EXHIBIT 10.22
CASH MANAGEMENT AGREEMENT
AGREEMENT dated June 24, 1996 among BT OFFICE PRODUCTS
INTERNATIONAL, INC., a Delaware corporation ("BTOPI"), acting for itself and
each of its wholly-owned subsidiaries incorporated and doing business in the
United States (collectively the "BTOPI Group"), ASTRO-VALCOUR, INC., a New
Jersey corporation ("Astro-Valcour"), acting for itself and each of any
wholly-owned subsidiaries (collectively the "AVI Group"), SENGEWALD USA, INC., a
Maryland corporation ("Sengewald"), KNP BT ANTILLIANA N.V., a Netherlands
Antilles corporation ("Antilliana"), and KNP BT FINANCE (USA), INC., a Delaware
corporation ("USA").
WITNESSETH:
WHEREAS, the parties hereto wish to institute a cash
management program under which cash in their bank accounts will be invested with
USA and any overdrafts in their bank accounts will be covered by USA up to
specified limits;
NOW, THEREFORE, the parties hereto agree as follows:
1. Each of the parties to this Agreement shall establish an
account or accounts (each, a "Designated Account") at First National Bank of
Maryland or such other bank in the United States as all of the parties shall
agree (the "Sweep Bank"). Each party shall give the Sweep Bank instructions
that, for value at the close of each business day, any net positive balance in
the Designated Accounts of any of the parties other than USA shall be
transferred to the Designated Account of USA at the Sweep Bank and any net
overdraft in the Designated Accounts of any of the parties other than USA shall
be covered by a transfer from the Designated Account of USA to the Designated
Account of the party with the overdraft up to limits to be arranged separately.
2. Any transfer to USA shall constitute a loan from the
transferring party to USA, and any transfer from USA to another party shall
constitute a loan from USA to that party.
3 . On any positive balance transferred by another party to
it, USA shall pay interest at an annualized rate equal to the rate publicly
announced from time to time by the First National Bank of Maryland as its prime
rate for loans made at the location of its headquarters (or the equivalent rate
as determined by any bank substituted for it as the Sweep Bank) (the "Prime
Rate") minus two percent (2.0%). On any overdraft covered by a transfer of funds
from USA, the party receiving the transfer shall pay interest to USA at the
Prime Rate.
4. Interest due to or from USA shall be accumulated for the
period through the end of each month or to the termination date of this
Agreement, as the case may be, and shall be paid for value not later than the
third day thereafter that banks are open for business at the location of the
Sweep Bank.
5. Not later than the day prior to the date when an interest
payment is due, USA shall provide the party to receive or make such payment with
an accounting of interest earned and interest charged for the period to be
covered by such payment.
6. This Agreement shall terminate as to any party upon
the first to occur of the following:
(1) the end of the third month following written notice by
such party (the "terminating party") to each other party to
this Agreement terminating this Agreement as to such
terminating party;
(2) 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;
(3) (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 with
14 days;
(4) (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
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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;
(5) The guaranty of a person guaranteeing the obligations of
such party hereunder shall cease, for any reason, to be in
full force and effect;
(6) NV Koninklijke KNP BT, a Netherlands corporation, shall at
any time, directly or indirectly, beneficially own less than
100% of the issued and outstanding common voting shares of
USA;
(7) as to the BTOPI Group, 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;
(8) as to the AVI Group or Sengewald, 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 Astro-Valcour or Sengewald, respectively; or
(9) NV Koninklijke KNP BT, a Netherlands corporation, shall at
any time, directly or indirectly, beneficially own less than
100% of the issued and outstanding common voting shares of
Antilliana.
7. By executing a copy of this Agreement as guarantor at the
space provided below, BTOPI hereby unconditionally guarantees the obligations
hereunder of each member of the BTOPI Group, Astro-Valcour hereby
unconditionally guarantees the obligations hereunder of each member of the AVI
Group, and NV Koninklijke KNP BT hereby unconditionally guarantees the
obligations hereunder of each of Sengewald, Antilliana and USA.
8. 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 Exhibit A to 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
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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.
9. 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 were upon the same instrument.
10. This Agreement embodies the entire agreement between the
parties hereto relating to the subject matter hereof and supersedes all prior
agreements, representations and understandings, if any, relating to the subject
matter hereof.
11. This Agreement shall governed by and construed in
accordance with the laws of the State of Delaware, USA, without giving effect to
any doctrine of conflicts of law.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the date first above written.
BT OFFICE PRODUCTS INTERNATIONAL, INC.
By /s/ Xxxx X. XxXxxxxxx
-----------------------------------------------
ASTRO-VALCOUR, INC.
By /s/ Xxxx X. Xxxx
-----------------------------------------------
SENGEWALD USA, INC.
By /s/ Xxxxxx Xxxxxxxxx
-----------------------------------------------
KNP BT FINANCE (USA), INC.
By /s/ Xxxxx Xxxxxxxxx
-----------------------------------------------
KNP BT ANTILLIANA N.V.
By /s/ Xxxx X. Xxxxxxx
-----------------------------------------------
By /s/ R.M. Van Arendonk
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Guarantees of the Obligations Hereunder of:
The other members of the BTOPI Group:
BT OFFICE PRODUCTS INTERNATIONAL, INC.
By /s/ Xxxx X. XxXxxxxxx
---------------------------------------
The other members of the AVI Group:
ASTRO-VALCOUR, INC.
By /s/ Xxxx X. Xxxx
---------------------------------------
Sengewald, Antilliana and USA:
NV KONINKLIJKE KNP BT
By /s/ X. Xxxxxx
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EXHIBIT A
BT Office Products KNP BT Finance (USA), Inc.
International, Inc. c/o KNP BT Antilliana N.V.
00 Xxxx Xxxx Xxxx Xxxx Fokkerweg 11
Xxxxxxx Xxxxx, Xxxxxxxx 00000 Curacao
Atten: Chief Financial Officer Netherlands Antilles
Telecopier #: + 000-000-0000 Atten: Treasurer
Telecopier #: + 000-0-000000
Astro-Valcour, Inc. Sengewald USA, Inc.
00 Xxxx Xxxxxx c/o NV Koninklijke KNP BT
Glens Falls, N.Y. 12801 Xxxxxxxxxxx 0
Xxxxx: Vice President, Finance 1105 AG Amsterdam ZO
Telecopier #: + 000-000-0000 The Netherlands
Atten: Director of Fiscal Affairs
Telecopier #: x000 00 00 000 0000
KNP BT Anilliana N.V.
Fokkerweg 11 NV Koninklijke KNP BT
Curacao Xxxxxxxxxxx 0
Xxxxxxxxxxx Antilles 1105 AG Amsterdam ZO
The Netherlands
Atten: Director of Fiscal Affairs
Telecopier #: x000 00 00 000 0000
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