Exhibit 10.3


 


EXHIBIT G


 


FORM OF
ASSIGNMENT AND ACCEPTANCE


 


This Assignment and Acceptance
(the “Assignment and Acceptance”) is dated as of the Effective Date set
forth below and is entered into by and between Lehman
Commercial Paper Inc. (the “Assignor”) and Barclays Bank PLC (the “Assignee”). Capitalized terms
used but not defined herein shall have the meanings given to them in the Credit
Agreement identified below (as amended, the “Credit Agreement”), 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 Acceptance
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 (a) 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 (b) 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 (a) above (the rights and obligations sold and
assigned pursuant to clauses (a) and (b) above being referred to
herein collectively as the “Assigned Interest”). Such sale and assignment is
without recourse to the Assignor and, except as expressly provided in this
Assignment and Acceptance, without representation or warranty by the Assignor.


 


	
  1.

  	
    Assignor:  Lehman Commercial Paper Inc.

  
	
   

  	
   

  
	
  2.

  	
    Assignee:  Barclays Bank PLC

  
	
   

  	
  [and is an Affliate/Approved Fund of [identify
  Lender](1)]

  
	
   

  	
   

  
	
  3.

  	
  Borrower:  Staples, Inc.

  
	
   

  	
   

  
	
  4.

  	
  Administrative Agent:  Bank of
  America, N.A.

  
	
   

  	
  as the administrative agent under the Credit Agreement

  



 






(1) Select as applicable.


 

















 


	
  5.      Credit
  Agreement:

  	
  The Amended and Restated Revolving Credit Agreement dated as of October 13,
  2006 among Staples, Inc., the Lenders parties thereto, Bank of America,
  N.A., as Administrative Agent, and the other agents parties thereto

  
	
   

  	
   

  
	
  6.      Assigned Interest:

  	
   

  



 


	
  Aggregate Amount of

  Commitment/Loans for all Lenders(1)

  	
   

  	
  Amount of

  Commitment/Loans(1)

  	
   

  	
  Percentage Assigned of

  Commitment/Loans(2)

  	
   

  
	
  $

  	
  750,000,000.00

  	
   

  	
  $

  	
  25,000,000.00

  	
   

  	
  3.33333

  	
  %

  
								



 


[7.    Trade Date:                          ](3)


 


Effective Date: September 25, 2008.


 


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


 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
  Lehman Commercial Paper Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ahuva Schwager

  
	
   

  	
  Ahuva Schwager

  
	
   

  	
  Title:   Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  ASSIGNEE

  
	
   

  	
   

  
	
   

  	
  Barclays Bank PLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Barton

  
	
   

  	
  David Barton

  
	
   

  	
  Title:  Director

  
	
   

  	
   

  	
   

  
	
  Consented to and Accepted:

  	
   

  	
   

  
	
  BANK OF AMERICA, N.A., as

  	
   

  	
   

  
	
  Administrative Agent,
  Issuing Bank and

  	
   

  	
   

  
	
  lender of the Swing Line
  Loans

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Illegible

  	
   

  	
   

  	
   

  
	
   Title:  Illegible

  	
   

  	
   

  
						



 






(1)    Amount to be adjusted by the counterparties
to take into account any payments or prepayments made between the Trade Date
and the Effective Date.


(2)   Set
forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all
Lenders thereunder.


(3) To
be completed if the Assignor and the Assignee intend that the minimum
assignment amount is to be determined as of the Trade Date.


 

















 


Consented(3)


 


Staples, Inc.


 


 


By:  N/A


Title:


 






(3)    Include if Borrower consented to Assignment
under Credit Agreement.


 

















 


ANNEX 1


 


The Amended and Restated
Revolving Credit Agreement dated as of October 13, 2006, among Staples, Inc.,
the Lenders parties thereto, Bank of America, NA, as Administrative Agent, and
the other agents parties thereto


 


STANDARD TERMS AND
CONDITIONS FOR

ASSIGNMENT AND ACCEPTANCE


 


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 Acceptance 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 Acceptance 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 has received a copy of the
Credit Agreement, together with copies of the most recent financial statements
delivered pursuant to §§5.4 and 6.4 thereof, as applicable, and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and Acceptance and to
purchase the Assigned Interest on the basis of which it has made such analysis
and decision independently and without reliance on the Administrative Agent or
any other Lender, and (v) if it is a Non-U.S. Lender, attached to this
Assignment and Acceptance 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 Assignee whether such amounts have accrued prior to, on or after the
Effective Date.  The Assignor and the
Assignee shall make all appropriate adjustments in payments by the
Administrative Agent for periods prior to the Effective Date or with respect to
the making of this assignment directly between themselves.


 


3.             General Provisions. This
Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns. This Assignment and Acceptance 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 Acceptance
by telecopy shall be effective as delivery of a manually executed counterpart
of this Assignment and Acceptance. This Assignment and Acceptance shall be
governed by, and construed in accordance with, the laws of the State of New
York.