Frank Carsten – ‘SC 13D’ on 5/23/97 re: CHS Electronics Inc – EX-1

As of:  Friday, 5/23/97   ·   Accession #:  950170-97-672   ·   File #:  5-48117

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              6     16K 
 2: EX-1        Underwriting Agreement                                 3     13K 

EX-1   —   Underwriting Agreement

EX-1
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                                                                     EXHIBIT 1
                                                                  SCHEDULE 8.5

 December 19, 1996

Mr. Carsten Frank                                                               
c/o Dr. H. Busching                                                             
Rechtsanwalte Dr. Gebler pp.                                                    
Postfach 5560                                                                   
30055 Hannover                                                                  
Germany                                                                         

Re:      CHS Electronics, Inc. ("CHS")                        

Dear Frank:                                                                     

    As you know, CHS intends to acquire all of the outstanding capital
stock in Frank & Walter Computer GmbH ("F&W"), pursuant to a Stock Exchange     
Agreement (the "Agreement"), dated as of the date hereof, by and between CHS and
you ("Frank"). The undersigned ("Shareholders") are the prlncipal shareholders  
of CHS, and will receive substantial benefits from the acquisition of F&W by CHS
(the "Acquisition").                                                            

     In order to induce Frank to consummate the Acquisition, each of the
Shareholders hereby agrees that, effective as of the Closing (as defined in the 
Agreement), and so long as Frank is the record and beneficial owner of at least 
five percent (5%) of the outstanding shares of the Common Stock of CHS:         

        1. The Shareholders shall vote their shares of the Common Stock of CHS
in favor of your election as a director of CHS, at the first shareholders       
meeting held in 1997 (which shall be on or before July 31, 1997), and thereafter
at any other shareholders meeting or meetings held to elect directors (and in   
any written consent executed in lieu of such a meeting). Notwithstanding the    
foregoing, Shareholders shall not have any obligation to vote their shares to   
elect you as a director of CHS if you are the subject of, or meet, any of the   
disqualification conditions set forth in 17 C.F.R. ss. 230.262(b)(1)-(5) (or any
successor regulation witH substantially similar requirements).                  

2. If the Shareholders propose to request CHS to register (a  
"Registration") any of their shares of CHS Common Stock (the "Comtrad Shares")  
under the Securities Act of 1933 (the "l933 Act"), the Shareholders shall also  
request that certain of your shares of CHS Common Stock (the "Frank Shares") be 
registered under the 1933 Act at the same time and on the same terms, as        
provided herein. The Shareholders shall not permit CHS to register any of the   
Comtrad Shares unless Frank at the same time has certain of the Frank Shares    
registered as provided herein or has elected not to have Frank Shares registered
pursuant to Section 2(a) below. Any demand by a pledgee of                      

EX-1
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Mr. Carsten Frank                                                               
December 19, 1996                                                               
Page 2                                                                          

       the Shareholders to register Comtrad Shares shall be deemed a request
by the Shareholders for purposes of this Agreement.                             

            (a) The Shareholders shall provide Frank advance written
notice ("Registration Notice") with a copy to Frank's counsel (Dieter A.        
Schmitz, Baker & McKenzie, 130 East Randolph Drive, Suite 3500, Chicago, IL     
60601, telefax: 312/861-2899) of any proposed Registration of the Comtrad       
Shares, which notice shall state the number of Comtrad Shares to be registered  
and the other terms of the offering. Frank shall have a period of 20 days after 
receipt of Comtrad's Registration Notice to elect to participate in the         
Registration. Such election shall be exercised by written notice to the         
Shareholders ("Election Notice"), which notice shall: (i) specify the number of 
Frank Shares which Frank elects to register, and (ii) be delivered to the       
Shareholders within such 20 day period. Frank's failure to deliver such notice  
shall be deemed an election to not participate in the Registration.             

           (b) The parties shall have a period of 7 days after the
Shareholders' receipt of Frank's Election Notice to agree on the number of      
shares to be registered by each party. If the parties fail to agree, then: (i)  
the Shareholders shall have the right to register the number of shares shown in 
the Registration Notice; and (ii) Frank shall have the right to register a      
portion of the Frank Shares then owned by Frank equal to: (1) the number of     
Comtrad Shares to be registered in the Registration, divided by (2) the         
aggregate number of Comtrad Shares then owned by the Shareholders.              

                 (c) If the number of shares determined pursuant to subsection
(b) above must be reduced, because of market conditions, decision of the        
underwriter, or any other reason, such reduction shall be applied to the parties
on a pro-rata basis, based on the number of shares each party originally        
proposed to include in the Registration.                                        

            (d) Nothing contained herein shall require either of the
parties hereto to register or sell any of their CHS Common Stock at any time. It
shall be a condition precedent to the obligations of the Shareholders to take   
any action pursuant to this Agreement with respect to the Frank Shares that     
Frank shall furnish to CHS such information regarding himself, the Frank Shares 
and the intended method of disposition of such securities as shall be required  
to effect the registration of such securities.                                  

                 (e) Frank shall not any right to obtain or seek an injunction
restraining or otherwise delaying any registration by CHS as the result of any  
controversy that might arise with respect to the interpretation or              
implementation of this Agreement; provided, however, that the provisions of this
subsection (e) shall not prohibit Frank from (i) obtaining an injunction        
ordering the Shareholders to cause CHS to register the Frank Shares as provided 
herein, (ii) obtaining an injunction prohibiting the Shareholders from          
registering Comtrad Shares until they have complied with their obligations      
hereunder, or (iii) obtaining money damages against Shareholders arising from a 
default by Shareholders hereunder.                                              

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Mr. Carsten Frank                                                               
December 19, 1996                                                               
Page 3                                                                          

    3. Notwithstanding anything to the contrary contained in Section 2
above, Frank shall have no right to request or seek registration of any Frank   
Shares which are subject to resale restrictions under Section 9.5.2 of the      
Agreement.                                                                      

         4. Frank's rights under this Agreement may not be assigned. This letter
shall (i) be governed and construed in accordance with the laws of Florida; and 
(ii) be binding and effective for all purposes when a signed copy has been      
transmitted to you by telecopier.                                               

                       Very truly yours,

                   COMTRAD, INC.

         By:
                                            --------------------------------
            Title:
                                               -----------------------------

                            COMTRAD HOLDINGS, INC.

         By:
                                            --------------------------------
            Title:
                                               -----------------------------

ACCEPTED AND AGREED:                                                            
--------------------                                                            

------------------------                                                        
Carsten Frank                                                                   

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
		7/31/97		1					DEF 14A
Filed on:		5/23/97
		12/19/96		1		3
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