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$42	Preview Subscribers	2003	Asset Purchase Agreement Asset Purchase Agreement (48K) Doc #438436: Click preview link for longer preview. ASSET PURCHASE AGREEMENT BETWEEN DEXXON DIGITAL STORAGE, INC. AND DIGITAL STORAGE, INC. June 24, 2003 TABLE OF CONTENTS Page ARTICLE I ASSET PURCHASE AND SALE 1 ? 1.1. Asset Purchase 1 ? 1.2. Excluded Assets 2 ? 1.3. Liabilities . . . 438436	Daisytek Int'l Daisytek International Corp. ( Consumer ) ;	PC Connection, Inc. PC Connection, Inc. ( Catalog & Mail Order ) As referenced in this Asset Purchase Agreement: PC Connection, Inc – Excluded Assets): (a) all cash and cash equivalents of the Seller; (b) all assets of Daisytek (Canada), Inc., an Ontario corporation (DSI Canada); (c) accounts receivable of the Seller from PC Connection, Inc . and MCS International Limited; (d) any other assets of Seller which Buyer is prohibited from purchasing under applicable law; (e) all claims or causes in action against any person _____________ dt 1440764
$55	Preview Subscribers	2000	Asset Purchase Agreement Asset Purchase Agreement (136K) Doc #438938: Click preview link for longer preview. ASSET PURCHASE AGREEMENT dated as of May 3, 2000 (the "Agreement"), among BAP Acquisition Corp., a Delaware corporation ("Buyer"), B.A. Pargh Company, LLC, a Tennessee limited liability company ("Seller"), and the members of Seller listed on Annex I hereto (collectively, the "Members"). WITNESSETH: WHEREAS, Seller operates an office products wholesale distributor and reseller business in the Central and Eastern United States and Puerto Rico (the "Business"); WHEREAS, the Members own all of the issued and outstanding membership interests in the Seller and the Members listed on Annex II hereto (the "Officers") are actively engaged in the Business; WHEREAS, based upon the representations, covenants, agreements and warranties herein made by Seller and the Members, and subject to the terms and conditions contained in this Agreement, Buyer wishes to acquire the Business and all of Seller's assets, subject to certain liabilities, and to continue to operate the Business; WHEREAS, based upon the representations, covenants, agreements and warranties herein made by Buyer, and subject to the terms and conditions contained in this Agreement, Seller wishes to sell to Buyer the Business and all of Seller's assets, subject to certain liabilities, for the consideration set forth herein, including the assumption of such liabilities; WHEREAS, the Members, as owners of Seller, will benefit from the transactions contemplated hereby; and WHEREAS, Seller, the Members and Buyer wish to provide for the above-described acquisition and sale. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, Buyer, Seller and the Members hereby agree as follows: ARTICLE 1 DEFINITIONS 1.1 Defined Terms. As used herein, the terms below shall have the following meanings: "Action" means any claim, action, suit, arbitration, inquiry, proceeding or investigation, in each case, by or before any Governmental Authority. "Affiliate" of a Person means any other Person which, directly or indirectly, controls, is controlled by, or is under common control with, such Person. The term "control" (including, {PAGE} 2 with correlative meaning, the terms "controlled by" and "under common control with"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. "Ancillary Agreements" means the Employment Agreements, the Non-Compete Agreements, and all other agreements required hereunder to consummate the transactions contemplated hereby. "Code" means the Internal Revenue Code and Treasury Regulations thereunder. "Consents" means any and all Permits and any and all consents, approvals or waivers from third parties that are required for the consummation of the transactions contemplated by this Agreement. "Contracts" means all contracts, agreements, arrangements, understandings, licenses, leases, subleases and commitments of any kind. "Court Order" means any judgment, decision, consent decree, injunction, ruling or order of any foreign, federal, state or local court or governmental agency, department or authority that is binding on any Person or its property under applicable Law. "Default" means (a) a breach of or default under any Contract, (b) the occurrence of an event that with the passage of time or the giving of notice or both would constitute a breach of or default under any Contract or (c) the occurrence of an event that with or without the passage of time or the giving of notice or both would give rise to a right of termination, renegotiation or acceleration under any Contract. "Employment Agreements" means the Employment Agreements to be entered into by Buyer and the Officers, substantially in the form of Exhibit 1.1A hereof. "Encumbrance" means any claim, lien, pledge, option, charge, easement, security interest, deed of trust, mortgage, right-of-way, encroachment, building or use restriction, conditional sales agreement, encumbrance or other right of third parties, whether voluntarily incurred or arising by operation of law, and includes any agreement to give any of the foregoing in the future, and any contingent sale or other title retention agreement or lease in the nature thereof. "Financial Statements" means the balance sheet of Seller as of March 31, 2000 and the related statements of income of Seller for the one month and three months then ended, a copy of which is attached as Schedule 3.3A hereto. "GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within 2 {PAGE} 3 the accounting profession), or in such other statements by such entity as may be in general use by significant segments of the U.S. accounting profession, which are applicable to the facts and circumstances on the date of determination. "Governmental Authority" means any United States federal, state, local, possession or foreign governmental, regulatory or administrative authority, agency or commission, or any political subdivision thereof, or any court, tribunal or arbitral body. "HSR Act" means the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended. "Intellectual Property" means all trademarks, patents, copyrights, tradenames, Business identifiers, service marks, logos, domain names, URLs and all registrations and applications for registration thereof and all renewals or reissues thereof, and all intangible property which is proprietary to Seller or any Member and used or usable in the operation of the Business. "Knowledge" or "to the knowledge" or "to the best of the knowledge" of a party (or similar phrases) means to the extent of matters which are actually known by such party and, with respect to Seller, shall mean the actual knowledge of the Officers. "Liability" means any direct or indirect liability, indebtedness, obligation, commitment, expense, claim, deficiency, guaranty or endorsement of or by any Person of any type, whether accrued, absolute, contingent, matured, unmatured, liquidated, unliquidated, known or unknown. "March 31 Balance Sheet" means the balance sheet of Seller as of March 31, 2000 included in the Financial Statements. "Material Adverse Effect" or "Material Adverse Change" or a similar phrase means, with respect to any Person, any material adverse effect on or change with respect to (i) the business, operations, assets (taken as a whole), liabilities (taken as a whole), condition (financial or otherwise) or results of operations, of such Person, or (ii) the right or ability of such Person to consummate any of the transactions contemplated hereby. "Non-Compete Agreements" means the Non-Compete Agreements to be entered into by Buyer, Seller and each of the Officers substantially in the form of Exhibit 1.1B hereof. "Permitted Encumbrances" means (a) liens for Taxes or governmental charges or claims (i) not yet due and payable, or (ii) being contested in good faith, if a reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made therefor, (b) statutory liens of landlords, liens of carriers, warehouse persons, mechanics and material persons and other liens 438938	Daisytek Int'l Daisytek International Corp. ( Consumer )
$70	Preview Subscribers	2003	Asset Sale and Purchase Agreement Asset Sale and Purchase Agreement (153K) Doc #438396: Click preview link for longer preview. ASSET SALE AND PURCHASE AGREEMENT AMONG CAROLINA WHOLESALE OFFICE MACHINE COMPANY, INC., as Buyer, and ARLINGTON INDUSTRIES, INC., as Seller and DAISYTEK INTERNATIONAL CORPORATION (for the limited purposes set forth herein) Dated as of August 20, . . . 438396	Daisytek Int'l Daisytek International Corp. ( Consumer ) ; UPS United Parcel Service Inc. ( Trucking ) As referenced in this Asset Sale and Purchase Agreement: United Parcel Service, Inc – Technology, Inc. (software license). 7. Shaheen & Company (lease of Tucker, GA real property). 8. Sprint (telephone service). 9. The Manufacturers Life Insurance Co. (lease of Libertyville, Illinois real property). 10. United Parcel Service, Inc . (shipping services agreement). DS-1 {PAGE} Disclosure Schedule, Section 2.3(n) ----------------------------------- Other Excluded Assets None. D-2 {PAGE} Disclosure Schedule, Section 3.5(a)(ii) --------------------------------------- Cure Amounts [to _____________ dt 1366330 ;	BofA Bank of America, NA ( Money Center Banks ) As referenced in this Asset Sale and Purchase Agreement: Bank of America, Na – a)(ii) --------------------------------------- Cure Amounts [to be delivered by Seller two days prior to Closing] D-3 {PAGE} Disclosure Schedule, Section 5.1(b) ----------------------------------- Seller's Required Consents The consent of Bank of America, Na tional Association, pursuant to the Credit Agreement, dated April 24, 2002, as amended, among Daisytek International Corporation, a Delaware corporation, Bank of America, National Association, and other lenders that from _____________ Bank of America, Na – Seller's Required Consents The consent of Bank of America, National Association, pursuant to the Credit Agreement, dated April 24, 2002, as amended, among Daisytek International Corporation, a Delaware corporation, Bank of America, Na tional Association, and other lenders that from time to time may be parties thereto. D-4 {PAGE} Disclosure Schedule, Section 5.1(c) ----------------------------------- Seller's Conflicts, Defaults and Liens None. _____________ dt 1558216 ; Vinson & Elkins Vinson & Elkins ( Legal ) As referenced in this Asset Sale and Purchase Agreement: Vinson & Elkins – first Business Day after the satisfaction of Sections 8.3 and 9.3, or such other date as the parties may mutually agree upon in writing, at the office of Vinson & Elkins LLP, 2001 Ross Avenue, Suite 3700, Dallas, Texas 75201. Subject to the provisions of Section 10 of this Agreement, failure to consummate the purchase and sale provided for in this _____________ Vinson & Elkins – to Seller: Arlington Industries, Inc. c/o Daisytek International Corporation 1025 Central Expressway South Suite 200 Allen, Texas 75013 Attention: Dale Booth Fax: (972) 424-4604 with a copy to: Vinson & Elkins L.L.P. 2001 Ross Avenue Suite 3700 Dallas, Texas 75201 Attention: Paul E. Heath Facsimile: (214) 999-7976 or to such other addresses as either party may provide to _____________ Vinson & Elkins – Fax: (704) 444-2060 If to Seller: Daisytek International Corporation 1025 Central Expressway South Suite 200 Allen, Texas 75013 Attention: Dale Booth Fax: (972) 424-4604 with a copy to: Vinson & Elkins L.L.P. 2001 Ross Avenue Suite 3700 Dallas, Texas 75201 Attention: Paul E. Heath Facsimile: (214) 999-7976 B-8 {PAGE} if to the Escrow Agent, to: Wells Fargo _____________ dt 1364812
$65	Preview Subscribers	2003	Asset Sale and Purchase Agreement Asset Sale and Purchase Agreement (131K) Doc #438397: Click preview link for longer preview. ASSET SALE AND PURCHASE AGREEMENT AMONG DISCOUNT MEDIA PRODUCTS, LLC, as Buyer, AND THE TAPE COMPANY as Seller Dated as of August 22, 2003 TABLE OF CONTENTS ----------------- SECTION 1. DEFINITIONS.......................................... . . . 438397	Daisytek Int'l Daisytek International Corp. ( Consumer ) ;	Vinson & Elkins Vinson & Elkins ( Legal ) As referenced in this Asset Sale and Purchase Agreement: Vinson & Elkins – Day after the satisfaction of the conditions set forth in Section 8.3, or such other date as the parties may mutually agree upon in writing, at the office of Vinson & Elkins L.L.P., 2001 Ross Avenue, Suite 3700, Dallas, Texas 75201. Subject to the provisions of Section 10 of this Agreement, failure to consummate the purchase and sale provided for _____________ Vinson & Elkins – to Seller: The Tape Company c/o Daisytek International Corporation 1025 Central Expressway South Suite 200 Allen, Texas 75013 Attention: Dale Booth Fax: (972) 424-4604 with a copy to: Vinson & Elkins L.L.P. 2001 Ross Avenue Suite 3700 Dallas, Texas 75201 25 {PAGE} Attention: Paul E. Heath Facsimile: (214) 999-7976 or to such other addresses as either party may _____________ Vinson & Elkins – to Seller: The Tape Company c/o Daisytek International Corporation 1025 Central Expressway South Suite 200 Allen, Texas 75013 Attention: Dale Booth Fax: (972) 424-4604 with a copy to: Vinson & Elkins L.L.P. 2001 Ross Avenue Suite 3700 Dallas, Texas 75201 Attention: Paul E. Heath Facsimile: (214) 999-7976 if to the Escrow Agent, to: Wells Fargo Bank Texas, N. _____________ dt 1364813
$87	Preview Subscribers	2002	Credit Agreement Credit Agreement (445K) Doc #438652: Click preview link for longer preview. CREDIT AGREEMENT Dated as of April 24, 2002 among THE FINANCIAL INSTITUTIONS NAMED HEREIN, as the Lenders, BANK OF AMERICA, NATIONAL ASSOCIATION, as the Agent, DAISYTEK INTERNATIONAL CORPORATION, as an Obligated Party, and DAISYTEK, INCORPORATED and CERTAIN OF ITS SUBSIDIARIES PARTY HERETO, as the Borrowers BANC OF AMERICA SECURITIES LLC Lead Arranger and Syndication Agent {PAGE} {TABLE} {CAPTION} TABLE OF CONTENTS {S} {C} ARTICLE 1 - LOANS AND LETTERS OF CREDIT........................................................................... 1 Section 1.1 Total Facility..................................................................... 1 Section 1.2 Revolving Loans.................................................................... 1 Section 1.3 Letters of Credit and Credit Support............................................... 5 Section 1.4 Bank Products...................................................................... 10 ARTICLE 2 - INTEREST AND FEES..................................................................................... 10 Section 2.1 Interest........................................................................... 10 Section 2.2 Continuation and Conversion Elections.............................................. 11 Section 2.3 Maximum Interest Rate.............................................................. 12 Section 2.4 Unused Line Fee.................................................................... 14 Section 2.5 Letter of Credit Fee............................................................... 14 Section 2.6 Collection Days Fee................................................................ 14 Section 2.7 Other Fees......................................................................... 15 ARTICLE 3 - PAYMENTS AND PREPAYMENTS.............................................................................. 15 Section 3.1 Revolving Loans.................................................................... 15 Section 3.2 Termination of Total Facility...................................................... 15 Section 3.3 Prepayment of the Revolving Loans.................................................. 16 Section 3.4 LIBOR Rate Revolving Loan Prepayments.............................................. 17 Section 3.5 Payments by the Borrowers.......................................................... 17 Section 3.6 Payments as Revolving Loans........................................................ 17 Section 3.7 Apportionment, Application, and Reversal of Payments............................... 18 Section 3.8 Indemnity for Returned Payments.................................................... 18 Section 3.9 The Agent's and the Lenders' Books and Records; Monthly Statements................. 19 ARTICLE 4 - TAXES, YIELD PROTECTION, AND ILLEGALITY............................................................... 19 Section 4.1 Taxes.............................................................................. 19 Section 4.2 Illegality......................................................................... 20 Section 4.3 Increased Costs and Reduction of Return............................................ 21 Section 4.4 Funding Losses..................................................................... 21 Section 4.5 Inability to Determine Rates....................................................... 22 Section 4.6 Certificates of the Agent.......................................................... 22 Section 4.7 Survival........................................................................... 22 ARTICLE 5 - BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES..................................................... 22 Section 5.1 Books and Records.................................................................. 22 Section 5.2 Financial Information.............................................................. 23 Section 5.3 Notices to the Lender.............................................................. 27 ARTICLE 6 - GENERAL WARRANTIES AND REPRESENTATIONS................................................................ 29 Section 6.1 Authorization, Validity, and Enforceability of this Agreement and the other Loan Documents; No Conflicts............................................. 29 Section 6.2 Validity and Priority of Security Interest......................................... 30 {/TABLE} i {PAGE} {TABLE} {S} {C} Section 6.3 Corporate Name; Prior Transactions................................................. 30 Section 6.4 Capitalization and Subsidiaries.................................................... 30 Section 6.5 Financial Statements and Projections............................................... 30 Section 6.6 Solvency........................................................................... 31 Section 6.7 Debt............................................................................... 31 Section 6.8 Distributions...................................................................... 31 Section 6.9 Real Estate; Leases................................................................ 31 Section 6.10 Proprietary Rights................................................................. 31 Section 6.11 Trade Names........................................................................ 32 Section 6.12 Litigation......................................................................... 32 Section 6.13 Labor Disputes..................................................................... 32 Section 6.14 Environmental Laws................................................................. 32 Section 6.15 No Violation of Law................................................................ 33 Section 6.16 No Default......................................................................... 34 Section 6.17 ERISA Compliance................................................................... 34 Section 6.18 Taxes.............................................................................. 35 Section 6.19 Regulated Entities................................................................. 35 Section 6.20 Use of Proceeds; Margin Regulations................................................ 35 Section 6.21 No Material Adverse Change......................................................... 35 Section 6.22 Full Disclosure.................................................................... 35 Section 6.23 Material Agreements................................................................ 35 Section 6.24 Bank Accounts...................................................................... 35 Section 6.25 Governmental Authorization......................................................... 36 438652	Daisytek Int'l Daisytek International Corp. ( Consumer ) ; PFSweb PFSweb, Inc. ( Business Services ) As referenced in this Credit Agreement: PFSweb Inc – to terminate a Multi-employer Plan; (16) immediately upon becoming aware of an event which would require Parent to pay any amount on any of its guarantees of certain of PFSweb Inc .'s operating lease obligations; (17) immediately upon commencement of any proceedings contesting any tax, fee, assessment, or other governmental charge in excess of $1,000,000; and (18) immediately _____________ PFSweb, Inc – 13, (b) Guaranties of Debt of Subsidiaries of the Parent, provided that all such Guaranties are unsecured, and (c) Guaranties existing as of the Closing Date of operating leases of PFSweb, Inc . Section 7.13 Debt. No Obligated Party shall incur or maintain any Debt, other than: (a) the Obligations; (b) the Debt described on Schedule 6.7; (c) Capital Leases _____________ dt 1483144 ; BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Credit Agreement: BANC OF AMERICA SECURITIES LLC – the Lenders, BANK OF AMERICA, NATIONAL ASSOCIATION, as the Agent, DAISYTEK INTERNATIONAL CORPORATION, as an Obligated Party, and DAISYTEK, INCORPORATED and CERTAIN OF ITS SUBSIDIARIES PARTY HERETO, as the Borrowers BANC OF AMERICA SECURITIES LLC Lead Arranger and Syndication Agent {PAGE} {TABLE} {CAPTION} TABLE OF CONTENTS {S} {C} ARTICLE 1 - LOANS AND LETTERS OF CREDIT........................................................................... 1 Section 1.1 Total Facility..................................................................... 1 Section 1. _____________ dt 1355367 ;	BofA Bank of America, NA ( Money Center Banks ) As referenced in this Credit Agreement: BANK OF AMERICA, NA – txt {DESCRIPTION}CREDIT AGREEMENT, DATED APRIL 24, 2002 {TEXT} {PAGE} EXHIBIT 10.27 CREDIT AGREEMENT Dated as of April 24, 2002 among THE FINANCIAL INSTITUTIONS NAMED HEREIN, as the Lenders, BANK OF AMERICA, NA TIONAL ASSOCIATION, as the Agent, DAISYTEK INTERNATIONAL CORPORATION, as an Obligated Party, and DAISYTEK, INCORPORATED and CERTAIN OF ITS SUBSIDIARIES PARTY HERETO, as the Borrowers BANC OF AMERICA SECURITIES LLC _____________ Bank of America, Na – from time to time parties hereto (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a "Lender" and collectively as the "Lenders"), Bank of America, Na tional Association, with an office at 901 Main Street, Sixth Floor, Dallas, Texas 75202, as administrative agent for the Lenders (in its capacity as administrative agent, the "Agent"), and Daisytek _____________ Bank of America, N.A. – Restated Credit Agreement, dated as of April 30, 2001, among Daisytek, Incorporated, the lenders party thereto, Bank One, Texas, NA, as administrative agent, Citizens Bank of Massachusetts, as syndication agent, Bank of America, N.A. , as documentation agent, and Bank One, Texas, NA, and Bank One, NA, as letter of credit issuers, and (b) for general working capital CREDIT AGREEMENT - Page 45 {PAGE} purposes ( _____________ Bank of America, Na – telecommunications device, when properly transmitted, in each case addressed to the party to be notified as follows: CREDIT AGREEMENT-Page 79 {PAGE} If to the Agent or to the Bank: Bank of America, Na tional Association 55 South Lake Avenue, Suite 900 Pasadena, California 91101 Attention: Business Credit: URGENT Telecopy No.: (626) 578-6143 If to any Obligated Party: c/o Daisytek, Incorporated 1025 _____________ BANK OF AMERICA, NA – B.A. PARGH COMPANY THE TAPE COMPANY TAPEBARGAINS.COM, INC. VIRTUAL DEMAND, INC. By: -------------------------------------- Ralph Mitchell Executive Vice President, Chief Financial Officer, and Treasurer CREDIT AGREEMENT-Page 88 {PAGE} AGENT: BANK OF AMERICA, NA TIONAL ASSOCIATION, as Agent By: -------------------------- Rosemary Davis Senior Vice President CREDIT AGREEMENT-Page 89 {PAGE} LENDERS: BANK OF AMERICA, NATIONAL ASSOCIATION By: --------------------------------- Rosemary Davis Senior Vice President Address for Notices: _____________ dt 1554411 ; BNY Bank of New York ( Money Center Banks ) As referenced in this Credit Agreement: Bank of New York – average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate _____________ dt 1584188 ; Bank One Bank One, NA ( Financial ) As referenced in this Credit Agreement: Bank One, NA – party thereto, Bank One, Texas, NA, as administrative agent, Citizens Bank of Massachusetts, as syndication agent, Bank of America, N.A., as documentation agent, and Bank One, Texas, NA, and Bank One, NA , as letter of credit issuers, and (b) for general working capital CREDIT AGREEMENT - Page 45 {PAGE} purposes (not otherwise prohibited by this Agreement) of the Borrowers in the ordinary _____________ Bank One, NA – Daisytek under their respective Guaranties of the indebtedness, liabilities, and obligations of Daisytek Australia Pty Limited under that certain agreement dated December 18, 2000 between Daisytek Australia Pty Limited and Bank One, NA providing for loans by Bank One, NA to Daisytek Australia Pty Limited, no Event of Default shall have occurred hereunder until the earlier to occur of the lender under _____________ Bank One, NA – indebtedness, liabilities, and obligations of Daisytek Australia Pty Limited under that certain agreement dated December 18, 2000 between Daisytek Australia Pty Limited and Bank One, NA providing for loans by Bank One, NA to Daisytek Australia Pty Limited, no Event of Default shall have occurred hereunder until the earlier to occur of the lender under such credit facility shall have initiated proceedings _____________ Bank One, NA – deductibles), and a stay of execution pending appeal or proceeding for review is in effect; and (i) Liens on cash deposits, not in excess of $30,000, in favor of Bank One, NA as security for letters of credit issued by Bank One, NA which are outstanding as of the Closing Date; provided that (i) none of such Liens listed in clause ( _____________ Bank One, NA – review is in effect; and (i) Liens on cash deposits, not in excess of $30,000, in favor of Bank One, NA as security for letters of credit issued by Bank One, NA which are outstanding as of the Closing Date; provided that (i) none of such Liens listed in clause (b) through clause (h) preceding may attach to any Accounts, (ii) _____________ dt 1374089
$72	Preview Subscribers	2001	Credit Agreement Credit Agreement (251K) Doc #438871: Click preview link for longer preview. CREDIT AGREEMENT This Agreement, dated as of December 18, 2000, is among Daisytek, Incorporated, a Delaware corporation, Daisytek International Corporation, a Delaware corporation, the Lenders as defined herein, Citizens Bank of Massachusetts, as Syndication Agent, Bank of America, N.A., as Documentation Agent, Bank One, NA, as an LC Issuer and Bank One, Texas, NA, a national banking association having its principal office in Chicago, Illinois, as an LC Issuer and as Administrative Agent. The parties hereto agree as follows: . . . 438871	Daisytek Int'l Daisytek International Corp. ( Consumer ) ; PFSweb PFSweb, Inc. ( Business Services ) As referenced in this Credit Agreement: PFSweb, Inc – 31, 2001, actual non-recurring charges, not to exceed $1,500,000 in the aggregate, related to the physical separation of assets and related activities resulting from the spinoff of PFSweb, Inc . and actual non-recurring, non-cash charges, not to exceed $500,000 in the aggregate, incurred as a result of the proposed restructure of the Tape Company line of _____________ PFSweb, Inc – Documents. -41- {PAGE} 42 5.4. Financial Statements. (a) The Borrower has delivered to the Lenders an unaudited historical financial presentation of the Borrower's principal lines of business, excluding PFSweb, Inc ., for the first fiscal quarter of 2001 and 2000. This information is supplemental and is not intended to be presented in accordance with generally accepted accounting principles. The presentation _____________ PFSweb, Inc – in accordance with generally accepted accounting principles. The presentation takes into account certain one-time costs of reorganization activities as a result of the planned separation of the Borrower and PFSweb, Inc ., which the Borrower believes are incremental to normal operations. This presentation also included the estimated impact of the transaction management services agreement between the Borrower and PFSweb, Inc. for _____________ PFSweb, Inc – Borrower and PFSweb, Inc., which the Borrower believes are incremental to normal operations. This presentation also included the estimated impact of the transaction management services agreement between the Borrower and PFSweb, Inc . for all periods presented. The presentation excludes acquisition related costs and minority interest and was based on available information and certain assumptions. The Borrower believes that such assumptions provide _____________ PFSweb, Inc – related costs and minority interest and was based on available information and certain assumptions. The Borrower believes that such assumptions provide a reasonable basis for presenting such historical results, excluding PFSweb, Inc . and adjusting for such transactions. This financial information does not reflect what the Borrower's or any Loan Parties' results of operations may be in the future. (b) The _____________ dt 1483145 ; BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Credit Agreement: Banc of America Securities LLC – which is applicable at such time with respect to Advances of such Type as set forth in the Pricing Schedule. "Arrangers" means Banc One Capital Markets, Inc., a Delaware corporation, Banc of America Securities LLC , a Delaware limited liability company, their successors, in their capacities as Co-Lead Arrangers and Co-Book Runners. "Article" means an article of this Agreement unless another document is _____________ Banc of America Securities LLC – Application. (xi) A properly completed Borrowing Base Certificate. (xii) The Administrative Agent shall have received all fees due and payable under the Fee Letter or Section 2.5 hereof and Banc of America Securities LLC has received its fee as Co-Lead Arranger set forth in its separate fee letter to the Borrower. (xiii) The pro-forma financial statements for the period ended September _____________ dt 1355368 ;	Banc One Capital Banc One Capital Markets, Inc. ( Financial ) As referenced in this Credit Agreement: Banc One Capital Markets, Inc – at any time, the percentage rate per annum which is applicable at such time with respect to Advances of such Type as set forth in the Pricing Schedule. "Arrangers" means Banc One Capital Markets, Inc ., a Delaware corporation, Banc of America Securities LLC, a Delaware limited liability company, their successors, in their capacities as Co-Lead Arrangers and Co-Book Runners. "Article" means an _____________ dt 1394782 ; BofA Bank of America, NA ( Money Center Banks ) As referenced in this Credit Agreement: Bank of America, N.A. – as of December 18, 2000, is among Daisytek, Incorporated, a Delaware corporation, Daisytek International Corporation, a Delaware corporation, the Lenders as defined herein, Citizens Bank of Massachusetts, as Syndication Agent, Bank of America, N.A. , as Documentation Agent, Bank One, NA, as an LC Issuer and Bank One, Texas, NA, a national banking association having its principal office in Chicago, Illinois, as an LC _____________ BANK OF AMERICA, N.A. – Katherine McCoy Turner Title: Director 1717 Main Street-3rd Floor Dallas, Texas 75201 Attention: Katherine M. Turner Telephone: (214) 290-4438 FAX: (214) 290-2765 {PAGE} 74 $25,000,000 BANK OF AMERICA, N.A. , as a Lender and as Documentation Agent By: /s/ Curtis L. Anderson -------------------------------------------- Name: Curtis L. Anderson Title: Senior Vice President 901 Main Street, 7th Floor Dallas, TX 75202 Attention: _____________ dt 1554412 ; More...
$34	Preview Subscribers	2001	Demand Note Agreement Demand Note Agreement (8K) Doc #438870: Click preview link for longer preview. DEMAND NOTE AGREEMENT (Fixed or Floating Rate, Canadian or U.S. Dollars) DATE: December 14, 2000 In consideration of BANK ONE CANADA (the "Bank") providing the Borrower with a DEMAND LOAN FACILITY (the "Loan Facility") in the principal amount of up to CANADIAN FIVE MILLION DOLLARS (CAD $5,000,000) in lawful currency of CANADA (or its equivalent in other currencies approved by the Bank), the Borrower agrees (and each of them, if more than one, jointly and severally agrees) with the Bank as follows: 1. The Borrower promises to pay to the Bank on demand in accordance with the terms and conditions required by the Bank from time to time at our office all amounts outstanding under the Loan Facility, including principal, which is the aggregate of all advances made, together with interest thereon at the rate of: NYL per annum above the rates announced from time to time by the Bank as its "Canadian Prime Rate" in the case of Canadian Dollar advances or is "U.S. Prime Rate" in the case of U.S. Dollar advances (the "Note Rate") and at the rate of 3.00% per annum above the Note Rate after maturity, whether by acceleration or otherwise; or such rate or rates as may be agreed to or confirmed in writing by the Bank from time to time. Interest shall be calculated monthly in arrears, both before and after maturity, default and judgement, on the daily balance outstanding based on the actual number of days clasped, divided by 365, in the case of a Canadian Dollar advances, or by 360, in the case of a U.S. Dollar advances, with interest on overdue interest at the same rate as on the principal, and shall be payable on the last day of each month. Any change in the Canadian Prime Rate or U.S. Prime Rate will be effective on the date such change is established without notice by the Bank to the Borrower. On the date hereof, Canadian Prime Rate is 7.500% per annum and U.S. Prime Rate is 9.500% per annum. 2. The Borrower authorizes the Bank, but the Bank is not obliged, from time to time to debit the account or accounts maintained by the Borrower with the Bank from time to time (collectively, the "Account") with the amount of interest accrued and unpaid by the Borrower and any other fees or charges of any kind. 3. Provided that the Bank has not demanded payment of any amount outstanding under the Loan Facility, or has not terminated this agreement, the Borrower may borrow, repay and reborrow up to the amount available under the Loan Facility at any time and from time to time in the following manner: 438870	Daisytek Int'l Daisytek International Corp. ( Consumer )
$37	Preview Subscribers	2001	Director and Officer Loan Plan Director and Officer Loan Plan (10K) Doc #438837: Click preview link for longer preview. DAISYTEK INTERNATIONAL CORPORATION DIRECTOR AND OFFICER LOAN PLAN Dated November 9, 2000 Daisytek International Corporation, a Delaware corporation (the "COMPANY"), hereby adopts the following loan plan (the "PLAN") for non-employee directors and executive officers of the Company ("PARTICIPANTS"): 1. Objective. The objective of the Plan is to provide additional incentive to Participants by granting loans ("LOANS") to such persons, the proceeds of which are to be used by such persons for the sole purpose of purchasing Common Stock of the Company ("COMMON STOCK") in the open market. The acquisition of Common Stock with Loans is intended to (i) provide an increased incentive for Participants to exert their best efforts on behalf of the Company, (ii) strengthen the ability of the Company to recruit and retain those persons possessing outstanding competence and the ability to contribute significantly to the Company's success, (iii) award those Participants who have made significant contributions to the Company in the past and (iv) further identify the interests of such Participants with those of the Company and its stockholders by increasing the desire of such officers to maximize the value of the Company. 2. Definitions. 2.1 "ACCEPTANCE DATE" means the date when a Participant accepts the offer by the Company to loan the Participant the purchase price to acquire Shares in the open market. 2.2 "APPLICABLE INTEREST RATE" means the Cost of Funds plus one percent. 2.3 "BOARD" means the Board of Directors of the Company provided that if any action taken by the Board relates to a Participant who is a director of the Company, the majority of the directors approving such action shall be disinterested directors. 2.4 "COMMITTEE" means the Compensation Committee of the Board. 2.5 "COMMON STOCK" means shares of Common Stock of the Company. 2.6 "COST OF FUNDS" means the Floating Rate (as defined in the Company's Credit Agreement with Bank One, Texas, NA, and certain other lenders dated December 18, 2000) as of the Acceptance Date. 2.7 "CREDIT AGREEMENT" means a credit facility or syndicated loan led by Bank One, N.A. or any replacement thereof as determined by the Board. 2.8 "EFFECTIVE DATE OF THE PLAN" is defined under Section 14 hereof. 2.9 "EXCHANGE ACT" means the Securities and Exchange Act of 1934 as amended. 2.10 "LOAN" means a loan made to a Participant to purchase Shares under the Plan. 2.11 "LOAN AVAILABILITY PERIOD" means the one-year period in which Loans will be available, commencing on the Effective Date and ending one year thereafter. Such period may be extended or renewed by the Committee in its sole discretion. 438837	Daisytek Int'l Daisytek International Corp. ( Consumer )
$69	Preview Subscribers	2003	Facilities Agreement Facilities Agreement (139K) Doc #438517: Click preview link for longer preview. DATED 2003 (1) DAISYTEK - ISA LIMITED (AS BORROWER) - AND - (2) GMAC COMMERCIAL CREDIT LIMITED (GMAC) ---------------------------------------------------- FACILITIES AGREEMENT ---------------------------------------------------- . . . 438517	Daisytek Int'l Daisytek International Corp. ( Consumer ) ;	Barclays Bank Barclays Bank plc ( Financial ) As referenced in this Facilities Agreement: Barclays Bank PLC – Supplies Team Norge AS) and ISA Deutschland GmbH; "PARENT" means Daisytek International Corporation ; "PARTICIPATION AGREEMENT AND TRUST DEED" means the deed pursuant to which GMAC agrees to the participation of Barclays Bank PLC in the Facilities on the terms agreed therein and made between GMAC and Barclays Bank PLC on or about the date hereof; "PERMITTED BORROWINGS" means: (i) Borrowings under invoice discounting _____________ Barclays Bank PLC – TRUST DEED" means the deed pursuant to which GMAC agrees to the participation of Barclays Bank PLC in the Facilities on the terms agreed therein and made between GMAC and Barclays Bank PLC on or about the date hereof; "PERMITTED BORROWINGS" means: (i) Borrowings under invoice discounting facilities made available by Euro Sales Finance plc to ISA Daisytek SA, ISA Deutschland GmbH and _____________ Barclays Bank PLC – the avoidance of doubt, this clause shall not affect the responsibility of the Borrower in relation to the costs (including legal costs) incurred in relation to the participation granted to Barclays Bank PLC by GMAC on the date of this Agreement; and 23.3.2 GMAC will reimburse the Borrower for any out-of-pocket legal expenses (excluding VAT) reasonably incurred by the _____________ Barclays Bank Plc – credit insurance limits from Sweden and Norway. 23. Written confirmation of renewal of UK and Norwegian trade credit insurance. 24. The conclusion by GMAC of satisfactory arrangements between it and Barclays Bank Plc for the participation by Barclays of 50% of the facilities. 25. Sight of and satisfaction with a pro-forma report of covenant calculations (except interest cover) for the period to _____________ dt 1402580
$32	Preview Subscribers	2002	Guaranty of Lease Guaranty of Lease (22K) Doc #438651: Click preview link for longer preview. GUARANTY OF LEASE THIS GUARANTY OF LEASE ("GUARANTY") is made as of this 25th day of March, 2002 by DAISYTEK INTERNATIONAL CORPORATION, a Delaware corporation ("GUARANTOR") in favor of TEJON DERMODY INDUSTRIAL LLC, a Delaware limited liability company ("LANDLORD") in connection with that certain Standard Industrial Lease (Net - Net - Net) of substantially even date herewith (the "LEASE"), pursuant to which Landlord leases to Daisytek, Incorporated, a Delaware corporation ("TENANT"), . . . 438651	Daisytek Int'l Daisytek International Corp. ( Consumer )
$36	Preview Subscribers	2002	Guaranty Agreement Guaranty Agreement (54K) Doc #438655: Click preview link for longer preview. GUARANTY AGREEMENT (Daisytek International Corporation) This Guaranty Agreement (as such agreement may be amended, restated, or otherwise modified from time to time, this "Guaranty Agreement"), is executed and delivered effective as of April 24, 2002, by the undersigned Guarantor with respect to the indebtedness, liabilities, and obligations of the Borrowers under the Credit Agreement defined hereinbelow, as follows: Definitions: The following terms shall have the . . . 438655	Daisytek Int'l Daisytek International Corp. ( Consumer ) ;	BofA Bank of America, NA ( Money Center Banks ) As referenced in this Guaranty Agreement: Bank of America, Na – and obligations of the Borrowers under the Credit Agreement defined hereinbelow, as follows: Definitions: The following terms shall have the following meanings where used in this Guaranty Agreement: "Agent" means Bank of America, Na tional Association, in its capacity as administrative agent for the Lenders under the Credit Agreement. "Borrower" and "Borrowers" have the meanings specified for such terms in the Credit Agreement. "Credit _____________ dt 1558221
$37	Preview Subscribers	2002	Guaranty Agreement Guaranty Agreement (58K) Doc #438656: Click preview link for longer preview. GUARANTY AGREEMENT This Guaranty Agreement (as such agreement may be amended, restated, or otherwise modified from time to time, this "Guaranty Agreement"), is executed and delivered effective as of April 24, 2002, by each of the undersigned Guarantors with respect to the indebtedness, liabilities, and obligations of the Borrowers under the Credit Agreement defined hereinbelow, as follows: Definitions: The following terms shall have the following meanings where used in this Guaranty . . . 438656	Daisytek Int'l Daisytek International Corp. ( Consumer ) ;	BofA Bank of America, NA ( Money Center Banks ) As referenced in this Guaranty Agreement: Bank of America, Na – and obligations of the Borrowers under the Credit Agreement defined hereinbelow, as follows: Definitions: The following terms shall have the following meanings where used in this Guaranty Agreement: "Agent" means Bank of America, Na tional Association, in its capacity as administrative agent for the Lenders under the Credit Agreement. "Borrower" and "Borrowers" have the meanings specified for such terms in the Credit Agreement; provided _____________ dt 1558222
$36	Preview Subscribers	2001	Guaranty Guaranty (23K) Doc #438869: Click preview link for longer preview. GUARANTY GUARANTY: To induce Bank One, NA, a national banking association having its principal office in Chicago, Illinois, directly or through any of its branches, offices, subsidiaries or affiliates (collectively, the "Lender"), in its sole discretion, to make loans or extend or continue credit, including letters of credit and Rate Management Transactions (as defined below), to DAISYTEK CANADA, a CORPORATION, and existing under the laws of CANADA (the "Borrower"), whether to the Borrower alone or to the Borrower and others, and . . . 438869	Daisytek Int'l Daisytek International Corp. ( Consumer ) ;	Bank One Bank One, NA ( Financial ) As referenced in this Guaranty: Bank One, NA – {DOCUMENT} {TYPE}EX-10.2 {SEQUENCE}3 {FILENAME}d83940ex10-2.txt {DESCRIPTION}GUARANTY BY DAISYTEK DATED DECEMBER 14, 2000 {TEXT} {PAGE} 1 EXHIBIT 10.2 GUARANTY GUARANTY: To induce Bank One, NA , a national banking association having its principal office in Chicago, Illinois, directly or through any of its branches, offices, subsidiaries or affiliates (collectively, the "Lender"), in its sole discretion, _____________ dt 1374090
$40	Preview Subscribers	2002	Industrial Lease Agreement Industrial Lease Agreement (84K) Doc #438648: Click preview link for longer preview. INDUSTRIAL LEASE AGREEMENT BETWEEN NEW YORK LIFE INSURANCE COMPANY AS LANDLORD AND DAISYTEK, INC. AS TENANT LEASE INDEX Section Subject ------- ------- 1 . . . 438648	Daisytek Int'l Daisytek International Corp. ( Consumer )
$32	Preview Subscribers	2000	Initial Public Offering and Distribution Agreement [Amendment] Initial Public Offering and Distribution Agreement [Amendment] (8K) Doc #438960: Click preview link for longer preview.