EXECUTION COPY
AMENDMENT No. 2 dated as of May 28, 1997 (this "Amendment") to the
Competitive Advance and Revolving Credit Facility Agreement dated as
of August 2, 1996, as amended by Amendment No. 1 thereto dated as of
December 20, 1996 (the "Credit Agreement"), among BT OFFICE PRODUCTS
INTERNATIONAL, INC. (the "Company"), the Borrowing Subsidiaries and
Guarantors named in the Credit Agreement, the lenders named in the
Credit Agreement (the "Lenders"), THE CHASE MANHATTAN BANK, as
administrative agent (the "Administrative Agent"), and ABN AMRO BANK
N.V., as documentation agent.
A. Pursuant to the Credit Agreement, the Lenders have agreed to
extend credit to the Company, in each case pursuant to the terms and
subject to the conditions set forth therein.
B. The Company has requested that certain provisions contained in
the Credit Agreement be amended as set forth herein.
C. The Lenders are willing to so amend the Credit Agreement
pursuant to the terms and subject to the conditions set forth herein.
Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency
and receipt of which are hereby acknowledged, the parties hereto agree
as follows (all capitalized terms used and not otherwise defined
herein having the meanings given them in the Credit Agreement as
amended hereby):
SECTION 1. (a) Amendment to Section 6.08 of the Credit Agreement.
Section 6.08 of the Credit Agreement is hereby amended and restated as
follows:
SECTION 6.08. Consolidated Leverage Ratio. The Consolidated
Leverage Ratio will not at any time (i) on or before March 31, 1998
exceed 3.75 to 1.0, and (ii) after March 31, 1998 exceed 3.25 to 1.0.
(b) The definition of "Applicable Margin" is hereby amended and
restated as follows:
"Applicable Margin" shall mean on any date, with respect to
Eurocurrency Standby Loans, the applicable percentage set forth below
based upon the Consolidated Leverage Ratio as set forth below:
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Consolidated Applicable
Leverage Margin
Ratio
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Category 1
Less than or equal to 2.0 .225%
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Category 2
Greater than 2.0 but less than or equal to 3.0 .225%
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Category 3
Greater than 3.0 .325%
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Except as set forth below, the Consolidated Leverage Ratio utilized
for purposes of determining the Applicable Margin shall be that in
effect as of the last Financial Statement Delivery Date. From the date
hereof until the initial delivery of financial statements pursuant to
Section 5.01(a) or (b), the Applicable Margin shall be determined by
reference to Category 2. Each change in the Applicable Margin
resulting from a change in the Consolidated Leverage Ratio shall be
effective with respect to all Loans and Commitments outstanding on and
after the date of such change. Notwithstanding the foregoing, (i) at
any time when the Company has failed to deliver the financial
statements required by Section 5.01(a) or (b) and a certificate
pursuant to Section 5.01(c), the Applicable Margin shall be determined
by reference to Category 3 and (ii) at all times (A) until March 31,
1998 during which (I) the Consolidated Leverage Ratio is greater than
3.25 or (II) the Company has failed to deliver the financial
statements required by Section 5.01(a) or (b) and a certificate
pursuant to Section 5.01(c), and (B) from and after March 31, 1998
during which the Company has failed to deliver the financial
statements required by Section 5.01(a) or (b) and a certificate
pursuant to Section 5.01(c), the Applicable Margin Percentage shall be
0.450%.
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(c) The definition of "Facility Fee Percentage" is hereby amended
and restated as follows:
"Facility Fee Percentage" shall mean on any date the applicable
percentage set forth below based upon the Consolidated Leverage Ratio
as set forth below:
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Consolidated Facility
Leverage Fee
Ratio
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Category 1
Less than or equal to 2.0 .125%
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Category 2
Greater than 2.0 but less than or equal to 3.0
.175%
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Category 3
Greater than 3.0 .225%
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Except as set forth below, the Consolidated Leverage Ratio utilized
for purposes of determining the Facility Fee Percentage shall be that
in effect as of the last Financial Statement Delivery Date. From the
date hereof until the initial delivery of financial statements
pursuant to Section 5.01(a) or (b) and a certificate pursuant to
Section 5.01(c), the Facility Fee Percentage shall be determined by
reference to Category 2. Each change in the Facility Fee Percentage
resulting from a change in the Consolidated Leverage Ratio shall be
effective with respect to all Loans and Commitments outstanding on and
after the date of such change. Notwithstanding the foregoing, (i) at
any time when the Company has failed to deliver the financial
statements required by Section 5.01(a) or (b) and a certificate
pursuant to Section 5.01(c), the Facility Fee Percentage shall be
determined by reference to Category 3, and (ii) at all times (A) until
March 31, 1998 during which (I) the Consolidated Leverage Ratio is
greater than 3.25 or (II) the Company has failed to deliver the
financial statements required by Section 5.01(a) or (b) and a
certificate pursuant to Section 5.01(c), and (B) from and after March
31, 1998 during which the Company has failed to deliver the financial
statements required by Section 5.01(a) or (b) and a certificate
pursuant to Section 5.01(c), the Facility Fee Percentage shall be
0.300%.
SECTION 2. Representations and Warranties. To induce the other
parties hereto to enter into this Amendment, the Company represents
and warrants to each of the Lenders and the Administrative Agent that,
after giving effect to this Amendment, (a) the representations and
warranties set forth in Article IV of the Credit Agreement are true
and correct on and as of the date hereof with the same effect as
though made on and as of the date hereof, except to the extent such
representations and warranties expressly relate to an earlier date,
and (b) no Default or Event of Default has occurred and is continuing.
SECTION 3. Conditions to Effectiveness. This Amendment shall
become effective on the date hereof upon the Administrative Agent's
receipt of counterparts of this Amendment that, when taken together,
bear the signatures of the Borrowers and the Required Lenders.
SECTION 4. Effect of Amendment. Except as expressly set forth
herein, this Amendment shall not by implication or otherwise limit,
impair, constitute a waiver of or otherwise affect the rights and
remedies of the Lenders or the Administrative Agent or of the
Borrowers or the Guarantors under the Credit Agreement, and shall not
alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the
Credit Agreement, which is ratified and affirmed in all respects and
shall continue in full force and effect. Nothing herein shall be
deemed to entitle the Company to a consent to, or a waiver, amendment,
modification or other change of, any of the terms, conditions,
obligations, covenants or agreements contained in the Credit Agreement
in similar or different circumstances.
SECTION 5. Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be
deemed an original, but all such counterparts together shall
constitute but one and the same instrument. Delivery of any executed
counterpart of a signature page of this Amendment by facsimile
transmission shall be as effective as delivery of a manually executed
counterpart hereof.
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SECTION 6. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed by their duly authorized officers, all as of the
date and year first above written.
BT OFFICE PRODUCTS INTERNATIONAL, INC.,
By /s/ Francis J. Leonard
-----------------------------------
Name: Francis J. Leonard
Title: Vice President of Finance and
Chief Financial Officer
BT OFFICE PRODUCTS SWEDEN AB,
By /s/ Janhein H. Pieterse
-----------------------------------
Name: Janhein H. Pieterse
Title: President
BT OPE HOLDINGS, INC.,
By /s/ Francis J. Leonard
-----------------------------------
Name: Francis J. Leonard
Title: Vice President of Finance and
Chief Financial Officer
THE CHASE MANHATTAN BANK,
individually and as Administrative
Agent,
By /s/ Timothy J. Storms
-----------------------------------
Name: Timothy J. Storms
Title: Managing Director
ABN AMRO BANK N.V., individually and
as Documentation Agent,
By /s/ Nancy L. Capecci
-----------------------------------
Name: Nancy L. Capecci
Title: Assistant Vice President
By /s/ Douglas R. Elliott
-----------------------------------
Name: Douglas R. Elliott
Title: Vice President
BANK OF AMERICA ILLINOIS,
By /s/ Richard J. Kerbis
-----------------------------------
Name: Richard J. Kerbis
Title: Vice President
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BAYERISCHE VEREINSBANK-AG,
NEW YORK BRANCH,
By /s/ Alexander M. Blodi
-----------------------------------
Name: Alexander M. Blodi
Title: Vice President
BAYERISCHE VEREINSBANK-AG,
NEW YORK BRANCH,
By /s/ Carolyn Gutbrod
-----------------------------------
Name: Carolyn Gutbrod
Title: Vice President
THE FIRST NATIONAL BANK OF CHICAGO,
By /s/ Susan L. Comstock
-----------------------------------
Name: Susan L. Comstock
Title: Vice President
THE FUJI BANK LIMITED,
By /s/ Tetsuo Kamatsu
-----------------------------------
Name: Tetsuo Kamatsu
Title: Joint General Manager
MELLON BANK,
By /s/ Irene Burczynski
-----------------------------------
Name: Irene Burczynski
Title: Vice President
THE BANK OF TOKYO-MITSUBISHI, LTD.,
CHICAGO BRANCH,
By /s/ Hajime Watanabe
----------------------------------
Name: Hajime Watanabe
Title: Deputy General Manager
CREDIT LYONNAIS, NEW YORK BRANCH,
By /s/ Xavier Roux
-----------------------------------
Name: Xavier Roux
Title: First Vice President
FIRST NATIONAL BANK OF MARYLAND,
By /s/ Roy S. Lewis
-----------------------------------
Name: Roy S. Lewis
Title: Vice President
NORTHERN TRUST COMPANY,
By /s/ Michelle M. Teteak
-----------------------------------
Name: Michelle M. Teteak
Title: Vice President
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