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Document Preview Exchange and Registration Rights Agreement |
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Title: |
Exchange and Registration Rights Agreement |
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Entities: |
Arrow Electronics, Inc.; Banc of America Securities LLC; Bank of Montreal; BNY Capital Markets, Inc.; Chase Securities Inc.; Deutsche Bank Securities Inc.; Fleet Securities, Inc.; HSBC Securities (USA), Inc. |
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Date: |
2000 |
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Size: |
Preview shows 6KB of 105KB total |
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Price: |
$66 |
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ID: |
#1130407 |
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ARROW ELECTRONICS, INC.
FLOATING RATE NOTES DUE OCTOBER 5, 2001
8.20% SENIOR NOTES DUE OCTOBER 1, 2003
8.70% SENIOR NOTES DUE OCTOBER 1, 2005
9.15% SENIOR NOTES DUE OCTOBER 1, 2010
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
September 29, 2000
Goldman, Sachs & Co.
Chase Securities Inc.
Morgan Stanley & Co. Incorporated
As representatives of the several Purchasers
named in Schedule I to the Purchase Agreement
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Ladies and Gentlemen:
Arrow Electronics, Inc., a New York corporation (the "Company"),
proposes to issue and sell to the Purchasers (as defined herein) upon the terms
set forth in the Purchase Agreement (as defined herein) its Floating Rate Notes
due October 5, 2001, its 8.20% Senior Notes due October 1, 2003, its 8.70%
Senior Notes due October 1, 2005 and its 9.15% Senior Notes due October 1, 2010.
As an inducement to the Purchasers to enter into the Purchase Agreement and in
satisfaction of a condition to the obligations of the Purchasers thereunder, the
Company agrees with the Purchasers for the benefit of holders (as defined
herein) from time to time of the Registrable Securities (as defined herein) as
follows:
SECTION 1. Certain Definitions. For purposes of this Exchange and
Registration Rights Agreement, the following terms shall have the following
respective meanings:
"Base Interest" shall mean the interest that would otherwise accrue on
the Securities under the terms thereof and the Indenture, without giving effect
to the provisions of this Agreement.
The term "broker-dealer" shall mean any broker or dealer registered
with the Commission under the Exchange Act.
<PAGE> 2
"Closing Date" shall mean the date on which the Securities are
initially issued.
"Commission" shall mean the United States Securities and Exchange
Commission, or any other federal agency at the time administering the Exchange
Act or the Securities Act, whichever is the relevant statute for the particular
purpose.
"Effective Time", in the case of (i) an Exchange Registration, shall
mean the time and date as of which the Commission declares the Exchange
Registration Statement effective or as of which the Exchange Registration
Statement otherwise becomes effective and (ii) a Shelf Registration, shall mean
the time and date as of which the Commission declares the Shelf Registration
Statement effective or as of which the Shelf Registration Statement otherwise
becomes effective.
"Electing Holder" shall mean any holder of Registrable Securities that
has returned a completed and signed Notice and Questionnaire to the Company in
accordance with Section 3(d)(ii) or 3(d)(iii) hereof.
"Exchange Act" shall mean the Securities Exchange Act of 1934, or any
successor thereto, as the same shall be amended from time to time.
"Exchange Offer" shall have the meaning assigned thereto in Section
2(a) hereof.
"Exchange Registration" shall have the meaning assigned thereto in
Section 3(d) hereof.
"Exchange Registration Statement" shall have the meaning assigned
thereto in Section 2(a) hereof.
"Exchange Securities" shall have the meaning assigned thereto in
Section 2(a) hereof.
The term "holder" shall mean each of the Purchasers and other persons
who acquire Registrable Securities from time to time (including any successors
or assigns), in each case for so long as such person owns any Registrable
Securities.
"Indenture" shall mean the Indenture, dated as of January 15, 1997,
between the Company and Bank of Montreal Trust Company, as Trustee, as the same
shall be amended from time to time.
"Notice and Questionnaire" means a Notice of Registration Statement and
Selling Securityholder Questionnaire substantially in the form of Exhibit A
hereto.
The term "person" shall mean a corporation, association, partnership,
organization, business, individual, government or political subdivision thereof
or governmental agency.
"Purchase Agreement" shall mean the Purchase Agreement, dated as of
September 29, 2000, between the Purchasers and the Company relating to the
Securities.
2
<PAGE> 3
"Purchasers" shall mean the Purchasers named in Schedule I to the
Purchase Agreement.
"Registrable Securities" shall mean the Securities; provided, however,
that a Security shall cease to be a Registrable Security when (i) in the
circumstances contemplated by Section 2(a) hereof, the Security has been
exchanged for an Exchange Security in an Exchange Offer as contemplated in
Section 2(a) hereof (provided that any Exchange Security that, pursuant to the
last two sentences of Section 2(a), is included in a prospectus for use in
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