EXHIBIT 10.14
CONSENT TO SECTION 10 OF SECOND AMENDMENT
CONSENT TO SECTION 10 OF SECOND AMENDMENT, dated as of April 15,
1999 (this "CONSENT"), to the Credit Agreement, dated as of June 9, 1998
(the "CREDIT AGREEMENT"), as amended by the First Amendment, dated as of
August 11, 1998, each among U.S. OFFICE PRODUCTS COMPANY, a Delaware
corporation ( the "BORROWER"), BLUE STAR GROUP LIMITED, a New Zealand
corporation ("BLUE STAR GROUP"), the several banks and other financial
institutions from time to time parties to the Credit Agreement (the
"LENDERS"), BANKERS TRUST COMPANY, a New York banking corporation, as
syndication agent (in such capacity, the "SYNDICATION AGENT"), XXXXXXX XXXXX
CAPITAL CORPORATION, a Delaware corporation, as documentation agent for the
Lenders hereunder (in such capacity, the "DOCUMENTATION AGENT"), and THE
CHASE MANHATTAN BANK, a New York banking corporation, as administrative agent
for the Lenders hereunder (in such capacity, the "ADMINISTRATIVE AGENT").
WITNESSETH:
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed
to make, and have made, certain loans and other extensions of credit to the
Borrower; and
WHEREAS, the Borrower is requesting the consent of the Basic Lenders
to the Second Amendment, dated the date hereof (the "SECOND AMENDMENT"),
amending the Credit Agreement in several respects; and
WHEREAS, Section 10 of the Second Amendment constitutes a waiver of
Section 8.17 of the Credit Agreement; and
WHEREAS, pursuant to Section 12.1(a) of the Credit Agreement, the
consent of the Required Lenders is required to effect any waiver of Section
8.17 of the Credit Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein, the parties hereto agree as follows:
SECTION 1. DEFINED TERMS. Terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement and
the following term shall have the following meaning:
"ADDITIONAL EQUITY INVESTMENT": the purchase by the Equity Investors
and/or their Affiliates, upon or after the effectiveness of the Second
Amendment to this Agreement, dated as of April 15, 1999, of equity
securities of the Borrower resulting in the payment to the Borrower of
gross cash proceeds of at least $50,000,000.
Unless otherwise indicated, all Schedule, Section and subsection references
are to the Credit Agreement.
SECTION 2. WAIVER OF SUBSECTION 8.17. Subsection 8.17 is hereby waived
to permit the Borrower to use the Net Cash Proceeds of the Additional Equity
Investment to repurchase the Senior Subordinated Notes for an aggregate
purchase price not to exceed the amount equal to (A) the Net Cash Proceeds of
the Additional Equity Investment MINUS (B) the sum of (x) the aggregate
amount of acquisitions made pursuant to subsection 8.10 in reliance upon such
Net Cash Proceeds and (y) the aggregate amount of Capital Expenditures made
pursuant to subsection 8.8 in reliance upon such Net Cash Proceeds.
SECTION 3. REPRESENTATIONS AND WARRANTIES. After giving effect to this
Consent, the Borrower hereby confirms, reaffirms and restates in all material
respects the representations and warranties set forth in Section 5 of the
Credit Agreement as if made on and as of the date hereof except for any
representation or warranty made as of the earlier date, which representation
or warranty shall have been true and correct in all material respects as of
such earlier date.
SECTION 4. CONDITIONS TO EFFECTIVENESS. This Consent to Section 10 of
the Second Amendment shall become effective, if at all, simultaneously with
(and not after) the effectiveness of the Second Amendment upon (a) receipt by
the Administrative Agent of counterparts of this Consent, duly executed and
delivered by the Borrower and Blue Star Group, (b) the consent of the
Required Lenders (whether such consent is contained in the Second Amendment
or in this Consent) and (c) receipt by the Administrative Agent from the
Borrower for the account of each Tranche B Term Loan Lender that duly
executes and delivers this Consent of an amendment fee equal to 0.25% of such
Xxxxxx's Tranche B Term Loans (it being understood that the Borrower shall be
under no obligation to pay such fee to any Tranche B Term Loan Lender
executing this Consent unless and until the consent of the Required Lenders
shall have been obtained).
SECTION 5. PAYMENT OF EXPENSES. The Borrower agrees to pay or
reimburse the Administrative Agent for all of its reasonable out-of-pocket
costs and expenses incurred in connection with this Consent, any other
documents prepared in connection herewith and the transactions contemplated
hereby, including, without limitation, the reasonable fees and disbursements
of counsel to the Administrative Agent.
SECTION 6. CONTINUING EFFECT OF CREDIT AGREEMENT. Except as expressly
amended herein, the Credit Agreement shall continue to be, and shall remain,
in full force and effect in accordance with its terms.
SECTION 7. GOVERNING LAW: COUNTERPARTS. THIS CONSENT AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. This
Consent may be executed by the parties hereto in any number of separate
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. The execution and delivery of this
Consent by any Lender shall be binding upon each of its successors and
assigns (including Transferees of its commitments and Loans in whole or in
part prior to effectiveness hereof) and binding in respect of all of its
commitments and Loans, including any acquired subsequent to its execution and
delivery hereof and prior to the effectiveness hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Consent to
be duly executed and delivered by their proper and duly authorized officers
as of the day and year first above written.
U.S. OFFICE PRODUCTS COMPANY
By: /s/ Xxxx X. Xxxxxxxx
------------------------------
Title: Xxxx X. Xxxxxxxx
VP Finance
BLUE STAR GROUP LIMITED
By: /s/ Xxxxxxx X. Xxxx
------------------------------
Title: Xxxxxxx X. Xxxx
Director
BAY HARBOUR PARTNERS LTD., as a Lender
By: /s/ XXXXXXX X. XXXXXXXX
------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
ALLSTATE INSURANCE COMPANY, as a Lender
By: /s/ XXXXX X. XXXXXXX
------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Authorized Signatory
By: /s/ XXXXXXX X. XXXXX
------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Authorized Signatory
ALLSTATE LIFE INSURANCE COMPANY, as a
Lender
By: /s/ XXXXX X. XXXXXXX
------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Authorized Signatory
By: /s/ XXXXXXX X. XXXXX
------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Authorized Signatory
ARCHIMEDES FUNDING II, Ltd.
By: ING Capital Advisors, LLC
As Collateral Manager
By: /s/ XXXXXX XXXXXX
------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President &
Senior Credit Analyst
ARES LEVERAGED INVESTMENT FUND, L.P.,
as a Lender
By: ARES Management, L.P.
By: /s/ XXXXXXX X. XXXXXX
------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: V.P.
ARES LEVERAGED INVESTMENT FUND, II, L.P.,
as a Lender
By: ARES Management II, L.P.
By: /s/ XXXXXXX X. XXXXXX
------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: V.P.
FIRST DOMINION FUNDING, I, as a Lender
By: /s/ XXXXXX XXXXXXXX
------------------------------
Name: Xxxxxx Xxxxxxxx
Title:
PACIFICA PARTNERS LLP, as a Lender
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Senior Vice President
PARIBAS CAPITAL FUNDING LLC, as a Lender
By: /s/ XXXXXXX X. XXXXX
------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Director
PILGRIM AMERICA HIGH INCOME
INVESTMENTS LTD.
By: Pilgrim Investments, Inc.
as its investment manager
By: /s/ XXXXXXX X. XXXXXXX
------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXX CAPITAL FUNDING, L.P.
By: Highland Capital Management, L.P.
as Collateral Manager
By: /s/ XXXX X. XXXXX CFA
------------------------------
Name: Xxxx X. Xxxxx CFA
Title: Executive Vice President
Highland Capital Management L.P.
Pamco Cayman Ltd.
By: Highland Capital Management, L.P.
as Collateral Manager
By: /s/ XXXX X. XXXXX CFA
------------------------------
Name: Xxxx X. Xxxxx CFA
Title: Executive Vice President
Highland Capital Management L.P.
ML CBO IV (Cayman)
By: Highland Capital Management, L.P.
as Collateral Manager
By: /s/ XXXX X. XXXXX CFA
------------------------------
Name: Xxxx X. Xxxxx CFA
Title: Executive Vice President
Highland Capital Management L.P.
ML CLO XX PILGRIM AMERICA (CAYMAN) LTD.
By: Pilgrim Investments, Inc.
as its investment manager
By: /s/ XXXXXXX X. XXXXXXX
------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
MOUNTAIN CLO TRUST, as a Lender
By: /s/ XXXXX XXXXXXXX
------------------------------
Name: Xxxxx Xxxxxxxx
Title: Authorized Signatory
TCW LEVERAGED INCOME TRUST II, L.P.
By: TCW Advisers (Bermuda), Ltd.
as General Partner
By: /s/ XXXX X. GOLD
------------------------------
Name: Xxxx X. Xxxx
Title: Managing Director
By: TCW Investment Management Company
as Investment Adviser
By: /s/ XXXXXXXX X. XXXXXX
------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
CYPRESSTREE INVESTMENT FUND, LLC, as a
Lender
By: CypressTree Investment Management
Company, Inc. its Managing Member
By: /s/ XXXXX X. XXXXXXXXX
------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Associate
CYPRESSTREE INVESTMENT PARTNERS, II,
as a Lender
By: CypressTree Investment Management
Company, Inc. as Portfolio Manager
By: /s/ XXXXX X. XXXXXXXXX
------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Associate
XXXXXXX XXXXX DEBT STRATEGIES PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management, L.P.,
as Investment Advisor
By: /s/ XXXXXX X. XXXXXX
------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Authorized Signatory
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management, L.P.,
as Investment Advisor
By: /s/ XXXXXX X. XXXXXX
------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Authorized Signatory
XXXXXXX XXXXX GLOBAL INVESTMENT SERIES:
INCOME STRATEGIES PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management, L.P.,
as Investment Advisor
By: /s/ XXXXXX X. XXXXXX
------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Authorized Signatory
AERIES FINANCE LTD., as a Lender
By: /s/ XXXXXX XXX XXXXXXX
------------------------------
Name: Xxxxxx Xxx Xxxxxxx
Title: Director
AMARA-1 FINANCE LTD., as a Lender
By: /s/ XXXXXX XXX XXXXXXX
------------------------------
Name: Xxxxxx Xxx Xxxxxxx
Title: Director
AMARA-2 FINANCE LTD., as a Lender
By: /s/ XXXXXX XXX XXXXXXX
------------------------------
Name: Xxxxxx Xxx Xxxxxxx
Title: Director
CAPTIVA FINANCE LTD., as a Lender
By: /s/ [ILLEGIBLE]
------------------------------
Name:
Title:
CERES FINANCE LTD., as a Lender
By: /s/ [ILLEGIBLE]
------------------------------
Name:
Title:
STRATA FUNDING LTD., as a Lender
By: /s/ [ILLEGIBLE]
------------------------------
Name:
Title:
KZH CYPRESSTREE-1 LLC, as a Lender
By: /s/ XXXXXXXX XXXXXX
------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
KZH CYPRESSTREE-2 LLC, as a Lender
By: /s/ XXXXXXXX XXXXXX
------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
KZH XXXXXXXX LLC, as a Lender
By: /s/ XXXXXXXX XXXXXX
------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
KZH SOLEIL-2 LLC, as a Lender
By: /s/ XXXXXXXX XXXXXX
------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
XXXXXX XXXXXXX SENIOR FUNDING, INC.
as a Lender
By: /s/ XXXXXXXXXXX X. XXXXXXX
------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
XXXXXX XXXXXXX XXXX XXXXXX
PRIME INCOME TRUST, as a Lender
By: /s/ Xxxxxx Xxxxxxxx
------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Vice President
XXX XXXXXX PRIME RATE INCOME TRUST,
as a Lender
By: /s/ XXXXXXX X. XXXXXXX
------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President &
Director
XXX XXXXXX SENIOR INCOME TRUST,
as a Lender
By: /s/ XXXXXXX X. XXXXXXX
------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President &
Director
XXX XXXXXX SENIOR FLOATING RATE FUND,
as a Lender
By: /s/ XXXXXXX X. XXXXXXX
------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President &
Director
XXX XXXXXX CLO II, LIMITED, as a Lender
By: XXX XXXXXX MANAGEMENT INC., as
Collateral Manager
By: /s/ XXXXXXX X. XXXXXXX
------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President &
Director
