EXHIBIT 10.3
FIRST AMENDMENT TO RIGHTS AGREEMENT
First Amendment (the "First Amendment"), dated as of May 18, 1998, between
Viking Office Products, Inc., a California corporation (the "Company") and
American Stock Transfer and Trust Company, a trust company organized under the
laws of the state of New York, as Rights Agent (the "Rights Agent"), to Rights
Agreement (the "Rights Agreement"), dated as of January 20, 1997, between the
Company and the Rights Agent.
RECITALS
The Board of Directors of the Company has approved the terms of this First
Amendment to the Rights Agreement. The Company desires to enter into this First
Amendment with the Rights Agent, and the proposed First Amendment is in
compliance with the terms of Section 26 of the Rights Agreement relating to
amendments to the Rights Agreement. A Distribution Date (as defined in the
Rights Agreement) has not occurred as of the date hereof.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:
Section 1. Amendment of Section 1.1. Section 1.1 of the Rights Agreement
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is hereby amended to add at the end of such section the following:
"Notwithstanding the foregoing, "Acquiring Person" shall not include Office
Depot, Inc., a Delaware corporation ("Depot"), provided that Depot shall not be
excepted from the definition of "Acquiring Person" if Depot acquires Beneficial
Ownership of any Common Shares of the Company other than pursuant to the Viking
Stock Option Agreement, dated as of May 18, 1998, among the Company and Depot
(including Beneficial Ownership acquired by virtue of the grant of the option
contained therein) or pursuant to the Agreement and Plan of Merger, dated as of
May 18, 1998, among the Company, Depot and VK Acquisition Corp., a California
corporation."
Section 2. Terms and Conditions. Except as specifically modified herein,
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all other terms and conditions of the Rights Agreement shall remain in full
force and effect.
(signature page follows)
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
be duly executed and their respective corporate seals to be hereunto affixed,
all as of the day and year first above written.
VIKING OFFICE PRODUCTS, INC.
By: /s/ M. Xxxxx Xxxxxx
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Name: M. Xxxxx Xxxxxx
Title: President and Chief Operating Officer
AMERICAN STOCK TRANSFER AND TRUST COMPANY
By: /s/ Xxxxxx Xxxx
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Name: Xxxxxx Xxxx
Title: Vice President
