OFFICE PRODUCTS COMPANY. By ----------------------------------- Name: Title: WORKFLOW MANAGEMENT, INC. By ----------------------------------- Name: Title: SCHOOL SPECIALTY, INC. By /s/ Xxxxxx X. Xxxxxxxx ----------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: President AZTEC TECHNOLOGY PARTNERS, INC. By ----------------------------------- Name: Title:
OFFICE PRODUCTS COMPANY. S/ XXXXXX X. XXXXXX ----------------------------------------- Name: Xxxxxx X. Xxxxxx TITLE: PRESIDENT CDR-PC ACQUISITION, L.L.C. By: /s/ XXXXXX X. XXXXX ----------------------------------------- Name: Xxxxxx X. Xxxxx TITLE: PRESIDENT EXHIBIT 1 TO INVESTMENT AGREEMENT TERMS OF SPECIAL WARRANTS Exercise Price: $.01 per share. Expiration Date: 12 years from date of issuance. Exercisability: To the extent of 24.9% of sum of (A) the number of shares of Common Stock issued upon conversion of the 2001 Notes, (B) the number of any shares of Contingent Stock that are issued, and (C) the number of shares of Common Stock issuable pursuant to this Special Warrant in respect of shares described in clauses (A) and (B) above; or after the second anniversary of the issuance of this Special Warrant, whichever is earlier. Shares Subject to Warrant: Equal to the number of shares of Common Stock that is the difference between (i) 24.9% of the sum of (A) the outstanding shares of Common Stock as of the Closing Date after giving effect to the issuance of the Shares and the exercise of this Special Warrant, and assuming the conversion into Common Stock of all the 2001 Notes outstanding on the Closing Date at the conversion price resulting from adjustments made as a result of the Tender Offer and the Distributions and (B) the number of any shares of Contingent Stock that are issued, and (ii) 24.9% of the outstanding shares of Common Stock as of the Closing after giving effect to the issuance of the Shares. Transferability: Transferable to the same extent as Shares. Cashless Exercise: Permitted. Antidilution Protection: Customary. Registration Rights: Same as for Shares. Listing of Warrants: Upon request of Purchaser. Listing of Shares issuable upon exercise of Warrants: Prior to Closing. Listing of Special Covenants: The Company will not be permitted to repurchase Common Stock if as a result thereof the exercisability of the Special Warrant will be limited. EXHIBIT 2 TO INVESTMENT AGREEMENT TERMS OF WARRANTS Exercise Price: 1.5 times $270 million divided by the total number of Shares and shares of Common Stock subject to Special Warrants. Expiration Date: 12 years from date of issuance. Exercisability: Only after the second anniversary of issuance. Shares Subject to Warrant: Equal to the number of the Shares. Transferability: Transferable to the same extent as the Shares under Section 7.01. Cashless Exercise: Permitted. Antidilution Protection: Customary. Registration Rights: Sam...
OFFICE PRODUCTS COMPANY. Date: By: /s/ Xxxxxx Xxxxxx -------------------- ----------------------------------- Xxxxxx Xxxxxx President and Chief Executive Officer I agree to and accept these terms: Date: /s/ Xxxxxxxx X. Xxxxxxx -------------------- ----------------------------------- Xxxxxxxx X. Xxxxxxx
OFFICE PRODUCTS COMPANY. By: /s/ Xxxx X. Xxxxxxxx ------------------------------ Title: Xxxx X. Xxxxxxxx VP Finance BLUE STAR GROUP LIMITED By: /s/ Xxxxxxx X. Xxxx ------------------------------ Title: Xxxxxxx X. Xxxx Director BAY HARBOUR PARTNERS LTD., as a Lender By: /s/ XXXXXXX X. XXXXXXXX ------------------------------ Name: Xxxxxxx X. Xxxxxxxx Title: Vice President ALLSTATE INSURANCE COMPANY, as a Lender By: /s/ XXXXX X. XXXXXXX ------------------------------ Name: Xxxxx X. Xxxxxxx Title: Authorized Signatory By: /s/ XXXXXXX X. XXXXX ------------------------------ Name: Xxxxxxx X. Xxxxx Title: Authorized Signatory ALLSTATE LIFE INSURANCE COMPANY, as a Lender By: /s/ XXXXX X. XXXXXXX ------------------------------ Name: Xxxxx X. Xxxxxxx Title: Authorized Signatory By: /s/ XXXXXXX X. XXXXX ------------------------------ Name: Xxxxxxx X. Xxxxx Title: Authorized Signatory ARCHIMEDES FUNDING II, Ltd. By: ING Capital Advisors, LLC As Collateral Manager By: /s/ XXXXXX XXXXXX ------------------------------ Name: Xxxxxx Xxxxxx Title: Vice President & Senior Credit Analyst ARES LEVERAGED INVESTMENT FUND, L.P., as a Lender By: ARES Management, L.P. By: /s/ XXXXXXX X. XXXXXX ------------------------------ Name: Xxxxxxx X. Xxxxxx Title: V.P. ARES LEVERAGED INVESTMENT FUND, II, L.P., as a Lender By: ARES Management II, L.P. By: /s/ XXXXXXX X. XXXXXX ------------------------------ Name: Xxxxxxx X. Xxxxxx Title: V.P. FIRST DOMINION FUNDING, I, as a Lender By: /s/ XXXXXX XXXXXXXX ------------------------------ Name: Xxxxxx Xxxxxxxx Title: PACIFICA PARTNERS LLP, as a Lender By: /s/ Xxxxxxx X. Xxxxxxxx ------------------------------ Name: Xxxxxxx X. Xxxxxxxx Title: Senior Vice President PARIBAS CAPITAL FUNDING LLC, as a Lender By: /s/ XXXXXXX X. XXXXX ------------------------------ Name: Xxxxxxx X. Xxxxx Title: Director PILGRIM AMERICA HIGH INCOME INVESTMENTS LTD. By: Pilgrim Investments, Inc. as its investment manager By: /s/ XXXXXXX X. XXXXXXX ------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Vice President XXX CAPITAL FUNDING, L.P. By: Highland Capital Management, L.P. as Collateral Manager By: /s/ XXXX X. XXXXX CFA ------------------------------ Name: Xxxx X. Xxxxx CFA Title: Executive Vice President Highland Capital Management L.P.
OFFICE PRODUCTS COMPANY. Sole Member ------------------------------- Xxxx X. Director Executive Vice President - Administration and General Counsel
OFFICE PRODUCTS COMPANY. By: ----------------------------- Title:
OFFICE PRODUCTS COMPANY. By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Title: Executive Vice President/Chief Financial Officer BLUE STAR GROUP LIMITED By: /s/ Xxxxxx X. Xxxxx ------------------------------------- Title: Director THE CHASE MANHATTAN BANK, as Administrative Agent and as a Lender By: /s/ Xxxxxxx X. Xxxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxxxx Title: Managing Director [Other Signatures Omitted]
OFFICE PRODUCTS COMPANY. By: /s/ Xxxxxx X. Xxxxx -------------------------------------- Title: EVP-CFO BLUE STAR GROUP LIMITED By: /s/ Xxxxxx X. Xxxxx -------------------------------------- Title: EVP-CFO THE CHASE MANHATTAN BANK, as Administrative Agent and as a Lender By /s/ Xxxxxxx X. Xxxxxxxx -------------------------------------- Name: Xxxxxxx X. Xxxxxxxx Title: Managing Director [signature pages omitted] Schedule 1 Permitted Third Amendment Transactions The sale or Disposition of : Mail Boxes Etc. Blue Star-Supplies (NZ and AUS) Blue Star-Retail (NZ and AUS) Business Solutions* XxXxxxxxx'x Xxxxxx.xxx**
OFFICE PRODUCTS COMPANY. By: ----------------------------- Title: Acknowledged: By: ----------------------------- Title: XXXXX XX XXX XXXX ) ) ss.: COUNTY OF NEW YORK )
OFFICE PRODUCTS COMPANY. By -------------------- Name: Mark X. Xxxector Title: Secretary
