Exhibit 4.2
ARROW ELECTRONICS, INC.
as Issuer
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
as Trustee
6.125% Notes due 2026
FOURTH SUPPLEMENTAL INDENTURE
Dated as of March 1, 2023
to
INDENTURE
Dated as of June 1, 2017
| ARTICLE ONE |
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DEFINITIONS AND OTHER PROVISIONS OF
GENERAL APPLICATION |
| |
| SECTION 1.1 |
Definitions |
2 |
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| ARTICLE TWO |
| |
| SECURITIES FORMS |
| |
| SECTION 2.1 |
Creation of the Notes; Designations |
5 |
| SECTION 2.2 |
Forms Generally |
5 |
| |
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| ARTICLE THREE |
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| GENERAL TERMS AND CONDITIONS OF THE NOTES |
| |
| SECTION 3.1 |
Title and Terms of Notes |
6 |
| |
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| ARTICLE FOUR |
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| REDEMPTION |
| |
| SECTION 4.1 |
Optional Redemption |
7 |
| |
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| ARTICLE FIVE |
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| COVENANTS |
| |
| SECTION 5.1 |
Limitations on Liens |
7 |
| SECTION 5.2 |
Limitations on Sale and Lease-Back Transactions |
9 |
| SECTION 5.3 |
Change of Control |
10 |
| SECTION 5.4 |
Merger, Consolidation and Sale of Assets |
11 |
| SECTION 5.5 |
Reports |
12 |
| |
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| ARTICLE SIX |
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| DEFEASANCE AND COVENANT DEFEASANCE |
| |
| SECTION 6.1 |
Defeasance upon Deposit of Moneys or U.S. Government Obligations |
13 |
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| ARTICLE SEVEN |
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| MISCELLANEOUS |
| |
| SECTION 7.1 |
Effect of Fourth Supplemental Indenture |
13 |
| SECTION 7.2 |
Effect of Headings |
13 |
| SECTION 7.3 |
Successors and Assigns |
13 |
| SECTION 7.4 |
Severability Clause |
14 |
| SECTION 7.5 |
Benefits of Fourth Supplemental Indenture |
14 |
| SECTION 7.6 |
Conflict |
14 |
| SECTION 7.7 |
Governing Law |
14 |
| SECTION 7.8 |
Trustee |
14 |
FOURTH SUPPLEMENTAL INDENTURE, dated as of March 1,
2023, between ARROW ELECTRONICS, INC., a New York corporation (hereinafter called the “Company”) and U.S. BANK
TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (hereinafter called the “Trustee”).
RECITALS
WHEREAS, the Company and U.S. Bank National Association
entered into an indenture, dated as of June 1, 2017 (the “Base Indenture”), pursuant to which notes of the Company
may be issued in one or more series from time to time;
WHEREAS, Section 801(7) of the Base Indenture
permits the forms and terms of the Securities of any series as permitted in Sections 201 and 301 to be established in an indenture supplemental
to the Base Indenture;
WHEREAS, Section 801 of the Base Indenture
provides that a supplemental indenture may be entered into by the Company and the Trustee without the consent of any Holders of the Securities,
for the purposes stated therein;
WHEREAS, the Company has requested the Trustee to
join with it in the execution and delivery of this Fourth Supplemental Indenture dated as of March 1, 2023 (the “Fourth
Supplemental Indenture”), in order to supplement the Base Indenture by, among other things, establishing the forms and certain
terms of a series of Securities to be known as the Company’s “6.125% Notes due 2026” (the “Notes”),
and adding certain provisions thereof for the benefit of the Holders of the Notes;
WHEREAS, the Company has furnished the Trustee with
a duly authorized and executed issuer order dated March 1, 2023 authorizing the issuance of the Notes, such issuer order sometimes
referred to herein as the “Authentication Order”;
WHEREAS, all things necessary to make this Fourth
Supplemental Indenture a valid, binding and enforceable agreement of the Company and the Trustee and a valid supplement to the Base Indenture
have been done; and
NOW, THEREFORE, BY THIS FOURTH SUPPLEMENTAL INDENTURE,
WITNESSETH:
For and in consideration of the premises and the
purchase of the Notes to be issued hereunder by Holders thereof, the Company and the Trustee mutually covenant and agree, for the equal
and proportionate benefit of the Holders from time to time of the Notes, as follows:
Article One
DEFINITIONS
AND OTHER PROVISIONS OF
GENERAL APPLICATION
Section 1.1 Definitions.
The Base Indenture together with this Fourth Supplemental
Indenture are hereinafter sometimes collectively referred to as the “Indenture.” For the avoidance of doubt, references
to any “Section” of the “Indenture” refer to such Section of the Base Indenture as supplemented and amended
by this Fourth Supplemental Indenture. All capitalized terms which are used herein and not otherwise defined herein are defined in the
Base Indenture and are used herein with the same meanings as in the Base Indenture. If a capitalized term is defined in the Base Indenture
and this Fourth Supplemental Indenture, the definition in this Fourth Supplemental Indenture shall apply to the Notes.
For all purposes of this Fourth Supplemental Indenture,
except as otherwise expressly provided or unless the context otherwise requires:
(1) the
terms defined in this article have the meanings assigned to them in this article and include the plural as well as the singular;
(2) all
other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned
to them therein;
(3) all
accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP in the United States, and, except
as otherwise herein expressly provided, the term “GAAP” with respect to any computation required or permitted hereunder
shall mean such accounting principles as are generally accepted at the date of such computation;
(4) the
words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Fourth Supplemental
Indenture as a whole and not to any particular article, Section or other subdivision; and
(5) all
references used herein to the male gender shall include the female gender.
“Attributable Debt” with respect
to any sale and lease-back transaction that is subject to Section 5.2, on any date as of which the amount thereof is to be determined,
the product of (a) the net proceeds from such sale and lease-back transaction multiplied by (b) a fraction, the numerator of
which is the number of full years of the term of the lease relating to the property involved in such sale and leaseback transaction (without
regard to any options to renew or extend such term) remaining on the date of the making of such computation and the denominator of which
is the number of full years of the term of such lease measured from the first day of such term.
“Base Indenture” has the meaning
set forth in the Recitals hereto.
“Change of Control” means the
occurrence of any one of the following:
(a) the
direct or indirect sale, lease, 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 Company’s assets and the assets of 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 to the Company
or one of its Subsidiaries;
(b) the
consummation of any transaction (including without limitation, any merger or consolidation) the result of which is that any “person”
(as that term is used in Section 13(d)(3) of the Exchange Act) becomes the “beneficial owner” (as defined in Rules 13d-3
and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Company’s outstanding Voting Stock, measured
by voting power rather than number of shares;
(c) 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 Company’s Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged
for, a majority of the Voting Stock of the surviving person immediately after giving effect to such transaction; or
(d) the
adoption of a plan relating to the Company’s liquidation or dissolution.
“Change of Control Triggering Event”
means the occurrence of both a Change of Control and a Ratings Event.
“Exempted Debt” means the sum,
without duplication, of the following items outstanding as of the date Exempted Debt is being determined: (i) indebtedness of the
Company and its Restricted Subsidiaries incurred after the Issue Date and secured by Liens created or assumed or permitted to exist pursuant
to Section 5.1(b) and (ii) Attributable Debt of the Company and its Restricted Subsidiaries in respect of all sale and
lease-back transactions with regard to any Principal Property entered into pursuant to Section 5.2(b).
“Fourth Supplemental Indenture”
has the meaning set forth in the Recitals hereto.
“Funded Debt” means all indebtedness
for money borrowed, including purchase money indebtedness, having a maturity of more than one year from the date of its creation or having
a maturity of less than one year but by its terms being renewable or extendible, at the option of the obligor in respect thereof, beyond
one year from the date of its creation.
“Hedging Obligation” means, with
respect to any Person, the obligations of such Person under: (1) interest rate swap agreements (whether from fixed to floating or
from floating to fixed), interest rate cap agreements and interest rate collar agreements; (2) other agreements or arrangements
designed to manage interest rates or interest rate risk and (3) other agreements or arrangements designed to protect such person
against fluctuations in currency exchange rates or commodity prices, in each case, so long as such agreements or arrangements are of
the type customarily entered into in connection with and for the purpose of limiting risk.
“Initial Notes” means the Company’s
6.125% Notes due 2026 issued on the Issue Date.
“Interest Payment Date” with
respect to any Note means March 1 and September 1 of each year, commencing September 1, 2023, provided that if such Interest
Payment Date is not a Business Day, interest due on such Interest Payment Date shall be payable on the next succeeding Business Day.
“Investment Grade” means a rating
of Baa3 or better by Moody’s (or its equivalent under any successor rating category of Moody’s); a rating of BBB- or better
by S&P (or its equivalent under any successor rating category of S&P); and the equivalent investment grade rating from any replacement
Rating Agency or Agencies appointed by the Company.
“Issue Date” means, in respect
of Initial Notes, March 1, 2023.
“Joint Venture” means any partnership,
corporation or other entity, in which up to and including 50% of the partnership interests, outstanding voting stock or other equity
interests is owned, directly or indirectly, by the Company and/or one or more of its Subsidiaries.
“Lien” means, with respect to
any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind, or any other type of preferential arrangement
that has the practical effect of creating a security interest, in respect of such asset. The Company or any Subsidiary shall be deemed
to own subject to a Lien any asset that it has acquired or holds subject to the interest of a vendor or lessor under any conditional
sale agreement, capital lease or other title retention agreement relating to such asset.
“Maturity Date” means March 1,
2026.
“Moody’s” means Moody’s
Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors.
“Notes” has the meaning set forth
in the Recitals hereto.
“Principal Property” means any
manufacturing or processing plant or warehouse owned at the Issue Date or hereafter acquired by the Company or any Subsidiary of the
Company which is located within the United States and the gross book value of which (including related land and improvements thereon
and all machinery and equipment without deduction of any depreciation reserves) on the date as of which the determination is being made
exceeds 2% of Consolidated Net Tangible Assets, other than (i) any such manufacturing or processing plant or warehouse or any portion
of the same (together with the land on which it is erected and fixtures that are a part of that land) 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), (ii) any
property which in the opinion of the Company’s Board of Directors is not of material importance to the total business conducted
by the Company as an entirety, or (iii) any portion of a particular property which is similarly found not to be of material importance
to the use or operation of such property.
“Rating Agency” means each of
Moody’s and S&P; provided, that if either of Moody’s or S&P ceases to rate the Notes or fails to make a rating of
the Notes publicly available, the Company shall appoint a replacement for such Rating Agency that is a “nationally recognized statistical
rating organization” within the meaning of Section 3(a)(62) of the Exchange Act.
“Ratings Event” means rating
of the Notes is lowered by each of the Rating Agencies and the Notes are rated below Investment Grade by each of the Rating Agencies
in any case on any day during the period (the “Trigger Period”) commencing on the earlier of (i) the consummation
of any Change of Control and (ii) the first public announcement by us of any Change of Control (or pending Change of Control) and
ending 60 days following consummation of such Change of Control (which Trigger Period shall be extended for so long as the rating of
the Notes is under publicly announced consideration for a possible downgrade by either of the Rating Agencies); provided that a Rating
Event shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Rating Event
for purposes of the definition of Change of Control Triggering Event) if each Rating Agency making the reduction in rating does not publicly
announce or confirm or inform the Trustee in writing at our request that the reduction was the result, in whole or in part, of any event
or circumstance comprised of or arising as a result of, or in respect of, the Change of Control.
“S&P” means Standard &
Poor’s Financial Services, LLC, a subsidiary of S&P Global Inc., and its successors.
Article Two
SECURITIES
FORMS
Section 2.1 Creation
of the Notes; Designations.
In accordance with Section 301 of the Base
Indenture, the Company hereby creates the Notes as a series of its Notes issued pursuant to the Indenture. The Notes shall be known and
designated as the “6.125% Notes due March 1, 2026” of the Company.
Section 2.2 Forms
Generally.
The Notes and the Trustee’s certificate of
authentication shall be in the forms set forth in Exhibit I attached hereto, with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by the Indenture and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of the Notes. Any portion
of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note.
The Notes shall be printed, lithographed or engraved
or produced by any combination of these methods or may be produced in any other manner, as determined by the officers of the Company
executing such Notes, as evidenced by their manual execution of such Notes.
Article Three
GENERAL
TERMS AND CONDITIONS OF THE NOTES
Section 3.1 Title
and Terms of Notes.
(a) The
aggregate principal amount of Notes which shall be authenticated and delivered on the Issue Date under the Indenture shall be $500,000,000;
provided, however, that the Company from time to time, without giving notice to or seeking the consent of the Holders of the Notes, may
issue additional notes (the “Additional Notes”) in any amount having the same terms as the Notes in all respects,
except for the issue date, the issue price and the initial Interest Payment Date. Any such Additional Notes shall be authenticated by
the Trustee upon receipt of an Authentication Order to that effect, and when so authenticated, shall constitute “Notes”
for all purposes of the Indenture and shall (together with all other Notes issued under the Indenture) constitute a single series of
Notes under the Indenture; provided that if the Additional Notes are not fungible with the Notes for U.S. federal income tax purposes,
as determined by the Company, the Additional Notes shall have a separate CUSIP number.
(b) The
principal amount of the Notes is due and payable in full on March 1, 2026 unless earlier redeemed.
(c) The
Notes shall bear interest at the rate of 6.125% per annum (computed on the basis of a 360-day year comprised of twelve 30-day months)
from the Issue Date or from the most recent Interest Payment Date on which interest has been paid or duly provided for to maturity or
early redemption; and interest shall be payable semi-annually in arrears on March 1 and September 1 of each year, commencing
September 1, 2023, to the Persons in whose name such Notes were registered at the close of business on the preceding February 15
or August 15, respectively.
(d) Principal
of and interest on the Notes shall be payable in accordance with Sections 307 and 901 of the Base Indenture.
(e) Other
than as provided in Article Four of this Fourth Supplemental Indenture, the Notes shall not be redeemable.
(f) The
Notes shall not be entitled to the benefit of any mandatory redemption or sinking fund.
(g) The
Notes shall not be convertible into any other securities.
(h) The
Company initially appoints the Trustee as Security Registrar and Paying Agent with respect to the Notes until such time as the Trustee
has resigned or a successor has been appointed.
(i) The
Notes shall be issuable in the form of one or more Global Securities and the Depositary for such Global Security shall be the Depository
Trust Company.
(j) The
Company shall pay principal of, premium, if any, and interest on the Notes in money of the United States of America that at the time
of payment is legal tender for payment of public and private debts.
(k) A
Holder may transfer or exchange Notes only in accordance with the Indenture. Upon any transfer or exchange, the Security Registrar and
the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall
be made for any registration of transfer or exchange, but the Company or the Trustee may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection therewith.
Article Four
REDEMPTION
Section 4.1 Optional
Redemption.
The Notes will not be redeemable at the Company’s
option at any time before March 1, 2024 (the “Par Call Date”). The Notes are redeemable at the option of the
Company, in whole or in part, at any time and from time to time on or after the Par Call Date, at a Redemption Price equal to 100% of
the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to the Redemption Date.
Article Five
COVENANTS
Holders of the Notes shall be entitled to the benefit
of all covenants in Article IX of the Base Indenture and the following additional covenants, which shall be deemed to be provisions
of the Base Indenture with respect to the Notes, provided that this Article Five shall not become a part of the terms of any other
series of Securities:
Section 5.1 Limitations
on Liens.
(a) The
Company shall not, and shall not permit any Restricted Subsidiary to, create or incur any Lien that secures indebtedness for borrowed
money (including guarantees of indebtedness for borrowed money) on any shares of capital stock of a Restricted Subsidiary or any Principal
Property of the Company or a Restricted Subsidiary, whether such shares of capital stock of a Restricted Subsidiary or Principal Property
are owned at the Issue Date or acquired thereafter, unless the Company secures, or causes such Restricted Subsidiary to secure the Outstanding
Notes equally and ratably with (or at the Company’s option, prior to) all indebtedness secured by such Lien; provided, that any
Lien created for the benefit of the Holders of the Notes pursuant to this Section 5.1(a) shall be automatically and unconditionally
released and discharged upon release and discharge of such Lien securing indebtedness for borrowed money that resulted in the Lien on
the Outstanding Notes; provided, however, that this Section 5.1 shall not apply in the case of:
(i) the
creation of any Lien on any shares of capital stock of a Subsidiary or any Principal Property acquired after the Issue Date (including
acquisitions by way of merger or consolidation) by the Company or a Restricted Subsidiary contemporaneously with such acquisition, or
within 180 days thereafter, to secure or provide for the payment or financing of any part of the purchase price thereof, or the assumption
of any Lien upon any shares of capital stock of a Subsidiary or any Principal Property acquired after the Issue Date existing at the
time of such acquisition, or the acquisition of any shares of capital stock of a Subsidiary or any Principal Property subject to any
Lien without the assumption thereof, provided that every such Lien referred to in this clause (i) shall attach only to the shares
of capital stock of a Subsidiary or any Principal Property so acquired and fixed improvements on that Principal Property;
(ii) any
Lien on any shares of capital stock of a Subsidiary or any Principal Property existing on the Issue Date;
(iii) any
Lien on any shares of capital stock of a Subsidiary or any Principal Property in favor of the Company or any Restricted Subsidiary;
(iv) any
Lien on any Principal Property being constructed or improved securing indebtedness to finance the construction or improvements of that
property;
(v) Liens
on current assets of the Company to secure indebtedness to the Company that mature within twelve months from the creation thereof and
that are made in the ordinary course of business;
(vi) Liens
securing Hedging Obligations;
(vii) Liens
resulting from the deposit of funds or evidences of indebtedness in trust for the purpose of defeasing indebtedness of the Company or
a Restricted Subsidiary; and
(viii) any
renewal of, refinancing of or substitution for any Lien, permitted by any of the preceding clauses (i) through (vii), provided,
in the case of a Lien permitted under clause (i), (ii) or (iv), the indebtedness secured is not increased more than such amount
necessary to pay the fees and expenses, including premiums, related to such renewal, refinancing or substitution nor the Lien extended
to any additional assets.
(b) Notwithstanding
the provisions of paragraph (a) of this Section 5.1, the Company or any Restricted Subsidiary may create or assume Liens in
addition to those permitted by paragraph (a) of this Section, and renew, extend or replace such Liens, provided that at the time
of such creation, assumption, renewal, extension or replacement, and after giving effect thereto, Exempted Debt does not exceed 15% of
Consolidated Net Tangible Assets.
Section 5.2 Limitations
on Sale and Lease-Back Transactions.
(a) The
Company shall not and shall not permit any Restricted Subsidiary to, sell or transfer, directly or indirectly, except to the Company
or a Restricted Subsidiary, any Principal Property as an entirety, or any substantial portion thereof, with the intention of taking back
a lease of such property, except a lease for a period of three years or less at the end of which it is intended that the use of such
Principal Property by the lessee shall be discontinued; provided that, notwithstanding the foregoing, the Company or any Restricted Subsidiary
may sell any such Principal Property and lease it back for a longer period, if either:
(i) the
Company or such applicable Restricted Subsidiary would be entitled, pursuant to the provisions of Section 5.1(a), to create a Lien
on the Principal Property to be leased securing Funded Debt in an amount equal to the Attributable Debt with respect to such sale and
lease-back transaction without equally and ratably securing the Outstanding Notes; or
(ii) the
Company causes an amount equal to the fair value (as determined by Board Resolution of the Company) of such Principal Property to be
applied (1) to the purchase of other property that shall constitute Principal Property or (2) to the retirement, within 120
days after receipt of such proceeds of Funded Debt incurred or assumed by the Company or a Restricted Subsidiary (including the Notes);
provided, further, that, in lieu of applying all of or any part of such net proceeds to such retirement, the Company may, within 75 days
after such sale, deliver or cause to be delivered to the applicable trustee for cancellation either debentures or debt securities evidencing
Funded Debt of the Company (which may include the Notes) or of a Restricted Subsidiary previously authenticated and delivered by the
applicable trustee, and not yet tendered for sinking fund purposes or called for a sinking fund or otherwise applied as a credit against
an obligation to redeem or retire such debentures or debt securities, and an Officer’s Certificate (which shall be delivered to
the Trustee) stating that the Company elects to deliver or cause to be delivered such debentures or debt securities in lieu of retiring
Funded Debt of the Company or a Restricted Subsidiary. If the Company delivers debentures or debt securities to the applicable trustee
and the Company shall duly deliver such Officer’s Certificate, the amount of cash that the Company shall be required to apply to
the retirement of Funded Debt under this Section 5.2(a) shall be reduced by an amount equal to the aggregate of the then applicable
optional redemption prices (not including any optional sinking fund redemption prices) of such debentures or debt securities so delivered,
or, if there are no such redemption prices, the principal amount of such debentures or debt securities. If the applicable debentures
or debt securities provide for an amount less than the principal amount thereof to be due and payable upon a declaration of the maturity
thereof, such amount of cash shall be reduced by the amount of principal of such debentures or debt securities that would be due and
payable as of the date of such application upon a declaration of acceleration of the maturity thereof pursuant to the terms of the indenture
pursuant to which such debentures or debt securities were issued.
(b) Notwithstanding
the provisions of paragraph (a) of this Section 5.2, the Company or any Restricted Subsidiary may enter into sale and lease-back
transactions in addition to those permitted by paragraph (a) of this Section 5.2 without any obligation to retire any outstanding
debt securities or other Funded Debt, provided that at the time of entering into such sale and lease-back transactions and after giving
effect thereto, Exempted Debt does not exceed 15% of Consolidated Net Tangible Assets.
Section 5.3 Change
of Control.
(a) If
a Change of Control Triggering Event occurs, then, unless the Company has exercised its right to redeem the Notes pursuant to Sections
4.1 and 5.3(b), the Company shall be required to make an offer to each Holder of Notes to purchase (at the Holder’s option) all
or any part (equal to a minimum amount of $2,000 and integral multiples of $1,000 in excess thereof) of that Holder’s Notes at
a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the date
of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment
date); provided that after giving effect to the purchase, any Notes that remain outstanding shall have a minimum denomination of $2,000
and integral multiples of $1,000 in excess thereof.
(b) 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 (as defined below), but after the public announcement of the transaction that constitutes or may constitute the
Change of Control, except to the extent that the Company has exercised its right to redeem the Notes pursuant to Section 4.1, the
Company shall mail a notice (a “Change of Control Offer”) to each Holder of the Notes with a copy to the Trustee describing
the transaction or transactions that constitute or may constitute a Change of Control Triggering Event and offering to purchase Notes
on the date specified in the notice, which date shall be no earlier than 10 days nor later than 60 days from the date such notice is
delivered (other than as may be required by law) (such date, the “Change of Control Payment Date”). The notice shall,
if delivered 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 specified in the notice.
(c) On
each Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept
for payment all Notes or portions of the Notes properly tendered pursuant to the applicable 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 of Notes 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 Officer’s Certificate stating the aggregate
principal amount of Notes or portions of Notes being purchased.
(d) The
Company shall comply, to the extent applicable, with the requirements of Rule 14e-1 of the Exchange Act and any other securities
laws or regulations in connection with the purchase of Notes pursuant to a Change of Control Triggering Event. To the extent that the
provisions of any securities laws or regulations conflict with the terms in this Section 5.3, the Company shall comply with the
applicable securities laws and regulations and shall not be deemed to have breached the Company’s obligations by virtue thereof.
(e) Holders
of Notes electing to have Notes purchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the
form entitled “Option of Holder to Elect Purchase” attached hereto completed, to the Paying Agent at the address specified
in the notice, or transfer their Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying
Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date.
(f) The
Company shall not be required to make a Change of Control Offer 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 addition, the Company shall not purchase any Notes if there has occurred and is continuing on the
Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the change of control
payment upon a Change of Control Triggering Event.
(g) If
Holders of not less than 90% in aggregate principal amount of the Outstanding Notes validly tender and do not withdraw such Notes in
a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company, as described in
this Section 5.3, purchases all of the Notes validly tendered and not withdrawn by such holders, all of the holders of the Notes
will be deemed to have consented to such offer and accordingly, the Company shall have the right, upon not less than 10 nor more than
60 days’ prior notice, given not more than 15 days following such purchase pursuant to the Change of Control Offer described in
this Section 5.3, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101%
of the principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders of
record on a record date to receive interest on the relevant Interest Payment Date).
Section 5.4 Merger,
Consolidation and Sale of Assets.
(a) The
Company shall not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially
all of its property and assets (in one transaction or a series of related transactions) to, any Person (other than a consolidation with
or merger with or into a Subsidiary or a sale, conveyance, transfer, lease or other disposition to a Subsidiary) or permit any Person
to merge with or into the Company unless:
(i) either
(A) the Company shall be the continuing Person or (B) the Person formed by such consolidation or into which the Company is
merged or that acquired or leased such property and assets of the Company shall be a corporation organized and validly existing under
the laws of the United States of America or any jurisdiction thereof (or, any entity not organized under such laws which agrees (I) to
subject itself to the jurisdiction of the United States district court for the Southern District of New York, and (II) to indemnify
and hold harmless the Holders of all Notes against (y) any tax, assessment or governmental charge imposed on such Holders by a jurisdiction
other than the United States or any political subdivision or taxing authority thereof or therein with respect to, and withheld on the
making of, any payment of principal of or interest on such Notes and which would not have been so imposed and withheld had such consolidation,
merger, sale or conveyance not been made and (z) any tax, assessment or governmental charge imposed on or relating to, and any costs
or expenses involved in, such consolidation, merger, sale or conveyance) and shall expressly assume, by a supplemental indenture, executed
and delivered to the Trustee, all of the obligations of the Company under the Indenture and the Notes;
(ii) immediately
after giving effect to such transaction, no Default or Event of Default under the Indenture shall have occurred and be continuing; and
(iii) an
Officer’s Certificate and an Opinion of Counsel as to the matters set forth in the preceding clauses (i) and (ii) shall
have been delivered to the Trustee.
(b) The
preceding paragraph (a) of this Section 5.4 shall not apply to:
(i) the
merger or consolidation of the Company with an Affiliate, if the Board of Directors determines in good faith that the purpose of such
transaction is principally to change the Company’s state of incorporation or to convert the Company’s form of organization
to another form of organization; or
(ii) the
merger or consolidation of the Company with or into a single direct or indirect wholly-owned Subsidiary pursuant to Section 905
(or any successor provision) of the Business Corporation Law of the State of New York.
(c) Upon
any consolidation or merger, or any sale, conveyance, transfer, lease or other disposition of all or substantially all of the property
and assets of the Company in accordance with this Section 5.4, if there is a successor, such successor shall succeed to, and be
substituted for the Company and may exercise every right and power under the Indenture with the same effect as if such successor had
been named in place of the Company in the Indenture, and the Company shall (except in the case of a lease of all or substantially all
of property and assets of the Company) be discharged from all obligations and covenants under the Indenture and the Notes.
Section 5.5 Reports.
The Company covenants to file with the Trustee,
within 15 days after the Company is required to file the same with the Commission, copies of the annual reports and of the information,
documents, and other reports which the Company may he required to file with the Commission pursuant to Section 13 or Section 15(d) of
the Exchange Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only, with the Trustee
having no duty or obligation to review such reports, information and documents, and the Trustee’s receipt of such shall not constitute
actual or constructive notice of any information contained therein or determinable from information contained therein, including the
Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s
Certificates). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance
with this Section 5.5, or whether or not such information, documents or reports are filed with the Commission on EDGAR or any website
under the Indenture, or to participate in any conference calls.
Article Six
DEFEASANCE
AND COVENANT DEFEASANCE
Section 6.1 Defeasance
upon Deposit of Moneys or U.S. Government Obligations.
For purposes of the Notes, Section 1201(1) of
the Base Indenture is hereby replaced in its entirety by the following provisions:
“The Company shall have deposited or caused
to be deposited irrevocably with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to,
the benefit of the Holders of Securities of any series (i) money in an amount, or (ii) U.S. Government Obligations which through
the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the
due date of any payment, money in an amount, or (iii) a combination of items (i) and (ii), sufficient, in the opinion (with
respect to items (i) and (ii)) of an Officer expressed in an Officer’s Certificate delivered to the Trustee, to pay and discharge
each installment of principal (including any mandatory sinking fund payments) of and premium, if any, and interest on, the Outstanding
Securities of any series on the dates such installments of interest or principal and premium are due;”
Article Seven
MISCELLANEOUS
Section 7.1 Effect
of Fourth Supplemental Indenture.
(a) This
Fourth Supplemental Indenture is a supplemental indenture within the meaning of Section 801 of the Base Indenture, and the Base
Indenture shall be read together with this Fourth Supplemental Indenture and shall have the same effect over the Notes, in the same manner
as if the provisions of the Base Indenture and this Fourth Supplemental Indenture were contained in the same instrument.
(b) In
all other respects, the Base Indenture is confirmed by the parties hereto as supplemented by the terms of this Fourth Supplemental Indenture.
Section 7.2 Effect
of Headings.
The Article and Section headings
herein are for convenience only and shall not affect the construction hereof.
Section 7.3 Successors
and Assigns.
All covenants and agreements in this Fourth Supplemental
Indenture by the Company, the Trustee and the Holders shall bind their successors and assigns, whether so expressed or not.
Section 7.4 Severability
Clause.
In case any provision in this Fourth Supplemental
Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby.
Section 7.5 Benefits
of Fourth Supplemental Indenture.
Nothing in this Fourth Supplemental Indenture or
in the Notes, express or implied, shall give to any Person, other than the parties hereto, any benefit or any legal or equitable right,
remedy or claim under this Fourth Supplemental Indenture.
Section 7.6 Conflict.
In the event that there is a conflict or inconsistency
between the Base Indenture and this Fourth Supplemental Indenture, the provisions of this Fourth Supplemental Indenture shall control;
provided, however, if any provision hereof limits, qualifies or conflicts with another provision herein or in the Base Indenture, in
either case, which is required or deemed to be included in this Fourth Supplemental Indenture by any of the provisions of the Trust Indenture
Act, such required or deemed provision shall control.
Section 7.7 Governing
Law.
THIS FOURTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS
OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE PARTIES HERETO AGREES
TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS FOURTH
SUPPLEMENTAL INDENTURE OR THE NOTES.
Section 7.8 Trustee.
The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Fourth Supplemental Indenture or for or in respect of the recitals
contained herein, all of which are made solely by the Company.
This Fourth Supplemental Indenture may be executed
in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute one and the same agreement. The exchange of copies of this Fourth Supplemental
Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Fourth
Supplemental Indenture as to the parties hereto and may be used in lieu of the original Fourth Supplemental Indenture for all purposes.
The words “execution,” “signed,” “signature,” and words of like import in this Fourth Supplemental
Indenture shall include images of manually executed signatures transmitted by facsimile, email or other electronic format (including,
without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including without limitation,
DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other
record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and
enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable
law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records
Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the
Uniform Commercial Code. Without limitation to the foregoing, and anything in this Fourth Supplemental Indenture to the contrary notwithstanding,
(a) any Officer’s Certificate, Authentication Order, Opinion of Counsel, Note, opinion of counsel, instrument, agreement or
other document delivered pursuant to this Fourth Supplemental Indenture may be executed, attested and transmitted by any of the foregoing
electronic means and formats, (b) all references in Section 303 of the Base Indenture, Section 2.2 of this Fourth Supplemental
Indenture or elsewhere in the Indenture to the execution, attestation or authentication of any Note or any certificate of authentication
appearing on or attached to any Note by means of a manual or facsimile signature shall be deemed to include signatures that are made
or transmitted by any of the foregoing electronic means or formats, and (c) any requirement in the Indenture that any signature
be made under a corporate seal (or facsimile thereof) shall not be applicable to the Notes.
[Signature pages to follow]
IN WITNESS WHEREOF, the parties hereto have caused
this Fourth Supplemental Indenture to be duly executed on the date and year first written above.
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ARROW ELECTRONICS, INC. |
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By: |
/s/ William Dakin |
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Name: |
William Dakin |
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Title: |
Vice President and Treasurer |
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By: |
/s/ J. Garrett Judge |
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Name: |
J. Garrett Judge |
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Title: |
Treasury Director |
[Signature page to Fourth Supplemental
Indenture]
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U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee |
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By: |
/s/ Michael W. McGuire |
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Name: |
Michael W. McGuire |
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Title: |
Vice President |
[Signature page to Fourth Supplemental
Indenture]
Exhibit I
FORM OF GLOBAL NOTE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE
HEREOF.
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
REFERRED TO HEREIN AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE
OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE
NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
ARROW ELECTRONICS, INC.
6.125% Note Due March 1, 2026
ARROW ELECTRONICS, INC., a New York corporation
(the “Company”), promises to pay to Cede & Co. or its registered assigns, the principal sum of [__________]
in U.S. Dollars on March 1, 2026.
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Interest Payment Dates: |
March 1 and September 1 |
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Record Dates: |
February 15 and August 15 |
Additional provisions of this Note are set forth
on the other side of this Note.
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed.
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ARROW ELECTRONICS, INC. |
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By |
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Name: |
[●] |
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Title: |
[●] |
[Authentication Page to Follow]
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated therein referred
to in the within-mentioned Indenture.
Dated:
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U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, |
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As Trustee |
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By |
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Authorized Signatory |
FORM OF REVERSE SIDE OF NOTE
6.125% Senior Note Due March 1, 2026
ARROW ELECTRONICS, INC., a Delaware corporation
(the “Company”), promises to pay interest on the principal amount of this Note at the rate per annum shown above.
The Company shall pay interest semi-annually in arrears
on March 1 and September 1 of each year commencing on September 1, 2023. Interest on the Notes shall accrue from the most
recent date to which interest has been paid or, if no interest has been paid, from March 1, 20231
with respect to this Note. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months.
The Company shall pay interest (except defaulted
interest) on the Notes to the Persons who are registered Holders of Notes at the close of business on the February 15 and August 15
immediately preceding the interest payment date even if Notes are canceled after the record date and on or before the interest payment
date. Holders must surrender Notes to a Paying Agent to collect principal payments. The Company shall pay principal and interest in money
of the United States that at the time of payment is legal tender for payment of public and private debts. However, all payments in respect
of this Note (including principal, premium, if any, and interest) must be made by wire transfer of immediately available funds to the
accounts specified by the Holder hereof.
| 3. | PAYING AGENT AND SECURITY REGISTRAR |
Initially, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
(the “Trustee”) shall act as Paying Agent and Security Registrar. The Company may appoint and change any Paying Agent
or Security Registrar without notice to the Holders. The Company or any domestically organized Subsidiary may act as Paying Agent or Security
Registrar.
The Company issued the Notes under an indenture dated
as of June 1, 2017 (the “Base Indenture”), as amended by the Fourth Supplemental Indenture dated as of March 1,
2023 (the “Fourth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”),
between the Company and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture
by reference to the Trust Indenture Act. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the
Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement
of those terms.
1
With respect to Initial Notes issued on the Closing Date.
The Notes are unsecured senior obligations of the
Company. Subject to the conditions set forth in the Indenture, the Company may issue Additional Notes in an unlimited principal amount.
This Note is one of the Notes referred to in the Indenture. The Notes include the Initial Notes and the Additional Notes. The Initial
Notes and the Additional Notes are treated as a single class of Notes under the Indenture.
The Notes will not be redeemable at the Company’s
option at any time before March 1, 2024 (the “Par Call Date”). The Notes are redeemable at the option of the Company,
in whole or in part, at any time and from time to time on or after the Par Call Date, at a Redemption Price equal to 100% of the principal
amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to the Redemption Date.
Notices of redemption will be mailed or electronically
delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days but not more than 60 days before
the Redemption Date to each Holder of Notes to be redeemed at its registered address all in accordance with the Indenture. Any notice
to Holders of Notes of a redemption shall state, among other things, the redemption price (or how the redemption price shall be calculated
if not a fixed amount or subject to change) and date.
Notice of any redemption of Notes may, at the Company’s
discretion, be given subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction
that is pending (such as an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction
involving a change of control in us or another entity). If such redemption is so subject to satisfaction of one or more conditions precedent,
such notice shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions shall not
have been satisfied or otherwise waived on or prior to the business day immediately preceding the relevant redemption date.
The Company shall notify holders of any such rescission
as soon as practicable after it determines that such conditions precedent will not be able to be satisfied or it is not able or willing
to waive such conditions precedent, in each case subject to applicable procedures of DTC. Once notice of redemption is mailed or sent,
subject to the satisfaction of any conditions precedent provided in the notice of redemption, the Notes called for redemption will become
due and payable on the redemption date and at the applicable redemption price as set forth above.
If any of such events fail to occur and are not waived
by the Company, the Company shall be under no obligation to redeem the Notes or pay the Holders any redemption proceeds and the Company’s
failure to redeem the Notes shall not be considered a default or an Event of Default. If less than all of the Notes are to be redeemed
at any time the particular Notes to be redeemed shall be selected from the Outstanding Notes not previously called for redemption pursuant
to the applicable procedures of DTC. On and after the Redemption Date, interest ceases to accrue on Notes or portions of them called for
redemption.
If a Change of Control Triggering Event occurs, then,
unless the Company has exercised its right to redeem the Notes as described in paragraph 5 above, the Company shall be required to make
an offer to each Holder of Notes to purchase (at the Holder’s option) all or any part (equal to a minimum amount of $2,000 and integral
multiples of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal
amount thereof, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date); provided that after giving effect to the purchase, any Notes
that remain outstanding shall have a minimum denomination of $2,000 and integral multiples of $1,000 in excess thereof.
Any Change of Control Offer shall be made in accordance
with the terms specified in the Indenture.
| 8. | DENOMINATIONS; TRANSFER; EXCHANGE |
The Notes are in registered form without coupons
in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. A Holder may transfer or exchange Notes in accordance
with the Indenture. Upon any transfer or exchange, the Security Registrar and the Trustee may require a Holder, among other things, to
furnish appropriate transfer documents and to pay any taxes required by law or permitted by the Indenture. The Security Registrar shall
not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business
15 calendar days before the day of any selection of Notes for redemption and ending at the close of business on the day of selection,
(B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion
of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding
interest payment date.
The registered Holder of this Note may be treated
as the owner of it for all purposes.
If money for the payment of principal or interest
remains unclaimed for two years, the Paying Agent shall pay the money back to the Company at its request, or if then held by the Company
or a domestic Subsidiary, shall be discharged from such trust (unless an abandoned property law designates another Person for payment
thereof). After any such payment, Holders entitled to the money must look only to the Company for payment thereof, and all liability of
the Paying Agent with respect to such money, and all liability of the Company or such permitted Subsidiary as trustee thereof, shall thereupon
cease.
| 11. | DISCHARGE AND DEFEASANCE |
Subject to certain conditions set forth in the Indenture,
the Company at any time may terminate some or all of its obligations under the Indenture with respect to the Notes if, among other things,
the Company deposits with the Trustee funds for the payment of principal and interest on the Notes to redemption or maturity, as the case
may be.
The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders
of the Notes under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal
amount of the Notes at the time outstanding. The Indenture also contains provisions, with certain exceptions as therein provided, permitting
the Holders of a majority in principal amount of the Notes at the time outstanding, on behalf of the Holders of all such Notes, to waive
compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences,
provided that all amounts owing to the Trustee have been paid. The Indenture also permits certain other amendments, modifications or waivers
thereof only with the consent of all affected Holders of the Notes, while certain other amendments or modifications may be made without
the consent of any Holders of Notes. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder
and upon all future Holders of this Note and of any Note issued upon the transfer hereof or in exchange herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Note. The right of any Holder of a Note (or such Holder’s duly designated
proxy) to participate in any consent required or sought pursuant to any provision of the Indenture (and the obligation of the Company
to obtain any such consent otherwise required from such Holder) may be subject to the requirement that such Holder shall have been the
Holder of record of Notes as of a date set by the Company and identified by the Trustee in a notice furnished to Holders of the Notes
in accordance with the terms of the Indenture.
Events of Default are set forth in the Indenture.
If an Event of Default shall have occurred and be continuing, the Trustee or the Holders of at least 25% in principal amount of Outstanding
Notes may declare the principal of, premium, if any, and accrued interest on all the Notes to be due and payable by notice in writing
to the Company and, if given by the Holders, to the Trustee, specifying the respective Events of Default, and the same shall become immediately
due and payable.
Holders may not enforce the Indenture or the Notes
except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity or security
reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Notes may direct the Trustee
in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default (except a Default in payment
of principal, premium, if any, or interest) if and so long as a committee of its Trust Officers in good faith determines that withholding
notice is in the interest of the Holders.
| 14. | TRUSTEE DEALINGS WITH THE COMPANY |
Subject to certain limitations imposed by the Trust
Indenture Act, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and
may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or
its Affiliates with the same rights it would have if it were not Trustee.
| 15. | NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS |
No past, present or future director, officer, employee,
stockholder or incorporator, as such, of the Company or any successor corporation or any of the Company’s affiliates shall have
any personal 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 his, her or its status as such director, officer, employee, stockholder or incorporator. Each Holder by accepting a Note
waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Notes.
THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT
THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
This Note endorsed hereon shall not be valid until
an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side
of this Note.
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 entireties), JT TEN (=joint tenants with rights
of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).
Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and has directed
the Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of
such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.
The Company shall furnish to any Holder upon written
request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be
made to:
ARROW ELECTRONICS, INC.
9201 East Dry Creek Road, Centennial, Colorado
80112
Attention of Secretary
ASSIGNMENT FORM
To assign this Note, fill in the form below:
I or we assign and transfer this Note to
(Print or type assignee’s name, address and
zip code)
(Insert assignee’s soc. sec. or tax I.D.
No.)
and irrevocably appoint agent
to transfer this Note on the books of the Company. The agent may substitute another to act for him.
Date: Your
Signature:
| Signature Guarantee: |
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(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) |
Sign exactly as your name appears on the other side of this Note.
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL
NOTE
The following increases or decreases in this Global
Note have been made:
| Date of Exchange |
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Amount of decrease
in
Principal Amount of
this Global Note |
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Amount of increase
in
Principal Amount of
this Global Note |
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Principal amount of
this Global Note
following such
decrease or increase |
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Signature of
authorized signatory
of Trustee or Notes
Custodian |
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