Exhibit 10.2


 


EXHIBIT D 


 


FORM OF
ASSIGNMENT AND ASSUMPTION


 


This Assignment and
Assumption (the “Assignment and Assumption”) is dated as of the
Effective Date set forth below and is entered into by and between the Assignor
(as defined below) and the Assignee (as defined below). Capitalized terms used
but not defined herein shall have the meanings given to them in the Credit
Agreement (as defined below), receipt of a copy of which is hereby acknowledged
by the Assignee. The Standard Terms and Conditions set forth in Annex I
attached hereto are hereby agreed to and incorporated herein by reference and
made a part of this Assignment and Assumption as if set forth herein in full.


 


For
an agreed consideration, the Assignor hereby irrevocably sells and assigns to
the Assignee, and the Assignee hereby irrevocably purchases and assumes from
the Assignor, subject to and in accordance with the Standard Terms and
Conditions and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of the Assignor’s
rights and obligations in its capacity as a Lender under the Credit Agreement
and any other documents or instruments delivered pursuant thereto to the extent
related to the amount and percentage interest identified below of all of such
outstanding rights and obligations of the Assignor under the respective
facilities identified below (including without limitation any letters of
credit, guarantees, and swingline loans included in such facilities) and (ii) to
the extent permitted to be assigned under applicable law, all claims, suits,
causes of action and any other right of the Assignor (in its capacity as a
Lender) against any Person, whether known or unknown, arising under or in
connection with the Credit Agreement, any other documents or instruments
delivered pursuant thereto or the loan transactions governed thereby or in any
way based on or related to any of the foregoing, including, but not limited to,
contract claims, tort claims, malpractice claims, statutory claims and all
other claims at law or in equity related to the rights and obligations sold and
assigned pursuant to clause (i) above (the rights and obligations sold and
assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii) above
being referred to herein collectively as the “Assigned Interest”). Each
such sale and assignment is without recourse to the Assignor and, except as
expressly provided in this Assignment and Assumption, without representation or
warranty by the Assignor.


 


	
  1.    Assignor :

  	
  Lehman Commercial Paper Inc.

  
	
   

  	
   

  
	
  2.    Assignee :

  	
  Barclays Bank PLC

  
	
   

  	
   

  
	
  3.  Credit Agreement:

  	
  The Credit Agreement dated as of April 1, 2008 among
  Staples, Inc., the Lenders party thereto. Lehman Commercial Paper Inc.,
  as Administrative Agent, and the other agents party thereto

  



 

















 


4.            Assigned
Interest:


 


	
  Facility Assigned(1)

  	
   

  	
  Amount of Commitment/

  Loans Assigned

  	
   

  	
  Percentage Assigned of

  Commitment/Loans

  	
   

  
	
  $3.0 billion
  credit agreement

  	
   

  	
  $

  	
  766,666,666.68

  	
   

  	
  25.555556

  	
  %

  
							



 


5.            Effective
Date of Assignment: September 25, 2008(2)


 


The terms set forth in this Assignment and
Assumption are hereby agreed to:


 


	
  Barclays Bank PLC

  	
   

  	
  Lehman Commercial Paper Inc.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ David Barton

  	
   

  	
  By:

  	
  /s/ Ahuva Schwager

  
	
  David Barton

  	
   

  	
  Ahuva Schwager

  
	
  Director

  	
   

  	
  Authorized Signatory

  
					



 






(1)   Fill in the appropriate terminology for the
types of facilities under the Credit Agreement that are being assigned under
this Assigment.


 


(2)   To
be inserted by Administrative Agent and which shall be effective date of
recordation of transfer in the Register therefor.


 

















 


	
  Accepted and Consented To:

  	
   

  	
  Consented To:

  
	
   

  	
   

  	
   

  
	
  (3)LEHMAN COMMERCIAL PAPER INC.,

  	
   

  	
  STAPLES, INC.,

  
	
  as Administrative Agent

  	
   

  	
  as Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Ahuva Schwager

  	
   

  	
  By:

  	
  /s/ Nicholas Hotchkin

  
	
  Ahuva Schwager

  	
   

  	
  SVP Finance, Treasurer

  
	
  Authorized Signatory

  	
   

  	
   

  
					



 






(3)   Insert appropriate consenting parties
required under Credit Agreement


 

















 


ANNEX 1


 


STANDARD TERMS AND
CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION


 


1.             Representations
and Warranties.


 


1.1. Assignor. The Assignor (a) represents
and warrants that (i) it is the legal and beneficial owner of the Assigned
Interest, (ii) the Assigned Interest is free and clear of any lien,
encumbrance or other adverse claim and (iii) it has full power and
authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated
hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the Credit
Agreement or any other Loan Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Loan
Documents or any collateral thereunder, (iii) the financial condition of
the Borrower, any of its Subsidiaries or Affiliates or any other Person
obligated in respect of any Loan Document or (iv) the performance or
observance by the Borrower, any of its Subsidiaries or Affiliates or any other
Person of any of their respective obligations under any Loan Document.


 


1.2. Assignee. The Assignee (a) represents
and warrants that (i) it has full power and authority, and has taken all
action necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby and to become a Lender under
the Credit Agreement, (ii) it meets all the requirements to be an Eligible
Assignee under the Credit Agreement (subject to receipt of such consents, if
any, as may be required under the Credit Agreement), (iii) from and after
the Effective Date, it shall be bound by the provisions of the Credit Agreement
as a Lender thereunder and, to the extent of the Assigned Interest, shall have
the obligations of a Lender thereunder, (iv) it is sophisticated with
respect to decisions to acquire assets of the type represented by the Assigned
Interest and either it, or the person exercising discretion in making its
decision to acquire the Assigned Interest, is experienced in acquiring assets
of such type, (v) it has received a copy of the Credit Agreement, and has
received or has been accorded the opportunity to receive copies of the most
recent financial statements delivered pursuant to the Credit Agreement, as
applicable, and such other documents and information as it deems appropriate to
make its own credit analysis and decision to enter into this Assignment and
Assumption and to purchase the Assigned Interest, (vi) it has,
independently and without reliance upon the Administrative Agent or any other
Lender and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase the Assigned Interest, and (vii) if
it is a Non-U.S. Lender, attached to this Assignment and Assumption is any
documentation required to be delivered by it pursuant to the terms of the
Credit Agreement, duly completed and executed by the Assignee; and (b) agrees
that (i) it will, independently and without 


 

















 


reliance on the Administrative Agent, the Assignor or any other Lender,
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Loan Documents, and (ii) it will perform in accordance with
their terms all of the obligations which by the terms of the Loan Documents are
required to be performed by it as a Lender.


 


2.             Payments. From and after the Effective Date, the
Administrative Agent shall make all payments in respect of the Assigned
Interest (including payments of principal, interest, fees and other amounts) to
the Assignor for amounts which have accrued to but excluding the Effective Date
and to the Assignee for amounts which have accrued from and after the Effective
Date.


 


3.             General Provisions. This
Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns. This Assignment and Assumption may be executed in any
number of counterparts, which together shall constitute one instrument. Delivery
of an executed counterpart of a signature page of this Assignment and
Assumption by telecopy shall be effective as delivery of a manually executed
counterpart of this Assignment and Assumption. This Assignment and Assumption
shall be governed by, and construed in accordance with, the law of the State of
New York.