OFFICE DEPOT INC, S-3/A, 1995-08-11

OFFICE DEPOT INC
S-3/A, 1995-08-11
MISCELLANEOUS SHOPPING GOODS STORES

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 11, 1995

REGISTRATION NO. 33-61417

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

---------------------

AMENDMENT NO. 1 TO

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------

OFFICE DEPOT, INC.
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C>
DELAWARE 59-2663954
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>

2200 OLD GERMANTOWN ROAD
DELRAY BEACH, FLORIDA 33445
(407) 278-4800
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

BARRY J. GOLDSTEIN
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
2200 OLD GERMANTOWN ROAD
DELRAY BEACH, FLORIDA 33445
(407) 265-4237
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

---------------------

COPIES TO:

<TABLE>
<S> <C>
WILLARD G. FRAUMANN, P.C. HOWARD G. GODWIN, JR.
KIRKLAND & ELLIS BROWN & WOOD
200 EAST RANDOLPH DRIVE ONE WORLD TRADE CENTER
CHICAGO, ILLINOIS 60601 NEW YORK, NEW YORK 10048
(312) 861-2038 (212) 839-5381
</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act of 1933, please check the following box. /X/

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<PAGE> 2

EXPLANATORY NOTE

This Amendment No. 1 to the Registration Statement on Form S-3
(Registration No. 33-61417) includes the Form of U.S. Purchase Agreement
(Exhibit 1.1), the Form of International Purchase Agreement (Exhibit 1.2) and
the Opinion of Kirkland & Ellis (Exhibit 5.1) which were omitted from the filing
of the Registration Statement on July 31, 1995.

<PAGE> 3

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following is a statement of estimated expenses of the issuance and
distribution of the securities being registered (other than underwriting
discounts and commissions), all of which are being paid by the registrant:

<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee....................... $169,416
NASD Filing Fee........................................................... 30,500
NYSE Listing Fees......................................................... 17,500
Blue Sky Fees and Expenses (including attorneys' fees and expenses)....... 10,000
Printing and Engraving Expenses........................................... 110,000
Transfer Agent and Registrar Fees and Expenses............................ 2,000
Accounting Fees and Expenses.............................................. 35,000
Legal Fees and Expenses................................................... 50,000
Miscellaneous Expenses.................................................... 25,584
--------
Total........................................................... $450,000
========
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The General Corporation law of the State of Delaware (the "Delaware Law")
permits indemnification of directors, employees and agents of corporations under
certain conditions and subject to certain limitations. Pursuant to the Delaware
Law, the Company has included in its Restated Certificate of Incorporation and
bylaws a provision to eliminate the personal liability of its directors for
monetary damages for breach or alleged breach of their duty of care to the
fullest extent permitted by Delaware Law and to provide that the Company shall
indemnify its directors and officers to the fullest extent permitted by the
Delaware Law. The Company believes that its charter and bylaw provisions are
necessary to attract and retain qualified persons as directors and officers.

The Company has obtained insurance policies under which the Company's
directors and officers are insured, within the limits and subject to the
limitations of the policies, against certain expenses in connection with the
defense of certain actions, suits or proceedings, and certain liabilities which
might be imposed as a result of certain actions, suits or proceedings, to which
they are parties by reason of being or having been such directors or officers.

ITEM 16. EXHIBITS.

See Index to Exhibits.

ITEM 17. UNDERTAKINGS.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses

II-1
<PAGE> 4

incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

The undersigned Registrant undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of a registration statement in reliance upon Rule 430A and contained in the
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of the
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

II-2
<PAGE> 5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Delray Beach, State of Florida, on
August 11, 1995.

OFFICE DEPOT, INC.

By: /s/ BARRY J. GOLDSTEIN
------------------------------------
Barry J. Goldstein
Executive Vice President

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed on August 11, 1995, by the
following persons in the capacities indicated:

<TABLE>
<CAPTION>
SIGNATURE CAPACITY
- --------------------------------------------- ----------------------------------------------

<C> <S>

Chairman of the Board and Chief Executive
*DAVID I. FUENTE Officer
- ---------------------------------------------
David I. Fuente

*BARRY J. GOLDSTEIN Executive Vice President -- Finance, Chief
- --------------------------------------------- Financial Officer and Secretary
Barry J. Goldstein

- --------------------------------------------- Director
Mark D. Begelman

*DENIS DEFFOREY Director
- ---------------------------------------------
Denis Defforey

*W. SCOTT HEDRICK Director
- ---------------------------------------------
W. Scott Hedrick

*JOHN B. MUMFORD Director
- ---------------------------------------------
John B. Mumford

*MICHAEL J. MYERS Director
- ---------------------------------------------
Michael J. Myers

*PETER J. SOLOMON Director
- ---------------------------------------------
Peter J. Solomon

*CYNTHIA COHEN TURK Director
- ---------------------------------------------
Cynthia Cohen Turk

*ALAN L. WURTZEL Director
- ---------------------------------------------
Alan L. Wurtzel
</TABLE>

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*By power of attorney

II-3
<PAGE> 6

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
- ------- ----------------------------------------------------------------------- ------------
<C> <S> <C> <C>
*1.1 -- Form of U.S. Purchase Agreement........................................
*1.2 -- Form of International Purchase Agreement...............................
Restated Certificate of Incorporation of the Company, as amended to
4.1 -- date................................................................... (1)
4.2 -- Bylaws of the Company.................................................. (2)
4.3 -- Form of certificate representing shares of Common Stock................ (2)
*5.1 -- Opinion of Kirkland & Ellis............................................
*23.1 -- Consent of Kirkland & Ellis (included in Exhibit 5.1)..................
**23.2 -- Consent of Deloitte & Touche LLP.......................................
**24.1 -- Power of Attorney (included as pages II-3 and II-4)....................
</TABLE>

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* Filed with this amendment.

** Previously filed.

(1) Incorporated by reference to the respective exhibit to the Company's Proxy
Statement for its 1995 Annual Meeting of Stockholders.
(2) Incorporated by reference to the respective exhibit to the Company's
Registration Statement No. 33-39473.

<PAGE> 1
EXHIBIT 1.1

12,400,000 SHARES

OFFICE DEPOT, INC.
(a Delaware corporation)

Common Stock
(Par Value $.01 Per Share)

U.S. PURCHASE AGREEMENT

August __, 1995

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
GOLDMAN, SACHS & CO.
PRUDENTIAL SECURITIES INCORPORATED
THE ROBINSON-HUMPHREY COMPANY, INC.
as U.S. Representatives of the several U.S. Underwriters
c/o Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
North Tower
World Financial Center
New York, New York 10281-1209

Dear Sirs:

Office Depot, Inc., a Delaware corporation (the "Company"), and
Fourcar B.V. (the "Seller"), an indirect wholly-owned subsidiary of Carrefour
S.A., confirm their respective agreements with Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., Prudential
Securities Incorporated, The Robinson-Humphrey Company, Inc. and each of the
other underwriters named in Schedule A hereto (collectively, the "U.S.
Underwriters", which term shall also include any underwriter substituted as
hereinafter provided in Section 10), for whom Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., Prudential
Securities Incorporated and The Robinson-Humphrey Company, Inc. are acting as
representatives (in such capacity, the "U.S. Representatives"), with respect to
(i) the sale by the Company and the purchase by the
<PAGE> 2
U.S. Underwriters, acting severally and not jointly, of 1,600,000 shares of
Common Stock, par value $.01 per share, of the Company (the "Common Stock") and
the sale by the Seller and the purchase by the U.S. Underwriters, acting
severally and not jointly, of 10,800,000 shares of Common Stock, as set forth
in said Schedule A and (ii) the grant by the Company to the U.S. Underwriters,
acting severally and not jointly, of the option described in Section 2(b)
hereof to purchase all or any part of up to 1,860,000 additional shares of
Common Stock to cover over-allotments. The aforesaid 1,600,000 shares of
Common Stock to be sold by the Company (the "Initial Primary U.S. Securities"),
the 10,800,000 shares of Common Stock to be sold by the Seller (the "Initial
Secondary U.S. Securities", and together with the Initial Primary U.S.
Securities, hereinafter referred to as the "Initial U.S. Securities") and all
or any part of the 1,860,000 shares of Common Stock subject to the option
described in Section 2(b) hereof (the "U.S. Option Securities") to be purchased
by the U.S. Underwriters are collectively hereinafter called the "U.S.
Securities".

It is understood that the Company and the Seller are concurrently
entering into an agreement dated the date hereof (the "International Purchase
Agreement") providing for the offering by the Company and the Seller of an
aggregate of 3,100,000 shares of Common Stock (the "Initial International
Securities") through arrangements with certain managers outside the United
States and Canada (the "Managers") for which Merrill Lynch International
Limited, Goldman Sachs International, Prudential-Bache Securities (U.K.) Inc.
and The Robinson-Humphrey Company, Inc. are acting as lead managers (the "Lead
Managers") and the grant by the Company to the Managers of an option to
purchase all or any part of up to 465,000 additional shares of Common Stock
(the "International Option Securities" and, together with the U.S. Option
Securities, the "Option Securities"). The Initial International Securities and
the International Option Securities are hereinafter called the "International
Securities".

The U.S. Underwriters and the Managers are hereinafter collectively
called the "Underwriters", the Initial U.S. Securities and the Initial
International Securities are hereinafter collectively called the "Initial
Securities", and the U.S. Securities and the International Securities are
hereinafter collectively called the "Securities".

The Company and the Seller understand that the Underwriters will
concurrently enter into an Intersyndicate Agreement of even date herewith (the
"Intersyndicate Agreement") providing for the coordination of certain
transactions among the Underwriters under the direction of Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated.

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<PAGE> 3
Prior to the purchase and public offering of the U.S. Securities by
the several U.S. Underwriters, the Company, the Seller and the U.S.
Representatives, acting on behalf of the several U.S. Underwriters, shall enter
into an agreement substantially in the form of Exhibit A hereto (the "U.S.
Pricing Agreement"). The U.S. Pricing Agreement may take the form of an
exchange of any standard form of written telecommunication between the Company,
the Seller and the U.S. Representatives and shall specify such applicable
information as is indicated in Exhibit A hereto. The offering of the U.S.
Securities will be governed by this Agreement, as supplemented by the U.S.
Pricing Agreement. From and after the date of the execution and delivery of
the U.S. Pricing Agreement, this Agreement shall be deemed to incorporate the
U.S. Pricing Agreement. The initial public offering price and the purchase
price with respect to the International Securities shall be set forth in a
separate instrument (the "International Pricing Agreement"), the form of which
is attached to the International Purchase Agreement.

The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (No. 33-61417) and related
preliminary prospectuses for the registration of the Securities under the
Securities Act of 1933 (the "1933 Act"), has filed such amendments thereto and
such amended preliminary prospectuses as may have been required to the date
hereof, and will file such additional amendments thereto and such amended
prospectuses as may hereafter be required.1 Such registration statement (as
amended) at the time it becomes effective, the prospectus constituting part of
the Registration Statement which relates to the U.S. Securities and the
prospectus constituting part of the Registration Statement which relates to the
International Securities (including in each case the information, if any,
incorporated by reference therein and the information, if any, deemed to be
part thereof pursuant to Rule 430A(b) of the rules and regulations of the
Commission under the 1933 Act (the "1933 Act Regulations")), as from time to
time amended or supplemented pursuant to the 1933 Act, are hereinafter referred
to as the "Registration Statement", the "U.S. Prospectus" and the
"International Prospectus", respectively, and the U.S. and International
Prospectuses are hereinafter together called "Prospectuses" and, each
individually, a "Prospectus", except that if any revised prospectus shall be
provided to the U.S.

__________________________________

1 Two forms of prospectus are to be used in connection with the offering
and sale of the Securities: one relating to the U.S. Securities (the
"U.S. Prospectus") and one relating to the International Securities
(the "International Prospectus").

3
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Underwriters or the Managers by the Company for use in connection with the
offering of the Securities which differs from the Prospectuses on file at the
Commission at the time the Registration Statement becomes effective (whether or
not such revised prospectus is required to be filed by the Company pursuant to
Rule 424(b) of the 1933 Act Regulations), the terms "U.S. Prospectus" and
"International Prospectus" shall refer to each such revised prospectus from and
after the time it is first provided to the U.S. Underwriters or the Managers,
as the case may be, for such use and if the Company files any documents
pursuant to Section 13 or 14 of the Securities Exchange Act of 1934, as amended
(the "1934 Act"), after the Registration Statement becomes effective and prior
to the termination of the offering of the Securities by the Underwriters, which
documents are deemed to be incorporated by reference into the Prospectuses, the
terms "U.S. Prospectus" and "International Prospectus" shall refer to said
prospectuses as supplemented by the documents so filed from and after the time
said documents are filed with the Commission. If the Company files a
registration statement to register a portion of the Securities and relies on
Rule 462(b) for such registration statement to become effective upon filing
with the Commission (the "Rule 462 Registration Statement"), then any reference
to "Registration Statement" herein shall be deemed to be to both the
registration statement referred to above (No. 33-61417) and the Rule 462
Registration Statement, as each such registration statement may be amended
pursuant to the 1933 Act.

The Company and the Seller understand that the U.S. Underwriters
propose to make a public offering of the Securities as soon as the U.S.
Representatives deem advisable after the Registration Statement becomes
effective and the U.S. Pricing Agreement has been executed and delivered. The
price per share for the International Securities to be purchased by the
Managers pursuant to the International Purchase Agreement shall be identical to
the price per share for the U.S. Securities to be purchased by the U.S.
Underwriters hereunder.

SECTION 1. Representations and Warranties. (a) The Company
represents and warrants to each U.S. Underwriter as of the date hereof and as
of the date of the U.S. Pricing Agreement (such latter date being hereinafter
referred to as the "U.S. Representation Date") as follows:

(i) The Prospectus, at the U.S. Representation Date (unless
the term "Prospectus" refers to a prospectus which has been provided
to the U.S. Underwriters and the Managers by the Company for use in
connection with the offering of the Securities which differs from the
Prospectus on file at the Commission at the time the Registration
Statement becomes effective, in which case at the time it is first
provided to

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the U.S. Underwriters and the Managers for such use) and at Closing
Time referred to in Section 2 hereof, will not include an untrue
statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided,
however, that the representations and warranties in this subsection
shall not apply to statements in or omissions from the Registration
Statement or Prospectus made in reliance upon and in conformity with
information furnished to the Company in writing by any U.S.
Underwriter through the U.S. Representatives expressly for use in the
Registration Statement or the Prospectuses.

(ii) The documents incorporated or deemed to be incorporated by
reference in the Prospectuses pursuant to Item 12 of Form S-3 under
the 1933 Act, at the time they were or hereafter are filed with the
Commission, complied and will comply in all material respects with the
requirements of the 1934 Act and the rules and regulations of the
Commission under the 1934 Act (the "1934 Act Regulations"), and, when
read together with the other information in the Prospectuses, at the
time the Registration Statement becomes effective, the Registration
Statement will comply in all material respects with the 1933 Act and
the 1933 Act Regulations and will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading, and any
further documents deemed to be incorporated by reference in the U.S.
Prospectus will, when they are filed with the Commission, comply in
all material respects with the requirements of the 1934 Act and the
1934 Act Regulations, and will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading.

(iii) The accountants who certified the financial statements and
supporting schedules included in the Registration Statement are
independent public accountants as required by the 1933 Act and the
1933 Act Regulations.

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with generally accepted accounting principles applied on a consistent
basis; and the supporting schedules included in the Registration
Statement present fairly the information required to be stated
therein.

(v) Since the respective dates as of which information is given
in the Registration Statement and the Prospectuses, except as
otherwise stated therein, (A) there has been no material adverse
change in the condition, financial or otherwise, or in the earnings,
business affairs or business prospects of the Company, whether or not
arising in the ordinary course of business, (B) there have been no
transactions entered into by the Company, other than those in the
ordinary course of business, which are material with respect to the
Company, and (C) there has been no dividend or distribution of any
kind declared, paid or made by the Company on any class of its capital
stock.

(vi) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State
of Delaware with corporate power and authority to own, lease and
operate its properties and to conduct its business as described in the
Prospectuses; and the Company is duly qualified as a foreign
corporation to transact business and is in good standing in each
jurisdiction in which such qualification is required, whether by
reason of the ownership or leasing of property or the conduct of
business, except where the failure to so qualify would not have a
material adverse effect on the condition, financial or otherwise, or
the earnings, business affairs or business prospects of the Company.

(vii) Each subsidiary of the Company has been duly incorporated
and is validly existing as a corporation in good standing under the
laws of the jurisdiction of its incorporation, has corporate power and
authority to own, lease and operate its properties and to conduct its
business and is duly qualified as a foreign corporation to transact
business and is in good standing in each jurisdiction in which such
qualification is required, whether by reason of the ownership or
leasing of property or the conduct of business, except where the
failure so to qualify would not have a material adverse effect on the
condition (financial or otherwise) or the earnings, business affairs
or business prospects of the Company and its subsidiaries considered
as one enterprise; all of the issued and outstanding capital stock of
each such subsidiary has been duly authorized and validly issued, is
fully paid and non-assessable and is owned by the Company, directly or
through subsidiaries, free and clear of any

6
<PAGE> 7
security interest, mortgage, pledge, lien, encumbrance or claim.

(viii) The authorized, issued and outstanding capital stock of the
Company is as set forth in the Prospectuses under the caption
"Capitalization", except for subsequent issuances, if any, pursuant to
reservations, agreements, employee benefit plans, the conversion of
the Company's Liquid Yield Option(TM) Notes due 2007 (Zero
Coupon-Subordinated) (the "2007 LYONs") or the Company's Liquid Yield
Option(TM) Notes due 2008 (Zero Coupon-Subordinated) (the "2008
LYONs") or the exercise or conversion of securities referred to in the
Prospectuses; the shares of issued and outstanding Common Stock of the
Company have been duly authorized and validly issued and are fully
paid and non-assessable; and the Common Stock conforms to all
statements relating thereto contained in the Prospectuses.

(ix) Neither the Company nor any of its subsidiaries is in
violation of its charter, or in default in the performance or
observance of any obligation, agreement, covenant or condition
contained in any contract, indenture, mortgage, loan agreement, note,
lease or other material instrument or agreement to which the Company
or any of its subsidiaries is a party or by which it or any of them
may be bound, or to which any of the property or assets of the Company
or any of its subsidiaries is subject, which default or defaults,
singly or in the aggregate, are material to the condition, financial
or otherwise, or the earnings, business affairs or business prospects
of the Company and its subsidiaries considered as one enterprise; and
the execution, delivery and performance of this Agreement and the U.S.
Pricing Agreement by the Company and the consummation by the Company
of the transactions contemplated herein and therein have been duly
authorized by all necessary corporate action and will not conflict
with or constitute a breach of, or default under, or result in the
creation or imposition of any lien, charge or encumbrance upon any
property or assets of the Company or any of its subsidiaries pursuant
to, any indenture, mortgage, loan agreement, note, lease or other
material instrument or material agreement to which the Company or any
of its subsidiaries is a party or by which it or any of them may be
bound, or to which any of the property or assets of the Company or any
of its subsidiaries is subject, nor will such action result in any
violation of the provisions of the charter or by-laws of the Company
or any applicable law, administrative regulation or administrative or
court decree.

(x) No labor dispute with the employees of the Company or any
of its subsidiaries exists or, to the knowledge of the

7
<PAGE> 8
Company, is imminent and the Company is not aware of any existing or
imminent labor disturbance by the employees of any of its principal
suppliers, manufacturers or contractors which might be expected to
result in any material adverse change in the condition, financial or
otherwise, or in the earnings, business affairs or business prospects
of the Company and its subsidiaries considered as one enterprise.

(xi) There is no action, suit or proceeding before or by any
court or governmental agency or body, domestic or foreign, now
pending, or, to the knowledge of the Company, threatened, against the
Company or any of its subsidiaries, which is required to be disclosed
in the Prospectus or which might result in any material adverse change
in the condition, financial or otherwise, or in the earnings, business
affairs or business prospects of the Company and its subsidiaries
considered as one enterprise, or which might materially and adversely
affect their respective properties or assets or which might materially
and adversely affect the consummation of this Agreement; all pending
legal or governmental proceedings to which the Company or any of its
subsidiaries is a party or of which any of their respective properties
or assets is the subject which are not described in the Registration
Statement, including ordinary routine litigation incidental to the
business, are, considered in the aggregate, not material; and there
are no contracts or documents of the Company which are required to be
filed as exhibits to the Registration Statement by the 1933 Act or by
the 1933 Act Regulations which have not been so filed.

(xii) The Company owns, possesses or has rights to, or can acquire
on reasonable terms, the patents, patent rights, licenses, inventions,
copyrights, know-how (including trade secrets and other unpatented
and/or unpatentable proprietary or confidential information, systems
or procedures), trademarks, service marks and trade names presently
employed by it in connection with the business now operated by it, and
the Company has not received any notice of infringement of or conflict
with asserted rights of others with respect to any of the foregoing
which, singly or in the aggregate, if the subject of an unfavorable
decision, ruling or finding is, or which, if such claim or
infringement or conflict has been settled, has been settled on terms
that are, reasonably likely to result in any material adverse change
in the condition, financial or otherwise, or in the earnings, business
affairs or business prospects of the Company.

(xiii) The Company possesses such certificates, authorities or
permits issued by the appropriate state, federal or foreign

8
<PAGE> 9
regulatory agencies or bodies necessary to conduct the business now
operated by it, and the Company has not received any notice of
proceedings relating to the revocation or modification of any such
certificate, authority or permit which, singly or in the aggregate, if
the subject of an unfavorable decision, ruling or finding, would
materially and adversely affect the condition, financial or otherwise,
or the earnings, business affairs or business prospects of the
Company.

(xiv) There are no business relationships or related-party
transactions of the nature described in Item 404 of Regulation S-K
involving the Company and any other persons referred to in said Item
404 that are required to be described or incorporated by reference in
the Prospectuses which have not been so described or incorporated by
reference.

(xv) No filing with or authorization, approval or consent of any
court or governmental authority or agency is necessary in connection
with the delivery and sale of the Securities hereunder, except such as
may be required under the 1933 Act, the 1933 Act Regulations, the 1934
Act, the 1934 Act Regulations or state securities laws.

(xvi) The Initial Securities have been duly authorized and validly
issued, and are fully paid and non-assessable; the Initial Primary
U.S. Securities and the Option Securities have been duly authorized
for issuance and sale pursuant to this Agreement and, when issued and
delivered by the Company pursuant to this Agreement, against payment
of the consideration set forth in the Pricing Agreement, will be duly
and validly issued and fully paid and non-assessable; the issuance of
the Initial Primary U.S. Securities and the Option Securities is not
subject to preemptive or other similar rights that have not been
waived; and the Common Stock conforms to all statements relating
thereto contained in the Prospectus.

(xvii) This Agreement and the International Purchase Agreement have
been, and, at the U.S. Representation Date, the U.S. Pricing Agreement
and the International Pricing Agreement will have been, duly
authorized, executed and delivered by the Company.

(xviii) [The Company has obtained and delivered to the U.S.
Representatives the agreements of the persons named in Schedule B
annexed hereto to the effect that each such person will not, for a
period of days from the date hereof indicated in such Schedule B and
except as otherwise provided therein, without the U.S.
Representatives' prior written consent,

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<PAGE> 10
directly or indirectly, offer to sell, grant any option for the sale
of, or otherwise dispose of, any shares of Common Stock or any
securities convertible into or exercisable for Common Stock owned by
such person or entity or with respect to which such person has the
power of disposition, with such exceptions as the U.S.
Representatives deem acceptable.]

(xix) [No holder of securities of the Company other than the
Seller, has rights to the registration of securities of the Company
because of the filing of the registration statement.]

(b) The Seller represents and warrants to, and agrees with, the
Company and each U.S. Underwriter as of the date hereof and as of the U.S.
Representation Date as follows:

(i) The execution and delivery of this Agreement, the U.S.
Pricing Agreement, the International Purchase Agreement and the
International Pricing Agreement and the consummation of the
transactions herein and therein contemplated will not result in a
breach by the Seller of, or constitute a default by the Seller under,
any material indenture, deed of trust, contract or other agreement or
instrument or any decree, judgment or order to which the Seller is a
party or by which the Seller may be bound.

(ii) The Seller or its nominee is and will be, at Closing Time
referred to in Section 2(c), the sole registered holder of title to
the U.S. Securities to be sold by the Seller hereunder, free and clear
of any pledge, lien, security interest, encumbrance, claim or equity,
created by or arising through the Seller other than pursuant to this
Agreement; the Seller has full right, power and authority to sell,
transfer and deliver the U.S. Securities to be sold by the Seller
hereunder; and upon delivery of the U.S. Securities to be sold by the
Seller hereunder and payment of the purchase price therefor as herein
contemplated, each of the U.S. Underwriters will receive all of the
Seller's interest in its ratable share of the U.S. Securities
purchased by it from the Seller, free and clear of any pledge, lien,
security interest, encumbrance, claim or equity.

(iii) The Seller has duly executed and delivered, in the form
heretofore furnished to the U.S. Underwriters, a power of attorney
and custody agreement (the "U.S. Power of Attorney and Custody
Agreement") with Yves Sisteron, as the attorney-in-fact and the
custodian (the "Attorney-in-Fact" or the "Custodian", as the case may
be); the Attorney-in-Fact is authorized to execute and deliver this
Agreement, the U.S.

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<PAGE> 11
Pricing Agreement and the certificates referred to in Section 5(d) or
that may be required pursuant to Section 5(h) on behalf of the Seller,
to determine the purchase price to be paid by the U.S. Underwriters to
the Seller as provided in Section 2(a) hereof, to authorize the
delivery of the U.S. Securities to be sold by the Seller hereunder, to
duly endorse (in blank or otherwise) the certificate or certificates
representing such U.S. Securities, to accept payment therefor, and
otherwise to act on behalf of the Seller in connection with this
Agreement and the U.S. Pricing Agreement.

(iv) Assuming that the Registration Statement has been declared
effective by the Commission, all authorizations, approvals and
consents (except such as may be required under the 1933 Act or the
1933 Act Regulations or state securities laws, as to which the Seller
makes no representation) necessary for the valid execution and
delivery by the Seller of the U.S. Power of Attorney and Custody
Agreement and the International Power of Attorney and Custody
Agreement, the execution and delivery by or on behalf of the Seller of
this Agreement, the U.S. Pricing Agreement, the International Purchase
Agreement and the International Pricing Agreement, have been obtained
and are in full force and effect; and the Seller has the full right,
power and authority to enter into this Agreement, the U.S. Pricing
Agreement, the International Purchase Agreement and the International
Pricing Agreement and such U.S. Power of Attorney and Custody
Agreement and International Power of Attorney and Custody Agreement
and to sell, transfer and deliver the Securities to be sold by the
Seller hereunder.

(v) The Seller will deliver to the U.S. Representatives its
agreement to the effect that the Seller will not, for a period of 90
days from the date hereof and except as otherwise provided therein,
without the prior written consent of the U.S. Representatives,
directly or indirectly, offer to sell, grant any option for the sale
of, or otherwise dispose of, any Common Stock of the Company or any
securities convertible into or exercisable for Common Stock of the
Company owned by the Seller or with respect to which the Seller has
the power of disposition, other than to the U.S. Underwriters pursuant
to this Agreement or the Managers pursuant to the International
Purchase Agreement.

(vi) The Seller has not taken, and will not take, directly or
indirectly, any action which is designed to or which has constituted
or which might reasonably be expected to cause or result in
stabilization or manipulation of the price

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<PAGE> 12
of any security of the Company to facilitate the sale or exercise of the
Securities.

(vii) Certificates in negotiable form for all Securities to be
sold by the Seller hereunder and under the International Purchase
Agreement have been or will be placed in custody with the Custodian by
or for the benefit of the Seller for the purposes of effecting
delivery by the Seller hereunder and under the International Purchase
Agreement.

(viii) No stamp duty or similar tax or duty is payable by or
on behalf of the Underwriters in connection with the sale and delivery
of the Securities as contemplated by this Agreement, the U.S. Pricing
Agreement, the International Underwriting Agreement and the
International Pricing Agreement.

(c) Any certificate signed by any officer of the Company and
delivered to the U.S. Representatives or to counsel for the U.S. Underwriters
shall be deemed a representation and warranty by the Company to each U.S.
Underwriter as to the matters covered thereby; and any certificate signed by or
on behalf of the Seller and delivered to the U.S. Representatives or to
counsel for the U.S. Underwriters shall be deemed a representation and warranty
by the Seller to each U.S. Underwriter as to matters covered thereby.

SECTION 2. Sale and Delivery to U.S. Underwriters; Closing.

(a) On the basis of the representations and warranties herein
contained and subject to the terms and conditions herein set forth, (i) the
Company agrees to sell to each U.S. Underwriter, severally and not jointly, and
each U.S. Underwriter, severally and not jointly, agrees to purchase from the
Company, at the price per share as set forth in the U.S. Pricing Agreement,
that proportion of the 1,600,000 Initial Primary U.S. Securities which the
number of Initial U.S. Securities set forth in Schedule A opposite the name of
such U.S. Underwriter (plus any additional number of Initial Primary U.S.
Securities which such U.S. Underwriter may become obligated to purchase
pursuant to the provisions of Section 10 hereof) bears to the total number of
Initial U.S. Securities, and (ii) the Seller agrees to sell to each U.S.
Underwriter, severally and not jointly, and each U.S. Underwriter, severally
and not jointly, agrees to purchase from the Seller, at such price per share
set forth in the U.S. Pricing Agreement, that proportion of the 10,800,000
Initial Secondary U.S. Securities which the number of Initial U.S. Securities
set forth in Schedule A opposite the name of such U.S. Underwriter (plus any
additional number of Initial Secondary U.S. Securities which such U.S.
Underwriter may become obligated to purchase pursuant to the provisions of
Section

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<PAGE> 13
10 hereof) bears to the total number of Initial U.S. Securities, subject, in
each case, to such adjustments as the U.S. Underwriters in their discretion
shall make to eliminate any sales or purchases of fractional shares.

(1) If the Company has elected not to rely upon Rule 430A under the
1933 Act Regulations, the initial public offering price and the purchase price
per share to be paid by the several U.S. Underwriters for the Securities have
each been determined and set forth in the U.S. Pricing Agreement, dated the
date hereof, and an amendment to the Registration Statement and the
Prospectuses containing such information will be filed before the Registration
Statement becomes effective.

(2) If the Company has elected to rely upon Rule 430A of the 1933 Act
Regulations, the purchase price per share to be paid by the several U.S.
Underwriters for the U.S. Securities shall be an amount equal to the initial
public offering price, less an amount per share to be determined by agreement
between the U.S. Representatives, the Company and the Seller. The initial
public offering price per share of the U.S. Securities shall be a fixed price
to be determined by agreement between the U.S. Representatives, the Company and
the Seller. The initial public offering price and the purchase price, when so
determined, shall be set forth in the U.S. Pricing Agreement. In the event
that such prices have not been agreed upon and the U.S. Pricing Agreement has
not been executed and delivered by all parties thereto by the close of business
on the fourteenth business day following the date of this Agreement, this
Agreement shall terminate forthwith, without liability of any party to any
other party, unless otherwise agreed to by the U.S. Representatives, the
Company and the Seller. For purposes of this Agreement, the term "business
day" means a day on which the New York Stock Exchange is open for business.

(b) In addition, on the basis of the representations and warranties
herein contained and subject to the terms and conditions herein set forth, the
Company hereby grants an option to the U.S. Underwriters, severally and not
jointly, to purchase up to an additional 1,860,000 shares of Common Stock at
the price per share set forth in the U.S. Pricing Agreement. The option
hereby granted will expire 30 days after (i) the date the Registration
Statement becomes effective, if the Company has elected not to rely on Rule
430A under the 1933 Act Regulations, or (ii) the U.S. Representation Date, if
the Company has elected to rely upon Rule 430A under the 1933 Act Regulations,
and may be exercised in whole or in part only for the purpose of covering
over-allotments which may be made in connection with the offering and
distribution of the Initial U.S. Securities upon notice by the U.S.
Representatives to the Company setting forth the number of U.S. Option
Securities as

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<PAGE> 14
to which the several U.S. Underwriters are exercising the option and the time
and date of payment for and delivery of such U.S. Option Securities. Such time
and date of delivery for the U.S. Option Securities (the "Date of Delivery")
shall be determined by the U.S. Representatives, but shall not be, unless
otherwise agreed upon by the U.S. Representatives and the Company, later than
three full business days after the exercise of said option, and in no event
prior to Closing Time, as hereinafter defined. If the option is exercised as
to all or any portion of the U.S. Option Securities, each of the U.S.
Underwriters, acting severally and not jointly, will purchase that proportion
of the number of U.S. Option Securities being purchased that the number of
Initial U.S. Securities set forth in Schedule A opposite the name of such U.S.
Underwriter bears to the total number of Initial U.S. Securities.

(c) Payment of the purchase price for, and delivery of certificates
for, the Initial Securities shall be made at the offices of Brown & Wood, One
World Trade Center, New York, New York 10048, or at such other place as shall
be agreed upon by the Company, the Seller and the U.S. Representatives, at
10:00 A.M. on the third business day (unless postponed in accordance with the
provisions of Section 10) following the date the Registration Statement becomes
effective (or, if the Company has elected to rely upon Rule 430A under the 1933
Act Regulations, the third business day after the U.S. Representation Date or,
if the Pricing Agreement is executed subsequent to 4:30 P.M. on the date of
such Agreement, on the fourth business day after the U.S. Representation Date),
or such other time not later than ten business days after such date as shall be
agreed upon by the Company, the Seller and the U.S. Representatives (such time
and date of payment and delivery being herein called "Closing Time"). In
addition, in the event that any or all of the U.S. Option Securities are
purchased by the U.S. Underwriters, payment of the purchase price, and delivery
of certificates, for such U.S. Option Securities shall be made at the
above-mentioned offices of Brown & Wood, or at such other place as shall be
agreed upon by the U.S. Representatives and the Company on the Date of Delivery
as specified in the notice from the U.S. Representatives to the Company.
Payment shall be made to the Seller (with respect to the Initial Secondary U.S.
Securities sold by the Seller) and the Company (with respect to the Initial
Primary U.S. Securities sold by the Company and the U.S. Option Securities) by
certified or official bank check or checks drawn in New York Clearing House or
similar next day funds payable to the order of the Seller or the Company, as
the case may be, against delivery to the U.S. Representatives for the
respective accounts of the U.S. Underwriters of certificates for such Initial
U.S. Securities and U.S. Option Securities to be purchased by them hereunder.
Certificates for the Initial U.S. Securities and U.S. Option Securities shall
be in such denominations and registered in such names as the

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<PAGE> 15
U.S. Representatives may request in writing at least two business days before
Closing Time or the Date of Delivery, as the case may be. It is understood
that each U.S. Underwriter has authorized the U.S. Representatives, for its
account, to accept delivery of, receipt for, and make payment of the purchase
price for, the Initial U.S. Securities and the U.S. Option Securities which it
has agreed to purchase. The U.S. Representatives, individually and not as U.S.
Representatives, may (but shall not be obligated to) make payment of the
purchase price for the Initial U.S. Securities or the U.S. Option Securities to
be purchased by any U.S. Underwriter whose check has not been received by
Closing Time or the Date of Delivery, as the case may be, but such payment
shall not relieve such U.S. Underwriter from its obligations hereunder. The
certificates for the Initial U.S. Securities and the U.S. Option Securities
will be made available for examination and packaging by the U.S.
Representatives not later than 10:00 A.M. on the last business day prior to
Closing Time or the Date of Delivery, as the case may be, at the offices of the
transfer agent for the Common Stock in New York City.

SECTION 3. Covenants of the Company. The Company covenants with each
U.S. Underwriter as follows:

(a) The Company will notify the U.S. Representatives immediately, and
confirm the notice in writing, (i) of the effectiveness of the Registration
Statement and any amendment thereto (including any post-effective amendment),
(ii) of the receipt of any comments from the Commission, (iii) of any request
by the Commission for any amendment to the Registration Statement or any
amendment or supplement to the Prospectuses or for additional information, (iv)
of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or any order preventing or
suspending the use of any preliminary prospectus, or the initiation of any
proceedings for that purpose, and (v) of the suspension of the qualification of
the Securities for offering or sale in any jurisdiction, or the initiation or
threatening of any proceedings for any such purpose. The Company will make
every reasonable effort to prevent the issuance of any stop order and, if any
stop order is issued, to obtain the lifting thereof at the earliest possible
moment.

(b) The Company will give the U.S. Representatives notice of its
intention to file or prepare any amendment to the Registration Statement
(including any post-effective amendment) or any amendment or supplement to the
Prospectuses (including any revised prospectus that the Company proposes for
use by the U.S. Underwriters in connection with the offering of the Securities
which differs from the prospectus on file at the Commission at the time the
Registration Statement becomes effective, whether or not such

15
<PAGE> 16
revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933
Act Regulations), will furnish the U.S. Representatives with copies of any
such amendment or supplement a reasonable amount of time prior to such proposed
filing or use, as the case may be, and will not file any such amendment or
supplement or use any such prospectus to which the U.S. Representatives or
counsel for the U.S. Underwriters shall reasonably object in writing.

(c) The Company will deliver to the U.S. Representatives five signed
copies of the Registration Statement as originally filed and of each amendment
thereto (including exhibits filed therewith) and will also deliver to the U.S.
Representatives conformed copies of the Registration Statement as originally
filed and of each amendment thereto (without exhibits) and of documents
incorporated by reference into the U.S. Prospectus pursuant to Item 12 of Form
S-3 under the 1933 Act for each of the U.S. Underwriters.

(d) The Company will furnish to each U.S. Underwriter, from time to
time during the period when the U.S. Prospectus is required to be delivered
under the 1933 Act or the 1934 Act, such number of copies of the U.S.
Prospectus (as amended or supplemented) as such U.S. Underwriter may reasonably
request for the purposes contemplated by the 1933 Act or the 1934 Act or the
1933 Act Regulations or the 1934 Act Regulations.

(e) The Company, during the period when a prospectus relating to the
Securities is required to be delivered under the 1933 Act, will timely file all
documents required to be filed with the Commission pursuant to Section 13 or 14
of the 1934 Act subsequent to the time the Registration Statement becomes
effective.

(f) If any event shall occur as a result of which it is necessary, in
the opinion of the Company or counsel for the U.S. Underwriters, to amend or
supplement the U.S. Prospectus in order to make the U.S. Prospectus not
misleading in the light of the circumstances existing at the time it is
delivered to a purchaser, the Company will forthwith amend or supplement the
U.S. Prospectus (in form and substance satisfactory to counsel for the U.S.
Underwriters) so that, as so amended or supplemented, the U.S. Prospectus will
not include an untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the
circumstances existing at the time it is delivered to a purchaser, not
misleading, and the Company will furnish to the U.S. Underwriters a reasonable
number of copies of such amendment or supplement.

(g) The Company will endeavor, in cooperation with the U.S.
Underwriters, to qualify the Securities for offering and sale under the
applicable securities laws of such states and other

16
<PAGE> 17
jurisdictions of the United States as the U.S. Representatives may designate;
provided, however, that no such qualification shall be required in any
jurisdiction in which, as a result thereof, the Company would be subject to
taxation (and in which the Company is not currently so subject) or the
obligation to file any general consent to service of process or to qualify as a
foreign corporation in any jurisdiction in which it is not so qualified. In
each jurisdiction in which the Securities have been so qualified, the Company
will file such statements and reports as may be required by the laws of such
jurisdiction to continue such qualification in effect for a period of not less
than one year from the effective date of the Registration Statement.

(h) The Company will make generally available to its security holders
as soon as practicable, but not later than 90 days after the close of the
period covered thereby, an earnings statement (in form complying with the
provisions of Rule 158 of the 1933 Act Regulations) covering a twelve month
period beginning not later than the first day of the Company's fiscal quarter
next following the "effective date" (as defined in said Rule 158) of the
Registration Statement.

(i) If, at the time that the Registration Statement becomes
effective, any information shall have been omitted therefrom in reliance upon
Rule 430A of the 1933 Act Regulations, then immediately following the execution
of the U.S. Pricing Agreement, the Company will prepare, and file or transmit
for filing with the Commission in accordance with such Rule 430A and Rule
424(b) of the 1933 Act Regulations, copies of the amended Prospectuses, or, if
required by such Rule 430A, a post-effective amendment to the Registration
Statement (including the amended Prospectuses), containing all information so
omitted.

(j) During a period of 90 days from the date hereof, the Company and
the Seller will not, without the prior written consent of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, directly or indirectly, sell, offer to
sell, grant any option for the sale of, or otherwise dispose of, any Common
Stock or any security that constitutes the right to receive Common Stock,
except, with respect to the Company, for Common Stock issued pursuant to
employee or director benefit plans or upon the conversion of the 2007 LYONs or
the 2008 LYONs.

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<PAGE> 18
certificates for the U.S. Securities, (iii) the delivery of the U.S. Securities
to the U.S. Underwriters, but not including the payment of any stock transfer
taxes, transaction taxes, stamp duties and similar taxes, if any, payable upon
the sale of the U.S. Securities being sold by the Seller to the U.S.
Underwriters, which expense shall be borne by the Seller (it being understood
that the U.S. Underwriters will pay any New York stock transfer tax and the
Seller will reimburse the U.S. Underwriters for carrying costs if such transfer
taxes are not rebated on the date of payment), (iv) the fees and disbursements
of the Company's counsel and accountants, (v) the qualification of the U.S.
Securities under securities laws in accordance with the provisions of Section
3(g), including filing fees and the reasonable fees and disbursements of
counsel for the U.S. Underwriters in connection therewith and in connection
with the preparation of the Blue Sky Survey and any supplement thereto, (vi)
the printing and delivery to the U.S. Underwriters of copies of the
Registration Statement as originally filed and of each amendment thereto, of
the preliminary prospectuses, and of the Prospectuses and any amendments or
supplements thereto, (vii) the printing and delivery to the U.S. Underwriters
of copies of the Blue Sky Survey, (viii) the filing fees associated with the
filing for review of the offering with the National Association of Securities
Dealers, Inc. (the "NASD") and (ix) the fees and expenses of the transfer
agent.

If this Agreement is terminated by the U.S. Representatives in
accordance with the provisions of Section 5, Section 9(a)(i) or Section 11, the
Company shall reimburse the U.S. Underwriters for all of their out-of-pocket
expenses, including the reasonable fees and disbursements of counsel for the
U.S. Underwriters.

Nothing contained in this Agreement shall be deemed to be an
undertaking by the Company to pay any underwriting discount attributable to any
of the Initial Secondary U.S. Securities, which underwriting discount shall be
borne by the Seller.

SECTION 5. Conditions of the U.S. Underwriters' Obligations. The
obligations of the several U.S. Underwriters hereunder are subject to the
accuracy of the representations and warranties of the Company and the Seller
herein contained, to the performance by the Company and the Seller of their
respective obligations hereunder, and to the following further conditions:

(a) The Registration Statement shall have become effective not later
than 5:30 P.M. on the date hereof, or with the consent of the U.S.
Representatives, at a later time and date, not later, however, than 5:30 P.M.
on the first business day following the date hereof, or at such later time and
date as may be approved by a majority in interest of the U.S. Underwriters; and
at Closing

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<PAGE> 19
Time no stop order suspending the effectiveness of the Registration Statement
shall have been issued under the 1933 Act or proceedings therefor initiated or
threatened by the Commission. If the Company has elected to rely upon Rule
430A of the 1933 Act Regulations, the price of the Securities and any
price-related information previously omitted from the effective Registration
Statement pursuant to such Rule 430A shall have been transmitted to the
Commission for filing pursuant to Rule 424(b) of the 1933 Act Regulations
within the prescribed time period, and prior to Closing Time the Company shall
have provided evidence satisfactory to the U.S. Representatives of such timely
filing, or a post-effective amendment providing such information shall have
been promptly filed and declared effective in accordance with the requirements
of Rule 430A under the 1933 Act Regulations.

(b) At Closing Time, the U.S. Representatives shall have received:

(1) The favorable opinion, dated as of Closing Time, of
Kirkland & Ellis, counsel for the Company, in form and substance
satisfactory to counsel for the U.S. Underwriters, to the effect that:

(i) the Company is validly existing as a corporation in
good standing under the laws of the State of Delaware, with
corporate power to carry on the business which it now carries
on as stated in the Prospectus and to own, lease and operate
the properties used by it in such business;

(ii) the Company is duly qualified as a foreign
corporation to transact business and is in good standing in
each jurisdiction in which such qualification is required,
except where the failure to so qualify would not have a
material adverse effect on the condition, financial or
otherwise, or the earnings, business affairs or business
prospects of the Company;

(iii) each subsidiary of the Company is validly existing
as a corporation in good standing under the laws of the
jurisdiction of its incorporation, has corporate power and
authority to own, lease and operate its properties and to
conduct its business and is duly qualified as a foreign
corporation to transact business and is in good standing in
each jurisdiction in which such qualification is required,
whether by reason of the ownership or leasing of property or
the conduct of business, except where the failure to so
qualify would not have a material adverse effect on the
condition,

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<PAGE> 20
financial or otherwise, or the earnings, business affairs or
business prospects of the Company and its subsidiaries
considered as one enterprise; all of the issued and
outstanding capital stock of each such subsidiary has been
duly authorized and validly issued, is fully paid and
non-assessable and, to the best knowledge of such counsel, all
of the issued and outstanding stock of ODI Inc., OD
International Inc., The Office Club, Inc., Eastman Office
Products Corporation, OD Wilson, Inc., L.E. Muran Co., Inc.,
Yorkship Press, Inc., Midwest Carbon Company, Silvers, Inc.,
J.A. Kindel Company, ODO, Inc., ODHC, Inc., MG Realty, Inc.,
Office Town, Inc., OD Commercial, Inc. and Allstate Office
Products, Inc. is owned by the Company;

(iv) the authorized, issued and outstanding capital stock
of the Company is as set forth in the Prospectus under the
caption "Capitalization" (except for subsequent issuances, if
any, pursuant to reservations, agreements, employee benefit
plans, the exercise or conversion of securities referred to in
the Prospectus or conversion of the 2007 LYONs and the 2008
LYONs) and the shares of issued and outstanding Common Stock
of the Company, including the Initial Secondary U.S.
Securities, have been duly and validly issued and are fully
paid and non-assessable;

(v) each of this Agreement, the U.S. Pricing Agreement,
the International Purchase Agreement and the International
Pricing Agreement have been duly authorized, executed and
delivered by the Company;

(vi) the Registration Statement is effective under the
1933 Act and, to the best knowledge of such counsel, no stop
order suspending the effectiveness of the Registration
Statement has been issued under the 1933 Act or proceedings
therefor initiated or threatened by the Commission;

(vii) at the time the Registration Statement became
effective and at the Representation Date, the Registration
Statement (other than the financial statements and supporting
schedules and other financial and statistical data included
therein, as to which no opinion need be rendered) complied as
to form in all material respects with the requirements of the
1933 Act and the 1933 Act Regulations;

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<PAGE> 21
(viii) the information included or incorporated by
reference in the Prospectus relating to the Company's capital
stock and the Securities, to the extent that it constitutes
matters of law, summaries of legal matters, documents or
proceedings, or legal conclusions, has been reviewed by them
and is correct in all material respects and the form of
certificate used to evidence the Common Stock is in due and
proper form and complies with all applicable statutory
requirements;

(ix) to the best knowledge of such counsel: there are
no legal or governmental proceedings pending or threatened
which are required to be disclosed in the Registration
Statement, other than those disclosed therein; there are no
contracts, indentures, mortgages, loan agreements, notes,
leases or other instruments required to be described or
referred to in the Registration Statement or to be filed as
exhibits thereto other than those described or referred to
therein or filed as exhibits thereto; the descriptions thereof
or references thereto are correct in all material respects;
and no default exists in the due performance or observance of
any obligation, agreement, covenant or condition contained in
any contract, indenture, mortgage, loan agreement, note, lease
or other instrument so described, referred to or filed, which
default or defaults, singly or in the aggregate, are material
to the condition, financial or otherwise, or the earnings,
business affairs or business prospects of the Company;

(x) to the best knowledge of such counsel, no
authorization, approval, consent or order of any court or
governmental authority or agency is required in connection
with the sale by the Company of the Initial Primary U.S.
Securities to the U.S. Underwriters hereunder, except such as
may be required under the 1933 Act, the 1933 Act Regulations,
the 1934 Act, the 1934 Act Regulations or state securities
laws; and, to the best knowledge of such counsel, the
execution and delivery of this Agreement and the U.S. Pricing
Agreement and the consummation of the transactions
contemplated herein and therein will not conflict with or
constitute a breach of, or default under, or result in the
creation or imposition of any lien, charge or encumbrance upon
any property or assets of the Company pursuant to any
indenture, mortgage, loan agreement, note, lease, material
contract or other material instrument to which the Company is
a party or by which it may be bound, or to which any of the
property or assets of the Company is subject, nor will

21
<PAGE> 22
such action result in any violation of the provisions of the
charter or by-laws of the Company, or any provisions of the
Delaware General Corporation Law or any administrative or
court decree specifically applicable to the Company; and

(xi) the Initial Primary U.S. Securities and the U.S.
Option Securities have been duly authorized for issuance and
sale pursuant to this Agreement and, if issued and delivered
by the Company pursuant to this Agreement, against payment of
the consideration set forth in the U.S. Pricing Agreement,
will be duly and validly issued and fully paid and
non-assessable; the issuance of the Initial Primary U.S.
Securities and the U.S. Option Securities is not subject to
any preemptive or other similar rights arising by operation of
law or, to the best knowledge of such counsel, otherwise.

(2) The favorable opinion, dated as of Closing Time, of Arent
Fox Kintner Plotkin & Kahn, counsel for the Seller, in form and
substance satisfactory to counsel for the U.S. Underwriters, to the
effect that:

(i) This Agreement, the U.S. Pricing Agreement, the
International Purchase Agreement and the International Pricing
Agreement each have been duly authorized, executed and
delivered by or on behalf of the Seller.

(ii) The U.S. Power of Attorney and Custody Agreement and
the International Power of Attorney and Custody Agreement each
have been duly authorized, executed and delivered by the
Seller and constitute the valid and binding obligations of the
Seller in accordance with its terms.

(iii) To the best of their knowledge and information, the
Seller is the sole registered owner of the Initial Secondary
U.S. Securities to be sold by the Seller and has the full
power, right and authority to sell such Initial Secondary U.S.
Securities as herein contemplated and upon delivery to each of
the U.S. Underwriters pursuant to the terms of this Agreement,
the U.S. Underwriters will acquire all of the Seller's
interests in the U.S. Securities purchased by them from the
Seller, free and clear of any adverse claims (within the
meaning of Section 8-302 of the Uniform Commercial Code as in
effect in the State of New York). In rendering such opinion,
counsel may assume that the U.S. Underwriters purchase the
Initial Secondary U.S. Securities in good

22
<PAGE> 23
faith and are without notice of any defect in the title of the
Seller to the Initial Secondary U.S. Securities.

(iv) No authorization, approval, consent, or order of any
court or governmental authority or agency is required in
connection with the sale of the Initial Secondary U.S.
Securities from the Seller to the U.S. Underwriters, except
such as may be required under the 1933 Act or the 1933 Act
Regulations or state securities laws.

(3) The favorable opinion, dated as of Closing Time, of
Brown & Wood, counsel for the U.S. Underwriters, with respect to the
matters set forth in subsections (i), (v) through (viii), inclusive,
and (xi) of subsection (b)(1) of this Section.

(4) Kirkland & Ellis and Brown & Wood shall each
additionally state that nothing has come to their attention that would
lead them to believe that the Registration Statement, at the time it
became effective or at the U.S. Representation Date, contained an
untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading; or that the U.S. Prospectus, at the U.S.
Representation Date (unless the term "U.S. Prospectus" refers to a
prospectus which has been provided to the U.S. Underwriters by the
Company for use in connection with the offering of the Securities
which differs from the Prospectus on file at the Commission at the
U.S. Representation Date, in which case at the time it is first
provided to the U.S. Underwriters for such use) or at Closing Time,
included or includes an untrue statement of a material fact or omitted
or omits to state a material fact necessary in order to make the
statements therein, in light of the circumstances under which they
were made, not misleading; provided, however, that Kirkland & Ellis
and Brown & Wood need not make such statement with respect to the
financial statements and other financial information set forth in or
incorporated by reference to the Registration Statement.

(c) At Closing Time, there shall not have been, since the date hereof
or since the respective dates as of which information is given in the
Registration Statement, any material adverse change in the condition, financial
or otherwise, or in the earnings, business affairs or business prospects of the
Company and its subsidiaries considered as one enterprise, whether or not
arising in the ordinary course of business, and the U.S. Representatives shall
have received a certificate of the President or a Vice

23
<PAGE> 24
President of the Company and of the chief financial or chief accounting officer
of the Company, dated as of Closing Time, to the effect that (i) there has been
no such material adverse change, (ii) the representations and warranties in
Section 1(a) are true and correct with the same force and effect as though
expressly made at and as of Closing Time, (iii) the Company has complied with
all agreements and satisfied all conditions on its part to be performed or
satisfied at or prior to Closing Time, and (iv) no stop order suspending the
effectiveness of the Registration Statement has been issued and no proceedings
for that purpose have been initiated or threatened by the Commission.

(d) At Closing Time, the U.S. Representatives shall have received a
certificate of the Attorney-in-Fact for the Seller, dated as of Closing Time,
to the effect that (i) the representations and warranties of the Seller
contained in Section 1(b) are true and correct with the same force and effect
as though expressly made at and as of Closing Time and (ii) the Seller has
complied with all agreements and satisfied all conditions on its part to be
performed or satisfied hereunder at or prior to Closing Time. The
Attorney-in-Fact shall be entitled to rely upon certificates of the Seller in
giving its certificate.

(e) At the time of the execution of this Agreement, the U.S.
Underwriters shall have received from Deloitte & Touche LLP a letter dated such
date, in form and substance satisfactory to the U.S. Underwriters, to the
effect that (i) they are independent certified public accountants with respect
to the Company within the meaning of the 1933 Act and the 1933 Act Regulations;
(ii) it is their opinion that the financial statements and supporting schedules
included in or incorporated by reference in the Registration Statement and
covered by their opinions therein comply as to form in all material respects
with the applicable accounting requirements of the 1933 Act and the 1934 Act
and the respective rules and regulations thereunder; (iii) based upon the
procedures set forth in detail in such letter, nothing has come to their
attention which causes them to believe that (A) the unaudited financial
statements of the Company included or incorporated by reference in the
Registration Statement, including the Company's Quarterly Reports on Form 10-Q
for the quarters ended April 1, 1995 and July 1, 1995 do not comply as to form
in all material respects with the applicable accounting requirements of the
1933 Act and the 1934 Act and the respective rules and regulations thereunder
or are not presented in conformity with generally accepted accounting
principles applied on a basis substantially consistent with that of the audited
financial statements included in the Registration Statement, (B) at a specified
date not more than three business days prior to the date of this Agreement,
there has been any change in the capital stock of the Company or any increase
in the long

24
<PAGE> 25
term debt of the Company or any decrease in net current assets or net assets as
compared with the amounts shown in the July 1, 1995 balance sheet incorporated
by reference in the Registration Statement, or (C) during the period from July
1, 1995 to a specified date not more than three business days prior to the date
of this Agreement, there were any decreases, as compared with the corresponding
period in the preceding year, in sales, net earnings or earnings per share of
the Company, except in all instances for changes, increases or decreases which
the Registration Statement and the Prospectuses disclose have occurred or may
occur; and (iv) in addition to the examination referred to in clause (iii)
above, they have carried out certain specified procedures, not constituting an
audit, with respect to certain amounts, percentages and financial information
which are included or incorporated by reference in the Registration Statement
and Prospectuses and which are specified by the U.S. Underwriters, and have
found such amounts, percentages and financial information to be in agreement
with the relevant accounting, financial and other records of the Company
identified in such letter.

(f) At Closing Time, the U.S. Underwriters shall have received from
Deloitte & Touche LLP a letter, dated as of Closing Time, to the effect that
they reaffirm the statements made in the letter furnished pursuant to
subsection (e) of this Section, except that the specified date referred to
shall be a date not more than three business days prior to Closing Time.

(g) In the event the U.S. Underwriters exercise the option granted in
Section 2(b) hereof to purchase all or any portion of the U.S. Option
Securities, the representations and warranties of the Company contained herein
and the statements in any certificates furnished by the Company hereunder shall
be true and correct as of the Date of Delivery, and the U.S. Representatives
shall have received:

(1) A certificate, dated the Date of Delivery, of the
President or Vice President of the Company and of the chief financial
or chief accounting officer of the Company confirming that the
certificate delivered at Closing Time pursuant to Section 5(c) remains
true as of the Date of Delivery.

(2) The favorable opinion of Kirkland & Ellis, counsel for
the Company, in form and substance reasonably satisfactory to counsel
for the U.S. Underwriters, dated the Date of Delivery, relating to the
Option Securities and otherwise to the same effect as the opinion
required by Section 5(b)(1).

(3) The statement of Kirkland & Ellis, counsel for the
Company, in form and substance reasonably satisfactory to

25
<PAGE> 26
counsel for the U.S. Underwriters, dated the Date of Delivery,
relating to the U.S. Option Securities and otherwise to the same
effect as the statement required by Section 5(b)(4).

(4) The favorable opinion of Brown & Wood, counsel for the
U.S. Underwriters, dated the Date of Delivery, relating to the U.S.
Option Securities and otherwise to the same effect as the opinion
required by Section 5(b)(3) and 5(b)(4).

(5) A letter from Deloitte & Touche LLP, in form and
substance satisfactory to the U.S. Underwriters and dated the Date of
Delivery, substantially the same in scope and substance as the letter
furnished to the U.S. Representatives pursuant to Section 5(d) except
that any "specified date" in the letter furnished pursuant to this
Section 5(g)(5) shall be a date not more than three business days
prior to the Date of Delivery.

(h) At Closing Time and at the Date of Delivery, if any, counsel for
the U.S. Underwriters shall have been furnished with such documents and
opinions as they may reasonably require for the purpose of enabling them to
pass upon the sale of the Securities as contemplated herein, or in order to
evidence the accuracy of any of the representations or warranties, or the
fulfillment of any of the agreements or conditions, herein contained; and all
proceedings taken by the Company and the Seller in connection with the sale of
the Securities as herein contemplated shall be reasonably satisfactory in form
and substance to the U.S. Representatives and counsel for the U.S.
Underwriters.

If any condition specified in this Section shall not have been
fulfilled when and as required to be fulfilled, this Agreement may be
terminated by the U.S. Representatives by notice to the Company and the Seller
at any time at or prior to Closing Time or the applicable Date of Delivery, as
the case may be, and such termination shall be without liability of any party
to any other party except as provided in Section 4, and except that Sections 6
and 7 hereof shall survive such termination.

SECTION 6. Indemnification. (a) The Company agrees to indemnify and
hold harmless each U.S. Underwriter and each person, if any, who controls any
U.S. Underwriter within the meaning of Section 15 of the 1933 Act as follows:

(i) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, arising out of any untrue statement
or alleged untrue statement of a material fact contained in the
Registration Statement (or any amendment thereto), including the
information deemed to be part of the

26
<PAGE> 27
Registration Statement pursuant to Rule 430A(b) of the 1933 Act
Regulations, if applicable, or the omission or alleged omission
therefrom of a material fact required to be stated therein or
necessary to make the statements therein not misleading or arising out
of any untrue statement or alleged untrue statement of a material fact
contained in any preliminary prospectus or the Prospectuses (or any
amendment or supplement thereto) or the omission or alleged omission
therefrom of a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made,
not misleading;

(ii) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, to the extent of the aggregate amount
paid in settlement of any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or
threatened, or of any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or
omission, if such settlement is effected with the written consent of
the Company [or the Seller, as the case may be]; and

(iii) against any and all expense whatsoever, as incurred
(including, subject to Section 6(c) hereof, the reasonable fees and
disbursements of one counsel chosen by the U.S. Representatives as
well as the reasonable fees and disbursements of one local counsel, as
necessary), reasonably incurred in investigating, preparing or
defending against any litigation, or any investigation or proceeding
by any governmental agency or body, commenced or threatened, or any
claim whatsoever based upon any such untrue statement or omission, or
any such alleged untrue statement or omission, to the extent that any
such expense is not paid under (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission, or alleged untrue statement or omission made in reliance
upon and in conformity with information furnished to the Company by any U.S.
Underwriter through the U.S. Representatives in writing expressly for use in
the Registration Statement (or any amendment thereto) or any preliminary
prospectus or the Prospectuses (or any amendment or supplement thereto).

The foregoing indemnification with respect to any preliminary
prospectus shall not inure to the benefit of any U.S. Underwriter from whom the
person asserting any such losses, claims, damages or liabilities purchased
Securities, or any person controlling such

27
<PAGE> 28
U.S. Underwriter, if a copy of the U.S. Prospectus (as then amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto) was not sent or given by or on behalf of such U.S. Underwriter to such
person, if such is required by law, at or prior to the written confirmation of
the sale of such Securities to such person and if the U.S. Prospectus (as so
amended or supplemented) would have cured the defect giving rise to such loss,
claim, damage or liability.

(b) The Seller agrees to indemnify and hold harmless each U.S.
Underwriter and each person, if any, who controls any U.S. Underwriter within
the meaning of Section 15 of the 1933 Act against any and all loss, liability,
claim, damage and expense described in the indemnity contained in subsection
(a) of this Section, as incurred, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in the Registration
Statement (or any amendment thereto) or any preliminary prospectus or the U.S.
Prospectus (or any amendment or supplement thereto) in reliance upon and in
conformity with written information furnished to the Company by the Seller
expressly for use in the Registration Statement (or any amendment thereto) or
such preliminary prospectus or the U.S. Prospectus (or any amendment or
supplement thereto).

(c) Each U.S. Underwriter agrees, severally and not jointly, to
indemnify and hold harmless the Company, its directors, each of its officers
who signed the Registration Statement, the Seller, and each person, if any, who
controls the Company or the Seller within the meaning of Section 15 of the 1933
Act against any and all loss, liability, claim, damage and expense whatsoever
described in the indemnity contained in subsection (a) of this Section, as
incurred, but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in the Registration Statement (or any
amendment thereto) or any preliminary prospectus or the Prospectuses (or any
amendment or supplement thereto) in reliance upon and in conformity with
written information furnished to the Company by such U.S. Underwriter through
the U.S. Representatives expressly for use in the Registration Statement (or
any amendment thereto) or such preliminary prospectus or the Prospectuses (or
any amendment or supplement thereto).

(d) Each indemnified party shall give notice as promptly as
reasonably practicable to each indemnifying party of any action commenced
against it in respect of which indemnity may be sought hereunder, but failure
to so notify an indemnifying party shall not relieve such indemnifying party
from any liability which it may have otherwise than on account of this
indemnity agreement. An indemnifying party may participate at its own expense
in the defense of any such action. In no event shall the indemnifying

28
<PAGE> 29
parties be liable for fees and expenses of more than one counsel (in addition
to any local counsel) separate from their own counsel for all indemnified
parties in connection with any one action or separate but similar or related
actions in the same jurisdiction arising out of the same general allegations or
circumstances.

(e) The provisions of this Section 6 shall not affect any agreement
which the Company and the Seller have made or may make regarding
indemnification.

SECTION 7. Contribution. In order to provide for just and equitable
contribution in circumstances in which the indemnity agreement provided for in
Section 6 is for any reason held to be unenforceable by the indemnified parties
although applicable in accordance with its terms, the Company [, the Seller]
and the U.S. Underwriters shall contribute to the aggregate losses,
liabilities, claims, damages and expenses of the nature contemplated by said
indemnity agreement incurred by the Company [, the Seller] and one or more of
the U.S. Underwriters, as incurred, in such proportions that the U.S.
Underwriters are responsible for that portion represented by the percentage
that the underwriting discount appearing on the cover page of the U.S.
Prospectus bears to the initial public offering price of the Common Stock
appearing thereon and the Company [and the Seller subject to the limit set
forth in Section 6(a) are] jointly and severally responsible for the balance;
provided, however, that no person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 1933 Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section, each person, if any, who
controls a U.S. Underwriter within the meaning of Section 15 of the 1933 Act
shall have the same rights to contribution as such U.S. Underwriter, and each
director of the Company, each officer of the Company who signed the
Registration Statement, and each person, if any, who controls the Company or
the Seller, within the meaning of Section 15 of the 1933 Act shall have the
same rights to contribution as the Company and the Seller.

SECTION 8. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement and the U.S. Pricing Agreement, or contained in certificates of
officers of the Company or the Seller submitted pursuant hereto, shall remain
operative and in full force and effect, regardless of any investigation made by
or on behalf of any U.S. Underwriter or controlling person, or by or on behalf
of the Company or the Seller, and shall survive delivery of the Securities to
the U.S. Underwriters.

29
<PAGE> 30
SECTION 9. Termination of Agreement. (a) The U.S. Representatives
may terminate this Agreement, by notice to the Company and the Seller, at any
time at or prior to Closing Time (i) if there has been, since the date of this
Agreement or since the respective dates as of which information is given in the
Registration Statement, any material adverse change in the financial or
business condition, or in the earnings, business affairs or business prospects
of the Company and its subsidiaries considered as one enterprise, whether or
not arising in the ordinary course of business, or (ii) if there has occurred
any outbreak of hostilities or escalation of any existing hostilities or other
calamity or crisis, the effect of which is such as to make it, in the judgment
of the U.S. Representatives, impracticable to market the U.S. Securities or to
enforce contracts for the sale of the U.S. Securities, or (iii) if trading in
the Common Stock has been suspended by the Commission, or if trading generally
on the New York Stock Exchange has been suspended, or minimum or maximum prices
for trading have been fixed, or maximum ranges for prices for securities have
been required, by said Exchange or by order of the Commission or any other
governmental authority, or if a banking moratorium has been declared by either
Federal, New York or Delaware authorities.

(b) If this Agreement is terminated pursuant to this Section, such
termination shall be without liability of any party to any other party except
as provided in Section 4, and except that Sections 6 and 7 hereof shall survive
such termination.

SECTION 10. Default by One or More of the U.S. Underwriters. If one
or more of the U.S. Underwriters shall fail at Closing Time to purchase the
Initial U.S. Securities which it is obligated to purchase under this Agreement
and the U.S. Pricing Agreement (the "Defaulted Securities"), the U.S.
Representatives shall have the right, within 24 hours thereafter, to make
arrangements for one or more of the non-defaulting U.S. Underwriters, or any
other underwriters, to purchase all, but not less than all, of the Defaulted
Securities in such amounts as may be agreed upon and upon the terms herein set
forth. If, however, the U.S. Representatives shall not have completed such
arrangements within such 24-hour period, then:

(a) if the number of Defaulted Securities does not exceed 10% of the
Initial U.S. Securities, the non-defaulting U.S. Underwriters shall be
obligated to purchase the full amount thereof in the proportions that their
respective underwriting obligations hereunder bear to the underwriting
obligations of all non-defaulting U.S. Underwriters, or

30
<PAGE> 31
(b) if the number of Defaulted Securities exceeds 10% of the Initial
U.S. Securities, this Agreement shall terminate without liability on the part
of any non-defaulting U.S. Underwriter, the Company or the Seller.

No action taken pursuant to this Section shall relieve any defaulting
U.S. Underwriter from liability in respect of its default.

In the event of any such default which does not result in a
termination of this Agreement, the U.S. Representatives, the Company and the
Seller shall have the right to postpone Closing Time for a period not exceeding
seven days in order to effect any required changes in the Registration
Statement or the Prospectuses or in any other documents or arrangements.

SECTION 11. Default by the Seller [or the Company]. If the Seller
shall fail at Closing Time to sell and deliver the number of U.S. Securities
which such Seller is obligated to sell hereunder, then the U.S. Representatives
may, at their option, by notice to the Company, either (a) terminate this
Agreement without liability on the part of any non-defaulting party or (b)
elect to purchase the U.S. Securities which the Company has agreed to sell
hereunder.

In the event of a default by the Seller as referred to in this Section
11, the U.S. Underwriters and the Company shall have the right to postpone
Closing Time for a period not exceeding seven days in order to effect any
required changes in the Registration Statement or the Prospectuses or in any
other document or arrangements.

[If the Company shall fail at Closing Time or at the Date of Delivery
to sell and deliver the number of U.S. Securities that it is obligated to sell
hereunder, then this Agreement shall terminate without any liabilities on the
part of any non-defaulting party.]

No action taken pursuant to this Section 11 shall relieve [the Company
or] the Seller from liability, if any, in respect of such default.

SECTION 12. Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the U.S.
Underwriters shall be directed to the U.S. Representatives c/o Merrill Lynch &
Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, North Tower, World
Financial Center, New York, N.Y. 10281-1201, attention of Mr. James A. Hislop,
Managing Director; notices to the Company shall be directed to it at 2200 Old
Germantown Road, Delray Beach, Florida 33445,

31
<PAGE> 32
attention Barry J. Goldstein, Chief Financial Officer, notices to the Seller
shall be directed to it c/o Mr. Yves Sisteron, 602 North Crescent Drive,
Beverly Hills, CA 90210.

SECTION 13. Parties. This Agreement and the U.S. Pricing Agreement
shall inure to the benefit of and be binding upon the U.S. Underwriters, the
Company and the Seller and their respective successors, heirs and legal
representatives. Nothing expressed or mentioned in this Agreement or the U.S.
Pricing Agreement is intended or shall be construed to give any person, firm or
corporation, other than the U.S. Underwriters, the Company and the Seller and
their respective successors, heirs and legal representatives and the
controlling persons and officers and directors referred to in Sections 6 and 7
and their respective successors, heirs and legal representatives, any legal or
equitable right, remedy or claim under or in respect of this Agreement or the
U.S. Pricing Agreement or any provision herein or therein contained. This
Agreement and the U.S. Pricing Agreement and all conditions and provisions
hereof and thereof are intended to be for the sole and exclusive benefit of the
U.S. Underwriters, the Company and the Seller and their respective successors,
heirs and legal representatives, and said controlling persons and officers and
directors and their respective successors, heirs and legal representatives, and
for the benefit of no other person, firm or corporation. No purchaser of
Securities from any U.S. Underwriter shall be deemed to be a successor by
reason merely of such purchase.

SECTION 14. Consent to Jurisdiction; Appointment of Agent to Accept
Service of Process.

(a) Consent to Jurisdiction. The Seller irrevocably consents and
agrees that any legal action, suit or proceeding against it with respect to its
obligations, liabilities or any other matter arising out of or in connection
with this Agreement may be brought in any federal or state court in the State
of New York, County of New York.

32
<PAGE> 33
for such courts. If for any reason such designee, appointee and agent
hereunder shall cease to be available to act as such, the Seller agrees to
designate a new designee, appointee and agent in The City of New York on the
terms and for the purposes of this Section 14 satisfactory to the Underwriters.
The Seller further hereby irrevocably consents and agrees to the service of any
and all legal process, summons, notices and documents in any such action, suit
or proceeding against the Seller, by serving a copy thereof upon the relevant
agent for service of process referred to in this Section 14 (whether or not the
appointment of such agent shall for any reason prove to be ineffective or such
agent shall accept or acknowledge such service) with a copy to the Seller as
provided in Section 12. The Seller agrees that the failure of any such
designee, appointee and agent to give any notice of such service to it shall
not impair or affect in any way the validity of such service or any judgment
rendered in any action or proceeding based thereon. Nothing herein shall in
any way be deemed to limit the ability of the Underwriters and the other
persons referred to in Section 6 to serve any such legal process, summons,
notices and documents in any other manner permitted by applicable law or to
obtain jurisdiction over the Seller, or bring actions, suits or proceedings
against it in such other jurisdictions, and in such manner, as may be permitted
by applicable law. The Seller irrevocably and unconditionally waives, to the
fullest extent permitted by law, any objection that it may now or hereafter
have to the laying of venue of any of the aforesaid actions, suits or
proceedings arising out of or in connection with this Agreement brought in the
federal courts located in The City of New York or the courts of the State of
New York located in The City of New York and hereby further irrevocably and
unconditionally waives and agrees not to plead or claim in any such court that
any such action, suit or proceeding brought in any such court has been brought
in an inconvenient forum.

SECTION 15. GOVERNING LAW AND TIME. THIS AGREEMENT AND THE U.S.
PRICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
IN SAID STATE. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

33
<PAGE> 34
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to each of the Company and the Seller a
counterpart hereof, whereupon this instrument, along with all counterparts,
will become a binding agreement between the U.S. Underwriters, the Company and
the Seller in accordance with its terms.

Very truly yours,

OFFICE DEPOT, INC.

By:
------------------------------
Name:
Title:

FOURCAR B.V.

By:
-------------------------------
As Attorney-in-Fact, acting on
behalf of Fourcar B.V.

CONFIRMED AND ACCEPTED,
as of the date first above written:

MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated

GOLDMAN, SACHS & CO.
PRUDENTIAL SECURITIES INCORPORATED
THE ROBINSON-HUMPHREY COMPANY, INC.

By: Merrill Lynch, Pierce, Fenner & Smith
Incorporated

By:
--------------------------------
Name:

For themselves and as U.S. Representatives of the other
U.S. Underwriters named in Schedule A hereto.

34
<PAGE> 35
SCHEDULE A

<TABLE>
<CAPTION>
Number of Initial
U.S. Securities
Name of Underwriter to be Purchased
------------------- -----------------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goldman, Sachs & Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prudential Securities Incorporated . . . . . . . . . . . . . . . . . . . . . . . . . .
The Robinson-Humphrey Company, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . .

----------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,400,000
==========
</TABLE>
<PAGE> 36
[SCHEDULE B]

[Stockholders who have
Agreed to 90-Day Lock-Up
Pursuant to Section 1(a)(xviii)
of the U.S. Purchase Agreement]
<PAGE> 37
EXHIBIT A

12,400,000 Shares

OFFICE DEPOT, INC.
(a Delaware corporation)

Common Stock
(Par Value $.01 Per Share)

U. S. PRICING AGREEMENT

August , 1995

MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
GOLDMAN, SACHS & CO.
PRUDENTIAL SECURITIES INCORPORATED
THE ROBINSON-HUMPHREY COMPANY, INC.
as U.S. Representatives of the several U.S. Underwriters
named in the within-mentioned U.S. Purchase Agreement
c/o Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
North Tower
World Financial Center
New York, New York 10281-1209

Dear Sirs:

Reference is made to the U.S. Purchase Agreement, dated
August __, 1995 (the "U.S. Purchase Agreement"), relating to the purchase by
the several U.S. Underwriters named in Schedule A thereto, for whom Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs
& Co., Prudential Securities Incorporated and The Robinson-Humphrey Company,
Inc. are acting as representatives (the "U.S. Representatives"), of the above
shares of Common Stock (the "Initial U.S. Securities"), of Office Depot, Inc.
(the "Company").

Pursuant to Section 2 of the U.S. Purchase Agreement, each of the
Company and Fourcar B.V. (the "Seller"), severally and not jointly, agree with
each U.S. Underwriter as follows:

1. The initial public offering price per share for the
Initial U.S. Securities, determined as provided in said Section 2,
shall be $ .

2. The purchase price per share for the Initial U.S.
Securities to be paid by the several U.S. Underwriters shall

A-1
<PAGE> 38
be $ , being an amount equal to the initial public offering price
set forth above less $ per share.

If the foregoing is in accordance with your understanding of our
agreement, please sign and return to each of the Company and to the Seller a
counterpart hereof, whereupon this instrument, along with all counterparts,
will become a binding agreement among the U.S. Underwriters, the Company and
the Seller in accordance with its terms.

Very truly yours,

OFFICE DEPOT, INC.

By:
-------------------------------------
Name:
Title:

FOURCAR B.V.

By:
-------------------------------------
As Attorney-in-Fact, acting on
behalf of Fourcar B.V.

CONFIRMED AND ACCEPTED,
as of the date first above written:

MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
GOLDMAN, SACHS & CO.
PRUDENTIAL SECURITIES INCORPORATED
THE ROBINSON-HUMPHREY COMPANY, INC.
By: Merrill Lynch, Pierce, Fenner & Smith
Incorporated

By:
--------------------------------
Name:

For themselves and as U.S. Representatives of the
other U.S. Underwriters named in Schedule A
to the U.S. Purchase Agreement

A-2

<PAGE> 1
EXHIBIT 1.2

3,100,000 SHARES

OFFICE DEPOT, INC.
(a Delaware corporation)

Common Stock
(Par Value $.01 Per Share)

INTERNATIONAL PURCHASE AGREEMENT

August __, 1995

MERRILL LYNCH INTERNATIONAL LIMITED
GOLDMAN SACHS INTERNATIONAL
PRUDENTIAL-BACHE SECURITIES (U.K.) INC.
THE ROBINSON-HUMPHREY COMPANY, INC.
as Lead Managers of the several Managers
c/o Merrill Lynch International Limited
Ropemaker Place
25 Ropemaker Street
London EC2Y 9LY
England

Dear Sirs:

Office Depot, Inc., a United States company incorporated in the State
of Delaware (the "Company"), and Fourcar B.V. (the "Seller"), an indirect
wholly-owned subsidiary of Carrefour S.A., confirm their respective agreements
with Merrill Lynch International Limited, Goldman Sachs International,
Prudential-Bache Securities (U.K.) Inc., The Robinson-Humphrey Company, Inc.
and each of the other underwriters named in Schedule A hereto (collectively,
the "Managers," which term shall also include any underwriter substituted as
hereinafter provided in Section 10), for whom Merrill Lynch International
Limited, Goldman Sachs International, Prudential-Bache Securities (U.K.) Inc.,
and The Robinson-Humphrey Company, Inc. are acting as lead managers (in such
capacity, the "Lead Managers"), with respect to (i) the sale by the Company and
the purchase by the Managers, acting severally and not jointly, of 400,000
shares of Common Stock, par value $.01 per share, of the Company ("Common
Stock") and the sale by the Seller and the purchase by the Managers, acting
severally and not
<PAGE> 2
jointly, of 2,700,000 shares of Common Stock, as set forth in said Schedule A
and (ii) the grant by the Company to the Managers, acting severally and not
jointly, of the option described in Section 2(b) hereof to purchase all or any
part of up to 465,000 additional shares of Common Stock to cover
over-allotments. The aforesaid 400,000 shares of Common Stock to be sold by
the Company (the "Initial Primary International Securities"), the 2,700,000
shares of Common Stock to be sold by the Seller (the "Initial Secondary
International Securities", and together with the Initial Primary International
Securities, hereinafter referred to as the "Initial International Securities")
and all or any part of the 465,000 shares of Common Stock subject to the option
described in Section 2(b) hereof (the "International Option Securities") to be
purchased by the Managers are collectively hereinafter called the
"International Securities".

It is understood that the Company and the Seller are concurrently
entering into an agreement dated the date hereof (the "U.S. Purchase
Agreement") providing for the offering by the Company and the Seller of an
aggregate of 12,400,000 shares of Common Stock (the "Initial U.S. Securities")
through arrangements with certain underwriters in the United States and Canada
(the "U.S. Underwriters") for which Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Goldman, Sachs & Co., Prudential Securities
Incorporated and The Robinson-Humphrey Company, Inc. are acting as
representatives (the "U.S. Representatives") and the grant by the Company to
the U.S. Underwriters of an option to purchase all or any part of up to
1,860,000 additional shares of Common Stock (the "U.S. Option Securities" and,
together with the International Option Securities, the "Option Securities").
The Initial U.S. Securities and the U.S. Option Securities are hereinafter
called the "U.S. Securities".

The Managers and the U.S. Underwriters are hereinafter collectively
called the "Underwriters", the Initial U.S. Securities and the Initial
International Securities are hereinafter collectively called the "Initial
Securities", and the U.S. Securities and the International Securities are
hereinafter collectively called the "Securities".

Prior to the purchase and public offering of the International
Securities by the several Managers, the Seller and the Lead

2
<PAGE> 3
Managers, acting on behalf of the several Managers, shall enter into an
agreement substantially in the form of Exhibit A hereto (the "International
Pricing Agreement"). The International Pricing Agreement may take the form of
an exchange of any standard form of written telecommunication between the
Company, the Seller and the Lead Managers and shall specify such applicable
information as is indicated in Exhibit A hereto. The offering of the
International Securities will be governed by this Agreement, as supplemented by
the International Pricing Agreement. From and after the date of the execution
and delivery of the International Pricing Agreement, this Agreement shall be
deemed to incorporate the International Pricing Agreement. The initial public
offering price and the purchase price with respect to the U.S. Securities
shall be set forth in a separate instrument (the "U.S. Pricing Agreement"), the
form of which is attached to the U.S. Purchase Agreement.

The Company has filed with the United States Securities and Exchange
Commission (the "Commission") a registration statement on Form S-3 (No.
33-61417) and related preliminary prospectuses for the registration of the
Securities under the Securities Act of 1933 (the "1933 Act"), has filed such
amendments thereto and such amended preliminary prospectuses as may have been
required to the date hereof, and will file such additional amendments thereto
and such amended prospectuses as may hereafter be required.(1) Such
registration statement (as amended) at the time it becomes effective, the
prospectus constituting part of the Registration Statement which relates to the
U.S. Securities and the prospectus constituting part of the Registration
Statement which relates to the International Securities (including in each case
the information, if any, incorporated by reference therein and the information,
if any, deemed to be part thereof pursuant to Rule 430A(b) of the rules and
regulations of the Commission under the 1933 Act (the "1933 Act Regulations")),
as from time to time amended or supplemented pursuant to the 1933 Act, are
hereinafter referred to as the "Registration Statement", the "International
Prospectus" and the "U.S. Prospectus", respectively, and the International and
U.S. Prospectuses are hereinafter together called "Prospectuses" and, each
individually, a "Prospectus", except that if any revised prospectus shall be
provided to the Managers or the U.S. Underwriters by the Company for use in
connection with the offering of the Securities which differs from the
Prospectuses on file at the Commission at the time the Registration Statement

__________________________________

(1) Two forms of prospectus are to be used in connection with the offering
and sale of the Securities: one relating to the International
Securities (the "International Prospectus") and one relating to the
U.S. Securities (the "U.S. Prospectus").

3
<PAGE> 4
becomes effective (whether or not such revised prospectus is required to be
filed by the Company pursuant to Rule 424(b) of the 1933 Act Regulations), the
terms "International Prospectus" and "U.S. Prospectus" shall refer to each such
revised prospectus from and after the time it is first provided to the Managers
or the U.S. Underwriters, as the case may be, for such use and if the Company
files any documents pursuant to Section 13 or 14 of the Securities Exchange Act
of 1934, as amended (the "1934 Act"), after the Registration Statement becomes
effective and prior to the termination of the offering of the Securities by the
Underwriters, which documents are deemed to be incorporated by reference into
the Prospectuses, the terms "U.S. Prospectus" and "International Prospectus"
shall refer to said prospectuses as supplemented by the documents so filed from
and after the time said documents are filed with the Commission. If the
Company files a registration statement to register a portion of the Securities
and relies on Rule 462(b) for such registration statement to become effective
upon filing with the Commission (the "Rule 462 Registration Statement"), then
any reference to "Registration Statement" herein shall be deemed to be to both
the registration statement referred to above (No. 33-61417) and the Rule 462
Registration Statement, as each such registration statement may be amended
pursuant to the 1933 Act.

The Company and the Seller understand that the Managers propose to
make a public offering of the International Securities as soon as the Lead
Managers deem advisable after the Registration Statement becomes effective and
the International Pricing Agreement has been executed and delivered. The price
per share for the U.S. Securities to be purchased by the U.S. Underwriters
pursuant to the U.S. Purchase Agreement shall be identical to the price per
share for the International Securities to be purchased by the Managers
hereunder.

SECTION 1. Representations and Warranties. (a) The Company
represents and warrants to each Manager as of the date hereof and as of the
date of the International Pricing Agreement (such latter date being hereinafter
referred to as the "International Representation Date") as follows:

(i) The Prospectus, at the International Representation Date
(unless the term "Prospectus" refers to a prospectus which has been
provided to the Managers and the U.S. Underwriters by the Company for
use in connection with the offering of the Securities which differs
from the Prospectus on file at the Commission at the time the
Registration Statement becomes effective, in which case at the time it
is first provided to the Managers and the U.S. Underwriters for such
use) and at Closing Time referred to in Section 2 hereof, will not
include an untrue statement of a material fact or

4
<PAGE> 5
omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they
were made, not misleading; provided, however, that the representations
and warranties in this subsection shall not apply to statements in or
omissions from the Registration Statement or Prospectus made in
reliance upon and in conformity with information furnished to the
Company in writing by any Manager through the Lead Managers expressly
for use in the Registration Statement or the Prospectuses.

(ii) The documents incorporated or deemed to be incorporated by
reference in the Prospectuses pursuant to Item 12 of Form S-3 under
the 1933 Act, at the time they were or hereafter are filed with the
Commission, complied and will comply in all material respects with the
requirements of the 1934 Act and the rules and regulations of the
Commission under the 1934 Act (the "1934 Act Regulations"), and, when
read together with the other information in the Prospectuses, at the
time the Registration Statement becomes effective, the Registration
Statement will comply in all material respects with the 1933 Act and
the 1933 Act Regulations and will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading, and any
further documents deemed to be incorporated by reference in the
International Prospectus will, when they are filed with the
Commission, comply in all material respects with the requirements of
the 1934 Act and the 1934 Act Regulations, and will not contain an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made,
not misleading.

(iv) The financial statements included or incorporated by
reference in the Registration Statement and the Prospectuses present
fairly the financial position of the Company and its consolidated
subsidiaries at and as of the dates indicated and the results of their
operations for the periods specified; such financial statements have
been prepared in conformity with generally accepted accounting
principles applied on a consistent basis; and the supporting schedules
included in the Registration Statement present fairly the information
required to be stated therein.

5
<PAGE> 6
(v) Since the respective dates as of which information is
given in the Registration Statement and the Prospectuses, except as
otherwise stated therein, (A) there has been no material adverse
change in the condition, financial or otherwise, or in the earnings,
business affairs or business prospects of the Company, whether or not
arising in the ordinary course of business, (B) there have been no
transactions entered into by the Company, other than those in the
ordinary course of business, which are material with respect to the
Company, and (C) there has been no dividend or distribution of any
kind declared, paid or made by the Company on any class of its capital
stock.

(viii) The authorized, issued and outstanding capital stock of the
Company is as set forth in the Prospectuses under

6
<PAGE> 7
the caption "Capitalization", except for subsequent issuances, if any,
pursuant to reservations, agreements, employee benefit plans, the
conversion of the Company's Liquid Yield Option(TM) Notes due 2007
(Zero Coupon-Subordinated) (the "2007 LYONs") or the Company's Liquid
Yield Option(TM) Notes due 2008 (Zero Coupon-Subordinated) (the "2008
LYONs") or the exercise or conversion of securities referred to in the
Prospectuses; the shares of issued and outstanding Common Stock of the
Company have been duly authorized and validly issued and are fully
paid and non-assessable; and the Common Stock conforms to all
statements relating thereto contained in the Prospectuses.

(ix) Neither the Company nor any of its subsidiaries is in
violation of its charter, or in default in the performance or
observance of any obligation, agreement, covenant or condition
contained in any contract, indenture, mortgage, loan agreement, note,
lease or other material instrument or agreement to which the Company
or any of its subsidiaries is a party or by which it or any of them
may be bound, or to which any of the property or assets of the Company
or any of its subsidiaries is subject, which default or defaults,
singly or in the aggregate, are material to the condition, financial
or otherwise, or the earnings, business affairs or business prospects
of the Company and its subsidiaries considered as one enterprise; and
the execution, delivery and performance of this Agreement and the
International Pricing Agreement by the Company and the consummation by
the Company of the transactions contemplated herein and therein have
been duly authorized by all necessary corporate action and will not
conflict with or constitute a breach of, or default under, or result
in the creation or imposition of any lien, charge or encumbrance upon
any property or assets of the Company or any of its subsidiaries
pursuant to, any indenture, mortgage, loan agreement, note, lease or
other material instrument or material agreement to which the Company
or any of its subsidiaries is a party or by which it or any of them
may be bound, or to which any of the property or assets of the Company
or any of its subsidiaries is subject, nor will such action result in
any violation of the provisions of the charter or by-laws of the
Company or any applicable law, administrative regulation or
administrative or court decree.

(x) No labor dispute with the employees of the Company or any of
its subsidiaries exists or, to the knowledge of the Company, is
imminent and the Company is not aware of any existing or imminent
labor disturbance by the employees of any of its principal suppliers,
manufacturers or contractors which might be expected to result in any
material adverse change in the condition, financial or otherwise, or
in the earnings,

7
<PAGE> 8
business affairs or business prospects of the Company and its
subsidiaries considered as one enterprise.

(xiii) The Company possesses such certificates, authorities or
permits issued by the appropriate state, federal or foreign regulatory
agencies or bodies necessary to conduct the business now operated by
it, and the Company has not received any notice of proceedings
relating to the revocation or modification of any such certificate,
authority or permit which, singly or in the aggregate, if the subject
of an

8
<PAGE> 9
unfavorable decision, ruling or finding, would materially and
adversely affect the condition, financial or otherwise, or the
earnings, business affairs or business prospects of the Company.

(xvi) The Initial Securities have been duly authorized and validly
issued, and are fully paid and non-assessable; the Initial Primary
International Securities and the Option Securities have been duly
authorized for issuance and sale pursuant to this Agreement and, when
issued and delivered by the Company pursuant to this Agreement,
against payment of the consideration set forth in the Pricing
Agreement, will be duly and validly issued and fully paid and
non-assessable; the issuance of the Initial Primary International
Securities and the Option Securities is not subject to preemptive or
other similar rights that have not been waived; and the Common Stock
conforms to all statements relating thereto contained in the
Prospectus.

(xvii) This Agreement and the U.S. Purchase Agreement have been,
and, at the International Representation Date, the International
Pricing Agreement and the U.S. Pricing Agreement will have been, duly
authorized, executed and delivered by the Company.

(xviii) [The Company has obtained and delivered to the Lead Managers
the agreements of the persons named in Schedule B annexed hereto to
the effect that each such person will not, for a period of days from
the date hereof indicated in such Schedule B and except as otherwise
provided therein, without the Lead Managers' prior written consent,
directly or indirectly, offer to sell, grant any option for the sale
of, or otherwise dispose of, any shares of Common Stock or any
securities convertible into or exercisable for Common Stock owned by
such person or entity or with respect to which such

9
<PAGE> 10
person has the power of disposition, with such exceptions as the Lead
Managers deem acceptable.]

(xix) [No holder of securities of the Company, other than the
Seller, has rights to the registration of securities of the Company
because of the filing of the Registration Statement.]

(b) The Seller represents and warrants to, and agrees with, the
Company and each Manager as of the date hereof and as of the International
Representation Date as follows:

(i) The execution and delivery of this Agreement, the
International Pricing Agreement, the U.S. Purchase Agreement and the
U.S. Pricing Agreement and the consummation of the transactions herein
and therein contemplated will not result in a breach by the Seller of,
or constitute a default by the Seller under, any material indenture,
deed of trust, contract or other agreement or instrument or any
decree, judgment or order to which the Seller is a party or by which
the Seller may be bound.

(ii) The Seller or its nominee is and will be, at Closing Time
referred to in Section 2(c), the sole registered holder of title to
the International Securities to be sold by the Seller hereunder, free
and clear of any pledge, lien, security interest, encumbrance, claim
or equity, created by or arising through the Seller other than
pursuant to this Agreement; the Seller has full right, power and
authority to sell, transfer and deliver the International Securities
to be sold by the Seller hereunder; and upon delivery of the
International Securities to be sold by the Seller hereunder and
payment of the purchase price therefor as herein contemplated, each of
the Managers will receive all of the Seller's interest in its ratable
share of the International Securities purchased by it from the Seller,
free and clear of any pledge, lien, security interest, encumbrance,
claim or equity.

(iii) The Seller has duly executed and delivered, in the form
heretofore furnished to the Managers, a power of attorney and custody
agreement (the "International Power of Attorney and Custody
Agreement") with Yves Sisteron as the attorney-in-fact and the
custodian (the "Attorney-in-Fact" or the "Custodian", as the case may
be); the Attorney-in-Fact is authorized to execute and deliver this
Agreement, the International Pricing Agreement and the certificates
referred to in Section 5(d) or that may be required pursuant to
Section 5(h) on behalf of the Seller, to determine the purchase price
to be paid by the Managers to the Seller as provided in

10
<PAGE> 11
Section 2(a) hereof, to authorize the delivery of the International
Securities to be sold by the Seller hereunder, to duly endorse (in
blank or otherwise) the certificate or certificates representing such
International Securities, to accept payment therefor, and otherwise to
act on behalf of the Seller in connection with this Agreement and the
International Pricing Agreement.

(iv) Assuming that the Registration Statement has been declared
effective by the Commission, all authorizations, approvals and
consents (except such as may be required under the 1933 Act or the
1933 Act Regulations or state securities laws, as to which the Seller
makes no representation) necessary for the valid execution and
delivery by the Seller of the International Power of Attorney and
Custody Agreement and the U.S. Power of Attorney and Custody
Agreement, the execution and delivery by or on behalf of the Seller of
this Agreement, the International Pricing Agreement, the S. Purchase
Agreement and the S. Pricing Agreement, have been obtained and are
in full force and effect; and the Seller has the full right, power and
authority to enter into this Agreement, the International Pricing
Agreement, the S. Purchase Agreement and the U.S. Pricing Agreement
and such International Power of Attorney and Custody Agreement and
U.S. Power of Attorney and Custody Agreement and to sell, transfer and
deliver the Securities to be sold by the Seller hereunder.

(v) The Seller will deliver to the Lead Managers its agreement
to the effect that the Seller will not, for a period of 90 days from
the date hereof and except as otherwise provided therein, without the
prior written consent of the Lead Managers, directly or indirectly,
offer to sell, grant any option for the sale of, or otherwise dispose
of, any Common Stock of the Company or any securities convertible into
or exercisable for Common Stock of the Company owned by the Seller or
with respect to which the Seller has the power of disposition, other
than to the Managers pursuant to this Agreement or the U.S.
Underwriters pursuant to the U.S. Purchase Agreement.

(vii) Certificates in negotiable form for all Securities to be
sold by the Seller hereunder and under the U.S. Purchase

11
<PAGE> 12
Agreement have been or will be placed in custody with the Custodian by
or for the benefit of the Seller for the purposes of effecting
delivery by the Seller hereunder and under the U.S. Purchase
Agreement.

(viii) No stamp duty or similar tax or duty is payable by or on
behalf of the Underwriters in connection with the sale and delivery
of the Securities as contemplated by this Agreement, the International
Pricing Agreement, the U.S. Purchase Agreement and the U.S. Pricing
Agreement.

(c) Any certificate signed by any officer of the Company and
delivered to the Lead Managers or to counsel for the Managers shall be deemed a
representation and warranty by the Company to each Manager as to the matters
covered thereby; and any certificate signed by or on behalf of the Seller and
delivered to the Lead Managers or to counsel for the Managers shall be deemed a
representation and warranty by the Seller to each Manager as to matters covered
thereby.

SECTION 2. Sale and Delivery to the Managers; Closing.

(a) On the basis of the representations and warranties herein
contained and subject to the terms and conditions herein set forth, (i) the
Company agrees to sell to each Manager, severally and not jointly, and each
Manager, severally and not jointly, agrees to purchase from the Company, at the
price per share as set forth in the International Pricing Agreement, that
proportion of the 400,000 Initial Primary International Securities which the
number of Initial International Securities set forth in Schedule A opposite the
name of such Manager (plus any additional number of Initial Primary
International Securities which such Manager may become obligated to purchase
pursuant to the provisions of Section 10 hereof) bears to the total number of
Initial International Securities, and (ii) the Seller agrees to sell to each
Manager, severally and not jointly, and each Manager, severally and not
jointly, agrees to purchase from the Seller, at such price per share set forth
in the International Pricing Agreement, that proportion of the 2,700,000
Initial Secondary International Securities which the number of Initial
International Securities set forth in Schedule A opposite the name of such
Manager (plus any additional number of Initial Secondary International
Securities which such Manager may become obligated to purchase pursuant to the
provisions of Section 10 hereof) bears to the total number of Initial
International Securities, subject, in each case, to such adjustments as the
Managers in their discretion shall make to eliminate any sales or purchases of
fractional shares.

12
<PAGE> 13
(1) If the Company has elected not to rely upon Rule 430A under the
1933 Act Regulations, the initial public offering price and the purchase price
per share to be paid by the several Managers for the Securities have each been
determined and set forth in the International Pricing Agreement, dated the date
hereof, and an amendment to the Registration Statement and the Prospectuses
containing such information will be filed before the Registration Statement
becomes effective.

(2) If the Company has elected to rely upon Rule 430A of the 1933 Act
Regulations, the purchase price per share to be paid by the several Managers
for the International Securities shall be an amount equal to the initial public
offering price, less an amount per share to be determined by agreement between
the Lead Managers, the Company and the Seller. The initial public offering
price per share of the International Securities shall be a fixed price to be
determined by agreement between the Lead Managers, the Company and the Seller.
The initial public offering price and the purchase price, when so determined,
shall be set forth in the International Pricing Agreement. In the event that
such prices have not been agreed upon and the International Pricing Agreement
has not been executed and delivered by all parties thereto by the close of
business on the fourteenth business day following the date of this Agreement,
this Agreement shall terminate forthwith, without liability of any party to any
other party, unless otherwise agreed to by the Lead Managers, the Company and
the Seller. For purposes of this Agreement, the term "business day" means a
day on which the New York Stock Exchange is open for business.

(b) In addition, on the basis of the representations and warranties
herein contained and subject to the terms and conditions herein set forth, the
Company hereby grants an option to the Managers, severally and not jointly, to
purchase up to an additional 465,000 shares of Common Stock at the price per
share set forth in the International Pricing Agreement. The option hereby
granted will expire 30 days after (i) the date the Registration Statement
becomes effective, if the Company has elected not to rely on Rule 430A under
the 1933 Act Regulations, or (ii) the International Representation Date, if the
Company has elected to rely upon Rule 430A under the 1933 Act Regulations, and
may be exercised in whole or in part only for the purpose of covering
over-allotments which may be made in connection with the offering and
distribution of the Initial International Securities upon notice by the Lead
Managers to the Company setting forth the number of International Option
Securities as to which the several Managers are exercising the option and the
time and date of payment for and delivery of such International Option
Securities. Such time and date of delivery for the International Option
Securities (the "Date of Delivery") shall be determined by the Lead Managers,
but shall

13
<PAGE> 14
not be, unless otherwise agreed upon by the Lead Managers and the Company,
later than three full business days after the exercise of said option, and in
no event prior to Closing Time, as hereinafter defined. If the option is
exercised as to all or any portion of the International Option Securities, each
of the Managers, acting severally and not jointly, will purchase that
proportion of the number of International Option Securities being purchased
that the number of Initial International Securities set forth in Schedule A
opposite the name of such Manager bears to the total number of Initial
International Securities.

(c) Payment of the purchase price for, and delivery of certificates
for, the Initial Securities shall be made at the offices of Brown & Wood, One
World Trade Center, New York, New York 10048, or at such other place as shall
be agreed upon by the Company, the Seller and the Lead Managers, at 10:00 A.M.
on the third business day (unless postponed in accordance with the provisions
of Section 10) following the date the Registration Statement becomes effective
(or, if the Company has elected to rely upon Rule 430A under the 1933 Act
Regulations, the third business day after the International Representation Date
or, if the Pricing Agreement is executed subsequent to 4:30 P.M. on the date of
such Agreement, on the fourth business day after the International
Representation Date), or such other time not later than ten business days after
such date as shall be agreed upon by the Company, the Seller and the Lead
Managers (such time and date of payment and delivery being herein called
"Closing Time"). In addition, in the event that any or all of the
International Option Securities are purchased by the Managers, payment of the
purchase price, and delivery of certificates, for such International Option
Securities shall be made at the above-mentioned offices of Brown & Wood, or at
such other place as shall be agreed upon by the Lead Managers and the Company
on the Date of Delivery as specified in the notice from the Lead Managers to
the Company. Payment shall be made to the Seller (with respect to the Initial
Secondary International Securities sold by the Seller) and the Company (with
respect to the Initial Primary International Securities sold by the Company and
the International Option Securities) by certified or official bank check or
checks drawn in New York Clearing House or similar next day funds payable to
the order of the Seller or the Company, as the case may be, against delivery to
the Lead Managers for the respective accounts of the Managers of certificates
for such Initial International Securities and International Option Securities
to be purchased by them hereunder. Certificates for the Initial International
Securities and International Option Securities shall be in such denominations
and registered in such names as the Lead Managers may request in writing at
least two business days before Closing Time or the Date of Delivery, as the
case may be. It is understood that each Manager has authorized the Lead

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<PAGE> 15
Managers, for its account, to accept delivery of, receipt for, and make payment
of the purchase price for, the Initial International Securities and the
International Option Securities which it has agreed to purchase. The Lead
Managers, individually and not as Lead Managers, may (but shall not be
obligated to) make payment of the purchase price for the Initial International
Securities or the International Option Securities to be purchased by any
Manager whose check has not been received by Closing Time or the Date of
Delivery, as the case may be, but such payment shall not relieve such Manager
from its obligations hereunder. The certificates for the Initial International
Securities and the International Option Securities will be made available for
examination and packaging by the Lead Managers not later than 10:00 A.M. on the
last business day prior to Closing Time or the Date of Delivery, as the case
may be, at the offices of the transfer agent for the Common Stock in New York
City.

SECTION 3. Covenants of the Company. The Company covenants with each
Manager as follows:

(a) The Company will notify the Lead Managers immediately, and
confirm the notice in writing, (i) of the effectiveness of the Registration
Statement and any amendment thereto (including any post-effective amendment),
(ii) of the receipt of any comments from the Commission, (iii) of any request
by the Commission for any amendment to the Registration Statement or any
amendment or supplement to the Prospectuses or for additional information, (iv)
of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or any order preventing or
suspending the use of any preliminary prospectus, or the initiation of any
proceedings for that purpose, and (v) of the suspension of the qualification of
the Securities for offering or sale in any jurisdiction, or the initiation or
threatening of any proceedings for any such purpose. The Company will make
every reasonable effort to prevent the issuance of any stop order and, if any
stop order is issued, to obtain the lifting thereof at the earliest possible
moment.

(b) The Company will give the Lead Managers notice of its intention
to file or prepare any amendment to the Registration Statement (including any
post-effective amendment) or any amendment or supplement to the Prospectuses
(including any revised prospectus that the Company proposes for use by the
Managers in connection with the offering of the Securities which differs from
the prospectus on file at the Commission at the time the Registration Statement
becomes effective, whether or not such revised prospectus is required to be
filed pursuant to Rule 424(b) of the 1933 Act Regulations), will furnish the
Lead Managers with copies of any such amendment or supplement a reasonable
amount of time prior to

15
<PAGE> 16
such proposed filing or use, as the case may be, and will not file any such
amendment or supplement or use any such prospectus to which the Lead Managers
or counsel for the Managers shall reasonably object in writing.

(c) The Company will deliver to the Lead Managers five signed copies
of the Registration Statement as originally filed and of each amendment thereto
(including exhibits filed therewith) and will also deliver to the Lead Managers
conformed copies of the Registration Statement as originally filed and of each
amendment thereto (without exhibits) and of documents incorporated by reference
into the International Prospectus pursuant to Item 12 of Form S-3 under the
1933 Act for each of the Managers.

(d) The Company will furnish to each Manager, from time to time
during the period when the International Prospectus is required to be delivered
under the 1933 Act or the 1934 Act, such number of copies of the International
Prospectus (as amended or supplemented) as such Manager may reasonably request
for the purposes contemplated by the 1933 Act or the 1934 Act or the 1933 Act
Regulations or the 1934 Act Regulations.

(f) If any event shall occur as a result of which it is necessary, in
the opinion of the Company or counsel for the Managers, to amend or supplement
the International Prospectus in order to make the International Prospectus not
misleading in the light of the circumstances existing at the time it is
delivered to a purchaser, the Company will forthwith amend or supplement the
International Prospectus (in form and substance satisfactory to counsel for the
Managers) so that, as so amended or supplemented, the International Prospectus
will not include an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the light
of the circumstances existing at the time it is delivered to a purchaser, not
misleading, and the Company will furnish to the Managers a reasonable number of
copies of such amendment or supplement.

(g) The Company will endeavor, in cooperation with the Managers, to
qualify the Securities for offering and sale under the applicable securities
laws of such states and other jurisdictions of the United States as the Lead
Managers may designate; provided, however, that no such qualification shall be
required in any jurisdiction in which, as a result thereof, the Company would
be

16
<PAGE> 17
subject to taxation (and in which the Company is not currently so subject) or
the obligation to file any general consent to service of process or to qualify
as a foreign corporation in any jurisdiction in which it is not so qualified.
In each jurisdiction in which the Securities have been so qualified, the
Company will file such statements and reports as may be required by the laws of
such jurisdiction to continue such qualification in effect for a period of not
less than one year from the effective date of the Registration Statement.

(i) If, at the time that the Registration Statement becomes
effective, any information shall have been omitted therefrom in reliance upon
Rule 430A of the 1933 Act Regulations, then immediately following the execution
of the International Pricing Agreement, the Company will prepare, and file or
transmit for filing with the Commission in accordance with such Rule 430A and
Rule 424(b) of the 1933 Act Regulations, copies of the amended Prospectuses,
or, if required by such Rule 430A, a post-effective amendment to the
Registration Statement (including the amended Prospectuses), containing all
information so omitted.

SECTION 4. Payment of Expenses. The Company will pay all expenses
incident to the performance of the obligations of the Company and the Seller
under this Agreement, including (i) the printing and filing of the Registration
Statement as originally filed and of each amendment thereto, (ii) the
preparation and distribution of this Agreement, the International Pricing
Agreement and the certificates for the International Securities, (iii) the
delivery of the International Securities to the Managers, but not including the
payment of any stock transfer taxes, transaction

17
<PAGE> 18
taxes, stamp duties and similar taxes, if any, payable upon the sale of the
International Securities being sold by the Seller to the Managers, which
expense shall be borne by the Seller (it being understood that the Managers
will pay any New York stock transfer tax and the Seller will reimburse the
Managers for carrying costs if such transfer taxes are not rebated on the date
of payment), (iv) the fees and disbursements of the Company's counsel and
accountants, (v) the qualification of the International Securities under
securities laws in accordance with the provisions of Section 3(g), including
filing fees and the reasonable fees and disbursements of counsel for the
Managers in connection therewith and in connection with the preparation of the
Blue Sky Survey and any supplement thereto, (vi) the printing and delivery to
the Managers of copies of the Registration Statement as originally filed and of
each amendment thereto, of the preliminary prospectuses, and of the
Prospectuses and any amendments or supplements thereto, (vii) the printing and
delivery to the Managers of copies of the Blue Sky Survey, (viii) the filing
fees associated with the filing for review of the offering with the National
Association of Securities Dealers, Inc. (the "NASD") and (ix) the fees and
expenses of the transfer agent.

If this Agreement is terminated by the Lead Managers in accordance
with the provisions of Section 5, Section 9(a)(i) or Section 11, the Company
shall reimburse the Managers for all of their out-of-pocket expenses, including
the reasonable fees and disbursements of counsel for the Managers.

Nothing contained in this Agreement shall be deemed to be an
undertaking by the Company to pay any underwriting discount attributable to any
of the Initial Secondary International Securities, which underwriting discount
shall be borne by the Seller.

SECTION 5. Conditions of the Managers' Obligations. The obligations
of the several Managers hereunder are subject to the accuracy of the
representations and warranties of the Company and the Seller herein contained,
to the performance by the Company and the Seller of their respective
obligations hereunder, and to the following further conditions:

(a) The Registration Statement shall have become effective not later
than 5:30 P.M. on the date hereof, or with the consent of the Lead Managers, at
a later time and date, not later, however, than 5:30 P.M. on the first business
day following the date hereof, or at such later time and date as may be
approved by a majority in interest of the Managers; and at Closing Time no stop
order suspending the effectiveness of the Registration Statement shall have
been issued under the 1933 Act or proceedings therefor

18
<PAGE> 19
initiated or threatened by the Commission. If the Company has elected to rely
upon Rule 430A of the 1933 Act Regulations, the price of the Securities and any
price-related information previously omitted from the effective Registration
Statement pursuant to such Rule 430A shall have been transmitted to the
Commission for filing pursuant to Rule 424(b) of the 1933 Act Regulations
within the prescribed time period, and prior to Closing Time the Company shall
have provided evidence satisfactory to the Lead Managers of such timely filing,
or a post-effective amendment providing such information shall have been
promptly filed and declared effective in accordance with the requirements of
Rule 430A under the 1933 Act Regulations.

(b) At Closing Time, the Lead Managers shall have received:

(1) The favorable opinion, dated as of Closing Time, of
Kirkland & Ellis, counsel for the Company, in form and substance
satisfactory to counsel for the Managers, to the effect that:

(i) the Company is validly existing as a corporation
in good standing under the laws of the State of Delaware, with
corporate power to carry on the business which it now carries
on as stated in the Prospectus and to own, lease and operate
the properties used by it in such business;

19
<PAGE> 20
outstanding capital stock of each such subsidiary has been
duly authorized and validly issued, is fully paid and
non-assessable and, to the best knowledge of such counsel, all
of the issued and outstanding stock of ODI Inc., OD
International Inc., The Office Club, Inc., Eastman Office
Products Corporation, OD Wilson, Inc., L.E. Muran Co., Inc.,
Yorkship Press, Inc., Midwest Carbon Company, Silvers, Inc.,
J.A. Kindel Company, ODO, Inc., ODHC, Inc., MG Realty, Inc.,
Office Town, Inc., OD Commercial, Inc. and Allstate Office
Products, Inc. is owned by the Company;

(iv) the authorized, issued and outstanding capital stock
of the Company is as set forth in the Prospectus under the
caption "Capitalization" (except for subsequent issuances, if
any, pursuant to reservations, agreements, employee benefit
plans, the exercise or conversion of securities referred to in
the Prospectus or conversion of the 2007 LYONs and the 2008
LYONs and the shares of issued and outstanding Common Stock of
the Company, including the Initial Secondary International
Securities, have been duly and validly issued and are fully
paid and non-assessable;

(v) each of this Agreement, the International Pricing
Agreement, the U.S. Purchase Agreement and the U.S. Pricing
Agreement has been duly authorized, executed and delivered by
the Company;

(viii) the information included or incorporated by
reference in the Prospectus relating to the Company's capital
stock and the Securities and the section "Certain United
States Federal Tax Considerations" in the

20
<PAGE> 21
International Prospectus, to the extent that it constitutes
matters of law, summaries of legal matters, documents or
proceedings, or legal conclusions, has been reviewed by them
and is correct in all material respects and the form of
certificate used to evidence the Common Stock is in due and
proper form and complies with all applicable statutory
requirements;

(ix) to the best knowledge of such counsel: there
are no legal or governmental proceedings pending or threatened
which are required to be disclosed in the Registration
Statement, other than those disclosed therein; there are no
contracts, indentures, mortgages, loan agreements, notes,
leases or other instruments required to be described or
referred to in the Registration Statement or to be filed as
exhibits thereto other than those described or referred to
therein or filed as exhibits thereto; the descriptions thereof
or references thereto are correct in all material respects;
and no default exists in the due performance or observance of
any obligation, agreement, covenant or condition contained in
any contract, indenture, mortgage, loan agreement, note, lease
or other instrument so described, referred to or filed, which
default or defaults, singly or in the aggregate, are material
to the condition, financial or otherwise, or the earnings,
business affairs or business prospects of the Company;

(x) to the best knowledge of such counsel, no
authorization, approval, consent or order of any court or
governmental authority or agency is required in connection
with the sale by the Company of the Initial Primary
International Securities to the Managers hereunder, except
such as may be required under the 1933 Act, the 1933 Act
Regulations, the 1934 Act, the 1934 Act Regulations or state
securities laws; and, to the best knowledge of such counsel,
the execution and delivery of this Agreement and the
International Pricing Agreement and the consummation of the
transactions contemplated herein and therein will not conflict
with or constitute a breach of, or default under, or result in
the creation or imposition of any lien, charge or encumbrance
upon any property or assets of the Company pursuant to any
indenture, mortgage, loan agreement, note, lease, material
contract or other material instrument to which the Company is
a party or by which it may be bound, or to which any of the
property or assets of the Company is subject, nor will such
action result in any violation of the provisions of the
charter or by-laws of the Company,

21
<PAGE> 22
or any provisions of the Delaware General Corporation Law or
any administrative or court decree specifically applicable to
the Company; and

(xi) the Initial Primary International Securities and the
International Option Securities have been duly authorized for
issuance and sale pursuant to this Agreement and, if issued
and delivered by the Company pursuant to this Agreement,
against payment of the consideration set forth in the
International Pricing Agreement, will be duly and validly
issued and fully paid and non-assessable; the issuance of the
Initial Primary International Securities and the International
Option Securities is not subject to any preemptive or other
similar rights arising by operation of law or, to the best
knowledge of such counsel, otherwise.

(2) The favorable opinion, dated as of Closing Time, of Arent
Fox Kintner Plotkin & Kahn, counsel for the Seller, in form and
substance satisfactory to counsel for the Managers, to the effect
that:

(i) This Agreement, the International Pricing Agreement,
the U.S. Purchase Agreement and the U.S. Pricing Agreement
each have been duly authorized, executed and delivered by or
on behalf of the Seller.

(ii) The International Power of Attorney and Custody
Agreement and the International Power of Attorney and Custody
Agreement each have been duly authorized, executed and
delivered by the Seller and constitute the valid and binding
obligations of the Seller in accordance with its terms.

(iii) To the best of their knowledge and information, the
Seller is the sole registered owner of the Initial Secondary
International Securities to be sold by the Seller and has the
full power, right and authority to sell such Initial Secondary
International Securities as herein contemplated and upon
delivery to each of the Managers pursuant to the terms of this
Agreement, the Managers will acquire all of the Seller's
interests in the International Securities purchased by them
from the Seller, free and clear of any adverse claims (within
the meaning of Section 8-302 of the Uniform Commercial Code as
in effect in the State of New York). In rendering such
opinion, counsel may assume that the Managers purchase the
Initial Secondary International Securities in good faith and
are without notice of any defect in the

22
<PAGE> 23
title of the Seller to the Initial Secondary International
Securities.

(iv) No authorization, approval, consent, or order of any
court or governmental authority or agency is required in
connection with the sale of the Initial Secondary
International Securities from the Seller to the Managers,
except such as may be required under the 1933 Act or the 1933
Act Regulations or state securities laws.

(3) The favorable opinion, dated as of Closing Time, of
Brown & Wood, counsel for the Managers, with respect to the matters
set forth in subsections (i), (v) through (viii), inclusive, and (xi)
of subsection (b)(1) of this Section.

(4) Kirkland & Ellis and Brown & Wood shall each
additionally state that nothing has come to their attention that would
lead them to believe that the Registration Statement, at the time it
became effective or at the International Representation Date,
contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading; or that the International
Prospectus, at the International Representation Date (unless the term
"International Prospectus" refers to a prospectus which has been
provided to the Managers by the Company for use in connection with the
offering of the Securities which differs from the Prospectus on file
at the Commission at the International Representation Date, in which
case at the time it is first provided to the Managers for such use) or
at Closing Time, included or includes an untrue statement of a
material fact or omitted or omits to state a material fact necessary
in order to make the statements therein, in light of the circumstances
under which they were made, not misleading; provided, however, that
Kirkland & Ellis and Brown & Wood need not make such statement with
respect to the financial statements and other financial information
set forth in or incorporated by reference to the Registration
Statement.

(c) At Closing Time, there shall not have been, since the date hereof
or since the respective dates as of which information is given in the
Registration Statement, any material adverse change in the condition, financial
or otherwise, or in the earnings, business affairs or business prospects of the
Company and its subsidiaries considered as one enterprise, whether or not
arising in the ordinary course of business, and the Lead Managers shall have
received a certificate of the President or a Vice President of the Company and
of the chief financial or chief accounting officer of the Company, dated as of
Closing Time, to the effect that (i)

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<PAGE> 24
there has been no such material adverse change, (ii) the representations and
warranties in Section 1(a) are true and correct with the same force and effect
as though expressly made at and as of Closing Time, (iii) the Company has
complied with all agreements and satisfied all conditions on its part to be
performed or satisfied at or prior to Closing Time, and (iv) no stop order
suspending the effectiveness of the Registration Statement has been issued and
no proceedings for that purpose have been initiated or threatened by the
Commission.

(d) At Closing Time, the Lead Managers shall have received a
certificate of the Attorney-in-Fact for the Seller, dated as of Closing Time,
to the effect that (i) the representations and warranties of the Seller
contained in Section 1(b) are true and correct with the same force and effect
as though expressly made at and as of Closing Time and (ii) the Seller has
complied with all agreements and satisfied all conditions on its part to be
performed or satisfied hereunder at or prior to Closing Time. The
Attorney-in-Fact shall be entitled to rely upon certificates of the Seller in
giving its certificate.

(e) At the time of the execution of this Agreement, the Lead Managers
shall have received from Deloitte & Touche LLP a letter dated such date, in
form and substance satisfactory to the Lead Managers, to the effect that (i)
they are independent certified public accountants with respect to the Company
within the meaning of the 1933 Act and the 1933 Act Regulations; (ii) it is
their opinion that the financial statements and supporting schedules included
in or incorporated by reference in the Registration Statement and covered by
their opinions therein comply as to form in all material respects with the
applicable accounting requirements of the 1933 Act and the 1934 Act and the
respective rules and regulations thereunder; (iii) based upon the procedures
set forth in detail in such letter, nothing has come to their attention which
causes them to believe that (A) the unaudited financial statements of the
Company included or incorporated by reference in the Registration Statement,
including the Company's Quarterly Reports on Form 10-Q for the quarters ended
April 1, 1995 and July 1, 1995 do not comply as to form in all material
respects with the applicable accounting requirements of the 1933 Act and the
1934 Act and the respective rules and regulations thereunder or are not
presented in conformity with generally accepted accounting principles applied
on a basis substantially consistent with that of the audited financial
statements included in the Registration Statement, (B) at a specified date not
more than three business days prior to the date of this Agreement, there has
been any change in the capital stock of the Company or any increase in the long
term debt of the Company or any decrease in net current assets or net assets as
compared with the amounts shown in the July 1, 1995

24
<PAGE> 25
balance sheet incorporated by reference in the Registration Statement, or (C)
during the period from July 1, 1995 to a specified date not more than three
days prior to the date of this Agreement, there were any decreases, as compared
with the corresponding period in the preceding year, in sales, net earnings or
earnings per share of the Company, except in all instances for changes,
increases or decreases which the Registration Statement and the Prospectuses
disclose have occurred or may occur; and (iv) in addition to the examination
referred to in clause (iii) above, they have carried out certain specified
procedures, not constituting an audit, with respect to certain amounts,
percentages and financial information which are included or incorporated by
reference in the Registration Statement and Prospectuses and which are
specified by the Managers, and have found such amounts, percentages and
financial information to be in agreement with the relevant accounting,
financial and other records of the Company identified in such letter.

(f) At Closing Time, the Lead Managers shall have received from
Deloitte & Touche LLP a letter, dated as of Closing Time, to the effect that
they reaffirm the statements made in the letter furnished pursuant to
subsection (e) of this Section, except that the specified date referred to
shall be a date not more than three business days prior to Closing Time.

(g) In the event the Managers exercise the option granted in Section
2(b) hereof to purchase all or any portion of the International Option
Securities, the representations and warranties of the Company contained herein
and the statements in any certificates furnished by the Company hereunder shall
be true and correct as of the Date of Delivery, and the Lead Managers shall
have received:

(2) The favorable opinion of Kirkland & Ellis, counsel for
the Company, in form and substance reasonably satisfactory to counsel
for the Managers, dated the Date of Delivery, relating to the
International Option Securities and otherwise to the same effect as
the opinion required by Section 5(b)(1).

(3) The statement of Kirkland & Ellis, counsel for the
Company, in form and substance reasonably satisfactory to counsel for
the International Managers, dated the Date of Delivery, relating to
the International Option Securities and

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<PAGE> 26
otherwise to the same effect as the statement required by Section
5(b)(4).

(4) The favorable opinion of Brown & Wood, counsel for the
Managers, dated the Date of Delivery, relating to the International
Option Securities and otherwise to the same effect as the opinion
required by Section 5(b)(3) and 5(b)(4).

(5) A letter from Deloitte & Touche LLP, in form and
substance satisfactory to the Managers and dated the Date of Delivery,
substantially the same in scope and substance as the letter furnished
to the Lead Managers pursuant to Section 5(d) except that any
"specified date" in the letter furnished pursuant to this Section
5(g)(5) shall be a date not more than three business days prior to the
Date of Delivery.

(h) At Closing Time and at the Date of Delivery, if any, counsel for
the Managers shall have been furnished with such documents and opinions as they
may reasonably require for the purpose of enabling them to pass upon the sale
of the Securities as contemplated herein, or in order to evidence the accuracy
of any of the representations or warranties, or the fulfillment of any of the
agreements or conditions, herein contained; and all proceedings taken by the
Company and the Seller in connection with the sale of the Securities as herein
contemplated shall be reasonably satisfactory in form and substance to the Lead
Managers and counsel for the Managers.

If any condition specified in this Section shall not have been
fulfilled when and as required to be fulfilled, this Agreement may be
terminated by the Lead Managers by notice to the Company and the Seller at any
time at or prior to Closing Time or the applicable Date of Delivery, as the
case may be, and such termination shall be without liability of any party to
any other party except as provided in Section 4, and except that Sections 6 and
7 hereof shall survive such termination.

SECTION 6. Indemnification. (a) The Company agrees to indemnify and
hold harmless each Manager and each person, if any, who controls any Manager
within the meaning of Section 15 of the 1933 Act as follows:

26
<PAGE> 27
omission therefrom of a material fact required to be stated therein or
necessary to make the statements therein not misleading or arising out
of any untrue statement or alleged untrue statement of a material fact
contained in any preliminary prospectus or the Prospectuses (or any
amendment or supplement thereto) or the omission or alleged omission
therefrom of a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made,
not misleading;

(iii) against any and all expense whatsoever, as incurred
(including, subject to Section 6(c) hereof, the reasonable fees and
disbursements of one counsel chosen by the Lead Managers as well as
the reasonable fees and disbursements of one local counsel, as
necessary), reasonably incurred in investigating, preparing or
defending against any litigation, or any investigation or proceeding
by any governmental agency or body, commenced or threatened, or any
claim whatsoever based upon any such untrue statement or omission, or
any such alleged untrue statement or omission, to the extent that any
such expense is not paid under (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission, or alleged untrue statement or omission made in reliance
upon and in conformity with information furnished to the Company by any Manager
through the Lead Managers in writing expressly for use in the Registration
Statement (or any amendment thereto) or any preliminary prospectus or the
Prospectuses (or any amendment or supplement thereto).

The foregoing indemnification with respect to any preliminary
prospectus shall not inure to the benefit of any Manager from whom the person
asserting any such losses, claims, damages or liabilities purchased Securities,
or any person controlling such Manager, if a copy of the International
Prospectus (as then amended or supplemented if the Company shall have furnished
any amendments or supplements thereto) was not sent or given by or on behalf of
such Manager to such person, if such is required by law, at or

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<PAGE> 28
prior to the written confirmation of the sale of such Securities to such person
and if the International Prospectus (as so amended or supplemented) would have
cured the defect giving rise to such loss, claim, damage or liability.

(b) The Seller agrees to indemnify and hold harmless each Manager
and each person, if any, who controls any Manager within the meaning of Section
15 of the 1933 Act against any and all loss, liability, claim, damage and
expense described in the indemnity contained in subsection (a) of this Section,
as incurred, but only with respect to untrue statements or omissions, or
alleged untrue statements or omissions, made in the Registration Statement (or
any amendment thereto) or any preliminary prospectus or the International
Prospectus (or any amendment or supplement thereto) in reliance upon and in
conformity with written information furnished to the Company by the Seller
expressly for use in the Registration Statement (or any amendment thereto) or
such preliminary prospectus or the International Prospectus (or any amendment
or supplement thereto).

(c) Each Manager agrees, severally and not jointly, to indemnify and
hold harmless the Company, its directors, each of its officers who signed the
Registration Statement, the Seller, and each person, if any, who controls the
Company or the Seller within the meaning of Section 15 of the 1933 Act against
any and all loss, liability, claim, damage and expense whatsoever described in
the indemnity contained in subsection (a) of this Section, as incurred, but
only with respect to untrue statements or omissions, or alleged untrue
statements or omissions, made in the Registration Statement (or any amendment
thereto) or any preliminary prospectus or the Prospectuses (or any amendment or
supplement thereto) in reliance upon and in conformity with written information
furnished to the Company by such Manager through the Lead Managers expressly
for use in the Registration Statement (or any amendment thereto) or such
preliminary prospectus or the Prospectuses (or any amendment or supplement
thereto).

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<PAGE> 29
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances.

(e) The provisions of this Section 6 shall not affect any agreement
which the Company and the Seller have made or may make regarding
indemnification.

SECTION 7. Contribution. In order to provide for just and equitable
contribution in circumstances in which the indemnity agreement provided for in
Section 6 is for any reason held to be unenforceable by the indemnified parties
although applicable in accordance with its terms, the Company [, the Seller]
and the Managers shall contribute to the aggregate losses, liabilities, claims,
damages and expenses of the nature contemplated by said indemnity agreement
incurred by the Company [, the Seller] and one or more of the Managers, as
incurred, in such proportions that the Managers are responsible for that
portion represented by the percentage that the underwriting discount appearing
on the cover page of the International Prospectus bears to the initial public
offering price of the Common Stock appearing thereon and the Company [and the
Seller subject to the limit set forth in Section 6(a) are] jointly and
severally responsible for the balance; provided, however, that no person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
1933 Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. For purposes of this Section, each
person, if any, who controls a Manager within the meaning of Section 15 of the
1933 Act shall have the same rights to contribution as such Manager, and each
director of the Company, each officer of the Company who signed the
Registration Statement, and each person, if any, who controls the Company or
the Seller, within the meaning of Section 15 of the 1933 Act shall have the
same rights to contribution as the Company and the Seller.

SECTION 8. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement and the International Pricing Agreement, or contained in certificates
of officers of the Company or the Seller submitted pursuant hereto, shall
remain operative and in full force and effect, regardless of any investigation
made by or on behalf of any Manager or controlling person, or by or on behalf
of the Company or the Seller, and shall survive delivery of the Securities to
the Managers.

SECTION 9. Termination of Agreement. (a) The Lead Managers may
terminate this Agreement, by notice to the Company and the Seller, at any time
at or prior to Closing Time (i) if there has been, since the date of this
Agreement or since the respective dates as of which information is given in the
Registration

29
<PAGE> 30
Statement, any material adverse change in the financial or business condition,
or in the earnings, business affairs or business prospects of the Company and
its subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business, or (ii) if there has occurred any outbreak of
hostilities or escalation of any existing hostilities or other calamity or
crisis, the effect of which is such as to make it, in the judgment of the Lead
Managers, impracticable to market the International Securities or to enforce
contracts for the sale of the International Securities, or (iii) if trading in
the Common Stock has been suspended by the Commission, or if trading generally
on the New York Stock Exchange has been suspended, or minimum or maximum prices
for trading have been fixed, or maximum ranges for prices for securities have
been required, by said Exchange or by order of the Commission or any other
governmental authority, or if a banking moratorium has been declared by either
Federal, New York or Delaware authorities.

SECTION 10. Default by One or More of the Managers. If one or more
of the Managers shall fail at Closing Time to purchase the Initial
International Securities which it is obligated to purchase under this Agreement
and the International Pricing Agreement (the "Defaulted Securities"), the Lead
Managers shall have the right, within 24 hours thereafter, to make arrangements
for one or more of the non-defaulting Managers, or any other underwriters, to
purchase all, but not less than all, of the Defaulted Securities in such
amounts as may be agreed upon and upon the terms herein set forth. If, however,
the Lead Managers shall not have completed such arrangements within such
24-hour period, then:

(a) if the number of Defaulted Securities does not exceed 10% of the
Initial International Securities, the non-defaulting Managers shall be
obligated to purchase the full amount thereof in the proportions that their
respective underwriting obligations hereunder bear to the underwriting
obligations of all non-defaulting Managers, or

(b) if the number of Defaulted Securities exceeds 10% of the Initial
International Securities, this Agreement shall terminate without liability on
the part of any non-defaulting Manager, the Company or the Seller.

No action taken pursuant to this Section shall relieve any defaulting
Manager from liability in respect of its default.

30
<PAGE> 31
In the event of any such default which does not result in a
termination of this Agreement, the Lead Managers, the Company and the Seller
shall have the right to postpone Closing Time for a period not exceeding seven
days in order to effect any required changes in the Registration Statement or
the Prospectuses or in any other documents or arrangements.

SECTION 11. Default by the Seller [or the Company]. If the Seller
shall fail at Closing Time to sell and deliver the number of International
Securities which such Seller is obligated to sell hereunder, then the Managers
may, at their option, by notice to the Company, either (a) terminate this
Agreement without liability on the part of any non-defaulting party or (b)
elect to purchase the International Securities which the Company has agreed to
sell hereunder.

In the event of a default by the Seller as referred to in this Section
11, the Managers and the Company shall have the right to postpone Closing Time
for a period not exceeding seven days in order to effect any required changes
in the Registration Statement or the Prospectuses or in any other document or
arrangements.

[If the Company shall fail at Closing Time or at the Date of Delivery
to sell and deliver the number of International Securities that it is obligated
to sell hereunder, then this Agreement shall terminate without any liabilities
on the part of any non-defaulting party.]

No action taken pursuant to this Section 11 shall relieve [the Company
or] the Seller from liability, if any, in respect of such default.

SECTION 12. Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the Managers
shall be directed to the Lead Managers, c/o Merrill Lynch International
Limited, Ropemaker Place, 25 Ropemaker Street, London EC2Y 9LY, Attention:
Equity Capital Markets; notices to the Company shall be directed to it at 2200
Old Germantown Road, Delray Beach, Florida 33445, attention Barry J. Goldstein,
Chief Financial Officer, notices to the Seller shall be directed to it to c/o
Mr. Yves Sisteron, 602 North Crescent Drive, Beverly Hills, California 90210.

SECTION 13. Parties. This Agreement and the International Pricing
Agreement shall inure to the benefit of and be binding upon the Managers, the
Company and the Seller and their respective successors, heirs and legal
representatives. Nothing expressed or mentioned in this Agreement or the
International Pricing Agreement

31
<PAGE> 32
is intended or shall be construed to give any person, firm or corporation,
other than the Managers, the Company and the Seller and their respective
successors, heirs and legal representatives and the controlling persons and
officers and directors referred to in Sections 6 and 7 and their respective
successors, heirs and legal representatives, any legal or equitable right,
remedy or claim under or in respect of this Agreement or the International
Pricing Agreement or any provision herein or therein contained. This Agreement
and the International Pricing Agreement and all conditions and provisions
hereof and thereof are intended to be for the sole and exclusive benefit of the
Managers, the Company and the Seller and their respective successors, heirs and
legal representatives, and said controlling persons and officers and directors
and their respective successors, heirs and legal representatives, and for the
benefit of no other person, firm or corporation. No purchaser of Securities
from any Manager shall be deemed to be a successor by reason merely of such
purchase.

SECTION 14. Consent to Jurisdiction; Appointment of Agent to Accept
Service of Process.

(b) Appointment of Service Agent. The Seller designates,
appoints, and empowers CT Corporation System with offices currently at 1633
Broadway, New York, New York 10019, as its designee, appointee and agent to
receive and accept for and on its behalf, and its properties, assets and
revenues, service of any and all legal process, summons, notices and documents
that may be served in any action, suit or proceeding brought against the Seller
in any such federal or state court with respect to its obligations, liabilities
or any other matter arising out of or in connection with this Agreement and
that may be made on such designee, appointee and agent in accordance with legal
procedures prescribed for such courts. If for any reason such designee,
appointee and agent hereunder shall cease to be available to act as such, the
Seller agrees to designate a new designee, appointee and agent in The City of
New York on the terms and for the purposes of this Section 14 satisfactory to
the Underwriters. The Seller further hereby irrevocably consents and agrees to
the service of any and all legal process, summons, notices and documents in any
such action, suit or proceeding against the Seller, by serving a copy thereof
upon the relevant agent for service of process referred to in this Section 14
(whether or not the appointment of such agent

32
<PAGE> 33
shall for any reason prove to be ineffective or such agent shall accept or
acknowledge such service) with a copy to the Seller as provided in Section 12.
The Seller agrees that the failure of any such designee, appointee and agent to
give any notice of such service to it shall not impair or affect in any way the
validity of such service or any judgment rendered in any action or proceeding
based thereon. Nothing herein shall in any way be deemed to limit the ability
of the Underwriters and the other persons referred to in Section 6 to serve any
such legal process, summons, notices and documents in any other manner
permitted by applicable law or to obtain jurisdiction over the Seller, or bring
actions, suits or proceedings against it in such other jurisdictions, and in
such manner, as may be permitted by applicable law. The Seller irrevocably and
unconditionally waives, to the fullest extent permitted by law, any objection
that it may now or hereafter have to the laying of venue of any of the
aforesaid actions, suits or proceedings arising out of or in connection with
this Agreement brought in the federal courts located in The City of New York or
the courts of the State of New York located in The City of New York and hereby
further irrevocably and unconditionally waives and agrees not to plead or claim
in any such court that any such action, suit or proceeding brought in any such
court has been brought in an inconvenient forum.

SECTION 15. GOVERNING LAW AND TIME. THIS AGREEMENT AND THE
INTERNATIONAL PRICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE
AND TO BE PERFORMED IN SAID STATE. SPECIFIED TIMES OF DAY REFER TO NEW YORK
CITY TIME.

33
<PAGE> 34
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to each of the Company and the
Attorney-in-Fact a counterpart hereof, whereupon this instrument, along with
all counterparts, will become a binding agreement between the Managers, the
Company and the Seller in accordance with its terms.

Very truly yours,

OFFICE DEPOT, INC.

By:
------------------------------
Name:
Title:

FOURCAR B.V.

By:
-------------------------------
As Attorney-in-Fact, acting on
behalf of Fourcar B.V.

34
<PAGE> 35
CONFIRMED AND ACCEPTED,
as of the date first above written:

MERRILL LYNCH INTERNATIONAL LIMITED
GOLDMAN SACHS INTERNATIONAL
PRUDENTIAL-BACHE SECURITIES (U.K.) INC.
THE ROBINSON-HUMPHREY COMPANY, INC.

By:
--------------------------------
Name:

For themselves and as Lead Managers of the
other Managers named in Schedule A hereto.

35
<PAGE> 36
SCHEDULE A

<TABLE>
<CAPTION>
Number of Initial
International Securities
Name of Manager to be Purchased
--------------- ------------------------
<S> <C>
Merrill Lynch International Limited . . . . . . . . . . . . . . . . . . . . . . . . .
Goldman Sachs International . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prudential-Bache Securities (U.K.) Inc. . . . . . . . . . . . . . . . . . . . . . . .
The Robinson-Humphrey Company, Inc. . . . . . . . . . . . . . . . . . . . . . . . . .

---------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,100,000
=========
</TABLE>
<PAGE> 37
[SCHEDULE B]

[Stockholders who have
Agreed to 90-Day Lock-Up
Pursuant to Section 1(a)(xviii)
of the International Purchase Agreement]
<PAGE> 38
EXHIBIT A

3,100,000 Shares

OFFICE DEPOT, INC.
(a Delaware corporation)

Common Stock
(Par Value $.01 Per Share)

INTERNATIONAL PRICING AGREEMENT

August __, 1995

MERRILL LYNCH INTERNATIONAL LIMITED
GOLDMAN SACHS INTERNATIONAL
PRUDENTIAL-BACHE SECURITIES (U.K.) INC.
THE ROBINSON-HUMPHREY COMPANY, INC.
as Lead Managers of the several Managers
named in the within-mentioned International Purchase Agreement
c/o Merrill Lynch International Limited
Ropemaker Place
25 Ropemaker Street
London EC2Y 9LY
England

Dear Sirs:

Reference is made to the International Purchase Agreement, dated
August __, 1995 (the "International Purchase Agreement"), relating to the
purchase by the several Managers named in Schedule A thereto, for whom Merrill
Lynch International Limited, Goldman Sachs International, Prudential-Bache
Securities (U.K.) Inc., and The Robinson-Humphrey Company, Inc. are acting as
representatives (the "Lead Managers"), of the above shares of Common Stock (the
"Initial International Securities"), of Office Depot, Inc. (the "Company").

Pursuant to Section 2 of the International Purchase Agreement, each of
the Company and Fourcar B.V. (the "Seller"), severally and not jointly, agree
with each Manager as follows:

1. The initial public offering price per share for the
Initial International Securities, determined as provided in said
Section 2, shall be $_______.

2. The purchase price per share for the Initial International
Securities to be paid by the several Managers shall be $_____, being
an amount equal to the initial public offering price set forth above
less $_____ per share.

A-1
<PAGE> 39
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to each of the Company and to the
Attorney-in-Fact for the Seller a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement among
the Managers, the Company and the Seller in accordance with its terms.

Very truly yours,

OFFICE DEPOT, INC.

By:
-------------------------------------
Name:
Title:

FOURCAR B.V.

By:
-------------------------------------
As Attorney-in-Fact, acting on
behalf of Fourcar B.V.

CONFIRMED AND ACCEPTED,
as of the date first above written:

MERRILL LYNCH INTERNATIONAL LIMITED
GOLDMAN SACHS INTERNATIONAL
PRUDENTIAL-BACHE SECURITIES (U.K.) INC.
THE ROBINSON-HUMPHREY COMPANY, INC.

By:
--------------------------------
Name:

For themselves and as Lead Managers of the
other Managers named in Schedule A
to the International Purchase Agreement

A-2

<PAGE> 1

Exhibit 5.1

Kirkland & Ellis
200 East Randolph Drive
Chicago, Illinois 60601

August 11, 1995

Office Depot, Inc.
2200 Old Germantown Road
Delray Beach, Florida 33445

Ladies and Gentlemen:

We have acted as counsel to you (the "Company") in connection with the
preparation of a Registration Statement on Form S-3 (File No. 33-61417) (the
"Registration Statement") pertaining to the registration of an offering of up
to 17,825,000 shares of the Company's Common Stock, $0.01 par value (the
"Common Stock"), of which 4,325,000 shares (the "Primary Shares") are being
registered for sale by the Company and 13,500,000 shares (the "Secondary
Shares") are being registered for sale by a stockholder of the Company (the
"Seller").

In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary for the purposes of this
opinion, including (a) the Amended and Restated Certificate of Incorporation of
the Company; (b) the Bylaws of the Company; and (c) resolutions adopted by the
unanimous written consent of the Company's Board of Directors on July 28, 1995.

For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of
all documents submitted to us as copies. We have also assumed the legal
capacity of all natural persons, the genuineness of the signatures of persons
signing all documents in connection with which this opinion is rendered, the
authority of such persons signing on behalf of the parties thereto other than
the Company and the due authorization, execution and delivery of all documents
by the parties thereto other than the Company.

<PAGE> 2

Based upon and subject to the foregoing, we hereby advise you that in
our opinion:

(1) The Company is a corporation validly existing and in good
standing under the laws of the State of Delaware.

(2) the Primary Shares and the Secondary Shares have been duly
authorized, and, when (i) the Registration Statement, as finally amended, shall
have become effective and (ii) the Primary Shares and the Secondary Shares
shall have been duly executed and delivered on behalf of the Company and the
Seller, respectively, and issued upon receipt of the consideration to be paid
therefor, the Primary Shares and the Secondary Shares will be validly issued,
fully paid and nonassessable.

We are qualified to practice law in the State of Illinois and do not
herein express any opinion as to any laws other than the laws of the State of
Illinois, the General Corporation Law of the State of Delaware and the Federal
laws of the United States of America as such are constituted on the date of
this opinion.

We consent to the filing of this letter as an exhibit to the
Registration Statement and to the reference to our firm in the Prospectus.

We do not find it necessary for the purposes of this opinion, and
accordingly we do not purport to cover herein, the application of the
securities or "Blue Sky" laws of the various states to the issuance and sale of
the Common Stock.

This opinion is furnished to you in connection with the filing of the
Registration Statement, and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose.

Very truly yours,

KIRKLAND & ELLIS