Table of Contents

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

F O R M  8-K

Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):    January 31, 2003

A V N E T, I N C.

New York

1-4224		11-1890605
(Commission File Number)		(I.R.S. Employer Identification No.)

2211 South 47th Street, Phoenix, Arizona		85034
(Address of principal executive offices)		(Zip Code)

(480) 643-2000

Not Applicable

 

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	Item 5. Other Events and Regulation FD Disclosure
	Item 7. Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
8-K
EX-4.2
EX-5
EX-12

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Item 5. Other Events and Regulation FD Disclosure.

          On January 31, 2003, the Registrant sold $475,000,000 aggregate principal amount of its 9 3/4% Notes due 2008 (the “Notes”) in an underwritten public offering pursuant to the Registrant’s Registration Statement on Form S-3, Registration No. 333-39530 (the “Registration Statement”).

Item 7. Financial Statements and Exhibits.

          (c)     Exhibits:

          The exhibits listed below relate to the Registration Statement:

Exhibit Number		Description of Exhibit
1		Pricing Agreement dated January 31, 2003, between the Registrant and Credit Suisse First Boston LLC and Banc of America Securities LLC (included in Exhibit 4.2 below as Exhibit C thereto).
4.1		Indenture dated as of October 1, 2000, between the Registrant and Bank One Trust Company, N.A., as Trustee, providing for the issuance of Debt Securities in one or more series, filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K bearing cover date of October 12, 2000, and incorporated herein by reference.
4.2		Officers’ Certificate dated February 4, 2003, providing for the Notes, including (a) the form of the Notes, and (b) the Pricing Agreement referred to in Exhibit 1 above.
5		Opinion of David R. Birk with respect to the legality of the Notes.
12		Computation of ratios of earnings to fixed charges.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	AVNET, INC.
Date: February 5, 2003	By:	/s/ Raymond Sadowski
			Raymond Sadowski Senior Vice President and Chief Financial Officer

3

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EXHIBIT INDEX

Exhibit Number		Description of Exhibit
1		Pricing Agreement dated January 31, 2003, between the Registrant and Credit Suisse First Boston LLC and Banc of America Securities LLC (included in Exhibit 4.2 below as Exhibit C thereto).
4.1		Indenture dated as of October 1, 2000, between the Registrant and Bank One Trust Company, N.A., as Trustee, providing for the issuance of Debt Securities in one or more series, filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K bearing cover date of October 12, 2000, and incorporated herein by reference.
4.2		Officers’ Certificate dated February 4, 2003, providing for the Notes, including (a) the form of the Notes, and (b) the Pricing Agreement referred to in Exhibit 1 above.
5		Opinion of David R. Birk with respect to the legality of the Notes.
12		Computation of ratios of earnings to fixed charges.

4

                                                                     EXHIBIT 4.2

                                   AVNET, INC.

                        OFFICERS' CERTIFICATE PURSUANT TO
                  SECTION 301 OF THE INDENTURE IDENTIFIED BELOW

The undersigned officers of Avnet, Inc. (the "Company"), acting pursuant to
Section 301 of the Indenture dated as of October 1, 2000 (the "Indenture"),
between the Company and Bank One Trust Company, N.A., as trustee (the
"Trustee"), and pursuant to the authorization contained in resolutions of the
Chief Financial Officer of the Company duly adopted on January 31, 2003 (the
"Resolutions"), do hereby certify that there was established in the Resolutions
a series of the Company's debt securities designated as 9 3/4% Notes due
February 15, 2008 (the "Notes"), which are to be issued under the Indenture and
which have been registered for sale with the Securities and Exchange Commission
pursuant to a Registration Statement on Form S-3 (Registration No. 333-39530)
under the Securities Act of 1933, as amended.

The terms of the Notes, as authorized, adopted and approved by the Chief
Financial Officer of the Company pursuant to Section 301 of the Indenture, are
set forth in the Resolutions, which are attached hereto as Annex A.



         IN WITNESS WHEREOF the undersigned have executed this Officers'
Certificate on behalf of the Company as of this 4th day of February, 2003.

                                                 /s/ Raymond Sadowski
                                                 ---------------------------
                                                 Raymond Sadowski
                                                 Senior Vice President
                                                   and Chief Financial Officer

(CORPORATE SEAL)

                                                 /s/ David R. Birk
                                                 ---------------------------
                                                 David R. Birk
                                                 Senior Vice President,
                                                   General Counsel and Secretary

                                       ii



                                                                        ANNEX A

                                   RESOLUTIONS
                    ADOPTED BY THE CHIEF FINANCIAL OFFICER OF
                                   AVNET, INC.
                               ON JANUARY 31, 2003

WHEREAS, at a meeting of the Board of Directors of Avnet, Inc. (the "Company")
held on March 24, 2000, the Board authorized the issuance and sale by the
Company, from time to time prior to the date two years after the effective date
of the Registration Statement defined below, of up to $500,000,000 in gross
proceeds to the Company of various securities (the "Securities"), including
unsecured debt securities ("Debt Securities"); and

WHEREAS, at the aforementioned meeting, the Board of Directors granted to the
Finance Committee of the Board of Directors (the "Finance Committee") authority
to exercise all of the powers and authority of the Board of Directors in
connection with issuances and sales of Securities, and authorized the Finance
Committee in its sole discretion to delegate to the Chief Financial Officer of
the Company the authority to exercise any or all of the Committee's powers and
authority; and

WHEREAS, on June 16, 2000, the Company filed with the Securities and Exchange
Commission (the "Commission") a Registration Statement on Form S-3, Registration
No. 333-39530 (the "Registration Statement"), to effect the registration under
the Securities Act of 1933, as amended (the "Securities Act"), of up to
$500,000,000 in gross proceeds to the Company of various securities, including
Debt Securities; and

WHEREAS, at a meeting of the Board of Directors of the Company held on September
20, 2000, the Board authorized the issuance of an additional $1,000,000,000 of
Securities under the Registration Statement; and

WHEREAS, on September 28, 2000, the Company filed an Amendment No. 1 to the
Registration Statement to effect the registration under the Securities Act of up
to $1,500,000,000 in gross proceeds to the Company of the Securities; and

WHEREAS, on September 29, 2000, at 9:30 a.m., Eastern time, the Registration
Statement became effective under the Securities Act and the Indenture described
below relating to the Debt Securities was qualified under the Trust Indenture
Act of 1939, as amended (the "Trust Indenture Act"); and

WHEREAS, at a meeting of the Board of Directors of the Company held on September
20, 2002, the Board authorized an extension of the period for the offer and sale
of the Securities, from September 28, 2002 (the date prior to the date two years
after the effective date of the Registration Statement) to August 31, 2003, and
in all other respects ratified its resolutions adopted on March 24, 2000 and
September 20, 2000; and

WHEREAS, to date the Company has issued $971,463,500 in gross proceeds to the
Company of Debt Securities comprised of $325,000,000 aggregate principal amount
of Floating Rate Notes

                                   Annex A-1



due 2001, $250,000,000 aggregate principal amount of 8.20% Notes due 2003, and
$400,000,000 aggregate principal amount of 8% Notes due 2006; and

WHEREAS, on January 27, 2003, a prospectus dated January 24, 2003 (the
"Prospectus"), and a preliminary prospectus supplement dated January 27, 2003
(the "Preliminary Prospectus Supplement"), relating to $250,000,000 aggregate
principal amount of Debt Securities to be offered as ___% Notes due 2008 of the
Company were filed with the Commission pursuant to Rule 424(b)(5) under the
Securities Act and first distributed to potential investors; and

WHEREAS, at a meeting of the Finance Committee held on January 30, 2003, the
Chief Financial Officer of the Company was authorized, empowered and directed on
behalf of the Company, and to the full extent that the Finance Committee could
so act, to establish pricing and all other terms (including to the full extent
as set forth in Section 301 of the Indenture evidenced to the Finance Committee)
for up to $500,000,000 aggregate principal amount of unsecured senior
indebtedness having a term of five years and bearing interest at a rate between
9.5% and 10% per annum; and the Chief Financial Officer, the General Counsel and
other proper officers of the Company were authorized, empowered and directed, to
the full extent of the power and authority of the Finance Committee, to
negotiate, enter into, execute and deliver on behalf of the Company all
agreements (including the Pricing Agreement) and other documents necessary to
consummate the financing contemplated; and

WHEREAS, on January 31, 2003, the Chief Financial Officer of the Company,
pursuant to authority given to him by the Finance Committee, established the
terms of $475,000,000 aggregate principal amount of Debt Securities and caused
to be executed and delivered on behalf of the Company the Pricing Agreement
referred to in paragraph 25B below; and

WHEREAS, on February 3, 2003, a final prospectus supplement dated January 31,
2003 (the "Prospectus Supplement"), relating to $475,000,000 aggregate principal
amount of Debt Securities offered as 9 3/4% Notes due 2008 of the Company, was
filed with the Commission pursuant to Rule 424(b)(2) under the Securities Act
and first distributed to investors;

NOW, THEREFORE, BE IT RESOLVED, that the actions taken by the officers of the
Company in preparing, filing and distributing the Prospectus, Preliminary
Prospectus Supplement and the Prospectus Supplement are hereby in all respects
ratified, confirmed, approved and adopted; and further

RESOLVED, that there is hereby established an issue of one series of Debt
Securities of the Company to be designated as hereinafter provided, which Debt
Securities shall be issued under the Indenture dated as of October 1, 2000 (the
"Indenture") between the Company and Bank One Trust Company, N.A., as Trustee,
and shall constitute general, unsecured and unsubordinated obligations of the
Company (such Debt Securities being hereinafter referred to collectively as the
"Notes"); and further

RESOLVED, that the designation and terms of each series of Notes shall be as set
forth below and are adopted pursuant to Section 301 of the Indenture, and such
designation and terms shall be deemed to constitute, and are hereby expressly
made, a part of the Indenture (all capitalized terms used but not defined below
shall have the same meanings as in the Indenture):

                                   Annex A-2



         1.       TITLE OF THE SECURITIES: 9 3/4% Notes due February 15, 2008
(the "Notes").

         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 THE INDENTURE): The Notes will be
initially limited to $475,000,000. The Company will have the ability to issue
Additional Notes as provided under paragraph 25E below.

         3.       DATE ON WHICH THE PRINCIPAL OF THE NOTES WILL BE PAYABLE:
February 15, 2008.

         4.       A.       THE RATE AT WHICH THE NOTES WILL BEAR INTEREST:
         The Notes will bear interest at a rate of 9 3/4% per annum.

                  B.       THE DATE FROM WHICH SUCH INTEREST WILL ACCRUE: Each
         Note will bear interest from February 5, 2003, or from the most recent
         Interest Payment Date to which interest on such Note or a predecessor
         Note has been paid or duly provided for.

                  C.       INTEREST PAYMENT DATES: Interest on the Notes will be
         payable semi-annually on the 15th day of each February and August
         beginning August 15, 2003.

                  D.       REGULAR RECORD DATE FOR THE INTEREST PAYABLE ON THE
         NOTES ON ANY INTEREST PAYMENT DATE: The date 15 calendar days prior to
         such Interest Payment Date, whether or not such date shall be a
         Business Day.

                  E.       BASIS UPON WHICH INTEREST WILL BE CALCULATED: A
         360-day year of twelve 30-day months.

         5.       PLACE OR PLACES WHERE, SUBJECT TO THE PROVISIONS OF SECTION
1002 OF THE INDENTURE, THE PRINCIPAL OF AND INTEREST ON THE NOTES SHALL BE
PAYABLE, WHERE NOTES MAY BE SURRENDERED FOR REGISTRATION OF TRANSFER OR FOR
EXCHANGE, AND WHERE NOTICES AND DEMANDS TO OR UPON THE COMPANY IN RESPECT OF THE
NOTES AND THE INDENTURE MAY BE SERVED: At the following office or agency of the
Trustee: Bank One Trust Company, N.A., 55 Water Street, 1st Floor, Jeannette
Park Entrance, New York, New York 10041, Attention: Corporate Trust
Administration.

         6.       PROVISIONS FOR REDEMPTION OF THE NOTES, IN WHOLE OR IN PART,
AT THE OPTION OF THE COMPANY: The Notes shall be redeemable at the option of the
Company as provided in Section 2.01 of Exhibit A hereto.

         7.       PROVISIONS FOR MANDATORY REDEMPTION, REPAYMENT OR PURCHASE OF
THE NOTES: The Company shall not be required to make mandatory redemption
payments with respect to the Notes. The Notes shall not have the benefit of any
sinking fund.

         8.       DENOMINATIONS IN WHICH NOTES ARE ISSUABLE: The Notes are
initially issuable only in book-entry form in denominations of $1,000 and
integral multiples of $1,000.

         9.       IF OTHER THAN THE TRUSTEE, THE IDENTITY OF EACH SECURITY
REGISTRAR AND/OR PAYING AGENT WITH RESPECT TO THE NOTES: Not applicable.

                                   Annex A-3



         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 INTEREST ON THE NOTES SHALL BE MADE OR IN WHICH
THE NOTES SHALL BE DENOMINATED: Not applicable.

         12.      WHETHER THE AMOUNT OF PAYMENTS OF PRINCIPAL OF OR INTEREST ON
THE NOTES MAY BE DETERMINED WITH REFERENCE TO AN INDEX, FORMULA OR OTHER METHOD:
No.

         13.      WHETHER THE PRINCIPAL OF OR INTEREST ON THE NOTES IS TO BE
PAYABLE, AT THE ELECTION OF THE COMPANY OR A HOLDER THEREOF, IN ONE OR MORE
CURRENCIES OTHER THAN THAT IN WHICH THE NOTES ARE DENOMINATED OR STATED TO BE
PAYABLE: No.

         14.      PROVISIONS, IF ANY, GRANTING SPECIAL RIGHTS TO THE HOLDERS OF
NOTES UPON THE OCCURRENCE OF SUCH EVENTS AS MAY BE SPECIFIED:

         During any period of time that (a) the Notes have the Specified Ratings
from both Rating Agencies and (b) no Default or Event of Default has occurred
and is continuing, the Company and its Subsidiaries shall not be subject to the
provisions of Sections 3.01, 3.02, 3.03, 3.04, 3.05, 3.07 and 3.09 of Exhibit A
hereto (the "Applicable Covenants").

         If one or both of Moody's and S&P withdraws its ratings or downgrades
the ratings assigned to the Notes below the Specified Ratings, or a Default or
Event of Default occurs and is continuing (any of the foregoing, a "Triggering
Event"), then the Company and its Subsidiaries shall thereafter be subject to
the Applicable Covenants. If any Triggering Event occurs and subsequently during
any period of time (a) the Notes have the Specified Ratings from both Moody's
and S&P and (b) no Default or Event of Default has occurred and is continuing,
the Company and its Subsidiaries shall not be subject to the Applicable
Covenants during such period of time. Compliance with the Applicable Covenants
with respect to the Restricted Payments made after the occurrence of a
Triggering Event will be calculated in accordance with Section 3.04 as though
such covenant had been in effect during the entire period of time from the Issue
Date. Actions taken by the Company and its Subsidiaries prior to the date a
Triggering Event occurs shall not be subject to the Applicable Covenants with
retroactive effect.

         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) OR OTHER UNDERTAKINGS OF
THE COMPANY WITH RESPECT TO THE NOTES: The Indenture shall include the
covenants, definitions and Events of Default described in Exhibit A hereto.

         16.      A.       WHETHER THE NOTES ARE TO BE ISSUABLE AS REGISTERED
         SECURITIES, BEARER SECURITIES (WITH OR WITHOUT COUPONS) OR BOTH:
         Registered Securities only.

                  B.       WHETHER ANY NOTES ARE TO BE ISSUABLE INITIALLY IN
         TEMPORARY GLOBAL FORM: No.

                                   Annex A-4



                  C.       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 SECURITY 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:

                  The Notes will be initially issued in the form of one or more
         fully registered global certificates (the "Global Notes"). The Company
         shall deposit each Global Note with, or on behalf of, the Depositary as
         the securities depositary, registered in the name of the Depositary or
         its nominee, Cede & Co. Unless and until a Global Note is exchanged in
         whole or in part for Notes in definitive form, such Global Note may not
         be transferred except as a whole by the Depositary to a nominee of the
         Depositary, or by such a nominee to the Depositary or another nominee
         of the Depositary, or by the Depositary or any such nominee to a
         successor of such Depositary or a nominee of such successor.

                  If (1) the Depositary is at any time unwilling or unable to
         continue as Depositary and the Company does not appoint a successor
         Depositary within 60 days, or (2) the Company executes and delivers to
         the Trustee under the Indenture an order to the effect that the Global
         Notes shall be exchangeable, or (3) an Event of Default under the
         Indenture has occurred and is continuing, the Global Note or Notes will
         be exchangeable for Notes in definitive form of like tenor and of an
         equal aggregate principal amount, in denominations of $1,000 and
         integral multiples of $1,000. Such definitive Notes shall be registered
         in such name or names as the Depositary shall instruct the Trustee. In
         the event that such a right of exchange should arise, the manner of
         such exchange shall be as provided in Section 305 of the Indenture.

                  D.       DEPOSITARY FOR THE NOTES: The Depository Trust
         Company (the "Depositary").

         17.      THE DATE AS OF WHICH ANY BEARER SECURITIES OF THE SERIES AND
ANY TEMPORARY GLOBAL SECURITY REPRESENTING OUTSTANDING SECURITIES OF THE SERIES
SHALL BE DATED IF OTHER THAN THE DATE OF ORIGINAL ISSUANCE OF THE FIRST SECURITY
OF THE SERIES TO BE ISSUED: Not applicable.

         18.      A.       THE PERSON TO WHOM ANY INTEREST ON ANY REGISTERED
         SECURITY OF THE SERIES SHALL BE PAYABLE, IF OTHER THAN THE PERSON IN
         WHOSE NAME SUCH SECURITY (OR ONE OR MORE PREDECESSOR SECURITIES) 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 SECURITY OF THE SERIES 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 SECURITY ON AN INTEREST PAYMENT
         DATE WILL BE PAID IF OTHER THAN IN THE MANNER PROVIDED IN SECTION 304
         OF THE INDENTURE: Not applicable.

                                   Annex A-5



         19.      THE APPLICABILITY 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 FOURTEEN:

                  The defeasance and discharge provisions of Sections 1402 and
1403 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 Fourteen of
the Indenture.

         20.      WHETHER 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: See paragraph 16C above.

         21.      WHETHER, UNDER WHAT CIRCUMSTANCES AND THE CURRENCY IN WHICH,
THE COMPANY WILL PAY ADDITIONAL AMOUNTS AS CONTEMPLATED BY SECTION 1004 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: No.

         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 SECURITIES WILL BE SO CONVERTIBLE OR EXCHANGEABLE: Not
applicable.

         24.      WHETHER THE NOTES ARE TO BE SUBORDINATED OR UNSUBORDINATED
INDEBTEDNESS OF THE COMPANY:

                  The Notes are to be unsubordinated indebtedness of the
Company.

         25.      ANY OTHER TERMS OF OR PROVISIONS APPLICABLE TO THE NOTES AND
THE SALE THEREOF:

                  A.       FORM OF NOTE: The form of Note shall be substantially
         in the form of Exhibit B attached hereto.

                  B.       MANNER OF SALE: The Company has engaged Credit Suisse
         First Boston LLC and Banc of America Securities LLC as co-lead managers
         for the purpose of selling the Notes in an underwritten public offering
         in the United States, all as more fully set forth in the Pricing
         Agreement and Standard Underwriting Agreement Provisions attached
         hereto as Exhibit C.

                  C.       ISSUE PRICE TO THE PUBLIC OF THE NOTES: 100% of
         principal amount, plus accrued interest, if any, from February 5, 2003.

                  D.       UNDERWRITERS' COMMISSION OR DISCOUNT AS A PERCENTAGE
         OF THE PRINCIPAL AMOUNT OF NOTES TO BE ISSUED: 2.04% of principal
         amount.

                  E.       ADDITIONAL NOTES: The Company will have the ability
         to issue additional Notes of the same series from time to time without
         the consent of the then existing Holders of the Notes (the "Additional
         Notes"), subject to compliance with the terms of

                                   Annex A-6



         the Indenture applicable to the Notes, including, if then applicable,
         Section 3.03 of Exhibit A hereto. Interest will accrue on the
         Additional Notes issued pursuant to the Indenture from and including
         the date of issuance of such Additional Notes. Any such Additional
         Notes would be issued on the same terms as the Notes and would
         constitute part of the same series of securities as the Notes and would
         vote together as one series on all matters with respect to the Notes.
         All references to Notes herein includes the Additional Notes, except as
         stated otherwise.

                  F.       PROVISIONS, IF ANY, IN WHICH THE TERMS OF THE NOTES
         DIFFER FROM THE TERMS OF THE INDENTURE: Sections 501, 1101, 801, 802
         and 902 of the Indenture, insofar as they relate to the Notes, are
         superseded by Sections 5.01, 2.01, 4.01, 4.02 and 6.01, respectively,
         of Exhibit A hereto. Any term defined both in the Indenture and in
         Exhibit A hereto shall have the meaning ascribed to them in Exhibit A
         hereto with respect to the Notes. Sections 3.06, 3.08 and 3.10 of
         Exhibit A hereto shall be included in their entirety in the Indenture
         with respect to the Notes.

and further

RESOLVED, that the proper officers of the Company are hereby authorized,
empowered and directed to execute and deliver an Officers' Certificate pursuant
to Section 301 of the Indenture with respect to the Notes, as well as such other
agreements, certificates, instruments and documents and to do such other acts as
they may from time to time determine are necessary or appropriate in order to
effectuate the purposes of any of the foregoing resolutions; and further

RESOLVED, that all acts and things done by any of the officers of the Company
prior to the date hereof that are within the authority conferred by any of the
foregoing resolutions are hereby ratified, confirmed, approved and adopted.

                                   Annex A-7



                                                                      EXHIBIT A

                                   ARTICLE I
                                  DEFINITIONS

         SECTION 1.01   DEFINITIONS

"Acquired Indebtedness" means Indebtedness (including Disqualified Capital
Stock) of any Person existing at the time such Person becomes a Subsidiary of
the Company, including by designation, or is merged or consolidated into or with
the Company or one of its Subsidiaries.

"Acquisition" means the purchase or other acquisition of any Person or all or
substantially all the assets of any Person, or any business unit or division of
such Person, by any other Person, whether by purchase, merger, consolidation, or
other transfer, and whether or not for consideration.

"Affiliate" means any Person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company. For purposes of
this definition, the term "control" means the power to direct the management and
policies of a Person, directly or through one or more intermediaries, whether
through the ownership of voting securities, by contract, or otherwise; provided,
that with respect to ownership interest in the Company and its Subsidiaries, a
Beneficial Owner of 10% or more of the total voting power normally entitled to
vote in the election of directors, managers or trustees, as applicable, shall
for such purposes be deemed to possess control. Notwithstanding the foregoing,
Wholly Owned Subsidiaries of the Company shall not be deemed to be Affiliates.

"Average Life" means, as of the date of determination, with respect to any
security or instrument, the quotient obtained by dividing (1) the sum of the
products (a) of the number of years from the date of determination to the date
or dates of each successive scheduled principal (or redemption) payment of such
security or instrument and (b) the amount of each such respective principal (or
redemption) payment by (2) the sum of all such principal (or redemption)
payments.

"Beneficial Owner"or "beneficial owner"for purposes of the definition of Change
of Control and Affiliate has the meaning attributed to it in Rules 13d-3 and
13d-5 under the Exchange Act (as in effect on the Issue Date), whether or not
applicable.

"Board of Directors" means, with respect to any Person, the board of directors
(or if such Person is not a corporation, the equivalent board of managers or
members or body performing similar functions for such Person) of such Person or
any committee of the Board of Directors of such Person authorized, with respect
to any particular matter, to exercise the power of the board of directors of
such Person.

"Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which
is not a day on which banking institutions in New York, New York are authorized
or obligated by law or executive order to close.

                                  Exhibit A-1



"Capitalized Lease Obligation" means, as to any Person, the obligations of such
Person under a lease that are required to be classified and accounted for as
capital lease obligations under GAAP and, for purposes of this definition, the
amount of such obligations at any date shall be the capitalized amount of such
obligations at such date, determined in accordance with GAAP.

"Capital Stock" means, with respect to any corporation, any and all shares,
interests, rights to purchase (other than convertible or exchangeable
Indebtedness that is not itself otherwise capital stock), warrants, options,
participations or other equivalents of or interests (however designated) in
stock issued by that corporation.

"Cash Equivalent" means:

                  (1)      securities issued or directly and fully guaranteed or
         insured by the United States of America or any agency or
         instrumentality thereof (provided, that the full faith and credit of
         the United States of America is pledged in support thereof),

                  (2)      time deposits, eurodollar time deposits and
         certificates of deposit and commercial paper issued by the parent
         corporation of any domestic commercial bank of recognized standing
         having capital and surplus in excess of $500,000,000,

                  (3)      repurchase obligations with a term of not more than
         seven days for underlying securities of the types described in clauses
         (1) and (2) above entered into with any financial institution meeting
         the qualifications specified in clause (2) above, or

                  (4)      readily marketable direct obligations issued by any
         state of the United States of America or any political subdivision
         thereof having one of the two highest rating categories obtainable from
         either Moody's or S&P, or

                  (5)      investment funds investing at least 95% of their
         assets in securities of the types described in clauses (2)-(4) above,
         or

                  (6)      commercial paper issued by others rated at least A-2
         or the equivalent thereof by Standard & Poor's Corporation or at least
         P-2 or the equivalent thereof by Moody's Investors Service, Inc., and
         in each case, maturing within one year after the date of acquisition.

"Change of Control" means:

                  (1)      any "person" or "group" (as such terms are used in
         Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but
         excluding any employee benefit plan of such Person or its subsidiaries,
         or any Person acting in its capacity as trustee, agent or other
         fiduciary or administrator of any such plan), becomes the "beneficial
         owner" (as defined in Rules 13d-3 and 13d-5 under the Securities
         Exchange Act of 1934, except that a person shall be deemed to have
         "beneficial ownership" of all securities that such person has the right
         to acquire, whether such

                                  Exhibit A-2



         right is exercisable immediately or only after the passage of time),
         directly or indirectly, of 40% or more of the Equity Interests of the
         Company; or

                  (2)      during any period of 12 consecutive months, a
         majority of the members of the Board of Directors of the Company cease
         to be composed of individuals (i) who were members of that board or
         equivalent governing body on the first day of such period, (ii) whose
         election or nomination to that board or equivalent governing body was
         approved by individuals referred to in clause (i) above constituting at
         the time of such election or nomination at least a majority of that
         board or equivalent governing body or (iii) whose election or
         nomination to that board or other equivalent governing body was
         approved by individuals referred to in clauses (i) and (ii) above
         constituting at the time of such election or nomination at least a
         majority of that board or equivalent governing body.

"Comparable Treasury Issue" means the U.S. Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining
term of the notes 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 notes.

"Comparable Treasury Price" means with respect to any redemption date, (i) the
average of the Reference Treasury Dealer Quotations for such redemption date,
after excluding the highest and lowest such Reference Treasury Dealer Quotations
for such redemption date, or (ii) if the Company obtains fewer than three such
Reference Treasury Dealer Quotations, the average of all such quotations.

"Consolidation" means, with respect to the Company, the consolidation of the
accounts of the Subsidiaries with those of the Company, all in accordance with
GAAP; provided, that "consolidation" will not include consolidation of the
accounts of any Unrestricted Subsidiary with the accounts of the Company. The
term "consolidated" has a correlative meaning to the foregoing.

"Consolidated Coverage Ratio"of any Person on any date of determination (the
"Transaction Date") means the ratio, on a pro forma basis, of (a) the aggregate
amount of Consolidated EBITDA of such Person attributable to continuing
operations and businesses for the Reference Period to (b) the aggregate
Consolidated Fixed Charges of such Person during the Reference Period; provided,
that for purposes of such calculation:

                  (1)      Acquisitions which occurred during the Reference
         Period or subsequent to the Reference Period and on or prior to the
         Transaction Date shall be assumed to have occurred on the first day of
         the Reference Period,

                  (2)      transactions giving rise to the need to calculate the
         Consolidated Coverage Ratio shall be assumed to have occurred on the
         first day of the Reference Period,

                                  Exhibit A-3



                  (3)      the incurrence of any Indebtedness (including
         issuance of any Disqualified Capital Stock) during the Reference Period
         or subsequent to the Reference Period and on or prior to the
         Transaction Date (and the application of the proceeds therefrom to the
         extent used to refinance or retire other Indebtedness) (other than
         Indebtedness incurred under any revolving credit facility) shall be
         assumed to have occurred on the first day of the Reference Period,

                  (4)      the Consolidated Fixed Charges of such Person
         attributable to interest on any Indebtedness or dividends on any
         Disqualified Capital Stock bearing a floating interest (or dividend)
         rate shall be computed on a pro forma basis as if the average rate in
         effect from the beginning of the Reference Period to the Transaction
         Date had been the applicable rate for the entire period, unless such
         Person or any of its Subsidiaries is a party to an Interest Swap or
         Hedging Obligation (which shall remain in effect for the 12-month
         period immediately following the Transaction Date) that has the effect
         of fixing the interest rate on the date of computation, in which case
         such rate (whether higher or lower) shall be used, and

                  (5)      for any Reference Period that includes the Issue
         Date, the aggregate amount of Consolidated EBITDA of such Person shall
         be adjusted to exclude extraordinary cash losses on the early
         extinguishment of Indebtedness resulting from the application of the
         proceeds of the offering of the Notes.

"Consolidated EBITDA" means, with respect to any Person, for any period, the
Consolidated Net Income of such Person for such period adjusted to add thereto
(to the extent deducted from net revenues in determining Consolidated Net
Income), without duplication, the sum of

         (a)      Consolidated income tax expense,

         (b)      Consolidated depreciation and amortization expense,

         (c)      non-cash losses or charges related to impairment of goodwill
and other intangible assets,

         (d)      Consolidated Fixed Charges,

         (e)      all other non-cash charges attributable to the grant, exercise
or repurchase of options for or shares of Qualified Capital Stock to or from
employees of the Company and its Consolidated Subsidiaries,

         (f)      extraordinary non-cash losses and non-recurring non-cash
losses;

less the amount of all cash payments made by such Person or any of its
Subsidiaries during such period to the extent such payments relate to non-cash
charges that were added back in determining Consolidated EBITDA for such period
or any prior period; provided, that consolidated income tax expense and
depreciation and amortization of a Subsidiary that is a less than Wholly Owned
Subsidiary shall only be added to the extent of the equity interest of the
Company in such Subsidiary.

                                  Exhibit A-4



"Consolidated Fixed Charges" of any Person means, for any period, the aggregate
amount (without duplication and determined in each case in accordance with GAAP)
of:

         (a)      interest expensed or capitalized, paid, accrued, or scheduled
to be paid or accrued (including, in accordance with the following sentence,
interest attributable to Capitalized Lease Obligations) of such Person and its
Consolidated Subsidiaries during such period, including (1) original issue
discount and non-cash interest payments or accruals on any Indebtedness, (2) the
interest portion of all deferred payment obligations, and (3) all commissions,
discounts and other fees and charges owed with respect to bankers' acceptances
and letters of credit financings and currency and Interest Swap and Hedging
Obligations, in each case to the extent attributable to such period, and

         (b)      the amount of dividends accrued or payable (or guaranteed) by
such Person or any of its Consolidated Subsidiaries in respect of Preferred
Stock (other than by Subsidiaries of such Person to such Person or such Person's
Wholly Owned Subsidiaries).

For purposes of this definition, (x) interest on a Capitalized Lease Obligation
shall be deemed to accrue at an interest rate reasonably determined in good
faith by the Company to be the rate of interest implicit in such Capitalized
Lease Obligation in accordance with GAAP and (y) interest expense attributable
to any Indebtedness represented by the guaranty by such Person or a Subsidiary
of such Person of an obligation of another Person shall be deemed to be the
interest expense attributable to the Indebtedness guaranteed.

"Consolidated Net Income" means, with respect to any Person for any period, the
net income (or loss) of such Person and its Consolidated Subsidiaries
(determined on a consolidated basis in accordance with GAAP) for such period,
adjusted to exclude (only to the extent included in computing such net income
(or loss) and without duplication):

         (a)      all gains (but not losses) which are either extraordinary (as
determined in accordance with GAAP) or are either unusual or nonrecurring
(including any gain from the sale or other disposition of assets outside the
ordinary course of business or from the issuance or sale of any capital stock),

         (b)      the net income, if positive, of any Person, other than a
Consolidated Subsidiary, in which such Person or any of its Consolidated
Subsidiaries has an interest, except to the extent of the amount of any
dividends or distributions actually paid in cash to such Person or a
Consolidated Subsidiary of such Person during such period, but in any case not
in excess of such Person's pro rata share of such Person's net income for such
period, and

         (c)      the net income, if positive, of any of such Person's
Consolidated Subsidiaries to the extent that the declaration or payment of
dividends or similar distributions is not at the time permitted by operation of
the terms of its charter or bylaws or any other agreement (other than a Foreign
Subsidiary Credit Agreement), instrument, judgment, decree, order, statute, rule
or governmental regulation applicable to such Consolidated Subsidiary.

                                  Exhibit A-5



"Consolidated Subsidiary" means, for any Person, each Subsidiary of such Person
(whether now existing or hereafter created or acquired) the financial statements
of which are consolidated for financial statement reporting purposes with the
financial statements of such Person in accordance with GAAP.

"Credit Agreement" means the credit agreement dated October 25, 2001, by and
among the Company, certain financial institutions and Bank of America, N.A., as
agent, as amended through the Issue Date providing for a revolving credit
facility, including any related notes, guarantees, collateral documents,
instruments and agreements executed in connection therewith, as such credit
agreement and/or related documents may be amended, restated, supplemented,
renewed, replaced or otherwise modified from time to time whether or not with
the same agent, trustee, representative lenders or holders, and, subject to the
proviso to the next succeeding sentence, irrespective of any changes in the
terms and conditions thereof. Without limiting the generality of the foregoing,
the term "Credit Agreement" shall include agreements in respect of Interest Swap
and Hedging Obligations with lenders (or Affiliates thereof) party to the Credit
Agreement and shall also include any amendment, amendment and restatement,
renewal, extension, restructuring, supplement or modification to any Credit
Agreement and all credit agreements providing for refundings, refinancings and
replacements of any Credit Agreement, including any credit agreement:

                  (1)      extending the maturity of any Indebtedness incurred
         thereunder or contemplated thereby,

                  (2)      adding or deleting borrowers or guarantors
         thereunder, so long as borrowers and issuers include one or more of the
         Company and its Subsidiaries and their respective successors and
         assigns,

                  (3)      increasing the amount of Indebtedness incurred
         thereunder or available to be borrowed thereunder; provided, that on
         the date such Indebtedness is incurred it would not be prohibited by
         Section 3.03, or

                  (4)      otherwise altering the terms and conditions thereof
         in a manner not prohibited by the terms hereof.

"Default" means any event that is or with the passage of time or the giving of
notice or both would be an Event of Default.

"Disqualified Capital Stock" means, with respect to any Person:

         (a)      Equity Interests of such Person that, by its terms or by the
terms of any security into which it is convertible, exercisable or exchangeable,
is, or upon the happening of an event or the passage of time or both would be,
required to be redeemed or repurchased including at the option of the holder
thereof by such Person or any of its Subsidiaries, in whole or in part, on or
prior to 91 days following the Stated Maturity of the Notes, and

         (b)      any Equity Interests of any Subsidiary of such Person other
than any common equity with no preferences, privileges, and no redemption or
repayment provisions.

                                  Exhibit A-6



Notwithstanding the foregoing, any Equity Interests that would constitute
Disqualified Capital Stock solely because the holders thereof have the right to
require the Company to repurchase such Equity Interests upon the occurrence of a
change of control or an asset sale shall not constitute Disqualified Capital
Stock if the terms of such Equity Interests provide that the Company may not
repurchase or redeem any such Equity Interests pursuant to such provisions prior
to the Company's purchase of the Notes as are required to be purchased pursuant
to the provisions of Section 3.01.

"Domestic Subsidiary" means any Subsidiary of the Company other than a Foreign
Subsidiary.

"Equity Interests" means Capital Stock or partnership, participation or
membership interests and all warrants, options or other rights to acquire
Capital Stock or partnership, participation or membership interests (but
excluding any debt security that is convertible into, or exchangeable for,
Capital Stock or partnership, participation or membership interests).

"Event of Loss" means, with respect to any property or asset, any (a) loss,
destruction or damage of such property or asset, or (b) any condemnation,
seizure or taking, by exercise of the power of eminent domain or otherwise, of
such property or asset, or confiscation or requisition of the use of such
property or asset.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Excluded Indebtedness" means the Indebtedness of the Company and its
Subsidiaries (other than Indebtedness under the Credit Agreement) in existence
90 days or more prior to the date any Triggering Event occurs.

"Exempted Affiliate Transaction" means:

         (a)      customary employee, director and consultant compensation
arrangements approved by a majority of independent (as to such transactions)
members of the Board of Directors of the Company,

         (b)      all Restricted Payments and Permitted Investments that are not
prohibited by the terms of the Section 3.04,

         (c)      transactions solely between or among the Company and any of
its Subsidiaries or solely among Subsidiaries of the Company,

         (d)      loans or advances to employees in the ordinary course of
business and consistent with the Company's past practices,

         (e)      the issuance of any Qualified Capital Stock of the Company,
and

         (f)      any Affiliate Transaction in existence prior to the date any
Triggering Event occurs.

"Existing Indebtedness" means the Indebtedness of the Company and its
Subsidiaries (other than Indebtedness under the Credit Agreement) in existence
on the Issue Date, reduced to the extent such amounts are repaid, refinanced or
retired.

                                  Exhibit A-7



"Existing Receivables Securitization Program" means the program providing for
transfers of receivables by the Company and its Subsidiaries pursuant to the
Receivables Sale Agreement, dated as of June 28, 2001 between the Company, Inc.,
as originator, and the Company Receivables Corporation, as buyer, and the
Amended and Restated Receivables Purchase Agreement dated as of February 6, 2002
among the Company Receivables Corporation, as seller, the Company, Inc., as
servicer, the companies defined therein, the financial institutions defined
therein, and Bank One NA, as agent, as amended from time to time.

"Foreign Subsidiary" means any Subsidiary of the Company which (i) is not
organized under the laws of the United States, any state thereof or the District
of Columbia, and (ii) conducts substantially all of its business operations
outside the United States of America.

"Foreign Subsidiary Credit Agreement" shall mean any of the credit agreements,
commercial paper facilities, overdraft facilities or similar financing
arrangements entered into by Foreign Subsidiaries of the Company from time to
time, including any related notes, guarantees, collateral documents, instruments
and agreements executed in connection therewith, as such may be amended,
restated, supplemented, renewed, replaced or otherwise modified from time to
time whether or not with the same agent, trustee, representative lenders or
holders, and, subject to the proviso to the next succeeding sentence,
irrespective of any changes in the terms and conditions thereof. Without
limiting the generality of the foregoing, the term "Foreign Subsidiary Credit
Agreement" shall include agreements in respect of Interest Swap and Hedging
Obligations with lenders party to the Foreign Subsidiary Credit Agreement and
shall also include any amendment, amendment and restatement, renewal, extension,
restructuring, supplement or modification to any Foreign Subsidiary Credit
Agreement and all refundings, refinancings and replacements of any Foreign
Subsidiary Credit Agreement, including any agreement: (i) extending the maturity
of any Indebtedness incurred thereunder or contemplated thereby, (ii) adding or
deleting borrowers or guarantors thereunder, so long as borrowers and issuers
include one or more of the Foreign Subsidiaries and their respective successors
and assigns, (iii) increasing the amount of Indebtedness incurred thereunder or
available to be borrowed thereunder; provided, that on the date such
Indebtedness is incurred it would not be prohibited by Section 3.03 or (iv)
otherwise altering the terms and conditions thereof in a manner not prohibited
by the terms hereof.

"GAAP" means United States generally accepted accounting principles set forth in
the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as approved by a significant segment of the
accounting profession in the United States as in effect on the Issue Date.

"Guarantor" means each of the Company's present and future Subsidiaries that at
the time are guarantors of the Notes in accordance with the provisions hereof.

"Indebtedness"of any Person means, without duplication,

         (a)      all liabilities and obligations, contingent or otherwise, of
such Person, to the extent such liabilities and obligations would appear as a
liability upon the consolidated balance sheet of such Person in accordance with
GAAP, (1) in respect of borrowed money (whether or not the recourse of the
lender is to the whole of the assets of such Person or only to a portion
thereof),

                                  Exhibit A-8



(2) evidenced by bonds, notes, debentures or similar instruments, (3)
representing the balance deferred and unpaid of the purchase price of any
property or services, except those incurred in the ordinary course of its
business that would constitute ordinarily a trade payable to trade creditors;

         (b)      all liabilities and obligations, contingent or otherwise, of
such Person (1) evidenced by bankers' acceptances or similar instruments issued
or accepted by banks, (2) relating to any Capitalized Lease Obligation, or (3)
evidenced by a letter of credit or a reimbursement obligation of such Person
with respect to any letter of credit;

         (c)      all net obligations of such Person under Interest Swap and
Hedging Obligations;

         (d)      all liabilities and obligations of others of the kind
described in the preceding clause (a), (b) or (c) that such Person has
guaranteed or provided credit support for or that is otherwise its legal
liability or which are secured by any assets or property of such Person;

         (e)      any and all deferrals, renewals, extensions, refinancing and
refundings (whether direct or indirect) of, or amendments, modifications or
supplements to, any liability of the kind described in any of the preceding
clauses (a), (b), (c) or (d), or this clause (e), whether or not between or
among the same parties; and

         (f)      all Disqualified Capital Stock of such Person (measured at the
greater of its voluntary or involuntary maximum fixed repurchase price plus
accrued and unpaid dividends),

provided, that any indebtedness which has been defeased in accordance with GAAP
or defeased pursuant to the deposit of cash or U.S. Government Obligations (in
an amount sufficient to satisfy all such indebtedness obligations at maturity or
redemption, as applicable, and all payments of interest and premium, if any) in
a trust or account created or pledged for the sole benefit of the holders of
such indebtedness, and subject to no other Liens, and the other applicable terms
of the instrument governing such indebtedness, shall not constitute
"Indebtedness."

For purposes hereof, the "maximum fixed repurchase price" of any Disqualified
Capital Stock which does not have a fixed repurchase price shall be calculated
in accordance with the terms of such Disqualified Capital Stock as if such
Disqualified Capital Stock were purchased on any date on which Indebtedness
shall be required to be determined pursuant to this Indenture, and if such price
is based upon, or measured by, the Fair Market Value of such Disqualified
Capital Stock, such Fair Market Value to be determined in good faith by the
board of directors of the issuer (or managing general partner of the issuer) of
such Disqualified Capital Stock.

The amount of any Indebtedness outstanding as of any date shall be: (i) the
accreted value thereof, in the case of any Indebtedness issued with original
issue discount, but the accretion of original issue discount in accordance with
the original terms of Indebtedness issued with an original issue discount will
not be deemed to be an incurrence, and (ii) the principal amount thereof in the
case of any other Indebtedness.

                                  Exhibit A-9



"Independent Investment Banker" means Credit Suisse First Boston LLC or, if such
firm is unwilling or unable to select the Comparable Treasury Issue, an
investment banking firm of national reputation selected by the Company.

"Interest Swap and Hedging Obligation" means any obligation of any Person
pursuant to any interest rate swap agreement, interest rate cap agreement,
interest rate collar agreement, interest rate exchange agreement, currency
exchange agreement or any other agreement or arrangement designed to protect
against fluctuations in interest rates or currency values, including, without
limitation, any arrangement whereby, directly or indirectly, such Person is
entitled to receive from time to time periodic payments calculated by applying
either a fixed or floating rate of interest on a stated notional amount in
exchange for periodic payments made by such Person calculated by applying a
fixed or floating rate of interest on the same notional amount.

"Investment" by any Person in any other Person means (without duplication):

         (a)      the acquisition (whether by purchase, merger, consolidation or
otherwise) by such Person (whether for cash, property, services, securities or
otherwise) of Equity Interests, capital stock, bonds, notes, debentures,
partnership or other ownership interests or other securities, including any
options or warrants, of such other Person or any agreement to make any such
acquisition;

         (b)      the making by such Person of any deposit with, or advance,
loan or other extension of credit to, such other Person (including the purchase
of property from another Person subject to an understanding or agreement,
contingent or otherwise, to resell such property to such other Person) or any
commitment to make any such advance, loan or extension (but excluding accounts
receivable, endorsements for collection or deposits arising in the ordinary
course of business);

         (c)      other than guarantees of Indebtedness of the Company to the
extent permitted by Section 3.03, the entering into by such Person of any
guarantee of, or other credit support or contingent obligation with respect to,
Indebtedness or other liability of such other Person;

         (d)      the making of any capital contribution by such Person to such
other Person; and

         (e)      the designation by the Board of Directors of the Company of
any Person to be an Unrestricted Subsidiary.

The Company shall be deemed to make an Investment in an amount equal to the fair
market value of the net assets of any subsidiary (or, if neither the Company nor
any of its Subsidiaries has theretofore made an Investment in such subsidiary,
in an amount equal to the Investments being made), at the time that such
subsidiary is designated an Unrestricted Subsidiary, and any property
transferred to an Unrestricted Subsidiary from the Company or a Subsidiary of
the Company shall be deemed an Investment valued at its fair market value at the
time of such transfer. the Company or any of its Subsidiaries shall be deemed to
have made an Investment in an amount equal to the fair market value of the
Company or such Subsidiary's remaining interest in a Person that is or was a
Subsidiary if, upon the issuance, sale or other disposition of any portion of
the Company's

                                  Exhibit A-10



or the Subsidiary's ownership in the Capital Stock of such Person, such Person
ceases to be a Subsidiary. The fair market value of each Investment shall be
measured at the time made or returned, as applicable.

"Issue Date" means the date of first issuance of the Notes under this Indenture.

"Lien" means any mortgage, charge, pledge, lien (statutory or otherwise),
privilege, security interest, hypothecation or other encumbrance upon or with
respect to any property of any kind, real or personal, movable or immovable, now
owned or hereafter acquired.

"Make-Whole Premium" means, with respect to a Note, the sum of the present
values of the remaining scheduled payments of interest, principal and premium
thereon (not including any portion of such payments of interest accrued as of
the date of redemption), discounted to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 50 basis points.

"Net Cash Proceeds" means the aggregate amount of cash or Cash Equivalents
received by the Company in the case of a sale of Qualified Capital Stock and by
the Company and its Subsidiaries in respect of an Asset Sale plus, in the case
of an issuance of Qualified Capital Stock upon any exercise, exchange or
conversion of securities (including options, warrants, rights and convertible or
exchangeable debt) of the Company that were issued for cash on or after the
Issue Date, the amount of cash originally received by the Company upon the
issuance of such securities (including options, warrants, rights and convertible
or exchangeable debt) less, in each case, the sum of all payments, fees,
commissions and (in the case of Asset Sales, reasonable and customary), expenses
(including, without limitation, the fees and expenses of legal counsel and
investment banking fees and expenses) incurred in connection with such Asset
Sale or sale of Qualified Capital Stock, and, in the case of an Asset Sale only,
less the amount (estimated reasonably and in good faith by the Company) of
income, franchise, sales and other applicable taxes required to be paid by the
Company or any of its Subsidiaries in connection with such Asset Sale in the
taxable year that such sale is consummated or in the immediately succeeding
taxable year.

"Obligation" means any principal, premium or interest payment, or monetary
penalty, or damages, due by the Company under the terms of the Notes or the
provisions hereof.

"Permitted Indebtedness" means:

         (a)      Indebtedness incurred by the Company evidenced by the Notes
issued pursuant to the provisions hereof up to the amounts being issued on the
original Issue Date less any amounts repaid or retired;

         (b)      Refinancing Indebtedness with respect to any Existing
Indebtedness, any Excluded Indebtedness or any Indebtedness (including
Disqualified Capital Stock), described in clause (a) or incurred pursuant to the
Debt Incurrence Ratio test of Section 3.03 or which was refinanced pursuant to
this clause (b);

                                  Exhibit A-11



         (c)      Indebtedness incurred by the Company and its Subsidiaries
solely in respect of bankers acceptances, letters of credit and performance
bonds (to the extent that such incurrence does not result in the incurrence of
any obligation to repay any obligation relating to borrowed money or other
Indebtedness), all in the ordinary course of business and in a manner consistent
with the Company's past practices, in amounts and for the purposes customary in
the Company's industry;

         (d)      Indebtedness incurred by the Company owed to (borrowed from)
any Wholly Owned Subsidiary of the Company, and any Subsidiary of the Company
may incur Indebtedness owed to (borrowed from) any other Wholly Owned Subsidiary
of the Company or the Company; provided, that in the case of Indebtedness of the
Company, such obligations shall be unsecured and any event that causes such
Wholly Owned Subsidiary no longer to be a Wholly Owned Subsidiary of the
Company, (including by designation to be an Unrestricted Subsidiary) shall be
deemed to be a new incurrence by such issuer of such Indebtedness and any
guarantor thereof subject to Section 3.03;

         (e)      Indebtedness or other contractual requirements of a
Receivables Subsidiary in connection with a Qualified Receivables Transaction,
provided, that such restrictions apply only to such Receivables Subsidiary;

         (f)      Indebtedness incurred by a Receivables Subsidiary in a
Qualified Receivables Transaction that is without recourse to the Company or to
any Subsidiary of the Company or their assets (other than such Receivables
Subsidiary and its assets), and is not guaranteed by any such Person and is not
otherwise such Person's legal liability;

         (g)      Interest Swap and Hedging Obligations that are incurred by the
Company and its Subsidiaries for the purpose of fixing or hedging interest rate
or currency risk with respect to any fixed or floating rate Indebtedness that is
permitted by this Indenture to be outstanding or any receivable or liability the
payment of which is determined by reference to a foreign currency; provided,
that the notional amount of any such Interest Swap and Hedging Obligation does
not exceed the principal amount of Indebtedness to which such Interest Swap and
Hedging Obligation relates.

"Permitted Investment" means:

         (a)      any Investment in Cash Equivalents;

         (b)      intercompany investments to the extent permitted under clause
(b) of the definition of "Permitted Indebtedness";

         (c)      any Investment by the Company in a Person in a Related
Business if as a result of such Investment such Person becomes a Wholly Owned
Subsidiary or such Person is merged with or into the Company or a Wholly Owned
Subsidiary;

         (d)      other Investments in any Person or Persons, provided, that
after giving pro forma effect to each such Investment, the aggregate amount of
all such Investments made on and after the Issue Date pursuant to this clause
(d) that are outstanding (after giving effect to any such

                                  Exhibit A-12



Investments that are returned to the Company, without restriction, in cash on or
prior to the date of any such calculation, but only up to the amount of the
Investment made under this clause (d) in such Person, at any time does not in
the aggregate exceed $10,000,000 (measured by the value attributed to the
Investment at the time made or returned, as applicable);

         (e)      any Investment in any Person in exchange for the Company's
Qualified Capital Stock or the Net Cash Proceeds of any substantially concurrent
sale of the Company's Qualified Capital Stock; and

         (f)      the acquisition by a Receivables Subsidiary in connection with
a Qualified Receivables Transaction of Equity Interests of a trust or other
Person established by such Receivables Subsidiary to effect such Qualified
Receivables Transaction;

         (g)      any Investment by the Company in a Receivables Subsidiary or
any Investment by a Receivables Subsidiary in any other Person in connection
with a Qualified Receivables Transaction;

         (h)      loans or advances to employees (or guarantees of third-party
loans to employees) in the ordinary course of business up to $10,000,000 at any
time outstanding pursuant to this clause (h);

         (i)      stock, obligations or securities received in satisfaction of
judgments, foreclosure of Liens or settlement of debts (whether pursuant to a
plan of reorganization or similar arrangement);

         (j)      any Investment existing on the Issue Date or made pursuant to
a legally binding written commitment in existence on the Issue Date;

         (k)      Investments in Interest Swap and Hedging Obligations, and
other hedging arrangements in the ordinary course of business; and

         (l)      any Investment made as a result of the receipt of non-cash
consideration from an Asset Sale that was made pursuant to and in compliance
with Section 3.02.

"Permitted Lien" means:

         (a)      Liens existing on the Issue Date;

         (b)      Liens securing the Notes;

         (c)      Liens securing Indebtedness of a Person existing at the time
such Person becomes a Subsidiary of the Company or is merged with or into the
Company or a Subsidiary of the Company or Liens securing Indebtedness incurred
in connection with an Acquisition, provided, that such Liens were in existence
prior to the date of such acquisition, merger or consolidation, were not
incurred in anticipation thereof, and do not extend to any other assets;

                                  Exhibit A-13



         (d)      Liens arising from Purchase Money Indebtedness permitted to be
incurred pursuant to clause (a) of Section 3.03 provided such Liens relate
solely to the property which is subject to such Purchase Money Indebtedness;

         (e)      Liens securing Refinancing Indebtedness incurred to refinance
any Indebtedness that was previously so secured in a manner no more adverse to
the Holders of the Notes than the terms of the Liens securing such refinanced
Indebtedness, and provided that the Indebtedness secured is not increased and
the Lien is not extended to any additional assets or property that would not
have been security for the Indebtedness refinanced;

         (f)      Liens securing Indebtedness incurred under the Credit
Agreement;

         (g)      Liens on assets of a Receivables Subsidiary incurred in
connection with a Qualified Receivables Transaction and Liens on Equity
Interests in such Receivables Subsidiary;

         (h)      Liens securing Indebtedness of any Foreign Subsidiary incurred
in accordance with the provisions of Section 3.03),

         (i)      Liens arising by reason of a judgment, decree or court order,
to the extent not otherwise resulting in an Event of Default, and any Liens that
are required to perfect or enforce any rights in any administrative, arbitration
or other court proceedings in the ordinary course of business, and

         (j)      Liens securing Interest Swap and Hedging Obligations entered
into in the ordinary course of business.

"Person" or "person" means any corporation, individual, limited liability
company, joint stock company, joint venture, partnership, limited liability
company, unincorporated association, governmental regulatory entity, country,
state or political subdivision thereof, trust, municipality or other entity.

"Preferred Stock" means any Equity Interest of any class or classes of a Person
(however designated) which is preferred as to payments of dividends, or as to
distributions upon any liquidation or dissolution, over Equity Interests of any
other class of such Person.

"Public Equity Offering" means an underwritten public offering pursuant to a
registration statement filed with the Commission in accordance with the
Securities Act of 1933, as amended, of Qualified Capital Stock of the Company.

"Purchase Money Indebtedness" of any Person means any Indebtedness of such
Person (Including Capitalized Lease Obligations, installment purchases and
Acquired Indebtedness) to any seller or other Person incurred solely to finance
the acquisition (including in the case of a Capitalized Lease Obligation, the
lease), construction, installation or improvement of any after acquired real or
personal tangible property which, in the reasonable good faith judgment of the
Board of Directors of the Company, is directly related to a Related Business of
the Company and which is incurred within 90 days following with such
acquisition, construction, installation or improvement and is secured only by
the assets so financed.

                                  Exhibit A-14



"Qualified Capital Stock" means any Capital Stock of the Company that is not
Disqualified Capital Stock.

"Qualified Exchange" means:

         (a)      any legal defeasance, redemption, retirement, repurchase or
other acquisition of Capital Stock, or Indebtedness of the Company or any
Subsidiary with the Net Cash Proceeds received by the Company from the
substantially concurrent sale of its Qualified Capital Stock (other than to a
Subsidiary) or, to the extent used to retire Indebtedness (other than
Disqualified Capital Stock) of the Company, Subordinated Refinancing
Indebtedness of the Company,

         (b)      any issuance of Qualified Capital Stock of the Company in
exchange for any Capital Stock or Indebtedness of the Company or any Subsidiary
of the Company, or

         (c)      any issuance of Subordinated Refinancing Indebtedness of the
Company in exchange for Indebtedness (other than Disqualified Capital Stock) of
the Company.

"Qualified Receivables Transaction" means any transaction or series of
transactions pursuant to the Existing Receivables Securitization Program or any
transaction or series of transactions that may be entered into by the Company or
any Receivables Subsidiary pursuant to which the Company or any Receivables
Subsidiary may sell, convey or otherwise transfer to, or grant a security
interest in for the benefit of, (a) a Receivables Subsidiary (in the case of a
transfer or encumbrancing by the Company) and (b) any other Person (solely in
the case of a transfer or encumbrancing by a Receivables Subsidiary), solely
accounts receivable (whether now existing or arising in the future) of the
Company which arose in the ordinary course of business of the Company, and any
assets related thereto, including, without limitation, all collateral securing
such accounts receivable, all contracts and all guarantees or other obligations
in respect of such accounts receivable, proceeds of such accounts receivable and
other assets which are customarily transferred or in respect of which security
interests are customarily granted in connection with asset securitization
transactions involving accounts receivable.

"Receivables Subsidiary" means (i) the Company Receivables Corporation, a
Delaware Corporation, and (ii) any Wholly Owned Subsidiary of the Company which
engages in no activities other than in connection with the financing of accounts
receivable and which is designated by the Board of Directors of the Company (as
provided below) as a Receivables Subsidiary:

         (a)      no portion of any Indebtedness or any other obligations
(contingent or otherwise) of which, directly or indirectly, contingently or
otherwise, (1) is guaranteed by the Company or any other Subsidiary of the
Company (excluding guarantees of obligations (other than the principal or
premium of, and interest on, Indebtedness) pursuant to representations,
warranties, covenants and indemnities entered into in the ordinary course of
business in connection with a Qualified Receivables Transactions), (2) is
recourse to or obligates the Company or any other Subsidiary of the Company in
any way other than pursuant to representations, warranties, covenants and
indemnities entered into in the ordinary course of business in connection with a
Qualified Receivables Transaction, or (3) subjects any property or asset of the
Company or any other Subsidiary of the Company to the satisfaction thereof,
other than pursuant to representations,

                                  Exhibit A-15



warranties, covenants and indemnities entered into in the ordinary course of
business in connection with a Qualified Receivables Transaction,

         (b)      with which neither the Company nor any other Subsidiary of the
Company has any material contract, agreement, arrangement or understanding other
than those customarily entered into in connection with Qualified Receivables
Transactions, and

         (c)      with which neither the Company nor any other Subsidiaries of
the Company has any obligation, directly or indirectly, contingently or
otherwise, to maintain or preserve such Subsidiary's financial condition or
cause such Subsidiary to achieve certain levels of operating results.

Any such designation by the Board of Directors of the Company shall be evidenced
to the Trustee by the filing with the Trustee a certified copy of the resolution
of the Board of Directors of the Company giving effect to such designation and
an Officers' Certificate certifying that such designation complied with the
foregoing conditions.

"Recourse Indebtedness" means Indebtedness as to which neither the Company nor
any of its Subsidiaries (1) provides credit support of any kind (including any
undertaking, agreement or instrument that would constitute Indebtedness), (2) is
directly or indirectly liable (as a guarantor or otherwise), or (3) constitutes
the lender.

"Reference Period" with regard to any Person means the four full fiscal quarters
ended immediately preceding any date upon which any determination is to be made
pursuant to the terms of the Notes or the terms hereof.

"Reference Treasury Dealer" means (i) Credit Suisse First Boston LLC and its
successors; provided, however, that if the foregoing shall cease to be a primary
U.S. Government securities dealer in New York City (a "Primary Treasury
Dealer"), the Company is required to substitute therefor another Primary
Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by the
Company.

"Reference Treasury Dealer Quotations" means, with respect of each Reference
Treasury Dealer and any redemption date, the average, as determined by the
Independent Investment Banker, 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 Independent Investment Banker by the each Reference
Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption
date.

"Refinancing Indebtedness" means Indebtedness (including Disqualified Capital
Stock) (a) issued in exchange for, or the proceeds from the issuance and sale of
which are used substantially concurrently to repay, redeem, defease, refund,
refinance, discharge or otherwise retire for value, in whole or in part, or (b)
constituting an amendment, modification or supplement to, or a deferral or
renewal of ((a) and (b) above are, collectively, a "Refinancing"), any
Indebtedness (including Disqualified Capital Stock) in a principal amount or, in
the case of Disqualified Capital Stock, liquidation preference, not to exceed
(after deduction of reasonable and customary fees and expenses incurred in
connection with the Refinancing plus the amount of

                                  Exhibit A-16



any premium paid in connection with such Refinancing) the lesser of (1) the
principal amount or, in the case of Disqualified Capital Stock, liquidation
preference, of the Indebtedness (including Disqualified Capital Stock) so
Refinanced and (2) if such Indebtedness being Refinanced was issued with an
original issue discount, the accreted value thereof (as determined in accordance
with GAAP) at the time of such Refinancing; provided, that (A) such Refinancing
Indebtedness shall only be used to refinance outstanding Indebtedness (including
Disqualified Capital Stock) of such Person issuing such Refinancing
Indebtedness, (B) such Refinancing Indebtedness shall (x) not have an Average
Life shorter than the Indebtedness (including Disqualified Capital Stock) to be
so refinanced at the time of such Refinancing and (y) in all respects, be no
less contractually subordinated or junior, if applicable, to the rights of
Holders of the Notes than was the Indebtedness (including Disqualified Capital
Stock) to be refinanced, (C) such Refinancing Indebtedness shall have a final
stated maturity or redemption date, as applicable, no earlier than the final
stated maturity or redemption date, as applicable, of the Indebtedness
(including Disqualified Capital Stock) to be so refinanced or, if sooner, 91
days after the Stated Maturity of the Notes, and (D) such Refinancing
Indebtedness shall be secured (if secured) in a manner no more adverse to the
Holders of the Notes than the terms of the Liens (if any) securing such
refinanced Indebtedness, including, without limitation, the amount of
Indebtedness secured shall not be increased.

"Related Business" means the business conducted (or proposed to be conducted) by
the Company and its Subsidiaries as of the Issue Date and any and all businesses
that in the good faith judgment of the Board of Directors of the Company are
reasonably related businesses.

"Related Business Asset" means assets (including in connection with the
acquisition of a Wholly Owned Subsidiary in a Related Business, notes, bonds,
obligation and securities) that are used or useful in the conduct of a Related
Business by the Company or any of its Subsidiaries.

"Restricted Investment" means, in one or a series of related transactions, any
Investment, other than other Permitted Investments; provided, that the extension
of credit to customers of consistent with industry practice in the ordinary
course of business of the Company shall not be a Restricted Investment.

"Restricted Payment" means, with respect to any Person:

         (a)      the declaration or payment of any dividend or other
distribution in respect of Equity Interests of such Person,

         (b)      any payment (except to the extent with Qualified Capital
Stock) on account of the purchase, redemption or other acquisition or retirement
for value of Equity Interests of such Person,

         (c)      other than with the proceeds from the substantially concurrent
sale of, or in exchange for, Refinancing Indebtedness any purchase, redemption,
or other acquisition or retirement for value of, any payment in respect of any
amendment of the terms of or any defeasance of, any Subordinated Indebtedness,
directly or indirectly, by such Person or a Subsidiary of such Person prior to
the scheduled maturity, any scheduled repayment of principal, or scheduled
sinking fund payment, as the case may be, of such Indebtedness, and

                                  Exhibit A-17



         (d)      any Restricted Investment by such Person; provided, however,
that the term "Restricted Payment" does not include (1) any dividend,
distribution or other payment on or with respect to Equity Interests of an
issuer to the extent payable solely in shares of Qualified Capital Stock of such
issuer, or (2) any dividend, distribution or other payment to the Company, or to
any of its Subsidiaries, and any Investment in any Subsidiary of the Company by
the Company for any of its Subsidiaries.

"S&P" means Standard & Poor's Ratings Service, a division of the McGraw-Hill
Companies, Inc. or any successor to the rating agency business thereof.

"Specified Ratings" means a rating equal to or higher than Baa3 (or the
equivalent) by Moody's and BBB- (or the equivalent) by S&P.

"Stated Maturity," when used with respect to any Note, means, February 15, 2008.

"Subordinated Indebtedness" means Indebtedness of the Company that is
subordinated in right of payment by its terms or the terms of any document or
instrument or instrument relating thereto ("contractually") to the Notes in any
respect.

"Subordinated Refinancing Indebtedness" means Refinancing Indebtedness of the
Company that is Subordinated Indebtedness.

"Subsidiary,"with respect to any Person, means (1) a corporation a majority of
whose Equity Interests with voting power, under ordinary circumstances, to elect
directors is at the time, directly or indirectly, owned by such Person, by such
Person and one or more Subsidiaries of such Person or by one or more
Subsidiaries of such Person,(2) any other Person (other than a corporation) in
which such Person, one or more Subsidiaries of such Person, or such Person and
one or more Subsidiaries of such Person, directly or indirectly, at the date of
determination thereof has a majority ownership interest, or (3) a partnership in
which such Person or a Subsidiary of such Person is, at the time, a general
partner. Notwithstanding the foregoing, an Unrestricted Subsidiary shall not be
a Subsidiary of the Company or of any Subsidiary of the Company. Unless the
context requires otherwise, Subsidiary means each direct and indirect Subsidiary
of the Company.

"Treasury Rate" means, with respect to any redemption date, the rate per annum
equal to the semiannual yield to maturity of the Comparable Treasury Issue,
assuming 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.

"Unrestricted Subsidiary" means any subsidiary of the Company that does not
directly, indirectly or beneficially own any Principal Properties, or any
Capital Stock or Subordinated Indebtedness of, or own or hold any Lien on any
property of, the Company or any other Subsidiary of the Company and that, at the
time of determination, shall be an Unrestricted Subsidiary (as designated by the
Board of Directors of the Company); provided, that such Subsidiary at the time
of such designation (a) has no Recourse Indebtedness; (b) is not party to any
agreement, contract, arrangement or understanding with the Company or any
Subsidiary of the Company unless the terms of any such agreement, contract,
arrangement or understanding are

                                  Exhibit A-18



no less favorable to the Company or such Subsidiary than those that might be
obtained at the time from Persons who are not Affiliates of the Company; (c) is
a Person with respect to which neither the Company nor any of its Subsidiaries
has any direct or indirect obligation (x) to subscribe for additional Equity
Interests or (y) to maintain or preserve such Person's financial condition or to
cause such Person to achieve any specified levels of operating results; and (d)
has not guaranteed or otherwise directly or indirectly provided credit support
for any Indebtedness of the Company or any of its Subsidiaries. The Board of
Directors of the Company may designate any Unrestricted Subsidiary to be a
Subsidiary, provided, that (1) no Default or Event of Default is existing or
will occur as a consequence thereof and, unless the Applicable Covenants are
suspended at the time of such designation, (2) immediately after giving effect
to such designation, on a pro forma basis, the Company could incur at least
$1.00 of Indebtedness pursuant to the Debt Incurrence Ratio of Section 3.03.
Each such designation shall be evidenced by filing with the Trustee a certified
copy of the resolution giving effect to such designation and an Officers'
Certificate certifying that such designation complied with the foregoing
conditions.

"U.S. Government Obligations" means direct non-callable obligations of, or
noncallable obligations guaranteed by, the United States of America for the
payment of which obligation or guarantee the full faith and credit of the United
States of America is pledged.

"Voting Equity Interests" means Equity Interests which at the time are entitled
to vote in the election of, as applicable, directors, members or partners
generally.

"Wholly Owned Subsidiary" means a Subsidiary all the Equity Interests of which
(other than directors' qualifying Shares or any other holdings required by law)
are owned by the Company or one or more Wholly Owned Subsidiaries of the Company
or a combination thereof.

                                   ARTICLE II
                                   REDEMPTION

         SECTION 2.01   OPTIONAL REDEMPTION

At any time the Company may, at its option, redeem the Notes for cash, in whole
or in part, from time to time at a redemption price equal to the greater of (i)
101% of the principal amount of the Notes so redeemed, plus accrued and unpaid
interest to, but not including, the date of redemption, and (ii) the Make-Whole
Premium, plus, to the extent not included in the Make-Whole Premium, accrued and
unpaid interest to, but not including, the date of redemption.

Any redemption pursuant to this Section 2.01 shall be made pursuant to the
provisions of Sections 1102 through 1107 of the Base Indenture.

                                  ARTICLE III
                                   COVENANTS

         SECTION 3.01   REPURCHASE OF NOTES AT THE OPTION OF THE HOLDER UPON A
                        CHANGE OF CONTROL.

         (a)      In the event that a Change of Control has occurred, each
Holder of Notes will have the right, at such Holder's option, pursuant to an
offer (subject only to conditions required by

                                  Exhibit A-19



applicable law, if any) by the Company (the "Change of Control Offer"), to
require the Company to repurchase all or any part of such Holder's Notes
(provided, that the principal amount of such Notes must be $1,000 or an integral
multiple thereof) on a date (the "Change of Control Purchase Date") that is no
later than 35 Business Days after the occurrence of such Change of Control, at a
cash price equal to 101% of the principal amount thereof (the "Change of Control
Purchase Price"), together with accrued and unpaid interest, if any, to the
Change of Control Purchase Date.

         (b)      Notwithstanding the foregoing, the Company will not be
required to make a Change of Control Offer upon a Change of Control if a third
party makes the Change of Control Offer in the manner, at the times and
otherwise in compliance with the requirements set forth herein applicable to a
Change of Control Offer made by the Company and purchases all Notes validly
tendered and not withdrawn under such Change of Control Offer.

In the event that, pursuant to this Section 3.01, the Company shall be required
to commence a Change of Control Offer, the Company shall follow the procedures
set forth in this Section 3.01 as follows:

                  (1)      the Change of Control Offer shall commence within 10
         Business Days following the occurrence of a Change of Control;

                  (2)      the Change of Control Offer shall remain open for 20
         Business Days following its commencement (the "Change of Control Offer
         Period") or such other period as may be required by applicable law;

                  (3)      upon the expiration of the Change of Control Offer
         Period, the Company promptly shall purchase all of the properly
         tendered Notes at the Change of Control Purchase Price;

                  (4)      if the Change of Control Purchase Date is on or after
         an interest payment Record Date and on or before the associated
         Interest Payment Date, any accrued and unpaid interest due on such
         Interest Payment Date will be paid to the Person in whose name a Note
         is registered at the close of business on such Record Date on the
         corresponding Interest Payment Date;

                  (5)      the Company shall provide the Trustee and the Paying
         Agent with written notice of the Change of Control Offer at least three
         Business Days before the commencement of any Change of Control Offer;
         and

                  (6)      on or before the commencement of any Change of
         Control Offer, the Company or the Trustee (upon the request and at the
         expense of the Company) shall send, by first-class mail, a notice to
         each of the Securityholders, which (to the extent consistent with this
         Indenture) shall govern the terms of the Change of Control Offer and
         shall state:

                                  Exhibit A-20



                           (i)      that the Change of Control Offer is being
         made pursuant to this Section 3.01 and that all Notes, or portions
         thereof, tendered will be accepted for payment;

                           (ii)     the Change of Control Purchase Price
         (including the amount of accrued but unpaid interest) and the Change of
         Control Purchase Date;

                           (iii)    that any Note, or portion thereof, not
         tendered or accepted for payment will continue to accrue interest;

                           (iv)     that, unless the Company defaults in
         depositing cash with the Paying Agent in accordance with the
         penultimate paragraph of this Section 3.01, or such payment is
         prevented for any reason, any Note, or portion thereof, accepted for
         payment pursuant to the Change of Control Offer shall cease to accrue
         interest after the Change of Control Purchase Date;

                           (v)      that Holders electing to have a Note, or
         portion thereof, purchased pursuant to a Change of Control Offer will
         be required to surrender the Note, with the form entitled "Option of
         Holder to Elect Purchase" on the reverse of the Note completed, to the
         Paying Agent (which may not for purposes of this Section 3.01,
         notwithstanding anything in this Indenture to the contrary, be the
         Company or any Affiliate of the Company) at the address specified in
         the notice prior to the expiration of the Change of Control Offer;

                           (vi)     that Holders will be entitled to withdraw
         their election, in whole or in part, if the Paying Agent receives,
         prior to the expiration of the Change of Control Offer, a facsimile
         transmission or letter setting forth the name of the Holder, the
         principal amount of the Notes the Holder is withdrawing and a statement
         containing a facsimile signature and stating that such Holder is
         withdrawing his election to have such principal amount of Notes
         purchased;

                           (vii)    that Holders whose Notes are purchased only
         in part will be issued new Notes equal in principal amount to the
         unpurchased portion of the Notes surrendered; and

                           (viii)   a brief description of the events resulting
         in such Change of Control.

         (c)      On or before the Change of Control Purchase Date, the Company
shall: (i) accept for payment Notes or portions thereof properly tendered
pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an
amount in cash sufficient to pay the Change of Control Purchase Price (together
with accrued and unpaid interest, if any) of all Notes so tendered; and (iii)
deliver to the Trustee the Notes so accepted together with an Officers'
Certificate listing the Notes or portions thereof being purchased by the
Company.

         (d)      The Paying Agent promptly shall pay the Holders of Notes so
accepted an amount equal to the Change of Control Purchase Price (together with
accrued and unpaid interest, if any),

                                  Exhibit A-21



and the Trustee promptly will authenticate and deliver to such Holders a new
Note equal in principal amount to any unpurchased portion of the Note
surrendered. Any Notes not so accepted will be delivered promptly by the Company
to the Holder thereof. The Company publicly will announce the results of the
Change of Control Offer on or as soon as practicable after the Change of Control
Purchase Date.

         (e)      Any Change of Control Offer shall be made in compliance with
all applicable laws, rules and regulations, including, if applicable, Regulation
14E under the Exchange Act and the rules thereunder and all other applicable
Federal and state securities laws. To the extent that the provisions of any
securities laws or regulations conflict with the provisions of this Section
3.01, the Company's compliance or compliance by any of the Guarantors with such
laws and regulations shall not in and of itself cause a breach of their
obligations under this Section 3.01.

         SECTION 3.02   LIMITATION ON SALES OF ASSETS AND SUBSIDIARY STOCK

         (a)      The Company shall not and shall not permit any of its
Subsidiaries to, in one or a series of related transactions, convey, sell,
transfer, assign or otherwise dispose of, directly or indirectly, any of their
property, business or assets, including by merger or consolidation (in the case
of one of the Company's Subsidiaries), and including any sale or other transfer
or issuance of any Equity Interests of any of the Company's Subsidiaries or
Unrestricted Subsidiaries, whether by the Company or one of its Subsidiaries or
through the issuance, sale or transfer of Equity Interests by one of the
Company's Subsidiaries and including any sale and leaseback transaction (any of
the foregoing, an "Asset Sale"), unless:

         (1)      at least 75% of the total consideration for such Asset Sale or
         series of related Asset Sales consists of cash or Cash Equivalents or
         Related Business Assets; and

         (2)      the Company receives or such Subsidiary receives, as
         applicable, fair market value for such Asset Sale, such determination
         to be made in good faith by the Company's Board of Directors.

         Solely for purposes of subclause (1) of this clause (a), total
consideration received means the total consideration received for such Asset
Sales minus the amount of, (i) Purchase Money Indebtedness secured solely by the
assets sold and assumed by a transferee; provided, that the Company is and the
Company's Subsidiaries are fully released from obligations in connection
therewith and (ii) property that within 90 days of such Asset Sale is converted
into cash or Cash Equivalents; provided, that such cash and Cash Equivalents
shall be treated as Net Cash Proceeds attributable to the original Asset Sale
for which such property was received.

         (b)      Within 360 days following such Asset Sale, the Net Cash
Proceeds therefrom are:

                  (1)      invested (or committed, pursuant to a binding
         commitment subject only to reasonable, customary closing conditions, to
         be invested, and in fact is so invested, within an additional 90 days)
         in Related Business Assets and property (except in connection with the
         acquisition of a Wholly Owned Subsidiary in a Related Business, other
         than notes, bonds, obligations and securities) or make Restricted
         Investments permitted by Section 3.04 or Permitted Investments other

                                  Exhibit A-22



         than clauses (a), (b), (d) and (e) of the definition thereof, which in
         the Company's good faith reasonable judgment will immediately
         constitute or be a part of a Related Business of the Company or such
         Subsidiary (if it continues to be a Subsidiary) immediately following
         such transaction, or

                  (2)      used to retire Indebtedness outstanding under the
         Credit Agreement or any Foreign Subsidiary Credit Agreement or any
         Purchase Money Indebtedness secured by the asset which was the subject
         of the Asset Sale and, to permanently reduce (in the case of
         Indebtedness that is not Purchase Money Indebtedness) the amount of
         such Indebtedness outstanding on the Issue Date or permitted pursuant
         to paragraph (b), or (d), as applicable, of Section 3.03 (including
         that in the case of a revolver or similar arrangement that makes credit
         available, such commitment is so permanently reduced by such amount),
         or

                  (3)      applied to the optional redemption of the Notes in
         accordance with the terms hereof and the Company's other Indebtedness
         ranking on a parity with the Notes and with similar provisions
         requiring the Company to repurchase such Indebtedness with the proceeds
         from such Asset Sale, pro rata in proportion to the respective
         principal amounts (or accreted values in the case of Indebtedness
         issued with an original issue discount) of the Notes and such other
         Indebtedness then outstanding,

except that, in the case of each of the provisions of subclauses (1) and (2) of
this clause (b), only proceeds from an Asset Sale of assets or capital stock of
a Foreign Subsidiary may be invested in or used to retire Indebtedness of a
Foreign Subsidiary. Pending the final application of any Net Cash Proceeds, the
Company may temporarily reduce revolving credit borrowings or otherwise invest
the Net Cash Proceeds in any manner that is not prohibited by this Indenture.

         (c)      Pending the final application of any Net Cash Proceeds, the
Company may temporarily reduce revolving credit borrowings or otherwise invest
the Net Cash Proceeds in any manner that is not prohibited by this Indenture.

         (d)      The accumulated Net Cash Proceeds from Asset Sales not applied
as set forth in subclause (1), (2) or (3) of the preceding clause (b) of this
Section 3.02 shall constitute "Excess Proceeds". Within 30 days after the date
that the amount of Excess Proceeds exceeds $15,000,000, which date will not be
prior to 390 days subsequent to the Asset Sale that generated such Excess
Proceeds, the Company shall apply the Excess Proceeds (the "Asset Sale Offer
Amount") to the repurchase of the Notes and such other Indebtedness ranking on a
parity with the Notes and with similar provisions requiring the Company to make
an offer to purchase such Indebtedness with the proceeds from such Asset Sale
pursuant to a cash offer (subject only to conditions required by applicable law,
if any) (pro rata in proportion to the respective principal amounts (or accreted
values in the case of Indebtedness issued with an original issue discount) of
the Notes and such other Indebtedness then outstanding) (the "Asset Sale Offer")
at a purchase price of 100% of the principal amount (or accreted value in the
case of Indebtedness issued with an original issue discount) (the "Asset Sale
Offer Price") together with accrued and unpaid interest, if any, to the date of
payment. Each Asset Sale Offer shall remain open for 20 Business Days following
its commencement (the "Asset Sale Offer Period").

                                  Exhibit A-23



         (e)      Upon expiration of the Asset Sale Offer Period, the Company
shall apply the Asset Sale Offer Amount plus an amount equal to accrued and
unpaid interest, if any, to the purchase of all Indebtedness properly tendered
in accordance with the provisions hereof (on a pro rata basis if the Asset Sale
Offer Amount is insufficient to purchase all Indebtedness so tendered) at the
Asset Sale Offer Price (together with accrued interest). To the extent that the
aggregate amount of Notes and such other pari passu Indebtedness tendered
pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the
Company may invest any remaining Net Cash Proceeds as otherwise permitted by
this Indenture and following the consummation of each Asset Sale Offer the
Excess Proceeds amount shall be reset to zero.

         (f)      Notwithstanding, and without complying with, the provisions of
this Section 3.02:

                  (1)      the Company may and the Company's Subsidiaries may,
         in the ordinary course of business, (a) convey, sell, transfer, assign
         or otherwise dispose of inventory and other assets acquired and held
         for resale in the ordinary course of business and (b) liquidate Cash
         Equivalents;

                  (2)      the Company may and the Company's Subsidiaries may
         convey, sell, transfer, assign or otherwise dispose of assets pursuant
         to and in accordance with Section 4.01 hereof;

                  (3)      the Company may and the Company's Subsidiaries may
         sell or dispose of damaged, worn out or other obsolete property in the
         ordinary course of business so long as such property is no longer
         necessary for the proper conduct of the Company's business or the
         business of such Subsidiary, as applicable;

                  (4)      the Company may and the Company's Subsidiaries may
         convey, sell, transfer, assign or otherwise dispose of assets to the
         Company or any of the Company's Subsidiaries;

                  (5)      the Company may and the Company's Subsidiaries may,
         in the ordinary course of business, convey, sell transfer, assign, or
         otherwise dispose of assets (or related assets or in related
         transactions) with a fair market value of less than $10,000,000;

                  (6)      the Company may and each of the Company's
         Subsidiaries may surrender or waive contract rights or settle, release
         or surrender contract, tort or other litigation claims in the ordinary
         course of business or grant Liens (and permit foreclosure thereon) not
         prohibited by this Indenture;

                  (7)      the Company may and the Company's Subsidiaries may
         sell accounts receivable and related assets of the type specified in
         the definition of Qualified Receivables Transaction to a Receivable
         Subsidiary for the fair market value thereof, but in any case including
         cash in an amount at least equal to 75% of the book value thereof as
         determined in accordance with GAAP, and a Receivable Subsidiary may
         transfer accounts receivable and related assets of the type

                                  Exhibit A-24



         specified in the definition of Qualified Receivables Transaction (or a
         fractional undivided interest therein) in a Qualified Receivables
         Transaction;

                  (8)      the Company may and the Company's Subsidiaries may
         make Permitted Investments (excluding clauses (a), (b) and (e) in the
         definition thereof) and Restricted Investments under Section 3.04 and

                  (9)      the Company may and the Company's Subsidiaries may
         exchange assets held by the Company or such Subsidiaries for assets
         held by any Person or entity; provided, that (a) the assets received by
         the Company or such Subsidiaries in any such exchange in the Company's
         good faith reasonable judgment will immediately constitute, be a part
         of, or be used in, a Related Business of the Company or such
         Subsidiaries, (b) the Company has determined that the terms of any
         exchange are fair and reasonable, (c) any such exchange shall be deemed
         to be an Asset Sale to the extent that the Company or any of the
         Company's Subsidiaries receives cash or Cash Equivalents in such
         exchange, and (d) that, in the case of a transaction exceeding
         $10,000,000 of consideration to any party thereto, the Company shall
         have obtained a favorable written opinion by an independent financial
         advisor of national reputation in the United States as to the fairness
         from a financial point of view to the Company or such Subsidiaries of
         the proposed transaction.

         (g)      All Net Cash Proceeds from an Event of Loss (other than the
proceeds of any business interruption insurance) shall be reinvested or used as
otherwise provided above in clauses (a)(1) or (a)(2) of this Section 3.02.

         (h)      To the extent that the provisions of any securities laws or
regulations conflict with the provisions of this Section 3.02, the Company's
compliance or the compliance of any of the Company's Subsidiaries with such laws
and regulations shall not in and of itself cause a breach of the Company's
obligations under this Section 3.02.

If the payment date in connection with an Asset Sale Offer hereunder is on or
after an interest payment Record Date and on or before the associated Interest
Payment Date, any accrued and unpaid interest due on such Interest Payment Date
will be paid to the Person in whose name a Note is registered at the close of
business on such Record Date.

         (i)      Notice of an Asset Sale Offer shall be sent, on or prior to
the commencement of the Asset Sale Offer, by first-class mail, by the Company to
each Holder at its registered address, with a copy to the Trustee. The notice to
the Holders shall contain all information, instructions and materials required
by applicable law or otherwise material to such Holders' decision to tender
Notes pursuant to the Asset Sale Offer. The notice, which (to the extent
consistent with this Indenture) shall govern the terms of an Asset Sale Offer,
shall state:

                  (1)      that the Asset Sale Offer is being made pursuant to
         such notice and this Section 3.02;

                                  Exhibit A-25



                  (2)      the Asset Sale Offer Amount, the Asset Sale Offer
         Price (including the amount of accrued but unpaid interest), and the
         date of purchase;

                  (3)      that any Note or portion thereof not tendered or
         accepted for payment will continue to accrue interest if interest is
         then accruing;

                  (4)      that, unless the Company defaults in depositing cash
         with the Paying Agent (which may not for purposes of this Section 3.02,
         notwithstanding anything in this Indenture to the contrary, be the
         Company or any Affiliate of the Company) in accordance with the last
         paragraph of this Section 3.02, any Note, or portion thereof, accepted
         for payment pursuant to the Asset Sale Offer shall cease to accrue
         interest after the payment date in connection with an Asset Sale;

                  (5)      that Holders electing to have a Note, or portion
         thereof, purchased pursuant to an Asset Sale Offer will be required to
         surrender their Note, with the form entitled "Option of Holder to Elect
         Purchase" on the reverse of the Note completed, to the Paying Agent
         (which may not for purposes of this Section 3.02, notwithstanding any
         other provision hereof, be the Company or any Affiliate of the Company)
         at the address specified in the notice;

                  (6)      that Holders will be entitled to withdraw their
         elections, in whole or in part, if the Paying Agent receives, prior to
         the expiration of the Asset Sale Offer, a facsimile transmission or
         letter setting forth the name of the Holder, the principal amount of
         the Notes the Holder is withdrawing and a statement containing a
         facsimile signature and stating that such Holder is withdrawing his
         election to have such principal amount of the Notes purchased;

                  (7)      that if Indebtedness in an aggregate principal amount
         in excess of the aggregate principal amount of Notes to be acquired
         pursuant to the Asset Sale Offer is tendered and not withdrawn, the
         Company shall purchase such Indebtedness on a pro rata basis in
         proportion to the respective principal amounts (or accreted values in
         the case of Indebtedness issued with an original issue discount)
         thereof (with such adjustments as may be deemed appropriate by the
         Company so that only Notes in denominations of $1,000 or integral
         multiples of $1,000 shall be acquired);

                  (8)      that Holders whose Notes were purchased only in part
         will be issued new Notes equal in principal amount to the unpurchased
         portion of the Notes surrendered; and

                  (9)      the circumstances and relevant facts regarding such
         Asset Sale.

On or before the date of purchase, the Company shall (i) accept for payment
Notes or portions thereof properly tendered pursuant to the Asset Sale Offer (on
a pro rata basis if required pursuant to clause (i)(7) above), (ii) deposit with
the Paying Agent cash sufficient to pay the Asset Sale Offer Price for all Notes
or portions thereof so accepted and (iii) deliver to the Trustee Notes so
accepted together with an Officers' Certificate setting forth the Notes or
portions

                                  Exhibit A-26



thereof being purchased by the Company. The Paying Agent shall promptly mail or
deliver to Holders of Notes so accepted payment in an amount equal to the Asset
Sale Offer Price for such Notes, and the Trustee shall promptly authenticate and
mail or deliver to such Holders a new Note equal in principal amount to any
unpurchased portion of the Note surrendered. Any Notes not so accepted shall be
promptly mailed or delivered by the Company to the Holder thereof.

         SECTION 3.03   LIMITATION ON INCURRENCE OF ADDITIONAL INDEBTEDNESS AND
                        DISQUALIFIED CAPITAL STOCK

         (a)      Except as set forth in this Section 3.03, the Company shall
not and shall not permit any of its Subsidiaries to, directly or indirectly,
issue, assume, guarantee, incur, become directly or indirectly liable with
respect to (including as a result of an Acquisition), or otherwise become
responsible for, contingently or otherwise (individually and collectively, to
"incur" or, as appropriate, an "incurrence"), any Indebtedness (including
Disqualified Capital Stock and Acquired Indebtedness), other than Permitted
Indebtedness.

         (b)      Notwithstanding the foregoing if: (1) no Default or Event of
Default shall have occurred and be continuing at the time of, or would occur
after giving effect on a pro forma basis to, such incurrence of Indebtedness and
(2) on the date of such incurrence (the "Incurrence Date"), the Company's
Consolidated Coverage Ratio for the Reference Period immediately preceding the
Incurrence Date, after giving effect on a pro forma basis to such incurrence of
such Indebtedness and, to the extent set forth in the definition of Consolidated
Coverage Ratio, the use of proceeds thereof, would be at least 2.0 to 1.0 (the
"Debt Incurrence Ratio"), then the Company may incur such Indebtedness
(including Disqualified Capital Stock).

         (c)      In addition, the foregoing limitations of clause (a) of this
Section 3.03 will not prohibit:

                  (1)      the Company's incurrence or the incurrence by any
         Subsidiary of Purchase Money Indebtedness; provided, that (i) the
         aggregate amount of such Indebtedness incurred and outstanding at any
         time pursuant to this paragraph (a) (plus any Refinancing Indebtedness
         issued to retire, defease, refinance, replace or refund such
         Indebtedness) shall not exceed $50,000,000; and (ii) in each case, such
         Indebtedness shall not constitute more than 100% of the Company's cost
         or the cost to such Subsidiary (determined in accordance with GAAP in
         good faith by the Board of Directors of the Company), as applicable, of
         the property so purchased, constructed, improved or leased;

                  (2)      the Company's incurrence or the incurrence by any of
         its Subsidiaries of Indebtedness in an aggregate amount incurred and
         outstanding at any time pursuant to this paragraph (2) (plus any
         Refinancing Indebtedness incurred to retire, defease, refinance,
         replace or refund such Indebtedness) of up to $15,000,000 (or the
         equivalent thereof, at the time of incurrence, in the applicable
         foreign currencies);

                  (3)      the Company's incurrence or the incurrence by any of
         its Subsidiaries of Indebtedness pursuant to the Credit Agreement in an
         aggregate amount

                                  Exhibit A-27



         incurred and outstanding at any time pursuant to this paragraph (3) of
         up to (x) the greater of (i) $429,000,000 and (ii) the sum of (A) 50%
         of the net book value of the inventory of the Company and its Domestic
         Subsidiaries and (B) 75% of the net book value of the accounts
         receivables of the Company and its Domestic Subsidiaries and Canadian
         Subsidiaries, in each case determined on a consolidated basis in
         accordance with GAAP, minus (y) the amount of any such Indebtedness
         retired with the Net Cash Proceeds from any Asset Sale applied to
         permanently reduce the outstanding amounts or the commitments with
         respect to such Indebtedness pursuant to the first paragraph of Section
         3.02 and

                  (4)      the incurrence by Foreign Subsidiaries of
         Indebtedness pursuant to Foreign Subsidiary Credit Agreements, and,
         without duplication, any guarantee by the Company of Indebtedness of
         Foreign Subsidiaries pursuant to Foreign Subsidiary Credit Agreements,
         in an aggregate principal amount incurred and outstanding at any time
         pursuant to this paragraph (4) (plus any Refinancing Indebtedness
         incurred to retire, defease, refinance, replace or refund such
         Indebtedness) of up to $ 100,000,000 (or the equivalent thereof, at the
         time of incurrence, in the applicable foreign currency), minus the
         amount of any such Indebtedness (i) retired with the Net Cash Proceeds
         from any Asset Sale applied to permanently reduce the outstanding
         amounts or the commitments with respect to such Indebtedness pursuant
         to clause (b)(2) of Section 3.02 or (ii) assumed by a transferee of an
         Asset Sale so long as neither the Company nor such Foreign Subsidiary
         continues to be an obligor under such Indebtedness.

         (d)      Indebtedness (including Disqualified Capital Stock) of any
Person which is outstanding at the time such Person becomes one of the Company's
Subsidiaries (including upon designation of any subsidiary or other Person as a
Subsidiary) or is merged with or into or consolidated with the Company or one of
the Company's Subsidiaries shall be deemed to have been incurred at the time
such Person becomes or is designated one of the Company's Subsidiaries or is
merged with or into or consolidated with the Company or one of the Company's
Subsidiaries as applicable.

         (e)      Notwithstanding any other provision of this Section 3.03, but
only to avoid duplication, a guarantee of the Company's Indebtedness or of the
Indebtedness of another Subsidiary incurred in accordance with the terms hereof
(other than Indebtedness incurred pursuant to clause (a) and (d) of the
definition herein of "Permitted Indebtedness") issued at the time such
Indebtedness was incurred or if later at the time the guarantor thereof became
one of the Company's Subsidiaries will not constitute a separate incurrence, or
amount outstanding, of Indebtedness. Upon each incurrence the Company may
designate pursuant to which provision of this Section 3.03 such Indebtedness is
being incurred and the Company may subdivide an amount of Indebtedness and
designate more than one provision pursuant to which such amount of Indebtedness
is being incurred and such Indebtedness shall not be deemed to have been
incurred or outstanding under any other provision of this Section 3.03, except
as stated otherwise in the foregoing provisions.

                                  Exhibit A-28



         (f)      Notwithstanding anything contained herein to the contrary, the
Company shalll not incur any Indebtedness that is contractually subordinate to
any of the Company's other Indebtedness unless such Indebtedness is at least as
contractually subordinate to the Notes.

         SECTION 3.04   LIMITATION ON RESTRICTED PAYMENTS

The Company shall not and shall not permit any of its Subsidiaries to, directly
or indirectly, make any Restricted Payment if, after giving effect to such
Restricted Payment on a pro forma basis:

(1)      a Default or an Event of Default shall have occurred and be continuing;

(2)      the Company is not permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Debt Incurrence Ratio; or

(3)      the aggregate amount of all Restricted Payments made by the Company and
its Subsidiaries, including after giving effect to such proposed Restricted
Payment, on and after the Issue Date, would exceed, without duplication, the sum
of:

(a)      50% of the Company's aggregate Consolidated Net Income for the period
(taken as one accounting period), commencing on the first day of the first full
fiscal quarter commencing after the Issue Date, to and including the last day of
the fiscal quarter ended immediately prior to the date of each such calculation
for which the Company's consolidated financial statements are required to be
delivered to the Trustee or, if sooner, filed with the SEC (or, in the event
Consolidated Net Income for such period is a deficit, then minus 100% of such
deficit); plus

(b)      the aggregate Net Cash Proceeds received by the Company from the
issuance or sale of its Qualified Capital Stock (other than (i) to one of the
Company's Subsidiaries and (ii) to the extent applied in connection with a
Qualified Exchange or a Permitted Investment pursuant to clause (e) of the
definition thereof or, to avoid duplication, otherwise given credit for in any
provision of paragraph (c) below), after the Issue Date; plus

(c)      except in each case, in order to avoid duplication, to the extent any
such payment or proceeds have been included in the calculation of Consolidated
Net Income, an amount equal to the net reduction in Investments (other than
returns of or from Permitted Investments) in any Person resulting from cash
distributions on or cash repayments of any Investments, including payments of
interest on Indebtedness, dividends, repayments of loans or advances, or other
distributions or other transfers of assets, in each case to the Company or any
Subsidiary or from the Net Cash Proceeds from the sale of any such Investment or
from redesignations of Unrestricted Subsidiaries as Subsidiaries (valued in each
case as provided in the definition of "Investments"), not to exceed, in each
case, the amount of Investments previously made by the Company or any Subsidiary
in such Person, including, if applicable, such Unrestricted Subsidiary, less the
cost of disposition.

The foregoing clauses (2) and (3) of the immediately preceding paragraph of this
Section 3.04, however, shall not prohibit:

         (v)      Restricted Payments in an aggregate amount not to exceed
         $5,000,000 pursuant to this clause (v); and

                                  Exhibit A-29



         (w)      repurchases of Capital Stock from the Company's employees or
         directors (or their heirs or estates) or employees or directors (or
         their heirs or estates) of its Subsidiaries upon the death, disability
         or termination of employment in an aggregate amount to all employees or
         directors (or their heirs or estates) not to exceed pursuant to this
         clause (w) (i) $10,000,000 in any fiscal year or (ii) $30,000,000 in
         the aggregate on and after the Issue Date, plus, in each case, the Net
         Cash Proceeds to the Company from the sale of the Company's Qualified
         Capital Stock to directors, executive officers, members of the
         management or employees of the Company or any of its Subsidiaries, in
         the case of (i) in such fiscal year, and in the case of (ii) on and
         after the Issue Date pursuant to this clause (w);

and the foregoing clause (1), (2) and (3) of the immediately preceding paragraph
of this Section 3.04 shall not prohibit:

         (x)      any dividend, distribution or other payments by any of the
         Company's Subsidiaries on its Equity Interests that is paid pro rata to
         all holders of such Equity Interests;

         (y)      a Qualified Exchange; or

         (z)      the payment of any dividend on Qualified Capital Stock within
         60 days after the date of its declaration if such dividend could have
         been made on the date of such declaration in compliance with the
         foregoing provisions.

The full amount of any Restricted Payment made pursuant to the foregoing clauses
(v), (w), (x) and (z) (but not pursuant to clause (y)) of the immediately
preceding sentence, however, will be counted as Restricted Payments made for
purposes of the calculation of the aggregate amount of Restricted Payments
available to be made referred to in clause (3) of the first paragraph of this
Section 3.04.

For purposes of this Section 3.04, the amount of any Restricted Payment made or
returned, if other than in cash, shall be the fair market value thereof, as
determined in the good faith reasonable judgment of the Company's Board of
Directors, unless stated otherwise, at the time made or returned, as applicable.
Additionally, within 10 days of each Restricted Payment, the Company shall
deliver an Officers' Certificate to the Trustee describing in reasonable detail
the nature of such Restricted Payment in excess of $500,000 that is not a
Restricted Investment, stating the amount of such Restricted Payment, stating in
reasonable detail the provisions hereof pursuant to which such Restricted
Payment was made and certifying that such Restricted Payment was made in
compliance with the terms hereof.

         SECTION 3.05   LIMITATIONS ON DIVIDENDS AND OTHER PAYMENT RESTRICTIONS
                        AFFECTING SUBSIDIARIES

                                  Exhibit A-30



The Company shall not and shall not permit any of its Subsidiaries to, directly
or indirectly, create, assume or suffer to exist any consensual restriction on
the ability of any Subsidiary of the Company to pay dividends or make other
distributions to or on behalf of, or to pay any obligation to or on behalf of,
or otherwise to transfer assets or property to or on behalf of, or to make or
pay loans or advances to or on behalf of, the Company, except:

(1)      restrictions imposed by the Notes or this Indenture or by the Company's
other Indebtedness ranking pari passu with the Notes; provided, that such
restrictions are not materially more restrictive taken as a whole than those
imposed by this Indenture and the Notes;

(2)      restrictions imposed by applicable law;

(3)      existing restrictions under Existing Indebtedness or Excluded
Indebtedness;

(4)      restrictions under any Acquired Indebtedness not incurred in violation
hereof or any agreement (including any Equity Interest) relating to any
property, asset, or business acquired by the Company or any of its Subsidiaries,
which restrictions in each case existed at the time of acquisition, were not put
in place in connection with or in anticipation of such acquisition and are not
applicable to any Person, other than the Person acquired, or to any property,
asset or business, other than the property, assets and business so acquired;

(5)      any restriction imposed by Indebtedness incurred under the Credit
Agreement pursuant to clause (c)(3) of Section 3.03; provided, that such
restriction or requirement is no more restrictive taken as a whole than that
imposed by the Credit Agreement as of the Issue Date;

(6)      restrictions with respect solely to any of the Company's Subsidiaries
imposed pursuant to a binding agreement which has been entered into for the sale
or disposition of all of the Equity Interests or assets of such Subsidiary;
provided, that such restrictions apply solely to the Equity Interests or assets
of such Subsidiary which are being sold;

(7)      restrictions on transfer contained in Purchase Money Indebtedness
incurred pursuant to clause (a) of Section 3.03; provided, that such
restrictions relate only to the transfer of the property acquired with the
proceeds of such Purchase Money Indebtedness;

(8)      in connection with and pursuant to permitted Refinancings, replacements
of restrictions imposed pursuant to clauses (1), (3), (4) or (7) or this clause
(8) of this paragraph that are not materially more restrictive than those being
replaced and do not apply to any other Person or assets than those that would
have been covered by the restrictions in the Indebtedness so refinanced;

(9)      restrictions contained in Indebtedness or other contractual
requirements of a Receivables Subsidiary in connection with a Qualified
Receivables Transaction; provided, that such restrictions apply only to such
Receivables Subsidiary;

(10)     restrictions contained in Indebtedness incurred by a Foreign Subsidiary
in accordance with Section 3.03; provided, that such restrictions relate only to
one or more Foreign Subsidiaries, and

                                  Exhibit A-31



(11)     with respect to any Subsidiary of the Company, contained in the terms
of any Indebtedness or any Disqualified Capital Stock or any agreement pursuant
to which such Indebtedness or Disqualified Capital Stock was issued if:

         (a)      the encumbrance or restriction applies only in the event of a
payment default or a default with respect to a financial covenant contained in
such Indebtedness or agreement;

         (b)      the encumbrance or restriction is not materially more
disadvantageous to the Holders of the Notes than is customary in comparable
financings, as determined by the Company; and

         (c)      the Company determines that any such encumbrance or
restriction will not materially affect the Company's ability to make scheduled
principal or interest payments on the Notes as determined in good faith by the
Company's Board of Directors, whose determination shall be conclusive.

Notwithstanding the foregoing, (a) customary provisions restricting subletting
or assignment of any lease entered into in the ordinary course of business,
consistent with industry practice and (b) any asset subject to a Lien which is
not prohibited to exist with respect to such asset pursuant to the terms hereof
may be subject to customary restrictions on the transfer or disposition thereof
pursuant to such Lien.

         SECTION 3.06   LIMITATION ON LIENS SECURING INDEBTEDNESS

the Company will not and will not permit any of the Company's Subsidiaries to,
create, incur, assume or suffer to exist any Lien of any kind securing any of
the Company's Indebtedness, or any Indebtedness of any of the Company's
Subsidiaries, other than Permitted Liens, upon any of the Company or the
Company's Subsidiaries' respective assets now owned or acquired on or after the
Issue Date, or upon any income or profits therefrom, unless the Company
provides, and cause the Company's Subsidiaries to provide, concurrently
therewith, that the Notes are equally and ratably so secured; provided, that if
such Indebtedness is Subordinated Indebtedness, the Lien securing such
Subordinated Indebtedness shall be contractually subordinate and junior to the
Lien securing the Notes with the same relative priority as such Subordinated
Indebtedness shall have with respect to the Notes, and provided, further, that
this Section 3.06 shall not be applicable to any Liens securing any such
Indebtedness which became the Company's Indebtedness pursuant to a transaction
subject to the provisions of Section 4.01 or which constitutes Acquired
Indebtedness and which in either case were in existence at the time of such
transaction (unless such Indebtedness was incurred or such Lien created in
connection with or in contemplation of, such transaction), so long as such Liens
do not extend to or cover any of the Company's property or assets or any
property or assets of any of the Company's Subsidiaries other than property or
assets acquired in such transaction.

         SECTION 3.07   LIMITATION ON TRANSACTIONS WITH AFFILIATES

Neither the Company nor any of its Subsidiaries shall on or after the Issue Date
enter into or suffer to exist any contract, agreement, arrangement or
transaction with any Affiliate (an "Affiliate Transaction"), or any series of
related Affiliate Transactions (other than Exempted

                                  Exhibit A-32



Affiliate Transactions) unless: (1) it is determined that the terms of such
Affiliate Transaction are fair and reasonable to the Company, and no less
favorable to the Company than could have been obtained in an arm's length
transaction with a non-Affiliate, and (2) if involving consideration to either
party in excess of $3,000,000, such Affiliate Transaction(s) has been approved
by a majority of the members of the Company's Board of Directors that are
disinterested in such transaction, if there are any directors who are so
disinterested, and (3) if involving consideration to either party in excess of
$10,000,000, unless, in addition the Company, prior to the consummation thereof,
obtains a written favorable opinion as to the fairness of such transaction to
the Company from a financial point of view from an independent investment
banking firm of national reputation in the United States or, if pertaining to a
matter for which such investment banking firms do not customarily render such
opinions, an accounting, appraisal or valuation firm of national reputation in
the United States.

Within 10 days of any Affiliate Transaction(s) involving consideration to either
party of $500,000 or more, the Company shall deliver to the Trustee an Officers'
Certificate addressed to the Trustee certifying that such Affiliate Transaction
(or Transactions) complied with clause (1), (2), and (3), of this Section 3.07,
as applicable.

         SECTION 3.08   LIMITATIONS ON LINES OF BUSINESS

Neither the Company nor any of its Subsidiaries shall directly or indirectly
engage to any substantial extent in any line or lines of business activity other
than that which, in the reasonable good faith judgment of the Company's Board of
Directors, is a Related Business.

         SECTION 3.09   SUBSIDIARY GUARANTORS; RELEASE

         (a)      The Company will cause all present and future Subsidiaries of
the Company that guarantee or otherwise become liable for any Indebtedness of
the Company to jointly and severally, irrevocably and unconditionally, guarantee
all principal, premium, if any, and interest on the Notes on a non-subordinated
basis on or prior to the time such Subsidiaries guarantee such Indebtedness.
Notwithstanding anything herein or in this Indenture to the contrary, if any
Subsidiary of the Company guarantees any of the Company's Indebtedness, or the
Company or any Subsidiary of the Company, individually or collectively, pledges
more than 66% of the Voting Equity Interests of a Subsidiary to a lender to
secure the Company's Indebtedness, other than pursuant to a Permitted Lien, then
such Subsidiary must become a Guarantor.

         (b)      No Guarantor will consolidate or merge with or into (whether
or not such Guarantor is the surviving Person) another Person unless, (1)
subject to the provisions of the following paragraph and the other provisions
hereof, the Person formed by or surviving any such consolidation or merger (if
other than such Guarantor) assumes all the obligations of such Guarantor
pursuant to a supplemental indenture in form reasonably satisfactory to the
Trustee, pursuant to which such Person shall guarantee, on an unsubordinated
basis, all of such Guarantor's obligations under such Guarantor's Guarantee on
the terms set forth in this Indenture; and (2) immediately before and
immediately after giving effect to such transaction on a pro forma basis, no
Default or Event of Default shall have occurred or be continuing. The provisions
of the covenant shall not apply to the merger of any Guarantors with and into
each other or with or into the Company.

                                  Exhibit A-33



         (c)      Upon the sale or disposition (including by merger or stock
purchase) of a Guarantor (as an entirety) to an entity which is not and is not
required to become a Guarantor, or the designation of a Subsidiary to become an
Unrestricted Subsidiary, which transaction is otherwise in compliance with the
provisions hereof (including, without limitation, the provisions of Section
3.02), such Guarantor will be deemed released from its obligations under its
Guarantee of the Notes; provided, however, that any such termination shall occur
only to the extent that all obligations of such Guarantor under all of its
guarantees of, and under all of its pledges of assets or other security
interests which secure, any of the Company's Indebtedness or any Indebtedness of
any other of the Company's Subsidiaries shall also terminate upon such release,
sale or transfer and none of its Equity Interests are pledged for the benefit of
any holder of any of the Company's Indebtedness or any Indebtedness of any of
the Company's Subsidiaries.

         SECTION 3.10   LIMITATION ON STATUS AS INVESTMENT COMPANY

Neither the Company nor any of its Subsidiaries shall become required to
register as an "investment company" (as that term is defined in the Investment
Company Act of 1940, as amended), or from otherwise becoming subject to
regulation under the Investment Company Act.

                                   ARTICLE IV
                              SUCCESSOR CORPORATION

         SECTION 4.01   LIMITATION ON MERGER, SALE OR CONSOLIDATION

The Company shall not consolidate with or merge with or into another Person or,
directly or indirectly, sell, lease, convey or transfer all or substantially all
of its assets (such amounts to be computed on a consolidated basis), whether in
a single transaction or a series of related transactions, to another Person or
group of affiliated Persons, unless:

                  (1)      either (a) the Company is the continuing entity or
         (b) the resulting, surviving or transferee entity or, in the case of a
         plan of liquidation, the entity which receives the greatest value from
         such plan of liquidation is a corporation organized under the laws of
         the United States, any state thereof or the District of Columbia and
         expressly assumes by supplemental indenture all of the Company's
         obligations in connection with the Notes and this Indenture;

                  (2)      no Default or Event of Default shall exist or shall
         occur immediately after giving effect on a pro forma basis to such
         transaction; and

                  (3)      unless the Applicable Covenants are not applicable at
         the time of such transaction, or unless such transaction is solely the
         merger of the Company and one of the Company's previously existing
         Wholly Owned Subsidiaries for the purpose of reincorporation into
         another jurisdiction and which transaction is not for the purpose of
         evading this provision and not in connection with any other
         transaction, immediately after giving effect to such transaction on a
         pro forma basis, the consolidated resulting, surviving or transferee
         entity would immediately thereafter be permitted to incur at least
         $1.00 of additional Indebtedness pursuant to the Debt

                                  Exhibit A-34



         Incurrence Ratio or, if not, the Debt Incurrence Ratio on a pro forma
         basis is at least equal to the Debt Incurrence Ratio immediately prior
         thereto.

For purposes of the foregoing, the transfer (by lease, assignment, sale or
otherwise) of all or substantially all of the properties and assets of one or
more Subsidiaries, the Company's interest in which constitutes all or
substantially all of the Company's properties and assets, shall be deemed to be
the transfer of all or substantially all of the Company's properties and assets.

         SECTION 4.02   SUCCESSOR CORPORATION SUBSTITUTED

Upon any consolidation or merger or any transfer of all or substantially all of
the assets of the Company in accordance with Section 4.01, the successor entity
formed by such consolidation or into which the Company is merged or to which
such transfer is made shall succeed to and (except in the case of a lease or any
transfer of all or substantially all of the Company's assets) be substituted
for, and may exercise every right and power of, the Company under this Indenture
with the same effect as if such successor entity had been named therein as the
Company, and (except in the case of a lease or any transfer or all or
substantially all of the Company's assets) the Company shall be released from
the obligations under the Notes and the provisions of this Indenture relating to
the Notes except with respect to any obligations that arise from, or are related
to, such transaction.

                                   ARTICLE V
                         EVENTS OF DEFAULT AND REMEDIES

         SECTION 5.01   EVENTS OF DEFAULT

"Event of Default," wherever used herein, means any one of the following events
(whatever the reason for such Event of Default and whether it shall be caused
voluntarily or involuntarily or effected, without limitation, by operation of
law or pursuant to any judgment, decree or order of any court or any order, rule
or regulation of any administrative or governmental body):

(1)      the Company's failure to pay any installment of interest on the Notes
as and when the same becomes due and payable and the continuance of any such
failure for 30 days;

(2)      the Company's failure to pay all or any part of the principal, or
premium, if any, on the Notes when and as the same becomes due and payable at
maturity, redemption, by acceleration or otherwise, including, without
limitation, payment of the Change of Control Purchase Price or the Asset Sale
Offer Price, on Notes validly tendered and not properly withdrawn pursuant to a
Change of Control Offer or Asset Sale Offer, as applicable;

(3)      the Company's failure or the failure by any of its Subsidiaries to
observe or perform any other covenant or agreement contained in the Notes or
this Indenture and, except for the provisions under Sections 3.02 and 3.01, and
Article IV, the continuance of such failure for a period of 30 days after
written notice is given to the Company by the Trustee or to the Company and the
Trustee by the Holders of at least 25% in aggregate principal amount of the
Notes outstanding;

                                  Exhibit A-35



(4)      a decree, judgment, or order by a court of competent jurisdiction shall
have been entered adjudicating the Company or any of its Significant
Subsidiaries as bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization of the Company or any of its Significant Subsidiaries
under any bankruptcy or similar law, and such decree or order shall have
continued undischarged and unstayed for a period of 60 days; or a decree,
judgment or order of a court of competent jurisdiction appointing a receiver,
liquidator, trustee, or assignee in bankruptcy or insolvency for the Company,
any of its Significant Subsidiaries, or any substantial part of the property of
any such Person, or for the winding up or liquidation of the affairs of any such
Person, shall have been entered, and such decree, judgment, or order shall have
remained in force undischarged and unstayed for a period of 60 days;

(5)      the Company or any of its Significant Subsidiaries shall institute
proceedings to be adjudicated a voluntary bankrupt, or shall consent to the
filing of a bankruptcy proceeding against it, or shall file a petition or answer
or consent seeking reorganization under any bankruptcy or similar law or similar
statute, or shall consent to the filing of any such petition, or shall consent
to the appointment of a custodian, receiver, liquidator, trustee, or assignee in
bankruptcy or insolvency of it or any substantial part of its assets or
property, or shall make a general assignment for the benefit of creditors, or
shall admit in writing its inability to pay its debts generally as they become
due, or take any corporate action in furtherance of any of the foregoing;

(6)      a default in the Company's Indebtedness or the Indebtedness of any of
its Subsidiaries with an aggregate amount outstanding in excess of $15,000,000
(a) resulting from the failure to pay principal at maturity or (b) as a result
of which the maturity of such Indebtedness has been accelerated prior to its
stated maturity; and

(7)      final unsatisfied judgments not covered by insurance aggregating in
excess of $15,000,000, at any one time rendered against the Company or any of
its Subsidiaries and not stayed, bonded or discharged within 60 days.

                                   ARTICLE VI
                                    AMENDMENT

         SECTION 6.01   SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

With the consent of the Holders of not less than a majority in principal amount
of all Outstanding Securities of a series affected by such supplemental
indenture, by Act of said Holders delivered to the Company and the Trustee, the
Company, when authorized by or pursuant to a Board Resolution, and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions hereof with respect to such series, or of modifying in any manner the
rights of the Holders of such series and any related coupons under this
Indenture; provided, however, that no such supplemental indenture shall, without
the consent of the Holder of each Outstanding Security of a series affected
thereby:

         (a)      reduce the principal amount of or the interest on any Note, or
change the stated maturity of the principal of, or any installment of interest
on, the Notes or the other terms of payment thereof,

                                  Exhibit A-36



         (b)      reduce the percentage of Notes, the consent of the Holders of
which is required to modify or amend the provisions of the Indenture relating to
the Notes, or the percentage of Notes, the consent of the Holders of which is
required to waive certain past defaults,

         (c)      impair the right of any Holder to institute suit for the
enforcement of any such payment on or after the stated maturity thereof (or, in
the case of redemption at Avnet's option, on or after the Redemption Date), or
after an Asset Sale or Change of Control has occurred reduce the Change of
Control Purchase Price or the Asset Sale Offer Price with respect to the
corresponding Asset Sale or Change of Control or alter the provisions (including
the defined terms used therein) regarding Avnet's right to redeem the Notes as a
right, or at Avnet's option in a manner adverse to the Holders, or

         (d)      cause the Notes to become contractually subordinate in right
of payment to any other Indebtedness.

It shall not be necessary for any Act of Holders under this Section to approve
the particular form of any proposed supplemental indenture, but it shall be
sufficient if such Act shall approve the substance thereof.

A supplemental indenture which changes or eliminates any covenant or other
provision hereof which has expressly been included solely for the benefit of one
or more particular series of Securities, or which modifies the rights of the
Holders of Securities of such series with respect to such covenant or other
provision, shall be deemed not to affect the rights under this Indenture of the
Holders of Securities of any other series.

                                  Exhibit A-37



                                                                       EXHIBIT B

                                  FORM OF NOTE

                                   AVNET, INC

                              9 3/4% Notes due 2008

[THIS NOTE IS ISSUED IN GLOBAL FORM AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY" OR "DTC") OR
A NOMINEE OF THE DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED
IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE
(OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF
THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO
AVNET, INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)

No. 1    $                                                    CUSIP No.

         AVNET, INC., a corporation duly organized and existing under the laws
of the State of New York (herein called the "Company," which term includes any
successor Person under the Indenture referred to on the reverse hereof), for
value received, hereby promises to pay to----------or registered assigns the
principal sum of-----------------DOLLARS on February 15, 2008, and to pay
interest thereon from-----------------or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semi-annually in
arrears on February 15 and August 15 in each year, commencing-------------, at
the rate of 9 3/4% per annum until the principal hereof is paid or made
available for payment. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Note (or one or more Predecessor Notes)
is registered at the close of business on the Regular Record Date for such
interest, which shall be the date 15 calendar days prior to such Interest
Payment Date (whether or not a Business Day). Except as otherwise provided in
the Indenture, any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this Note (or one or more
Predecessor Notes) is registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest to be fixed by the Trustee,
notice whereof shall be given to Holders of Notes of this series not less than
10 days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Notes of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.

         Payment of the principal of (and premium, if any) and interest on this
Note will be made at the offices or agencies of the Company maintained for that
purpose in the Borough of Manhattan, the City of New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debt; provided, however, that at
the option of the Company payment of interest may be

- ---------------------
         1 To be Included only on Global Notes deposited with DTC as Depositary

                                      B-1



made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Note Register.

         In the case where any Interest Payment Date or the maturity date of
this Note does not fall on a Business Day, payment of interest or principal
otherwise payable on such day need not be made on such day, but may be made on
the next succeeding Business Day with the same force and effect as if made on
such Interest Payment Date or the maturity date of this Note.

         Reference is hereby made to the further provisions of this Note set
forth on the reverse side hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature of an
authorized signatory, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.

                            [signature page follows]

                                      B-2



         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:  _____________________

                                                  AVNET, INC.

                                                  By: __________________________
                                                       Name:
                                                       Title

Attest:

_____________________________
Name:
Title:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Notes of the series designated herein referred to in
the within-mentioned Indenture.

                                                  BANK ONE TRUST COMPANY, N.A.,
                                                  as Trustee

                                                  By: __________________________
                                                       Name:
                                                       Title:

                                      B-3



                                (Reverse of Note)

                              9 3/4% Note due 2008

         1.    Indenture. This Note is one of a duly authorized issue of
securities of the Company (herein called the "Notes"), issued and to be issued
in one or more series under an indenture, dated as of October 1, 2000, between
the Company and Bank One Trust Company, N.A., as Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture), as
supplemented by an Officers' Certificate dated February 4, 2003 (the "Officers'
Certificate" and, together with the indenture dated as of October 1, 2000, the
"Indenture"), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered. This Note is one of the series designated on the
face hereof, initially limited in aggregate principal amount to $475,000,000.

         2.    Form and Denomination. The Notes of this series are issuable as
only Registered Notes, without coupons, in denominations of U.S. $1,000 and any
integral multiple thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Notes of this series are exchangeable for a like
aggregate principal amount of Notes of this series and of like tenor of any
authorized denominations, as requested by the Holder surrendering the same, upon
surrender of the Note or Notes to be exchanged at any office or agency described
below where Notes of this series may be presented for registration of transfer.

         3.    Optional Redemption. (a) The Company may, at its option, redeem
the Notes for cash, in whole or in part, from time to time, upon not less than
30 nor more than 60 days' notice at a redemption price equal to the greater of
(i) 101% of the principal amount of the Notes so redeemed, plus accrued and
unpaid interest to, but not including, the date of redemption, and (ii) the
Make-Whole Premium, plus, to the extent not included in the Make-Whole Premium,
accrued and unpaid interest to, but not including, the date of redemption.

         (b)      Notice of redemption will be mailed by first class mail at
least 30 days but not more than 60 days before the redemption date to each
Holder whose Notes are to be redeemed at its registered address. Notes in
denominations larger than $1,000 may be redeemed in part but only in integral
multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. On and after the redemption date interest ceases to accrue on Notes or
portions thereof called for redemption unless the Company defaults in such
payments due on the redemption date.

         (c)      In the event of redemption of this Note in part only, a new
Note or Notes of this series and of like tenor for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.

         4.    Mandatory Redemption. The Company shall not be required to make
mandatory redemption payments with respect to the Notes. The Notes shall not
have the benefit of any sinking fund.

         5.    Applicability of Certain Covenants. During any period of time
that (a) the Notes have the Specified Ratings from both Rating Agencies and (b)
no Default or Event of Default has occurred and is continuing, the Company and
its Subsidiaries shall not be subject to the provisions of Sections 3.01, 3.02,
3.03, 3.04, 3.05, 3.07 and 3.09 of the Officers' Certificate (the "Applicable
Covenants")." "Specified Ratings" means a rating equal to or higher than Baa3
(or the equivalent) by Moody's and BBB- (or the equivalent) by S&P.

         If one or both of Moody's and S&P withdraws its ratings or downgrades
the ratings assigned to the Notes below the Specified Ratings or a Default or
Event of Default occurs and is continuing (any of the foregoing, a "Triggering
Event"), then the Company and its Subsidiaries shall thereafter be subject to
the Applicable Covenants. If any Triggering Event occurs and subsequently during
any period of time (a) the Notes have the Specified Ratings from both Moody's
and S&P and (b) no Default or Event of Default has occurred and is continuing,
the Company

                                      B-4



and its Subsidiaries shall not be subject to the Applicable Covenants during
such period of time. Compliance with the Applicable Covenants with respect to
the Restricted Payments made after the occurrence of a Triggering Event will be
calculated in accordance with Section 3.04 of the Officers' Certificate as
though such covenant had been in effect during the entire period of time from
the Issue Date. Actions taken by the Company and its Subsidiaries prior to the
date a Triggering Event occurs shall not be subject to the Applicable Covenants
with retroactive effect.

         6.       Offers to Purchase. (See Section 5 of this Note. The offers to
purchase are set forth in Sections 3.01 and 3.02 of the Officers' Certificate.)

         (a)      Change of Control. If a Change of Control of the Company
occurs, each Holder of Notes will have the right, at such Holder's option,
pursuant to an offer (subject only to conditions required by applicable law, if
any) by the Company (the "Change of Control Offer"), to require the Company to
repurchase all or any part of such Holder's Notes in integral multiples of
$1,000 on a date (the "Change of Control Purchase Date") that is no later than
35 Business Days after the occurrence of such Change of Control, at a cash price
equal to 101% of the principal amount thereof (the "Change of Control Purchase
Price"), together with accrued and unpaid interest to the Change of Control
Purchase Date. The Change of Control Offer shall be made within 10 Business Days
following a Change of Control and shall remain open for 20 Business Days
following its commencement (the "Change of Control Offer Period"). Upon
expiration of the Change of Control Offer Period, the Company shall promptly
purchase all Notes properly tendered in response to the Change of Control Offer.

         On or before the Change of Control Purchase Date, the Company will: (i)
accept for payment Notes or portions thereof properly tendered pursuant to the
Change of Control Offer, (ii) deposit with the paying agent for the Company (the
"Paying Agent") cash sufficient to pay the Change of Control Purchase Price
(together with accrued and unpaid interest) of all Notes so tendered, and (iii)
deliver to the Trustee the Notes so accepted together with an Officers'
Certificate listing the Notes or portions thereof being purchased by the
Company. The Paying Agent promptly will pay the Holders of Notes so accepted an
amount equal to the Change of Control Purchase Price (together with accrued and
unpaid interest) and the Trustee promptly will authenticate and deliver to such
Holders a new Note equal in principal amount to any unpurchased portion of the
Note surrendered. Any Notes not so accepted will be delivered promptly by the
Company to the Holder thereof. The Company publicly will announce the results of
the Change of Control Offer on or as soon as practicable after the Change of
Control Purchase Date.

         (b)      Asset Sale. the Company will not and will not permit any of
the Company's Subsidiaries to, in one or a series of related transactions,
convey, sell, transfer, assign or otherwise dispose of, directly or indirectly,
any property, business or assets, including by merger or consolidation (in the
case of one of the Company's Subsidiaries), and including any sale or other
transfer or issuance of any Equity Interests of any of the Company's
Subsidiaries or Unrestricted Subsidiaries, whether by the Company or one of the
Company's Subsidiaries or through the issuance, sale or transfer of Equity
Interests by one of the Company's Subsidiaries and including any sale and
leaseback transaction (any of the foregoing, an "Asset Sale"), unless: (1) at
least 75% of the total consideration for such Asset Sale or series of related
Asset Sales consists of cash or Cash Equivalents, or Related Business Assets,
and (2) the Company determines in good faith that the Company receives or such
Subsidiary receives, as applicable, fair market value for such Asset Sale. For
purposes of (1) above, total consideration received means the total
consideration received for such Asset Sales minus the amount of, (a) Purchase
Money Indebtedness secured solely by the assets sold and assumed by a
transferee; provided, that the Company is and the Company's Subsidiaries are
fully released from obligations in connection therewith and (b) property that
within 90 days of such Asset Sale is converted into cash or Cash Equivalents;
provided, that such cash and Cash Equivalents shall be treated as Net Cash
Proceeds attributable to the original Asset Sale for which such property was
received.

         Within 360 days following such Asset Sale, an amount equal to the Net
Cash Proceeds therefrom (the "Asset Sale Amount") are: (a) invested (or
committed, pursuant to a binding commitment subject only to reasonable,
customary closing conditions, to be invested, and in fact is so invested, within
an additional 90 days) in Related Business Assets and property (except in
connection with the acquisition of a Wholly Owned Subsidiary in a Related
Business, other than notes, bonds, obligations and securities) or make
Restricted Investments permitted by Section 3.04 of the Officers' Certificate or
Permitted Investments other than clauses (a), (b),(d)and (e) thereof,

                                      B-5



which in the Company's good faith reasonable judgment will immediately
constitute or be a part of a Related Business of the Company or such Subsidiary
(if it continues to be a Subsidiary) immediately following such transaction, or
(b) used to retire Indebtedness outstanding under the Credit Agreement or any
Foreign Subsidiary Credit Agreement or any Purchase Money Indebtedness secured
by the asset which was the subject of the Asset Sale and, to permanently reduce
(in the case of Indebtedness that is not Purchase Money Indebtedness) the amount
of such Indebtedness outstanding on the Issue Date or permitted pursuant to
paragraph (b), or (d), as applicable, of Section 3.03 of the Officers'
Certificate (including that in the case of a revolver or similar arrangement
that makes credit available, such commitment is so permanently reduced by such
amount), or (c) applied to the optional redemption of the Notes in accordance
with the terms of the Indenture and the Company's other Indebtedness ranking on
a parity with the Notes and with similar provisions requiring the Company to
repurchase such Indebtedness with the proceeds from such Asset Sale, pro rata in
proportion to the respective principal amounts (or accreted values in the case
of Indebtedness issued with an original issue discount) of the Notes and such
other Indebtedness then outstanding, except that, in the case of each of the
provisions of clauses (a) and (b), only proceeds from an Asset Sale of assets or
capital stock of a Foreign Subsidiary may be invested in or used to retire
Indebtedness of a Foreign Subsidiary. Pending the final application of any Net
Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or
otherwise invest the Net Cash Proceeds in any manner that is not prohibited by
the Indenture.

         The accumulated Net Cash Proceeds from Asset Sales not applied as set
forth in (a), (b) or (c) of the preceding paragraph shall constitute Excess
Proceeds. Within 30 days after the date that the amount of Excess Proceeds
exceeds $15.0 million, which date will not be prior to 390 days subsequent to
the Asset Sale that generated such Excess Proceeds, the Company shall apply an
amount equal to the Excess Proceeds (the "Asset Sale Offer Amount") to the
repurchase of the Notes and such other Indebtedness ranking on a parity with the
Notes and with similar provisions requiring the Company to make an offer to
purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a
cash offer (subject only to conditions required by applicable law, if any) (pro
rata in proportion to the respective principal amounts (or accreted values in
the case of Indebtedness issued with an original issue discount) of the Notes
and such other Indebtedness then outstanding) (the "Asset Sale Offer") at a
purchase price of 100% of the principal amount (or accreted value in the case of
Indebtedness issued with an original issue discount) (the "Asset Sale Offer
Price") together with accrued and unpaid interest to the date of payment. Each
Asset Sale Offer shall remain open for 20 Business Days following its
commencement (the "Asset Sale Offer Period"). Upon expiration of the Asset Sale
Offer Period, the Company shall apply the Asset Sale Offer Amount plus an amount
equal to accrued and unpaid interest to the purchase of all Indebtedness
properly tendered in accordance with the provisions hereof (on a pro rata basis
if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so
tendered) at the Asset Sale Offer Price (together with accrued interest). To the
extent that the aggregate amount of Notes and such other Indebtedness ranking on
parity with the Notes tendered pursuant to an Asset Sale Offer is less than the
Asset Sale Offer Amount, the Company may invest any remaining Net Cash Proceeds
as otherwise permitted by the Indenture and following the consummation of each
Asset Sale Offer the Excess Proceeds amount shall be reset to zero.

         7.    Defaults and Remedies. (a) The Officers' Certificate provides
that each of the following constitutes an Event of Default: (i) the Company's
failure to pay any installment of interest on the Notes as and when the same
becomes due and payable and the continuance of any such failure for 30 days;
(ii) the Company's failure to pay all or any part of the principal, or premium,
if any, on the Notes when and as the same becomes due and payable at maturity,
redemption, by acceleration or otherwise, including, without limitation, payment
of the Change of Control Purchase Price or the Asset Sale Offer Price, on Notes
validly tendered and not properly withdrawn pursuant to a Change of Control
Offer or Asset Sale Offer, as applicable; (iii) the Company's failure or the
failure by any of its Subsidiaries to observe or perform any other covenant or
agreement contained in the Notes or the Indenture and, except for the provisions
under Sections 3.01 and 3.02 and Article IV of the Officers' Certificate, the
continuance of such failure for a period of 30 days after written notice is
given to the Company by the Trustee or to the Company and the Trustee by the
Holders of at least 25% in aggregate principal amount of the Notes outstanding;
(iv) a decree, judgment, or order by a court of competent jurisdiction shall
have been entered adjudicating the Company or any of its Significant
Subsidiaries as bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization of the Company or any

                                      B-6



of its Significant Subsidiaries under any bankruptcy or similar law, and such
decree or order shall have continued undischarged and unstayed for a period of
60 days; or a decree, judgment or order of a court of competent jurisdiction
appointing a receiver, liquidator, trustee, or assignee in bankruptcy or
insolvency for the Company, any of its Significant Subsidiaries, or any
substantial part of the property of any such Person, or for the winding up or
liquidation of the affairs of any such Person, shall have been entered, and such
decree, judgment, or order shall have remained in force undischarged and
unstayed for a period of 60 days; (v) the Company or any of its Significant
Subsidiaries shall institute proceedings to be adjudicated a voluntary bankrupt,
or shall consent to the filing of a bankruptcy proceeding against it, or shall
file a petition or answer or consent seeking reorganization under any bankruptcy
or similar law or similar statute, or shall consent to the filing of any such
petition, or shall consent to the appointment of a custodian, receiver,
liquidator, trustee, or assignee in bankruptcy or insolvency of it or any
substantial part of its assets or property, or shall make a general assignment
for the benefit of creditors, or shall admit in writing its inability to pay its
debts generally as they become due, or take any corporate action in furtherance
of any of the foregoing; (vi) a default in the Company's Indebtedness or the
Indebtedness of any of its Subsidiaries with an aggregate amount outstanding in
excess of $15,000,000 (a) resulting from the failure to pay principal at
maturity or (b) as a result of which the maturity of such Indebtedness has been
accelerated prior to its stated maturity; and (vii) final unsatisfied judgments
not covered by insurance aggregating in excess of $15,000,000, at any one time
rendered against the Company or any of its Subsidiaries and not stayed, bonded
or discharged within 60 days.

         (b)      If an Event of Default with respect to Notes of this series
shall occur and be continuing, the principal of the Notes of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.

         (c)      If a Default occurs and is continuing, the Trustee must,
within 90 days after the occurrence of such Default, give to the Holders notice
of such Default.

         8.    Amendments and Supplements. The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the Holders of the
Notes of each series to be affected under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of a majority in
principal amount of the Notes at the time Outstanding of each series to be
affected. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Notes of each series at the
time Outstanding (with each series voting as a separate class in certain cases
specified in the Indenture, or with all series voting as one class, in certain
other cases specified in the Indenture), on behalf of the Holders of all Notes
of such series, to waive compliance by the Company with certain provisions of
the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this Note
and of any Note issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notification of such consent or waiver
is made upon this Note.

         As set forth in, and subject to the provisions of the Indenture, no
Holder of any Note will have any right to institute any proceeding with respect
to the Indenture or for any remedy thereunder, unless such Holder shall have
previously given to the Trustee written notice of a continuing Event of Default
with respect to this series, the Holders of not less than 25% in principal
amount of the Outstanding Notes shall have made written request, and offered
reasonable indemnity, to the Trustee to institute such proceeding as trustee,
and the Trustee shall not have received from the Holders of a majority in
principal amount of the Outstanding Notes a direction inconsistent with such
request and shall have failed to institute such proceeding within 60 days;
provided, however, that such limitations do not apply to a suit instituted by
the Holder hereof for the enforcement of payment of the principal of (and
premium, if any) and any interest on this Note on or after the respective due
dates expressed herein.

         9.    Payment of Interest. No reference herein to the Indenture and no
provisions 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 premium, if any) and any interest (including additional amounts, as
described on the face hereof) on this Note at the times, place and rate, and in
the coin or currency, herein prescribed.

                                      B-7



         10.   Transfer. As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note is registrable in the
Note Register, upon surrender of this Note for registration of transfer at the
office or agency of the Company in any place where the principal of (and
premium, if any) and any interest on such Note are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Note Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Notes of this
series and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

               No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

         11.   Persons Deemed Owners. Prior to due presentment of this Note for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Note is registered as the
owner hereof for all purposes, whether or not this Note is overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

         12.   Governing Law. THE INDENTURE AND THE NOTES SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING,
WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW AND NEW YORK CIVIL LAWS AND RULES 327(b).

         13.   Defined Terms. All terms used in this Note which are defined in
the Indenture shall have the meanings assigned to them in the Indenture.

                                      B-8



                                 Assignment Form

To assign this Note, fill in the form below: (I) or (We) assign and transfer
this Note to

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)
________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint_________________________________________________________
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

Date:_______________________

                                      Your Signature:___________________________
                             (Sign exactly as your name appears on the face of
                             this Note)

Signature Guarantee*

________________________________________________________________________________

*NOTICE: The Signature must be guaranteed by an Institution which is a member of
one of the following recognized signature Guarantee Programs: (i) The Securities
Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange
Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP); or
(iv) in such other guarantee program acceptable to the Trustee.

                                      B-9



SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE 2

The following exchanges of an interest in this Global Note for an interest in
another Global Notes or for a Definitive Note, or exchanges of an interest in
another Global Note or Definitive Note for an interest in this Global Note, have
been made:



                                                                                                         Signature of
                              Amount of                  Amount of           Principal Amount of          Authorized
                             Decrease in                Increase in          this Global Note             Officer of
                         Principal Amount of        Principal Amount of    Following Such Decrease      Trustee or Note
Date of Exchange          this Global Note          this Global Note          (or Increase)               Custodian
- ----------------          ----------------          ----------------          -------------               ---------
                                                                                            


- -------------------------------

2  This should be included only if the Note is issued in global form.

                                      B-10



                                                                       EXHIBIT C

                                   AVNET, INC.

                                 DEBT SECURITIES
                                PRICING AGREEMENT

                                                                January 31, 2003

CREDIT SUISSE FIRST BOSTON LLC
BANC OF AMERICA SECURITIES LLC
WACHOVIA SECURITIES, INC.
ABN AMRO INCORPORATED
SCOTIA CAPITAL INC.
BANC ONE CAPITAL MARKETS, INC.,
     As Representatives of the Several Underwriters
         c/o Credit Suisse First Boston LLC
              Eleven Madison Avenue
                  New York, N.Y.  10010-3629

Ladies and Gentlemen:

         Referring to the debt securities of Avnet, Inc., a New York corporation
(the "Company"), covered by the Registration Statement on Form S-3 (No.
333-39530) filed by the Company, on the basis of the representations, warranties
and agreements contained in this Agreement and in the Company's Standard
Underwriting Agreement Provisions for Debt Securities attached hereto (the
"Standard Underwriting Agreement"), and subject to the terms and conditions set
forth herein and therein, the underwriters named in Schedule I hereto (the
"Underwriters") agree to purchase, severally and not jointly, and the Company
agrees to sell to the Underwriters, $475,000,000 aggregate principal amount of
93/4 % Notes due 2008 (the "Notes") in the respective principal amounts set
forth opposite the names of the Underwriters on Schedule I hereto.

         The price at which the Notes shall be purchased from the Company by the
Underwriters shall be 97.9605% of the principal amount thereof plus accrued
interest from February 5, 2003. The Notes will be offered as set forth in the
Prospectus Supplement relating thereto. The Notes will have the following terms:

Title:                     9 3/4% Notes due 2008.

Interest Rate              The Notes will bear interest from February 5, 2003 at
                           9 3/4% per annum.

Interest Payment Dates:    Interest on the Notes is payable semi-annually on
                           February 15 and August 15 of each year commencing on
                           August 15, 2003.

                                      C-1



Maturity:                  The Notes will mature on February 15, 2008.

Other Provisions:          as set forth in the Prospectus Supplement relating to
                           the Notes.

Closing:                   9:30 a.m. on February 5, 2003, at the offices of
                           Skadden, Arps, Slate, Meagher & Flom LLP, Four Times
                           Square, New York, New York 10036, in same day funds.

                      Address of Representatives of the Underwriters:
                           c/o Credit Suisse First Boston LLC
                           Eleven Madison Avenue
                           New York, N.Y. 10010-3629

         The provisions contained in the Standard Underwriting Agreement
Provisions, a copy of which is attached hereto, are incorporated herein by
reference.

         A global certificate representing all of the Notes will be made
available for inspection at the offices of Skadden, Arps, Slate, Meagher & Flom
LLP, Four Times Square, New York, New York 10036, at least one business day
prior to the Closing Date.

         This Pricing Agreement may be executed in one or more counterparts, all
of which counterparts shall constitute one and the same instrument.

                            [Signature page follows]

                                      C-2



         If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon
it will become a binding agreement among the Company and the several
Underwriters in accordance with its terms.

                                             Very truly yours,

                                             AVNET, INC.

                                             By /s/ Raymond Sadowski
                                                --------------------------------
                                                     Raymond Sadowski
                                                     Senior Vice President and
                                                       Chief Financial Officer

The foregoing Pricing Agreement
is hereby confirmed and accepted as of the
date first above written.

CREDIT SUISSE FIRST BOSTON LLC
BANC OF AMERICA SECURITIES LLC
WACHOVIA SECURITIES, INC.
ABN AMRO INCORPORATED
SCOTIA CAPITAL INC.
BANC ONE CAPITAL MARKETS, INC.,
         Acting on behalf of themselves and as
         Representatives of the several Underwriters

By:      CREDIT SUISSE FIRST BOSTON LLC

         By:       /s/ Thomas Davidov
                  --------------------------------
                  Name: Thomas Davidov
                  Title:  Director

By:      BANC OF AMERICA SECURITIES LLC

         By:       /s/ Douglas W. McCurdy
                  ---------------------------------
                  Name:  Douglas W. McCurdy
                  Title:  Vice President

                                      C-3



                                                                      Schedule I



                                                                           Principal
         Underwriter                                                    Amount of Notes
         -----------                                                    ---------------
                                                                    
CREDIT SUISSE FIRST BOSTON LLC................................         $ 176,363,000.00
BANC OF AMERICA SECURITIES LLC................................         $ 176,363,000.00
WACHOVIA SECURITIES, INC......................................         $  40,758,000.00
ABN AMRO INCORPORATED.........................................         $  32,606,000.00
SCOTIA CAPITAL INC............................................         $  32,606,000.00
BANC ONE CAPITAL MARKETS, INC.................................         $  16,304,000.00
                                                                       ----------------
       TOTAL..................................................         $ 475,000,000.00


                                      C-4



                                                                January 31, 2003

                                   AVNET, INC.
                                 DEBT SECURITIES

                   STANDARD UNDERWRITING AGREEMENT PROVISIONS

         1.       Introductory. Avnet, Inc., a New York corporation (the
"Company"), proposes to issue and sell from time to time certain of its senior
or subordinated debt securities, warrants to purchase such debt securities
(senior or subordinated debt securities and warrants to purchase such debt
securities are referred to herein as "Securities") or units consisting of one or
more Securities registered under the registration statement referred to in
Section 3(a). The Securities will be issued under an indenture, dated as of
October 1, 2000 (such indenture as amended or supplemented is herein referred to
as the "Indenture"), between the Company and Bank One Trust Company, N.A., as
Trustee, in one or more series, which series may vary as to interest rates,
maturities, redemption provisions, conversion provisions, selling prices and
other terms, with all such terms for any particular series of the Securities
being determined at the time of sale. Particular series of the Securities will
be sold pursuant to a Pricing Agreement referred to in Section 2, for resale in
accordance with terms of offering determined at the time of sale.

         The firm or firms which agree to purchase the Securities are
hereinafter referred to as the "Underwriters" of such Securities, and the
representative or representatives of the Underwriters, if any, specified in a
Pricing Agreement referred to in Section 2 are hereinafter referred to as the
"Representatives"; provided, however, that if the Pricing Agreement does not
specify any representative of the Underwriters, the term "Representatives," as
used herein (other than in the second sentence of Section 2), shall mean the
Underwriters.

         2.       Purchase and Offering of Securities. The obligation of the
Underwriters to purchase any Securities will be evidenced by an exchange of
written communications ("Pricing Agreement") at the time the Company determines
to sell Securities. The Pricing Agreement will incorporate by reference these
Standard Underwriting Agreement Provisions (these "Provisions"), except as
otherwise provided therein, and will specify (1) the firm or firms which will be
Underwriters, (2) the names of any Representatives, (3) the principal amount of
Securities to be purchased by each Underwriter and the purchase price to be paid
by the Underwriters, (4) the terms of the Securities not already specified in
the Indenture, (5) the time and date on which delivery of the Securities will be
made to the Representatives for the accounts of the several Underwriters (such
time and date, or such other time and date not later than seven full business
days thereafter as the Representatives and the Company agree to as to time and
date for payment and delivery, being herein and in the Pricing Agreement
referred to as the "Closing Date") and (6) the place of delivery and payment.

         The obligations of the Underwriters to purchase the Securities will be
several and not joint. The Securities delivered to the Underwriters on the
Closing Date will be in definitive fully registered form, in such denominations
and registered in such names as the Representatives may request.

                                      C-5



         The Underwriters, through the representatives, will pay to the Company
the purchase price for the Securities, less the commission of the Underwriters,
on the Closing Date, by wire transfer of same-day funds to an account to be
specified by the Company not less than two full business days in advance of the
Closing Date.

         Certificates for the Securities shall be registered in such names and
in such denominations as the Representatives may request not less than two full
business days in advance of the Closing Date.

         3.       Representations and Warranties of the Company: The Company
represents and warrants to each of the Underwriters as of the date of execution
of any Pricing Agreement (the "Representation Date") and as of any Closing Date
that:

         (a)      the Company is permitted to use Form S-3 under the Securities
         Act of 1933, as amended (the "Act"), and has filed with the Securities
         and Exchange Commission (the "Commission") a registration statement on
         such Form (Registration No. 333-39530), which has become effective, for
         the registration under the Act of various securities of the Company,
         including the Securities. Such registration statement, as amended at
         the Representation Date, meets the requirements set forth in Rule
         415(a)(1)(x) under the Act and complies in all other material respects
         with said Rule. Such registration statement, including the exhibits
         thereto, as amended at the Representation Date, is hereinafter called
         the "Registration Statement," and the prospectus included in the
         Registration Statement, as supplemented to reflect the terms of any
         series of the Securities and the plan of distribution thereof, in the
         form furnished to the Underwriters for use in connection with the
         offering of the Securities, is hereinafter called the "Prospectus." Any
         reference herein to the Registration Statement or the Prospectus shall
         be deemed to include the documents incorporated by reference therein
         pursuant to Item 12 of Form S-3 which were filed under the Securities
         Exchange Act of 1934, as amended (the "Exchange Act"), on or before the
         Representation Date or the date of the Prospectus, as the case may be,
         and any reference herein to the terms "amend," "amendment" or
         "supplement" with respect to the Registration Statement or the
         Prospectus shall be deemed to include the filing of any document under
         the Exchange Act after the Representation Date or the date of the
         Prospectus, as the case may be, deemed to be incorporated therein by
         reference;

         (b)      (i) the Registration Statement, the Prospectus and the
         Indenture comply in all material respects with the applicable
         requirements of the Act, the Trust Indenture Act of 1939, as amended
         (the "Trust Indenture Act"), and the Exchange Act and the respective
         rules thereunder, and (ii) neither the Registration Statement nor the
         Prospectus contains any untrue statement of a material fact or omits to
         state any material fact required to be stated therein or necessary in
         order to make the statements therein not misleading; provided, however,
         that the Company makes no warranty or representation with respect to
         any statement contained in the

                                      C-6



         Registration Statement or the Prospectus in reliance upon and in
         conformity with information furnished in writing by or on behalf of any
         Underwriter through the Representatives to the Company expressly for
         use in the Registration Statement or the Prospectus;

         (c)      all of the issued and outstanding shares of capital stock of
         the Company have been duly and validly authorized and issued and are
         fully paid, non-assessable and free of statutory and contractual
         preemptive rights; the Company and each of its Material Subsidiaries
         have been duly incorporated and are validly existing as corporations in
         good standing under the laws of their respective jurisdictions of
         incorporation, with full power and authority to own their respective
         properties and conduct their respective businesses as described in the
         Registration Statement and the Prospectus; the Company has full power
         and authority to execute and deliver the Pricing Agreement (including
         these Provisions) and the Indenture and to issue and sell the
         Securities as herein contemplated ("Subsidiary" meaning any subsidiary
         of the Company, and "Material Subsidiary" meaning a Subsidiary which
         would be a "significant subsidiary" as that term is defined in Item
         1-02(w) of Regulation S-X promulgated under the Act, if "2 percent"
         were substituted in each place in which "10 percent" appears in such
         definition, and "Non-Material Subsidiary" meaning a Subsidiary which is
         not a Material Subsidiary);

         (d)      the Company and each of its Subsidiaries are duly qualified or
         licensed by, and are in good standing in, each jurisdiction in which
         they conduct their respective businesses and in which the failure,
         individually or in the aggregate, to be so licensed or qualified could
         have a material adverse effect on the operations, business, prospects
         or financial condition of the Company and its Subsidiaries taken as a
         whole (a "Material Adverse Effect"), and with respect to the Company,
         the jurisdictions listed on Schedule A hereto constitute a complete
         list of such jurisdictions; and the Company and each of its
         Subsidiaries are in compliance with the laws, orders, rules,
         regulations and directives issued or administered by such
         jurisdictions, except where the failure to so comply with such laws,
         orders, rules, regulations and directives, whether individually or in
         the aggregate, could not be expected to have a Material Adverse Effect;

         (e)      neither the Company nor any of its Subsidiaries is in breach
         of, or in default under (nor has any event occurred which with notice,
         lapse of time, or both would constitute a breach of, or default under),
         (i) its respective charter or by-laws or (ii) in the performance or
         observance of any obligation, agreement, covenant or condition
         contained in any indenture, mortgage, deed of trust, bank loan or
         credit agreement or other agreement or instrument to which the Company
         or any of its Subsidiaries is a party or by which any of them is bound,
         except for, in the case of clause (i) above, breaches and defaults of
         Non-Material Subsidiaries which, individually or in the aggregate,
         could not be expected to have a Material Adverse Effect, and except
         for, in the case of clause (ii) above, breaches and defaults which,
         individually or in the aggregate, could not be expected to have a
         Material Adverse Effect, and the execution, delivery and performance of
         the Pricing Agreement (including these Provisions) and the Indenture,
         and the issuance of the Securities and any Underlying

                                      C-7



         Securities (as hereinafter defined) and consummation of the
         transactions contemplated hereby and thereby, will not conflict with,
         or result in any breach of or constitute a default under (nor
         constitute any event which with notice, lapse of time, or both would
         constitute a breach of, or default under), any provision of (x) the
         charter or by-laws of the Company or any of its Subsidiaries or (y) any
         license, indenture, mortgage, deed of trust, bank loan or credit
         agreement or other agreement or instrument to which the Company or any
         of its Subsidiaries is a party or by which any of them or their
         respective properties may be bound or affected, or (z) any federal,
         state, local or foreign law, regulation or rule or any decree, judgment
         or order specifically binding on the Company or any of its
         Subsidiaries, except for, in the case of clause (x) above, conflicts,
         breaches and defaults of Non-Material Subsidiaries which, individually
         or in the aggregate, could not be expected to have a Material Adverse
         Effect, and except for, in the case of clauses (y) and (z) above,
         conflicts, breaches and defaults which, individually or in the
         aggregate, could not be expected to have a Material Adverse Effect or
         materially adversely affect the ability of the Company to execute,
         deliver and perform the Pricing Agreement (including these Provisions);

         (f)      the Indenture has been duly authorized, executed and delivered
         by the Company and is a legal, valid and binding agreement of the
         Company enforceable against the Company in accordance with its terms,
         except as the enforceability thereof may be limited by bankruptcy,
         insolvency, reorganization, moratorium or similar laws affecting
         creditors' rights generally, and by general principles of equity;

         (g)      the Securities have been duly authorized by the Company and
         when executed and delivered by the Company will constitute legal, valid
         and binding obligations of the Company enforceable against the Company
         in accordance with their terms, except as the enforceability thereof
         may be limited by bankruptcy, insolvency, reorganization, moratorium or
         similar laws affecting creditors' rights generally, and by general
         principles of equity;

         (h)      If the Securities being sold pursuant to the applicable
         Pricing Agreement are convertible into or exchangeable or exercisable
         for any equity securities ("Underlying Equity Securities"), such
         Underlying Equity Securities have been, or as of the date of such
         Pricing Agreement will have been, duly authorized, reserved for
         issuance and will, when issued upon the conversion of Securities into,
         or the exchange or exercise of Securities for, such Underlying Equity
         Securities, be duly issued, fully paid and non-assessable, will not be
         subject to any preemptive rights of any security holder of the Company
         and no holder thereof will be subject to personal liability by reason
         of being such a holder. If the Securities being sold pursuant to the
         applicable Pricing Agreement are convertible into or exchangeable or
         exercisable for any debt securities ("Underlying Debt Securities" and
         together with Underlying Equity Securities, "Underlying Securities"),
         such Underlying Debt Securities have been, or as of the date of such
         Pricing Agreement will have been, duly authorized for issuance upon the
         conversion of Securities into, or the exchange or exercise of
         Securities for, such Underlying Debt Securities. Such Underlying Debt
         Securities, when issued and

                                      C-8



         authenticated in the manner provided for in the applicable indenture
         and delivered in accordance with the terms thereof, will constitute
         valid and legally binding obligations of the Company, enforceable
         against the Company in accordance with their terms, except as
         enforcement thereof may be limited by bankruptcy, insolvency,
         reorganization, moratorium, or other similar laws relating to or
         affecting creditors rights generally or by general equitable
         principles. Any indenture under which Underlying Debt Securities will
         be issued has been, or prior to the date of the applicable Pricing
         Agreement will have been, duly authorized, executed and delivered by
         the Company and constitutes or will constitute a valid and legally
         binding obligation of the Company, enforceable against the Company in
         accordance with its terms, except as enforcement thereof may be limited
         by bankruptcy, insolvency, reorganization, moratorium, or other similar
         laws relating to or affecting creditors rights generally or by general
         equitable principles.

         (i)      the Pricing Agreement has been duly authorized, executed and
         delivered by the Company;

         (j)      the Securities, any Underlying Securities and the Indenture
         conform in all material respects to the description thereof contained
         in the Registration Statement and Prospectus;

         (k)      no approval, authorization, consent or order of or filing with
         any national, state or local governmental or regulatory commission,
         board, body, authority or agency is required in connection with the
         issuance and sale of the Securities and any Underlying Securities as
         contemplated hereby other than registration of the Securities and any
         Underlying Securities under the Act, qualification of the Indenture
         under the Trust Indenture Act and any necessary qualification under the
         securities or blue sky laws of the various jurisdictions in which the
         Securities and any Underlying Securities are being offered by the
         Underwriters;

         (l)      the accountants whose reports on the consolidated financial
         statements of the Company and its Subsidiaries are filed with the
         Commission as part of the Registration Statement and Prospectus are
         (or, in the case of Arthur Andersen LLP, were at the time of their
         engagement by the Company and its Subsidiaries) independent public
         accountants as required by the Act and the applicable published rules
         and regulations thereunder;

         (m)      each of the Company and its Subsidiaries (i) has all necessary
         licenses, authorizations, consents and approvals, (ii) has made all
         filings required under any federal, state, local or foreign law,
         regulation or rule, and (iii) has obtained all necessary
         authorizations, consents and approvals from other persons, except where
         the failure to have, make or obtain such licenses, authorizations,
         consents, approvals and filings, individually or in the aggregate,
         could not be expected to have a Material Adverse Effect; and neither
         the Company nor any of its Subsidiaries is in violation of, or in
         default under, any such license, authorization, consent or approval or
         any federal, state, local or foreign law, regulation or rule or any
         decree, order or judgment applicable to the Company or any of its
         Subsidiaries the effect of which violation or default, singly or in the
         aggregate, would have a Material

                                      C-9



         Adverse Effect;

         (n)      all legal or governmental proceedings, contracts or documents
         of a character required to be described in the Registration Statement
         or the Prospectus or to be filed as an exhibit to the Registration
         Statement have been so described or filed as required;

         (o)      there are no actions, suits or proceedings pending or
         threatened against the Company or any of its Subsidiaries or any of
         their respective properties, at law or in equity, before or by any
         federal, state, local or foreign governmental or regulatory commission,
         board, body, authority or agency which, singly or in the aggregate,
         have a reasonable likelihood of resulting in judgments, decrees or
         orders having a Material Adverse Effect;

         (p)      the audited financial statements included in the Registration
         Statement and the Prospectus present fairly the consolidated financial
         position of the Company and its Subsidiaries as of the dates indicated
         and the consolidated results of operations and cash flows of the
         Company and its Subsidiaries for the periods specified; such financial
         statements have been prepared in conformity with generally accepted
         accounting principles applied on a consistent basis during the periods
         involved;

         (q)      subsequent to the respective dates as of which information is
         given in the Registration Statement and Prospectus, and except as may
         be otherwise stated in the Registration Statement or Prospectus, there
         has not been (A) any material and unfavorable change, financial or
         otherwise, in the business, properties, prospects, regulatory
         environment, results of operations or condition (financial or
         otherwise), present or prospective, of the Company and its Subsidiaries
         taken as a whole, (B) any transaction, which is material and
         unfavorable to the Company and its Subsidiaries taken as a whole,
         contemplated or entered into by the Company or any of its Subsidiaries
         or (C) any obligation, contingent or otherwise, directly or indirectly,
         incurred by the Company or any of its Subsidiaries which is material
         and unfavorable to the Company and its Subsidiaries taken as a whole;

         (r)      no Subsidiary is a "significant subsidiary" as that term is
         defined in Item 1-02(w) of Regulation S-X promulgated under the Act,

         (s)      the Company and each of the Subsidiaries have filed all
         material federal and state income and franchise tax returns (or
         obtained extensions with respect to the filing of such returns) and
         have paid all taxes shown thereon as currently due, and the Company has
         no knowledge of any material tax deficiency which has been or might be
         asserted against the Company or any of the Subsidiaries; all material
         tax liabilities are adequately provided for on the books of the Company
         and each of the Subsidiaries;

         (t)      the Company and its Subsidiaries own or possess, or can
         acquire on reasonable terms, adequate material patents, patent rights,
         licenses, trademarks, inventions, service marks, trade names,
         copyrights and know-how (including trade secrets and other proprietary
         or

                                      C-10



         confidential information, systems or procedures, whether patented or
         unpatented) (collectively, "intellectual property") necessary to
         conduct the business now or proposed to be operated by them as
         described in the Registration Statement and in the Prospectus, and
         neither the Company nor any of its Subsidiaries has received any notice
         of infringement of or conflict with (or knows of any such infringement
         of or conflict with) asserted rights of others with respect to any of
         such intellectual property which, if such assertion of infringement or
         conflict were sustained, would result, singly or in the aggregate, in
         any Material Adverse Effect;

         (u)      neither the Company nor any agent acting on its behalf has
         taken or will take any action that might cause the Pricing Agreement or
         sale of the Securities to violate Regulation T, U or X of the Board of
         Governors of the Federal Reserve System, in each case as in effect, or
         as the same may hereafter be in effect, on the Closing Date;

         (v)      except as would not, singularly or in the aggregate, have a
         Material Adverse Effect on the Company and its Subsidiaries or
         otherwise require disclosure in the Registration Statement, or except
         as described in the Registration Statement and the Prospectus, (i) none
         of the Company or any of its Subsidiaries has been or is in violation
         of any federal, state or local laws and regulations relating to
         pollution or protection of human health or the environment, including,
         without limitation, laws and regulations relating to emissions,
         discharges, releases or threatened releases of toxic or hazardous
         substances, materials or wastes, or petroleum and petroleum products,
         or radon or mold, fungi or other substances that may have an adverse
         effect on human health ("Materials of Environmental Concern"), or
         otherwise relating to the protection of human health and safety, or the
         use, treatment, storage, disposal, transport or handling of Materials
         of Environmental Concern (collectively, "Environmental Laws"), which
         violation includes, but is not limited to, noncompliance with, or lack
         of, any permits or other environmental authorizations; (ii) there are
         no circumstances, either past, present or that are reasonably
         foreseeable, that may lead to any such violation in the future; (iii)
         none of the Company or any of its Subsidiaries has received any written
         or, to the best of the Company's knowledge, oral communication, whether
         from a governmental authority or otherwise, alleging any such
         violation; (iv) there is no pending or (to the best of the Company's
         knowledge) threatened claim, action, investigation or written or, to
         the best of the Company's knowledge, oral notice by any person or
         entity alleging potential liability of the Company or any of its
         Subsidiaries (or (to the best of the Company's knowledge) against any
         person or entity for whose acts or omissions the Company or any of its
         Subsidiaries is or may reasonably be expected to be liable, either
         contractually or by operation of law) for investigatory, cleanup, or
         other response costs, or natural resources or property damages, or
         personal injuries, attorney's fees or penalties relating to (A) the
         presence, or release into the environment, of any Materials of
         Environmental Concern at any location, or (B) circumstances forming the
         basis of any violation or potential violation, of any Environmental Law
         (collectively, "Environmental Claims"); and (v) there are no past or
         present actions, activities, circumstances, conditions, events or
         incidents that could reasonably be expected to form the basis of any
         Environmental Claim;

                                      C-11



         (w)      the Company is not an "investment company" or an affiliated
         person of, or "promoter" or "principal underwriter" for, an "investment
         company," as such terms are defined in the Investment Company Act of
         1940, as amended, and the rules and regulations thereunder; and

         (x)      to the best knowledge of the Company, no labor problem exists
         with employees of the Company or any of its Subsidiaries or is imminent
         that could have a Material Adverse Effect.

         4.       Certain Covenants of the Company:  The Company hereby agrees:

                  (a)      to furnish such information as may be reasonably
         required by and otherwise to cooperate with, the Representatives in
         qualifying the Securities for offering and sale under the securities or
         blue sky laws of such states as the Representatives may designate and
         to maintain such qualifications in effect as long as required for the
         distribution of the Securities; provided that the Company shall not be
         required to qualify as a foreign corporation or a dealer or to consent
         to the service of process under the laws of any such state (except
         service of process with respect to the offering and sale of the
         Securities) or to take any action which would or could subject the
         Company to taxation in any state where it is not now so subject; and to
         promptly advise the Representatives of the receipt by the Company of
         any notification with respect to the suspension of the qualification of
         the Securities for sale in any jurisdiction or the initiation or
         threatening of any proceeding for such purpose;

                  (b)      to make available to the Representatives in New York
         City, as soon as practicable after the Registration Statement becomes
         effective, and thereafter from time to time to furnish to the
         Underwriters, as many copies of the Prospectus (or of the Prospectus as
         amended or supplemented if the Company shall have made any amendments
         or supplements thereto after the effective date of the Registration
         Statement) as the Underwriters may reasonably request for the purposes
         contemplated by the Act;

                  (c)      that the Company will use its best efforts to cause
         any amendment of the Registration Statement to become effective
         promptly. The Company will not file any amendment to the Registration
         Statement or amendment or supplement to the Prospectus relating to any
         series of the Securities to which the Underwriters of such series shall
         object in writing after a reasonable opportunity to review the same.
         Subject to the foregoing sentence, the Company will cause each
         Prospectus supplement relating to the Securities to be filed with the
         Commission pursuant to the applicable paragraph of Rule 424 within the
         time period prescribed and will provide evidence satisfactory to the
         Underwriters of such timely filing. The Company will promptly advise
         the Underwriters of any series of Securities (A) when any Prospectus
         supplement relating to such series shall have been filed with the
         Commission pursuant to Rule 424, (B) when, prior to termination of the
         offering of such series, any amendment to the Registration Statement
         shall have been filed with the Commission or become effective, (C) of
         any request by the Commission for any amendment

                                      C-12



         of the Registration Statement or supplement to the Prospectus or for
         any additional information, (D) of the receipt by the Company of any
         notification of the issuance by the Commission of any stop order
         suspending the effectiveness of the Registration Statement or the use
         of any Prospectus or Prospectus supplement or, if the Company has
         knowledge, of the institution or threat of any proceeding for that
         purpose and (E) of the receipt by the Company of any notification with
         respect to the suspension of the qualification of the Securities for
         sale in any jurisdiction or, if the Company has knowledge, of the
         initiation or threat of any proceeding for such purpose. The Company
         will make every reasonable effort to prevent the issuance of any such
         stop order or of any order suspending or preventing any such use and,
         if issued, to obtain as soon as possible the withdrawal thereof;

                  (d)      to furnish to the Representatives and, upon request,
         to each of the other Underwriters for a period of three years from the
         date of each Pricing Agreement (i) copies of any reports or other
         communications which the Company shall send to its shareholders or
         shall from time to time publish or publicly disseminate, and (ii) such
         other information as the Representatives may reasonably request
         regarding the Company or its Subsidiaries;

                  (e)      to advise the Underwriters of a series of Securities
         promptly of the happening of any event known to the Company within the
         time during which a prospectus relating to such series is required to
         be delivered under the Act which, in the judgment of the Company, would
         require the making of any change in the Prospectus then being used, or
         in the information incorporated therein by reference, so that the
         Prospectus would not include an untrue statement of a material fact or
         omit to state a material fact necessary to make the statements therein,
         in light of the circumstances under which they are made, not
         misleading, and, subject to Section 4(c) during such time, to prepare
         and furnish, at the Company's expense, to the Underwriters promptly
         such amendments or supplements to such Prospectus as may be necessary
         to reflect any such change and to furnish to the Representatives a copy
         of such proposed amendment or supplement before filing any such
         amendment or supplement with the Commission;

                  (f)      that, as soon as practicable after the date of each
         Pricing Agreement, the Company will make generally available to its
         Security holders an earnings statement that satisfies the provisions of
         Section 11(a) of the Act and Rule 158 under the Act;

                  (g)      to apply the net proceeds from the sale of the
         Securities in the manner set forth under the caption "Use of Proceeds"
         in the Prospectus;

                                      C-13



                  (h)      if the Securities being sold pursuant to the
         applicable Pricing Agreement are convertible into or exchangeable or
         exercisable for Underlying Securities, to take all actions contemplated
         by Section 3(h) hereof and, if such Underlying Securities are
         Underlying Equity Securities, to reserve and keep available at all
         times, free of preemptive or other similar rights, a sufficient number
         of shares of Underlying Equity Securities for the purpose of enabling
         the Company to satisfy any obligation to issue such Underlying Equity
         Securities upon any such conversion, exchange or exercise;

                  (i)      to pay all expenses, fees and taxes (other than any
         transfer taxes and fees and disbursements of counsel for the
         Underwriters except as set forth under Section 5 hereof and (iv) below)
         in connection with (i) the preparation and filing of the Registration
         Statement, each preliminary prospectus, the Prospectus, and any
         amendments or supplements thereto, and the printing and furnishing of
         copies of each thereof to the Underwriters and to dealers (including
         costs of mailing and shipment), (ii) the preparation, issuance,
         execution, authentication and delivery of the Securities, (iii) the
         printing of the Pricing Agreement (including these Provisions), an
         Agreement Among Underwriters, any dealer agreements, any Powers of
         Attorney, the Indenture and the reproduction and/or printing and
         furnishing of copies of each thereof to the Underwriters and to dealers
         (including costs of mailing and shipment), (iv) the qualification of
         the Securities for offering and sale under state laws and the
         determination of their eligibility for investment under state law as
         aforesaid (including the legal fees and filing fees and other
         disbursements of counsel for the Underwriters) and the printing and
         furnishing of copies of any blue sky surveys or legal investment
         surveys to the Underwriters and to dealers, (v) any listing of the
         Securities on any securities exchange and any registration thereof
         under the Exchange Act, (vi) any fees payable to investment rating
         agencies with respect to the Securities, (vii) any filing for review of
         the public offering of the Securities by the National Association of
         Securities Dealers, Inc. (the "NASD"), and (viii) the performance of
         the Company's other obligations hereunder; and

                  (j)      that the Company will not, without the consent of the
         Representatives, offer or sell, or publicly announce its intention to
         offer or sell, (i) any debt securities pursuant to a public offering or
         (ii) any unsecured debt securities pursuant to a private placement
         which contemplates the purchasers of such debt securities receiving
         customary registration rights, in each case during the period beginning
         on the date of the Pricing Agreement and ending the 90th day following
         the date of the Pricing Agreement. The Company has not taken, and will
         not take, directly or indirectly, any action which might reasonably be
         expected to cause or result in the stabilization or manipulation of the
         price of any security to facilitate the sale or resale of the
         Securities.

         5.       Reimbursement of Underwriters' Expenses: If the Securities of
a series to which the attached Pricing Agreement relates are not delivered for
any reason other than (a) a termination of the obligations of the several
Underwriters in accordance with clause (a)(iii), (a)(iv)(B) or (a)(v) of Section
9 hereof, or (b) a default by one or more of the Underwriters in its or their
respective

                                      C-14



obligations hereunder, the Company shall reimburse the Underwriters for all of
their out-of-pocket expenses, including the reasonable fees and disbursements of
their counsel.

         6.       Conditions of Underwriters' Obligations: The several
obligations of the Underwriters to purchase and pay for the Securities are
subject to the accuracy of the representations and warranties on the part of the
Company herein on the Representation Date and at the Closing Date (including
those contained in the Pricing Agreement), to the accuracy of the statements of
officers of the Company made pursuant to the provisions hereof, to the
performance by the Company of its obligations hereunder and to the following
conditions:

         (a)      The Company shall furnish to the Representatives at the
         Closing Date an opinion of Carter Ledyard & Milburn LLP, counsel for
         the Company, or other counsel to the Company reasonably acceptable to
         the Representatives, addressed to the Underwriters and dated the
         Closing Date and in form satisfactory to counsel for the Underwriters,
         stating that:

                           (i)      the Pricing Agreement (which incorporates by
                  reference all of these Provisions) has been duly authorized,
                  executed and delivered by the Company;

                           (ii)     the Indenture has been duly authorized,
                  executed and delivered by the Company and, assuming due
                  authorization, execution and delivery by the Trustee,
                  constitutes the legal, valid and binding agreement of the
                  Company enforceable against the Company in accordance with its
                  terms, except insofar as the enforceability thereof may be
                  limited by bankruptcy, insolvency, reorganization, moratorium
                  or similar laws affecting creditors' rights generally, and by
                  general principles of equity;

                           (iii)    the Securities have been duly authorized by
                  the Company and, when executed and authenticated in accordance
                  with the terms of the Indenture and delivered to and paid for
                  by the Underwriters, will be legal, valid and binding
                  obligations of the Company enforceable against the Company in
                  accordance with their terms, except insofar as the
                  enforceability thereof may be limited by bankruptcy,
                  insolvency, reorganization or similar laws affecting
                  creditors' rights generally, and by general principles of
                  equity;

                           (iv)     if any Securities are convertible into, or
                  exchangeable or exercisable for, Underlying Equity Securities,
                  the Underlying Equity Securities are duly and validly
                  authorized, have been duly reserved for issuance upon
                  conversion, exchange or exercise of the related Securities and
                  when duly issued upon such conversion, exchange or exercise
                  will be duly and validly issued, fully paid and
                  non-assessable;

                           (v)      the Securities, any Underlying Securities
                  and the Indenture conform in all material respects to the
                  summary descriptions thereof contained in the Registration
                  Statement and Prospectus;

                                      C-15



                           (vi)     the Registration Statement and the
                  Prospectus (except as to the financial statements and
                  schedules and other financial and statistical data contained
                  or incorporated by reference therein and the Trustee's
                  Statement of Eligibility on Form T-1, as to which such counsel
                  need express no opinion) comply as to form in all material
                  respects with the requirements of the Act;

                           (vii)    the Registration Statement has become
                  effective under the Act and, to the best of such counsel's
                  knowledge, no stop order proceedings with respect thereto are
                  pending or threatened under the Act;

                           (viii)   the Prospectus has been filed within the
                  time periods required by Rule 424(b) under the Act;

                           (ix)     the execution, delivery and performance of
                  the Pricing Agreement and the Indenture, the issuance of the
                  Securities by the Company and the consummation by the Company
                  of the transactions contemplated by the Pricing Agreement do
                  not conflict with, or result in any breach of or constitute a
                  default under (nor constitute any event which with notice,
                  lapse of time or both would constitute a default under) (A)
                  the Indenture, dated as of February 1, 1994, between the
                  Company and The First National Bank of Chicago, as Trustee,
                  and the Officers' Certificates establishing the terms of the
                  Company's 6.45% Notes due 2003, 8.20% Notes due 2003, 6 7/8%
                  Notes due 2004, 7 7/8% Notes due 2005 and 8.00% Notes due
                  2006, (B) the Credit Agreement (Multi-Year) (the "Credit
                  Agreement"), dated as of October 25, 2001, among the Company
                  and Certain Other Borrowers as the Borrowers, Bank of America,
                  N.A., as Administrative Agent, Documentation Agent, Letter of
                  Credit Issuer and Swing Line Lender, Credit Suisse First
                  Boston, First Union National Bank, The Bank of Nova Scotia,
                  and ABN AMRO Bank N.V., as Joint Syndication Agents, the other
                  Lenders party thereto and Banc of America Securities LLC, and
                  Credit Suisse First Boston as Joint Lead Arrangers and Joint
                  Book Managers (as amended through the Closing Date), (C) the
                  Receivables Sale Agreement, dated as of June 28, 2001 between
                  the Company, as Originator and Avnet Receivables Corporation
                  as Buyer (as amended through the Closing Date), and (D) the
                  Amended and Restated Receivables Purchase Agreement dated as
                  of February 6, 2002 among Avnet Receivables Corporation, as
                  Seller, the Company, as Servicer, the Companies, as defined
                  therein, the Financial Institutions, as defined therein, and
                  Bank One, NA (Main Office Chicago) as Agent (as amended
                  through the Closing Date);

                           (x)      no approval, authorization, consent or order
                  of or filing with any United States Federal or New York State
                  governmental or regulatory commission, board, body, authority
                  or agency is required in connection with the issue or sale of
                  the Securities by the Company as contemplated hereby, other
                  than registration of the Securities under the Act and
                  qualification of the Indenture under the Trust Indenture

                                      C-16



                  Act (except such counsel need express no opinion as to any
                  necessary qualification under the state securities or blue sky
                  laws of the various jurisdictions in which the Securities are
                  being offered by the Underwriters);

                           (xi)     the Indenture has been duly qualified under
                  the Trust Indenture Act.

                  In addition, such counsel shall state that it has participated
                  in conferences with officers and other representatives of the
                  Company, representatives of the independent public accountants
                  of the Company and representatives of the Underwriters, at
                  which the contents of the Registration Statement and
                  Prospectus were discussed and, although such counsel (i) has
                  not independently verified, is not passing upon and does not
                  assume responsibility for, the accuracy, completeness or
                  fairness of the statements contained in the Registration
                  Statement or Prospectus (except as and to the extent stated in
                  subparagraph (v) above), and (ii) does not assume
                  responsibility for the accuracy, completeness or fairness of,
                  and has not independently verified the adequacy of the methods
                  or mechanics of the compilation or derivation of, the
                  statistical data contained in the Registration Statement or
                  Prospectus, no facts have come to the attention of such
                  counsel, in the course of such participation, that cause it to
                  believe that the Registration Statement, or any post-effective
                  amendment thereto, as of the date it was declared effective,
                  contained an untrue statement of a material fact or omitted to
                  state a material fact required to be stated therein or
                  necessary to make the statements therein not misleading, or
                  that the Prospectus or any supplement thereto, at the date of
                  such Prospectus or such supplement and at all times up to and
                  including the Closing Date, contained or contains an untrue
                  statement of a material fact or omitted or omits to state a
                  material fact required to be stated therein or necessary in
                  order to make the statements therein, in the light of the
                  circumstances under which they were made, not misleading (it
                  being understood that such counsel need express no opinion
                  with respect to the financial statements and schedules and
                  other financial data included in the Registration Statement or
                  Prospectus or with respect to the Trustee's Statement of
                  Eligibility on Form T-1).

                  In rendering such opinion, counsel may state that such opinion
         is limited to United States Federal and New York law.

         (b)      The Company shall furnish to the Representatives at the
         Closing Date an opinion of David R. Birk, Senior Vice President and
         General Counsel for the Company, or such other counsel to the Company
         reasonably acceptable to the Representatives, addressed to the
         Underwriters and dated the Closing Date and in form satisfactory to
         counsel for the Underwriters, stating that:

                           (i)      the Company is a corporation validly
                  existing and in good standing under the laws of the State of
                  New York, with full corporate power and authority to

                                      C-17



                  own its properties and conduct its business as described in
                  the Registration Statement and the Prospectus and to issue,
                  sell and deliver the Securities as herein contemplated;

                           (ii)     the outstanding shares of capital stock of
                  the Company have been duly and validly authorized and issued
                  and are fully paid, non-assessable and free of statutory and
                  contractual preemptive rights;

                           (iii)    each of the Subsidiaries organized in the
                  United States of America is a corporation validly existing and
                  in good standing under the laws of its respective jurisdiction
                  of incorporation with full corporate power and authority to
                  own its respective properties and to conduct its respective
                  business, except where the failure to be validly existing, to
                  be in good standing, and to have such power and authority
                  could not, individually or in the aggregate, have a Material
                  Adverse Effect (in rendering this opinion with respect to
                  jurisdictions other than the State of New York, such counsel
                  may state that he is relying exclusively on certificates and
                  other documents of public officials of such jurisdictions);

                           (iv)     the Company is duly qualified to transact
                  business as a foreign corporation in Arizona, California,
                  Massachusetts, North Carolina and Texas (in rendering this
                  opinion, such counsel may state that he is relying exclusively
                  on certificates and other documents of public officials of
                  such jurisdictions);

                           (v)      to the best of such counsel's knowledge,
                  neither the Company nor any of its Subsidiaries is in breach
                  of, or in default under (nor has any event occurred which with
                  notice, lapse of time, or both would constitute a breach of,
                  or default under), (i) its charter or by-laws, (ii) any
                  "material contract" (within the meaning of Item 601(b)(10) of
                  Regulation S-K promulgated under the Exchange Act) to which
                  the Company or any of its Subsidiaries is a party or by which
                  any of them or their respective properties may be bound or
                  affected, (iii) any United States Federal or New York State
                  law, regulation or rule, or (iv) any decree, judgment or order
                  applicable to the Company or any of its Subsidiaries;

                           (vi)     the execution, delivery and performance of
                  the Pricing Agreement and the Indenture, the issuance of the
                  Securities and any Underlying Securities by the Company and
                  the consummation by the Company of the transactions
                  contemplated hereby and thereby do not and will not conflict
                  with, or result in any breach of, or constitute a default
                  under (nor constitute any event which with notice, lapse of
                  time, or both would constitute a breach of or default under),
                  any provision of (x) the charter or by-laws of the Company or
                  any of its Subsidiaries or (y) any license, indenture,
                  mortgage, deed of trust, bank loan, credit agreement or other
                  agreement or instrument to which the Company or any of its
                  Subsidiaries is a party or by which any of them or their
                  respective properties may be bound or affected, or (z) any
                  law, regulation or rule

                                      C-18



                  or any decree, judgment or order applicable to the Company or
                  any of its Subsidiaries, except for, in the case of clause (x)
                  above, conflicts, breaches and defaults of Non-Material
                  Subsidiaries which, individually or in the aggregate, could
                  not be expected to have a Material Adverse Effect, and except
                  for, in the case of clauses (y) and (z) above, conflicts,
                  breaches and defaults which, individually or in the aggregate,
                  could not be expected to have a Material Adverse Effect;

                           (vii)    to the best of such counsel's knowledge,
                  there are no contracts, licenses, agreements, leases or
                  documents of a character which are required to be filed as
                  exhibits to the Registration Statement or to be summarized or
                  described in the Prospectus which have not been so filed,
                  summarized or described;

                           (viii)   to the best of such counsel's knowledge,
                  there are no actions, suits or proceedings pending or
                  threatened against the Company or any of its Subsidiaries or
                  any of their respective properties, at law or in equity or
                  before or by any commission, board, body, authority or agency
                  which are required to be described in the Prospectus but are
                  not so described;

                           (ix)     the documents incorporated by reference in
                  the Registration Statement and Prospectus, when they were
                  filed (or, if an amendment with respect to any such document
                  was filed when such amendment was filed), complied as to form
                  in all material respects with the requirements of the Exchange
                  Act and the rules thereunder (except as to the financial
                  statements and schedules and other financial data contained or
                  incorporated by reference therein, and the Trustee's Statement
                  of Eligibility on Form T-1, as to which such counsel need
                  express no opinion);

                           (x)      In addition, such counsel shall state that
                  he has participated in conferences with officers and other
                  representatives of the Company, representatives of the
                  independent public accountants of the Company and
                  representatives of the Underwriters, at which the contents of
                  the Registration Statement and Prospectus were discussed and,
                  although such counsel has not independently verified, is not
                  passing upon, and does not assume responsibility for, the
                  accuracy, completeness or fairness of the statements contained
                  in the Registration Statement or Prospectus, no facts have
                  come to the attention of such counsel, in the course of such
                  participation, that cause it to believe that the Registration
                  Statement, or any post-effective amendment thereto, as of the
                  date it was declared effective, contained an untrue statement
                  of a material fact or omitted to state a material fact
                  required to be stated therein or necessary to make the
                  statements therein not misleading, or that the Prospectus or
                  any supplement thereto, at the date of such Prospectus or such
                  supplement and at all times up to and including the date of
                  this opinion, contained or contains an untrue statement of a
                  material fact or omitted or omits to state a material fact
                  required to be stated therein or necessary in order to make
                  the statements therein, in the light of the circumstances
                  under which they were made, not misleading (it

                                      C-19



                  being understood that I express no opinion with respect to the
                  financial statements and schedules and other financial data
                  included in the Registration Statement or Prospectus or with
                  respect to the Trustee's Statement of Eligibility on Form
                  T-1).

         (c)      The Representatives shall have received from the Company's
         independent public accountants letters dated, respectively, as of the
         Representation Date and the Closing Date, and addressed to the
         Underwriters in form and substance reasonably satisfactory to the
         Representatives.

         (d)      The Representatives shall have received at the Closing Date
         the favorable opinion of counsel for the Underwriters, dated the
         Closing Date, in form and substance reasonably satisfactory to the
         Representatives.

         (e)      Prior to the Closing Date (i) the Registration Statement and
         all amendments thereto, or modifications thereof, if any, shall not
         contain an untrue statement of a material fact or omit to state a
         material fact required to be stated therein or necessary in order to
         make the statements therein not misleading and (ii) the Prospectus and
         all amendments or supplements thereto, or modifications thereof, if
         any, shall not contain an untrue statement of material fact or omit to
         state a material fact required to be stated therein or necessary in
         order to make the statements therein, in the light of the circumstances
         under which they are made, not misleading.

         (f)      Between the Representation Date and the Closing Date, there
         shall not have occurred any change in the condition, financial or
         otherwise, or in the earnings, business affairs or business prospects
         of the Company and its subsidiaries taken as one enterprise, whether or
         not arising in the ordinary course of business, which, in the judgment
         of a majority in interest of the Underwriters, including any
         Representatives, is material and adverse and makes it impractical or
         inadvisable to proceed with completion of the public offering or the
         sale of and payment for the Securities.

         (g)      The Company will, at the Closing Date, deliver to the
         Representatives a certificate of two of its executive officers to the
         effect that the representations and warranties of the Company set forth
         in Section 3 of this Agreement and the conditions set forth in
         subsections (e) and subsection (f) of this Section 6 have been met and
         are true and correct as of such date and to the effect that the
         statistical information included in the Prospectus is true and correct
         in all material respects as of the date of the Prospectus.

         (h)      The Representatives shall have received from the Company's
         Chief Financial Officer a letter dated the Closing Date and addressed
         to the Underwriters, in form and substance reasonably satisfactory to
         the Representatives, with respect to financial information included in
         the Prospectus and the Registration Statement.

                                      C-20



         (i)      Subsequent to the execution of the Pricing Agreement, there
         shall not have occurred (i) any major disruption of settlements of
         securities or clearance services in the United States, or (ii) any
         attack on, outbreak or escalation of hostilities or act of terrorism
         involving the United States, any declaration of war by Congress or any
         other national or international calamity or emergency if, in the
         judgment of a majority in interest of the Underwriters, including any
         Representatives, the effect of any such attack, outbreak, escalation,
         act, declaration, calamity or emergency makes it impractical or
         inadvisable to proceed with completion of the public offering or the
         sale of and payment for the Securities.

         (j)      The Company shall have furnished to the Representatives such
         other documents and certificates as to the accuracy and completeness of
         any statement in the Registration Statement and the Prospectus as of
         the Closing Date as the Representatives may reasonably request.

         (k)      The Company shall perform such of its obligations under these
         Provisions and the Pricing Agreement as are to be performed by the
         terms hereof and thereof at or before the Closing Date.

         (l)      No stop order suspending the effectiveness of the Registration
         Statement has been issued and no proceedings for that purpose have been
         instituted or threatened.

         (m)      At the Closing Date, counsel for the Underwriters shall have
         been furnished with such information, certificates and documents as
         they may reasonably require for the purpose of enabling them to pass
         upon the issuance and sale of the Securities as contemplated herein and
         related proceedings, or in order to evidence the accuracy of any of the
         representations or warranties, or the fulfillment of any of the
         conditions, herein contained; and all opinions and certificates
         mentioned above or elsewhere in this Agreement shall be reasonably
         satisfactory in form and substance to the Representatives and counsel
         for the Underwriters.

7.       Indemnification.

         (a)      The Company agrees to indemnify and hold harmless each
         Underwriter and each person, if any, who controls any Underwriter
         within the meaning of Section 15 of the Act or Section 20 of the
         Exchange Act as follows:

                           (i)      against any and all loss, liability, claim,
                  damage and expense whatsoever, as incurred, arising out of or
                  based upon any untrue statement or alleged untrue statement of
                  a material fact contained in the Registration Statement (or
                  any amendment thereto), including the information deemed to be
                  part of the Registration Statement pursuant to Rule 430A(b)
                  under the Act (the "Rule 430A Information") or Rule 434 under
                  the Act (the "Rule 434 Information"), if applicable, or the
                  omission or alleged omission therefrom of a material fact
                  required to be stated therein or

                                      C-21



                  necessary to make the statements therein not misleading or
                  arising out of or based upon any untrue statement or alleged
                  untrue statement of a material fact included in any
                  preliminary prospectus or the Prospectus (or any amendment or
                  supplement thereto), or the omission or alleged omission
                  therefrom of a material fact necessary in order to make the
                  statements therein, in the light of the circumstances under
                  which they were made, not misleading;

                           (ii)     against any and all loss, liability, claim,
                  damage and expense whatsoever, as incurred, to the extent of
                  the aggregate amount paid in settlement of any litigation, or
                  any investigation or proceeding by any governmental agency or
                  body, commenced or threatened, or of any claim whatsoever
                  based upon any such untrue statement or omission, or any such
                  alleged untrue statement or omission; provided that (subject
                  to Section 7(d) below) any such settlement is effected with
                  the written consent of the Company; and

                           (iii)    against any and all expense whatsoever, as
                  incurred (including, subject to Section 7(c) hereof, the fees
                  and disbursements of counsel chosen by the Representatives),
                  reasonably incurred in investigating, preparing or defending
                  against any litigation, or any investigation or proceeding by
                  any governmental agency or body, commenced or threatened, or
                  any claim whatsoever based upon any such untrue statement or
                  omission, or any such alleged untrue statement or omission, to
                  the extent that any such expense is not paid under (i) or (ii)
                  above;

         provided, however, that the indemnity provided in this Section 7(a)
         shall not apply to any loss, liability, claim, damage or expense to the
         extent arising out of any untrue statement or omission or alleged
         untrue statement or omission made in reliance upon and in conformity
         with written information furnished to the Company by or on behalf of
         any Underwriter through the Representatives expressly for use in the
         Registration Statement (or any amendment thereto), including the Rule
         430A Information and the Rule 434 Information deemed to be a part
         thereof, if applicable, or any preliminary prospectus or the Prospectus
         (or any amendment or supplement thereto) (the "Furnished Information");
         and provided, further, that with respect to any untrue statement or
         omission or alleged untrue statement or omission made in any
         preliminary prospectus, the indemnity provided in this Section 7(a)
         shall not inure to the benefit of any Underwriter from whom the person
         asserting any such losses, claims, damages, liabilities or expenses
         purchased the Securities concerned to the extent that (i) any such
         loss, claim, damage, liability or expense of such Underwriter and its
         affiliates results from the fact that a copy of the final Prospectus
         (excluding documents incorporated by reference) was not sent or given
         to such person at or prior to the written confirmation of sale of such
         Securities as required by the Act, and (ii) the untrue statement or
         omission has been corrected in the final Prospectus; and provided,
         further, that the indemnity provided in this Section 7(a) shall be
         limited, to the extent it applies to fees and disbursements of counsel,
         to reasonable amounts of such fees and disbursements.

                                      C-22



         (b)      Each Underwriter severally agrees to indemnify and hold
         harmless the Company, its directors, each of its officers who signed
         the Registration Statement, and each person, if any, who controls the
         Company within the meaning of Section 15 of the Act or Section 20 of
         the Exchange Act against any and all loss, liability, claim, damage and
         expense described in the indemnity contained in subsection (a) of this
         Section 7, as incurred, but only with respect to untrue statements or
         omissions, or alleged untrue statements or omissions, made in the
         Registration Statement (or any amendment thereto) including the Rule
         430A Information and the Rule 434 Information deemed to be a part
         thereof, if applicable, or any preliminary prospectus or the Prospectus
         (or any amendment or supplement thereto) in reliance upon and in
         conformity with the Furnished Information, which the Underwriters agree
         to identify by letter to the Company dated each Closing Date.

         (c)      Each indemnified party shall give notice as promptly as
         reasonably practicable to each indemnifying party of any action
         commenced against it in respect of which indemnity may be sought
         hereunder, but failure to so notify an indemnifying party shall not
         relieve such indemnifying party from any liability hereunder to the
         extent it is not materially prejudiced as a result thereof and in any
         event shall not relieve it from any liability which it may have
         otherwise than on account of this indemnity agreement. In the case of
         parties indemnified pursuant to Section 7(a) above, counsel to the
         indemnified parties shall be selected by the Representatives, and, in
         the case of parties indemnified pursuant to Section 7(b) above, counsel
         to the indemnified parties shall be selected by the Company. An
         indemnifying party may participate at its own expense in the defense of
         any such action; provided, however, that counsel to the indemnifying
         party shall not (except with the consent of the indemnified party) also
         be counsel to the indemnified party. In no event shall the indemnifying
         parties be liable for fees and expenses of more than one counsel (in
         addition to any local counsel) separate from their own counsel for all
         indemnified parties in connection with any one action or separate but
         similar or related actions in the same jurisdiction arising out of the
         same general allegations or circumstances. No indemnifying party shall,
         without the prior written consent of the indemnified parties, settle or
         compromise or consent to the entry of any judgment with respect to any
         litigation, or any investigation or proceeding by any governmental
         agency or body, commenced or threatened, or any claim whatsoever in
         respect of which indemnification or contribution could be sought under
         this Section 7 or Section 8 hereof (whether or not the indemnified
         parties are actual or potential parties thereto), unless such
         settlement, compromise or consent (i) includes an unconditional release
         of each indemnified party from all liability arising out of such
         litigation, investigation, proceeding or claim and (ii) does not
         include a statement as to or an admission of fault, culpability or a
         failure to act by or on behalf of any indemnified party.

         (d)      If at any time an indemnified party shall have requested an
         indemnifying party to reimburse the indemnified party for fees and
         expenses of counsel, such indemnifying party agrees that it shall be
         liable for any settlement of the nature contemplated by Section
         7(a)(ii) effected without its written consent if (i) such settlement is
         entered into more than 45 days after receipt by such indemnifying party
         of the aforesaid request, (ii) such indemnifying party

                                      C-23



         shall have received notice of the terms of such settlement at least 30
         days prior to such settlement being entered into and (iii) such
         indemnifying party shall not have reimbursed such indemnified party in
         accordance with such request prior to the date of such settlement.
         Notwithstanding the immediately preceding sentence, if at any time an
         indemnified party shall have requested an indemnifying party to
         reimburse the indemnified party for fees and expenses of counsel, an
         indemnifying party shall not be liable for any settlement of the nature
         contemplated by Section 7(a)(ii) effected without its consent if such
         indemnifying party (i) reimburses such indemnified party in accordance
         with such request to the extent it considers such request to be
         reasonable and (ii) provides written notice to the indemnified party
         substantiating the unpaid balance as unreasonable, in each case prior
         to the date of such settlement.

8.       Contribution.

                  If the indemnification provided for in Section 7 hereof is for
any reason unavailable to or insufficient to hold harmless an indemnified party
in respect of any losses, liabilities, claims, damages or expenses referred to
therein, then each indemnifying party shall contribute to the aggregate amount
of such losses, liabilities, claims, damages and expenses incurred by such
indemnified party, as incurred, (i) in such proportion as is appropriate to
reflect the relative benefits received by the Company, on the one hand, and the
Underwriters, on the other hand, from the offering of the Securities pursuant to
the applicable Pricing Agreement, or (ii) if the allocation provided by clause
(i) is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but also
the relative fault of the Company, on the one hand, and the Underwriters, on the
other hand, in connection with the statements or omissions which resulted in
such losses, liabilities, claims, damages or expenses, as well as any other
relevant equitable considerations.

                  The relative benefits received by the Company, on the one
hand, and the Underwriters, on the other hand, in connection with the offering
of the Securities pursuant to the applicable Pricing Agreement shall be deemed
to be in the same respective proportions as the total net proceeds from the
offering of such Securities (before deducting expenses) received by the Company
and the total underwriting discount received by the Underwriters, in each case
as set forth on the cover of the Prospectus, or, if Rule 434 is used, the
corresponding location on the term sheet, bear to the aggregate initial public
offering price of such Securities as set forth on such cover.

                  The relative fault of the Company, on the one hand, and the
Underwriters, on the other hand, shall be determined by reference to, among
other things, whether any such untrue or alleged untrue statement of a material
fact or omission or alleged omission to state a material fact relates to
information supplied by the Company or by the Underwriters and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.

                  The Company and the Underwriters agree that it would not be
just and equitable if

                                      C-24



contribution pursuant to this Section 8 were determined by pro rata allocation
(even if the Underwriters were treated as one entity for such purpose) or by any
other method of allocation which does not take account of the equitable
considerations referred to above in this Section 8. The aggregate amount of
losses, liabilities, claims, damages and expenses incurred by an indemnified
party and referred to above in this Section 8 shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in
investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.

                  Notwithstanding the provisions of this Section 8, no
Underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the Securities underwritten by it and
distributed to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of any such untrue or
alleged untrue statement or omission or alleged omission.

                  No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.

                  For purposes of this Section 8, each person, if any, who
controls an Underwriter within the meaning of Section 15 of the Act or Section
20 of the Exchange Act shall have the same rights to contribution as such
Underwriter, and each director of the Company, each officer of the Company who
signed the Registration Statement, and each person, if any, who controls the
Company within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act shall have the same rights to contribution as the Company. The
Underwriters' respective obligations to contribute pursuant to this Section 8
are several in proportion to the number or aggregate principal amount, as the
case may be, of Securities set forth opposite their respective names in the
applicable Pricing Agreement, and not joint.

9.       Termination.

         (a)      The Representatives may terminate the applicable Pricing
         Agreement, by notice to the Company, at any time at or prior to the
         Closing Date, if (i) there has been, since the Representation Date or
         since the respective dates as of which information is given in the
         Prospectus, any material adverse change in the condition, financial or
         otherwise, or in the earnings, business affairs or business prospects
         of the Company and its subsidiaries considered as one enterprise,
         whether or not arising in the ordinary course of business, or (ii) any
         of the ratings accorded any of the Company's debt securities shall have
         been downgraded, or placed under surveillance or review, other than
         with positive implications, by any credit rating agency recognized by
         the Commission as a "nationally recognized statistical rating
         organization," or (iii) there has occurred any material adverse change
         in the financial markets in the United States or, if the Securities are
         denominated or payable in, or indexed

                                      C-25



         to, one or more foreign or composite currencies, in the applicable
         international financial markets, or any outbreak of hostilities or
         escalation thereof or other calamity or crisis or any change or
         development involving a prospective change in national or international
         political, financial or economic conditions, in each case the effect of
         which is such as to make it, in the judgment of the Representatives,
         impracticable to market the Securities or to enforce contracts for the
         sale of the Securities, or (iv)(A) trading in any securities of the
         Company has been suspended or materially limited by the Commission or
         the New York Stock Exchange, or (B) trading generally on the New York
         Stock Exchange or the American Stock Exchange or in the Nasdaq National
         Market has been suspended or materially limited, or minimum or maximum
         prices for trading have been fixed, or maximum ranges for prices have
         been required, by either of said exchanges or by such system or by
         order of the Commission, the NASD or any other governmental authority,
         or (v) a banking moratorium has been declared by either Federal or New
         York authorities or, if the Securities include debt securities
         denominated or payable in, or indexed to, one or more foreign or
         composite currencies, by the relevant authorities in the related
         foreign country or countries.

         (b)      If these Provisions or the applicable Pricing Agreement is
         terminated pursuant to this Section 9, such termination shall be
         without liability of any party to any other party except as provided in
         Section 5 hereof, and provided further that Sections 3, 7, 8 and 9
         shall survive such termination and remain in full force and effect.

         10.      Notices:

                  Except as otherwise herein provided, all statements, requests,
notices and agreements shall be in writing and, if to the Underwriters, at their
addresses furnished to the Company in the Pricing Agreement for the purpose of
communications hereunder and, if to the Company, shall be sufficient in all
respects if delivered or telefaxed to the Company at the offices of the Company
at 2211 South 47th Street, Phoenix, Arizona 85034, Attention: Mr. Raymond
Sadowski (fax no. (480) 643-7929).

         11.      Construction:

                  These Provisions and the Pricing Agreement shall be governed
by, and construed in accordance with, the laws of the State of New York. The
section headings in these Provisions have been inserted as a matter of
convenience of reference and are not a part of these Provisions.

         12.      Parties at Interest:

                  The agreements set forth herein and in the Pricing Agreement
have been and are made solely for the benefit of the Underwriters and the
Company and the controlling persons, directors and officers referred to in
Sections 7 and 8 hereof, and their respective successors, assigns, executors and
administrators. No other person, partnership, association or corporation
(including a purchaser, as

                                      C-26



such purchaser, from any of the Underwriters) shall acquire or have any right
under or by virtue of these Provisions or the Pricing Agreement.

         13.      Default of Underwriters:

                  If any Underwriter or Underwriters default in their
obligations to purchase Securities under the Pricing Agreement and the aggregate
principal amount of Securities that such defaulting Underwriter or Underwriters
agreed but failed to purchase does not exceed 10% of the total principal amount
of Securities to be sold pursuant to the Pricing Agreement, the Representatives
may make arrangements satisfactory to the Company for the purchase of such
Securities by other persons, including any of the Underwriters, but if no such
arrangements are made by the Closing Date, the non-defaulting Underwriters shall
be obligated severally, in proportion to their respective commitments under the
Pricing Agreement, to purchase the Securities that such defaulting Underwriters
agreed but failed to purchase. If any Underwriter or Underwriters so default and
the aggregate principal amount of Securities to be sold pursuant to the Pricing
Agreement with respect to which such default or defaults occur exceeds 10% of
the total principal amount of Securities to be sold pursuant to the Pricing
Agreement and arrangements satisfactory to the Representatives and the Company
for the purchase of such Offered Securities by other persons are not made within
36 hours after such default, the Pricing Agreement will terminate without
liability on the part of any non-defaulting Underwriter or the Company, except
as provided in Section 8. As used in these Provisions, the term "Underwriter"
includes any person substituted for an Underwriter under this Section 13.
Nothing herein will relieve a defaulting Underwriter from liability for its
default. The respective commitments of the several Underwriters for the purposes
of this Section 13 shall be determined without regard to reduction in the
respective Underwriters' obligations to purchase the principal amounts of the
Securities set forth opposite their names in the Pricing Agreement as a result
of delayed delivery contracts entered into by the Company.

                                      C-27



                                                                       EXHIBIT A

COMPANY DETAILS:  AVNET, INC.
                                            Registered Agent: CT CORPORATION
                                                              SYSTEM
Domestic Jurisdiction        NEW YORK       Agent Address:    111 EIGHTH AVENUE
                                                              NEW YORK, NY 10011
LIST OF SERVICES



- --------------  -----------  -----------------------  -----------------------------------
                   FILING
  JURISDICTION      DATE             SERVICE                   REGISTERED AGENT
- --------------  -----------  -----------------------  -----------------------------------
                                             
- --------------  -----------  -----------------------  -----------------------------------
Alabama         10-24-1984   Foreign Representation   The Corporation Company
- --------------  -----------  -----------------------  -----------------------------------
Alaska          02-20-1990   Foreign Representation   CT Corporation System
- --------------  -----------  -----------------------  -----------------------------------
Arizona         03-04-1987   Foreign Representation   CT Corporation System
- --------------  -----------  -----------------------  -----------------------------------
Arkansas        01-10-1995   Foreign Representation   The Corporation Company
- --------------  -----------  -----------------------  -----------------------------------
California      06-28-1968   Foreign Representation   CT Corporation System
- --------------  -----------  -----------------------  -----------------------------------
Colorado        11-19-1979   Foreign Representation   The Corporation Company
- --------------  -----------  -----------------------  -----------------------------------
Connecticut     07-16-1969   Foreign Representation   CT Corporation System
- --------------  -----------  -----------------------  -----------------------------------
Florida         10-20-1980   Foreign Representation   CT Corporation System
- --------------  -----------  -----------------------  -----------------------------------
Georgia         04-01-1969   Foreign Representation   CT Corporation System
- --------------  -----------  -----------------------  -----------------------------------
Idaho           12-18-1996   Foreign Representation   CT Corporation System
- --------------  -----------  -----------------------  -----------------------------------
Illinois        12-16-1964   Foreign Representation   CT Corporation System
- --------------  -----------  -----------------------  -----------------------------------
Indiana         01-17-1980   Foreign Representation   CT Corporation System
- --------------  -----------  -----------------------  -----------------------------------
Iowa            02-26-1990   Foreign Representation   CT Corporation System
- --------------  -----------  -----------------------  -----------------------------------
Kansas          03-19-1969   Foreign Representation   The Corporation Company, Inc.
- --------------  -----------  -----------------------  -----------------------------------
Kentucky        10-12-1984   Foreign Representation   CT Corporation System
- --------------  -----------  -----------------------  -----------------------------------
Maryland        05-03-1967   Foreign Representation   The Corporation Trust Incorporated
- --------------  -----------  -----------------------  -----------------------------------
Massachusetts   06-28-1968   Foreign Representation   The Secretary of the Commonwealth
- --------------  -----------  -----------------------  -----------------------------------
Michigan        03-19-1968   Foreign Representation   The Corporation Company
- --------------  -----------  -----------------------  -----------------------------------






- ----------------  -----------  -----------------------  ----------------------------------------
                    FILING
  JURISDICTION       DATE              SERVICE                     REGISTERED AGENT
- ----------------  -----------  -----------------------  ----------------------------------------
                                               
- ----------------  -----------  -----------------------  ----------------------------------------
                  1968
- ----------------  -----------  -----------------------  ----------------------------------------
Minnesota         05-09-1966   Foreign Representation   CT Corporation System
- ----------------  -----------  -----------------------  ----------------------------------------
Mississippi       04-25-1995   Foreign Representation   CT Corporation System
- ----------------  -----------  -----------------------  ----------------------------------------
Missouri          04-07-1969   Foreign Representation   CT Corporation System
- ----------------  -----------  -----------------------  ----------------------------------------
Nevada            10-21-1983   Foreign Representation   The Corporation Trust Company of Nevada
- ----------------  -----------  -----------------------  ----------------------------------------
New Hampshire     05-04-1990   Foreign Representation   CT Corporation System
- ----------------  -----------  -----------------------  ----------------------------------------
New Jersey        06-29-1966   Foreign Representation   The Corporation Trust Company
- ----------------  -----------  -----------------------  ----------------------------------------
New Mexico        03-07-1990   Foreign Representation   CT Corporation System
- ----------------  -----------  -----------------------  ----------------------------------------
New York          07-22-1955   Foreign Representation   CT Corporation System
- ----------------  -----------  -----------------------  ----------------------------------------
North Carolina    01-07-1985   Foreign Representation   CT Corporation System
- ----------------  -----------  -----------------------  ----------------------------------------
Ohio              05-23-1968   Foreign Representation   CT Corporation System
- ----------------  -----------  -----------------------  ----------------------------------------
Oklahoma          06-23-1986   Foreign Representation   The Corporation Company
- ----------------  -----------  -----------------------  ----------------------------------------
Oregon            06-30-1969   Foreign Representation   CT Corporation System
- ----------------  -----------  -----------------------  ----------------------------------------
Pennsylvania      01-05-1965   Foreign Representation   Registered Office
- ----------------  -----------  -----------------------  ----------------------------------------
Rhode Island      12-18-1995   Foreign Representation   CT Corporation System
- ----------------  -----------  -----------------------  ----------------------------------------
Tennessee         07-22-1955   Foreign Representation   CT Corporation System
- ----------------  -----------  -----------------------  ----------------------------------------
Texas             12-23-1968   Foreign Representation   CT Corporation System
- ----------------  -----------  -----------------------  ----------------------------------------
Utah              05-11-1989   Foreign Representation   CT Corporation System
- ----------------  -----------  -----------------------  ----------------------------------------
Washington        05-19-1986   Foreign Representation   CT Corporation System
- ----------------  -----------  -----------------------  ----------------------------------------
Wisconsin         03-30-1990   Foreign Representation   CT Corporation System
- ----------------  -----------  -----------------------  ----------------------------------------

                                                                       EXHIBIT 5

                                       AVNET

DAVID R. BIRK
Senior Vice President,
Secretary and General Counsel

                                                       February 3, 2003

Board of Directors
Avnet, Inc.
2211 South 47th Street
Phoenix, Arizona 85034

         Re:      9 3/4% Notes due February 15, 2008
                  Registration Statement on Form S-3
                  Registration No. 333-39530

Ladies and Gentlemen:

         I refer to the above-referenced Registration Statement on Form S-3 (the
"Registration Statement") filed by Avnet, Inc. (the "Company") with the
Securities and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of up to $1,500,000,000 in gross proceeds to
the Company of various securities to be issued from time to time in one or more
public offerings.

         It is proposed that $475,000,000 aggregate principal amount of Debt
Securities will be issued as 9 3/4% Notes due February 15, 2008 of the Company
(the "Notes"), under the terms of the Indenture listed as Exhibit 4.1 to this
Current Report on Form 8-K (the "Indenture") and will be sold pursuant to the
terms of the Pricing Agreement included in Exhibit 4.2 to this Current Report on
Form 8-K (the "Pricing Agreement").

         I have examined the Indenture, the Pricing Agreement and resolutions
adopted by the Board of Directors of the Company, its duly appointed committees
and the Chief Financial Officer of the Company relating to the authorization of
the issuance and sale of the Debt Securities in general and the Notes in
particular. I have also examined and am familiar with originals, or copies the
authenticity of which has been established to my satisfaction, of such other
documents and instruments as I have deemed necessary to express the opinions
hereinafter set forth. Based upon the foregoing, it is my opinion that the
Notes, when issued or delivered in the manner provided for in the Pricing
Agreement, will be legally issued and the binding obligations of the Company
under the laws of the State of New York, which laws govern the Indenture.

              AVNET, INC. 2211 South 47th Street, Phoenix, AZ 85034
               T.480-643-7763 F.480-643-7929 david.birk@avnet.com



         I consent to the use of this opinion as Exhibit 5 to the Registration
Statement and to the reference to me under the caption "Legal Matters" in the
prospectus supplement dated January 31, 2003, constituting Part I thereof.

                                                     Very truly yours,

                                                     /s/ David R. Birk

                                                     David R. Birk
                                                     General Counsel

                                                                      EXHIBIT 12

                                   AVNET, INC.
               COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES



                                                      FISCAL YEARS ENDED                                SIX MONTHS ENDED
                              ---------------------------------------------------------------    ------------------------------
                                JUNE 28,
                                 2002        JUNE 29,     JUNE 30,      JULY 2,     JUNE 26,      DECEMBER 27,     DECEMBER 28,
                                (1)(2)       2001 (3)     2000 (4)     1999 (5)     1998 (6)        2002 (7)         2001 (2)
                              ----------    ---------    ---------    ---------    ---------     -------------    --------------
                                                                   (DOLLARS IN THOUSANDS)
                                                                                             
Income (loss) from
   continuing operations
   before income taxes.....   $(120,813)     $ 87,252     $283,646     $385,140     $291,448      $(95,980)         $(39,952)
Add fixed charges..........     148,790       211,621      109,186       73,555       55,408        62,719            83,467
                              ---------      --------     --------     --------     --------      --------          --------
Income as adjusted.........   $  27,977      $298,873     $392,832     $458,695     $346,856      $(33,261)         $ 43,515
                              =========      ========     ========     ========     ========      ========          ========

Fixed charges:
   Interest on
      indebtedness.........   $ 124,583      $191,895     $ 94,798     $ 62,591     $ 45,260      $ 51,337          $ 71,172
   Amortization of debt
      expense..............       7,750         4,408        1,125          449          252         3,673             4,151

   Rents:
      Portion of rents
         representative of
         the interest
         factor............      16,457        15,318       13,263       10,515        9,896         7,709             8,144
                              ---------      --------     --------     --------     --------      --------          --------
Total fixed charges........   $ 148,790      $211,621     $109,186     $ 73,555     $ 55,408      $ 62,719          $ 83,467
                              =========      ========     ========     ========     ========      ========          ========

Ratio of earnings to
   fixed charges...........
                                      *          1.4x         3.6x         6.2x         6.3x             *                 *
                              =========      ========     ========     ========     ========      ========          ========


NOTES:

(1)      The loss from continuing operations before income taxes includes the
         impact of incremental special charges related to the write-down of
         certain assets acquired in the fiscal 2001 acquisition of Kent
         Electronics Corporation, net of certain recoveries of previous
         write-downs and reserves, and other charges taken in response to
         business conditions, including an impairment charge to write down
         certain investments in unconsolidated Internet-related businesses to
         their fair value and severance charges for workforce reductions
         announced during the fourth quarter of fiscal 2002. The net special
         charges amounted to $79.6 million pre-tax. Had such special charges
         not been included, earnings would have been deficient in covering fixed
         charged by $41.2 million on a pro forma basis.

(2)      The loss from continuing operations before income taxes excludes the
         impact of Avnet's adoption of Statement of Financial Accounting
         Standards No. 142 ("SFAS 142"), "Goodwill and Other Intangible Assets,"
         on June 30, 2001, the first day of Avnet's fiscal year 2002. SFAS 142,
         which requires that ratable amortization of goodwill be replaced with
         periodic tests for goodwill impairment, resulted in a transition
         impairment charge recorded by Avnet of $580.5 million. This charge is
         reflected as the cumulative change in accounting principle in the
         consolidated statements of operations. Including the cumulative effect
         of change in accounting principle, Avnet recorded a net loss of $664.9
         million in the year ended June 28, 2002 and a net loss of $602.3
         million in the six months ended December 28, 2001.



(3)      Income from continuing operations before income taxes includes the
         impact of incremental special charges related to the acquisition and
         integration of Kent, which was accounted for as a pooling-of-interests,
         and other integration, reorganization and cost cutting initiatives
         taken in response to business conditions. The special charges amounted
         to $327.5 million pre-tax. Had such special items not been included,
         the ratio of earnings to fixed charges for the year ended June 29, 2001
         would have been 3.0x on a pro forma basis.

(4)      Income from continuing operations before income taxes includes the
         impact of incremental special charges associated with: (a) the
         integration of Marshall Industries, Eurotronics B.V. and the SEI Macro
         Group into EM, (b) the integration of JBA Computer Solutions into CM
         North America, (c) the reorganization of EM Asia, (d) the
         reorganization of EM's European warehousing operations, and (e) costs
         incurred in connection with certain litigation brought by Avnet. The
         total special charges for fiscal 2000 amounted to $49.0 million
         pre-tax. Had such special items not been included, the ratio of
         earnings to fixed charges for the year ended June 30, 2000 would have
         been 4.0x on a pro forma basis.

(5)      Income from continuing operations before income taxes includes the net
         gain on exiting the printed catalog business recorded in the fourth
         quarter of fiscal 1999 offset by special charges recorded in the first
         quarter associated with the reorganization of Avnet's EM operations in
         Europe. The net positive effect on fiscal 1999 income before income
         taxes was $183.0 million. Had such special items not been included, the
         ratio of earnings to fixed charges for the year ended July 2, 1999
         would have been 3.7x on a pro forma basis.

(6)      Income from continuing operations before income taxes includes the net
         negative impact of $14.9 million pre-tax from (a) the gain on the sale
         of Channel Master of $33.8 million pre-tax, (b) costs relating to the
         divestiture of Avnet Industrial, the closure of Avnet's corporate
         headquarters in Great Neck, New York, and the anticipated loss on the
         sale of Avnet-owned real estate, amounting to $13.3 million pre-tax,
         and (c) incremental special charges associated with the reorganization
         of Avnet's EM operations in the Americas, amounting to $35.4 million.
         Had such special items not been included, the ratio of earnings to
         fixed charges for the year ended June 26, 1998 would have been 6.5x on
         a pro forma basis.

(7)      The loss from continuing operations before income taxes includes
         incremental special charges recorded in connection with Avnet's
         continuing cost reduction initiatives. The charges related to (a)
         severance for workforce reductions, (b) reserves for non-cancelable
         lease obligations, write-downs of the carrying value of owned
         facilities and write-downs of owned assets located in the leased and
         owned facilities, all of which were identified by management to be
         consolidated into other existing Avnet facilities, and (c) costs
         related to write-offs of certain capitalized IT-related initiatives.
         The special charges amounted to $106.7 million pre-tax. Had such
         special items not been included, the ratio of earnings to fixed charges
         for the six months ended December 27, 2002 would have been 1.2x on a
         pro forma basis.

                                       -2-



    * Earnings were deficient in covering fixed charges by $120.8 million for
      the fiscal year ended June 28, 2002 and by $95.9 million and $40.0 million
      for the six months ended December 27, 2002 and December 28, 2001,
      respectively.