Exhibit 4.1


 


Form of Indenture


 




 


 





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 [·], 2008


 


 






 


 


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.


 


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  “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”

  	
  8

  
	
  “Special Record Date”

  	
  9

  
	
  “Stated Maturity”

  	
  9

  
	
  “Subsidiary”

  	
  9

  
	
  “Subsidiary Guarantees”

  	
  9

  
	
  “Subsidiary Guarantors”

  	
  9

  
	
  “Successor Security”

  	
  10

  
	
  “Supplemental Indenture”

  	
  10

  
	
  “Trust Indenture Act”

  	
  10

  
	
  “Trustee”

  	
  10

  
	
  “United States”

  	
  10

  
	
  “U.S. Government Obligations”

  	
  10

  
	
  “Vice President”

  	
  10

  
	
  “Voting Stock”

  	
  11

  
	
  “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

  	
  16

  
	
  SECTION 109.

  	
  SUCCESSORS AND ASSIGNS

  	
  16

  



 


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


 


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  SECTION 110.

  	
  SEPARABILITY CLAUSE

  	
  16

  
	
  SECTION 111.

  	
  BENEFITS OF INDENTURE

  	
  16

  
	
  SECTION 112.

  	
  GOVERNING LAW

  	
  16

  
	
  SECTION 113.

  	
  LEGAL HOLIDAYS

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE TWO

  
	
   

  
	
  Security Forms

  
	
   

  	
   

  
	
  SECTION 201.

  	
  FORMS GENERALLY

  	
  17

  
	
  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

  	
  22

  
	
  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

  	
  30

  
	
  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

  	
  36

  
	
  SECTION 311.

  	
  CUSIP/COMMON CODE/ISIN NUMBER

  	
  36

  
	
  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

  	
  38

  



 


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


 


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  SECTION 403.

  	
  OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT
  DEFEASANCE

  	
  38

  
	
  SECTION 404.

  	
  LEGAL DEFEASANCE AND
  DISCHARGE

  	
  38

  
	
  SECTION 405.

  	
  COVENANT DEFEASANCE

  	
  39

  
	
  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

  	
  41

  
	
  SECTION 408.

  	
  REPAYMENT TO THE COMPANY

  	
  41

  
	
  SECTION 409.

  	
  REINSTATEMENT

  	
  42

  
	
   

  	
   

  	
   

  
	
  ARTICLE FIVE

  
	
   

  
	
  Default and Remedies

  
	
   

  	
   

  
	
  SECTION 501.

  	
  EVENTS OF DEFAULT

  	
  42

  
	
  SECTION 502.

  	
  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT

  	
  44

  
	
  SECTION 503.

  	
  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT
  BY TRUSTEE

  	
  45

  
	
  SECTION 504.

  	
  TRUSTEE MAY FILE PROOFS OF CLAIM

  	
  45

  
	
  SECTION 505.

  	
  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION
  OF SECURITIES OR SUBSIDIARY GUARANTEES

  	
  46

  
	
  SECTION 506.

  	
  APPLICATION OF MONEY COLLECTED

  	
  46

  
	
  SECTION 507.

  	
  LIMITATION ON SUITS

  	
  47

  
	
  SECTION 508.

  	
  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
  PREMIUM AND INTEREST

  	
  47

  
	
  SECTION 509.

  	
  RESTORATION OF RIGHTS AND REMEDIES

  	
  48

  
	
  SECTION 510.

  	
  RIGHTS AND REMEDIES CUMULATIVE

  	
  48

  
	
  SECTION 511.

  	
  DELAY OR OMISSION NOT WAIVER

  	
  48

  
	
  SECTION 512.

  	
  CONTROL BY HOLDERS

  	
  48

  
	
  SECTION 513.

  	
  WAIVER OF PAST DEFAULTS

  	
  49

  
	
  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

  	
  50

  
	
  SECTION 602.

  	
  NOTICE OF DEFAULTS

  	
  50

  
	
  SECTION 603.

  	
  CERTAIN RIGHTS OF TRUSTEE

  	
  51

  



 


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  SECTION 604.

  	
  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
  SECURITIES

  	
  52

  
	
  SECTION 605.

  	
  MAY HOLD SECURITIES

  	
  52

  
	
  SECTION 606.

  	
  MONEY HELD IN TRUST

  	
  52

  
	
  SECTION 607.

  	
  COMPENSATION AND REIMBURSEMENT

  	
  53

  
	
  SECTION 608.

  	
  DISQUALIFICATION; CONFLICTING INTERESTS

  	
  53

  
	
  SECTION 609.

  	
  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY

  	
  54

  
	
  SECTION 610.

  	
  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR

  	
  54

  
	
  SECTION 611.

  	
  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR

  	
  55

  
	
  SECTION 612.

  	
  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
  BUSINESS

  	
  56

  
	
  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

  	
  59

  
	
  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

  	
  60

  
	
  SECTION 802.

  	
  SUCCESSOR SUBSTITUTED

  	
  61

  
	
   

  	
   

  	
   

  
	
  ARTICLE NINE

  
	
   

  
	
  Supplemental Indentures

  
	
   

  
	
  SECTION 901.

  	
  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS

  	
  61

  
	
  SECTION 902.

  	
  SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS

  	
  63

  
	
  SECTION 903.

  	
  EXECUTION OF SUPPLEMENTAL INDENTURES

  	
  64

  
	
  SECTION 904.

  	
  EFFECT OF SUPPLEMENTAL INDENTURES

  	
  64

  
	
  SECTION 905.

  	
  CONFORMITY WITH TRUST INDENTURE ACT

  	
  64

  



 


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


 


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  SECTION 906.

  	
  REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES

  	
  64

  
	
   

  	
   

  	
   

  
	
  ARTICLE TEN

  
	
   

  
	
  Covenants

  
	
   

  	
   

  	
   

  
	
  SECTION 1001.

  	
  PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST

  	
  65

  
	
  SECTION 1002.

  	
  MAINTENANCE OF OFFICE OR AGENCY

  	
  65

  
	
  SECTION 1003.

  	
  MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST

  	
  65

  
	
  SECTION 1004.

  	
  EXISTENCE

  	
  67

  
	
  SECTION 1005.

  	
  LIMITATION ON LIENS

  	
  67

  
	
  SECTION 1006.

  	
  LIMITATION ON SALE AND LEASE-BACK TRANSACTIONS

  	
  69

  
	
  SECTION 1007.

  	
  STATEMENT BY OFFICERS AS TO DEFAULT; COMPLIANCE
  CERTIFICATES

  	
  69

  
	
  SECTION 1008.

  	
  WAIVER OF CERTAIN COVENANTS

  	
  70

  
	
   

  	
   

  	
   

  
	
  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

  	
  71

  
	
  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

  	
  73

  
	
  SECTION 1202.

  	
  EXECUTION AND DELIVERY OF SUBSIDIARY GUARANTEES

  	
  75

  
	
  SECTION 1203.

  	
  RELEASE OF SUBSIDIARY GUARANTORS

  	
  76

  
	
   

  	
   

  	
   

  
	
  ARTICLE THIRTEEN

  
	
   

  
	
  Meetings of Holders of Securities

  
	
   

  	
   

  	
   

  
	
  SECTION 1301.

  	
  PURPOSES FOR WHICH MEETINGS MAY BE CALLED

  	
  77

  
	
  SECTION 1302.

  	
  CALL, NOTICE AND PLACE OF MEETINGS

  	
  77

  
	
  SECTION 1303.

  	
  PERSONS ENTITLED TO VOTE AT MEETINGS

  	
  77

  



 


Note:  This table of contents
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  SECTION 1304.

  	
  QUORUM; ACTION

  	
  78

  
	
  SECTION 1305.

  	
  DETERMINATION OF VOTING RIGHTS; CONDUCT AND
  ADJOURNMENT OF MEETINGS

  	
  78

  
	
  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.


 


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INDENTURE, dated as of [·], 2008, 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 leases) and (b) all
goodwill, trade names, patents, unamortized debt discount and expense 


 


3

















 


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 of such
Person for money borrowed, (ii) every obligation of such Person evidenced
by bonds, debentures, notes or other similar instruments, 


 


4

















 


(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 applied to any acquisition of Principal Properties
or retirement of Securities or other 


 


5

















 


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;


 


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, 


 


6

















 


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 eligible for resale pursuant to Rule 144A
under the Securities Act, (ii) is sold by means of 


 


7

















 


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 the fifteenth day (regardless of whether a Business
Day) 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.


 


“Senior Credit Facility” means any of (a) that
certain Amended and Restated Revolving Credit Agreement dated as of October 13,
2006 among the Company 


 


8

















 


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.


 


9

















 


“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 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”.


 


10

















 


“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.


 


“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 


 


11

















 


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 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.


 


12














 


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.


 


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 


 


13

















 


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.


 


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 


 


14

















 


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.


 


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.


 


15

















 


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.


 


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.


 


16

















 


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 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 


 


17

















 


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


 


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 


 


18

















 


Indenture, dated as of
                            ,
2008 (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, 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 


 


19

















 


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
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.


 


20

















 


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


 


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


 


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


 


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


 


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.]


 


21

















 


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

  



 


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.


 


22














 


To the extent permitted by
law, the obligations of each Subsidiary Guarantor hereunder shall be
continuing, absolute and unconditional, and shall not be impaired, modified,
released or limited by any occurrence or condition whatsoever, including,
without limitation, (i) any compromise, settlement, release, waiver,
renewal, extension, indulgence or modification of, or any change in, any of the
obligations and liabilities (A) of the Company contained in any Securities
guaranteed by the Subsidiary Guarantors, including the Securities to which this
Subsidiary Guarantee is affixed, or the Indenture or (B) of any other
Subsidiary Guarantor, (ii) any impairment, modification, release or
limitation of the liability of the Company or of any other Subsidiary Guarantor
in bankruptcy, or any remedy for the enforcement thereof, resulting from the
operation of any present or future provision of any applicable federal or state
bankruptcy, insolvency, reorganization or other similar laws or from the
decision of any court, (iii) the assertion or exercise by the Company, any
other Subsidiary Guarantor, or the Trustee of any rights or remedies under any
Securities guaranteed by the Subsidiary Guarantors, including the Securities to
which this Subsidiary Guarantee is affixed, or the Indenture or their delay in
or failure to assert or exercise any such rights or remedies, (iv) the
voluntary or involuntary liquidation, dissolution, sale or other disposition of
all or substantially all of the assets, marshaling of assets and liabilities,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition or readjustment of, or other similar
proceeding affecting, the Company or any other Subsidiary Guarantor or any of
their assets, or the disaffirmance of the Indenture or the Securities in any
such proceeding, (v) the release or discharge of the Company or any other
Subsidiary Guarantor from the performance or observance of any agreement,
covenant, term or condition contained in any of such instruments by operation
of law, (vi) the unenforceability of any Securities guaranteed by the
Subsidiary Guarantors, including the Securities to which this Subsidiary
Guarantee is affixed, or the Indenture or (vii) any other circumstance
which might otherwise constitute a legal or equitable discharge of a surety or
guarantor.


 


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


 


23

















 


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


 


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


 


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


 


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


 


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


 


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


 


24

















 


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


 


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


 


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


 


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


 


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


 


	
   

  	
  [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 


 


25

















 


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, 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 


 


26

















 


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;


 


(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.


 


27

















 


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 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 


 


28

















 


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.


 


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.


 


29

















 


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 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 


 


30

















 


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 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) 


 


31

















 


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 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 


 


32

















 


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 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.


 


33














 


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.


 


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 


 


34

















 


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 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 


 


35

















 


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 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


 


36

















 


(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


 


(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 


 


37

















 


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 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.


 


38

















 


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 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 


 


39

















 


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;


 


(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.


 


40

















 


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.


 


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 


 


41

















 


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 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 


 


42

















 


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 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 


 


43

















 


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 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 


 


44

















 


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 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 


 


45

















 


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 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


 


46

















 


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;


 


(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.


 


47














 


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.


 


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 


 


48





















 


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.


 


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.


 


49

















 


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 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.


 


50

















 


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 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 


 


51





















 


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 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.


 


52

















 


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 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


 


53

















 


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 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 


 


54





















 


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 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 


 


55

















 


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, 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


 


56

















 


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.


 


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.


 


57














 


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

  



 


 


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 


 


58

















 


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 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


 


59

















 


(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 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 


 


60

















 


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.


 


(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:


 


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(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 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


 


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(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 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.


 


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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.


 


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 


 


64

















 


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 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 


 


65

















 


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;


 


(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, 


 


66

















 


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 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;


 


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(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;


 


(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 


 


68

















 


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 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


 


69

















 


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 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.


 


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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.


 


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;


 


71

















 


(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.


 


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 


 


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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
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, 


 


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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 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 


 


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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.


 


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 


 


75

















 


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 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 


 


76

















 


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.  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.


 


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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.


 


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.


 


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(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 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.


 


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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.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
  Name:

  	
   

  	
  Name:

  
	
  Title:

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Staples
  The Office Superstore, LLC,

  as Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Staples
  The Office Superstore East, Inc.,

  as Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Staples
  Contract & Commercial, Inc.,

  as Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Staples
  The Office Superstore, Limited

  Partnership,

  as Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


80

















 


	
   

  	
   

  	
  HSBC
  Bank USA, National Association,

  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


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