1 Exhibit 10.1 [Bank One Logo] [LETTERHEAD] December 14, 2000 Mr. Thomas Graham Director of Planning Daisytek, Inc. 500 North Central Expressway Plano, Texas. 75074-6763 Dear Tom: We are pleased to inform you that Bank One Canada (the "Bank") has approved the following credit facility for Daisytek Canada (the "Borrower") subject to the Bank's continuing satisfaction with the Borrower's and Guarantors' managerial and financial status. Disbursements under this facility are solely at the Bank's discretion. Any disbursement on one or more occasion shall not commit the Bank to make any subsequent disbursement. This facility is subject to the following terms and conditions: BORROWER: Daisytek Canada (the "Borrower") GUARANTORS: Daisytek, Inc. Daisytek International Corporation (the "Guarantors") FACILITY: Segment (1) Revolving Credit Facility, to include the issuance of Standby Letters of Credit, expiring January 01, 2002. Segment (2) Foreign Exchange Facility AMOUNT: Segment (1) CAD $5,000,000 (or USD equivalent) Segment (2) USD $1,000,000 Foreign Exchange Facility PURPOSE: Segment (1) General Corporate Purposes Segment (2) To hedge against Foreign Exchange Rate fluctuations 2 [Bank One Logo] Daisytek, Inc. December 14, 2000 Page: 02 AVAILMENT: Segment (1) Available by way of: (a) Prime based loans which are advanced automatically in increments of CAD $10,000 to cover the Borrower's cheque issuances; or (b) Banker's Acceptances or Cost-of-Funds based loans. Surplus funds in the accounts would be automatically applied to the Prime based loans. PRICING: At the Borrower's option: Segment (1): FOR CANADIAN DOLLARS BORROWINGS: (a) Bank One Canada's Prime Rate - Floating; (b) Bank One Canada's Banker's Acceptance Rate or Cost-of-Funds Rate (CDOR) plus the applicable spread, per the pricing grid in the proposed domestic facility (see Exhibit 1), plus 25 basis points (for Canadian dollar borrowings the reference rate will be CDOR instead of LIBOR); or (c) Applicable Margin (see Exhibit 1) for Standby Letters of Credit (minimum CAD $300.00 or USD $250.00). FOR UNITED STATES DOLLAR BORROWINGS: (a) Bank One Canada's USD Base Rate; (b) LIBOR plus the applicable spread, per the pricing grid in the proposed domestic facility (see Exhibit 1), plus 25 basis points; INCREMENTS: Banker's Acceptances, Cost-of-Funds Loans (CDOR) and LIBOR loans are available in minimum amounts of CAD $1,000,000 (or in the case of USD borrowings - USD $1,000,000) and in increments of CAD or USD $100,000 for periods of not less than 30 days and not greater than 180 days. 3 [Bank One Logo] Daisytek, Inc. December 14, 2000 Page: 03 PAYMENT OF INTEREST: Interest on Canadian Prime Based Loans and USD Base Rate Loans are due monthly, in arrears. Interest on Cost-of-Funds advances are due at maturity and not less frequently than every 90 days. REPAYMENT OF PRINCIPAL: Segment (1) The Revolving Credit matures and is due in full on or before Maturity Date of January 01, 2002. Segment (2) Any unutilized portion of this Segment may be cancelled at any time, from time to time, without notice. FACILITY FEE: Per the final pricing grid for the proposed domestic facility (see Exhibit 1) SECURITY: Unsecured. NEGATIVE PLEDGE: The Borrower will not pledge or otherwise encumber its assets as long as the revolving credit remains in place, with the exception of permitted encumbrances, which will be negotiated prior to closing. In the event that collateral is taken under the proposed domestic facility, the subject facility will become secured by all accounts receivable and inventory of the Borrower. SUPPORTING DOCUMENTS: 1. Guarantee of Daisytek, Inc. and Daisytek International Corporation, with Supporting Resolutions. 2. Letter Loan Agreement (enclosed). 3. Promissory Note (enclosed). 4. Complete Signing Authorization Package (Borrowing Resolution, Signature Cards, List of Officers and Directors) (enclosed). 5. Articles of Incorporation for the Borrower (held) 6. Forward Exchange Forward Contract Request (enclosed). 4 [Bank One Logo] Daisytek, Inc. December 14, 2000 Page: 04 SERVICING REQUIREMENTS: 1. Quarterly income statement and balance sheet of the Borrower within 60 days of each quarter-end. 2. Annual audited financial statements of the Guarantors within 120 days of fiscal year-end. 3. Quarterly financial statements of the Guarantors within 60 days of each quarter-end; and 4. Quarterly Certificate of Compliance from the Guarantors confirming they are not in breach of Covenants under any of their debts. CROSS-DEFAULT: The Borrower will be deemed to be in default of the Agreement if Daisytek, Inc. and/or Daisytek International Corporation are in default under any of their Loan Agreements. A copy of the current domestic revolver must be provided to the Bank, as well as any material amendments, waivers, extensions or replacement facilities. PRINCIPAL COVENANTS: The Borrower covenants and agrees to the following with the Bank while this Agreement is in effect or any advances are outstanding. 1. To pay all sums of many when due under this Agreement. 2. To file all material tax returns which are or will be required; to pay or make provision for payment of all material taxes which are or will become due and payable; and to provide adequate reserves for the payment of any tax. 3. To maintain its corporate existence as a valid subsisting corporate entity. 4. Other covenants, representations and warranties that are typical for a transaction of this nature shall be incorporated into the Loan Agreement. 5 [Bank One Logo] Daisytek, Inc. December 14, 2000 Page: 05 REIMBURSEMENT OF EXPENSES: The expenses of the Bank, whether incurred prior to or subsequent to closing, in investigation, preparation, negotiation, documentation, syndication, administration and collection will be for the account of the Borrower, including expenses of and fees for solicitors for the Bank (who may or may not be employees of the Bank) and other advisors and professionals engaged by the Bank. ENUREMENT: This agreement shall be binding upon and enure to the benefit of the Bank, the Borrower, the Guarantor and their respective successors and permitted assigns. All other terms and conditions of the Loan Agreement dated December 23, 1997 remain in effect and in full force. If the above terms and conditions are acceptable to you, as they are to the Bank, please sign and return the enclosed acceptance copy of this letter as soon as possible. Sincerely, BANK ONE CANADA ACCEPTED BY: /s/ illegible DAISYTEK CANADA - ----------------------------- Signature /s/ Ralph Mitchell ----------------------------- Signature :enc. Date: 12-20-00 6 [Bank One Logo] Daisytek, Inc. December 14, 2000 Page: 06 ACKNOWLEDGED BY: DAISYTEK, INC. /s/ Ralph Mitchell ------------------------------ Signature Date: 12-20-00 ACKNOWLEDGED BY: DAISYTEK INTERNATIONAL CORPORATION /s/ Ralph Mitchell ------------------------------ Signature Date: 12-20-00