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                                                                     EXHIBIT 4.3


                               OFFICE DEPOT, INC.

                          6.250% SENIOR NOTES DUE 2013



                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT


                                                                 August 11, 2003

Citigroup Global Markets Inc.
Goldman, Sachs & Co.,
  As representatives of the Initial Purchasers
  named in Schedule I hereto,
  c/o    Citigroup Global Markets Inc.
         388 Greenwich Street
         New York, New York  10013

Ladies and Gentlemen:

         Office Depot, Inc., a Delaware corporation (the "Company"), proposes to
issue and sell to the Initial Purchasers (as defined herein) upon the terms set
forth in the Purchase Agreement (as defined herein) its 6.250% Senior Notes due
2013. As an inducement to the Initial Purchasers to enter into the Purchase
Agreement and in satisfaction of a condition to the obligations of the Initial
Purchasers thereunder, the Company agrees with the Initial Purchasers for the
benefit of holders (as defined herein) from time to time of the Registrable
Securities (as defined herein) as follows:

         1. Certain Definitions. For purposes of this Exchange and Registration
Rights Agreement, the following terms shall have the following respective
meanings:

                  "Additional Interest" shall have the meaning assigned thereto
         in Section 2(c) hereof.

                  "Affiliate" shall have the meaning specified in Rule 405 under
         the Securities Act and the terms "controlling" and "controlled" shall
         have meanings correlative thereto.

                  "Base Interest" shall mean the interest that would otherwise
         accrue on the Securities under the terms thereof and the Indenture,
         without giving effect to the provisions of this Agreement.

                  The term "broker-dealer" shall mean any broker or dealer
         registered with the Commission under the Exchange Act.

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                  "Business Day" shall mean any day other than a Saturday, a
         Sunday or a legal holiday or a day on which banking institutions or
         trust companies are authorized or obligated by law to close in New York
         City.

                  "Closing Date" shall mean the date on which the Securities are
         initially issued.

                  "Commission" shall mean the U.S. Securities and Exchange
         Commission, or any other federal agency at the time administering the
         Exchange Act or the Securities Act, whichever is the relevant statute
         for the particular purpose.

                  "Effective Time," in the case of (i) an Exchange Registration,
         shall mean the time and date as of which the Commission declares the
         Exchange Registration Statement effective or as of which the Exchange
         Registration Statement otherwise becomes effective and (ii) a Shelf
         Registration, shall mean the time and date as of which the Commission
         declares the Shelf Registration Statement effective or as of which the
         Shelf Registration Statement otherwise becomes effective.

                  "Electing Holder" shall mean any holder of Registrable
         Securities that has returned a completed and signed Notice and
         Questionnaire to the Company in accordance with Section 3(d)(ii) or
         3(d)(iii) hereof.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
         or any successor thereto, as the same shall be amended from time to
         time.

                  "Exchange Offer" shall have the meaning assigned thereto in
         Section 2(a) hereof.

                  "Exchange Registration" shall have the meaning assigned
         thereto in Section 3(c) hereof.

                  "Exchange Registration Statement" shall have the meaning
         assigned thereto in Section 2(a) hereof.

                  "Exchange Securities" shall have the meaning assigned thereto
         in Section 2(a) hereof.

                  The term "holder" shall mean each of the Initial Purchasers
         and other persons who acquire Registrable Securities from time to time
         (including any successors or assigns), in each case for so long as such
         person owns any Registrable Securities.

                  "Indenture" shall mean the Indenture, dated as of August 11,
         2003, between the Company and SunTrust Bank, as Trustee, as the same
         shall be amended from time to time.

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                  "Losses" shall mean loses, claims, damages and liabilities
         (including legal or other expenses reasonably incurred in connection
         with investigating or defending any loss, claim, liability, damage or
         action).

                  "New Securities" shall mean debt securities of the Company
         identical in all material respects to the Securities (except that the
         transfer restrictions shall be modified or eliminated, as appropriate).

                  "Notice and Questionnaire" means a Notice of Registration
         Statement and Selling Securityholder Questionnaire substantially in the
         form of Exhibit A hereto.

                  The term "person" shall mean a corporation, association,
         partnership, organization, business, individual, government or
         political subdivision thereof or governmental agency.

                  "Purchase Agreement" shall mean the Purchase Agreement, dated
         as of August 6, 2003, between the Initial Purchasers and the Company
         relating to the Securities.

                  "Initial Purchasers" shall mean the Initial Purchasers named
         in Schedule I to the Purchase Agreement.

                  "Registrable Securities" shall mean the Securities; provided,
         however, that a Security shall cease to be a Registrable Security when
         (i) in the circumstances contemplated by Section 2(a) hereof, the
         Security has been exchanged for an Exchange Security in an Exchange
         Offer as contemplated in Section 2(a) hereof (provided that any
         Exchange Security that, pursuant to the last two sentences of Section
         2(a), is included in a prospectus for use in connection with resales by
         broker-dealers shall be deemed to be a Registrable Security with
         respect to Sections 5, 6 and 9 until resale of such Registrable
         Security has been effected within the 120-day period referred to in
         Section 2(a)); (ii) in the circumstances contemplated by Section 2(b)
         hereof, a Shelf Registration Statement registering such Security under
         the Securities Act has been declared or becomes effective and such
         Security has been sold or otherwise transferred by the holder thereof
         pursuant to and in a manner contemplated by such effective Shelf
         Registration Statement; (iii) such Security is sold pursuant to Rule
         144 under circumstances in which any legend borne by such Security
         relating to restrictions on transferability thereof, under the
         Securities Act or otherwise, is removed by the Company or pursuant to
         the Indenture; (iv) such Security is eligible to be sold pursuant to
         paragraph (k) of Rule 144; or (v) such Security shall cease to be
         outstanding.

                  "Registration Default" shall have the meaning assigned thereto
         in Section 2(c) hereof.

                  "Registration Expenses" shall have the meaning assigned
         thereto in Section 4 hereof.

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                  "Resale Period" shall have the meaning assigned thereto in
         Section 2(a) hereof.

                  "Restricted Holder" shall mean (i) a holder that is an
         affiliate of the Company within the meaning of Rule 405, (ii) a holder
         who acquires Exchange Securities outside the ordinary course of such
         holder's business, (iii) a holder who has arrangements or
         understandings with any person to participate in the Exchange Offer for
         the purpose of distributing Exchange Securities and (iv) a holder that
         is a broker-dealer, but only with respect to Exchange Securities
         received by such broker-dealer pursuant to an Exchange Offer in
         exchange for Registrable Securities acquired by the broker-dealer
         directly from the Company.

                  "Rule 144," "Rule 405" and "Rule 415" shall mean, in each
         case, such rule promulgated under the Securities Act (or any successor
         provision), as the same may be amended from time to time.

                  "Securities" shall mean, collectively, the 6.250% Senior Notes
         due 2013 of the Company to be issued and sold to the Initial
         Purchasers, and securities issued in exchange therefor or in lieu
         thereof pursuant to the Indenture.

                  "Securities Act" shall mean the Securities Act of 1933, as
         amended, or any successor thereto, as the same may be amended from time
         to time.

                  "Shelf Registration" shall have the meaning assigned thereto
         in Section 2(b) hereof.

                  "Shelf Registration Statement" shall have the meaning assigned
         thereto in Section 2(b) hereof.

                  "Trust Indenture Act" shall mean the Trust Indenture Act of
         1939, or any successor thereto, and the rules, regulations and forms
         promulgated thereunder, all as the same may be amended from time to
         time.

                  Unless the context otherwise requires, any reference herein to
a "Section" or "clause" refers to a Section or clause, as the case may be, of
this Exchange and Registration Rights Agreement, and the words "herein,"
"hereof" and "hereunder" and other words of similar import refer to this
Exchange and Registration Rights Agreement as a whole and not to any particular
Section or other subdivision.

                  2. Registration Under the Securities Act.

                  (a) Except as set forth in Section 2(b) below, the Company
         agrees to file under the Securities Act, as soon as practicable, but no
         later than 90 days after the Closing Date, a registration statement
         relating to an offer to exchange (such registration statement, the
         "Exchange Registration Statement", and such offer, the "Exchange
         Offer") any and all of the Securities for a like aggregate principal
         amount of debt securities issued by the Company, which debt securities
         are substantially identical to the Securities (and are entitled to the
         benefits of a trust indenture which is substantially identical to the
         Indenture or is the Indenture and which has been qualified under the
         Trust Indenture Act), except that they have been registered pursuant to
         an effective registration statement under the Securities Act and do not
         contain provisions for the Additional Interest contemplated in Section


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         2(c) below (such new debt securities hereinafter called "Exchange
         Securities"). The Company agrees to use its reasonable best efforts to
         cause the Exchange Registration Statement to become effective under the
         Securities Act as soon as practicable, but no later than 180 days after
         the Closing Date. The Exchange Offer will be registered under the
         Securities Act on the appropriate form and will comply with all
         applicable tender offer rules and regulations under the Exchange Act.
         The Company further agrees to use its reasonable best efforts to
         commence and complete the Exchange Offer promptly, but no later than
         210 days after the Closing Date, hold the Exchange Offer open for not
         less than 20 Business Days and not more than 30 Business Days and
         exchange Exchange Securities for all Registrable Securities that have
         been properly tendered and not withdrawn on or prior to the expiration
         of the Exchange Offer.

                  The Exchange Offer will be deemed to have been "completed"
         only if the debt securities received by holders other than Restricted
         Holders in the Exchange Offer for Registrable Securities are, upon
         receipt, transferable by each such holder without restriction under the
         Securities Act and the Exchange Act and without material restrictions
         under the blue sky or securities laws of a substantial majority of the
         States of the United States of America. The Exchange Offer shall be
         deemed to have been completed upon the earlier to occur of (i) the
         Company having exchanged the Exchange Securities for all outstanding
         Registrable Securities pursuant to the Exchange Offer and (ii) the
         Company having exchanged, pursuant to the Exchange Offer, Exchange
         Securities for all Registrable Securities that have been properly
         tendered and not withdrawn before the expiration of the Exchange Offer,
         which shall be on a date that is not less than 20 Business Days and not
         more than 30 Business Days following the commencement of the Exchange
         Offer.

                  The Company agrees (x) to include in the Exchange Registration
         Statement a prospectus for use in any resales by any holder of Exchange
         Securities that is a broker-dealer and (y) to keep such Exchange
         Registration Statement effective for a period (the "Resale Period")
         beginning when Exchange Securities are first issued in the Exchange
         Offer and ending upon the earlier of the expiration of the 180th day
         after the Exchange Offer has been completed or such time as such
         broker-dealers no longer own any Registrable Securities. With respect
         to such Exchange Registration Statement, such holders shall have the
         benefit of the rights of indemnification and contribution set forth in
         Sections 6(a), (c), (d) and (e) hereof.

                  The Company agrees that, prior to effectiveness of the
         Exchange Offer Registration Statement, it will provide a supplemental
         letter to the Commission (A) stating that the Company is conducting the
         Registered Exchange Offer in reliance on the position of the Commission
         in EXXON CAPITAL HOLDINGS CORPORATION (pub. avail. May 13, 1988),


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         MORGAN STANLEY AND CO., INC. (pub. avail. June 5, 1991); and (B)
         including a representation that the Company has not entered into any
         arrangement or understanding with any person to distribute the New
         Securities to be received in the Registered Exchange Offer and that, to
         the Company's knowledge, each holder participating in the Registered
         Exchange Offer is acquiring the New Securities in the ordinary course
         of business and has no arrangement or understanding with any person to
         participate in the distribution of the New Securities.

                  (b) If (i) on or prior to the time the Exchange Offer is
         completed existing Commission interpretations are changed such that the
         debt securities received by holders other than Restricted Holders in
         the Exchange Offer for Registrable Securities are not or would not be,
         upon receipt, transferable by each such holder without restriction
         under the Securities Act, (ii) the Exchange Offer has not been
         completed within 225 days following the Closing Date or (iii) the
         Exchange Offer is not available to any holder of the Securities, the
         Company shall, in lieu of (or, in the case of clause (iii), in addition
         to) conducting the Exchange Offer contemplated by Section 2(a), file
         under the Securities Act as soon as practicable, but no later than the
         later of 30 days after the time such obligation to file arises, a
         "shelf" registration statement providing for the registration of, and
         the sale on a continuous or delayed basis by the holders of, all of the
         Registrable Securities, pursuant to Rule 415 or any similar rule that
         may be adopted by the Commission (such filing, the "Shelf Registration"
         and such registration statement, the "Shelf Registration Statement").

                  The Company agrees to use its reasonable best efforts (x) to
         cause the Shelf Registration Statement to become or be declared
         effective no later than 210 days after the Closing Date and to keep
         such Shelf Registration Statement continuously effective for a period
         ending on the earlier of the second anniversary of the Effective Time
         or such time as there are no longer any Registrable Securities
         outstanding, provided, however, that no holder shall be entitled to be
         named as a selling securityholder in the Shelf Registration Statement
         or to use the prospectus forming a part thereof for resales of
         Registrable Securities unless such holder is an Electing Holder, and
         (y) after the Effective Time of the Shelf Registration Statement,
         promptly upon the request of any holder of Registrable Securities that
         is not then an Electing Holder, to take any action reasonably necessary
         to enable such holder to use the prospectus forming a part thereof for
         resales of Registrable Securities, including, without limitation, any
         action necessary to identify such holder as a selling securityholder in
         the Shelf Registration Statement, provided, however, that nothing in
         this Clause (y) shall relieve any such holder of the obligation to
         return a completed and signed Notice and Questionnaire to the Company
         in accordance with Section 3(d)(iii) hereof. The Company further agrees
         to supplement or make amendments to the Shelf Registration Statement,
         as and when required by the rules, regulations or instructions
         applicable to the registration form used by the Company for such Shelf
         Registration Statement or by the Securities Act or rules and


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         regulations thereunder for shelf registration, and the Company agrees
         to furnish to each Electing Holder copies of any such supplement or
         amendment prior to its being used or promptly following its filing with
         the Commission if such amendment or supplement is not made available on
         the Commission's EDGAR System.

                  (c) In the event that (i) the Company has not filed the
         Exchange Registration Statement or Shelf Registration Statement on or
         before the date on which such registration statement is required to be
         filed pursuant to Section 2(a) or 2(b), respectively, or (ii) such
         Exchange Registration Statement or Shelf Registration Statement has not
         become effective or been declared effective by the Commission on or
         before the date on which such registration statement is required to
         become or be declared effective pursuant to Section 2(a) or 2(b),
         respectively, or (iii) the Exchange Offer has not been completed within
         45 Business Days after the initial effective date of the Exchange
         Registration Statement relating to the Exchange Offer (if the Exchange
         Offer is then required to be made) or (iv) any Exchange Registration
         Statement or Shelf Registration Statement required by Section 2(a) or
         2(b) hereof is filed and declared effective but shall thereafter either
         be withdrawn by the Company or shall become subject to an effective
         stop order issued pursuant to Section 8(d) of the Securities Act
         suspending the effectiveness of such registration statement (except as
         specifically permitted herein) without being succeeded immediately by
         an additional registration statement filed and declared effective (each
         such event referred to in clauses (i) through (iv), a "Registration
         Default" and each period during which a Registration Default has
         occurred and is continuing, a "Registration Default Period"), then, as
         liquidated damages for such Registration Default, subject to the
         provisions of Section 9(b), Additional Interest ("Additional
         Interest"), in addition to the Base Interest, shall accrue at a per
         annum rate of 0.25% until all Registration Defaults have been cured.

                  (d) The Company shall take all reasonable actions necessary or
         advisable to be taken by it to ensure that the transactions
         contemplated herein are effected as so contemplated.

                  (e) Any reference herein to a registration statement as of any
         time shall be deemed to include any document incorporated, or deemed to
         be incorporated, therein by reference as of such time and any reference
         herein to any post-effective amendment to a registration statement as
         of any time shall be deemed to include any document incorporated, or
         deemed to be incorporated, therein by reference as of such time.

                  (f) During any 365-day period, the Company may suspend the use
         of the Prospectus for up to four periods not to exceed 45 consecutive
         days (other than the consecutive 45-day period immediately prior to the
         maturity of the Securities) or an aggregate of 90 days in any 12-month
         period if the Board of Directors of the Company shall have determined
         in good faith that because of valid business reasons (not including
         avoidance of the Company's obligations hereunder), including the
         acquisition or divestiture of assets, pending corporate developments
         and similar events, it is in the best interests of the Company to


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         suspend such use, and prior to suspending such use the Company provides
         the holders with written notice of such suspension, which notice need
         not specify the nature of the event giving rise to such suspension.

                  3. Registration Procedures.

                  If the Company files a registration statement pursuant to
Section 2(a) or Section 2(b), the following provisions shall apply:

                  (a) At or before the Effective Time of the Exchange Offer or
         the Shelf Registration, as the case may be, the Company shall qualify
         the Indenture under the Trust Indenture Act of 1939.

                  (b) In the event that such qualification would require the
         appointment of a new trustee under the Indenture, the Company shall
         appoint a new trustee thereunder pursuant to the applicable provisions
         of the Indenture.

                  (c) In connection with the Company's obligations with respect
         to the registration of Exchange Securities as contemplated by Section
         2(a) (the "Exchange Registration"), if applicable, the Company shall,
         as soon as practicable (or as otherwise specified):

                           (i) prepare and file with the Commission, as soon as
                  practicable but no later than 90 days after the Closing Date,
                  an Exchange Registration Statement on any form which may be
                  utilized by the Company and which shall permit the Exchange
                  Offer and resales of Exchange Securities by broker-dealers
                  during the Resale Period to be effected as contemplated by
                  Section 2(a), and use its reasonable best efforts to cause
                  such Exchange Registration Statement to become effective as
                  soon as practicable thereafter, but no later than 180 days
                  after the Closing Date;

                           (ii) as soon as practicable prepare and file with the
                  Commission such amendments and supplements to such Exchange
                  Registration Statement and the prospectus included therein as
                  may be necessary to effect and maintain the effectiveness of
                  such Exchange Registration Statement for the periods and
                  purposes contemplated in Section 2(a) hereof and as may be
                  required by the applicable rules and regulations of the
                  Commission and the instructions applicable to the form of such
                  Exchange Registration Statement, and promptly provide each
                  broker-dealer holding Exchange Securities with such number of
                  copies of the prospectus included therein (as then amended or
                  supplemented), in conformity in all material respects with the
                  requirements of the Securities Act and the Trust Indenture Act
                  and the rules and regulations of the Commission thereunder, as
                  such broker-dealer reasonably may request prior to the
                  expiration of the Resale Period, for use in connection with
                  resales of Exchange Securities;

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                           (iii) promptly give written notice to each
                  broker-dealer that has requested or received copies of the
                  prospectus included in such registration statement, and
                  confirm such advice in writing, (A) when such Exchange
                  Registration Statement or the prospectus included therein or
                  any prospectus amendment or supplement or post-effective
                  amendment has been filed, and, with respect to such Exchange
                  Registration Statement or any post-effective amendment, when
                  the same has become effective, (B) of any comments by the
                  Commission and by the blue sky or securities commissioner or
                  regulator of any state with respect thereto or any request by
                  the Commission for amendments or supplements to such Exchange
                  Registration Statement or prospectus or for additional
                  information, (C) of the issuance by the Commission of any stop
                  order suspending the effectiveness of such Exchange
                  Registration Statement or the initiation or threatening of any
                  proceedings for that purpose, (D) if at any time the
                  representations and warranties of the Company contemplated by
                  Section 5 cease to be true and correct in all material
                  respects, (E) of the receipt by the Company of any
                  notification with respect to the suspension of the
                  qualification of the Exchange Securities for sale in any
                  jurisdiction or the initiation or threatening of any
                  proceeding for such purpose, or (F) at any time during the
                  Resale Period when a prospectus is required to be delivered
                  under the Securities Act, that such Exchange Registration
                  Statement, prospectus, prospectus amendment or supplement or
                  post-effective amendment to the Company's knowledge does not
                  conform in all material respects to the applicable
                  requirements of the Securities Act and the Trust Indenture Act
                  and the rules and regulations of the Commission thereunder or
                  contains an untrue statement of a material fact or omits to
                  state any material fact required to be stated therein or
                  necessary to make the statements therein, in light of the
                  circumstances in which they were made, not misleading;

                           (iv) in the event that the Company would be required,
                  pursuant to Section 3(e)(iii)(F) above, to notify any
                  broker-dealers holding Exchange Securities, as soon as
                  practicable prepare and furnish to each such holder a
                  reasonable number of copies of a prospectus supplemented or
                  amended so that, as thereafter delivered to purchasers of such
                  Exchange Securities during the Resale Period, such prospectus
                  shall conform in all material respects to the applicable
                  requirements of the Securities Act and the Trust Indenture Act
                  and the rules and regulations of the Commission thereunder and
                  shall not contain an untrue statement of a material fact or
                  omit to state a material fact required to be stated therein or
                  necessary to make the statements therein, in light of the
                  circumstances in which they were made, not misleading;

                           (v) use its reasonable best efforts to obtain the
                  withdrawal of any order suspending the effectiveness of such
                  Exchange Registration Statement or any post-effective
                  amendment thereto at the earliest practicable date;


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                           (vi) use its reasonable best efforts to (A) register
                  or qualify the Exchange Securities under the securities laws
                  or blue sky laws of such jurisdictions as are contemplated by
                  Section 2(a) no later than the commencement of the Exchange
                  Offer, (B) keep such registrations or qualifications in effect
                  and comply with such laws so as to permit the continuance of
                  offers, sales and dealings therein in such jurisdictions until
                  the expiration of the Resale Period and (C) cooperate with the
                  Initial Purchasers in endeavoring to qualify the Securities
                  for sale under the securities laws of such jurisdictions as
                  the Initial Purchasers may reasonably have designated in
                  writing and will make such applications, file such documents
                  and furnish such information as may be reasonably required for
                  that purpose; provided, however, that the Company shall not be
                  required for any such purpose to (1) qualify as a foreign
                  corporation in any jurisdiction wherein it would not otherwise
                  be required to qualify but for the requirements of this
                  Section 3(c)(vi), (2) consent to general service of process in
                  any such jurisdiction or (3) make any changes to its
                  certificate of incorporation or by-laws or any agreement
                  between it and its stockholders;

                           (vii) use its reasonable best efforts to obtain the
                  consent or approval of each governmental agency or authority,
                  whether federal, state or local, which may be required to
                  effect the Exchange Registration, the Exchange Offer and the
                  offering and sale of Exchange Securities by broker-dealers
                  during the Resale Period;

                           (viii) provide a CUSIP number for all Exchange
                  Securities, not later than the applicable Effective Time; and

                           (ix) comply with all applicable rules and regulations
                  of the Commission, and make generally available to its
                  securityholders as soon as practicable but no later than
                  eighteen months after the Effective Time of such Exchange
                  Registration Statement, an earning statement of the Company
                  and its subsidiaries complying with Section 11(a) of the
                  Securities Act (including, at the option of the Company, Rule
                  158 thereunder).

                  (d) In connection with the Company's obligations with respect
         to the Shelf Registration, if applicable, the Company shall, as soon as
         practicable (or as otherwise specified):

                           (i) prepare and file with the Commission, as soon as
                  practicable but in any case within the time periods specified
                  in Section 2(b), a Shelf Registration Statement on any form
                  which may be utilized by the Company and which shall register
                  all of the Registrable Securities for resale by the holders
                  thereof in accordance with such method or methods of
                  disposition as may be specified by such of the holders as,


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                  from time to time, may be Electing Holders and use its
                  reasonable best efforts to cause such Shelf Registration
                  Statement to become effective as soon as practicable but in
                  any case within the time periods specified in Section 2(b);

                           (ii) not less than 30 calendar days prior to the
                  Effective Time of the Shelf Registration Statement, mail the
                  Notice and Questionnaire to the holders of Registrable
                  Securities; no holder shall be entitled to be named as a
                  selling securityholder in the Shelf Registration Statement as
                  of the Effective Time, and no holder shall be entitled to use
                  the prospectus forming a part thereof for resales of
                  Registrable Securities at any time, unless such holder has
                  returned a completed and signed Notice and Questionnaire to
                  the Company by the deadline for response set forth therein;
                  provided, however, holders of Registrable Securities shall
                  have at least 28 calendar days from the date on which the
                  Notice and Questionnaire is first mailed to such holders to
                  return a completed and signed Notice and Questionnaire to the
                  Company;

                           (iii) after the Effective Time of the Shelf
                  Registration Statement, upon the request of any holder of
                  Registrable Securities that is not then an Electing Holder,
                  promptly send a Notice and Questionnaire to such holder;
                  provided that the Company shall not be required to take any
                  action to name such holder as a selling securityholder in the
                  Shelf Registration Statement or to enable such holder to use
                  the prospectus forming a part thereof for resales of
                  Registrable Securities until such holder has returned a
                  completed and signed Notice and Questionnaire to the Company;

                           (iv) as soon as practicable prepare and file with the
                  Commission such amendments and supplements to such Shelf
                  Registration Statement and the prospectus included therein as
                  may be necessary to effect and maintain the effectiveness of
                  such Shelf Registration Statement for the period specified in
                  Section 2(b) hereof and as may be required by the applicable
                  rules and regulations of the Commission and the instructions
                  applicable to the form of such Shelf Registration Statement,
                  and furnish to the Electing Holders copies of any such
                  supplement or amendment simultaneously with or prior to its
                  being used or filed with the Commission;

                           (v) comply with the provisions of the Securities Act
                  with respect to the disposition of all of the Registrable
                  Securities covered by such Shelf Registration Statement in
                  accordance with the intended methods of disposition by the
                  Electing Holders provided for in such Shelf Registration
                  Statement;

                           (vi) provide (A) the Electing Holders, (B) the
                  underwriters (which term, for purposes of this Exchange and
                  Registration Rights Agreement, shall include a person deemed
                  to be an underwriter within the meaning of Section 2(a)(11) of


                                       11
<PAGE>

                  the Securities Act), if any, thereof, (C) any sales or
                  placement agent therefor, (D) counsel for any such underwriter
                  or agent and (E) not more than one counsel for all the
                  Electing Holders the opportunity to participate in the
                  preparation of such Shelf Registration Statement, each
                  prospectus included therein or filed with the Commission and
                  each amendment or supplement thereto;

                           (vii) for a reasonable period prior to the filing of
                  such Shelf Registration Statement, and throughout the period
                  specified in Section 2(b), make available at reasonable times
                  at the Company's principal place of business or such other
                  reasonable place for inspection by the persons referred to in
                  Section 3(d)(vi) who shall certify to the Company that they
                  have a current intention to sell the Registrable Securities
                  pursuant to the Shelf Registration such financial and other
                  information and books and records of the Company, and cause
                  the officers, employees, counsel and independent certified
                  public accountants of the Company to respond to such
                  inquiries, as shall be reasonably necessary, in the judgment
                  of the respective counsel referred to in such Section, to
                  conduct a reasonable investigation within the meaning of
                  Section 11 of the Securities Act; provided, however, that each
                  such party shall be required to maintain in confidence and not
                  to disclose to any other person any information or records
                  reasonably designated by the Company as being confidential,
                  until such time as (A) such information becomes a matter of
                  public record (whether by virtue of its inclusion in such
                  registration statement or otherwise), or (B) such person shall
                  be required so to disclose such information pursuant to a
                  subpoena or order of any court or other governmental agency or
                  body having jurisdiction over the matter (subject to the
                  requirements of such order, and only after such person shall
                  have given the Company prompt prior written notice of such
                  requirement), or (C) such information is required to be set
                  forth in such Shelf Registration Statement or the prospectus
                  included therein or in an amendment to such Shelf Registration
                  Statement or an amendment or supplement to such prospectus in
                  order that such Shelf Registration Statement, prospectus,
                  amendment or supplement, as the case may be, complies with
                  applicable requirements of the federal securities laws and the
                  rules and regulations of the Commission and does not contain
                  an untrue statement of a material fact or omit to state
                  therein a material fact required to be stated therein or
                  necessary to make the statements therein, in light of the
                  circumstances in which they were made, not misleading;

                           (viii) promptly notify each of the Electing Holders,
                  any sales or placement agent therefor and any underwriter
                  thereof (which notification may be made through any managing
                  underwriter that is a representative of such underwriter for
                  such purpose) and confirm such advice in writing, (A) when
                  such Shelf Registration Statement or the prospectus included


                                       12
<PAGE>

                  therein or any prospectus amendment or supplement or
                  post-effective amendment has been filed, and, with respect to
                  such Shelf Registration Statement or any post-effective
                  amendment, when the same has become effective, (B) of any
                  comments by the Commission and by the blue sky or securities
                  commissioner or regulator of any state with respect thereto or
                  any request by the Commission for amendments or supplements to
                  such Shelf Registration Statement or prospectus or for
                  additional information, (C) of the issuance by the Commission
                  of any stop order suspending the effectiveness of such Shelf
                  Registration Statement or the initiation or threatening of any
                  proceedings for that purpose, (D) if at any time the
                  representations and warranties of the Company contemplated by
                  Section 3(d)(xvii) or Section 5 cease to be true and correct
                  in all material respects, (E) of the receipt by the Company of
                  any notification with respect to the suspension of the
                  qualification of the Registrable Securities for sale in any
                  jurisdiction or the initiation or threatening of any
                  proceeding for such purpose, or (F) if at any time when a
                  prospectus is required to be delivered under the Securities
                  Act, that such Shelf Registration Statement, prospectus,
                  prospectus amendment or supplement or post-effective amendment
                  does not conform in all material respects to the applicable
                  requirements of the Securities Act and the Trust Indenture Act
                  and the rules and regulations of the Commission thereunder or
                  contains an untrue statement of a material fact or omits to
                  state any material fact required to be stated therein or
                  necessary to make the statements therein, in light of the
                  circumstances in which they were made, not misleading;

                           (ix) use its reasonable best efforts to obtain the
                  withdrawal of any order suspending the effectiveness of such
                  registration statement or any post-effective amendment thereto
                  at the earliest practicable date;

                           (x) if requested by any managing underwriter or
                  underwriters, any placement or sales agent or any Electing
                  Holder, promptly incorporate in a prospectus supplement or
                  post-effective amendment such information as is required by
                  the applicable rules and regulations of the Commission and as
                  such managing underwriter or underwriters, such agent or such
                  Electing Holder specifies should be included therein relating
                  to the terms of the sale of such Registrable Securities,
                  including information with respect to the principal amount of
                  Registrable Securities being sold by such Electing Holder or
                  agent or to any underwriters, the name and description of such
                  Electing Holder, agent or underwriter, the offering price of
                  such Registrable Securities and any discount, commission or
                  other compensation payable in respect thereof, the purchase
                  price being paid therefor by such underwriters and with
                  respect to any other terms of the offering of the Registrable
                  Securities to be sold by such Electing Holder or agent or to
                  such underwriters; and make all required filings of such
                  prospectus supplement or post-effective amendment promptly
                  after notification of the matters to be incorporated in such
                  prospectus supplement or post-effective amendment;

                                       13
<PAGE>

                           (xi) furnish to each Electing Holder, each placement
                  or sales agent, if any, therefor, each underwriter, if any,
                  thereof and the respective counsel referred to in Section
                  3(d)(vi) an executed copy (or, in the case of an Electing
                  Holder, a conformed copy) of such Shelf Registration
                  Statement, each such amendment and supplement thereto (in each
                  case including all exhibits thereto (in the case of an
                  Electing Holder of Registrable Securities, upon request) and
                  documents incorporated by reference therein) and such number
                  of copies of such Shelf Registration Statement (excluding
                  exhibits thereto and documents incorporated by reference
                  therein unless specifically so requested by such Electing
                  Holder, agent or underwriter, as the case may be) and of the
                  prospectus included in such Shelf Registration Statement
                  (including each preliminary prospectus and any summary
                  prospectus), in conformity in all material respects with the
                  applicable requirements of the Securities Act and the Trust
                  Indenture Act and the rules and regulations of the Commission
                  thereunder, and such other documents, as such Electing Holder,
                  agent, if any, and underwriter, if any, may reasonably request
                  in order to facilitate the offering and disposition of the
                  Registrable Securities owned by such Electing Holder, offered
                  or sold by such agent or underwritten by such underwriter and
                  to permit such Electing Holder, agent and underwriter to
                  satisfy the prospectus delivery requirements of the Securities
                  Act; and the Company hereby consents to the use of such
                  prospectus (including such preliminary and summary prospectus)
                  and any amendment or supplement thereto by each such Electing
                  Holder and by any such agent and underwriter, in each case in
                  the form most recently provided to such person by the Company,
                  in connection with the offering and sale of the Registrable
                  Securities covered by the prospectus (including such
                  preliminary and summary prospectus) or any supplement or
                  amendment thereto;

                           (xii) use reasonable best efforts to (A) register or
                  qualify the Registrable Securities to be included in such
                  Shelf Registration Statement under such securities laws or
                  blue sky laws of such jurisdictions as any Electing Holder and
                  each placement or sales agent, if any, therefor and
                  underwriter, if any, thereof shall reasonably request, (B)
                  keep such registrations or qualifications in effect and comply
                  with such laws so as to permit the continuance of offers,
                  sales and dealings therein in such jurisdictions during the
                  period the Shelf Registration is required to remain effective
                  under Section 2(b) above and for so long as may be necessary
                  to enable any such Electing Holder, agent or underwriter to
                  complete its distribution of Securities pursuant to such Shelf
                  Registration Statement and (C) take such reasonable actions as
                  may be reasonably necessary or advisable to enable each such
                  Electing Holder, agent, if any, and underwriter, if any, to
                  consummate the disposition in such jurisdictions of such
                  Registrable Securities; provided, however, that the Company
                  shall not be required for any such purpose to (1) qualify as a
                  foreign corporation in any jurisdiction wherein it would not
                  otherwise be required to qualify but for the requirements of


                                       14
<PAGE>

                  this Section 3(d)(xii), (2) consent to general service of
                  process in any such jurisdiction or (3) make any changes to
                  its certificate of incorporation or by-laws or any agreement
                  between it and its stockholders;

                           (xiii) use its reasonable best efforts to obtain the
                  consent or approval of each governmental agency or authority,
                  whether federal, state or local, which may be required to
                  effect the Shelf Registration or the offering or sale in
                  connection therewith or to enable the selling holder or
                  holders to offer, or to consummate the disposition of, their
                  Registrable Securities;

                           (xiv) unless any Registrable Securities shall be in
                  book-entry only form, cooperate with the Electing Holders and
                  the managing underwriters, if any, to facilitate the timely
                  preparation and delivery of certificates representing
                  Registrable Securities to be sold, which certificates, if so
                  required by any securities exchange upon which any Registrable
                  Securities are listed, shall be penned, lithographed or
                  engraved, or produced by any combination of such methods, on
                  steel engraved borders, and which certificates shall not bear
                  any restrictive legends; and, in the case of an underwritten
                  offering, enable such Registrable Securities to be in such
                  denominations and registered in such names as the managing
                  underwriters may request at least two business days prior to
                  any sale of the Registrable Securities;

                           (xv) provide a CUSIP number for all Registrable
                  Securities, not later than the applicable Effective Time;

                           (xvi) enter into one or more underwriting agreements,
                  engagement letters, agency agreements, "best efforts"
                  underwriting agreements or similar agreements, as appropriate,
                  including customary provisions relating to indemnification and
                  contribution, and take such other actions in connection
                  therewith as any Electing Holders aggregating at least 20% in
                  aggregate principal amount of the Registrable Securities at
                  the time outstanding shall request in order to expedite or
                  facilitate the disposition of such Registrable Securities;

                           (xvii) whether or not an agreement of the type
                  referred to in Section 3(d)(xvi) hereof is entered into and
                  whether or not any portion of the offering contemplated by the
                  Shelf Registration is an underwritten offering or is made
                  through a placement or sales agent or any other entity, (A)
                  make such representations and warranties to the Electing
                  Holders and the placement or sales agent, if any, therefor and
                  the underwriters, if any, thereof in form, substance and scope
                  as are customarily made in connection with an offering of debt
                  securities pursuant to any appropriate agreement or to a


                                       15
<PAGE>

                  registration statement filed on the form applicable to the
                  Shelf Registration; (B) obtain an opinion of counsel to the
                  Company in customary form and covering such matters, of the
                  type customarily covered by such an opinion, as the managing
                  underwriters, if any, or as any Electing Holders of at least
                  20% in aggregate principal amount of the Registrable
                  Securities at the time outstanding may reasonably request,
                  addressed to such Electing Holder or Electing Holders and the
                  placement or sales agent, if any, therefor and the
                  underwriters, if any, thereof and dated the effective date of
                  such Shelf Registration Statement (and if such Shelf
                  Registration Statement contemplates an underwritten offering
                  of a part or all of the Registrable Securities, dated the date
                  of the closing under the underwriting agreement relating
                  thereto) (it being agreed that the matters to be covered by
                  such opinion shall include the due incorporation and good
                  standing of the Company and its subsidiaries; the
                  qualification of the Company and its subsidiaries to transact
                  business as foreign corporations; the due authorization,
                  execution and delivery of the relevant agreement of the type
                  referred to in Section 3(d)(xvi) hereof; the due
                  authorization, execution, authentication and issuance, and the
                  validity and enforceability, of the Securities; the absence of
                  material legal or governmental proceedings involving the
                  Company; the absence of a breach by the Company or any of its
                  subsidiaries of, or a default under, material agreements
                  binding upon the Company or any subsidiary of the Company; the
                  absence of governmental approvals required to be obtained in
                  connection with the Shelf Registration, the offering and sale
                  of the Registrable Securities, this Exchange and Registration
                  Rights Agreement or any agreement of the type referred to in
                  Section 3(d)(xvi) hereof, except such approvals as may be
                  required under state securities or blue sky laws; the material
                  compliance as to form of such Shelf Registration Statement and
                  any documents incorporated by reference therein and of the
                  Indenture with the requirements of the Securities Act and the
                  Trust Indenture Act and the rules and regulations of the
                  Commission thereunder, respectively; and, as of the date of
                  the opinion and of the Shelf Registration Statement or most
                  recent post-effective amendment thereto, as the case may be,
                  the absence from such Shelf Registration Statement and the
                  prospectus included therein, as then amended or supplemented,
                  and from the documents incorporated by reference therein (in
                  each case other than the financial statements and other
                  financial information contained therein) of an untrue
                  statement of a material fact or the omission to state therein
                  a material fact necessary to make the statements therein not
                  misleading (in the case of such documents, in the light of the
                  circumstances existing at the time that such documents were
                  filed with the Commission under the Exchange Act)); (C) obtain
                  a "cold comfort" letter or letters from the independent
                  certified public accountants of the Company addressed to the


                                       16
<PAGE>

                  selling Electing Holders, the placement or sales agent, if
                  any, therefor or the underwriters, if any, thereof, dated (i)
                  the effective date of such Shelf Registration Statement and
                  (ii) the effective date of any prospectus supplement to the
                  prospectus included in such Shelf Registration Statement or
                  post-effective amendment to such Shelf Registration Statement
                  which includes unaudited or audited financial statements as of
                  a date or for a period subsequent to that of the latest such
                  statements included in such prospectus (and, if such Shelf
                  Registration Statement contemplates an underwritten offering
                  pursuant to any prospectus supplement to the prospectus
                  included in such Shelf Registration Statement or
                  post-effective amendment to such Shelf Registration Statement
                  which includes unaudited or audited financial statements as of
                  a date or for a period subsequent to that of the latest such
                  statements included in such prospectus, dated the date of the
                  closing under the underwriting agreement relating thereto),
                  such letter or letters to be in customary form and covering
                  such matters of the type customarily covered by letters of
                  such type; (D) deliver such documents and certificates,
                  including officers' certificates, as may be reasonably
                  requested by any Electing Holders of at least 20% in aggregate
                  principal amount of the Registrable Securities at the time
                  outstanding or the placement or sales agent, if any, therefor
                  and the managing underwriters, if any, thereof to evidence the
                  accuracy of the representations and warranties made pursuant
                  to clause (A) above or those contained in Section 5(a) hereof
                  and the compliance with or satisfaction of any agreements or
                  conditions contained in the underwriting agreement or other
                  agreement entered into by the Company; and (E) undertake such
                  obligations relating to expense reimbursement, indemnification
                  and contribution as are provided in Section 6 hereof;

                           (xviii) notify in writing each holder of Registrable
                  Securities of any proposal by the Company to amend or waive
                  any provision of this Exchange and Registration Rights
                  Agreement pursuant to Section 9(h) hereof and of any amendment
                  or waiver effected pursuant thereto, each of which notices
                  shall contain the text of the amendment or waiver proposed or
                  effected, as the case may be;

                           (xix) in the event that any broker-dealer registered
                  under the Exchange Act shall underwrite any Registrable
                  Securities or participate as a member of an underwriting
                  syndicate or selling group or "assist in the distribution"
                  (within the meaning of the Conduct Rules (the "Conduct Rules)
                  of the National Association of Securities Dealers, Inc.
                  ("NASD") or any successor thereto, as amended from time to
                  time) thereof, whether as a holder of such Registrable
                  Securities or as an underwriter, a placement or sales agent or
                  a broker or dealer in respect thereof, or otherwise, assist
                  such broker-dealer in complying with the requirements of such
                  Conduct Rules, including by (A) if such Conduct Rules shall so
                  require, engaging a "qualified independent underwriter" (as
                  defined in such Conduct Rules) to participate in the
                  preparation of the Shelf Registration Statement relating to
                  such Registrable Securities, to exercise usual standards of
                  due diligence in respect thereto and, if any portion of the
                  offering contemplated by such Shelf Registration Statement is
                  an underwritten offering or is made through a placement or


                                       17
<PAGE>

                  sales agent, to recommend the yield of such Registrable
                  Securities, (B) indemnifying any such qualified independent
                  underwriter to the extent of the indemnification of
                  underwriters provided in Section 6 hereof, and (C) providing
                  such information to such broker-dealer as may be reasonably
                  required in order for such broker-dealer to comply with the
                  requirements of the Conduct Rules; and

                           (xx) comply with all applicable rules and regulations
                  of the Commission, and make generally available to its
                  securityholders as soon as practicable but in any event not
                  later than eighteen months after the effective date of such
                  Shelf Registration Statement, an earning statement of the
                  Company and its subsidiaries complying with Section 11(a) of
                  the Securities Act (including, at the option of the Company,
                  Rule 158 thereunder).

                  (e) In the event that the Company would be required, pursuant
         to Section 3(d)(viii)(F) above, to notify the Electing Holders, the
         placement or sales agent, if any, therefor and the managing
         underwriters, if any, thereof, the Company shall promptly prepare and
         furnish to each of the Electing Holders, to each placement or sales
         agent, if any, and to each such underwriter, if any, a reasonable
         number of copies of a prospectus supplemented or amended so that, as
         thereafter delivered to purchasers of Registrable Securities, such
         prospectus shall conform in all material respects to the applicable
         requirements of the Securities Act and the Trust Indenture Act and the
         rules and regulations of the Commission thereunder and shall not
         contain an untrue statement of a material fact or omit to state a
         material fact required to be stated therein or necessary to make the
         statements therein, in light of the circumstances in which they were
         made, not misleading. Each Electing Holder agrees that upon receipt of
         any notice from the Company pursuant to Section 3(d)(viii)(F) hereof,
         such Electing Holder shall forthwith discontinue the disposition of
         Registrable Securities pursuant to the Shelf Registration Statement
         applicable to such Registrable Securities until such Electing Holder
         shall have received copies of such amended or supplemented prospectus,
         and if so directed by the Company, such Electing Holder shall deliver
         to the Company (at the Company's expense) all copies, other than
         permanent file copies, then in such Electing Holder's possession of the
         prospectus covering such Registrable Securities at the time of receipt
         of such notice.

                  (f) In the event of a Shelf Registration, in addition to the
         information required to be provided by each Electing Holder in its
         Notice Questionnaire, the Company may require such Electing Holder to
         furnish to the Company such additional information regarding such
         Electing Holder and such Electing Holder's intended method of
         distribution of Registrable Securities as may be required in order to
         comply with the Securities Act. Each such Electing Holder agrees to
         notify the Company as promptly as practicable of any inaccuracy or
         change in information previously furnished by such Electing Holder to
         the Company or of the occurrence of any event in either case as a
         result of which any prospectus relating to such Shelf Registration
         contains or would contain an untrue statement of a material fact
         regarding such Electing Holder or such Electing Holder's intended
         method of disposition of such Registrable Securities or omits to state


                                       18
<PAGE>

         any material fact regarding such Electing Holder or such Electing
         Holder's intended method of disposition of such Registrable Securities
         required to be stated therein or necessary to make the statements
         therein, in light of the circumstances in which they were made, not
         misleading, and promptly to furnish to the Company any additional
         information required to correct and update any previously furnished
         information or required so that such prospectus shall not contain, with
         respect to such Electing Holder or the disposition of such Registrable
         Securities, an untrue statement of a material fact or omit to state a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading in light of the circumstances then
         existing.

                  (g) Until the expiration of two years after the Closing Date,
         the Company will not, and will not permit any of its "affiliates" (as
         defined in Rule 144) to, resell any of the Securities that have been
         reacquired by any of them except pursuant to an effective registration
         statement under the Securities Act.

                  4. Registration Expenses.

                  The Company agrees to bear and to pay or cause to be paid
promptly all expenses incident to the Company's performance of or compliance
with this Exchange and Registration Rights Agreement, including (a) all
Commission and any NASD registration, filing and review fees and expenses
including reasonable fees and disbursements of counsel for the placement or
sales agent or underwriters in connection with such registration, filing and
review, (b) all reasonable fees and expenses in connection with the
qualification of the Securities for offering and sale under the State securities
and blue sky laws referred to in Section 3(d)(xii) hereof and determination of
their eligibility for investment under the laws of such jurisdictions as any
managing underwriters or the Electing Holders may reasonably designate, PROVIDED
that the Company shall not be required to (1) qualify as a foreign corporation,
(2) to file a general consent to service of process in any jurisdiction where it
is not now so qualified or required to file such a consent or (3) make any
changes to its certificate of incorporation or by-laws or any agreement between
it and its stockholders, including any reasonable fees and disbursements of
counsel for the Electing Holders or underwriters in connection with such
qualification and determination, (c) all reasonable expenses relating to the
preparation, printing, production, distribution and reproduction of each
registration statement required to be filed hereunder, each prospectus included
therein or prepared for distribution pursuant hereto, each amendment or
supplement to the foregoing, the reasonable expenses of preparing the Securities
for delivery and the expenses of printing or producing any underwriting
agreements, agreements among underwriters, selling agreements and blue sky or
legal investment memoranda and all other documents in connection with the
offering, sale or delivery of Securities to be disposed of (including


                                       19
<PAGE>

certificates representing the Securities), (d) messenger, telephone and delivery
expenses relating to the offering, sale or delivery of Securities and the
preparation of documents referred in clause (c) above, (e) reasonable fees and
expenses of the Trustee under the Indenture, any agent of the Trustee and any
counsel for the Trustee and of any collateral agent or custodian, (f) internal
expenses (including all salaries and expenses of the Company's officers and
employees performing legal or accounting duties), (g) reasonable fees,
disbursements and expenses of counsel and independent certified public
accountants of the Company (including the expenses of any opinions or "cold
comfort" letters required by or incident to such performance and compliance),
(h) reasonable fees, disbursements and expenses of any "qualified independent
underwriter" engaged pursuant to Section 3(d)(xix) hereof, (i) reasonable fees,
disbursements and expenses of one counsel for the Electing Holders retained in
connection with a Shelf Registration, as selected by the Electing Holders of at
least a majority in aggregate principal amount of the Registrable Securities
held by Electing Holders (which counsel shall be reasonably satisfactory to the
Company), (j) any fees charged by securities rating services for rating the
Securities, and (k) reasonable fees, expenses and disbursements of any other
persons, including special experts, retained by the Company in connection with
such registration (collectively, the "Registration Expenses"). To the extent
that any Registration Expenses are incurred, assumed or paid by any holder of
Registrable Securities or any placement or sales agent therefor or underwriter
thereof, the Company shall reimburse such person for the full amount of the
Registration Expenses so incurred, assumed or paid promptly after receipt of a
request therefor. Notwithstanding the foregoing, the holders of the Registrable
Securities being registered shall pay all agency fees and commissions and
underwriting discounts and commissions attributable to the sale of such
Registrable Securities and the fees and disbursements of any counsel or other
advisors or experts retained by such holders (severally or jointly), other than
the counsel and experts specifically referred to above.

                  5. Representations and Warranties.

                  The Company represents and warrants to, and agrees with, each
Purchaser and each of the holders from time to time of Registrable Securities
that:

                  (a) Each registration statement covering Registrable
         Securities and each prospectus (including any preliminary or summary
         prospectus) contained therein or furnished pursuant to Section 3(d) or
         Section 3(c) hereof and any further amendments or supplements to any
         such registration statement or prospectus, when it becomes effective or
         is filed with the Commission, as the case may be, and, in the case of
         an underwritten offering of Registrable Securities, at the time of the
         closing under the underwriting agreement relating thereto, will conform
         in all material respects to the requirements of the Securities Act and
         the Trust Indenture Act and the rules and regulations of the Commission
         thereunder and will not contain an untrue statement of a material fact
         or omit to state a material fact required to be stated therein or
         necessary to make the statements therein not misleading; and at all
         times subsequent to the Effective Time when a prospectus would be


                                       20
<PAGE>

         required to be delivered under the Securities Act, other than from (i)
         such time as a notice has been given to holders of Registrable
         Securities pursuant to Section 3(d)(viii)(F) or Section 3(c)(iii)(F)
         hereof until (ii) such time as the Company furnishes an amended or
         supplemented prospectus pursuant to Section 3(e) or Section 3(c)(iv)
         hereof, each such registration statement, and each prospectus
         (including any summary prospectus) contained therein or furnished
         pursuant to Section 3(d) or Section 3(c) hereof, as then amended or
         supplemented, will conform in all material respects to the requirements
         of the Securities Act and the Trust Indenture Act and the rules and
         regulations of the Commission thereunder and will not contain an untrue
         statement of a material fact or omit to state a material fact required
         to be stated therein or necessary to make the statements therein, in
         the light of the circumstances in which they were made, not misleading;
         provided, however, that this representation and warranty shall not
         apply to any statements or omissions made in reliance upon and in
         conformity with information furnished in writing to the Company by a
         holder of Registrable Securities expressly for use therein.

                  (b) Any documents incorporated by reference in any prospectus
         referred to in Section 5(a) hereof, when they become or became
         effective or are or were filed with the Commission, as the case may be,
         will conform or conformed in all material respects to the requirements
         of the Securities Act or the Exchange Act, as applicable, and none of
         such documents will contain or contained an untrue statement of a
         material fact or will omit or omitted to state a material fact required
         to be stated therein or necessary to make the statements therein not
         misleading; PROVIDED, however, that this representation and warranty
         shall not apply to any statements or omissions made in reliance upon
         and in conformity with information furnished in writing to the Company
         by a holder of Registrable Securities expressly for use therein.

                  (c) The compliance by the Company with all of the provisions
         of this Exchange and Registration Rights Agreement and the consummation
         of the transactions herein contemplated will not conflict with or
         result in a material breach of any of the terms or provisions of, or
         constitute a default under, any material indenture, mortgage, deed of
         trust, loan agreement or other agreement or instrument to which the
         Company or any subsidiary of the Company is a party or by which the
         Company or any subsidiary of the Company is bound or to which any of
         the property or assets of the Company or any subsidiary of the Company
         is subject, nor will such action result in any violation of the
         provisions of the certificate of incorporation, as amended, or the
         by-laws of the Company or any material violation of any statute or any
         order, rule or regulation of any court or governmental agency or body
         having jurisdiction over the Company or any subsidiary of the Company
         or any of their properties; and no consent, approval, authorization,
         order, registration or qualification of or with any such court or
         governmental agency or body is required for the consummation by the
         Company of the transactions contemplated by this Exchange and
         Registration Rights Agreement, except the registration under the
         Securities Act of the Securities, qualification of the Indenture under
         the Trust Indenture Act and such consents, approvals, authorizations,
         registrations or qualifications as may be required under State
         securities or blue sky laws in connection with the offering and
         distribution of the Securities.

                  (d) This Exchange and Registration Rights Agreement has been
         duly authorized, executed and delivered by the Company.



                                       21
<PAGE>

                  6. Indemnification.

                  (a) Indemnification by the Company. The Company will indemnify
         and hold harmless each of the holders of Registrable Securities
         included in an Exchange Registration Statement, each of the Electing
         Holders of Registrable Securities included in a Shelf Registration
         Statement and each person who participates as a placement or sales
         agent or as an underwriter in any offering or sale of such Registrable
         Securities against any losses, claims, damages or liabilities, joint or
         several, to which such holder, agent or underwriter may become subject
         under the Securities Act or otherwise, insofar as such losses, claims,
         damages or liabilities (or actions in respect thereof) arise out of or
         are based upon an untrue statement or alleged untrue statement of a
         material fact contained in any Exchange Registration Statement or Shelf
         Registration Statement, as the case may be, under which such
         Registrable Securities were registered under the Securities Act, or any
         preliminary, final or summary prospectus contained therein or furnished
         by the Company to any such holder, Electing Holder, agent or
         underwriter, or any amendment or supplement thereto, or arise out of or
         are based upon the omission or alleged omission to state therein a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading, and will reimburse such holder, such
         Electing Holder, such agent and such underwriter for any legal or other
         expenses reasonably incurred by them in connection with investigating
         or defending any such action or claim as such expenses are incurred;
         provided, however, that the Company shall not be liable to any such
         person in any such case to the extent that any such loss, claim, damage
         or liability arises out of or is based upon an untrue statement or
         alleged untrue statement or omission or alleged omission made in such
         registration statement, or preliminary, final or summary prospectus, or
         amendment or supplement thereto, in reliance upon and in conformity
         with written information furnished to the Company by such person
         expressly for use therein.

                  (b) Indemnification by the Holders and any Agents and
         Underwriters. The Company may require, as a condition to including any
         Registrable Securities in any registration statement filed pursuant to
         Section 2(b) hereof and to entering into any underwriting agreement
         with respect thereto, that the Company shall have received an
         undertaking reasonably satisfactory to it from the Electing Holder of
         such Registrable Securities and from each underwriter named in any such
         underwriting agreement, severally and not jointly, to (i) indemnify and
         hold harmless the Company, and all other holders of Registrable
         Securities, against any losses, claims, damages or liabilities to which
         the Company or such other holders of Registrable Securities may become
         subject, under the Securities Act or otherwise, insofar as such losses,
         claims, damages or liabilities (or actions in respect thereof) arise
         out of or are based upon an untrue statement or alleged untrue
         statement of a material fact contained in such registration statement,
         or any preliminary, final or summary prospectus contained therein or


                                       22
<PAGE>

         furnished by the Company to any such Electing Holder, agent or
         underwriter, or any amendment or supplement thereto, or arise out of or
         are based upon the omission or alleged omission to state therein a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading, in each case to the extent, but only
         to the extent, that such untrue statement or alleged untrue statement
         or omission or alleged omission was made in reliance upon and in
         conformity with written information furnished to the Company by such
         Electing Holder or underwriter expressly for use therein, and (ii)
         reimburse the Company for any legal or other expenses reasonably
         incurred by the Company in connection with investigating or defending
         any such action or claim as such expenses are incurred; provided,
         however, that no such Electing Holder shall be required to undertake
         liability to any person under this Section 6(b) for any amounts in
         excess of the dollar amount of the proceeds to be received by such
         Electing Holder from the sale of such Electing Holder's Registrable
         Securities pursuant to such registration.

                  (c) Notices of Claims, Etc. Promptly after receipt by an
         indemnified party under subsection (a) or (b) above of written notice
         of the commencement of any action, such indemnified party shall, if a
         claim in respect thereof is to be made against an indemnifying party
         pursuant to the indemnification provisions of or contemplated by this
         Section 6, notify such indemnifying party in writing of the
         commencement of such action. No indemnification provided for in Section
         6(a) or 6(b) shall be available to any party who shall fail to give
         notice as provided in this Section 6(c) if the party to whom notice was
         not given was unaware of the proceeding to which such notice would have
         related and was materially prejudiced by the failure to give such
         notice, but the failure to give such notice shall not relieve the
         indemnifying party or parties from any liability which it or they may
         have to the indemnified party for contribution or otherwise than on
         account of the provisions of Section 6(a) or 6(b). In case any such
         action shall be brought against any indemnified party and it shall
         notify an indemnifying party of the commencement thereof, such
         indemnifying party shall be entitled to participate therein and, to the
         extent that it shall wish, jointly with any other indemnifying party
         similarly notified, to assume the defense thereof, with counsel
         reasonably satisfactory to such indemnified party (who shall not,
         except with the consent of the indemnified party, be counsel to the
         indemnifying party), and, after notice from the indemnifying party to
         such indemnified party of its election so to assume the defense
         thereof, such indemnifying party shall not be liable to such
         indemnified party for any legal expenses of other counsel or any other
         expenses, in each case subsequently incurred by such indemnified party,
         in connection with the defense thereof other than reasonable costs of
         investigation. Neither party shall, without the written consent of the
         other party, effect the settlement or compromise of, or consent to the
         entry of any judgment with respect to, any pending or threatened action
         or claim in respect of which indemnification or contribution may be
         sought hereunder (whether or not the indemnified party is an actual or
         potential party to such action or claim) unless such settlement,
         compromise or judgment (i) includes an unconditional release of the
         other party from all liability arising out of such action or claim and
         (ii) does not include a statement as to or an admission of fault,
         culpability or a failure to act by or on behalf of the other party.

                                       23
<PAGE>

                  (d) Contribution. If for any reason the indemnification
         provisions contemplated by Section 6(a) or Section 6(b) are unavailable
         to or insufficient to hold harmless an indemnified party in respect of
         any losses, claims, damages or liabilities (or actions in respect
         thereof) referred to therein, then each indemnifying party shall
         contribute to the amount paid or payable by such indemnified party as a
         result of such losses, claims, damages or liabilities (or actions in
         respect thereof) in such proportion as is appropriate to reflect the
         relative fault of the indemnifying party and the indemnified party in
         connection with the statements or omissions which resulted in such
         losses, claims, damages or liabilities (or actions in respect thereof),
         as well as any other relevant equitable considerations. The relative
         fault of such indemnifying party and indemnified party shall be
         determined by reference to, among other things, whether the untrue or
         alleged untrue statement of a material fact or omission or alleged
         omission to state a material fact relates to information supplied by
         such indemnifying party or by such indemnified party, and the parties'
         relative intent, knowledge, access to information and opportunity to
         correct or prevent such statement or omission. The parties hereto agree
         that it would not be just and equitable if contributions pursuant to
         this Section 6(d) were determined by pro rata allocation (even if the
         holders or any agents or underwriters or all of them were treated as
         one entity for such purpose) or by any other method of allocation which
         does not take account of the equitable considerations referred to in
         this Section 6(d). The amount paid or payable by an indemnified party
         as a result of the losses, claims, damages, or liabilities (or actions
         in respect thereof) referred to above shall be deemed to include any
         legal or other fees or expenses reasonably incurred by such indemnified
         party in connection with investigating or defending any such action or
         claim. Notwithstanding the provisions of this Section 6(d), no holder
         shall be required to contribute any amount in excess of the amount by
         which the dollar amount of the proceeds received by such holder from
         the sale of any Registrable Securities (after deducting any fees,
         discounts and commissions applicable thereto) exceeds the amount of any
         damages which such holder has otherwise been required to pay by reason
         of such untrue or alleged untrue statement or omission or alleged
         omission, and no underwriter shall be required to contribute any amount
         in excess of the amount by which the total price at which the
         Registrable Securities underwritten by it and distributed to the public
         were offered to the public exceeds the amount of any damages which such
         underwriter has otherwise been required to pay by reason of such untrue
         or alleged untrue statement or omission or alleged omission. No person
         guilty of fraudulent misrepresentation (within the meaning of Section
         11(f) of the Securities Act) shall be entitled to contribution from any
         person who was not guilty of such fraudulent misrepresentation. The
         holders' and any underwriters' obligations in this Section 6(d) to
         contribute shall be several in proportion to the principal amount of
         Registrable Securities registered or underwritten, as the case may be,
         by them and not joint.

                  (e) The obligations of the Company under this Section 6 shall
         be in addition to any liability which the Company may otherwise have
         and shall extend, upon the same terms and conditions, to each officer,
         director and partner of each holder, agent and underwriter and each
         person, if any, who controls any holder, agent or underwriter within


                                       24
<PAGE>

         the meaning of the Securities Act; and the obligations of the holders
         and any agents or underwriters contemplated by this Section 6 shall be
         in addition to any liability which the respective holder, agent or
         underwriter may otherwise have and shall extend, upon the same terms
         and conditions, to each officer and director of the Company (including
         any person who, with his consent, is named in any registration
         statement as about to become a director of the Company) and to each
         person, if any, who controls the Company within the meaning of the
         Securities Act.

                  7. Underwritten Offerings.

                  (a) Selection of Underwriters. If any of the Registrable
         Securities covered by the Shelf Registration are to be sold pursuant to
         an underwritten offering, the managing underwriter or underwriters
         thereof shall be designated by Electing Holders holding at least a
         majority in aggregate principal amount of the Registrable Securities to
         be included in such offering, provided that such designated managing
         underwriter or underwriters is or are reasonably acceptable to the
         Company.

                  (b) Participation by Holders. Each holder of Registrable
         Securities hereby agrees with each other such holder that no such
         holder may participate in any underwritten offering hereunder unless
         such holder (i) agrees to sell such holder's Registrable Securities on
         the basis provided in any underwriting arrangements approved by the
         persons entitled hereunder to approve such arrangements and (ii)
         completes and executes all questionnaires, powers of attorney,
         indemnities, underwriting agreements and other documents reasonably
         required under the terms of such underwriting arrangements.

                  8. Rule 144.

                  The Company covenants to the holders of Registrable Securities
that to the extent it shall be required to do so under the Exchange Act, the
Company shall timely file the reports required to be filed by it under the
Exchange Act or the Securities Act (including the reports under Section 13 and
15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted
by the Commission under the Securities Act) and the rules and regulations
adopted by the Commission thereunder, and shall take such further action as any
holder of Registrable Securities may reasonably request, all to the extent
required from time to time to enable such holder to sell Registrable Securities
without registration under the Securities Act within the limitations of the
exemption provided by Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or any similar or successor rule or regulation
hereafter adopted by the Commission. Upon the request of any holder of
Registrable Securities in connection with that holder's sale pursuant to Rule
144, the Company shall deliver to such holder a written statement as to whether
it has complied with such requirements.

                                       25
<PAGE>

                  9. Miscellaneous.

                  (a) No Inconsistent Agreements. The Company represents,
         warrants, covenants and agrees that it has not granted, and shall not
         grant, registration rights with respect to Registrable Securities or
         any other securities which would be inconsistent with the terms
         contained in this Exchange and Registration Rights Agreement.

                  (b) Specific Performance. The parties hereto acknowledge that
         there would be no adequate remedy at law if the Company fails to
         perform any of its obligations hereunder and that the Initial
         Purchasers and the holders from time to time of the Registrable
         Securities may be irreparably harmed by any such failure, and
         accordingly agree that the Initial Purchasers and such holders, in
         addition to any other remedy to which they may be entitled at law or in
         equity, shall be entitled to compel specific performance of the
         obligations of the Company under this Exchange and Registration Rights
         Agreement in accordance with the terms and conditions of this Exchange
         and Registration Rights Agreement, in any court of the United States or
         any State thereof having jurisdiction.

                  (c) Notices. All notices, requests, claims, demands, waivers
         and other communications hereunder shall be in writing and shall be
         deemed to have been duly given when delivered by hand, if delivered
         personally or by courier, or three days after being deposited in the
         mail (registered or certified mail, postage prepaid, return receipt
         requested) as follows: If to the Company, to it at 2200 Old Germantown
         Road, Delray Beach, Florida 33445, and if to a holder, to the address
         of such holder set forth in the security register or other records of
         the Company, or to such other address as the Company or any such holder
         may have furnished to the other in writing in accordance herewith,
         except that notices of change of address shall be effective only upon
         receipt.

                  (d) Parties in Interest. All the terms and provisions of this
         Exchange and Registration Rights Agreement shall be binding upon, shall
         inure to the benefit of and shall be enforceable by the parties hereto
         and the holders from time to time of the Registrable Securities and the
         respective successors and assigns of the parties hereto and such
         holders. In the event that any transferee of any holder of Registrable
         Securities shall acquire Registrable Securities, in any manner, whether
         by gift, bequest, purchase, operation of law or otherwise, such
         transferee shall, without any further writing or action of any kind, be
         deemed a beneficiary hereof for all purposes and such Registrable
         Securities shall be held subject to all of the terms of this Exchange
         and Registration Rights Agreement, and by taking and holding such
         Registrable Securities such transferee shall be entitled to receive the
         benefits of, and be conclusively deemed to have agreed to be bound by
         all of the applicable terms and provisions of this Exchange and
         Registration Rights Agreement. If the Company shall so request, any
         such successor, assign or transferee shall agree in writing to acquire
         and hold the Registrable Securities subject to all of the applicable
         terms hereof.

                                       26
<PAGE>

                  (e) Survival. The respective indemnities, agreements,
         representations, warranties and each other provision set forth in this
         Exchange and Registration Rights Agreement or made pursuant hereto
         shall remain in full force and effect regardless of any investigation
         (or statement as to the results thereof) made by or on behalf of any
         holder of Registrable Securities, any director, officer or partner of
         such holder, any agent or underwriter or any director, officer or
         partner thereof, or any controlling person of any of the foregoing, and
         shall survive delivery of and payment for the Registrable Securities
         pursuant to the Purchase Agreement and the transfer and registration of
         Registrable Securities by such holder and the consummation of an
         Exchange Offer.

                  (f) GOVERNING LAW. THIS EXCHANGE AND REGISTRATION RIGHTS
         AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
         LAWS OF THE STATE OF NEW YORK.

                  (g) Headings. The descriptive headings of the several Sections
         and paragraphs of this Exchange and Registration Rights Agreement are
         inserted for convenience only, do not constitute a part of this
         Exchange and Registration Rights Agreement and shall not affect in any
         way the meaning or interpretation of this Exchange and Registration
         Rights Agreement.

                  (h) Entire Agreement; Amendments. This Exchange and
         Registration Rights Agreement and the other writings referred to herein
         (including the Indenture and the form of Securities) or delivered
         pursuant hereto which form a part hereof contain the entire
         understanding of the parties with respect to its subject matter. This
         Exchange and Registration Rights Agreement supersedes all prior
         agreements and understandings between the parties with respect to its
         subject matter. This Exchange and Registration Rights Agreement may be
         amended and the observance of any term of this Exchange and
         Registration Rights Agreement may be waived (either generally or in a
         particular instance and either retroactively or prospectively) only by
         a written instrument duly executed by the Company and the holders of at
         least a majority in aggregate principal amount of the Registrable
         Securities at the time outstanding. Each holder of any Registrable
         Securities at the time or thereafter outstanding shall be bound by any
         amendment or waiver effected pursuant to this Section 9(h), whether or
         not any notice, writing or marking indicating such amendment or waiver
         appears on such Registrable Securities or is delivered to such holder.

                  (i) Inspection. For so long as this Exchange and Registration
         Rights Agreement shall be in effect, upon written request to the
         Company, a copy of this Exchange and Registration Rights Agreement and
         a complete list of the names and addresses of all the holders of
         Registrable Securities shall be mailed to any holder of Registrable
         Securities for proper purposes only (which shall include any purpose
         related to the rights of the holders of Registrable Securities under
         the Securities, the Indenture and this Agreement).

                                       27
<PAGE>

                  (j) Counterparts. This agreement may be executed by the
         parties in counterparts, each of which shall be deemed to be an
         original, but all such respective counterparts shall together
         constitute one and the same instrument.




                                       28
<PAGE>


                  If the foregoing is in accordance with your understanding,
please sign and return to us one for the Company and each of the Representatives
plus one for each counsel counterparts hereof, and upon the acceptance hereof by
you, on behalf of each of the Initial Purchasers, this letter and such
acceptance hereof shall constitute a binding agreement between each of the
Initial Purchasers the Company. It is understood that your acceptance of this
letter on behalf of each of the Initial Purchasers is pursuant to the authority
set forth in a form of Agreement among the Initial Purchasers, the form of which
shall be submitted to the Company for examination upon request, but without
warranty on your part as to the authority of the signers thereof.

                                                     Very truly yours,

                                                     OFFICE DEPOT, INC.


                                                     By: /s/ Carolyn Clarke
                                                         Name:  Carolyn Clarke
                                                         Title: Vice President


Accepted as of the date hereof:

CITIGROUP GLOBAL MARKETS INC.
GOLDMAN, SACHS & CO.

BY: CITIGROUP GLOBAL MARKETS INC.


By:      /s/ Ian K. Sugarman
         Name:  Ian K. Sugarman
         Title:  Vice President




                                       29
<PAGE>



                                                                       EXHIBIT A

                               OFFICE DEPOT, INC.

                         INSTRUCTION TO DTC PARTICIPANTS

                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                         DEADLINE FOR RESPONSE: [DATE]*

                  --------------------------------------------


The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in the Office Depot, Inc. (the "Company")
         % Senior Notes due          (the "Securities") are held. The Company
is in the process of registering the Securities under the Securities Act of 1933
for resale by the beneficial owners thereof. In order to have their Securities
included in the registration statement, beneficial owners must complete and
return the enclosed Notice of Registration Statement and Selling Securityholder
Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the
enclosed materials as soon as possible as their rights to have the Securities
included in the registration statement depend upon their returning the Notice
and Questionnaire by [DEADLINE FOR RESPONSE]. Please forward a copy of the
enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact Office Depot, Inc.,
2200 Old Germantown Road, Delray Beach, Florida 33445, (561) 438-4800.

---------------
*Not less than 28 calendar days from date of mailing.




                                      A-1
<PAGE>

                               OFFICE DEPOT, INC.

                        Notice of Registration Statement
                                       and
                      Selling Securityholder Questionnaire

                  --------------------------------------------


                                     (Date)


Reference is hereby made to the Exchange and Registration Rights Agreement (the
"Exchange and Registration Rights Agreement") between Office Depot, Inc. (the
"Company") and the Purchasers named therein. Pursuant to the Exchange and
Registration Rights Agreement, the Company has filed with the United States
Securities and Exchange Commission (the "Commission") a registration statement
on Form S-3 (the "Shelf Registration Statement") for the registration and resale
under Rule 415 of the Securities Act of 1933, as amended (the "Securities Act"),
of the Company's       % Senior Notes due              (the "Securities"). A
copy of the Exchange and Registration Rights Agreement is attached hereto. All
capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Exchange and Registration Rights Agreement.

Each beneficial owner of Registrable Securities (as defined below) is entitled
to have the Registrable Securities beneficially owned by it included in the
Shelf Registration Statement. In order to have Registrable Securities included
in the Shelf Registration Statement, this Notice of Registration Statement and
Selling Securityholder Questionnaire ("Notice and Questionnaire") must be
completed, executed and delivered to the Company's counsel at the address set
forth herein for receipt ON OR BEFORE [DEADLINE FOR RESPONSE]. Beneficial owners
of Registrable Securities who do not complete, execute and return this Notice
and Questionnaire by such date (i) will not be named as selling securityholders
in the Shelf Registration Statement and (ii) may not use the Prospectus forming
a part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in
the Shelf Registration Statement and related Prospectus. Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Shelf Registration Statement and
related Prospectus.

The term "Registrable Securities" is defined in the Exchange and Registration
Rights Agreement.





                                      A-2
<PAGE>


                                    ELECTION


The undersigned holder (the "Selling Securityholder") of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3). The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Registrable Securities by the terms and conditions
of this Notice and Questionnaire and the Exchange and Registration Rights
Agreement, including, without limitation, Section 6 of the Exchange and
Registration Rights Agreement, as if the undersigned Selling Securityholder were
an original party thereto.

Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the Company
and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and
as Exhibit B to the Exchange and Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:





                                      A-3
<PAGE>


                                  QUESTIONNAIRE


     (1)       (a)      Full Legal Name of Selling Securityholder:

                        ---------------------------------------------------

               (b)      Full Legal Name of Registered Holder (if not the same as
                        in (a) above) of Registrable Securities Listed in Item
                        (3) below:

                        ---------------------------------------------------

               (c)      Full Legal Name of DTC Participant (if applicable and if
                        not the same as (b) above) Through Which Registrable
                        Securities Listed in Item (3) below are Held:

                        ---------------------------------------------------

         (2)      Address for Notices to Selling Securityholder:

                                    ---------------------------------------

                                    ---------------------------------------

                                    ---------------------------------------

                  Telephone:
                                    ---------------------------------------

                  Fax:
                                    ---------------------------------------

                  Contact Person:
                                    ---------------------------------------

         (3)      Beneficial Ownership of Securities:

                  Except as set forth below in this Item (3), the undersigned
                  does not beneficially own any Securities.

                  (a)      Principal amount of Registrable Securities
                           beneficially owned:

                           ---------------------------------------------------

                           CUSIP No(s). of such Registrable Securities:

                           ---------------------------------------------------

                  (b)      Principal amount of Securities other than Registrable
                           Securities beneficially owned:

                           ---------------------------------------------------

                           CUSIP No(s). of such other Securities:
                                                                 -------------

                           ---------------------------------------------------

                  (c)      Principal amount of Registrable Securities which the
                           undersigned wishes to be included in the Shelf
                           Registration Statement:

                           ----------------------------------------------------

                           CUSIP No(s). of such Registrable Securities to be
                           included in the Shelf Registration
                           Statement:

                           ---------------------------------------------------

                                      A-4
<PAGE>

         (4)      Beneficial Ownership of Other Securities of the Company:

                  Except as set forth below in this Item (4), the undersigned
                  Selling Securityholder is not the beneficial or registered
                  owner of any other securities of the Company, other than the
                  Securities listed above in Item (3).

                  State any exceptions here:



         (5)      Relationships with the Company:

                  Except as set forth below, neither the Selling Securityholder
                  nor any of its affiliates, officers, directors or principal
                  equity holders (5% or more) has held any position or office or
                  has had any other material relationship with the Company (or
                  its predecessors or affiliates) during the past three years.

                  State any exceptions here:



         (6)      Plan of Distribution:

                  Except as set forth below, the undersigned Selling
                  Securityholder intends to distribute the Registrable
                  Securities listed above in Item (3) only as follows (if at
                  all): Such Registrable Securities may be sold from time to
                  time directly by the undersigned Selling Securityholder or,
                  alternatively, through underwriters, broker-dealers or agents.
                  Such Registrable Securities may be sold in one or more
                  transactions at fixed prices, at prevailing market prices at
                  the time of sale, at varying prices determined at the time of
                  sale, or at negotiated prices. Such sales may be effected in
                  transactions (which may involve crosses or block transactions)
                  (i) on any national securities exchange or quotation service
                  on which the Registered Securities may be listed or quoted at
                  the time of sale, (ii) in the over-the-counter market, (iii)
                  in transactions otherwise than on such exchanges or services
                  or in the over-the-counter market, or (iv) through the writing
                  of options. In connection with sales of the Registrable
                  Securities or otherwise, the Selling Securityholder may enter
                  into hedging transactions with broker-dealers, which may in
                  turn engage in short sales of the Registrable Securities in
                  the course of hedging the positions they assume. The Selling
                  Securityholder may also sell Registrable Securities short and
                  deliver Registrable Securities to close out such short
                  positions, or loan or pledge Registrable Securities to
                  broker-dealers that in turn may sell such securities.

                  State any exceptions here:


                                      A-5
<PAGE>


By signing below, the Selling Securityholder acknowledges that it understands
its obligation to comply, and agrees that it will comply, with the provisions of
the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which such
information is provided to the Company, the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling Securityholder understands that such information
will be relied upon by the Company in connection with the preparation of the
Shelf Registration Statement and related Prospectus.

In accordance with the Selling Securityholder's obligation under Section 3(d) of
the Exchange and Registration Rights Agreement to provide such information as
may be required by law for inclusion in the Shelf Registration Statement, the
Selling Securityholder agrees to promptly notify the Company of any inaccuracies
or changes in the information provided herein which may occur subsequent to the
date hereof at any time while the Shelf Registration Statement remains in
effect. All notices hereunder and pursuant to the Exchange and Registration
Rights Agreement shall be made in writing, by hand-delivery, first-class mail,
or air courier guaranteeing overnight delivery as follows:

                  (i)  To the Company:

                                   David Fannin, Executive Vice President,
                                   General Counsel and Secretary
                                   Office Depot, Inc.
                                   2200 Old Germantown Road
                                   Delray Beach, Florida 33445

                  (ii) With a copy to:

                                   Phyllis Korff, Esq.
                                   Skadden, Arps, Slate, Meagher & Flom LLP
                                   Four Times Square
                                   New York, New York  10036

Once this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company's counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Company and the
Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above. This
Agreement shall be governed in all respects by the laws of the State of New
York.




                                      A-6
<PAGE>

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

Dated:  _______________



      -------------------------------------------------------------------------
      Selling Securityholder
      (Print/type full legal name of beneficial owner of Registrable Securities)



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


PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:

                                                                   , Esq.
                                       --------------------------
                                       Skadden, Arps, Slate, Meagher & Flom LLP
                                       Four Times Square
                                       New York, New York  10036




                                      A-7
<PAGE>

                                                                       EXHIBIT B

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT


[__________________]
Office Depot, Inc.
c/o [_______________]
[Address of [__________]]

Attention:        Trust Officer

         Re:      Office Depot, Inc. (the "Company")
                        % Senior Notes due


Dear Sirs:

Please be advised that ________________ has transferred $____________ aggregate
principal amount of the above-referenced Notes pursuant to an effective
Registration Statement on Form [______] (File No. 333-_________) filed by the
Company.

We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the above-named
beneficial owner of the Notes is named as a "Selling Holder" in the Prospectus
dated ___________ or in supplements thereto, and that the aggregate principal
amount of the Notes transferred are the Notes listed in such Prospectus opposite
such owner's name.

Dated:

                                         Very truly yours,


                                         --------------------------------
                                         (Name)

                                         By:
                                            -----------------------------
                                         (Authorized Signature)




                                      B-1
<PAGE>


                                   SCHEDULE I


-------------------------------------- --------------------------------------
                                            PRINCIPAL AMOUNT OF FIRM
                  INITIAL PURCHASERS       SECURITIES TO BE PURCHASED
-------------------------------------- --------------------------------------

Citigroup Capital Markets Inc..............        US $150,000,000

Goldman, Sachs & Co........................           $150,000,000

Banc One Capital Markets. Inc..............           $40,000,000

BNP PARIBAS................................           $20,000,000

Fleet Securities, Inc......................           $20,000,000

Wachovia Securities........................           $20,000,000
                                             ----------------------

         Total.............................        US $400,000,000




                                      B-2