ODP ODP Corporation

Amendment and Restatement of ABL Credit Agreement; Repayment of Existing Term Loans

On April 17, 2020 (the “Closing Date”), Office Depot, Inc. (“Office Depot” or the “U.S. Borrower”), Grand & Toy Limited/Grand & Toy Limitée (“G&T”) and CompuCom Canada Co. (“CompuCom” and, together with G&T, the “Canadian Borrowers,” and the U.S. Borrower and the Canadian Borrowers, collectively, the “Borrowers”) entered into a Third Amended and Restated Credit Agreement (the “Third Amended Credit Agreement”) with certain of its subsidiaries as borrowers and guarantors (the “Guarantors” and, together with the Borrowers, the “Loan Parties”), the several banks and other institutions parties thereto as Lenders, JPMorgan Chase Bank, N.A., as Administrative Agent (“JPMorgan” or the “Agent”), Wells Fargo Bank, National Association, Bank of America, N.A. and Truist Bank, as Syndication Agents, and Citizens Bank, N.A., Fifth Third Bank, National Association, PNC Bank, National Association, TD Bank, N.A., NYCB Specialty Finance Company, LLC, and U.S. Bank National Association, as Documentation Agents, which Third Amended Credit Agreement amends and restates the Second Amended and Restated Credit Agreement, dated as of May 13, 2016 (as previously amended and modified, the “Existing ABL Credit Agreement”), among Office Depot, the other borrowers and loan parties party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and US collateral agent, and the other parties thereto. The Third Amended Credit Agreement provides the Borrowers with a 5-year revolving loan facility (the “Revolving Loan Facility”) and a 5-year “first in, last out” term loan facility (the “FILO Term Loan Facility” and, together with the Revolving Loan Facility, the “New Facilities”) in the aggregate principal amount of up to $1.3 billion, each maturing on April 17, 2025 (the “Maturity Date”). As part of the closing of the Third Amended Credit Agreement, the Company made an initial draw in the amount of $400 million, of which amount, together with cash on hand, approximately $388 million was used to repay in full (the “Term Loan Repayment”) all amounts outstanding under the Credit Agreement, dated as of November 8, 2017 (as previously amended and amended and restated, the “Existing Term Loan Credit Agreement”), by and among Office Depot, the other loan parties party thereto, the lenders party thereto, Goldman Sachs Lending Partners LLC, as administrative agent and collateral agent, and the other parties party thereto, and to pay fees and expenses associated with the transactions in connection with the Third Amended Credit Agreement and Term Loan Repayment, and to repay approximately $66 million in other debt. Proceeds of the loans under the New Facilities are to be used for, with respect to loans under the Revolving Loan Facility (“Revolving Loans”), working capital needs and general corporate purposes, including the payment of fees and expenses associated with the transactions in connection with the Third Amended Credit Agreement and the Term Loan Repayment, and with respect to loans under the FILO Term Loan Facility (“FILO Term Loans”), to consummate the Term Loan Repayment.

The Third Amended Credit Agreement amends and restates the Existing ABL Credit Agreement to provide for borrowings under three facilities:

All Revolving Loans may be borrowed, repaid and reborrowed from time to time until the Maturity Date. The FILO Term Loans, once repaid, may not be reborrowed.

The Third Amended Credit Agreement also provides that the Borrowers may elect to increase the aggregate amount of commitments under the Revolving Loan Facility by up to $250 million, subject to certain terms and conditions set forth in the Third Amended Credit Agreement (including obtaining such increased commitments from existing or new lenders).

The Guarantors guarantee the obligations of the Borrowers under the New Facilities. All obligations under the New Facilities, including the obligations of the Guarantors under their respective guarantees, are secured by a lien on such Borrowers’ and such Guarantors’ accounts receivables, inventory, cash, cash equivalents, deposit accounts, intercompany loan rights, certain pledged notes, certain life insurance policies, certain related assets, certain real estate, and, in each case, the proceeds thereof (the “Collateral”).

Borrowings made pursuant to the Third Amended Credit Agreement will bear interest either, at the applicable Borrower’s option, at (i) the Alternate Base Rate (as defined in the Third Amended Credit Agreement) or (ii) the Adjusted LIBO Rate (as defined in the Third Amended Credit Agreement) plus, in either case, a certain margin (between 1.00% and 1.50% for Revolving Loans at the Alternate Base Rate and between 2.00% and 2.50% for Revolving Loans at the Adjusted LIBO Rate, and between 2.50% and 3.00% for FILO Term Loans at the Alternate Base Rate and between 3.50% and 4.00% for FILO Term Loans at the Adjusted LIBO Rate), based on the aggregate average availability under the Third Amended Credit Agreement.

The Third Amended Credit Agreement contains customary representations and warranties and affirmative and negative covenants, including limitations on indebtedness, liens, mergers, consolidations, liquidations and dissolutions, payments of restricted payments (including dividends), investments, loans, advances, guarantees, acquisitions, asset sales, swap agreements, optional payments and modifications of subordinated and other debt instruments (including the FILO Term Facility), transactions with affiliates, restrictive agreements, amendments of material documents, and use of proceeds relating to sanctions and anti-corruption laws, subject in certain instances to certain baskets and exceptions, as well as a springing financial covenant that is triggered when aggregate availability under the Revolving Loan Facility is below a certain threshold.

The Third Amended Credit Agreement contains customary events of default (subject, in certain instances, to certain grace and cure periods), including: nonpayment of principal when due; nonpayment of interest, fees or other amounts when due (excluding principal) for a period of 3 Business Days; material breach of representations and warranties by any Loan Parties; violation of any covenant or agreement of a Loan Party; a cross-default to any event of default (whether or not resulting in acceleration) under any other agreement governing material indebtedness of the Borrowers or any of the Guarantors; bankruptcy events; occurrence of certain ERISA and foreign pension events; material judgments rendered against a Loan Party; impairment of security interests in the Collateral; actual or asserted invalidity of the Third Amended Credit Agreement or other related transaction documents; occurrence of a change of control (as defined in the Third Amended Credit Agreement); or the termination or attempted termination of the guarantees or failure by the Guarantors to comply with the terms of their respective guaranty.

The foregoing description of the Third Amended Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amended Credit Agreement, a form of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.