SIXTH AMENDMENT TO CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of December 13,
2002, is entered into by and among AVNET, INC., a New York corporation ("Avnet"), the lenders party to the
Credit Agreement referred to below (each a "Lender" and, collectively, the "Lenders") and BANK OF
AMERICA, N.A., as administrative agent for itself and the other Lenders (in such capacity, the "Administrative
A. Avnet, the Lenders and the Administrative Agent are parties to that certain Credit Agreement (Multi-Year)
dated as of October 25, 2001, as amended or modified by that First Amendment to Credit Agreement (Multi-
Year) dated as of March 29, 2002, that Second Amendment to Credit Agreement (Multi-Year) dated as of
October 10, 2002, that certain letter agreement dated as of November 8, 2002, that Third Amendment to Credit
Agreement dated as of November 23, 2002, that Fourth Amendment to Credit Agreement dated as of
December 9, 2002, and that Fifth Amendment to Credit Agreement dated as of December 12, 2002 (the "Fifth
Amendment") (as so amended or modified, the "Credit Agreement"), pursuant to which the Administrative Agent
and the Lenders have extended certain credit facilities to Avnet and certain of its Subsidiaries.
B. Avnet has requested that the Administrative Agent and the Lenders agree to certain amendments of the Credit
C. The Administrative Agent and the Lenders are willing to amend the Credit Agreement subject to the terms and
conditions of this Amendment.
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged,
the parties hereto hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein shall have the meanings, if any,
assigned to such terms in the Credit Agreement as amended hereby.
2. Amendments to Credit Agreement. The Credit Agreement shall be amended, effective as of the Effective Date,