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Exhibit 10.15
AMENDMENT NO. 2
to that certain
REVOLVING CREDIT AGREEMENT
dated as of June 21, 2002
AMENDMENT NO. 2 (this "AMENDMENT"), dated as of December 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 as follows:
(i) by deleting clause
(a) of the definition of "Consolidated EBIT"
and inserting the following in lieu thereof:
"(a)
all extraordinary and nonrecurring items of (i) income or
(ii) losses in an aggregate amount not to exceed $100,000,000
on
a cumulative basis from December 22, 2003, as determined in
accordance with GAAP"; and
(ii) by deleting the date "June 21, 2005" in the definition of
"Maturity Date" and inserting the date "June 21, 2006" in lieu
thereof.
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(iii) by inserting the following new definition in the
appropriate
alphabetical order:
"EXTENSION EFFECTIVE DATE. The date on which the Agent has
received the consent of the Lenders required to approve the
extension of the Maturity Date pursuant to Section 2.12 and
such
extension has become effective."
(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, 2004, request that the initial Maturity Date
be extended to a
specified date not later than June 21, 2007. 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,
2004 shall notify the Agent of such determination by November
21, 2004. 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 Lenders
with aggregate
Commitment Amounts of no less than $500,000,000 and no more
than
$700,000,000 (including the Replacement Lenders and any new
Lenders,
if applicable)
consent to the extension by so notifying the Agent in
writing on or
before January 31, 2005, the Maturity Date shall be extended,
effective as of
the Extension Effective Date, to the date requested by the
Borrower in its
notice but in any event not later than June 21, 2007, and
the definition
of Maturity Date shall be deemed to reflect such extension
for all purposes
hereof; PROVIDED that as of the Extension Effective Date,
(a) any Lender
who does not consent to such extension shall have its
Revolving Credit
Loan and all other amounts due hereunder and under the
other Loan
Documents repaid and its Commitment terminated, (b) the Total
Commitment shall
be reduced by the corresponding amount of the aggregate
Commitment
Amounts of any Lenders who do not consent to the extension, (c)
the Total
Commitment shall be increased by the corresponding amount of
additional
funding committed to by existing Lenders and/or new Lenders
acceptable to
the Agent; PROVIDED that the Total Commitment shall not
exceed
$700,000,000, (d) if the Total Commitment is reduced or
increased,
the Commitment
Percentages of the Lenders who consent to the extension
shall be
correspondingly adjusted, (e) if the Total Commitment is
reduced
or increased, SCHEDULE 1 shall be
automatically amended to reflect the
reduced or
increased Total Commitment, as applicable, and the
corresponding
changes to each
consenting Lender's Commitment Percentage, (f) each new
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Lender shall
make all (if any) such payments to the other Lenders as may be
necessary to
result in the Loans made by such new Lender being equal to
such new
Lender's Commitment Percentage of all Loans outstanding to the
Borrower as of
such date, (g) each new Lender shall have executed and
delivered to the
Agent an instrument of accession in form and substance
satisfactory to
the Agent, and (h) Notes shall be issued or amended and
such other
changes shall be made to the Loan Documents, as shall be
necessary to
reflect any such increase or decrease in the Total
Commitment."
(c)
Section 25.1 of the Credit Agreement is hereby amended by
inserting
the following sentence at the end of
Section 25.1:
"Notwithstanding
anything herein to the contrary, the Borrower, each Lender
and the Agent
(and each employee, representative, or other agent of each of
the foregoing
parties) may disclose to any and all Persons without
limitation of
any kind, the U.S. tax treatment and U.S. tax structure of
the transactions
contemplated hereby and all materials of any kind
(including
opinions or other tax analyses) that are provided to any of the
foregoing
parties relating to such U.S. tax treatment and U.S. tax
structure."
(d)
SCHEDULE 1 to the Credit Agreement is hereby deleted in its
entirety
and replaced with SCHEDULE 1 attached
hereto.
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 Lenders and the
Agent, shall be in full force and effect
and shall be in form and substance
satisfactory to the Lenders. The Agent
shall have received a fully executed copy
of this Amendment.
(b)
ASSIGNMENT AND ACCEPTANCE AGREEMEN
