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 Xxxxx'x and S&P in effect on the
date of determination (the "Rating"):
Eurodollar
Margin/
Rating: Letter of
Level S&P/Xxxxx'x Facility Fee Credit Fee
----- ----------- ------------ ----------
I >A-/A3 10.0 bp 27.5 bp
-
II BBB+/Baal 12.5 bp 37.5 bp
III BBB/Baa2 15.0 bp 47.5 bp
IV BBB-/Baa3 17.5 bp 70.0 bp
V
