exv4w2



 






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 (“Avnet” or 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 J.P. Morgan Trust Company, National Association, as Trustee (the “Indenture”), that:




RECITAL




          Pursuant to the authorizations granted by resolutions duly adopted by the Board of Directors
on August 12, 2005, and the Finance Committee of the Company on August 11, 2005, 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 “6.00% Notes due 2015.”




     (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 $250,000,000. 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 September 1, 2015 (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 6.00% per annum, until paid or duly
provided for, and such Interest shall accrue from August 19, 2005 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 1 and
September 1 (the “Interest Payment Dates”), commencing March 1, 2006, 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
GIS Unit Trust Window, 4 New York Plaza, 1st Floor, New York, New York 10004, Attention:
Institutional Trust Services. 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:



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     (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 0.30% 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 paragraph 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,



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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.



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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: Not applicable.




     (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: Not
applicable.




     (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),



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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



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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



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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) “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.




     (b) “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.




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




     (d) “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.



[signature page follows]




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     IN WITNESS WHEREOF, the undersigned have hereunto executed this Certificate as of the
___th day of August, 2005.



	 	 	 	 	 
	 	 	AVNET, INC.,

a New York corporation
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:

Title:
	 	Raymond Sadowski

Senior Vice President, Chief Financial Officer

and Assistant Secretary
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:

Title:
	 	David R. Birk

Senior Vice President, General Counsel and

Secretary