CompUSA 2011 Annual Report Download - page 100

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(m) Section 5.02(i) of the Credit Agreement is hereby amended in its entirety to provide as follows:
“Intentionally omitted.”
(n) Section 5.15 of the Credit Agreement is hereby amended in its entirety to provide as follows:
“ Depository Banks
. The US Borrowers will maintain the US Administrative Agent as its principal depository bank, including for
the maintenance of operating, administrative, cash management, collection activity, and other deposit accounts for the conduct of
its business.”
(o) Section 5.16(a) of the Credit Agreement is hereby amended by deleting the reference therein to “
if organized under the laws of the
United States of America” and by substituting, in lieu thereof, “if organized under the laws of any of the fifty States of the United States of America.”
(p) Section 5.16(b) of the Credit Agreement is hereby amended in its entirety to provide as follows:
“(
b) SYX and each other Loan Party will cause 100% of the issued and outstanding Equity Interests of each of its Subsidiaries
organized under the laws of any of the fifty States of the United States of America to be subject at all times to a first priority,
perfected Lien in favor of the US Administrative Agent pursuant to the terms and conditions of the Loan Documents or other
security documents as the US Administrative Agent shall reasonably request. SYX and each other Loan Party will cause 65% (or
such greater percentage that, due to a change in applicable law after the date hereof, (1) could not reasonably be expected, in the
US Borrowing Representative’
s discretion, to cause the undistributed earnings of such foreign Subsidiary as determined for U.S.
federal income tax purposes to be treated as a deemed dividend to such foreign Subsidiary’
s U.S. parent and (2) could not
reasonably be expected, in the US Borrowing Representative’
s discretion, to cause any material adverse tax consequences) of the
issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-
2(c)(2)) and 100% of the
issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-
2(c)(2)) of each of its
Subsidiaries other than those organized under the laws of any of the fifty States of the United States of America to be subject at all
times to a first priority, perfected Lien in favor of the US Administrative Agent pursuant to the terms and conditions of the
Security Agreement or other security documents governed by the laws of a state of the United States as the US Administrative
Agent shall reasonably request.”
5