1
EXHIBIT 10.8
SCOTIA BANK
THE BANK OF NOVA SCOTIA
625 Cochrane Drive, Markham, Ontario L3R949
August 31, 1999
Daisytek (Canada) Inc.
c/o Daisytek International Corporation
500 N. Central Expressway
Plano, Texas
75047
Attention: Mr. Thomas J. Madden
Chief Financial Officer
Mr. Thomas Graham
Director of Treasury & Budget
Dear Sir:
We confirm that subject to acceptance by you, The Bank of Nova Scotia
(the "Bank") will make available to Daisytek (Canada) Inc. (the "Borrower")
credit facilities on the terms and conditions set out in the attached Terms and
Conditions Sheet and Schedule "A".
If the arrangements set out in this letter and in the attached Terms
and Conditions Sheet and Schedule "A" (collectively the "Commitment Letter") are
acceptable to you, please sign the enclosed copy of this letter in the space
indicated below and return the letter to us by the close of business on
September 17, 1999, after which date this offer will lapse.
This Commitment Letter replaces all previous commitments issued by the
Bank to the Borrower.
Yours very truly,
/s/ J.A. Neat /s/ I.C. McFetters
-------------------------- ------------------
J.A. Neat I.C. McFetters
Senior Account Manager Vice-President and Manager
The arrangements set out above and in the attached Terms and Conditions
Sheet and Schedule "A" (collectively the "Commitment Letter") are hereby
acknowledged and accepted by:
DAISYTEK (CANADA) INC. DAISYTEK INTERNATIONAL CORPORATION
- -------------------------------------- ----------------------------------------
Name Name
By: /s/ Thomas Graham By: /s/ Thomas Graham /s/ Harvey Achatz
---------------------------------- ----------------------------------------
Title: Director of Treasury & Budget Title: Director of Treasury & Budget
Date: 9/9/99 Date: 9/9/99
-------------------------------- ----------------------------------
DAISYTEK INCORPORATED
----------------------------------------
Name
By: /s/ Thomas Graham /s/ Harvey Achatz
------------------------------------
Title: Director of Treasury & Budget
Date: 9/9/99
----------------------------------
2
Page 1
TERMS AND CONDITIONS
CREDIT NUMBER: 01 AUTHORIZED AMOUNT: $10,000,000
- --------------------------------------------------------------------------------
TYPE
Revolving Term
PURPOSE
Assist with financing of day-to-day general operating requirements.
CURRENCY
Canadian and/or U.S. dollar equivalent thereof.
AVAILMENT
The Borrower may avail the Credit by way of direct advances evidenced
by Demand Promissory Notes and/or Bankers' Acceptances in Canadian
dollars in multiples of $100,000 (subject to a minimum availment amount
of $500,000) and having terms of maturity of 30 to 364 days without
grace.
TERMINATION
Provided the Borrower is in compliance with all terms and conditions
outlined, the Revolving term facility will be committed for 2 years
following acceptance of this Commitment. Advances are repayable the
earlier of the expiry of the facility or on demand by the Bank if the
Borrower is in default of the terms and conditions outlined.
In the event of extension, the Borrower is to provide written notice
not less than 40 days and up to 90 days prior to expiry, requesting
extension for a further period, subject to no event of default having
occurred and with extension subject to the Bank's approval.
INTEREST RATE AND FEES WHILE REVOLVING
(Canadian dollars:) The Bank's Prime Lending Rate, plus 10 basis
points, from time to time, with interest payable monthly.
(Bankers' Acceptances:) The Bankers' Acceptance Fee of 160 basis
points, subject to a minimum fee of $500 per transaction, payable at
the time of each acceptance.
(U.S. dollars:) The Bank's U.S. Dollar Base Rate in New York, plus 10
basis points, with interest payable monthly.
OTHER FEES
A Standby Fee of 1/4% per annum on the daily unused portion of the
Credit payable in Canadian dollars, is payable monthly from the date of
acceptance of this commitment.
An application Fee of $20,000 is payable on the Borrower.
3
Page 2
REPAYMENT
The Borrower may make repayment of advances under the Revolving Term
facility at any time, other than term instruments which may be repaid
at maturity.
PREPAYMENT
Floating Interest Rate Advances
Prepayment is permitted without penalty at any time in whole or in part
except for Bankers' Acceptances which may be prepared on maturity date.
Prepayments are to be applied against installments of principal in the
inverse order of their maturities.
SPECIFIC SECURITY
The following security, evidenced by documents in form satisfactory to
the Bank and registered or recorded as required by the Bank, is to be
provided prior to any advances or availment being made under the
Credit:
Bankers' Acceptance Agreement.
ADDITIONAL FACILITIES
a) Subject to availability and execution of mutually satisfactory
documentation the Borrower may enter into Forward Exchange Contracts with
the Bank for maximum terms of up to one year.
Maximum aggregate Forward Exchange Contracts outstanding at any one time
are not to exceed $5,000,000 U.S. dollars or the equivalent thereof in
other approved currencies.
b) Subject to availability, and to execution of mutually satisfactory
documentation, based on the Bank's standard International Swap Dealers
Association (ISDA) Master Agreement and Schedule, incorporating all
security held pursuant to this Commitment Letter, the Borrower shall have
the option, available until August 31, 2000 to enter into (Interest Rate
Swap transactions. The swap transactions are limited to U.S. and Canadian
only, for terms not exceeding 5 years from the date of drawdown of the
amount to be swapped. The aggregate amount of all outstanding transactions
at any one time is not to exceed $10,000,000.
GENERAL SECURITY, TERMS AND CONDITIONS APPLICABLE TO ALL CREDITS
GENERAL SECURITY
The following security, evidenced by documents in form satisfactory to
the Bank and registered or recorded as required by the Bank, is to be
provided prior to any advances or availment being made under the
Credits:
Guarantees given by the following (with corporate seals and
resolutions as applicable) in the amount shown:
4
Page 3
NAME AMOUNT
---- ------
Daisytek International Corporation* $10,000,000
Daisytek Incorporated* $10,000,000
* Joint and Several
GENERAL CONDITIONS
Until all debts and liabilities under the Credits have been discharged
in full, the following conditions will apply in respect of the Credits:
Any default under the Credit Agreement dated May 22, 1995 and
as subsequently amended, of Daisytek, Incorporated and
Daisytek International Corporation as guarantor, constitutes a
default under the terms of credits outlined herein.
Without the Bank's Prior written consent:
No change in ownership is permitted.
The Borrower or guarantors will not pledge their
respective assets to another party, other than as
allowed in the above referenced Credit Agreement
dated May 22, 1995 with limitations as to type and
aggregate dollar limits outlined therein still
currently in effect and continuing unless otherwise
agreed in writing by the Bank.
GENERAL BORROWER REPORTING CONDITIONS
Until all debts and liabilities under the Credits have been discharged
in full, the Borrower will provide the Bank with the following:
Annual Internally Prepared Unconsolidated Financial
Statements, within 120 days of the Borrower's fiscal year end,
duly signed.
Annual Audited Consolidated Financial Statements of Daisytek
International Corporation within 120 days of fiscal year end,
duly signed.
Quarterly Internally Prepared Unconsolidated Financial
Statements of the Borrower within 60 days of period end.
Quarterly Prepared Consolidated Financial Statements of
Daisytek International Corporation within 60 days of period
end.
Quarterly Compliance Certificate from Daisytek International
Corporation, certifying compliance with all conditions of
credit facilities.
A copy of any amendment to the existing Guarantor Credit
Agreement or any new Credit Agreement in its entirety, at the
time of execution of any such amendment or new Agreement, with
any amendment to the cure period subject to Scotiabank
concurrence.
5
Page 4
SCHEDULE A
ADDITIONAL TERMS AND CONDITIONS APPLICABLE
TO ALL CREDITS
Calculation and Payment of Interest
1) Interest on loans/advances made in Canadian dollars will be calculated on a
daily basis and payable monthly on the 22nd day of each month (unless
otherwise stipulated by the Bank). Interest shall be payable not in advance
on the basis of a calendar year for the actual number of days elapsed both
before and after demand of payment or default and/or judgment.
2) Interest on loans/advances made in U.S. dollars will be calculated on a
daily basis and payable monthly on the 22nd day of each month (unless
otherwise stipulated by the Bank). Interest shall be payable not in advance
on the basis of a 360 day year for the actual number of days elapsed both
before and after demand of payment or default and/or judgment. The rate of
interest based on a 360 day year is equivalent to a rate based on a
calendar year of 365 days of 365/360 times the rate of interest that
applies to the U.S. dollar loans/advances.
Interest on Overdue Interest
3) Interest on overdue interest shall be calculated at the same rate as
interest on the loans/advances in respect of which interest is overdue, but
shall be compounded monthly and be payable on demand, both before and after
demand and judgment.
Calculation and Payment of Bankers' Acceptance Fee
4) The fee for the acceptance of each Bankers' Acceptance will be payable on
the face amount of each Bankers' Acceptance at the time of acceptance of
each draft calculated on the basis of a calendar year for the actual number
of days elapsed from and including the date of acceptance to the due date
of the draft.
Calculation and Payment of Standby Fee
5) Standby fees shall be calculated daily and payable monthly on the basis of
a calendar year for Canadian dollar credits and on the basis of a 360 day
year for U.S. dollar credits from the date of acceptance by the Borrower of
this Commitment Letter.
Environment
6) The Borrower agrees:
(a) to obey all applicable laws and requirements of any federal,
provincial, or any other governmental authority relating to
the environment and the operation of the business activities
of the Borrower:
6
Page 5
(b) to allow the Bank upon reasonable prior notice and at
reasonable times access to the business premises of the
Borrower to monitor and inspect all property and business
activities of the Borrower;
(c) to notify the Bank from time to time of any business activity
conducted by the Borrower which involves the use or handling
of hazardous materials or wastes or which increases the
environmental liability of the Borrower in any material
manner;
(d) to notify the Bank of any proposed change in the use or
occupation of the property of the Borrower prior to any change
occurring;
(e) to provide the Bank with immediate written notice of any
environmental problem and any hazardous materials or
substances which have an adverse effect on the property,
equipment, or business activities of the Borrower and with any
other environmental information requested by the Bank from
time to time.
(f) to conduct all environmental remedial activities which a
commercially reasonable person would perform in similar
circumstances to meet its environmental responsibilities and
if the Borrower fails to do so, the Bank may perform such
activities; and
(g) to pay for any environmental investigations, assessments or
remedial activities with respect to any property of the
Borrower that may be performed for or by the Bank from time to
time.
If the Borrower notifies the Bank of any specified activity or change or
provides the Bank with any information pursuant to subsections (c), (d), or (e),
or if the Bank receives any environmental information from other sources, the
Bank, in its sole discretion, may decide that an adverse change in the
environmental condition of the Borrower or any of the property, equipment, or
business activities of the Borrower has occurred which decision will constitute,
in the absence of manifest error, conclusive evidence of the adverse change.
Following this decision being made by the Bank, the Bank shall notify the
Borrower of the Bank's decision concerning the adverse change.
If the Bank decides or is required to incur expenses in compliance or to verify
the Borrower's compliance with applicable environmental or other regulations,
the Borrower shall indemnify the Bank in respect of such expenses, which will
constitute further advances by the Bank to the Borrower under this Agreement.
Initial Drawdown
7) The right of the Borrower to obtain the initial drawdown under the
Credit(s) is subject to the condition precedent that there shall not have
been any material adverse changes in the financial condition or the
environmental condition of the Borrower or any guarantor of the Borrower.
7
Page 6
Evidence of Indebtedness
9) The Bank's accounts, books and records constitute, in the absence of
manifest error, conclusive evidence of the advances made under this Credit,
repayments on account thereof and the indebtedness of the Borrower to the
Bank.
Acceleration
10) (a) All indebtedness and liability of the Borrower to the Bank payable on
demand, is repayable by the Borrower to the Bank at any time on demand;
(b) All indebtedness and liability of the Borrower to the Bank not payable
on demand, shall, at the option of the Bank, become due and payable,
subject to specific cure periods outlined in Daisytek Incorporated's Credit
Agreement dated May 22, 1995 and subsequent Amending Agreements, moreother,
the security held by the Bank shall become enforceable, and the obligation
of the Bank to make further advances or other accommodation available under
the Credits shall terminate, if any one of the following Events of Default
occurs;
i) the Borrower or any guarantor fails to make when due, whether
on demand or at a fixed payment date, by acceleration or
otherwise, any payment of interest, principal, fees,
commissions or other amounts payable to the Bank;
ii) there is a breach by the Borrower or any guarantor of any
other term or condition contained in the Commitment Letter or
in any other agreement to which the Borrower and/or any
guarantor and the Bank are parties;
iii) any default occurs under any security listed in this
Commitment Letter under the headings "Specific Security" or
"General Security" or under any other credit, loan or security
agreement to which the Borrower and/or any guarantor is a
party;
iv) any bankruptcy, re-organization, compromise, arrangement,
insolvency or liquidation proceedings or other proceedings for
the relief of debtors are instituted by or against the
Borrower or any guarantor and, if instituted against the
Borrower or any guarantor, are allowed against or consented to
by the Borrower or any guarantor or are not dismissed or
stayed with 60 days after such institution;
8
Page 7
v) a receiver is appointed over any property of the Borrower or
any guarantor or any judgement or order by any process of any
court becomes enforceable against the Borrower or any
guarantor or any property of the Borrower or any guarantor or
any creditor takes possession of any property of the Borrower
or any guarantor;
vi) any course of action is undertaken by the Borrower or any
guarantor or with respect to the Borrower or any guarantor
which would result in the Borrower's or any guarantor's
reorganization, amalgamation or merger with another
corporation or the transfer of all of the Borrower's or any
guarantor's assets;
vii) any guarantee of indebtedness and liability under the Credit
Line is withdrawn, determined to be invalid or otherwise
rendered ineffective.
Judgement Currency
11) The obligations of the Borrower or any Guarantor shall be payable in
(Canadian/US) Dollars. Such obligations shall not be discharged or
satisfied by any tender or recovery pursuant to any judgment expressed in
or converted into any other currency except to the extent to which such
tender or recovery shall result in the effective receipt by the Bank of the
full amount of (Canadian/US) Dollars so payable. Accordingly, the
obligation of the Borrower shall be enforceable as an alternate or
additional cause of action for the purpose of recovery in (Canadian/US)
Dollars of the amount (if any) by which such effective receipt shall fall
short of the full amount of (Canadian/US) Dollars so payable and shall not
be affected by any judgment being obtained for any other sum due hereunder.
Costs
12) All costs, including legal and appraisal fees incurred by the Bank relative
to security and other documentation and the enforcement thereof, shall be
for the account of the Borrower and may be charged to the Borrower's
deposit account when submitted.