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Exhibit 6
U.S. Office Products Company
0000 Xxxxxx Xxxxxxxxx Xxxxxx, X.X.
Xxxxx 000 Xxxx
Xxxxxxxxxx, X.X. 00000
March 30, 1999
CDR-PC Acquisition, L.L.C.
c/o Clayton, Dubilier & Rice Fund V
Limited Partnership
0000 Xxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
Gentlemen:
Reference is made to the Investment Agreement of even date herewith
between U.S. Office Products Company and CDR-PC Acquisition, L.L.C. (the
"Investment Agreement"). Capitalized terms used herein without other definition
have the respective meanings specified in the Investment Agreement.
This letter will confirm our agreement that the Company shall use its
reasonable best efforts to cause its independent accountants to complete, on or
prior to May 1, 1999, an audit as to the number of shares of Common Stock that
were outstanding as of June 10, 1998 and as of the Closing Date, and to furnish
to Purchaser, as promptly as practicable thereafter, a certificate as to the
number of shares of Common Stock that were outstanding as of such dates (the
"Accountants' Certificate").
Promptly after the delivery to Purchaser of the Accountants' Certificate,
if and to the extent that any adjustment is required, the Company shall issue to
Purchaser, in exchange for the certificate representing the Preferred Shares
issued to Purchaser at the Closing, a new certificate evidencing a number of
Preferred Shares equal to the quotient of (a) 19.99999% of the number of shares
of Common Stock that were outstanding as of the Closing Date, as set forth in
the Accountants' Certificate, and (b) 100.
In addition, promptly after the delivery to Purchaser of the Accountants'
Certificate, if and to the extent that any adjustment is required, the Company
shall issue to Purchaser:
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(i) in exchange for the 1999 Special Warrant issued to Purchaser at
the Closing, a new 1999 Special Warrant, dated the date hereof and of like
tenor, covering a number of shares of Common Stock determined pursuant to
Section 1.01 of the 1998 Investment Agreement, taking into account the
Adjustments (as defined in the letter agreement dated June 10, 1998
between the Company and Purchaser (the "1998 True-Up Letter")) made
pursuant to the 1998 True-Up Letter concurrently with the Closing, as well
as any change in the number of shares of Common Stock outstanding as of
June 10, 1998 reflected in the Accountants' Certificate (and taking into
account, without duplication, any intervening adjustments required
pursuant to the antidilution provisions of the Special Warrant);
(ii) in exchange for the 0000 Xxxxxxx issued to Purchaser at the
Closing, a new 1999 Warrant, dated the date hereof and of like tenor,
covering a number of shares of Common Stock determined pursuant to Section
1.01 of the 1998 Investment Agreement, taking into account the Adjustments
(as defined in the 1998 True-Up Letter) made pursuant to the 1998 True-Up
Letter concurrently with the Closing, reflecting any increase in the
number of shares of Common Stock covered by the 1999 Special Warrant
delivered pursuant to clause (i), as well as any change in the number of
shares of Common Stock outstanding as of June 10, 1998 reflected in the
Accountants' Certificate (and taking into account, without duplication,
any intervening adjustments required pursuant to the antidilution
provisions of the Warrant); and
(iii) in exchange for the certificate or certificates evidencing the
shares of Common Stock acquired by Purchaser pursuant to the 1998
Investment Agreement, a new certificate, evidencing a number of shares of
Common Stock determined pursuant to Section 1.01 of the 1998 Investment
Agreement, reflecting any change in
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the number of shares of Common Stock outstanding as of June 10, 1998
reflected in the Accountants' Certificate.
Very truly yours,
U.S. OFFICE PRODUCTS COMPANY
By: /s/ Xxxx X. Director
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Name: Xxxx X. Director
Title: Secretary
Agreed:
CDR-PC ACQUISITION, L.L.C.
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Executive Vice President
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