Exhibit 10.5


 


September 29, 2008


 


Staples, Inc.


Staples
The Office Superstore, LLC


Staples
The Office Superstore East, In.


Staples
Contract & Commercial, Inc.


Staples the Office Superstore, Limited Partnership


 


Re:  Agreement
dated August 6, 2008 among Lehman Brothers, Inc. (“LBI”), Staples, Inc.,
Staples The Office Superstore LLC, Staples The Office Superstore East, Inc.,
Staples Contract & Commercial, Inc., and Staples The Office
Superstore, Limited Partnership (“Counterparties”) regarding the issue
of commercial paper (the “Agreement”)


 


As
you may be aware, Barclays Capital Inc. (“BCI”) has entered into a
transaction with LBI pursuant to which BCI has acquired certain assets of LB1
relating to LBI’s investment banking and capital markets businesses. The sale
transaction closed September 22, 2008. Prior to the closing of the sale, LBI’s
parent company, Lehman Brothers Holdings Inc. (“LBHI,” together with LBI
“Lehman”), commenced a voluntary case under chapter 11 of the Bankruptcy
Code and LBI commenced a proceeding under the Securities Investor Protection
Act. The Asset Purchase Agreement governing the sale transaction, as approved
by the Bankruptcy Court, provides BCI the right to have contracts related to
the purchased assets assumed by the trustee overseeing LBI’s SIPA proceeding
(the “SIPC Trustee”) and assigned to BCI in connection with the sale.


 


At
the request of BCI, LBI is assigning its rights, and
BCI and is assuming LBI’s obligations, under the Agreement, to which
Counterparties arc each a counterparty. The SIPC Trustee and BCI have
determined that there are no amounts outstanding or other obligations of LBI
that must be cured in connection with the assumption and assignment of the
Agreement to BCI; however, let us know if you disagree


 


We ask that you sign below to acknowledge and consent to the assumption
and assignment of the Agreement to BCI. From and after your acknowledgement and
consent, LBI and its estate will have no obligations or liability under the
Agreement.


 


	
  BCI looks forward to working with you.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  HUGHES HUBBARD & REED LLP

  	
   

  	
  BARCLAYS CAPITAL INC.

  
	
   

  	
   

  	
   

  
	
   /s/ Illegible

  	
   

  	
  /s/ Mark Bamford

  
	
  Attorneys
  for James W. Giddens,

  	
   

  	
  By:  Mark Bamford

  
	
  Trustee
  for the SIPA Liquidation

  	
   

  	
  Title:  Managing Director

  
	
  of
  Lehman Brothers Inc.

  	
   

  	
   

  



 





















 


	
  ACKNOWLEDGED
  AND CONSENTED TO

  
	
   

  
	
  Staples, Inc.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Nicholas Hotchkin

  	
   

  
	
  Title:  SVP Finance, Treasurer

  	
   

  
	
   

  	
   

  
	
  Staples
  The Office Superstore, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Nicholas Hotchkin

  	
   

  
	
  Title:  SVP Finance, Treasurer

  	
   

  
	
   

  	
   

  
	
  Staples
  The Office Superstore East, Inc.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Nicholas Hotchkin

  	
   

  
	
  Title:  SVP Finance, Treasurer

  	
   

  
	
   

  	
   

  
	
  Staples
  Contract & Commercial, Inc.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Nicholas Hotchkin

  	
   

  
	
  Title:  SVP Finance, Treasurer

  	
   

  
	
   

  	
   

  
	
  Staples
  the Office Superstore, Limited Partnership

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Nicholas Hotchkin

  	
   

  
	
  Title:  SVP Finance, Treasurer