Staples, Inc. Term Loan Credit Agreement Summary. General Terms

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1 This report is based on the following source document(s) Term Loan Credit Agreement, dated September 12, 2017 General Terms Borrower Staples, Inc., a Delaware corporation Guarantors : Arch Parent Inc. ("Holdings") and material wholly owned domestic Restricted Subsidiaries, other than typical excluded Subsidiaries, including foreign subsidiaries. Immaterial Subsidiaries may not account for, individually, 5% or more of total assets or consolidated gross revenues and, in the aggregate, more than 7.5% of total assets or consolidated gross revenues. Guarantors/ Security Collateral : Staples is also party to a separate ABL Facility, which has a prior lien on accounts, inventory, deposit accounts and related assets, and a junior lien on other assets securing the term loan. Collateral consists of equity of Staples and each material domestic Restricted Subsidiary, 65% of the voting securities of Foreign Subsidiaries directly owned by Loan Parties, Intellectual Property and other tangible and intangible assets of each Loan Party and proceeds, subject to normal exceptions. Permitted Holders Borrower Counsel Kirkland & Ellis LLP Excluded assets include all fee-owned real property or ground leased property and all real property leasehold interests Sycamore Partners Management, L.P., its affiliates, other than portfolio companies and management investors. Agent UBS AG Stamford Branch Tranches/Maturity $2.9 billion term loan maturing 7 years after the closing date. Pricing L+ 4.00%. LIBOR Floor 1.00%. Amortization 0.25%/quarter commencing after the second full FQ following the closing date. Call Protection A 1.00%/6-month call protection in connection with a Repricing Transaction. A Repricing Transaction is a prepayment with the proceeds of new term loans (or an amendment) with an effective yield lower than the yield in effect for the Term Loans prepaid where the primary purpose is to reduce costs. Exclusions for CoC, IPO and Enterprise Transformative Acquisitions. Mandatory Prepayments Staples may prepay extended term loans or incremental term loans without having to repay non-extended term loans or initial term loans. Asset Sales 100% of proceeds from any non-abl collateral Asset Sales specified below resulting in Net Cash Proceeds in excess of $10 million individually that exceed $20 million in any fiscal year (and only such proceeds in excess of such amounts) must be used to prepay to the term loans; company may reinvest in useful assets within 12 months of receipt (with additional 180 days if proceeds are committed to be used within 12 month period).

2 Excess Cash Flow Application of Proceeds 50% of ECF in excess of $10 million commencing with FY ending January 26, 2019, with step-downs to 25% and 0% if specified first lien leverage ratios are met; ECF sweep reduced by voluntary prepayments of the term loans, including through discounted prepayments and repayments of debt under the ABL Facility (as long as revolving commitments are permanently reduced). Pro rata to term lenders and other holders of pari debt that is required to be prepaid; lenders may decline all or a portion of any prepayment. Staples may voluntarily prepay incremental debt ahead of the initial term loans which could put pressure on initial lenders to provide incremental financing. Negative Covenants The negative covenants apply to Staples and the restricted subsidiaries. Staples can designate a restricted subsidiary as an unrestricted subsidiary, subject to: 1. No Event of Default. 2. The designation is permitted under the Restricted Payments covenant. No subsidiary that holds IP that is material to Staples business may be designated an unrestricted subsidiary at any time it holds such IP. Financial Maintenance Covenant EBITDA/Cash Netting Financial Covenants There is no financial maintenance covenant, although leverage ratios are used as incurrence tests. EBITDA add-backs include restructuring charges, relocation costs and other business optimization expenses. Add-backs also include projected net cost savings from acquisitions, dispositions and other transactions not to exceed 25% of EBITDA. Cost savings can be projected from actions that have either been taken, with respect to which substantial steps have been taken or are expected to be taken within six fiscal quarters after any transaction. All unrestricted cash is permitted to be netted from debt. Consolidated First Lien Debt is defined as debt under the Term Loan, the ABL and other Consolidated Total Debt secured on a pari basis with the liens securing the Term Loan or ABL, less unrestricted cash. Consolidated Secured Debt is defined as Consolidated Total Debt that is secured by a lien. Consolidated Total Debt is defined as debt, less unrestricted cash. Technically, because both definitions permit unrestricted cash to be netted from debt, this allows Staples to net unrestricted cash twice in respect of additional pari debt for purposes of the first lien leverage ratio calculations. Incremental Debt Amount Debt and Liens Greater of $850 million and 85% of EBITDA (less Incremental Equivalent Debt, Ratio Debt and Acquisition Debt incurred under the 2

3 starter basket), plus additional amounts in compliance with a 2.9x first lien leverage ratio or, if incurred to finance an acquisition or other permitted investment, the pro forma first lien leverage ratio not exceeding the ratio prior to incurrence. MFN 50bps for pari term loans. Sunset 24 months Conditions No Event of Default and true representations and warranties. Bank or capital markets debt in lieu of Incremental Debt; Incremental Equivalent Debt (i) if such debt if junior lien, compliance with a 2.9x secured leverage ratio or, if incurred to finance an acquisition or other permitted investment, the pro forma secured leverage ratio not exceeding the ratio prior to incurrence and (ii) if such debt is unsecured or secured by non-collateral compliance with either a 3.9x leverage ratio or a 2x interest coverage ratio or, if incurred to finance an acquisition or other permitted investment, the pro forma ratio is not worse than the ratio prior to incurrence. If such debt is in the form of pari term loans, MFN attaches. Concurrent Outstanding Debt ABL Facility : Greater of $1.2 billion and the borrowing base, plus permitted incremental revolving debt Senior Notes : $1 billion of 8.5% Senior Notes due Senior Notes : Staples 4.375% Senior Notes due Ratio Debt Acquisition Debt Bank and capital markets debt in lieu of Incremental Debt; such debt may be secured by corresponding liens baskets. If such debt is in the form of pari term loans, MFN attaches. $200 million, plus bank and capital markets debt in lieu of Incremental Debt (subject to same leverage tests or ensuring the applicable leverage ratio is not worse than the ratio prior to incurrence); such debt, other than the $200 million basket, may be secured by corresponding liens baskets. 3

4 If such debt is in the form of pari term loans, MFN attaches. General Debt : Greater of $250 million and 25% of EBITDA. General Debt/General Liens Non-Guarantor Restricted Subsidiaries Contribution Debt Purchase Money Debt Sale-Leaseback Transactions Refinancing Restrictions Reclassification General Liens : Greater of $250 million and 25% of EBITDA; such liens may be pari with the liens securing the term loans. $200 million, plus Ratio Debt and Acquisition Debt not to exceed, in the aggregate, $200 million; may be secured by the assets of non-guarantor restricted subsidiaries. 100% of contributions to the capital of Staples, to the extent such proceeds have not been used to make Restricted Payments of Permitted Investments from the Available Amount. $125 million; such debt may be secured by the assets being financed. $250 million; may be secured by a corresponding liens basket. Junior lien debt may not be refinanced with senior lien debt, subordinated debt may not be refinanced with senior debt and unsecured debt may not be refinanced with secured debt. Debt under the Term Loan may not be reclassified. The following table illustrates Staples leverage-based debt capacity under certain baskets mentioned above: Incremental Leverage-Based Debt Capacity Based on our calculations above, Staples can incur about $375 million of additional pari debt under the 2.9x first lien leverage test and $412.3 million of additional unsecured debt under the 3.9x total leverage test. Staples can also incur at least $850 million of additional pari debt under the incremental fixed basket without having to meet a leverage test as well as $250 million of additional pari debt under the General Liens basket (with such liens securing General Debt, Ratio Debt or any other permitted debt). Taken together, in addition to fully drawing on the revolver, assuming Staples uses its capacity under the leverage-based unsecured debt basket first and the 4

5 leverage-based pari debt basket second, the Term Loan likely permits at least $1.475 billion of additional pari debt and about $412 million of unsecured debt. Restricted Payments Available Amount Leverage-Based Restricted Payments Post-IPO General Restricted Payments Shared Prepayments/Investments Unrestricted Subsidiaries Restricted Payments Includes restrictions on the prepayment of debt subordinated in right to the term loans and Permitted Investments. Restricted payments out of the Available Amount, if no Event of Default. Available Amount is based on retained excess cash flow (from the closing date), plus other typical amounts, including cash contributions, plus $150 million. Compliance with a 2.75x leverage ratio (3x for Restricted Investments), if no Event of Default. Sum of 6% per annum of proceeds received by Staples, plus 5% of market capitalization of Holdings (or attributable to Holdings), if no payment or insolvency Event of Default. $150 million (reclassified as Leverage-Based Restricted Payment if Staples can meet applicable leverage test). $150 million (reclassified as Leverage-Based Restricted Payment if Staples can meet applicable leverage test). Distributions of equity of unrestricted subsidiaries. Restricted payments using proceeds of Excluded Contributions. Excluded Contributions Excluded Contributions includes contributions to Staples common equity capital that has been designated in an Officer s Certificate as an Excluded Contribution. Permitted Investments Restricted Group Permitted Acquisitions Similar Business Investments within the restricted group, including to non-guarantor restricted subsidiaries. For investments of material IP that is used in Staples business, such transferred IP will be subject to a non-exclusive royalty-free worldwide license of such IP in favor of Agent. Acquisitions of entities that become, or are merged into, a restricted subsidiary, if no Event of Default. $250 million, when aggregated with investments in unrestricted subsidiaries. 5

6 General Investments Unrestricted Subsidiaries Leverage-Based Investments Proceeds Basket Greater of $100 million and 10% of EBITDA, plus amounts available under the General Restricted Payments and Shared Prepayments/Investments baskets (with corresponding reduction in those baskets). $250 million, when aggregated with investments in Similar Businesses. Compliance with a 3x leverage ratio and no Event of Default. Investments by non-guarantor restricted subsidiaries (i) in entities that are not loan parties, a subsidiary of a loan party or an affiliate of a loan party, (ii) that do not constitute a transfer of IP Rights of such restricted subsidiary and (iii) are financed with proceeds of permitted investments made in such restricted subsidiary. IP Rights means having good and marketable title to, or right to use, IP. Although the Term Loan does not restrict investments in non-guarantor restricted subsidiaries, to the extent any material IP is transferred to a non-guarantor restricted subsidiary, such IP will still be bound by a non-exclusive royalty-free worldwide license that is required to be pledged to lenders. The Post-IPO dividends basket permits dividends not to exceed 6% per annum of proceeds received by Staples, plus 5% of market capitalization of Holdings. Whereas most sponsor financings permit post-ipo dividends based on either proceeds received or market capitalization, most do not permit both. In addition, permitting dividends based on market capitalization could allow Staples to pay outsize dividends, given market capitalization often does not have a direct correlation to financial health. Finally, note that, while dividends based on proceeds received may only be paid on an annual basis, there is no such limitation on dividends based on market capitalization. As such, there s no explicit restriction on Staples being able to pay dividends based on market capitalization more frequently than once a year. Broad Exception Asset Sales Subject to Mandatory Prepayments Assets sold at fair market value, as long as, for sales in excess of $10 million, 75% of consideration consists of cash and equivalents (including assumption of non-subordinated debt; $65 million of non-cash consideration will be deemed cash). For sales of IP Rights that are used in Staples business, purchasers must agree to be bound by a non-exclusive 6

7 General Asset Sales Restricted Group royalty-free worldwide license of such IP Rights in favor of Agent. Sales Not Constituting an Asset Sale Asset sales sold for fair market value for less than $10 million individually and $20 million in any fiscal year. Asset sales within the restricted group, including in non-guarantor restricted subsidiaries. Unrestricted Subsidiaries Sales of equity of unrestricted subsidiaries. Sale-Leaseback Transactions Dispositions of property in connection with any Sale-Leaseback Transaction, as long as no Event of Default and such transaction is conducted on an arm s-length basis and is for fair market value. Although the Broad Exception requires that any sold IP Rights be subject to a license that must be pledged, as do investments in non-guarantor restricted subsidiaries (discussed above), there is no similar requirement in respect of assets sold to non-guarantor restricted subsidiaries. Because Staples is not restricted from selling assets to non-guarantor restricted subsidiaries, this could allow transfers of significant IP to non-loan parties that would cause liens on such sold IP to be released. Fundamental Changes If no Event of Default, Staples may merge with a third party if it survives or the surviving entity is organized in the U.S. and assumes Staples obligations under the Term Loan, as long as $1 of additional Ratio Debt can be incurred. Events of Default, Amendments, Assignments Events of default include cross-payment and cross-acceleration default to debt in excess of $100 million and a CoC. Events of Default A breach of the ABL s financial covenant will not constitute an Event of Default under the Term Loan under the ABL lenders accelerate their loans. Events of Default Any other event of default under the ABL will not constitute an Event of Default under the Term Loan until the earlier of 60 days without being cured and the date on which debt under the ABL is accelerated. Pre-IPO: Permitted Holders cease owning at least majority of voting power of Staples. Change of Control Following IPO: Any group, other than Permitted Holders acquire more than 35% of voting power of Staples. Holdings ceases to own 100% of equity of Staples unless in connection with IPO. 7

8 Amendments Assignments Required Lender Constitute Majority of Holders? All Lenders Consent to Pro Rata Sharing Amendments Affiliated Lenders/Affiliated Debt Funds Staples Affiliated Lenders/Affiliated Debt Funds Disqualified Lenders Yes No Affiliated Lenders : Any loans held by Affiliated Lenders are disregarded for voting purposes. Affiliated Debt Funds : Can vote up to 49.9% of their loans. Discounted prepayment procedures, Dutch auctions and in the open market; loans acquired are cancelled Affiliated Lenders : Affiliated Lenders may not acquire more than 25% of all term loans outstanding at time of acquisition; as discussed above, voting restrictions apply. Affiliated Debt Funds : No limit. Blacklisted entities provided to arrangers on or prior to June 28, 2017 (list cannot be updated) and a separate list of competitors of Staples (this list can be updated) and affiliates of both, other than debt fund affiliates, which are readily identifiable on the basis of their names or identified in writing. Access to Register Lenders may only view their own positions. Deemed Consent 10 business days. While amendments to the definition of Pro Rata Share requires the consent of affected lenders, amendments to the pro rata sharing provisions only require the consent of a majority of term loan lenders. Although this could provide Staples with the ability to consummate coercive exchanges, as we discuss in the main analysis, Staples ability to voluntarily prepay incremental debt ahead of the initial term loans, Staples could likely consummate coercive exchanges without needed to amend the pro rata sharing provisions. Reorg Research, Inc. makes no representation or warranty, express or implied, as to the completeness or accuracy of this information and assumes no responsibility to update this information. This information is not, and should not be construed as, an offer to sell or the solicitation of an offer to buy any securities. The information contained in this report is provided for informational purposes only and should not be construed as legal, investment, accounting or other professional services advice on any subject matter. Receipt of this report does not create an attorney-client relationship with Reorg Research. Reorg Research, Inc. does not act as a broker, dealer or investment adviser. Prior to making any investment decision, you are advised to consult with your broker, investment adviser, or other appropriate tax or financial professional to determine the suitability of any investment. Reorg Research, Inc. shall not be responsible or have any liability for investment decisions based upon, or the results obtained from, the information provided. 8