EXHIBIT 10.21
AMENDMENT No. 1 dated as of December
20, 1996 (this "Amendment") to the
Competitive Advance and Revolving Credit
Facility Agreement dated as of August 2,
1996 (the "Credit Agreement"), among BT
OFFICE PRODUCTS INTERNATIONAL, INC. (the
"Company"), the Borrowing Subsidiaries and
Guarantors named in the Credit Agreement,
the lenders named in the Credit Agreement
(the "Lenders"), THE CHASE MANHATTAN BANK,
as administrative agent (the "Administrative
Agent"), and ABN AMRO BANK N.V., as
documentation agent.
A. Pursuant to the Credit Agreement, the Lenders have
agreed to extend credit to the Company, in each case pursuant to
the terms and subject to the conditions set forth therein.
B. The Company has requested that certain provisions
contained in the Credit Agreement be amended as set forth herein.
C. The Lenders are willing to so amend the Credit
Agreement pursuant to the terms and subject to the conditions set
forth herein.
Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto agree as follows (all
capitalized terms used and not otherwise defined herein having the meanings
given them in the Credit Agreement as amended hereby):
SECTION 1. Amendment to Section 6.08 of the Credit Agreement.
Section 6.08 of the Credit Agreement is hereby amended and restated as follows:
SECTION 6.08. Consolidated Leverage Ratio. The
Consolidated Leverage Ratio will not at any time (i) on or before March
31, 1997 exceed 3.75 to 1.0, and (ii) after March 31, 1997 exceed 3.25
to 1.0.
SECTION 2. Representations and Warranties. To induce the other
parties hereto to enter into this Amendment, the Company represents and warrants
to each of the Lenders and the Administrative Agent that, after giving effect to
this Amendment, (a) the representations and warranties set forth in Article IV
of the Credit Agreement are true and correct on and as of the date hereof with
the same effect as though made on and as of the date hereof, except to the
extent such representations and warranties expressly relate to an earlier date,
and (b) no Default or Event of Default has occurred and is continuing.
SECTION 3. Conditions to Effectiveness. This Amendment
shall become effective on the date that the Administrative Agent shall have
received counterparts of this Amendment that, when taken together, bear the
signatures of the Company and the Required Lenders.
SECTION 4. Effect of Amendment. Except as expressly set forth
herein, this Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of or otherwise affect the rights and remedies of the
Lenders or the Administrative Agent or of the Company under the Credit
Agreement, and shall not alter, modify, amend or in any way affect any of the
terms, conditions, obligations, covenants or agreements contained in the Credit
Agreement, which is ratified and affirmed in all respects and shall continue in
full force and effect. Nothing herein shall be deemed to entitle the Company to
a consent to, or a waiver, amendment, modification or other change of, any of
the terms, conditions, obligations, covenants or agreements contained in the
Credit Agreement in similar or different circumstances.
SECTION 5. Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same instrument.
Delivery of any executed counterpart of a signature page of this Amendment by
facsimile transmission shall be as effective as delivery of a manually executed
counterpart hereof.
SECTION 6. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their duly authorized officers, all as of the
date and year first above written.
BT OFFICE PRODUCTS INTERNATIONAL,
INC.,
By: /s/ Xxxx X. XxXxxxxxx
---------------------------------------
Name: Xxxx X. XxXxxxxxx
Title: Vice President-Finance
and Administration
Guarantors
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XXXXX PAPER COMPANY,
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President
XX XXXXXX OFFICE PRODUCTS, INC.,
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
BUSINESS ESSENTIALS, INC.
(Minneapolis),
By: /s/ Xxxxxx Re
--------------------------------------
Name: Xxxxxx Re
Title: President
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GENERAL OFFICE SUPPLY COMPANY, INC.,
By: /s/ Xxxxx Xxxxxx
---------------------------------------
Name: Xxxxx Xxxxxx
Title: President
XXXXXXXX-XXXXX OFFICE SUPPLY
COMPANY,
By: /s/ Xxxxx Xxxxxxxx
--------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President and Treasurer
TOTAL OFFICE PRODUCTS & PRINTERS,
INC.,
By: /s/ Xxxx Xxxxxxxxx
---------------------------------------
Name: Xxxx Xxxxxxxxx
Title: President
BUSINESS ESSENTIALS, INC.
(St. Louis),
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
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APOLLO STATIONERS, INC.
By: /s/ Xxxxx Xxxxxxx
--------------------------------------
Name: Xxxxx Xxxxxxx
Title: President
BT OFFICE PRODUCTS INTERNATIONAL
HOLDINGS, INC.,
By: /s/ Xxxx X. XxXxxxxxx
--------------------------------------
Name: Xxxx X. XxXxxxxxx
Title: Vice President
BT OPE HOLDINGS, INC.,
By: /s/ Xxxx X. XxXxxxxxx
--------------------------------------
Name: Xxxx X. XxXxxxxxx
Title: Vice President
CROWN OFFICE PRODUCTS, INC.,
By: /s/ Xxxxx Xxxxxxxx
--------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President and
Treasurer
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