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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange act of 1934
Date of Report (Date of earliest event report): January 29, 1999
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CORPORATE EXPRESS, INC.
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(Exact name of registrant as specified in its charter)
Colorado 0-24642 84-0978360
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1 Environmental Way
Broomfield, CO 80021
(Address of principal executive offices)
Registrant's telephone number, including area code: (303) 664-2000
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Item 5 Other Events
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On January 29, 1999, the Registrant amended its Senior Secured Credit
Facility dated April 17, 1998, to clarify that the restructuring charges
expected to be incurred in the Registrant's fourth quarter ended January 30,
1999 will be excluded from covenant computations, and permits the Registrant to
dispose of certain non-core business units, subject to applying net proceeds to
repay term loans under the facility or to reduce lender commitments.
Item 7 Exhibits
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Exhibit 99.1 Second Amendment to Credit Agreement dated as of January
29, 1999.
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SECOND AMENDMENT
TO CREDIT AGREEMENT
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SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
January 29, 1999, among CORPORATE EXPRESS, INC., a Colorado corporation (the
"Parent"), CEX HOLDINGS, INC., a Colorado corporation (the "Borrower"), the
Banks from time to time party to the Credit Agreement referred to below, THE
FIRST NATIONAL BANK OF CHICAGO, as Syndication Agent (in such capacity, the
"Syndication Agent"), THE BANK OF NEW YORK and DLJ CAPITAL FUNDING, INC., as Co-
Documentation Agents (in such capacities, each a "Co-Documentation Agent" and,
collectively, the "Co-Documentation Agents") and BANKERS TRUST COMPANY, as
Administrative Agent (in such capacity, the "Administrative Agent", and together
with the Syndication Agent and the Co-Documentation Agents, the "Agents"). 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 :
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WHEREAS, the Parent, the Borrower, the Banks and the Agents are parties to
a Credit Agreement, dated as of April 17, 1998 (as amended, modified or
supplemented to the date hereof, the "Credit Agreement"); and
WHEREAS, the parties hereto wish to amend the Credit Agreement as herein
provided;
NOW, THEREFORE, it is agreed:
I. Amendments to Credit Agreement.
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1. Section 3.03(d) of the Credit Agreement is hereby amended by
deleting the reference therein to "Section 4.02(c), (d) or (f)" and inserting in
lieu thereof a reference to "Section 4.02(c), (d), (f) or (i)".
2. Section 4.02 of the Credit Agreement is hereby amended by (x) in
clause (d) thereof, (i) inserting immediately after the first reference therein
to "Asset Sale" the following new parenthetical: "(including without limitation
the Identified Division Sale and the Pre-Approved Division Sales)", (ii)
inserting immediately after the first reference to "Asset Sale" set forth in the
first proviso thereto the following new parenthetical: "(other than Net Sale
Proceeds of Pre-Approved Division Sales)" and (iii) deleting the reference
therein to "Assets Sale" and inserting in lieu thereof a reference to "Asset
Sale", (y) in clause (g) thereof, deleting the reference therein to "Section
4.02(c), (d) or (f)" and inserting in lieu thereof a reference to "Section
4.02(c), (d), (f) or (i)" and (z) inserting in appropriate order the following
new clause (i):
"(i) In addition to any other mandatory repayments pursuant to this
Section 4.02, on each date after the Initial Borrowing Date upon which the
Parent or any of its Subsidiaries receives any cash proceeds from any sale
or issuance of Qualified Preferred Stock, which is not Special Qualified
Preferred Stock, of the Parent (or options, warrants or other rights to
purchase same) an amount equal to 35% of the cash proceeds (net of
underwriting discounts and commissions and other costs associated therewith
including, without limitation, legal fees and expenses) of the respective
sale or issuance of such Qualified Preferred Stock (or options, warrants or
other rights to purchase same) shall be applied as a mandatory repayment of
principal of outstanding Term Loans in accordance with the requirements of
Sections 4.02(g)."
3. Section 8.01 of the Credit Agreement is hereby amended (x) in
clause (f) thereof, by inserting immediately after the reference therein to
"Section 4.02(c) through (f)," a reference to "4.02(i)," and (y) in clause (m)
thereof, deleting the reference therein to "Section 3.03(e) or 4.02(c) through
(f), inclusive," and inserting in lieu thereof a reference to "Section 3.03(e),
4.02(c) through (f), inclusive, or 4.02(i)".
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4. Section 9.02 of the Credit Agreement is hereby amended by (i)
deleting clause (xvii) thereof in its entirety and inserting in lieu thereof the
following new clause (xvii):
"(xvii) the Identified Division Sale shall be permitted, provided
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that (w) same shall be for Fair Market Value, (x) at least 85% of the
aggregate consideration therefor shall be in the form of cash (for purposes
of this sub-clause (x), treating as cash consideration, any cash dividends
received by the Borrower substantially concurrently with the Identified
Division Sale from the division subject to the Identified Division Sale
from proceeds of financings or investments by third parties in such
division), (y) 100% of the Net Sale Proceeds thereof is applied to repay
Term Loans as provided in Section 4.02(d) and (z) there shall exist no
Default or Event of Default (both before and after giving effect thereto)
(it being understood and agreed that if the Identified Division Sale (or
subsequent sales effectuated pursuant to this parenthetical) involves a
sale or transfer of less than 100% of the Borrower's Equity Interests in
such division, the Borrower shall be permitted to sell the retained Equity
Interests in such division at any time thereafter subject to the
requirements set forth in preceding sub-clauses (w) through (z), inclusive,
and in the definition of `Identified Division Sale');"
(ii) in clause (xx) thereof, deleting the word "and" appearing at the end
thereof, (iii) in clause (xxi) thereof, deleting the period appearing at the end
thereof and inserting in lieu thereof "; and", (iv) inserting in appropriate
order the following new clause:
"(xxii) Pre-Approved Division Sales shall be permitted, provided
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that, with respect to each Pre-Approved Division Sale, (v) same shall be
for Fair Market Value, (w) the aggregate consideration paid (or payable) in
connection with all Pre-Approved Division Sales theretofore effected
pursuant to this clause (xxii) (and including such Pre-Approved Division
Sale) shall consist of at least 75% cash consideration (for purposes of
this sub-clause (w), treating (1) any retained Equity Interests that the
Borrower or any of its Subsidiaries may hold in the Persons subject to Pre-
Approved Division Sales (after giving effect thereto) as non-cash
consideration and (2) any principal payments made on any non-cash
consideration, after the receipt thereof by the Borrower or its
Subsidiaries, as cash consideration), (x) 100% of the Net Sale Proceeds
thereof is applied to repay Term Loans as provided in Section 4.02(d), (y)
there shall exist no Default or Event of Default (both before and after
giving effect thereto) and (z) the Administrative Agent shall have received
an officers' certificate of the chairman of the board, the president, any
vice president or the treasurer of the Borrower certifying that none of the
Persons or assets subject to such Pre-Approved Division Sale (taken
individually or in the aggregate), at the time of such Pre-Approved
Division Sale, constitutes a portion of the Borrower's core North American
office products business and that such Pre-Approved Division Sale is being
effectuated in compliance with the requirements set forth in this Section
9.02(xxii) and in the definition of `Pre-Approved Division Sales'." and
(v) in the penultimate sentence thereof, deleting clause (y) thereof and
inserting in lieu thereof the following new clause (y):
"(y) sell any Equity Interests in any other Subsidiary of the Parent
unless, in the case of this clause (y), the respective sale or disposition
(i) meets the requirements of one or more of the clauses of Section 9.02
set forth above and (ii) is (A) the Identified Division Sale, (B) a Pre-
Approved Division Sale or (C) a sale of all Equity Interests in the
respective Subsidiary owned by the Parent and its Subsidiaries".
5. Section 9.03 of the Credit Agreement is hereby amended by (i) in
clause (xii) thereof, deleting the word "and" appearing at the end thereof, (ii)
in clause (xiii) thereof, deleting the period appearing at the end thereof and
inserting in lieu thereof a semi-colon and (iii) inserting in appropriate order
the following new clause:
"(xiv) so long as no Default or Event of Default then exists or would
exist immediately after giving effect thereto, the Parent may purchase
shares of its outstanding common stock (which purchases shall not be
included in determining the amount of Stock Repurchases made in accordance
with the definition thereof contained herein and which purchases shall be
in addition to those permitted pursuant to
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preceding clauses (ix), (x) and (xi)) and shares of its outstanding
Qualified Preferred Stock with any Permitted Equity Issuance Proceeds, so
long as the respective purchases are made within 60 days after the Parent's
receipt of such Permitted Equity Issuance Proceeds, and to the extent such
Permitted Equity Issuance Proceeds are not used for other purposes
(including without limitation the purchase, redemption or repayment of any
Existing Senior Subordinated Notes, Existing Convertible Notes, Permitted
Subordinated Notes or Refinancing Convertible Notes) other than temporary
repayments of outstanding Revolving Loans."
6. Section 9.05 of the Credit Agreement is hereby amended by (i) in
clause (xv) thereof, deleting the word "and" appearing at the end thereof, (ii)
in clause (xvi) thereof, deleting the period appearing at the end thereof and
inserting in lieu thereof a semi-colon and (iii) inserting in appropriate order
the following new clause:
"(xvii) the Parent and its Subsidiaries may hold their interests in
any Person which ceases to be a Subsidiary pursuant to the Identified
Division Sale (or any subsequent sales effectuated pursuant to Section
9.02(xvii)) or any Pre-Approved Division Sale, provided that neither the
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Parent nor any Subsidiary may make additional Investments in any such
Person under this clause (xvii) at any time after the Identified Division
Sale (or the respective subsequent sale) or the respective Pre-Approved
Division Sale, as the case may be."
7. Section 9.12(iv) of the Credit Agreement is hereby amended by (i)
deleting the word "and" appearing at the end of clause (x)(1) of the proviso
thereto and inserting in lieu thereof a comma, (ii) inserting at the end of
clause (x)(2) of the proviso thereto, the following new clause:
"and (3) with any Permitted Equity Issuance Proceeds (which are not used
for other purposes (including without limitation to repurchase common stock
or Qualified Preferred Stock of the Parent, or to redeem, repay or
repurchase Existing Convertible Notes, Permitted Subordinated Notes or
Refinancing Convertible Notes) other than temporary repayments of
outstanding Revolving Loans), so long as all Permitted Equity Issuance
Proceeds to be applied in accordance with this clause (3) are used by the
Parent within 60 days after its receipt thereof to redeem, repay or
repurchase (and if repurchased, same shall be cancelled) Existing Senior
Subordinated Notes pursuant to this clause (3) and no Default or Event of
Default then exists or would exist immediately after giving effect
thereto",
(iii) deleting the word "and" appearing at the end of clause (x) of the proviso
thereto and inserting in lieu thereof a comma, (iv) deleting the word "and"
appearing at the end of clause (y)(1) of the proviso thereto and inserting in
lieu thereof a comma, (v) inserting at the end of clause (y)(2) of the proviso
thereto, the following new clause:
"and (3) with any Permitted Equity Issuance Proceeds (which are not used
for other purposes (including without limitation to repurchase common stock
or Qualified Preferred Stock of the Parent, or to redeem, repay or
repurchase Existing Senior Subordinated Notes, Permitted Subordinated Notes
or Refinancing Convertible Notes) other than temporary repayments of
outstanding Revolving Loans), so long as all Permitted Equity Issuance
Proceeds to be applied in accordance with this clause (3) are used by the
Parent within 60 days after its receipt thereof to redeem, repay or
repurchase (and if repurchased, same shall be cancelled) Existing
Convertible Notes pursuant to this clause (3) and no Default or Event of
Default then exists or would exist immediately after giving effect thereto"
and
(vi) inserting immediately after the end of clause (y) of the proviso thereto
the following new clause (z):
"and (z) Permitted Subordinated Notes and Refinancing Convertible Notes may
be redeemed, repaid or repurchased (and if repurchased, same shall be
cancelled) with any Permitted Equity Issuance Proceeds (which are not used
for other purposes (including without limitation to repurchase common stock
or Qualified Preferred Stock of the Parent, or to redeem, repay or
repurchase Existing Senior Subordinated Notes or Existing Convertible
Notes) other than temporary repayments of outstanding Revolving Loans), so
long as all Permitted Equity Issuance Proceeds to be applied in accordance
with this clause (z) are used
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by the Parent within 60 days after its receipt thereof to redeem, repay or
repurchase (and if repurchased, same shall be cancelled) Permitted
Subordinated Notes or Refinancing Convertible Notes, as the case may be,
pursuant to this clause (z) and no Default or Event of Default then exists
or would exist immediately after giving effect thereto".
8. Section 9.14(b) of the Credit Agreement is hereby amended by (i)
deleting the word "and" appearing at the end of sub-clause (iii) of the first
sentence thereof and (ii) inserting immediately after sub-clause (iv) of the
first sentence thereof the following new clause:
"and (v) a Subsidiary (as determined immediately before the respective
issuance of Equity Interests) of the Borrower (so long as such Subsidiary
(and its Subsidiaries) do not constitute a portion of the Borrower's core
North American office products business) may issue Equity Interests to
third parties pursuant to a Pre-Approved Division Sale, provided that such
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Pre-Approved Division Sale is being effectuated in compliance with the
requirements set forth in Section 9.02(xxii) and in the definition of `Pre-
Approved Division Sale'".
9. Section 11.01 of the Credit Agreement is hereby amended by (i)
deleting in its entirety the definition of "Identified Division Sale" appearing
therein and (ii) inserting in appropriate alphabetical order the following new
definitions:
"'Identified Division Sale' shall mean any sale by the Borrower of the
division of the Borrower identified in writing to the Administrative Agent
and the Banks on or prior to the Effective Date (so long as such division
remains in substantially the form as same exists on the Effective Date).
Notwithstanding anything to the contrary contained above, the Identified
Division Sale may be effected pursuant to a transaction where the Borrower
and its Subsidiaries sell less than 100% of their Equity Interests in the
division referenced in the immediately preceding sentence; provided, that,
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in such event (i) immediately after giving effect to the first such sale,
the Borrower and its Subsidiaries shall have sold or disposed of, at Fair
Market Value and in accordance with the requirements of Section 9.02(xvii),
at least 75% of the Equity Interests owned by them in the division
referenced above (and such division shall no longer constitute a Subsidiary
after giving effect to such sale) and (ii) thereafter, the Borrower and its
Subsidiaries may from time to time dispose of their remaining Equity
Interests in the division referenced above, in each case at Fair Market
Value and in accordance with the requirements of Section 9.02(xvii). In
connection with the Identified Division Sale, retained Equity Interests,
i.e., Equity Interests which are not sold pursuant to the respective sale,
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shall not be treated as non-cash consideration received in the respective
sale, with the effect that the only non-cash consideration counted for
purposes of determining compliance with Section 9.02(xvii) shall be non-
cash consideration actually received in the respective sale.
`Permitted Equity Issuance Proceeds' shall mean, collectively, (1)
100% of the cash proceeds (net of underwriting discounts and commissions
and other costs associated therewith including, without limitation, legal
fees and expenses) of the sale or issuance after the Second Amendment
Effective Date of Special Qualified Preferred Stock of the Parent (or
options, warrants or other rights to purchase same), (2) 100% of the cash
proceeds (net of underwriting discounts and commissions and other costs
associated therewith including, without limitation, legal fees and
expenses) of the sale or issuance after the Second Amendment Effective Date
of non-redeemable common stock of the Parent (or options, warrants or other
rights to purchase same) and (3) 65% of the cash proceeds (net of
underwriting discounts and commissions and other costs associated therewith
including, without limitation, legal fees and expenses) of the sale or
issuance after the Second Amendment Effective Date of Qualified Preferred
Stock, which does not constitute Special Qualified Preferred Stock, of the
Parent (or options, warrants or other rights to purchase same).
'Pre-Approved Division Sales' shall mean any sale by the Borrower or
one or more of its Subsidiaries from time to time of (i) Equity Interests
in any one or more of the Borrower's divisions or business units (whether
operated as a division, a business unit, a Subsidiary of the Borrower or
otherwise), (ii) any portion of the assets (exclusive of Equity Interests
in any Person) thereof or (iii) any Equity
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Interests retained in connection with any prior Pre-Approved Division Sale,
in each case so long as the Person (and its Subsidiaries) in whom the
Equity Interests are sold, or the assets sold, do not constitute a portion
of the Borrower's core North America office products business as determined
in good faith by the Borrower's Board of Directors (or a duly constituted
committee thereof). Notwithstanding anything to the contrary contained
above, if any Pre-Approved Division Sale involves a sale or transfer of
Equity Interests in any Person, which comprise less than 100% of the Equity
Interests in such Person owned by the Borrower and its Subsidiaries, for
purposes of Section 9.02(xxii) there shall be deemed to have been a sale of
100% of the Equity Interests in such Person owned by the Borrower and its
Subsidiaries, with the aggregate consideration therefrom to equal the Fair
Market Value of the consideration actually received by the Borrower and its
Subsidiaries from the respective sale plus the Fair Market Value of the
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retained Equity Interests of the Borrower and its Subsidiaries in such
Person, with the Fair Market Value of such retained Equity Interests (as
well as any other non-cash consideration received as a result of the
respective sale) to be counted as non-cash consideration for purposes of
determining compliance with said Section 9.02(xxii). So long as the
requirements of the first sentence of this definition are satisfied, a Pre-
Approved Division Sale may also be effected by a Subsidiary (as determined
immediately before the respective issuance of Equity Interests) of the
Borrower (so long as such Subsidiary (and its Subsidiaries) do not
constitute a portion of the Borrower's core North American office products
business) directly issuing its Equity Interests to a third party, provided
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that in any such case it is understood and agreed that any such issuance of
Equity Interests to a third party shall be deemed for purposes of Section
9.02(xxii) to be a sale of assets by the Borrower for total consideration
equal to the aggregate amount received by such Subsidiary (as determined
immediately before the respective issuance of Equity Interests) from such
issuance of Equity Interests plus the Fair Market Value of the Equity
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Interests retained in such Person (which is or was a Subsidiary) by the
Borrower and its Subsidiaries, with the Fair Market Value of such retained
Equity Interests (as well as any other non-cash consideration received as a
result of the respective issuance of Equity Interests) to be counted as
non-cash consideration for purposes of determining compliance with said
Section 9.02(xxii).
`Second Amendment' shall mean the Second Amendment, dated as of
January 29, 1999, to this Agreement.
`Second Amendment Effective Date' shall have the meaning provided such
term in the Second Amendment.
`Special Qualified Preferred Stock' shall mean any Qualified Preferred
Stock which, in addition to meeting the criteria for inclusion as Qualified
Preferred Stock in accordance with the definition thereof contained herein,
constitute a perpetual preferred stock (i.e., at no time whatsoever shall
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there be any required redemptions, repurchases or sinking fund obligations
with respect thereto) which at no time requires that any dividends be paid
thereon in cash (except for requirements that dividends in cash be paid
thereon prior to the payment of dividends in cash on common stock or
Special Qualified Preferred Stock ranking junior to such Special Qualified
Preferred Stock or that dividends thereon be paid on a pro rata basis with
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Special Qualified Preferred Stock ranking pari passu with such Special
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Qualified Preferred Stock)."
10. The definition of "Applicable Commitment Commission Percentage"
and "Applicable Margin" appearing in Section 11.01 of the Credit Agreement is
hereby amended by inserting at the end of the last sentence thereof the
following:
"and, if the applicable pricing level would otherwise be less than Level 6
for any period occurring on or after the Second Amendment Effective Date
and prior to the date which is the first Start Date after the Parent's
fiscal year ended nearest January 31, 1999, Level 6 pricing shall apply for
such period".
11. The definition of "Asset Sale" appearing in Section 11.01 of the
Credit Agreement is hereby amended by adding immediately after the phrase "own
capital stock) of the Parent or such Subsidiary" the
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phrase ", the Identified Division Sale, any Pre-Approved Division Sales, and any
other issuance of Equity Interests by any Subsidiary of the Borrower to any
Person other than the Borrower or another Subsidiary thereof,".
12. The definition of "Consolidated EBITDA" appearing in Section
11.01 of the Credit Agreement is hereby amended by deleting the second sentence
thereof in its entirety and inserting in lieu thereof the following new
sentences:
"Such calculation shall exclude, without duplication, the effect on such
Consolidated Net Income of (i) non-cash extraordinary or non-cash non-
recurring gains, losses or charges occurring during such period, (ii) non-
recurring charges related to assimilation of Persons acquired, and the
expenses of, Permitted Acquisitions, including expenses incurred in
connection with the retirement of Indebtedness of Persons so acquired,
(iii) the write-off of debt financing fees associated with terminated
credit facilities, (iv) any non-cash pre-acquisition write-offs or similar
non-cash charges incurred by a Person acquired pursuant to a Permitted
Acquisition that as the result of a pooling of interest are included in the
Parent's consolidated financial statements for the period, (v) any non-cash
write-offs or similar non-cash charges which are recorded following a
Permitted Acquisition in the Borrower's consolidated financial statements
with respect to an acquired Person's assets to the extent such amounts were
accounted for in the first twelve months following the date such
acquisition was consummated and (vi) restructuring charges not to exceed
$75,000,000 (or, in the event that Corporate Express Delivery Systems, Inc.
is at any time designated as `discontinued operations', $60,000,000), of
which no more than $50,000,000 (or, in the event that Corporate Express
Delivery Systems, Inc. is at any time designated as `discontinued
operations', $40,000,000) shall be in the form of cash, incurred during the
Parent's fiscal year ended closest to January 31, 1999 in connection with
the restructuring plan approved by the Parent's Board of Directors prior to
the Second Amendment Effective Date; it being expressly understood and
agreed, however, that, notwithstanding anything to the contrary set forth
in this definition or in the definition of Consolidated Net Income, if any
restructuring charges are taken or incurred by the Parent and its
Consolidated Subsidiaries other than those described in preceding clause
(vi), same shall reduce Consolidated EBITDA, provided that such reductions
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to Consolidated EBITDA shall be made at the times, and to the extent, that
cash amounts are paid in respect thereof (whether such cash amounts reduce
reserves previously established, reduce Consolidated Net Income or
otherwise)."
13. The definition of "Net Sale Proceeds" appearing in Section 11.01
of the Credit Agreement is hereby amended by deleting the phrase "sale of
assets" in each place it appears therein and by inserting in lieu thereof the
phrase "Asset Sale".
14. Section 13.07(a) of the Credit Agreement is hereby amended by
adding the following new sentence immediately at the end thereof:
"Notwithstanding anything to the contrary set forth above or elsewhere in
this Agreement, if at any time the Borrower designates Corporate Express
Delivery Systems, Inc. as constituting `discontinued operations', then, for
so long as Corporate Express Delivery Systems, Inc. remains a Wholly-Owned
Subsidiary of the Borrower, the income (or loss), interest expense and
fixed charges (calculated on the basis set forth in this Agreement but
adjusted to exclude the effect thereon of any one-time restructuring
charges and other costs associated with Corporate Express Delivery Systems,
Inc. becoming `discontinued operations') of Corporate Express Delivery
Systems, Inc. and its Consolidated Subsidiaries shall be included in all
determinations of compliance with Sections 4, 9 and the Leverage Ratio (and
all other financial terms) on the same basis as if Corporate Express
Delivery Systems, Inc. had not been so designated as `discontinued
operations'; provided that, at such time as Corporate Express Delivery
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Systems, Inc. ceases to be a Wholly-Owned Subsidiary of the Borrower, the
determinations with respect to periods subsequent to such cessation shall
be made in accordance with Agreement Accounting Principles."
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II. Miscellaneous.
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1. In order to induce the Banks to enter into this Amendment, (i)
each of the Parent and the Borrower hereby represents and warrants that (x) all
representations and warranties contained in Section 7 of the Credit Agreement
are true and correct in all material respects on and as of the Second Amendment
Effective Date and after giving effect to the Amendment (unless such
representations and warranties relate to a specific earlier date, in which case
such representations and warranties shall be true and correct as of such earlier
date) and (y) there exists no Default or Event of Default on the Second
Amendment Effective Date after giving effect to this Amendment and (ii) the
Borrower hereby agrees to pay to the Administrative Agent for the account of
each Bank (including BTCo) which executes and delivers (including, without
limitation, by usage of facsimile transmission) to the Administrative Agent a
counterpart of this Amendment on or prior to the later to occur of 5:00 P.M.
(New York time) on January 29, 1999 and the Second Amendment Effective Date a
non-refundable fee in the amount equal to 0.125% of the sum of the (A)
Commitment of such Bank and (B) outstanding Term Loans owing to such Bank, in
each case as same is in effect on the Second Amendment Effective Date, which fee
shall be payable on the first Business Day after the Second Amendment Effective
Date, provided, however, that such fee shall not be payable if the Second
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Amendment Effective Date does not occur. Payment of the fee described in clause
(ii) of the immediately preceding sentence shall not be subject to counterclaim
or set-off for, or be otherwise affected by, any claim or dispute relating to
any other matter.
2. 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.
3. 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 Administrative Agent.
4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF
THE STATE OF NEW YORK.
5. This Amendment shall become effective on the date (the "Second
Amendment Effective Date") when each Credit Party (i.e., the Parent, the
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Borrower and each Subsidiary Guarantor) and the Required Banks shall have signed
a counterpart hereof (whether the same or different counterparts) and shall have
delivered (including, without limitation, by usage of facsimile transmission)
the same to the Administrative Agent at its Notice Office. This Amendment and
the agreements contained herein shall be binding on the successors and assigns
of the parties hereto.
6. 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 the Credit Agreement as amended hereby.
* * *
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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.
CORPORATE EXPRESS, INC.
By:_________________________________
Name:
Title:
CEX HOLDINGS, INC.
By:_________________________________
Name:
Title:
BANKERS TRUST COMPANY,
Individually and as Administrative Agent
By:_________________________________
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO,
Individually and as Syndication Agent
By:_________________________________
Name:
Title:
THE BANK OF NEW YORK,
Individually and as Co-Documentation Agent
By:_________________________________
Name:
Title:
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DLJ CAPITAL FUNDING, INC.
Individually and as Co-Documentation Agent
By:_________________________________
Name:
Title:
THE BANK OF NOVA SCOTIA
By:_________________________________
Name:
Title:
CITY NATIONAL BANK
By:_________________________________
Name:
Title:
COMERICA WEST INCORPORATED
By:_________________________________
Name:
Title:
BANK AUSTRIA CREDITANSTALT CORPORATE
FINANCE, INC.
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
<PAGE>
DRESDNER BANK AG, NEW YORK BRANCH AND
GRAND CAYMAN BRANCH
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
THE DAI-ICHI KANGYO BANK, LIMITED, LOS
ANGELES AGENCY
By:_________________________________
Name:
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as Investment Advisor
By:_________________________________
Name:
Title:
FLEET NATIONAL BANK
By:_________________________________
Name:
Title:
<PAGE>
THE FUJI BANK, LIMITED, LOS ANGELES AGENCY
By:_________________________________
Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION
By:_________________________________
Name:
Title:
BANK POLSKA KASA OPIEKI S.A.
By:_________________________________
Name:
Title:
HIBERNIA NATIONAL BANK
By:_________________________________
Name:
Title:
IMPERIAL BANK, A CALIFORNIA BANKING CORPORATION
By:_________________________________
Name:
Title:
<PAGE>
KEY BANK NATIONAL ASSOCIATION
By:_________________________________
Name:
Title:
THE MITSUBISHI TRUST AND BANKING CORPORATION
By:_________________________________
Name:
Title:
NATEXIS BANQUE BFCE
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
NATIONAL BANK OF CANADA
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
<PAGE>
PARIBAS
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
ROYAL BANK OF CANADA
By:_________________________________
Name:
Title:
SANWA BUSINESS CREDIT CORPORATION
By:_________________________________
Name:
Title:
TRANSAMERICA BUSINESS CREDIT CORPORATION
By:_________________________________
Name:
Title:
<PAGE>
UNION PLANTERS BANK, N.A.
By:_________________________________
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION
By:_________________________________
Name:
Title:
VAN KAMPEN SENIOR INCOME TRUST
By:_________________________________
Name:
Title:
VAN KAMPEN CLO II, LIMITED
By: Van Kampen Management Inc.,
as Collateral Manager
By:_________________________________
Name:
Title:
WACHOVIA BANK, N.A.
By:_________________________________
Name:
Title:
<PAGE>
ACKNOWLEDGED AND AGREED TO:
AIR COURIER DISPATCH OF NEW JERSEY, INC.
AMERICAN DELIVERY SYSTEM, INC.
ASAP SOFTWARE EXPRESS, INC.
CORPORATE EXPRESS CALLCENTER SERVICES, INC.
CORPORATE EXPRESS DELIVERY ADMINISTRATION, INC.
CORPORATE EXPRESS DELIVERY LEASING - EXPEDITED, INC.
CORPORATE EXPRESS DELIVERY LEASING - INTERMOUNTAIN, INC.
CORPORATE EXPRESS DELIVERY LEASING - MID-ATLANTIC, INC.
CORPORATE EXPRESS DELIVERY LEASING - MID-WEST, INC.
CORPORATE EXPRESS DELIVERY LEASING - NEW ENGLAND, INC.
CORPORATE EXPRESS DELIVERY LEASING - NORTHEAST, INC.
CORPORATE EXPRESS DELIVERY LEASING - SOUTHEAST, INC.
CORPORATE EXPRESS DELIVERY LEASING - SOUTHWEST, INC.
CORPORATE EXPRESS DELIVERY LEASING - WEST COAST, INC.
CORPORATE EXPRESS DELIVERY MANAGEMENT BUSINESS TRUST
CORPORATE EXPRESS DELIVERY SYSTEMS - AIR DIVISION, INC.
CORPORATE EXPRESS DELIVERY SYSTEMS - EXPEDITED, INC.
CORPORATE EXPRESS DELIVERY SYSTEMS - INTERMOUNTAIN, INC.
CORPORATE EXPRESS DELIVERY SYSTEMS - MID-ATLANTIC, INC.
CORPORATE EXPRESS DELIVERY SYSTEMS - MID-WEST, INC.
CORPORATE EXPRESS DELIVERY SYSTEMS - NEW ENGLAND, INC.
CORPORATE EXPRESS DELIVERY SYSTEMS - NORTHEAST, INC.
CORPORATE EXPRESS DELIVERY SYSTEMS - SOUTHEAST, INC.
CORPORATE EXPRESS DELIVERY SYSTEMS - SOUTHWEST, INC.
CORPORATE EXPRESS DELIVERY SYSTEMS - WEST COAST, INC.
CORPORATE EXPRESS DELIVERY SYSTEMS, INC.
CORPORATE EXPRESS DISTRIBUTION SERVICES, INC.
CORPORATE EXPRESS OF TEXAS, INC.
CORPORATE EXPRESS OFFICE PRODUCTS, INC. (f/k/a CORPORATE EXPRESS OF
THE EAST, INC.)
CORPORATE EXPRESS REAL ESTATE, INC.
By:_________________________________
Name:
Title:
<PAGE>
ACKNOWLEDGED AND AGREED TO:
CORPORATE EXPRESS DOCUMENT & PRINT MANAGEMENT, INC. (f/k/a DATA
DOCUMENTS, INC.)
DATA DOCUMENTS, INCORPORATED
DISTRIBUTION RESOURCES CO.
EPCO PACKAGING SERVICES, INC.
FEDERAL SALES SERVICE, INC.
HERMANN MARKETING, INC.
MICROMAGNETIC SYSTEMS, INC.
MIDNITE EXPRESS INTERNATIONAL COURIER, INC.
MOORE LABELS, INC.
NEW DELAWARE DELIVERY, INC.
RAC, INC.
RED ARROW CORPORATION
RED ARROW SPOTTING SERVICES, INC.
RED ARROW TRUCKING CO.
RED ARROW WAREHOUSING, CO.
RUSH TRUCKING, INC.
S&O PROPERTY, INC.
SOFCO, INC. (f/k/a SOFCO-MEAD, INC.)
SQP, INC.
SUNBELT COURIER, INC.
TRICOR AMERICA, INC.
VIRGINIA IMPRESSIONS PRODUCTS CO., INC.
By:_________________________________
Name:
Title:
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CORPORATE EXPRESS, INC.
(Registrant)
Date: February 12, 1999 /s/ Gary M. Jacobs
-----------------------
By: Gary M. Jacobs
Title: Chief Financial Officer and
Executive Vice President
