June 10, 1998
CDR-PC Acquisition, L.L.C.
c/o Clayton, Dubilier & Rice Fund V Limited Partnership
0000 Xxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
Gentlemen:
Reference is made to the Investment Agreement, dated as of
January 12, 1998 (as amended by Amendment No. 1 thereto dated February 3,
1998, the "Investment Agreement"), between U.S. Office Products Company (the
"Company") and CDR-PC Acquisition, L.L.C. (the "Investor"). Capitalized terms
used herein without other definition shall have the respective meanings
specified in the Investment Agreement.
This letter will confirm our agreement that the Company
shall, as soon as practicable after the date hereof (and in any event within
30 days), furnish to Investor (a) certificates of the Company's transfer
agents for the Common Stock and the 2001 Notes (the "Transfer Agent
Certificates"), as to the aggregate number of shares of Common Stock and 2001
Notes outstanding as of the Closing Date, and (b) a certificate of the
Controller of the Company (the "Adjustment Certificate"), as to the
adjustments made to the conversion price of the 2001 Notes as a result of the
Tender Offer and the Distributions (the "Adjustments").
Promptly after the delivery of the Transfer Agent
Certificates and the Adjustment Certificate, the Company shall issue to
Investor, (i) in exchange for the Special Warrant issued to Investor at the
Closing, a new Special Warrant, dated the date hereof and of like tenor,
covering a number of shares of Common Stock determined pursuant to Section
1.01 of the Investment Agreement, reflecting the increase in the number of
shares of Common Stock into which the 2001 Notes are convertible as a result
of the Adjustments, as well as any change in the number of
2001 Notes outstanding as of the Closing Date reflected in the Transfer Agent
Certificates (and taking into account, without duplication, any intervening
adjustments required pursuant to the antidilution provisions of the Special
Warrant); (ii) in exchange for the Warrant issued to Investor at the Closing,
a new Warrant, dated the date hereof and of like tenor, covering a number of
shares of Common Stock determined pursuant to Section 1.01 of the Investment
Agreement and with an exercise price determined pursuant to the Investment
Agreement, reflecting the increase in the number of shares of Common Stock
covered by the Special Warrant delivered pursuant to clause (i), as well as
any change in the number of shares of Common Stock and/or 2001 Notes
outstanding as of the Closing Date reflected in the Transfer Agent
Certificate (and taking into account, without duplication, any intervening
adjustments required pursuant to the antidilution provisions of the Warrant);
and (iii) if required, in exchange for the certificate evidencing the Shares
issued to Investor at the Closing, a new Certificate, evidencing a number of
Shares determined pursuant to Section 1.01 of the Investment Agreement,
reflecting any change in the number of shares of Common Stock and/or 2001
Notes outstanding as of the Closing Date reflected in the Transfer Agent
Certificate.
Very truly yours,
U.S. OFFICE PRODUCTS COMPANY
By: /s/ Xxxx X. Director
--------------------------
Xxxx X. Director
Executive Vice President-
Administration, General
Counsel and Secretary
Agreed:
CDR-PC ACQUISITION, L.L.C.
By: /s/ Xxxxx X. Xxxx
----------------------
Xxxxx X. Xxxx
Executive Vice President
