Exhibit 4.1


 


FORM OF NOTE


 


THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE
THEREOF.  THIS SECURITY MAY NOT BE
EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER
OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME
OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


UNLESS
THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY SECURITY ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY A PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.


 


STAPLES,
INC.


 


7.750%
Senior Notes Due April 1, 2011


 


CUSIP NO. 855030AK8


 


	
  No.

  	
  $

  



 


Staples, Inc., a
corporation organized under the laws of the state of Delaware (herein called
the “Company”, which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of
                                            
Dollars (which principal amount may from time to time be increased or decreased
to such other principal amounts by adjustments made on the records of the
Trustee hereinafter referred to in accordance with the Indenture) on April 1,
2011, and, subject to adjustment as hereinafter provided, to pay interest
thereon from March 27, 2009 or from the most recent Interest Payment Date
to which interest has been paid or duly provided for, semi-annually on April 1
and October 1 in each year commencing October 1, 2009 at the rate of
7.750% per annum, until the principal hereof is paid or made available for
payment, and to the extent that the payment of such interest shall be legally
enforceable at the interest rate then in effect on any overdue principal and on
any overdue installment of interest until paid.


 

















 


The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the March 15
or September 15 (regardless of whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date.  If any Interest Payment Date falls on a day
that is not a Business Day, it shall be postponed to the following Business
Day.  Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders
of Securities not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.  Payment of
the principal of and interest on this Security will be made at the office or
agency of the Trustee or any Paying Agent maintained for that purpose in the
City of New York, New York, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; provided, however,
that at the option of the Company payment of interest may be made by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register.


 


Interest
Rate Adjustment


 


The interest rate payable on
this series of Securities will be subject to adjustments from time to time if
Moody’s Investors Service, Inc. (“Moody’s”) (or, if applicable, any
Substitute Rating Agency (as defined below)) or Standard & Poor’s
Ratings Services, a division of The McGraw Hill Companies, Inc. (“S&P”)
(or, if applicable, any Substitute Rating Agency) downgrades (or subsequently
upgrades) the rating assigned to this series of Securities, as set forth below.


 


If the rating with respect to
this series of Securities from Moody’s or any Substitute Rating Agency thereof
is decreased to a rating set forth in the immediately following table, the
interest rate on this series of Securities will increase from the interest rate
payable on this series of Securities set forth on the face of this Security by
the percentage points set forth below opposite that rating.


 


	
  Moody’s Rating *

  	
   

  	
  Percentage

  Points

  	
   

  
	
  Ba1

  	
   

  	
  0.25

  	
   

  
	
  Ba2

  	
   

  	
  0.50

  	
   

  
	
  Ba3

  	
   

  	
  0.75

  	
   

  
	
  B1 or below

  	
   

  	
  1.00

  	
   

  



 

















 






*  Including the equivalent
rating of any Substitute Rating Agency.


 


If the rating with respect to
this series of Securities from S&P or any Substitute Rating Agency thereof
is decreased to a rating set forth in the immediately following table, the
interest rate on this series of Securities will increase from the interest rate
payable on this series of Securities on the date set forth on the face of this
Security by the percentage points set forth below opposite that rating.


 


	
  S&P Rating *

  	
   

  	
  Percentage

  Points

  	
   

  
	
  BB+

  	
   

  	
  0.25

  	
   

  
	
  BB

  	
   

  	
  0.50

  	
   

  
	
  BB-

  	
   

  	
  0.75

  	
   

  
	
  B+ or below

  	
   

  	
  1.00

  	
   

  



 






*  Including the equivalent
rating of any Substitute Rating Agency.


 


If at any time the interest
rate on this series of Securities has been adjusted upward as a result of a
decrease in a rating by an Interest Rate Rating Agency and that Interest Rate
Rating Agency subsequently increases its rating on this series of Securities to
any of the ratings set forth in the tables above, the per annum interest rate
on this series of Securities will be decreased such that the per annum interest
rate equals the interest rate set forth on the face of this Security plus the
percentage points set forth opposite the ratings in effect immediately
following the increase in the tables above; provided,
however, that if Moody’s or any Substitute Rating Agency
subsequently increases its rating on this series of Securities to “Baa3” (or
its equivalent if with respect to any Substitute Rating Agency) or higher and
S&P or any Substitute Rating Agency subsequently increases its rating on
this series of Securities to “BBB-” (or its equivalent if with respect to any
Substitute Rating Agency) or higher, the per annum interest rate on this series
of Securities will be decreased to the interest rate set forth on the face of
this Security.


 


No adjustment in the interest
rate on this series of Securities shall be made solely as a result of an
Interest Rate Rating Agency ceasing to provide a rating. If at any time less
than two Interest Rate Rating Agencies provide a rating on this series of
Securities, the Company will use commercially reasonable efforts to obtain a
rating on this series of Securities from another “nationally recognized
statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under
the Exchange Act, to the extent one exists, and if another nationally
recognized statistical rating organization rates this series of Securities
(such organization, as certified by a resolution of the Company’s board of
directors, a “Substitute Rating Agency”), for purposes of determining any
increase or decrease in the per annum interest rate on this series of
Securities pursuant to the tables above, (1) such Substitute Rating Agency
will be substituted for the last Interest Rate Rating Agency to provide a
rating on this series of Securities but which has since ceased to provide such
rating, (2) the relative ratings scale used by such Substitute Rating 


 

















 


Agency to
assign ratings to senior unsecured debt will be determined in good faith by an
independent investment banking institution of national standing appointed by
the Company and, for purposes of determining the applicable ratings included in
the table above with respect to such Substitute Rating Agency, such ratings
shall be deemed to be the equivalent ratings used by Moody’s and S&P in
such tables, and (3) the per annum interest rate on this series of
Securities will increase or decrease, as the case may be, such that the
interest rate equals the interest rate set forth on the face of this Security
plus the appropriate percentage, if any, set forth opposite the rating from
such Substitute Rating Agency in the applicable table above (taking into
account the provisions of clause (2) above) (plus any applicable
percentage points resulting from a decreased rating by the other Interest Rate
Rating Agency).  For so long as (a) only
one Interest Rate Rating Agency provides a rating on this series of Securities,
any increase or decrease in the interest rate on this series of Securities
necessitated by a reduction or increase in the rating by that Interest Rate
Rating Agency shall be twice the applicable percentage set forth in the
applicable table above and (b) no Interest Rate Rating Agency provides a
rating on this series of Securities, the interest rate on this series of
Securities will increase to, or remain at, as the case may be, 2.00% above the
interest rate set forth on the face of this Security. If Moody’s or S&P
ceases to rate this series of Securities or make a rating of this series of
Securities publicly available for reasons within the Company’s control, the
Company will not be entitled to obtain a rating from a Substitute Rating Agency
and the increase or decrease in the per annum interest rate on this series of
Securities shall be determined in the manner described above as if either only
one or no Interest Rate Rating Agency provides a rating on this series of
Securities, as the case may be.


 


Each adjustment required by any
decrease or increase in a rating set forth above, whether occasioned by the
action of Moody’s, S&P or any Substitute Rating Agency, shall be made
independent of (and in addition to) any and all other adjustments. In no event
shall (1) the per annum interest rate on this series of Securities be
reduced below the interest rate as set forth on the face of this Security or (2) the
per annum interest rate on this series of Securities exceed 2.00% above the
interest rate set forth on the face of this Security.


 


Any interest rate increase or
decrease described above will take effect on the next business day after the
rating change has occurred.  The Company
shall promptly advise the Trustee of each change in interest rate, change in
rating or the appointment and identity of any Substitute Rating Agency by
Company Notice.  The Trustee shall not be
responsible for determining the interest rate that may be in effect from time
to time.


 


The interest rates on this
series of Securities will permanently cease to be subject to any adjustment
described above (notwithstanding any subsequent decrease in the ratings by any
Interest Rate Rating Agency) if this series of Securities becomes rated “A3”
(or its equivalent) or higher by Moody’s (or any Substitute Rating Agency) and “A-”
(or its equivalent) or higher by S&P (or any Substitute Rating Agency), or
one of those ratings if this series of Securities are rated by only one
Interest Rate Rating Agency, in each case with a stable or positive outlook.


 

















 


Reference is hereby made to the
further provisions of this Security set forth on the reverse hereof, which
further provisions shall for all purposes have the same effect as if set forth
at this place.


 


Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the
reverse hereof by manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.


 


IN WITNESS
WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.


 


Dated: 
March 27, 2009


 


	
   

  	
   

  	
  STAPLES,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 

















 


Dated: March 27,
2009


 


 


This is one of the Securities
of the series designated herein referred to in the Indenture.


 


 


	
   

  	
  HSBC Bank
  USA,

  
	
   

  	
  National
  Association, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  



 

















 


[Reverse of Note]


 


This Security is one of a duly
authorized issue of Securities of the Company designated as its 7.750% Senior
Notes due 2011 (herein called the “Securities”), limited initially (except as
otherwise provided in the Indenture referred to below) in aggregate principal
amount to $500,000,000, issued and to be issued under an Indenture, dated as of
January 15, 2009 (herein called the “Indenture”, which term shall have the
meaning assigned to it in such instrument), among the Company, the Subsidiary
Guarantors named therein, and HSBC Bank USA, National Association, as Trustee
(herein called the “Trustee”, which term includes any successor trustee under
the Indenture).  The Company may, without
the consent of the Holders, create and issue additional Securities (the “Additional
Securities”) ranking equally with the Securities and otherwise similar in all
respects so that the Additional Securities shall be consolidated and form a
single series with the Securities.  The
Company may not issue Additional Securities if an Event of Default shall occur
and be continuing with respect to the Securities.  Reference is hereby made to the Indenture,
all Supplemental Indentures thereto and all Officers’ Certificates setting
forth the terms of Securities of this series pursuant to Section 301 for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Subsidiary Guarantors, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered.


 


In the event of a deposit or
withdrawal of an interest in this Security (including upon an exchange,
transfer, redemption or repurchase of this Security in part only) effected in
accordance with the Applicable Procedures, the Security Registrar, upon receipt
of notice of such event from the Depositary’s custodian for this Security,
shall make an adjustment on its records to reflect an increase or decrease of
the Outstanding principal amount of this Security resulting from such deposit
or withdrawal, as the case may be.


 


The Securities of this series
are redeemable in whole or in part, at the option of the Company at any time or
from time to time, on not less than 30 or more than 60 days’ prior notice
mailed to the Holders of the Securities of this series, at a Redemption Price
equal to the greater of the following amounts:


 


·                  100% of the
principal amount of the Securities of this series being redeemed on the
Redemption Date; and


 


·                  the sum of the
present values of the remaining scheduled payments of principal and interest on
this series of Securities being redeemed on that Redemption Date (not including
any portion of such payments representing interest accrued to the Redemption
Date) discounted to the Redemption Date on a semiannual basis at the Adjusted
Treasury Rate plus 50 basis points, as determined by the Reference Treasury
Dealer,


 


plus, in each case, accrued and unpaid interest thereon to the
Redemption Date.


 

















 


For purposes of the foregoing provisions regarding the Company’s
optional redemption right, the following definitions are applicable:


 


“Adjusted Treasury Rate” means, with
respect to any redemption date applicable to this series of Securities, the
rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.


 


“Comparable Treasury Issue” means, with
respect to this series of Securities, the United States Treasury security
selected by the Reference Treasury Dealer as having a maturity comparable to
the remaining term of those Securities of this series that are to be redeemed
that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of this series of
Securities.


 


“Comparable Treasury Price” means, with
respect to any redemption date applicable to this series of Securities, (A) the
average of the Reference Treasury Dealer Quotations for such redemption date,
after excluding the highest and lowest such Reference Treasury Quotations, or (B) if
the Independent Investment Banker obtains fewer than three such Reference
Treasury Dealer Quotations, the average of all such Reference Treasury Dealer
Quotations, or (C) if only one Reference Treasury Dealer Quotation is
received, such Reference Treasury Dealer Quotation.


 


“Independent Investment Banker” means an
independent investment banker of national standing appointed by the Company.


 


“Reference Treasury Dealer” means (A) Barclays
Capital Inc., Banc of America Securities LLC and HSBC Securities (USA) Inc. and
their respective successors; provided however, that if any of the foregoing
shall cease to be a primary U.S. Government securities dealer in New York City
(a “Primary Treasury Dealer”), we shall substitute therefor another Primary
Treasury Dealer and (B) any other Primary Treasury Dealer selected by us.


 


“Reference Treasury Dealer Quotation”
means, with respect to each Reference Treasury Dealer and any redemption date
for this series of Securities, the average, as determined by the Independent
Investment Banker, of the bid and asked prices for the Comparable Treasury
Issue for this series of Securities (expressed in each case as a percentage of
its principal amount) quoted in writing to the Independent Investment Banker by
such Reference Treasury Dealer at 5:00 p.m. (New York City time) on the
third business day preceding such redemption date.


 


Once notice of redemption is mailed, the Securities called for
redemption will become due and payable on the Redemption Date and at the
applicable redemption price, plus accrued and unpaid interest to the Redemption
Date.  Unless the Company defaults in payment
of the redemption price, on and after the Redemption Date interest will cease
to accrue on the Securities or portions thereof called for redemption.


 
















 


The redemption price will be calculated on the basis of a 360-day year
consisting of twelve 30-day months.  If
fewer than all of the Securities of this series are being redeemed, the Trustee
will select the Securities to be redeemed pro rata, by lot or by any other
method the Trustee in its sole discretion deems fair and appropriate, in
denominations of $2,000 principal amount and integral multiples of $1,000 in
excess thereof.  Upon surrender of any
Security of this series redeemed in part, the Holder of the Security will
receive a new Security equal in principal amount to the unredeemed portion of
the surrendered Security.


 


If a Change of Control Triggering Event (as defined below) occurs,
unless the Company has exercised its right to satisfy and discharge or to
defease this series of Securities prior to maturity as described below, Holders
of this series of Securities will have the right to require the Company to
repurchase all or any part (equal to $2,000 or an integral multiple of $1,000
in excess thereof) of their Securities pursuant to the offer described below (a
“Change of Control Offer”).  In the Change of Control Offer, the Company
will be required to offer payment in cash equal to 101% of the aggregate
principal amount of Securities repurchased plus accrued and unpaid interest, if
any, on the Securities repurchased, to the date of purchase (a “Change of Control Payment”).  Within 30 days following any Change of
Control Triggering Event, the Company will be required to mail a notice to
Holders of this series of Securities describing the transaction or transactions
that constitute the Change of Control Triggering Event and offering to
repurchase the Securities on the date specified in the notice, which date will
be no earlier than 30 days and no later than 60 days from the date such notice
is mailed (a “Change of Control Payment
Date”), pursuant to the procedures required by the Indenture and
described in such notice.  The Company
must comply with the requirements of Rule 14e-1 under the Exchange Act, and
any other securities laws and regulations thereunder to the extent those laws
and regulations are applicable in connection with any repurchase of this series
of Securities as a result of a Change of Control Triggering Event.  To the extent that the provisions of any
securities laws or regulations conflict with the Change of Control provisions
of this series of Securities, the Company will be required to comply with the
applicable securities laws and regulations and will not be deemed to have
breached its obligations under the Change of Control provisions of this series
of Securities by virtue of such conflicts and compliance with law.


 


On the Change of Control Payment Date, the
Company will be required, to the extent lawful, to:


 


·                  accept for
payment all Securities of this series properly tendered pursuant to the Change
of Control Offer;


 


·                  deposit with the
paying agent an amount equal to the Change of Control Payment in respect of all
Securities of this series or portions of Securities of this series properly
tendered; and


 


·                  deliver or cause
to be delivered to the Trustee the Securities of this series properly accepted
together with an Officers’ Certificate stating the 


 

















 


aggregate principal amount of this series of
Securities or portions of this series of Securities being purchased.


 


The Company
will not be required to make a Change of Control Offer upon the occurrence of a
Change of Control Triggering Event if a third party makes such an offer in the
manner, at the times and otherwise in compliance with the requirements for an
offer made by the Company and the third party purchases all Securities of this
series properly tendered and not withdrawn under its offer.  In addition, the Company will not repurchase
any Securities of this series if there has occurred and is continuing on the
Change of Control Payment Date an Event of Default under the Indenture, other
than a default in the payment of the Change of Control Payment upon a Change of
Control Triggering Event.


 


For purposes
of the foregoing provisions of a repurchase at the option of holders upon a
Change of Control Triggering Event, the following definitions are applicable:


 


“Below
Investment Grade Rating Event” means that the rating of this series
of Securities is lowered by at least two of the three Rating Agencies (as
defined below), and such series of Securities is rated below an Investment
Grade Rating by at least two of the Rating Agencies, on any date during the
period commencing 60 days prior to the date of the public notice of an
arrangement that could result in a Change of Control until the end of the
60-day period following public notice of the occurrence of the Change of
Control (which 60-day period shall be extended so long as the rating of this
series of Securities is under publicly announced consideration for possible
downgrade by any of the Rating Agencies).


 


“Change of
Control” means the occurrence of any of the following:  (1) any event (including, without
limitation, any merger or consolidation), the result of which is that any Person
becomes the beneficial owner, directly or indirectly, of more than 50% of the
then outstanding voting stock of the Company, measured by voting power; (2) the
direct or indirect sale, lease, transfer, conveyance or other disposition
(other than (i) by way of merger or consolidation or (ii) to the
Company or one or more direct or indirect Wholly Owned Subsidiaries of the
Company), in one transaction or a series of related transactions, of all or
substantially all of the properties or assets of the Company and its
subsidiaries taken as a whole to one or more Persons; (3) the Company
consolidates with, or merges with or into, any Person, or any Person
consolidates with, or merges with or into, the Company, in any such event
pursuant to a transaction in which any of the outstanding voting stock of the
Company or such other Person is converted into or exchanged for cash,
securities or other property, other than any such transaction where the shares
of the Company’s voting stock outstanding immediately prior to such transaction
constitute, or are converted into or exchanged for, a majority of the voting
stock, measured by voting power, of the resulting or surviving Person (or of
any direct or indirect parent company of the resulting or surviving Person)
immediately after giving effect to such transaction; (4) the first day on
which a majority of the members of the Company’s Board of Directors are not
Continuing Directors; or (5) the adoption of a plan providing for 


 

















 


the liquidation or dissolution of the Company.  Notwithstanding the foregoing, a
transaction  described in clause (1) above
will not be deemed to involve a Change of Control if (1) the Company
becomes a direct or indirect wholly-owned subsidiary of a holding company
(which shall include a parent company) and (2)(A) the direct or indirect
holders of the voting stock of such holding company immediately following that
transaction are substantially the same as, and hold in substantially the same
proportions as, the holders of the Company’s voting stock immediately prior to
that transaction or (B) immediately following that transaction no Person
(other than a holding company satisfying the requirements of this sentence) is
the beneficial owner, directly or indirectly of more than 50% of the then
outstanding voting stock, measured by voting power, of such holding
company.  Following any such transaction,
references in this definition to the Company shall be deemed to refer to such
holding company.  For purposes of this
definition, “voting stock” of any specified Person as of any date means capital
stock of such Person that is at the same time entitled to vote generally in the
election of the board of directors (or comparable governing body) of such
Person.


 


“Change of
Control Triggering Event” means the occurrence of both a Change of
Control and a Below Investment Grade Rating Event.


 


“Continuing
Director” means, as of any date of determination, any member of the
Board of Directors of the Company who (1) was a member of such Board of
Directors on the Issue Date of this series of Securities; or (2) was
nominated for election or elected to such Board of Directors with the approval
of a majority of the Continuing Directors, whether or not directors on the
Issue Date of this series of Securities, who were members of such Board of
Directors at the time of such nomination or election.


 


“Fitch”
means Fitch Ratings.


 


“Investment
Grade Rating” means a rating equal to or higher than BBB-(or the
equivalent) by Fitch, Baa3 (or the equivalent) by Moody’s and BBB- (or the
equivalent) by S&P.


 


“Moody’s”
means Moody’s Investors Services, Inc.


 


“Rating
Agencies” means (1) each of Fitch, Moody’s and S&P; and (2) if
any of Fitch, Moody’s or S&P ceases to rate this series of Securities or
fails to make a rating of this series of Securities publicly available for
reasons outside of the Company’s control, a “nationally recognized statistical
rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under
the Exchange Act selected by the Company (as certified by a Board Resolution of
the Company’s Board of Directors) as a replacement agency for Fitch, Moody’s or
S&P, or all of them, as the case may be.


 


“S&P”
means Standard & Poor’s Ratings Services, a division of The
McGraw-Hill Companies, Inc.


 

















 


The Indenture contains provisions, which will apply to the Securities
of this series, for legal defeasance and covenant defeasance, in each case,
upon compliance with certain conditions set forth in the Indenture.


 


If an Event of Default with respect to Securities of this series shall occur
and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.


 


As provided in the Indenture and subject to certain limitations therein
set forth, the obligations of the Company under the Indenture and this Security
are guaranteed pursuant to Subsidiary Guarantees endorsed hereon as provided in
the Indenture.  Each Holder, by holding
this Security, agrees to all of the terms and provisions of said Subsidiary
Guarantees.  The Indenture provides that
a Subsidiary Guarantor shall be released from its Subsidiary Guarantee upon
compliance with certain conditions.


 


The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the Subsidiary Guarantors and the rights of the Holders of the
Securities of any series under the Indenture at any time by the Company and the
Subsidiary Guarantors and the Trustee with the consent of the Holders of a
majority in aggregate principal amount of the Securities of that or those
series of Securities affected at the time Outstanding.  The Indenture also contains provisions
permitting the Holders of a majority in aggregate principal amount of the
Securities of any series at the time Outstanding, on behalf of the Holders of
all the Securities of such series, to waive compliance by the Company or the
Subsidiary Guarantors with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences.  Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security of such series issued upon
the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.


 


No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.


 


As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Trustee, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized
in writing, and thereupon one or more new Securities, of authorized
denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.


 


The Securities are issuable only in registered form without coupons in
denominations of $2,000 and integral multiples of $1,000 in excess
thereof.  No service 


 

















 


charge shall be made for any such
registration of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith.


 


Prior to due presentment of this Security for registration of transfer,
the Company, the Subsidiary Guarantors, the Trustee and any agent of the
Company, the Subsidiary Guarantors or the Trustee may treat the Person in whose
name this Security is registered as the owner hereof for all purposes, whether
or not this Security be overdue, and neither the Company, the Subsidiary
Guarantors or the Trustee nor any such agent shall be affected by notice to the
contrary.


 


Upon execution of the certificate of authentication hereon by the
Trustee, this Security shall be entitled to the benefits under the Indenture.


 


All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.


 


THE INDENTURE, THIS SECURITY AND THE SUBSIDIARY GUARANTEE ENDORSED
HEREON SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.


 
















 


SUBSIDIARY GUARANTEE


 


For value received, each of the Subsidiary Guarantors named below
hereby jointly and severally fully and unconditionally guarantees to the Holder
of the Security upon which this Subsidiary Guarantee is endorsed, and to the
Trustee on behalf of such Holder, pursuant to the Indenture and to the Trustee
and its successors and assigns, regardless of the validity and enforceability
of the Indenture, the Securities or the obligations of the Company under the
Indenture or the Securities, that:


 


(i)            the
principal of and interest on the Securities will be promptly paid in full when
due, whether at maturity, by acceleration or otherwise, and interest on the
overdue principal of and interest on the Securities, to the extent lawful, and
all other payment obligations of the Company to the Holders or the Trustee
thereunder, under the Indenture will be promptly paid in full, all in
accordance with the terms thereof, of the Indenture; and


 


(ii)           in
case of any extension of time for payment or renewal of any Securities, that
the same will be promptly paid in full when due in accordance with the terms of
the extension or renewal, whether at stated maturity, by acceleration or
otherwise.


 


Notwithstanding the foregoing, in the event that this Subsidiary Guarantee
would constitute or result in a violation of any applicable fraudulent
conveyance or similar law of any relevant jurisdiction, the liability of each
Subsidiary Guarantor under the Indenture and its Subsidiary Guarantee shall be
reduced to the maximum amount permissible under such fraudulent conveyance or
similar law.


 


If the Company shall default in the due and punctual payment of any
obligation under the Indenture guaranteed by the Subsidiary Guarantors,
including under the Securities of this series, without the necessity of action
by the Trustee or any Holder of Securities, the Subsidiary Guarantor will
promptly and fully make such payments in the same manner as required to have
been made by the Company.


 


To the extent permitted by law, the obligations of each Subsidiary
Guarantor hereunder shall be continuing, absolute and unconditional, and shall
not be impaired, modified, released or limited by any occurrence or condition
whatsoever, including, without limitation, (i) any compromise, settlement,
release, waiver, renewal, extension, indulgence or modification of, or any
change in, any of the obligations and liabilities (A) of the Company
contained in any Securities guaranteed by the Subsidiary Guarantors, including
the Securities to which this Subsidiary Guarantee is affixed, or the Indenture
or (B) of any other Subsidiary Guarantor, (ii) any impairment,
modification, release or limitation of the liability of the Company or of any
other Subsidiary Guarantor in bankruptcy, or any remedy for the enforcement
thereof, resulting from the operation of any present or future provision of any
applicable federal or state bankruptcy, insolvency, reorganization or other
similar laws or from the decision of any court, (iii) the assertion or
exercise by the Company, any other Subsidiary Guarantor, or the Trustee of any
rights or remedies under any Securities guaranteed by the Subsidiary
Guarantors, including the 


 

















 


Securities to which this Subsidiary Guarantee
is affixed, or the Indenture or their delay in or failure to assert or exercise
any such rights or remedies, (iv) the voluntary or involuntary
liquidation, dissolution, sale or other disposition of all or substantially all
of the assets, marshaling of assets and liabilities, receivership, insolvency,
bankruptcy, assignment for the benefit of creditors, reorganization,
arrangement, composition or readjustment of, or other similar proceeding
affecting, the Company or any other Subsidiary Guarantor or any of their
assets, or the disaffirmance of the Indenture or the Securities in any such
proceeding, (v) the release or discharge of the Company or any other
Subsidiary Guarantor from the performance or observance of any agreement,
covenant, term or condition contained in any of such instruments by operation
of law, (vi) the unenforceability of any Securities guaranteed by the
Subsidiary Guarantors, including the Securities to which this Subsidiary
Guarantee is affixed, or the Indenture or (vii) any other circumstance
which might otherwise constitute a legal or equitable discharge of a surety or
guarantor.


 


Each Subsidiary Guarantor hereby (i) waives diligence,
presentment, demand for payment, filing of claims with a court in the event of
the merger or bankruptcy of the Company, any right to require a proceeding
first against the Company or to realize on any collateral, protest, notice and
all demands whatsoever with respect to the payment obligations of the Company
under the Indenture, (ii) agrees that its obligations hereunder constitute
a guarantee of payment and not of collection and are not in any way conditional
or contingent upon any attempt to collect from or enforce against the Company
or upon any other condition or contingency, (iii) acknowledges that any
agreement, instrument or document evidencing the obligations of the Company
under the Indenture may be transferred and that the benefit of its obligations
hereunder shall extend to each holder of any agreement, instrument or document
evidencing such obligations without notice to them and (iv) covenants
that, except as provided in Article Eight and Section 1203 of the
Indenture with respect to the release of Subsidiary Guarantors, its Subsidiary
Guarantee will not be discharged except by complete performance of the payment
obligations under each series of Securities guaranteed by the Subsidiary
Guarantors, including the Securities to which this Subsidiary Guarantee is
affixed, and the Indenture.


 


Each Subsidiary Guarantor further agrees that if at any time all or any
part of any payment therefore applied by any person to any payment obligation
in respect of any series of Securities guaranteed by the Subsidiary Guarantors
including the Securities to which this Subsidiary Guarantee is affixed, is, or
must be, rescinded or returned for any reason whatsoever, including, without
limitation, the insolvency, bankruptcy or reorganization of the Company or any
other Subsidiary Guarantor, such obligation shall for the purposes of the
Subsidiary Guarantee, to the extent that such payment is or must be rescinded
or returned, be deemed to have continued in existence notwithstanding such
application, and the Subsidiary Guarantee shall continue to be effective or be
reinstated, as the case may be, as to such payment obligation as though such
application had not been made.


 


Each Subsidiary Guarantor shall, to the extent of any payment made by
it pursuant to the Indenture, be subrogated to all rights of the Trustee and
the Holders of


 

















 


Securities guaranteed by the Subsidiary
Guarantors, including the Securities to which this Subsidiary Guarantee is
affixed, as to all payments and damages payable by the Company with respect to
which payments have been made by such Subsidiary Guarantor, but, so long as any
payment obligation remains outstanding, such right of subrogation on the part of
such Subsidiary Guarantor shall be subject to the payment in full or discharge
of all such payment obligations.


 


Each of the Subsidiary Guarantors shall have the right to seek
contribution from any other non-paying Subsidiary Guarantor so long as the
exercise of such right does not impair the rights of the Holders or the Trustee
under the Subsidiary Guarantees made pursuant to the Indenture.


 


The Subsidiary Guarantors or any particular Subsidiary Guarantor shall
be released from this Subsidiary Guarantee upon the terms and subject to
certain conditions provided in the Indenture.


 


Upon any consolidation of the Company with, or merger of the Company
into, any other Person or any transfer, conveyance, sale or other disposition
of the properties and assets of the Company substantially as an entirety in
accordance with Section 801 of the Indenture, each Subsidiary Guarantor
agrees to reaffirm its duties under this Subsidiary Guarantee, and in the event
of any such merger, sale, transfer, consolidation, conveyance or other
disposition by any Subsidiary Guarantor, except as provided in the Indenture,
each remaining Subsidiary Guarantor or the surviving entity, as the case may
be, agrees to reaffirm the duties and covenants of such Subsidiary Guarantor
under this Subsidiary Guarantee.


 


By delivery of a Supplemental Indenture to the Trustee in accordance
with the terms of the Indenture, each Person that becomes a Subsidiary
Guarantor after the date of the Indenture will be deemed to have executed and
delivered this Subsidiary Guarantee for the benefit of the Holder of the
Security upon which this Subsidiary Guarantee is endorsed with the same effect
as if such Subsidiary Guarantor was named below and has executed and delivered
this Subsidiary Guarantee.


 


All terms used in this Subsidiary Guarantee which are defined in the
Indenture referred to in the Security upon which this Subsidiary Guarantee is
endorsed shall have the meanings assigned to them in such Indenture.


 


This Subsidiary Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Security upon which this
Subsidiary Guarantee is endorsed shall have been executed by the Trustee under
the Indenture by manual signature.


 


Reference is made to the Indenture for further provisions with respect
to this Subsidiary Guarantee.


 


THIS SUBSIDIARY GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 

















 


IN WITNESS WHEREOF, each of the Subsidiary
Guarantors has caused this Subsidiary Guarantee to be duly executed.


 


 


	
   

  	
  STAPLES THE OFFICE SUPERSTORE, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STAPLES THE OFFICE SUPERSTORE EAST, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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  STAPLES CONTRACT & COMMERCIAL,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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  Name:

  
	
   

  	
   

  	
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  STAPLES THE OFFICE SUPERSTORE, LIMITED
  PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  BY STAPLES INC., ITS GENERAL PARTNER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
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