COMPUSA INC.,
as Issuer,
COMPTEAM INC.
COMPUSA HOLDINGS II INC.
COMPUSA HOLDINGS I INC.
COMPUSA STORES L.P.
COMPUSA HOLDINGS COMPANY
COMPUSA MANAGEMENT COMPANY
COMPUSA PC OPERATING COMPANY
COMPUSA GP HOLDINGS COMPANY
and
COMPUSA PC INC.
as Guarantors,
and
U.S. TRUST COMPANY OF TEXAS, N.A.,
as Trustee
-----------
SEVENTH SUPPLEMENTAL INDENTURE
Dated as of June 28, 1999
--------------------------------------------------------------------------------
Supplement to Indenture dated as of June 17, 1993, among CompUSA
Inc., as Issuer, Compudyne Products, Inc., Compudyne Direct, Inc.,
CompFinance Inc., and CompService Inc., as Guarantors, and U.S. Trust Company
of Texas, N.A., as Trustee, relating to CompUSA Inc.'s $110,000,000 principal
amount of 9 1/2% Senior Subordinated Notes due 2000
--------------------------------------------------------------------------------
SEVENTH SUPPLEMENTAL INDENTURE
SEVENTH SUPPLEMENTAL INDENTURE, dated as of June 28, 1999, among
CompUSA Inc., a corporation duly organized and existing under the laws of the
State of Delaware (the "Issuer"), CompUSA Management Company, CompUSA Holdings
Company, CompUSA PC Operating Company and CompUSA GP Holdings Company, each a
business trust duly organized and existing under the laws of the State of
Delaware, CompUSA Stores L.P., a limited partnership duly organized and existing
under the laws of the State of Texas, and CompTeam Inc., CompUSA Holdings II
Inc., CompUSA Holdings I Inc. and CompUSA PC Inc., all corporations duly
organized and existing under the laws of the State of Delaware (collectively,
the "Guarantors"), and U.S. Trust Company of Texas, N.A., a national banking
association duly organized and existing under the laws of the United States (the
"Trustee"), as Trustee under the Indenture hereinafter mentioned.
WITNESSETH:
WHEREAS, the Issuer, CompFinance Inc., CompService Inc., Compudyne
Products, Inc. and Compudyne Direct, Inc. heretofore executed and delivered to
the Trustee an Indenture dated as of June 17, 1993 (the "Indenture"), providing
for the issuance of $110,000,000 principal amount of the Issuer's 9 1/2% Senior
Subordinated Notes due 2000 (the "Securities"); and
WHEREAS, Compudyne Products, Inc. and Compudyne Direct, Inc. have been
merged with and into the Issuer and are therefore no longer in existence; and
WHEREAS, the Issuer, CompFinance Inc., CompService Inc. and CompTeam
Inc. heretofore executed and delivered to the Trustee the First Supplemental
Indenture dated as of December 1, 1995, by which CompTeam Inc. was added as a
Guarantor of the Indenture; and
WHEREAS, the Issuer, CompFinance Inc., CompService Inc., CompTeam Inc.
and CompUSA Holdings II Inc. heretofore executed and delivered to the Trustee
the Second Supplemental Indenture dated as of February 7, 1996, by which CompUSA
Holdings II Inc. was added as a Guarantor of the Indenture; and
WHEREAS, the Issuer, CompFinance Inc., CompService Inc., CompTeam Inc.,
CompUSA Holdings II Inc. and Snowstorm Merger Corp. heretofore executed and
delivered to the Trustee the Third Supplemental Indenture dated as of May 14,
1996, by which Snowstorm Merger Corp. was added as a Guarantor of the Indenture;
and
WHEREAS, Snowstorm Merger Corp. has been merged with and into PCs
Compleat, Inc. and is therefore no longer in existence; and
WHEREAS, the Issuer, CompFinance Inc., CompService Inc., CompTeam Inc.,
CompUSA Holdings II Inc. and PCs Compleat, Inc. heretofore executed and
delivered to the Trustee the Fourth Supplemental Indenture dated as of May 30,
1996, by which PCs Compleat, Inc. was added as a Guarantor of the Indenture; and
WHEREAS, the Issuer, CompFinance Inc., CompService Inc., CompTeam Inc.,
CompUSA Holdings II, Inc., PCs Compleat, Inc., CompUSA Holdings I Inc., CompUSA
Stores L.P., CompUSA Holdings Company and CompUSA Management Company heretofore
executed and delivered to the Trustee the Fifth Supplemental Indenture dated as
of June 14, 1996, by which CompUSA Holdings I Inc., CompUSA Stores L.P., CompUSA
Holdings Company and CompUSA Management Company were added as Guarantors of the
Indenture; and
WHEREAS, CompService Inc. has been merged with and into CompFinance
Inc. and CompFinance Inc. has been merged with and into the Issuer, and
CompService Inc. and CompFinance Inc. are therefore no longer in existence; and
WHEREAS, the Issuer, CompTeam Inc., CompUSA Holdings II, Inc., PCs
Compleat, Inc., CompUSA Holdings I Inc., CompUSA Stores L.P., CompUSA Holdings
Company and CompUSA Management Company heretofore executed and delivered to the
Trustee the Sixth Supplemental Indenture dated as of August 31, 1998, by which
Computer City, Inc., a Delaware corporation, was added as a Guarantor; and
WHEREAS, PCs Compleat, Inc. has been merged with and into Issuer and
Computer City, Inc. has been merged with and into CompUSA Holdings Company, and
PCs Compleat, Inc. and Computer City, Inc. are therefore no longer in existence;
and
WHEREAS, CompUSA GP Holdings Company and CompUSA PC Inc. are now wholly
owned subsidiaries of the Issuer and CompUSA PC Operating Company is now a
wholly owned subsidiary of CompUSA PC Inc.; and
WHEREAS, CompUSA GP Holdings Company, CompUSA PC Inc. and CompUSA PC
Operating Company wish to guarantee Issuer's obligations with respect to the
repayment of the Securities; and
WHEREAS, Section 9.01 of Indenture, "Amendment -- Without Consent of
Securityholders", provides that provisions of the Indenture may be amended or
supplemented without the consent of the Holders with respect to certain matters
therein identified; and
WHEREAS, all conditions necessary to authorize the execution and
delivery of this Seventh Supplemental Indenture and to make this Seventh
Supplemental Indenture valid and binding have been complied with or have been
done or performed;
NOW, THEREFORE, in consideration of the above premises, and in
accordance with the terms of the Indenture, the Issuer, the Guarantors and the
Trustee agree as follows:
ARTICLE ONE
DEFINITIONS
SECTION 1.01. For all purposes of the Indenture and this Seventh
Supplemental Indenture, except as otherwise expressly provided or unless the
context otherwise requires:
-2-
(a) the words "herein", "hereof" and "hereunder" and other
words of similar import refer to the Indenture and this Seventh
Amendment to Indenture as a whole and not to any particular Article,
Section or subdivision; and
(b) capitalized terms used but not defined herein shall have
the meanings assigned to them in the Indenture.
ARTICLE TWO
AMENDMENT AND SUPPLEMENT
SECTION 2.01. The definition of "Guarantor," which follows the
definition of "Guarantee" in Section 1.01 of the Indenture, is hereby deleted
and replaced with the following new definition:
"Guarantor" means each of CompTeam Inc., CompUSA Holding II Inc.,
CompUSA Holdings I Inc., CompUSA Management Company, CompUSA Stores
L.P., CompUSA Holdings Company, CompUSA PC Operating Company, CompUSA
GP Holdings Company, CompUSA PC Inc. and any other direct or indirect
Subsidiary of the Company that executes a Subsidiary Guarantee after
the date hereof, and their respective successors or assigns.
SECTION 2.02. CompUSA PC Operating Company, CompUSA GP Holdings Company
and CompUSA PC Inc. hereby agree to be bound by all of the terms and conditions
of the Indenture as a Guarantor and to execute such documents, including without
limitation a written Subsidiary Guarantee, as shall be necessary to evidence its
status as a Guarantor.
ARTICLE THREE
MISCELLANEOUS
SECTION 3.01. Except as amended by the First Supplemental Indenture,
the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth
Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental
Indenture and this Seventh Supplemental Indenture, the Indenture remains in full
force and effect in accordance with its terms.
SECTION 3.02. The Trustee accepts the modification of the Indenture
effected by this Seventh Supplemental Indenture, but only upon the terms and
conditions set forth in the Indenture. Without limiting the generality of the
foregoing, the Trustee assumes no responsibility for the correctness of the
recitals herein contained, which shall be taken as the statements of the Issuer.
The Trustee makes no representation and shall have no responsibility as to the
validity of this Seventh Supplemental Indenture.
SECTION 3.03. In case any provision in this Seventh Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality or
enforceability of the remaining provisions of this Seventh Supplemental
Indenture or the Indenture shall not in any way be affected or impaired thereby.
-3-
SECTION 3.04. This Seventh Supplemental Indenture shall be governed by
and construed in accordance with the laws of the jurisdiction which governs the
Indenture and its construction.
SECTION 3.05. This Seventh Supplemental Indenture may be executed in
any number of counterparts, each of which when so executed shall be deemed to be
an original, but such counterparts shall together constitute but one and the
same instrument.
SECTION 3.06. The address for any notice or communication to CompUSA PC
Operating Company, CompUSA GP Holdings Company or CompUSA PC Inc. is:
00000 Xxxxx Xxxxxx Xxxxxxx
Xxxxxx, Xxxxx 00000
Attention: President
IN WITNESS WHEREOF, the Issuer, the Guarantors and the Trustee have
caused their names to be signed hereto by their respective officers thereunto
duly authorized and their respective corporate seals, duly attested, to be
hereunto duly affixed, all as of the day and the year first above written.
CompUSA Inc.
[SEAL]
By:/s/ Xxxxxx Xxxx
-------------------------------------------
Attest: Name:
Title: Sr. Vice President - Chief Financial
Officer
/s/ Xxxx Xxxxxx
----------------------
CompTeam Inc.
[SEAL]
By:/s/ Xxxxxx Xxxx
-------------------------------------------
Attest: Name:
Title: Vice President - Controller
/s/ Xxxx Xxxxxx
----------------------
-4-
CompUSA Holdings II Inc.
[SEAL]
By:/s/ Xxxxxx Xxxx
-------------------------------------------
Attest: Name:
Title: Vice President - Controller
/s/ Xxxx Xxxxxx
----------------------
CompUSA Holdings I Inc.
[SEAL]
By:/s/ Xxxxxx Xxxx
-------------------------------------------
Attest: Name:
Title: Vice President - Controller
/s/ Xxxx Xxxxxx
----------------------
CompUSA Stores L.P.
[SEAL] By: CompUSA Inc., General Partner
By:/s/ Xxxxxx Xxxx
-------------------------------------------
Attest: Name:
Title: Sr. Vice President - Chief Financial
Officer
/s/ Xxxx Xxxxxx
----------------------
CompUSA Holdings Company
[SEAL]
By:/s/ Xxxxxx Xxxx
-------------------------------------------
Attest: Name:
Title: Vice President - Controller
/s/ Xxxx Xxxxxx
----------------------
CompUSA Management Company
[SEAL]
By:/s/ Xxxxxx Xxxx
-------------------------------------------
Attest: Name:
Title: Vice President - Controller
/s/ Xxxx Xxxxxx
----------------------
-5-
CompUSA PC Operating Company
[SEAL]
By:/s/ Xxxxxx Xxxx
-------------------------------------------
Attest: Name:
Title: Vice President - Controller
/s/ Xxxx Xxxxxx
----------------------
CompUSA PC Inc.
[SEAL]
By:/s/ Xxxxxx Xxxx
-------------------------------------------
Attest: Name:
Title: Vice President - Controller
/s/ Xxxx Xxxxxx
----------------------
CompUSA GP Holdings Company
[SEAL]
By:/s/ Xxxxxx Xxxx
-------------------------------------------
Attest: Name:
Title: Vice President - Controller
/s/ Xxxx Xxxxxx
----------------------
U.S. Trust Company of Texas, N.A.,
[SEAL] as Trustee
By:/s/ XXXXXXX XXXXX
-------------------------------------------
Attest: Name:
Title: Vice President
/s/ Xxxx X. Xxxxxxxxx
----------------------
Vice President
-6-
