OfficeMax 2013 Annual Report Download - page 284

(D) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such
Indebtedness;
(E) payment of Indebtedness owed to the Company or any wholly owned Subsidiary;
(F) payment of Indebtedness owed by non-Loan Parties;
(G) distributions of shares of common stock of the Company, together with cash payments in lieu of the issuance of fractional shares, in
connection with the conversion settlement of any Permitted Convertible Notes;
(H) payment on account of the tender, redemption, prepayment or repurchase of all or any portion of the Existing 2013 Notes , the OMX
Existing 2016 Notes and the loans referred to in Section 6.01)(p) ; provided that both immediately before and immediately after giving pro forma
effect thereto, (i) no Default or Event of Default shall have occurred and be continuing and (ii) Liquidity shall be at least $600,000,000, including
Aggregate Availability of at least $400,000,000; and
(I) other payments or distributions in respect of Indebtedness (including, without limitation, any cash conversion settlement or repurchase
of any Permitted Convertible Notes); provided that both immediately before and immediately after giving pro forma effect thereto, no Default or
Event of Default shall have occurred and be continuing and either (i) (x) the Fixed Charge Coverage Ratio for the Test Period in effect at the time
such payment is to occur shall be at least 1.10 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and
(y) Aggregate Availability shall be at least $250,000,000 or (ii) Liquidity shall be at least $500,000,000, including Aggregate Availability of at least
$400,000,000.
(c) Notwithstanding anything to the contrary contained in this Section 6.09, nothing in this Section 6.09 shall prohibit any Loan Party or any of
the Subsidiaries from issuing Permitted Convertible Notes as otherwise permitted under this Agreement.
SECTION 6.10 Transactions with Affiliates. No Loan Party will, nor will it permit any of its Subsidiaries to, sell, lease or otherwise transfer any
property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its
Affiliates, except (a) transactions that are at prices and on terms and conditions not less favorable to such Borrower or such Subsidiary than could be obtained
on an arm’s-length basis from unrelated third parties, (b) transactions between or among any Borrower and any Subsidiary that is a Loan Party not involving
any other Affiliate, (c) transactions between or among any Subsidiaries that are not Loan Parties not involving any other Affiliate, (d) transactions permitted
by Section 6.03, (e) transactions that are entered into in connection with the Foreign Reorganization, (f) any loans, advances, Guarantees and other investments
permitted by Sections 6.04(c), (d), (e) or (i), (g) any Indebtedness permitted under Section 6.01(c), (d) or (i), (h) any Restricted Payment permitted by
Section 6.09, (i) loans or advances to employees permitted under Section 6.04, (j) the payment of reasonable fees to directors of any Borrower or any
Subsidiary who are not employees of such Borrower or Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided
for the benefit of, directors, officers or employees of the Borrowers or their Subsidiaries in the ordinary course of business and (k) any issuances of securities
or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options, equity incentive
and stock ownership plans approved by a Borrower’s or Subsidiary’s board of directors.
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