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                                                                  EXHIBIT 10.7



                            AMENDMENT AGREEMENT NO. 1

                                 to that certain

                              AMENDED AND RESTATED
                    REVOLVING CREDIT AND TERM LOAN AGREEMENT

                            dated as of May 25, 1994
                and amended and restated as of February 14, 1995

      This AMENDMENT AGREEMENT NO. 1 (the "AMENDMENT"), dated as of September
__, 1995, by and among STAPLES, INC. (the "BORROWER"), THE FIRST NATIONAL BANK
OF BOSTON ("FNBB"), such other lending institutions that are or may become
parties to the Credit Agreement referred to below (collectively, the "BANKS")
and THE FIRST NATIONAL BANK OF BOSTON, as agent for the Banks (the "AGENT").

      WHEREAS, the Borrower, the Banks and the Agent are parties to that certain
Amended and Restated Revolving Credit and Term Loan Agreement, dated as of May
25, 1994 and amended and restated as of February 14, 1995 (the "Credit
Agreement"), pursuant to which the Banks, upon certain terms and conditions,
have made loans to the Borrower; and

      WHEREAS, the Borrower has requested that the Banks agree, and the Banks
have agreed, on the terms and subject to the conditions set forth herein, to
amend certain provisions of the Credit Agreement;

      NOW, THEREFORE, the parties hereto hereby agree as follows:

      [Section].1.   DEFINED TERMS.  Capitalized  terms which are used herein 
without definition and which are defined in the Credit  Agreement  shall have
the same meanings herein as in the Credit Agreement.

      [Section].2.   AMENDMENT OF CREDIT AGREEMENT.  The Credit  Agreement  is
hereby amended as follows:

            (a) Section 1.1 of the Credit Agreement is hereby amended by
      inserting the following new definition in the appropriate place in the
      alphabetical sequence:

                INDENTURE.  The  Indenture  by and between the  Borrower and
            Marine Midland Bank, as trustee,  with respect to the Subordinated
            Debentures.

            (b) Section 1.1 of the Credit Agreement is hereby amended by
      deleting the definition of "Subordinated Debentures" therein in its
      entirety and substituting therefor the following:


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                  SUBORDINATED DEBENTURES.   The 4-1/2% Convertible 
            Subordinated Debentures due October 1, 2000 issued by the 
            Borrower pursuant to the terms of the Indenture.

            (c) Section 7.1 of the Credit Agreement is hereby amended by
      deleting clause (l) thereof in its entirety, and substituting therefor the
      following:

                  (l) Indebtedness in respect of (i) intercompany loans and
            guaranties from the Borrower to any of its Subsidiaries or of any of
            its Subsidiaries' obligations or (ii) intercompany loans and
            guaranties between Subsidiaries of the Borrower or (iii)
            intercompany loans and guaranties from any Guarantor to the Borrower
            or of any of the Borrower's obligations or (iv) guaranties from any
            Subsidiary of the Borrower of any of the Borrower's obligations,
            PROVIDED in each case that (A) the aggregate amount of intercompany
            loans to and guaranties of the obligations of each such Subsidiary
            which is not a Guarantor shall at no time exceed $15,000,000 and (B)
            the aggregate amount of all such Indebtedness of the Borrower's
            Subsidiaries which are not Guarantors shall at no time exceed 25% of
            the Stockholder's Equity of the Borrower;

            (d) Section 7.3 of the Credit Agreement is hereby amended by
      deleting clause (j) thereof in its entirety, and substituting therefor the
      following:

                  (j) the Borrower's or any Subsidiary's guaranty of the
            Indebtedness of any Guarantor or the Borrower or any other
            Investments by the Borrower or any Guarantor in any Guarantor or the
            Borrower or any Investments (other than loans) by any Subsidiary of
            the Borrower in any Guarantor or the Borrower;

            (e) Section 7.8 of the Credit Agreement is hereby amended by
      deleting, in the ninth line thereof, the words "Debentures and" and
      substituting therefor the words "Debt,".

            (f) Section 7.8 of the Credit Agreement is further amended by
      deleting the final period thereof and inserting at the end of such section
      the following new subsections:

            , (c) if the Borrower determines, based on a written opinion of
            counsel that, as a result of any change in or amendment to the laws
            affecting taxation (including regulations or rulings promulgated
            thereunder) of the United States or any political subdivision or
            taxing authority thereof or therein, or any change in or amendment
            to the application or official interpretation of such laws,
            regulations or rulings, any payment made outside of the United
            States by the Borrower or its agent of the full amount of principal,
            premium, if any, or interest due with respect of any outstanding
            Subordinated Debenture in bearer form (a "Bearer Debenture") or
            coupon appertaining thereto would be subject to any certification,
            identification or other 



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         information reporting requirement of any kind, the effect of
         which is the disclosure of the nationality, residence or identity of
         the beneficial owner of such Bearer Debenture or coupon who is not a 
         U.S. person (as defined in the Indenture) to the Borrower, any      
         agent of the Borrower or any governmental authority, then the Borrower
         may give notice of redemption and redeem such Bearer Debenture at par 
         together with accrued interest, provided that (i) the aggregate 
         redemption price of all such Bearer Debentures so redeemed by the 
         Borrower does not exceed $50,000,000, and (ii) no Default or Event  of
         Default has occurred and is continuing or would result after  giving
         effect to such redemption, and (d) if the holders of the Subordinated
         Debentures shall require the Borrower to repurchase Subordinated
         Debentures from such holders upon the occurrence of a Change in
         Control (as defined in the Indenture for the purpose of this
         [section].7.8(d) only), then subject to the subordination and turnover
         provisions of the Indenture the Borrower may repurchase such
         Subordinated Debentures at par together with accrued interest.  The
         terms of this [section].7.8(d) shall not, by implication or 
         otherwise, limit, impair, alter, modify, amend, constitute a waiver 
         of or in any other way affect any of the other terms, obligations, 
         covenants, Defaults or Events of Default contained in this Credit 
         Agreement, including without limitation the Events of Default set 
         forth in [section].11.1(m) of this Credit Agreement.

            (g) Section 11.1 of the Credit Agreement is hereby amended by
      deleting clause (k) thereof in its entirety, and substituting therefor the
      following:

                  (k) the holders of all or any part of the Subordinated Debt
            shall accelerate the maturity of all or any part of the Subordinated
            Debt or the Subordinated Debt shall be prepaid, redeemed or
            repurchased in whole or in part, in each case in violation of the
            provisions of this Credit Agreement;

      [SECTION].3.  REPRESENTATIONS AND WARRANTIES.  The Borrower hereby 
represents and warrants to the Agent and the Banks as follows:

            (a) REPRESENTATIONS AND WARRANTIES IN THE CREDIT AGREEMENT. The
      representations and warranties of the Borrower contained in the Credit
      Agreement were true and correct when made and continue to be true and
      correct on the date hereof.

            (b) AUTHORITY, NO CONFLICTS, ENFORCEABILITY OF OBLIGATIONS, ETC. The
      Borrower hereby confirms that the representations and warranties of the
      Borrower contained in ss.ss.5.1.1, 5.1.2 and 5.1.3 of the Credit Agreement
      are true and correct on and as of the date hereof as if made on the date
      hereof.

      [SECTION].4.  EFFECTIVENESS.  The effectiveness of this Amendment shall be
subject to the satisfaction of the following conditions precedent:

            (a) DELIVERY OF AMENDMENT. This Amendment shall have been duly
      executed and delivered by each of the Borrower, the Majority Banks and the
      Agent, shall be in full force and effect and shall be in form and
      substance satisfactory



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      to each of the Banks. The Agent shall have received a fully executed copy 
      of this Amendment.

            (b) PROCEEDINGS AND DOCUMENTS. All proceedings in connection with
      the transactions contemplated by this Amendment and all documents incident
      thereto shall be reasonably satisfactory in substance and form to the
      Agent, and the Agent shall have received all information and such
      counterpart originals or certified or other copies of such documents as
      the Agent may reasonably request.

      [SECTION].5. MISCELLANEOUS PROVISIONS. (a) Except as otherwise expressly
provided by this Amendment, all of the terms, conditions and provisions of the
Credit Agreement shall remain the same. It is declared and agreed by each of the
parties hereto that this Amendment shall be a Loan Document under and as defined
in the Credit Agreement, that the Credit Agreement, as amended hereby, shall
continue in full force and effect, and that this Amendment and the Credit
Agreement shall be read and construed as one instrument.

      (b)   THIS AMENDMENT IS INTENDED TO TAKE EFFECT AS AN AGREEMENT UNDER
SEAL AND SHALL BE CONSTRUED ACCORDING TO AND GOVERNED BY THE LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS.

      (c) This Amendment may be executed in any number of counterparts, but all
such counterparts shall together constitute but one instrument. In making proof
of this Amendment it shall not be necessary to produce or account for more than
one counterpart signed by each party hereto by and against which enforcement
hereof is sought.

      (d) The Borrower hereby agrees to pay to the Banks and the Agent, on
demand by the Banks and the Agent, all reasonable out-of-pocket costs and
expenses incurred or sustained by such Persons in connection with the
preparation of this Amendment (including reasonable legal fees).



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      IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first written above.

                                    STAPLES, INC.


                                    By:-----------------------------
                                       Title:


                                    THE FIRST NATIONAL BANK
                                      OF BOSTON, individually and
                                      as Agent


                                    By:-----------------------------
                                        Title:


                                    CORESTATES BANK, N.A.


                                    By:-----------------------------
                                        Title:


                                    THE BANK OF NOVA SCOTIA


                                    By:-----------------------------
                                        Title:


                                    BANK  OF   AMERICA   NATIONAL   TRUST  AND
                                    SAVINGS ASSOCIATION



                                    By:-----------------------------
                                        Title:


                                    SHAWMUT BANK, N.A.


                                    By:-----------------------------
                                        Title:



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                                    MARINE MIDLAND BANK


                                    By:-----------------------------
                                        Title:


                                    THE CHASE MANHATTAN BANK, N.A.


                                    By:-----------------------------
                                        Title:

                                    THE FIRST NATIONAL BANK OF CHICAGO, N.A.


                                    By:-----------------------------
                                        Title:


                                    SWISS BANK CORPORATION


                                    By:-----------------------------
                                        Title:


                                    FIRST FIDELITY BANK, N.A.


                                    By:-----------------------------
                                        Title:


                                    FLEET BANK OF MASSACHUSETTS, N.A.


                                    By:-----------------------------
                                        Title:




