Exhibit 99
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
This First Amendment to Asset Purchase Agreement (this "AMENDMENT"),
dated as of May 3, 2001, is entered into by and among Corporate Express Office
Products, Inc., a Delaware corporation (the "PARENT"), Atlantic Acquisition
Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (the
"PURCHASER"), U.S. Office Products Company, a Delaware corporation ("USOP"), and
its Subsidiaries set forth on SCHEDULE 3.18 of that certain Asset Purchase
Agreement dated as of March 5, 2001 (the "Agreement"), by and among Parent,
Purchaser, and the Sellers. Capitalized terms not otherwise defined herein shall
have the meanings given them in the Agreement.
WITNESSETH:
WHEREAS, Parent, Purchaser and the Sellers are parties to the
Agreement, pursuant to which the Sellers have agreed to sell and Parent and the
Purchaser have agreed to buy substantially all of the assets used by Sellers,
operating as USOP-NA, in the Business;
WHEREAS, pursuant to the Agreement, each of the Sellers has
voluntarily filed a bankruptcy petition pursuant to Chapter 11 of the BANKRUPTCY
CODE; and
WHEREAS, at a hearing on April 24, 2001, the Bankruptcy Court
entered an order approving the sale of the Business pursuant to the Agreement;
and
WHEREAS, USOP and the other Sellers, on the one hand, and
Parent and Purchaser, on the other hand, disagree as to whether there has
occurred any event or circumstance that, individually or in the aggregate,
constitute or would constitute a Material Adverse Change or a Material Adverse
Effect; and
WHEREAS, the parties desire to compromise their differences
regarding the existence of a Material Adverse Change or Material Adverse Effect
by entering into this Amendment and completing the transactions contemplated by
the Agreement on the terms thereof, as amended by this Amendment.
NOW THEREFORE, in consideration of the premises and of the
mutual agreements and covenants hereinafter set forth, the parties hereto hereby
agree as follows:
1. The definition of "Approval Order" as provided in the
Agreement is hereby deleted and replaced with the following:
"APPROVAL ORDER" means the Order Pursuant to Sections 105(a),
363 and 1146(c) of the Bankruptcy Code (i) Authorizing the
Debtors' Sale of the Assets Comprising the North American
Operations of the US Office Products Business of the Debtors
Free and Clear of Liens, Claims, Interests and Transfer Taxes;
(ii) Approving an Asset Purchase Agreement; and (iii)
Approving the Assumption and Assignment of Certain Executory
Contracts and Unexpired Leases in Connection with Such Sale
issued by the Bankruptcy Court on April 24, 2001.
2. The definition of "Average Daily Sales" as provided in the
Agreement is hereby deleted in its entirety.
3. The definition of "Base Period" as provided in the Agreement
is hereby deleted in its entirety.
4. The definition of "Escrow Agreement" as provided in the
Agreement is hereby deleted and replaced with the following:
"ESCROW AGREEMENT" means an escrow agreement to be entered
into as of the Closing Date by and among Purchaser, USOP and
the Escrow Agent in form and substance reasonably acceptable
to USOP and Purchaser. The Escrow Agreement shall, among other
things, provide that (A) on the date that is the later of (i)
six months after the Closing Date and (ii) three (3) Business
Days after the date on which the payment required by SECTION
2.04(B), if any, is made, the Escrow Amount shall be reduced
to an amount equal to all pending Claims made by the Purchaser
Parties for indemnification pursuant to SECTION 8.01(A) and
(B) that the amount by which the Escrow Amount is reduced
shall be delivered to USOP by the Escrow Agent by wire
transfer of immediately available funds to an account
designated by USOP.
5. The definition of "Final Order" as provided in the Agreement
is hereby amended by adding the following proviso at the end thereof:
PROVIDED, that for purposes of Section 6.04(J)(ii) only,
"FINAL ORDER" means an order or determination by the
Bankruptcy Court (A) that has not been reversed, stayed,
enjoined, set aside, annulled or suspended, and (B) with
respect to which no request for stay, motion or petition for
reconsideration, application or request for review, or notice
of appeal or other judicial petition for review has been filed
and is pending.
6. The definition of "Material Adverse Effect" or "Material
Adverse Change" or a similar phrase as provided in the Agreement is hereby
deleted and replaced with the following:
"MATERIAL ADVERSE EFFECT" or "MATERIAL ADVERSE CHANGE" or a
similar phrase means (A) any material adverse effect on, or
any
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material adverse change with respect to, (i) the business,
operations, assets, Liabilities, condition (financial or
otherwise), results of operations of the Business, taken as a
whole, (ii) Sellers' relations (taken as a whole) with their
respective customers, suppliers, distributors or employees to
the extent relating to the Business, or (iii) the right or
ability of Sellers' to consummate any of the transactions
contemplated hereby or (B) any event or condition that would,
with the passage of time, the giving or receipt of notice or
the occurrence or nonoccurrence of any other circumstance,
action or event, constitute a "Material Adverse Effect" or a
"Material Adverse Change." Notwithstanding the foregoing, the
act of filing the Chapter 11 Cases shall not be deemed, in and
of itself, a Material Adverse Effect or a Material Adverse
Change.
7. The definition of "Material Sales Decline" as provided in the
Agreement is hereby deleted in its entirety.
8. The definition of "Minimum Working Capital" as provided in the
Agreement is hereby deleted and replaced with the following:
"MINIMUM WORKING CAPITAL" means $85,000,000.
9. (a) The definition of "Outside Closing Date" as provided in
the Agreement is hereby deleted and replaced with the following:
"OUTSIDE CLOSING DATE" shall mean May 25, 2001.
(b) The definition of "Pre-Closing Period" as provided in the
Agreement is hereby deleted in its entirety.
10A. The following new definition is inserted after "Superior
Proposal":
"SUPPLEMENTAL ORDER" means an order or orders of the
Bankruptcy Court approving the modifications to the Agreement
set forth in the Amendment, in form and substance reasonably
satisfactory to Parent and Purchaser.
10. The definition of "Weighted Average Daily Sales" as provided
in the Agreement is hereby deleted in its entirety.
11. The definition of "Working Capital Range" as provided in the
Agreement is hereby deleted and replaced with the following:
"WORKING CAPITAL RANGE" means $83,000,000 to $87,000,000.
12. Section 2.01 of the Agreement is amended as follows:
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(a) Section 2.01(A)(ii) is deleted and replaced with the
following:
(ii) all real property owned by Sellers, except the real
property located at 0000 Xxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx
(which parcel of real property is hereby deleted from Section
3.14(A)(i) of the Disclosure Schedule).
(b) Section 2.01(A)(ix) of the Agreement is hereby deleted and
replaced with the following new Section 2.01(A)(ix):
(ix) [RESERVED];
(c) Section 2.01(B) is amended by deleting "and" at the end of
subsection (iv) and inserting the following new subsections (vi), (vii) and
(viii):
(vi) all real property excepted from the definition of Assets
in Section 2.01(A)(ii);
(vii) the Clarus and Hyperion financial systems and related
servers; and
(viii) the lease for 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxx 000,
Xxxxxxxxxx, X.X.
13. Section 2.02(A)(iv) of the Agreement is hereby deleted and
replaced with the following new Section 2.02(A)(iv):
(iv) all Liabilities with respect to (1) the payments
specified on SCHEDULE 2.02(A)(iv), (2) all amounts payable on
or after the Closing Date pursuant to the retention plans
referenced in ITEM B OF SCHEDULE 2.02(A)(iv), it being agreed
that the allocation of Liabilities for such plans set forth in
such Item B is hereby expressly superseded; (3) up to
$3,000,000 million of additional payments to be made to sales
personnel on or after the Closing Date pursuant to an
enhancement to the sales retention plan previously agreed by
the parties prior to the date of this Amendment; (4) up to
$2,300,000 million of enhanced retention and non-compete (or
non-solicit, as the case may be) payments to be made on or
after the Closing Date to sales and selected non-sales
personnel of Sellers located at Sellers' operations in
Landover, Maryland and Denver, Colorado; and (5) $1,500,000 to
be paid to three former owners of Sellers' operations in
Akron, Ohio pursuant to agreements reasonably acceptable to
Sellers and Purchaser. The parties hereby agree that the
changes to and enhancements of the retention plans, as
contemplated by clauses (3) and (4) above, as well as the
agreements and payments contemplated by clause (5) above, have
been agreed by the parties hereto and shall not be deemed to
breach any of the representations
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and warranties of Sellers under Article 3 of the Agreement or
any of the covenants of Sellers contained in Article 5 and
elsewhere in the Agreement. In consideration of the
Purchaser's assumption of the obligations identified in
clauses (3), (4) and (5) of this Section 2.02(A)(iv), at
Closing the Purchase Price will be reduced by $3,000,000.
14. Section 2.03 of the Agreement is hereby deleted and replaced
with the following new Section 2.03:
Section 2.03 PURCHASE PRICE. In consideration for the sale by
each Seller of the Assets being sold to Purchaser pursuant to
this Agreement, at the Closing, Purchaser shall:
(i) pay to USOP an amount in cash equal to
$175,000,000, subject to adjustments as provided in SECTION
2.02(A)(iv) and SECTION 2.04 (the "PURCHASE PRICE"), minus the
Escrow Amount; and
(ii) pursuant to the Escrow Agreement, pay to the
Escrow Agent cash in an amount equal to $12,000,000 (the
"ESCROW AMOUNT").
15. Section 2.04(E) of the Agreement is hereby amended as follows:
(a) Subsection (i) is hereby deleted and replaced with the
following:
(i) there shall be no adjustment to the Purchase
Price under Section 2.04(A) to the extent that either the
Estimated Working Capital Excess or the Estimated Working
Capital Shortfall is equal to or less than two million dollars
($2,000,000) (the "WORKING CAPITAL COLLAR");
(b) Subsection (vi) is hereby deleted and replaced with the
following:
(vi) if there has been an adjustment to the Purchase
Price pursuant to SECTION 2.04(E)(ii) and the Closing Date
Working Capital is less than $83,000,000, then on the
Settlement Date the Purchaser shall be paid from the Escrow
Account in accordance with the terms of the Escrow Agreement
the amount by which the Purchase Price was increased pursuant
to SECTION 2.04(E)(ii) plus the difference between $83,000,000
and the Closing Date Working Capital;
(c) Subsection (vii) is hereby deleted and replaced with the
following:
(vii) if there has been an adjustment to the Purchase
Price pursuant to SECTION 2.04(E)(iii) and the Closing Date
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Working Capital is greater than $87,000,000, then Purchaser
shall pay to USOP on the Settlement Date any amount by which
the Purchase Price was decreased pursuant to SECTION
2.04(E)(iii) plus the difference between the Closing Date
Working Capital and $87,000,000;
16. Section 2.07 of the Agreement is hereby deleted in its
entirety. All references to Section 2.07 contained in the Agreement are hereby
deleted.
17. Section 5.04 of the Agreement is hereby deleted and replaced
with the following new Section 5.04:
Section 5.04 REGULATORY AND OTHER AUTHORIZATIONS; FURTHER
ASSURANCES. Subject to the terms and conditions herein
provided, each of the parties hereto covenants and agrees to
use commercially reasonable efforts to deliver or cause to be
delivered such documents and other papers and to take or cause
to be taken such further actions as may be necessary, proper
or advisable under applicable Laws or otherwise to consummate
and make effective the actions contemplated hereby. Without
limiting the generality of the foregoing, each party hereto
shall use its commercially reasonable efforts to (i) obtain
all authorizations, orders and approvals of, and to give all
notices to and make all filings with, all Governmental
Authorities that may be or become necessary for its execution
and delivery of, and the performance of its obligations
pursuant to, this Agreement, and each party will cooperate
fully with the other parties in promptly seeking to obtain all
such authorizations, orders and approvals, giving such
notices, and making such filings and (ii) defend and cooperate
with each other in any defending of legal proceedings, whether
judicial or administrative and whether brought derivatively or
on behalf of third parties, challenging this Agreement and/or
the agreements referred to herein or contemplated hereby or
the consummation of the transactions contemplated hereby or
thereby. Without limiting the foregoing, each party shall
comply, and shall cause its Affiliates to comply, with the
notification and reporting requirements of the HSR Act. USOP
and Purchaser shall each pay half the cost of any filing
required under the HSR Act. Purchaser and Sellers shall
substantially comply with any additional requests for
information, including requests for production of documents
and production of witnesses for interviews or depositions, by
any Antitrust Authority; PROVIDED, HOWEVER, no party's
obligations hereunder shall be deemed to require such party to
divest any assets or properties held by such party or to hold
any assets or properties separately as a condition of
obtaining the consent of any Antitrust Authority to the
transactions contemplated hereby. No consideration, whether
such consideration shall consist of the
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payment of money or shall take any other form, for any
consent, waiver or agreement necessary to the consummation of
the transactions contemplated hereby shall be given or
promised by any Seller without the prior written approval of
the Purchaser, unless such consideration shall be paid or
given at such Seller's sole cost and expense without any
obligation of the Purchaser or Parent to reimburse such Seller
therefor; provided, that Purchaser hereby agrees that the
consideration contemplated by Section 2.02(A)(iv) has been
approved by Purchaser. The parties hereto acknowledge that
time shall be of the essence in this Agreement and agree not
to take any action that will have the effect of unreasonably
delaying, impairing or impeding the receipt of any required
authorizations, orders or approvals.
18. Section 5.08 of the Agreement is hereby amended as follows:
(a) Section 5.08(A)(i) is hereby deleted and replaced in its
entirety with the following new Section 5.08(A)(i):
(i) As soon as is practicable after the Closing Date, but
effective as of such date, Purchaser shall adopt or designate
a 401(k) Savings Plan (the "Purchaser Savings Plan") and shall
establish a trust pursuant thereto (the "Purchaser Savings
Trust").
(b) Section 5.08(A)(ii) is deleted and replaced in its entirety
with the following Section 5.08(A)(ii):
(ii) As of the Closing Date, USOP shall cause all accounts
attributable to Employees of the Sellers in the Seller
Retirement Savings Plan (the "Seller Savings Plan") to be
fully vested. Purchaser agrees that its Purchaser Savings Plan
will permit rollovers from the Seller Savings Plan for any
Employee who become employed by Purchaser. Upon such rollover,
the Purchaser Savings Plan shall assume the Liabilities with
respect to all amounts rolled over in respect of the
Employees.
(b) The first sentence of Section 5.08(A)(iii) is deleted.
(c) Section 5.08(F) is deleted and replaced with the following:
(F) [RESERVED].
19. Section 5.13 of the Agreement is hereby deleted and replaced
with the following new Section 5.13:
Section 5.13 TRANSITION SERVICES. Prior to Closing, Sellers
and Purchaser shall enter into (A) the transition agreement
("Transition Services Agreement") in substantially the form
attached hereto as
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EXHIBIT 5.13(a) and (B) four transition occupancy agreements
(each a "Transition Occupancy Agreement") in substantially the
form attached hereto as EXHIBIT 5.13(b) for the Real Property
leased by Sellers at (i) 000 X. Xxxxxxxx Xxxx, Xxxxxx,
Xxxxxxxx, (ii) 0000 Xxxx Xxxxxxxxxxxxx Xxxxxxxxx, Xxxxxxxx,
Xxxxxxx, (iii) 0000 XX 00xx Xxxxxx, Xxxx Xxxxxxxxxx, Xxxxxxx,
and (iv) 00000 Xxxxxxx Xxxxxxx Xxxx, Xxxxx 000, Xxxxxxx,
Xxxxx.
20. Section 6.01 of the Agreement is hereby deleted and replaced
with the following new Section 6.01:
Section 6.01 CLOSING. The sale and purchase of the Assets
contemplated hereby shall take place at a closing (the
"CLOSING") to be held at 10:00 a.m., local time, on the later
of May 14, 2001, and the first business day after entry of the
Supplemental Order but not later than the Outside Closing
Date, PROVIDED, that if any condition is not satisfied or
waived on either such date, the Closing shall take place on
the first business day thereafter on or before the Outside
Closing Date when all conditions to closing have been
satisfied or waived (the day on which the Closing takes place
being the "CLOSING DATE"). The Closing shall take place at the
offices of Xxxxxx & Xxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000, or at such other place as USOP and the Purchaser
may mutually agree upon in writing .
21. (a) Section 6.02(A)(v) is amended by deleting the phrase "or
reasonably requested by USOP in connection therewith."
(b) Section 6.02(B)(iv) is hereby deleted and replaced with the
following:
(iv) all other documents, certificates or writings set forth
in Section 6.04 and such other documents as are reasonably
requested by Purchaser in order to vest title in the Owned
Real Property in the Purchaser.
22. The parties hereto acknowledge and agree that with respect to
the conditions to the obligations of Parent and Purchaser under the Agreement to
consummate the transactions contemplated thereunder to be consummated at the
Closing (each, a "Closing Condition") as contained in Section 6.04 of the
Agreement:
(a) Section 6.04(A) of the Agreement is hereby deleted
and replaced with the following new Section 6.04(A):
(A) [RESERVED]
(b) Section 6.04(B) of the Agreement is hereby deleted
and replaced with the following new Section 6.04(B):
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(B) [RESERVED]
(c) Section 6.04(C) of the Agreement is hereby deleted
and replaced with the following new Section 6.04(C):
(C) Parent shall have received a certificate or certificates,
dated as of the Closing Date, executed on behalf of Sellers,
each by an authorized executive officer thereof, certifying
(i) that all representations and warranties of Sellers in this
Agreement, except Section 3.09(y), or in any exhibit, schedule
or document delivered pursuant hereto were and are true and
complete in all respects (without regard to, and without
taking into account or giving effect to, any limitiations,
qualifications or exceptions as to "materiality," "in all
material respects," "Material Adverse Change," "Material
Adverse Effect" and similar concepts or phrases contained
therein) in each case when made and as of the Closing Date as
if made on as of that date (other than any such
representations or warranties that expressly speak only as of
an earlier date), except to the extent that such failure to be
so true and complete, either individually or in the aggregate,
has not and would not have a Material Adverse Effect, (ii)
that all of the terms, covenants and conditions to be complied
with and performed by Sellers on or prior to the Closing Date
have been complied with or performed in all material respects,
and (iii) that the Estimated Closing Date Balance Sheet is
true, correct and complete and has been prepared in accordance
with the requirements of SECTION 2.04.
(d) Parent and Purchaser acknowledge that the Closing
Condition stated in Section 6.04(H) of the Agreement has been satisfied;
(e) The Closing Condition stated in Section 6.04(I) of
the Agreement is hereby deleted and replaced with the following:
(I) (i) Neither the Official Committee of Unsecured Creditors
nor more than one of its members in their individual capacity
or The Chase Manhattan Bank, as Administrative Agent for
USOP's senior secured lenders under its pre-petition credit
facility, shall have objected to entry of the Supplemental
Order, (ii) if any individual senior secured lender shall have
filed or asserted an objection before the Bankruptcy Court in
its individual capacity, such objection shall have been
withdrawn or such lender shall have confirmed in writing that
it will not appeal from or otherwise challenge the
Supplemental Order, and (iii) if any individual member of the
Official Committee of Unsecured Creditors shall have filed or
asserted an objection before the Bankruptcy Court in its
individual capacity, such objection shall have been overruled,
withdrawn or such objecting member shall have confirmed in
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writing that it will not appeal from or otherwise challenge
the Supplemental Order.
(f) Section 6.04(J) of the Agreement is hereby deleted
and replaced with the following new Section 6.04(J):
(J) (i) The Approval Order and the Sales Procedures Order
shall have been entered and shall have each become a Final
Order, and (ii) the Supplemental Order shall have been entered
and shall have become a Final Order.
(g) The Closing Condition stated in Section 6.04(K) of the
Agreement is hereby deleted in its entirety;
(h) The Closing Condition stated in Section 6.04(N) of the
Agreement is hereby deleted in its entirety;
(i) The Closing Condition stated in Section 6.04(O) of the
Agreement is hereby deleted in its entirety;
(j) The Closing Condition stated in Section 6.04(S) of the
Agreement is hereby deleted in its entirety.
23. Section 7.03(C) of the Agreement is hereby amended as follows:
(a) Section 7.03(C)(ii) of the Agreement is hereby
amended by adding before the semi-colon the following:
or the Supplemental Order has not been entered by the Outside
Closing Date.
(b) Section 7.03(C)(iii) of the Agreement is hereby
deleted in its entirety and replaced with the following new Section
7.03(C)(iii):
(iii) [RESERVED].
24. Section 7.03(C)(vi) of the Agreement is hereby deleted and
replaced with the following new Section 7.03(C)(vi):
(vi) [RESERVED].
25. Parent and Purchaser, on behalf of themselves and the other
Purchaser Parties, hereby waive any right to seek indemnification from USOP and
the other Sellers under Section 8.01(A) of the Agreement in respect of any
Losses incurred arising out of or due to (a) any untruth or inaccuracy, or other
breach of, the representations and warranties made by USOP and the other Sellers
under Section 3.09(y) of the Agreement, (b) any decline in the sales or other
operating results of the Business between the date of the Agreement and the
Closing Date, (c) the departure or termination of employment of
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any Personnel by such Personnel or by USOP or any of the others Sellers for
cause between the date of the Agreement and the Closing Date, or (d) Sellers'
non-enforcement of any non-competition or non-solicitation agreements with any
former owners of any portion of the Business which agreements are not assigned
to Purchaser at the Closing. In addition, Section 8.01(A) is amended by deleting
the last sentence thereof.
26. This Amendment is hereby incorporated into and made a part of
the Agreement. Except as expressly modified by this Amendment, the Agreement
remains in full force and effect.
27. This Amendment shall be governed by, and construed in
accordance with the Laws of the State of New York. All actions and proceedings
arising out of or relating to this Agreement shall be heard and determined by
the Bankruptcy Court, and the parties hereto hereby irrevocably submit to the
exclusive jurisdiction of such court in any such action or proceeding and
irrevocably waive the defense of an inconvenient forum to the maintenance of any
such action or proceeding.
28 This Amendment may be executed in one or more counterparts,
and by the different parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement. This Amendment may be executed and
delivered by facsimile, which facsimile counterpart shall constitute an original
hereof.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.
PARENT:
CORPORATE EXPRESS OFFICE PRODUCTS, INC.
By: /s/ XXXXXX XXXX
---------------------------------
Name: Xxxxxx Xxxx
Title: President
PURCHASER:
ATLANTIC ACQUISITION CORPORATION
By: /s/ XXXXXX X. XXXXXX
---------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
SELLERS:
U.S. OFFICE PRODUCTS COMPANY
By: /s/ XXXXXX X. XXXXX
---------------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President, Chief Financial Officer
[signatures continued on following page]
SIGNATURE PAGE
Asset Purchase Agreement
by and among
U.S. Office Products Company, Atlantic Acquisition Corporation,
Corporate Express Office Products, Inc. and
the various USOP Subsidiaries listed therein
BINDERY SYSTEMS, INC.
CENTRAL TEXAS OFFICE PRODUCTS, INC.
FORTY-FIFTEEN XXXXX REDEVELOPMENT CORPORATION
OE ACQUISITION CORP.
U.S. OFFICE PRODUCTS, CHICAGO DISTRICT, LLC
U.S. OFFICE PRODUCTS, COLORADO DISTRICT, LLC
U.S. OFFICE PRODUCTS, FLORIDA DISTRICT, LLC
U.S. OFFICE PRODUCTS, GEORGIA DISTRICT, LLC
U.S. OFFICE PRODUCTS MID-ATLANTIC DISTRICT, LLC
U.S. OFFICE PRODUCTS, MID-SOUTH DISTRICT, INC.
U.S. OFFICE PRODUCTS, NORTH ATLANTIC DISTRICT, INC.
U.S. OFFICE PRODUCTS, NORTHWEST DISTRICT, LLC
U.S. OFFICE PRODUCTS, SOUTH CENTRAL DISTRICT, INC.
USOP MERCHANDISING COMPANY
THE SYSTEMS HOUSE, INC.
By: /s/ XXXXX X. XXXXXXX
----------------------------------
Xxxxx X. Xxxxxxx
Vice President
SIGNATURE PAGE
First Amendment to Asset Purchase Agreement
by and among
U.S. Office Products Company, Atlantic Acquisition Corporation,
Corporate Express Office Products, Inc. and
the various USOP Subsidiaries listed therein
