Form of Loan Request - Under Credit Agreement - Staples Inc.


FORM OF LOAN REQUEST

STAPLES, INC.
500 Staples Drive
Framingham, Massachusetts 01702

[ , 20 ]

Bank of America, N.A., as Administrative Agent
2001 Clayton Road

Mail Code: CA4-702-02-25
Concord, CA 94520-2405

Attention: Yamila Faamausili

Ladies and Gentlemen:

Reference is hereby made to that certain Credit Agreement dated as of November 4, 2010 (as the same may be amended, amended and restated, supplemented or otherwise modified and in effect from time to time, the "Credit Agreement"), by and among Staples, Inc. (the "Borrower"), the Lenders listed on Schedule 1 thereto (the "Lenders"), Bank of America, N.A., as administrative agent for the Lenders (in such capacity, the "Administrative Agent"), as the lender of Swing Line Loans, and as an Issuing Bank, Barclays Capital and HSBC Bank USA, National Association, as co-syndication agents for the Lenders and each as an Issuing Bank, and Wells Fargo Bank, National Association and JPMorgan Chase Bank, N.A., as co-documentation agents for the Lenders. Capitalized terms which are used herein without definition and which are defined in the Credit Agreement shall have the same meanings herein as in the Credit Agreement.

Pursuant to §2.2 of the Credit Agreement, we hereby request that a Loan consisting of [a Base Rate Loan in the principal amount of $ , or a Eurocurrency Rate Loan in the currency of [ ] and in the principal amount of with an Interest Period of ] be made on , 20 . We understand that this request is irrevocable and binding on us and obligates us to accept the requested Loan on such date.

We hereby certify that (a) the aggregate outstanding principal amount of the Dollar Equivalent of Loans on today153s date, excluding this borrowing and any Loans to be repaid contemporaneously with this borrowing of Loans or other Loans made today, is $ , the aggregate outstanding principal amount of the Swing Line Loans on today153s date, including any Swing Line Loans to be made today but excluding any Swing Line Loans to be repaid contemporaneously with this borrowing of Loans or other Loans made today, is $ , and the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations on today153s date is $ , (b) the aggregate outstanding principal amount of the Dollar



Equivalent of Loans denominated in Alternative Currencies on today153s date, excluding this borrowing and any such Loans to be repaid contemporaneously with this borrowing of Loans or other Loans made today, is $ , and the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations with respect to Letters of Credit denominated in Alternative Currencies on today153s date is $ , (c) we will use the proceeds of the requested Loan in accordance with the provisions of the Credit Agreement, (d) each of the representations and warranties contained in the Credit Agreement or in any document or instrument delivered pursuant to or in connection with the Credit Agreement was true as of the date as of which it was made and is true at and as of the date hereof (except to the extent of changes resulting from transactions contemplated or permitted by the Credit Agreement and changes occurring in the ordinary course of business that singly or in the aggregate are not materially adverse, and to the extent that such representations and warranties related expressly to an earlier date[, and excluding the representation and warranty contained in §5.5 of the Credit Agreement](1)) and (e) no Default or Event of Default has occurred and is continuing.

Very truly yours,

STAPLES, INC.

By:

Name:

Title:


(1) The bracketed language in clause (d) shall be excluded if the Senior Debt Rating is lower than the Senior Debt Rating Threshold as of the date hereof.