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EXHIBIT 4.2
CUSIP: __________
No. R-1
$__________
Unless and until it is exchanged in whole or in part for Notes in definitive
registered form, this Note may not be transferred except as a whole by the
Depositary to the nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary.
ARROW ELECTRONICS, INC.
8.20% Senior Exchange Note due October 1, 2003
ARROW ELECTRONICS, INC., A New York corporation (the "Company", which
term includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to Cede & Co., or
registered assigns, at the office or agency of the Company in New York, New
York, the principal sum of __________ Million Dollars on October 1, 2003, in the
coin or currency of the United States, and to pay interest semi-annually on
April 1 and October 1 of each year, commencing April 1, 2001 on said principal
sum at said office or agency, in like coin or currency, at the rate per annum
specified in the title of this Note, from the April 1 or the October 1, as the
case may be, next preceding the date of this Note to which interest has been
paid or duly provided for, unless the date hereof is a date to which interest
has been paid or duly provided for, in which case from the date of this Note, or
unless no interest has been paid or duly provided for on this Note, in which
case from October 6, 2000, until payment of said principal sum has been made or
duly provided for; provided, that payment of interest may be made at the option
of the Company by check mailed to the address of the person entitled thereto as
such address shall appear on the Security Register or by wire transfer as
provided in the Indenture. Notwithstanding the foregoing, if the date hereto is
after March 15 or September 15, as the case may be, and before the following
April 1 or October 1, this Note shall bear interest from such April 1 or October
1; provided, that if the Company shall default in the payment of interest due on
such April 1 or October 1, then this Note shall bear interest from the next
preceding April 1 or October 1, to which interest has been paid or duly provided
for or, if no interest has been paid or duly provided for on this Note, from
October 6, 2000. The interest so payable on any April 1 or October 1 will,
subject to certain exceptions provided in the Indenture referred to on the
reverse hereof, be paid to the person in whose name this Note is registered at
the close of business on the March 15 or September 15, as the case may be, next
preceding such April 1 or October 1, whether or not such day is a Business Day.
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Reference is made to the further provisions of this Note set forth on
the reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.
This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been manually signed by the
Trustee under the Indenture referred to on the reverse hereof.
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IN WITNESS WHEREOF, ARROW ELECTRONICS, INC., has caused this instrument
to be signed manually or by facsimile by its duly authorized officers and has
caused a facsimile of its corporate seal to be affixed hereunto or imprinted
hereon.
Date: ______________
(SEAL) ARROW ELECTRONICS, INC.
By_________________________
By_________________________
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
Dated: ______________
THE BANK OF NEW YORK,
as Trustee
By_________________________
Authorized Signatory
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REVERSE OF NOTES
ARROW ELECTRONICS, INC.
8.20% Senior Exchange Note due October 1, 2003
This Note is one of a duly authorized issue of debentures, notes, bonds
or other evidences of indebtedness of the Company (hereinafter called the
"Securities") of the series hereinafter specified, all issued or to be issued
under and pursuant to an indenture dated as of January 15, 1997 (herein called
"Indenture"), duly executed and delivered by the Company to The Bank of New York
(as successor to Bank of Montreal Trust Company) (herein called the "Trustee"),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a description of the rights, limitations of rights, obligations, duties
and immunities thereunder of the Trustee, the Company and the Holders of the
Securities. The Securities may be issued in one or more series, which different
series may be issued in various aggregate principal amounts, may mature at
different times, may bear interest (if any) at different rates, may be subject
to different redemption provisions (if any), may be subject to different
sinking, purchase or analogous funds (if any) and may otherwise vary as in the
Indenture provided. This Note is one of a series designated as the 8.20% Senior
Exchange Notes due October 1, 2003 of the Company, limited in aggregate
principal amount to $425,000,000.
Interest will be computed on the basis of a 360-day year of twelve
30-day months. The Company shall pay interest on overdue principal but shall not
pay interest on overdue installments of interest. If a payment date is not a
Business Day at a place of payment, payment may be made at that place on the
next succeeding day that is a Business Day, and no interest shall accrue for the
intervening period.
In case an Event of Default with respect to the 8.20% Senior Exchange
Notes due October 1, 2003 shall have occurred and be continuing, the Principal
hereof and the interest accrued hereon, if any, may be declared, and upon such
declaration shall become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture.
The Indenture contains provisions that provide that, without prior
notice to any Holders, the Company and the Trustee may amend the Indenture and
the Securities of any series with the written consent of the Holders of a
majority in aggregate principal amount of the outstanding Securities of all
series affected by such supplemental indenture (all such series voting as one
class), and the Holders of a majority in aggregate principal amount of the
outstanding Securities of all series affected thereby (all such series voting as
one class) by written notice to the Trustee may waive future compliance by the
Company with any provision of the Indenture or the Securities of such series
provided that, without the consent of
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each Holder of the Securities of each series affected thereby an amendment or
waiver, including a waiver of past defaults, may not: (i) extend the stated
maturity of the Principal of, or any sinking fund obligation or any installment
of interest on such Holder's Security, or reduce the principal amount thereof or
the rate of interest thereon (including any amount in respect of original issue
discount), or any premium payable with respect thereto, or adversely affect the
rights of such Holder under any mandatory redemption or repurchase provision or
any right of redemption or repurchase at the option of such Holder, or reduce
the amount of the principal of an Original Issue Discount Security that would be
due and payable upon an acceleration of the maturity or the amount thereof
provable in bankruptcy, or change any place of payment where, or the currency in
which, any Security or any premium or the interest thereon is payable, or impair
the right to institute suit for the enforcement of any such payment on or after
the due date therefor; (ii) reduce the percentage in principal amount of
outstanding Securities of the relevant series the consent of whose Holders is
required for any such supplemental indenture or for any waiver of compliance
with certain provision of the Indenture or certain Defaults and their
consequences proved for in the Indenture; (iii) waive a Default in the payment
of Principal of or interest on any Security of such Holder; or (iv) modify any
of the provisions of the Indenture governing supplemental indentures with the
consent of Securityholders, except to increase any such percentage or to provide
that certain other provisions of the Indenture cannot be modified or waived
without the consent of the Holder of each outstanding Security affected thereby.
It is also provided in the Indenture that, subject to certain
conditions, the Holders of at least a majority in aggregate principal amount of
the outstanding Securities of all series affected (voting as a single class), by
notice to the Trustee, may waive an existing Default or Event of Default with
respect to the Securities of such series and its consequences, except a Default
in the payment of Principal of or interest on any Security or in respect of a
covenant or provision of the Indenture that cannot be modified or amended
without the consent of the Holder of each outstanding Security affected. Upon
any such waiver, such Default shall cease to exist, and any Event of Default
with respect to the Securities of such series arising therefrom shall be deemed
to have been cured, for every purpose of the Indenture: but no such waiver shall
extend to any subsequent or other Default or Event of Default or impair any
right consequent thereto.
The Indenture provides that a series of Securities may include one or
more tranches (each, a "tranche") of Securities, including Securities issued in
a Periodic Offering. The Securities of different tranches may have one or more
different terms, including authentication dates and public offering prices, but
all the Securities within each such tranche shall have identical terms,
including authentication date and public offering price. Notwithstanding any
other provision of the Indenture, subject to certain exceptions, with respect to
sections of the Indenture concerning the execution, authentication and terms of
the Securities, redemption of the Securities, Events of Default of the
Securities,
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defeasance of the Securities and amendment of the Indenture, if any series of
Securities includes more than one tranche, all provisions of such sections
applicable to any series of Securities shall be deemed equally applicable to
each tranche of any series of Securities in the same manner as though originally
designated a series unless otherwise provided with respect to such series or
tranche pursuant to Section 2.3 of the Indenture establishing such series or
tranche.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the Principal of and interest on this Note in
the manner, at the place, at the respective times, at the rate and in the coin
or currency herein prescribed.
The Notes are issuable initially only in registered form without
coupons in denominations of $1,000 and any multiple of $1,000 at the office or
agency of the Company in the Borough of Manhattan, The City of New York, and in
the manner and subject to the limitations provided in the Indenture, but,
without the payment of any service charge, Notes may be exchanged for a like
aggregate principal amount of Notes of other authorized denominations.
The Company will, subject to the exceptions and limitations described
below, pay as additional interest on the Notes any additional amounts (the
"Additional Amounts") that are necessary in order that the net payment by the
Company's paying agents of the principal of and interest on the Notes to a
holder who is a non-United States person, after deduction for any present or
future tax, assessment or governmental charge of the United States or a
political subdivision or taxing authority thereof or therein, imposed by
withholding with respect to the payment, will not be less than the amount
provided in the Notes to be then due and payable; provided, however, that the
foregoing obligation to pay Additional Amounts shall not apply: (1) to a tax,
assessment or governmental charge that is imposed or withheld solely by reason
of the holder, or a fiduciary, settlor, beneficiary, member or shareholder of
the holder if the holder is an estate, trust, partnership or corporation, or a
person holding a power over an estate or trust administered by a fiduciary
holder, being considered as (a) being or having been present or engaged in trade
or business in the United States or having or having had a permanent
establishment in the United States; (b) having a current or former relationship
with the United States, including a relationship as a citizen or resident
thereof; (c) being or having been a foreign or domestic personal holding
company, a passive foreign investment company or a controlled foreign
corporation with respect to the United States or a corporation that has
accumulated earnings to avoid United States federal income tax; or (d) being or
having been a "10-percent shareholder" of the Company as defined in section
871(h)(3) of the United States Internal Revenue Code or any successor provision;
(2) to any holder that is not the sole beneficial owner of such Note, or a
portion thereof, or that is a fiduciary or partnership, but only to the extent
that a beneficiary or settlor with respect to the
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fiduciary, a beneficial owner or member of the partnership would not have been
entitled to the payment of an Additional Amount had the beneficiary, settlor,
beneficial owner or member received directly its beneficial or distributive
share of the payment; (3) to a tax, assessment or governmental charge that is
imposed or withheld solely by reason of the failure of the holder or any other
person to comply with certification, identification or information reporting
requirements concerning the nationality, residence, identity or connection with
the United States of the holder or beneficial owner of such note, if compliance
is required by statute, by regulation of the United States Treasury Department
or by an applicable income tax treaty to which the United States is a party as a
precondition to exemption from such tax, assessment or other governmental
charge; (4) to a tax, assessment or governmental charge that is imposed
otherwise than by withholding by the Company or a paying agent from the payment;
(5) to a tax, assessment or governmental charge that is imposed or withheld
solely by reason of a change in law, regulation, or administrative or judicial
interpretation that becomes effective more than 15 days after the payment
becomes due or is duly provided for, whichever occurs later; (6) to an estate,
inheritance, gift, sales, excise, transfer, wealth or personal property tax or a
similar tax, assessment or governmental charge; (7) to any tax, assessment or
other governmental charge required to be withheld by any paying agent from any
payment of principal of or interest on any note, if such payment can be made
without such withholding by any other paying agent; or (8) in the case of any
combination of items (1), (2), (3), (4), (5), (6) and (7).
The Securities will be redeemable in whole or from time to time in
part, at the option of the Company on any date (a "Redemption Date"), at a
redemption price equal to the greater of (i) 100 percent of the principal amount
of the Securities to be redeemed and (ii) the sum of the present values of the
remaining scheduled payments of principal and interest thereon (exclusive of the
interest accrued to such Redemption Date) discounted to such Redemption Date on
a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus 25 basis points, plus, in either case, accrued and
unpaid interest on the principal amount being redeemed to such Redemption Date;
provided that installments of interest on the Securities which are due and
payable on an Interest Payment Date falling on or prior to the relevant
Redemption Date shall be payable to the holders of such Securities, registered
as such at the close of business on the relevant record date according to their
terms and the provisions of the Indenture.
The Notes will be redeemable, as a whole, but not in part, at the
option of the Company, at a redemption price equal to 100% of their principal
amount, together with interest accrued thereon to the date fixed for redemption,
if (a) as a result of any change in, or amendment to, the laws (or any
regulations or rulings promulgated thereunder) of the United States (or any
political subdivision or taxing authority thereof or therein), or any change in,
or amendments to, official positions regarding the application or interpretation
of such laws, regulations or
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rulings, which change or amendment is announced or becomes effective on or after
the date hereof, the Company becomes or will become obligated to pay Additional
Amounts with respect to either series of Notes as described above or (b) any act
is taken by a taxing authority of the United States on or after the date of this
Offering Circular, whether or not such act is taken with respect to the Company
or any affiliate, that results in a substantial probability that the Company
will or may be required to pay such Additional Amounts.
For purposes of this Note, the following terms have the following
meanings:
"Business Day" means any calendar day that is not a Saturday, Sunday or
legal holiday in New York, New York and on which commercial banks are open for
business in New York, New York.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Independent Investment Banker as having a maturity comparable to
the remaining term of the Offered Securities to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Offered Securities.
"Comparable Treasury Price" means with respect to any Redemption Date
for the Offered Securities (i) the average of five Reference Treasury Dealer
Quotations for such Redemption Date, after excluding the highest and lowest such
Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than
five such Reference Treasury Dealer Quotations, the average of all such
quotations.
"Governmental Authority" means any nation or government, any state or
other political subdivision thereof any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.
"Independent Investment Banker" means Goldman, Sachs & Co. or, if such
firm is unwilling or unable to select the Comparable Treasury Issue, an
independent investment banking institution of national standing appointed by the
Trustee after consultation with the Company.
"Interest Rate Agreement" means any interest rate protection agreement,
interest rate future, interest rate option, interest rate swap, interest rate
cap or other interest rate hedge or arrangement under which the Company is a
party or beneficiary.
The term "Original Issue Discount Security" as defined in the Indenture
means any Security that provides for an amount less than the principal amount of
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a particular security to be due and payable upon a declaration of acceleration
of the maturity of that security pursuant to Section 6.2 of the Indenture.
"Person" means an individual, partnership, corporation, business,
trust, joint stock company, trust, unincorporated association, joint venture,
Governmental Authority or other entity of whatever nature.
"Reference Treasury Dealer Quotations" means with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such Redemption Date.
"Treasury Rate" means, with respect to any Redemption Date for the
Offered Securities, (i) the yield, under the heading which represents the
average for the immediately preceding week, appearing in the most recently
published statistical release designated "H.15(519)" or any successor
publication which is published weekly by the Board of Governors of the Federal
Reserve System and which establishes yields on actively traded United States
Treasury securities adjusted to constant maturity under the caption "Treasury
Constant Maturities," for the maturity corresponding to the Comparable Treasury
Issue (if no maturity is within three months before or after the Maturity Date,
yields for the two published maturities most closely corresponding to the
Comparable Treasury Issue shall, be determined and the Treasury Rate shall be
interpolated or extrapolated from such yields on a straight line basis, rounding
to the nearest month) or (ii) if such release (or any successor release) is not
published during the week preceding the calculation date or does not contain
such yields, the rate per annum equal to the semi-annual equivalent yield to
maturity to the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such Redemption Date. The Treasury
Rate shall be calculated on the third Business Date preceding the Redemption
Date.
All percentages resulting from any of the above calculations will be
rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of percentage point rounded upwards (e.g.,
9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)) and all dollar
amounts used in or resulting from such calculations will be rounded to the
nearest cent (with one-half cent being rounded upwards).
Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.
Upon due presentment for registration of transfer of this Note at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, a
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new Note or Notes of authorized denominations for an equal aggregate principal
amount will be issued to the transferee in exchange therefor, subject to the
limitations provided in the Indenture, without charge except for any tax or
other governmental charge imposed in connection therewith.
The Company, the Trustee and any agent of the Company or the Trustee
may deem and treat the registered Holder hereof as the absolute owner of this
Note (whether or not this Note shall be overdue and notwithstanding any notation
of ownership or other writing hereon), for the purpose of receiving payment of,
or on account of, the Principal hereof and, subject to the provisions hereof,
interest hereon, and for all other purposes, and neither the Company nor the
Trustee nor any agent of the Company or the Trustee shall be affected by any
notice to the contrary.
No recourse under or upon any obligation, covenant or agreement of the
Company in the Indenture or any indenture supplemental thereto or in any Note,
or because of any indebtedness evidenced thereby, shall be had against any
incorporator, stockholder, officer, director or employee, as such, past,
present, or future, of the Company or of any successor, either directly or
through the Company or any successor, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any legal
or equitable proceeding or otherwise, all such liability being expressly waived
and released by the acceptance hereof and as part of the consideration for the
issue hereof.
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FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFICATION NUMBER OF ASSIGNEE)
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(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
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the within Note and all right thereunder, hereby
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irrevocably constituting and appointing, such person attorney
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to transfer such Note on the books of the Issuer, with full
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power of substitution in the premises.
Dated:
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NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within Note in every particular
without alteration or enlargement or any change whatsoever.
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