Amendment No. 7 to Receivables Transfer Agreement, dated as of October 31, 2024, by and among Arrow EMEA Funding Corp B.V., as the SPV, BNP Paribas, as administrative agent and a purchaser agent, ING Belgium S.A./N.V., as a purchaser agent, U.S. Bank Trustees Limited, as the security trustee, Elavon Financial Services DAC, as paying agent, and Arrow Electronics, Inc

Exhibit 10(l)(x)

[*****] Indicates omitted information. This redacted information has been excluded because it is both (i) not material and (ii) of the type that the registrant treats as private and confidential.

THIS AMENDMENT NO. 7 TO RECEIVABLES TRANSFER AGREEMENT (this “Amendment”) is dated October 31, 2024 and made among ARROW EMEA FUNDING CORP B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, as the SPV (the “SPV”), BNP PARIBAS (“BNPP”), a société anonyme incorporated under the laws of France, as the Administrative Agent (in such capacity, the “Administrative Agent”), and as Purchaser Agent for the BNP Purchaser Group (in such capacity, the “BNPP Purchaser Agent”), ING BELGIUM S.A./N.V., a public limited liability company (société anonyme/naamloze vennootschap) organised under the laws of Belgium, as Purchaser Agent for the ING Purchaser Group (the “ING Purchaser Agent”), U.S. BANK TRUSTEES LIMITED, a limited liability company incorporated under the laws of England and Wales, as the Security Trustee (the “Security Trustee”), ARROW ELECTRONICS (UK) LIMITED, a limited liability company incorporated under the laws of England and Wales, as Collection Account Trustee (“Arrow UK”), and ELAVON FINANCIAL SERVICES DAC, a designated activity company registered in Ireland, as the Paying Agent (the “Paying Agent”), and, solely for the purpose of Clause 4.2, ARROW ELECTRONICS, INC., a corporation organised under the laws of the State of New York, as the Parent (the “Parent”). Each Person above shall be a “Party” and together shall be the “Parties”.

WITNESSETH

WHEREAS, the SPV, the Administrative Agent, the BNPP Purchaser Agent, Matchpoint Finance PLC, the ING Purchaser Agent, Mont Blanc Capital Corp, Arrow UK, Arrow Central Europe GMBH (“Arrow Germany”), the Parent, Arrow Electronics FC B.V., the Security Trustee and the Paying Agent have entered into that certain Master Framework Agreement, dated as of January 27, 2020 (as amended from time to time up to the date of this Amendment, the “Master Framework Agreement”);

WHEREAS, the SPV, the Administrative Agent, the BNPP Purchaser Agent, Matchpoint Finance PLC, the ING Purchaser Agent, Mont Blanc Capital Corp, Arrow UK, Arrow Germany, the Security Trustee and the Paying Agent have entered into that certain Receivables Transfer Agreement, dated as of January 27, 2020 (as amended from time to time up to the date of this Amendment, the “Receivables Transfer Agreement”);

WHEREAS, Arrow Germany, Arrow UK and the Security Trustee have entered into that certain Dutch Account Security Agreement, dated as of December 23, 2021 (as amended from time to time up to the date of this Amendment, the “Dutch Security Agreement”);

WHEREAS, the Parties desire to amend the Receivables Transfer Agreement as provided herein and, to the extent applicable to such Party, provide a limited waiver; and

NOW THEREFORE, the Parties agree as follows.

THIS DEED WITNESSES that:

​

​

Capitalized terms used but not defined in this Amendment shall have the meaning given to them in the Receivables Transfer Agreement or, if not defined therein, in the Master Framework Agreement.

The principles of interpretation set out in Clause 2.2 (Interpretation) of the Master Framework Agreement apply to this Amendment, mutatis mutandis, as if fully set forth herein.

The Parties hereby agree that with effect from the Effective Date, Schedule 3 to the Receivables Transfer Agreement shall be amended in its entirety and replaced with Annex A attached hereto.

Subject to Clause 3.3 below, this Amendment shall become effective on the date hereof (the “Effective Date”), provided that the Administrative Agent shall have received a counterpart (or counterparts) of this Amendment executed and delivered by each of the Parties. All covenants, agreements, representations and warranties made herein and in the Receivables Transfer Agreement shall survive the execution and delivery of this Amendment and shall continue in full force and effect.

This Amendment is designated as a Transaction Document.

​

​

​

​

The SPV confirms to the Administrative Agent, each Purchaser Agent and each other Secured Party that:

The SPV shall promptly on demand pay (or cause to be paid) the Administrative Agent, each Purchaser and each other Secured Party the amount of all costs and expenses (including legal fees) incurred by any of them in connection with the negotiation, preparation, printing and execution of this Amendment and any other documents referred to in this Amendment. The SPV shall pay (or cause to be paid) all costs and expenses (including legal fees) referred to in the immediately preceding sentence and invoiced on or prior to the date hereof within thirty (30) days of the Effective Date.

This Amendment may be executed in any number of counterparts, and this has the same effect as if the signatures (and if applicable, seals) on the counterparts were on a single copy of this Amendment.  Delivery by electronic mail of an executed signature page of this Amendment shall be effective as delivery of an executed counterpart of this Amendment.

Except in respect of the Secured Parties not party to this Amendment, which Persons (including, for the avoidance of doubt, their respective successors and permitted assigns) are intended to have the benefit of (but shall not enforce other than via the Administrative Agent) this Amendment pursuant to the Contracts (Rights of Third Parties) Act 1999, a Person who is not a Party has no rights under the Contracts (Rights

​

​

of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Amendment.

The provisions of Clause 4.1 (Notices) of the Master Framework Agreement shall apply to this Amendment as if set out in full again here, with such changes as are appropriate to fit this context.

This Amendment and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of England.

This Amendment shall be binding on the parties hereto and their respective successors and assigns; provided that the SPV may not assign any of its rights or delegate any of

​

​

its duties under this Amendment without the prior written consent of the Majority Purchasers.

If, at any time, any provision of this Amendment is or becomes illegal, invalid or unenforceable in any respect under any Law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of that provision under the Law of any other jurisdiction will in any way be affected or impaired.

The Administrative Agent (at the direction of the Specified Purchasers, which each Specified Purchaser provides by entering into this Amendment) hereby instructs the Security Trustee and the Paying Agent (and instructs the SPV to instruct the Paying Agent, which the SPV does by entering into this Amendment) to execute and deliver this Amendment.

Reference is hereby made to the (i) Receivables Transfer Agreement, (ii) English Receivables Sale Agreement, dated as of January 27, 2020 (as amended from time to time up to the date of this Amendment, the “English RSA”), by and between the SPV, as buyer, and Arrow UK, as seller and original servicer, and (iii) Dutch Security Agreement.

The following clauses (a) – (f) are collectively referred to herein as the “Subject Covenants”:

​

​

Pursuant to Clause 6.1(c) of the Receivables Transfer Agreement, an Early Amortisation Event will occur if any Arrow Party shall fail to perform or observe any term, covenant, agreement or other term contained in (i) any Specified Covenant Clause, or (ii) any Transaction Document (other than as addressed in Clauses 6.1(a) and 6.1(c)(i) (Early Amortisation Events) of the Receivables Transfer Agreement) and such failure in the case of Clause 6.1(c)(ii) of the Receivables Transfer Agreement has continued for twenty (20) days after such Person obtained knowledge or received notice thereof.

Each of the SPV, the Administrative Agent, the BNPP Purchaser Agent, the ING Purchaser Agent, the Security Trustee and the Paying Agent agrees and acknowledges that (i) on March 23, 2023 (the “Initial Breach Date”), Arrow UK opened two (2) accounts in the Netherlands with (a) [*****], and (b) [*****] (collectively, the “Dutch Accounts”) into which Collections have been deposited since June 9, 2023 and continue to be deposited and for which the amount of Collections in such accounts for any month did not and will not, in the aggregate, exceed $30,000,000, (ii) prior to the date hereof, the Dutch Accounts were not a Collection Account or an SPV Account, (iii) the Administrative Agent and Security Trustee have not received a copy of the Notice of Pledge with respect to the Dutch Accounts, and (iv) the Administrative Agent and Security Trustee have not received a copy of the Acknowledgement of Pledge with respect to the Dutch Accounts, in each case, constituting a failure to comply with one or more of the Subject Covenants and triggering an Early Amortisation Event (collectively, the “Specified Breaches”).

Pursuant to Clause 12.1 of the Receivables Transfer Agreement, each of the SPV, the Administrative Agent, the Security Trustee, the Paying Agent and each Majority Purchaser party hereto hereby waives, on a limited basis, (i) the occurrence of the

​

​

Specified Breaches, (ii) any failure to give notice of the Specified Breaches, (iii) any false representation, warranty, certification or statement regarding any Account, Account Bank or the absence of an Early Amortisation Event or Event of Default, solely to the extent that such falsity arose from the Specified Breaches, (iv) any failure of the SPV, any Servicer or any Originator under the Transaction Documents to comply with a covenant or obligation with respect to any Account or Account Bank, solely to the extent that such failure arose from the Specified Breaches, and (v) with respect to any Investment, the failure to satisfy any condition pursuant to Clause 4.2 of the Receivables Transfer Agreement, solely to the extent that such failure arose from the Specified Breaches (such events, the “Resulting Events”), in each case, solely to the extent occurring during the period of time from the Initial Breach Date, to and including the Effective Date (the “Waiver Period”).

For the avoidance of doubt, the limited waiver granted hereunder shall not apply to any period of time other than the Waiver Period. The waiver set forth in the immediately preceding paragraph is a one-time waiver and is limited to its express terms. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent, the Security Trustee, the Paying Agent, any Purchaser Agent or any Purchaser, nor constitute a waiver of any provision of the Receivables Transfer Agreement or any other Transaction Document or any other documents, instruments and agreements executed and/or delivered in connection therewith except to the limited extent specifically set forth herein.  Additionally, nothing contained in this Amendment shall be construed to modify or in any way amend (i) Clause 6.2(f), Clause 6.2(g), Clause 6.2(h) or Clause 6.3(e) of the English RSA, (ii) Clause 2.2.1 or Clause 2.2.2 of the Dutch Security Agreement, (iii) Clause 6.1(c) of the Receivables Transfer Agreement, or (iv) any other provision of the Receivables Transfer Agreement, the English RSA, the Dutch Security Agreement or any other Transaction Document, other than as expressly set forth in Clause 2 (Amendments to the Receivables Transfer Agreement).

​

[Signature Pages Follow]

​

​

​

IN WITNESS WHEREOF, this Amendment has been executed as a deed by the parties hereto on the date first above written.

​

​

​

​

​

​

EXECUTED as a deed by Bradley Windbigler,)

duly authorised for and on behalf)
of ARROW ELECTRONICS (UK))

LIMITED)

​

​

EXECUTED as a deed by Matthew Senko,)

duly authorised for and on behalf)
of ARROW ELECTRONICS (UK))

LIMITED)

​

​

​

​

​

​

Administrative Agent and Purchaser Agent for the BNPP Purchaser Group

​

Executed as a deed by BNP Paribas, a company incorporated in France, acting by Emilie Astier and Eric Lefol who, in accordance with the laws of that territory, are acting under the authority of that company.

​

Signature in the name of the company:                             BNP Paribas

​

Signature of /s/ Emilie Astier:                    

​

Signature of /s/ Eric Lefol:     

​

​

​

Purchaser Agent for the ING Purchaser Group

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

ANNEX A to Amendment No. 7 to Receivables Transfer Agreement

SCHEDULE 3
ACCOUNTS

​

COLLECTION ACCOUNTS

​

Arrow Electronics (UK) Limited

​

[*****]

​

Arrow Central Europe GmbH

​

[*****]

​

SPV ACCOUNTS

​

[*****]

​