Exhibit 10.7
FIRST AMENDMENT TO CREDIT AGREEMENT
FIRST AMENDMENT TO CREDIT AGREEMENT (this "First Amendment"), dated as of August 4, 2000, by and among BUHRMANN N.V. (f/k/a N.V. Koninklijke KNP BT, with official seat in Maastricht, The Netherlands) (the "Parent"), Buhrmann US Inc., a Delaware corporation (the "Borrower"), the various Lenders party to the Credit Agreement referred to below, DEUTSCHE BANK SECURITIES INC., as lead arranger and sole book manager (in such capacities, the "Lead Arranger"), PARIBAS, as syndication agent (in such capacity, the "Syndication Agent"), ABN AMRO BANK N.V., as documentation agent (in such capacity, the "Documentation Agent"), and BANKERS TRUST COMPANY, as administrative agent (in such capacity, the "Administrative Agent"). All capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.
W I T N E S S E T H:
WHEREAS, the Parent, the Borrower, the Lenders and the Agents are parties to a Credit Agreement, dated as of October 26, 1999 (as amended, modified or supplemented to, but not including, the date hereof, the "Credit Agreement"); and
WHEREAS, the parties hereto wish to amend, modify and supplement the Credit Agreement as herein provided;
NOW, THEREFORE, it is agreed:
I. Amendments to Credit Agreement.
1. Section 4.02(f) is hereby amended by inserting the following proviso immediately preceding the end of the first sentence thereof:
",providedthat the Borrower shall not be required to so apply an amount equal to 50% of such Permitted Receivables Transaction Proceeds as provided in the provisions of this sentence preceding this proviso so long as (i) no Default or Event of Default exists at the time of receipt by the Parent or any of its Subsidiaries, as the case may be, of the respective Permitted Receivables Transaction Proceeds and (ii) the aggregate of all amounts that would otherwise be required to be applied as provided in the provisions of this sentence preceding this proviso and which, pursuant to this proviso, are not in fact so applied does not exceed $250,000,000."
2. Section 9.02 of the Credit Agreement is hereby amended by (i) deleting the word "and" appearing at the end of clause (xix) thereof, (ii) deleting the period at the end of clause (xx) thereof and inserting "; and" in lieu thereof and (iii) inserting the following new clause immediately after clause (xx) thereof:
"(xxi) so long as no Default or Event of Default is then in existence (or shall exist after giving effect thereto), the Parent and its Subsidiaries may effect one or more Sales in Lieu of Liquidation in accordance with the definition thereof contained herein."
3. Section 9.04 of the Credit Agreement is hereby amended by (i) deleting the word "and" appearing at the end of clause (xiv) thereof, (ii) deleting the period at the end of clause (xv) thereof and inserting "; and" in lieu thereof, (iii) inserting the following new clause immediately after clause (xv) thereof:
"(xvi) unsecured Indebtedness of Subsidiaries of the Parent (which are not Subsidiaries of the Borrower) incurred from local banks which are supported by one or more Letters of Credit,providedthat Indebtedness shall be permitted to be incurred, and remain outstanding, pursuant to this clause (xvi) only to the extent that the aggregate outstanding principal amount thereof is at all times supported by a Letter of Credit issued pursuant to this Agreement with a Stated Amount
equal to or greater than the principal amount of the Indebtedness outstanding pursuant to this clause (xvi)."
and (iv) inserting, immediately after the phrase "(x) Affiliate Debt" appearing in the last sentence thereof, the phrase "(excluding only Affiliate Debt where each obligee and each obligor (including any guarantors) thereof are Subsidiaries of the Parent none of which are Credit Parties)".
4. The definition of "Asset Sale" contained in Section 11.01 of the Credit Agreement is hereby amended by deleting the phrase "and (vii)" contained therein and inserting in lieu thereof the following:
", (vii) any Sale in Lieu of Liquidation and (viii)".
5. The definition of "Inactive Subsidiary" appearing in Section 11.01 of the Credit Agreement is hereby amended by inserting, immediately after the phrase "other than one or more Inactive Subsidiaries" appearing in clause (x) of the first sentence thereof the following phrase:
"(except that an Inactive Subsidiary may own nominal amounts of the common stock of any Person so long as such ownership would not prevent such Person from being a Wholly-Owned Subsidiary of another Person (other than an Inactive Subsidiary))".
6. Section 11.01 of the Credit Agreement is hereby amended by adding the following new definitions in appropriate alphabetical order:
"First Amendment" shall mean the First Amendment to this Agreement, dated as of August 4, 2000.
"First Amendment Effective Date" shall mean the First Amendment Effective Date under, and as defined in, the First Amendment.
"Sale In Lieu of Liquidation" shall mean any transaction whereby a Wholly-Owned Subsidiary of the Parent (other than the Borrower and Europcenter) or a Wholly-Owned Subsidiary of the Borrower (with such Subsidiary being herein called the "Subject Subsidiary") is sold in accordance with the following requirements:
(i) before the sale of the Subject Subsidiary, all assets (other than cash and Cash Equivalents) and liabilities of the Subject Subsidiary are sold or otherwise transferred to the immediate parent of the respective Subject Subsidiary (which parent must also be the Parent or a Wholly-Owned Subsidiary thereof) in return for which the Subject Subsidiary shall receive cash and/or Cash Equivalents (or an in-house bank balance representing an amount owed to it by the respective purchaser) equal to the fair market value of the assets (net of liabilities) transferred (as determined by the Parent in good faith);
(ii) if there is an intercompany bank balance as described in preceding clause (i), same shall be converted into cash and/or Cash Equivalents by the repayment of same (which payment may, but shall not be required to be, made with proceeds of Revolving Loans drawn hereunder in accordance with the terms and conditions hereof); and
(iii) after the occurrence of the steps described in preceding clauses (i) and, if applicable, (ii), the Subject Subsidiary shall be sold (to a Person other than the Parent or a Subsidiary or Affiliate thereof) for cash in an amount not less than the amount of cash and Cash Equivalents held by the Subject Subsidiary less an arms' length fee deemed reasonable by the Parent in connection with the respective Sale in Lieu of Liquidation.
Notwithstanding anything to the contrary contained above, a transaction as described above shall only qualify as a Sale in Lieu of Liquidation if (v) no assets shall be transferred (as contemplated by preceding clause (i)) from any Credit Party to a Person which is not the Parent, the Borrower or a
Subsidiary Guarantor, (w) no assets shall be transferred (as contemplated by preceding clause (i)) from a Person organized in a Qualified Jurisdiction to a Person organized in a Non-Qualified Jurisdiction, (x) in each case where any assets transferred (as contemplated by preceding clause (i)) are subject to a security interest pursuant to one or more of the Security Documents, the Borrower or the Parent shall furnish the Administrative Agent and Collateral Agent with reasonable advance notice of the transfer to be effected and shall take all action as may be reasonably necessary or desirable to assure that the assets so transferred will at all times continue to be subject to a valid and perfected security interest in favor of the Secured Creditors (pursuant to the relevant Security Documents or, if required, new Security Documents) in each case in a manner reasonably satisfactory to the Administrative Agent and Collateral Agent, (y) the Subject Subsidiary is not the Borrower or the Parent or Europcenter, and (z) before consummating any Sale in Lieu of Liquidation, the Parent shall have determined that same is not reasonably likely to be adverse in any material respect to the Parent, the Borrower or the Lenders. The Parent shall provide the Administrative Agent with notice (in reasonable detail) of each Sale in Lieu of Liquidation promptly following the consummation thereof.
7. Section 13.20 of the Credit Agreement is hereby amended by (i) in clause (d) thereof, deleting the first sentence thereof in its entirety and by inserting in lieu thereof the following new sentence:
"The Parent and its Subsidiaries shall be required to take the actions specified inSchedule 13.20as promptly as practicable and, except for the actions expressly required to be taken in accordance with the provisions of following clause (e), not later than the First Amendment Effective Date."
and (ii) by adding the following new clause (e) immediately after clause (d) thereof:
"(e) Additional Actions by Various Foreign Subsidiaries. The Parent and its Subsidiaries shall be required to take the actions specified inSchedule 13.20Aas promptly as practicable, and in any event, within the time periods set forth in saidSchedule 13.20A. The provisions of saidSchedule 13.20Ashall be deemed incorporated by reference herein as fully as if set forth herein in its entirety."
8. The Credit Agreement is hereby further amended by addingSchedule 13.20Ain the form attached hereto immediately afterSchedule 13.20thereof.
II. Special Overriding Agreements with respect to Corporate Express Australia Limited and Finwood Papers (Pty.) Ltd.
1. Notwithstanding anything to the contrary contained elsewhere in the Credit Agreement, so long as Corporate Express Australia Limited or Finwood Papers (Pty.) Ltd. continue to be Non-Wholly Owned Subsidiaries of the Parent and so long as either such Non-Wholly Owned Subsidiary and its Subsidiaries does not incur any Indebtedness which directly or indirectly guarantees or supports any obligations of the Parent and its Subsidiaries (other than the each such Non-Wholly Owned Subsidiary and its Subsidiaries), then the each such Non-Wholly Owned Subsidiary and its Subsidiaries shall be deemed not to be a Subsidiary of the Parent or the Borrower solely for purposes of Sections 4.02 (c), (d), (e), (f) and (g) of the Credit Agreement and for purposes of Sections 9.01, 9.02, 9.04, 9.05, 9.06, 9.08, 9.12, 9.13, 9.14, 9.15 and 9.17 of the Credit Agreement.
III. Special Overriding Agreements with respect to proposed Permitted Receivables Transaction.
1. The Parent and the Borrower hereby notify the Lenders that it is their current intention to enter into a Permitted Receivables Transaction (and related Permitted Receivables Facilities and Permitted Receivables Facility Documentation) substantially on the terms described inAnnex Ihereto. The Lenders hereby agree that, notwithstanding anything to the contrary contained elsewhere in the Credit Agreement or the other Credit Documents, the Parent and its relevant Subsidiaries may enter into a Permitted Receivables Transaction (and related Permitted Receivables Facilities and Permitted
Receivables Documentation) substantially on the basis set forth inAnnex Ihereto (it being understood that the aggregate amount of the Permitted Receivables Facility or sub-tranches thereof may be increased or decreased by the Parent and its relevant Subsidiaries from time to time in their discretion), with such modifications thereto as may be required from time to time by rating agencies, changes in applicable laws or regulations and/or specific circumstances applicable to any receivables originator in any particular jurisdiction and as may otherwise be agreed to from time to time by the Parent, in each case so long as the modifications (taken together) (x) would not reasonably be likely to be adverse in any material respect to the Parent and its Subsidiaries, the Borrower or the Lenders (or to the rights, remedies or security position of the Lenders) and (y) are not otherwise inconsistent with the requirements of the Credit Agreement or the definition of Permitted Receivables Transaction (and related defined terms) contained therein (it being understood and agreed that, with respect to any Permitted Receivables Transaction as described above, the Borrower shall not be required to comply with the proviso to the first sentence, or the second sentence, of the definition of Permitted Receivables Transaction). The Parent and the Borrower agree to furnish to the Administrative Agent, promptly after the execution of same, copies of all documentation for the Permitted Receivables Transaction described above. Notwithstanding anything to the contrary contained above, in connection with the Permitted Receivables Transaction described above or in the Credit Agreement, the Parent and the Borrower shall, or shall cause their relevant Subsidiaries to, take all actions (i) so that all Ineligible Receivables (as described inAnnex Ihereto or the relevant Permitted Receivables Facility Documentation) or other receivables related assets transferred to the respective Receivables Subsidiary and re-transferred to Europcenter (or Parent or any of its Subsidiaries other than the Receivables Subsidiary) shall be subject to a security interest for the benefit of the Secured Creditors (pursuant to the relevant Security Documents or new Security Documents in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent) and, in connection therewith, the Parent and the Borrower shall, or shall cause its respective Subsidiaries to, take all action as may be reasonably requested by the Administrative Agent or Collateral Agent to perfect the security interests therein in favor of the Secured Creditors, (ii) as may be reasonably requested by the Administrative Agent or Collateral Agent so that all deferred purchase price (or similarly designated amounts) payable to any Credit Party pursuant to the Permitted Receivables Transaction described above is subject to a valid and perfected security interest (pursuant to the existing Security Documents or, to the extent reasonably necessary or desirable, new Security Documents) for the benefit of the Secured Creditors and (iii) no loans or advances shall be extended by the Receivables Subsidiary to the Parent or any of its Subsidiaries (including Europcenter) unless the respective obligor and obligee are parties to the Subordination Agreement. In connection with any Permitted Receivables Transaction as described above, both the Administrative Agent and Collateral Agent are authorized and directed by the Lenders to take all actions as may be reasonably requested of them by the Parent and its Subsidiaries in order to release from the security interests created pursuant to the Security Documents any assets being transferred to the Receivables Subsidiary and, in connection therewith, to execute and deliver such releases, lien subordinations or other similar documents as may from time to time be reasonably requested by the Parent and its Subsidiaries (in each case so long as same are in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent, as the case may be).
IV. Miscellaneous.
1. In order to induce the Lenders to enter into this First Amendment, each of the Parent and the Borrower hereby represents and warrants to each of the Lenders that (i) all representations and warranties contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects on and as of the First Amendment Effective Date (as defined below) and after giving effect to this First Amendment (unless such representations and warranties relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (ii) all actions required to be taken pursuant to Section 13.20 of the Credit Agreement,
except as specified in Section 13.20(e) of the Credit Agreement andSchedule 13.20Ato the Credit Agreement, have been taken on or prior to the First Amendment Effective Date and (iii) there exists no Default or Event of Default on the First Amendment Effective Date after giving effect to this First Amendment.
2. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document.
3. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts executed by all the parties hereto shall be lodged with the Borrower and the Administrative Agent.
4. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
5. This First Amendment shall become effective on the date (the "First Amendment Effective Date") when each Credit Party (including, without limitation, the Parent, the Borrower and each Subsidiary Guarantor) and the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including, without limitation, by usage of facsimile transmission) same to the Administrative Agent at its office located at 130 Liberty Street, New York, New York. This First Amendment and the agreements contained herein shall be binding on the successors and assigns of the parties hereto.
6. From and after the First Amendment Effective Date, all references in the Credit Agreement and each of the other Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as amended hereby.
7. Each of the Borrowers hereby covenants and agrees that, so long as the First Amendment Effective Date occurs, it shall pay to each Lender which executes and delivers to the Administrative Agent (or its designee) a counterpart hereof by the later to occur of (x) the close of business on the First Amendment Effective Date or (y) 12:00 p.m. (New York time) on Friday, August 4, 2000 (such later date, the "Outside Date"), or which is an immediate or successive assignee of any Lender described above (with respect to amounts obtained, directly or indirectly, by assignment from such Lender), a non-refundable cash fee in an amount equal to 10.0 basis points (0.10%) of an amount equal to the sum of the outstanding principal amount of Term Loans (taking the Dollar Equivalent of any Euro Denominated Term Loans) of such Lender and the Revolving Loan Commitment of such Lender, in each case as same is in effect on the First Amendment Effective Date, which fees shall be paid by the Borrower to the Administrative Agent for distribution to the Lenders not later than the second Business Day following the Outside Date.
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Consent as of the date first above written.
BUHRMANN N.V. | PARIBAS, Individually and as Syndication Agent | |||||
By: | /s/ C. BANGNA /s/ HEIDI VAN DER KOOIJ Name: Title: | By: | /s/ ERIC TOIZER Name: Title: | |||
By: | /s/ SUSAN BOWES Name: Title: | |||||
BUHRMANN US INC. | ABN AMRO BANK N.V., Individually and as Documentation Agent | |||||
By: | /s/ C. BANGMA /s/ HEIDI VAN DER KOOIJ Name: Title: | By: | /s/ R.D.A. MOLKENBOER Name: Title: | |||
By: | /s/ JACCO J. HEERNKERK Name: Title: | |||||
BANKERS TRUST COMPANY, Individually and as Administrative Agent | AERIES FINANCE-II LIMITED | |||||
By: | /s/ SUSAN LE FEVRE Name: Title: | By: | INVESCO Senior Secured Management, Inc., as Sub-Managing Agent | |||
By: | /s/ GREGORY STOECKLE Name: Title: | |||||
DEUTSCHE BANK SECURITIES INC., as Lead Arranger and Sole Book Manager | AIMCO CDO SERIES 2000-A | |||||
By: | /s/ S. C. MAY Name: Title: | By: | /s/ JERRY D. ZINKULA /s/ PATRICIA W. WILSON Name: Title: | |||
ALLSTATE LIFE INSURANCE COMPANY | ARCHIMEDES FUNDING II, LTD. | |||||
By: | /s/ JERRY D. ZINKULA /s/ PATRICIA W. WILSON Name: Title: | By: | ING Capital Advisors LLC, as Collateral Manager | |||
By: | /s/ AMY GRENIER Name: Title: | |||||
ARCHIMEDES FUNDING III, LTD. | ARCHIMEDES FUNDING, L.L.C. | |||||
By: | ING Capital Advisors LLC, as Collateral Manager | By: | ING Capital Advisors LLC, as Collateral Manager | |||
By: | /s/ AMY GRENIER Name: Title: | By: | /s/ AMY GRENIER Name: Title: | |||
ARES III CLO, LTD. | AVALON CAPITAL LTD. | |||||
By: | ARES CLO Management L.L.C., as Investment Manager | By: | INVESCO Senior Secured Management, Inc., as Portfolio Advisor | |||
By: | /s/ DAVID A. SACHS Name: Title: | By: | /s/ GREGORY STOECKLE Name: Title: | |||
AVALON CAPITAL LTD. 2 | THE BANK OF NEW YORK | |||||
By: | INVESCO Senior Secured Management, Inc., as Portfolio Advisor | By: | /s/ JENNIFER S. ELLERMAN Name: Title: | |||
By: | /s/ GREGORY STOECKLE Name: Title: | |||||
BANK POLSKA KASA OPIEKI SA, NEW YORK BRANCH | BANQUE WORMS CAPITAL CORPORATION | |||||
By: | /s/ WILLIAM REYNOLDS Name: Title: | By: | /s/ D. PICON Name: Title: | |||
BARCLAYS BANK PLC | BATTERY PARK CDO, LIMITED | |||||
By: | /s/ JEROEN J. BLOK Name: Title: | By: | Nomura Corporate Research and Asset Management, Inc., as Investment Advisor | |||
By: | /s/ RICHARD STEWART Name: Title: | |||||
BATTERSON PARK CBO I | BAY VIEW FINANCIAL CORPORATION | |||||
By: | General Re — New England Asset Management, Inc., as Collateral Manager | By: | /s/ BRYAN READ Name: Title: | |||
By: | Name: Title: | |||||
CAPTIVA FINANCE LTD. | CARLYLE HIGH YIELD PARTNERS II, LTD. | |||||
By: | /s/ DAVID DYER Name: Title: | By: | /s/ LINDA M. PACE Name: Title: | |||
CERES FINANCE LTD. | CHINATRUST COMMERCIAL BANK, LTD., NEW YORK BRANCH | |||||
By: | INVESCO Senior Secured Management, Inc., as Sub-Managing Agent | By: | /s/ GABRIEL CHU Name: Title: | |||
By: | /s/ GREGORY STOECKLE Name: Title: | |||||
CITIBANK, N.A. | CLYDESDALE CBO I, LTD. | |||||
By: | /s/ AULLE LEENSTRA Name: Title: | By: | Nomura Corporate Research and Asset Management, Inc., as Investment Advisor | |||
By: | Name: Title: | By: | /s/ RICHARD STEWART Name: Title: | |||
COMERICA BANK | COMMERZBANK (NEDERLAND) N.V. | |||||
By: | /s/ GEORGE S. GHAREEB Name: Title: | By: | /s/ R. RUTLOH Name: Title: | |||
By: | /s/ G.E. ASSHAUER Name: Title: | |||||
COOPERATIEVE CENTRALE RAIFFEISEN BOERENLEENBANK B.A. | CREDITANSTALT AG | |||||
By: | /s/ C. URCES Name: Title: | By: | /s/ GERNOT HESCHL Name: Title: | |||
By: | /s/ D.L. BAUSCH Name: Title: | By: | /s/ PETER KOERNER Name: Title: | |||
CREDIT INDUSTRIEL ET COMMERCIAL | CYPRESSTREE INVESTMENT FUND, LLC | |||||
By: | /s/ W. FASSBENDER Name: Title: | By: | CypressTree Investment Management Company, Inc., as Portfolio Manager | |||
By: | /s/ ALAIN TOULET Name: Title: | By: | /s/ JONATHAN D. SHARKEY Name: Title: | |||
CYPRESSTREE INVESTMENT PARTNERS I, LTD. | CYPRESSTREE INVESTMENT PARTNERS II, LTD. | |||||
By: | CypressTree Investment Management Company, Inc., as Portfolio Manager | By: | CypressTree Investment Management Company, Inc., as Portfolio Manager | |||
By: | /s/ JONATHAN D. SHARKEY Name: Title: | By: | /s/ JONATHAN D. SHARKEY Name: Title | |||
CYPRESSTREE SENIOR FLOATING RATE FUND | DEBT STRATEGIES FUND, INC. | |||||
By: | CypressTree Investment Management Company, Inc., as Portfolio Manager | By: | /s/ ANTHONY HEYMAN Name: Title: | |||
By: | /s/ JONATHAN D. SHARKEY Name: Title: | |||||
DEN DANSKE BANK AKTIESELSKAB | DEBT STRATEGIES FUND III, INC. | |||||
By: | /s/ PETER HUGHES Name: Title: | By: | /s/ ANTHONY HEYMAN Name: Title: | |||
By: | /s/ ROGER LIEPOLD Name: Title: | |||||
DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES | EATON VANCE INSTITUTIONAL SENIOR LOAN | |||||
By: | /s/ HAAK Name: Title: VP | By: | Eaton Vance Management, as Investment Advisor | |||
By: | /s/ LENG FILL Name: Title: SVP | By: | /s/ PAYSON SWAFFIELD Name: Title: | |||
EATON VANCE SENIOR INCOME TRUST | ELF FUNDING TRUST 1 | |||||
By: | Eaton Vance Management, as Investment Advisor | By: | Highland Capital Management, L.P. as Collateral Manager | |||
By: | /s/ PAYSON F. SWAFFIELD Name: Title: | By: | /s/ TODD TRAVERS Name: Title: | |||
ELT LTD. | EUROCREDIT CDO 1 B.V. | |||||
By: | /s/ ANN E. MORRIS Name: Title: | By: | /s/ SARA HATTAN Name: Title: | |||
By: | Name: Title: | |||||
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY | FIRST DOMINION FUNDING I | |||||
By: | Name: Title: | By: | /s/ OUVAL Name: Title: | |||
FIRST DOMINION FUNDING III | FIRST UNION NATIONAL BANK | |||||
By: | /s/ OUVAL Name: Title: | By: | /s/ THIERRY RIEK Name: Title: | |||
FIVE FINANCE CORPORATION | FLEET NATIONAL BANK | |||||
By: | /s/ MARTIN DAVEY /s/ MIKE REGAN Name: Title: | By: | /s/ JEFF LYELL Name: Title: SVP | |||
FLOATING RATE PORTFOLIO | FORTIS CAPITAL CORPORATION | |||||
By: | INVESCO Senior Secured Management, Inc., as attorney in fact | By: | /s/ EUGENE OLIVA Name: Title: | |||
By: | /s/ GREGORY STOECKLE Name: Title: | |||||
FRANKLIN CLO I, LTD. | FRANKLIN FLOAT RATE TRUST | |||||
By: | /s/ CHAUNCEY LUFKIN Name: Title: | By: | /s/ CHAUNCEY LUFKIN Name: Title: | |||
FUJI BANK (LUXEMBOURG) S.A. | GALAXY CLO 1999-1, LTD. | |||||
By: | /s/ HIROYUKI YAMAMOTO /s/ H. OBATA Name: Title: | By: | SAI Investment Advisor, Inc., as Collateral Manager | |||
By: | Name: Title: | By: | /s/ JULIE BOTHAMLEY Name: Title: | |||
GENERAL ELECTRIC CAPITAL CORPORATION | GLENEAGLES TRADING LLC | |||||
By: | /s/ W. JEROME MCDERMOTT Name: Title: | By: | /s/ ANN E. MORRIS Name: Title: | |||
HELLER FINANCIAL INC. | HIGHLAND LEGACY LIMITED | |||||
By: | /s/ DAVID R. CAMPELL Name: Title: | By: | Highland Capital Management, L.P. as Collateral Manager | |||
By: | /s/ TODD TRAVERS Name: Title: | |||||
IKB DEUTSCHE INDUSTRIEBANK AG, LUXEMBOURG BRANCH | INCOME STRATEGIES PORTFOLIO | |||||
By: | /s/ DR. FRANK SCHAUM Name: Title: | By: | Name: Title: | |||
By: | /s/ MANFRED ZIWEY Name: Title: | |||||
ING BANK N.V. | THE ING CAPITAL SENIOR SECURED HIGH INCOME FUND HOLDINGS, L.P. | |||||
By: | /s/ P.J. BOUMANS Name: Title: | By: | ING Capital Advisors LLC, as Investment Advisor | |||
By: | /s/ N.J. KLEIN Name: Title: | By: | /s/ AMY GRENIER Name: Title: | |||
JHW CASH FLOW FUND I GP, L.P. | KATONAH I, LTD. | |||||
By: | /s/ JHW CASH FLOW FUND GENERAL PARTNER GP LTD. BY DANIEL J. O'BRIEN Name: Title: | By: | /s/ JOYCE C. DELUCCA Name: Title: | |||
KZH CYPRESSTREE-1 LLC | KZH HIGHLAND-2 LLC | |||||
By: | /s/ PETER CHIN Name: Title: | By: | /s/ PETER CHIN Name: Title: | |||
KZH ING-1 LLC | KZH ING-2 LLC | |||||
By: | /s/ PETER CHIN Name: Title: | By: | /s/ PETER CHIN Name: Title: | |||
KZH ING-3 LLC | KZH STERLING LLC | |||||
By: | /s/ PETER CHIN Name: Title: | By: | /s/ PETER CHIN Name: Title: | |||
KZH WATERSIDE LLC | LANDESBANK RHEINLAND-PFALZ GIROZENTRALE | |||||
By: | /s/ PETER CHIN Name: Title: | By: | /s/ GUENTER TAUT Name: Title: | |||
By: | /s/ STEFAN HUBER Name: Title: | |||||
LOYDS TSB BANK PLC | LONGHORN CDO (CAYMAN) LTD. | |||||
By: | /s/ ROC DAKIN Name: Title: | By: | Merrill Lynch Asset Management, L.P., as Investment Advisor | |||
By: | Name: Title: | By: | /s/ ANTHONY HEYMAN Name: Title: | |||
MAPLEWOOD (CAYMAN) LIMITED | MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY | |||||
By: | David L. Babson and Company, Incorporated, under delegated authority from Massachusetts Mutual Life Insurance Company, as Investment Manager | By: | David L. Babson and Company, Incorporated, under delegated authority from Massachusetts Mutual Life Insurance Company, as Investment Manager | |||
By: | /s/ WALTER T. DWYER Name: Title: | By: | /s/ WALTER T. DWYER Name: Title: | |||
MERRILL LYNCH GLOBAL INVESTMENT SERIES: BANK LOAN INCOME PORTFOLIO | MERRILL LYNCH GLOBAL INVESTMENT SERIES: INCOME STRATEGIES PORTFOLIO | |||||
By: | Merrill Lynch Asset Management, L.P., as Investment Advisor | By: | Merrill Lynch Asset Management, L.P., as Investment Advisor | |||
By: | /s/ ANTHONY HEYMAN Name: Title: | By: | /s/ ANTHONY HEYMAN Name: Title: | |||
MERRILL LYNCH PRIME RATE PORTFOLIO | MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. | |||||
By: | Merrill Lynch Asset Management, L.P., as Investment Advisor | By: | /s/ ANTHONY HEYMAN Name: Title: | |||
By: | /s/ ANTHONY HEYMAN Name: Title: | |||||
ML CLO XII PILGRIM AMERICA (CAYMAN) LTD. | ML CLO XV PILGRIM AMERICA (CAYMAN) LTD. | |||||
By: | Pilgrim Investments, Inc., as Investment Manager | By: | Pilgrim Investments, Inc., as Investment Manager | |||
By: | /s/ MICHEL PRINCE Name: Title: | By: | /s/ MICHEL PRINCE Name: Title: | |||
ML CLO XX PILGRIM AMERICA (CAYMAN) LTD. | MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST | |||||
By: | Pilgrim Investments, Inc., as Investment Manager | By: | /s/ SHEILA FINNERTY Name: Title: | |||
By: | /s/ MICHEL PRINCE Name: Title: | |||||
NATEXIS BANQUE BFCE | NATIONAL CITY BANK | |||||
By: | /s/ PIETER J. VAN TULDER Name: Title: | By: | /s/ JOHN PLATEK Name: Title: | |||
By: | /s/ CHRISTINE DIRRINGER Name: Title: | |||||
NEMEAN CLO, LTD. | NIB CAPITAL BANK N.V. | |||||
By: | ING Capital Advisors llc, as Investment Manager | By: | /s/ GERARD BURGERS Name: Title: | |||
By: | /s/ AMY GRENIER Name: Title: | By: | /s/ TIM CROSSLEY Name: Title: | |||
NOMURA BOND AND LOAN FUND | NORTH AMERICAN SENIOR FLOATING RATE FUND | |||||
By: | Nomura Corporate Research and Asset Management, Inc., as Investment Advisor | By: | CypressTree Investment Management Company, Inc., as Portfolio Manager | |||
By: | /s/ RICHARD STEWART Name: Title: | By: | /s/ JONATHAN D. SHARKEY Name: Title: | |||
OCTAGON INVESTMENT PARTNERS II, LLC | OCTAGON INVESTMENT PARTNERS III, LTD. | |||||
By: | Octagon Credit Investors, LLC, as sub- investment manager | By: | /s/ MICHAEL B. NECHAMKIN Name: Title: | |||
By: | /s/ MICHAEL B. NECHAMKIN Name: Title: | |||||
ORIX BUSINESS CREDIT INC. | OSPREY INVESTMENTS PORTFOLIO | |||||
By: | /s/ MICHAEL J. COX Name: Title: | By: | /s/ MARTIN DAVEY Name: Title: | |||
OXFORD STRATEGIC INCOME FUND | PILGRIM AMERICA HIGH INCOME INVESTMENTS LTD. | |||||
By: | Eaton Vance Management, as Investment Advisor | By: | Pilgrim Investments, Inc., as Investment Manager | |||
By: | /s/ PAYSON F. SWAFFIELD Name: Title: | By: | /s/ MICHEL PRINCE Name: Title: | |||
PILGRIM CLO 1999-1 LTD. | PILGRIM PRIME RATE TRUST | |||||
By: | Pilgrim Investments, Inc., as Investment Manager | By: | Pilgrim Investments, Inc., as Investment Manager | |||
By: | /s/ MICHEL PRINCE Name: Title: | By: | /s/ MICHEL PRINCE Name: Title: | |||
PPM SPYGLASS FUNDING TRUST | PRINCIPAL LIFE INSURANCE COMPANY | |||||
By: | /s/ ANN E. MORRIS Name: Title: | By: | Principal Capital Management, LLC, a Delaware Limited Liability Company, its Authorized Signatory | |||
By: | /s/ JON HEINY Name: Title: | |||||
By: | /s/ DAVID S. ALBRIGHT Name: Title: | |||||
PROSPECT INTERNATIONAL DEBT STRATEGY FUND | PROVIDENT CAPITAL CORPORATION | |||||
By: | /s/ PRESTON I. CARNES Name: Title: | By: | /s/ MICHAEL J. GADLGRAFF Name: Title: | |||
THE PRUDENTIAL ASSURANCE COMPANY OF AMERICA | THE PRUDENTIAL INSURANCE COMPANY OF AMERICA | |||||
By: | /s/ LOUIS ATKINS Name: Title: | By: | /s/ B. ROSS SMOAD Name: Title: | |||
By: | Name: Title: | |||||
RAIFFEISEN ZENTRALBANK OSTERREICH AG | SCOTIABANK EUROPE PLC | |||||
By: | /s/ BIRGIT MATHIASCHITZ Name: Title: | By: | /s/ J.A. FLEXTER Name: Title: | |||
By: | /s/ ASTRID GOBALD Name: Title: | |||||
SENIOR DEBT PORTFOLIO | SEQUILS — ING I (HBDGM), LTD. | |||||
By: | Boston Management and Research, as Investment Advisor | By: | ING Capital Advisors LLC, as Collateral Manager | |||
By: | /s/ PAYSON SWAFFIELD Name: Title: | By: | /s/ AMY GRENIER Name: Title: | |||
SIMSBURY CLO, LIMITED | SRV — HIGHLAND, INC. | |||||
By: | David L. Babson and Company, Incorporated, under delegated authority from Massachusetts Mutual Life Insurance Company, as Collateral Manager | By: | /s/ ANN E. MORRIS Name: Title: | |||
By: | /s/ WALETR T. DWYER Name: Title: | |||||
STANFIELD CLO, LTD. | STANFIELD RMF/TRANSATLANTIC CDO, LTD. | |||||
By: | Stanfield Capital Partners LLC, as Collateral Manager | By: | Stanfield Capital Partners LLC, as Collateral Manager | |||
By: | /s/ CHRISTOPHER A. BONDY Name: Title: | By: | /s/ CHRISTOPHER A. BONDY Name: Title: | |||
STRATEGIC MANAGED LOAN PORTFOLIO | THE SUMITOMO TRUST & BANKING CO., LTD., NEW YORK BRANCH | |||||
By: | /s/ MARTIN DAVEY Name: Title: | By: | /s/ STEPHEN STRATICO Name: Title: | |||
SUTTER CBO 1999-1 LTD | SWISS LIFE US RAINBOW LIMITED | |||||
By: | /s/ DEAN ADANSI Name: Title: | By: | ING Capital Advisors LLC, as Collateral Manager | |||
By: | /s/ AMY GRENIER Name: Title: | |||||
TALCOTT NOTCH CBO I | TORONTO DOMINION BANK EUROPE LIMITED | |||||
By: | General Re — New England Asset Management, Inc., as Collateral Manager | |||||
By: | /s/ PATRICK M. MACARY Name: Title: | By: | /s/ MIKE REDFERNE Name: Title: | |||
TRANSAMERICA BUSINESS CREDIT CORPORATION | UNICREDITO ITALIANO | |||||
By: | /s/ PERRY VAVOULES Name: Title: | By: | /s/ GIANFRANCO BISAGHI Name: Title: | |||
By: | /s/ CHARLES MICHAEL Name: Title: | |||||
U.S. BANK NATIONAL ASSOCIATION | VAN KAMPEN SENIOR FLOATING RATE FUND | |||||
By: | /s/ WESLEY G. ZEPELIN Name: Title: | By: | Van Kampen Investment Advisory Corp. | |||
By: | /s/ HOWARD TIFFEN Name: Title: | |||||
VAN KAMPEN SENIOR INCOME TRUST | WELLS FARGO BANK, N.A. | |||||
By: | Van Kampen Investment Advisory Corp. | By: | /s/ S. MICHEL ST. GEME Name: Title: | |||
By: | /s/ HOWARD TIFFEN Name: Title: | |||||
Acknowledged and Agreed to:
Bouwmaatschappij Het Wapen van Amsterdam N.V.
Brabantse Poort B.V.
BT Office Products Europe C.V.
Buhrmann Financieringen B.V. (f/k/a KNP BT Financieringen B.V.)
Buhrmann Fined B.V. (f/k/a KNP BT Fined B.V.)
Buhrmann II B.V. (f/k/a KNP BT II B.V.)
Buhrmann International B.V.
Buhrmann Nederland B.V.
Buhrmann Nederland Holding B.V. (f/k/a Scadisbel B.V.)
Buhrmann Office Products Austria B.V.
Buhrmann Stafdiensten B.V.
Bührmann-Ubbens B.V.
Corporate Express Benelux B.V. (f/k/a BT Office Products Europe B.V.)
Corporate Express Beverwijk B.V.
Corporate Express Europe B.V. (f/k/a BT Office Products Nederland B.V.)
Corporate Express Holding B.V.
Corporate Express Nederland B.V. (f/k/a Kuipers Centrum voor Kantoorefficiency BV)
Deutschmann & Roelants B.V.
Dingler Kantoor Centrum B.V.
Direct Dealer Services Nederland B.V.
DocVision B.V.
Jonkers International B.V.
KNP Nederland B.V.
KNP Nederland (Holding) B.V.
Medo B.V.
Papiermaatschappij Amsterdam-West B.V.
Proost en Brandt B.V.
Ravensteyn-Zn. B.V.
Repro Copiers Nederland B.V.
Rhosili Amsterdam C.V.
Papiergroothandel v/h Riem & Honing B.V.
Riem en Honing Beheer B.V.
Store Office Paper B.V.
Tetterode-Nederland B.V.
Tim voor Kantoor B.V.
Tricom Paper International B.V.
Veenman B.V.
VRG Insurances B.V.
| By: | /s/ HEIDI VAN DER KOOIJ Name: Title: On Behalf of each of the above Subsidiary Guarantors |
Acknowledged and Agreed to:
BIT Büro-Und Informationstechnik GmbH & Co. KG
Buhrmann Beteiligungen Deutschland GmbH
Buhrmann Holding GmbH & Co. KG
Buhrmann Holding Verwaltungs GmbH
Buhrmann Office Products Deutschland GmbH
Buhrmann Office Products Deutschland GmbH & Co. Vertriebs KG
Buhrmann Office Products Deutschland Verwaltungs GmbH
BüroDepot GmbH
Büroeinrichtungshaus Röth GmbH
Büropartner Chemnitz Büro-Systeme Vertriebs GmbH & Co. KG
Competence Ware IT Service GmbH & Co. KG
Corporate Express Büropartner GmbH & Co. KG
Corporate Express (Deutschland) GmbH
Deutsche Papier Grundstücks GmbH & Co. KG
Deutsche Papier Holding GmbH
Deutsche Papier Vertriebs GmbH
Erich Ortloff GmbH & Co. KG
Eugen Haas Büro GmbH & Co. KG
FSMA Verwaltungs-und Beteiligungs GmbH
Holste Büropartner GmbH
Joseph Fröhlen Papiergrosshandling—Willi Reddemann Import Export GmbH
Keller Büromatic GmbH
Peter Krause Corporate Supplies GmbH & Co. KG
Reese GmbH & Co.
Willman Bürozentrum GmbH & Co. KG
| By: | /s/ HEIDI VAN DER KOOIJ Name: Title: On Behalf of each of the above Subsidiary Guarantors | |||||
Acknowledged and Agreed to: | ||||||
Buhrmann Europcenter N.V. | ||||||
By: | /s/ HEIDI VAN DER KOOIJ Name: Title: On Behalf of the above Subsidiary Guarantor | |||||
Acknowledged and Agreed to:
Adhesive and Display Products Ltd.
Buhrmann UK Ltd.
Contract Paper Ltd.
Copygraphic Plc.
Corporate Express (Holdings) Ltd.
Corporate Express UK Ltd.
Howard Smith Paper Ltd.
The Howard Smith Paper Group Ltd.
W. Lunnon & Company Ltd.
The M6 Paper Group Ltd.
Pinnacle Film & Board Sales Ltd.
Ramchester Furnishings International Ltd.
Retail Concept Packaging Ltd.
Robert Horne Group Plc.
Robert Horne Paper Company Ltd.
Savory Paper Ltd.
Trade Paper Ltd.
| By: | /s/ HEIDI VAN DER KOOIJ Name: Title: On Behalf of each of the above Subsidiary Guarantors |
Acknowledged and Agreed to:
ASAP Software Express, Inc.
BT Office Products International, Inc.
BTOP USA Corp.
BTOPI Holding (U.S.)
Buhrmann Swaps, Inc.
CEX Holdings, Inc.
Corporate Express, Inc.
Corporate Express Delivery Systems—Expedited, Inc.
Corporate Express Document & Print Management Inc.
Corporate Express Office Products, Inc.
Corporate Express of Texas, Inc.
Corporate Express Promotional Marketing, Inc.
Corporate Express Real Estate, Inc.
Distribution Resources Co.
Kelly Paper Company
Moore Labels, Inc.
| By: | /s/ JOHN SKINNER Name: Title: On Behalf of each of the above Subsidiary Guarantors |
SCHEDULE 13.20A
ADDITIONAL ACTIONS BY VARIOUS FOREIGN SUBSIDIARIES
Notwithstanding anything to the contrary set forth inSchedule 13.20to the Credit Agreement, each of the matters set forth below shall not be required to be completed in accordance withSchedule 13.20to the Credit Agreement but instead shall be required to be completed, in each case to the satisfaction of the Administrative Agent and the Collateral Agent, within the respective time period provided below:
1. Foreign Mortgages:
a. Deutsche Papier Grundstucks K.G. shall not be required to grant to the Collateral Agent security interests and mortgages in its real property,providedthat an Authorized Representative of the Parent shall have delivered to the Administrative Agent a certificate, in form and substance satisfactory to the Administrative Agent, certifying that, as of the First Amendment Effective Date, Deutsche Papier Grundstucks K.G. does not own real property having a fair market value in excess of $5,000,000. In connection with the foregoing, each of the Credit Agreement Parties acknowledges and confirms their respective obligations under Section 8.15 of the Credit Agreement.
2. Germany:
a. The Subsidiaries listed below shall not be required to execute and deliver the Subsidiaries Guaranty, the Contribution Agreement, an Assignment Agreement or a Chattel Mortgage on or prior to the 60th day after the Initial Borrowing Date but instead shall be required to execute and deliver the Subsidiaries Guaranty, the Contribution Agreement, an Assignment Agreement and a Chattel Mortgage, all on terms and conditions satisfactory to the Administrative Agent and the Collateral Agent, on or prior to the 360th day after the Initial Borrowing Date (if same continues to exist on such 360th day after the Initial Borrowing Date). The Parent will, and will cause its Subsidiaries to, take all actions in connection with the foregoing (including, without limitation, delivery of a satisfactory legal opinion) as reasonably requested by the Administrative Agent and/or the Collateral Agent.
b. The Subsidiaries listed below shall not be required to execute and deliver an Assignment Agreement,providedthat an Authorized Representative of the Parent shall have delivered to the Administrative Agent a certificate, in form and substance satisfactory to the Administrative Agent, certifying that, as of the First Amendment Effective Date, each such Subsidiary does not own any receivables having an aggregate fair market value in excess of $25,000 and undertaking, on an unconditional basis, to cause each such Subsidiary to execute and deliver an Assignment Agreement on terms and conditions satisfactory to the Administrative Agent and the Collateral Agent promptly upon such Subsidiary acquiring receivables having an aggregate fair market value in excess of $25,000 and, in connection therewith, to take, and cause its Subsidiaries to take, any and all actions as reasonably requested by the Administrative Agent and/or the Collateral Agent.
c. The Subsidiaries listed below shall not be required to execute and deliver a Chattel Mortgage,providedthat an Authorized Representative of the Parent shall have delivered to the Administrative Agent a certificate, in form and substance satisfactory to the Administrative Agent, certifying that, as of the First Amendment Effective Date, each such Subsidiary does not own any moveable assets having an aggregate fair market value in excess of $25,000 and undertaking, on an unconditional basis, to cause each such Subsidiary to execute and deliver a Chattel Mortgage on terms and conditions satisfactory to the Administrative Agent and the Collateral Agent promptly upon such Subsidiary acquiring moveable assets having an aggregate fair market value in excess of $25,000 and, in connection therewith, to take, and cause its Subsidiaries to take, any and all actions as reasonably requested by the Administrative Agent and/or the Collateral Agent.
d. The shares in the capital of the Subsidiaries listed below shall not be required to be pledged pursuant to a Pledge of Shares on or prior to the 60th day or 180th day, as the case may be, after the Initial Borrowing Date but instead shall be required to be pledged pursuant to a Pledge of Shares on terms and conditions satisfactory to the Administrative Agent and the Collateral Agent on or prior to December 31, 2000 (but only to the extent that such Subsidiaries continue to exist on December 31, 2000). The Parent will, and will cause its Subsidiaries to, take all actions in connection with the foregoing (including, without limitation, delivery of a satisfactory legal opinion) as reasonably requested by the Administrative Agent and/or the Collateral Agent.
3. South Africa:
a. All promissory notes executed by, and Equity Interests in, Finwood Papers (Pty) Ltd. shall not be required to be pledged pursuant to a Deed of Pledge and Cession in Security,providedthat the aggregate Fair Market Value of such promissory notes and Equity Interests held by the Parent and its other Subsidiaries shall not at any time exceed $5,000,000 (it being understood and agreed that, subject to receipt of all necessary third-party consents on terms and conditions satisfactory to the Administrative Agent and the Collateral Agent, such promissory notes and Equity Interests held by the Parent and its other Subsidiaries shall be required to be promptly pledged pursuant to a Deed of Pledge and Cession in Security on terms and conditions satisfactory to the Administrative Agent and the Collateral Agent in the event that the aggregate Fair Market Value of same shall at any time exceed $5,000,000 and, in connection therewith, the Parent will, and will cause its Subsidiaries to, take any and all actions (including, without limitation, use of best efforts in obtaining all necessary third-party consents on terms and conditions satisfactory to the Administrative Agent and the Collateral Agent and delivery of a satisfactory legal opinion) as reasonably requested by the Administrative Agent and/or the Collateral Agent).
4. The Netherlands:
a. The Subsidiaries listed below shall not be required to execute and deliver the Subsidiaries Guaranty and the Contribution Agreement on or prior to the 180th day after the Initial Borrowing Date but instead shall be required to execute and deliver the Subsidiaries Guaranty and the Contribution Agreement, all on terms and conditions satisfactory to the Administrative Agent and the Collateral Agent, on or prior to the 360th day after the Initial Borrowing Date (if same continues to exist on such 360th day after the Initial Borrowing Date). The Parent will, and will cause its Subsidiaries to, take all actions in connection with the foregoing (including, without limitation, delivery of a satisfactory legal opinion) as reasonably requested by the Administrative Agent and/or the Collateral Agent.
b. The Subsidiaries listed below shall not be required to execute and deliver a Deed of Pledge of Receivables (together with a list of receivables),providedthat an Authorized Representative of the Parent shall have delivered to the Administrative Agent a certificate, in form and substance satisfactory to the Administrative Agent, certifying that, as of the First Amendment Effective Date, each such Subsidiary does not own any receivables having an aggregate fair market value in excess of $25,000 and undertaking, on an unconditional basis, to cause each such Subsidiary to execute and deliver a Deed of Pledge of Receivables (together with a list of receivables) on terms and conditions satisfactory to the Administrative Agent and the Collateral Agent promptly upon such Subsidiary acquiring receivables having an aggregate fair market value in excess of $25,000 and, in connection therewith, to take, and cause its Subsidiaries to take, any and all actions as reasonably requested by the Administrative Agent and/or the Collateral Agent.
c. The Subsidiaries listed below shall not be required to execute and deliver a Deed of Pledge of Receivables (together with a list of receivables) on or prior to the 180th day after the Initial Borrowing Date but instead shall be required to execute and deliver a Deed of Pledge of Receivables (together
with a list of receivables) on terms and conditions satisfactory to the Administrative Agent and the Collateral Agent on or prior to the 360th day after the Initial Borrowing Date (if same continues to exist on such 360th day after the Initial Borrowing Date). The Parent will, and will cause its Subsidiaries to, take all actions in connection with the foregoing (including, without limitation, delivery of a satisfactory legal opinion) as reasonably requested by the Administrative Agent and/or the Collateral Agent.
d. The Subsidiaries listed below shall not be required to execute and deliver a Deed of Pledge of Moveable Assets,providedthat an Authorized Representative of the Parent shall have delivered to the Administrative Agent a certificate, in form and substance satisfactory to the Administrative Agent, certifying that, as of the First Amendment Effective Date, each such Subsidiary does not own any moveable assets having an aggregate fair market value in excess of $25,000 and undertaking, on an unconditional basis, to cause each such Subsidiary to execute and deliver a Deed of Pledge of Moveable Assets on terms and conditions satisfactory to the Administrative Agent and the Collateral Agent promptly upon such Subsidiary acquiring moveable assets having an aggregate fair market value in excess of $25,000 and, in connection therewith, to take, and cause its Subsidiaries to take, any and all actions as reasonably requested by the Administrative Agent and/or the Collateral Agent.
e. The Subsidiaries listed below shall not be required to execute and deliver a Deed of Pledge of Moveable Assets on or prior to the 180th day after the Initial Borrowing Date but instead shall be required to execute and deliver a Deed of Pledge of Moveable Assets on terms and conditions satisfactory to the Administrative Agent and the Collateral Agent on or prior to the 360th day after the Initial Borrowing Date (if same continues to exist on such 360th day after the Initial Borrowing Date). The Parent will, and will cause its Subsidiaries to, take all actions in connection with the foregoing (including, without limitation, delivery of a satisfactory legal opinion) as reasonably requested by the Administrative Agent and/or the Collateral Agent.
f. The shares in the capital of the Subsidiaries listed below shall not be required to be pledged pursuant to a Deed of Pledge of Shares on or prior to the 60th day or 180th day, as the case may be, after the Initial Borrowing Date but instead shall be required to be pledged pursuant to a Deed of Pledge of Shares on terms and conditions satisfactory to the Administrative Agent and the Collateral Agent on or prior to the 360th day after the Initial Borrowing Date (but only to the extent that such Subsidiaries continue to exist on such 360th day after the Initial Borrowing Date). The Parent will, and will cause its Subsidiaries to, take all actions in connection with the foregoing (including, without limitation, delivery of a satisfactory legal opinion) as reasonably requested by the Administrative Agent and/or the Collateral Agent.
5. Lists of Receivables:
a. The requirement that the various Credit Parties deliver lists of receivables as provided under the various Credit Documents for periods prior to June 30, 2000 is hereby waived,providedthat complete and accurate lists of receivables are duly delivered by such Credit Parties pursuant to the respective terms of the various Credit Documents on or prior to June 30, 2000.
ANNEX I
TERMS OF
PERMITTED RECEIVABLES TRANSACTION
