Amendment to Section 7.2. Section 7.2 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
Amendment to Section 7.2. Section 7.2 of the Agreement is hereby deleted in its entirety and replaced with the following:
Amendment to Section 7.2. 8 (Hainan Bo Ao Cost-Share Matters) of the Agreement is hereby amended and restated in its entirety as follows:
Amendment to Section 7.2. Section 7.2 of the Security Agreement shall be restated in its entirety as follows:
Amendment to Section 7.2. (a) Section 7.2(b) of the Agreement is hereby amended by deleting the phrase “and Merger Sub Three” and inserting the word “and” between “Office Depot” and “Merger Sub Two” in Section 7.2(b) of the Agreement.
(b) Section 7.2(d) of the Agreement is hereby amended and restated to read as follows: “OfficeMax shall have received a written tax opinion from OfficeMax’s Counsel, in form and substance reasonably satisfactory to OfficeMax, dated as of the Closing Date, to the effect that, on the basis of certain facts, representations and assumptions set forth or referred to in such opinion, each of the First Merger and the Second Merger will qualify for United States federal income tax purposes, as a “reorganization” within the meaning of Section 368(a) of the Code.”
Amendment to Section 7.2. Section 7.2 of the Agreement is hereby amended by replacing the section in its entirety with the following language:
Amendment to Section 7.2. Section 7.2 of the Credit Agreement shall be amended by deleting the word “and” at the end of clause (viii), by substituting “(other than Indebtedness specified in clauses (i) through (viii) and in clause (x))” for the first parenthetical in clause (ix), by substituting “; and” for the period at the end of clause (ix), and by adding the following new clause (x) to the end thereof:
Amendment to Section 7.2. Section 7.2 of the Agreement is hereby deleted in its entirety and the following is hereby substituted in place thereof: “This Agreement is subject to approval by the Bankruptcy Court and, if required by the Bankruptcy Court, the consideration by the Sellers of higher or better competing bids (each a “Competing Bid”); provided, however, that any Seller may enter into any agreement for the sale, lease, transfer or disposition of any of the Purchased Assets or any portion of the Business whose consummation is contingent upon the termination of this Agreement and any such transaction shall not be deemed a Competing Bid (a “Contingent Transaction”), but in no event will acceptance by Sellers of any Contingent Transaction relieve Sellers of their obligation to consummate the transactions contemplated hereunder. Except as may be required by the Bankruptcy Court or with respect to a Contingent Transaction, from the date hereof and until the transaction contemplated by the Agreement is consummated, Sellers shall not, and shall cause their representatives and Affiliates not to, initiate contact with, solicit or encourage submission of any inquiries, proposals or offers by, any Person (other than Purchaser and its Affiliates, agents and representatives) in connection with any sale or other disposition of the Purchased Assets. Sellers shall be permitted and have the responsibility and obligation to respond to any inquiries or offers to purchase all or any part of the Purchased Assets and perform any and all other acts related thereto which are required under the Bankruptcy Code or other applicable law, including, without limitation, supplying information relating to the Business and the assets of Sellers to prospective purchasers. Sellers shall promptly notify Purchaser of the existence of any Competing Bid or Contingent Transaction received by Sellers after the date hereof and Sellers shall communicate to Purchaser the material terms of any such Competing Bid or Contingent Transaction but not the identity of the party making such Competing Bid or Contingent Transaction.”
Amendment to Section 7.2. Section 7.2 of the Rights Agreement is hereby amended and restated to read in its entirety as follows:
Amendment to Section 7.2. Section 7.2(b) of the Credit Agreement is hereby amended as of the Amendment Effective Date by deleting the parenthetical phrase “(including with respect to Section 9.17, which shall be calculated for this purpose as if such extension of credit had occurred on a pro forma basis at the end of the most recent fiscal month)” where it appears therein.
