Exhibit 10.1
ASSIGNMENT AND MODIFICATION AGREEMENT
dated June 26, 1996
This ASSIGNMENT AND MODIFICATION AGREEMENT, dated June 26,
1996, among BT OFFICE PRODUCTS INTERNATIONAL, INC., a Delaware corporation
("BTOPI"), KNP BT ANTILLIANA N.V., a Netherlands Antilles joint stock company
("Antilliana"), and KNP BT FINANCE (USA), INC., a Delaware corporation ("BT
Finance").
W I T N E S S E T H
WHEREAS, BTOPI and Antilliana have entered into the Credit
Agreement dated as of June 15, 1995 (the "Credit Agreement"; capitalized terms
used herein and not otherwise defined having the meanings ascribed thereto in
the Credit Agreement) pursuant to which Antilliana has agreed to make Loans, or
to cause the European Lender to make Loans, to one or more of the Borrowers in
accordance with the terms thereof in an aggregate amount not in excess of
$200,000,000;
WHEREAS, it is proposed that BT Finance will become a party to
the Credit Agreement for the purpose of making the Loans to those Borrowers that
are organized in the United States ("U.S. Borrowers"), in an aggregate amount
not in excess of $155,000,000, with Antilliana continuing to make, or to cause
the European Lender to make, Loans to those Borrowers that are organized in
European countries ("European Borrowers"), in an aggregate amount not in excess
of $45,000,000;
NOW THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:
1. Antilliana hereby sells and assigns to BT Finance, and BT
Finance hereby purchases and assumes from Antilliana, all of Antilliana's rights
in, and all of Antilliana's obligations and commitments in respect of, Loans
(whether or not outstanding on the date hereof) to the U.S. Borrowers. From and
after the date hereof, Antilliana shall be released from any obligation to make
Loans to U.S. Borrowers.
2. The purchase price for the outstanding Loans assigned to
BT Finance pursuant to paragraph 1 hereof, which shall be payable promptly
following the execution and delivery hereof, shall be the sum of (a) the unpaid
principal amount thereof, (b) interest thereon accrued to but excluding the date
of payment of such purchase price and (c) any and all other amounts due and
unpaid in respect of such Loans as of such date of payment. Upon payment in full
of such purchase price, BT Finance shall be entitled to receive all amounts
payable by the U.S. Borrowers in respect of such Loans, whether principal,
interest, fees or other amounts payable pursuant to the Credit Agreement in
respect of such Loans.
3. From and after the date hereof, the aggregate principal
amount of Loans outstanding at any time shall not exceed, in the case of Loans
to U.S. Borrowers, $155,000,000 and, in the case of Loans to European Borrowers,
$45,000,000.
4. From and after the date hereof, all references in the
Credit Agreement to "Lender" shall mean Antilliana and/or BT Finance, as the
context may require. For purposes of Section 7.08 of the Credit Agreement, the
rights and obligations of BT Finance and the U.S. Borrowers shall be construed
in accordance with and governed by the law of the State of New York (without
giving effect to its choice of law principles). For purposes of Section 7.09 of
the Credit Agreement, any judicial proceeding against a U.S. Borrower of the
type referred to in such Section may also be brought in any court of competent
jurisdiction in New York City, New York and any judicial proceeding against BT
Finance of the type referred to in such Section shall be brought only in a court
located in New York City, New York. Except as modified hereby, the Credit
Agreement shall remain in full force and effect and is hereby ratified and
confirmed.
5. This Agreement shall be construed in accordance with and
governed by the laws of the Netherlands Antilles (without giving effect to its
choice of law principles).
6. This Agreement may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if the signatures
hereto were upon the same instrument.
7. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.
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IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their duly authorized officers as of the date first written
above.
BT OFFICE PRODUCTS INTERNATIONAL, INC.
By:/s/ John J. McKiernan
______________________________________________
Name: John J. McKiernan
Title: Vice President - Finance and
Administration, Chief Financial
Officer, and Secretary
KNP BT ANTILLIANA N.V.
By:/s/ E.J. Halabi /s/ R.M. van Arendonk
______________________________________________
Name: E.J. Halabi Name: R.M. van Arendonk
Title: Managing Title: Office Manager
Director
KNP BT FINANCE (USA), INC.
By:/s/ Andre W.M. Zwetsloot
______________________________________________
Name: Andre W.M. Zwetsloot
Title: President
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