Exhibit 10.14
AMENDMENT NO. 1
to that certain
REVOLVING CREDIT AGREEMENT
dated as of June 21, 2002
AMENDMENT NO. 1 (this "AMENDMENT"), dated as of May 22, 2003, to the
Revolving Credit Agreement, dated as of June 21, 2002 (as amended and in effect
from time to time, the "CREDIT AGREEMENT"), by and among (a) STAPLES, INC. (the
"BORROWER"), a Delaware corporation having its principal place of business at
000 Xxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000, (b) FLEET NATIONAL BANK and the other
lending institutions listed on SCHEDULE 1 attached thereto (the "LENDERS"), (c)
FLEET NATIONAL BANK, as administrative agent (in such capacity, the "AGENT") for
the Lenders, (d) CITICORP USA, INC. and WACHOVIA BANK, NATIONAL ASSOCIATION, as
co-syndication agents for the Lenders, and (e) HSBC BANK USA and JPMORGAN CHASE
BANK, as co-documentation agents for the Lenders.
WHEREAS, the Borrower, the Lenders and the Agent have agreed, on the
terms and conditions set forth herein, to amend certain provisions of the Credit
Agreement;
NOW THEREFORE, the parties hereto hereby agree as follows:
Section 1. DEFINED TERMS. Capitalized terms which are used herein without
definition and which are defined in the Credit Agreement shall have the same
meanings herein as in the Credit Agreement.
Section 2. AMENDMENTS TO THE CREDIT AGREEMENT.
(a) Section 1 of the Credit Agreement is hereby amended by deleting the
reference to the word "cumulative" in the second sentence of Section 1.2(k) and
inserting a reference to the word "additive" in lieu thereof.
(b) Section 2 of the Credit Agreement is hereby amended by deleting
Section 2.12 in its entirety and inserting the following new Section 2.12 in
lieu thereof:
"SECTION 2.12. REQUEST FOR EXTENSION OF MATURITY DATE. The
Borrower may, on one occasion, provided that no Default or Event of
Default has occurred and is continuing, by written notice to the Agent
given on or before October 21, 2003, request that the initial Maturity
Date be extended to a specified date not later than December 21, 2006.
The Agent shall notify the Lenders of such request promptly after
receipt, and request each Lender to notify the Agent of its
determination to consent or not to consent to such extension. Each
Lender which makes a determination not to consent to the extension of
the initial Maturity Date
on or before November 21, 2003 shall notify the Agent of such
determination by November 21, 2003. A Lender's failure to respond
within the foregoing time period shall not be deemed to be a consent
by such Lender to the extension of the Maturity Date. The Borrower may
take the actions permitted by Section 4.12 to replace any Lender that
fails to agree to such extension. If all of the Lenders (including the
Replacement Lender, if applicable) consent to the extension by so
notifying the Agent in writing on or before January 30, 2004, the
Maturity Date shall be extended to the date requested by the Borrower
in its notice but in any event not later than December 21, 2006, and
the definition of Maturity Date shall be deemed to reflect such
extension for all purposes hereof."
(c) Section 7 of the Credit Agreement is hereby amended by (i) deleting
the word "and" at the end of Section 7.3(l), (ii) deleting the period at the end
of Section 7.3(m) and inserting the text "; and" in lieu thereof and (iii)
inserting the following new Section 7.3(n) in proper numerical and alphabetical
order therein:
"(n) Investments consisting of loans and advances to, and equity
Investments in, Persons in the same line of business as the Borrower,
not exceeding $10,000,000 in the aggregate at any one time
outstanding."
SECTION 3. CONDITIONS TO EFFECTIVENESS. This Amendment shall become
effective upon the satisfaction of the following conditions precedent, all of
the following to be in form and substance satisfactory to the Agent:
(a) DELIVERY OF AMENDMENT. This Amendment shall have been duly executed
and delivered by each of the Borrower, the Guarantors, the Required Lenders and
the Agent, shall be in full force and effect and shall be in form and substance
satisfactory to the Required Lenders. The Agent shall have received a fully
executed copy of this Amendment.
(b) PROCEEDINGS AND DOCUMENTS. All proceedings in connection with the
transactions contemplated by this Amendment and all documents incident thereto
shall be reasonably satisfactory in substance and form to the Agent, and the
Agent shall have received all information and such counterpart originals or
certified or other copies of such documents as the Agent may reasonably request.
SECTION 4. AFFIRMATION AND ACKNOWLEDGMENT OF THE BORROWER AND THE
GUARANTORS.
(a) THE BORROWER. The Borrower hereby ratifies and confirms all of its
Obligations to the Lenders and the Agent and the Borrower hereby affirms its
absolute and unconditional promise to pay to the Lenders and the Agent the Loans
and all other Obligations under the Credit Agreement, as amended hereby.
(b) THE GUARANTORS. Each of the Guarantors hereby ratifies and confirms
all of its Obligations to the Lenders and the Agent and each of the Guarantors
hereby affirms its unconditional and irrevocable guaranty of the Obligations
under the Credit Agreement, as amended hereby.
SECTION 5. REPRESENTATIONS AND WARRANTIES. Each of the Guarantors and the
Borrower hereby represents and warrants to the Agent and the Lenders as follows:
(a) REPRESENTATION AND WARRANTIES. The representations and warranties of
each of the Guarantors and the Borrower contained in the Credit Agreement and
the other Loan Documents were true and correct in all material respects as of
the date when made and continue to be true and correct in all material respects
on the date hereof, except to the extent of changes resulting from transactions
contemplated by the Credit Agreement and the other Loan Documents and changes
occurring in the ordinary course of business that singly or in the aggregate are
not materially adverse to the Guarantors and the Borrower, or to the extent that
such representations and warranties relate expressly to an earlier date.
(b) RATIFICATION, ETC. Except as expressly amended hereby, the Credit
Agreement, and all documents, instruments and agreements related thereto, are
hereby ratified and confirmed in all respects and shall continue in full force
and effect. The Credit Agreement shall, together with this Amendment, be read
and construed as a single agreement. All references in the Credit Agreement or
any related agreement or instrument shall hereafter refer to the Credit
Agreement as amended hereby.
(c) AUTHORITY, ETC. The execution and delivery by each of the Guarantors
and the Borrower of this Amendment and the performance by each of the Guarantors
and the Borrower of their respective agreements and obligations under the Credit
Agreement as amended hereby are within the corporate authority of each such
Person and have been duly authorized by all necessary corporate action.
(d) ENFORCEABILITY OF OBLIGATIONS. This Amendment and the Credit
Agreement as amended hereby constitute the legal, valid and binding obligations
of each of the Guarantors and the Borrower, enforceable against each such Person
in accordance with their terms, except as enforceability is limited by
bankruptcy, insolvency, reorganization, moratorium or other laws relating to, or
affecting generally the enforcement of, creditors' rights and except to the
extent that availability of the remedy of specific performance or injunctive
relief is subject to the discretion of the court before which any proceeding
therefor may be brought.
(e) NO DEFAULT. No Default or Event of Default has occurred and is
continuing, and no Default or Event of Default will exist after execution and
delivery of, and after giving effect to, this Amendment.
SECTION 6. MISCELLANEOUS PROVISIONS. (a) Except as otherwise expressly
provided by this Amendment, all of the terms, conditions and provisions of the
Credit Agreement shall remain the same. It is declared and agreed by each of the
parties hereto that the Credit Agreement, as amended hereby, shall continue in
full force and effect, and that this Amendment and the Credit Agreement shall be
read and construed as one instrument.
(b) THIS AMENDMENT IS INTENDED TO TAKE EFFECT AS AN AGREEMENT UNDER SEAL
AND SHALL BE CONSTRUED ACCORDING TO AND GOVERNED BY THE LAWS OF THE COMMONWEALTH
OF MASSACHUSETTS (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS).
(c) This Amendment may be executed in any number of counterparts, but all
such counterparts shall together constitute but one instrument. In making proof
of this Amendment it shall not be necessary to produce or account for more than
one counterpart signed by each party hereto by and against which enforcement
hereof is sought.
(d) The Borrower hereby agrees to pay to the Agent, on demand by the
Agent, all reasonable legal fees and expenses incurred or sustained by the Agent
in connection with the preparation of this Amendment.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, each of the undersigned has caused this Amendment
to be executed as of the date first written above.
STAPLES, INC.
By: /s/ XXXXXX X. XXXXXXXX
-----------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President and Treasurer
FLEET NATIONAL BANK, individually and as Agent
By: /s/ XXXXX X. XXXXXX
--------------------
Name: Xxxxx X. Xxxxxx
Title: Managing Director
CITICORP USA, INC., individually and as
Co-Syndication Agent
By: /s/ XXXXXX X XXXXX
--------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
WACHOVIA BANK, NATIONAL
ASSOCIATION, individually and as
Co-Syndication Agent
By: /s/ XXXXXX X. XXXXXX
--------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
HSBC BANK USA, individually and as
Co-Documentation Agent
By: /s/ XXXXXXX X. XXXXXX
---------------------
Name: Xxxxxxx X. Xxxxxx
Title: Fist Vice President
JPMORGAN CHASE BANK, individually
and as Co-Documentation Agent
By: /s/ XXXX XXXXXXXXX
--------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President
SOVEREIGN BANK
By: /s/ XXXXX XXXX
--------------------
Name: Xxxxx Xxxx
Title:Vice President
U.S BANK NATIONAL ASSOCIATION
By: /s/ XXXXXX X. XXXXX
-------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
BANK ONE, NA
(Main Office Chicago)
By: /s/ XXXXXXX X. XXXXXXX
----------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Director
UNION BANK OF CALIFORNIA, N.A.
By: /s/ XXXXXXX X. XXXXX
--------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
THE BANK OF NEW YORK
By: /s/ XXXXX X. XXXXXXX
--------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
KEYBANK NATIONAL ASSOCIATION
By: /s/ XXXXX X. XXXXXXX
---------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
XXXXX FARGO BANK,
NATIONAL ASSOCIATION
By: /s/ XXXXXXXX XXXXX
--------------------
Name: Xxxxxxxx Xxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ XXXX X. XXXXXX
------------------
Name: Xxxx X. Xxxxxx
Title: Managing Director
PNC BANK, NATIONAL ASSOCIATION
By: /s/ XXXXXXX X. XXXXXX
---------------------
Name: Xxxxxxx X. Xxxxxx
Title: AVP
ALLIED IRISH BANKS, PLC
By: /s/ XXXXXXX X'XXXXXX
--------------------
Name: Xxxxxxx X'Xxxxxx
Title: Vice President
By: /s/ XXXXXX XXXXXXXXX
--------------------
Name: Xxxxxx Xxxxxxxxx
Title: Vice President
NATIONAL CITY BANK
By: /s/ XXXXXX X. XXXXXXXXX
-----------------------
Name: Xxxxxx X. XxxXxxxxx
Title: Senior Vice President
RATIFICATION OF GUARANTY
Each of the undersigned Guarantors hereby acknowledges and consents to
the foregoing Amendment, and agrees that the Guaranty from such Guarantor in
favor of the Agent for the benefit of the Agent and the Lenders and all other
Loan Documents to which such Guarantor is a party remain in full force and
effect, and each of the Guarantors confirms and ratifies all of its obligations
thereunder.
STAPLES THE OFFICE SUPERSTORE, INC.
By: /s/ XXXXXX X. XXXXXXXX
----------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President and Treasurer
STAPLES THE OFFICE SUPERSTORE EAST, INC.
By: /s/ XXXXXX X. XXXXXXXX
----------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President and Treasurer
STAPLES CONTRACT & COMMERCIAL, INC.
By: /s/ XXXXXX X. XXXXXXXX
----------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President and Treasurer
QUILL CORPORATION
By: /s/ XXXXXX X. XXXXXXXX
----------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President and Treasurer
QUILL LINCOLNSHIRE, INC.
By: /s/ XXXXXX X. XXXXXXXX
----------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President and Treasurer
ROCHESTER CAPITAL, LLC
By: /s/ XXXXXX X. XXXXXXXX
----------------------
Name: Xxxxxx X. Xxxxxxxx
Title: President
HACKENSACK FUNDING LLC
By: /s/ XXXXXX X. XXXXXXXX
----------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Treasurer
