CREDIT AGREEMENT
Dated as of June 16, 1997
This Credit Agreement (this "Agreement") is made and entered
into by and among BT OFFICE PRODUCTS INTERNATIONAL, INC., a Delaware corporation
("BTOPI"), the European Subsidiaries from time to time party hereto, and KNP BT
EUROPCENTER N.V., a Belgian joint stock company having its registered office at
Xxxxxxxxxxx 00, Xxxxxx, Xxxxxxx ("Europcenter") (with certain terms used and not
otherwise defined herein being defined in Section 8 hereof).
W I T N E S S E T H:
WHEREAS, BTOPI and KNP BT Antilliana N.V., a Netherlands
Antilles joint stock company ("Antilliana"), entered into a Credit Agreement
dated as of June 15, 1995, pursuant to which Antilliana agreed to make loans, or
to cause Europcenter to make loans, to BTOPI and its subsidiaries in accordance
with the terms thereof in an aggregate principal amount not in excess of
$200,000,000; and
WHEREAS, pursuant to the terms of an Assignment and
Modification Agreement dated June 26, 1996, KNP BT Finance (USA), Inc., a
Delaware corporation ("KNP BT Finance"), subsequently became a party to such
credit agreement (as so modified, the "Existing Credit Agreement") for the
purpose of making loans to BTOPI and its U.S. subsidiaries in an aggregate
principal amount not in excess of $155,000,000, with Antilliana continuing to be
committed to make, or to cause Europcenter to make, loans to BTOPI's European
subsidiaries in an aggregate principal amount not in excess of $45,000,000; and
WHEREAS, effective Xxxxxx 0, 0000, XXX BT Finance's commitment
under the Existing Credit Agreement was reduced to $15,000,000 and Antilliana's
commitment thereunder was reduced to $35,000,000; and
WHEREAS, as of the date hereof, no loans are outstanding to
KNP BT Finance or Antilliana under the Existing Credit Agreement and loans are
outstanding to Europcenter under the Existing Credit Agreement in the respective
principal amounts and currencies and from the respective European Subsidiaries
as borrowers as are indicated on Exhibit A attached hereto (the "Existing
Loans"); and
WHEREAS, as of the date hereof, certain European Subsidiaries
as indicated on Exhibit B attached hereto have invested positive balances in
cash management accounts with Europcenter's designated sweep account (the
"Existing Positive Balances"); and
WHEREAS, KNP BT Finance and Antilliana wish to terminate all
of their rights and obligations under the Existing Credit Agreement and BTOPI
and Europcenter wish to enter into this new Agreement.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. Termination of Existing Credit Agreement. This Agreement
shall be effective from and after the date hereof and the Existing Credit
Agreement is hereby terminated and of no further force or effect. The Existing
Loans are hereby converted into Loans (as defined in Section 2 hereof) under
this Agreement from Europcenter to the respective European Subsidiaries as
indicated on Exhibit A attached hereto without any further action being
required. The Existing Positive Balances are hereby converted into Loans under
this Agreement from the respective European Subsidiaries as indicated on Exhibit
B attached hereto to Europcenter without any further action being required. By
executing the Acknowledgement on the signature page hereto, each of Antilliana
and KNP BT Finance acknowledges the termination of the Existing Credit Agreement
and that no amount is owed to such entity under the Existing Credit Agreement.
2. Cash Management Accounts; Commitments to Make Loans. (a)
Each of the European Subsidiaries and Europcenter shall establish an account or
accounts (each, a "Designated Account") at such bank or banks in European
countries as all of the parties shall agree (each, a "Sweep Bank," and,
collectively, the "Sweep Banks"). Each party shall give its Sweep Bank
instructions that, for value at the close of each Business Day, and subject to
the terms and conditions of this Agreement, (i) any net overdraft in the
Designated Account(s) of any such party other than Europcenter shall be covered
by a transfer from the Designated Account of Europcenter at its Sweep Bank to
the Designated Account of the party with the overdraft at its Sweep Bank and
(ii) any net positive balance in the Designated Account(s) of such party other
than Europcenter shall be transferred to the Designated Account of Europcenter,
in the case of either clause (i) or (ii), up to the limits as set forth in
Section 2(b) hereof.
(b) Any transfer pursuant to Section 2(a) hereof from Europcenter to any
European Subsidiary shall constitute a loan from Europcenter to such party, and
any transfer pursuant to Section 2(a) hereof from any European Subsidiary to
Europcenter shall constitute a loan from such party to Europcenter
(collectively, the "Loans"). Europcenter shall be obligated to make such Loans
hereunder from time to time during the period from the date hereof through the
Maturity Date in an aggregate unpaid principal amount (or Netherlands Guilder
Equivalent thereof) up to the Europcenter Commitment at the time of the making
of any Loan, with the commitment amount to each individual European Subsidiary
comprising part of the Europcenter Commitment being agreed to from time to time
among the parties hereto. The European Subsidiaries shall be obligated to make
such Loans hereunder in an aggregate unpaid principal amount (or Netherlands
Guilder Equivalent thereof) up to the European Subsidiaries Commitment at the
time of the making of any Loan, with the commitment amount to Europcenter from
each individual European Subsidiary comprising part of the European Subsidiaries
Commitment being agreed to from time to time among the parties hereto. Loans
may, at the option of the borrower, be disbursed in German Marks, British
Pounds, Netherlands Guilders, Swedish Kronor or in any other currency acceptable
to the lender (the currency in which any Loan is disbursed hereunder being
hereinafter referred to as the "Relevant Currency").
3. Interest. Each Loan shall bear interest on the outstanding
principal amount thereof until due at a rate per annum equal to, (i) in the case
of a Loan from Europcenter to a European Subsidiary, the Overdraft Rate as in
effect from time to time plus the applicable Margin, and (ii) in the case of a
Loan from a European Subsidiary to Europcenter, the Overdraft Rate as in effect
from time to time minus the applicable Margin. Interest shall be payable in the
Relevant Currency on each Interest Payment Date and when such Loan shall be due
(whether at maturity, by reason of prepayment or acceleration or otherwise), but
only to the extent then accrued on the amount then so due.
4. Repayment. The Loans shall mature and become due and
payable, and shall be repaid by the respective borrower, in full on the
Maturity Date. Each Loan shall be repaid in the Relevant Currency.
5. Commitment Fee; Reduction of Commitments. BTOPI shall pay
to Europcenter a commitment fee (the "Commitment Fee") at a rate per annum equal
to the Commitment Fee Percentage from time to time in effect on the daily unused
amount of the Europcenter Commitment for each day from the date hereof through
the Maturity Date, payable quarterly in arrears on each March 31, June 30,
September 30 and December 31 (with the first payment being due on December 31,
1997 for the period from the date hereof through December 31, 1997), on the
Maturity Date and on the date of any reduction of the Europcenter Commitment (to
the extent accrued and unpaid on the amount of the reduction). BTOPI may reduce
the Europcenter Commitment by giving Europcenter five Business Days' notice
(which shall be irrevocable) thereof, except that no partial reduction of the
Europcenter Commitment shall be in an amount less than NLG 5,000,000.
Europcenter may reduce the European Subsidiaries Commitment by giving BTOPI five
Business Days' notice (which shall be irrevocable) thereof, except that no
partial reduction of the European Subsidiaries Commitment shall be in an amount
less than NLG 5,000,000.
6. Termination. (a) This Agreement shall terminate prior to
the Maturity Date as to any party upon the first to occur of the following:
(i) any payment of interest due from such party pursuant
hereto shall not be made when and as due and in accordance
with the terms of this Agreement and such failure shall
continue for 14 days;
(ii) (A) such party shall fail to pay, in accordance with its
terms and when due and payable, any of the principal of or
interest on any of its indebtedness (other than amounts due
hereunder) or (B) the maturity of any such indebtedness shall,
in whole or in part, have been accelerated, or any such
indebtedness shall, in whole or in part, have been required to
be prepaid prior to the stated maturity thereof, in accordance
with the provisions governing such indebtedness, and in the
case of each of (A) and (B) such event shall not be cured
within 14 days;
(iii) (A) such party shall commence any case, proceeding or
action (x) under any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization or relief of debtors, seeking to
have an order for relief entered with respect to it, or
seeking to adjudicate it a bankrupt or insolvent, or seeking
reorganization, arrangement, adjustment, winding-up,
liquidation, dissolution, composition or other relief with
respect to it or its debts, or (y) seeking appointment of a
receiver, trustee, custodian, conservator or other similar
official for it or for all or any substantial part of its
assets, or such party shall make a general assignment for the
benefit of its creditors; or (B) there shall be commenced
against such party any case, proceeding or action of a nature
referred to in clause (A) above which (x) results in the entry
of an order for relief or any such adjudication or appointment
or (y) remains undismissed, undischarged or unbonded for a
period of 30 days; or (C) there shall be commenced against
such party any case, proceeding or other action seeking
issuance of a warrant of attachment, execution, distraint or
similar process against all or any substantial part of its
assets which results in the entry of an order for any such
relief which shall not have been vacated, discharged, or
stayed or bonded pending appeal within 30 days from the entry
thereof; or (D) such party shall take any action in
furtherance of, or indicating its consent to, approval of, or
acquiescence in, any of the acts set forth in clause (A), (B)
or (C) above; or (E) such party shall generally not, or shall
be unable to, or shall admit in writing its inability to, pay
its debts as they become due;
(iv) N.V. Koninklijke KNP BT shall at any time, directly or
indirectly, fail to own, beneficially, more than 50% of the
issued and outstanding share capital of BTOPI, in which case
this Agreement shall terminate as to all parties;
(v) BTOPI shall (A) cease to be a validly existing
corporation or (B) sell, lease, assign, transfer or otherwise
dispose of all or substantially all of its business and assets
to any Person (other than any European Subsidiary), in which
case this Agreement shall terminate as to all parties; or
(vi) the mutual written consent of the parties hereto.
(b) Upon any such termination as to any party, the principal
of and interest on any Loans outstanding to such party hereunder shall become
due and payable to the lender thereof and the Europcenter Commitment or
European Subsidiaries Commitment, as the case may be, to make Loans to such
party shall terminate as to such party.
7. Miscellaneous. (a) Except as otherwise expressly provided,
all notices, communications and materials to be given or delivered pursuant to
this Agreement shall be given or delivered in writing (which shall include
telecopy transmissions) at the respective addresses and telecopier numbers and
to the attention of the individuals or departments listed on the signature pages
of this Agreement or at such other address or telecopier or telephone number or
to the attention of such other individual or department as the party to which
such information pertains may hereafter specify. Notices, communications and
materials shall be deemed given or delivered when delivered or received at the
appropriate address or telecopy number to the attention of the appropriate
individual or department.
(b) Any term, covenant, agreement or condition of this
Agreement may be amended, and any right under this Agreement may be waived, if
such amendment or waiver is in writing and, in the case of an amendment, is
signed by all of the parties hereto and, in the case of a waiver, is signed
by the waiving party. Unless otherwise specified in such waiver, a waiver of
any right under this Agreement shall be effective only in the specific instance
and for the specific purpose for which given.
(c) None of the parties hereto may assign any of its rights or
obligations under this Agreement without the prior written consent of the other
parties.
(d) This Agreement shall be construed in accordance with
and governed by the laws of Belgium (without giving effect to its choice of law
principles).
(e) Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions thereof or affecting the validity or
enforceability of such provision in any other jurisdiction. To the extent
permitted by applicable law, each of the parties hereto hereby waives any
provision of applicable law that renders any provision of this Agreement
prohibited or unenforceable in any respect.
(f) This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto wereupon the same instrument.
(g) This Agreement embodies the entire agreement of the
parties relating to the subject matter hereof and supersedes all prior
agreements, representations and understandings, if any, relating to the subject
matter hereof.
(h) All of the provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
8. Defined Terms. For the purposes of this Agreement, the
following terms shall have the following meanings:
"Business Day" means any day other than a Saturday, Sunday or
other day on which the relevant Sweep Bank or Sweep Banks are authorized to
close.
"Capital Lease Obligations" of any Person means the
obligations of such Person to pay rent or other amounts under any lease of (or
other arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.
"Commitment Fee Percentage" shall mean on any date the
applicable percentage set forth below based upon the Consolidated Leverage Ratio
as set forth below:
Consolidated Leverage Ratio Commitment
Fee
Category 1 .125%
----------
Less than or equal to 2.0
Category 2 .175%
----------
Greater than 2.0 but less than or equal to 3.0
Category 3 .225%
----------
Greater than 3.0
Except as set forth below, the Consolidated Leverage Ratio utilized for purposes
of determining the Commitment Fee Percentage shall be that in effect as of the
last Financial Statement Date. Each change in the Commitment Fee Percentage
resulting from a change in the Consolidated Leverage Ratio shall be effective
with respect to all Europcenter Commitments outstanding on and after the date of
such change.
"Consolidated EBITDA" shall mean, for any period, Consolidated
Net Income for such period, plus, to the extent deducted in computing such
Consolidated Net Income and without duplication, (a) depreciation and
amortization expense, (b) Consolidated Interest Expense, (c) income tax expense
and (d) other non-cash charges, all as determined in accordance with GAAP
consistently applied, minus any non-cash income, if any, attributable to equity
investments in Persons other than the Subsidiaries of BTOPI.
"Consolidated Interest Expense" shall mean, for any period,
the gross interest expense of BTOPI and its Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP consistently applied.
"Consolidated Leverage Ratio" shall mean, on any date, the
ratio of Consolidated Total Debt at such date to Consolidated EBITDA for the
period of the four consecutive fiscal quarters most recently ended as of such
date, adjusted on a pro forma basis to include the pre-acquisition results of
any Material Acquisitions during such period and to exclude the pre-divestiture
results of any Material Divestitures during such period.
"Consolidated Net Income" shall mean, for any period, the net
income (or loss) of BTOPI and its Subsidiaries for such period, determined on a
consolidated basis in accordance with GAAP consistently applied.
"Consolidated Total Debt" shall mean, as of any date, all Debt
of BTOPI and its Subsidiaries on such date, determined on a consolidated basis
in accordance with GAAP consistently applied.
"Debt" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such Person
upon which interest charges are customarily paid, (d) all obligations of such
Person under conditional sale or other title retention agreements relating to
property acquired by such Person, (e) all obligations of such Person in respect
of the deferred purchase price of property or services (excluding current
accounts payable incurred in the ordinary course of business), (f) all Debt of
others secured by (or for which the holder of such Debt has an existing right,
contingent or otherwise, to be secured by) any Lien on property owned or
acquired by such Person, whether or not the Debt secured thereby has been
assumed, (g) all Guarantees by such Person of Debt of others, (h) all Capital
Lease Obligations of such Person, and (i) all obligations, contingent or
otherwise, of such Person as an account party in respect of letters of credit,
letters of guaranty and bankers' acceptances. The Debt of any Person shall
include the Debt of any other entity (including any partnership in which such
Person is a general partner) to the extent such Person is liable therefor as a
result of such Person's ownership interest in or other relationship with such
entity, except to the extent the terms of such Debt provide that such Person is
not liable therefor.
"Europcenter Commitment" means 70,000,000 Netherlands
Guilders, as the same may be reduced from time to time pursuant to Section 5
hereof, or, as the context may require, the obligation of Europcenter to make
Loans in an aggregate unpaid principal amount not exceeding such amount.
"European Subsidiaries" means each subsidiary of BTOPI
organized under the laws of a European country that has executed a signature
page hereto and any other such subsidiary 99% of the issued and outstanding
common voting shares or interests of which are beneficially owned, directly or
indirectly, by BTOPI that may from time to time become a party to this Agreement
by executing an additional signature page to this Agreement.
"European Subsidiaries Commitment" means 20,000,000
Netherlands Guilders, as the same may be reduced from time to time pursuant to
Section 5 hereof, or, as the context may require, the obligation of the European
Subsidiaries to make Loans in an aggregate unpaid principal amount not exceeding
such amount.
"Exchange Rate" shall mean, when converting any amount
denominated in a currency other than Netherlands Guilders into Netherlands
Guilders, the rate determined in good faith by Europcenter at the close of
business in Brussels, Belgium, on the date as to which any determination thereof
is to be made, as the spot rate at which such currency is offered for sale to
Europcenter against delivery of Netherlands Guilders by Europcenter. If for any
reason the Exchange Rate for any currency cannot be calculated as provided
above, Europcenter shall calculate the Exchange Rate on such basis as it deems
fair and equitable.
"Financial Statement Date" shall mean the 90th day following
the end of the fourth fiscal quarter, and the 45th day following the end of each
other fiscal quarter, in each fiscal year of BTOPI.
"GAAP" shall mean U.S. generally accepted accounting
principles, applied on a consistent basis.
"Guarantee" of or by any Person (the "guarantor") shall mean
any obligation, contingent or otherwise, of the guarantor guaranteeing or having
the economic effect of guaranteeing any Debt or other obligation of any other
Person (the "primary obligor") in any manner, whether directly or indirectly,
and including any obligation, direct or indirect, of the guarantor (a) to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Debt or other obligation or to purchase (or to advance or supply funds for the
purchase of) any security in order to effect the payment thereof, (b) to
purchase or lease property, securities or services for the purpose of assuring
the owner of such Debt or other obligation of the payment thereof, (c) to
maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Debt or other obligation or (d) as an account party in
respect of any letter of credit or letter of guaranty issued to support such
Debt or obligation; provided, that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business.
"Interest Payment Date" means the last Business Day of each
calendar month of each year.
"Lien" means, with respect to any property or asset (or any
income or profits therefrom) of any Person (in each case whether the same is
consensual or nonconsensual or arises by agreement, operation of law, legal
process or otherwise) (a) any mortgage, lien, pledge, attachment, levy or other
security interest of any kind thereupon or in respect thereof or (b) any other
arrangement, express or implied, under which the same is subordinated,
transferred, sequestered or otherwise identified so as to subject the same to,
or make the same available for, the payment or performance of any liability in
priority to the payment of the ordinary, unsecured liabilities of such Person.
For the purposes of this Agreement, a Person shall be deemed to own subject to a
Lien any asset that it has acquired or holds subject to the interest of a vendor
or lessor under any conditional sale agreement, capital lease or other title
retention agreement relating to such asset.
"Margin" means 1%.
"Material Acquisitions" shall mean, for any four quarter
period, operating units or entities acquired by BTOPI and its Subsidiaries
during such period, other than those acquired for consideration not greater than
$5,000,000 for any such operating unit or entity.
"Material Divestitures" shall mean, for any four quarter
period, operating units or entities disposed of by BTOPI and its Subsidiaries
during such period, other than those disposed of for consideration not greater
than $5,000,000 for any such operating unit or entity.
"Maturity Date" means July 16, 1999.
"Netherlands Guilder Equivalent" means, with respect to any
currency other than Netherlands Guilders, the amount of Netherlands Guilders
into which such currency could be converted at the Exchange Rate.
"Netherlands Guilders" and the symbol "NLG" mean lawful money of The
Netherlands.
"Overdraft Rate" means as of any day, the rate per annum
appearing for one calendar month interest periods as of 11:00 a.m. (local time
at the office of Europcenter) on the first business day of the month during
which such day occurs (i) with respect to any Loan in German Marks, on the FIBO
page of the Xxxxxx Screen, (ii) with respect to any Loan in British Pounds, on
the LIBP page of the Xxxxxx Screen, (iii) with respect to any Loan in
Netherlands Guilders, on the AIBO page of the Xxxxxx Screen, (iv) with respect
to any Loan in Swedish Kronor, on the relevant page of the Xxxxxx Screen and (v)
with respect to any other currency, the rate per annum appearing on the relevant
page of the Xxxxxx Screen with respect to such currency. If two or more rates
appear on the relevant page of the Xxxxxx Screen, the Overdraft Rate shall be
the arithmetic mean of such rates. If fewer than two rates appear, the Overdraft
Rate shall be the rate that appears.
"Person" means any individual, sole proprietorship,
corporation, partnership, trust, unincorporated organization, mutual company,
joint stock company, estate, union, employee organization, government or any
agency or political subdivision thereof.
"Subsidiary" means with respect to any Person, any
corporation, association or other business entity of which more than 50% of the
voting power of the outstanding voting securities or interests is owned,
directly or indirectly, by such Person and one or more other Subsidiaries of
such Person.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized officers all as of the date
hereof.
BT OFFICE PRODUCTS
INTERNATIONAL, INC. 0000 X. Xxxx Xxxx Xxxx
Xxxxxxx Xxxxx, Xxxxxxxx 00000
Attention: Xx. Xxxxx Xxxxxxx
By: /s/ Xxxxxxx X. Xxxxxxx Tel: 000-000-0000
--------------------------------- Fax: 000-000-0000
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President of Finance and
Cheif Financial Officer
KNP BT EUROPCENTER N.V. Xxxxxxxxxxx 00, xxx 0
0000 Xxxxxx
Xxxxxxx
By: /s/ Xxxxx Xxxxxxxxx Attention: Xx. Xxxxx Xxxxxxxxx
--------------------------------- Tel: 000 00 00 00 00 00
Name: Xxxxx Xxxxxxxxx Fax: 000 00 00 00 00 00
Title: Managing Director
XXXXXXX CENTRUM VOOR
KANTOOREFFICIENCY BV Burg. Xxxxxxxxx 00
0000 XX Xxxxxx
Xxx Xxxxxxxxxxx
By: /s/ Xxxx Xxxxxxxxx
---------------------------------
Name: Xxxx Xxxxxxxxx P.O. Box 1196
Title: Director of Finance 8001 BD Zwolle
and Administration The Netherlands
Attention: Xx. Xxxx Xxxxxxxxx
Tel: 000-00-00-000 19 11
Fax: 000-00-00-000 98-08
VEENMAN OFFICE MANAGEMENT BV Lylantse Xxxx 00
0000 XX Xxxxxxx x/x XXxxxx
The Netherlands
By: /s/ T.J.M. van der Xxxxxx
---------------------------------
Name: T.J.M. van der Xxxxx X.X. Xxx 0000
Title: Financial Controller 3000 BH Rotterdam
The Netherlands
Attention: Mr. Hans van der Xxxxxx
Tel: 000-00-00-000 63 33
Fax: 000-00-00-000 61 62
BT OFFICE PRODUCTS
DEUTSCHLAND GMBH Xxxxxxx-Xxxxxxxxx Xxxxxxx 00-00
00000 Xxxxxxxxx (Vaihungen)
Germany
By: /s/ Xxxxx Xxxxx
---------------------------------
Name: Xxxxx Xxxxx P.O. Box 800240
Title: Manager-Finance 70502 Stuttgart
Germany
Attention: Xx. Xxxxx Xxxxx
Tel: 000-00-000-00 62 00
Fax: 000-00-000-000 22 11
XXXXXXXXXX + XXXXX GMBH & CO KG
Xxxxxxx-Xxxxxxxxx Xxxxxxx 00-00
00000 Xxxxxxxxx (Vaihungen)
By: /s/ Xxxxx Xxxxx Germany
---------------------------------
Name: Xxxxx Xxxxx
Title: Manager-Finance X.X. Xxx 000000
00000 Stuttgart
Germany
Attention: Xx. Xxxxx Xxxxx
Tel: 000-00-000-00 62 00
Fax: 000-00-000-00 62 11
BVZ BUROVERSORGUNGSZENTRUM Xxxxxxx-Xxxxxxxxx Xxxxxxx 00-00
00000 Xxxxxxxxx (Vaihungen)
By: /s/ Xxxxx Xxxxx Germany
---------------------------------
Name: Xxxxx Xxxxx
Title: Manager-Finance X.X. Xxx 000000
00000 Stuttgart
Germany
Attention: Xx. Xxxxx Xxxxx
Tel: 000-00-000-00 62 00
Fax: 000-00-000-000 22 11
CLASSIC OFFICE PRODUCTS GMBH Xxxxxxxxxxxx 0
00000 Xxxxxxxxx
Xxxxxxx
By: /s/ Xxxxx Xxxxx
---------------------------------
Name: Xxxxx Xxxxx P.O. Box 160355
Title: Xxxxxxx-Xxxxxxx 00000 Xxxxxxxxx xx Xxxx
Xxxxxxx
Attention: Xx. Xxxxx Xxxxx
Tel: 000-00-000-00 62 00
Fax: 000-00-000-000 22 11
XXXXXXXX & CIE Xxxxxxxxxxxx 0
00000 Xxxxxxxxx
Xxxxxxx
By: /s/ Xxxxx Xxxxx
---------------------------------
Name: Xxxxx Xxxxx P.O. Box 160355
Title: Xxxxxxx-Xxxxxxx 00000 Xxxxxxxxx xx Xxxx
Xxxxxxx
Attention: Xx. Xxxxx Xxxxx
Tel: 000-00-000-00 62 00
Fax: 000-00-000-000 22 11
BT OFFICE PRODUCTS SWEDEN AB Karrgatam 4
X.X. Xxx 0000
000 00 Xxxxx
Xx: /s/ Xxx Xxxxxxxxxx
--------------------------------- Swedem
Name: Xxx Xxxxxxxxxx Attention: Xx. Xxx Xxxxxxxxxx
Title: Finance and Administration Tel: 000-00-00-00 17 00
Fax: 000-00-00-00 32 34
BT OFFICE PRODUCTS EUROPE BV Xxxxxxxxxxxxx 00
0000 XX Amsterdam ZO
The Netherlands
By: /s/ Xxxxx xxx Xxxx
--------------------------------
Name: Xxxxx xxx Xxxx P.O. Box 22740
Title: Chief Financial Officer 0000 XX Xxxxxxxxx ZO
The Netherlands
Attention: Xx. Xxxxx xxx Xxxx
Tel: 000-00-00-000 11 11
Fax: 000-00-00-000 93 69
VEENMAN KANTOORMACHINES BV Lylantste Xxxx 00
0000 XX Xxxxxxx x/x XXxxxx
The Netherlands
By: /s/ Hans van der Xxxxxx
--------------------------------
Name: Hans van der Xxxxxx X.X. Xxx 0000
Title: Financial Controller 3000 BH Rotterdam
The Netherlands
Attention: Mr. Hans van der Xxxxxx
Tel: 000-00-00-000 63 33
Fax: 000-00-00-000 61 62
REPRO COPIERS NEDERLAND BV Xxxxxxxxxxx 0
0000 XX Xxxxxxx
The Netherlands
By: /s/ Hans van der Xxxxxx
---------------------------------
Name: Hans van der Xxxxxx X.X. Xxx 0000
Title: Financial Controller 3503 RP Utrecht
The Netherlands
Attention: Mr. Hans van der Xxxxxx
Tel: 000-00-00-000 63 33
Fax: 000-00-00-000 61 62
BT OFFICE PRODUCTS EUROPE X.X. Xxxxxxxxxxxxx 00
0000 XX Amsterdam ZO
The Netherlands
By: /s/ Xxxxx xxx Xxxx
--------------------------------- Attention: Xx. Xxxxx xxx Xxxx
Name: Xxxxx xxx Xxxx Tel: 000-00-00-000 11 1
Title: Chief Financial Officer Fax: 000-00-00-000 93 69
BT OFFICE PRODUCTS NEDERLAND B.V. Xxxxxxxxxxxxx 00
0000 XX Amsterdam ZO
The Netherlands
By: /s/ Xxxxx xxx Xxxx
--------------------------------- Attention: Xx. Xxxxx xxx Xxxx
Name: Xxxxx xxx Xxxx Tel: 000-00-00-000 11 11
Title: Chief Financial Officer Fax: 000-00-00-000 93 00
XXXXX X.X. Xxxxxxxxxxxxx 00
0000 XX Amsterdam ZO
The Netherlands
By: /s/ Xxxxx xxx Xxxx
--------------------------------- Attention: Xx. Xxxxx xxx Xxxx
Name: Xxxxx xxx Xxxx Tel: 000-00-00-000 11 11
Title: Chief Financial Officer Fax: 000-00-00-000 93 69
BAX BUROSYSTEME VERTRIEBSGESELLSCHAFT M.B.H. X.X. Xxx 000
00000 Maisach b. Munchen
Germany
By: /s/ Xxxxx Xxxxx
--------------------------------- Attention: Xx. Xxxxx Xxxxx
Name: Xxxxx Xxxxx Tel: 000-00-000-00 62 00
Title: Manager-Finance Fax: 000-00-000-000 22 11
NETT + WURTH GMBH X.X. Xxx 0000
00000 Xxxxxx
Xxxxxxx
By: /s/ Xxxxx Xxxxx
---------------------------------- Attention: Xx. Xxxxx Xxxxx
Name: Xxxxx Xxxxx Tel: 000-00-000-00 62 00
Title: Manager-Finance Fax: 000-00-000-000 22 11
(AS TO SECTION 1 OF THIS AGREEMENT)
ACKNOWLEDGED AND AGREED TO:
KNP BT ANTILLIANA N.V.
By: /s/ Andre X.X. Xxxxxxxxx
----------------------------------
Name: Andre X.X. Xxxxxxxxx
Title: Managing Director
KNP BT FINANCE (USA), INC.
By: /s/ Andre X.X. Xxxxxxxxx
----------------------------------
Name: Andre X.X. Xxxxxxxxx
Title: President
Exhibit A
Existing Loans
Borrower Principal Amount
and Currency
----------------
The Netherlands
-----------------------------------
Xxxxxxx Centrum voor NLG 738,700.08
Kantoorefficiency BV
Veenman Office Management BV NLG 626,796.81
BT Office Products Europe BV NLG 300,556.68
Germany
-----------------------------------
BT Office Products Deutschland GmbH DM 11,721,802.88
BVZ Buroversorgungszentrum DM 112,266.43
Classic Office Products GmbH DM 8,119,887.48
Xxxxxxxx & Cie DM 3,643,310.49
Sweden
-----------------------------------
BT Office Products Sweden AB SEK 3,019,351.75
----------------
TOTAL COUNTERVALUE IN NLG 28,967,022.68
(Based on the June 16, 1997 Exchange Rate of local currencies to
NLG)
----------------
TOTAL COUNTERVALUE IN USD 14,868,772.74
(Based on the June 16, 1997 Exchange Rate of 1 NLG = .5133 USD)
Exhibit B
Existing Positive Balances
European Subsidiary
BT Office Products Europe C.V.
UK Bel B.V.
Veenman kantoormachines BV
Repro Copiers Nederland BV
bax Burosysteme Vertriebsgesellschaft mbH
Nett + Wurth GmbH
