Exhibit 10.10
AGREEMENT AND ADOPTION OF SUBSIDIARY GUARANTY
THIS AGREEMENT AND ADOPTION OF SUBSIDIARY GUARANTY (this "Agreement"),
dated as of December 1, 1995, is executed by CompTeam Inc., a Delaware
corporation ("CompTeam"), in favor of the Administrative Lender and the Lenders
(each as defined in the Credit Agreement referred to below).
BACKGROUND
1. CompUSA Inc., a Delaware corporation ("Company"), the Administrative
Lender and the Lenders have entered into a Credit Agreement, dated as of June
16, 1995 (said Credit Agreement, as amended or otherwise modified from time to
time, being the "Credit Agreement"). The capitalized terms not otherwise defined
herein shall have the meanings specified in the Credit Agreement.
2. CompFinance Inc., a Delaware corporation ("CompFinance"), and
CompService Inc., a Delaware corporation ("CompService") (CompFinance and
CompService being collectively the "Existing Guarantors"), entered into that
certain Subsidiary Guaranty, dated as June 16, 1995 (the "Subsidiary Guaranty").
3. On December 1, 1995, the Company formed CompTeam, a wholly-owned
Subsidiary of the Company.
4. Section 7.3(d) of the Credit Agreement requires that CompTeam
immediately become a party to the Subsidiary Guaranty.
5. The Board of Directors of CompTeam has determined that the Advances
made and to be made to the Company under the Credit Agreement may reasonably be
expected to benefit, directly or indirectly, CompTeam.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained hereinafter and contained in the Credit Agreement and the other Loan
Documents, the parties hereto agree as follows:
1. Agreement. CompTeam hereby unconditionally agrees to be a Guarantor
---------
under the Subsidiary Guaranty, and agrees to be bound by the Subsidiary Guaranty
and to undertake the duties, liabilities and obligations of a Guarantor under
the Subsidiary Guaranty to the same extent as if originally named therein as a
Guarantor.
2. Representations and Warranties. By its execution and delivery hereof,
------------------------------
CompTeam represents and warrants to the Lenders as follows:
(a) The execution, delivery and performance by CompTeam of this
Agreement and each other document and instrument to be delivered hereunder:
(i) are within CompTeam's corporate power;
(ii) have been duly authorized by all necessary corporate
action, including, without limitation, the consent of shareholders
required;
(iii) will not (A) contravene its Certificate of Incorporation or
bylaws, or (B) conflict with or result in a breach of, or constitute a
default under, or result in or permit the termination or acceleration
of, any agreement or other contractual obligation of CompTeam;
(iv) do not require the consent, authorization by, or approval
of, or notice to, or filing or registration with, any governmental
authority or any other Person, other than those which have been
obtained and copies of which have been delivered to the Administrative
Lender, each of which is in full force and effect.
(b) This Agreement has been duly executed and delivered by CompTeam.
(c) This Agreement is the legal, valid and binding obligation of
CompTeam, enforceable against CompTeam in accordance with its terms, except
as enforceability may be limited by applicable Debtor Relief Laws and
general principles of equity.
3. Conditions of Effectiveness. This Agreement shall be effective as of
---------------------------
the date first above written, subject to the following:
(a) The Administrative Lender shall have received counterparts of
this Agreement executed by CompTeam and acknowledged by the Existing
Guarantors;
(b) The Administrative Lender shall have received an Officer's
Certificate of CompTeam, containing (i) the Certificate of Incorporation of
CompTeam, (ii) bylaws of CompTeam, (iii) certified corporate resolutions of
the Board of Directors of CompTeam authorizing CompTeam to enter into this
Agreement and the documents, transactions and matters contemplated hereby,
and (iv) the names and true signatures of the officers of CompTeam
authorized to execute and deliver this Agreement on behalf of CompTeam.
(c) The Administrative Lender shall have received an executed copy of
the Agreement and Adoption of Subordination Agreement executed by all
parties thereto.
4. Reference to the Subsidiary Guaranty.
------------------------------------
(a) Upon the effectiveness of this Agreement, each reference in the
Subsidiary Guaranty to this "Guaranty", "hereunder", or words of like
import shall mean and be a reference to the Subsidiary Guaranty, as
affected hereby.
- 2 -
(b) The Subsidiary Guaranty, as affected hereby, shall remain in full
fore and effect and is hereby ratified and confirmed.
5. Costs, Expenses and Taxes. CompTeam agrees to pay on demand all
-------------------------
reasonable costs and expenses of Administrative Lender in connection with the
preparation, reproduction, execution and delivery of this Agreement and the
other instruments and documents to be delivered hereunder (including the
reasonable fees and out-of-pocket expenses of counsel for the Administrative
Lender with respect thereto).
6. Execution In Counterparts. This Agreement may be executed in any
-------------------------
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which when taken together shall constitute but one and the same
instrument.
7. Governing Law; Binding Effect. This Agreement shall be governed by
-----------------------------
and construed in accordance with the laws of the State of Texas and shall be
binding upon Borrower and each Lender and their respective successors and
assigns.
8. Headings. Section headings in this Agreement are included herein for
--------
convenience of reference only and shall not constitute a part of this Agreement
for any other purpose.
================================================================================
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
================================================================================
- 3 -
IN WITNESS WHEREOF, CompTeam has caused this Agreement to be duly executed
and delivered by its duly authorized officer on the date first above written.
COMPTEAM INC.
By: /s/ Mark R. Walker
----------------------------
Name: Mark R. Walker
-----------------------
Title: V.P. & Secretary
-----------------------
Address for CompTeam Inc.:
c/o CompUSA Inc.
14951 North Dallas Parkway
Dallas, Texas 75240
Attention: Robert L. Silmon
Vice President-Finance and Planning
The undersigned Existing Guarantors hereby
acknowledge this Agreement and confirm that
their obligations in respect of the Subsidiary
Guaranty remain in full force and effect:
COMPFINANCE INC.
By: /s/ Joan Dobrzynski
---------------------
Name: Joan Dobrzynski
----------------
Title: President
---------------
COMPSERVICE INC.
By: /s/ Joan Dobrzynski
---------------------
Name: Joan Dobrzynski
----------------
Title: President
---------------
- 4 -
AGREEMENT AND ADOPTION OF SUBSIDIARY GUARANTY
THIS AGREEMENT AND ADOPTION OF SUBSIDIARY GUARANTY (this "Agreement"),
dated as of February 7, 1996 is executed by CompUSA Holdings II Inc., a Delaware
corporation ("Holdings"), in favor of the Administrative Lender and the Lenders
(each as defined in the Credit Agreement referred to below).
BACKGROUND
1. CompUSA Inc., a Delaware corporation ("Company"), the Administrative
Lender and the Lenders have entered into a Credit Agreement, dated as of June
16, 1995 (said Credit Agreement, as amended or otherwise modified from time to
time, being the "Credit Agreement"). The capitalized terms not otherwise defined
herein shall have the meanings specified in the Credit Agreement.
2. CompFinance Inc., a Delaware corporation ("CompFinance"), and
CompService Inc., a Delaware corporation ("CompService"), entered into that
certain Subsidiary Guaranty, dated as June 16, 1995 (the "Subsidiary Guaranty").
On December 1, 1995, the Company formed CompTeam Inc., a Delaware corporation
("CompTeam"), a wholly-owned Subsidiary of the Company, and CompTeam immediately
became a party to the Subsidiary Guaranty (CompFinance, CompService and CompTeam
being collectively the "Existing Guarantors").
3. On February 7, 1996, the Company formed Holdings, a wholly-owned
subsidiary of the Company.
4. Section 7.3(d) of the Credit Agreement requires that Holdings
immediately become a party to the Subsidiary Guaranty.
5. The Board of Directors of Holdings has determined that the Advances
made and to be made to the Company under the Credit Agreement may reasonably be
expected to benefit, directly or indirectly, Holdings.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained hereinafter and contained in the Credit Agreement and the other Loan
Documents, the parties hereto agree as follows:
1. Agreement. Holdings hereby unconditionally agrees to be a Guarantor
---------
under the Subsidiary Guaranty, and agrees to be bound by the Subsidiary Guaranty
and to undertake the duties, liabilities and obligations of a Guarantor under
the Subsidiary Guaranty to the same extent as if originally named therein as a
Guarantor.
2. Representations and Warranties. By its execution and delivery hereof,
------------------------------
Holdings represents and warrants to the Lenders as follows:
(a) The execution, delivery and performance by Holdings of this
Agreement and each other document and instrument to be delivered hereunder:
(i) are within Holdings's corporate power;
(ii) have been duly authorized by all necessary corporate
action, including, without limitation, the consent of shareholders
required;
(iii) will not (A) contravene its Certificate of Incorporation or
bylaws, or (B) conflict with or result in a breach of, or constitute a
default under, or result in or permit the termination or acceleration
of, any agreement or other contractual obligation of Holdings;
(iv) do not require the consent, authorization by, or approval
of, or notice to, or filing or registration with, any governmental
authority or any other Person, other than those which have been
obtained and copies of which have been delivered to the Administrative
Lender, each of which is in full force and effect.
(b) This Agreement has been duly executed and delivered by Holdings.
(c) This Agreement is the legal, valid and binding obligation of
Holdings, enforceable against Holdings in accordance with its terms, except
as enforceability may be limited by applicable Debtor Relief Laws and
general principles of equity.
3. Conditions of Effectiveness. This Agreement shall be effective as of
---------------------------
the date first above written, subject to the following:
(a) The Administrative Lender shall have received counterparts of
this Agreement executed by Holdings and acknowledged by the Existing
Guarantors;
(b) The Administrative Lender shall have received an Officer's
Certificate of Holdings, containing (i) the Certificate of Incorporation of
Holdings, (ii) bylaws of Holdings, (iii) certified corporate resolutions of
the Board of Directors of Holdings authorizing Holdings to enter into this
Agreement and the documents, transactions and matters contemplated hereby,
and (iv) the names and true signatures of the officers of Holdings
authorized to execute and deliver this Agreement on behalf of Holdings.
(c) The Administrative Lender shall have received an executed copy of
the Agreement and Adoption of Subordination Agreement executed by all
parties thereto.
- 2 -
4. Reference to the Subsidiary Guaranty.
------------------------------------
(a) Upon the effectiveness of this Agreement, each reference in the
Subsidiary Guaranty to this "Guaranty", "hereunder", or words of like
import shall mean and be a reference to the Subsidiary Guaranty, as
affected hereby.
(b) The Subsidiary Guaranty, as affected hereby, shall remain in full
fore and effect and is hereby ratified and confirmed.
5. Costs, Expenses and Taxes. Holdings agrees to pay on demand all
-------------------------
reasonable costs and expenses of Administrative Lender in connection with the
preparation, reproduction, execution and delivery of this Agreement and the
other instruments and documents to be delivered hereunder (including the
reasonable fees and out-of-pocket expenses of counsel for the Administrative
Lender with respect thereto).
6. Execution In Counterparts. This Agreement may be executed in any
-------------------------
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which when taken together shall constitute but one and the same
instrument.
7. Governing Law; Binding Effect. This Agreement shall be governed by and
-----------------------------
construed in accordance with the laws of the State of Texas and shall be binding
upon Borrower and each Lender and their respective successors and assigns.
8. Headings. Section headings in this Agreement are included herein for
--------
convenience of reference only and shall not constitute a part of this Agreement
for any other purpose.
================================================================================
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
================================================================================
- 3 -
IN WITNESS WHEREOF, Holdings has caused this Agreement to be duly executed
and delivered by its duly authorized officer on the date first above written.
COMPUSA HOLDINGS II INC.
By: James E. Skinner
---------------------------------------------
Name: James E. Skinner
----------------------------------------
Title: Executive Vice President of Finance
---------------------------------------
Address for CompUSA Holdings II Inc.:
c/o CompUSA Inc.
14951 North Dallas Parkway
Dallas, Texas 75240
Attention: James E. Skinner
Executive Vice President-Finance
The undersigned Existing Guarantors hereby
acknowledge this Agreement and confirm that
their obligations in respect of the Subsidiary
Guaranty remain in full force and effect:
COMPFINANCE INC.
By:
_______________________________
Name:
__________________________
Title:
_________________________
COMPSERVICE INC.
By:
_______________________________
Name:
__________________________
Title:
_________________________
- 4 -
IN WITNESS WHEREOF, Holdings has caused this Agreement to be duly executed
and delivered by its duly authorized officer on the date first above written.
COMPUSA HOLDINGS II INC.
By:
____________________________
Name:
____________________________
Title:
____________________________
Address for CompUSA Holdings II Inc.:
c/o CompUSA Inc.
14951 North Dallas Parkway
Dallas, Texas 75240
Attention: James E. Skinner
Executive Vice President-Finance
The undersigned Existing Guarantors hereby
acknowledge this Agreement and confirm that
their obligations in respect of the Subsidiary
Guaranty remain in full force and effect:
COMPFINANCE INC.
By:/s/ Joan Dobrzynski
-------------------------------
Name: Joan Dobrzynski
--------------------------
Title: President
-------------------------
COMPSERVICE INC.
By:/s/ Joan Dobrzynski
-------------------------------
Name: Joan Dobrzynski
--------------------------
Title: President
-------------------------
- 4 -
COMPTEAM INC.
By:/s/ Mark R. Walker
-------------------------------
Name: Mark Walker
------------------------
Title: V.P. Secretary
-----------------------
- 5 -
AGREEMENT AND ADOPTION OF SUBSIDIARY GUARANTY
THIS AGREEMENT AND ADOPTION OF SUBSIDIARY GUARANTY (this "Agreement"),
dated as of May 30, 1996 is executed by PCs COMPLEAT, INC., a Delaware
corporation ("Compleat"), in favor of the Administrative Lender and the Lenders
(each as defined in the Credit Agreement referred to below).
BACKGROUND
1. CompUSA Inc., a Delaware corporation ("Company"), the Administrative
Lender and the Lenders have entered into a Credit Agreement, dated as of June
16, 1995 (said Credit Agreement, as amended or otherwise modified from time to
time, being the "Credit Agreement"). The capitalized terms not otherwise defined
herein shall have the meanings specified in the Credit Agreement.
2. CompFinance Inc., a Delaware corporation ("CompFinance"), and
CompService Inc., a Delaware corporation ("CompService"), entered into that
certain Subsidiary Guaranty, dated as June 16, 1995 (the "Subsidiary Guaranty").
On December 1, 1995, the Company formed CompTeam Inc., a Delaware corporation
("CompTeam"), a wholly-owned Subsidiary of the Company, and CompTeam immediately
became a party to the Subsidiary Guaranty. On February 7, 1996, the Company
formed CompUSA Holdings II Inc., a Delaware corporation ("Holdings II") and a
wholly-owned Subsidiary of the Company, and Holdings II immediately became a
party to the Subsidiary Guaranty (CompFinance, CompService, CompTeam and
Holdings II being collectively the "Existing Guarantors").
3. On May 30, 1996, Compleat became a wholly-owned Subsidiary of the
Company.
4. Section 7.3(d) of the Credit Agreement requires that Compleat
immediately become a party to the Subsidiary Guaranty.
5. The Board of Directors of Compleat has determined that the Advances
made and to be made to the Company under the Credit Agreement may reasonably be
expected to benefit, directly or indirectly, Compleat.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained hereinafter and contained in the Credit Agreement and the other Loan
Documents, the parties hereto agree as follows:
1. Agreement. Compleat hereby unconditionally agrees to be a Guarantor
---------
under the Subsidiary Guaranty, and agrees to be bound by the Subsidiary Guaranty
and to undertake the duties, liabilities and obligations of a Guarantor under
the Subsidiary Guaranty to the same extent as if originally named therein as a
Guarantor.
2. Representations and Warranties. By its execution and delivery hereof,
------------------------------
Compleat represents and warrants to the Lenders as follows:
(a) The execution, delivery and performance by Compleat of this
Agreement and each other document and instrument to be delivered hereunder:
(i) are within Compleat's corporate power;
(ii) have been duly authorized by all necessary corporate
action, including, without limitation, the consent of shareholders
required;
(iii) will not (A) contravene its Certificate of Incorporation
or bylaws, or (B) conflict with or result in a breach of, or
constitute a default under, or result in or permit the termination or
acceleration of, any agreement or other contractual obligation of
Compleat;
(iv) do not require the consent, authorization by, or approval
of, or notice to, or filing or registration with, any governmental
authority or any other Person, other than those which have been
obtained and copies of which have been delivered to the Administrative
Lender, each of which is in full force and effect.
(b) This Agreement has been duly executed and delivered by Compleat.
(c) This Agreement is the legal, valid and binding obligation of
Compleat, enforceable against Compleat in accordance with its terms, except
as enforceability may be limited by applicable Debtor Relief Laws and
general principles of equity.
3. Conditions of Effectiveness. This Agreement shall be effective as of
---------------------------
the date first above written, subject to the following:
(a) The Administrative Lender shall have received counterparts of
this Agreement executed by Compleat and acknowledged by the Existing
Guarantors;
(b) The Administrative Lender shall have received an Officer's
Certificate of Compleat, containing (i) the Certificate of Incorporation of
Compleat, (ii) bylaws of Compleat, (iii) certified corporate resolutions of
the Board of Directors of Compleat authorizing Compleat to enter into this
Agreement and the documents, transactions and matters contemplated hereby,
and (iv) the names and true signatures of the officers of Compleat
authorized to execute and deliver this Agreement on behalf of Compleat.
(c) The Administrative Lender shall have received an executed copy of
the Agreement and Adoption of Subordination Agreement executed by all
parties thereto.
- 2 -
4. Reference to the Subsidiary Guaranty.
------------------------------------
(a) Upon the effectiveness of this Agreement, each reference
in the Subsidiary Guaranty to this "Guaranty", "hereunder", or words
of like import shall mean and be a reference to the Subsidiary
Guaranty, as affected hereby.
(b) The Subsidiary Guaranty, as affected hereby, shall remain
in full fore and effect and is hereby ratified and confirmed.
5. Costs, Expenses and Taxes. Compleat agrees to pay on demand all
-------------------------
reasonable costs and expenses of Administrative Lender in connection with the
preparation, reproduction, execution and delivery of this Agreement and the
other instruments and documents to be delivered hereunder (including the
reasonable fees and out-of-pocket expenses of counsel for the Administrative
Lender with respect thereto).
6. Execution In Counterparts. This Agreement may be executed in any
-------------------------
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which when taken together shall constitute but one and the same
instrument.
7. Governing Law; Binding Effect. This Agreement shall be governed
-----------------------------
by and construed in accordance with the laws of the State of Texas and shall be
binding upon Borrower and each Lender and their respective successors and
assigns.
8. Headings. Section headings in this Agreement are included herein
--------
for convenience of reference only and shall not constitute a part of this
Agreement for any other purpose.
===============================================================================
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
===============================================================================
- 3 -
IN WITNESS WHEREOF, Compleat has caused this Agreement to be duly executed
and delivered by its duly authorized officer on the date first above written.
PCS COMPLEAT, INC.
By: /s/ Gordon B. Hoffstein
-----------------------------
Name: Gordon B. Hoffstein
------------------------
Title: Chief Executive Officer
------------------------
Address for PCs Compleat, Inc.
c/o CompUSA Inc.
14951 North Dallas Parkway
Dallas, Texas 75240
Attention: James E. Skinner
Executive Vice President-Finance
The undersigned Existing Guarantors hereby
acknowledge this Agreement and confirm that
their obligations in respect of the Subsidiary
Guaranty remain in full force and effect:
COMPFINANCE INC.
By: __________________________
Name:_____________________
Title:____________________
COMPSERVICE INC.
By:____________________________
Name:_____________________
Title:____________________
- 4 -
IN WITNESS WHEREOF, Compleat has caused this Agreement to be duly executed
and delivered by its duly authorized officer on the date first above written.
PCS COMPLEAT, INC.
By: ________________________
Name:___________________
Title:__________________
Address for PCs Compleat, Inc.
c/o CompUSA Inc.
14951 North Dallas Parkway
Dallas, Texas 75240
Attention: James E. Skinner
Executive Vice President-Finance
The undersigned Existing Guarantors hereby
acknowledge this Agreement and confirm that
their obligations in respect of the Subsidiary
Guaranty remain in full force and effect:
COMPFINANCE INC.
By: /s/ JOAN L. DOBROZYNSKI
--------------------------
Name: JOAN L. DOBROZYNSKI
---------------------
Title: PRESIDENT
--------------------
COMPSERVICE INC.
By: /s/ JOAN L. DOBROZYNSKI
--------------------------
Name: JOAN L. DOBROZYNSKI
---------------------
Title: PRESIDENT
--------------------
- 4 -
COMPTEAM INC.
By: /s/ Mark R. Walker
--------------------------
Name: Mark R. Walker
---------------------
Title: Vice President-Secretary
--------------------
COMPUSA HOLDINGS II INC.
By: /s/ Mark R. Walker
---------------------------
Name: Mark R. Walker
--------------------
Title: Vice President- Secretary
--------------------
- 5 -
AGREEMENT AND ADOPTION OF SUBSIDIARY GUARANTY
THIS AGREEMENT AND ADOPTION OF SUBSIDIARY GUARANTY (this "Agreement"),
dated as of February 7, 1996 is executed by CompUSA Holdings I Inc., a Delaware
corporation ("Holdings"), in favor of the Administrative Lender and the Lenders
(each as defined in the Credit Agreement referred to below).
BACKGROUND
1. CompUSA Inc., a Delaware corporation ("Company"), the Administrative
Lender and the Lenders have entered into a Credit Agreement, dated as of June
16, 1995 (said Credit Agreement, as amended or otherwise modified from time to
time, being the "Credit Agreement"). The capitalized terms not otherwise defined
herein shall have the meanings specified in the Credit Agreement.
2. CompFinance Inc., a Delaware corporation ("CompFinance"), and
CompService Inc., a Delaware corporation ("CompService"), entered into that
certain Subsidiary Guaranty, dated as June 16, 1995 (the "Subsidiary Guaranty").
On December 1, 1995, the Company formed CompTeam Inc., a Delaware corporation
("CompTeam"), a wholly-owned Subsidiary of the Company, and CompTeam immediately
became a party to the Subsidiary Guaranty (CompFinance, CompService and CompTeam
being collectively the "Existing Guarantors").
3. On February 7, 1996, the Company formed Holdings, a wholly-owned
subsidiary of the Company.
4. Section 7.3(d) of the Credit Agreement requires that Holdings
immediately become a party to the Subsidiary Guaranty.
5. The Board of Directors of Holdings has determined that the Advances
made and to be made to the Company under the Credit Agreement may reasonably be
expected to benefit, directly or indirectly, Holdings.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained hereinafter and contained in the Credit Agreement and the other Loan
Documents, the parties hereto agree as follows:
1. Agreement. Holdings hereby unconditionally agrees to be a Guarantor
---------
under the Subsidiary Guaranty, and agrees to be bound by the Subsidiary Guaranty
and to undertake the duties, liabilities and obligations of a Guarantor under
the Subsidiary Guaranty to the same extent as if originally named therein as a
Guarantor.
2. Representations and Warranties. By its execution and delivery hereof,
------------------------------
Holdings represents and warrants to the Lenders as follows:
(a) The execution, delivery and performance by Holdings of this
Agreement and each other document and instrument to be delivered hereunder:
(i) are within Holdings's corporate power;
(ii) have been duly authorized by all necessary corporate
action, including, without limitation, the consent of shareholders
required;
(iii) will not (A) contravene its Certificate of Incorporation
or bylaws, or (B) conflict with or result in a breach of, or
constitute a default under, or result in or permit the termination or
acceleration of, any agreement or other contractual obligation of
Holdings;
(iv) do not require the consent, authorization by, or approval
of, or notice to, or filing or registration with, any governmental
authority or any other Person, other than those which have been
obtained and copies of which have been delivered to the Administrative
Lender, each of which is in full force and effect.
(b) This Agreement has been duly executed and delivered by Holdings.
(c) This Agreement is the legal, valid and binding obligation of
Holdings, enforceable against Holdings in accordance with its terms, except
as enforceability may be limited by applicable Debtor Relief Laws and
general principles of equity.
3. Conditions of Effectiveness. This Agreement shall be effective as of
---------------------------
the date first above written, subject to the following:
(a) The Administrative Lender shall have received counterparts of
this Agreement executed by Holdings and acknowledged by the Existing
Guarantors;
(b) The Administrative Lender shall have received an Officer's
Certificate of Holdings, containing (i) the Certificate of Incorporation of
Holdings, (ii) bylaws of Holdings, (iii) certified corporate resolutions of
the Board of Directors of Holdings authorizing Holdings to enter into this
Agreement and the documents, transactions and matters contemplated hereby,
and (iv) the names and true signatures of the officers of Holdings
authorized to execute and deliver this Agreement on behalf of Holdings.
(c) The Administrative Lender shall have received an executed copy of
the Agreement and Adoption of Subordination Agreement executed by all
parties thereto.
- 2 -
4. Reference to the Subsidiary Guaranty.
------------------------------------
(a) Upon the effectiveness of this Agreement, each reference in the
Subsidiary Guaranty to this "Guaranty", "hereunder", or words of like
import shall mean and be a reference to the Subsidiary Guaranty, as
affected hereby.
(b) The Subsidiary Guaranty, as affected hereby, shall remain in full
fore and effect and is hereby ratified and confirmed.
5. Costs, Expenses and Taxes. Holdings agrees to pay on demand all
-------------------------
reasonable costs and expenses of Administrative Lender in connection with the
preparation, reproduction, execution and delivery of this Agreement and the
other instruments and documents to be delivered hereunder (including the
reasonable fees and out-of-pocket expenses of counsel for the Administrative
Lender with respect thereto).
6. Execution In Counterparts. This Agreement may be executed in any
-------------------------
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which when taken together shall constitute but one and the same
instrument.
7. Governing Law; Binding Effect. This Agreement shall be governed by and
-----------------------------
construed in accordance with the laws of the State of Texas and shall be binding
upon Borrower and each Lender and their respective successors and assigns.
8. Headings. Section headings in this Agreement are included herein for
--------
convenience of reference only and shall not constitute a part of this Agreement
for any other purpose.
================================================================================
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
================================================================================
- 3 -
IN WITNESS WHEREOF, Holdings has caused this Agreement to be duly executed
and delivered by its duly authorized officer on the date first above written.
COMPUSA HOLDINGS I INC.
By: _______________________________
Name:__________________________
Title:_________________________
Address for CompUSA Holdings I Inc.:
c/o CompUSA Inc.
14951 North Dallas Parkway
Dallas, Texas 75240
Attention: James E. Skinner
Executive Vice President-Finance
The undersigned Existing Guarantors hereby
acknowledge this Agreement and confirm that
their obligations in respect of the Subsidiary
Guaranty remain in full force and effect:
COMPFINANCE INC.
By: ________________________________
Name:___________________________
Title:__________________________
COMPSERVICE INC.
By: ________________________________
Name:___________________________
Title:__________________________
- 4 -
COMPTEAM INC.
By: ________________________________
Name:___________________________
Title:__________________________
- 5 -
AGREEMENT AND ADOPTION OF SUBSIDIARY GUARANTY
THIS AGREEMENT AND ADOPTION OF SUBSIDIARY GUARANTY (this "Agreement"),
dated as of May 31, 1996 is executed by CompUSA Management Company, a Delaware
business trust ("Management"), in favor of the Administrative Lender and the
Lenders (each as defined in the Credit Agreement referred to below).
BACKGROUND
1. CompUSA Inc., a Delaware corporation ("Company"), the Administrative
Lender and the Lenders have entered into a Credit Agreement, dated as of June
16, 1995 (said Credit Agreement, as amended or otherwise modified from time to
time, being the "Credit Agreement"). The capitalized terms not otherwise defined
herein shall have the meanings specified in the Credit Agreement.
2. CompFinance Inc., a Delaware corporation ("CompFinance"), and
CompService Inc., a Delaware corporation ("CompService"), entered into that
certain Subsidiary Guaranty, dated as June 16, 1995 (the "Subsidiary Guaranty").
On December 1, 1995, the Company formed CompTeam Inc., a Delaware corporation
("CompTeam"), a wholly-owned Subsidiary of the Company, and CompTeam immediately
became a party to the Subsidiary Guaranty. On February 7, 1996, the Company
formed CompUSA Holdings I Inc., a Delaware corporation ("Holdings I") and a
wholly-owned Subsidiary of the Company, and CompUSA Holdings II Inc., a Delaware
corporation ("Holdings II") and a wholly-owned Subsidiary of the Company, and
each of which immediately became a party to the Subsidiary Guaranty. On May 30,
1996, PCs Compleat, Inc., a Delaware corporation ("Compleat"), became a wholly-
owned Subsidiary of the Company, and Compleat immediately became a party to the
Subsidiary Guaranty (CompFinance, CompService, CompTeam, Holdings I, Holdings II
and Compleat being collectively the "Existing Guarantors").
3. On May 31, 1996, the Company formed Management, a wholly-owned
subsidiary of the Company.
4. Section 7.3(d) of the Credit Agreement requires that Management
immediately become a party to the Subsidiary Guaranty.
5. The Regular Trustees of Management have determined that the Advances
made and to be made to the Company under the Credit Agreement may reasonably be
expected to benefit, directly or indirectly, Management.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained hereinafter and contained in the Credit Agreement and the other Loan
Documents, the parties hereto agree as follows:
1. Agreement. Management hereby unconditionally agrees to be a Guarantor
---------
under the Subsidiary Guaranty, and agrees to be bound by the Subsidiary Guaranty
and to undertake the duties, liabilities and obligations of a Guarantor under
the Subsidiary Guaranty to the same extent as if originally named therein as a
Guarantor.
2. Representations and Warranties. By its execution and delivery hereof,
------------------------------
Management represents and warrants to the Lenders as follows:
(a) The execution, delivery and performance by Management of this
Agreement and each other document and instrument to be delivered hereunder:
(i) are within Management's corporate power;
(ii) have been duly authorized by all necessary corporate
action, including, without limitation, the consent of shareholders
required;
(iii) will not (A) contravene its Certificate of Incorporation
or bylaws, or (B) conflict with or result in a breach of, or
constitute a default under, or result in or permit the termination or
acceleration of, any agreement or other contractual obligation of
Management;
(iv) do not require the consent, authorization by, or approval
of, or notice to, or filing or registration with, any governmental
authority or any other Person, other than those which have been
obtained and copies of which have been delivered to the Administrative
Lender, each of which is in full force and effect.
(b) This Agreement has been duly executed and delivered by
Management.
(c) This Agreement is the legal, valid and binding obligation of
Management, enforceable against Management in accordance with its terms,
except as enforceability may be limited by applicable Debtor Relief Laws
and general principles of equity.
3. Conditions of Effectiveness. This Agreement shall be effective as of
---------------------------
the date first above written, subject to the following:
(a) The Administrative Lender shall have received counterparts of
this Agreement executed by Management and acknowledged by the Existing
Guarantors;
(b) The Administrative Lender shall have received a Certificate of
Management, containing (i) a copy of the Certificate of Trust of
Management, (ii) a copy of the Agreement and Declaration of Trust, and
(iii) the names and true signatures of the Regular Trustees of Management
authorized to execute and deliver this Agreement on behalf of Management.
-2-
(c) The Administrative Lender shall have received an executed copy of
the Agreement and Adoption of Subordination Agreement executed by all
parties thereto.
4. Reference to the Subsidiary Guaranty.
------------------------------------
(a) Upon the effectiveness of this Agreement, each reference in the
Subsidiary Guaranty to this "Guaranty", "hereunder", or words of like
import shall mean and be a reference to the Subsidiary Guaranty, as
affected hereby.
(b) The Subsidiary Guaranty, as affected hereby, shall remain in full
fore and effect and is hereby ratified and confirmed.
5. Costs, Expenses and Taxes. Management agrees to pay on demand all
-------------------------
reasonable costs and expenses of Administrative Lender in connection with the
preparation, reproduction, execution and delivery of this Agreement and the
other instruments and documents to be delivered hereunder (including the
reasonable fees and out-of-pocket expenses of counsel for the Administrative
Lender with respect thereto).
6. Execution In Counterparts. This Agreement may be executed in any
-------------------------
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which when taken together shall constitute but one and the same
instrument.
7. Governing Law; Binding Effect. This Agreement shall be governed by and
-----------------------------
construed in accordance with the laws of the State of Texas and shall be binding
upon Borrower and each Lender and their respective successors and assigns.
8. Headings. Section headings in this Agreement are included herein for
--------
convenience of reference only and shall not constitute a part of this Agreement
for any other purpose.
================================================================================
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
================================================================================
-3-
IN WITNESS WHEREOF, Management has caused this Agreement to be duly
executed and delivered by its duly authorized officer on the date first above
written.
COMPUSA MANAGEMENT COMPANY
By: _______________________
James E. Skinner
Executive Vice President-Finance
and Treasurer
Address for CompUSA Management Company:
c/o CompUSA Inc.
14951 North Dallas Parkway
Dallas, Texas 75240
Attention: James E. Skinner
Executive Vice President-Finance
The undersigned Existing Guarantors hereby
acknowledge this Agreement and confirm that
their obligations in respect of the Subsidiary
Guaranty remain in full force and effect:
COMPFINANCE INC.
By: _______________________________
Name:__________________________
Title:_________________________
COMPSERVICE INC.
By: _______________________________
Name:__________________________
Title:_________________________
-4-
COMPTEAM INC.
By: ________________________________
Melvin D. McCall
Senior Vice President-Human Resources
COMPUSA HOLDINGS I INC.
By: ________________________________
Melvin D. McCall
Senior Vice President-Human Resources
COMPUSA HOLDINGS II INC.
By: ________________________________
Melvin D. McCall
Senior Vice President-Human Resources
PCs COMPLEAT, INC.
By: ________________________________
Name:___________________________
Title:__________________________
-5-
AGREEMENT AND ADOPTION OF SUBSIDIARY GUARANTY
THIS AGREEMENT AND ADOPTION OF SUBSIDIARY GUARANTY (this "Agreement"),
dated as of June 3, 1996 is executed by CompUSA Stores L.P., a Texas limited
partnership ("Stores"), in favor of the Administrative Lender and the Lenders
(each as defined in the Credit Agreement referred to below).
BACKGROUND
1. CompUSA Inc., a Delaware corporation ("Company"), the Administrative
Lender and the Lenders have entered into a Credit Agreement, dated as of June
16, 1995 (said Credit Agreement, as amended or otherwise modified from time to
time, being the "Credit Agreement"). The capitalized terms not otherwise defined
herein shall have the meanings specified in the Credit Agreement.
2. CompFinance Inc., a Delaware corporation ("CompFinance"), and
CompService Inc., a Delaware corporation ("CompService"), entered into that
certain Subsidiary Guaranty, dated as June 16, 1995 (the "Subsidiary Guaranty").
On December 1, 1995, the Company formed CompTeam Inc., a Delaware corporation
("CompTeam"), a wholly-owned Subsidiary of the Company, and CompTeam immediately
became a party to the Subsidiary Guaranty. On February 7, 1996, the Company
formed CompUSA Holdings I Inc., a Delaware corporation ("Holdings I") and a
wholly-owned Subsidiary of the Company, and CompUSA Holdings II Inc., a Delaware
corporation ("Holdings II") and a wholly-owned Subsidiary of the Company, and
each of which immediately became a party to the Subsidiary Guaranty. On May 30,
1996, PCs Compleat, Inc., a Delaware corporation ("Compleat"), became a wholly-
owned Subsidiary of the Company, and Compleat immediately became a party to the
Subsidiary Guaranty. On May 31, 1996, the Company formed CompUSA Management
Company, a Delaware business trust ("Management") and a wholly-owned Subsidiary
of the Company, and Management immediately became a party to the Subsidiary
Guaranty (CompFinance, CompService, CompTeam, Holdings I, Holdings II, Compleat
and Management being collectively the "Existing Guarantors").
3. On June 3, 1996, the Company and Holdings I formed Stores. The Company
is a 1% general partner of Stores and Holdings I is a 99% limited partner of
Stores.
4. Section 7.3(d) of the Credit Agreement requires that Stores
immediately become a party to the Subsidiary Guaranty.
5. The Board of Directors of the Company and Holdings I have determined
that the Advances made and to be made to the Company under the Credit Agreement
may reasonably be expected to benefit, directly or indirectly, Stores.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained hereinafter and contained in the Credit Agreement and the other Loan
Documents, the parties hereto agree as follows:
1. Agreement. Stores hereby unconditionally agrees to be a Guarantor
---------
under the Subsidiary Guaranty, and agrees to be bound by the Subsidiary Guaranty
and to undertake the duties, liabilities and obligations of a Guarantor under
the Subsidiary Guaranty to the same extent as if originally named therein as a
Guarantor.
2. Representations and Warranties. By its execution and delivery hereof,
------------------------------
Stores represents and warrants to the Lenders as follows:
(a) The execution, delivery and performance by Stores of this
Agreement and each other document and instrument to be delivered hereunder:
(i) are within Stores's corporate power;
(ii) have been duly authorized by all necessary corporate
action, including, without limitation, the consent of shareholders
required;
(iii) will not (A) contravene its Certificate of Incorporation or
bylaws, or (B) conflict with or result in a breach of, or constitute a
default under, or result in or permit the termination or acceleration
of, any agreement or other contractual obligation of Stores;
(iv) do not require the consent, authorization by, or approval
of, or notice to, or filing or registration with, any governmental
authority or any other Person, other than those which have been
obtained and copies of which have been delivered to the Administrative
Lender, each of which is in full force and effect.
(b) This Agreement has been duly executed and delivered by Stores.
(c) This Agreement is the legal, valid and binding obligation of
Stores, enforceable against Stores in accordance with its terms, except as
enforceability may be limited by applicable Debtor Relief Laws and general
principles of equity.
3. Conditions of Effectiveness. This Agreement shall be effective as of
---------------------------
the date first above written, subject to the following:
(a) The Administrative Lender shall have received counterparts of
this Agreement executed by Stores and acknowledged by the Existing Guarantors;
(b) The Administrative Lender shall have received a Certificate of
the Company, in its capacity as general partner of Stores, containing (i) a copy
of the Certificate of Limited Partnership of Stores, (ii) a copy of the
Agreement of Limited Partnership of Stores, and (iii) the names and true
signatures of the officers of the Company authorized to execute and deliver this
Agreement on behalf of Stores.
- 2 -
(c) The Administrative Lender shall have received an executed copy of
the Agreement and Adoption of Subordination Agreement executed by all
parties thereto.
4. Reference to the Subsidiary Guaranty.
------------------------------------
(a) Upon the effectiveness of this Agreement, each reference in the
Subsidiary Guaranty to this "Guaranty", "hereunder", or words of like
import shall mean and be a reference to the Subsidiary Guaranty, as
affected hereby.
(b) The Subsidiary Guaranty, as affected hereby, shall remain in full
fore and effect and is hereby ratified and confirmed.
5. Costs, Expenses and Taxes. Stores agrees to pay on demand all
-------------------------
reasonable costs and expenses of Administrative Lender in connection with the
preparation, reproduction, execution and delivery of this Agreement and the
other instruments and documents to be delivered hereunder (including the
reasonable fees and out-of-pocket expenses of counsel for the Administrative
Lender with respect thereto).
6. Execution In Counterparts. This Agreement may be executed in any
-------------------------
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which when taken together shall constitute but one and the same
instrument.
7. Governing Law; Binding Effect. This Agreement shall be governed by
-----------------------------
and construed in accordance with the laws of the State of Texas and shall be
binding upon Borrower and each Lender and their respective successors and
assigns.
8. Headings. Section headings in this Agreement are included herein for
--------
convenience of reference only and shall not constitute a part of this Agreement
for any other purpose.
================================================================================
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
================================================================================
- 3 -
IN WITNESS WHEREOF, Stores has caused this Agreement to be duly executed
and delivered by its duly authorized officer on the date first above written.
COMPUSA STORES L.P.
By: COMPUSA INC., its general partner
By: ____________________________
Harold F. Compton
Executive Vice President and
Chief Operating Officer
Address for CompUSA Stores L.P.
c/o CompUSA Inc.
14951 North Dallas Parkway
Dallas, Texas 75240
Attention: James E. Skinner
Executive Vice President-Finance
The undersigned Existing Guarantors hereby
acknowledge this Agreement and confirm that
their obligations in respect of the Subsidiary
Guaranty remain in full force and effect:
COMPFINANCE INC.
By: ____________________________
Name:_______________________
Title:______________________
COMPSERVICE INC.
By: ____________________________
Name:_______________________
Title:______________________
- 4 -
COMPTEAM INC.
By: ________________________________
Melvin D. McCall
Senior Vice President-Human Resources
COMPUSA HOLDINGS I INC.
By: ________________________________
Melvin D. McCall
Senior Vice President-Human Resources
COMPUSA HOLDINGS II INC.
By: ________________________________
Melvin D. McCall
Senior Vice President-Human Resources
PCs COMPLEAT, INC.
By: ________________________________
Name:___________________________
Title:__________________________
COMPUSA MANAGEMENT COMPANY
By: ________________________________
James E. Skinner
Executive Vice President-Finance
and Treasurer
- 5 -
AGREEMENT AND ADOPTION OF SUBSIDIARY GUARANTY
THIS AGREEMENT AND ADOPTION OF SUBSIDIARY GUARANTY (this "Agreement"),
dated as of June 14, 1996 is executed by CompUSA Holdings Company, a Delaware
business trust ("Holdings"), in favor of the Administrative Lender and the
Lenders (each as defined in the Credit Agreement referred to below).
BACKGROUND
1. CompUSA Inc., a Delaware corporation ("Company"), the Administrative
Lender and the Lenders have entered into a Credit Agreement, dated as of June
16, 1995 (said Credit Agreement, as amended or otherwise modified from time to
time, being the "Credit Agreement"). The capitalized terms not otherwise defined
herein shall have the meanings specified in the Credit Agreement.
2. CompFinance Inc., a Delaware corporation ("CompFinance"), and
CompService Inc., a Delaware corporation ("CompService"), entered into that
certain Subsidiary Guaranty, dated as June 16, 1995 (the "Subsidiary Guaranty").
On December 1, 1995, the Company formed CompTeam Inc., a Delaware corporation
("CompTeam"), a wholly-owned Subsidiary of the Company, and CompTeam immediately
became a party to the Subsidiary Guaranty. On February 7, 1996, the Company
formed CompUSA Holdings I Inc., a Delaware corporation ("Holdings I") and a
wholly-owned Subsidiary of the Company, and CompUSA Holdings II Inc., a Delaware
corporation ("Holdings II") and a wholly-owned Subsidiary of the Company, and
each of which immediately became a party to the Subsidiary Guaranty. On May 30,
1996, PCs Compleat, Inc., a Delaware corporation ("Compleat"), became a wholly-
owned Subsidiary of the Company, and Compleat immediately became a party to the
Subsidiary Guaranty. On May 31, 1996, the Company formed CompUSA Management
Company, a Delaware business trust ("Management") and a wholly-owned Subsidiary
of the Company, and Management immediately became a party to the Subsidiary
Guaranty. On June 3, 1996, the Company formed CompUSA Stores L.P., a Texas
limited partnership ("Stores") and a wholly-owned Subsidiary of the Company, and
Stores immediately became a party to the Subsidiary Guaranty (CompFinance,
CompService, CompTeam, Holdings I, Holdings II, Compleat, Management and Stores
being collectively the "Existing Guarantors").
3. On June 14, 1996, the Company formed Holdings, a wholly-owned
subsidiary of the Company.
4. Section 7.3(d) of the Credit Agreement requires that Holdings
immediately become a party to the Subsidiary Guaranty.
5. The Regular Trustees of Holdings have determined that the Advances
made and to be made to the Company under the Credit Agreement may reasonably be
expected to benefit, directly or indirectly, Holdings.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained hereinafter and contained in the Credit Agreement and the other Loan
Documents, the parties hereto agree as follows:
1. Agreement. Holdings hereby unconditionally agrees to be a Guarantor
---------
under the Subsidiary Guaranty, and agrees to be bound by the Subsidiary Guaranty
and to undertake the duties, liabilities and obligations of a Guarantor under
the Subsidiary Guaranty to the same extent as if originally named therein as a
Guarantor.
2. Representations and Warranties. By its execution and delivery hereof,
------------------------------
Holdings represents and warrants to the Lenders as follows:
(a) The execution, delivery and performance by Holdings of this
Agreement and each other document and instrument to be delivered hereunder:
(i) are within Holdings's corporate power;
(ii) have been duly authorized by all necessary corporate
action, including, without limitation, the consent of shareholders
required;
(iii) will not (A) contravene its Certificate of Incorporation
or bylaws, or (B) conflict with or result in a breach of, or
constitute a default under, or result in or permit the termination or
acceleration of, any agreement or other contractual obligation of
Holdings;
(iv) do not require the consent, authorization by, or approval
of, or notice to, or filing or registration with, any governmental
authority or any other Person, other than those which have been
obtained and copies of which have been delivered to the Administrative
Lender, each of which is in full force and effect.
(b) This Agreement has been duly executed and delivered by Holdings.
(c) This Agreement is the legal, valid and binding obligation of
Holdings, enforceable against Holdings in accordance with its terms, except
as enforceability may be limited by applicable Debtor Relief Laws and
general principles of equity.
3. Conditions of Effectiveness. This Agreement shall be effective as of
---------------------------
the date first above written, subject to the following:
(a) The Administrative Lender shall have received counterparts of
this Agreement executed by Holdings and acknowledged by the Existing
Guarantors;
(b) The Administrative Lender shall have received a Certificate of
Holdings, containing (i) a copy of the Certificate of Trust of Holdings,
(ii) a copy of the Agreement
-2-
and Declaration of Trust, and (iii) the names and true signatures of the
Regular Trustees of Holdings authorized to execute and deliver this
Agreement on behalf of Holdings.
(c) The Administrative Lender shall have received an executed copy of
the Agreement and Adoption of Subordination Agreement executed by all
parties thereto.
4. Reference to the Subsidiary Guaranty.
------------------------------------
(a) Upon the effectiveness of this Agreement, each reference in the
Subsidiary Guaranty to this "Guaranty", "hereunder", or words of like
import shall mean and be a reference to the Subsidiary Guaranty, as
affected hereby.
(b) The Subsidiary Guaranty, as affected hereby, shall remain in full
fore and effect and is hereby ratified and confirmed.
5. Costs, Expenses and Taxes. Holdings agrees to pay on demand all
-------------------------
reasonable costs and expenses of Administrative Lender in connection with the
preparation, reproduction, execution and delivery of this Agreement and the
other instruments and documents to be delivered hereunder (including the
reasonable fees and out-of-pocket expenses of counsel for the Administrative
Lender with respect thereto).
6. Execution In Counterparts. This Agreement may be executed in any
-------------------------
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which when taken together shall constitute but one and the same
instrument.
7. Governing Law; Binding Effect. This Agreement shall be governed by and
-----------------------------
construed in accordance with the laws of the State of Texas and shall be binding
upon Borrower and each Lender and their respective successors and assigns.
8. Headings. Section headings in this Agreement are included herein for
--------
convenience of reference only and shall not constitute a part of this Agreement
for any other purpose.
================================================================================
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
================================================================================
-3-
IN WITNESS WHEREOF, Holdings has caused this Agreement to be duly executed
and delivered by its duly authorized officer on the date first above written.
COMPUSA HOLDINGS COMPANY
By: ____________________________
James F. Halpin
President
Address for CompUSA Holdings Company:
c/o CompUSA Inc.
14951 North Dallas Parkway
Dallas, Texas 75240
Attention: James E. Skinner
Executive Vice President-Finance
The undersigned Existing Guarantors hereby
acknowledge this Agreement and confirm that
their obligations in respect of the Subsidiary
Guaranty remain in full force and effect:
COMPFINANCE INC.
By: ________________________________
Name:___________________________
Title:__________________________
COMPSERVICE INC.
By: ________________________________
Name:___________________________
Title:__________________________
-4-
COMPTEAM INC.
By: ________________________________
Melvin D. McCall
Senior Vice President-Human Resources
COMPUSA HOLDINGS I INC.
By: ________________________________
Melvin D. McCall
Senior Vice President-Human Resources
COMPUSA HOLDINGS II INC.
By: ________________________________
Melvin D. McCall
Senior Vice President-Human Resources
PCs COMPLEAT, INC.
By: ________________________________
Name:___________________________
Title:__________________________
COMPUSA MANAGEMENT COMPANY
By: ________________________________
James E. Skinner
Executive Vice President-Finance
and Treasurer
-5-
COMPUSA STORES L.P.
By: COMPUSA INC., its General Partner
By: ______________________________
Harold F. Compton
Executive Vice President and Chief
Operating Officer
-6-