1 Exhibit 10(k) FIRST AMENDMENT TO CREDIT AGREEMENT ----------------------------------- THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made as of May 1, 1998, by and among Pioneer-Standard Electronics, Inc., an Ohio corporation, and...
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Exhibit 10(k)
FIRST AMENDMENT TO CREDIT AGREEMENT
-----------------------------------
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made as
of May 1, 1998, 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 Ag?eement (as
defined below) (sometimes collectively, "Lenders" and sometimes individually, a
"Lender"), and National City Bank, not individually, but as "Agent."
WHEREAS, Borrower, the Lenders and Agent entered into that certain
Credit Agreement dated as of March 27, 1998 (the "Agreement"); and
WHEREAS, Borrower, the Lenders and Agent are desirous of amending the
Agreement on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, Borrower, the Lenders and Agent agree as follows:
1. Section 2.6 of the Agreement shall be deleted in its entirety and
the following inserted in lieu thereof:
2.6 MONEY MARKET LINE LOANS. Borrower may, subject to the
terms and conditions of this Agreement, borrow on an overnight basis,
payable on demand by Agent, on the Closing Date and from time to time
thereafter sums which shall bear interest at a rate of interest equal
to the Federal Funds Rate plus the LIBOR Applicable Margin. Each Money
Market Line Advance shall be in an amount equal to or greater than Ten
Million Dollars ($10,000,000); PROVIDED, HOWEVER, that, (i) a Money
Market Advance that is the result of a conversion of a Swingline Loan
pursuant to SECTION 2.7(b) shall not be required to be in an amount
equal to or greater than Ten Million Dollars ($10,000,000), (ii) with
regard to each Lender individually, the sum of each such Lender's
outstanding Loans shall not exceed such Lender's Commitment; (iii)
with regard to Lenders collectively, the Outstanding Amount shall not
exceed the Aggregate Commitment; and (iv) Borrower may elect not to
borrow a Money Market Line Loan by Telephonic Notice to Agent within
two (2) hours of notice from Agent of the interest rate to be
applicable to such Loan. Any Money Market Line Loan not repaid in
full, including the principal amount thereof and all accrued interest,
within one (1) Business Day of demand for payment by Agent Or the
Required Lenders shall automatically convert into a Base Rate Loan and
bear interest at the Base Rate.
2. Section 2.7 of the Agreement shall be deleted in its entirety
and the following inserted in lieu thereof:
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2.7 SWINGLINE LOANS.
(a) Borrower may, subject to the terms and conditions of
this Agreement, borrow on an overnight basis, payable on demand by
NCB, from NCB, on the Closing Date and from time to time thereafter
sums which shall bear interest at a rate of interest equal to the
Federal Funds Rate plus the LIBOR Applicable Margin. Each Swingline
Loan shall be in an amount equal to or greater than One Million
Dollars ($1,000,000); provided, however, that, (i) the sum of NCB's
outstanding Loans of all Types shall not exceed NCB's Commitment; (ii)
with regard to Lenders collectively, the Outstanding Amount shall not
exceed the Aggregate Commitment; and (iii) Borrower may elect not to
borrow a Swingline Loan by Telephonic Notice to NCB within two (2)
hours of notice from NCB of the interest rate to be applicable to such
Loan. Any Swingline Loan not repaid in full, including the principal
amount thereof and all accrued interest, within one (1) Business Day
of demand for payment by NCB shall automatically convert into a Base
Rate Loan and bear interest at the Base Rate.
(b) Agent may, m its sole discretion, convert any Swingline
Loan into a Money Market Line Loan upon delivery of notice thereof to
Borrower. Upon delivery to Lenders of a copy of a notice delivered by
Agent under this Section, all Swingline Loans shall be automatically
converted to a Money Market Line Loan under this Agreement, and each
Lender agrees to immediately fund its Pro Rata Share of such Money
Market Line Loan. Conversions to Money Market Line Loans under this
Section shall be in the sole discretion and control of Agent and shall
be effective regardless of any default under this Agreement by
Borrower or Agent, or any other circumstance.
3. Section 5.23 of the Agreement shall be deleted in its entirety and
the following inserted in lieu thereof:
5.23 CONSOLIDATED FIXED CHARGE COVERAGE RATIO. Borrower and
its Subsidiaries shall maintain a Consolidated Fixed Charge Coverage
Ratio of no less than 0.85 to 1.0 on the Closing Date, and on March31,
1998, June 30, 1998, and September 30, 1998; no less than 0.95 to 1.0
on December 31, 1998; and no less than 1.1 to 1.0 on the last calendar
day of each fiscal quarter thereafter, until the Facility Termination
Date. The Consolidated Fixed Charge Coverage Ratio shall be calculated
for the most recent preceding four fiscal quarters, including the
fiscal quarter ending on the date of determination.
4. This Amendment shall be deemed to form a part of and shall be
construed in connection with and as part of the Agreement. Except as
hereinbefore expressly amended, all of the other terms, covenants and
conditions contained in the Agreement shall continue to remain unchanged and in
full force and effect and are hereby ratified and confirmed. Capitalized terms
used herein but not defined herein shall have the meanings ascribed to them in
the Agreement.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed and delivered by their proper and duly authorized officers.
PIONEER-STANDARD ELECTRONICS, INC.
By: /s/ Xxxx X. Xxxxxxx
Print Name: Xxxx X. Xxxxxxx
Title: Vice President
0000 Xxxx 000xx Xxxxxx
Xxxxxxxx Xxxxxxx, Xxxx 00000
phone: 000 000-0000
facsimile: 216 587-3563
Attention: Xxxx X. Xxxxxxx
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Commitments
-----------
$95,000,000
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
Location No.2104
0000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxx 000000-0000
Attention: Xxxxxxx X. XxXxxx
Senior Vice President
5
$45,000,000
KEYBANK NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxxx
Print Name: Xxxxxxx X. Xxxxxx
Title: Assistant 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. Xxxxxx
6
$35,000,000
MELLON BANK, N A
By: /s/ Xxxx X. Xxxxxxxx
Print Name: Xxxx X. Xxxxxxxx
Title: Assistant Vice President
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
7
$25,000,000
NBD Bank
By: Xxxx X. XxXxxx
Print Name: Xxxx X. XxXxxx
Title: Vice President
NBD Bank
000 Xxxxxxxx Xxx.
Xxxxxxx, XX 00000
Attention: Xxxx X. XxXxxx
Vice President
8
$20,000,000
ABN - AMRO Bank N.V.
By: /s/ Xxxxx Xxxxxxx /s/ Xxxxx X. XxXxxxxx Xx.
Print Name: Xxxxx Xxxxxxx Xxxxx X. XxXxxxxx Xx.
Title: Vice President Vice President
ABN - AMRO Bank
Xxx XXX Xxxxx
Xxxxx 0000
Xxxxxxxxxx, XX 00000-0000
Attention: Xxxxx Xxxxxxx
Vice President
9
$20,000,000
COMERICA BANK
By: /s/ Xxxxxxx X. Judge
Print Name: Xxxxxxx X. Judge
Title: Vice President
Comerica Bank
000 Xxxxxxxx Xxx.
Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Judge
Account Officer
10
$20,000,000
STAR BANK, N.A.
By: 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
