e) Except as disclosed in Exhibit 5.6 (a), no Company or
Subsidiary has granted nor is obliged to grant a licence, assignment,
consent, undertaking, security interest or other right in respect of any of
the Intellectual Property Rights.

           (f) Neither the Company nor any Subsidiary is, or has received any
notice that it is in default (or with the giving of notice or lapse of time
or both, would be in default) under any agreement to use the Intellectual
Property Rights.

5.7 Permits; Compliance with Laws

           (a) Each of the Companies and Subsidiaries has all governmental
and other legally required permits, licenses, authorizations and consents
which are required by it in order to operate its business and are material
for the conduct of the business of the relevant Division (the "Permits"). No
Permit has been revoked from any Company or Subsidiary and the Sellers are
not aware of any facts which may result in the cancellation or revocation of
any Permit.

           (b) The business of each of the Companies and Subsidiaries is, and
within a period of three years prior to the date hereof has been, conducted
in all material respects in compliance with all applicable laws, regulations,
rules or orders of government entities or public authorities ("Applicable
Laws") and all Permits in each jurisdiction in the European Union and the
United States of America and, to the Sellers' knowledge, in any other
jurisdiction in which the Group operates or has operated. No Company or
Subsidiary has received notice of any failure to comply with any Applicable
Laws.

5.8 Environmental Matters

           (a) For the purposes of this Section 5.8, "Environmental Laws"
means the U.S. Comprehensive Environmental Response, Compensation, and
Liability Act of 1980 and U.S. Resource Conservation and Recovery Act of
1976, each as amended, and any other law, regulation, directive or order
applicable in any jurisdiction and relating to or imposing liability,
standards of conduct for the protection of the environment or the use,
handling, generation, manufacturing, distribution, collection,
transportation, storage, disposal, cleanup or release or threatened release
of hazardous materials.

           (b) Except as disclosed in Exhibit 5.8, to the knowledge of the
Sellers:

               (i) no written notice, request for information, order,
complaint or penalty has been received, and there are no judicial,
administrative or other actions, suits or proceedings pending or threatened
which allege a violation of or liability under any Environmental Law, in each
case relating to any Company or Subsidiary;

              (ii) each Company and Subsidiary has all permits required under
Environmental Laws necessary for its operations to comply with all applicable
Environmental Laws and is in compliance with the terms of such permits and
with all other applicable Environmental Laws;

             (iii) there has been no written environmental audit conducted
within the past three years by any Seller or Company or Subsidiary of any
property currently owned or leased by any Company or Subsidiary which has not
been delivered to Purchasers prior to the date hereof; and

              (iv) the Companies and the Subsidiaries have not caused any
pollution or contamination of the environment which requires, under the
Environmental Laws as in effect on the Closing Date, any clean-up or other
remedial measures by the Companies or Subsidiaries.

5.9 Litigation, Disputes

     Except as disclosed in Exhibit 5.9 and, in respect of the Divisions to
be acquired by  Arrow and Memec Purchaser, except for debt collection actions
brought by a Group Company in the normal course of business and claims by
related third parties arising in connection therewith, no Company or
Subsidiary is involved in any lawsuit or other proceeding pending against it
before any court, arbitral tribunal or governmental agency involving an
amount in excess of $ 100,000. No such lawsuit or proceeding has been
threatened in writing against any Company or any Subsidiary, and no Company
or Subsidiary is subject to any governmental or court order or decree that
limits its ability to operate its business in the ordinary course. To the
Sellers' knowledge, unless otherwise disclosed in Exhibit 5.9 or, in respect
of the Divisions to be acquired by Arrow and Memec Purchaser, except for debt
collection matters (as described above), there are no facts or circumstances
which are likely to result in any lawsuit or other proceeding initiated
against any Company or Subsidiary by any third party and involving an amount
in excess of $ 100,000. There is to the Sellers' knowledge, no current,
pending or threatened governmental or other judicial or regulatory
investigation, enquiry or disciplinary proceeding concerning any Company or
Subsidiary.

5.10 Employee and Labour Matters

           (a) Exhibit 5.10 (a) contains a true and correct list, as of the
date hereof, of all collective bargaining agreements and all material
agreements with unions, workers' councils and similar organisations to which
any Company or Subsidiary is bound. Except as disclosed in Exhibit 5.10 (a),
as of the date hereof, no Company and no Subsidiary is experiencing and, to
the Sellers' knowledge, there is no basis to expect any Company or Subsidiary
to experience (i) any strike, slowdown, picketing or work stoppage by or
lockout of its employees or, in the United States of America, any union
organising activity, or (ii) any suit relating to the alleged violation of
any law or order and relating to labour relations or employment matters
(including any charge or complaint filed by an employee or union with the
U.S. National Labor Relations Board or Equal Employment Opportunity
Commission or any other comparable governmental authority).

           (b) Exhibit 5.10 (b) sets forth, as of the date hereof, a true and
complete list of (i) the employment, consultancy or appointment contracts of
all directors and officers of the Companies and Subsidiaries and all other
employees and consultants of each Company and Subsidiary and each HQ Employee
and (ii) all employees of the Companies and Subsidiaries and HQ Employees
whose employment is based on employment-at-will-letters, in each case whose
annual base salary or base compensation (excluding, for the avoidance of
doubt, performance-related payments and bonuses) exceeds $ 100,000 as well as
of certain other key employees specified in such exhibit. Copies of (i) such
contracts providing for an annual base salary in excess of more than $
140,000 in respect of the Divisions acquired by Memec Purchaser, (ii) all
such contracts (excluding any employment-at-will letters, where the
employment relationship has been established solely on the basis of such
letters) in respect of the Divisions acquired by Arrow and (iii) all such
contracts in respect of the Divisions acquired by Avnet have been disclosed
to the relevant Purchasers. For the purposes of this paragraph (b),
consultancy contracts shall exclude contracts with companies or professional
firms which are generally in the business of providing consultancy services
or advice to companies and businesses (including companies and businesses
other than the Group).

          (c) Exhibit 5.10 (c) sets forth, as of the date hereof, a true and
complete list of (i) all stock option plans of the Companies and Subsidiaries
or applying to any HQ Employee to the extent not disclosed in any of the
employment contracts disclosed to Purchasers pursuant to Section 5.10 (b) and
(ii) all redundancy schemes of the Companies and Subsidiaries which
constitute or, in respect of the non-German Companies and Subsidiaries would
constitute, a change of operations (Betriebsnderung) within the meaning of
Sec. 111 Shop Constitution Act (Betriebsverfassungsgesetz).

          (d) Exhibit 5.10 (d) sets forth a true and complete list of all
directors, officers or employees of the Group and all HQ Employees whose
terms of employment or engagement:

             (i) include any payment or benefit which will be payable or
arise (directly or indirectly) as a result of the transactions contemplated
by this Agreement; or

            (ii) have been varied (either by way of amendment or the exercise
of any discretion) since July 1, 1999 (other than variations made in the
ordinary course of business and consistent with past practice of the relevant
Company or Subsidiary over the last three years), provided that the
representation in subsection (ii) shall only apply to directors, officers or
employees with an annual base salary in excess of $ 100,000 and/or in respect
of employees whose terms of employment or engagement have been varied as part
of a scheme applying to 20 employees or more.

     Copies of all such terms have been provided to the Purchasers.

5.11 Employee Benefits and Pension Obligations

           (a) With respect to Raab Karcher Elektronik GmbH, Raab Karcher
Immobilien, EBV-Elektronik GmbH and Atlas Logistik Service GmbH, Distron
Elektronik GmbH, Memec (Memory and Electronic Components) Plc, Memec Sud
Europe SA, Memec GmbH, Memec Belgium NV, Memec AG, Memec Nederland BV, Okura
Electronics Co. Ltd., Memec Holding B.V. and their respective Subsidiaries,
and the Group Companies sold by Raab Karcher Electronics Systems Plc, the
following shall apply:

     Except for (i) employer's contributions to statutory pension schemes,
health and unemployment insurance, (ii) benefits provided by the agreements
referred to in Section 5.10 (a) or the employment contracts of the employees
referred to in Exhibit 5.10 (b), (iii) vacation or sick pay, (iv) any funded
(defined contribution) benefit schemes currently providing for annual
commitments by the employer of not more than $ 100,000 per benefit scheme and
(v) the arrangements disclosed in Exhibit 5.11 (a) (the "Arrangements"), none
of the Companies or Subsidiaries referred to above is under any obligation to
pay or contribute towards pensions or any other retirement, death, sickness,
medical or disability benefit to or in respect of any of its employees or
former employees (or any dependent thereof) and has not paid or contributed
towards any pension or any such benefit on a customary or voluntary basis.
All contributions and other payments due from the participating employers and
employees have been paid to the Arrangements, except for any amounts relating
to periods after May 31, 2000 to the extent that those amounts are still in
course of calculation and are not at the date of this Agreement due in
accordance with normal collection procedures for that Arrangement and in
accordance with the law applicable to that Arrangement. The consummation of
the transactions contemplated hereby will not result in an increase in the
amount of any benefit or accelerate the vesting, timing, funding or payment
of any benefit under any of the Arrangements. Since December 31, 1999, and
except as set forth in any written Arrangement made available to the
Purchasers, no enhancement has been made to any existing benefit schemes in
respect of any Arrangement and no new benefit of the type covered by this
Section 5.11 (a) has been introduced or provided by any Group Company,
excluding the inclusion of any new directors, officers and employees in any
of the Arrangements or enhancements based on promotions of employees, in each
case within the ordinary course of business, consistent with past practice.

           (b) With respect to VEBA Electronics LLC, Wyle Electronics, and
Atlas Services LLC, Atlas Business Services LLC, EBV Electronics Holdings,
Inc., Memec LLC and their respective Subsidiaries (collectively, the "U.S.
Companies") the following shall apply:

     Exhibit 5.11 (b) contains a complete and accurate list of all material
employee benefit plans (within the meaning of section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended (together with related
regulations) ("ERISA")), including, without limitation, multiemployer plans
within the meaning of ERISA section 3 (37)), stock purchase, stock option,
severance, employment, change-in-control, fringe benefit, bonus, incentive,
deferred compensation and all other employee benefit plans, agreements,
programs, policies or other arrangements, whether or not subject to ERISA
(including any funding mechanism therefor now in effect or required in the
future as a result of the transaction contemplated by this Agreement or
otherwise), whether formal or informal, oral or written under which any of
the U.S. Companies has or could have any present or future liability or
obligation. All such plans, agreements, programs, policies and arrangements
shall be collectively referred to as the "U.S. Company Plans". Copies of each
U.S. Company Plan, as well as the most recent summary plan description,
annual report (IRS Form 5500 series), summary annual report, financial
statements, actuarial report and IRS favorable determination letter for each
Company Plan listed (to the extent applicable) have been made available to
the Purchasers prior to the date hereof.

             (i) Except as disclosed in Exhibit 5.11 (b), in the case of each
U.S. Company Plan listed on Exhibit 5.11 (b):

                 (A) the plan (and each related trust or insurance policy)
complies in form and in operation in all respects with the applicable
requirements of ERISA and the Internal Revenue Code, and related regulations
(the "Internal Revenue Code" or the "Code");

                 (B) Each plan intended to be qualified within the meaning of
section 401(a) of the Code has received a favorable determination letter, or
is pending or has time remaining in which to file, an application for such
determination from the Internal Revenue Service and no reason or condition
has occured or exists that could reasonably be expected to result in the
revocation or refusal to issue any of such letters or in the disqualification
of any such plans;

                 (C) all required contributions to or premiums or other
payments in respect of the plan have been paid, and all required reports and
descriptions have been filed with the proper governmental authority or
distributed to participants as appropriate at the times and in the manner
required by ERISA or the Internal Revenue Code;

                 (D) there have been no "reportable events" (as defined in S
4043 of ERISA) "accumulated funding deficiency" (as defined in S 302 ERISA
and section 412 of the Code), whether or not waived or "prohibited
transactions" (as defined in S 406 of ERISA and S 4975 of the Internal
Revenue Code) in respect of the plan; and

                 (E) no suit in respect of the plan or the investment of plan
assets is pending or, to any Sellers' knowledge, threatened, and to Sellers'
knowledge, there is no basis for any such suit.

           (ii) Except as disclosed in Exhibit 5.11 (b) or required by S
4980B of the Internal Revenue Code, no Company and no U.S. Company Plan
provides health or other welfare benefits to any retired or former employee
and is not obligated to provide health or other welfare benefits to any
active employee following his or her retirement or other termination of
service.

          (iii) Except for the Amended and Restated Wyle Electronics
Retirement Plan (the "Wyle Electronics Pension Plan") no U.S. Company
maintains an Employee Benefit Plan that is subject to Title IV of ERISA.

           (iv) No Company contributes to or has ever contributed to or been
required to contribute to any "multiemployer plan" (as defined in S 3(37) of
ERISA), incurred any "withdrawal liability" (as defined in S 4021 of ERISA)
in respect of any multiemployer plan or withdrawn from any multiemployer plan
in a "complete withdrawal" or a "partial withdrawal" (as respectively defined
in S 4203 and 4205 of ERISA).

            (v) Except for the Wyle Electronics Pension Plan, no U.S. Company
has or could reasonably be expected to have any liability under Title IV of
ERISA with respect to any benefit plan maintained or previously maintained by
any U.S. Company or any entity which is or has been under common control, or
which is or has been treated as a single employer, with any U.S. Company under
Section 414 of the Code.

           (vi) Except as disclosed in Exhibit 5.10 (d), no U.S. Company Plan
exists that could result in the payment to any present or former employee of
any of the U.S. Companies of any money or other property or accelerate or
provide any other rights or benefits to any present or former employee of any
of the U.S. Companies as a result of the transactions contemplated by this
Agreement, whether or not such payment would constitute a parachute payment
within the meaning of Code section 280G.

          (vii) Each U.S. Company Plan may be amended and terminated in
accordance with its terms.

         (viii) Without limiting any other provision of this Section 5.11, no
event has occurred and no condition exists, with respect to any U.S. Company
Plan, that has subjected or could subject any U.S. Company, or any U.S.
Company Plan or any successor thereto, to any tax, lien, penalty or other
liability (other than a liability arising in the normal course to make
contributions or payments, as applicable, when ordinarily due under a U.S.
Company Plan with respect to employees of any U.S. Company and other than any
such tax, fine, lien, penalty or other liability that is not material).

          (c) Exhibit 5.11 (c) contains a true and correct list, as of the
date hereof, of all Employee Performance Unit schemes or shadow option
schemes implemented or undertaken to be implemented by all Companies and
Subsidiaries or in respect of any HQ Employee together with a list of all
employees who have (or have been promised) rights thereunder and their
entitlements (that is the number of units granted or promised to them),
including any entitlements arising from the exercise of any discretion under
any such scheme. No promises or other commitments have been made with respect
to any Employee Performance Unit scheme and there exists no reason why any
participant in any such scheme could have any entitlement to any benefit
thereunder, other than as provided in the scheme and the applicable written
award agreement with respect thereto.

5.12 Material Agreements

          (a) Exhibit 5.12 contains a true and correct list, as of the date
hereof, of all of the following written or unwritten contracts and agreements
(including all amendments thereto) to which any Company or Subsidiary is a
party and which have not yet been completely fulfilled (the "Material
Agreements"):

              (1) agreements relating to the acquisition or sale of interests
in other companies or businesses or business units providing, in each case,
for a consideration of $ 5,000,000 or more; agreements for the sale, lease,
licence or other disposal of any material assets or property, except for
agreements in the ordinary course of business consistent with past practice;

              (2) joint venture, partnership and shareholder agreements
relating to the conduct of a material part of a Division's business;

              (3) rental and lease agreements relating to real estate which,
individually, provide for annual payments of $ 500,000 or more;

              (4) loan agreements (other than intercompany debt towards any
company of the E.ON Group as referred to in Section 5.14), including loans
granted by suppliers (other than extended payment arrangements); bonds, notes
or any other instruments of debt issued by any of the Companies or
Subsidiaries;

              (5) all guarantees, comfort letters or other sureties issued by
any of the Companies or Subsidiaries for any debt, obligation or liability of
any party, other than debt of another Company or a Subsidiary;

              (6) any agreement that limits the freedom of any Company or
Subsidiary to compete in any line of business or with any third party,
excluding (i), for the avoidance of doubt, territorial restrictions in
supplier or reseller agreements which restrict the ability of the contracting
Company or Subsidiary to distribute the product to which such agreements
relate, (ii) agreements which impose restrictions exclusively upon the
contracting Group Company (provided that such company is not material to a
Division), but do not otherwise limit the Division's freedom to operate in
the relevant line of business or to compete with the relevant third party or
(iii) agreements which may be terminated by the relevant Company or
Subsidiary within three months after the Closing Date without any penalty,
cost or expense (other than any compensation claims of resellers under
mandatory law) and which are not material to the business of a Division;

              (7) frame or master agreements in respect of the top 10
suppliers of each Division (other than Atlas Europe Division and Atlas US
Division) (based on the aggregate sales in 1999);

              (8) agreements with E.ON AG or any other company of the E.ON
Group other than trading or supply agreements with respect to goods or
utilities made in the ordinary course of the relevant Group Company's
business on arm's length terms;

              (9) agreements or commitments not made in the ordinary course
of business;

             (10) consultancy agreements with expected annual fees or with an
agreed flat or minimum fee in excess of $ 250,000 or which are likely to
result in annual fees in excess of such amount;

             (11) long-term agreements (Dauerschuldverhltnisse) that cannot
be terminated by any Company or Subsidiary with less than 6 months notice as
from the Closing Date without any liabilities in excess of $ 500,000 (per
agreement), excluding, however, any type of agreements referred to in
paragraphs (1) to (5), (7), (8) and (10) of this Section 5.12 (a) and
customer agreements;

             (12) any currency or hedging agreements which cannot be
terminated without liability to any Division of more than $ 100,000 in the
aggregate in respect of all such agreements.

           (b) Except as otherwise indicated in Exhibit 5.12, true and
complete copies of all written Material Agreements have been disclosed to
Purchasers prior to the execution of this Agreement and true and not
misleading summaries of the principal terms of any non-written Material
Agreements are contained in Exhibit 5.12. To the Sellers' knowledge, unless
otherwise disclosed in Exhibit 5.12, each Material Agreement is in full force
and effect and neither the Companies or Subsidiaries nor any third party are
in material default or material breach under any such agreement. Except as
provided in any written agreement disclosed to the Purchasers in accordance
with this Section 5.12 (b) or as disclosed in Exhibit 5.12, no third party is
entitled to terminate or materially amend any Material Agreement (other than
the Material Agreements referred to in subsection (a) (8) above, which shall
be terminated in accordance with, and except to the extent specified in,
Section 2.5) as a result of the transactions contemplated by this Agreement.
The agreements referred to in subsection (a) (8) above were made in the
ordinary course of business on arm's length terms.

5.13 Finders' Fees

     Except for Merrill Lynch International, whose fees will be paid by the
Sellers, no Seller or Company or Subsidiary has any obligation or liability
to pay any fees or commissions to any broker, finder or agent with respect to
any of the transactions contemplated by this Agreement.

5.14 Intercompany Accounts and Pre-Closing Non-Recurring Charges

          (a) Exhibit 5.14 (a) contains complete lists of (i) all
intercompany balances (under any borrowings including all Effective Date
Inter-Group Debt) as of the Effective Date between each Company and
Subsidiary (or Division, as indicated in the exhibit), on the one hand, and
E.ON AG and any other company of the E.ON Group, on the other hand and (ii)
all credit lines under the VEBA cash management system and all other
intercompany loans granted to the Group, as of the date hereof, by E.ON AG
and any other company of the E.ON Group. Since the Effective Date there have
been no Pre-Closing Non-Recurring Charges.

           (b) The information included in Exhibit 5.14 (b) on the bank
accounts and balances with respect to the Memec Division was true and
accurate in all material respects as at the date on which the information was
produced as identified in the Exhibit.

5.15 Key Suppliers

Except as disclosed in Exhibit 5.15, to the Sellers' knowledge, none of the
suppliers listed in Exhibit 5.12 has indicated, as of the date hereof, to the
management of any of the Companies or Subsidiaries in writing or orally
(provided that any such oral indication has been made, in an express and
unambiguous manner, by one or more directors, officers or duly authorized
senior executives of the supplier and is referred to in any memorandum,
minutes or other written document prepared by the management of a Company or
Subsidiary for circulation to the CEO of the main operating companies (as set
forth in section 1 of the Recitals) of any Division) that it intends to
terminate or reduce its business dealings with any of the Divisions as a
result of the transactions contemplated by this Agreement.

5.16 Insurance Coverage

     Exhibit 5.16 contains a true and complete list of all material insurance
policies and fidelity bonds relating to the assets, business or operations of
the Companies and the Subsidiaries, indicating any policies and bonds which
will terminate or may be terminated by the insurer as a result of the
consummation of the transaction contemplated by this Agreement. To the
Sellers' knowledge, all such policies and bonds are in full force and effect,
all due premiums in respect thereof have been paid and there are no material
claims by any Company or Subsidiary pending under any of such policies or
bonds. None of these policies and bonds will terminate, as a result of the
transaction contemplated hereby, prior to the Closing Date.

5.17 No Undisclosed Material Liabilities

     To the Sellers' knowledge, there are no liabilities of any Company or
Subsidiary of any kind whatsoever, whether accrued, contingent, absolute,
determined, determinable or otherwise, which (i) would, as of the date
hereof, be required by U.S. GAAP to be disclosed or included on a combined
balance sheet of the Group or (ii) have been incurred outside the ordinary
course of the Companies' or the Subsidiaries' business and, in either case,
individually or in the aggregate, have, or may reasonably be expected to
have, a material adverse effect on the financial position of any Division
(and for these, Wyle Components Division, Wyle Systems Division and Atlas US
Division shall be regarded as one Division), other than:

          (a) liabilities provided for in, or disclosed in the notes to, the
1999 US GAAP Group Financial Statements, 1999 German GAAP Group Balance
Sheet, March 2000 Group Accounts or March 2000 Divisional Accounts;

          (b) liabilities disclosed in Exhibit 5.17;

          (c) other undisclosed liabilities that individually do not exceed $
1,000,000 or in the aggregate do not exceed $ 10,000,000; or

          (d) liabilities arising in respect of any matter which is the
subject of any other representation or warranty (other than the
representations and warranties set forth in Section 5.4) or of any indemnity
contained in this Agreement.

5.18 Conduct of Business since December 31, 1999

     Except as disclosed in Exhibit 5.18 and except for any transactions,
facts or events expressly referred to in this Agreement, in the period
between December 31, 1999 and the date hereof, (i) the business of each
Division has been operated in the ordinary course in a manner consistent with
past practice, (ii) the Group has used its reasonable efforts to preserve
intact its business organizations and relationships with third parties and to
keep available the services of its present officers and employees, (iii)
capital expenditure has been maintained in the ordinary course of the Group's
business (taken as a whole), consistent with past practice, and (without
prejudice to paragraph (h) below) any capital expenditure necessary to
continue to conduct the business of any Division in the ordinary course has
been made and (iv) there have not been (or any commitment made in respect
of):

          (a) any damage, destruction or other casualty loss, liability or
cost (whether or not covered by insurance) adversely affecting the business
or assets of any Company or Subsidiary which, individually or in the
aggregate, has had or could reasonably be expected to have a Material Adverse
Effect;

          (b) any declaration, setting aside or payment of any dividend or
other distribution with respect to any shares of capital stock or shares in
the capital of any Company or Subsidiary, or any repurchase, redemption,
repayment or other acquisition by any Company or Subsidiary of any
outstanding shares of capital stock, issued shares or other securities of any
Company or Subsidiary, in each case, other than any of the foregoing to the
extent it relates to any other Group Company;

          (c) any amendment of any term of any outstanding or issued share or
security of any Company or Subsidiary;

          (d) any incurrence, assumption or guarantee by any Company or
Subsidiary of any indebtedness for borrowed money other than (i) indebtedness
incurred under existing credit lines as disclosed in Exhibit 5.12 or (ii) the
Inter-Group Debt;

          (e) any creation or other incurrence by any Company or Subsidiary
of any encumbrance on any asset other than in the ordinary course of trading
consistent with past practices;

          (f) any making of any loan, advance or capital contributions to or
investment by any Company or Subsidiary in any company, entity or other
person (other than any Company or Subsidiary) exceeding in respect of any
Division $ 100,000 in aggregate;

          (g) any change in any method of accounting or accounting practice
or policy by any Company except for any such change required by reason of a
concurrent change in generally accepted accounting principles and disclosed
in Exhibit 3.2 or Exhibit 5.4 (a) - (d);

         (h) any capital expenditure, or commitments for capital expenditure,
by additions or improvements to property, plant and equipment, IT software or
hardware in excess of $ 15,000,000 in aggregate (such amount excluding the
costs of the J.D. Edwards software as referred to in Exhibit 5.18) for the
Divisions to be acquired by each respective Purchaser;

         (i) any change in or any commitment to change (which, for these
purposes, shall include the exercise or agreement to exercise any discretion)
the compensation (including deferred compensation) or other benefits payable
to or the obligations or rights of:

            (i) any director or officer of any Company or Subsidiary or any
of the employees referred to in Section 5.10 (b); or

           (ii) a significant part of the workforce of a Division, in each
case other than changes made in the ordinary course of business
consistent with past practice;

          (j) any lockouts, strikes, slowdowns, work stoppages or threats
thereof by or with respect to any employees of any Company or Subsidiary that
has, or could reasonably be expected to have, a Material Adverse Effect;

          (k) any redundancies in respect of the Companies and Subsidiaries
which have constituted, or in respect of any non-German Companies and
Subsidiaries would have constituted, a change of operations
(Betriebsnderung) within the meaning of Sec. 111 German Shop Constitution
Act (Betriebsverfassungsgesetz);

          (l) any sale, lease, licence or other disposal of any material
assets or property except pursuant to contracts or commitments existing prior
to December 31, 1999 or otherwise in the ordinary course of business
consistent with past practice at December 31, 1999;

          (m) any (i) amendment of the certificate or articles of
incorporation or by-laws (or other comparable corporate charter documents) of
any Company or any Subsidiary, (ii) recapitalization, reorganisation,
liquidation, corporate restructuring or dissolution of any Company or any
Subsidiary or (iii) merger or other business combination involving any
Company or any Subsidiary and any other person; or

          (n) any transfer or payment pursuant to any profit transfer
agreement referred to in Section 7.9 below.

5.19 Certain Anti-trust Undertakings and Orders

     No Company or Subsidiary has given any undertaking to any regulatory
authority and no order has been made against or in relation to any Company or
Subsidiary pursuant to any anti-trust or similar legislation in any
jurisdiction in which they carry on business or have assets or sales.

5.20 Insolvency and Liquidation Proceedings

     Except as set forth in Exhibit 5.20,

          (a) no liquidator, administrator, receiver or administrative
receiver or other insolvency practitioner (or the equivalent in any
jurisdiction) has been appointed in respect of any Company or Subsidiary or
in respect of the whole or any part of the assets or undertaking of any
Company or Subsidiary. No meeting has been convened at which a resolution
shall be proposed, no resolution has been passed, no petition or order (or
the equivalent in any jurisdiction) has been presented or made for the
administration, receivership, winding up or liquidation of any Company or
Subsidiary;

          (b) no Company or Subsidiary has stopped or suspended payment of
its debts, become unable to pay its debts or otherwise become insolvent in
any relevant jurisdiction;

          (c) no scheme for the benefit of creditors generally has been
proposed or implemented in respect of any Company or Subsidiary, whether or
not under the protection of the court and whether or not involving a
reorganisation or rescheduling of debt; and

          (d) no event has occurred which would give rise to any of the
events or circumstances referred to in any of (a) to (c) above.

5.21 Terms of supply

     Except as required by law, none of the standard terms of supply of any
Company or Subsidiary provide for any liability in respect of any defective
product sold or delivered by it which liability is more onerous than those
provided by the supplier of the relevant product to the Company or Subsidiary
concerned.

5.22 IT Systems

          (a) The Group owns or uses under current licences all information
and computer systems necessary for it to conduct its business as carried out
at the date of this Agreement and is not in breach of any such licences in
any material respect.

          (b) The Group (i) owns or has access to all source codes (but only
with respect to software specifically designed for any member of the Group
which is material for the business of any Division or main operating company
(as referred to in section 1 of the Recitals)) and (ii) owns, licences or
otherwise has a legal right to use all software, in each case required to
operate and maintain the information and computer systems used by it.

          (c) Each Division operates and maintains appropriate data storage
and disaster recovery plans designed to enable the Division to carry on and
maintain the conduct of its business in line with normal prudent commercial
practice.

5.23 No Other Representations and Warranties

     Sellers and E.ON AG make no representations and warranties with respect
to the Group, its business and the transactions contemplated hereby other
than those expressly set forth in this Agreement.

                                 Article 6

                  Representations and Warranties of Purchasers

Each of the Purchasers for itself and not on behalf of any of the other
Purchasers severally represents and warrants to each of the Sellers as
follows, in each case as of the date hereof and the Closing Date:

6.1 Authorisation of Purchasers, Non-Contravention

           (a) Such Purchaser is a corporation duly incorporated, validly
existing and in good standing under the laws of the jurisdiction in which it
was incorporated and has all corporate powers and all material governmental
licenses, authorizations, permits, consents and approvals required to carry
on its business as now conducted.

           (b) The execution, delivery and performance by such Purchaser of
this Agreement and the consummation of the transactions contemplated hereby
are within the corporate powers of such Purchaser and have been duly
authorized by all necessary corporate action on the part of such Purchaser.
This Agreement constitutes a valid and binding agreement of such Purchaser.

           (c) The execution, delivery and performance by such Purchaser of
this Agreement and the consummation of the transactions contemplated hereby
require no material action by such Purchaser in respect of, or material
filing by such Purchaser with, any governmental body, agency or official
other than the compliance with any applicable requirements under merger
control laws as set forth in Sections 4.2 and 4.3.

           (d) The execution, delivery and performance by such Purchaser of
this Agreement and the consummation by it of the transactions contemplated
hereby do not and will not (i) violate the certificate of incorporation or
bylaws of such Purchaser, (ii) assuming compliance with any applicable merger
control laws, violate any applicable law, rule, regulation, judgement,
injunction, order or decree to which the relevant Purchaser is subject, or
(iii) require any consent or other action by any person under any agreement
or other instrument binding upon such Purchaser.

6.2 Litigation

     As at the date hereof there is no action, suit, investigation or
proceeding (other than merger control proceedings (if any) in respect of the
transaction contemplated hereby) pending against, or to the actual knowledge
of such Purchaser, threatened against or affecting such Purchaser before any
court or arbitrator or any governmental body, agency or official which in any
manner challenges or seeks to prevent, enjoin, alter or materially delay the
transactions contemplated by this Agreement.

6.3 Financial Capability

     Such Purchaser (except Memec Purchaser) has or will at Closing have
sufficient immediately available funds or binding and unconditional financing
commitments to pay the amounts referred to in Section 2.4 to the extent it
relates to the Divisions to be acquired by such Purchaser. True and complete
copies of the Committed Facilities for Memec Purchaser have been disclosed to
Sellers. These agreements have been duly executed on behalf of Memec
Purchaser and so far as Memec Purchaser is aware they have been duly executed
on behalf of the financing banks.

6.4 Finders' Fees

     Such Purchaser does not have any obligation or liability to pay any fees
or commissions to any broker, finder or agent with respect to any of the
transactions contemplated by this Agreement for which the Sellers could
become liable.

6.5 Purchaser

     Such Purchaser is purchasing the Sold Shares for investment for its own
account and not with a view to, or for sale in connection with, any
distribution thereof. Such Purchaser (either alone or together with its
advisors) has sufficient knowledge and experience in financial and business
matters so as to be capable of evaluating the merits and risks of its
investment in the Sold Shares and is capable of bearing the economic risks of
such investment. The Sellers acknowledge that the sole purpose of this
Section 6.5 is to ensure that the sale of the Sold Shares does not contravene
any US securities law and that the representation and warranty in this
Section 6.5 shall in no way limit or restrict the right of any Purchaser to
enforce any rights or recover under this Agreement.


                                  Article 7

                        Covenants; Certain Indemnities

7.1 Conduct of Business

     From the date hereof until and including the Closing Date, the Sellers
shall cause the Companies and the Subsidiaries to conduct their businesses in
the ordinary course consistent with past practice and to use their reasonable
efforts to preserve intact their business organizations and relationships
with third parties and to keep available the services of the Group's present
officers and employees (it being understood that subject to the compliance by
Sellers with the covenants in this Section 7.1, the risk of supplier,
customer and employee defections after the date hereof shall be borne by
Purchasers). Without limiting the generality of the foregoing, from the date
hereof until and including the Closing Date, except as disclosed in Exhibit
7.1 or contemplated by this Agreement, the Sellers will (i) cause each
Division to maintain capital expenditure in the ordinary course of each
Division's business, consistent with past practice, (ii) cause each Division
to maintain all policies of insurance in respect of all risks covered and in
place as at December 31, 1999 at levels of coverage equal to or in excess of
those maintained at that date, and (iii) will ensure that no Company or
Subsidiary will:

          (a) adopt or propose any change in its certificate of incorporation
or bylaws or pass any other shareholder resolutions (other than in respect of
matters expressly contemplated by this Agreement) or amend any term of any
outstanding or issued share or security of any Company or Subsidiary;

          (b) merge or consolidate with any other person, enter into any
recapitalization, reorganization, corporate restructuring, liquidation or
dissolution, or acquire, lease, license or otherwise purchase a material
amount of assets or property from any other person (except for inventory
purchased in the ordinary course of trading);

          (c) incur, assume or guarantee any indebtedness for borrowed money
other than (i) indebtedness incurred under existing credit lines as disclosed
in Exhibit 5.12 up to a maximum amount equal to the aggregate of any
borrowings under such credit lines as at March 31, 2000 or (ii) the Inter-
Group Debt incurred in accordance with Section 7.3 below;

          (d) sell, lease, license or otherwise dispose of any material
assets or property except pursuant to contracts or commitments existing at
the Effective Date or otherwise in the ordinary course of business consistent
with past practice; or create or permit to be created any encumbrance on any
asset other than in the ordinary course of trading consistent with past
practices;

          (e) make any loan, advance or capital contribution to or investment
in any company, entity or other person (other than any Company or Subsidiary)
exceeding in respect of any Division $ 100,000 in the aggregate;

          (f) change any method of accounting or accounting practice or
policy except as required by reason of a concurrent change in generally
accepted accounting principles;

          (g) reduce or change the existing insurance coverage, except for
normal changes within the ordinary course of business which do not adversely
affect the insurance coverage under a certain policy;

          (h) close the warehouse of Memec Plc at Thame, U.K.;

          (i) amend the existing agreements between the Companies and
Subsidiaries and the Atlas Europe Division or the Atlas US Division, except
for non-material adjustments within the ordinary course, consistent with past
practice; or

          (j) appoint, employ or elect (or cause to be elected) any new
director or officer or (except for employment engagements which are made to
replace employees or are otherwise necessary or appropriate in order to
continue the business within the ordinary course) employee who would, if
employed or acting in such position at the date of this Agreement, be listed
in Exhibit 5.10 (b) or terminate the employment or relationship of any such
director, officer or employee (other than for cause, including operational or
personal reasons or bad performance); or change (which, for these purposes,
shall include the exercise or agreement to exercise any discretion) the
compensation (including deferred compensation) or other benefits payable to
or the obligations or rights of:

             (i) any director or officer of any Company or Subsidiary or any
of the employees referred to in Section 5.10 (b); or

            (ii) a significant part of the workforce of a Division, in each
case other than changes made in the ordinary course of business consistent
with past practice;

           (k) increase or reduce the number of employees engaged in any
Division to any material degree or make any redundancies in respect of the
Companies and Subsidiaries which constitute, or in respect of any non-German
Companies and Subsidiaries would constitute, a change of operations
(Betriebsnderung) within the meaning of Sec. 111 German Shop Constitution
Act (Betriebsverfassungs-gesetz);

           (l) create, allot or issue or grant any option over or other right
to subscribe or purchase, or redeem or purchase, any share of any Company or
Subsidiary or securities convertible into such shares;

           (m) declare, set aside or pay any dividend or other distribution
(including any payments under a profit transfer agreement) with respect to
any shares of capital stock or shares in the capital of any Company or
Subsidiary or issue, sell, purchase, redeem or repurchase, repay or otherwise
acquire any equity securities or other shares, stock or securities of any of
the Companies or Subsidiaries (in each case other than any of the foregoing
to the extent it relates to any other Group Company);

           (n) make any financial or contractual commitment or capital
expenditure in respect of any information or computer system, IT software or
hardware or roll-out any information or computer system or IT software or
hardware, other than in the ordinary course and subject always to a maximum
aggregate amount of $ 1,000,000 per Division (which amount shall include any
costs of the J.D.  Edwards software as referred to in Exhibit 5.18, except
for any such costs incurred by the Wyle Systems Division and not exceeding $
1,000,000 per month);

           (o) incur, suffer or make any Pre-Closing Non-Recurring Charge;

           (p) make any capital expenditures, by additions or improvements to
property, plant and equipment in excess of $ 15,000,000 in the aggregate
(such amount excluding any amounts paid or incurred under paragraph (n)) for
the Divisions to be acquired by each respective Purchaser, in each case for
the period from the date hereof up to February 28, 2001 and each subsequent
seven month period;

           (q) use cash other than in the ordinary course of business or to
reduce External Debt or Inter-Group Debt;

           (r) settle the litigation referred to in section IV. 4 of Exhibit
5.9 (Lemelson);

           (s) continue the marketing and roll-out of the Wyle brand under
the contract with the Idea Lab;

           (t) grant (i) any bonuses relating to the sale of the Group or
stay bonuses or (ii) any other bonuses (other than in the ordinary course and
consistent with past practice) to directors, officers or employees of any
Group Company or to any HQ Employee;

           (u) agree to any arrangements under which (i) Sig. F. Corrella
Mirabet is granted any option, or right to subscribe, or right to purchase,
any shares or other securities in the capital of any Group Company in the RKE
Division or (ii) any Group Company purchases the shares held by Sig. F.
Corrella Mirabet in RK Distribucion de Componentes S.A. for an amount
exceeding $ 20,000 in aggregate; or

           (v) agree or commit to do any of the foregoing.

     The Sellers covenant that promptly after the date hereof they will
instruct the senior management of the Divisions to ensure that the Companies
and Subsidiaries will not, as from the date hereof, permit any transfer of
employment of any employee of any Division to another Division.

7.2 Preparation of Additional Financial Statements; Access to Information

          (a) Sellers shall at the Sellers' cost cause the Companies to
prepare, without undue delay after the date hereof and in any event by no
later than two months after the date hereof, US GAAP financial statements of
each Division for the period ended on December 31, 1999, and cause that they
are audited by PricewaterhouseCoopers LLP. Sellers shall use their best
efforts to procure that such financial statements, together with the audit
report by PricewaterhouseCoopers LLP, will be available by no later than two
months after the date hereof. In addition, upon the Purchasers' request, the
Sellers shall, at the relevant Purchaser's cost, cause the Companies to
prepare, as soon as practicable, and to cause the same to be audited by
PriceWaterhouseCoopers LLP, US GAAP financial statements with respect to
periods prior to 1999. Any financial statements prepared in accordance with
this Section 7.2 (a) shall be prepared in accordance with the accounting
principles used in the preparation of the 1999 US GAAP Group Financial
Statements.

     If and to the extent the Closing has not occurred by December 31, 2000,
upon the Purchasers' request, Sellers shall instruct the Companies to
prepare, at the relevant Purchaser's cost and as soon as practicable, US GAAP
financial statements of the relevant Divisions for the period ended on
December 31, 2000 and to cause that they are audited by
PricewaterhouseCoopers LLP. These financial statements shall be prepared in
accordance with the accounting principles used in the preparation of the
relevant divisional financial statements for the period ended on December 31,
1999, as referred to above.

          (b) In the period between the date hereof and the Closing Date, the
Sellers will afford promptly to the Purchasers and their advisers and
representatives reasonable access, upon reasonable advance notice, to books
of account, financial and other records (including, without limitation,
accountant's work papers), information, employees, facilities and auditors of
the Group Companies including, without limitation, (i) for Purchasers to
review the Effective Date Financial Statements, the Effective Date
Certificates and the financial statements as referred to in subsection (a)
above, (ii) in connection with any Purchaser's financing arrangements and/or
(iii) to assist any Purchaser in the preparation of an opening balance sheet
as at Closing and the interim unaudited financial statements for the period
prior to Closing; provided that any such access by Purchasers shall be at
Purchasers' cost and shall not unreasonably interfere with the conduct of the
business of Sellers or the Group.

          (c) After the Closing Date, each Purchaser and the Sellers (as the
case may be) will afford promptly to the Sellers and each Purchaser (as the
case may be) and their respective advisers and representatives reasonable
access, upon reasonable advance notice, to books of account, financial and
other records (including, without limitation, accountant's work papers),
information, employees and auditors of the Divisions acquired by the relevant
Purchaser or of the E.ON Group (as the case may be) to the extent necessary
for Sellers and the relevant Purchaser in connection with any reasonable
audit or other regulatory requirement of the E.ON Group or the relevant
Purchaser or the Divisions acquired by the relevant Purchaser (other than in
connection with any dispute or litigation in respect of any of the
transactions contemplated by this Agreement) and to assist the Purchasers in
the preparation of an opening balance sheet as at Closing and interim
unaudited financial statements for the period prior to Closing; provided that
any such access or assistance shall be at the cost of the Party being given
access or assistance and shall not unreasonably interfere with the conduct of
the business of Sellers or of the relevant Purchaser or the Divisions
acquired by it and provided further that any such access by Purchaser to
books, records, information, employees and auditors of the E.ON Group shall
include only information to the extent that it relates to the Group.

7.3 Inter-Group Debt

          (a) During the period between the Effective Date and the Closing
Date, Sellers covenant that they have ensured and shall ensure that the
existing credit lines as referred to in Section 5.14 have been and will
continue to be made available to the Group on the terms and conditions set
out in Exhibit 7.3 and that the E.ON Group has not and shall not permit any
increase in the Inter-Group Debt other than on the terms and conditions set
out in such Exhibit 7.3. Following the date of this Agreement up to the
Closing Date, Sellers shall procure that the E.ON Group shall make available
to the Divisions additional Inter-Group Debt up to the agreed levels set out
in Exhibit 7.3, provided that the Inter-Group Debt of the Divisions to be
acquired by any Purchaser shall not be increased beyond the agreed levels set
out in Exhibit 7.3. If any Pre-Closing Distribution is paid, the Sellers
shall procure that the E.ON Group shall, on payment of the Pre-Closing
Distribution, make available to the relevant Group Company Inter-Group Debt
equal to the amount of that Pre-Closing Distribution, and the amount of such
Inter-Group Debt shall not be taken into account in determining whether the
limits referred to in Exhibit 7.3 have been exceeded.

           (b) To the extent Inter-Group Debt at the Closing Date is
increased above the Effective Date Inter-Group Debt in accordance with the
terms and conditions referred to in Section 7.3 (a), the Sellers (or the
relevant members of the E.ON Group) shall be entitled, in accordance with
Section 7.3 (a), to receive interest at the rates referred to in Exhibit 7.3
(calculated on a daily basis and on the basis of a 365 day year) on the
amount of such increase. Such interest (to the extent accrued but unpaid at
Closing) shall be included in the calculation of Closing Date Inter-Group
Debt.

           (c) During the period between the Effective Date and the Closing
Date, the Sellers covenant that no Group Company has increased or will
increase the amount of or will incur any additional External Debt, save as
permitted under Section 7.1 (c), and they will ensure that no Group Company
will make any such increase for the purpose of repaying Inter-Group Debt.

           (d) The Sellers shall procure that as at the Closing Date, the net
debt and cash balances as between any Division and another Division shall be
nil and a Division is provided with adequate Inter-Group Debt to facilitate
payments required to ensure that such inter-divisional balances are nil.

7.4 Resignations

     On the Closing Date, the Sellers will deliver to the Purchasers the
resignations, effective at or prior to the Closing Date, of the board members
of the Companies listed in Exhibit 7.4. Such resignations shall be achieved
at no cost to the Purchasers or the Group.

7.5 Covenant not to Compete; Covenant not to Solicit

          (a) For a period of two years after the Closing Date, the Sellers
shall not (and shall cause the other companies of the E.ON Group from time to
time, for so long as they continue to be part of the E.ON Group, not to) be
directly or indirectly engaged or have an interest in any business which is
competitive with the business of any member of the Group as conducted as of
the Closing Date; provided, however, that

             (i) any activities of the E.ON Group which (A) are carried on at
the Closing Date (provided that they are described in Exhibit 7.5) or (B)
consist only of interests in or securities of any other company or entity
which do not exceed 10% of the equity or votes in such company or entity,
provided that no member of the E.ON Group or any representative of it has a
significant influence on the management of such company or entity;

            (ii) the acquisition (including by way of a merger) of an equity
interest of under 10% in an entity primarily engaged in a competing business
provided that such interest remains under 10% and no member of the E.ON Group
or any representative of it has a significant influence on the management of
such company or entity;

           (iii) the acquisition (including by way of merger) of a
controlling or non-controlling equity interest in an entity or group not
primarily involved in a competing business (provided that the earnings before
interest, taxes, depreciation and amortization (EBITDA) of the competing
business in the last financial year preceding the acquisition does not exceed
10% of the aggregate EBITDA of the acquired entity or group in such financial
year); and

           (iv) any activities of any Division retained by the Sellers (in
the event that and as long as this Agreement is not consummated in respect of
any such Division); shall be exempt from this covenant not to compete.

           (b) Subject to Section 7.23, for a period of two years after the
Closing Date, the Sellers shall not, and shall cause the other companies of
the E.ON Group at the relevant time not to (except in respect of publicly
listed stock corporations comprised in the E.ON Group (other than E.ON AG) at
the relevant time, where the Sellers shall use their reasonable efforts to
cause those other companies not to) for so long as they continue to be part
of the E.ON Group (i) solicit or contact with a view to his engagement or
employment by another person, any employee of any Group Company or any HQ
Employee or (ii) engage or employ any senior employee of any Group Company or
any HQ Employee employed by any Group Company or Purchaser or any of its
affiliates. This covenant shall not apply to employees who have been laid off
or terminated by any Group Company (or, if they are employed by any Purchaser
or affiliate of any Purchaser, laid off or terminated by such Purchaser or
affiliate of such Purchaser).

          (c) After the Closing Date the Sellers shall not, and shall cause
the other companies of the E.ON Group from time to time, for so long as they
continue to be part of the E.ON Group not to, use or (insofar as it can
reasonably do so) allow to be used any trade name used by a Company or a
Subsidiary at Closing or any other name intended or likely to be confused
with such a trade name (other than VEBA or Raab Karcher).

          (d) References to a member of the Group include its successors in
business.

          (e) Each undertaking in this Section 7.5 constitutes an entirely
independent undertaking and if one or more of the undertakings is held to be
against the public interest or unlawful or in any way an unreasonable
restraint of trade the remaining undertakings shall continue to bind the
Sellers.

          (f) If any of the restrictions set out in this Section 7.5 is void
but would be valid if some part of the restrictions were deleted the
restriction in question shall apply with such modification as may be
necessary to make it valid.

          (g) The Sellers acknowledge that the above provisions of Section
7.5 are no more extensive than is reasonable to protect the Purchasers as the
purchasers of the Sold Shares.

7.6 Confidentiality

     From the date hereof and for a period of five years after the Closing
Date, the Sellers and E.ON AG shall (and shall procure that the E.ON Group
from time to time shall) keep confidential and not disclose to any third
party any business or trade secrets of the Group, other than those which have
become publicly known through no fault of the Sellers, E.ON AG or any other
companies of the E.ON Group.

7.7 Use of Certain Marks and Names

     After the Closing Date, the Purchasers shall not permit the Group to use
the names VEBA and Raab Karcher, save that the Purchasers shall be entitled
for a period of six months after Closing to allow any Company or Subsidiary
to use any brochure, sales literature or letterhead or sell any products
which contain or carry such names, to use those names or any of those marks
or names as part of its internet domain and to use those names in describing
the businesses acquired by the Purchasers. E.ON AG covenants that neither it
nor any member of the E.ON Group will object to the use by Avnet or any of
its affiliates or any of the Group Companies in the Divisions to be purchased
by Avnet of the abbreviations "RK" or "RKE".

7.8 Release of VEBA Comfort Letters

     With effect as of the Closing Date, the relevant Purchaser shall
indemnify and hold harmless all members of the E.ON Group from all
guarantees, comfort letters and other securities of any kind which relate to
the business of the Divisions as transferred to the relevant Purchaser (or
any company nominated by the relevant Purchaser pursuant to Section 1.1(d))
and which have been provided by the E.ON Group in favor of any Company or
Subsidiary in the relevant Divisions acquired by such Purchaser to banks,
other financial institutions, suppliers, customers or other third parties and
listed in Exhibit 7.8 (together, the "VEBA Comfort Letters").

     With effect as of the Closing Date, E.ON AG shall indemnify and hold
harmless each of the Purchasers (and any company nominated by the relevant
Purchaser pursuant to Section 1.1(d)) and each Company and Subsidiary in the
relevant Divisions acquired by the relevant Purchaser against all
liabilities, costs and expenses arising from any guarantees, comfort letters
or other securities of any kind provided by any such Company or Subsidiary in
respect of any obligations of any member of the E.ON Group.

7.9 Termination of Control and Profit Transfer Agreements

     VEBA Electronics GmbH or VEBA Electronics Beteiligungs GmbH (as the case
may be) and Avnet or Memec Purchaser (as the case may be) shall ensure that
the control and profit transfer agreements referred to in Exhibit 5.1 (c)
will be terminated on and with effect from the Closing Date, for cause (aus
wichtigem Grund) as a result of the change of ownership or by agreement. If
and to the extent that any control and profit transfer agreement cannot be
terminated as from the Closing Date, the relevant Parties shall terminate
such agreement with effect as of the end of the current fiscal year, but will
treat each other as if such agreement had been terminated as from the Closing
Date. With effect from the Closing Date, each of such Purchasers (as the case
may be) shall indemnify and hold harmless VEBA Electronics GmbH or VEBA
Electronics Beteiligungs GmbH (as the case may be) from (i) any obligation
under German law in connection with the termination of the control and profit
transfer agreements to provide security to creditors of the relevant Group
Company in respect of liabilities related to the time prior to the Closing
Date, except to the extent that Sellers have to indemnify and hold harmless
Purchasers (and any company nominated by the relevant Purchaser pursuant to
Section 1.1(d)) from the underlying obligations and liabilities under this
Agreement, and (ii) any obligation pursuant to Section 302 German Stock
Corporation Act to compensate the relevant Group Companies for any net loss
(as shown on the relevant individual financial statements) arising in the
financial year 2000.

7.10 Certain Indemnities

     Sellers shall indemnify and hold harmless each of the Purchasers (and
any company nominated by the relevant Purchaser pursuant to Section 1.1 (d))
and each member of the Group from and against any of the following
liabilities:

           (a) any liability or cost relating to or arising from:

               (i) any payments or benefits made or promised to any current
or former director, officer or employee of any Group Company or any HQ
Employee which are or will be payable or arise directly (excluding payments
or benefits which are payable or arise only in the event that the employment
agreement is terminated, to the extent that such payments or benefits are, or
would not have to be, listed in Exhibit 5.10 (d)) as a result of the
transactions contemplated by this Agreement, except, however, for payments
(if any) under the EPU schemes referred to in Section 5.11 (d); for the
avoidance of doubt, the indemnity in this subsection (i) shall include the
bonuses payable to S. Biddiscombe and referred to in the emails of February
2, 2000 and May 15, 2000 referred to in Exhibit 5.10 (d);

              (ii) any bonus payments made or promised after the date of this
Agreement to any current or former director, officer or employee of any Group
Company or any HQ Employee, other than bonus payments made or promised in the
ordinary course of business and consistent with past practice over the last
three years;

             (iii) any payments to any HQ Employees as a result of the
transformation of the variable portion of their salary into fixed salary, as
referred to in the last paragraph of Exhibit 5.10 (d) VIII; and

              (iv) the employment or termination of employment of any of Dr.
Pohl, Mr. Borsboom, Mr. Fecher and Ms Oestreicher, including in respect of
any bonus or EPU entitlement of any such person, provided that subsection (i)
of this indemnity shall not extend to any stay bonus (being a bonus that has
been granted as an incentive to remain employed, but is not dependent on the
change of control of any member of the Group) that has been granted to any
person before the date of this Agreement;

          (b) any losses, liabilities, damages, costs and expenses (including
any claims for taxation) whether current or contingent, which relate to the
disposal of any business by any member of the Group prior to the Effective
Date which business does not relate to the distribution of electronic systems
or electronics components;

          (c) losses, liabilities or costs which relate to any business of
any member of the E.ON Group other than the businesses carried on by the
Divisions; and

          (d) any losses, liabilities, costs and expenses arising out of or
relating to any liability or obligation of VEBA Electronics LLC, other than
those liabilities or obligations assumed by Arrow or any other Purchaser
pursuant to Section 1.1 (b) or Section 7.23.

7.11 Avnet Indemnity

          (a) Subject to subsection (b) below, the Sellers shall indemnify
and hold harmless Avnet and any company nominated by Avnet pursuant to
Section 1.1(d) and any Group Company to be purchased by Avnet (or any such
nominated company) and any subsidiary of any such Group Company (other than
the RKE Division) (the "Avnet Indemnified Parties") from all (after-tax)
liabilities, damages and reasonable costs and expenses (excluding, for the
avoidance of doubt, lost profits or consequential damages, other than to the
extent that the lost profits or consequential damages are the subject of a
claim by or liability to a third party) suffered or incurred before or after
Closing in connection with any matter referred to in Part X of Exhibit 5 (a).

          (b) Each of the Purchasers (or any company nominated by the
relevant Purchaser under Section 1.1(d)) shall bear 10% of any liability
under this Section 7.11 and the Sellers shall bear 70% of any such liability
provided that:

              (i) the maximum liability of any Purchaser (together with any
such nominated company) under this Section 7.11 shall not exceed $ 3,500,000
and any excess shall be borne by the Sellers;

             (ii) if this Agreement is terminated in respect of Memec
Purchaser or Arrow, such liability of Memec Purchaser or Arrow (or any such
nominated company) shall not apply to any such Purchaser who does not
complete the Closing of this Agreement and the percentage of the liability
under this Section 7.11 borne by each of the Purchasers who complete the
Closing of this Agreement shall increase from 10% to 15%; and

            (iii) if a claim is made under this Section 7.11 more than 7
years (but not more than 10 years) after Closing in respect of Avnet, such
liability of Memec Purchaser and Arrow (or any such nominated company) shall
not apply and such liability shall be borne by the Sellers.

7.12 Wyle/Avnet Litigation

          (a) In respect of the legal action Avnet Inc. v. John Imman et al.
(claim reference 13th Jud.Cir., Fla., Div.D., No. 93 4396) including claims
for costs and/or attorney fees (the "Wyle/Avnet Litigation"), the Sellers
shall as promptly as practicable after the date hereof (and using their best
efforts to do so within five business days after the date hereof) cause all
relevant members of the E.ON Group and all relevant Group Companies, and use
all reasonable efforts to cause the individual parties to the Wyle/Avnet
Litigation, and Avnet shall agree to take all actions necessary to settle all
proceedings in respect of the Wyle/Avnet Litigation and all claims and
liabilities in respect of it with no payment being made by any party to the
Wyle/Avnet Litigation to any other such party in respect thereof.

          (b) If any individual party to the Wyle/Avnet Litigation does not
settle (in accordance with subsection (a) above) and any attorney's fees and
expenses are awarded by the competent court and paid to any such individual
by Avnet, the Sellers shall procure that to the extent that:

              (i) any member of the E.ON Group; or

              (ii) Wyle Electronics (but only in the event that this
Agreement is terminated in respect of Arrow), is paid any sum in respect of
such amount by or on behalf of any such individual, such sum shall be paid
forthwith to Avnet (or as it may direct) by the Sellers or by Wyle
Electronics, as the case may be.

7.13 Poing Warehouse

     The Sellers and Avnet shall procure on the Closing Date that the
existing lease agreements between Viterra Aktiengesellschaft (previously Raab
Karcher AG) and (i) EBV-Elektronik GmbH (dated October 18/26, 1999) and (ii)
Atlas Logistik Services GmbH (dated May 14/25, 1999) shall be amended, with
effect as of the Closing Date, as set forth in Exhibit 7.13.

7.14 Environmental Indemnity

          (a) Subject to the conditions set forth in this Section 7.14,
Sellers hereby agree to indemnify each of the Purchasers (and any company
nominated by the relevant Purchaser pursuant to Section 1.1(d)), the
Companies and the Subsidiaries against (i) any Clean-Up Costs relating to
Environmental Pollution (both as defined below) and (ii) Non-Compliance Costs
(as defined below). The indemnification obligation of Sellers under this
Section 7.14 (a) shall in each case be limited to 85% of such costs and
Purchasers shall bear the remaining 15%, but only up to a maximum aggregate
amount of $ 3 million for all indemnification claims of Purchasers under this
Section 7.14 (a). To the extent such claims exceed $ 3 million in aggregate,
the Sellers shall be liable for the excess. Sellers shall only be liable for
any claims for any Clean-Up Costs or Non-Compliance Costs if the liability
for such costs exceeds, with respect to each individual matter, an amount of
$ 100,000, in which case the whole of (and not merely the excess over) $
100,000 shall be recoverable (subject to the cost sharing provision above).
For this purpose, any liability arising out of similar or related
circumstances and related to the same property shall be aggregated. Except
for Sections 8.1 (e), 8.3 (c) and paragraphs (f), (h), (i) and (j) of this
Section 7.14, which shall apply, none of the limitations in this Agreement
shall apply to any Clean-Up Costs and Non-Compliance Costs related to the
matters disclosed in Exhibit 5.8.

          (b) "Environmental Pollution" shall mean any pollution for which
any of the Companies or Subsidiaries is responsible or liable of the land,
buildings, structures or ground or surface water and which existed or arose
on or before the Closing Date.

          (c) "Clean-up Costs" shall be any expenditures and costs of any of
the Companies or Subsidiaries:

     - for investigating, delineating, limiting, containing, removing or
disposing of Environmental Pollution, including the transportation, storage
and treatment of polluted soil and building materials; and

     - which have been incurred after the Effective Date in order to satisfy
or comply with legal requirements, provided that, in respect of the period
after the Closing Date, they have taken all reasonable steps to keep such
expenditures and costs as low as reasonably practicable.

          (d) "Non-Compliance Costs" shall be any costs and expenditures
reasonably incurred after the Effective Date by any of the Companies or
Subsidiaries and relating to the failure to comply by any of the Companies or
Subsidiaries with, or any breach by any Companies or Subsidiaries of, in each
case, for periods prior to the Closing Date, any permits, licences,
authorisations, consents, applicable laws, regulations, orders or decrees
relating to the environment, preservation or reclamation of natural
resources, or to the production, use, storage, labelling, transportation,
management or disposal of hazardous substances to the extent such costs and
expenditures are not Clean-Up Costs (such failure to comply being "Non-
Compliance"), provided that after the Closing Date the Purchasers shall use
their reasonable endeavours to mitigate the Non-Compliance Costs.

          (e) Sellers shall only be obligated to indemnify the Purchasers
(and any company nominated by the relevant Purchaser pursuant to Section
1.1(d)), the Companies and the Subsidiaries from any Clean-Up Costs or Non-
Compliance Costs if and to the extent that (i) the Companies' or
Subsidiaries' liability with respect to Clean-Up Costs or Non-Compliance
Costs has been established by an enforceable decision, order, directive,
consent, agreement or similar action by any court or governmental authority
or (ii) proceedings against a Company or Subsidiary are pending before any
court or governmental authority and there is a reasonable likelihood that
such a decision, order of directive will be forthcoming. For this purpose,
proceedings will be deemed to have been commenced if any such court or
authority has served any notice or demand in respect of any such costs.

          (f) Sellers shall be given verifiable evidence of any costs in
accordance with Sections 7.14 (c) and 7.14 (d). Sellers are entitled to have
the costs checked by their own authorised agent or by an expert who, on
request, shall be allowed reasonable access to the relevant properties,
documentation and personnel for the purposes of verification.

          (g) If, in case of property leased by a Group Company, there is
reasonable evidence that the Environmental Pollution has not been caused by a
Company or Subsidiary but that any landlord of the leased property is liable
to the Company or the Subsidiary for the Environmental Pollution, the
relevant Purchaser shall first use all reasonable efforts (including
litigation) to recover the relevant Clean-Up Costs from the landlord, unless
such efforts would not have any reasonable chance of success (e.g. in case of
the landlord's bankruptcy).

          (h) The Purchasers shall procure that any Company or Subsidiary
that has any claim against any third party (other than the landlord or member
of the E.ON Group) in respect of Clean-Up Costs shall assign such claim to
the relevant Seller, provided that the Sellers have reimbursed the Purchasers
or relevant Company or Subsidiary in respect of those Clean-Up Costs and
reasonable external costs in respect of such claim.

          (i) The amount of indemnification/reimbursement paid or due by the
Sellers under this Section 7.14 will be repaid or reduced to the extent of
any compensation claims the Companies or Subsidiaries successfully recover
against third parties (net of reasonable costs of recovery from the third
party).

          (j) In the event of administrative proceedings or third party
claims relating to Environmental Pollution or Non-Compliance as described
above, the Purchasers shall keep and shall procure that the Companies and the
Subsidiaries keep the Sellers informed about the status of such proceedings
or such third party claims and notify the Sellers as soon as practicable in
writing of the issuance of any administrative order and any claims made by
third parties relating to Environmental Pollution or Non-Compliance.

7.15 Further Assurances

     Subject to the terms and conditions of this Agreement, Purchasers and
Sellers will use their respective reasonable efforts to take, or cause to be
taken, all actions and to do, or cause to be done, all things necessary under
applicable laws and regulations to consummate the transactions contemplated
by this Agreement. Sellers and Purchasers agree, and Sellers, prior to the
Closing, and Purchasers, after the Closing, agree to cause the Group (and
Sellers shall cause the E.ON Group), to execute and deliver such other
documents, certificates, agreements and other writings and to take such other
actions as may be necessary or desirable in order to consummate or implement
expeditiously the transactions contemplated by this Agreement. Sellers shall
cause the Companies and Subsidiaries to cooperate with Purchasers, in the
period between the date hereof and the Closing Date, in order to ensure, to
the extent possible and practicable, continuity in the supplier, customer and
employee relationships of the Group. Nothing in this Section 7.15 shall apply
in connection with any applicable merger control laws or any requirement of
any authority with regard to any merger control process or proceeding.

7.16 Certain Assets Owned by the E.ON Group

     Except for any assets leased or licenced by any member of the E.ON Group
to any Group Company (provided that the respective lease or licence
agreements are expressly disclosed in this Agreement) and except as expressly
otherwise provided in this Agreement, the Sellers covenant that to the extent
any member of the E.ON Group owns any assets used primarily by or in
connection with the business of any of the Divisions, the Sellers shall cause
the relevant member of the E.ON Group to notify the relevant Purchaser and
shall transfer at or prior to Closing any such asset to a Group Company
nominated by such Purchaser without charge.

7.17 Notices under Insurance Policies

     The Sellers shall cause to be given all notices required to be given
under any policy of insurance maintained in respect of the assets, business
or liabilities of any Group Company to ensure that such assets, business or
liabilities continue to be covered under such policies in respect of claims
relating to or arising in the period up to and including Closing
notwithstanding the execution of this Agreement or Closing.

7.18 Employee Bodies

     The Sellers shall inform the Purchasers prior to the Closing Date if any
workers' council, economic committee or other employee body at any Group
Company is established between the date hereof and the Closing Date and shall
procure that the relevant Group Company will comply with any legal
requirement to inform, or consult with, any works' council, economic
committee or other employee body in connection with this Agreement or the
transactions contemplated hereby.

7.19 APRISA

     The Sellers shall co-operate with Memec Purchaser in implementing the
arrangements agreed with APRISA, Inc. in relation to the assignment to Memec
LLC of the exclusive marketing and distribution agreement dated April 12,
2000, between APRISA, Inc. and VEBA Electronics LLC and the transfer of all
of the shares held by VEBA Electronics LLC in APRISA, Inc. to Memec LLC prior
to or at Closing.

7.20 Satisfaction of Memec Financing Conditions

     Prior to Closing the Sellers shall co-operate and procure that the
relevant Group Companies shall provide such co-operation to Memec Purchaser
as may be reasonably requested by Memec Purchaser to enable such Purchaser to
satisfy the condition set out in Section 4.3 (a) (iv), provided, however,
that Sellers shall be under no obligation to assume any liability to Memec
Purchaser or the financing banks.

7.21 Memec Acquisitions

     The Sellers shall not take any action prior to Closing which would
prohibit or otherwise prevent any member of the Memec Division from entering
into any agreement or completing any of the acquisitions referred to in
Exhibit 7.1.

7.22 Hyperion Licence

     VEBA Electronics LLC shall, and the Sellers shall procure that any
relevant member of the E.ON Group shall, (i) to the extent requested by the
Purchasers, cooperate with the relevant Purchasers in the assumption by the
relevant Purchasers of the Software Licence Agreement, dated August 10, 1999,
between VEBA Electronics LLC and Hyperion Solutions Corporations and (ii) use
commercially reasonable efforts to continue to provide the relevant Group
Companies with access to, and use of, the systems subject to the Hyperion
licence for a period of nine months following Closing. The relevant
Purchasers shall indemnify VEBA Electronics LLC and any relevant members of
the E.ON Group from any liabilities, losses, damages, costs and expenses
incurred by it as a result of the access to and use of these systems by Group
Companies during this period.

7.23 VEBA Electronics LLC Employees

          (a) Except to the extent indemnified by the Sellers under Section
7.10 (a), as from the Closing Date, Arrow (or any other Purchaser, if the
Purchasers so decide) shall reimburse VEBA Electronics LLC for all costs of
employment (which have been, or would not have to be, disclosed to Purchasers
under Section 5.10 (b)) of the HQ Employees (as defined in paragraph (d)
below) relating to the period between the Effective Date and the Closing
Date, provided, however, that, if only Arrow or Avnet completes the Closing,
such costs of employment shall be dealt with in the Transitional and
Separation Arrangements to be agreed as a condition of such Closing without
reference to the Expert.

          (b) Prior to the Closing Date, Arrow (or any other Purchaser) may
offer to employ any of the HQ Employees, as defined below, with effect as of
the Closing Date.  VEBA Electronics LLC shall co-operate with the Purchasers
in the making of any such offers. From the day of this Agreement until the
Closing Date, the Sellers shall not, and shall procure that no member of the
E.ON Group shall, without the prior written consent of the Purchasers, hold
any discussions with any of the HQ Employees regarding employment by any
member of the E.ON Group.

          (c) If, for any reason (including as a result of the Purchasers'
failure to make an offer in accordance with paragraph (b) or the relevant HQ
Employee's rejection of such offer), any of the HQ Employees are not employed
by any Purchaser, then, without prejudice to the rights of such employees
against any party, Arrow (or, if the transactions contemplated hereby cannot
be consummated in respect of Arrow, any other Purchaser as agreed in the
Transitional and Separation Agreements) shall indemnify VEBA Electronics LLC
from any compensation (including any bonuses, payments under EPU schemes or
benefits) relating to the period after the Closing Date and any severance
benefits and notice pay with respect to such HQ Employees, in each case under
applicable employment agreements and severance policies of VEBA Electronics
LLC in effect as of the date hereof, provided that such compensation,
severance benefit and notice pay are, or would not have to be, disclosed in
Exhibit 5.10 (b) (save for amounts referred to in Section 7.10 (a) (i) and
(ii)). This paragraph (b) shall not apply with respect to any HQ Employee who
remains in the employment of any member of the E.ON Group after a period of
two months after the Closing Date, unless notice to terminate such employment
has been given by the E.ON Group to the relevant HQ Employee within such
period and the employment is so terminated as soon as possible and in any
event no later than the expiry of the notice period applicable to the
relevant employee.

          (d) For purposes of this Agreement, the term "HQ Employees" shall
mean those individuals employed by VEBA Electronics LLC as listed in Exhibit
7.23.

          (e) The Sellers shall use their reasonable efforts to procure that,
until the expiry of a period of 3 months from the date on which the Closing
Certificates are determined in accordance with Article 3, (i) Maria
Oestreicher shall devote such of her time to the affairs of the Group
(including in respect of the Effective Date Financial Statements, Effective
Date Certificates and the Closing Certificates) and (ii) the Purchasers shall
have access to her, in each case as the Purchasers shall reasonably request.

          (f) For the purposes of this Agreement, references to Arrow or any
other Purchaser offering to employ or employing any HQ Employee shall include
any such offer of employment by any affiliate of such Purchaser.

7.24 Forex and Hedging Contracts

          (a) The Sellers shall indemnify the Purchasers (and any company
nominated by the relevant Purchaser pursuant to Section 1.1(d)) and each of
the Group Companies against any losses arising from any foreign exchange,
interest rate hedging or similar arrangements ("Forex and Hedging Contracts")
entered into by any Group Company prior to the Closing Date.

          (b) To the extent that any Group Company makes any gain on any
Forex and Hedging Contract entered into by any Group Company prior to the
Closing Date, the relevant Purchaser (and any company nominated by the
relevant Purchaser pursuant to Section 1.1(d)) shall (or procure that the
relevant Group Company shall) make a payment to the relevant Seller of an
amount equal to such gain (after deduction of any tax and expenses incurred
on any such gain).

          (c) Paragraphs (a) and (b) shall not apply to the extent
(determined by reference to the specific amount) the relevant Forex or
Hedging Contracts were entered into in connection with any matching contract
or arrangement.

7.25 US 401 (k) Plans

          (a) Except as provided below in Section 7.25(c), as soon as
practicable after the Closing Date, (i) Arrow shall establish or designate an
individual account plan (the "Arrow Plan") and related trust for the benefit
of the current and former employees (the "VEBA Employees") of VEBA
Electronics LLC, Wyle Electronics, Atlas Services LLC, Atlas Business
Services LLC, and EBV Electronics Holdings, Inc. and their respective
Subsidiaries who were participants in the VEBA Electronics LLC 401 (k) Plan
(the "VEBA Plan") as of the Closing Date (and their beneficiaries) and (ii)
Sellers shall cause the trustee under the VEBA Plan to transfer to the trust
under the Arrow Plan, in the form of cash (or such other form as may be
agreed by the sponsor of the Arrow Plan), the full account balances of the
VEBA Employees under the VEBA Plan and Arrow shall take all actions necessary
to cause the Arrow Plan and related trust to accept such transfer. As a
condition to the transfer provided herein, if so requested, Arrow shall
provide to Sellers with respect to the Arrow Plan, and Sellers shall provide
Arrow with respect to the VEBA Plan, a copy of an IRS determination letter
(or, in the absence of a current determination letter, an affidavit stating
that to the knowledge of the plan sponsor no basis exists that would cause
the plan to fail to qualify under the Code). Notwithstanding anything to the
contrary, the requirements of this Section shall be void if the Sellers and
Arrow agree in writing that the transfer provided in this Section shall not
be made (provided that Arrow shall not unreasonably withhold its agreement to
any reasonable request by Sellers that the transfer not be made). In
consideration for the transfer of assets described herein, Arrow shall,
effective as of the date of such transfer, assume all of the obligations of
Sellers and any of their affiliates in respect of the account balances
accumulated by VEBA Employees under the VEBA Plan.

          (b) As soon as practicable after the Closing Date (i) Memec
Purchaser shall establish or designate an individual account plan (the "Memec
Plan") and related trust for the benefit of the current and former employees
(the "Memec Employees") of Memec LLC and, to the extent provided in Section
7.25 (c), Atlas Services LLC and Atlas Business Services LLC and their
respective Subsidiaries who were participants in the VEBA Plan as of the
Closing Date (and their beneficiaries) and (ii) Sellers shall cause the
trustee under the VEBA Plan to transfer to the trust under the Memec Plan, in
the form of cash (or such other form as may be agreed by the sponsor of the
Memec Plan), the full account balances of the Memec Employees under the VEBA
Plan and the Memec Purchaser shall take all actions necessary to cause the
Memec Plan and related trust to accept such transfer. As a condition to the
transfer provided herein, if so requested, the Memec Purchaser shall provide
to Sellers with respect to the Memec Plan, and Sellers shall provide the
Memec Purchaser with respect to the VEBA Plan, a copy of an IRS determination
letter (or, in the absence of a current determination letter, an affidavit
stating that to the knowledge of the plan sponsor no basis exists that would
cause the plan to fail to qualify under the Code). Notwithstanding anything
to the contrary, the requirements of this Section shall be void if the
Sellers and the Memec Purchaser agree in writing that the transfer provided
in this Section shall not be made (provided that the Memec Purchaser shall
not unreasonably withhold their agreement to any reasonable request by
Sellers that the transfer not be made). In consideration for the transfer of
assets described herein, the Memec Purchaser shall, effective as of the date
of such transfer, assume all of the obligations of Sellers and any of their
affiliates in respect of the account balances accumulated by Memec Employees
under the VEBA Plan.

          (c) Notwithstanding anything to the contrary contained in Sections
7.25(a) and (b), with respect to each of the current and former employees of
Atlas Services LLC and Atlas Business Services LLC, Arrow and the Memec
Purchaser shall together determine which of the Arrow Plan and the Memec Plan
should accept the transfer of such employees' account balances, provided,
however, that if Arrow and the Memec Purchaser do not agree on which of the
Arrow Plan and the Memec Plan will accept the transfer of any such current or
former employee's account, such account shall be transferred to the Arrow
Plan.


                                 Article 8

                              Indemnification

8.1 Indemnification by Sellers

           (a) The Sellers shall indemnify and hold harmless each Purchaser,
any company nominated by the relevant Purchaser pursuant to Section 1.1(d)
and each member of the Group from and against any liabilities, damages
(including lost profits, but excluding any unreasonably remote lost profits
or any other indirect consequential damages, such as lost profits or other
consequential damages which are determined on the basis of earnings
projections or price-earnings ratios for any Divisions,) and reasonable costs
and expenses (collectively the "Losses"), free of and without any rights of
counterclaim or set-off and without deduction or withholding on any grounds
whatsoever, save to the extent that they relate to matters expressly provided
for in this Article 8 in respect of the determination of Losses or the
procedure for claiming such Losses, asserted against, suffered or incurred by
any Purchaser, any company nominated by a relevant Purchaser pursuant to
Section 1.1(d) or any member of the Group which arises out of a breach of any
representation, warranty, covenant or agreement of the Sellers or any of them
contained in this Agreement. The Sellers shall not be liable for any Losses
to the extent that such Losses are reflected in any adjustment of the
purchase price under Article 2.

           (b) The Sellers shall only be liable for any Losses (arising from
a breach of any representation and warranty contained in Article 5 or of any
covenant contained in Section 7.1 or Tax Losses (arising under Section 9.5
(a) (iii)), if (i) any such Losses or Tax Losses with respect to an
individual matter exceed an amount of $ 200,000 for Losses under Article 5
(other than in respect of Section 5.18 in respect of the period since the
Effective Date) or $ 100,000 for Losses under Section 5.18 in respect of the
period since the Effective Date or under Section 7.1 or Tax Losses under
Section 9.5 (a) (iii) (provided that in each such case for this purpose,
Losses or Tax Losses arising out of similar or related circumstances shall be
aggregated) in which case the whole of (and not merely the excess over) $
200,000 or $ 100,000 (as the case may be) shall be recoverable and (ii) to
the extent that the aggregate of all Losses (other than those where liability
is excluded as referred to in (i) above) arising from a breach of the
representations and warranties contained in Article 5 and all Tax Losses
arising under Section 9.5 (a) (iii) exceed $ 20,000,000. Section 8.1 (b) (ii)
shall not apply to the Sellers' liability arising from a breach of the
representations and warranties in Section 5.18 in respect of the period on or
after the Effective Date.

           (c) If any Tax Losses under any of the indemnities contained in
Article 9 other than Section 9.5 (a) (iii) arise from any Tax audit or other
Tax related proceedings, the Sellers shall only be liable for such Tax Losses
if they exceed in each case $ 100,000 (in which case the entire amount shall
be recoverable), provided, however, that the Sellers shall only be entitled
to apply this threshold to five such Tax audits or Tax related proceedings.
This paragraph (c) shall not apply to Tax Losses with respect to any Tax
payable in Germany, the United Kingdom or the United States of America, in
respect of which no threshold for claims shall apply.

           (d) The Sellers' liability for the breach of any representation
and warranty, covenant, indemnity and other agreement contained in this
Agreement and under the indemnities in Section 7.10, except for any liability
under Section 7.5 (Covenant Not to Compete, Covenant not to Solicit), Section
7.12 (Environmental Indemnity) and Article 9 (Taxes), shall be limited to an
aggregate amount of $ 750 million.

           (e) Subsections (b) and (d) of this Section 8.1 shall not apply to
the Sellers' liability under Section 1 (Agreement to Sell and Purchase) or
arising from a breach of the representations and warranties contained in
Sections 5.1, 5.2 and 5.3 (corporate organization, share ownership and
authorization/non-contravention) or in respect of the indemnity in Section
7.11 (Avnet Indemnity), provided, however, that such liability of the Sellers
shall be limited, together with any other liability under this Agreement, to
an aggregate amount equal to the sum of the Final Share Purchase Price and
the Closing Date Inter-Group Debt payable by Purchasers under Article 2.

           (f) None of the limitations contained in subsections (b), (c) and
(d) of this Section 8.1 or in Section 8.3 shall apply to the Sellers'
liability arising under this Agreement in cases of fraud or deliberate
concealment by any Seller or E.ON AG or any of their respective officers,
agents, employees or advisers (excluding, for the avoidance of doubt, any
directors (other than any directors referred to in Section 7.4), officers or
employees of the Group) who have acted on behalf of any Seller or E.ON AG in
connection with the negotiation or conclusion of this Agreement.

           (g) The legal concepts set out in sections 460 and 464 of the BGB
shall not apply to this Agreement. Sellers shall, however, not be liable for
the breach of any representation and warranty contained in Section 5 of this
Agreement if and to the extent that any Purchaser, based on its knowledge of
the matter giving rise to the breach and assuming its knowledge of this
Agreement, knew or ought reasonably to have known at the date of this
Agreement that there was a breach of a representation and warranty relating
to any of the Divisions acquired by such Purchaser. Purchasers' knowledge is
defined as the actual knowledge of the persons listed against such
Purchaser's name in Exhibit 8.1 (Part 1), after inquiry with such Purchaser's
officers, employees, representatives and advisers listed in Exhibit 8.1 (Part
2). Without limiting the generality of the foregoing, such Purchaser shall be
deemed to have knowledge of all matters which are disclosed, in reasonably
sufficient detail, in any due diligence report prepared for it by such
Purchasers' employees, representatives or advisers prior to the date hereof.
For the avoidance of doubt, the knowledge of a Purchaser (after such inquiry)
shall not be attributed to any other Purchaser.

           (h) Unless expressly otherwise provided in this Agreement, the
Losses to be compensated hereunder shall be determined as provided under
applicable law (including, to the extent provided under such applicable law,
by taking into account any offset of future advantages or benefits arising as
a result of the event or circumstances causing such Losses).

8.2 Indemnification by Purchaser

     Subject to the provisions contained in Sections 8.3 to 8.5 (inclusive),
each Purchaser shall indemnify and hold harmless the Sellers from and against
any Losses asserted against, suffered or incurred by the Sellers which arise
out of a breach of any representation, warranty, covenant or agreement by
that Purchaser contained in this Agreement. In addition, Arrow (or the
relevant Purchaser with respect to HQ Employees employed by such Purchaser in
accordance with Section 7.23) agrees to indemnify and hold harmless the
Sellers and E.ON AG from and against any Losses asserted against, suffered or
incurred by the Sellers or E.ON AG which arise out of or in connection with
(i) any asset, agreement, obligation or liability of VEBA Electronics LLC
assumed by Arrow pursuant to Section 1.1 (b) of this Agreement, and (ii) the
liabilities with respect to any compensation, benefits and severance payments
to any HQ Employees who accept an offer of employment made by any Purchaser
pursuant to Section 7.23 (a) under this Agreement (save for amounts referred
to in Section 7.10 (a) (i) and (ii)), provided that VEBA Electronics LLC
shall assign, or cause to be assigned, to Arrow (or any other relevant
Purchaser (or any company nominated by the relevant Purchaser pursuant to
Section 1.1(d)) any benefits provided under arrangements which are insured,
either through stop-loss coverage or otherwise.

8.3 Limitation Periods

     The representations and warranties, covenants, indemnities and other
agreements of the Parties (including all claims and remedies with respect
thereto) under this Agreement shall be subject to the following limitation
periods:

          (a) Subject to paragraphs (c) and (d) below, all representations
and warranties of the Parties in Articles 5 and 6 and the Sellers' covenants
in Section 7.1 (including all claims and remedies with respect thereto) shall
be time-barred upon expiration of a period of 18 months after the Closing
Date.

          (b) The representations and warranties of the Sellers under Section
5.2 (a) (ownership of shares and absence of third-party rights in shares) and
the indemnity in Section 7.11 shall be subject to a limitation period of ten
years after the Closing Date (in the case of Section 7.11, the Closing Date
being in respect of the Closing with Avnet).

          (c) The representations, warranties and indemnities under Article 9
(Taxes) shall be time-barred as set forth in Section 9.9 below.

          (d) The representations, warranties and indemnities under Section
5.8 (Environmental Matters) and 7.14 (Environmental Indemnity) shall be
subject to a limitation period of five years after the Closing Date.

          (e) All other covenants, indemnities and agreements hereunder shall
be subject to a limitation period of five years after the Closing Date.

     Any such limitation period will be interrupted (unterbrochen) (a) in
respect of any claim (other than any claim under any indemnity in Article 7
or 9) in the event that a notice of the claim has been given in accordance
with Section 8.4 below or (b) in respect of any claim under Article 7 or 9 in
the event that notice of the claim has been given to the Sellers describing
the claim in reasonable detail (as available) and, to the extent then
reasonably feasible, setting forth the estimated amount of such claim. In
case of such a notice, a new limitation period of one year following such
notice shall apply in respect of the relevant claim, which shall expire on
the later of (i) the first anniversary following such notice and (ii) the
applicable limitation period set forth in paragraphs (a) - (e) of this
Section 8.3. The new limitation period can only be interrupted in accordance
with applicable law (e.g. by filing a claim with the competent court).

8.4 Indemnification Procedures

          (a) In the event of a breach of a representation, warranty or
covenant of a Party (an "Indemnifying Party") contained in this Agreement
(other than any indemnity in Article 7 or 9), any person to be indemnified
hereunder (the "Indemnified Party") (or any of the Purchasers, where a
company nominated by the relevant Purchaser under Section 1.1(d) or a member
of the Group is an Indemnified Party) shall (i) as soon as reasonably
practicable after the Indemnified Party becomes aware of the relevant breach,
notify the Indemnifying Party of such breach, describe its claim in
reasonable detail (as available) and, to the extent then reasonably feasible,
set forth the estimated amount of such claim, provided that the failure to
provide such notification shall not prevent any claim being made by or on
behalf of the Indemnified Party in respect of such breach, but the
Indemnifying Party shall not be liable in respect of such breach to the
extent that its ability to mitigate the liability shall have been prejudiced
by any delay in providing the notification, and (ii) to the extent the breach
is capable of remedy, give the Indemnifying Party the opportunity to remedy
the breach within a reasonable period of time not exceeding two weeks. The
Indemnified Party shall further use its reasonable endeavours to mitigate the
Losses suffered by it as a result of the breach in accordance with applicable
law.

           (b) In the event that any claim or demand for which an
Indemnifying Party is likely to be liable under Article 5 or 6 or any
indemnity under Section 7.10  is asserted by a third party against an
Indemnified Party, the Indemnified Party (or the Purchaser, where the
Indemnified Party is a company nominated under Section 1.1(d) or a Group
Company) shall notify the Indemnifying Party of such claim or demand in
accordance with paragraph (a) (or Section 8.3 in the case of a claim under
Section 7.10) and the following shall apply:

               (i) If the Indemnifying Parties acknowledge in writing to the
Indemnified Parties (or the Purchasers, where a company has been nominated by
the relevant Purchaser pursuant to Section 1.1(d) or a member of the Group is
an Indemnified Party) that they accept liability under the Indemnified
Party's claim under this Agreement within two weeks after receipt of the
notice pursuant to subsection (a) (or Section 8.3, in the case of a claim
under Section 7.10), the Indemnified Parties shall give the Indemnifying
Parties the opportunity to defend the Indemnified Parties against such claim
at the expense of the Indemnifying Parties and the following provisions of
this sub-clause shall apply. The Indemnifying Parties shall have the right to
defend the Indemnified Parties by all appropriate proceedings and shall have
the sole power to direct and control such defence. In particular, but without
limitation, the Indemnifying Parties may participate in and direct all
negotiations and correspondence with the third party, appoint counsel and
request that the claim be litigated or settled in accordance with the
Indemnifying Parties' instructions. In no event shall the Indemnified Parties
be entitled to acknowledge or settle the claim, or permit any such
acknowledgement or settlement, without the Indemnifying Parties' written
consent. The Indemnified Parties shall use their respective reasonable
endeavours to cooperate and cause the Group to use its reasonable endeavours
to cooperate with the Indemnifying Parties in the defence of any third-party
claim.

              (ii) If sub-clause (i) above applies, the Indemnified Parties
shall in each case provide the Indemnifying Parties' representatives
reasonable access upon reasonable notice, during normal business hours, to
all relevant business records and documents and permit the Indemnifying
Parties and their representatives a reasonable opportunity to consult with
the directors, employees and representatives of the Indemnified Parties or
the Group (as the case may be).

             (iii) If sub-clause (i) does not apply, the Indemnified Party
shall keep and shall procure that the Companies and the Subsidiaries keep the
Sellers informed about the status of any third-party claims and shall take
all reasonable actions in connection with the defence in order to mitigate
the Losses.

              (iv) If subsection (i) applies, the Indemnifying Party shall
provide to the Indemnified Parties (or the Purchasers where a company
nominated by the relevant Purchaser pursuant to Section 1.1(d) or any member
of the Group is an Indemnified Party) copies of all documents and notify them
in advance of all material proposed steps in connection with the defence or
conduct referred to in subsection (i).

               (v) The Indemnifying Parties will indemnify and hold harmless
the Indemnified Parties in respect of all costs or expenses (other than
management time of any officer or employee of any Indemnified Party)
reasonably incurred by any of the Indemnified Parties in connection with any
defence, conduct or cooperation referred to in subsection (i).

              (vi) Notwithstanding any other provision of this Section 8.4,
the Indemnifying Party will not consent to the entry of any judgement or
enter into any settlement without the written consent of the Indemnified
Party, unless such judgement or settlement provides only for the payment of
monetary damages or compensation and for a full release of the Indemnified
Party from all liabilities with respect thereto.

           (c) In the event that any claim or demand for which the Sellers
are likely to be liable under Section 7.11 is asserted by a third party
against Avnet or any Avnet Indemnified Party (as defined in Section 7.11
(a)), Avnet shall keep and shall procure that the Avnet Indemnified Parties
keep the Sellers informed about the status of any such third-party claim and
shall take all reasonable actions in connection with the defence of such
third-party claim in order to mitigate the liability or damage in respect
thereof and Avnet shall give the Sellers a reasonable opportunity to be
consulted in respect of the conduct or the claim and shall take account of
the comments of the Sellers in respect of the conduct to the extent
reasonable. If a supplier makes a claim against any of the Avnet Indemnified
Parties in respect of a matter which is the subject of the indemnity in
Section 7.11 and, as a result of that matter, the supplier terminates its
relationship with all the Group Companies who comprise Avnet Indemnified
Parties, Avnet shall procure that such claim shall not be settled without the
prior consent of the Sellers, such consent not to be unreasonably withheld or
delayed.

           (d) Avnet shall procure that no senior vice president or more
senior officer of Avnet shall approach (or procure that any approach is made
to) any supplier to discuss any matter referred to in Part X of Exhibit 5 (a)
prior to any claim in respect of any such matter being made by such supplier,
without the prior consent of the Sellers, such consent not to be unreasonably
withheld or delayed.

8.5 No Additional Rights or Remedies

          (a) The Parties agree that the rights and remedies which the
Sellers on the one hand and Purchasers (or any company nominated by the
relevant Purchaser pursuant to Section 1.1 (d)) on the other hand may have in
respect of the breach of a representation, warranty, covenant or agreement
contained in this Agreement are limited to the rights and remedies explicitly
contained herein without prejudice to any claim for specific performance or
for any injunction or court order to enforce any rights set forth in this
Agreement. In particular, without limitation, no Party shall have a right to
rescind, cancel or otherwise terminate this Agreement or exercise any right
or remedy which would have a similar effect, except for the termination
rights set forth in Article 10 below.

          (b) Other than the rights and remedies explicitly set forth herein
and without prejudice to any claim for specific performance or for any
injunction or court order to enforce any rights set forth in this Agreement,
Purchasers (and any company nominated by the relevant Purchaser pursuant to
Section 1.1(d)) and Sellers hereby waive any and all rights and remedies of
any nature (contractual, quasi-contractual, tort or otherwise), including any
claims under statutory representations and claims for negligent
misrepresentation, which they may otherwise have against each other in
connection with this Agreement or the transactions contemplated hereby,
except for any rights and remedies under the Confidentiality Agreement dated
February 3, 2000.

          (c) The provisions of this Section 8.5 shall not apply to (i)
rights and remedies which the Sellers may have under applicable law as a
result of any Purchaser's failure to pay the purchase price or any portion
thereof in accordance with this Agreement, (ii) rights and remedies which the
Purchasers (or any company nominated by the relevant Purchaser pursuant to
Section 1.1(d)) may have under applicable law arising from Sellers' failure
to transfer the Sold Shares, free and clear of any encumbrances and rights of
third parties, to Purchasers (or any company nominated by the relevant
Purchaser pursuant to Section 1.1(d)) on the Closing Date (iii) rights and
remedies which Avnet (or any company so nominated by it) may have under
applicable law arising from any breach of the representation, warranty and
covenant in Section 11.2, and (iv) any rights and remedies of any Party for
fraud or wilful misconduct (Vorsatz).


                               Article 9

                                Taxes

9.1 Definitions

     The following terms, as used herein, have the following meanings:

     "Pre-Closing Tax Period" means any Tax period ending on or before the
close of business on the Closing Date.

     "Tax" or "Taxation" means (i) all taxes, including without limitation,
income, gross receipts, ad valorem, value-added, excise, real property,
personal property, sales, use, transfer, withholding, employment, social and
franchise taxes, together with interest, penalties, surcharges and additional
tax, imposed by any governmental authority (a "Taxing Authority") responsible
for the imposition of such tax and (ii) any amounts paid or payable to any
person (including a Taxing Authority) arising out of an indemnity or covenant
to pay in respect of Tax.

     "Tax Asset" means any loss, relief, allowance, set off, deduction, right
to repayment or credit or other relief of a similar nature granted by or
available in relation to Tax to the extent that it either arises in respect
of an event occuring after the Effective Date or was taken into account in
the Effective Date Financial Statements as an asset.

     "Tax Return" means any return, declaration, report, claim for refund,
information return, statement, schedule, notice, form or other document or
information relating to Tax, including any schedule or attachment thereto,
and including any amendment thereof.

     In this Article a reference to "relevant Purchaser", "relevant Seller",
"relevant Company" or "relevant Subsidiary" is a reference to the entity to
which a right or obligation or a liability under this Article or in respect
of Tax relates.

9.2 Tax Representations

     Sellers represent and warrant to Purchasers (or any company nominated by
the relevant Purchaser pursuant to Section 1.1 (d)) as of the date hereof and
as of the Closing Date that, except as otherwise disclosed in Exhibit 9.2,

           (a) all material Tax Returns required to be filed with any Taxing
Authority on or prior to the Closing Date by or on behalf of any of the
Companies or Subsidiaries have been filed when due in accordance with all
applicable laws;

           (b) as of the time of filing, the Tax Returns were true and
complete in all material respects;

           (c) all material Tax due and payable by the Companies or
Subsidiaries has been timely paid, or withheld and remitted, to the
appropriate Taxing Authority;

           (d) there has been no formal or informal notice of any claim,
action, suit, proceeding, or investigation now pending against or with
respect to any of the Companies or Subsidiaries in respect of any material
Tax;

           (e) no Company or Subsidiary is a member of any consolidated or
unitary group or a party to any arrangement with any third party (other than
any member of the Group or of the VEBA Group) as a result of which any
income, loss, asset or liability of any of the Companies or Subsidiaries is
attributed for Tax purposes to any such third party or is otherwise taken
into account in determining any Tax payable by any third party, or vice
versa;

           (f) no Company is a "United States Real Property Holding
Corporation" within the meaning of section 897 (c) (2) of the Internal
Revenue Code;

           (g) except as provided in the Effective Date Financial Statements
no Company or Subsidiary is or will be under any obligation to make or repay
any payment for the surrender of losses or other amounts that may be
surrendered;

           (h) no Company or Subsidiary is subject to an adjustment pursuant
to section 481 of the Internal Revenue Code;

           (i) no Taxing Authority in a jurisdiction where a Company or
Subsidiary is not paying Tax has made a claim or assertion that the Company
or Subsidiary is or may be subject to Tax by such jurisdiction, otherwise
than by deduction of Tax at source;

           (j) all Companies and Subsidiaries that are corporations formed
under US state law being purchased are members of a US consolidated Tax group
of which VEBA Corporation is the consolidated group parent.

9.3 Preparation of Tax Returns and Payment of Tax

     Sellers shall (i) prepare and file, or cause the Companies and the
Subsidiaries to prepare and file, all Tax Returns required to be filed by or
on behalf of the Companies or Subsidiaries on or before the Closing Date and
(ii) Sellers shall prepare and file at the Sellers' expense all Tax Returns
which include the Companies and Subsidiaries and which are to be filed by the
Sellers on a consolidated basis after the Closing Date. The relevant
Purchasers shall procure the Companies and the Subsidiaries to prepare such
information as is required for the purpose of consolidated Tax Returns to be
filed by Sellers at the relevant Purchaser's expense and the relevant
Purchaser shall have the right to review the portion of such consolidated Tax
Returns relating to the Companies and the Subsidiaries. The relevant
Purchaser shall at the relevant Purchaser's expense prepare and file all Tax
Returns required to be filed by or on behalf of any of the Companies or
Subsidiaries after the Closing Date subject, in the case of any Tax Returns
for a Tax period beginning before the Closing Date, to the review of Sellers
and the relevant Purchaser shall incorporate reasonable comments made by the
Sellers concerning the preparation and filing of such Tax Returns. The
Sellers or relevant Purchaser, as the case may be, shall ensure that any Tax
Return to be reviewed by the other party will be made available to such other
party no later than 30 days prior to the due date for the filing of such Tax
Return and any comments must be given by the other party within 15 days of
receipt. The relevant Purchaser shall pay all Taxes shown as due on any Tax
Return to be filed by the relevant Purchaser under this Section 9.3 but such
payment shall not prejudice any claims the relevant Purchaser has or may have
under Section 9.5. Sellers shall timely pay or cause to be paid all Tax for
which Sellers are liable with respect to any Tax Return to be filed by
Sellers under this Section 9.3 subject to the relevant Purchaser procuring
that any of the Companies and the Subsidiaries included in a Tax Return to be
filed on a consolidated basis shall collectively have paid an amount equal to
the Tax liability of all such Companies and Subsidiaries in respect of such
Tax Returns to the Seller to the extent that such Tax (i) was taken into
account in calculating the amount of the Effective Date Taxation Liability or
(ii) which was incurred in the ordinary course of business and is
attributable to the portion of a Tax period beginning on or after the
Effective Date and ending on the Closing Date (such tax to be computed by
treating the Companies and Subsidiaries as a separate sub-group), in each
case not later than 5 days prior to the date for the filing of the Tax
Return.

9.4 Tax Refunds and Recoveries

     The relevant Purchaser shall pay to the Sellers an amount equal to any
refunds received in cash with respect to Tax of the Companies or Subsidiaries
for Tax periods ending on or before the Effective Date except for those
refunds taken into account as an asset in the Effective Date Financial
Statements.

9.5 Tax Covenant

          (a) Subject to the provisions of Sections 8.1 (b) and 8.1 (c), the
Sellers covenant to pay to each of the relevant Purchaser or a company
nominated by the relevant Purchaser pursuant to Section 1.1(d) an amount
equal to any

              (i) Tax of any of the Companies or the Subsidiaries (whether or
not they are primarily liable for the same) attributable to any Tax period or
portion thereof ending on or before the Effective Date;

             (ii) Tax of the Companies or the Subsidiaries (whether or not
they are primarily liable for the same) attributable to any Tax period or
portion thereof ending on or before the Closing Date as the result of any
act, transaction or event outside the ordinary course of business of the
Companies or the Subsidiaries;

            (iii) liability for Tax arising from a breach of any Tax
representation or warranty contained in Section 9.2;

             (iv) loss or reduction of any Tax Asset taken into account in
the Effective Date Financial Statements as an asset;

              (v) set off of any Tax Asset arising after the Effective Date
against Tax if and to the extent the Purchaser would have had a claim under
Section 9.5 (a) (i), (ii) or (iii) had such set off not reduced or
extinguished such liability to Tax, provided that the Purchaser shall procure
that any reliefs, deductions or credits other than a Tax Asset are used, so
far as reasonably practicable, to offset any such liability to Tax;

             (vi) Tax attributable to the triggering of a deferred
intercompany gain or excess loss account for U.S. federal state or local tax
purposes as the result of the transfer of the shares of the Companies from
the Sellers to the Purchasers on the Closing Date;

            (vii) liability for Tax arising in consequence of an act,
omission, transaction or event occurring at any time for which the Company or
Subsidiary is not primarily liable but for which it is liable only as a
result of having at any time on or before the Closing Date been a member of a
group for Tax purposes or by virtue of having been at any time before the
Closing Date controlled by any person;

           (viii) any reasonable costs and expenses incurred by the
Purchasers or the Companies or the Subsidiaries in connection with
prosecuting any claim under Article 9 to the extent to which the Sellers are
liable for such claim (the sum of (i) to (viii) being referred to herein as a
"Tax Loss" or "Tax Losses" which may be adjusted pursuant to Section 9.5(c))
provided that to the extent that the Sellers are not liable in respect of
such claim the Purchasers shall reimburse the Sellers for any reasonable
costs and expenses incurred by the Sellers in respect of defending against
such claim.

     Notwithstanding any of the foregoing to the contrary, this Section 9.5
shall not
apply to any Tax governed by Section 11.7.

          (b) For the purposes of this Article 9 the following shall, without
limitation, be considered to be outside the ordinary course of business:

              (i) the payment of any dividend or the making of any
distribution; or
             (ii) the disposal, realisation or acquisition of any asset
(including, without limitation, trading stock) in circumstances where, and
only to the extent that, the consideration (if any) actually received (or due
to be received) or given (or due to be given) for such disposal, realisation
or acquisition is less than (or in case of an acquisition, more than) the
consideration deemed to be or have been received or given for Tax purposes;
or

            (iii) the supply or receipt of any service or business facility
of any kind (including, without limitation, a loan of money or the letting,
hiring, licensing or creation of any tangible or intangible property or
rights) in circumstances where, and only to the extent that, the
consideration received (or due to be received) or given (or due to be given)
is less than (or in the case of receipt of a service, more than) the
consideration which is deemed to be received or given for Tax purposes; or

             (iv) any act, transaction or event which gives rise to deemed
(as opposed to actual) income, profits or gains; or

              (v) any act, omission, transaction or event which results in a
Company or Subsidiary becoming liable to or bear a liability to Tax directly
or primarily chargeable against or attributable to another person; or

             (vi) a Company or Subsidiary ceasing, for Tax purposes to be the
member of any group or associated with any other Company or Subsidiary or a
change of residence of any Company or Subsidiary for Tax purposes; or

            (vii) any disposition of a capital asset in violation of Section
7.1 (d) and any disposition of shares of capital stock of any corporation; or

           (viii) any material restructuring of the handling and ownership of
inventory including, without limitation the centralization of warehousing and
related matters; or

             (ix) the entering into, performance of or closing of this
Agreement; or

              (x) any reorganization of the Companies or Subsidiaries
including a change in entity classification; or

             (xi) any disallowance of any interest expense deduction in
respect of the Effective Date Inter-Group Debt and Effective Date External
Debt (for the avoidance of doubt, interest paid or accrued on loans extended
by E.ON AG or a company of the E.ON Group after the Effective Date shall be
considered to be paid in the ordinary course of business); or

            (xii) any gain or other income attributable to the sale of assets
or deemed sale of assets by Sellers to Purchasers pursuant to this Agreement,
it being understood that Incremental Tax cost, if any, shall be payable by
the Purchaser pursuant to Section 9.13.

          (c) Where an amount of Tax paid by the Company or Subsidiary has
resulted in a relief (the "Relevant Relief") and the Seller has made a
payment to the Purchaser in respect of that Tax in satisfaction of a claim
made under this Section 9.5, the relevant Purchaser shall where the claim is
less than $100,000 pay or procure that the relevant Company or relevant
Subsidiary pays to the Seller an amount equal to the net present value of the
Relevant Relief within 5 days of the auditors for the time being of the
Company or Subsidiary confirming at the request and expense of the Seller
that such Relevant Relief is actually available to the Company or Subsidiary
and where the claim is in excess of $100,000 pay to the Seller an amount
equal to the amount of Tax saved within 5 days of the auditors for the time
being of the Company or Subsidiary confirming at the request and expense of
the Seller that such Relevant Relief has actually been utilised.

           (d) The covenant contained in Section 9.5 shall not apply to the
extent that:

               (i) the Tax was taken into account in calculating the amount
of the Effective Date Taxation Liability which has been taken into account in
determining the Final Share Purchase Price;

              (ii) the Tax arises as a result of any change in rates of tax
made after Closing or of any change in law (or a change in interpretation on
the basis of case law), regulation, directive or requirement, or the
published practice of any Taxing Authority, occurring after Closing;

             (iii) the Tax would not have arisen except as a direct
consequence of a transaction, action or omission outside the ordinary course
of business carried out or effected by any of the Purchasers, the Companies
or Subsidiaries or any other person connected with any of them apart from the
E.ON Group, which the Purchasers, the Companies or the Subsidiaries knew or
ought reasonably to have known would give rise to such liability to Tax at
any time after Closing, except that this exclusion shall not apply where any
such transaction, action or omission is carried out or effected by the
Company or Subsidiary concerned pursuant to a legally binding commitment
created on or before Closing or pursuant to any change in law (or change in
interpretation on the basis of case law), regulation, directive or
requirement, or the published practice of any Taxing Authority;

              (iv) the Tax arises solely as a result of a change after
Closing in any accounting policy, any tax reporting practice, or the length
of any accounting or financial period for Tax purposes, of the Company or any
Subsidiary except any changes made to comply with generally accepted
accounting principles in existence at Closing or required by a Taxing
Authority;

               (v) such Tax arises solely as a result of the Companies or
Subsidiaries failing to submit the returns and computations required to be
made by them or not submitting such returns and computations within the
appropriate time limits or submitting such returns and computations otherwise
than on a proper basis, in each case after Closing except to the extent that
such failure is as a result of any act or omission of the Sellers;

              (vi) the Tax would not have arisen but for:

          (A) the making of a claim, election, surrender or disclaimer, the
giving of a notice or consent relating to Tax, in each case after Closing and
by the Purchasers, the Companies, the Subsidiaries or any person connected
with any of them (except the E.ON Group) other than where the making of such
claim, election, surrender or disclaimer is taken into account in the
Effective Date Financial Statements; or

          (B) the failure or omission on the part of the Companies or the
Subsidiaries to make any such valid claim, election, surrender or disclaimer,
or to give any such notice or consent or to do any other such thing, in
circumstances where the making, giving or doing of which was taken into
account in calculating the amount of the Effective Date Taxation Liability
and which were notified by the Sellers to the Purchasers, the Company or the
Subsidiary not less than 30 days prior to the last date upon which such claim
election, surrender or disclaimer should take place;

             (vii) the Tax exceeds 50% of the Tax which arises under section
179 of the Taxation of Chargeable Gains Act 1992 in respect of a deemed
disposal by any of RK Distributions Limited, Midwich Limited, Transformation
Software Limited and Professional Display Systems Limited as a consequence of
any of those companies ceasing to be a member of a group within section 170
of that Act with a company within the E.ON Group as the principal company in
that group;

            (viii) the liability relates to a Tax arising under Section 9.5
(a)(iii) which Tax is attributable to a Tax period or portion thereof
beginning or deemed to begin on or after the Closing Date.

          (e) (i) For the purposes of this paragraph a reference to an
"Overprovision" is a reference to:

         (A) the understatement of the value of a Tax Asset; and

         (B) the overstatement of the Effective Date Taxation Liability in
the Effective Date Financial Statements except to the extent that such
Overprovision is caused by the utilization of a Tax Asset arising after the
Effective Date and applying the same accounting policies, principles and
practices adopted in relation to the preparation of the Effective Date
Financial Statements and ignoring the effect of any change in law (or change
in interpretation on the basis of case law), regulation, directive or
requirement, or the published practice of any Taxing Authority or action
taken by the relevant Purchaser or any relevant Company or relevant
Subsidiary after the Closing Date.

             (ii) Any Overprovision shall first be set against any payment
then due from the Seller to the relevant Purchaser under this Article 9. To
the extent there is an excess, a refund shall be made to the Seller by the
relevant Purchaser of any previous payment or payments made by the Seller to
the relevant Purchaser under this Article 9 (and not previously refunded) up
to the amount of the excess. To the extent that the excess is not thereby
exhausted, the remainder of that excess shall be carried forward and set
against any future payment or payments which become due from the Seller to
the relevant Purchaser under this Article 9 and to the extent that any excess
remains at the end of the limitation period set out in Section 9.9 such
excess shall be paid to the Seller.

            (iii) For this purpose, the Seller, at its request and expense,
may request the auditors for the time being of any Company or Subsidiary to
certify the existence and amount of any Overprovision and the relevant
Purchaser shall provide, or procure that each Company and Subsidiary shall
provide, any reasonable information or assistance for the purpose of
production by the auditors of a certificate to that effect.

9.6 Third Party Recovery

     At the request and expense of the Sellers, the relevant Purchasers, the
relevant Companies and the relevant Subsidiaries will take all reasonable
steps to make a claim in respect of Tax from a person other than the Sellers,
the relevant Purchasers, the relevant Companies or the relevant Subsidiaries
and the relevant Purchaser shall pay or procure that the relevant Company or
the relevant Subsidiary pay to the Seller an amount equal to the lesser of
(i) the amount recovered from the third party and (ii) the amount paid by the
Seller pursuant to a claim under Section 9.5, in each case, after deducting
from the amount recovered from the third party any Tax incurred or to be
incurred by the relevant Purchaser, the relevant Company or any relevant
Subsidiary upon receipt of such recovery from the third party, within 5 days
of receipt of such amount by any of the relevant Purchaser, the relevant
Companies or the relevant Subsidiaries.

9.7 Procedures

          (a) Subject to at least 14 days prior written notice from the
relevant Purchaser stating that any Tax Loss has been or is to be paid or
suffered by that Purchaser or any Company or Subsidiary and the amount
thereof and of the covenanted payment requested, and for the avoidance of
doubt, a failure to give notice within the period set out above shall not
cause any claim to fail. Any payment to be made by Sellers pursuant to
Section 9.5 shall be made to the relevant Purchaser not later than 5 days
prior to the date upon which the Tax (or costs and expenses) is due and
payable or where no Tax becomes payable as a result of the loss, reduction or
set off of any Tax Asset

              (i) which is a Tax Asset shown as an asset in the Effective
Date Financial Statements seven days after notice given by the relevant
Purchaser to the effect that the Tax Asset would reasonably have been
expected to have been paid in cash or set-off against payment of a Tax
Liability;

             (ii) which is a Tax Asset arising after the Effective Date seven
days after the auditors for the time being shall have certified in writing
that the Tax Asset would have been used to offset a Tax Liability of the
relevant Purchaser, the relevant Companies or relevant Subsidiaries but for
the loss or set off of the Tax Asset.

          (b) If, after the relevant Closing Date, any Taxing Authority
informs Sellers, on the one hand, or any of the Purchasers, the Companies, or
Subsidiaries on the other, of any proposed audit, claim, assessment or other
dispute concerning Tax with respect to which Sellers may incur a liability
hereunder, then the Sellers shall inform the relevant Purchaser or the
relevant Purchaser shall as soon as practicable (and in any event within 30
days) inform the Sellers, as the case may be, of such matter. Sellers shall
not have any obligation to make a payment to a relevant Purchaser under
Section 9.5 if such Purchaser shall have failed to timely notify Sellers
concerning an audit, claim, assessment or other dispute which failure has a
material adverse effect on the Sellers' ability to exercise its rights under
this Section 9.7 (b) and Section 8.4 except to the extent that the Purchasers
can show that the liability would have arisen even if the Sellers had been
able to exercise such rights and in the event that the Parties dispute
whether or not the liability, or the extent to which the liability, would
have arisen but for the failure to notify, the dispute resolution procedures
in Section 3.4 shall apply to determine the matters. Except to the extent
contrary to or inconsistent with this Section 9.7 (b) the provisions of
Section 8.4 shall apply to this section and subject thereto, the relevant
Purchaser shall as soon as practicable and, at the Sellers expense (i) give,
and shall cause the Companies or Subsidiaries to give the relevant Sellers
the opportunity to participate in any audits, disputes, administrative,
judicial or other proceedings related to Tax for which the Sellers may be
liable hereunder and (ii) allow the Sellers to challenge and litigate, or
cause the Companies or Subsidiaries to challenge and litigate, any such
audit, claim, assessment or other dispute at their discretion provided that
Sellers shall give reasonable consideration to comments and suggestions made
by the relevant Purchaser regarding the handling of such contest and provided
further that Sellers shall not settle any such audit, claim, assessment or
other dispute in a manner which is unduly prejudicial to such relevant
Purchaser.

           (c) Any payments made hereunder to a Purchaser shall take effect
as a reduction in the Final Share Purchase Price provided for in Section 2.3
and any payments made hereunder to the Sellers shall take effect as an
increase in the Purchase Price.

           (d) For the purposes of this Section 9, in the case of any Tax
period which begins before and ends after the Effective Date, the Effective
Date shall be deemed to be the end of a Tax period.

           (e) For the purposes of this Article 9, in the case of any Tax
period which begins before and ends after the Closing Date, the Closing Date
shall be deemed to be the end of a Tax period.

           (f) The parties agree that for US federal income tax purposes, the
income of the Companies and the Subsidiaries which are included in a US
consolidated Tax Return shall be determined based on a closing of the books
method in accordance with Treasury Regulation 1.1502-76.

9.8 Certain Tax Matters relating to Germany

          (a) In the event that any gain resulting from a write-up
(Zuschreibung) of assets (the "1999 Assets Write-Up") and the adjusted
valuation of liabilities and provisions (the "1999 Adjustment of Liabilities
and Provisions") due to the German Steuerentlastungsgesetz 1999 / 2000 / 2002
has to be recorded on the Tax balance sheet of any of the Companies or
Subsidiaries for the fiscal year 1999, the following shall apply:

              (i) Purchasers shall to the extent such a 1999 Assets Write-Up
has been made or must be made with respect to the period and reserves
existing prior to the Effective Date ensure that in respect of such write up,
(A) Tax exempt reserves (steuerfreie Racklagen) pursuant to Section 52 (14)
and (16) German Income Tax Act (EStG) shall be included in the relevant Tax
balance sheet up to the maximum amount and maximum period permitted by law
and (B) to the extent required for Tax purposes, a corresponding special
reserve with equity portion (Sonderposten mit Racklagenanteil - the "Special
Reserve") shall be recorded in the annual individual statutory accounts of
the relevant Company or Subsidiary.

             (ii) The Sellers shall indemnify and hold the Purchasers
(including, for the purpose of this Section 9.8, any Company nominated by the
relevant Purchaser pursuant to Section 1.1 (d)) harmless from any Tax
liability of the Purchasers, or of any of the Companies or the Subsidiaries
arising from the dissolution or partial dissolution (Auflsung) of any
reserves relating to the 1999 Assets Write-Up made in accordance with (i)
above. The amount to be indemnified shall be equal to the net present value
of the aggregated future Tax calculated with a discount rate of 5.5% per
annum and by applying a tax rate of 40%. Any loss carry forward of the
Purchasers or any of the Companies or the Subsidiaries shall not be included
in the calculation of any tax calculated under this provision. In addition,
Sellers shall indemnify Purchasers for the respective interest payments under
Section 233 a German General Tax Code (Abgabenordnung).

            (iii) Any Tax arising after the Effective Date in the fiscal
years starting after December 31, 1999 from the dissolution of any reserves
relating to the 1999 Adjustment of Liabilities and Provisions shall be borne
by Purchasers. For the avoidance of doubt 75% of any such Taxes arising for
the year 2000 shall be borne by Purchasers.

             (iv) The aggregated amount pursuant to (ii) shall be paid within
14 days of notice from the relevant Purchaser that the respective Tax for
1999 becomes due. The Sellers shall pay to the relevant Purchaser the
interest pursuant to (ii) above within 14 days of notice from the relevant
Purchaser that interest becomes due.

          (b) In connection with the tax consolidation for trade tax purposes
(gewerbesteuerliche Organschaft) in Germany, E.ON AG and the Sellers have
imposed on certain German companies a group charge (Konzernumlage) in respect
of trade tax, regardless of whether any trade tax will become payable by E.ON
AG for certain Pre-Closing Tax Periods. The relevant Purchaser agrees to
cause (to the extent permitted by mandatory law) the respective German Group
Companies not to raise against E.ON AG and the Sellers or any other German
company of the E.ON Group any claims (on any legal basis whatsoever) for any
reimbursement of such group charge and the Purchasers shall indemnify and
hold harmless E.ON AG, the Sellers and any other German company of the E.ON
Group from any such claim raised by any German Group Company. Vice versa E.ON
AG and the Sellers agree not to impose any additional group charge for trade
tax to the Purchasers and the German Group Companies, and E.ON AG and the
Sellers shall indemnify and hold harmless the Purchasers and the German Group
Companies from any such additional group charges imposed by E.ON AG or the
Sellers and from any additional corporate income tax and solidarity surcharge
or corporate income tax resulting from any such additional group charges.

9.9 Limitation Period

     The provisions of this Article 9 as it applies to a liability to Tax of
any Company or Subsidiary shall be time-barred upon expiration of the full
limitation period for the relevant Tax (taking as an assumption that there
has been no fraud or wilful non-disclosure), other than in respect of claims
notified in accordance with this Article prior to the end of such relevant
period.

9.10 Co-operation on Tax Matters

          (a) Each of the Purchasers and the Sellers shall fully cooperate
with each other and their representatives in connection with any Tax matter
including the preparation and filing of any Tax return, provision of any
state or federal information relating to mitigation of any Tax or the conduct
of any audit, investigation, dispute or appeal with respect to Tax.
Cooperation between each of the Purchasers and the Sellers shall include (but
shall not be limited to) providing and making available all books, records
and information, and the assistance of all officers and employees necessary
or useful in connection with any Tax inquiry, audit, examination,
investigation, dispute, litigation or any other tax matter.

          (b) Each of the Companies and Subsidiaries which are included in
any consolidated return to be filed by E.ON AG, VEBA Corporation or any other
company of the VEBA Group (the "VEBA Consolidated Returns") shall prepare at
their own cost pro forma tax returns, on a "stand alone" basis consistent
with the terms of any tax sharing agreement including the Tax Sharing
Agreement as defined in Section 9.12(a) to which any Company or Subsidiary is
a party and shall provide such returns together with all supporting
schedules, information and documentation necessary to prepare any
consolidated Tax Return including the Companies or the Subsidiaries to be
filed after the Closing Date, within 30 days of the due date of such return.

9.11 UK Tax Matters

           (a) The relevant Purchaser hereby covenants with the Seller to pay
to the Seller, by way of adjustment to the Purchase Price, an amount
equivalent to:

               (i) any Tax for which the Seller or any other person falling
within section 767 A (2) of the Income and Corporation Taxes Act 1988 ("the
Taxes Act") becomes liable by virtue of the operation of section 767 A and
767 B of the Taxes Act in circumstances where the taxpayer company (as
referred to in section 767 A (1)) is any Company or any Subsidiary;

              (ii) any Tax for which the Seller or any other person falling
within section 767 AA (4) of the Taxes Act becomes liable by virtue of the
operation of section 767 AA of the Taxes Act in circumstances where the
transferred company (as referred to in section 767 AA (1) (a)) is any Company
or any Subsidiary; and

              (iii) any other Tax for which the Seller or any other member of
the VEBA Group becomes liable as a result of the failure by any Company or
any Subsidiary, after the Closing Date, being primarily liable, to discharge
it.

           (b) The covenant contained in this Section 9.11 shall:

               (i) extend to any reasonable costs incurred by the Seller in
connection with such Tax or a claim under this Section 9.11 to the extent a
recovery is made;

              (ii) not apply to Tax to the extent that the relevant Purchaser
could claim payment in respect of it under Section 9.5, except to the extent
a payment has been made pursuant to Section 9.5 and the tax to which it
relates was not paid by the Company or Subsidiary concerned; and

             (iii) not apply to tax which has been recovered under section
767 B (2) of the Taxes Act or any other relevant statutory provision (and the
Seller shall procure that no such recovery is sought to the extent that
payment is made hereunder).

9.12 Certain Tax Matters relating to the U.S.

          (a) The Tax sharing agreement dated 25 May 2000 (the "Tax Sharing
Agreement") to which any Company or Subsidiary is a party shall (i) remain in
full force and effect until the Closing Date, subject to the provisions of
this Agreement from the Effective Date to the Closing Date and (ii) be
terminated as to the Company or Subsidiary as of the Closing Date and no
Company or Subsidiary shall have any further obligations thereunder.

          (b) The relevant Sellers shall elect to end all Tax years for all
Companies and Subsidiaries formed under US state law as of the Closing Date
to the extent such an election is available to those Sellers.

          (c) No Seller or affiliate of a Seller shall make any election
under U.S. Treasury Regulations section 1.1502 - 20 (g).

          (d) Sellers represent and warrant to Purchasers as of the date
hereof and as of the Closing Date that,

              (i) VEBA Corporation is (i) the sole owner of VEBA Electronics
LLC and (ii) a U.S. person within the meaning of Section 7701 (a) (30) of the
Internal Revenue Code;

             (ii) VEBA Electronics LLC, Memec LLC, Insight Electronics LLC
and Impact Semiconductor Technologies LLC are classified as disregarded
entities under Treasury Regulations Section 301.7701-1 et seq, the purchases
of which will be treated as asset purchases for U.S. federal income tax
purposes; and

            (iii) no consent under Section 341 (f) of the Internal Revenue
Code has been filed with respect to any Company or Subsidiary.

          (e) VEBA Corporation shall provide the relevant Purchasers with a
statement in substantially the form set forth in Treasury Regulations Section
1.1445 - 2 (b) (2) (iii) that the Seller for U.S. tax purposes is a U.S.
person.

          (f) For US state and federal tax purposes, the relevant Purchasers
are expressly assuming all liabilities identified in the preparation of the
relevant Tax Returns of the Companies and Subsidiaries which are subject to
the provisions of section 461(h) of the Internal Revenue Code and for the
avoidance of doubt, Sellers make no representation or warranty and shall have
no liability or obligation with regard to the foregoing.

9.13 Section 338(h)(10) Election

          (a) To the extent permissible under applicable Tax and regulations,
at the request of any Purchaser, the relevant Sellers agree to cooperate with
such Purchaser in making or causing to be made (and in determining the cost
of making or causing to be made) a timely election under Section 338 (h) (10)
of the Internal Revenue Code, and any comparable provision for state income
tax purposes (the "Section 338 (h) (10) Election") with respect to the
purchase by such Purchaser of the relevant Companies and Subsidiaries and to
file such Section 338 (h) (10) Election in the manner required by applicable
U.S. Treasury Regulations, provided that Sellers' obligation to make a
Section 338 (h) (10) Election is subject to the following conditions:

             (i) Prior to the election, the relevant Purchaser shall have
paid to Sellers a reasonable estimated amount of the Incremental Tax Cost (as
defined below); and

            (ii) Sellers and the relevant Purchaser shall have negotiated in
good faith and agreed on a mutually acceptable purchase price allocation
based on the fair market value of assets in accordance with applicable
Treasury Regulations.

          (b) "Incremental Tax Cost" shall mean any reasonable, out of pocket
post-Closing fees, expenses and costs incurred by the Sellers in connection
with the Section 338 (h) (10) Election (or reasonable out of pocket post-
Closing fees, expenses and costs incurred by Sellers in connection with a
request by the relevant Purchaser for cooperation pursuant to Section 9.13
(a) even if no Section 338 (h) (10) Election is made) and the excess, if any,
of:

             (i) the aggregate amount of Tax attributable, directly or
indirectly, to the Section 338 (h) (10) Election, including but not limited
to any such Tax imposed under U.S. Treasury Regulation Section 1.338 (b) - 3T
(h) and any such Tax attributable to the receipt of any payment by the
Sellers under Section 9.13 over

            (ii) the aggregate amount of Tax attributable, directly or
indirectly, to the hypothetical U.S. federal, state and local income tax
liability of the Sellers attributable to the deemed taxable sale of the
relevant Companies for which a Section 338 (h) (10) Election is made without
a Section 338 (h) (10) Election.

          (c) The Tax liability referred to in Section 9.13 (b) shall be
determined as if the gain and payment of the Incremental Tax Cost by the
relevant Purchaser were the only items of income or loss on the relevant Tax
returns of the Sellers and assuming the relevant Seller's U.S. federal, state
and local income tax rates are the highest rates in effect in the tax year
which includes the Closing Date. The Incremental Tax Cost shall be paid by
Purchaser to Sellers, net of any estimate paid pursuant to Section 9.13 (a),
(or, in the event the estimate paid pursuant to Section 9.13 (a) exceeds the
actual Incremental Tax Cost, the excess shall be paid by Sellers to
Purchaser), within 5 days of the payment by Sellers of the relevant fee, cost
or expense or, in the case of a Tax, within 5 days of the filing by Sellers
of a Tax Return reflecting the Section 338 (h) (10) Election.  The relevant
Purchaser shall have the right to review and Sellers shall make available to
the relevant Purchaser all relevant information relied on by Sellers to
compute the Incremental Tax Cost or an estimate thereof to be paid pursuant
to Section 9.13 and Sellers shall give reasonable consideration to comments
made by the relevant Purchaser with respect to such computation.

9.14 Allocation of Purchase Price

     The Parties agree that the allocation of the Final Share Purchase Price
provided for in Article 2.3 (but subject to any adjustment required under
this Agreement or by a Taxing Authority) shall apply for all Tax purposes and
no other values shall be used and the Parties further agree that the
allocation of the Final Share Purchase Price and the liabilities of a Company
subject to a Section 338 (h) (10) Election and its Subsidiaries, if any,
(plus other relevant items) will be allocated to the assets of the Company
and its Subsidiaries for all purposes (including Tax and financial accounting
purposes) in a manner consistent with the fair market values as finally
agreed between the parties within the applicable US rules and regulations.
The relevant Purchaser, the Company and Seller will file all Tax Returns
(including amended returns and claims for refund) and information reports in
a manner consistent with such values.


                                 Article 10

                                 Termination

10.1 Right to Terminate

     This Agreement may be terminated at any time prior to the Closing:

          (a) by mutual written agreement of the Sellers and Purchasers;

          (b) by the Purchasers in case of a breach of Sellers'
representations and warranties, covenants or other obligations as set forth
in Section 4.2 (a) (iii);

          (c) by the Purchasers, if the Sellers have not complied with their
obligation to effect the Closing on the Closing Date;

          (d) by the Sellers, if (i) in a Closing involving two or more
Purchasers, less than two Purchasers comply with their obligations to effect
the Closing on the Closing Date, or (ii) in a Closing involving one
Purchaser, that Purchaser does not comply with its obligations to effect the
Closing on the Closing Date;

          (e) by either the Sellers or the Purchasers if the Closing shall
not have been consummated (because of any other reason than set out in
paragraph (c) or (d) above or in Section 4.2 (a) (iii)) on or before February
28, 2001; or

          (f) by either the Sellers or the Purchasers if the consummation of
the transactions contemplated hereby would violate any non-appealable final
order, decree or judgement of any court or governmental body having competent
jurisdiction in any jurisdiction, provided that such order, decree or
judgement has a Material Adverse Effect (as defined in Article 5).

     The Party desiring to terminate this Agreement pursuant to clauses (b)
to (f) above shall give notice of such termination to the other Parties. For
the purpose of this Article 10, the Sellers are deemed to be one Party and
may therefore exercise their termination right only jointly. To the extent
that the matter or circumstance giving rise to a right conferred on the
Purchasers to terminate relates to one or two Purchasers (rather than all of
the Purchasers), such right shall be exercisable by the Purchaser or
Purchasers to which it relates rather than by all the Purchasers.

10.2 Consequences of Termination

           (a) Without prejudice to any agreement between the Purchasers
alone, if (and to the extent that) this Agreement is terminated as permitted
by Section 10.1, such termination shall be without liability of any Party (or
any stockholder, director, officer, employee, agent, consultant or
representative of such Party) to the other Parties to this Agreement;
provided that if such termination shall result from the wilful (i) failure of
any Party to fulfil a condition to the performance of the obligations of any
other Party (ii) failure to perform a covenant of this Agreement or (iii)
breach by any Party hereto of any representation or warranty or agreement
contained herein, or termination results from any Party's failure to close
once the conditions to Closing set out in Section 4.2 have been satisfied,
such Party shall be fully liable for any and all Losses incurred or suffered
by Sellers or the Purchasers (as the case may be) as a result of such failure
or breach. The provisions of this Section 10.2 and Sections 11.6 (Public
Disclosure), 11.7 (Taxes and Expenses) and 11.10 (Governing Law; Competent
Courts) shall survive any termination hereof pursuant to Section 10.1.

           (b) If this Agreement is terminated only in respect of certain
(but not all) Purchasers, the following shall apply:

               (i) This Agreement shall remain in full force and effect in
respect of the obligations of the Sellers and of those Purchasers in respect
of which the transactions contemplated hereby have been consummated or have
not been terminated.

              (ii) The Final Share Purchase Price and the actual amount of
the Closing Date Inter-Group Debt to be paid by the Purchasers referred to in
(i) above shall be determined in accordance with Articles 2 and 3, on the
basis of the provisions of Exhibit 2.3 (Part II).

             (iii) The thresholds and maximum liability amounts relating to
the entire Group, as set forth in Sections 4.2 (a) (iii) and 8.1 (b), (c),
(d) and (e) shall remain unchanged.


                              Article 11

                             Miscellaneous

11.1 Liability of Sellers and Purchaser

     Each of the Sellers and Purchasers shall only be severally liable under
this Agreement and the liability of each shall be limited to matters relating
to the shares or companies directly or indirectly sold or acquired by it
hereunder. If any Purchaser designates any third party as transferee of any
of the Sold Shares, that Purchaser shall remain fully liable for all of its
obligations hereunder with respect to such shares.

11.2 Assumption of Liability by E.ON AG

     E.ON AG hereby assumes by way of co-assumption (Schuldbeitritt), and
shall be jointly and severally liable with the Sellers (gesamtschuldnerische
Mithaft) for, all obligations and liabilities incurred or assumed by each of
the Sellers under this Agreement, including (without limitation) obligations
and liabilities arising in respect of the representations, covenants,
warranties and indemnities set out in this Agreement. Such joint and several
liability of E.ON AG shall not be affected by the winding up or dissolution
of any of the Sellers. E.ON AG represents and warrants to Avnet (and any
company nominated by it pursuant to Section 1.1(d)) by way of an independent
guarantee (selbstndiges Garantieversprechen) and covenants to Avnet (and any
company nominated by it pursuant to Section 1.1(d)) that the winding up of
EBV Verwaltungs GmbH is and will continue to be on a solvent basis and the
assets of that company exceed its liabilities.

11.3 Notices

     All notices or other communications hereunder shall be deemed to have
been duly made if they are made in writing and are personally delivered by
registered mail or courier service or sent by telecopier (provided that the
telecopy is promptly confirmed in writing) to the person at the address set
forth below, or such other address as may be designated by the respective
Party to the other Parties in the same manner:

To Sellers and/or E.ON AG:

E.ON AG
Legal Department
Bennigsenplatz 1
D-40474 Dusseldorf
Fax: +49-211-45 79 610

with a copy to:

Hengeler Mueller Weitzel Wirtz
Attn. Maximilian Schiessl / Wolfgang Meyer-Sparenberg
Trinkausstraae 7
D-40213 Dusseldorf
Fax: +49-211-83 04 170

To Purchasers:

In relation to the Memec Purchaser:

Cherrybright Limited
c/o Clifford Chance Secretaries Limited
200 Aldersgate Street
GB-London EC1A 4JJ
Fax: +44 207 6005555

with a copy to:

SVA Limited
Attn.: Ian Sellars
20 Southampton Street
GB-London WC2E 7OQ
Fax: +44 207 497 2174

Clifford Chance Limited Liability Partnership
Attn.: Matthew Layton / Sarah Jones
200 Aldersgate Street
GB-London EC1A 4 JJ
Fax: +44 207 600 5555

In relation to Avnet Inc.:
Attn.: David Birk, Ray Sadowski
221 South 47th Street
USA-Phoenix, Arizona 85034
Fax: +1 480 643 7929

with a copy to:

Allen & Overy
Attn.: Ian Stanley
One New Change
GB-London, EC4M 9QQ
Fax: +44 207 330 9999

In relation to Arrow Electronics, Inc.:
Attn.: Robert E. Klatell
25 Hub Drive
USA-Melville, New York 11747
Fax: +1 516 391 1683

with a copy to:
Milbank, Tweed, Hadley & McCloy LLP
Attn.: Howard S. Kelberg
1 Chase Manhattan Plaza
USA-New York, New York 10005
Fax: +1 212 530 5219

11.4 Successors and Assigns

     The provisions of this Agreement shall be binding upon and inure to the
benefit of the Parties hereto and their respective successors and assigns;
provided that no Party may assign, delegate or otherwise transfer any of its
rights or obligations under this Agreement without the consent of each other
Party hereto, except for (i) any assignment by any Purchaser to any
subsidiary or holding company or any subsidiary of any such holding company,
provided that the relevant Purchaser shall remain jointly and severally
liable hereunder (ii) any assignment of rights by Memec Purchaser to its
financing banks as security for any financing incurred to finance the
transaction contemplated by this Agreement, (iii) any assignment or merger
which takes place by operation of law, or (iv) for the avoidance of doubt,
any transfer of the Sold Shares by any Purchaser after the Closing.

11.5 Third Party Beneficiaries

     Neither this Agreement nor any provision set forth in this Agreement is
intended to confer any rights or remedies upon any person other than the
Parties, any company nominated by a Purchaser under Section 1.1(d) or any
Group Company. However, neither this Agreement nor any provision set forth in
this Agreement is intended to confer any rights to enforce any rights or
remedies upon any person or entity other than the Parties and, in respect of
the right to demand transfer of any Sold Shares, any company nominated by a
Purchaser under Section 1.1(d). For the avoidance of doubt, this provision
shall not limit the rights of any Purchaser to enforce any rights to recover
or any remedies hereunder (including rights in respect of any losses,
liabilities, damages, costs and expenses suffered by any Group Company as set
forth in this Agreement) on behalf of (or in the name of) any company
nominated by the relevant Purchaser in accordance with Section 1.1(d).

11.6 Public Disclosure

     No Party shall make any press release or similar public announcement
with respect to this Agreement without the prior written consent of the other
Parties, except as may be required to comply with the requirements of any
applicable laws or the rules and regulations of any stock exchange upon which
the securities of one of the Parties or their respective parent companies are
listed. Notwithstanding the foregoing or any provision of the Confidentiality
Agreement dated February 3, 2000, any of the Purchasers may make such
disclosures as are necessary in connection with the syndication of any
financing incurred to finance the transactions contemplated by this Agreement
or the public offering or private placement of any shares or debt in
connection therewith.

11.7 Taxes and Expenses

     All transfer taxes (including, without limitation, all real estate
transfer taxes and US state tax if any), notarial fees, stamp or registration
duties and fees payable to any cartel or competition authority payable in
connection with the execution and implementation of this Agreement shall be
borne by Purchasers. Each of the Sellers and Purchasers shall bear its own
expenses, including the fees of its advisers, incurred in connection with
this Agreement. No such expenses shall be charged to any Company or
Subsidiary. The Purchasers and the Sellers agree to cooperate and provide
certificates or other information necessary to alienate, reduce or otherwise
exempt the Purchasers from such taxes so payable in connection with the
execution and implementation of this Agreement, wherever reasonably
practicable and at the expense of the benefiting Purchasers.

11.8 Entire Agreement; Confidentiality Undertaking

     This Agreement (including all Exhibits hereto and any documents to be
delivered at Closing) contains the entire agreement between the Parties with
respect to the subject matter hereof and supersedes all prior agreements and
understandings with respect thereto, except for the Confidentiality Agreement
dated February 3, 2000, which will remain in full force and effect until the
Closing Date or, if this Agreement is (in its entirety or with respect to
certain Divisions) terminated pursuant to Article 10 hereof, beyond the date
of such termination. Upon request of any Purchaser, Sellers will assign, or
cause E.ON AG to assign, or, if such assignment is not possible, enforce, or
cause E.ON AG to enforce, for Purchasers' account and at their expense, any
rights of the Sellers or E.ON AG against any third party for a breach of any
confidentiality undertaking assumed by such third party in connection with
the sale of the Group.

11.9 Amendments and Waivers

          (a) Except as expressly otherwise provided herein, any provision of
this Agreement may be amended or waived if, but only if, such amendment or
waiver is by written instrument executed by all Parties or their duly
authorised representatives and explicitly referring to this Agreement and
notarised if required by law.

          (b) Sellers hereby waive any rights and remedies which they may
have against any Company or Subsidiary or any of their directors, officers or
employees or any HQ Employee who becomes an employee of any Purchaser (or any
affiliate of such Purchaser) as contemplated by Section 7.23, in respect of
any misrepresentation, inaccuracy or omission in or from information provided
for the purpose of assisting the Sellers to make the representations,
warranties and indemnities contained in this Agreement or preparation of the
Exhibits and Disclosure Letter pertaining thereto.

11.10 Governing Law; Competent Courts

     This Agreement shall be governed by, and construed in accordance with,
the laws of Germany. Any dispute arising out of or relating to this
Agreement, or the breach, termination or invalidity thereof, shall be settled
in the courts of Frankfurt am Main, Germany, which shall have exclusive
jurisdiction. The governing language of this Agreement shall be English,
unless otherwise required by mandatory law.

11.11 Interpretation; Exhibits

          (a) The headings of the Articles and Sections of this Agreement are
for convenience purposes only and do not affect the interpretation of any of
the provisions hereof.

          (b) Any reference to $ shall mean United States Dollars. For the
purpose of any disclosure thresholds in the representations and warranties
(Article 5), such reference shall include the equivalent in any foreign
currency at the exchange rate officially determined in Frankfurt am Main on
the date hereof.

         (c) For the purpose of this Agreement, a business day shall be any
day other than a Saturday, a Sunday or any other day on which banks in
Dusseldorf or London or New York are generally closed.

         (d) Words such as "hereof", "herein" or "hereunder" refer (unless
otherwise required by the context) to this Agreement as whole and not to a
specific provision of this Agreement. The term "including" shall mean
including, without limitation.

         (e) The Exhibits of this Agreement are an integral part of this
Agreement and any reference to this Agreement includes this Agreement and the
Exhibits as a whole.

         (f) References to a law or process or officer or person under one
jurisdiction shall include equivalents in other jurisdictions.

11.12 Definitions

     In addition to the definitions of Arrow, Avnet, Memec Purchaser,
Viterra, Sellers, Purchaser, E.ON AG and the Parties in the introductory
clause of this Agreement, the capitalized terms used in this Agreement are
defined in the following Sections and clauses:

1998 and 1999 U.S. GAAP Group Financial Statements    Section 5.4 (b)
1999 Adjustment of Liabilities and Provisions         Section 9.8 (a)
1999 Assets Write-Up                                  Section 9.8 (a)
1999 German GAAP Group Balance Sheet                  Section 5.4 (a)
Additional Amount                                     Section 2.2
Applicable Laws                                       Section 5.7 (b)
Arrangements                                          Section 5.11 (a)
Atlas Europe Division                                 Recitals, item 1
Atlas U.S. Division                                   Recitals, item 1
Anti-Trust Laws                                       Section 4.3 (a)
Arrow Plan                                            Section 7.25 (a)
Avnet Group                                           Section 4.2 (a) (i) (B)
Avnet Indemnified Party                               Section 7.11
Base Amount                                           Section 2.2
Closing                                               Section 4.1
Closing I                                             Section 4.5
Closing II                                            Section 4.5 (b)
Closing Certificates                                  Section 3.1 (b)
Closing Date                                          Section 4.1
Closing Date Inter-Group Debt                         Section 2.1
Code                                                  Section 5.11 (b)
Committed Facilities                                  Section 4.2 (a) (iv)
Companies                                             Recitals, item 9
Completing Purchasers                                 Section 4.5 (a)
CPA Firm                                              Section 3.4
Clean-Up Costs                                        Section 7.14 (c)
Divisions                                             Recitals, item 1
EBV Division                                          Recitals, item 1
Effective Date                                        Section 1.3
Effective Date Cash                                   Section 2.1
Effective Date Certificates                           Section 3.1 (a)
Effective Date External Debt                          Section 2.1
Effective Date Financial Statements                   Section 3.1 (a)
Effective Date Inter-Group Debt                       Section 2.1
Effective Date Working Capital                        Section 2.1
Effective Date Working Capital Target Amount          Section 2.1
Effective Date Taxation Liability                     Section 2.1
Environmental Laws                                    Section 5.8 (a)
Environmental Pollution                               Section 7.14 (b)
E.ON AG                                               Section 2.1
E.ON Group                                            Recitals, item 9
ERISA                                                 Section 5.11(b)
Estimated Closing Date Inter-Group Debt               Section 2.1
Expert                                                Section 4.5
Final Share Purchase Price                            Section 2.2
Forex and Hedging Contracts                           Section 7.24 (a)
German GAAP                                           Section 3.2
Group                                                 Recitals, item 9
Group Companies                                       Recitals, item 9
HQ Employees                                          Section 7.23 (c)
HSR Act                                               Section 4.3 (a)
Income Tax                                            Section 9.1
Incremental Tax Cost                                  Section 9.13 (b)
Indemnifiable Tax                                     Section 9.1
Indemnified Party                                     Section 8.4 (a)
Indemnifying Party                                    Section 8.4 (a)
Intellectual Property Rights                          Section 5.6 (a)
Inter-Group Debt                                      Section 2.1
Inter-Group Debt Closing Condition                    Section 4.2 (a) (v)
Internal Revenue Code                                 Section 5.11 (b) (i)
Losses                                                Section 8.1 (a)
March 2000 Divisional Accounts                        Section 5.4 (d)
March 2000 Group Accounts                             Section 5.4 (c)
Material Adverse Effect                               Section 5(Introduction)
Material Agreements                                   Section 5.12 (a)
Memec Division                                        Recitals, item 1
Memec Employees                                       Section 7.25 (b)
Memec Plan                                            Section 7.25 (b)
Memec Plc                                             Recitals, item 1
Non-Completing Purchasers                             Section 4.5 (a)
Non-Compliance                                        Section 7.14 (d)
Non-Compliance Costs                                  Section 7.14 (d)
Overprovision                                         Section 9.5 (e) (i)
Permits                                               Section 5.7 (a)
Post Effective Date Inter-Group Interest Portion      Section 2.1
Post Effective Date External Interest Portion         Section 2.1
Pre-Closing Distributions                             Section 2.1
Pre-Closing Non-Recurring Charges                     Section 2.1
Pre-Closing Tax Period                                Section 9.1
Preliminary Share Purchase Price                      Section 2.4
Properties                                            Section 5.5 (f)
Raab Karcher Immobilien                               Recitals, item 2
RKE Division                                          Recitals, item 1
Section 338 (h) (10) Election                         Section 9.13 (a)
Sold Shares                                           Section 1.1 (a)
Subsidiaries                                          Recitals, item 9
Tax                                                   Section 9.1
Taxation                                              Section 9.1
Tax Asset                                             Section 9.1
Taxing Authority                                      Section 9.1
Tax Loss                                              Section 9.5 (a) (viii)
Tax Return                                            Section 9.1
Transitional and Separation Arrangements              Section 4.5
Unfunded Pension Liability                            Section 2.1
US Companies                                          Section 5.11 (b)
US Company Plans                                      Section 5.11 (b)
VEBA Comfort Letters                                  Section 7.8
VEBA Consolidated Returns                             Section 9.10 (b)
VEBA Employees                                        Section 7.25 (a)
VEBA Group                                            Recitals, item 9
VEBA Plan                                             Section 7.25 (a)
Wyle/Avnet Litigation                                 Section 7.12
Wyle Components Division                              Recitals, item 1
Wyle Electronics Pension Plan                         Section 5.11 (b)
Wyle Systems Division                                 Recitals, item 1

     Terms defined in the singular shall have a comparable meaning when used
in the plural, and vice versa.

11.13 Severability

     Should any provision of this Agreement, or any provision incorporated in
the future, be or become invalid or unenforceable, the validity or
enforceability of the other provisions of this Agreement shall not be
affected thereby. The invalid or unenforceable provision shall be deemed to
be substituted by a suitable and equitable provision which, to the extent
legally permissible, comes as close as possible to the intent and purpose of
the invalid or unenforceable provision. The same shall apply if any provision
of this Agreement is invalid because of the stipulated scope of a time period
or if this Agreement contains any omissions.



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