EX-4.2






Exhibit 4.2




OFFICERS’ CERTIFICATE




The undersigned, Raymond Sadowski and David R. Birk, 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 and Secretary, respectively, of the Company. Each of the undersigned also hereby certifies
on behalf of the Company, pursuant to the Indenture, dated as of March 5, 2004, between the Company
and The Bank of New York Trust Company, N.A., as Trustee and successor in interest to J.P. Morgan
Trust Company, National Association (the “Indenture”), that:



RECITAL




Pursuant to the authorizations granted by resolutions duly adopted by the Finance Committee of
the Board of Directors on February 8, 2007 and by the Board of Directors on February 9, 2007, 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 Notes: The Notes shall constitute a series of Securities having the title
5.875% Notes due 2014.”



(2) Any limit upon the aggregate principal amount of the Notes that may be authenticated and
delivered under the Indenture (except for Notes authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 304, 305, 306,
906, 1107 or 1305 of the Indenture): The aggregate principal amount of Notes that may be
authenticated and delivered under the Indenture initially shall be $300,000,000. The Company will
have the ability to issue Additional Notes as provided in Section 24(A) below.



(3) The date or dates, or the method by which such date or dates shall be determined or
extended, on which the principal (and premium, if any) of the Notes shall be payable: The entire
principal of the Notes shall be due on March 15, 2014 (the “Stated Maturity”), unless earlier
redeemed by the Company as provided in Section 6 below.



(4) The rate or rates (which may be fixed or variable) at which the Notes shall bear interest,
if any, or the method by which such rate or rates shall be determined, the date or dates from which
such interest shall accrue or the method by which such date or dates shall be determined, the
Interest Payment Dates on which such interest shall be payable and the Regular Record Date, if any,
for the interest payable on any Note on any Interest Payment Date, or the method by which such date
shall be determined, and the basis upon which such interest shall be calculated if other than that
of a 360-day year of twelve 30-day months: The unpaid principal amount of the Notes shall bear
Interest at the rate of 5.875% per annum, until paid or duly provided for, and such Interest shall
accrue from March 7, 2007 or from the most recent Interest Payment Date to which Interest has been
paid or duly provided for. Except as provided herein, Interest shall be paid semi-annually in
arrears on each March 15 and September 15 (the “Interest Payment Dates”), commencing September 15,
2007, to the Person or Persons in whose name the Notes are registered at the close of business on
the date that is 15 calendar days prior to such 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 Dates or Redemption Date, as the case may be. In the case of a
Redemption Date that occurs after a Regular Record Date and prior to the corresponding Interest
Payment Date, the Company shall pay accrued and unpaid Interest, if any, on the Notes being
redeemed to, but not including, the Redemption Date to the same Person to whom it will pay the
principal of such Notes. If any Interest Payment Date (other than an Interest Payment Date
coinciding with the Stated Maturity or earlier Redemption Date) of a Note falls on a day that is
not a Business Day, such Interest Payment Date will be postponed to the next succeeding Business
Day; provided, that, if such Business Day falls in the next succeeding calendar month, the Interest
Payment Date will be brought forward to the immediately preceding Business Day. If the Stated
Maturity or Redemption Date of a Note would fall on a day that is not a Business Day, the required
payment of Interest, if any, and principal will be made on the next succeeding Business Day, and no
Interest on such payment shall accrue for the period from and after the Stated Maturity or
Redemption Date to such next succeeding Business Day.



(5) The place or places where, subject to the provisions of Section 1002 of the Indenture, the
principal of (and premium, if any) and interest, if any, on the Notes shall be payable, where any
Registered Notes may be surrendered for registration of transfer, where Notes may be surrendered
for exchange, where Notes that are convertible or exchangeable may be surrendered for conversion or
exchange, as applicable, and where notices or demands to or upon the Company in respect of the
Notes and the Indenture may be served: The place of payment, registration of transfer and exchange
for the Notes shall be at the Company’s office or agency in the Borough of Manhattan, the City of
New York, which initially shall be the designated corporate trust office of the Trustee currently
located at Bank of New York, 101 Barclay Street, 7 East, New York NY 10286, Attn: Corporate Trust
Window. So long as the Notes are in the form of registered Global Notes, the Company will wire,
through the facilities of the Trustee, payments of principal, Interest or the Redemption Price (as
hereinafter defined) on the Global Notes to Cede & Co., the nominee of the depositary, The
Depository Trust Company (“DTC”), as the registered owner of the Global Notes.



(6) The period or periods within which, the price or prices at which, the Currency or
Currencies in which, and other terms and conditions upon which, Notes may be redeemed, in whole or
in part, at the option of the Company, if the Company is to have the option:



(A) The Company may, at its option, redeem some or all of the Notes at any time, upon notice
to Holders of Notes of not less than 30 days nor more than 60 days prior to the Redemption Date, at
a redemption price equal to the sum of (i) the principal amount of the Notes to be redeemed, (ii)
accrued and unpaid Interest on that principal amount to (but excluding) the Redemption Date, and
(iii) the Make-Whole Amount, if any (the “Redemption Price”).



“Make-Whole Amount” means, in connection with the optional redemption, the excess, if any, of
(a) the aggregate present value as of the date of such redemption of each dollar of principal being
redeemed and the amount of Interest, exclusive of Interest accrued to the Redemption Date, that
would have been payable in respect of such dollar if such redemption had not been made, determined
by discounting, on a semi-annual basis (assuming a 360-day year of twelve 30-day months), such
principal and Interest at the Reinvestment Rate, determined on the third Business Day preceding the
date notice of such redemption is given, from the respective dates on which such principal and
Interest would have been payable if such redemption had not been made, to the Redemption Date, over
(b) the aggregate principal amount of the Notes being redeemed.



“Reinvestment Rate” means 0.25% plus the arithmetic mean of the yields under the headings
“Week Ending” published in the most recent Statistical Release under the caption “Treasury Constant
Maturities” for the maturity, rounded to the nearest month, corresponding to the remaining life to
maturity, as of the payment date of the Notes being redeemed. If no maturity exactly corresponds to
such maturity, yields for the two published maturities most closely corresponding to such maturity
will be calculated pursuant to the immediately preceding sentence, and the reinvestment rate will
be interpolated or extrapolated from such yields on a straight-line basis, rounding in each of the
relevant periods to the nearest month. For purposes of calculating the reinvestment rate, the most
recent Statistical Release published prior to the date of determination of the Make-Whole Amount
will be used.



“Statistical Release” means the statistical release designated “H.15(519)” or any successor
publication which is published weekly by the Federal Reserve System and which establishes yields on
actively traded United States government securities adjusted to constant maturities or, if such
statistical release is not published at the time of any determination, then such other reasonably
comparable index which shall be designated by the Company.



(B) In case of any redemption at the Company’s election of less than all of the Notes, the
Company shall, not less than 30 days nor more than 60 days prior to the Redemption Date, notify the
Trustee in writing of such Redemption Date and of the principal amount of the Notes to be redeemed.
Unless the procedures of the DTC provide otherwise, the Trustee shall select the Notes to be
redeemed either by lot, on a pro rata basis, or by any other method as the Trustee shall deem fair
and reasonable. The Trustee shall make the selection within five Business Days after it receives
the notice provided for in this Section 6(B) from outstanding Notes not previously called for
redemption. The portions of the principal amount of Notes to be redeemed may be equal to $1,000 or
any integral multiple of $1,000. For all purposes under the Indenture and this Certificate, unless
the context otherwise requires, all provisions relating to the redemption of Notes shall relate, in
the case of Notes redeemed or to be redeemed only in part, to that portion of the principal amount
of such Note that has been or is to be redeemed. The Trustee promptly shall notify the Company in
writing of the Notes selected for redemption and, in the case of Notes selected for partial
redemption, the principal amount thereof to be redeemed.



(C) Notice of redemption to Holders of Notes shall be given in the manner provided in Section
1104 of the Indenture.



(D) Once notice of redemption is given, Notes called for redemption become due and payable on
the Redemption Date and at the Redemption Price stated in the notice. Upon surrender to the Paying
Agent of the Notes for redemption in accordance with the notice, such Notes shall be paid at the
Redemption Price stated in the notice. With respect to any Notes surrendered in accordance with
the notice that are to be redeemed only in part, after the Redemption Date, the Company shall issue
to the Holder thereof, without a charge, a new Note or Notes in aggregate principal amount equal
to, and in exchange for, the unredeemed portion of the principal amount of the Note so surrendered.



(E) Prior to 10:00 a.m. New York City time on the Redemption Date, the Company shall deposit
with the Paying Agent (or if the Company or a Subsidiary or an Affiliate of either of them is the
Paying Agent, shall segregate and hold in trust as provided in Section 1003 of the Indenture),
money sufficient to pay the Redemption Price of all Notes or portions thereof to be redeemed on
that date other than Notes or portions of Notes called for redemption which on or prior thereto
have been delivered by the Company to the Trustee for cancellation. If money sufficient to pay the
Redemption Price of all Notes (or portions thereof) to be redeemed on the Redemption Date is
deposited with the Paying Agent prior to 10:00 a.m. New York City time on the Redemption Date,
immediately on and after such Redemption Date, Interest will cease to accrue on such Notes or
portions thereof.



(7) Any deletions from, modifications of or additions to, the redemption provisions set forth
in Section 1102 of the Indenture, and the obligation, if any, of the Company to redeem, repay or
purchase the Notes pursuant to any sinking fund or analogous provision or at the option of a Holder
thereof, and the period or periods within which or the date or dates on which, the price or prices
at which, the Currency or Currencies in which, and other terms and conditions upon which, the Notes
shall be redeemed, repaid or purchased, in whole or in part, pursuant to such obligation: The
Notes shall not have the benefit of any sinking fund.



(8) If not as provided in Section 302 of the Indenture, the denomination or denominations in
which the Notes shall be issuable: The Notes initially shall be issued in fully registered form,
without coupons, in denominations of $1,000 and any integral multiple thereof.



(9) 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.



The Bank of New York Trust Company, N.A., as successor in interest to J.P. Morgan Trust
Company, National Association, initially shall be the Trustee with respect to the Notes.



(10) If other than the total principal amount thereof, the portion of the principal amount of
the Notes that shall be payable upon declaration of acceleration of the Maturity thereof pursuant
to Section 502 of the Indenture or the method by which such portion shall be determined: Not
applicable.



(11) If other than the Dollar, the Currency or Currencies in which payment of the principal of
(or premium, if any) or interest, if any, on, the Notes shall be made or in which the Notes shall
be denominated, and the particular provisions applicable thereto in accordance with, in addition to
or in lieu of any of the provisions of Section 312 of the Indenture: Not applicable.



(12) Whether the amount of payments of principal of (or premium, if any) or interest, if any,
on, the Notes may be determined with reference to an index, formula or other method (which index,
formula or method may be based, without limitation, on one or more Currencies, commodities, equity
indices or other indices), and 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 Interest on
the Notes is not to be determined with reference to an index, formula or other method.



(13) Whether the principal of (or premium, if any) or interest, if any, on, the Notes are to
be payable, at the election of the Company or a Holder thereof, in one or more Currencies other
than that in which such Notes are denominated or stated to be payable, the period or periods within
which (including the Election Date), and the terms and conditions upon which, such election may be
made, and the time and manner of determining the exchange rate between the Currency or Currencies
in which such Notes are denominated or stated to be payable and the Currency or Currencies in which
such Notes are to be paid, in each case in accordance with, in addition to or in lieu of any of the
provisions of Section 312 of the Indenture: Not applicable.



(14) Provisions, if any, granting special rights to the Holders of the Notes upon the
occurrence of such events as may be specified: See Section 15 below.



(15) Any deletions from, modifications of or additions to the Events of Default or covenants
(including any deletions from, modifications of or additions to any of the provisions of Section
1009 of the Indenture) or other undertakings of the Company with respect to the Notes, whether or
not such Events of Default, covenants or undertakings are consistent with the Events of Default,
covenants or undertakings set forth herein:



(A) Upon the occurrence of a Change of Control Triggering Event, unless the Company has
exercised its right to redeem the Notes, each Holder will have the right to require the Company to
repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder’s Notes
pursuant to the offer described below (the “Change of Control Offer”) at a purchase price equal to
101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the
date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control
Triggering Event, the Company shall mail a notice to each Holder describing the transaction or
transactions that constitute the Change of Control Triggering Event and offering to repurchase the
Notes on the date specified in the notice, which date will be no later than 30 days and no later
than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant
to the procedures required by the Indenture and described in such notice. 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 such laws and regulations are applicable in connection with
the repurchase of 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 15(A), the Company will
comply with the applicable securities laws and regulations and will not be deemed to have breached
its obligations under this Section 15(A) by virtue of such conflict.



(B) 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 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
Paying Agent shall promptly mail to each Holder of Notes properly tendered the Change of Control
Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be
transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased
portion of the Notes surrendered by such Holder, if any; in denominations as set forth in the
Indenture. The Company shall publicly announce the results of the Change of Control Offer on or as
soon as practicable after the Change of Control Payment Date. The Company will not be required to
make a Change of Control Offer upon a Change of Control Triggering Event if a third Person makes
the Change of Control Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Section 15(A) applicable to a Change of Control Offer made by the
Company and purchases all Notes properly tendered and not withdrawn under such Change of Control
Offer.



(16) Whether the Notes are to be issuable as Registered Notes, Bearer Notes (with or without
coupons) or both, any restrictions applicable to the offer, sale or delivery of Bearer Notes and
the terms upon which Bearer Notes may be exchanged for Registered Notes and vice versa (if
permitted by applicable laws and regulations), whether any Notes are to be issuable initially in
temporary global form and whether any Notes are to be issuable in permanent global form with or
without coupons and, if so, whether beneficial owners of interests in any such permanent global
Note may exchange such interests for Notes in certificated form and of like tenor of any authorized
form and denomination and the circumstances under which any such exchanges may occur, if other than
in the manner provided in Section 305 of the Indenture, and, if Registered Notes are to be issuable
as a global Note, the identity of the depository for such series: The Notes initially shall be
issued as Registered Notes in the form of one or more Global Notes deposited with the Trustee as
custodian for DTC. The Notes shall 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 will be considered the sole holder of the Global Notes. Except as provided below,
owners of beneficial interests in the Global Notes will not be entitled to have certificates
registered in their names and will not be considered Holders of the Global Notes. The Company
shall issue the Notes in the form of definitive certificated notes 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 Section 305 of the
Indenture and DTC’s customary procedures. The Company may determine at any time and in its sole
discretion that the Notes no longer shall be represented by Global Notes, in which case the Company
will issue certificated notes in definitive form in exchange for the Global Notes.



(17) The date as of which any Bearer Notes and any temporary global Note representing
Outstanding Notes shall be dated if other than the date of original issuance of the first Note to
be issued: Not applicable.



(18) (A) The Person to whom any interest on any Registered Note shall be payable, if other
than the Person in whose name such Note (or one or more Predecessor Notes) is registered at the
close of business on the Regular Record Date for such interest: Not applicable.



(B) The manner in which, or the Person to whom, any interest on any Bearer Note shall be
payable, if otherwise than upon presentation and surrender of the coupons appertaining thereto as
they severally mature: Not applicable.



(C) The extent to which, or the manner in which, any interest payable on a temporary Global
Note on an Interest Payment Date will be paid if other than in the manner provided in Section 304
of the Indenture: Not applicable.



(19) The applicability, if any, of Sections 1402 and/or 1403 of the Indenture to the Notes and
any provisions in modification of, in addition to or in lieu of any of the provisions of Article 14
of the Indenture: The defeasance and discharge provisions of Sections 1402 and 1403 of the
Indenture are fully applicable to the Notes. There are no provisions in modification of, in
addition to or in lieu of any of the provisions of Article 14 of the Indenture.



(20) If the Notes are to be issuable in definitive form (whether upon original issue or upon
exchange of a temporary Note) only upon receipt of certain certificates or other documents or
satisfaction of other conditions, then the form and/or terms of such certificates, documents or
conditions: The Notes shall not be issuable in definitive form except under the circumstances
described in Section 16 hereof and Article Two of the Indenture.



(21) Whether, under what circumstances and the Currency in which, the Company will pay
additional amounts as contemplated by Section 1004 of the Indenture on the Notes to any Holder who
is not a United States person (including any modification to the definition of such term) in
respect of any tax, assessment or governmental charge and, if so, whether the Company will have the
option to redeem such Notes rather than pay such additional amounts (and the terms of any such
option): The Company will not pay additional amounts as contemplated by Section 1004 of the
Indenture on the Notes to any Holder who is not a United States person (including any modification
to the definition of such term) in respect of any tax, assessment or governmental charge.



(22) The designation of the initial Exchange Rate Agent: Not applicable.



(23) If the Notes are to be convertible into or exchangeable for any securities of any Person
(including the Company), the terms and conditions upon which such Notes will be so convertible or
exchangeable: Not applicable.



(24) Any additional, fewer or different terms of the series, which terms shall not be
inconsistent with the requirements of the Trust Indenture Act:



(A) Additional Notes: The Company will have the ability to issue additional notes of the same
series (“Additional Notes”) from time to time without the consent of the then-existing Holders of
the Notes, in compliance with the applicable terms of the Indenture and this Certificate. Any
Additional Notes will be issued on the same terms as the Notes, will constitute part of the same
series of notes as the Notes and will vote together as one series on all matters with respect to
the Notes. References to Notes herein includes Additional Notes, except as stated, or unless the
context requires otherwise.



(B) Article Thirteen of the Indenture shall not apply to the Notes.



(C) The form of the Note attached hereto as Exhibit A is approved.



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



(E) Each of the undersigned has read the Indenture and the definitions relating thereto and
has examined the resolutions referred to in the Recital of this Certificate and the Notes and has
made such examination or investigation as is necessary to enable the undersigned to represent as to
whether or not all conditions precedent provided in the Indenture relating to the establishment,
authentication and delivery of the Notes have been complied with. On the basis of the foregoing,
all such conditions precedent have been complied with.



(F) Additional Definitions used herein:



(a) “Below Investment Grade Rating Event” means the Notes are rated below an Investment Grade
Rating by each of the Rating Agencies on any date from the date of the public notice of an
arrangement that could result in a Change of Control until the end of the 60-day period following
public notice of the occurrence of the Change of Control (which 60-day 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).



(b) “Business Day” means any day other than a Saturday, a Sunday, or a day on which banking
institutions in New York City or the place of payment are authorized or required by law, regulation
or executive order to close.



(c) “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, directly or indirectly, of more than 50% of the Company’s Voting Stock; or (4) the first day
on which a majority of the members of the Company’s Board of Directors are not Continuing
Directors.



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



(e) “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 or elected 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 or election.



(f) “Global Notes” means Notes that are substantially in the form of the Notes attached
hereto as Exhibit A, and that are registered in the register of Notes in the name of the DTC or a
nominee thereof.



(g) “Interest” means, when used with reference to the Notes, any interest payable under the
terms of the Notes.



(h) “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.



(i) “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.



(j) “Rating Agency” means (1) each of Moody’s and S&P; and (2) if either of 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 Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Company (as
certified by a Board Resolution) as a replacement agency for Moody’s or S&P, or both, as the case
may be.



[Signature page follows.]




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IN WITNESS WHEREOF, the undersigned have hereunto executed this Certificate as of the
7th day of March, 2007.




AVNET, INC.,


a New York corporation



	 	 	 	 	 
	By:

	 	/s/ Raymond Sadowski
	 	

	 
	 	 	 	 
	 	 	 

	 
	 	 	 	 
	
 
	 	Name:
	 	Raymond Sadowski







	 	 	Title: Senior Vice President, Chief Financial

Officer and Assistant Secretary





	 	 	 	 	 
	By:

	 	/s/ David R. Birk
	 	

	 
	 	 	 	 
	 	 	 

	 
	 	 	 	 
	
 
	 	Name:
	 	David R. Birk







	 	 	Title: Senior Vice President, General Counsel

and Secretary






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