Exhibit 4.2


 


 


 


 


 





INGRAM
MICRO INC.


 


As
the Company


 


 



FIRST
SUPPLEMENTAL INDENTURE


 


Dated
as of October 21, 2016


 


 



DEUTSCHE
BANK TRUST COMPANY AMERICAS


 


As Trustee


 


 



SUPPLEMENTAL
INDENTURE 


 


Dated
as of August 10, 2012


 


 








 




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THIS FIRST
SUPPLEMENTAL INDENTURE, dated as of October 21, 2016 (this “Supplemental Indenture”), by and among Ingram Micro
Inc., a Delaware corporation (the “Company”), and Deutsche Bank Trust Company Americas, a New York banking
corporation, as trustee (the “Trustee”).


 


W I T N E
S S E T H :


 


WHEREAS,
the Company and the Trustee are parties to that certain Indenture, dated as of August 10, 2012, (the “Original Indenture”,
as supplemented by the Supplemental Indenture, the “Indenture”); pursuant to which the Company issued, and
the Trustee authenticated and delivered, 5.000% Notes Due 2022 and 4.950% Notes Due 2024, which are, as of the date hereof, outstanding
(the “Outstanding Securities”) and pursuant to which the Company may issue securities in the future;


 


WHEREAS,
pursuant to an Agreement and Plan of Merger dated February 17, 2016 (the “Merger Agreement”) between the Company
and Tianjin Tianhai Investment Company, Ltd (“Tianjin Tianhai”) the Company has agreed to consummate a merger
(the “Merger”) with a wholly-owned subsidiary of Tianjin Tianhai in which the Company will be the surviving
corporation;


 


WHEREAS,
the Company has requested that the Trustee execute and deliver this Supplemental Indenture conditioned upon the consummation of
the Merger, and all requirements necessary to make this Supplemental Indenture a valid instrument in accordance with its terms,
and the execution and delivery of this Supplemental Indenture have been duly authorized in all respects;


 


WHEREAS,
Section 9.01 of the Indenture provides that, without the consent of any Holder of any Securities of any Series, the Company, when
authorized by a resolution of its Board of Directors, may amend or supplement the Indenture or the Securities of one or more Series
in order to, among other things, make any change that would provide any additional rights or benefits to the Holders of the Securities
or that does not materially adversely affect the rights of any Holders; and


 


WHEREAS,
the Board of Directors has determined that the changes to the Indenture and the Securities affected by this Supplemental Indenture
provide additional benefits to the Holders or do not adversely affect the rights of any Holder.


 


NOW, THEREFORE,
the Company and the Trustee do hereby supplement and amend the Original Indenture without notice to or consent of any Holder as
follows:



 






     


     

    

 


Article
1  


Definitions


 


Section 1.01.
Definitions. Capitalized terms that are defined in the preamble or the recitals hereto shall have such meanings throughout
this Supplemental Indenture. Capitalized terms used but not defined in this Supplemental Indenture have the meanings assigned
thereto in the Original Indenture. The meanings assigned to all defined terms used in this Supplemental Indenture shall be equally
applicable to both the singular and plural forms of such defined terms.


 


Article
2 





Amendments


 


Section 2.01.
Amendments to Article 1 of the Original Indenture. The following terms shall be added to Section 1.01 of the Original Indenture
in appropriate alphabetical sequence:


 


“Acquisition”
means any transaction, or any series of related transactions, by which the Company and/or any of its Subsidiaries directly or
indirectly (a) acquires any ongoing business or all or substantially all of the assets of any Person or division thereof, whether
through purchase of assets, merger or otherwise, (b) acquires (in one transaction or as the most recent transaction in a series
of transactions) control of at least a majority in ordinary voting power of the securities of a Person which have ordinary voting
power for the election of directors of such Person or (c) otherwise acquires control of a more than 50% ownership interest in
any Person.


 


“Available
Distribution Amount” means, on any date, (i) an amount, not less than zero in the aggregate, equal to 50% of Consolidated
Adjusted Net Income for the period (taken as one accounting period) from the first day of the Fiscal Period during which the consummation
of the Merger occurs to the end of the Fiscal Period most recently ended (it being understood and agreed that solely for purposes
of this clause (i) the Consolidated Adjusted Net Income for such initial Fiscal Period shall be equal to (x) 50% of the Consolidated
Adjusted Net Income for such Fiscal Period multiplied by (y) a fraction (A) the numerator of which is the number of days from
and after the date on which the Merger has been consummated to and including the last day of such Fiscal Period and (B) the denominator
of which is the total number of days in such Fiscal Period) minus (ii) the aggregate amount of all Restricted Payments made pursuant
to Section 4.08 after the date on which the Merger has been consummated and prior to such date of calculation.


 




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“Consolidated
Adjusted Net Income” means for any period, Consolidated Net Income for such period, adjusted, to the extent material
and included in calculating Consolidated Net Income, by excluding from the calculation thereof, without duplication,


 


(1)       any
impairment charge or asset write-off pursuant to Accounting Standards Codification (“ASC”) Topic 350 and ASC Topic
360 and the amortization of intangibles arising pursuant to ASC Topic 350,


 


(2)       the
cumulative effect of a change in accounting principles,


 


(3)       any
non-cash compensation charge arising from the grant of or issuance of stock, stock options or other equity based awards,


 


(4)       any
gain or loss, net of taxes, attributable to disposed, abandoned, transferred or closed assets or operations and any gain or loss,
net of taxes, on disposal of disposed, abandoned, transferred or closed assets or operations (including, without limitation, assets
or operations disposed of during such period), and


 


(5)       net
earnings (or losses) of a Subsidiary that is accounted for by the equity method of accounting except to the extent dividends/distributions
are received in cash.


 


For the sake
of clarity, (x) any material amounts restated for discontinued operations in the Company’s consolidated financial statements
shall not be recalculated under this definition and (y) any material gain or loss, net of taxes, attributable to discontinued
operations and any material gain or loss, net of taxes, on disposal of discontinued operations (including, without limitation,
operations disposed of during such period) shall be excluded from the calculation of Consolidated Adjusted Net Income.


 


“Consolidated
EBITDA” means, for any period, Consolidated Income (or Loss) from Operations for such period adjusted by adding thereto
(a) the amount of all amortization of intangibles, depreciation and any other non-cash charges that were deducted in arriving
at Consolidated Income (or Loss) from Operations for such period and (b) without duplication, (i) up to an aggregate $50,000,000
of expenses related to the Transaction, (ii) up to an aggregate $150,000,000 of extraordinary cash expenses as set forth on Schedule
I hereto related to employee-retention bonus payments in connection with the Transaction, (iii) the amount of all cash payments
made pursuant to the terms of the Merger Agreement with respect to unvested stock awards and (iv) the amount of Restructuring
Charges recorded in accordance with GAAP during any such period; provided that the amount of Restructuring Charges added pursuant
to clause (b)(iv) may not exceed $50,000,000 in any four consecutive Fiscal Periods.


 


“Consolidated
Funded Indebtedness” means, as at any date, the total of all Funded Indebtedness of the Company and its Consolidated
Subsidiaries


 




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outstanding on such date, after
eliminating all offsetting debits and credits between the Company and its Consolidated Subsidiaries and all other items required
to be eliminated in the course of the preparation of consolidated financial statements of the Company and its Consolidated Subsidiaries
in accordance with GAAP.


 


“Consolidated
Income (or Loss) from Operations” means, for any period, the amount of “income or loss from operations”
(or any substituted or replacement line item) reflected on a consolidated statement of income of the Company and its Consolidated
Subsidiaries for such period in accordance with GAAP.


 


“Consolidated
Net Income” means, for any period, the consolidated net income of the Company and its Consolidated Subsidiaries as reflected
on a consolidated statement of income of the Company and its Consolidated Subsidiaries for such period in accordance with GAAP.


 


“Consolidation”
means, with respect to any Person, the consolidation of the accounts of such Person and each of its subsidiaries if and to the
extent the accounts of such Person and each of its subsidiaries would normally be consolidated with those of such Person, all
in accordance with GAAP. The term “Consolidated” shall have a similar meaning.


 


“Fiscal
Period” means a fiscal period of the Company or any of its Subsidiaries, which shall be either a calendar quarter or
an aggregate period comprised of three consecutive periods of four weeks and five weeks (or, on occasion, six weeks instead of
five), currently commencing on or about each January 1, April 1, July 1 or October 1.


 


“Funded
Indebtedness” means, with respect to any Person, the sum (without duplication) of (i) all Indebtedness of such Person,
(ii) the Securitization Financing Amount and (iii) the aggregate amount of Total Reimbursement Obligations that are more than
3 days past due.


 


“Leverage
Ratio” means the ratio of (a) Consolidated Funded Indebtedness on the last day of any Fiscal Period to (b) Consolidated
EBITDA for the period of four Fiscal Periods ending on the last day of such Fiscal Period.


 


“Non-Recourse
Financing Transaction” means any transaction that constitutes a sale or transfer of Trade Accounts Receivable by the
Company or any of its Subsidiaries to a Person other than the Company or a Subsidiary of the Company so long as pursuant to the
terms of such transaction, such Person does not have recourse to the Company or its Consolidated Subsidiaries with respect to
the uncollectibility of such Trade Accounts Receivable (it being understood that such transactions may include customary seller’s
obligations to repurchase


 




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receivables arising as a result
of a breach of representations, warranties, covenants or indemnities).


 


“Notes
Officer’s Certificates” means the Company’s Officer’s Certificate pursuant to Sections 2.02 and 11.04
of the Indenture, dated December 15, 2014, and its Officer’s Certificate pursuant to Sections 2.02 and 11.04 of the Indenture,
dated August 10, 2012.


 


“Restructuring
Charges” means, for any period, the aggregate non-recurring restructuring charges recorded in accordance with GAAP by
the Company and its Consolidated Subsidiaries during such period with respect to either Acquisitions or restructurings.


 


“Securitization
Financing Amount” means the principal equivalent of the outstanding amount of financing being provided to the Company
and its Consolidated Subsidiaries under all Trade Accounts Receivable Financing Programs, determined in accordance with generally
accepted financial practices.


 


“Total
Reimbursement Obligations” means, at any date, the sum of all obligations of the Company or any of its Subsidiaries
to reimburse any issuer with respect to a disbursement under a letter of credit issued on behalf of the Company or any such Subsidiary,
in each case that have ceased to be contingent upon a drawing under the related letter of credit.


 


“Trade
Accounts Receivable” means, with respect to any Person, all rights of such Person to the payment of money directly or
indirectly arising out of any sale, lease or other disposition of goods or rendition of services by such Person.


 


“Trade
Accounts Receivable Financing Program” means any accounts receivable financing program pursuant to which the Company
and/or its Subsidiaries may sell, convey or otherwise transfer, directly or indirectly, Trade Accounts Receivable to a Person
other than the Company or its Subsidiaries (whether through the direct sale of such Trade Accounts Receivable, the sale of an
undivided interest in a specified pool of such Trade Accounts Receivable, or the grant of a security interest in such Trade Accounts
Receivable to such other Person); provided that “Trade Accounts Receivable Financing Program” shall not include any
Non-Recourse Financing Transaction.


 


“Transaction”
means, collectively, (a) the consummation of the Merger and (b) the payment of the fees and expenses incurred in connection with
the consummation of the foregoing.


 


Section 2.02.
Amendments to Article 4 of the Original Indenture. Upon the effectiveness of this Supplemental Indenture, Article 4 of
the Original Indenture shall be amended to include the following as Section 4.08:


 




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Section 4.08Limitation
on Payments.


 


(a) For so
long as any Securities of a Series are outstanding, except as permitted by Section 4.08(b) below, the Company will not (i) declare
or pay any dividends (in cash, property, or obligations) or any other payments or distributions on account of, or set apart money
for a sinking or analogous fund for, or purchase, redeem, retire or otherwise acquire for value, any shares of its Capital Stock
outstanding immediately following the consummation of the Merger or thereafter or any warrants, options or other rights to acquire
the same; return any capital to its stockholders as such; or make any distribution of assets to its stockholders as such or (ii)
make any interest payment in respect of any Indebtedness of the Company or any guarantor of any Series of Securities that is subordinated
in right of payment to the Securities or any guarantee of the Securities, as the case may be; (each a “Restricted Payment”).


 


(b)       The
Company shall be permitted to (i) redeem, purchase or acquire any of its Indebtedness that is convertible into its Capital Stock
and (ii) make other Restricted Payments; provided that (x) no Restricted Payment shall be permitted to be made under this Section
4.08 if any Default shall have occurred and be continuing or would occur after giving effect thereto on the date such Restricted
Payment is made, (y) solely in the case of any Restricted Payments pursuant to clause (ii) above, (A) if the Leverage Ratio for
either of the two Fiscal Periods immediately last ended before the date that such Restricted Payment is made exceeds 2.00 to 1.00
(the first such Fiscal Period in which the Leverage Ratio exceeded 2.00 to 1.00 being the “Non-Compliance Period”),
no Restricted Payment may be made in any Fiscal Period commencing on or following the Non-Compliance Period if, together with
all other Restricted Payments made or declared during such Fiscal Period and the three consecutive Fiscal Periods immediately
preceding such Fiscal Period, such Restricted Payment would exceed the lesser of (I) $150,000,000 and (II) the Available Distribution
Amount, until the Leverage Ratio has been less than or equal to 2.00 to 1.00 for two consecutive Fiscal Periods, and (B) if the
Leverage Ratio for both of the two Fiscal Periods immediately last ended before the date that such Restricted Payment is made
is less than or equal to 2.00 to 1.00 (the second such Fiscal Period in which the Leverage Ratio is less than or equal to 2.00
to 1.00 being the “Compliance Period”), no Restricted Payment may be made in any Fiscal Period following the
Compliance Period if, together with all other Restricted Payments made or declared during such Fiscal Period and the three consecutive
Fiscal Periods immediately preceding such Fiscal Period, such Restricted Payment would exceed the Available Distribution Amount,


 


and provided
further that in the case of any Restricted Payment constituting a dividend, the applicable date of determination under clauses
(x) and (y) above shall be the date such dividend is declared rather than the date it is paid, it being understood that any dividend
declared in compliance with this Section


 




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4.08(b) may be paid without contravention
of this Section 4.08 even if, as of the date of its payment, it would not be permitted under clause (x) or (y) above (and, for
purposes of calculations pursuant to clause (y), such dividend shall be included solely in the Fiscal Period in which it was declared).


 


Article
3

Condition to Effectiveness


 


Section 3.01.
Effectiveness Conditioned upon Consummation of the Merger. This Supplemental Indenture shall become a legally effective and
binding instrument only upon the consummation of the Merger, which shall occur at such time as the certificate of merger related
to the Merger is duly filed with the Delaware Secretary of State. In the event that the Merger is not so consummated, this Supplemental
Indenture will be of no legal or binding effect.


 


Article
4

Miscellaneous Provisions


 


Section 4.01.
Supplemental Indenture Incorporated Into Indenture. The terms and conditions of this Supplemental Indenture shall be deemed
to be part of the Indenture for all purposes relating to the Securities. The Original Indenture is hereby incorporated by reference
herein and the Original Indenture, as supplemented by this Supplemental Indenture, is in all respects adopted, ratified and confirmed.


 


Section 4.02.
Outstanding Securities Deemed Conformed. As of the date hereof, the provisions of the Outstanding Securities shall be deemed
to be conformed, without the necessity for any reissuance or exchange of such Outstanding Security or any other action on the
part of the holders of Outstanding Securities, the Company or the Trustee, so as to reflect this Supplemental Indenture. In connection
therewith, Sections 4.08, 4.09 and 4.10 of each of the Notes Officer’s Certificates shall be deemed to be renumbered to
be Sections 4.09, 4.10 and 4.11, respectively.


 


Section 4.03.
Separability. In case any provision in this Supplemental Indenture, or in the Indenture, 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, it
being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.


 


Section 4.04.
Benefits of Supplemental Indenture. Nothing in this Supplemental Indenture, expressed or implied, shall give or be construed
to give to any person, firm or corporation, other than the parties hereto and the holders of


 




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Securities, any benefit or any
legal or equitable right, remedy or claim under this Supplemental Indenture or the Indenture.


 


Section 4.05.
Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE,
THE SECURITIES AND THE GUARANTEES 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.


 


Section 4.06.
Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction
hereof.


 


Section 4.07.
Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original,
but such counterparts shall together constitute but one and the same instrument.


 


Section 4.08.
Responsibility of the Trustee. The recitals contained herein shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency
of this Supplemental Indenture.


 


 




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IN WITNESS
WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of October 21, 2016.


 


	INGRAM MICRO INC.
	 
	 
	By:	/s/ William D. Hume
	 	Name:William D. Hume
	 	Title:Chief Financial Officer



 

 


	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
	 
	 
	By:	/s/ Carol
    Ng
	 	Name:Carol Ng
	 	Title:Vice President



 

 


	By:	/s/ Nigel W. Luke
	 	Name:Nigel W. Luke
	 	Title:Vice President



 


 





	 



 


[Signature
Page to First Supplemental Indenture]


 




     


     

    

SCHEDULE
I


 


EMPLOYEE-RETENTION
BONUS PAYMENT


 


Tianjin Tianhai Investment Company,
Ltd. shall set up a retention pool with an aggregate cash payment amount of up to $150,000,000 to be paid to certain employees
in installments. Installment payments shall be in accordance with the following schedule (subject to any adjustment made in connection
with an extension of the End Date (as defined in the Merger Agreement) pursuant to Section 10.01(b) of the Merger Agreement, to
February 11, 2017, due to (a) there being a CFIUS Investigation (as defined in the Merger Agreement) on November 13, 2016 and/or
(b) any or all of the conditions to the Closing (as defined in the Merger Agreement) set forth in Section 9.01(c) or Section 9.01(d)
of the Merger Agreement not having been satisfied (with all other conditions to Closing set forth in Article 9 of the Merger Agreement
having been satisfied or waived by the party entitled to waive such condition (or in the case of conditions that by their terms
are to be satisfied at the Closing, being capable of being satisfied)) on November 13, 2016): 25% between the Closing Date (as
defined in the Merger Agreement) and December 31, 2016; 25% on December 31, 2016; 25% on June 30, 2017 and 25% on December 31,
2017.