10-Q

TABLE OF CONTENTS

PART I -- FINANCIAL INFORMATION
	ITEM 1. FINANCIAL STATEMENTS
		CONDENSED CONSOLIDATED BALANCE SHEETS
		UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
		UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
		NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
PART II -- OTHER INFORMATION
	ITEM 1. LEGAL PROCEEDINGS
	ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
	ITEM 3. DEFAULTS UPON SENIOR SECURITIES
	ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
	ITEM 5. OTHER INFORMATION
	ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
Exhibit 10.1 - Employ. Agree.: Pioneer & Bayman
Exhibit 10.2 - Empl. Agree.: Pioneer & Rhein
Exhibit 10.3 - Empl. Agree.: Pioneer & Billick
Exhibit 10.4 - Five Year Credit Agreement
Exhibit 10.5 - 364 Day Credit Agreement
Exhibit 27 -- Financial Data Schedule

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
X	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000.
OR
	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to ________.

Commission file number 0-5734

Pioneer-Standard Electronics, Inc.

(Exact name of registrant as specified in its charter)

Ohio	34-0907152
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
6065 Parkland Boulevard, Mayfield Heights, Ohio	44124
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (440) 720-8500

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes X   No                

Indicate the number of shares outstanding of each of the issuer’s classes of Common Shares, as of the latest practical date: Common Shares, without par value, as of November 1, 2000: 31,613,194. (Includes 4,056,202 Common Shares subscribed by the Pioneer Stock Benefit Trust.)

PIONEER-STANDARD ELECTRONICS, INC.

TABLE OF CONTENTS

Part I.	FINANCIAL INFORMATION
	Item  1	Financial Statements
		Condensed Consolidated Balance Sheets -September 30, 2000 (Unaudited) and March 31, 2000
		Unaudited Condensed Consolidated Statements of Income for the Three and Six Months Ended September 30, 2000 and 1999
		Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended September 30, 2000 and 1999
		Notes to Unaudited Condensed Consolidated Financial Statements
	Item  2	Management’s Discussion and Analysis of Results of Operations and Financial Condition
	Item  3	Quantitative and Qualitative Disclosures About Market Risk
Part II.	OTHER INFORMATION
	Item  1	Legal Proceedings
	Item  2	Changes in Securities and Use of Proceeds
	Item  3	Defaults Upon Senior Securities
	Item  4	Submission of Matters to a Vote of Security Holders
	Item  5	Other Information
	Item  6	Exhibits and Reports on Form 8-K
	Signatures

2

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

PIONEER-STANDARD ELECTRONICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in Thousands)

				(Unaudited)			(Audited)
				September 30			March 31
				2000			2000
ASSETS
Current assets Cash				$	40,081		$	34,253
	Accounts receivable – net				432,479			407,309
	Merchandise inventory – net				436,849			348,120
	Other				11,823			12,049
			Total current assets		921,232			801,731
Intangible assets – net					157,471			150,503
Investments in affiliated companies					67,963			46,030
Other assets					9,574			8,055
Property and equipment, net					103,363			105,897
TOTAL ASSETS				$	1,259,603		$	1,112,216
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities Accounts payable				$	260,019		$	240,229
	Notes payable				16,789			26,086
	Accrued liabilities				32,430			30,831
	Current maturities of long-term debt				3,053			3,052
			Total current liabilities		312,291			300,198
Long-term debt					420,130			320,205
Other long-term liabilities					31,622			23,998
Mandatorily redeemable convertible trust preferred securities					143,750			143,750
Shareholders’ equity:
	Common stock, at $.30 stated value				9,388			9,323
		31,566,569 and 31,349,751 shares outstanding, including
		4,056,202 subscribed-for shares, in September and March,
		respectively
	Capital in excess of stated value				129,905			137,092
	Retained earnings				258,786			238,968
	Unearned employee benefits				(55,015	)		(63,885	)
	Unearned compensation on restricted stock				(6,524	)		(7,526	)
	Accumulated other comprehensive income				15,270			10,093
			Total shareholders’ equity		351,810			324,065
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY				$	1,259,603		$	1,112,216

See accompanying notes to unaudited condensed consolidated financial statements.

3

PIONEER-STANDARD ELECTRONICS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Amounts in Thousands, Except Per Share Data)

		(Unaudited)						(Unaudited)
		Three Months Ended						Six Months Ended
		September 30						September 30
		2000			1999			2000			1999
Net Sales		$	714,846		$	631,322		$	1,389,931		$	1,207,295
Operating Costs and Expenses:
	Cost of goods sold		605,691			535,104			1,177,694			1,021,803
	Warehouse, selling and administrative expenses		79,628			71,998			155,945			139,140
Operating Income			29,527			24,220			56,292			46,352
	Other income		(426	)		(146	)		(471	)		(334	)
	Gain on sale of assets		—			(1,845	)		—			(1,845	)
	Interest expense		8,296			6,326			15,933			12,422
Income Before Income Taxes			21,657			19,885			40,830			36,109
	Provision for income taxes		8,463			8,125			15,940			15,181
	Distributions on mandatorily redeemable convertible trust preferred securities, net of tax		1,479			1,462			2,954			2,921
Income Before Extraordinary Charge		$	11,715		$	10,298		$	21,936		$	18,007
	Extraordinary charge for early extinguishment of debt, net of $301 tax benefit		(470	)		—			(470	)		—
Net Income		$	11,245		$	10,298		$	21,466		$	18,007
Per share data:
Income Before Extraordinary Charge – basic		$	.44		$	.39		$	.82		$	.68
	Extraordinary charge		(.02	)		—			(.02	)		—
Net Income – basic		$	.42		$	.39		$	.80		$	.68
Income Before Extraordinary Charge – diluted		$	.36		$	.32		$	.68		$	.58
	Extraordinary charge		(.01	)		—			(.01	)		—
Net Income – diluted		$	.35		$	.32		$	.67		$	.58
Dividends per share		$	.03		$	.03		$	.06		$	.06
Weighted average shares outstanding
	Basic		26,777			26,361			26,752			26,358
	Diluted		36,738			36,208			36,712			35,989

See accompanying notes to unaudited condensed consolidated financial statements.

4

PIONEER-STANDARD ELECTRONICS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in Thousands)

				(Unaudited)
				Six months ended
				September 30
				2000			1999
Operating activities:
	Net income			$	21,466		$	18,007
	Adjustments to reconcile net income to net cash provided by (used for) operating activities:
		Extraordinary charge, net of tax			470			—
		Depreciation			7,288			7,454
		Amortization			6,713			4,864
		Gain on sale of assets			—			(1,845	)
		Changes in working capital
			Increase in accounts receivable		(25,904	)		(34,210	)
			Increase in inventory		(88,986	)		(43,670	)
			Increase in accounts payable		19,989			68,612
			Decrease (increase) in other working capital		3,220			(2,303	)
		Other			1,467			(1,076	)
			Total Adjustments		(75,743	)		(2,174	)
		Net cash (used for) provided by operating activities			(54,277	)		15,833
Investing activities:
	Additions to property and equipment				(8,073	)		(15,299	)
	Acquisitions of businesses				(8,672	)		—
	Investments in affiliates				(12,113	)		(13,029	)
	Proceeds from sale of assets				—			2,712
		Net cash used for investing activities			(28,858	)		(25,616	)
Financing activities:
	(Payments) borrowings on notes payable				(9,434	)		1,982
	Revolving credit borrowings				100,000			20,000
	Debt financing costs paid				(1,463	)		—
	Issuance of common shares under company stock option plans				1,683			102
	Dividends paid				(1,648	)		(1,603	)
	Other				(74	)		(115	)
		Net cash provided by financing activities			89,064			20,366
Effect of exchange rate changes on cash					(101	)		(376	)
Net increase in cash					5,828			10,207
Cash at beginning of period					34,253			28,898
Cash at end of period				$	40,081		$	39,105

Non-Cash transactions:

      For the six month periods ended September 30, 2000 and 1999, Pioneer-Standard Electronics, Inc.’s
      investments in available-for-sale securities appreciated $5,976 and $2,508, respectively, net of tax.

See accompanying notes to unaudited condensed consolidated financial statements.

5

PIONEER-STANDARD ELECTRONICS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in Thousands, Except Per Share Data)

1. BASIS OF PRESENTATION

Pioneer is a worldwide distributor of electronic components and computer systems.

The accompanying unaudited condensed consolidated financial statements include the accounts of Pioneer-Standard Electronics, Inc. and its majority owned subsidiaries (the “Company” or “Pioneer”). All intercompany accounts have been eliminated.

These financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position of the Company as of September 30, 2000 and the results of its operations and cash flows for the three and six month periods ended September 30, 2000 and 1999 have been included.

Operating results for the six month period ended September 30, 2000 are not necessarily indicative of the results that may be expected for the remainder of the year ended March 31, 2001. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2000.

Reclassifications: Certain 1999 amounts have been reclassified to conform with the 2000 presentation.

2. COMPREHENSIVE INCOME

The components of comprehensive income for the three and six months ended September 30, 2000 and 1999 are as follows (amounts in thousands):

	Three months ended						Six months ended
	September 30,						September 30,
	2000			1999			2000			1999
Net Income	$	11,245		$	10,298		$	21,466		$	18,007
Unrealized gain (loss) on investments		1,781			(1,787	)		5,976			2,508
Foreign currency translation adjustment		(418	)		(1,017	)		(799	)		(458	)
Comprehensive Income	$	12,608		$	7,494		$	26,643		$	20,057

3. EARNINGS PER SHARE

Basic earnings per common share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during each period. Diluted computations include dilutive common share equivalents of outstanding stock options, restricted stock and assumed conversion of company-obligated mandatorily redeemable convertible trust preferred securities and the elimination of related distributions, net of income taxes.

6

The computation of basic and diluted earnings per common share for the three and six months ended September 30, 2000 and 1999 are as follows:

			Three months ended				Six months ended
			September 30,				September 30,
			2000		1999		2000		1999
Basic
	Net income applicable to common shareholders		$	11,245	$	10,298	$	21,466	$	18,007
	Weighted average shares outstanding			26,777		26,361		26,752		26,358
	Basic earnings per share		$	.42	$	.39	$	.80	$	.68
Diluted
	Net income applicable to common shareholders		$	11,245	$	10,298	$	21,466	$	18,007
	Add back:
		Distributions on mandatorily redeemable convertible trust preferred securities, net of tax		1,479		1,462		2,954		2,921
		Net income applicable to common shareholders after assumed conversion	$	12,724	$	11,760	$	24,420	$	20,928
	Weighted average shares outstanding			26,777		26,361		26,752		26,358
	Effect of diluted securities:
	Common share equivalents			834		720		833		504
	Common shares issuable upon conversion of mandatorily redeemable convertible trust preferred securities			9,127		9,127		9,127		9,127
	Diluted weighted average shares outstanding			36,738		36,208		36,712		35,989
	Diluted earnings per share		$	.35	$	.32	$	.67	$	.58

4. REVOLVING CREDIT AGREEMENTS AND EXTRAORDINARY CHARGE

On September 15, 2000, the Company entered into a new five year revolving credit agreement and a new 364 day credit agreement, the latter of which, subject to certain conditions, can be converted by the Company after 364 days to a two-year term loan, with a group of commercial banks. These agreements provide the Company with the ability to borrow, on an unsecured basis, up to $375 million which, under certain conditions, can be increased by up to $50 million, limited to certain borrowing base calculations. In addition, the agreements contain certain restrictive financial and non-financial covenants. As of September 30, 2000, the Company was in compliance with these covenants.

In conjunction with the financing, the Company repaid, prior to its maturity date, amounts outstanding under the previously existing commercial bank finance agreement and recognized an extraordinary charge for early extinguishment of debt of $470, net of $301 tax benefit, as a result of currently expensing financing fees associated with the former credit facility.

7

5. BUSINESS SEGMENT INFORMATION

The Company’s operations are classified into two reporting segments: Computer Systems and Industrial Electronics. The Company’s two reportable business segments are managed separately based on product and market differences.

Computer Systems products include mid-range computer systems, high-end platforms, personal computers, display terminals and networking products.

Industrial Electronics products include semiconductors and interconnect, passive and electromechanical products.

The Company evaluates performance and allocates resources based on return on capital and profitable growth. Specifically, the Company measures segment income or loss based on operating income.

Business Segment Information

(Amounts in Thousands)

			Three months ended						Six months ended
			September 30,						September 30,
			2000			1999			2000			1999
Sales
	Computer Systems		$	326,354		$	293,832		$	643,051		$	571,945
	Industrial Electronics			388,492			337,490			746,880			635,350
		Total Sales	$	714,846		$	631,322		$	1,389,931		$	1,207,295
Operating Income
	Computer Systems		$	4,898		$	9,389		$	9,439		$	19,148
	Industrial Electronics			24,629			14,831			46,853			27,204
		Total Operating Income	$	29,527		$	24,220		$	56,292		$	46,352
Reconciliation to Income Before
Income Taxes
	Other income			(426	)		(146	)		(471	)		(334	)
	Gain on sale of assets			—			(1,845	)		—			(1,845	)
	Interest expense			8,296			6,326			15,933			12,422
	Income Before Income Taxes		$	21,657		$	19,885		$	40,830		$	36,109

6. COMPANY-OBLIGATED MANDATORILY REDEEMABLE CONVERTIBLE PREFERRED SECURITIES OF SUBSIDIARY TRUST

In March 1998 and April 1998, Pioneer-Standard Financial Trust (the “Trust”) issued a total of $143.7 million of 6 3/4% Mandatorily Redeemable Convertible Trust Preferred Securities (the “Trust Preferred Securities”). The Trust, a statutory business trust, is a wholly-owned consolidated subsidiary of the Company, with its sole asset being $148.2 million aggregate principal amount of 6  3/4% Junior Convertible Subordinated Debentures due March 31, 2028 of Pioneer-Standard Electronics, Inc. (the “Trust Debenture”). The Company has executed a guarantee with regard to the Trust Preferred Securities. The guarantee, when taken together with the Company’s obligations under the Trust Debenture, the indenture pursuant to which the Trust Debenture was issued, and the applicable Trust Document, provides a full and unconditional guarantee of the Trust’s obligations under the Trust Preferred Securities.

8

7. CONTINGENCIES

The Company is the subject of various threatened or pending legal actions and contingencies in the normal course of conducting its business. The Company provides for costs related to these matters when a loss is probable and the amount is reasonably estimable. The effect of the outcome of these matters on the Company’s future results of operations and liquidity cannot be predicted because any such effect depends on future results of operations and the amount or timing of the resolution of such matters. While it is not possible to predict with certainty, management believes that the ultimate resolution of such matters will not have a material adverse effect on the consolidated financial position or results of operations of the Company.

8. ACCOUNTING STANDARDS NOT YET ADOPTED

In June, 1998, the Financial Accounting Standards Board (the “FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 133, “Accounting for Derivative Instruments and Hedging Activities.” This Statement establishes accounting and reporting standards for derivative instruments and for hedging activities. It requires companies to recognize all derivatives on the balance sheet as assets and liabilities, measured at fair value. Gains or losses resulting from changes in the values of those derivatives would be accounted for depending on the use of the derivative and whether it qualifies for hedge accounting. In June 1999, the FASB delayed the effective date of this Statement for one year to fiscal years beginning after June 15, 2000. The FASB cited the reason for this delay was to address concerns about a company’s ability to modify their information systems and educate their managers in time to apply this Statement.

In June 2000, the FASB issued SFAS No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities.” This Statement amends the accounting and reporting standards of SFAS No. 133 for certain derivative instruments and hedging activities. The Company will adopt these Statements on April 1, 2001 and is in the process of determining the effect that adoption will have on its financial statements.

On December 3, 1999, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin No. 101 – Revenue Recognition in Financial Statements (“SAB 101”). SAB 101 summarizes certain of the SEC staff’s views in applying generally accepted accounting principals to revenue recognition in financial statements. SAB 101 is effective for companies no later than the fourth fiscal quarter of fiscal years beginning after December 15, 1999. For the Company, the effective date is the quarter ending March 31, 2001. The Company is in the process of reviewing its revenue recognition policies and procedures to ensure it will be in compliance with the requirements of SAB 101. Pioneer does not anticipate making significant changes to the Company’s revenue recognition policies to satisfy the requirements of SAB 101.

9

PIONEER-STANDARD ELECTRONICS, INC.

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
                 FINANCIAL CONDITION

Results of Operations

Three Months ended September 30, 2000 Compared with

the Three Months ended September 30, 1999

Following are the Net Sales, Cost of Goods Sold, Operating Expenses and Operating Income for the three month period ended September 30, 2000 as compared to the same period in fiscal 2000, by segment where available.

				(In Thousands)
		For the three months ended September 30,
		2000		% of Sales			1999		% of Sales
Net Sales
	Computer Systems	$	326,354		45.7	%	$	293,832		46.5	%
	Industrial Electronics		388,492		54.3	%		337,490		53.5	%
		$	714,846		100.0	%	$	631,322		100.0	%
Cost of Goods Sold		$	605,691		84.7	%	$	535,104		84.8	%
Warehouse, Selling and Administrative Expenses		$	79,628		11.1	%	$	71,998		11.4	%
Operating Income
	Computer Systems	$	4,898		1.5	%	$	9,389		3.2	%
	Industrial Electronics		24,629		6.3	%		14,831		4.4	%
		$	29,527		4.1	%	$	24,220		3.8	%

Net Sales. Net Sales for the three month period ended September 30, 2000 increased $83.5 million or 13% over net sales in the prior three month period ended September 30, 1999. Both of the Company’s segments contributed to this increase. The Industrial Electronics Division accounted for $388.4 million in sales for the quarter, a 15% increase over the same quarter in the prior year. The Computer Systems Division accounted for $326.4 million in sales, an 11% increase over the prior year. Growth in the Internet, communications and computer markets is driving demand for technology products. The semiconductor market, served by the Industrial Electronics Division, is having a record year, which has contributed to the increase in sales for this division. The increase in sales for the Computer Systems Division was the result of the strong demand for mid-range computer systems, storage and software.

Cost of Goods Sold. Cost of Goods Sold increased $70.6 million or 13%, comparable to the increase in sales, over the prior year quarter. The Company’s gross margin percentage was comparable to the second quarter of fiscal 2000. Gross margin has been positively impacted by the continued high demand in the semiconductor market, with its increased average selling prices and long lead times. Offsetting this positive impact was the continued shift in mix to lower-margin computer products.

Warehouse, Selling and Administrative Expenses. Warehouse, Selling and Administrative Expenses increased $7.6 million over the prior year quarter, but decreased slightly as a percentage of sales. A portion of the increase in operating expenses can be attributed to an increase in compensation and fringes, specifically sales incentives, as more incentives were paid on higher sales performance. In addition to compensation increases, outside services and occupancy expenses have increased over the prior year. The Company is currently implementing several

10

business initiatives and has employed a number of outside resources to help with the implementation of these projects. Occupancy increased as a full year impact of leasing new facilities was realized.

Operating Income. Operating income resulting from the activity described above was $29.5 million, an increase of $5.3 million, or 22% over the three months ended September 30, 1999. Operating income for the Computer Systems Division was 1.5% of sales for the current quarter, compared with 3.2% a year ago. Operating income for the Industrial Electronics Division was 6.3%, compared with 4.4% one year ago. A shift in mix and this quarter’s limited availability of certain computer products pressured the Computer Systems division’s operating margins.

Six Months ended September 30, 2000 Compared with

the Six Months ended September 30, 1999

		For the six months ended September 30,
				(In Thousands)
		2000		% of Sales			1999		% of Sales
Net Sales
	Computer Systems	$	643,051		46.3	%	$	571,945		47.4	%
	Industrial Electronics		746,880		53.7	%		635,350		52.6	%
		$	1,389,931		100.0	%	$	1,207,295		100.0	%
Cost of Goods Sold		$	1,177,694		84.7	%	$	1,021,803		84.6	%
Warehouse, selling and administrative expenses		$	155,945		11.2	%	$	139,140		11.5	%
Operating Income
	Computer Systems	$	9,439		1.5	%	$	19,148		3.3	%
	Industrial Electronics		46,853		6.3	%		27,204		4.3	%
		$	56,292		4.0	%	$	46,352		3.8	%

Net Sales.  Net Sales for the six month period ended September 30, 2000 increased $182.6 million or 15% over net sales in the prior six month period ended September 30, 1999. The Industrial Electronics Division, accounted for $746.9 million in sales for the period, an 18% increase over the prior year period. The Computer Systems Division accounted for $643.1 million in sales, a 12% increase over the prior year. The growth in the demand for technology products recognized in the first quarter of fiscal 2001, continued in the second quarter, resulting in a strong sales performance for the year-to-date.

Cost of Goods Sold. Cost of Goods Sold increased $155.9 million or 15%, comparable to the increase in sales. The improvement in gross margin from the Industrial Electronics business was offset by the shift in mix to lower margin products and competitive pressures in the Computer Systems business.

Warehouse, Selling and Administrative Expenses. Warehouse, Selling and Administrative Expenses increased $16.8 million, or 12%, over the prior year six months ended. The year-to-date increases are a result of increases in compensation and fringes, outside services and occupancy expense.

Operating Income. Operating income resulting from the activity described above was $56.3 million, an increase of $9.9 million, or 21% over the six months ended September 30, 1999. Operating profit as a percentage of sales increased marginally over the prior year-to-date amount. This improvement was the result of an increase in operating income in the Industrial Electronics business, offset by a decrease in operating income in the Computer Systems business.

11

Other Income and Expense, Income Taxes and Net Income

The components of other (income) expense and the effective tax rate for the three and six months ended September 30 are as follows:

	Three Months						Six Months
	2000			1999			2000			1999
Other income	$	(426	)	$	(1,991	)	$	(471	)	$	(2,179	)
Interest expense	$	8,296		$	6,326		$	15,933		$	12,422
Effective Tax Rate		39.1	%		40.9	%		39.0	%		42.0	%

In the prior year, other income for both the three and six months ended reflected a $1.8 million gain on the sale and disposal of assets no longer required in the business. Interest expense increased for both the three and six month periods ended September 30, 2000 as compared with the same periods in 1999 primarily due to an increase in the average outstanding borrowings on the line of credit, as well as an increase in the effective interest rate over the prior year. Average outstanding borrowings have increased in order to fund increased working capital needs.

The effective tax rate for the six months ended September 30, 2000 was lower compared to the same period a year ago due to the recognition of tax benefits related to operating loss carryforwards from the Company’s Canadian subsidiary.

As a result of the previously noted items, Income before Extraordinary Charge for the three and six month periods ended September 30, 2000 increased over the prior year by 14% and 22%, respectively to $11.7 million, or $.36 per diluted share, and $21.9 million, or $.68 per diluted share, respectively.

During the three month period ended September 30, 2000, the Company entered into new revolving credit agreements. In conjunction with this, the Company repaid, prior to its maturity date, the previously existing revolver and recognized an extraordinary charge for early extinguishment of debt of $470, net of $301 tax benefit, or $.01 per share, as a result of currently expensing financing fees associated with the former credit facility.

Liquidity and Capital Resources

For the six month period ended September 30, 2000, net cash used for operating activities totaled $54.3 million, as compared to $15.8 million of net cash provided by operations for the same period in the prior year. At September 30, 2000, $91.7 million of cash used for operating activities related to working capital and other changes. Current assets increased by $119.5 million and current liabilities increased by $12.1 million during the six-month period ended September 30, 2000, resulting in an increase of $107.4 million in working capital, over the prior year. The current ratio was 3:1 at September 30, 2000 compared with 2.7:1 at March 31, 2000. The working capital increase related primarily to increases in accounts receivable and higher inventory levels, which increased to $432.5 million and $436.8 million, respectively, at September 30, 2000. Accounts receivable has increased as a result of increased sales for the month of September 2000, compared to sales in September, 1999. The inventory increase is the result of the Company taking advantage of several buying opportunities during the quarter, as well as an overall need to have increased inventory on hand to support the Company’s sales growth.

Net cash used for investing activities was $28.9 million for the six months ended September 30, 2000, compared to $25.6 million for the same period in fiscal year 2000. This cash was used primarily to increase the Company’s investment in a Taiwan affiliate, acquire a minority equity interest in a German computer systems distributor, acquire the remaining 49% interest of a company in which Pioneer previously held only a 51% interest and acquire an 85% interest in a software company.

12

Net cash provided by financing activities was $89.1 million, as compared to $20.4 million for the same six month period in the prior year. The increase between years primarily represents borrowings against the revolving line of credit to fund the increase in working capital.

On September 15, 2000 the Company entered into a new five year revolving credit agreement and a new 364 day credit agreement , the latter of which, subject to certain conditions, can be converted by the Company after 364 days to a two-year term loan, with a group of commercial banks. These agreements provide the Company with the ability to borrow, on an unsecured basis, up to $375 million which, under certain conditions, can be increased by up to $50 million, limited to certain borrowing base calculations. In addition, the agreements contain certain restrictive financial and non-financial covenants. As of September 30, 2000, the Company was in compliance with these covenants.

In conjunction with the financing, the Company repaid, prior to its maturity date, amounts outstanding under the previously existing commercial bank finance agreement. Concurrently with this transaction, the Company recognized an extraordinary charge for early extinguishment of debt of $470 thousand, net of $301 thousand tax benefit, as a result of currently expensing financing fees associated with the former credit facility.

Management estimates that capital expenditures for the fiscal year 2001 will approximate $25 million, which includes approximately $7.0 million for the conversion and implementation to an Oracle financial reporting system. Total capital expenditures during the first half of fiscal year 2001 were $8.1 million. Under present business conditions, it is anticipated that funds from current operations and available credit facilities will be sufficient to finance both capital spending and working capital needs for the balance of the current fiscal year.

The Company capitalized approximately $34.2 million in fiscal 1998 and 1999 in connection with the acquisition and installation of an enterprise-wide information technology (“IT”) system. Amounts representing approximately $11.5 million of these expenditures were operational in fiscal 1999 and $8.5 million are planned to become operational in conjunction with the implementation of the Oracle financial systems in the current fiscal year. The balance of $14.2 million represents work-in-process components which are not yet operational. The Company is evaluating these components and presently has no reason to believe that they will not become operational.

Portions of this report contain current management expectations which may constitute forward-looking information. All statements that address operating performance, events or developments that management anticipates will occur in the future, including statements relating to future revenue, profits, expenses, income and earnings per share or statements expressing general optimism about future results, are forward-looking statements within the meaning to Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). In addition, words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” variations of such words, and similar expressions are intended to identify forward-looking statements. Forward-looking statements are subject to safe harbors created in the Exchange Act. The Company’s performance may differ materially from that contemplated by such statements for a variety of reasons, including, but not limited to: competition, dependence on the computer market, inventory obsolescence and technology changes, dependence on key suppliers, effects of industry consolidation, risks and uncertainties involving acquisitions, instability in world financial markets, downward pressure on gross margins, uneven patterns of inter-quarter and intra-quarter sales, and management of growth of the business.

13

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In the normal course of business, operations of the Company are exposed to continuing fluctuations in foreign currency values and interest rates that can affect the cost of operating and financing. Accordingly, the Company addresses a portion of these risks through a program of risk management that includes the use of derivative financial instruments. The Company’s objective is to reduce earnings volatility associated with these fluctuations. The Company does not enter into any derivative transactions for speculative purposes.

The Company’s primary interest rate risk exposure results from the revolving credit facility’s various floating rate pricing mechanisms. This interest rate exposure is managed by interest rate swaps to fix the interest rate on a portion of the debt and the use of multiple maturity dates. If interest rates were to increase 100 basis points (one percent) from September 30, 2000 rates, and assuming no changes in debt from September 30, 2000 levels, the additional annualized net expense, after tax, would be approximately $1.3 million or $.04 per diluted share.

The Company has investments, assets, liabilities and cash flows in foreign currencies creating foreign exchange risk. The primary foreign currencies creating foreign exchange risk are the Canadian dollar, British pound, German mark, and New Taiwan dollar. Monthly measurement, evaluation and forward exchange contracts are employed as methods to reduce this risk. The table below summarizes information on instruments that are sensitive to foreign currency exchange rates. At September 30, 2000, the Company held the following foreign exchange contracts:

	Functional		Exchange		Maturity
Contract Terms	Contract Amount		Rate		Date
Pay US$/ Receive CDN $		US $2,500,000		1.5059		10/31/2000
Pay British Pound/ Receive US$		BP 3,000,000		1.4080		10/2/2000

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

           None.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

           None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

           None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the Annual Meeting of Shareholders held on July 25, 2000 (the “Annual Meeting”), the shareholders voted to elect Arthur Rhein, Charles F. Christ and Thomas C. Sullivan each to an additional three-year term as a Director of the Company. Following is a summary of the voting:

14

Votes	Arthur Rhein		Charles F. Christ		Thomas C. Sullivan
For		29,307,080		29,109,461		29,249,835
Withheld		743,997		941,616		801,242

The term of office of the following Directors of the Company continued after the Annual Meeting: James L. Bayman, Thomas A. Commes, Victor Gelb, Keith M. Kolerus, Edwin Z. Singer, and Karl E. Ware.

At the Annual Meeting, shareholders voted to adopt the 2000 Stock Option Plan for Outside Directors providing for the granting of options for up to 105,000 Common Shares. The following is a summary of the voting:

Votes
For	21,992,780
Against	3,970,280
Abstaining	645,485

Also at the Annual Meeting, shareholders voted for the Approval of the 2000 Stock Incentive Plan providing for the granting of options and other stock awards for up to 2,000,000 Common Shares. The following is a summary of the voting:

Votes
For	19,943,444
Against	6,049,617
Abstaining	515,484

Also at the Annual Meeting, shareholders voted for the approval of the 2000 Annual Incentive Plan. The following is a summary of the voting:

Votes
For	23,600,351
Against	2,276,075
Abstaining	632,119

ITEM 5. OTHER INFORMATION

           None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

           (a)             EXHIBITS

Number Description

10.1	Amended and Restated Employment agreement, effective April  1, 2000, between Pioneer-Standard Electronics, Inc. and James L. Bayman
10.2	Amended and Restated Employment agreement, effective April  1, 2000, between Pioneer-Standard Electronics, Inc. and Arthur Rhein

15

10.3	Employment agreement, effective April 24, 2000, between Pioneer-Standard Electronics, Inc. and Steven M. Billick
10.4	Five-Year Credit Agreement Dated as of September 15, 2000, among Pioneer-Standard Electronics, Inc., the Foreign Subsidiary Borrowers, the Lenders, and Bank One, Michigan as Agent, Banc One Capital Markets, Inc. as Lead Arranger and Sole Book Runner, KeyBank National Association as Syndication Agent, and ABN AMRO Bank, N.V., as Documentation Agent.
10.5	364-Day Credit Agreement Dated as of September 15, 2000, among Pioneer-Standard Electronics, Inc., the Lenders, Bank One, Michigan as Agent, Banc One Capital Markets, Inc. as Lead Arranger and Sole Book Runner, KeyBank National Association, as Syndication Agent, and ABN AMRO Bank, N.V., as Documentation Agent.
27	Financial Data Schedule
(b)	Reports on Form 8-K
	None.

16

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		PIONEER-STANDARD ELECTRONICS, INC.
Date:	November 13, 2000	/S/ James L. Bayman
		James L. Bayman
		Chairman & CEO
Date:	November 13, 2000	/S/ Steven M. Billick
		Steven M. Billick
		Senior Vice President & CFO

17 EX-10.1 2 l84530aex10-1.txt EXHIBIT 10.1 - EMPLOY. AGREE.: PIONEER & BAYMAN 1 Exhibit 10.1 EXECUTION COPY -------------- EMPLOYMENT AGREEMENT BETWEEN PIONEER-STANDARD ELECTRONICS, INC. AND JAMES L. BAYMAN April 26, 2000 2 TABLE OF CONTENTS -----------------

Page ---- Employment........................................................................................................1 Period of Employment..............................................................................................1 Position, Duties, Responsibilities................................................................................2 Compensation, Compensation Plans, Perquisites....................................................................3 Employee Benefit Plans............................................................................................4 Effect of Death or Disability.....................................................................................5 Termination.......................................................................................................6 General..................................................................................................6 Change in Control........................................................................................6 For Cause or Voluntary Termination.......................................................................7 Without Cause............................................................................................8 Arbitration..............................................................................................9 Non-Competition, Confidential Information and Non-Interference....................................................9 Withholding......................................................................................................11 Notices..........................................................................................................11 General Provisions...............................................................................................12 Amendment or Modification; Waiver................................................................................13 Severability.....................................................................................................13 Successors to the Company........................................................................................13 Operation of Agreement...........................................................................................14 Enforcement Costs................................................................................................15

3 EMPLOYMENT AGREEMENT -------------------- EMPLOYMENT AGREEMENT between PIONEER-STANDARD ELECTRONICS, INC., an Ohio corporation (the "Company"), and JAMES L. BAYMAN ("Bayman"), dated April 26, 2000, effective April 1, 2000. W I T N E S S E T H: WHEREAS: Bayman has been providing services to the Company as Chairman and Chief Executive Officer pursuant to an Amended and Restated Employment Agreement dated April 27, 1999, effective April 1, 1999, between Bayman and the Company (the "1999 Agreement"); WHEREAS: The Company and Bayman desire to replace the 1999 Agreement with a new Employment Agreement in order to reflect certain modifications to the terms and conditions of Bayman's employment as Chairman and Chief Executive Officer; WHEREAS: A new Employment Agreement containing such modified terms is deemed necessary at the present time to meet the need for a continued strong management without substantial change; WHEREAS: Together with other officers of the Company, Bayman has been responsible for the success of the business of the Company. NOW, THEREFORE, it is hereby agreed by and between the Company and Bayman as follows: 1. Employment ---------- The Company hereby agrees to continue to employ Bayman, and Bayman hereby agrees to remain in the employ of the Company, for the period set forth in Section 2 hereof (the "Period of Employment"), in the position and with the duties and responsibilities set forth in Section 3 hereof, and upon the other terms and conditions hereinafter stated. 2. Period of Employment -------------------- For purposes of this Agreement, the Period of Employment shall consist of the Period of Full Time Employment and the Period of Transition as described in this Section 2 as follows: (a) For the purposes of this Agreement, the Period of Full Time Employment shall continue for a two-year period from the effective date hereof, subject to (i) the provisions of Section 6 hereof; (ii) the earlier termination of 1 4 employment as set forth in Section 7 hereof; and (iii) the commencement of the Period of Transition pursuant to Section 2(c) hereof. (b) For purposes of this Agreement, the Period of Transition shall continue for a three-year period from the termination of the Period of Full Time Employment, subject to (i) the provisions of Section 6 hereof and (ii) the earlier termination of employment as set forth in Section 7 hereof. (c) Not later than the February 1 next preceding the first anniversary of this Agreement, Bayman may elect to commence the Period of Transition effective on the first anniversary of this Agreement. The Period of Transition shall be a period of reduced employment responsibilities designed to ensure Bayman's availability and support in the transition from Bayman to his successor as Chairman and Chief Executive Officer of the Company. 3. Position, Duties, Responsibilities ---------------------------------- 3.01 CHIEF EXECUTIVE OFFICER. During the Period of Full Time Employment, Bayman shall serve as Chairman and Chief Executive Officer of the Company and shall have the responsibility for all of the operations of the Company including the authority, power and duties with regard to his position as may from time to time be assigned by the Board of Directors of the Company. Bayman's duties will include the supervision and direction of the corporate professional staff and the strategic direction of the Company's operations. He shall at all times during such period have the authority, power and duties of the person charged with the general management of the business and affairs of the areas assigned to him with authority to manage and direct all operations and affairs of those areas and to employ and discharge all employees thereof, reporting and being responsible only to the Board of Directors of the Company. 3.02 BOARD MEMBERSHIP. It is further contemplated that at all times during the Period of Full Time Employment, Bayman shall serve and continue to serve as a member of its Board of Directors. In the event that Bayman's employment is terminated for any reason as provided in Section 7 hereof, Bayman agrees that he shall immediately submit his written resignation as a member of the Board of Directors of the Company, which may choose to either accept or reject such resignation. 3.03 ATTENTION TO DUTIES. Throughout the Period of Full Time Employment, Bayman shall devote his full time and undivided attention during normal business hours to the business and affairs of the Company, except for reasonable vacations afforded the Company's executive officers and except for illness or incapacity, but nothing in this Agreement shall preclude Bayman from devoting reasonable time required for serving as a director or member of an advisory committee of any organization involving no conflict of interest with the interests of the Company, from engaging in charitable and community activities, and from managing his personal affairs, provided that such activities do not materially interfere with the regular performance of his duties and responsibilities under this Agreement. 2 5 3.04 OFFICE. Throughout the Period of Full Time Employment, Bayman's office shall be located at the corporate offices of the Company, and Bayman shall not be required to locate his office elsewhere without his prior written consent, nor shall he be required to be absent therefrom on travel status or otherwise more than a total of sixty (60) days in any calendar year nor more than fifteen (15) consecutive days at any one time. Upon the commencement of the Period of Transition, Bayman's office shall be relocated to an appropriate office which shall be mutually acceptable to Bayman and his successor as Chairman and Chief Executive Officer. 3.05 PERIOD OF TRANSITION. Throughout the Period of Transition, Bayman: (a) shall serve in an advisory capacity to the Chairman and Chief Executive Officer and shall perform such tasks as shall be reasonably requested of him from time to time by the Chairman and Chief Executive Officer; (b) shall make himself available to serve as a nominee for election by the shareholders as a Director of the Company if so requested by the Compensation Committee and, if he is elected and does so serve, shall receive no additional compensation for his services as Director; and (c) shall devote no more than five (5) days per month during normal business hours to the business affairs of the Company as requested from time to time by the Chairman and Chief Executive Officer, except for illness or incapacity, but nothing in this Agreement shall preclude Bayman from serving as a director or member of an advisory committee of any organization involving no conflict of interest with the interests of the Company, from engaging in charitable and community activities, and from managing his personal affairs, provided that such activities do not materially interfere with the regular performance of his duties and responsibilities under this Agreement. 4. Compensation and Perquisites ---------------------------- 4.01 COMPENSATION. (a) For all services rendered by Bayman in any capacity during the Period of Full Time Employment, including, without limitation, services as an executive officer, director or member of any committee of the Company or of any subsidiary, division or affiliate thereof, Bayman shall be entitled as compensation to the following: (i) A base salary, payable not less often than monthly, at the rate of $50,000 per month, with such increases in such rate as may be awarded from time to time by the Board of Directors of the Company or the Compensation Committee, as applicable; and 3 6 (ii) Participation in the Company's 2000 Annual Incentive Plan (the "Annual Incentive Plan") in accordance with the provisions of such plan as in effect as of the date of this Agreement and as may be amended from time to time, conditioned upon and subject to Bayman's prior written consent to any such amendment as shall apply to him. (b) For all services rendered by Bayman in any capacity during the Period of Transition, Bayman shall be paid as compensation a base salary, payable not less often than monthly, at a rate of $110,000 per year, with such increases in such rate as may be awarded from time to time by the Chief Executive Officer of the Company. (c) Any increase in salary, incentive compensation or other form of compensation shall in no way diminish any other obligation of the Company under this Agreement, unless specifically agreed to in writing by Bayman. 4.02 PERQUISITES. During the Period of Employment, Bayman shall be entitled to perquisites, including without limitation, an office, secretarial staff and clerical staff, and to fringe benefits comparable to those enjoyed by the elected executive officers of the Company, as well as to reimbursement, upon proper accounting, of reasonable business expenses and disbursements incurred by him in the course of his duties. 5. Employee Benefit Plans ---------------------- 5.01 BENEFIT PLANS. Bayman, his dependents, beneficiaries and estate shall be entitled to all payments and benefits and service credit for benefits during the Period of Employment to which executive officers of the Company, their dependents and beneficiaries are entitled as the result of the employment of such executive officers during the Period of Employment under the terms of employee plans and practices of the Company, including, without limitation, the Company's Retirement Plan, its Benefit Equalization Plan, its group life insurance plan, its accidental death and dismemberment insurance, its disability, medical and health and welfare plans, any key person individual life and disability policies, automobile expense reimbursement, club membership fees and dues, and other present or equivalent successor plans and practices of the Company, its subsidiaries and divisions, for which other executive officers, their dependents and beneficiaries are eligible except for the Supplemental Executive Retirement Plan, and to all payments or other benefits under any such plan or practice after the Period of Employment as a result of participation in such plan or practice during the Period of Employment. 5.02 STOCK PLANS. Bayman shall be eligible to participate in the Company's 1991 Stock Option Plan and 2000 Stock Incentive Plan (which, together with any successor stock option plan or plans as may be in effect from time to time, are referred to herein as the "Option Plan"); provided, however, that the grant of any stock options ("Options") under any Option Plan shall be at the sole discretion of the Compensation Committee of the 4 7 Board of Directors of the Company. The Company has granted Bayman stock options at an option price equal to the fair market value of the Company's Common Shares at the date of grant. The terms and conditions of exercise of Options shall be as is set forth in Bayman's Stock Option Agreements (the "Option Agreements") with the Company; provided, however, that in the event of a Change in Control as defined in Section 15.02 hereof, then notwithstanding the provisions of said Option Agreements, all options (including those granted to him under the 1982 Incentive Stock Option Plan, the 1991 Stock Option Plan and the 2000 Stock Incentive Plan) shall immediately be 100% vested and Bayman shall have the immediate right of exercise with respect to all Options and the underlying Common Shares covered by said Option Agreements. In the event that Bayman is discharged or resigns his employment during the one (1) year period following a Change in Control as defined in Section 15.02 hereof, Bayman shall have the period of one (1) year after the date of such termination or resignation (or such longer period as may be specified in the Option Agreement) or the remainder of the term of such Options, whichever is shorter, to exercise his Options, and any such exercise shall be irrevocable. Bayman shall also be entitled to participate in the Company's 1999 Restricted Stock Plan. 6. Effect of Death or Disability ----------------------------- 6.01 DEATH. In the event of the death of Bayman during the Period of Employment, the Period of Employment shall be deemed to have ended as of the close of business on the last day of the month in which death shall have occurred, and his legal representative shall be entitled to (i) the compensation provided for in Section 4.01(a)(i) or Section 4.01(b) hereof, whichever is applicable, for the month in which death shall take place at the rate being paid at the time of death, (ii) an incentive cash bonus amount equal to his earned incentive cash bonus under the Annual Incentive Plan (or, if applicable, any predecessor annual incentive plan or arrangement) for the immediately preceding fiscal year, pro rated through the last date of the Period of Employment, and (iii) any benefits provided pursuant to Section 5.01 hereof which are payable pursuant to the terms of the applicable plan or practice. 6.02 Disability. ---------- (a) The term "Disability," as used in this Agreement, shall mean an illness or accident which prevents Bayman from performing his duties under this Agreement for a period of six (6) consecutive months. The Period of Employment shall be deemed to have ended as of the close of business on the last day of such six (6) month period but without prejudice to any payments due Bayman during such six (6) month period or pursuant to any disability plan or disability insurance policy. (b) In the event of the Disability of Bayman during the Period of Employment, Bayman shall be entitled to (i) the compensation provided for in Section 4.01(a)(i) or Section 4.01(b) hereof, whichever is applicable, at the rate being paid at the time of the commencement of Disability, for the period of such 5 8 Disability but not in excess of six (6) months, (ii) an incentive cash bonus equal to his earned incentive cash bonus under the Annual Incentive Plan (or, if applicable, any predecessor annual incentive plan or arrangement) for the immediately preceding fiscal year, pro rated through the last date of the Period of Employment, and (iii) any benefits provided pursuant to Section 5.01 hereof which are payable pursuant to the terms of the applicable plan or practice, except that Bayman shall not be subject to the payment cap provided for by the Company's short-term disability plan. (c) The amount of any payments due under this Section 6.02 shall be reduced by any payments which Bayman may be paid for the same period under any disability plan of the Company or of any subsidiary or affiliate thereof. 7. Termination ----------- 7.01 GENERAL. The Company may terminate Bayman's employment with or without Cause, and Bayman may voluntarily terminate his employment, at any time during the Period of Employment, subject to the provisions of this Section 7. 7.02 CHANGE IN CONTROL. If, during the one (1) year period following a Change in Control of the Company as defined in Section 15.02 hereof, Bayman is discharged or voluntarily resigns his employment, there shall be paid or provided to Bayman, his dependents, beneficiaries and estate, as liquidated damages or severance pay, or both, the following: (a) (i) The compensation provided for in Section 4.01(a)(i) or Section 4.01(b) hereof, whichever is applicable, for the month in which termination shall have occurred at the rate being paid at the time of termination; plus (ii) An incentive cash bonus calculated based upon his earned incentive cash bonus under the Annual Incentive Plan for the immediately preceding fiscal year, pro rated for the then current fiscal year through his date of termination; plus (iii) An amount equal to the product of thirty-six (36) times his monthly base salary at the rate being paid at the time of termination; plus (iv) An amount equal to his earned incentive cash bonus under the Annual Incentive Plan (or, if applicable, any predecessor annual incentive plan or arrangement) for the three (3) previously completed fiscal years. Such amounts shall be paid to Bayman in one payment immediately upon his termination of employment. 6 9 (b) For the three (3) year period following the date of his termination of employment, Bayman, his dependents, beneficiaries and estate, shall continue to be entitled to all benefits provided pursuant to Section 5.01 hereof which are payable pursuant to the terms of the applicable plan or practice, and service credit for benefits under all employee benefit plans of the Company, including, without limitation, the Company's Retirement Plan and Benefit Equalization Plan referred to in Section 5.01 hereof, upon the same basis as immediately prior to termination and, to the extent that such benefits or service credit for benefits shall not be payable or provided under any such plans to Bayman, his dependents, beneficiaries and estate, by reason of his no longer being an employee of the Company as the result of termination, or any such plan, program or arrangement is discontinued or the benefits thereunder are materially reduced, the Company shall provide Bayman, his dependents, beneficiaries and estate, as appropriate, a benefit or payment which places Bayman, his dependents, beneficiaries and estate in at least as good of an economic position (taking into account the favorable economic, tax and legal characteristics customary for such plans, policies or arrangements) as if the benefit to which such persons were entitled to receive under such plans, programs and arrangements immediately prior to termination had been paid. Any termination of Bayman's employment which either is (x) a termination by the Company other than for Cause or (y) a voluntary resignation by Bayman after the occurrence of an event which would constitute Good Reason under Section 15.03 hereof, which termination or resignation occurs within the period commencing on the commencement date of a tender offer for the Company's Common Shares, the execution of a letter of intent or the execution of a definitive agreement which, in each case, could reasonably be expected to lead to a Change in Control as defined in Section 15.02 hereof, and ending on either (A) the date of the Change in Control resulting from such tender offer or the consummation of the transaction contemplated by such letter of intent or such definitive agreement, as the case may be, or (B) the date as of which the Board of Directors determines in good faith that such tender offer has been withdrawn or has reached a final conclusion not resulting in a Change in Control or the transaction contemplated by such letter of intent or such definitive agreement is not to be consummated or if consummated, will not lead to a Change in Control, as the case may be, shall be deemed to be a termination under this Section 7.02. An election by Bayman to terminate his employment under the provisions of this Section 7.02 shall not be deemed a voluntary termination of employment by Bayman under Section 7.03 hereof. Further, an election by Bayman to terminate his employment under the provisions of subsection (y) of this Section 7.02 shall not be deemed to be a voluntary termination of employment for a Good Reason under Section 7.04 hereof. 7.03 FOR CAUSE OR VOLUNTARY TERMINATION WITHOUT A GOOD REASON. For the purpose of any provision of this Agreement, the termination of Bayman's employment shall be deemed to have been for Cause only if: 7 10 (a) termination of his employment shall have been the result of Bayman's conviction of any of the following offenses, provided that such offense results in material economic harm to the Company or has a materially adverse effect on the Company's operations, property or business relationships: (i) misappropriation of money or other property of the Company or (ii) any felony; (b) there has been a breach by Bayman during the Period of Employment of the provisions of Section 3.03 hereof relating to devotion of full time to the affairs of the Company or any provision of Section 8 hereof, and such breach results in demonstrable significant injury to the Company, and with respect to any alleged breach of Section 3.03 hereof, Bayman shall have failed to remedy such breach within thirty (30) days after his receipt of written notice from the Company; or (c) there has been a substantial and continued failure or refusal to perform under this Agreement which Bayman shall have failed to remedy within thirty (30) days after his receipt of written notice from the Company. If Bayman's employment is terminated by the Company for Cause, or if Bayman shall voluntarily terminate his employment with the Company without a Good Reason as defined in Section 15.03 hereof, Bayman shall be entitled to the compensation provided for in Section 4.01(a)(i) or Section 4.01(b) hereof, whichever is applicable, through the date of such termination. Bayman shall not be entitled to any additional compensation or benefits (except for any vested benefits), and shall continue to be bound by the provisions of Section 8 hereof. 7.04 WITHOUT CAUSE OR VOLUNTARY TERMINATION FOR A GOOD REASON. Subject to compliance by Bayman with the provisions of Section 8 hereof, if the Company shall terminate Bayman's employment without Cause or if Bayman shall voluntarily terminate his employment for a Good Reason as defined in Section 15.03 hereof, there shall be paid or provided to Bayman, his dependents, beneficiaries and estate, as liquidated damages or severance pay, or both, (i) the compensation provided for in Section 4.01(a)(i) or Section 4.01(b) hereof, whichever is applicable, for the month in which termination shall have occurred at the rate being paid at the time of such termination; (ii) an incentive cash bonus calculated based upon his earned incentive cash bonus under the Annual Incentive Plan for the immediately preceding fiscal year, pro rated for the then current fiscal year through his date of termination; and (iii) the amount (the "Payment Amount") per month equal to 1/24th of (A) twenty-four (24) times his monthly base salary at the rate being paid at the time of termination PLUS (B) an amount equal to his earned incentive cash bonus under the Annual Incentive Plan (or, if applicable, any predecessor annual incentive plan or arrangement) for the two (2) previously completed fiscal years. Such Payment Amount shall be paid to Bayman or, in case of his prior death, to his legal representative or estate, in monthly installments at the end of each month commencing with the month next following that in which such termination shall have occurred, and continuing for a period of twenty-four (24) months. Bayman, his dependents, beneficiaries and estate shall also receive, for the twenty-four (24) month period 8 11 following such termination, all benefits provided pursuant to Section 5.01 hereof which are payable pursuant to the terms of the applicable plan or practice, and service credit for benefits under all employee benefit plans of the Company, including, without limitation, the Company's Retirement Plan and Benefit Equalization Plan referred to in Section 5.01 hereof, upon the same basis as immediately prior to termination and, to the extent that such benefits or service credit for benefits shall not be payable or provided under any such plans to Bayman, his dependents, beneficiaries and estate, by reason of his no longer being an employee of the Company as the result of termination, or any such plan, program or arrangement is discontinued or the benefits thereunder are materially reduced, the Company shall provide Bayman, his dependents, beneficiaries and estate, as appropriate, a benefit or payment which places Bayman, his dependents, beneficiaries and estate in at least as good of an economic position (taking into account the favorable economic, tax and legal characteristics customary for such plans, policies or arrangements) as if the benefit to which such persons were entitled to receive under such plans, programs and arrangements immediately prior to termination had been paid. In the event the Company fails to make such payments when due, then the remaining payments shall become due and payable immediately. Bayman shall be under no obligation to seek other employment, but without otherwise limiting the purposes or effect of this Section 7.04, any amounts payable to Bayman pursuant to Section 7.04(iii) hereof shall be reduced by any amounts which Bayman actually receives from another employer during the twenty-four (24) month period following the date of his termination without Cause, and any benefits payable to Bayman or his dependents pursuant to this Section 7.04 by reason of any "welfare benefit plan" of the Company (as the term "welfare benefit plan" is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) or perquisites shall be reduced to the extent comparable benefits or perquisites (or the cash equivalent thereof) are actually received by Bayman or his dependents from another employer during such period. Notwithstanding any provision in this Section 7.04 to the contrary, all obligations of the Company and Bayman's right to any payment or benefit under this Section 7.04 shall cease upon Bayman's breach of any provision of Section 8 hereof. 7.05 ARBITRATION. In the event that Bayman's employment shall be terminated by the Company during the Period of Employment or the Company shall withhold payments or provision of benefits because Bayman is alleged to be engaged in activities prohibited by Section 8 hereof or for any other reason, Bayman shall have the right, in addition to all other rights and remedies provided by law, at his election either to seek arbitration in the metropolitan area of Cleveland, Ohio, under the Commercial Arbitration Rules of the American Arbitration Association by serving a notice to arbitrate upon the Company or to institute a judicial proceeding, in either case within one hundred and twenty (120) days after having received notice of termination of his employment. 8. Non-Competition, Confidential Information and Non-Interference -------------------------------------------------------------- 8.01 NON-COMPETITION. During the Period of Employment and the two (2) year period following the termination of his employment (except in the case of a voluntary or involuntary termination of employment within one (1) year after a Change in Control), 9 12 Bayman shall not become an officer, director, joint venturer, employee, consultant or five percent (5%) shareholder (directly or indirectly), or promote or assist (financially or otherwise), any entity which competes with any business in which the Company or any of its affiliates are engaged as of the date of such termination of employment. Bayman understands that the foregoing restrictions may limit his ability to engage in certain business pursuits during the period provided for herein, but acknowledges that he will receive sufficiently higher remuneration and other benefits from the Company hereunder than he would otherwise receive to justify such restriction. Bayman acknowledges that he understands the effect of the provisions of this Section 8(a), and that he has had reasonable time to consider the effect of these provisions, and that he was encouraged to and had an opportunity to consult an attorney with respect to these provisions. 8.02 CONFIDENTIAL INFORMATION. Except for information which is already in the public domain, or which is publicly disclosed by persons other than Bayman, or which is required by law or court order to be disclosed, or information given to Bayman by a third party not bound by any obligation of confidentiality, Bayman shall at all times during and after his employment with the Company hold in strictest confidence any and all confidential information within his knowledge and which is material to the business of the Company (whether acquired prior to or during his employment with the Company) concerning the inventions, products, processes, methods of distribution, customers, services, business, suppliers or trade secrets of the Company, except that Bayman may, in connection with the performance of his duties to the Company, divulge confidential information to the directors, officers, employees and shareholders of the Company and to the advisors, accountants, attorneys or lenders of the Company or such other individuals as deemed prudent in the course of business to carry out the responsibilities and duties of his position, or as required by law. Such confidential information includes, without limitation, financial information, sales information, price lists, marketing data, the identity and lists of actual and potential customers and technical information, all to the extent that such information is not intended by the Company for public dissemination. Bayman also agrees that upon leaving the Company's employ he will not take with him, without the prior written consent of an officer authorized to act in the matter by the Board of Directors of the Company, any Company document, contract, internal financial or management reports, customers list, product list, price list, catalog, employee list, procedures, software, MIS data, drawing, blueprint, specification or other document of the Company, its subsidiaries, affiliates and divisions, which is of a confidential nature relating to the Company, its subsidiaries, affiliates and divisions, or, without limitation, relating to its or their methods of purchase or distribution, or any description of any trade secret, formulae or secret processes. 8.03. NONINTERFERENCE. Bayman shall not, at any time during the Period of Employment or within the two (2) year period after his employment is terminated with the Company (except in the case of a voluntary or involuntary termination of employment within one (1) year after a Change in Control), without the prior written consent of the Company, directly or indirectly, induce or attempt to induce any employee, agent or other representative or associate of the Company to terminate his or her employment, 10 13 representation or other relationship with the Company, or in any way directly or indirectly interfere with any relationship between the Company and its suppliers or customers. 8.04. REMEDY. Bayman acknowledges that Sections 8.01, 8.02 and 8.03 hereof were negotiated at arms length and are required for the fair and reasonable protection of the Company. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of competent jurisdiction, the Company and Bayman intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. Bayman and the Company further acknowledge and agree that a breach of those obligations and agreements will result in irreparable and continuing damage to the Company for which there will be no adequate remedy at law and, therefore, Bayman and the Company agree that in the event of any breach of said obligations and agreements the Company, and its successors and assigns, shall be entitled to injunctive relief and such other and further relief, including monetary damages, as is proper in the circumstances. It is further agreed that the running of the periods provided in Sections 8.01 and 8.03 hereof shall be tolled during any period which Bayman shall be adjudged to have been in violation of any of his obligations under such Sections. 9. Withholding ----------- Anything to the contrary notwithstanding, all payments required to be made by the Company hereunder to Bayman or his estate or beneficiaries, shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation. In lieu of withholding such amounts, the Company may accept other provisions to the end that it has sufficient funds to pay all taxes required by law to be withheld in respect of such payments or any of them. 10. Notices ------- All notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be sufficiently given if and when mailed in the continental United States by registered or certified mail or personally delivered to the party entitled thereto at the address stated herein or to such changed address as the addressee may have given by a similar notice: To the Company: Pioneer-Standard Electronics, Inc. 6065 Parkland Boulevard Mayfield Heights, Ohio 44124 Attention: Secretary or Assistant Secretary 11 14 To Bayman: James L. Bayman 1760 County Line Road Gates Mills, OH 44040 11. General Provisions ------------------ 11.01 NO SET-OFF OR COUNTER CLAIM. There shall be no right of set-off or counter claim, in respect of any claim, debt or obligation, against payments to Bayman, his dependents, beneficiaries or estate provided for in this Agreement. 11.02 BENEFICIARY. No right or interest to or in any payments shall be assignable by Bayman; provided, however, that this provision shall not preclude him from designating one or more beneficiaries to receive any amount that may be payable after his death and shall not preclude the legal representative of his estate from assigning any right hereunder to the person or persons entitled thereto under his will or, in the case of intestacy, to the person or persons entitled thereto under the laws of intestacy applicable to his estate. The term "beneficiaries" as used in this Agreement shall mean a beneficiary or beneficiaries so designated to receive any such amount or, if no beneficiary has been so designated, the legal representative of Bayman's estate. 11.03 ASSIGNMENT. No right, benefit or interest hereunder, shall be subject to anticipation, alienation, sale, assignment, encumbrance, charge, pledge, hypothecation, or set-off in respect of any claim, debt or obligation, or to execution, attachment, levy or similar process, or assignment by operation of law. Any attempt, voluntary or involuntary, to effect any action specified in the immediately preceding sentence shall, to the full extent permitted by law, be null, void and of no effect. 11.04 LEGAL REPRESENTATIVE. In the event of Bayman's death or a judicial determination of his incompetence, reference in this Agreement to Bayman shall be deemed, where appropriate, to refer to his legal representative or, where appropriate, to his beneficiary or beneficiaries. 11.05 HEADINGS. The titles to sections in this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the title of any section. 11.06 BINDING EFFECT. This Agreement shall be binding upon and shall inure to the benefit of (a) Bayman and, subject to the provisions of Sections 11.02 and 11.03 hereof, his heirs and legal representatives, and (b) the Company and its successors as provided in Section 14 hereof. 11.07 EXCISE TAX GROSS UP. Bayman shall be entitled to a cash payment (the "Excise Tax Gross-Up Payment") equal to the amount of excise taxes which Bayman is required to pay pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended ("Code"), as a result of any parachute payments as defined in Section 280G(b)(2)made by or on behalf of the Company or any successor thereto, under this Agreement or 12 15 otherwise, resulting in an "excess parachute payment" as defined in Section 280G(b)(1) of the Code. In addition to the foregoing, the Excise Tax Gross-Up Payment due to Bayman under this Section 11.07 shall be increased by the aggregate of the amount of federal, state and local income and excise taxes for which Bayman will be liable on account of the Excise Tax Gross-Up Payment to be made under this Section 11.07, such that Bayman will receive the Excise Tax Gross-Up Payment net of all income and excise taxes imposed on Bayman on account of the receipt of the Excise Tax Gross-Up Payment. The computation of the Excise Tax Gross-Up Payment shall be determined, at the expense of the Company, by an independent accounting, actuarial or consulting firm selected by the Company. Such Excise Tax Gross-Up Payment shall be made at such time as the Company shall determine, in its sole discretion, but in no event later than the date five (5) business days before the due date, without regard to any extension, for filing Bayman's federal income tax return for the calendar year for which it is determined that excise taxes are payable under Section 4999 of the Code. Notwithstanding the foregoing, there shall be no duplication of payments by the Company under this Section 11.07 in respect of excise taxes under Section 4999 of the Code to the extent the Company is making payments in respect of such excise taxes under any other arrangement with Bayman. In the event that Bayman is ultimately assessed with excise taxes under Section 4999 of the Code which exceed the amount of excise taxes used in computing Bayman's payment under this Section 11.07, the Company or its successor shall indemnify Bayman for such additional excise taxes plus any additional excise taxes, income taxes, interest and penalties resulting from the additional excise taxes and the indemnity hereunder. 12. Amendment or Modification; Waiver --------------------------------- No provision of this Agreement may be amended or waived unless such amendment or waiver is authorized by the Board of Directors of the Company or the Compensation Committee thereof and is agreed to in writing, signed by Bayman and by an officer of the Company thereunto duly authorized by either the Board of Directors or the Compensation Committee. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. 13. Severability ------------ In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, the remaining provisions and portions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law. 14. Successors to the Company ------------------------- Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the Company and any successor of the Company, including, 13 16 without limitation, any corporation which acquires directly or indirectly all or substantially all of the assets or capital stock of the Company whether by merger, consolidation, sale or otherwise (and such successor shall thereafter be deemed the Company for the purposes of this Agreement), but shall not otherwise be assignable by the Company. 15. Operation of Agreement ---------------------- 15.01 EFFECTIVE DATE. This Agreement is effective April 1, 2000, and shall supersede any prior employment arrangement or agreement, including the 1999 Agreement, which shall be deemed to be terminated and null and void. 15.02 CHANGE IN CONTROL. For the purpose of this Agreement, the term "Change in Control" of the Company shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934 as in effect on the date of this Agreement; provided that, without limitation, such a change in control shall be deemed to have occurred if and when (a) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934), excluding The Pioneer Stock Benefit Trust, any employee benefit plan of the Company, any trust established under any employee benefit plan of the Company, or any trustee of any trust established under any employee benefit plan of the Company, is or becomes a beneficial owner, directly or indirectly, of securities of the Company representing twenty percent (20%) or more of the combined voting power of the Company's then outstanding securities, or (b) during any period of twelve (12) consecutive months, commencing before or after the date of this Agreement, individuals who, at the beginning of such twelve (12) month period were directors of the Company for whom Bayman, as a shareholder, shall have voted, cease for any reason to constitute at least a majority of the Board of Directors of the Company. 15.03 GOOD REASON. For the purpose of this Agreement, "Good Reason" shall mean the occurrence of: (a) any reduction during the period of Full Time Employment in Bayman's position, authority or title; (b) any material reduction during the period of Full Time Employment in Bayman's responsibilities or duties for the Company; (c) any material adverse change or reduction in the aggregate perquisites, benefits and payments to which Bayman is entitled pursuant to Sections 4.02 and 5.01 hereof; (d) any change in Bayman's reporting relationship; (e) any relocation of Bayman's principal place of work with the Company to a location that exceeds by fifty (50) miles the distance from the location of his residence at the time of such relocation of Bayman's principal place of work with the Company to 6065 Parkland Boulevard, Mayfield Heights, Ohio; or (f) the material breach or material default by the Company of any of its agreements or obligations under any provision of this Agreement, unless such breach or default is substantially cured within a reasonable period of time (hereby defined as thirty (30) days) after written notice advising the Company of the acts or omissions constituting such breach or default is actually received by the Company. As used in Section 15.03(c), an "adverse change or material reduction" in the aggregate perquisites, benefits and payments to which Bayman is entitled pursuant to Sections 4.02 and 5.01 shall be 14 17 deemed to result from any reduction or any series of reductions which, in the aggregate, exceeds five percent (5%) of the value of such perquisites, benefits and payments determined as of the date of this Agreement. If Bayman claims the existence of a Good Reason, he shall give written notice to the Company of the event constituting Good Reason not later than ninety (90) days following the later to occur of the occurrence of the event (e.g., the actual reduction in compensation, the scheduled date of relocation or the date of the breach) constituting Good Reason or his actual knowledge thereof. If the event which Bayman claims to be a Good Reason is not cured within thirty (30) days following the date of such notice, Bayman must resign within ten (10) days following the thirty (30) day cure period in order to invoke his right to resign for Good Reason. If no such timely resignation occurs or no such timely written notices are given, Bayman's right to resign for Good Reason with respect to such event shall be permanently waived. 16. Enforcement Costs ----------------- The Company is aware that upon the occurrence of a Change in Control the Board of Directors or a shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny Bayman the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company that Bayman not be required to incur the expenses associated with the enforcement of his rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Bayman hereunder, nor be bound to negotiate any settlement of his rights hereunder under threat of incurring such expenses. Accordingly, if following a Change in Control it should appear to Bayman that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation or other legal action designed to deny, diminish or to recover from, Bayman, the benefits intended to be provided to Bayman hereunder, and that Bayman has complied with all of his obligations under this Agreement, the Company irrevocably authorizes Bayman from time to time to retain counsel of his choice at the expense of the Company as provided in this Section 16, to represent Bayman in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer, shareholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Bayman entering into an attorney-client relationship with such counsel, and in that connection the Company and Bayman agree that a confidential relationship shall exist between Bayman and such counsel. The reasonable fees and expenses of counsel selected from time to time by Bayman as herein provided shall be paid or reimbursed to Bayman by the Company on a regular, periodic basis upon presentation by Bayman of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum aggregate amount of $500,000. 15 18 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. ATTEST: PIONEER-STANDARD ELECTRONICS, INC. /s/ Nancy E. Hoyt By /s/ Victor Gelb - ----------------------------- ------------------------------------------ Victor Gelb, Chairman of the Compensation Committee ATTEST: /s/ Nancy E. Hoyt /s/ James L. Bayman - ---------------------------- ------------------------------------------ James L. Bayman 16 EX-10.2 3 l84530aex10-2.txt EXHIBIT 10.2 - EMPL. AGREE.: PIONEER & RHEIN 1 Exhibit 10.2 EXECUTION COPY EMPLOYMENT AGREEMENT BETWEEN PIONEER-STANDARD ELECTRONICS, INC. AND ARTHUR RHEIN April 26, 2000 2 TABLE OF CONTENTS

Page Employment........................................................................................................1 Period of Employment..............................................................................................1 Position, Duties, Responsibilities................................................................................2 Compensation, Compensation Plans, Perquisites....................................................................2 Employee Benefit Plans............................................................................................3 Effect of Death or Disability.....................................................................................4 Termination.......................................................................................................5 General..................................................................................................5 Change in Control........................................................................................5 For Cause or Voluntary Termination Without a Good Reason.................................................7 Without Cause or Voluntary Termination for a Good Reason.................................................7 Arbitration..............................................................................................8 Non-Competition, Confidential Information and Non-Interference....................................................8 Withholding......................................................................................................10 Notices..........................................................................................................10 General Provisions...............................................................................................11 Amendment or Modification; Waiver................................................................................12 Severability.....................................................................................................12 Successors to the Company........................................................................................13 Operation of Agreement...........................................................................................13 Enforcement Costs................................................................................................14

3 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT between PIONEER-STANDARD ELECTRONICS, INC., an Ohio corporation (the "Company"), and ARTHUR RHEIN ("Rhein"), dated April 26, 2000, effective April 1, 2000. W I T N E S S E T H: WHEREAS: Rhein has been providing services to the Company as President and Chief Operating Officer pursuant to an Amended and Restated Employment Agreement dated April 27, 1999, effective April 1, 1999, between Rhein and the Company (the "1999 Agreement"); WHEREAS: The Company and Rhein desire to replace the 1999 Agreement with a new Employment Agreement in order to reflect certain modifications to the terms and conditions of Rhein's employment as President and Chief Operating Officer; WHEREAS: A new Employment Agreement containing such modified terms is deemed necessary at the present time to meet the need for a continued strong management without substantial change; WHEREAS: Together with other officers of the Company, Rhein has been responsible for the success of the business of the Company. NOW, THEREFORE, it is hereby agreed by and between the Company and Rhein as follows: 1. EMPLOYMENT The Company hereby agrees to continue to employ Rhein, and Rhein hereby agrees to remain in the employ of the Company, for the period set forth in Section 2 hereof (the "Period of Employment"), in the position and with the duties and responsibilities set forth in Section 3 hereof, and upon the other terms and conditions hereinafter stated. 2. PERIOD OF EMPLOYMENT For purposes of this Agreement, the Period of Employment, subject only to the provisions of Section 6 hereof, shall continue for a one-year period from the effective date hereof and thereafter on a year-to-year basis (i) subject to termination of this Agreement by the Company effective as of the next anniversary of the effective date hereof following written notice of termination, which notice must be given to Rhein no later than February 1 of the Company's then current fiscal year, or (ii) until the earlier termination of employment as set forth in Section 7 hereof. 1 4 3. POSITION, DUTIES, RESPONSIBILITIES 3.01 PRESIDENT AND CHIEF OPERATING OFFICER. During the Period of Employment, Rhein shall serve as President and Chief Operating Officer of the Company reporting to the Chief Executive Officer of the Company and shall have the responsibility for all of the operations of the Company including the authority, power and duties with regard to his position as may from time to time be assigned by the Chief Executive Officer or the Board of Directors of the Company. 3.02 BOARD MEMBERSHIP. It is further contemplated that at all times during the Period of Employment Rhein shall serve and continue to serve as a member of its Board of Directors. In the event that Rhein's employment is terminated for any reason as provided in Section 7 hereof, Rhein agrees that he shall immediately submit his written resignation as a member of the Board of Directors of the Company, which may choose to either accept or reject such resignation. 3.03 ATTENTION TO DUTIES. Throughout the Period of Employment, Rhein shall devote his full time and undivided attention during normal business hours to the business and affairs of the Company, except for reasonable vacations afforded the Company's executive officers and except for illness or incapacity, but nothing in this Agreement shall preclude Rhein from devoting reasonable time required for serving as a director or member of an advisory committee of any organization involving no conflict of interest with the interests of the Company, from engaging in charitable and community activities, and from managing his personal affairs, provided that such activities do not materially interfere with the regular performance of his duties and responsibilities under this Agreement. 3.04 OFFICE. Throughout the Period of Employment, Rhein's office shall be located at the corporate offices of the Company, and Rhein shall not be required to locate his office elsewhere without his prior written consent, nor shall he be required to be absent therefrom on travel status or otherwise more than a total of sixty (60) days in any calendar year nor more than fifteen (15) consecutive days at any one time. 4. COMPENSATION, COMPENSATION PLANS, PERQUISITES 4.01 COMPENSATION. (a) For all services rendered by Rhein in any capacity during the Period of Employment, including, without limitation, services as an executive officer, director or member of any committee of the Company or of any subsidiary, division or affiliate thereof, Rhein shall be entitled as compensation to the following: (i) A base salary, payable not less often than monthly, at the rate of $41,666.67 per month, with such increases in such rate as may be 2 5 awarded from time to time by the Board of Directors of the Company or the Compensation Committee, as applicable; (ii) Participation in the Company's 2000 Annual Incentive Plan (the "Annual Incentive Plan") in accordance with the provisions of such plan as in effect as of the date of this Agreement and as may be amended from time to time, conditioned upon and subject to Rhein's prior written consent to any such amendment as shall apply to him. (b) Any increase in salary, incentive compensation or other form of compensation shall in no way diminish any other obligation of the Company under this Agreement, unless specifically agreed to in writing by Rhein. 4.02 PERQUISITES. During the Period of Employment, Rhein shall be entitled to perquisites, including without limitation, an office, secretarial staff and clerical staff, and to fringe benefits comparable to those enjoyed by the elected executive officers of the Company, as well as to reimbursement, upon proper accounting, of reasonable business expenses and disbursements incurred by him in the course of his duties. 5. EMPLOYEE BENEFIT PLANS 5.01 BENEFIT PLANS. Rhein, his dependents, beneficiaries and estate shall be entitled to all payments and benefits and service credit for benefits during the Period of Employment to which executive officers of the Company, their dependents and beneficiaries are entitled as the result of the employment of such executive officers during the Period of Employment under the terms of employee plans and practices of the Company, including, without limitation, the Company's Retirement Plan, its Benefit Equalization Plan, its Supplemental Executive Retirement Plan, its group life insurance plan, its accidental death and dismemberment insurance, its disability, medical and health and welfare plans, any key person individual life and disability policies, automobile expense reimbursement, club membership fees and dues, and other present or equivalent successor plans and practices of the Company, its subsidiaries and divisions, for which other executive officers, their dependents and beneficiaries are eligible, and to all payments or other benefits under any such plan or practice after the Period of Employment as a result of participation in such plan or practice during the Period of Employment. 5.02 STOCK PLANS. Rhein shall be eligible to participate in the Company's 1991 Stock Option Plan and 2000 Stock Incentive Plan (which, together with any successor stock option plan or plans as may be in effect from time to time, are referred to herein as the "Option Plan"); provided, however, that the grant of any stock options ("Options") under any Option Plan shall be at the sole discretion of the Compensation Committee of the Board of Directors of the Company. The Company has granted Rhein stock options at an option price equal to the fair market value of the Company's Common Shares at the date of grant. The terms and conditions of exercise of Options shall be as is set forth in 3 6 Rhein's Stock Option Agreements (the "Option Agreements") with the Company; provided, however, that in the event of a Change in Control as defined in Section 15.02 hereof, then notwithstanding the provisions of said Option Agreements, all options (including those granted to him under the 1982 Incentive Stock Option Plan, the 1991 Stock Option Plan and the 2000 Stock Incentive Plan) shall immediately be 100% vested and Rhein shall have the immediate right of exercise with respect to all Options and the underlying Common Shares covered by said Option Agreements. In the event that Rhein is discharged or resigns his employment during the one (1) year period following a Change in Control as defined in Section 15.02 hereof, Rhein shall have the period of one (1) year after the date of such termination or resignation (or such longer period as may be specified in the Option Agreement) or the remainder of the term of such Options, whichever is shorter, to exercise his Options, and any such exercise shall be irrevocable. 6. EFFECT OF DEATH OR DISABILITY 6.01 DEATH. In the event of the death of Rhein during the Period of Employment, the Period of Employment shall be deemed to have ended as of the close of business on the last day of the month in which death shall have occurred, and his legal representative shall be entitled to (i) the compensation provided for in Section 4.01(a)(i) hereof for the month in which death shall take place at the rate being paid at the time of death, (ii) an incentive cash bonus amount equal to his earned incentive cash bonus under the Annual Incentive Plan (or, if applicable, any predecessor annual incentive plan or arrangement) for the immediately preceding fiscal year, pro rated through the last date of the Period of Employment, and (iii) any benefits provided pursuant to Section 5.01 hereof which are payable pursuant to the terms of the applicable plan or practice. 6.02 DISABILITY. (a) The term "Disability," as used in this Agreement, shall mean an illness or accident which prevents Rhein from performing his duties under this Agreement for a period of six (6) consecutive months. The Period of Employment shall be deemed to have ended as of the close of business on the last day of such six (6) month period but without prejudice to any payments due Rhein during such six (6) month period or pursuant to any disability plan or disability insurance policy. (b) In the event of the Disability of Rhein during the Period of Employment, Rhein shall be entitled to (i) the compensation provided for in Section 4.01(a)(i) hereof at the rate being paid at the time of the commencement of Disability, for the period of such Disability but not in excess of six (6) months, (ii) an incentive cash bonus equal to his earned incentive cash bonus under the Annual Incentive Plan (or, if applicable, any predecessor annual incentive plan or arrangement) for the immediately preceding fiscal year, pro rated through the last date of the Period of Employment, and (iii) any benefits provided pursuant to Section 5.01 hereof which are payable pursuant to the terms of the applicable plan or practice, except that Rhein shall not be subject to the payment cap provided for by the Company's short-term disability plan. 4 7 (c) The amount of any payments due under this Section 6.02 shall be reduced by any payments which Rhein may be paid for the same period under any disability plan of the Company or of any subsidiary or affiliate thereof. 7. TERMINATION 7.01 GENERAL. The Company may terminate Rhein's employment with or without Cause, and Rhein may voluntarily terminate his employment, at any time during the Period of Employment, subject to the provisions of this Section 7. The termination of this Agreement by the Company pursuant to Section 2(i) hereof shall be deemed to be a termination of employment without Cause as set forth in Section 7.04 hereof. In the event that this Agreement is to be terminated pursuant to Section 2(i) hereof, upon receipt of the notice of termination Rhein shall have the option of either leaving the Company at any time prior to the March 31 effective date of the termination of this Agreement or continuing his employment until such effective date, and in either event Rhein shall be entitled to receive all of the payments and benefits as provided in Section 7.04 hereof; provided, however, that in the event Rhein elects to continue his employment with the Company subsequent to the March 31 effective date of the termination of this Agreement, for a period of three (3) months thereafter Rhein shall have the right to terminate his employment with the Company and any such termination shall be deemed to be a termination of employment without Cause as set forth above. 7.02 CHANGE IN CONTROL. If, during the one (1) year period following a Change in Control of the Company as defined in Section 15.02 hereof, Rhein is discharged or voluntarily resigns his employment, there shall be paid or provided to Rhein, his dependents, beneficiaries and estate, as liquidated damages or severance pay, or both, the following: (a) (i) The compensation provided for in Section 4.01(a)(i) hereof for the month in which termination shall have occurred at the rate being paid at the time of termination; plus (ii) An incentive cash bonus calculated based upon his earned incentive cash bonus under the Annual Incentive Plan for the immediately preceding fiscal year, pro rated for the then current fiscal year through his date of termination; plus (iii) An amount equal to the product of thirty-six (36) times his monthly base salary at the rate being paid at the time of termination; plus (iv) An amount equal to his earned incentive cash bonus under the Annual Incentive Plan (or, if applicable, any predecessor annual incentive plan or arrangement) for the three (3) previously completed fiscal years. 5 8 Such amounts shall be paid to Rhein in one payment immediately upon his termination of employment. (b) For the three (3) year period following the date of his termination of employment, Rhein, his dependents, beneficiaries and estate, shall continue to be entitled to all benefits provided pursuant to Section 5.01 hereof which are payable pursuant to the terms of the applicable plan or practice, and service credit for benefits under all employee benefit plans of the Company, including, without limitation, the Company's Retirement Plan, Supplemental Executive Retirement Plan and Benefit Equalization Plan referred to in Section 5.01 hereof, upon the same basis as immediately prior to termination and, to the extent that such benefits or service credit for benefits shall not be payable or provided under any such plans to Rhein, his dependents, beneficiaries and estate, by reason of his no longer being an employee of the Company as the result of termination, or any such plan, program or arrangement is discontinued or the benefits thereunder are materially reduced, the Company shall provide Rhein, his dependents, beneficiaries and estate, as appropriate, a benefit or payment which places Rhein, his dependents, beneficiaries and estate in at least as good of an economic position (taking into account the favorable economic, tax and legal characteristics customary for such plans, policies or arrangements) as if the benefit to which such persons were entitled to receive under such plans, programs and arrangements immediately prior to termination had been paid. Any termination of Rhein's employment which either is (x) a termination by the Company other than for Cause or (y) a voluntary resignation by Rhein after the occurrence of an event which would constitute Good Reason under Section 15.03 hereof, which termination or resignation occurs within the period commencing on the commencement date of a tender offer for the Company's Common Shares, the execution of a letter of intent or the execution of a definitive agreement which, in each case, could reasonably be expected to lead to a Change in Control as defined in Section 15.02 hereof, and ending on either (A) the date of the Change in Control resulting from such tender offer or the consummation of the transaction contemplated by such letter of intent or such definitive agreement, as the case may be, or (B) the date as of which the Board of Directors determines in good faith that such tender offer has been withdrawn or has reached a final conclusion not resulting in a Change in Control or the transaction contemplated by such letter of intent or such definitive agreement is not to be consummated or if consummated, will not lead to a Change in Control, as the case may be, shall be deemed to be a termination under this Section 7.02. An election by Rhein to terminate his employment under the provisions of this Section 7.02 shall not be deemed a voluntary termination of employment by Rhein under Section 7.03 hereof. Further, an election by Rhein to terminate his employment under the provisions of subsection (y) of this Section 7.02 shall not be deemed to be a voluntary termination of employment for a Good Reason under Section 7.04 hereof. 6 9 7.03 FOR CAUSE OR VOLUNTARY TERMINATION WITHOUT A GOOD REASON. For the purpose of any provision of this Agreement, the termination of Rhein's employment shall be deemed to have been for Cause only if: (a) termination of his employment shall have been the result of Rhein's conviction of any of the following offenses, provided that such offense results in material economic harm to the Company or has a materially adverse effect on the Company's operations, property or business relationships: (i) misappropriation of money or other property of the Company or (ii) any felony; (b) there has been a breach by Rhein during the Period of Employment of the provisions of Section 3.03 hereof relating to devotion of full time to the affairs of the Company or any provision of Section 8 hereof, and such breach results in demonstrable significant injury to the Company, and with respect to any alleged breach of Section 3.03 hereof, Rhein shall have failed to remedy such breach within thirty (30) days after his receipt of written notice from the Company; or (c) there has been a substantial and continued failure or refusal to perform under this Agreement which Rhein shall have failed to remedy within thirty (30) days after his receipt of written notice from the Company. If Rhein's employment is terminated by the Company for Cause, or if Rhein shall voluntarily terminate his employment with the Company without a Good Reason as defined in Section 15.03 hereof, Rhein shall be entitled to the compensation provided for in Section 4.01(a)(i) hereof through the date of such termination. Rhein shall not be entitled to any additional compensation or benefits (except for any vested benefits), and shall continue to be bound by the provisions of Section 8 hereof. 7.04 WITHOUT CAUSE OR VOLUNTARY TERMINATION FOR A GOOD REASON. Subject to compliance by Rhein with the provisions of Section 8 hereof, if the Company shall terminate Rhein's employment without Cause or if Rhein shall voluntarily terminate his employment for a Good Reason as defined in Section 15.03 hereof, there shall be paid or provided to Rhein, his dependents, beneficiaries and estate, as liquidated damages or severance pay, or both, (i) the compensation provided for in Section 4.01(a)(i) for the month in which termination shall have occurred at the rate being paid at the time of such termination; (ii) an incentive cash bonus calculated based upon his earned incentive cash bonus under the Annual Incentive Plan for the immediately preceding fiscal year, pro rated for the then current fiscal year through his date of termination; and (iii) the amount (the "Payment Amount") per month equal to 1/24th of (A) twenty-four (24) times his monthly base salary at the rate being paid at the time of termination plus (B) an amount equal to his earned incentive cash bonus under the Annual Incentive Plan (or, if applicable, any predecessor annual incentive plan or arrangement) for the two (2) previously completed fiscal years. Such Payment Amount shall be paid to Rhein or, in case of his prior death, to his legal representative or estate, in monthly installments at the end of each month commencing with the month next following that in which such termination shall have occurred, and continuing for a period of twenty-four (24) months. 7 10 Rhein, his dependents, beneficiaries and estate shall also receive, for the twenty-four (24) month period following such termination, all benefits provided pursuant to Section 5.01 hereof which are payable pursuant to the terms of the applicable plan or practice, and service credit for benefits under all employee benefit plans of the Company, including, without limitation, the Company's Retirement Plan, Benefit Equalization Plan and Supplemental Executive Retirement Plan referred to in Section 5.01 hereof, upon the same basis as immediately prior to termination and, to the extent that such benefits or service credit for benefits shall not be payable or provided under any such plans to Rhein, his dependents, beneficiaries and estate, by reason of his no longer being an employee of the Company as the result of termination, or any such plan, program or arrangement is discontinued or the benefits thereunder are materially reduced, the Company shall provide Rhein, his dependents, beneficiaries and estate, as appropriate, a benefit or payment which places Rhein, his dependents, beneficiaries and estate in at least as good of an economic position (taking into account the favorable economic, tax and legal characteristics customary for such plans, policies or arrangements) as if the benefit to which such persons were entitled to receive under such plans, programs and arrangements immediately prior to termination had been paid. In the event the Company fails to make such payments when due, then the remaining payments shall become due and payable immediately. Rhein shall be under no obligation to seek other employment, but without otherwise limiting the purposes or effect of this Section 7.04, any amounts payable to Rhein pursuant to Section 7.04(iii) hereof shall be reduced by any amounts which Rhein actually receives from another employer during the twenty-four (24) month period following the date of his termination without Cause, and any benefits payable to Rhein or his dependents pursuant to this Section 7.04 by reason of any "welfare benefit plan" of the Company (as the term "welfare benefit plan" is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) or perquisites shall be reduced to the extent comparable benefits or perquisites (or the cash equivalent thereof) are actually received by Rhein or his dependents from another employer during such period. Notwithstanding any provision in this Section 7.04 to the contrary, all obligations of the Company and Rhein's right to any payment or benefit under this Section 7.04 shall cease upon Rhein's breach of any provision of Section 8 hereof. 7.05 ARBITRATION. In the event that Rhein's employment shall be terminated by the Company during the Period of Employment or the Company shall withhold payments or provision of benefits because Rhein is alleged to be engaged in activities prohibited by Section 8 hereof or for any other reason, Rhein shall have the right, in addition to all other rights and remedies provided by law, at his election either to seek arbitration in the metropolitan area of Cleveland, Ohio, under the Commercial Arbitration Rules of the American Arbitration Association by serving a notice to arbitrate upon the Company or to institute a judicial proceeding, in either case within one hundred and twenty (120) days after having received notice of termination of his employment. 8. NON-COMPETITION, CONFIDENTIAL INFORMATION AND NON-INTERFERENCE 8.01 NON-COMPETITION. During the Period of Employment and the two (2) year period following the termination of his employment (except in the case of a voluntary or 8 11 involuntary termination of employment within one (1) year after a Change in Control), Rhein shall not become an officer, director, joint venturer, employee, consultant or five percent (5%) shareholder (directly or indirectly), or promote or assist (financially or otherwise), any entity which competes with any business in which the Company or any of its affiliates are engaged as of the date of such termination of employment. Rhein understands that the foregoing restrictions may limit his ability to engage in certain business pursuits during the period provided for herein, but acknowledges that he will receive sufficiently higher remuneration and other benefits from the Company hereunder than he would otherwise receive to justify such restriction. Rhein acknowledges that he understands the effect of the provisions of this Section 8(a), and that he has had reasonable time to consider the effect of these provisions, and that he was encouraged to and had an opportunity to consult an attorney with respect to these provisions. 8.02 CONFIDENTIAL INFORMATION. Except for information which is already in the public domain, or which is publicly disclosed by persons other than Rhein, or which is required by law or court order to be disclosed, or information given to Rhein by a third party not bound by any obligation of confidentiality, Rhein shall at all times during and after his employment with the Company hold in strictest confidence any and all confidential information within his knowledge and which is material to the business of the Company (whether acquired prior to or during his employment with the Company) concerning the inventions, products, processes, methods of distribution, customers, services, business, suppliers or trade secrets of the Company, except that Rhein may, in connection with the performance of his duties to the Company, divulge confidential information to the directors, officers, employees and shareholders of the Company and to the advisors, accountants, attorneys or lenders of the Company or such other individuals as deemed prudent in the course of business to carry out the responsibilities and duties of his position, or as required by law. Such confidential information includes, without limitation, financial information, sales information, price lists, marketing data, the identity and lists of actual and potential customers and technical information, all to the extent that such information is not intended by the Company for public dissemination. Rhein also agrees that upon leaving the Company's employ he will not take with him, without the prior written consent of an officer authorized to act in the matter by the Board of Directors of the Company, any Company document, contract, internal financial or management reports, customers list, product list, price list, catalog, employee list, procedures, software, MIS data, drawing, blueprint, specification or other document of the Company, its subsidiaries, affiliates and divisions, which is of a confidential nature relating to the Company, its subsidiaries, affiliates and divisions, or, without limitation, relating to its or their methods of purchase or distribution, or any description of any trade secret, formulae or secret processes. 8.03. NONINTERFERENCE. Rhein shall not, at any time during the Period of Employment or within the two (2) year period after his employment is terminated with the Company (except in the case of a voluntary or involuntary termination of employment within one (1) year after a Change in Control), without the prior written consent of the Company, directly or indirectly, induce or attempt to induce any employee, agent or other 9 12 representative or associate of the Company to terminate his or her employment, representation or other relationship with the Company, or in any way directly or indirectly interfere with any relationship between the Company and its suppliers or customers. 8.04. REMEDY. Rhein acknowledges that Sections 8.01, 8.02 and 8.03 hereof were negotiated at arms length and are required for the fair and reasonable protection of the Company. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of competent jurisdiction, the Company and Rhein intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. Rhein and the Company further acknowledge and agree that a breach of those obligations and agreements will result in irreparable and continuing damage to the Company for which there will be no adequate remedy at law and, therefore, Rhein and the Company agree that in the event of any breach of said obligations and agreements the Company, and its successors and assigns, shall be entitled to injunctive relief and such other and further relief, including monetary damages, as is proper in the circumstances. It is further agreed that the running of the periods provided in Sections 8.01 and 8.03 hereof shall be tolled during any period which Rhein shall be adjudged to have been in violation of any of his obligations under such Sections. 9. WITHHOLDING Anything to the contrary notwithstanding, all payments required to be made by the Company hereunder to Rhein or his estate or beneficiaries, shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation. In lieu of withholding such amounts, the Company may accept other provisions to the end that it has sufficient funds to pay all taxes required by law to be withheld in respect of such payments or any of them. 10. NOTICES All notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be sufficiently given if and when mailed in the continental United States by registered or certified mail or personally delivered to the party entitled thereto at the address stated herein or to such changed address as the addressee may have given by a similar notice: 10 13 To the Company: Pioneer-Standard Electronics, Inc. 6065 Parkland Boulevard Mayfield Heights, Ohio 44124 Attention: Secretary or Assistant Secretary To Rhein: Arthur Rhein 40 Stonehill Lane Moreland Hills, Ohio 44022 11. GENERAL PROVISIONS 11.01 NO SET-OFF OR COUNTER CLAIM. There shall be no right of set-off or counter claim, in respect of any claim, debt or obligation, against payments to Rhein, his dependents, beneficiaries or estate provided for in this Agreement. 11.02 BENEFICIARY. No right or interest to or in any payments shall be assignable by Rhein; provided, however, that this provision shall not preclude him from designating one or more beneficiaries to receive any amount that may be payable after his death and shall not preclude the legal representative of his estate from assigning any right hereunder to the person or persons entitled thereto under his will or, in the case of intestacy, to the person or persons entitled thereto under the laws of intestacy applicable to his estate. The term "beneficiaries" as used in this Agreement shall mean a beneficiary or beneficiaries so designated to receive any such amount or, if no beneficiary has been so designated, the legal representative of Rhein's estate. 11.03 ASSIGNMENT. No right, benefit or interest hereunder, shall be subject to anticipation, alienation, sale, assignment, encumbrance, charge, pledge, hypothecation, or set-off in respect of any claim, debt or obligation, or to execution, attachment, levy or similar process, or assignment by operation of law. Any attempt, voluntary or involuntary, to effect any action specified in the immediately preceding sentence shall, to the full extent permitted by law, be null, void and of no effect. 11.04 LEGAL REPRESENTATIVE. In the event of Rhein's death or a judicial determination of his incompetence, reference in this Agreement to Rhein shall be deemed, where appropriate, to refer to his legal representative or, where appropriate, to his beneficiary or beneficiaries. 11.05 HEADINGS. The titles to sections in this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the title of any section. 11.06 BINDING EFFECT. This Agreement shall be binding upon and shall inure to the benefit of (a) Rhein and, subject to the provisions of Sections 11.02 and 11.03 hereof, his heirs and legal representatives, and (b) the Company and its successors as provided in Section 14 hereof. 11 14 11.07 EXCISE TAX GROSS UP. Rhein shall be entitled to a cash payment (the "Excise Tax Gross-Up Payment") equal to the amount of excise taxes which Rhein is required to pay pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended ("Code"), as a result of any parachute payments as defined in Section 280G(b)(2)made by or on behalf of the Company or any successor thereto, under this Agreement or otherwise, resulting in an "excess parachute payment" as defined in Section 280G(b)(1) of the Code. In addition to the foregoing, the Excise Tax Gross-Up Payment due to Rhein under this Section 11.07 shall be increased by the aggregate of the amount of federal, state and local income and excise taxes for which Rhein will be liable on account of the Excise Tax Gross-Up Payment to be made under this Section 11.07, such that Rhein will receive the Excise Tax Gross-Up Payment net of all income and excise taxes imposed on Rhein on account of the receipt of the Excise Tax Gross-Up Payment. The computation of the Excise Tax Gross-Up Payment shall be determined, at the expense of the Company, by an independent accounting, actuarial or consulting firm selected by the Company. Such Excise Tax Gross-Up Payment shall be made at such time as the Company shall determine, in its sole discretion, but in no event later than the date five (5) business days before the due date, without regard to any extension, for filing Rhein's federal income tax return for the calendar year for which it is determined that excise taxes are payable under Section 4999 of the Code. Notwithstanding the foregoing, there shall be no duplication of payments by the Company under this Section 11.07 in respect of excise taxes under Section 4999 of the Code to the extent the Company is making payments in respect of such excise taxes under any other arrangement with Rhein. In the event that Rhein is ultimately assessed with excise taxes under Section 4999 of the Code which exceed the amount of excise taxes used in computing Rhein's payment under this Section 11.07, the Company or its successor shall indemnify Rhein for such additional excise taxes plus any additional excise taxes, income taxes, interest and penalties resulting from the additional excise taxes and the indemnity hereunder. 12. AMENDMENT OR MODIFICATION; WAIVER No provision of this Agreement may be amended or waived unless such amendment or waiver is authorized by the Board of Directors of the Company or the Compensation Committee thereof and is agreed to in writing, signed by Rhein and by an officer of the Company thereunto duly authorized by either the Board of Directors or the Compensation Committee. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. 13. SEVERABILITY In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, the remaining provisions and portions of this 12 15 Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law. 14. SUCCESSORS TO THE COMPANY Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the Company and any successor of the Company, including, without limitation, any corporation which acquires directly or indirectly all or substantially all of the assets or capital stock of the Company whether by merger, consolidation, sale or otherwise (and such successor shall thereafter be deemed the Company for the purposes of this Agreement), but shall not otherwise be assignable by the Company. 15. OPERATION OF AGREEMENT 15.01 EFFECTIVE DATE. This Agreement is effective April 1, 2000, and shall supersede any prior employment arrangement or agreement, including the 1999 Agreement, which shall be deemed to be terminated and null and void. 15.02 CHANGE IN CONTROL. For the purpose of this Agreement, the term "Change in Control" of the Company shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934 as in effect on the date of this Agreement; provided that, without limitation, such a change in control shall be deemed to have occurred if and when (a) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934), excluding The Pioneer Stock Benefit Trust, any employee benefit plan of the Company, any trust established under any employee benefit plan of the Company, or any trustee of any trust established under any employee benefit plan of the Company, is or becomes a beneficial owner, directly or indirectly, of securities of the Company representing twenty percent (20%) or more of the combined voting power of the Company's then outstanding securities, or (b) during any period of twelve (12) consecutive months, commencing before or after the date of this Agreement, individuals who, at the beginning of such twelve (12) month period were directors of the Company for whom Rhein, as a shareholder, shall have voted, cease for any reason to constitute at least a majority of the Board of Directors of the Company. In addition, a "Change in Control" shall be deemed to have occurred if and at such time that Rhein is not offered the position of Chief Executive Officer of the Company within six (6) months after the termination of James L. Bayman's status as Chief Executive Officer, or, at any time during the one (1) year period following the first day on which Rhein shall hold such title, such title shall be revoked or his duties or obligations shall be materially inconsistent with the duties or obligations of the Chief Executive Officer of the Company, unless such failure to offer or such revocation or assignation is due to Rhein's Disability, death, termination of employment by the Company for Cause or voluntary termination by Rhein without a Good Reason. 13 16 15.03 GOOD REASON. For the purpose of this Agreement, "Good Reason" shall mean the occurrence of: (a) any reduction in Rhein's position, authority or title; (b) any material reduction in Rhein's responsibilities or duties for the Company; (c) any material adverse change or reduction in the aggregate perquisites, benefits and payments to which Rhein is entitled pursuant to Sections 4.02 and 5.01 hereof; (d) any change in Rhein's reporting relationship; (e) any relocation of Rhein's principal place of work with the Company to a location that exceeds by fifty (50) miles the distance from the location of his residence at the time of such relocation of Rhein's principal place of work with the Company to 6065 Parkland Boulevard, Mayfield Heights, Ohio; or (f) the material breach or material default by the Company of any of its agreements or obligations under any provision of this Agreement, unless such breach or default is substantially cured within a reasonable period of time (hereby defined as thirty (30) days) after written notice advising the Company of the acts or omissions constituting such breach or default is actually received by the Company. As used in Section 15.03(c), an "adverse change or material reduction" in the aggregate perquisites, benefits and payments to which Rhein is entitled pursuant to Sections 4.02 and 5.01 shall be deemed to result from any reduction or any series of reductions which, in the aggregate, exceeds five percent (5%) of the value of such perquisites, benefits and payments determined as of the date of this Agreement. If Rhein claims the existence of a Good Reason, he shall give written notice to the Company of the event constituting Good Reason not later than ninety (90) days following the later to occur of the occurrence of the event (e.g., the actual reduction in compensation, the scheduled date of relocation or the date of the breach) constituting Good Reason or his actual knowledge thereof. If the event which Rhein claims to be a Good Reason is not cured within thirty (30) days following the date of such notice, Rhein must resign within ten (10) days following the thirty (30) day cure period in order to invoke his right to resign for Good Reason. If no such timely resignation occurs or no such timely written notices are given, Rhein's right to resign for Good Reason with respect to such event shall be permanently waived. 16. ENFORCEMENT COSTS The Company is aware that upon the occurrence of a Change in Control the Board of Directors or a shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny Rhein the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company that Rhein not be required to incur the expenses associated with the enforcement of his rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Rhein hereunder, nor be bound to negotiate any settlement of his rights hereunder under threat of incurring such expenses. Accordingly, if following a Change in Control it should appear to Rhein that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation or other legal action 14 17 designed to deny, diminish or to recover from, Rhein, the benefits intended to be provided to Rhein hereunder, and that Rhein has complied with all of his obligations under this Agreement, the Company irrevocably authorizes Rhein from time to time to retain counsel of his choice at the expense of the Company as provided in this Section 16, to represent Rhein in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer, shareholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Rhein entering into an attorney-client relationship with such counsel, and in that connection the Company and Rhein agree that a confidential relationship shall exist between Rhein and such counsel. The reasonable fees and expenses of counsel selected from time to time by Rhein as herein provided shall be paid or reimbursed to Rhein by the Company on a regular, periodic basis upon presentation by Rhein of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum aggregate amount of $500,000. 15 18 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. ATTEST: PIONEER-STANDARD ELECTRONICS, INC. /s/ Nancy E. Hoyt By /s/ James L. Bayman - ------------------------------ --------------------------------------- James L. Bayman, Chairman and Chief Executive Officer ATTEST: /s/ Nancy E. Hoyt /s/ Arthur Rhein - ------------------------------ --------------------------------------- Arthur Rhein 16 EX-10.3 4 l84530aex10-3.txt EXHIBIT 10.3 - EMPL. AGREE.: PIONEER & BILLICK 1 Exhibit 10.3 EXECUTION COPY -------------- EMPLOYMENT AGREEMENT BETWEEN PIONEER-STANDARD ELECTRONICS, INC. AND STEVEN M. BILLICK April 26, 2000 2 TABLE OF CONTENTS -----------------

Page ---- Employment........................................................................................................1 Period of Employment..............................................................................................1 Position, Duties, Responsibilities................................................................................1 Compensation, Compensation Plans, Perquisites....................................................................2 Employee Benefit Plans............................................................................................3 Effect of Death or Disability.....................................................................................4 Termination.......................................................................................................4 General..................................................................................................4 Change in Control........................................................................................5 For Cause or Voluntary Termination Without a Good Reason.................................................6 Without Cause or Voluntary Termination for a Good Reason.................................................7 Arbitration..............................................................................................8 Non-Competition, Confidential Information and Non-Interference....................................................9 Withholding......................................................................................................10 Notices..........................................................................................................10 General Provisions...............................................................................................11 Amendment or Modification; Waiver................................................................................12 Severability.....................................................................................................13 Successors to the Company........................................................................................13 Operation of Agreement...........................................................................................13 Enforcement Costs................................................................................................14

3 EMPLOYMENT AGREEMENT -------------------- EMPLOYMENT AGREEMENT between PIONEER-STANDARD ELECTRONICS, INC., an Ohio corporation (the "Company"), and STEVEN M. BILLICK ("Billick"), dated April 26, 2000, effective April 24, 2000. W I T N E S S E T H: WHEREAS, The Company desires to retain the services of Billick as Senior Vice President and Chief Financial Officer, and Billick desires to render his services to the Company in such capacities; WHEREAS, The Company and Billick desire to set forth their mutual understanding regarding the terms of Billick's employment with the Company; WHEREAS, The Company deems this Agreement necessary at the present time to meet the need to retain strong management. NOW, THEREFORE, it is hereby agreed by and between the Company and Billick as follows: 1. Employment ---------- The Company hereby agrees to employ Billick, and Billick hereby agrees to remain in the employ of the Company, for the period set forth in Section 2 hereof (the "Period of Employment"), in the position and with the duties and responsibilities set forth in Section 3 hereof, and upon the other terms and conditions hereinafter stated. 2. Period of Employment -------------------- For purposes of this Agreement, the Period of Employment, subject only to the provisions of Section 6 hereof, shall continue for a one-year period from the effective date hereof and thereafter on a year-to-year basis (i) subject to termination of this Agreement by the Company effective as of the next anniversary of the effective date hereof following written notice of termination, which notice must be given to Billick no later than February 1 of the Company's then current fiscal year, or (ii) until the earlier termination of employment as set forth in Section 7 hereof. 3. Position, Duties, Responsibilities ---------------------------------- 3.01 SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER. During the Period of Employment, Billick shall serve as Senior Vice President and Chief Financial Officer of the Company reporting to the Chief Executive Officer of the Company and shall have the authority, power, and duties with regard to his position as may from time to time be assigned by the Chief Executive Officer or the Board of Directors of the Company. 1 4 3.02 ATTENTION TO DUTIES. Throughout the Period of Employment, Billick shall devote his full time and undivided attention during normal business hours to the business and affairs of the Company, except for reasonable vacations afforded the Company's executive officers and except for illness or incapacity, but nothing in this Agreement shall preclude Billick from devoting reasonable time required for serving as a director or member of an advisory committee of any organization involving no conflict of interest with the interests of the Company, from engaging in charitable and community activities, and from managing his personal affairs, provided that such activities do not materially interfere with the regular performance of his duties and responsibilities under this Agreement. 3.03 OFFICE. Throughout the Period of Employment, Billick's office shall be located at the corporate offices of the Company, and Billick shall not be required to locate his office elsewhere without his prior written consent, nor shall he be required to be absent therefrom on travel status or otherwise more than a total of sixty (60) days in any calendar year nor more than fifteen (15) consecutive days at any one time. 4. Compensation, Compensation Plans, Perquisites --------------------------------------------- 4.01 Compensation. ------------ (a) For all services rendered by Billick in any capacity during the Period of Employment, including, without limitation, services as an executive officer, director or member of any committee of the Company or of any subsidiary, division or affiliate thereof, Billick shall be entitled as compensation to the following: (i) A base salary, payable not less often than monthly, at the rate of $25,000.00 per month, with such increases in such rate as may be awarded from time to time by the Board of Directors of the Company or the Compensation Committee, as applicable; (ii) Participation in the Company's 2000 Annual Incentive Plan (the "Annual Incentive Plan") in accordance with the provisions of such plan as in effect as of the date of this Agreement and as may be amended from time to time, conditioned upon and subject to Billick's prior written consent to any such amendment as shall apply to him. (b) Any increase in salary, incentive compensation or other form of compensation shall in no way diminish any other obligation of the Company under this Agreement, unless specifically agreed to in writing by Billick. 4.02 PERQUISITES. During the Period of Employment, Billick shall be entitled to perquisites, including without limitation, an office, secretarial staff and clerical staff, and 2 5 to fringe benefits comparable to those enjoyed by the elected executive officers of the Company, as well as to reimbursement, upon proper accounting, of reasonable business expenses and disbursements incurred by him in the course of his duties. 5. EMPLOYEE BENEFIT PLANS ---------------------- 5.01 BENEFIT PLANS. Billick, his dependents, beneficiaries and estate shall be entitled to all payments and benefits and service credit for benefits during the Period of Employment to which executive officers of the Company, their dependents and beneficiaries are entitled as the result of the employment of such executive officers during the Period of Employment under the terms of employee plans and practices of the Company, including, without limitation, the Company's Retirement Plan, its Benefit Equalization Plan, its Supplemental Executive Retirement Plan, its group life insurance plan, its accidental death and dismemberment insurance, its disability, medical and health and welfare plans, any key person individual life and disability policies, automobile expense reimbursement, club membership fees and dues, and other present or equivalent successor plans and practices of the Company, its subsidiaries and divisions, for which other executive officers, their dependents and beneficiaries are eligible, and to all payments or other benefits under any such plan or practice after the Period of Employment as a result of participation in such plan or practice during the Period of Employment. 5.02 STOCK PLANS. Billick shall be eligible to participate in the Company's 1991 Stock Option Plan and 2000 Stock Incentive Plan (which, together with any successor stock option plan or plans as may be in effect from time to time, are referred to herein as the "Option Plan"); provided, however, that the grant of any stock options ("Options") under any Option Plan shall be at the sole discretion of the Compensation Committee of the Board of Directors of the Company. The Company may from time to time grant Billick stock options at an option price equal to the fair market value of the Company's Common Shares at the date of grant. The terms and conditions of exercise of Options shall be as is set forth in Billick's Stock Option Agreements (the "Option Agreements") with the Company; provided, however, that in the event of a Change in Control as defined in Section 15.02 hereof, then notwithstanding the provisions of said Option Agreements, all options (including those granted to him under the 1991 Stock Option Plan and the 2000 Stock Incentive Plan) shall immediately be 100% vested and Billick shall have the immediate right of exercise with respect to all Options and the underlying Common Shares covered by said Option Agreements. In the event that Billick is discharged or resigns his employment during the one (1) year period following a Change in Control as defined in Section 15.02 hereof, Billick shall have the period of one (1) year after the date of such termination or resignation (or such longer period as may be specified in the Option Agreement) or the remainder of the term of such Options, whichever is shorter, to exercise his Options, and any such exercise shall be irrevocable. 3 6 6. Effect of Death or Disability ----------------------------- 6.01 DEATH. In the event of the death of Billick during the Period of Employment, the Period of Employment shall be deemed to have ended as of the close of business on the last day of the month in which death shall have occurred, and his legal representative shall be entitled to (i) the compensation provided for in Section 4.01(a)(i) hereof for the month in which death shall take place at the rate being paid at the time of death, (ii) an incentive cash bonus amount equal to his earned incentive cash bonus under the Annual Incentive Plan for the immediately preceding fiscal year, pro rated through the last date of the Period of Employment, and (iii) any benefits provided pursuant to Section 5.01 hereof which are payable pursuant to the terms of the applicable plan or practice. 6.02 Disability. ---------- (a) The term "Disability," as used in this Agreement, shall mean an illness or accident which prevents Billick from performing his duties under this Agreement for a period of six (6) consecutive months. The Period of Employment shall be deemed to have ended as of the close of business on the last day of such six (6) month period but without prejudice to any payments due Billick during such six (6) month period or pursuant to any disability plan or disability insurance policy. (b) In the event of the Disability of Billick during the Period of Employment, Billick shall be entitled to (i) the compensation provided for in Section 4.01(a)(i) hereof at the rate being paid at the time of the commencement of Disability, for the period of such Disability but not in excess of six (6) months, (ii) an incentive cash bonus equal to his earned incentive cash bonus under the Annual Incentive Plan for the immediately preceding fiscal year, pro rated through the last date of the Period of Employment, and (iii) any benefits provided pursuant to Section 5.01 hereof which are payable pursuant to the terms of the applicable plan or practice, except that Billick shall not be subject to the payment cap provided for by the Company's short-term disability plan. (c) The amount of any payments due under this Section 6.02 shall be reduced by any payments which Billick may be paid for the same period under any disability plan of the Company or of any subsidiary or affiliate thereof. 7. Termination ----------- 7.01 GENERAL. The Company may terminate Billick's employment with or without Cause, and Billick may voluntarily terminate his employment, at any time during the Period of Employment, subject to the provisions of this Section 7. The termination of this Agreement by the Company pursuant to Section 2(i) hereof (other than any such termination prior to or as of the initial anniversary hereof) shall be deemed to be a termination of employment without Cause as set forth in Section 7.04 hereof. In the event that this Agreement is to be terminated pursuant to Section 2(i) hereof, upon receipt of the notice of termination Billick shall have the option of either leaving the Company at 4 7 any time prior to the March 31 effective date of the termination of this Agreement or continuing his employment until such effective date, and in either event Billick shall be entitled to receive all of the payments and benefits as provided in Section 7.04 hereof; provided, however, that in the event Billick elects to continue his employment with the Company subsequent to the March 31 effective date of the termination of this Agreement, for a period of three (3) months thereafter Billick shall have the right to terminate his employment with the Company and any such termination shall be deemed to be a termination of employment without Cause as set forth above. 7.02 CHANGE IN CONTROL. If, during the one (1) year period following a Change in Control of the Company as defined in Section 15.02 hereof, Billick is discharged or voluntarily resigns his employment, there shall be paid or provided to Billick, his dependents, beneficiaries and estate, as liquidated damages or severance pay, or both, the following: (a) The compensation provided for in Section 4.01(a)(i) hereof for the month in which termination shall have occurred at the rate being paid at the time of termination; plus (b) If such discharge or resignation shall occur prior to April 1, 2001, an amount equal to twelve (12) times his monthly base salary then in effect plus $100,000; or (c) If such discharge or resignation shall occur after April 1, 2001: (i) An incentive cash bonus calculated based upon his earned incentive cash bonus under the Annual Incentive Plan for the immediately preceding fiscal year, pro rated for the then current fiscal year through his date of termination; plus (ii) An amount equal to twelve (12) times his monthly base salary in effect as of such discharge or resignation; plus (iii) An amount equal to his earned incentive cash bonus under the Annual Incentive Plan for the immediately preceding fiscal year. Such amounts shall be paid to Billick in one payment immediately upon his termination of employment. (d) For the one (1) year period following the date of his termination of employment, Billick, his dependents, beneficiaries and estate, shall continue to be entitled to all benefits provided pursuant to Section 5.01 hereof which are payable pursuant to the terms of the applicable plan or practice, and service credit for benefits under all employee benefit plans of the Company, including, without limitation, the Company's Retirement Plan, Supplemental Executive Retirement Plan and Benefit Equalization 5 8 Plan referred to in Section 5.01 hereof, upon the same basis as immediately prior to termination and, to the extent that such benefits or service credit for benefits shall not be payable or provided under any such plans to Billick, his dependents, beneficiaries and estate, by reason of his no longer being an employee of the Company as the result of termination, or any such plan, program or arrangement is discontinued or the benefits thereunder are materially reduced, the Company shall provide Billick, his dependents, beneficiaries and estate, as appropriate, a benefit or payment which places Billick, his dependents, beneficiaries and estate in at least as good of an economic position (taking into account the favorable economic tax and legal characteristics customary for such plans, policies or arrangements) as if the benefit to which such persons were entitled to receive under such plans, programs and arrangements immediately prior to termination had been paid. Any termination of Billick's employment which either is (x) a termination by the Company other than for Cause or (y) a voluntary resignation by Billick after the occurrence of an event which would constitute Good Reason under Section 15.03 hereof, which termination or resignation occurs within the period commencing on the commencement date of a tender offer for the Company's Common Shares, the execution of a letter of intent or the execution of a definitive agreement which, in each case, could reasonably be expected to lead to a Change in Control as defined in Section 15.02 hereof, and ending on either (A) the date of the Change in Control resulting from such tender offer or the consummation of the transaction contemplated by such letter of intent or such definitive agreement, as the case may be, or (B) the date as of which the Board of Directors determines in good faith that such tender offer has been withdrawn or has reached a final conclusion not resulting in a Change in Control or the transaction contemplated by such letter of intent or such definitive agreement is not to be consummated or if consummated, will not lead to a Change in Control, as the case may be, shall be deemed to be a termination under this Section 7.02. An election by Billick to terminate his employment under the provisions of this Section 7.02 shall not be deemed a voluntary termination of employment by Billick under Section 7.03 hereof. Further, an election by Billick to terminate his employment under the provisions of subsection (y) of this Section 7.02 shall not be deemed to be a voluntary termination of employment for a Good Reason under Section 7.04 hereof. 7.03 FOR CAUSE OR VOLUNTARY TERMINATION WITHOUT A GOOD REASON. For the purpose of any provision of this Agreement, the termination of Billick's employment shall be deemed to have been for Cause only if: (a) termination of his employment shall have been the result of Billick's conviction of any of the following offenses, provided that such offense results in material economic harm to the Company or has a materially adverse effect on the Company's operations, property or business 6 9 relationships: (i) misappropriation of money or other property of the Company or (ii) any felony; (b) there has been a breach by Billick during the Period of Employment of the provisions of Section 3.03 hereof relating to devotion of full time to the affairs of the Company or any provision of Section 8 hereof, and such breach results in demonstrable significant injury to the Company, and with respect to any alleged breach of Section 3.03 hereof, Billick shall have failed to remedy such breach within thirty (30) days after his receipt of written notice from the Company; or (c) there has been a substantial and continued failure or refusal to perform under this Agreement which Billick shall have failed to remedy within thirty (30) days after his receipt of written notice from the Company. If Billick's employment is terminated by the Company for Cause, or if Billick shall voluntarily terminate his employment with the Company without a Good Reason as defined in Section 15.03 hereof, Billick shall be entitled to the compensation provided for in Section 4.01(a)(i) hereof through the date of such termination. Billick shall not be entitled to any additional compensation or benefits (except for any vested benefits), and shall continue to be bound by the provisions of Section 8 hereof. 7.04 WITHOUT CAUSE OR VOLUNTARY TERMINATION FOR A GOOD REASON. Subject to compliance by Billick with the provisions of Section 8 hereof, if the Company shall terminate Billick's employment without Cause or if Billick shall voluntarily terminate his employment for a Good Reason as defined in Section 15.03 hereof, there shall be paid or provided to Billick, his dependents, beneficiaries and estate, as liquidated damages or severance pay, or both: (a) The compensation provided for in Section 4.01(a)(i) hereof for the month in which termination shall have occurred at the rate being paid at the time of such termination; PLUS (b) If such termination shall occur prior to April 1, 2001, an amount equal to twelve (12) times his monthly base salary then in effect plus $100,000; or (c) If such termination shall occur after April 1, 2001: (i) an incentive cash bonus calculated based upon his earned incentive cash bonus under the Annual Incentive Plan for the immediately preceding fiscal year, pro rated for the then current fiscal year through his date of termination; and (ii) the amount (the "Payment Amount") per month equal to 1/12th of (A) twelve (12) times his monthly base salary at the rate being paid at the time of termination PLUS (B) an amount equal to his earned 7 10 incentive cash bonus under the Annual Incentive Plan for the immediately preceding completed fiscal year. Such Payment Amount shall be paid to Billick or, in case of his prior death, to his legal representative or estate, in monthly installments at the end of each month commencing with the month next following that in which such termination shall have occurred, and continuing for a period of twelve (12) months. Billick, his dependents, beneficiaries and estate shall also receive, for the twelve (12) month period following such termination, all benefits provided pursuant to Section 5.01 hereof which are payable pursuant to the terms of the applicable plan or practice, and service credit for benefits under all employee benefit plans of the Company, including, without limitation, the Company's Retirement Plan, Benefit Equalization Plan and Supplemental Executive Retirement Plan referred to in Section 5.01 hereof, upon the same basis as immediately prior to termination and, to the extent that such benefits or service credit for benefits shall not be payable or provided under any such plans to Billick, his dependents, beneficiaries and estate, by reason of his no longer being an employee of the Company as the result of termination, or any such plan, program or arrangement is discontinued or the benefits thereunder are materially reduced, the Company shall provide Billick, his dependents, beneficiaries and estate, as appropriate, a benefit or payment which places Billick, his dependents, beneficiaries and estate in at least as good of an economic position (taking into account the favorable economic, tax and legal characteristics customary for such plans, policies or arrangements) as if the benefit to which such persons were entitled to receive under such plans, programs and arrangements immediately prior to termination had been paid. In the event the Company fails to make such payments when due, then the remaining payments shall become due and payable immediately. Billick shall be under no obligation to seek other employment, but without otherwise limiting the purposes or effect of this Section 7.04, any amounts payable to Billick pursuant to Section 7.04(iii) hereof shall be reduced by any amounts which Billick actually receives from another employer during the twelve (12) month period following the date of his termination without Cause, and any benefits payable to Billick or his dependents pursuant to this Section 7.04 by reason of any "welfare benefit plan" of the Company (as the term "welfare benefit plan" is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) or perquisites shall be reduced to the extent comparable benefits or perquisites (or the cash equivalent thereof) are actually received by Billick or his dependents from another employer during such period. Notwithstanding any provision in this Section 7.04 to the contrary, all obligations of the Company and Billick's right to any payment or benefit under this Section 7.04 shall cease upon Billick's breach of any provision of Section 8 hereof. 7.05 ARBITRATION. In the event that Billick's employment shall be terminated by the Company during the Period of Employment or the Company shall withhold payments or provision of benefits because Billick is alleged to be engaged in activities prohibited by Section 8 hereof or for any other reason, Billick shall have the right, in addition to all other rights and remedies provided by law, at his election either to seek arbitration in the metropolitan area of Cleveland, Ohio, under the Commercial Arbitration Rules of the American Arbitration Association by serving a notice to arbitrate upon the Company or 8 11 to institute a judicial proceeding, in either case within one hundred and twenty (120) days after having received notice of termination of his employment. 8. Non-Competition, Confidential Information and Non-Interference -------------------------------------------------------------- 8.01 NON-COMPETITION. During the Period of Employment and the two (2) year period following the termination of his employment (except in the case of a voluntary or involuntary termination of employment within one (1) year after a Change in Control), Billick shall not become an officer, director, joint venturer, employee, consultant or five percent (5%) shareholder (directly or indirectly), or promote or assist (financially or otherwise), any entity which competes with any business in which the Company or any of its affiliates are engaged as of the date of such termination of employment. Billick understands that the foregoing restrictions may limit his ability to engage in certain business pursuits during the period provided for herein, but acknowledges that he will receive sufficiently higher remuneration and other benefits from the Company hereunder than he would otherwise receive to justify such restriction. Billick acknowledges that he understands the effect of the provisions of this Section 8(a), and that he has had reasonable time to consider the effect of these provisions, and that he was encouraged to and had an opportunity to consult an attorney with respect to these provisions. 8.02 CONFIDENTIAL INFORMATION. Except for information which is already in the public domain, or which is publicly disclosed by persons other than Billick, or which is required by law or court order to be disclosed, or information given to Billick by a third party not bound by any obligation of confidentiality, Billick shall at all times during and after his employment with the Company hold in strictest confidence any and all confidential information within his knowledge and which is material to the business of the Company (whether acquired prior to or during his employment with the Company) concerning the inventions, products, processes, methods of distribution, customers, services, business, suppliers or trade secrets of the Company, except that Billick may, in connection with the performance of his duties to the Company, divulge confidential information to the directors, officers, employees and shareholders of the Company and to the advisors, accountants, attorneys or lenders of the Company or such other individuals as deemed prudent in the course of business to carry out the responsibilities and duties of his position, or as required by law. Such confidential information includes, without limitation, financial information, sales information, price lists, marketing data, the identity and lists of actual and potential customers and technical information, all to the extent that such information is not intended by the Company for public dissemination. Billick also agrees that upon leaving the Company's employ he will not take with him, without the prior written consent of an officer authorized to act in the matter by the Board of Directors of the Company, any Company document, contract, internal financial or management reports, customers list, product list, price list, catalog, employee list, procedures, software, MIS data, drawing, blueprint, specification or other document of the Company, its subsidiaries, affiliates and divisions, which is of a confidential nature relating to the Company, its subsidiaries, affiliates and divisions, or, without limitation, 9 12 relating to its or their methods of purchase or distribution, or any description of any trade secret, formulae or secret processes. 8.03. NONINTERFERENCE. Billick shall not, at any time during the Period of Employment or within the two (2) year period after his employment is terminated with the Company (except in the case of a voluntary or involuntary termination of employment within one (1) year after a Change in Control), without the prior written consent of the Company, directly or indirectly, induce or attempt to induce any employee, agent or other representative or associate of the Company to terminate his or her employment, representation or other relationship with the Company, or in any way directly or indirectly interfere with any relationship between the Company and its suppliers or customers. 8.04. REMEDY. Billick acknowledges that Sections 8.01, 8.02 and 8.03 hereof were negotiated at arms length and are required for the fair and reasonable protection of the Company. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a court of competent jurisdiction, the Company and Billick intend for such restrictions to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced. Billick and the Company further acknowledge and agree that a breach of those obligations and agreements will result in irreparable and continuing damage to the Company for which there will be no adequate remedy at law and, therefore, Billick and the Company agree that in the event of any breach of said obligations and agreements the Company, and its successors and assigns, shall be entitled to injunctive relief and such other and further relief, including monetary damages, as is proper in the circumstances. It is further agreed that the running of the periods provided in Sections 8.01 and 8.03 hereof shall be tolled during any period which Billick shall be adjudged to have been in violation of any of his obligations under such Sections. 9. Withholding ----------- Anything to the contrary notwithstanding, all payments required to be made by the Company hereunder to Billick or his estate or beneficiaries, shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation. In lieu of withholding such amounts, the Company may accept other provisions to the end that it has sufficient funds to pay all taxes required by law to be withheld in respect of such payments or any of them. 10. Notices ------- All notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be sufficiently given if and when mailed in the continental United States by registered or certified mail or personally delivered to the party entitled thereto at the address stated herein or to such changed address as the addressee may have given by a similar notice: 10 13 To the Company: Pioneer-Standard Electronics, Inc. 6065 Parkland Boulevard Mayfield Heights, Ohio 44124 Attention: Secretary or Assistant Secretary To Billick: Steven M. Billick 17281 Buckthorn Drive Chagrin Falls, Ohio 44023-1412 11. General Provisions ------------------ 11.01 NO SET-OFF OR COUNTER CLAIM. There shall be no right of set-off or counter claim, in respect of any claim, debt or obligation, against payments to Billick, his dependents, beneficiaries or estate provided for in this Agreement. 11.02 BENEFICIARY. No right or interest to or in any payments shall be assignable by Billick; provided, however, that this provision shall not preclude him from designating one or more beneficiaries to receive any amount that may be payable after his death and shall not preclude the legal representative of his estate from assigning any right hereunder to the person or persons entitled thereto under his will or, in the case of intestacy, to the person or persons entitled thereto under the laws of intestacy applicable to his estate. The term "beneficiaries" as used in this Agreement shall mean a beneficiary or beneficiaries so designated to receive any such amount or, if no beneficiary has been so designated, the legal representative of Billick's estate. 11.03 ASSIGNMENT. No right, benefit or interest hereunder, shall be subject to anticipation, alienation, sale, assignment, encumbrance, charge, pledge, hypothecation, or set-off in respect of any claim, debt or obligation, or to execution, attachment, levy or similar process, or assignment by operation of law. Any attempt, voluntary or involuntary, to effect any action specified in the immediately preceding sentence shall, to the full extent permitted by law, be null, void and of no effect. 11.04 LEGAL REPRESENTATIVE. In the event of Billick's death or a judicial determination of his incompetence, reference in this Agreement to Billick shall be deemed, where appropriate, to refer to his legal representative or, where appropriate, to his beneficiary or beneficiaries. 11.05 HEADINGS. The titles to sections in this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the title of any section. 11.06 BINDING EFFECT. This Agreement shall be binding upon and shall inure to the benefit of (a) Billick and, subject to the provisions of Sections 11.02 and 11.03 hereof, 11 14 his heirs and legal representatives, and (b) the Company and its successors as provided in Section 14 hereof. 11.07 EXCISE TAX GROSS UP. Billick shall be entitled to a cash payment (the "Excise Tax Gross-Up Payment") equal to the amount of excise taxes which Billick is required to pay pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended ("Code"), as a result of any parachute payments as defined in Section 280G(b)(2)made by or on behalf of the Company or any successor thereto, under this Agreement or otherwise, resulting in an "excess parachute payment" as defined in Section 280G(b)(1) of the Code. In addition to the foregoing, the Excise Tax Gross-Up Payment due to Billick under this Section 11.07 shall be increased by the aggregate of the amount of federal, state and local income and excise taxes for which Billick will be liable on account of the Excise Tax Gross-Up Payment to be made under this Section 11.07, such that Billick will receive the Excise Tax Gross-Up Payment net of all income and excise taxes imposed on Billick on account of the receipt of the Excise Tax Gross-Up Payment. The computation of the Excise Tax Gross-Up Payment shall be determined, at the expense of the Company, by an independent accounting, actuarial or consulting firm selected by the Company. Such Excise Tax Gross-Up Payment shall be made at such time as the Company shall determine, in its sole discretion, but in no event later than the date five (5) business days before the due date, without regard to any extension, for filing Billick's federal income tax return for the calendar year for which it is determined that excise taxes are payable under Section 4999 of the Code. Notwithstanding the foregoing, there shall be no duplication of payments by the Company under this Section 11.07 in respect of excise taxes under Section 4999 of the Code to the extent the Company is making payments in respect of such excise taxes under any other arrangement with Billick. In the event that Billick is ultimately assessed with excise taxes under Section 4999 of the Code which exceed the amount of excise taxes used in computing Billick's payment under this Section 11.07, the Company or its successor shall indemnify Billick for such additional excise taxes plus any additional excise taxes, income taxes, interest and penalties resulting from the additional excise taxes and the indemnity hereunder. 12. Amendment or Modification; Waiver --------------------------------- No provision of this Agreement may be amended or waived unless such amendment or waiver is authorized by the Board of Directors of the Company or the Compensation Committee thereof and is agreed to in writing, signed by Billick and by an officer of the Company thereunto duly authorized by either the Board of Directors or the Compensation Committee. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. 12 15 13. Severability ------------ In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, the remaining provisions and portions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law. 14. Successors to the Company ------------------------- Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the Company and any successor of the Company, including, without limitation, any corporation which acquires directly or indirectly all or substantially all of the assets or capital stock of the Company whether by merger, consolidation, sale or otherwise (and such successor shall thereafter be deemed the Company for the purposes of this Agreement), but shall not otherwise be assignable by the Company. 15. Operation of Agreement ---------------------- 15.01 EFFECTIVE DATE. This Agreement is effective April 24, 2000. 15.02 CHANGE IN CONTROL. For the purpose of this Agreement, the term "Change in Control" of the Company shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934 as in effect on the date of this Agreement; provided that, without limitation, such a change in control shall be deemed to have occurred if and when (a) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934), excluding The Pioneer Stock Benefit Trust, any employee benefit plan of the Company, any trust established under any employee benefit plan of the Company, or any trustee of any trust established under any employee benefit plan of the Company, is or becomes a beneficial owner, directly or indirectly, of securities of the Company representing twenty percent (20%) or more of the combined voting power of the Company's then outstanding securities, or (b) during any period of twelve (12) consecutive months, commencing before or after the date of this Agreement, individuals who, at the beginning of such twelve (12) month period were directors of the Company for whom Billick, as a shareholder, shall have voted, cease for any reason to constitute at least a majority of the Board of Directors of the Company. 15.03 GOOD REASON. For the purpose of this Agreement, "Good Reason" shall mean the occurrence of: (a) any reduction in Billick's position, authority or title; (b) any material reduction in Billick's responsibilities or duties for the Company; (c) any material adverse change or reduction in the aggregate perquisites, benefits and payments to which Billick is entitled pursuant to Sections 4.02 and 5.01 hereof; (d) any relocation of Billick's principal place of work with the Company to a location that exceeds by fifty (50) miles the distance from the location of his residence at the time of such relocation of Billick's principal place of work with the Company to 6065 Parkland Boulevard, Mayfield 13 16 Heights, Ohio; or (e) the material breach or material default by the Company of any of its agreements or obligations under any provision of this Agreement, unless such breach or default is substantially cured within a reasonable period of time (hereby defined as thirty (30) days) after written notice advising the Company of the acts or omissions constituting such breach or default is actually received by the Company. As used in Section 15.03(c), an "adverse change or material reduction" in the aggregate perquisites, benefits and payments to which Billick is entitled pursuant to Sections 4.02 and 5.01 shall be deemed to result from any reduction or any series of reductions which, in the aggregate, exceeds five percent (5%) of the value of such perquisites, benefits and payments determined as of the date of this Agreement. If Billick claims the existence of a Good Reason, he shall give written notice to the Company of the event constituting Good Reason not later than ninety (90) days following the later to occur of the occurrence of the event (e.g., the actual reduction in compensation, the scheduled date of relocation or the date of the breach) constituting Good Reason or his actual knowledge thereof. If the event which Billick claims to be a Good Reason is not cured within thirty (30) days following the date of such notice, Billick must resign within ten (10) days following the thirty (30) day cure period in order to invoke his right to resign for Good Reason. If no such timely resignation occurs or no such timely written notices are given, Billick's right to resign for Good Reason with respect to such event shall be permanently waived. 16. Enforcement Costs ----------------- The Company is aware that upon the occurrence of a Change in Control the Board of Directors or a shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny Billick the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company that Billick not be required to incur the expenses associated with the enforcement of his rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Billick hereunder, nor be bound to negotiate any settlement of his rights hereunder under threat of incurring such expenses. Accordingly, if following a Change in Control it should appear to Billick that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation or other legal action designed to deny, diminish or to recover from, Billick, the benefits intended to be provided to Billick hereunder, and that Billick has complied with all of his obligations under this Agreement, the Company irrevocably authorizes Billick from time to time to retain counsel of his choice at the expense of the Company as provided in this Section 16, to represent Billick in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer, shareholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Billick entering into an attorney-client relationship with 14 17 such counsel, and in that connection the Company and Billick agree that a confidential relationship shall exist between Billick and such counsel. The reasonable fees and expenses of counsel selected from time to time by Billick as herein provided shall be paid or reimbursed to Billick by the Company on a regular, periodic basis upon presentation by Billick of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum aggregate amount of $500,000. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. ATTEST: PIONEER-STANDARD ELECTRONICS, INC. /s/ Nancy E. Hoyt /s/ James L. Bayman - --------------------- -------------------------------- James L. Bayman, Chairman and Chief Executive Officer ATTEST: /s/ Nancy E. Hoyt /s/ Steven M. Billick - --------------------- ------------------------------------- Steven M. Billick 15 EX-10.4 5 l84530aex10-4.txt EXHIBIT 10.4 - FIVE YEAR CREDIT AGREEMENT 1 Exhibit 10.4 FIVE-YEAR CREDIT AGREEMENT DATED AS OF SEPTEMBER 15, 2000 AMONG PIONEER-STANDARD ELECTRONICS, INC., THE FOREIGN SUBSIDIARY BORROWERS, THE LENDERS, AND BANK ONE, MICHIGAN AS AGENT BANC ONE CAPITAL MARKETS, INC. AS LEAD ARRANGER AND SOLE BOOK RUNNER, KEYBANK NATIONAL ASSOCIATION, AS SYNDICATION AGENT, AND ABN AMRO BANK N.V., AS DOCUMENTATION AGENT 2 TABLE OF CONTENTS

ARTICLE I DEFINITIONS.............................................................................................. 1 ARTICLE II. THE CREDITS..............................................................................................15 2.1. Commitment...........................................................................................15 2.2. Required Payments; Termination.......................................................................16 2.3. Ratable Loans........................................................................................16 2.4. Types of Advances....................................................................................16 2.5. Swing Line Loans.....................................................................................16 2.6. Facility Fee; Reductions and Increases in Aggregate Commitment.......................................17 2.7. Minimum Amount of Each Advance.......................................................................18 2.8. Optional Principal Payments..........................................................................19 2.9. Method of Selecting Types and Interest Periods for New Advances......................................19 2.10. Conversion and Continuation of Outstanding Advances..................................................19 2.11. Changes in Interest Rate, etc........................................................................20 2.12. Rates Applicable After Default.......................................................................20 2.13. Method of Payment....................................................................................20 2.14. Noteless Agreement; Evidence of Indebtedness.........................................................21 2.15. Telephonic Notices...................................................................................22 2.16. Interest Payment Dates; Interest and Fee Basis.......................................................22 2.17. Notification of Advances, Interest Rates, Prepayments and Commitment Reductions......................22 2.18. Lending Installations................................................................................22 2.19. Non-Receipt of Funds by the Agent....................................................................22 2.20. Facility LCs.........................................................................................23 2.20.1. Issuance.............................................................................................23 2.20.2. Participations.......................................................................................23 2.20.3. Notice...............................................................................................23 2.20.4. Fees.................................................................................................23 2.20.5. Administration; Reimbursement by Lenders.............................................................24 2.20.6. Reimbursement........................................................................................24 2.20.7. Obligations Absolute.................................................................................25 2.20.8. Actions of LC Issuer.................................................................................25 2.20.09. Indemnification......................................................................................25 2.20.10. Lenders' Indemnification.............................................................................26 2.20.11. Facility LC Collateral Account.......................................................................26 2.20.12. Rights as a Lender...................................................................................26 2.21. Extension of Facility Termination Date...............................................................26 2.22. Replacement of Lender................................................................................27 2.23. Judgment Currency....................................................................................27 ARTICLE III. YIELD PROTECTION; TAXES.................................................................................28 3.1. Yield Protection.....................................................................................28 3.2. Changes in Capital Adequacy Regulations..............................................................29 3.3. Availability of Types of Advances....................................................................29

i 3

3.4. Funding Indemnification..............................................................................29 3.5. Taxes................................................................................................30 3.6. Lender Statements; Survival of Indemnity.............................................................31 ARTICLE IV. CONDITIONS PRECEDENT.....................................................................................31 4.1. Initial Credit Extension.............................................................................32 4.2. Each Credit Extension................................................................................32 ARTICLE V. REPRESENTATIONS AND WARRANTIES............................................................................33 5.1. Existence and Standing...............................................................................33 5.2. Authorization and Validity...........................................................................33 5.3. No Conflict; Government Consent......................................................................33 5.4. Financial Statements.................................................................................34 5.5. Material Adverse Change..............................................................................34 5.6. Taxes................................................................................................34 5.7. Litigation and Contingent Obligations................................................................34 5.8. Subsidiaries.........................................................................................34 5.9. ERISA............................................................................................... 34 5.10. Accuracy of Information..............................................................................35 5.11. Regulations T, U and X...............................................................................35 5.12. Material Agreements..................................................................................35 5.13. Compliance With Laws.................................................................................35 5.14. Ownership of Properties..............................................................................35 5.15. Plan Assets; Prohibited Transactions.................................................................35 5.16. Environmental Matters................................................................................35 5.17. Investment Company Act...............................................................................36 5.18. Public Utility Holding Company Act...................................................................36 ARTICLE VI. COVENANTS................................................................................................36 6.1. Financial Reporting..................................................................................36 6.2. Use of Proceeds......................................................................................37 6.3. Notice of Default....................................................................................37 6.4. Conduct of Business..................................................................................37 6.5. Taxes ..............................................................................................38 6.6. Insurance............................................................................................38 6.7. Compliance with Laws.................................................................................38 6.8. Maintenance of Properties............................................................................38 6.9. Inspection...........................................................................................38 6.10. Indebtedness.........................................................................................38 6.11. Merger...............................................................................................39 6.12. Sale of Assets.......................................................................................39 6.13. Investments and Acquisitions.........................................................................40 6.14. Liens................................................................................................41 6.15. Affiliates...........................................................................................42 6.16. Financial Contracts..................................................................................42 6.17. Financial Covenants..................................................................................42 6.17.1. Fixed Charge Coverage Ratio..........................................................................42

ii 4

6.17.2. Leverage Ratio.......................................................................................42 6.17.3. Minimum Net Worth....................................................................................43 6.18. Guaranties...........................................................................................43 6.19. Other Indebtedness...................................................................................43 ARTICLE VII. DEFAULTS................................................................................................44 ARTICLE VIII. ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES.........................................................46 8.1. Acceleration; Facility LC Collateral Account.........................................................46 8.2. Amendments...........................................................................................47 8.3. Preservation of Rights...............................................................................48 ARTICLE IX. GENERAL PROVISIONS........................................................................................49 9.1. Survival of Representations..........................................................................49 9.2. Governmental Regulation..............................................................................49 9.3. Headings.............................................................................................49 9.4. Entire Agreement.....................................................................................49 9.5. Several Obligations; Benefits of this Agreement......................................................49 9.6. Expenses; Indemnification............................................................................49 9.7. Numbers of Documents.................................................................................50 9.8. Accounting...........................................................................................50 9.9. Severability of Provisions...........................................................................51 9.10. Nonliability of Lenders..............................................................................51 9.11. Confidentiality......................................................................................51 9.12. Nonreliance..........................................................................................51 9.13. Disclosure...........................................................................................51 ARTICLE X. THE AGENT..................................................................................................51 10.1. Appointment; Nature of Relationship..................................................................51 10.2. Powers...............................................................................................52 10.3. General Immunity.....................................................................................52 10.4. No Responsibility for Loans, Recitals, etc...........................................................52 10.5. Action on Instructions of Lenders....................................................................52 10.6. Employment of Agents and Counsel.....................................................................53 10.7. Reliance on Documents; Counsel.......................................................................53 10.8. Agent's Reimbursement and Indemnification............................................................53 10.9. Notice of Default....................................................................................53 10.10. Rights as a Lender...................................................................................53 10.11. Lender Credit Decision...............................................................................54 10.12. Successor Agent......................................................................................54 10.13. Agent and Arranger Fees..............................................................................54 10.14. Delegation to Affiliates.............................................................................55 10.15. Co-Agents, Documentation Agent, Syndication Agent, etc...............................................55

iii 5

ARTICLE XI. SETOFF; RATABLE PAYMENTS..................................................................................55 11.1. Setoff ..............................................................................................55 11.2. Ratable Payments.....................................................................................55 ARTICLE XII. BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS.......................................................55 12.1. Successors and Assigns...............................................................................55 12.2. Participations.......................................................................................56 12.2.1. Permitted Participants; Effect...........................................................56 12.2.2. Voting Rights............................................................................56 12.2.3. Benefit of Setoff........................................................................56 12.3. Assignments..........................................................................................57 12.3.1. Permitted Assignments....................................................................57 12.3.2. Effect; Effective Date...................................................................57 12.4. Dissemination of Information.........................................................................57 12.5. Tax Treatment........................................................................................58 ARTICLE XIII. NOTICES................................................................................................58 13.1. Notices..............................................................................................58 13.2. Change of Address....................................................................................58 ARTICLE XIV. COUNTERPARTS.............................................................................................58 ARTICLE XV. CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.............................................59 15.1. CHOICE OF LAW........................................................................................59 15.2. CONSENT TO JURISDICTION..............................................................................59 15.3. WAIVER OF JURY TRIAL.................................................................................59 PRICING SCHEDULE.......................................................................................................75 EXHIBIT A. FORM OF OPINION...........................................................................................77 EXHIBIT B. COMPLIANCE CERTIFICATE....................................................................................79 EXHIBIT C. ASSIGNMENT AGREEMENT......................................................................................81 EXHIBIT D. LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION............................................................99 EXHIBIT E. NOTE ..............................................................................................90 SCHEDULE 1. SUBSIDIARIES AND OTHER INVESTMENTS.......................................................................92

iv 6

SCHEDULE 2. INDEBTEDNESS AND LIENS...................................................................................93

v 7 FIVE-YEAR CREDIT AGREEMENT This Five-Year Credit Agreement, dated as of September 15, 2000, is among Pioneer-Standard Electronics, Inc., an Ohio corporation, the Foreign Subsidiary Borrowers, the Lenders and Bank One, Michigan, a Michigan banking corporation having its principal office in Detroit, Michigan, as LC Issuer and as Agent. The parties hereto agree as follows: ARTICLE I DEFINITIONS ----------- As used in this Agreement: "Acquisition" means any transaction, or any series of related transactions, consummated on or after the date of this Agreement, by which the Borrower or any of its Subsidiaries (i) acquires any ongoing business or all or substantially all of the assets of any firm, corporation or limited liability company, or division thereof, whether through purchase of assets, merger or otherwise or (ii) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding ownership interests of a partnership or limited liability company. "Advance" means a borrowing hereunder, (i) made by some or all of the Lenders on the same Borrowing Date, or (ii) converted or continued by the Lenders on the same date of conversion or continuation, consisting, in either case, of the aggregate amount of the several Loans of the same Type and, in the case of Eurodollar Loans, for the same Interest Period. The term "Advance" shall include Swing Line Loans unless otherwise expressly provided. "Affected Lender" is defined in Section 2.22. "Affiliate" of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person. A Person shall be deemed to control another Person if the controlling Person owns 10% or more of any class of voting securities (or other ownership interests) of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of Capital Stock, by contract or otherwise. "Agent" means Bank One in its capacity as contractual representative of the Lenders pursuant to Article X, and not in its individual capacity as a Lender, and any successor Agent appointed pursuant to Article X. "Aggregate Commitment" means the aggregate of the Commitments of all the Lenders, as increased or reduced from time to time pursuant to the terms hereof. "Aggregate Outstanding Credit Exposure" means, at any time, the aggregate of the Outstanding 8 Credit Exposure of all the Lenders. "Agreement" means this Five-Year Credit Agreement, as it may be amended or modified and in effect from time to time. "Agreement Accounting Principles" means generally accepted accounting principles as in effect from time to time, applied in a manner consistent with that used in preparing the financial statements referred to in Section 5.4. "Agreed Currencies" means Dollars and any Eligible Currencies. "Agreement for Inventory Purchases" means that certain Agreement for Inventory Financing (Unsecured), dated as of March 31, 1998, by and between IBM Credit Corporation and Borrower, as amended or modified from time to time. "Alternate Base Rate" means, for any day, a rate of interest per annum equal to the higher of (i) the Prime Rate for such day and (ii) the sum of the Federal Funds Effective Rate for such day plus 1/2% per annum. "Applicable Fee Rate" means, at any time, the percentage rate per annum at which Facility Fees are accruing on the Aggregate Commitment (without regard to usage) at such time as set forth in the Pricing Schedule. "Applicable Margin" means, with respect to Advances of any Type at any time, the percentage rate per annum which is applicable at such time with respect to Advances of such Type as set forth in the Pricing Schedule. "Arranger" means Banc One Capital Markets, Inc., a Delaware corporation, and its successors, in its capacity as Lead Arranger and Sole Book Runner. "Article" means an article of this Agreement unless another document is specifically referenced. "Authorized Officer" means any of the president, the chief executive officer or the chief financial officer of the Borrower or any other person designated in writing by the president, the chief executive officer or the chief financial officer of the Borrower to act as an Authorized Officer in connection herewith, acting singly. "Available Aggregate Commitment" means, at any time, the Aggregate Commitment then in effect minus the Aggregate Outstanding Credit Exposure at such time. "Bank One" means Bank One, Michigan, a Michigan banking corporation having its principal office in Detroit, Michigan, in its individual capacity, and its successors. "Board of Directors" means: (1) with respect to a corporation, the board of directors of the corporation; (2) with respect to a partnership, the Board of Directors of the general partner of the partnership; and 2 9 (3) with respect to any other Person, the board or committee or manager of such Person serving a similar function. "Borrower" means Pioneer-Standard Electronics, Inc., an Ohio corporation, and its permitted successors and assigns. "Borrowers" means the Borrower and the Foreign Subsidiary Borrowers. "Borrowing Base" means, at any time, an amount equal to the difference of: (a) the sum of (i) 85% of Eligible Accounts Receivable plus (ii) the lesser of (y) 50% of Eligible Inventory or (z) $175,000,000, minus (b) an amount equal to: (i) the aggregate outstanding principal balance of all loans under the 364-Day Credit Agreement; plus (ii) the aggregate outstanding principal amount of the Senior Unsecured Notes; minus (iii) the aggregate amount of cash balances of the Borrower and its Subsidiaries at such time. For purposes of this definition, the amount of all Eligible Inventory and Eligible Accounts Receivable shall be expressed as the Dollar Amount thereof. "Borrowing Base Certificate" means a borrowing base certificate in a form approved by the Agent from time to time. "Borrowing Date" means a date on which an Advance is made hereunder. "Borrowing Notice" is defined in Section 2.8. "Business Day" means (i) with respect to any borrowing, payment or rate selection of Eurodollar Advances, a day (other than a Saturday or Sunday) on which banks generally are open in Detroit and New York for the conduct of substantially all of their commercial lending activities, interbank wire transfers can be made on the Fedwire system and dealings in United States dollars are carried on in the London interbank market and (ii) for all other purposes, a day (other than a Saturday or Sunday) on which banks generally are open in Detroit for the conduct of substantially all of their commercial lending activities and interbank wire transfers can be made on the Fedwire system. "Capital Expenditures" means, without duplication, any expenditures for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of the Borrower and its Subsidiaries prepared in accordance with Agreement Accounting Principles. "Capital Stock" means (i) in the case of any corporation, all capital stock and any securities exchangeable for or convertible into capital stock and any warrants, rights or other options to purchase or otherwise acquire capital stock or such securities or any other form of equity securities, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, (iii) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited) and (iv) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. 3 10 "Capitalized Lease" of a Person means any lease of Property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles. "Capitalized Lease Obligations" of a Person means the amount of the obligations of such Person under Capitalized Leases which would be shown as a liability on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles. "Cash Equivalent Investments" means (i) short-term obligations of, or fully guaranteed by, the United States of America, (ii) commercial paper rated A-2 or better by S&P or P-2 or better by Moody's, (iii) demand deposit accounts maintained in the ordinary course of business, and (iv) certificates of deposit issued by and time deposits with commercial banks (whether domestic or foreign) having capital and surplus in excess of $100,000,000; provided in each case that the same provides for payment of both principal and interest (and not principal alone or interest alone) and is not subject to any contingency regarding the payment of principal or interest. "Change in Control" means the occurrence of either of the following: (i) the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934) of 30% or more of the outstanding shares of voting Capital Stock of the Borrower; or (ii) the first day on which a majority of the members of the Board of Directors of the Borrower are not Continuing Directors. "Code" means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time. "Collateral Shortfall Amount" is defined in Section 8.1. "Commitment" means, for each Lender, the obligation of such Lender to make Revolving Loans to, and participate in Facility LCs issued upon the application of, the Borrower and to participate in Swing Line Loans made to a Borrower, in an aggregate amount not exceeding the amount set forth opposite its signature below, as it may be modified as a result of any assignment that has become effective pursuant to Section 12.3.2 or as otherwise modified from time to time pursuant to the terms hereof. "Consolidated Capital Expenditures" means, with reference to any period, the Capital Expenditures of the Borrower and its Subsidiaries calculated on a consolidated basis for such period. "Consolidated Debt" means at any time the Indebtedness of the Borrower and its Subsidiaries calculated on a consolidated basis as of such time, excluding Indebtedness outstanding under the Agreement for Inventory Purchases and the Convertible Debentures. "Consolidated EBITDA" means (a) Consolidated Net Income, plus (b) to the extent deducted in determining such Consolidated Net Income, Consolidated Interest Expense, income taxes and depreciation and amortization expense, MINUS (c) to the extent included in determining such Consolidated Net Income, each of the following, without duplication: (i) the income of any Person (other than a Wholly-Owned Subsidiary of the Borrower) in which any Person other than the Borrower or any of its Subsidiaries has a joint interest or a partnership interest or other ownership interest, except to the extent of the amount of dividends or other distributions actually paid to the Borrower or any of its Subsidiaries by such Person during such period, (ii) gains (or plus non-cash losses) from the sale, exchange, transfer or other disposition of property or assets of the Borrower and its Subsidiaries, and related tax effects in accordance with 4 11 Agreement Accounting Principles, (iii) any other extraordinary, unusual or non-recurring gains or other income (or plus other extraordinary, unusual or non-recurring non-cash losses) not from the continuing operations of the Borrower or its Subsidiaries, and related tax effects in accordance with Agreement Accounting Principles and (iv) the income of any Subsidiary of the Borrower to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary. "Consolidated Interest Expense" means, with reference to any period, the interest expense of the Borrower and its Subsidiaries calculated on a consolidated basis for such period, excluding any interest expense attributable solely to the Convertible Debentures. "Consolidated Net Income" means, with reference to any period, the net income (or loss) of the Borrower and its Subsidiaries calculated on a consolidated basis for such period. "Consolidated Net Worth" means at any time the consolidated stockholders' equity of the Borrower and its Subsidiaries plus, without duplication, the aggregate outstanding principal amount of the Convertible Debentures, all as calculated on a consolidated basis as of such time and excluding foreign currency translation adjustments. "Consolidated Rentals" means, with reference to any period, the Rentals of the Borrower and its Subsidiaries calculated on a consolidated basis for such period. "Consolidated Tangible Net Worth" means, as of any date, the difference of (i) Consolidated Net Worth, minus (ii) to the extent included in determining the amount under the foregoing clause (i), the net book value of goodwill, cost in excess of fair value of net assets acquired, patents, trademarks, tradenames and copyrights, treasury stock and all other assets which are deemed intangible assets under Agreement Accounting Principles. "Contingent Obligation" of a Person means any agreement, undertaking or arrangement by which such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise becomes or is contingently liable upon, the obligation or liability of any other Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person, or otherwise assures any creditor of such other Person against loss, including, without limitation, any comfort letter, operating agreement, take-or-pay contract or the obligations of any such Person as general partner of a partnership with respect to the liabilities of the partnership. "Continuing Directors" means, as of any date of determination, any member of the Board of Directors of the Borrower who: (1) was a member of such Board of Directors on the date of this Agreement; or (2) was nominated for election to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election. "Controlled Group" means all members of a controlled group of corporations or other business entities and all trades or businesses (whether or not incorporated) under common control which, together with the Borrower or any of its Subsidiaries, are treated as a single employer under Section 414 of the Code. 5 12 "Conversion/Continuation Notice" is defined in Section 2.9. "Convertible Debentures" means the Series A 6 3/4% Junior Convertible Subordinated Debentures of Borrower, due March 31, 2028, issued in an aggregate original principal amount of up to $150,000,000, under that certain Junior Subordinated Indenture, dated as of March 23, 1998, of Borrower to Wilmington Trust Company, as trustee, as supplemented by that certain First Supplemental Indenture, dated as of March 23, 1998, of Borrower to Wilmington Trust Company, as trustee. "Credit Extension" means the making of an Advance or the issuance of a Facility LC hereunder. "Credit Extension Date" means the Borrowing Date for an Advance or the issuance date for a Facility LC. "Default" means an event described in Article VII. "Defaulting Lender" means any Lender that (i) on any Borrowing Date fails to make available to the Agent such Lender's Loans required to be made to the Borrower on such Borrowing Date, (ii) shall not have made a payment to the Agent required under this Agreement or (iii) shall not have made a payment to the LC Issuer or the Swing Line Lender required under this Agreement. Once a Lender becomes a Defaulting Lender, such Lender shall continue as a Defaulting Lender until such time as such Defaulting Lender makes available to the Agent, the amount of such Defaulting Lender's Loans and to the LC Issuer and the Swing Line Lender, such payments requested by the LC Issuer and by the Swing Line Lender together with all other amounts required to be paid to the Agent and/or the LC Issuer and/or the Swing Line Lender pursuant to this Agreement. "Dollar Amount" of any currency at any date shall mean (i) the amount of such currency if such currency is Dollars or (ii) the equivalent in such currency of such amount of Dollars if such currency is any currency other than Dollars, calculated on the basis of the arithmetical mean of the buy and sell spot rates of exchange of the Agent for such currency on the London market at 11:00 a.m., London time, on such date. "Dollars" and "$" shall mean the lawful currency of the United States of America. "Domestic Subsidiary" means each present and future Subsidiary of the Borrower which is not a Foreign Subsidiary. "Eligible Accounts Receivable" means, as of any date, those accounts receivable of the Borrower and its Subsidiaries, on a consolidated basis, valued at the face amount thereof less, without duplication, such reserves as may be established by the Borrower or on the books and records of the Borrower and less such reserves as the Agent elects to establish in its reasonable credit judgment; but shall not include any such account receivable that for any other reason is at any time deemed by the Agent to be ineligible in its reasonable credit judgment. "Eligible Currency" means any currency other than Dollars (i) that is readily available, (ii) that is freely traded, (iii) in which deposits are customarily offered to banks in the London interbank market, (iv) which is convertible into Dollars in the international interbank market, (v) as to which an Equivalent Amount may be readily calculated and (vi) as to which the Swing Line Lender has agreed may be an Eligible Currency. If, after the designation by the Swing Line Lender of any currency as an Eligible Currency, (x) currency control or other exchange regulations are imposed in the country in which such currency is issued with the result that different types of such currency are introduced, (y) such currency 6 13 is, in the determination of the Swing Line Lender, no longer readily available or freely traded or (z) in the determination of the Swing Line Lender, an Equivalent Amount of such currency is not readily calculable, the Swing Line Lender shall promptly notify the Borrowers, and such currency shall no longer be an Eligible Currency until such time as the Swing Line Lender agrees to reinstate such currency as an Eligible Currency and promptly, but in any event within five Business Days of receipt of such notice from the Swing Line Lender, the relevant Borrower shall repay all Swing Line Loans in such affected currency or convert such Loans into Loans in Dollars or another Eligible Currency, subject to the other terms set forth in Article II. "Eligible Inventory" means, as of any date, that inventory (including raw materials, work in process and finished goods) of the Borrower and its Subsidiaries, on a consolidated basis, less, without duplication, such reserves as may be established by the Borrower or on its books and records and less such reserves as the Agent elects to establish in its reasonable credit judgment; but shall not include any such inventory (a) that does not constitute inventory readily salable or usable in the business of the Borrower or any Subsidiary, (b) that bears a trademark or trade name of International Business Machines Corporation or is otherwise purchased or financed under the Agreement for Inventory Purchases or (c) that for any other reason is at any time deemed by the Agent to be ineligible in its reasonable credit judgment. "Environmental Laws" means any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions relating to (i) the protection of the environment, (ii) the effect of the environment on human health, (iii) emissions, discharges or releases of pollutants, contaminants, hazardous substances or wastes into surface water, ground water or land, or (iv) the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, hazardous substances or wastes or the clean-up or other remediation thereof. "Equivalent Amount" of any currency with respect to any amount of Dollars at any date shall mean the equivalent in such currency of such amount of Dollars, calculated on the basis of the arithmetical mean of the buy and sell spot rates of exchange of the Agent for such other currency at 11:00 a.m., London time, on the date on or as of which such amount is to be determined. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any rule or regulation issued thereunder. "Eurodollar Advance" means an Advance which, except as otherwise provided in Section 2.12, bears interest at the applicable Eurodollar Rate. "Eurodollar Base Rate" means, with respect to a Eurodollar Advance for the relevant Interest Period, the applicable British Bankers' Association Interest Settlement Rate for deposits in U.S. dollars appearing on Reuters Screen FRBD as of 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, and having a maturity equal to such Interest Period, provided that, (i) if Reuters Screen FRBD is not available to the Agent for any reason, the applicable Eurodollar Base Rate for the relevant Interest Period shall instead be the applicable British Bankers' Association Interest Settlement Rate for deposits in U.S. dollars as reported by any other generally recognized financial information service as of 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, and having a maturity equal to such Interest Period, and (ii) if no such British Bankers' Association Interest Settlement Rate is available to the Agent, the applicable Eurodollar Base Rate for the relevant Interest Period shall instead be the rate determined by the Agent to be the rate at which Bank 7 14 One or one of its Affiliate banks offers to place deposits in U.S. dollars with first-class banks in the London interbank market at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, in the approximate amount of Bank One's relevant Eurodollar Loan and having a maturity equal to such Interest Period. "Eurodollar Loan" means a Loan which, except as otherwise provided in Section 2.12, bears interest at the applicable Eurodollar Rate. "Eurodollar Rate" means, with respect to a Eurodollar Advance for the relevant Interest Period, the sum of (i) the quotient of (a) the Eurodollar Base Rate applicable to such Interest Period, divided by (b) one minus the Reserve Requirement (expressed as a decimal) applicable to such Interest Period, plus (ii) the Applicable Margin. "Excluded Taxes" means, in the case of each Lender or applicable Lending Installation and the Agent, taxes imposed on its overall net income, and franchise taxes imposed on it, by (i) the jurisdiction under the laws of which such Lender or the Agent is incorporated or organized or (ii) the jurisdiction in which the Agent's or such Lender's principal executive office or such Lender's applicable Lending Installation is located. "Exhibit" refers to an exhibit to this Agreement, unless another document is specifically referenced. "Extension Request" is defined in Section 2.21. "Facility LC" is defined in Section 2.20.1. "Facility LC Application" is defined in Section 2.20.3. "Facility LC Collateral Account" is defined in Section 2.20.11. "Facility Termination Date" means September 15, 2005 or any later date as may be specified as the Facility Termination Date in accordance with Section 2.21 or any earlier date on which the Aggregate Commitment is reduced to zero or otherwise terminated pursuant to the terms hereof. "Federal Funds Effective Rate" means, for any day, an interest rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations at approximately 10:00 a.m. (Detroit time) on such day on such transactions received by the Agent from three Federal funds brokers of recognized standing selected by the Agent in its sole discretion. "Financial Contract" of a Person means (i) any exchange-traded or over-the-counter futures, forward, swap or option contract or other financial instrument with similar characteristics or (ii) any Rate Management Transaction. "Floating Rate" means, for any day, a rate per annum equal to (i) the Alternate Base Rate for such day plus (ii) the Applicable Margin, in each case changing when and as the Alternate Base Rate changes. 8 15 "Floating Rate Advance" means an Advance which, except as otherwise provided in Section 2.12, bears interest at the Floating Rate. "Floating Rate Loan" means a Loan which, except as otherwise provided in Section 2.12, bears interest at the Floating Rate. "Foreign Subsidiary" means each Subsidiary organized under the laws of a jurisdiction outside of the United States. "Foreign Subsidiary Borrower" means each Foreign Subsidiary designated as a Foreign Subsidiary Borrower hereunder from time to time in accordance with Section 8.2. "Guarantor" means, with respect to any Obligation of any Foreign Subsidiary Borrower, the Borrower and, with respect to any Obligation of the Borrower, any Subsidiary, if any, of the Borrower required to execute a Guaranty at any time pursuant to Section 6.18. "Guaranty" means each guaranty executed by a Guarantor in favor of the Agent, for the ratable benefit of the Lenders, pursuant to the Agreement an in form and substance satisfactory to the Agent, as they may be amended or modified and in effect from time to time. "Indebtedness" of a Person means such Person's (i) any obligation for borrowed money or other financial accommodation which in accordance with Agreement Accounting Principles would be shown as a liability on the consolidated balance sheet of such Person, and including without limitation the amount outstanding under the Agreement for Inventory Purchases, the Convertible Debenture and the Senior Unsecured Notes, obligations representing the deferred purchase price of Property or services (other than accounts payable arising in the ordinary course of such Person's business payable on terms customary in the trade), obligations, whether or not assumed, secured by Liens or payable out of the proceeds or production from Property now or hereafter owned or acquired by such Person, obligations which are evidenced by notes, acceptances or other instruments, obligations of such Person to purchase securities or other Property arising out of or in connection with the sale of the same or substantially similar securities or Property, and Capitalized Lease Obligations, (ii) Off-Balance Sheet Liabilities, and (iii) Contingent Obligations with respect to any of the foregoing. "Interest Period" means, with respect to a Eurodollar Advance, a period of one, two, three or six months commencing on a Business Day selected by the Borrower pursuant to this Agreement. Such Interest Period shall end on the day which corresponds numerically to such date one, two, three or six months thereafter, provided, however, that if there is no such numerically corresponding day in such next, second, third or sixth succeeding month, such Interest Period shall end on the last Business Day of such next, second, third or sixth succeeding month. If an Interest Period would otherwise end on a day which is not a Business Day, such Interest Period shall end on the next succeeding Business Day, provided, however, that if said next succeeding Business Day falls in a new calendar month, such Interest Period shall end on the immediately preceding Business Day. "Investment" of a Person means any loan, advance (other than commission, travel and similar advances to officers and employees made in the ordinary course of business), extension of credit (other than accounts receivable arising in the ordinary course of business on terms customary in the trade) or contribution of capital by such Person; stocks, bonds, mutual funds, partnership interests, notes, debentures or other securities owned by such Person; any deposit accounts and certificate of deposit 9 16 owned by such Person; and structured notes, derivative financial instruments and other similar instruments or contracts owned by such Person. "LC Fee" is defined in Section 2.20.4. "LC Issuer" means Bank One (or any subsidiary or affiliate of Bank One designated by Bank One) in its capacity as issuer of Facility LCs hereunder. "LC Obligations" means, at any time, the sum, without duplication, of (i) the aggregate undrawn stated amount under all Facility LCs outstanding at such time plus (ii) the aggregate unpaid amount at such time of all Reimbursement Obligations. "LC Payment Date" is defined in Section 2.20.5. "Lenders" means the lending institutions listed on the signature pages of this Agreement and their respective successors and assigns. Unless otherwise specified, the term "Lenders" includes Bank One in its capacity as Swing Line Lender. "Lending Installation" means, with respect to a Lender or the Agent, the office, branch, subsidiary or affiliate of such Lender or the Agent listed on the signature pages hereof or on a Schedule or otherwise selected by such Lender or the Agent pursuant to Section 2.18. "Letter of Credit" of a Person means a letter of credit or similar instrument which is issued upon the application of such Person or upon which such Person is an account party or for which such Person is in any way liable. "Leverage Ratio" means, as of any date of calculation, the ratio of (i) Consolidated Debt outstanding on such date to (ii) Consolidated EBITDA for the Borrower's then most-recently ended four fiscal quarters. "Lien" means any lien (statutory or other), mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, the interest of a vendor or lessor under any conditional sale, Capitalized Lease or other title retention agreement). "Loan" means a Revolving Loan or a Swing Line Loan. "Loan Documents" means this Agreement, the Facility LC Applications, the Guaranty, any Notes issued pursuant to Section 2.14, any Pledge Agreements and any other agreement or document executed in connection with any of the foregoing. "Margin Stock" means "margin stock" as defined in Regulations U or X or "marginable OTC stock" or "foreign margin stock" within the meaning of Regulation T. "Material Adverse Effect" means a material adverse effect on (i) the business, Property, condition (financial or otherwise), results of operations, or prospects of the Borrower and its Subsidiaries taken as a whole, (ii) the ability of any Borrower to perform its obligations under the Loan Documents, or (iii) the validity or enforceability of any of the Loan Documents or the rights or remedies of the Agent, the LC Issuer or the Lenders thereunder. 10 17 "Material Indebtedness" is defined in Section 7.5. "Modify" and "Modification" are defined in Section 2.20.1. "Moody's" means Moody's Investors Service, Inc. "Multiemployer Plan" means a Plan maintained pursuant to a collective bargaining agreement or any other arrangement to which the Borrower or any member of the Controlled Group is a party to which more than one employer is obligated to make contributions. "National City Credit Agreement" means the Credit Agreement dated as of March 27, 1998 among Pioneer-Standard Electronics, Inc., the lenders party thereto, and National City Bank, as agent for such lenders. "Non-U.S. Borrower" is defined in Section 3.1(b). "Non-U.S. Lender" is defined in Section 3.5(iv). "Note" is defined in Section 2.14. "Obligations" means all unpaid principal of and accrued and unpaid interest on the Loans, all Reimbursement Obligations, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of the Borrower to the Lenders or to any Lender, the Agent, the LC Issuer or any indemnified party arising under the Loan Documents. "Off-Balance Sheet Liability" of a Person means (i) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (ii) any liability under any Sale and Leaseback Transaction which is not a Capitalized Lease, (iii) any liability under any so-called "synthetic lease" transaction entered into by such Person, or (iv) any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheets of such Person, but excluding from this clause (iv) Operating Leases. "Operating Lease" of a Person means any lease of Property (other than a Capitalized Lease) by such Person as lessee which has an original term (including any required renewals and any renewals effective at the option of the lessor) of one year or more. "Other Taxes" is defined in Section 3.5(ii). "Outstanding Credit Exposure" means, as to any Lender at any time, the sum of (i) the aggregate principal amount of its Revolving Loans outstanding at such time, plus (ii) an amount equal to its Pro Rata Share of the aggregate principal amount of Swing Line Loans and LC Obligations outstanding at such time. "Participants" is defined in Section 12.2.1. "Payment Date" means the last day of each calendar quarter. "PBGC" means the Pension Benefit Guaranty Corporation, or any successor thereto. 11 18 "Permitted Securitization Transaction" is defined in Section 6.12(v). "Person" means any natural person, corporation, firm, joint venture, partnership, limited liability company, association, enterprise, trust or other entity or organization, or any government or political subdivision or any agency, department or instrumentality thereof. "Plan" means an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code as to which the Borrower or any member of the Controlled Group may have any liability. "Pledge Agreement" means each pledge agreement and any other agreement or document executed and delivered by the Borrower or any of its Subsidiaries to the Agent, each in form and substance satisfactory to the Agent, pursuant to which the Borrower or such Subsidiary grants a pledge on any Capital Stock of any Foreign Subsidiary, including any amendment, modification, renewal or replacement of any such pledge agreement or other agreement or document. "Pricing Schedule" means the Schedule attached hereto identified as such. "Prime Rate" means a rate per annum equal to the prime rate of interest announced from time to time by Bank One or its parent (which is not necessarily the lowest rate charged to any customer), changing when and as said prime rate changes. "Property" of a Person means any and all property, whether real, personal, tangible, intangible, or mixed, of such Person, or other assets owned, leased or operated by such Person. "Pro Rata Share" means, with respect to a Lender, a portion equal to a fraction the numerator of which is such Lender's Commitment and the denominator of which is the Aggregate Commitment. "Purchasers" is defined in Section 12.3.1. "Rate Management Transaction" means any transaction (including an agreement with respect thereto) now existing or hereafter entered into between the Borrower and any Lender or Affiliate thereof which is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, forward transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures. "Rate Management Obligations" of a Person means any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (i) any and all Rate Management Transactions, and (ii) any and all cancellations, buy backs, reversals, terminations or assignments of any Rate Management Transactions. "Regulation D" means Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor thereto or other regulation or official interpretation of said Board of Governors relating to reserve requirements applicable to member banks of the Federal Reserve System. 12 19 "Regulation T" means Regulation T of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor or other regulation or official interpretation of said Board of Governors. "Regulation U" means Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor or other regulation or official interpretation of said Board of Governors. "Regulation X" means Regulation X of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor or other regulation or official interpretation of said Board of Governors. "Reimbursement Obligations" means, at any time, the aggregate of all obligations of the Borrower then outstanding under Section 2.20 to reimburse the LC Issuer for amounts paid by the LC Issuer in respect of any one or more drawings under Facility LCs. "Rentals" of a Person means the aggregate fixed amounts payable by such Person under any Operating Lease. "Reportable Event" means a reportable event as defined in Section 4043 of ERISA and the regulations issued under such section, with respect to a Plan, excluding, however, such events as to which the PBGC has by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event, provided, however, that a failure to meet the minimum funding standard of Section 412 of the Code and of Section 302 of ERISA shall be a Reportable Event regardless of the issuance of any such waiver of the notice requirement in accordance with either Section 4043(a) of ERISA or Section 412(d) of the Code. "Reports" is defined in Section 9.6. "Required Lenders" means Lenders in the aggregate having at least 51% of the Aggregate Commitment or, if the Aggregate Commitment has been terminated, Lenders in the aggregate holding at least 51% of the Aggregate Outstanding Credit Exposure. "Reserve Requirement" means, with respect to an Interest Period, the maximum aggregate reserve requirement (including all basic, supplemental, marginal and other reserves) which is imposed under Regulation D on Eurocurrency liabilities. "Revolving Loan" means, with respect to a Lender, such Lender's loan made pursuant to its commitment to lend set forth in Section 2.1 (or any conversion or continuation thereof). "S&P" means Standard and Poor's Ratings Services, a division of The McGraw Hill Companies, Inc. "Sale and Leaseback Transaction" means any sale or other transfer of Property by any Person with the intent to lease such Property as lessee. "Schedule" refers to a specific schedule to this Agreement, unless another document is specifically referenced. 13 20 "Section" means a numbered section of this Agreement, unless another document is specifically referenced. "Securitization Entity" means a wholly-owned Subsidiary of the Borrower that engages in no activities other than Permitted Securitization Transactions and any necessary related activities and owns no assets other than as required for Permitted Securitization Transactions and (i) no portion of the Indebtedness (contingent or otherwise) of which is guaranteed by the Borrower or any Subsidiary of the Borrower or is recourse to or obligates the Borrower or any Subsidiary of the Borrower in any way, other than pursuant to customary representations, warranties, covenants, indemnities and other obligations entered into in connection with a Permitted Securitization Transaction, and (ii) to which neither the Borrower nor any Subsidiary of the Borrower has any material obligation to maintain or preserve such entity's financial condition or cause such entity to achieve certain levels of operating results. "Senior Unsecured Notes" means the 8 1/2% Senior Notes of Borrower, due August 2006, issued in an aggregate original principal amount of $150,000,000, under that certain Indenture, dated as of August 1, 1996, of Borrower to Star Bank, N.A., as trustee. "Significant Subsidiary" means any Subsidiary which would be a "significant subsidiary" as defined in Rule 1-02 of Regulation S-X under the Securities Exchange Act of 1934, as amended. "Single Employer Plan" means a Plan maintained by the Borrower or any member of the Controlled Group for employees of the Borrower or any member of the Controlled Group. "Subsidiary" of a Person means (i) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or (ii) any partnership, limited liability company, association, joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled. Unless otherwise expressly provided, all references herein to a "Subsidiary" shall mean a Subsidiary of the Borrower. "Substantial Portion" means, with respect to the Property of the Borrower and its Subsidiaries, Property which (i) represents more than 10% of the consolidated assets of the Borrower and its Subsidiaries as would be shown in the consolidated financial statements of the Borrower and its Subsidiaries as at the beginning of the twelve-month period ending with the month in which such determination is made, or (ii) is responsible for more than 10% of the consolidated net sales or of the consolidated net income of the Borrower and its Subsidiaries as reflected in the financial statements referred to in clause (i) above. "Swing Line Borrowing Notice" is defined in Section 2.5.2. "Swing Line Lender" means Bank One or such other Lender which may succeed to its rights and obligations as Swing Line Lender pursuant to the terms of this Agreement and shall include, without limitation, any office, branch, subsidiary or affiliate of Bank One or such other Lender selected by Bank One or such other Lender from time to time as the provider of any Swing Line Loan. "Swing Line Loan" means a Loan made available to a Borrower by the Swing Line Lender pursuant to Section 2.5. 14 21 "Taxes" means any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and any and all liabilities with respect to the foregoing, but excluding Excluded Taxes and Other Taxes. "364-Day Credit Agreement" means the 364-Day Credit Agreement dated the date hereof among the Borrower, the Lenders and the Agent, as amended, modified, replaced or refinanced from time to time. "Transferee" is defined in Section 12.4. "Type" means, with respect to any Advance, its nature as a Floating Rate Advance or a Eurodollar Advance. "Unfunded Liabilities" means the amount (if any) by which the present value of all vested and unvested accrued benefits under all Single Employer Plans exceeds the fair market value of all such Plan assets allocable to such benefits, all determined as of the then most recent valuation date for such Plans using PBGC actuarial assumptions for single employer plan terminations. "Unmatured Default" means an event which but for the lapse of time or the giving of notice, or both, would constitute a Default. "Wholly-Owned Subsidiary" of a Person means (i) any Subsidiary all of the outstanding voting securities of which shall at the time be owned or controlled, directly or indirectly, by such Person or one or more Wholly-Owned Subsidiaries of such Person, or by such Person and one or more Wholly-Owned Subsidiaries of such Person, or (ii) any partnership, limited liability company, association, joint venture or similar business organization 100% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled. The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms. ARTICLE II THE CREDITS ----------- 2.1. COMMITMENT. From and including the date of this Agreement and prior to the Facility Termination Date, each Lender severally agrees, on the terms and conditions set forth in this Agreement, to (i) make Revolving Loans to the Borrower and (ii) participate in Facility LCs and Swing Line Loans issued or made upon the request of the Borrower, provided that, after giving effect to the making of each such Loan and the issuance of each such Facility LC, such Lender's Outstanding Credit Exposure shall not exceed its Commitment and the Dollar Amount of the Aggregate Outstanding Credit Exposure shall not exceed the lesser of the Aggregate Commitments and the Borrowing Base. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow at any time prior to the Facility Termination Date. The Commitments to extend credit hereunder shall expire on the Facility Termination Date. The LC Issuer will issue Facility LCs hereunder on the terms and conditions set forth in Section 2.20. The Swing Line Lender may make Swing Line Loans hereunder on the terms and conditions set forth in Section 2.5. 15 22 2.2. REQUIRED PAYMENTS; TERMINATION. The Aggregate Outstanding Credit Exposure and all other unpaid Obligations shall be paid in full by the Borrowers on the Facility Termination Date. Additionally, the Borrowers shall promptly pay the Aggregate Outstanding Credit Exposure to the extent the Dollar Amount thereof at any time exceeds the lesser of the Aggregate Commitments and the Borrowing Base at such time. 2.3. RATABLE LOANS. Each Advance hereunder (other than any Swing Line Loan) shall consist of Revolving Loans made from the several Lenders ratably according to their Pro Rata Shares. 2.4. TYPES OF ADVANCES. The Advances may be Floating Rate Advances or Eurodollar Advances, or a combination thereof, selected by the Borrower in accordance with Sections 2.9 and 2.10. 2.5. SWING LINE LOANS. 2.5.1. AMOUNT OF SWING LINE LOANS. The Borrower may request the Swing Line Lender to make, and the Swing Line Lender may, in its sole discretion, make Swing Line Loans in any Agreed Currencies requested by the Borrower and to any Borrower requested by the Borrower from time to time on any Business Day during the period from the Effective Date until the Facility Termination Date in an aggregate principal amount not to exceed at any time the lesser of $30,000,000 or the Dollar Amount thereof in Eligible Currencies, provided that the Dollar Amount of the Aggregate Outstanding Credit Exposure shall not at any time exceed the lesser of the Aggregate Commitments and the Borrowing Base, and provided further that at no time shall the sum of (i) the Swing Line Lender's Pro Rata Share of the Swing Line Loans, plus (ii) the outstanding Revolving Loans made by the Swing Line Lender pursuant to Section 2.1, exceed the Swing Line Lender's Commitment at such time. Within the limits of this Section 2.5, so long as the Swing Line Lender, in its sole discretion, elects to make Swing Line Loans, the Borrowers may borrow and reborrow under this Section 2.5.1. 2.5.2. BORROWING NOTICE. The Borrower shall deliver to the Agent and the Swing Line Lender irrevocable notice (a "Swing Line Borrowing Notice") not later than noon (Detroit time) on the Borrowing Date of each Swing Line Loan, specifying (i) the applicable Borrowing Date (which date shall be a Business Day) and the applicable Borrower, and (ii) the aggregate amount of the requested Swing Line Loan which shall be an amount not less than $100,000 or the Equivalent Amount thereof in any Eligible Currency. Each Swing Line Loan shall bear interest at the Floating Rate or, in the case of any Swing Line Loan in any Eligible Currency, such rate offered by the Swing Line Lender, and shall mature as agreed to by the Swing Line Lender and the Borrower, not to exceed 30 days after the date thereof. 2.5.3. MAKING OF SWING LINE LOANS. If a Swing Line Loan is to be made, the Swing Line Lender shall make available the Swing Line Loan to the relevant Borrower, in immediately available funds or same day funds, at such Lending Installation of the Swing Line Lender as determined by the Swing Line Lender. 2.5.4. REPAYMENT OF SWING LINE LOANS. Each Swing Line Loan shall be paid in full by the Borrower thereof on demand by the Swing Line Lender or such other date agreed to by the Swing Line Lender not to exceed the date 30 days after the Borrowing Date for such Swing Line Loan. Any Swing Line Loan outstanding in any currency other than Dollars shall be immediately and automatically converted to and redenominated in Dollars equal to the Dollar Amount of each such Swing Line Loan determined as of the date of such conversion at any time a Swing Line 16 23 Loan is to be refunded by a Revolving Loan or when the participation of any Lender in such Swing Line Loan is to be funded, and the Borrower shall immediately and automatically assume all obligations thereunder jointly and severally with the applicable Foreign Subsidiary Borrower. In addition, the Swing Line Lender may at any time in its sole discretion with respect to any outstanding Swing Line Loan require each Lender (including the Swing Line Lender) to make a Revolving Loan in the amount of such Lender's Pro Rata Share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon), for the purpose of repaying such Swing Line Loan. Not later than noon (Detroit time) on the date of any notice received pursuant to this Section 2.5.4, each Lender shall make available its required Revolving Loan, in funds immediately available in Detroit to the Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.5.4 shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Loans in the manner provided in Section 2.10 and subject to the other conditions and limitations set forth in this Article II. Such Lender's obligation to make Revolving Loans pursuant to this Section 2.5.4 to repay Swing Line Loans shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a Default or Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Agent of any amount due under this Section 2.5.4, the Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Agent of any amount due under this Section 2.5.4, such Lender shall be deemed, at the option of the Agent, to have unconditionally and irrevocably purchased from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. On the Facility Termination Date, the Borrowers shall repay in full the outstanding principal balance of the Swing Line Loans. 2.5.5 MARKET DISRUPTION. If there shall occur on or prior to the date of any Advance in any Eligible Currency any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would in the reasonable opinion of the Agent make it impracticable for any Swing Line Loan to be denominated in the Agreed Currency specified by the Borrower, then the Agent shall forthwith give notice thereof to the Borrower, and such Loans shall not be denominated in such Eligible Currency but shall be made on such Borrowing Date in Dollars, in an aggregate principal amount equal to the Dollar Amount of the aggregate principal amount specified in the related Borrowing Notice, as the case may be, as Floating Rate Loans, unless the Borrower notifies the Agent at least one Business Day before such date that (i) it elects not to borrow on such date or (ii) it elects to borrow on such date in a different Agreed Currency, as the case may be, in which the denomination of such Loans would in the opinion of the Agent be practicable and in an aggregate principal amount equal to the Dollar Amount of the aggregate principal amount specified in the related Borrowing Notice. 2.6. FACILITY FEE; REDUCTIONS AND INCREASES IN AGGREGATE COMMITMENT. (i) The Borrower 17 24 agrees to pay to the Agent for the account of each Lender according to its Pro Rata Share a facility fee at a per annum rate equal to the Applicable Fee Rate on the average daily amount of such Lender's Commitment, whether used or unused, from the date hereof to and including the Facility Termination Date, payable on each Payment Date hereafter and on the Facility Termination Date. (ii) The Borrower may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders in integral multiples of $10,000,000, upon at least five Business Days' written notice to the Agent, which notice shall specify the amount of any such reduction, provided, however, that the amount of the Aggregate Commitment may not be reduced below the Aggregate Outstanding Credit Exposure. All accrued facility fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Credit Extensions hereunder. (iii) With the prior consent of the Agent, the Borrower may request to increase the Aggregate Commitment in increments of $5,000,000, provided that the aggregate increase in the Aggregate Commitment from the date hereof shall not exceed $50,000,000. Any such request to increase the Aggregate Commitment shall be deemed to be a certification by the Borrower that at the time of such request, there exists no Default or Unmatured Default and the representations and warranties contained in Article V are true and correct as of such date. Any request from the Borrower to increase the Aggregate Commitment shall be implemented by one or more existing Lenders agreeing to increase their Commitments (provided that no Lender shall have any obligation to increase its Commitment) or by one or more new lenders agreeing to become a Lender hereunder or by any combination of the foregoing, as determined by the Agent and the Arranger in consultation with the Borrower. Prior to any such increase in the Aggregate Commitment becoming effective, the Agent shall have received: (a) copies, certified by the secretary of the Borrower of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the increase in the Aggregate Commitment; (b) a certificate, signed by the chief financial officer of the Borrower, showing that after giving effect to the increase in the Aggregate Commitment, no Default or Unmatured Default shall occur and the Borrower shall be in compliance with all covenants in this Agreement; (c) copies of all governmental and nongovernmental consents, approvals, authorizations, declarations, registrations or filings required on the part of the Borrower or any Guarantor in connection with the increase in the Aggregate Commitment, certified as true and correct in full force and effect as of the date of the increase by a duly authorized officer of the Borrower, or if none are required, a certificate of such officer to that effect; (d) evidence satisfactory to the Agent that no Material Adverse Effect shall have occurred with respect to the Borrower and its Subsidiaries since the most recent financial statements provided to the Lenders hereunder; and (e) such other documents and conditions as the Agent or its counsel may have reasonably requested. 2.7. MINIMUM AMOUNT OF EACH ADVANCE. Each Eurodollar Advance shall be in the minimum amount of $5,000,000 (and in multiples of $1,000,000 if in excess thereof), and each Floating Rate Advance (other than an Advance to repay Swing Line Loans) shall be in the minimum amount of 18 25 $2,500,000 (and in multiples of $1,000,000 if in excess thereof), provided, however, that any Floating Rate Advance may be in the amount of the Available Aggregate Commitment. 2.8. OPTIONAL PRINCIPAL PAYMENTS. The Borrower may from time to time pay, without penalty or premium, all outstanding Floating Rate Advances (other than Swing Line Loans), or, in a minimum aggregate amount of $2,500,000 or any integral multiple of $1,000,000 in excess thereof, any portion of the outstanding Floating Rate Advances (other than Swing Line Loans) upon two Business Days' prior notice to the Agent. The Borrower may at any time pay, subject to the payment of any funding indemnification amounts required by Section 3.4 but without penalty or premium, all outstanding Swing Line Loans, or, in a minimum amount of $100,000 and increments of $50,000 in excess thereof, any portion of the outstanding Swing Line Loans, with notice to the Agent and the Swing Line Lender by noon (Detroit time) on the date of repayment. The Borrower may from time to time pay, subject to the payment of any funding indemnification amounts required by Section 3.4 but without penalty or premium, all outstanding Eurodollar Advances, or, in a minimum aggregate amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof, any portion of the outstanding Eurodollar Advances upon three Business Days' prior notice to the Agent. 2.9. METHOD OF SELECTING TYPES AND INTEREST PERIODS FOR NEW ADVANCES. The Borrower shall select the Type of Advance and, in the case of each Eurodollar Advance, the Interest Period applicable thereto from time to time. The Borrower shall give the Agent irrevocable notice (a "Borrowing Notice") not later than noon (Detroit time) at least one Business Day before the Borrowing Date of each Floating Rate Advance (other than a Swing Line Loan) and three Business Days before the Borrowing Date for each Eurodollar Advance, specifying: (i) the Borrowing Date, which shall be a Business Day, of such Advance, (ii) the aggregate amount of such Advance, (iii) the Type of Advance selected, and (iv) in the case of each Eurodollar Advance, the Interest Period applicable thereto. Not later than 1:00 pm (Detroit time) on each Borrowing Date, each Lender shall make available its Revolving Loan or Revolving Loans in funds immediately available in Detroit to the Agent at its address specified pursuant to Article XIII. The Agent will make the funds so received from the Lenders available to the Borrower at the Agent's aforesaid address. 2.10. CONVERSION AND CONTINUATION OF OUTSTANDING ADVANCES. Floating Rate Advances (other than Swing Line Loans) shall continue as Floating Rate Advances unless and until such Floating Rate Advances are converted into Eurodollar Advances pursuant to this Section 2.10 or are repaid in accordance with Section 2.8. Each Eurodollar Advance shall continue as a Eurodollar Advance until the end of the then applicable Interest Period therefor, at which time such Eurodollar Advance shall be automatically converted into a Floating Rate Advance unless (x) such Eurodollar Advance is or was repaid in accordance with Section 2.8 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurodollar Advance continue as a Eurodollar Advance for the same or another Interest Period. Subject to the terms of Section 2.7, the Borrower may elect from time to time to convert all or any part of a Floating Rate Advance (other than a Swing Line Loan) into a Eurodollar Advance. The Borrower shall give the Agent irrevocable notice (a "Conversion/Continuation Notice") of each conversion of a Floating Rate Advance into a Eurodollar Advance or continuation of a Eurodollar Advance not later than noon 19 26 (Detroit time) at least three Business Days prior to the date of the requested conversion or continuation, specifying: (i) the requested date, which shall be a Business Day, of such conversion or continuation, (ii) the aggregate amount and Type of the Advance which is to be converted or continued, and (iii) the amount of such Advance which is to be converted into or continued as a Eurodollar Advance and the duration of the Interest Period applicable thereto. 2.11. CHANGES IN INTEREST RATE, ETC. Each Floating Rate Advance (other than a Swing Line Loan) shall bear interest on the outstanding principal amount thereof, for each day from and including the date such Advance is made or is automatically converted from a Eurodollar Advance into a Floating Rate Advance pursuant to Section 2.10, to but excluding the date it is paid or is converted into a Eurodollar Advance pursuant to Section 2.10 hereof, at a rate per annum equal to the Floating Rate for such day. Each Swing Line Loan shall bear interest on the outstanding principal amount thereof, for each day from and including the day such Swing Line Loan is made to but excluding the date it is paid, at a rate per annum equal to the Floating Rate for such day or, in the case of any Swing Line Loan in any Eligible Currency, such rate offered by the Swing Line Lender. Changes in the rate of interest on that portion of any Advance maintained as a Floating Rate Advance will take effect simultaneously with each change in the Alternate Base Rate. Each Eurodollar Advance shall bear interest on the outstanding principal amount thereof from and including the first day of the Interest Period applicable thereto to (but not including) the last day of such Interest Period at the interest rate determined by the Agent as applicable to such Eurodollar Advance based upon the Borrower's selections under Sections 2.9 and 2.10 and otherwise in accordance with the terms hereof. No Interest Period may end after the Facility Termination Date. 2.12. RATES APPLICABLE AFTER DEFAULT. Notwithstanding anything to the contrary contained in Section 2.9 or 2.10, during the continuance of a Default or Unmatured Default the Required Lenders may, at their option, by notice to the Borrower (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 8.2 requiring unanimous consent of the Lenders to changes in interest rates), declare that no Advance may be made as, converted into or continued as a Eurodollar Advance. During the continuance of a Default the Required Lenders may, at their option, by notice to the Borrower (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 8.2 requiring unanimous consent of the Lenders to changes in interest rates), declare that (i) each Eurodollar Advance shall bear interest for the remainder of the applicable Interest Period at the rate otherwise applicable to such Interest Period plus 2% per annum, (ii) each Floating Rate Advance and each Swing Line Loan in any Eligible Currency shall bear interest at a rate per annum equal to the Floating Rate in effect from time to time plus 2% per annum and (iii) the LC Fee shall be increased by 2% per annum, provided that, during the continuance of a Default under Section 7.6 or 7.7, the interest rates set forth in clauses (i) and (ii) above and the increase in the LC Fee set forth in clause (iii) above shall be applicable to all Credit Extensions without any election or action on the part of the Agent or any Lender. 2.13. METHOD OF PAYMENT. All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agent's address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower, by noon (local time) on the date when due and shall (except in the case of Reimbursement Obligations for which the LC Issuer has not been fully indemnified by the Lenders, with 20 27 respect to repayments of Swing Line Loans or as otherwise specifically required hereunder) be applied ratably by the Agent among the Lenders. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. Notwithstanding the foregoing, no payments of principal, interest, fees or other amounts delivered to the Agent for the account of any Defaulting Lender shall be delivered by the Agent to such Defaulting Lender. Instead, such payments shall, for so long as such Defaulting Lender shall be a Defaulting Lender, be held by the Agent, and the Agent is hereby authorized and directed by all parties hereto to hold such funds in escrow and apply such funds as follows: (i) First, if applicable to any payments due from such Defaulting Lender to the Agent or the LC Issuer, and (ii) Second, to Credit Extensions required to be made by such Defaulting Lender on any Borrowing Date to the extent such Defaulting Lender fails to make such Credit Extensions. Notwithstanding the foregoing, upon the termination of all Commitments and the payment and performance of all of the Obligations (other than those owing to a Defaulting Lender), any funds then held in escrow by the Agent pursuant to the preceding sentence shall be distributed to each Defaulting Lender, pro rata in proportion to amounts that would be due to each Defaulting Lender but for the fact that it is a Defaulting Lender. The Agent is hereby authorized to charge the account of the Borrower maintained with Bank One for each payment of principal, interest, Reimbursement Obligations and fees as it becomes due hereunder. Each reference to the Agent in this Section 2.13 shall also be deemed to refer, and shall apply equally, to the LC Issuer, in the case of payments required to be made by the Borrower to the LC Issuer pursuant to Section 2.20.6, and the Swing Line Lender, in the case of payments required to be made by the Borrower to the Swing Line Lender pursuant to Section 2.5.4. 2.14. NOTELESS AGREEMENT; EVIDENCE OF INDEBTEDNESS. (i) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (ii) The Agent shall also maintain accounts in which it will record (a) the amount of each Loan made hereunder, the Type thereof and the Interest Period with respect thereto, (b) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, (c) the original stated amount of each Facility LC and the amount of LC Obligations outstanding at any time, and (d) the amount of any sum received by the Agent hereunder from the Borrower and each Lender's share thereof. (iii) The entries maintained in the accounts maintained pursuant to paragraphs (i) and (ii) above shall be prima facie evidence of the existence and amounts of the Obligations therein recorded; provided, however, that the failure of the Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Obligations in accordance with their terms. (iv) Any Lender may request that its Revolving Loans be evidenced by a promissory note or, in the case of the Swing Line Lender, promissory notes representing its Revolving Loans and Swing Line Loans, respectively, substantially in the form of Exhibit E, with appropriate changes for notes evidencing Swing Line Loans (each a "Note"). In such event, the Borrower shall prepare, execute and deliver to such Lender such Note or Notes payable to the order of such Lender. Thereafter, the Loans evidenced by each such Note and interest thereon shall at all times (including after any assignment pursuant to Section 12.3) be represented by one or more Notes payable to the order of the payee named therein or any assignee pursuant to Section 12.3, except to the extent that any such Lender or assignee subsequently returns any such note for cancellation and requests that such Loans once again be evidenced as described 21 28 in paragraphs (i) and (ii) above. 2.15. Telephonic Notices. The Borrower hereby authorizes the Lenders and the Agent to extend, convert or continue Advances, effect selections of Types of Advances and to transfer funds based on telephonic notices made by any person or persons the Agent or any Lender in good faith believes to be acting on behalf of the Borrower, it being understood that the foregoing authorization is specifically intended to allow Borrowing Notices and Conversion/Continuation Notices to be given telephonically. The Borrower agrees to deliver promptly to the Agent a written confirmation, if such confirmation is requested by the Agent or any Lender, of each telephonic notice signed by an Authorized Officer. If the written confirmation differs in any material respect from the action taken by the Agent and the Lenders, the records of the Agent and the Lenders shall constitute prima facie evidence of the action requested by Borrower. 2.16. INTEREST PAYMENT DATES; INTEREST AND FEE BASIS. Interest accrued on each Floating Rate Advance shall be payable on each Payment Date, commencing with the first such date to occur after the date hereof, on any date on which the Floating Rate Advance is prepaid, whether due to acceleration or otherwise, and at maturity. Interest accrued on that portion of the outstanding principal amount of any Floating Rate Advance converted into a Eurodollar Advance on a day other than a Payment Date shall be payable on the date of conversion. Interest accrued on each Eurodollar Advance shall be payable on the last day of its applicable Interest Period, on any date on which the Eurodollar Advance is prepaid, whether by acceleration or otherwise, and at maturity. Interest accrued on each Eurodollar Advance having an Interest Period longer than three months shall also be payable on the last day of each three-month interval during such Interest Period. Interest, facility fees and LC Fees shall be calculated for actual days elapsed on the basis of a 360-day year. Interest shall be payable for the day an Advance is made but not for the day of any payment on the amount paid if payment is received prior to noon (local time) at the place of payment. If any payment of principal of or interest on an Advance shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a principal payment, such extension of time shall be included in computing interest in connection with such payment. 2.17. NOTIFICATION OF ADVANCES, INTEREST RATES, PREPAYMENTS AND COMMITMENT REDUCTIONS. Promptly after receipt thereof, the Agent will notify each Lender of the contents of each Aggregate Commitment reduction notice, Borrowing Notice, Conversion/Continuation Notice, and repayment notice received by it hereunder. The Agent will notify each Lender of the interest rate applicable to each Eurodollar Advance promptly upon determination of such interest rate and will give each Lender prompt notice of each change in the Alternate Base Rate. 2.18. LENDING INSTALLATIONS. Each Lender may book its Loans and its participation in any LC Obligations and Swing Line Loans and the LC Issuer may book the Facility LCs at any Lending Installation selected by such Lender or the LC Issuer, as the case may be, and may change its Lending Installation from time to time. All terms of this Agreement shall apply to any such Lending Installation and the Loans, Facility LCs, participations in LC Obligations and any Notes issued hereunder shall be deemed held by each Lender or the LC Issuer, as the case may be, for the benefit of any such Lending Installation. Each Lender and the LC Issuer may, by written notice to the Agent and the Borrower in accordance with Article XIII, designate replacement or additional Lending Installations through which Loans will be made by it or Facility LCs will be issued by it and for whose account Loan payments or payments with respect to Facility LCs are to be made. 2.19. NON-RECEIPT OF FUNDS BY THE AGENT. Unless a Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (i) in the 22 29 case of a Lender, the proceeds of a Loan or (ii) in the case of a Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the Agent may assume that such payment has been made. The Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or a Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by a Borrower, the interest rate applicable to the relevant Loan. 2.20. FACILITY LCS. 2.20.1. ISSUANCE. The LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby letters of credit (each, a "Facility LC") and to renew, extend, increase, decrease or otherwise modify each Facility LC ("Modify," and each such action a "Modification"), from time to time from and including the date of this Agreement and prior to the Facility Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $10,000,000 and (ii) the Aggregate Outstanding Credit Exposure shall not exceed the lesser of the Aggregate Commitments and the Borrowing Base. No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Facility Termination Date and (y) one year after its issuance. 2.20.2. PARTICIPATIONS. Upon the issuance or Modification by the LC Issuer of a Facility LC in accordance with this Section 2.20, the LC Issuer shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably sold to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the LC Issuer, a participation in such Facility LC (and each Modification thereof) and the related LC Obligations in proportion to its Pro Rata Share. 2.20.3. NOTICE. Subject to Section 2.20.1, the Borrower shall give the LC Issuer notice prior to noon (Detroit time) at least five Business Days prior to the proposed date of issuance or Modification of each Facility LC, specifying the beneficiary, the proposed date of issuance (or Modification) and the expiry date of such Facility LC, and describing the proposed terms of such Facility LC and the nature of the transactions proposed to be supported thereby. Upon receipt of such notice, the LC Issuer shall promptly notify the Agent, and the Agent shall promptly notify each Lender, of the contents thereof and of the amount of such Lender's participation in such proposed Facility LC. The issuance or Modification by the LC Issuer of any Facility LC shall, in addition to the conditions precedent set forth in Article IV (the satisfaction of which the LC Issuer shall have no duty to ascertain), be subject to the conditions precedent that such Facility LC shall be satisfactory to the LC Issuer and that the Borrower shall have executed and delivered such application agreement and/or such other instruments and agreements relating to such Facility LC as the LC Issuer shall have reasonably requested (each, a "Facility LC Application"). In the event of any conflict between the terms of this Agreement and the terms of any Facility LC Application, the terms of this Agreement shall control. 2.20.4. LC FEES. The Borrower shall pay to the Agent, for the account of the Lenders ratably in accordance with their respective Pro Rata Shares, with respect to each Facility LC, a 23 30 letter of credit fee at a per annum rate equal to the Applicable Margin for Eurodollar Loans in effect from time to time on the face amount of such Facility LC, such fee to be payable in arrears on each Payment Date (each such fee described in this sentence an "LC Fee"). The Borrower shall also pay to the LC Issuer for its own account (x) at the time of issuance of each Facility LC, a fronting fee in an amount to be agreed upon between the LC Issuer and the Borrower, and (y) documentary and processing charges in connection with the issuance or Modification of and draws under Facility LCs in accordance with the LC Issuer's standard schedule for such charges as in effect from time to time. 2.20.5. ADMINISTRATION; REIMBURSEMENT BY LENDERS. Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the LC Issuer shall notify the Agent and the Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by the LC Issuer as a result of such demand and the proposed payment date (the "LC Payment Date"). The responsibility of the LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. The LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by the LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Default or any condition precedent whatsoever, to reimburse the LC Issuer on demand for (i) such Lender's Pro Rata Share of the amount of each payment made by the LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.20.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of the LC Issuer's demand for such reimbursement (or, if such demand is made after 11:00 a.m. (Detroit time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three days and, thereafter, at a rate of interest equal to the rate applicable to Floating Rate Advances. 2.20.6. REIMBURSEMENT BY BORROWER. The Borrower shall be irrevocably and unconditionally obligated to reimburse the LC Issuer on or before the applicable LC Payment Date for any amounts to be paid by the LC Issuer upon any drawing under any Facility LC, without presentment, demand, protest or other formalities of any kind; provided that neither the Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower or such Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the LC Issuer in determining whether a request presented under any Facility LC issued by it complied with the terms of such Facility LC or (ii) the LC Issuer's failure to pay under any Facility LC issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. All such amounts paid by the LC Issuer and remaining unpaid by the Borrower shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the rate applicable to Floating Rate Advances for such day if such day falls on or before the applicable LC Payment Date and (y) the sum of 2% plus the rate applicable to Floating Rate Advances for such day if such day falls after such LC Payment Date. The LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from the Borrower for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by the LC Issuer, but only to the extent such Lender has made payment to the LC Issuer in respect of such Facility LC pursuant to Section 2.20.5. Subject to the terms and 24 31 conditions of this Agreement (including without limitation the submission of a Borrowing Notice in compliance with Section 2.8 and the satisfaction of the applicable conditions precedent set forth in Article IV), the Borrower may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation. 2.20.7. OBLIGATIONS ABSOLUTE. The Borrower's obligations under this Section 2.20 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower may have or have had against the LC Issuer, any Lender or any beneficiary of a Facility LC. The Borrower further agrees with the LC Issuer and the Lenders that the LC Issuer and the Lenders shall not be responsible for, and the Borrower's Reimbursement Obligation in respect of any Facility LC shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even if such documents should in fact prove to be in any or all respects invalid, fraudulent or forged, or any dispute between or among the Borrower, any of its Affiliates, the beneficiary of any Facility LC or any financing institution or other party to whom any Facility LC may be transferred or any claims or defenses whatsoever of the Borrower or of any of its Affiliates against the beneficiary of any Facility LC or any such transferee. The LC Issuer shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Facility LC. The Borrower agrees that any action taken or omitted by the LC Issuer or any Lender under or in connection with each Facility LC and the related drafts and documents, if done without gross negligence or willful misconduct, shall be binding upon the Borrower and shall not put the LC Issuer or any Lender under any liability to the Borrower. Nothing in this Section 2.20.7 is intended to limit the right of the Borrower to make a claim against the LC Issuer for damages as contemplated by the proviso to the first sentence of Section 2.20.6. 2.20.8. ACTIONS OF LC ISSUER. The LC Issuer shall be entitled to rely, and shall be fully protected in relying, upon any Facility LC, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by the LC Issuer. The LC Issuer shall be fully justified in failing or refusing to take any action under this Agreement unless it shall first have received such advice or concurrence of the Required Lenders as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Notwithstanding any other provision of this Section 2.20, the LC Issuer shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and any future holders of a participation in any Facility LC. 2.20.9. INDEMNIFICATION. The Borrower hereby agrees to indemnify and hold harmless each Lender, the LC Issuer and the Agent, and their respective directors, officers, agents and employees from and against any and all claims and damages, losses, liabilities, costs or expenses which such Lender, the LC Issuer or the Agent may incur (or which may be claimed against such Lender, the LC Issuer or the Agent by any Person whatsoever) by reason of or in connection with the issuance, execution and delivery or transfer of or payment or failure to pay under any Facility LC or any actual or proposed use of any Facility LC, including, without limitation, any claims, damages, losses, liabilities, costs or expenses which the LC Issuer may incur by reason of or in 25 32 connection with (i) the failure of any other Lender to fulfill or comply with its obligations to the LC Issuer hereunder (but nothing herein contained shall affect any rights the Borrower may have against any defaulting Lender) or (ii) by reason of or on account of the LC Issuer issuing any Facility LC which specifies that the term "Beneficiary" included therein includes any successor by operation of law of the named Beneficiary, but which Facility LC does not require that any drawing by any such successor Beneficiary be accompanied by a copy of a legal document, satisfactory to the LC Issuer, evidencing the appointment of such successor Beneficiary; provided that the Borrower shall not be required to indemnify any Lender, the LC Issuer or the Agent for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (x) the willful misconduct or gross negligence of the LC Issuer in determining whether a request presented under any Facility LC complied with the terms of such Facility LC or (y) the LC Issuer's failure to pay under any Facility LC after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. Nothing in this Section 2.20.9 is intended to limit the obligations of the Borrower under any other provision of this Agreement. 2.20.10. LENDERS' INDEMNIFICATION. Each Lender shall, ratably in accordance with its Pro Rata Share, indemnify the LC Issuer, its affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees' gross negligence or willful misconduct or the LC Issuer's failure to pay under any Facility LC after the presentation to it of a request strictly complying with the terms and conditions of the Facility LC) that such indemnitees may suffer or incur in connection with this Section 2.20 or any action taken or omitted by such indemnitees hereunder. 2.20.11. FACILITY LC COLLATERAL ACCOUNT. The Borrower agrees that it will, upon the request of the Agent or the Required Lenders and until the final expiration date of any Facility LC and thereafter as long as any amount is due and owing to the LC Issuer or the Lenders in respect of any Facility LC, maintain a special collateral account pursuant to arrangements satisfactory to the Agent (the "Facility LC Collateral Account") at the Agent's office at the address specified pursuant to Article XIII, in the name of such Borrower but under the sole dominion and control of the Agent, for the benefit of the Lenders and in which such Borrower shall have no interest other than as set forth in Section 8.1. After a Default, the Borrower hereby agrees to, automatically and without further action by the Borrower, pledge, assign and grant to the Agent, on behalf of and for the ratable benefit of the Lenders and the LC Issuer, a security interest in all of the Borrower's right, title and interest in and to all funds which may from time to time be on deposit in the Facility LC Collateral Account to secure the prompt and complete payment and performance of the Obligations. The Agent will invest any funds on deposit from time to time in the Facility LC Collateral Account in certificates of deposit of Bank One having a maturity not exceeding 30 days. Nothing in this Section 2.20.11 shall either obligate the Agent to require the Borrower to deposit any funds in the Facility LC Collateral Account until after a Default or limit the right of the Agent to release any funds held in the Facility LC Collateral Account in each case other than as required by Section 8.1. 2.20.12. RIGHTS AS A LENDER. In its capacity as a Lender, the LC Issuer shall have the same rights and obligations as any other Lender. 2.21. EXTENSION OF FACILITY TERMINATION DATE. The Borrower may request a one-year extension of the Facility Termination Date by submitting a request for an extension to the Agent (an "Extension 26 33 Request") no more than 90 and no less than 30 days prior to the fourth anniversary of the closing of this Agreement. Promptly upon receipt of an Extension Request, the Agent shall notify each Lender thereof and shall request each Lender to approve the Extension Request. Each Lender approving the Extension Request shall deliver its written consent no later than 15 days prior to such fourth anniversary of the closing of this Agreement. If the consent of each of the Lenders is received by the Agent, the Facility Termination Date shall be extended by one year and the Agent shall promptly notify the Borrower and each Lender of the new Facility Termination Date. 2.22. REPLACEMENT OF LENDER. If the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any Lender's obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 (any Lender so affected an "Affected Lender"), the Borrower may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender. 2.23. JUDGMENT CURRENCY. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from a Borrower hereunder in the currency expressed to be payable herein (the "specified currency") into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Agent could purchase the specified currency with such other currency at the Agent's main Detroit office on the Business Day preceding that on which final, non-appealable judgment is given. The obligations of the Borrowers in respect of any sum due to any Lender or the Agent hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender or the Agent (as the case may be) may in accordance with normal, reasonable banking procedures purchase the specified currency with such other currency. If the amount of the specified currency so purchased is less than the sum originally due to such Lender or the Agent, as the case may be, in the specified currency, each Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Agent, as the case may be, against such loss, and if the amount of the specified currency so purchased exceeds (a) the sum originally due to any Lender or the Agent, as the case may be, in the specified currency and (b) any amounts shared with other Lenders as a result of allocations of such excess as a disproportionate payment to such Lender under Section 12.2, such Lender or the Agent, as the case may be, agrees to remit such excess to the Borrower. 27 34 ARTICLE III YIELD PROTECTION; TAXES ----------------------- 3.1. YIELD PROTECTION. (a) If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Loans, Facility LCs or participations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Swing Line Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment or Facility LCs or participations therein, then, within 30 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received. (b) NON-U.S. RESERVE COSTS OR FEES WITH RESPECT TO CREDIT EXTENSIONS TO NON-U.S. BORROWERS. If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive of any jurisdiction outside of the United States of America or any subdivision thereof (whether or not having the force of law), imposes or deems applicable any reserve requirement against or fee with respect to assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation, or the LC Issuer, and the result of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, of making or maintaining its Eurodollar 28 35 Loans to or of issuing or participating in Facility LCs upon the request of, or of making or maintaining its Commitment to, any Borrower that is not incorporated under the laws of the United States of America or a state thereof (each a "Non-U.S. Borrower") or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer in connection with such Eurodollar Loans to or Facility LCs applied for by, or Commitment to any Non-U.S. Borrower then, within 30 days of demand by such Lender, or the LC Issuer, as the case may be, such Non-U.S. Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender for such increased cost or reduction in amount received, provided that such Non-U.S. Borrower shall not be required to compensate any Lender for such non-U.S. reserve costs or fees to the extent that an amount equal to such reserve costs or fees is received by such Lender as a result of the calculation of the interest rate applicable to Eurodollar Advances pursuant to clause (i)(b) of the definition of "Eurodollar Rate." 3.2. CHANGES IN CAPITAL ADEQUACY REGULATIONS. If a Lender or the LC Issuer determines the amount of capital required or expected to be maintained by such Lender, or the LC Issuer, any Lending Installation of such Lender or the LC Issuer or any corporation controlling such Lender or LC Issuer is increased as a result of a Change, then, within 30 days of demand by such Lender or the LC Issuer, the Borrower shall pay such Lender or the LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender or the LC Issuer determines is attributable to this Agreement, its Outstanding Credit Exposure or its Commitment to make Loans and issue or participate in Facility LCs or Swing Line Loans, as the case may be, hereunder (after taking into account such Lender's or the LC Issuer's policies as to capital adequacy). "Change" means (i) any change after the date of this Agreement in the Risk-Based Capital Guidelines or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by any Lender or the LC Issuer or any Lending Installation or any corporation controlling any Lender or the LC Issuer. "Risk-Based Capital Guidelines" means (i) the risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement. 3.3. AVAILABILITY OF TYPES OF ADVANCES. If any Lender determines that maintenance of its Eurodollar Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or if the Required Lenders determine that (i) deposits of a type and maturity appropriate to match fund Eurodollar Advances are not available or (ii) the interest rate applicable to Eurodollar Advances does not accurately reflect the cost of making or maintaining Eurodollar Advances, then the Agent shall suspend the availability of Eurodollar Advances and require any affected Eurodollar Advances to be repaid or converted to Floating Rate Advances, subject to the payment of any funding indemnification amounts required by Section 3.4. 3.4. FUNDING INDEMNIFICATION. If any payment of a Eurodollar Advance occurs on a date which is not the last day of the applicable Interest Period or of a Swing Line Loan occurs on a date which is not the scheduled due date thereof, whether because of acceleration, prepayment or otherwise, or a Eurodollar Advance or Swing Line Loan is not made on the date specified by a Borrower for any reason other than default by the Lenders, the relevant Borrower will indemnify each Lender for any loss or cost incurred by it resulting therefrom, including, without limitation, any loss or cost in liquidating or employing deposits acquired to fund or maintain such Eurodollar Advance or Swing Line Loan. 29 36 3.5. TAXES. (i) All payments by any Borrower to or for the account of any Lender, the LC Issuer or the Agent hereunder or under any Note or Facility LC Application shall be made free and clear of and without deduction for any and all Taxes. If any Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Lender, the LC Issuer or the Agent, (a) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.5) such Lender, the LC Issuer or the Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (b) such Borrower shall make such deductions, (c) such Borrower shall pay the full amount deducted to the relevant authority in accordance with applicable law and (d) such Borrower shall furnish to the Agent the original copy of a receipt evidencing payment thereof within 30 days after such payment is made. (ii) In addition, such Borrower hereby agrees to pay any present or future stamp or documentary taxes and any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under any Note or Facility LC Application or from the execution or delivery of, or otherwise with respect to, this Agreement or any Note or Facility LC Application ("Other Taxes"). (iii) Each Borrower hereby agrees to indemnify the Agent, the LC Issuer and each Lender for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed on amounts payable under this Section 3.5) paid by the Agent, the LC Issuer or such Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Payments due under this indemnification shall be made within 30 days of the date the Agent, the LC Issuer or such Lender makes demand therefor pursuant to Section 3.6. (iv) Each Lender that is not incorporated under the laws of the United States of America or a state thereof (each a "Non-U.S. Lender") agrees that it will, not more than ten Business Days after the date of this Agreement, (i) deliver to each of the Borrower and the Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, and (ii) deliver to each of the Borrower and the Agent a United States Internal Revenue Form W-8 or W-9, as the case may be, and certify that it is entitled to an exemption from United States backup withholding tax. Each Non-U.S. Lender further undertakes to deliver to each of the Borrower and the Agent (x) renewals or additional copies of such form (or any successor form) on or before the date that such form expires or becomes obsolete, and (y) after the occurrence of any event requiring a change in the most recent forms so delivered by it, such additional forms or amendments thereto as may be reasonably requested by the Borrower or the Agent. All forms or amendments described in the preceding sentence shall certify that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form or amendment with respect to it and such Lender advises the Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax. (v) For any period during which a Non-U.S. Lender has failed to provide the Borrower with an appropriate form pursuant to clause (iv), above (unless such failure is due to a change in treaty, law or regulation, or any change in the interpretation or administration thereof by any governmental authority, occurring subsequent to the date on which a form originally was required to be provided), such Non-U.S. Lender shall not be entitled to indemnification under this Section 3.5 with respect to Taxes imposed by the United States; provided that, should a Non-U.S. Lender which is otherwise exempt from or subject to 30 37 a reduced rate of withholding tax become subject to Taxes because of its failure to deliver a form required under clause (iv), above, the Borrower shall take such steps as such Non-U.S. Lender shall reasonably request to assist such Non-U.S. Lender to recover such Taxes. (vi) Any Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments under this Agreement or any Note pursuant to the law of any relevant jurisdiction or any treaty shall deliver to the Borrower (with a copy to the Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate. (vii) If the U.S. Internal Revenue Service or any other governmental authority of the United States or any other country or any political subdivision thereof asserts a claim that the Agent did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered or properly completed, because such Lender failed to notify the Agent of a change in circumstances which rendered its exemption from withholding ineffective, or for any other reason), such Lender shall indemnify the Agent and the Borrower fully for all amounts paid, directly or indirectly, by the Agent as tax, withholding therefor, or otherwise, including penalties and interest, and including taxes imposed by any jurisdiction on amounts payable to the Agent under this subsection, together with all costs and expenses related thereto (including attorneys fees and time charges of attorneys for the Agent, which attorneys may be employees of the Agent). The obligations of the Lenders under this Section 3.5(vii) shall survive the payment of the Obligations and termination of this Agreement. 3.6. LENDER STATEMENTS; SURVIVAL OF INDEMNITY. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Eurodollar Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower (with a copy to the Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrower in the absence of manifest error. Determination of amounts payable under such Sections in connection with a Eurodollar Loan shall be calculated as though each Lender funded its Eurodollar Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower of such written statement. The obligations of the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of the Obligations and termination of this Agreement. ARTICLE IV CONDITIONS PRECEDENT -------------------- 4.1. INITIAL CREDIT EXTENSION. The Lenders shall not be required to make the initial Credit Extension hereunder unless the Borrower has furnished to the Agent with sufficient copies for the Lenders: 31 38 (i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested. (viii) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (ix) The Borrower shall have delivered accurate and complete copies of the Agreement for Inventory Purchases, the Convertible Debenture and the Senior Unsecured Notes and agreements and instruments executed in connection therewith, including any amendments thereto, together with a certificate of the Borrower with respect to such matters relating to those agreements as required by the Agent. (x) The 364-Day Credit Agreement shall close simultaneously with this Agreement. (xi) Payment in full and termination of the National City Credit Agreement simultaneously with such initial Credit Extension. (xii) Such other documents as the Agent or its counsel may have reasonably requested. 4.2. EACH CREDIT EXTENSION. The Lenders shall not (except as otherwise set forth in Section 2.5.4. with respect to Revolving Loans for the purpose of repaying Swing Line Loans) be required to make any Credit Extension unless on the applicable Credit Extension Date: (i) There exists no Default or Unmatured Default. 32 39 (ii) The representations and warranties contained in Article V are true and correct as of such Credit Extension Date 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. (iii) If such Credit Extension is to a Foreign Subsidiary Borrower, all requirements to adding such Foreign Subsidiary Borrower to this Agreement specified in Section 8.2 shall have been satisfied. (iv) All legal matters incident to the making of such Credit Extension shall be satisfactory to the Agent and its counsel. Each Borrowing Notice or Swing Line Borrowing Notice, as the case may be, with respect to each such Credit Extension shall constitute a representation and warranty by the Borrower that the conditions contained in Sections 4.2(i) and (ii) have been satisfied. The Agent may require a duly completed compliance certificate in substantially the form of Exhibit B as a condition to making an Advance. ARTICLE V REPRESENTATIONS AND WARRANTIES ------------------------------ The Borrower represents and warrants to the Lenders that: 5.1. EXISTENCE AND STANDING. Each of the Borrower and its Subsidiaries is a corporation, partnership (in the case of Subsidiaries only), limited liability company or similar entity duly and properly incorporated or organized, as the case may be, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted and where the failure to have such authority would not have a Material Adverse Effect. 5.2. AUTHORIZATION AND VALIDITY. Each Borrower has the power and authority and legal right to execute and deliver the Loan Documents to which it is a party and to perform its obligations thereunder. The execution and delivery by each Borrower of the Loan Documents to which it is a party and the performance of its obligations thereunder have been duly authorized by proper corporate (to the extent such concept applies to such entity) proceedings, and the Loan Documents to which each Borrower is a party constitute legal, valid and binding obligations of such Borrower enforceable against such Borrower in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by equitable principles (regardless of whether enforcement is sought in equity or at law). 5.3. NO CONFLICT; GOVERNMENT CONSENT. Neither the execution and delivery by any Borrower of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Borrower or any of its Subsidiaries or (ii) such Borrower's or any Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other 33 40 management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or other material agreement to which such Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such Borrower or a Subsidiary pursuant to the terms of any such indenture, instrument or other material agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any of its Subsidiaries, is required to be obtained by the Borrower or any of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrowers of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents. 5.4. FINANCIAL STATEMENTS. The March 31, 2000 consolidated financial statements of the Borrower and its Subsidiaries heretofore delivered to the Lenders were prepared in accordance with generally accepted accounting principles in effect on the date such statements were prepared and fairly present the consolidated financial condition and operations of the Borrower and its Subsidiaries at such date and the consolidated results of their operations for the period then ended. 5.5. MATERIAL ADVERSE CHANGE. Since March 31, 2000 there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Borrower and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect. 5.6. TAXES. The Borrower and its Subsidiaries have filed all United States federal tax returns and all other tax returns which are required to be filed and have paid all taxes due pursuant to said returns or pursuant to any assessment received by the Borrower or any of its Subsidiaries, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided in accordance with Agreement Accounting Principles. The United States income tax returns of the Borrower and its Subsidiaries have been audited by the Internal Revenue Service through the fiscal year ended March 31, 1997. No tax liens have been filed and no claims are being asserted with respect to any such taxes. The charges, accruals and reserves on the books of the Borrower and its Subsidiaries in respect of any taxes or other governmental charges are adequate. 5.7. LITIGATION AND CONTINGENT OBLIGATIONS. There is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of their officers, threatened against or affecting the Borrower or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. Other than any liability incident to any litigation, arbitration or proceeding which could not reasonably be expected to have a Material Adverse Effect, the Borrower has no material contingent obligations not provided for or disclosed in the financial statements referred to in Section 5.4. 5.8. SUBSIDIARIES. Schedule 1 contains an accurate list of all Subsidiaries of the Borrower as of the date of this Agreement, setting forth their respective jurisdictions of organization and the percentage of their respective Capital Stock owned by the Borrower or other Subsidiaries. All of the issued and outstanding shares of Capital Stock of such Subsidiaries have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and non-assessable. 5.9. ERISA. The Unfunded Liabilities of all Single Employer Plans do not in the aggregate exceed $5,000,000. Neither the Borrower nor any other member of the Controlled Group has incurred, 34 41 or is reasonably expected to incur, any withdrawal liability to Multiemployer Plans in excess of $5,000,000 in the aggregate. Each Plan complies in all material respects with all applicable requirements of law and regulations, no Reportable Event has occurred with respect to any Plan, neither the Borrower nor any other member of the Controlled Group has withdrawn from any Plan or initiated steps to do so, and no steps have been taken to reorganize or terminate any Plan. 5.10. ACCURACY OF INFORMATION. No information, exhibit or report furnished by the Borrower or any of its Subsidiaries to the Agent or to any Lender in connection with the negotiation of, or compliance with, the Loan Documents contained any material misstatement of fact or omitted to state a material fact or any fact necessary to make the statements contained therein not misleading. 5.11. REGULATIONS T, U AND X. Margin Stock constitutes less than 25% of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale, pledge, or other restriction hereunder. 5.12. MATERIAL AGREEMENTS. Neither the Borrower nor any Subsidiary is a party to any agreement or instrument or subject to any charter or other corporate restriction which could reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Subsidiary is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in (i) any agreement to which it is a party, which default could reasonably be expected to have a Material Adverse Effect or (ii) any agreement or instrument evidencing or governing Indebtedness in an outstanding amount equal to or exceeding $5,000,000 in the aggregate. 5.13. COMPLIANCE WITH LAWS. The Borrower and its Subsidiaries have complied with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof having jurisdiction over the conduct of their respective businesses or the ownership of their respective Property except for any failure to comply with any of the foregoing which could not reasonably be expected to have a Material Adverse Effect. 5.14. OWNERSHIP OF PROPERTIES. Except as set forth on Schedule 2, on the date of this Agreement, the Borrower and its Subsidiaries will have good title, free of all Liens other than those permitted by Section 6.14, to all of the Property and assets reflected in the Borrower's most recent consolidated financial statements provided to the Agent as owned by the Borrower and its Subsidiaries. 5.15. PLAN ASSETS; PROHIBITED TRANSACTIONS. The Borrower is not an entity deemed to hold "plan assets" within the meaning of 29 C.F.R. Sec. 2510.3-101 of an employee benefit plan (as defined in Section 3(3) of ERISA) which is subject to Title I of ERISA or any plan (within the meaning of Section 4975 of the Code), and neither the execution of this Agreement nor the making of Credit Extensions hereunder gives rise to a prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code. 5.16. ENVIRONMENTAL MATTERS. In the ordinary course of its business, the officers of the Borrower consider the effect of Environmental Laws on the business of the Borrower and its Subsidiaries, in the course of which they identify and evaluate potential risks and liabilities accruing to the Borrower due to Environmental Laws. On the basis of this consideration, the Borrower has concluded that Environmental Laws cannot reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Subsidiary has received any notice to the effect that its operations are not in material compliance with any of the requirements of applicable Environmental Laws or are the subject of any federal or state investigation evaluating whether any remedial action is needed to respond to a 35 42 release of any toxic or hazardous waste or substance into the environment, which non-compliance or remedial action could reasonably be expected to have a Material Adverse Effect. 5.17. INVESTMENT COMPANY ACT. Neither the Borrower nor any Subsidiary is an "investment company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. 5.18. PUBLIC UTILITY HOLDING COMPANY ACT. Neither the Borrower nor any Subsidiary is a "holding company" or a "subsidiary company" of a "holding company", or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company", within the meaning of the Public Utility Holding Company Act of 1935, as amended. ARTICLE VI COVENANTS --------- During the term of this Agreement, unless the Required Lenders shall otherwise consent in writing: 6.1. FINANCIAL REPORTING. The Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to the Lenders: (i) Within 90 days after the close of each of its fiscal years, an unqualified (except for qualifications relating to changes in accounting principles or practices reflecting changes in generally accepted accounting principles and required or approved by the Borrower's independent certified public accountants) audit report certified by independent certified public accountants acceptable to the Lenders, prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (provided that consolidating statements may be internally prepared and do not need to be certified by such accountants and shall not be required to be delivered until 100 days after the close of each fiscal year) for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statements, and a statement of cash flows, accompanied by any management letter prepared by said accountants. (ii) Within 45 days (or 60 days in the case of consolidating statements) after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss and reconciliation of surplus statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its chief financial officer. (iii) Together with the financial statements required under Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit B signed by its chief financial officer showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. 36 43 (iv) Within 30 Business Days after the end of each month, a Borrowing Base Certificate prepared as of the close of business on the last day of each month and such supporting schedules requested by the Agent, certified as true and correct by the chief financial officer of the Borrower. (v) Within 270 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (vi) As soon as possible and in any event within 15 days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto. (vii) As soon as possible and in any event within 15 days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. (viii) Promptly upon the furnishing thereof to the shareholders of the Borrower, copies of all financial statements, reports and proxy statements so furnished. (ix) Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Borrower or any of its Subsidiaries files with the Securities and Exchange Commission. (x) Such other information (including non-financial information) as the Agent or any Lender may from time to time reasonably request. 6.2. USE OF PROCEEDS. The Borrower will, and will cause each Subsidiary to, use the proceeds of the Credit Extensions for general corporate purposes. The Borrower will not, nor will it permit any Subsidiary to, use any of the proceeds of the Advances to purchase or carry any Margin Stock. 6.3. NOTICE OF DEFAULT. The Borrower will, and will cause each Subsidiary to, give prompt notice in writing to the Lenders of the occurrence of any Default or Unmatured Default and of any other development, financial or otherwise, which could reasonably be expected to have a Material Adverse Effect. 6.4. CONDUCT OF BUSINESS. Other than as permitted under Section 6.11, the Borrower will, and will cause each Subsidiary to, carry on and conduct its business in substantially the same manner and in substantially the same or similar or related fields of enterprise as it is presently conducted and do all things necessary to remain duly incorporated or organized, validly existing and (to the extent such concept applies to such entity) in good standing as a domestic corporation, partnership or limited liability company in its jurisdiction of incorporation or organization, as the case may be, and maintain all 37 44 requisite authority to conduct its business in each jurisdiction in which its business is conducted and where the failure to maintain such authority does not have a Material Adverse Effect. 6.5. TAXES. The Borrower will, and will cause each Subsidiary to, timely file complete and correct United States federal and applicable foreign, state and local tax returns required by law and pay when due all taxes, assessments and governmental charges and levies upon it or its income, profits or Property, except those which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside in accordance with Agreement Accounting Principles. 6.6. INSURANCE. The Borrower will, and will cause each Subsidiary to, maintain with financially sound and reputable insurance companies insurance on all their Property in such amounts and covering such risks as is consistent with sound business practice, and the Borrower will furnish to any Lender upon reasonable request full information as to the insurance carried. 6.7. COMPLIANCE WITH LAWS. The Borrower will, and will cause each Subsidiary to, comply with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject including, without limitation, all Environmental Laws, the non-compliance with which would have a Material Adverse Effect . 6.8. MAINTENANCE OF PROPERTIES. The Borrower will, and will cause each Subsidiary to, do all things necessary to maintain, preserve, protect and keep its Property in good repair, working order and condition, ordinary wear and tear excepted and excluding assets which are obsolete or otherwise no longer useful in the business of the Borrower or any of its Subsidiaries, and make all necessary and proper repairs, renewals and replacements so that its business carried on in connection therewith may be properly conducted at all times. 6.9. INSPECTION. Upon reasonable notice from the Agent and the Lenders, the Borrower will, and will cause each Subsidiary to, permit the Agent and the Lenders, by their respective representatives and agents, to inspect any of the Property, books and financial records of the Borrower and each Subsidiary, to examine and make copies of the books of accounts and other financial records of the Borrower and each Subsidiary, and to discuss the affairs, finances and accounts of the Borrower and each Subsidiary with, and to be advised as to the same by, their respective officers at such reasonable times and intervals as the Agent or any Lender may designate. 6.10. INDEBTEDNESS. The Borrower will not, nor will it permit any Subsidiary to, create, incur or suffer to exist any Indebtedness, except: (i) The Obligations. (ii) Indebtedness existing on the date hereof and described in Schedule 2, but no increase in the principal amount thereof, as such amount is reduced from time to time. (iii) Indebtedness arising in connection with transactions permitted by Section 6.12(v), but no increase in the principal amount thereof. (iv) Other Indebtedness in aggregate outstanding amount not to exceed 10% of Consolidated Tangible Net Worth, provided that the aggregate amount of such other Indebtedness of any Subsidiaries of the Borrower shall not exceed 3% of Consolidated Tangible Net Worth. 38 45 6.11. MERGER. The Borrower will not, nor will it permit any Subsidiary to, merge or consolidate with or into any other Person, except that a Subsidiary may merge into the Borrower (provided the Borrower is the surviving corporation) or a Wholly-Owned Subsidiary. The Borrower will merge certain of its Domestic Subsidiaries (with the Borrower being the surviving corporation) or take such other action such that, as of (i) the date sixty days after the date hereof, (ii) each one year anniversary of the date hereof and (iii) each date a Significant Subsidiary or any one or more Subsidiaries which, if considered in the aggregate as a single Subsidiary, would be a Significant Subsidiary of the Borrower that is not a Guarantor is created, acquired or otherwise comes into existence, the Borrower and all Foreign Subsidiary Borrowers which have 65% of their Capital Stock pledged pursuant to a Pledge Agreement shall directly own at least 75% of the total consolidated assets (other than accounts or notes receivable transferred in accordance with Section 6.12(v) to a Securitization Entity in connection with a Permitted Securitization Transaction) of the Borrower and its Subsidiaries and shall account for at least 75% of the consolidated net revenues of the Borrower and its Subsidiaries as of the end of the most recently ended four consecutive fiscal quarters of the Borrower on a pro forma basis acceptable to the Agent. In connection with any such Pledge Agreement, the Borrower will deliver or cause to be delivered such stock certificates, legal opinions and other documents reasonably required by the Agent. 6.12. SALE OF ASSETS. The Borrower will not, nor will it permit any Subsidiary to, lease, sell or otherwise dispose of its Property to any other Person, except: (i) Sales of inventory in the ordinary course of business and the sale of assets not material in amount in the aggregate and which are obsolete and no longer useful in the business of the Borrower or any of its Subsidiaries. (ii) Sales or other dispositions in the ordinary course of business of fixed assets for the purpose of replacing such fixed assets, provided that any such fixed asset is replaced within 180 days of such sale or other disposition with other fixed assets which have a fair market value not materially less than the fixed assets sold or otherwise disposed of and provided that the aggregate amount sold or otherwise disposed under this Section 6.12(ii) does not exceed a Substantial Portion. (iii) The transfer of any assets from a Subsidiary to the Borrower or a Guarantor. (iv) Leases, sales or other dispositions of its Property that, together with all other Property of the Borrower and its Subsidiaries previously leased, sold or disposed of (other than inventory in the ordinary course of business) as permitted by this Section 6.12(iv) during the twelve-month period ending with the month in which any such lease, sale or other disposition occurs, do not constitute a Substantial Portion of the Property of the Borrower and its Subsidiaries. (v) Any sale or other transfer of an interest in accounts or notes receivable on a limited recourse basis, acceptable to the Agent, provided that (a) such transfer qualifies as a sale under Agreement Accounting Principles, (b) the aggregate amount of such financing does not exceed $150,000,000 at any one time outstanding and (c) the Aggregate Commitment hereunder and under the 364-Day Credit Agreement is reduced, on a pro rata basis between the Aggregate Commitment hereunder and under the 364-Day Credit Agreement, by an amount equal to 100% of the aggregate amount of such financing in 39 46 excess of $50,000,000 (any such sale or other transfer, a "Permitted Securitization Transaction"). 6.13. INVESTMENTS AND ACQUISITIONS. The Borrower will not, nor will it permit any Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except: (i) Cash Equivalent Investments. (ii) (a) Existing Investments in Subsidiaries and other Investments in existence on the date hereof and described in Schedule 1, (b) Investments in a Securitization Entity in connection with Permitted Securitization Transactions and in an aggregate outstanding amount not to exceed 20% of the aggregate amount of all Permitted Securitization Transactions and (c) additional Investments in Subsidiaries not to exceed $5,000,000 in the aggregate. (iii) Other Investments and Acquisitions of the Borrower and its Subsidiaries, provided that (a) immediately before and after giving effect to such Investment or Acquisition, no Default or Unmatured Default shall exist or shall have occurred and be continuing and the representations and warranties contained in Article V and in the other Loan Documents shall be true and correct on and as of the date thereof (both before and after such Investment or Acquisition is consummated) as if made on the date such Investment or Acquisition is consummated, (b) the target of such Investment or Acquisition is in substantially the same line of business or a similar or related line of business as the Borrower, (c) the Board of Directors and the management of the target of such Investment or Acquisition has approved such Investment or Acquisition, and (d) the consideration paid or payable or otherwise advanced in connection with all Investments and Acquisitions permitted by this Section 6.13(iii), including without limitation any Indebtedness assumed in connection therewith or Contingent Liabilities incurred in connection therewith, shall not exceed $10,000,000 in the aggregate since the date of this Agreement. (iv) Other Investments and Acquisitions of the Borrower and its Subsidiaries, provided that (a) immediately before and after giving effect to such Investment or Acquisition, no Default or Unmatured Default shall exist or shall have occurred and be continuing and the representations and warranties contained in Article V and in the other Loan Documents shall be true and correct on and as of the date thereof (both before and after such Investment or Acquisition is consummated) as if made on the date such Investment or Acquisition is consummated, (b) at least 5 Business Days' prior to the consummation of such Investment or Acquisition, the Borrower shall have provided to the Agent an opinion of counsel and a certificate of an Authorized Officer each stating that such Investment or Acquisition complies with this Section 6.13(iv), all laws and regulations and any other conditions under this Agreement relating to such transaction have been satisfied, and such certificate shall contain such other information and certifications as requested by the Agent and be in form and substance satisfactory to the Agent, (c) at least 5 Business Days' prior to the consummation of such Investment or Acquisition, the Borrower shall have delivered all agreements and documents relating to such Investment or Acquisition, and the Agent shall have completed a satisfactory review thereof and completed such other due diligence satisfactory to the Agent, (d) at least 5 Business 40 47 Days prior to the consummation of such Investment or Acquisition, Borrower shall have provided to the Agent a certificate of an Authorized Officer attaching pro forma computations acceptable to the Agent to demonstrate pro forma compliance with the financial covenants for the twelve month period ending on the last day of the Borrower's most recently completed fiscal quarter as if such Acquisition had occurred on the first day of such twelve month period, (e) the target of such Investment or Acquisition is in substantially the same line of business or a similar or related line of business as the Borrower, (f) the Board of Directors and the management of the target of such Investment or Acquisition have approved such Investment or Acquisition, (g) the consideration paid or payable or otherwise advanced in connection with all Investments and Acquisitions permitted by this Section 6.13(iv), including without limitation any Indebtedness assumed in connection therewith or Contingent Liabilities incurred in connection therewith, shall not exceed $50,000,000 in the aggregate per year or $100,000,000 in the aggregate since the date of this Agreement and (h) after giving effect to such Investment or Acquisition on a pro forma basis acceptable to the Agent, the Borrower shall have unused availability under Section 2.1 of this Agreement and Section 2.1 of the 364-Day Credit Agreement of at least $25,000,000 in the aggregate and the Leverage Ratio shall be at least 0.15 below the level required under Section 6.17.2. 6.14. LIENS. The Borrower will not, nor will it permit any Subsidiary to, create, incur, or suffer to exist any Lien in, of or on the Property of the Borrower or any of its Subsidiaries, except: (i) Liens for taxes, assessments or governmental charges or levies on its Property if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with Agreement Accounting Principles shall have been set aside on its books. (ii) Statutory Liens imposed by law, such as bankers', carriers', warehousemen's, mechanics' and landlords', vendor's, materialmen's, repairmen's liens and other similar liens arising in the ordinary course of business which secure payment of obligations not more than 60 days past due or which are being contested in good faith by appropriate proceedings and for which adequate reserves shall have been set aside on its books. (iii) Liens arising out of pledges or deposits under worker's compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits or similar legislation. (iv) Easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and which do not in any material way affect the marketability of the same or interfere with the use thereof in the business of the Borrower or its Subsidiaries. (v) Liens existing on the date hereof and described in Schedule 2. (vi) Liens incurred in connection with any transfer of an interest in accounts or notes receivable which is permitted pursuant to Section 6.12(v) and which are required to consummate such Permitted Securitization Transaction. 41 48 (vii) Liens arising out of deposits to secure the performance of bids, trade contracts (other than contracts for the payment of money), leases, licenses, franchises, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business in an aggregate amount not to exceed $5,000,000 at any time. (viii) Liens arising with respect to rights of lessees or sublessees under Operating Leases in assets leased by the Borrower or any Subsidiary under an Operating Lease. (ix) Liens in favor of the Agent and the Lenders under any Pledge Agreements. (x) Any other Lien on any fixed assets of the Borrower or any of its Subsidiaries, provided that the aggregate outstanding amount of the Indebtedness secured by all such Liens does not exceed $10,000,000. (xi) Any extension, renewal or replacement (or successive extension, renewal, or replacement) in whole or in part, of any Lien referred to in the foregoing clauses (i) through (x) inclusive; PROVIDED, HOWEVER, that the principal amount of Indebtedness secured thereby shall not exceed the principal amount of Indebtedness so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to all or a part of the property which secured the Lien so extended, renewed or replaced. 6.15. AFFILIATES. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction. 6.16. FINANCIAL CONTRACTS. The Borrower will not, nor will it permit any Subsidiary to, enter into or remain liable upon any Financial Contract for purposes of financial speculation. 6.17. FINANCIAL COVENANTS. 6.17.1. FIXED CHARGE COVERAGE RATIO. The Borrower will not permit the ratio, determined as of the end of each of its fiscal quarters for the then most-recently ended four fiscal quarters, of (i) Consolidated EBITDA minus Consolidated Capital Expenditures plus Consolidated Rentals, to (ii) Consolidated Interest Expense, plus Consolidated Rentals, plus current maturities of principal Indebtedness, plus expense for taxes paid or accrued, plus any dividends or other distributions on the Capital Stock of the Borrower and all redemptions, repurchases and other acquisitions or retirements any of Capital Stock of the Borrower, plus all interest expense related to the Convertible Debentures, all calculated for the Borrower and its Subsidiaries on a consolidated basis, to be less than (x) 1.25 to 1.0 as of the end of any fiscal quarter ending on or after the date hereof and on or before March 31, 2001, or (y) 1.35 to 1.0 as of the end of any fiscal quarter thereafter. 6.17.2. LEVERAGE RATIO. The Borrower will not permit the ratio, determined as of the end of each of its fiscal quarters for the then most-recently ended four fiscal quarters, of (i) Consolidated Debt to (ii) Consolidated EBITDA for the then most-recently ended four fiscal 42 49 quarters to be greater than (a) 3.25 to 1.0 as of the end of any fiscal quarter ending on or after the date hereof and on or before December 31, 2001, (b) 3.00 to 1.0 as of the end of any fiscal quarter ending on or after March 31, 2002 and on or before December 31, 2002 or (c) 2.75 to 1.0 as of the end of any fiscal quarter thereafter. 6.17.3. MINIMUM NET WORTH. The Borrower will at all times maintain Consolidated Net Worth of not less than the sum of (i) $410,000,000 plus (ii) 50% of Consolidated Net Income earned in each fiscal year beginning with the fiscal year ending March 31, 2001 (without deduction for losses) plus (iii) 100% of the net cash proceeds received by the Borrower from the issuance or other sale of its or its Subsidiaries' Capital Stock. 6.18. GUARANTIES. If at any time the Domestic Subsidiaries (other than Securitization Entities) of the Borrower are no longer prohibited from guaranteeing the Obligations by any of the agreements of the Borrower existing as of the date hereof and the providing of Guaranties hereunder by the Domestic Subsidiaries (other than Securitization Entities) of the Borrower would not require the delivery of guarantees or the granting of Liens by such Domestic Subsidiaries under other agreements of the Borrower existing as of the date hereof, if requested by the Agent or the Required Lenders, the Borrower will cause such Domestic Subsidiaries (other than Securitization Entities) to guarantee the Obligations and to execute and deliver to the Agent such guaranties, resolutions and related corporate documents and opinions of counsel reasonably requested by the Agent in connection therewith. The Borrower will not permit any of its Subsidiaries to incur any Contingent Obligations with respect to any Indebtedness of the Borrower or any other Subsidiary without providing Guaranties of such Subsidiaries pursuant to this Agreement. 6.19. OTHER INDEBTEDNESS. (i) The Borrower will not, and will not permit any Subsidiary to, make any amendment, supplement or modification to the Convertible Debenture, the Senior Unsecured Notes or any agreements or instruments executed in connection therewith or directly or indirectly voluntarily or optionally prepay, defease or in substance defease, purchase, redeem, retire or otherwise acquire, any Indebtedness or other liabilities or obligations outstanding thereunder. (ii) The Borrower will not, and will not permit any Subsidiary to, make any amendment, supplement or modification to the Agreement for Inventory Purchases or any agreements or instruments executed in connection therewith which is materially adverse to the Borrower or any of its Subsidiaries or to any Lender, or directly or indirectly voluntarily or optionally prepay, defease or in substance defease, purchase, redeem, retire or otherwise acquire, any Indebtedness or other liabilities or obligations outstanding thereunder. (iii) If at any time any Borrower or Guarantor shall enter into or be a party to any instrument or agreement with respect to any Indebtedness which in the aggregate, together with any related Indebtedness, exceeds $5,000,000 (other than Indebtedness permitted to be secured by Liens allowed under Section 6.14(ix)), relating to or amending any terms or conditions applicable to any of such Indebtedness which includes covenants or defaults not substantially provided for in this Agreement or more favorable to the lender or lenders thereunder than those provided for in this Agreement, then the Borrower shall promptly so advise the Agent and the Lenders. Thereupon, if the Agent or the Required Lenders shall request, upon notice to the Borrower, the Agent and the Lenders shall enter into an amendment to this Agreement or an additional agreement (as the Agent may request), providing for substantially the same covenants and defaults as those provided for in such instrument or agreement to the extent required and as may be selected by the Agent or the Required Lenders, as the case may be. In addition to the foregoing, any covenants or defaults or similar provisions (which include without limitation any provisions requiring any mandatory prepayments or defeasance) contained the Agreement for 43 50 Inventory Purchases, the Convertible Debenture, the Senior Unsecured Notes or any agreements or instruments executed in connection therewith not substantially provided for in this Agreement or more favorable to the holders of the obligations issued in connection therewith are hereby incorporated by reference into this Agreement to the same extent as if set forth fully herein, and no subsequent amendment, waiver, termination or modification thereof shall affect any such covenants or defaults as incorporated herein. ARTICLE VII DEFAULTS -------- The occurrence of any one or more of the following events shall constitute a Default: 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date as of which made. 7.2. Nonpayment of principal of any Loan when due within one Business Day (or five Business Days if such payment is required solely because the Aggregate Outstanding Credit Exposure exceeds the Borrowing Base as a result of the Agent determining that inventory or accounts receivable of a type previously included in the Borrowing Base are no longer eligible to be so included as a result of the Agent exercising its reasonable credit judgment as described in the definitions of Eligible Accounts Receivable and Eligible Inventory) after the same becomes due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest upon any Loan or of any facility fee, LC Fee or other obligations under any of the Loan Documents within five Business Days after the same becomes due. 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 or 6.19. 7.4. The breach by any Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within 15 days after written notice from the Agent or any Lender. 7.5. Failure of the Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligation aggregating in excess of $5,000,000 ("Material Indebtedness"); or the default by the Borrower or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 44 51 7.6. The Borrower or any of its Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7. Without the application, approval or consent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 30 consecutive days. 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9. The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $5,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.10. The Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $5,000,000 or any Reportable Event shall occur in connection with any Plan. 7.11. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), exceeds $5,000,000. 7.12. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $5,000,000. 45 52 7.13. The Borrower or any of its Subsidiaries shall (i) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii), could reasonably be expected to have a Material Adverse Effect. 7.14. Any Change in Control shall occur. 7.15. The occurrence of any "default", as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided. 7.16. Any Guaranty or Pledge Agreement, to the extent ever in existence, shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Guaranty or Pledge Agreement, or any Guarantor or Borrower shall fail to comply with any of the terms or provisions of any Guaranty or Pledge Agreement to which it is a party, or any Guarantor or Borrower shall deny that it has any further liability under any Guaranty or Pledge Agreement to which it is a party, or shall give notice to such effect. 7.17. The representations and warranties set forth in Section 5.15 ("Plan Assets; Prohibited Transactions") shall at any time not be true and correct. 7.18 Any termination of the Agreement for Inventory Purchases (or the receipt by Borrower or the Agent of a notice of termination from IBM Credit Corporation or any of its Affiliates relating to the Agreement for Inventory Purchases that is not revoked within sixty days) or any material reduction in the amount of the credit facility under the Agreement for Inventory Purchases, provided, however, upon the receipt by Borrower or the Agent of a notice of termination from IBM Credit Corporation relating to the Agreement for Inventory Purchases, the Lenders' and LC Issuer's Commitments shall immediately terminate; provided, further, that the occurrence of any of the foregoing will not be a Default or terminate the Commitments if the ability of the Borrower and its Subsidiaries to purchase or finance inventory previously purchased or financed under the Agreement for Inventory Purchases is not materially diminished (such as by the providing of trade credit by IBM Credit Corporation or any of its Affiliates or other credit on terms comparable to the terms of the Agreement for Inventory Purchases) as reasonably determined by the Agent. ARTICLE VIII ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES ---------------------------------------------- 8.1. ACCELERATION; FACILITY LC COLLATERAL ACCOUNT . (i) If any Default described in Section 7.6 or 7.7 occurs with respect to the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility LCs shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Agent, the LC Issuer or any Lender and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time, less (y) the amount on deposit in the Facility LC 46 53 Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the "Collateral Shortfall Amount"). If any other Default occurs, the Agent, with the consent of or at the request of the Required Lenders (a) may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility LCs, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each Borrower hereby expressly waives, and (b) upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account. Notwithstanding any provision to the contrary, it is understood that, other than with respect to a Default described in Section 7.6 of 7.7, (1) no Lender has the right to individually terminate its obligations to make Loans hereunder (such right of termination residing with the Agent as provided above), and (2) no Lender has the right to declare its Loans due and payable prior to maturity (such right to declare the Loans due and payable residing with the Agent as provided above). (ii) If at any time while any Default is continuing, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account. (iii) The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuer under the Loan Documents. (iv) At any time while any Default is continuing, neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account. After all of the Obligations have been indefeasibly paid in full and the Aggregate Commitment has been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such time. (v) If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and the obligation and power of the LC Issuer to issue Facility LCs hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination. 8.2. AMENDMENTS. Subject to the provisions of this Article VIII, the Required Lenders (or the Agent with the consent in writing of the Required Lenders) and the Borrowers may enter into agreements supplemental hereto for the purpose of adding or modifying any provisions to the Loan Documents or changing in any manner the rights of the Lenders or the Borrowers hereunder or waiving any Default hereunder; provided, however, that no such supplemental agreement shall, without the consent of all of the Lenders: 47 54 (i) Extend the final maturity of any Loan, or extend the expiry date of any Facility LC to a date after the Facility Termination Date or forgive all or any portion of the principal amount thereof, any accrued interest or fees or any Reimbursement Obligation related thereto, or reduce the Applicable Margin or the Applicable Fee Rate or extend the time of payment of interest or fees thereon or Reimbursement Obligations related thereto. (ii) Reduce the percentage specified in the definition of Required Lenders. (iii) Extend the Facility Termination Date, or reduce the amount or extend the payment date for, the mandatory payments required under Section 2.2 (including any mandatory payment required as a result of the terms of Section 6.12(v)), or increase the amount of the Aggregate Commitment (other than as allowed under Section 2.6(iii)), the Commitment of any Lender (other than as allowed under Section 2.6(iii)) hereunder or the commitment to issue Facility LCs, or permit any Borrower to assign its rights under this Agreement. (iv) Amend this Section 8.2 or Section 2.6(iii). (v) Release the Borrower as a Guarantor hereunder or, except as permitted by the Loan Documents, release all or substantially all of any collateral pledged under any Pledge Agreement. No amendment of any provision of this Agreement relating to the Agent shall be effective without the written consent of the Agent, no amendment of any provisions relating to the LC Issuer shall be effective without the written consent of the LC Issuer and no amendment of any provision of this Agreement relating to the Swing Line Lender or any Swing Line Loans shall be effective without the written consent of the Swing Line Lender. The Agent may waive payment of the fee required under Section 12.3.2 without obtaining the consent of any other party to this Agreement. Notwithstanding anything herein to the contrary, no Defaulting Lender shall be entitled to vote (whether to consent or to withhold its consent) with respect to any amendment, modification, termination or waiver and, for purposes of the determining the Required Lenders, the Commitments and the Outstanding Credit Exposure of each Defaulting Lender shall be disregarded and the Agent shall have the ability, but not the obligation, to replace any Defaulting Lender with another lender or lenders. In addition to the above, any Foreign Subsidiaries of the Borrower may be added as Foreign Subsidiary Borrowers hereto at any time upon (A) the execution and delivery by the Borrower, such Foreign Subsidiary Borrower and the Agent, of a joinder agreement in form satisfactory to the Agent providing for such Subsidiary to become a Foreign Subsidiary Borrower, (B) the execution and delivery by the Borrower of a Guaranty with respect to such Foreign Subsidiary Borrower, (C) the delivery to the Agent of such legal opinions, resolutions and corporate documents as requested by the Agent, (D) the delivery such other documents with respect thereto as the Agent shall reasonably request and (E) the written approval of the Agent. 8.3. PRESERVATION OF RIGHTS. No delay or omission of the Lenders, the LC Issuer or the Agent to exercise any right under the Loan Documents shall impair such right or be construed to be a waiver of any Default or an acquiescence therein, and the making of a Credit Extension notwithstanding the existence of a Default or the inability of the Borrowers to satisfy the conditions precedent to such Credit Extension shall not constitute any waiver or acquiescence. Any single or partial exercise of any such right shall not preclude other or further exercise thereof or the exercise of any other right, and no waiver, amendment or other variation of the terms, conditions or provisions of the Loan Documents whatsoever 48 55 shall be valid unless in writing signed by the Lenders required pursuant to Section 8.2, and then only to the extent in such writing specifically set forth. All remedies contained in the Loan Documents or by law afforded shall be cumulative and all shall be available to the Agent, the LC Issuer and the Lenders until the Obligations have been paid in full. ARTICLE IX GENERAL PROVISIONS ------------------ 9.1. SURVIVAL OF REPRESENTATIONS. All representations and warranties of the Borrowers contained in this Agreement, as updated from time to time in accordance with Section 8.2, shall survive the making of the Credit Extensions herein contemplated. 9.2. GOVERNMENTAL REGULATION. Anything contained in this Agreement to the contrary notwithstanding, neither the LC Issuer nor any Lender shall be obligated to extend credit to any Borrower in violation of any limitation or prohibition provided by any applicable statute or regulation. 9.3. HEADINGS. Section headings in the Loan Documents are for convenience of reference only, and shall not govern the interpretation of any of the provisions of the Loan Documents. 9.4. ENTIRE AGREEMENT. The Loan Documents embody the entire agreement and understanding among the Borrowers, the Agent, the LC Issuer and the Lenders and supersede all prior agreements and understandings among the Borrower, the Agent, the LC Issuer and the Lenders relating to the subject matter thereof other than the fee letter described in Section 10.13. 9.5. SEVERAL OBLIGATIONS; BENEFITS OF THIS AGREEMENT. The respective obligations of the Lenders hereunder are several and not joint and no Lender shall be the partner or agent of any other (except to the extent to which the Agent is authorized to act as such). The failure of any Lender to perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder. This Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties to this Agreement and their respective successors and assigns, provided, however, that the parties hereto expressly agree that the Arranger shall enjoy the benefits of the provisions of Sections 9.6, 9.10 and 10.11 to the extent specifically set forth therein and shall have the right to enforce such provisions on its own behalf and in its own name to the same extent as if it were a party to this Agreement. 9.6. EXPENSES; INDEMNIFICATION. (i) The Borrower shall reimburse the Agent and the Arranger for any costs, internal charges and out-of-pocket expenses (including reasonable attorneys' fees and time charges of attorneys for the Agent, which attorneys may be employees of the Agent) paid or incurred by the Agent or the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the Agent, the Arranger, the LC Issuer and the Lenders for any costs, internal charges and out-of-pocket expenses (including reasonable attorneys' fees and time charges of attorneys for the Agent, the Arranger, the LC Issuer and the Lenders, which attorneys may be employees of the Agent, the Arranger, the LC Issuer or the Lenders) paid or incurred by the Agent, the Arranger, the LC Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by 49 56 the Borrower under this Section include, without limitation, costs and expenses incurred in connection with the Reports described in the following sentence. The Borrower acknowledges that from time to time Bank One may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the "Reports") pertaining to the Borrower's assets for internal use by Bank One from information furnished to it by or on behalf of the Borrower, after Bank One has exercised its rights of inspection pursuant to this Agreement. (ii) The Borrower hereby further agrees to indemnify the Agent, the Arranger, the LC Issuer and each Lender, their respective affiliates, and each of their directors, officers and employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Agent, the Arranger, the LC Issuer or any Lender or any affiliate is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Credit Extension hereunder except to the extent that they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the party seeking indemnification. The obligations of the Borrower under this Section 9.6 shall survive the termination of this Agreement. 9.7. NUMBERS OF DOCUMENTS. All statements, notices, closing documents, and requests hereunder shall be furnished to the Agent with sufficient counterparts so that the Agent may furnish one to each of the Lenders. 9.8. ACCOUNTING. (i) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof in the manner described in subsection (ii) below) be prepared, in accordance with Agreement Accounting Principles (subject, in the case of financial statements which are not fiscal year end statements, to the absence of footnotes and year-end audit adjustments); PROVIDED that, if the Borrower notifies the Agent that it wishes to amend any covenant in Article VI to eliminate the effect of any change in Agreement Accounting Principles (or if the Agent notifies the Borrower that the Agent or the Required Lenders wish to amend Article VI for such purpose), then the Borrower's compliance with such covenants shall be determined on the basis of Agreement Accounting Principles in effect immediately before the relevant change in Agreement Accounting Principles became effective until either such notice is withdrawn or such covenant or any such defined term is amended in a manner satisfactory to the Borrower and the Required Lenders. Notwithstanding anything herein, in any financial statements of the Borrower or in Agreement Accounting Principles to the contrary, for purposes of calculating and determining compliance with the financial covenants in Article VI and determining the Applicable Margin, including defined terms used therein, any Acquisition made by the Borrower or any of its Subsidiaries, including through mergers or consolidations and including any related financing transactions, during the period for which such financial covenants and the Applicable Margin were calculated shall be deemed to have occurred on the first day of the relevant period for which such financial covenants and the Applicable Margin were calculated on a pro forma basis acceptable to the Agent. (ii) The Borrower shall deliver to the Lenders at the same time as the delivery of any financial statement under Section 6.1(i) or (ii): (x) a description in reasonable detail of any material variation between the application or other modification of accounting principles employed in the preparation of such statement and the application or other modification of accounting principles employed in the preparation of the immediately prior annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (i) above and (y) reasonable estimates of 50 57 the difference between such statements arising as a consequence thereof. 9.9. SEVERABILITY OF PROVISIONS. Any provision in any Loan Document that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of all Loan Documents are declared to be severable. 9.10. NONLIABILITY OF LENDERS. The relationship between the Borrowers on the one hand and the Lenders, the LC Issuer and the Agent on the other hand shall be solely that of borrower and lender. Neither the Agent, the Arranger nor any Lender shall have any fiduciary responsibilities to the Borrowers. Neither the Agent, the Arranger, the LC Issuer nor any Lender undertakes any responsibility to the Borrowers to review or inform the Borrowers of any matter in connection with any phase of any Borrower's business or operations. Each Borrower agrees that neither the Agent, the Arranger, the LC Issuer nor any Lender shall have liability to such Borrower (whether sounding in tort, contract or otherwise) for losses suffered by such Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Agent, the Arranger, the LC Issuer nor any Lender shall have any liability with respect to, and each Borrower hereby waives, releases and agrees not to sue for, any special, indirect, consequential or punitive damages suffered by such Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. 9.11. CONFIDENTIALITY. Each Lender agrees to hold any confidential information which it may receive from the Borrowers pursuant to this Agreement in confidence, except for disclosure (i) to its Affiliates and to other Lenders and their respective Affiliates, (ii) to legal counsel, accountants, and other professional advisors to such Lender or to a Transferee, (iii) to regulatory officials, (iv) to any Person as requested pursuant to or as required by law, regulation, or legal process, (v) to any Person in connection with any legal proceeding to which such Lender is a party, (vi) to such Lender's direct or indirect contractual counterparties in swap agreements or to legal counsel, accountants and other professional advisors to such counterparties, and (vii) permitted by Section 12.4. 9.12. NONRELIANCE. Each Lender hereby represents that it is not relying on or looking to any Margin Stock for the repayment of the Credit Extensions provided for herein. 9.13. DISCLOSURE. The Borrowers and each Lender hereby acknowledge and agree that Bank One and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with the Borrower and its Affiliates. ARTICLE X THE AGENT --------- 10.1. APPOINTMENT; NATURE OF RELATIONSHIP. Bank One, Michigan is hereby appointed by each of the Lenders as its contractual representative (herein referred to as the "Agent") hereunder and under 51 58 each other Loan Document, and each of the Lenders irrevocably authorizes the Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. The Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. Notwithstanding the use of the defined term "Agent," it is expressly understood and agreed that the Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders' contractual representative, the Agent (i) does not hereby assume any fiduciary duties to any of the Lenders, (ii) is a "representative" of the Lenders within the meaning of the Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Each of the Lenders hereby agrees to assert no claim against the Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives. 10.2. POWERS. The Agent shall have and may exercise such powers under the Loan Documents as are specifically delegated to the Agent by the terms of each thereof, together with such powers as are reasonably incidental thereto. The Agent shall have no implied duties to the Lenders, or any obligation to the Lenders to take any action thereunder except any action specifically provided by the Loan Documents to be taken by the Agent. 10.3. GENERAL IMMUNITY. Neither the Agent nor any of its directors, officers, agents or employees shall be liable to the Borrowers, the Lenders or any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Loan Document or in connection herewith or therewith except to the extent such action or inaction is determined in a final non-appealable judgment by a court of competent jurisdiction to have arisen from the gross negligence or willful misconduct of such Person. 10.4. NO RESPONSIBILITY FOR LOANS, RECITALS, ETC. Neither the Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into, or verify (a) any statement, warranty or representation made in connection with any Loan Document or any borrowing hereunder; (b) the performance or observance of any of the covenants or agreements of any obligor under any Loan Document, including, without limitation, any agreement by an obligor to furnish information directly to each Lender; (c) the satisfaction of any condition specified in Article IV, except receipt of items required to be delivered solely to the Agent; (d) the existence or possible existence of any Default or Unmatured Default; (e) the validity, enforceability, effectiveness, sufficiency or genuineness of any Loan Document or any other instrument or writing furnished in connection therewith; (f) the value, sufficiency, creation, perfection or priority of any Lien in any collateral security; or (g) the financial condition of any Borrower or any guarantor of any of the Obligations or of any of the Borrower's or any such guarantor's respective Subsidiaries. The Agent shall have no duty to disclose to the Lenders information that is not required to be furnished by the Borrowers to the Agent at such time, but is voluntarily furnished by the Borrowers to the Agent (either in its capacity as Agent or in its individual capacity). 10.5. ACTION ON INSTRUCTIONS OF LENDERS. The Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder and under any other Loan Document in accordance with written instructions signed by the Required Lenders, and such instructions and any action taken or failure to act pursuant thereto shall be binding on all of the Lenders. The Lenders hereby acknowledge that the Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so 52 59 by the Required Lenders. The Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action. 10.6. EMPLOYMENT OF AGENTS AND COUNSEL. The Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's duties hereunder and under any other Loan Document. 10.7. RELIANCE ON DOCUMENTS; COUNSEL. The Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by the Agent, which counsel may be employees of the Agent. 10.8. AGENT'S REIMBURSEMENT AND INDEMNIFICATION. The Lenders agree to reimburse and indemnify the Agent ratably in proportion to their respective Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower for which the Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other expenses incurred by the Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including, without limitation, for any expenses incurred by the Agent in connection with any dispute between the Agent and any Lender or between two or more of the Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against the Agent in connection with any dispute between the Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent and (ii) any indemnification required pursuant to Section 3.5(vii) shall, notwithstanding the provisions of this Section 10.8, be paid by the relevant Lender in accordance with the provisions thereof. The obligations of the Lenders under this Section 10.8 shall survive payment of the Obligations and termination of this Agreement. 10.9. NOTICE OF DEFAULT. The Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Unmatured Default hereunder unless the Agent has received written notice from a Lender or the Borrower referring to this Agreement describing such Default or Unmatured Default and stating that such notice is a "notice of default". In the event that the Agent receives such a notice, the Agent shall give prompt notice thereof to the Lenders. 10.10. RIGHTS AS A LENDER. In the event the Agent is a Lender, the Agent shall have the same rights and powers hereunder and under any other Loan Document with respect to its Commitment and its Loans as any Lender and may exercise the same as though it were not the Agent, and the term "Lender" 53 60 or "Lenders" shall, at any time when the Agent is a Lender, unless the context otherwise indicates, include the Agent in its individual capacity. The Agent and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of trust, debt, equity or other transaction, in addition to those contemplated by this Agreement or any other Loan Document, with the Borrower or any of its Subsidiaries in which the Borrower or such Subsidiary is not restricted hereby from engaging with any other Person. The Agent, in its individual capacity, is not obligated to remain a Lender. 10.11. LENDER CREDIT DECISION. Each Lender acknowledges that it has, independently and without reliance upon the Agent, the Arranger or any other Lender and based on the financial statements prepared by the Borrower and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and the other Loan Documents. Each Lender also acknowledges that it will, independently and without reliance upon the Agent, the Arranger or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Loan Documents. 10.12. SUCCESSOR AGENT. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower, such resignation to be effective upon the appointment of a successor Agent or, if no successor Agent has been appointed, forty-five days after the retiring Agent gives notice of its intention to resign. The Agent may be removed at any time with or without cause by written notice received by the Agent from the Required Lenders, such removal to be effective on the date specified by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint, on behalf of the Borrower and the Lenders, a successor Agent, with the consent of the Borrower, which consent shall not be unreasonably withheld or delayed and shall not be required if any Default has occurred and is continuing. If no successor Agent shall have been so appointed by the Required Lenders within thirty days after the resigning Agent's giving notice of its intention to resign, then the resigning Agent may appoint, on behalf of the Borrower and the Lenders, a successor Agent. Notwithstanding the previous sentence, the Agent may at any time without the consent of the Borrower or any Lender, appoint any of its Affiliates which is a commercial bank as a successor Agent hereunder. If the Agent has resigned or been removed and no successor Agent has been appointed, the Lenders may perform all the duties of the Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Agent shall be deemed to be appointed hereunder until such successor Agent has accepted the appointment. Any such successor Agent shall be a commercial bank having capital and retained earnings of at least $100,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Agent. Upon the effectiveness of the resignation or removal of the Agent, the resigning or removed Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After the effectiveness of the resignation or removal of an Agent, the provisions of this Article X shall continue in effect for the benefit of such Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Agent hereunder and under the other Loan Documents. In the event that there is a successor to the Agent by merger, or the Agent assigns its duties and obligations to an Affiliate pursuant to this Section 10.12, then the term "Prime Rate" as used in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Agent. 10.13. AGENT AND ARRANGER FEES. The Borrower agrees to pay to the Agent and the Arranger, for their respective accounts, the fees agreed to by the Borrower, the Agent and the Arranger from time to time. 54 61 10.14. DELEGATION TO AFFILIATES. The Borrowers and the Lenders agree that the Agent may delegate any of its duties under this Agreement to any of its Affiliates. Any such Affiliate (and such Affiliate's directors, officers, agents and employees) which performs duties in connection with this Agreement shall be entitled to the same benefits of the indemnification, waiver and other protective provisions to which the Agent is entitled under Articles IX and X. 10.15. CO-AGENTS, DOCUMENTATION AGENT, SYNDICATION AGENT, ETC. No Lender identified in this Agreement as a "co-agent", "managing agent", "documentation agent" or "syndication agent" shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. Each Lender hereby makes the same acknowledgments with respect to such Lenders as it makes with respect to the Agent in Section 10.11. ARTICLE XI SETOFF; RATABLE PAYMENTS ------------------------ 11.1. SETOFF. In addition to, and without limitation of, any rights of the Lenders under applicable law, if any Borrower becomes insolvent, however evidenced, or any Default occurs, any and all deposits (including all account balances, whether provisional or final and whether or not collected or available) and any other Indebtedness at any time held or owing by any Lender or any Affiliate of any Lender to or for the credit or account of such Borrower may be offset and applied toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part thereof, shall then be due. 11.2. RATABLE PAYMENTS. If any Lender, whether by setoff or otherwise, has payment made to it upon its Outstanding Credit Exposure (other than payments received pursuant to Section 3.1, 3.2, 3.4 or 3.5) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Aggregate Outstanding Credit Exposure held by the other Lenders so that after such purchase each Lender will hold its Pro Rata Share of the Aggregate Outstanding Credit Exposure. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to their respective Pro Rata Shares of the Aggregate Outstanding Credit Exposure. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made. ARTICLE XII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS ------------------------------------------------- 12.1. SUCCESSORS AND ASSIGNS. The terms and provisions of the Loan Documents shall be binding upon and inure to the benefit of the Borrowers and the Lenders and their respective successors 55 62 and assigns, except that (i) no Borrower shall have the right to assign its rights or obligations under the Loan Documents and (ii) any assignment by any Lender must be made in compliance with Section 12.3. The parties to this Agreement acknowledge that clause (ii) of this Section 12.1 relates only to absolute assignments and does not prohibit assignments creating security interests, including, without limitation, (x) any pledge or assignment by any Lender of all or any portion of its rights under this Agreement and any Note to a Federal Reserve Bank or (y) in the case of a Lender which is a fund, any pledge or assignment of all or any portion of its rights under this Agreement and any Note to its trustee in support of its obligations to its trustee; provided, however, that no such pledge or assignment creating a security interest shall release the transferor Lender from its obligations hereunder unless and until the parties thereto have complied with the provisions of Section 12.3. The Agent may treat the Person which made any Loan or which holds any Note as the owner thereof for all purposes hereof unless and until such Person complies with Section 12.3; provided, however, that the Agent may in its discretion (but shall not be required to) follow instructions from the Person which made any Loan or which holds any Note to direct payments relating to such Loan or Note to another Person. Any assignee of the rights to any Loan or any Note agrees by acceptance of such assignment to be bound by all the terms and provisions of the Loan Documents. Any request, authority or consent of any Person, who at the time of making such request or giving such authority or consent is the owner of the rights to any Loan (whether or not a Note has been issued in evidence thereof), shall be conclusive and binding on any subsequent holder or assignee of the rights to such Loan. 12.2. PARTICIPATIONS. 12.2.1. PERMITTED PARTICIPANTS; EFFECT. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other entities ("Participants") participating interests in any Outstanding Credit Exposure of such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under the Loan Documents. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the owner of its Outstanding Credit Exposure and the holder of any Note issued to it in evidence thereof for all purposes under the Loan Documents, all amounts payable by the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the Loan Documents. 12.2.2. VOTING RIGHTS. Each Lender shall retain the sole right to approve, without the consent of any Participant, any amendment, modification or waiver of any provision of the Loan Documents other than any amendment, modification or waiver with respect to any Credit Extension or Commitment in which such Participant has an interest which would require consent of all of the Lenders pursuant to the terms of Section 8.2 or of any other Loan Document. 12.2.3. BENEFIT OF SETOFF. The Borrower agrees that each Participant shall be deemed to have the right of setoff provided in Section 11.1 in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, provided that each Lender shall retain the right of setoff provided in Section 11.1 with respect to the amount of participating interests sold to each Participant. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 11.1, agrees to share with each 56 63 Lender, any amount received pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with Section 11.2 as if each Participant were a Lender. 12.3. ASSIGNMENTS. 12.3.1. PERMITTED ASSIGNMENTS. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities ("Purchasers") all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially in the form of Exhibit C or in such other form as may be agreed to by the parties thereto. The consent of the Borrower, the Agent and the LC Issuer shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof; provided, however, that if a Default has occurred and is continuing, the consent of the Borrower shall not be required. Such consent shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate thereof shall (unless each of the Borrower and the Agent otherwise consents) be in an amount not less than the lesser of (i) $5,000,000 or (ii) the remaining amount of the assigning Lender's Commitment (calculated as at the date of such assignment) or outstanding Loans (if the applicable Commitment has been terminated). Additionally, each such assignment by a Lender with respect to a Purchaser which is not an Affiliate of such Lender shall (unless each of the Borrower and the Agent otherwise consents) be made simultaneously with an assignment to such Purchaser by such Lender of a pro rata amount of the rights and obligations of such Lender and its Affiliates under the 364-Day Credit Agreement. 12.3.2. EFFECT; EFFECTIVE DATE. Upon (i) delivery to the Agent of an assignment, together with any consents required by Section 12.3.1, and (ii) payment of a $3,500 fee to the Agent for processing such assignment (unless such fee is waived by the Agent), such assignment shall become effective on the effective date specified in such assignment. The assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Outstanding Credit Exposure under the applicable assignment agreement constitutes "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and Outstanding Credit Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3.2, the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. 12.4. DISSEMINATION OF INFORMATION. The Borrowers authorize each Lender to disclose to any Participant or Purchaser or any other Person acquiring an interest in the Loan Documents by operation of law (each a "Transferee") and any prospective Transferee any and all information in such Lender's possession concerning the creditworthiness of the Borrower and its Subsidiaries, including without 57 64 limitation any information contained in any Reports; provided that each Transferee and prospective Transferee agrees to be bound by Section 9.11 of this Agreement. 12.5. TAX TREATMENT. If any interest in any Loan Document is transferred to any Transferee which is organized under the laws of any jurisdiction other than the United States or any State thereof, the transferor Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, to comply with the provisions of Section 3.5(iv). ARTICLE XIII NOTICES ------- 13.1. NOTICES. Except as otherwise permitted by Section 2.14 with respect to borrowing notices, all notices, requests and other communications to any party hereunder shall be in writing (including electronic transmission, facsimile transmission or similar writing) and shall be given to such party: (x) in the case of the Borrower or the Agent, at its address or facsimile number set forth on the signature pages hereof, (y) in the case of any Lender, at its address or facsimile number set forth in its administrative questionnaire or (z) in the case of any party, at such other address or facsimile number as such party may hereafter specify for the purpose by notice to the Agent and the Borrower in accordance with the provisions of this Section 13.1. Each such notice, request or other communication shall be effective (i) if given by facsimile transmission, when transmitted to the facsimile number specified in this Section and confirmation of receipt is received, (ii) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid, or (iii) if given by any other means, when delivered (or, in the case of electronic transmission, received) at the address specified in this Section; provided that notices to the Agent under Article II shall not be effective until received. 13.2. CHANGE OF ADDRESS. Any Borrower, the Agent and any Lender may each change the address for service of notice upon it by a notice in writing to the other parties hereto. ARTICLE XIV COUNTERPARTS ------------ This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart. This Agreement shall be effective when it has been executed by the Borrower, the Agent, the LC Issuer and the Lenders and each party has notified the Agent by facsimile transmission or telephone that it has taken such action. 58 65 ARTICLE XV CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL ------------------------------------------------------------ 15.1. CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF MICHIGAN. 15.2. CONSENT TO JURISDICTION. EACH BORROWER HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR MICHIGAN STATE COURT SITTING IN DETROIT, MICHIGAN IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT, THE LC ISSUER OR ANY LENDER TO BRING PROCEEDINGS AGAINST ANY BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY BORROWER AGAINST THE AGENT, THE LC ISSUER OR ANY LENDER OR ANY AFFILIATE OF THE AGENT, THE LC ISSUER OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN DETROIT, MICHIGAN. 15.3. WAIVER OF JURY TRIAL. EACH BORROWER, THE AGENT, THE LC ISSUER AND EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER. 59 66 IN WITNESS WHEREOF, the Borrower, the Lenders, the LC Issuer and the Agent have executed this Agreement as of the date first above written. PIONEER-STANDARD ELECTRONICS, INC. By: /s/ James L. Bayman ---------------------------------------------- James L. Bayman Title: Chairman and Chief Executive Officer ------------------------------------------ 6065 Parkland Blvd. Cleveland, Ohio 44124 Attention: Steven M. Billick, chief financial officer Telephone: (440) 720-8680 FAX: (440) 720-8677 60 67 Commitments - ----------- $36,666,669 BANK ONE, MICHIGAN, as Administrative Agent and as a Lender By: /s/ Paul R. DeMelo ------------------------------------ PAUL R. DEMELO Title: MANAGING DIRECTOR ---------------------------------- 611 Woodward Avenue Detroit, Michigan 48226 Attention: Krista Flynn Telephone: (313) 225-2487 FAX: (313) 226-0085 61 68 Commitments - ----------- $33,000,000 KEYBANK NATIONAL ASSOCIATION, as Syndication Agent and as a Lender By: /s/ Brendon A. Lawlor ------------------------------------ Title: Vice President ---------------------------------- 127 Public Square Cleveland, OH 44114 Attention: Brendan Lawlor Telephone: (216) 689-5642 FAX: (216) 689-4981 62 69 Commitments - ----------- $29,333,333 ABN AMRO BANK N.V., as Documentation Agent and as a Lender By: /s/ Authorized Signatory By: /s/ N. Smith ---------------------------- ------------------------------------ Title: Vice President Title: Assistant Vice President -------------------------- ---------------------------------- 208 S. LaSalle, Suite 1500 Chicago, IL 60604 Attention: Credit Administration Telephone: (312) 992-5110 FAX: (312) 992-5111 63 70 Commitments - ----------- $25,666,667 FIRSTAR BANK, NA as Managing Agent and as Lender By: /s/ W. Gregory Schild ------------------------------------ Title: Vice President ---------------------------------- 1350 Euclid Avenue, Suite 800 Cleveland, OH 44115 Attention: John D. Barrett Telephone: (216) 623-9221 FAX: (216) 623-9208 64 71 Commitments - ----------- $18,333,333 BANK OF TOKYO-MITSUBISHI, LTD., as a Co-Agent and as a Lender By: /s/ Hasashi Miyashiro ------------------------------------ Hasashi Miyashiro Title: Deputy General Manager --------------------------------- 227 W. Monroe St. Suite 2300 Chicago, IL 60606 Attention: Thomas Denio Telephone: (312) 696-4665 FAX: (312) 696-4535 65 72 Commitments - ----------- $18,333,333 THE CHASE MANHATTAN BANK, as a Co-Agent and as a Lender By: /s/ Henry W. Centa ------------------------------------ Title: Vice President ---------------------------------- 250 West Huron Road Cleveland, OH 44113 Attention: Henry W. Centa Telephone: (216) 479-2534 FAX: (216) 479-2732 66 73 Commitments - ----------- $18,333,333 COMERICA BANK, as a Co-Agent and as a Lender By: /s/ Jeffrey J. Judge ------------------------------------- Title: Vice President --------------------------------- 500 Woodward Avenue MC 3268 Detroit, Michigan 48226 Attention: Jeffrey J. Judge Telephone: (313) 222-3801 FAX: (313) 222-9514 67 74 Commitments - ----------- $18,333,333 HARRIS TRUST AND SAVINGS BANK, as a Co-Agent and as a Lender By: /s/ Michael J. Johnson ------------------------------------ MICHAEL J. JOHNSON Title: VICE PRESIDENT ---------------------------------- 111 West Monroe Street Chicago, IL 60603 Attention: Michael J. Johnson Telephone: (312) 461-5457 FAX: (312) 461-5225 68 75 Commitments - ----------- $18,333,333 MELLON BANK, N.A., as a Co-Agent and as a Lender By: Mark F. Johnston ------------------------------------- Title: VP ---------------------------------- Three Mellon Bank Center Room 1203 Pittsburgh, PA 15259 Attention: Mark F. Johnston Telephone: (412) 326-2793 FAX: (412) 326-1914 69 76 Commitments - ----------- $18,333,333 NATIONAL CITY BANK , as a Co-Agent and as a Lender By: /s/ Anthony J. DiMare --------------------------------------- Title: S.V.P ------------------------------------ 1900 East Ninth Street - Loc. 2083 Cleveland, OH 44114 Attention: Anthony J. DiMare Telephone: (216) 575-3344 FAX: (216) 575-9396 70 77 Commitments - ----------- $11,000,000 FIFTH THIRD BANK, NORTHEASTERN OHIO By: /s/ R. C. Lanctot ------------------------------------ Title: V.P. ---------------------------------- 1404 East 9th Street Cleveland, OH 44114 Attention: Roy C. Lanctot Telephone: (216) 274-5473 FAX: (216) 274-5510 71 78 Commitments - ----------- $11,000,000 FIRSTMERIT BANK, N.A. By: /s/ Edward O. Yannayon ------------------------------------- Title: Vice President ---------------------------------- 106 S. Main Street Akron, Ohio 44308 Attention: Ed Yannayon Telephone: (330) 996-6044 FAX: (330) 996-6272 72 79 Commitments - ----------- $11,000,000 THE FUJI BANK, LIMITED By: /s/ Peter L. Chinnici -------------------------------------- Peter L. Chinnici Title: Senior Vice President & Group Head ------------------------------------ 73 80 Commitments - ----------- $7,333,333 BW CAPITAL MARKETS, INC. By: /s/ Philip G. Waldrop /s/ Thomas A. Lowe --------------------------------------------- Philip G. Waldrop Thomas A. Lowe Title: Vice President Vice President ------------------------------------------ 630 Fifth Avenue Rockefeller Center Suite 1919 New York, NY 1011 Attention: Thomas A. Lowe Telephone: (212) 218-1804 FAX: (212) 218-1816 74 81 PRICING SCHEDULE

============================ ============== ================== ================== ================= ================ APPLICABLE MARGIN LEVEL I LEVEL II LEVEL III LEVEL IV LEVEL V STATUS STATUS STATUS STATUS STATUS - ---------------------------- -------------- ------------------ ------------------ ----------------- ---------------- Eurodollar Rate and Letter 0.80% 1.00% 1.20% 1.50% 1.80% of Credit Applicable Margin - ---------------------------- -------------- ------------------ ------------------ ----------------- ---------------- Floating Rate Applicable 0% 0% 0% 0% 0% Margin ============================ ============== ================== ================== ================= ================ Facility Fee Applicable 0.20% 0.25% 0.30% 0.375% 0.45% Margin ============================ ============== ================== ================== ================= ================

Notwithstanding the above table or anything herein to the contrary, (a) if at any time the Borrower has no Moody's Rating or no S&P Rating, Level V Status shall exist and (b) if the Borrower's Moody's Rating and S&P Rating are split by more than one level, the Status shall be determined based on the rating one level below the higher rating. For the purposes of this Schedule, the following terms have the following meanings, subject to the final paragraph of this Schedule: "Level I Status" exists at any date if, on such date, the Borrower's Moody's Rating is Baa2 or better or the Borrower's S&P Rating is BBB or better. "Level II Status" exists at any date if, on such date, (i) the Borrower has not qualified for Level I Status and (ii) the Borrower's Moody's Rating is Baa3 or better or the Borrower's S&P Rating is BBB- or better. "Level III Status" exists at any date if, on such date, (i) the Borrower has not qualified for Level I Status or Level II Status and (ii) the Borrower's Moody's Rating is Ba1 or better or the Borrower's S&P Rating is BB+ or better. "Level IV Status" exists at any date if, on such date, (i) the Borrower has not qualified for Level I Status, Level II Status or Level III Status and (ii) the Borrower's Moody's Rating is Ba2 or better or the Borrower's S&P Rating is BB or better. "Level V Status" exists at any date if, on such date, the Borrower has not qualified for Level I Status, Level II Status, Level III or Level IV Status. "Moody's Rating" means, at any time, the rating issued by Moody's and then in effect with respect to the Borrower's senior unsecured long-term debt securities without third-party credit enhancement. "S&P Rating" means, at any time, the rating issued by S&P and then in effect with respect to the Borrower's senior unsecured long-term debt securities without third-party credit enhancement. 75 82 "Status" means either Level I Status, Level II Status, Level III Status, Level IV or Level V Status. The Applicable Margin and Applicable Fee Rate shall be determined in accordance with the foregoing table based on the Borrower's Status as determined from its then-current Moody's and S&P Ratings. The credit rating in effect on any date for the purposes of this Schedule is that in effect at the close of business on such date. 76 83 EXHIBIT A FORM OF OPINION [To be replaced by opinion issued at closing] , -------------- The Agent, the LC Issuer and the Lenders who are parties to the Five-Year Credit Agreement described below. Gentlemen/Ladies: We are counsel for Pioneer-Standard Electronics, Inc. (the "Borrower"), and have represented the Borrower in connection with its execution and delivery of a Five-Year Credit Agreement dated as of September 15, 2000 (the "Agreement") among the Borrowers, the Lenders named therein, and Bank One, Michigan, as Agent and as LC Issuer, and providing for Credit Extensions in an aggregate principal amount not exceeding $275,000,000 at any one time outstanding. All capitalized terms used in this opinion and not otherwise defined herein shall have the meanings attributed to them in the Agreement. We have examined the Borrower's **[describe constitutive documents of Borrower and appropriate evidence of authority to enter into the transaction]**, the Loan Documents and such other matters of fact and law which we deem necessary in order to render this opinion. Based upon the foregoing, it is our opinion that: l. Each of the Borrower and its Subsidiaries is a corporation, partnership or limited liability company duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted. 2. The execution and delivery by the Borrower of the Loan Documents to which it is a party and the performance by the Borrower of its obligations thereunder have been duly authorized by proper corporate proceedings on the part of the Borrower and will not: (a) require any consent of the Borrower's shareholders or members (other than any such consent as has already been given and remains in full force and effect); (b) violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries or (ii) the Borrower's or any Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder; or (c) result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or a Subsidiary pursuant to the terms of any indenture, instrument or agreement binding upon the Borrower or any of its Subsidiaries. 84 3. The Loan Documents to which the Borrower is a party have been duly executed and delivered by the Borrower and constitute legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms except to the extent the enforcement thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and subject also to the availability of equitable remedies if equitable remedies are sought. 4. There is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the best of our knowledge after due inquiry, threatened against the Borrower or any of its Subsidiaries which, if adversely determined, could reasonably be expected to have a Material Adverse Effect. 5. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any of its Subsidiaries, is required to be obtained by the Borrower or any of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under the Agreement, the payment and performance by the Borrower of the Obligations, or the legality, validity, binding effect or enforceability of any of the Loan Documents. This opinion may be relied upon by the Agent, the LC Issuer the Lenders and their participants, assignees and other transferees. Very truly yours, 85 EXHIBIT B COMPLIANCE CERTIFICATE To: The Lenders parties to the Five-Year Credit Agreement Described Below This Compliance Certificate is furnished pursuant to that certain Five-Year Credit Agreement dated as of September 15, 2000 (as amended, modified, renewed or extended from time to time, the "Agreement") among Pioneer-Standard Electronics, Inc. (the "Borrower"), the foreign subsidiary borrowers and lenders party thereto and Bank One, Michigan, as Agent for the Lenders and as LC Issuer. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement. THE UNDERSIGNED HEREBY CERTIFIES THAT: 1. I am the duly elected of the Borrower; --------------------- 2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Borrower and its Subsidiaries during the accounting period covered by the attached financial statements; 3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes a Default or Unmatured Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth below; and 4. Schedule I attached hereto sets forth financial data and computations evidencing the Borrower's compliance with certain covenants of the Agreement, all of which data and computations are true, complete and correct. Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the Borrower has taken, is taking, or proposes to take with respect to each such condition or event: ----------------------------------------------------------------------- ----------------------------------------------------------------------- ----------------------------------------------------------------------- ----------------------------------------------------------------------- The foregoing certifications, together with the computations set forth in Schedule I hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this day of _______, ____. __________________ 79 86 SCHEDULE I TO COMPLIANCE CERTIFICATE Compliance as of _________, ____ with Provisions of _____ and ______ of the Agreement 80 87 EXHIBIT C ASSIGNMENT AGREEMENT This Assignment Agreement (this "Assignment Agreement") between _______________ (the "Assignor") and ___________________ (the "Assignee") is dated as of _________, _______. The parties hereto agree as follows: 1. PRELIMINARY STATEMENT. The Assignor is a party to a Five-Year Credit Agreement (which, as it may be amended, modified, renewed or extended from time to time is herein called the "Credit Agreement") described in Item 1 of Schedule 1 attached hereto ("Schedule 1"). Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement. 2. ASSIGNMENT AND ASSUMPTION. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, an interest in and to the Assignor's rights and obligations under the Credit Agreement and the other Loan Documents, such that after giving effect to such assignment the Assignee shall have purchased pursuant to this Assignment Agreement the percentage interest specified in Item 3 of Schedule 1 of all outstanding rights and obligations under the Credit Agreement and the other Loan Documents relating to the facilities listed in Item 3 of Schedule 1. The aggregate Commitment (or Outstanding Credit Exposure, if the applicable Commitment has been terminated) purchased by the Assignee hereunder is set forth in Item 4 of Schedule 1. 3. EFFECTIVE DATE. The effective date of this Assignment Agreement (the "Effective Date") shall be the later of the date specified in Item 5 of Schedule 1 or two Business Days (or such shorter period agreed to by the Agent) after this Assignment Agreement, together with any consents required under the Credit Agreement, are delivered to the Agent. In no event will the Effective Date occur if the payments required to be made by the Assignee to the Assignor on the Effective Date are not made on the proposed Effective Date. 4. PAYMENT OBLIGATIONS. In consideration for the sale and assignment of Outstanding Credit Exposure hereunder, the Assignee shall pay the Assignor, on the Effective Date, the amount agreed to by the Assignor and the Assignee. On and after the Effective Date, the Assignee shall be entitled to receive from the Agent all payments of principal, interest, Reimbursement Obligations and fees with respect to the interest assigned hereby. The Assignee will promptly remit to the Assignor any interest on Loans and fees received from the Agent which relate to the portion of the Commitment or Outstanding Credit Exposure assigned to the Assignee hereunder for periods prior to the Effective Date and not previously paid by the Assignee to the Assignor. In the event that either party hereto receives any payment to which the other party hereto is entitled under this Assignment Agreement, then the party receiving such amount shall promptly remit it to the other party hereto. 5. RECORDATION FEE. The Assignor and Assignee each agree to pay one-half of the recordation fee required to be paid to the Agent in connection with this Assignment Agreement unless otherwise specified in Item 6 of Schedule 1. 6. REPRESENTATIONS OF THE ASSIGNOR; LIMITATIONS ON THE ASSIGNOR'S LIABILITY. The Assignor represents and warrants that (i) it is the legal and beneficial owner of the interest being assigned by it hereunder, (ii) such interest is free and clear of any adverse claim created by the Assignor and (iii) the execution and delivery of this Assignment Agreement by the Assignor is duly 81 88 authorized. It is understood and agreed that the assignment and assumption hereunder are made without recourse to the Assignor and that the Assignor makes no other representation or warranty of any kind to the Assignee. Neither the Assignor nor any of its officers, directors, employees, agents or attorneys shall be responsible for (i) the due execution, legality, validity, enforceability, genuineness, sufficiency or collectability of any Loan Document, including without limitation, documents granting the Assignor and the other Lenders a security interest in assets of any Borrower or any guarantor, (ii) any representation, warranty or statement made in or in connection with any of the Loan Documents, (iii) the financial condition or creditworthiness of the Borrower or any guarantor, (iv) the performance of or compliance with any of the terms or provisions of any of the Loan Documents, (v) inspecting any of the property, books or records of any Borrower, (vi) the validity, enforceability, perfection, priority, condition, value or sufficiency of any collateral securing or purporting to secure the Loans or (vii) any mistake, error of judgment, or action taken or omitted to be taken in connection with the Loans or the Loan Documents. 7. REPRESENTATIONS AND UNDERTAKINGS OF THE ASSIGNEE. The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements requested by the Assignee and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement, (ii) agrees that it will, independently and without reliance upon the Agent, the Assignor or any other Lender and based on such documents and information at it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (iii) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) confirms that the execution and delivery of this Assignment Agreement by the Assignee is duly authorized, (v) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender, (vi) agrees that its payment instructions and notice instructions are as set forth in the attachment to Schedule 1, (vii) confirms that none of the funds, monies, assets or other consideration being used to make the purchase and assumption hereunder are "plan assets" as defined under ERISA and that its rights, benefits and interests in and under the Loan Documents will not be "plan assets" under ERISA, (viii) agrees to indemnify and hold the Assignor harmless against all losses, costs and expenses (including, without limitation, reasonable attorneys' fees) and liabilities incurred by the Assignor in connection with or arising in any manner from the Assignee's non-performance of the obligations assumed under this Assignment Agreement, and (ix) if applicable, attaches the forms prescribed by the Internal Revenue Service of the United States certifying that the Assignee is entitled to receive payments under the Loan Documents without deduction or withholding of any United States federal income taxes. 8. GOVERNING LAW. This Assignment Agreement shall be governed by the internal law, and not the law of conflicts, of the State of Michigan. 9. NOTICES. Notices shall be given under this Assignment Agreement in the manner set forth in the Credit Agreement. For the purpose hereof, the addresses of the parties hereto (until notice of a change is delivered) shall be the address set forth in the attachment to Schedule 1. 10. COUNTERPARTS; DELIVERY BY FACSIMILE. This Assignment Agreement may be executed in counterparts. Transmission by facsimile of an executed counterpart of this Assignment Agreement shall be deemed to constitute due and sufficient delivery of such counterpart and such facsimile shall be deemed to be an original counterpart of this Assignment Agreement. 82 89 IN WITNESS WHEREOF, the duly authorized officers of the parties hereto have executed this Assignment Agreement by executing Schedule 1 hereto as of the date first above written. 83 90 SCHEDULE 1 to Assignment Agreement 1. Description and Date of Credit Agreement: 2. Date of Assignment Agreement: _______, ______ 3. Amounts (As of Date of Item 2 above):

Facility Facility Facility Facility 1* 2* 3* 4* -------- --------- -------- -------- a. Assignee's percentage of each Facility purchased under the Assignment Agreement** % % % % -------- -------- ------- -------- b. Amount of each Facility purchased under the Assignment Agreement*** $ $ $ $ ------- ------- ------- -------

4. Assignee's Commitment (or Outstanding Credit Exposure with respect to terminated Commitments) purchased hereunder: $ -------- 5. Proposed Effective Date: ------------------------ 6. Non-standard Recordation Fee Arrangement N/A*** [Assignor/Assignee to pay 100% of fee] [Fee waived by Agent] Accepted and Agreed: [NAME OF ASSIGNOR] [NAME OF ASSIGNEE] By: By: ------------------------------ ----------------------------- Title: Title: --------------------------- -------------------------- 84 91 ACCEPTED AND CONSENTED TO**** BY ACCEPTED AND CONSENTED TO BY [NAME OF BORROWER] [NAME OF AGENT] By: By: ----------------------------- -------------------------------- Title: Title: -------------------------- ------------------------------ * Insert specific facility names per Credit Agreement ** Percentage taken to 10 decimal places *** If fee is split 50-50, pick N/A as option **** Delete if not required by Credit Agreement 85 92 Attachment to SCHEDULE 1 to ASSIGNMENT AGREEMENT ADMINISTRATIVE INFORMATION SHEET -------------------------------- Attach Assignor's Administrative Information Sheet, which must include notice addresses for the Assignor and the Assignee (Sample form shown below) ASSIGNOR INFORMATION -------------------- CONTACT: - ------- Name: Telephone No.: ----------------------------- ---------------------- Fax No.: Telex No.: ------------------------- -------------------------- Answerback: ------------------------ PAYMENT INFORMATION: - -------------------- Name & ABA # of Destination Bank: ---------------------------------------------- ---------------------------------------------- Account Name & Number for Wire Transfer: --------------------------------------- --------------------------------------- Other Instructions: ------------------------------------------------------------ - -------------------------------------------------------------------------------- ADDRESS FOR NOTICES FOR ASSIGNOR: - -------------------------------- ---------------------------------------------- ---------------------------------------------- ---------------------------------------------- ASSIGNEE INFORMATION -------------------- CREDIT CONTACT: - -------------- Name: Telephone No.: -------------------------- --------------------- Fax No.: Telex No.: ---------------------- ------------------------- Answerback: ------------------------ KEY OPERATIONS CONTACTS: - ----------------------- Booking Installation: Booking Installation: ------------------ -------------- Name: Name: ---------------------------------- ----------------------------- Telephone No.: Telephone No.: ------------------------- --------------------- Fax No.: Fax No.: ------------------------------ --------------------------- Telex No.: Telex No.: ---------------------------- ------------------------- Answerback: Answerback: ---------------------------- ------------------------ 86 93 PAYMENT INFORMATION: - -------------------- Name & ABA # of Destination Bank: ----------------------------------------------- ----------------------------------------------- Account Name & Number for Wire Transfer: ---------------------------------------- ---------------------------------------- Other Instructions: ------------------------------------------------------------- - -------------------------------------------------------------------------------- ADDRESS FOR NOTICES FOR ASSIGNEE: - -------------------------------- ---------------------------------------------- ---------------------------------------------- ---------------------------------------------- 87 94 BANK ONE INFORMATION -------------------- Assignee will be called promptly upon receipt of the signed agreement. INITIAL FUNDING CONTACT: SUBSEQUENT OPERATIONS CONTACT: - ----------------------- ----------------------------- Name: Name: ------------------------ ----------------------------- Telephone No.: (313) Telephone No.: (313) --------------------- ------------------- Fax No.: (313) Fax No.: (313) --------------------------- ------------------------- Bank One Telex No.: -------------- INITIAL FUNDING STANDARDS: - ------------------------- Libor - Fund 2 days after rates are set. BANK ONE WIRE INSTRUCTIONS: Bank One, Michigan, ABA # - -------------------------- ------------ LS2 Incoming Account # -------------- Ref: ---------------- ADDRESS FOR NOTICES FOR BANK ONE: 611 Woodward, Detroit, MI 60670 - -------------------------------- Attn: --------------------- Fax No. (313) or (313) --------- ---------- 88 95 EXHIBIT D LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION To Bank One, Michigan, as Agent (the "Agent") under the Five-Year Credit Agreement Described Below. Re: Five-Year Credit Agreement, dated September 15, 2000 (as the same may be amended or modified, the "Credit Agreement"), among Pioneer-Standard Electronics, Inc.(the "Borrower"), the Foreign Subsidiary Borrowers and Lenders party thereto, the LC Issuer and the Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement. The Agent is specifically authorized and directed to act upon the following standing money transfer instructions with respect to the proceeds of Advances or other extensions of credit from time to time until receipt by the Agent of a specific written revocation of such instructions by the Borrower, provided, however, that the Agent may otherwise transfer funds as hereafter directed in writing by the Borrower in accordance with Section 13.1 of the Credit Agreement or based on any telephonic notice made in accordance with Section 2.15 of the Credit Agreement. Facility Identification Number(s) ----------------------------------------------- Customer/Account Name ----------------------------------------------------------- Transfer Funds To --------------------------------------------------------------- --------------------------------------------------------------- For Account No. ----------------------------------------------------------------- Reference/Attention To ---------------------------------------------------------- Authorized Officer (Customer Representative) Date --------------------------- - ----------------------------------------- -------------------------------- (Please Print) Signature Bank Officer Name Date ---------------------------- - ----------------------------------------- -------------------------------- (Please Print) Signature (Deliver Completed Form to Credit Support Staff For Immediate Processing) 89 96 EXHIBIT E NOTE [Date] _______________________, a ___________________ (the "Borrower"), promises to pay to the order of ____________________________________ (the "Lender") the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of Bank One, Michigan in Detroit, Michigan, as Agent, together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Five-Year Credit Agreement dated as of September 15, 2000 (which, as it may be amended or modified and in effect from time to time, is herein called the "Agreement"), among the Borrower, the foreign subsidiary borrowers and lenders party thereto, including the Lender, the LC Issuer and Bank One, Michigan, as Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. --------------------------------- By: ------------------------------ Print Name: ---------------------- Title: --------------------------- 90 97 SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF ____________, DATED _________,

Principal Maturity Principal Amount of of Interest Amount Unpaid Date Loan Period Paid Balance - ----------------------------------------------------------------------------------------------------------------

91 EX-10.5 6 l84530aex10-5.txt EXHIBIT 10.5 - 364 DAY CREDIT AGREEMENT 1 Exhibit 10.5 364-DAY CREDIT AGREEMENT DATED AS OF SEPTEMBER 15, 2000 AMONG PIONEER-STANDARD ELECTRONICS, INC., THE LENDERS, BANK ONE, MICHIGAN AS AGENT BANC ONE CAPITAL MARKETS, INC. AS LEAD ARRANGER AND SOLE BOOK RUNNER, KEYBANK NATIONAL ASSOCIATION, AS SYNDICATION AGENT, AND ABN AMRO BANK N.V., AS DOCUMENTATION AGENT 2 TABLE OF CONTENTS ARTICLE I. DEFINITIONS...............................................................................................1 ARTICLE II. THE CREDITS..............................................................................................14 2.1. COMMITMENT.......................................................................................14 2.2. REQUIRED PAYMENTS; TERMINATION...................................................................14 2.3. RATABLE LOANS....................................................................................14 2.4. TYPES OF ADVANCES................................................................................14 2.6. FACILITY FEE; REDUCTIONS IN AGGREGATE COMMITMENT.................................................14 2.7. MINIMUM AMOUNT OF EACH ADVANCE...................................................................15 2.8. OPTIONAL PRINCIPAL PAYMENTS......................................................................15 2.9. METHOD OF SELECTING TYPES AND INTEREST PERIODS FOR NEW ADVANCES..................................15 2.10. CONVERSION AND CONTINUATION OF OUTSTANDING ADVANCES..................................................15 2.11. CHANGES IN INTEREST RATE, ETC........................................................................16 2.12. RATES APPLICABLE AFTER DEFAULT.......................................................................16 2.13. METHOD OF PAYMENT....................................................................................16 2.14. NOTELESS AGREEMENT; EVIDENCE OF INDEBTEDNESS.........................................................17 2.15. TELEPHONIC NOTICES...................................................................................17 2.16. INTEREST PAYMENT DATES; INTEREST AND FEE BASIS.......................................................18 2.17. NOTIFICATION OF ADVANCES, INTEREST RATES, PREPAYMENTS AND COMMITMENT REDUCTIONS......................18 2.18. LENDING INSTALLATIONS................................................................................18 2.19. NON-RECEIPT OF FUNDS BY THE AGENT....................................................................18 2.22. REPLACEMENT OF LENDER..................................................................................18 ARTICLE III. YIELD PROTECTION; TAXES.................................................................................19 3.1. YIELD PROTECTION.................................................................................19 3.2. CHANGES IN CAPITAL ADEQUACY REGULATIONS..........................................................20 3.3. AVAILABILITY OF TYPES OF ADVANCES................................................................20 3.4. FUNDING INDEMNIFICATION..........................................................................20 3.5. TAXES............................................................................................20 3.6. LENDER STATEMENTS; SURVIVAL OF INDEMNITY.........................................................22 ARTICLE IV. CONDITIONS PRECEDENT.....................................................................................22 4.2. EACH CREDIT EXTENSION............................................................................23 ARTICLE V. REPRESENTATIONS AND WARRANTIES............................................................................23 5.1. EXISTENCE AND STANDING...........................................................................24 5.2. AUTHORIZATION AND VALIDITY.......................................................................24 5.3. NO CONFLICT; GOVERNMENT CONSENT..................................................................24 5.4. FINANCIAL STATEMENTS.............................................................................24 5.5. MATERIAL ADVERSE CHANGE..........................................................................24 5.6. TAXES............................................................................................25 i 3 5.7. LITIGATION AND CONTINGENT OBLIGATIONS............................................................25 5.8. SUBSIDIARIES.....................................................................................25 5.9. ERISA............................................................................................25 5.10. ACCURACY OF INFORMATION..............................................................................25 5.11. REGULATIONS S, T, U AND X............................................................................25 5.12. MATERIAL AGREEMENTS..................................................................................25 5.13. COMPLIANCE WITH LAWS.................................................................................26 5.14. OWNERSHIP OF PROPERTIES..............................................................................26 5.15. PLAN ASSETS; PROHIBITED TRANSACTIONS.................................................................26 5.16. ENVIRONMENTAL MATTERS................................................................................26 5.17. INVESTMENT COMPANY ACT...............................................................................26 5.18. PUBLIC UTILITY HOLDING COMPANY ACT...................................................................26 ARTICLE VI. COVENANTS................................................................................................26 6.1. FINANCIAL REPORTING..............................................................................26 6.2. USE OF PROCEEDS..................................................................................28 6.3. NOTICE OF DEFAULT................................................................................28 6.4. CONDUCT OF BUSINESS..............................................................................28 6.5. TAXES............................................................................................28 6.6. INSURANCE........................................................................................28 6.7. COMPLIANCE WITH LAWS.............................................................................28 6.8. MAINTENANCE OF PROPERTIES........................................................................28 6.9. INSPECTION.......................................................................................29 6.11. INDEBTEDNESS.........................................................................................29 6.12. MERGER...............................................................................................29 6.13. SALE OF ASSETS.......................................................................................29 6.14. INVESTMENTS AND ACQUISITIONS.........................................................................30 6.15. LIENS................................................................................................31 [6.16. AFFILIATES...........................................................................................33 [6.17. FINANCIAL CONTRACTS..................................................................................33 6.18. FINANCIAL COVENANTS..................................................................................33 6.18.1. FIXED CHARGE COVERAGE RATIO..............................................................33 6.18.2. LEVERAGE RATIO...........................................................................33 6.18.3. MINIMUM NET WORTH........................................................................33 6.19. GUARANTIES...........................................................................................33 [6.18. SUBORDINATED INDEBTEDNESS; OTHER INDEBTEDNESS........................................................34 ARTICLE VII. DEFAULTS................................................................................................34 ARTICLE VIII. ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES.........................................................37 8.1. ACCELERATION; FACILITY LC COLLATERAL ACCOUNT.....................................................37 8.2. AMENDMENTS.......................................................................................37 8.3. PRESERVATION OF RIGHTS...........................................................................38 ARTICLE IX. GENERAL PROVISIONS........................................................................................38 9.1. SURVIVAL OF REPRESENTATIONS......................................................................38 ii 4 9.2. GOVERNMENTAL REGULATION..........................................................................38 9.3. HEADINGS.........................................................................................38 9.4. ENTIRE AGREEMENT.................................................................................39 9.5. SEVERAL OBLIGATIONS; BENEFITS OF THIS AGREEMENT..................................................39 9.6. EXPENSES; INDEMNIFICATION........................................................................39 9.7. NUMBERS OF DOCUMENTS.............................................................................39 9.8. ACCOUNTING.......................................................................................40 9.9. SEVERABILITY OF PROVISIONS.......................................................................40 9.10. NONLIABILITY OF LENDERS..............................................................................40 9.11. CONFIDENTIALITY......................................................................................41 9.12. NONRELIANCE..........................................................................................41 9.13. DISCLOSURE...........................................................................................41 ARTICLE X. THE AGENT..................................................................................................41 10.1. APPOINTMENT; NATURE OF RELATIONSHIP..................................................................41 10.2. POWERS...............................................................................................41 10.3. GENERAL IMMUNITY.....................................................................................41 10.4. NO RESPONSIBILITY FOR LOANS, RECITALS, ETC...........................................................42 10.5. ACTION ON INSTRUCTIONS OF LENDERS....................................................................42 10.6. EMPLOYMENT OF AGENTS AND COUNSEL.....................................................................42 10.7. RELIANCE ON DOCUMENTS; COUNSEL.......................................................................42 10.8. AGENT'S REIMBURSEMENT AND INDEMNIFICATION............................................................42 10.9. NOTICE OF DEFAULT....................................................................................43 10.10. RIGHTS AS A LENDER...................................................................................43 10.11. LENDER CREDIT DECISION...............................................................................43 10.12. SUCCESSOR AGENT......................................................................................43 10.13. AGENT AND ARRANGER FEES..............................................................................44 10.14. DELEGATION TO AFFILIATES.............................................................................44 [10.15. CO-AGENTS, DOCUMENTATION AGENT, SYNDICATION AGENT, ETC...............................................44 ARTICLE XI. SETOFF; RATABLE PAYMENTS..................................................................................44 11.1. SETOFF...............................................................................................44 11.2. RATABLE PAYMENTS.....................................................................................45 ARTICLE XII. BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS.......................................................45 12.1. SUCCESSORS AND ASSIGNS...............................................................................45 12.2. PARTICIPATIONS.......................................................................................45 12.2.1. PERMITTED PARTICIPANTS; EFFECT...........................................................45 12.2.2. VOTING RIGHTS............................................................................46 12.2.3. BENEFIT OF SETOFF........................................................................46 12.3. ASSIGNMENTS..........................................................................................46 12.3.1. PERMITTED ASSIGNMENTS....................................................................46 12.3.2. EFFECT; EFFECTIVE DATE...................................................................46 12.4. DISSEMINATION OF INFORMATION.........................................................................47 12.5. TAX TREATMENT........................................................................................47 iii 5 ARTICLE XIII. NOTICES................................................................................................47 13.1. NOTICES..............................................................................................47 13.2. CHANGE OF ADDRESS....................................................................................48 ARTICLE XIV. COUNTERPARTS.............................................................................................48 ARTICLE XV. CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.............................................48 15.1. CHOICE OF LAW........................................................................................48 15.2. CONSENT TO JURISDICTION..............................................................................48 15.3. WAIVER OF JURY TRIAL.................................................................................49 PRICING SCHEDULE.......................................................................................................65 EXHIBIT A. FORM OF OPINION...........................................................................................67 EXHIBIT B. COMPLIANCE CERTIFICATE....................................................................................69 EXHIBIT C. ASSIGNMENT AGREEMENT......................................................................................71 EXHIBIT D. LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION............................................................79 EXHIBIT E. NOTE......................................................................................................80 SCHEDULE 1. SUBSIDIARIES AND OTHER INVESTMENTS.......................................................................82 SCHEDULE 2. INDEBTEDNESS AND LIENS...................................................................................83 iv 6 364-DAY CREDIT AGREEMENT This 364-Day Credit Agreement, dated as of September 15, 2000, is among Pioneer-Standard Electronics, Inc., an Ohio corporation, the Lenders and Bank One, Michigan, a Michigan banking corporation having its principal office in Detroit, Michigan, as Agent. The parties hereto agree as follows: ARTICLE I DEFINITIONS ----------- As used in this Agreement: "Acquisition" means any transaction, or any series of related transactions, consummated on or after the date of this Agreement, by which the Borrower or any of its Subsidiaries (i) acquires any ongoing business or all or substantially all of the assets of any firm, corporation or limited liability company, or division thereof, whether through purchase of assets, merger or otherwise or (ii) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding ownership interests of a partnership or limited liability company. "Advance" means a borrowing hereunder, (i) made by the Lenders on the same Borrowing Date, or (ii) converted or continued by the Lenders on the same date of conversion or continuation, consisting, in either case, of the aggregate amount of the several Loans of the same Type and, in the case of Eurodollar Loans, for the same Interest Period. "Affected Lender" is defined in Section 2.20. "Affiliate" of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person. A Person shall be deemed to control another Person if the controlling Person owns 10% or more of any class of voting securities (or other ownership interests) of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of Capital Stock, by contract or otherwise. "Agent" means Bank One in its capacity as contractual representative of the Lenders pursuant to Article X, and not in its individual capacity as a Lender, and any successor Agent appointed pursuant to Article X. "Aggregate Commitment" means the aggregate of the Commitments of all the Lenders, as increased or reduced from time to time pursuant to the terms hereof. "Aggregate Outstanding Credit Exposure" means, at any time, the aggregate of the Outstanding Credit Exposure of all the Lenders. 7 "Agreement" means this 364-Day Credit Agreement, as it may be amended or modified and in effect from time to time. "Agreement Accounting Principles" means generally accepted accounting principles as in effect from time to time, applied in a manner consistent with that used in preparing the financial statements referred to in Section 5.4. "Agreement for Inventory Purchases" means that certain Agreement for Inventory Financing (Unsecured), dated as of March 31, 1998, by and between IBM Credit Corporation and Borrower, as amended or modified from time to time. "Alternate Base Rate" means, for any day, a rate of interest per annum equal to the higher of (i) the Prime Rate for such day and (ii) the sum of the Federal Funds Effective Rate for such day plus 1/2% per annum. "Applicable Fee Rate" means, at any time, the percentage rate per annum at which Facility Fees are accruing on the Aggregate Commitment (without regard to usage) at such time as set forth in the Pricing Schedule. "Applicable Margin" means, with respect to Advances of any Type at any time, the percentage rate per annum which is applicable at such time with respect to Advances of such Type as set forth in the Pricing Schedule. "Arranger" means Banc One Capital Markets, Inc., a Delaware corporation, and its successors, in its capacity as Lead Arranger and Sole Book Runner. "Article" means an article of this Agreement unless another document is specifically referenced. "Authorized Officer" means any of the president, the chief executive officer or the chief financial officer of the Borrower or any other person designated in writing by the president, the chief executive officer or the chief financial officer of the Borrower to act as an Authorized Officer in connection herewith, acting singly. "Available Aggregate Commitment" means, at any time, the Aggregate Commitment then in effect minus the Aggregate Outstanding Credit Exposure at such time. "Bank One" means Bank One, Michigan, a Michigan banking corporation having its principal office in Detroit, Michigan, in its individual capacity, and its successors. "Board of Directors" means: (1) with respect to a corporation, the board of directors of the corporation; (2) with respect to a partnership, the Board of Directors of the general partner of the partnership; and (3) with respect to any other Person, the board or committee or manager of such Person serving a similar function. 2 8 "Borrower" means Pioneer-Standard Electronics, Inc., an Ohio corporation, and its permitted successors and assigns. "Borrowing Base" means, at any time, an amount equal to the difference of: (a) the sum of (i) 85% of Eligible Accounts Receivable plus (ii) the lesser of (y) 50% of Eligible Inventory or (z) $175,000,000, minus (b) an amount equal to: (i) the aggregate outstanding principal balance of all Loans and LC Obligations (as each of those terms is defined in the Five-Year Credit Agreement) under the Five-Year Credit Agreement; plus (ii) the aggregate outstanding principal amount of the Senior Unsecured Notes; minus (iii) the aggregate amount of cash balances of the Borrower and its Subsidiaries at such time. For purposes of this definition, the amount of all Eligible Inventory and Eligible Accounts Receivable shall be expressed as the Dollar Amount thereof. "Borrowing Base Certificate" means a borrowing base certificate in a form approved by the Agent from time to time. "Borrowing Date" means a date on which an Advance is made hereunder. "Borrowing Notice" is defined in Section 2.8. "Business Day" means (i) with respect to any borrowing, payment or rate selection of Eurodollar Advances, a day (other than a Saturday or Sunday) on which banks generally are open in Detroit and New York for the conduct of substantially all of their commercial lending activities, interbank wire transfers can be made on the Fedwire system and dealings in United States dollars are carried on in the London interbank market and (ii) for all other purposes, a day (other than a Saturday or Sunday) on which banks generally are open in Detroit for the conduct of substantially all of their commercial lending activities and interbank wire transfers can be made on the Fedwire system. "Capital Expenditures" means, without duplication, any expenditures for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of the Borrower and its Subsidiaries prepared in accordance with Agreement Accounting Principles. "Capital Stock" means (i) in the case of any corporation, all capital stock and any securities exchangeable for or convertible into capital stock and any warrants, rights or other options to purchase or otherwise acquire capital stock or such securities or any other form of equity securities, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, (iii) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited) and (iv) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. "Capitalized Lease" of a Person means any lease of Property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles. 3 9 "Capitalized Lease Obligations" of a Person means the amount of the obligations of such Person under Capitalized Leases which would be shown as a liability on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles. "Cash Equivalent Investments" means (i) short-term obligations of, or fully guaranteed by, the United States of America, (ii) commercial paper rated A-2 or better by S&P or P-2 or better by Moody's, (iii) demand deposit accounts maintained in the ordinary course of business, and (iv) certificates of deposit issued by and time deposits with commercial banks (whether domestic or foreign) having capital and surplus in excess of $100,000,000; provided in each case that the same provides for payment of both principal and interest (and not principal alone or interest alone) and is not subject to any contingency regarding the payment of principal or interest. "Change in Control" means the occurrence of either of the following: (i) the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934) of 30% or more of the outstanding shares of voting Capital Stock of the Borrower; or (ii) the first day on which a majority of the members of the Board of Directors of the Borrower are not Continuing Directors. "Code" means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time. "Commitment" means, for each Lender, the obligation of such Lender to make Revolving Loans to the Borrower in an aggregate amount not exceeding the amount set forth opposite its signature below, as it may be modified as a result of any assignment that has become effective pursuant to Section 12.3.2 or as otherwise modified from time to time pursuant to the terms hereof. "Consolidated Capital Expenditures" means, with reference to any period, the Capital Expenditures of the Borrower and its Subsidiaries calculated on a consolidated basis for such period. "Consolidated Debt" means at any time the Indebtedness of the Borrower and its Subsidiaries calculated on a consolidated basis as of such time, excluding Indebtedness outstanding under the Agreement for Inventory Purchases and the Convertible Debentures. "Consolidated EBITDA" means (a) Consolidated Net Income, PLUS (b) to the extent deducted in determining such Consolidated Net Income, Consolidated Interest Expense, income taxes and depreciation and amortization expense, MINUS (c) to the extent included in determining such Consolidated Net Income, each of the following, without duplication: (i) the income of any Person (other than a Wholly-Owned Subsidiary of the Borrower) in which any Person other than the Borrower or any of its Subsidiaries has a joint interest or a partnership interest or other ownership interest, except to the extent of the amount of dividends or other distributions actually paid to the Borrower or any of its Subsidiaries by such Person during such period, (ii) gains (or plus non-cash losses) from the sale, exchange, transfer or other disposition of property or assets of the Borrower and its Subsidiaries, and related tax effects in accordance with Agreement Accounting Principles, (iii) any other extraordinary, unusual or non-recurring gains or other income (or plus other extraordinary, unusual or non-recurring non-cash losses) not from the continuing operations of the Borrower or its Subsidiaries, and related tax effects in accordance with Agreement Accounting Principles and (iv) the income of any Subsidiary of the Borrower to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary. 4 10 "Consolidated Interest Expense" means, with reference to any period, the interest expense of the Borrower and its Subsidiaries calculated on a consolidated basis for such period, excluding any interest expense attributable solely to the Convertible Debentures. "Consolidated Net Income" means, with reference to any period, the net income (or loss) of the Borrower and its Subsidiaries calculated on a consolidated basis for such period. "Consolidated Net Worth" means at any time the consolidated stockholders' equity of the Borrower and its Subsidiaries plus, without duplication, the aggregate outstanding principal amount of the Convertible Debentures, all as calculated on a consolidated basis as of such time and excluding foreign currency translation adjustments. "Consolidated Rentals" means, with reference to any period, the Rentals of the Borrower and its Subsidiaries calculated on a consolidated basis for such period. "Consolidated Tangible Net Worth" means, as of any date, the difference of (i) Consolidated Net Worth, minus (ii) to the extent included in determining the amount under the foregoing clause (i), the net book value of goodwill, cost in excess of fair value of net assets acquired, patents, trademarks, tradenames and copyrights, treasury stock and all other assets which are deemed intangible assets under Agreement Accounting Principles. "Contingent Obligation" of a Person means any agreement, undertaking or arrangement by which such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise becomes or is contingently liable upon, the obligation or liability of any other Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person, or otherwise assures any creditor of such other Person against loss, including, without limitation, any comfort letter, operating agreement, take-or-pay contract or the obligations of any such Person as general partner of a partnership with respect to the liabilities of the partnership. "Continuing Directors" means, as of any date of determination, any member of the Board of Directors of the Borrower who: (1) was a member of such Board of Directors on the date of this Agreement; or (2) was nominated for election to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election. "Controlled Group" means all members of a controlled group of corporations or other business entities and all trades or businesses (whether or not incorporated) under common control which, together with the Borrower or any of its Subsidiaries, are treated as a single employer under Section 414 of the Code. "Conversion/Continuation Notice" is defined in Section 2.9. "Convertible Debentures" means the Series A 6 3/4% Junior Convertible Subordinated Debentures of Borrower, due March 31, 2028, issued in an aggregate original principal amount of up to $150,000,000, under that certain Junior Subordinated Indenture, dated as of March 23, 1998, of Borrower to Wilmington Trust Company, as trustee, as supplemented by that certain First Supplemental Indenture, dated as of March 23, 1998, of Borrower to Wilmington Trust Company, as trustee. 5 11 "Default" means an event described in Article VII. "Defaulting Lender" means any Lender that (i) on any Borrowing Date fails to make available to the Agent such Lender's Loans required to be made to the Borrower on such Borrowing Date, or (ii) shall not have made a payment to the Agent required under this Agreement. Once a Lender becomes a Defaulting Lender, such Lender shall continue as a Defaulting Lender until such time as such Defaulting Lender makes available to the Agent, the amount of such Defaulting Lender's Loans together with all other amounts required to be paid to the Agent pursuant to this Agreement. "Dollar Amount" of any currency at any date shall mean (i) the amount of such currency if such currency is Dollars or (ii) the equivalent in such currency of such amount of Dollars if such currency is any currency other than Dollars, calculated on the basis of the arithmetical mean of the buy and sell spot rates of exchange of the Agent for such currency on the London market at 11:00 a.m., London time, on such date. "Dollars" and "$" shall mean the lawful currency of the United States of America. "Domestic Subsidiary" means each present and future Subsidiary of the Borrower which is not a Foreign Subsidiary. "Eligible Accounts Receivable" means, as of any date, those accounts receivable of the Borrower and its Subsidiaries, on a consolidated basis, valued at the face amount thereof less, without duplication, such reserves as may be established by the Borrower or on the books and records of the Borrower and less such reserves as the Agent elects to establish in its reasonable credit judgment; but shall not include any such account receivable that for any other reason is at any time deemed by the Agent to be ineligible in its reasonable credit judgment. "Eligible Inventory" means, as of any date, that inventory (including raw materials, work in process and finished goods) of the Borrower and its Subsidiaries, on a consolidated basis, less, without duplication, such reserves as may be established by the Borrower or on its books and records and less such reserves as the Agent elects to establish in its reasonable credit judgment; but shall not include any such inventory (a) that does not constitute inventory readily salable or usable in the business of the Borrower or any Subsidiary, (b) that bears a trademark or trade name of International Business Machines Corporation or is otherwise purchased or financed under the Agreement for Inventory Purchases or (c) that for any other reason is at any time deemed by the Agent to be ineligible in its reasonable credit judgment. "Environmental Laws" means any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions relating to (i) the protection of the environment, (ii) the effect of the environment on human health, (iii) emissions, discharges or releases of pollutants, contaminants, hazardous substances or wastes into surface water, ground water or land, or (iv) the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, hazardous substances or wastes or the clean-up or other remediation thereof. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any rule or regulation issued thereunder. 6 12 "Eurodollar Advance" means an Advance which, except as otherwise provided in Section 2.12, bears interest at the applicable Eurodollar Rate. "Eurodollar Base Rate" means, with respect to a Eurodollar Advance for the relevant Interest Period, the applicable British Bankers' Association Interest Settlement Rate for deposits in U.S. dollars appearing on Reuters Screen FRBD as of 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, and having a maturity equal to such Interest Period, provided that, (i) if Reuters Screen FRBD is not available to the Agent for any reason, the applicable Eurodollar Base Rate for the relevant Interest Period shall instead be the applicable British Bankers' Association Interest Settlement Rate for deposits in U.S. dollars as reported by any other generally recognized financial information service as of 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, and having a maturity equal to such Interest Period, and (ii) if no such British Bankers' Association Interest Settlement Rate is available to the Agent, the applicable Eurodollar Base Rate for the relevant Interest Period shall instead be the rate determined by the Agent to be the rate at which Bank One or one of its Affiliate banks offers to place deposits in U.S. dollars with first-class banks in the London interbank market at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, in the approximate amount of Bank One's relevant Eurodollar Loan and having a maturity equal to such Interest Period. "Eurodollar Loan" means a Loan which, except as otherwise provided in Section 2.12, bears interest at the applicable Eurodollar Rate. "Eurodollar Rate" means, with respect to a Eurodollar Advance for the relevant Interest Period, the sum of (i) the quotient of (a) the Eurodollar Base Rate applicable to such Interest Period, divided by (b) one minus the Reserve Requirement (expressed as a decimal) applicable to such Interest Period, plus (ii) the Applicable Margin. "Excluded Taxes" means, in the case of each Lender or applicable Lending Installation and the Agent, taxes imposed on its overall net income, and franchise taxes imposed on it, by (i) the jurisdiction under the laws of which such Lender or the Agent is incorporated or organized or (ii) the jurisdiction in which the Agent's or such Lender's principal executive office or such Lender's applicable Lending Installation is located. "Exhibit" refers to an exhibit to this Agreement, unless another document is specifically referenced. "Facility Termination Date" means the date two years after the Revolving Credit Termination Date. "Federal Funds Effective Rate" means, for any day, an interest rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations at approximately 10:00 a.m. (Detroit time) on such day on such transactions received by the Agent from three Federal funds brokers of recognized standing selected by the Agent in its sole discretion. 7 13 "Financial Contract" of a Person means (i) any exchange-traded or over-the-counter futures, forward, swap or option contract or other financial instrument with similar characteristics or (ii) any Rate Management Transaction. "Five-Year Credit Agreement" means the Five-Year Credit Agreement dated the date hereof among the Borrower, the Lenders and the Agent, as amended, modified, replaced or refinanced from time to time. "Floating Rate" means, for any day, a rate per annum equal to (i) the Alternate Base Rate for such day plus (ii) the Applicable Margin, in each case changing when and as the Alternate Base Rate changes. "Floating Rate Advance" means an Advance which, except as otherwise provided in Section 2.12, bears interest at the Floating Rate. "Floating Rate Loan" means a Loan which, except as otherwise provided in Section 2.12, bears interest at the Floating Rate. "Foreign Subsidiary" means each Subsidiary organized under the laws of a jurisdiction outside of the United States. "Guarantor" means any Subsidiary, if any, executing a Guaranty at any time pursuant hereto. "Guaranty" means each guaranty, if any, executed by any Guarantor in favor of the Agent, for the ratable benefit of the Lenders, pursuant to Section 6.18 of this Agreement and in form and substance satisfactory to the Agent, as they may be amended or modified and in effect from time to time. "Indebtedness" of a Person means such Person's (i) any obligation for borrowed money or other financial accommodation which in accordance with Agreement Accounting Principles would be shown as a liability on the consolidated balance sheet of such Person, and including without limitation the amount outstanding under the Agreement for Inventory Purchases, the Convertible Debenture and the Senior Unsecured Notes, obligations representing the deferred purchase price of Property or services (other than accounts payable arising in the ordinary course of such Person's business payable on terms customary in the trade), obligations, whether or not assumed, secured by Liens or payable out of the proceeds or production from Property now or hereafter owned or acquired by such Person, obligations which are evidenced by notes, acceptances or other instruments, obligations of such Person to purchase securities or other Property arising out of or in connection with the sale of the same or substantially similar securities or Property, and Capitalized Lease Obligations, (ii) Off-Balance Sheet Liabilities, and (iii) Contingent Obligations with respect to any of the foregoing. "Interest Period" means, with respect to a Eurodollar Advance, a period of one, two, three or six months commencing on a Business Day selected by the Borrower pursuant to this Agreement. Such Interest Period shall end on the day which corresponds numerically to such date one, two, three or six months thereafter, provided, however, that if there is no such numerically corresponding day in such next, second, third or sixth succeeding month, such Interest Period shall end on the last Business Day of such next, second, third or sixth succeeding month. If an Interest Period would otherwise end on a day which is not a Business Day, such Interest Period shall end on the next succeeding Business Day, provided, however, that if said next succeeding Business Day falls in a new calendar month, such Interest Period shall end on the immediately preceding Business Day. 8 14 "Investment" of a Person means any loan, advance (other than commission, travel and similar advances to officers and employees made in the ordinary course of business), extension of credit (other than accounts receivable arising in the ordinary course of business on terms customary in the trade) or contribution of capital by such Person; stocks, bonds, mutual funds, partnership interests, notes, debentures or other securities owned by such Person; any deposit accounts and certificate of deposit owned by such Person; and structured notes, derivative financial instruments and other similar instruments or contracts owned by such Person. "Lenders" means the lending institutions listed on the signature pages of this Agreement and their respective successors and assigns. "Lending Installation" means, with respect to a Lender or the Agent, the office, branch, subsidiary or affiliate of such Lender or the Agent listed on the signature pages hereof or on a Schedule or otherwise selected by such Lender or the Agent pursuant to Section 2.18. "Letter of Credit" of a Person means a letter of credit or similar instrument which is issued upon the application of such Person or upon which such Person is an account party or for which such Person is in any way liable. "Leverage Ratio" means, as of any date of calculation, the ratio of (i) Consolidated Debt outstanding on such date to (ii) Consolidated EBITDA for the Borrower's then most-recently ended four fiscal quarters. "Lien" means any lien (statutory or other), mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, the interest of a vendor or lessor under any conditional sale, Capitalized Lease or other title retention agreement). "Loan" means a Revolving Loan. "Loan Documents" means this Agreement, the Guaranty, any Notes issued pursuant to Section 2.14, any Pledge Agreements and any other agreement or document executed in connection with any of the foregoing. "Margin Stock" means "margin stock" as defined in Regulations U or X or "marginable OTC stock" or "foreign margin stock" within the meaning of Regulation T. "Material Adverse Effect" means a material adverse effect on (i) the business, Property, condition (financial or otherwise), results of operations, or prospects of the Borrower and its Subsidiaries taken as a whole, (ii) the ability of the Borrower to perform its obligations under the Loan Documents, or (iii) the validity or enforceability of any of the Loan Documents or the rights or remedies of the Agent or the Lenders thereunder. "Material Indebtedness" is defined in Section 7.5. "Moody's" means Moody's Investors Service, Inc. "Multiemployer Plan" means a Plan maintained pursuant to a collective bargaining agreement or any other arrangement to which the Borrower or any member of the Controlled Group is a party to which more than one employer is obligated to make contributions. 9 15 "National City Credit Agreement" means the Credit Agreement dated as of March 27, 1998 among Pioneer-Standard Electronics, Inc., the lenders party thereto, and National City Bank, as agent for such lenders. "Non-U.S. Borrower" is defined in Section 3.1(b). "Non-U.S. Lender" is defined in Section 3.5(iv). "Note" is defined in Section 2.14. "Obligations" means all unpaid principal of and accrued and unpaid interest on the Loans, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of the Borrower to the Lenders or to any Lender, the Agent or any indemnified party arising under the Loan Documents. "Off-Balance Sheet Liability" of a Person means (i) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (ii) any liability under any Sale and Leaseback Transaction which is not a Capitalized Lease, (iii) any liability under any so-called "synthetic lease" transaction entered into by such Person, or (iv) any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheets of such Person, but excluding from this clause (iv) Operating Leases. "Operating Lease" of a Person means any lease of Property (other than a Capitalized Lease) by such Person as lessee which has an original term (including any required renewals and any renewals effective at the option of the lessor) of one year or more. "Other Taxes" is defined in Section 3.5(ii). "Outstanding Credit Exposure" means, as to any Lender at any time, the aggregate principal amount of its Revolving Loans outstanding at such time. "Participants" is defined in Section 12.2.1. "Payment Date" means the last day of each calendar quarter. "PBGC" means the Pension Benefit Guaranty Corporation, or any successor thereto. "Permitted Securitization Transaction" is defined in Section 6.12(v). "Person" means any natural person, corporation, firm, joint venture, partnership, limited liability company, association, enterprise, trust or other entity or organization, or any government or political subdivision or any agency, department or instrumentality thereof. "Plan" means an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code as to which the Borrower or any member of the Controlled Group may have any liability. 10 16 "Pledge Agreement" means each pledge agreement and any other agreement or document executed and delivered by the Borrower or any of its Subsidiaries to the Agent, each in form and substance satisfactory to the Agent, pursuant to which the Borrower or such Subsidiary grants a pledge on any Capital Stock of any Foreign Subsidiary, including any amendment, modification, renewal or replacement of any such pledge agreement or other agreement or document. "Pricing Schedule" means the Schedule attached hereto identified as such. "Prime Rate" means a rate per annum equal to the prime rate of interest announced from time to time by Bank One or its parent (which is not necessarily the lowest rate charged to any customer), changing when and as said prime rate changes. "Property" of a Person means any and all property, whether real, personal, tangible, intangible, or mixed, of such Person, or other assets owned, leased or operated by such Person. "Pro Rata Share" means, with respect to a Lender, a portion equal to a fraction the numerator of which is such Lender's Commitment and the denominator of which is the Aggregate Commitment. "Purchasers" is defined in Section 12.3.1. "Rate Management Transaction" means any transaction (including an agreement with respect thereto) now existing or hereafter entered into between the Borrower and any Lender or Affiliate thereof which is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, forward transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures. "Rate Management Obligations" of a Person means any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (i) any and all Rate Management Transactions, and (ii) any and all cancellations, buy backs, reversals, terminations or assignments of any Rate Management Transactions. "Regulation D" means Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor thereto or other regulation or official interpretation of said Board of Governors relating to reserve requirements applicable to member banks of the Federal Reserve System. "Regulation T" means Regulation T of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor or other regulation or official interpretation of said Board of Governors. "Regulation U" means Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor or other regulation or official interpretation of said Board of Governors. "Regulation X" means Regulation X of the Board of Governors of the Federal Reserve System as 11 17 from time to time in effect and any successor or other regulation or official interpretation of said Board of Governors. "Rentals" of a Person means the aggregate fixed amounts payable by such Person under any Operating Lease. "Reportable Event" means a reportable event as defined in Section 4043 of ERISA and the regulations issued under such section, with respect to a Plan, excluding, however, such events as to which the PBGC has by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event, provided, however, that a failure to meet the minimum funding standard of Section 412 of the Code and of Section 302 of ERISA shall be a Reportable Event regardless of the issuance of any such waiver of the notice requirement in accordance with either Section 4043(a) of ERISA or Section 412(d) of the Code. "Reports" is defined in Section 9.6. "Required Lenders" means Lenders in the aggregate having at least 51% of the Aggregate Commitment or, if the Aggregate Commitment has been terminated, Lenders in the aggregate holding at least 51% of the Aggregate Outstanding Credit Exposure. "Reserve Requirement" means, with respect to an Interest Period, the maximum aggregate reserve requirement (including all basic, supplemental, marginal and other reserves) which is imposed under Regulation D on Eurocurrency liabilities. "Revolving Credit Termination Balance" means the aggregate principal amount of Advances outstanding on the Revolving Credit Termination Date after giving effect to any Advances made or repaid on such date. "Revolving Credit Termination Date" means the date 364 days after the date hereof, or any earlier date on which the Aggregate Commitment is reduced to zero or otherwise terminated pursuant to the terms hereof. "Revolving Loan" means, with respect to a Lender, such Lender's loan made pursuant to its commitment to lend set forth in Section 2.1 (or any conversion or continuation thereof). "S&P" means Standard and Poor's Ratings Services, a division of The McGraw Hill Companies, Inc. "Sale and Leaseback Transaction" means any sale or other transfer of Property by any Person with the intent to lease such Property as lessee. "Schedule" refers to a specific schedule to this Agreement, unless another document is specifically referenced. "Section" means a numbered section of this Agreement, unless another document is specifically referenced. "Securitization Entity" means a wholly-owned Subsidiary of the Borrower that engages in no activities other than Permitted Securitization Transactions and any necessary related activities and owns no assets other than as required for Permitted Securitization Transactions and (i) no portion of the 12 18 Indebtedness (contingent or otherwise) of which is guaranteed by the Borrower or any Subsidiary of the Borrower or is recourse to or obligates the Borrower or any Subsidiary of the Borrower in any way, other than pursuant to customary representations, warranties, covenants, indemnities and other obligations entered into in connection with a Permitted Securitization Transaction, and (ii) to which neither the Borrower nor any Subsidiary of the Borrower has any material obligation to maintain or preserve such entity's financial condition or cause such entity to achieve certain levels of operating results. "Senior Unsecured Notes" means the 8 1/2% Senior Notes of Borrower, due August 2006, issued in an aggregate original principal amount of $150,000,000, under that certain Indenture, dated as of August 1, 1996, of Borrower to Star Bank, N.A., as trustee. "Significant Subsidiary" means any Subsidiary which would be a "significant subsidiary" as defined in Rule 1-02 of Regulation S-X under the Securities Exchange Act of 1934, as amended. "Single Employer Plan" means a Plan maintained by the Borrower or any member of the Controlled Group for employees of the Borrower or any member of the Controlled Group. "Subsidiary" of a Person means (i) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or (ii) any partnership, limited liability company, association, joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled. Unless otherwise expressly provided, all references herein to a "Subsidiary" shall mean a Subsidiary of the Borrower. "Substantial Portion" means, with respect to the Property of the Borrower and its Subsidiaries, Property which (i) represents more than 10% of the consolidated assets of the Borrower and its Subsidiaries as would be shown in the consolidated financial statements of the Borrower and its Subsidiaries as at the beginning of the twelve-month period ending with the month in which such determination is made, or (ii) is responsible for more than 10% of the consolidated net sales or of the consolidated net income of the Borrower and its Subsidiaries as reflected in the financial statements referred to in clause (i) above. "Taxes" means any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and any and all liabilities with respect to the foregoing, but excluding Excluded Taxes and Other Taxes. "Transferee" is defined in Section 12.4. "Type" means, with respect to any Advance, its nature as a Floating Rate Advance or a Eurodollar Advance. "Unfunded Liabilities" means the amount (if any) by which the present value of all vested and unvested accrued benefits under all Single Employer Plans exceeds the fair market value of all such Plan assets allocable to such benefits, all determined as of the then most recent valuation date for such Plans using PBGC actuarial assumptions for single employer plan terminations. "Unmatured Default" means an event which but for the lapse of time or the giving of notice, or both, would constitute a Default. 13 19 "Wholly-Owned Subsidiary" of a Person means (i) any Subsidiary all of the outstanding voting securities of which shall at the time be owned or controlled, directly or indirectly, by such Person or one or more Wholly-Owned Subsidiaries of such Person, or by such Person and one or more Wholly-Owned Subsidiaries of such Person, or (ii) any partnership, limited liability company, association, joint venture or similar business organization 100% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled. The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms. ARTICLE II THE CREDITS ----------- 2.1. COMMITMENT. From and including the date of this Agreement and prior to the Revolving Credit Termination Date, each Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Revolving Loans to the Borrower, provided that, after giving effect to the making of each such Loan, such Lender's Outstanding Credit Exposure shall not exceed its Commitment and the Aggregate Outstanding Credit Exposure shall not exceed the lesser of the Aggregate Commitments and the Borrowing Base. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow at any time prior to the Revolving Credit Termination Date. The Commitments to extend credit hereunder shall expire on the Revolving Credit Termination Date. 2.2. REQUIRED PAYMENTS; TERMINATION. Unless earlier payment is required hereunder, the Revolving Credit Termination Balance and all other unpaid Obligations shall be paid in full by the Borrower on the Facility Termination Date. Additionally, the Borrower shall promptly pay the Aggregate Outstanding Credit Exposure to the extent the amount thereof at any time exceeds the lesser of the Aggregate Commitments and the Borrowing Base at such time. 2.3. RATABLE LOANS. Each Advance hereunder shall consist of Revolving Loans made from the several Lenders ratably according to their Pro Rata Shares. 2.4. TYPES OF ADVANCES. The Advances may be Floating Rate Advances or Eurodollar Advances, or a combination thereof, selected by the Borrower in accordance with Sections 2.9 and 2.10. 2.5. [Intentionally Omitted] 2.6. FACILITY FEE; REDUCTIONS IN AGGREGATE COMMITMENT. (i) The Borrower agrees to pay to the Agent for the account of each Lender according to its Pro Rata Share a facility fee at a per annum rate equal to the Applicable Fee Rate on the average daily amount of such Lender's Commitment, whether used or unused, from the date hereof to and including the Revolving Credit Termination Date and, after the Revolving Credit Termination Date, on the average daily principal amount of such Lender's Outstanding Credit Exposure, payable on each Payment Date hereafter and on the Facility Termination Date. (ii) The Borrower may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders in integral multiples of $10,000,000, upon at least five Business Days' written notice to the Agent, which notice shall specify the amount of any such reduction, provided, however, that 14 20 (a) the amount of the Aggregate Commitment may not be reduced below the Aggregate Outstanding Credit Exposure and (b) simultaneously with any such reduction, the Borrower shall reduce the Aggregate Commitments (as defined in the Five-Year Credit Agreement) under the Five-Year Credit Agreement on a pro rata basis. All accrued facility fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Advances hereunder. 2.7. MINIMUM AMOUNT OF EACH ADVANCE. Each Eurodollar Advance shall be in the minimum amount of $5,000,000 (and in multiples of $1,000,000 if in excess thereof), and each Floating Rate Advance shall be in the minimum amount of $2,500,000 (and in multiples of $1,000,000 if in excess thereof), provided, however, that any Floating Rate Advance may be in the amount of the Available Aggregate Commitment. 2.8. OPTIONAL PRINCIPAL PAYMENTS. The Borrower may from time to time pay, without penalty or premium, all outstanding Floating Rate Advances, or, in a minimum aggregate amount of $2,500,000 or any integral multiple of $1,000,000 in excess thereof, any portion of the outstanding Floating Rate Advances upon two Business Days' prior notice to the Agent. The Borrower may from time to time pay, subject to the payment of any funding indemnification amounts required by Section 3.4 but without penalty or premium, all outstanding Eurodollar Advances, or, in a minimum aggregate amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof, any portion of the outstanding Eurodollar Advances upon three Business Days' prior notice to the Agent. 2.9. METHOD OF SELECTING TYPES AND INTEREST PERIODS FOR NEW ADVANCES. The Borrower shall select the Type of Advance and, in the case of each Eurodollar Advance, the Interest Period applicable thereto from time to time. The Borrower shall give the Agent irrevocable notice (a "Borrowing Notice") not later than noon (Detroit time) at least one Business Day before the Borrowing Date of each Floating Rate Advance and three Business Days before the Borrowing Date for each Eurodollar Advance, specifying: (i) the Borrowing Date, which shall be a Business Day, of such Advance, (ii) the aggregate amount of such Advance, (iii) the Type of Advance selected, and (iv) in the case of each Eurodollar Advance, the Interest Period applicable thereto. Not later than 1:00 pm (Detroit time) on each Borrowing Date, each Lender shall make available its Revolving Loan or Revolving Loans in funds immediately available in Detroit to the Agent at its address specified pursuant to Article XIII. The Agent will make the funds so received from the Lenders available to the Borrower at the Agent's aforesaid address. 2.10. CONVERSION AND CONTINUATION OF OUTSTANDING ADVANCES. Floating Rate Advances shall continue as Floating Rate Advances unless and until such Floating Rate Advances are converted into Eurodollar Advances pursuant to this Section 2.10 or are repaid in accordance with Section 2.8. Each Eurodollar Advance shall continue as a Eurodollar Advance until the end of the then applicable Interest Period therefor, at which time such Eurodollar Advance shall be automatically converted into a Floating Rate Advance unless (x) such Eurodollar Advance is or was repaid in accordance with Section 2.8 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurodollar Advance continue as a Eurodollar Advance for the same or another Interest Period. Subject to the terms of Section 2.7, the Borrower may 15 21 elect from time to time to convert all or any part of a Floating Rate Advance into a Eurodollar Advance. The Borrower shall give the Agent irrevocable notice (a "Conversion/Continuation Notice") of each conversion of a Floating Rate Advance into a Eurodollar Advance or continuation of a Eurodollar Advance not later than noon (Detroit time) at least three Business Days prior to the date of the requested conversion or continuation, specifying: (i) the requested date, which shall be a Business Day, of such conversion or continuation, (ii) the aggregate amount and Type of the Advance which is to be converted or continued, and (iii) the amount of such Advance which is to be converted into or continued as a Eurodollar Advance and the duration of the Interest Period applicable thereto. 2.11. CHANGES IN INTEREST RATE, ETC. Each Floating Rate Advance shall bear interest on the outstanding principal amount thereof, for each day from and including the date such Advance is made or is automatically converted from a Eurodollar Advance into a Floating Rate Advance pursuant to Section 2.10, to but excluding the date it is paid or is converted into a Eurodollar Advance pursuant to Section 2.10 hereof, at a rate per annum equal to the Floating Rate for such day. Changes in the rate of interest on that portion of any Advance maintained as a Floating Rate Advance will take effect simultaneously with each change in the Alternate Base Rate. Each Eurodollar Advance shall bear interest on the outstanding principal amount thereof from and including the first day of the Interest Period applicable thereto to (but not including) the last day of such Interest Period at the interest rate determined by the Agent as applicable to such Eurodollar Advance based upon the Borrower's selections under Sections 2.9 and 2.10 and otherwise in accordance with the terms hereof. No Interest Period may end after the Facility Termination Date. 2.12. RATES APPLICABLE AFTER DEFAULT. Notwithstanding anything to the contrary contained in Section 2.9 or 2.10, during the continuance of a Default or Unmatured Default the Required Lenders may, at their option, by notice to the Borrower (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 8.2 requiring unanimous consent of the Lenders to changes in interest rates), declare that no Advance may be made as, converted into or continued as a Eurodollar Advance. During the continuance of a Default the Required Lenders may, at their option, by notice to the Borrower (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 8.2 requiring unanimous consent of the Lenders to changes in interest rates), declare that (i) each Eurodollar Advance shall bear interest for the remainder of the applicable Interest Period at the rate otherwise applicable to such Interest Period plus 2% per annum, and (ii) each Floating Rate Advance shall bear interest at a rate per annum equal to the Floating Rate in effect from time to time plus 2% per annum, provided that, during the continuance of a Default under Section 7.6 or 7.7, the interest rates set forth in clauses (i) and (ii) above shall be applicable to all Advances without any election or action on the part of the Agent or any Lender. 2.13. METHOD OF PAYMENT. All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agent's address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower, by noon (local time) on the date when due and shall be applied ratably by the Agent among the Lenders. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. Notwithstanding the foregoing, no payments of principal, interest, fees or 16 22 other amounts delivered to the Agent for the account of any Defaulting Lender shall be delivered by the Agent to such Defaulting Lender. Instead, such payments shall, for so long as such Defaulting Lender shall be a Defaulting Lender, be held by the Agent, and the Agent is hereby authorized and directed by all parties hereto to hold such funds in escrow and apply such funds as follows: (i) FIRST, if applicable to any payments due from such Defaulting Lender to the Agent, and (ii) SECOND, to Advances required to be made by such Defaulting Lender on any Borrowing Date to the extent such Defaulting Lender fails to make such Advances. Notwithstanding the foregoing, upon the termination of all Commitments and the payment and performance of all of the Obligations (other than those owing to a Defaulting Lender), any funds then held in escrow by the Agent pursuant to the preceding sentence shall be distributed to each Defaulting Lender, PRO RATA in proportion to amounts that would be due to each Defaulting Lender but for the fact that it is a Defaulting Lender. The Agent is hereby authorized to charge the account of the Borrower maintained with Bank One for each payment of principal, interest and fees as it becomes due hereunder. 2.14. NOTELESS AGREEMENT; EVIDENCE OF INDEBTEDNESS. (i) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (ii) The Agent shall also maintain accounts in which it will record (a) the amount of each Loan made hereunder, the Type thereof and the Interest Period with respect thereto, (b) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (c) the amount of any sum received by the Agent hereunder from the Borrower and each Lender's share thereof. (iii) The entries maintained in the accounts maintained pursuant to paragraphs (i) and (ii) above shall be prima facie evidence of the existence and amounts of the Obligations therein recorded; provided, however, that the failure of the Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Obligations in accordance with their terms. (iv) Any Lender may request that its Revolving Loans be evidenced by a promissory note substantially in the form of Exhibit E (each a "Note"). In such event, the Borrower shall prepare, execute and deliver to such Lender such Note payable to the order of such Lender. Thereafter, the Loans evidenced by such Note and interest thereon shall at all times (including after any assignment pursuant to Section 12.3) be represented by one or more Notes payable to the order of the payee named therein or any assignee pursuant to Section 12.3, except to the extent that any such Lender or assignee subsequently returns any such Note for cancellation and requests that such Loans once again be evidenced as described in paragraphs (i) and (ii) above. 2.15. TELEPHONIC NOTICES. The Borrower hereby authorizes the Lenders and the Agent to extend, convert or continue Advances, effect selections of Types of Advances and to transfer funds based on telephonic notices made by any person or persons the Agent or any Lender in good faith believes to be acting on behalf of the Borrower, it being understood that the foregoing authorization is specifically intended to allow Borrowing Notices and Conversion/Continuation Notices to be given telephonically. The Borrower agrees to deliver promptly to the Agent a written confirmation, if such confirmation is requested by the Agent or any Lender, of each telephonic notice signed by an Authorized Officer. If the written confirmation differs in any material respect from the action taken by the Agent and the Lenders, the records of the Agent and the Lenders shall constitute prima facie evidence of the action requested by Borrower. 17 23 2.16. INTEREST PAYMENT DATES; INTEREST AND FEE BASIS. Interest accrued on each Floating Rate Advance shall be payable on each Payment Date, commencing with the first such date to occur after the date hereof, on any date on which the Floating Rate Advance is prepaid, whether due to acceleration or otherwise, and at maturity. Interest accrued on that portion of the outstanding principal amount of any Floating Rate Advance converted into a Eurodollar Advance on a day other than a Payment Date shall be payable on the date of conversion. Interest accrued on each Eurodollar Advance shall be payable on the last day of its applicable Interest Period, on any date on which the Eurodollar Advance is prepaid, whether by acceleration or otherwise, and at maturity. Interest accrued on each Eurodollar Advance having an Interest Period longer than three months shall also be payable on the last day of each three-month interval during such Interest Period. Interest, facility fees shall be calculated for actual days elapsed on the basis of a 360-day year. Interest shall be payable for the day an Advance is made but not for the day of any payment on the amount paid if payment is received prior to noon (local time) at the place of payment. If any payment of principal of or interest on an Advance shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a principal payment, such extension of time shall be included in computing interest in connection with such payment. 2.17. NOTIFICATION OF ADVANCES, INTEREST RATES, PREPAYMENTS AND COMMITMENT REDUCTIONS. Promptly after receipt thereof, the Agent will notify each Lender of the contents of each Aggregate Commitment reduction notice, Borrowing Notice, Conversion/Continuation Notice, and repayment notice received by it hereunder. The Agent will notify each Lender of the interest rate applicable to each Eurodollar Advance promptly upon determination of such interest rate and will give each Lender prompt notice of each change in the Alternate Base Rate. 2.18. LENDING INSTALLATIONS. Each Lender may book its Loans at any Lending Installation selected by such Lender and may change its Lending Installation from time to time. All terms of this Agreement shall apply to any such Lending Installation and the Loans and any Notes issued hereunder shall be deemed held by each Lender for the benefit of any such Lending Installation. Each Lender may, by written notice to the Agent and the Borrower in accordance with Article XIII, designate replacement or additional Lending Installations through which Loans will be made by it and for whose account Loan payments are to be made. 2.19. NON-RECEIPT OF FUNDS BY THE AGENT. Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the Agent may assume that such payment has been made. The Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Loan. 2.20. REPLACEMENT OF LENDER. If the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any Lender's obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3 (any Lender so affected an "Affected Lender"), the Borrower may elect, if such amounts continue to be 18 24 charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Advances and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender. ARTICLE III YIELD PROTECTION; TAXES ----------------------- 3.1. YIELD PROTECTION. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender in respect of its Eurodollar Loans, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Eurodollar Loans, or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Eurodollar Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Eurodollar Loans held or interest received by it, by an amount deemed material by such Lender, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or to reduce the return received by such Lender or applicable Lending Installation, as the case may be, in 19 25 connection with such Eurodollar Loans or Commitment, then, within 30 days of demand by such Lender, the Borrower shall pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction in amount received. 3.2. CHANGES IN CAPITAL ADEQUACY REGULATIONS. If a Lender determines the amount of capital required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change, then, within 30 days of demand by such Lender, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender determines is attributable to this Agreement, its Outstanding Credit Exposure or its Commitment to make Loans, as the case may be, hereunder (after taking into account such Lender's policies as to capital adequacy). "Change" means (i) any change after the date of this Agreement in the Risk-Based Capital Guidelines or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by any Lender or any Lending Installation or any corporation controlling any Lender. "Risk-Based Capital Guidelines" means (i) the risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement. 3.3. AVAILABILITY OF TYPES OF ADVANCES. If any Lender determines that maintenance of its Eurodollar Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or if the Required Lenders determine that (i) deposits of a type and maturity appropriate to match fund Eurodollar Advances are not available or (ii) the interest rate applicable to Eurodollar Advances does not accurately reflect the cost of making or maintaining Eurodollar Advances, then the Agent shall suspend the availability of Eurodollar Advances and require any affected Eurodollar Advances to be repaid or converted to Floating Rate Advances, subject to the payment of any funding indemnification amounts required by Section 3.4. 3.4. FUNDING INDEMNIFICATION. If any payment of a Eurodollar Advance occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, or a Eurodollar Advance is not made on the date specified by a Borrower for any reason other than default by the Lenders, the relevant Borrower will indemnify each Lender for any loss or cost incurred by it resulting therefrom, including, without limitation, any loss or cost in liquidating or employing deposits acquired to fund or maintain such Eurodollar Advance. 3.5. TAXES. (i) All payments by Borrower to or for the account of any Lender or the Agent hereunder or under any Note shall be made free and clear of and without deduction for any and all Taxes. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Lender or the Agent, (a) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.5) such Lender or the Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (b) the Borrower shall make such deductions, (c) the Borrower shall pay the full amount deducted to the relevant authority in accordance with applicable law and (d) the Borrower shall furnish to the Agent the original copy of a receipt evidencing payment thereof within 30 days after such payment is made. 20 26 (ii) In addition, the Borrower hereby agrees to pay any present or future stamp or documentary taxes and any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under any Note or from the execution or delivery of, or otherwise with respect to, this Agreement or any Note ("Other Taxes"). (iii) The Borrower hereby agrees to indemnify the Agent and each Lender for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed on amounts payable under this Section 3.5) paid by the Agent or such Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Payments due under this indemnification shall be made within 30 days of the date the Agent or such Lender makes demand therefor pursuant to Section 3.6. (iv) Each Lender that is not incorporated under the laws of the United States of America or a state thereof (each a "Non-U.S. Lender") agrees that it will, not more than ten Business Days after the date of this Agreement, (i) deliver to each of the Borrower and the Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, and (ii) deliver to each of the Borrower and the Agent a United States Internal Revenue Form W-8 or W-9, as the case may be, and certify that it is entitled to an exemption from United States backup withholding tax. Each Non-U.S. Lender further undertakes to deliver to each of the Borrower and the Agent (x) renewals or additional copies of such form (or any successor form) on or before the date that such form expires or becomes obsolete, and (y) after the occurrence of any event requiring a change in the most recent forms so delivered by it, such additional forms or amendments thereto as may be reasonably requested by the Borrower or the Agent. All forms or amendments described in the preceding sentence shall certify that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form or amendment with respect to it and such Lender advises the Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax. (v) For any period during which a Non-U.S. Lender has failed to provide the Borrower with an appropriate form pursuant to clause (iv), above (unless such failure is due to a change in treaty, law or regulation, or any change in the interpretation or administration thereof by any governmental authority, occurring subsequent to the date on which a form originally was required to be provided), such Non-U.S. Lender shall not be entitled to indemnification under this Section 3.5 with respect to Taxes imposed by the United States; provided that, should a Non-U.S. Lender which is otherwise exempt from or subject to a reduced rate of withholding tax become subject to Taxes because of its failure to deliver a form required under clause (iv), above, the Borrower shall take such steps as such Non-U.S. Lender shall reasonably request to assist such Non-U.S. Lender to recover such Taxes. (vi) Any Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments under this Agreement or any Note pursuant to the law of any relevant jurisdiction or any treaty shall deliver to the Borrower (with a copy to the Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate. (vii) If the U.S. Internal Revenue Service or any other governmental authority of the United States or any other country or any political subdivision thereof asserts a claim that the Agent did not 21 27 properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered or properly completed, because such Lender failed to notify the Agent of a change in circumstances which rendered its exemption from withholding ineffective, or for any other reason), such Lender shall indemnify the Agent and the Borrower fully for all amounts paid, directly or indirectly, by the Agent as tax, withholding therefor, or otherwise, including penalties and interest, and including taxes imposed by any jurisdiction on amounts payable to the Agent under this subsection, together with all costs and expenses related thereto (including attorneys fees and time charges of attorneys for the Agent, which attorneys may be employees of the Agent). The obligations of the Lenders under this Section 3.5(vii) shall survive the payment of the Obligations and termination of this Agreement. 3.6. LENDER STATEMENTS; SURVIVAL OF INDEMNITY. To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Eurodollar Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower (with a copy to the Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrower in the absence of manifest error. Determination of amounts payable under such Sections in connection with a Eurodollar Loan shall be calculated as though each Lender funded its Eurodollar Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower of such written statement. The obligations of the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of the Obligations and termination of this Agreement. ARTICLE IV CONDITIONS PRECEDENT -------------------- 4.1. INITIAL ADVANCE. The Lenders shall not be required to make the initial Advance hereunder unless the Borrower has furnished to the Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. 22 28 (iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested. (viii) The Borrower shall have delivered accurate and complete copies of the Agreement for Inventory Purchases, the Convertible Debenture and the Senior Unsecured Notes and agreements and instruments executed in connection therewith, including any amendments thereto, together with a certificate of the Borrower with respect to such matters relating to those agreements as required by the Agent. (ix) The Five-Year Credit Agreement shall close simultaneously with this Agreement. (x) Payment in full and termination of the National City Credit Agreement simultaneously with such initial Advance. (xi) Such other documents as the Agent or its counsel may have reasonably requested. 4.2. EACH BORROWING. The Lenders shall not be required to make any Borrowing unless on the applicable Borrowing Date: (i) There exists no Default or Unmatured Default. (ii) The representations and warranties contained in Article V are true and correct as of such Borrowing Date 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. (iii) All legal matters incident to the making of such Borrowing shall be satisfactory to the Agent and its counsel. Each Borrowing Notice with respect to each such Borrowing shall constitute a representation and warranty by the Borrower that the conditions contained in Sections 4.2(i) and (ii) have been satisfied. The Agent may require a duly completed compliance certificate in substantially the form of Exhibit B as a condition to making an Advance. ARTICLE V REPRESENTATIONS AND WARRANTIES ------------------------------ 23 29 The Borrower represents and warrants to the Lenders that: 5.1. EXISTENCE AND STANDING. Each of the Borrower and its Subsidiaries is a corporation, partnership (in the case of Subsidiaries only), limited liability company or similar entity duly and properly incorporated or organized, as the case may be, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted and where the failure to have such authority would not have a Material Adverse Effect. 5.2. AUTHORIZATION AND VALIDITY. The Borrower has the power and authority and legal right to execute and deliver the Loan Documents to which it is a party and to perform its obligations thereunder. The execution and delivery by the Borrower of the Loan Documents to which it is a party and the performance of its obligations thereunder have been duly authorized by proper corporate (to the extent such concept applies to such entity) proceedings, and the Loan Documents to which the Borrower is a party constitute legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by equitable principles (regardless of whether enforcement is sought in equity or at law). 5.3. NO CONFLICT; GOVERNMENT CONSENT. Neither the execution and delivery by the Borrower of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries or (ii) the Borrower's or any Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or other material agreement to which the Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or a Subsidiary pursuant to the terms of any such indenture, instrument or other material agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any of its Subsidiaries, is required to be obtained by the Borrower or any of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents. 5.4. FINANCIAL STATEMENTS. The March 31, 2000 consolidated financial statements of the Borrower and its Subsidiaries heretofore delivered to the Lenders were prepared in accordance with generally accepted accounting principles in effect on the date such statements were prepared and fairly present the consolidated financial condition and operations of the Borrower and its Subsidiaries at such date and the consolidated results of their operations for the period then ended. 5.5. MATERIAL ADVERSE CHANGE. Since March 31, 2000 there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Borrower and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect. 24 30 5.6. TAXES. The Borrower and its Subsidiaries have filed all United States federal tax returns and all other tax returns which are required to be filed and have paid all taxes due pursuant to said returns or pursuant to any assessment received by the Borrower or any of its Subsidiaries, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided in accordance with Agreement Accounting Principles. The United States income tax returns of the Borrower and its Subsidiaries have been audited by the Internal Revenue Service through the fiscal year ended March 31, 1997. No tax liens have been filed and no claims are being asserted with respect to any such taxes. The charges, accruals and reserves on the books of the Borrower and its Subsidiaries in respect of any taxes or other governmental charges are adequate. 5.7. LITIGATION AND CONTINGENT OBLIGATIONS. There is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of their officers, threatened against or affecting the Borrower or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Borrowings. Other than any liability incident to any litigation, arbitration or proceeding which could not reasonably be expected to have a Material Adverse Effect, the Borrower has no material contingent obligations not provided for or disclosed in the financial statements referred to in Section 5.4. 5.8. SUBSIDIARIES. Schedule 1 contains an accurate list of all Subsidiaries of the Borrower as of the date of this Agreement, setting forth their respective jurisdictions of organization and the percentage of their respective Capital Stock owned by the Borrower or other Subsidiaries. All of the issued and outstanding shares of Capital Stock of such Subsidiaries have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and non-assessable. 5.9. ERISA. The Unfunded Liabilities of all Single Employer Plans do not in the aggregate exceed $5,000,000. Neither the Borrower nor any other member of the Controlled Group has incurred, or is reasonably expected to incur, any withdrawal liability to Multiemployer Plans in excess of $5,000,000 in the aggregate. Each Plan complies in all material respects with all applicable requirements of law and regulations, no Reportable Event has occurred with respect to any Plan, neither the Borrower nor any other member of the Controlled Group has withdrawn from any Plan or initiated steps to do so, and no steps have been taken to reorganize or terminate any Plan. 5.10. ACCURACY OF INFORMATION. No information, exhibit or report furnished by the Borrower or any of its Subsidiaries to the Agent or to any Lender in connection with the negotiation of, or compliance with, the Loan Documents contained any material misstatement of fact or omitted to state a material fact or any fact necessary to make the statements contained therein not misleading. 5.11. REGULATIONS T, U AND X. Margin Stock constitutes less than 25% of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale, pledge, or other restriction hereunder. 5.12. MATERIAL AGREEMENTS. Neither the Borrower nor any Subsidiary is a party to any agreement or instrument or subject to any charter or other corporate restriction which could reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Subsidiary is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in (i) any agreement to which it is a party, which default could reasonably be expected to have a Material Adverse Effect or (ii) any agreement or instrument evidencing or governing Indebtedness in an outstanding amount equal to or exceeding $5,000,000 in the aggregate. 25 31 5.13. COMPLIANCE WITH LAWS. The Borrower and its Subsidiaries have complied with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof having jurisdiction over the conduct of their respective businesses or the ownership of their respective Property except for any failure to comply with any of the foregoing which could not reasonably be expected to have a Material Adverse Effect. 5.14. OWNERSHIP OF PROPERTIES. Except as set forth on Schedule 2, on the date of this Agreement, the Borrower and its Subsidiaries will have good title, free of all Liens other than those permitted by Section 6.14, to all of the Property and assets reflected in the Borrower's most recent consolidated financial statements provided to the Agent as owned by the Borrower and its Subsidiaries. 5.15. PLAN ASSETS; PROHIBITED TRANSACTIONS. The Borrower is not an entity deemed to hold "plan assets" within the meaning of 29 C.F.R. ss. 2510.3-101 of an employee benefit plan (as defined in Section 3(3) of ERISA) which is subject to Title I of ERISA or any plan (within the meaning of Section 4975 of the Code), and neither the execution of this Agreement nor the making of Borrowings hereunder gives rise to a prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code. 5.16. ENVIRONMENTAL MATTERS. In the ordinary course of its business, the officers of the Borrower consider the effect of Environmental Laws on the business of the Borrower and its Subsidiaries, in the course of which they identify and evaluate potential risks and liabilities accruing to the Borrower due to Environmental Laws. On the basis of this consideration, the Borrower has concluded that Environmental Laws cannot reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Subsidiary has received any notice to the effect that its operations are not in material compliance with any of the requirements of applicable Environmental Laws or are the subject of any federal or state investigation evaluating whether any remedial action is needed to respond to a release of any toxic or hazardous waste or substance into the environment, which non-compliance or remedial action could reasonably be expected to have a Material Adverse Effect. 5.17. INVESTMENT COMPANY ACT. Neither the Borrower nor any Subsidiary is an "investment company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. 5.18. PUBLIC UTILITY HOLDING COMPANY ACT. Neither the Borrower nor any Subsidiary is a "holding company" or a "subsidiary company" of a "holding company", or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company", within the meaning of the Public Utility Holding Company Act of 1935, as amended. ARTICLE VI COVENANTS --------- During the term of this Agreement, unless the Required Lenders shall otherwise consent in writing: 6.1. FINANCIAL REPORTING. The Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to the Lenders: 26 32 (i) Within 90 days after the close of each of its fiscal years, an unqualified (except for qualifications relating to changes in accounting principles or practices reflecting changes in generally accepted accounting principles and required or approved by the Borrower's independent certified public accountants) audit report certified by independent certified public accountants acceptable to the Lenders, prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (provided that consolidating statements may be internally prepared and do not need to be certified by such accountants and shall not be required to be delivered until 100 days after the close of each fiscal year) for itself and its Subsidiaries, including balance sheets as of the end of such period, related profit and loss and reconciliation of surplus statements, and a statement of cash flows, accompanied by any management letter prepared by said accountants. (ii) Within 45 days (or 60 days in the case of consolidating statements) after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated and consolidating unaudited balance sheets as at the close of each such period and consolidated and consolidating profit and loss and reconciliation of surplus statements and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its chief financial officer. (iii) Together with the financial statements required under Sections 6.1(i) and (ii), a compliance certificate in substantially the form of Exhibit B signed by its chief financial officer showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof. (iv) Within 30 Business Days after the end of each month, a Borrowing Base Certificate prepared as of the close of business on the last day of each month and such supporting schedules requested by the Agent, certified as true and correct by the chief financial officer of the Borrower. (v) Within 270 days after the close of each fiscal year, a statement of the Unfunded Liabilities of each Single Employer Plan, certified as correct by an actuary enrolled under ERISA. (vi) As soon as possible and in any event within 15 days after the Borrower knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer of the Borrower, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto. (vii) As soon as possible and in any event within 15 days after receipt by the Borrower, a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any of its Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 27 33 (viii) Promptly upon the furnishing thereof to the shareholders of the Borrower, copies of all financial statements, reports and proxy statements so furnished. (ix) Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Borrower or any of its Subsidiaries files with the Securities and Exchange Commission. (x) Such other information (including non-financial information) as the Agent or any Lender may from time to time reasonably request. 6.2. USE OF PROCEEDS. The Borrower will, and will cause each Subsidiary to, use the proceeds of the Borrowings for general corporate purposes. The Borrower will not, nor will it permit any Subsidiary to, use any of the proceeds of the Advances to purchase or carry any Margin Stock. 6.3. NOTICE OF DEFAULT. The Borrower will, and will cause each Subsidiary to, give prompt notice in writing to the Lenders of the occurrence of any Default or Unmatured Default and of any other development, financial or otherwise, which could reasonably be expected to have a Material Adverse Effect. 6.4. CONDUCT OF BUSINESS. Other than as permitted under Section 6.11, the Borrower will, and will cause each Subsidiary to, carry on and conduct its business in substantially the same manner and in substantially the same or similar or related fields of enterprise as it is presently conducted and do all things necessary to remain duly incorporated or organized, validly existing and (to the extent such concept applies to such entity) in good standing as a domestic corporation, partnership or limited liability company in its jurisdiction of incorporation or organization, as the case may be, and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted and where the failure to maintain such authority does not have a Material Adverse Effect. 6.5. TAXES. The Borrower will, and will cause each Subsidiary to, timely file complete and correct United States federal and applicable foreign, state and local tax returns required by law and pay when due all taxes, assessments and governmental charges and levies upon it or its income, profits or Property, except those which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside in accordance with Agreement Accounting Principles. 6.6. INSURANCE. The Borrower will, and will cause each Subsidiary to, maintain with financially sound and reputable insurance companies insurance on all their Property in such amounts and covering such risks as is consistent with sound business practice, and the Borrower will furnish to any Lender upon reasonable request full information as to the insurance carried. 6.7. COMPLIANCE WITH LAWS. The Borrower will, and will cause each Subsidiary to, comply with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject including, without limitation, all Environmental Laws, the non-compliance with which would have a Material Adverse Effect . 6.8. MAINTENANCE OF PROPERTIES. The Borrower will, and will cause each Subsidiary to, do all things necessary to maintain, preserve, protect and keep its Property in good repair, working order and condition, ordinary wear and tear excepted and excluding assets which are obsolete or otherwise no longer useful in the business of the Borrower or any of its Subsidiaries, and make all necessary and 28 34 proper repairs, renewals and replacements so that its business carried on in connection therewith may be properly conducted at all times. 6.9. INSPECTION. Upon reasonable notice from the Agent and the Lenders, the Borrower will, and will cause each Subsidiary to, permit the Agent and the Lenders, by their respective representatives and agents, to inspect any of the Property, books and financial records of the Borrower and each Subsidiary, to examine and make copies of the books of accounts and other financial records of the Borrower and each Subsidiary, and to discuss the affairs, finances and accounts of the Borrower and each Subsidiary with, and to be advised as to the same by, their respective officers at such reasonable times and intervals as the Agent or any Lender may designate. 6.10. INDEBTEDNESS. The Borrower will not, nor will it permit any Subsidiary to, create, incur or suffer to exist any Indebtedness, except: (i) The Obligations. (ii) Indebtedness existing on the date hereof and described in Schedule 2, but no increase in the principal amount thereof, as such amount is reduced from time to time. (iii) Indebtedness arising in connection with transactions permitted by Section 6.12(v), but no increase in the principal amount thereof. (iv) Other Indebtedness in aggregate outstanding amount not to exceed 10% of Consolidated Tangible Net Worth, provided that the aggregate amount of such other Indebtedness of any Subsidiaries of the Borrower shall not exceed 3% of Consolidated Tangible Net Worth. 6.11. MERGER. The Borrower will not, nor will it permit any Subsidiary to, merge or consolidate with or into any other Person, except that a Subsidiary may merge into the Borrower (provided the Borrower is the surviving corporation) or a Wholly-Owned Subsidiary. The Borrower will merge certain of its Domestic Subsidiaries (with the Borrower being the surviving corporation) or take such other action such that, as of (i) the date sixty days after the date hereof, (ii) each one year anniversary of the date hereof and (iii) each date a Significant Subsidiary or any one or more Subsidiaries which, if considered in the aggregate as a single Subsidiary, would be a Significant Subsidiary of the Borrower that is not a Guarantor is created, acquired or otherwise comes into existence, the Borrower and all Foreign Subsidiary Borrowers (as defined in the Five-Year Credit Agreement) which have 65% of their Capital Stock pledged pursuant to a Pledge Agreement shall directly own at least 75% of the total consolidated assets (other than accounts or notes receivable transferred in accordance with Section 6.12(v) to a Securitization Entity in connection with a Permitted Securitization Transaction) of the Borrower and its Subsidiaries and shall account for at least 75% of the consolidated net revenues of the Borrower and its Subsidiaries as of the end of the most recently ended four consecutive fiscal quarters of the Borrower on a pro forma basis acceptable to the Agent. In connection with any such Pledge Agreement, the Borrower will deliver or cause to be delivered such stock certificates, legal opinions and other documents reasonably required by the Agent. 6.12. SALE OF ASSETS. The Borrower will not, nor will it permit any Subsidiary to, lease, sell or otherwise dispose of its Property to any other Person, except: 29 35 (i) Sales of inventory in the ordinary course of business and the sale of assets not material in amount in the aggregate and which are obsolete and no longer useful in the business of the Borrower or any of its Subsidiaries. (ii) Sales or other dispositions in the ordinary course of business of fixed assets for the purpose of replacing such fixed assets, provided that any such fixed asset is replaced within 180 days of such sale or other disposition with other fixed assets which have a fair market value not materially less than the fixed assets sold or otherwise disposed of and provided that the aggregate amount sold or otherwise disposed under this Section 6.12(ii) does not exceed a Substantial Portion. (iii) The transfer of any assets from a Subsidiary to the Borrower or a Guarantor. (iv) Leases, sales or other dispositions of its Property that, together with all other Property of the Borrower and its Subsidiaries previously leased, sold or disposed of (other than inventory in the ordinary course of business) as permitted by this Section 6.12(iv) during the twelve-month period ending with the month in which any such lease, sale or other disposition occurs, do not constitute a Substantial Portion of the Property of the Borrower and its Subsidiaries. (v) Any sale or other transfer of an interest in accounts or notes receivable on a limited recourse basis, acceptable to the Agent, provided that (a) such transfer qualifies as a sale under Agreement Accounting Principles, (b) the aggregate amount of such financing does not exceed $150,000,000 at any one time outstanding and (c) the Aggregate Commitment hereunder and under the Five-Year Credit Agreement is reduced, on a pro rata basis between the Aggregate Commitment hereunder and under the Five-Year Credit Agreement, by an amount equal to 100% of the aggregate amount of such financing in excess of $50,000,000 (any such sale or other transfer, a "Permitted Securitization Transaction"). 6.13. INVESTMENTS AND ACQUISITIONS. The Borrower will not, nor will it permit any Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except: (i) Cash Equivalent Investments. (ii) (a) Existing Investments in Subsidiaries and other Investments in existence on the date hereof and described in Schedule 1, (b) Investments in a Securitization Entity in connection with Permitted Securitization Transactions and in an aggregate outstanding amount not to exceed 20% of the aggregate amount of all permitted Securitization Transactions and (c) additional Investments in Subsidiaries not to exceed $5,000,000 in the aggregate. (iii) Other Investments and Acquisitions of the Borrower and its Subsidiaries, provided that (a) immediately before and after giving effect to such Investment or Acquisition, no Default or Unmatured Default shall exist or shall have occurred and be continuing and the representations and warranties contained in Article V and in the other Loan Documents shall be true and correct on and as of the date thereof (both before and after 30 36 such Investment or Acquisition is consummated) as if made on the date such Investment or Acquisition is consummated, (b) the target of such Investment or Acquisition is in substantially the same line of business or a similar or related line of business as the Borrower, (c) the Board of Directors and the management of the target of such Investment or Acquisition has approved such Investment or Acquisition, and (d) the consideration paid or payable or otherwise advanced in connection with all Investments and Acquisitions permitted by this Section 6.13(iii), including without limitation any Indebtedness assumed in connection therewith or Contingent Liabilities incurred in connection therewith, shall not exceed $10,000,000 in the aggregate since the date of this Agreement. (iv) Other Investments and Acquisitions of the Borrower and its Subsidiaries, provided that (a) immediately before and after giving effect to such Investment or Acquisition, no Default or Unmatured Default shall exist or shall have occurred and be continuing and the representations and warranties contained in Article V and in the other Loan Documents shall be true and correct on and as of the date thereof (both before and after such Investment or Acquisition is consummated) as if made on the date such Investment or Acquisition is consummated, (b) at least 5 Business Days' prior to the consummation of such Investment or Acquisition, the Borrower shall have provided to the Agent an opinion of counsel and a certificate of an Authorized Officer each stating that such Investment or Acquisition complies with this Section 6.13(iv), all laws and regulations and any other conditions under this Agreement relating to such transaction have been satisfied, and such certificate shall contain such other information and certifications as requested by the Agent and be in form and substance satisfactory to the Agent, (c) at least 5 Business Days' prior to the consummation of such Investment or Acquisition, the Borrower shall have delivered all agreements and documents relating to such Investment or Acquisition, and the Agent shall have completed a satisfactory review thereof and completed such other due diligence satisfactory to the Agent, (d) at least 5 Business Days prior to the consummation of such Investment or Acquisition, Borrower shall have provided to the Agent a certificate of an Authorized Officer attaching pro forma computations acceptable to the Agent to demonstrate pro forma compliance with the financial covenants for the twelve month period ending on the last day of the Borrower's most recently completed fiscal quarter as if such Acquisition had occurred on the first day of such twelve month period, (e) the target of such Investment or Acquisition is in substantially the same line of business or a similar or related line of business as the Borrower, (f) the Board of Directors and the management of the target of such Investment or Acquisition have approved such Investment or Acquisition, (g) the consideration paid or payable or otherwise advanced in connection with all Investments and Acquisitions permitted by this Section 6.13(iv), including without limitation any Indebtedness assumed in connection therewith or Contingent Liabilities incurred in connection therewith, shall not exceed $50,000,000 in the aggregate per year or $100,000,000 in the aggregate since the date of this Agreement and (h) after giving effect to such Investment or Acquisition on a pro forma basis acceptable to the Agent, the Borrower shall have unused availability under Section 2.1 of this Agreement and Section 2.1 of the Five-Year Credit Agreement of at least $25,000,000 in the aggregate and the Leverage Ratio shall be at least 0.15 below the level required under Section 6.17.2. 6.14. LIENS. The Borrower will not, nor will it permit any Subsidiary to, create, incur, or suffer to exist any Lien in, of or on the Property of the Borrower or any of its Subsidiaries, except: 31 37 (i) Liens for taxes, assessments or governmental charges or levies on its Property if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with Agreement Accounting Principles shall have been set aside on its books. (ii) Statutory Liens imposed by law, such as bankers', carriers', warehousemen's, mechanics' and landlords', vendor's, materialmen's, repairmen's liens and other similar liens arising in the ordinary course of business which secure payment of obligations not more than 60 days past due or which are being contested in good faith by appropriate proceedings and for which adequate reserves shall have been set aside on its books. (iii) Liens arising out of pledges or deposits under worker's compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits or similar legislation. (iv) Easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and which do not in any material way affect the marketability of the same or interfere with the use thereof in the business of the Borrower or its Subsidiaries. (v) Liens existing on the date hereof and described in Schedule 2. (vi) Liens incurred in connection with any transfer of an interest in accounts or notes receivable which is permitted pursuant to Section 6.12(v) and which are required to consummate such Permitted Securitization Transaction. (vii) Liens arising out of deposits to secure the performance of bids, trade contracts (other than contracts for the payment of money), leases, licenses, franchises, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business in an aggregate amount not to exceed $5,000,000 at any time. (viii) Liens arising with respect to rights of lessees or sublessees under Operating Leases in assets leased by the Borrower or any Subsidiary under an Operating Lease. (ix) Liens in favor of the Agent and the Lenders under any Pledge Agreements. (x) Any other Lien on any fixed assets of the Borrower or any of its Subsidiaries, provided that the aggregate outstanding amount of the Indebtedness secured by all such Liens does not exceed $10,000,000. (xi) Any extension, renewal or replacement (or successive extension, renewal, or replacement) in whole or in part, of any Lien referred to in the foregoing clauses (i) through (x) inclusive; PROVIDED, HOWEVER, that the principal amount of Indebtedness secured thereby shall not exceed the principal amount of Indebtedness so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to all or a part of the property which secured the Lien so extended, renewed or replaced. 32 38 6.15. AFFILIATES. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction. 6.16. FINANCIAL CONTRACTS. The Borrower will not, nor will it permit any Subsidiary to, enter into or remain liable upon any Financial Contract for purposes of financial speculation. 6.17. FINANCIAL COVENANTS. 6.17.1. FIXED CHARGE COVERAGE RATIO. The Borrower will not permit the ratio, determined as of the end of each of its fiscal quarters for the then most-recently ended four fiscal quarters, of (i) Consolidated EBITDA minus Consolidated Capital Expenditures plus Consolidated Rentals, to (ii) Consolidated Interest Expense, plus Consolidated Rentals, plus current maturities of principal Indebtedness, plus expense for taxes paid or accrued, plus any dividends or other distributions on the Capital Stock of the Borrower and all redemptions, repurchases and other acquisitions or retirements any of Capital Stock of the Borrower, plus all interest expense related to the Convertible Debentures, all calculated for the Borrower and its Subsidiaries on a consolidated basis, to be less than (x) 1.25 to 1.0 as of the end of any fiscal quarter ending on or after the date hereof and on or before March 31, 2001, or (y) 1.35 to 1.0 as of the end of any fiscal quarter thereafter. 6.17.2. LEVERAGE RATIO. The Borrower will not permit the ratio, determined as of the end of each of its fiscal quarters for the then most-recently ended four fiscal quarters, of (i) Consolidated Debt to (ii) Consolidated EBITDA for the then most-recently ended four fiscal quarters to be greater than (a) 3.25 to 1.0 as of the end of any fiscal quarter ending on or after the date hereof and on or before December 31, 2001, (b) 3.00 to 1.0 as of the end of any fiscal quarter ending on or after March 31, 2002 and on or before December 31, 2002 or (c) 2.75 to 1.0 as of the end of any fiscal quarter thereafter. 6.17.3. MINIMUM NET WORTH. The Borrower will at all times maintain Consolidated Net Worth of not less than the sum of (i) $410,000,000 plus (ii) 50% of Consolidated Net Income earned in each fiscal year beginning with the fiscal year ending March 31, 2001 (without deduction for losses) plus (iii) 100% of the net cash proceeds received by the Borrower from the issuance or other sale of its or its Subsidiaries' Capital Stock. 6.18. GUARANTIES. If at any time the Domestic Subsidiaries (other than Securitization Entities) of the Borrower are no longer prohibited from guaranteeing the Obligations by any of the agreements of the Borrower existing as of the date hereof and the providing of Guaranties hereunder by the Domestic Subsidiaries (other than Securitization Entities) of the Borrower would not require the delivery of guarantees or the granting of Liens by such Domestic Subsidiaries under other agreements of the Borrower existing as of the date hereof, if requested by the Agent or the Required Lenders, the Borrower will cause such Domestic Subsidiaries (other than Securitization Entities) to guarantee the Obligations and to execute and deliver to the Agent such guaranties, resolutions and related corporate documents and opinions of counsel reasonably requested by the Agent in connection therewith. The Borrower will not permit any of its Subsidiaries to incur any Contingent Obligations with respect to any Indebtedness of the 33 39 Borrower or any other Subsidiary without providing Guaranties of such Subsidiaries pursuant to this Agreement. 6.19. OTHER INDEBTEDNESS. (i) The Borrower will not, and will not permit any Subsidiary to, make any amendment, supplement or modification to the Convertible Debenture, the Senior Unsecured Notes or any agreements or instruments executed in connection therewith or directly or indirectly voluntarily or optionally prepay, defease or in substance defease, purchase, redeem, retire or otherwise acquire, any Indebtedness or other liabilities or obligations outstanding thereunder. (ii) The Borrower will not, and will not permit any Subsidiary to, make any amendment, supplement or modification to the Agreement for Inventory Purchases or any agreements or instruments executed in connection therewith which is materially adverse to the Borrower or any of its Subsidiaries or to any Lender, or directly or indirectly voluntarily or optionally prepay, defease or in substance defease, purchase, redeem, retire or otherwise acquire, any Indebtedness or other liabilities or obligations outstanding thereunder. (iii) If at any time the Borrower or Guarantor shall enter into or be a party to any instrument or agreement with respect to any Indebtedness which in the aggregate, together with any related Indebtedness, exceeds $5,000,000 (other than Indebtedness permitted to be secured by Liens allowed under Section 6.14(ix)), relating to or amending any terms or conditions applicable to any of such Indebtedness which includes covenants or defaults not substantially provided for in this Agreement or more favorable to the lender or lenders thereunder than those provided for in this Agreement, then the Borrower shall promptly so advise the Agent and the Lenders. Thereupon, if the Agent or the Required Lenders shall request, upon notice to the Borrower, the Agent and the Lenders shall enter into an amendment to this Agreement or an additional agreement (as the Agent may request), providing for substantially the same covenants and defaults as those provided for in such instrument or agreement to the extent required and as may be selected by the Agent or the Required Lenders, as the case may be. In addition to the foregoing, any covenants or defaults or similar provisions (which include without limitation any provisions requiring any mandatory prepayments or defeasance) contained the Agreement for Inventory Purchases, the Convertible Debenture, the Senior Unsecured Notes or any agreements or instruments executed in connection therewith not substantially provided for in this Agreement or more favorable to the holders of the obligations issued in connection therewith are hereby incorporated by reference into this Agreement to the same extent as if set forth fully herein, and no subsequent amendment, waiver, termination or modification thereof shall affect any such covenants or defaults as incorporated herein. ARTICLE VII DEFAULTS -------- The occurrence of any one or more of the following events shall constitute a Default: 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any Borrowing, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be materially false on the date as of which made. 34 40 7.2. Nonpayment of principal of any Loan when due within one Business Day (or five Business Days if such payment is required solely because the Aggregate Outstanding Credit Exposure exceeds the Borrowing Base as a result of the Agent determining that inventory or accounts receivable of a type previously included in the Borrowing Base are no longer eligible to be so included as a result of the Agent exercising its reasonable credit judgment as described in the definitions of Eligible Accounts Receivable and Eligible Inventory) after the same becomes due, or nonpayment of interest upon any Loan or of any facility fee or other obligations under any of the Loan Documents within five Business Days after the same becomes due. 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 or 6.19. 7.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within 15 days after written notice from the Agent or any Lender. 7.5. Failure of the Borrower or any of its Subsidiaries to pay when due any Indebtedness or Rate Management Obligation aggregating in excess of $5,000,000 ("Material Indebtedness"); or the default by the Borrower or any of its Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Borrower or any of its Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6. The Borrower or any of its Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 7.7. 7.7. Without the application, approval or consent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 30 consecutive days. 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other Property of the Borrower and its Subsidiaries so 35 41 condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 7.9. The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $5,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 7.10. The Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $5,000,000 or any Reportable Event shall occur in connection with any Plan. 7.11. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), exceeds $5,000,000. 7.12. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $5,000,000. 7.13. The Borrower or any of its Subsidiaries shall (i) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii), could reasonably be expected to have a Material Adverse Effect. 7.14. Any Change in Control shall occur. 7.15. The occurrence of any "default", as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided. 7.16. Any Guaranty or Pledge Agreement, to the extent ever in existence, shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Guaranty or Pledge Agreement, or any Guarantor or Borrower shall fail to comply with any of the terms or provisions of any Guaranty or Pledge Agreement to which it is a party, or any Guarantor or Borrower shall deny that it has any further liability under any Guaranty or Pledge Agreement to which it is a party, or shall give notice to such effect. 7.17. The representations and warranties set forth in Section 5.15 ("Plan Assets; Prohibited Transactions") shall at any time not be true and correct. 36 42 7.18 Any termination of the Agreement for Inventory Purchases (or the receipt by Borrower or the Agent of a notice of termination from IBM Credit Corporation or any of its Affiliates relating to the Agreement for Inventory Purchases that is not revoked within sixty days) or any material reduction in the amount of the credit facility under the Agreement for Inventory Purchases, provided, however, upon the receipt by Borrower or the Agent of a notice of termination from IBM Credit Corporation relating to the Agreement for Inventory Purchases, the Lenders' Commitments shall immediately terminate; provided, further, that the occurrence of any of the foregoing will not be a Default or terminate the Commitments if the ability of the Borrower and its Subsidiaries to purchase or finance inventory previously purchased or financed under the Agreement for Inventory Purchases is not materially diminished (such as by the providing of trade credit by IBM Credit Corporation or any of its Affiliates or other credit on terms comparable to the terms of the Agreement for Inventory Purchases) as reasonably determined by the Agent. ARTICLE VIII ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES ---------------------------------------------- 8.1. ACCELERATION. (i) If any Default described in Section 7.6 or 7.7 occurs with respect to the Borrower, the obligations of the Lenders to make Loans hereunder shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Agent or any Lender. If any other Default occurs, the Agent, with the consent of or at the request of the Required Lenders may terminate or suspend the obligations of the Lenders to make Loans hereunder or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives. Notwithstanding any provision to the contrary, it is understood that, other than with respect to a Default described in Section 7.6 of 7.7, (1) no Lender has the right to individually terminate its obligations to make Loans hereunder (such right of termination residing with the Agent as provided above), and (2) no Lender has the right to declare its Loans due and payable prior to maturity (such right to declare the Loans due and payable residing with the Agent as provided above). (ii) If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination. 8.2. AMENDMENTS. Subject to the provisions of this Article VIII, the Required Lenders (or the Agent with the consent in writing of the Required Lenders) and the Borrower may enter into agreements supplemental hereto for the purpose of adding or modifying any provisions to the Loan Documents or changing in any manner the rights of the Lenders or the Borrower hereunder or waiving any Default hereunder; provided, however, that no such supplemental agreement shall, without the consent of all of the Lenders: (i) Extend the final maturity of any Loan or forgive all or any portion of the principal amount thereof, any accrued interest or fees or reduce the Applicable Margin or the Applicable Fee Rate or extend the time of payment of interest or fees thereon. 37 43 (ii) Reduce the percentage specified in the definition of Required Lenders. (iii) Extend the Revolving Credit Termination Date, the Facility Termination Date, or reduce the amount or extend the payment date for, the mandatory payments required under Section 2.2 (including any mandatory payment required as a result of the terms of Section 6.12(v)), or increase the amount of the Aggregate Commitment, the Commitment of any Lender hereunder, or permit the Borrower to assign its rights under this Agreement. (iv) Amend this Section 8.2. No amendment of any provision of this Agreement relating to the Agent shall be effective without the written consent of the Agent. The Agent may waive payment of the fee required under Section 12.3.2 without obtaining the consent of any other party to this Agreement. Notwithstanding anything herein to the contrary, no Defaulting Lender shall be entitled to vote (whether to consent or to withhold its consent) with respect to any amendment, modification, termination or waiver and, for purposes of the determining the Required Lenders, the Commitments and the Outstanding Credit Exposure of each Defaulting Lender shall be disregarded and the Agent shall have the ability, but not the obligation, to replace any Defaulting Lender with another lender or lenders. 8.3. PRESERVATION OF RIGHTS. No delay or omission of the Lenders or the Agent to exercise any right under the Loan Documents shall impair such right or be construed to be a waiver of any Default or an acquiescence therein, and the making of a Borrowing notwithstanding the existence of a Default or the inability of the Borrower to satisfy the conditions precedent to such Borrowing shall not constitute any waiver or acquiescence. Any single or partial exercise of any such right shall not preclude other or further exercise thereof or the exercise of any other right, and no waiver, amendment or other variation of the terms, conditions or provisions of the Loan Documents whatsoever shall be valid unless in writing signed by the Lenders required pursuant to Section 8.2, and then only to the extent in such writing specifically set forth. All remedies contained in the Loan Documents or by law afforded shall be cumulative and all shall be available to the Agent and the Lenders until the Obligations have been paid in full. ARTICLE IX GENERAL PROVISIONS ------------------ 9.1. SURVIVAL OF REPRESENTATIONS. All representations and warranties of the Borrower contained in this Agreement, as updated from time to time in accordance with Section 8.2, shall survive the making of the Borrowings herein contemplated. 9.2. GOVERNMENTAL REGULATION. Anything contained in this Agreement to the contrary notwithstanding, no Lender shall be obligated to extend credit to the Borrower in violation of any limitation or prohibition provided by any applicable statute or regulation. 9.3. HEADINGS. Section headings in the Loan Documents are for convenience of reference only, and shall not govern the interpretation of any of the provisions of the Loan Documents. 38 44 9.4. ENTIRE AGREEMENT. The Loan Documents embody the entire agreement and understanding among the Borrower, the Agent and the Lenders and supersede all prior agreements and understandings among the Borrower, the Agent and the Lenders relating to the subject matter thereof other than the fee letter described in Section 10.13. 9.5. SEVERAL OBLIGATIONS; BENEFITS OF THIS AGREEMENT. The respective obligations of the Lenders hereunder are several and not joint and no Lender shall be the partner or agent of any other (except to the extent to which the Agent is authorized to act as such). The failure of any Lender to perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder. This Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties to this Agreement and their respective successors and assigns, provided, however, that the parties hereto expressly agree that the Arranger shall enjoy the benefits of the provisions of Sections 9.6, 9.10 and 10.11 to the extent specifically set forth therein and shall have the right to enforce such provisions on its own behalf and in its own name to the same extent as if it were a party to this Agreement. 9.6. EXPENSES; INDEMNIFICATION. (i) The Borrower shall reimburse the Agent and the Arranger for any costs, internal charges and out-of-pocket expenses (including reasonable attorneys' fees and time charges of attorneys for the Agent, which attorneys may be employees of the Agent) paid or incurred by the Agent or the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the Agent, the Arranger and the Lenders for any costs, internal charges and out-of-pocket expenses (including reasonable attorneys' fees and time charges of attorneys for the Agent, the Arranger and the Lenders, which attorneys may be employees of the Agent, the Arranger or the Lenders) paid or incurred by the Agent, the Arranger or any Lender in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrower under this Section include, without limitation, costs and expenses incurred in connection with the Reports described in the following sentence. The Borrower acknowledges that from time to time Bank One may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the "Reports") pertaining to the Borrower's assets for internal use by Bank One from information furnished to it by or on behalf of the Borrower, after Bank One has exercised its rights of inspection pursuant to this Agreement. (ii) The Borrower hereby further agrees to indemnify the Agent, the Arranger and each Lender, their respective affiliates, and each of their directors, officers and employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Agent, the Arranger or any Lender or any affiliate is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing hereunder except to the extent that they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the party seeking indemnification. The obligations of the Borrower under this Section 9.6 shall survive the termination of this Agreement. 9.7. NUMBERS OF DOCUMENTS. All statements, notices, closing documents, and requests hereunder shall be furnished to the Agent with sufficient counterparts so that the Agent may furnish one to each of the Lenders. 39 45 9.8. ACCOUNTING. (i) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof in the manner described in subsection (ii) below) be prepared, in accordance with Agreement Accounting Principles (subject, in the case of financial statements which are not fiscal year end statements, to the absence of footnotes and year-end audit adjustments); PROVIDED that, if the Borrower notifies the Agent that it wishes to amend any covenant in Article VI to eliminate the effect of any change in Agreement Accounting Principles (or if the Agent notifies the Borrower that the Agent or the Required Lenders wish to amend Article VI for such purpose), then the Borrower's compliance with such covenants shall be determined on the basis of Agreement Accounting Principles in effect immediately before the relevant change in Agreement Accounting Principles became effective until either such notice is withdrawn or such covenant or any such defined term is amended in a manner satisfactory to the Borrower and the Required Lenders. Notwithstanding anything herein, in any financial statements of the Borrower or in Agreement Accounting Principles to the contrary, for purposes of calculating and determining compliance with the financial covenants in Article VI and determining the Applicable Margin, including defined terms used therein, any Acquisition made by the Borrower or any of its Subsidiaries, including through mergers or consolidations and including any related financing transactions, during the period for which such financial covenants and the Applicable Margin were calculated shall be deemed to have occurred on the first day of the relevant period for which such financial covenants and the Applicable Margin were calculated on a pro forma basis acceptable to the Agent. (ii) The Borrower shall deliver to the Lenders at the same time as the delivery of any financial statement under Section 6.1(i) or (ii): (x) a description in reasonable detail of any material variation between the application or other modification of accounting principles employed in the preparation of such statement and the application or other modification of accounting principles employed in the preparation of the immediately prior annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (i) above and (y) reasonable estimates of the difference between such statements arising as a consequence thereof. 9.9. SEVERABILITY OF PROVISIONS. Any provision in any Loan Document that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of all Loan Documents are declared to be severable. 9.10. NONLIABILITY OF LENDERS. The relationship between the Borrower on the one hand and the Lenders and the Agent on the other hand shall be solely that of borrower and lender. Neither the Agent, the Arranger nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Agent, the Arranger nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower's business or operations. The Borrower agrees that neither the Agent, the Arranger nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Agent, the Arranger nor any Lender shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to sue for, any special, indirect, consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. 40 46 9.11. CONFIDENTIALITY. Each Lender agrees to hold any confidential information which it may receive from the Borrower pursuant to this Agreement in confidence, except for disclosure (i) to its Affiliates and to other Lenders and their respective Affiliates, (ii) to legal counsel, accountants, and other professional advisors to such Lender or to a Transferee, (iii) to regulatory officials, (iv) to any Person as requested pursuant to or as required by law, regulation, or legal process, (v) to any Person in connection with any legal proceeding to which such Lender is a party, (vi) to such Lender's direct or indirect contractual counterparties in swap agreements or to legal counsel, accountants and other professional advisors to such counterparties, and (vii) permitted by Section 12.4. 9.12. NONRELIANCE. Each Lender hereby represents that it is not relying on or looking to any Margin Stock for the repayment of the Borrowings provided for herein. 9.13. DISCLOSURE. The Borrower and each Lender hereby acknowledge and agree that Bank One and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with the Borrower and its Affiliates. ARTICLE X THE AGENT --------- 10.1. APPOINTMENT; NATURE OF RELATIONSHIP. Bank One, Michigan is hereby appointed by each of the Lenders as its contractual representative (herein referred to as the "Agent") hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. The Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. Notwithstanding the use of the defined term "Agent," it is expressly understood and agreed that the Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders' contractual representative, the Agent (i) does not hereby assume any fiduciary duties to any of the Lenders, (ii) is a "representative" of the Lenders within the meaning of the Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Each of the Lenders hereby agrees to assert no claim against the Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives. 10.2. POWERS. The Agent shall have and may exercise such powers under the Loan Documents as are specifically delegated to the Agent by the terms of each thereof, together with such powers as are reasonably incidental thereto. The Agent shall have no implied duties to the Lenders, or any obligation to the Lenders to take any action thereunder except any action specifically provided by the Loan Documents to be taken by the Agent. 10.3. GENERAL IMMUNITY. Neither the Agent nor any of its directors, officers, agents or employees shall be liable to the Borrower, the Lenders or any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Loan Document or in connection herewith or 41 47 therewith except to the extent such action or inaction is determined in a final non-appealable judgment by a court of competent jurisdiction to have arisen from the gross negligence or willful misconduct of such Person. 10.4. NO RESPONSIBILITY FOR LOANS, RECITALS, ETC. Neither the Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into, or verify (a) any statement, warranty or representation made in connection with any Loan Document or any borrowing hereunder; (b) the performance or observance of any of the covenants or agreements of any obligor under any Loan Document, including, without limitation, any agreement by an obligor to furnish information directly to each Lender; (c) the satisfaction of any condition specified in Article IV, except receipt of items required to be delivered solely to the Agent; (d) the existence or possible existence of any Default or Unmatured Default; (e) the validity, enforceability, effectiveness, sufficiency or genuineness of any Loan Document or any other instrument or writing furnished in connection therewith; (f) the value, sufficiency, creation, perfection or priority of any Lien in any collateral security; or (g) the financial condition of the Borrower or any guarantor of any of the Obligations or of any of the Borrower's or any such guarantor's respective Subsidiaries. The Agent shall have no duty to disclose to the Lenders information that is not required to be furnished by the Borrower to the Agent at such time, but is voluntarily furnished by the Borrower to the Agent (either in its capacity as Agent or in its individual capacity). 10.5. ACTION ON INSTRUCTIONS OF LENDERS. The Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder and under any other Loan Document in accordance with written instructions signed by the Required Lenders, and such instructions and any action taken or failure to act pursuant thereto shall be binding on all of the Lenders. The Lenders hereby acknowledge that the Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. The Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action. 10.6. EMPLOYMENT OF AGENTS AND COUNSEL. The Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's duties hereunder and under any other Loan Document. 10.7. RELIANCE ON DOCUMENTS; COUNSEL. The Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by the Agent, which counsel may be employees of the Agent. 10.8. AGENT'S REIMBURSEMENT AND INDEMNIFICATION. The Lenders agree to reimburse and indemnify the Agent ratably in proportion to their respective Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower for which the Agent is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other expenses incurred by the Agent on behalf of the 42 48 Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including, without limitation, for any expenses incurred by the Agent in connection with any dispute between the Agent and any Lender or between two or more of the Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against the Agent in connection with any dispute between the Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent and (ii) any indemnification required pursuant to Section 3.5(vii) shall, notwithstanding the provisions of this Section 10.8, be paid by the relevant Lender in accordance with the provisions thereof. The obligations of the Lenders under this Section 10.8 shall survive payment of the Obligations and termination of this Agreement. 10.9. NOTICE OF DEFAULT. The Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Unmatured Default hereunder unless the Agent has received written notice from a Lender or the Borrower referring to this Agreement describing such Default or Unmatured Default and stating that such notice is a "notice of default". In the event that the Agent receives such a notice, the Agent shall give prompt notice thereof to the Lenders. 10.10. RIGHTS AS A LENDER. In the event the Agent is a Lender, the Agent shall have the same rights and powers hereunder and under any other Loan Document with respect to its Commitment and its Loans as any Lender and may exercise the same as though it were not the Agent, and the term "Lender" or "Lenders" shall, at any time when the Agent is a Lender, unless the context otherwise indicates, include the Agent in its individual capacity. The Agent and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of trust, debt, equity or other transaction, in addition to those contemplated by this Agreement or any other Loan Document, with the Borrower or any of its Subsidiaries in which the Borrower or such Subsidiary is not restricted hereby from engaging with any other Person. The Agent, in its individual capacity, is not obligated to remain a Lender. 10.11. LENDER CREDIT DECISION. Each Lender acknowledges that it has, independently and without reliance upon the Agent, the Arranger or any other Lender and based on the financial statements prepared by the Borrower and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and the other Loan Documents. Each Lender also acknowledges that it will, independently and without reliance upon the Agent, the Arranger or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Loan Documents. 10.12. SUCCESSOR AGENT. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower, such resignation to be effective upon the appointment of a successor Agent or, if no successor Agent has been appointed, forty-five days after the retiring Agent gives notice of its intention to resign. The Agent may be removed at any time with or without cause by written notice received by the Agent from the Required Lenders, such removal to be effective on the date specified by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint, on behalf of the Borrower and the Lenders, a successor Agent, with the consent of the Borrower, which consent shall not be unreasonably withheld or delayed and shall not be required if any 43 49 Default has occurred and is continuing. If no successor Agent shall have been so appointed by the Required Lenders within thirty days after the resigning Agent's giving notice of its intention to resign, then the resigning Agent may appoint, on behalf of the Borrower and the Lenders, a successor Agent. Notwithstanding the previous sentence, the Agent may at any time without the consent of the Borrower or any Lender, appoint any of its Affiliates which is a commercial bank as a successor Agent hereunder. If the Agent has resigned or been removed and no successor Agent has been appointed, the Lenders may perform all the duties of the Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Agent shall be deemed to be appointed hereunder until such successor Agent has accepted the appointment. Any such successor Agent shall be a commercial bank having capital and retained earnings of at least $100,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Agent. Upon the effectiveness of the resignation or removal of the Agent, the resigning or removed Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After the effectiveness of the resignation or removal of an Agent, the provisions of this Article X shall continue in effect for the benefit of such Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Agent hereunder and under the other Loan Documents. In the event that there is a successor to the Agent by merger, or the Agent assigns its duties and obligations to an Affiliate pursuant to this Section 10.12, then the term "Prime Rate" as used in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Agent. 10.13. AGENT AND ARRANGER FEES. The Borrower agrees to pay to the Agent and the Arranger, for their respective accounts, the fees agreed to by the Borrower, the Agent and the Arranger from time to time. 10.14. DELEGATION TO AFFILIATES. The Borrower and the Lenders agree that the Agent may delegate any of its duties under this Agreement to any of its Affiliates. Any such Affiliate (and such Affiliate's directors, officers, agents and employees) which performs duties in connection with this Agreement shall be entitled to the same benefits of the indemnification, waiver and other protective provisions to which the Agent is entitled under Articles IX and X. 10.15. CO-AGENTS, DOCUMENTATION AGENT, SYNDICATION AGENT, ETC. No Lender identified in this Agreement as a "co-agent", "managing agent", "documentation agent" or "syndication agent" shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. Each Lender hereby makes the same acknowledgments with respect to such Lenders as it makes with respect to the Agent in Section 10.11. ARTICLE XI SETOFF; RATABLE PAYMENTS ------------------------ 11.1. SETOFF. In addition to, and without limitation of, any rights of the Lenders under applicable law, if the Borrower becomes insolvent, however evidenced, or any Default occurs, any and all deposits (including all account balances, whether provisional or final and whether or not collected or available) and any other Indebtedness at any time held or owing by any Lender or any Affiliate of any 44 50 Lender to or for the credit or account of the Borrower may be offset and applied toward the payment of the Obligations owing to such Lender, whether or not the Obligations, or any part thereof, shall then be due. 11.2. RATABLE PAYMENTS. If any Lender, whether by setoff or otherwise, has payment made to it upon its Outstanding Credit Exposure (other than payments received pursuant to Section 3.1, 3.2, 3.4 or 3.5) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Aggregate Outstanding Credit Exposure held by the other Lenders so that after such purchase each Lender will hold its Pro Rata Share of the Aggregate Outstanding Credit Exposure. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to their respective Pro Rata Shares of the Aggregate Outstanding Credit Exposure. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made. ARTICLE XII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS ------------------------------------------------- 12.1. SUCCESSORS AND ASSIGNS. The terms and provisions of the Loan Documents shall be binding upon and inure to the benefit of the Borrower and the Lenders and their respective successors and assigns, except that (i) no Borrower shall have the right to assign its rights or obligations under the Loan Documents and (ii) any assignment by any Lender must be made in compliance with Section 12.3. The parties to this Agreement acknowledge that clause (ii) of this Section 12.1 relates only to absolute assignments and does not prohibit assignments creating security interests, including, without limitation, (x) any pledge or assignment by any Lender of all or any portion of its rights under this Agreement and any Note to a Federal Reserve Bank or (y) in the case of a Lender which is a fund, any pledge or assignment of all or any portion of its rights under this Agreement and any Note to its trustee in support of its obligations to its trustee; provided, however, that no such pledge or assignment creating a security interest shall release the transferor Lender from its obligations hereunder unless and until the parties thereto have complied with the provisions of Section 12.3. The Agent may treat the Person which made any Loan or which holds any Note as the owner thereof for all purposes hereof unless and until such Person complies with Section 12.3; provided, however, that the Agent may in its discretion (but shall not be required to) follow instructions from the Person which made any Loan or which holds any Note to direct payments relating to such Loan or Note to another Person. Any assignee of the rights to any Loan or any Note agrees by acceptance of such assignment to be bound by all the terms and provisions of the Loan Documents. Any request, authority or consent of any Person, who at the time of making such request or giving such authority or consent is the owner of the rights to any Loan (whether or not a Note has been issued in evidence thereof), shall be conclusive and binding on any subsequent holder or assignee of the rights to such Loan. 12.2. PARTICIPATIONS. 12.2.1. PERMITTED PARTICIPANTS; EFFECT. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other 45 51 entities ("Participants") participating interests in any Outstanding Credit Exposure of such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under the Loan Documents. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the owner of its Outstanding Credit Exposure and the holder of any Note issued to it in evidence thereof for all purposes under the Loan Documents, all amounts payable by the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the Loan Documents. 12.2.2. VOTING RIGHTS. Each Lender shall retain the sole right to approve, without the consent of any Participant, any amendment, modification or waiver of any provision of the Loan Documents other than any amendment, modification or waiver with respect to any Borrowing or Commitment in which such Participant has an interest which would require consent of all of the Lenders pursuant to the terms of Section 8.2 or of any other Loan Document. 12.2.3. BENEFIT OF SETOFF. The Borrower agrees that each Participant shall be deemed to have the right of setoff provided in Section 11.1 in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, provided that each Lender shall retain the right of setoff provided in Section 11.1 with respect to the amount of participating interests sold to each Participant. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 11.1, agrees to share with each Lender, any amount received pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with Section 11.2 as if each Participant were a Lender. 12.3. ASSIGNMENTS. 12.3.1. PERMITTED ASSIGNMENTS. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities ("Purchasers") all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially in the form of Exhibit C or in such other form as may be agreed to by the parties thereto. The consent of the Borrower and the Agent shall be required prior to an assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof; provided, however, that if a Default has occurred and is continuing, the consent of the Borrower shall not be required. Such consent shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate thereof shall (unless each of the Borrower and the Agent otherwise consents) be in an amount not less than the lesser of (i) $5,000,000 or (ii) the remaining amount of the assigning Lender's Commitment (calculated as at the date of such assignment) or outstanding Loans (if the applicable Commitment has been terminated). Additionally, each such assignment by a Lender with respect to a Purchaser which is not an Affiliate of such Lender shall (unless each of the Borrower and the Agent otherwise consents) be made simultaneously with an assignment to such Purchaser by such Lender of a pro rata amount of the rights and obligations of such Lender and its Affiliates under the Five-Year Credit Agreement. 12.3.2. EFFECT; EFFECTIVE DATE. Upon (i) delivery to the Agent of an assignment, together with any consents required by Section 12.3.1, and (ii) payment of a $3,500 fee to the Agent for 46 52 processing such assignment (unless such fee is waived by the Agent), such assignment shall become effective on the effective date specified in such assignment. The assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Outstanding Credit Exposure under the applicable assignment agreement constitutes "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and Outstanding Credit Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3.2, the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. 12.4. DISSEMINATION OF INFORMATION. The Borrower authorizes each Lender to disclose to any Participant or Purchaser or any other Person acquiring an interest in the Loan Documents by operation of law (each a "Transferee") and any prospective Transferee any and all information in such Lender's possession concerning the creditworthiness of the Borrower and its Subsidiaries, including without limitation any information contained in any Reports; provided that each Transferee and prospective Transferee agrees to be bound by Section 9.11 of this Agreement. 12.5. TAX TREATMENT. If any interest in any Loan Document is transferred to any Transferee which is organized under the laws of any jurisdiction other than the United States or any State thereof, the transferor Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, to comply with the provisions of Section 3.5(iv). ARTICLE XIII NOTICES ------- 13.1. NOTICES. Except as otherwise permitted by Section 2.14 with respect to borrowing notices, all notices, requests and other communications to any party hereunder shall be in writing (including electronic transmission, facsimile transmission or similar writing) and shall be given to such party: (x) in the case of the Borrower or the Agent, at its address or facsimile number set forth on the signature pages hereof, (y) in the case of any Lender, at its address or facsimile number set forth in its administrative questionnaire or (z) in the case of any party, at such other address or facsimile number as such party may hereafter specify for the purpose by notice to the Agent and the Borrower in accordance with the provisions of this Section 13.1. Each such notice, request or other communication shall be effective (i) if given by facsimile transmission, when transmitted to the facsimile number specified in this Section and confirmation of receipt is received, (ii) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid, or (iii) if 47 53 given by any other means, when delivered (or, in the case of electronic transmission, received) at the address specified in this Section; provided that notices to the Agent under Article II shall not be effective until received. 13.2. CHANGE OF ADDRESS. The Borrower, the Agent and any Lender may each change the address for service of notice upon it by a notice in writing to the other parties hereto. ARTICLE XIV COUNTERPARTS ------------ This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart. This Agreement shall be effective when it has been executed by the Borrower, the Agent and the Lenders and each party has notified the Agent by facsimile transmission or telephone that it has taken such action. ARTICLE XV CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL ------------------------------------------------------------ 15.1. CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF MICHIGAN. 15.2. CONSENT TO JURISDICTION. THE BORROWER HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR MICHIGAN STATE COURT SITTING IN DETROIT, MICHIGAN IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE BORROWER AGAINST THE AGENT OR ANY LENDER OR ANY AFFILIATE OF THE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN DETROIT, MICHIGAN. 48 54 15.3. WAIVER OF JURY TRIAL. THE BORROWER, THE AGENT AND EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER. 49 55 IN WITNESS WHEREOF, the Borrower, the Lenders and the Agent have executed this Agreement as of the date first above written. PIONEER-STANDARD ELECTRONICS, INC. By: /s/ James L. Bayman ----------------------------------------- James L. Bayman Title: Chairman and Chief Executive Officer -------------------------------------- 6065 Parkland Blvd. Cleveland, Ohio 44124 Attention: Steven M. Billick, chief financial officer Telephone: (440) 720-8680 FAX: (440) 720-8677 50 56 Commitments - ----------- $13,333,331 BANK ONE, MICHIGAN, as Administrative Agent and as a Lender By: /s/ Paul R. DeMelo ------------------------------------- Paul R. DeMelo Title: Managing Director ---------------------------------- 611 Woodward Avenue Detroit, Michigan 48226 Attention: Krista Flynn Telephone: (313) 225-2487 FAX: (313) 226-0085 51 57 Commitments - ----------- $12,000,000 KEYBANK NATIONAL ASSOCIATION, as Syndication Agent and as a Lender By: /s/ Brendan Lawlor ------------------------------------- Brendan Lawlor Title: Vice President ---------------------------------- 127 Public Square Cleveland, OH 44114 Attention: Brendan Lawlor Telephone: (216) 689-5642 FAX: (216) 689-4981 52 58 Commitments - ----------- $10,666,667 ABN AMRO BANK N.V., as Documentation Agent and as a Lender By: /s/ Authorized Signatory By: /s/ N. Smith ----------------------------- ------------------------------------- Title: Vice President Title: Assistant Vice President -------------------------- ---------------------------------- 208 S. LaSalle, Suite 1500 Chicago, IL 60604 Attention: Credit Administration Telephone: (312) 992-5110 FAX: (312) 992-5111 53 59 Commitments - ----------- $9,333,333 FIRSTAR BANK, NA as Managing Agent and as Lender By: /s/ W. Gregory Schild ------------------------------------- Title: Vice President --------------------------------- 1350 Euclid Avenue, Suite 800 Cleveland, OH 44115 Attention: John D. Barrett Telephone: (216) 623-9221 FAX: (216) 623-9208 54 60 Commitments - ----------- $6,666,667 BANK OF TOKYO-MITSUBISHI, LTD., as a Co-Agent and as a Lender By: /s/ Hisashi Miyashiro ------------------------------------ Hisashi Miyashiro Title: Deputy General Manager ---------------------------------- 227 W. Monroe St. Suite 2300 Chicago, IL 60606 Attention: Thomas Denio Telephone: (312) 696-4665 FAX: (312) 696-4535 55 61 Commitments - ----------- $6,666,667 THE CHASE MANHATTAN BANK, as a Co-Agent and as a Lender By: /s/ Henry W. Centa ------------------------------------ Title: Vice President ---------------------------------- 250 West Huron Road Cleveland, OH 44113 Attention: Henry W. Centa Telephone: (216) 479-2534 FAX: (216) 479-2732 56 62 Commitments - ----------- $6,666,667 COMERICA BANK, as a Co-Agent and as a Lender By: /s/ Jeffrey J. Judge ------------------------------------- Title: Vice President --------------------------------- 500 Woodward Avenue MC 3268 Detroit, Michigan 48226 Attention: Jeffrey J. Judge Telephone: (313) 222-3801 FAX: (313) 222-9514 57 63 Commitments - ----------- $6,666,667 HARRIS TRUST AND SAVINGS BANK, as a Co-Agent and as a Lender By: /s/ Michael J. Johnson ------------------------------------- Michael J. Johnson Title: Vice President --------------------------------- 111 West Monroe Street Chicago, IL 60603 Attention: Michael J. Johnson Telephone: (312) 461-5457 FAX: (312) 461-5225 58 64 Commitments - ----------- $6,666,667 MELLON BANK, N.A., as a Co-Agent and as a Lender By: /s/ Mark F. Johnston ------------------------------------- Title: Vice President ---------------------------------- Three Mellon Bank Center Room 1203 Pittsburgh, PA 15259 Attention: Mark F. Johnston Telephone: (412) 326-2793 FAX: (412) 326-1914 59 65 Commitments - ----------- $6,666,667 NATIONAL CITY BANK , as a Co-Agent and as a Lender By: /s/ Anthony J. DiMare ------------------------------------ Title: S.V.P. ---------------------------------- 1900 East Ninth Street - Loc. 2083 Cleveland, OH 44114 Attention: Anthony J. DiMare Telephone: (216) 575-3344 FAX: (216) 575-9396 60 66 Commitments - ----------- $4,000,000 FIFTH THIRD BANK, NORTHEASTERN OHIO By: /s/ R. C. Lanctot ------------------------------------- Title: Vice President ---------------------------------- 1404 East 9th Street Cleveland, OH 44114 Attention: Roy C. Lanctot Telephone: (216) 274-5473 FAX: (216) 274-5510 61 67 COMMITMENTS - ----------- $4,000,000 FIRSTMERIT BANK, N.A. By: /s/ Edward Yannayon ------------------------------------ Title: Vice President --------------------------------- 106 S. Main Street Akron, Ohio 44308 Attention: Ed Yannayon Telephone: (330) 996-6044 FAX: (330) 996-6272 62 68 Commitments $4,000,000 THE FUJI BANK, LIMITED By: /s/ Peter L. Chinnici ------------------------------------- Peter L. Chinnici Title: Senior Vice President & Group Head ----------------------------------- 63 69 Commitments - ----------- $2,666,667 BW CAPITAL MARKETS, INC. By: /s/ Philip G. Waldrop /s/ Thomas A. Lowe --------------------------------------------- Philip G. Waldrop Thomas A. Lowe Title: Vice President Vice President ------------------------------------------- 630 Fifth Avenue Rockefeller Center Suite 1919 New York, NY 1011 Attention: Thomas A. Lowe Telephone: (212) 218-1804 FAX: (212) 218-1816 DETROIT 7-3403 547855 64 70 PRICING SCHEDULE

============================ ============== ================== ================== ================= ================ APPLICABLE MARGIN LEVEL I LEVEL II LEVEL III LEVEL IV LEVEL V STATUS STATUS STATUS STATUS STATUS - ---------------------------- -------------- ------------------ ------------------ ----------------- ---------------- Eurodollar Rate and Letter 0.85% 1.05% 1.25% 1.55% 1.85% of Credit Applicable Margin - ---------------------------- -------------- ------------------ ------------------ ----------------- ---------------- Floating Rate Applicable 0.0% 0.0% 0.0% 0.125% 0.50% Margin ============================ ============== ================== ================== ================= ================ Facility Fee Applicable 0.15% 0.20% 0.25% 0.325% 0.40% Margin ============================ ============== ================== ================== ================= ================

Notwithstanding the above table or anything herein to the contrary, (a) if at any time the Borrower has no Moody's Rating or no S&P Rating, Level V Status shall exist and (b) if the Borrower's Moody's Rating and S&P Rating are split by more than one level, the Status shall be determined based on the rating one level below the higher rating. For the purposes of this Schedule, the following terms have the following meanings, subject to the final paragraph of this Schedule: "Level I Status" exists at any date if, on such date, the Borrower's Moody's Rating is Baa2 or better or the Borrower's S&P Rating is BBB or better. "Level II Status" exists at any date if, on such date, (i) the Borrower has not qualified for Level I Status and (ii) the Borrower's Moody's Rating is Baa3 or better or the Borrower's S&P Rating is BBB- or better. "Level III Status" exists at any date if, on such date, (i) the Borrower has not qualified for Level I Status or Level II Status and (ii) the Borrower's Moody's Rating is Ba1 or better or the Borrower's S&P Rating is BB+ or better. "Level IV Status" exists at any date if, on such date, (i) the Borrower has not qualified for Level I Status, Level II Status or Level II Status and (ii) the Borrower's Moody's Rating is Ba2 or better or the Borrower's S&P Rating is BB or better. "Level V Status" exists at any date if, on such date, the Borrower has not qualified for Level I Status, Level II Status, Level III or Level IV Status. "Moody's Rating" means, at any time, the rating issued by Moody's and then in effect with respect to the Borrower's senior unsecured long-term debt securities without third-party credit enhancement. "S&P Rating" means, at any time, the rating issued by S&P and then in effect with respect to the Borrower's senior unsecured long-term debt securities without third-party credit enhancement. 65 71 "Status" means either Level I Status, Level II Status, Level III Status, Level IV or Level V Status. The Applicable Margin and Applicable Fee Rate shall be determined in accordance with the foregoing table based on the Borrower's Status as determined from its then-current Moody's and S&P Ratings. The credit rating in effect on any date for the purposes of this Schedule is that in effect at the close of business on such date. 66 72 EXHIBIT A FORM OF OPINION [To be replaced by opinion issued at closing] The Agent and the Lenders who are parties to the 364-Day Credit Agreement described below. Gentlemen/Ladies: We are counsel for Pioneer-Standard Electronics, Inc. (the "Borrower"), and have represented the Borrower in connection with its execution and delivery of a 364-Day Credit Agreement dated as of September 15, 2000 (the "Agreement") among the Borrower, the Lenders named therein, and Bank One, Michigan, as Agent, and providing for Borrowings in an aggregate principal amount not exceeding $275,000,000 at any one time outstanding. All capitalized terms used in this opinion and not otherwise defined herein shall have the meanings attributed to them in the Agreement. We have examined the Borrower's **[describe constitutive documents of Borrower and appropriate evidence of authority to enter into the transaction]**, the Loan Documents and such other matters of fact and law which we deem necessary in order to render this opinion. Based upon the foregoing, it is our opinion that: l. Each of the Borrower and its Subsidiaries is a corporation, partnership or limited liability company duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted. 2. The execution and delivery by the Borrower of the Loan Documents to which it is a party and the performance by the Borrower of its obligations thereunder have been duly authorized by proper corporate proceedings on the part of the Borrower and will not: (a) require any consent of the Borrower's shareholders or members (other than any such consent as has already been given and remains in full force and effect); (b) violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries or (ii) the Borrower's or any Subsidiary's articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder; or 73 (c) result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or a Subsidiary pursuant to the terms of any indenture, instrument or agreement binding upon the Borrower or any of its Subsidiaries. 3. The Loan Documents to which the Borrower is a party have been duly executed and delivered by the Borrower and constitute legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms except to the extent the enforcement thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and subject also to the availability of equitable remedies if equitable remedies are sought. 4. There is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the best of our knowledge after due inquiry, threatened against the Borrower or any of its Subsidiaries which, if adversely determined, could reasonably be expected to have a Material Adverse Effect. 5. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any of its Subsidiaries, is required to be obtained by the Borrower or any of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under the Agreement, the payment and performance by the Borrower of the Obligations, or the legality, validity, binding effect or enforceability of any of the Loan Documents. This opinion may be relied upon by the Agent the Lenders and their participants, assignees and other transferees. Very truly yours, 74 EXHIBIT B COMPLIANCE CERTIFICATE To: The Lenders parties to the 364-Day Credit Agreement Described Below This Compliance Certificate is furnished pursuant to that certain 364-Day Credit Agreement dated as of September 15, 2000 (as amended, modified, renewed or extended from time to time, the "Agreement") among Pioneer-Standard Electronics, Inc. (the "Borrower") and lenders party thereto and Bank One, Michigan, as Agent for the Lenders. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement. THE UNDERSIGNED HEREBY CERTIFIES THAT: 1. I am the duly elected of the Borrower; --------------------- 2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Borrower and its Subsidiaries during the accounting period covered by the attached financial statements; 3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes a Default or Unmatured Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth below; and 4. Schedule I attached hereto sets forth financial data and computations evidencing the Borrower's compliance with certain covenants of the Agreement, all of which data and computations are true, complete and correct. Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the Borrower has taken, is taking, or proposes to take with respect to each such condition or event: ----------------------------------------------------------------------- ----------------------------------------------------------------------- ----------------------------------------------------------------------- ----------------------------------------------------------------------- The foregoing certifications, together with the computations set forth in Schedule I hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this ___ day of ________, ___. 69 75 SCHEDULE I TO COMPLIANCE CERTIFICATE Compliance as of _________, ____ with Provisions of and of the Agreement 70 76 EXHIBIT C ASSIGNMENT AGREEMENT This Assignment Agreement (this "Assignment Agreement") between ___________________________ (the "Assignor") and ___________________________ (the "Assignee") is dated as of _____________, ______. The parties hereto agree as follows: 1. PRELIMINARY STATEMENT. The Assignor is a party to a 364-Day Credit Agreement (which, as it may be amended, modified, renewed or extended from time to time is herein called the "Credit Agreement") described in Item 1 of Schedule 1 attached hereto ("Schedule 1"). Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement. 2. ASSIGNMENT AND ASSUMPTION. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, an interest in and to the Assignor's rights and obligations under the Credit Agreement and the other Loan Documents, such that after giving effect to such assignment the Assignee shall have purchased pursuant to this Assignment Agreement the percentage interest specified in Item 3 of Schedule 1 of all outstanding rights and obligations under the Credit Agreement and the other Loan Documents relating to the facilities listed in Item 3 of Schedule 1. The aggregate Commitment (or Outstanding Credit Exposure, if the applicable Commitment has been terminated) purchased by the Assignee hereunder is set forth in Item 4 of Schedule 1. 3. EFFECTIVE DATE. The effective date of this Assignment Agreement (the "Effective Date") shall be the later of the date specified in Item 5 of Schedule 1 or two Business Days (or such shorter period agreed to by the Agent) after this Assignment Agreement, together with any consents required under the Credit Agreement, are delivered to the Agent. In no event will the Effective Date occur if the payments required to be made by the Assignee to the Assignor on the Effective Date are not made on the proposed Effective Date. 4. PAYMENT OBLIGATIONS. In consideration for the sale and assignment of Outstanding Credit Exposure hereunder, the Assignee shall pay the Assignor, on the Effective Date, the amount agreed to by the Assignor and the Assignee. On and after the Effective Date, the Assignee shall be entitled to receive from the Agent all payments of principal, interest and fees with respect to the interest assigned hereby. The Assignee will promptly remit to the Assignor any interest on Loans and fees received from the Agent which relate to the portion of the Commitment or Outstanding Credit Exposure assigned to the Assignee hereunder for periods prior to the Effective Date and not previously paid by the Assignee to the Assignor. In the event that either party hereto receives any payment to which the other party hereto is entitled under this Assignment Agreement, then the party receiving such amount shall promptly remit it to the other party hereto. 5. RECORDATION FEE. The Assignor and Assignee each agree to pay one-half of the recordation fee required to be paid to the Agent in connection with this Assignment Agreement unless otherwise specified in Item 6 of Schedule 1. 6. REPRESENTATIONS OF THE ASSIGNOR; LIMITATIONS ON THE ASSIGNOR'S LIABILITY. The Assignor represents and warrants that (i) it is the legal and beneficial owner of the interest being assigned by it hereunder, (ii) such interest is free and clear of any adverse claim created by the Assignor and (iii) the execution and delivery of this Assignment Agreement by the Assignor is duly 71 77 authorized. It is understood and agreed that the assignment and assumption hereunder are made without recourse to the Assignor and that the Assignor makes no other representation or warranty of any kind to the Assignee. Neither the Assignor nor any of its officers, directors, employees, agents or attorneys shall be responsible for (i) the due execution, legality, validity, enforceability, genuineness, sufficiency or collectability of any Loan Document, including without limitation, documents granting the Assignor and the other Lenders a security interest in assets of the Borrower or any guarantor, (ii) any representation, warranty or statement made in or in connection with any of the Loan Documents, (iii) the financial condition or creditworthiness of the Borrower or any guarantor, (iv) the performance of or compliance with any of the terms or provisions of any of the Loan Documents, (v) inspecting any of the property, books or records of the Borrower, (vi) the validity, enforceability, perfection, priority, condition, value or sufficiency of any collateral securing or purporting to secure the Loans or (vii) any mistake, error of judgment, or action taken or omitted to be taken in connection with the Loans or the Loan Documents. 7. REPRESENTATIONS AND UNDERTAKINGS OF THE ASSIGNEE. The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements requested by the Assignee and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement, (ii) agrees that it will, independently and without reliance upon the Agent, the Assignor or any other Lender and based on such documents and information at it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (iii) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) confirms that the execution and delivery of this Assignment Agreement by the Assignee is duly authorized, (v) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender, (vi) agrees that its payment instructions and notice instructions are as set forth in the attachment to Schedule 1, (vii) confirms that none of the funds, monies, assets or other consideration being used to make the purchase and assumption hereunder are "plan assets" as defined under ERISA and that its rights, benefits and interests in and under the Loan Documents will not be "plan assets" under ERISA, (viii) agrees to indemnify and hold the Assignor harmless against all losses, costs and expenses (including, without limitation, reasonable attorneys' fees) and liabilities incurred by the Assignor in connection with or arising in any manner from the Assignee's non-performance of the obligations assumed under this Assignment Agreement, and (ix) if applicable, attaches the forms prescribed by the Internal Revenue Service of the United States certifying that the Assignee is entitled to receive payments under the Loan Documents without deduction or withholding of any United States federal income taxes. 8. GOVERNING LAW. This Assignment Agreement shall be governed by the internal law, and not the law of conflicts, of the State of Michigan. 9. NOTICES. Notices shall be given under this Assignment Agreement in the manner set forth in the Credit Agreement. For the purpose hereof, the addresses of the parties hereto (until notice of a change is delivered) shall be the address set forth in the attachment to Schedule 1. 10. COUNTERPARTS; DELIVERY BY FACSIMILE. This Assignment Agreement may be executed in counterparts. Transmission by facsimile of an executed counterpart of this Assignment Agreement shall be deemed to constitute due and sufficient delivery of such counterpart and such facsimile shall be deemed to be an original counterpart of this Assignment Agreement. 72 78 IN WITNESS WHEREOF, the duly authorized officers of the parties hereto have executed this Assignment Agreement by executing Schedule 1 hereto as of the date first above written. 73 79 SCHEDULE 1 to Assignment Agreement 1. Description and Date of Credit Agreement: 2. Date of Assignment Agreement: ________, ______ 3. Amounts (As of Date of Item 2 above):

Facility Facility Facility Facility 1* 2* 3* 4* -------- --------- --------- ------- a. Assignee's percentage of each Facility purchased under the Assignment Agreement** % % % % -------- -------- --------- -------- b. Amount of each Facility purchased under the Assignment Agreement*** $ $ $ $ -------- ------- -------

4. Assignee's Commitment (or Outstanding Credit Exposure with respect to terminated Commitments) purchased hereunder: $ ------------ 5. Proposed Effective Date: ---------------------- 6. Non-standard Recordation Fee Arrangement N/A*** [Assignor/Assignee to pay 100% of fee] [Fee waived by Agent] Accepted and Agreed: [NAME OF ASSIGNOR] [NAME OF ASSIGNEE] By: By: ------------------------------- ---------------------------- Title: Title: ---------------------------- ------------------------- 74 80 ACCEPTED AND CONSENTED TO**** BY ACCEPTED AND CONSENTED TO BY [NAME OF BORROWER] [NAME OF AGENT] By: By: ------------------------------- ----------------------------- Title: Title: ---------------------------- -------------------------- * Insert specific facility names per Credit Agreement ** Percentage taken to 10 decimal places *** If fee is split 50-50, pick N/A as option **** Delete if not required by Credit Agreement 75 81 Attachment to SCHEDULE 1 to ASSIGNMENT AGREEMENT ADMINISTRATIVE INFORMATION SHEET -------------------------------- Attach Assignor's Administrative Information Sheet, which must include notice addresses for the Assignor and the Assignee (Sample form shown below) ASSIGNOR INFORMATION -------------------- CONTACT: - ------- Name: Telephone No.: -------------------------- ----------------------- Fax No.: Telex No.: ---------------------- --------------------------- Answerback: ------------------------- PAYMENT INFORMATION: - -------------------- Name & ABA # of Destination Bank: --------------------------------------------- --------------------------------------------- Account Name & Number for Wire Transfer: ---------------------------------------- -------------------------------------- Other Instructions: ------------------------------------------------------------- - -------------------------------------------------------------------------------- ADDRESS FOR NOTICES FOR ASSIGNOR: - -------------------------------- ---------------------------------------------- ---------------------------------------------- ---------------------------------------------- ASSIGNEE INFORMATION -------------------- CREDIT CONTACT: - -------------- Name: Telephone No.: ------------------------------- --------------------- Fax No.: Telex No.: --------------------------- ------------------------- Answerback: ----------------------- KEY OPERATIONS CONTACTS: - ----------------------- Booking Installation: Booking Installation: --------------- -------------- Name: Name: ------------------------------- ----------------------------- Telephone No.: Telephone No.: ---------------------- --------------------- Fax No.: Fax No.: --------------------------- -------------------------- Telex No.: Telex No.: ------------------------- ------------------------- Answerback: Answerback: ------------------------- ------------------------ 76 82 PAYMENT INFORMATION: - -------------------- Name & ABA # of Destination Bank: ---------------------------------------------- ---------------------------------------------- Account Name & Number for Wire Transfer: --------------------------------------- --------------------------------------- Other Instructions: ------------------------------------------------------------- - -------------------------------------------------------------------------------- ADDRESS FOR NOTICES FOR ASSIGNEE: - -------------------------------- ---------------------------------------------- ---------------------------------------------- ---------------------------------------------- 77 83 BANK ONE INFORMATION -------------------- Assignee will be called promptly upon receipt of the signed agreement. INITIAL FUNDING CONTACT: SUBSEQUENT OPERATIONS CONTACT: - ----------------------- ----------------------------- Name: Name: -------------------------- ----------------------------- Telephone No.: (313) Telephone No.: (313) --------------------- -------------------- Fax No.: (313) Fax No.: (313) --------------------------- ------------------------- Bank One Telex No.: --------------- INITIAL FUNDING STANDARDS: - ------------------------- Libor - Fund 2 days after rates are set. BANK ONE WIRE INSTRUCTIONS: Bank One, Michigan, ABA # - -------------------------- ------------- LS2 Incoming Account # ---------------------- Ref: ---------------- ADDRESS FOR NOTICES FOR BANK ONE: 611 Woodward, Detroit, MI 60670 - -------------------------------- Attn: ---------------------- Fax No. (313) or (313) ------------ -------- 78 84 EXHIBIT D LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION To Bank One, Michigan, as Agent (the "Agent") under the 364-Day Credit Agreement Described Below. Re: 364-Day Credit Agreement, dated September 15, 2000 (as the same may be amended or modified, the "Credit Agreement"), among Pioneer-Standard Electronics, Inc.(the "Borrower"), the Lenders party thereto and the Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement. The Agent is specifically authorized and directed to act upon the following standing money transfer instructions with respect to the proceeds of Advances or other extensions of credit from time to time until receipt by the Agent of a specific written revocation of such instructions by the Borrower, provided, however, that the Agent may otherwise transfer funds as hereafter directed in writing by the Borrower in accordance with Section 13.1 of the Credit Agreement or based on any telephonic notice made in accordance with Section 2.15 of the Credit Agreement. Facility Identification Number(s) ----------------------------------------------- Customer/Account Name ----------------------------------------------------------- Transfer Funds To --------------------------------------------------------------- --------------------------------------------------------------- For Account No. ----------------------------------------------------------------- Reference/Attention To ---------------------------------------------------------- Authorized Officer (Customer Representative) Date ------------------------- - ------------------------------------ ------------------------------ (Please Print) Signature Bank Officer Name Date -------------------------- - ------------------------------------ ------------------------------ (Please Print) Signature (Deliver Completed Form to Credit Support Staff For Immediate Processing) 79 85 EXHIBIT E NOTE [Date] _______________________, a ___________________ (the "Borrower"), promises to pay to the order of ____________________________________ (the "Lender") the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of Bank One, Michigan in Detroit, Michigan, as Agent, together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. Unless earlier payment is required under the Agreement, the Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the 364-Day Credit Agreement dated as of September 15, 2000 (which, as it may be amended or modified and in effect from time to time, is herein called the "Agreement"), among the Borrower, the lenders party thereto and Bank One, Michigan, as Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. ------------------------------------ By: --------------------------------- Print Name: ------------------------- Title: ------------------------------ 80 86 SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF ____________, DATED _________,

Principal Maturity Principal Amount of of Interest Amount Unpaid Date Loan Period Paid Balance - ----------------------------------------------------------------------------------------------------------------

81 87 SCHEDULE 1 SUBSIDIARIES AND OTHER INVESTMENTS (See Sections 5.8 and 6.13)

Investment Jurisdiction of Owned Amount of Percent In Organization By Investment Ownership - ---------------------------------------------------------------------------------------------------------------------

88 SCHEDULE 2 INDEBTEDNESS AND LIENS (See Sections 5.14, 6.10 and 6.14)

Maturity Indebtedness Indebtedness Property and Amount Incurred By Owed To Encumbered (If Any) of Indebtedness - ----------------------------------------------------------------------------------------------------------------

EX-27 7 l84530aex27.txt EXHIBIT 27 -- FINANCIAL DATA SCHEDULE

<ARTICLE> 5

<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION OF THE CONDENSED CONSOLIDATED BALANCE SHEET AND INCOME STATEMENT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

<MULTIPLIER> 1,000 <PERIOD-TYPE> 6-MOS <FISCAL-YEAR-END> MAR-31-2001 <PERIOD-END> SEP-30-2000 <CASH> 40,081 <SECURITIES> 0 <RECEIVABLES> 437,424 <ALLOWANCES> 4,945 <INVENTORY> 436,849 <CURRENT-ASSETS> 921,232 <PP&E> 200,909 <DEPRECIATION> 97,546 <TOTAL-ASSETS> 1,259,603 <CURRENT-LIABILITIES> 312,291 <BONDS> 0 <PREFERRED-MANDATORY> 143,750 <PREFERRED> 0 <COMMON> 9,388 <OTHER-SE> 342,422 <TOTAL-LIABILITY-AND-EQUITY> 1,259,603 <SALES> 1,389,931 <TOTAL-REVENUES> 1,389,931 <CGS> 1,177,694 <TOTAL-COSTS> 1,333,639 <OTHER-EXPENSES> (471) <LOSS-PROVISION> 0 <INTEREST-EXPENSE> 15,933 <INCOME-PRETAX> 40,830 <INCOME-TAX> 15,940 <INCOME-CONTINUING> 21,936 <DISCONTINUED> 0 <EXTRAORDINARY> (470) <CHANGES> 0 <NET-INCOME> 21,466 <EPS-BASIC> .80 <EPS-DILUTED> .67

10-Q 8 l84530ae10-q_pdf.pdf COURTESY COPY FOR PIONEER STANDARD begin 666 DOC.PDF M)5!$1BTQ+C(-"B7BX\_3#0HR(#`@;V)J#0H\/`T*+TQE;F=T:"`S,#,W#0H^ M/@T*&AI8FET(#$P+C$@+2!%;7!L;WDN($%G6UA;BE4:@T*150-"C`@,"`Q(%)'#0HU,RXW,R`V-S&AI8FET(#$P+C,@+2!%;7!L+B!!9W)E92XZ(%!I;VYE97(@)B!":6QL:6-K M*51J#0I%5`T*-3,N-S,@-C4P+C&AI8FET(#$P+C0@ M+2!&:79E(%EE87(@0W)E9&ET($%G2!#&AI M8FET(#(W("TM($9I;F%N8VEA;"!$871A(%-C:&5D=6QE*51J#0I%5`T*-3,N M-S,@-C$P+C0Q(&T-"C(S-BXQ,R`V,3`N-#$@;`T*4PT*96YD'1'4W1A=&4@/#P-"B]'4S$@-R`P(%(-"CX^#0H^/@T*96YD;V)J#0HQ M,"`P(&]B:@T*/#P-"B],96YG=&@@,S@T.0T*/CX-"G-T&5C=71I=F4@;V9F:6-E M'0@70T*+T9O;G0@/#P-"B]&,B`T M(#`@4@T*+T8S(#4@,"!2#0HO1C0@-B`P(%(-"CX^#0HO17AT1U-T871E(#P\ M#0HO1U,Q(#<@,"!2#0H^/@T*/CX-"F5N9&]B:@T*,3,@,"!O8FH-"CP\#0HO M3&5N9W1H(#(T,3`-"CX^#0IS=')E86T-"C$@9PT*+T=3,2!G7-I'1'4W1A=&4@/#P-"B]'4S$@-R`P(%(- M"CX^#0H^/@T*96YD;V)J#0HQ-B`P(&]B:@T*/#P-"B],96YG=&@@.38X.`T* M/CX-"G-T6%B;&4I5&H-"C(V+C8T-30@,"XU-S$U(%1$#0HH("E4:@T*,BXU,C0Q M("TP+C4W,34@5$0-"ELH)"DM-S8R*#(V,"PP,3DI751*#0HT+C4R-#(@,"XU M-S$U(%1$#0HR+C$U-2!48PT**"`@*51J#0HT+C`T."`M,"XU-S$U(%1$#0HP M(%1C#0I;*"0I+36%B;&4I+3(Q,#DU+C2!R961E96UA8FQE(&-O M;G9E3HI+3$X.#`R+C,H M("DQ-S@U+CDH("`I+3$V,3DN,B@@("DQ-S@U+CDH("DX.#$H("DM,38Q.2XR M*"`I751*#0I4*@T*,"!4=PT*6R@@*2TS-#4N,RA#;VUM;VX@2E4:@T*+3$N,C$T-"`M,2XQ,3DR(%1$#0I;*"`I+3,T-2XS*$-A M<&ET86P@:6X@97AC97-S(&]F('-T871E9"!V86QU92DM,3,Y,S`N-"@@*2TS M-CDN,2@@*2TR.3$W*#$R.2PY,#4I+3$R+C4H("DM,C$U-2@@*2TS-CDN,2@@ M*2TR,#,U+CDH,3,W+#`Y,BDM,3(N-2@@*5U42@T*,"`M,2XR,30T(%1$#0HP M+C,V.3$@5'<-"ELH("DR,RXX*%)E=&%I;F5D("DS-CDN,2AE87)N:6YG6EN9R!N;W1E M'!E;G-E'!E;G-E*2TR,C0X-2XW*"`I M.3&5S*2TQ-S8T-BXY M*"`I+3(Y-RXW*"`I+3$W-S0H,C$L-C4W*2TQ,BXT*"`I+3$R-S0H("DM,3(W M-"@@*2TQ-S&5S*2TQ.#(P-RXQ*"`I+3(Y-RXW*"`I+3(R-S0N,2@X+#0V,RDM M,3(N,R@@*2TQ,C"E4:@T*,C@N,C$W(#`N-3'1R86]R9&EN87)Y($-H87)G M92DM,30U.3(N,2@@*2TQ,S(Q+C8H)"DM-3`P+C$H,3$L-S$U*2TQ,BXT*"`I M+3$R-S0H("DM,C(Y-RXY*"0I+34P,"XQ*#$P+#(Y."DM,3(N-"@@*2TQ,C2!C:&%R9V4@9F]R(&5A"`I5&H- M"C`N-S,X,B`M,2XQ,3DQ(%1$#0HH8F5N969I="E4:@T*,C@N,C$W(#`N-3'1R86]R9&EN87)Y($-H87)G92!<,C(V(&1I;'5T960I+3$P.#$T+C4H M("DM,3,R,2XV*"0I+3(P,#`N,B@N,S8I+3$R+C$H("DM,3(W-"@@*2TR,CDW M+CDH)"DM,C`P,"XR*"XS,BDM,3(N,2@@*2TQ,C2`I,CDW+C'1'4W1A=&4@/#P-"B]'4S$@-R`P(%(-"CX^#0H^/@T*96YD;V)J#0HR,R`P M(&]B:@T*/#P-"B],96YG=&@@.36%B;&4I+3$S-3,U M+C0H("DM,S8Y+C$H("DM,38U-"XY*#$Y+#DX.2DM,3(N-"@@*2TW-3`N,2@@ M*2TS-CDN,2@@*2TQ,#@S+C4H-C@L-C$R*2TQ,BXT*"`I751*#0I4*@T*6R@@ M*2TS-#4N,R@@*2TT-#`N-2@@*2TT-#`N-2A$96-R96%S92!<*&EN8W)E87-E M7"D@:6X@;W1H97(@=V]R:VEN9R!C87!I=&%L*2TW,S$V*"`I+3,V.2XQ*"`I M+3(Q-34H,RPR,C`I+3$R+C,H("DM-S4P+C$H("DM,S8Y+C$H("DM,3(U,"XQ M*%PH,BPS,#,I+3$R+C2!A;F0@97%U:7!M M96YT*2TQ,38P-RXX*"`I+3,V.2XQ*"`I+3$X,C$N-BA<*#@L,#6%B;&4I+3$P,#4S+CDH("DM,S8Y+C$H("DM,3@R,2XV*%PH.2PT M,S0I+3$R+C2!S=&]C:R!O<'1I;VX@<&QA;G,I+3$S.#DN-R@@*2TS-CDN,2@@ M*2TR,34U*#$L-C@S*2TQ,BXS*"`I+32!F:6YA;F-I;F<@86-T:79I=&EE2P@;F5T(&]F('1A>"X@ M*51J#0HP("TR+C,@5$0-"BA3964@86-C;VUP86YY:6YG(&YO=&5S('1O('5N M875D:71E9"!C;VYD96YS960@8V]N2!A8V-O=6YT2!G96YE2!F;W(@82!F M86ER('!R97-E;G1A=&EO;B!O9B!T:&4@9FEN86YC:6%L('!O"!M;VYT:"!P97)I;V1S(&5N M9&5D("E4:@T*5"H-"BA397!T96UB97(@,S`L(#(P,#`@86YD(#$Y.3D@:&%V M92!B965N(&EN8VQU9&5D+B`I5&H-"C`@+3(N,R!41`T**$]P97)A=&EN9R!R M97-U;'1S(&9O2!D:79I9&EN9R!N970@:6YC;VUE(&%V86EL86)L92!T;R!C;VUM M;VX@'0@70T*+T9O;G0@/#P-"B]&,B`T(#`@4@T*+T8S M(#4@,"!2#0HO1C0@-B`P(%(-"B]&-B`R."`P(%(-"CX^#0HO17AT1U-T871E M(#P\#0HO1U,Q(#<@,"!2#0H^/@T*/CX-"F5N9&]B:@T*,S`@,"!O8FH-"CP\ M#0HO3&5N9W1H(#$P.30Q#0H^/@T*"!M;VYT:',@ M96YD960@4V5P=&5M8F5R(#,P+"`I5&H-"C`@+3$N,3(@5$0-"B@R,#`P(&%N M9"`Q.3DY(&%R92!A65A2`I5&H-"C`@+3$N,3(@5$0-"BAC2!T:&4@0V]M<&%N M>2!A9G1E65A2`I5&H-"E0J#0HH=&\@8F]R2!W87,@:6X@8V]M<&QI86YC92!W M:71H('1H97-E("E4:@T*5"H-"BAC;W9E;F%N=',N("E4:@T*,"`M,BXS(%1$ M#0HH26X@8V]N:G5N8W1I;VX@=VET:"!T:&4@9FEN86YC:6YG+"!T:&4@0V]M M<&%N>2!R97!A:60L('!R:6]R('1O(&ET2!D871E+"!A;6]U M;G1S(&]U='-T86YD:6YG('5N9&5R('1H92`I5&H-"C`@+3$N,3(@5$0-"BAP M'1R86]R9&EN87)Y(&-H87)G M92!F;W(@96%R;'D@*51J#0I4*@T**&5X=&EN9W5I2!E>'!E;G-I;F<@9FEN86YC:6YG(&9E97,@87-S;V-I M871E9"`I5&H-"E0J#0HH=VET:"!T:&4@9F]R;65R(&-R961I="!F86-I;&ET M>2X@*51J#0HR,RXQ,B`M,BXS(%1$#0HH-R`I5&H-"D54#0IE;F1S=')E86T- M"F5N9&]B:@T*,S$@,"!O8FH-"CP\#0HO4')O8U-E="!;+U!$1B`O5&5X="!= M#0HO1F]N="`\/`T*+T8R(#0@,"!2#0HO1C,@-2`P(%(-"CX^#0HO17AT1U-T M871E(#P\#0HO1U,Q(#<@,"!2#0H^/@T*/CX-"F5N9&]B:@T*,S,@,"!O8FH- M"CP\#0HO3&5N9W1H(#$P.#DY#0H^/@T*2!B87-E9"!O;B!P7-T96US+"!H:6=H+65N M9"!P;&%T9F]R;7,L('!E2`I5&H- M"C`@+3$N,3(@5$0-"BAT97)M:6YA;',@86YD(&YE='=O"!M;VYT:',@96YD960I751*#0HQ+C,P.38@+3$N,C,X,B!41`T* M6RA397!T96UB97(@,S`L*2TW-#$U+C8H4V5P=&5M8F5R(#,P+"E=5$H-"D54 M#0HP+C4@1PT*,"!*(#`@:B`P+C(T('<@,3`@32!;73`@9`T*-#8P+C4S(#8Y M-RXR.2!M#0HS,37-T96US*2TQ.#8X M,2XQ*"`I+3$P-#7-T96US*2TQ.#8X,2XQ M*"`I+3$P-#'!E;G-E*2TQ.32UO=VYE9"!C;VYS;VQI9&%T960@2!O9B!T:&4@0V]M<&%N>2P@=VET:"!I=',@&5C=71E9"!A("E4:@T*5"H-"BAG=6%R86YT964@=VET:"!R96=A'1'4W1A=&4@/#P-"B]'4S$@-R`P(%(-"CX^#0H^/@T* M96YD;V)J#0HS-B`P(&]B:@T*/#P-"B],96YG=&@@,S8S,0T*/CX-"G-T2P@;6%N86=E;65N="`I5&H-"E0J#0HH8F5L:65V M97,@=&AA="!T:&4@=6QT:6UA=&4@F4@86QL(&1E65D('1H92!E9F9E8W1I=F4@9&%T92!O9B!T:&ES M("E4:@T*5"H-"BA3=&%T96UE;G0@9F]R(&]N92!Y96%R('1O(&9I2!W87,@*51J#0I4*@T* M*'1O(&%D9')E2!T;R!M;V1I9GD@=&AE:7(@:6YF;W)M871I;VX@2!T:&ES(%-T871E;65N="X@*51J#0HP("TR+C,@5$0-"BA);B!*=6YE M(#(P,#`L('1H92!&05-"(&ES2!W:6QL(&%D;W!T('1H97-E M(%-T871E;65N=',@;VX@07!R:6P@,2P@,C`P,2!A;F0@:7,@:6X@*51J#0I4 M*@T**'1H92!P&-H86YG92!#;VUM:7-S:6]N(%PH7#(R,U-% M0UPR,C1<*2!I2!A M8V-E<'1E9"!A8V-O=6YT:6YG('!R:6YC:7!A;',@=&\@'!E;G-E2!S96=M96YT('=H M97)E(&%V86EL86)L92X@*51J#0HQ,"XP-SD@,"`P(#$P+C`W.2`R-2XV-2`W M.#`N-3<@5&T-"C$N,#4Y-B!48PT*6R@@*3DW-BXR*"`I+3(V,38Y+C(H("DQ M,#0W+C'!E;G-E7-T96US*2TQ.3@Y-2XU*"`I,C,X+C$H)"DM,3`P,"XQ*#0L.#DX*2TQ M,BXS*"`@("DM,3@U-RXT*#$N-2DM,3(N,2@E*2TY,#4N,R@@*2TX,#DN-R@D M*2TQ,#`P+C$H.2PS.#DI+3$R+C,H("`@*2TQ-#(X+C@H,RXR*2TQ,BXQ*"4I M751*#0I4*@T*6R@@*3DW-BXR*$EN9'5S=')I86P@*3$P-3DN-BA%;&5C=')O M;FEC65A7-T96US($1I=FES:6]N('=A'!E;G-E2!S86QE65A65D(&$@;G5M8F5R(&]F(&]U='-I9&4@7-T96US M($1I=FES:6]N('=A2!O9B!C97)T86EN(&-O;7!U=&5R('!R;V1U8W1S('!R97-S=7)E9"!T:&4@ M0V]M<'5T97(@4WES=&5M2`I5&H-"E0J#0HH<')O9'5C M=',@"!T;R!L M;W=E65A65A2!D97-C65A'!E M;G-E+"!);F-O;64@5&%X97,@86YD($YE="!);F-O;64I5&H-"B]&,B`Q(%1F M#0HP("TR+C,T(%1$#0HH5&AE(&-O;7!O;F5N=',@;V8@;W1H97(@7"AI;F-O M;65<*2!E>'!E;G-E(&%N9"!T:&4@969F96-T:79E('1A>"!R871E(&9O"!M;VYT:',@96YD960@*51J#0HP("TQ+C$R(%1$ M#0HH4V5P=&5M8F5R(#,P(&%R92!A'!E;G-E*2TR,S0S."XR*"`D."PR.38I+3$R+C,H("DS.#$H M("DT-S8N,B@D*2TS,S,N-"@V+#,R-BDM,3(N,R@@*3,U-RXR*"`D,34L.3,S M*2TQ,BXT*"`I,S4W+C(H("0Q,BPT,C(I+3$R+C0H("E=5$H-"E0J#0HP+C8P M-S(@5'<-"ELH169F96-T:79E("DV,#2!D=64@=&\@86X@:6YC65A M"!R M871E(&9O"!B96YE9FET5PR,C)S M($-A;F%D:6%N("E4:@T*5"H-"BAS=6)S:61I87)Y+B`I5&H-"C`@+3(N,R!4 M1`T**$%S(&$@"!M;VYT:"!P97)I;V1S("E4:@T*,"`M,2XQ,B!41`T* M*&5N9&5D(%-E<'1E;6)E65A2`Q-"4@86YD(#(R)2P@F5D(&%N(&5X=')A;W)D:6YA M2!E>'1I;F=U:7-H;65N="!O9B!D96)T(&]F M("0T-S`L(&YE="!O9B`D,S`Q('1A>"!B96YE9FET+"`I5&H-"E0J#0HH;W(@ M)"XP,2!P97(@2!E>'!E M;G-I;F<@9FEN86YC:6YG(&9E97,@87-S;V-I871E9"!W:71H('1H92!F;W)M M97(@8W)E9&ET(&9A8VEL:71Y+B`I5&H-"B]&,R`Q(%1F#0HP("TR+C,V(%1$ M#0HH3&EQ=6ED:71Y(&%N9"!#87!I=&%L(%)E"!M;VYT:"!P97)I;V0@96YD M960@4V5P=&5M8F5R(#,P+"`R,#`P+"!N970@8V%S:"!U2!T;R!I;F-R96%S97,@:6X@86-C;W5N M=',@2!L979E;',L('=H M:6-H(&EN8W)E87-E9"!T;R`I5&H-"E0J#0HH)#0S,BXU(&UI;&QI;VX@86YD M("0T,S8N."!M:6QL:6]N+"!R97-P96-T:79E;'DL(&%T(%-E<'1E;6)E65A2!I;B!W:&EC:"!0:6]N M965R('!R979I;W5S;'D@:&5L9"!O;FQY(&$@-3$E(&EN=&5R97-T(&%N9"!A M8W%U:7)E("E4:@T*5"H-"BAA;B`X-24@:6YT97)E'1'4W1A=&4@/#P-"B]'4S$@-R`P(%(-"CX^#0H^ M/@T*96YD;V)J#0HU,2`P(&]B:@T*/#P-"B],96YG=&@@-#8S,@T*/CX-"G-T M"!M;VYT:"`I M5&H-"E0J#0HH<&5R:6]D(&EN('1H92!P2!E;G1E2!T:&4@0V]M<&%N>2!A9G1E65A2`I5&H-"E0J#0HH=&\@8F]R2!W87,@:6X@8V]M<&QI86YC92!W:71H('1H97-E("E4:@T*5"H-"BAC;W9E M;F%N=',N("E4:@T*,"`M,BXS(%1$#0HH26X@8V]N:G5N8W1I;VX@=VET:"!T M:&4@9FEN86YC:6YG+"!T:&4@0V]M<&%N>2!R97!A:60L('!R:6]R('1O(&ET M2!D871E+"!A;6]U;G1S(&]U='-T86YD:6YG('5N9&5R('1H M92`I5&H-"C`@+3$N,3(@5$0-"BAP&EM871E("0R-2!M:6QL:6]N+"!W:&EC:"`I5&H-"C`@+3$N,3(@ M5$0-"BAI;F-L=61E65A2!C87!I=&%L:7IE9"!A<'!R;WAI;6%T96QY("0S-"XR M(&UI;&QI;VX@:6X@9FES8V%L(#$Y.3@@86YD(#$Y.3D@:6X@8V]N;F5C=&EO M;B!W:71H('1H92!A8W%U:7-I=&EO;B`I5&H-"B]&-"`Q(%1F#0HP("TQ+C$R M(%1$#0HH86YD(&EN2!<*%PR,C-)5%PR,C1<*2!S>7-T96TN M($%M;W5N=',@&EM871E;'D@*51J#0I4*@T* M*"0Q,2XU(&UI;&QI;VX@;V8@=&AE2!H M87,@;F\@'!E M8W1A=&EO;G,@=VAI8V@@;6%Y(&-O;G-T:71U=&4@9F]R=V%R9"UL;V]K:6YG M(&EN9F]R;6%T:6]N+B`I5&H-"C`@+3$N,3(@5$0-"BA!;&P@'!R97-S M:6]N2!S=6-H('-T871E;65N=',@*51J#0I4*@T**&9O2`I5&H-"E0J#0HH;V)S;VQE2!C;VYS;VQI9&%T:6]N+"!R:7-K M'0@70T*+T9O;G0@/#P-"B]&,B`T(#`@4@T*+T8T(#8@,"!2 M#0H^/@T*+T5X=$=3=&%T92`\/`T*+T=3,2`W(#`@4@T*/CX-"CX^#0IE;F1O M8FH-"C4T(#`@;V)J#0H\/`T*+TQE;F=T:"`T-#DR#0H^/@T*2!A5PR,C)S(&]B:F5C=&EV92!I2!A'!O2!I M;G1E"!T:&4@*51J#0I4*@T**&EN=&5R M97-T(')A=&4@;VX@82!P;W)T:6]N(&]F('1H92!D96)T(&%N9"!T:&4@=7-E M(&]F(&UU;'1I<&QE(&UA='5R:71Y(&1A=&5S+B!)9B!I;G1EF5D(&YE="!E>'!E;G-E+"!A9G1E&EM871E;'D@*51J#0I4*@T**"0Q+C,@;6EL;&EO;B!O&-H86YG92DM,C`Y-2XX*$UA='5R:71Y*5U42@T*+3$T+C8T M-#,@+3$N,C,X,B!41`T*6RA#;VYT65A'0@ M70T*+T9O;G0@/#P-"B]&,B`T(#`@4@T*+T8S(#4@,"!2#0HO1C0@-B`P(%(- M"B]&-2`Q."`P(%(-"CX^#0HO17AT1U-T871E(#P\#0HO1U,Q(#<@,"!2#0H^ M/@T*/CX-"F5N9&]B:@T*-3<@,"!O8FH-"CP\#0HO3&5N9W1H(#4R.#$-"CX^ M#0IS=')E86T-"C$@9PT*+T=3,2!G2!C;VYT:6YU M960@869T97(@=&AE($%N;G5A;"!-965T:6YG.B!*86UE2!O9B!T:&4@*51J#0I4*@T**'9O=&EN9SHI5&H-"C$P+C`W.2`P(#`@ M,3`N,#6UA M;BE4:@T*,3(@,"`P(#$R(#(U+C8U(#,S,BXW,R!4;0T**"`I5&H-"C$P+C`W M.2`P(#`@,3`N,#2!";W)R;W=E4)A;FL@3F%T M:6]N86P@07-S;V-I871I;VX@87,@4WEN9&EC871I;VX@06=E;G0L(&%N9"!! M0DX@04U23R`I5&H-"E0J#0HH0F%N:RP@3BY6+BP@87,@1&]C=6UE;G1A=&EO M;B!!9V5N="XI5&H-"C$R(#`@,"`Q,B`R-2XV-2`X-C8N-#D@5&T-"B@@*51J M#0HQ,"XP-SD@,"`P(#$P+C`W.2`R-2XV-2`X-30N-S,@5&T-"B@@("`@("`@ M("`@("`@("`@(#$P+C4I5&H-"C8N-CDQ,2`M,2XQ,3DR(%1$#0HH("E4:@T* M,2XV-C8X(#$N,3$Y,B!41`T**#,V-"U$87D@0W)E9&ET($%G4)A;FL@*51J#0I4*@T**$YA M=&EO;F%L($%S6YD:6-A=&EO;B!!9V5N="P@86YD M($%"3B!!35)/($)A;FLL($XN5BXL(&%S($1O8W5M96YT871I;VX@06=E;G0N M*51J#0HQ,B`P(#`@,3(@,C4N-C4@.#$Y+C(Q(%1M#0HH("E4:@T*,3`N,#2!T:&4@=6YD97)S:6=N960@=&AE'0@70T*+T9O;G0@/#P-"B]&,B`T(#`@4@T*+T8S(#4@ M,"!2#0H^/@T*+T5X=$=3=&%T92`\/`T*+T=3,2`W(#`@4@T*/CX-"CX^#0IE M;F1O8FH-"C8U(#`@;V)J#0H\/`T*+U1Y<&4@+TAA;&9T;VYE#0HO2&%L9G1O M;F54>7!E(#$-"B](86QF=&]N94YA;64@*$1E9F%U;'0I#0HO1G)E<75E;F-Y M(#8P#0HO06YG;&4@-#4-"B]3<&]T1G5N8W1I;VX@+U)O=6YD#0H^/@T*96YD M;V)J#0HW(#`@;V)J#0H\/`T*+U1Y<&4@+T5X=$=3=&%T90T*+U-!(&9A;'-E M#0HO3U`@9F%L7!E("]&;VYT#0HO4W5B='EP92`O5'EP93$-"B].86UE("]& M,@T*+T)A7!E("]&;VYT#0HO4W5B='EP92`O5'EP93$-"B].86UE("]& M,PT*+T)A7!E("]4>7!E,0T*+TYA;64@+T8T M#0HO16YC;V1I;F<@-C8@,"!2#0HO0F%S949O;G0@+U1I;65S+5)O;6%N#0H^ M/@T*96YD;V)J#0HQ."`P(&]B:@T*/#P-"B]4>7!E("]&;VYT#0HO4W5B='EP M92`O5'EP93$-"B].86UE("]&-0T*+T5N8V]D:6YG(#8V(#`@4@T*+T)A7!E("]&;VYT#0HO4W5B='EP92`O5'EP93$-"B].86UE("]&-@T*+T)A7!E("]4>7!E,0T*+TYA;64@+T8W#0HO0F%S M949O;G0@+U1I;65S+4)O;&1)=&%L:6,-"CX^#0IE;F1O8FH-"C8V(#`@;V)J M#0H\/`T*+U1Y<&4@+T5N8V]D:6YG#0HO1&EF9F5R96YC97,@6R`P+V=R879E M+V%C=71E+V-IF-A0T*(#$V-B]B"]59&EE`T*+V%T:6QD92]A9&EE`T*+V5D M:65R97-I"]O=&EL9&4O M;V1I97)E61I97)E7!E("]086=E#0HO4&%R96YT(#@@ M,"!2#0HO4F5S;W5R8V5S(#$Q(#`@4@T*+T-O;G1E;G1S(#$P(#`@4@T*/CX- M"F5N9&]B:@T*,3(@,"!O8FH-"CP\#0HO5'EP92`O4&%G90T*+U!A7!E("]086=E#0HO4&%R96YT M(#@@,"!2#0HO4F5S;W5R8V5S(#(Q(#`@4@T*+T-O;G1E;G1S(#(P(#`@4@T* M/CX-"F5N9&]B:@T*,C(@,"!O8FH-"CP\#0HO5'EP92`O4&%G90T*+U!A7!E("]086=E#0HO4&%R M96YT(#@@,"!2#0HO4F5S;W5R8V5S(#,Q(#`@4@T*+T-O;G1E;G1S(#,P(#`@ M4@T*/CX-"F5N9&]B:@T*,S(@,"!O8FH-"CP\#0HO5'EP92`O4&%G90T*+U!A M7!E("]086=E#0HO M4&%R96YT(#0S(#`@4@T*+U)E7!E("]086=E#0HO4&%R96YT(#0S(#`@4@T*+U)E7!E("]086=E7!E("]086=E7!E("]#871A;&]G#0HO4&%G97,@-#(@,"!2 M#0H^/@T*96YD;V)J#0HV."`P(&]B:@T*/#P-"B]#')E9@T*,"`V.0T*,#`P,#`P M,#`P,"`V-34S-2!F#0HP,#`P,3(U,#(Q(#`P,#`P(&X-"C`P,#`P,#`P,3<@ M,#`P,#`@;@T*,#`P,#`P,S$Q,B`P,#`P,"!N#0HP,#`P,3(S,34Y(#`P,#`P M(&X-"C`P,#`Q,C,R-#D@,#`P,#`@;@T*,#`P,#$R,S,S."`P,#`P,"!N#0HP M,#`P,3(S,#@P(#`P,#`P(&X-"C`P,#`Q,C8V-C,@,#`P,#`@;@T*,#`P,#$R M-3$P.2`P,#`P,"!N#0HP,#`P,#`S,C,Y(#`P,#`P(&X-"C`P,#`P,# -----END PRIVACY-ENHANCED MESSAGE-----

EX-10.1

   1
                                                                  Exhibit 10.1

                                                                  EXECUTION COPY
                                                                  --------------








                              EMPLOYMENT AGREEMENT

                                     BETWEEN

                       PIONEER-STANDARD ELECTRONICS, INC.

                                       AND

                                 JAMES L. BAYMAN










                                                                  April 26, 2000

   2

                                TABLE OF CONTENTS
                                -----------------



                                                                                                               Page
                                                                                                               ----

                                                                                                              
Employment........................................................................................................1

Period of Employment..............................................................................................1

Position, Duties, Responsibilities................................................................................2

Compensation, Compensation Plans,  Perquisites....................................................................3

Employee Benefit Plans............................................................................................4

Effect of Death or Disability.....................................................................................5

Termination.......................................................................................................6

         General..................................................................................................6

         Change in Control........................................................................................6

         For Cause or Voluntary Termination.......................................................................7

         Without Cause............................................................................................8

         Arbitration..............................................................................................9

Non-Competition, Confidential Information and Non-Interference....................................................9

Withholding......................................................................................................11

Notices..........................................................................................................11

General Provisions...............................................................................................12

Amendment or Modification; Waiver................................................................................13

Severability.....................................................................................................13

Successors to the Company........................................................................................13

Operation of Agreement...........................................................................................14

Enforcement Costs................................................................................................15




   3

                              EMPLOYMENT AGREEMENT
                              --------------------

         EMPLOYMENT AGREEMENT between PIONEER-STANDARD ELECTRONICS, INC., an
Ohio corporation (the "Company"), and JAMES L. BAYMAN ("Bayman"), dated April
26, 2000, effective April 1, 2000.

                              W I T N E S S E T H:

         WHEREAS: Bayman has been providing services to the Company as Chairman
and Chief Executive Officer pursuant to an Amended and Restated Employment
Agreement dated April 27, 1999, effective April 1, 1999, between Bayman and the
Company (the "1999 Agreement");

         WHEREAS: The Company and Bayman desire to replace the 1999 Agreement
with a new Employment Agreement in order to reflect certain modifications to the
terms and conditions of Bayman's employment as Chairman and Chief Executive
Officer;

         WHEREAS: A new Employment Agreement containing such modified terms is
deemed necessary at the present time to meet the need for a continued strong
management without substantial change;

         WHEREAS: Together with other officers of the Company, Bayman has been
responsible for the success of the business of the Company.

         NOW, THEREFORE, it is hereby agreed by and between the Company and
Bayman as follows:

1.       Employment
         ----------

                  The Company hereby agrees to continue to employ Bayman, and
         Bayman hereby agrees to remain in the employ of the Company, for the
         period set forth in Section 2 hereof (the "Period of Employment"), in
         the position and with the duties and responsibilities set forth in
         Section 3 hereof, and upon the other terms and conditions hereinafter
         stated.

2.       Period of Employment
         --------------------

                  For purposes of this Agreement, the Period of Employment shall
         consist of the Period of Full Time Employment and the Period of
         Transition as described in this Section 2 as follows:

                           (a) For the purposes of this Agreement, the Period of
                  Full Time Employment shall continue for a two-year period from
                  the effective date hereof, subject to (i) the provisions of
                  Section 6 hereof; (ii) the earlier termination of



                                       1
   4


                  employment as set forth in Section 7 hereof; and (iii) the
                  commencement of the Period of Transition pursuant to Section
                  2(c) hereof.

                           (b) For purposes of this Agreement, the Period of
                  Transition shall continue for a three-year period from the
                  termination of the Period of Full Time Employment, subject to
                  (i) the provisions of Section 6 hereof and (ii) the earlier
                  termination of employment as set forth in Section 7 hereof.

                           (c) Not later than the February 1 next preceding the
                  first anniversary of this Agreement, Bayman may elect to
                  commence the Period of Transition effective on the first
                  anniversary of this Agreement. The Period of Transition shall
                  be a period of reduced employment responsibilities designed to
                  ensure Bayman's availability and support in the transition
                  from Bayman to his successor as Chairman and Chief Executive
                  Officer of the Company.

3.       Position, Duties, Responsibilities
         ----------------------------------

         3.01 CHIEF EXECUTIVE OFFICER. During the Period of Full Time
         Employment, Bayman shall serve as Chairman and Chief Executive Officer
         of the Company and shall have the responsibility for all of the
         operations of the Company including the authority, power and duties
         with regard to his position as may from time to time be assigned by the
         Board of Directors of the Company. Bayman's duties will include the
         supervision and direction of the corporate professional staff and the
         strategic direction of the Company's operations. He shall at all times
         during such period have the authority, power and duties of the person
         charged with the general management of the business and affairs of the
         areas assigned to him with authority to manage and direct all
         operations and affairs of those areas and to employ and discharge all
         employees thereof, reporting and being responsible only to the Board of
         Directors of the Company.

         3.02 BOARD MEMBERSHIP. It is further contemplated that at all times
         during the Period of Full Time Employment, Bayman shall serve and
         continue to serve as a member of its Board of Directors. In the event
         that Bayman's employment is terminated for any reason as provided in
         Section 7 hereof, Bayman agrees that he shall immediately submit his
         written resignation as a member of the Board of Directors of the
         Company, which may choose to either accept or reject such resignation.

         3.03 ATTENTION TO DUTIES. Throughout the Period of Full Time
         Employment, Bayman shall devote his full time and undivided attention
         during normal business hours to the business and affairs of the
         Company, except for reasonable vacations afforded the Company's
         executive officers and except for illness or incapacity, but nothing in
         this Agreement shall preclude Bayman from devoting reasonable time
         required for serving as a director or member of an advisory committee
         of any organization involving no conflict of interest with the
         interests of the Company, from engaging in charitable and community
         activities, and from managing his personal affairs, provided that such
         activities do not materially interfere with the regular performance of
         his duties and responsibilities under this Agreement.



                                       2
   5


         3.04 OFFICE. Throughout the Period of Full Time Employment, Bayman's
         office shall be located at the corporate offices of the Company, and
         Bayman shall not be required to locate his office elsewhere without his
         prior written consent, nor shall he be required to be absent therefrom
         on travel status or otherwise more than a total of sixty (60) days in
         any calendar year nor more than fifteen (15) consecutive days at any
         one time. Upon the commencement of the Period of Transition, Bayman's
         office shall be relocated to an appropriate office which shall be
         mutually acceptable to Bayman and his successor as Chairman and Chief
         Executive Officer.

         3.05 PERIOD OF TRANSITION. Throughout the Period of Transition, Bayman:

                  (a) shall serve in an advisory capacity to the Chairman and
         Chief Executive Officer and shall perform such tasks as shall be
         reasonably requested of him from time to time by the Chairman and Chief
         Executive Officer;

                  (b) shall make himself available to serve as a nominee for
         election by the shareholders as a Director of the Company if so
         requested by the Compensation Committee and, if he is elected and does
         so serve, shall receive no additional compensation for his services as
         Director; and

                  (c) shall devote no more than five (5) days per month during
         normal business hours to the business affairs of the Company as
         requested from time to time by the Chairman and Chief Executive
         Officer, except for illness or incapacity, but nothing in this
         Agreement shall preclude Bayman from serving as a director or member of
         an advisory committee of any organization involving no conflict of
         interest with the interests of the Company, from engaging in charitable
         and community activities, and from managing his personal affairs,
         provided that such activities do not materially interfere with the
         regular performance of his duties and responsibilities under this
         Agreement.

4.       Compensation and Perquisites
         ----------------------------

         4.01     COMPENSATION.

                  (a) For all services rendered by Bayman in any capacity during
                  the Period of Full Time Employment, including, without
                  limitation, services as an executive officer, director or
                  member of any committee of the Company or of any subsidiary,
                  division or affiliate thereof, Bayman shall be entitled as
                  compensation to the following:

                        (i)         A base salary, payable not less often than
                                    monthly, at the rate of $50,000 per month,
                                    with such increases in such rate as may be
                                    awarded from time to time by the Board of
                                    Directors of the Company or the Compensation
                                    Committee, as applicable; and



                                       3
   6


                       (ii)         Participation in the Company's 2000 Annual
                                    Incentive Plan (the "Annual Incentive Plan")
                                    in accordance with the provisions of such
                                    plan as in effect as of the date of this
                                    Agreement and as may be amended from time to
                                    time, conditioned upon and subject to
                                    Bayman's prior written consent to any such
                                    amendment as shall apply to him.

                  (b) For all services rendered by Bayman in any capacity during
                  the Period of Transition, Bayman shall be paid as compensation
                  a base salary, payable not less often than monthly, at a rate
                  of $110,000 per year, with such increases in such rate as may
                  be awarded from time to time by the Chief Executive Officer of
                  the Company.

                  (c) Any increase in salary, incentive compensation or other
                  form of compensation shall in no way diminish any other
                  obligation of the Company under this Agreement, unless
                  specifically agreed to in writing by Bayman.

         4.02 PERQUISITES. During the Period of Employment, Bayman shall be
         entitled to perquisites, including without limitation, an office,
         secretarial staff and clerical staff, and to fringe benefits comparable
         to those enjoyed by the elected executive officers of the Company, as
         well as to reimbursement, upon proper accounting, of reasonable
         business expenses and disbursements incurred by him in the course of
         his duties.

5.       Employee Benefit Plans
         ----------------------

         5.01 BENEFIT PLANS. Bayman, his dependents, beneficiaries and estate
         shall be entitled to all payments and benefits and service credit for
         benefits during the Period of Employment to which executive officers of
         the Company, their dependents and beneficiaries are entitled as the
         result of the employment of such executive officers during the Period
         of Employment under the terms of employee plans and practices of the
         Company, including, without limitation, the Company's Retirement Plan,
         its Benefit Equalization Plan, its group life insurance plan, its
         accidental death and dismemberment insurance, its disability, medical
         and health and welfare plans, any key person individual life and
         disability policies, automobile expense reimbursement, club membership
         fees and dues, and other present or equivalent successor plans and
         practices of the Company, its subsidiaries and divisions, for which
         other executive officers, their dependents and beneficiaries are
         eligible except for the Supplemental Executive Retirement Plan, and to
         all payments or other benefits under any such plan or practice after
         the Period of Employment as a result of participation in such plan or
         practice during the Period of Employment.

         5.02 STOCK PLANS. Bayman shall be eligible to participate in the
         Company's 1991 Stock Option Plan and 2000 Stock Incentive Plan (which,
         together with any successor stock option plan or plans as may be in
         effect from time to time, are referred to herein as the "Option Plan");
         provided, however, that the grant of any stock options ("Options")
         under any Option Plan shall be at the sole discretion of the
         Compensation Committee of the



                                       4
   7


         Board of Directors of the Company. The Company has granted Bayman stock
         options at an option price equal to the fair market value of the
         Company's Common Shares at the date of grant. The terms and conditions
         of exercise of Options shall be as is set forth in Bayman's Stock
         Option Agreements (the "Option Agreements") with the Company; provided,
         however, that in the event of a Change in Control as defined in Section
         15.02 hereof, then notwithstanding the provisions of said Option
         Agreements, all options (including those granted to him under the 1982
         Incentive Stock Option Plan, the 1991 Stock Option Plan and the 2000
         Stock Incentive Plan) shall immediately be 100% vested and Bayman shall
         have the immediate right of exercise with respect to all Options and
         the underlying Common Shares covered by said Option Agreements. In the
         event that Bayman is discharged or resigns his employment during the
         one (1) year period following a Change in Control as defined in Section
         15.02 hereof, Bayman shall have the period of one (1) year after the
         date of such termination or resignation (or such longer period as may
         be specified in the Option Agreement) or the remainder of the term of
         such Options, whichever is shorter, to exercise his Options, and any
         such exercise shall be irrevocable. Bayman shall also be entitled to
         participate in the Company's 1999 Restricted Stock Plan.

6.       Effect of Death or Disability
         -----------------------------

         6.01 DEATH. In the event of the death of Bayman during the Period of
         Employment, the Period of Employment shall be deemed to have ended as
         of the close of business on the last day of the month in which death
         shall have occurred, and his legal representative shall be entitled to
         (i) the compensation provided for in Section 4.01(a)(i) or Section
         4.01(b) hereof, whichever is applicable, for the month in which death
         shall take place at the rate being paid at the time of death, (ii) an
         incentive cash bonus amount equal to his earned incentive cash bonus
         under the Annual Incentive Plan (or, if applicable, any predecessor
         annual incentive plan or arrangement) for the immediately preceding
         fiscal year, pro rated through the last date of the Period of
         Employment, and (iii) any benefits provided pursuant to Section 5.01
         hereof which are payable pursuant to the terms of the applicable plan
         or practice.

         6.02     Disability.
                  ----------

                  (a) The term "Disability," as used in this Agreement, shall
                  mean an illness or accident which prevents Bayman from
                  performing his duties under this Agreement for a period of six
                  (6) consecutive months. The Period of Employment shall be
                  deemed to have ended as of the close of business on the last
                  day of such six (6) month period but without prejudice to any
                  payments due Bayman during such six (6) month period or
                  pursuant to any disability plan or disability insurance
                  policy.

                  (b) In the event of the Disability of Bayman during the Period
                  of Employment, Bayman shall be entitled to (i) the
                  compensation provided for in Section 4.01(a)(i) or Section
                  4.01(b) hereof, whichever is applicable, at the rate being
                  paid at the time of the commencement of Disability, for the
                  period of such



                                       5
   8


                  Disability but not in excess of six (6) months, (ii) an
                  incentive cash bonus equal to his earned incentive cash bonus
                  under the Annual Incentive Plan (or, if applicable, any
                  predecessor annual incentive plan or arrangement) for the
                  immediately preceding fiscal year, pro rated through the last
                  date of the Period of Employment, and (iii) any benefits
                  provided pursuant to Section 5.01 hereof which are payable
                  pursuant to the terms of the applicable plan or practice,
                  except that Bayman shall not be subject to the payment cap
                  provided for by the Company's short-term disability plan.

                  (c) The amount of any payments due under this Section 6.02
                  shall be reduced by any payments which Bayman may be paid for
                  the same period under any disability plan of the Company or of
                  any subsidiary or affiliate thereof.

7.       Termination
         -----------

         7.01 GENERAL. The Company may terminate Bayman's employment with or
         without Cause, and Bayman may voluntarily terminate his employment, at
         any time during the Period of Employment, subject to the provisions of
         this Section 7.

         7.02 CHANGE IN CONTROL. If, during the one (1) year period following a
         Change in Control of the Company as defined in Section 15.02 hereof,
         Bayman is discharged or voluntarily resigns his employment, there shall
         be paid or provided to Bayman, his dependents, beneficiaries and
         estate, as liquidated damages or severance pay, or both, the following:

                  (a)       (i)     The compensation provided for in Section
                                    4.01(a)(i) or Section 4.01(b) hereof,
                                    whichever is applicable, for the month in
                                    which termination shall have occurred at the
                                    rate being paid at the time of termination;
                                    plus

                           (ii)     An incentive cash bonus calculated based
                                    upon his earned incentive cash bonus under
                                    the Annual Incentive Plan for the
                                    immediately preceding fiscal year, pro rated
                                    for the then current fiscal year through his
                                    date of termination; plus

                          (iii)     An amount equal to the product of thirty-six
                                    (36) times his monthly base salary at the
                                    rate being paid at the time of termination;
                                    plus

                           (iv)     An amount equal to his earned incentive cash
                                    bonus under the Annual Incentive Plan (or,
                                    if applicable, any predecessor annual
                                    incentive plan or arrangement) for the three
                                    (3) previously completed fiscal years.

                  Such amounts shall be paid to Bayman in one payment
                  immediately upon his termination of employment.



                                       6
   9


                  (b) For the three (3) year period following the date of his
                  termination of employment, Bayman, his dependents,
                  beneficiaries and estate, shall continue to be entitled to all
                  benefits provided pursuant to Section 5.01 hereof which are
                  payable pursuant to the terms of the applicable plan or
                  practice, and service credit for benefits under all employee
                  benefit plans of the Company, including, without limitation,
                  the Company's Retirement Plan and Benefit Equalization Plan
                  referred to in Section 5.01 hereof, upon the same basis as
                  immediately prior to termination and, to the extent that such
                  benefits or service credit for benefits shall not be payable
                  or provided under any such plans to Bayman, his dependents,
                  beneficiaries and estate, by reason of his no longer being an
                  employee of the Company as the result of termination, or any
                  such plan, program or arrangement is discontinued or the
                  benefits thereunder are materially reduced, the Company shall
                  provide Bayman, his dependents, beneficiaries and estate, as
                  appropriate, a benefit or payment which places Bayman, his
                  dependents, beneficiaries and estate in at least as good of an
                  economic position (taking into account the favorable economic,
                  tax and legal characteristics customary for such plans,
                  policies or arrangements) as if the benefit to which such
                  persons were entitled to receive under such plans, programs
                  and arrangements immediately prior to termination had been
                  paid.

                  Any termination of Bayman's employment which either is (x) a
         termination by the Company other than for Cause or (y) a voluntary
         resignation by Bayman after the occurrence of an event which would
         constitute Good Reason under Section 15.03 hereof, which termination or
         resignation occurs within the period commencing on the commencement
         date of a tender offer for the Company's Common Shares, the execution
         of a letter of intent or the execution of a definitive agreement which,
         in each case, could reasonably be expected to lead to a Change in
         Control as defined in Section 15.02 hereof, and ending on either (A)
         the date of the Change in Control resulting from such tender offer or
         the consummation of the transaction contemplated by such letter of
         intent or such definitive agreement, as the case may be, or (B) the
         date as of which the Board of Directors determines in good faith that
         such tender offer has been withdrawn or has reached a final conclusion
         not resulting in a Change in Control or the transaction contemplated by
         such letter of intent or such definitive agreement is not to be
         consummated or if consummated, will not lead to a Change in Control, as
         the case may be, shall be deemed to be a termination under this Section
         7.02.

                  An election by Bayman to terminate his employment under the
         provisions of this Section 7.02 shall not be deemed a voluntary
         termination of employment by Bayman under Section 7.03 hereof. Further,
         an election by Bayman to terminate his employment under the provisions
         of subsection (y) of this Section 7.02 shall not be deemed to be a
         voluntary termination of employment for a Good Reason under Section
         7.04 hereof.

         7.03 FOR CAUSE OR VOLUNTARY TERMINATION WITHOUT A GOOD REASON. For the
         purpose of any provision of this Agreement, the termination of Bayman's
         employment shall be deemed to have been for Cause only if:


                                       7
   10



                  (a) termination of his employment shall have been the result
                  of Bayman's conviction of any of the following offenses,
                  provided that such offense results in material economic harm
                  to the Company or has a materially adverse effect on the
                  Company's operations, property or business relationships: (i)
                  misappropriation of money or other property of the Company or
                  (ii) any felony;

                  (b) there has been a breach by Bayman during the Period of
                  Employment of the provisions of Section 3.03 hereof relating
                  to devotion of full time to the affairs of the Company or any
                  provision of Section 8 hereof, and such breach results in
                  demonstrable significant injury to the Company, and with
                  respect to any alleged breach of Section 3.03 hereof, Bayman
                  shall have failed to remedy such breach within thirty (30)
                  days after his receipt of written notice from the Company; or

                  (c) there has been a substantial and continued failure or
                  refusal to perform under this Agreement which Bayman shall
                  have failed to remedy within thirty (30) days after his
                  receipt of written notice from the Company.

                  If Bayman's employment is terminated by the Company for Cause,
         or if Bayman shall voluntarily terminate his employment with the
         Company without a Good Reason as defined in Section 15.03 hereof,
         Bayman shall be entitled to the compensation provided for in Section
         4.01(a)(i) or Section 4.01(b) hereof, whichever is applicable, through
         the date of such termination. Bayman shall not be entitled to any
         additional compensation or benefits (except for any vested benefits),
         and shall continue to be bound by the provisions of Section 8 hereof.

         7.04 WITHOUT CAUSE OR VOLUNTARY TERMINATION FOR A GOOD REASON. Subject
         to compliance by Bayman with the provisions of Section 8 hereof, if the
         Company shall terminate Bayman's employment without Cause or if Bayman
         shall voluntarily terminate his employment for a Good Reason as defined
         in Section 15.03 hereof, there shall be paid or provided to Bayman, his
         dependents, beneficiaries and estate, as liquidated damages or
         severance pay, or both, (i) the compensation provided for in Section
         4.01(a)(i) or Section 4.01(b) hereof, whichever is applicable, for the
         month in which termination shall have occurred at the rate being paid
         at the time of such termination; (ii) an incentive cash bonus
         calculated based upon his earned incentive cash bonus under the Annual
         Incentive Plan for the immediately preceding fiscal year, pro rated for
         the then current fiscal year through his date of termination; and (iii)
         the amount (the "Payment Amount") per month equal to 1/24th of (A)
         twenty-four (24) times his monthly base salary at the rate being paid
         at the time of termination PLUS (B) an amount equal to his earned
         incentive cash bonus under the Annual Incentive Plan (or, if
         applicable, any predecessor annual incentive plan or arrangement) for
         the two (2) previously completed fiscal years. Such Payment Amount
         shall be paid to Bayman or, in case of his prior death, to his legal
         representative or estate, in monthly installments at the end of each
         month commencing with the month next following that in which such
         termination shall have occurred, and continuing for a period of
         twenty-four (24) months. Bayman, his dependents, beneficiaries and
         estate shall also receive, for the twenty-four (24) month period



                                       8
   11


         following such termination, all benefits provided pursuant to Section
         5.01 hereof which are payable pursuant to the terms of the applicable
         plan or practice, and service credit for benefits under all employee
         benefit plans of the Company, including, without limitation, the
         Company's Retirement Plan and Benefit Equalization Plan referred to in
         Section 5.01 hereof, upon the same basis as immediately prior to
         termination and, to the extent that such benefits or service credit for
         benefits shall not be payable or provided under any such plans to
         Bayman, his dependents, beneficiaries and estate, by reason of his no
         longer being an employee of the Company as the result of termination,
         or any such plan, program or arrangement is discontinued or the
         benefits thereunder are materially reduced, the Company shall provide
         Bayman, his dependents, beneficiaries and estate, as appropriate, a
         benefit or payment which places Bayman, his dependents, beneficiaries
         and estate in at least as good of an economic position (taking into
         account the favorable economic, tax and legal characteristics customary
         for such plans, policies or arrangements) as if the benefit to which
         such persons were entitled to receive under such plans, programs and
         arrangements immediately prior to termination had been paid. In the
         event the Company fails to make such payments when due, then the
         remaining payments shall become due and payable immediately. Bayman
         shall be under no obligation to seek other employment, but without
         otherwise limiting the purposes or effect of this Section 7.04, any
         amounts payable to Bayman pursuant to Section 7.04(iii) hereof shall be
         reduced by any amounts which Bayman actually receives from another
         employer during the twenty-four (24) month period following the date of
         his termination without Cause, and any benefits payable to Bayman or
         his dependents pursuant to this Section 7.04 by reason of any "welfare
         benefit plan" of the Company (as the term "welfare benefit plan" is
         defined in Section 3(1) of the Employee Retirement Income Security Act
         of 1974, as amended) or perquisites shall be reduced to the extent
         comparable benefits or perquisites (or the cash equivalent thereof) are
         actually received by Bayman or his dependents from another employer
         during such period. Notwithstanding any provision in this Section 7.04
         to the contrary, all obligations of the Company and Bayman's right to
         any payment or benefit under this Section 7.04 shall cease upon
         Bayman's breach of any provision of Section 8 hereof.

         7.05 ARBITRATION. In the event that Bayman's employment shall be
         terminated by the Company during the Period of Employment or the
         Company shall withhold payments or provision of benefits because Bayman
         is alleged to be engaged in activities prohibited by Section 8 hereof
         or for any other reason, Bayman shall have the right, in addition to
         all other rights and remedies provided by law, at his election either
         to seek arbitration in the metropolitan area of Cleveland, Ohio, under
         the Commercial Arbitration Rules of the American Arbitration
         Association by serving a notice to arbitrate upon the Company or to
         institute a judicial proceeding, in either case within one hundred and
         twenty (120) days after having received notice of termination of his
         employment.

8.       Non-Competition, Confidential Information and Non-Interference
         --------------------------------------------------------------

         8.01 NON-COMPETITION. During the Period of Employment and the two (2)
         year period following the termination of his employment (except in the
         case of a voluntary or involuntary termination of employment within one
         (1) year after a Change in Control),


                                       9
   12


         Bayman shall not become an officer, director, joint venturer, employee,
         consultant or five percent (5%) shareholder (directly or indirectly),
         or promote or assist (financially or otherwise), any entity which
         competes with any business in which the Company or any of its
         affiliates are engaged as of the date of such termination of
         employment. Bayman understands that the foregoing restrictions may
         limit his ability to engage in certain business pursuits during the
         period provided for herein, but acknowledges that he will receive
         sufficiently higher remuneration and other benefits from the Company
         hereunder than he would otherwise receive to justify such restriction.
         Bayman acknowledges that he understands the effect of the provisions of
         this Section 8(a), and that he has had reasonable time to consider the
         effect of these provisions, and that he was encouraged to and had an
         opportunity to consult an attorney with respect to these provisions.

         8.02 CONFIDENTIAL INFORMATION. Except for information which is already
         in the public domain, or which is publicly disclosed by persons other
         than Bayman, or which is required by law or court order to be
         disclosed, or information given to Bayman by a third party not bound by
         any obligation of confidentiality, Bayman shall at all times during and
         after his employment with the Company hold in strictest confidence any
         and all confidential information within his knowledge and which is
         material to the business of the Company (whether acquired prior to or
         during his employment with the Company) concerning the inventions,
         products, processes, methods of distribution, customers, services,
         business, suppliers or trade secrets of the Company, except that Bayman
         may, in connection with the performance of his duties to the Company,
         divulge confidential information to the directors, officers, employees
         and shareholders of the Company and to the advisors, accountants,
         attorneys or lenders of the Company or such other individuals as deemed
         prudent in the course of business to carry out the responsibilities and
         duties of his position, or as required by law. Such confidential
         information includes, without limitation, financial information, sales
         information, price lists, marketing data, the identity and lists of
         actual and potential customers and technical information, all to the
         extent that such information is not intended by the Company for public
         dissemination.

                  Bayman also agrees that upon leaving the Company's employ he
         will not take with him, without the prior written consent of an officer
         authorized to act in the matter by the Board of Directors of the
         Company, any Company document, contract, internal financial or
         management reports, customers list, product list, price list, catalog,
         employee list, procedures, software, MIS data, drawing, blueprint,
         specification or other document of the Company, its subsidiaries,
         affiliates and divisions, which is of a confidential nature relating to
         the Company, its subsidiaries, affiliates and divisions, or, without
         limitation, relating to its or their methods of purchase or
         distribution, or any description of any trade secret, formulae or
         secret processes.

         8.03. NONINTERFERENCE. Bayman shall not, at any time during the Period
         of Employment or within the two (2) year period after his employment is
         terminated with the Company (except in the case of a voluntary or
         involuntary termination of employment within one (1) year after a
         Change in Control), without the prior written consent of the Company,
         directly or indirectly, induce or attempt to induce any employee, agent
         or other representative or associate of the Company to terminate his or
         her employment,



                                       10
   13


         representation or other relationship with the Company, or in any way
         directly or indirectly interfere with any relationship between the
         Company and its suppliers or customers.

         8.04. REMEDY. Bayman acknowledges that Sections 8.01, 8.02 and 8.03
         hereof were negotiated at arms length and are required for the fair and
         reasonable protection of the Company. Nevertheless, if any aspect of
         these restrictions is found to be unreasonable or otherwise
         unenforceable by a court of competent jurisdiction, the Company and
         Bayman intend for such restrictions to be modified by such court so as
         to be reasonable and enforceable and, as so modified by the court, to
         be fully enforced. Bayman and the Company further acknowledge and agree
         that a breach of those obligations and agreements will result in
         irreparable and continuing damage to the Company for which there will
         be no adequate remedy at law and, therefore, Bayman and the Company
         agree that in the event of any breach of said obligations and
         agreements the Company, and its successors and assigns, shall be
         entitled to injunctive relief and such other and further relief,
         including monetary damages, as is proper in the circumstances. It is
         further agreed that the running of the periods provided in Sections
         8.01 and 8.03 hereof shall be tolled during any period which Bayman
         shall be adjudged to have been in violation of any of his obligations
         under such Sections.

9.       Withholding
         -----------

                  Anything to the contrary notwithstanding, all payments
         required to be made by the Company hereunder to Bayman or his estate or
         beneficiaries, shall be subject to the withholding of such amounts, if
         any, relating to tax and other payroll deductions as the Company may
         reasonably determine it should withhold pursuant to any applicable law
         or regulation. In lieu of withholding such amounts, the Company may
         accept other provisions to the end that it has sufficient funds to pay
         all taxes required by law to be withheld in respect of such payments or
         any of them.

10.      Notices
         -------

                  All notices, requests, demands and other communications
         provided for by this Agreement shall be in writing and shall be
         sufficiently given if and when mailed in the continental United States
         by registered or certified mail or personally delivered to the party
         entitled thereto at the address stated herein or to such changed
         address as the addressee may have given by a similar notice:

                  To the Company:     Pioneer-Standard Electronics, Inc.
                                      6065 Parkland Boulevard
                                      Mayfield Heights, Ohio 44124
                                      Attention: Secretary or
                                                 Assistant Secretary



                                       11
   14


                  To Bayman:          James L. Bayman
                                      1760 County Line Road
                                      Gates Mills, OH 44040

11.      General Provisions
         ------------------

         11.01 NO SET-OFF OR COUNTER CLAIM. There shall be no right of set-off
         or counter claim, in respect of any claim, debt or obligation, against
         payments to Bayman, his dependents, beneficiaries or estate provided
         for in this Agreement.

         11.02 BENEFICIARY. No right or interest to or in any payments shall be
         assignable by Bayman; provided, however, that this provision shall not
         preclude him from designating one or more beneficiaries to receive any
         amount that may be payable after his death and shall not preclude the
         legal representative of his estate from assigning any right hereunder
         to the person or persons entitled thereto under his will or, in the
         case of intestacy, to the person or persons entitled thereto under the
         laws of intestacy applicable to his estate. The term "beneficiaries" as
         used in this Agreement shall mean a beneficiary or beneficiaries so
         designated to receive any such amount or, if no beneficiary has been so
         designated, the legal representative of Bayman's estate.

         11.03 ASSIGNMENT. No right, benefit or interest hereunder, shall be
         subject to anticipation, alienation, sale, assignment, encumbrance,
         charge, pledge, hypothecation, or set-off in respect of any claim, debt
         or obligation, or to execution, attachment, levy or similar process, or
         assignment by operation of law. Any attempt, voluntary or involuntary,
         to effect any action specified in the immediately preceding sentence
         shall, to the full extent permitted by law, be null, void and of no
         effect.

         11.04 LEGAL REPRESENTATIVE. In the event of Bayman's death or a
         judicial determination of his incompetence, reference in this Agreement
         to Bayman shall be deemed, where appropriate, to refer to his legal
         representative or, where appropriate, to his beneficiary or
         beneficiaries.

         11.05 HEADINGS. The titles to sections in this Agreement are intended
         solely for convenience and no provision of this Agreement is to be
         construed by reference to the title of any section.

         11.06 BINDING EFFECT. This Agreement shall be binding upon and shall
         inure to the benefit of (a) Bayman and, subject to the provisions of
         Sections 11.02 and 11.03 hereof, his heirs and legal representatives,
         and (b) the Company and its successors as provided in Section 14
         hereof.

         11.07 EXCISE TAX GROSS UP. Bayman shall be entitled to a cash payment
         (the "Excise Tax Gross-Up Payment") equal to the amount of excise taxes
         which Bayman is required to pay pursuant to Section 4999 of the
         Internal Revenue Code of 1986, as amended ("Code"), as a result of any
         parachute payments as defined in Section 280G(b)(2)made by or on behalf
         of the Company or any successor thereto, under this Agreement or



                                       12
   15


         otherwise, resulting in an "excess parachute payment" as defined in
         Section 280G(b)(1) of the Code. In addition to the foregoing, the
         Excise Tax Gross-Up Payment due to Bayman under this Section 11.07
         shall be increased by the aggregate of the amount of federal, state and
         local income and excise taxes for which Bayman will be liable on
         account of the Excise Tax Gross-Up Payment to be made under this
         Section 11.07, such that Bayman will receive the Excise Tax Gross-Up
         Payment net of all income and excise taxes imposed on Bayman on account
         of the receipt of the Excise Tax Gross-Up Payment. The computation of
         the Excise Tax Gross-Up Payment shall be determined, at the expense of
         the Company, by an independent accounting, actuarial or consulting firm
         selected by the Company. Such Excise Tax Gross-Up Payment shall be made
         at such time as the Company shall determine, in its sole discretion,
         but in no event later than the date five (5) business days before the
         due date, without regard to any extension, for filing Bayman's federal
         income tax return for the calendar year for which it is determined that
         excise taxes are payable under Section 4999 of the Code.
         Notwithstanding the foregoing, there shall be no duplication of
         payments by the Company under this Section 11.07 in respect of excise
         taxes under Section 4999 of the Code to the extent the Company is
         making payments in respect of such excise taxes under any other
         arrangement with Bayman. In the event that Bayman is ultimately
         assessed with excise taxes under Section 4999 of the Code which exceed
         the amount of excise taxes used in computing Bayman's payment under
         this Section 11.07, the Company or its successor shall indemnify Bayman
         for such additional excise taxes plus any additional excise taxes,
         income taxes, interest and penalties resulting from the additional
         excise taxes and the indemnity hereunder.

12.      Amendment or Modification; Waiver
         ---------------------------------

                  No provision of this Agreement may be amended or waived unless
         such amendment or waiver is authorized by the Board of Directors of the
         Company or the Compensation Committee thereof and is agreed to in
         writing, signed by Bayman and by an officer of the Company thereunto
         duly authorized by either the Board of Directors or the Compensation
         Committee. Except as otherwise specifically provided in this Agreement,
         no waiver by either party hereto of any breach by the other party
         hereto of any condition or provision of this Agreement to be performed
         by such other party shall be deemed a waiver of a subsequent breach of
         such condition or provision or a waiver of a similar or dissimilar
         provision or condition at the same or at any prior or subsequent time.

13.      Severability
         ------------

                  In the event that any provision or portion of this Agreement
         shall be determined to be invalid or unenforceable for any reason, the
         remaining provisions and portions of this Agreement shall be unaffected
         thereby and shall remain in full force and effect to the fullest extent
         permitted by law.

14.      Successors to the Company
         -------------------------

                  Except as otherwise provided herein, this Agreement shall be
         binding upon and inure to the benefit of the Company and any successor
         of the Company, including,



                                       13
   16


         without limitation, any corporation which acquires directly or
         indirectly all or substantially all of the assets or capital stock of
         the Company whether by merger, consolidation, sale or otherwise (and
         such successor shall thereafter be deemed the Company for the purposes
         of this Agreement), but shall not otherwise be assignable by the
         Company.

15.      Operation of Agreement
         ----------------------

         15.01 EFFECTIVE DATE. This Agreement is effective April 1, 2000, and
         shall supersede any prior employment arrangement or agreement,
         including the 1999 Agreement, which shall be deemed to be terminated
         and null and void.

         15.02 CHANGE IN CONTROL. For the purpose of this Agreement, the term
         "Change in Control" of the Company shall mean a change in control of a
         nature that would be required to be reported in response to Item 6(e)
         of Schedule 14A of Regulation 14A promulgated under the Securities
         Exchange Act of 1934 as in effect on the date of this Agreement;
         provided that, without limitation, such a change in control shall be
         deemed to have occurred if and when (a) any "person" (as such term is
         used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of
         1934), excluding The Pioneer Stock Benefit Trust, any employee benefit
         plan of the Company, any trust established under any employee benefit
         plan of the Company, or any trustee of any trust established under any
         employee benefit plan of the Company, is or becomes a beneficial owner,
         directly or indirectly, of securities of the Company representing
         twenty percent (20%) or more of the combined voting power of the
         Company's then outstanding securities, or (b) during any period of
         twelve (12) consecutive months, commencing before or after the date of
         this Agreement, individuals who, at the beginning of such twelve (12)
         month period were directors of the Company for whom Bayman, as a
         shareholder, shall have voted, cease for any reason to constitute at
         least a majority of the Board of Directors of the Company.

         15.03 GOOD REASON. For the purpose of this Agreement, "Good Reason"
         shall mean the occurrence of: (a) any reduction during the period of
         Full Time Employment in Bayman's position, authority or title; (b) any
         material reduction during the period of Full Time Employment in
         Bayman's responsibilities or duties for the Company; (c) any material
         adverse change or reduction in the aggregate perquisites, benefits and
         payments to which Bayman is entitled pursuant to Sections 4.02 and 5.01
         hereof; (d) any change in Bayman's reporting relationship; (e) any
         relocation of Bayman's principal place of work with the Company to a
         location that exceeds by fifty (50) miles the distance from the
         location of his residence at the time of such relocation of Bayman's
         principal place of work with the Company to 6065 Parkland Boulevard,
         Mayfield Heights, Ohio; or (f) the material breach or material default
         by the Company of any of its agreements or obligations under any
         provision of this Agreement, unless such breach or default is
         substantially cured within a reasonable period of time (hereby defined
         as thirty (30) days) after written notice advising the Company of the
         acts or omissions constituting such breach or default is actually
         received by the Company. As used in Section 15.03(c), an "adverse
         change or material reduction" in the aggregate perquisites, benefits
         and payments to which Bayman is entitled pursuant to Sections 4.02 and
         5.01 shall be



                                       14
   17


         deemed to result from any reduction or any series of reductions which,
         in the aggregate, exceeds five percent (5%) of the value of such
         perquisites, benefits and payments determined as of the date of this
         Agreement. If Bayman claims the existence of a Good Reason, he shall
         give written notice to the Company of the event constituting Good
         Reason not later than ninety (90) days following the later to occur of
         the occurrence of the event (e.g., the actual reduction in
         compensation, the scheduled date of relocation or the date of the
         breach) constituting Good Reason or his actual knowledge thereof. If
         the event which Bayman claims to be a Good Reason is not cured within
         thirty (30) days following the date of such notice, Bayman must resign
         within ten (10) days following the thirty (30) day cure period in order
         to invoke his right to resign for Good Reason. If no such timely
         resignation occurs or no such timely written notices are given,
         Bayman's right to resign for Good Reason with respect to such event
         shall be permanently waived.

16.      Enforcement Costs
         -----------------

                  The Company is aware that upon the occurrence of a Change in
         Control the Board of Directors or a shareholder of the Company may then
         cause or attempt to cause the Company to refuse to comply with its
         obligations under this Agreement, or may cause or attempt to cause the
         Company to institute, or may institute, litigation seeking to have this
         Agreement declared unenforceable, or may take, or attempt to take,
         other action to deny Bayman the benefits intended under this Agreement.
         In these circumstances, the purpose of this Agreement could be
         frustrated. It is the intent of the Company that Bayman not be required
         to incur the expenses associated with the enforcement of his rights
         under this Agreement by litigation or other legal action because the
         cost and expense thereof would substantially detract from the benefits
         intended to be extended to Bayman hereunder, nor be bound to negotiate
         any settlement of his rights hereunder under threat of incurring such
         expenses. Accordingly, if following a Change in Control it should
         appear to Bayman that the Company has failed to comply with any of its
         obligations under this Agreement or in the event that the Company or
         any other person takes any action to declare this Agreement void or
         unenforceable, or institutes any litigation or other legal action
         designed to deny, diminish or to recover from, Bayman, the benefits
         intended to be provided to Bayman hereunder, and that Bayman has
         complied with all of his obligations under this Agreement, the Company
         irrevocably authorizes Bayman from time to time to retain counsel of
         his choice at the expense of the Company as provided in this Section
         16, to represent Bayman in connection with the initiation or defense of
         any litigation or other legal action, whether by or against the Company
         or any Director, officer, shareholder or other person affiliated with
         the Company, in any jurisdiction. Notwithstanding any existing or prior
         attorney-client relationship between the Company and such counsel, the
         Company irrevocably consents to Bayman entering into an attorney-client
         relationship with such counsel, and in that connection the Company and
         Bayman agree that a confidential relationship shall exist between
         Bayman and such counsel. The reasonable fees and expenses of counsel
         selected from time to time by Bayman as herein provided shall be paid
         or reimbursed to Bayman by the Company on a regular, periodic basis
         upon presentation by Bayman of a statement or statements prepared by
         such counsel in accordance with its customary practices, up to a
         maximum aggregate amount of $500,000.



                                       15
   18


                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.


ATTEST:                             PIONEER-STANDARD ELECTRONICS, INC.


/s/ Nancy E. Hoyt                   By  /s/ Victor Gelb
- -----------------------------         ------------------------------------------
                                      Victor Gelb, Chairman of the Compensation
                                      Committee

ATTEST:

/s/ Nancy E. Hoyt                     /s/ James L. Bayman
- ----------------------------          ------------------------------------------
                                      James L. Bayman



                                       16

EX-10.2

   1
                                                                  Exhibit 10.2

                                                                  EXECUTION COPY

















                              EMPLOYMENT AGREEMENT

                                     BETWEEN

                       PIONEER-STANDARD ELECTRONICS, INC.

                                       AND

                                  ARTHUR RHEIN

                                                                  April 26, 2000
   2




                                TABLE OF CONTENTS



                                                                                                               Page

                                                                                                            
Employment........................................................................................................1

Period of Employment..............................................................................................1

Position, Duties, Responsibilities................................................................................2

Compensation, Compensation Plans,  Perquisites....................................................................2

Employee Benefit Plans............................................................................................3

Effect of Death or Disability.....................................................................................4

Termination.......................................................................................................5

         General..................................................................................................5

         Change in Control........................................................................................5

         For Cause or Voluntary Termination Without a Good Reason.................................................7

         Without Cause or Voluntary Termination for a Good Reason.................................................7

         Arbitration..............................................................................................8

Non-Competition, Confidential Information and Non-Interference....................................................8

Withholding......................................................................................................10

Notices..........................................................................................................10

General Provisions...............................................................................................11

Amendment or Modification; Waiver................................................................................12

Severability.....................................................................................................12

Successors to the Company........................................................................................13

Operation of Agreement...........................................................................................13

Enforcement Costs................................................................................................14






   3



                              EMPLOYMENT AGREEMENT

         EMPLOYMENT AGREEMENT between PIONEER-STANDARD ELECTRONICS, INC., an
Ohio corporation (the "Company"), and ARTHUR RHEIN ("Rhein"), dated April 26,
2000, effective April 1, 2000.

                           W I T N E S S E T H:

         WHEREAS: Rhein has been providing services to the Company as President
and Chief Operating Officer pursuant to an Amended and Restated Employment
Agreement dated April 27, 1999, effective April 1, 1999, between Rhein and the
Company (the "1999 Agreement");

         WHEREAS: The Company and Rhein desire to replace the 1999 Agreement
with a new Employment Agreement in order to reflect certain modifications to the
terms and conditions of Rhein's employment as President and Chief Operating
Officer;

         WHEREAS: A new Employment Agreement containing such modified terms is
deemed necessary at the present time to meet the need for a continued strong
management without substantial change;

         WHEREAS: Together with other officers of the Company, Rhein has been
responsible for the success of the business of the Company.

         NOW, THEREFORE, it is hereby agreed by and between the Company and
Rhein as follows:

1.       EMPLOYMENT

                  The Company hereby agrees to continue to employ Rhein, and
         Rhein hereby agrees to remain in the employ of the Company, for the
         period set forth in Section 2 hereof (the "Period of Employment"), in
         the position and with the duties and responsibilities set forth in
         Section 3 hereof, and upon the other terms and conditions hereinafter
         stated.

2.       PERIOD OF EMPLOYMENT

                  For purposes of this Agreement, the Period of Employment,
         subject only to the provisions of Section 6 hereof, shall continue for
         a one-year period from the effective date hereof and thereafter on a
         year-to-year basis (i) subject to termination of this Agreement by the
         Company effective as of the next anniversary of the effective date
         hereof following written notice of termination, which notice must be
         given to Rhein no later than February 1 of the Company's then current
         fiscal year, or (ii) until the earlier termination of employment as set
         forth in Section 7 hereof.



                                       1

   4



3.       POSITION, DUTIES, RESPONSIBILITIES

         3.01 PRESIDENT AND CHIEF OPERATING OFFICER. During the Period of
         Employment, Rhein shall serve as President and Chief Operating Officer
         of the Company reporting to the Chief Executive Officer of the Company
         and shall have the responsibility for all of the operations of the
         Company including the authority, power and duties with regard to his
         position as may from time to time be assigned by the Chief Executive
         Officer or the Board of Directors of the Company.

         3.02 BOARD MEMBERSHIP. It is further contemplated that at all times
         during the Period of Employment Rhein shall serve and continue to serve
         as a member of its Board of Directors. In the event that Rhein's
         employment is terminated for any reason as provided in Section 7
         hereof, Rhein agrees that he shall immediately submit his written
         resignation as a member of the Board of Directors of the Company, which
         may choose to either accept or reject such resignation.

         3.03 ATTENTION TO DUTIES. Throughout the Period of Employment, Rhein
         shall devote his full time and undivided attention during normal
         business hours to the business and affairs of the Company, except for
         reasonable vacations afforded the Company's executive officers and
         except for illness or incapacity, but nothing in this Agreement shall
         preclude Rhein from devoting reasonable time required for serving as a
         director or member of an advisory committee of any organization
         involving no conflict of interest with the interests of the Company,
         from engaging in charitable and community activities, and from managing
         his personal affairs, provided that such activities do not materially
         interfere with the regular performance of his duties and
         responsibilities under this Agreement.

         3.04 OFFICE. Throughout the Period of Employment, Rhein's office shall
         be located at the corporate offices of the Company, and Rhein shall not
         be required to locate his office elsewhere without his prior written
         consent, nor shall he be required to be absent therefrom on travel
         status or otherwise more than a total of sixty (60) days in any
         calendar year nor more than fifteen (15) consecutive days at any one
         time.

4.       COMPENSATION, COMPENSATION PLANS, PERQUISITES

         4.01     COMPENSATION.

                  (a) For all services rendered by Rhein in any capacity during
                  the Period of Employment, including, without limitation,
                  services as an executive officer, director or member of any
                  committee of the Company or of any subsidiary, division or
                  affiliate thereof, Rhein shall be entitled as compensation to
                  the following:

                        (i)         A base salary, payable not less often than
                                    monthly, at the rate of $41,666.67 per
                                    month, with such increases in such rate as
                                    may be


                                       2

   5



                                    awarded from time to time by the
                                    Board of Directors of the Company or the
                                    Compensation Committee, as applicable;

                       (ii)         Participation in the Company's 2000 Annual
                                    Incentive Plan (the "Annual Incentive Plan")
                                    in accordance with the provisions of such
                                    plan as in effect as of the date of this
                                    Agreement and as may be amended from time to
                                    time, conditioned upon and subject to
                                    Rhein's prior written consent to any such
                                    amendment as shall apply to him.

                  (b) Any increase in salary, incentive compensation or other
                  form of compensation shall in no way diminish any other
                  obligation of the Company under this Agreement, unless
                  specifically agreed to in writing by Rhein.

         4.02 PERQUISITES. During the Period of Employment, Rhein shall be
         entitled to perquisites, including without limitation, an office,
         secretarial staff and clerical staff, and to fringe benefits comparable
         to those enjoyed by the elected executive officers of the Company, as
         well as to reimbursement, upon proper accounting, of reasonable
         business expenses and disbursements incurred by him in the course of
         his duties.

5.       EMPLOYEE BENEFIT PLANS

         5.01 BENEFIT PLANS. Rhein, his dependents, beneficiaries and estate
         shall be entitled to all payments and benefits and service credit for
         benefits during the Period of Employment to which executive officers of
         the Company, their dependents and beneficiaries are entitled as the
         result of the employment of such executive officers during the Period
         of Employment under the terms of employee plans and practices of the
         Company, including, without limitation, the Company's Retirement Plan,
         its Benefit Equalization Plan, its Supplemental Executive Retirement
         Plan, its group life insurance plan, its accidental death and
         dismemberment insurance, its disability, medical and health and welfare
         plans, any key person individual life and disability policies,
         automobile expense reimbursement, club membership fees and dues, and
         other present or equivalent successor plans and practices of the
         Company, its subsidiaries and divisions, for which other executive
         officers, their dependents and beneficiaries are eligible, and to all
         payments or other benefits under any such plan or practice after the
         Period of Employment as a result of participation in such plan or
         practice during the Period of Employment.

         5.02 STOCK PLANS. Rhein shall be eligible to participate in the
         Company's 1991 Stock Option Plan and 2000 Stock Incentive Plan (which,
         together with any successor stock option plan or plans as may be in
         effect from time to time, are referred to herein as the "Option Plan");
         provided, however, that the grant of any stock options ("Options")
         under any Option Plan shall be at the sole discretion of the
         Compensation Committee of the Board of Directors of the Company. The
         Company has granted Rhein stock options at an option price equal to the
         fair market value of the Company's Common Shares at the date of grant.
         The terms and conditions of exercise of Options shall be as is set
         forth in

                                       3

   6


         Rhein's Stock Option Agreements (the "Option Agreements") with
         the Company; provided, however, that in the event of a Change in
         Control as defined in Section 15.02 hereof, then notwithstanding the
         provisions of said Option Agreements, all options (including those
         granted to him under the 1982 Incentive Stock Option Plan, the 1991
         Stock Option Plan and the 2000 Stock Incentive Plan) shall immediately
         be 100% vested and Rhein shall have the immediate right of exercise
         with respect to all Options and the underlying Common Shares covered by
         said Option Agreements. In the event that Rhein is discharged or
         resigns his employment during the one (1) year period following a
         Change in Control as defined in Section 15.02 hereof, Rhein shall have
         the period of one (1) year after the date of such termination or
         resignation (or such longer period as may be specified in the Option
         Agreement) or the remainder of the term of such Options, whichever is
         shorter, to exercise his Options, and any such exercise shall be
         irrevocable.

6.       EFFECT OF DEATH OR DISABILITY

         6.01 DEATH. In the event of the death of Rhein during the Period of
         Employment, the Period of Employment shall be deemed to have ended as
         of the close of business on the last day of the month in which death
         shall have occurred, and his legal representative shall be entitled to
         (i) the compensation provided for in Section 4.01(a)(i) hereof for the
         month in which death shall take place at the rate being paid at the
         time of death, (ii) an incentive cash bonus amount equal to his earned
         incentive cash bonus under the Annual Incentive Plan (or, if
         applicable, any predecessor annual incentive plan or arrangement) for
         the immediately preceding fiscal year, pro rated through the last date
         of the Period of Employment, and (iii) any benefits provided pursuant
         to Section 5.01 hereof which are payable pursuant to the terms of the
         applicable plan or practice.

         6.02     DISABILITY.

                  (a) The term "Disability," as used in this Agreement, shall
                  mean an illness or accident which prevents Rhein from
                  performing his duties under this Agreement for a period of six
                  (6) consecutive months. The Period of Employment shall be
                  deemed to have ended as of the close of business on the last
                  day of such six (6) month period but without prejudice to any
                  payments due Rhein during such six (6) month period or
                  pursuant to any disability plan or disability insurance
                  policy.

                  (b) In the event of the Disability of Rhein during the Period
                  of Employment, Rhein shall be entitled to (i) the compensation
                  provided for in Section 4.01(a)(i) hereof at the rate being
                  paid at the time of the commencement of Disability, for the
                  period of such Disability but not in excess of six (6) months,
                  (ii) an incentive cash bonus equal to his earned incentive
                  cash bonus under the Annual Incentive Plan (or, if applicable,
                  any predecessor annual incentive plan or arrangement) for the
                  immediately preceding fiscal year, pro rated through the last
                  date of the Period of Employment, and (iii) any benefits
                  provided pursuant to Section 5.01 hereof which are payable
                  pursuant to the terms of the applicable plan or practice,
                  except that Rhein shall not be subject to the payment cap
                  provided for by the Company's short-term disability plan.

                                       4


   7


                  (c) The amount of any payments due under this Section 6.02
                  shall be reduced by any payments which Rhein may be paid for
                  the same period under any disability plan of the Company or of
                  any subsidiary or affiliate thereof.

7.       TERMINATION

         7.01 GENERAL. The Company may terminate Rhein's employment with or
         without Cause, and Rhein may voluntarily terminate his employment, at
         any time during the Period of Employment, subject to the provisions of
         this Section 7. The termination of this Agreement by the Company
         pursuant to Section 2(i) hereof shall be deemed to be a termination of
         employment without Cause as set forth in Section 7.04 hereof. In the
         event that this Agreement is to be terminated pursuant to Section 2(i)
         hereof, upon receipt of the notice of termination Rhein shall have the
         option of either leaving the Company at any time prior to the March 31
         effective date of the termination of this Agreement or continuing his
         employment until such effective date, and in either event Rhein shall
         be entitled to receive all of the payments and benefits as provided in
         Section 7.04 hereof; provided, however, that in the event Rhein elects
         to continue his employment with the Company subsequent to the March 31
         effective date of the termination of this Agreement, for a period of
         three (3) months thereafter Rhein shall have the right to terminate his
         employment with the Company and any such termination shall be deemed to
         be a termination of employment without Cause as set forth above.

         7.02 CHANGE IN CONTROL. If, during the one (1) year period following a
         Change in Control of the Company as defined in Section 15.02 hereof,
         Rhein is discharged or voluntarily resigns his employment, there shall
         be paid or provided to Rhein, his dependents, beneficiaries and estate,
         as liquidated damages or severance pay, or both, the following:

                  (a)      (i)      The compensation provided for in Section
                                    4.01(a)(i) hereof for the month in which
                                    termination shall have occurred at the rate
                                    being paid at the time of termination; plus

                           (ii)     An incentive cash bonus calculated based
                                    upon his earned incentive cash bonus under
                                    the Annual Incentive Plan for the
                                    immediately preceding fiscal year, pro rated
                                    for the then current fiscal year through his
                                    date of termination; plus

                           (iii)    An amount equal to the product of thirty-six
                                    (36) times his monthly base salary at the
                                    rate being paid at the time of termination;
                                    plus

                           (iv)     An amount equal to his earned incentive cash
                                    bonus under the Annual Incentive Plan (or,
                                    if applicable, any predecessor annual
                                    incentive plan or arrangement) for the three
                                    (3) previously completed fiscal years.


                                       5

   8

                  Such amounts shall be paid to Rhein in one payment immediately
                  upon his termination of employment.

                  (b) For the three (3) year period following the date of his
                  termination of employment, Rhein, his dependents,
                  beneficiaries and estate, shall continue to be entitled to all
                  benefits provided pursuant to Section 5.01 hereof which are
                  payable pursuant to the terms of the applicable plan or
                  practice, and service credit for benefits under all employee
                  benefit plans of the Company, including, without limitation,
                  the Company's Retirement Plan, Supplemental Executive
                  Retirement Plan and Benefit Equalization Plan referred to in
                  Section 5.01 hereof, upon the same basis as immediately prior
                  to termination and, to the extent that such benefits or
                  service credit for benefits shall not be payable or provided
                  under any such plans to Rhein, his dependents, beneficiaries
                  and estate, by reason of his no longer being an employee of
                  the Company as the result of termination, or any such plan,
                  program or arrangement is discontinued or the benefits
                  thereunder are materially reduced, the Company shall provide
                  Rhein, his dependents, beneficiaries and estate, as
                  appropriate, a benefit or payment which places Rhein, his
                  dependents, beneficiaries and estate in at least as good of an
                  economic position (taking into account the favorable economic,
                  tax and legal characteristics customary for such plans,
                  policies or arrangements) as if the benefit to which such
                  persons were entitled to receive under such plans, programs
                  and arrangements immediately prior to termination had been
                  paid.

                  Any termination of Rhein's employment which either is (x) a
         termination by the Company other than for Cause or (y) a voluntary
         resignation by Rhein after the occurrence of an event which would
         constitute Good Reason under Section 15.03 hereof, which termination or
         resignation occurs within the period commencing on the commencement
         date of a tender offer for the Company's Common Shares, the execution
         of a letter of intent or the execution of a definitive agreement which,
         in each case, could reasonably be expected to lead to a Change in
         Control as defined in Section 15.02 hereof, and ending on either (A)
         the date of the Change in Control resulting from such tender offer or
         the consummation of the transaction contemplated by such letter of
         intent or such definitive agreement, as the case may be, or (B) the
         date as of which the Board of Directors determines in good faith that
         such tender offer has been withdrawn or has reached a final conclusion
         not resulting in a Change in Control or the transaction contemplated by
         such letter of intent or such definitive agreement is not to be
         consummated or if consummated, will not lead to a Change in Control, as
         the case may be, shall be deemed to be a termination under this Section
         7.02.

                  An election by Rhein to terminate his employment under the
         provisions of this Section 7.02 shall not be deemed a voluntary
         termination of employment by Rhein under Section 7.03 hereof. Further,
         an election by Rhein to terminate his employment under the provisions
         of subsection (y) of this Section 7.02 shall not be deemed to be a
         voluntary termination of employment for a Good Reason under Section
         7.04 hereof.


                                       6

   9



         7.03 FOR CAUSE OR VOLUNTARY TERMINATION WITHOUT A GOOD REASON. For the
         purpose of any provision of this Agreement, the termination of Rhein's
         employment shall be deemed to have been for Cause only if:

                  (a) termination of his employment shall have been the result
                  of Rhein's conviction of any of the following offenses,
                  provided that such offense results in material economic harm
                  to the Company or has a materially adverse effect on the
                  Company's operations, property or business relationships: (i)
                  misappropriation of money or other property of the Company or
                  (ii) any felony;

                  (b) there has been a breach by Rhein during the Period of
                  Employment of the provisions of Section 3.03 hereof relating
                  to devotion of full time to the affairs of the Company or any
                  provision of Section 8 hereof, and such breach results in
                  demonstrable significant injury to the Company, and with
                  respect to any alleged breach of Section 3.03 hereof, Rhein
                  shall have failed to remedy such breach within thirty (30)
                  days after his receipt of written notice from the Company; or

                  (c) there has been a substantial and continued failure or
                  refusal to perform under this Agreement which Rhein shall have
                  failed to remedy within thirty (30) days after his receipt of
                  written notice from the Company.

                  If Rhein's employment is terminated by the Company for Cause,
         or if Rhein shall voluntarily terminate his employment with the Company
         without a Good Reason as defined in Section 15.03 hereof, Rhein shall
         be entitled to the compensation provided for in Section 4.01(a)(i)
         hereof through the date of such termination. Rhein shall not be
         entitled to any additional compensation or benefits (except for any
         vested benefits), and shall continue to be bound by the provisions of
         Section 8 hereof.

         7.04 WITHOUT CAUSE OR VOLUNTARY TERMINATION FOR A GOOD REASON. Subject
         to compliance by Rhein with the provisions of Section 8 hereof, if the
         Company shall terminate Rhein's employment without Cause or if Rhein
         shall voluntarily terminate his employment for a Good Reason as defined
         in Section 15.03 hereof, there shall be paid or provided to Rhein, his
         dependents, beneficiaries and estate, as liquidated damages or
         severance pay, or both, (i) the compensation provided for in Section
         4.01(a)(i) for the month in which termination shall have occurred at
         the rate being paid at the time of such termination; (ii) an incentive
         cash bonus calculated based upon his earned incentive cash bonus under
         the Annual Incentive Plan for the immediately preceding fiscal year,
         pro rated for the then current fiscal year through his date of
         termination; and (iii) the amount (the "Payment Amount") per month
         equal to 1/24th of (A) twenty-four (24) times his monthly base salary
         at the rate being paid at the time of termination plus (B) an amount
         equal to his earned incentive cash bonus under the Annual Incentive
         Plan (or, if applicable, any predecessor annual incentive plan or
         arrangement) for the two (2) previously completed fiscal years. Such
         Payment Amount shall be paid to Rhein or, in case of his prior death,
         to his legal representative or estate, in monthly installments at the
         end of each month commencing with the month next following that in
         which such termination shall have occurred, and continuing for a period
         of twenty-four (24) months.


                                       7

   10

         Rhein, his dependents, beneficiaries and estate shall also receive, for
         the twenty-four (24) month period following such termination, all
         benefits provided pursuant to Section 5.01 hereof which are payable
         pursuant to the terms of the applicable plan or practice, and service
         credit for benefits under all employee benefit plans of the Company,
         including, without limitation, the Company's Retirement Plan, Benefit
         Equalization Plan and Supplemental Executive Retirement Plan referred
         to in Section 5.01 hereof, upon the same basis as immediately prior to
         termination and, to the extent that such benefits or service credit for
         benefits shall not be payable or provided under any such plans to
         Rhein, his dependents, beneficiaries and estate, by reason of his no
         longer being an employee of the Company as the result of termination,
         or any such plan, program or arrangement is discontinued or the
         benefits thereunder are materially reduced, the Company shall provide
         Rhein, his dependents, beneficiaries and estate, as appropriate, a
         benefit or payment which places Rhein, his dependents, beneficiaries
         and estate in at least as good of an economic position (taking into
         account the favorable economic, tax and legal characteristics customary
         for such plans, policies or arrangements) as if the benefit to which
         such persons were entitled to receive under such plans, programs and
         arrangements immediately prior to termination had been paid. In the
         event the Company fails to make such payments when due, then the
         remaining payments shall become due and payable immediately. Rhein
         shall be under no obligation to seek other employment, but without
         otherwise limiting the purposes or effect of this Section 7.04, any
         amounts payable to Rhein pursuant to Section 7.04(iii) hereof shall be
         reduced by any amounts which Rhein actually receives from another
         employer during the twenty-four (24) month period following the date of
         his termination without Cause, and any benefits payable to Rhein or his
         dependents pursuant to this Section 7.04 by reason of any "welfare
         benefit plan" of the Company (as the term "welfare benefit plan" is
         defined in Section 3(1) of the Employee Retirement Income Security Act
         of 1974, as amended) or perquisites shall be reduced to the extent
         comparable benefits or perquisites (or the cash equivalent thereof) are
         actually received by Rhein or his dependents from another employer
         during such period. Notwithstanding any provision in this Section 7.04
         to the contrary, all obligations of the Company and Rhein's right to
         any payment or benefit under this Section 7.04 shall cease upon Rhein's
         breach of any provision of Section 8 hereof.

         7.05 ARBITRATION. In the event that Rhein's employment shall be
         terminated by the Company during the Period of Employment or the
         Company shall withhold payments or provision of benefits because Rhein
         is alleged to be engaged in activities prohibited by Section 8 hereof
         or for any other reason, Rhein shall have the right, in addition to all
         other rights and remedies provided by law, at his election either to
         seek arbitration in the metropolitan area of Cleveland, Ohio, under the
         Commercial Arbitration Rules of the American Arbitration Association by
         serving a notice to arbitrate upon the Company or to institute a
         judicial proceeding, in either case within one hundred and twenty (120)
         days after having received notice of termination of his employment.

8.       NON-COMPETITION, CONFIDENTIAL INFORMATION AND NON-INTERFERENCE

         8.01 NON-COMPETITION. During the Period of Employment and the two (2)
         year period following the termination of his employment (except in the
         case of a voluntary or

                                       8


   11

         involuntary termination of employment within one (1) year after a
         Change in Control), Rhein shall not become an officer, director, joint
         venturer, employee, consultant or five percent (5%) shareholder
         (directly or indirectly), or promote or assist (financially or
         otherwise), any entity which competes with any business in which the
         Company or any of its affiliates are engaged as of the date of such
         termination of employment. Rhein understands that the foregoing
         restrictions may limit his ability to engage in certain business
         pursuits during the period provided for herein, but acknowledges that
         he will receive sufficiently higher remuneration and other benefits
         from the Company hereunder than he would otherwise receive to justify
         such restriction. Rhein acknowledges that he understands the effect of
         the provisions of this Section 8(a), and that he has had reasonable
         time to consider the effect of these provisions, and that he was
         encouraged to and had an opportunity to consult an attorney with
         respect to these provisions.

         8.02 CONFIDENTIAL INFORMATION. Except for information which is already
         in the public domain, or which is publicly disclosed by persons other
         than Rhein, or which is required by law or court order to be disclosed,
         or information given to Rhein by a third party not bound by any
         obligation of confidentiality, Rhein shall at all times during and
         after his employment with the Company hold in strictest confidence any
         and all confidential information within his knowledge and which is
         material to the business of the Company (whether acquired prior to or
         during his employment with the Company) concerning the inventions,
         products, processes, methods of distribution, customers, services,
         business, suppliers or trade secrets of the Company, except that Rhein
         may, in connection with the performance of his duties to the Company,
         divulge confidential information to the directors, officers, employees
         and shareholders of the Company and to the advisors, accountants,
         attorneys or lenders of the Company or such other individuals as deemed
         prudent in the course of business to carry out the responsibilities and
         duties of his position, or as required by law. Such confidential
         information includes, without limitation, financial information, sales
         information, price lists, marketing data, the identity and lists of
         actual and potential customers and technical information, all to the
         extent that such information is not intended by the Company for public
         dissemination.

                  Rhein also agrees that upon leaving the Company's employ he
         will not take with him, without the prior written consent of an officer
         authorized to act in the matter by the Board of Directors of the
         Company, any Company document, contract, internal financial or
         management reports, customers list, product list, price list, catalog,
         employee list, procedures, software, MIS data, drawing, blueprint,
         specification or other document of the Company, its subsidiaries,
         affiliates and divisions, which is of a confidential nature relating to
         the Company, its subsidiaries, affiliates and divisions, or, without
         limitation, relating to its or their methods of purchase or
         distribution, or any description of any trade secret, formulae or
         secret processes.

         8.03. NONINTERFERENCE. Rhein shall not, at any time during the Period
         of Employment or within the two (2) year period after his employment is
         terminated with the Company (except in the case of a voluntary or
         involuntary termination of employment within one (1) year after a
         Change in Control), without the prior written consent of the Company,
         directly or indirectly, induce or attempt to induce any employee, agent
         or other

                                       9

   12



         representative or associate of the Company to terminate his or her
         employment, representation or other relationship with the Company, or
         in any way directly or indirectly interfere with any relationship
         between the Company and its suppliers or customers.

         8.04. REMEDY. Rhein acknowledges that Sections 8.01, 8.02 and 8.03
         hereof were negotiated at arms length and are required for the fair and
         reasonable protection of the Company. Nevertheless, if any aspect of
         these restrictions is found to be unreasonable or otherwise
         unenforceable by a court of competent jurisdiction, the Company and
         Rhein intend for such restrictions to be modified by such court so as
         to be reasonable and enforceable and, as so modified by the court, to
         be fully enforced. Rhein and the Company further acknowledge and agree
         that a breach of those obligations and agreements will result in
         irreparable and continuing damage to the Company for which there will
         be no adequate remedy at law and, therefore, Rhein and the Company
         agree that in the event of any breach of said obligations and
         agreements the Company, and its successors and assigns, shall be
         entitled to injunctive relief and such other and further relief,
         including monetary damages, as is proper in the circumstances. It is
         further agreed that the running of the periods provided in Sections
         8.01 and 8.03 hereof shall be tolled during any period which Rhein
         shall be adjudged to have been in violation of any of his obligations
         under such Sections.

9.       WITHHOLDING

                  Anything to the contrary notwithstanding, all payments
         required to be made by the Company hereunder to Rhein or his estate or
         beneficiaries, shall be subject to the withholding of such amounts, if
         any, relating to tax and other payroll deductions as the Company may
         reasonably determine it should withhold pursuant to any applicable law
         or regulation. In lieu of withholding such amounts, the Company may
         accept other provisions to the end that it has sufficient funds to pay
         all taxes required by law to be withheld in respect of such payments or
         any of them.

10.      NOTICES

                  All notices, requests, demands and other communications
         provided for by this Agreement shall be in writing and shall be
         sufficiently given if and when mailed in the continental United States
         by registered or certified mail or personally delivered to the party
         entitled thereto at the address stated herein or to such changed
         address as the addressee may have given by a similar notice:


                                       10


   13




                  To the Company:           Pioneer-Standard Electronics, Inc.
                                            6065 Parkland Boulevard
                                            Mayfield Heights, Ohio 44124
                                            Attention: Secretary or
                                                       Assistant Secretary

                  To Rhein:                 Arthur Rhein
                                            40 Stonehill Lane
                                            Moreland Hills, Ohio 44022

11.      GENERAL PROVISIONS

         11.01 NO SET-OFF OR COUNTER CLAIM. There shall be no right of set-off
         or counter claim, in respect of any claim, debt or obligation, against
         payments to Rhein, his dependents, beneficiaries or estate provided for
         in this Agreement.

         11.02 BENEFICIARY. No right or interest to or in any payments shall be
         assignable by Rhein; provided, however, that this provision shall not
         preclude him from designating one or more beneficiaries to receive any
         amount that may be payable after his death and shall not preclude the
         legal representative of his estate from assigning any right hereunder
         to the person or persons entitled thereto under his will or, in the
         case of intestacy, to the person or persons entitled thereto under the
         laws of intestacy applicable to his estate. The term "beneficiaries" as
         used in this Agreement shall mean a beneficiary or beneficiaries so
         designated to receive any such amount or, if no beneficiary has been so
         designated, the legal representative of Rhein's estate.

         11.03 ASSIGNMENT. No right, benefit or interest hereunder, shall be
         subject to anticipation, alienation, sale, assignment, encumbrance,
         charge, pledge, hypothecation, or set-off in respect of any claim, debt
         or obligation, or to execution, attachment, levy or similar process, or
         assignment by operation of law. Any attempt, voluntary or involuntary,
         to effect any action specified in the immediately preceding sentence
         shall, to the full extent permitted by law, be null, void and of no
         effect.

         11.04 LEGAL REPRESENTATIVE. In the event of Rhein's death or a judicial
         determination of his incompetence, reference in this Agreement to Rhein
         shall be deemed, where appropriate, to refer to his legal
         representative or, where appropriate, to his beneficiary or
         beneficiaries.

         11.05 HEADINGS. The titles to sections in this Agreement are intended
         solely for convenience and no provision of this Agreement is to be
         construed by reference to the title of any section.

         11.06 BINDING EFFECT. This Agreement shall be binding upon and shall
         inure to the benefit of (a) Rhein and, subject to the provisions of
         Sections 11.02 and 11.03 hereof, his heirs and legal representatives,
         and (b) the Company and its successors as provided in Section 14
         hereof.



                                     11


   14


         11.07 EXCISE TAX GROSS UP. Rhein shall be entitled to a cash payment
         (the "Excise Tax Gross-Up Payment") equal to the amount of excise taxes
         which Rhein is required to pay pursuant to Section 4999 of the Internal
         Revenue Code of 1986, as amended ("Code"), as a result of any parachute
         payments as defined in Section 280G(b)(2)made by or on behalf of the
         Company or any successor thereto, under this Agreement or otherwise,
         resulting in an "excess parachute payment" as defined in Section
         280G(b)(1) of the Code. In addition to the foregoing, the Excise Tax
         Gross-Up Payment due to Rhein under this Section 11.07 shall be
         increased by the aggregate of the amount of federal, state and local
         income and excise taxes for which Rhein will be liable on account of
         the Excise Tax Gross-Up Payment to be made under this Section 11.07,
         such that Rhein will receive the Excise Tax Gross-Up Payment net of all
         income and excise taxes imposed on Rhein on account of the receipt of
         the Excise Tax Gross-Up Payment. The computation of the Excise Tax
         Gross-Up Payment shall be determined, at the expense of the Company, by
         an independent accounting, actuarial or consulting firm selected by the
         Company. Such Excise Tax Gross-Up Payment shall be made at such time as
         the Company shall determine, in its sole discretion, but in no event
         later than the date five (5) business days before the due date, without
         regard to any extension, for filing Rhein's federal income tax return
         for the calendar year for which it is determined that excise taxes are
         payable under Section 4999 of the Code. Notwithstanding the foregoing,
         there shall be no duplication of payments by the Company under this
         Section 11.07 in respect of excise taxes under Section 4999 of the Code
         to the extent the Company is making payments in respect of such excise
         taxes under any other arrangement with Rhein. In the event that Rhein
         is ultimately assessed with excise taxes under Section 4999 of the Code
         which exceed the amount of excise taxes used in computing Rhein's
         payment under this Section 11.07, the Company or its successor shall
         indemnify Rhein for such additional excise taxes plus any additional
         excise taxes, income taxes, interest and penalties resulting from the
         additional excise taxes and the indemnity hereunder.

12.      AMENDMENT OR MODIFICATION; WAIVER

                  No provision of this Agreement may be amended or waived unless
         such amendment or waiver is authorized by the Board of Directors of the
         Company or the Compensation Committee thereof and is agreed to in
         writing, signed by Rhein and by an officer of the Company thereunto
         duly authorized by either the Board of Directors or the Compensation
         Committee. Except as otherwise specifically provided in this Agreement,
         no waiver by either party hereto of any breach by the other party
         hereto of any condition or provision of this Agreement to be performed
         by such other party shall be deemed a waiver of a subsequent breach of
         such condition or provision or a waiver of a similar or dissimilar
         provision or condition at the same or at any prior or subsequent time.

13.      SEVERABILITY

                  In the event that any provision or portion of this Agreement
         shall be determined to be invalid or unenforceable for any reason, the
         remaining provisions and portions of this

                                       12

   15

         Agreement shall be unaffected thereby and shall remain in full force
         and effect to the fullest extent permitted by law.

14.      SUCCESSORS TO THE COMPANY

                  Except as otherwise provided herein, this Agreement shall be
         binding upon and inure to the benefit of the Company and any successor
         of the Company, including, without limitation, any corporation which
         acquires directly or indirectly all or substantially all of the assets
         or capital stock of the Company whether by merger, consolidation, sale
         or otherwise (and such successor shall thereafter be deemed the Company
         for the purposes of this Agreement), but shall not otherwise be
         assignable by the Company.

15.      OPERATION OF AGREEMENT

         15.01 EFFECTIVE DATE. This Agreement is effective April 1, 2000, and
         shall supersede any prior employment arrangement or agreement,
         including the 1999 Agreement, which shall be deemed to be terminated
         and null and void.

         15.02 CHANGE IN CONTROL. For the purpose of this Agreement, the term
         "Change in Control" of the Company shall mean a change in control of a
         nature that would be required to be reported in response to Item 6(e)
         of Schedule 14A of Regulation 14A promulgated under the Securities
         Exchange Act of 1934 as in effect on the date of this Agreement;
         provided that, without limitation, such a change in control shall be
         deemed to have occurred if and when (a) any "person" (as such term is
         used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of
         1934), excluding The Pioneer Stock Benefit Trust, any employee benefit
         plan of the Company, any trust established under any employee benefit
         plan of the Company, or any trustee of any trust established under any
         employee benefit plan of the Company, is or becomes a beneficial owner,
         directly or indirectly, of securities of the Company representing
         twenty percent (20%) or more of the combined voting power of the
         Company's then outstanding securities, or (b) during any period of
         twelve (12) consecutive months, commencing before or after the date of
         this Agreement, individuals who, at the beginning of such twelve (12)
         month period were directors of the Company for whom Rhein, as a
         shareholder, shall have voted, cease for any reason to constitute at
         least a majority of the Board of Directors of the Company. In addition,
         a "Change in Control" shall be deemed to have occurred if and at such
         time that Rhein is not offered the position of Chief Executive Officer
         of the Company within six (6) months after the termination of James L.
         Bayman's status as Chief Executive Officer, or, at any time during the
         one (1) year period following the first day on which Rhein shall hold
         such title, such title shall be revoked or his duties or obligations
         shall be materially inconsistent with the duties or obligations of the
         Chief Executive Officer of the Company, unless such failure to offer or
         such revocation or assignation is due to Rhein's Disability, death,
         termination of employment by the Company for Cause or voluntary
         termination by Rhein without a Good Reason.


                                       13

   16

         15.03 GOOD REASON. For the purpose of this Agreement, "Good Reason"
         shall mean the occurrence of: (a) any reduction in Rhein's position,
         authority or title; (b) any material reduction in Rhein's
         responsibilities or duties for the Company; (c) any material adverse
         change or reduction in the aggregate perquisites, benefits and payments
         to which Rhein is entitled pursuant to Sections 4.02 and 5.01 hereof;
         (d) any change in Rhein's reporting relationship; (e) any relocation of
         Rhein's principal place of work with the Company to a location that
         exceeds by fifty (50) miles the distance from the location of his
         residence at the time of such relocation of Rhein's principal place of
         work with the Company to 6065 Parkland Boulevard, Mayfield Heights,
         Ohio; or (f) the material breach or material default by the Company of
         any of its agreements or obligations under any provision of this
         Agreement, unless such breach or default is substantially cured within
         a reasonable period of time (hereby defined as thirty (30) days) after
         written notice advising the Company of the acts or omissions
         constituting such breach or default is actually received by the
         Company. As used in Section 15.03(c), an "adverse change or material
         reduction" in the aggregate perquisites, benefits and payments to which
         Rhein is entitled pursuant to Sections 4.02 and 5.01 shall be deemed to
         result from any reduction or any series of reductions which, in the
         aggregate, exceeds five percent (5%) of the value of such perquisites,
         benefits and payments determined as of the date of this Agreement. If
         Rhein claims the existence of a Good Reason, he shall give written
         notice to the Company of the event constituting Good Reason not later
         than ninety (90) days following the later to occur of the occurrence of
         the event (e.g., the actual reduction in compensation, the scheduled
         date of relocation or the date of the breach) constituting Good Reason
         or his actual knowledge thereof. If the event which Rhein claims to be
         a Good Reason is not cured within thirty (30) days following the date
         of such notice, Rhein must resign within ten (10) days following the
         thirty (30) day cure period in order to invoke his right to resign for
         Good Reason. If no such timely resignation occurs or no such timely
         written notices are given, Rhein's right to resign for Good Reason with
         respect to such event shall be permanently waived.

16.      ENFORCEMENT COSTS

                  The Company is aware that upon the occurrence of a Change in
         Control the Board of Directors or a shareholder of the Company may then
         cause or attempt to cause the Company to refuse to comply with its
         obligations under this Agreement, or may cause or attempt to cause the
         Company to institute, or may institute, litigation seeking to have this
         Agreement declared unenforceable, or may take, or attempt to take,
         other action to deny Rhein the benefits intended under this Agreement.
         In these circumstances, the purpose of this Agreement could be
         frustrated. It is the intent of the Company that Rhein not be required
         to incur the expenses associated with the enforcement of his rights
         under this Agreement by litigation or other legal action because the
         cost and expense thereof would substantially detract from the benefits
         intended to be extended to Rhein hereunder, nor be bound to negotiate
         any settlement of his rights hereunder under threat of incurring such
         expenses. Accordingly, if following a Change in Control it should
         appear to Rhein that the Company has failed to comply with any of its
         obligations under this Agreement or in the event that the Company or
         any other person takes any action to declare this Agreement void or
         unenforceable, or institutes any litigation or other legal action


                                       14

   17

         designed to deny, diminish or to recover from, Rhein, the benefits
         intended to be provided to Rhein hereunder, and that Rhein has complied
         with all of his obligations under this Agreement, the Company
         irrevocably authorizes Rhein from time to time to retain counsel of his
         choice at the expense of the Company as provided in this Section 16, to
         represent Rhein in connection with the initiation or defense of any
         litigation or other legal action, whether by or against the Company or
         any Director, officer, shareholder or other person affiliated with the
         Company, in any jurisdiction. Notwithstanding any existing or prior
         attorney-client relationship between the Company and such counsel, the
         Company irrevocably consents to Rhein entering into an attorney-client
         relationship with such counsel, and in that connection the Company and
         Rhein agree that a confidential relationship shall exist between Rhein
         and such counsel. The reasonable fees and expenses of counsel selected
         from time to time by Rhein as herein provided shall be paid or
         reimbursed to Rhein by the Company on a regular, periodic basis upon
         presentation by Rhein of a statement or statements prepared by such
         counsel in accordance with its customary practices, up to a maximum
         aggregate amount of $500,000.


                                       15
   18


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.


ATTEST:                                     PIONEER-STANDARD ELECTRONICS, INC.


/s/ Nancy E. Hoyt                      By /s/ James L. Bayman
- ------------------------------         ---------------------------------------
                                       James L. Bayman, Chairman and Chief
                                       Executive Officer

ATTEST:
/s/ Nancy E. Hoyt                      /s/ Arthur Rhein
- ------------------------------         ---------------------------------------
                                       Arthur Rhein






                                       16

EX-10.3

   1
                                                                  Exhibit 10.3

                                                                  EXECUTION COPY
                                                                  --------------








                              EMPLOYMENT AGREEMENT

                                     BETWEEN

                       PIONEER-STANDARD ELECTRONICS, INC.

                                       AND

                                STEVEN M. BILLICK















                                                                  April 26, 2000

   2



                                TABLE OF CONTENTS
                                -----------------


                                                                                                               Page
                                                                                                               ----

                                                                                                              
Employment........................................................................................................1

Period of Employment..............................................................................................1

Position, Duties, Responsibilities................................................................................1

Compensation, Compensation Plans,  Perquisites....................................................................2

Employee Benefit Plans............................................................................................3

Effect of Death or Disability.....................................................................................4

Termination.......................................................................................................4

         General..................................................................................................4

         Change in Control........................................................................................5

         For Cause or Voluntary Termination Without a Good Reason.................................................6

         Without Cause or Voluntary Termination for a Good Reason.................................................7

         Arbitration..............................................................................................8

Non-Competition, Confidential Information and Non-Interference....................................................9

Withholding......................................................................................................10

Notices..........................................................................................................10

General Provisions...............................................................................................11

Amendment or Modification; Waiver................................................................................12

Severability.....................................................................................................13

Successors to the Company........................................................................................13

Operation of Agreement...........................................................................................13

Enforcement Costs................................................................................................14



   3


                              EMPLOYMENT AGREEMENT
                              --------------------

         EMPLOYMENT AGREEMENT between PIONEER-STANDARD ELECTRONICS, INC., an
Ohio corporation (the "Company"), and STEVEN M. BILLICK ("Billick"), dated April
26, 2000, effective April 24, 2000.

                              W I T N E S S E T H:

         WHEREAS, The Company desires to retain the services of Billick as
Senior Vice President and Chief Financial Officer, and Billick desires to render
his services to the Company in such capacities;

         WHEREAS, The Company and Billick desire to set forth their mutual
understanding regarding the terms of Billick's employment with the Company;

         WHEREAS, The Company deems this Agreement necessary at the present time
to meet the need to retain strong management.

         NOW, THEREFORE, it is hereby agreed by and between the Company and
Billick as follows:

1.       Employment
         ----------

                  The Company hereby agrees to employ Billick, and Billick
         hereby agrees to remain in the employ of the Company, for the period
         set forth in Section 2 hereof (the "Period of Employment"), in the
         position and with the duties and responsibilities set forth in Section
         3 hereof, and upon the other terms and conditions hereinafter stated.

2.       Period of Employment
         --------------------

                  For purposes of this Agreement, the Period of Employment,
         subject only to the provisions of Section 6 hereof, shall continue for
         a one-year period from the effective date hereof and thereafter on a
         year-to-year basis (i) subject to termination of this Agreement by the
         Company effective as of the next anniversary of the effective date
         hereof following written notice of termination, which notice must be
         given to Billick no later than February 1 of the Company's then current
         fiscal year, or (ii) until the earlier termination of employment as set
         forth in Section 7 hereof.

3.       Position, Duties, Responsibilities
         ----------------------------------

         3.01 SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER. During the
         Period of Employment, Billick shall serve as Senior Vice President and
         Chief Financial Officer of the Company reporting to the Chief Executive
         Officer of the Company and shall have the authority, power, and duties
         with regard to his position as may from time to time be assigned by the
         Chief Executive Officer or the Board of Directors of the Company.



                                       1
   4


         3.02 ATTENTION TO DUTIES. Throughout the Period of Employment, Billick
         shall devote his full time and undivided attention during normal
         business hours to the business and affairs of the Company, except for
         reasonable vacations afforded the Company's executive officers and
         except for illness or incapacity, but nothing in this Agreement shall
         preclude Billick from devoting reasonable time required for serving as
         a director or member of an advisory committee of any organization
         involving no conflict of interest with the interests of the Company,
         from engaging in charitable and community activities, and from managing
         his personal affairs, provided that such activities do not materially
         interfere with the regular performance of his duties and
         responsibilities under this Agreement.

         3.03 OFFICE. Throughout the Period of Employment, Billick's office
         shall be located at the corporate offices of the Company, and Billick
         shall not be required to locate his office elsewhere without his prior
         written consent, nor shall he be required to be absent therefrom on
         travel status or otherwise more than a total of sixty (60) days in any
         calendar year nor more than fifteen (15) consecutive days at any one
         time.

4.       Compensation, Compensation Plans, Perquisites
         ---------------------------------------------

         4.01     Compensation.
                  ------------

                  (a) For all services rendered by Billick in any capacity
                  during the Period of Employment, including, without
                  limitation, services as an executive officer, director or
                  member of any committee of the Company or of any subsidiary,
                  division or affiliate thereof, Billick shall be entitled as
                  compensation to the following:

                        (i)         A base salary, payable not less often than
                                    monthly, at the rate of $25,000.00 per
                                    month, with such increases in such rate as
                                    may be awarded from time to time by the
                                    Board of Directors of the Company or the
                                    Compensation Committee, as applicable;

                       (ii)         Participation in the Company's 2000 Annual
                                    Incentive Plan (the "Annual Incentive Plan")
                                    in accordance with the provisions of such
                                    plan as in effect as of the date of this
                                    Agreement and as may be amended from time to
                                    time, conditioned upon and subject to
                                    Billick's prior written consent to any such
                                    amendment as shall apply to him.

                  (b) Any increase in salary, incentive compensation or other
                  form of compensation shall in no way diminish any other
                  obligation of the Company under this Agreement, unless
                  specifically agreed to in writing by Billick.

         4.02 PERQUISITES. During the Period of Employment, Billick shall be
         entitled to perquisites, including without limitation, an office,
         secretarial staff and clerical staff, and



                                       2
   5


         to fringe benefits comparable to those enjoyed by the elected executive
         officers of the Company, as well as to reimbursement, upon proper
         accounting, of reasonable business expenses and disbursements incurred
         by him in the course of his duties.

5.       EMPLOYEE BENEFIT PLANS
         ----------------------

         5.01 BENEFIT PLANS. Billick, his dependents, beneficiaries and estate
         shall be entitled to all payments and benefits and service credit for
         benefits during the Period of Employment to which executive officers of
         the Company, their dependents and beneficiaries are entitled as the
         result of the employment of such executive officers during the Period
         of Employment under the terms of employee plans and practices of the
         Company, including, without limitation, the Company's Retirement Plan,
         its Benefit Equalization Plan, its Supplemental Executive Retirement
         Plan, its group life insurance plan, its accidental death and
         dismemberment insurance, its disability, medical and health and welfare
         plans, any key person individual life and disability policies,
         automobile expense reimbursement, club membership fees and dues, and
         other present or equivalent successor plans and practices of the
         Company, its subsidiaries and divisions, for which other executive
         officers, their dependents and beneficiaries are eligible, and to all
         payments or other benefits under any such plan or practice after the
         Period of Employment as a result of participation in such plan or
         practice during the Period of Employment.

         5.02 STOCK PLANS. Billick shall be eligible to participate in the
         Company's 1991 Stock Option Plan and 2000 Stock Incentive Plan (which,
         together with any successor stock option plan or plans as may be in
         effect from time to time, are referred to herein as the "Option Plan");
         provided, however, that the grant of any stock options ("Options")
         under any Option Plan shall be at the sole discretion of the
         Compensation Committee of the Board of Directors of the Company. The
         Company may from time to time grant Billick stock options at an option
         price equal to the fair market value of the Company's Common Shares at
         the date of grant. The terms and conditions of exercise of Options
         shall be as is set forth in Billick's Stock Option Agreements (the
         "Option Agreements") with the Company; provided, however, that in the
         event of a Change in Control as defined in Section 15.02 hereof, then
         notwithstanding the provisions of said Option Agreements, all options
         (including those granted to him under the 1991 Stock Option Plan and
         the 2000 Stock Incentive Plan) shall immediately be 100% vested and
         Billick shall have the immediate right of exercise with respect to all
         Options and the underlying Common Shares covered by said Option
         Agreements. In the event that Billick is discharged or resigns his
         employment during the one (1) year period following a Change in Control
         as defined in Section 15.02 hereof, Billick shall have the period of
         one (1) year after the date of such termination or resignation (or such
         longer period as may be specified in the Option Agreement) or the
         remainder of the term of such Options, whichever is shorter, to
         exercise his Options, and any such exercise shall be irrevocable.



                                       3
   6


6.       Effect of Death or Disability
         -----------------------------

         6.01 DEATH. In the event of the death of Billick during the Period of
         Employment, the Period of Employment shall be deemed to have ended as
         of the close of business on the last day of the month in which death
         shall have occurred, and his legal representative shall be entitled to
         (i) the compensation provided for in Section 4.01(a)(i) hereof for the
         month in which death shall take place at the rate being paid at the
         time of death, (ii) an incentive cash bonus amount equal to his earned
         incentive cash bonus under the Annual Incentive Plan for the
         immediately preceding fiscal year, pro rated through the last date of
         the Period of Employment, and (iii) any benefits provided pursuant to
         Section 5.01 hereof which are payable pursuant to the terms of the
         applicable plan or practice.

         6.02     Disability.
                  ----------

                  (a) The term "Disability," as used in this Agreement, shall
                  mean an illness or accident which prevents Billick from
                  performing his duties under this Agreement for a period of six
                  (6) consecutive months. The Period of Employment shall be
                  deemed to have ended as of the close of business on the last
                  day of such six (6) month period but without prejudice to any
                  payments due Billick during such six (6) month period or
                  pursuant to any disability plan or disability insurance
                  policy.

                  (b) In the event of the Disability of Billick during the
                  Period of Employment, Billick shall be entitled to (i) the
                  compensation provided for in Section 4.01(a)(i) hereof at the
                  rate being paid at the time of the commencement of Disability,
                  for the period of such Disability but not in excess of six (6)
                  months, (ii) an incentive cash bonus equal to his earned
                  incentive cash bonus under the Annual Incentive Plan for the
                  immediately preceding fiscal year, pro rated through the last
                  date of the Period of Employment, and (iii) any benefits
                  provided pursuant to Section 5.01 hereof which are payable
                  pursuant to the terms of the applicable plan or practice,
                  except that Billick shall not be subject to the payment cap
                  provided for by the Company's short-term disability plan.

                  (c) The amount of any payments due under this Section 6.02
                  shall be reduced by any payments which Billick may be paid for
                  the same period under any disability plan of the Company or of
                  any subsidiary or affiliate thereof.

7.       Termination
         -----------

         7.01 GENERAL. The Company may terminate Billick's employment with or
         without Cause, and Billick may voluntarily terminate his employment, at
         any time during the Period of Employment, subject to the provisions of
         this Section 7. The termination of this Agreement by the Company
         pursuant to Section 2(i) hereof (other than any such termination prior
         to or as of the initial anniversary hereof) shall be deemed to be a
         termination of employment without Cause as set forth in Section 7.04
         hereof. In the event that this Agreement is to be terminated pursuant
         to Section 2(i) hereof, upon receipt of the notice of termination
         Billick shall have the option of either leaving the Company at



                                       4
   7


         any time prior to the March 31 effective date of the termination of
         this Agreement or continuing his employment until such effective date,
         and in either event Billick shall be entitled to receive all of the
         payments and benefits as provided in Section 7.04 hereof; provided,
         however, that in the event Billick elects to continue his employment
         with the Company subsequent to the March 31 effective date of the
         termination of this Agreement, for a period of three (3) months
         thereafter Billick shall have the right to terminate his employment
         with the Company and any such termination shall be deemed to be a
         termination of employment without Cause as set forth above.

         7.02 CHANGE IN CONTROL. If, during the one (1) year period following a
         Change in Control of the Company as defined in Section 15.02 hereof,
         Billick is discharged or voluntarily resigns his employment, there
         shall be paid or provided to Billick, his dependents, beneficiaries and
         estate, as liquidated damages or severance pay, or both, the following:

                  (a)      The compensation provided for in Section 4.01(a)(i)
                           hereof for the month in which termination shall have
                           occurred at the rate being paid at the time of
                           termination; plus

                  (b)      If such discharge or resignation shall occur prior to
                           April 1, 2001, an amount equal to twelve (12) times
                           his monthly base salary then in effect plus $100,000;
                           or

                  (c)      If such discharge or resignation shall occur after
                           April 1, 2001:

                           (i)      An incentive cash bonus calculated based
                                    upon his earned incentive cash bonus under
                                    the Annual Incentive Plan for the
                                    immediately preceding fiscal year, pro rated
                                    for the then current fiscal year through his
                                    date of termination; plus

                           (ii)     An amount  equal to twelve (12) times his
                                    monthly  base salary in effect as of such
                                    discharge or resignation; plus

                           (iii)    An amount equal to his earned incentive cash
                                    bonus under the Annual Incentive Plan for
                                    the immediately preceding fiscal year.

                  Such amounts shall be paid to Billick in one payment
                  immediately upon his termination of employment.

                  (d)      For the one (1) year period following the date of his
                           termination of employment, Billick, his dependents,
                           beneficiaries and estate, shall continue to be
                           entitled to all benefits provided pursuant to Section
                           5.01 hereof which are payable pursuant to the terms
                           of the applicable plan or practice, and service
                           credit for benefits under all employee benefit plans
                           of the Company, including, without limitation, the
                           Company's Retirement Plan, Supplemental Executive
                           Retirement Plan and Benefit Equalization



                                       5
   8


                           Plan referred to in Section 5.01 hereof, upon the
                           same basis as immediately prior to termination and,
                           to the extent that such benefits or service credit
                           for benefits shall not be payable or provided under
                           any such plans to Billick, his dependents,
                           beneficiaries and estate, by reason of his no longer
                           being an employee of the Company as the result of
                           termination, or any such plan, program or arrangement
                           is discontinued or the benefits thereunder are
                           materially reduced, the Company shall provide
                           Billick, his dependents, beneficiaries and estate, as
                           appropriate, a benefit or payment which places
                           Billick, his dependents, beneficiaries and estate in
                           at least as good of an economic position (taking into
                           account the favorable economic tax and legal
                           characteristics customary for such plans, policies or
                           arrangements) as if the benefit to which such persons
                           were entitled to receive under such plans, programs
                           and arrangements immediately prior to termination had
                           been paid.

                  Any termination of Billick's employment which either is (x) a
         termination by the Company other than for Cause or (y) a voluntary
         resignation by Billick after the occurrence of an event which would
         constitute Good Reason under Section 15.03 hereof, which termination or
         resignation occurs within the period commencing on the commencement
         date of a tender offer for the Company's Common Shares, the execution
         of a letter of intent or the execution of a definitive agreement which,
         in each case, could reasonably be expected to lead to a Change in
         Control as defined in Section 15.02 hereof, and ending on either (A)
         the date of the Change in Control resulting from such tender offer or
         the consummation of the transaction contemplated by such letter of
         intent or such definitive agreement, as the case may be, or (B) the
         date as of which the Board of Directors determines in good faith that
         such tender offer has been withdrawn or has reached a final conclusion
         not resulting in a Change in Control or the transaction contemplated by
         such letter of intent or such definitive agreement is not to be
         consummated or if consummated, will not lead to a Change in Control, as
         the case may be, shall be deemed to be a termination under this Section
         7.02.

                  An election by Billick to terminate his employment under the
         provisions of this Section 7.02 shall not be deemed a voluntary
         termination of employment by Billick under Section 7.03 hereof.
         Further, an election by Billick to terminate his employment under the
         provisions of subsection (y) of this Section 7.02 shall not be deemed
         to be a voluntary termination of employment for a Good Reason under
         Section 7.04 hereof.

         7.03 FOR CAUSE OR VOLUNTARY TERMINATION WITHOUT A GOOD REASON. For the
         purpose of any provision of this Agreement, the termination of
         Billick's employment shall be deemed to have been for Cause only if:

                  (a)      termination of his employment shall have been the
                           result of Billick's conviction of any of the
                           following offenses, provided that such offense
                           results in material economic harm to the Company or
                           has a materially adverse effect on the Company's
                           operations, property or business


                                       6
   9


                           relationships: (i) misappropriation of money or other
                           property of the Company or (ii) any felony;

                  (b)      there has been a breach by Billick during the Period
                           of Employment of the provisions of Section 3.03
                           hereof relating to devotion of full time to the
                           affairs of the Company or any provision of Section 8
                           hereof, and such breach results in demonstrable
                           significant injury to the Company, and with respect
                           to any alleged breach of Section 3.03 hereof, Billick
                           shall have failed to remedy such breach within thirty
                           (30) days after his receipt of written notice from
                           the Company; or

                  (c)      there has been a substantial and continued failure or
                           refusal to perform under this Agreement which Billick
                           shall have failed to remedy within thirty (30) days
                           after his receipt of written notice from the Company.

                  If Billick's employment is terminated by the Company for
         Cause, or if Billick shall voluntarily terminate his employment with
         the Company without a Good Reason as defined in Section 15.03 hereof,
         Billick shall be entitled to the compensation provided for in Section
         4.01(a)(i) hereof through the date of such termination. Billick shall
         not be entitled to any additional compensation or benefits (except for
         any vested benefits), and shall continue to be bound by the provisions
         of Section 8 hereof.

         7.04 WITHOUT CAUSE OR VOLUNTARY TERMINATION FOR A GOOD REASON. Subject
         to compliance by Billick with the provisions of Section 8 hereof, if
         the Company shall terminate Billick's employment without Cause or if
         Billick shall voluntarily terminate his employment for a Good Reason as
         defined in Section 15.03 hereof, there shall be paid or provided to
         Billick, his dependents, beneficiaries and estate, as liquidated
         damages or severance pay, or both:

                  (a)      The compensation provided for in Section 4.01(a)(i)
                           hereof for the month in which termination shall have
                           occurred at the rate being paid at the time of such
                           termination; PLUS

                  (b)      If such termination shall occur prior to April 1,
                           2001, an amount equal to twelve (12) times his
                           monthly base salary then in effect plus $100,000; or

                  (c)      If such termination shall occur after April 1, 2001:

                            (i)     an incentive cash bonus calculated based
                                    upon his earned incentive cash bonus under
                                    the Annual Incentive Plan for the
                                    immediately preceding fiscal year, pro rated
                                    for the then current fiscal year through his
                                    date of termination; and

                           (ii)     the amount (the "Payment Amount") per month
                                    equal to 1/12th of (A) twelve (12) times his
                                    monthly base salary at the rate being paid
                                    at the time of termination PLUS (B) an
                                    amount equal to his earned



                                       7
   10


                                    incentive cash bonus under the Annual
                                    Incentive Plan for the immediately preceding
                                    completed fiscal year.

         Such Payment Amount shall be paid to Billick or, in case of his prior
         death, to his legal representative or estate, in monthly installments
         at the end of each month commencing with the month next following that
         in which such termination shall have occurred, and continuing for a
         period of twelve (12) months. Billick, his dependents, beneficiaries
         and estate shall also receive, for the twelve (12) month period
         following such termination, all benefits provided pursuant to Section
         5.01 hereof which are payable pursuant to the terms of the applicable
         plan or practice, and service credit for benefits under all employee
         benefit plans of the Company, including, without limitation, the
         Company's Retirement Plan, Benefit Equalization Plan and Supplemental
         Executive Retirement Plan referred to in Section 5.01 hereof, upon the
         same basis as immediately prior to termination and, to the extent that
         such benefits or service credit for benefits shall not be payable or
         provided under any such plans to Billick, his dependents, beneficiaries
         and estate, by reason of his no longer being an employee of the Company
         as the result of termination, or any such plan, program or arrangement
         is discontinued or the benefits thereunder are materially reduced, the
         Company shall provide Billick, his dependents, beneficiaries and
         estate, as appropriate, a benefit or payment which places Billick, his
         dependents, beneficiaries and estate in at least as good of an economic
         position (taking into account the favorable economic, tax and legal
         characteristics customary for such plans, policies or arrangements) as
         if the benefit to which such persons were entitled to receive under
         such plans, programs and arrangements immediately prior to termination
         had been paid. In the event the Company fails to make such payments
         when due, then the remaining payments shall become due and payable
         immediately. Billick shall be under no obligation to seek other
         employment, but without otherwise limiting the purposes or effect of
         this Section 7.04, any amounts payable to Billick pursuant to Section
         7.04(iii) hereof shall be reduced by any amounts which Billick actually
         receives from another employer during the twelve (12) month period
         following the date of his termination without Cause, and any benefits
         payable to Billick or his dependents pursuant to this Section 7.04 by
         reason of any "welfare benefit plan" of the Company (as the term
         "welfare benefit plan" is defined in Section 3(1) of the Employee
         Retirement Income Security Act of 1974, as amended) or perquisites
         shall be reduced to the extent comparable benefits or perquisites (or
         the cash equivalent thereof) are actually received by Billick or his
         dependents from another employer during such period. Notwithstanding
         any provision in this Section 7.04 to the contrary, all obligations of
         the Company and Billick's right to any payment or benefit under this
         Section 7.04 shall cease upon Billick's breach of any provision of
         Section 8 hereof.

         7.05 ARBITRATION. In the event that Billick's employment shall be
         terminated by the Company during the Period of Employment or the
         Company shall withhold payments or provision of benefits because
         Billick is alleged to be engaged in activities prohibited by Section 8
         hereof or for any other reason, Billick shall have the right, in
         addition to all other rights and remedies provided by law, at his
         election either to seek arbitration in the metropolitan area of
         Cleveland, Ohio, under the Commercial Arbitration Rules of the American
         Arbitration Association by serving a notice to arbitrate upon the
         Company or



                                       8
   11


         to institute a judicial proceeding, in either case within one hundred
         and twenty (120) days after having received notice of termination of
         his employment.

8.       Non-Competition, Confidential Information and Non-Interference
         --------------------------------------------------------------

         8.01 NON-COMPETITION. During the Period of Employment and the two (2)
         year period following the termination of his employment (except in the
         case of a voluntary or involuntary termination of employment within one
         (1) year after a Change in Control), Billick shall not become an
         officer, director, joint venturer, employee, consultant or five percent
         (5%) shareholder (directly or indirectly), or promote or assist
         (financially or otherwise), any entity which competes with any business
         in which the Company or any of its affiliates are engaged as of the
         date of such termination of employment. Billick understands that the
         foregoing restrictions may limit his ability to engage in certain
         business pursuits during the period provided for herein, but
         acknowledges that he will receive sufficiently higher remuneration and
         other benefits from the Company hereunder than he would otherwise
         receive to justify such restriction. Billick acknowledges that he
         understands the effect of the provisions of this Section 8(a), and that
         he has had reasonable time to consider the effect of these provisions,
         and that he was encouraged to and had an opportunity to consult an
         attorney with respect to these provisions.

         8.02 CONFIDENTIAL INFORMATION. Except for information which is already
         in the public domain, or which is publicly disclosed by persons other
         than Billick, or which is required by law or court order to be
         disclosed, or information given to Billick by a third party not bound
         by any obligation of confidentiality, Billick shall at all times during
         and after his employment with the Company hold in strictest confidence
         any and all confidential information within his knowledge and which is
         material to the business of the Company (whether acquired prior to or
         during his employment with the Company) concerning the inventions,
         products, processes, methods of distribution, customers, services,
         business, suppliers or trade secrets of the Company, except that
         Billick may, in connection with the performance of his duties to the
         Company, divulge confidential information to the directors, officers,
         employees and shareholders of the Company and to the advisors,
         accountants, attorneys or lenders of the Company or such other
         individuals as deemed prudent in the course of business to carry out
         the responsibilities and duties of his position, or as required by law.
         Such confidential information includes, without limitation, financial
         information, sales information, price lists, marketing data, the
         identity and lists of actual and potential customers and technical
         information, all to the extent that such information is not intended by
         the Company for public dissemination.

                  Billick also agrees that upon leaving the Company's employ he
         will not take with him, without the prior written consent of an officer
         authorized to act in the matter by the Board of Directors of the
         Company, any Company document, contract, internal financial or
         management reports, customers list, product list, price list, catalog,
         employee list, procedures, software, MIS data, drawing, blueprint,
         specification or other document of the Company, its subsidiaries,
         affiliates and divisions, which is of a confidential nature relating to
         the Company, its subsidiaries, affiliates and divisions, or, without
         limitation,



                                       9
   12


         relating to its or their methods of purchase or distribution, or any
         description of any trade secret, formulae or secret processes.

         8.03. NONINTERFERENCE. Billick shall not, at any time during the Period
         of Employment or within the two (2) year period after his employment is
         terminated with the Company (except in the case of a voluntary or
         involuntary termination of employment within one (1) year after a
         Change in Control), without the prior written consent of the Company,
         directly or indirectly, induce or attempt to induce any employee, agent
         or other representative or associate of the Company to terminate his or
         her employment, representation or other relationship with the Company,
         or in any way directly or indirectly interfere with any relationship
         between the Company and its suppliers or customers.

         8.04. REMEDY. Billick acknowledges that Sections 8.01, 8.02 and 8.03
         hereof were negotiated at arms length and are required for the fair and
         reasonable protection of the Company. Nevertheless, if any aspect of
         these restrictions is found to be unreasonable or otherwise
         unenforceable by a court of competent jurisdiction, the Company and
         Billick intend for such restrictions to be modified by such court so as
         to be reasonable and enforceable and, as so modified by the court, to
         be fully enforced. Billick and the Company further acknowledge and
         agree that a breach of those obligations and agreements will result in
         irreparable and continuing damage to the Company for which there will
         be no adequate remedy at law and, therefore, Billick and the Company
         agree that in the event of any breach of said obligations and
         agreements the Company, and its successors and assigns, shall be
         entitled to injunctive relief and such other and further relief,
         including monetary damages, as is proper in the circumstances. It is
         further agreed that the running of the periods provided in Sections
         8.01 and 8.03 hereof shall be tolled during any period which Billick
         shall be adjudged to have been in violation of any of his obligations
         under such Sections.

9.       Withholding
         -----------

                  Anything to the contrary notwithstanding, all payments
         required to be made by the Company hereunder to Billick or his estate
         or beneficiaries, shall be subject to the withholding of such amounts,
         if any, relating to tax and other payroll deductions as the Company may
         reasonably determine it should withhold pursuant to any applicable law
         or regulation. In lieu of withholding such amounts, the Company may
         accept other provisions to the end that it has sufficient funds to pay
         all taxes required by law to be withheld in respect of such payments or
         any of them.

10.      Notices
         -------

                  All notices, requests, demands and other communications
         provided for by this Agreement shall be in writing and shall be
         sufficiently given if and when mailed in the continental United States
         by registered or certified mail or personally delivered to the party
         entitled thereto at the address stated herein or to such changed
         address as the addressee may have given by a similar notice:



                                       10
   13


                  To the Company:           Pioneer-Standard Electronics, Inc.
                                            6065 Parkland Boulevard
                                            Mayfield Heights, Ohio 44124
                                            Attention: Secretary or
                                                       Assistant Secretary

                  To Billick:               Steven M. Billick
                                            17281 Buckthorn Drive
                                            Chagrin Falls, Ohio 44023-1412

11.      General Provisions
         ------------------

         11.01 NO SET-OFF OR COUNTER CLAIM. There shall be no right of set-off
         or counter claim, in respect of any claim, debt or obligation, against
         payments to Billick, his dependents, beneficiaries or estate provided
         for in this Agreement.

         11.02 BENEFICIARY. No right or interest to or in any payments shall be
         assignable by Billick; provided, however, that this provision shall not
         preclude him from designating one or more beneficiaries to receive any
         amount that may be payable after his death and shall not preclude the
         legal representative of his estate from assigning any right hereunder
         to the person or persons entitled thereto under his will or, in the
         case of intestacy, to the person or persons entitled thereto under the
         laws of intestacy applicable to his estate. The term "beneficiaries" as
         used in this Agreement shall mean a beneficiary or beneficiaries so
         designated to receive any such amount or, if no beneficiary has been so
         designated, the legal representative of Billick's estate.

         11.03 ASSIGNMENT. No right, benefit or interest hereunder, shall be
         subject to anticipation, alienation, sale, assignment, encumbrance,
         charge, pledge, hypothecation, or set-off in respect of any claim, debt
         or obligation, or to execution, attachment, levy or similar process, or
         assignment by operation of law. Any attempt, voluntary or involuntary,
         to effect any action specified in the immediately preceding sentence
         shall, to the full extent permitted by law, be null, void and of no
         effect.

         11.04 LEGAL REPRESENTATIVE. In the event of Billick's death or a
         judicial determination of his incompetence, reference in this Agreement
         to Billick shall be deemed, where appropriate, to refer to his legal
         representative or, where appropriate, to his beneficiary or
         beneficiaries.

         11.05 HEADINGS. The titles to sections in this Agreement are intended
         solely for convenience and no provision of this Agreement is to be
         construed by reference to the title of any section.

         11.06 BINDING EFFECT. This Agreement shall be binding upon and shall
         inure to the benefit of (a) Billick and, subject to the provisions of
         Sections 11.02 and 11.03 hereof,




                                       11
   14


         his heirs and legal representatives, and (b) the Company and its
         successors as provided in Section 14 hereof.

         11.07 EXCISE TAX GROSS UP. Billick shall be entitled to a cash payment
         (the "Excise Tax Gross-Up Payment") equal to the amount of excise taxes
         which Billick is required to pay pursuant to Section 4999 of the
         Internal Revenue Code of 1986, as amended ("Code"), as a result of any
         parachute payments as defined in Section 280G(b)(2)made by or on behalf
         of the Company or any successor thereto, under this Agreement or
         otherwise, resulting in an "excess parachute payment" as defined in
         Section 280G(b)(1) of the Code. In addition to the foregoing, the
         Excise Tax Gross-Up Payment due to Billick under this Section 11.07
         shall be increased by the aggregate of the amount of federal, state and
         local income and excise taxes for which Billick will be liable on
         account of the Excise Tax Gross-Up Payment to be made under this
         Section 11.07, such that Billick will receive the Excise Tax Gross-Up
         Payment net of all income and excise taxes imposed on Billick on
         account of the receipt of the Excise Tax Gross-Up Payment. The
         computation of the Excise Tax Gross-Up Payment shall be determined, at
         the expense of the Company, by an independent accounting, actuarial or
         consulting firm selected by the Company. Such Excise Tax Gross-Up
         Payment shall be made at such time as the Company shall determine, in
         its sole discretion, but in no event later than the date five (5)
         business days before the due date, without regard to any extension, for
         filing Billick's federal income tax return for the calendar year for
         which it is determined that excise taxes are payable under Section 4999
         of the Code. Notwithstanding the foregoing, there shall be no
         duplication of payments by the Company under this Section 11.07 in
         respect of excise taxes under Section 4999 of the Code to the extent
         the Company is making payments in respect of such excise taxes under
         any other arrangement with Billick. In the event that Billick is
         ultimately assessed with excise taxes under Section 4999 of the Code
         which exceed the amount of excise taxes used in computing Billick's
         payment under this Section 11.07, the Company or its successor shall
         indemnify Billick for such additional excise taxes plus any additional
         excise taxes, income taxes, interest and penalties resulting from the
         additional excise taxes and the indemnity hereunder.

12.      Amendment or Modification; Waiver
         ---------------------------------

                  No provision of this Agreement may be amended or waived unless
         such amendment or waiver is authorized by the Board of Directors of the
         Company or the Compensation Committee thereof and is agreed to in
         writing, signed by Billick and by an officer of the Company thereunto
         duly authorized by either the Board of Directors or the Compensation
         Committee. Except as otherwise specifically provided in this Agreement,
         no waiver by either party hereto of any breach by the other party
         hereto of any condition or provision of this Agreement to be performed
         by such other party shall be deemed a waiver of a subsequent breach of
         such condition or provision or a waiver of a similar or dissimilar
         provision or condition at the same or at any prior or subsequent time.



                                       12
   15

13.      Severability
         ------------

                  In the event that any provision or portion of this Agreement
         shall be determined to be invalid or unenforceable for any reason, the
         remaining provisions and portions of this Agreement shall be unaffected
         thereby and shall remain in full force and effect to the fullest extent
         permitted by law.

14.      Successors to the Company
         -------------------------

                  Except as otherwise provided herein, this Agreement shall be
         binding upon and inure to the benefit of the Company and any successor
         of the Company, including, without limitation, any corporation which
         acquires directly or indirectly all or substantially all of the assets
         or capital stock of the Company whether by merger, consolidation, sale
         or otherwise (and such successor shall thereafter be deemed the Company
         for the purposes of this Agreement), but shall not otherwise be
         assignable by the Company.

15.      Operation of Agreement
         ----------------------

         15.01 EFFECTIVE DATE. This Agreement is effective April 24, 2000.

         15.02 CHANGE IN CONTROL. For the purpose of this Agreement, the term
         "Change in Control" of the Company shall mean a change in control of a
         nature that would be required to be reported in response to Item 6(e)
         of Schedule 14A of Regulation 14A promulgated under the Securities
         Exchange Act of 1934 as in effect on the date of this Agreement;
         provided that, without limitation, such a change in control shall be
         deemed to have occurred if and when (a) any "person" (as such term is
         used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of
         1934), excluding The Pioneer Stock Benefit Trust, any employee benefit
         plan of the Company, any trust established under any employee benefit
         plan of the Company, or any trustee of any trust established under any
         employee benefit plan of the Company, is or becomes a beneficial owner,
         directly or indirectly, of securities of the Company representing
         twenty percent (20%) or more of the combined voting power of the
         Company's then outstanding securities, or (b) during any period of
         twelve (12) consecutive months, commencing before or after the date of
         this Agreement, individuals who, at the beginning of such twelve (12)
         month period were directors of the Company for whom Billick, as a
         shareholder, shall have voted, cease for any reason to constitute at
         least a majority of the Board of Directors of the Company.

         15.03 GOOD REASON. For the purpose of this Agreement, "Good Reason"
         shall mean the occurrence of: (a) any reduction in Billick's position,
         authority or title; (b) any material reduction in Billick's
         responsibilities or duties for the Company; (c) any material adverse
         change or reduction in the aggregate perquisites, benefits and payments
         to which Billick is entitled pursuant to Sections 4.02 and 5.01 hereof;
         (d) any relocation of Billick's principal place of work with the
         Company to a location that exceeds by fifty (50) miles the distance
         from the location of his residence at the time of such relocation of
         Billick's principal place of work with the Company to 6065 Parkland
         Boulevard, Mayfield



                                       13
   16


         Heights, Ohio; or (e) the material breach or material default by the
         Company of any of its agreements or obligations under any provision of
         this Agreement, unless such breach or default is substantially cured
         within a reasonable period of time (hereby defined as thirty (30) days)
         after written notice advising the Company of the acts or omissions
         constituting such breach or default is actually received by the
         Company. As used in Section 15.03(c), an "adverse change or material
         reduction" in the aggregate perquisites, benefits and payments to which
         Billick is entitled pursuant to Sections 4.02 and 5.01 shall be deemed
         to result from any reduction or any series of reductions which, in the
         aggregate, exceeds five percent (5%) of the value of such perquisites,
         benefits and payments determined as of the date of this Agreement. If
         Billick claims the existence of a Good Reason, he shall give written
         notice to the Company of the event constituting Good Reason not later
         than ninety (90) days following the later to occur of the occurrence of
         the event (e.g., the actual reduction in compensation, the scheduled
         date of relocation or the date of the breach) constituting Good Reason
         or his actual knowledge thereof. If the event which Billick claims to
         be a Good Reason is not cured within thirty (30) days following the
         date of such notice, Billick must resign within ten (10) days following
         the thirty (30) day cure period in order to invoke his right to resign
         for Good Reason. If no such timely resignation occurs or no such timely
         written notices are given, Billick's right to resign for Good Reason
         with respect to such event shall be permanently waived.

16.      Enforcement Costs
         -----------------

                  The Company is aware that upon the occurrence of a Change in
         Control the Board of Directors or a shareholder of the Company may then
         cause or attempt to cause the Company to refuse to comply with its
         obligations under this Agreement, or may cause or attempt to cause the
         Company to institute, or may institute, litigation seeking to have this
         Agreement declared unenforceable, or may take, or attempt to take,
         other action to deny Billick the benefits intended under this
         Agreement. In these circumstances, the purpose of this Agreement could
         be frustrated. It is the intent of the Company that Billick not be
         required to incur the expenses associated with the enforcement of his
         rights under this Agreement by litigation or other legal action because
         the cost and expense thereof would substantially detract from the
         benefits intended to be extended to Billick hereunder, nor be bound to
         negotiate any settlement of his rights hereunder under threat of
         incurring such expenses. Accordingly, if following a Change in Control
         it should appear to Billick that the Company has failed to comply with
         any of its obligations under this Agreement or in the event that the
         Company or any other person takes any action to declare this Agreement
         void or unenforceable, or institutes any litigation or other legal
         action designed to deny, diminish or to recover from, Billick, the
         benefits intended to be provided to Billick hereunder, and that Billick
         has complied with all of his obligations under this Agreement, the
         Company irrevocably authorizes Billick from time to time to retain
         counsel of his choice at the expense of the Company as provided in this
         Section 16, to represent Billick in connection with the initiation or
         defense of any litigation or other legal action, whether by or against
         the Company or any Director, officer, shareholder or other person
         affiliated with the Company, in any jurisdiction. Notwithstanding any
         existing or prior attorney-client relationship between the Company and
         such counsel, the Company irrevocably consents to Billick entering into
         an attorney-client relationship with



                                       14
   17


         such counsel, and in that connection the Company and Billick agree that
         a confidential relationship shall exist between Billick and such
         counsel. The reasonable fees and expenses of counsel selected from time
         to time by Billick as herein provided shall be paid or reimbursed to
         Billick by the Company on a regular, periodic basis upon presentation
         by Billick of a statement or statements prepared by such counsel in
         accordance with its customary practices, up to a maximum aggregate
         amount of $500,000.

                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.


ATTEST:                              PIONEER-STANDARD ELECTRONICS, INC.


/s/ Nancy E. Hoyt                    /s/ James L. Bayman
- ---------------------                --------------------------------
                                     James L. Bayman, Chairman and Chief
                                     Executive Officer

ATTEST:

/s/ Nancy E. Hoyt                    /s/ Steven M. Billick
- ---------------------                -------------------------------------
                                     Steven M. Billick



                                       15

EX-10.4

   1
                                                                   Exhibit 10.4
                           FIVE-YEAR CREDIT AGREEMENT

                         DATED AS OF SEPTEMBER 15, 2000

                                      AMONG

                       PIONEER-STANDARD ELECTRONICS, INC.,

                        THE FOREIGN SUBSIDIARY BORROWERS,

                                  THE LENDERS,

                                       AND

                               BANK ONE, MICHIGAN

                                    AS AGENT

                         BANC ONE CAPITAL MARKETS, INC.

                     AS LEAD ARRANGER AND SOLE BOOK RUNNER,

               KEYBANK NATIONAL ASSOCIATION, AS SYNDICATION AGENT,

                                       AND

                   ABN AMRO BANK N.V., AS DOCUMENTATION AGENT


   2


                                TABLE OF CONTENTS



                                                                                                             
ARTICLE  I    DEFINITIONS.............................................................................................. 1
ARTICLE II.   THE CREDITS..............................................................................................15
         2.1.     Commitment...........................................................................................15
         2.2.     Required Payments; Termination.......................................................................16
         2.3.     Ratable Loans........................................................................................16
         2.4.     Types of Advances....................................................................................16
         2.5.     Swing Line Loans.....................................................................................16
         2.6.     Facility Fee; Reductions and Increases in Aggregate Commitment.......................................17
         2.7.     Minimum Amount of Each Advance.......................................................................18
         2.8.     Optional Principal Payments..........................................................................19
         2.9.     Method of Selecting Types and Interest Periods for New Advances......................................19
         2.10.    Conversion and Continuation of Outstanding Advances..................................................19
         2.11.    Changes in Interest Rate, etc........................................................................20
         2.12.    Rates Applicable After Default.......................................................................20
         2.13.    Method of Payment....................................................................................20
         2.14.    Noteless Agreement; Evidence of Indebtedness.........................................................21
         2.15.    Telephonic Notices...................................................................................22
         2.16.    Interest Payment Dates; Interest and Fee Basis.......................................................22
         2.17.    Notification of Advances, Interest Rates, Prepayments and Commitment Reductions......................22
         2.18.    Lending Installations................................................................................22
         2.19.    Non-Receipt of Funds by the Agent....................................................................22
         2.20.    Facility LCs.........................................................................................23
       2.20.1.    Issuance.............................................................................................23
       2.20.2.    Participations.......................................................................................23
       2.20.3.    Notice...............................................................................................23
       2.20.4.    Fees.................................................................................................23
       2.20.5.    Administration; Reimbursement by Lenders.............................................................24
       2.20.6.    Reimbursement........................................................................................24
       2.20.7.    Obligations Absolute.................................................................................25
       2.20.8.    Actions of LC Issuer.................................................................................25
      2.20.09.    Indemnification......................................................................................25
      2.20.10.    Lenders' Indemnification.............................................................................26
      2.20.11.    Facility LC Collateral Account.......................................................................26
      2.20.12.    Rights as a Lender...................................................................................26
         2.21.    Extension of Facility Termination Date...............................................................26
         2.22.    Replacement of Lender................................................................................27
         2.23.    Judgment Currency....................................................................................27


ARTICLE III.   YIELD PROTECTION; TAXES.................................................................................28
         3.1.     Yield Protection.....................................................................................28
         3.2.     Changes in Capital Adequacy Regulations..............................................................29
         3.3.     Availability of Types of Advances....................................................................29


                                        i


   3




                                                                                                             

         3.4.     Funding Indemnification..............................................................................29
         3.5.     Taxes................................................................................................30
         3.6.     Lender Statements; Survival of Indemnity.............................................................31


ARTICLE IV.   CONDITIONS PRECEDENT.....................................................................................31
         4.1.     Initial Credit Extension.............................................................................32
         4.2.     Each Credit Extension................................................................................32


ARTICLE V.   REPRESENTATIONS AND WARRANTIES............................................................................33
         5.1.     Existence and Standing...............................................................................33
         5.2.     Authorization and Validity...........................................................................33
         5.3.     No Conflict; Government Consent......................................................................33
         5.4.     Financial Statements.................................................................................34
         5.5.     Material Adverse Change..............................................................................34
         5.6.     Taxes................................................................................................34
         5.7.     Litigation and Contingent Obligations................................................................34
         5.8.     Subsidiaries.........................................................................................34
         5.9.     ERISA............................................................................................... 34
         5.10.    Accuracy of Information..............................................................................35
         5.11.    Regulations T, U and X...............................................................................35
         5.12.    Material Agreements..................................................................................35
         5.13.    Compliance With Laws.................................................................................35
         5.14.    Ownership of Properties..............................................................................35
         5.15.    Plan Assets; Prohibited Transactions.................................................................35
         5.16.    Environmental Matters................................................................................35
         5.17.    Investment Company Act...............................................................................36
         5.18.    Public Utility Holding Company Act...................................................................36


ARTICLE VI.   COVENANTS................................................................................................36
         6.1.     Financial Reporting..................................................................................36
         6.2.     Use of Proceeds......................................................................................37
         6.3.     Notice of Default....................................................................................37
         6.4.     Conduct of Business..................................................................................37
         6.5.     Taxes  ..............................................................................................38
         6.6.     Insurance............................................................................................38
         6.7.     Compliance with Laws.................................................................................38
         6.8.     Maintenance of Properties............................................................................38
         6.9.     Inspection...........................................................................................38
         6.10.    Indebtedness.........................................................................................38
         6.11.    Merger...............................................................................................39
         6.12.    Sale of Assets.......................................................................................39
         6.13.    Investments and Acquisitions.........................................................................40
         6.14.    Liens................................................................................................41
         6.15.    Affiliates...........................................................................................42
         6.16.    Financial Contracts..................................................................................42
         6.17.    Financial Covenants..................................................................................42
       6.17.1.    Fixed Charge Coverage Ratio..........................................................................42



                                       ii

   4




                                                                                                             

       6.17.2.    Leverage Ratio.......................................................................................42
       6.17.3.    Minimum Net Worth....................................................................................43
         6.18.    Guaranties...........................................................................................43
         6.19.    Other Indebtedness...................................................................................43



ARTICLE VII.   DEFAULTS................................................................................................44


ARTICLE VIII.   ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES.........................................................46
         8.1.     Acceleration; Facility LC Collateral Account.........................................................46
         8.2.     Amendments...........................................................................................47
         8.3.     Preservation of Rights...............................................................................48


ARTICLE IX.  GENERAL PROVISIONS........................................................................................49
         9.1.     Survival of Representations..........................................................................49
         9.2.     Governmental Regulation..............................................................................49
         9.3.     Headings.............................................................................................49
         9.4.     Entire Agreement.....................................................................................49
         9.5.     Several Obligations; Benefits of this Agreement......................................................49
         9.6.     Expenses; Indemnification............................................................................49
         9.7.     Numbers of Documents.................................................................................50
         9.8.     Accounting...........................................................................................50
         9.9.     Severability of Provisions...........................................................................51
         9.10.    Nonliability of Lenders..............................................................................51
         9.11.    Confidentiality......................................................................................51
         9.12.    Nonreliance..........................................................................................51
         9.13.    Disclosure...........................................................................................51


ARTICLE X.  THE AGENT..................................................................................................51
         10.1.    Appointment; Nature of Relationship..................................................................51
         10.2.    Powers...............................................................................................52
         10.3.    General Immunity.....................................................................................52
         10.4.    No Responsibility for Loans, Recitals, etc...........................................................52
         10.5.    Action on Instructions of Lenders....................................................................52
         10.6.    Employment of Agents and Counsel.....................................................................53
         10.7.    Reliance on Documents; Counsel.......................................................................53
         10.8.    Agent's Reimbursement and Indemnification............................................................53
         10.9.    Notice of Default....................................................................................53
         10.10.   Rights as a Lender...................................................................................53
         10.11.   Lender Credit Decision...............................................................................54
         10.12.   Successor Agent......................................................................................54
         10.13.   Agent and Arranger Fees..............................................................................54
         10.14.   Delegation to Affiliates.............................................................................55
         10.15.   Co-Agents, Documentation Agent, Syndication Agent, etc...............................................55


                                      iii
   5



                                                                                                             


ARTICLE XI.  SETOFF; RATABLE PAYMENTS..................................................................................55
         11.1.    Setoff ..............................................................................................55
         11.2.    Ratable Payments.....................................................................................55


ARTICLE XII.   BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS.......................................................55
         12.1.    Successors and Assigns...............................................................................55
         12.2.    Participations.......................................................................................56
                  12.2.1.     Permitted Participants; Effect...........................................................56
                  12.2.2.     Voting Rights............................................................................56
                  12.2.3.     Benefit of Setoff........................................................................56
         12.3.    Assignments..........................................................................................57
                  12.3.1.     Permitted Assignments....................................................................57
                  12.3.2.     Effect; Effective Date...................................................................57
         12.4.    Dissemination of Information.........................................................................57
         12.5.    Tax Treatment........................................................................................58


ARTICLE XIII.   NOTICES................................................................................................58
         13.1.    Notices..............................................................................................58
         13.2.    Change of Address....................................................................................58


ARTICLE XIV.  COUNTERPARTS.............................................................................................58


ARTICLE XV.   CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.............................................59
         15.1.    CHOICE OF LAW........................................................................................59
         15.2.    CONSENT TO JURISDICTION..............................................................................59
         15.3.    WAIVER OF JURY TRIAL.................................................................................59


PRICING SCHEDULE.......................................................................................................75


EXHIBIT A.   FORM OF OPINION...........................................................................................77


EXHIBIT B.   COMPLIANCE CERTIFICATE....................................................................................79


EXHIBIT C.   ASSIGNMENT AGREEMENT......................................................................................81


EXHIBIT D.   LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION............................................................99


EXHIBIT E.   NOTE        ..............................................................................................90


SCHEDULE 1.   SUBSIDIARIES AND OTHER INVESTMENTS.......................................................................92




                                       iv


   6



                                                                                                             


SCHEDULE 2.   INDEBTEDNESS AND LIENS...................................................................................93




                                       v




   7





                           FIVE-YEAR CREDIT AGREEMENT

         This Five-Year Credit Agreement, dated as of September 15, 2000, is
among Pioneer-Standard Electronics, Inc., an Ohio corporation, the Foreign
Subsidiary Borrowers, the Lenders and Bank One, Michigan, a Michigan banking
corporation having its principal office in Detroit, Michigan, as LC Issuer and
as Agent. The parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS
                                   -----------

         As used in this Agreement:

         "Acquisition" means any transaction, or any series of related
transactions, consummated on or after the date of this Agreement, by which the
Borrower or any of its Subsidiaries (i) acquires any ongoing business or all or
substantially all of the assets of any firm, corporation or limited liability
company, or division thereof, whether through purchase of assets, merger or
otherwise or (ii) directly or indirectly acquires (in one transaction or as the
most recent transaction in a series of transactions) at least a majority (in
number of votes) of the securities of a corporation which have ordinary voting
power for the election of directors (other than securities having such power
only by reason of the happening of a contingency) or a majority (by percentage
or voting power) of the outstanding ownership interests of a partnership or
limited liability company.

         "Advance" means a borrowing hereunder, (i) made by some or all of the
Lenders on the same Borrowing Date, or (ii) converted or continued by the
Lenders on the same date of conversion or continuation, consisting, in either
case, of the aggregate amount of the several Loans of the same Type and, in the
case of Eurodollar Loans, for the same Interest Period. The term "Advance" shall
include Swing Line Loans unless otherwise expressly provided.

         "Affected Lender" is defined in Section 2.22.

         "Affiliate" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person owns 10% or
more of any class of voting securities (or other ownership interests) of the
controlled Person or possesses, directly or indirectly, the power to direct or
cause the direction of the management or policies of the controlled Person,
whether through ownership of Capital Stock, by contract or otherwise.

         "Agent" means Bank One in its capacity as contractual representative of
the Lenders pursuant to Article X, and not in its individual capacity as a
Lender, and any successor Agent appointed pursuant to Article X.

         "Aggregate Commitment" means the aggregate of the Commitments of all
the Lenders, as increased or reduced from time to time pursuant to the terms
hereof.

         "Aggregate Outstanding Credit Exposure" means, at any time, the
aggregate of the Outstanding

   8

Credit Exposure of all the Lenders.

         "Agreement" means this Five-Year Credit Agreement, as it may be
amended or modified and in effect from time to time.

         "Agreement Accounting Principles" means generally accepted accounting
principles as in effect from time to time, applied in a manner consistent with
that used in preparing the financial statements referred to in Section 5.4.

         "Agreed Currencies" means Dollars and any Eligible Currencies.

         "Agreement for Inventory Purchases" means that certain Agreement for
Inventory Financing (Unsecured), dated as of March 31, 1998, by and between IBM
Credit Corporation and Borrower, as amended or modified from time to time.

         "Alternate Base Rate" means, for any day, a rate of interest per annum
equal to the higher of (i) the Prime Rate for such day and (ii) the sum of the
Federal Funds Effective Rate for such day plus 1/2% per annum.

     "Applicable Fee Rate" means, at any time, the percentage rate per annum at
which Facility Fees are accruing on the Aggregate Commitment (without regard to
usage) at such time as set forth in the Pricing Schedule.

         "Applicable Margin" means, with respect to Advances of any Type at any
time, the percentage rate per annum which is applicable at such time with
respect to Advances of such Type as set forth in the Pricing Schedule.

         "Arranger" means Banc One Capital Markets, Inc., a Delaware
corporation, and its successors, in its capacity as Lead Arranger and Sole Book
Runner.

         "Article" means an article of this Agreement unless another document is
specifically referenced.

         "Authorized Officer" means any of the president, the chief executive
officer or the chief financial officer of the Borrower or any other person
designated in writing by the president, the chief executive officer or the chief
financial officer of the Borrower to act as an Authorized Officer in connection
herewith, acting singly.

         "Available Aggregate Commitment" means, at any time, the Aggregate
Commitment then in effect minus the Aggregate Outstanding Credit Exposure at
such time.

         "Bank One" means Bank One, Michigan, a Michigan banking corporation
having its principal office in Detroit, Michigan, in its individual capacity,
and its successors.

         "Board of Directors" means:

         (1) with respect to a corporation, the board of directors of the
corporation;

         (2) with respect to a partnership, the Board of Directors of the
general partner of the partnership; and

                                      2
   9


         (3) with respect to any other Person, the board or committee or manager
of such Person serving a similar function.

         "Borrower" means Pioneer-Standard Electronics, Inc., an Ohio
corporation, and its permitted successors and assigns.

         "Borrowers" means the Borrower and the Foreign Subsidiary Borrowers.

         "Borrowing Base" means, at any time, an amount equal to the difference
of:

         (a) the sum of (i) 85% of Eligible Accounts Receivable plus (ii) the
lesser of (y) 50% of Eligible Inventory or (z) $175,000,000, minus

         (b) an amount equal to: (i) the aggregate outstanding principal balance
of all loans under the 364-Day Credit Agreement; plus (ii) the aggregate
outstanding principal amount of the Senior Unsecured Notes; minus (iii) the
aggregate amount of cash balances of the Borrower and its Subsidiaries at such
time.

For purposes of this definition, the amount of all Eligible Inventory and
Eligible Accounts Receivable shall be expressed as the Dollar Amount thereof.

         "Borrowing Base Certificate" means a borrowing base certificate in a
form approved by the Agent from time to time.

         "Borrowing Date" means a date on which an Advance is made hereunder.

         "Borrowing Notice" is defined in Section 2.8.

         "Business Day" means (i) with respect to any borrowing, payment or rate
selection of Eurodollar Advances, a day (other than a Saturday or Sunday) on
which banks generally are open in Detroit and New York for the conduct of
substantially all of their commercial lending activities, interbank wire
transfers can be made on the Fedwire system and dealings in United States
dollars are carried on in the London interbank market and (ii) for all other
purposes, a day (other than a Saturday or Sunday) on which banks generally are
open in Detroit for the conduct of substantially all of their commercial lending
activities and interbank wire transfers can be made on the Fedwire system.

         "Capital Expenditures" means, without duplication, any expenditures for
any purchase or other acquisition of any asset which would be classified as a
fixed or capital asset on a consolidated balance sheet of the Borrower and its
Subsidiaries prepared in accordance with Agreement Accounting Principles.

         "Capital Stock" means (i) in the case of any corporation, all capital
stock and any securities exchangeable for or convertible into capital stock and
any warrants, rights or other options to purchase or otherwise acquire capital
stock or such securities or any other form of equity securities, (ii) in the
case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate
stock, (iii) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited) and (iv) any
other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing
Person.


                                       3


   10


         "Capitalized Lease" of a Person means any lease of Property by such
Person as lessee which would be capitalized on a balance sheet of such Person
prepared in accordance with Agreement Accounting Principles.

         "Capitalized Lease Obligations" of a Person means the amount of the
obligations of such Person under Capitalized Leases which would be shown as a
liability on a balance sheet of such Person prepared in accordance with
Agreement Accounting Principles.

         "Cash Equivalent Investments" means (i) short-term obligations of, or
fully guaranteed by, the United States of America, (ii) commercial paper rated
A-2 or better by S&P or P-2 or better by Moody's, (iii) demand deposit accounts
maintained in the ordinary course of business, and (iv) certificates of deposit
issued by and time deposits with commercial banks (whether domestic or foreign)
having capital and surplus in excess of $100,000,000; provided in each case that
the same provides for payment of both principal and interest (and not principal
alone or interest alone) and is not subject to any contingency regarding the
payment of principal or interest.

         "Change in Control" means the occurrence of either of the following:
(i) the acquisition by any Person, or two or more Persons acting in concert, of
beneficial ownership (within the meaning of Rule 13d-3 of the Securities and
Exchange Commission under the Securities Exchange Act of 1934) of 30% or more of
the outstanding shares of voting Capital Stock of the Borrower; or (ii) the
first day on which a majority of the members of the Board of Directors of the
Borrower are not Continuing Directors.

         "Code" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time.

         "Collateral Shortfall Amount" is defined in Section 8.1.

         "Commitment" means, for each Lender, the obligation of such Lender to
make Revolving Loans to, and participate in Facility LCs issued upon the
application of, the Borrower and to participate in Swing Line Loans made to a
Borrower, in an aggregate amount not exceeding the amount set forth opposite its
signature below, as it may be modified as a result of any assignment that has
become effective pursuant to Section 12.3.2 or as otherwise modified from time
to time pursuant to the terms hereof.

         "Consolidated Capital Expenditures" means, with reference to any
period, the Capital Expenditures of the Borrower and its Subsidiaries calculated
on a consolidated basis for such period.

         "Consolidated Debt" means at any time the Indebtedness of the Borrower
and its Subsidiaries calculated on a consolidated basis as of such time,
excluding Indebtedness outstanding under the Agreement for Inventory Purchases
and the Convertible Debentures.

         "Consolidated EBITDA" means (a) Consolidated Net Income, plus (b) to
the extent deducted in determining such Consolidated Net Income, Consolidated
Interest Expense, income taxes and depreciation and amortization expense, MINUS
(c) to the extent included in determining such Consolidated Net Income, each of
the following, without duplication: (i) the income of any Person (other than a
Wholly-Owned Subsidiary of the Borrower) in which any Person other than the
Borrower or any of its Subsidiaries has a joint interest or a partnership
interest or other ownership interest, except to the extent of the amount of
dividends or other distributions actually paid to the Borrower or any of its
Subsidiaries by such Person during such period, (ii) gains (or plus non-cash
losses) from the sale, exchange, transfer or other disposition of property or
assets of the Borrower and its Subsidiaries, and related tax effects in
accordance with

                                       4

   11

Agreement Accounting Principles, (iii) any other extraordinary, unusual or
non-recurring gains or other income (or plus other extraordinary, unusual or
non-recurring non-cash losses) not from the continuing operations of the
Borrower or its Subsidiaries, and related tax effects in accordance with
Agreement Accounting Principles and (iv) the income of any Subsidiary of the
Borrower to the extent that the declaration or payment of dividends or similar
distributions by that Subsidiary of that income is not at the time permitted by
operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation applicable to that
Subsidiary.

         "Consolidated Interest Expense" means, with reference to any period,
the interest expense of the Borrower and its Subsidiaries calculated on a
consolidated basis for such period, excluding any interest expense attributable
solely to the Convertible Debentures.

         "Consolidated Net Income" means, with reference to any period, the net
income (or loss) of the Borrower and its Subsidiaries calculated on a
consolidated basis for such period.

         "Consolidated Net Worth" means at any time the consolidated
stockholders' equity of the Borrower and its Subsidiaries plus, without
duplication, the aggregate outstanding principal amount of the Convertible
Debentures, all as calculated on a consolidated basis as of such time and
excluding foreign currency translation adjustments.

         "Consolidated Rentals" means, with reference to any period, the Rentals
of the Borrower and its Subsidiaries calculated on a consolidated basis for such
period.

         "Consolidated Tangible Net Worth" means, as of any date, the difference
of (i) Consolidated Net Worth, minus (ii) to the extent included in determining
the amount under the foregoing clause (i), the net book value of goodwill, cost
in excess of fair value of net assets acquired, patents, trademarks, tradenames
and copyrights, treasury stock and all other assets which are deemed intangible
assets under Agreement Accounting Principles.

         "Contingent Obligation" of a Person means any agreement, undertaking or
arrangement by which such Person assumes, guarantees, endorses, contingently
agrees to purchase or provide funds for the payment of, or otherwise becomes or
is contingently liable upon, the obligation or liability of any other Person, or
agrees to maintain the net worth or working capital or other financial condition
of any other Person, or otherwise assures any creditor of such other Person
against loss, including, without limitation, any comfort letter, operating
agreement, take-or-pay contract or the obligations of any such Person as general
partner of a partnership with respect to the liabilities of the partnership.

         "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors of the Borrower who:

         (1) was a member of such Board of Directors on the date of this
Agreement; or

         (2) was nominated for election to such Board of Directors with the
approval of a majority of the Continuing Directors who were members of such
Board at the time of such nomination or election.

         "Controlled Group" means all members of a controlled group of
corporations or other business entities and all trades or businesses (whether or
not incorporated) under common control which, together with the Borrower or any
of its Subsidiaries, are treated as a single employer under Section 414 of the
Code.

                                       5

   12

         "Conversion/Continuation Notice" is defined in Section 2.9.

         "Convertible Debentures" means the Series A 6 3/4% Junior Convertible
Subordinated Debentures of Borrower, due March 31, 2028, issued in an aggregate
original principal amount of up to $150,000,000, under that certain Junior
Subordinated Indenture, dated as of March 23, 1998, of Borrower to Wilmington
Trust Company, as trustee, as supplemented by that certain First Supplemental
Indenture, dated as of March 23, 1998, of Borrower to Wilmington Trust Company,
as trustee.

         "Credit Extension" means the making of an Advance or the issuance of a
Facility LC hereunder.

         "Credit Extension Date" means the Borrowing Date for an Advance or the
issuance date for a Facility LC.

         "Default" means an event described in Article VII.

         "Defaulting Lender" means any Lender that (i) on any Borrowing Date
fails to make available to the Agent such Lender's Loans required to be made to
the Borrower on such Borrowing Date, (ii) shall not have made a payment to the
Agent required under this Agreement or (iii) shall not have made a payment to
the LC Issuer or the Swing Line Lender required under this Agreement. Once a
Lender becomes a Defaulting Lender, such Lender shall continue as a Defaulting
Lender until such time as such Defaulting Lender makes available to the Agent,
the amount of such Defaulting Lender's Loans and to the LC Issuer and the Swing
Line Lender, such payments requested by the LC Issuer and by the Swing Line
Lender together with all other amounts required to be paid to the Agent and/or
the LC Issuer and/or the Swing Line Lender pursuant to this Agreement.

         "Dollar Amount" of any currency at any date shall mean (i) the amount
of such currency if such currency is Dollars or (ii) the equivalent in such
currency of such amount of Dollars if such currency is any currency other than
Dollars, calculated on the basis of the arithmetical mean of the buy and sell
spot rates of exchange of the Agent for such currency on the London market at
11:00 a.m., London time, on such date.

         "Dollars" and "$" shall mean the lawful currency of the United States
of America.

         "Domestic Subsidiary" means each present and future Subsidiary of the
Borrower which is not a Foreign Subsidiary.

         "Eligible Accounts Receivable" means, as of any date, those accounts
receivable of the Borrower and its Subsidiaries, on a consolidated basis, valued
at the face amount thereof less, without duplication, such reserves as may be
established by the Borrower or on the books and records of the Borrower and less
such reserves as the Agent elects to establish in its reasonable credit
judgment; but shall not include any such account receivable that for any other
reason is at any time deemed by the Agent to be ineligible in its reasonable
credit judgment.

         "Eligible Currency" means any currency other than Dollars (i) that is
readily available, (ii) that is freely traded, (iii) in which deposits are
customarily offered to banks in the London interbank market, (iv) which is
convertible into Dollars in the international interbank market, (v) as to which
an Equivalent Amount may be readily calculated and (vi) as to which the Swing
Line Lender has agreed may be an Eligible Currency. If, after the designation by
the Swing Line Lender of any currency as an Eligible Currency, (x) currency
control or other exchange regulations are imposed in the country in which such
currency is issued with the result that different types of such currency are
introduced, (y) such currency


                                       6

   13

is, in the determination of the Swing Line Lender, no longer readily available
or freely traded or (z) in the determination of the Swing Line Lender,
an Equivalent Amount of such currency is not readily calculable, the Swing Line
Lender shall promptly notify the Borrowers, and such currency shall no longer be
an Eligible Currency until such time as the Swing Line Lender agrees to
reinstate such currency as an Eligible Currency and promptly, but in any event
within five Business Days of receipt of such notice from the Swing Line Lender,
the relevant Borrower shall repay all Swing Line Loans in such affected currency
or convert such Loans into Loans in Dollars or another Eligible Currency,
subject to the other terms set forth in Article II.

         "Eligible Inventory" means, as of any date, that inventory (including
raw materials, work in process and finished goods) of the Borrower and its
Subsidiaries, on a consolidated basis, less, without duplication, such reserves
as may be established by the Borrower or on its books and records and less such
reserves as the Agent elects to establish in its reasonable credit judgment; but
shall not include any such inventory (a) that does not constitute inventory
readily salable or usable in the business of the Borrower or any Subsidiary, (b)
that bears a trademark or trade name of International Business Machines
Corporation or is otherwise purchased or financed under the Agreement for
Inventory Purchases or (c) that for any other reason is at any time deemed by
the Agent to be ineligible in its reasonable credit judgment.

         "Environmental Laws" means any and all federal, state, local and
foreign statutes, laws, judicial decisions, regulations, ordinances, rules,
judgments, orders, decrees, plans, injunctions, permits, concessions, grants,
franchises, licenses, agreements and other governmental restrictions relating to
(i) the protection of the environment, (ii) the effect of the environment on
human health, (iii) emissions, discharges or releases of pollutants,
contaminants, hazardous substances or wastes into surface water, ground water or
land, or (iv) the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of pollutants, contaminants, hazardous
substances or wastes or the clean-up or other remediation thereof.

         "Equivalent Amount" of any currency with respect to any amount of
Dollars at any date shall mean the equivalent in such currency of such amount of
Dollars, calculated on the basis of the arithmetical mean of the buy and sell
spot rates of exchange of the Agent for such other currency at 11:00 a.m.,
London time, on the date on or as of which such amount is to be determined.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any rule or regulation issued thereunder.

         "Eurodollar Advance" means an Advance which, except as otherwise
provided in Section 2.12, bears interest at the applicable Eurodollar Rate.

         "Eurodollar Base Rate" means, with respect to a Eurodollar Advance for
the relevant Interest Period, the applicable British Bankers' Association
Interest Settlement Rate for deposits in U.S. dollars appearing on Reuters
Screen FRBD as of 11:00 a.m. (London time) two Business Days prior to the first
day of such Interest Period, and having a maturity equal to such Interest
Period, provided that, (i) if Reuters Screen FRBD is not available to the Agent
for any reason, the applicable Eurodollar Base Rate for the relevant Interest
Period shall instead be the applicable British Bankers' Association Interest
Settlement Rate for deposits in U.S. dollars as reported by any other generally
recognized financial information service as of 11:00 a.m. (London time) two
Business Days prior to the first day of such Interest Period, and having a
maturity equal to such Interest Period, and (ii) if no such British Bankers'
Association Interest Settlement Rate is available to the Agent, the applicable
Eurodollar Base Rate for the relevant Interest Period shall instead be the rate
determined by the Agent to be the rate at which Bank


                                       7

   14



One or one of its Affiliate banks offers to place deposits in U.S.
dollars with first-class banks in the London interbank market at approximately
11:00 a.m. (London time) two Business Days prior to the first day of such
Interest Period, in the approximate amount of Bank One's relevant Eurodollar
Loan and having a maturity equal to such Interest Period.

         "Eurodollar Loan" means a Loan which, except as otherwise provided in
Section 2.12, bears interest at the applicable Eurodollar Rate.

         "Eurodollar Rate" means, with respect to a Eurodollar Advance for the
relevant Interest Period, the sum of (i) the quotient of (a) the Eurodollar Base
Rate applicable to such Interest Period, divided by (b) one minus the Reserve
Requirement (expressed as a decimal) applicable to such Interest Period, plus
(ii) the Applicable Margin.

         "Excluded Taxes" means, in the case of each Lender or applicable
Lending Installation and the Agent, taxes imposed on its overall net income, and
franchise taxes imposed on it, by (i) the jurisdiction under the laws of which
such Lender or the Agent is incorporated or organized or (ii) the jurisdiction
in which the Agent's or such Lender's principal executive office or such
Lender's applicable Lending Installation is located.

         "Exhibit" refers to an exhibit to this Agreement, unless another
document is specifically referenced.

         "Extension Request" is defined in Section 2.21.

         "Facility LC" is defined in Section 2.20.1.

         "Facility LC Application" is defined in Section 2.20.3.

         "Facility LC Collateral Account" is defined in Section 2.20.11.

         "Facility Termination Date" means September 15, 2005 or any later date
as may be specified as the Facility Termination Date in accordance with Section
2.21 or any earlier date on which the Aggregate Commitment is reduced to zero or
otherwise terminated pursuant to the terms hereof.

         "Federal Funds Effective Rate" means, for any day, an interest rate per
annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations at approximately 10:00 a.m. (Detroit
time) on such day on such transactions received by the Agent from three Federal
funds brokers of recognized standing selected by the Agent in its sole
discretion.

         "Financial Contract" of a Person means (i) any exchange-traded or
over-the-counter futures, forward, swap or option contract or other financial
instrument with similar characteristics or (ii) any Rate Management Transaction.

         "Floating Rate" means, for any day, a rate per annum equal to (i) the
Alternate Base Rate for such day plus (ii) the Applicable Margin, in each case
changing when and as the Alternate Base Rate changes.

                                       8

   15

         "Floating Rate Advance" means an Advance which, except as otherwise
provided in Section 2.12, bears interest at the Floating Rate.

         "Floating Rate Loan" means a Loan which, except as otherwise provided
in Section 2.12, bears interest at the Floating Rate.

         "Foreign Subsidiary" means each Subsidiary organized under the laws of
a jurisdiction outside of the United States.

         "Foreign Subsidiary Borrower" means each Foreign Subsidiary designated
as a Foreign Subsidiary Borrower hereunder from time to time in accordance with
Section 8.2.

         "Guarantor" means, with respect to any Obligation of any Foreign
Subsidiary Borrower, the Borrower and, with respect to any Obligation of the
Borrower, any Subsidiary, if any, of the Borrower required to execute a Guaranty
at any time pursuant to Section 6.18.

         "Guaranty" means each guaranty executed by a Guarantor in favor of the
Agent, for the ratable benefit of the Lenders, pursuant to the Agreement an in
form and substance satisfactory to the Agent, as they may be amended or modified
and in effect from time to time.

         "Indebtedness" of a Person means such Person's (i) any obligation for
borrowed money or other financial accommodation which in accordance with
Agreement Accounting Principles would be shown as a liability on the
consolidated balance sheet of such Person, and including without limitation the
amount outstanding under the Agreement for Inventory Purchases, the Convertible
Debenture and the Senior Unsecured Notes, obligations representing the deferred
purchase price of Property or services (other than accounts payable arising in
the ordinary course of such Person's business payable on terms customary in the
trade), obligations, whether or not assumed, secured by Liens or payable out of
the proceeds or production from Property now or hereafter owned or acquired by
such Person, obligations which are evidenced by notes, acceptances or other
instruments, obligations of such Person to purchase securities or other Property
arising out of or in connection with the sale of the same or substantially
similar securities or Property, and Capitalized Lease Obligations, (ii)
Off-Balance Sheet Liabilities, and (iii) Contingent Obligations with respect to
any of the foregoing.

         "Interest Period" means, with respect to a Eurodollar Advance, a period
of one, two, three or six months commencing on a Business Day selected by the
Borrower pursuant to this Agreement. Such Interest Period shall end on the day
which corresponds numerically to such date one, two, three or six months
thereafter, provided, however, that if there is no such numerically
corresponding day in such next, second, third or sixth succeeding month, such
Interest Period shall end on the last Business Day of such next, second, third
or sixth succeeding month. If an Interest Period would otherwise end on a day
which is not a Business Day, such Interest Period shall end on the next
succeeding Business Day, provided, however, that if said next succeeding
Business Day falls in a new calendar month, such Interest Period shall end on
the immediately preceding Business Day.

         "Investment" of a Person means any loan, advance (other than
commission, travel and similar advances to officers and employees made in the
ordinary course of business), extension of credit (other than accounts
receivable arising in the ordinary course of business on terms customary in the
trade) or contribution of capital by such Person; stocks, bonds, mutual funds,
partnership interests, notes, debentures or other securities owned by such
Person; any deposit accounts and certificate of deposit

                                       9
   16




owned by such Person; and structured notes, derivative financial instruments
and other similar instruments or contracts owned by such Person.

         "LC Fee" is defined in Section 2.20.4.

         "LC Issuer" means Bank One (or any subsidiary or affiliate of Bank One
designated by Bank One) in its capacity as issuer of Facility LCs hereunder.

         "LC Obligations" means, at any time, the sum, without duplication, of
(i) the aggregate undrawn stated amount under all Facility LCs outstanding at
such time plus (ii) the aggregate unpaid amount at such time of all
Reimbursement Obligations.

         "LC Payment Date" is defined in Section 2.20.5.

         "Lenders" means the lending institutions listed on the signature pages
of this Agreement and their respective successors and assigns. Unless otherwise
specified, the term "Lenders" includes Bank One in its capacity as Swing Line
Lender.

         "Lending Installation" means, with respect to a Lender or the Agent,
the office, branch, subsidiary or affiliate of such Lender or the Agent listed
on the signature pages hereof or on a Schedule or otherwise selected by such
Lender or the Agent pursuant to Section 2.18.

         "Letter of Credit" of a Person means a letter of credit or similar
instrument which is issued upon the application of such Person or upon which
such Person is an account party or for which such Person is in any way liable.

         "Leverage Ratio" means, as of any date of calculation, the ratio of (i)
Consolidated Debt outstanding on such date to (ii) Consolidated EBITDA for the
Borrower's then most-recently ended four fiscal quarters.

         "Lien" means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including, without limitation, the interest of a vendor or
lessor under any conditional sale, Capitalized Lease or other title retention
agreement).

         "Loan" means a Revolving Loan or a Swing Line Loan.

         "Loan Documents" means this Agreement, the Facility LC Applications,
the Guaranty, any Notes issued pursuant to Section 2.14, any Pledge Agreements
and any other agreement or document executed in connection with any of the
foregoing.

         "Margin Stock" means "margin stock" as defined in Regulations U or X or
"marginable OTC stock" or "foreign margin stock" within the meaning of
Regulation T.

         "Material Adverse Effect" means a material adverse effect on (i) the
business, Property, condition (financial or otherwise), results of operations,
or prospects of the Borrower and its Subsidiaries taken as a whole, (ii) the
ability of any Borrower to perform its obligations under the Loan Documents, or
(iii) the validity or enforceability of any of the Loan Documents or the rights
or remedies of the Agent, the LC Issuer or the Lenders thereunder.


                                       10

   17


         "Material Indebtedness" is defined in Section 7.5.

         "Modify" and "Modification" are defined in Section 2.20.1.

         "Moody's" means Moody's Investors Service, Inc.

         "Multiemployer Plan" means a Plan maintained pursuant to a collective
bargaining agreement or any other arrangement to which the Borrower or any
member of the Controlled Group is a party to which more than one employer is
obligated to make contributions.

         "National City Credit Agreement" means the Credit Agreement dated as of
March 27, 1998 among Pioneer-Standard Electronics, Inc., the lenders party
thereto, and National City Bank, as agent for such lenders.

         "Non-U.S. Borrower" is defined in Section 3.1(b).

         "Non-U.S. Lender" is defined in Section 3.5(iv).

         "Note" is defined in Section 2.14.

         "Obligations" means all unpaid principal of and accrued and unpaid
interest on the Loans, all Reimbursement Obligations, all accrued and unpaid
fees and all expenses, reimbursements, indemnities and other obligations of the
Borrower to the Lenders or to any Lender, the Agent, the LC Issuer or any
indemnified party arising under the Loan Documents.

         "Off-Balance Sheet Liability" of a Person means (i) any repurchase
obligation or liability of such Person with respect to accounts or notes
receivable sold by such Person, (ii) any liability under any Sale and Leaseback
Transaction which is not a Capitalized Lease, (iii) any liability under any
so-called "synthetic lease" transaction entered into by such Person, or (iv) any
obligation arising with respect to any other transaction which is the functional
equivalent of or takes the place of borrowing but which does not constitute a
liability on the balance sheets of such Person, but excluding from this clause
(iv) Operating Leases.

         "Operating Lease" of a Person means any lease of Property (other than a
Capitalized Lease) by such Person as lessee which has an original term
(including any required renewals and any renewals effective at the option of the
lessor) of one year or more.

         "Other Taxes" is defined in Section 3.5(ii).

         "Outstanding Credit Exposure" means, as to any Lender at any time, the
sum of (i) the aggregate principal amount of its Revolving Loans outstanding at
such time, plus (ii) an amount equal to its Pro Rata Share of the aggregate
principal amount of Swing Line Loans and LC Obligations outstanding at such
time.

         "Participants" is defined in Section 12.2.1.

         "Payment Date" means the last day of each calendar quarter.

         "PBGC" means the Pension Benefit Guaranty Corporation, or any successor
thereto.


                                       11

   18


         "Permitted Securitization Transaction" is defined in Section 6.12(v).

         "Person" means any natural person, corporation, firm, joint venture,
partnership, limited liability company, association, enterprise, trust or other
entity or organization, or any government or political subdivision or any
agency, department or instrumentality thereof.

         "Plan" means an employee pension benefit plan which is covered by Title
IV of ERISA or subject to the minimum funding standards under Section 412 of the
Code as to which the Borrower or any member of the Controlled Group may have any
liability.

         "Pledge Agreement" means each pledge agreement and any other agreement
or document executed and delivered by the Borrower or any of its Subsidiaries to
the Agent, each in form and substance satisfactory to the Agent, pursuant to
which the Borrower or such Subsidiary grants a pledge on any Capital Stock of
any Foreign Subsidiary, including any amendment, modification, renewal or
replacement of any such pledge agreement or other agreement or document.

         "Pricing Schedule" means the Schedule attached hereto identified as
such.

         "Prime Rate" means a rate per annum equal to the prime rate of interest
announced from time to time by Bank One or its parent (which is not necessarily
the lowest rate charged to any customer), changing when and as said prime rate
changes.

         "Property" of a Person means any and all property, whether real,
personal, tangible, intangible, or mixed, of such Person, or other assets owned,
leased or operated by such Person.

         "Pro Rata Share" means, with respect to a Lender, a portion equal to a
fraction the numerator of which is such Lender's Commitment and the denominator
of which is the Aggregate Commitment.

         "Purchasers" is defined in Section 12.3.1.

         "Rate Management Transaction" means any transaction (including an
agreement with respect thereto) now existing or hereafter entered into between
the Borrower and any Lender or Affiliate thereof which is a rate swap, basis
swap, forward rate transaction, commodity swap, commodity option, equity or
equity index swap, equity or equity index option, bond option, interest rate
option, foreign exchange transaction, cap transaction, floor transaction, collar
transaction, forward transaction, currency swap transaction, cross-currency rate
swap transaction, currency option or any other similar transaction (including
any option with respect to any of these transactions) or any combination
thereof, whether linked to one or more interest rates, foreign currencies,
commodity prices, equity prices or other financial measures.

         "Rate Management Obligations" of a Person means any and all obligations
of such Person, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor), under (i) any and all Rate
Management Transactions, and (ii) any and all cancellations, buy backs,
reversals, terminations or assignments of any Rate Management Transactions.

         "Regulation D" means Regulation D of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor thereto
or other regulation or official interpretation of said Board of Governors
relating to reserve requirements applicable to member banks of the Federal
Reserve System.

                                       12

   19


         "Regulation T" means Regulation T of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors.

         "Regulation U" means Regulation U of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors.

         "Regulation X" means Regulation X of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors.

         "Reimbursement Obligations" means, at any time, the aggregate of all
obligations of the Borrower then outstanding under Section 2.20 to reimburse the
LC Issuer for amounts paid by the LC Issuer in respect of any one or more
drawings under Facility LCs.

         "Rentals" of a Person means the aggregate fixed amounts payable by such
Person under any Operating Lease.

         "Reportable Event" means a reportable event as defined in Section 4043
of ERISA and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC has by regulation waived
the requirement of Section 4043(a) of ERISA that it be notified within 30 days
of the occurrence of such event, provided, however, that a failure to meet the
minimum funding standard of Section 412 of the Code and of Section 302 of ERISA
shall be a Reportable Event regardless of the issuance of any such waiver of the
notice requirement in accordance with either Section 4043(a) of ERISA or Section
412(d) of the Code.

         "Reports" is defined in Section 9.6.

         "Required Lenders" means Lenders in the aggregate having at least 51%
of the Aggregate Commitment or, if the Aggregate Commitment has been terminated,
Lenders in the aggregate holding at least 51% of the Aggregate Outstanding
Credit Exposure.

         "Reserve Requirement" means, with respect to an Interest Period, the
maximum aggregate reserve requirement (including all basic, supplemental,
marginal and other reserves) which is imposed under Regulation D on Eurocurrency
liabilities.

         "Revolving Loan" means, with respect to a Lender, such Lender's loan
made pursuant to its commitment to lend set forth in Section 2.1 (or any
conversion or continuation thereof).

         "S&P" means Standard and Poor's Ratings Services, a division of The
McGraw Hill Companies, Inc.

         "Sale and Leaseback Transaction" means any sale or other transfer of
Property by any Person with the intent to lease such Property as lessee.

         "Schedule" refers to a specific schedule to this Agreement, unless
another document is specifically referenced.

                                       13

   20

         "Section" means a numbered section of this Agreement, unless another
document is specifically referenced.

         "Securitization Entity" means a wholly-owned Subsidiary of the Borrower
that engages in no activities other than Permitted Securitization Transactions
and any necessary related activities and owns no assets other than as required
for Permitted Securitization Transactions and (i) no portion of the Indebtedness
(contingent or otherwise) of which is guaranteed by the Borrower or any
Subsidiary of the Borrower or is recourse to or obligates the Borrower or any
Subsidiary of the Borrower in any way, other than pursuant to customary
representations, warranties, covenants, indemnities and other obligations
entered into in connection with a Permitted Securitization Transaction, and (ii)
to which neither the Borrower nor any Subsidiary of the Borrower has any
material obligation to maintain or preserve such entity's financial condition or
cause such entity to achieve certain levels of operating results.

         "Senior Unsecured Notes" means the 8 1/2% Senior Notes of Borrower, due
August 2006, issued in an aggregate original principal amount of $150,000,000,
under that certain Indenture, dated as of August 1, 1996, of Borrower to Star
Bank, N.A., as trustee.

         "Significant Subsidiary" means any Subsidiary which would be a
"significant subsidiary" as defined in Rule 1-02 of Regulation S-X under the
Securities Exchange Act of 1934, as amended.

         "Single Employer Plan" means a Plan maintained by the Borrower or any
member of the Controlled Group for employees of the Borrower or any member of
the Controlled Group.

         "Subsidiary" of a Person means (i) any corporation more than 50% of the
outstanding securities having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by such Person or by one or more
of its Subsidiaries or by such Person and one or more of its Subsidiaries, or
(ii) any partnership, limited liability company, association, joint venture or
similar business organization more than 50% of the ownership interests having
ordinary voting power of which shall at the time be so owned or controlled.
Unless otherwise expressly provided, all references herein to a "Subsidiary"
shall mean a Subsidiary of the Borrower.

         "Substantial Portion" means, with respect to the Property of the
Borrower and its Subsidiaries, Property which (i) represents more than 10% of
the consolidated assets of the Borrower and its Subsidiaries as would be shown
in the consolidated financial statements of the Borrower and its Subsidiaries as
at the beginning of the twelve-month period ending with the month in which such
determination is made, or (ii) is responsible for more than 10% of the
consolidated net sales or of the consolidated net income of the Borrower and its
Subsidiaries as reflected in the financial statements referred to in clause (i)
above.

         "Swing Line Borrowing Notice" is defined in Section 2.5.2.

         "Swing Line Lender" means Bank One or such other Lender which may
succeed to its rights and obligations as Swing Line Lender pursuant to the terms
of this Agreement and shall include, without limitation, any office, branch,
subsidiary or affiliate of Bank One or such other Lender selected by Bank One or
such other Lender from time to time as the provider of any Swing Line Loan.

         "Swing Line Loan" means a Loan made available to a Borrower by the
Swing Line Lender pursuant to Section 2.5.


                                       14

   21


         "Taxes" means any and all present or future taxes, duties, levies,
imposts, deductions, charges or withholdings, and any and all liabilities with
respect to the foregoing, but excluding Excluded Taxes and Other Taxes.

         "364-Day Credit Agreement" means the 364-Day Credit Agreement dated the
date hereof among the Borrower, the Lenders and the Agent, as amended, modified,
replaced or refinanced from time to time.

         "Transferee" is defined in Section 12.4.

         "Type" means, with respect to any Advance, its nature as a Floating
Rate Advance or a Eurodollar Advance.

         "Unfunded Liabilities" means the amount (if any) by which the present
value of all vested and unvested accrued benefits under all Single Employer
Plans exceeds the fair market value of all such Plan assets allocable to such
benefits, all determined as of the then most recent valuation date for such
Plans using PBGC actuarial assumptions for single employer plan terminations.

         "Unmatured Default" means an event which but for the lapse of time or
the giving of notice, or both, would constitute a Default.

         "Wholly-Owned Subsidiary" of a Person means (i) any Subsidiary all of
the outstanding voting securities of which shall at the time be owned or
controlled, directly or indirectly, by such Person or one or more Wholly-Owned
Subsidiaries of such Person, or by such Person and one or more Wholly-Owned
Subsidiaries of such Person, or (ii) any partnership, limited liability company,
association, joint venture or similar business organization 100% of the
ownership interests having ordinary voting power of which shall at the time be
so owned or controlled.

         The foregoing definitions shall be equally applicable to both the
singular and plural forms of the defined terms.


                                   ARTICLE II

                                   THE CREDITS
                                   -----------

          2.1. COMMITMENT. From and including the date of this Agreement and
prior to the Facility Termination Date, each Lender severally agrees, on the
terms and conditions set forth in this Agreement, to (i) make Revolving Loans to
the Borrower and (ii) participate in Facility LCs and Swing Line Loans issued or
made upon the request of the Borrower, provided that, after giving effect to the
making of each such Loan and the issuance of each such Facility LC, such
Lender's Outstanding Credit Exposure shall not exceed its Commitment and the
Dollar Amount of the Aggregate Outstanding Credit Exposure shall not exceed the
lesser of the Aggregate Commitments and the Borrowing Base. Subject to the terms
of this Agreement, the Borrower may borrow, repay and reborrow at any time prior
to the Facility Termination Date. The Commitments to extend credit hereunder
shall expire on the Facility Termination Date. The LC Issuer will issue Facility
LCs hereunder on the terms and conditions set forth in Section 2.20. The Swing
Line Lender may make Swing Line Loans hereunder on the terms and conditions set
forth in Section 2.5.


                                       15

   22

          2.2. REQUIRED PAYMENTS; TERMINATION. The Aggregate Outstanding Credit
Exposure and all other unpaid Obligations shall be paid in full by the Borrowers
on the Facility Termination Date. Additionally, the Borrowers shall promptly pay
the Aggregate Outstanding Credit Exposure to the extent the Dollar Amount
thereof at any time exceeds the lesser of the Aggregate Commitments and the
Borrowing Base at such time.

         2.3. RATABLE LOANS. Each Advance hereunder (other than any Swing Line
Loan) shall consist of Revolving Loans made from the several
Lenders ratably according to their Pro Rata Shares.

         2.4. TYPES OF ADVANCES. The Advances may be Floating Rate Advances or
Eurodollar Advances, or a combination thereof, selected by the Borrower in
accordance with Sections 2.9 and 2.10.

         2.5. SWING LINE LOANS.

              2.5.1. AMOUNT OF SWING LINE LOANS. The Borrower may request the
         Swing Line Lender to make, and the Swing Line Lender may, in its sole
         discretion, make Swing Line Loans in any Agreed Currencies requested by
         the Borrower and to any Borrower requested by the Borrower from time to
         time on any Business Day during the period from the Effective Date
         until the Facility Termination Date in an aggregate principal amount
         not to exceed at any time the lesser of $30,000,000 or the Dollar
         Amount thereof in Eligible Currencies, provided that the Dollar Amount
         of the Aggregate Outstanding Credit Exposure shall not at any time
         exceed the lesser of the Aggregate Commitments and the Borrowing Base,
         and provided further that at no time shall the sum of (i) the Swing
         Line Lender's Pro Rata Share of the Swing Line Loans, plus (ii) the
         outstanding Revolving Loans made by the Swing Line Lender pursuant to
         Section 2.1, exceed the Swing Line Lender's Commitment at such time.
         Within the limits of this Section 2.5, so long as the Swing Line
         Lender, in its sole discretion, elects to make Swing Line Loans, the
         Borrowers may borrow and reborrow under this Section 2.5.1.

              2.5.2. BORROWING NOTICE. The Borrower shall deliver to the Agent
         and the Swing Line Lender irrevocable notice (a "Swing Line Borrowing
         Notice") not later than noon (Detroit time) on the Borrowing Date of
         each Swing Line Loan, specifying (i) the applicable Borrowing Date
         (which date shall be a Business Day) and the applicable Borrower, and
         (ii) the aggregate amount of the requested Swing Line Loan which shall
         be an amount not less than $100,000 or the Equivalent Amount thereof in
         any Eligible Currency. Each Swing Line Loan shall bear interest at the
         Floating Rate or, in the case of any Swing Line Loan in any Eligible
         Currency, such rate offered by the Swing Line Lender, and shall mature
         as agreed to by the Swing Line Lender and the Borrower, not to exceed
         30 days after the date thereof.

              2.5.3. MAKING OF SWING LINE LOANS. If a Swing Line Loan is to be
         made, the Swing Line Lender shall make available the Swing Line Loan to
         the relevant Borrower, in immediately available funds or same day
         funds, at such Lending Installation of the Swing Line Lender as
         determined by the Swing Line Lender.

              2.5.4. REPAYMENT OF SWING LINE LOANS. Each Swing Line Loan shall
         be paid in full by the Borrower thereof on demand by the Swing Line
         Lender or such other date agreed to by the Swing Line Lender not to
         exceed the date 30 days after the Borrowing Date for such Swing Line
         Loan. Any Swing Line Loan outstanding in any currency other than
         Dollars shall be immediately and automatically converted to and
         redenominated in Dollars equal to the Dollar Amount of each such Swing
         Line Loan determined as of the date of such conversion at any time a
         Swing Line

                                       16

   23


         Loan is to be refunded by a Revolving Loan or when the
         participation of any Lender in such Swing Line Loan is to be funded,
         and the Borrower shall immediately and automatically assume all
         obligations thereunder jointly and severally with the applicable
         Foreign Subsidiary Borrower. In addition, the Swing Line Lender may at
         any time in its sole discretion with respect to any outstanding Swing
         Line Loan require each Lender (including the Swing Line Lender) to make
         a Revolving Loan in the amount of such Lender's Pro Rata Share of such
         Swing Line Loan (including, without limitation, any interest accrued
         and unpaid thereon), for the purpose of repaying such Swing Line Loan.
         Not later than noon (Detroit time) on the date of any notice received
         pursuant to this Section 2.5.4, each Lender shall make available its
         required Revolving Loan, in funds immediately available in Detroit to
         the Agent at its address specified pursuant to Article XIII. Revolving
         Loans made pursuant to this Section 2.5.4 shall initially be Floating
         Rate Loans and thereafter may be continued as Floating Rate Loans or
         converted into Eurodollar Loans in the manner provided in Section 2.10
         and subject to the other conditions and limitations set forth in this
         Article II. Such Lender's obligation to make Revolving Loans pursuant
         to this Section 2.5.4 to repay Swing Line Loans shall be unconditional,
         continuing, irrevocable and absolute and shall not be affected by any
         circumstances, including, without limitation, (a) any set-off,
         counterclaim, recoupment, defense or other right which such Lender may
         have against the Agent, the Swing Line Lender or any other Person, (b)
         the occurrence or continuance of a Default or Unmatured Default, (c)
         any adverse change in the condition (financial or otherwise) of the
         Borrower, or (d) any other circumstances, happening or event
         whatsoever. In the event that any Lender fails to make payment to the
         Agent of any amount due under this Section 2.5.4, the Agent shall be
         entitled to receive, retain and apply against such obligation the
         principal and interest otherwise payable to such Lender hereunder until
         the Agent receives such payment from such Lender or such obligation is
         otherwise fully satisfied. In addition to the foregoing, if for any
         reason any Lender fails to make payment to the Agent of any amount due
         under this Section 2.5.4, such Lender shall be deemed, at the option of
         the Agent, to have unconditionally and irrevocably purchased from the
         Swing Line Lender, without recourse or warranty, an undivided interest
         and participation in the applicable Swing Line Loan in the amount of
         such Revolving Loan, and such interest and participation may be
         recovered from such Lender together with interest thereon at the
         Federal Funds Effective Rate for each day during the period commencing
         on the date of demand and ending on the date such amount is received.
         On the Facility Termination Date, the Borrowers shall repay in full the
         outstanding principal balance of the Swing Line Loans.

              2.5.5 MARKET DISRUPTION. If there shall occur on or prior to the
         date of any Advance in any Eligible Currency any change in national or
         international financial, political or economic conditions or currency
         exchange rates or exchange controls which would in the reasonable
         opinion of the Agent make it impracticable for any Swing Line Loan to
         be denominated in the Agreed Currency specified by the Borrower, then
         the Agent shall forthwith give notice thereof to the Borrower, and such
         Loans shall not be denominated in such Eligible Currency but shall be
         made on such Borrowing Date in Dollars, in an aggregate principal
         amount equal to the Dollar Amount of the aggregate principal amount
         specified in the related Borrowing Notice, as the case may be, as
         Floating Rate Loans, unless the Borrower notifies the Agent at least
         one Business Day before such date that (i) it elects not to borrow on
         such date or (ii) it elects to borrow on such date in a different
         Agreed Currency, as the case may be, in which the denomination of such
         Loans would in the opinion of the Agent be practicable and in an
         aggregate principal amount equal to the Dollar Amount of the aggregate
         principal amount specified in the related Borrowing Notice.

         2.6. FACILITY FEE; REDUCTIONS AND INCREASES IN AGGREGATE COMMITMENT.
(i) The Borrower


                                       17

   24



agrees to pay to the Agent for the account of each Lender according to its Pro
Rata Share a facility fee at a per annum rate equal to the Applicable
Fee Rate on the average daily amount of such Lender's Commitment, whether used
or unused, from the date hereof to and including the Facility Termination Date,
payable on each Payment Date hereafter and on the Facility Termination Date.

         (ii) The Borrower may permanently reduce the Aggregate Commitment in
whole, or in part ratably among the Lenders in integral multiples of
$10,000,000, upon at least five Business Days' written notice to the Agent,
which notice shall specify the amount of any such reduction, provided, however,
that the amount of the Aggregate Commitment may not be reduced below the
Aggregate Outstanding Credit Exposure. All accrued facility fees shall be
payable on the effective date of any termination of the obligations of the
Lenders to make Credit Extensions hereunder.

         (iii) With the prior consent of the Agent, the Borrower may request to
increase the Aggregate Commitment in increments of $5,000,000, provided that the
aggregate increase in the Aggregate Commitment from the date hereof shall not
exceed $50,000,000. Any such request to increase the Aggregate Commitment shall
be deemed to be a certification by the Borrower that at the time of such
request, there exists no Default or Unmatured Default and the representations
and warranties contained in Article V are true and correct as of such date. Any
request from the Borrower to increase the Aggregate Commitment shall be
implemented by one or more existing Lenders agreeing to increase their
Commitments (provided that no Lender shall have any obligation to increase its
Commitment) or by one or more new lenders agreeing to become a Lender hereunder
or by any combination of the foregoing, as determined by the Agent and the
Arranger in consultation with the Borrower. Prior to any such increase in the
Aggregate Commitment becoming effective, the Agent shall have received:

         (a) copies, certified by the secretary of the Borrower of its Board of
         Directors' resolutions and of resolutions or actions of any other body
         authorizing the increase in the Aggregate Commitment;

         (b) a certificate, signed by the chief financial officer of the
         Borrower, showing that after giving effect to the increase in the
         Aggregate Commitment, no Default or Unmatured Default shall occur and
         the Borrower shall be in compliance with all covenants in this
         Agreement;

         (c) copies of all governmental and nongovernmental consents, approvals,
         authorizations, declarations, registrations or filings required on the
         part of the Borrower or any Guarantor in connection with the increase
         in the Aggregate Commitment, certified as true and correct in full
         force and effect as of the date of the increase by a duly authorized
         officer of the Borrower, or if none are required, a certificate of such
         officer to that effect;

         (d) evidence satisfactory to the Agent that no Material Adverse Effect
         shall have occurred with respect to the Borrower and its Subsidiaries
         since the most recent financial statements provided to the Lenders
         hereunder; and

         (e) such other documents and conditions as the Agent or its counsel may
         have reasonably requested.

         2.7. MINIMUM AMOUNT OF EACH ADVANCE. Each Eurodollar Advance shall be
in the minimum amount of $5,000,000 (and in multiples of $1,000,000 if in excess
thereof), and each Floating Rate Advance (other than an Advance to repay Swing
Line Loans) shall be in the minimum amount of


                                       18

   25



$2,500,000 (and in multiples of $1,000,000 if in excess thereof),
provided, however, that any Floating Rate Advance may be in the amount of the
Available Aggregate Commitment.

         2.8. OPTIONAL PRINCIPAL PAYMENTS. The Borrower may from time to time
pay, without penalty or premium, all outstanding Floating Rate Advances (other
than Swing Line Loans), or, in a minimum aggregate amount of $2,500,000 or any
integral multiple of $1,000,000 in excess thereof, any portion of the
outstanding Floating Rate Advances (other than Swing Line Loans) upon two
Business Days' prior notice to the Agent. The Borrower may at any time pay,
subject to the payment of any funding indemnification amounts required by
Section 3.4 but without penalty or premium, all outstanding Swing Line Loans,
or, in a minimum amount of $100,000 and increments of $50,000 in excess thereof,
any portion of the outstanding Swing Line Loans, with notice to the Agent and
the Swing Line Lender by noon (Detroit time) on the date of repayment. The
Borrower may from time to time pay, subject to the payment of any funding
indemnification amounts required by Section 3.4 but without penalty or premium,
all outstanding Eurodollar Advances, or, in a minimum aggregate amount of
$5,000,000 or any integral multiple of $1,000,000 in excess thereof, any portion
of the outstanding Eurodollar Advances upon three Business Days' prior notice to
the Agent.

         2.9. METHOD OF SELECTING TYPES AND INTEREST PERIODS FOR NEW ADVANCES.
The Borrower shall select the Type of Advance and, in the case of each
Eurodollar Advance, the Interest Period applicable thereto from time to time.
The Borrower shall give the Agent irrevocable notice (a "Borrowing Notice") not
later than noon (Detroit time) at least one Business Day before the Borrowing
Date of each Floating Rate Advance (other than a Swing Line Loan) and three
Business Days before the Borrowing Date for each Eurodollar Advance, specifying:

         (i) the Borrowing Date, which shall be a Business Day, of such Advance,

        (ii) the aggregate amount of such Advance,

       (iii) the Type of Advance selected, and

        (iv) in the case of each Eurodollar Advance, the Interest Period
             applicable thereto.

Not later than 1:00 pm (Detroit time) on each Borrowing Date, each Lender shall
make available its Revolving Loan or Revolving Loans in funds immediately
available in Detroit to the Agent at its address specified pursuant to Article
XIII. The Agent will make the funds so received from the Lenders available to
the Borrower at the Agent's aforesaid address.

         2.10. CONVERSION AND CONTINUATION OF OUTSTANDING ADVANCES. Floating
Rate Advances (other than Swing Line Loans) shall continue as Floating Rate
Advances unless and until such Floating Rate Advances are converted into
Eurodollar Advances pursuant to this Section 2.10 or are repaid in accordance
with Section 2.8. Each Eurodollar Advance shall continue as a Eurodollar Advance
until the end of the then applicable Interest Period therefor, at which time
such Eurodollar Advance shall be automatically converted into a Floating Rate
Advance unless (x) such Eurodollar Advance is or was repaid in accordance with
Section 2.8 or (y) the Borrower shall have given the Agent a
Conversion/Continuation Notice (as defined below) requesting that, at the end of
such Interest Period, such Eurodollar Advance continue as a Eurodollar Advance
for the same or another Interest Period. Subject to the terms of Section 2.7,
the Borrower may elect from time to time to convert all or any part of a
Floating Rate Advance (other than a Swing Line Loan) into a Eurodollar Advance.
The Borrower shall give the Agent irrevocable notice (a "Conversion/Continuation
Notice") of each conversion of a Floating Rate Advance into a Eurodollar Advance
or continuation of a Eurodollar Advance not later than noon

                                       19

   26


(Detroit time) at least three Business Days prior to the date of the requested
conversion or continuation, specifying:

         (i) the requested date, which shall be a Business Day, of such
             conversion or continuation,

        (ii) the aggregate amount and Type of the Advance which is to be
             converted or continued, and

       (iii) the amount of such Advance which is to be converted into or
             continued as a Eurodollar Advance and the duration of the Interest
             Period applicable thereto.

         2.11. CHANGES IN INTEREST RATE, ETC. Each Floating Rate Advance (other
than a Swing Line Loan) shall bear interest on the outstanding principal amount
thereof, for each day from and including the date such Advance is made or is
automatically converted from a Eurodollar Advance into a Floating Rate Advance
pursuant to Section 2.10, to but excluding the date it is paid or is converted
into a Eurodollar Advance pursuant to Section 2.10 hereof, at a rate per annum
equal to the Floating Rate for such day. Each Swing Line Loan shall bear
interest on the outstanding principal amount thereof, for each day from and
including the day such Swing Line Loan is made to but excluding the date it is
paid, at a rate per annum equal to the Floating Rate for such day or, in the
case of any Swing Line Loan in any Eligible Currency, such rate offered by the
Swing Line Lender. Changes in the rate of interest on that portion of any
Advance maintained as a Floating Rate Advance will take effect simultaneously
with each change in the Alternate Base Rate. Each Eurodollar Advance shall bear
interest on the outstanding principal amount thereof from and including the
first day of the Interest Period applicable thereto to (but not including) the
last day of such Interest Period at the interest rate determined by the Agent as
applicable to such Eurodollar Advance based upon the Borrower's selections under
Sections 2.9 and 2.10 and otherwise in accordance with the terms hereof. No
Interest Period may end after the Facility Termination Date.

         2.12. RATES APPLICABLE AFTER DEFAULT. Notwithstanding anything to the
contrary contained in Section 2.9 or 2.10, during the continuance of a Default
or Unmatured Default the Required Lenders may, at their option, by notice to the
Borrower (which notice may be revoked at the option of the Required Lenders
notwithstanding any provision of Section 8.2 requiring unanimous consent of the
Lenders to changes in interest rates), declare that no Advance may be made as,
converted into or continued as a Eurodollar Advance. During the continuance of a
Default the Required Lenders may, at their option, by notice to the Borrower
(which notice may be revoked at the option of the Required Lenders
notwithstanding any provision of Section 8.2 requiring unanimous consent of the
Lenders to changes in interest rates), declare that (i) each Eurodollar Advance
shall bear interest for the remainder of the applicable Interest Period at the
rate otherwise applicable to such Interest Period plus 2% per annum, (ii) each
Floating Rate Advance and each Swing Line Loan in any Eligible Currency shall
bear interest at a rate per annum equal to the Floating Rate in effect from time
to time plus 2% per annum and (iii) the LC Fee shall be increased by 2% per
annum, provided that, during the continuance of a Default under Section 7.6 or
7.7, the interest rates set forth in clauses (i) and (ii) above and the increase
in the LC Fee set forth in clause (iii) above shall be applicable to all Credit
Extensions without any election or action on the part of the Agent or any
Lender.

         2.13. METHOD OF PAYMENT. All payments of the Obligations hereunder
shall be made, without setoff, deduction, or counterclaim, in immediately
available funds to the Agent at the Agent's address specified pursuant to
Article XIII, or at any other Lending Installation of the Agent specified in
writing by the Agent to the Borrower, by noon (local time) on the date when due
and shall (except in the case of Reimbursement Obligations for which the LC
Issuer has not been fully indemnified by the Lenders, with



                                       20

   27


respect to repayments of Swing Line Loans or as otherwise specifically required
hereunder) be applied ratably by the Agent among the Lenders. Each
payment delivered to the Agent for the account of any Lender shall be delivered
promptly by the Agent to such Lender in the same type of funds that the Agent
received at its address specified pursuant to Article XIII or at any Lending
Installation specified in a notice received by the Agent from such Lender.
Notwithstanding the foregoing, no payments of principal, interest, fees or other
amounts delivered to the Agent for the account of any Defaulting Lender shall be
delivered by the Agent to such Defaulting Lender. Instead, such payments shall,
for so long as such Defaulting Lender shall be a Defaulting Lender, be held by
the Agent, and the Agent is hereby authorized and directed by all parties hereto
to hold such funds in escrow and apply such funds as follows: (i) First, if
applicable to any payments due from such Defaulting Lender to the Agent or the
LC Issuer, and (ii) Second, to Credit Extensions required to be made by such
Defaulting Lender on any Borrowing Date to the extent such Defaulting Lender
fails to make such Credit Extensions. Notwithstanding the foregoing, upon the
termination of all Commitments and the payment and performance of all of the
Obligations (other than those owing to a Defaulting Lender), any funds then held
in escrow by the Agent pursuant to the preceding sentence shall be distributed
to each Defaulting Lender, pro rata in proportion to amounts that would be due
to each Defaulting Lender but for the fact that it is a Defaulting Lender. The
Agent is hereby authorized to charge the account of the Borrower maintained with
Bank One for each payment of principal, interest, Reimbursement Obligations and
fees as it becomes due hereunder. Each reference to the Agent in this Section
2.13 shall also be deemed to refer, and shall apply equally, to the LC Issuer,
in the case of payments required to be made by the Borrower to the LC Issuer
pursuant to Section 2.20.6, and the Swing Line Lender, in the case of payments
required to be made by the Borrower to the Swing Line Lender pursuant to Section
2.5.4.

         2.14. NOTELESS AGREEMENT; EVIDENCE OF INDEBTEDNESS. (i) Each Lender
shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the Borrower to such Lender resulting from each
Loan made by such Lender from time to time, including the amounts of principal
and interest payable and paid to such Lender from time to time hereunder.

         (ii) The Agent shall also maintain accounts in which it will record (a)
the amount of each Loan made hereunder, the Type thereof and the Interest Period
with respect thereto, (b) the amount of any principal or interest due and
payable or to become due and payable from the Borrower to each Lender hereunder,
(c) the original stated amount of each Facility LC and the amount of LC
Obligations outstanding at any time, and (d) the amount of any sum received by
the Agent hereunder from the Borrower and each Lender's share thereof.

         (iii) The entries maintained in the accounts maintained pursuant to
paragraphs (i) and (ii) above shall be prima facie evidence of the existence and
amounts of the Obligations therein recorded; provided, however, that the failure
of the Agent or any Lender to maintain such accounts or any error therein shall
not in any manner affect the obligation of the Borrower to repay the Obligations
in accordance with their terms.

         (iv) Any Lender may request that its Revolving Loans be evidenced by a
promissory note or, in the case of the Swing Line Lender, promissory notes
representing its Revolving Loans and Swing Line Loans, respectively,
substantially in the form of Exhibit E, with appropriate changes for notes
evidencing Swing Line Loans (each a "Note"). In such event, the Borrower shall
prepare, execute and deliver to such Lender such Note or Notes payable to the
order of such Lender. Thereafter, the Loans evidenced by each such Note and
interest thereon shall at all times (including after any assignment pursuant to
Section 12.3) be represented by one or more Notes payable to the order of the
payee named therein or any assignee pursuant to Section 12.3, except to the
extent that any such Lender or assignee subsequently returns any such note for
cancellation and requests that such Loans once again be evidenced as described

                                       21


   28

in paragraphs (i) and (ii) above.

         2.15. Telephonic Notices. The Borrower hereby authorizes the Lenders
and the Agent to extend, convert or continue Advances, effect selections of
Types of Advances and to transfer funds based on telephonic notices made by any
person or persons the Agent or any Lender in good faith believes to be acting on
behalf of the Borrower, it being understood that the foregoing authorization is
specifically intended to allow Borrowing Notices and Conversion/Continuation
Notices to be given telephonically. The Borrower agrees to deliver promptly to
the Agent a written confirmation, if such confirmation is requested by the Agent
or any Lender, of each telephonic notice signed by an Authorized Officer. If the
written confirmation differs in any material respect from the action taken by
the Agent and the Lenders, the records of the Agent and the Lenders shall
constitute prima facie evidence of the action requested by Borrower.

         2.16. INTEREST PAYMENT DATES; INTEREST AND FEE BASIS. Interest accrued
on each Floating Rate Advance shall be payable on each Payment Date, commencing
with the first such date to occur after the date hereof, on any date on which
the Floating Rate Advance is prepaid, whether due to acceleration or otherwise,
and at maturity. Interest accrued on that portion of the outstanding principal
amount of any Floating Rate Advance converted into a Eurodollar Advance on a day
other than a Payment Date shall be payable on the date of conversion. Interest
accrued on each Eurodollar Advance shall be payable on the last day of its
applicable Interest Period, on any date on which the Eurodollar Advance is
prepaid, whether by acceleration or otherwise, and at maturity. Interest accrued
on each Eurodollar Advance having an Interest Period longer than three months
shall also be payable on the last day of each three-month interval during such
Interest Period. Interest, facility fees and LC Fees shall be calculated for
actual days elapsed on the basis of a 360-day year. Interest shall be payable
for the day an Advance is made but not for the day of any payment on the amount
paid if payment is received prior to noon (local time) at the place of payment.
If any payment of principal of or interest on an Advance shall become due on a
day which is not a Business Day, such payment shall be made on the next
succeeding Business Day and, in the case of a principal payment, such extension
of time shall be included in computing interest in connection with such payment.

         2.17. NOTIFICATION OF ADVANCES, INTEREST RATES, PREPAYMENTS AND
COMMITMENT REDUCTIONS. Promptly after receipt thereof, the Agent will notify
each Lender of the contents of each Aggregate Commitment reduction notice,
Borrowing Notice, Conversion/Continuation Notice, and repayment notice received
by it hereunder. The Agent will notify each Lender of the interest rate
applicable to each Eurodollar Advance promptly upon determination of such
interest rate and will give each Lender prompt notice of each change in the
Alternate Base Rate.

         2.18. LENDING INSTALLATIONS. Each Lender may book its Loans and its
participation in any LC Obligations and Swing Line Loans and the LC Issuer may
book the Facility LCs at any Lending Installation selected by such Lender or the
LC Issuer, as the case may be, and may change its Lending Installation from time
to time. All terms of this Agreement shall apply to any such Lending
Installation and the Loans, Facility LCs, participations in LC Obligations and
any Notes issued hereunder shall be deemed held by each Lender or the LC Issuer,
as the case may be, for the benefit of any such Lending Installation. Each
Lender and the LC Issuer may, by written notice to the Agent and the Borrower in
accordance with Article XIII, designate replacement or additional Lending
Installations through which Loans will be made by it or Facility LCs will be
issued by it and for whose account Loan payments or payments with respect to
Facility LCs are to be made.

         2.19. NON-RECEIPT OF FUNDS BY THE AGENT. Unless a Borrower or a Lender,
as the case may be, notifies the Agent prior to the date on which it is
scheduled to make payment to the Agent of (i) in the


                                       22
   29



case of a Lender, the proceeds of a Loan or (ii) in the case of a Borrower,
a payment of principal, interest or fees to the Agent for the account
of the Lenders, that it does not intend to make such payment, the Agent may
assume that such payment has been made. The Agent may, but shall not be
obligated to, make the amount of such payment available to the intended
recipient in reliance upon such assumption. If such Lender or a Borrower, as the
case may be, has not in fact made such payment to the Agent, the recipient of
such payment shall, on demand by the Agent, repay to the Agent the amount so
made available together with interest thereon in respect of each day during the
period commencing on the date such amount was so made available by the Agent
until the date the Agent recovers such amount at a rate per annum equal to (x)
in the case of payment by a Lender, the Federal Funds Effective Rate for such
day for the first three days and, thereafter, the interest rate applicable to
the relevant Loan or (y) in the case of payment by a Borrower, the interest rate
applicable to the relevant Loan.

         2.20.    FACILITY LCS.

                  2.20.1. ISSUANCE. The LC Issuer hereby agrees, on the terms
         and conditions set forth in this Agreement, to issue standby letters of
         credit (each, a "Facility LC") and to renew, extend, increase, decrease
         or otherwise modify each Facility LC ("Modify," and each such action a
         "Modification"), from time to time from and including the date of this
         Agreement and prior to the Facility Termination Date upon the request
         of the Borrower; provided that immediately after each such Facility LC
         is issued or Modified, (i) the aggregate amount of the outstanding LC
         Obligations shall not exceed $10,000,000 and (ii) the Aggregate
         Outstanding Credit Exposure shall not exceed the lesser of the
         Aggregate Commitments and the Borrowing Base. No Facility LC shall have
         an expiry date later than the earlier of (x) the fifth Business Day
         prior to the Facility Termination Date and (y) one year after its
         issuance.

                  2.20.2. PARTICIPATIONS. Upon the issuance or Modification by
         the LC Issuer of a Facility LC in accordance with this Section 2.20,
         the LC Issuer shall be deemed, without further action by any party
         hereto, to have unconditionally and irrevocably sold to each Lender,
         and each Lender shall be deemed, without further action by any party
         hereto, to have unconditionally and irrevocably purchased from the LC
         Issuer, a participation in such Facility LC (and each Modification
         thereof) and the related LC Obligations in proportion to its Pro Rata
         Share.

                  2.20.3. NOTICE. Subject to Section 2.20.1, the Borrower shall
         give the LC Issuer notice prior to noon (Detroit time) at least five
         Business Days prior to the proposed date of issuance or Modification of
         each Facility LC, specifying the beneficiary, the proposed date of
         issuance (or Modification) and the expiry date of such Facility LC, and
         describing the proposed terms of such Facility LC and the nature of the
         transactions proposed to be supported thereby. Upon receipt of such
         notice, the LC Issuer shall promptly notify the Agent, and the Agent
         shall promptly notify each Lender, of the contents thereof and of the
         amount of such Lender's participation in such proposed Facility LC. The
         issuance or Modification by the LC Issuer of any Facility LC shall, in
         addition to the conditions precedent set forth in Article IV (the
         satisfaction of which the LC Issuer shall have no duty to ascertain),
         be subject to the conditions precedent that such Facility LC shall be
         satisfactory to the LC Issuer and that the Borrower shall have executed
         and delivered such application agreement and/or such other instruments
         and agreements relating to such Facility LC as the LC Issuer shall have
         reasonably requested (each, a "Facility LC Application"). In the event
         of any conflict between the terms of this Agreement and the terms of
         any Facility LC Application, the terms of this Agreement shall control.

                  2.20.4. LC FEES. The Borrower shall pay to the Agent, for the
         account of the Lenders ratably in accordance with their respective Pro
         Rata Shares, with respect to each Facility LC, a


                                       23

   30
         letter of credit fee at a per annum rate equal to the Applicable Margin
         for Eurodollar Loans in effect from time to time on the face amount of
         such Facility LC, such fee to be payable in arrears on each Payment
         Date (each such fee described in this sentence an "LC Fee"). The
         Borrower shall also pay to the LC Issuer for its own account (x) at the
         time of issuance of each Facility LC, a fronting fee in an amount to be
         agreed upon between the LC Issuer and the Borrower, and (y) documentary
         and processing charges in connection with the issuance or Modification
         of and draws under Facility LCs in accordance with the LC Issuer's
         standard schedule for such charges as in effect from time to time.

                  2.20.5. ADMINISTRATION; REIMBURSEMENT BY LENDERS. Upon receipt
         from the beneficiary of any Facility LC of any demand for payment under
         such Facility LC, the LC Issuer shall notify the Agent and the Agent
         shall promptly notify the Borrower and each other Lender as to the
         amount to be paid by the LC Issuer as a result of such demand and the
         proposed payment date (the "LC Payment Date"). The responsibility of
         the LC Issuer to the Borrower and each Lender shall be only to
         determine that the documents (including each demand for payment)
         delivered under each Facility LC in connection with such presentment
         shall be in conformity in all material respects with such Facility LC.
         The LC Issuer shall endeavor to exercise the same care in the issuance
         and administration of the Facility LCs as it does with respect to
         letters of credit in which no participations are granted, it being
         understood that in the absence of any gross negligence or willful
         misconduct by the LC Issuer, each Lender shall be unconditionally and
         irrevocably liable without regard to the occurrence of any Default or
         any condition precedent whatsoever, to reimburse the LC Issuer on
         demand for (i) such Lender's Pro Rata Share of the amount of each
         payment made by the LC Issuer under each Facility LC to the extent such
         amount is not reimbursed by the Borrower pursuant to Section 2.20.6
         below, plus (ii) interest on the foregoing amount to be reimbursed by
         such Lender, for each day from the date of the LC Issuer's demand for
         such reimbursement (or, if such demand is made after 11:00 a.m.
         (Detroit time) on such date, from the next succeeding Business Day) to
         the date on which such Lender pays the amount to be reimbursed by it,
         at a rate of interest per annum equal to the Federal Funds Effective
         Rate for the first three days and, thereafter, at a rate of interest
         equal to the rate applicable to Floating Rate Advances.

                  2.20.6. REIMBURSEMENT BY BORROWER. The Borrower shall be
         irrevocably and unconditionally obligated to reimburse the LC Issuer on
         or before the applicable LC Payment Date for any amounts to be paid by
         the LC Issuer upon any drawing under any Facility LC, without
         presentment, demand, protest or other formalities of any kind; provided
         that neither the Borrower nor any Lender shall hereby be precluded from
         asserting any claim for direct (but not consequential) damages suffered
         by the Borrower or such Lender to the extent, but only to the extent,
         caused by (i) the willful misconduct or gross negligence of the LC
         Issuer in determining whether a request presented under any Facility LC
         issued by it complied with the terms of such Facility LC or (ii) the LC
         Issuer's failure to pay under any Facility LC issued by it after the
         presentation to it of a request strictly complying with the terms and
         conditions of such Facility LC. All such amounts paid by the LC Issuer
         and remaining unpaid by the Borrower shall bear interest, payable on
         demand, for each day until paid at a rate per annum equal to (x) the
         rate applicable to Floating Rate Advances for such day if such day
         falls on or before the applicable LC Payment Date and (y) the sum of 2%
         plus the rate applicable to Floating Rate Advances for such day if such
         day falls after such LC Payment Date. The LC Issuer will pay to each
         Lender ratably in accordance with its Pro Rata Share all amounts
         received by it from the Borrower for application in payment, in whole
         or in part, of the Reimbursement Obligation in respect of any Facility
         LC issued by the LC Issuer, but only to the extent such Lender has made
         payment to the LC Issuer in respect of such Facility LC pursuant to
         Section 2.20.5. Subject to the terms and



                                       24
   31


         conditions of this Agreement (including without limitation the
         submission of a Borrowing Notice in compliance with Section 2.8 and the
         satisfaction of the applicable conditions precedent set forth in
         Article IV), the Borrower may request an Advance hereunder for the
         purpose of satisfying any Reimbursement Obligation.

                  2.20.7. OBLIGATIONS ABSOLUTE. The Borrower's obligations under
         this Section 2.20 shall be absolute and unconditional under any and all
         circumstances and irrespective of any setoff, counterclaim or defense
         to payment which the Borrower may have or have had against the LC
         Issuer, any Lender or any beneficiary of a Facility LC. The Borrower
         further agrees with the LC Issuer and the Lenders that the LC Issuer
         and the Lenders shall not be responsible for, and the Borrower's
         Reimbursement Obligation in respect of any Facility LC shall not be
         affected by, among other things, the validity or genuineness of
         documents or of any endorsements thereon, even if such documents should
         in fact prove to be in any or all respects invalid, fraudulent or
         forged, or any dispute between or among the Borrower, any of its
         Affiliates, the beneficiary of any Facility LC or any financing
         institution or other party to whom any Facility LC may be transferred
         or any claims or defenses whatsoever of the Borrower or of any of its
         Affiliates against the beneficiary of any Facility LC or any such
         transferee. The LC Issuer shall not be liable for any error, omission,
         interruption or delay in transmission, dispatch or delivery of any
         message or advice, however transmitted, in connection with any Facility
         LC. The Borrower agrees that any action taken or omitted by the LC
         Issuer or any Lender under or in connection with each Facility LC and
         the related drafts and documents, if done without gross negligence or
         willful misconduct, shall be binding upon the Borrower and shall not
         put the LC Issuer or any Lender under any liability to the Borrower.
         Nothing in this Section 2.20.7 is intended to limit the right of the
         Borrower to make a claim against the LC Issuer for damages as
         contemplated by the proviso to the first sentence of Section 2.20.6.

                  2.20.8. ACTIONS OF LC ISSUER. The LC Issuer shall be entitled
         to rely, and shall be fully protected in relying, upon any Facility LC,
         draft, writing, resolution, notice, consent, certificate, affidavit,
         letter, cablegram, telegram, telecopy, telex or teletype message,
         statement, order or other document believed by it to be genuine and
         correct and to have been signed, sent or made by the proper Person or
         Persons, and upon advice and statements of legal counsel, independent
         accountants and other experts selected by the LC Issuer. The LC Issuer
         shall be fully justified in failing or refusing to take any action
         under this Agreement unless it shall first have received such advice or
         concurrence of the Required Lenders as it reasonably deems appropriate
         or it shall first be indemnified to its reasonable satisfaction by the
         Lenders against any and all liability and expense which may be incurred
         by it by reason of taking or continuing to take any such action.
         Notwithstanding any other provision of this Section 2.20, the LC Issuer
         shall in all cases be fully protected in acting, or in refraining from
         acting, under this Agreement in accordance with a request of the
         Required Lenders, and such request and any action taken or failure to
         act pursuant thereto shall be binding upon the Lenders and any future
         holders of a participation in any Facility LC.

                  2.20.9. INDEMNIFICATION. The Borrower hereby agrees to
         indemnify and hold harmless each Lender, the LC Issuer and the Agent,
         and their respective directors, officers, agents and employees from and
         against any and all claims and damages, losses, liabilities, costs or
         expenses which such Lender, the LC Issuer or the Agent may incur (or
         which may be claimed against such Lender, the LC Issuer or the Agent by
         any Person whatsoever) by reason of or in connection with the issuance,
         execution and delivery or transfer of or payment or failure to pay
         under any Facility LC or any actual or proposed use of any Facility LC,
         including, without limitation, any claims, damages, losses,
         liabilities, costs or expenses which the LC Issuer may incur by reason
         of or in

                                       25
   32



         connection with (i) the failure of any other Lender to fulfill or
         comply with its obligations to the LC Issuer hereunder (but nothing
         herein contained shall affect any rights the Borrower may have against
         any defaulting Lender) or (ii) by reason of or on account of the LC
         Issuer issuing any Facility LC which specifies that the term
         "Beneficiary" included therein includes any successor by operation of
         law of the named Beneficiary, but which Facility LC does not require
         that any drawing by any such successor Beneficiary be accompanied by a
         copy of a legal document, satisfactory to the LC Issuer, evidencing the
         appointment of such successor Beneficiary; provided that the Borrower
         shall not be required to indemnify any Lender, the LC Issuer or the
         Agent for any claims, damages, losses, liabilities, costs or expenses
         to the extent, but only to the extent, caused by (x) the willful
         misconduct or gross negligence of the LC Issuer in determining whether
         a request presented under any Facility LC complied with the terms of
         such Facility LC or (y) the LC Issuer's failure to pay under any
         Facility LC after the presentation to it of a request strictly
         complying with the terms and conditions of such Facility LC. Nothing in
         this Section 2.20.9 is intended to limit the obligations of the
         Borrower under any other provision of this Agreement.

                  2.20.10. LENDERS' INDEMNIFICATION. Each Lender shall, ratably
         in accordance with its Pro Rata Share, indemnify the LC Issuer, its
         affiliates and their respective directors, officers, agents and
         employees (to the extent not reimbursed by the Borrower) against any
         cost, expense (including reasonable counsel fees and disbursements),
         claim, demand, action, loss or liability (except such as result from
         such indemnitees' gross negligence or willful misconduct or the LC
         Issuer's failure to pay under any Facility LC after the presentation to
         it of a request strictly complying with the terms and conditions of the
         Facility LC) that such indemnitees may suffer or incur in connection
         with this Section 2.20 or any action taken or omitted by such
         indemnitees hereunder.

                  2.20.11. FACILITY LC COLLATERAL ACCOUNT. The Borrower agrees
         that it will, upon the request of the Agent or the Required Lenders and
         until the final expiration date of any Facility LC and thereafter as
         long as any amount is due and owing to the LC Issuer or the Lenders in
         respect of any Facility LC, maintain a special collateral account
         pursuant to arrangements satisfactory to the Agent (the "Facility LC
         Collateral Account") at the Agent's office at the address specified
         pursuant to Article XIII, in the name of such Borrower but under the
         sole dominion and control of the Agent, for the benefit of the Lenders
         and in which such Borrower shall have no interest other than as set
         forth in Section 8.1. After a Default, the Borrower hereby agrees to,
         automatically and without further action by the Borrower, pledge,
         assign and grant to the Agent, on behalf of and for the ratable benefit
         of the Lenders and the LC Issuer, a security interest in all of the
         Borrower's right, title and interest in and to all funds which may from
         time to time be on deposit in the Facility LC Collateral Account to
         secure the prompt and complete payment and performance of the
         Obligations. The Agent will invest any funds on deposit from time to
         time in the Facility LC Collateral Account in certificates of deposit
         of Bank One having a maturity not exceeding 30 days. Nothing in this
         Section 2.20.11 shall either obligate the Agent to require the Borrower
         to deposit any funds in the Facility LC Collateral Account until after
         a Default or limit the right of the Agent to release any funds held in
         the Facility LC Collateral Account in each case other than as required
         by Section 8.1.

                  2.20.12. RIGHTS AS A LENDER. In its capacity as a Lender, the
         LC Issuer shall have the same rights and obligations as any other
         Lender.

         2.21. EXTENSION OF FACILITY TERMINATION DATE. The Borrower may request
a one-year extension of the Facility Termination Date by submitting a request
for an extension to the Agent (an "Extension


                                       26
   33

Request") no more than 90 and no less than 30 days prior to the fourth
anniversary of the closing of this Agreement. Promptly upon receipt of an
Extension Request, the Agent shall notify each Lender thereof and shall request
each Lender to approve the Extension Request. Each Lender approving the
Extension Request shall deliver its written consent no later than 15 days prior
to such fourth anniversary of the closing of this Agreement. If the consent of
each of the Lenders is received by the Agent, the Facility Termination Date
shall be extended by one year and the Agent shall promptly notify the Borrower
and each Lender of the new Facility Termination Date.

         2.22. REPLACEMENT OF LENDER. If the Borrower is required pursuant to
Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any
Lender's obligation to make or continue, or to convert Floating Rate Advances
into, Eurodollar Advances shall be suspended pursuant to Section 3.3 (any Lender
so affected an "Affected Lender"), the Borrower may elect, if such amounts
continue to be charged or such suspension is still effective, to replace such
Affected Lender as a Lender party to this Agreement, provided that no Default or
Unmatured Default shall have occurred and be continuing at the time of such
replacement, and provided further that, concurrently with such replacement, (i)
another bank or other entity which is reasonably satisfactory to the Borrower
and the Agent shall agree, as of such date, to purchase for cash the Advances
and other Obligations due to the Affected Lender pursuant to an assignment
substantially in the form of Exhibit C and to become a Lender for all purposes
under this Agreement and to assume all obligations of the Affected Lender to be
terminated as of such date and to comply with the requirements of Section 12.3
applicable to assignments, and (ii) the Borrower shall pay to such Affected
Lender in same day funds on the day of such replacement (A) all interest, fees
and other amounts then accrued but unpaid to such Affected Lender by the
Borrower hereunder to and including the date of termination, including without
limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5,
and (B) an amount, if any, equal to the payment which would have been due to
such Lender on the day of such replacement under Section 3.4 had the Loans of
such Affected Lender been prepaid on such date rather than sold to the
replacement Lender.

         2.23. JUDGMENT CURRENCY. If for the purposes of obtaining judgment in
any court it is necessary to convert a sum due from a Borrower hereunder in the
currency expressed to be payable herein (the "specified currency") into another
currency, the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Agent could purchase the specified
currency with such other currency at the Agent's main Detroit office on the
Business Day preceding that on which final, non-appealable judgment is given.
The obligations of the Borrowers in respect of any sum due to any Lender or the
Agent hereunder shall, notwithstanding any judgment in a currency other than the
specified currency, be discharged only to the extent that on the Business Day
following receipt by such Lender or the Agent (as the case may be) of any sum
adjudged to be so due in such other currency such Lender or the Agent (as the
case may be) may in accordance with normal, reasonable banking procedures
purchase the specified currency with such other currency. If the amount of the
specified currency so purchased is less than the sum originally due to such
Lender or the Agent, as the case may be, in the specified currency, each
Borrower agrees, to the fullest extent that it may effectively do so, as a
separate obligation and notwithstanding any such judgment, to indemnify such
Lender or the Agent, as the case may be, against such loss, and if the amount of
the specified currency so purchased exceeds (a) the sum originally due to any
Lender or the Agent, as the case may be, in the specified currency and (b) any
amounts shared with other Lenders as a result of allocations of such excess as a
disproportionate payment to such Lender under Section 12.2, such Lender or the
Agent, as the case may be, agrees to remit such excess to the Borrower.

                                      27
   34
                                   ARTICLE III

                             YIELD PROTECTION; TAXES
                             -----------------------

         3.1. YIELD PROTECTION. (a) If, on or after the date of this Agreement,
the adoption of any law or any governmental or quasi-governmental rule,
regulation, policy, guideline or directive (whether or not having the force of
law), or any change in the interpretation or administration thereof by any
governmental or quasi-governmental authority, central bank or comparable agency
charged with the interpretation or administration thereof, or compliance by any
Lender or applicable Lending Installation or the LC Issuer with any request or
directive (whether or not having the force of law) of any such authority,
central bank or comparable agency:

      (i)         subjects any Lender or any applicable Lending Installation or
                  the LC Issuer to any Taxes, or changes the basis of taxation
                  of payments (other than with respect to Excluded Taxes) to any
                  Lender or the LC Issuer in respect of its Eurodollar Loans,
                  Facility LCs or participations therein, or

      (ii)        imposes or increases or deems applicable any reserve,
                  assessment, insurance charge, special deposit or similar
                  requirement against assets of, deposits with or for the
                  account of, or credit extended by, any Lender or any
                  applicable Lending Installation or the LC Issuer (other than
                  reserves and assessments taken into account in determining the
                  interest rate applicable to Eurodollar Advances), or

      (iii)       imposes any other condition the result of which is to increase
                  the cost to any Lender or any applicable Lending Installation
                  or the LC Issuer of making, funding or maintaining its
                  Eurodollar Loans, or of issuing or participating in Facility
                  LCs, or reduces any amount receivable by any Lender or any
                  applicable Lending Installation or the LC Issuer in connection
                  with its Eurodollar Loans, Facility LCs or participations
                  therein, or requires any Lender or any applicable Lending
                  Installation or LC Issuer to make any payment calculated by
                  reference to the amount of Eurodollar Loans, Facility LCs or
                  participations therein held or interest or LC Fees received by
                  it, by an amount deemed material by such Lender or the LC
                  Issuer as the case may be,

and the result of any of the foregoing is to increase the cost to such Lender or
applicable Lending Installation or the LC Issuer, as the case may be, of making
or maintaining its Eurodollar Loans or Swing Line Loans or Commitment or of
issuing or participating in Facility LCs or to reduce the return received by
such Lender or applicable Lending Installation or the LC Issuer, as the case may
be, in connection with such Eurodollar Loans, Commitment or Facility LCs or
participations therein, then, within 30 days of demand by such Lender or the LC
Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer,
as the case may be, such additional amount or amounts as will compensate such
Lender or the LC Issuer, as the case may be, for such increased cost or
reduction in amount received.

         (b) NON-U.S. RESERVE COSTS OR FEES WITH RESPECT TO CREDIT EXTENSIONS TO
NON-U.S. BORROWERS. If any law or any governmental or quasi-governmental rule,
regulation, policy, guideline or directive of any jurisdiction outside of the
United States of America or any subdivision thereof (whether or not having the
force of law), imposes or deems applicable any reserve requirement against or
fee with respect to assets of, deposits with or for the account of, or credit
extended by, any Lender or any applicable Lending Installation, or the LC
Issuer, and the result of the foregoing is to increase the cost to such Lender
or applicable Lending Installation or the LC Issuer, of making or maintaining
its Eurodollar




                                       28
   35

Loans to or of issuing or participating in Facility LCs upon the request of, or
of making or maintaining its Commitment to, any Borrower that is not
incorporated under the laws of the United States of America or a state thereof
(each a "Non-U.S. Borrower") or to reduce the return received by such Lender or
applicable Lending Installation or the LC Issuer in connection with such
Eurodollar Loans to or Facility LCs applied for by, or Commitment to any
Non-U.S. Borrower then, within 30 days of demand by such Lender, or the LC
Issuer, as the case may be, such Non-U.S. Borrower shall pay such Lender or the
LC Issuer, as the case may be, such additional amount or amounts as will
compensate such Lender for such increased cost or reduction in amount received,
provided that such Non-U.S. Borrower shall not be required to compensate any
Lender for such non-U.S. reserve costs or fees to the extent that an amount
equal to such reserve costs or fees is received by such Lender as a result of
the calculation of the interest rate applicable to Eurodollar Advances pursuant
to clause (i)(b) of the definition of "Eurodollar Rate."

         3.2. CHANGES IN CAPITAL ADEQUACY REGULATIONS. If a Lender or the LC
Issuer determines the amount of capital required or expected to be maintained by
such Lender, or the LC Issuer, any Lending Installation of such Lender or the LC
Issuer or any corporation controlling such Lender or LC Issuer is increased as a
result of a Change, then, within 30 days of demand by such Lender or the LC
Issuer, the Borrower shall pay such Lender or the LC Issuer the amount necessary
to compensate for any shortfall in the rate of return on the portion of such
increased capital which such Lender or the LC Issuer determines is attributable
to this Agreement, its Outstanding Credit Exposure or its Commitment to make
Loans and issue or participate in Facility LCs or Swing Line Loans, as the case
may be, hereunder (after taking into account such Lender's or the LC Issuer's
policies as to capital adequacy). "Change" means (i) any change after the date
of this Agreement in the Risk-Based Capital Guidelines or (ii) any adoption of
or change in any other law, governmental or quasi-governmental rule, regulation,
policy, guideline, interpretation, or directive (whether or not having the force
of law) after the date of this Agreement which affects the amount of capital
required or expected to be maintained by any Lender or the LC Issuer or any
Lending Installation or any corporation controlling any Lender or the LC Issuer.
"Risk-Based Capital Guidelines" means (i) the risk-based capital guidelines in
effect in the United States on the date of this Agreement, including transition
rules, and (ii) the corresponding capital regulations promulgated by regulatory
authorities outside the United States implementing the July 1988 report of the
Basle Committee on Banking Regulation and Supervisory Practices Entitled
"International Convergence of Capital Measurements and Capital Standards,"
including transition rules, and any amendments to such regulations adopted prior
to the date of this Agreement.

         3.3. AVAILABILITY OF TYPES OF ADVANCES. If any Lender determines that
maintenance of its Eurodollar Loans at a suitable Lending Installation would
violate any applicable law, rule, regulation, or directive, whether or not
having the force of law, or if the Required Lenders determine that (i) deposits
of a type and maturity appropriate to match fund Eurodollar Advances are not
available or (ii) the interest rate applicable to Eurodollar Advances does not
accurately reflect the cost of making or maintaining Eurodollar Advances, then
the Agent shall suspend the availability of Eurodollar Advances and require any
affected Eurodollar Advances to be repaid or converted to Floating Rate
Advances, subject to the payment of any funding indemnification amounts required
by Section 3.4.

         3.4. FUNDING INDEMNIFICATION. If any payment of a Eurodollar Advance
occurs on a date which is not the last day of the applicable Interest Period or
of a Swing Line Loan occurs on a date which is not the scheduled due date
thereof, whether because of acceleration, prepayment or otherwise, or a
Eurodollar Advance or Swing Line Loan is not made on the date specified by a
Borrower for any reason other than default by the Lenders, the relevant Borrower
will indemnify each Lender for any loss or cost incurred by it resulting
therefrom, including, without limitation, any loss or cost in liquidating or
employing deposits acquired to fund or maintain such Eurodollar Advance or Swing
Line Loan.


                                       29
   36



         3.5. TAXES. (i) All payments by any Borrower to or for the account of
any Lender, the LC Issuer or the Agent hereunder or under any Note or Facility
LC Application shall be made free and clear of and without deduction for any and
all Taxes. If any Borrower shall be required by law to deduct any Taxes from or
in respect of any sum payable hereunder to any Lender, the LC Issuer or the
Agent, (a) the sum payable shall be increased as necessary so that after making
all required deductions (including deductions applicable to additional sums
payable under this Section 3.5) such Lender, the LC Issuer or the Agent (as the
case may be) receives an amount equal to the sum it would have received had no
such deductions been made, (b) such Borrower shall make such deductions, (c)
such Borrower shall pay the full amount deducted to the relevant authority in
accordance with applicable law and (d) such Borrower shall furnish to the Agent
the original copy of a receipt evidencing payment thereof within 30 days after
such payment is made.

         (ii) In addition, such Borrower hereby agrees to pay any present or
future stamp or documentary taxes and any other excise or property taxes,
charges or similar levies which arise from any payment made hereunder or under
any Note or Facility LC Application or from the execution or delivery of, or
otherwise with respect to, this Agreement or any Note or Facility LC Application
("Other Taxes").

         (iii) Each Borrower hereby agrees to indemnify the Agent, the LC Issuer
and each Lender for the full amount of Taxes or Other Taxes (including, without
limitation, any Taxes or Other Taxes imposed on amounts payable under this
Section 3.5) paid by the Agent, the LC Issuer or such Lender and any liability
(including penalties, interest and expenses) arising therefrom or with respect
thereto. Payments due under this indemnification shall be made within 30 days of
the date the Agent, the LC Issuer or such Lender makes demand therefor pursuant
to Section 3.6.

         (iv) Each Lender that is not incorporated under the laws of the United
States of America or a state thereof (each a "Non-U.S. Lender") agrees that it
will, not more than ten Business Days after the date of this Agreement, (i)
deliver to each of the Borrower and the Agent two duly completed copies of
United States Internal Revenue Service Form W-8BEN or W-8ECI, certifying in
either case that such Lender is entitled to receive payments under this
Agreement without deduction or withholding of any United States federal income
taxes, and (ii) deliver to each of the Borrower and the Agent a United States
Internal Revenue Form W-8 or W-9, as the case may be, and certify that it is
entitled to an exemption from United States backup withholding tax. Each
Non-U.S. Lender further undertakes to deliver to each of the Borrower and the
Agent (x) renewals or additional copies of such form (or any successor form) on
or before the date that such form expires or becomes obsolete, and (y) after the
occurrence of any event requiring a change in the most recent forms so delivered
by it, such additional forms or amendments thereto as may be reasonably
requested by the Borrower or the Agent. All forms or amendments described in the
preceding sentence shall certify that such Lender is entitled to receive
payments under this Agreement without deduction or withholding of any United
States federal income taxes, unless an event (including without limitation any
change in treaty, law or regulation) has occurred prior to the date on which any
such delivery would otherwise be required which renders all such forms
inapplicable or which would prevent such Lender from duly completing and
delivering any such form or amendment with respect to it and such Lender advises
the Borrower and the Agent that it is not capable of receiving payments without
any deduction or withholding of United States federal income tax.

         (v) For any period during which a Non-U.S. Lender has failed to provide
the Borrower with an appropriate form pursuant to clause (iv), above (unless
such failure is due to a change in treaty, law or regulation, or any change in
the interpretation or administration thereof by any governmental authority,
occurring subsequent to the date on which a form originally was required to be
provided), such Non-U.S. Lender shall not be entitled to indemnification under
this Section 3.5 with respect to Taxes imposed by the United States; provided
that, should a Non-U.S. Lender which is otherwise exempt from or subject to


                                       30
   37



a reduced rate of withholding tax become subject to Taxes because of its failure
to deliver a form required under clause (iv), above, the Borrower shall take
such steps as such Non-U.S. Lender shall reasonably request to assist such
Non-U.S. Lender to recover such Taxes.

         (vi) Any Lender that is entitled to an exemption from or reduction of
withholding tax with respect to payments under this Agreement or any Note
pursuant to the law of any relevant jurisdiction or any treaty shall deliver to
the Borrower (with a copy to the Agent), at the time or times prescribed by
applicable law, such properly completed and executed documentation prescribed by
applicable law as will permit such payments to be made without withholding or at
a reduced rate.

         (vii) If the U.S. Internal Revenue Service or any other governmental
authority of the United States or any other country or any political subdivision
thereof asserts a claim that the Agent did not properly withhold tax from
amounts paid to or for the account of any Lender (because the appropriate form
was not delivered or properly completed, because such Lender failed to notify
the Agent of a change in circumstances which rendered its exemption from
withholding ineffective, or for any other reason), such Lender shall indemnify
the Agent and the Borrower fully for all amounts paid, directly or indirectly,
by the Agent as tax, withholding therefor, or otherwise, including penalties and
interest, and including taxes imposed by any jurisdiction on amounts payable to
the Agent under this subsection, together with all costs and expenses related
thereto (including attorneys fees and time charges of attorneys for the Agent,
which attorneys may be employees of the Agent). The obligations of the Lenders
under this Section 3.5(vii) shall survive the payment of the Obligations and
termination of this Agreement.

         3.6. LENDER STATEMENTS; SURVIVAL OF INDEMNITY. To the extent reasonably
possible, each Lender shall designate an alternate Lending Installation with
respect to its Eurodollar Loans to reduce any liability of the Borrower to such
Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of
Eurodollar Advances under Section 3.3, so long as such designation is not, in
the judgment of such Lender, disadvantageous to such Lender. Each Lender shall
deliver a written statement of such Lender to the Borrower (with a copy to the
Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such
written statement shall set forth in reasonable detail the calculations upon
which such Lender determined such amount and shall be final, conclusive and
binding on the Borrower in the absence of manifest error. Determination of
amounts payable under such Sections in connection with a Eurodollar Loan shall
be calculated as though each Lender funded its Eurodollar Loan through the
purchase of a deposit of the type and maturity corresponding to the deposit used
as a reference in determining the Eurodollar Rate applicable to such Loan,
whether in fact that is the case or not. Unless otherwise provided herein, the
amount specified in the written statement of any Lender shall be payable on
demand after receipt by the Borrower of such written statement. The obligations
of the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of
the Obligations and termination of this Agreement.

                                   ARTICLE IV

                              CONDITIONS PRECEDENT
                              --------------------

         4.1. INITIAL CREDIT EXTENSION. The Lenders shall not be required to
make the initial Credit Extension hereunder unless the Borrower has furnished to
the Agent with sufficient copies for the Lenders:



                                       31
   38


      (i)         Copies of the articles or certificate of incorporation of the
                  Borrower, together with all amendments, and a certificate of
                  good standing, each certified by the appropriate governmental
                  officer in its jurisdiction of incorporation.

      (ii)        Copies, certified by the Secretary or Assistant Secretary of
                  the Borrower, of its by-laws and of its Board of Directors'
                  resolutions and of resolutions or actions of any other body
                  authorizing the execution of the Loan Documents to which the
                  Borrower is a party.

      (iii)       An incumbency certificate, executed by the Secretary or
                  Assistant Secretary of the Borrower, which shall identify by
                  name and title and bear the signatures of the Authorized
                  Officers and any other officers of the Borrower authorized to
                  sign the Loan Documents to which the Borrower is a party, upon
                  which certificate the Agent and the Lenders shall be entitled
                  to rely until informed of any change in writing by the
                  Borrower.

      (iv)        A certificate, signed by the chief financial officer of the
                  Borrower, stating that on the initial Credit Extension Date no
                  Default or Unmatured Default has occurred and is continuing.

      (v)         A written opinion of the Borrower's counsel, addressed to the
                  Lenders in substantially the form of Exhibit A.

      (vi)        Any Notes requested by a Lender pursuant to Section 2.14
                  payable to the order of each such requesting Lender.

      (vii)       Written money transfer instructions, in substantially the form
                  of Exhibit D, addressed to the Agent and signed by an
                  Authorized Officer, together with such other related money
                  transfer authorizations as the Agent may have reasonably
                  requested.

      (viii)      If the initial Credit Extension will be the issuance of a
                  Facility LC, a properly completed Facility LC Application.

      (ix)        The Borrower shall have delivered accurate and complete copies
                  of the Agreement for Inventory Purchases, the Convertible
                  Debenture and the Senior Unsecured Notes and agreements and
                  instruments executed in connection therewith, including any
                  amendments thereto, together with a certificate of the
                  Borrower with respect to such matters relating to those
                  agreements as required by the Agent.

      (x)         The 364-Day Credit Agreement shall close simultaneously with
                  this Agreement.

      (xi)        Payment in full and termination of the National City Credit
                  Agreement simultaneously with such initial Credit Extension.

      (xii)       Such other documents as the Agent or its counsel may have
                  reasonably requested.

         4.2. EACH CREDIT EXTENSION. The Lenders shall not (except as otherwise
set forth in Section 2.5.4. with respect to Revolving Loans for the purpose of
repaying Swing Line Loans) be required to make any Credit Extension unless on
the applicable Credit Extension Date:

      (i)         There exists no Default or Unmatured Default.



                                       32
   39


      (ii)        The representations and warranties contained in Article V are
                  true and correct as of such Credit Extension Date 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.

      (iii)       If such Credit Extension is to a Foreign Subsidiary Borrower,
                  all requirements to adding such Foreign Subsidiary Borrower to
                  this Agreement specified in Section 8.2 shall have been
                  satisfied.

      (iv)        All legal matters incident to the making of such Credit
                  Extension shall be satisfactory to the Agent and its counsel.

         Each Borrowing Notice or Swing Line Borrowing Notice, as the case may
be, with respect to each such Credit Extension shall constitute a representation
and warranty by the Borrower that the conditions contained in Sections 4.2(i)
and (ii) have been satisfied. The Agent may require a duly completed compliance
certificate in substantially the form of Exhibit B as a condition to making an
Advance.

                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

         The Borrower represents and warrants to the Lenders that:

         5.1. EXISTENCE AND STANDING. Each of the Borrower and its Subsidiaries
is a corporation, partnership (in the case of Subsidiaries only), limited
liability company or similar entity duly and properly incorporated or organized,
as the case may be, validly existing and in good standing under the laws of its
jurisdiction of incorporation or organization and has all requisite authority to
conduct its business in each jurisdiction in which its business is conducted and
where the failure to have such authority would not have a Material Adverse
Effect.

         5.2. AUTHORIZATION AND VALIDITY. Each Borrower has the power and
authority and legal right to execute and deliver the Loan Documents to which it
is a party and to perform its obligations thereunder. The execution and delivery
by each Borrower of the Loan Documents to which it is a party and the
performance of its obligations thereunder have been duly authorized by proper
corporate (to the extent such concept applies to such entity) proceedings, and
the Loan Documents to which each Borrower is a party constitute legal, valid and
binding obligations of such Borrower enforceable against such Borrower in
accordance with their terms, except as enforceability may be limited by
bankruptcy, insolvency or similar laws affecting the enforcement of creditors'
rights generally and by equitable principles (regardless of whether enforcement
is sought in equity or at law).

         5.3. NO CONFLICT; GOVERNMENT CONSENT. Neither the execution and
delivery by any Borrower of the Loan Documents to which it is a party, nor the
consummation of the transactions therein contemplated, nor compliance with the
provisions thereof will violate (i) any law, rule, regulation, order, writ,
judgment, injunction, decree or award binding on such Borrower or any of its
Subsidiaries or (ii) such Borrower's or any Subsidiary's articles or certificate
of incorporation, partnership agreement, certificate of partnership, articles or
certificate of organization, by-laws, or operating or other


                                       33
   40


management agreement, as the case may be, or (iii) the provisions of any
indenture, instrument or other material agreement to which such Borrower or any
of its Subsidiaries is a party or is subject, or by which it, or its Property,
is bound, or conflict with or constitute a default thereunder, or result in, or
require, the creation or imposition of any Lien in, of or on the Property of
such Borrower or a Subsidiary pursuant to the terms of any such indenture,
instrument or other material agreement. No order, consent, adjudication,
approval, license, authorization, or validation of, or filing, recording or
registration with, or exemption by, or other action in respect of any
governmental or public body or authority, or any subdivision thereof, which has
not been obtained by the Borrower or any of its Subsidiaries, is required to be
obtained by the Borrower or any of its Subsidiaries in connection with the
execution and delivery of the Loan Documents, the borrowings under this
Agreement, the payment and performance by the Borrowers of the Obligations or
the legality, validity, binding effect or enforceability of any of the Loan
Documents.

         5.4. FINANCIAL STATEMENTS. The March 31, 2000 consolidated financial
statements of the Borrower and its Subsidiaries heretofore delivered to the
Lenders were prepared in accordance with generally accepted accounting
principles in effect on the date such statements were prepared and fairly
present the consolidated financial condition and operations of the Borrower and
its Subsidiaries at such date and the consolidated results of their operations
for the period then ended.

         5.5. MATERIAL ADVERSE CHANGE. Since March 31, 2000 there has been no
change in the business, Property, prospects, condition (financial or otherwise)
or results of operations of the Borrower and its Subsidiaries which could
reasonably be expected to have a Material Adverse Effect.

         5.6. TAXES. The Borrower and its Subsidiaries have filed all United
States federal tax returns and all other tax returns which are required to be
filed and have paid all taxes due pursuant to said returns or pursuant to any
assessment received by the Borrower or any of its Subsidiaries, except such
taxes, if any, as are being contested in good faith and as to which adequate
reserves have been provided in accordance with Agreement Accounting Principles.
The United States income tax returns of the Borrower and its Subsidiaries have
been audited by the Internal Revenue Service through the fiscal year ended March
31, 1997. No tax liens have been filed and no claims are being asserted with
respect to any such taxes. The charges, accruals and reserves on the books of
the Borrower and its Subsidiaries in respect of any taxes or other governmental
charges are adequate.

         5.7. LITIGATION AND CONTINGENT OBLIGATIONS. There is no litigation,
arbitration, governmental investigation, proceeding or inquiry pending or, to
the knowledge of any of their officers, threatened against or affecting the
Borrower or any of its Subsidiaries which could reasonably be expected to have a
Material Adverse Effect or which seeks to prevent, enjoin or delay the making of
any Credit Extensions. Other than any liability incident to any litigation,
arbitration or proceeding which could not reasonably be expected to have a
Material Adverse Effect, the Borrower has no material contingent obligations not
provided for or disclosed in the financial statements referred to in Section
5.4.

         5.8. SUBSIDIARIES. Schedule 1 contains an accurate list of all
Subsidiaries of the Borrower as of the date of this Agreement, setting forth
their respective jurisdictions of organization and the percentage of their
respective Capital Stock owned by the Borrower or other Subsidiaries. All of the
issued and outstanding shares of Capital Stock of such Subsidiaries have been
(to the extent such concepts are relevant with respect to such ownership
interests) duly authorized and issued and are fully paid and non-assessable.

         5.9. ERISA. The Unfunded Liabilities of all Single Employer Plans do
not in the aggregate exceed $5,000,000. Neither the Borrower nor any other
member of the Controlled Group has incurred,



                                       34
   41


or is reasonably expected to incur, any withdrawal liability to Multiemployer
Plans in excess of $5,000,000 in the aggregate. Each Plan complies in all
material respects with all applicable requirements of law and regulations, no
Reportable Event has occurred with respect to any Plan, neither the Borrower nor
any other member of the Controlled Group has withdrawn from any Plan or
initiated steps to do so, and no steps have been taken to reorganize or
terminate any Plan.

         5.10. ACCURACY OF INFORMATION. No information, exhibit or report
furnished by the Borrower or any of its Subsidiaries to the Agent or to any
Lender in connection with the negotiation of, or compliance with, the Loan
Documents contained any material misstatement of fact or omitted to state a
material fact or any fact necessary to make the statements contained therein not
misleading.

         5.11. REGULATIONS T, U AND X. Margin Stock constitutes less than 25% of
the value of those assets of the Borrower and its Subsidiaries which are subject
to any limitation on sale, pledge, or other restriction hereunder.

         5.12. MATERIAL AGREEMENTS. Neither the Borrower nor any Subsidiary is a
party to any agreement or instrument or subject to any charter or other
corporate restriction which could reasonably be expected to have a Material
Adverse Effect. Neither the Borrower nor any Subsidiary is in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in (i) any agreement to which it is a party, which default
could reasonably be expected to have a Material Adverse Effect or (ii) any
agreement or instrument evidencing or governing Indebtedness in an outstanding
amount equal to or exceeding $5,000,000 in the aggregate.

         5.13. COMPLIANCE WITH LAWS. The Borrower and its Subsidiaries have
complied with all applicable statutes, rules, regulations, orders and
restrictions of any domestic or foreign government or any instrumentality or
agency thereof having jurisdiction over the conduct of their respective
businesses or the ownership of their respective Property except for any failure
to comply with any of the foregoing which could not reasonably be expected to
have a Material Adverse Effect.

         5.14. OWNERSHIP OF PROPERTIES. Except as set forth on Schedule 2, on
the date of this Agreement, the Borrower and its Subsidiaries will have good
title, free of all Liens other than those permitted by Section 6.14, to all of
the Property and assets reflected in the Borrower's most recent consolidated
financial statements provided to the Agent as owned by the Borrower and its
Subsidiaries.

         5.15. PLAN ASSETS; PROHIBITED TRANSACTIONS. The Borrower is not an
entity deemed to hold "plan assets" within the meaning of 29 C.F.R. Sec.
2510.3-101 of an employee benefit plan (as defined in Section 3(3) of ERISA)
which is subject to Title I of ERISA or any plan (within the meaning of Section
4975 of the Code), and neither the execution of this Agreement nor the making of
Credit Extensions hereunder gives rise to a prohibited transaction within the
meaning of Section 406 of ERISA or Section 4975 of the Code.

         5.16. ENVIRONMENTAL MATTERS. In the ordinary course of its business,
the officers of the Borrower consider the effect of Environmental Laws on the
business of the Borrower and its Subsidiaries, in the course of which they
identify and evaluate potential risks and liabilities accruing to the Borrower
due to Environmental Laws. On the basis of this consideration, the Borrower has
concluded that Environmental Laws cannot reasonably be expected to have a
Material Adverse Effect. Neither the Borrower nor any Subsidiary has received
any notice to the effect that its operations are not in material compliance with
any of the requirements of applicable Environmental Laws or are the subject of
any federal or state investigation evaluating whether any remedial action is
needed to respond to a



                                       35
   42


release of any toxic or hazardous waste or substance into the environment, which
non-compliance or remedial action could reasonably be expected to have a
Material Adverse Effect.

         5.17. INVESTMENT COMPANY ACT. Neither the Borrower nor any Subsidiary
is an "investment company" or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended.

         5.18. PUBLIC UTILITY HOLDING COMPANY ACT. Neither the Borrower nor any
Subsidiary is a "holding company" or a "subsidiary company" of a "holding
company", or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company", within the meaning of the Public Utility Holding Company
Act of 1935, as amended.

                                   ARTICLE VI

                                    COVENANTS
                                    ---------

         During the term of this Agreement, unless the Required Lenders shall
otherwise consent in writing:

         6.1. FINANCIAL REPORTING. The Borrower will maintain, for itself and
each Subsidiary, a system of accounting established and administered in
accordance with generally accepted accounting principles, and furnish to the
Lenders:

      (i)         Within 90 days after the close of each of its fiscal years, an
                  unqualified (except for qualifications relating to changes in
                  accounting principles or practices reflecting changes in
                  generally accepted accounting principles and required or
                  approved by the Borrower's independent certified public
                  accountants) audit report certified by independent certified
                  public accountants acceptable to the Lenders, prepared in
                  accordance with Agreement Accounting Principles on a
                  consolidated and consolidating basis (provided that
                  consolidating statements may be internally prepared and do not
                  need to be certified by such accountants and shall not be
                  required to be delivered until 100 days after the close of
                  each fiscal year) for itself and its Subsidiaries, including
                  balance sheets as of the end of such period, related profit
                  and loss and reconciliation of surplus statements, and a
                  statement of cash flows, accompanied by any management letter
                  prepared by said accountants.

      (ii)        Within 45 days (or 60 days in the case of consolidating
                  statements) after the close of the first three quarterly
                  periods of each of its fiscal years, for itself and its
                  Subsidiaries, consolidated and consolidating unaudited balance
                  sheets as at the close of each such period and consolidated
                  and consolidating profit and loss and reconciliation of
                  surplus statements and a statement of cash flows for the
                  period from the beginning of such fiscal year to the end of
                  such quarter, all certified by its chief financial officer.

      (iii)       Together with the financial statements required under Sections
                  6.1(i) and (ii), a compliance certificate in substantially the
                  form of Exhibit B signed by its chief financial officer
                  showing the calculations necessary to determine compliance
                  with this Agreement and stating that no Default or Unmatured
                  Default exists, or if any Default or Unmatured Default exists,
                  stating the nature and status thereof.



                                       36
   43


      (iv)        Within 30 Business Days after the end of each month, a
                  Borrowing Base Certificate prepared as of the close of
                  business on the last day of each month and such supporting
                  schedules requested by the Agent, certified as true and
                  correct by the chief financial officer of the Borrower.

      (v)         Within 270 days after the close of each fiscal year, a
                  statement of the Unfunded Liabilities of each Single Employer
                  Plan, certified as correct by an actuary enrolled under ERISA.

      (vi)        As soon as possible and in any event within 15 days after the
                  Borrower knows that any Reportable Event has occurred with
                  respect to any Plan, a statement, signed by the chief
                  financial officer of the Borrower, describing said Reportable
                  Event and the action which the Borrower proposes to take with
                  respect thereto.

      (vii)       As soon as possible and in any event within 15 days after
                  receipt by the Borrower, a copy of (a) any notice or claim to
                  the effect that the Borrower or any of its Subsidiaries is or
                  may be liable to any Person as a result of the release by the
                  Borrower, any of its Subsidiaries, or any other Person of any
                  toxic or hazardous waste or substance into the environment,
                  and (b) any notice alleging any violation of any federal,
                  state or local environmental, health or safety law or
                  regulation by the Borrower or any of its Subsidiaries, which,
                  in either case, could reasonably be expected to have a
                  Material Adverse Effect.

      (viii)      Promptly upon the furnishing thereof to the shareholders of
                  the Borrower, copies of all financial statements, reports and
                  proxy statements so furnished.

      (ix)        Promptly upon the filing thereof, copies of all registration
                  statements and annual, quarterly, monthly or other regular
                  reports which the Borrower or any of its Subsidiaries files
                  with the Securities and Exchange Commission.

      (x)         Such other information (including non-financial information)
                  as the Agent or any Lender may from time to time reasonably
                  request.

         6.2. USE OF PROCEEDS. The Borrower will, and will cause each Subsidiary
to, use the proceeds of the Credit Extensions for general corporate purposes.
The Borrower will not, nor will it permit any Subsidiary to, use any of the
proceeds of the Advances to purchase or carry any Margin Stock.

         6.3. NOTICE OF DEFAULT. The Borrower will, and will cause each
Subsidiary to, give prompt notice in writing to the Lenders of the occurrence of
any Default or Unmatured Default and of any other development, financial or
otherwise, which could reasonably be expected to have a Material Adverse Effect.

         6.4. CONDUCT OF BUSINESS. Other than as permitted under Section 6.11,
the Borrower will, and will cause each Subsidiary to, carry on and conduct its
business in substantially the same manner and in substantially the same or
similar or related fields of enterprise as it is presently conducted and do all
things necessary to remain duly incorporated or organized, validly existing and
(to the extent such concept applies to such entity) in good standing as a
domestic corporation, partnership or limited liability company in its
jurisdiction of incorporation or organization, as the case may be, and maintain
all


                                       37
   44


requisite authority to conduct its business in each jurisdiction in which its
business is conducted and where the failure to maintain such authority does not
have a Material Adverse Effect.

         6.5. TAXES. The Borrower will, and will cause each Subsidiary to,
timely file complete and correct United States federal and applicable foreign,
state and local tax returns required by law and pay when due all taxes,
assessments and governmental charges and levies upon it or its income, profits
or Property, except those which are being contested in good faith by appropriate
proceedings and with respect to which adequate reserves have been set aside in
accordance with Agreement Accounting Principles.

         6.6. INSURANCE. The Borrower will, and will cause each Subsidiary to,
maintain with financially sound and reputable insurance companies insurance on
all their Property in such amounts and covering such risks as is consistent with
sound business practice, and the Borrower will furnish to any Lender upon
reasonable request full information as to the insurance carried.

         6.7. COMPLIANCE WITH LAWS. The Borrower will, and will cause each
Subsidiary to, comply with all laws, rules, regulations, orders, writs,
judgments, injunctions, decrees or awards to which it may be subject including,
without limitation, all Environmental Laws, the non-compliance with which would
have a Material Adverse Effect .

         6.8. MAINTENANCE OF PROPERTIES. The Borrower will, and will cause each
Subsidiary to, do all things necessary to maintain, preserve, protect and keep
its Property in good repair, working order and condition, ordinary wear and tear
excepted and excluding assets which are obsolete or otherwise no longer useful
in the business of the Borrower or any of its Subsidiaries, and make all
necessary and proper repairs, renewals and replacements so that its business
carried on in connection therewith may be properly conducted at all times.

         6.9. INSPECTION. Upon reasonable notice from the Agent and the Lenders,
the Borrower will, and will cause each Subsidiary to, permit the Agent and the
Lenders, by their respective representatives and agents, to inspect any of the
Property, books and financial records of the Borrower and each Subsidiary, to
examine and make copies of the books of accounts and other financial records of
the Borrower and each Subsidiary, and to discuss the affairs, finances and
accounts of the Borrower and each Subsidiary with, and to be advised as to the
same by, their respective officers at such reasonable times and intervals as the
Agent or any Lender may designate.

         6.10. INDEBTEDNESS. The Borrower will not, nor will it permit any
Subsidiary to, create, incur or suffer to exist any Indebtedness, except:

      (i)         The Obligations.

      (ii)        Indebtedness existing on the date hereof and described in
                  Schedule 2, but no increase in the principal amount thereof,
                  as such amount is reduced from time to time.

      (iii)       Indebtedness arising in connection with transactions permitted
                  by Section 6.12(v), but no increase in the principal amount
                  thereof.

      (iv)        Other Indebtedness in aggregate outstanding amount not to
                  exceed 10% of Consolidated Tangible Net Worth, provided that
                  the aggregate amount of such other Indebtedness of any
                  Subsidiaries of the Borrower shall not exceed 3% of
                  Consolidated Tangible Net Worth.



                                       38
   45


         6.11. MERGER. The Borrower will not, nor will it permit any Subsidiary
to, merge or consolidate with or into any other Person, except that a Subsidiary
may merge into the Borrower (provided the Borrower is the surviving corporation)
or a Wholly-Owned Subsidiary. The Borrower will merge certain of its Domestic
Subsidiaries (with the Borrower being the surviving corporation) or take such
other action such that, as of (i) the date sixty days after the date hereof,
(ii) each one year anniversary of the date hereof and (iii) each date a
Significant Subsidiary or any one or more Subsidiaries which, if considered in
the aggregate as a single Subsidiary, would be a Significant Subsidiary of the
Borrower that is not a Guarantor is created, acquired or otherwise comes into
existence, the Borrower and all Foreign Subsidiary Borrowers which have 65% of
their Capital Stock pledged pursuant to a Pledge Agreement shall directly own at
least 75% of the total consolidated assets (other than accounts or notes
receivable transferred in accordance with Section 6.12(v) to a Securitization
Entity in connection with a Permitted Securitization Transaction) of the
Borrower and its Subsidiaries and shall account for at least 75% of the
consolidated net revenues of the Borrower and its Subsidiaries as of the end of
the most recently ended four consecutive fiscal quarters of the Borrower on a
pro forma basis acceptable to the Agent. In connection with any such Pledge
Agreement, the Borrower will deliver or cause to be delivered such stock
certificates, legal opinions and other documents reasonably required by the
Agent.

         6.12. SALE OF ASSETS. The Borrower will not, nor will it permit any
Subsidiary to, lease, sell or otherwise dispose of its Property to any other
Person, except:

      (i)         Sales of inventory in the ordinary course of business and the
                  sale of assets not material in amount in the aggregate and
                  which are obsolete and no longer useful in the business of the
                  Borrower or any of its Subsidiaries.

      (ii)        Sales or other dispositions in the ordinary course of business
                  of fixed assets for the purpose of replacing such fixed
                  assets, provided that any such fixed asset is replaced within
                  180 days of such sale or other disposition with other fixed
                  assets which have a fair market value not materially less than
                  the fixed assets sold or otherwise disposed of and provided
                  that the aggregate amount sold or otherwise disposed under
                  this Section 6.12(ii) does not exceed a Substantial Portion.

      (iii)       The transfer of any assets from a Subsidiary to the Borrower
                  or a Guarantor.

      (iv)        Leases, sales or other dispositions of its Property that,
                  together with all other Property of the Borrower and its
                  Subsidiaries previously leased, sold or disposed of (other
                  than inventory in the ordinary course of business) as
                  permitted by this Section 6.12(iv) during the twelve-month
                  period ending with the month in which any such lease, sale or
                  other disposition occurs, do not constitute a Substantial
                  Portion of the Property of the Borrower and its Subsidiaries.

      (v)         Any sale or other transfer of an interest in accounts or notes
                  receivable on a limited recourse basis, acceptable to the
                  Agent, provided that (a) such transfer qualifies as a sale
                  under Agreement Accounting Principles, (b) the aggregate
                  amount of such financing does not exceed $150,000,000 at any
                  one time outstanding and (c) the Aggregate Commitment
                  hereunder and under the 364-Day Credit Agreement is reduced,
                  on a pro rata basis between the Aggregate Commitment hereunder
                  and under the 364-Day Credit Agreement, by an amount equal to
                  100% of the aggregate amount of such financing in



                                       39
   46


                  excess of $50,000,000 (any such sale or other transfer, a
                  "Permitted Securitization Transaction").

         6.13. INVESTMENTS AND ACQUISITIONS. The Borrower will not, nor will it
permit any Subsidiary to, make or suffer to exist any Investments (including
without limitation, loans and advances to, and other Investments in,
Subsidiaries), or commitments therefor, or to become or remain a partner in any
partnership or joint venture, or to make any Acquisition of any Person, except:

      (i)         Cash Equivalent Investments.

      (ii)        (a) Existing Investments in Subsidiaries and other Investments
                  in existence on the date hereof and described in Schedule 1,
                  (b) Investments in a Securitization Entity in connection with
                  Permitted Securitization Transactions and in an aggregate
                  outstanding amount not to exceed 20% of the aggregate amount
                  of all Permitted Securitization Transactions and (c)
                  additional Investments in Subsidiaries not to exceed
                  $5,000,000 in the aggregate.

      (iii)       Other Investments and Acquisitions of the Borrower and its
                  Subsidiaries, provided that (a) immediately before and after
                  giving effect to such Investment or Acquisition, no Default or
                  Unmatured Default shall exist or shall have occurred and be
                  continuing and the representations and warranties contained in
                  Article V and in the other Loan Documents shall be true and
                  correct on and as of the date thereof (both before and after
                  such Investment or Acquisition is consummated) as if made on
                  the date such Investment or Acquisition is consummated, (b)
                  the target of such Investment or Acquisition is in
                  substantially the same line of business or a similar or
                  related line of business as the Borrower, (c) the Board of
                  Directors and the management of the target of such Investment
                  or Acquisition has approved such Investment or Acquisition,
                  and (d) the consideration paid or payable or otherwise
                  advanced in connection with all Investments and Acquisitions
                  permitted by this Section 6.13(iii), including without
                  limitation any Indebtedness assumed in connection therewith or
                  Contingent Liabilities incurred in connection therewith, shall
                  not exceed $10,000,000 in the aggregate since the date of this
                  Agreement.

      (iv)        Other Investments and Acquisitions of the Borrower and its
                  Subsidiaries, provided that (a) immediately before and after
                  giving effect to such Investment or Acquisition, no Default or
                  Unmatured Default shall exist or shall have occurred and be
                  continuing and the representations and warranties contained in
                  Article V and in the other Loan Documents shall be true and
                  correct on and as of the date thereof (both before and after
                  such Investment or Acquisition is consummated) as if made on
                  the date such Investment or Acquisition is consummated, (b) at
                  least 5 Business Days' prior to the consummation of such
                  Investment or Acquisition, the Borrower shall have provided to
                  the Agent an opinion of counsel and a certificate of an
                  Authorized Officer each stating that such Investment or
                  Acquisition complies with this Section 6.13(iv), all laws and
                  regulations and any other conditions under this Agreement
                  relating to such transaction have been satisfied, and such
                  certificate shall contain such other information and
                  certifications as requested by the Agent and be in form and
                  substance satisfactory to the Agent, (c) at least 5 Business
                  Days' prior to the consummation of such Investment or
                  Acquisition, the Borrower shall have delivered all agreements
                  and documents relating to such Investment or Acquisition, and
                  the Agent shall have completed a satisfactory review thereof
                  and completed such other due diligence satisfactory to the
                  Agent, (d) at least 5 Business



                                       40
   47


                  Days prior to the consummation of such Investment or
                  Acquisition, Borrower shall have provided to the Agent a
                  certificate of an Authorized Officer attaching pro forma
                  computations acceptable to the Agent to demonstrate pro forma
                  compliance with the financial covenants for the twelve month
                  period ending on the last day of the Borrower's most recently
                  completed fiscal quarter as if such Acquisition had occurred
                  on the first day of such twelve month period, (e) the target
                  of such Investment or Acquisition is in substantially the same
                  line of business or a similar or related line of business as
                  the Borrower, (f) the Board of Directors and the management of
                  the target of such Investment or Acquisition have approved
                  such Investment or Acquisition, (g) the consideration paid or
                  payable or otherwise advanced in connection with all
                  Investments and Acquisitions permitted by this Section
                  6.13(iv), including without limitation any Indebtedness
                  assumed in connection therewith or Contingent Liabilities
                  incurred in connection therewith, shall not exceed $50,000,000
                  in the aggregate per year or $100,000,000 in the aggregate
                  since the date of this Agreement and (h) after giving effect
                  to such Investment or Acquisition on a pro forma basis
                  acceptable to the Agent, the Borrower shall have unused
                  availability under Section 2.1 of this Agreement and Section
                  2.1 of the 364-Day Credit Agreement of at least $25,000,000 in
                  the aggregate and the Leverage Ratio shall be at least 0.15
                  below the level required under Section 6.17.2.

         6.14. LIENS. The Borrower will not, nor will it permit any Subsidiary
to, create, incur, or suffer to exist any Lien in, of or on the Property of the
Borrower or any of its Subsidiaries, except:

      (i)         Liens for taxes, assessments or governmental charges or levies
                  on its Property if the same shall not at the time be
                  delinquent or thereafter can be paid without penalty, or are
                  being contested in good faith and by appropriate proceedings
                  and for which adequate reserves in accordance with Agreement
                  Accounting Principles shall have been set aside on its books.

      (ii)        Statutory Liens imposed by law, such as bankers', carriers',
                  warehousemen's, mechanics' and landlords', vendor's,
                  materialmen's, repairmen's liens and other similar liens
                  arising in the ordinary course of business which secure
                  payment of obligations not more than 60 days past due or which
                  are being contested in good faith by appropriate proceedings
                  and for which adequate reserves shall have been set aside on
                  its books.

      (iii)       Liens arising out of pledges or deposits under worker's
                  compensation laws, unemployment insurance, old age pensions,
                  or other social security or retirement benefits or similar
                  legislation.

      (iv)        Easements, building restrictions and such other encumbrances
                  or charges against real property as are of a nature generally
                  existing with respect to properties of a similar character and
                  which do not in any material way affect the marketability of
                  the same or interfere with the use thereof in the business of
                  the Borrower or its Subsidiaries.

      (v)         Liens existing on the date hereof and described in Schedule 2.

      (vi)        Liens incurred in connection with any transfer of an interest
                  in accounts or notes receivable which is permitted pursuant to
                  Section 6.12(v) and which are required to consummate such
                  Permitted Securitization Transaction.



                                       41
   48


      (vii)       Liens arising out of deposits to secure the performance of
                  bids, trade contracts (other than contracts for the payment of
                  money), leases, licenses, franchises, statutory obligations,
                  surety and appeal bonds, performance bonds and other
                  obligations of a like nature incurred in the ordinary course
                  of business in an aggregate amount not to exceed $5,000,000 at
                  any time.

      (viii)      Liens arising with respect to rights of lessees or sublessees
                  under Operating Leases in assets leased by the Borrower or any
                  Subsidiary under an Operating Lease.

      (ix)        Liens in favor of the Agent and the Lenders under any Pledge
                  Agreements.

      (x)         Any other Lien on any fixed assets of the Borrower or any of
                  its Subsidiaries, provided that the aggregate outstanding
                  amount of the Indebtedness secured by all such Liens does not
                  exceed $10,000,000.

      (xi)        Any extension, renewal or replacement (or successive
                  extension, renewal, or replacement) in whole or in part, of
                  any Lien referred to in the foregoing clauses (i) through (x)
                  inclusive; PROVIDED, HOWEVER, that the principal amount of
                  Indebtedness secured thereby shall not exceed the principal
                  amount of Indebtedness so secured at the time of such
                  extension, renewal or replacement, and that such extension,
                  renewal or replacement shall be limited to all or a part of
                  the property which secured the Lien so extended, renewed or
                  replaced.

         6.15. AFFILIATES. The Borrower will not, and will not permit any
Subsidiary to, enter into any transaction (including, without limitation, the
purchase or sale of any Property or service) with, or make any payment or
transfer to, any Affiliate except in the ordinary course of business and
pursuant to the reasonable requirements of the Borrower's or such Subsidiary's
business and upon fair and reasonable terms no less favorable to the Borrower or
such Subsidiary than the Borrower or such Subsidiary would obtain in a
comparable arms-length transaction.

         6.16. FINANCIAL CONTRACTS. The Borrower will not, nor will it permit
any Subsidiary to, enter into or remain liable upon any Financial Contract for
purposes of financial speculation.

         6.17. FINANCIAL COVENANTS.

                  6.17.1. FIXED CHARGE COVERAGE RATIO. The Borrower will not
         permit the ratio, determined as of the end of each of its fiscal
         quarters for the then most-recently ended four fiscal quarters, of (i)
         Consolidated EBITDA minus Consolidated Capital Expenditures plus
         Consolidated Rentals, to (ii) Consolidated Interest Expense, plus
         Consolidated Rentals, plus current maturities of principal
         Indebtedness, plus expense for taxes paid or accrued, plus any
         dividends or other distributions on the Capital Stock of the Borrower
         and all redemptions, repurchases and other acquisitions or retirements
         any of Capital Stock of the Borrower, plus all interest expense related
         to the Convertible Debentures, all calculated for the Borrower and its
         Subsidiaries on a consolidated basis, to be less than (x) 1.25 to 1.0
         as of the end of any fiscal quarter ending on or after the date hereof
         and on or before March 31, 2001, or (y) 1.35 to 1.0 as of the end of
         any fiscal quarter thereafter.

                  6.17.2. LEVERAGE RATIO. The Borrower will not permit the
         ratio, determined as of the end of each of its fiscal quarters for the
         then most-recently ended four fiscal quarters, of (i) Consolidated
         Debt to (ii) Consolidated EBITDA for the then most-recently ended four
         fiscal


                                       42
   49


         quarters to be greater than (a) 3.25 to 1.0 as of the end of any
         fiscal quarter ending on or after the date hereof and on or before
         December 31, 2001, (b) 3.00 to 1.0 as of the end of any fiscal quarter
         ending on or after March 31, 2002 and on or before December 31, 2002
         or (c) 2.75 to 1.0 as of the end of any fiscal quarter thereafter.

                  6.17.3. MINIMUM NET WORTH. The Borrower will at all times
         maintain Consolidated Net Worth of not less than the sum of (i)
         $410,000,000 plus (ii) 50% of Consolidated Net Income earned in each
         fiscal year beginning with the fiscal year ending March 31, 2001
         (without deduction for losses) plus (iii) 100% of the net cash proceeds
         received by the Borrower from the issuance or other sale of its or its
         Subsidiaries' Capital Stock.

         6.18. GUARANTIES. If at any time the Domestic Subsidiaries (other than
Securitization Entities) of the Borrower are no longer prohibited from
guaranteeing the Obligations by any of the agreements of the Borrower existing
as of the date hereof and the providing of Guaranties hereunder by the Domestic
Subsidiaries (other than Securitization Entities) of the Borrower would not
require the delivery of guarantees or the granting of Liens by such Domestic
Subsidiaries under other agreements of the Borrower existing as of the date
hereof, if requested by the Agent or the Required Lenders, the Borrower will
cause such Domestic Subsidiaries (other than Securitization Entities) to
guarantee the Obligations and to execute and deliver to the Agent such
guaranties, resolutions and related corporate documents and opinions of counsel
reasonably requested by the Agent in connection therewith. The Borrower will not
permit any of its Subsidiaries to incur any Contingent Obligations with respect
to any Indebtedness of the Borrower or any other Subsidiary without providing
Guaranties of such Subsidiaries pursuant to this Agreement.

         6.19. OTHER INDEBTEDNESS. (i) The Borrower will not, and will not
permit any Subsidiary to, make any amendment, supplement or modification to the
Convertible Debenture, the Senior Unsecured Notes or any agreements or
instruments executed in connection therewith or directly or indirectly
voluntarily or optionally prepay, defease or in substance defease, purchase,
redeem, retire or otherwise acquire, any Indebtedness or other liabilities or
obligations outstanding thereunder.

                           (ii) The Borrower will not, and will not permit any
Subsidiary to, make any amendment, supplement or modification to the Agreement
for Inventory Purchases or any agreements or instruments executed in connection
therewith which is materially adverse to the Borrower or any of its Subsidiaries
or to any Lender, or directly or indirectly voluntarily or optionally prepay,
defease or in substance defease, purchase, redeem, retire or otherwise acquire,
any Indebtedness or other liabilities or obligations outstanding thereunder.

                           (iii) If at any time any Borrower or Guarantor shall
enter into or be a party to any instrument or agreement with respect to any
Indebtedness which in the aggregate, together with any related Indebtedness,
exceeds $5,000,000 (other than Indebtedness permitted to be secured by Liens
allowed under Section 6.14(ix)), relating to or amending any terms or conditions
applicable to any of such Indebtedness which includes covenants or defaults not
substantially provided for in this Agreement or more favorable to the lender or
lenders thereunder than those provided for in this Agreement, then the Borrower
shall promptly so advise the Agent and the Lenders. Thereupon, if the Agent or
the Required Lenders shall request, upon notice to the Borrower, the Agent and
the Lenders shall enter into an amendment to this Agreement or an additional
agreement (as the Agent may request), providing for substantially the same
covenants and defaults as those provided for in such instrument or agreement to
the extent required and as may be selected by the Agent or the Required Lenders,
as the case may be. In addition to the foregoing, any covenants or defaults or
similar provisions (which include without limitation any provisions requiring
any mandatory prepayments or defeasance) contained the Agreement for



                                       43
   50


Inventory Purchases, the Convertible Debenture, the Senior Unsecured Notes or
any agreements or instruments executed in connection therewith not substantially
provided for in this Agreement or more favorable to the holders of the
obligations issued in connection therewith are hereby incorporated by reference
into this Agreement to the same extent as if set forth fully herein, and no
subsequent amendment, waiver, termination or modification thereof shall affect
any such covenants or defaults as incorporated herein.

                                   ARTICLE VII

                                    DEFAULTS
                                    --------

         The occurrence of any one or more of the following events shall
constitute a Default:

          7.1. Any representation or warranty made or deemed made by or on
behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent
under or in connection with this Agreement, any Credit Extension, or any
certificate or information delivered in connection with this Agreement or any
other Loan Document shall be materially false on the date as of which made.

          7.2. Nonpayment of principal of any Loan when due within one Business
Day (or five Business Days if such payment is required solely because the
Aggregate Outstanding Credit Exposure exceeds the Borrowing Base as a result of
the Agent determining that inventory or accounts receivable of a type previously
included in the Borrowing Base are no longer eligible to be so included as a
result of the Agent exercising its reasonable credit judgment as described in
the definitions of Eligible Accounts Receivable and Eligible Inventory) after
the same becomes due, nonpayment of any Reimbursement Obligation within one
Business Day after the same becomes due, or nonpayment of interest upon any Loan
or of any facility fee, LC Fee or other obligations under any of the Loan
Documents within five Business Days after the same becomes due.

          7.3. The breach by the Borrower of any of the terms or provisions of
Section 6.2, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 or 6.19.

          7.4. The breach by any Borrower (other than a breach which constitutes
a Default under another Section of this Article VII) of any of the terms or
provisions of this Agreement which is not remedied within 15 days after written
notice from the Agent or any Lender.

          7.5. Failure of the Borrower or any of its Subsidiaries to pay when
due any Indebtedness or Rate Management Obligation aggregating in excess of
$5,000,000 ("Material Indebtedness"); or the default by the Borrower or any of
its Subsidiaries in the performance (beyond the applicable grace period with
respect thereto, if any) of any term, provision or condition contained in any
agreement under which any such Material Indebtedness was created or is governed,
or any other event shall occur or condition exist, the effect of which default
or event is to cause, or to permit the holder or holders of such Material
Indebtedness to cause, such Material Indebtedness to become due prior to its
stated maturity; or any Material Indebtedness of the Borrower or any of its
Subsidiaries shall be declared to be due and payable or required to be prepaid
or repurchased (other than by a regularly scheduled payment) prior to the stated
maturity thereof; or the Borrower or any of its Subsidiaries shall not pay, or
admit in writing its inability to pay, its debts generally as they become due.



                                       44
   51


          7.6. The Borrower or any of its Subsidiaries shall (i) have an order
for relief entered with respect to it under the Federal bankruptcy laws as now
or hereafter in effect, (ii) make an assignment for the benefit of creditors,
(iii) apply for, seek, consent to, or acquiesce in, the appointment of a
receiver, custodian, trustee, examiner, liquidator or similar official for it or
any Substantial Portion of its Property, (iv) institute any proceeding seeking
an order for relief under the Federal bankruptcy laws as now or hereafter in
effect or seeking to adjudicate it a bankrupt or insolvent, or seeking
dissolution, winding up, liquidation, reorganization, arrangement, adjustment or
composition of it or its debts under any law relating to bankruptcy, insolvency
or reorganization or relief of debtors or fail to file an answer or other
pleading denying the material allegations of any such proceeding filed against
it, (v) take any corporate or partnership action to authorize or effect any of
the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in
good faith any appointment or proceeding described in Section 7.7.

          7.7. Without the application, approval or consent of the Borrower or
any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar
official shall be appointed for the Borrower or any of its Subsidiaries or any
Substantial Portion of its Property, or a proceeding described in Section
7.6(iv) shall be instituted against the Borrower or any of its Subsidiaries and
such appointment continues undischarged or such proceeding continues undismissed
or unstayed for a period of 30 consecutive days.

          7.8. Any court, government or governmental agency shall condemn, seize
or otherwise appropriate, or take custody or control of, all or any portion of
the Property of the Borrower and its Subsidiaries which, when taken together
with all other Property of the Borrower and its Subsidiaries so condemned,
seized, appropriated, or taken custody or control of, during the twelve-month
period ending with the month in which any such action occurs, constitutes a
Substantial Portion.

          7.9. The Borrower or any of its Subsidiaries shall fail within 30 days
to pay, bond or otherwise discharge one or more (i) judgments or orders for the
payment of money in excess of $5,000,000 (or the equivalent thereof in
currencies other than Dollars) in the aggregate, or (ii) nonmonetary judgments
or orders which, individually or in the aggregate, could reasonably be expected
to have a Material Adverse Effect, which judgment(s), in any such case, is/are
not stayed on appeal or otherwise being appropriately contested in good faith.

         7.10. The Unfunded Liabilities of all Single Employer Plans shall
exceed in the aggregate $5,000,000 or any Reportable Event shall occur in
connection with any Plan.

         7.11. The Borrower or any other member of the Controlled Group shall
have been notified by the sponsor of a Multiemployer Plan that it has incurred
withdrawal liability to such Multiemployer Plan in an amount which, when
aggregated with all other amounts required to be paid to Multiemployer Plans by
the Borrower or any other member of the Controlled Group as withdrawal liability
(determined as of the date of such notification), exceeds $5,000,000.

         7.12. The Borrower or any other member of the Controlled Group shall
have been notified by the sponsor of a Multiemployer Plan that such
Multiemployer Plan is in reorganization or is being terminated, within the
meaning of Title IV of ERISA, if as a result of such reorganization or
termination the aggregate annual contributions of the Borrower and the other
members of the Controlled Group (taken as a whole) to all Multiemployer Plans
which are then in reorganization or being terminated have been or will be
increased over the amounts contributed to such Multiemployer Plans for the
respective plan years of each such Multiemployer Plan immediately preceding the
plan year in which the reorganization or termination occurs by an amount
exceeding $5,000,000.



                                       45
   52


         7.13. The Borrower or any of its Subsidiaries shall (i) be the subject
of any proceeding or investigation pertaining to the release by the Borrower,
any of its Subsidiaries or any other Person of any toxic or hazardous waste or
substance into the environment, or (ii) violate any Environmental Law, which, in
the case of an event described in clause (i) or clause (ii), could reasonably be
expected to have a Material Adverse Effect.

         7.14.  Any Change in Control shall occur.

         7.15. The occurrence of any "default", as defined in any Loan Document
(other than this Agreement) or the breach of any of the terms or provisions of
any Loan Document (other than this Agreement), which default or breach continues
beyond any period of grace therein provided.

         7.16. Any Guaranty or Pledge Agreement, to the extent ever in
existence, shall fail to remain in full force or effect or any action shall be
taken to discontinue or to assert the invalidity or unenforceability of any
Guaranty or Pledge Agreement, or any Guarantor or Borrower shall fail to comply
with any of the terms or provisions of any Guaranty or Pledge Agreement to which
it is a party, or any Guarantor or Borrower shall deny that it has any further
liability under any Guaranty or Pledge Agreement to which it is a party, or
shall give notice to such effect.

         7.17. The representations and warranties set forth in Section 5.15
("Plan Assets; Prohibited Transactions") shall at any time not be true and
correct.

         7.18 Any termination of the Agreement for Inventory Purchases (or the
receipt by Borrower or the Agent of a notice of termination from IBM Credit
Corporation or any of its Affiliates relating to the Agreement for Inventory
Purchases that is not revoked within sixty days) or any material reduction in
the amount of the credit facility under the Agreement for Inventory Purchases,
provided, however, upon the receipt by Borrower or the Agent of a notice of
termination from IBM Credit Corporation relating to the Agreement for Inventory
Purchases, the Lenders' and LC Issuer's Commitments shall immediately terminate;
provided, further, that the occurrence of any of the foregoing will not be a
Default or terminate the Commitments if the ability of the Borrower and its
Subsidiaries to purchase or finance inventory previously purchased or financed
under the Agreement for Inventory Purchases is not materially diminished (such
as by the providing of trade credit by IBM Credit Corporation or any of its
Affiliates or other credit on terms comparable to the terms of the Agreement for
Inventory Purchases) as reasonably determined by the Agent.

                                  ARTICLE VIII

                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES
                 ----------------------------------------------

         8.1. ACCELERATION; FACILITY LC COLLATERAL ACCOUNT . (i) If any Default
described in Section 7.6 or 7.7 occurs with respect to the Borrower, the
obligations of the Lenders to make Loans hereunder and the obligation and power
of the LC Issuer to issue Facility LCs shall automatically terminate and the
Obligations shall immediately become due and payable without any election or
action on the part of the Agent, the LC Issuer or any Lender and the Borrower
will be and become thereby unconditionally obligated, without any further
notice, act or demand, to pay to the Agent an amount in immediately available
funds, which funds shall be held in the Facility LC Collateral Account, equal to
the difference of (x) the amount of LC Obligations at such time, less (y) the
amount on deposit in the Facility LC



                                       46
   53


Collateral Account at such time which is free and clear of all rights and claims
of third parties and has not been applied against the Obligations (such
difference, the "Collateral Shortfall Amount"). If any other Default occurs, the
Agent, with the consent of or at the request of the Required Lenders (a) may
terminate or suspend the obligations of the Lenders to make Loans hereunder and
the obligation and power of the LC Issuer to issue Facility LCs, or declare the
Obligations to be due and payable, or both, whereupon the Obligations shall
become immediately due and payable, without presentment, demand, protest or
notice of any kind, all of which each Borrower hereby expressly waives, and (b)
upon notice to the Borrower and in addition to the continuing right to demand
payment of all amounts payable under this Agreement, make demand on the Borrower
to pay, and the Borrower will, forthwith upon such demand and without any
further notice or act, pay to the Agent the Collateral Shortfall Amount, which
funds shall be deposited in the Facility LC Collateral Account. Notwithstanding
any provision to the contrary, it is understood that, other than with respect to
a Default described in Section 7.6 of 7.7, (1) no Lender has the right to
individually terminate its obligations to make Loans hereunder (such right of
termination residing with the Agent as provided above), and (2) no Lender has
the right to declare its Loans due and payable prior to maturity (such right to
declare the Loans due and payable residing with the Agent as provided above).

         (ii) If at any time while any Default is continuing, the Agent
determines that the Collateral Shortfall Amount at such time is greater than
zero, the Agent may make demand on the Borrower to pay, and the Borrower will,
forthwith upon such demand and without any further notice or act, pay to the
Agent the Collateral Shortfall Amount, which funds shall be deposited in the
Facility LC Collateral Account.

         (iii) The Agent may at any time or from time to time after funds are
deposited in the Facility LC Collateral Account, apply such funds to the payment
of the Obligations and any other amounts as shall from time to time have become
due and payable by the Borrower to the Lenders or the LC Issuer under the Loan
Documents.

         (iv) At any time while any Default is continuing, neither the Borrower
nor any Person claiming on behalf of or through the Borrower shall have any
right to withdraw any of the funds held in the Facility LC Collateral Account.
After all of the Obligations have been indefeasibly paid in full and the
Aggregate Commitment has been terminated, any funds remaining in the Facility LC
Collateral Account shall be returned by the Agent to the Borrower or paid to
whomever may be legally entitled thereto at such time.

         (v) If, within 30 days after acceleration of the maturity of the
Obligations or termination of the obligations of the Lenders to make Loans and
the obligation and power of the LC Issuer to issue Facility LCs hereunder as a
result of any Default (other than any Default as described in Section 7.6 or 7.7
with respect to the Borrower) and before any judgment or decree for the payment
of the Obligations due shall have been obtained or entered, the Required Lenders
(in their sole discretion) shall so direct, the Agent shall, by notice to the
Borrower, rescind and annul such acceleration and/or termination.

         8.2. AMENDMENTS. Subject to the provisions of this Article VIII, the
Required Lenders (or the Agent with the consent in writing of the Required
Lenders) and the Borrowers may enter into agreements supplemental hereto for the
purpose of adding or modifying any provisions to the Loan Documents or changing
in any manner the rights of the Lenders or the Borrowers hereunder or waiving
any Default hereunder; provided, however, that no such supplemental agreement
shall, without the consent of all of the Lenders:


                                       47
   54



      (i)         Extend the final maturity of any Loan, or extend the expiry
                  date of any Facility LC to a date after the Facility
                  Termination Date or forgive all or any portion of the
                  principal amount thereof, any accrued interest or fees or any
                  Reimbursement Obligation related thereto, or reduce the
                  Applicable Margin or the Applicable Fee Rate or extend the
                  time of payment of interest or fees thereon or Reimbursement
                  Obligations related thereto.

      (ii)        Reduce the percentage specified in the definition of Required
                  Lenders.

      (iii)       Extend the Facility Termination Date, or reduce the amount or
                  extend the payment date for, the mandatory payments required
                  under Section 2.2 (including any mandatory payment required as
                  a result of the terms of Section 6.12(v)), or increase the
                  amount of the Aggregate Commitment (other than as allowed
                  under Section 2.6(iii)), the Commitment of any Lender (other
                  than as allowed under Section 2.6(iii)) hereunder or the
                  commitment to issue Facility LCs, or permit any Borrower to
                  assign its rights under this Agreement.

      (iv)        Amend this Section 8.2 or Section 2.6(iii).

      (v)         Release the Borrower as a Guarantor hereunder or, except as
                  permitted by the Loan Documents, release all or substantially
                  all of any collateral pledged under any Pledge Agreement.

No amendment of any provision of this Agreement relating to the Agent shall be
effective without the written consent of the Agent, no amendment of any
provisions relating to the LC Issuer shall be effective without the written
consent of the LC Issuer and no amendment of any provision of this Agreement
relating to the Swing Line Lender or any Swing Line Loans shall be effective
without the written consent of the Swing Line Lender. The Agent may waive
payment of the fee required under Section 12.3.2 without obtaining the consent
of any other party to this Agreement. Notwithstanding anything herein to the
contrary, no Defaulting Lender shall be entitled to vote (whether to consent or
to withhold its consent) with respect to any amendment, modification,
termination or waiver and, for purposes of the determining the Required Lenders,
the Commitments and the Outstanding Credit Exposure of each Defaulting Lender
shall be disregarded and the Agent shall have the ability, but not the
obligation, to replace any Defaulting Lender with another lender or lenders.

In addition to the above, any Foreign Subsidiaries of the Borrower may be added
as Foreign Subsidiary Borrowers hereto at any time upon (A) the execution and
delivery by the Borrower, such Foreign Subsidiary Borrower and the Agent, of a
joinder agreement in form satisfactory to the Agent providing for such
Subsidiary to become a Foreign Subsidiary Borrower, (B) the execution and
delivery by the Borrower of a Guaranty with respect to such Foreign Subsidiary
Borrower, (C) the delivery to the Agent of such legal opinions, resolutions and
corporate documents as requested by the Agent, (D) the delivery such other
documents with respect thereto as the Agent shall reasonably request and (E) the
written approval of the Agent.

         8.3. PRESERVATION OF RIGHTS. No delay or omission of the Lenders, the
LC Issuer or the Agent to exercise any right under the Loan Documents shall
impair such right or be construed to be a waiver of any Default or an
acquiescence therein, and the making of a Credit Extension notwithstanding the
existence of a Default or the inability of the Borrowers to satisfy the
conditions precedent to such Credit Extension shall not constitute any waiver or
acquiescence. Any single or partial exercise of any such right shall not
preclude other or further exercise thereof or the exercise of any other right,
and no waiver, amendment or other variation of the terms, conditions or
provisions of the Loan Documents whatsoever



                                       48
   55


shall be valid unless in writing signed by the Lenders required pursuant to
Section 8.2, and then only to the extent in such writing specifically set forth.
All remedies contained in the Loan Documents or by law afforded shall be
cumulative and all shall be available to the Agent, the LC Issuer and the
Lenders until the Obligations have been paid in full.

                                   ARTICLE IX

                               GENERAL PROVISIONS
                               ------------------

         9.1. SURVIVAL OF REPRESENTATIONS. All representations and warranties of
the Borrowers contained in this Agreement, as updated from time to time in
accordance with Section 8.2, shall survive the making of the Credit Extensions
herein contemplated.

         9.2. GOVERNMENTAL REGULATION. Anything contained in this Agreement to
the contrary notwithstanding, neither the LC Issuer nor any Lender shall be
obligated to extend credit to any Borrower in violation of any limitation or
prohibition provided by any applicable statute or regulation.

         9.3. HEADINGS. Section headings in the Loan Documents are for
convenience of reference only, and shall not govern the interpretation of any of
the provisions of the Loan Documents.

         9.4. ENTIRE AGREEMENT. The Loan Documents embody the entire agreement
and understanding among the Borrowers, the Agent, the LC Issuer and the Lenders
and supersede all prior agreements and understandings among the Borrower, the
Agent, the LC Issuer and the Lenders relating to the subject matter thereof
other than the fee letter described in Section 10.13.

         9.5. SEVERAL OBLIGATIONS; BENEFITS OF THIS AGREEMENT. The respective
obligations of the Lenders hereunder are several and not joint and no Lender
shall be the partner or agent of any other (except to the extent to which the
Agent is authorized to act as such). The failure of any Lender to perform any of
its obligations hereunder shall not relieve any other Lender from any of its
obligations hereunder. This Agreement shall not be construed so as to confer any
right or benefit upon any Person other than the parties to this Agreement and
their respective successors and assigns, provided, however, that the parties
hereto expressly agree that the Arranger shall enjoy the benefits of the
provisions of Sections 9.6, 9.10 and 10.11 to the extent specifically set forth
therein and shall have the right to enforce such provisions on its own behalf
and in its own name to the same extent as if it were a party to this Agreement.

         9.6. EXPENSES; INDEMNIFICATION. (i) The Borrower shall reimburse the
Agent and the Arranger for any costs, internal charges and out-of-pocket
expenses (including reasonable attorneys' fees and time charges of attorneys for
the Agent, which attorneys may be employees of the Agent) paid or incurred by
the Agent or the Arranger in connection with the preparation, negotiation,
execution, delivery, syndication, distribution (including, without limitation,
via the internet), review, amendment, modification, and administration of the
Loan Documents. The Borrower also agrees to reimburse the Agent, the Arranger,
the LC Issuer and the Lenders for any costs, internal charges and out-of-pocket
expenses (including reasonable attorneys' fees and time charges of attorneys for
the Agent, the Arranger, the LC Issuer and the Lenders, which attorneys may be
employees of the Agent, the Arranger, the LC Issuer or the Lenders) paid or
incurred by the Agent, the Arranger, the LC Issuer or any Lender in connection
with the collection and enforcement of the Loan Documents. Expenses being
reimbursed by



                                       49
   56


the Borrower under this Section include, without limitation, costs and expenses
incurred in connection with the Reports described in the following sentence. The
Borrower acknowledges that from time to time Bank One may prepare and may
distribute to the Lenders (but shall have no obligation or duty to prepare or to
distribute to the Lenders) certain audit reports (the "Reports") pertaining to
the Borrower's assets for internal use by Bank One from information furnished to
it by or on behalf of the Borrower, after Bank One has exercised its rights of
inspection pursuant to this Agreement.

         (ii) The Borrower hereby further agrees to indemnify the Agent, the
Arranger, the LC Issuer and each Lender, their respective affiliates, and each
of their directors, officers and employees against all losses, claims, damages,
penalties, judgments, liabilities and expenses (including, without limitation,
all expenses of litigation or preparation therefor whether or not the Agent, the
Arranger, the LC Issuer or any Lender or any affiliate is a party thereto) which
any of them may pay or incur arising out of or relating to this Agreement, the
other Loan Documents, the transactions contemplated hereby or the direct or
indirect application or proposed application of the proceeds of any Credit
Extension hereunder except to the extent that they are determined in a final
non-appealable judgment by a court of competent jurisdiction to have resulted
from the gross negligence or willful misconduct of the party seeking
indemnification. The obligations of the Borrower under this Section 9.6 shall
survive the termination of this Agreement.

         9.7. NUMBERS OF DOCUMENTS. All statements, notices, closing documents,
and requests hereunder shall be furnished to the Agent with sufficient
counterparts so that the Agent may furnish one to each of the Lenders.

         9.8. ACCOUNTING. (i) Except as otherwise expressly provided herein, all
accounting terms used herein shall be interpreted, and all financial statements
and certificates and reports as to financial matters required to be delivered to
the Lenders hereunder shall (unless otherwise disclosed to the Lenders in
writing at the time of delivery thereof in the manner described in subsection
(ii) below) be prepared, in accordance with Agreement Accounting Principles
(subject, in the case of financial statements which are not fiscal year end
statements, to the absence of footnotes and year-end audit adjustments);
PROVIDED that, if the Borrower notifies the Agent that it wishes to amend any
covenant in Article VI to eliminate the effect of any change in Agreement
Accounting Principles (or if the Agent notifies the Borrower that the Agent or
the Required Lenders wish to amend Article VI for such purpose), then the
Borrower's compliance with such covenants shall be determined on the basis of
Agreement Accounting Principles in effect immediately before the relevant change
in Agreement Accounting Principles became effective until either such notice is
withdrawn or such covenant or any such defined term is amended in a manner
satisfactory to the Borrower and the Required Lenders. Notwithstanding anything
herein, in any financial statements of the Borrower or in Agreement Accounting
Principles to the contrary, for purposes of calculating and determining
compliance with the financial covenants in Article VI and determining the
Applicable Margin, including defined terms used therein, any Acquisition made by
the Borrower or any of its Subsidiaries, including through mergers or
consolidations and including any related financing transactions, during the
period for which such financial covenants and the Applicable Margin were
calculated shall be deemed to have occurred on the first day of the relevant
period for which such financial covenants and the Applicable Margin were
calculated on a pro forma basis acceptable to the Agent.

                   (ii) The Borrower shall deliver to the Lenders at the same
time as the delivery of any financial statement under Section 6.1(i) or (ii):
(x) a description in reasonable detail of any material variation between the
application or other modification of accounting principles employed in the
preparation of such statement and the application or other modification of
accounting principles employed in the preparation of the immediately prior
annual or quarterly financial statements as to which no objection has been made
in accordance with the last sentence of subsection (i) above and (y) reasonable
estimates of



                                       50
   57


the difference between such statements arising as a consequence thereof.

         9.9. SEVERABILITY OF PROVISIONS. Any provision in any Loan Document
that is held to be inoperative, unenforceable, or invalid in any jurisdiction
shall, as to that jurisdiction, be inoperative, unenforceable, or invalid
without affecting the remaining provisions in that jurisdiction or the
operation, enforceability, or validity of that provision in any other
jurisdiction, and to this end the provisions of all Loan Documents are declared
to be severable.

         9.10. NONLIABILITY OF LENDERS. The relationship between the Borrowers
on the one hand and the Lenders, the LC Issuer and the Agent on the other hand
shall be solely that of borrower and lender. Neither the Agent, the Arranger nor
any Lender shall have any fiduciary responsibilities to the Borrowers. Neither
the Agent, the Arranger, the LC Issuer nor any Lender undertakes any
responsibility to the Borrowers to review or inform the Borrowers of any matter
in connection with any phase of any Borrower's business or operations. Each
Borrower agrees that neither the Agent, the Arranger, the LC Issuer nor any
Lender shall have liability to such Borrower (whether sounding in tort, contract
or otherwise) for losses suffered by such Borrower in connection with, arising
out of, or in any way related to, the transactions contemplated and the
relationship established by the Loan Documents, or any act, omission or event
occurring in connection therewith, unless it is determined in a final
non-appealable judgment by a court of competent jurisdiction that such losses
resulted from the gross negligence or willful misconduct of the party from which
recovery is sought. Neither the Agent, the Arranger, the LC Issuer nor any
Lender shall have any liability with respect to, and each Borrower hereby
waives, releases and agrees not to sue for, any special, indirect, consequential
or punitive damages suffered by such Borrower in connection with, arising out
of, or in any way related to the Loan Documents or the transactions contemplated
thereby.

         9.11. CONFIDENTIALITY. Each Lender agrees to hold any confidential
information which it may receive from the Borrowers pursuant to this Agreement
in confidence, except for disclosure (i) to its Affiliates and to other Lenders
and their respective Affiliates, (ii) to legal counsel, accountants, and other
professional advisors to such Lender or to a Transferee, (iii) to regulatory
officials, (iv) to any Person as requested pursuant to or as required by law,
regulation, or legal process, (v) to any Person in connection with any legal
proceeding to which such Lender is a party, (vi) to such Lender's direct or
indirect contractual counterparties in swap agreements or to legal counsel,
accountants and other professional advisors to such counterparties, and (vii)
permitted by Section 12.4.

         9.12. NONRELIANCE. Each Lender hereby represents that it is not relying
on or looking to any Margin Stock for the repayment of the Credit Extensions
provided for herein.

         9.13. DISCLOSURE. The Borrowers and each Lender hereby acknowledge and
agree that Bank One and/or its Affiliates from time to time may hold investments
in, make other loans to or have other relationships with the Borrower and its
Affiliates.

                                    ARTICLE X

                                    THE AGENT
                                    ---------

         10.1. APPOINTMENT; NATURE OF RELATIONSHIP. Bank One, Michigan is hereby
appointed by each of the Lenders as its contractual representative (herein
referred to as the "Agent") hereunder and under



                                       51
   58


each other Loan Document, and each of the Lenders irrevocably authorizes the
Agent to act as the contractual representative of such Lender with the rights
and duties expressly set forth herein and in the other Loan Documents. The Agent
agrees to act as such contractual representative upon the express conditions
contained in this Article X. Notwithstanding the use of the defined term
"Agent," it is expressly understood and agreed that the Agent shall not have any
fiduciary responsibilities to any Lender by reason of this Agreement or any
other Loan Document and that the Agent is merely acting as the contractual
representative of the Lenders with only those duties as are expressly set forth
in this Agreement and the other Loan Documents. In its capacity as the Lenders'
contractual representative, the Agent (i) does not hereby assume any fiduciary
duties to any of the Lenders, (ii) is a "representative" of the Lenders within
the meaning of the Uniform Commercial Code and (iii) is acting as an independent
contractor, the rights and duties of which are limited to those expressly set
forth in this Agreement and the other Loan Documents. Each of the Lenders hereby
agrees to assert no claim against the Agent on any agency theory or any other
theory of liability for breach of fiduciary duty, all of which claims each
Lender hereby waives.

         10.2. POWERS. The Agent shall have and may exercise such powers under
the Loan Documents as are specifically delegated to the Agent by the terms of
each thereof, together with such powers as are reasonably incidental thereto.
The Agent shall have no implied duties to the Lenders, or any obligation to the
Lenders to take any action thereunder except any action specifically provided by
the Loan Documents to be taken by the Agent.

         10.3. GENERAL IMMUNITY. Neither the Agent nor any of its directors,
officers, agents or employees shall be liable to the Borrowers, the Lenders or
any Lender for any action taken or omitted to be taken by it or them hereunder
or under any other Loan Document or in connection herewith or therewith except
to the extent such action or inaction is determined in a final non-appealable
judgment by a court of competent jurisdiction to have arisen from the gross
negligence or willful misconduct of such Person.

         10.4. NO RESPONSIBILITY FOR LOANS, RECITALS, ETC. Neither the Agent nor
any of its directors, officers, agents or employees shall be responsible for or
have any duty to ascertain, inquire into, or verify (a) any statement, warranty
or representation made in connection with any Loan Document or any borrowing
hereunder; (b) the performance or observance of any of the covenants or
agreements of any obligor under any Loan Document, including, without
limitation, any agreement by an obligor to furnish information directly to each
Lender; (c) the satisfaction of any condition specified in Article IV, except
receipt of items required to be delivered solely to the Agent; (d) the existence
or possible existence of any Default or Unmatured Default; (e) the validity,
enforceability, effectiveness, sufficiency or genuineness of any Loan Document
or any other instrument or writing furnished in connection therewith; (f) the
value, sufficiency, creation, perfection or priority of any Lien in any
collateral security; or (g) the financial condition of any Borrower or any
guarantor of any of the Obligations or of any of the Borrower's or any such
guarantor's respective Subsidiaries. The Agent shall have no duty to disclose to
the Lenders information that is not required to be furnished by the Borrowers to
the Agent at such time, but is voluntarily furnished by the Borrowers to the
Agent (either in its capacity as Agent or in its individual capacity).

         10.5. ACTION ON INSTRUCTIONS OF LENDERS. The Agent shall in all cases
be fully protected in acting, or in refraining from acting, hereunder and under
any other Loan Document in accordance with written instructions signed by the
Required Lenders, and such instructions and any action taken or failure to act
pursuant thereto shall be binding on all of the Lenders. The Lenders hereby
acknowledge that the Agent shall be under no duty to take any discretionary
action permitted to be taken by it pursuant to the provisions of this Agreement
or any other Loan Document unless it shall be requested in writing to do so


                                       52
   59


by the Required Lenders. The Agent shall be fully justified in failing or
refusing to take any action hereunder and under any other Loan Document unless
it shall first be indemnified to its satisfaction by the Lenders pro rata
against any and all liability, cost and expense that it may incur by reason of
taking or continuing to take any such action.

         10.6. EMPLOYMENT OF AGENTS AND COUNSEL. The Agent may execute any of
its duties as Agent hereunder and under any other Loan Document by or through
employees, agents, and attorneys-in-fact and shall not be answerable to the
Lenders, except as to money or securities received by it or its authorized
agents, for the default or misconduct of any such agents or attorneys-in-fact
selected by it with reasonable care. The Agent shall be entitled to advice of
counsel concerning the contractual arrangement between the Agent and the Lenders
and all matters pertaining to the Agent's duties hereunder and under any other
Loan Document.

         10.7. RELIANCE ON DOCUMENTS; COUNSEL. The Agent shall be entitled to
rely upon any Note, notice, consent, certificate, affidavit, letter, telegram,
statement, paper or document believed by it to be genuine and correct and to
have been signed or sent by the proper person or persons, and, in respect to
legal matters, upon the opinion of counsel selected by the Agent, which counsel
may be employees of the Agent.

         10.8. AGENT'S REIMBURSEMENT AND INDEMNIFICATION. The Lenders agree to
reimburse and indemnify the Agent ratably in proportion to their respective
Commitments (or, if the Commitments have been terminated, in proportion to their
Commitments immediately prior to such termination) (i) for any amounts not
reimbursed by the Borrower for which the Agent is entitled to reimbursement by
the Borrower under the Loan Documents, (ii) for any other expenses incurred by
the Agent on behalf of the Lenders, in connection with the preparation,
execution, delivery, administration and enforcement of the Loan Documents
(including, without limitation, for any expenses incurred by the Agent in
connection with any dispute between the Agent and any Lender or between two or
more of the Lenders) and (iii) for any liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind and nature whatsoever which may be imposed on, incurred by or
asserted against the Agent in any way relating to or arising out of the Loan
Documents or any other document delivered in connection therewith or the
transactions contemplated thereby (including, without limitation, for any such
amounts incurred by or asserted against the Agent in connection with any dispute
between the Agent and any Lender or between two or more of the Lenders), or the
enforcement of any of the terms of the Loan Documents or of any such other
documents, provided that (i) no Lender shall be liable for any of the foregoing
to the extent any of the foregoing is found in a final non-appealable judgment
by a court of competent jurisdiction to have resulted from the gross negligence
or willful misconduct of the Agent and (ii) any indemnification required
pursuant to Section 3.5(vii) shall, notwithstanding the provisions of this
Section 10.8, be paid by the relevant Lender in accordance with the provisions
thereof. The obligations of the Lenders under this Section 10.8 shall survive
payment of the Obligations and termination of this Agreement.

         10.9. NOTICE OF DEFAULT. The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Unmatured Default
hereunder unless the Agent has received written notice from a Lender or the
Borrower referring to this Agreement describing such Default or Unmatured
Default and stating that such notice is a "notice of default". In the event that
the Agent receives such a notice, the Agent shall give prompt notice thereof to
the Lenders.

         10.10. RIGHTS AS A LENDER. In the event the Agent is a Lender, the
Agent shall have the same rights and powers hereunder and under any other Loan
Document with respect to its Commitment and its Loans as any Lender and may
exercise the same as though it were not the Agent, and the term "Lender"



                                       53
   60


or "Lenders" shall, at any time when the Agent is a Lender, unless the context
otherwise indicates, include the Agent in its individual capacity. The Agent and
its Affiliates may accept deposits from, lend money to, and generally engage in
any kind of trust, debt, equity or other transaction, in addition to those
contemplated by this Agreement or any other Loan Document, with the Borrower or
any of its Subsidiaries in which the Borrower or such Subsidiary is not
restricted hereby from engaging with any other Person. The Agent, in its
individual capacity, is not obligated to remain a Lender.

         10.11. LENDER CREDIT DECISION. Each Lender acknowledges that it has,
independently and without reliance upon the Agent, the Arranger or any other
Lender and based on the financial statements prepared by the Borrower and such
other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement and the other Loan
Documents. Each Lender also acknowledges that it will, independently and without
reliance upon the Agent, the Arranger or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under this
Agreement and the other Loan Documents.

         10.12. SUCCESSOR AGENT. The Agent may resign at any time by giving
written notice thereof to the Lenders and the Borrower, such resignation to be
effective upon the appointment of a successor Agent or, if no successor Agent
has been appointed, forty-five days after the retiring Agent gives notice of its
intention to resign. The Agent may be removed at any time with or without cause
by written notice received by the Agent from the Required Lenders, such removal
to be effective on the date specified by the Required Lenders. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint, on
behalf of the Borrower and the Lenders, a successor Agent, with the consent of
the Borrower, which consent shall not be unreasonably withheld or delayed and
shall not be required if any Default has occurred and is continuing. If no
successor Agent shall have been so appointed by the Required Lenders within
thirty days after the resigning Agent's giving notice of its intention to
resign, then the resigning Agent may appoint, on behalf of the Borrower and the
Lenders, a successor Agent. Notwithstanding the previous sentence, the Agent may
at any time without the consent of the Borrower or any Lender, appoint any of
its Affiliates which is a commercial bank as a successor Agent hereunder. If the
Agent has resigned or been removed and no successor Agent has been appointed,
the Lenders may perform all the duties of the Agent hereunder and the Borrower
shall make all payments in respect of the Obligations to the applicable Lender
and for all other purposes shall deal directly with the Lenders. No successor
Agent shall be deemed to be appointed hereunder until such successor Agent has
accepted the appointment. Any such successor Agent shall be a commercial bank
having capital and retained earnings of at least $100,000,000. Upon the
acceptance of any appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the resigning or removed Agent. Upon
the effectiveness of the resignation or removal of the Agent, the resigning or
removed Agent shall be discharged from its duties and obligations hereunder and
under the Loan Documents. After the effectiveness of the resignation or removal
of an Agent, the provisions of this Article X shall continue in effect for the
benefit of such Agent in respect of any actions taken or omitted to be taken by
it while it was acting as the Agent hereunder and under the other Loan
Documents. In the event that there is a successor to the Agent by merger, or the
Agent assigns its duties and obligations to an Affiliate pursuant to this
Section 10.12, then the term "Prime Rate" as used in this Agreement shall mean
the prime rate, base rate or other analogous rate of the new Agent.

         10.13. AGENT AND ARRANGER FEES. The Borrower agrees to pay to the Agent
and the Arranger, for their respective accounts, the fees agreed to by the
Borrower, the Agent and the Arranger from time to time.



                                       54
   61


         10.14. DELEGATION TO AFFILIATES. The Borrowers and the Lenders agree
that the Agent may delegate any of its duties under this Agreement to any of its
Affiliates. Any such Affiliate (and such Affiliate's directors, officers, agents
and employees) which performs duties in connection with this Agreement shall be
entitled to the same benefits of the indemnification, waiver and other
protective provisions to which the Agent is entitled under Articles IX and X.

         10.15. CO-AGENTS, DOCUMENTATION AGENT, SYNDICATION AGENT, ETC. No
Lender identified in this Agreement as a "co-agent", "managing agent",
"documentation agent" or "syndication agent" shall have any right, power,
obligation, liability, responsibility or duty under this Agreement other than
those applicable to all Lenders as such. Without limiting the foregoing, none of
such Lenders shall have or be deemed to have a fiduciary relationship with any
Lender. Each Lender hereby makes the same acknowledgments with respect to such
Lenders as it makes with respect to the Agent in Section 10.11.

                                   ARTICLE XI

                            SETOFF; RATABLE PAYMENTS
                            ------------------------

         11.1. SETOFF. In addition to, and without limitation of, any rights of
the Lenders under applicable law, if any Borrower becomes insolvent, however
evidenced, or any Default occurs, any and all deposits (including all account
balances, whether provisional or final and whether or not collected or
available) and any other Indebtedness at any time held or owing by any Lender or
any Affiliate of any Lender to or for the credit or account of such Borrower may
be offset and applied toward the payment of the Obligations owing to such
Lender, whether or not the Obligations, or any part thereof, shall then be due.

         11.2. RATABLE PAYMENTS. If any Lender, whether by setoff or otherwise,
has payment made to it upon its Outstanding Credit Exposure (other than payments
received pursuant to Section 3.1, 3.2, 3.4 or 3.5) in a greater proportion than
that received by any other Lender, such Lender agrees, promptly upon demand, to
purchase a portion of the Aggregate Outstanding Credit Exposure held by the
other Lenders so that after such purchase each Lender will hold its Pro Rata
Share of the Aggregate Outstanding Credit Exposure. If any Lender, whether in
connection with setoff or amounts which might be subject to setoff or otherwise,
receives collateral or other protection for its Obligations or such amounts
which may be subject to setoff, such Lender agrees, promptly upon demand, to
take such action necessary such that all Lenders share in the benefits of such
collateral ratably in proportion to their respective Pro Rata Shares of the
Aggregate Outstanding Credit Exposure. In case any such payment is disturbed by
legal process, or otherwise, appropriate further adjustments shall be made.

                                   ARTICLE XII

                BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS
                -------------------------------------------------

         12.1. SUCCESSORS AND ASSIGNS. The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrowers and
the Lenders and their respective successors



                                       55
   62


and assigns, except that (i) no Borrower shall have the right to assign its
rights or obligations under the Loan Documents and (ii) any assignment by any
Lender must be made in compliance with Section 12.3. The parties to this
Agreement acknowledge that clause (ii) of this Section 12.1 relates only to
absolute assignments and does not prohibit assignments creating security
interests, including, without limitation, (x) any pledge or assignment by any
Lender of all or any portion of its rights under this Agreement and any Note to
a Federal Reserve Bank or (y) in the case of a Lender which is a fund, any
pledge or assignment of all or any portion of its rights under this Agreement
and any Note to its trustee in support of its obligations to its trustee;
provided, however, that no such pledge or assignment creating a security
interest shall release the transferor Lender from its obligations hereunder
unless and until the parties thereto have complied with the provisions of
Section 12.3. The Agent may treat the Person which made any Loan or which holds
any Note as the owner thereof for all purposes hereof unless and until such
Person complies with Section 12.3; provided, however, that the Agent may in its
discretion (but shall not be required to) follow instructions from the Person
which made any Loan or which holds any Note to direct payments relating to such
Loan or Note to another Person. Any assignee of the rights to any Loan or any
Note agrees by acceptance of such assignment to be bound by all the terms and
provisions of the Loan Documents. Any request, authority or consent of any
Person, who at the time of making such request or giving such authority or
consent is the owner of the rights to any Loan (whether or not a Note has been
issued in evidence thereof), shall be conclusive and binding on any subsequent
holder or assignee of the rights to such Loan.

         12.2. PARTICIPATIONS.

                  12.2.1. PERMITTED PARTICIPANTS; EFFECT. Any Lender may, in the
         ordinary course of its business and in accordance with applicable law,
         at any time sell to one or more banks or other entities
         ("Participants") participating interests in any Outstanding Credit
         Exposure of such Lender, any Note held by such Lender, any Commitment
         of such Lender or any other interest of such Lender under the Loan
         Documents. In the event of any such sale by a Lender of participating
         interests to a Participant, such Lender's obligations under the Loan
         Documents shall remain unchanged, such Lender shall remain solely
         responsible to the other parties hereto for the performance of such
         obligations, such Lender shall remain the owner of its Outstanding
         Credit Exposure and the holder of any Note issued to it in evidence
         thereof for all purposes under the Loan Documents, all amounts payable
         by the Borrower under this Agreement shall be determined as if such
         Lender had not sold such participating interests, and the Borrower and
         the Agent shall continue to deal solely and directly with such Lender
         in connection with such Lender's rights and obligations under the Loan
         Documents.

                  12.2.2. VOTING RIGHTS. Each Lender shall retain the sole right
         to approve, without the consent of any Participant, any amendment,
         modification or waiver of any provision of the Loan Documents other
         than any amendment, modification or waiver with respect to any Credit
         Extension or Commitment in which such Participant has an interest which
         would require consent of all of the Lenders pursuant to the terms of
         Section 8.2 or of any other Loan Document.

                  12.2.3. BENEFIT OF SETOFF. The Borrower agrees that each
         Participant shall be deemed to have the right of setoff provided in
         Section 11.1 in respect of its participating interest in amounts owing
         under the Loan Documents to the same extent as if the amount of its
         participating interest were owing directly to it as a Lender under the
         Loan Documents, provided that each Lender shall retain the right of
         setoff provided in Section 11.1 with respect to the amount of
         participating interests sold to each Participant. The Lenders agree to
         share with each Participant, and each Participant, by exercising the
         right of setoff provided in Section 11.1, agrees to share with each



                                       56
   63



         Lender, any amount received pursuant to the exercise of its right of
         setoff, such amounts to be shared in accordance with Section 11.2 as if
         each Participant were a Lender.

         12.3. ASSIGNMENTS.

                  12.3.1. PERMITTED ASSIGNMENTS. Any Lender may, in the ordinary
         course of its business and in accordance with applicable law, at any
         time assign to one or more banks or other entities ("Purchasers") all
         or any part of its rights and obligations under the Loan Documents.
         Such assignment shall be substantially in the form of Exhibit C or in
         such other form as may be agreed to by the parties thereto. The consent
         of the Borrower, the Agent and the LC Issuer shall be required prior to
         an assignment becoming effective with respect to a Purchaser which is
         not a Lender or an Affiliate thereof; provided, however, that if a
         Default has occurred and is continuing, the consent of the Borrower
         shall not be required. Such consent shall not be unreasonably withheld
         or delayed. Each such assignment with respect to a Purchaser which is
         not a Lender or an Affiliate thereof shall (unless each of the Borrower
         and the Agent otherwise consents) be in an amount not less than the
         lesser of (i) $5,000,000 or (ii) the remaining amount of the assigning
         Lender's Commitment (calculated as at the date of such assignment) or
         outstanding Loans (if the applicable Commitment has been terminated).
         Additionally, each such assignment by a Lender with respect to a
         Purchaser which is not an Affiliate of such Lender shall (unless each
         of the Borrower and the Agent otherwise consents) be made
         simultaneously with an assignment to such Purchaser by such Lender of a
         pro rata amount of the rights and obligations of such Lender and its
         Affiliates under the 364-Day Credit Agreement.

                  12.3.2. EFFECT; EFFECTIVE DATE. Upon (i) delivery to the Agent
         of an assignment, together with any consents required by Section
         12.3.1, and (ii) payment of a $3,500 fee to the Agent for processing
         such assignment (unless such fee is waived by the Agent), such
         assignment shall become effective on the effective date specified in
         such assignment. The assignment shall contain a representation by the
         Purchaser to the effect that none of the consideration used to make the
         purchase of the Commitment and Outstanding Credit Exposure under the
         applicable assignment agreement constitutes "plan assets" as defined
         under ERISA and that the rights and interests of the Purchaser in and
         under the Loan Documents will not be "plan assets" under ERISA. On and
         after the effective date of such assignment, such Purchaser shall for
         all purposes be a Lender party to this Agreement and any other Loan
         Document executed by or on behalf of the Lenders and shall have all the
         rights and obligations of a Lender under the Loan Documents, to the
         same extent as if it were an original party hereto, and no further
         consent or action by the Borrower, the Lenders or the Agent shall be
         required to release the transferor Lender with respect to the
         percentage of the Aggregate Commitment and Outstanding Credit Exposure
         assigned to such Purchaser. Upon the consummation of any assignment to
         a Purchaser pursuant to this Section 12.3.2, the transferor Lender, the
         Agent and the Borrower shall, if the transferor Lender or the Purchaser
         desires that its Loans be evidenced by Notes, make appropriate
         arrangements so that new Notes or, as appropriate, replacement Notes
         are issued to such transferor Lender and new Notes or, as appropriate,
         replacement Notes, are issued to such Purchaser, in each case in
         principal amounts reflecting their respective Commitments, as adjusted
         pursuant to such assignment.

         12.4. DISSEMINATION OF INFORMATION. The Borrowers authorize each Lender
to disclose to any Participant or Purchaser or any other Person acquiring an
interest in the Loan Documents by operation of law (each a "Transferee") and any
prospective Transferee any and all information in such Lender's possession
concerning the creditworthiness of the Borrower and its Subsidiaries, including
without



                                       57
   64


limitation any information contained in any Reports; provided that each
Transferee and prospective Transferee agrees to be bound by Section 9.11 of this
Agreement.

         12.5. TAX TREATMENT. If any interest in any Loan Document is
transferred to any Transferee which is organized under the laws of any
jurisdiction other than the United States or any State thereof, the transferor
Lender shall cause such Transferee, concurrently with the effectiveness of such
transfer, to comply with the provisions of Section 3.5(iv).

                                  ARTICLE XIII

                                     NOTICES
                                     -------

         13.1. NOTICES. Except as otherwise permitted by Section 2.14 with
respect to borrowing notices, all notices, requests and other communications to
any party hereunder shall be in writing (including electronic transmission,
facsimile transmission or similar writing) and shall be given to such party: (x)
in the case of the Borrower or the Agent, at its address or facsimile number set
forth on the signature pages hereof, (y) in the case of any Lender, at its
address or facsimile number set forth in its administrative questionnaire or (z)
in the case of any party, at such other address or facsimile number as such
party may hereafter specify for the purpose by notice to the Agent and the
Borrower in accordance with the provisions of this Section 13.1. Each such
notice, request or other communication shall be effective (i) if given by
facsimile transmission, when transmitted to the facsimile number specified in
this Section and confirmation of receipt is received, (ii) if given by mail, 72
hours after such communication is deposited in the mails with first class
postage prepaid, addressed as aforesaid, or (iii) if given by any other means,
when delivered (or, in the case of electronic transmission, received) at the
address specified in this Section; provided that notices to the Agent under
Article II shall not be effective until received.

         13.2. CHANGE OF ADDRESS. Any Borrower, the Agent and any Lender may
each change the address for service of notice upon it by a notice in writing to
the other parties hereto.



                                   ARTICLE XIV

                                  COUNTERPARTS
                                  ------------

         This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one agreement, and any of the parties
hereto may execute this Agreement by signing any such counterpart. This
Agreement shall be effective when it has been executed by the Borrower, the
Agent, the LC Issuer and the Lenders and each party has notified the Agent by
facsimile transmission or telephone that it has taken such action.



                                       58
   65


                                   ARTICLE XV

          CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
          ------------------------------------------------------------

         15.1. CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A
CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS OF THE STATE OF MICHIGAN.

         15.2. CONSENT TO JURISDICTION. EACH BORROWER HEREBY IRREVOCABLY SUBMITS
TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR MICHIGAN STATE
COURT SITTING IN DETROIT, MICHIGAN IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY IRREVOCABLY AGREES THAT
ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER
HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A
COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT
THE RIGHT OF THE AGENT, THE LC ISSUER OR ANY LENDER TO BRING PROCEEDINGS AGAINST
ANY BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY
ANY BORROWER AGAINST THE AGENT, THE LC ISSUER OR ANY LENDER OR ANY AFFILIATE OF
THE AGENT, THE LC ISSUER OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY
MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN
DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN DETROIT, MICHIGAN.

         15.3. WAIVER OF JURY TRIAL. EACH BORROWER, THE AGENT, THE LC ISSUER AND
EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING,
DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR
OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN
DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.



                                       59
   66


         IN WITNESS WHEREOF, the Borrower, the Lenders, the LC Issuer and the
Agent have executed this Agreement as of the date first above written.

                               PIONEER-STANDARD ELECTRONICS, INC.


                               By:  /s/ James L. Bayman
                                  ----------------------------------------------
                                  James L. Bayman

                               Title:  Chairman and Chief Executive Officer
                                     ------------------------------------------
                                        6065 Parkland Blvd.
                                        Cleveland, Ohio 44124

                               Attention:  Steven M. Billick, chief financial
                                           officer
                                        Telephone:   (440) 720-8680
                                        FAX:         (440) 720-8677



                                       60
   67



Commitments
- -----------

         $36,666,669                    BANK ONE, MICHIGAN,
                                        as Administrative Agent and as a Lender

                                        By:  /s/ Paul R. DeMelo
                                            ------------------------------------
                                                PAUL R. DEMELO

                                        Title:  MANAGING DIRECTOR
                                              ----------------------------------
                                                    611 Woodward Avenue
                                                    Detroit, Michigan 48226

                                        Attention:  Krista Flynn
                                                 Telephone:   (313)  225-2487
                                                 FAX:         (313)  226-0085



                                       61
   68


Commitments
- -----------

         $33,000,000                    KEYBANK NATIONAL ASSOCIATION,
                                        as Syndication Agent and as a Lender

                                        By: /s/ Brendon A. Lawlor
                                            ------------------------------------

                                        Title: Vice President
                                              ----------------------------------
                                                 127 Public Square
                                                 Cleveland, OH  44114

                                        Attention: Brendan Lawlor
                                              Telephone:   (216) 689-5642
                                              FAX:         (216) 689-4981



                                       62
   69


Commitments
- -----------

         $29,333,333                    ABN AMRO BANK N.V.,
                                        as Documentation Agent and as a Lender

By:  /s/ Authorized Signatory           By: /s/ N. Smith
    ----------------------------            ------------------------------------

Title:  Vice President                 Title:  Assistant Vice President
      --------------------------              ----------------------------------
                                                    208 S. LaSalle, Suite 1500
                                                    Chicago, IL 60604

                                        Attention: Credit Administration
                                             Telephone:   (312)  992-5110
                                             FAX:         (312)  992-5111



                                       63
   70


Commitments
- -----------

         $25,666,667                    FIRSTAR BANK, NA
                                        as Managing Agent and as Lender

                                        By:   /s/ W. Gregory Schild
                                            ------------------------------------

                                        Title:  Vice President
                                              ----------------------------------
                                                1350 Euclid Avenue, Suite 800
                                                Cleveland, OH  44115

                                        Attention:  John D. Barrett
                                              Telephone:   (216) 623-9221
                                              FAX:         (216) 623-9208



                                       64
   71


Commitments
- -----------

         $18,333,333                    BANK OF TOKYO-MITSUBISHI, LTD.,
                                        as a Co-Agent and as a Lender

                                        By:  /s/ Hasashi Miyashiro
                                            ------------------------------------
                                            Hasashi Miyashiro

                                        Title:   Deputy General Manager
                                               ---------------------------------
                                                    227 W. Monroe St.
                                                    Suite 2300
                                                    Chicago, IL 60606

                                        Attention: Thomas Denio
                                              Telephone:    (312)  696-4665
                                              FAX:          (312)  696-4535



                                       65
   72


Commitments
- -----------

         $18,333,333                    THE CHASE MANHATTAN BANK,
                                        as a Co-Agent and as a Lender

                                        By:  /s/ Henry W. Centa
                                            ------------------------------------

                                        Title:  Vice President
                                              ----------------------------------
                                                    250 West Huron Road
                                                    Cleveland, OH  44113

                                        Attention: Henry W. Centa
                                              Telephone:   (216)  479-2534
                                              FAX:         (216)  479-2732

                                       66
   73


Commitments
- -----------

         $18,333,333                    COMERICA BANK,
                                        as a Co-Agent and as a Lender

                                        By:  /s/ Jeffrey J. Judge
                                           -------------------------------------

                                        Title:   Vice President
                                               ---------------------------------
                                                    500 Woodward Avenue
                                                    MC 3268
                                                    Detroit, Michigan 48226

                                        Attention: Jeffrey J. Judge
                                              Telephone:    (313)  222-3801
                                              FAX:          (313)  222-9514




                                       67
   74


Commitments
- -----------

         $18,333,333                    HARRIS TRUST AND SAVINGS BANK,
                                        as a Co-Agent and as a Lender

                                        By:  /s/ Michael J. Johnson
                                            ------------------------------------
                                               MICHAEL J. JOHNSON

                                        Title: VICE PRESIDENT
                                              ----------------------------------
                                                    111 West Monroe Street
                                                    Chicago, IL 60603

                                        Attention: Michael J. Johnson
                                              Telephone:  (312)  461-5457
                                              FAX:        (312)  461-5225



                                       68
   75


Commitments
- -----------

         $18,333,333                    MELLON BANK, N.A.,
                                        as a Co-Agent and as a Lender

                                        By:   Mark F. Johnston
                                           -------------------------------------

                                        Title:  VP
                                              ----------------------------------
                                                    Three Mellon Bank Center
                                                    Room 1203
                                                    Pittsburgh, PA  15259

                                        Attention: Mark F. Johnston
                                              Telephone:    (412)  326-2793
                                              FAX:          (412)  326-1914



                                       69
   76


Commitments
- -----------

         $18,333,333                 NATIONAL CITY BANK ,
                                     as a Co-Agent and as a Lender

                                     By:  /s/ Anthony J. DiMare
                                         ---------------------------------------

                                     Title:  S.V.P
                                            ------------------------------------
                                             1900 East Ninth Street - Loc. 2083
                                             Cleveland, OH  44114

                                     Attention:  Anthony J. DiMare
                                           Telephone:  (216)  575-3344
                                           FAX:        (216)  575-9396


                                       70
   77


Commitments
- -----------

         $11,000,000                    FIFTH THIRD BANK, NORTHEASTERN OHIO


                                        By:  /s/ R. C. Lanctot
                                            ------------------------------------

                                        Title:  V.P.
                                              ----------------------------------
                                                    1404 East 9th Street
                                                    Cleveland, OH  44114

                                        Attention: Roy C. Lanctot
                                              Telephone:    (216)  274-5473
                                              FAX:          (216)  274-5510


                                       71
   78


Commitments
- -----------

         $11,000,000                    FIRSTMERIT BANK, N.A.


                                        By:  /s/ Edward O. Yannayon
                                           -------------------------------------

                                        Title:  Vice President
                                              ----------------------------------
                                                    106 S. Main Street
                                                    Akron, Ohio 44308

                                        Attention: Ed Yannayon
                                              Telephone:   (330)  996-6044
                                              FAX:         (330)  996-6272



                                       72
   79


Commitments
- -----------

         $11,000,000                 THE FUJI BANK, LIMITED


                                     By:  /s/ Peter L. Chinnici
                                         --------------------------------------
                                         Peter L. Chinnici

                                     Title:  Senior Vice President & Group Head
                                           ------------------------------------



                                       73
   80


Commitments
- -----------

         $7,333,333            BW CAPITAL MARKETS, INC.


                               By:  /s/ Philip G. Waldrop     /s/ Thomas A. Lowe
                                   ---------------------------------------------
                                        Philip G. Waldrop      Thomas A. Lowe

                               Title:   Vice President         Vice President
                                      ------------------------------------------
                                           630 Fifth Avenue
                                           Rockefeller Center
                                           Suite 1919
                                           New York, NY 1011

                               Attention: Thomas A. Lowe
                                     Telephone:   (212)  218-1804
                                     FAX:         (212)  218-1816



                                       74

   81


                                PRICING SCHEDULE



============================ ============== ================== ================== ================= ================
     APPLICABLE MARGIN          LEVEL I         LEVEL II          LEVEL III          LEVEL IV          LEVEL V
                                STATUS           STATUS             STATUS            STATUS            STATUS

- ---------------------------- -------------- ------------------ ------------------ ----------------- ----------------
                                                                                          
Eurodollar Rate and Letter       0.80%            1.00%              1.20%             1.50%             1.80%
of Credit Applicable Margin
- ---------------------------- -------------- ------------------ ------------------ ----------------- ----------------
 Floating Rate Applicable         0%               0%                 0%                 0%               0%
          Margin
============================ ============== ================== ================== ================= ================
  Facility Fee Applicable        0.20%            0.25%              0.30%             0.375%            0.45%
          Margin
============================ ============== ================== ================== ================= ================




         Notwithstanding the above table or anything herein to the contrary, (a)
if at any time the Borrower has no Moody's Rating or no S&P Rating, Level V
Status shall exist and (b) if the Borrower's Moody's Rating and S&P Rating are
split by more than one level, the Status shall be determined based on the rating
one level below the higher rating.

         For the purposes of this Schedule, the following terms have the
following meanings, subject to the final paragraph of this Schedule:

         "Level I Status" exists at any date if, on such date, the Borrower's
Moody's Rating is Baa2 or better or the Borrower's S&P Rating is BBB or better.

         "Level II Status" exists at any date if, on such date, (i) the Borrower
has not qualified for Level I Status and (ii) the Borrower's Moody's Rating is
Baa3 or better or the Borrower's S&P Rating is BBB- or better.

         "Level III Status" exists at any date if, on such date, (i) the
Borrower has not qualified for Level I Status or Level II Status and (ii) the
Borrower's Moody's Rating is Ba1 or better or the Borrower's S&P Rating is BB+
or better.

         "Level IV Status" exists at any date if, on such date, (i) the Borrower
has not qualified for Level I Status, Level II Status or Level III Status and
(ii) the Borrower's Moody's Rating is Ba2 or better or the Borrower's S&P Rating
is BB or better.

         "Level V Status" exists at any date if, on such date, the Borrower has
not qualified for Level I Status, Level II Status, Level III or Level IV Status.

         "Moody's Rating" means, at any time, the rating issued by Moody's and
then in effect with respect to the Borrower's senior unsecured long-term debt
securities without third-party credit enhancement.

         "S&P Rating" means, at any time, the rating issued by S&P and then in
effect with respect to the Borrower's senior unsecured long-term debt securities
without third-party credit enhancement.



                                       75
   82


         "Status" means either Level I Status, Level II Status, Level III
Status, Level IV or Level V Status.

         The Applicable Margin and Applicable Fee Rate shall be determined in
accordance with the foregoing table based on the Borrower's Status as determined
from its then-current Moody's and S&P Ratings. The credit rating in effect on
any date for the purposes of this Schedule is that in effect at the close of
business on such date.











                                       76
   83



                                    EXHIBIT A

                                 FORM OF OPINION

                  [To be replaced by opinion issued at closing]

                                                                      ,
                                                        --------------

The Agent, the LC Issuer and the Lenders who are parties to the
Five-Year Credit Agreement described below.

Gentlemen/Ladies:


         We are counsel for Pioneer-Standard Electronics, Inc. (the "Borrower"),
and have represented the Borrower in connection with its execution and delivery
of a Five-Year Credit Agreement dated as of September 15, 2000 (the "Agreement")
among the Borrowers, the Lenders named therein, and Bank One, Michigan, as Agent
and as LC Issuer, and providing for Credit Extensions in an aggregate principal
amount not exceeding $275,000,000 at any one time outstanding. All capitalized
terms used in this opinion and not otherwise defined herein shall have the
meanings attributed to them in the Agreement.

         We have examined the Borrower's **[describe constitutive documents of
Borrower and appropriate evidence of authority to enter into the transaction]**,
the Loan Documents and such other matters of fact and law which we deem
necessary in order to render this opinion. Based upon the foregoing, it is our
opinion that:

         l. Each of the Borrower and its Subsidiaries is a corporation,
partnership or limited liability company duly and properly incorporated or
organized, as the case may be, validly existing and (to the extent such concept
applies to such entity) in good standing under the laws of its jurisdiction of
incorporation or organization and has all requisite authority to conduct its
business in each jurisdiction in which its business is conducted.

         2. The execution and delivery by the Borrower of the Loan Documents to
which it is a party and the performance by the Borrower of its obligations
thereunder have been duly authorized by proper corporate proceedings on the part
of the Borrower and will not:

                  (a) require any consent of the Borrower's shareholders or
         members (other than any such consent as has already been given and
         remains in full force and effect);

                  (b) violate (i) any law, rule, regulation, order, writ,
         judgment, injunction, decree or award binding on the Borrower or any of
         its Subsidiaries or (ii) the Borrower's or any Subsidiary's articles or
         certificate of incorporation, partnership agreement, certificate of
         partnership, articles or certificate of organization, by-laws, or
         operating or other management agreement, as the case may be, or (iii)
         the provisions of any indenture, instrument or agreement to which the
         Borrower or any of its Subsidiaries is a party or is subject, or by
         which it, or its Property, is bound, or conflict with or constitute a
         default thereunder; or

                  (c) result in, or require, the creation or imposition of any
         Lien in, of or on the Property of the Borrower or a Subsidiary pursuant
         to the terms of any indenture, instrument or agreement binding upon the
         Borrower or any of its Subsidiaries.


   84


         3. The Loan Documents to which the Borrower is a party have been duly
executed and delivered by the Borrower and constitute legal, valid and binding
obligations of the Borrower enforceable against the Borrower in accordance with
their terms except to the extent the enforcement thereof may be limited by
bankruptcy, insolvency or similar laws affecting the enforcement of creditors'
rights generally and subject also to the availability of equitable remedies if
equitable remedies are sought.

         4. There is no litigation, arbitration, governmental investigation,
proceeding or inquiry pending or, to the best of our knowledge after due
inquiry, threatened against the Borrower or any of its Subsidiaries which, if
adversely determined, could reasonably be expected to have a Material Adverse
Effect.

         5. No order, consent, adjudication, approval, license, authorization,
or validation of, or filing, recording or registration with, or exemption by, or
other action in respect of any governmental or public body or authority, or any
subdivision thereof, which has not been obtained by the Borrower or any of its
Subsidiaries, is required to be obtained by the Borrower or any of its
Subsidiaries in connection with the execution and delivery of the Loan
Documents, the borrowings under the Agreement, the payment and performance by
the Borrower of the Obligations, or the legality, validity, binding effect or
enforceability of any of the Loan Documents.

         This opinion may be relied upon by the Agent, the LC Issuer the Lenders
and their participants, assignees and other transferees.



                                              Very truly yours,


   85


                                    EXHIBIT B

                             COMPLIANCE CERTIFICATE

To:      The Lenders parties to the
         Five-Year Credit Agreement Described Below

         This Compliance Certificate is furnished pursuant to that certain
Five-Year Credit Agreement dated as of September 15, 2000 (as amended, modified,
renewed or extended from time to time, the "Agreement") among Pioneer-Standard
Electronics, Inc. (the "Borrower"), the foreign subsidiary borrowers and lenders
party thereto and Bank One, Michigan, as Agent for the Lenders and as LC Issuer.
Unless otherwise defined herein, capitalized terms used in this Compliance
Certificate have the meanings ascribed thereto in the Agreement.

         THE UNDERSIGNED HEREBY CERTIFIES THAT:

         1.  I am the duly elected                       of the Borrower;
                                   ---------------------

         2. I have reviewed the terms of the Agreement and I have made, or have
caused to be made under my supervision, a detailed review of the transactions
and conditions of the Borrower and its Subsidiaries during the accounting period
covered by the attached financial statements;

         3. The examinations described in paragraph 2 did not disclose, and I
have no knowledge of, the existence of any condition or event which constitutes
a Default or Unmatured Default during or at the end of the accounting period
covered by the attached financial statements or as of the date of this
Certificate, except as set forth below; and

         4. Schedule I attached hereto sets forth financial data and
computations evidencing the Borrower's compliance with certain covenants of the
Agreement, all of which data and computations are true, complete and correct.

         Described below are the exceptions, if any, to paragraph 3 by listing,
in detail, the nature of the condition or event, the period during which it has
existed and the action which the Borrower has taken, is taking, or proposes to
take with respect to each such condition or event:


         -----------------------------------------------------------------------

         -----------------------------------------------------------------------

         -----------------------------------------------------------------------

         -----------------------------------------------------------------------


         The foregoing certifications, together with the computations set forth
in Schedule I hereto and the financial statements delivered with this
Certificate in support hereof, are made and delivered this day of _______, ____.

                                                              __________________




                                       79
   86


                      SCHEDULE I TO COMPLIANCE CERTIFICATE

                      Compliance as of _________, ____ with
                        Provisions of _____ and ______ of
                                  the Agreement






                                       80
   87


                                    EXHIBIT C

                              ASSIGNMENT AGREEMENT

         This Assignment Agreement (this "Assignment Agreement") between
_______________ (the "Assignor") and ___________________ (the "Assignee") is
dated as of _________, _______. The parties hereto agree as follows:


         1. PRELIMINARY STATEMENT. The Assignor is a party to a Five-Year Credit
Agreement (which, as it may be amended, modified, renewed or extended from time
to time is herein called the "Credit Agreement") described in Item 1 of Schedule
1 attached hereto ("Schedule 1"). Capitalized terms used herein and not
otherwise defined herein shall have the meanings attributed to them in the
Credit Agreement.

         2. ASSIGNMENT AND ASSUMPTION. The Assignor hereby sells and assigns to
the Assignee, and the Assignee hereby purchases and assumes from the Assignor,
an interest in and to the Assignor's rights and obligations under the Credit
Agreement and the other Loan Documents, such that after giving effect to such
assignment the Assignee shall have purchased pursuant to this Assignment
Agreement the percentage interest specified in Item 3 of Schedule 1 of all
outstanding rights and obligations under the Credit Agreement and the other Loan
Documents relating to the facilities listed in Item 3 of Schedule 1. The
aggregate Commitment (or Outstanding Credit Exposure, if the applicable
Commitment has been terminated) purchased by the Assignee hereunder is set forth
in Item 4 of Schedule 1.

         3. EFFECTIVE DATE. The effective date of this Assignment Agreement (the
"Effective Date") shall be the later of the date specified in Item 5 of Schedule
1 or two Business Days (or such shorter period agreed to by the Agent) after
this Assignment Agreement, together with any consents required under the Credit
Agreement, are delivered to the Agent. In no event will the Effective Date occur
if the payments required to be made by the Assignee to the Assignor on the
Effective Date are not made on the proposed Effective Date.

         4. PAYMENT OBLIGATIONS. In consideration for the sale and assignment of
Outstanding Credit Exposure hereunder, the Assignee shall pay the Assignor, on
the Effective Date, the amount agreed to by the Assignor and the Assignee. On
and after the Effective Date, the Assignee shall be entitled to receive from the
Agent all payments of principal, interest, Reimbursement Obligations and fees
with respect to the interest assigned hereby. The Assignee will promptly remit
to the Assignor any interest on Loans and fees received from the Agent which
relate to the portion of the Commitment or Outstanding Credit Exposure assigned
to the Assignee hereunder for periods prior to the Effective Date and not
previously paid by the Assignee to the Assignor. In the event that either party
hereto receives any payment to which the other party hereto is entitled under
this Assignment Agreement, then the party receiving such amount shall promptly
remit it to the other party hereto.

         5. RECORDATION FEE. The Assignor and Assignee each agree to pay
one-half of the recordation fee required to be paid to the Agent in connection
with this Assignment Agreement unless otherwise specified in Item 6 of Schedule
1.

         6. REPRESENTATIONS OF THE ASSIGNOR; LIMITATIONS ON THE ASSIGNOR'S
LIABILITY. The Assignor represents and warrants that (i) it is the legal and
beneficial owner of the interest being assigned by it hereunder, (ii) such
interest is free and clear of any adverse claim created by the Assignor and
(iii) the execution and delivery of this Assignment Agreement by the Assignor is
duly


                                       81
   88


authorized. It is understood and agreed that the assignment and assumption
hereunder are made without recourse to the Assignor and that the Assignor makes
no other representation or warranty of any kind to the Assignee. Neither the
Assignor nor any of its officers, directors, employees, agents or attorneys
shall be responsible for (i) the due execution, legality, validity,
enforceability, genuineness, sufficiency or collectability of any Loan Document,
including without limitation, documents granting the Assignor and the other
Lenders a security interest in assets of any Borrower or any guarantor, (ii) any
representation, warranty or statement made in or in connection with any of the
Loan Documents, (iii) the financial condition or creditworthiness of the
Borrower or any guarantor, (iv) the performance of or compliance with any of the
terms or provisions of any of the Loan Documents, (v) inspecting any of the
property, books or records of any Borrower, (vi) the validity, enforceability,
perfection, priority, condition, value or sufficiency of any collateral securing
or purporting to secure the Loans or (vii) any mistake, error of judgment, or
action taken or omitted to be taken in connection with the Loans or the Loan
Documents.

         7. REPRESENTATIONS AND UNDERTAKINGS OF THE ASSIGNEE. The Assignee (i)
confirms that it has received a copy of the Credit Agreement, together with
copies of the financial statements requested by the Assignee and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment Agreement, (ii) agrees that
it will, independently and without reliance upon the Agent, the Assignor or any
other Lender and based on such documents and information at it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Loan Documents, (iii) appoints and authorizes the
Agent to take such action as agent on its behalf and to exercise such powers
under the Loan Documents as are delegated to the Agent by the terms thereof,
together with such powers as are reasonably incidental thereto, (iv) confirms
that the execution and delivery of this Assignment Agreement by the Assignee is
duly authorized, (v) agrees that it will perform in accordance with their terms
all of the obligations which by the terms of the Loan Documents are required to
be performed by it as a Lender, (vi) agrees that its payment instructions and
notice instructions are as set forth in the attachment to Schedule 1, (vii)
confirms that none of the funds, monies, assets or other consideration being
used to make the purchase and assumption hereunder are "plan assets" as defined
under ERISA and that its rights, benefits and interests in and under the Loan
Documents will not be "plan assets" under ERISA, (viii) agrees to indemnify and
hold the Assignor harmless against all losses, costs and expenses (including,
without limitation, reasonable attorneys' fees) and liabilities incurred by the
Assignor in connection with or arising in any manner from the Assignee's
non-performance of the obligations assumed under this Assignment Agreement, and
(ix) if applicable, attaches the forms prescribed by the Internal Revenue
Service of the United States certifying that the Assignee is entitled to receive
payments under the Loan Documents without deduction or withholding of any United
States federal income taxes.

         8. GOVERNING LAW. This Assignment Agreement shall be governed by the
internal law, and not the law of conflicts, of the State of Michigan.

         9. NOTICES. Notices shall be given under this Assignment Agreement in
the manner set forth in the Credit Agreement. For the purpose hereof, the
addresses of the parties hereto (until notice of a change is delivered) shall be
the address set forth in the attachment to Schedule 1.

         10. COUNTERPARTS; DELIVERY BY FACSIMILE. This Assignment Agreement may
be executed in counterparts. Transmission by facsimile of an executed
counterpart of this Assignment Agreement shall be deemed to constitute due and
sufficient delivery of such counterpart and such facsimile shall be deemed to be
an original counterpart of this Assignment Agreement.


                                       82
   89



         IN WITNESS WHEREOF, the duly authorized officers of the parties hereto
have executed this Assignment Agreement by executing Schedule 1 hereto as of the
date first above written.



                                       83
   90


                                   SCHEDULE 1
                             to Assignment Agreement

1.       Description and Date of Credit Agreement:

2.       Date of Assignment Agreement:   _______, ______

3.       Amounts (As of Date of Item 2 above):



                                                     Facility      Facility      Facility     Facility
                                                         1*            2*           3*           4*
                                                     --------      ---------     --------     --------

                                                                                  
         a.       Assignee's percentage
                  of each Facility purchased
                  under the Assignment
                  Agreement**                                %             %            %             %
                                                     --------      --------      -------      --------

         b.       Amount of
                  each Facility
                  purchased
                  under the Assignment
                  Agreement***                       $            $             $             $
                                                      -------      -------       -------       -------


4.       Assignee's Commitment (or
         Outstanding Credit Exposure
         with respect to terminated
         Commitments) purchased
         hereunder:                                    $
                                                        --------
5.       Proposed Effective Date:
                                               ------------------------
6.       Non-standard Recordation Fee
         Arrangement                                  N/A***
                                                [Assignor/Assignee
                                                to pay 100% of fee]
                                                [Fee waived by Agent]
Accepted and Agreed:

[NAME OF ASSIGNOR]                              [NAME OF ASSIGNEE]

By:                                             By:
    ------------------------------                 -----------------------------

Title:                                          Title:
       ---------------------------                    --------------------------



                                       84
   91


ACCEPTED AND CONSENTED TO**** BY            ACCEPTED AND CONSENTED TO BY
[NAME OF BORROWER]                          [NAME OF AGENT]

By:                                         By:
    -----------------------------              --------------------------------
Title:                                      Title:
       --------------------------                 ------------------------------



* Insert specific facility names per Credit Agreement
** Percentage taken to 10 decimal places
*** If fee is split 50-50, pick N/A as option
**** Delete if not required by Credit Agreement


                                       85
   92


                Attachment to SCHEDULE 1 to ASSIGNMENT AGREEMENT

                        ADMINISTRATIVE INFORMATION SHEET
                        --------------------------------

         Attach Assignor's Administrative Information Sheet, which must
           include notice addresses for the Assignor and the Assignee
                            (Sample form shown below)

                              ASSIGNOR INFORMATION
                              --------------------

CONTACT:
- -------

Name:                                       Telephone No.:
     -----------------------------                        ----------------------
Fax No.:                                    Telex No.:
         -------------------------                    --------------------------
                                            Answerback:
                                                        ------------------------

PAYMENT INFORMATION:
- --------------------

Name & ABA # of Destination Bank:
                                  ----------------------------------------------

                                  ----------------------------------------------

Account Name & Number for Wire Transfer:
                                         ---------------------------------------

                                         ---------------------------------------

Other Instructions:
                    ------------------------------------------------------------

- --------------------------------------------------------------------------------

ADDRESS FOR NOTICES FOR ASSIGNOR:
- --------------------------------  ----------------------------------------------

                                  ----------------------------------------------

                                  ----------------------------------------------



                              ASSIGNEE INFORMATION
                              --------------------

CREDIT CONTACT:
- --------------

Name:                                        Telephone No.:
     --------------------------                            ---------------------
Fax No.:                                     Telex No.:
         ----------------------                        -------------------------
                                             Answerback:
                                                        ------------------------

KEY OPERATIONS CONTACTS:
- -----------------------

Booking Installation:                        Booking Installation:
                     ------------------                           --------------
Name:                                        Name:
     ----------------------------------            -----------------------------
Telephone No.:                               Telephone No.:
              -------------------------                    ---------------------
Fax No.:                                     Fax No.:
         ------------------------------              ---------------------------
Telex No.:                                   Telex No.:
           ----------------------------                -------------------------
Answerback:                                  Answerback:
           ----------------------------                 ------------------------



                                       86
   93


PAYMENT INFORMATION:
- --------------------

Name & ABA # of Destination Bank:
                                 -----------------------------------------------

                                 -----------------------------------------------

Account Name & Number for Wire Transfer:
                                        ----------------------------------------

                                        ----------------------------------------

Other Instructions:
                   -------------------------------------------------------------
- --------------------------------------------------------------------------------

ADDRESS FOR NOTICES FOR ASSIGNEE:
- --------------------------------  ----------------------------------------------

                                  ----------------------------------------------

                                  ----------------------------------------------



                                       87
   94


         BANK ONE INFORMATION
         --------------------

         Assignee will be called promptly upon receipt of the signed agreement.

INITIAL FUNDING CONTACT:                      SUBSEQUENT OPERATIONS CONTACT:
- -----------------------                       -----------------------------

Name:                                         Name:
            ------------------------               -----------------------------
Telephone No.:  (313)                         Telephone No.:  (313)
               ---------------------                         -------------------
Fax No.:  (313)                               Fax No.: (313)
         ---------------------------                   -------------------------
                                              Bank One Telex No.:
                                                                  --------------
INITIAL FUNDING STANDARDS:
- -------------------------

Libor - Fund 2 days after rates are set.

BANK ONE WIRE INSTRUCTIONS:         Bank One, Michigan, ABA #
- --------------------------                                    ------------
                                        LS2 Incoming Account #
                                                              --------------
                                        Ref:
                                            ----------------
ADDRESS FOR NOTICES FOR BANK ONE:       611 Woodward, Detroit, MI  60670
- --------------------------------        Attn:
                                              ---------------------
                                        Fax No. (313)         or (313)
                                                     ---------        ----------



                                       88
   95


                                    EXHIBIT D
                 LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION

To Bank One, Michigan,
 as Agent (the "Agent") under the Five-Year Credit Agreement
 Described Below.

Re:      Five-Year Credit Agreement, dated September 15, 2000 (as the same may
         be amended or modified, the "Credit Agreement"), among Pioneer-Standard
         Electronics, Inc.(the "Borrower"), the Foreign Subsidiary Borrowers and
         Lenders party thereto, the LC Issuer and the Agent. Capitalized terms
         used herein and not otherwise defined herein shall have the meanings
         assigned thereto in the Credit Agreement.

         The Agent is specifically authorized and directed to act upon the
following standing money transfer instructions with respect to the proceeds of
Advances or other extensions of credit from time to time until receipt by the
Agent of a specific written revocation of such instructions by the Borrower,
provided, however, that the Agent may otherwise transfer funds as hereafter
directed in writing by the Borrower in accordance with Section 13.1 of the
Credit Agreement or based on any telephonic notice made in accordance with
Section 2.15 of the Credit Agreement.

Facility Identification Number(s)
                                 -----------------------------------------------
Customer/Account Name
                     -----------------------------------------------------------
Transfer Funds To
                 ---------------------------------------------------------------

                 ---------------------------------------------------------------
For Account No.
               -----------------------------------------------------------------
Reference/Attention To
                      ----------------------------------------------------------

Authorized Officer (Customer Representative)    Date
                                                     ---------------------------

- -----------------------------------------       --------------------------------
(Please Print)                                  Signature

Bank Officer Name                               Date
                                                    ----------------------------

- -----------------------------------------       --------------------------------
(Please Print)                                  Signature


    (Deliver Completed Form to Credit Support Staff For Immediate Processing)



                                       89
   96


                                    EXHIBIT E
                                      NOTE

                                                               [Date]


         _______________________, a ___________________ (the "Borrower"),
promises to pay to the order of ____________________________________ (the
"Lender") the aggregate unpaid principal amount of all Loans made by the Lender
to the Borrower pursuant to Article II of the Agreement (as hereinafter
defined), in immediately available funds at the main office of Bank One,
Michigan in Detroit, Michigan, as Agent, together with interest on the unpaid
principal amount hereof at the rates and on the dates set forth in the
Agreement. The Borrower shall pay the principal of and accrued and unpaid
interest on the Loans in full on the Facility Termination Date.

         The Lender shall, and is hereby authorized to, record on the schedule
attached hereto, or to otherwise record in accordance with its usual practice,
the date and amount of each Loan and the date and amount of each principal
payment hereunder.

         This Note is one of the Notes issued pursuant to, and is entitled to
the benefits of, the Five-Year Credit Agreement dated as of September 15, 2000
(which, as it may be amended or modified and in effect from time to time, is
herein called the "Agreement"), among the Borrower, the foreign subsidiary
borrowers and lenders party thereto, including the Lender, the LC Issuer and
Bank One, Michigan, as Agent, to which Agreement reference is hereby made for a
statement of the terms and conditions governing this Note, including the terms
and conditions under which this Note may be prepaid or its maturity date
accelerated. This Note is guaranteed pursuant to the Guaranty, all as more
specifically described in the Agreement, and reference is made thereto for a
statement of the terms and provisions thereof. Capitalized terms used herein and
not otherwise defined herein are used with the meanings attributed to them in
the Agreement.

                                               ---------------------------------
                                               By:
                                                  ------------------------------
                                               Print Name:
                                                          ----------------------
                                               Title:
                                                     ---------------------------


                                       90
   97


                   SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL

                                       TO
                              NOTE OF ____________,
                                DATED _________,



                             Principal                 Maturity                    Principal
                             Amount of                of Interest                   Amount               Unpaid
         Date                  Loan                     Period                       Paid                Balance
- ----------------------------------------------------------------------------------------------------------------
                                                                                              












                                       91

EX-10.5

   1
                                                                   Exhibit 10.5


                            364-DAY CREDIT AGREEMENT

                         DATED AS OF SEPTEMBER 15, 2000

                                      AMONG

                       PIONEER-STANDARD ELECTRONICS, INC.,

                                  THE LENDERS,

                               BANK ONE, MICHIGAN
                                    AS AGENT



                         BANC ONE CAPITAL MARKETS, INC.
                     AS LEAD ARRANGER AND SOLE BOOK RUNNER,



               KEYBANK NATIONAL ASSOCIATION, AS SYNDICATION AGENT,

                                       AND

                   ABN AMRO BANK N.V., AS DOCUMENTATION AGENT


   2



                                TABLE OF CONTENTS

                                                                                                                    
ARTICLE I.   DEFINITIONS...............................................................................................1


ARTICLE II.   THE CREDITS..............................................................................................14
         2.1.         COMMITMENT.......................................................................................14
         2.2.         REQUIRED PAYMENTS; TERMINATION...................................................................14
         2.3.         RATABLE LOANS....................................................................................14
         2.4.         TYPES OF ADVANCES................................................................................14
         2.6.         FACILITY FEE; REDUCTIONS IN AGGREGATE COMMITMENT.................................................14
         2.7.         MINIMUM AMOUNT OF EACH ADVANCE...................................................................15
         2.8.         OPTIONAL PRINCIPAL PAYMENTS......................................................................15
         2.9.         METHOD OF SELECTING TYPES AND INTEREST PERIODS FOR NEW ADVANCES..................................15
         2.10.    CONVERSION AND CONTINUATION OF OUTSTANDING ADVANCES..................................................15
         2.11.    CHANGES IN INTEREST RATE, ETC........................................................................16
         2.12.    RATES APPLICABLE AFTER DEFAULT.......................................................................16
         2.13.    METHOD OF PAYMENT....................................................................................16
         2.14.    NOTELESS AGREEMENT; EVIDENCE OF INDEBTEDNESS.........................................................17
         2.15.    TELEPHONIC NOTICES...................................................................................17
         2.16.    INTEREST PAYMENT DATES; INTEREST AND FEE BASIS.......................................................18
         2.17.    NOTIFICATION OF ADVANCES, INTEREST RATES, PREPAYMENTS AND COMMITMENT REDUCTIONS......................18
         2.18.    LENDING INSTALLATIONS................................................................................18
         2.19.    NON-RECEIPT OF FUNDS BY THE AGENT....................................................................18
         2.22.  REPLACEMENT OF LENDER..................................................................................18


ARTICLE III.   YIELD PROTECTION; TAXES.................................................................................19
         3.1.         YIELD PROTECTION.................................................................................19
         3.2.         CHANGES IN CAPITAL ADEQUACY REGULATIONS..........................................................20
         3.3.         AVAILABILITY OF TYPES OF ADVANCES................................................................20
         3.4.         FUNDING INDEMNIFICATION..........................................................................20
         3.5.         TAXES............................................................................................20
         3.6.         LENDER STATEMENTS; SURVIVAL OF INDEMNITY.........................................................22


ARTICLE IV.   CONDITIONS PRECEDENT.....................................................................................22
         4.2.         EACH CREDIT EXTENSION............................................................................23


ARTICLE V.   REPRESENTATIONS AND WARRANTIES............................................................................23
         5.1.         EXISTENCE AND STANDING...........................................................................24
         5.2.         AUTHORIZATION AND VALIDITY.......................................................................24
         5.3.         NO CONFLICT; GOVERNMENT CONSENT..................................................................24
         5.4.         FINANCIAL STATEMENTS.............................................................................24
         5.5.         MATERIAL ADVERSE CHANGE..........................................................................24
         5.6.         TAXES............................................................................................25




                                       i
   3



                                                                                                                    
         5.7.         LITIGATION AND CONTINGENT OBLIGATIONS............................................................25
         5.8.         SUBSIDIARIES.....................................................................................25
         5.9.         ERISA............................................................................................25
         5.10.    ACCURACY OF INFORMATION..............................................................................25
         5.11.    REGULATIONS S, T, U AND X............................................................................25
         5.12.    MATERIAL AGREEMENTS..................................................................................25
         5.13.    COMPLIANCE WITH LAWS.................................................................................26
         5.14.    OWNERSHIP OF PROPERTIES..............................................................................26
         5.15.    PLAN ASSETS; PROHIBITED TRANSACTIONS.................................................................26
         5.16.    ENVIRONMENTAL MATTERS................................................................................26
         5.17.    INVESTMENT COMPANY ACT...............................................................................26
         5.18.    PUBLIC UTILITY HOLDING COMPANY ACT...................................................................26


ARTICLE VI.   COVENANTS................................................................................................26
         6.1.         FINANCIAL REPORTING..............................................................................26
         6.2.         USE OF PROCEEDS..................................................................................28
         6.3.         NOTICE OF DEFAULT................................................................................28
         6.4.         CONDUCT OF BUSINESS..............................................................................28
         6.5.         TAXES............................................................................................28
         6.6.         INSURANCE........................................................................................28
         6.7.         COMPLIANCE WITH LAWS.............................................................................28
         6.8.         MAINTENANCE OF PROPERTIES........................................................................28
         6.9.         INSPECTION.......................................................................................29
         6.11.    INDEBTEDNESS.........................................................................................29
         6.12.    MERGER...............................................................................................29
         6.13.    SALE OF ASSETS.......................................................................................29
         6.14.    INVESTMENTS AND ACQUISITIONS.........................................................................30
         6.15.    LIENS................................................................................................31
         [6.16.   AFFILIATES...........................................................................................33
         [6.17.   FINANCIAL CONTRACTS..................................................................................33
         6.18.    FINANCIAL COVENANTS..................................................................................33
                  6.18.1.     FIXED CHARGE COVERAGE RATIO..............................................................33
                  6.18.2.     LEVERAGE RATIO...........................................................................33
                  6.18.3.     MINIMUM NET WORTH........................................................................33
         6.19.    GUARANTIES...........................................................................................33
         [6.18.   SUBORDINATED INDEBTEDNESS; OTHER INDEBTEDNESS........................................................34


ARTICLE VII.   DEFAULTS................................................................................................34


ARTICLE VIII.   ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES.........................................................37
         8.1.         ACCELERATION; FACILITY LC COLLATERAL ACCOUNT.....................................................37
         8.2.         AMENDMENTS.......................................................................................37
         8.3.         PRESERVATION OF RIGHTS...........................................................................38


ARTICLE IX.  GENERAL PROVISIONS........................................................................................38
         9.1.         SURVIVAL OF REPRESENTATIONS......................................................................38



                                       ii

   4

                                                                                                                    
         9.2.         GOVERNMENTAL REGULATION..........................................................................38
         9.3.         HEADINGS.........................................................................................38
         9.4.         ENTIRE AGREEMENT.................................................................................39
         9.5.         SEVERAL OBLIGATIONS; BENEFITS OF THIS AGREEMENT..................................................39
         9.6.         EXPENSES; INDEMNIFICATION........................................................................39
         9.7.         NUMBERS OF DOCUMENTS.............................................................................39
         9.8.         ACCOUNTING.......................................................................................40
         9.9.         SEVERABILITY OF PROVISIONS.......................................................................40
         9.10.    NONLIABILITY OF LENDERS..............................................................................40
         9.11.    CONFIDENTIALITY......................................................................................41
         9.12.    NONRELIANCE..........................................................................................41
         9.13.    DISCLOSURE...........................................................................................41


ARTICLE X.  THE AGENT..................................................................................................41
         10.1.    APPOINTMENT; NATURE OF RELATIONSHIP..................................................................41
         10.2.    POWERS...............................................................................................41
         10.3.    GENERAL IMMUNITY.....................................................................................41
         10.4.    NO RESPONSIBILITY FOR LOANS, RECITALS, ETC...........................................................42
         10.5.    ACTION ON INSTRUCTIONS OF LENDERS....................................................................42
         10.6.    EMPLOYMENT OF AGENTS AND COUNSEL.....................................................................42
         10.7.    RELIANCE ON DOCUMENTS; COUNSEL.......................................................................42
         10.8.    AGENT'S REIMBURSEMENT AND INDEMNIFICATION............................................................42
         10.9.    NOTICE OF DEFAULT....................................................................................43
         10.10.   RIGHTS AS A LENDER...................................................................................43
         10.11.   LENDER CREDIT DECISION...............................................................................43
         10.12.   SUCCESSOR AGENT......................................................................................43
         10.13.   AGENT AND ARRANGER FEES..............................................................................44
         10.14.   DELEGATION TO AFFILIATES.............................................................................44
         [10.15.  CO-AGENTS, DOCUMENTATION AGENT, SYNDICATION AGENT, ETC...............................................44


ARTICLE XI.  SETOFF; RATABLE PAYMENTS..................................................................................44
         11.1.    SETOFF...............................................................................................44
         11.2.    RATABLE PAYMENTS.....................................................................................45


ARTICLE XII.   BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS.......................................................45
         12.1.    SUCCESSORS AND ASSIGNS...............................................................................45
         12.2.    PARTICIPATIONS.......................................................................................45
                  12.2.1.     PERMITTED PARTICIPANTS; EFFECT...........................................................45
                  12.2.2.     VOTING RIGHTS............................................................................46
                  12.2.3.     BENEFIT OF SETOFF........................................................................46
         12.3.    ASSIGNMENTS..........................................................................................46
                  12.3.1.     PERMITTED ASSIGNMENTS....................................................................46
                  12.3.2.     EFFECT; EFFECTIVE DATE...................................................................46
         12.4.    DISSEMINATION OF INFORMATION.........................................................................47
         12.5.    TAX TREATMENT........................................................................................47




                                      iii
   5


                                                                                                                    
ARTICLE XIII.   NOTICES................................................................................................47
         13.1.    NOTICES..............................................................................................47
         13.2.    CHANGE OF ADDRESS....................................................................................48


ARTICLE XIV.  COUNTERPARTS.............................................................................................48


ARTICLE XV.   CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.............................................48
         15.1.    CHOICE OF LAW........................................................................................48
         15.2.    CONSENT TO JURISDICTION..............................................................................48
         15.3.    WAIVER OF JURY TRIAL.................................................................................49


PRICING SCHEDULE.......................................................................................................65

EXHIBIT A.   FORM OF OPINION...........................................................................................67


EXHIBIT B.   COMPLIANCE CERTIFICATE....................................................................................69


EXHIBIT C.   ASSIGNMENT AGREEMENT......................................................................................71


EXHIBIT D.   LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION............................................................79


EXHIBIT E.   NOTE......................................................................................................80


SCHEDULE 1.   SUBSIDIARIES AND OTHER INVESTMENTS.......................................................................82


SCHEDULE 2.   INDEBTEDNESS AND LIENS...................................................................................83




                                       iv

   6


                            364-DAY CREDIT AGREEMENT

         This 364-Day Credit Agreement, dated as of September 15, 2000, is among
Pioneer-Standard Electronics, Inc., an Ohio corporation, the Lenders and Bank
One, Michigan, a Michigan banking corporation having its principal office in
Detroit, Michigan, as Agent. The parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS
                                   -----------

         As used in this Agreement:

         "Acquisition" means any transaction, or any series of related
transactions, consummated on or after the date of this Agreement, by which the
Borrower or any of its Subsidiaries (i) acquires any ongoing business or all or
substantially all of the assets of any firm, corporation or limited liability
company, or division thereof, whether through purchase of assets, merger or
otherwise or (ii) directly or indirectly acquires (in one transaction or as the
most recent transaction in a series of transactions) at least a majority (in
number of votes) of the securities of a corporation which have ordinary voting
power for the election of directors (other than securities having such power
only by reason of the happening of a contingency) or a majority (by percentage
or voting power) of the outstanding ownership interests of a partnership or
limited liability company.

         "Advance" means a borrowing hereunder, (i) made by the Lenders on the
same Borrowing Date, or (ii) converted or continued by the Lenders on the same
date of conversion or continuation, consisting, in either case, of the aggregate
amount of the several Loans of the same Type and, in the case of Eurodollar
Loans, for the same Interest Period.

         "Affected Lender" is defined in Section 2.20.

         "Affiliate" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person owns 10% or
more of any class of voting securities (or other ownership interests) of the
controlled Person or possesses, directly or indirectly, the power to direct or
cause the direction of the management or policies of the controlled Person,
whether through ownership of Capital Stock, by contract or otherwise.

         "Agent" means Bank One in its capacity as contractual representative of
the Lenders pursuant to Article X, and not in its individual capacity as a
Lender, and any successor Agent appointed pursuant to Article X.

         "Aggregate Commitment" means the aggregate of the Commitments of all
the Lenders, as increased or reduced from time to time pursuant to the terms
hereof.

         "Aggregate Outstanding Credit Exposure" means, at any time, the
aggregate of the Outstanding Credit Exposure of all the Lenders.


   7



         "Agreement" means this 364-Day Credit Agreement, as it may be amended
or modified and in effect from time to time.

         "Agreement Accounting Principles" means generally accepted accounting
principles as in effect from time to time, applied in a manner consistent with
that used in preparing the financial statements referred to in Section 5.4.

         "Agreement for Inventory Purchases" means that certain Agreement for
Inventory Financing (Unsecured), dated as of March 31, 1998, by and between IBM
Credit Corporation and Borrower, as amended or modified from time to time.

         "Alternate Base Rate" means, for any day, a rate of interest per annum
equal to the higher of (i) the Prime Rate for such day and (ii) the sum of the
Federal Funds Effective Rate for such day plus 1/2% per annum.

         "Applicable Fee Rate" means, at any time, the percentage rate per annum
at which Facility Fees are accruing on the Aggregate Commitment (without regard
to usage) at such time as set forth in the Pricing Schedule.

         "Applicable Margin" means, with respect to Advances of any Type at any
time, the percentage rate per annum which is applicable at such time with
respect to Advances of such Type as set forth in the Pricing Schedule.

         "Arranger" means Banc One Capital Markets, Inc., a Delaware
corporation, and its successors, in its capacity as Lead Arranger and Sole Book
Runner.

         "Article" means an article of this Agreement unless another document is
specifically referenced.

         "Authorized Officer" means any of the president, the chief executive
officer or the chief financial officer of the Borrower or any other person
designated in writing by the president, the chief executive officer or the chief
financial officer of the Borrower to act as an Authorized Officer in connection
herewith, acting singly.

         "Available Aggregate Commitment" means, at any time, the Aggregate
Commitment then in effect minus the Aggregate Outstanding Credit Exposure at
such time.

         "Bank One" means Bank One, Michigan, a Michigan banking corporation
having its principal office in Detroit, Michigan, in its individual capacity,
and its successors.

         "Board of Directors" means:

         (1) with respect to a corporation, the board of directors of the
corporation;

         (2) with respect to a partnership, the Board of Directors of the
general partner of the partnership; and

         (3) with respect to any other Person, the board or committee or manager
of such Person serving a similar function.




                                       2
   8


         "Borrower" means Pioneer-Standard Electronics, Inc., an Ohio
corporation, and its permitted successors and assigns.

         "Borrowing Base" means, at any time, an amount equal to the difference
of:

         (a) the sum of (i) 85% of Eligible Accounts Receivable plus (ii) the
lesser of (y) 50% of Eligible Inventory or (z) $175,000,000, minus

         (b) an amount equal to: (i) the aggregate outstanding principal balance
of all Loans and LC Obligations (as each of those terms is defined in the
Five-Year Credit Agreement) under the Five-Year Credit Agreement; plus (ii) the
aggregate outstanding principal amount of the Senior Unsecured Notes; minus
(iii) the aggregate amount of cash balances of the Borrower and its Subsidiaries
at such time.

For purposes of this definition, the amount of all Eligible Inventory and
Eligible Accounts Receivable shall be expressed as the Dollar Amount thereof.

         "Borrowing Base Certificate" means a borrowing base certificate in a
form approved by the Agent from time to time.

         "Borrowing Date" means a date on which an Advance is made hereunder.

         "Borrowing Notice" is defined in Section 2.8.

         "Business Day" means (i) with respect to any borrowing, payment or rate
selection of Eurodollar Advances, a day (other than a Saturday or Sunday) on
which banks generally are open in Detroit and New York for the conduct of
substantially all of their commercial lending activities, interbank wire
transfers can be made on the Fedwire system and dealings in United States
dollars are carried on in the London interbank market and (ii) for all other
purposes, a day (other than a Saturday or Sunday) on which banks generally are
open in Detroit for the conduct of substantially all of their commercial lending
activities and interbank wire transfers can be made on the Fedwire system.

         "Capital Expenditures" means, without duplication, any expenditures for
any purchase or other acquisition of any asset which would be classified as a
fixed or capital asset on a consolidated balance sheet of the Borrower and its
Subsidiaries prepared in accordance with Agreement Accounting Principles.

         "Capital Stock" means (i) in the case of any corporation, all capital
stock and any securities exchangeable for or convertible into capital stock and
any warrants, rights or other options to purchase or otherwise acquire capital
stock or such securities or any other form of equity securities, (ii) in the
case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate
stock, (iii) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited) and (iv) any
other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing
Person.

         "Capitalized Lease" of a Person means any lease of Property by such
Person as lessee which would be capitalized on a balance sheet of such Person
prepared in accordance with Agreement Accounting Principles.



                                       3
   9


         "Capitalized Lease Obligations" of a Person means the amount of the
obligations of such Person under Capitalized Leases which would be shown as a
liability on a balance sheet of such Person prepared in accordance with
Agreement Accounting Principles.

         "Cash Equivalent Investments" means (i) short-term obligations of, or
fully guaranteed by, the United States of America, (ii) commercial paper rated
A-2 or better by S&P or P-2 or better by Moody's, (iii) demand deposit accounts
maintained in the ordinary course of business, and (iv) certificates of deposit
issued by and time deposits with commercial banks (whether domestic or foreign)
having capital and surplus in excess of $100,000,000; provided in each case that
the same provides for payment of both principal and interest (and not principal
alone or interest alone) and is not subject to any contingency regarding the
payment of principal or interest.

         "Change in Control" means the occurrence of either of the following:
(i) the acquisition by any Person, or two or more Persons acting in concert, of
beneficial ownership (within the meaning of Rule 13d-3 of the Securities and
Exchange Commission under the Securities Exchange Act of 1934) of 30% or more of
the outstanding shares of voting Capital Stock of the Borrower; or (ii) the
first day on which a majority of the members of the Board of Directors of the
Borrower are not Continuing Directors.

         "Code" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time.

         "Commitment" means, for each Lender, the obligation of such Lender to
make Revolving Loans to the Borrower in an aggregate amount not exceeding the
amount set forth opposite its signature below, as it may be modified as a result
of any assignment that has become effective pursuant to Section 12.3.2 or as
otherwise modified from time to time pursuant to the terms hereof.

         "Consolidated Capital Expenditures" means, with reference to any
period, the Capital Expenditures of the Borrower and its Subsidiaries calculated
on a consolidated basis for such period.

         "Consolidated Debt" means at any time the Indebtedness of the Borrower
and its Subsidiaries calculated on a consolidated basis as of such time,
excluding Indebtedness outstanding under the Agreement for Inventory Purchases
and the Convertible Debentures.

         "Consolidated EBITDA" means (a) Consolidated Net Income, PLUS (b) to
the extent deducted in determining such Consolidated Net Income, Consolidated
Interest Expense, income taxes and depreciation and amortization expense, MINUS
(c) to the extent included in determining such Consolidated Net Income, each of
the following, without duplication: (i) the income of any Person (other than a
Wholly-Owned Subsidiary of the Borrower) in which any Person other than the
Borrower or any of its Subsidiaries has a joint interest or a partnership
interest or other ownership interest, except to the extent of the amount of
dividends or other distributions actually paid to the Borrower or any of its
Subsidiaries by such Person during such period, (ii) gains (or plus non-cash
losses) from the sale, exchange, transfer or other disposition of property or
assets of the Borrower and its Subsidiaries, and related tax effects in
accordance with Agreement Accounting Principles, (iii) any other extraordinary,
unusual or non-recurring gains or other income (or plus other extraordinary,
unusual or non-recurring non-cash losses) not from the continuing operations of
the Borrower or its Subsidiaries, and related tax effects in accordance with
Agreement Accounting Principles and (iv) the income of any Subsidiary of the
Borrower to the extent that the declaration or payment of dividends or similar
distributions by that Subsidiary of that income is not at the time permitted by
operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation applicable to that
Subsidiary.


                                       4
   10



         "Consolidated Interest Expense" means, with reference to any period,
the interest expense of the Borrower and its Subsidiaries calculated on a
consolidated basis for such period, excluding any interest expense attributable
solely to the Convertible Debentures.

         "Consolidated Net Income" means, with reference to any period, the net
income (or loss) of the Borrower and its Subsidiaries calculated on a
consolidated basis for such period.

         "Consolidated Net Worth" means at any time the consolidated
stockholders' equity of the Borrower and its Subsidiaries plus, without
duplication, the aggregate outstanding principal amount of the Convertible
Debentures, all as calculated on a consolidated basis as of such time and
excluding foreign currency translation adjustments.

         "Consolidated Rentals" means, with reference to any period, the Rentals
of the Borrower and its Subsidiaries calculated on a consolidated basis for such
period.

         "Consolidated Tangible Net Worth" means, as of any date, the difference
of (i) Consolidated Net Worth, minus (ii) to the extent included in determining
the amount under the foregoing clause (i), the net book value of goodwill, cost
in excess of fair value of net assets acquired, patents, trademarks, tradenames
and copyrights, treasury stock and all other assets which are deemed intangible
assets under Agreement Accounting Principles.

         "Contingent Obligation" of a Person means any agreement, undertaking or
arrangement by which such Person assumes, guarantees, endorses, contingently
agrees to purchase or provide funds for the payment of, or otherwise becomes or
is contingently liable upon, the obligation or liability of any other Person, or
agrees to maintain the net worth or working capital or other financial condition
of any other Person, or otherwise assures any creditor of such other Person
against loss, including, without limitation, any comfort letter, operating
agreement, take-or-pay contract or the obligations of any such Person as general
partner of a partnership with respect to the liabilities of the partnership.

         "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors of the Borrower who:

         (1) was a member of such Board of Directors on the date of this
Agreement; or

         (2) was nominated for election to such Board of Directors with the
approval of a majority of the Continuing Directors who were members of such
Board at the time of such nomination or election.

         "Controlled Group" means all members of a controlled group of
corporations or other business entities and all trades or businesses (whether or
not incorporated) under common control which, together with the Borrower or any
of its Subsidiaries, are treated as a single employer under Section 414 of the
Code.

         "Conversion/Continuation Notice" is defined in Section 2.9.

         "Convertible Debentures" means the Series A 6 3/4% Junior Convertible
Subordinated Debentures of Borrower, due March 31, 2028, issued in an aggregate
original principal amount of up to $150,000,000, under that certain Junior
Subordinated Indenture, dated as of March 23, 1998, of Borrower to Wilmington
Trust Company, as trustee, as supplemented by that certain First Supplemental
Indenture, dated as of March 23, 1998, of Borrower to Wilmington Trust Company,
as trustee.


                                       5
   11



         "Default" means an event described in Article VII.

         "Defaulting Lender" means any Lender that (i) on any Borrowing Date
fails to make available to the Agent such Lender's Loans required to be made to
the Borrower on such Borrowing Date, or (ii) shall not have made a payment to
the Agent required under this Agreement. Once a Lender becomes a Defaulting
Lender, such Lender shall continue as a Defaulting Lender until such time as
such Defaulting Lender makes available to the Agent, the amount of such
Defaulting Lender's Loans together with all other amounts required to be paid to
the Agent pursuant to this Agreement.

         "Dollar Amount" of any currency at any date shall mean (i) the amount
of such currency if such currency is Dollars or (ii) the equivalent in such
currency of such amount of Dollars if such currency is any currency other than
Dollars, calculated on the basis of the arithmetical mean of the buy and sell
spot rates of exchange of the Agent for such currency on the London market at
11:00 a.m., London time, on such date.

         "Dollars" and "$" shall mean the lawful currency of the United States
of America.

         "Domestic Subsidiary" means each present and future Subsidiary of the
Borrower which is not a Foreign Subsidiary.

         "Eligible Accounts Receivable" means, as of any date, those accounts
receivable of the Borrower and its Subsidiaries, on a consolidated basis, valued
at the face amount thereof less, without duplication, such reserves as may be
established by the Borrower or on the books and records of the Borrower and less
such reserves as the Agent elects to establish in its reasonable credit
judgment; but shall not include any such account receivable that for any other
reason is at any time deemed by the Agent to be ineligible in its reasonable
credit judgment.

         "Eligible Inventory" means, as of any date, that inventory (including
raw materials, work in process and finished goods) of the Borrower and its
Subsidiaries, on a consolidated basis, less, without duplication, such reserves
as may be established by the Borrower or on its books and records and less such
reserves as the Agent elects to establish in its reasonable credit judgment; but
shall not include any such inventory (a) that does not constitute inventory
readily salable or usable in the business of the Borrower or any Subsidiary, (b)
that bears a trademark or trade name of International Business Machines
Corporation or is otherwise purchased or financed under the Agreement for
Inventory Purchases or (c) that for any other reason is at any time deemed by
the Agent to be ineligible in its reasonable credit judgment.

         "Environmental Laws" means any and all federal, state, local and
foreign statutes, laws, judicial decisions, regulations, ordinances, rules,
judgments, orders, decrees, plans, injunctions, permits, concessions, grants,
franchises, licenses, agreements and other governmental restrictions relating to
(i) the protection of the environment, (ii) the effect of the environment on
human health, (iii) emissions, discharges or releases of pollutants,
contaminants, hazardous substances or wastes into surface water, ground water or
land, or (iv) the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of pollutants, contaminants, hazardous
substances or wastes or the clean-up or other remediation thereof.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any rule or regulation issued thereunder.


                                       6
   12



         "Eurodollar Advance" means an Advance which, except as otherwise
provided in Section 2.12, bears interest at the applicable Eurodollar Rate.

         "Eurodollar Base Rate" means, with respect to a Eurodollar Advance for
the relevant Interest Period, the applicable British Bankers' Association
Interest Settlement Rate for deposits in U.S. dollars appearing on Reuters
Screen FRBD as of 11:00 a.m. (London time) two Business Days prior to the first
day of such Interest Period, and having a maturity equal to such Interest
Period, provided that, (i) if Reuters Screen FRBD is not available to the Agent
for any reason, the applicable Eurodollar Base Rate for the relevant Interest
Period shall instead be the applicable British Bankers' Association Interest
Settlement Rate for deposits in U.S. dollars as reported by any other generally
recognized financial information service as of 11:00 a.m. (London time) two
Business Days prior to the first day of such Interest Period, and having a
maturity equal to such Interest Period, and (ii) if no such British Bankers'
Association Interest Settlement Rate is available to the Agent, the applicable
Eurodollar Base Rate for the relevant Interest Period shall instead be the rate
determined by the Agent to be the rate at which Bank One or one of its Affiliate
banks offers to place deposits in U.S. dollars with first-class banks in the
London interbank market at approximately 11:00 a.m. (London time) two Business
Days prior to the first day of such Interest Period, in the approximate amount
of Bank One's relevant Eurodollar Loan and having a maturity equal to such
Interest Period.

         "Eurodollar Loan" means a Loan which, except as otherwise provided in
Section 2.12, bears interest at the applicable Eurodollar Rate.

         "Eurodollar Rate" means, with respect to a Eurodollar Advance for the
relevant Interest Period, the sum of (i) the quotient of (a) the Eurodollar Base
Rate applicable to such Interest Period, divided by (b) one minus the Reserve
Requirement (expressed as a decimal) applicable to such Interest Period, plus
(ii) the Applicable Margin.

         "Excluded Taxes" means, in the case of each Lender or applicable
Lending Installation and the Agent, taxes imposed on its overall net income, and
franchise taxes imposed on it, by (i) the jurisdiction under the laws of which
such Lender or the Agent is incorporated or organized or (ii) the jurisdiction
in which the Agent's or such Lender's principal executive office or such
Lender's applicable Lending Installation is located.

         "Exhibit" refers to an exhibit to this Agreement, unless another
document is specifically referenced.

         "Facility Termination Date" means the date two years after the
Revolving Credit Termination Date.

         "Federal Funds Effective Rate" means, for any day, an interest rate per
annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations at approximately 10:00 a.m. (Detroit
time) on such day on such transactions received by the Agent from three Federal
funds brokers of recognized standing selected by the Agent in its sole
discretion.


                                       7
   13


         "Financial Contract" of a Person means (i) any exchange-traded or
over-the-counter futures, forward, swap or option contract or other financial
instrument with similar characteristics or (ii) any Rate Management Transaction.

         "Five-Year Credit Agreement" means the Five-Year Credit Agreement dated
the date hereof among the Borrower, the Lenders and the Agent, as amended,
modified, replaced or refinanced from time to time.

         "Floating Rate" means, for any day, a rate per annum equal to (i) the
Alternate Base Rate for such day plus (ii) the Applicable Margin, in each case
changing when and as the Alternate Base Rate changes.

         "Floating Rate Advance" means an Advance which, except as otherwise
provided in Section 2.12, bears interest at the Floating Rate.

         "Floating Rate Loan" means a Loan which, except as otherwise provided
in Section 2.12, bears interest at the Floating Rate.

         "Foreign Subsidiary" means each Subsidiary organized under the laws of
a jurisdiction outside of the United States.

         "Guarantor" means any Subsidiary, if any, executing a Guaranty at any
time pursuant hereto.

         "Guaranty" means each guaranty, if any, executed by any Guarantor in
favor of the Agent, for the ratable benefit of the Lenders, pursuant to Section
6.18 of this Agreement and in form and substance satisfactory to the Agent, as
they may be amended or modified and in effect from time to time.

         "Indebtedness" of a Person means such Person's (i) any obligation for
borrowed money or other financial accommodation which in accordance with
Agreement Accounting Principles would be shown as a liability on the
consolidated balance sheet of such Person, and including without limitation the
amount outstanding under the Agreement for Inventory Purchases, the Convertible
Debenture and the Senior Unsecured Notes, obligations representing the deferred
purchase price of Property or services (other than accounts payable arising in
the ordinary course of such Person's business payable on terms customary in the
trade), obligations, whether or not assumed, secured by Liens or payable out of
the proceeds or production from Property now or hereafter owned or acquired by
such Person, obligations which are evidenced by notes, acceptances or other
instruments, obligations of such Person to purchase securities or other Property
arising out of or in connection with the sale of the same or substantially
similar securities or Property, and Capitalized Lease Obligations, (ii)
Off-Balance Sheet Liabilities, and (iii) Contingent Obligations with respect to
any of the foregoing.

         "Interest Period" means, with respect to a Eurodollar Advance, a period
of one, two, three or six months commencing on a Business Day selected by the
Borrower pursuant to this Agreement. Such Interest Period shall end on the day
which corresponds numerically to such date one, two, three or six months
thereafter, provided, however, that if there is no such numerically
corresponding day in such next, second, third or sixth succeeding month, such
Interest Period shall end on the last Business Day of such next, second, third
or sixth succeeding month. If an Interest Period would otherwise end on a day
which is not a Business Day, such Interest Period shall end on the next
succeeding Business Day, provided, however, that if said next succeeding
Business Day falls in a new calendar month, such Interest Period shall end on
the immediately preceding Business Day.


                                       8
   14



         "Investment" of a Person means any loan, advance (other than
commission, travel and similar advances to officers and employees made in the
ordinary course of business), extension of credit (other than accounts
receivable arising in the ordinary course of business on terms customary in the
trade) or contribution of capital by such Person; stocks, bonds, mutual funds,
partnership interests, notes, debentures or other securities owned by such
Person; any deposit accounts and certificate of deposit owned by such Person;
and structured notes, derivative financial instruments and other similar
instruments or contracts owned by such Person.

         "Lenders" means the lending institutions listed on the signature pages
of this Agreement and their respective successors and assigns.

         "Lending Installation" means, with respect to a Lender or the Agent,
the office, branch, subsidiary or affiliate of such Lender or the Agent listed
on the signature pages hereof or on a Schedule or otherwise selected by such
Lender or the Agent pursuant to Section 2.18.

         "Letter of Credit" of a Person means a letter of credit or similar
instrument which is issued upon the application of such Person or upon which
such Person is an account party or for which such Person is in any way liable.

         "Leverage Ratio" means, as of any date of calculation, the ratio of (i)
Consolidated Debt outstanding on such date to (ii) Consolidated EBITDA for the
Borrower's then most-recently ended four fiscal quarters.

         "Lien" means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including, without limitation, the interest of a vendor or
lessor under any conditional sale, Capitalized Lease or other title retention
agreement).

         "Loan" means a Revolving Loan.

         "Loan Documents" means this Agreement, the Guaranty, any Notes issued
pursuant to Section 2.14, any Pledge Agreements and any other agreement or
document executed in connection with any of the foregoing.

         "Margin Stock" means "margin stock" as defined in Regulations U or X or
"marginable OTC stock" or "foreign margin stock" within the meaning of
Regulation T.

         "Material Adverse Effect" means a material adverse effect on (i) the
business, Property, condition (financial or otherwise), results of operations,
or prospects of the Borrower and its Subsidiaries taken as a whole, (ii) the
ability of the Borrower to perform its obligations under the Loan Documents, or
(iii) the validity or enforceability of any of the Loan Documents or the rights
or remedies of the Agent or the Lenders thereunder.

         "Material Indebtedness" is defined in Section 7.5.

         "Moody's" means Moody's Investors Service, Inc.

         "Multiemployer Plan" means a Plan maintained pursuant to a collective
bargaining agreement or any other arrangement to which the Borrower or any
member of the Controlled Group is a party to which more than one employer is
obligated to make contributions.



                                       9
   15


         "National City Credit Agreement" means the Credit Agreement dated as of
March 27, 1998 among Pioneer-Standard Electronics, Inc., the lenders party
thereto, and National City Bank, as agent for such lenders.

         "Non-U.S. Borrower" is defined in Section 3.1(b).

         "Non-U.S. Lender" is defined in Section 3.5(iv).

         "Note" is defined in Section 2.14.

         "Obligations" means all unpaid principal of and accrued and unpaid
interest on the Loans, all accrued and unpaid fees and all expenses,
reimbursements, indemnities and other obligations of the Borrower to the Lenders
or to any Lender, the Agent or any indemnified party arising under the Loan
Documents.

         "Off-Balance Sheet Liability" of a Person means (i) any repurchase
obligation or liability of such Person with respect to accounts or notes
receivable sold by such Person, (ii) any liability under any Sale and Leaseback
Transaction which is not a Capitalized Lease, (iii) any liability under any
so-called "synthetic lease" transaction entered into by such Person, or (iv) any
obligation arising with respect to any other transaction which is the functional
equivalent of or takes the place of borrowing but which does not constitute a
liability on the balance sheets of such Person, but excluding from this clause
(iv) Operating Leases.

         "Operating Lease" of a Person means any lease of Property (other than a
Capitalized Lease) by such Person as lessee which has an original term
(including any required renewals and any renewals effective at the option of the
lessor) of one year or more.

         "Other Taxes" is defined in Section 3.5(ii).

         "Outstanding Credit Exposure" means, as to any Lender at any time, the
aggregate principal amount of its Revolving Loans outstanding at such time.

         "Participants" is defined in Section 12.2.1.

         "Payment Date" means the last day of each calendar quarter.

         "PBGC" means the Pension Benefit Guaranty Corporation, or any successor
thereto.

         "Permitted Securitization Transaction" is defined in Section 6.12(v).

         "Person" means any natural person, corporation, firm, joint venture,
partnership, limited liability company, association, enterprise, trust or other
entity or organization, or any government or political subdivision or any
agency, department or instrumentality thereof.

         "Plan" means an employee pension benefit plan which is covered by Title
IV of ERISA or subject to the minimum funding standards under Section 412 of the
Code as to which the Borrower or any member of the Controlled Group may have any
liability.


                                       10
   16



         "Pledge Agreement" means each pledge agreement and any other agreement
or document executed and delivered by the Borrower or any of its Subsidiaries to
the Agent, each in form and substance satisfactory to the Agent, pursuant to
which the Borrower or such Subsidiary grants a pledge on any Capital Stock of
any Foreign Subsidiary, including any amendment, modification, renewal or
replacement of any such pledge agreement or other agreement or document.

         "Pricing Schedule" means the Schedule attached hereto identified as
such.

         "Prime Rate" means a rate per annum equal to the prime rate of interest
announced from time to time by Bank One or its parent (which is not necessarily
the lowest rate charged to any customer), changing when and as said prime rate
changes.

         "Property" of a Person means any and all property, whether real,
personal, tangible, intangible, or mixed, of such Person, or other assets owned,
leased or operated by such Person.

         "Pro Rata Share" means, with respect to a Lender, a portion equal to a
fraction the numerator of which is such Lender's Commitment and the denominator
of which is the Aggregate Commitment.

         "Purchasers" is defined in Section 12.3.1.

         "Rate Management Transaction" means any transaction (including an
agreement with respect thereto) now existing or hereafter entered into between
the Borrower and any Lender or Affiliate thereof which is a rate swap, basis
swap, forward rate transaction, commodity swap, commodity option, equity or
equity index swap, equity or equity index option, bond option, interest rate
option, foreign exchange transaction, cap transaction, floor transaction, collar
transaction, forward transaction, currency swap transaction, cross-currency rate
swap transaction, currency option or any other similar transaction (including
any option with respect to any of these transactions) or any combination
thereof, whether linked to one or more interest rates, foreign currencies,
commodity prices, equity prices or other financial measures.

         "Rate Management Obligations" of a Person means any and all obligations
of such Person, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor), under (i) any and all Rate
Management Transactions, and (ii) any and all cancellations, buy backs,
reversals, terminations or assignments of any Rate Management Transactions.

         "Regulation D" means Regulation D of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor thereto
or other regulation or official interpretation of said Board of Governors
relating to reserve requirements applicable to member banks of the Federal
Reserve System.

         "Regulation T" means Regulation T of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors.

         "Regulation U" means Regulation U of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors.

         "Regulation X" means Regulation X of the Board of Governors of the
Federal Reserve System as



                                       11
   17

from time to time in effect and any successor or other regulation or official
interpretation of said Board of Governors.

         "Rentals" of a Person means the aggregate fixed amounts payable by such
Person under any Operating Lease.

         "Reportable Event" means a reportable event as defined in Section 4043
of ERISA and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC has by regulation waived
the requirement of Section 4043(a) of ERISA that it be notified within 30 days
of the occurrence of such event, provided, however, that a failure to meet the
minimum funding standard of Section 412 of the Code and of Section 302 of ERISA
shall be a Reportable Event regardless of the issuance of any such waiver of the
notice requirement in accordance with either Section 4043(a) of ERISA or Section
412(d) of the Code.

         "Reports" is defined in Section 9.6.

         "Required Lenders" means Lenders in the aggregate having at least 51%
of the Aggregate Commitment or, if the Aggregate Commitment has been terminated,
Lenders in the aggregate holding at least 51% of the Aggregate Outstanding
Credit Exposure.

         "Reserve Requirement" means, with respect to an Interest Period, the
maximum aggregate reserve requirement (including all basic, supplemental,
marginal and other reserves) which is imposed under Regulation D on Eurocurrency
liabilities.

         "Revolving Credit Termination Balance" means the aggregate principal
amount of Advances outstanding on the Revolving Credit Termination Date after
giving effect to any Advances made or repaid on such date.

         "Revolving Credit Termination Date" means the date 364 days after the
date hereof, or any earlier date on which the Aggregate Commitment is reduced to
zero or otherwise terminated pursuant to the terms hereof.

         "Revolving Loan" means, with respect to a Lender, such Lender's loan
made pursuant to its commitment to lend set forth in Section 2.1 (or any
conversion or continuation thereof).

         "S&P" means Standard and Poor's Ratings Services, a division of The
McGraw Hill Companies, Inc.

         "Sale and Leaseback Transaction" means any sale or other transfer of
Property by any Person with the intent to lease such Property as lessee.

         "Schedule" refers to a specific schedule to this Agreement, unless
another document is specifically referenced.

         "Section" means a numbered section of this Agreement, unless another
document is specifically referenced.

         "Securitization Entity" means a wholly-owned Subsidiary of the Borrower
that engages in no activities other than Permitted Securitization Transactions
and any necessary related activities and owns no assets other than as required
for Permitted Securitization Transactions and (i) no portion of the



                                       12
   18


Indebtedness (contingent or otherwise) of which is guaranteed by the Borrower or
any Subsidiary of the Borrower or is recourse to or obligates the Borrower or
any Subsidiary of the Borrower in any way, other than pursuant to customary
representations, warranties, covenants, indemnities and other obligations
entered into in connection with a Permitted Securitization Transaction, and (ii)
to which neither the Borrower nor any Subsidiary of the Borrower has any
material obligation to maintain or preserve such entity's financial condition or
cause such entity to achieve certain levels of operating results.

         "Senior Unsecured Notes" means the 8 1/2% Senior Notes of Borrower, due
August 2006, issued in an aggregate original principal amount of $150,000,000,
under that certain Indenture, dated as of August 1, 1996, of Borrower to Star
Bank, N.A., as trustee.

         "Significant Subsidiary" means any Subsidiary which would be a
"significant subsidiary" as defined in Rule 1-02 of Regulation S-X under the
Securities Exchange Act of 1934, as amended.

         "Single Employer Plan" means a Plan maintained by the Borrower or any
member of the Controlled Group for employees of the Borrower or any member of
the Controlled Group.

         "Subsidiary" of a Person means (i) any corporation more than 50% of the
outstanding securities having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by such Person or by one or more
of its Subsidiaries or by such Person and one or more of its Subsidiaries, or
(ii) any partnership, limited liability company, association, joint venture or
similar business organization more than 50% of the ownership interests having
ordinary voting power of which shall at the time be so owned or controlled.
Unless otherwise expressly provided, all references herein to a "Subsidiary"
shall mean a Subsidiary of the Borrower.

         "Substantial Portion" means, with respect to the Property of the
Borrower and its Subsidiaries, Property which (i) represents more than 10% of
the consolidated assets of the Borrower and its Subsidiaries as would be shown
in the consolidated financial statements of the Borrower and its Subsidiaries as
at the beginning of the twelve-month period ending with the month in which such
determination is made, or (ii) is responsible for more than 10% of the
consolidated net sales or of the consolidated net income of the Borrower and its
Subsidiaries as reflected in the financial statements referred to in clause (i)
above.

         "Taxes" means any and all present or future taxes, duties, levies,
imposts, deductions, charges or withholdings, and any and all liabilities with
respect to the foregoing, but excluding Excluded Taxes and Other Taxes.

         "Transferee" is defined in Section 12.4.

         "Type" means, with respect to any Advance, its nature as a Floating
Rate Advance or a Eurodollar Advance.

         "Unfunded Liabilities" means the amount (if any) by which the present
value of all vested and unvested accrued benefits under all Single Employer
Plans exceeds the fair market value of all such Plan assets allocable to such
benefits, all determined as of the then most recent valuation date for such
Plans using PBGC actuarial assumptions for single employer plan terminations.

         "Unmatured Default" means an event which but for the lapse of time or
the giving of notice, or both, would constitute a Default.



                                       13
   19


         "Wholly-Owned Subsidiary" of a Person means (i) any Subsidiary all of
the outstanding voting securities of which shall at the time be owned or
controlled, directly or indirectly, by such Person or one or more Wholly-Owned
Subsidiaries of such Person, or by such Person and one or more Wholly-Owned
Subsidiaries of such Person, or (ii) any partnership, limited liability company,
association, joint venture or similar business organization 100% of the
ownership interests having ordinary voting power of which shall at the time be
so owned or controlled.

         The foregoing definitions shall be equally applicable to both the
singular and plural forms of the defined terms.

                                   ARTICLE II

                                   THE CREDITS
                                   -----------

          2.1. COMMITMENT. From and including the date of this Agreement and
prior to the Revolving Credit Termination Date, each Lender severally agrees, on
the terms and conditions set forth in this Agreement, to make Revolving Loans to
the Borrower, provided that, after giving effect to the making of each such
Loan, such Lender's Outstanding Credit Exposure shall not exceed its Commitment
and the Aggregate Outstanding Credit Exposure shall not exceed the lesser of the
Aggregate Commitments and the Borrowing Base. Subject to the terms of this
Agreement, the Borrower may borrow, repay and reborrow at any time prior to the
Revolving Credit Termination Date. The Commitments to extend credit hereunder
shall expire on the Revolving Credit Termination Date.

          2.2. REQUIRED PAYMENTS; TERMINATION. Unless earlier payment is
required hereunder, the Revolving Credit Termination Balance and all other
unpaid Obligations shall be paid in full by the Borrower on the Facility
Termination Date. Additionally, the Borrower shall promptly pay the Aggregate
Outstanding Credit Exposure to the extent the amount thereof at any time exceeds
the lesser of the Aggregate Commitments and the Borrowing Base at such time.

         2.3. RATABLE LOANS. Each Advance hereunder shall consist of Revolving
Loans made from the several Lenders ratably according to their Pro Rata Shares.

         2.4. TYPES OF ADVANCES. The Advances may be Floating Rate Advances or
Eurodollar Advances, or a combination thereof, selected by the Borrower in
accordance with Sections 2.9 and 2.10.

         2.5. [Intentionally Omitted]

         2.6. FACILITY FEE; REDUCTIONS IN AGGREGATE COMMITMENT. (i) The Borrower
agrees to pay to the Agent for the account of each Lender according to its Pro
Rata Share a facility fee at a per annum rate equal to the Applicable Fee Rate
on the average daily amount of such Lender's Commitment, whether used or unused,
from the date hereof to and including the Revolving Credit Termination Date and,
after the Revolving Credit Termination Date, on the average daily principal
amount of such Lender's Outstanding Credit Exposure, payable on each Payment
Date hereafter and on the Facility Termination Date.

         (ii) The Borrower may permanently reduce the Aggregate Commitment in
whole, or in part ratably among the Lenders in integral multiples of
$10,000,000, upon at least five Business Days' written notice to the Agent,
which notice shall specify the amount of any such reduction, provided, however,
that



                                       14
   20


(a) the amount of the Aggregate Commitment may not be reduced below the
Aggregate Outstanding Credit Exposure and (b) simultaneously with any such
reduction, the Borrower shall reduce the Aggregate Commitments (as defined in
the Five-Year Credit Agreement) under the Five-Year Credit Agreement on a pro
rata basis. All accrued facility fees shall be payable on the effective date of
any termination of the obligations of the Lenders to make Advances hereunder.

         2.7. MINIMUM AMOUNT OF EACH ADVANCE. Each Eurodollar Advance shall be
in the minimum amount of $5,000,000 (and in multiples of $1,000,000 if in excess
thereof), and each Floating Rate Advance shall be in the minimum amount of
$2,500,000 (and in multiples of $1,000,000 if in excess thereof), provided,
however, that any Floating Rate Advance may be in the amount of the Available
Aggregate Commitment.

         2.8. OPTIONAL PRINCIPAL PAYMENTS. The Borrower may from time to time
pay, without penalty or premium, all outstanding Floating Rate Advances, or, in
a minimum aggregate amount of $2,500,000 or any integral multiple of $1,000,000
in excess thereof, any portion of the outstanding Floating Rate Advances upon
two Business Days' prior notice to the Agent. The Borrower may from time to time
pay, subject to the payment of any funding indemnification amounts required by
Section 3.4 but without penalty or premium, all outstanding Eurodollar Advances,
or, in a minimum aggregate amount of $5,000,000 or any integral multiple of
$1,000,000 in excess thereof, any portion of the outstanding Eurodollar Advances
upon three Business Days' prior notice to the Agent.

         2.9. METHOD OF SELECTING TYPES AND INTEREST PERIODS FOR NEW ADVANCES.
The Borrower shall select the Type of Advance and, in the case of each
Eurodollar Advance, the Interest Period applicable thereto from time to time.
The Borrower shall give the Agent irrevocable notice (a "Borrowing Notice") not
later than noon (Detroit time) at least one Business Day before the Borrowing
Date of each Floating Rate Advance and three Business Days before the Borrowing
Date for each Eurodollar Advance, specifying:

      (i) the Borrowing Date, which shall be a Business Day, of such Advance,

     (ii) the aggregate amount of such Advance,

    (iii) the Type of Advance selected, and

     (iv) in the case of each Eurodollar Advance, the Interest Period applicable
thereto.

Not later than 1:00 pm (Detroit time) on each Borrowing Date, each Lender shall
make available its Revolving Loan or Revolving Loans in funds immediately
available in Detroit to the Agent at its address specified pursuant to Article
XIII. The Agent will make the funds so received from the Lenders available to
the Borrower at the Agent's aforesaid address.

         2.10. CONVERSION AND CONTINUATION OF OUTSTANDING ADVANCES. Floating
Rate Advances shall continue as Floating Rate Advances unless and until such
Floating Rate Advances are converted into Eurodollar Advances pursuant to this
Section 2.10 or are repaid in accordance with Section 2.8. Each Eurodollar
Advance shall continue as a Eurodollar Advance until the end of the then
applicable Interest Period therefor, at which time such Eurodollar Advance shall
be automatically converted into a Floating Rate Advance unless (x) such
Eurodollar Advance is or was repaid in accordance with Section 2.8 or (y) the
Borrower shall have given the Agent a Conversion/Continuation Notice (as defined
below) requesting that, at the end of such Interest Period, such Eurodollar
Advance continue as a Eurodollar Advance for the same or another Interest
Period. Subject to the terms of Section 2.7, the Borrower may



                                       15
   21


elect from time to time to convert all or any part of a Floating Rate Advance
into a Eurodollar Advance. The Borrower shall give the Agent irrevocable notice
(a "Conversion/Continuation Notice") of each conversion of a Floating Rate
Advance into a Eurodollar Advance or continuation of a Eurodollar Advance not
later than noon (Detroit time) at least three Business Days prior to the date of
the requested conversion or continuation, specifying:

      (i) the requested date, which shall be a Business Day, of such conversion
or continuation,

     (ii) the aggregate amount and Type of the Advance which is to be converted
or continued, and

    (iii) the amount of such Advance which is to be converted into or continued
as a Eurodollar Advance and the duration of the Interest Period applicable
thereto.

         2.11. CHANGES IN INTEREST RATE, ETC. Each Floating Rate Advance shall
bear interest on the outstanding principal amount thereof, for each day from and
including the date such Advance is made or is automatically converted from a
Eurodollar Advance into a Floating Rate Advance pursuant to Section 2.10, to but
excluding the date it is paid or is converted into a Eurodollar Advance pursuant
to Section 2.10 hereof, at a rate per annum equal to the Floating Rate for such
day. Changes in the rate of interest on that portion of any Advance maintained
as a Floating Rate Advance will take effect simultaneously with each change in
the Alternate Base Rate. Each Eurodollar Advance shall bear interest on the
outstanding principal amount thereof from and including the first day of the
Interest Period applicable thereto to (but not including) the last day of such
Interest Period at the interest rate determined by the Agent as applicable to
such Eurodollar Advance based upon the Borrower's selections under Sections 2.9
and 2.10 and otherwise in accordance with the terms hereof. No Interest Period
may end after the Facility Termination Date.

         2.12. RATES APPLICABLE AFTER DEFAULT. Notwithstanding anything to the
contrary contained in Section 2.9 or 2.10, during the continuance of a Default
or Unmatured Default the Required Lenders may, at their option, by notice to the
Borrower (which notice may be revoked at the option of the Required Lenders
notwithstanding any provision of Section 8.2 requiring unanimous consent of the
Lenders to changes in interest rates), declare that no Advance may be made as,
converted into or continued as a Eurodollar Advance. During the continuance of a
Default the Required Lenders may, at their option, by notice to the Borrower
(which notice may be revoked at the option of the Required Lenders
notwithstanding any provision of Section 8.2 requiring unanimous consent of the
Lenders to changes in interest rates), declare that (i) each Eurodollar Advance
shall bear interest for the remainder of the applicable Interest Period at the
rate otherwise applicable to such Interest Period plus 2% per annum, and (ii)
each Floating Rate Advance shall bear interest at a rate per annum equal to the
Floating Rate in effect from time to time plus 2% per annum, provided that,
during the continuance of a Default under Section 7.6 or 7.7, the interest rates
set forth in clauses (i) and (ii) above shall be applicable to all Advances
without any election or action on the part of the Agent or any Lender.

         2.13. METHOD OF PAYMENT. All payments of the Obligations hereunder
shall be made, without setoff, deduction, or counterclaim, in immediately
available funds to the Agent at the Agent's address specified pursuant to
Article XIII, or at any other Lending Installation of the Agent specified in
writing by the Agent to the Borrower, by noon (local time) on the date when due
and shall be applied ratably by the Agent among the Lenders. Each payment
delivered to the Agent for the account of any Lender shall be delivered promptly
by the Agent to such Lender in the same type of funds that the Agent received at
its address specified pursuant to Article XIII or at any Lending Installation
specified in a notice received by the Agent from such Lender. Notwithstanding
the foregoing, no payments of principal, interest, fees or



                                       16
   22


other amounts delivered to the Agent for the account of any Defaulting Lender
shall be delivered by the Agent to such Defaulting Lender. Instead, such
payments shall, for so long as such Defaulting Lender shall be a Defaulting
Lender, be held by the Agent, and the Agent is hereby authorized and directed by
all parties hereto to hold such funds in escrow and apply such funds as follows:
(i) FIRST, if applicable to any payments due from such Defaulting Lender to the
Agent, and (ii) SECOND, to Advances required to be made by such Defaulting
Lender on any Borrowing Date to the extent such Defaulting Lender fails to make
such Advances. Notwithstanding the foregoing, upon the termination of all
Commitments and the payment and performance of all of the Obligations (other
than those owing to a Defaulting Lender), any funds then held in escrow by the
Agent pursuant to the preceding sentence shall be distributed to each Defaulting
Lender, PRO RATA in proportion to amounts that would be due to each Defaulting
Lender but for the fact that it is a Defaulting Lender. The Agent is hereby
authorized to charge the account of the Borrower maintained with Bank One for
each payment of principal, interest and fees as it becomes due hereunder.

         2.14. NOTELESS AGREEMENT; EVIDENCE OF INDEBTEDNESS. (i) Each Lender
shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the Borrower to such Lender resulting from each
Loan made by such Lender from time to time, including the amounts of principal
and interest payable and paid to such Lender from time to time hereunder.

         (ii) The Agent shall also maintain accounts in which it will record (a)
the amount of each Loan made hereunder, the Type thereof and the Interest Period
with respect thereto, (b) the amount of any principal or interest due and
payable or to become due and payable from the Borrower to each Lender hereunder
and (c) the amount of any sum received by the Agent hereunder from the Borrower
and each Lender's share thereof.

         (iii) The entries maintained in the accounts maintained pursuant to
paragraphs (i) and (ii) above shall be prima facie evidence of the existence and
amounts of the Obligations therein recorded; provided, however, that the failure
of the Agent or any Lender to maintain such accounts or any error therein shall
not in any manner affect the obligation of the Borrower to repay the Obligations
in accordance with their terms.

         (iv) Any Lender may request that its Revolving Loans be evidenced by a
promissory note substantially in the form of Exhibit E (each a "Note"). In such
event, the Borrower shall prepare, execute and deliver to such Lender such Note
payable to the order of such Lender. Thereafter, the Loans evidenced by such
Note and interest thereon shall at all times (including after any assignment
pursuant to Section 12.3) be represented by one or more Notes payable to the
order of the payee named therein or any assignee pursuant to Section 12.3,
except to the extent that any such Lender or assignee subsequently returns any
such Note for cancellation and requests that such Loans once again be evidenced
as described in paragraphs (i) and (ii) above.

         2.15. TELEPHONIC NOTICES. The Borrower hereby authorizes the Lenders
and the Agent to extend, convert or continue Advances, effect selections of
Types of Advances and to transfer funds based on telephonic notices made by any
person or persons the Agent or any Lender in good faith believes to be acting on
behalf of the Borrower, it being understood that the foregoing authorization is
specifically intended to allow Borrowing Notices and Conversion/Continuation
Notices to be given telephonically. The Borrower agrees to deliver promptly to
the Agent a written confirmation, if such confirmation is requested by the Agent
or any Lender, of each telephonic notice signed by an Authorized Officer. If the
written confirmation differs in any material respect from the action taken by
the Agent and the Lenders, the records of the Agent and the Lenders shall
constitute prima facie evidence of the action requested by Borrower.


                                       17
   23



         2.16. INTEREST PAYMENT DATES; INTEREST AND FEE BASIS. Interest accrued
on each Floating Rate Advance shall be payable on each Payment Date, commencing
with the first such date to occur after the date hereof, on any date on which
the Floating Rate Advance is prepaid, whether due to acceleration or otherwise,
and at maturity. Interest accrued on that portion of the outstanding principal
amount of any Floating Rate Advance converted into a Eurodollar Advance on a day
other than a Payment Date shall be payable on the date of conversion. Interest
accrued on each Eurodollar Advance shall be payable on the last day of its
applicable Interest Period, on any date on which the Eurodollar Advance is
prepaid, whether by acceleration or otherwise, and at maturity. Interest accrued
on each Eurodollar Advance having an Interest Period longer than three months
shall also be payable on the last day of each three-month interval during such
Interest Period. Interest, facility fees shall be calculated for actual days
elapsed on the basis of a 360-day year. Interest shall be payable for the day an
Advance is made but not for the day of any payment on the amount paid if payment
is received prior to noon (local time) at the place of payment. If any payment
of principal of or interest on an Advance shall become due on a day which is not
a Business Day, such payment shall be made on the next succeeding Business Day
and, in the case of a principal payment, such extension of time shall be
included in computing interest in connection with such payment.

         2.17. NOTIFICATION OF ADVANCES, INTEREST RATES, PREPAYMENTS AND
COMMITMENT REDUCTIONS. Promptly after receipt thereof, the Agent will notify
each Lender of the contents of each Aggregate Commitment reduction notice,
Borrowing Notice, Conversion/Continuation Notice, and repayment notice received
by it hereunder. The Agent will notify each Lender of the interest rate
applicable to each Eurodollar Advance promptly upon determination of such
interest rate and will give each Lender prompt notice of each change in the
Alternate Base Rate.

         2.18. LENDING INSTALLATIONS. Each Lender may book its Loans at any
Lending Installation selected by such Lender and may change its Lending
Installation from time to time. All terms of this Agreement shall apply to any
such Lending Installation and the Loans and any Notes issued hereunder shall be
deemed held by each Lender for the benefit of any such Lending Installation.
Each Lender may, by written notice to the Agent and the Borrower in accordance
with Article XIII, designate replacement or additional Lending Installations
through which Loans will be made by it and for whose account Loan payments are
to be made.

         2.19. NON-RECEIPT OF FUNDS BY THE AGENT. Unless the Borrower or a
Lender, as the case may be, notifies the Agent prior to the date on which it is
scheduled to make payment to the Agent of (i) in the case of a Lender, the
proceeds of a Loan or (ii) in the case of the Borrower, a payment of principal,
interest or fees to the Agent for the account of the Lenders, that it does not
intend to make such payment, the Agent may assume that such payment has been
made. The Agent may, but shall not be obligated to, make the amount of such
payment available to the intended recipient in reliance upon such assumption. If
such Lender or the Borrower, as the case may be, has not in fact made such
payment to the Agent, the recipient of such payment shall, on demand by the
Agent, repay to the Agent the amount so made available together with interest
thereon in respect of each day during the period commencing on the date such
amount was so made available by the Agent until the date the Agent recovers such
amount at a rate per annum equal to (x) in the case of payment by a Lender, the
Federal Funds Effective Rate for such day for the first three days and,
thereafter, the interest rate applicable to the relevant Loan or (y) in the case
of payment by the Borrower, the interest rate applicable to the relevant Loan.

         2.20. REPLACEMENT OF LENDER. If the Borrower is required pursuant to
Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any
Lender's obligation to make or continue, or to convert Floating Rate Advances
into, Eurodollar Advances shall be suspended pursuant to Section 3.3 (any Lender
so affected an "Affected Lender"), the Borrower may elect, if such amounts
continue to be


                                       18
   24



charged or such suspension is still effective, to replace such Affected Lender
as a Lender party to this Agreement, provided that no Default or Unmatured
Default shall have occurred and be continuing at the time of such replacement,
and provided further that, concurrently with such replacement, (i) another bank
or other entity which is reasonably satisfactory to the Borrower and the Agent
shall agree, as of such date, to purchase for cash the Advances and other
Obligations due to the Affected Lender pursuant to an assignment substantially
in the form of Exhibit C and to become a Lender for all purposes under this
Agreement and to assume all obligations of the Affected Lender to be terminated
as of such date and to comply with the requirements of Section 12.3 applicable
to assignments, and (ii) the Borrower shall pay to such Affected Lender in same
day funds on the day of such replacement (A) all interest, fees and other
amounts then accrued but unpaid to such Affected Lender by the Borrower
hereunder to and including the date of termination, including without limitation
payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an
amount, if any, equal to the payment which would have been due to such Lender on
the day of such replacement under Section 3.4 had the Loans of such Affected
Lender been prepaid on such date rather than sold to the replacement Lender.

                                   ARTICLE III

                             YIELD PROTECTION; TAXES
                             -----------------------

         3.1. YIELD PROTECTION. If, on or after the date of this Agreement, the
adoption of any law or any governmental or quasi-governmental rule, regulation,
policy, guideline or directive (whether or not having the force of law), or any
change in the interpretation or administration thereof by any governmental or
quasi-governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender or
applicable Lending Installation with any request or directive (whether or not
having the force of law) of any such authority, central bank or comparable
agency:

      (i)         subjects any Lender or any applicable Lending Installation to
                  any Taxes, or changes the basis of taxation of payments (other
                  than with respect to Excluded Taxes) to any Lender in respect
                  of its Eurodollar Loans, or

     (ii)         imposes or increases or deems applicable any reserve,
                  assessment, insurance charge, special deposit or similar
                  requirement against assets of, deposits with or for the
                  account of, or credit extended by, any Lender or any
                  applicable Lending Installation (other than reserves and
                  assessments taken into account in determining the interest
                  rate applicable to Eurodollar Advances), or

    (iii)         imposes any other condition the result of which is to increase
                  the cost to any Lender or any applicable Lending Installation
                  of making, funding or maintaining its Eurodollar Loans, or
                  reduces any amount receivable by any Lender or any applicable
                  Lending Installation in connection with its Eurodollar Loans,
                  or requires any Lender or any applicable Lending Installation
                  to make any payment calculated by reference to the amount of
                  Eurodollar Loans held or interest received by it, by an amount
                  deemed material by such Lender,

and the result of any of the foregoing is to increase the cost to such Lender or
applicable Lending Installation, as the case may be, of making or maintaining
its Eurodollar Loans or Commitment or to reduce the return received by such
Lender or applicable Lending Installation, as the case may be, in



                                       19
   25


connection with such Eurodollar Loans or Commitment, then, within 30 days of
demand by such Lender, the Borrower shall pay such Lender such additional amount
or amounts as will compensate such Lender for such increased cost or reduction
in amount received.

         3.2. CHANGES IN CAPITAL ADEQUACY REGULATIONS. If a Lender determines
the amount of capital required or expected to be maintained by such Lender, any
Lending Installation of such Lender or any corporation controlling such Lender
is increased as a result of a Change, then, within 30 days of demand by such
Lender, the Borrower shall pay such Lender the amount necessary to compensate
for any shortfall in the rate of return on the portion of such increased capital
which such Lender determines is attributable to this Agreement, its Outstanding
Credit Exposure or its Commitment to make Loans, as the case may be, hereunder
(after taking into account such Lender's policies as to capital adequacy).
"Change" means (i) any change after the date of this Agreement in the Risk-Based
Capital Guidelines or (ii) any adoption of or change in any other law,
governmental or quasi-governmental rule, regulation, policy, guideline,
interpretation, or directive (whether or not having the force of law) after the
date of this Agreement which affects the amount of capital required or expected
to be maintained by any Lender or any Lending Installation or any corporation
controlling any Lender. "Risk-Based Capital Guidelines" means (i) the risk-based
capital guidelines in effect in the United States on the date of this Agreement,
including transition rules, and (ii) the corresponding capital regulations
promulgated by regulatory authorities outside the United States implementing the
July 1988 report of the Basle Committee on Banking Regulation and Supervisory
Practices Entitled "International Convergence of Capital Measurements and
Capital Standards," including transition rules, and any amendments to such
regulations adopted prior to the date of this Agreement.

         3.3. AVAILABILITY OF TYPES OF ADVANCES. If any Lender determines that
maintenance of its Eurodollar Loans at a suitable Lending Installation would
violate any applicable law, rule, regulation, or directive, whether or not
having the force of law, or if the Required Lenders determine that (i) deposits
of a type and maturity appropriate to match fund Eurodollar Advances are not
available or (ii) the interest rate applicable to Eurodollar Advances does not
accurately reflect the cost of making or maintaining Eurodollar Advances, then
the Agent shall suspend the availability of Eurodollar Advances and require any
affected Eurodollar Advances to be repaid or converted to Floating Rate
Advances, subject to the payment of any funding indemnification amounts required
by Section 3.4.

         3.4. FUNDING INDEMNIFICATION. If any payment of a Eurodollar Advance
occurs on a date which is not the last day of the applicable Interest Period,
whether because of acceleration, prepayment or otherwise, or a Eurodollar
Advance is not made on the date specified by a Borrower for any reason other
than default by the Lenders, the relevant Borrower will indemnify each Lender
for any loss or cost incurred by it resulting therefrom, including, without
limitation, any loss or cost in liquidating or employing deposits acquired to
fund or maintain such Eurodollar Advance.

         3.5. TAXES. (i) All payments by Borrower to or for the account of any
Lender or the Agent hereunder or under any Note shall be made free and clear of
and without deduction for any and all Taxes. If the Borrower shall be required
by law to deduct any Taxes from or in respect of any sum payable hereunder to
any Lender or the Agent, (a) the sum payable shall be increased as necessary so
that after making all required deductions (including deductions applicable to
additional sums payable under this Section 3.5) such Lender or the Agent (as the
case may be) receives an amount equal to the sum it would have received had no
such deductions been made, (b) the Borrower shall make such deductions, (c) the
Borrower shall pay the full amount deducted to the relevant authority in
accordance with applicable law and (d) the Borrower shall furnish to the Agent
the original copy of a receipt evidencing payment thereof within 30 days after
such payment is made.


                                       20
   26



         (ii) In addition, the Borrower hereby agrees to pay any present or
future stamp or documentary taxes and any other excise or property taxes,
charges or similar levies which arise from any payment made hereunder or under
any Note or from the execution or delivery of, or otherwise with respect to,
this Agreement or any Note ("Other Taxes").

         (iii) The Borrower hereby agrees to indemnify the Agent and each Lender
for the full amount of Taxes or Other Taxes (including, without limitation, any
Taxes or Other Taxes imposed on amounts payable under this Section 3.5) paid by
the Agent or such Lender and any liability (including penalties, interest and
expenses) arising therefrom or with respect thereto. Payments due under this
indemnification shall be made within 30 days of the date the Agent or such
Lender makes demand therefor pursuant to Section 3.6.

         (iv) Each Lender that is not incorporated under the laws of the United
States of America or a state thereof (each a "Non-U.S. Lender") agrees that it
will, not more than ten Business Days after the date of this Agreement, (i)
deliver to each of the Borrower and the Agent two duly completed copies of
United States Internal Revenue Service Form W-8BEN or W-8ECI, certifying in
either case that such Lender is entitled to receive payments under this
Agreement without deduction or withholding of any United States federal income
taxes, and (ii) deliver to each of the Borrower and the Agent a United States
Internal Revenue Form W-8 or W-9, as the case may be, and certify that it is
entitled to an exemption from United States backup withholding tax. Each
Non-U.S. Lender further undertakes to deliver to each of the Borrower and the
Agent (x) renewals or additional copies of such form (or any successor form) on
or before the date that such form expires or becomes obsolete, and (y) after the
occurrence of any event requiring a change in the most recent forms so delivered
by it, such additional forms or amendments thereto as may be reasonably
requested by the Borrower or the Agent. All forms or amendments described in the
preceding sentence shall certify that such Lender is entitled to receive
payments under this Agreement without deduction or withholding of any United
States federal income taxes, unless an event (including without limitation any
change in treaty, law or regulation) has occurred prior to the date on which any
such delivery would otherwise be required which renders all such forms
inapplicable or which would prevent such Lender from duly completing and
delivering any such form or amendment with respect to it and such Lender advises
the Borrower and the Agent that it is not capable of receiving payments without
any deduction or withholding of United States federal income tax.

         (v) For any period during which a Non-U.S. Lender has failed to provide
the Borrower with an appropriate form pursuant to clause (iv), above (unless
such failure is due to a change in treaty, law or regulation, or any change in
the interpretation or administration thereof by any governmental authority,
occurring subsequent to the date on which a form originally was required to be
provided), such Non-U.S. Lender shall not be entitled to indemnification under
this Section 3.5 with respect to Taxes imposed by the United States; provided
that, should a Non-U.S. Lender which is otherwise exempt from or subject to a
reduced rate of withholding tax become subject to Taxes because of its failure
to deliver a form required under clause (iv), above, the Borrower shall take
such steps as such Non-U.S. Lender shall reasonably request to assist such
Non-U.S. Lender to recover such Taxes.

         (vi) Any Lender that is entitled to an exemption from or reduction of
withholding tax with respect to payments under this Agreement or any Note
pursuant to the law of any relevant jurisdiction or any treaty shall deliver to
the Borrower (with a copy to the Agent), at the time or times prescribed by
applicable law, such properly completed and executed documentation prescribed by
applicable law as will permit such payments to be made without withholding or at
a reduced rate.

         (vii) If the U.S. Internal Revenue Service or any other governmental
authority of the United States or any other country or any political subdivision
thereof asserts a claim that the Agent did not


                                       21
   27


properly withhold tax from amounts paid to or for the account of any Lender
(because the appropriate form was not delivered or properly completed, because
such Lender failed to notify the Agent of a change in circumstances which
rendered its exemption from withholding ineffective, or for any other reason),
such Lender shall indemnify the Agent and the Borrower fully for all amounts
paid, directly or indirectly, by the Agent as tax, withholding therefor, or
otherwise, including penalties and interest, and including taxes imposed by any
jurisdiction on amounts payable to the Agent under this subsection, together
with all costs and expenses related thereto (including attorneys fees and time
charges of attorneys for the Agent, which attorneys may be employees of the
Agent). The obligations of the Lenders under this Section 3.5(vii) shall survive
the payment of the Obligations and termination of this Agreement.

         3.6. LENDER STATEMENTS; SURVIVAL OF INDEMNITY. To the extent reasonably
possible, each Lender shall designate an alternate Lending Installation with
respect to its Eurodollar Loans to reduce any liability of the Borrower to such
Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of
Eurodollar Advances under Section 3.3, so long as such designation is not, in
the judgment of such Lender, disadvantageous to such Lender. Each Lender shall
deliver a written statement of such Lender to the Borrower (with a copy to the
Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such
written statement shall set forth in reasonable detail the calculations upon
which such Lender determined such amount and shall be final, conclusive and
binding on the Borrower in the absence of manifest error. Determination of
amounts payable under such Sections in connection with a Eurodollar Loan shall
be calculated as though each Lender funded its Eurodollar Loan through the
purchase of a deposit of the type and maturity corresponding to the deposit used
as a reference in determining the Eurodollar Rate applicable to such Loan,
whether in fact that is the case or not. Unless otherwise provided herein, the
amount specified in the written statement of any Lender shall be payable on
demand after receipt by the Borrower of such written statement. The obligations
of the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of
the Obligations and termination of this Agreement.

                                   ARTICLE IV

                              CONDITIONS PRECEDENT
                              --------------------

         4.1. INITIAL ADVANCE. The Lenders shall not be required to make the
initial Advance hereunder unless the Borrower has furnished to the Agent with
sufficient copies for the Lenders:

      (i)         Copies of the articles or certificate of incorporation of the
                  Borrower, together with all amendments, and a certificate of
                  good standing, each certified by the appropriate governmental
                  officer in its jurisdiction of incorporation.

     (ii)         Copies, certified by the Secretary or Assistant Secretary of
                  the Borrower, of its by-laws and of its Board of Directors'
                  resolutions and of resolutions or actions of any other body
                  authorizing the execution of the Loan Documents to which the
                  Borrower is a party.

    (iii)         An incumbency certificate, executed by the Secretary or
                  Assistant Secretary of the Borrower, which shall identify by
                  name and title and bear the signatures of the Authorized
                  Officers and any other officers of the Borrower authorized to
                  sign the Loan Documents to which the Borrower is a party, upon
                  which certificate the Agent and the Lenders shall be entitled
                  to rely until informed of any change in writing by the
                  Borrower.


                                       22
   28



     (iv)         A certificate, signed by the chief financial officer of the
                  Borrower, stating that on the initial Borrowing Date no
                  Default or Unmatured Default has occurred and is continuing.

      (v)         A written opinion of the Borrower's counsel, addressed to the
                  Lenders in substantially the form of Exhibit A.

     (vi)         Any Notes requested by a Lender pursuant to Section 2.14
                  payable to the order of each such requesting Lender.

    (vii)         Written money transfer instructions, in substantially the form
                  of Exhibit D, addressed to the Agent and signed by an
                  Authorized Officer, together with such other related money
                  transfer authorizations as the Agent may have reasonably
                  requested.

   (viii)         The Borrower shall have delivered accurate and complete copies
                  of the Agreement for Inventory Purchases, the Convertible
                  Debenture and the Senior Unsecured Notes and agreements and
                  instruments executed in connection therewith, including any
                  amendments thereto, together with a certificate of the
                  Borrower with respect to such matters relating to those
                  agreements as required by the Agent.

     (ix)         The Five-Year Credit Agreement shall close simultaneously with
                  this Agreement.

      (x)         Payment in full and termination of the National City Credit
                  Agreement simultaneously with such initial Advance.

     (xi)         Such other documents as the Agent or its counsel may have
                  reasonably requested.

         4.2. EACH BORROWING. The Lenders shall not be required to make any
Borrowing unless on the applicable Borrowing Date:

      (i)         There exists no Default or Unmatured Default.

     (ii)         The representations and warranties contained in Article V are
                  true and correct as of such Borrowing Date 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.

    (iii)         All legal matters incident to the making of such Borrowing
                  shall be satisfactory to the Agent and its counsel.

         Each Borrowing Notice with respect to each such Borrowing shall
constitute a representation and warranty by the Borrower that the conditions
contained in Sections 4.2(i) and (ii) have been satisfied. The Agent may require
a duly completed compliance certificate in substantially the form of Exhibit B
as a condition to making an Advance.

                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------



                                       23
   29


         The Borrower represents and warrants to the Lenders that:

         5.1. EXISTENCE AND STANDING. Each of the Borrower and its Subsidiaries
is a corporation, partnership (in the case of Subsidiaries only), limited
liability company or similar entity duly and properly incorporated or organized,
as the case may be, validly existing and in good standing under the laws of its
jurisdiction of incorporation or organization and has all requisite authority to
conduct its business in each jurisdiction in which its business is conducted and
where the failure to have such authority would not have a Material Adverse
Effect.

         5.2. AUTHORIZATION AND VALIDITY. The Borrower has the power and
authority and legal right to execute and deliver the Loan Documents to which it
is a party and to perform its obligations thereunder. The execution and delivery
by the Borrower of the Loan Documents to which it is a party and the performance
of its obligations thereunder have been duly authorized by proper corporate (to
the extent such concept applies to such entity) proceedings, and the Loan
Documents to which the Borrower is a party constitute legal, valid and binding
obligations of the Borrower enforceable against the Borrower in accordance with
their terms, except as enforceability may be limited by bankruptcy, insolvency
or similar laws affecting the enforcement of creditors' rights generally and by
equitable principles (regardless of whether enforcement is sought in equity or
at law).

         5.3. NO CONFLICT; GOVERNMENT CONSENT. Neither the execution and
delivery by the Borrower of the Loan Documents to which it is a party, nor the
consummation of the transactions therein contemplated, nor compliance with the
provisions thereof will violate (i) any law, rule, regulation, order, writ,
judgment, injunction, decree or award binding on the Borrower or any of its
Subsidiaries or (ii) the Borrower's or any Subsidiary's articles or certificate
of incorporation, partnership agreement, certificate of partnership, articles or
certificate of organization, by-laws, or operating or other management
agreement, as the case may be, or (iii) the provisions of any indenture,
instrument or other material agreement to which the Borrower or any of its
Subsidiaries is a party or is subject, or by which it, or its Property, is
bound, or conflict with or constitute a default thereunder, or result in, or
require, the creation or imposition of any Lien in, of or on the Property of the
Borrower or a Subsidiary pursuant to the terms of any such indenture, instrument
or other material agreement. No order, consent, adjudication, approval, license,
authorization, or validation of, or filing, recording or registration with, or
exemption by, or other action in respect of any governmental or public body or
authority, or any subdivision thereof, which has not been obtained by the
Borrower or any of its Subsidiaries, is required to be obtained by the Borrower
or any of its Subsidiaries in connection with the execution and delivery of the
Loan Documents, the borrowings under this Agreement, the payment and performance
by the Borrower of the Obligations or the legality, validity, binding effect or
enforceability of any of the Loan Documents.

         5.4. FINANCIAL STATEMENTS. The March 31, 2000 consolidated financial
statements of the Borrower and its Subsidiaries heretofore delivered to the
Lenders were prepared in accordance with generally accepted accounting
principles in effect on the date such statements were prepared and fairly
present the consolidated financial condition and operations of the Borrower and
its Subsidiaries at such date and the consolidated results of their operations
for the period then ended.

         5.5. MATERIAL ADVERSE CHANGE. Since March 31, 2000 there has been no
change in the business, Property, prospects, condition (financial or otherwise)
or results of operations of the Borrower and its Subsidiaries which could
reasonably be expected to have a Material Adverse Effect.


                                       24
   30


         5.6. TAXES. The Borrower and its Subsidiaries have filed all United
States federal tax returns and all other tax returns which are required to be
filed and have paid all taxes due pursuant to said returns or pursuant to any
assessment received by the Borrower or any of its Subsidiaries, except such
taxes, if any, as are being contested in good faith and as to which adequate
reserves have been provided in accordance with Agreement Accounting Principles.
The United States income tax returns of the Borrower and its Subsidiaries have
been audited by the Internal Revenue Service through the fiscal year ended March
31, 1997. No tax liens have been filed and no claims are being asserted with
respect to any such taxes. The charges, accruals and reserves on the books of
the Borrower and its Subsidiaries in respect of any taxes or other governmental
charges are adequate.

         5.7. LITIGATION AND CONTINGENT OBLIGATIONS. There is no litigation,
arbitration, governmental investigation, proceeding or inquiry pending or, to
the knowledge of any of their officers, threatened against or affecting the
Borrower or any of its Subsidiaries which could reasonably be expected to have a
Material Adverse Effect or which seeks to prevent, enjoin or delay the making of
any Borrowings. Other than any liability incident to any litigation, arbitration
or proceeding which could not reasonably be expected to have a Material Adverse
Effect, the Borrower has no material contingent obligations not provided for or
disclosed in the financial statements referred to in Section 5.4.

         5.8. SUBSIDIARIES. Schedule 1 contains an accurate list of all
Subsidiaries of the Borrower as of the date of this Agreement, setting forth
their respective jurisdictions of organization and the percentage of their
respective Capital Stock owned by the Borrower or other Subsidiaries. All of the
issued and outstanding shares of Capital Stock of such Subsidiaries have been
(to the extent such concepts are relevant with respect to such ownership
interests) duly authorized and issued and are fully paid and non-assessable.

         5.9. ERISA. The Unfunded Liabilities of all Single Employer Plans do
not in the aggregate exceed $5,000,000. Neither the Borrower nor any other
member of the Controlled Group has incurred, or is reasonably expected to incur,
any withdrawal liability to Multiemployer Plans in excess of $5,000,000 in the
aggregate. Each Plan complies in all material respects with all applicable
requirements of law and regulations, no Reportable Event has occurred with
respect to any Plan, neither the Borrower nor any other member of the Controlled
Group has withdrawn from any Plan or initiated steps to do so, and no steps have
been taken to reorganize or terminate any Plan.

         5.10. ACCURACY OF INFORMATION. No information, exhibit or report
furnished by the Borrower or any of its Subsidiaries to the Agent or to any
Lender in connection with the negotiation of, or compliance with, the Loan
Documents contained any material misstatement of fact or omitted to state a
material fact or any fact necessary to make the statements contained therein not
misleading.

         5.11. REGULATIONS T, U AND X. Margin Stock constitutes less than 25% of
the value of those assets of the Borrower and its Subsidiaries which are subject
to any limitation on sale, pledge, or other restriction hereunder.

         5.12. MATERIAL AGREEMENTS. Neither the Borrower nor any Subsidiary is a
party to any agreement or instrument or subject to any charter or other
corporate restriction which could reasonably be expected to have a Material
Adverse Effect. Neither the Borrower nor any Subsidiary is in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in (i) any agreement to which it is a party, which default
could reasonably be expected to have a Material Adverse Effect or (ii) any
agreement or instrument evidencing or governing Indebtedness in an outstanding
amount equal to or exceeding $5,000,000 in the aggregate.



                                       25
   31


         5.13. COMPLIANCE WITH LAWS. The Borrower and its Subsidiaries have
complied with all applicable statutes, rules, regulations, orders and
restrictions of any domestic or foreign government or any instrumentality or
agency thereof having jurisdiction over the conduct of their respective
businesses or the ownership of their respective Property except for any failure
to comply with any of the foregoing which could not reasonably be expected to
have a Material Adverse Effect.

         5.14. OWNERSHIP OF PROPERTIES. Except as set forth on Schedule 2, on
the date of this Agreement, the Borrower and its Subsidiaries will have good
title, free of all Liens other than those permitted by Section 6.14, to all of
the Property and assets reflected in the Borrower's most recent consolidated
financial statements provided to the Agent as owned by the Borrower and its
Subsidiaries.

         5.15. PLAN ASSETS; PROHIBITED TRANSACTIONS. The Borrower is not an
entity deemed to hold "plan assets" within the meaning of 29 C.F.R. ss.
2510.3-101 of an employee benefit plan (as defined in Section 3(3) of ERISA)
which is subject to Title I of ERISA or any plan (within the meaning of Section
4975 of the Code), and neither the execution of this Agreement nor the making of
Borrowings hereunder gives rise to a prohibited transaction within the meaning
of Section 406 of ERISA or Section 4975 of the Code.

         5.16. ENVIRONMENTAL MATTERS. In the ordinary course of its business,
the officers of the Borrower consider the effect of Environmental Laws on the
business of the Borrower and its Subsidiaries, in the course of which they
identify and evaluate potential risks and liabilities accruing to the Borrower
due to Environmental Laws. On the basis of this consideration, the Borrower has
concluded that Environmental Laws cannot reasonably be expected to have a
Material Adverse Effect. Neither the Borrower nor any Subsidiary has received
any notice to the effect that its operations are not in material compliance with
any of the requirements of applicable Environmental Laws or are the subject of
any federal or state investigation evaluating whether any remedial action is
needed to respond to a release of any toxic or hazardous waste or substance into
the environment, which non-compliance or remedial action could reasonably be
expected to have a Material Adverse Effect.

         5.17. INVESTMENT COMPANY ACT. Neither the Borrower nor any Subsidiary
is an "investment company" or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended.

         5.18. PUBLIC UTILITY HOLDING COMPANY ACT. Neither the Borrower nor any
Subsidiary is a "holding company" or a "subsidiary company" of a "holding
company", or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company", within the meaning of the Public Utility Holding Company
Act of 1935, as amended.

                                   ARTICLE VI

                                    COVENANTS
                                    ---------

         During the term of this Agreement, unless the Required Lenders shall
otherwise consent in writing:

         6.1. FINANCIAL REPORTING. The Borrower will maintain, for itself and
each Subsidiary, a system of accounting established and administered in
accordance with generally accepted accounting principles, and furnish to the
Lenders:



                                       26
   32


      (i)         Within 90 days after the close of each of its fiscal years, an
                  unqualified (except for qualifications relating to changes in
                  accounting principles or practices reflecting changes in
                  generally accepted accounting principles and required or
                  approved by the Borrower's independent certified public
                  accountants) audit report certified by independent certified
                  public accountants acceptable to the Lenders, prepared in
                  accordance with Agreement Accounting Principles on a
                  consolidated and consolidating basis (provided that
                  consolidating statements may be internally prepared and do not
                  need to be certified by such accountants and shall not be
                  required to be delivered until 100 days after the close of
                  each fiscal year) for itself and its Subsidiaries, including
                  balance sheets as of the end of such period, related profit
                  and loss and reconciliation of surplus statements, and a
                  statement of cash flows, accompanied by any management letter
                  prepared by said accountants.

      (ii)        Within 45 days (or 60 days in the case of consolidating
                  statements) after the close of the first three quarterly
                  periods of each of its fiscal years, for itself and its
                  Subsidiaries, consolidated and consolidating unaudited balance
                  sheets as at the close of each such period and consolidated
                  and consolidating profit and loss and reconciliation of
                  surplus statements and a statement of cash flows for the
                  period from the beginning of such fiscal year to the end of
                  such quarter, all certified by its chief financial officer.

      (iii)       Together with the financial statements required under Sections
                  6.1(i) and (ii), a compliance certificate in substantially the
                  form of Exhibit B signed by its chief financial officer
                  showing the calculations necessary to determine compliance
                  with this Agreement and stating that no Default or Unmatured
                  Default exists, or if any Default or Unmatured Default exists,
                  stating the nature and status thereof.

      (iv)        Within 30 Business Days after the end of each month, a
                  Borrowing Base Certificate prepared as of the close of
                  business on the last day of each month and such supporting
                  schedules requested by the Agent, certified as true and
                  correct by the chief financial officer of the Borrower.

      (v)         Within 270 days after the close of each fiscal year, a
                  statement of the Unfunded Liabilities of each Single Employer
                  Plan, certified as correct by an actuary enrolled under ERISA.

      (vi)        As soon as possible and in any event within 15 days after the
                  Borrower knows that any Reportable Event has occurred with
                  respect to any Plan, a statement, signed by the chief
                  financial officer of the Borrower, describing said Reportable
                  Event and the action which the Borrower proposes to take with
                  respect thereto.

      (vii)       As soon as possible and in any event within 15 days after
                  receipt by the Borrower, a copy of (a) any notice or claim to
                  the effect that the Borrower or any of its Subsidiaries is or
                  may be liable to any Person as a result of the release by the
                  Borrower, any of its Subsidiaries, or any other Person of any
                  toxic or hazardous waste or substance into the environment,
                  and (b) any notice alleging any violation of any federal,
                  state or local environmental, health or safety law or
                  regulation by the Borrower or any of its Subsidiaries, which,
                  in either case, could reasonably be expected to have a
                  Material Adverse Effect.



                                       27
   33


      (viii)      Promptly upon the furnishing thereof to the shareholders of
                  the Borrower, copies of all financial statements, reports and
                  proxy statements so furnished.

      (ix)        Promptly upon the filing thereof, copies of all registration
                  statements and annual, quarterly, monthly or other regular
                  reports which the Borrower or any of its Subsidiaries files
                  with the Securities and Exchange Commission.

      (x)         Such other information (including non-financial information)
                  as the Agent or any Lender may from time to time reasonably
                  request.

         6.2. USE OF PROCEEDS. The Borrower will, and will cause each Subsidiary
to, use the proceeds of the Borrowings for general corporate purposes. The
Borrower will not, nor will it permit any Subsidiary to, use any of the proceeds
of the Advances to purchase or carry any Margin Stock.

         6.3. NOTICE OF DEFAULT. The Borrower will, and will cause each
Subsidiary to, give prompt notice in writing to the Lenders of the occurrence of
any Default or Unmatured Default and of any other development, financial or
otherwise, which could reasonably be expected to have a Material Adverse Effect.

         6.4. CONDUCT OF BUSINESS. Other than as permitted under Section 6.11,
the Borrower will, and will cause each Subsidiary to, carry on and conduct its
business in substantially the same manner and in substantially the same or
similar or related fields of enterprise as it is presently conducted and do all
things necessary to remain duly incorporated or organized, validly existing and
(to the extent such concept applies to such entity) in good standing as a
domestic corporation, partnership or limited liability company in its
jurisdiction of incorporation or organization, as the case may be, and maintain
all requisite authority to conduct its business in each jurisdiction in which
its business is conducted and where the failure to maintain such authority does
not have a Material Adverse Effect.

         6.5. TAXES. The Borrower will, and will cause each Subsidiary to,
timely file complete and correct United States federal and applicable foreign,
state and local tax returns required by law and pay when due all taxes,
assessments and governmental charges and levies upon it or its income, profits
or Property, except those which are being contested in good faith by appropriate
proceedings and with respect to which adequate reserves have been set aside in
accordance with Agreement Accounting Principles.

         6.6. INSURANCE. The Borrower will, and will cause each Subsidiary to,
maintain with financially sound and reputable insurance companies insurance on
all their Property in such amounts and covering such risks as is consistent with
sound business practice, and the Borrower will furnish to any Lender upon
reasonable request full information as to the insurance carried.

         6.7. COMPLIANCE WITH LAWS. The Borrower will, and will cause each
Subsidiary to, comply with all laws, rules, regulations, orders, writs,
judgments, injunctions, decrees or awards to which it may be subject including,
without limitation, all Environmental Laws, the non-compliance with which would
have a Material Adverse Effect .

         6.8. MAINTENANCE OF PROPERTIES. The Borrower will, and will cause each
Subsidiary to, do all things necessary to maintain, preserve, protect and keep
its Property in good repair, working order and condition, ordinary wear and tear
excepted and excluding assets which are obsolete or otherwise no longer useful
in the business of the Borrower or any of its Subsidiaries, and make all
necessary and



                                       28
   34


proper repairs, renewals and replacements so that its business carried on in
connection therewith may be properly conducted at all times.

         6.9. INSPECTION. Upon reasonable notice from the Agent and the Lenders,
the Borrower will, and will cause each Subsidiary to, permit the Agent and the
Lenders, by their respective representatives and agents, to inspect any of the
Property, books and financial records of the Borrower and each Subsidiary, to
examine and make copies of the books of accounts and other financial records of
the Borrower and each Subsidiary, and to discuss the affairs, finances and
accounts of the Borrower and each Subsidiary with, and to be advised as to the
same by, their respective officers at such reasonable times and intervals as the
Agent or any Lender may designate.

         6.10. INDEBTEDNESS. The Borrower will not, nor will it permit any
Subsidiary to, create, incur or suffer to exist any Indebtedness, except:

      (i)         The Obligations.

     (ii)         Indebtedness existing on the date hereof and described in
                  Schedule 2, but no increase in the principal amount thereof,
                  as such amount is reduced from time to time.

    (iii)         Indebtedness arising in connection with transactions permitted
                  by Section 6.12(v), but no increase in the principal amount
                  thereof.

     (iv)         Other Indebtedness in aggregate outstanding amount not to
                  exceed 10% of Consolidated Tangible Net Worth, provided that
                  the aggregate amount of such other Indebtedness of any
                  Subsidiaries of the Borrower shall not exceed 3% of
                  Consolidated Tangible Net Worth.

         6.11. MERGER. The Borrower will not, nor will it permit any Subsidiary
to, merge or consolidate with or into any other Person, except that a Subsidiary
may merge into the Borrower (provided the Borrower is the surviving corporation)
or a Wholly-Owned Subsidiary. The Borrower will merge certain of its Domestic
Subsidiaries (with the Borrower being the surviving corporation) or take such
other action such that, as of (i) the date sixty days after the date hereof,
(ii) each one year anniversary of the date hereof and (iii) each date a
Significant Subsidiary or any one or more Subsidiaries which, if considered in
the aggregate as a single Subsidiary, would be a Significant Subsidiary of the
Borrower that is not a Guarantor is created, acquired or otherwise comes into
existence, the Borrower and all Foreign Subsidiary Borrowers (as defined in the
Five-Year Credit Agreement) which have 65% of their Capital Stock pledged
pursuant to a Pledge Agreement shall directly own at least 75% of the total
consolidated assets (other than accounts or notes receivable transferred in
accordance with Section 6.12(v) to a Securitization Entity in connection with a
Permitted Securitization Transaction) of the Borrower and its Subsidiaries and
shall account for at least 75% of the consolidated net revenues of the Borrower
and its Subsidiaries as of the end of the most recently ended four consecutive
fiscal quarters of the Borrower on a pro forma basis acceptable to the Agent. In
connection with any such Pledge Agreement, the Borrower will deliver or cause to
be delivered such stock certificates, legal opinions and other documents
reasonably required by the Agent.

         6.12. SALE OF ASSETS. The Borrower will not, nor will it permit any
Subsidiary to, lease, sell or otherwise dispose of its Property to any other
Person, except:



                                       29
   35


      (i)         Sales of inventory in the ordinary course of business and the
                  sale of assets not material in amount in the aggregate and
                  which are obsolete and no longer useful in the business of the
                  Borrower or any of its Subsidiaries.

      (ii)        Sales or other dispositions in the ordinary course of business
                  of fixed assets for the purpose of replacing such fixed
                  assets, provided that any such fixed asset is replaced within
                  180 days of such sale or other disposition with other fixed
                  assets which have a fair market value not materially less than
                  the fixed assets sold or otherwise disposed of and provided
                  that the aggregate amount sold or otherwise disposed under
                  this Section 6.12(ii) does not exceed a Substantial Portion.

      (iii)       The transfer of any assets from a Subsidiary to the Borrower
                  or a Guarantor.


      (iv)        Leases, sales or other dispositions of its Property that,
                  together with all other Property of the Borrower and its
                  Subsidiaries previously leased, sold or disposed of (other
                  than inventory in the ordinary course of business) as
                  permitted by this Section 6.12(iv) during the twelve-month
                  period ending with the month in which any such lease, sale or
                  other disposition occurs, do not constitute a Substantial
                  Portion of the Property of the Borrower and its Subsidiaries.

      (v)         Any sale or other transfer of an interest in accounts or notes
                  receivable on a limited recourse basis, acceptable to the
                  Agent, provided that (a) such transfer qualifies as a sale
                  under Agreement Accounting Principles, (b) the aggregate
                  amount of such financing does not exceed $150,000,000 at any
                  one time outstanding and (c) the Aggregate Commitment
                  hereunder and under the Five-Year Credit Agreement is reduced,
                  on a pro rata basis between the Aggregate Commitment hereunder
                  and under the Five-Year Credit Agreement, by an amount equal
                  to 100% of the aggregate amount of such financing in excess of
                  $50,000,000 (any such sale or other transfer, a "Permitted
                  Securitization Transaction").

         6.13. INVESTMENTS AND ACQUISITIONS. The Borrower will not, nor will it
permit any Subsidiary to, make or suffer to exist any Investments (including
without limitation, loans and advances to, and other Investments in,
Subsidiaries), or commitments therefor, or to become or remain a partner in any
partnership or joint venture, or to make any Acquisition of any Person, except:

      (i)         Cash Equivalent Investments.

      (ii)        (a) Existing Investments in Subsidiaries and other Investments
                  in existence on the date hereof and described in Schedule 1,
                  (b) Investments in a Securitization Entity in connection with
                  Permitted Securitization Transactions and in an aggregate
                  outstanding amount not to exceed 20% of the aggregate amount
                  of all permitted Securitization Transactions and (c)
                  additional Investments in Subsidiaries not to exceed
                  $5,000,000 in the aggregate.

      (iii)       Other Investments and Acquisitions of the Borrower and its
                  Subsidiaries, provided that (a) immediately before and after
                  giving effect to such Investment or Acquisition, no Default or
                  Unmatured Default shall exist or shall have occurred and be
                  continuing and the representations and warranties contained in
                  Article V and in the other Loan Documents shall be true and
                  correct on and as of the date thereof (both before and after



                                       30
   36


                  such Investment or Acquisition is consummated) as if made on
                  the date such Investment or Acquisition is consummated, (b)
                  the target of such Investment or Acquisition is in
                  substantially the same line of business or a similar or
                  related line of business as the Borrower, (c) the Board of
                  Directors and the management of the target of such Investment
                  or Acquisition has approved such Investment or Acquisition,
                  and (d) the consideration paid or payable or otherwise
                  advanced in connection with all Investments and Acquisitions
                  permitted by this Section 6.13(iii), including without
                  limitation any Indebtedness assumed in connection therewith or
                  Contingent Liabilities incurred in connection therewith, shall
                  not exceed $10,000,000 in the aggregate since the date of this
                  Agreement.

      (iv)        Other Investments and Acquisitions of the Borrower and its
                  Subsidiaries, provided that (a) immediately before and after
                  giving effect to such Investment or Acquisition, no Default or
                  Unmatured Default shall exist or shall have occurred and be
                  continuing and the representations and warranties contained in
                  Article V and in the other Loan Documents shall be true and
                  correct on and as of the date thereof (both before and after
                  such Investment or Acquisition is consummated) as if made on
                  the date such Investment or Acquisition is consummated, (b) at
                  least 5 Business Days' prior to the consummation of such
                  Investment or Acquisition, the Borrower shall have provided to
                  the Agent an opinion of counsel and a certificate of an
                  Authorized Officer each stating that such Investment or
                  Acquisition complies with this Section 6.13(iv), all laws and
                  regulations and any other conditions under this Agreement
                  relating to such transaction have been satisfied, and such
                  certificate shall contain such other information and
                  certifications as requested by the Agent and be in form and
                  substance satisfactory to the Agent, (c) at least 5 Business
                  Days' prior to the consummation of such Investment or
                  Acquisition, the Borrower shall have delivered all agreements
                  and documents relating to such Investment or Acquisition, and
                  the Agent shall have completed a satisfactory review thereof
                  and completed such other due diligence satisfactory to the
                  Agent, (d) at least 5 Business Days prior to the consummation
                  of such Investment or Acquisition, Borrower shall have
                  provided to the Agent a certificate of an Authorized Officer
                  attaching pro forma computations acceptable to the Agent to
                  demonstrate pro forma compliance with the financial covenants
                  for the twelve month period ending on the last day of the
                  Borrower's most recently completed fiscal quarter as if such
                  Acquisition had occurred on the first day of such twelve month
                  period, (e) the target of such Investment or Acquisition is in
                  substantially the same line of business or a similar or
                  related line of business as the Borrower, (f) the Board of
                  Directors and the management of the target of such Investment
                  or Acquisition have approved such Investment or Acquisition,
                  (g) the consideration paid or payable or otherwise advanced in
                  connection with all Investments and Acquisitions permitted by
                  this Section 6.13(iv), including without limitation any
                  Indebtedness assumed in connection therewith or Contingent
                  Liabilities incurred in connection therewith, shall not exceed
                  $50,000,000 in the aggregate per year or $100,000,000 in the
                  aggregate since the date of this Agreement and (h) after
                  giving effect to such Investment or Acquisition on a pro forma
                  basis acceptable to the Agent, the Borrower shall have unused
                  availability under Section 2.1 of this Agreement and Section
                  2.1 of the Five-Year Credit Agreement of at least $25,000,000
                  in the aggregate and the Leverage Ratio shall be at least 0.15
                  below the level required under Section 6.17.2.

         6.14. LIENS. The Borrower will not, nor will it permit any Subsidiary
to, create, incur, or suffer to exist any Lien in, of or on the Property of the
Borrower or any of its Subsidiaries, except:


                                       31
   37



      (i)         Liens for taxes, assessments or governmental charges or levies
                  on its Property if the same shall not at the time be
                  delinquent or thereafter can be paid without penalty, or are
                  being contested in good faith and by appropriate proceedings
                  and for which adequate reserves in accordance with Agreement
                  Accounting Principles shall have been set aside on its books.

      (ii)        Statutory Liens imposed by law, such as bankers', carriers',
                  warehousemen's, mechanics' and landlords', vendor's,
                  materialmen's, repairmen's liens and other similar liens
                  arising in the ordinary course of business which secure
                  payment of obligations not more than 60 days past due or which
                  are being contested in good faith by appropriate proceedings
                  and for which adequate reserves shall have been set aside on
                  its books.

      (iii)       Liens arising out of pledges or deposits under worker's
                  compensation laws, unemployment insurance, old age pensions,
                  or other social security or retirement benefits or similar
                  legislation.

      (iv)        Easements, building restrictions and such other encumbrances
                  or charges against real property as are of a nature generally
                  existing with respect to properties of a similar character and
                  which do not in any material way affect the marketability of
                  the same or interfere with the use thereof in the business of
                  the Borrower or its Subsidiaries.

      (v)         Liens existing on the date hereof and described in Schedule 2.

      (vi)        Liens incurred in connection with any transfer of an interest
                  in accounts or notes receivable which is permitted pursuant to
                  Section 6.12(v) and which are required to consummate such
                  Permitted Securitization Transaction.

      (vii)       Liens arising out of deposits to secure the performance of
                  bids, trade contracts (other than contracts for the payment of
                  money), leases, licenses, franchises, statutory obligations,
                  surety and appeal bonds, performance bonds and other
                  obligations of a like nature incurred in the ordinary course
                  of business in an aggregate amount not to exceed $5,000,000 at
                  any time.

      (viii)      Liens arising with respect to rights of lessees or sublessees
                  under Operating Leases in assets leased by the Borrower or any
                  Subsidiary under an Operating Lease.

      (ix)        Liens in favor of the Agent and the Lenders under any Pledge
                  Agreements.

      (x)         Any other Lien on any fixed assets of the Borrower or any of
                  its Subsidiaries, provided that the aggregate outstanding
                  amount of the Indebtedness secured by all such Liens does not
                  exceed $10,000,000.

      (xi)        Any extension, renewal or replacement (or successive
                  extension, renewal, or replacement) in whole or in part, of
                  any Lien referred to in the foregoing clauses (i) through (x)
                  inclusive; PROVIDED, HOWEVER, that the principal amount of
                  Indebtedness secured thereby shall not exceed the principal
                  amount of Indebtedness so secured at the time of such
                  extension, renewal or replacement, and that such extension,
                  renewal or replacement shall be limited to all or a part of
                  the property which secured the Lien so extended, renewed or
                  replaced.



                                       32
   38


         6.15. AFFILIATES. The Borrower will not, and will not permit any
Subsidiary to, enter into any transaction (including, without limitation, the
purchase or sale of any Property or service) with, or make any payment or
transfer to, any Affiliate except in the ordinary course of business and
pursuant to the reasonable requirements of the Borrower's or such Subsidiary's
business and upon fair and reasonable terms no less favorable to the Borrower or
such Subsidiary than the Borrower or such Subsidiary would obtain in a
comparable arms-length transaction.

         6.16. FINANCIAL CONTRACTS. The Borrower will not, nor will it permit
any Subsidiary to, enter into or remain liable upon any Financial Contract for
purposes of financial speculation.

         6.17. FINANCIAL COVENANTS.

                  6.17.1. FIXED CHARGE COVERAGE RATIO. The Borrower will not
         permit the ratio, determined as of the end of each of its fiscal
         quarters for the then most-recently ended four fiscal quarters, of (i)
         Consolidated EBITDA minus Consolidated Capital Expenditures plus
         Consolidated Rentals, to (ii) Consolidated Interest Expense, plus
         Consolidated Rentals, plus current maturities of principal
         Indebtedness, plus expense for taxes paid or accrued, plus any
         dividends or other distributions on the Capital Stock of the Borrower
         and all redemptions, repurchases and other acquisitions or retirements
         any of Capital Stock of the Borrower, plus all interest expense related
         to the Convertible Debentures, all calculated for the Borrower and its
         Subsidiaries on a consolidated basis, to be less than (x) 1.25 to 1.0
         as of the end of any fiscal quarter ending on or after the date hereof
         and on or before March 31, 2001, or (y) 1.35 to 1.0 as of the end of
         any fiscal quarter thereafter.

                  6.17.2. LEVERAGE RATIO. The Borrower will not permit the
         ratio, determined as of the end of each of its fiscal quarters for the
         then most-recently ended four fiscal quarters, of (i) Consolidated Debt
         to (ii) Consolidated EBITDA for the then most-recently ended four
         fiscal quarters to be greater than (a) 3.25 to 1.0 as of the end of any
         fiscal quarter ending on or after the date hereof and on or before
         December 31, 2001, (b) 3.00 to 1.0 as of the end of any fiscal quarter
         ending on or after March 31, 2002 and on or before December 31, 2002 or
         (c) 2.75 to 1.0 as of the end of any fiscal quarter thereafter.

                  6.17.3. MINIMUM NET WORTH. The Borrower will at all times
         maintain Consolidated Net Worth of not less than the sum of (i)
         $410,000,000 plus (ii) 50% of Consolidated Net Income earned in each
         fiscal year beginning with the fiscal year ending March 31, 2001
         (without deduction for losses) plus (iii) 100% of the net cash proceeds
         received by the Borrower from the issuance or other sale of its or its
         Subsidiaries' Capital Stock.

         6.18. GUARANTIES. If at any time the Domestic Subsidiaries (other than
Securitization Entities) of the Borrower are no longer prohibited from
guaranteeing the Obligations by any of the agreements of the Borrower existing
as of the date hereof and the providing of Guaranties hereunder by the Domestic
Subsidiaries (other than Securitization Entities) of the Borrower would not
require the delivery of guarantees or the granting of Liens by such Domestic
Subsidiaries under other agreements of the Borrower existing as of the date
hereof, if requested by the Agent or the Required Lenders, the Borrower will
cause such Domestic Subsidiaries (other than Securitization Entities) to
guarantee the Obligations and to execute and deliver to the Agent such
guaranties, resolutions and related corporate documents and opinions of counsel
reasonably requested by the Agent in connection therewith. The Borrower will not
permit any of its Subsidiaries to incur any Contingent Obligations with respect
to any Indebtedness of the



                                       33
   39


Borrower or any other Subsidiary without providing Guaranties of such
Subsidiaries pursuant to this Agreement.

         6.19. OTHER INDEBTEDNESS. (i) The Borrower will not, and will not
permit any Subsidiary to, make any amendment, supplement or modification to the
Convertible Debenture, the Senior Unsecured Notes or any agreements or
instruments executed in connection therewith or directly or indirectly
voluntarily or optionally prepay, defease or in substance defease, purchase,
redeem, retire or otherwise acquire, any Indebtedness or other liabilities or
obligations outstanding thereunder.

                           (ii) The Borrower will not, and will not permit any
Subsidiary to, make any amendment, supplement or modification to the Agreement
for Inventory Purchases or any agreements or instruments executed in connection
therewith which is materially adverse to the Borrower or any of its Subsidiaries
or to any Lender, or directly or indirectly voluntarily or optionally prepay,
defease or in substance defease, purchase, redeem, retire or otherwise acquire,
any Indebtedness or other liabilities or obligations outstanding thereunder.

                           (iii) If at any time the Borrower or Guarantor shall
enter into or be a party to any instrument or agreement with respect to any
Indebtedness which in the aggregate, together with any related Indebtedness,
exceeds $5,000,000 (other than Indebtedness permitted to be secured by Liens
allowed under Section 6.14(ix)), relating to or amending any terms or conditions
applicable to any of such Indebtedness which includes covenants or defaults not
substantially provided for in this Agreement or more favorable to the lender or
lenders thereunder than those provided for in this Agreement, then the Borrower
shall promptly so advise the Agent and the Lenders. Thereupon, if the Agent or
the Required Lenders shall request, upon notice to the Borrower, the Agent and
the Lenders shall enter into an amendment to this Agreement or an additional
agreement (as the Agent may request), providing for substantially the same
covenants and defaults as those provided for in such instrument or agreement to
the extent required and as may be selected by the Agent or the Required Lenders,
as the case may be. In addition to the foregoing, any covenants or defaults or
similar provisions (which include without limitation any provisions requiring
any mandatory prepayments or defeasance) contained the Agreement for Inventory
Purchases, the Convertible Debenture, the Senior Unsecured Notes or any
agreements or instruments executed in connection therewith not substantially
provided for in this Agreement or more favorable to the holders of the
obligations issued in connection therewith are hereby incorporated by reference
into this Agreement to the same extent as if set forth fully herein, and no
subsequent amendment, waiver, termination or modification thereof shall affect
any such covenants or defaults as incorporated herein.

                                   ARTICLE VII

                                    DEFAULTS
                                    --------

         The occurrence of any one or more of the following events shall
constitute a Default:

          7.1. Any representation or warranty made or deemed made by or on
behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent
under or in connection with this Agreement, any Borrowing, or any certificate or
information delivered in connection with this Agreement or any other Loan
Document shall be materially false on the date as of which made.



                                       34
   40


          7.2. Nonpayment of principal of any Loan when due within one Business
Day (or five Business Days if such payment is required solely because the
Aggregate Outstanding Credit Exposure exceeds the Borrowing Base as a result of
the Agent determining that inventory or accounts receivable of a type previously
included in the Borrowing Base are no longer eligible to be so included as a
result of the Agent exercising its reasonable credit judgment as described in
the definitions of Eligible Accounts Receivable and Eligible Inventory) after
the same becomes due, or nonpayment of interest upon any Loan or of any facility
fee or other obligations under any of the Loan Documents within five Business
Days after the same becomes due.

          7.3. The breach by the Borrower of any of the terms or provisions of
Section 6.2, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 or 6.19.

          7.4. The breach by the Borrower (other than a breach which constitutes
a Default under another Section of this Article VII) of any of the terms or
provisions of this Agreement which is not remedied within 15 days after written
notice from the Agent or any Lender.

          7.5. Failure of the Borrower or any of its Subsidiaries to pay when
due any Indebtedness or Rate Management Obligation aggregating in excess of
$5,000,000 ("Material Indebtedness"); or the default by the Borrower or any of
its Subsidiaries in the performance (beyond the applicable grace period with
respect thereto, if any) of any term, provision or condition contained in any
agreement under which any such Material Indebtedness was created or is governed,
or any other event shall occur or condition exist, the effect of which default
or event is to cause, or to permit the holder or holders of such Material
Indebtedness to cause, such Material Indebtedness to become due prior to its
stated maturity; or any Material Indebtedness of the Borrower or any of its
Subsidiaries shall be declared to be due and payable or required to be prepaid
or repurchased (other than by a regularly scheduled payment) prior to the stated
maturity thereof; or the Borrower or any of its Subsidiaries shall not pay, or
admit in writing its inability to pay, its debts generally as they become due.

          7.6. The Borrower or any of its Subsidiaries shall (i) have an order
for relief entered with respect to it under the Federal bankruptcy laws as now
or hereafter in effect, (ii) make an assignment for the benefit of creditors,
(iii) apply for, seek, consent to, or acquiesce in, the appointment of a
receiver, custodian, trustee, examiner, liquidator or similar official for it or
any Substantial Portion of its Property, (iv) institute any proceeding seeking
an order for relief under the Federal bankruptcy laws as now or hereafter in
effect or seeking to adjudicate it a bankrupt or insolvent, or seeking
dissolution, winding up, liquidation, reorganization, arrangement, adjustment or
composition of it or its debts under any law relating to bankruptcy, insolvency
or reorganization or relief of debtors or fail to file an answer or other
pleading denying the material allegations of any such proceeding filed against
it, (v) take any corporate or partnership action to authorize or effect any of
the foregoing actions set forth in this Section 7.6 or (vi) fail to contest in
good faith any appointment or proceeding described in Section 7.7.

          7.7. Without the application, approval or consent of the Borrower or
any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar
official shall be appointed for the Borrower or any of its Subsidiaries or any
Substantial Portion of its Property, or a proceeding described in Section
7.6(iv) shall be instituted against the Borrower or any of its Subsidiaries and
such appointment continues undischarged or such proceeding continues undismissed
or unstayed for a period of 30 consecutive days.

          7.8. Any court, government or governmental agency shall condemn, seize
or otherwise appropriate, or take custody or control of, all or any portion of
the Property of the Borrower and its Subsidiaries which, when taken together
with all other Property of the Borrower and its Subsidiaries so



                                       35
   41


condemned, seized, appropriated, or taken custody or control of, during the
twelve-month period ending with the month in which any such action occurs,
constitutes a Substantial Portion.

          7.9. The Borrower or any of its Subsidiaries shall fail within 30 days
to pay, bond or otherwise discharge one or more (i) judgments or orders for the
payment of money in excess of $5,000,000 (or the equivalent thereof in
currencies other than Dollars) in the aggregate, or (ii) nonmonetary judgments
or orders which, individually or in the aggregate, could reasonably be expected
to have a Material Adverse Effect, which judgment(s), in any such case, is/are
not stayed on appeal or otherwise being appropriately contested in good faith.

         7.10. The Unfunded Liabilities of all Single Employer Plans shall
exceed in the aggregate $5,000,000 or any Reportable Event shall occur in
connection with any Plan.

         7.11. The Borrower or any other member of the Controlled Group shall
have been notified by the sponsor of a Multiemployer Plan that it has incurred
withdrawal liability to such Multiemployer Plan in an amount which, when
aggregated with all other amounts required to be paid to Multiemployer Plans by
the Borrower or any other member of the Controlled Group as withdrawal liability
(determined as of the date of such notification), exceeds $5,000,000.

         7.12. The Borrower or any other member of the Controlled Group shall
have been notified by the sponsor of a Multiemployer Plan that such
Multiemployer Plan is in reorganization or is being terminated, within the
meaning of Title IV of ERISA, if as a result of such reorganization or
termination the aggregate annual contributions of the Borrower and the other
members of the Controlled Group (taken as a whole) to all Multiemployer Plans
which are then in reorganization or being terminated have been or will be
increased over the amounts contributed to such Multiemployer Plans for the
respective plan years of each such Multiemployer Plan immediately preceding the
plan year in which the reorganization or termination occurs by an amount
exceeding $5,000,000.

         7.13. The Borrower or any of its Subsidiaries shall (i) be the subject
of any proceeding or investigation pertaining to the release by the Borrower,
any of its Subsidiaries or any other Person of any toxic or hazardous waste or
substance into the environment, or (ii) violate any Environmental Law, which, in
the case of an event described in clause (i) or clause (ii), could reasonably be
expected to have a Material Adverse Effect.

         7.14.  Any Change in Control shall occur.

         7.15. The occurrence of any "default", as defined in any Loan Document
(other than this Agreement) or the breach of any of the terms or provisions of
any Loan Document (other than this Agreement), which default or breach continues
beyond any period of grace therein provided.

         7.16. Any Guaranty or Pledge Agreement, to the extent ever in
existence, shall fail to remain in full force or effect or any action shall be
taken to discontinue or to assert the invalidity or unenforceability of any
Guaranty or Pledge Agreement, or any Guarantor or Borrower shall fail to comply
with any of the terms or provisions of any Guaranty or Pledge Agreement to which
it is a party, or any Guarantor or Borrower shall deny that it has any further
liability under any Guaranty or Pledge Agreement to which it is a party, or
shall give notice to such effect.

         7.17. The representations and warranties set forth in Section 5.15
("Plan Assets; Prohibited Transactions") shall at any time not be true and
correct.



                                       36
   42


         7.18 Any termination of the Agreement for Inventory Purchases (or the
receipt by Borrower or the Agent of a notice of termination from IBM Credit
Corporation or any of its Affiliates relating to the Agreement for Inventory
Purchases that is not revoked within sixty days) or any material reduction in
the amount of the credit facility under the Agreement for Inventory Purchases,
provided, however, upon the receipt by Borrower or the Agent of a notice of
termination from IBM Credit Corporation relating to the Agreement for Inventory
Purchases, the Lenders' Commitments shall immediately terminate; provided,
further, that the occurrence of any of the foregoing will not be a Default or
terminate the Commitments if the ability of the Borrower and its Subsidiaries to
purchase or finance inventory previously purchased or financed under the
Agreement for Inventory Purchases is not materially diminished (such as by the
providing of trade credit by IBM Credit Corporation or any of its Affiliates or
other credit on terms comparable to the terms of the Agreement for Inventory
Purchases) as reasonably determined by the Agent.

                                  ARTICLE VIII

                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES
                 ----------------------------------------------

         8.1. ACCELERATION. (i) If any Default described in Section 7.6 or 7.7
occurs with respect to the Borrower, the obligations of the Lenders to make
Loans hereunder shall automatically terminate and the Obligations shall
immediately become due and payable without any election or action on the part of
the Agent or any Lender. If any other Default occurs, the Agent, with the
consent of or at the request of the Required Lenders may terminate or suspend
the obligations of the Lenders to make Loans hereunder or declare the
Obligations to be due and payable, or both, whereupon the Obligations shall
become immediately due and payable, without presentment, demand, protest or
notice of any kind, all of which the Borrower hereby expressly waives.
Notwithstanding any provision to the contrary, it is understood that, other than
with respect to a Default described in Section 7.6 of 7.7, (1) no Lender has the
right to individually terminate its obligations to make Loans hereunder (such
right of termination residing with the Agent as provided above), and (2) no
Lender has the right to declare its Loans due and payable prior to maturity
(such right to declare the Loans due and payable residing with the Agent as
provided above).

         (ii) If, within 30 days after acceleration of the maturity of the
Obligations or termination of the obligations of the Lenders to make Loans
hereunder as a result of any Default (other than any Default as described in
Section 7.6 or 7.7 with respect to the Borrower) and before any judgment or
decree for the payment of the Obligations due shall have been obtained or
entered, the Required Lenders (in their sole discretion) shall so direct, the
Agent shall, by notice to the Borrower, rescind and annul such acceleration
and/or termination.

         8.2. AMENDMENTS. Subject to the provisions of this Article VIII, the
Required Lenders (or the Agent with the consent in writing of the Required
Lenders) and the Borrower may enter into agreements supplemental hereto for the
purpose of adding or modifying any provisions to the Loan Documents or changing
in any manner the rights of the Lenders or the Borrower hereunder or waiving any
Default hereunder; provided, however, that no such supplemental agreement shall,
without the consent of all of the Lenders:

      (i)         Extend the final maturity of any Loan or forgive all or any
                  portion of the principal amount thereof, any accrued interest
                  or fees or reduce the Applicable Margin or the Applicable Fee
                  Rate or extend the time of payment of interest or fees
                  thereon.


                                       37
   43



      (ii)        Reduce the percentage specified in the definition of Required
                  Lenders.

      (iii)       Extend the Revolving Credit Termination Date, the Facility
                  Termination Date, or reduce the amount or extend the payment
                  date for, the mandatory payments required under Section 2.2
                  (including any mandatory payment required as a result of the
                  terms of Section 6.12(v)), or increase the amount of the
                  Aggregate Commitment, the Commitment of any Lender hereunder,
                  or permit the Borrower to assign its rights under this
                  Agreement.

      (iv)        Amend this Section 8.2.

No amendment of any provision of this Agreement relating to the Agent shall be
effective without the written consent of the Agent. The Agent may waive payment
of the fee required under Section 12.3.2 without obtaining the consent of any
other party to this Agreement. Notwithstanding anything herein to the contrary,
no Defaulting Lender shall be entitled to vote (whether to consent or to
withhold its consent) with respect to any amendment, modification, termination
or waiver and, for purposes of the determining the Required Lenders, the
Commitments and the Outstanding Credit Exposure of each Defaulting Lender shall
be disregarded and the Agent shall have the ability, but not the obligation, to
replace any Defaulting Lender with another lender or lenders.

         8.3. PRESERVATION OF RIGHTS. No delay or omission of the Lenders or the
Agent to exercise any right under the Loan Documents shall impair such right or
be construed to be a waiver of any Default or an acquiescence therein, and the
making of a Borrowing notwithstanding the existence of a Default or the
inability of the Borrower to satisfy the conditions precedent to such Borrowing
shall not constitute any waiver or acquiescence. Any single or partial exercise
of any such right shall not preclude other or further exercise thereof or the
exercise of any other right, and no waiver, amendment or other variation of the
terms, conditions or provisions of the Loan Documents whatsoever shall be valid
unless in writing signed by the Lenders required pursuant to Section 8.2, and
then only to the extent in such writing specifically set forth. All remedies
contained in the Loan Documents or by law afforded shall be cumulative and all
shall be available to the Agent and the Lenders until the Obligations have been
paid in full.

                                   ARTICLE IX

                               GENERAL PROVISIONS
                               ------------------

         9.1. SURVIVAL OF REPRESENTATIONS. All representations and warranties of
the Borrower contained in this Agreement, as updated from time to time in
accordance with Section 8.2, shall survive the making of the Borrowings herein
contemplated.

         9.2. GOVERNMENTAL REGULATION. Anything contained in this Agreement to
the contrary notwithstanding, no Lender shall be obligated to extend credit to
the Borrower in violation of any limitation or prohibition provided by any
applicable statute or regulation.

         9.3. HEADINGS. Section headings in the Loan Documents are for
convenience of reference only, and shall not govern the interpretation of any of
the provisions of the Loan Documents.



                                       38
   44


         9.4. ENTIRE AGREEMENT. The Loan Documents embody the entire agreement
and understanding among the Borrower, the Agent and the Lenders and supersede
all prior agreements and understandings among the Borrower, the Agent and the
Lenders relating to the subject matter thereof other than the fee letter
described in Section 10.13.

         9.5. SEVERAL OBLIGATIONS; BENEFITS OF THIS AGREEMENT. The respective
obligations of the Lenders hereunder are several and not joint and no Lender
shall be the partner or agent of any other (except to the extent to which the
Agent is authorized to act as such). The failure of any Lender to perform any of
its obligations hereunder shall not relieve any other Lender from any of its
obligations hereunder. This Agreement shall not be construed so as to confer any
right or benefit upon any Person other than the parties to this Agreement and
their respective successors and assigns, provided, however, that the parties
hereto expressly agree that the Arranger shall enjoy the benefits of the
provisions of Sections 9.6, 9.10 and 10.11 to the extent specifically set forth
therein and shall have the right to enforce such provisions on its own behalf
and in its own name to the same extent as if it were a party to this Agreement.

         9.6. EXPENSES; INDEMNIFICATION. (i) The Borrower shall reimburse the
Agent and the Arranger for any costs, internal charges and out-of-pocket
expenses (including reasonable attorneys' fees and time charges of attorneys for
the Agent, which attorneys may be employees of the Agent) paid or incurred by
the Agent or the Arranger in connection with the preparation, negotiation,
execution, delivery, syndication, distribution (including, without limitation,
via the internet), review, amendment, modification, and administration of the
Loan Documents. The Borrower also agrees to reimburse the Agent, the Arranger
and the Lenders for any costs, internal charges and out-of-pocket expenses
(including reasonable attorneys' fees and time charges of attorneys for the
Agent, the Arranger and the Lenders, which attorneys may be employees of the
Agent, the Arranger or the Lenders) paid or incurred by the Agent, the Arranger
or any Lender in connection with the collection and enforcement of the Loan
Documents. Expenses being reimbursed by the Borrower under this Section include,
without limitation, costs and expenses incurred in connection with the Reports
described in the following sentence. The Borrower acknowledges that from time to
time Bank One may prepare and may distribute to the Lenders (but shall have no
obligation or duty to prepare or to distribute to the Lenders) certain audit
reports (the "Reports") pertaining to the Borrower's assets for internal use by
Bank One from information furnished to it by or on behalf of the Borrower, after
Bank One has exercised its rights of inspection pursuant to this Agreement.

         (ii) The Borrower hereby further agrees to indemnify the Agent, the
Arranger and each Lender, their respective affiliates, and each of their
directors, officers and employees against all losses, claims, damages,
penalties, judgments, liabilities and expenses (including, without limitation,
all expenses of litigation or preparation therefor whether or not the Agent, the
Arranger or any Lender or any affiliate is a party thereto) which any of them
may pay or incur arising out of or relating to this Agreement, the other Loan
Documents, the transactions contemplated hereby or the direct or indirect
application or proposed application of the proceeds of any Borrowing hereunder
except to the extent that they are determined in a final non-appealable judgment
by a court of competent jurisdiction to have resulted from the gross negligence
or willful misconduct of the party seeking indemnification. The obligations of
the Borrower under this Section 9.6 shall survive the termination of this
Agreement.

         9.7. NUMBERS OF DOCUMENTS. All statements, notices, closing documents,
and requests hereunder shall be furnished to the Agent with sufficient
counterparts so that the Agent may furnish one to each of the Lenders.



                                       39
   45


         9.8. ACCOUNTING. (i) Except as otherwise expressly provided herein, all
accounting terms used herein shall be interpreted, and all financial statements
and certificates and reports as to financial matters required to be delivered to
the Lenders hereunder shall (unless otherwise disclosed to the Lenders in
writing at the time of delivery thereof in the manner described in subsection
(ii) below) be prepared, in accordance with Agreement Accounting Principles
(subject, in the case of financial statements which are not fiscal year end
statements, to the absence of footnotes and year-end audit adjustments);
PROVIDED that, if the Borrower notifies the Agent that it wishes to amend any
covenant in Article VI to eliminate the effect of any change in Agreement
Accounting Principles (or if the Agent notifies the Borrower that the Agent or
the Required Lenders wish to amend Article VI for such purpose), then the
Borrower's compliance with such covenants shall be determined on the basis of
Agreement Accounting Principles in effect immediately before the relevant change
in Agreement Accounting Principles became effective until either such notice is
withdrawn or such covenant or any such defined term is amended in a manner
satisfactory to the Borrower and the Required Lenders. Notwithstanding anything
herein, in any financial statements of the Borrower or in Agreement Accounting
Principles to the contrary, for purposes of calculating and determining
compliance with the financial covenants in Article VI and determining the
Applicable Margin, including defined terms used therein, any Acquisition made by
the Borrower or any of its Subsidiaries, including through mergers or
consolidations and including any related financing transactions, during the
period for which such financial covenants and the Applicable Margin were
calculated shall be deemed to have occurred on the first day of the relevant
period for which such financial covenants and the Applicable Margin were
calculated on a pro forma basis acceptable to the Agent.

                   (ii) The Borrower shall deliver to the Lenders at the same
time as the delivery of any financial statement under Section 6.1(i) or (ii):
(x) a description in reasonable detail of any material variation between the
application or other modification of accounting principles employed in the
preparation of such statement and the application or other modification of
accounting principles employed in the preparation of the immediately prior
annual or quarterly financial statements as to which no objection has been made
in accordance with the last sentence of subsection (i) above and (y) reasonable
estimates of the difference between such statements arising as a consequence
thereof.

         9.9. SEVERABILITY OF PROVISIONS. Any provision in any Loan Document
that is held to be inoperative, unenforceable, or invalid in any jurisdiction
shall, as to that jurisdiction, be inoperative, unenforceable, or invalid
without affecting the remaining provisions in that jurisdiction or the
operation, enforceability, or validity of that provision in any other
jurisdiction, and to this end the provisions of all Loan Documents are declared
to be severable.

         9.10. NONLIABILITY OF LENDERS. The relationship between the Borrower on
the one hand and the Lenders and the Agent on the other hand shall be solely
that of borrower and lender. Neither the Agent, the Arranger nor any Lender
shall have any fiduciary responsibilities to the Borrower. Neither the Agent,
the Arranger nor any Lender undertakes any responsibility to the Borrower to
review or inform the Borrower of any matter in connection with any phase of the
Borrower's business or operations. The Borrower agrees that neither the Agent,
the Arranger nor any Lender shall have liability to the Borrower (whether
sounding in tort, contract or otherwise) for losses suffered by the Borrower in
connection with, arising out of, or in any way related to, the transactions
contemplated and the relationship established by the Loan Documents, or any act,
omission or event occurring in connection therewith, unless it is determined in
a final non-appealable judgment by a court of competent jurisdiction that such
losses resulted from the gross negligence or willful misconduct of the party
from which recovery is sought. Neither the Agent, the Arranger nor any Lender
shall have any liability with respect to, and the Borrower hereby waives,
releases and agrees not to sue for, any special, indirect, consequential or
punitive damages suffered by the Borrower in connection with, arising out of, or
in any way related to the Loan Documents or the transactions contemplated
thereby.


                                       40
   46



         9.11. CONFIDENTIALITY. Each Lender agrees to hold any confidential
information which it may receive from the Borrower pursuant to this Agreement in
confidence, except for disclosure (i) to its Affiliates and to other Lenders and
their respective Affiliates, (ii) to legal counsel, accountants, and other
professional advisors to such Lender or to a Transferee, (iii) to regulatory
officials, (iv) to any Person as requested pursuant to or as required by law,
regulation, or legal process, (v) to any Person in connection with any legal
proceeding to which such Lender is a party, (vi) to such Lender's direct or
indirect contractual counterparties in swap agreements or to legal counsel,
accountants and other professional advisors to such counterparties, and (vii)
permitted by Section 12.4.

         9.12. NONRELIANCE. Each Lender hereby represents that it is not relying
on or looking to any Margin Stock for the repayment of the Borrowings provided
for herein.

         9.13. DISCLOSURE. The Borrower and each Lender hereby acknowledge and
agree that Bank One and/or its Affiliates from time to time may hold investments
in, make other loans to or have other relationships with the Borrower and its
Affiliates.

                                    ARTICLE X

                                    THE AGENT
                                    ---------

         10.1. APPOINTMENT; NATURE OF RELATIONSHIP. Bank One, Michigan is hereby
appointed by each of the Lenders as its contractual representative (herein
referred to as the "Agent") hereunder and under each other Loan Document, and
each of the Lenders irrevocably authorizes the Agent to act as the contractual
representative of such Lender with the rights and duties expressly set forth
herein and in the other Loan Documents. The Agent agrees to act as such
contractual representative upon the express conditions contained in this Article
X. Notwithstanding the use of the defined term "Agent," it is expressly
understood and agreed that the Agent shall not have any fiduciary
responsibilities to any Lender by reason of this Agreement or any other Loan
Document and that the Agent is merely acting as the contractual representative
of the Lenders with only those duties as are expressly set forth in this
Agreement and the other Loan Documents. In its capacity as the Lenders'
contractual representative, the Agent (i) does not hereby assume any fiduciary
duties to any of the Lenders, (ii) is a "representative" of the Lenders within
the meaning of the Uniform Commercial Code and (iii) is acting as an independent
contractor, the rights and duties of which are limited to those expressly set
forth in this Agreement and the other Loan Documents. Each of the Lenders hereby
agrees to assert no claim against the Agent on any agency theory or any other
theory of liability for breach of fiduciary duty, all of which claims each
Lender hereby waives.

         10.2. POWERS. The Agent shall have and may exercise such powers under
the Loan Documents as are specifically delegated to the Agent by the terms of
each thereof, together with such powers as are reasonably incidental thereto.
The Agent shall have no implied duties to the Lenders, or any obligation to the
Lenders to take any action thereunder except any action specifically provided by
the Loan Documents to be taken by the Agent.

         10.3. GENERAL IMMUNITY. Neither the Agent nor any of its directors,
officers, agents or employees shall be liable to the Borrower, the Lenders or
any Lender for any action taken or omitted to be taken by it or them hereunder
or under any other Loan Document or in connection herewith or



                                       41
   47


therewith except to the extent such action or inaction is determined in a final
non-appealable judgment by a court of competent jurisdiction to have arisen from
the gross negligence or willful misconduct of such Person.

         10.4. NO RESPONSIBILITY FOR LOANS, RECITALS, ETC. Neither the Agent nor
any of its directors, officers, agents or employees shall be responsible for or
have any duty to ascertain, inquire into, or verify (a) any statement, warranty
or representation made in connection with any Loan Document or any borrowing
hereunder; (b) the performance or observance of any of the covenants or
agreements of any obligor under any Loan Document, including, without
limitation, any agreement by an obligor to furnish information directly to each
Lender; (c) the satisfaction of any condition specified in Article IV, except
receipt of items required to be delivered solely to the Agent; (d) the existence
or possible existence of any Default or Unmatured Default; (e) the validity,
enforceability, effectiveness, sufficiency or genuineness of any Loan Document
or any other instrument or writing furnished in connection therewith; (f) the
value, sufficiency, creation, perfection or priority of any Lien in any
collateral security; or (g) the financial condition of the Borrower or any
guarantor of any of the Obligations or of any of the Borrower's or any such
guarantor's respective Subsidiaries. The Agent shall have no duty to disclose to
the Lenders information that is not required to be furnished by the Borrower to
the Agent at such time, but is voluntarily furnished by the Borrower to the
Agent (either in its capacity as Agent or in its individual capacity).

         10.5. ACTION ON INSTRUCTIONS OF LENDERS. The Agent shall in all cases
be fully protected in acting, or in refraining from acting, hereunder and under
any other Loan Document in accordance with written instructions signed by the
Required Lenders, and such instructions and any action taken or failure to act
pursuant thereto shall be binding on all of the Lenders. The Lenders hereby
acknowledge that the Agent shall be under no duty to take any discretionary
action permitted to be taken by it pursuant to the provisions of this Agreement
or any other Loan Document unless it shall be requested in writing to do so by
the Required Lenders. The Agent shall be fully justified in failing or refusing
to take any action hereunder and under any other Loan Document unless it shall
first be indemnified to its satisfaction by the Lenders pro rata against any and
all liability, cost and expense that it may incur by reason of taking or
continuing to take any such action.

         10.6. EMPLOYMENT OF AGENTS AND COUNSEL. The Agent may execute any of
its duties as Agent hereunder and under any other Loan Document by or through
employees, agents, and attorneys-in-fact and shall not be answerable to the
Lenders, except as to money or securities received by it or its authorized
agents, for the default or misconduct of any such agents or attorneys-in-fact
selected by it with reasonable care. The Agent shall be entitled to advice of
counsel concerning the contractual arrangement between the Agent and the Lenders
and all matters pertaining to the Agent's duties hereunder and under any other
Loan Document.

         10.7. RELIANCE ON DOCUMENTS; COUNSEL. The Agent shall be entitled to
rely upon any Note, notice, consent, certificate, affidavit, letter, telegram,
statement, paper or document believed by it to be genuine and correct and to
have been signed or sent by the proper person or persons, and, in respect to
legal matters, upon the opinion of counsel selected by the Agent, which counsel
may be employees of the Agent.

         10.8. AGENT'S REIMBURSEMENT AND INDEMNIFICATION. The Lenders agree to
reimburse and indemnify the Agent ratably in proportion to their respective
Commitments (or, if the Commitments have been terminated, in proportion to their
Commitments immediately prior to such termination) (i) for any amounts not
reimbursed by the Borrower for which the Agent is entitled to reimbursement by
the Borrower under the Loan Documents, (ii) for any other expenses incurred by
the Agent on behalf of the



                                       42
   48


Lenders, in connection with the preparation, execution, delivery, administration
and enforcement of the Loan Documents (including, without limitation, for any
expenses incurred by the Agent in connection with any dispute between the Agent
and any Lender or between two or more of the Lenders) and (iii) for any
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind and nature whatsoever which may be
imposed on, incurred by or asserted against the Agent in any way relating to or
arising out of the Loan Documents or any other document delivered in connection
therewith or the transactions contemplated thereby (including, without
limitation, for any such amounts incurred by or asserted against the Agent in
connection with any dispute between the Agent and any Lender or between two or
more of the Lenders), or the enforcement of any of the terms of the Loan
Documents or of any such other documents, provided that (i) no Lender shall be
liable for any of the foregoing to the extent any of the foregoing is found in a
final non-appealable judgment by a court of competent jurisdiction to have
resulted from the gross negligence or willful misconduct of the Agent and (ii)
any indemnification required pursuant to Section 3.5(vii) shall, notwithstanding
the provisions of this Section 10.8, be paid by the relevant Lender in
accordance with the provisions thereof. The obligations of the Lenders under
this Section 10.8 shall survive payment of the Obligations and termination of
this Agreement.

         10.9. NOTICE OF DEFAULT. The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Unmatured Default
hereunder unless the Agent has received written notice from a Lender or the
Borrower referring to this Agreement describing such Default or Unmatured
Default and stating that such notice is a "notice of default". In the event that
the Agent receives such a notice, the Agent shall give prompt notice thereof to
the Lenders.

         10.10. RIGHTS AS A LENDER. In the event the Agent is a Lender, the
Agent shall have the same rights and powers hereunder and under any other Loan
Document with respect to its Commitment and its Loans as any Lender and may
exercise the same as though it were not the Agent, and the term "Lender" or
"Lenders" shall, at any time when the Agent is a Lender, unless the context
otherwise indicates, include the Agent in its individual capacity. The Agent and
its Affiliates may accept deposits from, lend money to, and generally engage in
any kind of trust, debt, equity or other transaction, in addition to those
contemplated by this Agreement or any other Loan Document, with the Borrower or
any of its Subsidiaries in which the Borrower or such Subsidiary is not
restricted hereby from engaging with any other Person. The Agent, in its
individual capacity, is not obligated to remain a Lender.

         10.11. LENDER CREDIT DECISION. Each Lender acknowledges that it has,
independently and without reliance upon the Agent, the Arranger or any other
Lender and based on the financial statements prepared by the Borrower and such
other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement and the other Loan
Documents. Each Lender also acknowledges that it will, independently and without
reliance upon the Agent, the Arranger or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under this
Agreement and the other Loan Documents.

         10.12. SUCCESSOR AGENT. The Agent may resign at any time by giving
written notice thereof to the Lenders and the Borrower, such resignation to be
effective upon the appointment of a successor Agent or, if no successor Agent
has been appointed, forty-five days after the retiring Agent gives notice of its
intention to resign. The Agent may be removed at any time with or without cause
by written notice received by the Agent from the Required Lenders, such removal
to be effective on the date specified by the Required Lenders. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint, on
behalf of the Borrower and the Lenders, a successor Agent, with the consent of
the Borrower, which consent shall not be unreasonably withheld or delayed and
shall not be required if any




                                       43
   49


Default has occurred and is continuing. If no successor Agent shall have been so
appointed by the Required Lenders within thirty days after the resigning Agent's
giving notice of its intention to resign, then the resigning Agent may appoint,
on behalf of the Borrower and the Lenders, a successor Agent. Notwithstanding
the previous sentence, the Agent may at any time without the consent of the
Borrower or any Lender, appoint any of its Affiliates which is a commercial bank
as a successor Agent hereunder. If the Agent has resigned or been removed and no
successor Agent has been appointed, the Lenders may perform all the duties of
the Agent hereunder and the Borrower shall make all payments in respect of the
Obligations to the applicable Lender and for all other purposes shall deal
directly with the Lenders. No successor Agent shall be deemed to be appointed
hereunder until such successor Agent has accepted the appointment. Any such
successor Agent shall be a commercial bank having capital and retained earnings
of at least $100,000,000. Upon the acceptance of any appointment as Agent
hereunder by a successor Agent, such successor Agent shall thereupon succeed to
and become vested with all the rights, powers, privileges and duties of the
resigning or removed Agent. Upon the effectiveness of the resignation or removal
of the Agent, the resigning or removed Agent shall be discharged from its duties
and obligations hereunder and under the Loan Documents. After the effectiveness
of the resignation or removal of an Agent, the provisions of this Article X
shall continue in effect for the benefit of such Agent in respect of any actions
taken or omitted to be taken by it while it was acting as the Agent hereunder
and under the other Loan Documents. In the event that there is a successor to
the Agent by merger, or the Agent assigns its duties and obligations to an
Affiliate pursuant to this Section 10.12, then the term "Prime Rate" as used in
this Agreement shall mean the prime rate, base rate or other analogous rate of
the new Agent.

         10.13. AGENT AND ARRANGER FEES. The Borrower agrees to pay to the Agent
and the Arranger, for their respective accounts, the fees agreed to by the
Borrower, the Agent and the Arranger from time to time.

         10.14. DELEGATION TO AFFILIATES. The Borrower and the Lenders agree
that the Agent may delegate any of its duties under this Agreement to any of its
Affiliates. Any such Affiliate (and such Affiliate's directors, officers, agents
and employees) which performs duties in connection with this Agreement shall be
entitled to the same benefits of the indemnification, waiver and other
protective provisions to which the Agent is entitled under Articles IX and X.

         10.15. CO-AGENTS, DOCUMENTATION AGENT, SYNDICATION AGENT, ETC. No
Lender identified in this Agreement as a "co-agent", "managing agent",
"documentation agent" or "syndication agent" shall have any right, power,
obligation, liability, responsibility or duty under this Agreement other than
those applicable to all Lenders as such. Without limiting the foregoing, none of
such Lenders shall have or be deemed to have a fiduciary relationship with any
Lender. Each Lender hereby makes the same acknowledgments with respect to such
Lenders as it makes with respect to the Agent in Section 10.11.

                                   ARTICLE XI

                            SETOFF; RATABLE PAYMENTS
                            ------------------------

         11.1. SETOFF. In addition to, and without limitation of, any rights of
the Lenders under applicable law, if the Borrower becomes insolvent, however
evidenced, or any Default occurs, any and all deposits (including all account
balances, whether provisional or final and whether or not collected or
available) and any other Indebtedness at any time held or owing by any Lender or
any Affiliate of any


                                       44
   50


Lender to or for the credit or account of the Borrower may be offset and applied
toward the payment of the Obligations owing to such Lender, whether or not the
Obligations, or any part thereof, shall then be due.

         11.2. RATABLE PAYMENTS. If any Lender, whether by setoff or otherwise,
has payment made to it upon its Outstanding Credit Exposure (other than payments
received pursuant to Section 3.1, 3.2, 3.4 or 3.5) in a greater proportion than
that received by any other Lender, such Lender agrees, promptly upon demand, to
purchase a portion of the Aggregate Outstanding Credit Exposure held by the
other Lenders so that after such purchase each Lender will hold its Pro Rata
Share of the Aggregate Outstanding Credit Exposure. If any Lender, whether in
connection with setoff or amounts which might be subject to setoff or otherwise,
receives collateral or other protection for its Obligations or such amounts
which may be subject to setoff, such Lender agrees, promptly upon demand, to
take such action necessary such that all Lenders share in the benefits of such
collateral ratably in proportion to their respective Pro Rata Shares of the
Aggregate Outstanding Credit Exposure. In case any such payment is disturbed by
legal process, or otherwise, appropriate further adjustments shall be made.

                                   ARTICLE XII

                BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS
                -------------------------------------------------

         12.1. SUCCESSORS AND ASSIGNS. The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrower and the
Lenders and their respective successors and assigns, except that (i) no Borrower
shall have the right to assign its rights or obligations under the Loan
Documents and (ii) any assignment by any Lender must be made in compliance with
Section 12.3. The parties to this Agreement acknowledge that clause (ii) of this
Section 12.1 relates only to absolute assignments and does not prohibit
assignments creating security interests, including, without limitation, (x) any
pledge or assignment by any Lender of all or any portion of its rights under
this Agreement and any Note to a Federal Reserve Bank or (y) in the case of a
Lender which is a fund, any pledge or assignment of all or any portion of its
rights under this Agreement and any Note to its trustee in support of its
obligations to its trustee; provided, however, that no such pledge or assignment
creating a security interest shall release the transferor Lender from its
obligations hereunder unless and until the parties thereto have complied with
the provisions of Section 12.3. The Agent may treat the Person which made any
Loan or which holds any Note as the owner thereof for all purposes hereof unless
and until such Person complies with Section 12.3; provided, however, that the
Agent may in its discretion (but shall not be required to) follow instructions
from the Person which made any Loan or which holds any Note to direct payments
relating to such Loan or Note to another Person. Any assignee of the rights to
any Loan or any Note agrees by acceptance of such assignment to be bound by all
the terms and provisions of the Loan Documents. Any request, authority or
consent of any Person, who at the time of making such request or giving such
authority or consent is the owner of the rights to any Loan (whether or not a
Note has been issued in evidence thereof), shall be conclusive and binding on
any subsequent holder or assignee of the rights to such Loan.

         12.2.    PARTICIPATIONS.

                  12.2.1. PERMITTED PARTICIPANTS; EFFECT. Any Lender may, in the
         ordinary course of its business and in accordance with applicable law,
         at any time sell to one or more banks or other



                                       45
   51


         entities ("Participants") participating interests in any Outstanding
         Credit Exposure of such Lender, any Note held by such Lender, any
         Commitment of such Lender or any other interest of such Lender under
         the Loan Documents. In the event of any such sale by a Lender of
         participating interests to a Participant, such Lender's obligations
         under the Loan Documents shall remain unchanged, such Lender shall
         remain solely responsible to the other parties hereto for the
         performance of such obligations, such Lender shall remain the owner of
         its Outstanding Credit Exposure and the holder of any Note issued to it
         in evidence thereof for all purposes under the Loan Documents, all
         amounts payable by the Borrower under this Agreement shall be
         determined as if such Lender had not sold such participating interests,
         and the Borrower and the Agent shall continue to deal solely and
         directly with such Lender in connection with such Lender's rights and
         obligations under the Loan Documents.

                  12.2.2. VOTING RIGHTS. Each Lender shall retain the sole right
         to approve, without the consent of any Participant, any amendment,
         modification or waiver of any provision of the Loan Documents other
         than any amendment, modification or waiver with respect to any
         Borrowing or Commitment in which such Participant has an interest which
         would require consent of all of the Lenders pursuant to the terms of
         Section 8.2 or of any other Loan Document.

                  12.2.3. BENEFIT OF SETOFF. The Borrower agrees that each
         Participant shall be deemed to have the right of setoff provided in
         Section 11.1 in respect of its participating interest in amounts owing
         under the Loan Documents to the same extent as if the amount of its
         participating interest were owing directly to it as a Lender under the
         Loan Documents, provided that each Lender shall retain the right of
         setoff provided in Section 11.1 with respect to the amount of
         participating interests sold to each Participant. The Lenders agree to
         share with each Participant, and each Participant, by exercising the
         right of setoff provided in Section 11.1, agrees to share with each
         Lender, any amount received pursuant to the exercise of its right of
         setoff, such amounts to be shared in accordance with Section 11.2 as if
         each Participant were a Lender.

         12.3. ASSIGNMENTS.

                  12.3.1. PERMITTED ASSIGNMENTS. Any Lender may, in the ordinary
         course of its business and in accordance with applicable law, at any
         time assign to one or more banks or other entities ("Purchasers") all
         or any part of its rights and obligations under the Loan Documents.
         Such assignment shall be substantially in the form of Exhibit C or in
         such other form as may be agreed to by the parties thereto. The consent
         of the Borrower and the Agent shall be required prior to an assignment
         becoming effective with respect to a Purchaser which is not a Lender or
         an Affiliate thereof; provided, however, that if a Default has occurred
         and is continuing, the consent of the Borrower shall not be required.
         Such consent shall not be unreasonably withheld or delayed. Each such
         assignment with respect to a Purchaser which is not a Lender or an
         Affiliate thereof shall (unless each of the Borrower and the Agent
         otherwise consents) be in an amount not less than the lesser of (i)
         $5,000,000 or (ii) the remaining amount of the assigning Lender's
         Commitment (calculated as at the date of such assignment) or
         outstanding Loans (if the applicable Commitment has been terminated).
         Additionally, each such assignment by a Lender with respect to a
         Purchaser which is not an Affiliate of such Lender shall (unless each
         of the Borrower and the Agent otherwise consents) be made
         simultaneously with an assignment to such Purchaser by such Lender of a
         pro rata amount of the rights and obligations of such Lender and its
         Affiliates under the Five-Year Credit Agreement.

                  12.3.2. EFFECT; EFFECTIVE DATE. Upon (i) delivery to the Agent
         of an assignment, together with any consents required by Section
         12.3.1, and (ii) payment of a $3,500 fee to the Agent for



                                       46
   52


         processing such assignment (unless such fee is waived by the Agent),
         such assignment shall become effective on the effective date specified
         in such assignment. The assignment shall contain a representation by
         the Purchaser to the effect that none of the consideration used to make
         the purchase of the Commitment and Outstanding Credit Exposure under
         the applicable assignment agreement constitutes "plan assets" as
         defined under ERISA and that the rights and interests of the Purchaser
         in and under the Loan Documents will not be "plan assets" under ERISA.
         On and after the effective date of such assignment, such Purchaser
         shall for all purposes be a Lender party to this Agreement and any
         other Loan Document executed by or on behalf of the Lenders and shall
         have all the rights and obligations of a Lender under the Loan
         Documents, to the same extent as if it were an original party hereto,
         and no further consent or action by the Borrower, the Lenders or the
         Agent shall be required to release the transferor Lender with respect
         to the percentage of the Aggregate Commitment and Outstanding Credit
         Exposure assigned to such Purchaser. Upon the consummation of any
         assignment to a Purchaser pursuant to this Section 12.3.2, the
         transferor Lender, the Agent and the Borrower shall, if the transferor
         Lender or the Purchaser desires that its Loans be evidenced by Notes,
         make appropriate arrangements so that new Notes or, as appropriate,
         replacement Notes are issued to such transferor Lender and new Notes
         or, as appropriate, replacement Notes, are issued to such Purchaser, in
         each case in principal amounts reflecting their respective Commitments,
         as adjusted pursuant to such assignment.

         12.4. DISSEMINATION OF INFORMATION. The Borrower authorizes each Lender
to disclose to any Participant or Purchaser or any other Person acquiring an
interest in the Loan Documents by operation of law (each a "Transferee") and any
prospective Transferee any and all information in such Lender's possession
concerning the creditworthiness of the Borrower and its Subsidiaries, including
without limitation any information contained in any Reports; provided that each
Transferee and prospective Transferee agrees to be bound by Section 9.11 of this
Agreement.

         12.5. TAX TREATMENT. If any interest in any Loan Document is
transferred to any Transferee which is organized under the laws of any
jurisdiction other than the United States or any State thereof, the transferor
Lender shall cause such Transferee, concurrently with the effectiveness of such
transfer, to comply with the provisions of Section 3.5(iv).

                                  ARTICLE XIII

                                     NOTICES
                                     -------

         13.1. NOTICES. Except as otherwise permitted by Section 2.14 with
respect to borrowing notices, all notices, requests and other communications to
any party hereunder shall be in writing (including electronic transmission,
facsimile transmission or similar writing) and shall be given to such party: (x)
in the case of the Borrower or the Agent, at its address or facsimile number set
forth on the signature pages hereof, (y) in the case of any Lender, at its
address or facsimile number set forth in its administrative questionnaire or (z)
in the case of any party, at such other address or facsimile number as such
party may hereafter specify for the purpose by notice to the Agent and the
Borrower in accordance with the provisions of this Section 13.1. Each such
notice, request or other communication shall be effective (i) if given by
facsimile transmission, when transmitted to the facsimile number specified in
this Section and confirmation of receipt is received, (ii) if given by mail, 72
hours after such communication is deposited in the mails with first class
postage prepaid, addressed as aforesaid, or (iii) if



                                       47
   53


given by any other means, when delivered (or, in the case of electronic
transmission, received) at the address specified in this Section; provided that
notices to the Agent under Article II shall not be effective until received.

         13.2. CHANGE OF ADDRESS. The Borrower, the Agent and any Lender may
each change the address for service of notice upon it by a notice in writing to
the other parties hereto.



                                   ARTICLE XIV

                                  COUNTERPARTS
                                  ------------

         This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one agreement, and any of the parties
hereto may execute this Agreement by signing any such counterpart. This
Agreement shall be effective when it has been executed by the Borrower, the
Agent and the Lenders and each party has notified the Agent by facsimile
transmission or telephone that it has taken such action.

                                   ARTICLE XV

          CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
          ------------------------------------------------------------

         15.1. CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A
CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS OF THE STATE OF MICHIGAN.

         15.2. CONSENT TO JURISDICTION. THE BORROWER HEREBY IRREVOCABLY SUBMITS
TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR MICHIGAN STATE
COURT SITTING IN DETROIT, MICHIGAN IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY IRREVOCABLY AGREES THAT
ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER
HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A
COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT
THE RIGHT OF THE AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER
IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE BORROWER
AGAINST THE AGENT OR ANY LENDER OR ANY AFFILIATE OF THE AGENT OR ANY LENDER
INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED
TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN
DETROIT, MICHIGAN.



                                       48
   54


         15.3. WAIVER OF JURY TRIAL. THE BORROWER, THE AGENT AND EACH LENDER
HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY
WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE
RELATIONSHIP ESTABLISHED THEREUNDER.










                                       49
   55


         IN WITNESS WHEREOF, the Borrower, the Lenders and the Agent have
executed this Agreement as of the date first above written.

                                PIONEER-STANDARD ELECTRONICS, INC.


                                By: /s/ James L. Bayman
                                   -----------------------------------------
                                    James L. Bayman

                                Title:  Chairman and Chief Executive Officer
                                      --------------------------------------
                                         6065 Parkland Blvd.
                                         Cleveland, Ohio  44124

                                Attention:  Steven M. Billick, chief financial
                                            officer
                                     Telephone:   (440)  720-8680
                                     FAX:         (440)  720-8677





                                       50
   56


Commitments
- -----------

         $13,333,331                    BANK ONE, MICHIGAN,
                                        as Administrative Agent and as a Lender

                                        By:  /s/ Paul R. DeMelo
                                           -------------------------------------
                                           Paul R. DeMelo

                                        Title:  Managing Director
                                              ----------------------------------
                                                 611 Woodward Avenue
                                                 Detroit, Michigan 48226

                                        Attention:  Krista Flynn
                                              Telephone:   (313)  225-2487
                                              FAX:         (313)  226-0085


                                       51
   57


Commitments
- -----------

         $12,000,000                    KEYBANK NATIONAL ASSOCIATION,
                                        as Syndication Agent and as a Lender

                                        By:  /s/ Brendan Lawlor
                                           -------------------------------------
                                           Brendan Lawlor

                                        Title:  Vice President
                                              ----------------------------------
                                                    127 Public Square
                                                    Cleveland, OH  44114

                                        Attention: Brendan Lawlor
                                              Telephone:  (216) 689-5642
                                              FAX:        (216) 689-4981


                                       52
   58


Commitments
- -----------

         $10,666,667                    ABN AMRO BANK N.V.,
                                        as Documentation Agent and as a Lender

By:  /s/ Authorized Signatory           By: /s/ N. Smith
   -----------------------------           -------------------------------------
Title: Vice President                   Title: Assistant Vice President
      --------------------------              ----------------------------------
                                                    208 S. LaSalle, Suite 1500
                                                    Chicago, IL 60604

                                        Attention: Credit Administration
                                              Telephone:   (312)  992-5110
                                              FAX:         (312)  992-5111



                                       53
   59


Commitments
- -----------

         $9,333,333                     FIRSTAR BANK, NA
                                        as Managing Agent and as Lender

                                        By:  /s/ W. Gregory Schild
                                           -------------------------------------
                                        Title:   Vice President
                                               ---------------------------------
                                                  1350 Euclid Avenue, Suite 800
                                                  Cleveland, OH  44115

                                        Attention:  John D. Barrett
                                              Telephone:   (216) 623-9221
                                              FAX:         (216) 623-9208



                                       54
   60


Commitments
- -----------

         $6,666,667                     BANK OF TOKYO-MITSUBISHI, LTD.,
                                        as a Co-Agent and as a Lender

                                        By:  /s/  Hisashi Miyashiro
                                            ------------------------------------
                                            Hisashi Miyashiro

                                        Title:  Deputy General Manager
                                              ----------------------------------
                                                    227 W. Monroe St.
                                                    Suite 2300
                                                    Chicago, IL 60606

                                        Attention: Thomas Denio
                                              Telephone:   (312)  696-4665
                                              FAX:         (312)  696-4535



                                       55
   61


Commitments
- -----------

         $6,666,667                     THE CHASE MANHATTAN BANK,
                                        as a Co-Agent and as a Lender

                                        By:  /s/ Henry W. Centa
                                            ------------------------------------
                                        Title:  Vice President
                                              ----------------------------------
                                                    250 West Huron Road
                                                    Cleveland, OH  44113

                                        Attention: Henry W. Centa
                                              Telephone:   (216)  479-2534
                                              FAX:         (216)  479-2732



                                       56
   62

Commitments
- -----------

         $6,666,667                     COMERICA BANK,
                                        as a Co-Agent and as a Lender

                                        By:  /s/ Jeffrey J. Judge
                                           -------------------------------------
                                        Title:   Vice President
                                               ---------------------------------
                                                    500 Woodward Avenue
                                                    MC 3268
                                                    Detroit, Michigan 48226

                                        Attention: Jeffrey J. Judge
                                              Telephone:   (313)  222-3801
                                              FAX:         (313)  222-9514


                                       57
   63


Commitments
- -----------

         $6,666,667                     HARRIS TRUST AND SAVINGS BANK,
                                        as a Co-Agent and as a Lender

                                        By: /s/ Michael J. Johnson
                                           -------------------------------------
                                            Michael J. Johnson

                                        Title:  Vice President
                                               ---------------------------------
                                                    111 West Monroe Street
                                                    Chicago, IL 60603

                                        Attention: Michael J. Johnson
                                              Telephone:   (312)  461-5457
                                              FAX:         (312)  461-5225


                                       58
   64


Commitments
- -----------

         $6,666,667                     MELLON BANK, N.A.,
                                        as a Co-Agent and as a Lender

                                        By: /s/ Mark F. Johnston
                                           -------------------------------------

                                        Title:  Vice President
                                              ----------------------------------
                                                    Three Mellon Bank Center
                                                    Room 1203
                                                    Pittsburgh, PA  15259

                                        Attention: Mark F. Johnston
                                              Telephone:   (412)  326-2793
                                              FAX:         (412)  326-1914



                                       59
   65


Commitments
- -----------

         $6,666,667                     NATIONAL CITY BANK ,
                                        as a Co-Agent and as a Lender

                                        By:  /s/ Anthony J. DiMare
                                            ------------------------------------

                                        Title:    S.V.P.
                                              ----------------------------------
                                              1900 East Ninth Street - Loc. 2083
                                              Cleveland, OH  44114

                                        Attention:  Anthony J. DiMare
                                             Telephone:   (216)  575-3344
                                             FAX:         (216)  575-9396


                                       60
   66


Commitments
- -----------

         $4,000,000                     FIFTH THIRD BANK, NORTHEASTERN OHIO


                                        By: /s/ R. C. Lanctot
                                           -------------------------------------

                                        Title: Vice President
                                              ----------------------------------
                                                 1404 East 9th Street
                                                 Cleveland, OH  44114

                                        Attention: Roy C. Lanctot
                                              Telephone:    (216)  274-5473
                                              FAX:          (216)  274-5510



                                       61
   67


COMMITMENTS
- -----------

         $4,000,000                     FIRSTMERIT BANK, N.A.


                                        By: /s/ Edward Yannayon
                                            ------------------------------------

                                        Title:  Vice President
                                               ---------------------------------
                                                  106 S. Main Street
                                                  Akron, Ohio 44308

                                        Attention: Ed Yannayon
                                              Telephone:    (330)  996-6044
                                              FAX:          (330)  996-6272



                                       62
   68


Commitments

         $4,000,000                   THE FUJI BANK, LIMITED


                                      By:  /s/ Peter L. Chinnici
                                         -------------------------------------
                                         Peter L. Chinnici

                                      Title: Senior Vice President & Group Head
                                            -----------------------------------


                                       63
   69


Commitments
- -----------

         $2,666,667            BW CAPITAL MARKETS, INC.


                               By:  /s/ Philip G. Waldrop  /s/ Thomas A. Lowe
                                   ---------------------------------------------
                                   Philip G. Waldrop           Thomas A. Lowe

                               Title:  Vice President        Vice President
                                     -------------------------------------------
                                           630 Fifth Avenue
                                           Rockefeller Center
                                           Suite 1919
                                           New York, NY 1011

                               Attention: Thomas A. Lowe
                                    Telephone:   (212)  218-1804
                                    FAX:         (212)  218-1816



DETROIT 7-3403 547855
                                       64
   70


                                PRICING SCHEDULE



============================ ============== ================== ================== ================= ================
     APPLICABLE MARGIN          LEVEL I         LEVEL II          LEVEL III           LEVEL IV         LEVEL V
                                STATUS           STATUS             STATUS             STATUS           STATUS

- ---------------------------- -------------- ------------------ ------------------ ----------------- ----------------
                                                                                          
Eurodollar Rate and Letter       0.85%            1.05%              1.25%              1.55%            1.85%
of Credit Applicable Margin
- ---------------------------- -------------- ------------------ ------------------ ----------------- ----------------
 Floating Rate Applicable         0.0%             0.0%               0.0%             0.125%            0.50%
          Margin
============================ ============== ================== ================== ================= ================
  Facility Fee Applicable        0.15%            0.20%              0.25%             0.325%            0.40%
          Margin
============================ ============== ================== ================== ================= ================



         Notwithstanding the above table or anything herein to the contrary, (a)
if at any time the Borrower has no Moody's Rating or no S&P Rating, Level V
Status shall exist and (b) if the Borrower's Moody's Rating and S&P Rating are
split by more than one level, the Status shall be determined based on the rating
one level below the higher rating.

         For the purposes of this Schedule, the following terms have the
following meanings, subject to the final paragraph of this Schedule:

         "Level I Status" exists at any date if, on such date, the Borrower's
Moody's Rating is Baa2 or better or the Borrower's S&P Rating is BBB or better.

         "Level II Status" exists at any date if, on such date, (i) the Borrower
has not qualified for Level I Status and (ii) the Borrower's Moody's Rating is
Baa3 or better or the Borrower's S&P Rating is BBB- or better.

         "Level III Status" exists at any date if, on such date, (i) the
Borrower has not qualified for Level I Status or Level II Status and (ii) the
Borrower's Moody's Rating is Ba1 or better or the Borrower's S&P Rating is BB+
or better.

         "Level IV Status" exists at any date if, on such date, (i) the Borrower
has not qualified for Level I Status, Level II Status or Level II Status and
(ii) the Borrower's Moody's Rating is Ba2 or better or the Borrower's S&P Rating
is BB or better.

         "Level V Status" exists at any date if, on such date, the Borrower has
not qualified for Level I Status, Level II Status, Level III or Level IV Status.

         "Moody's Rating" means, at any time, the rating issued by Moody's and
then in effect with respect to the Borrower's senior unsecured long-term debt
securities without third-party credit enhancement.

         "S&P Rating" means, at any time, the rating issued by S&P and then in
effect with respect to the Borrower's senior unsecured long-term debt securities
without third-party credit enhancement.



                                       65
   71


         "Status" means either Level I Status, Level II Status, Level III
Status, Level IV or Level V Status.

         The Applicable Margin and Applicable Fee Rate shall be determined in
accordance with the foregoing table based on the Borrower's Status as determined
from its then-current Moody's and S&P Ratings. The credit rating in effect on
any date for the purposes of this Schedule is that in effect at the close of
business on such date.



                                       66
   72


                                    EXHIBIT A

                                 FORM OF OPINION

                  [To be replaced by opinion issued at closing]




The Agent and the Lenders who are
     parties to the 364-Day Credit Agreement
described below.

Gentlemen/Ladies:


         We are counsel for Pioneer-Standard Electronics, Inc. (the "Borrower"),
and have represented the Borrower in connection with its execution and delivery
of a 364-Day Credit Agreement dated as of September 15, 2000 (the "Agreement")
among the Borrower, the Lenders named therein, and Bank One, Michigan, as Agent,
and providing for Borrowings in an aggregate principal amount not exceeding
$275,000,000 at any one time outstanding. All capitalized terms used in this
opinion and not otherwise defined herein shall have the meanings attributed to
them in the Agreement.

         We have examined the Borrower's **[describe constitutive documents of
Borrower and appropriate evidence of authority to enter into the transaction]**,
the Loan Documents and such other matters of fact and law which we deem
necessary in order to render this opinion. Based upon the foregoing, it is our
opinion that:

         l. Each of the Borrower and its Subsidiaries is a corporation,
partnership or limited liability company duly and properly incorporated or
organized, as the case may be, validly existing and (to the extent such concept
applies to such entity) in good standing under the laws of its jurisdiction of
incorporation or organization and has all requisite authority to conduct its
business in each jurisdiction in which its business is conducted.

         2. The execution and delivery by the Borrower of the Loan Documents to
which it is a party and the performance by the Borrower of its obligations
thereunder have been duly authorized by proper corporate proceedings on the part
of the Borrower and will not:

                  (a) require any consent of the Borrower's shareholders or
         members (other than any such consent as has already been given and
         remains in full force and effect);

                  (b) violate (i) any law, rule, regulation, order, writ,
         judgment, injunction, decree or award binding on the Borrower or any of
         its Subsidiaries or (ii) the Borrower's or any Subsidiary's articles or
         certificate of incorporation, partnership agreement, certificate of
         partnership, articles or certificate of organization, by-laws, or
         operating or other management agreement, as the case may be, or (iii)
         the provisions of any indenture, instrument or agreement to which the
         Borrower or any of its Subsidiaries is a party or is subject, or by
         which it, or its Property, is bound, or conflict with or constitute a
         default thereunder; or


   73


                  (c) result in, or require, the creation or imposition of any
         Lien in, of or on the Property of the Borrower or a Subsidiary pursuant
         to the terms of any indenture, instrument or agreement binding upon the
         Borrower or any of its Subsidiaries.

         3. The Loan Documents to which the Borrower is a party have been duly
executed and delivered by the Borrower and constitute legal, valid and binding
obligations of the Borrower enforceable against the Borrower in accordance with
their terms except to the extent the enforcement thereof may be limited by
bankruptcy, insolvency or similar laws affecting the enforcement of creditors'
rights generally and subject also to the availability of equitable remedies if
equitable remedies are sought.

         4. There is no litigation, arbitration, governmental investigation,
proceeding or inquiry pending or, to the best of our knowledge after due
inquiry, threatened against the Borrower or any of its Subsidiaries which, if
adversely determined, could reasonably be expected to have a Material Adverse
Effect.

         5. No order, consent, adjudication, approval, license, authorization,
or validation of, or filing, recording or registration with, or exemption by, or
other action in respect of any governmental or public body or authority, or any
subdivision thereof, which has not been obtained by the Borrower or any of its
Subsidiaries, is required to be obtained by the Borrower or any of its
Subsidiaries in connection with the execution and delivery of the Loan
Documents, the borrowings under the Agreement, the payment and performance by
the Borrower of the Obligations, or the legality, validity, binding effect or
enforceability of any of the Loan Documents.

         This opinion may be relied upon by the Agent the Lenders and their
participants, assignees and other transferees.




                                         Very truly yours,


   74


                                    EXHIBIT B

                             COMPLIANCE CERTIFICATE

To:      The Lenders parties to the
         364-Day Credit Agreement Described Below

         This Compliance Certificate is furnished pursuant to that certain
364-Day Credit Agreement dated as of September 15, 2000 (as amended, modified,
renewed or extended from time to time, the "Agreement") among Pioneer-Standard
Electronics, Inc. (the "Borrower") and lenders party thereto and Bank One,
Michigan, as Agent for the Lenders. Unless otherwise defined herein, capitalized
terms used in this Compliance Certificate have the meanings ascribed thereto in
the Agreement.

         THE UNDERSIGNED HEREBY CERTIFIES THAT:

         1.  I am the duly elected                       of the Borrower;
                                   ---------------------

         2. I have reviewed the terms of the Agreement and I have made, or have
caused to be made under my supervision, a detailed review of the transactions
and conditions of the Borrower and its Subsidiaries during the accounting period
covered by the attached financial statements;

         3. The examinations described in paragraph 2 did not disclose, and I
have no knowledge of, the existence of any condition or event which constitutes
a Default or Unmatured Default during or at the end of the accounting period
covered by the attached financial statements or as of the date of this
Certificate, except as set forth below; and

         4. Schedule I attached hereto sets forth financial data and
computations evidencing the Borrower's compliance with certain covenants of the
Agreement, all of which data and computations are true, complete and correct.

         Described below are the exceptions, if any, to paragraph 3 by listing,
in detail, the nature of the condition or event, the period during which it has
existed and the action which the Borrower has taken, is taking, or proposes to
take with respect to each such condition or event:


         -----------------------------------------------------------------------

         -----------------------------------------------------------------------

         -----------------------------------------------------------------------

         -----------------------------------------------------------------------


         The foregoing certifications, together with the computations set forth
in Schedule I hereto and the financial statements delivered with this
Certificate in support hereof, are made and delivered this ___ day of ________,
___.



                                       69
   75


                      SCHEDULE I TO COMPLIANCE CERTIFICATE

                      Compliance as of _________, ____ with
                              Provisions of and of
                                  the Agreement







                                       70
   76


                                    EXHIBIT C

                              ASSIGNMENT AGREEMENT

         This Assignment Agreement (this "Assignment Agreement") between
___________________________ (the "Assignor") and ___________________________
(the "Assignee") is dated as of _____________, ______. The parties hereto agree
as follows:

         1. PRELIMINARY STATEMENT. The Assignor is a party to a 364-Day Credit
Agreement (which, as it may be amended, modified, renewed or extended from time
to time is herein called the "Credit Agreement") described in Item 1 of Schedule
1 attached hereto ("Schedule 1"). Capitalized terms used herein and not
otherwise defined herein shall have the meanings attributed to them in the
Credit Agreement.

         2. ASSIGNMENT AND ASSUMPTION. The Assignor hereby sells and assigns to
the Assignee, and the Assignee hereby purchases and assumes from the Assignor,
an interest in and to the Assignor's rights and obligations under the Credit
Agreement and the other Loan Documents, such that after giving effect to such
assignment the Assignee shall have purchased pursuant to this Assignment
Agreement the percentage interest specified in Item 3 of Schedule 1 of all
outstanding rights and obligations under the Credit Agreement and the other Loan
Documents relating to the facilities listed in Item 3 of Schedule 1. The
aggregate Commitment (or Outstanding Credit Exposure, if the applicable
Commitment has been terminated) purchased by the Assignee hereunder is set forth
in Item 4 of Schedule 1.

         3. EFFECTIVE DATE. The effective date of this Assignment Agreement (the
"Effective Date") shall be the later of the date specified in Item 5 of Schedule
1 or two Business Days (or such shorter period agreed to by the Agent) after
this Assignment Agreement, together with any consents required under the Credit
Agreement, are delivered to the Agent. In no event will the Effective Date occur
if the payments required to be made by the Assignee to the Assignor on the
Effective Date are not made on the proposed Effective Date.

         4. PAYMENT OBLIGATIONS. In consideration for the sale and assignment of
Outstanding Credit Exposure hereunder, the Assignee shall pay the Assignor, on
the Effective Date, the amount agreed to by the Assignor and the Assignee. On
and after the Effective Date, the Assignee shall be entitled to receive from the
Agent all payments of principal, interest and fees with respect to the interest
assigned hereby. The Assignee will promptly remit to the Assignor any interest
on Loans and fees received from the Agent which relate to the portion of the
Commitment or Outstanding Credit Exposure assigned to the Assignee hereunder for
periods prior to the Effective Date and not previously paid by the Assignee to
the Assignor. In the event that either party hereto receives any payment to
which the other party hereto is entitled under this Assignment Agreement, then
the party receiving such amount shall promptly remit it to the other party
hereto.

         5. RECORDATION FEE. The Assignor and Assignee each agree to pay
one-half of the recordation fee required to be paid to the Agent in connection
with this Assignment Agreement unless otherwise specified in Item 6 of Schedule
1.

         6. REPRESENTATIONS OF THE ASSIGNOR; LIMITATIONS ON THE ASSIGNOR'S
LIABILITY. The Assignor represents and warrants that (i) it is the legal and
beneficial owner of the interest being assigned by it hereunder, (ii) such
interest is free and clear of any adverse claim created by the Assignor and
(iii) the execution and delivery of this Assignment Agreement by the Assignor is
duly


                                       71
   77


authorized. It is understood and agreed that the assignment and assumption
hereunder are made without recourse to the Assignor and that the Assignor makes
no other representation or warranty of any kind to the Assignee. Neither the
Assignor nor any of its officers, directors, employees, agents or attorneys
shall be responsible for (i) the due execution, legality, validity,
enforceability, genuineness, sufficiency or collectability of any Loan Document,
including without limitation, documents granting the Assignor and the other
Lenders a security interest in assets of the Borrower or any guarantor, (ii) any
representation, warranty or statement made in or in connection with any of the
Loan Documents, (iii) the financial condition or creditworthiness of the
Borrower or any guarantor, (iv) the performance of or compliance with any of the
terms or provisions of any of the Loan Documents, (v) inspecting any of the
property, books or records of the Borrower, (vi) the validity, enforceability,
perfection, priority, condition, value or sufficiency of any collateral securing
or purporting to secure the Loans or (vii) any mistake, error of judgment, or
action taken or omitted to be taken in connection with the Loans or the Loan
Documents.

         7. REPRESENTATIONS AND UNDERTAKINGS OF THE ASSIGNEE. The Assignee (i)
confirms that it has received a copy of the Credit Agreement, together with
copies of the financial statements requested by the Assignee and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment Agreement, (ii) agrees that
it will, independently and without reliance upon the Agent, the Assignor or any
other Lender and based on such documents and information at it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Loan Documents, (iii) appoints and authorizes the
Agent to take such action as agent on its behalf and to exercise such powers
under the Loan Documents as are delegated to the Agent by the terms thereof,
together with such powers as are reasonably incidental thereto, (iv) confirms
that the execution and delivery of this Assignment Agreement by the Assignee is
duly authorized, (v) agrees that it will perform in accordance with their terms
all of the obligations which by the terms of the Loan Documents are required to
be performed by it as a Lender, (vi) agrees that its payment instructions and
notice instructions are as set forth in the attachment to Schedule 1, (vii)
confirms that none of the funds, monies, assets or other consideration being
used to make the purchase and assumption hereunder are "plan assets" as defined
under ERISA and that its rights, benefits and interests in and under the Loan
Documents will not be "plan assets" under ERISA, (viii) agrees to indemnify and
hold the Assignor harmless against all losses, costs and expenses (including,
without limitation, reasonable attorneys' fees) and liabilities incurred by the
Assignor in connection with or arising in any manner from the Assignee's
non-performance of the obligations assumed under this Assignment Agreement, and
(ix) if applicable, attaches the forms prescribed by the Internal Revenue
Service of the United States certifying that the Assignee is entitled to receive
payments under the Loan Documents without deduction or withholding of any United
States federal income taxes.

         8. GOVERNING LAW. This Assignment Agreement shall be governed by the
internal law, and not the law of conflicts, of the State of Michigan.

         9. NOTICES. Notices shall be given under this Assignment Agreement in
the manner set forth in the Credit Agreement. For the purpose hereof, the
addresses of the parties hereto (until notice of a change is delivered) shall be
the address set forth in the attachment to Schedule 1.

         10. COUNTERPARTS; DELIVERY BY FACSIMILE. This Assignment Agreement may
be executed in counterparts. Transmission by facsimile of an executed
counterpart of this Assignment Agreement shall be deemed to constitute due and
sufficient delivery of such counterpart and such facsimile shall be deemed to be
an original counterpart of this Assignment Agreement.



                                       72
   78


         IN WITNESS WHEREOF, the duly authorized officers of the parties hereto
have executed this Assignment Agreement by executing Schedule 1 hereto as of the
date first above written.







                                       73
   79


                                   SCHEDULE 1
                             to Assignment Agreement

1.       Description and Date of Credit Agreement:

2.       Date of Assignment Agreement:  ________, ______

3.       Amounts (As of Date of Item 2 above):



                                                     Facility          Facility         Facility          Facility
                                                         1*                 2*              3*                4*
                                                     --------          ---------        ---------          -------
                                                                                             
         a.       Assignee's percentage
                  of each Facility purchased
                  under the Assignment
                  Agreement**                                %                  %               %               %
                                                     --------           --------        ---------        --------

         b.       Amount of
                  each Facility
                  purchased
                  under the Assignment
                  Agreement***                       $                  $               $                $
                                                      --------           -------         -------



4.       Assignee's Commitment (or
         Outstanding Credit Exposure
         with respect to terminated
         Commitments) purchased
         hereunder:                                $
                                                    ------------
5.       Proposed Effective Date:
                                                ----------------------
6.       Non-standard Recordation Fee

         Arrangement                                     N/A***
                                                [Assignor/Assignee
                                                 to pay 100% of fee]
                                                [Fee waived by Agent]
Accepted and Agreed:

[NAME OF ASSIGNOR]                              [NAME OF ASSIGNEE]

By:                                             By:
    -------------------------------                ----------------------------
Title:                                          Title:
       ----------------------------                   -------------------------



                                       74
   80


ACCEPTED AND CONSENTED TO**** BY                ACCEPTED AND CONSENTED TO BY
[NAME OF BORROWER]                              [NAME OF AGENT]

By:                                             By:
    -------------------------------                -----------------------------
Title:                                          Title:
       ----------------------------                   --------------------------


* Insert specific facility names per Credit Agreement
** Percentage taken to 10 decimal places
*** If fee is split 50-50, pick N/A as option
**** Delete if not required by Credit Agreement


                                       75
   81


                Attachment to SCHEDULE 1 to ASSIGNMENT AGREEMENT

                        ADMINISTRATIVE INFORMATION SHEET
                        --------------------------------

         Attach Assignor's Administrative Information Sheet, which must
           include notice addresses for the Assignor and the Assignee
                            (Sample form shown below)

                              ASSIGNOR INFORMATION
                              --------------------

CONTACT:
- -------

Name:                                      Telephone No.:
     --------------------------                          -----------------------
Fax No.:                                   Telex No.:
         ----------------------                      ---------------------------
                                           Answerback:
                                                       -------------------------

PAYMENT INFORMATION:
- --------------------

Name & ABA # of Destination Bank:
                                   ---------------------------------------------

                                   ---------------------------------------------

Account Name & Number for Wire Transfer:
                                        ----------------------------------------

                                          --------------------------------------

Other Instructions:
                   -------------------------------------------------------------

- --------------------------------------------------------------------------------

ADDRESS FOR NOTICES FOR ASSIGNOR:
- --------------------------------  ----------------------------------------------

                                  ----------------------------------------------

                                  ----------------------------------------------



                              ASSIGNEE INFORMATION
                              --------------------

CREDIT CONTACT:
- --------------

Name:                                        Telephone No.:
     -------------------------------                       ---------------------
Fax No.:                                     Telex No.:
         ---------------------------                   -------------------------
                                             Answerback:
                                                         -----------------------

KEY OPERATIONS CONTACTS:
- -----------------------

Booking Installation:                        Booking Installation:
                     ---------------                              --------------
Name:                                        Name:
     -------------------------------              -----------------------------
Telephone No.:                               Telephone No.:
              ----------------------                       ---------------------
Fax No.:                                     Fax No.:
         ---------------------------                  --------------------------
Telex No.:                                   Telex No.:
           -------------------------                   -------------------------
Answerback:                                  Answerback:
           -------------------------                    ------------------------




                                       76
   82

PAYMENT INFORMATION:
- --------------------

Name & ABA # of Destination Bank:
                                  ----------------------------------------------

                                  ----------------------------------------------

Account Name & Number for Wire Transfer:
                                         ---------------------------------------

                                         ---------------------------------------

Other Instructions:
                   -------------------------------------------------------------

- --------------------------------------------------------------------------------

ADDRESS FOR NOTICES FOR ASSIGNEE:
- --------------------------------  ----------------------------------------------

                                  ----------------------------------------------

                                  ----------------------------------------------



                                       77
   83


         BANK ONE INFORMATION
         --------------------

         Assignee will be called promptly upon receipt of the signed agreement.

INITIAL FUNDING CONTACT:                      SUBSEQUENT OPERATIONS CONTACT:
- -----------------------                       -----------------------------

Name:                                         Name:
          --------------------------               -----------------------------
Telephone No.:  (313)                         Telephone No.:  (313)
               ---------------------                        --------------------
Fax No.:  (313)                               Fax No.: (313)
         ---------------------------                   -------------------------
                                              Bank One Telex No.:
                                                                 ---------------

INITIAL FUNDING STANDARDS:
- -------------------------

Libor - Fund 2 days after rates are set.

BANK ONE WIRE INSTRUCTIONS:   Bank One, Michigan, ABA #
- --------------------------                              -------------
                                    LS2 Incoming Account #
                                                          ----------------------
                                    Ref:
                                        ----------------
ADDRESS FOR NOTICES FOR BANK ONE:   611 Woodward, Detroit, MI  60670
- --------------------------------
                                    Attn:
                                          ----------------------
                                    Fax No. (313)              or (313)
                                                  ------------          --------


                                       78
   84


                                    EXHIBIT D
                 LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION

To Bank One, Michigan,
 as Agent (the "Agent") under the 364-Day Credit Agreement
 Described Below.

Re:      364-Day Credit Agreement, dated September 15, 2000 (as the same may be
         amended or modified, the "Credit Agreement"), among Pioneer-Standard
         Electronics, Inc.(the "Borrower"), the Lenders party thereto and the
         Agent. Capitalized terms used herein and not otherwise defined herein
         shall have the meanings assigned thereto in the Credit Agreement.

         The Agent is specifically authorized and directed to act upon the
following standing money transfer instructions with respect to the proceeds of
Advances or other extensions of credit from time to time until receipt by the
Agent of a specific written revocation of such instructions by the Borrower,
provided, however, that the Agent may otherwise transfer funds as hereafter
directed in writing by the Borrower in accordance with Section 13.1 of the
Credit Agreement or based on any telephonic notice made in accordance with
Section 2.15 of the Credit Agreement.

Facility Identification Number(s)
                                 -----------------------------------------------
Customer/Account Name
                     -----------------------------------------------------------
Transfer Funds To
                 ---------------------------------------------------------------

                 ---------------------------------------------------------------

For Account No.
               -----------------------------------------------------------------
Reference/Attention To
                      ----------------------------------------------------------
Authorized Officer (Customer Representative)      Date
                                                       -------------------------

- ------------------------------------              ------------------------------
(Please Print)                                    Signature

Bank Officer Name                                 Date
                                                      --------------------------

- ------------------------------------              ------------------------------
(Please Print)                                    Signature


   (Deliver Completed Form to Credit Support Staff For Immediate Processing)



                                       79
   85


                                    EXHIBIT E
                                      NOTE

                                                               [Date]


         _______________________, a ___________________ (the "Borrower"),
promises to pay to the order of ____________________________________ (the
"Lender") the aggregate unpaid principal amount of all Loans made by the Lender
to the Borrower pursuant to Article II of the Agreement (as hereinafter
defined), in immediately available funds at the main office of Bank One,
Michigan in Detroit, Michigan, as Agent, together with interest on the unpaid
principal amount hereof at the rates and on the dates set forth in the
Agreement. Unless earlier payment is required under the Agreement, the Borrower
shall pay the principal of and accrued and unpaid interest on the Loans in full
on the Facility Termination Date.

         The Lender shall, and is hereby authorized to, record on the schedule
attached hereto, or to otherwise record in accordance with its usual practice,
the date and amount of each Loan and the date and amount of each principal
payment hereunder.

         This Note is one of the Notes issued pursuant to, and is entitled to
the benefits of, the 364-Day Credit Agreement dated as of September 15, 2000
(which, as it may be amended or modified and in effect from time to time, is
herein called the "Agreement"), among the Borrower, the lenders party thereto
and Bank One, Michigan, as Agent, to which Agreement reference is hereby made
for a statement of the terms and conditions governing this Note, including the
terms and conditions under which this Note may be prepaid or its maturity date
accelerated. This Note is guaranteed pursuant to the Guaranty, all as more
specifically described in the Agreement, and reference is made thereto for a
statement of the terms and provisions thereof. Capitalized terms used herein and
not otherwise defined herein are used with the meanings attributed to them in
the Agreement.

                                       ------------------------------------
                                       By:
                                          ---------------------------------
                                       Print Name:
                                                  -------------------------
                                       Title:
                                             ------------------------------


                                       80
   86

                   SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL
                                       TO
                              NOTE OF ____________,

                                DATED _________,



                             Principal                 Maturity                    Principal
                             Amount of                of Interest                   Amount               Unpaid
         Date                  Loan                     Period                       Paid                Balance
- ----------------------------------------------------------------------------------------------------------------
                                                                                              








                                       81
   87


                                   SCHEDULE 1

                       SUBSIDIARIES AND OTHER INVESTMENTS
                           (See Sections 5.8 and 6.13)



    Investment              Jurisdiction of                 Owned                 Amount of              Percent
        In                   Organization                    By                  Investment             Ownership
- ---------------------------------------------------------------------------------------------------------------------
                                                                                             














   88


                                   SCHEDULE 2

                             INDEBTEDNESS AND LIENS
                       (See Sections 5.14, 6.10 and 6.14)




                                                                                                    Maturity
    Indebtedness                Indebtedness                        Property                       and Amount
     Incurred By                   Owed To                     Encumbered (If Any)               of Indebtedness
- ----------------------------------------------------------------------------------------------------------------
                                                                                          

EX-27

 


<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION OF THE CONDENSED
CONSOLIDATED BALANCE SHEET AND INCOME STATEMENT AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

<MULTIPLIER> 1,000

                             
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          MAR-31-2001
<PERIOD-END>                               SEP-30-2000
<CASH>                                          40,081
<SECURITIES>                                         0
<RECEIVABLES>                                  437,424
<ALLOWANCES>                                     4,945
<INVENTORY>                                    436,849
<CURRENT-ASSETS>                               921,232
<PP&E>                                         200,909
<DEPRECIATION>                                  97,546
<TOTAL-ASSETS>                               1,259,603
<CURRENT-LIABILITIES>                          312,291
<BONDS>                                              0
<PREFERRED-MANDATORY>                          143,750
<PREFERRED>                                          0
<COMMON>                                         9,388
<OTHER-SE>                                     342,422
<TOTAL-LIABILITY-AND-EQUITY>                 1,259,603
<SALES>                                      1,389,931
<TOTAL-REVENUES>                             1,389,931
<CGS>                                        1,177,694
<TOTAL-COSTS>                                1,333,639
<OTHER-EXPENSES>                                 (471)
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              15,933
<INCOME-PRETAX>                                 40,830
<INCOME-TAX>                                    15,940
<INCOME-CONTINUING>                             21,936
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                  (470)
<CHANGES>                                            0
<NET-INCOME>                                    21,466
<EPS-BASIC>                                        .80
<EPS-DILUTED>                                      .67