EXHIBIT 10.36
THIRD AMENDMENT
THIRD AMENDMENT (the "Amendment"), dated as of April 15, 1997, among U.S.
OFFICE PRODUCTS COMPANY, a Delaware corporation (the "Borrower"), the
institutions party to the Credit Agreement referred to below (the "Banks") and
BANKERS TRUST COMPANY, as Agent (the "Agent"). 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 Banks and the Agent are parties to a Credit
Agreement dated as of August 21, 1996 (as amended, modified or supplemented to
date, the "Credit Agreement");
WHEREAS, the parties hereto wish to amend the Credit Agreement as herein
provided;
NOW, THEREFORE, it is agreed:
1. Section 6.05(b) of the Credit Agreement is amended by deleting the
proviso contained therein.
2. Section 8.03 of the Credit Agreement is amended by (x) deleting the "and"
at the end of clause (l) thereof; (y) changing the period at the end of clause
(m) thereof to read "; and"; and (z) adding a new clause (n) to read:
"(n) Liens on assets of the Borrower and the Subsidiary Guarantors
created pursuant to the Synthetic Lease Documentation."
3. Section 8.04 of the Credit Agreement is amended by (x) deleting the "and"
at the end of clause (h); (y) changing clause "(i)" to read clause "(j)"; and
(z) adding a new clause (i) to read:
"(i) Indebtedness of the Borrower and each Subsidiary Guarantor created
pursuant to the Synthetic Lease Documentation; and"
4. Section 10 of the Credit Agreement is amended by adding the following
definition in appropriate alphabetical order:
"Synthetic Lease Documentation" shall mean each and every document and
instrument evidencing and/or governing the transactions described below provided
that all such documents and instruments shall be satisfactory to the Agent:
(i) the incurrence of up to $48.5 million of indebtedness by a trust (or
other Person) not an Affiliate of the Borrower ("▇▇ ▇▇▇▇▇▇") to finance the
purchase and/or construction of land and/or distribution centers
(collectively, the "SL Properties") for lease as provided in clause (iii)
below;
(ii) the guaranty by each of the Credit Parties of the indebtedness
described in clause (i) above, which guaranty shall be secured by a Lien on
all the Collateral (other than the Mortgaged Properties) that is pari passu
to the Lien on the Collateral securing the obligations of the Credit Parties
under the Credit Document;
(iii) the lease by ▇▇ ▇▇▇▇▇▇ of the SL Properties to a lessee that shall
be either the Borrower or a Subsidiary Guarantor (the "SL Lessee") pursuant
to a master lease and supplements thereto providing for a rental stream
sufficient to repay the indebtedness described in clause (i) above and
related interest and fees and to return up to $1.5 million of equity
contributions made to ▇▇ ▇▇▇▇▇▇ and a specified return thereon; and
(iv) the unsecured guaranty by each of the Credit Parties other than SL
Lessee of SL Lessee's obligations under the master lease referred to in
clause (iii) above.
5. In order to induce the Banks to enter into this Amendment, the Borrower
(x) represents and warrants that no Default or Event of Default exists on the
Effective Date referred to below after giving
effect to this Amendment, and (y) makes each of the representations, warranties
and agreements contained in the Credit Agreement and the other Credit Documents
on the Effective Date after giving effect to this Amendment (it being understood
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 as of
such date).
6. 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.
7. 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 and the Agent.
8. 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.
9. This Amendment shall become effective on the first date (the "Effective
Date") on which all of the following conditions have been satisfied:
(i) the Borrower shall have issued pursuant to a public offering its common
stock for at least $200 million of cash proceeds and shall have applied the net
cash proceeds of such issuance to the repayment of Acquisition Loans; and
(ii) each of the Borrower and the Required Banks shall have signed a copy
hereof (whether the same or different copies) and shall have delivered
(including by way of telecopier) the same to the Agent at its Notice Office;
10. At all times on and after the 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 after giving effect to this
Amendment.
* * *
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
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Title:
BANKERS TRUST COMPANY,
Individually and as Agent
By
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Title:
2
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY, Individually and as Co-Agent
By
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Title:
CORESTATES BANK NA,
Individually and as Co-Agent
By
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Title:
▇▇▇▇▇▇ FINANCIAL, INC.,
Individually and as Co-Agent
By
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Title:
NATIONSBANK, N.A.,
Individually and as Co-Agent
By
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Title:
▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL
PRIME RATE INCOME TRUST,
Individually and as Co-Agent
By
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Title:
FIRST UNION NATIONAL BANK OF
VIRGINIA, MARYLAND AND
WASHINGTON D.C.
By
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Title:
3
IBM CREDIT CORPORATION
By
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Title:
BHF-BANK AKTIENGESELLSCHAFT
By
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Title:
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:
▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇
▇▇▇▇▇▇
By
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Title:
THE BANK OF NEW YORK
By
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Title:
CITY NATIONAL BANK
By
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Title:
FIRST NATIONAL BANK OF
COMMERCE
By
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Title:
NATIONAL CITY BANK
By
-----------------------------------------
Title:
BANK OF AMERICA--ILLINOIS
By
-----------------------------------------
Title:
BANK OF BOSTON
By
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Title:
5
BANK POLSKA KASA OPIEKI, S.A.
By
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Title:
BANQUE WORMS CAPITAL
CORPORATION
By
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Title:
▇▇▇▇▇ ▇▇▇ COMMERCIAL BANK,
LTD., NEW YORK BRANCH
By
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Title:
▇▇▇▇▇ ▇▇▇▇ BANK, CO. LTD., NY
AGENCY
By
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Title:
FIRST NATIONAL BANK OF CHICAGO
By
-----------------------------------------
Title:
THE SANWA BANK, LIMITED,
NEW YORK BRANCH
By
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Title:
SUNTRUST BANK, CENTRALFLORIDA, N.A.
By
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Title:
6
