Exhibit 3
[U.S. OFFICE PRODUCTS LETTERHEAD]
June 10, 1998
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, dated as of January 12, 1998
(as amended by Amendment No. 1 thereto dated February 3, 1998, the "Investment
Agreement"), between U.S. Office Products Company (the "Company") and CDR-PC
Acquisition, L.L.C. (the "Investor"). Capitalized terms used herein without
other definition shall have the respective meanings specified in the Investment
Agreement.
This letter will confirm our agreement that the Company shall, as soon as
practicable after the date hereof (and in any event within 30 days), furnish to
Investor (a) certificates of the Company's transfer agents for the Common Stock
and the 2001 Notes (the "Transfer Agent Certificates"), as to the aggregate
number of shares of Common Stock and 2001 Notes outstanding as of the Closing
Date, and (b) a certificate of the Controller of the Company (the "Adjustment
Certificate"), as to the adjustments made to the conversion price of the 2001
Notes as a result of the Tender Offer and the Distributions (the "Adjustments").
Promptly after the delivery of the Transfer Agent Certificates and the
Adjustment Certificate, the Company shall issue to Investor, (i) in exchange for
the Special Warrant issued to Investor at the Closing, a new 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 Investment Agreement,
reflecting the increase in the number of shares of Common Stock into which the
2001 Notes are convertible as a result of the Adjustments, as well as any change
in the number of 2001 Notes outstanding as of the Closing Date reflected in the
Transfer Agent Certificates (and taking into account, without duplication, any
intervening adjustments required pursuant to the antidilution provisions of the
Special Warrant); (ii) in exchange for the Warrant issued to Investor at the
Closing, a new 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
Investment Agreement and with an exercise price determined pursuant to the
Investment Agreement, reflecting the increase in the number of shares of Common
Stock covered by the Special Warrant delivered pursuant to clause (i), as well
as any change in the number of shares of Common Stock and/or 2001 Notes
outstanding as of the Closing Date reflected in the Transfer Agent Certificate
(and taking into account, without duplication, any intervening adjustments
required pursuant to the antidilution provisions of the Warrant); and (iii) if
required, in exchange for the certificate evidencing the Shares issued to
Investor at the Closing, a new Certificate, evidencing a number of Shares
determined pursuant to Section 1.01 of the Investment Agreement, reflecting any
change in the number of shares of Common Stock and/or 2001 Notes outstanding as
of the Closing
Date reflected in the Transfer Agent Certificate.
Very truly yours,
U.S. OFFICE PRODUCTS COMPANY
By: /s/ Xxxx X. Director
--------------------------
Xxxx X. Director
Executive Vice President-
Administration, General
Counsel and Secretary
Agreed:
CDR-PC ACQUISITION, L.L.C.
By: /s/ Xxxxx X. Xxxx
-------------------------
Xxxxx X. Xxxx
Executive Vice President