OfficeMax 2013 Annual Report Download - page 139

(ii) receipt by the Administrative Agent of (a) a pro forma Aggregate Borrowing Base Certificate, (b) a pro forma US Borrowing Base Certificate,
(c) a pro forma UK Borrowing Base Certificate and (d) a pro forma Dutch Borrowing Base Certificate;
(iii) substantially simultaneously with the Amendment Effective Date, the consummation of the OfficeMax Merger pursuant to the OfficeMax
Merger Agreement; and
(iv) receipt by the Administrative Agent of payment of any fees required to be paid to the Lenders or any agents or arrangers in connection with
this Amendment and payment or reimbursement of its reasonable out-of-pocket expenses in connection with this Amendment required to be paid or reimbursed
pursuant to the Credit Agreement, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent.
V. Representations and Warranties. The Borrowers hereby represent and warrant that (a) each of the representations and warranties in the Credit
Agreement shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment Effective Date
(unless such representations and warranties are stated to relate to a specific earlier date, in which case such representations and warranties shall be true and
correct in all material respects as of such earlier date) and (b) after giving effect to this Amendment, no Default or Event of Default shall have occurred and be
continuing.
VI. Post-Closing Covenant. Within 90 days of the closing date of the OfficeMax Merger, the Company shall furnish to the Administrative Agent a copy
of the plan and forecast (including a projected consolidated and consolidating pro forma balance sheet, income statement and funds flow statement in form
acceptable to the Administrative Agent) of the Company for each month of the upcoming fiscal year in form reasonably satisfactory to the Administrative
Agent
VII. No Other Amendments; Confirmation. Except as expressly amended hereby, the provisions of the Credit Agreement, as amended and restated, are
and shall remain in full force and effect. Each Loan Party certifies that (i) all of its obligations and liabilities under each of the Loan Documents to which such
Loan Party is a party remain in full force and effect on a continuous basis after giving effect to the Amendment and (ii) all of the Liens and security interests
created and arising under each of the Loan Documents to which such Loan Party is a party remain in full force and effect on a continuous basis, and the
perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and
undischarged, after giving effect to the Amendment, as collateral security for its obligations, liabilities and Indebtedness under the Credit Agreement and under
its Loan Guaranty, as applicable; provided that with respect to any Dutch Loan Party and any Luxembourg Loan Party, such acknowledgement and
confirmation shall be solely with respect to its Loan Guaranty.
VIII. Governing Law. This Amendment and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in
accordance with, the laws of the State of New York.
IX. Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same instrument. This Amendment may be delivered by facsimile transmission of the
relevant signature pages hereof.
Second Amendment Signature Page