EXHIBIT 10.40
[TD COMMERCIAL BANKING LOGO]
Mississauga Centre CBC
20 Milverton Drive
Mississauga, Ontario
L5R 3G2
Telephone No.: 905-890-4163
Fax No.: (905) 890-4136
October 12, 2001
DAISYTEK (CANADA) INC.
35 Valleywood Drive, Unit 1
Markham, ON L3R 5L9
CAN
Attn: George Maney, Chief Financial Officer
The following amending agreement (the "Amending Agreement") amends the terms and
conditions of the credit facilities (the "Facilities") provided to the Borrower
as per the Agreement dated MARCH 15, 2001:
BORROWER DAISYTEK (CANADA) INC. (the "Borrower")
CREDIT LIMIT 1) CDN $15,000,000 [or its US$ Equivalent]
TERM 1) 3 years, until March 20, 2004
ARRANGEMENT The Borrower will pay prior to any drawdown hereunder
FEE a non-refundable arrangement fee of $12,500.00.
POSITIVE
COVENANTS So long as any amounts remain outstanding and unpaid
under this Agreement or so long as any commitment
under this Agreement remains in effect, the Borrower
will and will ensure that its subsidiaries and each
of the Guarantors will observe the Standard Positive
Covenants set out in Schedule "A" and in addition
will:
c) Delete the requirement for Annual Internally
Prepared Financial Statements of BSD
Holdings, Inc..
FINANCIAL
COVENANTS The Borrower agrees at all times to:
c) Minimum Shareholder's Equity of $15MM is to
be maintained at all times
Shareholder's Equity is defined as the sum
of Share Capital, Earned and Contributed
Surplus, less Goodwill in excess of
$1,900,000 or as reduced by amortization.
SCHEDULE "A" -
STANDARD
TERMS AND
CONDITIONS Schedule "A" sets out the Standard Terms and
Conditions ("Standard Terms and Conditions") which
apply to these credit facilities. The Standard Terms
and Conditions, including the defined terms set out
therein, form part of this Agreement, unless this
letter states specifically that one or more of the
Standard Terms and Conditions do not apply or are
modified.
AMENDMENTS TO
SCHEDULE "A" -
TERMS AND
CONDITIONS The following amendments to the Standard Terms and
Conditions apply:
o Remove Clause "c" in Section 8 Standard
Negative Covenants.
o Add the following sentence "Subject to
written approval by the Borrower which will
not be unreasonably withheld" to the
beginning of Paragraph 2 Section 9
Environmental.
o Add the following sentence "The Bank agrees
to provide prior written notice of any such
increased costs" at the end of Section 15
Added Cost.
All other terms and conditions remain unchanged. We ask that you acknowledge
your agreement to these amendments by signing and returning the attached
duplicate copy of this Amending Agreement to the undersigned. The amendments
will not come into force unless the duplicate of this Amending Agreement is
received by the Bank on or before 19, OCTOBER, 2001.
Yours truly,
THE TORONTO-DOMINION BANK:
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/s/ JOHN A. NEATE N496 /s/ MASON COATES I17
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John A. Neate Signing Mason Coates Signing
Relationship Manager No. Vice President No.
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TO THE TORONTO-DOMINION BANK:
DAISYTEK (CANADA) INC. hereby accepts the foregoing offer
this 11th day of October, 2001.
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/s/ JEFF MALANGA /s/ R. MITCHELL
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Signature Signature
Jeff Malanga - Assistant Treasurer R. Mitchell - EVP & CFO
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Print Name & Position Print Name & Position
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