8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 31, 2010

Nu Horizons Electronics Corp.

(Exact name of registrant as specified in its charter)

DELAWARE	1-8798	11-2621097
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

70 Maxess Road, Melville, New York	11747
(Address of principal executive offices)	(Zip Code)

(631) 396-5000

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR 240.13e-4(c))

Introductory Note

On January 3, 2011, Nu Horizons Electronics Corp., a Delaware corporation (“Nu Horizons” or the “Company”), consummated the merger (the “Merger”) of Neptune Acquisition Corporation, Inc. (“Merger Sub”), a Delaware corporation and wholly-owned subsidiary of Arrow Electronics, Inc., a New York corporation (“Arrow”), with and into Nu Horizons, in accordance with the Agreement and Plan of Merger, dated as of September 19, 2010, by and among Nu Horizons, Arrow and Merger Sub (the “Merger Agreement”), with Nu Horizons continuing as the surviving corporation (the “Surviving Corporation”).  Pursuant to the terms of the Merger Agreement, each share of Nu Horizons common stock, $0.0066 par value per share (the “Common Stock”), issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”), was converted into the right to receive $7.00 in cash, without interest (the “Merger Consideration”).  Upon the Effective Time, Nu Horizons became a wholly-owned subsidiary of Arrow.

Item 1.01            Entry into Material Definitive Agreement.

On December 31, 2010, in connection with the consummation of the Merger, the Company and Wells Fargo Capital Finance, part of Wells Fargo & Company, as a lender and as administrative agent (“Agent”), together with two other banks (collectively, the “Lenders”), entered into Amendment No. 1 to the Loan and Security Agreement (the “Amendment”), amending the asset-based revolving credit agreement among the Company, certain of its subsidiaries and the Lenders dated as of June 28, 2010 (the “Credit Agreement”).  Capitalized terms used but not otherwise defined in this Item 1.01 shall have the meanings ascribed to them in the Credit Agreement.

Pursuant to the Amendment, the Lenders agreed that the Change of Control of the Company in connection with the Merger (as more fully described in Item 5.01 of this Current Report on Form 8-K) would not be a Default or Event of Default under the Credit Agreement; provided, that (i) the Company must deliver a specified notice to Agent at least one (1) Business Day prior to the consummation of the Merger, (ii) the Merger is consummated on or before January 5, 2011, (iii) all of the Obligations to the Lenders under the Loan Documents are satisfied in full and the Loan Documents are terminated in accordance with the terms of the Amendment, (iv) a termination agreement, substantially in form and substance to that annexed to the Amendment (the “Termination Agreement”), is executed and delivered and (v) the conditions precedent set forth in the Termination Agreement are satisfied in full, to the satisfaction of Agent, within one (1) Business Day after the Effective Time.

All descriptions of the terms of the Amendment are qualified by reference to the actual provisions of the Amendment which is filed as Exhibit 10.1 hereto and which provisions are incorporated herein by reference.

Item 1.02Termination of Material Definitive Agreement.

On January 3, 2011, pursuant to the terms of the Merger Agreement, the Company terminated

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each of the following stock incentive plans: the 2002 Key Employee Stock Incentive Plan, the 2002 Outside Directors’ Stock Option Plan and the 2010 Outside Directors’ Stock Option Plan (the “2010 Plan,” and collectively, the “Plans”).  The Company previously issued stock options to its non-employee directors and stock options and/or restricted stock awards to its executive officers pursuant to the Plans, other than the 2010 Plan, under which no awards had been granted.  In connection with the Merger, all outstanding stock options and shares of restricted stock were cancelled, as more fully described in Item 3.03 of this Current Report on Form 8-K. On January 3, 2011, in connection with the consummation of the Merger, the Company terminated its Credit Agreement with the Lenders. The credit facility established under the Credit Agreement provided for maximum borrowings of $80,000,000, with an option to increase the facility to a maximum borrowing of $110,000,000 under certain circumstances (the “Credit Facility”).  Up to $60 million of the Credit Facility was to be used to finance the Company’s United States (“U.S.”) operations (the “U.S. Credit Line”), with the $20 million balance (the “Foreign Credit Line”) to be used to finance the Company’s United Kingdom (“U.K.”) and Asian operations.  The Credit Agreement provided for borrowings at variable interest rates utilizing an asset-based formula predicated on a percent of qualifying accounts receivable and inventory at any given month end and taking into account the excess credit availability under the Credit Agreement.  The Company and certain of its U.S. subsidiaries were co-borrowers under the U.S. Credit Line, which was secured by a lien on all of the assets of the Company.  The Forei gn Credit Line was secured by a lien on all of the assets of the Company’s U.K. and Singaporean subsidiaries and the pledge by the Company of shares of its U.K. and Singaporean subsidiaries.  The Company had guaranteed the obligations of its U.K. and Singaporean subsidiaries under the Foreign Credit Line.

Item 2.01Completion of Acquisition or Disposition of Assets.

On January 3, 2011, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Company.  As a result of the Merger, the Company became a wholly-owned subsidiary of Arrow, and each share of Common Stock issued and outstanding immediately before the Effective Time, other than shares held by the Company, Arrow or their subsidiaries, was automatically cancelled and converted into the right to receive $7.00 in cash, without interest, less any applicable withholding taxes.

Item 3.01Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As a result of the Merger, the Company no longer fulfills the numerical listing requirements of the NASDAQ Stock Market (“NASDAQ”).  On January 3, 2011, the Company notified NASDAQ that the Merger had been completed and trading of Common Stock on the Nasdaq Global Select Market was suspended. The Company has requested that NASDAQ file with the United States Securities and Exchange Commission (the “SEC”) an application on Form 25 to remove the Company’s common stock from listing on the Nasdaq Global Select Market and from registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  In addition, the Company intends to file with the SEC a certification on Form 15 under the Exchange Act requesting that the Common Stock be deregistered and that the

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Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.

Item 3.03Material Modification to Rights of Security Holders.

As a result of the Merger, on January 3, 2011 each share of Common Stock issued and outstanding immediately before the Effective Time, other than shares held by the Company, Arrow or their subsidiaries, was automatically cancelled and converted into the right to receive $7.00 in cash, without interest and less any applicable withholding taxes.  Each restricted stock award outstanding as of the Effective Time was treated in the same manner as ownership of Common Stock.

Each stock option outstanding as of the Effective Time that was granted by the Company was cancelled, and option holders will receive an amount in cash equal to the product of (x) the number of shares of Common Stock covered by such option, whether or not vested, multiplied by (y) the excess, if any, of the $7.00 per share merger consideration over the per share exercise price for such option, less any applicable withholding taxes.  No amounts will be paid with respect to options that had an exercise price equal to or greater than $7.00 per share.

Item 5.01Changes in Control of Registrant.

At the Effective Time, a change in control of the Company occurred, and the Company is now a wholly-owned subsidiary of Arrow, as described in Item 2.01 of this Current Report on Form 8-K.  The aggregate merger consideration to be paid by Arrow for all outstanding shares of Common Stock in connection with the Merger is approximately $134,693,000. The merger consideration will be paid by Arrow from its cash on hand.

The information set forth in Item 2.01 and Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference in response to this Item 5.01.

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the terms of the Merger Agreement, on January 3, 2011, each member of the Company’s board of directors and each officer of the Company, other than Martin Kent who will remain as President, ceased to be a director or officer of the Company, and the directors and officers of Merger Sub immediately prior to the Effective Time became the initial directors and officers of the surviving corporation. In addition, in furtherance of the provisions of the Merger Agreement, each member of the Company’s board of directors delivered his resignation as of the Effective Time.

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the terms of the Merger Agreement, at the Effective Time, the articles of incorporation of the Company were amended and restated in their entirety, and the bylaws of

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Merger Sub in effect immediately prior to the Effective Time became the bylaws of the Company.

The Company’s articles of incorporation and bylaws, as of the Effective Time, are filed as Exhibits 3.1 and 3.2 hereto, respectively, and are incorporated by reference in response to this Item 5.03.

Item 9.01Financial Statements and Exhibits.

(d)           Exhibits

Exhibit No.	Description
2.1	Agreement and Plan of Merger dated September 19, 2010 (Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on September 20, 2010)
3.1	Amended and Restated Articles of Incorporation of Nu Horizons Electronics Corp.
3.2	Bylaws of Surviving Corporation
10.1	Amendment No. 1 to Loan and Security Agreement

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	Nu Horizons Electronics Corp.
	(Registrant)
Date:   January 3, 2011	By:	/s/ Martin Kent
	Name:	Martin Kent
	Title:	President

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EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION
OF
NU HORIZONS ELECTRONICS CORP.

ARTICLE I
NAME OF CORPORATION

The name of the Corporation (the “Corporation”) is:

Nu Horizons Electronics Corp.

ARTICLE II
REGISTERED OFFICE

The address of the Corporation’s registered office in the State of Delaware is 160 Greentree Drive, Suite 101, in the City of Dover, County of Kent, 19904.  The Registered Agent in charge thereof is National Registered Agents, Inc.

ARTICLE III
PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

ARTICLE IV
AUTHORIZED CAPITAL STOCK

The Corporation shall be authorized to issue one class of stock, to be designated Common Stock; the total number of shares of Common Stock which the Corporation shall have authority to issue is one hundred (100), and each such share shall have a par value of $0.01.

ARTICLE V
DURATION

The duration of the Corporation shall be perpetual.

ARTICLE VI
BOARD POWER REGARDING BYLAWS

In furtherance and not in limitation of the powers conferred by statute, the board of directors of the Corporation (the “Board”) is expressly authorized to make, repeal, alter, amend and rescind the bylaws of the Corporation (the “Bylaws”).

ARTICLE VII
DIRECTORS

Section 7.1             The business and affairs of the Corporation shall be managed by or under the direction of the Board.

Section 7.2             The number of directors of the Corporation shall be as from time to time fixed by, or in the manner provided in, the Bylaws.

Section 7.3             Elections of directors need not be by written ballot unless the Bylaws shall so provide.

Section 7.4             In addition to the powers and authority hereinbefore or by law expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL, this certificate of incorporation and the Bylaws, all as in effect from time to time.

ARTICLE VIII
STOCKHOLDERS’ MEETINGS

Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide.  The books of the Corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board or in the Bylaws.

ARTICLE IX
LIMITATION OF LIABILITY

No person who is or was at any time a director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such person as a director; provided, however, that, unless and except to the extent otherwise permitted from time to time by applicable law, the provisions of this Article IX shall not eliminate or limit the liability of a director (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for any act or omission by the director which is not in good faith or which involves intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, (iv) for any transaction from which the director derived an improper personal benefit or (v) for any act or omission occurring prior to the adoption of the Certificate o f Incorporation of Nu Horizons Electronics Corp. dated as of September 30, 1987.  No amendment to or repeal of this Article IX shall apply to or have any effect on the liability or alleged

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liability of any director of the Corporation for or with respect to any act or omission of such director occurring prior to such amendment or repeal.  If the DGCL is amended after the filing of this certificate of incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

ARTICLE X
CORPORATE POWER

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred on stockholders herein are granted subject to this reservation.

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EX-3.2

Exhibit 3.2

BYLAWS

OF

NEPTUNE ACQUISITION CORPORATION, INC.

TABLE OF CONTENTS

	Page
ARTICLE I
Office and Records
Section 1.1 Delaware Office	1
Section 1.2 Other Offices	1
Section 1.3 Books and Records	1
ARTICLE II
Stockholders
Section 2.1 Annual Meeting	1
Section 2.2 Special Meetings	1
Section 2.3 Notice of Meetings	2
Section 2.4 Quorum	2
Section 2.5 Voting	2
Section 2.6 Proxies	3
Section 2.7 List of Stockholders	3
Section 2.8 Written Consent of Stockholders in Lieu of Meeting.	3
ARTICLE III
Directors
Section 3.1 Number of Directors	3
Section 3.2 Election and Term of Directors	4
Section 3.3 Vacancies and Newly Created Directorships	4
Section 3.4 Resignation	4
Section 3.5 Removal	4
Section 3.6 Meetings	4
Section 3.7 Quorum and Voting	5
Section 3.8 Written Consent of Directors in Lieu of a Meeting	5
Section 3.9 Compensation	5
Section 3.10 Committees of the Board of Directors	5

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ARTICLE IV

Officers, Agents and Employees

Section 4.1 Appointment and Term of Office	6
Section 4.2 Resignation and Removal	6
Section 4.3 Compensation and Bond	6
Section 4.4 Chairman of the Board	6
Section 4.5 President	6
Section 4.6 Vice Presidents	7
Section 4.7 Treasurer	7
Section 4.8 Secretary	7
Section 4.9 Assistant Treasurers	7
Section 4.10 Assistant Secretaries	7
Section 4.11 Delegation of Duties	7
ARTICLE V
Indemnifications and Insurance
Section 5.1 Right to Indemnification	8
Section 5.2 Right to Advancement of Expenses	8
Section 5.3 Right of Indemnitee to Bring Suit	8
Section 5.4 Non-Exclusivity of Rights	9
Section 5.5 Insurance	9
Section 5.6 Indemnification of Employees and Agents of the Corporation	9
Section 5.7 Contract Rights	9
ARTICLE VI
Common Stock
Section 6.1 Certificates	10
Section 6.2 Transfers of Stock	10
Section 6.3 Lost, Stolen or Destroyed Certificates	10
Section 6.4 Stockholder Record Date	10
ARTICLE VII
Seal
Section 7.1 Seal	11
ARTICLE VIII
Waiver of Notice
Section 8.1 Waiver of Notice	11

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ARTICLE IX
Checks, Notes, Drafts, Etc.
Section 9.1 Checks, Notes, Drafts, Etc.	12
ARTICLE X
Amendments
Section 10.1 Amendments	12

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BYLAWS

OF

NEPTUNE ACQUISITION CORPORATION, INC.

ARTICLE I

Office and Records

Section 1.1  Delaware Office.  The principal office of the Corporation in the State of Delaware shall be located in the City of Dover, County of Kent, and the name and address of its registered agent is National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware.

Section 1.2  Other Offices.  The Corporation may have such other offices, either within or without the State of Delaware, as the Board of Directors may designate or as the business of the Corporation may from time to time require.

Section 1.3  Books and Records.  The books and records of the Corporation may be kept at the Corporation’s principal executive offices in Melville, New York or at such other locations outside the State of Delaware as may from time to time be designated by the Board of Directors.

ARTICLE II

Stockholders

Section 2.1  Annual Meeting.  Except as otherwise provided in Section 2.8 of these Bylaws, an annual meeting of stockholders of the Corporation shall be held at such time and date in each year as the Board of Directors, the Chairman of the Board, if any, or the President may from time to time determine.  The annual meeting in each year shall be held at such place within or without the State of Delaware as may be fixed by the Board of Directors.

Section 2.2  Special Meetings.  A special meeting of the holders of stock of the Corporation entitled to vote on any business to be considered at any such meeting may be called only by the Chairman of the Board, if any, or the President or any Vice President, and shall be called by the Chairman of the Board, if any, or the President or the Secretary when directed to do so by resolution of the Board of Directors or at the written request of directors representing a majority of the total number of directors which the Corporation would at the time have if there were no vacancies (the “Whole Board”).  Any such request shall state the purpose or purposes of the proposed meeting.  The Board of Directors may designate the place of meeting for any special meeting of stockholders, and if no such designation is made, the place of meeting shall be the principal executive offices of the Corporation.

Section 2.3  Notice of Meetings.  Whenever stockholders are required or permitted to take any action at a meeting, unless notice is waived as provided in Section 8.1 of these Bylaws, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

Unless otherwise provided by law, and except as to any stockholder duly waiving notice, the written notice of any meeting shall be given personally or by mail, not less than ten nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting.  If mailed, notice shall be deemed given when deposited in the mail, postage prepaid, directed to the stockholder at his or her address as it appears on the records of the Corporation.

When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting.  If, however, the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 2.4  Quorum.  Except as otherwise provided by law or by the Certificate of Incorporation or by these Bylaws, at any meeting of stockholders the holders of a majority of the outstanding stock entitled to vote thereat, either present or represented by proxy, shall constitute a quorum for the transaction of any business, but the stockholders present, although less than a quorum, may adjourn the meeting to another time or place and, except as provided in the last paragraph of Section 2.3 of these Bylaws, notice need not be given of the adjourned meeting.

Section 2.5  Voting.  Whenever directors are to be elected at a meeting, they shall be elected by a plurality of the votes cast at the meeting by the holders of stock entitled to vote. Whenever any corporate action, other than the election of directors, is to be taken by vote of stockholders at a meeting, such corporate action shall, except as otherwise required by law or by the Certificate of Incorporation or by these Bylaws, be authorized if the votes cast by the holders of stock entitled to vote thereon in favor of such corporate action exceed the votes cast against such corporate action.

Except as otherwise provided by law, or by the Certificate of Incorporation, each holder of record of stock of the Corporation entitled to vote on any matter at any meeting of stockholders shall be entitled to one vote for each share of such stock standing in the name of such holder on the stock ledger of the Corporation on the record date for the determination of the stockholders entitled to vote at the meeting.

Upon the demand of any stockholder entitled to vote, the vote for directors or the vote on any other matter at a meeting shall be by written ballot, but otherwise the method of voting and the manner in which votes are counted shall be discretionary with the presiding officer at the meeting.

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Section 2.6  Proxies.  Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.  Every proxy shall be signed by the stockholder or by his duly authorized attorney.

Section 2.7  List of Stockholders.  The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list sh all also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this Section or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 2.8  Written Consent of Stockholders in Lieu of Meeting.  Any action required by the Delaware General Corporation Law (the “DGCL”) to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Prompt written notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given t o those stockholders who have not consented in writing.  Any such written consent may be given by one or any number of substantially concurrent written instruments of substantially similar tenor signed by such stockholders, in person or by attorney or proxy duly appointed in writing, and filed with the Secretary or an Assistant Secretary of the Corporation.  Any such written consent shall be effective as of the effective date thereof as specified therein, provided that such date is not more than sixty (60) days prior to the date such written consent is filed as aforesaid, or, if no such date is so specified, on the date such written consent is filed as aforesaid.

ARTICLE III

Directors

Section 3.1  Number of Directors.  The Board of Directors shall consist of 2 directors until changed as provided in this Section.  The number of directors may be changed at

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any time and from time to time by vote at a meeting or by written consent of the holders of stock entitled to vote on the election of directors, or by a resolution of the Board of Directors passed by a majority of the Whole Board, except that no decrease shall shorten the term of any incumbent director unless such director is specifically removed pursuant to Section 3.5 of these Bylaws at the time of such decrease.

Section 3.2  Election and Term of Directors.  Directors shall be elected annually, by election at the annual meeting of stockholders or by written consent of the holders of stock entitled to vote thereon in lieu of such meeting.  If the annual election of directors is not held on the date designated therefor, the directors shall cause such election to be held as soon thereafter as convenient. Each director shall hold office from the time of his or her election and qualification until his successor is elected and qualified or until his or her earlier resignation, or removal.

Section 3.3  Vacancies and Newly Created Directorships.  Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by election at a meeting of stockholders or by written consent of the holders of stock entitled to vote thereon in lieu of a meeting.  Except as otherwise provided by law, vacancies and such newly created directorships may also be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

Section 3.4  Resignation.  Any director may resign at any time upon written notice to the Corporation.  Any such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof, and the acceptance of such resignation, unless required by the terms thereof, shall not be necessary to make such resignation effective.

Section 3.5  Removal.  Any or all of the directors may be removed at any time, with or without cause, by vote at a meeting or by written consent of the holders of stock entitled to vote on the election of directors.

Section 3.6  Meetings.  Meetings of the Board of Directors, regular or special, may be held at any place within or without the State of Delaware.  Members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.  An annual meeting of the Board of Directors shall be held after each annual election of directors.  If such election occurs at an annual meeting of stockholders, the annual meeting of the Board of Directors shall be held at the same place and immediatel y following such meeting of stockholders, and no further notice thereof need be given other than this Bylaw.  If an annual election of directors occurs by written consent in lieu of the annual meeting of stockholders, the annual meeting of the Board of Directors shall take place as soon after such written consent is duly filed with the Corporation as is practicable, either at the next regular meeting of the Board of Directors or at a special meeting.  The Board of Directors may fix times and places for additional regular meetings of the Board of Directors and no notice of such meetings need be given.  A special meeting of the Board of Directors shall be held whenever called by the Chairman of the Board, if any, or by the President or by at least one-half

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of the directors for the time being in office, at such time and place as shall be specified in the notice or waiver thereof. Notice of each special meeting shall be given by the Secretary or by a person calling the meeting to each director personally, by mailing the same, postage prepaid not later than the one day before the meeting or by telegraphing, telephoning, e-mailing or transmitting the same by other electronic means not later than one hour before the meeting.

Section 3.7  Quorum and Voting.  A whole number of directors equal to at least one half of the total number of directors shall constitute a quorum for the transaction of business, but if there be less than a quorum at any meeting of the Board of Directors, any director present may adjourn the meeting from time to time, and no further notice thereof need be given other than announcement at the meeting which shall be so adjourned. Except as otherwise provided by law, by the Certificate of Incorporation, or by these Bylaws, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3.8  Written Consent of Directors in Lieu of a Meeting.  Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee.

Section 3.9  Compensation.  Directors may receive compensation for services to the Corporation in their capacities as directors or otherwise in such manner and in such amounts as may be fixed from time to time by the Board of Directors.

Section 3.10  Committees of the Board of Directors.  The Board of Directors may from time to time, by resolution passed by majority of the Whole Board, designate one or more committees, each committee to consist of one or more directors of the Corporation.  The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  The resolution of the Board of Directors may, in addition or alternatively, provide that in the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting i n the place of any such absent or disqualified member.  Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it, except as otherwise provided by law. Unless the resolution of the Board of Directors expressly so provides, no such committee shall have the power or authority to declare a  dividend or to authorize the issuance of stock.  Any such  committee may adopt rules governing the method of calling and time and place of holding its meetings.  Unless otherwise  provided by the Board of Directors, a majority of any such committee (or the member thereof, if only one) shall constitute a quorum for the transaction of business, and the vote of a majority of the members of such committee  present at a m eeting at which a quorum is present shall be the act of such committee.  Each such committee shall keep a record of its acts and proceedings and shall report thereon to the Board of Directors whenever requested so to do. Any or all members of any such committee

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may be removed, with or without cause, by resolution of the Board of Directors, passed by a majority of the whole Board.

ARTICLE IV

Officers, Agents And Employees

Section 4.1  Appointment and Term of Office.  The officers of the Corporation may include a President, a Secretary and a Treasurer, and may also include a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries and one or more Assistant Treasurers.  All such officers shall be appointed by the Board of Directors or by a duly authorized committee thereof, and shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article IV, together with such other powers and duties as from time to time may be conferred by the Board of Directors or any committee thereof.  Any number of such offices may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one cap acity.  Except as may be prescribed otherwise by the Board of Directors or a committee thereof in a particular case, all such officers shall hold their offices at the pleasure of the Board of Directors for an unlimited term and need not be reappointed annually or at any other periodic interval. The Board of Directors may appoint, and may delegate power to appoint, such other officers, agents and employees as it may deem necessary or proper, who shall hold their offices or positions for such terms, have such authority and perform such duties as may from time to time be determined by or pursuant to authorization of the Board of Directors.

Section 4.2  Resignation and Removal.  Any officer may resign at any time upon written notice to the Corporation.  Any officer, agent or employee of the Corporation may be removed by the Board of Directors, or by a duly authorized committee thereof, with or without cause at any time.  The Board of Directors or such a committee thereof may delegate such power of removal as to officers, agents and employees not appointed by the Board of Directors or such a committee.  Such removal shall be without prejudice to a person’s contract rights, if any, but the appointment of any person as an officer, agent or employee of the Corporation shall not of itself create contract rights.

Section 4.3  Compensation and Bond.  The compensation of the officers of the Corporation shall be fixed by the Board of Directors, but this power may be delegated to any officer in respect of other officers under his or her control.  The Corporation may secure the fidelity of any or all of its officers, agents or employees by bond or otherwise.

Section 4.4  Chairman of the Board.  The Chairman of the Board, if there be one, shall preside at all meetings of stockholders and of the Board of Directors, and shall have such other powers and duties as may be delegated to him or her by the Board of Directors.

Section 4.5  President.  The President shall be the chief executive officer of the Corporation.  In the absence of the Chairman of the Board (or if there be none), he or she shall preside at all meetings of the stockholders and of the Board of Directors.  He or she shall have general charge of the business affairs of the Corporation.  He or she may employ and discharge

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employees and agents of the Corporation, except such as shall be appointed by the Board of Directors, and he or she may delegate these powers.  The President may vote the stock or other securities of any other domestic or foreign corporation of any type or kind which may at any time be owned by the Corporation, may execute any stockholders’ or other consents in respect thereof and may in his or her discretion delegate such powers by executing proxies, or otherwise, on behalf of the Corporation.  The Board of Directors by resolution from time to time may confer like powers upon any other person or persons.

Section 4.6  Vice Presidents.  Each Vice President shall have such powers and perform such duties as the Board of Directors or the President may from time to time prescribe.  In the absence or inability to act of the President, unless the Board of Directors shall otherwise provide, the Vice President who has served in that capacity for the longest time and who shall be present and able to act, shall perform all the duties and may exercise any of the powers of the President.

Section 4.7  Treasurer.  The Treasurer shall have charge of all funds and securities of the Corporation, shall endorse the same for deposit or collection when necessary and deposit the same to the credit of the Corporation in such banks or depositaries as the Board of Directors may authorize.  He or she may endorse all commercial documents requiring endorsements for or on behalf of the Corporation and may sign all receipts and vouchers for payments made to the Corporation.  He or she shall have all such further powers and duties as generally are incident to the position of Treasurer or as may be assigned to him or her by the President or the Board of Directors.

Section 4.8  Secretary.  The Secretary shall record all the proceedings of the meetings of the stockholders and directors in a book to be kept for that purpose and shall also record therein all action taken by written consent of the stockholders or directors in lieu of a meeting.  He or she shall attend to the giving and serving of all notices of the Corporation. He or she shall have custody of the seal of the Corporation and shall attest the same by his or her signature whenever required.  He or she shall have charge of the stock ledger and such other books and papers as the Board of Directors may direct, but he or she may delegate responsibility for maintaining the stock ledger to any transfer agent appointed by the Board of Directors.  He or she shall have all such further powers and duties as genera lly are incident to the position of Secretary or as may be assigned to him or her by the President or the Board of Directors.

Section 4.9  Assistant Treasurers.  In the absence or inability to act of the Treasurer, any Assistant Treasurer may perform all the duties and exercise all the powers of the Treasurer.  An Assistant Treasurer shall also perform such other duties as the Treasurer or the Board of Directors may assign to him or her.

Section 4.10  Assistant Secretaries.  In the absence or inability to act of the Secretary, any Assistant Secretary may perform all the duties and exercise all the powers of the Secretary.  An Assistant Secretary shall also perform such other duties as the Secretary or the Board of Directors may assign to him or her.

Section 4.11  Delegation of Duties.  In case of the absence of any officer of the Corporation, or for any other reason that the Board of Directors may deem sufficient, the Board

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of Directors may confer for the time being the powers or duties, or any of them, of such officer upon any other officer or upon any director.

ARTICLE V

Indemnification And Insurance

Section 5.1  Right to Indemnification.  Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she or a person of whom he or she is the legal representative is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of any other corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to any employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agen t or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred by such indemnitee in connection therewith; provided, however, that except as provided in Section 5.3 with respect to proceedings seeking to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee seeking indemnification in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors.

Section 5.2  Right to Advancement of Expenses.  The right to indemnification conferred in Section 5.1 shall include the right to be paid by the Corporation the expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the DGCL requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so a dvanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 5.2 or otherwise.

Section 5.3  Right of Indemnitee to Bring Suit.  If a claim under Section 5.1 or Section 5.2 is not paid in full by the Corporation within thirty (30) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses,

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in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim.  If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit.  In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right of an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee ha s not met any applicable standard for indemnification set forth in the DGCL.  Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or stockholders) to have made a determination prior to the commencement of such action that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit.  In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article V or otherwise shall be on the Corporation.

Section 5.4  Non-Exclusivity of Rights.  The right to indemnification and the advancement of expenses conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, provision of these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 5.5  Insurance.  The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

Section 5.6  Indemnification of Employees and Agents of the Corporation.  The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and rights to the advancement of expenses, to any employee or agent of the Corporation to the fullest extent of the provisions of this Article V with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

Section 5.7  Contract Rights.  The rights to indemnification and to the advancement of expenses conferred in Section 5.1 and Section 5.2 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.

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ARTICLE VI

Common Stock

Section 6.1  Certificates.  Certificates for stock of the Corporation shall be in such form as shall be approved by the Board of Directors and shall be signed in the name of the Corporation by the Chairman of the Board, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary.  Such certificates may be sealed with the seal of the Corporation or a facsimile thereof. Any of or all the signatures on a certificate may be a facsimile.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were su ch officer, transfer agent or registrar at the date of issue.

Section 6.2  Transfers of Stock.  Transfers of stock shall be made only upon the books of the Corporation by the holder, in person or by duly authorized attorney, and on the surrender of the certificate or certificates for the same number of shares, properly endorsed.  The Board of Directors shall have the power to make all such rules and regulations, not inconsistent with the Certificate of Incorporation and these Bylaws and the DGCL, as the Board of Directors may deem appropriate concerning the issue, transfer and registration of certificates for stock of the Corporation.  The Board of Directors may appoint one or more transfer agents or registrars of transfers, or both, and may require all stock certificates to bear the signature of either or both.

Section 6.3  Lost, Stolen or Destroyed Certificates.  The Corporation may issue a new stock certificate in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate or his or her legal representative to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate. The Board of Directors may require such owner to satisfy other reasonable requirements as it deems appropriate under the circumstances.

Section 6.4  Stockholder Record Date.  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted by the Board of Directors, and which shall not be more than sixty nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action.

If no record date is fixed by the Board of Directors, (l) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the date on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held,

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(2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be at the close of business on the day on which the first written consent is expressed by the filing thereof with the Corporation as provided in Section 2.8 of these Bylaws, and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to notice of, and to vote at, such meeting and any adjournment thereof, or to give such consent, or to receive payment of such dividend or other distribution, or to exercise such rights in respect of any such change, conversion or exchange of stock, or to participate in such action, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any record date so fixed.

ARTICLE VII

Seal

Section 7.1  Seal. The seal of the Corporation shall be circular in form and shall bear, in addition to any other emblem or device approved by the Board of Directors, the name of the Corporation, the year of its incorporation and the words “Corporate Seal” and “Delaware”.  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

ARTICLE VIII

Waiver Of Notice

Section 8.1  Waiver of Notice.  Whenever notice is required to be given to any stockholder or director of the Corporation under any provision of the DGCL or the Certificate of Incorporation or these Bylaws, a written waiver thereof, signed by the person or persons entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.  In the case of a stockholder, such waiver of notice may be signed by such stockholder’s attorney or proxy duly appointed in writing.  Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Ne ither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any written waiver of notice.

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ARTICLE IX

Checks, Notes, Drafts, Etc.

Section 9.1  Checks, Notes, Drafts, Etc.  Checks, notes, drafts, acceptances, bills of exchange and other orders or obligations for the payment of money shall be signed by such officer or officers or person or persons as the Board of Directors or a duly authorized committee thereof may from time to time designate.

ARTICLE X

Amendments

Section 10.1  Amendments.  These Bylaws or any of them may be altered or repealed, and new Bylaws may be adopted, by the stockholders by vote at a meeting or by written consent without a meeting.  The Board of Directors shall also have power, by a majority vote of the Whole Board, to alter or repeal any of these Bylaws, and to adopt new Bylaws.

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EX-10.1

Exhibit 10.1

[Execution]

AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT

AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT, dated December 31, 2010 (this “Amendment No. 1”), is by and among Wells Fargo Capital Finance, LLC, successor by merger to Wachovia Capital Finance Corporation (New England), in its capacity as agent (in such capacity, “Agent”) for the Lenders (as hereinafter defined), the parties to the Loan Agreement (as hereinafter defined) as lenders (each individually an “Existing Lender” and collectively, “Existing Lenders”), Nu Horizons Electronics Corp., a Delaware corporation (“Administrative Borrower”); NIC Components Corp., a New York corporation (“NIC”); Nu Horizons International Corp., a New York corporation (“International”); Razor Electronics, Inc., a New York corporation (“RAZ”); Titan Supply Chain Services Corp., a New York corporation (“TUS”, and together with Administrative Borrower, NIC, International, and RAZ, individually each a “US Borrower” and, collectively, “US Borrowers”), Nu Horizons Electronics Limited, a company incorporated in England and Wales with registration number 02181478 (“NEE-UK”), NIC Components Europe Limited, a company incorporated in England and Wales with registration number 03495816 (“NIC-UK”, and together with NEE-UK, individually each a “UK Borrower” and, collectively, “UK Borrowers” and together with US Borrowers, each individually, a “Borrower” and collectively, “Borrowers”), Nu Horizons Electronics Asia Pte Ltd, a company organized under the laws of Singapore (“Nu Horizons Asia”), NIC Components Asia Pte Ltd, a company incorporated under the laws of Singapore (“NIC Asia”), Titan Supply Chain Services Pte Ltd, a company organized under the laws of Singapore (“TSA”), Nu Horizons Electronics Europe Limite d, a company incorporated in England and Wales with registration number 03507689 (“NU-UK”), Titan Supply Chain Services Limited, a company incorporated in England and Wales with registration number 04930783 (“TSE”), NuXchange B2B Services, Inc., a Delaware corporation (“NUX” and together with NU-UK, Nu Horizons Asia, NIC Asia, TSA, and TSE, each individually, a “Guarantor” and collectively “Guarantors”).

W I T N E S S E T H :

WHEREAS, Agent, Lenders, Borrowers and Guarantors have entered into financing arrangements pursuant to which Lenders (or Agent on behalf of Lenders) have made and may make loans and advances and provide other financial accommodations to Borrowers as set forth in the Loan and Security Agreement, dated June 28, 2010, by and among Agent, Lenders, Borrowers and Guarantors (as the same now exists and is amended and supplemented pursuant hereto, the “Loan Agreement”; capitalized terms used herein and not otherwise defined herein shall have the meaning given to such terms in the Loan Agreement);

WHEREAS, Administrative Borrower, Arrow Electronics, Inc. (“Arrow”) and Neptune Acquisition Corporation, Inc. (“Neptune”) entered into a Agreement and Plan of Merger, dated as of September 19, 2010, (as amended from time to time, the “Merger Agreement”), pursuant to which the parties intend to consummate the Arrow Transaction (as defined herein);

WHEREAS, Borrowers and Guarantors have requested that Agent and Lenders agree to amend certain provisions of the Loan Agreement as set forth herein, and Agent and Lenders are willing to agree to such requests on the terms and subject to the conditions set forth herein;

WHEREAS, by this Amendment No. 1, Agent, Lenders, Borrowers and Guarantors desire and intend to evidence such amendments;

NOW THEREFORE, in consideration of the foregoing and the mutual agreements and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.     Definitions.

(a)           Additional Definitions.  As used herein, the following terms shall have the meanings given to them below and the Loan Agreement is hereby amended to include, in addition and not in limitation, the following definitions:

(i)    “Amendment No. 1” shall mean Amendment No. 1 to Loan and Security Agreement, dated December 31, 2010, by and among Borrowers, Guarantors and Agent, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

(ii)   “Arrow Transaction” shall mean the merger of Administrative Borrower with and into Neptune as contemplated by the Merger Agreement.

(iii)  “Arrow Transaction Notice” shall mean a notice from Administrative Borrower to Agent substantially in the form of Exhibit A hereto, which notice shall set forth the Borrowers’ intention to terminate the Loan Agreement and the other Loan Documents upon the consummation of the Arrow Transaction.

(b)           Interpretation.  For purposes of this Amendment No. 1, all terms used herein that are not otherwise defined herein, including but not limited to, those terms used in the recitals hereto, shall have the respective meanings assigned thereto in the Loan Agreement as amended by this Amendment No. 1.

2.             Events of Default.  Section 12.1(p) of the Loan Agreement is hereby amended and restated in its entirety as follows:

“(p)  any Change of Control shall occur; provided, that, there shall be no Default or Event of Default pursuant to this clause (p) if all of the following occur (i) such Change of Control occurs in accordance with the consummation of the Arrow Transaction pursuant to the Merger Agreement, (ii) at least one (1) Business Day prior to the occurrence of such Change of Control, Agent has received an Arrow Transaction Notice from the Administrative Borrower, (iii) such Change of Control occurs on

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or before January 5, 2011, and (iv) all of the Obligations of Borrowers owing to Agent and Lenders under the Loan Documents are satisfied in full and the Loan Documents are terminated in accordance with Section 16.1(a) hereof and the Termination Agreement, substantially in form and substance annexed on Exhibit B of Amendment No. 1 is executed and delivered and the conditions precedent set forth therein are satisfied in full to the satisfaction of Agent within one (1) Business Day after the occurrence of said Change of Control;”

3.             Term.  Section 16.1(a) of the Loan Agreement is hereby amended by deleting the second sentence thereof and replacing it with the following “In addition, (i) Borrowers may terminate this Agreement at any time (A) upon ten (10) days prior written notice to Agent (which notice shall be irrevocable) or (B) upon less than ten (10) days prior written notice to Agent (which notice shall be irrevocable), in connection with the consummation of the Arrow Transaction, provided, that, the Administrative Borrower shall have delivered an Arrow Transaction Notice to Agent at least one (1) Business Day prior to terminating this Agreement and (ii) Agent may, at its option, and shall at the direction of Required Lenders, terminate this Agreement at any time on or after an Event of Default.”

4.             Representations and Warranties.  Borrowers hereby represent and warrant to Agent and Lenders as follows:

(a)           no Default or Event of Default exists or has occurred and is continuing;

(b)           this Amendment No. 1 has been duly authorized, executed and delivered by all necessary action on the part of each Borrower and, if necessary, their respective equity holders and is in full force and effect as of the date hereof, and the agreements and obligations of each of the Borrowers contained herein constitute legal, valid and binding obligations of each of the Borrowers, enforceable against them in accordance with their terms; and

(c)           the execution, delivery and performance of this Amendment No. 1 (i) are all within each Borrower’s corporate powers and (ii) are not in contravention of law or the terms of any Borrower’s certificate or articles of incorporation, bylaws, or other organizational documentation, or any indenture, agreement or undertaking to which any Borrower is a party or by which any Borrower or its property are bound.

5.             Conditions Precedent.  The amendments contained herein shall only be effective upon the receipt by the Agent of counterparts of this Amendment No. 1, duly authorized, executed and delivered by Borrowers and the Required Lenders.

6.             No New Borrowings.  The Borrowers, the Required Lenders and the Agent hereby agree that, notwithstanding any provisions to the contrary contained in the Loan Agreement, upon and after delivery of a Arrow Transaction Notice by the Administrative Borrrower to the Agent, the Borrowers shall not make any requests for any Loans or issuance of

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any Letters of Credit and Agent, Issuing Bank and Lenders shall have no obligation to honor any such request.

7.             Effect of this Amendment.  Except as expressly set forth herein, no other amendments, consents, changes or modifications to the Loan Agreement are intended or implied and Borrowers shall not be entitled to any other or further amendment or consent by virtue of the provisions of this Amendment No. 1 or with respect to the subject matter of this Amendment No. 1.  To the extent of conflict between the terms of this Amendment No. 1 and the other Loan Documents, the terms of this Amendment No. 1 shall control.  The Loan Agreement and this Amendment No. 1 shall be read and construed as one agreement.

8.             Governing Law.  The validity, interpretation and enforcement of this Amendment No. 1 and any dispute arising out of the relationship between the parties hereto whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York.

9.             Binding Effect.  This Amendment No. 1 shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns.

10.          Entire Agreement.  This Amendment No. 1 represents the entire agreement and understanding concerning the subject matter hereof among the parties hereto, and supersedes all other prior agreements, understandings, negotiations and discussions, representations, warranties, commitments, proposals, offers and contracts concerning the subject matter hereof, whether oral or written.

11.          Headings.  The headings listed herein are for convenience only and do not constitute matters to be construed in interpreting this Amendment No. 1.

12.          Counterparts.  This Amendment No. 1 may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of this Amendment No. 1 by telefacsimile or other electronic method of transmission shall have the same force and effect as delivery of an original executed counterpart of this Amendment No. 1.  Any party delivering an executed counterpart of this Amendment No. 1 by telefacsimile or other electronic method of transmission shall also deliver an original executed counterpart of this Amendment No. 1, but the failure to do so shall not affect the validity, enforceability, and binding effect of this Amendment No. 1.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed and delivered by their authorized officers as of the day and year first above written.

WELLS FARGO CAPITAL FINANCE, LLC, successor by merger to Wachovia Capital Finance Corporation (New England), as Agent, on behalf of itself and Required Lenders
By:	/s/ Marc J. Breir
Title:	Senior Vice President

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[Amendment No. 1 to Loan and Security Agreement]

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BORROWERS:
NU HORIZONS ELECTRONICS CORP.
By:	/s/ Kurt Freudenberg
Title:	EVP – Finance & CFO
NIC COMPONENTS CORP.
By:	/s/ Kurt Freudenberg
Title:	VP &CFO
NU HORIZONS INTERNATIONAL CORP.
By:	/s/ Kurt Freudenberg
Title:	VP & CFO
RAZOR ELECTRONICS, INC.
By:	/s/ Kurt Freudenberg
Title:	VP & CFO
TITAN SUPPLY CHAIN SERVICES, CORP.
By:	/s/ Kurt Freudenberg
Title:	VP & CFO
NU HORIZONS ELECTRONICS LIMITED
By:	/s/ Kurt Freudenberg
Title:	VP & CFO
NIC COMPONENTS EUROPE LIMITED
By:	/s/ Kurt Freudenberg
Title:	VP & CFO

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[Amendment No. 1 to Loan and Security Agreement]

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GUARANTORS:
NU HORIZONS ELECTRONICS ASIA PTE LTD
By:	/s/ Kurt Freudenberg
Title:	Chief Financial Officer
NIC COMPONENTS ASIA PTE LTD
By:	/s/ Kurt Freudenberg
Title:	Chief Financial Officer
NU HORIZONS ELECTRONICS EUROPE LIMITED
By:	/s/ Kurt Freudenberg
Title:	VP & CFO
NUXCHANGE B2B SERVICES, INC.
By:	/s/ Kurt Freudenberg
Title:	VP & CFO
TITAN SUPPLY CHAIN SERVICES LIMITED
By:	/s/ Kurt Freudenberg
Title:	VP & CFO
TITAN SUPPLY CHAIN SERVICES PTE LTD
By:	/s/ Kurt Freudenberg
Title:	Authorized Person

[Amendment No. 1 to Loan and Security Agreement]

Exhibit A

to

Amendment No. 1 to Loan and Security Agreement

Form of Arrow Transaction Notice

See attached.

Arrow Transaction Notice

To:Wells Fargo Capital Finance, LLC, as Agent
12 East 49th Street
New York, New York 10017

Ladies and Gentlemen:

I, Kurt Freudenberg, the Executive Vice President - Finance and Chief Financial Officer of Nu Horizons Electronics Corp., a Delaware corporation (“Administrative Borrower”) hereby certify to you as follows:

1.I am the duly elected Executive Vice President - Finance and Chief Financial Officer of Administrative Borrower, and do hereby deliver this Arrow Transaction Notice on behalf of Administrative Borrower, the other Borrowers and Guarantors.  Capitalized terms used herein without definition shall have the meanings given to such terms in the Loan and Security Agreement, dated June 28, 2010, by and among Wells Fargo Capital Finance, LLC, as agent for the financial institutions party thereto as lenders (in such capacity, “Agent”) and the financial institutions party thereto as lenders (collectively, “Lenders”), Borrowers and Guarantors (as such Loan and Security Agreement may be amended, modified or supplemented, from ti me to time, the “Loan Agreement”).

2.Borrowers’ intend to terminate the Loan Agreement and the other Loan Documents in accordance with the terms of the Loan Agreement upon consummation of the Arrow Transaction; and

3.the Borrowers anticipate the completion of the Arrow Transaction and terminate the Loan Agreement and other Loan Documents in accordance with the terms of the Loan Agreement on or about January 3, 2011.

The foregoing certifications are made and delivered this day of December 31, 2010.

Very truly yours,

NU HORIZONS ELECTRONICS CORP.

By:

Title:

Exhibit B

to

Amendment No. 1 to Loan and Security Agreement

Termination Agreement

See attached.

3

[Execution]

TERMINATION AGREEMENT

January 3, 2011

Nu Horizons Electronics Corp.

70 Maxess Road

Melville, New York 11747

Attention: Kurt Freudenberg, Chief Financial Officer

Dear Mr. Freudenberg:

This Termination Agreement (“Agreement”) refers to the financing arrangements by and among Wells Fargo Capital Finance, LLC, successor by merger to Wachovia Capital Finance Corporation (New England), in its capacity as agent (in such capacity, “Existing Agent”) for the Existing Lenders (as hereinafter defined), the parties to the Loan Agreement (as hereinafter defined) as lenders (each individually an “Existing Lender” and collectively, “Existing Lenders”), Nu Horizons Electronics Corp., a Delaware corporation (“Administrative Borrower”); NIC Components Corp., a New York corporation (“NIC”); Nu Horizons International Corp., a New York corporation (“International”); Razor Electronics, Inc., a New York corporation (“RAZ”); Titan Supply Chain Services Corp., a New York corporation (“TUS”, and together wi th Administrative Borrower, NIC, International, and RAZ, individually each a “US Borrower” and, collectively, “US Borrowers”), Nu Horizons Electronics Limited, a company incorporated in England and Wales with registration number 02181478 (“NEE-UK”), NIC Components Europe Limited, a company incorporated in England and Wales with registration number 03495816 (“NIC-UK”, and together with NEE-UK, individually each a “UK Borrower” and, collectively, “UK Borrowers” and together with US Borrowers, each individually, a “Borrower” and collectively, “Borrowers”), Nu Horizons Electronics Asia Pte Ltd, a company organized under the laws of Singapore (“Nu Horizons Asia”), NIC Components Asia Pte Ltd, a company incorporated under the laws of Singapore (“NIC Asia”), Titan Supply Chain Services Pte Ltd, a company organized under the laws of Singapore (“TSA”), Nu Horizons Electronics Europe Limited, a company in corporated in England and Wales with registration number 03507689 (“NU-UK”), Titan Supply Chain Services Limited, a company incorporated in England and Wales with registration number 04930783 (“TSE”), NuXchange B2B Services, Inc., a Delaware corporation (“NUX” and together with NU-UK, Nu Horizons Asia, NIC Asia, TSA, and TSE, each individually, a “Guarantor” and collectively “Guarantors”), as set forth in the Loan and Security Agreement, dated as of June 28, 2010, by and among Borrowers, Guarantors, Existing Agent and Existing Lenders, as heretofore amended (together with all related agreements, documents and instruments, collectively, the “Financing Agreements”) pursuant to which Existing Agent and Existing Lenders have made loans and advances and provided other financial accommodations to Borrowers (the “Loans”).  Capitalized terms used herein and not otherwise defined herein shall have the meaning given to such terms in t he Loan Agreement.

Administrative Borrower has entered into an Agreement and Plan of Merger with Arrow Electronics, Inc. (“Arrow”) and Neptune Acquisition Corp. (“Neptune”) dated as of September 19, 2010 (the “Merger Agreement” and the transaction contemplated thereby, the “Merger”), pursuant to which Administrative Borrower will be merged with and into Neptune with Administrative Borrower continuing as the surviving corporation.  As a result of the Merger, Administrative Borrower will become a wholly-owned subsidiary of Arrow.  Contemporaneous with the consummation of the Merger, (a) the parties will enter into this Agreement and (b) Arrow will remit payment to Existing Agent, in accordance with Paragraph 1 of this Agreement, in full satisfaction of all of the Obligations of the Borrowers and Guarantors under the Financing Agreements.

In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the undersigned hereby agrees as follows:

1.Repayment.  Borrowers shall pay or cause to be repaid to Existing Agent, at Borrowers’ cost and expense, on the date hereof by federal funds wire transfer the amount of $26,416,681.04 (the “Payoff Amount”) which reflects the total amount of the Obligations of Borrowers owing to Existing Agent and Existing Lenders under the Financing Agreements on January 3, 2011.  The Payoff Amount shall be sent to:

Wells Fargo Bank, N.A.

420 Montgomery Street

San Francisco, CA

ABA # 121-000-248

Account Name: Wells Fargo Capital Finance, LLC

A/C # 4124923707

Ref: Nu Horizons Payoff

Swift: WFBIUS6S

If the Payoff Amount is not received by Existing Agent by 2:00 p.m. New York City time on January 3, 2011, the condition precedent set forth in Section 6(a) below will not be deemed satisfied.

2.Releases.

(a)Upon the satisfaction of the conditions set forth in Section 6 hereof, (i) the Financing Agreements relating to the Loans as among Borrowers, Guarantors, Existing Agent and Existing Lenders pursuant to the Financing Agreements are terminated, cancelled and of no further force and effect (except for those provisions which by their terms expressly survive the termination thereof) and Existing Agent and Existing Lenders shall have no further obligation to make any Loans or any other obligations, duties or responsibilities in connection with the Financing Agreements and (ii) all security interests and liens upon any and all properties and assets of Borrowers and Guarantors heretofore granted or pledged by Borrowers and Guarant ors to Existing Agent pursuant to the Financing Agreements are released and terminated.

2

(b)Each Borrower and Guarantor hereby releases, discharges and acquits Existing Agent, Existing Lenders, and their respective officers, directors, agents and employees and its and their respective successors and assigns, from all obligations to any Borrower or Guarantor (and their respective successors and assigns) and from any and all claims, demands, debts, accounts, contracts, liabilities, actions and causes of actions, whether in law or in equity, that any Borrower or Guarantor at any time had or has, or that its successors and assigns hereafter can or may have against Existing Agent, Existing Lenders and their respective officers, directors, agents or employees and its and their respective successors and assigns in connection with its Financing Agreements and the transactions arising thereunder through and including the date hereof.

(c)Existing Agent and each Existing Lender hereby releases, discharges and acquits each Borrower and each Guarantor, and their respective officers, directors, agents and employees and its and their respective successors and assigns, from all obligations to Existing Agent and any Existing Lender (and their respective successors and assigns) and from any and all claims, demands, debts, accounts, contracts, liabilities, actions and causes of actions, whether in law or in equity, that Existing Agent and any Existing Lender at any time had or has, or that its successors and assigns hereafter can or may have against any Borrower or any Guarantor and their respective officers, directors, agents or employees and its and their respective successors and assigns in connection with its Financing Agreements and the transactions arising thereunder through and including the date hereof; provided, however, that this Section 2(c) shall not release, limit, impair or otherwise affect the obligations of Borrowers and Guarantors under those provisions of the Financing Agreements that by their terms survive the termination of the Financing Agreements.

3.Indemnification for Returned Items and Related Expenses.

(a)Each Borrower and Guarantor agrees jointly and severally to indemnify Existing Agent and Existing Lenders from any and all reasonable losses, costs, damages or expenses (including reasonable attorneys’ fees and legal expenses) which Existing Agent or any Existing Lender may suffer or incur at any time as a result of: (i) any non-payment, claim, refund or dishonor of any checks or other similar items which have been credited by Existing Agent to the account of any Borrower with Existing Agent and (ii) any bookkeeping, accounting or other errors in calculation of any amount to be paid to Existing Agent hereunder requiring an adjustment thereto, together with any reasonable expenses or other charges incident thereto.  In addition, each Borrower and Guarantor agrees, jointly and severally to pay Existing Agent with reasonable promptness on demand all reasonable costs and expenses (including reasonable attorneys’ fees and legal expenses) incurred in connection with this Agreement (including Sections 7, 8, 9 and 10 hereof) and any instruments or documents contemplated hereunder.

(b)Notwithstanding anything to the contrary contained herein, in no event shall Administrative Borrower, any Borrower or any Guarantor (or any of their respective successors or assigns), be required or obligated to indemnify Existing Agent or Existing Lenders for any losses, costs, damages or expenses (including any attorneys’ fees and legal expenses) suffered or incurred by Existing Agent or Existing Lenders as a result of such party’s gross negligence, willful misconduct or fraud, as determined pursuant to a final non-appealable order of a court of competent jurisdiction.

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4.Rights in Instruments.  Notwithstanding anything to the contrary contained herein, Existing Agent reserves all of its rights in and to any checks or similar instruments for payment of money heretofore received by Existing Agent in connection with its arrangements with any Borrower or Guarantor, and all of its rights to any monies due or to become due under said checks or similar instruments and/or all of its claims thereon.

5.Reinstatement.  Notwithstanding anything to the contrary contained herein, in the event any payment made to, or other amount or value received by, Existing Agent or any Existing Lender from or for the account of any Borrower or Guarantor is avoided, rescinded, set aside or must otherwise be returned or repaid by Existing Agent or any Existing Lender whether in any bankruptcy, reorganization, insolvency or similar proceeding involving any Borrower or Guarantor or otherwise, the indebtedness intended to be repaid thereby shall be reinstated (without any further action by any party) and shall be enforceable against each Borrower and Guarantor.  In such event, each Bo rrower and Guarantor shall be and remain jointly and severally liable to Existing Agent and Existing Lenders for the amount so repaid or recovered to the same extent as if such amount had never originally been received by Existing Agent and Existing Lenders.

6.Conditions Precedent.  The effectiveness of the termination and release contained in Section 2(a) above and any UCC Financing Statement Amendments providing for the termination of financing statements between Existing Agent, as secured party, and any Borrower or Guarantor, as debtor, or other release documents delivered in connection herewith (and any authorization to file such termination statements or release documents) is subject to and conditioned upon the receipt by Existing Agent of each of the following:

(a)cash or other immediately available funds in the amount set forth in Section 1 above by 2:00 p.m. New York City time; and

(b)an original of this Agreement (or a photocopy of an original counterpart of this Agreement by facsimile or other electronic delivery) duly authorized, executed and delivered by the parties hereto.

7.Documents.  Upon written confirmation from Existing Agent to Administrative Borrower of the satisfaction of the conditions precedent set forth in Section 6 above, Existing Agent shall deliver to Administrative Borrowers (at the Borrowers’ expense):

(a)those promissory notes and guarantees previously delivered to Existing Agent (as Existing Agent may be able to obtain) each marked “paid in full” or “cancelled” as applicable;

(b)a release of the Trademark Collateral Assignment and Security Agreement by Administrative Borrower in favor of Existing Agent;

(c)all stock certificates and stock powers previously delivered by Administrative Borrower or any other Borrower to Existing Agent and such other assignments related thereto as reasonably requested to Administrative Borrower; and

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(d)deeds of release, satisfactions or similar agreements with respect to grant of a security interest in, and pledge of shares and ownership interests of, each Borrower and each Guarantor incorporated under the laws of England or Singapore.

8.Termination of Lockboxes.  Upon written confirmation from Existing Agent to Administrative Borrower of the satisfaction of the conditions precedent set forth in Section 6 above, Existing Agent agrees to send written notification, upon the request of Administrative Borrower and at the expense of Borrowers, to any bank or institution with which Existing Agent or any Existing Lender has blocked accounts, lockbox accounts or other arrangements for the receipt or transfer to Existing Agent or such Existing Lender of remittances or proceeds from customers of Borrowers of any of their subsidiaries or affiliates, to the effect that all such arrangements with Existing Agen t or Existing Lenders are terminated and to the extent any such arrangements are in effect with Existing Agent or any Existing Lender, such arrangements are hereby terminated.

9.Authorization to File Termination Statements.  Upon written confirmation from Existing Agent to Administrative Borrower of the satisfaction of the conditions precedent set forth in Section 6 above, any Borrower may file UCC Financing Statement Amendments to terminate all existing financing statements between Existing Agent, as secured party, and any Borrower or Guarantor, as debtor, that are currently filed of record and for which Existing Agent has the recording information.

10.Further Assurances .  At the request of Administrative Borrower, at Borrowers’ expense, Existing Agent agrees to execute and deliver such other and further documents and instruments reasonably acceptable to Existing Agent, as may be reasonably requested in order to effect or evidence more fully the matters covered hereby.

11.Governing Law.  The validity, construction and effect of this Agreement shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York.

[Remainder of Page Intentionally Left Blank]

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10.  Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original hereof and submissible into evidence and all of which together shall be deemed to be a single instrument.  Delivery of an executed counterpart of this Agreement by telecopier shall have the same force and effect as delivery of an original executed counterpart of this Agreement.

Very truly yours,

WELLS FARGO CAPITAL FINANCE, LLC, successor by merger to Wachovia Capital Finance Corporation (New England), as Agent

By:

Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

NU HORIZONS ELECTRONICS CORP.

By:

Title:

NIC COMPONENTS CORP.

By:

Title:

NU HORIZONS INTERNATIONAL CORP.

By:

Title:

RAZOR ELECTRONICS, INC.

By:

Title:

TITAN SUPPLY CHAIN SERVICES, CORP.

By:

Title:

NU HORIZONS ELECTRONICS LIMITED

By:

Title:

NIC COMPONENTS EUROPE LIMITED

By:

Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

NU HORIZONS ELECTRONICS ASIA PTE LTD

By:

Title:

NIC COMPONENTS ASIA PTE LTD

By:

Title:

NU HORIZONS ELECTRONICS EUROPE LIMITED

By:

Title:

NUXCHANGE B2B SERVICES, INC.

By:

Title:

TITAN SUPPLY CHAIN SERVICES LIMITED

By:

Title:

TITAN SUPPLY CHAIN SERVICES PTE LTD

By:

Title: