Exhibit 4.1




	
   

  	
   

  	
   

  






 


STAPLES, INC.,


 


AS ISSUER,


 


and


 


THE SUBSIDIARY GUARANTORS NAMED HEREIN,


 


AS SUBSIDIARY GUARANTORS,


 


and


 


HSBC Bank USA, National Association,


 


AS TRUSTEE


 






 


Indenture


 


Dated as of January 15, 2009


 






 


Senior Debt Securities


 




	
   

  	
   

  	
   

  






 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  PAGE

  
	
   

  	
   

  
	
  Parties

  	
  1

  
	
  Recitals of the Company
  and the Subsidiary Guarantors

  	
  1

  
	
   

  	
   

  
	
  ARTICLE ONE

  
	
   

  	
   

  
	
  Definitions and Other
  Provisions of General Application

  
	
   

  
	
  SECTION 101.

  	
  DEFINITIONS

  	
  1

  
	
  “Act”

  	
   

  	
  2

  
	
  “Additional Securities”

  	
   

  	
  2

  
	
  “Affiliate”

  	
   

  	
  2

  
	
  “Agent Member”

  	
   

  	
  2

  
	
  “Applicable Procedures”

  	
   

  	
  2

  
	
  “Attributable Value”

  	
   

  	
  2

  
	
  “Authenticating Agent”

  	
   

  	
  2

  
	
  “Bankruptcy Law”

  	
   

  	
  2

  
	
  “Board of Directors”

  	
   

  	
  3

  
	
  “Board Resolution”

  	
   

  	
  3

  
	
  “Business Day”

  	
   

  	
  3

  
	
  “Commercial Paper Program”

  	
   

  	
  3

  
	
  “Company”

  	
   

  	
  3

  
	
  “Company Request” or “Company
  Order”

  	
   

  	
  3

  
	
  “Consolidated Net Tangible Assets”

  	
   

  	
  3

  
	
  “Corporate Trust Office”

  	
   

  	
  4

  
	
  “corporation”

  	
   

  	
  4

  
	
  “Default”

  	
   

  	
  4

  
	
  “Defaulted Interest”

  	
   

  	
  4

  
	
  “Depositary”

  	
   

  	
  4

  
	
  “dollar” and “$”

  	
   

  	
  4

  
	
  “DTC”

  	
   

  	
  4

  
	
  “Event of Default”

  	
   

  	
  4

  
	
  “Exchange Act”

  	
   

  	
  4

  
	
  “Expiration Date”

  	
   

  	
  4

  
	
  “GAAP”

  	
   

  	
  4

  
	
  “Global Security”

  	
   

  	
  4

  
	
  “Holder”

  	
   

  	
  4

  
	
  “Indebtedness”

  	
   

  	
  4

  
	
  “Indenture”

  	
   

  	
  5

  
	
  “Interest Payment Date”

  	
   

  	
  5

  
	
  “Issue Date”

  	
   

  	
  5

  
	
  “Lien”

  	
   

  	
  5

  
	
  “Maturity”

  	
   

  	
  5

  
				



 


Note:  This table of contents
shall not, for any purpose, be deemed to be a part of the Indenture.


 


i

















 


	
  “Net Available Proceeds”

  	
   

  	
  5

  
	
  “Notice of Default”

  	
   

  	
  6

  
	
  “Officers’ Certificate”

  	
   

  	
  6

  
	
  “Opinion of Counsel”

  	
   

  	
  6

  
	
  “Outstanding”

  	
   

  	
  6

  
	
  “Participant”

  	
   

  	
  7

  
	
  “Paying Agent”

  	
   

  	
  7

  
	
  “Person”

  	
   

  	
  7

  
	
  “Predecessor Security”

  	
   

  	
  7

  
	
  “Principal Property”

  	
   

  	
  7

  
	
  “Principal Subsidiary”

  	
   

  	
  7

  
	
  “Publicly Issued Debt Securities”

  	
   

  	
  7

  
	
  “Redemption Date”

  	
   

  	
  8

  
	
  “Redemption Price”

  	
   

  	
  8

  
	
  “Regular Record Date”

  	
   

  	
  8

  
	
  “Responsible Officer”

  	
   

  	
  8

  
	
  “Sale and Lease-Back Transaction”

  	
   

  	
  8

  
	
  “Securities”

  	
   

  	
  8

  
	
  “Securities Act”

  	
   

  	
  8

  
	
  “Security Register” and “Security
  Registrar”

  	
   

  	
  8

  
	
  “Senior Credit Facility”

  	
   

  	
  9

  
	
  “Special Record Date”

  	
   

  	
  9

  
	
  “Stated Maturity”

  	
   

  	
  9

  
	
  “Subsidiary”

  	
   

  	
  9

  
	
  “Subsidiary Guarantees”

  	
   

  	
  9

  
	
  “Subsidiary Guarantors”

  	
   

  	
  9

  
	
  “Successor Security”

  	
   

  	
  9

  
	
  “Supplemental Indenture”

  	
   

  	
  10

  
	
  “Trust Indenture Act”

  	
   

  	
  10

  
	
  “Trustee”

  	
   

  	
  10

  
	
  “United States”

  	
   

  	
  10

  
	
  “U.S. Government Obligations”

  	
   

  	
  10

  
	
  “Vice President”

  	
   

  	
  10

  
	
  “Voting Stock”

  	
   

  	
  10

  
	
  “Wholly Owned”

  	
  11

  
	
  SECTION 102.

  	
  COMPLIANCE CERTIFICATES AND OPINIONS

  	
  11

  
	
  SECTION 103.

  	
  FORM OF DOCUMENTS DELIVERED TO TRUSTEE

  	
  11

  
	
  SECTION 104.

  	
  ACTS OF HOLDERS; RECORD DATES

  	
  12

  
	
  SECTION 105.

  	
  NOTICES, ETC., TO TRUSTEE, COMPANY AND SUBSIDIARY
  GUARANTORS

  	
  14

  
	
  SECTION 106.

  	
  NOTICE TO HOLDERS; WAIVER

  	
  15

  
	
  SECTION 107.

  	
  CONFLICT WITH TRUST INDENTURE ACT

  	
  15

  
	
  SECTION 108.

  	
  EFFECT OF HEADINGS AND TABLE OF CONTENTS

  	
  15

  
	
  SECTION 109.

  	
  SUCCESSORS AND ASSIGNS

  	
  15

  
	
  SECTION 110.

  	
  SEPARABILITY CLAUSE

  	
  16

  
				



 


Note:  This table of contents
shall not, for any purpose, be deemed to be a part of the Indenture.


 


ii

















 


	
  SECTION 111.

  	
  BENEFITS OF INDENTURE

  	
  16

  
	
  SECTION 112.

  	
  GOVERNING LAW

  	
  16

  
	
  SECTION 113.

  	
  LEGAL HOLIDAYS

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE TWO

  
	
   

  	
   

  	
   

  
	
  Security Forms

  



 


	
  SECTION 201.

  	
  FORMS GENERALLY

  	
  16

  
	
  SECTION 202.

  	
  FORM OF FACE OF SECURITY

  	
  17

  
	
  SECTION 203.

  	
  FORM OF REVERSE OF SECURITY

  	
  18

  
	
  SECTION 204.

  	
  ADDITIONAL PROVISIONS REQUIRED IN GLOBAL SECURITY

  	
  21

  
	
  SECTION 205.

  	
  FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION

  	
  21

  
	
  SECTION 206.

  	
  FORM OF SUBSIDIARY GUARANTEE

  	
  22

  
	
   

  	
   

  	
   

  
	
  ARTICLE THREE

  
	
   

  	
   

  	
   

  
	
  The Securities

  



 


	
  SECTION 301.

  	
  TITLE AND TERMS

  	
  25

  
	
  SECTION 302.

  	
  DENOMINATIONS

  	
  28

  
	
  SECTION 303.

  	
  EXECUTION, AUTHENTICATION, DELIVERY AND DATING

  	
  28

  
	
  SECTION 304.

  	
  TEMPORARY SECURITIES

  	
  29

  
	
  SECTION 305.

  	
  REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE

  	
  30

  
	
  SECTION 306.

  	
  MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES

  	
  33

  
	
  SECTION 307.

  	
  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED

  	
  34

  
	
  SECTION 308.

  	
  PERSONS DEEMED OWNERS

  	
  35

  
	
  SECTION 309.

  	
  CANCELLATION

  	
  35

  
	
  SECTION 310.

  	
  COMPUTATION OF INTEREST

  	
  35

  
	
  SECTION 311.

  	
  CUSIP/COMMON CODE/ISIN NUMBER

  	
  35

  
	
  SECTION 312.

  	
  BOOK-ENTRY ONLY SYSTEM

  	
  36

  
	
   

  	
   

  	
   

  
	
  ARTICLE FOUR

  
	
   

  	
   

  	
   

  
	
  Satisfaction and
  Discharge

  



 


	
  SECTION 401.

  	
  SATISFACTION AND DISCHARGE OF INDENTURE

  	
  36

  
	
  SECTION 402.

  	
  APPLICATION OF TRUST MONEY

  	
  37

  
	
  SECTION 403.

  	
  OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT
  DEFEASANCE

  	
  37

  
	
  SECTION 404.

  	
  LEGAL DEFEASANCE AND
  DISCHARGE

  	
  38

  



 


Note:  This table of contents
shall not, for any purpose, be deemed to be a part of the Indenture.


 


iii

















 


	
  SECTION 405.

  	
  COVENANT DEFEASANCE

  	
  38

  
	
  SECTION 406.

  	
  CONDITIONS TO LEGAL OR
  COVENANT DEFEASANCE

  	
  39

  
	
  SECTION 407.

  	
  DEPOSITED MONEY AND U.S.
  GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS

  	
  40

  
	
  SECTION 408.

  	
  REPAYMENT TO THE COMPANY

  	
  41

  
	
  SECTION 409.

  	
  REINSTATEMENT

  	
  41

  
	
   

  	
   

  	
   

  
	
  ARTICLE FIVE

  
	
   

  	
   

  	
   

  
	
  Default and Remedies

  
	
   

  
	
  SECTION 501.

  	
  EVENTS OF DEFAULT

  	
  42

  
	
  SECTION 502.

  	
  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT

  	
  43

  
	
  SECTION 503.

  	
  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT
  BY TRUSTEE

  	
  44

  
	
  SECTION 504.

  	
  TRUSTEE MAY FILE PROOFS OF CLAIM

  	
  45

  
	
  SECTION 505.

  	
  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION
  OF SECURITIES OR SUBSIDIARY GUARANTEES

  	
  45

  
	
  SECTION 506.

  	
  APPLICATION OF MONEY COLLECTED

  	
  46

  
	
  SECTION 507.

  	
  LIMITATION ON SUITS

  	
  46

  
	
  SECTION 508.

  	
  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
  PREMIUM AND INTEREST

  	
  47

  
	
  SECTION 509.

  	
  RESTORATION OF RIGHTS AND REMEDIES

  	
  47

  
	
  SECTION 510.

  	
  RIGHTS AND REMEDIES CUMULATIVE

  	
  47

  
	
  SECTION 511.

  	
  DELAY OR OMISSION NOT WAIVER

  	
  48

  
	
  SECTION 512.

  	
  CONTROL BY HOLDERS

  	
  48

  
	
  SECTION 513.

  	
  WAIVER OF PAST DEFAULTS

  	
  48

  
	
  SECTION 514.

  	
  UNDERTAKING FOR COSTS

  	
  49

  
	
  SECTION 515.

  	
  WAIVER OF STAY OR EXTENSION LAWS

  	
  49

  
	
   

  	
   

  	
   

  
	
  ARTICLE SIX

  
	
   

  	
   

  	
   

  
	
  The Trustee

  
	
   

  
	
  SECTION 601.

  	
  CERTAIN DUTIES AND RESPONSIBILITIES OF THE TRUSTEE

  	
  49

  
	
  SECTION 602.

  	
  NOTICE OF DEFAULTS

  	
  50

  
	
  SECTION 603.

  	
  CERTAIN RIGHTS OF TRUSTEE

  	
  50

  
	
  SECTION 604.

  	
  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
  SECURITIES

  	
  51

  
	
  SECTION 605.

  	
  MAY HOLD SECURITIES

  	
  52

  
	
  SECTION 606.

  	
  MONEY HELD IN TRUST

  	
  52

  



 


Note:  This table of contents
shall not, for any purpose, be deemed to be a part of the Indenture.


 


iv

















 


	
  SECTION 607.

  	
  COMPENSATION AND REIMBURSEMENT

  	
  52

  
	
  SECTION 608.

  	
  DISQUALIFICATION; CONFLICTING INTERESTS

  	
  53

  
	
  SECTION 609.

  	
  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY

  	
  53

  
	
  SECTION 610.

  	
  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR

  	
  53

  
	
  SECTION 611.

  	
  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR

  	
  55

  
	
  SECTION 612.

  	
  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
  BUSINESS

  	
  55

  
	
  SECTION 613.

  	
  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY
  AND SUBSIDIARY GUARANTORS

  	
  56

  
	
  SECTION 614.

  	
  APPOINTMENT OF AUTHENTICATING AGENT

  	
  56

  
	
   

  	
   

  	
   

  
	
  ARTICLE SEVEN

  
	
   

  	
   

  	
   

  
	
  Holders’ Lists and
  Reports by Trustee and Company

  
	
   

  
	
  SECTION 701.

  	
  COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
  HOLDERS

  	
  58

  
	
  SECTION 702.

  	
  PRESERVATION OF INFORMATION; COMMUNICATIONS TO
  HOLDERS

  	
  58

  
	
  SECTION 703.

  	
  REPORTS BY TRUSTEE

  	
  58

  
	
  SECTION 704.

  	
  REPORTS BY COMPANY

  	
  59

  
	
   

  	
   

  	
   

  
	
  ARTICLE EIGHT

  
	
   

  	
   

  	
   

  
	
  Consolidation, Merger,
  Conveyance, Transfer or Lease

  
	
   

  
	
  SECTION 801.

  	
  COMPANY AND SUBSIDIARY GUARANTORS
  MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS

  	
  59

  
	
  SECTION 802.

  	
  SUCCESSOR SUBSTITUTED

  	
  60

  
	
   

  	
   

  	
   

  
	
  ARTICLE NINE

  
	
   

  	
   

  	
   

  
	
  Supplemental Indentures

  
	
   

  
	
  SECTION 901.

  	
  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS

  	
  61

  
	
  SECTION 902.

  	
  SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS

  	
  62

  
	
  SECTION 903.

  	
  EXECUTION OF SUPPLEMENTAL INDENTURES

  	
  63

  
	
  SECTION 904.

  	
  EFFECT OF SUPPLEMENTAL INDENTURES

  	
  64

  
	
  SECTION 905.

  	
  CONFORMITY WITH TRUST INDENTURE ACT

  	
  64

  
	
  SECTION 906.

  	
  REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES

  	
  64

  



 


Note:  This table of contents
shall not, for any purpose, be deemed to be a part of the Indenture.


 


v

















 


	
  ARTICLE TEN

  
	
   

  	
   

  	
   

  
	
  Covenants

  
	
   

  
	
  SECTION 1001.

  	
  PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST

  	
  64

  
	
  SECTION 1002.

  	
  MAINTENANCE OF OFFICE OR AGENCY

  	
  64

  
	
  SECTION 1003.

  	
  MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST

  	
  65

  
	
  SECTION 1004.

  	
  EXISTENCE

  	
  66

  
	
  SECTION 1005.

  	
  LIMITATION ON LIENS

  	
  66

  
	
  SECTION 1006.

  	
  LIMITATION ON SALE AND LEASE-BACK TRANSACTIONS

  	
  68

  
	
  SECTION 1007.

  	
  STATEMENT BY OFFICERS AS TO DEFAULT; COMPLIANCE
  CERTIFICATES

  	
  69

  
	
  SECTION 1008.

  	
  WAIVER OF CERTAIN COVENANTS

  	
  69

  
	
   

  	
   

  	
   

  
	
  ARTICLE ELEVEN

  
	
   

  	
   

  	
   

  
	
  Redemption of
  Securities

  
	
   

  
	
  SECTION 1101.

  	
  APPLICABILITY OF ARTICLE

  	
  70

  
	
  SECTION 1102.

  	
  ELECTION TO REDEEM; NOTICE TO TRUSTEE

  	
  70

  
	
  SECTION 1103.

  	
  SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED

  	
  70

  
	
  SECTION 1104.

  	
  NOTICE OF REDEMPTION

  	
  71

  
	
  SECTION 1105.

  	
  SECURITIES PAYABLE ON REDEMPTION DATE

  	
  72

  
	
  SECTION 1106.

  	
  SECURITIES REDEEMED IN PART

  	
  72

  
	
   

  	
   

  	
   

  
	
  ARTICLE TWELVE

  
	
   

  	
   

  	
   

  
	
  Subsidiary Guarantee

  
	
   

  	
   

  	
   

  
	
  SECTION 1201.

  	
  SUBSIDIARY GUARANTEE

  	
  72

  
	
  SECTION 1202.

  	
  EXECUTION AND DELIVERY OF SUBSIDIARY GUARANTEES

  	
  75

  
	
  SECTION 1203.

  	
  RELEASE OF SUBSIDIARY GUARANTORS

  	
  75

  
	
   

  	
   

  	
   

  
	
  ARTICLE THIRTEEN

  
	
   

  	
   

  	
   

  
	
  Meetings of Holders of
  Securities

  
	
   

  	
   

  	
   

  
	
  SECTION 1301.

  	
  PURPOSES FOR WHICH MEETINGS MAY BE CALLED

  	
  76

  
	
  SECTION 1302.

  	
  CALL, NOTICE AND PLACE OF MEETINGS

  	
  76

  
	
  SECTION 1303.

  	
  PERSONS ENTITLED TO VOTE AT MEETINGS

  	
  77

  
	
  SECTION 1304.

  	
  QUORUM; ACTION

  	
  77

  
	
  SECTION 1305.

  	
  DETERMINATION OF VOTING RIGHTS; CONDUCT AND
  ADJOURNMENT OF MEETINGS

  	
  78

  



 


Note:  This table of contents
shall not, for any purpose, be deemed to be a part of the Indenture.


 


vi

















 


	
  SECTION 1306.

  	
  COUNTING VOTES AND RECORDING ACTION OF MEETINGS

  	
  79

  



 


Note:  This table of contents
shall not, for any purpose, be deemed to be a part of the Indenture.


 


vii
















 


INDENTURE, dated as of January 15, 2009, among Staples, Inc.,
a corporation duly organized and existing under the laws of Delaware (herein
called the “Company”), having its principal office at 500 Staples Drive,
Framingham, Massachusetts 01702, each of the Subsidiary Guarantors (as
hereinafter defined) and HSBC Bank USA, National Association, a national banking association duly organized and existing
under the laws of the United States, as Trustee (herein called the “Trustee”).


 


RECITALS OF THE COMPANY AND THE SUBSIDIARY
GUARANTORS


 


The Company deems it necessary from time to
time to issue its unsecured notes, debentures, bonds and other evidences of
indebtedness that shall be issued in one or more series (hereinafter called the
“Securities”) as hereinafter set forth. 
To provide for the issuance and governance of the Securities, the
Company has duly authorized the execution and delivery of this Indenture.  The Company has taken all actions necessary
to make this Indenture a valid agreement of the Company.


 


The Company and the Subsidiary Guarantors are
members of the same consolidated group of companies and are engaged in related
businesses; the Subsidiary Guarantors will derive direct and indirect economic
benefit from the issuance of the Securities; accordingly, each Subsidiary
Guarantor has duly authorized the execution and delivery of this Indenture to
provide for its full, unconditional, irrevocable and joint and several
guarantee of the Securities.


 


For and in consideration of the premises set
forth in this Indenture and the purchase of the Securities by the Holders
thereof, the Company, the Subsidiary Guarantors and the Trustee mutually
covenant and agree for the equal and proportionate benefit of all Holders of
the Securities and of any series thereof, as follows:


 


ARTICLE ONE


 


Definitions and Other Provisions of General Application


 


SECTION 101.                                            DEFINITIONS.


 


For all purposes of this
Indenture, except as otherwise expressly provided or unless the context
otherwise requires:


 


(1)                                  the terms defined in this Article have
the meanings assigned to them in this Article and include the plural as
well as the singular;


 


(2)                                  all accounting terms not
otherwise defined herein have the meanings assigned to them in accordance with
GAAP;


 


(3)                                  unless the context otherwise
requires, any reference to an “Article” or a “Section” refers to an Article or
Section of this Indenture, as the case may be;


 


1

















 


(4)                                  unless the context otherwise
requires, any reference to a statute, rule or regulation refers to the
same (including any successor statute, rule or regulation thereto) as it
may be amended from time to time; and


 


(5)                                  the words “herein”, “hereof”
and “hereunder” and other words of similar import refer to this Indenture as a
whole and not to any particular Article, Section or other subdivision.


 


“Act”, when used with
respect to any Holder, has the meaning specified in Section 104.


 


“Additional Securities” has
the meaning set forth in the form of the Securities contained in Section 203.


 


“Affiliate” of any Person
means any other Person directly or indirectly controlling or controlled by or
under direct or indirect common control with such Person.  For the purposes of this definition, “control”
when used with respect to any Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms “controlling”
and “controlled” have meanings correlative to the foregoing.


 


“Agent Member” means any
member of, or participant in, DTC.


 


“Applicable Procedures”
means, with respect to any transfer or transaction involving a Global Security
or beneficial interest therein, the rules and procedures of DTC applicable
to such transaction and as in effect from time to time.


 


“Attributable Value” in
respect of any Sale and Lease-Back Transaction means, as of the time of
determination, the lesser of (i) the sale price of the Principal Property
so leased multiplied by a fraction the numerator of which is the remaining
portion of the base term of the lease included in such Sale and Lease-Back
Transaction and the denominator of which is the base term of such lease, and (ii) the
total obligation (discounted to the weighted average interest rate borne by all
Securities then Outstanding at the time of determination compounded quarterly)
of the lessee for rental payments (other than amounts required to be paid on
account of property taxes as well as maintenance, repairs, insurance, water rates
and other items which do not constitute payments for property rights) during
the remaining portion of the base term of the lease included in such Sale and
Lease-Back Transaction.


 


“Authenticating Agent” means
any Person authorized by the Trustee pursuant to Section 614 to act on
behalf of the Trustee to authenticate Securities.


 


“Bankruptcy Law” means,
Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter
in effect, or any successor statute or any other United States federal, state
or local law or law of any other jurisdiction relating to bankruptcy,
insolvency, winding up, liquidation, reorganization or relief of debtors,
whether in effect on the date hereof or hereafter.


 


2

















 


“Board of Directors” means,
with respect to the Company, either the board of directors of the Company or
any committee of that board duly authorized to act for it in respect hereof,
and with respect to any Subsidiary Guarantor, either the board of directors of
such Subsidiary Guarantor (or any equivalent governance structure maintained by
such Subsidiary Guarantor) or any committee of that board duly authorized to
act for it in respect hereof.


 


“Board Resolution” means,
with respect to the Company or a Subsidiary Guarantor, a copy of a resolution
certified by the Secretary or an Assistant Secretary of the Company or such
Subsidiary Guarantor, as the case may be, to have been duly adopted by its
Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.


 


“Business Day” means, with
respect to any particular place, each Monday, Tuesday, Wednesday, Thursday and
Friday, other than any such day on which banking institutions in The City of
New York, New York are authorized or obligated by law or executive order to
close and with respect to any due date for the payment of principal or interest
in respect of any Security, a day on which commercial banking institutions are
open for general business in the place of presentation.


 


“Commercial Paper Program” means the commercial paper program of
the Company, as to which Barclays Capital Inc. as assignee of Lehman Brothers
Inc., Banc of America Securities LLC and J.P. Morgan Securities Inc. act as
dealers pursuant to the terms and conditions of their respective Commercial
Paper Dealer Agreements with the Company, dated as of August 6, 2008, in
the case of Barclays Capital Inc. and Banc of America Securities LLC, and September 19,
2008, in the case of J.P. Morgan Securities, Inc., together with the
documents related thereto, including any guarantees and security documents, as
such program or documents may be amended, extended, renewed, restated,
supplemented or replaced by one or more commercial paper programs, debt
instruments and/or related documentation, or otherwise modified, in whole or in
part, and without limitation as to amount outstanding or committed, maturity,
terms, conditions, covenants and other provisions, from time to time.


 


“Company” means the Person
named as the “Company” in the first paragraph of this instrument until a
successor Person shall have become such pursuant to the applicable provisions
of this Indenture, and thereafter “Company” shall mean such successor Person.


 


“Company Request” or “Company Order” means a
written request or order signed in the name of the Company by its Chief
Executive Officer or Chief Financial Officer, its President or a Vice
President, and by its Treasurer, an Assistant Treasurer, its Secretary or an
Assistant Secretary, and delivered to the Trustee.


 


“Consolidated Net Tangible
Assets” of the Company means the aggregate amount of assets (less applicable
reserves and other properly deductible items) after deducting therefrom (a) all
current liabilities (excluding any notes and loans payable, current maturities
of long-term debt and current maturities of obligations under capital 


 


3

















 


leases) and (b) all goodwill, trade names, patents, unamortized
debt discount and expense and any other like intangibles, all as set forth on
the most recent consolidated balance sheet of the Company and computed in
accordance with GAAP.


 


“Corporate Trust Office”
means the principal office of the Trustee at which at any particular time its
corporate trust business shall be administered, which office at the date of the
execution of this Indenture is located at 10 East 40th Street, 14th Floor, New York, NY 10016, Attention:  Corporate Trust and Loan Agency, or at any
other time at such other address as the Trustee may designate from time to time
by notice to the Holders.


 


“corporation” means a
corporation, association, company, joint stock company, limited liability
company, partnership or business trust.


 


“Default” means any event
which is, or after notice or passage of time or both would be, an Event of
Default.


 


“Defaulted Interest” has the
meaning specified in Section 307.


 


“Depositary” means, with
respect to any Security, a clearing agency which is registered as such under
the Exchange Act and is designated by the Company to act as Depositary for such
Security (or any successor clearing agency as registered).


 


“dollar” and “$” means the lawful currency
of the United States of America.


 


“DTC” means The Depository
Trust Company, a New York corporation.


 


“Event of Default” has the
meaning specified in Section 501.


 


“Exchange Act” means the
Securities Exchange Act of 1934 (including any successor act thereto), as it
may be amended from time to time, and (unless the context otherwise requires)
includes the rules and regulations of the Commission promulgated
thereunder.


 


“Expiration Date” has the
meaning specified in Section 104.


 


“GAAP” means generally
accepted accounting principles in the United States consistently applied as in
effect on the date of this Indenture.


 


“Global Security” means a
Security that is registered in the Security Register in the name of a
Depositary or a nominee thereof.


 


“Holder” means, with respect
to any Security, a Person in whose name such Security is registered in the
Security Register.


 


“Indebtedness” of any Person
means (without duplication), with respect to any Person, (i) every
obligation 


 


4

















 


of such Person for money borrowed, (ii) every obligation of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii) every
reimbursement obligation of such Person with respect to letters of credit,
bankers’ acceptances or similar facilities issued for the account of such
Person and (iv) every obligation of the type referred to in clauses (i) through
(iii) of another Person the payment of which such Person has guaranteed or
is responsible or liable for, directly or indirectly, as obligor, guarantor or
otherwise (but only, in the case of clause (iv), to the extent such Person has
guaranteed or is responsible or liable for such obligations).


 


“Indenture” means this
Indenture, as amended or supplemented from time to time in accordance with the
terms hereof and shall include the terms of a particular Series of
Securities established as contemplated in Section 301.


 


“Interest Payment Date”
means the Stated Maturity of an installment of interest on the Securities.


 


“Issue Date” means, with
respect to any series, the date on which the Securities of such series are
originally issued.


 


“Lien” means, with respect
to any property or assets, any mortgage or deed of trust, pledge,
hypothecation, assignment, security interest, lien, encumbrance, or other
security arrangement of any kind or nature whatsoever on or with respect to
such property or assets (including any conditional sale or other title
retention agreement having substantially the same economic effect as any of the
foregoing).


 


“Maturity”, when used with
respect to any Security, means the date on which the principal of such Security
becomes due and payable as therein or herein provided, whether at the Stated
Maturity or by declaration of acceleration, call for redemption, exercise of a
repurchase right, required repurchase or otherwise.


 


“Net Available Proceeds”
from any Sale and Lease-Back Transaction by any Person means cash or readily
marketable cash equivalents received (including by way of sale or discounting
of a note, installment receivable or other receivable, but excluding any other
consideration received in the form of assumption by the acquiree of
Indebtedness or obligations relating to the properties or assets that are the
subject of such Sale and Lease-Back Transaction or received in any other
noncash form) therefrom by such Person, net of (i) all legal, title and recording
tax expenses, commissions and other fees and expenses incurred and all Federal,
state, provincial, foreign and local taxes required to be accrued as a
liability as a consequence of such Sale and Lease-Back Transaction; (ii) all
payments made by such Person or its Subsidiaries on any Indebtedness which is
secured in whole or in part by any such properties and assets in accordance
with the terms of any Lien upon or with respect to any such properties and
assets or which must, by the terms of such Lien, or in order to obtain a
necessary consent to such Sale and Lease-Back Transaction or by applicable law,
be repaid out of the proceeds from such Sale and Lease-Back Transaction; and (iii) all
distributions and other payments made to minority interest holders in
Subsidiaries of such Person or joint ventures as a result of such Sale and
Lease-Back Transaction; provided, however,
that for purposes of clause (ii) of Section 1006 hereof the amount of
Net Available Proceeds to be 


 


5

















 


applied to any acquisition of Principal Properties or retirement of
Securities or other Indebtedness shall be reduced by an amount equal to the sum
of (A) an amount equal to the redemption price with respect to such
Securities delivered within 180 days after the effective date of such Sales and
Lease-Back Transaction to the Trustee for retirement and cancellation and (B) the
principal amount, plus any premium or fee paid in connection with a redemption,
retirement or prepayment in accordance with the terms, of such other
Indebtedness voluntarily redeemed, retired or repaid by the Company within such
180-day period, excluding in each case retirements pursuant to mandatory
sinking fund or prepayment provisions and payments at maturity.


 


“Notice of Default” means a
written notice of the kind specified in Section 501(3).


 


“Officers’ Certificate”
means a certificate signed by the Chief Executive Officer or Chief Financial
Officer, the President or a Vice President, and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, of the Company or a
Subsidiary Guarantor, as the case may be, and delivered to the Trustee.


 


“Opinion of Counsel” means,
as to the Company or a Subsidiary Guarantor, a written opinion of counsel, who
may be counsel for the Company or such Subsidiary Guarantor, including counsel
employed by the Company or a Subsidiary Guarantor, as the case may be, and who
shall be acceptable to the Trustee, delivered to the Trustee.


 


“Outstanding”, when used
with respect to Securities, means, as of the date of determination, all
Securities theretofore authenticated and delivered under this Indenture, except:


 


(i)                                     Securities theretofore
canceled by the Trustee or delivered to the Trustee for cancellation;


 


(ii)                                  Securities for whose payment
or redemption money in the necessary amount has been theretofore deposited with
the Trustee or any Paying Agent (other than the Company or any Subsidiary
Guarantor) in trust or set aside and segregated in trust by the Company or a Subsidiary
Guarantor (if the Company or a Subsidiary Guarantor shall act as a Paying
Agent) for the Holders of such Securities; provided
that, if such Securities are to be redeemed, notice of such redemption shall
have been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee shall have been made; and


 


(iii)                               Securities that have been
paid pursuant to Section 306 or in exchange for or in lieu of which other
Securities have been authenticated and delivered pursuant to this Indenture,
other than any such Securities in respect of which there shall have been
presented to the Trustee proof satisfactory to it that such Securities are held
by a bona fide purchaser in whose hands such Securities are valid obligations
of the Company;


 


6

















 


provided, however, that in
determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given, made or taken any request, demand,
authorization, direction, notice, consent, waiver or other action hereunder as
of any date, Securities owned by the Company, any Subsidiary Guarantor or any
other obligor upon the Securities or any Affiliate of the Company, of any
Subsidiary Guarantor or of such other obligor shall be disregarded and deemed
not to be Outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent, waiver or other action, only Securities that a responsible officer
of the Trustee actually knows to be so owned shall be so disregarded.  Securities so owned which have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such
Securities and that the pledgee is not the Company, a Subsidiary Guarantor or
any other obligor upon the Securities or any Affiliate of the Company, of any
Subsidiary Guarantor or of such other obligor.


 


“Participant” means, with
respect to the Depositary, a Person who has an account with the Depositary.


 


“Paying Agent” means any
Person authorized by the Company to pay the principal of, premium, if any, or
interest on any Securities on behalf of the Company and, as of the date of this
Indenture, shall include the Corporate Trust Office of the Trustee in the City
of New York.


 


“Person” means any
individual, corporation, partnership, joint venture, association, joint stock
company, limited liability company, trust, unincorporated organization,
government or any agency or political subdivision thereof or any other entity.


 


“Predecessor Security” of
any particular Security means every previous Security evidencing all or a
portion of the same debt as that evidenced by such particular Security; and,
for the purposes of this definition, any Security authenticated and delivered
under Section 306 in exchange for or in lieu of a mutilated, destroyed,
lost or stolen Security shall be deemed to evidence the same debt as the
mutilated, destroyed, lost or stolen Security.


 


“Principal Property” means
any single parcel of real property or any permanent improvement thereon owned
by the Company or any of its Subsidiaries including, without limitation, any
office, store, warehouse, manufacturing facility or plant or any portion
thereof, and any equipment located at or comprising a part of any such
property, having a net book value, as of the date of determination, in excess
of 1% of the most recently calculated Consolidated Net Tangible Assets of the
Company.


 


“Principal Subsidiary” means
any Subsidiary which owns any Principal Property.


 


“Publicly Issued Debt
Securities” means any indebtedness that (i) is listed, quoted or tradeable
on any exchange or market, including any market for securities 


 


7

















 


eligible for resale pursuant to Rule 144A under the Securities
Act, (ii) is sold by means of any prospectus, offering circular or similar
document typically used in connection with road show presentations, or (iii) is
marketed in an underwritten securities offering.


 


“Redemption Date”, when used
with respect to any Security to be redeemed, means the date fixed for such
redemption by or pursuant to this Indenture.


 


“Redemption Price”, when
used with respect to any Security to be redeemed, means the price at which it
is to be redeemed pursuant to this Indenture.


 


“Regular Record Date” for
the interest payable on any Interest Payment Date means, unless otherwise
provided pursuant to Section 301, the date (regardless of whether a
Business Day) which is fifteen (15) days next preceding such Interest Payment
Date.


 


“Responsible Officer” shall
mean, when used with respect to the Trustee, any officer within the Corporate
Trust Office, including any Vice President, Managing Director, Assistant Vice
President, Secretary, Assistant Secretary or Assistant Treasurer or any other
officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers, and also, with respect to a
particular matter, any other officer to whom such matter is referred because of
such officer’s knowledge and familiarity with the particular subject.


 


“Sale and Lease-Back
Transaction” of any Person means an arrangement with any lender or investor or
to which such lender or investor is a party providing for the leasing by such
Person of any Principal Property that, more than 12 months after the later of (i) the
completion of the acquisition, construction, development or improvement of such
Principal Property or (ii) the placing in operation of such Principal
Property or of such Principal Property as so constructed, developed or
improved, has been or is being sold, conveyed, transferred or otherwise
disposed of by such Person to such lender or investor or to any Person to whom
funds have been or are to be advanced by such lender on the security of such
Principal Property.  The term of such
arrangement, as of any date (the “measurement date”), shall end on the date of
the last payment of rent or any other amount due under such arrangement on or
prior to the first date after the measurement date on which such arrangement
may be terminated by the lessee, at its sole option, without payment of a
penalty.


 


“Securities” has the meaning
specified in the Recitals of the Company and the Subsidiary Guarantors.


 


“Securities Act” means the
United States Securities Act of 1933 (including any successor act thereto), as
it may be amended from time to time, and (unless the context otherwise
requires) includes the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.


 


“Security Register” and “Security
Registrar” have the respective meanings specified in Section 305.


 


8

















 


“Senior Credit Facility”
means any of (a) that certain Amended and Restated Revolving Credit
Agreement dated as of October 13, 2006 among the Company and the lenders
named therein and (b) that certain Credit Agreement dated as of April 1,
2008 among the Company, the Lenders named therein, Barclays Bank PLC, as
Administrative Agent, Bank of America, N.A. and HSBC Bank USA, National
Association, as Co-Syndication Agents, providing for a Total Commitment as of
the Effective Date (in each case as defined therein) of $3,000,000,000, in each
case, together with the documents related thereto, including any guarantees and
security documents, as such agreement or documents may be amended, extended,
renewed, restated, supplemented or replaced by one or more credit agreements or
facilities (including any term loans and revolving loans thereunder), debt
instruments and/or related documentation, or otherwise modified, in whole or in
part, and without limitation as to amount outstanding or committed, maturity,
terms, conditions, covenants and other provisions, from time to time, and any
agreement, and related documentation, governing Indebtedness incurred to
refinance, in whole or in part, the borrowings and commitments then outstanding
or permitted to be outstanding under such Senior Credit Facility or a successor
Senior Credit Facility, whether by the same or any other lender or group of
lenders (other than, in each case, Indebtedness issued under the Indenture).


 


“Special Record Date” for
the payment of any Defaulted Interest means a date fixed by the Trustee
pursuant to Section 307.


 


“Stated Maturity”, when used
with respect to any Security or any installment of interest thereon, means the
date specified in such Security as the fixed date on which the principal of
such Security or such installment of interest is due and payable.


 


“Subsidiary”means,
with respect to the Company, a corporation, limited liability company, company
limited by shares, trust, real estate investment trust, statutory trust,
business trust, partnership, joint stock company, or unincorporated
association, at least a majority of the outstanding Voting Stock of which are
owned, directly or indirectly, by the Company, or by the Company and one or
more other Subsidiaries of the Company.


 


“Subsidiary Guarantees”
means the Guarantees of each Subsidiary Guarantor in the form of Section 206
and as provided in Article Twelve.


 


“Subsidiary Guarantors”
means (i) Staples the Office Superstore, LLC, Staples the Office
Superstore East, Inc., Staples Contract & Commercial, Inc.
and Staples the Office Superstore, Limited Partnership and (ii) any
successor of the foregoing; in each case until such Subsidiary Guarantor ceases
to be such in accordance with Article Eight or Section 1203 hereof.


 


“Successor Security” of any
particular Security means every Security issued after, and evidencing all or a
portion of the same debt as that evidenced by, such particular Security; and,
for the purposes of this definition, any Security authenticated and delivered
under Section 306 in exchange for or in lieu of a mutilated, destroyed,
lost 


 


9

















 


or stolen Security shall be deemed to evidence the same debt as the
mutilated, destroyed, lost or stolen Security.


 


“Supplemental Indenture”means an indenture
supplemental to this Indenture, which supplements, amends or modifies this
Indenture and is entered into by the parties to this Indenture as provided in Article Nine.


 


“Trust Indenture Act” means
the United States Trust Indenture Act of 1939 as in force at the date as of
which this instrument was executed, except as provided in Section 905; provided, however, that, in the event the
Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act”
means, to the extent required by any such amendment, the Trust Indenture Act of
1939, as amended.


 


“Trustee” means the Person
named as the “Trustee” in the first paragraph of this instrument until a
successor Trustee shall have become such pursuant to the applicable provisions
of this Indenture, and thereafter “Trustee” shall mean such successor Trustee.


 


“United States” means the
United States of America (including the States thereof and the District of
Columbia), its territories, its possessions and other areas subject to its
jurisdiction.


 


“U.S. Government Obligations”
means securities that are (i) direct obligations of the United States for
the payment of which its full faith and credit is pledged or (ii) obligations
of a Person controlled or supervised by and acting as an agency or
instrumentality of the United Sates the timely payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States, that, in either case under clauses (i) or (ii) are not
callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian
with respect to any such U.S. Government Obligation or a specific payment of
interest on or principal of any such U.S. Government Obligation held by such
custodian for the account of the holder of a depository receipt; provided that
(except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the U.S. Government
Obligation or the specific payment of interest on or principal of the U.S.
Government Obligation evidenced by such depository receipt.


 


“Vice President”, when used
with respect to the Company, each Subsidiary Guarantor or the Trustee, means
any vice president, regardless of whether designated by a number or a word or
words added before or after the title “vice president”.


 


“Voting Stock” of a Person
means all classes of capital stock or other interests (including partnership
interests) of such Person then outstanding and normally entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof.


 


10
















 


“Wholly Owned” means, when
used in connection with any Subsidiary of the Company, a Subsidiary of which
all of the issued and outstanding shares of Voting Stock (except shares
required as directors’ qualifying shares) are owned by the Company and/or one or
more Wholly Owned Subsidiaries of the Company.


 


SECTION 102.                                            COMPLIANCE
CERTIFICATES AND OPINIONS.


 


Upon any application or request by the
Company to the Trustee to take any action under any provision of this
Indenture, the Company and any Subsidiary Guarantor and any other obligor on
the Securities, as appropriate, shall each furnish to the Trustee such
certificates and opinions as may be required hereunder or under the Trust
Indenture Act.  Each such certificate or
opinion shall be given in the form of an Officers’ Certificate, if to be given
by an officer of the Company, or an Opinion of Counsel if to be given by
counsel and shall comply with the requirements of the Trust Indenture Act and
any other requirement set forth in this Indenture.


 


Every certificate or opinion
with respect to compliance with a condition or covenant provided for in this
Indenture shall include:


 


(1)                                  a statement
that each individual or firm signing such certificate or opinion has read such
covenant or condition and the definitions herein relating thereto;


 


(2)                                  a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based;


 


(3)                                  a statement
that, in the opinion of each such individual or firm, he, she or it has made
such examination or investigation as is necessary to enable him, her or it to
express an informed opinion as to whether such covenant or condition has been
complied with; and


 


(4)                                  a statement as
to whether or not, in the opinion of each such individual or firm, such
condition or covenant has been complied with.


 


SECTION 103.                                            FORM OF
DOCUMENTS DELIVERED TO TRUSTEE.


 


In any case where several matters are
required to be certified by, or covered by an opinion of, any specified Person,
it is not necessary that all such matters be certified by, or covered by the
opinion of, only one such Person, or that they be so certified or covered by
only one document, but one such Person may certify or give an opinion with
respect to some matters and one or more other such Persons as to other matters,
and any such Person may certify or give an opinion as to such matters in one or
several documents.


 


Any certificate or opinion of an officer of
the Company, any Subsidiary Guarantor or other obligor, as applicable, may be
based, insofar as it relates to legal matters, upon a certificate or opinion
of, or representations by, counsel, unless such 


 


11

















 


officer knows, or in the exercise of reasonable
care should know, that the certificate or opinion or representations with
respect to the matters upon which his certificate or opinion is based are
erroneous.  Any such certificate or
Opinion of Counsel may be based, insofar as it relates to factual matters, upon
a certificate or opinion of, or representations by, an officer or officers of
the Company stating that the information with respect to such factual matters
is in the possession of the Company, unless such counsel knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous.


 


Where any Person is required to make, give or
execute two or more applications, requests, consents, certificates, statements,
opinions or other instruments under this Indenture, they may, but need not, be
consolidated and form one instrument.


 


SECTION 104.                                            ACTS
OF HOLDERS; RECORD DATES.


 


Any request, demand, authorization,
direction, notice, consent, waiver or other action permitted or required by
this Indenture to be given or taken by Holders may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such
Holders in person or by agent of such Holders duly appointed in writing; and,
except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are received by the Trustee and,
where it is hereby expressly required, to the Company.  Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the “Act” of the Holders signing such instrument or instruments.  Proof of execution of any such instrument or
of a writing appointing any such agent shall be sufficient for any purpose of
this Indenture and (subject to Section 601) conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section.


 


The fact and date of the execution by any
Person of any such instrument or writing may be proved by the affidavit of a
witness of such execution or by a certificate of a notary public or other
officer authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him the execution
thereof.  Where such execution is by a
signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority.  The fact and date of the
execution of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other manner which the Trustee
deems sufficient.


 


The ownership of Securities shall be proved
by the Security Register.


 


Any request, demand, authorization,
direction, notice, consent, waiver or other Act of the Holder of any Security
shall bind every future Holder of the same Security and the Holder of every
Security issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to
be done by the Trustee, the Paying Agent, any Subsidiary Guarantor or the
Company in reliance thereon, whether or not notation of such action is made
upon such Security.


 


12

















 


The Company may set any day as a record date,
written notice of which will be sent to the Trustee, for the purpose of
determining the Holders of Outstanding Securities entitled to give, make or
take any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Indenture to be given, made or taken
by Holders of Securities; provided
that the Company may not set a record date for, and the provisions of this
paragraph shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph.  If not set by the Company prior to the first
solicitation of a Holder made by any Person in respect of any such matter
referred to in the foregoing sentence, the record date for any such matter
shall be the 30th day (or, if later, the date of the most recent list of
Holders required to be provided pursuant to Section 701) prior to such
first solicitation.  If any record date
is set pursuant to this paragraph, the Holders of Outstanding Securities on
such record date, and no other Holders, shall be entitled to take the relevant
action, whether or not such Holders remain Holders after such record date; provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date
by Holders of the requisite principal amount of Outstanding Securities on such
record date.  Nothing in this paragraph
shall be construed to prevent the Company from setting a new record date for
any action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be canceled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities on the date such
action is taken.  Promptly after any
record date is set pursuant to this paragraph, the Company, at its own expense,
shall cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Trustee in writing and to each
Holder of Securities in the manner set forth in Section 106.


 


The Trustee may set any day as a record date
for the purpose of determining the Holders of Outstanding Securities entitled
to join in the giving or making of (i) any Notice of Default, (ii) any
declaration of acceleration referred to in Section 502, (iii) any
request to institute proceedings referred to in Section 507(2) or (iv) any
direction referred to in Section 512. 
If any record date is set pursuant to this paragraph, the Holders of
Outstanding Securities on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date
by Holders of the requisite principal amount of Outstanding Securities on such
record date.  Nothing in this paragraph
shall be construed to prevent the Trustee from setting a new record date for
any action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be canceled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities on the date such
action is taken.  Promptly after any
record date is set pursuant to this paragraph, the Trustee, at the Company’s
expense, shall cause notice of such record date, the proposed action by Holders
and the applicable Expiration Date to be given to the Company in writing and to
each Holder of Securities in the manner set forth in Section 106.


 


13

















 


With respect to any record date set pursuant
to this Section, the party hereto that sets such record dates may designate any
day as the “Expiration Date” and from time to time may change the Expiration
Date to any earlier or later day; provided
that no such change shall be effective unless notice of the proposed new
Expiration Date is given to the other party hereto in writing, and to each
Holder of Securities in the manner set forth in Section 106, on or prior
to the existing Expiration Date.  If an
Expiration Date is not designated with respect to any record date set pursuant
to this Section, the party hereto which set such record date shall be deemed to
have initially designated the 180th day after such record date as the
Expiration Date with respect thereto, subject to its right to change the
Expiration Date as provided in this paragraph. 
Notwithstanding the foregoing, no Expiration Date shall be later than
the 180th day after the applicable record date.


 


Without limiting the foregoing, a Holder
entitled hereunder to take any action hereunder with regard to any particular
Security may do so with regard to all or any part of the principal amount of
such Security or by one or more duly appointed agents each of which may do so
pursuant to such appointment with regard to all or any part of such principal
amount.


 


SECTION 105.                                            NOTICES,
ETC., TO TRUSTEE, COMPANY AND SUBSIDIARY GUARANTORS.


 


Any request, demand, authorization,
direction, notice, consent, waiver or Act of Holders or other document provided
or permitted by this Indenture to be made upon, given or furnished to, or filed
with,


 


(1)                                  the Trustee by
any Holder or by the Company or any Subsidiary Guarantor shall be sufficient
for every purpose hereunder if made, given, furnished or filed in writing to or
with the Trustee and received at its Corporate Trust Office, or


 


(2)                                  the Company or
any Subsidiary Guarantor by the Trustee or by any Holder shall be sufficient
for every purpose hereunder (unless otherwise herein expressly provided) if in
writing and mailed, first class postage prepaid, in the case of the Company
addressed to it at the address of its principal office specified in the first
paragraph of this instrument, Attention: 
Chief Financial Officer, or at any other address previously furnished in
writing to the Trustee by the Company and, in the case of any Subsidiary
Guarantor, to it at the address of the Company’s principal office specified in
the first paragraph of this instrument, Attention Chief Financial Officer, or
at any other address previously furnished in writing to the Trustee by such
Subsidiary Guarantor.


 


The Company and any Subsidiary Guarantor
shall promptly transmit to the Trustee any request, demand, authorization,
direction, notice, consent, waiver or Act received from any Holder.


 


14

















 


SECTION 106.                                            NOTICE
TO HOLDERS; WAIVER.


 


Where this Indenture provides for notice to
Holders of any event, such notice shall be sufficiently given (unless otherwise
herein expressly provided) if in writing and mailed, first class postage
prepaid, to each Holder affected by such event, at his address as it appears in
the Security Register on the date such notice is mailed not later than the
latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. 
In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders.  Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice.  Waivers of notice by Holders shall be filed
with the Trustee, but such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such waiver.


 


Except as otherwise provided herein, all
notices to Holders will be valid if published in a leading English language
daily newspaper or newspapers published in New York City or such other English
language daily newspaper with general circulation in the United States, as the
Trustee may approve.  Any notice will be
deemed to have been given on the date of publication or, if so published more
than once or on different dates, on the date of the first publication.  If publication as provided above is not
practicable, notice will be given in such other manner, and will be deemed to
have been given on such date, as the Trustee may approve.  Any notice by publication will be at the
Company’s expense.


 


SECTION 107.                                            CONFLICT
WITH TRUST INDENTURE ACT.


 


This Indenture, the Company, the Subsidiary
Guarantors and the Trustee shall be deemed for all purposes hereof to be
subject to and governed by the Trust Indenture Act to the same extent as would
be the case if this Indenture were so qualified on the date hereof.  If any provision hereof limits, qualifies or
conflicts with a provision of the Trust Indenture Act that is required under
such Act to be a part of and govern this Indenture, the latter provision shall
control.  If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act that
may be so modified or excluded, the latter provision shall be deemed to apply
to this Indenture as so modified or to be excluded, as the case may be.


 


SECTION 108.                                            EFFECT
OF HEADINGS AND TABLE OF CONTENTS.


 


The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction of any provision hereof.


 


SECTION 109.                                            SUCCESSORS
AND ASSIGNS.


 


All covenants and agreements in this
Indenture by the Company and any Subsidiary Guarantor shall bind their
successors and assigns, regardless of whether so expressed.


 


15

















 


SECTION 110.                                            SEPARABILITY
CLAUSE.


 


In case any provision in this Indenture, the
Securities or the Subsidiary Guarantees shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.


 


SECTION 111.                                            BENEFITS
OF INDENTURE.


 


Nothing in this Indenture or in the
Securities or the Subsidiary Guarantees, express or implied, shall give to any
Person, other than the parties hereto, the Holders of Securities and their
respective successors hereunder any benefit or any legal or equitable right,
remedy or claim under this Indenture.


 


SECTION 112.                                            GOVERNING
LAW.


 


THIS INDENTURE, THE SECURITIES AND THE
SUBSIDIARY GUARANTEES ENDORSED THEREON SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
CONFLICT OF LAWS PROVISIONS THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW OR ANY SUCCESSOR TO SUCH STATUTE).


 


SECTION 113.                                            LEGAL
HOLIDAYS.


 


If any Interest Payment Date or Redemption
Date, other than at Maturity, for any Security would otherwise be a day that is
not a Business Day, such Interest Payment Date or Redemption Date shall be
postponed to the next day that is a Business Day.  If the Stated Maturity of any Security shall
not be a Business Day, then (notwithstanding any other provision of this
Indenture or of the Securities) payment of interest or principal need not be
made on such date, but may be made on the next succeeding Business Day with the
same force and effect as if made at the Stated Maturity of such Security, provided that no interest shall accrue for
the period from and after such Stated Maturity unless such payment is not made
on such Business Day.


 


ARTICLE TWO


 


Security Forms


 


SECTION 201.                                            FORMS
GENERALLY.


 


The Securities, the Subsidiary Guarantees to
be endorsed thereon and the Trustee’s certificates of authentication shall be
in substantially the forms set forth in this Article, with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, any Board Resolutions (as set forth in an Officers’
Certificate) or one or more Supplemental Indentures, and may have such letters,
numbers or other marks of identification and such legends or endorsements
placed thereon as may be required to comply with the rules of any
securities exchange or 


 


16

















 


depositary thereof or as may, consistently
herewith, be determined by the officers executing such Securities or Subsidiary
Guarantees, as the case may be, as evidenced by their execution of such
Securities or Subsidiary Guarantees, as the case may be.


 


SECTION 202.                                            FORM OF
FACE OF SECURITY.


 


STAPLES, INC.


 


(Title of Security)


 


CUSIP NO. 


 


	
  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                               ,
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                           ,
20      , and to pay interest thereon from                               ,
20       or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, [semi-annually]
[quarterly] [monthly] on                               
in each year commencing                                 
at the rate of             %
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 fifteenth day (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 


 


17

















 


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.


 


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:

  	
   

  	
   

  
	
   

  	
   

  	
  STAPLES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


SECTION 203.                                            FORM OF
REVERSE OF SECURITY.


 


This Security is one of a duly authorized
issue of Securities of the Company designated as its           %
                  
due 20       (herein called the “Securities”),
limited initially (except as otherwise provided in the Indenture referred to
below) in aggregate principal amount to $                      ,
issued and to be issued under an Indenture, dated as of                             ,
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
a series pursuant to Section 301 for a statement of the respective rights,
limitations of rights, 


 


18

















 


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.


 


[IF A GLOBAL SECURITY, THEN
INSERT:


 


In the event of a deposit or withdrawal of an
interest in this Security (including upon an exchange or transfer of this
Security) 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.]


 


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.


 


[IF PROVIDED IN THE
APPLICABLE SUPPLEMENTAL INDENTURE OR OFFICERS’ CERTIFICATE SETTING FORTH THE TERMS
OF SECURITIES OF A SERIES PURSUANT TO SECTION 301, THEN INSERT]


 


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.


 


[IF THE APPLICABLE
SUPPLEMENTAL INDENTURE OR OFFICERS’ CERTIFICATE SETTING FORTH THE TERMS OF
SECURITIES OF A SERIES PURSUANT TO SECTION 301 DO NOT PROVIDE THAT THE
SECURITIES ARE TO BE GUARANTEED BY THE SUBSIDIARY GUARANTORS, REMOVE ALL
REFERENCES THERETO IN THE SUCCEEDING PARAGRAPHS OF THIS SECTION 203 AND
MARK APPROPRIATE CONFORMING CHANGES]


 


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 


 


19

















 


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 $1,000 and any integral
multiple 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


 


20
















 


CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.


 


SECTION 204.                                            ADDITIONAL
PROVISIONS REQUIRED IN GLOBAL SECURITY.


 


Any Global Security issued hereunder shall,
in addition to the provisions contained in Sections 202 and 203, bear a legend
in substantially the following form:


 


[IF A GLOBAL SECURITY, INSERT – 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.]


 


[IF A GLOBAL SECURITY TO BE HELD BY THE
DEPOSITORY TRUST COMPANY, INSERT – 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.]


 


SECTION 205.                                            FORM OF
TRUSTEE’S CERTIFICATE OF AUTHENTICATION.


 


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


 


	
   

  	
  HSBC Bank USA,

  
	
   

  	
  National Association, as
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  AUTHORIZED SIGNATURE

  
	
   

  



 


21

















 


SECTION 206.                                            FORM OF
SUBSIDIARY GUARANTEE.


 


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 


 


22

















 


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 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.


 


23

















 


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.


 


24

















 


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.


 


	
   

  	
  [Insert Names of
  Subsidiary Guarantors]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


ARTICLE THREE


 


The Securities


 


SECTION 301.                                            TITLE
AND TERMS.


 


The aggregate principal amount of Securities
which may be authenticated and delivered under this Indenture is unlimited.


 


The Securities may be issued in one or more
series. There shall be established in or pursuant to a Board Resolution, and
set forth in an Officers’ Certificate, or established in one or more
Supplemental Indentures hereto, prior to the issuance of Securities of a
series:


 


(1)                                  the title and
designation of the Securities of such series, which shall distinguish the
Securities of the series from all other Securities;


 


(2)                                  the limit, if
any, upon the aggregate principal amount of the Securities of such series which
may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Section 304,
305, 306 or 906); provided, however,
that the authorized aggregate principal amount of such series may be increased
above such amount by a Board Resolution to such effect;


 


(3)                                  the Stated
Maturity or Maturities on which the principal of the Securities of such series
is payable or the method of determination thereof;


 


(4)                                  the rate or
rates, if any, which may be fixed or variable, at which the Securities of such
series shall bear interest, if any, shall be payable in respect of any
Securities of such series, the Interest Payment Dates on which such interest
shall be payable, the Regular Record Date for the interest payable on any
Interest Payment Date or the method by which any of the foregoing shall be
determined, 


 


25

















 


and
the dates from which interest will accrue and the method of determining those
dates;


 


(5)                                  the
circumstances and date on which premium, if any, will be paid with respect to
the Securities of such series;


 


(6)                                  if other than
as set forth herein, the place or places where the principal of (and premium,
if any) and interest on the Securities of such series shall be payable, the
place or places where the Securities of such series may be presented for
registration of transfer or exchange, and the place or places where notices and
demands to or upon the Company in respect of the Securities of such series and
the Indenture may be made;


 


(7)                                  the period or
periods within or the date or dates on which, if any, the price or prices at
which and the terms and conditions upon which the Securities of such series may
be redeemed, in whole or in part, at the option of the Company;


 


(8)                                  the obligation
or the right, if any, of the Company to redeem, repay or purchase the
Securities of such series pursuant to any sinking fund, amortization or
analogous provisions or at the option of a Holder thereof and the period or
periods within which, the price or prices at which, the currency or currencies
(including currency unit or units) in which and the other terms and conditions
upon which Securities of the series shall be redeemed, repaid or purchased, in
whole or in part, pursuant to such obligation;


 


(9)                                  the
denominations in which any Securities of such series shall be issuable, if
other than denominations of $1,000 and any integral multiple thereof;


 


(10)                            if other than dollars,
the currency or currencies (including currency unit or units) in which the
principal of (and premium, if any) and interest, if any, on the Securities of
the series shall be payable, or in which the Securities of the series shall be
denominated;


 


(11)                            the additions,
modifications or deletions, if any, in the Events of Default or related
provisions of this Indenture, including acceleration mechanisms, or in the
covenants of the Company set forth herein with respect to the Securities of
such series;


 


(12)                            if other than
the principal amount thereof, the portion of the principal amount of Securities
of such series that shall be payable upon declaration of acceleration of the
Maturity thereof;


 


(13)                            any index or
indices used to determine the amount of payments of principal of and premium,
if any, on the Securities of such series or the manner in which such amounts
will be determined;


 


26

















 


(14)                            whether the
Securities of any series shall be issued in whole or in part in the form of a
temporary Global Security representing all of the Securities of such series and
exchange of such temporary Global Security for definitive Securities of such
series;


 


(15)                            whether the
Securities of the series shall be issued in whole or in part in the form of one
or more Global Securities and, in such case, the Depositary for such Global
Securities, which Depositary shall be a clearing agency registered under the
Exchange Act and the terms and conditions upon which interests in such Global
Securities may be exchanged for certificates;


 


(16)                            the appointment of any trustee,
authenticating or paying agent, transfer agent or other agent for the
Securities of such series;


 


(17)                            whether and
under what circumstances the Company will pay additional amounts on the
Securities of the series held by non-U.S. persons in respect of any tax,
assessment or governmental charge withheld or deducted and, if so, whether the
Company will have the option to redeem such Securities rather than pay such
additional amounts;


 


(18)                            whether the
securities will be guaranteed by the Subsidiary Guarantors on the terms and
conditions set forth in Article Twelve;


 


(19)                            whether the
Securities will be subject to the defeasance provisions of Article Four or
the terms, if any, on which they may otherwise be defeasible; and


 


(20)                            any other terms
of the Securities of such series (which terms shall not be inconsistent with
the provisions of this Indenture, except as permitted by Section 901(7)).


 


All Securities of any one series shall be
substantially identical except as to denomination and except as may otherwise
be provided herein or in or pursuant to such Board Resolution and set forth in
such Officers’ Certificate or in any such Supplemental Indenture hereto.


 


Unless otherwise provided in the applicable
Supplemental Indenture or Board Resolution adopted pursuant to this Section 301
establishing the terms of the Debt Securities of any series:


 


(1)                                  the principal of, interest
on the Securities shall be payable at the office or agency of the Trustee or
any Paying Agent in the City of New York  maintained for
such purpose and at any other office or agency maintained by the Company for
such purpose; provided, however,
that at the option of the Company payment of interest may be made by dollar
check drawn on a bank in The City of New York, New York mailed to the address
of the Person entitled thereto as such address shall appear in the Security
Register, or if a Holder has given transfer instructions to the Company, in
dollars by 


 


27

















 


credit or transfer to a dollar-denominated
account (or any other account to which dollars may be credited or transferred)
specified by the payee;


 


(2)                                  the Company will pay
principal on any Security upon presentation and surrender of the Security at
the specified office of the Paying Agent or any additional or substitute paying
agent by a dollar check drawn on a bank in The City of New York, New York;


 


(3)                                  the Securities shall be
guaranteed by the Subsidiary Guarantors as provided in Article Twelve;


 


(4)                                  the Securities shall not
have the benefit of any sinking fund obligations; and


 


(5)                                  the Company will pay all
stamp taxes and other duties, if any, which may be imposed by the Unites States
or any political subdivision thereof or taxing authority thereof or therein
with respect to the execution or delivery of this Indenture, the issuance of
the Global Securities or the exchange from time to time of Global Securities.


 


SECTION 302.                                            DENOMINATIONS.


 


The Securities shall be issuable only in
registered form without coupons and only in denominations of $1,000 and any
integral multiple thereof, unless otherwise provided in the applicable
Supplemental Indenture or Board Resolution adopted pursuant to Section 301
establishing the terms of the Securities of any series.


 


SECTION 303.                                            EXECUTION,
AUTHENTICATION, DELIVERY AND DATING.


 


The Securities shall be executed on behalf of
the Company by its Chief Executive Officer, its Vice Chairman of the Board, its
President, its Chief Financial Officer or one of its Vice Presidents, under a
facsimile of its corporate seal reproduced thereon attested by its Secretary or
one of its Assistant Secretaries.


 


Securities bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of the
Company shall bind the Company notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the authentication and delivery
of such Securities or did not hold such offices at the date of such Securities.


 


At any time and from time to time after the
execution and delivery of this Indenture, the Company may deliver Additional
Securities executed by the Company and having endorsed thereon to the extent
applicable, the Subsidiary Guarantees executed as provided in Section 1202
by the Subsidiary Guarantors to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Additional Securities
with such Subsidiary Guarantees endorsed thereon; and the Trustee in accordance
with such Company Order shall authenticate and deliver such Additional
Securities with such Subsidiary Guarantees endorsed thereon as in this
Indenture provided and not otherwise.


 


28

















 


Each Security shall be dated the date of its
authentication.


 


No Security or Subsidiary Guarantee shall be
entitled to any benefit under this Indenture or be valid or obligatory for any
purpose unless there appears on such Security a certificate of authentication
substantially in the form provided for herein executed by the Trustee by manual
signature, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder.


 


The Company shall be entitled, subject to Section 301,
to issue Additional Securities under this Indenture which shall have identical
terms as the Securities issued on the Issue Date, other than with respect to
the date of issuance, issue price and amount of interest payable on the first
payment date applicable to such series. 
The Securities issued on the Issue Date and any Additional Securities
shall be treated as a single series for all purposes under this Indenture.


 


With respect to any Additional Securities,
the Company shall provide the Trustee with appropriate evidence that the
Additional Securities have been duly authorized and issued and set forth in a
Board Resolution and an Officers’ Certificate or such other appropriate
evidence that the Additional Securities have been duly authorized and issued, a
copy of each of which shall be delivered to the Trustee, containing the
following information:


 


(1)                                  the aggregate principal
amount of such Additional Securities to be authenticated and delivered pursuant
to this Indenture; and


 


(2)                                  the issue price, the issue
date and the common code, CUSIP and ISIN numbers of such Additional Securities
and the amount of interest payable on the first payment date applicable
thereto; provided, however, that
no Additional Securities may be issued at a price that would cause such
Additional Securities to have “original issue discount” within the meaning of Section 1273
of the U.S. Internal Revenue Code of 1986, as amended.


 


SECTION 304.                                            TEMPORARY
SECURITIES.


 


Pending the preparation of definitive
Securities, the Company may execute, and upon receipt of a Company Order the
Trustee shall authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu
of which they are issued and having endorsed thereon the Subsidiary Guarantees
substantially of the tenor of the definitive Subsidiary Guarantees in lieu of
which they are issued duly executed by the Subsidiary Guarantors and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities and Subsidiary Guarantees may determine, as
evidenced by their execution of such Securities and Subsidiary Guarantees.


 


If temporary Securities are issued, the Company will
cause definitive Securities to be prepared without unreasonable delay.  After the preparation of definitive 


 


29

















 


Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at any office
or agency of the Company designated pursuant to Section 1002, without
charge to the Holder.  Upon surrender for
cancellation of any one or more temporary Securities the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a like
principal amount of definitive Securities of authorized denominations and like
tenor having endorsed thereon Subsidiary Guarantees executed by the Subsidiary
Guarantors.  Until so exchanged the
temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities.


 


SECTION 305.                                            REGISTRATION,
REGISTRATION OF TRANSFER AND EXCHANGE.


 


The Company shall cause to be kept at the
Corporate Trust Office of the Trustee a register (the register maintained in
such office and in any other office or agency designated pursuant to Section 1002
being herein sometimes collectively referred to as the “Security Register”) in
which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Securities and of transfers of
Securities.  The Trustee is hereby
appointed “Security Registrar” for the purpose of registering Securities and
transfers of Securities as herein provided. 
Upon surrender for registration of transfer of any Security of any
series at an office or agency of the Company designated pursuant to Section 1002
for such purpose, and subject to the other provisions of this Section 305,
the Company shall execute, and the Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new
Securities of the same series and of like tenor, of any authorized
denominations and of a like aggregate principal amount.


 


At the option of the Holder, and subject to
the other provisions of this Section 305, Securities of any series may be
exchanged for other Securities of the same series and of like tenor, of any
authorized denominations and of a like aggregate principal amount, upon
surrender of the Securities to be exchanged at such office or agency.  Whenever any Securities are so surrendered
for exchange, and subject to the other provisions of this Section 305, the
Company shall execute, the Subsidiary Guarantors shall execute the Subsidiary
Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.


 


All Securities and the Subsidiary Guarantees
endorsed thereon issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company and the respective
Subsidiary Guarantors, evidencing the same debt and Subsidiary Guarantees, and
subject to the other provisions of this Section 305, entitled to the same
benefits under this Indenture, as the Securities and Subsidiary Guarantees
surrendered upon such registration of transfer or exchange.


 


Every Security presented or surrendered for
registration of transfer or for exchange shall (if so required by the Company
or the Trustee) be duly endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Company and


 


30
















 


the Security Registrar duly
executed, by the Holder thereof or his attorney duly authorized in writing.


 


No service charge shall be
made for any registration of transfer or exchange of Securities, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Securities, other than exchanges pursuant to Section 304
or 906 not involving any transfer.


 


The Company shall not be
required (i) to issue, register the transfer of or exchange any Security
during a period beginning at the opening of business 15 days before the day of
the mailing of a notice of redemption of Securities selected for redemption
under Section 1104 and ending at the close of business on the day of such
mailing, or (ii) to register the transfer of or exchange any Security so
selected for redemption in whole or in part, except the unredeemed portion of
any Security being redeemed in part.


 


(a)                                  CERTAIN
TRANSFERS AND EXCHANGES.  Notwithstanding
any other provision of this Indenture or the Securities, transfers and
exchanges of Securities and beneficial interests in Global Securities of the
kinds specified in this Section 305(a) shall be made only in
accordance with this Section 305(a). 
Transfers and exchanges subject to this Section 305(a) shall
also be subject to the other provisions of this Indenture that are not
inconsistent with this Section 305(a).


 


(1)                                  LIMITATION ON
TRANSFERS OF A GLOBAL SECURITY.  A Global Security may not be transferred, in
whole or in part, to any Person other than a Depositary or nominee or nominees
therefor, and no such transfer to any such other Person may be registered; provided that this clause (1) shall
not prohibit any transfer of a Security that is issued in exchange for a Global
Security but is not itself a Global Security. 
No transfer of a Security to any Person shall be effective under this
Indenture or the Securities unless and until such Security has been registered
in the name of such Person.  Nothing in
this Section 305(a)(1) shall prohibit or render ineffective any
transfer of beneficial interest to a Person who takes delivery in the form of
another Security that is not a Global Security as provided in this Section 305.


 


(b)                                 The provisions
of clauses (1), (2), (3), (4) and (5) below shall apply only to
Global Securities:


 


(1)                                  Each Global
Security representing all or a portion of the Securities of a series
authenticated under this Indenture shall be registered in the name of a
Depositary for such Global Security or a nominee thereof and delivered to such
depositary or a nominee thereof, and each such Global Security shall constitute
a single Security for all purposes of this Indenture.


 


(2)                                  Notwithstanding
any other provision in this Indenture or the Securities, no Global Security
representing all or a portion of the Securities of a


 


31

















 


series
may be exchanged in whole or in part for Securities registered of the same
series, and no transfer of a Global Security representing all or a portion of
the Securities of a series in whole or in part may be registered, in the name
of any Person other than a Depositary for such Global Security or a nominee
thereof unless (A) the Company notifies the Trustee in writing that DTC
has notified the Company that DTC is no longer willing or able to act as a
depositary or clearing system for such Global Security or DTC ceases to be
registered as a clearing under the Exchange Act, (B) the Company, at its
option, notifies the Trustee in writing that it elects to cause the issuance of
certificated Securities or (C) there shall have occurred and be continuing
an Event of Default with respect to such Global Security.  Any Global Security exchanged pursuant to
clause (A) above shall be so exchanged in whole and not in part, and any
Global Security exchanged pursuant to clause (B) or (C) above may be
exchanged in whole or from time to time in part as directed by the Company or
the Trustee.  Any Security issued in exchange
for a Global Security or any portion thereof shall be a Global Security,
provided that any such Security so issued that is registered in the name of a
Person other than the Depositary or a nominee thereof shall not be a Global
Security.


 


(3)                                  Securities
issued in exchange for a Global Security of such series or any portion thereof
pursuant to clause (2) above shall be issued in definitive, fully
registered form, without interest coupons, shall have an aggregate principal
amount equal to that of such Global Security or portion thereof to be so
exchanged, shall be registered in such names and be in such authorized
denominations as the Depositary shall designate and shall bear any legends
required hereunder.  Any Global Security
to be exchanged in whole shall be surrendered by the Depositary to the Trustee,
as Security Registrar.  With regard to
any Global Security to be exchanged in part, either such Global Security shall
be so surrendered for exchange or, if the Trustee is acting as custodian for
the Depositary or its nominee with respect to such Global Security, the
principal amount thereof shall be reduced, by an amount equal to the portion
thereof to be so exchanged, by means of an appropriate adjustment made on the
records of the Trustee.  Upon any such
surrender or adjustment, the Trustee shall authenticate and make available for
delivery the Security of such series and tenor, in any authorized denomination,
in an aggregate principal amount equal to the principal amount of such Global
Security issuable on such exchange to or upon the written order of the
Depositary or an authorized representative thereof.


 


(4)                                  In the event of
the occurrence of any of the events specified in clause (2) above, the
Company will promptly make available to the Trustee a reasonable supply of
certificated Securities in definitive, fully registered form, without interest
coupons.


 


(5)                                  No Agent
Members nor any other Persons on whose behalf Agent Members may act shall have
any rights under this Indenture with respect to any Global Security (including
DTC and account holders and participants therein unless DTC, or its nominee is
the registered holder of such Global Security), or


 


32

















 


under any Global Security, and the registered holder thereof may be
treated by the Company, the Trustee and any agent of the Company or the Trustee
as the absolute owner and holder of such Global Security for all purposes
whatsoever.  Notwithstanding the
foregoing, nothing herein shall prevent the Company, the Trustee or any agent
of the Company or the Trustee from giving effect to any written certification,
proxy or other authorization furnished by DTC or a nominee thereof, as the case
may be, or impair, as between DTC, its Agent Members and any other person on
whose behalf an Agent Member may act, the operation of customary practices of
such Persons governing the exercise of the rights of a holder of any Security.


 


SECTION 306.                    MUTILATED,
DESTROYED, LOST AND STOLEN SECURITIES.


 


If any mutilated Security is
surrendered to the Trustee, the Company shall execute a new Security, the
Subsidiary Guarantors shall execute the Subsidiary Guarantees endorsed thereon,
and the Trustee shall authenticate and deliver in exchange therefor, a new
Security of like tenor and principal amount having endorsed thereon the
Subsidiary Guarantees executed by the Subsidiary Guarantors and bearing a
number not contemporaneously outstanding.


 


If there shall be delivered
to the Company and the Trustee (i) evidence to their satisfaction of the
destruction, loss or theft of any Security and (ii) such security or
indemnity as may be required by them to save each of them and any agent of
either of them harmless, then, in the absence of notice to the Company or the
Trustee that such Security has been acquired by a bona fide purchaser, the
Company shall execute and upon its request the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security
of like tenor and principal amount having endorsed thereon the Subsidiary
Guarantees executed by the Subsidiary Guarantors and bearing a number not
contemporaneously outstanding.


 


In case any such mutilated,
destroyed, lost or stolen Security has become or is about to become due and
payable, the Company in its discretion may, instead of issuing a new Security,
pay such Security.


 


Upon the issuance of any new
Security under this Section, the Company may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee) connected therewith.


 


Every new Security issued
pursuant to this Section in lieu of any destroyed, lost or stolen
Security, and the Subsidiary Guarantees endorsed thereon, shall constitute an
original additional contractual obligation of the Company and the respective
Subsidiary Guarantors, whether or not the destroyed, lost or stolen Security
and the Subsidiary Guarantees endorsed thereon shall be at any time enforceable
by anyone, and shall be entitled to all the benefits of this Indenture equally
and proportionately with any and all other Securities duly issued hereunder.


 


33

















 


The provisions of this Section are
exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities.


 


SECTION 307.                  PAYMENT OF
INTEREST; INTEREST RIGHTS PRESERVED.


 


Interest on any Security
which is payable, and is punctually paid or duly provided for, on any Interest
Payment Date shall be paid to the Person in whose name that Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest.


 


Any interest on any Security
which is payable, but is not punctually paid or duly provided for, on any
Interest Payment Date (herein called “Defaulted Interest”) shall forthwith
cease to be payable to the Holder on the relevant Regular Record Date by virtue
of having been such Holder, and such Defaulted Interest may be paid by the
Company, at its election in each case, as provided in Clause (1) or (2) below:


 


(1)                                  The Company may
elect to make payment of any Defaulted Interest to the Persons in whose names
the Securities (or their respective Predecessor Securities) are registered at
the close of business on a Special Record Date for the payment of such
Defaulted Interest, which shall be fixed in the following manner.  The Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on each
Security and the date of the proposed payment, and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this Clause
provided.  Thereupon the Trustee shall
fix a Special Record Date for the payment of such Defaulted Interest which
shall be not more than 15 days and not less than 10 days prior to the date of
the proposed payment and not less than 10 days after the receipt by the Trustee
of the notice of the proposed payment. 
The Trustee shall promptly notify the Company of such Special Record
Date and, in the name and at the expense of the Company, shall cause notice of
the proposed payment of such Defaulted Interest and the Special Record Date
therefor to be mailed, first-class postage prepaid, to each Holder at his
address as it appears in the Security Register, not less than 10 days prior to
such Special Record Date.  Notice of the
proposed payment of such Defaulted Interest and the Special Record Date
therefor having been so mailed, such Defaulted Interest shall be paid by the
Trustee from the funds deposited by the Company as herein above provided to the
Persons in whose names the Securities (or their respective Predecessor
Securities) are registered at the close of business on such Special Record Date
and shall no longer be payable pursuant to the following Clause (2).


 


(2)                                  The Company may
make payment of any Defaulted Interest in any other lawful manner not
inconsistent with the requirements of any securities


 


34

















 


exchange on which the Securities may be listed, and upon such notice as
may be required by such exchange, if, after notice given by the Company to the
Trustee of the proposed payment pursuant to this Clause, such manner of payment
shall be deemed practicable by the Trustee.


 


Subject to the foregoing
provisions of this Section, each Security delivered under this Indenture upon
registration of transfer of or in exchange for or in lieu of any other Security
shall carry the rights to interest accrued and unpaid, and to accrue, which
were carried by such other Security.


 


SECTION 308.                  PERSONS
DEEMED OWNERS.


 


Prior to due presentment of
a 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 such Security is registered
as the owner of such Security for the purpose of receiving payment of principal
of and (subject to Section 307) interest on such Security and for all
other purposes whatsoever, whether or not such Security be overdue, and neither
the Company, the Subsidiary Guarantors, the Trustee nor any agent of the
Company, the Subsidiary Guarantors or the Trustee shall be affected by notice
to the contrary.


 


SECTION 309.                  CANCELLATION.


 


All Securities surrendered
for payment, redemption, registration of transfer or exchange shall, if surrendered
to any Person other than the Trustee, be delivered to the Trustee and shall be
promptly canceled by it.  The Company may
at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in
any manner whatsoever, and all Securities so delivered shall be promptly
canceled by the Trustee.  No Securities
shall be authenticated in lieu of or in exchange for any Securities canceled as
provided in this Section, except as expressly permitted by this Indenture.  All canceled Securities held by the Trustee
shall be disposed of as directed by a Company Order.


 


SECTION 310.                  COMPUTATION
OF INTEREST.


 


Interest
on the Securities of each series shall be computed as shall be specified in the
terms of those Securities as established in accordance with Section 301; provided that
if the terms of any Securities do not provide a method for computation of
interest with respect thereto, interest on that Security shall be computed on
the basis of a 360-day year of twelve 30-day months.


 


SECTION 311.                  CUSIP/COMMON
CODE/ISIN NUMBER.


 


The Company in issuing the
Securities may use “CUSIP”, “common code” and/or “ISIN” numbers (if then
generally in use), and, if so, the Trustee shall use “CUSIP”, “common code”
and/or “ISIN” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state
that no representation is made as to the correctness of such numbers either as
printed on the Securities or as


 


35

















 


contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be
affected by any defect in or omission of such numbers.  The Company will promptly notify the Trustee
of any change in the “CUSIP”, “common code” or “ISIN” numbers.


 


SECTION 312.                  BOOK-ENTRY
ONLY SYSTEM.


 


If made a part of the terms
of the Securities of a series in accordance with Section 301 with respect
to Securities represented by a Global Security, Securities of a series may be
issued initially in book-entry only form and, if issued in such form, shall be
represented by one or more Global Securities registered in the name of the
Depositary or other depositary designated with respect thereto.  So long as such book-entry only system of
registration is in effect, (a) Securities of a series so issued in
book-entry only form will not be issuable in the form of or exchangeable for
Securities in certificated or definitive registered form, (b) the records
of the Depositary or such other depositary will be determinative for all
purposes as to the beneficial owners.


 


ARTICLE FOUR


 


Satisfaction and Discharge


 


SECTION 401.                  SATISFACTION
AND DISCHARGE OF INDENTURE.


 


(a) This Indenture
shall, upon request by the Company, cease to be of further effect (except as to
any surviving rights of registration of transfer or exchange of Securities
herein expressly provided for), and the Trustee, on demand of and at the expense
of the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when


 


(1)                                  either


 


(A)                              all Securities
theretofore authenticated and delivered (other than (i) Securities which
have been destroyed, lost or stolen and which have been replaced or paid as
provided in Section 306 and (ii) Securities for whose payment money
has theretofore been deposited in trust or segregated and held in trust by the
Company and thereafter repaid to the Company or discharged from such trust, as
provided in Section 1003) have been delivered to the Trustee for
cancellation; or


 


(B)                                all such
Securities not theretofore delivered to the Trustee for cancellation


 


(i)                                     have become due
and payable,


 


(ii)                                  will become due
and payable at their Stated Maturity within one year, or


 


36

















 


(iii)                               are to be
called for redemption within one year under arrangements satisfactory to the
Trustee for the giving of notice of redemption by the Trustee in the name, and
at the expense, of the Company,


 


and the Company or a
Subsidiary Guarantor, in the case of (i), (ii) or (iii) above, has
deposited or caused to be deposited with the Trustee as trust funds in trust
for such purpose, money or U.S. Government Obligations or a combination thereof
sufficient (unless such funds consist solely of money) in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certifications thereof delivered to the Trustee, without consideration
of any reinvestment, to pay and discharge the entire indebtedness on such
Securities not theretofore delivered to the Trustee for cancellation, for
principal and interest to the date of such deposit (in the case of Securities
which have become due and payable) or to the Stated Maturity or Redemption
Date, as the case may be;


 


(2)                                  the Company or
a Subsidiary Guarantor has paid or caused to be paid all other sums payable
hereunder by the Company and the Subsidiary Guarantors; and


 


(3)                                  the Company has delivered to the Trustee
an Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the satisfaction and
discharge of this Indenture have been complied with.


 


Notwithstanding the
satisfaction and discharge of this Indenture pursuant to this Article Four,
the obligations of the Company to the Trustee under Section 607, the
obligations of the Trustee to any Authenticating Agent under Section 614,
the rights of the Trustee under Section 603 and, if money shall have been
deposited with the Trustee pursuant to subclause (B) of Clause (1) of
paragraph (a) of this Section, the obligations of the Trustee under Section 402
and the last paragraph of Section 1003 shall survive.


 


SECTION 402.                  APPLICATION
OF TRUST MONEY.


 


Subject to the provisions of
the last paragraph of Section 1003, all money deposited with the Trustee
pursuant to Section 401 shall be held in trust and applied by it, in
accordance with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal and interest for whose payment such money
has been deposited with the Trustee.


 


SECTION 403.                  OPTION TO
EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.


 


The Company may, at the
option of the Board of Directors evidenced by a resolution set forth in an
Officers’ Certificate, at any time, elect to have either Section


 


37

















 


404 or 405 be applied to all
outstanding Securities of all series or any series upon compliance with the
conditions set forth below in this Article Four.


 


SECTION 404.                  LEGAL
DEFEASANCE AND DISCHARGE.


 


Upon the Company’s exercise
under Section 403 of the option applicable to this Section 404 as to
the outstanding Securities of all series or any series, the Company, as
applicable, shall, subject to the satisfaction of the applicable conditions set
forth in Section 406, be deemed to have been discharged from its
obligations with respect to all outstanding Securities as to which the option
provided in Section 403 is exercised, on the date the conditions set forth
below are satisfied (hereinafter, “Legal Defeasance”).  For this purpose, Legal Defeasance means that
the Company shall be deemed to have paid and discharged the entire indebtedness
represented by such outstanding Securities, which shall thereafter be deemed to
be “outstanding” only for the purposes of Section 407, Section 402
and the other sections of this Indenture referred to below, and to have
satisfied all its other obligations under such Securities and this Indenture
(and the Trustee, on demand of and at the expense of the Company, shall execute
proper instruments acknowledging the same), except for the following provisions
which shall survive until otherwise terminated or discharged hereunder: (a) the
rights of Holders of outstanding Securities to receive solely from the trust
fund described in Section 406, and as more fully set forth in such
Section, payments in respect of the principal of, premium, if any, and
interest, if any, on such Securities when such payments are due, (b) the
Company’s obligations with respect to such Securities under Article Three
and Section 1002, (c) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and the Company’s obligations in connection
therewith and (d) this Article Four. Subject to compliance with this Article Four,
the Company may exercise its option under this Section 404 notwithstanding
the prior exercise of its option under Section 405.


 


SECTION 405.                  COVENANT
DEFEASANCE.


 


Upon the Company’s exercise
under Section 403 of the option applicable to this Section 405 as to
the outstanding Securities of all series or any series, subject to the
satisfaction of the applicable conditions set forth in Section 406, the
Company shall be released from its respective obligations under Sections 1004
through 1006 and any covenants which are made a part of the terms of the
Securities of a series in accordance with clause 11 of the second paragraph of Section 301
(unless such a covenant is expressly excluded from the release contemplated by
this Section 405), in each case on and after the date the conditions set forth
below are satisfied as to those Securities as to which that option is exercised
(hereinafter, “Covenant Defeasance”), and such Securities shall thereafter be
deemed not “outstanding” for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed “outstanding”
for all other purposes hereunder.  For
this purpose, Covenant Defeasance means that, with respect to the outstanding
Securities of any series as to which the Covenant Defeasance has occurred, the
Company may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such covenant, whether directly
or indirectly, by reason of any reference elsewhere herein to any such covenant
or by reason


 


38

















 


of any reference in any such
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute or give rise to a default or an Event
of Default under Section 501(3), but, except as specified above, the
remainder of this Indenture and such Securities shall be unaffected thereby. In
addition, upon the Company’s exercise under Section 403 of the option
applicable to this Section 405, subject to the satisfaction of the
applicable conditions set forth in Section 406, Section 501(3) shall
not constitute Events of Default.


 


SECTION 406.                  CONDITIONS TO
LEGAL OR COVENANT DEFEASANCE.


 


The following shall be the
conditions to the application of either Section 404 or 405 to the
outstanding Securities of a series:


 


In order to exercise either
Legal Defeasance or Covenant Defeasance:


 


(1)                                  the Company
must irrevocably deposit or cause to be deposited with the Trustee, in trust,
for the benefit of the Holders of the Securities as to which Legal Defeasance
or Covenant Defeasance will occur, moneys (which shall be United States legal
tender except to the extent necessary to provide for the payment of any series
of Securities that is denominated in a currency other than dollars, in which
case such moneys shall include such other currency) and U.S. Government
Obligations (or to the extent that a series of Securities is denominated in a
currency other than dollars, equivalent securities issued by a government,
governmental agency or central bank of a country in whose currency the series
of Securities is denominated that are backed by the full faith and credit of
the government of that country) or a combination thereof, in such amounts as
will be sufficient, in the opinion of a nationally recognized firm of
independent public accountants, to pay the principal of, premium, if any, and
interest on such Securities on the Stated Maturity for payment thereof or on
the redemption date of such principal or installment of principal of, premium,
if any, or interest on such Securities (and the Company must specify whether
the Securities are being defeased to maturity or to a particular redemption
date), and the Holders, or the Trustee on behalf of the Holders, of such
Securities must have a valid, perfected, exclusive security interest in such
trust;


 


(2)                                  in the case of
an election under Section 404, the Company shall have delivered to the
Trustee an Opinion of Counsel in the United States reasonably acceptable to the
Trustee confirming that (A) the Company has received from, or there has
been published by the Internal Revenue Service, a ruling or (B) since the
date of this Indenture, there has been a change in the applicable Federal
income tax law, in either case to the effect that, and based thereon such
Opinion of Counsel shall confirm that, the Holders of such Securities will not
recognize income, gain or loss for Federal income tax purposes as a result of
such Legal Defeasance and will be subject to Federal income tax on the same
amounts, in the same manner and at the same times as would have been the case
if such Legal Defeasance had not occurred;


 


39

















 


(3)                                  in
the case of an election under Section 405, the Company shall have
delivered to the Trustee an Opinion of Counsel in the United States reasonably
acceptable to such Trustee confirming that the Holders of such Securities will
not recognize income, gain or loss for Federal income tax purposes as a result
of such Covenant Defeasance and will be subject to Federal income tax on the
same amounts, in the same manner and at the same times as would have been the
case if such Covenant Defeasance had not occurred;


 


(4)                                  no Default or
Event of Default shall have occurred and be continuing on the date of such
deposit (other than a Default or Event of Default resulting from the borrowing
of funds to be applied to such deposit);


 


(5)                                  such Legal
Defeasance or Covenant Defeasance shall not result in a breach or violation of,
or constitute a default under, this Indenture or any other material agreement
or instrument to which the Company or any of its Subsidiaries is a party or by
which the Company or any of its Subsidiaries is bound;


 


(6)                                  the Company
shall have delivered to the Trustee an Officers’ Certificate stating that the
deposit was not made by the Company with the intent of defeating, hindering,
delaying or defrauding any other creditors of the Company or others; and


 


(7)                                  the Company
shall have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that the conditions precedent herein provided relating to
the defeasance contemplated by this Section 406 have been complied with.


 


If the funds deposited with
the Trustee to effect Covenant Defeasance are insufficient to pay the principal
of, premium, if any, and interest on the Securities when due, then the
obligations of the Company under this Indenture will be revived, no such
defeasance shall be deemed to have occurred and, at the request of the Company,
the Trustee will return to the Company the funds deposited by the Company to
effect the Covenant Defeasance.


 


	
  SECTION 407.

  	
   

  	
  DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO
  BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.

  



 


Subject to Section 408,
all moneys and U.S. Government Obligations (and any foreign government
obligations) (including the proceeds thereof) deposited with the Trustee
pursuant to Section 406 in respect of outstanding Securities shall be held
in trust and applied by the Trustee, in accordance with the provisions of such
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as Paying Agent) as the Trustee may
determine, to the Holders of such Securities of all sums due and to become due
thereon in respect of principal, premium, if any, and interest (and Additional
Interest, if any), but such money need not be segregated from other funds
except to the extent required by law.


 


40
















 


The
Company shall pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the cash or U.S. Government Obligations
deposited pursuant to Section 406 or the principal and interest received
in respect thereof, other than any such tax, fee or other charge which by law
is for the account of the Holders of the outstanding Securities.


 


Anything
in this Article Four to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon the request of the Company
any money or U.S. Government Obligations held by it as provided in Section 406
which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee
(which may be the opinion delivered under Section 406), are in excess of
the amount thereof that would then be required to be deposited to effect an
equivalent Legal Defeasance or Covenant Defeasance.


 


SECTION 408.               REPAYMENT TO THE
COMPANY.


 


Any
money deposited with the Trustee or any Paying Agent, or then held by the
Company, in trust for the payment of the principal of, premium, if any, or
interest on any Security and remaining unclaimed for two years after such
principal, and premium, if any, or interest has become due and payable shall be
paid to the Company on its written request or (if then held by the Company)
shall be discharged from such trust; and the Holder of such Security shall
thereafter, as a creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in the New York Times and
The Wall Street Journal (national edition), notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less
than 30 days from the date of such notification or publication, any unclaimed
balance of such money then remaining will be repaid to the Company.


 


SECTION 409.               REINSTATEMENT.


 


If
the Trustee or Paying Agent is unable to apply any moneys, U.S. Government
Obligations or other securities that have been deposited pursuant to Section 406
in accordance with Section 404 or 405, as the case may be, by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the Company’s
obligations under this Indenture and the Securities as to which the option
under Section 403 is exercised shall be revived and reinstated as though
no deposit had occurred pursuant to Section 406, until such time as the
Trustee or Paying Agent is permitted to apply all such moneys, U.S. Government
Obligations or other securities in accordance with Section 404 or 405, as
the case may be; provided, however, that, if the
Company makes any payment of principal of, premium, if any, or interest on any
Security following the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Securities to receive


 


41

















 


such payment from the moneys, U.S. Government Obligations or other
securities held by the Trustee or Paying Agent.


 


ARTICLE FIVE


 


Default and Remedies


 


SECTION 501.               EVENTS OF
DEFAULT.


 


“Event
of Default”, with respect to any series of Securities, wherever used herein, means
any one of the following events (whatever the reason for such Event of Default
and whether it shall be voluntary or involuntary or be effected by operation of
law or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body), unless it is either
inapplicable to a particular series or it is specifically deleted or modified
in the Supplemental Indenture, the Board Resolution or Officers’ Certificate
under which such series of Securities is issued:


 


(1)           default in the payment of the principal of, or premium, if any, on any
Security of that series at its Maturity; or


 


(2)           default in the payment of any interest upon any Security of that series
when it becomes due and payable, and continuance of such default for a period
of 30 days; or


 


(3)           with respect to the Securities of that series, default in the
performance, or breach, of any covenant or warranty of the Company or the
Subsidiary Guarantors in this Indenture (other than a covenant or warranty a
default in whose performance or whose breach is elsewhere in this Section specifically
dealt with or that has expressly been included in this Indenture by means of a
Supplemental Indenture, Board Resolution or Officer’s Certificate solely for the
benefit of series of Securities other than that series), and continuance of
such default or breach for a period of 90 days after there has been given, by
registered or certified mail, to the Company by the Trustee or to the Company
and the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of that series a written notice specifying such default
or breach and requiring it to be remedied and stating that such notice is a “Notice
of Default” hereunder; or


 


(4)           the entry by a court having jurisdiction in the premises of (A) a
decree or order for relief in respect of the Company or any Subsidiary
Guarantor in an involuntary case or proceeding under any applicable United
States Federal or State or other applicable bankruptcy, insolvency,
reorganization or other similar law or (B) a decree or order adjudging the
Company or any Subsidiary Guarantor bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company or any Subsidiary Guarantor under
any applicable Federal or State or


 


42

















 


other applicable law, or appointing a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar official
of the Company or any Subsidiary Guarantor or of any substantial part of the
property of the Company or any Subsidiary Guarantor, or ordering the winding up
or liquidation of the affairs of the Company or any Subsidiary Guarantor, and
the continuance of any such decree or order for relief or any such other decree
or order unstayed and in effect for a period of 60 consecutive days; or


 


(5)           the commencement by the Company or any Subsidiary Guarantor of a
voluntary case or proceeding under any applicable United States Federal or
State or other applicable bankruptcy, insolvency, reorganization or other
similar law or of any other case or proceeding to be adjudicated a bankrupt or
insolvent, or the consent by the Company or any Subsidiary Guarantor to the
entry of a decree or order for relief in respect of the Company or any
Subsidiary Guarantor in an involuntary case or proceeding under any applicable
Federal or State or other applicable bankruptcy, insolvency, reorganization or
other similar law or to the commencement of any bankruptcy or insolvency case
or proceeding against the Company or any Subsidiary Guarantor, or the filing by
the Company or any Subsidiary Guarantor of a petition or answer or consent
seeking reorganization or relief under any applicable Federal or State or other
applicable law, or the consent by the Company or any Subsidiary Guarantor to
the filing of such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee, sequestrator or similar
official of the Company or any Subsidiary Guarantor or of any substantial part
of the property of the Company or Subsidiary Guarantor, or the making by the
Company or any Subsidiary Guarantor of an assignment for the benefit of creditors,
or the admission by the Company or any Subsidiary Guarantor in writing of its
inability to pay its debts generally as they become due, or the taking of
corporate action by the Company or any Subsidiary Guarantor in furtherance of
any such action.


 


SECTION 502.               ACCELERATION OF
MATURITY; RESCISSION AND ANNULMENT.


 


If
an Event of Default (other than an Event of Default specified in Sections 501(4) or
(5)) with respect to any series of Securities for which there are Securities
Outstanding occurs and is continuing, then and in every such case the Trustee
or any Holders of not less than 25% in principal amount of the Outstanding
Securities of such series may declare the principal of all the Securities of
such series to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by Holders), and upon any such declaration
such principal and any accrued interest shall become immediately due and
payable.  If an Event of Default specified
in Section 501(4) or (5) occurs, the principal of and any
accrued interest on the Securities then Outstanding of all series shall become
immediately due and payable without any declaration or other Act on the part of
the Trustee or any Holder.


 


At
any time after such a declaration of acceleration with respect to Securities of
any series has been made and before a judgment or decree for payment of


 


43

















 


the money due has been obtained by the Trustee as hereinafter in this Article provided,
the Holders of a majority in principal amount of the Outstanding Securities of
such series, by written notice to the Company and the Trustee, may rescind and
annul such declaration and its consequences if


 


(1)           the Company or any Subsidiary Guarantor has paid or deposited with the
Trustee a sum sufficient to pay, without duplication,


 


(A)          all overdue interest on all Securities of such series,


 


(B)           the principal of the Securities of such series has become due otherwise
than by such declaration of acceleration and, to the extent that payment of
such interest is lawful, interest thereon at the rate provided by the terms of
Securities of such series,


 


(C)           to the extent that payment of such interest is lawful, interest upon
overdue interest at the rate provided by the terms of the Securities of such
series, and


 


(D)          all sums paid or advanced by the Trustee hereunder and the reasonable
compensation, expenses, disbursements and advances of the Trustee, the
Registrar, any Paying Agent, and their agents and counsel and all other amounts
due the Trustee under Section 607;


 


and


 


(2)           all Events of Default with respect to Securities of that series, other
than the non-payment of the principal of Securities of that series that have
become due solely by such declaration of acceleration, have been cured or
waived as provided in Section 513.


 


No
such rescission shall affect any subsequent default or impair any right
consequent thereon.


 


SECTION 503.               COLLECTION OF
INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.


 


The Company covenants that if


 


(1)           default is made in the payment of any interest on any Security of any
series when such interest, as the case may be, becomes due and payable and such
default continues for a period of 30 days, or


 


(2)           default is made in the
payment of the principal of any Security of any series at the Maturity thereof,


 


the Company will, upon demand of the Trustee, pay to it, for the
benefit of the Holder of any such Security of that series, the whole amount
then due and payable on any Security


 


44

















 


of that series for principal, premium, if any, and interest, and, to
the extent that payment of such interest shall be legally enforceable, interest
on any overdue principal, premium and on any overdue interest, at the rate
provided by the terms of any Security of that series, and, in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel and all amounts due to the
Trustee under Section 607.


 


If
an Event of Default with respect to any series of Securities occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities of such series by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.


 


SECTION 504.              TRUSTEE MAY FILE
PROOFS OF CLAIM.


 


In
case of any judicial proceeding relative to the Company, any Subsidiary
Guarantor or any other obligor upon the Securities, or the property of the
Company or its creditors or of any Subsidiary Guarantor and its creditors, the
Trustee shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding.  In particular, the Trustee
shall be entitled and empowered to participate as a member in any official
committee of creditors.  The Trustee shall
be authorized to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make
such payments to the Trustee and, in the event that the Trustee shall consent
to the making of such payments directly to the Holders, to pay to the Trustee
any amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 607.


 


No
provision of this Indenture shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee may,
on behalf of the Holders, vote for the election of a trustee in bankruptcy or
similar official and may be a member of the creditors’ committee.


 


SECTION 505.              TRUSTEE
MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES OR SUBSIDIARY  GUARANTEES.


 


All
rights of action and claims under this Indenture or the Securities of any
series or any Subsidiary Guarantee may be prosecuted and enforced by the
Trustee


 


45

















 


without the possession of any of the Securities of such series or the
production thereof in any proceeding relating thereto, and any such proceeding
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall, after provision for the
payment of the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, be for the ratable benefit of the Holders
of the Securities of such series in respect of which such judgment has been
recovered.


 


SECTION 506.               APPLICATION OF
MONEY COLLECTED.


 


Any
money collected by the Trustee with respect to a series of Securities pursuant
to this Article shall be applied in the following order, at the date or
dates fixed by the Trustee and, in case of the distribution of such money on
account of principal or interest, upon presentation of the Securities of that
series and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:


 


FIRST:  To the payment of costs and expenses of
collection, including all sums paid or advanced by the Trustee hereunder and
the reasonable compensation, expenses and disbursements of the Trustee, its
agents and counsel, and all other amounts due the Trustee under Section 607
with respect to the Securities of that series;


 


SECOND:  To the payment of the amounts then due and
unpaid for principal of, premium, if any, and interest on the Securities of
that series in respect of which or for the benefit of which such money has been
collected, ratably, without preference or priority of any kind, according to
the amounts due and payable on such Securities of that series for principal,
premium, if any, and interest, respectively; and


 


THIRD:
The balance, if any, to the Company.


 


SECTION 507.               LIMITATION ON
SUITS.


 


No
Holder of any Security of any series shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless


 


(1)           such Holder has previously given written notice to the Trustee of a
continuing Event of Default with respect to Securities of such series;


 


(2)           the Holders of not less than 25% in principal amount of the Outstanding
Securities of such series shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as
Trustee hereunder;


 


(3)           such Holder or Holders have offered to the Trustee indemnity
satisfactory to it against the costs, expenses and liabilities to be incurred
in compliance with such request;


 


46

















 


(4)           the Trustee for 60 days after its receipt of such notice, request and
offer of indemnity has failed to institute any such proceeding; and


 


(5)           no direction
inconsistent with such written request has been given to the Trustee during
such 60-day period by the Holders of a majority in principal amount of the
Outstanding Securities of such series;


 


it being understood and intended that no one or more Holders of
Securities of such series shall have any right in any manner whatever by virtue
of, or by availing of, any provision of this Indenture to affect, disturb or
prejudice the rights of any other Holders of Securities of such series, or to
obtain or to seek to obtain priority or preference over any other such Holders
or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all the Holders of Securities
of such series.


 


SECTION 508.               UNCONDITIONAL
RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST.


 


Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have
the right, which is absolute and unconditional, to receive payment of the principal
of, premium, if any, and (subject to Section 307) interest on such
Security on the respective Stated Maturities expressed in such Security (or, in
the case of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder.


 


SECTION 509.               RESTORATION OF
RIGHTS AND REMEDIES.


 


If
the Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee or to
such Holder, then and in every such case, subject to any determination in such
proceeding, the Company, the Subsidiary Guarantors, the Trustee and the Holders
shall be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding had been instituted.


 


SECTION 510.               RIGHTS AND
REMEDIES CUMULATIVE.


 


Except
as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 306,
no right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. 
The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any
other appropriate right or remedy.


 


47

















 


SECTION 511.               DELAY OR
OMISSION NOT WAIVER.


 


No
delay or omission of the Trustee or of any Holder of any Security to exercise
any right or remedy accruing upon any Event of Default shall impair any such
right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein.  Every right and
remedy given by this Article or by law to the Trustee or to the Holders
may be exercised from time to time, and as often as may be deemed expedient, by
the Trustee or by the Holders, as the case may be.


 


SECTION 512.               CONTROL BY
HOLDERS.


 


Subject
to Article Six, the Holders of a majority in principal amount of the
Outstanding Securities of any series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or exercising any trust or power conferred on the Trustee with respect
to the Securities of such series, provided
that


 


(1)           such direction shall not be in conflict with any rule of law or
with this Indenture or any Subsidiary Guarantee,


 


(2)           the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction, and


 


(3)           the Trustee need not take any action which might involve it in personal
liability or be unduly prejudicial to the Holders of Securities of such series
not joining therein, it being understood that the Trustee shall have no duty to
ascertain whether or not such actions or forbearances are unduly prejudicial to
such holders.


 


SECTION 513.               WAIVER OF PAST
DEFAULTS.


 


The
Holders of not less than a majority in principal amount of the Outstanding
Securities of any series may on behalf of the Holders of all the Securities of
such series waive any past default hereunder and its consequences, except a
default


 


(1)           in the payment of the principal of, premium, if any, or interest on any
Security, or


 


(2)           in respect of a covenant or provision hereof which under Article Nine
cannot be modified or amended without the consent of the Holder of each
Outstanding Security of such series affected.


 


Upon
any such waiver, such default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured, for every purpose of this
Indenture, and the Company, any Subsidiary Guarantor, the Trustee and any
Holder shall be restored to their former position and rights hereunder, but no
such waiver shall extend to any subsequent or other default or impair any right
consequent thereon.


 


48

















 


SECTION 514.               UNDERTAKING FOR
COSTS.


 


In
any suit for the enforcement of any right or remedy under this Indenture, or in
any suit against the Trustee for any action taken, suffered or omitted by it as
Trustee, a court may require any party litigant in such suit to file an
undertaking to pay the costs of such suit, and may assess costs against any
such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; provided that
neither this Section nor the Trust Indenture Act shall be deemed to
authorize any court to require such an undertaking or to make such an
assessment in any suit instituted by the Company or any Subsidiary Guarantor.


 


SECTION 515.               WAIVER OF STAY
OR EXTENSION LAWS.


 


Each
of the Company and the Subsidiary Guarantors covenants (to the extent that it
may lawfully do so) that it will not at any time insist upon, or plead, or in
any manner whatsoever claim or take the benefit or advantage of, any stay or
extension law wherever enacted, now or at any time hereafter in force, which
may affect the covenants or the performance of this Indenture; and each of the
Company and the Subsidiary Guarantors (to the extent that it may lawfully do
so) hereby expressly waives all benefit or advantage of any such law and
covenants that it will not hinder, delay or impede the execution of any power
herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.


 


ARTICLE SIX


 


The Trustee


 


SECTION 601.               CERTAIN DUTIES
AND RESPONSIBILITIES OF THE TRUSTEE.


 


Except
during the continuance of an Event of Default, (1) the Trustee undertakes
to perform such duties and only such duties as are specifically set forth in
this Indenture, and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and (2) in the absence of bad faith on its
part, the Trustee may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon certificates or
opinions furnished to the Trustee and conforming to the requirements of this
Indenture.


 


In
case an Event of Default with respect to any series of Securities has occurred
and is continuing, the Trustee shall exercise such of the rights and powers
vested in it by this Indenture with respect to such series, and use the same
degree of care and skill in their exercise, as a prudent person would exercise
under the circumstances in the conduct of his or her own affairs.


 


The
duties and responsibilities of the Trustee shall be as provided by the Trust
Indenture Act.  Notwithstanding the
foregoing, no provision of this Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that
repayment of such


 


49

















 


funds or indemnity satisfactory to it against such risk or liability is
not reasonably assured to it.  Whether or
not therein expressly so provided, every provision of this Indenture relating
to the conduct or affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Section 601.


 


SECTION 602.               NOTICE OF
DEFAULTS.


 


Within
90 days after the occurrence of any default hereunder with respect to
Securities of any series, the Trustee shall transmit by mail to all Holders of
Securities of such series entitled to receive reports pursuant to Section 703
notice of such default hereunder known to the Trustee, unless such default
shall have been cured or waived; provided
that, except in the case of a default in the payment of the principal of,
premium, if any, or interest on any Security of such series, or in the payment
of any sinking fund installment with respect to Securities of such series, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a trust committee of directors
and/or Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interests of the Holders of Securities of
such series. For the purpose of this Section 602, the term “default,” with
respect to Securities of any series, means any event that is, or after notice
or lapse of time, or both, would become, an Event of Default with respect to
Securities of such series.


 


SECTION 603.               CERTAIN RIGHTS
OF TRUSTEE.


 


Subject to the provisions of Section 601:


 


(a)           the Trustee may conclusively rely and shall be fully protected in
acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties;


 


(b)           any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order and any resolution
of the Board of Directors may be sufficiently evidenced by a Board Resolution;


 


(c)           whenever in the administration of this Indenture the Trustee shall deem
it desirable that a matter be proved or established prior to taking, suffering
or omitting any action hereunder, the Trustee (unless other evidence be herein
specifically prescribed) may, in the absence of bad faith on its part, rely
upon an Officers’ Certificate;


 


(d)           the Trustee may consult with counsel of its selection and the advice of
such counsel or any Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it
hereunder in good faith and in reliance thereon;


 


(e)           the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the


 


50
















 


Holders pursuant to this Indenture, unless
such Holders shall have offered to the Trustee reasonable security or indemnity
satisfactory to it against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction;


 


(f)                                    the Trustee
shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters as it
may see fit, and, if the Trustee shall determine to make such further inquiry
or investigation, it shall be entitled to examine the books, records and
premises of the Company, personally or by agent or attorney;


 


(g)                                 the Trustee may
execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents, attorneys, custodians or nominees and
the Trustee shall not be responsible for any misconduct or negligence on the
part of any agent or attorney appointed with due care by it hereunder;


 


(h)                                 the Trustee
shall not be liable for any action taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the discretion or rights of
powers conferred upon it by this Indenture or any action taken, suffered or
omitted by it pursuant to a direction of the Company or any Holders pursuant to
the provisions of this Indenture;


 


(i)                                     the Trustee
shall not be required to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or in
the exercise of any of its rights or powers if it shall have reasonable grounds
for believing that repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it;


 


(j)                                     the Trustee
shall not be deemed to have knowledge or notice of any Default or Event of Default
except (i) any Event of Default occurring pursuant to Clauses (1) or (2) of
the definition of “Event of Default” or (ii) any Default or Event of
Default of which Trustee shall have received written notification in accordance
with the terms of this Indenture or obtained actual knowledge; and


 


(k)                                  the Trustee may
request that the Company and each of the Subsidiary Guarantors deliver an
Officers’ Certificate to the Trustee setting forth the names of the individuals
or titles of officers, or both, authorized at such times to take specified
actions pursuant to this Indenture.


 


SECTION 604.                              NOT
RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.


 


The recitals contained herein and in the
Securities and the Subsidiary Guarantees, except the Trustee’s certificates of
authentication, shall be taken as the statements of the Company or the
Subsidiary Guarantors, as the case may be, and the Trustee assumes no
responsibility for their correctness. 
The Trustee makes no 


 


51

















 


representations as to the
validity or sufficiency of this Indenture or of the Securities or the
Subsidiary Guarantees endorsed thereon. 
The Trustee shall not be accountable for the use or application by the
Company of Securities or the proceeds thereof.


 


SECTION 605.                              MAY HOLD
SECURITIES.


 


The Trustee, any Authenticating Agent, any
Paying Agent, any Security Registrar or any other agent of the Company or any
Subsidiary Guarantor, in its individual or any other capacity, may become the
owner or pledgee of Securities and, subject to Sections 608 and 613, may
otherwise deal with the Company and any Subsidiary Guarantor with the same
rights it would have if it were not Trustee, Authenticating Agent, Paying
Agent, Security Registrar or such other agent.


 


SECTION 606.                              MONEY
HELD IN TRUST.


 


Money held by the Trustee in trust hereunder
need not be segregated from other funds except to the extent required by
law.  The Trustee shall be under no
liability for interest on any money received by it hereunder except as
otherwise agreed with the Company or any Subsidiary Guarantor, as the case may
be.


 


SECTION 607.                              COMPENSATION
AND REIMBURSEMENT.


 


The Company and each
Subsidiary Guarantor jointly and severally unconditionally agree


 


(1)                                  to pay to the
Trustee from time to time, and the Trustee shall be entitled to, reasonable
compensation for all services rendered by it hereunder (which compensation
shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust);


 


(2)                                  except as
otherwise expressly provided herein, to reimburse the Trustee upon its request
for all reasonable expenses, disbursements and advances incurred or made by the
Trustee in accordance with any provision of this Indenture (including the
reasonable compensation and the expenses and disbursements of its agents and
counsel), except any such expense, disbursement or advance as may be
attributable to its negligence or willful misconduct; and


 


(3)                                  to indemnify
the Trustee, its officers, directors, agents and employees for, and to hold it
harmless against, any loss, liability or expense incurred without negligence or
willful misconduct on its part, arising out of or in connection with the
acceptance or administration of this trust, including the costs and expenses of
enforcing this Indenture against the Company and the Subsidiary Guarantors
(including this Section 607) and defending itself against or investigating
any claim or liability in connection with the exercise or performance of any of
its powers or duties hereunder.  The
Company and the Subsidiary Guarantors shall defend the claim and the Trustee
shall cooperate in the defense.  The
Trustee may have separate counsel and the Company and the Subsidiary Guarantors
shall pay the reasonable fees and expenses of such counsel.  This 


 


52





















 


Section 607
shall survive the termination of the Indenture or the earlier resignation or
removal of the Trustee.


 


To secure the Company’s and each Subsidiary
Guarantor’s payment obligations in this Section 607, the Trustee shall
have a lien prior to the Securities on all money or property held or collected
by the Trustee, in its capacity as Trustee, except money or property held in
trust to pay principal of, premium, if any, and interest on, particular
Securities.


 


When the Trustee incurs expenses or renders
services after an Event of Default specified in Section 501(4) or (5) of
this Indenture occurs, such expenses (including the charges and expenses of its
agent and counsel) are intended to constitute expenses of administration under
Bankruptcy Law.


 


SECTION 608.                              DISQUALIFICATION;
CONFLICTING INTERESTS.


 


If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.  To the extent permitted by the Trust
Indenture Act, the Trustee shall not be deemed to have a conflicting interest
with respect to the Securities of any series by virtue of being Trustee with
respect to the Securities of any particular series of Securities other than
that series.


 


SECTION 609.                              CORPORATE
TRUSTEE REQUIRED; ELIGIBILITY.


 


There shall at all times be a Trustee
hereunder which shall be a Person that is eligible pursuant to the Trust
Indenture Act to act as such and has a combined capital and surplus (or the
parent holding company of which has a combined capital and surplus) of at least
$50,000,000.  If such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of said supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Person (or parent holding
company thereof) shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published.  If at any time the Trustee with respect to
any series of Securities shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.


 


SECTION 610.                              RESIGNATION
AND REMOVAL; APPOINTMENT OF SUCCESSOR.


 


(a)                                  No resignation
or removal of the Trustee and no appointment of a successor Trustee pursuant to
this Article shall become effective until the acceptance of appointment by
the successor Trustee under Section 611.


 


(b)                                 The Trustee may
resign with respect to any series of Securities at any time by giving written
notice thereof to the Company.  If an
instrument of acceptance by a successor Trustee shall not have been delivered
to the Trustee within 30 days after the giving of such notice of resignation,
the resigning Trustee may petition any court of


 


53





















 


competent jurisdiction for the appointment of
a successor Trustee with respect to Securities of such series.


 


(c)                                  The Trustee may
be removed with respect to any series of Securities at any time by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series, delivered to the Trustee and to the Company.


 


(d)                                 If at any time:


 


(1)                                  the Trustee
shall fail to comply with Section 608 with respect to any series of
Securities after written request therefor by the Company or by any Holder of
Securities of such series who has been a bona fide Holder of a Security of such
series for at least six months, or


 


(2)                                  the Trustee
shall cease to be eligible under Section 609 with respect to any series of
securities and shall fail to resign after written request therefor by the
Company or by any such Holder of Securities of such series, or


 


(3)                                  the Trustee
shall become incapable of acting with respect to any series of Securities or
shall be adjudged bankrupt or insolvent or a receiver of the Trustee or of its
property shall be appointed or any public officer shall take charge or control
of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation,


 


then, in any such case, (i) the Company by a
Board Resolution may remove the Trustee with respect to all Securities or the
Securities of such series, or (ii) subject to Section 514, any Holder
who has been a bona fide Holder of a Security of such series for at least six
months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee with respect to such series.


 


(e)                                  If the Trustee
shall resign, be removed or become incapable of acting with respect to any
series of Securities, or if a vacancy shall occur in the office of the Trustee
with respect to any series of Securities for any cause, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series).  If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to such series of Securities shall be appointed by the Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee with respect to such
series, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment, become the successor Trustee with respect to such series
and to that extent supersede the successor Trustee appointed by the Company
with respect to such series. If no successor Trustee with respect to such
series shall have been so appointed by the Company or the Holders of Securities
of such series and 


 


54





















 


accepted appointment in the manner
hereinafter provided, any Holder who has been a bona fide Holder of a Security
of such series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to such series.


 


(f)                                    The Company
shall give notice of each resignation and each removal of the Trustee with
respect to the Securities of any series and each appointment of a successor
Trustee with respect to the Securities of any series to all Holders in the
manner provided in Section 106. 
Each notice shall include the name of the successor Trustee with respect
to the Securities of any series and the address of its Corporate Trust Office.


 


SECTION 611.                              ACCEPTANCE
OF APPOINTMENT BY SUCCESSOR.


 


Every successor Trustee with respect to the
Securities of any series appointed hereunder shall execute, acknowledge and
deliver to the Company, the Subsidiary Guarantors and to the retiring Trustee
an instrument accepting such appointment, and thereupon the resignation or
removal of the retiring Trustee shall become effective with respect to all or
any series as to that it is resigning as Trustee, and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to all or
any such series; but, on request of the Company or the successor Trustee, such
retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee with respect to all or any such series and shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to all or any such
series.  Upon request of any such
successor Trustee, the Company and the Subsidiary Guarantors shall execute any
and all instruments for more fully and certainly vesting in and confirming to
such successor Trustee  with respect to
any series of securities all such rights, powers and trusts.


 


No successor Trustee with respect to
Securities of any series shall accept its appointment unless at the time of
such acceptance such successor Trustee with respect to such series shall be
qualified and eligible under this Article.


 


SECTION 612.                              MERGER,
CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.


 


Any corporation, association or other entity
into which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation, association or other entity resulting from
any merger, conversion or consolidation to which the Trustee shall be a party,
or any corporation succeeding to all or substantially all the corporate trust
business of the Trustee, ipso facto
shall be the successor of the Trustee hereunder, provided such corporation shall
be otherwise qualified and eligible under this Article, without the execution
or filing of any paper or any further act on the part of any of the parties
hereto notwithstanding anything herein to the contrary.  In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office,


 


55

















 


any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.


 


SECTION 613.                              PREFERENTIAL
COLLECTION OF CLAIMS AGAINST COMPANY AND SUBSIDIARY GUARANTORS.


 


If and when the Trustee shall be or become a
creditor of the Company, any Subsidiary Guarantor or any other obligor upon the
Securities or any Subsidiary Guarantor, the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims
against the Company, such Subsidiary Guarantor or any such other obligor.


 


SECTION 614.                              APPOINTMENT
OF AUTHENTICATING AGENT.


 


The Trustee may appoint an Authenticating
Agent or Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series issued upon original issue and upon exchange registration of transfer,
partial redemption or pursuant to Section 306, and Securities so
authenticated, and the Subsidiary Guarantees endorsed thereon, shall be
entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee hereunder.  Wherever reference is made in this Indenture
to the authentication and delivery of Securities by the Trustee or the Trustee’s
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent, except for authentication of original issues or lost,
stolen or mutilated securities.  Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, or authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination
by Federal or State authority.  If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published.  If at any time an Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.


 


Any corporation into which an Authenticating
Agent may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which
such Authenticating Agent shall be a party, or any corporation succeeding to
the corporate agency or corporate trust business of an Authenticating Agent,
shall continue to be an Authenticating Agent, provided such corporation shall
be otherwise eligible under this Section, without the execution or filing of
any paper or any further act on the part of the Trustee or the Authenticating
Agent.


 


56

















 


An Authenticating Agent may resign at any
time by giving written notice thereof to the Trustee and to the Company.  The Trustee may at any time terminate the
agency of an Authenticating Agent by giving written notice thereof to such Authenticating
Agent and to the Company.  Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
such Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders as their
names and addresses appear in the Security Register.  Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. 
No successor Authenticating Agent shall be appointed unless eligible
under the provisions of this Section.


 


The Trustee agrees to pay to each
Authenticating Agent from time to time reasonable compensation for its services
under this Section, and the Trustee shall be entitled to be reimbursed for such
payments, subject to the provisions of Section 607.


 


If an appointment with respect to one or more
series is made pursuant to this Section, the Securities of such series may have
endorsed thereon, in addition to the Trustee’s certificate of authentication,
an alternative certificate of authentication in the following form:


 


This is one of the
Securities of the series designated therein (or pursuant thereto) referred to
in the within-mentioned Indenture.


 


	
   

  	
  HSBC Bank USA,

  
	
   

  	
  National Association, As
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
  ,

  	
  By:

  	
   

  
	
   

  	
   

  	
  As
  Authenticating Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signature

  



 


57

















 


ARTICLE SEVEN


 


Holders’ Lists and Reports by Trustee and Company


 


SECTION 701.                              COMPANY
TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.


 


The Company will furnish or
cause to be furnished to the Trustee:


 


(a)                                  annually, not
more than 15 days after each Regular Record Date, a list, in such form as the
Trustee may reasonably require, of the names and addresses of the Holders as of
such Regular Record Date, and


 


(b)                                 at such other
times as the Trustee may request in writing, within 30 days after the receipt
by the Company of any such request, a list of similar form and content as of a
date not more than 15 days prior to the time such list is furnished;


 


excluding from any such
list names and addresses received by the Trustee in its capacity as Security
Registrar.


 


SECTION 702.                              PRESERVATION
OF INFORMATION; COMMUNICATIONS TO HOLDERS.


 


(a)                                  The Trustee
shall preserve, in as current a form as is reasonably practicable, the names
and addresses of Holders contained in the most recent list furnished to the
Trustee as provided in Section 701 and the names and addresses of Holders
received by the Trustee in its capacity as Security Registrar.  The Trustee may destroy any list furnished to
it as provided in Section 701 upon receipt of a new list so furnished.


 


(b)                                 The rights of
Holders to communicate with other Holders with respect to their rights under
this Indenture or under the Securities and the corresponding rights and duties
of the Trustee, shall be provided by the Trust Indenture Act.


 


(c)                                  Every Holder of
Securities, by receiving and holding the same, agrees with the Company, the
Subsidiary Guarantors and the Trustee that neither the Company, the Subsidiary
Guarantors nor the Trustee nor any agent of any of them shall be held
accountable by reason of any disclosure of information as to the names and
addresses of Holders made pursuant to the Trust Indenture Act.


 


SECTION 703.                              REPORTS
BY TRUSTEE.


 


(a)                                  The Trustee shall
transmit to Holders such reports concerning the Trustee and its actions under
this Indenture as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant thereto.


 


(b)                                 A copy of each
such report shall, at the time of such transmission to Holders, be filed by the
Trustee with each stock exchange upon which the Securities 


 


58





















 


are listed, with the Commission, with the
Company and with the Subsidiary Guarantors. 
The Company will notify the Trustee when the Securities are listed on
any stock exchange.


 


SECTION 704.                              REPORTS
BY COMPANY.


 


The Company and each of the Subsidiary Guarantors shall:


 


(a) file with the Trustee, within 15
days after the Company is required to file the same with the Commission, copies
of the annual reports and of the information, documents and other reports (or
copies of such portions of any of the foregoing as the Commission may from time
to time by rules and regulations prescribe) that the Company is then
required to file with the Commission pursuant to Section 13 or Section 15(d) of
the Exchange Act; or, if the Company is not required to file information,
documents or reports pursuant to either of those sections of the Exchange Act,
then the Company will file with the Trustee and the Commission, in accordance
with rules and regulations prescribed from time to time by the Commission,
such of the supplementary and periodic information, documents and reports that
may be required pursuant to Section 13 of the Exchange Act in respect of a
Security listed and registered on a national securities exchange as may be
prescribed from time to time in such rules and regulations;


 


(b) file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from time
to time by the Commission, such additional information, documents and reports
with respect to compliance by the Company with the conditions and covenants of
this Indenture as may be required from time to time by such rules and
regulations; and


 


(c) transmit by mail to Holders of
Securities, in the manner and to the extent provided in Section 703,
within 30 days after the filing thereof with the Trustee, such summaries of any
information, documents and reports required to be filed by the Company or
pursuant to paragraphs (a) and (b) of this Section 704 as may be
required by rules and regulations prescribed from time to time by the
Commission.


ARTICLE EIGHT


 


Consolidation, Merger, Conveyance, Transfer or Lease


 


SECTION 801.                               COMPANY
AND SUBSIDIARY GUARANTORS MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS.


 


Neither
the Company nor a Subsidiary Guarantor (subject in the case of a Subsidiary
Guarantor to the provisions of Section 1203 hereto with respect to the
release of such Subsidiary Guarantor in certain circumstances) shall
consolidate with or merge into any other Person or convey, transfer or lease
its properties and assets substantially as an entirety to any Person, unless:


 


(1)                                  in case the
Company or such Subsidiary Guarantor shall consolidate with or merge into
another Person or convey, transfer or lease its 


 


59





















 


properties
and assets substantially as an entirety to any Person, the Person formed by
such consolidation or into which the Company or such Subsidiary Guarantor is
merged or the Person which acquires by conveyance or transfer, or which leases,
the properties and assets of the Company or such Subsidiary Guarantor
substantially as an entirety shall be a corporation, limited liability company,
partnership or trust, shall be organized and validly existing under the laws of
the United States of America, any State thereof or the District of Columbia and
shall expressly assume, by an Supplemental Indenture hereto, executed and delivered
to the Trustee, in form satisfactory to the Trustee, the due and punctual
payment of the principal of, premium, if any, and interest on all the
Securities or the obligation under the Subsidiary Guarantee, as the case may
be, and the performance or observance of every covenant of this Indenture and
on the part of the Company or such Subsidiary Guarantor, as the case may be, to
be performed or observed;


 


(2)                                  immediately
after giving effect to such transaction, no Event of Default, and no event
which, after notice or lapse of time or both, would become an Event of Default,
shall have happened and be continuing;


 


(3)                                  if, as a result
of any such consolidation or merger or such conveyance, transfer or lease,
properties or assets of the Company or any Principal Subsidiary would become
subject to a mortgage, pledge, lien, security interest or other encumbrance
which would not be permitted by this Indenture, the Company or such successor
Person, as the case may be, on or prior to the effective date of such consolidation,
merger or conveyance, shall take such steps as shall be necessary effectively
to secure the Securities equally and ratably with all indebtedness secured
thereby; and


 


(4)                                  the Company has
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel,
each stating that such consolidation, merger, conveyance, transfer or lease
and, if a Supplemental Indenture is required in connection with such
transaction, such Supplemental Indenture comply with this Article and that
all conditions precedent herein provided for relating to such transaction have
been complied with.


 


SECTION 802.                              SUCCESSOR
SUBSTITUTED.


 


(a)                                  Upon any
consolidation of the Company with, or merger of the Company into, any other
Person or any transfer, conveyance, sale, lease or other disposition of the
properties and assets of the Company substantially as an entirety in accordance
with Section 801, the successor Person formed by such consolidation or
into which the Company is merged or to which such conveyance, transfer or lease
is made shall succeed to, and be substituted for, and may exercise every right
and power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein and therein, and
thereafter, except in the case of a lease, the predecessor Person shall be
relieved of all obligations and covenants under this Indenture and the
Securities.


 


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(b)           Subject
in the case of a Subsidiary Guarantor to the provisions of Section 1203
hereto with respect to the release of such Subsidiary Guarantor in certain
circumstances, upon any consolidation of a Subsidiary Guarantor with, or merger
of such Subsidiary Guarantor into, any other Person or any transfer,
conveyance, sale, lease or other disposition of all or substantially all of the
properties and assets of such Subsidiary Guarantor in accordance with Section 801,
the Successor Subsidiary Guarantor shall succeed to, and be substituted for,
and may exercise every right and power of, such Subsidiary Guarantor under this
Indenture with the same effect as if such successor Person had been named as a
Subsidiary Guarantor herein and therein, and thereafter, except in the case of
a lease, the predecessor Person shall be relieved of all obligations and
covenants under this Indenture and its Subsidiary Guarantee.


 


ARTICLE NINE


 


Supplemental Indentures


 


SECTION 901.                              SUPPLEMENTAL
INDENTURES WITHOUT CONSENT OF HOLDERS.


 


Without the consent of any Holders, the Company, when authorized by a
Board Resolution, the Subsidiary Guarantors, when authorized by their
respective Board Resolutions, and the Trustee, at any time and from time to
time, may enter into one or more Supplemental Indentures hereto, in form
satisfactory to the Trustee, for any of the following purposes:


 


(1)           to evidence the succession of another
Person to the Company or any Subsidiary Guarantor and the assumption by any
such successor of the covenants of the Company or any Subsidiary Guarantor
herein and in the Securities or Subsidiary Guarantee, as the case may be; or


 


(2)           to evidence and provide for the
acceptance of appointment by another corporation as a successor Trustee
hereunder with respect to one or more series of Securities and to add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to Section 611; or


 


(3)           to add to the covenants of the
Company for the benefit of the Holders of Securities of all or any series of
Securities (and if such covenants are to be for the benefit of less than all
series of Securities, stating that such covenants are expressly being included
solely for the benefit of that series or those series specified in such
Supplemental Indenture), or to surrender any right or power herein conferred
upon the Company; or


 


(4)           to secure the Securities of any
series pursuant to the requirements of Section 1005 or otherwise; or


 


(5)           to cure any ambiguity, to correct or
supplement any provision herein which may be inconsistent with any other
provision herein, or to make any 


 


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other provisions with
respect to matters or questions arising under this Indenture which shall not be
inconsistent with the provisions of this Indenture, provided such action pursuant to this Clause (5) shall
not adversely affect the interests of the Holders of Securities of any series
in any material respect; or


 


(6)           to add any additional Events of
Default with respect to all or any series of the Securities (and, if such Event
of Default is applicable to less than all series of Securities, specifying the
series to which such Event of Default is applicable); or


 


(7)           to add to, change or eliminate any of
the provisions of this Indenture; provided
that any such addition, change or elimination (a) shall become effective
only when there is no Security Outstanding of any series created prior to the
execution of such Supplemental Indenture that is adversely affected by such
change in or elimination of such provision or (b) shall not apply to any
Securities Outstanding; or


 


(8)           to comply with requirements of the
Commission in order to effect or maintain the qualification of this Indenture
under the Trust Indenture Act; or


 


(9)           to add to or change or eliminate any provision of this
Indenture as shall be necessary or desirable in accordance with any amendments
to the Trust Indenture Act; provided such action shall not adversely affect the
interest of Holders of Securities of any series; or


 


(10)         to establish the form or terms of
Securities of any series as permitted by Sections 202 and 301.


 


SECTION 902.                              SUPPLEMENTAL
INDENTURES WITH CONSENT OF HOLDERS.


 


With the consent of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities of each series
affected by such Supplemental Indenture or Indentures (acting as one class), by
Act of said Holders delivered to the Company, the Subsidiary Guarantors and the
Trustee, the Company, when authorized by a Board Resolution, the Subsidiary
Guarantors, when authorized by their respective Board Resolutions, and the
Trustee may enter into a Supplemental Indenture or Supplemental Indentures
hereto for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of modifying in any
manner the rights of the Holders of Securities of each such series under this
Indenture; provided, however,
that no such Supplemental Indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,


 


(1)           change the Stated Maturity of the
principal of, premium, if any, or any installment of interest on, any Security,
or reduce the principal amount thereof or the rate of interest thereon or any
premium payable thereon or the amount payable upon redemption thereof, or
change the place of payment where, or the coin or currency in which, any
Security or any premium or the interest 


 


62

















 


thereon is payable, or
impair the right to institute suit for the enforcement of any such payment on
or after the Stated Maturity thereof (or, in the case of redemption, on or
after the Redemption Date), or permit the Company to redeem the Securities if,
prior to such action, the Company is not permitted to do so, or


 


(2)           reduce the percentage in principal
amount of the Outstanding Securities of any series, the consent of whose
Holders is required for any such Supplemental Indenture, or the consent of
whose Holders is required for any waiver (of compliance with certain provisions
of this Indenture or certain defaults hereunder and their consequences)
provided for in this Indenture, or reduce the percentage in principal amount of
the Outstanding Securities of any series required for the adoption of a
resolution or the quorum required at any meeting of Holders at which a
resolution is adopted, or


 


(3)           modify any of the provisions of this Section or
Section 513 except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived without
the consent of the Holder of each Outstanding Security affected thereby, or


 


(4)           impair the unconditional nature of
any Subsidiary Guarantees, or


 


(5)           change the obligation of the Company
to maintain an office or agency in the places and for the purpose specified in Section 1002.


 


It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed Supplemental Indenture but it shall
be sufficient if such Act shall approve the substance thereof.


 


A Supplemental Indenture that changes or eliminates any covenant or
other provision of this Indenture that has expressly been included solely for
the benefit of one or more particular series of Securities, or that modifies
the rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Securities of any other series.


 


SECTION 903.                              EXECUTION
OF SUPPLEMENTAL INDENTURES.


 


In executing, or accepting the additional trusts created by, any
Supplemental Indenture permitted by this Article or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and shall be fully protected in relying upon, an Officers’ Certificate
and an Opinion of Counsel stating that the execution of such Supplemental
Indenture is authorized or permitted by this Indenture and that such
Supplemental Indenture is the legal, valid and binding obligation of the
Company and each of the Subsidiary Guarantors enforceable against them in
accordance with its terms, subject to customary exceptions, and complies with
the provisions hereof (including Section 905).  The Trustee may, but shall not be obligated
to, enter into any such Supplemental Indenture which affects the Trustee’s own
rights, duties or immunities under this Indenture or otherwise.  No Supplemental Indenture shall modify this Section 903
without the prior consent of the Trustee.


 


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SECTION 904.                              EFFECT
OF SUPPLEMENTAL INDENTURES.


 


Upon the execution of any Supplemental Indenture under this Article,
this Indenture shall be modified in accordance therewith, and such Supplemental
Indenture shall form a part of this Indenture for all purposes; and every
Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby, provided that any supplement that requires
the consent of each affected Holder shall not become effective with respect to
any nonconsenting Holder.  Promptly after
execution by the Company of any Supplemental Indenture, the Company shall transmit
to the Holders a notice setting forth the substance of the Supplemental
Indenture.


 


SECTION 905.                              CONFORMITY
WITH TRUST INDENTURE ACT.


 


Every Supplemental Indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.


 


SECTION 906.                              REFERENCE
IN SECURITIES TO SUPPLEMENTAL INDENTURES.


 


Securities authenticated and delivered after the execution of any
Supplemental Indenture pursuant to this Article may, and shall if required
by the Trustee, bear a notation in form approved by the Trustee as to any
matter provided for in such Supplemental Indenture.  If the Company and the Subsidiary Guarantors
shall so determine, new Securities so modified as to conform, in the opinion of
the Company and the Subsidiary Guarantors, to any such Supplemental Indenture
may be prepared and executed by the Company, the Subsidiary Guarantees may be
endorsed thereon and such new Securities and authenticated and delivered by the
Trustee in exchange for Outstanding Securities.


 


ARTICLE TEN


 


Covenants


 


SECTION 1001.                        PAYMENT
OF PRINCIPAL, PREMIUM AND INTEREST.


 


The Company will duly and punctually pay the principal of, premium, if
any, and interest on the Securities of such series in accordance with the terms
of the Securities of that series and this Indenture.


 


SECTION 1002.                        MAINTENANCE
OF OFFICE OR AGENCY.


 


The Company will maintain in the Borough of Manhattan, The City of New
York, an office or agency where Securities of any series may be presented or
surrendered for payment, where Securities of any series may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company or any Subsidiary Guarantor in respect of the Securities, any
Subsidiary Guarantee endorsed thereon and this Indenture may be served.  The Company will give prompt written notice
to the Trustee of the location, and any change in the location, of 


 


64

















 


such office or agency.  If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee, and
the Company and each Subsidiary Guarantor hereby appoints the Trustee as its
agent to receive all such presentations, surrenders, notices and demands.


 


The Company may also from time to time designate one or more other
offices or agencies (in or outside the Borough of Manhattan, The City of New York)
where the Securities of one or more series may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in the Borough of Manhattan, The
City of New York for such purposes.  The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.


 


SECTION 1003.                        MONEY
FOR SECURITY PAYMENTS TO BE HELD IN TRUST.


 


If the Company or any Subsidiary Guarantor shall at any time act as its
own Paying Agent for any series of securities, it will, on or before each due
date of the principal of, premium, if any, or interest on any of the Securities
of such series, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay the principal, premium or interest so
becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and will promptly notify the Trustee of its
action or failure so to act.


 


Whenever the Company shall
have one or more Paying Agents for any series of Securities, it will, on or
prior to each due date of the principal of, premium, if any, or interest on any
Securities of such series, deposit with a Paying Agent a sum sufficient to pay
the principal, premium or interest so becoming due, such sum to be held in
trust for the benefit of the Persons entitled to such principal, premium or
interest, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act.


 


The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will:


 


(1)           hold all sums held by it for the
payment of principal of, premium, if any, or interest on Securities of that
series in trust for the benefit of the Persons entitled thereto until such sums
shall be paid to such Persons or otherwise disposed of as herein provided;


 


65





















 


(2)           give the Trustee notice of any
default by the Company (or any other obligor upon the Securities of such
series) in the making of any payment of principal, premium or interest on the
Securities of that series; and


 


(3)           at any time during the continuance of
any such default, upon the written request of the Trustee, forthwith pay to the
Trustee all sums so held in trust by such Paying Agent.


 


The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held
in trust by the Company or such Paying Agent, such sums to be held by the
Trustee upon the same trusts as those upon which such sums were held by the
Company or such Paying Agent; and, upon such payment by any Paying Agent to the
Trustee, such Paying Agent shall be released from all further liability with
respect to such money.


 


Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium, if any,
or interest on any Security of any series and remaining unclaimed for two years
after such principal, premium or interest has become due and payable shall be
paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall
thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in a newspaper published in the English language,
customarily published on each Business Day and of general circulation in The
City of New York, New York, notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the
date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Company.


 


SECTION 1004.                        EXISTENCE.


 


Subject to Article Eight, the Company will do or cause to be done
all things necessary to preserve and keep in full force and effect the
existence, rights (charter and statutory) and franchises of the Company and
each Subsidiary Guarantor; provided, however,
that the Company shall not be required to preserve any such right or franchise
if the Board of Directors in good faith shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company
and that the loss thereof is not disadvantageous in any material respect to the
Holders.


 


SECTION 1005.                        LIMITATION
ON LIENS.


 


The Company will not, and will not permit any Principal Subsidiary to,
create or suffer to exist any Lien to secure any Indebtedness of the Company or
any Subsidiary upon any Principal Property, or upon shares of capital stock or
evidences of 


 


66

















 


Indebtedness issued by any Principal
Subsidiary and owned by the Company or any Principal Subsidiary, whether owned
at the date of this Indenture or thereafter acquired, without making, or
causing such Principal Subsidiary to make, effective provision to secure all of
the Securities from time to time Outstanding by such Lien, equally and ratably
with any and all other Indebtedness thereby secured, so long as such
Indebtedness shall be so secured.


 


The foregoing restrictions shall not apply to Indebtedness secured by
Liens existing on the date of this Indenture or to any of the following:


 


(1)           Liens on any property existing at the
time of the acquisition thereof;


 


(2)           Liens on property of a corporation
existing at the time such corporation is merged into, consolidated with or
acquired by the Company or a Principal Subsidiary or at the time of a sale,
lease or other disposition of the properties of such corporation (or a division
thereof) as an entirety or substantially as an entirety to the Company or a
Principal Subsidiary, provided
that such Lien as a result of such merger, consolidation, acquisition, sale,
lease or other disposition is not extended to property owned by the Company or
such Principal Subsidiary immediately prior thereto;


 


(3)           Liens on property of a corporation
existing at the time such corporation becomes a Principal Subsidiary;


 


(4)           Liens securing Indebtedness of a
Principal Subsidiary to the Company or to another Principal Subsidiary;


 


(5)           Liens to secure all or part of the
cost of acquisition, construction, development or improvement of the underlying
property, or to secure Indebtedness incurred to provide funds for any such
purpose (including purchase money security interest or purchase money mortgage
on real or personal property), provided
that the commitment of the creditor to extend the credit secured by any such
Liens shall have been obtained not later than twenty-four months after the
later of (a) the completion of the acquisition, construction, development
or improvement of such property and (b) the placing in operation of such
property or of such property as so construed, developed or improved;


 


(6)           Liens on any property created, assumed
or otherwise brought into existence in contemplation of the sale or other
disposition of the underlying property, whether directly or indirectly, by way
of share disposition or otherwise; provided
that the Company or the appropriate Principal Subsidiary must have disposed of
such property within 180 days from the creation of such Liens and any
Indebtedness secured by such Liens shall be without recourse to the Company or
any Subsidiary;


 


67





















 


(7)           Liens in favor of the United States
of America or any State thereof, or any department, agency or instrumentality
or political subdivision thereof, to secure partial, progress, advance or other
payments;


 


(8)           Liens to secure Indebtedness on any
Principal Property of joint ventures which constitute Principal Subsidiaries in
which the Company or a Principal Subsidiary has an interest, to the extent such
Liens are on property or assets of, or equity interests in, such joint
ventures;


 


(9)           Liens incurred or assumed in
connection with the issuance of revenue bonds the interest on which is exempt
from federal taxation pursuant to Section 103(b) of the Internal
Revenue Code; and


 


(10)         any extension, renewal or replacement
or refunding of any Lien existing on the date of the Indenture or referred to
in clauses (1) to (3) or (5); provided,
however, that the principal amount of Indebtedness secured thereby
and not otherwise authorized by clauses (1) to (3) or (5), shall not
exceed the principal amount of Indebtedness, plus any premium or fee payable in
connection with any such extension, renewal, replacement, or refunding, so
secured at the time such extension, renewal, replacement or refunding.


 


Notwithstanding the foregoing, the Company and its Principal
Subsidiaries may create or suffer to exist Liens which would otherwise be
prohibited by this Section 1005 securing Indebtedness in an aggregate
amount which, together with all then outstanding Attributable Value of all Sale
and Lease-Back Transactions entered into after the date of this Indenture and
permitted only by the last paragraph of Section 1006 and all Indebtedness
secured by Liens permitted pursuant to this paragraph, does not exceed 15% of
the Consolidated Net Tangible Assets of the Company.


 


SECTION 1006.                        LIMITATION
ON SALE AND LEASE-BACK TRANSACTIONS.


 


The Company will not, nor will it permit any Principal Subsidiary to,
enter into any Sale and Lease-Back Transaction with respect to any Principal
Property (except for (x) a transaction providing for a lease for a term,
including any renewal thereof, of not more than three years, by the end of
which term it is intended that the use of such Principal Property by the lessee
will be discontinued, (y) a transaction between the Company and a
Principal Subsidiary or between Principal Subsidiaries, and (z) a
transaction between the Company or a Principal Subsidiary and a joint venture
in which the Company or a Principal Subsidiary has an interest), unless either (i) the
Company or such Principal Subsidiary would be entitled pursuant to clauses (1) through
(10) of the second paragraph of Section 1005 to issue, assume or
guarantee Indebtedness secured by a Lien on such Principal Property without
equally and ratably securing the Securities or (ii) the Company or such
Principal Subsidiary shall apply or cause to be applied within 180 days after
the effective date of such Sale and Lease-Back Transaction, an amount equal to
the Net Available Proceeds therefrom to (A) the acquisition of one or more
Principal Properties or (B) to the retirement of Securities or the
repayment of other Indebtedness of the Company or a Principal Subsidiary (other
than such Indebtedness 


 


68

















 


owned by the Company or a Principal
Subsidiary) which, in the case of such Indebtedness of the Company, is not
subordinate and junior in right of payment to the prior payment of the
Securities.


 


Notwithstanding the foregoing, the Company or any Principal Subsidiary
may enter into a Sale and Lease-Back Transaction which would otherwise be
prohibited by this Section 1006 to the extent that the Attributable Value
thereof, together with the principal amount of all Indebtedness secured by a
Lien upon any Principal Property, or upon shares of capital stock of or
evidences of Indebtedness issued by any Principal Subsidiary and owned by the
Company or any Principal Subsidiary and not otherwise permitted by clauses (1) —
(10) of the second paragraph of Section 1005 above and the
Attributable Value of all other Sale and Lease-Back Transactions entered into
after the date of this Indenture and permitted only by this paragraph, does not
exceed 15% of the Consolidated Net Tangible Assets of the Company.


 


SECTION 1007.                        STATEMENT
BY OFFICERS AS TO DEFAULT; COMPLIANCE CERTIFICATES.


 


(a)           The
Company and the Subsidiary Guarantors will deliver to the Trustee, within 120
days after the end of their respective fiscal years, ending after the date
hereof an Officers’ Certificate, setting forth the date of the most recent
fiscal year end for the Company and each of the Subsidiary Guarantors, as the
case may be, and stating whether or not to the best knowledge of the signers
thereof the Company or such Subsidiary Guarantor, as the case may be, has
fulfilled all its obligations hereunder or is in default in the performance and
observance of any of the terms, provisions and conditions of Section 801
or Sections 1004 to 1006, inclusive, and if the Company or any Subsidiary
Guarantor, as the case may be, shall be in default, specifying all such
defaults and the nature and status thereof of which they may have knowledge.


 


(b)           The
Company and each Subsidiary Guarantor shall deliver to the Trustee, as soon as
possible and in any event within five days after the Company or such Subsidiary
Guarantor becomes aware or should reasonably become aware of the occurrence of
an Event of Default or a Default, an Officers’ Certificate setting forth the
details of such Event of Default or default, and the action which the Company
or such Subsidiary Guarantor proposes to take with respect thereto.


 


SECTION 1008.                        WAIVER
OF CERTAIN COVENANTS.


 


The Company or any Subsidiary Guarantor may be excused in any
particular instance for complying with any covenant or condition set forth in Section 801,
802 and Sections 1004 to 1006, if before the time for such compliance the
Holders of at least a majority in principal amount of the Outstanding
Securities shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such covenant or condition, but no
such waiver shall extend to or affect such covenant or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and such Subsidiary Guarantor 


 


69

















 


and the duties of the Trustee in respect of
any such covenant or condition shall remain in full force and effect.


 


ARTICLE ELEVEN


 


Redemption of Securities


 


SECTION 1101.                        APPLICABILITY
OF ARTICLE.


 


Securities of any
series that are redeemable before their Stated Maturity shall be redeemable in
accordance with their terms and, except as otherwise set forth in the terms of
the Securities of that series as established in accordance with Section 301,
in accordance with this Article.


 


SECTION 1102.                        ELECTION
TO REDEEM; NOTICE TO TRUSTEE.


 


The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution or in another manner specified as contemplated by Section 301
for such Securities.  In case of any
redemption at the election of the Company, the Company shall, at least 45 days
prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee in its sole and absolute discretion),
notify the Trustee of such Redemption Date and of the principal amount of
Securities of such series to be redeemed.


 


SECTION 1103.                        SELECTION
BY TRUSTEE OF SECURITIES TO BE REDEEMED.


 


If less than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
that series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of a portion of the principal amount of Securities of such series; provided that the unredeemed portion of
the principal amount of any such Security shall be in an authorized
denomination (which shall not be less than the minimum authorized denomination)
for such Security.


 


The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption as aforesaid and, in the case of any
Securities selected for partial redemption as aforesaid, the principal amount
thereof to be redeemed.


 


For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.


 


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SECTION 1104.     NOTICE
OF REDEMPTION.


 


Notice
of redemption shall be given by first-class mail, postage prepaid, mailed not
less than 30 nor more than 60 days prior to the Redemption Date, to each Holder
of Securities to be redeemed, at his address appearing in the Security
Register.


 


All notices of redemption shall state:


 


(1)                                  the Redemption Date;


 


(2)                                  the Redemption Price;


 


(3)                                  if less than all the Outstanding Securities
of any series are to be redeemed, the identification (and, in the case of
partial redemption of any such Securities, the principal amounts) of the
particular Securities to be redeemed;


 


(4)                                  that on the Redemption Date the Redemption
Price, together with accrued interest, if any, to the Redemption Date, will
become due and payable upon each such Security to be redeemed and, if
applicable, that interest thereon will cease to accrue on and after said date;


 


(5)                                  the place or places where each such Security
is to be surrendered for payment of the Redemption Price;


 


(6)                                  that in the case that a Security is only
redeemed in part, the Company shall execute and the Trustee shall authenticate
and deliver to the Holder of such Security without service charge, a new
Security or Securities in an aggregate amount equal to the unredeemed portion
of the Security;


 


(7)                                  the aggregate principal amount of Securities
being redeemed;


 


(8)                                  the CUSIP number of such Securities, if any,
or any other numbers used by the Depositary to identify such securities; and


 


(9)                                  such other matters as the Company shall deem
desirable or appropriate.


 


Notice
of redemption of Securities to be redeemed at the election of the Company shall
be given by the Company or, at the Company’s request, by the Trustee in the
name and at the expense of the Company. 
Any such notice of redemption shall be irrevocable.


 


On
or prior to any Redemption Date, the Company shall deposit, with respect to the
Securities of any series called for redemption pursuant to this Section 1104,
with the Trustee or with a Paying Agent an amount of money in the applicable
currency sufficient to pay the Redemption Price of and any accrued interest on,
all such Securities or portion thereof which are to be redeemed on that date.


 


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SECTION 1105.     SECURITIES
PAYABLE ON REDEMPTION DATE.


 


Notice
of redemption having been given as aforesaid, the Securities or portions
thereof so to be redeemed shall, on the Redemption Date, become due and payable
at the Redemption Price therein specified, and from and after such date (unless
the Company shall default in the payment of the Redemption Price and accrued
interest, if any) such Securities or portions thereof, shall cease to bear
interest.  Upon surrender of any such
Security for redemption in accordance with said notice, such Security or
portion thereof shall be paid by the Company at the Redemption Price, together
with accrued interest, if any, to the Redemption Date; provided, however, installments of
interest whose Stated Maturity is on or prior to the Redemption Date will be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Regular
Record Dates according to their terms and the provisions of Section 307.


 


If
any Security called for redemption shall not be so paid upon surrender thereof
for redemption, the principal shall, until paid, bear interest from the
Redemption Date at the rate prescribed therefor in the Security or, if no rate
is prescribed therefor in the Security, at the rate of interest, if any, borne
by such Security.


 


SECTION 1106.     SECURITIES
REDEEMED IN PART.


 


Any
Security which is to be redeemed only in part shall be surrendered at the
office or agency designated for that purpose in Section 1002 (with, if the
Company, the Guarantor or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company, the
Guarantor and the Trustee duly executed by the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities (and with Subsidiary Guarantees executed
by the Subsidiary Guarantors endorsed thereon), of any authorized denomination
as requested by such Holder, in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Security so
surrendered with the Subsidiary Guarantees of the Subsidiary Guarantors
endorsed thereon.


 


ARTICLE TWELVE




Subsidiary Guarantee


 


SECTION 1201.     SUBSIDIARY
GUARANTEE.


 


If
a Supplemental Indenture or an Officers’ Certificate establishing a series of
Securities provides that the Securities of such series are to be guaranteed by
certain Subsidiaries of the Company, each Subsidiary Guarantor hereby
absolutely and unconditionally guarantees, jointly and severally with each
other Subsidiary Guarantor, to each Holder of a Security of such series
authenticated and delivered by the Trustee pursuant to this Indenture and to
the Trustee and its successors and assigns, regardless of 


 


72

















 


the validity and enforceability of the Indenture, such Securities or
the obligations of the Company under the Indenture or such Securities, that:


 


(i)                                     the principal of, premium, if any, and
interest on the Securities of such series will be promptly paid in full when
due, whether at maturity, by acceleration or otherwise, and interest on the
overdue principal of, premium, if any, and interest on the Securities of such
series, to the extent lawful, and all other payment obligations of the Company
to the Holders or the Trustee thereunder or under this Indenture in respect
thereof 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 of such series, 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 in
respect of the Securities of a series that are guaranteed pursuant to this Article Twelve,
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 an 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 or this
Indenture or (B) of any other Subsidiary Guarantor contained in the
Indenture, (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 or this 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


 


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any of their assets, or the disaffirmance of this Indenture or any
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 of condition contained in any of such instruments
by operation of law, (vi) the unenforceability of any Securities
guaranteed by the Subsidiary Guarantors or this 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 this 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 this 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 its Subsidiary
Guarantee will not be discharged except by complete performance of the payment
obligations under the Securities of each series that are guaranteed pursuant to
this Article Twelve and under this Indenture in respect thereof.


 


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 guaranteed
pursuant to this Article Twelve 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
this Indenture, be subrogated to all rights of the Trustee and the Holders of
the Securities of any series that are guaranteed pursuant to this Article Twelve
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 in respect of any series of Securities that is guaranteed
pursuant to this Article Twelve 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 this Indenture.


 


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SECTION 1202.     EXECUTION
AND DELIVERY OF SUBSIDIARY GUARANTEES.


 


The
Subsidiary Guarantees to be endorsed on the Securities of each series that are
guaranteed pursuant to this Article Twelve shall include the terms of the
Subsidiary Guarantee set forth in Section 1201 and any other terms that
may be set forth in the form established pursuant to Section 206.  Each of the Subsidiary Guarantors hereby
agrees to execute its Subsidiary Guarantee, in a form established pursuant to Section 206,
to be endorsed on each Security of each series that are guaranteed pursuant to
this Article Twelve authenticated and delivered by the Trustee.


 


The
Subsidiary Guarantee shall be executed on behalf of each respective Subsidiary
Guarantor by any of such Subsidiary Guarantor’s Chief Executive Officer, Chief
Financial Officer, President, one of its Vice Presidents, or its
Secretary.  The signature of any or all
of these persons on the Subsidiary Guarantee may be manual or facsimile.


 


A
Subsidiary Guarantee bearing the manual or facsimile signature of individuals
who were at any time the proper officers of a Subsidiary Guarantor shall bind
such Subsidiary Guarantor, notwithstanding that such individuals or any of them
have ceased to hold such offices prior to the authentication and delivery of
the Security on which such Subsidiary Guarantee is endorsed or did not hold
such offices at the date of such Subsidiary Guarantee.


 


The
delivery of any Security of each series that are guaranteed pursuant to this Article Twelve
by the Trustee, after the authentication thereof hereunder, shall constitute
due delivery of the Subsidiary Guarantee endorsed thereon on behalf of the
Subsidiary Guarantors and shall bind each Subsidiary Guarantor notwithstanding
the fact that Subsidiary Guarantee does not bear the signature of such
Subsidiary Guarantor.  Each of the
Subsidiary Guarantors hereby jointly and severally agrees that its Subsidiary
Guarantee set forth in Section 1201 and in the form of Subsidiary
Guarantee established pursuant to Section 206 shall remain in full force
and effect notwithstanding any failure to endorse a Subsidiary Guarantee on any
Security of each series that are guaranteed pursuant to this Article Twelve.


 


SECTION 1203.     RELEASE
OF SUBSIDIARY GUARANTORS.


 


Each
Subsidiary Guarantee with respect to any series of Securities will remain in
effect with respect to the respective Subsidiary Guarantor until the entire
principal of, premium, if any, and interest on the Securities of such series
shall have been paid in full or otherwise discharged in accordance with the
provisions of the Securities of such series or this Indenture and all amounts
owing to the Trustee hereunder have been paid; provided,
however, that if (i) all the Voting Stock of such Subsidiary
Guarantor is sold to any person (other than the Company or a Wholly Owned Subsidiary
of the Company) or (ii) such Subsidiary Guarantor conveys or transfers its
property and assets substantially as an entirety or such Subsidiary Guarantor
merges with or into any Person that, after giving effect to the transaction, is
not a Subsidiary of the Company, then, upon delivery by the Company of an
Officers’ Certificate and an Opinion of Counsel stating


 


75

















 


that all conditions precedent, if any, herein provided for relating to
the release of such Subsidiary Guarantor from its obligations under its
Subsidiary Guarantee with respect to all series of Securities and this Article Twelve
have been complied with, such Subsidiary Guarantor shall be released and
discharged of its obligations under its Subsidiary Guarantee with respect to
all series of Securities and under this Article Twelve without any action
on the part of the Trustee or any Holder, and the Trustee shall execute any
documents reasonably required in order to acknowledge the release of such
Subsidiary Guarantor from its obligations under its Subsidiary Guarantee with
respect to all series of Securities and under this Article Twelve; provided, further, that if at any time (a) such
Subsidiary Guarantor is not then a guarantor of any other of the Company’s then
outstanding Publicly Issued Debt Securities (or its guarantee thereof is to be
released substantially concurrently with or, upon compliance with provisions of
the instruments governing such securities that shall be satisfied, promptly after
the release of its Subsidiary Guarantee under this Indenture), (b) such
Subsidiary Guarantor is not then a guarantor of any then existing Senior Credit
Facility of the Company (or its guarantee thereof is to be released
substantially concurrently with or, upon compliance with provisions of each
such facility that shall be satisfied, promptly after the release of its
Subsidiary Guarantee under this Indenture), (c) such Subsidiary Guarantor
is not then a guarantor of any then outstanding commercial paper issued under
any commercial paper program of the Company (or its guarantee thereof is to be
released substantially concurrently with or, upon compliance with provisions of
such program that shall be satisfied, promptly after the release of its
guarantee under the Indenture) and (d) no Default or Event of Default with
respect to Securities of any series under this Indenture shall have occurred
and be continuing, then such Subsidiary Guarantor shall be automatically
released and discharged of its obligations under its Subsidiary Guarantee with
respect to all series of Securities and this Article Twelve without any
action on the part of the Trustee or any Holder.  At the request of the Company, the Trustee
shall execute any documents reasonably required in order to acknowledge the
release of such Subsidiary Guarantor from its obligations of its Subsidiary
Guarantee with respect to all series of Securities and this Article Twelve.


 


ARTICLE THIRTEEN




Meetings of Holders of
Securities


 


SECTION 1301.     PURPOSES
FOR WHICH MEETINGS MAY BE CALLED.


 


A
meeting of Holders of Securities of any series may be called at any time and
from time to time pursuant to this Article to make, give or take any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be made, given or taken by Holders of
Securities of such series.


 


SECTION 1302.     CALL,
NOTICE AND PLACE OF MEETINGS.


 


(a)                                  The Trustee may at any time call a meeting of
Holders of Securities of any series for any purpose specified in Section 1301,
to be held at such time and at such place in The City of New York, New York as
the Trustee shall determine.


 


76

















 


Notice
of every meeting of Holders of Securities of any series, setting forth the time
and the place of such meeting and in general terms the action proposed to be
taken at such meeting, shall be given, in the manner provided in Section 105,
not less than 21 nor more than 180 days prior to the date fixed for the meeting.


 


(b)                                 In case at any time the Company, pursuant to
a Board Resolution, or the Holders of at least 25% in aggregate principal
amount of the Outstanding Securities of any such series shall have requested
the Trustee to call a meeting of the Holders of Securities of such series for
any purpose specified in Section 1301, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have made the first publication of the notice of such meeting
within 21 days after receipt of such request or shall not thereafter proceed to
cause the meeting to be held as provided herein, then the Company or the
Holders of Securities of such series in the amount specified, as the case may
be, may determine the time and the place in The City of New York, New York for
such meeting and may call such meeting for such purposes by giving notice
thereof as provided in paragraph (a) of this Section.


 


SECTION 1303.     PERSONS
ENTITLED TO VOTE AT MEETINGS.


 


To
be entitled to vote at any meeting of Holders of Securities of any series, a
Person shall be (a) a Holder of one or more Outstanding Securities of such
series, or (b) a Person appointed by an instrument in writing as proxy for
a Holder or Holders of one or more Outstanding Securities of such series by
such Holder or Holders.  The only Persons
who shall be entitled to be present or to speak at any meeting of Holders of
Securities of any series shall be the Persons entitled to vote at such meeting
and their counsel, any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.


 


SECTION 1304.     QUORUM;
ACTION.


 


The
Persons entitled to vote a majority in principal amount of the Outstanding
Securities of a series shall constitute a quorum for a meeting of holders of
securities of such series.  In the
absence of a quorum within 30 minutes of the time appointed for any such
meeting, the meeting shall, if convened at the request of Holders of Securities
of such series, be dissolved.  In any
other case, the meeting may be adjourned for a period of not less than 10 days
as determined by the chairman of the meeting prior to the adjournment of such
meeting.  In the absence of a quorum at
any such adjourned meeting, such adjourned meeting may be further adjourned for
a period not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such adjourned meeting (subject to repeated
applications of this sentence).  Notice
of the reconvening of any adjourned meeting shall be given as provided in Section 1302(a),
except that such notice need be given only once not less than five days prior
to the date on which the meeting is scheduled to be reconvened.  Notice of the reconvening of an adjourned
meeting shall state expressly the percentage of the principal amount of the
Outstanding Securities of such series which shall constitute a quorum.


 


77

















 


At
a meeting or an adjourned meeting duly reconvened and at which a quorum is
present as aforesaid, any resolution and all matters (except as limited by the
proviso to Section 902) shall be effectively passed and decided if passed
or decided by the Persons entitled to vote not less than a majority in
aggregate principal amount of Outstanding Securities of the series.


 


Any
resolution passed or decisions taken at any meeting of Holders of Securities of
such series duly held in accordance with this Section shall be binding on
all the Holders of Securities of such series, whether or not present or
represented at the meeting.


 


SECTION 1305.     DETERMINATION
OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF MEETINGS.


 


(a)                                  Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem advisable
for any meeting of Holders of Securities of such series in regard to proof of
the holding of Securities of such series and of the appointment of proxies and
in regard to the appointment and duties of inspectors of votes, the submission
and examination of proxies, certificates and other evidence of the right to
vote, and such other matters concerning the conduct of the meeting as it shall
deem appropriate.  Except as otherwise
permitted or required by any such regulations, the holding of Securities shall
be proved in the manner specified in Section 104 and the appointment of
any proxy shall be proved in the manner specified in Section 104.  Such regulations may provide that written
instruments appointing proxies, regular on their face, may be presumed valid
and genuine without the proof specified in Section 104 or other proof.


 


(b)                                 The Trustee shall, by an instrument in
writing, appoint a temporary chairman (which may be the Trustee) of the
meeting, unless the meeting shall have been called by the Company or by Holders
of Securities as provided in Section 1302(b), in which case the Company or
the Holders of Securities of the series calling the meeting, as the case may
be, shall in like manner appoint a temporary chairman.  A permanent chairman and a permanent
secretary of the meeting shall be elected by vote of the Persons entitled to
vote a majority in principal amount of the Outstanding Securities of such
series represented at the meeting.


 


(c)                                  At any meeting, each Holder of a Security of
such series or proxy shall be entitled to one vote for each $1,000 principal
amount of Securities of such series held or represented by him; provided, however, that no vote shall be
cast or counted at any meeting in respect of any Security challenged as not
Outstanding and ruled by the chairman of the meeting to be not
Outstanding.  The chairman of the meeting
shall have no right to vote, except as a Holder of a Security of such series or
proxy.


 


(d)                                 Any meeting of Holders of Securities of any
series duly called pursuant to Section 1302 at which a quorum is present
may be adjourned from time to time by Persons entitled to vote a majority in
principal amount of the Outstanding


 


78

















 


Securities
of such series represented at the meeting, and the meeting may be held as so
adjourned without further notice.


 


SECTION 1306.     COUNTING
VOTES AND RECORDING ACTION OF MEETINGS.


 


The
vote upon any resolution submitted to any meeting of Holders of Securities of
any series shall be by written ballots on which shall be subscribed the
signatures of the Holders of Securities of such series or of their
representatives by proxy and the principal amounts and serial numbers of the
Outstanding Securities of such series held or represented by them.  The permanent chairman of the meeting shall
appoint two inspectors of votes who shall count all votes cast at the meeting
for or against any resolution and who shall make and file with the secretary of
the meeting their verified written reports in duplicate of all votes cast at
the meeting.  A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be attached
to said record the original reports of the inspectors of votes on any vote by
ballot taken thereat and affidavits by one or more Persons having knowledge of
the facts setting forth a copy of the notice of the meeting and showing that
said notice was given as provided in Section 1302 and, if applicable, Section 1304.  Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting.  Any record so signed and
verified shall be conclusive evidence of the matters therein stated.


 


This
instrument may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.


 


79

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
executed as of the day and year first above written.


 


	
  Attest:
  

  	
   

  	
  STAPLES,
  INC.  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
    /s/
  Kristin Campbell  

  	
   

  	
  By:

  	
    /s/
  Nicholas Hotchkin  

  
	
  Name:
  Kristin Campbell  

  	
   

  	
   

  	
  Name:
  Nicholas Hotchkin

  
	
  Title:
  Senior Vice President, General 

  	
   

  	
   

  	
  Title:
  Senior Vice President and Treasurer

  
	
            Counsel
  and Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Staples
  The Office Superstore, LLC,  

  
	
   

  	
   

  	
  as
  Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/
  Nicholas Hotchkin

  
	
   

  	
   

  	
   

  	
  Name:
  Nicholas Hotchkin

  
	
   

  	
   

  	
   

  	
  Title:
  Senior Vice President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Staples
  The Office Superstore East, Inc.,

  as Subsidiary Guarantor  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/
  Nicholas Hotchkin 

  
	
   

  	
   

  	
   

  	
  Name:
  Nicholas Hotchkin

  
	
   

  	
   

  	
   

  	
  Title:
  Senior Vice President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Staples
  Contract & Commercial, Inc.,

  as Subsidiary Guarantor  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/
  Nicholas Hotchkin

  
	
   

  	
   

  	
   

  	
  Name:
  Nicholas Hotchkin

  
	
   

  	
   

  	
   

  	
  Title:
  Senior Vice President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Staples
  The Office Superstore, Limited

  Partnership,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By
  Staples, Inc., its General Partner

  as Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/
  Nicholas Hotchkin 

  
	
   

  	
   

  	
   

  	
  Name:
  Nicholas Hotchkin

  
	
   

  	
   

  	
   

  	
  Title:
  Senior Vice President and Treasurer

  



 


80

















 


	
   

  	
   

  	
  HSBC
  Bank USA, National Association,

  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/
  Andres E. Serrano

  
	
   

  	
   

  	
   

  	
  Name:
  Andres E. Serrano

  
	
   

  	
   

  	
   

  	
  Title:
  Vice President

  



 


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