EXHIBIT 4.5
________________________________________________________________________________
CompUSA Inc.,
as Issuer,
CompFinance Inc.,
CompService Inc.,
CompTeam Inc.
and
CompUSA Holdings II Inc.
as Guarantors,
and
U.S. TRUST COMPANY OF TEXAS, N.A.,
as Trustee
_________________
SECOND SUPPLEMENTAL INDENTURE
Dated as of February 7, 1996
_________________
Supplement to Indenture dated as of June 17, 1993, between 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
________________________________________________________________________________
SECOND SUPPLEMENTAL INDENTURE
-----------------------------
SECOND SUPPLEMENTAL INDENTURE, dated as of February 7, 1996, among CompUSA
Inc., a corporation duly organized and existing under the laws of the State of
Delaware (the "Issuer"), CompUSA Holdings II Inc., a corporation duly organized
and existing under the laws of the State of Delaware and CompTeam Inc.,
CompFinance Inc. and CompService Inc. (collectively, with CompUSA Holdings II
Inc., 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
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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 "Original 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");
WHEREAS, Compudyne Products, Inc. and Compudyne Direct, Inc. have been
merged with and into the Issuer and are therefore no longer in existence;
WHEREAS, CompUSA Inc., CompFinance Inc., CompService Inc., CompTeam Inc.
and U.S. Trust Company of Texas, N.A. 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;
WHEREAS, CompUSA Holdings II Inc. is a newly formed, wholly owned
subsidiary of the Issuer and wishes to guarantee Issuer's obligations with
respect to the repayment of the Securities;
WHEREAS, Section 9.01 of the Indenture, "Amendments -- 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;
WHEREAS, CompUSA Holdings II Inc. desires in and by this Second
Supplemental Indenture to guarantee the obligation of the Issuer to pay the
principal and interest on the Securities;
WHEREAS, all conditions necessary to authorize the execution and delivery
of this Second Supplemental Indenture and to make this Second 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 order to
comply with the terms of the Indenture, the Issuer and the Guarantors covenant
with the Trustee as follows:
ARTICLE ONE
DEFINITIONS
Section 1.01. For all purposes of the Indenture and this Second
------------
Supplemental Indenture, except as otherwise expressly provided or unless the
context otherwise requires:
(a) the words "herein", "hereof" and "hereunder" and other words of similar
import refer to the Indenture and this Second Supplemental 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 meaning
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 CompFinance Inc., CompService Inc.,
CompTeam Inc. and CompUSA Holdings II 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 Holdings II Inc. hereby agrees 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 CompUSA Holdings II Inc.'s status as a Guarantor.
ARTICLE THREE
MISCELLANEOUS
Section 3.01. All of the terms and conditions of the Indenture shall remain
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in full force and effect.
Section 3.02. The Trustee accepts the modification of the Indenture
------------
effected by this Second 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 Second Supplemental Indenture.
Section 3.03. In case any provision in this Second Supplemental Indenture
------------
shall be invalid, illegal or unenforceable, the validity, legality or
enforceability of the remaining provisions of this Second Supplemental Indenture
or the Indenture shall not in any way be affected or impaired thereby.
Section 3.04. This Second Supplemental Indenture shall be deemed to be a
------------
contract made under the laws of the State of New York and for all purposes shall
be governed by and construed in accordance with the laws of the State of New
York without regard to principles of conflicts of laws.
Section 3.05. This Second 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.
IN WITNESS WHEREOF, the Issuer, the Guarantors and the Trustee have caused
their names to be signed hereto by their respective officers thereunder 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/ JAMES E. SKINNER
-----------------------------
Name:
Attest: Title:
/s/ Mark R. Walker
- --------------------------------
CompFinance Inc.
[SEAL]
By:
_____________________________
Name:
Attest: Title:
________________________________
CompService Inc.
[SEAL]
By:
_____________________________
Name:
Attest: Title:
________________________________
Section 3.04. This Second Supplemental Indenture shall be deemed to be a
------------
contract made under the laws of the State of New York and for all purposes shall
be governed by and construed in accordance with the laws of the State of New
York without regard to principles of conflicts of laws.
Section 3.05. This Second 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.
IN WITNESS WHEREOF, the Issuer, the Guarantors and the Trustee have caused
their names to be signed hereto by their respective officers thereunder 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:_____________________________________
Name:
Attest: Title:
_____________________________
CompFinance Inc.
[SEAL]
/s/ Joan Dobrzynski
By:-------------------------------------
Name: Joan Dobrzynski
Attest: Title: President
[SIGNATURE ILLEGIBLE]
- -----------------------------
CompService Inc.
[SEAL]
/s/ Joan Dobrzynski
By:-------------------------------------
Name: Joan Dobrzynski
Attest: Title: President
[SIGNATURE ILLEGIBLE]
- -----------------------------
CompTeam Inc.
[SEAL]
By: /s/ Mark R.Walker
-------------------------------------
Name: Mark Walker
Attest: Title: V.P. Secretary
/s/ Peggy F. Cattell
- -----------------------------
CompUSA Holdings II Inc.
[SEAL]
By: /s/ James E. Skinner
-------------------------------------
Name:
Attest: Title:
/s/ Mark R. Walker
- -----------------------------
U.S. Trust Company of Texas, N.A.
[SEAL]
By:_____________________________________
Name:
Attest: Title:
_____________________________
CompTeam Inc.
[SEAL]
By:________________________________
Name:
Attest: Title:
_____________________________
CompUSA Holdings II Inc.
[SEAL]
By:________________________________
Name:
Attest: Title:
_____________________________
U.S. Trust Company of Texas, N.A.
[SEAL]
By: /s/ John C. Stohlmann
--------------------------------
Name: JOHN C. STOHLMANN
Attest: Title: VICE PRESIDENT
/s/ Susan Jane Chapman
- -----------------------------
Susan Jane Chapman
ASSISTANT VICE PRESIDENT