EX-4.1

EX-4.1 3 d305980dex41.htm EX-4.1 EX-4.1

Exhibit 4.1

FORM OF OFFICERS’ CERTIFICATE

The undersigned, Kevin Moriarty and Michael O’Neill, do hereby certify on behalf of AVNET, INC., a New York corporation (the “Company”), that they are the duly appointed Senior Vice President, Chief Financial Officer and Assistant Secretary, and Senior Vice President, General Counsel, Chief Legal Officer and Assistant Secretary, respectively, of the Company. Each of the undersigned also hereby certifies on behalf of the Company, pursuant to the Indenture, dated as of June 22, 2010 (the “Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), that:

RECITAL

Pursuant to the authorizations granted by resolutions duly adopted by the Board of Directors effective as of September 14, 2016, a series of Securities (as defined in the Indenture) to be issued under the Indenture has been established (the “Notes”).

TERMS

The Notes shall have the terms set forth in this certificate (this “Certificate”) (defined terms used herein and not otherwise defined herein have the meanings ascribed to such terms in the Indenture):

(1) The title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series): The Notes shall constitute a series of Securities having the title “3.750% Notes due 2021.”

(2) Any limit upon the aggregate principal amount of the Securities of the series that may be authenticated and delivered under the Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.05, 2.06, 2.07, 3.05, 10.06 and except for Securities which, pursuant to Section 2.04, are deemed never to have been authenticated and delivered under the Indenture): The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. On the date hereof, the Company has delivered to the Trustee $300,000,000 in aggregate principal amount of Notes, together with a Company Order for the authentication and delivery of such Notes.

(3) The Person to whom any interest on a Security of the series shall be payable, if other than the person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest: Not applicable.

(4) The date or dates on which the principal of the Securities of the series shall be payable: The entire principal of the Notes shall be due and payable on December 1, 2021 (the “Stated Maturity”), unless earlier redeemed by the Company as provided in Section 7 below or repurchased by the Company as provided in Section 19A below.

(5) The rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable, and the Regular Record Date for any interest payable on any Interest

Payment Date: The Notes shall bear interest from December 2, 2016 at the annual rate of 3.750%, subject to adjustment as described below. Interest shall be payable semi-annually on June 1 and December 1 (the “Interest Payment Dates”) of each year, beginning on June 1, 2017, to the Person in whose name the Notes are registered in the Security Register at the close of business on the May 15 or November 15, as the case may be, next preceding the relevant Interest Payment Date (each a “Regular Record Date”), whether or not such Regular Record Date shall be a Business Day. Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months.

Payments of interest on the Notes shall include interest accrued to but excluding the respective Interest Payment Date, Redemption Date (as defined herein) or Repurchase Date (as defined herein), as the case may be.

The annual interest rate payable on the Notes shall be subject to adjustment from time to time if either Moody’s or S&P (each as defined in Section 19(A)) or, if applicable, any “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified by a resolution of the Company’s Board of Directors) as a replacement for Moody’s or S&P, as the case may be, (each, a “Substitute Rating Agency”), downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the Notes, in the manner described below. Each of Moody’s, S&P and any Substitute Rating Agency is an “Interest Rate Rating Agency”, and together they are “Interest Rate Rating Agencies”.

If the rating assigned by Moody’s (or, if applicable, any Substitute Rating Agency) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall increase such that it shall equal the interest rate payable on the Notes on the date of their initial issuance plus the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under “—S&P Rating Percentage”):

Moody’s Rating* Percentage


Ba1	0.25	%
Ba2	0.50	%
Ba3	0.75	%
B1 or below	1.00	%

*	Including the equivalent ratings of any Substitute Rating Agency.

If the rating assigned by S&P (or, if applicable, any Substitute Rating Agency) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall increase such that it shall equal the interest rate payable on the Notes on the date of their initial issuance plus the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under “—Moody’s Rating Percentage”):

S&P Rating* Percentage


BB+	0.25	%
BB	0.50	%
BB-	0.75	%
B+ or below	1.00	%

*	Including the equivalent ratings of any Substitute Rating Agency.

If at any time the interest rate on the Notes has been increased and any of the Interest Rate Rating Agencies subsequently upgrades its rating of the Notes, the interest rate on the Notes shall be decreased such that the interest rate for the Notes equals the interest rate payable on the Notes on the date of their initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the upgrade in rating. If Moody’s (or any Substitute Rating Agency) subsequently upgrades its rating of the Notes to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher, and S&P (or any Substitute Rating Agency) upgrades its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the Notes shall be decreased to the interest rate payable on the Notes on the date of their initial issuance (and if one such upgrade occurs and the other does not, the interest rate on the Notes shall be decreased so that it does not reflect any increase attributable to the upgrading Interest Rate Rating Agency). In addition, the interest rates on the Notes shall permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by any of the Interest Rate Rating Agencies) if the Notes become rated Baa1 and BBB+ (or, in either case, the equivalent thereof, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any Substitute Rating Agency), respectively (or one of these ratings if the Notes are only rated by one rating agency).

Each adjustment required by any downgrade or upgrade in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any Substitute Rating Agency), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate on the Notes be reduced to below the interest rate payable on the Notes on the date of their initial issuance or (2) the total increase in the interest rate on the Notes exceed 2.00% above the interest rate payable on the Notes on the date of their initial issuance.

No adjustments in the interest rate of the Notes shall be made solely as a result of an Interest Rate Rating Agency ceasing to provide a rating on the Notes. If at any time less than two Interest Rate Rating Agencies provide a rating of the Notes for reasons beyond the Company’s control, the Company shall use its commercially reasonable efforts to obtain a rating of the Notes from a Substitute Rating Agency, if one exists, in which case, for purposes of determining any increase or decrease in the interest rate on the Notes pursuant to the tables above (a) such Substitute Rating Agency shall be substituted for the last Interest Rate Rating Agency to provide a rating of the Notes but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt shall be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings shall be deemed

to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on the Notes shall increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes on the date of their initial issuance plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency).

For so long as only one Interest Rate Rating Agency provides a rating of the Notes, any subsequent increase or decrease in the interest rate of the Notes necessitated by a reduction or increase in the rating by the Interest Rate Rating Agency providing the rating shall be twice the applicable percentage set forth in the applicable table above. For so long as no Interest Rate Rating Agency provides a rating of the Notes, the interest rate on the Notes shall increase to, or remain at, as the case may be, 2.00% above the interest rate payable on the Notes on the date of their initial issuance.

Any interest rate increase or decrease described above shall take effect from the first day of the interest period commencing after the date on which a rating change occurs that requires an adjustment in the interest rate. If any Interest Rate Rating Agency changes its rating of the Notes more than once prior to any particular Interest Payment Date, the last change by such agency prior to such Interest Payment Date shall control for purposes of any interest rate increase or decrease with respect to the Notes described above relating to such rating agency’s action. If the interest rate payable on the Notes is increased as described above, the term “interest,” as used with respect to the Notes, shall be deemed to include any such additional interest unless the context otherwise requires.

The Company shall promptly notify the Trustee in writing if at any time the interest rate payable on the Notes becomes subject to adjustment as set forth herein. The Trustee shall have no obligation under this Indenture to monitor whether the interest rate on the Notes is subject to any adjustment under this Section 5.

In any case where any Interest Payment Date, Redemption Date, or Stated Maturity of any Note shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of the Indenture or of the Notes) payment of interest or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity, provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date, or Stated Maturity, as the case may be.

(6) The place or places where the principal of and any premium and interest on the Securities of the series shall be payable: The Place of Payment shall be, the registration of transfer and exchange for the payment of principal of, and premium, if any, and interest on, the Notes shall be payable, and the exchange of and the transfer of the Notes shall be registrable, at the office of the Trustee or at any other office or agency maintained by the Company for that purpose subject to the limitations of the Indenture, and the office or agency of the Trustee in Minneapolis, Minnesota, to be such office or agency of the Company for the aforesaid purposes.

(7) The period or periods within which, the price or prices at which, and the other terms and conditions upon which the Securities of the series may be redeemed, in whole or in part, at the option of the Company:

(A) The Company may redeem the Notes, in whole or in part, at its option, at any time and from time to time prior to the Stated Maturity on at least 30 days’, but no more than 60 days’, prior notice mailed to the registered address of each Holder.

Prior to the Par Call Date (as defined below), the redemption price shall be equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments (as defined below) discounted, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum of the Treasury Rate (as defined below) plus 30 basis points, plus, in each case, accrued and unpaid interest on the Notes to the Redemption Date. At any time on or after the Par Call Date, the Company may redeem all or any part of the Notes at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon.

For purposes hereof, the redemption price calculated in accordance with the prior two sentences shall be the “Redemption Price.” The principal amount of a Note remaining Outstanding after redemption in part must be $2,000 or an integral multiple of $1,000 in excess thereof.

For purposes of this Section 7, the following definitions shall be applicable:

“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed (assuming, for this purpose, that the Notes mature on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of such Notes.

“Comparable Treasury Price” means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations for such redemption date after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (2) if the Company obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Company.

“Par Call Date” means November 1, 2021.

“Reference Treasury Dealer” means J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated (or their respective affiliates that are primary U.S. Government securities dealers in New York City (each, a “Primary Treasury Dealer”)) and a Primary Treasury Dealer selected by MUFG Securities Americas Inc. and their respective successors and two other Primary Treasury Dealers as may be selected from time to time by the Company. If any of the foregoing ceases to be a Primary Treasury Dealer, the Company shall substitute therefor another Primary Treasury Dealer.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date prior to the Par Call Date, the average, as determined by the Company, of the bid and ask prices for the Comparable Treasury Issue (expressed in each case as a percentage

of its principal amount) quoted in writing to the Company by such Reference Treasury Dealer at 3:30 p.m. (New York City time) on the third business day preceding such Redemption Date.

“Remaining Scheduled Payments” means, with respect to each Note to be redeemed, the remaining scheduled payments of principal of and interest on the Note that would be due after the related Redemption Date therefor if such Note matured on the Par Call Date. If that Redemption Date is not an Interest Payment Date with respect to the Note, the amount of the next succeeding scheduled interest payment on the Note shall be reduced by the amount of interest accrued on the Note to the Redemption Date.

“Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity or interpolation (on a day count basis) of the interpolated Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.

In the event that the Company chooses to redeem less than all of the Notes, selection of the Notes for redemption shall be made by the Trustee on a pro rata basis, by lot or by such method as the Trustee deems fair and appropriate, in accordance with DTC’s applicable procedures. The notice of redemption that relates to any Note that is redeemed in part only shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof shall be issued in the name of the Holder thereof upon cancellation of the original Note. On and after the Redemption Date, interest shall cease to accrue on Notes or portions thereof called for redemption so long as the Company has deposited with the Paying Agent funds in satisfaction of the Redemption Price.

(B) Notice of redemption to Holders shall be given in the manner provided in Section 3.02 of the Indenture.

(C) Notice of redemption having been given as provided in the Indenture, the Notes so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company defaults in the payment of the Redemption Price and accrued interest) such Notes shall cease to accrue interest. Upon surrender of any such Note for redemption in accordance with such notice, such Notes shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date.

The notice of redemption that relates to any Note that is redeemed in part only shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof shall be issued in the name of the Holder thereof upon cancellation of the original Note.

(D) Prior to 11:00 a.m. (New York City time) on the Redemption Date specified in the notice of redemption given as provided in Section 3.02 of the Indenture, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 6.03 of the Indenture) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) any accrued interest on, all of the Notes that are to be redeemed on that date.

(8) The obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or analogous provision or at the option of a Holder thereof and the period or periods within which, the price or prices at which, and the terms and conditions upon which Securities of the series shall be redeemed or purchase, in whole or in part, pursuant to such obligation: The Notes shall not have the benefit of any sinking fund.

(9) If other than denominations of $1,000 and integral multiples thereof, the denomination in which the Securities of the series shall be issuable: The Notes shall be issued in registered form only in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

(10) The currency, currencies, or currency units in which payment of the principal of and any premium and interest on any Securities of the series shall be payable if other than the currency of the United States of America and the manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of “Outstanding” in Section 1.01 of the Indenture: Not applicable.

(11) If the amount of payments of principal of or any premium or interest on the Securities of the series may be determined with reference to an index, based upon a formula, or in some other manner, the manner in which such amounts shall be determined: Except as set forth in the Indenture and this Certificate, the amount of payments of principal of or any premium or interest on the Notes shall not be determined with reference to an index, based upon a formula or in some other manner.

(12) If the principal of or any premium or interest on the Securities of the series is to be payable, at the election of the Company or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities of the series are stated to be payable, the currency, currencies, or currency units in which payment of the principal of and any premium and interest on the Securities of the series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made: Not applicable.

(13) If other than the Trustee, the identity of each Security Registrar and/or Paying Agent: The Paying Agent and Security Registrar initially shall be the Trustee.

(14) If other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 8.01(b): Not applicable.

(15) If applicable, that the Securities of the series shall be subject to either or both of Defeasance or Covenant Defeasance as provided in Article V of the Indenture, provided that no Securities of the series that are convertible into Common Stock pursuant to Section 2.01(b)(xvi) or convertible into or exchangeable for any other Securities pursuant to Section 2.01(b)(xvii) shall be subject to Defeasance pursuant to Section 5.02: The defeasance and discharge provisions under Article V of the Indenture shall be applicable to the Notes.

(16) If and as applicable, that the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries of such Global Security or Global Securities and any circumstances other than

those set forth in Section 2.05 in which any such Global Security may be transferred to, and registered and exchanged for Securities of the series registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof and in which any such transfer may be registered: The Notes shall be evidenced by one or more Global Notes deposited with the Trustee as custodian for The Depository Trust Company (“DTC”), and shall initially be registered in the name of Cede & Co., as nominee of DTC.

So long as Cede & Co., as nominee of DTC, is the registered owner of the Global Notes, Cede & Co. for all purposes shall be considered the sole holder of the Global Notes. Except as provided below, owners of beneficial interests in the Global Notes shall not be (A) entitled to have certificates registered in their names and (B) considered Holders of the Global Notes.

The Company shall issue the Notes in definitive certificated form if DTC notifies the Company that it is unwilling or unable to continue as depositary or DTC ceases to be a clearing agency registered under the Exchange Act and a successor depositary is not appointed by the Company within 90 days. In addition, beneficial interests in a Global Note may be exchanged for definitive certificated Notes upon request by or on behalf of DTC and in accordance with DTC’s customary procedures. The Company may determine at any time and in its sole discretion that the Notes shall no longer be represented by Global Notes, in which case the Company shall issue certificates in definitive form in exchange for the Global Notes.

(17) The terms and conditions, if any, pursuant to which the Securities of the series are convertible into Common Stock: Not applicable.

(18) The terms and conditions, if any, pursuant to which the Securities of the series are convertible into or exchangeable for any other securities, including (without limitation) securities of Persons other than the Company: Not applicable.

(19) Any other terms of, or provisions, covenants, rights or other matters applicable to, the Securities of the series (which terms, provisions, covenants, rights or other matters shall not be inconsistent with the provisions of the Indenture), except as permitted by Section 10.01(e) of the Indenture:

(A) Change of Control. If a Change of Control Triggering Event (as defined below) occurs, unless the Company has exercised its right to redeem the Notes in accordance with Section 7 hereof, each Holder shall have the right to require the Company to repurchase all or any part of each Holder’s Notes pursuant to the offer (the “Change of Control Offer”) on the terms set forth in the Notes and herein. In the Change of Control Offer, the Company shall offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any (the “Change of Control Payment”), on the Notes repurchased, to the repurchase date (the “Repurchase Date”) (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the Interest Payment Date). The principal amount of a Note remaining Outstanding after a repurchase in part must be $2,000 or an integral multiple of $1,000 in excess thereof.

extent that the Company has exercised its right to redeem the Notes in accordance with Section 7 above, the Company shall cause a notice to be mailed to each Holder with a copy to the Trustee describing the transaction or transactions that may or shall constitute a Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date shall be no earlier than 30 days, but no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date.

On the Change of Control Payment Date, the Company shall, to the extent lawful:

(i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;

(ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof properly tendered pursuant to the applicable Change of Control Offer; and

(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company.

The Company shall comply with the requirements of Rule 14e–1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with this Section 19(A), the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 19(A) by virtue of such conflicts;

The Company shall not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In the event that such third party terminates or defaults on its offer, the Company shall be required to make a Change of Control Offer treating the date of such termination or default as though it were the date of the Change of Control Triggering Event.

For purposes of this Section 19(A), the following definitions shall be applicable:

“Below Investment Grade Rating Event” means the rating on the Notes is lowered by each of the Rating Agencies and the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any day during the period (the “Trigger Period”) commencing on the date 60 days prior to the first public announcement by the Company of any Change of Control or pending Change of Control and ending 60 days following the consummation of such Change of Control (which Trigger Period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies).

“Change of Control” means the occurrence of any of the following:

(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than the Company or one of its Subsidiaries;

(2) the adoption of a plan relating to the liquidation or dissolution of the Company;

(3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as defined above), becomes the “beneficial owner” (as defined in Rule 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the then Outstanding number of shares of the Company’s Voting Stock measured by voting power rather than number of shares;

(4) the Company consolidates with, or merges with or into any Person, or any Person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the Company’s Outstanding Voting Stock or the Outstanding Voting Stock of such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the Voting Stock of the Company Outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock (measured by voting power rather than number of shares) of the surviving Person immediately after giving effect to such transaction; or

(5) the first day on which a majority of the members of the Company’s Board of Directors are not Continuing Directors.

“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Company who (1) was a member of such Board of Directors on the date of this Certificate; or (2) was nominated for election, elected or appointed to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination, election or appointment (either by specific vote or by approval of the Company’s proxy statement in which such member was named as a nominee for election as a director, without objection to such nomination).

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, and the equivalent rating from any replacement Rating Agency or Rating Agencies.

“Moody’s” means Moody’s Investors Service, Inc. and any of its successors.

“Rating Agencies” means (1) each of Moody’s and S&P; and (2) if either Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating organization” within the meaning of

Section 3(a)(62) of the Exchange Act, selected by the Company (as certified by a Board Resolution) as a replacement rating agency for Moody’s or S&P, or both of them, as the case may be.

“S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., and any of its successors.

(B) Restriction on Secured Debt. The Company covenants, for the benefit of the Holders, that if the Company or any Restricted Subsidiary (as defined below) after the date hereof incurs or guarantees any loans, notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (“Certain Debt”) secured by a mortgage, pledge or lien (“Mortgage”) on any Principal Property (as defined below) of the Company or any Restricted Subsidiary, or on any share of capital stock or Certain Debt of any Restricted Subsidiary, the Company shall secure or cause such Restricted Subsidiary to secure the Notes equally and ratably with (or, at the Company’s option, before) such secured Certain Debt, unless the aggregate principal amount of all such secured Certain Debt plus the amount of all Attributable Debt (as defined below) which is not excluded as described under Section 19(C) below would not exceed 10% of Consolidated Net Assets (as defined below).

This restriction shall not apply to, and there shall be excluded from secured Certain Debt in any computation of the above restriction, Certain Debt secured by:

(a)

Mortgages on property (including any shares of capital stock or Certain Debt) of any Person existing at the time such Person becomes a Restricted Subsidiary;

(b)

Mortgages in favor of the Company or a Restricted Subsidiary;

(c)

Mortgages in favor of governmental bodies to secure progress, advance or other payments;

(d)

Mortgages on property, shares of capital stock or Certain Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) and purchase money and construction or improvement Mortgages which are entered into within 180 days after the acquisition of such property, shares or Certain Debt or, in the case of real property, within 180 days after the later of (A) the completion of construction on, substantial repair to, alteration or development of, or substantial improvement to, such property and (B) the commencement of commercial operations on such property;

(e)

mechanics’ and similar liens arising in the ordinary course of business in respect of obligations not due or being contested in good faith;

(f)

Mortgages arising from deposits with, or the giving of any form of security to, any governmental agency required as a condition to the transaction of business or to the exercise of any privilege, franchise or license;

(g)

Mortgages for taxes, assessments or government charges or levies which are not then due or, if delinquent, are being contested in good faith;

(h)

Mortgages (including judgment liens) arising from legal proceedings being contested in good faith;

(i)

Mortgages existing at the date hereof; and

(j)

any extension, renewal or refunding of any Mortgage referred to in the clauses (a) through (i) above.

(C) Restriction on Sale and Leaseback Transactions. The Company covenants, for the benefit of the Holders, that the Company shall not itself, and shall not permit any Restricted Subsidiary to, enter into any sale and leaseback transaction involving any Principal Property, unless after giving effect thereto the aggregate amount of all Attributable Debt with respect to all such transactions plus the aggregate principal amount of all secured Certain Debt which is not excluded as described under Section 19(B) above would not exceed 10% of Consolidated Net Assets.

This restriction shall not apply to, and there shall be excluded from Attributable Debt in any computation of the above restriction, any sale and leaseback transaction if:

(i) the lease is for a period, including renewal rights, of not in excess of three years;

(ii) the sale or transfer of the Principal Property is made within 180 days after its acquisition or within 180 days after the later of (1) the completion of construction on, substantial repair to, alteration or development of, or substantial improvement to, such property and (2) the commencement of commercial operations thereon;

(iii) the transaction is between the Company and a Restricted Subsidiary, or between Restricted Subsidiaries;

(iv) the Company or a Restricted Subsidiary would be entitled to incur a Mortgage on such Principal Property pursuant to clauses (a) through (j) of Section 19(B) above; or

(v) the Company or a Restricted Subsidiary, within 180 days after the sale or transfer is completed, applies to the retirement of Funded Debt (as defined below) of the Company ranking on a parity with or senior to the Notes or Funded Debt of a Restricted Subsidiary, or to the purchase of other property which shall constitute a Principal Property having a fair market value at least equal to the fair market value of the Principal Property leased, an amount equal to the greater of the net proceeds of the sale of the Principal Property or the fair market value (as determined by the Board of Directors) of the Principal Property leased at the time of entering into such arrangement (as determined by the Board of Directors).

(D) Events of Default: Upon any acceleration of the Notes (by declaration or otherwise), the principal of and premium, if any, and accrued and unpaid interest on the Notes shall become immediately due and payable.

(E) No Subordination: Article Thirteen of the Indenture shall not be applicable to the Notes.

(F) Form of Note. The form of the Note attached hereto as Exhibit A is hereby approved.

(G) The foregoing form and terms of the Notes have been established in conformity with the provisions of the Indenture.

(H) Each of the undersigned has read the Indenture, including the applicable conditions precedent set forth therein, and has examined the resolutions referred to in the Recital of this Certificate and the Notes and, in the opinion of the undersigned, has made such examination or investigation as is necessary to enable the undersigned to express an informed opinion as to whether or not all conditions precedent and covenants provided in the Indenture relating to the establishment, authentication and delivery of the Notes have been complied with. In the opinion of the undersigned and on the basis of the foregoing, all such conditions precedent and covenants have been complied with.

(I) Definitions:

“Attributable Debt” shall mean, as to any particular lease, the greater of: (A) the fair market value of the property subject to the lease (as determined by the Board of Directors); or (B) the total net amount of rent required to be paid during the remaining term of the lease, discounted by the weighted average effective interest cost per annum of the Outstanding debt securities of all series, compounded semi-annually.

“Consolidated Net Assets” shall mean total assets after deducting all current liabilities as set forth in the most recent balance sheet of the Company and its consolidated Subsidiaries and computed in accordance with GAAP.

“Funded Debt” shall mean all indebtedness for money borrowed having a maturity of more than twelve months from the date as of which the determination is made, or having a maturity of twelve months or less but by its terms being renewable or extendible beyond twelve months from such date at the option of the borrower; and rental obligations payable more than twelve months from such date under leases which are capitalized in accordance with GAAP (such rental obligations to be included as Funded Debt at the amount so capitalized and to be included as an asset for the purposes of the definition of Consolidated Net Assets).

“GAAP” means generally accepted accounting principles in the United States of America (including, if applicable, International Financial Reporting Standards) as in effect from time to time.

“Global Notes” shall mean Notes that are substantially in the form of the Note attached hereto as Exhibit A, and that are registered in the Security Register in the name of DTC or a nominee thereof.

“Person” shall mean any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Principal Property” shall mean any plant, facility or warehouse owned on the date hereof or thereafter acquired by the Company or any Restricted Subsidiary of the Company which is located within the United States and the gross book value (including related land and improvements thereon and all machinery and equipment included therein without deduction of any

depreciation reserves) of which on the date of determination exceeds 2% of Consolidated Net Assets, other than: (A) any such manufacturing or processing plant or warehouse or any portion thereof (together with the land on which it is erected and fixtures comprising a part thereof) which is financed by industrial development bonds which are tax exempt pursuant to Section 103 of the Internal Revenue Code (or which receive similar tax treatment under any subsequent amendments thereto or any successor laws thereof or under any other similar statute of the United States); (B) any property which, in the opinion the Board of Directors, is not of material importance to the total business conducted by the Company and its consolidated Subsidiaries as an entirety; or (C) any portion of a particular property which is similarly found not to be of material importance to the use or operation of such property.

“Redemption Date” means the date specified by the Company in a notice of redemption on which the Notes may be redeemed in accordance with the terms of the Notes and the Indenture.

“Restricted Subsidiary” means a Subsidiary of the Company (A) substantially all the property of which is located, or substantially all the business of which is carried on, within the United States, and (B) which owns a Principal Property.

“Subsidiary” means any corporation or other Person more than 50% of the Outstanding Voting Stock (measured by voting power rather than number of shares) of which at the date of determination is owned, directly or indirectly, by the Company and/or by one or more other Subsidiaries.

“Voting Stock” means capital stock (or equivalent equity interests) of a Person of the class or classes having general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of such Person (irrespective of whether or not at the time capital stock (or equivalent equity interests) of any other class or classes has or might have voting power upon the occurrence of any contingency).

(20) Governing Law: This Officers’ Certificate shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of laws principles thereof.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned have hereunto executed this Certificate as of the day of , 2016.


		AVNET, INC.,
		a New York corporation

		By:
		Name:				Kevin Moriarty
		Title:				Senior Vice President, Chief
						Financial Officer and Assistant
						Secretary

		By:
		Name:				Michael O’Neill
		Title:				Senior Vice President, General Counsel,
						Chief Legal Officer and Assistant Secretary

[Officers’ Certificate under the Indenture]

Exhibit A

Form of Note

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”) OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR NOTES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY NOTE AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS NOTE WILL BE A GLOBAL NOTE SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.

AVNET, INC.

3.750% Notes due 2021


No.
$		CUSIP No.

AVNET, INC., a corporation duly organized and existing under the laws of the State of New York (hereinafter called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or its registered assigns, the principal sum of $ on December 1, 2021, and to pay interest thereon from December 2, 2016 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, on June 1 and December 1 in each year, commencing on June 1, 2017 at the rate of 3.750% per annum, subject to adjustment as set forth on the reverse hereof, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered in the Security Register at the close of business on the Regular Record Date for such interest, which shall be the May 15 or November 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered in the Security Register at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders not less than 10 calendar days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS SET FORTH ON THE REVERSE HEREOF. SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE.

This Note shall not be valid or become obligatory for any purpose until the certificate of authentication herein has been signed manually by the Trustee under the Indenture referred to on the reverse side hereof.

[Signature page follows]

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed in accordance with the Indenture.


AVNET, INC.

By:
		Name:
		Title:

I, , of Avnet, Inc., do hereby certify that is the duly elected, qualified and acting of Avnet, Inc. and that the signature of set forth above is his genuine signature.

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series referred to in the within-mentioned Indenture.


WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

By:
		Authorized Signatory

Dated:

(Reverse of Note)

This Note is one of a duly authorized issue of 3.750% Notes due 2021 of the Company (herein called the “Notes”), and is to be issued under an indenture, dated as of June 22, 2010 (as amended and supplemented, the “Base Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee (herein called the “Trustee”, which term includes any successor trustee under the Base Indenture), and an Officers’ Certificate, dated as of December 2, 2016, setting forth the terms of the Notes (together with the Base Indenture, the “Indenture”), to which Indenture reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof.

1. Interest. The Notes shall bear interest from December 2, 2016 at the annual rate of 3.750%, subject to adjustment as set forth below.

Except as otherwise provided below or in the Indenture, interest on any Note which shall be payable, and shall be punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name the Note is registered in the Security Register at the close of business on the Regular Record Date for such interest. Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months.

The annual interest rate payable on the Notes shall be subject to adjustment from time to time if either Moody’s or, S&P or, if applicable, any Substitute Rating Agency, downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the Notes, in the manner described below.

Moody’s Rating* Percentage


Ba1	0.25	%
Ba2	0.50	%
Ba3	0.75	%
B1 or below	1.00	%

*	Including the equivalent ratings of any Substitute Rating Agency.

If the rating assigned by S&P (or, if applicable, any Substitute Rating Agency) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the

Notes shall increase such that it shall equal the interest rate payable on the Notes on the date of their initial issuance plus the percentage set forth opposite the rating in the table below (plus, if applicable, the percentage set forth opposite the rating in the table under “—Moody’s Rating Percentage”):

S&P Rating* Percentage


BB+	0.25	%
BB	0.50	%
BB-	0.75	%
B+ or below	1.00	%

*	Including the equivalent ratings of any Substitute Rating Agency.

increase or decrease in the interest rate on the Notes pursuant to the tables above (a) such Substitute Rating Agency shall be substituted for the last Interest Rate Rating Agency to provide a rating of the Notes but which has since ceased to provide such rating, (b) the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt shall be determined in good faith by an independent investment banking institution of national standing appointed by the Company and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings shall be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on the Notes shall increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes on the date of their initial issuance plus the appropriate percentage, if any, set forth opposite the deemed equivalent rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other Interest Rate Rating Agency).

2. Method of Payment. So long as the Notes are in the form of registered Global Notes, the Company shall wire, through the facilities of the Trustee, payments of principal of, and premium, if any, and interest on or the Redemption Price of the Notes, to the registered owner of the Global Notes. The registered owner of the Global Notes initially will be Cede & Co., the nominee of DTC. The Company shall pay cash amounts in money of the United States that at the time of payment is legal tender for payment of public and private debts.

3. Indenture. The Notes are the Company’s senior unsecured obligations, and the aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The terms, conditions and provisions of the Notes are those stated in the Indenture, those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended, and those set forth in the Notes. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture shall control.

4. Redemption at the Option of the Company. The Company may redeem the Notes, in whole or in part, at its option, at any time and from time to time prior to the Stated Maturity on at least 30 days’, but not more than 60 days’, prior notice mailed to the registered address of each Holder. Prior to the Par Call Date, the redemption price shall be equal to the greater of (A) 100% of the principal amount of the Notes to be redeemed and (B) the sum of the present values of the Remaining Scheduled Payments discounted, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum of the Treasury Rate plus 30 basis points, plus, in each case, accrued and unpaid interest, if any, on the Notes to the Redemption Date. At any time on or after the Par Call Date, the Company may redeem all or any part of the Notes at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon. The principal amount of a Note remaining Outstanding after redemption in part must be $2,000 or an integral multiple of $1,000 in excess thereof. Any Note that is to be redeemed only in part shall be surrendered at a Place of Payment therefor, and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note of any authorized denomination, as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Note so surrendered upon cancellation of the original Note.

Notice of redemption of the Notes to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company and shall be irrevocable. Notice of redemption shall be given by mail, first class postage prepaid, not less than 30 or more than 60 calendar days prior to the Redemption Date, to each Holder of Notes to be redeemed, at such Holder’s address appearing in the Security Register. Once notice of redemption has been given in accordance with the Indenture, the Notes so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company defaults in the payment of the Redemption Price and accrued interest) such Notes will cease to accrue interest.

5. Offer to Repurchase on a Change of Control Triggering Event: If a Change of Control Triggering Event occurs, unless the Company has exercised its right to redeem the Notes in accordance with Paragraph 4 hereof, each Holder shall have the right to require the Company to repurchase all or any part of such Holder’s Notes pursuant to the Change of Control Offer on the terms set forth herein, and in the Indenture. In the Change of Control Offer, the Company shall offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased, to the repurchase date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the Interest Payment Date). The principal amount of a Note remaining Outstanding after a repurchase in part must be $2,000 or an integral multiple of $1,000 in excess thereof.

Within 30 days following the date upon which the Change of Control Triggering Event has occurred or, at the Company’s option, prior to any Change of Control, but after the public announcement of the transaction that may or shall constitute a Change of Control, except to the extent that the Company has exercised its right to redeem the Notes in accordance with Paragraph 4 hereof, the Company shall cause a notice to be mailed to each Holder with a copy to

the Trustee describing the transaction or transactions that may or shall constitute a Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date shall be no earlier than 30 days, but no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date.

On the Change of Control Payment Date, the Company shall, to the extent lawful:

•

accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;

•

deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered pursuant to the applicable Change of Control Offer; and

•

deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.

6. Defeasance. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness evidenced by this Note or (b) certain restrictive covenants and Events of Default with respect to this Note, in each case upon compliance with certain conditions set forth in the Indenture.

7. Persons Deemed Owners. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note shall be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

8. Amendment; Waiver. The Indenture permits the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders under the Indenture and this Note at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in principal amount of the Outstanding Notes affected by the modification or amendment, except for certain amendments and modifications requiring the consent of the Holders of all Outstanding Notes affected thereby and for certain other amendments and modifications that may be made without the consent of the Holders. The Company may also omit in any particular instance to comply with the provisions of the Indenture, with respect to the Notes, if the Holders of a majority in principal amount of the Outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision, or condition, but no such waiver shall extend to or affect such term, provision, or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision, or condition shall remain in full force and effect.

The Holders of a majority in principal amount of the Outstanding Notes may on behalf of the Holders of all the Notes waive any past default under the Indenture with respect to such Notes and its consequences, except a default (i) in the payment of the principal of or any premium or interest on any Note or (ii) in respect of a covenant or provision under the Indenture which cannot be modified or amended without the consent of the Holder of each Outstanding Note affected. Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of the Indenture, but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

9. Defaults and Remedies. If an Event of Default (other than an Event of Default specified in Sections 8.01(a)(v) and 8.01(a)(vi) of the Indenture) occurs and shall be continuing, then in every case either the Trustee or the Holders of at least 25% in principal amount of the Notes then Outstanding may declare the principal amount and the accrued and unpaid interest thereon, if any, of the Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount and the accrued and unpaid interest thereon, if any, will become immediately due and payable. If an Event of Default specified in Sections 8.01(a)(v) and 8.01(a)(vi) of the Indenture occurs and shall be continuing, then the principal of, and premium, if any, and accrued and unpaid interest, if any, on, the Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

No Holder of any Note shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy under the Indenture, unless (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Notes, (b) the Holders of not less than 25% in principal amount of the Outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture, (c) such Holder or Holders have offered to the Trustee indemnity satisfactory to the Trustee against the costs, expenses, and liabilities to be incurred in compliance with such request, (d) the Trustee for 60 calendar days after its receipt of such notice, request, and offer of indemnity has failed to institute any such proceeding, and (e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Notes, it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of the Indenture to affect, disturb, or prejudice the rights of any other of such Holders (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders), or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under the Indenture, except in the manner provided in the Indenture and for the equal and ratable benefit of all of such Holders.

No reference herein to the Indenture and no provisions of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Note at the times, place, and rate, and in the coin or currency, herein prescribed.

10. Transfers and Exchanges of the Notes. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in any Place of Payment for the Notes, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes and of like tenor, of authorized denominations and for the same aggregate principal amount, shall be issued to the designated transferee or transferees.

The Notes will be issued in registered form only in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

11. Trustee Dealings with the Company. The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Notes and, subject to certain provisions of the Indenture, may otherwise deal with the Company with the same rights it would have if it were not the Trustee, Authenticating Agent, Paying Agent, Security Registrar, or such other agent.

12. No Recourse Against Others. A director, officer or employee or stockholder, as such of the Company, shall not have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder waives and releases all such liability. The waiver and release shall be part of the consideration for the issue of the Notes.

13. Governing Law. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

14. Copy of Indenture. The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture which has in it the text of this Note. Requests may be made to:

AVNET, INC.

2211 South 47th Street

Phoenix, Arizona 85034

Attn: Corporate Secretary

15. Definitions. All terms used in this Note that are defined in the Indenture shall have the respective meanings assigned to them in the Indenture.

ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (We) assign and transfer this Note to

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint to transfer this Note on the books of the Company. The agent may substitute another to act for him.


Date:
	Your Signature:
		(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*

NOTICE: The Signature must be guaranteed by an institution which is a member of one of the following recognized signature Guarantee Programs: (i) Securities Transfer Agents Medallion Program (STAMP); (ii) New York Stock Exchange Inc. Medallion Signature Program (MSP); (iii) Stock Exchanges Medallion Program (SEMP); or (iv) in such other guarantee program acceptable to the Trustee.

Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entirety), JT TEN (=joint tenants with right of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 19(A) of the Officers’ Certificate, check the box below:

☐ Section 19(A)

If you want to elect to have only part of the Note purchased by the Company pursuant to Section

19(A) of the Officers’ Certificate, state the amount you elect to have purchased:


Date:
	Your Signature:
		(Sign exactly as your name appears on the face of this Note)



		Tax Identification No:

Signature Guarantee*:

(*Participant in a Recognized Signature Guarantee

Medallion Program)

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

The following exchanges of an interest in this Global Note for an interest in another Global Security or for a certificated Security, or exchanges of an interest in another Global Security or certificated Security for an interest in this Global Note, have been made:

Date of

Exchange

Amount of

Decrease in

Principal

Amount of

this Global

Note

Amount of

Increase in

Principal

Amount of

this Global

Note

Principal

Amount of

this Global

Note

Following

Such Decrease

(or

Increase)

Signature

Authorized

Officer or

Trustee or

Security

Custodian