Common use of OFFICE PRODUCTS COMPANY Clause in Contracts

OFFICE PRODUCTS COMPANY. S/ XXXXXX X. XXXXXX ----------------------------------------- Name: Xxxxxx X. Xxxxxx TITLE: PRESIDENT CDR-PC ACQUISITION, L.L.C. By: /s/ XXXXXX X. XXXXX ----------------------------------------- Name: Xxxxxx X. Xxxxx TITLE: PRESIDENT EXHIBIT 1 TO INVESTMENT AGREEMENT TERMS OF SPECIAL WARRANTS Exercise Price: $.01 per share. Expiration Date: 12 years from date of issuance. Exercisability: To the extent of 24.9% of sum of (A) the number of shares of Common Stock issued upon conversion of the 2001 Notes, (B) the number of any shares of Contingent Stock that are issued, and (C) the number of shares of Common Stock issuable pursuant to this Special Warrant in respect of shares described in clauses (A) and (B) above; or after the second anniversary of the issuance of this Special Warrant, whichever is earlier. Shares Subject to Warrant: Equal to the number of shares of Common Stock that is the difference between (i) 24.9% of the sum of (A) the outstanding shares of Common Stock as of the Closing Date after giving effect to the issuance of the Shares and the exercise of this Special Warrant, and assuming the conversion into Common Stock of all the 2001 Notes outstanding on the Closing Date at the conversion price resulting from adjustments made as a result of the Tender Offer and the Distributions and (B) the number of any shares of Contingent Stock that are issued, and (ii) 24.9% of the outstanding shares of Common Stock as of the Closing after giving effect to the issuance of the Shares. Transferability: Transferable to the same extent as Shares. Cashless Exercise: Permitted. Antidilution Protection: Customary. Registration Rights: Same as for Shares. Listing of Warrants: Upon request of Purchaser. Listing of Shares issuable upon exercise of Warrants: Prior to Closing. Listing of Special Covenants: The Company will not be permitted to repurchase Common Stock if as a result thereof the exercisability of the Special Warrant will be limited. EXHIBIT 2 TO INVESTMENT AGREEMENT TERMS OF WARRANTS Exercise Price: 1.5 times $270 million divided by the total number of Shares and shares of Common Stock subject to Special Warrants. Expiration Date: 12 years from date of issuance. Exercisability: Only after the second anniversary of issuance. Shares Subject to Warrant: Equal to the number of the Shares. Transferability: Transferable to the same extent as the Shares under Section 7.01. Cashless Exercise: Permitted. Antidilution Protection: Customary. Registration Rights: Same as for Shares. Listing of Warrants: Upon request of Purchaser. Listing of Shares issuable upon exercise of Warrants: Prior to Closing. Listing of Special Covenants: The Company will not be permitted to repurchase Common Stock if as a result thereof the exercisability of the Warrant will be limited. EXHIBIT 3 TO INVESTMENT AGREEMENT TERMS OF REGISTRATION RIGHTS AGREEMENT Registrable Securities: Shares issued under Investment Agreement, Warrants, Special Warrants and other Common Stock purchased by Purchaser in compliance with the Investment Agreement. Demand Registrations: Four. Piggyback Registrations: Unlimited. Registration Fees and Expenses: Payable by the Company, including counsel for selling stockholder. Selection of Underwriters: Purchaser selects underwriters for Demand Registrations subject to Company's consent which shall not be unreasonably withheld. Company selects underwriters for Piggyback Registrations subject to Purchaser's consent which shall not be unreasonably withheld. Priority in Exercise of Registration of Rights: In the event of cutbacks, securities to be registered for the account of the Purchaser shall have priority over other securities to be registered in connection with Demand Registrations and over other securities to be registered for the account other selling stockholders in Piggyback Registrations. Indemnification: Customary. Registration Procedures: Customary including, without limitation, provision of opinions of counsel and comfort letter. SCHEDULE 8.07 TO INVESTMENT AGREEMENT TENDER OFFER TIMING AND CONDITIONS The capitalized terms used in this Schedule 8.07 have the meaning set forth in the attached Agreement. COMMENCEMENT DATE: Approximately 20 business days preceding the date of the Company Meeting set forth in the Proxy Statement EXPIRATION DATE: No earlier than 20 business days following the Commencement Date. CONDITIONS: The conditions to the Tender Offer shall be as set forth below (capitalized terms set forth below shall have the meaning given them in the Tender Offer): Notwithstanding any other provisions of the Tender Offer, and in addition to (and not in limitation of) the Company's rights to extend and amend the Tender Offer at any time in its sole discretion (subject to the provisions of the Investment Agreement), the Company shall not be required to accept for payment or, subject to any applicable rules and regulations of the Commission, including Rule 14e-1(c) under the Exchange Act (relating to the Tender Offer), pay for, and may delay the acceptance for payment of or, subject to the restriction referred to above, the payment for, any tendered shares of Common Stock, and may amend the Tender Offer consistent with the terms of the Investment Agreement or terminate the Tender Offer if (i) the Minimum Condition (as defined below) has not been satisfied; (ii) the Financing Condition (as defined below) has not been satisfied; (iii) the Equity Investment Condition (as defined below) has not been satisfied; (iv) the Distribution Condition (as defined below) has not been satisfied; or (v) any of the General Conditions (as defined below) shall not have been satisfied. The Minimum Condition will be satisfied if, at the Acceptance Date, a minimum of 37,037,037 Shares (including Option Shares) have been validly tendered pursuant to the terms of the Tender Offer and not withdrawn. The Financing Condition will be satisfied upon (a) the availability to the Company on terms and conditions satisfactory to the Company in its sole discretion of funds sufficient to pay the Tender Offer Price for 37,037,037 Shares and related costs and expenses of the Tender Offer from the Subordinated Debt Offering, through borrowings under the Credit Facility, and/or from the Equity Investment, or any combination of the foregoing, and (b) the Company having obtained all necessary consents from lenders for completion of the Tender Offer and the Distributions. The Equity Investment Condition will be satisfied when all conditions to closing under the Investment Agreement have been satisfied or waived other than the following conditions: the condition set forth in Section 9.01(e) of the Investment Agreement relating to consummation of the Distributions; and the condition set forth in Section 9.03(g) of the Investment Agreement relating to consummation of the Tender Offer. The Distributions Condition shall be satisfied when all conditions, including among others (a) the registration statements relating to the distribution of shares in the Distributions having been declared effective by the Commission and (b) the Company having received an opinion of Xxxxxx, Xxxxxx & Xxxxxxxxx regarding the tax treatment of the Distributions, to the obligation of the Company to consummate the Distributions under the Distribution Agreement have been satisfied or waived, other than the B-48

OFFICE PRODUCTS COMPANY. S/ XXXXXX By: /s/ Xxxxxx X. XXXXXX ----------------------------------------- Xxxxxx ----------------------------------- Name: Xxxxxx X. Xxxxxx TITLETitle: PRESIDENT President CDR-PC ACQUISITION, L.L.C. By: /s/ XXXXXX Xxxxxx X. XXXXX ----------------------------------------- Xxxxx ----------------------------------- Name: Xxxxxx X. Xxxxx TITLETitle: PRESIDENT President EXHIBIT 1 TO INVESTMENT AGREEMENT TERMS OF SPECIAL WARRANTS Exercise Price: $.01 per share. share Expiration Date: 12 years from date of issuance. Exercisability: To the extent of 24.9% of sum of (A) the number of shares of Common Stock issued upon conversion of the 2001 Notes, (B) the number of any shares of Contingent Stock that are issued, and (C) the number of shares of Common Stock issuable pursuant to this Special Warrant in respect of shares described in clauses (A) and (B) above; Notes or after the second anniversary of the issuance of this Special Warrantissuance, whichever is earlier. Shares Subject to Warrant: Equal to the number of shares of Common Stock that is the difference between (i) 24.9% of the sum of (A) the outstanding shares of Common Stock as of the Closing Date after giving effect to the issuance of the Shares and the exercise of this Special Warrant, and (assuming the conversion into Common Stock of all the 2001 Notes outstanding on the Closing Date at the conversion price resulting from adjustments made as a result of the Tender Offer and the Distributions and (BNotes) the number of any shares of Contingent Stock that are issued, and (ii) 24.9% of the outstanding shares of Common Stock as of the Closing after giving effect to the issuance of the Shares. Transferability: Transferable to the same extent as Shares. Cashless Exercise: Permitted. Antidilution Protection: Customary. Registration Rights: Same as for Shares. Listing of Warrants: Upon request of Purchaser. Listing of Shares issuable upon exercise of Warrants: Prior to Closing. Listing of Special Covenants: The Company will not be permitted to repurchase Common Stock if as a result thereof the exercisability of the Special Warrant will be limited. i EXHIBIT 1 TO INVESTMENT AGREEMENT EXHIBIT 2 TO INVESTMENT AGREEMENT TERMS OF WARRANTS Exercise Price: 1.5 times $270 million divided by the total number of Shares and shares of Common Stock subject to Special Warrants. Expiration Date: 12 years from date of issuance. Exercisability: Only after the second anniversary of issuance. Shares Subject to Warrant: Equal to the number of the Shares. Transferability: Transferable to the same extent as the Shares under Section 7.01. Cashless Exercise: Permitted. Antidilution Protection: Customary. Registration Rights: Same as for Shares. Listing of Warrants: Upon request of Purchaser. Listing of Shares issuable upon exercise of Warrants: Prior to Closing. Listing of Special Covenants: The Company will not be permitted to repurchase Common Stock if as a result thereof the exercisability of the Warrant will be limited. EXHIBIT 3 TO INVESTMENT AGREEMENT TERMS OF REGISTRATION RIGHTS AGREEMENT Registrable Securities: Shares issued under Investment Agreement, Warrants, Special Warrants and other Common Stock purchased by Purchaser in compliance with the Investment Agreement. Demand Registrations: Four. Piggyback Registrations: Unlimited. Registration Fees and Expenses: Payable by the Company, including counsel for selling stockholder. Selection of Underwriters: Purchaser selects underwriters for Demand Registrations subject to Company's consent which shall not be unreasonably withheld. Company selects underwriters for Piggyback Registrations subject to Purchaser's consent which shall not be unreasonably withheld. Priority in Exercise of Registration of Rights: In the event of cutbacks, securities to be registered for the account of the Purchaser shall have priority over other securities to be registered in connection with Demand Registrations and over other securities to be registered for the account other selling stockholders in Piggyback Registrations. Indemnification: Customary. Registration Procedures: Customary including, without limitation, provision of opinions of counsel and comfort letter. SCHEDULE 8.07 TO INVESTMENT AGREEMENT TENDER OFFER TIMING AND CONDITIONS The capitalized terms used in this Schedule 8.07 have the meaning set forth in the attached Agreement. COMMENCEMENT DATE: Approximately 20 business days preceding the date of the Company Meeting set forth in the Proxy Statement EXPIRATION DATE: No earlier than 20 business days following the Commencement Date. CONDITIONS: The conditions to the Tender Offer shall be as set forth below (capitalized terms set forth below shall have the meaning given them in the Tender Offer): Notwithstanding any other provisions of the Tender Offer, and in addition to (and not in limitation of) the Company's rights to extend and amend the Tender Offer at any time in its sole discretion (subject to the provisions of the Investment Agreement), the Company shall not be required to accept for payment or, subject to any applicable rules and regulations of the Commission, including Rule 14e-1(c) under the Exchange Act (relating to the Tender Offer), pay for, and may delay the acceptance for payment of or, subject to the restriction referred to above, the payment for, any tendered shares of Common Stock, and may amend the Tender Offer consistent with the terms of the Investment Agreement or terminate the Tender Offer if (i) the Minimum Condition (as defined below) has not been satisfied; (ii) the Financing Condition (as defined below) has not been satisfied; (iii) the Equity Investment Condition (as defined below) has not been satisfied; (iv) the Distribution Condition (as defined below) has not been satisfied; or (v) any of the General Conditions (as defined below) shall not have been satisfied. The Minimum Condition will be satisfied if, at the Acceptance Date, a minimum of 37,037,037 Shares (including Option Shares) have been validly tendered pursuant to the terms of the Tender Offer and not withdrawn. The Financing Condition will be satisfied upon (a) the availability to the Company on terms and conditions satisfactory to the Company in its sole discretion of funds sufficient to pay the Tender Offer Price for 37,037,037 Shares and related costs and expenses of the Tender Offer from the Subordinated Debt Offering, through borrowings under the Credit Facility, and/or from the Equity Investment, or any combination of the foregoing, and (b) the Company having obtained all necessary consents from lenders for completion of the Tender Offer and the Distributions. The Equity Investment Condition will be satisfied when all conditions to closing under the Investment Agreement have been satisfied or waived other than the following conditions: the condition set forth in Section 9.01(e) of the Investment Agreement relating to consummation of the Distributions; and the condition set forth in Section 9.03(g) of the Investment Agreement relating to consummation of the Tender Offer. The Distributions Condition shall be satisfied when all conditions, including among others (a) the registration statements relating to the distribution of shares in the Distributions having been declared effective by the Commission and (b) the Company having received an opinion of Xxxxxx, Xxxxxx & Xxxxxxxxx regarding the tax treatment of the Distributions, to the obligation of the Company to consummate the Distributions under the Distribution Agreement have been satisfied or waived, other than the B-48.