Trust Indenture Act
Section 314(d)

December 7, 2007

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division's view is as follows. Capitalized terms have the same meanings defined in your letter.

So long as no default has occurred or is continuing under the Indenture, the provisions of Section 314(d) of the Trust Indenture Act of 1939 are inapplicable to the Indenture governing the Second Priority Senior Secured Floating Rate Notes due 2013. In reaching this position, we have noted that:

• the notes issued under the Indenture are secured by agreements that are external to the Indenture;
• decisions regarding whether Collateral is maintained or released are made by a party other than the indenture trustee;
• neither the indenture trustee nor the holders of the indenture securities have any control over these decisions; and
• the Collateral securing the indenture securities also secures other debt.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2007/pregis-corporation-120707-314d.htm