Exhibit 10.1

 

EXECUTION COPY

 

Published CUSIP Number [                      ]

 

 

REVOLVING CREDIT AGREEMENT

 

 

dated as of December 14, 2004

 

 

STAPLES, INC.

 

 

THE LENDERS NAMED HEREIN,

 

 

BANK OF AMERICA, N.A.,

as ADMINISTRATIVE AGENT,

 

 

CITICORP USA, INC.,

as Syndication Agent,

 

and

 

HSBC BANK USA, NATIONAL ASSOCIATION

JPMORGAN CHASE BANK, NA and WACHOVIA BANK, NATIONAL ASSOCIATION,

as Co-Documentation Agents

 

 

with

 

 

BANC OF AMERICA SECURITIES LLC

Having Acted as sole Lead Arranger and sole Book Manager

 

 

TABLE OF CONTENTS

 

§1.	DEFINITIONS AND RULES OF INTERPRETATION
	§1.1.	Definitions
	§1.2.	Rules of Interpretation
	§1.3.	Exchange Rates; Currency Equivalents.
	§1.4.	Additional Alternative Currencies
	§1.5.	Change of Currency
	§1.6.	Letter of Credit Amounts.
§2.	THE REVOLVING CREDIT FACILITY
	§2.1.	Commitment to Lend Syndicated Loans
	§2.2.	Requests for Syndicated Loans
	§2.3.	Competitive Bid Loans
		§2.3.1.	Competitive Bid Borrowings
		§2.3.2.	Maximum Competitive Bid Loans; Funding Losses
		§2.3.3.	Repayment of Competitive Bid Loans
	§2.4.	Funds for Revolving Credit Loans
		§2.4.1.	Funding Procedures
		§2.4.2.	Advances by Administrative Agent
	§2.5.	Reduction of Total Commitment
	§2.6.	Maturity and Other Mandatory Repayments of Revolving Credit Loans
	§2.7.	Optional Repayments of Revolving Credit Loans
	§2.8.	Interest on Revolving Credit Loans
	§2.9.	Conversion Options
		§2.9.1.	Conversion to Different Type of Syndicated Loan
		§2.9.2.	Continuation of Type of Syndicated Loan
		§2.9.3.	Eurocurrency Rate Loans
	§2.10.	The Swing Line
		§2.10.1.	The Swing Line Loans.
		§2.10.2.	Notice of Borrowing

 

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		§2.10.3.	Interest on Swing Line Loans
		§2.10.4.	Repayment of Swing Line Loans
	§2.11.	Evidence of Debt
§3.	LETTERS OF CREDIT
	§3.1.	Letters of Credit
	§3.2.	Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension of Letters of Credit
	§3.3.	Drawings and Reimbursements
	§3.4.	Repayment of Participations.
	§3.5.	Obligations Absolute
	§3.6.	Role of Issuing Bank
	§3.7.	Cash Collateral.
	§3.8.	Applicability of ISP and UCP.
	§3.9.	Transitional Letters of Credit.
	§3.10.	Letter of Credit Fee
	§3.11.	Conflict with Issuer Documents.
§4.	CERTAIN GENERAL PROVISIONS; FEES
	§4.1.	Closing and Administrative Agent Fees
	§4.2.	Other Fees
		§4.2.1.	Facility Fee
		§4.2.2.	Utilization Fee
	§4.3.	Funds for Payments
		§4.3.1.	Payments to Administrative Agent
		§4.3.2.	No Offset, Etc
		§4.3.3.	Withholding
	§4.4.	Computations.
	§4.5.	Inability to Determine Eurocurrency Rate
	§4.6.	Illegality
	§4.7.	Additional Costs, Etc