OfficeMax 2013 Annual Report Download - page 138



THIRD AMENDMENT (this “Amendment”), dated as of November 1, 2013, to the Amended and Restated Credit Agreement dated as of
May 25, 2011, as amended by the First Amendment to the Amended and Restated Credit Agreement, dated as of February 24, 2012, as amended by the
Second Amendment to the Amended and Restated Credit Agreement, dated as of March 4, 2013 (the “ Credit Agreement”), among Office Depot, Inc., Office
Depot International (UK) Ltd., Office Depot UK Ltd., Office Depot International B.V., Office Depot B.V., Office Depot Finance B.V., OD International
(Luxembourg) Finance S.À R.L. and Viking Finance (Ireland) Ltd. (collectively, the “Borrowers”), certain subsidiaries of Office Depot, Inc. from time to time
parties thereto, the several banks and other institutions from time to time parties thereto (the “ Lenders”), JPMorgan Chase Bank N.A., London Branch, as
European administrative agent and European collateral agent, JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “ Administrative
Agent’) and US collateral agent, Bank of America, N.A., as syndication agent, and Citibank, N.A., and Wells Fargo Bank, National Association, as
documentation agents.
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to
the Borrowers;
WHEREAS, the Borrowers have requested that additional Commitments of $250,000,000 be provided under the Credit Agreement and that
certain provisions of the Credit Agreement be amended as set forth herein;
WHEREAS, certain of the Lenders have agreed to provide the additional Commitments; and
WHEREAS, the Lenders are willing to agree to such amendment on the terms set forth herein;
NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, the undersigned hereby agree as follows:
I. Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
II. Amendments to the Credit Agreement. The Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as
the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined
text) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto.
III. Amendments to the Schedules to the Credit Agreement . The Schedules to the Credit Agreement are hereby amended and restated as Exhibit B hereto.
IV. Effectiveness of Amendment. This Amendment shall become effective as of the date (the “ Amendment Effective Date”) upon which the following
conditions are satisfied:
(i) receipt by the Administrative Agent of (A) duly executed counterparts to this Amendment from the Borrowers, the Collateral Agents and the
Supermajority Lenders and (B) a lender addendum, in the form of Exhibit C to this Amendment, duly executed by each Lender (after giving effect to the
Amendment Effective Date) that was not a Lender under the Credit Agreement immediately prior to the Amendment Effective Date; and
Third Amendment Signature Page