RECITALS
1
Exhibit 4.2
SECOND AMENDMENT TO CREDIT AGREEMENT AND
EXTENSION OF FACILITY TERMINATION DATE
This Second Amendment to Credit Agreement and Extension of Facility
Termination Date (this "Second Amendment"), dated as of November 10, 1997, is by
and among Pioneer-Standard Electronics, Inc., an Ohio corporation, and its
successors and assigns (the "Borrower"), National City Bank, a national banking
association, and the several banks, financial institutions and other entities
from time to time parties to the Agreement (sometimes collectively, "Lenders"
and sometimes individually, a "Lender"), and National City Bank, not
individually, but as "Agent". Capitalized terms used herein, and not otherwise
defined herein, shall have the meaning ascribed to those terms in the Credit
Agreement (as defined herein).
RECITALS
A. Borrower, Lenders and Agent entered into a Credit Agreement dated as
of August 12, 1996 (the "Original Credit Agreement"), whereby Lenders agreed to
make revolving loans available to Borrower in an aggregate principal amount not
to exceed $125,000,000, pursuant to the terms of the Original Credit Agreement.
B. Borrower, Lenders and Agent entered into a First Amendment to Credit
Agreement as of June 30, 1997 (the "First Amendment"), amending certain terms
and conditions of the Original Credit Agreement (the Original Credit Agreement
as amended by the First Amendment, the "Amended Credit Agreement");
C. Borrower, Lenders and Agent desire to amend certain terms and
conditions of the Amended Credit Agreement.
D. The Amended Credit Agreement as modified by this Second Amendment
shall hereafter be the "Credit Agreement."
NOW THEREFORE, for mutual consideration, the receipt and sufficiency of
which is acknowledged by Borrower, Lenders and Agent, the parties hereby agree
as follows:
1. As provided for in the definition of Facility Termination Date in
the Amended Credit Agreement, the Facility Termination Date is hereby extended
one (1) year (August 12, 2000).
2. As of the date hereof, Borrower hereby affirms each of the
representations and warranties set forth in SECTION 4 of the Amended Credit
Agreement.
3. SECTION 5.14 of the Amended Credit Agreement shall be deleted in its
entirety and the following shall be substituted in lieu thereof:
2
5. 14 ACQUISITIONS AND INVESTMENTS. Borrower will not, nor will it
permit any Subsidiary to, make or suffer to exist any Investments, or
commitments therefor, or create any Subsidiary (other than Illinois, Minnesota
and the Limited Partnership) or become or remain a partner in any partnership or
joint venture, or make any Acquisition of any Person, except:
(i) Cash Equivalents;
(ii) up to $10,800,000 investment in Canada, other existing
Investments in Subsidiaries and joint ventures, and other
Investments in existence on the date hereof and described in
Schedule "1" hereto;
(iii) acquisitions permitted pursuant to SECTION 5.27;
(iv) investments and loans permitted under SECTION 5.26; and
(v) up to $7,000,000 investment in World Peace Industrial Co. Ltd.
("WPI"), to acquire approximately 5% of the stock of WPI.
4. Borrower represents and warrants that as of the date hereof Borrower
is not in Default under any of the terms and conditions of the Credit Agreement.
5. All other terms and conditions of the Credit Agreement shall remain
in full force and effect and unmodified hereby.
6. This Agreement may be executed in any number of counterparts, each
of which shall be an original, and all of which taken together shall constitute
one instrument.
PIONEER-STANDARD ELECTRONICS, INC.
By:
Print Name: Xxxx X. Xxxxxxx
Title: Vice President
0000 Xxxx 000xx Xxxxxx
Xxxxxxxx Xxxxxxx, Xxxx 00000
Phone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxx X. Xxxxxxx
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3
NATIONAL CITY BANK,
Individually and as
Agent
By /s/ Xxxxxxx X. XxXxxx
Print Name: Xxxxxxx X. XxXxxx
Title: Senior Vice President
Via Hand Delivery
National City Bank
National City Center, 10th Floor
0000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
Via U.S. Mail
National City Bank
X.X. Xxx 0000
Xxxxxxxxx, Xxxx 00000-0000
Attention: Xxxxxxx X. XxXxxx
Senior Vice President
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KEYBANK NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxx
Print Name: Xxxxxxx X. Xxxxx
Title: Vice President
Via Hand Delivery
KeyBank National Association
Large Corporate Group
Mail Code OH-01-27-0606
000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000-0000
Via U.S. Mail
KeyBank National Association
Large Corporate Group
Mail Code OH-01-27-0606
000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000-0000
Attention:
Xxxxxxx X. Xxxxxxx
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5
MELLON BANK, N.A.
By: Xxxx X. Xxxxxxxx
Print Name: /s/ Xxxx X. Xxxxxxxx
Title: AVP
Via Hand Delivery
Mellon Bank, N.A.
Three Mellon Xxxx Xxxxxx
Xxxxx 0000
Xxxxxxxxxx, XX 00000
Attention: Loan Administration
Xxxxxxx Xxxxxxxxxxx
Via U.S. Mail
Mellon Bank, N.A.
Three Mellon Xxxx Xxxxxx
Xxxxx 0000
Xxxxxxxxxx, XX 00000
Attention: Loan Administration
Xxxxxxx Xxxxxxxxxxx
With a Copy To:
Via Hand Delivery
Mellon Bank, N.A.
Xxx Xxxxxx Xxxx Xxxxxx
Xxxxx Xxxxxx, Xxxx 0000
Xxxxxxxxxx, XX 00000-0000
Via U.S. Mail
Mellon Bank, N.A.
One Mellon Bank Center
Grant Street, Room 4530
Xxxxxxxxxx, XX 00000-0000
Attention:
Xxxx X. Xxxxxxxx
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STAR BANK, N.A.
By: /s/ Xxxx X. Xxxxxxx
Print Name: Xxxx X. Xxxxxxx
Title: Senior Vice President
Via Hand Delivery
Star Bank, N.A.
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxx 00000
Via U.S. Mail
Star Bank, N.A.
0000 Xxxxxx Xxxxxx, Xxxxx 000
Mail Location 4432
Xxxxxxxxx, Xxxx 00000
Attention:
Xxxx X. Xxxxxxx
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