Section 1. Definitions Used Herein.   Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth for such terms in, or incorporated by reference into, the Original Agreement.

Section 2. Amendment.  Subject to the terms and conditions set forth herein, the Original Agreement is hereby amended as follows:

(a) Section 7.1(p) of the Original Agreement is hereby deleted in its entirety and replaced with the following:

(b) The definition of “Excluded Receivable” in Exhibit I to the Original Agreement is hereby deleted in its entirety and replaced with the following:

Section 3. Conditions to Effectiveness of Amendment.  This Amendment shall become effective as of the date hereof, upon the satisfaction of the conditions precedent that:

(a) Amendment.  The Agent and each Seller Party shall have received, on or before the date hereof, executed counterparts of this Amendment, duly executed by each of the parties hereto.

(b) Representations and Warranties.  As of the date hereof, both before and after giving effect to this Amendment, all of the representations and warranties of each Seller Party contained in the Original Agreement and in each other Transaction Document shall be true and correct in all material respects as though made on the date hereof (and by its execution hereof, each Seller Party shall be deemed to have represented and warranted such); it being understood that any specific occurrence or

occurrences constituting breaches of any representation or warranty, to the extent waived in writing by the Financial Institutions and the Companies, ceased to constitute any such breach (solely with respect to such specific occurrence or occurrences) from and after the date of such waiver.

(c) No Amortization Event or Potential Amortization Event.  As of the date hereof, both before and after giving effect to this Amendment, no Amortization Event or Potential Amortization Event shall have occurred and be continuing (and by its execution hereof, each Seller Party shall be deemed to have represented and warranted such); it being understood that any specific occurrence or occurrences constituting Amortization Events or Potential Amortization Events, to the extent waived in writing by the Financial Institutions and the Companies, ceased to constitute Amortization Events or Potential Amortization Events (solely with respect to such specific occurrence or occurrences) from and after the date of such waiver.

Section 4. Miscellaneous.

(a) Effect; Ratification.  The amendment set forth herein is effective solely for the purposes set forth herein and shall be limited precisely as written, and shall not be deemed (i) to be a consent to, or an acknowledgment of, any amendment, waiver or modification of any other term or condition of the Original Agreement or of any other instrument or agreement referred to therein or (ii) to prejudice any right or remedy which the Agent, any Company or Financial Institution (or any of their respective assigns) may now have or may have in the future under or in connection with the Receivables Purchase Agreement, as amended hereby, or any other instrument or agreement referred to therein.  Each reference in the Receivables Purchase Agreement to “this Agreement,” “herein,” “hereof” and words of like import and each reference in the other Transaction Documents to the Original Agreement or to the “Receivables Purchase Agreement” shall mean the Original Agreement as amended hereby.  This Amendment shall be construed in connection with and as part of the Receivables Purchase Agreement and all terms, conditions, representations, warranties, covenants and agreements set forth in the Receivables Purchase Agreement and each other instrument or agreement referred to therein, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

(b) Transaction Documents.  This Amendment is a Transaction Document executed pursuant to the Receivables Purchase Agreement and shall be construed, administered and applied in accordance with the terms and provisions thereof.

(c) Costs, Fees and Expenses.  Seller agrees to reimburse the Agent and each Purchaser and its assigns upon demand for all reasonable and documented out-of-pocket costs, fees and expenses in connection with the preparation, execution and delivery of this Amendment (including the reasonable fees and expenses of counsel to the Agent).

(d) Counterparts.  This Amendment may be executed in any number of counterparts, each such counterpart constituting an original and all of which when taken together shall constitute one and the same instrument.

(e) Severability.  Any provision contained in this Amendment which is held to be inoperative, unenforceable or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable or invalid without affecting the remaining provisions of this Amendment in that jurisdiction or the operation, enforceability or validity of such provision in any other jurisdiction.

(f) GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD

REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

(g) WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AMENDMENT, ANY DOCUMENT EXECUTED BY ORIGINATOR PURSUANT TO THIS AMENDMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.

AVNET RECEIVABLES CORPORATION,

as Seller

By:

______________________________________

Name:

Kevin Moriarty

Title:

President

AVNET, INC., as Servicer

By:

______________________________________

Name: 

Erin Lewin

Title:

Senior Vice President and General Counsel

Commitment:  $153,000,000

CHARIOT FUNDING LLC,

as a Company and as a Financial Institution

By:

JPMorgan Chase Bank, N.A.,

its Attorney-in-Fact

By:

______________________________________

Name:

Title:

JPMORGAN CHASE BANK, N.A.,

as Agent

By:

______________________________________

Name:

Title:

LIBERTY STREET FUNDING LLC,

as a Company

By:

______________________________________

Name:

Title:

Commitment:  $153,000,000

THE BANK OF NOVA SCOTIA,

as a Financial Institution

By:

______________________________________

Name:

Title:

VICTORY RECEIVABLES CORPORATION,

as a Company

By:

_____________________________________

Name:

Title:

Commitment:  $127,500,000

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

NEW YORK BRANCH, as a Financial Institution

By:

_____________________________________

Name:

Title:

PNC BANK, NATIONAL ASSOCIATION,

as a Company

By: 

______________________________________

Name:

Title:

Commitment:  $125,000,000

PNC BANK, NATIONAL ASSOCIATION,

as a Financial Institution

By: 

______________________________________

Name:

Title:

BRANCH BANKING AND TRUST COMPANY,

as a Company

By:

______________________________________

Name:

Title:

Commitment:  $75,000,000

BRANCH BANKING AND TRUST COMPANY,

as a Financial Institution

By:

______________________________________

Name:

Title:

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as a Company

By:

______________________________________

Name:

Title:

Commitment:  $150,000,000

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as a Financial Institution

By:

______________________________________

Name:

Title:

Manhattan Asset Funding

Company LLC, as a Company

By: 

MAF Receivables Corp., its member

By:

______________________________________

Name:

Title:

SMBC NIKKO SECURITIES AMERICA, INC.,

as agent for the SMBC Company

By: 

______________________________________

Name:

Title:

Commitment:  $127,500,000

Sumitomo Mitsui Banking Corporation, as a Financial Institution

By: 

______________________________________

Name:

Title: