NATIONSBANK
NationsBank of Texas, N.A.
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PLEDGE AND SECURITY AGREEMENT
This Pledge and Security Agreement ("Agreement") is made effective as April
1, 1996, by COMPUCOM SYSTEMS, INC., a Delaware corporation (hereinafter called
"Pledgor"), in favor of NATIONSBANK OF TEXAS, N.A., a national bank ("Lender").
DEFINITIONS
The following definitions shall apply throughout this Agreement:
"Code" means the Texas Uniform Commercial Code, as in effect from time to
time.
"Collateral" means all Pledged Shares and all proceeds thereof at any time
arising.
"Event of Default" means any Event of Default defined in paragraph 7.
"NationsBank" means NationsBank of Texas, N.A., a national bank with its
principal place of business located in Dallas County, Texas.
"NationsBank Security Agreement" means that certain Financing and Security
Agreement dated 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, (iv) the
Fourth Amendment to Financing and Security Agreement dated effective as of
October 1, 1995, (iv) Amendment 4A to Financing and Security Agreement
dated effective as of March 22, 1996, and (v) the Fifth Amendment to
Financing and Security Agreement dated effective as of April 1, 1996, as
the same may be renewed, extended, modified, amended or restated hereafter.
"Obligations" means all "Obligations" as defined in the NationsBank
Security Agreement, all costs, fees and expenses incurred by Secured Party
in enforcing this Agreement, and any and all renewals, extensions,
increases, amendments, modifications or restatements thereof.
"Pledged Shares" means all right, title and interest now or hereafter owned
by Pledgor in the following described securities: All shares of CSI
Funding, Inc., a Delaware corporation, now owned and hereafter acquired by
Pledgor, including without limitation all shares, equity ownership
interests or other interests therein, whether or not certificated, and all
substitutions and replacements thereof, together with all securities
hereafter delivered or deliverable in substitution for or in addition
thereto, and all certificates, book entries and instruments representing
any of the foregoing, and all cash, securities, interest, dividends, stock
dividends, stock splits, distributions, payments, rights, proceeds and
other property at anytime and from time to time received, receivable or
otherwise distributed in respect of or in exchange for and any or all
thereof, and all proceeds of any of the foregoing.
"Pledgor" means CompuCom Systems, Inc., a Delaware corporation.
"Secured Party" means NationsBank and its successors and assigns, and
includes any person to whom NationsBank, or its successors or assigns, may
assign its rights and interests under this Agreement.
Unless expressly provided otherwise, all terms defined in the NationsBank
Security Agreement, wherever used in this Agreement, shall have the same
meanings as are prescribed by the NationsBank Security Agreement, and all
terms defined by the Code, wherever used herein, shall have the same
meanings as are prescribed by the Code.
RECITALS
NationsBank and Pledgor are parties to the NationsBank Security Agreement,
pursuant to which NationsBank has established a credit facility for loans
by NationsBank to Pledgor from time to time as provided therein;
In connection with the extension of credit to Pledgor under the NationsBank
Security Agreement, NationsBank requires a security interest in the
Collateral as additional collateral support for the Obligations;
Pledgor has agreed to grant to NationsBank a continuing security interest
and pledge in the Collateral, as security for all Obligations, on the terms
prescribed below;
THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, Pledgor and NationsBank each hereby agrees as
follows:
1. COLLATERAL. Pledgor hereby grants to Secured Party a continuing
security interest, pledge and lien in and to the Collateral as security for full
payment and performance of the Obligations.
2. REPRESENTATIONS AND WARRANTIES. Pledgor hereby represents and
warrants the following to Secured Party: (a) Pledgor has full corporate
authorization to execute and perform this Agreement; (b) this Agreement
constitutes legal, valid and binding obligations of Pledgor, enforceable in
accordance with its terms, except as limited by bankruptcy, insolvency or
similar laws of general application relating to the enforcement of creditors'
rights generally; (c) Pledgor has good and transferable title to the Collateral
free and clear of all liens, security interests, encumbrances or adverse claims,
except for the security interest created by this Agreement (and except to the
extent, if any, that applicable federal and state securities laws and compliance
therewith may be considered to be an encumbrance); (d) no dispute, right of
setoff, counterclaim or defense exists with respect to all or any part of the
Collateral; (e) the execution and performance of this Agreement by Pledgor will
not conflict with any agreement, law or regulation, judgment, license, order or
permit applicable to or binding upon Pledgor or otherwise affecting the
Collateral; (f) no consent, approval, authorization or order of, and no notice
to or filing with, any court, governmental authority or third party is required
in connection with the execution and performance of this Agreement; (g) all of
Pledgor's records concerning the Collateral shall be maintained at the principal
office of Pledgor which, as of the date hereof, is located at the address for
notice specified herein for Pledgor; and (h) the Pledged Shares are wholly
comprised of unrestricted assets of the Pledgor.
3. COVENANTS. So long as any of the Obligations remain unpaid, Pledgor
covenants and agrees with Secured Party as follows:
a. DISPOSITION OF COLLATERAL. Pledgor shall not sell, transfer, deliver
or otherwise dispose of any of the Collateral or any interest therein without
the express written permission of Secured Party.
b. OWNERSHIP AND LIENS. Pledgor will maintain good and defensible title
to all Collateral free and clear of all liens, security interests, encumbrances
or adverse claims, except for the security interest created by this Agreement
(and except to the extent, if any, that applicable federal and state securities
laws and compliance therewith may be considered to affect marketability of title
or to be an encumbrance). Pledgor will not permit any dispute, right of setoff,
counterclaim or defense to exist with respect to the Collateral. Pledgor will
defend at its expense Secured Party's right, title and security interest in and
to the Collateral against the claims of any third party.
c. POSSESSION OF PLEDGED SHARES. The Pledged Shares are
uncertificated as of the effective date hereof. Promptly upon issuance or
receipt thereof, Pledgor shall deliver, or cause to be delivered, to Secured
Party, all share certificates and other instruments or documents at any time,
from time to time, evidencing any of the Collateral or any stock, stock
dividends, stock splits, non-cash distributions, warrants and rights received
with respect to any of the Collateral, together with stock powers duly
executed in blank with respect to all stock certificates. Secured Party
hereby is appointed to retain physical possession of the certificates and
instruments representing or evidencing Collateral in accordance with the
provisions of this Agreement. Any and all certificates or other property or
items referenced in this paragraph 3.c from time to time coming within the
possession of Pledgor, and any and all proceeds thereof, shall be held in
trust for the benefit of Secured Party and forthwith delivered to Secured
Party in the form received.
d. INSPECTION OF BOOKS AND RECORDS. Pledgor will keep adequate records
concerning the Collateral. Secured Party and all representatives and agents
appointed by Secured Party shall have the right to inspect and copy such records
at any time during normal business hours.
e. "MARGIN LOANS". Pledgor represents to Secured Party that it is not
obligated for any "margin loans" secured by the Collateral.
f. FURTHER ASSURANCES. Pledgor will from time to time at its expense
promptly execute and deliver all further instruments, financing statements and
documents and take all further action necessary or appropriate or that Secured
Party may reasonably request in order to achieve and maintain perfection and
priority of Secured Party's security interests under this Agreement and
otherwise effect the purposes of this Agreement. Without limiting the
foregoing, Pledgor will take all action necessary to comply with Chapter 8 and
Chapter 9 of the Code relative to perfection of the security interests in the
Collateral under this Agreement.
4. PERFORMANCE BY SECURED PARTY. If Pledgor fails to perform any
agreement or obligation provided herein, Secured Party may take such action as
may be deemed necessary by Secured Party to protect its interest in the
Collateral, and reasonable expenses of Secured Party incurred in connection
therewith shall be a part of the Obligations secured by the Collateral and
payable by Pledgor to Secured Party on demand.
5. POWER OF ATTORNEY. Pledgor hereby irrevocably appoints Secured Party
as Pledgor's attorney-in-fact, such power being coupled with an interest, with
full authority in the place and stead of Pledgor and in the name of Pledgor or
otherwise, to take any action authorized under paragraph 4 and to take any other
action or execute and deliver any notice, demand or instrument which Secured
Party may from time to time in Secured Party's discretion deem necessary or
appropriate to perfect its interests, rights
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and benefits under this Agreement or, upon and during the continuation of any
Event of Default to dispose of and transfer any Collateral or otherwise protect
or enforce its rights under this Agreement. Pledgor irrevocably authorizes any
other person to rely upon and comply with any notice, demand, stock power or
other document signed by Secured Party, whether in the name of Secured Party or
Pledgor, the same as if such notice or demand were executed and delivered by
Pledgor, and Pledgor agrees to indemnify and hold Secured Party and any such
other person harmless from any and all claims resulting from such compliance.
Until the occurrence of an Event of Default, the right to vote the Pledged
Shares and other rights in respect of ownership thereof (excluding the right to
dispose of or encumber the Collateral) shall remain vested in Pledgor subject to
Secured Party's rights under this Agreement.
6. NOTIFICATION TO ISSUERS. Secured Party shall be entitled at any time
to take such action as it deems necessary in order to register its security
interests in the Collateral with the issuer thereof or otherwise notify such
issuer of Secured Party's interests in the Collateral.
7. DEFAULT. An Event of Default shall exist under this Agreement upon
the occurrence of any one or more of the following events: (a) any Event of
Default or other breach or default as defined by the NationsBank Security
Agreement; (b) default by Pledgor in the performance or observance of any of the
covenants, terms or conditions herein; (c) any representation or warranty
contained herein or made or furnished by Pledgor in connection herewith shall be
false or misleading in any material respect as of the date made or deemed to
have been made; (d) the filing or commencement of any attachment, sequestration,
garnishment, execution or other action against or with respect to any of the
Collateral; (e) the filing of any petition in bankruptcy, or any other
insolvency proceeding, by or against Pledgor under the United States Bankruptcy
Code or any other applicable law; or (f) any repudiation by Pledgor, or
impairment of, Secured Party's rights under this Agreement.
8. REMEDIES. Should any Event of Default occur, and during the
continuation thereof, Secured Party may from time to time in its discretion,
without limitation and without notice except as expressly provided in any of
the NationsBank Security Agreement take any of the following actions,
PROVIDED, HOWEVER, that notwithstanding anything to the contrary otherwise
contained herein or otherwise in any of the Loan Documents, Lender's exercise
of any remedy to foreclose, sell or otherwise dispose of the Pledged Shares
shall be additionally conditioned upon termination of the RPA and the TAA,
respectively: (a) exercise in respect of the Collateral all the rights and
remedies of a secured party under the Code; (b) reduce its claim to judgment
or foreclose or otherwise enforce, in whole or in part, the security
interest, pledge and lien granted hereunder by any available judicial
procedure; (c) sell or otherwise dispose of, at Secured Party's office, or on
the premises of Pledgor, or elsewhere, the Collateral, in whole or in part,
by public or private proceedings, and by way of one or more contracts (it
being agreed that the sale or other disposition of any part of the Collateral
shall not exhaust Secured Party's power of sale, but sales or other
dispositions may be made from time to time until all of the Collateral has
been sold or disposed of or until the Obligations have been paid and
performed in full); (d) buy the Collateral, or any portion thereof, at any
public sale; (e) buy the Collateral, or any portion thereof, at any private
sale if the Collateral is of a type customarily sold in a recognized market
or is of a type which is the subject of widely distributed standard price
quotations; or (f) apply for the appointment of a receiver for the
Collateral. Pledgor agrees that in the event Pledgor is entitled to receive
any notice of the sale or other disposition of any Collateral, notice shall
be deemed reasonable if deposited in the United States Mail, postage prepaid,
or courier delivered or telecopied, addressed to Pledgor's address for notice
specified herein, five (5) days prior to the date of any public sale, or the
date after which a private sale, of any of such Collateral is to be held.
Secured Party shall not be obligated to proceed with any such sale,
regardless of notice of sale having been given. Secured Party may adjourn
any public or private sale from time to time by announcement at the time and
place fixed therefor, and such sale may, without further notice, be made at
the time and place to which it was so adjourned. Notwithstanding the
foregoing, Secured Party shall not pledge the Collateral to any person
without the prior written consent of Pledgor.
9. DISPOSITION OF THE COLLATERAL UPON DEFAULT. In exercising any
remedies of sale or disposition allowed by paragraph 8, Pledgor recognizes that
Secured Party may be unable to effect a public sale of all or any part of the
securities pledged as Collateral because of restrictions in applicable federal
and state securities laws and that Secured Party may determine to make one or
more private sales of any such securities to a restricted group of purchasers
who will be obligated to agree, among other things, to acquire such securities
for their own account, for investment and not with a view to the distribution or
resale thereof. Pledgor acknowledges that each such private sale may be at
prices and other terms less favorable than what might have been obtained at a
public sale and, notwithstanding the foregoing, agrees that each such private
sale shall be deemed to have been made in a commercially reasonable manner and
that Secured Party shall have no obligation to delay the sale of any such
securities for the period of time necessary to permit the issuer to register
such securities for public sale under any federal or state securities laws.
Pledgor further acknowledges and agrees that any offer to sell such securities
which has been made privately in the manner described above to not less than
five (5) BONA FIDE offerees shall be deemed to involve a "public sale" for the
purposes of Section 9.504(c) of the Code, notwithstanding that such sale may not
constitute a "public offering" under any federal or state securities laws and
that Secured Party may, in such event, bid for the purchase of such securities.
Any purchaser at a sale conducted pursuant to the terms of this Agreement shall
hold the property sold absolutely, free from any claim or right on the part of
the Pledgor. Each and every purchaser of any of the Collateral shall be vested
with all shareholder's ownership rights including, without limitation, all
voting, dividend and distribution rights. Pledgor agrees that Secured Party may
purchase the Collateral or any part thereof at any sale conducted in good faith
in accordance herewith provided that at least five (5) days prior notice of such
sale has been furnished to Pledgor. Secured Party acknowledges that its right
to exercise any remedies of sale or disposition of the Pledged Shares is
expressly conditioned as provided by paragraph 8.
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10. INTEREST PAYMENTS AND COLLATERAL SUBSTITUTION. Upon the occurrence of
an Event of Default, all rights, if any, of Pledgor to receive and retain
interest payments, dividends and other distributions on the Collateral shall
automatically be suspended, and all such rights shall thereupon become vested
with Secured Party, until such time as may be agreed otherwise by Secured Party
in writing. All interest payments, dividends or other distributions which may
be received by Pledgor at any time when the receipt of same by Pledgor is
prohibited by this Agreement shall be received by Pledgor and held in trust for
the benefit of Secured Party and shall be segregated from other property of
Pledgor and forthwith delivered to Secured Party in the form received (properly
endorsed or assigned if requested by Secured Party), to be held by Secured Party
as Collateral.
11. INDEMNITY. Pledgor hereby indemnifies and agrees to hold harmless
each of Secured Party and its officers, directors, employees, attorneys, agents
and representatives (each an "Indemnified Person") from and against any and all
liabilities, obligations, claims, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
(collectively, the "Claims") which may be imposed on, incurred by or asserted
against, any Indemnified Person (WHETHER OR NOT CAUSED BY ANY INDEMNIFIED
PERSON'S ORDINARY NEGLIGENCE) arising in connection with this Agreement or the
Collateral (including without limitation, the enforcement of this Agreement and
defense of any Indemnified Person's actions and/or inactions in connection with
this Agreement), except to the limited extent the Claims against an Indemnified
Person are caused by such Indemnified Person's gross negligence or willful
misconduct. If Pledgor or any third party ever alleges such gross negligence or
willful misconduct by any Indemnified Person, the indemnification provided for
in this paragraph shall nonetheless be paid upon demand, subject to later
adjustment or reimbursement, until such time as a court of competent
jurisdiction enters a final judgment as to the extent and effect of the alleged
gross negligence or willful misconduct. The indemnification provided for in
this paragraph shall survive the termination of this Agreement and shall extend
and continue to benefit each individual or entity who is or has at any time been
an Indemnified Person hereunder. It is agreed that Secured Party shall have no
obligation to take necessary steps to preserve rights against prior parties, if
any.
12. COSTS AND EXPENSES. Pledgor will upon demand pay to Secured Party the
amount of any and all costs, fees and expenses (including without limitation,
attorneys' fees and expenses), which Secured Party may reasonably incur in
connection with the custody, preservation, use or operation of, or the sale of,
collection from, or other realization upon, the Collateral, or the exercise or
enforcement of any of the rights of Secured Party under this Agreement.
13. NO COMMITMENT. Nothing in this Agreement shall be construed as an
obligation on the part of Secured Party to extend or continue to extend credit
for the benefit of Pledgor other than as expressly provided by the NationsBank
Security Agreement.
14. NOTICES. Except as otherwise provided in this Agreement, all notices,
requests, demands or other communications required or permitted to be given
pursuant to this Agreement shall be in writing and given by (i) personal
delivery, (ii) telecopy or other electronic transmission, (iii) expedited
delivery service with proof of delivery, or (iii) mail, postage prepaid,
registered or certified mail, return receipt requested, sent to the intended
addressee at the address set forth below or to such different address as the
addressee shall have designated by written notice sent pursuant to the terms
hereof and shall be deemed to have been received either, in the case of personal
delivery or telecopy or other electronic transmission, at the time of receipt,
or in the case of expedited delivery service, as of the date of first attempted
delivery at the address and in the manner provided herein, or in the case of
mail, upon deposit in a depository receptacle under the care and custody of the
appropriate postal authority.
SECURED PARTY: As specified for NationsBank by the NationsBank Security
Agreement.
PLEDGOR: As specified by the NationsBank Security Agreement.
Either party shall have the right to change its address for notice hereunder to
any other address by notice to the other party of such new address at least
thirty (30) days prior to the effective date of such new address.
15. WAIVERS. In connection with all matters pertaining to this Agreement,
Pledgor hereby waives: (1) notice of acceptance hereof; (2) notice of
presentment for payment, demand, protest and notice thereof, notice of intention
to accelerate and notice of acceleration as to any promissory notes or other
instruments from time to time evidencing the Obligations or any portion thereof,
except to the extent, if any, specifically provided otherwise by the NationsBank
Security Agreement; (3) all other notices (except if such notice is specifically
required to be given to Pledgor hereunder) and demands to which Pledgor might
otherwise be entitled, except to the extent, if any, specifically provided
otherwise by the NationsBank Security Agreement; (4) any rights to assert
against Secured Party any defense (legal or equitable), set-off, counterclaim or
claim which Pledgor may now or at any time hereafter have against any other
party liable to Secured Party; (5) any defense, set-off, counterclaim or claim
of any kind or nature, arising directly or indirectly from the present or future
lack of perfection, sufficiency, validity or enforceability of the Obligations
or any security therefor; and (6) any right or defense arising by reason of any
claim or defense based upon election of remedies by Secured Party.
16. NON-IMPAIRMENT; NON-WAIVER. The lien, security interest and other
security rights of Secured Party hereunder shall not be impaired by (i) any
renewal, extension, increase or modification with respect to the Obligations,
(ii) any surrender, compromise, release, renewal, extension, exchange or
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substitution which Secured Party may grant with respect to the Collateral, or
(iii) any release or indulgence granted to Pledgor or any endorser, guarantor or
surety of the Obligations. The taking of additional security by Secured Party
shall not release or impair the lien, security interest or other security rights
of Secured Party hereunder or affect the obligations of Pledgor hereunder.
Secured Party may waive any Event of Default without waiving any other prior or
subsequent Event of Default. Secured Party may remedy any default without
waiving the Event of Default remedied. Neither the failure by Secured Party to
exercise, nor the delay by Secured Party in exercising, any right or remedy upon
any Event of Default shall be construed as a waiver of such Event of Default or
as a waiver of the right to exercise any such right or remedy at a later date.
No single or partial exercise by Secured Party of any right or remedy hereunder
shall exhaust the same or shall preclude any other or further exercise thereof,
and every such right or remedy hereunder may be exercised at any time. No
waiver of any provision hereof nor consent to any departure by Pledgor therefrom
shall be effective unless the same shall be in writing and signed by Secured
Party and then such waiver or consent shall be effective only in the specific
instances, for the purpose for which given and to the extent therein specified.
No notice to nor demand on Pledgor in any case shall of itself entitle Pledgor
to any other or further notice or demand in similar or other circumstances.
Pledgor consents and agrees that, without notice to or by Pledgor and without
affecting or impairing the obligations of Pledgor hereunder, Secured Party may,
by action or inaction: (a) compromise, settle, extend the duration or the time
for the payment of, or discharge the performance of, or may refuse to or
otherwise not enforce the NationsBank Security Agreement; (b) release all or any
one or more parties to the NationsBank Security Agreement or grant other
indulgences to Pledgor in respect thereof; (c) amend or modify in any manner and
at any time (or from time to time) the NationsBank Security Agreement; or (d)
release or substitute any Person from time to time liable on the Obligations, or
any portion thereof, or enforce, exchange, release or waive any security for the
Obligations or any other guaranty of the Obligations, or any portion thereof.
17. NONCONTRAVENTION. Execution, delivery and performance by Pledgor of
this Agreement does not, and will not, violate or contravene any provision of
Pledgor's corporate charter or bylaws or any other agreement governing or
affecting Pledgor.
18. NO ELECTION. Secured Party shall have the right to seek recourse
under this Agreement to the fullest extent provided for herein, and no election
by Secured Party to proceed in one form or action or proceeding, or against any
party, or on any obligation, shall constitute a waiver of Secured Party's right
to proceed in any other form of action or proceeding or against other parties
unless Secured Party has expressly waived such right in writing. Specifically,
but without limiting the generality of the foregoing, no action or proceeding by
Secured Party under any document or instrument evidencing the Obligations shall
serve to diminish the liability of Pledgor under this Agreement except to the
extent that Secured Party finally and unconditionally shall have realized
indefeasible payment by such action or proceeding.
19. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on Pledgor
and its successors and assigns, and shall inure to the benefit of Secured Party
and its successors and assigns. Secured Party's rights under this Agreement may
be transferred in connection with any transfer of the Obligations, or any part
thereof, to the extent not otherwise prohibited by the NationsBank Security
Agreement. Pledgor's rights and obligations hereunder may not be assigned or
otherwise transferred without the prior written consent of Secured Party.
20. CUMULATIVE RIGHTS. All rights and remedies of Secured Party hereunder
are cumulative of each other and of every other right or remedy which Secured
Party may otherwise have at law or in equity or under the NationsBank Security
Agreement, and the exercise of one or more of such rights or remedies shall not
prejudice or impair the concurrent or subsequent exercise of any other rights or
remedies.
21. SEVERABILITY. If any provision of this Agreement is held by a court
of competent jurisdiction to be illegal, invalid or unenforceable under present
or future laws, such provision shall be fully severable, shall not impair or
invalidate the remainder of this Agreement and the effect thereof shall be
confined to the provision held to be illegal, invalid or unenforceable.
22. ENTIRE AGREEMENT. This Agreement contains the entire agreement of
Secured Party and Pledgor with respect to the Collateral, and may not be
modified or amended except in writing signed by all parties.
23. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF TEXAS.
24. WAIVER OF TRIAL BY JURY. THE PARTIES HERETO AGREE THAT NO PARTY
SHALL REQUEST A TRIAL BY JURY IN THE EVENT OF LITIGATION BETWEEN THEM CONCERNING
THIS AGREEMENT OR ANY CLAIMS OR TRANSACTIONS IN CONNECTION HEREWITH, IN EITHER A
STATE OR FEDERAL COURT, THE RIGHT TO TRIAL BY JURY BEING EXPRESSLY WAIVED. THE
PARTIES EACH ACKNOWLEDGE THAT SUCH WAIVER IS MADE WITH FULL KNOWLEDGE AND
UNDERSTANDING OF THE NATURE OF THE RIGHTS AND BENEFITS WAIVED HEREBY, AND WITH
THE BENEFIT OF ADVICE OF COUNSEL OF ITS CHOOSING.
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.
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IN WITNESS WHEREOF, Pledgor and NationsBank have caused this Agreement to
be duly executed and delivered under hand, all as of the day and year first
above written.
COMPUCOM SYSTEMS, INC.
By: /s/ Robert J. Boutin
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Robert J. Boutin
Senior Vice President, Finance
and Chief Financial Officer
NATIONSBANK OF TEXAS, N.A.
By: /s/ Sally Glynn
-----------------------------------
Sally Glynn
Senior Vice President
THE STATE OF TEXAS )
)
COUNTY OF DALLAS )
BEFORE ME, the undersigned authority, on this day personally appeared
Robert J. Boutin, known to me to be the person and officer whose name is
subscribed in the foregoing instrument, and acknowledged to me that the same
was the act of said COMPUCOM SYSTEMS, INC., and that he executed the same for
the purposes and considerations therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 1 day of April, 1996.
/s/ M. Patricia Tarkington
------------------------------
NOTARY PUBLIC,
STATE OF TEXAS
My Commission Expires:
4/1/1998 [SEAL] M. PATRICIA TARKINGTON
- ---------------------- ------------------------------
(Printed Name of Notary)
THE STATE OF TEXAS )
)
COUNTY OF DALLAS )
BEFORE ME, the undersigned authority, on this day personally appeared Sally
Glynn, 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 said
NATIONSBANK OF TEXAS, N.A., and that she executed the same for the purposes and
considerations therein expressed.
GIVE UNDER MY HAND AND SEAL OF OFFICE THIS THE 5 day of April, 1996.
/s/ Cindy Haskovec
------------------------------
NOTARY PUBLIC, STATE OF TEXAS
My Commission Expires:
_____________________
CINDY HASKOVEC
------------------------------
(Printed Name of Notary)
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