EXHIBIT 10.4
SUBSIDIARY GUARANTY
THIS SUBSIDIARY GUARANTY, dated as of March 12, 1998 (this "Guaranty"), is
made by CompUSA Holdings II Inc., a Delaware corporation, PCs Compleat, Inc., a
Delaware corporation, CompUSA Holdings I Inc., a Delaware corporation, CompTeam
Inc., a Delaware corporation, CompUSA Management Company, a Delaware business
trust, CompUSA Stores L.P., a Texas limited partnership, and CompUSA Holdings
Company, a Delaware business trust (the "Guarantors"), of the obligations of
CompUSA Inc., a Delaware corporation ("Company"), under the Credit Agreement
(defined below) among the Company, NationsBank of Texas, N.A. as Administrative
Lender ("Administrative Lender"), and the lenders that are parties to the Credit
Agreement (singly, a "Lender" and collectively, the "Lenders").
BACKGROUND
1. The Company, the Administrative Lender, and the Lenders have entered
into a Second Amended and Restated Credit Agreement, dated as of March 12, 1998
(said Credit Agreement, as it may hereafter be amended or otherwise modified
from time to time, being the "Credit Agreement"). The capitalized terms not
otherwise defined herein have the meanings specified in the Credit Agreement.
2. Pursuant to the Credit Agreement, the Company may, subject to the
terms of the Credit Agreement and the other Loan Documents, request that the
Lenders make Advances.
3. It is a requirement of Section 7.3(b) of the Credit Agreement that
each Guarantor guarantee repayment of the Obligations upon the terms and
conditions set forth herein.
4. The Board of Directors or regular trustees of either each Guarantor or
its general partner, as appropriate, has determined that the execution,
delivery, and performance of this Guaranty is necessary and convenient to the
conduct, promotion, and attainment of each such Guarantor's business.
5. The Guarantors desire to induce the Lenders to make such Advances,
which may reasonably be expected to benefit, directly or indirectly, each
Guarantor.
NOW, THEREFORE, in consideration of the premises and in order to induce the
Lenders to make Advances under the Credit Agreement, the Guarantors hereby agree
as follows:
1. GUARANTY.
(a) Each Guarantor, jointly and severally, hereby unconditionally
guarantees the punctual payment of, and promises to pay, when due, whether
at stated maturity, by mandatory prepayment, by acceleration or otherwise,
all obligations, indebtedness and
liabilities, and all rearrangements, renewals and extensions of all or
any part thereof, of the Company or any Subsidiary now or hereafter
arising from, by virtue of or pursuant to the Credit Agreement, the
Notes, any other Loan Document, and any and all renewals and extensions
thereof, or any part thereof, or future amendments thereto, whether for
principal, interest (including, without limitation, interest, fees and
other charges that would accrue or become owing both prior to and
subsequent to and but for the commencement of any proceeding against or
with respect to the Company under any chapter of the Bankruptcy Code of
1978, 11 U.S.C. Section 101 ET SEQ. whether or not a claim is allowed
for the same in any such proceeding), premium, fees, commissions,
expenses or otherwise (such obligations being the "Obligation"), and
agrees to pay any and all reasonable expenses (including reasonable
counsel fees and expenses) incurred in enforcement or collection of all
or any part thereof, whether such obligations, indebtedness and
liabilities are direct, indirect, fixed, contingent, joint, several or
joint and several, and any rights under this Guaranty.
(b) Anything contained in this Guaranty to the contrary
notwithstanding, the obligations of each Guarantor hereunder shall be
limited to a maximum aggregate amount equal to the largest amount that
would not render its obligations hereunder subject to avoidance as a
fraudulent transfer or conveyance under Section 548 of Title 11 of the
United States Code or any applicable provisions of comparable state law
(collectively, the "Fraudulent Transfer Laws"), in each case after giving
effect to all other liabilities of such Guarantor, contingent or otherwise,
that are relevant under the Fraudulent Transfer Laws (specifically
excluding, however, any liabilities of such Guarantor in respect of
intercompany indebtedness to the Company or other Affiliates of the Company
to the extent that such indebtedness would be discharged in an amount equal
to the amount paid by such Guarantor hereunder) and after giving effect as
assets to the value (as determined under the applicable provisions of the
Fraudulent Transfer Laws) of any rights to subrogation or contribution of
such Guarantor pursuant to (i) Applicable Law or (ii) any agreement
providing for an equitable allocation among such Guarantor and other
Affiliates of the Company of obligations arising under guaranties by such
parties (such limitation being the "Cap").
2. GUARANTY ABSOLUTE. The Guarantors guarantee that the Obligation will
be paid strictly in accordance with the terms of the Credit Agreement, the
Notes, and the other Loan Documents, regardless of any Applicable Law,
regulation or order now or hereafter in effect in any jurisdiction affecting any
of such terms or the rights of the Lender with respect thereto; provided,
however, nothing contained in this Guaranty shall require the Guarantors to make
any payment under this Guaranty in violation of any Applicable Law, regulation
or order now or hereafter in effect. The obligations and liabilities of each
Guarantor hereunder are independent of the obligations of the Company under the
Credit Agreement and any Applicable Law. The liability of each Guarantor under
this Guaranty shall be absolute and unconditional irrespective of:
(a) the taking or accepting of any other security or guaranty for any
or all of the Obligations, including any reduction or termination of any
Commitment;
-2-
(b) any increase, reduction or payment in full at any time or from
time to time of any part of the Obligation;
(c) any lack of validity or enforceability of the Credit Agreement,
the Notes, or any other Loan Document or other agreement or instrument
relating thereto, including but not limited by the unenforceability of all
or any part of the Obligation by reason of the fact that (i) the
Obligation, and/or the interest paid or payable with respect thereto,
exceeds the amount permitted by Applicable Law, (ii) the act of creating
the Obligation, or any part thereof, is ULTRA VIRES, (iii) the officers
creating same acted in excess of their authority, or (iv) for any other
reason;
(d) any lack of corporate power of the Company or any other Person at
any time liable for the payment of any or all of the Obligation;
(e) any insolvency, bankruptcy, reorganization, receivership or other
proceeding under any applicable liquidation, conservatorship, bankruptcy,
moratorium, arrangement, receivership, insolvency, reorganization, or
similar laws from time to time in effect affecting the rights of creditors
generally (collectively, "Debtor Relief Laws") involving the Company, any
Guarantor or any other Person obligated on any of the Obligation;
(f) any renewal, compromise, extension, acceleration or other change
in the time, manner or place of payment of, or in any other term of, all or
any of the Obligation; any adjustment, indulgence, forbearance, or
compromise that may be granted or given by any Lender or the Administrative
Lender to the Company, any Guarantor, or any Person at any time liable for
the payment of any or all of the Obligation; or any other modification,
amendment, or waiver of or any consent to departure from the Credit
Agreement, the Notes, or any other Loan Document and other agreement or
instrument relating thereto without notification of any Guarantor (the
right to such notification being herein specifically waived by Guarantors);
(g) any exchange, release, sale, subordination, or non-perfection of
any collateral or Lien therein or any lack of validity or enforceability or
change in priority, destruction, reduction, or loss or impairment of value
of any collateral or Lien therein;
(h) any release or amendment or waiver of or consent to departure
from any other guaranty for all or any of the Obligation;
(i) the failure by any Lender or the Administrative Lender to make
any demand upon or to bring any legal, equitable, or other action against
the Company or any other Person (including without limitation any other
Guarantor), or the failure or delay by any Lender or the Administrative
Lender to, or the manner in which any Lender or the Administrative Lender
shall, proceed to exhaust rights against any direct or indirect security
for the Obligation;
-3-
(j) the existence of any claim, defense, set-off, or other rights
which the Company or any Guarantor may have at any time against the
Company, the Lenders, or any Guarantor, or any other Person, whether in
connection with this Guaranty, the Loan Documents, the transactions
contemplated thereby, or any other transaction;
(k) any failure of any Lender or the Administrative Lender to notify
any Guarantor of any renewal, extension, or assignment of the Obligation or
any part thereof, or the release of any security, or of any other action
taken or refrained from being taken by any Lender or the Administrative
Lender, it being understood that the Lenders and the Administrative Lender
shall not be required to give any Guarantor any notice of any kind under
any circumstances whatsoever with respect to or in connection with the
Obligation;
(l) any payment by the Company to the Lenders or the Administrative
Lender is held to constitute a preference under any Debtor Relief Law or if
for any other reason the Lenders or the Administrative Lender is required
to refund such payment or pay the amount thereof to another Person; or
(m) any other circumstance which might otherwise constitute a defense
available to, or a discharge of, the Company, any Guarantor, any other
guarantor or other Person liable on the Obligation, including without
limitation any defense by reason of any disability or other defense of the
Company, or the cessation from any cause whatsoever of the liability of the
Company, or any claim that the Guarantors' obligations hereunder exceed or
are more burdensome than those of the Company.
This Guaranty shall continue to be effective or be reinstated, as the case may
be, if at any time any payment of any of the Obligation is rescinded or must
otherwise be returned by any Lender or any other Person upon the insolvency,
bankruptcy or reorganization of the Company, any Guarantor or otherwise, all as
though such payment had not been made.
3. WAIVER. To the extent not prohibited by Applicable Law, each
Guarantor hereby waives: (a) promptness, protests, diligence, presentments,
acceptance, performance, demands for performance, notices of nonperformance,
notices of protests, notices of dishonor, notices of acceptance of this Guaranty
and of the existence, creation or incurrence of new or additional indebtedness,
and any of the events described in SECTION 2 and of any other occurrence or
matter with respect to any of the Obligation, this Guaranty or any of the other
Loan Documents; (b) any requirement that the Administrative Lender or any Lender
protect, secure, perfect, or insure any Lien or security interest or any
property subject thereto or exhaust any right or take any action against the
Company or any other Person or any collateral or pursue any other remedy in the
Administrative Lender's or any Lender's power whatsoever; (c) any right to
assert against the Administrative Lender or any Lender as a counterclaim,
set-off or cross-claim, any counterclaim, set-off or claim which it may now
or hereafter have against the Company or other Person liable on the
Obligation; (d) any right to seek or enforce any remedy or right that the
Administrative Lender or any Lender now has or may hereafter have against the
Company (to the extent permitted by Applicable Law); (e) any right to
participate in any collateral or any right benefiting the Administrative
Lender or the Lenders in respect of the Obligation; and (f) any right by
which it
-4-
might be entitled to require suit on an accrued right of action in respect of
any of the Obligation or require suit against the Company or any other
Person, whether arising pursuant to Section 34.02 of the Texas Business and
Commerce Code, as amended, Section 17.001 of the Texas Civil Practice and
Remedies Code, as amended, Rule 31 of the Texas Rules of Civil Procedure, as
amended, or otherwise.
4. SUBROGATION AND SUBORDINATION.
(a) SUBROGATION. Notwithstanding any reference to subrogation contained
herein to the contrary, each Guarantor hereby irrevocably waives any claim or
other rights which it may have or hereafter acquire against the Company that
arise from the existence, payment, performance or enforcement of such
Guarantor's obligations under this Guaranty, including, without limitation, any
right of subrogation, reimbursement, exoneration, contribution, indemnification,
any right to participate in any claim or remedy of any Lender against the
Company or any collateral which any Lender now has or hereafter acquires,
whether or not such claim, remedy or right arises in equity, or under contract,
statutes or common law, including without limitation, the right to take or
receive from the Company, directly or indirectly, in cash or other property or
by set-off or in any other manner, payment or security on account of such claim
or other rights. If any amount shall be paid to any Guarantor in violation of
the preceding sentence and the Obligations shall not have been paid in full,
such amount shall be deemed to have been paid to such Guarantor for the benefit
of, and held in trust for the benefit of, the Lenders, and shall forthwith be
paid to the Administrative Lender to be credited and applied upon the
Obligations, whether matured or unmatured, in accordance with the terms of the
Credit Agreement. Each Guarantor acknowledges that it will receive direct and
indirect benefits from the financing arrangements contemplated by the Credit
Agreement and that the waiver set forth in this Paragraph 4 is knowingly made in
contemplation of such benefits.
(b) SUBORDINATION. All debt and other liabilities of the Borrower and
each Restricted Subsidiary to any Guarantor ("INTERCOMPANY DEBT") are expressly
subordinate and junior to the Obligation to the extent provided below:
(i) Until the Release Date, each Guarantor agrees that it will not
request, demand, accept, or receive (by set-off or other manner) any
payment amount, credit or reduction of all or any part of the amounts owing
under any Intercompany Debt, except as specifically allowed pursuant to
clause (ii) below;
(ii) Notwithstanding the provisions of clause (i) above, the
Borrower and each Restricted Subsidiary may pay to the Guarantors and the
Guarantors may receive and retain from the Borrower and each Restricted
Subsidiary regularly scheduled payments due and owing under the terms of
any Intercompany Debt, provided that the Borrower's and each Restricted
Subsidiary's right to pay and the Guarantors' right to receive any such
regularly scheduled amount shall automatically and be immediately suspended
and cease (A) upon the occurrence of a Default (as defined in the Credit
Agreement) or (B) if, after taking into account the effect of such payment,
a Default would occur and be continuing. The Guarantors' right to receive
amounts under this clause (ii) (including any amounts which
-5-
theretofore may have been suspended) shall automatically be reinstated
in such time as the Default which was the basis of such suspension has
been cured to the Lenders' satisfaction (provided that no subsequent
Default has occurred) or such earlier date, if any, and the
Administrative Lender gives notice to the Guarantors of reinstatement by
the Determining Lenders, in the Determining Lenders' sole discretion;
(iii) If any Guarantor receives any payment on any Intercompany Debt
in violation of this Guaranty, such Guarantor will hold such payment in
trust for the Lenders and will immediately deliver such payment to the
Administrative Lender;
(iv) Until the Release Date, no Guarantor will demand or accelerate
the maturity of all or any part of any Intercompany Debt, nor collect or
enforce, or attempt to collect or enforce, from the Borrower or any
Restricted Subsidiary all or any part of any Intercompany Debt, whether
through the commencement or joinder of a suit, action or proceeding of any
type (judicial or otherwise) or proceeding under any Debtor Relief Laws
(the "INSOLVENCY PROCEEDING"), the enforcement of any rights against any
property of the Borrower or any Restricted Subsidiary, or otherwise, except
where any Lender shall request such Guarantor to file a claim in connection
with any such proceeding and except as set forth in clause (v); and
(v) In the event of any Insolvency Proceeding, the Obligation
shall first be paid, discharged and performed in full before any payment or
performance is made upon any Intercompany Debt notwithstanding any other
provisions which may be made in such Insolvency Proceeding. In the event
of any Insolvency Proceeding, each Guarantor will at any time prior to the
Release Date (A) file, at the request of any Lender, any claim, proof of
claim or similar instrument necessary to enforce the Borrower's or any
Restricted Subsidiary's obligation to pay any Intercompany Debt, and
(B) hold in trust for and pay to the Lenders any and all monies,
obligations, property, stock dividends or other assets received in any such
proceeding on account of any Intercompany Debt in order that the Lenders
may apply such monies or the cash proceeds of such other assets to the
Obligation. In the event that any Guarantor fails to take such action upon
any Lender's request, such Lender shall be deemed to have been appointed
the attorney-in-fact for such Guarantor with respect to any Intercompany
Debt, and such Lender may in that capacity (i) demand, sue for, collect and
receive any and all such monies, dividends or other assets, (ii) file any
claim, proof of claim or similar instrument, and (iii) institute such other
proceedings which such Lender, may deem reasonably necessary for the
collection of the Obligation and the enforcement of the terms of this
Guaranty. Upon request of any Lender, each Guarantor will execute and
deliver to such Lender such other and further powers of attorney or other
instruments as such Lender may reasonably request to effect the purposes of
this Guaranty. If in any proceeding to enforce the payment of the
Obligation it becomes necessary that any Guarantor itself prove such
claims, such Guarantor shall do so upon reasonable request by such Lender.
In proving these claims, however, such Guarantor shall act as the
collection agent of such Lender and shall promptly pay any funds so
received to such Lender.
-6-
5. REPRESENTATIONS AND WARRANTIES. Each Guarantor hereby represents and
warrants that all representations and warranties as they apply to such Guarantor
only set forth in Article 4 of the Credit Agreement (each of which is hereby
incorporated by reference) is true and correct.
6. COVENANTS. Each Guarantor hereby expressly assumes, confirms, and
agrees to perform, observe, and be bound by all conditions and covenants set
forth in the Credit Agreement, to the extent applicable to it, as if it were a
signatory thereto. Each Guarantor further covenants and agrees (a) punctually
and properly to perform all of such Guarantor's covenants and duties under any
other Loan Documents; (b) from time to time promptly to furnish the
Administrative Lender with any information or writings which the Administrative
Lender may request concerning this Guaranty; and (c) promptly to notify the
Administrative Lender of any claim, action, or proceeding affecting this
Guaranty.
7. AMENDMENTS, ETC. No amendment or waiver of any provision of this
Guaranty nor consent to any departure by any Guarantor therefrom shall in any
event be effective unless the same shall be in writing and signed by the
Lenders, the Administrative Lender, or the Determining Lenders and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.
8. ADDRESSES FOR NOTICES. Unless otherwise provided herein, all notices,
requests, consents and demands shall be in writing and shall be delivered by
hand or overnight courier service, mailed or sent by telecopy to the respective
addresses specified herein, or, as to any party, to such other addresses as may
be designated by it in written notice to all other parties. All notices,
requests, consents and demands hereunder shall be deemed to have been given on
the date of receipt if delivered by hand or overnight courier service or sent by
telecopy, or if mailed, effective on the earlier of actual receipt or three (3)
days after being mailed by certified mail, return receipt requested, postage
prepaid, addressed as aforesaid.
9. NO WAIVER; REMEDIES. No failure on the part of the Administrative
Lender or any Lender to exercise, and no delay in exercising, any right
hereunder or under any of the Loan Documents shall operate as a waiver thereof;
nor shall any single or partial exercise of any right hereunder or under any of
the Loan Documents preclude any other or further exercise thereof or the
exercise of any other right. Neither the Administrative Lender nor any Lender
shall be required to (a) prosecute collection or seek to enforce or resort to
any remedies against the Company or any other Person liable on any of the
Obligation, (b) join the Company or any other Person liable on any of the
Obligation in any action in which Lender prosecutes collection or seeks to
enforce or resort to any remedies against the Company or other Person liable on
any of the Obligation, or (c) seek to enforce or resort to any remedies with
respect to any Liens granted to (or benefiting, directly or indirectly) the
Administrative Lender or any Lender by the Company or any other Person liable on
any of the Obligation. Neither the Administrative Lender nor any Lender shall
have any obligation to protect, secure or insure any of the Liens or the
properties or interests in properties subject thereto. The remedies herein
provided are cumulative and not exclusive of any remedies provided by Applicable
Law.
-7-
10. RIGHT OF SET-OFF. Upon the occurrence and during the continuance of
any Event of Default, each Lender is hereby authorized at any time and from time
to time, to the fullest extent permitted by Law, to set off and apply any and
all deposits (general or special, time or demand, provisional or final) at any
time held and other indebtedness at any time owing by such Lender to or for the
credit or the account of any Guarantor against any and all of the obligations of
any Guarantor now or hereafter existing under this Guaranty, irrespective of
whether or not such Lender shall have made any demand under this Guaranty. Each
Lender agrees promptly to notify such Guarantor after any such set-off and
application, provided that the failure to give such notice shall not affect the
validity of such set-off and application. The rights of each Lender under this
SECTION 10 are in addition to other rights and remedies (including, without
limitation, other rights of set-off) which such Lender may have.
11. LIENS. To the extent not prohibited by Applicable Law, each Guarantor
agrees that the Administrative Lender or any Lender, in its discretion, without
notice or demand and without affecting either the liability of such Guarantor,
the Company or any other Person liable on any of the Obligation under, or the
Liens and security interests created by, this Guaranty, or any security interest
or other Lien, may foreclose any deed of trust or mortgage or similar Lien
covering interests in real or personal property, and the interests in real or
personal property secured thereby, by nonjudicial sale; and such Guarantor
hereby waives any defense to the recovery by the Administrative Lender or any
Lender hereunder against the Company, such Guarantor or any collateral of any
deficiency after a nonjudicial sale and such Guarantor expressly waives any
defense or benefits that may be derived from Chapter 34 of the Texas Business
and Commerce Code, Section 51.003 of the Texas Property Code, or any similar
statute in effect in any other jurisdiction. Without limiting the foregoing,
each Guarantor waives, to the extent not prohibited by Applicable Law, any
defense arising out of any such nonjudicial sale even though such sale operates
to impair or extinguish any right of reimbursement or subrogation or any other
right or remedy of such Guarantor against the Company or any other Person or any
Collateral or any other collateral. Each Guarantor hereby agrees that such
Guarantor shall be liable, subject to the limitations of SECTION 1 hereof, for
any part of the Obligation remaining unpaid after any foreclosure.
12. CONTINUING GUARANTY; TRANSFER OF NOTES. This Guaranty is an
irrevocable continuing guaranty of payment and shall (a) subject to the last
sentence of SECTION 2, remain in full force and effect until final payment in
full after termination of the Commitments of the Obligation and all other
amounts payable under this Guaranty, (b) be binding upon each Guarantor, its
successors and assigns, and (c) inure to the benefit of and be enforceable by
each Lender and its successors, transferees and assigns. Without limiting the
generality of the foregoing clause (c), to the extent permitted by the Credit
Agreement, each Lender may assign or otherwise transfer its rights under the
Credit Agreement, the Notes or any of the Loan Documents or any interest therein
to any other Person, and such other Person shall thereupon become vested with
all the rights or any interest therein, as appropriate, in respect thereof
granted to the Lender herein or otherwise.
13. INFORMATION. Each Guarantor acknowledges and agrees that it shall
have the sole responsibility for obtaining from the Company such information
concerning the Company's
-8-
financial condition or business operations as such Guarantor may require, and
that neither the Administrative Lender nor any Lender has any duty at any
time to disclose to any Guarantor any information relating to the business
operations or financial condition of the Company.
14. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND THE UNITED STATES OF AMERICA.
WITHOUT EXCLUDING ANY OTHER JURISDICTION, EACH GUARANTOR AGREES THAT THE STATE
AND FEDERAL COURTS OF TEXAS LOCATED IN DALLAS, TEXAS, SHALL HAVE JURISDICTION
OVER PROCEEDINGS IN CONNECTION HEREWITH.
15. WAIVER OF JURY TRIAL. EACH GUARANTOR, THE ADMINISTRATIVE LENDER, AND
THE LENDERS HEREBY KNOWINGLY, VOLUNTARILY, IRREVOCABLY AND INTENTIONALLY WAIVE,
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL RIGHT TO TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY
OF THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. THIS PROVISION
IS A MATERIAL INDUCEMENT TO EACH LENDER ENTERING INTO THE CREDIT AGREEMENT.
16. RATABLE BENEFIT. This Guaranty is for the ratable benefit of the
Lenders, each of which shall share any proceeds of this Guaranty pursuant to the
terms of the Credit Agreement.
17. GUARANTOR INSOLVENCY. Should any Guarantor become insolvent, fail to
pay its debts generally as they become due, voluntarily seek, consent to, or
acquiesce in the benefits of any Debtor Relief Law or become a party to or be
made the subject of any proceeding provided for by any Debtor Relief Law (other
than as a creditor or claimant) that could suspend or otherwise adversely affect
the rights of any Lender granted hereunder, then, the obligations of such
Guarantor under this Guaranty shall be, as between such Guarantor and such
Lender, a fully-matured, due, and payable obligation of such Guarantor to such
Lender (without regard to whether the Company is then in default under the
Credit Agreement or whether any part of the Obligation is then due and owing by
the Company to such Lender), payable in full by such Guarantor to such Lender
upon demand, which shall be the estimated amount owing in respect of the
contingent claim created hereunder.
18. SEVERABILITY. Any provision of this Guaranty which is for any reason
prohibited or found or held invalid or unenforceable by any court or
governmental agency shall be ineffective to the extent of such prohibition or
invalidity or unenforceability without invalidating the remaining provisions
hereof in such jurisdiction or affecting the validity or enforceability of such
provision in any other jurisdiction.
19. ENTIRE AGREEMENT. THIS GUARANTY, TOGETHER WITH THE OTHER LOAN
DOCUMENTS, REPRESENTS THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES
-9-
HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
-10-
IN WITNESS WHEREOF, the Guarantors have caused this Guaranty to be duly
executed and delivered by their respective officers thereunto duly authorized as
of the date first above written.
COMPUSA HOLDINGS II INC.
By: /s/ Mark R. Walker
-------------------------------------
Name: Mark R. Walker
Title: Vice President
Address for all Guarantors:
CompUSA Inc.
14951 North Dallas Parkway
Dallas, Texas 75240
Attention: Mark R. Walker
Senior Vice President and General Counsel
COMPUSA HOLDINGS I INC.
By: /s/ Mark R. Walker
-------------------------------------
Name: Mark R. Walker
Title: Vice President
PCs COMPLEAT, INC.
By: /s/ Mark R. Walker
-------------------------------------
Name: Mark R. Walker
Title: Vice President
COMPTEAM INC.
By: /s/ Mark R. Walker
-------------------------------------
Name: Mark R. Walker
Title: Vice President
-11-
COMPUSA MANAGEMENT COMPANY
By: /s/ Mark R. Walker
-------------------------------------
Name: Mark R. Walker
Title: Vice President
COMPUSA STORES L.P.
By: COMPUSA INC., its general partner
By: /s/ Mark R. Walker
-----------------------------------
Name: Mark R. Walker
Title: Sr. Vice President-Secretary
COMPUSA HOLDINGS COMPANY
By: /s/ Mark R. Walker
-------------------------------------
Name: Mark R. Walker
Title: Vice President
-12-