Amendment and Restatement. (a) Subject to [Section 4.01], this Agreement amends and restates in its entirety the Existing Credit Agreement. All rights, benefits, indebtedness, interest, liabilities and obligations of the parties to the Existing Credit Agreement are hereby amended, restated, replaced and superseded, in their entirety, on the terms and provisions set forth herein; provided that all indemnification obligations of the Borrowers pursuant to the Existing Credit Agreement shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement. In furtherance of the foregoing, # each party hereto acknowledges and agrees that, on and as of the Restatement Effective Date, [Schedule 2.01] sets forth all the Commitments of all the Lenders (and no Person whose name does not appear on [Schedule 2.01] shall have, or shall be deemed to have, a Commitment on the Restatement Effective Date, it being understood and agreed that each such Person, if a Lender under the Existing Credit Agreement, shall continue to be entitled to the benefits of [Sections 2.14, 2.16, 2.17 and 10.03]3]3]3] of the Existing Credit Agreement) and # each Global Tranche

Amendment and Restatement. On the Closing Date, this Guaranty shall supersede the Amended and Restated Continuing Guaranty, dated as of March 30, 2015 (the “Existing Guaranty”), by the ​ in favor of the Administrative Agent, for the benefit of the Administrative Agent and the ​, in its entirety, except as provided in this Section 19. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Guaranty shall be evidenced by this Guaranty and the other Loan Documents.

Amendment and Restatement. This Supplemental Note Purchase Agreement amends and restates in its entirety all of the terms, conditions and provisions of the Amended Supplement.

Amendment and Restatement In order to facilitate the Restatement and otherwise to effectuate the desires of the Borrowers, the Administrative Agent and the Lenders

Amendment and Restatement. On the Closing Date, all Loans and other amounts outstanding under the Existing Credit Agreement, if any, shall be repaid and unpaid accrued interest, facility fees and letter of credit fees payable under the Existing Credit Agreement shall be paid, in each case contemporaneously with the making of Loans hereunder and all commitments to extend credit thereunder shall be amended and restated as set forth in this Agreement.

Restatement and Amendment. This document incorporates into one document all of the provisions of the Plan, as amended and in effect as of August 1, 2016.

ARTICLE # THE COMMITMENTS AND CREDIT EXTENSIONS 42

Restatement. Except as otherwise stated in Section 18.2 and this Section 18.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Loan Documents are hereby amended and restated in their entirety, and as so amended and restated, replaced and superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents. Except as provided below, the amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Indebtedness and other obligations and liabilities of any Loan Party evidenced by or arising under the Existing Loan Documents, and the Liens in the Collateral (as such term is defined herein) of Agent securing such Indebtedness and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of Agent for the benefit of the Lender Group. The principal amount of the loans and the amount of the Letters of Credit outstanding as of the date hereof under the Existing Loan Documents shall be allocated to the Advances and Letters of Credit hereunder in such manner and in such amounts as Agent shall determine.

Restatement. For purposes of this Policy, a “Restatement” means an accounting restatement that Republic is required to prepare due to Republic’s material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. For the avoidance of doubt, an accounting restatement that occurs as a result of a change in accounting principles shall not be deemed a Restatement.

Purpose of Restatement. Pursuant to direction of the Compensation Committee of Arrow Electronics, Inc. (the “Company”) at a meeting on September 21, 2004, a deferred compensation plan for non-employee directors (“Plan”) was established effective October 1, 2004 as a separate component of the Arrow Electronics, Inc. Executive Deferred Compensation Plan. For the period January 1, 2005 through December 31, 2008, deferrals were authorized, made and administered in accordance with revised Plan terms intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“[Section 409A]”) and regulations and guidance thereunder (“Regulations”). Effective January 1, 2009 with respect to all deferrals since its original October 1, 2004 effective date and not previously distributed, the Plan was amended and restated in order to reflect the requirements of the final regulations under Section 409A. Effective January 1, 2018, the Plan hereby is amended and restated to provide clarification with respect to deferrals under the Non-Employee Directors Deferred Stock Unit Plan.