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Revolving Credit Agreement - STAPLES INC - 3-4-2004

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Revolving Credit Agreement - STAPLES INC - 3-4-2004 Powered By Docstoc
					Exhibit 10.14 AMENDMENT NO. 1 to that certain REVOLVING CREDIT AGREEMENT dated as of June 21, 2002 AMENDMENT NO. 1 (this "AMENDMENT"), dated as of May 22, 2003, to the Revolving Credit Agreement, dated as of June 21, 2002 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), by and among (a) STAPLES, INC. (the "BORROWER"), a Delaware corporation having its principal place of business at 500 Staples Drive, Framingham, MA 01701, (b) FLEET NATIONAL BANK and the other lending institutions listed on SCHEDULE 1 attached thereto (the "LENDERS"), (c) FLEET NATIONAL BANK, as administrative agent (in such capacity, the "AGENT") for the Lenders, (d) CITICORP USA, INC. and WACHOVIA BANK, NATIONAL ASSOCIATION, as co-syndication agents for the Lenders, and (e) HSBC BANK USA and JPMORGAN CHASE BANK, as co-documentation agents for the Lenders. WHEREAS, the Borrower, the Lenders and the Agent have agreed, on the terms and conditions set forth herein, to amend certain provisions of the Credit Agreement; NOW THEREFORE, the parties hereto hereby agree as follows: Section 1. DEFINED TERMS. 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. Section 2. AMENDMENTS TO THE CREDIT AGREEMENT. (a) Section 1 of the Credit Agreement is hereby amended by deleting the reference to the word "cumulative" in the second sentence of Section 1.2(k) and inserting a reference to the word "additive" in lieu thereof. (b) Section 2 of the Credit Agreement is hereby amended by deleting Section 2.12 in its entirety and inserting the following new Section 2.12 in lieu thereof: "SECTION 2.12. REQUEST FOR EXTENSION OF MATURITY DATE. The Borrower may, on one occasion, provided that no Default or Event of Default has occurred and is continuing, by written notice to the Agent given on or before October 21, 2003, request that the initial Maturity Date be extended to a specified date not later than December 21, 2006. The Agent shall notify the Lenders of such request promptly after receipt, and request each Lender to notify the Agent of its determination to consent or not to consent to such extension. Each Lender which makes a determination not to consent to the extension of the initial Maturity Date

on or before November 21, 2003 shall notify the Agent of such determination by November 21, 2003. A Lender's failure to respond within the foregoing time period shall not be deemed to be a consent by such Lender to the extension of the Maturity Date. The Borrower may take the actions permitted by Section 4.12 to replace any Lender that fails to agree to such extension. If all of the Lenders (including the Replacement Lender, if applicable) consent to the extension by so notifying the Agent in writing on or before January 30, 2004, the Maturity Date shall be extended to the date requested by the Borrower in its notice but in any event not later than December 21, 2006, and the definition of Maturity Date shall be deemed to reflect such extension for all purposes hereof." (c) Section 7 of the Credit Agreement is hereby amended by (i) deleting the word "and" at the end of Section 7.3 (l), (ii) deleting the period at the end of Section 7.3(m) and inserting the text "; and" in lieu thereof and (iii) inserting the following new Section 7.3(n) in proper numerical and alphabetical order therein:

on or before November 21, 2003 shall notify the Agent of such determination by November 21, 2003. A Lender's failure to respond within the foregoing time period shall not be deemed to be a consent by such Lender to the extension of the Maturity Date. The Borrower may take the actions permitted by Section 4.12 to replace any Lender that fails to agree to such extension. If all of the Lenders (including the Replacement Lender, if applicable) consent to the extension by so notifying the Agent in writing on or before January 30, 2004, the Maturity Date shall be extended to the date requested by the Borrower in its notice but in any event not later than December 21, 2006, and the definition of Maturity Date shall be deemed to reflect such extension for all purposes hereof." (c) Section 7 of the Credit Agreement is hereby amended by (i) deleting the word "and" at the end of Section 7.3 (l), (ii) deleting the period at the end of Section 7.3(m) and inserting the text "; and" in lieu thereof and (iii) inserting the following new Section 7.3(n) in proper numerical and alphabetical order therein: "(n) Investments consisting of loans and advances to, and equity Investments in, Persons in the same line of business as the Borrower, not exceeding $10,000,000 in the aggregate at any one time outstanding." SECTION 3. CONDITIONS TO EFFECTIVENESS. This Amendment shall become effective upon the satisfaction of the following conditions precedent, all of the following to be in form and substance satisfactory to the Agent: (a) DELIVERY OF AMENDMENT. This Amendment shall have been duly executed and delivered by each of the Borrower, the Guarantors, the Required Lenders and the Agent, shall be in full force and effect and shall be in form and substance satisfactory to the Required Lenders. The Agent shall have received a fully executed copy of this Amendment. (b) PROCEEDINGS AND DOCUMENTS. All proceedings in connection with the transactions contemplated by this Amendment and all documents incident thereto shall be reasonably satisfactory in substance and form to the Agent, and the Agent shall have received all information and such counterpart originals or certified or other copies of such documents as the Agent may reasonably request. SECTION 4. AFFIRMATION AND ACKNOWLEDGMENT OF THE BORROWER AND THE GUARANTORS. (a) THE BORROWER. The Borrower hereby ratifies and confirms all of its Obligations to the Lenders and the Agent and the Borrower hereby affirms its absolute and unconditional promise to pay to the Lenders and the Agent the Loans and all other Obligations under the Credit Agreement, as amended hereby. (b) THE GUARANTORS. Each of the Guarantors hereby ratifies and confirms all of its Obligations to the Lenders and the Agent and each of the Guarantors hereby affirms its unconditional and irrevocable guaranty of the Obligations under the Credit Agreement, as amended hereby.

SECTION 5. REPRESENTATIONS AND WARRANTIES. Each of the Guarantors and the Borrower hereby represents and warrants to the Agent and the Lenders as follows: (a) REPRESENTATION AND WARRANTIES. The representations and warranties of each of the Guarantors and the Borrower contained in the Credit Agreement and the other Loan Documents were true and correct in all material respects as of the date when made and continue to be true and correct in all material respects on the date hereof, except to the extent of changes resulting from transactions contemplated by the Credit Agreement and the other Loan Documents and changes occurring in the ordinary course of business that singly or in the aggregate are not materially adverse to the Guarantors and the Borrower, or to the extent that such representations and warranties relate expressly to an earlier date. (b) RATIFICATION, ETC. Except as expressly amended hereby, the Credit Agreement, and all documents, instruments and agreements related thereto, are hereby ratified and confirmed in all respects and shall continue in full force and effect. The Credit Agreement shall, together with this Amendment, be read and construed as a single agreement. All references in the Credit Agreement or any related agreement or instrument shall hereafter

SECTION 5. REPRESENTATIONS AND WARRANTIES. Each of the Guarantors and the Borrower hereby represents and warrants to the Agent and the Lenders as follows: (a) REPRESENTATION AND WARRANTIES. The representations and warranties of each of the Guarantors and the Borrower contained in the Credit Agreement and the other Loan Documents were true and correct in all material respects as of the date when made and continue to be true and correct in all material respects on the date hereof, except to the extent of changes resulting from transactions contemplated by the Credit Agreement and the other Loan Documents and changes occurring in the ordinary course of business that singly or in the aggregate are not materially adverse to the Guarantors and the Borrower, or to the extent that such representations and warranties relate expressly to an earlier date. (b) RATIFICATION, ETC. Except as expressly amended hereby, the Credit Agreement, and all documents, instruments and agreements related thereto, are hereby ratified and confirmed in all respects and shall continue in full force and effect. The Credit Agreement shall, together with this Amendment, be read and construed as a single agreement. All references in the Credit Agreement or any related agreement or instrument shall hereafter refer to the Credit Agreement as amended hereby. (c) AUTHORITY, ETC. The execution and delivery by each of the Guarantors and the Borrower of this Amendment and the performance by each of the Guarantors and the Borrower of their respective agreements and obligations under the Credit Agreement as amended hereby are within the corporate authority of each such Person and have been duly authorized by all necessary corporate action. (d) ENFORCEABILITY OF OBLIGATIONS. This Amendment and the Credit Agreement as amended hereby constitute the legal, valid and binding obligations of each of the Guarantors and the Borrower, enforceable against each such Person in accordance with their terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to, or affecting generally the enforcement of, creditors' rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought. (e) NO DEFAULT. No Default or Event of Default has occurred and is continuing, and no Default or Event of Default will exist after execution and delivery of, and after giving effect to, this Amendment. SECTION 6. MISCELLANEOUS PROVISIONS. (a) Except as otherwise expressly provided by this Amendment, all of the terms, conditions and provisions of the Credit Agreement shall remain the same. It is declared and agreed by each of the parties hereto that the Credit Agreement, as amended hereby, shall continue in full force and effect, and that this Amendment and the Credit Agreement shall be read and construed as one instrument.

(b) THIS AMENDMENT IS INTENDED TO TAKE EFFECT AS AN AGREEMENT UNDER SEAL AND SHALL BE CONSTRUED ACCORDING TO AND GOVERNED BY THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS). (c) This Amendment may be executed in any number of counterparts, but all such counterparts shall together constitute but one instrument. In making proof of this Amendment it shall not be necessary to produce or account for more than one counterpart signed by each party hereto by and against which enforcement hereof is sought. (d) The Borrower hereby agrees to pay to the Agent, on demand by the Agent, all reasonable legal fees and expenses incurred or sustained by the Agent in connection with the preparation of this Amendment. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be executed as of the date first written above.

(b) THIS AMENDMENT IS INTENDED TO TAKE EFFECT AS AN AGREEMENT UNDER SEAL AND SHALL BE CONSTRUED ACCORDING TO AND GOVERNED BY THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS). (c) This Amendment may be executed in any number of counterparts, but all such counterparts shall together constitute but one instrument. In making proof of this Amendment it shall not be necessary to produce or account for more than one counterpart signed by each party hereto by and against which enforcement hereof is sought. (d) The Borrower hereby agrees to pay to the Agent, on demand by the Agent, all reasonable legal fees and expenses incurred or sustained by the Agent in connection with the preparation of this Amendment. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be executed as of the date first written above. STAPLES, INC.
By: /s/ ROBERT K. MAYERSON ----------------------Name: Robert K. Mayerson Title: Senior Vice President and Treasurer

FLEET NATIONAL BANK, individually and as Agent
By: /s/ LINDA H. THOMAS -------------------Name: Linda H. Thomas Title: Managing Director

CITICORP USA, INC., individually and as Co-Syndication Agent
By: /s/ ROBERT A SNELL -------------------Name: Robert A. Snell Title: Vice President

WACHOVIA BANK, NATIONAL ASSOCIATION, individually and as Co-Syndication Agent
By: /s/ THOMAS M. HARPER -------------------Name: Thomas M. Harper Title: Senior Vice President

HSBC BANK USA, individually and as Co-Documentation Agent

By: /s/ CYNTHIA H. NIESEN --------------------Name: Cynthia H. Niesen Title: Fist Vice President

IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be executed as of the date first written above. STAPLES, INC.
By: /s/ ROBERT K. MAYERSON ----------------------Name: Robert K. Mayerson Title: Senior Vice President and Treasurer

FLEET NATIONAL BANK, individually and as Agent
By: /s/ LINDA H. THOMAS -------------------Name: Linda H. Thomas Title: Managing Director

CITICORP USA, INC., individually and as Co-Syndication Agent
By: /s/ ROBERT A SNELL -------------------Name: Robert A. Snell Title: Vice President

WACHOVIA BANK, NATIONAL ASSOCIATION, individually and as Co-Syndication Agent
By: /s/ THOMAS M. HARPER -------------------Name: Thomas M. Harper Title: Senior Vice President

HSBC BANK USA, individually and as Co-Documentation Agent

By: /s/ CYNTHIA H. NIESEN --------------------Name: Cynthia H. Niesen Title: Fist Vice President

JPMORGAN CHASE BANK, individually and as Co-Documentation Agent
By: /s/ TERI STREUSAND -------------------Name: Teri Streusand Title: Vice President

SOVEREIGN BANK
By: /s/ JESSE WONG -------------------Name: Jesse Wong Title:Vice President

By: /s/ CYNTHIA H. NIESEN --------------------Name: Cynthia H. Niesen Title: Fist Vice President

JPMORGAN CHASE BANK, individually and as Co-Documentation Agent
By: /s/ TERI STREUSAND -------------------Name: Teri Streusand Title: Vice President

SOVEREIGN BANK
By: /s/ JESSE WONG -------------------Name: Jesse Wong Title:Vice President

U.S BANK NATIONAL ASSOCIATION
By: /s/ THOMAS L. BAYER ------------------Name: Thomas L. Bayer Title: Vice President

BANK ONE, NA (Main Office Chicago)
By: /s/ VINCENT R. HENCHEK ---------------------Name: Vincent R. Henchek Title: Director

UNION BANK OF CALIFORNIA, N.A.

By: /s/ THERESA L. ROCHA -------------------Name: Theresa L. Rocha Title: Vice President

THE BANK OF NEW YORK
By: /s/ JOHNA M. FIDANZA -------------------Name: Johna M. Fidanza Title: Vice President

KEYBANK NATIONAL ASSOCIATION
By: /s/ DAVID J. WECHTER --------------------Name: David J. Wechter Title: Vice President

By: /s/ THERESA L. ROCHA -------------------Name: Theresa L. Rocha Title: Vice President

THE BANK OF NEW YORK
By: /s/ JOHNA M. FIDANZA -------------------Name: Johna M. Fidanza Title: Vice President

KEYBANK NATIONAL ASSOCIATION
By: /s/ DAVID J. WECHTER --------------------Name: David J. Wechter Title: Vice President

WELLS FARGO BANK, NATIONAL ASSOCIATION
By: /s/ CAROLINE GATES -------------------Name: Caroline Gates Title: Vice President

THE BANK OF NOVA SCOTIA
By: /s/ TODD S. MELLER -----------------Name: Todd S. Meller Title: Managing Director

PNC BANK, NATIONAL ASSOCIATION

By: /s/ MICHAEL V. GRANDE --------------------Name: Michael V. Grande Title: AVP

ALLIED IRISH BANKS, PLC
By: /s/ ANTHONY O'REILLY -------------------Name: Anthony O'Reilly Title: Vice President By: /s/ HILARY PATTERSON -------------------Name: Hilary Patterson Title: Vice President

NATIONAL CITY BANK

By: /s/ MICHAEL V. GRANDE --------------------Name: Michael V. Grande Title: AVP

ALLIED IRISH BANKS, PLC
By: /s/ ANTHONY O'REILLY -------------------Name: Anthony O'Reilly Title: Vice President By: /s/ HILARY PATTERSON -------------------Name: Hilary Patterson Title: Vice President

NATIONAL CITY BANK
By: /s/ THOMAS J. MACDONELL ----------------------Name: Thomas J. MacDonell Title: Senior Vice President

RATIFICATION OF GUARANTY Each of the undersigned Guarantors hereby acknowledges and consents to the foregoing Amendment, and agrees that the Guaranty from such Guarantor in favor of the Agent for the benefit of the Agent and the Lenders and all other Loan Documents to which such Guarantor is a party remain in full force and effect, and each of the Guarantors confirms and ratifies all of its obligations thereunder. STAPLES THE OFFICE SUPERSTORE, INC.
By: /s/ ROBERT K. MAYERSON ---------------------Name: Robert K. Mayerson Title: Senior Vice President and Treasurer

STAPLES THE OFFICE SUPERSTORE EAST, INC.
By: /s/ ROBERT K. MAYERSON ---------------------Name: Robert K. Mayerson Title: Senior Vice President and Treasurer

STAPLES CONTRACT & COMMERCIAL, INC.
By: /s/ ROBERT K. MAYERSON ---------------------Name: Robert K. Mayerson Title: Senior Vice President and Treasurer

QUILL CORPORATION

RATIFICATION OF GUARANTY Each of the undersigned Guarantors hereby acknowledges and consents to the foregoing Amendment, and agrees that the Guaranty from such Guarantor in favor of the Agent for the benefit of the Agent and the Lenders and all other Loan Documents to which such Guarantor is a party remain in full force and effect, and each of the Guarantors confirms and ratifies all of its obligations thereunder. STAPLES THE OFFICE SUPERSTORE, INC.
By: /s/ ROBERT K. MAYERSON ---------------------Name: Robert K. Mayerson Title: Senior Vice President and Treasurer

STAPLES THE OFFICE SUPERSTORE EAST, INC.
By: /s/ ROBERT K. MAYERSON ---------------------Name: Robert K. Mayerson Title: Senior Vice President and Treasurer

STAPLES CONTRACT & COMMERCIAL, INC.
By: /s/ ROBERT K. MAYERSON ---------------------Name: Robert K. Mayerson Title: Senior Vice President and Treasurer

QUILL CORPORATION
By: /s/ ROBERT K. MAYERSON ---------------------Name: Robert K. Mayerson Title: Senior Vice President and Treasurer

QUILL LINCOLNSHIRE, INC.
By: /s/ ROBERT K. MAYERSON ---------------------Name: Robert K. Mayerson Title: Senior Vice President and Treasurer

ROCHESTER CAPITAL, LLC
By: /s/ ROBERT K. MAYERSON ---------------------Name: Robert K. Mayerson Title: President

HACKENSACK FUNDING LLC
By: /s/ ROBERT K. MAYERSON

QUILL LINCOLNSHIRE, INC.
By: /s/ ROBERT K. MAYERSON ---------------------Name: Robert K. Mayerson Title: Senior Vice President and Treasurer

ROCHESTER CAPITAL, LLC
By: /s/ ROBERT K. MAYERSON ---------------------Name: Robert K. Mayerson Title: President

HACKENSACK FUNDING LLC
By: /s/ ROBERT K. MAYERSON ---------------------Name: Robert K. Mayerson Title: Treasurer

Exhibit 10.15 AMENDMENT NO. 2 to that certain REVOLVING CREDIT AGREEMENT dated as of June 21, 2002 AMENDMENT NO. 2 (this "AMENDMENT"), dated as of December 22, 2003, to the Revolving Credit Agreement, dated as of June 21, 2002 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), by and among (a) STAPLES, INC. (the "BORROWER"), a Delaware corporation having its principal place of business at 500 Staples Drive, Framingham, MA 01701, (b) FLEET NATIONAL BANK and the other lending institutions listed on SCHEDULE 1 attached thereto (the "LENDERS"), (c) FLEET NATIONAL BANK, as administrative agent (in such capacity, the "AGENT") for the Lenders, (d) CITICORP USA, INC. and WACHOVIA BANK, NATIONAL ASSOCIATION, as co-syndication agents for the Lenders, and (e) HSBC BANK USA and JPMORGAN CHASE BANK, as co-documentation agents for the Lenders. WHEREAS, the Borrower, the Lenders and the Agent have agreed, on the terms and conditions set forth herein, to amend certain provisions of the Credit Agreement; NOW THEREFORE, the parties hereto hereby agree as follows: SECTION 1. DEFINED TERMS. 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. SECTION 2. AMENDMENTS TO THE CREDIT AGREEMENT. (a) Section 1 of the Credit Agreement is hereby amended as follows: (i) by deleting clause (a) of the definition of "Consolidated EBIT" and inserting the following in lieu thereof:

Exhibit 10.15 AMENDMENT NO. 2 to that certain REVOLVING CREDIT AGREEMENT dated as of June 21, 2002 AMENDMENT NO. 2 (this "AMENDMENT"), dated as of December 22, 2003, to the Revolving Credit Agreement, dated as of June 21, 2002 (as amended and in effect from time to time, the "CREDIT AGREEMENT"), by and among (a) STAPLES, INC. (the "BORROWER"), a Delaware corporation having its principal place of business at 500 Staples Drive, Framingham, MA 01701, (b) FLEET NATIONAL BANK and the other lending institutions listed on SCHEDULE 1 attached thereto (the "LENDERS"), (c) FLEET NATIONAL BANK, as administrative agent (in such capacity, the "AGENT") for the Lenders, (d) CITICORP USA, INC. and WACHOVIA BANK, NATIONAL ASSOCIATION, as co-syndication agents for the Lenders, and (e) HSBC BANK USA and JPMORGAN CHASE BANK, as co-documentation agents for the Lenders. WHEREAS, the Borrower, the Lenders and the Agent have agreed, on the terms and conditions set forth herein, to amend certain provisions of the Credit Agreement; NOW THEREFORE, the parties hereto hereby agree as follows: SECTION 1. DEFINED TERMS. 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. SECTION 2. AMENDMENTS TO THE CREDIT AGREEMENT. (a) Section 1 of the Credit Agreement is hereby amended as follows: (i) by deleting clause (a) of the definition of "Consolidated EBIT" and inserting the following in lieu thereof: "(a) all extraordinary and nonrecurring items of (i) income or (ii) losses in an aggregate amount not to exceed $100,000,000 on a cumulative basis from December 22, 2003, as determined in accordance with GAAP"; and (ii) by deleting the date "June 21, 2005" in the definition of "Maturity Date" and inserting the date "June 21, 2006" in lieu thereof.

(iii) by inserting the following new definition in the appropriate alphabetical order: "EXTENSION EFFECTIVE DATE. The date on which the Agent has received the consent of the Lenders required to approve the extension of the Maturity Date pursuant to Section 2.12 and such extension has become effective." (b) Section 2 of the Credit Agreement is hereby amended by deleting Section 2.12 in its entirety and inserting the following new Section 2.12 in lieu thereof: "SECTION 2.12. REQUEST FOR EXTENSION OF MATURITY DATE. The Borrower may, on one occasion, provided that no Default or Event of Default has occurred and is continuing, by written notice to the Agent given on or before October 21, 2004, request that the initial Maturity Date be extended to a specified date not later than June 21, 2007. The Agent shall notify the Lenders of such request promptly after receipt, and request each Lender to notify the Agent of its determination to consent or not to consent to such extension. Each Lender which makes a determination not to consent to the extension of the

(iii) by inserting the following new definition in the appropriate alphabetical order: "EXTENSION EFFECTIVE DATE. The date on which the Agent has received the consent of the Lenders required to approve the extension of the Maturity Date pursuant to Section 2.12 and such extension has become effective." (b) Section 2 of the Credit Agreement is hereby amended by deleting Section 2.12 in its entirety and inserting the following new Section 2.12 in lieu thereof: "SECTION 2.12. REQUEST FOR EXTENSION OF MATURITY DATE. The Borrower may, on one occasion, provided that no Default or Event of Default has occurred and is continuing, by written notice to the Agent given on or before October 21, 2004, request that the initial Maturity Date be extended to a specified date not later than June 21, 2007. The Agent shall notify the Lenders of such request promptly after receipt, and request each Lender to notify the Agent of its determination to consent or not to consent to such extension. Each Lender which makes a determination not to consent to the extension of the initial Maturity Date on or before November 21, 2004 shall notify the Agent of such determination by November 21, 2004. A Lender's failure to respond within the foregoing time period shall not be deemed to be a consent by such Lender to the extension of the Maturity Date. The Borrower may take the actions permitted by Section 4.12 to replace any Lender that fails to agree to such extension. If Lenders with aggregate Commitment Amounts of no less than $500,000,000 and no more than $700,000,000 (including the Replacement Lenders and any new Lenders, if applicable) consent to the extension by so notifying the Agent in writing on or before January 31, 2005, the Maturity Date shall be extended, effective as of the Extension Effective Date, to the date requested by the Borrower in its notice but in any event not later than June 21, 2007, and the definition of Maturity Date shall be deemed to reflect such extension for all purposes hereof; PROVIDED that as of the Extension Effective Date, (a) any Lender who does not consent to such extension shall have its Revolving Credit Loan and all other amounts due hereunder and under the other Loan Documents repaid and its Commitment terminated, (b) the Total Commitment shall be reduced by the corresponding amount of the aggregate Commitment Amounts of any Lenders who do not consent to the extension, (c) the Total Commitment shall be increased by the corresponding amount of additional funding committed to by existing Lenders and/or new Lenders acceptable to the Agent; PROVIDED that the Total Commitment shall not exceed $700,000,000, (d) if the Total Commitment is reduced or increased, the Commitment Percentages of the Lenders who consent to the extension shall be correspondingly adjusted, (e) if the Total Commitment is reduced or increased, SCHEDULE 1 shall be automatically amended to reflect the reduced or increased Total Commitment, as applicable, and the corresponding changes to each consenting Lender's Commitment Percentage, (f) each new

Lender shall make all (if any) such payments to the other Lenders as may be necessary to result in the Loans made by such new Lender being equal to such new Lender's Commitment Percentage of all Loans outstanding to the Borrower as of such date, (g) each new Lender shall have executed and delivered to the Agent an instrument of accession in form and substance satisfactory to the Agent, and (h) Notes shall be issued or amended and such other changes shall be made to the Loan Documents, as shall be necessary to reflect any such increase or decrease in the Total Commitment." (c) Section 25.1 of the Credit Agreement is hereby amended by inserting the following sentence at the end of Section 25.1: "Notwithstanding anything herein to the contrary, the Borrower, each Lender and the Agent (and each employee, representative, or other agent of each of the foregoing parties) may disclose to any and all Persons without limitation of any kind, the U.S. tax treatment and U.S. tax structure of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to any of the foregoing parties relating to such U.S. tax treatment and U.S. tax structure." (d) SCHEDULE 1 to the Credit Agreement is hereby deleted in its entirety and replaced with SCHEDULE 1 attached hereto. SECTION 3. CONDITIONS TO EFFECTIVENESS. This Amendment shall become effective upon the

Lender shall make all (if any) such payments to the other Lenders as may be necessary to result in the Loans made by such new Lender being equal to such new Lender's Commitment Percentage of all Loans outstanding to the Borrower as of such date, (g) each new Lender shall have executed and delivered to the Agent an instrument of accession in form and substance satisfactory to the Agent, and (h) Notes shall be issued or amended and such other changes shall be made to the Loan Documents, as shall be necessary to reflect any such increase or decrease in the Total Commitment." (c) Section 25.1 of the Credit Agreement is hereby amended by inserting the following sentence at the end of Section 25.1: "Notwithstanding anything herein to the contrary, the Borrower, each Lender and the Agent (and each employee, representative, or other agent of each of the foregoing parties) may disclose to any and all Persons without limitation of any kind, the U.S. tax treatment and U.S. tax structure of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to any of the foregoing parties relating to such U.S. tax treatment and U.S. tax structure." (d) SCHEDULE 1 to the Credit Agreement is hereby deleted in its entirety and replaced with SCHEDULE 1 attached hereto. SECTION 3. CONDITIONS TO EFFECTIVENESS. This Amendment shall become effective upon the satisfaction of the following conditions precedent, all of the following to be in form and substance satisfactory to the Agent: (a) DELIVERY OF AMENDMENT. This Amendment shall have been duly executed and delivered by each of the Borrower, the Guarantors, the Lenders and the Agent, shall be in full force and effect and shall be in form and substance satisfactory to the Lenders. The Agent shall have received a fully executed copy of this Amendment. (b) ASSIGNMENT AND ACCEPTANCE AGREEMENTS. National City Bank ("NATIONAL CITY") shall have assigned its Loans and Commitment to KeyBank National Association ("KEYBANK"), Bank One NA ("BANK ONE") and U.S. Bank National Association ("U.S. BANK"). In connection therewith, the Agent shall have received (a) an Assignment and Acceptance between National City and KeyBank pursuant to which National City assigns to KeyBank a portion of its Commitment in the amount of $10,000,000 and related Loans and Obligations, (b) an Assignment and Acceptance between National City and Bank One pursuant to which National City assigns to Bank One a portion of its Commitment in the amount of $5,000,000 and related Loans and Obligations and (c) an Assignment and Acceptance between National City and U.S. Bank pursuant to which National City assigns to U.S. Bank a portion of its Commitment in the amount of $5,000,000 and related Loans and Obligations, each in form and substance satisfactory to the Agent.

(c) NOTES. The Agent shall have received from the Borrower (a) an Amended and Restated Syndicated Note payable by the Borrower to the order of KeyBank in the amount of $40,000,000, (b) an Amended and Restated Syndicated Note payable by the Borrower to the order of Bank One in the amount of $40,000,000 and (c) an Amended and Restated Syndicated Note payable by the Borrower to the order of U.S. Bank in the amount of $40,000,000, each in form and substance satisfactory to the Agent. (d) PROCEEDINGS AND DOCUMENTS. All proceedings in connection with the transactions contemplated by this Amendment and all documents incident thereto shall be reasonably satisfactory in substance and form to the Agent, and the Agent shall have received all information and such counterpart originals or certified or other copies of such documents as the Agent may reasonably request. (e) FEES. The Borrower shall have paid to the Agent the fees specified in the fee letter dated as of October 14, 2003 between the Agent and the Borrower. SECTION 4. AFFIRMATION AND ACKNOWLEDGMENT OF THE BORROWER AND THE GUARANTORS. (a) THE BORROWER. The Borrower hereby ratifies and confirms all of its Obligations to the Lenders and the

(c) NOTES. The Agent shall have received from the Borrower (a) an Amended and Restated Syndicated Note payable by the Borrower to the order of KeyBank in the amount of $40,000,000, (b) an Amended and Restated Syndicated Note payable by the Borrower to the order of Bank One in the amount of $40,000,000 and (c) an Amended and Restated Syndicated Note payable by the Borrower to the order of U.S. Bank in the amount of $40,000,000, each in form and substance satisfactory to the Agent. (d) PROCEEDINGS AND DOCUMENTS. All proceedings in connection with the transactions contemplated by this Amendment and all documents incident thereto shall be reasonably satisfactory in substance and form to the Agent, and the Agent shall have received all information and such counterpart originals or certified or other copies of such documents as the Agent may reasonably request. (e) FEES. The Borrower shall have paid to the Agent the fees specified in the fee letter dated as of October 14, 2003 between the Agent and the Borrower. SECTION 4. AFFIRMATION AND ACKNOWLEDGMENT OF THE BORROWER AND THE GUARANTORS. (a) THE BORROWER. The Borrower hereby ratifies and confirms all of its Obligations to the Lenders and the Agent and the Borrower hereby affirms its absolute and unconditional promise to pay to the Lenders and the Agent the Loans and all other Obligations under the Credit Agreement, as amended hereby. (b) THE GUARANTORS. Each of the Guarantors hereby ratifies and confirms all of its Obligations to the Lenders and the Agent and each of the Guarantors hereby affirms its unconditional and irrevocable guaranty of the Obligations under the Credit Agreement, as amended hereby. SECTION 5. REPRESENTATIONS AND WARRANTIES. Each of the Guarantors and the Borrower hereby represents and warrants to the Agent and the Lenders as follows: (a) REPRESENTATION AND WARRANTIES. The representations and warranties of each of the Guarantors and the Borrower contained in the Credit Agreement and the other Loan Documents were true and correct in all material respects as of the date when made and continue to be true and correct in all material respects on the date hereof, except to the extent of changes resulting from transactions contemplated by the Credit Agreement and the other Loan Documents and changes occurring in the ordinary course of business that singly or in the aggregate are not materially adverse to the Guarantors and the Borrower, or to the extent that such representations and warranties relate expressly to an earlier date. (b) RATIFICATION, ETC. Except as expressly amended hereby, the Credit Agreement, and all documents, instruments and agreements related thereto, are hereby ratified and confirmed in all respects and shall continue in full force and effect. The Credit Agreement shall, together with this Amendment, be read and construed as a single agreement. All references in the Credit Agreement or any related agreement or

instrument shall hereafter refer to the Credit Agreement as amended hereby. (c) AUTHORITY, ETC. The execution and delivery by each of the Guarantors and the Borrower of this Amendment and the performance by each of the Guarantors and the Borrower of their respective agreements and obligations under the Credit Agreement as amended hereby are within the corporate authority of each such Person and have been duly authorized by all necessary corporate action. (d) ENFORCEABILITY OF OBLIGATIONS. This Amendment and the Credit Agreement as amended hereby constitute the legal, valid and binding obligations of each of the Guarantors and the Borrower, enforceable against each such Person in accordance with their terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to, or affecting generally the enforcement of, creditors' rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought. (e) NO DEFAULT. No Default or Event of Default has occurred and is continuing, and no Default or Event of

instrument shall hereafter refer to the Credit Agreement as amended hereby. (c) AUTHORITY, ETC. The execution and delivery by each of the Guarantors and the Borrower of this Amendment and the performance by each of the Guarantors and the Borrower of their respective agreements and obligations under the Credit Agreement as amended hereby are within the corporate authority of each such Person and have been duly authorized by all necessary corporate action. (d) ENFORCEABILITY OF OBLIGATIONS. This Amendment and the Credit Agreement as amended hereby constitute the legal, valid and binding obligations of each of the Guarantors and the Borrower, enforceable against each such Person in accordance with their terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to, or affecting generally the enforcement of, creditors' rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought. (e) NO DEFAULT. No Default or Event of Default has occurred and is continuing, and no Default or Event of Default will exist after execution and delivery of, and after giving effect to, this Amendment. SECTION 6. MISCELLANEOUS PROVISIONS. (a) Except as otherwise expressly provided by this Amendment, all of the terms, conditions and provisions of the Credit Agreement shall remain the same. It is declared and agreed by each of the parties hereto that the Credit Agreement, as amended hereby, shall continue in full force and effect, and that this Amendment and the Credit Agreement shall be read and construed as one instrument. (b) THIS AMENDMENT IS INTENDED TO TAKE EFFECT AS AN AGREEMENT UNDER SEAL AND SHALL BE CONSTRUED ACCORDING TO AND GOVERNED BY THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS). (c) This Amendment may be executed in any number of counterparts, but all such counterparts shall together constitute but one instrument. In making proof of this Amendment it shall not be necessary to produce or account for more than one counterpart signed by each party hereto by and against which enforcement hereof is sought. (d) The Borrower hereby agrees to pay to the Agent, on demand by the Agent, all reasonable legal fees and expenses incurred or sustained by the Agent in connection with the preparation of this Amendment. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be executed as of the date first written above. STAPLES, INC.
By: /s/ JOHN J. MAHONEY ------------------Name: John J. Mahoney Title: Chief Administrative Officer and Executive Vice President

FLEET NATIONAL BANK, individually and as Agent
By: /s/ LINDA ALTO -------------------Name: Linda Alto Title: Director

IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be executed as of the date first written above. STAPLES, INC.
By: /s/ JOHN J. MAHONEY ------------------Name: John J. Mahoney Title: Chief Administrative Officer and Executive Vice President

FLEET NATIONAL BANK, individually and as Agent
By: /s/ LINDA ALTO -------------------Name: Linda Alto Title: Director

CITICORP USA, INC., individually and as Co-Syndication Agent
By: /s/ ROBERT A. SNELL ------------------Name: Robert A. Snell Title: Managing Director and Vice President

WACHOVIA BANK, NATIONAL ASSOCIATION, individually and as Co-Syndication Agent
By: /s/ THOMAS M. HARPER -------------------Name: Thomas M. Harper Title: Senior Vice President

HSBC BANK USA, individually and as Co-Documentation Agent
By: /s/ ROBERT CORDER -------------------Name: Robert Corder Title: FVP

JPMORGAN CHASE BANK, individually and as Co-Documentation Agent
By: /s/ TERI STREUSAND -------------------Name: Teri Streusand Title: Vice President

SOVEREIGN BANK
By: /s/ JESSE WONG --------------------

HSBC BANK USA, individually and as Co-Documentation Agent
By: /s/ ROBERT CORDER -------------------Name: Robert Corder Title: FVP

JPMORGAN CHASE BANK, individually and as Co-Documentation Agent
By: /s/ TERI STREUSAND -------------------Name: Teri Streusand Title: Vice President

SOVEREIGN BANK
By: /s/ JESSE WONG -------------------Name: Jesse Wong Title: Vice President

U.S BANK NATIONAL ASSOCIATION
By: /s/ THOMAS L. BAYER ------------------Name: Thomas L. Bayer Title: Vice president

BANK ONE, NA (Main Office Chicago)
By: /s/ VINCENT R. HENCHEK ---------------------Name: Vincent R. Henchek Title: Director

UNION BANK OF CALIFORNIA, N.A.
By: /s/ CHING LIM -------------------Name: Ching Lim Title: Vice President

THE BANK OF NEW YORK
By: /s/ JOHNA M. FIDANZA -------------------Name: Johna M. Fidanza Title: Vice President

KEYBANK NATIONAL ASSOCIATION

UNION BANK OF CALIFORNIA, N.A.
By: /s/ CHING LIM -------------------Name: Ching Lim Title: Vice President

THE BANK OF NEW YORK
By: /s/ JOHNA M. FIDANZA -------------------Name: Johna M. Fidanza Title: Vice President

KEYBANK NATIONAL ASSOCIATION
By: /s/ DAVID J. WECHTER -------------------Name: David J. Wechter Title: Vice President

WELLS FARGO BANK, NATIONAL ASSOCIATION
By: /s/ CAROLINE GATES -------------------Name: Caroline Gates Title: Vice President

THE BANK OF NOVA SCOTIA
By: /s/ TODD S. MELLER -----------------Name: Todd S. Meller Title: Managing Director

PNC BANK, NATIONAL ASSOCIATION
By: /s/ DONALD V. DAVIS ------------------Name: Donald V. Davis Title: Vice President

ALLIED IRISH BANKS, PLC
By: /s/ ANTHONY O'REILLY -------------------Name: Anthony O'Reilly Title: Vice President

By: /s/ HILARY PATTERSON --------------------

PNC BANK, NATIONAL ASSOCIATION
By: /s/ DONALD V. DAVIS ------------------Name: Donald V. Davis Title: Vice President

ALLIED IRISH BANKS, PLC
By: /s/ ANTHONY O'REILLY -------------------Name: Anthony O'Reilly Title: Vice President

By: /s/ HILARY PATTERSON -------------------Name: Hilary Patterson Title: Vice President

KBC BANK NV
By: /s/ ROBERT M. SURDAM, JR -----------------------Name: Robert M. Surdam, Jr. Title: Vice President By: /s/ ROBERT SNAUFFER -------------------Name: Robert Snauffer Title: First Vice President

RATIFICATION OF GUARANTY Each of the undersigned Guarantors hereby acknowledges and consents to the foregoing Amendment, and agrees that the Guaranty from such Guarantor in favor of the Agent for the benefit of the Agent and the Lenders and all other Loan Documents to which such Guarantor is a party remain in full force and effect, and each of the Guarantors confirms and ratifies all of its obligations thereunder. STAPLES THE OFFICE SUPERSTORE, INC.
By: /s/ JOHN J. MAHONEY ------------------Name: John J. Mahoney Title: Chief Administrative Officer and Executive Vice President

STAPLES THE OFFICE SUPERSTORE EAST, INC.
By: /s/ JOHN J. MAHONEY ------------------Name: John J. Mahoney Title: Chief Administrative Officer and Executive Vice President

RATIFICATION OF GUARANTY Each of the undersigned Guarantors hereby acknowledges and consents to the foregoing Amendment, and agrees that the Guaranty from such Guarantor in favor of the Agent for the benefit of the Agent and the Lenders and all other Loan Documents to which such Guarantor is a party remain in full force and effect, and each of the Guarantors confirms and ratifies all of its obligations thereunder. STAPLES THE OFFICE SUPERSTORE, INC.
By: /s/ JOHN J. MAHONEY ------------------Name: John J. Mahoney Title: Chief Administrative Officer and Executive Vice President

STAPLES THE OFFICE SUPERSTORE EAST, INC.
By: /s/ JOHN J. MAHONEY ------------------Name: John J. Mahoney Title: Chief Administrative Officer and Executive Vice President

STAPLES CONTRACT & COMMERCIAL, INC.
By: /s/ JOHN J. MAHONEY ------------------Name: John J. Mahoney Title: Chief Administrative Officer and Executive Vice President

QUILL CORPORATION
By: /s/ ROBERT K. MAYERSON ---------------------Name: Robert K. Mayerson Title: Treasurer

QUILL LINCOLNSHIRE, INC.
By: /s/ ROBERT K. MAYERSON ---------------------Name: Robert K. Mayerson Title: Treasurer

ROCHESTER CAPITAL, LLC
By: /s/ ROBERT K. MAYERSON ---------------------Name: Robert K. Mayerson Title: President

QUILL CORPORATION
By: /s/ ROBERT K. MAYERSON ---------------------Name: Robert K. Mayerson Title: Treasurer

QUILL LINCOLNSHIRE, INC.
By: /s/ ROBERT K. MAYERSON ---------------------Name: Robert K. Mayerson Title: Treasurer

ROCHESTER CAPITAL, LLC
By: /s/ ROBERT K. MAYERSON ---------------------Name: Robert K. Mayerson Title: President

HACKENSACK FUNDING LLC
By: /s/ ROBERT K. MAYERSON ---------------------Name: Robert K. Mayerson Title: Treasurer

Exhibit 10.18 TERMINATION AGREEMENT December 29, 2003 Lincolnshire Funding, LLC 500 Staples Drive Framingham, MA 01702 Staples, Inc. 500 Staples Drive Framingham, MA 01702 Re: LINCOLNSHIRE FUNDING, LLC (THE "SELLER") Ladies and Gentlemen: Reference is made to that certain Receivables Purchase Agreement dated October 27, 2000 among Seller, Staples, Inc. ("SERVICER"), CRC Funding, LLC (as successor to Corporate Receivables Corporation, "CRC"), Citibank, N.A. ("CITIBANK"), Lloyds TSB Bank plc ("LLOYDS" and together with Citibank, the "COMMITTED PURCHASERS") and Citicorp North America, Inc., as agent (the "AGENT") (as amended prior to the date hereof, the "RECEIVABLES PURCHASE AGREEMENT"). Capitalized terms used and not otherwise defined herein have the meanings assigned to such terms in the Receivables Purchase Agreement.

Exhibit 10.18 TERMINATION AGREEMENT December 29, 2003 Lincolnshire Funding, LLC 500 Staples Drive Framingham, MA 01702 Staples, Inc. 500 Staples Drive Framingham, MA 01702 Re: LINCOLNSHIRE FUNDING, LLC (THE "SELLER") Ladies and Gentlemen: Reference is made to that certain Receivables Purchase Agreement dated October 27, 2000 among Seller, Staples, Inc. ("SERVICER"), CRC Funding, LLC (as successor to Corporate Receivables Corporation, "CRC"), Citibank, N.A. ("CITIBANK"), Lloyds TSB Bank plc ("LLOYDS" and together with Citibank, the "COMMITTED PURCHASERS") and Citicorp North America, Inc., as agent (the "AGENT") (as amended prior to the date hereof, the "RECEIVABLES PURCHASE AGREEMENT"). Capitalized terms used and not otherwise defined herein have the meanings assigned to such terms in the Receivables Purchase Agreement. The Agent and the Purchasers have been advised that the Seller intends to terminate the Facility Documents and the Agent and the Purchasers hereby waive any obligation of the Seller to provide prior notice of such termination. In connection therewith, the Agent hereby confirms that the aggregate amount necessary to purchase all Receivables Interests transferred to the Agent for the benefit of the Purchasers under the Facility Documents (including the Committed Purchasers in their capacity as Liquidity Providers to CRC), together with the aggregate of all other amounts owed to the Agent and the Purchasers under the Facility Documents, if paid no later than 12:00 noon New York time on or before December 29, 2003 (the "PAYOUT DATE") in same day funds, will be $25,051,970.81 (the "PAYOUT AMOUNT"). The Payout Amount includes, without limitation, (i) the aggregate outstanding Capital of the Receivables Interests under the Receivables Purchase Agreement, (ii) all accrued Yield under the Receivables Purchase Agreement and (iii) all fees, expenses and other amounts payable by the Seller or any of its affiliates under any of the Facility Documents. The Agent confirms that payment in full of the Payout Amount on or before the

Payout Date will not cause any prepayment penalty or other charge under the Facility Documents which is not included in the Payout Amount. Payment of the Payout Amount should be made by wire transfer in accordance with the instructions given by the Agent to the Seller. Each of the parties hereto hereby acknowledges and agrees that, in consideration of the payment in full of the Payout Amount on the Payout Date as described above, upon the Agent's receipt of such payment in immediately available funds: (i) notwithstanding anything in the Facility Documents to the contrary, (A) all of the Facility Documents to which any Purchaser, any Liquidity Provider or the Agent is a party will be terminated and none of the parties thereto will have any further obligations or liabilities thereunder, except for any obligations that are expressly stated by their terms to survive termination of such Facility Documents and (B) each of the Agent, the Purchaser, the Committed Purchasers and CRC hereby terminate their interest in and rights under all of the other Facility Documents not terminated pursuant to clause (A) above and none of the parties thereto will have any further

Payout Date will not cause any prepayment penalty or other charge under the Facility Documents which is not included in the Payout Amount. Payment of the Payout Amount should be made by wire transfer in accordance with the instructions given by the Agent to the Seller. Each of the parties hereto hereby acknowledges and agrees that, in consideration of the payment in full of the Payout Amount on the Payout Date as described above, upon the Agent's receipt of such payment in immediately available funds: (i) notwithstanding anything in the Facility Documents to the contrary, (A) all of the Facility Documents to which any Purchaser, any Liquidity Provider or the Agent is a party will be terminated and none of the parties thereto will have any further obligations or liabilities thereunder, except for any obligations that are expressly stated by their terms to survive termination of such Facility Documents and (B) each of the Agent, the Purchaser, the Committed Purchasers and CRC hereby terminate their interest in and rights under all of the other Facility Documents not terminated pursuant to clause (A) above and none of the parties thereto will have any further obligations or liabilities thereunder to or with respect to the Agent, the Purchasers, or the Liquidity Providers, except for any obligations that are expressly stated by their terms to survive termination of such Facility Documents; (ii) each Purchaser and the Agent shall be deemed to have assigned (without the need for any further action by any party hereto or any other Person) to Seller all of its right, title and interest in and to the Receivables Interests and other assets (and interests therein) transferred to it under the Facility Documents, such assignment to be made without representation or warranty of any kind, other than the representation and warranty herein made by each Purchaser and the Agent that such Receivables Interests and such other assets (and interests therein) are free and clear of any Adverse Claim created or granted by such Purchaser or the Agent; (iii) all ownership interests, security interests, liens and other encumbrances granted to, or otherwise existing in favor of, the Agent and the Purchasers in respect of the Receivables Interests, any Receivables Assets (including, without limitation, the Receivables, the Related Security and Collections) or other assets of the Seller shall hereby be automatically released; (iv) the Agent shall, (i) at the expense of Seller, promptly execute and deliver, and hereby authorizes the Seller to file or deliver or cause to be filed or delivered, such instruments and documents as Seller may reasonably request for the purpose of evidencing the assignment and release described above including, without limitation, for the purpose of (a) terminating each UCC-1 Financing Statement and account control agreement filed in connection with the Facility Documents and (b) terminating each Lock-Box Agreement executed in connection with the Facility Documents and (ii) deliver or cause to be delivered to Seller as soon as practicable, any and all collateral or other assets which had been delivered to the Agent or the Purchasers in connection with the Facility Documents, together with all necessary endorsements and other instruments and documents as Seller may reasonably request and at the expense of Seller, for the purpose of evidencing the assignment and release described above; and 2

(v) Each of the Agent and each Purchaser hereby (x) consent to any modification or termination of (1) any of the Facility Documents not terminated by this letter agreement, (2) the Amendment Agreement dated October 27, 2000 to the Franchise Agreement dated February 1, 1998 between Staples The Office Superstore, Inc. and Staples The Office Superstore East, Inc., and (3) the Amendment Agreement dated October 27, 2000 to the Franchise Agreement dated February 1, 1998 between Staples The Office Superstore, Inc. and Staples Contract & Commercial, Inc., and (y) relinquishes any and all rights under or in connection with, including any modification or termination of, that certain Operating Agreement dated February 1, 1998 between The Business Depot, Ltd. and Staples The Office Superstore, Inc., in each case in a manner which is not inconsistent with the termination and release provided herein. The Agent agrees that, upon confirmation of receipt by the Agent of the Payout Amount on the Payout Date as described above, Seller and its respective agents and representatives shall be authorized to file UCC termination

(v) Each of the Agent and each Purchaser hereby (x) consent to any modification or termination of (1) any of the Facility Documents not terminated by this letter agreement, (2) the Amendment Agreement dated October 27, 2000 to the Franchise Agreement dated February 1, 1998 between Staples The Office Superstore, Inc. and Staples The Office Superstore East, Inc., and (3) the Amendment Agreement dated October 27, 2000 to the Franchise Agreement dated February 1, 1998 between Staples The Office Superstore, Inc. and Staples Contract & Commercial, Inc., and (y) relinquishes any and all rights under or in connection with, including any modification or termination of, that certain Operating Agreement dated February 1, 1998 between The Business Depot, Ltd. and Staples The Office Superstore, Inc., in each case in a manner which is not inconsistent with the termination and release provided herein. The Agent agrees that, upon confirmation of receipt by the Agent of the Payout Amount on the Payout Date as described above, Seller and its respective agents and representatives shall be authorized to file UCC termination statements with respect to all financing statements filed in connection with the Facility Documents. The agreements contained herein shall be binding upon the parties hereto and their respective successors and assigns. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF NEW YORK BUT OTHERWISE WITHOUT REGARDS TO THE LAW OF CONFLICTS. [signature pages follow] 3

This letter agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Very truly yours, CRC FUNDING, LLC By: Citicorp North America, Inc., as Attorneyin-Fact
By: /s/ RICHARD C. SIMONS --------------------Name: Richard C. Simons Title: Vice President

CITIBANK, N.A., as a Committed Purchaser
By: /s/ RICHARD C. SIMONS ----------------------Name: Richard C. Simons Title: Vice President

LLOYDS TSB BANK plc, as a Committed Purchaser
By: /s/ MING LIU -----------Name: Ming Liu Title: Assistant Vice President of Structured Finance

This letter agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Very truly yours, CRC FUNDING, LLC By: Citicorp North America, Inc., as Attorneyin-Fact
By: /s/ RICHARD C. SIMONS --------------------Name: Richard C. Simons Title: Vice President

CITIBANK, N.A., as a Committed Purchaser
By: /s/ RICHARD C. SIMONS ----------------------Name: Richard C. Simons Title: Vice President

LLOYDS TSB BANK plc, as a Committed Purchaser
By: /s/ MING LIU -----------Name: Ming Liu Title: Assistant Vice President of Structured Finance

CITICORP NORTH AMERICA, INC., as Agent
By: /s/ RICHARD C. SIMONS ---------------------Name: Richard C. Simons Title: Vice President

4

Agreed to this 29th day of December, 2003: LINCOLNSHIRE FUNDING, LLC
By: /s/ ROBERT K. MAYERSON ---------------------Name: Robert K. Mayerson Title: President

STAPLES, INC.
By: /s/ ROBERT K. MAYERSON ---------------------Name: Robert K. Mayerson

Agreed to this 29th day of December, 2003: LINCOLNSHIRE FUNDING, LLC
By: /s/ ROBERT K. MAYERSON ---------------------Name: Robert K. Mayerson Title: President

STAPLES, INC.
By: /s/ ROBERT K. MAYERSON ---------------------Name: Robert K. Mayerson Title: Senior Vice President, Finance and Treasurer

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Exhibit 14.1 CODE OF ETHICS Staples is proud of its reputation as a company of integrity and ethical business practices. We have built this reputation over many years by doing the right things for the right reasons. Going forward, it is more important than ever for all of us to stay true to our values and perpetuate the Staples' way of doing business. This Code of Ethics sets forth our core expectations about the way you should behave - and should not behave - as an associate, officer, or director. This Code applies to all associates and officers of Staples, Inc. and its subsidiaries throughout the world. It is intended to deter wrongdoing and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between your personal and professional relationships. Specific provisions also apply to our outside directors, as explained below under the heading "outside directors." Situations may arise that are not specifically addressed in this Code or involve complex topics or difficult value judgments. Always use good judgment and common sense and seek advice if you have questions about the laws, regulations, or policies you need to comply with in performing your job. It's your responsibility to keep your supervisor informed if you are not sure about the right way to handle a situation or you have questions about how to interpret and comply with this Code. Also, feel free to consult with the General Counsel or Vice President, Business Ethics for advice at any time. COMPLIANCE WITH LAWS, RULES, REGULATIONS, AND POLICIES In addition to the specific topics covered in this Code, we expect you to comply with all applicable laws, rules, and regulations wherever we do business, as well as all other relevant policies and procedures that apply to your job. As a general rule, all associates and officers must comply with our human resources policies, available electronically under the "policies and procedures" folder on STAPLES@WORK. If you don't have access to STAPLES@WORK or you have any questions about which policies you need to follow, speak with your supervisor or human resources representative. SENIOR EXECUTIVES ON THE BOARD OF DIRECTORS This Code also applies to the Chief Executive Officer (CEO) and other senior executives who serve on the Board of Directors ("inside directors"). Inside directors, like other Staples' officers, must comply with all applicable laws, rules, regulations, and policies governing their employment. In any situation where the Code requires an associate or officer to obtain the approval of the Chairman and/or CEO, insider directors are expected to obtain the approval of the Board's Governance Committee except as specifically stated below. OUTSIDE DIRECTORS Staples requires the members of our Board of Directors who are not employed by Staples ("outside directors") to comply with the provisions in this Code when they are doing business on behalf of the company. When outside

Exhibit 14.1 CODE OF ETHICS Staples is proud of its reputation as a company of integrity and ethical business practices. We have built this reputation over many years by doing the right things for the right reasons. Going forward, it is more important than ever for all of us to stay true to our values and perpetuate the Staples' way of doing business. This Code of Ethics sets forth our core expectations about the way you should behave - and should not behave - as an associate, officer, or director. This Code applies to all associates and officers of Staples, Inc. and its subsidiaries throughout the world. It is intended to deter wrongdoing and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between your personal and professional relationships. Specific provisions also apply to our outside directors, as explained below under the heading "outside directors." Situations may arise that are not specifically addressed in this Code or involve complex topics or difficult value judgments. Always use good judgment and common sense and seek advice if you have questions about the laws, regulations, or policies you need to comply with in performing your job. It's your responsibility to keep your supervisor informed if you are not sure about the right way to handle a situation or you have questions about how to interpret and comply with this Code. Also, feel free to consult with the General Counsel or Vice President, Business Ethics for advice at any time. COMPLIANCE WITH LAWS, RULES, REGULATIONS, AND POLICIES In addition to the specific topics covered in this Code, we expect you to comply with all applicable laws, rules, and regulations wherever we do business, as well as all other relevant policies and procedures that apply to your job. As a general rule, all associates and officers must comply with our human resources policies, available electronically under the "policies and procedures" folder on STAPLES@WORK. If you don't have access to STAPLES@WORK or you have any questions about which policies you need to follow, speak with your supervisor or human resources representative. SENIOR EXECUTIVES ON THE BOARD OF DIRECTORS This Code also applies to the Chief Executive Officer (CEO) and other senior executives who serve on the Board of Directors ("inside directors"). Inside directors, like other Staples' officers, must comply with all applicable laws, rules, regulations, and policies governing their employment. In any situation where the Code requires an associate or officer to obtain the approval of the Chairman and/or CEO, insider directors are expected to obtain the approval of the Board's Governance Committee except as specifically stated below. OUTSIDE DIRECTORS Staples requires the members of our Board of Directors who are not employed by Staples ("outside directors") to comply with the provisions in this Code when they are doing business on behalf of the company. When outside directors are not doing Staples' business, some of the Code's provisions will not be directly applicable to their daily activities. Nevertheless, as leaders of our company whose actions and reputations will reflect on Staples, we expect outside directors to behave ethically and lawfully in all of their dealings, whether on behalf of Staples or otherwise.

CODE OF ETHICS - TABLE OF CONTENTS 1. PROTECT STAPLES' ASSETS - Avoid conflict of interest - Comply with our Contract Authorization Policy - Do not engage in insider trading - Protect Staples' intellectual property - Do not disclose information to third parties unless you're authorized to do so - Maintain accurate books, records and reports 2. RESPECT OUR CUSTOMERS AND VENDORS - Don't make improper payments - Respect customer privacy

CODE OF ETHICS - TABLE OF CONTENTS 1. PROTECT STAPLES' ASSETS - Avoid conflict of interest - Comply with our Contract Authorization Policy - Do not engage in insider trading - Protect Staples' intellectual property - Do not disclose information to third parties unless you're authorized to do so - Maintain accurate books, records and reports 2. RESPECT OUR CUSTOMERS AND VENDORS - Don't make improper payments - Respect customer privacy - Use judgment on gifts and entertainment 3. VALUE OUR ASSOCIATES - Promote fair employment practices - Do your part to prevent harassment - Maintain a safe and healthy work environment 4. COMPETE FAIRLY IN THE GLOBAL MARKETPLACE - Compete fairly - Respect confidential information of competitors - Comply with customs, import, and export laws 5. TAKE RESPONSIBILITY FOR REPORTING ETHICS COMPLAINTS, INCLUDING ANY CONCERNS ABOUT ACCOUNTING OR AUDITING MATTERS - Report complaints and concerns regarding auditing or accounting matters 6. WAIVERS OF THE CODE OF ETHICS 1. PROTECT STAPLES' ASSETS Protecting Staples' assets means a lot more than controlling costs and waste. It also means taking the right steps to avoid conflicts of interest, maintain our financial integrity, and protect our property, whether it's a product we sell in our stores, an electronic file, or confidential information about our business. Please keep the following policies in mind as you carry out your responsibilities: AVOID CONFLICTS OF INTEREST. We expect you to act in Staples' best interests and to avoid situations that could give rise to a conflict of interest -- in practice or appearance. This means that you and your close relatives must not engage in any activity, relationship, position, or investment that interferes or reasonably could interfere with your ability to make honest, objective decisions for Staples. It's up to you to avoid any relationship, influence, or activity that might impair, or even appear to impair, your ability to make sound business decisions. You must disclose all actual or potential conflicts of interest to your manager and consult with the General Counsel as necessary. Absent unusual circumstances, which would require approval by Staples' Chairman or Chief Executive Officer (CEO) (or in the case of inside directors, the Governance Committee), you will be expected to avoid or eliminate any conflicts. Page 2 of 11

Follow these guidelines in avoiding conflicts of interest. If other situations arise that are not addressed directly here, you should consult with your supervisor, the General Counsel, or the Vice President, Business Ethics. RELATIONSHIPS WITH COMPETITORS - Whether you are an associate, officer, or director: - Do not work for, consult to, advise, or perform any services for a competitor under any circumstances. - Do not purchase or maintain a financial interest in any competitors or potential competitors unless your

Follow these guidelines in avoiding conflicts of interest. If other situations arise that are not addressed directly here, you should consult with your supervisor, the General Counsel, or the Vice President, Business Ethics. RELATIONSHIPS WITH COMPETITORS - Whether you are an associate, officer, or director: - Do not work for, consult to, advise, or perform any services for a competitor under any circumstances. - Do not purchase or maintain a financial interest in any competitors or potential competitors unless your ownership interest is passive and equals less than 1% of a public company. (You may not hold any ownership interest in a competitor that is a private company.) RELATIONSHIPS WITH CUSTOMERS AND VENDORS IF YOU ARE AN ASSOCIATE OR OFFICER (INCLUDING INSIDE DIRECTORS): Do not work for, consult to, advise, or perform any services for any company that is a Staples' vendor or customer (excluding vendor or customer advisory activities that are part of your Staples' job responsibilities). You may serve as a director of a company that is a Staples' vendor or customer under the following circumstances: 1. The company's annual sales to or purchases from Staples are less than 5% of the company's annual revenues; and 2. You disclose your appointment as a director to the General Counsel, who in turn obtains the CEO's approval (or, in the case of an inside director, the General Counsel obtains approval from the Governance Committee); and 3. You agree to recuse yourself from (i.e., refrain from participating in or influencing, directly or indirectly) any matter affecting the business relationship or transactions between Staples and the company. IF YOU ARE AN OUTSIDE DIRECTOR: You may work for, consult to, advise, serve on the board, or perform services for a company that is a Staples' vendor or customer only if: 1. The company's annual sales to or purchases from Staples are less than 5% of the company's annual revenues; and 2. You disclose the position to the General Counsel and the Governance Committee; and 3. You agree to recuse yourself from (i.e., refrain from participating in or influencing, directly or indirectly) any matter affecting the business relationship or transactions between Staples and the company. IF YOU ARE AN ASSOCIATE, OFFICER, OR DIRECTOR: Do not purchase or maintain a financial interest in a vendor or customer unless: 1. The company's annual sales to or purchases from Staples are less than 5% of the company's annual revenues; or 2. Your ownership interest is both passive and less than 1% of a public company or 5% of a private company. (In the case of a private company, you must obtain written approval from Staples' CEO or, in the case of the Chairman, CEO, inside and outside directors, from the Governance Committee.) FAMILY BUSINESSES AND RELATIONSHIPS - Whether you are an associate, officer, or director: - Do not conduct business on behalf of Staples with a firm owned or controlled by you or a member of your family Page 3 of 11

- Do not supervise, review, or influence the job evaluation, pay, or benefits of a member of your immediate family OUTSIDE WORK AND POLITICAL ACTIVITIES - If you are an associate or officer: - Do not perform or solicit outside work on Staples' premises or during Staples' working time, or do anything that would interfere with your ability to perform your job requirements. Also, do not use Staples' equipment or resources to conduct outside work regardless of whether the outside work is conducted on Staples' premises or elsewhere. You may serve as a director of a company that is not a Staples' vendor or customer provided that you obtain the CEO's approval and comply with all applicable requirements. - Do not use Staples' property or facilities, or your work time or that of any other associate, for political activity

- Do not supervise, review, or influence the job evaluation, pay, or benefits of a member of your immediate family OUTSIDE WORK AND POLITICAL ACTIVITIES - If you are an associate or officer: - Do not perform or solicit outside work on Staples' premises or during Staples' working time, or do anything that would interfere with your ability to perform your job requirements. Also, do not use Staples' equipment or resources to conduct outside work regardless of whether the outside work is conducted on Staples' premises or elsewhere. You may serve as a director of a company that is not a Staples' vendor or customer provided that you obtain the CEO's approval and comply with all applicable requirements. - Do not use Staples' property or facilities, or your work time or that of any other associate, for political activity or conduct political activities on Staples' behalf without first consulting Staples' General Counsel and obtaining the consent of senior management. If you choose to volunteer your services or raise funds for a political purpose, you must do so outside of regular working hours. For information about requesting an exception, see Section 6 - WAIVERS OF THE CODE OF ETHICS. COMPLY WITH THE CONTRACT AUTHORIZATION POLICY. If your job involves signing any contracts or making other financial commitments or obligations for Staples, make sure that you comply with the Contract Authorization Policy. This policy, located on the "Business Ethics & Corporate Responsibility" gadget in STAPLES@WORK, sets forth the company's minimum requirements for all contracts, including guidance on who must review and approve contracts, who has the authority to sign contracts, what types of provisions should be included and excluded, when to seek legal review, and what record keeping and other obligations you have once the contract is signed. Do not go ahead with an agreement or business arrangement unless you've checked this policy and have the right approval to go forward. Also, before you discuss or disclose any information about Staples' business operations, you should have the other party sign a non-disclosure agreement, in a form approved by the Legal Department. If you have any questions about particular contracts or how to interpret the contract policy, feel free to consult with the Legal Department. DO NOT ENGAGE IN INSIDER TRADING. Some of you may become aware of inside information about Staples or one of its vendors or customers that is not known to the public. It is against the law and Staples' policy to buy or sell stock, or to recommend that someone else make a trade if the investment decision is based on inside information that would be important to a reasonable investor. You run the risk of being criminally prosecuted if you violate these laws. To help ensure your compliance and prevent insider trading, Staples has adopted specific "black-out periods" to restrict officers and certain other associates from buying and selling Staples' stock on certain dates. Check the Investor Relations and Human Resources folders on STAPLES@WORK for a current "black-out calendar" and additional details about Staples' insider trading policy. If you have any questions about the legality of buying or selling Staples' stock or the securities of any other company about which you obtained information through Staples, always consult with the General Counsel before you carry out the transaction. PROTECT STAPLES' INTELLECTUAL PROPERTY. Intellectual property, including our trade secrets, trademarks, copyrights, and other proprietary information, is one of Staples' most valuable assets. You must keep confidential all intellectual property or proprietary information you receive during your relationship with Staples. Marketing plans, budgets, pricing information, customer lists, unpublished financial information, and store opening and expansion plans are Page 4 of 11

just a few examples of the type of information you need to protect. Keep in mind that Staples' proprietary information is not limited to written documents; it also includes electronic information such as e-mail and proprietary information that you learn in the course of your job that you might retain only in your thoughts. Please refer to the Records Management policy, available on STAPLES@WORK for specific guidelines you should follow to protect written and electronic records you create at Staples. DO NOT DISCLOSE INFORMATION TO THIRD PARTIES UNLESS YOU'RE AUTHORIZED TO DO SO. Depending upon your job, various third parties may ask you to give them information about Staples' business

just a few examples of the type of information you need to protect. Keep in mind that Staples' proprietary information is not limited to written documents; it also includes electronic information such as e-mail and proprietary information that you learn in the course of your job that you might retain only in your thoughts. Please refer to the Records Management policy, available on STAPLES@WORK for specific guidelines you should follow to protect written and electronic records you create at Staples. DO NOT DISCLOSE INFORMATION TO THIRD PARTIES UNLESS YOU'RE AUTHORIZED TO DO SO. Depending upon your job, various third parties may ask you to give them information about Staples' business and/or our associates. As a general rule, you should never discuss or disclose internal company matters, including associate personnel issues, to any third parties unless you have a legitimate business reason for doing so and/or you obtain any necessary approval. Guidelines for handling specific topics related to third party inquiries follow: o INVESTMENT MATTERS: Staples places strict limits on the people authorized to speak to investment professionals, market analysts, stockholders, and others about the company's performance and other matters. In most cases, this group includes only the Chairman, Vice Chairman, President, CFO and Investor Relations team. Senior executives who regularly come in contact with securities market professionals also must comply with Regulation FD of the Securities and Exchange Commission. For additional information, see the "Public Disclosure and Trading in Company Securities" policy, available in the Investor Relations folder located on STAPLES@WORK, or consult with the General Counsel or Staples' senior investor relations officer. o PUBLIC RELATIONS REQUESTS: If you receive any calls from the media, such as questions from reporters, requests for interviews or photos, or other related inquiries about the company, you must refer them to the Public Relations department. Refer to the Press Policy on STAPLES@WORK for guidance. o GOVERNMENT VISITS AND INQUIRIES: Federal, state, and local government officials may visit and/or contact Staples from time to time to conduct inspections, interview employees, review documents, and obtain other information related to health and safety, immigration, employment, product pricing, police matters, and other issues. Make sure that you notify your supervisor and obtain approval from the Human Resources or Legal departments before you provide any information to or permit an inspection by any government officials. Also, you should not write any statements or sign any documents provided by a government official without the Legal Department's approval. o ASSOCIATE PERSONNEL RECORDS: Staples collects and maintains personnel records for all associates that contain both job-related and necessary personal information. These records are confidential, and we limit internal access to them on a need-to-know basis. If a third party outside of Staples asks for your personnel records, we will not provide them with any personal information unless we have your written consent or are legally required to do so. MAINTAIN ACCURATE BOOKS, RECORDS, AND PUBLIC REPORTS. Staples' integrity is based on maintaining accurate and honest records and accounts to reflect all business transactions. We expect you to keep accurate records and reports to safeguard the company's reputation and ensure our ability meet legal and regulatory obligations. All company books, records, and accounts must be maintained in accordance with all applicable regulations and standards and accurately reflect the transactions they record. Staples' financial statement must Page 5 of 11

conform to generally accepted accounting rules and the company's accounting policies. We do not permit any undisclosed or unrecorded accounts or funds for any purpose. We also prohibit making any false or misleading entries in the company's books or records for any reason. Finally, we will not allow the disbursement of corporate funds or other corporate property without adequate supporting documentation. It is the policy of Staples to provide full, fair, accurate, timely and understandable disclosure in reports and documents filed with, or submitted to the Securities and Exchange Commission and in other public communication. 2. RESPECT OUR CUSTOMERS AND VENDORS

conform to generally accepted accounting rules and the company's accounting policies. We do not permit any undisclosed or unrecorded accounts or funds for any purpose. We also prohibit making any false or misleading entries in the company's books or records for any reason. Finally, we will not allow the disbursement of corporate funds or other corporate property without adequate supporting documentation. It is the policy of Staples to provide full, fair, accurate, timely and understandable disclosure in reports and documents filed with, or submitted to the Securities and Exchange Commission and in other public communication. 2. RESPECT OUR CUSTOMERS AND VENDORS Dealing honestly, ethically, and fairly with our customers and vendors is critical to our success. In carrying out your responsibilities, we expect you to adhere to the following policies: DON'T MAKE IMPROPER PAYMENTS. Bribes and kickbacks are criminal acts, and Staples will not tolerate any business practices that create even the appearance of such an impropriety. You must never offer anything of value to a customer, vendor, government official, or other third party to obtain any improper advantage in selling goods and services, conducting financial transactions, or representing the company's interests. This policy prohibits all kinds of payments, such as cash, gifts, trips, advantageous pricing on products or stock in initial public offerings. This policy applies not only to direct payments, but also to indirect payments, payments in kind and payments to third parties (such as brokers, sales representatives or manufacturer's representatives). In short, you should avoid making any payments to anyone where you know or even merely have reason to suspect that all or any part of the payments will be offered or paid as a bribe, kickback or improper payment. RESPECT CUSTOMER PRIVACY. Staples is committed to protecting the personal information that we collect from or maintain about individual customers, such as identification information, credit and credit card information, buying history, and communications or complaints. If you handle or become aware of customer information, you play an important role in protecting it from inappropriate or unauthorized use or disclosure. As a general rule, you should limit the number of individuals who have access to the information on a "need to know" basis and never disclose the information outside of the company or use it for anything other than legitimate company purposes. Take special care to protect our customer lists. When working with a business partner, remember that the customer list belongs to Staples and that while the partner may be helping us service our customers, the partner should not be doing business independently with the customer or selling the customer's name to another vendor without proper corporate authorization. USE JUDGMENT ON GIFTS AND ENTERTAINMENT. Staples encourages associates to develop close working relationships with our customers, vendors and other business partners. We also recognize the important role that gifts and entertainment may play in establishing those relationships. Nevertheless, you must avoid giving or receiving any gifts or entertainment that compromise or appear to compromise your ability to conduct business fairly and in the best interests of Staples regardless of your personal interests. Obviously, no associate should accept or make a gift that is intended as a bribe, kickback or other improper payment. Page 6 of 11

As a general rule, you and your close relatives should not accept any gifts or entertainment from customers, vendors, or other parties seeking to do business with Staples unless such gifts are of nominal value (i.e., less than $200). If you receive a nominal gift during the holidays or another special occasion, share it with members of your department whenever possible. If you receive a gift valued at more than $200, you must notify your supervisor immediately. Ordinarily, you will be expected to return any such gift unless it would be impractical to do so, in which case it will be used for charitable purposes or associates team-building events. There may be times when a business partner offers you a gift, such as tickets to a sporting event or an out-oftown trip, that is valued at more than $200, yet is considered reasonable and customary in the industry. In extraordinary circumstances, you may accept such gifts provided that doing so would not compromise or appear to compromise the integrity of Staples' business interests. Prior to accepting any such gift, you must obtain the specific approval of your manager and the Point Team member responsible for your functional area (or, in the

As a general rule, you and your close relatives should not accept any gifts or entertainment from customers, vendors, or other parties seeking to do business with Staples unless such gifts are of nominal value (i.e., less than $200). If you receive a nominal gift during the holidays or another special occasion, share it with members of your department whenever possible. If you receive a gift valued at more than $200, you must notify your supervisor immediately. Ordinarily, you will be expected to return any such gift unless it would be impractical to do so, in which case it will be used for charitable purposes or associates team-building events. There may be times when a business partner offers you a gift, such as tickets to a sporting event or an out-oftown trip, that is valued at more than $200, yet is considered reasonable and customary in the industry. In extraordinary circumstances, you may accept such gifts provided that doing so would not compromise or appear to compromise the integrity of Staples' business interests. Prior to accepting any such gift, you must obtain the specific approval of your manager and the Point Team member responsible for your functional area (or, in the case of the Chairmen and/or CEO, notify the General Counsel, who will determine whether further disclosure is warranted). It is common practice for certain vendors to provide Staples with merchandise samples. Such samples must be used for legitimate business purposes, such as testing or becoming more familiar with a product. If the samples are not usable and cannot be returned, they may be used for other legitimate business purposes, including as prizes or awards for company events. Non-returnable samples may be made available to associates on a general basis, at the discretion of the Merchandising Department, only after all possible company uses have been exhausted. 3. VALUE OUR ASSOCIATES To succeed in an increasingly competitive business environment, Staples must continue to attract, develop, and retain the very best people from diverse backgrounds and experiences. At a minimum, this means adhering to the following standards: PROMOTE FAIR EMPLOYMENT PRACTICES. All applicants and associates deserve equal access and fair treatment based on merit. To help promote consistency and fair treatment, Staples has developed numerous polices and procedures that govern an individual's status from the time of hiring through the end of employment. We expect you to comply with these policies and procedures in all of your dealings with associates and applicants. Also, before taking any action that will affect the terms, conditions, or status of an associate or applicant, always make sure that your employment decision is based solely on legitimate job-related criteria. It is against the law and Staples' policy to make employment decisions based on a person's race, color, religion, national origin, sex (including pregnancy), sexual orientation, age, disability, veteran status, marital status, or any other characteristic protected by law. DO YOUR PART TO PREVENT HARASSMENT. All associates want and deserve a work environment where they can feel respected, satisfied and appreciated. It is illegal and against Staples' policy to harass someone based on race, color, religion, national origin, sex (including pregnancy), sexual orientation, age, disability, veteran status, marital status, or any other characteristic protected by law. You are personally responsible for behaving professionally at all times and for avoiding any conduct that, if unwelcome, may be considered harassment or sexual harassment. If you manage other associates and receive a complaint of unfair treatment or harassment, or you observe or learn about any potential violations of Staples' Harassment Prevention or Equal Employment Opportunity policies, you are required to notify Human Resources immediately so that we can investigate and address the situation appropriately. As a Page 7 of 11

manager, you may be sued personally if you receive a harassment or discrimination complaint and fail to report it to Human Resources. For additional information about your responsibilities in the areas of equal employment opportunity and harassment prevention, please refer to the following policies, available on STAPLES@WORK: Computer Use, Equal Employment Opportunity, Fraternization, Harassment Prevention, and Reasonable Accommodation.

manager, you may be sued personally if you receive a harassment or discrimination complaint and fail to report it to Human Resources. For additional information about your responsibilities in the areas of equal employment opportunity and harassment prevention, please refer to the following policies, available on STAPLES@WORK: Computer Use, Equal Employment Opportunity, Fraternization, Harassment Prevention, and Reasonable Accommodation. PROMOTE A SAFE AND HEALTHY WORK ENVIRONMENT. Staples is a drug-free employer and strives to provide all associates with a safe and healthy environment. It is unacceptable for any of our associates to work when their ability to function safely is diminished for any reason. While at work or on company business, you must not use - or have in your system - any legal or illegal drugs or alcohol that could impair your safety or that of your co-workers. Although alcohol may be available at certain company-sponsored or other business events, drunkenness is not acceptable. If you choose to drink, you must do so in moderation. Staples does not tolerate any acts or threats of violence by or towards associates, customers, or visitors who are on our premises at any time. We have developed detailed safety policies and procedures for each of our locations to promote a safe environment and to prevent workplace injures. You are responsible for following applicable procedures for your area and complying with all health and safety laws and regulations. 4. COMPETE FAIRLY IN THE GLOBAL MARKETPLACE Staples is committed to behaving ethically and complying with the competition laws in all of our activities around the world. COMPETE FAIRLY. Staples encourages associates to compete aggressively in the global marketplace, but to do so fairly, within the bounds of the antitrust laws. Compliance with the antitrust laws and all other laws covering competition is of utmost importance to Staples, and each of us has a responsibility to comply with them. The antitrust laws can be complex, and we strongly encourage you to consult with the Legal Department if you have any questions. If you have any dealings with competitors, you are responsible for recognizing when your actions may be subject to U.S. and/or foreign competition laws. In addition, it is imperative that you adhere to the following guidelines: - Do not propose or enter into any agreements or understandings - express or implied, formal or informal, written or oral - with any competitor regarding any aspect of the competition between Staples and the competitor for sales to third parties. - Do not propose or enter into any agreements or understandings with customers, which restrict the price, or other terms at which the customer may resell or lease any product or service to a third party. - Do not propose or enter into any agreements or understandings with vendors which restrict the price or other terms at which Staples may resell or lease any product or service to a third party - Consult with the Legal Department in connection with any business arrangements that could raise competition issues, including exclusive arrangements for the purchase or sale of products or services, bundling of goods and services, agreements that restrict a customer's choices in using or reselling products or services, selective discounting. Page 8 of 11

Antitrust laws are vigorously enforced. Violations may result in severe penalties such as forced sales of parts of businesses and significant fines. Individual associates also may face substantial fines and/or prison sentences. Antitrust laws can be complicated and it is important for you to seek guidance from your supervisor or the Legal Department when you become involved in situations where antitrust laws could come into play. If you are involved in any dealings with competitors, it is your responsibility to know that U.S. and/or foreign antitrust laws may apply to your business activities and to seek guidance when appropriate. You also are expected to consult with your supervisor and the Legal Department prior to negotiating with or entering into any arrangement with a competitor. RESPECT CONFIDENTIAL INFORMATION OF COMPETITORS. On occasion, you may obtain information that is proprietary to a competitor or some other business. If you have confidential information that

Antitrust laws are vigorously enforced. Violations may result in severe penalties such as forced sales of parts of businesses and significant fines. Individual associates also may face substantial fines and/or prison sentences. Antitrust laws can be complicated and it is important for you to seek guidance from your supervisor or the Legal Department when you become involved in situations where antitrust laws could come into play. If you are involved in any dealings with competitors, it is your responsibility to know that U.S. and/or foreign antitrust laws may apply to your business activities and to seek guidance when appropriate. You also are expected to consult with your supervisor and the Legal Department prior to negotiating with or entering into any arrangement with a competitor. RESPECT CONFIDENTIAL INFORMATION OF COMPETITORS. On occasion, you may obtain information that is proprietary to a competitor or some other business. If you have confidential information that belongs to someone else and you obtained it subject to a Non-Disclosure Agreement, you must follow the terms of the agreement. Even where there is no Non-Disclosure Agreement, depending on the circumstances, you may be required to protect information that belongs to someone else. If you receive this type of information and believe that it is proprietary to the other party, you must notify the General Counsel immediately, whether or not the other party knows that you have the information. COMPLY WITH CUSTOMS, IMPORT AND EXPORT LAWS. To compete in the global marketplace, Staples must be able to sell its products legally in every country where we do business. Staples will provide all associates involved in import and export transactions with the training, tools, and support they need to adhere to customs laws and regulations. If you are involved in import or export transactions, you must adhere to all applicable import and export laws and regulations and take special care to properly complete and maintain all required documents. Please consult the Legal Department if you have any questions about your compliance obligations. 5. TAKE RESPONSIBILITY FOR REPORTING ETHICS COMPLAINTS, INCLUDING ANY CONCERNS ABOUT ACCOUNTING OR AUDITING MATTERS If you have any questions about your responsibilities under this Code or you become aware of any situations involving a potential legal or ethical violation, you have a personal responsibility to communicate this concern to Staples immediately. You may do so openly or anonymously by using any of the following resources: CONTACT - Your supervisor or manager; or - Your local or regional human resources representative; or - Vice President, Business Ethics - Staples, Inc., 500 Staples Drive, Framingham, MA 01702 CALL STAPLES' ETHICS LINE TOLL FREE AT 1-888-490-4747. Your call will be answered by HR Services and then forwarded to the appropriate party. (After the initial greeting, select #4 for associate relations/ethics calls.) SEND AN E-MAIL TO ETHICS@STAPLES.COM Staples will not tolerate retaliation against anyone who in good faith reports a violation or potential violation of this Code. This means that you will not be disciplined, fired, or Page 9 of 11

discriminated against in any way for voicing ethical or legal concerns or reporting violations so long as you act honestly and in good faith. While it is our hope to address potential violations internally, nothing in this Code should discourage you from reporting illegal conduct to an appropriate government authority. Staples will handle all reported violations of this Code promptly, professionally, and with as much confidentiality as possible. We will evaluate all complaints to determine whether it is necessary to conduct an informal inquiry or a formal investigation and forward them to appropriate members of management for follow up. Depending on the nature and circumstances of a particular issue, a complaint or inquiry may be addressed by any one or a combination of the following departments: Human Resources, Internal Audit, Legal, or Loss Prevention. Failure

discriminated against in any way for voicing ethical or legal concerns or reporting violations so long as you act honestly and in good faith. While it is our hope to address potential violations internally, nothing in this Code should discourage you from reporting illegal conduct to an appropriate government authority. Staples will handle all reported violations of this Code promptly, professionally, and with as much confidentiality as possible. We will evaluate all complaints to determine whether it is necessary to conduct an informal inquiry or a formal investigation and forward them to appropriate members of management for follow up. Depending on the nature and circumstances of a particular issue, a complaint or inquiry may be addressed by any one or a combination of the following departments: Human Resources, Internal Audit, Legal, or Loss Prevention. Failure to cooperate may result in disciplinary action, up to and including discharge. Staples will not tolerate any form of retaliation against someone that cooperates or participates in an investigation. If Staples determines that an associate or officer (other than and executive officer) has violated this Code, we will determine the disciplinary measures to be taken against that individual. Depending on the nature and severity of the violation, such disciplinary action may include, but is not limited to, reprimands, warnings, probation, suspension, demotions, reductions in salary, discharge, and restitution. Certain violations also may require Staples to refer the matter to the appropriate criminal or civil authorities for investigation or prosecution. Moreover, any supervisor or manager who directs or approves of conduct in violation of this Code, or who has knowledge of such conduct and does not immediately report it, will be subject to disciplinary action, up to and including discharge. (In the case of an alleged violation by an executive officer or director, the Chairman and/or CEO and the Audit Committee of the Board of Directors are responsible for determining whether a violation has occurred and, if so, what disciplinary measures are appropriate.) COMPLAINTS AND CONCERNS REGARDING ACCOUNTING OR AUDIT MATTERS Associates with concerns about questionable accounting or auditing matters may confidentially and anonymously report such concerns or complaints by contacting any of the following resources: - Vice President, Business Ethics and/or General Counsel, Staples, Inc., 500 Staples Drive, Framingham, MA 01702 - Ethics Reporting Line - 1-888-490-4747 - ETHICS@STAPLES.COM. The General Counsel must be notified of all such complaints and will forward them to the Audit Committee of the Board of Directors, unless the General Counsel and Chief Financial Officer determine that the allegations are without merit. In any event, the General Counsel will maintain a comprehensive list of all complaints or concerns regarding accounting, internal accounting controls, or auditing matters and provide it to the Audit Committee each fiscal quarter. Staples will not discipline, discriminate against, or retaliate against any associate who reports a complaint or concern in good faith. 6. WAIVERS OF THE CODE OF ETHICS Staples generally will not permit any exceptions to the policies outlined in this Code. However, if you feel that an exception would be appropriate for you in a particular instance, consult with Page 10 of 11

your supervisor or manager. If your supervisor or manager agrees that an exception is appropriate, you must then obtain the approval of the General Counsel. In the case of executive officers and directors, you should consult directly with the General Counsel when seeking a waiver or exception to any of the policies in this Code. The General Counsel will escalate all such requests to the Board of Directors, which will be solely responsible for granting or denying them. To the extent a waiver is granted or there is a change to this Code that applies to executive officers or directions, it will be disclosed as required by law or regulation. In addition, the General Counsel shall maintain a complete record of all requests for waivers and exceptions to this Code, including the nature of the request and the outcome, regardless of the level

your supervisor or manager. If your supervisor or manager agrees that an exception is appropriate, you must then obtain the approval of the General Counsel. In the case of executive officers and directors, you should consult directly with the General Counsel when seeking a waiver or exception to any of the policies in this Code. The General Counsel will escalate all such requests to the Board of Directors, which will be solely responsible for granting or denying them. To the extent a waiver is granted or there is a change to this Code that applies to executive officers or directions, it will be disclosed as required by law or regulation. In addition, the General Counsel shall maintain a complete record of all requests for waivers and exceptions to this Code, including the nature of the request and the outcome, regardless of the level of the person seeking the waiver. Page 11 of 11

EXHIBIT 21.1 SUBSIDIARIES OF THE COMPANY
Subsidiary ------------------------------------Staples Security Corporation Staples Trust Company Staples Contract & Commercial, Inc. SOM Hagerstown, Inc. Staples Insurance Agency, Inc. Staples International, Inc. Staples of Maryland, LLC Staples the Office Superstore, LLC Staples the Office Superstore, Limited Partnership Staples the Office Superstore East, Inc. Staples Connecticut, Inc. Staples Enterprise Risk Solutions, Inc. The Business Depot, Ltd. Jurisdiction of Incorporation ----------------------------Massachusetts Massachusetts Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Connecticut Vermont Ontario, Canada Name Under Which They Do Business ------------------Same Same Same Same Same Same Same Same Same Same Same Same Same Staples The Business D Staples The Office Supe Bureau en Gross Same Same Same Same Same MAP Same Same Same HMI Same Same Same Same Same Same Same Same Same Same Same Same Same Same Same Same Same Same Same Same Same

Staples (Deutschland) GmbH Staples Employment Services Limited Staples UK Limited Quill Corporation Quill Lincolnshire, Inc. Medical Arts Press, Inc. SmileMakers, Inc. SmileMakers Canada, Inc. SmileMakers for Children Company Hayes Marketing, Inc. MAP Support Services, Inc. Milbro, Inc. Staples GP, LLC Agawam Mill, LP Cherokee Mill, LP Coppell Mill, LP Lebanon Mill, LP Staples Partners, LLC Staples Real Estate Trust Staples Airport Express, L.L.C. Staples Airport Terminal, L.L.C. Staples Airport, L.L.C. Staples Express at the Airport, L.L.C. Staples Business Insurance Agency, L.L.C. Staples Global Holdings, L.P. Staples Product Sourcing Group Europe, B.V.B.A. QSDD UK Limited Staples Netherlands B.V. Staples International Limited Idasil Investimentos Imobiliarios S.A. OFCEP OFFICE CENTRE Portugal Equipamento de Escritorio Lda.

Germany England England Delaware Delaware Minnesota South Carolina South Carolina Nova Scotia Minnesota Minnesota Delaware Delaware Delaware Delaware Delaware Delaware Delaware Massachusetts Delaware Delaware Delaware Delaware Massachusetts Bermuda Belgium United Kingdom Netherlands United Kingdom Portugal Portugal

EXHIBIT 21.1 SUBSIDIARIES OF THE COMPANY
Subsidiary ------------------------------------Staples Security Corporation Staples Trust Company Staples Contract & Commercial, Inc. SOM Hagerstown, Inc. Staples Insurance Agency, Inc. Staples International, Inc. Staples of Maryland, LLC Staples the Office Superstore, LLC Staples the Office Superstore, Limited Partnership Staples the Office Superstore East, Inc. Staples Connecticut, Inc. Staples Enterprise Risk Solutions, Inc. The Business Depot, Ltd. Jurisdiction of Incorporation ----------------------------Massachusetts Massachusetts Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Connecticut Vermont Ontario, Canada Name Under Which They Do Business ------------------Same Same Same Same Same Same Same Same Same Same Same Same Same Staples The Business D Staples The Office Supe Bureau en Gross Same Same Same Same Same MAP Same Same Same HMI Same Same Same Same Same Same Same Same Same Same Same Same Same Same Same Same Same Same Same Same Same

Staples (Deutschland) GmbH Staples Employment Services Limited Staples UK Limited Quill Corporation Quill Lincolnshire, Inc. Medical Arts Press, Inc. SmileMakers, Inc. SmileMakers Canada, Inc. SmileMakers for Children Company Hayes Marketing, Inc. MAP Support Services, Inc. Milbro, Inc. Staples GP, LLC Agawam Mill, LP Cherokee Mill, LP Coppell Mill, LP Lebanon Mill, LP Staples Partners, LLC Staples Real Estate Trust Staples Airport Express, L.L.C. Staples Airport Terminal, L.L.C. Staples Airport, L.L.C. Staples Express at the Airport, L.L.C. Staples Business Insurance Agency, L.L.C. Staples Global Holdings, L.P. Staples Product Sourcing Group Europe, B.V.B.A. QSDD UK Limited Staples Netherlands B.V. Staples International Limited Idasil Investimentos Imobiliarios S.A. OFCEP OFFICE CENTRE Portugal Equipamento de Escritorio Lda.

Germany England England Delaware Delaware Minnesota South Carolina South Carolina Nova Scotia Minnesota Minnesota Delaware Delaware Delaware Delaware Delaware Delaware Delaware Massachusetts Delaware Delaware Delaware Delaware Massachusetts Bermuda Belgium United Kingdom Netherlands United Kingdom Portugal Portugal

Business Office Supply B.V. Damster Kantooristallaties B.V. Clip & Paper B.V. Staples Europe Holdings, G.P. Staples Value, L.L.C. Staples Transportation, L.L.C. 3053840 Nova Scotia Company ULC 3053841 Nova Scotia Company ULC Peterborough, L.P. Reliable France SAS Staples Catalog SAS JPG Benelux SPRL Sistemas Kalamazoo Sundex Neat Ideas, Ltd.

Netherlands Netherlands Netherlands Bermuda Virginia Delaware Nova Scotia Nova Scotia Ontario, Canada France France Belgium Spain France United Kingdom

Same Same Same Same Same Same Same Same Same Same Same Same Same Same Same

Business Office Supply B.V. Damster Kantooristallaties B.V. Clip & Paper B.V. Staples Europe Holdings, G.P. Staples Value, L.L.C. Staples Transportation, L.L.C. 3053840 Nova Scotia Company ULC 3053841 Nova Scotia Company ULC Peterborough, L.P. Reliable France SAS Staples Catalog SAS JPG Benelux SPRL Sistemas Kalamazoo Sundex Neat Ideas, Ltd. Mondoffice Srl Staples LUXCO Sarl Staples Italy Holding Srl Staples France Holding Staples Mail Order UK JPG SAS Bernard Supplies Bernard Belgium Sarl Bernard France SAS Filatur Du Vert Tuquet SARL Le Tuquet SCI Le Ferrain SCI Staples Foundation for Learning, Inc. Kontorslagret pa Internet Aktiebolag

Netherlands Netherlands Netherlands Bermuda Virginia Delaware Nova Scotia Nova Scotia Ontario, Canada France France Belgium Spain France United Kingdom Italy Luxembourg Italy France United Kingdom France United Kingdom Belgium France France France France Massachusetts Sweden

Same Same Same Same Same Same Same Same Same Same Same Same Same Same Same Same Same Same Same Same Same Same Same Same Same Same Same Same Same

EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statements (Form S-4 No. 333-102159, Forms S-3 No. 333-58743, 333-62939, 333-81503, 333-101116, and 333-76360 and Forms S-8 No. 333-36713, 333-36715, 333-39991, 333-39993, 333-64545, 333-73383, 333-90675, 333-90671, 333-90673, 33387971, 333-12903, 333-38222, 333-68428, 333-68430, 333-68432 and 333-68426) of Staples, Inc. and in the related Prospectus of our report dated March 2, 2004, with respect to the consolidated financial statements of Staples, Inc. included in this Annual Report (Form 10-K) for the year ended January 31, 2004. Ernst & Young LLP Boston, Massachusetts March 2, 2004

EXHIBIT 31.1 PRINCIPAL EXECUTIVE OFFICER CERTIFICATION I, Ronald L. Sargent, certify that: 1. I have reviewed this Annual Report on Form 10-K of Staples, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of,

EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statements (Form S-4 No. 333-102159, Forms S-3 No. 333-58743, 333-62939, 333-81503, 333-101116, and 333-76360 and Forms S-8 No. 333-36713, 333-36715, 333-39991, 333-39993, 333-64545, 333-73383, 333-90675, 333-90671, 333-90673, 33387971, 333-12903, 333-38222, 333-68428, 333-68430, 333-68432 and 333-68426) of Staples, Inc. and in the related Prospectus of our report dated March 2, 2004, with respect to the consolidated financial statements of Staples, Inc. included in this Annual Report (Form 10-K) for the year ended January 31, 2004. Ernst & Young LLP Boston, Massachusetts March 2, 2004

EXHIBIT 31.1 PRINCIPAL EXECUTIVE OFFICER CERTIFICATION I, Ronald L. Sargent, certify that: 1. I have reviewed this Annual Report on Form 10-K of Staples, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) [Paragraph omitted in accordance with SEC transition instructions] contained in SEC Release 34-47986] c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial

EXHIBIT 31.1 PRINCIPAL EXECUTIVE OFFICER CERTIFICATION I, Ronald L. Sargent, certify that: 1. I have reviewed this Annual Report on Form 10-K of Staples, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) [Paragraph omitted in accordance with SEC transition instructions] contained in SEC Release 34-47986] c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: March 3, 2004 /s/ Ronald L. Sargent ------------------------------------Ronald L. Sargent President and Chief Executive Officer (Principal Executive Officer)

EXHIBIT 31.2 PRINCIPAL FINANCIAL OFFICER CERTIFICATION

EXHIBIT 31.2 PRINCIPAL FINANCIAL OFFICER CERTIFICATION I, John J. Mahoney, certify that: 1. I have reviewed this Annual Report on Form 10-K of Staples, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) [Paragraph omitted in accordance with SEC transition instructions] contained in SEC Release 34-47986] c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: March 3, 2004 /s/ John J. Mahoney -----------------------------John J. Mahoney Executive Vice President, Chief Administrative Officer and Chief Financial Officer (Principal Financial Officer)

EXHIBIT 32.1

EXHIBIT 32.1 PRINCIPAL EXECUTIVE OFFICER CERTIFICATION In connection with the annual report on Form 10-K of Staples, Inc. (the "Company") for the period ended January 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, Ronald L. Sargent, Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: March 3, 2004 /s/ Ronald L. Sargent ------------------------------Ronald L. Sargent President and Chief Executive Officer (Principal Executive Officer)

EXHIBIT 32.2 PRINCIPAL FINANCIAL OFFICER CERTIFICATION In connection with the annual report on Form 10-K of Staples, Inc. (the "Company") for the period ended January 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, John J. Mahoney, Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: March 3, 2004 /s/ John J. Mahoney ------------------------------John J. Mahoney Executive Vice President, Chief Administrative Officer and Chief Financial Officer (Principal Financial Officer)

EXHIBIT 32.2 PRINCIPAL FINANCIAL OFFICER CERTIFICATION In connection with the annual report on Form 10-K of Staples, Inc. (the "Company") for the period ended January 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, John J. Mahoney, Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: March 3, 2004 /s/ John J. Mahoney ------------------------------John J. Mahoney Executive Vice President, Chief Administrative Officer and Chief Financial Officer (Principal Financial Officer)