1
Exhibit 10.2
AMENDMENT NO. 1
---------------
AMENDMENT NO. 1, dated as of April 7, 2000 (this "AMENDMENT"), to and
under the Credit Agreement (the "CREDIT AGREEMENT"), dated as of July 3, 1997,
by and among OFFICEMAX, INC., an Ohio corporation (the "BORROWER"), the lenders
party thereto, the Co-Agents party thereto, KEYBANK NATIONAL ASSOCIATION, as
Documentation Agent, and THE BANK OF NEW YORK, as Administrative Agent and as
Swing Line Lender.
RECITALS
--------
I. Capitalized terms used herein and not defined herein shall have the
meanings assigned to such terms in the Credit Agreement.
II. The Borrower has requested that the Administrative Agent agree to
amend the Credit Agreement upon the terms and conditions contained in this
Amendment, and the Administrative Agent is willing so to agree.
Accordingly, in consideration of the Recitals and the terms and
conditions hereinafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Borrower and the
Administrative Agent hereby agree as follows:
1. Notwithstanding the notice provisions contained in Section 2.7(a) of
the Credit Agreement, effective upon the Amendment Effective Date (as
hereinafter defined) the Aggregate Revolving Credit Commitment Amount is
permanently reduced from $500,000,000 to $400,000,000.
2. The definition of "Applicable Fee Percentage" contained in Section
1.1 of the Credit Agreement is amended in its entirety to read as follows:
"APPLICABLE FEE PERCENTAGE": at all times during the
applicable period set forth below, with respect to (i) the
Facility Fee, the percentage set forth in the following table
under the heading "Facility Fee" and opposite such period, and
(ii) Letter of Credit Commissions, the percentage set forth in
the following table under the heading "Letter of Credit
Commissions" and opposite such period:
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======================================================================
WHEN THE FIXED CHARGE
COVERAGE RATIO IS
----------------------------------------------------------------------
LESS THAN OR AND GREATER LETTER OF CREDIT
EQUAL TO THAN FACILITY FEE COMMISSIONS
----------------------------------------------------------------------
1.35:1.00 0.500% 1.250%
----------------------------------------------------------------------
1.50:1.00 1.35:1.00 0.375% 1.125%
----------------------------------------------------------------------
1.65:1.00 1.50:1.00 0.375% 1.000%
----------------------------------------------------------------------
1.85:1.00 1.65:1.00 0.300% 0.825%
----------------------------------------------------------------------
1.85:1.00 0.300% 0.700%
======================================================================
Changes in the Applicable Fee Percentage resulting
from a change in the Fixed Charge Coverage Ratio shall be
based upon the Compliance Certificate most recently delivered
under Section 7.1(c) and shall become effective on the date
such Compliance Certificate is delivered to the Administrative
Agent and the Lenders. Notwithstanding anything to the
contrary contained in this definition, (i) if the Borrower
shall fail to deliver to the Administrative Agent and the
Lenders a Compliance Certificate on or prior to any date
required hereby, the Fixed Charge Coverage Ratio for purposes
of this definition only shall be deemed to be less than
1.35:1.00 from and including such date to the date of delivery
to the Administrative Agent and the Lenders of such Compliance
Certificate, and (ii) during the period commencing on the
Amendment Effective Date and ending on the date of delivery of
the Compliance Certificate for the fiscal quarter ended July
22, 2000, the Fixed Charge Coverage Ratio for purposes of this
definition only shall be deemed to be less than or equal to
1.50:1.00 and greater than 1.35:1.00 if the Fixed Charge
Coverage Ratio as reported in such Compliance Certificate is
greater than 1.35:100, but if such Ratio reported in such
Certificate is less than 1.35:100, the Ratio as so reported
shall prevail.
3. The definition of "Applicable Margin" contained in Section 1.1 of
the Credit Agreement is amended in its entirety to read as follows:
"APPLICABLE MARGIN": at all times during the
applicable period set forth below, with respect to the unpaid
principal balance of Eurodollar Advances, the percentage set
forth in the following table under the heading "Applicable
Margin" and opposite such period:
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==============================================================
WHEN THE FIXED CHARGE
COVERAGE RATIO IS
--------------------------------------------------------------
LESS THAN OR AND GREATER APPLICABLE
EQUAL TO THAN MARGIN
--------------------------------------------------------------
1.35:1.00 1.250%
--------------------------------------------------------------
1.50:1.00 1.35:1.00 1.125%
--------------------------------------------------------------
1.65:1.00 1.50:1.00 1.000%
--------------------------------------------------------------
1.85:1.00 1.65:1.00 0.825%
--------------------------------------------------------------
1.85:1.00 0.700%
==============================================================
Changes in the Applicable Margin resulting from a
change in the Fixed Charge Coverage Ratio shall be based upon
the Compliance Certificate most recently delivered under
Section 7.1(c) and shall become effective on the date such
Compliance certificate is delivered to the Administrative
Agent and the Lenders. Notwithstanding anything to the
contrary contained in this definition, (i) if the Borrower
shall fail to deliver to the Administrative Agent and the
Lenders a Compliance Certificate on or prior to any date
required hereby, the Fixed Charge Coverage Ratio for purposes
of this definition only shall be deemed to be less than
1.35:1.00 from and including such date to the date of delivery
to the Administrative Agent and the Lenders of such Compliance
Certificate, and (ii) during the period commencing on the
Amendment Effective Date and ending on the date of delivery of
the Compliance Certificate for the fiscal quarter ended July
22, 2000, the Fixed Charge Coverage Ratio for purposes of this
definition only shall be deemed to be less than or equal to
1.50:1.00 and greater than 1.35:1.00 if the Fixed Charge
Coverage Ratio as reported in such Compliance Certificate is
greater than 1.35:100, but if such Ratio reported in such
Certificate is less than 1.35:100, the Ratio as so reported
shall prevail.
4. The definition of "Indebtedness for Borrowed Money" contained in
Section 1.1 of the Credit Agreement is amended in its entirety to read as
follows:
"INDEBTEDNESS FOR BORROWED MONEY": as to any Person,
at a particular time, all items which constitute, without
duplication, (i) indebtedness for borrowed money, (ii)
indebtedness in respect of the deferred purchase price of
Property (other than trade payables incurred in the ordinary
course of business), (iii) indebtedness evidenced by notes,
bonds, debentures or similar instruments, (iv)
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Capital Lease Obligations, (v) all obligations of such Person
in respect of Capital Stock subject to mandatory redemption or
redemption at the option of the holder thereof, in whole or in
part, (vi) all Contingent Obligations of such Person in
respect of any of the foregoing, and (vii) the principal and
interest portions of all rental obligations of such Person
under any Synthetic Lease, tax retention operating lease,
off-balance sheet loan or similar off-balance sheet financing
product where such transaction is considered borrowed money
indebtedness for tax purposes but is classified as an
operating lease in accordance with GAAP.
5. The definition of "Leverage Ratio" contained in Section 1.1 of the
Credit Agreement is amended in its entirety to read as follows:
"LEVERAGE RATIO": as of the last day of any fiscal
quarter, the ratio of (i) Indebtedness for Borrowed Money of
the Borrower and its Subsidiaries determined on a Consolidated
basis in accordance with GAAP to (ii) the sum of (x)
Consolidated EBITDA for the period of four consecutive fiscal
quarters ending on such day PLUS (y) the principal and
interest portions of all rental obligations of such Person for
such period under any Synthetic Lease, tax retention operating
lease, off-balance sheet loan or similar off-balance sheet
financing product where such transaction is considered
borrowed money indebtedness for tax purposes but is classified
as an operating lease in accordance with GAAP.
6. The definition of "Material Subsidiary Group" contained in Section
1.1 of the Credit Agreement is hereby deleted.
7. The definitions of "Pricing Level", "Pricing Level I", "Pricing
Level II", "Pricing Level III", "Pricing Level IV" and "Pricing Level V"
contained in Section 1.1 of the Credit Agreement are hereby deleted.
8. The definition of "Loan Documents" contained in Section 1.1 of the
Credit Agreement is amended by adding the term "Guaranty" immediately after the
term "Reimbursement Agreements" therein.
9. The definition of "Special Counsel" contained in Section 1.1 of the
Credit Agreement is amended by substituting "Bryan Cave LLP" for "Emmet, Marvin
& Martin, LLP" therein.
10. The definition of "Swing Line Commitment Amount" contained in
Section 1.1 of the Credit Agreement is amended by substituting "$35,000,000" for
"$15,000,000" therein.
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11. The following definitions are added to Section 1.1 of the Credit
Agreement in their appropriate alphabetical order:
"AMENDMENT EFFECTIVE DATE": the date on which
Amendment No. 1 to this Agreement becomes effective.
"CONSOLIDATED TANGIBLE NET WORTH": as of any date,
Consolidated Net Worth as of such date MINUS all intangible
assets of the Borrower and its Subsidiaries on a Consolidated
basis as of such date.
"GATEWAY CAPITAL STOCK": the Capital Stock of the
Borrower purchased by Gateway Companies, Inc. or any Affiliate
thereof, including any Capital Stock into which the Capital
Stock originally purchased may be converted.
"GUARANTOR": any Person (other than the Borrower)
that executes and delivers the Guaranty, in each case in
accordance with Section 7.12.
"GUARANTY": the Guaranty, substantially in the form
of Exhibit N.
"INTERNET BUSINESS": the internet business currently
conducted by the Borrower as a division under the name
"officemax.com" or any successors or assigns thereof.
"LOAN PARTIES": the Borrower and the Guarantors.
"MATERIAL ENTITY": any Person described in clause (a)
or (b) below:
(a) any Subsidiary of the Borrower as to
which any of the following tests is met: (i) the Borrower and
its other Subsidiaries' investments in and advances to such
Subsidiary exceed 10% of the total assets of the Borrower and
its Subsidiaries on a Consolidated basis as of the last day of
the most recently completed fiscal quarter, (ii) such
Subsidiary's proportionate share of the total assets (after
intercompany eliminations) of the Borrower and its
Subsidiaries on a Consolidated basis exceeds 10% of the total
assets of the Borrower and its Subsidiaries on a Consolidated
basis as of the last day of the most recently completed fiscal
quarter, or (iii) the equity in the income from continuing
operations before income taxes, extraordinary items and the
cumulative effect of a
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change in accounting principles of such Subsidiary exceeds 10%
of such income of the Borrower and its Subsidiaries on a
Consolidated basis as of the last day of the most recently
completed fiscal quarter; or
(b) any Person in which the Borrower or any
of its Subsidiaries has an ownership interest (including,
without limitation, any Subsidiary of the Borrower or any
joint venture) and to whom the Borrower or any of its
Subsidiaries, directly or indirectly, transfers all or a
portion of the Internet Business.
"SYNTHETIC LEASE": any lease or other agreement for
the use or possession of Property creating obligations which
do not appear as Indebtedness on the balance sheet of the
lessee thereunder but which, upon the insolvency or bankruptcy
of such person, may be characterized as the Indebtedness of
such lessee without regard to the accounting treatment.
12. Section 1.2(b) of the Credit Agreement is amended by substituting
the phrase "(including for purposes of determining the Applicable Fee Percentage
and the Applicable Margin)" for the phrase "(including for purposes of
determining the applicable Pricing Level)" in the second sentence thereof.
13. Section 7.1(a) of the Credit Agreement is amended and restated in
its entirety to read as follows:
(a) FORM 10K. As soon as available, but in any event
within 95 days after the end of each fiscal year of the
Borrower, a copy of the annual audited financial statements of
the Borrower and its Subsidiaries, prepared on a Consolidated
basis in accordance with GAAP, and on a combined basis with
the Internet Business, as filed with the SEC. Such financial
statements shall be certified without qualification as to
going concern by the Accountants, which certification shall
(i) state that the examination by such Accountants in
connection with such financial statements has been made in
accordance with generally accepted auditing standards and,
accordingly, included such tests of the accounting records and
such other auditing procedures as were considered necessary in
the circumstances, and (ii) include the opinion of such
Accountants that such financial statements have been prepared
in accordance with GAAP in a manner consistent with prior
fiscal periods, except as otherwise specified in such opinion.
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14. Section 7.1 of the Credit Agreement is amended by adding a new
subsection (e) to the end thereof to read as follows:
(e) Within 50 days after the end of each fiscal
quarter (except the last fiscal quarter) of each fiscal year
of the Borrower, copies of unaudited financial statements with
respect to the Internet Business, prepared in accordance with
GAAP.
15. Section 7.11(a) of the Credit Agreement is amended in its entirety
to read as follows:
(a) FIXED CHARGE COVERAGE RATIO. Maintain a Fixed
Charge Coverage Ratio as of the end of each fiscal quarter
during the applicable period set forth below equal to or
greater than the ratio set forth below with respect to such
period:
=========================================================================
PERIOD RATIO
-------------------------------------------------------------------------
Amendment Effective Date through April 28, 2001 1.25:1.00
-------------------------------------------------------------------------
April 29, 2001 through January 26, 2002 1.35:1.00
-------------------------------------------------------------------------
January 27, 2002 and thereafter 1.45:1.00
=========================================================================
16. Section 7.11 of the Credit Agreement is further amended by adding a
new subsection (c) at the end thereof to read as follows:
(c) MINIMUM CONSOLIDATED TANGIBLE NET WORTH. Maintain
as of the last day of each fiscal quarter, Consolidated
Tangible Net Worth in an amount not less than the sum of (i)
$682,559,000, PLUS (ii) 50% of the Borrower's Consolidated net
income (if positive) for each full fiscal quarter ending after
January 22, 2000 to such date of determination PLUS (iii) any
increase to Consolidated Tangible Net Worth resulting from any
equity issuance by the Borrower after the Amendment Effective
Date MINUS (iv) any decrease to Consolidated Tangible Net
Worth resulting from repurchase or redemption of shares of
Capital Stock pursuant to the terms of the repurchased or
redeemed shares of Capital Stock.
17. The Credit Agreement is amended by adding a new Section 7.12 to
read as follows:
7.12 GUARANTY.
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Within 15 Business Days thereof, notify the
Administrative Agent in writing if any Person shall have
become a Material Entity and within 15 days thereof cause each
such Material Entity to execute and deliver to the
Administrative Agent a completed Guaranty (or, if the Guaranty
is then in effect, a Guaranty Supplement (as defined in the
Guaranty)) and to deliver or cause each such Material Entity
to deliver to the Administrative Agent such other agreements
certificates, instruments and opinions of counsel with respect
thereto as the Administrative Agent may request.
18. Section 8.1 of the Credit Agreement is amended in its entirety to
read as follows:
Permit any Subsidiary to create, incur, assume or
suffer to exist any liability for Indebtedness, except (i)
Intercompany Indebtedness to the extent permitted by Section
8.6(c), (ii) in the case of Domestic Subsidiaries, (A)
Indebtedness existing on the Effective Date as set forth on
Schedule 8.1, including refinancings but not increases
thereof, (B) any Indebtedness of a Person or business acquired
by a Domestic Subsidiary in a Permitted Acquisition, provided
that such Indebtedness existed at the time of such Permitted
Acquisition and was not incurred in contemplation thereof, and
(C) other Indebtedness in an aggregate outstanding principal
amount not exceeding $5,000,000, (iii) in the case of Foreign
Subsidiaries, Indebtedness (on a combined basis) at any one
time outstanding not in excess of 15% of Consolidated Net
Worth, (iv) Contingent Obligations not exceeding $5,000,000 in
the aggregate in respect of real Property leases that have
been assigned (which term shall also include new leases
entered into between a landlord and a third party in respect
of real Property being vacated by a Subsidiary) by a
Subsidiary, the terms of which assignment, or the landlord's
consent therefor or any such Contingent Obligation, require
the Subsidiary to remain liable for rent and other performance
in respect of the assigned lease and (v) obligations under
Synthetic Leases, if after giving effect thereto no Default
would exist.
19. Section 8.7 of the Credit Agreement is amended in its entirety to
read as follows:
Declare or pay any Restricted Payments payable in
cash or otherwise or apply any of its Property thereto or set
apart any sum
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therefor, or permit any of its Subsidiaries so to do, except
that: (i) a wholly owned Subsidiary may declare and pay
Restricted Payments to the Borrower, (ii) provided that no
Default would exist before or after giving effect thereto, the
Borrower may (A) declare and pay cash dividends on its common
Capital Stock, (B) repurchase shares of its common Capital
Stock solely from officers and employees in connection with
the ordinary operation of its compensation plans and (C)
repurchase or redeem shares of Gateway Capital Stock pursuant
to the terms thereof.
20. Section 9.1(c) the Credit Agreement is amended in its entirety to
read as follows:
(c) The failure of the Borrower to observe or perform
any covenant or agreement contained in Sections 2.9, 7.3,
7.11, 7.12 or Section 8 or the failure of any Guarantor to
perform any covenant or agreement contained in the Guaranty;
or
21. Section 9.1(d) of the Credit Agreement is amended by adding the
phrase "or any Guarantor" immediately following the word "Borrower" on the first
line thereof.
22. Sections 9.1(h) and (i) of the Credit Agreement are amended by
replacing the term "Material Subsidiary Group" in each place it appears in such
Sections with the term "Material Entity".
23. Section 9.1 the Credit Agreement is further amended by substituting
"; or" for the period at the end of subsection (k) and by adding a new
subsection (l) to read as follows:
(l) Any Loan Document shall cease, for any reason, to
be in full force and effect, or any Loan Party shall so assert
in writing or shall disavow any of its obligations thereunder.
24. Section 11.1(a) the Credit Agreement is amended by adding the
following clause immediately before the semicolon at the end thereof to read as
follows:
or (xiii) release any Material Entity from its
obligations under the Guaranty (except as expressly provided
in the Guaranty or as a result of the sale or other
disposition of the interest of the Borrower or any of its
Subsidiaries in such Material Entity in a transaction
permitted by this Agreement), or limit its liability in
respect of such Guaranty, provided that release of the
Internet Business shall require only the consent of the
Required Lenders
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25. Exhibit E in the form annexed hereto is substituted for Exhibit E
to the Credit Agreement.
26. Exhibit N in the form annexed hereto is added to the Credit
Agreement.
27. Paragraphs 1 - 26 of this Amendment shall not be effective until
the prior or simultaneous fulfillment of the following conditions:
(a) The Administrative Agent (or Special Counsel) shall have
received from the Borrower and Required Lenders either (i) a counterpart of this
Amendment signed on behalf of such party or (ii) written evidence satisfactory
to the Administrative Agent (which may include telecopy transmission of a signed
signature page of this Amendment) that such party has signed a counterpart of
this Amendment.
(b) The Administrative Agent shall have received a replacement
Swing Line Note in the principal amount of the Swing Line Commitment Amount as
amended by paragraph 9 of this Amendment.
(c) The Administrative Agent shall have received a certificate
of the Secretary or Assistant Secretary of the Borrower: (i) attaching a true
and complete copy of the resolutions of its Board of Directors authorizing this
Amendment in form and substance satisfactory to the Administrative Agent, (ii)
certifying that its certificate of incorporation and by-laws have not been
amended since July 3, 1997, or, if so, setting forth the same and (iii) setting
forth the incumbency of its officer or officers who may sign this Amendment,
including therein a signature specimen of such officer or officers.
(d) The Administrative Agent shall have received a favorable
written opinion (addressed to the Administrative Agent, the Issuing Bank, the
Swing Line Lender and the Lenders and dated the Amendment Effective Date) from
Baker & Hostetler, LLP on behalf of the Loan Parties, in form and substance
reasonably satisfactory to the Administrative Agent.
(e) The representations and warranties contained in the Loan
Documents shall be true and correct in all material respects (except to the
extent such representations and warranties specifically relate to an earlier
date) and no Default or Event of Default shall exist, and the Administrative
Agent shall have received a certificate of an officer of the Borrower, dated the
Amendment Effective Date, certifying to such effect.
(f) The Administrative Agent shall have received, for the
account of each Lender which approves this Amendment on or before the Amendment
Effective Date, an amendment fee equal to 0.125% of such Lender's Revolving
Credit Commitment Amount as reduced pursuant to Paragraph 1 of this Amendment.
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(g) All fees and expenses payable on the Amendment Effective
Date, including the reasonable fees and disbursements of Special Counsel
incurred to date, shall have been paid.
(h) The Administrative Agent shall have received such other
documents as it shall reasonably request.
28. The Borrower hereby (a) represents and warrants that all of the
representations and warranties contained in the Loan Documents true and correct
in all material respects with the same effect as though such representations and
warranties had been made on the date hereof, except to the extent such
representations and warranties specifically relate to an earlier date, in which
case such representations and warranties are true and correct on and as of such
earlier date, and (b) reaffirms and admits the validity and enforceability of
each Loan Document and all of the obligations of each Loan Party under such Loan
Document.
29. The Borrower hereby further represents and warrants that as of the
Amendment Effective Date, all of the Material Entities are listed on Schedule I
hereto.
30. In all other respects, the Loan Documents shall remain in full
force and effect, and no amendment in respect of any term or condition of any
Loan Document shall be deemed to be an amendment in respect of any other term or
condition contained in any Loan Document.
31. This Amendment may be executed in any number of counterparts all of
which, when taken together, shall constitute one agreement. In making proof of
this Amendment, it shall only be necessary to produce the counterpart executed
and delivered by the party to be charged.
32. THIS AMENDMENT IS BEING EXECUTED AND DELIVERED IN, AND IS INTENDED
TO BE PERFORMED IN, THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCEABLE
IN ACCORDANCE WITH, AND BE GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS, BUT INCLUDING SECTION
5-1401 OF THE GENERAL OBLIGATIONS LAW.
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AS EVIDENCE of the agreement by the parties hereto to the
terms and conditions herein contained, each such party has caused this Amendment
No. 1 to be executed on its behalf.
OFFICEMAX, INC.
By:/s/Jeffrey L. Rutherford
------------------------------
Name: Jeffrey L. Rutherford
----------------------------
Title: Executive Vice President,
Chief Financial Officer
---------------------------
13
OFFICEMAX, INC.
AMENDMENT NO. 1
---------------
THE BANK OF NEW YORK, as Administrative
Agent
By: /s/William M. Barnum
------------------------------
Name: William M. Barnum
----------------------------
Title: Vice President
---------------------------
CONSENTED TO AND AGREED:
THE BANK OF NEW YORK,
individually
By: /s/William M. Barnum
------------------------------
Name: William M. Barnum
----------------------------
Title: Vice President
---------------------------
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OFFICEMAX, INC.
AMENDMENT NO. 1
---------------
CONSENTED TO AND AGREED:
KEYBANK, N.A.
By: /s/Frank J. Jancar
------------------------------
Name: Frank J. Jancar
----------------------------
Title: Vice President
---------------------------
15
OFFICEMAX, INC.
AMENDMENT NO. 1
---------------
CONSENTED TO AND AGREED:
FIRST UNION NATIONAL BANK
By: /s/Joan L. Anderson
------------------------------
Name: Joan L. Anderson
----------------------------
Title: Vice President
---------------------------
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OFFICEMAX, INC.
AMENDMENT NO. 1
---------------
CONSENTED TO AND AGREED:
BANK OF AMERICA, N.A.
By: /s/Bridget Garavalia
------------------------------
Name: Bridget Garavalia
----------------------------
Title: Managing Director
---------------------------
17
OFFICEMAX, INC.
AMENDMENT NO. 1
---------------
CONSENTED TO AND AGREED:
BANK ONE, N.A.
By: /s/Debora K. Oberling
------------------------------
Name: Debora K. Oberling
----------------------------
Title: Vice President
---------------------------
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OFFICEMAX, INC.
AMENDMENT NO. 1
---------------
CONSENTED TO AND AGREED:
FIRST AMERICAN NATIONAL BANK
By: /s/ Jerry J. Watterworth
------------------------------
Name: Jerry J. Watterworth
----------------------------
Title: Senior Vice President
---------------------------
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OFFICEMAX, INC.
AMENDMENT NO. 1
---------------
CONSENTED TO AND AGREED:
MERCANTILE BANK, N.A.
By: /s/Stephen M. Reese
------------------------------
Name: Stephen M. Reese
----------------------------
Title: Vice Presient
---------------------------
20
OFFICEMAX, INC.
AMENDMENT NO. 1
---------------
CONSENTED TO AND AGREED:
FLEET NATIONAL BANK
By: /s/Kathleen A. Dimock
------------------------------
Name: Kathleen A. Dimock
----------------------------
Title: Vice President
---------------------------
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OFFICEMAX, INC.
AMENDMENT NO. 1
---------------
CONSENTED TO AND AGREED:
PNC BANK, NATIONAL ASSOCIATION
By:
------------------------------
Name:
----------------------------
Title:
---------------------------
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OFFICEMAX, INC.
AMENDMENT NO. 1
---------------
CONSENTED TO AND AGREED:
THE BANK OF TOKYO-MITSUBISHI, CHICAGO BRANCH
By: /s/Hisashi Miyashiro
------------------------------
Name: Hisashi Miyashiro
----------------------------
Title: Deputy General Manager
---------------------------
23
OFFICEMAX, INC.
AMENDMENT NO. 1
---------------
CONSENTED TO AND AGREED:
WELLS FARGO BANK, NA
By: /s/Razia Damji
------------------------------
Name: Razia Damji
----------------------------
Title: Vice President
---------------------------
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OFFICEMAX, INC.
AMENDMENT NO. 1
---------------
CONSENTED TO AND AGREED:
NATIONAL CITY BANK
By: /s/Janice E. Focke
------------------------------
Name: Janice E. Focke
----------------------------
Title: Vice President & Senior Lending Officer
---------------------------
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OFFICEMAX, INC.
AMENDMENT NO. 1
---------------
CONSENTED TO AND AGREED:
BANK OF HAWAII
By: /s/Donna R. Parker
------------------------------
Name: Donna R. Parker
----------------------------
Title: Vice President
---------------------------
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OFFICEMAX, INC.
AMENDMENT NO. 1
---------------
CONSENTED TO AND AGREED:
COMERICA BANK
By: /s/Jeffrey J. Judge
------------------------------
Name: Jeffrey J. Judge
----------------------------
Title: Vice President
---------------------------
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OFFICEMAX, INC.
AMENDMENT NO. 1
---------------
CONSENTED TO AND AGREED:
HUNTINGTON NATIONAL BANK
By: /s/Laura Conway
------------------------------
Name: Laura Conway
----------------------------
Title: Vice President
---------------------------
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OFFICEMAX, INC.
AMENDMENT NO. 1
---------------
CONSENTED TO AND AGREED:
SUNTRUST BANK, CENTRAL FLORIDA, N.A.
By: /s/Stephen L. Leister
------------------------------
Name: Stephen L. Leister
----------------------------
Title: Vice President
---------------------------
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OFFICEMAX, INC.
AMENDMENT NO. 1
---------------
CONSENTED TO AND AGREED:
THE DAI-ICHI KANGYO BANK, CHICAGO BRANCH
By: /s/John S. Sneed
------------------------------
Name: John S. Sneed
----------------------------
Title: Senior Vice President
---------------------------
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OFFICEMAX, INC.
AMENDMENT NO. 1
---------------
CONSENTED TO AND AGREED:
THE NORTHERN TRUST COMPANY
By: /s/Tracy J. Toulouse
------------------------------
Name: Tracy J. Toulouse
----------------------------
Title: Vice President
---------------------------
31
OFFICEMAX, INC.
AMENDMENT NO. 1
---------------
CONSENTED TO AND AGREED:
FIFTH THIRD BANK
By: /s/Roy C. Lanctot
------------------------------
Name: Roy C. Lanctot
----------------------------
Title: Vice President
---------------------------
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SCHEDULE I
LIST OF MATERIAL ENTITIES
-------------------------
None