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EXHIBIT 9
14951 North Dallas Parkway
Dallas, Texas 75240
January 23, 2000
GRUPO SANBORNS, S.A. de C.V.
Av. San Fernando 649
Colonia Pena Pobre, Tlalpan
Mexico, D.F. 14060
Mexico
Dear Sirs:
We expect to provide certain information concerning CompUSA Inc. (together
with its subsidiaries, the "Company") to Grupo Sanborns, S.A. de C.V. ("Grupo
Sanborns") and its affiliates, including, TPC Acquisition Corp. ("TPC") (all
such affiliates, together with Grupo Sanborns, "you"), in connection with the
Merger Agreement, dated the date hereof, between the Company, Grupo Sanborns and
TPC (the "Merger Agreement"). All such information, whether written or oral,
furnished to you or your Representatives (as defined below), now or in the
future, by or on behalf of the Company (whether prepared by the Company, its
advisors or otherwise), together with analyses, compilations, studies or other
documents or records prepared by you or your Representatives which contain or
otherwise reflect or are generated from such information, are collectively
referred to herein as the "Evaluation Material."
In consideration of the Company's furnishing you with the Evaluation
Material, the Company and you agree to the following (it being understood that
you are also agreeing to cause your affiliates to comply with the provisions
hereof):
1. You will use the Evaluation Material solely in connection with the
transactions provided for by the Merger Agreement and not in any way
directly or indirectly detrimental to the Company. All Evaluation Material
shall be kept confidential by you, except that you may disclose the
Evaluation Material or portions thereof (i) to the extent required in any
legal proceeding or by applicable laws, regulations or other legal
requirements in connection with effecting the transactions provided for by
the Merger Agreement (including in filings made with regulatory authorities
or required to be disclosed in tender offer or proxy materials) and (ii) to
those of your directors, officers, employees and advisors (the persons to
whom such disclosure is permissible being collectively called
"Representatives") who need to know such information solely in connection
with the transactions provided for by the Merger Agreement (it being
understood that, before disclosing the Evaluation Material to such
Representatives, you will inform such Representatives of the confidential
nature of the Evaluation Material and that, by receiving such information,
they are agreeing to be bound by the terms of this Agreement). You agree to
be responsible for any breach of this Agreement by your Representatives. In
the event that you or any of your Representatives becomes legally compelled
(by deposition, interrogatory, request for documents, subpoena, civil
investigative demand or similar process) to disclose any of the Evaluation
Material, you shall provide the Company with prompt prior written notice of
such requirement so that the Company may seek a protective order or other
appropriate remedy and/or waive compliance with the terms of this
Agreement. In the event that such protective order or other remedy is not
obtained, you shall furnish only that portion of the Evaluation Material
which is legally required and shall use your reasonable best efforts to
obtain assurance that confidential treatment will be accorded such
Evaluation Material.
2. The term "Evaluation Material" does not include any information
that (a) at the time of disclosure or thereafter is generally available to
and known by the public (other than as a result of a disclosure in
violation of this Agreement directly or indirectly by you or your
Representatives), (b) was
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available to you on a nonconfidential basis from a source other than the
Company or its advisors, provided that such source was not known by you to
be bound by a confidentiality agreement regarding the disclosing party, or
(c) has been independently acquired or developed by you without violating
any of your obligations under this Agreement.
3. Upon any termination of the Merger Agreement, you will, upon the
request of the Company, destroy or return to the Company all copies of the
Evaluation Material in your possession or in the possession of your
Representatives.
4. The term "person" as used in this Agreement will be interpreted
broadly to include, without limitation, any governmental authority,
corporation, company, partnership, limited liability company, joint
venture, trust or individual. The provisions of Sections 9.02 through 9.06
of the Merger Agreement shall be deemed applicable to this Agreement as
well.
If you agree with the foregoing, please sign and return a copy of this
letter, which will constitute our agreement with respect to the subject matter
of this letter.
Very truly yours,
COMPUSA INC.
By:
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Name:
Title:
Accepted and agreed as
of the date written above.
GRUPO SANBORNS, S.A. de C.V.
By:
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Name:
Title: