Looking for an agreement? Search from over 1 million agreements now.

Indemnification Agreement

This is an actual contract by Officemax.
Browse the agreement preview below and buy the entire agreement for $35
Search This Document
INDEMNIFICATION AGREEMENT



THIS INDEMNIFICATION AGREEMENT, dated as of December 13, 2004 (this " Agreement "), is among WACHOVIA CORPORATION, a North Carolina corporation (" Wachovia "), LEHMAN BROTHERS HOLDINGS INC., a Delaware corporation (" Lehman Brothers ", and together with Wachovia, the " Guarantors "), OMX TIMBER FINANCE INVESTMENTS I, LLC, a Delaware limited liability company (the " Class A-1 Issuer "), OMX TIMBER FINANCE INVESTMENTS II, LLC, a Delaware limited liability company (the " Class A-2 Issuer ", and together with the Class A-1 Issuer, the " Issuers "), OFFICEMAX INCORPORATED, a Delaware corporation (" OfficeMax "), WACHOVIA CAPITAL MARKETS, LLC, a North Carolina limited liability company (" Wachovia Capital Markets ") and LEHMAN BROTHERS INC. (" Lehman Brothers Inc. ", and together with Wachovia Capital Markets, the " Initial Purchasers ").



The Class A-1 Issuer has duly authorized the sale of the Class A-1 Notes due 2019 (the " Class A-1 Notes "), and the Class A-2 Issuer has duly authorized and the Class A-2 Notes due 2019 (the " Class A-2 Notes " and together with the Class A-1 Notes, the " Offered Notes "). Each of the Issuers is a wholly-owned indirect subsidiary of OfficeMax Incorporated, a Delaware corporation (" OfficeMax ").



The Class A-1 Notes will be issued in an aggregate principal amount of approximately $735,000,000, and the Class A-2 Notes will be issued in an aggregate initial principal amount of $735,000,000. The Class A-1 Notes will be secured by the Indenture Collateral of the Class A-1 Issuer, and the Class A-2 Notes will be secured by the Indenture Collateral of the Class A-2 Issuer. The Class A-1 Notes will be issued pursuant to an Indenture, dated as of the date of this Agreement (the " Class A-1 Indenture "), between the Class A-1 Issuer and Wells Fargo Bank Northwest, N.A., as the Indenture Trustee (the " Indenture Trustee "). The Class A-2 Notes will be issued pursuant to an Indenture, dated as of the date of this Agreement (the " Class A-2 Indenture ", and together with the Class A-1 Indenture, the " Indentures "), between the Class A-2 Issuer and the Indenture Trustee. Capitalized terms not defined herein have the meanings assigned to them in the Indentures.



The Class A-1 Notes will be sold by the Class A-1 Issuer to Wachovia Capital Markets and the Class A-2 Notes will be sold by the Class A-2 Issuer to Lehman Brothers Inc. pursuant to the Purchase Agreement dated as of the date of this Agreement (the " Purchase Agreement ") between the Issuers, OfficeMax and the Initial Purchasers. The Initial Purchasers will offer the Offered Notes in transactions exempt from the registration requirements of the Securities Act of 1933, as amended (the " 1933 Act "), pursuant to a preliminary confidential offering memorandum dated December 8, 2004 (including any exhibits thereto and all information incorporated therein by reference, the " Preliminary Memorandum ") and a final confidential offering memorandum dated the date hereof (including any exhibits, amendments or supplements thereto and all information incorporated therein by reference, the " Final Memorandum ", and each of the Preliminary Memorandum and the Final Memorandum, a " Memorandum ") including a description of the terms of the Offered Notes, the terms of the offering, and a description of each Issuer, Wachovia and Lehman Brothers








The agreements of Wachovia and Lehman Brothers made herein are made to induce, and with the knowledge that they will be relied upon by, the Initial Purchasers, the Issuers and OfficeMax in connection with the issuance and the offering of the Offered Notes.





The parties hereto agree as follows:





Section 1. Indemnification .



(a) Wachovia represents and warrants that the Memorandum does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , however , that this representation and warranty is made only to the extent that information in the Memorandum is or is based upon Wachovia Information (as defined below) and only to the extent such information is contained in the sections of the Memorandum identified in clause (A) of this paragraph below. In addition, Wachovia shall indemnify and hold harmless each of the Initial Purchasers, the Issuers and OfficeMax, their respective directors and officers, and each other person who controls any such entity within the meaning of either Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934, as amended (the " 1934 Act "), against any and all expenses, losses, claims, damages and other liabilities, including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation (collectively, " Liabilities "), joint or several to which it or any of them may become subject under the 1933 Act, the 1934 Act, or other federal or state statutory law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact, or any omission or alleged omission to state therein a material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, but only insofar as such Liabilities arise out of or are based on information that relates solely to Wachovia (the " Wachovia Information "), and only to the extent such Wachovia Information is contained in (A) the Preliminary Memorandum or the Memorandum, as the case may be, under the heading "Available Information About Wachovia".



(b) Lehman Brothers represents and warrants that the Memorandum does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , however , that this representation and warranty is made only to the extent that information in the Memorandum is or is based upon Lehman Brothers Information (as defined below) and only to the extent such information is contained in the sections of the Memorandum identified in clause (A) of this paragraph below. In addition, Lehman Brothers shall indemnify and hold harmless each of the Initial Purchasers, the Issuers and OfficeMax, their respective directors and officers, and each other person who controls any such entity within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all Liabilities, joint or several to which it or any of them may become subject under the 1933 Act, the 1934 Act, or other federal or state statutory law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact, or any omission or alleged omission to state therein a material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, but only insofar as such Liabilities arise



2








out of or are b
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |