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EXHIBIT 4
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This Amendment No. 1 to the Rights Agreement (the "Rights
Agreement") dated as of April 25, 1989 between AmeriTrust Company, National
Association ("AmeriTrust") and Pioneer-Standard Electronics, Inc. (the
"Company") is dated as of May 16, 1997 between National City Bank ("National
City") and the Company.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Key Bank National Association ("Key Bank"), successor
in interest to AmeriTrust under the Rights Agreement, has indicated to the
Company its intention to resign as Rights Agent under the Rights Agreement
effective as of May 19, 1997; and
WHEREAS, the Company has appointed National City, and National
City has agreed to serve as, the successor Rights Agent under the Rights
Agreement effective immediately upon the termination of Key Bank's services as
Right Agent; and
WHEREAS, the parties wish to evidence the appointment of
National City as the successor Rights Agent under the Rights Agreement.
NOW, THEREFORE, in consideration of the foregoing, and the
mutual covenants and promises herein contained, and on the terms and subject to
the conditions herein set forth, the parties hereto agree as follows:
1. DEFINITIONS. Capitalized terms not otherwise defined herein
shall have the meaning ascribed to them in the Rights Agreement.
2. APPOINTMENT OF SUCCESSOR RIGHTS AGENT. The Company hereby
appoints National City the successor Rights Agent to Key Bank, to act as agent
for the Company and the holders of the Rights in accordance with the terms and
conditions of the Rights Agreement, and the Rights Agent hereby accepts such
appointment.
3. EFFECTIVENESS OF APPOINTMENT. The appointment of National
City as the Rights Agent shall become effective immediately upon the termination
of Key Bank's services as Rights Agent, but in any event no later than May 19,
1997.
4. AMENDMENT OF RIGHTS AGREEMENT AND RIGHT CERTIFICATES. The
Rights Agreement and the Right Certificates are hereby amended as appropriate to
reflect the appointment of National City as the Rights Agent under the Rights
Agreement.
5. COUNTERPARTS. This Amendment No. 1 may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
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6. GOVERNING LAW. This Amendment No. 1 shall be governed by,
and construed in accordance with, the laws of the State of Ohio.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to be duly executed and attested, all as of the day and year
first above written.
PIONEER-STANDARD ELECTRONICS,
INC.
Attest:
By /s/ Xxxxxxx X. Xxxxx By /s/ Xxxx X. Xxxxxxx
-------------------------------- --------------------------------
Title: Executive Assistant Title: Vice President -
Treasurer
NATIONAL CITY BANK
Attest:
By By
-------------------------------- --------------------------------
Title: Title:
Acknowledged by:
KEY BANK NATIONAL ASSOCIATION
By
--------------------------------
Title:
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6. GOVERNING LAW. This Amendment No. 1 shall be governed by,
and construed in accordance with, the laws of the State of Ohio.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to be duly executed and attested, all as of the day and year
first above written.
PIONEER-STANDARD ELECTRONICS,
INC.
Attest:
By By
-------------------------------- --------------------------------
Title: Title:
NATIONAL CITY BANK
Attest:
By /s/ H. E. Xxxxxxxx By /s/ J. Xxxx Xxxxxxx
-------------------------------- --------------------------------
Title: Senior Vice President Title: Vice President
Acknowledged by:
KEY BANK NATIONAL ASSOCIATION
By
--------------------------------
Title:
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6. GOVERNING LAW. This Amendment No. 1 shall be governed by,
and construed in accordance with, the laws of the State of Ohio.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to be duly executed and attested, all as of the day and year
first above written.
PIONEER-STANDARD ELECTRONICS,
INC.
Attest:
By By
-------------------------------- --------------------------------
Title: Title:
NATIONAL CITY BANK
Attest:
By By
-------------------------------- --------------------------------
Title: Title:
Acknowledged by:
KEY BANK NATIONAL ASSOCIATION
By /s/ B. Xxxxxxx Xxxx
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Title:
