Citibank (South Dakota), N.A.
Xxxxxxx 00.0
Xxxxxxxx (Xxxxx Xxxxxx), N.A.
000 Xxxx 00xx Xxxxxx Xxxxx
Xxxxx Xxxxx, XX 00000
December 28, 2008
Office Depot, Inc.
0000 Xxx Xxxxxxxxxx Xxxx
Xxxxxx Xxxxx, Xxxxxxx 00000
Attn. Senior Vice President Finance/Controller
| Re: | Amended and Restated Merchant Services Agreement dated as of February 1, 2004 by and between Office Depot, Inc. and Citibank (South Dokota), N.A. |
Dear Senior Vice President Finance/Controller:
Reference is made to your letter of December 27, 2008 relative to the Amended and Restated Merchant Services Agreement dated as of February 1, 2004 by and between Office Depot, Inc. (“Office Depot”) and Citibank (South Dakota), N.A. (“Citi”), as amended (the “Agreement”). Further reference is made to the material Adverse Change in the condition of Company under the Agreement resulting from the December 15, 2008 rating downgrade of Office Depot’s senior unsecured debt by Standard & Poors (the “MAC Event”). In your letter, you requested a limited standstill of Citi’s right to terminate the Agreement and cause Office Depot to purchase the program Assets due to the MAC Event.
Based upon the commitments contained in your December 27, 2008 letter, Citi hereby agrees that it shall not, until the close of business on Friday, January 2, 2009, terminate the Agreement and require Office Depot to purchase the program Assets as a result of the MAC Event.
Office Depot, Inc.
December 27, 2008
Page 2
Upon Office Depot’s satisfaction of all the conditions contained in your December 27, 2008 letter, the standstill shall be extended until the close of business on March 31, 2009, subject to the conditions contained in your December 27, 2008 letter.
By this letter, Citi does not waive and has not waived any default by Office Depot under the Agreement other than Citi’s limited stand still as set forth herein, and Citi expressly reserves all of our rights to take any and all actions, and exercise any and all remedies at any time under the Agreement and under applicable law except as expressly limited herein.
| Very truly yours, | ||
| Citibank (South Dakota), N.A. | ||
| By: | /s/ Xxxxxxx X. Xxxxxxxxx | |
| Name: | Xxxxxxx X. Xxxxxxxxx | |
| Title: | Vice President & Associate General Counsel | |
| cc: | Office Depot, Inc. |
0000 Xxx Xxxxxxxxxx Xxxx
Xxxxxx Xxxxx, Xxxxxxx 00000
Attn. Sr. Manager – Customer Programs
Office Depot, Inc.
0000 Xxx Xxxxxxxxxx Xxxx
Xxxxxx Xxxxx, Xxxxxxx 00000
Attn. Office of General Counsel
