Exhibit 4.2


 


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.


 


9.750%
Senior Notes Due January 15, 2014


 


CUSIP NO. 855030AJ1


 


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 January 15,
2014, and, subject to adjustment as hereinafter provided, to pay interest
thereon from January 15, 2009 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semi-annually on January 15
and July 15 in each year commencing July 15, 2009 at the rate of
9.750% 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 January 1 or July 1 (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:
  January 15, 2009

  	
   

  
	
   

  	
  STAPLES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
				



 

















 


Dated: January 15, 2009


 


 


This is one of the Securities of the series designed 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 9.750%
Senior Notes due 2014 (herein called the “Securities”), limited initially
(except as otherwise provided in the Indenture referred to below) in aggregate
principal amount to $1,500,000,000, 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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STAPLES THE OFFICE SUPERSTORE EAST,

  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STAPLES CONTRACT & COMMERCIAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STAPLES THE OFFICE SUPERSTORE, LIMITED

  PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  BY STAPLES INC., ITS GENERAL PARTNER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: