PARTNERSHIP AGREEMENT

 

                                                                    EXHIBIT 10.9

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                             PARTNERSHIP AGREEMENT

                                    between

                               OFFICE DEPOT, INC.

                                      and

                                CARREFOUR, S.A.

                           Dated as of June 10, 1995

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                             PARTNERSHIP AGREEMENT

Between OFFICE DEPOT having its registered office at 220 Old Germantown Road,
Delray Beach, Florida 33445, USA represented by Mr. David Fuente, (hereafter
referred to as "OD") and

CARREFOUR, a joint stock company incorporated under French law, having its
registered office at 6 Avenue Raymond Poincare, 75116 Paris, France, acting in
its own name and on behalf of the other companies in the CARREFOUR Group,
represented by Mr. Daniel Bernard, (hereafter referred to as "Carrefour").

(The parties are hereinafter collectively referred to as the "Partners").

                                    PREAMBLE

OD carries on, in the USA and Canada, the activity of selling office supplies,
office services, business machines, computer equipment and office furniture at
discount prices in the retail format of warehouse formats (the "Business").

Carrefour carries on, in countries throughout the world, an activity
establishing and operating hypermarkets proposing self-service at discount
prices of a large assortment of food and non-food items, as well as various
services.

1.       OBJECT

         The Partners have decided to pool their knowledge and experience and
         to create a joint venture company as described hereinafter, with the
         object of developing together a chain of stores that sells at discount
         prices office supplies, office services, business machines, computer
         equipment, and office furniture in the retail warehouse format similar
         to the format that OD operates in North America (the "Joint Venture").

2.       TERRITORY

         The territory in which the Joint Venture will exercise its activity
         shall be France (the "Territory").

3.       JOINT VENTURE VEHICLE

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         3.1     The Partners shall cause a Societe par Actions Simplifiee
         ("SAS"), a company having limited liability under French law, to be
         formed with the name "Office Depot France SAS" (hereinafter the "Joint
         Venture Company"), in which the Partners shall each hold 50% of the
         capital stocks and 50% of the voting rights.

         3.2     The initial share capital of the Joint Venture Company shall
         be 5,000,000 FF divided into 50,000 shares having a par value of 100
         FF each.  Initial capital contribution shall be the equivalent of
         2,500,000 FF for each of Carrefour and OD.

         3.3     The Partners may initially hold their respective interests in
         the Joint Venture Company either directly or through affiliated
         companies and hereby expressly warrant to each other that they will
         continue to have lasting control over these companies (the
         "Affiliates").  For purposes of this Agreement, the term control shall
         mean the relevant Partner holding more than 50% of the voting stock
         shares or a majority of the voting rights in the relevant Affiliate
         company.

         3.4     Additionally subsidiary companies, such as a Societe en Nom
         Collectif with the name "Office Depot France SNC" ("SNC"), may be
         organized, if justified by practical commercial grounds or for other
         sound reasons.  Unless such companies are fully owned by the Joint
         Venture Company, the principle of equality of the shareholding ratio
         between Partners and all other

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         provisions of this Agreement will apply to those companies on the same
         basis.  Upon mutual consent of the Partners, the SAS form of the Joint
         Venture Company shall be converted into any other suitable form of
         limited liability entity.

         3.5     One of the goals of the Joint Venture being to arrange for the
         listing of the Joint Venture Company, the Partners agree that in the
         event of listing, they will make such changes to the present Agreement
         and the Joint Venture Company as may be necessary or desirable.

4.       MANAGEMENT

         4.1     The Joint Venture Company shall be controlled by a Board of
         Directors (the "Board") comprised of six directors, three of whom shall
         be appointed by OD and three of whom shall be appointed by Carrefour.
         All decisions of the Board except those specified in Article 4.5,
         shall be adopted by majority decisions of all members present or
         represented.  The Chairman of the Board will be elected by the Board.
         In addition, the General Manager will sit on the Board and shall have
         no voting rights on matters brought before the Board.

         4.2     OD shall be responsible for the operation and management of
         the Joint Venture Company.  The OD Directors shall have the right to
         appoint and replace the General Manager, who shall initially be Mr.
         Bernard Louvat.  The General Manager shall be empowered to take all
         decisions concerning the Joint Venture

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         Company which arise in the ordinary course of business.

         4.3     The General Manager shall be responsible for preparing an
         annual budget for the Joint Venture Company, to be submitted to the
         Board of Directors for approval.  The General Manager shall also be
         responsible for the preparation, monitoring, and updating of a
         four-year business plan and shall provide all relevant financial
         information to the Board of Directors.

         4.4     The General Manager shall manage the Company in accordance
         with the approved budget and business plan.  The initial business plan
         will be prepared and submitted to the Board of Directors within four
         months of signing, will be duly approved for the next four years by
         the Partners and will be reviewed annually.

         4.5     The unanimous approval of all members of the Board shall be
         required for the Joint Venture Company to carry out the following
         restricted transactions:

         a)      any modifications to the Articles of the Incorporation of the
                 Joint Venture Company;

         b)      any modifications to, or the adoption of, expansion of
                 financing strategies of the Joint Venture Company and
                 adoption/approval of the business plan and each annual budget.

         4.6     The Board of Directors shall meet at least twice a year upon
         the written request of the Chairman of the Board or the General
         Manager.  The written request shall be sent 15 days in advance.  At
         least one Board meeting may be held in

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         the United States if contemporaneously held with the OD Board
         Meeting.

5.       TECHNICAL ASSISTANCE

         Carrefour shall enter into certain service arrangement contracts with
         the Joint Venture Company for purposes of providing the necessary
         technical expertise, as set forth in the Technical Assistance
         Agreement in the form annexed hereto.  The fee as outlined in the
         Technical Assistance Agreement of two-tenths of one percent (2/10%) of
         net sales payable to Carrefour.  The fee structure cannot be changed
         without the agreement of the Partners.

6.       MASTER AGREEMENT

         OD and the Joint Venture Company shall enter into the Master
         Agreement, which is annexed hereto, for purposes of granting OD rights
         and trademarks to the Joint Venture Company.  The fee structure is as
         outlined in the Master Agreement of .50% (1/2 of one percent) of Net
         Sales payable to Office Depot in addition to the initial fee for
         France of USD$400,000 for the software licenses.  The fee structure
         cannot be changed without the agreement of the Partners.

7.       SHARE TRANSFERS

         The Partner that wishes to transfer, sell or otherwise dispose of any
         of its shares must first obtain the written consent of

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         the non-transferring Partner.  In the case of transfer by a Partner to
         an Affiliate of that Partner, the consent of the other Partners shall
         not be unreasonably withheld.

8.       TERMINATION/DEFAULTING PARTNER

         8.1     Term  Unless earlier terminated as provided herein, the
         Joint Venture shall continue as long as the Partners remain
         Shareholders of the Joint Venture Company.

         8.2     A notice of termination of this Agreement may be given by a
         Partner in the event that the other Partner is in material breach of
         any of its obligations under this Agreement (or any of the other
         agreements contemplated hereby), where such breach has not been cured
         within a reasonable time, which in no event shall be less than 30
         working days after receipt of such notification by such other Partner,
         provided that the cure for such breach is commenced within such 30-day
         period.

         8.3     In the event this Agreement is terminated under Section 8.2,
         the effect will be to compel the defaulting Partner, at the
         non-defaulting Partner's option, to either offer to sell its shares to
         the non-defaulting Partner or purchase the non-defaulting Partner's
         shares in each case at a price determined by an independent expert.
         The expert shall be named by mutual agreement of the Partners or,
         failing agreement, by the President of the Commercial Court of Paris
         upon the request of the most diligent Partner.  The expert shall
         render his determination within three months after nomination and his

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         determination shall be final and not subject to appeal.

         8.4     Bankruptcy   The Joint Venture will automatically terminate and
         the Joint Venture Company will be dissolved upon the bankruptcy,
         resignation or expulsion of either Partner.

9.       NON-COMPETITION

         OD and Carrefour agree that for the term of this Agreement they shall
         not engage or take any interest or shareholding, whether directly or
         indirectly, in any entity in the territory having an activity
         identical or similar to the Business, provided, however, that
         Carrefour shall reserve the right to sell office equipment, furniture
         and products in its hypermarkets.

10.      DISPUTE RESOLUTION AND DEADLOCK

         10.1    The Partners hereby agree that in the event of major or
         persistent disagreement between the Partners concerning the business
         plan or the management of the Joint Venture Company which leads to the
         inability of the Joint Venture Company to conduct business in due
         course, or a disagreement between the Partners involving a transfer of
         shares, the procedure set forth in Section 10.2 shall apply.

         10.2    Either Partner may, upon written notice, call a meeting of the
         President of each Partner.  The purpose of the meeting shall be to
         resolve amicably, and in good faith, any dispute.  In the event that
         the dispute cannot be resolved successfully

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         within one month of the delivery of such notice (the "Notice") date,
         then for a period of three months, OD shall have the option to
         purchase all of Carrefour's shares in the Joint Venture Company at a
         price to be determined by an independent expert in accordance with the
         procedure described in Article 8.3.

         10.3    In the event that OD does not exercise its option, then for a
         succeeding period of three months, Carrefour shall have the option to
         purchase all of OD's shares in the Joint Venture Company at the same
         price.

         10.4    If neither OD nor Carrefour exercise their options, then the
         Joint Venture shall terminate and the Joint Venture Company either be
         sold to a third party with the agreement of both Partners or shall be
         liquidated.

11.      TRANSPARENCY AND ACCESS TO THE BOOKS OF THE JOINT VENTURE COMPANY

         The Partners subscribe to the principle of transparency in connection
         with the Joint Venture Company.

12.      ASSUMPTION

         A pre-condition of the validity of such transfer of shares under
         Section 7 is that the acquiring party must expressly and
         simultaneously accept to be bound by the terms of this Agreement and
         that the Partner transferring the shares

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         guarantees the due performance of all obligations hereunder if so
         required by the other Partner.

13.      AUDIT

         The accounts of the Joint Venture Company shall be audited once per
         year by Deloitte and Touche.  

         Each Partner shall have the right to carry out a supplementary
         independent audit of the Joint Venture Company, no more than once per
         year and at its own cost, and the Joint Venture Company shall
         cooperate in supplying the necessary information.

14.      MODIFICATIONS

         This Agreement may not be modified except by written agreement signed
         by both the Partners.

15.      WHOLE AGREEMENT

         This Agreement and the related agreements annexed hereto constitute
         the entire agreement between the Partners and supersede any prior
         understanding, whether written or oral concerning the present Joint
         Venture.

16.      SEVERABILITY

         In the event that any of the provisions of this Agreement should prove
         to be invalid or illegal, this fact shall not affect the validity of
         the remaining provisions and the

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         offending provision shall be severed from this Agreement.  The
         Partners undertake to replace the invalid or illegal provision with a
         permissible provision which as nearly as possible reproduces the legal
         and financial purposes of the invalid or illegal provision.

17.      WAIVER

         No failure or delay on the part of either Partner hereto to exercise
         any right, power or remedy hereunder shall operate as a waiver
         thereof, nor shall any express waiver or assent to any breach or
         default operate as a waiver or assent to any subsequent breach or
         default of the same or any other term or condition of this Agreement.

18.      CONFIDENTIALITY

         The Partners agree, both during this Agreement and after its
         termination for whatever reason, except as otherwise required by
         applicable law, to keep strictly confidential all technical,
         financial, commercial, and other confidential information obtained by
         them during the course of the Agreement and the related agreements
         annexed hereto.

19.      APPLICABLE LAW

         This Agreement shall be governed and construed in accordance with the
         law of France.

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20.      LANGUAGE

         This Agreement is executed in the English language and any
         translations made into another language for the convenience of the
         Partners shall in no way prevail over the English version, which is
         the sole binding Agreement between the Partners.

21.      RELATION AMONG AGREEMENTS

         The Partners agree that the present Agreement and all other agreements
         and documents attached or relating to the Joint Venture shall be
         considered as one complete whole.  In the event of inconsistency or
         disagreement among such agreements and/or documents, the terms of the
         Partnership Agreement shall prevail.  In the event of termination of
         the Joint Venture for any reason, all of such agreements shall
         terminate (except for clauses expressly surviving termination).  All
         disputes between the Partners concerning any of such agreements shall
         be resolved in a consistent and coordinated manner by arbitration as
         set forth herein.

22.      AUTHORIZATIONS - DECLARATIONS

         The Partners agree to take all necessary steps to obtain any
         authorizations and to complete any declarations which may be necessary
         for the proper performance of this Agreement.

23.      ARBITRATION

         23.1    In the event of any dispute concerning the

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         interpretation, validity, or performance of this Agreement, and any
         other agreement relating to the Joint Venture, the Partners agree that
         they shall meet, with a view to finding an amicable resolution.
         Failing such an amicable resolution within 30 days from the date of
         the meeting between the Partners to which they have been called by
         either Partner, by way of registered letter, the question shall be
         submitted to arbitration in accordance with the rules of the
         International Chamber of Commerce.

         23.2    The Partners shall each name an arbitrator in the month
         following the expiration of the 30-day delay referred to above.  Each
         Partner shall notify the other by registered letter of the name of the
         arbitrator chosen and the questions it wishes to submit for decision.
         The arbitrators chosen shall have a further 30 days in which to
         appoint a third arbitrator, who shall preside as Chairman of the
         arbitration.

         23.3    In the event that one of the Partners fails to designate an
         arbitrator, or the two arbitrators fail to agree on the appointment of
         the third, any  missing arbitrator shall be designated in accordance
         with the ICC Rules.

         23.4    The arbitration shall take place in Geneva and the arbitrators
         shall use their best efforts to render a decision in the shortest time
         possible.  The language of the arbitration shall be English.

         23.5    The decision of the arbitrators shall be final and binding and
         incapable of appeal.  The decision may be

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         registered with a competent Court, upon the request of either of the
         Partners.

Signed this 10th day of June, 1995

/s/ D. Bernard                                  /s/ D. Fuente
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CARREFOUR                                       OFFICE DEPOT

D. Bernard                                      D. Fuente

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Basic Info X:

Name: PARTNERSHIP AGREEMENT
Type: Partnership Agreement
Date: March 29, 1996
Company: OFFICE DEPOT INC
State: Delaware

Other info:

Date:

  • June 10 , 1995
  • 10th day of June , 1995

Organization:

  • 6 Avenue Raymond Poincare
  • Societe en Nom Collectif
  • The Board of Directors
  • OD Board Meeting
  • Technical Assistance Agreement
  • Joint Venture Company
  • International Chamber of Commerce

Location:

  • Germantown Road
  • Delray Beach
  • Florida
  • Canada
  • North America
  • United States
  • Paris
  • France
  • Geneva

Money:

  • $ 400,000

Person:

  • David Fuente
  • Daniel Bernard
  • Bernard Louvat
  • D. Bernard s D. Fuente
  • D. Bernard D. Fuente

Percent:

  • one percent 210 %
  • .50 %