Staples 2003 Annual Report Download - page 96

APPENDIX D
EXHIBIT INDEX
EXHIBIT DESCRIPTION OF EXHIBIT
2.1 (3) — Sale and Purchase Agreement, dated as of August 21, 2002, by and between the Company and
Guilbert, SA.
3.1 — Second Restated Certificate of Incorporation of the Company
3.2 (6) — Amended and Restated By-laws of the Company
4.1 (6) — Rights Agreement, dated as of October 25, 1999, between the Company and Chase Mellon
Shareholder Services, L.L.C.
4.2 (12) — Indenture, dated as of August 12, 1997, for the $200,000,000 7.125% Senior Notes due August 15,
2007, between the Company and The Chase Manhattan Bank
4.3 (10) — First Supplemental Indenture (Senior Notes), dated as of January 15, 1998, by and among the
Company, Staples Contract & Commercial, Inc., Staples the Office Superstore, Inc., Staples the Office
Superstore East, Inc. and The Chase Manhattan Bank
4.4 (9) — Indenture, dated as of November 15, 1999, for the 150,000,000 Euro 5.875% Notes due November 15,
2004, by and among the Company, Staples the Office Superstore, Inc., Staples the Office Superstore
East, Inc., Staples Contract & Commercial, Inc. and the Chase Manhattan Bank
4.5 (2) — Indenture, dated September 30, 2002, by and among the Company, the Guarantor Subsidiaries and
HSBC Bank USA, as Trustee, relating to the 7.375% Senior Notes due 2012
4.6 (1) — Registration Rights Agreement, dated September 30, 2002, by and among the Company, the
Subsidiary Guarantors and the Initial Purchasers
10.1* — Amended and Restated 1990 Director Stock Option Plan
10.2 (5)* — Amended and Restated 1992 Equity Incentive Plan
10.3 (11)*— 1997 United Kingdom Company Share Option Scheme
10.4* — Executive Officer Incentive Plan
10.5* — 1997 UK Savings Related Share Option Scheme
10.6* — International Employee Stock Purchase Plan
10.7* — Employment Agreement, dated as of February 3, 2002, by and between the Company and Thomas G.
Stemberg
10.8* — Offer Letter, dated August 13, 2001, by and between the Company and Basil L. Anderson
10.9* — Severance Benefits Agreement, dated September 9, 1996, by and between the Company and John J.
Mahoney
10.10* — Agreement to Extend Term of Severance Benefits Agreement, dated October 14, 2000, by and
between the Company and John J. Mahoney
10.11(4) — Revolving Credit Agreement, dated as of June 21, 2002, by and among the Company, Fleet National
Bank and the banks named therein
10.12(2) — 364 Day Term Loan Agreement, dated as of October 4, 2002, by and among the Company, the
lenders named therein and Fleet National Bank, as agent
10.13(7) — Receivables Purchase Agreement, dated as of October 27, 2000, by and among Lincolnshire Funding,
LLC, the Company, Corporate Receivables Corporation and Citicorp North America, Inc.
10.14 — Amendment No. 1, dated as of October 24, 2002, to the Receivables Purchase Agreement, by and
among Lincolnshire Funding, LLC, the Company, Corporate Receivables Corporation and Citicorp
North America, Inc.
10.15(8)* — Form of Agreement Not To Compete signed by executive officers of the Company
10.16(14)*— Form of Proprietary and Confidential Information Agreement signed by executive officers of the
Company
10.17(13)*— Form of Severance Benefits Agreement signed by executive officers of the Company
21.1 — Subsidiaries of the Company
23.1 — Consent of Ernst & Young LLP, Independent Auditors
(1) Incorporated by reference from the Registration Statement on Form S-4 (File No. 333-102159).
(2) Incorporated by reference from the Form 8-K filed on October 8, 2002.
(3) Incorporated by reference from the Form 8-K filed on August 22, 2002.
D-1