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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.

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