<PAGE>
                                       
                                  EXHIBIT 10.2


                               FIRST AMENDMENT TO
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT


     THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT 
(this "First Amendment"), dated as of June 16, 1998, is entered into among 
CompUSA Inc., a Delaware corporation ("Borrower"), the banks listed on the 
signature pages hereof (collectively, the "Lenders"), and NationsBank, N.A. 
(successor by merger to NationsBank of Texas, N.A.), as Administrative Lender 
(in said capacity, the "Administrative Lender").


                                   BACKGROUND

     A.   Borrower, Lenders and Administrative Lender are parties to that 
certain Second Amended and Restated Credit Agreement, dated as of March 12, 
1998 (the "Credit Agreement"; the terms defined in the Credit Agreement and 
not otherwise defined herein shall be used herein as defined in the Credit 
Agreement).

     B.   Borrower, Lenders and Administrative Lender desire to make certain 
amendments to the Credit Agreement.

     NOW, THEREFORE, in consideration of the covenants, conditions and 
agreements hereinafter set forth, and for other good and valuable 
consideration, the receipt and adequacy of which are all hereby acknowledged, 
Borrower, Lenders and Administrative Lender covenant and agree as follows:

     1.   AMENDMENTS TO CREDIT AGREEMENT.

     (a)  The defined term "SPECIAL REPURCHASE PERIOD" is hereby added to 
SECTION 1.1 of the Credit Agreement in proper alphabetical order to read as 
follows:

          "SPECIAL REPURCHASE PERIOD" means a period which begins on the date
     when the Borrower elects, by written notice to the Administrative Lender,
     to repurchase its shares of common capital stock in public market
     transactions as part of a special Treasury Stock Purchase program in the
     aggregate amount not to exceed $150,000,000 and ends on the earliest of the
     following events:  (a) December 26, 1998, (b) the Borrower consummates
     Treasury Stock Purchases in the aggregate amount of $150,000,000, or
     (c) the Borrower terminates such period pursuant to a written notice to the
     Administrative Lender.  The Borrower may have only one Special Repurchase
     Period election."

     (b)  SECTION 7.6 of the Credit Agreement is hereby amended to read as
follows:

<PAGE>

          "Section 7.6   RESTRICTED PAYMENTS.  The Borrower shall not, and shall
     not permit any Restricted Subsidiary to, directly or indirectly declare,
     pay or make any Restricted Payments; provided, however, (a) any Restricted
     Subsidiary may declare and pay Dividends to the Borrower or another
     Restricted Subsidiary, (b) the Borrower may make loans to directors,
     officers and employees of Borrower and its Subsidiaries during any Fiscal
     Year (calculated net of loan repayments), together with the Guaranty of
     Indebtedness of directors, officers and employees permitted pursuant to
     SECTION 7.5 hereof during such Fiscal Year, in an aggregate amount not to
     exceed $1,000,000, (c) the Borrower may defease, redeem, repurchase or
     prepay the Senior Subordinated Notes in part or in full, (d) the Borrower
     may make Treasury Stock Purchases of its common capital stock during the
     Special Repurchase Period not to exceed $150,000,000 in aggregate amount,
     and (e) the Borrower may pay Dividends and make Treasury Stock Purchases
     other than during the Special Repurchase Period (net of cash proceeds
     received by the Borrower upon the reissuance of any treasury stock) of its
     shares of capital stock in an aggregate amount (excluding the amount of any
     Treasury Stock Purchases during the Special Repurchase Period) not to
     exceed the sum of (i) $50,000,000, plus (ii) 50% of cumulative Net Income
     for the period from, but not including, September 27, 1997 through the date
     of the proposed payment or purchase (but excluding from the calculation of
     such cumulative Net Income the effect, if any, of any Fiscal Quarter (or
     portion of a Fiscal Quarter not then ended) of the Borrower for which Net
     Income was a negative number); provided, however, the Borrower shall not
     pay or make any such Restricted Payments set forth in clause (b), (c), (d)
     or (e) above unless there shall exist no Default prior to or after giving
     effect to any such proposed Restricted Payment.

     (c)  SECTION 7.11 of the Credit Agreement is hereby amended to read as 
follows:

          "Section 7.11  NET WORTH.  The Borrower shall not permit the Net Worth
     to be less than an amount equal to the sum of (a) $384,800,000, plus
     (b) 50% of cumulative Net Income for the period from, but not including,
     September 27, 1997 through the date of calculation (but excluding from the
     calculation of such cumulative Net Income the effect, if any, of any fiscal
     quarter (or portion of a fiscal quarter not then ended) of the Borrower for
     which Net Income was a negative number), plus (c) an amount equal to 75% of
     the net worth of any Person that becomes a Subsidiary of the Borrower or is
     merged into or consolidated with the Borrower or any Subsidiary of the
     Borrower or substantially all of the assets of which are acquired by the
     Borrower or any Subsidiary of the Borrower to the extent the purchase price
     paid therefor if paid in equity securities of the Borrower or any of its
     Subsidiaries (including the reissuance of any treasury stock purchased
     during the Special Repurchase Period), plus (d) 75% of the Net Cash
     Proceeds (but without duplication) of any offerings of capital stock or
     other equity interests of the Borrower or any of its Subsidiaries
     (including the reissuance of any treasury stock purchased during the
     Special Repurchase Period) or pursuant to the conversion or exchange of any
     convertible Subordinated Debt or redeemable preferred stock into capital
     stock or other equity interests of the Borrower or any of its Subsidiaries
     since September 27, 1997, minus (e) the amount of Treasury Stock 

                                      -2-
<PAGE>

     Purchases by the Borrower during the Special Repurchase Period not to 
     exceed $150,000,000 in aggregate amount."

     (d)  The Compliance Certificate is hereby amended to be in the form of 
EXHIBIT C attached to this First Amendment.

     2.   REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT.  By its 
execution and delivery hereof, Borrower represents and warrants that, as of 
the date hereof and after giving effect to the amendments contemplated by the 
foregoing Section 1:

     (a)  the representations and warranties contained in the Credit 
Agreement and the other Loan Documents are true and correct on and as of the 
date hereof as made on and as of such date;

     (b)  no event has occurred and is continuing which constitutes a Default 
or an Event of Default;

     (c)  Borrower has full power and authority to execute and deliver this 
First Amendment and the Credit Agreement, as amended hereby, and this First 
Amendment and the Credit Agreement, as amended hereby, constitute the legal, 
valid and binding obligations of Borrower, enforceable in accordance with 
their respective terms, except as enforceability may be limited by applicable 
debtor relief laws and by general principles of equity (regardless of whether 
enforcement is sought in a proceeding in equity or at law) and except as 
rights to indemnity may be limited by federal or state securities laws;

     (d)  neither the execution, delivery and performance of this First 
Amendment or the Credit Agreement, as amended hereby, nor the consummation of 
any transactions contemplated herein or therein, will conflict with any Law, 
the articles of incorporation, bylaws or other governance document of 
Borrower or any of its Subsidiaries, or any indenture, agreement or other 
instrument to which Borrower or any of its Subsidiaries or any of their 
respective property is subject; and

     (e)  no authorization, approval consent, or other action by, notice to, 
or filing with, any governmental authority or other Person, is required for 
the execution, delivery or performance by Borrower of this First Amendment or 
the acknowledgement of this First Amendment by any Guarantor.

     3.   CONDITIONS OF EFFECTIVENESS.  This First Amendment shall be 
effective as of June 16, 1998, subject to the following:

     (a)  Administrative Lender shall have received counterparts of this 
First Amendment executed by Determining Lenders;

     (b)  Administrative Lender shall have received counterparts of this 
First Amendment executed by Borrower and acknowledged by each Guarantor;

                                      -3-
<PAGE>

     (c)  Administrative Lender shall have received from Borrower, for the 
account of each Lender executing this First Amendment, an amount equal to the 
product of (i) 0.05% multiplied by (ii) each such Lender's pro rata part of 
the Commitment; and

     (d)  Administrative Lender shall have received, in form and substance 
satisfactory to Administrative Lender and its counsel, such other documents, 
certificates and instruments as Administrative Lender shall require.

     4.   GUARANTOR ACKNOWLEDGEMENT.  By signing below, each of the 
Guarantors (i) acknowledges, consents and agrees to the execution and 
delivery of this First Amendment, (ii) acknowledges and agrees that its 
obligations in respect of its Subsidiary Guaranty are not released, 
diminished, waived, modified, impaired or affected in any manner by this 
First Amendment or any of the provisions contemplated herein, (iii) ratifies 
and confirms its obligations under its Subsidiary Guaranty, and (iv) 
acknowledges and agrees that it has no claims or offsets against, or defenses 
or counterclaims to, its Subsidiary Guaranty.

     5.   REFERENCE TO THE CREDIT AGREEMENT.

     (a)  Upon the effectiveness of this First Amendment, each reference in 
the Credit Agreement to "this Agreement", "hereunder", or words of like 
import shall mean and be a reference to the Credit Agreement, as amended by 
this First Amendment.

     (b)  The Credit Agreement, as amended by this First Amendment, and all 
other Loan Documents shall remain in full force and effect and are hereby 
ratified and confirmed.

     6.   COSTS, EXPENSES AND TAXES.  Borrower agrees to pay on demand all 
costs and expenses of each Lender in connection with the preparation, 
reproduction, execution and delivery of this First Amendment and the other 
instruments and documents to be delivered hereunder (including the reasonable 
fees and out-of-pocket expenses of counsel for each Lender with respect 
thereto and with respect to advising each Lender as to its rights and 
responsibilities under the Credit Agreement, as amended by this First 
Amendment).

     7.   EXECUTION IN COUNTERPARTS.  This First Amendment may be executed in 
any number of counterparts and by different parties hereto in separate 
counterparts, each which when so executed and delivered shall be deemed to be 
an original and all of which taken together shall constitute but one and the 
same instrument.

     8.   GOVERNING LAW:  BINDING EFFECT.  This First Amendment 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.

                                      -4-
<PAGE>

     9.   HEADINGS.  Section headings in this First Amendment are included 
herein for convenience of reference only and shall not constitute a part of 
this First Amendment for any other purpose.

     10.  ENTIRE AGREEMENT.  THE CREDIT AGREEMENT, AS AMENDED BY THIS FIRST 
AMENDMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN 
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, 
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.  THERE 
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

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                                      -5-
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this First 
Amendment as the date first above written.

                                       CompUSA Inc.



                                    By: /s/  Robert Gary
                                        ---------------------------------------
                                        Name:  Robert Gary
                                             ----------------------------------
                                        Title:  Vice President Finance
                                              ---------------------------------


                                    NATIONSBANK, N.A., as Administrative Lender
                                    and as a Lender



                                    By: /s/  Sharon M. Ellis
                                        ---------------------------------------
                                        Name:  Sharon M. Ellis
                                             ----------------------------------
                                        Title:  Vice President
                                              ---------------------------------


                                    WELLS FARGO BANK (TEXAS), N.A., as a 
                                    Co-Agent and as a Lender



                                    By: /s/  Mary Jo Hoch
                                        ---------------------------------------
                                        Name:  Mary Jo Hoch
                                             ----------------------------------
                                        Title:  Vice President
                                              ---------------------------------


                                    HIBERNIA NATIONAL BANK, as a Co-Agent and as
                                    a Lender



                                    By: /s/  Christopher B. Pitre
                                        ---------------------------------------
                                        Name:  Christopher B. Pitre
                                             ----------------------------------
                                        Title:  Vice President
                                              ---------------------------------

                                      -6-
<PAGE>

                                    CREDIT LYONNAIS NEW YORK BRANCH, as a 
                                    Co-Agent and as a Lender



                                    By: /s/  Robert Ivosevich
                                        ---------------------------------------
                                        Name:  Robert Ivosevich
                                             ----------------------------------
                                        Title:  Senior Vice President
                                              ---------------------------------


                                    CREDIT SUISSE FIRST BOSTON, as a Co-Agent 
                                    and as a Lender



                                    By: /s/  Robert N. Finney
                                        ---------------------------------------
                                        Name:  Robert N. Finney
                                             ----------------------------------
                                        Title:  Managing Director
                                              ---------------------------------



                                    By: /s/  Thomas G. Muoio
                                        ---------------------------------------
                                        Name:  Thomas G. Muoio
                                             ----------------------------------
                                        Title:  Vice President
                                              ---------------------------------


                                    FLEET NATIONAL BANK, as a Co-Agent and as a
                                    Lender



                                    By: /s/  Thomas J. Bullard
                                        ---------------------------------------
                                        Name:  Thomas J. Bullard
                                             ----------------------------------
                                        Title:  Vice President
                                              ---------------------------------

                                      -7-
<PAGE>

                                    BANK OF AMERICA NT&SA, as a Co-Agent and as 
                                    a Lender



                                    By: 
                                        ---------------------------------------
                                        Name:  
                                             ----------------------------------
                                        Title:  
                                              ---------------------------------



                                    By: 
                                        ---------------------------------------
                                        Name:  
                                             ----------------------------------
                                        Title:  
                                              ---------------------------------


                                    FIRST UNION NATIONAL BANK



                                    By: /s/  Mark B. Felker
                                        ---------------------------------------
                                        Name:  Mark B. Felker
                                             ----------------------------------
                                        Title:  Senior Vice President
                                              ---------------------------------


                                    FIFTH THIRD BANK



                                    By: /s/  Anne Koch
                                        ---------------------------------------
                                        Name:  Anne Koch
                                             ----------------------------------
                                        Title:  National Accounts Officer
                                              ---------------------------------


                                    THE BANK OF NOVA SCOTIA



                                    By: /s/  F.C.H. Ashby
                                        ---------------------------------------
                                        Name:  F.C.H. Ashby
                                             ----------------------------------
                                        Title:  Senior Manager Loan Operations
                                              ---------------------------------

                                      -8-
<PAGE>

                                    CHASE BANK OF TEXAS NATIONAL ASSOCIATION



                                    By: /s/  James E. Perry
                                        ---------------------------------------
                                        Name:  James E. Perry
                                             ----------------------------------
                                        Title:  Vice President
                                              ---------------------------------


                                    THE BANK OF NEW YORK



                                    By: 
                                        ---------------------------------------
                                        Name:  
                                             ----------------------------------
                                        Title:  
                                              ---------------------------------


                                    BANK ONE, TEXAS, N.A.



                                    By: /s/  Rick Rogers
                                        ---------------------------------------
                                        Name:  Rick Rogers
                                             ----------------------------------
                                        Title:  Vice President
                                              ---------------------------------


ACKNOWLEDGED AND AGREED:

COMPUSA HOLDINGS II INC.



By:   /s/  Mark R. Walker              
     -----------------------------
     Mark R. Walker
     Vice President

                                      -9-
<PAGE>

COMPUSA HOLDINGS I INC.



By:   /s/  Mark R. Walker              
     -----------------------------
     Mark R. Walker
     Vice President


PCs COMPLEAT, INC.



By:   /s/  Mark R. Walker              
     -----------------------------
     Mark R. Walker
     Vice President


COMPTEAM INC.



By:   /s/  Mark R. Walker              
     -----------------------------
     Mark R. Walker
     Vice President


COMPUSA MANAGEMENT COMPANY



By:   /s/  Mark R. Walker              
     -----------------------------
     Mark R. Walker
     Vice President

                                      -10-
<PAGE>

COMPUSA STORES L.P.

By:  COMPUSA INC., its general partner



     By:   /s/  Mark R. Walker   
          ------------------------
          Mark R. Walker
          Sr. Vice President-Secretary


COMPUSA HOLDINGS COMPANY



By:    /s/  Mark R. Walker    
     -----------------------------
     Mark R. Walker
     Vice President


                                      -11-