0001193125-12-083271 Sample Contracts

OFFICE DEPOT, INC. RETENTION AGREEMENT
Retention Agreement • February 28th, 2012 • Office Depot Inc • Retail-miscellaneous shopping goods stores • Florida

This Retention Agreement (hereinafter, the “Agreement”), by and between Office Depot, Inc. (the “Company”) and Elisa D. Garcia C. (“Executive”), is effective as of the date signed by Executive (the “Effective Date”). Both the Company and Executive are hereinafter individually referred to as a “Party” and jointly referred to as “Parties” in this Agreement.

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SEPARATION AGREEMENT
Separation Agreement • February 28th, 2012 • Office Depot Inc • Retail-miscellaneous shopping goods stores • Florida

This Separation Agreement (the “Agreement”) between Daisy Vanderlinde (hereinafter referred to as “Executive,” a term which includes the successors, assigns, beneficiaries, personal representatives, and heirs of Daisy Vanderlinde) and Office Depot, Inc. (hereinafter referred to as “Office Depot” or “Company,” terms which include each and every officer, director, employee, agent, parent corporation or subsidiary, affiliate or division, its successors, assigns, beneficiaries, servants, legal representatives, insures and heirs) is presented to Executive on July 18, 2011.

FORM OF FIRST AMENDMENT
Office Depot Inc • February 28th, 2012 • Retail-miscellaneous shopping goods stores • New York

FIRST AMENDMENT (this “Amendment”), dated as of February 24, 2012, to the Amended and Restated Credit Agreement dated as of May 25, 2011 (the “Credit Agreement”), among Office Depot, Inc., Office Depot International (UK) Ltd., Office Depot UK Ltd., Office Depot International B.V., Office Depot B.V., Office Depot Finance B.V., OD International (Luxembourg) Finance S.À R.L. and Viking Finance (Ireland) Ltd. (collectively, the “Borrowers”), certain subsidiaries of Office Depot, Inc. from time to time parties thereto, the several banks and other institutions from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank N.A., London Branch, as European administrative agent and European collateral agent, JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent’) and US collateral agent, Bank of America, N.A., as syndication agent, and Citibank, N.A., and Wells Fargo Bank, National Association, as documentation agents.

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