EXHIBIT 4.8
CompUSA Inc.,
as 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
as Guarantors,
and
U.S. TRUST COMPANY OF TEXAS, N.A.,
as Trustee
----------------------
FIFTH SUPPLEMENTAL INDENTURE
Dated as of June 14, 1996
----------------------
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
FIFTH SUPPLEMENTAL INDENTURE
----------------------------
FIFTH SUPPLEMENTAL INDENTURE, dated as of June 14, 1996, among CompUSA
Inc., a corporation duly organized and existing under the laws of the State of
Delaware (the "Issuer"), CompUSA Management Company and CompUSA Holdings
Company, both business trusts 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 CompFinance Inc., CompService
Inc., CompTeam Inc., CompUSA Holdings II Inc., PCs Compleat, Inc., and CompUSA
Holdings I 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, CompUSA Holdings I Inc., CompUSA Management Company, CompUSA
Stores L.P. and CompUSA Holdings Company are newly formed, wholly owned
subsidiaries of the Issuer and wish to guarantee the Issuer's obligations with
respect to the Securities; and
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; and
WHEREAS, CompUSA Holdings I Inc., CompUSA Management Company, CompUSA
Stores L.P. and CompUSA Holdings Company desire in and by this Fifth
Supplemental Indenture to guarantee the obligation of the Issuer to pay the
principal and interest on the Securities; and
WHEREAS, all conditions necessary to authorize the execution and delivery
of this Fifth Supplemental Indenture and to make this Fifth 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 Fifth
------------
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 Fifth 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:
-3-
"Guarantor" means each of CompFinance Inc., CompService Inc., CompTeam
Inc., CompUSA Holdings II Inc., PCs Compleat, Inc., CompUSA Holdings I
Inc., CompUSA Management Company, CompUSA Stores L.P., CompUSA
Holdings Company 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 I Inc., CompUSA Management Company, CompUSA
------------
Stores L.P. and CompUSA Holdings Company hereby agree to be bound by all of the
terms and conditions of the Indenture as Guarantors and to execute such
documents, including without limitation a written Guarantee, as shall be
necessary to evidence their status as Guarantors. CompUSA Holdings I Inc.'s
obligations undertaken pursuant to this Fifth Supplemental Indenture shall be
effective as of February 7, 1996. CompUSA Management Company's obligations
undertaken pursuant to this Fifth Supplemental Indenture shall be effective as
of May 31, 1996. CompUSA Stores L.P.'s obligations undertaken pursuant to this
Fifth Supplemental Indenture shall be effective as of June 3, 1996. CompUSA
Holdings Company's obligations undertaken pursuant to this Fifth Supplemental
Indenture shall be effective as of June 14, 1996.
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 and this Fifth 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 Fifth 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 Fifth Supplemental Indenture.
Section 3.03. In case any provision in this Fifth Supplemental Indenture
------------
shall be invalid, illegal or unenforceable, the validity, legality or
enforceability of the remaining provisions of this Fifth Supplemental Indenture
or the Indenture shall not in any way be affected or impaired thereby.
Section 3.04. This Fifth 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 Fifth 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.
-4-
Section 3.06. The addresses for any notice or communication to CompUSA
------------
Holdings I Inc., CompUSA Management Company, CompUSA Holdings Company and
CompUSA Stores L.P. are:
CompUSA Holdings I Inc.
14951 North Dallas Parkway
Dallas, Texas 75240
Attention: President
CompUSA Management Company
14951 North Dallas Parkway
Dallas, Texas 75240
Attention: President
CompUSA Holdings Company
14951 North Dallas Parkway
Dallas, Texas 75240
Attention: President
CompUSA Stores L.P.
14951 North Dallas Parkway
Dallas, Texas 75240
Attention: President of General Partner
-5-
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: Robyn Gatch-Priest
Attest: Title: Vice President-Controller
and Assistant Treasurer
- -------------------------------
CompFinance Inc.
[SEAL]
By:
--------------------------------
Name: Joan Dobrynski
Attest: Title: President
- -------------------------------
CompService Inc.
[SEAL]
By:
--------------------------------
Name: Joan Dobrynski
Attest: Title: President
- -------------------------------
CompTeam Inc.
[SEAL]
By:
--------------------------------
Name: Melvin D. McCall
Attest: Title: Senior Vice President-
Human Resources
- -------------------------------
-6-
CompUSA Holdings II Inc.
[SEAL]
By:
--------------------------------
Name: Melvin D. McCall
Attest: Title: Senior Vice President-
Human Resources
- -------------------------------
PCs Compleat, Inc.
[SEAL]
By:
--------------------------------
Name: Mark R. Walker
Attest: Title: Vice President-
Asst-Secretary
- -------------------------------
CompUSA Holdings I Inc.
[SEAL]
By:
--------------------------------
Name: Melvin D. McCall
Attest: Title: Senior Vice President-
Human Resources
- -------------------------------
CompUSA Management Company
[SEAL]
By:
--------------------------------
Name: James E. Skinner
Attest: Title: Executive Vice President-
Finance and Treasurer
- -------------------------------
-7-
CompUSA Stores L.P.
[SEAL] By: CompUSA Inc., General Partner
By:
--------------------------------
Name: Harold F. Compton
Attest: Title: Executive Vice President
and Chief Operating Officer
- -------------------------------
CompUSA Holdings Company
[SEAL]
By:
--------------------------------
Name: James F. Halpin
Attest: Title: President
- -------------------------------
U.S. Trust Company of Texas, N.A.
[SEAL]
By:
--------------------------------
Name:
Attest: Title:
- -------------------------------
-8-