NATIONSBANK
NationsBank of Texas, N.A.
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AMENDMENT 4A
TO
FINANCING AND SECURITY AGREEMENT
This Amendment 4A 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 March 22, 1996, as follows:
RECITALS
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 March 31, 1994, (ii) the Second Amendment to Financing and Security
Agreement dated effective as of December 12, 1994, (iii) the Third
Amendment to Financing and Security Agreement dated effective as of
April 26, 1995 and (iv) the Fourth Amendment to Financing and Security
Agreement dated effective as of October 1, 1995 (collectively the
"Financing and Security Agreement"). Terms defined by the Financing
and Security Agreement, wherever used in this Amendment 4A, shall have
the same meanings in this Amendment 4A as are prescribed by the
Financing and Security Agreement.
Borrower has requested Lender to amend the Financing and Security
Agreement such that, effective as of the date of this Amendment 4A,
all unpaid principal outstanding under the Facility shall be deemed to
be included within the Category II Facility Balance and that no amount
thereof be deemed to be outstanding under the Category I Facility
Balance. Lender is willing to agree to such request on the terms
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:
1.63 "Category I Facility Balance" means that portion of the
outstanding balance of the Facility which is equal to, but not
exceeding, Zero Dollars ($0.00).
1.64 "Category II Facility Balance" means that portion of the
outstanding balance of the Facility which is greater than the Category
I Facility Balance.
2. Borrower represents and warrants to Lender that its Certificate of
Incorporation and Bylaws have not been amended since Borrower's certification
thereof under Secretary's Certificate dated October 1, 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 that all necessary corporate action has been taken in order to
properly authorize this Amendment 4A and the officer signing on behalf of
Borrower below is duly authorized to do so.
3. Borrower agrees to deliver to Lender such documentation as Lender may
reasonably require in connection with this Amendment 4A.
4. In consideration of this Amendment 4A, 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 (except with respect
to clause (f) of paragraph 6.38 as verbally disclosed to Lender and as will be
specified in Borrower's March 31, 1996 compliance certificate to be delivered to
Lender), (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 Amendment 4A: paragraph 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 Amendment 4A.
5. This Amendment 4A, when signed by each of Borrower, Lender and each
Participant as provided below (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 AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
EXECUTED as of the effective date specified in the preamble.
NATIONSBANK OF TEXAS, N.A.
By: /s/ Sally Glynn
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Sally Glynn
Senior Vice President
COMPUCOM SYSTEMS, INC.
By: /s/ Robert J. Boutin
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Robert J. Boutin,
Senior Vice President and
Chief FinanciaL Officer
CONSENT BY PARTICIPANTS
Each of the undersigned consents to Borrower's and Lender's execution of
the above Amendment 4A to Financing and Security Agreement:
BARNETT BANK OF TAMPA MIDLANTIC BANK, N.A.
By: /s/ Kimberly A. Bruce By: /s/ Joseph G. Meterchick
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Name: Kimberly A. Bruce Name: Joseph G. Meterchick
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Title: Assistant Vice President Title: Vice President
NATIONAL BANK OF CANADA UNION BANK, A DIVISION OF UNION
BANK OF CALIFORNIA, N.A.
By: /s/ William Handley/Larry L. Sears By: /s/ Stephen Sweeney
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Name: William Handley/Larry L. Sears Name: Stephen Sweeney
Title: Vice President/Group Vice President Title: Vice President
SANWA BUSINESS CREDIT CORP. THE SUMITOMO BANK, LTD.
Successor in interest of The Diawa
Bank, Ltd.
By: /s/ Michael J. Cox By: /s/ James T. Wang
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Name: Michael J. Cox Name: James T. Wang
Title: Vice President Title: Vice President and Manager
By: /s/ Kirk L. Stites
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Name: Kirk L. Stites
Title: Vice President