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EXHIBIT 4.(h)
NO. $
[LOGO]
CUSIP 723877 AB 2
PIONEER-STANDARD ELECTRONICS, INC.
8 1/2% SENIOR NOTES DUE AUGUST 1, 2006
PIONEER-STANDARD ELECTRONICS, INC., a corporation duly organized and existing
under the laws of Ohio (herein called the "Company,"
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
or registered assigns, the principal sum of DOLLARS
on August 1, 2006, and to pay interest thereon from August 12, 1996 or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on February 1 and August 1 in each year, commencing
February 1, 1997, at the rate of 8 1/2% per annum, subject to an increase to
9 1/2% per annum in accordance with Paragraph 2 on the reverse of this Security,
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 Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest, which shall be the
15th of January or the 15th of July (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date. 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 Security (or one or more Predecessor Securities) 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
Securities 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 Securities 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 any such interest on
this Security will be made at the office or agency of the Company maintained for
that purpose in New York, New York, in dollars; provided, however, that at the
option of the Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register.
Reference is hereby made to the further provisions of this Security set
forth on the reverse 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, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.
STAR BANK, N. A.
As Trustee
By
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Authorized Signatory
PIONEER-STANDARD ELECTRONICS, INC.
By /s/ James L. Bayman
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Chairman of the Board, Chief Executive Officer and President
Attest: /s/ John V. Goodger
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Vice President, Treasurer and Assistant Secretary
SEAL
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PIONEER-STANDARD ELECTRONICS, INC.
NOTES DUE AUGUST 1, 2006
This Security is one of a duly authorized issue of securities of the Company
(herein called the "Securities"), issued and to be issued in one or more series
under an Indenture, dated as of August 1, 1996 (herein called the "Indenture"),
between the Company and Star Bank, N.A., as Trustee (herein called the
"Trustee," which term includes any successor trustee under 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
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof, limited in aggregate principal amount to $150,000,000, and with
certain terms established pursuant to an Officer's Certificate, dated August 7,
1996 (the "Officer's Certificate").
This Security will bear interest at a rate of 8 1/2% per annum, subject to an
increase to 9 1/2% per annum, upon the occurrence of a Rating Event as defined
in the Officer's Certificate.
If any Event of Default with respect to Securities of this series shall occur
and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture also provides that upon the occurrence of a Change of Control,
each Holder shall have the right to require the Company to purchase such
Holder's Securities at a price equal to 100% of the aggregate principal amount
of such Securities plus accrued and unpaid interest, if any, to the date of such
purchase.
This Security is subject to defeasance as described in the Indenture.
The Indenture may be modified by the Company and the Trustee without consent
of any Holder with respect to certain matters as described in the Indenture. In
addition, 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 Securities 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 Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of a majority in principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of
all Securities 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 Security
shall bind such Holder and all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.
No reference herein to the Indenture and no provision of this Security 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
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of (and premium, if any)
and interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series,
of authorized denominations and for the same Stated Maturity and aggregate
principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series of a different authorized denomination, as
requested by the Holder surrendering the same.
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.
Prior to due presentment of this Security 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 Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture imposes certain limitations on the ability of the Company to,
among other things, merge or consolidate with any other Person or sell, assign,
transfer or lease all or substantially all of its properties or assets. All such
covenants and limitations are subject to a number of important qualifications
and exceptions. The Company must report periodically to the Trustee on
compliance with the covenants in the Indenture.
A director, officer, employee or shareholder, as such, of the Company shall
not have any liability for any obligations of the Company under this Security or
the Indenture or for any claim based on, in respect of or by reason of, such
obligations or their creation. Each Holder, by accepting a Security, waives and
releases all such liability. The waiver and release are part of the
consideration for the issuance of this Security.
Pursuant to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures ("CUSIP"), the Company has caused CUSIP numbers to be
printed on the Securities of this series as a convenience to the Holders of the
Securities of this series. No representation is made as to the correctness or
accuracy of such numbers as printed on the Securities of this series and
reliance may be placed only on the other identification numbers printed hereon.
All terms used in this Security which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
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ASSIGNMENT FORM
To assign this Security, fill in the form below: (I) or (we) assign and
transfer this Security to
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(Insert assignee's social security or tax ID number)
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(Print or type assignee's name, address and zip code)
and irrevocably appoint
agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.
Dated: ____________________________________ Your Signature:
(Sign exactly as your name appears on the other side this Security)
Signature Guaranty:
Signatures must be guaranteed
by an "eligible guarantor
institution" meeting the
requirements of the Transfer
Agent, which requirements will
include membership or
participation in STAMP or such
other "signature guarantee
program" as may be determined
by the Transfer Agent in
addition to, or in substitution
for, STAMP, all in accordance
with the Exchange Act.
Social Security Number or Taxpayer
Identification
Number:
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OPTION TO HOLDER TO ELECT PURCHASE
If you wish to elect to have all or any portion of this Security purchased by
the Company pursuant to Section 1013 ("Change of Control Offer") of the
Indenture, check the applicable box:
/ / in whole / / in part amount to be purchased: $
Dated: ___________________________________ Your Signature:
(Sign exactly as your name appears on the other side of this Security)
Signature Guaranty:
Signature must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Transfer Agent,
which requirements will include membership or participation
in STAMP or such other "signature guarantee program" as may
be determined by the Transfer Agent in addition to, or in
substitution for, STAMP, all in accordance with the Exchange
Act.
Social Security Number or Taxpayer Identification Number: