ADDED COST Clause Samples

ADDED COST. If the introduction of or any change in any present or future law, regulation, treaty, official or unofficial directive, or regulatory requirement, (whether or not having the force of law) or in the interpretation or application thereof, relates to: i) the imposition or exemption of taxation of payments due to the Bank or on reserves or deemed reserves in respect of the undrawn portion of any Facility or loan made available hereunder; or, ii) any reserve, special deposit, regulatory or similar requirement against assets, deposits, or loans or other acquisition of funds for loans by the Bank; or, iii) the amount of capital required or expected to be maintained by the Bank as a result of the existence of the advances or the commitment made hereunder; and the result of such occurrence is, in the sole determination of the Bank, to increase the cost of the Bank or to reduce the income received or receivable by the Bank hereunder, the Borrower shall, on demand by the Bank, pay to the Bank that amount which the Bank estimates will compensate it for such additional cost or reduction in income and the Bank’s estimate shall be conclusive, absent manifest error.

ADDED COST. Unless otherwise stated, the amendments outlined above are in addition to the Terms and Conditions of the existing Agreement. 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 5, APRIL, 2002.

ADDED COST. If the introduction of or any change in any present or future law, regulation, treaty, official or unofficial directive, or regulatory requirement (whether or not having the force of law) or in the interpretation or application thereof, relates to: i) the imposition or exemption of taxation of payments due to the Bank or on reserves or deemed reserves in respect of the undrawn portion of any Facility or loan made available hereunder; or ii) any reserve, special deposit, regulatory or similar requirement against assets, deposits, or loans or other acquisition of funds for loans by the Bank; or iii) the amount of capital required or expected to be maintained by the Bank as a result of the existence of the advances or the commitment made hereunder. and the result of such occurrence is, in the sole determination of the Bank, to increase the cost of the Bank or to reduce the income received or receivable by the Bank hereunder, the Borrower shall, on demand by the Bank, pay to the Bank that amount which the Bank estimates will Daisytek (Canada), Inc. March 15, 2001 compensate it for such additional cost or reduction in income and the Bank's estimate shall be conclusive, absent manifest error.

ADDED COST. We trust you will find these facilities helpful in meeting your ongoing financing requirements. We ask that if you wish to accept this offer of financing (which includes the Standard Terms and Conditions), please do so by signing and returning the attached duplicate copy of this letter to the undersigned. Please have the Guarantor(s) sign the letter Daisytek (Canada), Inc. March 15, 2001 below where indicated. This offer will expire if not accepted in writing and received by the Bank on or before MARCH 23, 2001. Yours truly, /S/ ▇▇▇▇ ▇. ▇▇▇▇▇ N496 /S/ ▇▇▇▇▇▇▇ ▇▇▇▇ C1321 -------------------------------- ------- -------------------------------- ------- ▇▇▇▇ ▇. ▇▇▇▇▇ Signing ▇▇▇▇▇▇ ▇▇▇▇ Signing Relationship Manager No. Analyst, Commercial Banking No. /S/ ▇▇▇▇▇ ▇▇▇▇▇▇ P682 -------------------------------- ------- ▇▇▇▇▇ ▇▇▇▇▇▇ Signing Vice President No. Daisytek (Canada), Inc. March 15, 2001 TO THE TORONTO-DOMINION BANK: Daisytek (Canada) Inc. ▇▇▇▇▇▇ accepts the foregoing offer this 20th day of March, 2000. /S/ ▇. ▇▇▇▇▇▇▇▇ /S/ ▇▇▇▇▇▇ ▇▇▇▇▇ ---------------------------------------- ---------------------------------------- Signature Signature

ADDED COST. If by reason of (i) any change after the Closing ---------- Date in applicable law, regulation, rule, decree or regulatory requirement or any change in the interpretation or application by any Governmental Authority of any law, regulation, rule, decree or regulatory requirement or (ii) compliance by Lender with any direction, reasonable request or requirement (whether or not having the force of law) of any monetary authority or Governmental Authority including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System: (A) Lender shall be subject to any tax or other levy or charge of any nature or to any variation thereof (except for changes in the rate of any tax on the net income of Lender or its applicable lending office) or to any penalty with respect to the maintenance or fulfillment of its obligations under this Section 2.2, whether directly or by such being imposed on or suffered by Lender; (B) any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect of any Letter of Credit issued by Lender; or (C) there shall be imposed on Lender any other condition regarding this Section 2.2, any Letter of Credit or any participation therein; and the result of the foregoing is to directly or indirectly increase the cost to Lender of issuing, creating, making or maintaining any Letter of Credit, or to reduce the amount receivable in respect thereof by Lender, then and in any such case Lender shall, after the additional cost is incurred or the amount received is reduced, notify Borrowers and Borrowers shall pay on demand such amounts as may be necessary to compensate Lender for such additional cost or reduced receipt, together with interest on such amount from the date demanded until payment in full thereof at a rate per annum equal at all times to the applicable interest rate under the Revolving Credit. A certificate signed by an officer of Lender as to the amount of such increased cost or reduced receipt showing in reasonable detail the basis for the calculation thereof, submitted to Borrowers by Lender shall, be prima facie evidence of the amount due and absent written notice from Borrowers to Lender within thirty (30) days from submission, be final, conclusive and binding for all purposes.