EXHIBIT 10.41
[TD COMMERCIAL BANKING LOGO]
Mississauga Centre CBC
00 Xxxxxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxx
X0X 0X0
Telephone No.: 000-000-0000
Fax No.: (000) 000-0000
March 25, 2002
DAISYTEK (CANADA) INC.
0-00 Xxxxxxxxxx Xxxxx
Xxxxxxx, XX X0X 0X0
CAN
Attn: Xxxx Xxxxxxx, Treasurer
Dear Sirs
The following amending agreement (the "Amending Agreement") amends the terms and
conditions of the credit facilities (the "Facilities") provided to the Borrower
as per the Agreement dated MARCH 15, 2001 and the subsequent Amending
Agreement(s) dated OCTOBER 12, 2001:
BORROWER DAISYTEK (CANADA) INC. (the "Borrower")
LENDER THE TORONTO-DOMINION BANK (the "Bank"), through its Mississauga
Commercial Banking Centre, in Mississauga, Ontario.
CREDIT LIMIT 1) Amounts outstanding under the Facility will at all
times be the lesser of:
i) CDN$20,000,000 [or its US$ Equivalent], AND
ii) the Borrowing Base as defined in Financial Covenants
item (a)
TERM 1) The earlier of March 20, 2004, or the expiration of
Daisytek, Inc.'s loan facility, presently December 19, 2003.
INTEREST RATES
AND FEES Advances shall bear interest and fees as follows:
1) 3 YEAR COMMITTED REVOLVING LOAN:
- Prime Based Loans: Prime Rate + .75% per annum
- USBR Loans: USBR + .75% per annum
- B/As: Stamping Fee at 225 bps per annum
ARRANGEMENT The Borrower will pay prior to any drawdown hereunder a
non-refundable arrangement
FEE fee of $25,000.00.
POSITIVE
COVENANTS So long as any amounts remain outstanding and unpaid
under this Agreement or so long as any commitment under
this Agreement remains in effect, the Borrower will and
will ensure that its subsidiaries and each of the
Guarantors will observe the Standard Positive Covenants
set out in Schedule "A" and in addition will provide:
i) Quarterly aged list of accounts receivable of the
borrower, within 60 days of period end.
FINANCIAL
COVENANTS The Borrower agrees at all times to:
a) Advances under both the Toronto-Dominion Bank and
the Bank of Nova Scotia facilities are not to
exceed the Borrowing Base which is defined as 80%
of good quality under 90 day accounts receivable,
net of intercompany accounts, plus 50% of the
inventory net of 0-30 day payables to a maximum of
$7,500,000. Payables due to Daisytek, Inc. and any
of its subsidiaries are not deducted from
inventory for calculation purposes.
b) Ratio of Current Assets to Current Liabilities is
to be maintained at 1.20:1 or higher at all times.
Current Liabilities to include amounts outstanding
under the 3 year Committed Facilities held by the
Toronto-Dominion Bank and the Bank of Nova Scotia.
c) Minimum Shareholder's Equity of $20MM is to be
maintained at all times
Shareholder's Equity is defined as the sum of
Share Capital, Earned and Contributed Surplus,
less Goodwill in excess of $1,900,000 or as
reduced by amortization.
SCHEDULE "A" -
STANDARD
TERMS AND CONDITIONS Schedule "A" sets out the Standard Terms and Conditions
("Standard Terms and Conditions") which apply to these
credit facilities. The Standard Terms and Conditions,
including the defined terms set out therein, form part
of this Agreement, unless this letter states
specifically that one or more of the Standard Terms and
Conditions do not apply or are modified.
AMENDMENTS TO
SCHEDULE "A" -
TERMS AND CONDITIONS The following amendments to the Standard Terms and Conditions apply:
- Remove Clause "c" in Section 8 Standard Negative
Covenants.
- Add the following sentence "Subject to written
approval by the Borrower which will not be
unreasonably withheld" to the beginning of
Paragraph 2 Section 9 Environmental.
- Add the following sentence "The Bank agrees to
provide prior written notice of any such increased
costs" at the end of Section 15 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.
Yours truly,
THE TORONTO-DOMINION BANK:
/S/ XXXX X. XXXXX /S/ XXXXX XXXXXX
------------------------- ---------------- ------------------- ----------------
Xxxx X. Xxxxx Signing Xxxxx Xxxxxx Signing
Relationship Manager No. Vice President No.
TO THE TORONTO-DOMINION BANK:
DAISYTEK (CANADA) INC. xxxxxx accepts the foregoing offer
this 2 day of April, 2002.
/S/ XXXX XXXXXXX /S/ XXX XXXXXX
------------------------------- ------------------------------------
Signature Signature
Xxxx Xxxxxxx - Treasurer Director of Treasury Xxx Xxxxxx
------------------------------- ------------------------------------
Print Name & Position Print Name & Position
