EXHIBIT 4.4
CHS ELECTRONICS, INC.
2000 N.W. 00xx Xxxxxx
Xxxxx, XX 00000
June 15, 1999
Computer Associates International, Inc.
One Computer Associates Plaza
Xxxxxxxx, XX 00000-0000
Attn: Xxxxxxx X. XxXxxx
Senior Vice President/
Business Development
Gentlemen:
This letter supplements and amends the terms of the Debenture Purchase
Agreement (the "Purchase Agreement") between us dated May 26, 1999, and the
Debentures and the Warrants issued to you ("CA") by CHS Electronics, Inc.
("CHS") pursuant to such Purchase Agreement. All capitalized terms used herein,
and not otherwise defined, shall have the meanings assigned to them in the
Debentures. We have agreed as follows:
1. The Applicable Rate on the Debentures is the six month London
Interbank Offered Rate (LIBOR), as published in THE WALL STREET JOURNAL from
time to time, plus 2%. The rate will adjust semi-annually, on June 1 and
December 1 of each year, commencing December 1, 1999. The initial rate is
7.17938%. The Applicable Rate for each six month period will be based on the
LIBOR rate in effect on the first business day of each such period.
2. The default rate of interest, set forth in Section 8(c) of the
Debentures, shall be the "prime rate" announced from time to time by Chase
Manhattan Bank, N.A., plus 3%.
3. Section 8(a)(vi) of the Debentures is amended to provide that the
Company will not be considered in default of the Debentures unless a holder of
Material Indebtedness of the Company actually accelerates the maturity of any
such Material Indebtedness. Accordingly, subsection (B) of Section 8(a)(vi) is
deleted in its entirety.
4. For purposes of Section 3(d)(v) of the Debentures, no adjustment to
reduce the Conversion Price shall be made by reason of sales of Common Stock by
the Company pursuant to its Employee Stock Purchase Program, so long as such
sales comply with all terms of such program, including without limitation, the
requirement that shares be sold at no less than 85% of their market price
(hereinafter "Permitted Program Sales"). No adjustment shall be made in the
exercise price of the Warrants, pursuant to Section 5.1(b) thereof, by reason of
Permitted Program Sales.
5. Section 6(e)(iii) of the Debentures is amended to read as follows:
(iii) other Indebtedness permitted by the Indenture;
Computer Associates International, Inc.
June 15, 1999
Page 2
6. The definition of "Permitted Liens" in the Debenture is amended by
adding a new subsection (xix), which reads as follows:
(xix) Liens securing (A) Indebtedness Incurred
under, and permitted by, Section
4.8(a)(viii) of the Indenture; and (B)
Indebtedness which is Incurred to refinance
secured Indebtedness as permitted by
subsection (iv) of the second paragraph of
Section 4.10 of the Indenture.
7. CHS will file a registration statement with respect to the CHS
shares to be acquired by CA upon conversion of the Debentures and exercise of
the Warrants on or prior to August 31, 1999 and will use its reasonable best
efforts to cause such registration statement to be effective as soon as possible
thereafter. This will enable CHS to file such registration statement with its
June 30, 1999 financial statements, which are expected to be reviewed and
available by August 15, 1999.
The terms of this letter supersede any contrary terms in the Purchase
Agreement, the Debentures and the Warrants. This letter may be executed in any
number of counterparts, each of which shall be deemed an original, and all of
which shall constitute one and the same instrument. This letter shall be
accepted, effective and binding, for all purposes, when the parties shall have
signed and transmitted to each other, by telecopier or otherwise, copies of this
letter. If the foregoing correctly sets forth the terms of our agreement, please
sign this letter on the line provided below, whereupon it will constitute a
binding agreement between us.
Sincerely yours,
CHS ELECTRONICS, INC.
By: /S/ XXXXXXX XXXXXXXXXXX
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Xxxxxxx Xxxxxxxxxxx, Chief Officer --
Mergers and Acquisitions
ACCEPTED AND AGREED:
COMPUTER ASSOCIATES INTERNATIONAL, INC.
By: /S/ XXXXXXX X. XXXXXX
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Xxxxxxx X. XxXxxx
Senior Vice President/Business Development
Date: JUNE 15, 1999
