EXHIBIT 10.2
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AMENDED AND RESTATED
CREDIT AGREEMENT
DATED AS OF APRIL 30, 2001
AMONG
DAISYTEK, INCORPORATED,
AS BORROWER,
THE LENDERS
BANK ONE, TEXAS, NA,
AS ADMINISTRATIVE AGENT,
CITIZENS BANK OF MASSACHUSETTS,
AS SYNDICATION AGENT,
BANK OF AMERICA, N.A.,
AS DOCUMENTATION AGENT, AND
BANK ONE, TEXAS, NA AND BANK ONE, NA,
AS LC ISSUERS
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FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered
into as of the 30th day of April, 2001, by and among the banks listed on the
signature pages hereof (the "Lenders"), DAISYTEK, INCORPORATED (the "Borrower"),
DAISYTEK INTERNATIONAL CORPORATION (the "Guarantor"), CITIZENS BANK OF
MASSACHUSETTS, as Syndication Agent, BANK OF AMERICA, N.A., as Documentation
Agent, BANK ONE, NA, as an LC Issuer, and BANK ONE, TEXAS, NA, as Administrative
Agent and an LC Issuer, to the extent and in the manner provided for in the
Credit Agreement (as defined below).
BACKGROUND
A. The Lenders, the Borrower, the Guarantor, the Syndication Agent, the
Documentation Agent, the LC Issuers and the Administrative Agent are parties to
that certain Credit Agreement dated as of December 18, 2000 (as amended through
the date hereof and as may be further amended, extended, renewed, or restated
from time to time, the "Credit Agreement"; terms defined in the Credit Agreement
and not otherwise defined herein shall be used herein as defined in the Credit
Agreement).
B. Pursuant to written consent memoranda dated February 8, 2001 (the
"Consents") the Required Lenders consented to a spring lien on accounts
receivable and inventory of certain Foreign Subsidiaries to secure Indebtedness,
not to exceed $40,000,000, permitted under Section 6.11(v) of the Credit
Agreement.
C. Of even date, the Borrower has requested that New Lenders provide
additional Commitments pursuant to Section 2.26 of the Credit Agreement and the
Administrative Agent has accepted Commitments and Acceptances from the New
Lenders.
D. This Amendment incorporates the Consents into the Credit Agreement
as permitted Lien exceptions under Section 6.15 and makes certain technical
corrections relating to New Lenders and their Commitments.
NOW, THEREFORE, in consideration of the covenants, conditions and
agreements hereafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are all hereby acknowledged, the parties
hereto covenant and agree as follows:
1. AMENDMENTS TO THE CREDIT AGREEMENT. The Credit Agreement is hereby
amended as follows:
(a) Section 1.1 is amended as follows:
(i) The definition of "Commitment" is amended by
adding the following after the word "below" found therein:
"or, in the case of each New Lender, on its Commitment and
Acceptance or any other Loan Documents";
(ii) The definition of "Lenders" is amended by adding
the following after the word "Agreement" found therein: ", the
New Lenders"; and
AMENDED CREDIT AGREEMENT - Page 1
(iii) The definition of "Loan Documents" is amended
by adding the following before the word "and" found therein:
", each Commitment and Acceptance."
(b) Section 6.15 of the Credit Agreement is amended by adding
a new clause, numbered (xii), reading as follows:
"(xii) Liens on accounts receivable and inventory of
certain Foreign Subsidiaries to secure Indebtedness permitted
under Section 6.11(v) hereof; provided such liens are not
effective unless an event of default in respect of such
Indebtedness has occurred and is continuing."
2. REPRESENTATIONS AND WARRANTIES TRUE, NO DEFAULT. By its execution
and delivery hereof, the Borrower represents and warrants to the Agents and the
Lenders that, as of the date hereof:
(a) after giving effect to this Amendment, the representations
and warranties contained in the Credit Agreement and the other Loan
Documents are true and correct in all material respects on and as of
the date hereof as if made on and as of such date, except for any
representations and warranties made as of a specific date, which shall
be true and correct in all material respects as of such specific date;
and
(b) after giving effect to this Amendment, no event has
occurred and is continuing which constitutes a Default or an Unmatured
Default.
3. CONDITIONS OF EFFECTIVENESS. This Amendment shall not be effective
until each of the following conditions precedent shall have been satisfied:
(a) The Administrative Agent shall have received this
Amendment executed by the Borrower, the Guarantor and the Required
Lenders.
(b) The Administrative Agent shall have received the written
consent of the Subsidiary Guarantors.
(c) The Administrative Agent shall have received such
documents, certificates and instruments as the Administrative Agent
shall reasonably require.
4. REFERENCE TO CREDIT AGREEMENT. Upon the effectiveness of this
Amendment, each reference in the Credit Agreement to "this Agreement,"
"hereunder," or words of like import shall mean and be a reference to the Credit
Agreement, as affected and amended by this Amendment and, as amended hereby, the
Credit Agreement is incorporated herein by reference and is amended and restated
hereby.
5. COUNTERPARTS; EXECUTION VIA FACSIMILE. This Amendment may be
executed in one or more counterparts, each of which shall be deemed an original,
but all of
AMENDED CREDIT AGREEMENT - Page 2
which together shall constitute one and the same instrument. This Amendment may
be validly executed and delivered by facsimile or other electronic transmission.
6. GOVERNING LAW; BINDING EFFECT. This Amendment shall be governed by
and construed in accordance with the laws of the State of Texas and shall be
binding upon the Borrower, the Guarantor, the Administrative Agent, the
Syndication Agent, the Documentation Agent, the LC Issuers, each Lender and
their respective successors and assigns.
7. HEADINGS. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
8. LOAN DOCUMENT. This Amendment is a Loan Document and is subject
to all provisions of the Credit Agreement applicable to Loan Documents, all of
which are incorporated in this Amendment by reference the same as if set forth
in this Amendment verbatim.
9. NO ORAL AGREEMENTS. THIS WRITTEN AGREEMENT AND THE OTHER LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE
SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
AMENDED CREDIT AGREEMENT - Page 3
IN WITNESS WHEREOF, the Borrower, the Lenders, the Guarantor, the
Syndication Agent, the Documentation Agent, the LC Issuers and the
Administrative Agent have executed this Amendment as of the date first above
written.
BORROWER:
DAISYTEK, INCORPORATED
By:
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Name:
Title:
[SIGNATURE PAGE TO AMENDED CREDIT AGREEMENT]
BANK ONE, TEXAS, NA
By:
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Name:
Title:
[SIGNATURE PAGE TO AMENDED CREDIT AGREEMENT]
BANK OF AMERICA, N.A., as Lender and as
Documentation Agent
By:
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Name:
Title:
[SIGNATURE PAGE TO AMENDED CREDIT AGREEMENT]
CITIZENS BANK OF MASSACHUSETTS, as a
Lender and Syndication Agent
By:
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Name:
Title:
[SIGNATURE PAGE TO AMENDED CREDIT AGREEMENT]
IBM CREDIT CORPORATION
By:
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Name:
Title:
[SIGNATURE PAGE TO AMENDED CREDIT AGREEMENT]
COMERICA BANK
By:
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Name:
Title:
[SIGNATURE PAGE TO AMENDED CREDIT AGREEMENT]
COMPASS BANK
By:
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Name:
Title:
[SIGNATURE PAGE TO AMENDED CREDIT AGREEMENT]
BANK ONE, N.A.
as an LC Issuer
By:
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Name:
Title:
[SIGNATURE PAGE TO AMENDED CREDIT AGREEMENT]
DAISYTEK INTERNATIONAL CORPORATION
By:
----------------------------------------
Name:
Title:
[SIGNATURE PAGE TO AMENDED CREDIT AGREEMENT]
CONSENT
The undersigned Subsidiary Guarantors consent to the foregoing
Amendment and ratify and confirm that their Subsidiary Guaranty and other
Collateral Documents remain in full force and effect.
SUBSIDIARY GUARANTORS:
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STEADI-SYSTEMS, LTD.
STEADI-SYSTEMS NEW YORK, LTD.
STEADI-SYSTEMS MIAMI, INC.
THE TAPE COMPANY, INC. (an Illinois corporation)
THE TAPE COMPANY, INC. (a Georgia corporation)
THE TAPE COMPANY, INC. (a Pennsylvania corporation)
TAPE DISTRIBUTORS OF TEXAS, INC.
TAPE DISTRIBUTORS OF MINNESOTA, INC.
DAISYTEK LATIN AMERICA, INC.
ARLINGTON INDUSTRIES, INC.
VIRTUAL DEMAND, INC.
TAPEBARGAINS.COM, INC.
B.A. PARGH COMPANY
BUSINESS SUPPLIES DISTRIBUTORS, INC.
By:
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Name:
Title:
[SIGNATURE PAGE TO AMENDED CREDIT AGREEMENT]