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Exhibit 10.1

Translation from French to English

 

 

 

SCHEDULE 1

 

AGREEMENT FOR THE FINANCING WITHOUT RECOURSE OF COMMERCIAL RECEIVABLES BY

SUBROGATORY TRANSFER



BETWEEN: OFFICE DEPOT BS , a French simplified limited company (SAS) with share capital of 148.568.500 €, whose registered office is located in SENLIS (60300), 126, avenue du Poteau, registered with the Trade and Companies Registry under number ° 324 559 970, hereinafter referred to as the Client,

AND: FORTIS COMMERCIAL FINANCE , a French simplified limited company (SAS) with share capital of € 33,865,055 whose registered office is located at 30, Quai de Dion Bouton, PUTEAUX (92800) registered with the Trade and Companies Registry under number 342 227 576, hereinafter referred to as FCF,

Article 1: Purpose / Scope of the agreement

 

The present Agreement allows the Client to obtain from FCF the financing, by subrogatory transfer without recourse, of any commercial receivables arising from its activity of supply of office products and furniture up to the amount specified at article 7.

To be eligible for the present Agreement, said receivables (the « Eligible Receivables ») must meet all the following criteria:

 

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Certain, liquid and denominated in euros,

 

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Corresponding to firm sales subject to effective deliveries or to achieved provision of services,

 

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For which payment terms are complying with the legal regulations in force and in any case, not exceeding 180 days following the invoice date,

 

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On all kind of debtors located in France metropolitan (excluding private individuals, debtors which are equally the Client’s suppliers of office furniture and articles, or Office-Depot group members).

The compliance with the conditions of eligibility of the transferred receivables is the Client’s responsibility, FCF not having any control to operate; it being clarified that the Client will communicate to FCF, on its demand, any document or any useful information in connection with the operations.

The Client refrains from entering into any agreement (mobilization of receivables, factoring or other) allowing a third party to come into competition with FCF with regards to the Eligible Receivables.

Article 2: Current account Agreement

 

The transactions handled pursuant to the present Agreement are recorded in a current account opened in the name of the Client in the books of FCF; the sums due by FCF as well as all sums due by the Client pursuant to the present Agreement are recorded in such current account (the "Current Account" ).

The reciprocal discounts, debts and receivables recorded in the Current Account constitute solely account entries, all such entries being indivisibly merged. Any debit balance arising from this merger will be immediately due and every credit balance will be immediately available.

The Client and FCF agree that the aforementioned reciprocal receivables and debts arising from the performance of the present Agreement are related and indivisible, in such a way that they constitute each other’s guarantee and do mutually set off with one another whereas the conditions required for legal compensation would not be met.

There may be opened as many sub-current-accounts in the name of the Client as necessary, which will all be part of the Current Account.

The Client’s Current Account does not contain any overdraft authorization. Should a debit position be attained, in particular in respect of the payment of any receivables held by FCF against the Client, FCF is entitled to claim immediately the repayment of the corresponding amounts to the Client.

FCF shall send monthly to the Client a Current Account statement. Each statement will be deemed to reflect the reality and the accuracy of the operations between the Client and FCF, except for obvious errors or motivated and justified disputes, notified by the Client to FCF within 60 days as from the notification date. Should the monthly comparing

 

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Translation from French to English

 

carried out by the Client between its subsidiary accounting of Receivables and the Current Account reveal any differences, the Client undertakes to proceed to all usual verifications and to inform FCF without delay of the results of its verifications.

The termination of the Agreement opens the closure period of the Current Account starting as from the date of notification of the termination. The definitive closure and the balance of the Current Account shall only be established subject to the settlement of all pending operations.

Article 3: Remittance of Receivables - Transfer of property

 

The Client transfers to FCF, on a weekly basis, and under a specification agreed by FCF, the list of the Eligible Receivables.

Transfer of title of the Eligible Receivables is made by means of conventional subrogation in accordance with article 1250-1° of the French Civil Code. By crediting the Current Account of the amount of the receivables transferred by the Client and which are listed in the summary forms, FCF becomes the sole holder of the title of the aforementioned receivables as a result and as from the day of their registration in the account. The amount of the transferred receivables is inscribed to the credit of the current account within 48 hours of the reception of the form at the latest.

To that effect, the Client shall sign upon the activation of the Agreement at the latest, a permanent subrogation form ( quittance subrogative permanente ) in favor of FCF, of which a template is appended to the present Agreement (Annex 3).

FCF is entitled to request at any time the provision of any document on the transferred receivables, in particular invoice, purchase orders (except for phone orders) and delivery notes. The Client has 30 days to deliver the documents. In particular instances, FCF may request the Client to do its best efforts to deliver the documents as soon as possible.

Article 4: Receivable management mandate

 

4-1: Purpose of Mandate

FCF hereby gives mandate to the Client to collect and receive payments regarding the transferred receivables. This mandate will not lead any obligation of payment from FCF; expenses and outlays of any kind will stay at the charge of the Client.

The procedures communicated by the Client to FCF during the diligences made prior to the signature of the present Agreement are attached to the Agreement. Any significant chang


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