EXHIBIT 10(y)
FOURTH AMENDMENT TO FIVE-YEAR CREDIT AGREEMENT
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THIS FOURTH AMENDMENT TO FIVE-YEAR CREDIT AGREEMENT, dated as of May 6,
2002 (this "Amendment"), is among Pioneer-Standard Electronics, Inc., an Ohio
corporation (the "Borrower"), the Foreign Subsidiary Borrowers party hereto (if
any), the Lenders party hereto and Bank One, Michigan, a Michigan banking
corporation having its principal office in Detroit, Michigan, as LC Issuer and
as Agent.
RECITAL
The Borrower, the Foreign Subsidiary Borrowers and Lenders party
thereto, the LC Issuer and the Agent are parties to a Five-Year Credit Agreement
dated as of September 15, 2000, as amended by a First Amendment to Five-Year
Credit Agreement dated as of November 14, 2000, a Second Amendment to Five-Year
Credit Agreement dated as of March 23, 2001 and a Third Amendment to Five-Year
Credit Agreement dated as of January 29, 2002 (the "Five-Year Credit
Agreement"). The Borrower desires to amend the Five-Year Credit Agreement and
the Agent, the LC Issuer and the Lenders are willing to do so in accordance with
the terms hereof.
TERMS
In consideration of the premises and of the mutual agreements herein
contained, the parties agree as follows:
ARTICLE 1.
AMENDMENTS
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The Five-Year Credit Agreement is amended as follows:
1.1 The definition of Consolidated EBITDA in Article I is amended,
effective as of March 31, 2002, by adding the following to the end thereof:
, PLUS (e) to the extent deducted in determining such Consolidated Net
Income, a one time charge not to exceed $8,600,000 due to the write-down of
obsolete inventory in the fiscal quarter ended March 31, 2002.
1.2 Section 2.6(ii) is amended, effective as of the date hereof, by
adding the following to the end thereof: "Notwithstanding anything herein to the
contrary, as of May 6, 2002 the Aggregate Commitment shall be further reduced to
$100,000,000, such reduction to be pro rata among the Lenders."
ARTICLE 2.
REPRESENTATIONS
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The Borrower represents and warrants to the Agent, the LC Issuer and
the Lenders that:
2.1 The execution, delivery and performance of this Amendment are
within its powers, have been duly authorized by the Borrower and are not in
contravention of any Requirement of Law. This
Amendment is the legal, valid and binding obligations of the Borrower,
enforceable against it in accordance with the terms thereof.
2.2 After giving effect to the amendments and waiver herein contained,
the representations and warranties contained in the Five-Year Credit Agreement
and the representations and warranties contained in the other Loan Documents are
true on and as of the date hereof with the same force and effect as if made on
and as of the date hereof, except to the extent any such representation or
warranty is stated to relate solely to an earlier date, in which case such
representation or warranty shall have been true and correct on and as of such
earlier date, and no Default or Unmatured Default exists or has occurred and is
continuing on the date hereof.
ARTICLE 3.
CONDITIONS PRECEDENT.
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The amendments in Article 1 of this Amendment shall be effective as of
the date specified in each such amendment when (a) this Amendment shall be
executed by the Borrower, the Required Lenders, the LC Agent and the Agent and
(b) the Borrower shall have delivered to the Agent an executed copy of an
amendment to the Agreement for Inventory Purchases in form and substance
satisfactory to the Agent on or before May 15, 2002, which amendment shall make
all covenants in the Agreement for Inventory Purchases, including defined terms
used therein, no more restrictive than the covenants in the Five-Year Credit
Agreement after giving effect to this Amendment.
ARTICLE 4.
MISCELLANEOUS.
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4.1 The Borrower shall pay to the Agent, for the pro rata benefit of
the Lenders signing this Amendment on or before 2:00 p.m., Detroit time, on the
date hereof, a non-refundable fee equal to 12.5 basis points on each such
Lender's Commitment (after giving effect to the reduction in the aggregate
commitment pursuant to this Amendment), such fee to be paid on or within two
Business Days of the date hereof.
4.2 References in the Five-Year Credit Agreement or in any other Loan
Document to the Five-Year Credit Agreement shall be deemed to be references to
the Five-Year Credit Agreement as amended hereby and as further amended from
time to time.
4.3 Except as expressly amended hereby, the Borrower agrees that the
Loan Documents are ratified and confirmed and shall remain in full force and
effect and that it has no set off, counterclaim, defense or other claim or
dispute with respect to any of the foregoing. The terms used but not defined
herein shall have the respective meanings ascribed thereto in the Five-Year
Credit Agreement.
4.4 This Amendment may be signed upon any number of counterparts with
the same effect as if the signatures thereto and hereto were upon the same
instrument, and telecopied signatures shall be enforceable as originals.
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IN WITNESS WHEREOF, the parties signing this Amendment have caused this
Amendment to be executed and delivered as of the day and year first above
written.
PIONEER-STANDARD ELECTRONICS, INC.
By: /s/ Jean M. Miklosko
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Jean M. Miklosko
Title: Vice President & Treasurer
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BANK ONE, MICHIGAN,
as Administrative Agent and as a Lender
By: /s/ Glenn A Currin
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Glenn A. Currin
Title: Director
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KEYBANK NATIONAL ASSOCIATION,
as Syndication Agent and as a Lender
By: /s/ Jeff Kalinowski
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Jeff Kalinowski
Title: Vice President
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ABN AMRO BANK N.V.,
as Documentation Agent and as a Lender
By: /s/ Lynn R. Schade
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Lynn R. Schade
Title: Group Vice President
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By: /s/ Jana Dombrowski
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Jana Dombrowski
Title: Vice President
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FIRSTAR BANK,
as Managing Agent and as Lender
By: /s/ John D. Barrett
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John D. Barrett
Title: Senior Vice President
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THE BANK OF TOKYO-MITSUBISHI, LTD.,
as a Co-Agent and as a Lender
By: /s/ Shinichiro Munechika
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Shinichiro Munechika
Title: Deputy General Manager
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JP MORGAN CHASE BANK,
as a Co-Agent and as a Lender
By: /s/ Henry W. Centa
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Title: Vice President
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COMERICA BANK,
as a Co-Agent and as a Lender
By: /s/ Jeffrey J. Judge
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Jeffrey J. Judge
Title: Vice President
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HARRIS TRUST AND SAVINGS BANK,
as a Co-Agent and as a Lender
By: /s/ Sarah U. Johnston
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Sarah U. Johnston
Title: Vice President
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MELLON BANK, N.A.,
as a Co-Agent and as a Lender
By: /s/ Mark F. Johnston
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Mark F. Johnston
Title: Vice President
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NATIONAL CITY BANK,
as a Co-Agent and as a Lender
By: /s/ Patrick M. Pastore
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Patrick M. Pastore
Title: Senior Vice President
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FIFTH THIRD BANK, NORTHEASTERN OHIO
By: /s/ Roy C. Lanctot
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Roy C. Lanctot
Title: Vice President
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FIRSTMERIT BANK, N.A.
By: /s/ Edward Yannayon
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Edward Yannayon
Title: Senior Vice President
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MIZUHO CORPORATE BANK LTD.
(Formerly FUJI BANK LTD.)
By: /s/ Nobuoki Koike
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Nobuoki Koike
Title: Senior Vice President
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BW CAPITAL MARKETS, INC.
By: /s/ Richard P. Urfer
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Richard P. Urfer
Title: President
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By: /s/ Philip G. Waldrop
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Philip G. Waldrop
Title: Vice President
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