Exhibit 10.4

 

	
BANK OF   AMERICA, N.A.
    	
BARCLAYS   BANK PLC
    
	
MERRILL,   LYNCH, PIERCE, FENNER &
    	
745 Seventh   Avenue
    
	
SMITH   INCORPORATED
    	
New York, NY   10019
    
	
One Bryant Park
    	
 
    
	
New York, NY   10036
    	
 
    
	
 
    	
 
    
	
WELLS   FARGO BANK,
    	
HSBC   SECURITIES (USA) INC.
    
	
NATIONAL   ASSOCIATION
    	
HSBC   BANK USA, NATIONAL ASSOCIATION
    
	
One Boston   Place, 19th Floor
    	
452 Fifth Avenue
    
	
Boston, MA 02108
    	
New York, NY   10018
    
	
 
    	
 
    
	
J.P.   MORGAN SECURITIES LLC
    	
PNC   CAPITAL MARKETS LLC
    
	
JP   MORGAN CHASE BANK, N.A.
    	
PNC   BANK, NATIONAL ASSOCIATION
    
	
383 Madison   Avenue, 24th Floor
    	
340 Madison Ave.   11th Floor
    
	
New York, NY   10179
    	
New York, NY   10173
    
	
 
    	
 
    
	
TD   BANK, N.A.
    	
U.S.   BANK NATIONAL ASSOCIATION
    
	
NY3-327-241
    	
MK-IL-RY3B
    
	
125 Park Avenue,   24th Floor
    	
209 South   LaSalle Street, Suite 300
    
	
New York,   NY 10017
    	
Chicago, IL   60604
    


 

PERSONAL AND CONFIDENTIAL

 

May 10, 2016

 

Staples, Inc.
 500 Staples Drive
 Framingham, MA 01702
 Attention:  Ronald L. Sargent, Chairman and Chief Executive Officer

 

Project Warrior
  $3,000,000,000 ABL Facility
 Amendment to Second Amended and Restated Commitment Letter

 

Ladies and Gentlemen:

 

Reference is hereby made to that certain Second Amended and Restated Commitment Letter, dated as of February 2, 2016 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Commitment Letter”) from (i) Bank of America, N.A. (“Bank of America”), (ii) Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”), (iii) Barclays Bank PLC (“Barclays”, together with Bank of America and MLPFS, collectively, the “Original Commitment Parties”), (iv) Wells Fargo Bank, National Association (“Wells Fargo”) pursuant to that certain Joinder to Second Amendment and Restated Commitment Letter, dated February 2, 2016, (v) HSBC Bank USA, N.A. (“HSBC Bank”) and HSBC Securities (USA) Inc., (“HSBC Securities”) pursuant to that certain Joinder to Second Amendment

 

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and Restated Commitment Letter, dated February 2, 2016, (vi) PNC Bank, National Association (“PNC Bank”) and PNC Capital Markets LLC (“PNCCM”) pursuant to that certain Joinder to Second Amendment and Restated Commitment Letter, dated February 2, 2016, (vii) TD Bank, N.A. (“TD Bank”) pursuant to that certain Joinder to Second Amendment and Restated Commitment Letter, dated February 2, 2016, (viii) U.S. Bank National Association (“U.S. Bank”) pursuant to that certain Joinder to Second Amendment and Restated Commitment Letter, dated February 2, 2016 and (ix) JPMorgan Chase Bank, N.A. (“JPMCB”) and J.P. Morgan Securities LLC (“JPMS”, and together with the Original Commitment Parties, Wells Fargo, HSBC Bank, HSBC Securities, PNC Bank, PNCCM, TD Bank, U.S. Bank and JPMCB, collectively, the “Commitment Parties”) pursuant to that certain Joinder to Second Amendment and Restated Commitment Letter, dated February 2, 2016 to Staples, Inc., a Delaware corporation (the “Company”).  Capitalized terms used herein without definition shall have the meanings set forth in the Commitment Letter.

 

The Commitment Parties and the Company hereby agree to amend clause (iv) of the first paragraph of Section 10 (Termination; Acceptance) of the Commitment Letter by deleting the date “May 10, 2016” in both instances in clause (iv) of the first paragraph of such Section 10 that such date appears and inserting in lieu thereof, in both instances, the date “May 31, 2016”.

 

In connection therewith, the Commitment Parties and the Company further agree to amend Section 4.01(q) of the ABL Draft Credit Agreement by deleting the date “May 10, 2016” in both instances in such Section that such date appears and inserting in lieu thereof, in both instances, the date “May 31, 2016”.

 

Except as amended by this letter agreement (this “Letter Agreement”), the Commitment Letter shall remain in full force and effect.  This Letter Agreement may be executed in any number of counterparts, each of which when executed will be an original and all of which, when taken together, will constitute one agreement.  Delivery of an executed counterpart of a signature page of this Letter Agreement by facsimile or other electronic transmission will be as effective as delivery of a manually executed counterpart hereof.

 

[The remainder of this page is intentionally left blank.]

 

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Please evidence your agreement with the terms of this letter agreement by returning executed counterparts of this letter agreement.

 

	
 
    	
Very   truly yours,
    
	
 
    	
 
    
	
 
    	
BANK   OF AMERICA, N.A.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Andrew Cerussi
    
	
 
    	
 
    	
Name: Andrew   Cerussi
    
	
 
    	
 
    	
Title:   Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Andrew Cerussi
    
	
 
    	
 
    	
Name: Andrew   Cerussi
    
	
 
    	
 
    	
Title:   Director
    
				


 

[Signature Page to Amendment to Second Amended and Restated Commitment Letter]

 











 

	
 
    	
BARCLAYS   BANK PLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Joseph Jordan
    
	
 
    	
 
    	
Name: Joseph   Jordan
    
	
 
    	
 
    	
Title:   Managing Director
    


 

[Signature Page to Amendment to Second Amended and Restated Commitment Letter]

 











 

	
 
    	
WELLS   FARGO BANK, NATIONAL ASSOCIATION
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Michael Stavrakos
    
	
 
    	
Name: Michael Stavrakos
    
	
 
    	
Title: Vice President
    


 

[Signature Page to Amendment to Second Amended and Restated Commitment Letter]

 











 

	
 
    	
HSBC   SECURITIES (USA) INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Richard Jackson
    
	
 
    	
Name: Richard Jackson
    
	
 
    	
Title: Managing Director
    


 

 

	
 
    	
HSBC   BANK USA, NATIONAL ASSOCIATION
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Robert Devir
    
	
 
    	
Name: Robert Devir
    
	
 
    	
Title: Managing Director
    


 

[Signature Page to Amendment to Second Amended and Restated Commitment Letter]

 












 

	
 
    	
PNC   CAPITAL MARKETS LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Brian D Prettyman
    
	
 
    	
Name: Brian D Prettyman
    
	
 
    	
Title: Managing Director
    


 

 

	
 
    	
PNC   BANK, NATIONAL ASSOCIATION
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kevin Madigan
    
	
 
    	
Name: Kevin Madigan
    
	
 
    	
Title: SVP
    


 

[Signature Page to Amendment to Second Amended and Restated Commitment Letter]

 











 

	
 
    	
TD   BANK, N.A.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Cyntra Trani
    
	
 
    	
Name: Cyntra Trani
    
	
 
    	
Title: Senior Vice President
    


 

[Signature Page to Amendment to Second Amended and Restated Commitment Letter]

 











 

	
 
    	
U.S.   BANK NATIONAL ASSOCIATION
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Carol Anderson
    
	
 
    	
Name: Carol Anderson
    
	
 
    	
Title: Vice President
    


 

[Signature Page to Amendment to Second Amended and Restated Commitment Letter]

 











 

	
 
    	
J.P.   MORGAN SECURITIES LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Uri Birkenfeld
    
	
 
    	
Name: Uri Birkenfeld
    
	
 
    	
Title: Executive Director
    


 

 

	
 
    	
JPMORGAN   CHASE BANK, N.A.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Lauren Baker
    
	
 
    	
Name: Lauren Baker
    
	
 
    	
Title: Vice President
    


 

[Signature Page to Amendment to Second Amended and Restated Commitment Letter]

 











 

Accepted and agreed to as of 
 the date first above written:

 

STAPLES, INC.

 

 

	
By:   
    	
/s/   Christine T. Komola
    	
 
    
	
 
    	
Name:
    	
Christine   T. Komola
    
	
 
    	
Title:
    	
Executive   Vice President and Chief Financial Officer
    
				


 

[Signature Page to Amendment to Second Amended and Restated Commitment Letter]