EXHIBIT 10.35
SECOND AMENDMENT
SECOND AMENDMENT (this "Amendment"), dated as of October 30, 1996, among
U.S. OFFICE PRODUCTS COMPANY, a Delaware Corporation (the "Borrower"), the
lenders party to the Credit Agreement referred to below on the date hereof and
immediately before giving effect to this Amendment (the "Existing Banks"),
BANKERS TRUST COMPANY, as Agent (in such capacity, the "Agent"), and each of the
lenders listed on Schedule A hereto (the "New Banks"). All capitalized terms
used herein and not otherwise defined shall have the respective meanings
provided such terms in the Credit Agreement referred to below.
W I T N E S S E T H :
WHEREAS, the Borrower, the Existing Banks and the Agent are parties to a
Credit Agreement, dated as of August 21, 1996 (as amended to date, the "Credit
Agreement"); and
WHEREAS, the parties hereto wish to amend the Credit Agreement to add the
New Banks as parties thereto on the terms herein provided;
NOW, THEREFORE, it is agreed:
1. Each of the Existing Banks severally and not jointly hereby sells and
assigns to each of the New Banks without recourse and without representation or
warranty (other than as expressly provided herein), and each New Bank hereby
purchases and assumes from each Existing Bank, that interest in and to each of
such Existing Bank's rights and obligations under the Credit Agreement as of the
date hereof which in the aggregate represents such New Bank's PRO RATA share
(for each such New Bank, its "PRO RATA Share") as set forth on Schedule B hereto
(calculated after giving effect to this Amendment), and such PRO RATA Share
represents all of the outstanding rights and obligations under the Credit
Agreement that are being sold and assigned to each New Bank pursuant to this
Amendment, including, without limitation, all rights and obligations with
respect to such New Bank's PRO RATA Share of the Total Commitment and all such
rights and obligations with respect to such New Bank's PRO RATA Share of
outstanding Revolving Loans, Swingline Loans and Letters of Credit. After giving
effect to this Amendment, each of the Existing Banks' and New Banks' outstanding
Commitment will be as set forth on Schedule C hereto.
2. In accordance with the requirements of Section 12.04(b) of the Credit
Agreement, (i) on the Second Amendment Effective Date (as defined below), the
Credit Agreement shall be amended by deleting Annex I thereto in its entirety
and by inserting in lieu thereof a new Annex I in the form of Schedule C hereto
and (ii) the Borrower agrees that, promptly after the Second Amendment Effective
Date, it will issue an appropriate Revolving Note to each Bank in conformity
with the requirements of Section 1.05 of the Credit Agreement.
3. On and after the Second Amendment Effective Date, Annex II to the Credit
Agreement shall be amended by deleting existing Annex II in its entirety and by
inserting in lieu thereof a new Annex II in the form of Schedule D hereto. For
purposes of Section 12.03 of the Credit Agreement, the address of each Bank
shall be as set forth on Schedule D hereto, or at such other address as such
Bank may hereafter notify the other parties to the Credit Agreement in writing.
4. Each of the Existing Banks (i) represents and warrants that it is the
legal and beneficial owner of the interest being sold and assigned by it
hereunder and that such interest is free and clear of any liens or security
interests; (ii) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with the Credit Agreement or the other Credit Documents
or the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Credit Agreement or the other Credit Documents or any other
instrument or document furnished pursuant thereto; and (iii) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of the Borrower or any of its Subsidiaries or the
performance or observance by the Borrower or of any of its Subsidiaries of their
obligations under the Credit Agreement or the other
Credit Documents to which they are a party or any other instrument or document
furnished pursuant thereto.
5. Each of the New Banks (i) confirms that it has received a copy of the
Credit Agreement and the other Credit Documents, together with copies of the
financial statements referred to therein and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Amendment; (ii) agrees that it will, independently
and without reliance upon the Agent, the Letter of Credit Issuer, the Existing
Banks or any other Bank and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Credit Agreement; (iii) confirms that it
is an Eligible Transferee under the Credit Agreement; (iv) appoints and
authorizes the Agent and the Collateral Agent to take such action as agent on
its behalf and to exercise such powers under the Credit Agreement and the other
Credit Documents as are delegated to the Agent and the Collateral Agent by the
terms thereof, together with such powers as are reasonably incidental thereto;
(v) agrees that it will perform in accordance with their terms all of the
obligations which by the terms of the Credit Agreement are required to be
performed by it as a Bank, and (vi) to the extent legally entitled to do so,
agrees that it will on or prior to the date hereof submit to the Agent and the
Borrower the forms described in (and to the extent required by) Section 12.04(b)
of the Credit Agreement.
6. Each of the Existing Banks and the New Banks hereby agrees that all
amounts accrued with respect to the Commitments, the outstanding Loans and the
outstanding Letters of Credit being assigned hereunder prior to the delivery by
such New Bank of the amount referred to in clause (ii) of Section 12 of this
Amendment shall be for the account of the Existing Banks, respectively, and that
all such amounts accrued after the delivery of such amounts referred to in
clause (ii) of such Section 12 shall be for the account of the Existing Banks
and each such New Bank based upon its PRO RATA Share.
7. In accordance with Section 12.04(b) of the Credit Agreement, on and as
of the date upon which each New Bank delivers the amount referred to in clause
(ii) of Section 12 of this Amendment for such New Bank, such New Bank shall
become a "Bank" under, and for all purposes of, the Credit Agreement and the
other Credit Documents. The Agent hereby waives the assignment fee referred to
in Section 12.04(b) of the Credit Agreement in connection with the assignments
effected hereby.
8. In order to induce the Banks to enter into this Amendment, the Borrower
hereby represents and warrants that (i) the representations, warranties and
agreements contained in Section 6 of the Credit Agreement are true and correct
in all material respects on and as of the Second Amendment Effective Date (it
being understood and agreed that any representation or warranty which by its
terms is made as of a specified date shall be required to be true and correct in
all material respects only as of such specified date) and (ii) there exists no
Default or Event of Default on the Second Amendment Effective Date, in each case
both before and after giving effect to this Amendment.
9. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
10. This Amendment may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which counterparts
when executed and delivered shall be an original, but all of which shall
together constitute one and the same instrument. A complete set of counterparts
shall be lodged with the Borrower, the Agent and each New Bank.
11. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF
NEW YORK.
12. Subject to Section 13 of this Amendment, this Amendment shall become
effective on the date (the "Second Amendment Effective Date") when (i) the
Borrower, the Agent, each Existing Bank and each New Bank shall have signed a
counterpart hereof (whether the same or different counterparts) and
2
shall have delivered (including by way of facsimile transmission) the same to
the Agent at its Notice Office and (ii) each New Bank shall have delivered to
the Agent, for the accounts of the Existing Banks, respectively, an amount equal
to such New Bank's relevant PRO RATA Share of the outstanding Loans.
13. Notwithstanding Section 12 of this Amendment, if for any reason any New
Bank shall not have (i) signed a counterpart hereof and delivered the same to
the Agent at its Notice Office on or prior to November 1, 1996 and (ii)
delivered to the Agent an amount equal to such New Bank's PRO RATA Share of the
outstanding Loans on or prior to November 4, 1996, then, if each Existing Bank
agrees, this Amendment shall become effective notwithstanding such failure,
provided that (x) Schedules A, B, C and D hereto shall be modified to delete any
such New Bank, and such New Bank's relevant PRO RATA Share shall be reallocated
among the Existing Banks in such manner as the Existing Banks shall agree and
(y) the signature pages of this Amendment shall be deemed revised to delete such
New Bank's name therefrom.
14. From and after the Second Amendment Effective Date, all references in
the Credit Agreement and each of the Credit Documents to the Credit Agreement
shall be deemed to be references to such Credit Agreement as amended hereby.
* * *
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Amendment to be duly executed and delivered as of the date first above
written.
U.S. OFFICE PRODUCTS COMPANY
By
-----------------------------------------
Title:
BANKERS TRUST COMPANY,
Individually and as Agent
By
-----------------------------------------
Title:
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY, Individually and as Co-Agent
By
-----------------------------------------
Title:
CORESTATES BANK NA,
Individually and as Co-Agent
By
-----------------------------------------
Title:
3
▇▇▇▇▇▇ FINANCIAL, INC.,
Individually and as Co-Agent
By
-----------------------------------------
Title:
NATIONSBANK, N.A.,
Individually and as Co-Agent
By
-----------------------------------------
Title:
▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL
PRIME RATE INCOME TRUST,
Individually and as Co-Agent
By
-----------------------------------------
Title:
FIRST UNION NATIONAL BANK OF
VIRGINIA, MARYLAND AND
WASHINGTON DC
By
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Title:
IBM CREDIT CORPORATION
By
-----------------------------------------
Title:
BHF-BANK AKTIENGESELLSCHAFT
By
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Title:
4
CAISSE NATIONALE de CREDIT
AGRICOLE
By
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Title:
HIBERNIA NATIONAL BANK
By
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Title:
NATIONAL BANK OF CANADA
By
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Title:
▇▇▇▇▇ BANK, N.A.
By
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Title:
SOUTHERN PACIFIC THRIFT & LOAN
ASSOCIATION
By
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Title:
UNITED STATES NATIONAL BANK OF
OREGON
By
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Title:
THE BANK OF NEW YORK
By
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Title:
5
CITY NATIONAL BANK
By
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Title:
FIRST NATIONAL BANK OF
COMMERCE
By
-----------------------------------------
Title:
NATIONAL CITY BANK
By
-----------------------------------------
Title:
6
SCHEDULE A
to
Second Amendment
NEW BANKS
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
CORESTATES BANK ▇▇
▇▇▇▇▇▇ FINANCIAL, INC.
NATIONSBANK, ▇.▇.
▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL PRIME RATE INCOME TRUST
FIRST UNION NATIONAL BANK OF VIRGINIA, MARYLAND AND WASHINGTON D.C.
IBM CREDIT CORPORATION
BHF-BANK AKTIENGESELLSCHAFT
CAISSE NATIONALE de CREDIT AGRICOLE
HIBERNIA NATIONAL BANK
NATIONAL BANK OF CANADA
▇▇▇▇▇ BANK, N.A.
SOUTHERN PACIFIC THRIFT & LOAN ASSOCIATION
UNITED STATES NATIONAL BANK OF OREGON
THE BANK OF NEW YORK
CITY NATIONAL BANK
FIRST NATIONAL BANK OF COMMERCE
NATIONAL CITY BANK
7
SCHEDULE B
TO
SECOND AMENDMENT
PRO RATA SHARE
BANK COMMITMENT
------------------------------------------------------------------------------------------------- -------------------
BANKERS TRUST COMPANY............................................................................ 19.0%
BANK OF TOKYO-MITSUBISHI TRUST COMPANY........................................................... 8.0%
CORESTATES BANK NA............................................................................... 8.0%
▇▇▇▇▇▇ FINANCIAL, INC............................................................................ 8.0%
NATIONSBANK, N.A................................................................................. 8.0%
▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL PRIME RATE INCOME TRUST.............................................. 10.0%
FIRST UNION NATIONAL BANK OF VIRGINIA, MARYLAND AND WASHINGTON D.C............................... 5.0%
IBM CREDIT CORPORATION........................................................................... 5.0%
BHF-BANK AKTIENGESELLSCHAFT...................................................................... 3.0%
CAISSE NATIONALE de CREDIT AGRICOLE.............................................................. 3.0%
HIBERNIA NATIONAL BANK........................................................................... 3.0%
NATIONAL BANK OF CANADA.......................................................................... 3.0%
▇▇▇▇▇ BANK, N.A.................................................................................. 3.0%
SOUTHERN PACIFIC THRIFT & LOAN ASSOCIATION....................................................... 3.0%
UNITED STATES NATIONAL BANK OF OREGON............................................................ 3.0%
THE BANK OF NEW YORK............................................................................. 2.0%
CITY NATIONAL BANK............................................................................... 2.0%
FIRST NATIONAL BANK OF COMMERCE.................................................................. 2.0%
NATIONAL CITY BANK............................................................................... 2.0%
SCHEDULE C
TO
SECOND AMENDMENT
COMMITMENTS
BANK COMMITMENT TITLE
------------------------------------------------------------------------------------ -------------- -----------
Bankers Trust Company............................................................... $ 95,000,000 Agent
Bank of Tokyo-Mitsubishi Trust Company.............................................. $ 40,000,000 Co-Agent
Corestates Bank NA.................................................................. 40,000,000 Co-Agent
▇▇▇▇▇▇ Financial, Inc............................................................... 40,000,000 Co-Agent
NationsBank, N.A.................................................................... 40,000,000 Co-Agent
▇▇▇ ▇▇▇▇▇▇ American Capital Prime Rate Income Trust................................. 50,000,000 Co-Agent
First Union National Bank of Virginia, Maryland and Washington D.C.................. 25,000,000
IBM Credit Corporation.............................................................. 25,000,000
BHF-Bank Aktiengesellschaft......................................................... 15,000,000
Caisse National de Credit Agricole.................................................. 15,000,000
Hibernia National Bank.............................................................. 15,000,000
National Bank of Canada............................................................. 15,000,000
▇▇▇▇▇ Bank, N.A..................................................................... 15,000,000
Southern Pacific Thrift & Loan...................................................... 15,000,000
United States National Bank of Oregon............................................... 15,000,000
The Bank of New York................................................................ 10,000,000
City National Bank.................................................................. 10,000,000
First National Bank of Commerce..................................................... 10,000,000
National City Bank.................................................................. 10,000,000
Total............................................................................... $ 500,000,000
SCHEDULE D
TO
SECOND AMENDMENT
BANK ADDRESSES
Bankers Trust Company
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
Bank of New York
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
BHF--Bank Actiengesellschaft
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
Bank of Tokyo--Mitsubishi Trust Company
1251 Avenue of the ▇▇▇▇▇▇▇▇--▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇, Vice President
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier No: (▇▇▇) ▇▇▇-▇▇▇▇
Caisse Nationale de Credit Agricole
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
City National Bank
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, Vice President
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
SCHEDULE D
PAGE 2
CoreStates Bank NA
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
Credit Agricole
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▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
First National Bank of Commerce
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ III, Banking Officer
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
First Union National Bank of Virginia, Maryland and Washington
D.C.
1970 Chain Bridge Road--Mail Code VA 1937
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇, Vice President
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇ Financial, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Vice President
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
Hibernia National Bank
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
IBM Credit Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
SCHEDULE D
PAGE 3
National Bank of Canada
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇--▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
National City Bank
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇--▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇ ▇. ▇▇▇▇▇▇, Senior Vice President
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
NationsBank N.A.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇--▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇ Bank, N.A.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇, Vice President
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
Southern Pacific Thrift & Loan Association
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Senior Vice President
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
U.S. National Bank of Oregon
▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇--▇▇▇▇▇ ▇▇▇--▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇, Vice President
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ American Capital
Prime Rate Income Trust
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇/6741
