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EXHIBIT 10.24
February 9, 1998
Coopers & Xxxxxxx L. L. P.
Attn. Xx. Xxxxxxx Xxxxxxx
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000-0000
Ladies and Gentlemen:
The $250 million syndicated bank facility for BT Office Products International,
Inc. (the "Company") contains various administrative and four financial
covenants. The financial covenants, with specific terms described in the
agreement, are: leverage ratio (Total Debt divided by Consolidated EBITDA);
interest coverage ratio (Consolidated EBITDA minus Capital Expenditures,
divided by Interest Expense); $100 million limit on subsidiary indebtedness;
and a minimum net worth. The original agreement executed in August 1996 has
been amended in December 1996 and August 1997 in order to revise the leverage
ratio.
In December 1997, part of the Distribution Sector and BT OPI Board budget
meetings, it was discussed that the Company anticipates that it will not be in
compliance during 1998 with the leverage and interest coverage ratios in the
bank facility. Even with the possible delays in capital expenditures, the
Company expects that it needs to seek covenant relief either short-term and/or
long-term.
On Thursday, January 22, 1998, a KNP BT press release stated it was prepared to
make an offer to acquire the approximately 30% of the public traded shares it
does not currently own. KNP BT has the financial resources in place to acquire
the remaining publicly traded BT OPI shares and, if necessary, support the
approximately $195 million in outstanding debt under the Company's syndicated
bank facility. KNP BT will support the Company during 1998 and use its
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best efforts (which may include but not necessarily be limited to a
subordinated debt arrangement, capital infusion or guarantee) to prevent any
default or event of default that may arise under the Company's syndicated bank
facility.
Sincerely,
N.V. Koninklijke KNP BT
By: /s/ F.H. J. Koffrie
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F. H. J. Koffrie
By: /s/ X.X. Xxxxxxxxxxxx
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X. X. Xxxxxxxxxxxx
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