AMENDMENT NO. 3 dated as of August 13, 1998
(this "Amendment") among BT OFFICE PRODUCTS
INTERNATIONAL, INC., the BORROWING SUBSIDIARIES (as
defined in the Credit Agreement referred to below),
the GUARANTORS (as defined in the Credit Agreement
referred to below), the LENDERS (as defined below)
and THE CHASE MANHATTAN BANK, a New York banking
corporation, as administrative agent for the Lenders
(in such capacity, the "Agent").
A. Reference is made to the Competitive Advance and Revolving
Credit Facility Agreement dated as of August 2 1996 (as amended by Amendment No.
1 dated as of December 20, 1996 and Amendment No. 2 dated as of May 28, 1997,
the "Credit Agreement") among the Borrowers (as defined in the Credit
Agreement), the financial institutions from time to time party thereto (the
"Lenders"), the Agent and ABN AMRO Bank, N.V., as documentation agent.
Capitalized terms used and not defined herein shall have the meanings assigned
to such terms in the Credit Agreement.
B. The Borrowers wish to obtain, and the undersigned Lenders,
the Agent and the Co-Agents are willing to grant, upon the terms and subject to
the conditions set forth herein, an amendment of certain definitions and
Sections 6.08 and 6.09 of the Credit Agreement.
Accordingly, for and in consideration of the premises and
other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrowers, the Agent and the Lenders hereby agrees as follows:
SECTION 1. Amendment of Section 1.01 of the Credit Agreement.
Section 1.01 is hereby amended by amending the definitions of "Applicable
Margin" and "Facility Fee Percentage" to read in their entireties as follows:
"Applicable Margin" shall mean on any date, with respect to
Eurocurrency Standby Loans, the applicable percentage set forth below based upon
the Consolidated Leverage Ratio as set forth below:
Consolidated Applicable
Leverage Margin
Ratio
------------ --------------
Category 1
----------
Less than or equal to 2.0 .225%
Category 2
----------
Greater than 2.0 but less than or equal to 3.0 .225%
Category 3
----------
Greater than 3.0 .325%
Except as set forth below, the Consolidated Leverage Ratio utilized for purposes
of determining the Applicable Margin shall be that in effect as of the last
Financial Statement Delivery Date. From the date hereof until the initial
delivery of financial statements pursuant to Section 5.01(a) or (b), the
Applicable Margin shall be determined by reference to Category 2. Each change in
the Applicable Margin resulting from a change in the Consolidated Leverage Ratio
shall be effective with respect to all Loans and Commitments outstanding on and
after the date of such change. Notwithstanding the foregoing, (i) at any time
when the Company has failed to deliver the financial statements required by
Section 5.01(a) or (b) and a certificate pursuant to Section 5.01(c), the
Applicable Margin shall be determined by reference to Category 3 and (ii) at all
times during which the Consolidated Leverage Ratio is greater than 3.25, the
Applicable Margin Percentage shall be 0.450%.
"Facility Fee Percentage" shall mean on any date the
applicable percentage set forth below based upon the Consolidated Leverage Ratio
as set forth below:
Consolidated Facility
Leverage Fee
Ratio
------------ --------------
Category 1
----------
Less than or equal to 2.0 .125%
Category 2
----------
Greater than 2.0 but less than or equal to 3.0 .175%
Category 3
----------
Greater than 3.0 .225%
Except as set forth below, the Consolidated Leverage Ratio utilized for purposes
of determining the Facility Fee Percentage shall be that in effect as of the
last Financial Statement Delivery Date. From the date hereof until the initial
delivery of financial statements pursuant to Section 5.01(a) or (b) and a
certificate pursuant to Section 5.01(c), the Facility Fee Percentage shall be
determined by reference to Category 2. Each change in the Facility Fee
Percentage resulting from a change in the Consolidated Leverage Ratio shall be
effective with respect to all Loans and Commitments outstanding on and after the
date of such change. Notwithstanding the foregoing, (i) at any time when the
Company has failed to deliver the financial statements required by Section
5.01(a) or (b) and a certificate pursuant to Section 5.01(c), the Facility Fee
Percentage shall be determined by reference to Category 3, and (ii) at all times
during which the Consolidated Leverage Ratio is greater than 3.25, the Facility
Fee Percentage shall be 0.300%.
SECTION 2. Amendment of Section 6.08 of the Credit Agreement.
Section 6.08 of the Credit Agreement is hereby amended as of the Amendment
Effective Date to read in its entirety as follows:
"SECTION 6.08. Consolidated Leverage Ratio. The Consolidated
Leverage Ratio will not at any time (i) prior to June 30, 1998 exceed
3.75 to 1.0, (ii) on June 30, 1998 exceed 4.0 to 1.0 and (iii) after
June 30, 1998 exceed 3.25 to 1.0."
SECTION 3. Amendment of Section 6.09 of the Credit Agreement.
Section 6.09 of the Credit Agreement is hereby amended as of the Amendment
Effective Date to read in its entirety as follows:
"SECTION 6.09. Consolidated Interest Coverage Ratio. The
Consolidated Interest Coverage Ratio will not at any time be less than
at any time (i) on or after September 30, 1996 and prior to June 30,
1998, 2.5 to 1.0, (ii) on June 30, 1998, 2.0 to 1.0 and (iii) after
June 30, 1998, 3.0 to 1.0."
SECTION 4. Representations and Warranties. By its execution
and delivery hereof, each Borrower represents and warrants to the Lenders and
the Agent, on and as of the Amendment Effective Date:
(a) This Amendment has been duly authorized, executed and
delivered by such Borrower, and each of this Amendment and the Credit
Agreement, after giving effect to by this Amendment, constitutes the
legal, valid and binding obligation of such Borrower enforceable in
accordance with its terms (subject, as to the enforcement of remedies,
to applicable bankruptcy, reorganization, insolvency, moratorium and
similar laws affecting the enforcement of creditors' rights generally
and to general principals of equity);
(b) The representations and warranties contained in Article IV
of the Credit Agreement, after giving effect to this Amendment, are
true and correct on and as of the Amendment Effective Date as though
made by such Borrower on and as of the Amendment Effective Date, except
to the extent that such representations and warranties expressly relate
to an earlier date; and
(c) No Default or Event of Default has occurred and is
continuing or would result from the execution and delivery of this
Amendment.
SECTION 5. Effectiveness. This Amendment shall become
effective as of that date (the "Amendment Effective Date") that (a) the Agent
shall have received counterparts of this Amendment which, when taken together,
bear the authorized signatures of each Borrower, the Agent and the Required
Lenders and (b) the Agent shall have received, for the ratable benefit of the
Lenders, an amendment fee in an amount equal to .05% of the Commitments.
SECTION 6. Expenses. Each Borrower agrees to pay on demand all
costs and expenses of the Agent in connection with the preparation, execution
and delivery of this Amendment (including, without limitation, the reasonable
fees and out-of-pocket expenses of Cravath, Swaine & ▇▇▇▇▇, counsel for the
Agent).
SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND SHALL BE
BINDING UPON EACH BORROWER, THE AGENT AND THE LENDERS AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS.
SECTION 8. Counterparts. This Amendment may be executed in any
number of counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. Delivery of an executed
counterpart of a signature page of this Amendment by telecopy shall be effective
as delivery of a manually executed counterpart of this Amendment.
SECTION 9. Limited Effect of Amendment. Except as expressly
set forth herein, this Amendment shall not by implication or otherwise limit,
impair, constitute a Amendment of, or otherwise affect the rights and remedies
of the Lenders and the Agent under the Credit Agreement, or alter, modify, amend
or in any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement, all of which are ratified and
affirmed in all respects and shall continue in full force and effect. This
Amendment shall apply and be effective only with respect to the provisions of
the Credit Agreement specifically referred to herein.
IN WITNESS WHEREOF, the parties hereto by their officers
thereunto duly authorized, have executed this Amendment as of the day and year
first above written.
BT OFFICE PRODUCTS INTERNATIONAL, INC.,
by /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President-Finance and
Chief Financial Officer
Borrowing Subsidiaries
▇▇▇▇▇ PAPER COMPANY,
by /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
BT OFFICE PRODUCTS INTERNATIONAL HOLDINGS, INC.,
by /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President, Treasurer and
Assistant Secretary
BT OPE HOLDINGS, INC.,
by /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President, Treasurer and
Assistant Secretary
BT OFFICE PRODUCTS SWEDEN AB,
by /s/ Janhein ▇. ▇▇▇▇▇▇▇▇
__________________________________
Name: Janhein ▇. ▇▇▇▇▇▇▇▇
Title: President
THE CHASE MANHATTAN BANK, individually and as
Administrative Agent,
by /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
ABN AMRO BANK N.V., individually and as
Documentation Agent,
by /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Group Vice President & Director
by /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION,
by /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
BAYERISCHE VEREINSBANK AG, NEW YORK BRANCH,
by /s/ ▇▇▇▇ ▇▇▇▇▇
__________________________________
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Vice President
by /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
THE FIRST NATIONAL BANK OF CHICAGO,
by /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: First Vice President
THE FUJI BANK LIMITED,
by /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Joint General Manager
MELLON BANK,
by /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
THE BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH,
by /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Deputy General Manager
CREDIT LYONNAIS, NEW YORK BRANCH,
by /s/ Olivier Perrain
__________________________________
Name: Olivier Perrain
Title: First Vice President
FIRST NATIONAL BANK OF MARYLAND,
by /s/ ▇▇▇ ▇. ▇▇▇▇▇
__________________________________
Name: ▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
NORTHERN TRUST COMPANY,
by /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
