Amending Agreement to Credit Facility between Daisytek (Canada) Inc. and The Toronto-Dominion Bank (March 25, 2002)

Summary

This agreement amends the terms of an existing credit facility between Daisytek (Canada) Inc. and The Toronto-Dominion Bank. It sets a maximum credit limit of the lesser of CDN$20 million or a borrowing base formula, specifies interest rates, and requires a $25,000 arrangement fee. Daisytek must meet certain financial covenants, including maintaining minimum shareholder equity and a specific current ratio. The agreement also modifies some standard terms and conditions. The amendments are effective only if Daisytek signs and returns the agreement by April 5, 2002.

EX-10.41 24 d97974exv10w41.txt LETTER AGREEMENT, DATED MARCH 25, 2002 EXHIBIT 10.41 [TD COMMERCIAL BANKING LOGO] Mississauga Centre CBC 20 Milverton Drive Mississauga, Ontario L5R 3G2 Telephone No.: 905 ###-###-#### Fax No.: (905) 890-4136 March 25, 2002 DAISYTEK (CANADA) INC. 1-35 Valleywood Drive Markham, ON L3R 5L9 CAN Attn: Jeff Malanga, 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/ JOHN A. NEATE /S/ MASON COATES - ------------------------- ---------------- ------------------- ---------------- John A. Neate Signing Mason Coates Signing Relationship Manager No. Vice President No.

TO THE TORONTO-DOMINION BANK: DAISYTEK (CANADA) INC. hereby accepts the foregoing offer this 2 day of April, 2002. /S/ JEFF MALANGA /S/ LEE WEINER - ------------------------------- ------------------------------------ Signature Signature Jeff Malanga - Treasurer Director of Treasury Lee Weiner - ------------------------------- ------------------------------------ Print Name & Position Print Name & Position