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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
500 Staples Drive, Framingham, MA 01701,
(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
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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 uncondition
