Exhibit 10.1
FOURTH AMENDMENT
FOURTH AMENDMENT, dated as of September 29, 2000 (this
"AMENDMENT"), to the Credit Agreement, dated as of June 9, 1998 (the "CREDIT
AGREEMENT"), as amended by the First Amendment dated as of August 21, 1998, the
Second Amendment dated as of April 15, 1999 and the Third Amendment and Waiver
dated as of April 28, 2000, among U.S. OFFICE PRODUCTS COMPANY, a Delaware
corporation (the "BORROWER"), BLUE STAR GROUP LIMITED, a New Zealand corporation
("BLUE STAR GROUP"), the several banks and other financial institutions from
time to time parties to the Credit Agreement (the "LENDERS"), BANKERS TRUST
COMPANY, a New York banking corporation, as syndication agent (in such capacity,
the "SYNDICATION AGENT"), XXXXXXX XXXXX CAPITAL CORPORATION, a Delaware
corporation, as documentation agent for the Lenders hereunder (in such capacity,
the "DOCUMENTATION AGENT"), and THE CHASE MANHATTAN BANK, a New York banking
corporation, as administrative agent for the Lenders hereunder (in such
capacity, the "ADMINISTRATIVE AGENT").
W I T N E S S E T H :
WHEREAS, pursuant to the Credit Agreement, the Lenders have
agreed to make, and have made, certain loans and other extensions of credit to
the Borrower; and
WHEREAS, the Borrower has requested, and upon the
effectiveness of this Amendment, the Lenders have agreed, that certain
provisions of the Credit Agreement be amended or waived upon the terms and
conditions set forth below;
NOW, THEREFORE, in consideration of the premises and the
mutual agreements contained herein, the parties hereto agree as follows:
SECTION 1. DEFINED TERMS. Terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit
Agreement, unless otherwise defined herein. Unless otherwise indicated, all
Schedule, Section and subsection references are to the Credit Agreement.
SECTION 2. PROPOSED TRANSACTIONS. The Borrower and its
Subsidiaries may sell or otherwise Dispose of, by means of a negotiated sale,
the Capital Stock, or any of the businesses or lines of business of or included
within, the businesses described on Schedule 1 hereto for the consideration
described thereon (each such sale, a "PERMITTED FOURTH AMENDMENT TRANSACTION"),
so long as each Permitted Fourth Amendment Transaction is approved by the Board
of Directors of the Borrower on terms that the Board of Directors determines as
fair and reasonable to the Borrower and its Subsidiaries.
SECTION 3. FINANCIAL COVENANT WAIVER AND AMENDMENT. The
application of the financial condition covenants in subsections 8.1(a) and (b)
of the Credit Agreement in respect of the test period ending on the last day of
the second fiscal quarter of the Borrower ending on
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October 27, 2000 shall be waived until December 8, 2000, PROVIDED that for such
test period the Consolidated Interest Coverage Ratio is at least .75 to 1.00 and
the Leverage Ratio is not more than 14.25 to 1.00.
If by December 8, 2000 the Borrower shall have received and
applied to prepay the Term Loans at least $50,000,000 in aggregate Net Cash
Proceeds from Asset Sales after the date hereof (other than the Disposition of
Blue Star Business Supplies Group), the application of the financial covenants
in subsections 8.1(a) and (b) of the Credit Agreement in respect of the test
periods ending on the last days of the second and third fiscal quarters of the
Borrower ending on October 27, 2000 and January 24, 2001, respectively, shall
continue to be waived until January 29, 2001, PROVIDED that for such test
periods the Consolidated Interest Coverage Ratios are at least 0.75 to 1.00 and
0.65 to 1.00, respectively, and the Leverage Ratios are not more than 14.25 to
1.00 and 15.50 to 1.00, respectively.
If by January 29, 2001 the Borrower shall have received and
applied to prepay the Term Loans at least $150,000,000 in aggregate Net Cash
Proceeds from Asset Sales in addition to those referred to in the immediately
preceding paragraph above, the application of the financial covenants in
subsections 8.1(a) and (b) of the Credit Agreement in respect of the test
periods ending on the last days of the second and third fiscal quarters of the
Borrower ending on October 27, 2000 and January 24, 2001, respectively, shall be
waived, PROVIDED that for such test periods the Consolidated Interest Coverage
Ratios and the Leverage Ratios are as set forth in the immediately preceding
paragraph above.
SECTION 4. AMENDMENT TO SUBSECTION 8.1(a). Subsection 8.1(a)
is hereby amended by (a) deleting the portion of the table appearing therein
concerning the test period ending on the fiscal quarter ending in April 2001 and
(b) substituting in lieu thereof the following:
Test Period Ratio
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Last day of the fourth quarter ending
in April 2000 - second to last day of the fourth
quarter ending in April 2001 1.10 to 1.00
SECTION 5. AMENDMENT TO SUBSECTION 8.1(b). Subsection 8.1(b)
is hereby amended by (a) deleting the portion of the table appearing therein
concerning the test period ending on the fiscal quarter ending in April 2001 and
(b) substituting in lieu thereof the following:
Test Period Ratio
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Last day of the third quarter ending
in January 2001 - second to last day of the fourth
quarter ending in April 2001 10.00 to 1.00
SECTION 6. AMENDMENTS TO SUBSECTION 8.6(g) Subsection 8.6(g)
(ii) is hereby amended to read in its entirety as follows:
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"(ii) all Permitted Third Amendment Transactions (as defined
in the Third Amendment and Waiver, dated as of April 28, 2000,
to this Agreement) and Permitted Fourth Amendment Transactions
(as defined in the Fourth Amendment, dated as of September 29,
2000, to this Agreement), PROVIDED that an amount equal to
100% of the Net Cash Proceeds of each such sale LESS the
Reinvested Amount with respect thereto is applied in
accordance with subsection 4.4(c), and PROVIDED, FURTHER, that
the aggregate amount of the Reinvested Amounts with respect to
Asset Sales made under subsection 8.6(g)(i) and the Permitted
Third Amendment Transactions and Permitted Fourth Amendment
Transactions consummated in any single fiscal year of the
Borrower does not exceed $25,000,000; PROVIDED, HOWEVER, that
during fiscal year 2001, the Reinvested Amounts with respect
to Asset Sales made under subsection 8.6(g)(i) and the
Permitted Third Amendment Transactions and Permitted Fourth
Amendment Transactions consummated in such fiscal year may
exceed $25,000,000 but shall not exceed $60,000,000."
SECTION 7. AMENDMENT TO SECTION 8. Section 8 is hereby amended
to add new subsection 8.19 as follows:
"SECTION 8.19. LIMITATIONS ON WORKING CAPITAL.
Permit, at the last day of any fiscal month, the aggregate amount of
the accounts payable of the Borrower and its Domestic Subsidiaries
owing to third-party vendors to be less than $70,000,000, PROVIDED that
such $70,000,000 shall be reduced from and after the Disposition of any
Domestic Subsidiary or any product line or unit of any business owned
by the Borrower or any Domestic Subsidiary to be an amount equal to the
product of $70,000,000 (or, as the case maybe, the amount to which such
$70,000,000 may have been previously reduced pursuant to this provisio)
times the ratio of the aggregate of such accounts payable of the
Borrower and its Domestic Subsidiaries after giving effect to such
Disposition to the aggregate amount thereof immediately prior to such
Disposition, so long as the Borrower shall have given notice to the
Administrative Agent and the Lenders of such Disposition, which notice
shall show the calculation of such reduction in reasonable detail."
SECTION 8. INTEREST RATE INCREASES: The Borrower hereby agrees
to make prepayments on account of any increase in the Applicable Margin to
clause (x) of the proviso to the definition of "Applicable Margin" as though the
proviso added to subsection 3.3(a) in the Third Amendment were not available to
it and the provisions of subsection 4.1(e) added in the Third Amendment were not
available to it for such increase. As a result, the Applicable Margin for
Eurodollar Loans that are Revolving Credit Loans, Tranche A Term Loans and
Multi-Draw Term Loans shall increase from 3.00% to 3.50% after October 31, 2000,
and the Applicable Margin for Eurodollar Loans that are Tranche B Term Loans
shall increase from 3.50% to 4.00%, if the aggregate Net Proceeds from Asset
Sales applied to the Term Loans do not at least equal $100,000,000 by October
31, 2000.
SECTION 9. REPRESENTATIONS AND WARRANTIES. After giving effect
to this Amendment, the Borrower hereby confirms, reaffirms and restates in all
material respects the representations and warranties set forth in Section 5 of
the Credit Agreement as if made on and as of the date hereof except for any
representation or warranty made as of the earlier date, which
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representation or warranty shall have been true and correct in all material
respects as of such earlier date.
SECTION 10. CONDITIONS TO EFFECTIVENESS. (a) This Amendment
shall become effective on the date (the "FOURTH AMENDMENT EFFECTIVE DATE") upon
receipt by the Administrative Agent of counterparts of this Amendment, duly
executed and delivered by (i) the Borrower and Blue Star Group and (ii) the
Required Basic Lenders, provided that the conditions set forth in Section 10(b)
below shall have been satisfied.
(b) The effectiveness of this Amendment is subject to the
fulfillment of the conditions precedent that (i) the Borrower pledge or cause to
be pledged to the Administrative Agent for the ratable benefit of the Banks the
Capital Stock of the USOPN, Inc., which holds the Blue Star intercompany notes,
not presently so pledged and (ii) the Borrower pay to the Administrative Agent
for the account of each Revolving Credit Lender, Tranche A Term Loan Lender and
Multi-Draw Term Loan Lender which executes and delivers this Amendment on or
prior to 5:00 p.m. (Eastern time) on Friday, September 29, 2000 a fee of 0.25%
of the sum of the Revolving Credit Commitment, the Tranche A Term Loan and the
Multi-Draw Term Loans of such Lender.
SECTION 11. PAYMENT OF EXPENSES. The Borrower agrees to pay or
reimburse the Administrative Agent for all of its reasonable out-of-pocket costs
and expenses incurred in connection with this Amendment, any other documents
prepared in connection herewith and the transactions contemplated hereby,
including, without limitation, the reasonable fees and disbursements of counsel
to the Administrative Agent.
SECTION 12. CONTINUING EFFECT OF CREDIT AGREEMENT. Except as
expressly amended herein, the Credit Agreement shall continue to be, and shall
remain, in full force and effect in accordance with its terms.
SECTION 13. GOVERNING LAW; COUNTERPARTS. THIS AMENDMENT AND
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
This Amendment may be executed by the parties hereto in any number of separate
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. The execution and delivery of this
Amendment by any Lender shall be binding upon each of its successors and assigns
(including Transferees of its commitments and Loans in whole or in part prior to
effectiveness hereof) and binding in respect of all of its commitments and
Loans, including any acquired subsequent to its execution and delivery hereof
and prior to the effectiveness hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.
U.S. OFFICE PRODUCTS COMPANY
By: /s/ Xxxxxx Xxxxx
Title: EVP/CFO
BLUE STAR GROUP LIMITED
By: /s/ Xxxxxx Xxxxx
Title: Director
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THE CHASE MANHATTAN BANK, as
Administrative Agent and as a Lender
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
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BANKERS TRUST COMPANY
By: /s/ Xxxx Xxx Xxxxx
Title: Managing Director
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BHF (USA) CAPITAL CORPORATION
By: /s/ Xxxx X. Xx Xxxxxxx
Title: Vice President
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FLEET NATIONAL BANK F/K/A
BANKBOSTON, N. A.
By: /s/ Xxxxxxxxxxx X. Xxxxx
Title: Vice President
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CITY NATIONAL BANK
By: /s/ Xxxxxxx Xxxxxxx
Title: Vice President
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DLJ CAPITAL FUNDING, INC
By: /s/ Xxxxxx X. Xxxxxxx
Title: Managing Director
00
XXXXX XXXXXXXXXX XXXX, XXX XXXX
By: /s/ Xxxxxxx X.X. Xxxx
Title: Senior Vice President and General
Manager
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FRANKLIN FLOATING RATE TRUST
By: /s/ Xxxxxxxx Xxxxxx
Title: Vice President
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XXXXXX FINANCIAL INC.
By: /s/ Xxxxx X. Xxxxxxxx
Title: Vice President
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HIBERNIA NATIONAL BANK
By: /s/ Xxxxx Xxxxxxx
Title: Senior Vice President
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IMPERIAL BANK
By: /s/ Xxx Xxxxxxx
Title: Senior Managing Director
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XXXXXXX XXXXX CAPITAL CORPORATION
By: /s/ Xxxxx X.X. Xxxxxx
Title: Vice President
00
XXXXXXXX XXXX XX XXXXXX
By: /s/ Xxxxxxx Xxxxxxxx
Title: VP & Manager
By: /s/ Xxxxxxxx Xxxxx
Title: VP & Manager
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OCM ADMINISTRATIVE SERVICES II, LLC
By: Oaktree Capital Management, LLC, Its
Manager
By: /s/ Xxxxxx X. Xxxx
Title: Senior Vice President
By: /s/ Xxxxxxx Xxxxx
Title: Managing Director & General Counsel
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OCM OPPORTUNITY FUND III, L.P.
By: Oaktree Capital Management, LLC, Its General
Partner
By: /s/ Xxxxxx X. Xxxx
Title: Senior Vice President
By: /s/ Xxxxxxx Xxxxx
Title: Managing Director & General Counsel
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PAMCO Cayman Ltd.
By: Highland Capital Management, X.X.xx
Collateral Manager
By: /s/ Xxxx X. Xxxxx CFA
Title: Executive Vice President And Capital
Management L.P.
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The Mitsubishi Trust and Banking Corporation
By: /s/ Xxxxxxxxx Xxxxxxx
Title: Senior Vice President
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SOUTHERN PACIFIC BANK
By: /s/ Xxxxxx X. Xxxxxxxxxx
Title: Senior Vice President
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THE SUMITOMO BANK, LIMITED
By: /s/ Xxxxxxxxx Xxxxx Xxxx
Title: Senior Vice President
SCHEDULE 1
TO FOURTH AMENDMENT
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Omitted-- will furnish to
Commission upon request.
