Second Amendment to Revolving Credit and Line of Credit Agreement between Office Depot, Inc. and Lenders

Summary

This amendment updates the terms of a credit agreement between Office Depot, Inc. and a group of financial institutions. The main change is to the calculation of the "Applicable Margin"—the interest rate spread—based on Office Depot's credit ratings. The amendment is effective once certain conditions are met and is binding on the parties who sign it. The agreement ensures that the lenders and Office Depot are aligned on the revised terms for borrowing under the credit facility.

EX-10.20 9 g67815kex10-20.txt SECOND AMENDMENT DATED 12/21/00 1 Exhibit 10.20 SECOND AMENDMENT TO REVOLVING CREDIT AND LINE OF CREDIT AGREEMENT This Second Amendment (the "Second Amendment") to Revolving Credit and Line of Credit Agreement, dated as of December 21, 2000, is entered into by and between Office Depot, Inc., a Delaware corporation ("Borrower") and the various financial institutions party to the Credit Agreement (hereinafter defined) which execute one or more counterparts of this Second Amendment and which collectively constitute the Required Lenders (as defined in the Credit Agreement.) WITNESSETH: WHEREAS, the Borrower has heretofore entered into a Revolving Credit and Line of Credit Agreement, dated as of February 20, 1998, with SunTrust Bank (f/k/a SunTrust Bank, Central Florida, National Association), a national banking association ("SunTrust"), Bank of America, N.A. (f/k/a Bank of America National Trust and Savings Association), a national banking association ("Bank of America"), Citibank, N.A., a national banking association ("Citibank"), Bank One, NA (f/k/a The First National Bank of Chicago), a national banking association ("Bank One"), Royal Bank of Canada, a Canadian chartered bank ("Royal Bank"), Hibernia National Bank, a national banking association, Fifth Third Bank, a national banking association, Banca di Roma, a bank organized under the laws of Italy operating through its New York branch, and First Union National Bank (as successor in interest to Corestates Bank, N.A.), a national banking association (collectively, the "Lenders" and, individually, a "Lender"), SunTrust as Administrative Agent, Bank of America as Syndication Agent and as Documentation Agent and Bank One, Citibank and Royal Bank as Co-Agents for the Lenders (as heretofore amended, modified or supplemented, the "Credit Agreement"; capitalized terms used herein and not otherwise defined herein having the meanings assigned thereto in the Credit Agreement); WHEREAS, the Borrower has requested that the Lenders agree to certain amendments to the Credit Agreement; WHEREAS, subject to the terms and conditions set forth herein, the Lenders executing this Second Amendment are willing to undertake certain amendments to the Credit Agreement. NOW, THEREFORE, in consideration of the premises, and intending to be legally bound hereby, the Borrower and the undersigned Lenders hereby agree as follows: SECTION 1. AMENDMENTS. Upon the satisfaction by the Borrower of the conditions precedent set forth in Section 2 below, and in reliance on the warranties of the Borrower set forth in Section 3 below, the Credit Agreement is hereby amended as follows: 1.1. The term "Applicable Margin" contained in Section 1.1 is amended in its entirety to read as follows: 2 " "Applicable Margin" shall mean the number of basis points designated below based on the rating of the Borrower's senior unsecured long-term debt by either or both of Moody's and S&P in effect on the date of determination (the "Rating"):