EXHIBIT 10(N)
NationsBank
NationsBank of Texas, N.A.
________________________________________________________________________________
FOURTH AMENDMENT
TO
FINANCING AND SECURITY AGREEMENT
This Fourth Amendment to Financing and Security Agreement is executed and
entered into by COMPUCOM SYSTEMS, INC. ("Borrower") and NATIONSBANK OF TEXAS,
N.A. ("Lender"), effective as of the 1st day of October, 1995, as follows:
RECITALS
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Borrower and Lender are parties to the certain Financing and Security
Agreement dated effective as of August 4, 1993, as amended by (i) the First
Amendment to Financing and Security Agreement dated effective as of Xxxxx
00, 0000 (xxx "Xxxxx Xxxxxxxxx"), (xx) the Second Amendment to Financing
and Security Agreement dated effective as of December 12, 1994 and (iii)
the Third Amendment to Financing and Security Agreement dated effective as
of April 26, 1995 (collectively the "Financing and Security Agreement").
Borrower and Lender have agreed to amend the Financing and Security
Agreement as provided herein.
NOW THEREFORE, premises considered, for value received, Borrower and Lender
hereby agree as follows:
1. Each of the following definitions contained in ARTICLE I
("DEFINITIONS") of the Financing and Security Agreement hereby is amended to
read in its entirety as follows:
1.68 "LIBOR FIXED RATE" means the Adjusted LIBOR Rate plus one and one-half
percent (1.50%) per annum.
"1.13 "CONTRACT RATE" means, on any day, a floating annual rate of
interest calculated on the basis of actual days elapsed but computed as if
each year consists of 360 days, equal to the sum of the Prime Rate
effective as of the first day of the calendar month in which such day falls
plus zero percent (0.00%). Upon written notification to Borrower at any
time when any Event of Default exists, the Contract Rate otherwise
applicable hereunder shall automatically increase by an additional two
percent (2.0%) per annum, beginning on the effective date specified in such
written notice (which shall be on or after the date on which any such Event
of Default shall have first occurred) and continuing thereafter for so long
as any such Event of Default remains uncured or until Lender may agree
otherwise.
2. Paragraph 3.8 of the Financing and Security Agreement hereby is
amended such that, in the fourth sentence thereof, the phrase "two (2) Business
Days" shall be deemed to read "one (1) Business Day".
3. The following items shall be delivered to Lender prior to or
simultaneously with execution and delivery of this Fourth Amendment:
(a) A certificate signed by the corporate secretary of Borrower (i)
certifying to Lender that its Certificate of Incorporation and Bylaws have
not been amended since Borrower's certification thereof under Secretary's
Certificate dated May 9, 1995 previously delivered to Lender, and that the
officers of Borrower specified therein are duly elected, qualified and
acting in the capacities therein stated, as of the effective date hereof
and (ii) attaching and certifying resolutions duly adopted by the board of
directors of Borrower, or a duly authorized executive committee thereof,
authorizing this Fourth Amendment and the transactions evidenced hereby,
and authorizing and directing one or more named officers of Borrower to
execute and deliver this Fourth Amendment, and all related documentation
required by Lender, on behalf of Borrower, which certificate shall be in
form satisfactory to Lender;
(b) Amendments to Participation Agreements as may be required by
Lender in connection with this Fourth Amendment, in form satisfactory to
Lender;
(c) Such other documentation as Lender may reasonably require in
connection with the Financing and Security Agreement or this Fourth
Amendment.
5. In consideration of this Fourth Amendment, Borrower represents to
Lender that (i) no Event of Default, or other event or condition which would be
the subject of a required notice under paragraph 6.14 of the Financing and
Security Agreement, is in existence as of the effective date hereof, (ii) each
of
the representations and warranties contained in the following paragraphs of the
Financing and Security Agreement are true and correct as of the effective date
of this Fourth Amendment: paragraphs 3.3, paragraph 3.4, and paragraph 5.1
through paragraph 5.18. Borrower hereby ratifies and confirms the Financing and
Security Agreement as being and continuing in full force and effect, as amended
by this Fourth Amendment.
6. This Fourth Amendment (i) shall be deemed effective prospectively as
of the effective date specified in the preamble, (ii) contains the entire
agreement among the parties and may not be amended or modified except in writing
signed by all parties, (iii) shall be governed and construed according to the
laws of the State of Texas and (iv) may be executed in any number of
counterparts, each of which shall be valid as an original and all of which shall
be one and the same agreement. A telecopy of any executed counterpart shall be
deemed valid as an original.
THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES
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AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
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SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
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AGREEMENTS BETWEEN THE PARTIES.
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EXECUTED as of the effective date specified in the preamble.
NATIONSBANK OF TEXAS, N.A.
By: /s/ Xxxxx Xxxxxxxx
------------------
Xxxxx Xxxxxxxx
Senior Vice President
COMPUCOM SYSTEMS, INC.
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Xxxxxx X. Xxxxxx
Senior Vice President, Finance
and Chief Financial Officer
CONSENT BY PARTICIPANTS
-----------------------
Each of the undersigned consents to Borrower's and Lender's execution of
the above Fourth Amendment to Financing and Security Agreement:
XXXXXXX BANK OF TAMPA MIDLANTIC BANK, N.A.
By:______________________________ By:______________________________
Name:____________________________ Name:____________________________
Title:___________________________ Title:___________________________
NATIONAL CANADA FINANCE CORP. UNION BANK
By:______________________________ By:______________________________
Name:____________________________ Name:____________________________
Title:___________________________ Title:___________________________
SANWA BUSINESS CREDIT CORPORATION THE DAIWA BANK, LTD.
By:______________________________ By:______________________________
Name:____________________________ Name:____________________________
Title:___________________________ Title:___________________________
By:______________________________
Name:____________________________
Title:___________________________
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THE STATE OF TEXAS (S)
COUNTY OF DALLAS (S)
BEFORE ME, the undersigned authority, on this day personally appeared Xxxxx
Xxxxxxxx, known to me to be the person and officer whose name is subscribed to
the foregoing instrument, and acknowledged to me that the same was the act of
the said NATIONSBANK OF TEXAS, N.A., and was executed for the purposes and
consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 6th day of December 1995.
/s/ Xxxxx X. Xxxxxxxxx
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NOTARY PUBLIC, STATE OF TEXAS
My Commission Expires:
--------------------- ----------------------------------
(Printed Name of Notary)
[NOTARY SEAL APPEARS HERE]
THE STATE OF TEXAS (S)
COUNTY OF DALLAS (S)
BEFORE ME, the undersigned authority, on this day personally appeared
Xxxxxx X. Xxxxxx, known to me to be the person and officer whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was
the act of the said COMPUCOM SYSTEMS, INC., and was executed for the purposes
and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 4th day of October 1995.
/s/ M. Xxxxxxxx Xxxxxxxxxx
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NOTARY PUBLIC, STATE OF TEXAS
My Commission Expires:
4/1/98 M. Xxxxxxxx Xxxxxxxxxx
--------------------- ----------------------------------
(Printed Name of Notary)
[NOTARY SEAL APPEARS HERE]
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