0001104659-08-056516 Sample Contracts

AMENDED AND RESTATED COMMERCIAL PAPER DEALER AGREEMENT (4(2) PROGRAM; GUARANTEED) among STAPLES, INC. as Issuer
Commercial Paper Dealer Agreement • September 3rd, 2008 • Staples Inc • Retail-miscellaneous shopping goods stores • New York

This Amended and Restated Commercial Paper Agreement (4(2) Program Guaranteed) (as amended, supplemented or otherwise modified and in effect from time to time, the “Agreement”) sets forth the understandings among the Issuer, the Guarantors and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes (the “Notes”) through the Dealer. The Issuer and the Dealer are parties to that certain Commercial Paper Dealer Agreement, dated as of June 9, 2008 (the “Original Agreement”) and the Issuer and the Dealer wish to amend and restate the Original Agreement solely to add the Guarantors as parties in order to evidence and reflect their guarantee of the Notes.

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