Amendment No. 1 to Second Amended and Restated Credit Agreement, dated as of November 29, 2022, among Avnet, Inc., each subsidiary of the Company party thereto, Bank of America, N.A., as the administrative agent, and each lender party thereto

exhibit 10.2

AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

(COMMITMENT INCREASE)

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This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (COMMITMENT INCREASE) (this “Amendment”) dated as of November 29, 2022, is made among AVNET, INC., a New York corporation (the “Company”), AVNET HOLDING EUROPE BV, a Belgian privately held limited liability company (“Avnet Europe” and, together with the Company, the “Borrowers” and each, a “Borrower”), BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement described below) (in such capacity, the “Administrative Agent”), and the Lenders party hereto (each, an “Increasing Lender” and collectively, the “Increasing Lenders”).  Each capitalized term used and not otherwise defined in this Amendment has the definition specified in the Credit Agreement described below.

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RECITALS:

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In consideration of the premises and further valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

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Section 1.2022 Commitment Increase. Subject to the terms and conditions set forth herein and in reliance upon the representations and warranties set forth herein, as of the Effective Date:

(a)(i) the 2022 Commitment Increase shall be provided by the applicable Increasing Lenders in the amounts set forth on Annex I to this Amendment, (ii) the 2022 Commitment Increase will be made available as Commitments by such applicable Increasing Lenders to the relevant Borrowers on and after the Effective Date, (iii) the aggregate principal amount of the 2022 Commitment Increase constitutes the Maximum Aggregate Commitment Increase under Section 2.15 of the Credit Agreement, with the same pricing and maturity as (as well as all other terms and conditions applicable to) the Aggregate Commitments prior to giving effect to the 2022 Commitment Increase and this Amendment, (iv) the amount of outstanding Loans on the Effective Date will be reallocated by and among the Lenders on the Effective Date by the Administrative Agent to reflect the 2022 Commitment Increase, and the relevant Lenders (at the direction of the Administrative Agent) will make such payments among themselves so that the outstanding Loans are held ratably (and ratably among Interest Periods) by the Lenders on the Effective Date, (v) Schedule 2.01 of the Credit Agreement shall be amended to read in its entirety as set forth on Annex II to this

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Amendment, and (vi) the Credit Agreement will be deemed amended to effectuate the foregoing clauses (i) through (v) in accordance with Section 2.15 and Section 10.01 of the Credit Agreement; and

(b)without limiting the foregoing, (i) in connection with the 2022 Commitment Increase, the Administrative Agent shall make such adjustments between and among the applicable Lenders and the Borrowers as are reasonably necessary to effectuate the 2022 Commitment Increase, (ii) in connection with any reallocation of Loans or Interest Periods on the Effective Date, each of the Lenders party hereto consents to any early termination of any Interest Periods in respect of such reallocation and agrees to waive any amounts to which it might otherwise be entitled under Section 3.05 of the Credit Agreement in connection therewith and (iii) each of the Lenders party hereto hereby agrees to waive the ten Business Days’ notice requirement under Section 2.15(a) of the Credit Agreement.

Section 2. Effectiveness; Conditions Precedent. This Amendment, and the 2022 Commitment Increase provided in Section 1 hereof, shall become effective as of the date on which the following conditions precedent are satisfied or waived (the “Effective Date”):  

Without limiting the generality of the provisions in Article IX of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the date hereof specifying its objection thereto.

Section 3. Representations and Warranties.  In order to induce the Administrative Agent and the Increasing Lenders to enter into this Amendment, each of the Borrowers represents and warrants to the Administrative Agent and the Lenders as follows:

Section 4.Entire Agreement.  This Amendment, together with all the other Loan Documents (collectively, the “Relevant Documents”), sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relating to such subject matter.  No promise, condition, representation or warranty, express or implied, not set forth in the Relevant Documents shall bind any party hereto, and no such party has relied on any such promise, condition, representation or warranty.  Each of the parties hereto acknowledges that, except as otherwise expressly stated in the Relevant Documents, no representations, warranties or commitments, express or implied, have been made by any party to the other in relation to the subject matter hereof or thereof.  None of the terms or conditions of this Amendment may be changed, modified, waived or canceled orally or otherwise, except in writing and in accordance with Section 2.15 and Section 10.01 of the Credit Agreement.  This Amendment is a Loan Document.

Section 5.Full Force and Effect of Agreement.  Except as hereby specifically amended, modified or supplemented, the Credit Agreement and all other Loan Documents are hereby confirmed and ratified in all respects and shall be and remain in full force and effect according to their respective terms. This Amendment shall not be deemed (i) to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Credit Agreement or any other Loan Document other than as expressly set forth herein, (ii) to prejudice any right or rights which the Administrative Agent or the Lenders may now have or may have in the future under or in connection with the Credit Agreement or the other Loan Documents or any of the instruments or agreements referred to therein, as the same may be amended, restated, supplemented or modified from time to time other than as expressly set forth herein, or

(iii) to be a commitment or any other undertaking or expression of any willingness to engage in any further discussion with the Company, any Loan Party or any other Person with respect to any other waiver, amendment, modification or any other change to the Credit Agreement or the Loan Documents or any rights or remedies arising in favor of the Lenders or the Administrative Agent, or any of them, under or with respect to any such documents.  References in the Credit Agreement to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein”, “hereof” or other words of like import) and in any Loan Document to the “Credit Agreement” shall be deemed to be references to the Credit Agreement as modified hereby.

Section 6.Counterparts.  This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic imaging means (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Amendment.

Section 7.Governing Law; Jurisdiction, Etc.  This Amendment shall be governed by, and construed in accordance with, the law of the State of New York, and shall be further subject to the provisions of Sections 10.14 and 10.15 of the Credit Agreement.

Section 8.Enforceability.  If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 9.Successors and Assigns.  The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns to the extent such assignees are permitted assignees as provided in Section 10.06 of the Credit Agreement.

Section 10.  Costs and Expenses.  To the extent provided in Section 10.04(a) of the Credit Agreement, the Company agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent (including the reasonable and documented fees and expenses of counsel for the Administrative Agent) in connection with the preparation, execution and delivery of this Amendment and any other related Loan Documents.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be made, executed and delivered by their duly authorized officers as of the day and year first above written.

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