SunOpta Inc. - Exhibit 4.2 - Filed by newsfilecorp.com





     Exhibit 4.2

INDENTURE 

 

SUNOPTA INC. 

 

and 

 

[TO BE NAMED] 

 

Trustee 

 

Dated as of __________________

 

$___________



______ % Debentures Due _______




TABLE OF CONTENTS 

	 	  	Page 
	 	  	  
	ARTICLE            
      1 DEFINITIONS AND RULES OF CONSTRUCTION; APPLICABILITY OF THE TRUST
      INDENTURE ACT 	4
      
	 	 	 
	Section
      1.01 	Definitions
      	4
      
	 	 	 
	Section
      1.02 	Other
      Definitions 	6
      
	 	 	 
	Section
      1.03 	Rules
      of Construction 	6
      
	 	 	 
	Section
      1.04 	Trust
      Indenture Act 	6
      
	 	 	 
	ARTICLE
      2            
      THE SECURITIES  	7
      
	 	 	 
	Section
      2.01 	Form
      and Dating 	7
      
	 	 	 
	Section
      2.02 	Execution
      and Authentication 	7
      
	 	 	 
	Section
      2.03 	Agents
      	7
      
	 	 	 
	Section
      2.04 	Paying
      Agent To Hold Money in Trust 	7
      
	 	 	 
	Section
      2.05 	Securityholder
      Lists 	8
      
	 	 	 
	Section
      2.06 	Transfer
      and Exchange 	8
      
	 	 	 
	Section
      2.07 	Replacement
      Securities 	8
      
	 	 	 
	Section
      2.08 	Outstanding
      Securities 	8
      
	 	 	 
	Section
      2.09 	Treasury
      Securities Disregarded for Certain Purposes 	9
      
	 	 	 
	Section
      2.10 	Temporary
      Securities 	9
      
	 	 	 
	Section
      2.11 	Global
      Securities 	9
      
	 	 	 
	Section
      2.12 	Cancellation
      	9
      
	 	 	 
	Section
      2.13 	Defaulted
      Interest 	9
      
	 	 	 
	ARTICLE            
      3 REDEMPTION  	10
      
	 	 	 
	Section
      3.01 	Notice
      to Trustee 	10
      
	 	 	 
	Section
      3.02 	Selection
      of Securities To Be Redeemed 	10
      
	 	 	 
	Section
      3.03 	Notice
      of Redemption 	11
      
	 	 	 
	Section
      3.04 	Effect
      of Notice of Redemption 	11
      
	 	 	 
	Section
      3.05 	Deposit
      of Redemption Price 	11
      
	 	 	 
	Section
      3.06 	Securities
      Redeemed in Part 	12
      
	 	 	 
	ARTICLE            
      4 COVENANTS  	12
      
	 	 	 
	Section
      4.01 	Payment
      of Securities 	12
      
	 	 	 
	Section
      4.02 	SEC
      Reports 	12
      


i 




TABLE OF CONTENTS 
(continued) 


	 	  	Page 
	 	  	  
	Section
      4.03 	Compliance
      Certificate 	12
      
	 	 	 
	Section
      4.04 	Notice
      of Certain Events 	12
      
	 	 	 
	ARTICLE
      5            
      SUCCESSORS  	12
      
	 	 	 
	Section
      5.01 	When
      Company May Merge, etc 	12
      
	 	 	 
	Section
      5.02 	Successor
      Corporation Substituted 	13
      
	 	 	 
	ARTICLE
      6            
      DEFAULTS AND REMEDIES  	13
      
	 	 	 
	Section
      6.01 	Events
      of Default 	13
      
	 	 	 
	Section
      6.02 	Acceleration
      	14
      
	 	 	 
	Section
      6.03 	Other
      Remedies 	14
      
	 	 	 
	Section
      6.04 	Waiver
      of Past Defaults 	15
      
	 	 	 
	Section
      6.05 	Control
      by Majority 	15
      
	 	 	 
	Section
      6.06 	Limitation
      on Suits 	15
      
	 	 	 
	Section
      6.07 	Rights
      of Holders To Receive Payment 	15
      
	 	 	 
	Section
      6.08 	Priorities
      	16
      
	 	 	 
	Section
      6.09 	Undertaking
      for Costs 	16
      
	 	 	 
	Section
      6.10 	Proof
      of Claim 	16
      
	 	 	 
	Section
      6.11 	Actions
      of a Holder 	16
      
	 	 	 
	ARTICLE
      7            
      TRUSTEE  	17
      
	 	 	 
	Section
      7.01 	Duties
      of Trustee 	17
      
	 	 	 
	Section
      7.02 	Rights
      of Trustee 	18
      
	 	 	 
	Section
      7.03 	Individual
      Rights of Trustee; Disqualification 	18
      
	 	 	 
	Section
      7.04 	Trustee’s
      Disclaimer 	18
      
	 	 	 
	Section
      7.05 	Notice
      of Defaults 	18
      
	 	 	 
	Section
      7.06 	Reports
      by Trustee to Holders 	18
      
	 	 	 
	Section
      7.07 	Compensation
      and Indemnity 	19
      
	 	 	 
	Section
      7.08 	Replacement
      of Trustee 	19
      
	 	 	 
	Section
      7.09 	Successor
      Trustee by Merger, etc 	20
      
	 	 	 
	Section
      7.10 	Eligibility
      	20
      
	 	 	 
	Section
      7.11 	Preferential
      Collection of Claims Against Company 	20
      


ii 




TABLE OF CONTENTS 
(continued) 


	 	  	Page 
	 	  	  
	ARTICLE
      8            
      SATISFACTION AND DISCHARGE  	20
      
	 	 	 
	Section
      8.01 	Satisfaction
      and Discharge of Indenture 	20
      
	 	 	 
	Section
      8.02 	Application
      of Trust Funds 	21
      
	 	 	 
	Section
      8.03 	Reinstatement
      	21
      
	 	 	 
	Section
      8.04 	Repayment
      to Company 	22
      
	 	 	 
	ARTICLE
      9            
      AMENDMENTS  	22
      
	 	 	 
	Section
      9.01 	Without
      Consent of Holders 	22
      
	 	 	 
	Section
      9.02 	With
      Consent of Holders 	22
      
	 	 	 
	Section
      9.03 	Compliance
      with Trust Indenture Act and Section 12.03 	23
      
	 	 	 
	Section
      9.04 	Revocation
      and Effect of Consents and Waivers 	23
      
	 	 	 
	Section
      9.05 	Notice
      of Amendment; Notation on or Exchange of Securities 	23
      
	 	 	 
	Section
      9.06 	Trustee
      Protected 	24
      
	 	 	 
	ARTICLE
      10           CONVERSION
       	24
      
	 	 	 
	Section
      10.01 	To
      be Supplemented 	24
      
	 	 	 
	ARTICLE
      11          
      SUBORDINATION  	24
      
	 	 	 
	Section
      11.01 	To
      be Supplemented 	24
      
	 	 	 
	ARTICLE
      12          
      MISCELLANEOUS  	24
      
	 	 	 
	Section
      12.01 	Notices
      	24
      
	 	 	 
	Section
      12.02 	Communication
      by Holders with Other Holders 	24
      
	 	 	 
	Section
      12.03 	Certificate
      and Opinion as to Conditions Precedent 	25
      
	 	 	 
	Section
      12.04 	Statements
      Required in Certificate or Opinion 	25
      
	 	 	 
	Section
      12.05 	Rules
      by Trustee and Agents 	25
      
	 	 	 
	Section
      12.06 	Legal
      Holidays 	25
      
	 	 	 
	Section
      12.07 	No
      Recourse Against Others 	25
      
	 	 	 
	Section
      12.08 	Duplicate
      Originals 	25
      
	 	 	 
	Section
      12.09 	Variable
      Provisions 	26
      
	 	 	 
	Section
      12.10 	Governing
      Law 	26
      
	 	  	  
	EXHIBIT
      A - Face of Security  	  


iii 




CROSS-REFERENCE TABLE 

	TIA Section 	Indenture Section 
	310(a)(1) 	7.10 
	(a)(2) 	7.10 
	(a)(3) 	N.A. 
	(a)(4) 	N.A. 
	(a)(5) 	N.A. 
	(b) 	7.08; 7.10 
	311(a) 	7.11 
	(b) 	7.11 
	312(a) 	2.05 
	(b) 	12.02 
	(c) 	N.A. 
	313(a) 	7.06 
	(b)(1) 	N.A. 
	(b)(2) 	7.00 
	(c) 	7.06 
	(d) 	7.06 
	314(a)(1) 	4.02 
	(a)(2) 	12.01 
	(a)(4) 	4.03 
	(b) 	N.A. 
	(c) 	2.02; 7.02(b); 8.01(3) 
	(c)(1) 	13.04 
	(c)(2) 	13.04 
	(c)(3) 	13.04 
	(d) 	N.A. 
	(e) 	4.03; 12.04 
	(f) 	4.03 
	315(a)(1) 	6.05; 7.01(b)(t) 
	(a)(2) 	7.01(b)(2) 
	(b) 	7.05; 12.01 
	(c) 	7.01(a) 
	(d)(1) 	7.01(b) 
	(d)(2) 	7.01(c)(2) 
	(d)(3) 	6.05; 7.01(c)(3) 
	(e) 	6.09 
	316 (a) (last sentence) 	2.09 
	(a)(t)(A) 	6.05 
	(a)(1)(B) 	6.04 
	(a)(2) 	  
	(b) 	6.07 
	(c) 	9.04 
	317(a)(1) 	  
	(a)(2) 	  







	TIA Section 	Indenture Section 
	  	  
	  	  
	(b) 	2.04 
	318(a) 	  


N.A. means not applicable. 

Note: This Cross-Reference Table shall not, for any purpose, be
deemed to be part of this Indenture. 

v 




      
     INDENTURE dated as of ___________, between SUNOPTA
INC., a corporation organized and existing under the laws of Canada
(“Company”), and [_____________], a [New York] corporation
(“Trustee”). 

            Each
party agrees as follows for the benefit of the other party and for the equal and
ratable benefit of the Holders of the Company’s ___% Debentures Due ____
(“Securities”): 

ARTICLE 1 

Definitions and Rules of Construction; Applicability of the
Trust Indenture Act 

           
Section 1.01 Definitions 

           
“Affiliate” Any Person controlling or controlled by or under common
control with the Company. “Control” for this definition means the power to
direct the management and policies of a Person, directly or indirectly, whether
through the ownership of voting securities, by contract, or otherwise. The terms
“controlling” and “controlled” have meanings correlative to the foregoing. 

           
“Agent” Any Registrar, Paying Agent or Conversion Agent. 

            “Board”
The Board of Directors of the Company or any officer or committee thereof
authorized to act for such Board. 

           
“Business Day” A day that is not a Legal Holiday. 

            “Company”
The party named as such above until a successor which duly assumes the
obligations upon the Securities and under the Indenture replaces it and
thereafter means the successor. 

            “Debt”
means, with respect to any Person, (i) any obligation of such Person to pay the
principal of, premium of, if any, interest on (including interest accruing on or
after the filing of any petition in bankruptcy or for reorganization relating to
the Company, whether or not a claim for such post-petition interest is allowed
in such proceeding), penalties, reimbursement or indemnification amounts, fees,
expenses or other amounts relating to any indebtedness, and any other liability,
contingent or otherwise, of such Person (A) for borrowed money (including
instances where the recourse of the lender is to the whole of the assets of such
Person or to a portion thereof), (B) evidenced by a note, debenture or similar
instrument (including a purchase money obligation) including securities, (C) for
any letter of credit or performance bond in favor of such Person, or (D) for the
payment of money relating to a capitalized lease obligation; (ii) any liability
of others of the kind described in the preceding clause (i), which the Person
has guaranteed or which is otherwise its legal liability; (iii) any obligation
of the type described in clauses (i) and (ii) secured by a lien to which the
property or assets of such Person are subject, whether or not the obligations
secured thereby shall have been assumed by or shall otherwise be such Person’s
legal liability; and (iv) any and all deferrals, renewals, extensions and
refunding of, or amendments, modifications or supplements to, any liability of
the kind described in any of the preceding clauses (i), (ii) or (iii). 

1 




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

           
“Exchange Act” The Securities Exchange Act of 1934, as amended. 

           
“Holder” or “Securityholder” A Person in whose name a Security is
registered. 

            “Indenture”
This Indenture as amended from time to time, including the terms of the
Securities and any amendments. 

            “Officers’
Certificate” A certificate signed by two Officers, one of whom must be the
President, the Treasurer or a Vice-President of the Company. See Sections 12.03
and 12.04. 

            “Opinion
of Counsel” Written opinion from legal counsel who is acceptable to the
Trustee. See Sections 12.03 and 12.04. 

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

            “Principal”
of a Security means the principal of the Security plus the premium, if any, on
the Security which is due or overdue or is to become due at the relevant time.


            “Proceeding”
A liquidation, dissolution, bankruptcy, insolvency, reorganization, receivership
or similar proceeding under Bankruptcy Law, an assignment for the benefit of
creditors, any marshalling of assets or liabilities, or winding up or
dissolution, but shall not include any transaction permitted by and made in
compliance with Article 5. 

           
“SEC” The Securities and Exchange Commission. 

           
“Securities” The Securities described above issued under this Indenture.


            “TIA”
The Trust Indenture Act of 1939, as amended, as in effect on the date of this
Indenture, except as provided in Sections 1.04 and 9.03. 

            “Trust
Officer” Any officer or assistant officer of the Trustee assigned by the
Trustee to administer its corporate trust matters or to whom a matter concerning
the Indenture may be referred. 

            “Trustee”
The party named as such above until a successor replaces it and thereafter means
the successor. 

            “U.S.
Government Obligations” Securities that are direct, noncallable,
nonredeemable obligations of, or noncallable, nonredeemable obligations
guaranteed by, the United States of America for the timely payment of which
obligation or guarantee the full faith and credit of the United States of
America is pledged, or funds consisting solely of such securities, including
funds managed by the Trustee or one of its Affiliates (including such funds for
which it or its Affiliates receives fees in connection with such
management).

2 




           
Section 1.02 Other Definitions 


	Term 	Defined 
	  	in Section 
	“Bankruptcy Law” 	6.01 
	“Conversion Agent” 	2.03 
	“Custodian” 	6.01 
	“Defaulted Interest” 	2.13 
	“Event of Default” 	6.01 
	“Legal Holiday” 	12.06 
	“Notice” 	12.01 
	“Officer” 	12.09 
	“Paying Agent” 	2.03 
	“Registrar” 	2.03 



            Section
1.03 Rules of Construction. Unless the context otherwise requires: 

(1) a
  term defined in Sections 1.01 or 1.02 has the meaning assigned to it therein,
  and terms defined in the TIA have the meanings assigned to them in the TIA; 

(2)
  an accounting term not otherwise defined has the meaning assigned to it in
  accordance with generally accepted accounting principles in the United States;  

(3) “or” is not exclusive; 

(4) words in the singular include the plural, and
  words in the plural include the singular; 

(5) provisions apply to successive
  events and transactions; 

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

(7) “including” means including without
  limitation. 

            Section
1.04 Trust Indenture Act. The provisions of TIA §§ 310 through 317 that
impose duties on any Person (including the provisions automatically deemed
included herein unless expressly excluded by this Indenture) are a part of and
govern this Indenture upon and so long as the Indenture and Securities are
subject to the TIA. If any provision of this Indenture limits, qualifies or
conflicts with such duties, the imposed duties shall control. If a provision of
the TIA requires or permits a provision of this Indenture and the TIA provision
is amended, then the Indenture provision shall be automatically amended to like
effect. 

            [Any
reference to a requirement under the TIA shall only apply upon and so long as
the Indenture is qualified under and subject to the TIA.] 

3 






ARTICLE 2 

The Securities 

            Section
2.01 Form and Dating. The Securities and the certificate of
authentication shall be substantially in the form of Exhibit A, which is hereby
incorporated in and expressly made a part of this Indenture. The Securities may
have notations, legends or endorsements required by Section 2.11, law, stock
exchange rule, automated quotation system, agreements to which the Company is
subject, or usage. Each Security shall be dated the date of its authentication.


            Section
2.02 Execution and Authentication. Two Officers shall sign the Securities
for the Company by manual or facsimile signature. 

            If
an Officer whose signature is on a Security no longer holds that office at the
time the Security is authenticated, the Security is still valid. 

            A
Security shall not be valid until an authorized signatory of the Trustee
manually signs the certificate of authentication on the Security. The signature
shall be conclusive evidence that the Security has been authenticated under this
Indenture. 

            The
Trustee shall authenticate Securities for original issue up to the amount stated
in paragraph 4 of Exhibit A in accordance with an Officers’ Certificate of the
Company. The aggregate principal amount of Securities outstanding at any time
may not exceed that amount except as provided in Section 2.07. 

            The
Trustee may appoint an authenticating agent acceptable to the Company to
authenticate Securities. An authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with the Company or
an Affiliate. 

            Section
2.03 Agents. The Company shall maintain an office or agency where
Securities may be presented for registration of transfer or for exchange
(“Registrar”), where Securities may be presented for payment (“Paying
Agent”) and where Securities may be presented for conversion to the extent
and in the manner set forth in Article 10 (“Conversion Agent”). Whenever
the Company must issue or deliver Securities pursuant to this Indenture, the
Trustee shall authenticate the Securities at the Company’s request. The
Registrar shall keep a register of the Securities and of their transfer and
exchange. 

            The
Company may appoint more than one Registrar, Paying Agent or Conversion Agent.
The Company shall notify the Trustee of the name and address of any Agent not a
party to this Indenture. If the Company does not appoint another Registrar,
Paying Agent, or Conversion Agent, the Trustee shall act as such. 

            Section
2.04 Paying Agent To Hold Money in Trust. On or prior to each due date of
the Principal and interest on any Security, the Company shall deposit with the
Paying Agent a sum sufficient to pay such Principal and interest when so
becoming due. The Company shall require each Paying Agent (other than the
Trustee) to agree in writing that the Paying Agent will hold in trust for the benefit of Securityholders or the Trustee all
money held by the Paying Agent for the payment of the Principal of or interest
on the Securities and will notify the Trustee of any Default by the Company in
making any such payment. While any such Default continues, the Trustee may
require a Paying Agent to pay all money held by it to the Trustee. The Company
at any time may require a Paying Agent to pay all money held by it to the
Trustee and to account for any funds disbursed by the Paying Agent. Upon
complying with this Section, the Paying Agent shall have no further liability
for the money delivered to the Trustee. If the Company or any Affiliate acts as
Paying Agent, it shall segregate the money held by it as Paying Agent and hold
it as a separate trust fund. 

4 




            Section
2.05 Securityholder Lists. The Trustee shall preserve in as current a
form as is reasonably practicable the most recent list available to it of the
names and addresses of Securityholders. If the Trustee is not the Registrar, the
Company shall furnish to the Trustee, in writing at least 10 Business Days
before each interest payment date and at such other times as the Trustee may
request a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of Securityholders. 

            Section
2.06 Transfer and Exchange. The Securities shall be issued in registered
form and shall be transferable only upon surrender of a Security for
registration of transfer. When a Security is presented to the Registrar with a
request to register a transfer or to exchange them for an equal principal amount
of Securities of other denominations, the Registrar shall register the transfer
or make the exchange if its requirements for such transactions are met and the
Security has not been redeemed. The Company may charge a reasonable fee for any
registration of transfer or exchange but not for any exchange pursuant to
Section 2.10, 3.06 or 9.05. 

            All
Securities issued upon any transfer or exchange pursuant to the terms of this
Indenture will evidence the same debt and will be entitled to the same benefits
under this Indenture as the Securities surrendered upon such transfer or
exchange. 

            Section
2.07 Replacement Securities. If the Holder of a Security claims that the
Security has been lost, destroyed or wrongfully taken, then, in the absence of
notice to the Company that the Security has been acquired by a protected
purchaser, the Company shall issue a replacement Security. If required by the
Trustee or the Company, an indemnity bond must be provided which is sufficient
in the judgment of both to protect the Company, the Trustee and the Agents from
any loss which any of them may suffer if a Security is replaced. The Company or
the Trustee may charge the Holder for its expenses in replacing a Security. 

           
Every replacement Security is an additional obligation of the Company. 

            Section
2.08 Outstanding Securities. Securities outstanding at any time are all
Securities authenticated by the Trustee except for those canceled by the
Registrar, those delivered to it for cancellation and those described in this
Section as not outstanding. A Security does not cease to be outstanding because
the Company or an Affiliate holds the Security. 

            If
a Security is replaced pursuant to Section 2.07, it ceases to be outstanding
unless the Company receives proof satisfactory to it that the replaced Security
is held by a protected purchaser. 

5 




            If
Securities are considered paid under Section 4.01, they cease to be outstanding
and interest on them ceases to accrue. 

            Section
2.09 Treasury Securities Disregarded for Certain Purposes. In determining
whether the Holders of the required Principal amount of Securities have
concurred in any direction, waiver or consent, Securities owned by the Company
or an Affiliate shall be disregarded and deemed not to be outstanding, except
that, for the purposes of determining whether the Trustee shall be protected in
relying on any such direction, waiver or consent, only Securities which the
Trustee knows are so owned shall be so disregarded. Securities so owned which
have been pledged in good faith shall not be disregarded if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right to deliver
any such direction, waiver or consent with respect to the Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor. 

            Section
2.10 Temporary Securities. Until definitive Securities are ready for
delivery, the Company may use temporary Securities. Temporary Securities shall
be substantially in the form of definitive Securities but may have variations
that the Company considers appropriate for temporary Securities. Without
unreasonable delay, the Company shall deliver definitive Securities in exchange
for temporary Securities. 

            Section
2.11 Global Securities. The Company may issue some or all of the
Securities in temporary or permanent global form. The Company may issue a global
Security only to a depository. A depository may transfer a global Security only
to its nominee or to a successor depository. A global Security shall represent
the amount of Securities specified in the global Security. A global Security may
have variations that the depository requires or that the Company considers
appropriate for such a security. 

            Beneficial
owners of part or all of a global Security are subject to the rules of the
depository as in effect from time to time. 

            The
Company, the Trustee and the Agents shall not be responsible for any acts or
omissions of a depository, for any depository records of beneficial ownership
interests or for any transactions between the depository and beneficial owners.


            Section
2.12 Cancellation. The Company at any time may deliver Securities to the
Trustee for cancellation. The Paying Agent and Conversion Agent, if not the
Trustee, shall forward to the Trustee any Securities surrendered to them for
payment or conversion. The Trustee shall cancel all Securities surrendered for
registration of transfer, exchange, payment, conversion or cancellation and
shall dispose of canceled Securities according to its standard procedures or as
the Company otherwise directs. The Company may not issue new Securities to
replace Securities that it has paid or which have been delivered to the Trustee
for cancellation or that any Securityholder has converted. 

            Section
2.13 Defaulted Interest. If the Company defaults in a payment of interest
on the Securities (“Defaulted Interest”) such Defaulted Interest shall
cease to be payable to the Securityholder on the relevant record date and shall
be paid by the Company, at its election, under either (1) or (2) below: 

6 




                          (1)       
The Company may pay the Defaulted Interest together with interest thereon to the
Persons which are Securityholders on a subsequent special record date. The
Company shall notify the Trustee of the amount of Defaulted Interest together
with interest thereon to be paid and pay over such amount to the Trustee. The
Trustee shall then fix a special record date and at the Company’s expense shall
notify Securityholders not less than 10 days prior to such special record date
of the proposed payment, of the special record date, and of the payment date.


                          (2)       
The Company may make payment of Defaulted Interest together with interest
thereon in any lawful manner not inconsistent with the requirements of any
securities exchange or automated quotation system on which the Securities may be
listed or designated for issuance. The Company shall give prompt notice to the
Trustee and Securityholders that it intends to make payment pursuant to this
Section 2.13(2) and of the special record date of the proposed payment, and of
the payment date. 

ARTICLE 3 

Redemption 

            Section
3.01 Notice to Trustee. If Securities are to be redeemed, the Company
shall notify the Trustee of the redemption date, the Principal amount of
Securities to be redeemed and the provision of the Securities permitting or
requiring the redemption. 

            The
Company may reduce the Principal amount of Securities required to be redeemed
pursuant to Paragraph Six of the Securities if it notifies the Trustee of the
amount of the credit and the basis for it by delivery of an Officers’
Certificate. If the reduction is based on a credit for redeemed, converted or
canceled Securities that the Company has not previously delivered to the Trustee
for cancellation, the Company shall deliver such Securities to the Registrar
before the selection of securities to be redeemed. 

            The
Company shall give each notice provided for in this Section at least 50 days
before the redemption date unless a shorter period is satisfactory to the
Trustee. If fewer than all the Securities are to be redeemed, the record date
relating to such redemption shall be selected by the Company and given to the
Trustee, which record date shall be not less than 15 days prior to the
redemption date. 

            Section
3.02 Selection of Securities To Be Redeemed. If less than all the
Securities are to be redeemed, the Trustee shall select the Securities to be
redeemed by a method that complies with the requirements, if any, of any stock
exchange on which the Securities are listed and that the Trustee considers fair
and appropriate, which may include selection pro rata or by lot. The Trustee
shall make the selection from Securities outstanding not previously called for
redemption. The Trustee may select for redemption portions of the Principal of
Securities that have denominations larger than $1,000. Securities and portions
thereof selected by the Trustee shall be in amounts of $1,000 or whole multiples
of $1,000. Provisions of this Indenture that apply to Securities called for
redemption also apply to portions of Securities called for redemption. 

7 




            Section
3.03 Notice of Redemption. At least 30 days but not more than 60 days
before a redemption date, the Company shall mail a notice of redemption to each
Holder whose Securities are to be redeemed. 

            The
notice shall state that it is a notice of redemption, identify the Securities to
be redeemed and shall state: 

                         
(1)        the redemption date; 

                         
(2)        the redemption price; 

                         
(3)        the name and address of the Paying
Agent and Conversion Agent; 

                         
(4)        that Securities called for
redemption must be surrendered to the Paying Agent to collect the redemption
price; 

                         
(5)        that, unless the Company defaults
in making such redemption payment or the Paying Agent is prohibited from making
such payment pursuant to the terms of this Indenture, interest on Securities (or
portion thereof) called for redemption ceases to accrue on and after the
redemption date; and 

                         
(6)        list the CUSIP number of the
Securities and state that no representation is made as to the correctness or
accuracy of the CUSIP number, if any, listed in such notice or printed on the
Securities. 

            At
the Company’s request, the Trustee shall give the notice of redemption in the
Company’s name and at its expense. 

            Section
3.04 Effect of Notice of Redemption. Once notice of redemption is mailed,
Securities called for redemption become due and payable on the redemption date
at the redemption price. Upon surrender to the Paying Agent, such Securities
shall be paid at the redemption price stated in the notice, plus accrued
interest to the redemption date. Failure to give notice or any defect in the
notice to any Holder shall not affect the validity of the notice to any other
Holder. 

            Section
3.05 Deposit of Redemption Price. On or before the redemption date, the
Company shall deposit with the Paying Agent (or, if the Company or any Affiliate
is the Paying Agent, shall segregate and hold in trust) money sufficient to pay
the redemption price of, and accrued interest on, all Securities to be redeemed
on that date other than Securities or portions of Securities called for
redemption which have been delivered by the Company to the Registrar for
cancellation. The Paying Agent shall return to the Company any money not
required for that purpose because of conversion of Securities. 

            Unless
the Company shall default in the payment of Securities (and accrued interest)
called for redemption, interest on such Securities shall cease to accrue after
the redemption date. 

8 




            Section
3.06 Securities Redeemed in Part. Upon surrender of a Security that is
redeemed in part, the Company shall deliver to the Holder (at the Company’s
expense) a new Security equal in Principal amount to the unredeemed portion of
the Security surrendered. 

ARTICLE 4 

Covenants 

            Section
4.01 Payment of Securities. The Company shall pay the Principal of and
interest on the Securities on the dates and in the manner provided in the
Securities and this Indenture. Principal and interest shall be considered paid
on the date due if the Paying Agent holds in accordance with this Indenture on
that date money sufficient to pay all Principal and interest then due and the
Paying Agent is not prohibited from paying such money to the Holders on such
date pursuant to the terms of this Indenture. 

            The
Company shall pay interest on overdue Principal at the rate borne by the
Securities; it shall pay interest on overdue Defaulted Interest at the same rate
to the extent lawful. 

            Section
4.02 SEC Reports. The Company shall file with the Trustee within 15 days
after it files them with the SEC copies of the annual reports and of the
information, documents, and other reports which the Company is required to file
with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The Company
will cause any quarterly and annual reports which it makes available to its
stockholders to be mailed to the Holders. The Company will also comply with the
other provisions of TIA § 314(a). Delivery of such reports, information and
documents to the Trustee is for informational purposes only and the Trustee’s
receipt of such shall not constitute notice or constructive notice of any
information contained therein or determinable from information contained
therein, including the Company’s compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers’
Certificates). 

            Section
4.03 Compliance Certificate. The Company shall deliver to the Trustee,
within [105] days after the end of each fiscal year of the Company, a brief
certificate signed by the principal executive officer, principal financial
officer or principal accounting officer of the Company, as to the signer’s
knowledge of the Company’s compliance with all conditions and covenants
contained in this Indenture (determined without regard to any period of grace or
requirement of notice provided herein). 

            Section
4.04 Notice of Certain Events. The Company shall give prompt written
notice to the Trustee and any Paying Agent of (i) any Proceeding, (ii) any
Default or Event of Default, (iii) any cure or waiver of any Default or Event of
Default, and (iv) if and when the Securities are listed on any stock exchange.


ARTICLE 5 

Successors 

            Section
5.01 When Company May Merge, etc. The Company shall not consolidate or
merge with or into, or transfer all or substantially all of its assets to, any
Person unless: 

9 




                          (1)       
either the Company shall be the resulting or surviving entity or such person is
a corporation organized and existing under the laws of the United States, a
State thereof or the District of Columbia; 

                         
(2)        if the Company is not the
resulting or surviving entity, such Person assumes by supplemental indenture all
the obligations of the Company under the Securities and this Indenture; and 

                         
(3)        immediately before and immediately
after the transaction no Default exists. 

            The
Company shall deliver to the Trustee prior to the proposed transaction an
Officers’ Certificate and an Opinion of Counsel, each of which shall state that
such consolidation, merger or transfer and such supplemental indenture comply
with this Article 5 and that all conditions precedent herein provided for
relating to such transaction have been complied with. 

            Section
5.02 Successor Corporation Substituted. Upon any consolidation or merger,
or any transfer of all or substantially all of the assets of the Company in
accordance with Section 5.01, the successor corporation formed by such
consolidation or into which the Company is merged or to which such transfer is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture and the Securities with the same
effect as if such successor corporation had been named as the Company herein and
in the Securities. Thereafter the obligations of the Company under the
Securities and Indenture shall terminate except for the obligation to pay the
Principal of and interest on the securities in the case of a transfer. 

ARTICLE 6 

Defaults and Remedies 

           
Section 6.01 Events of Default. An “Event of Default” occurs if: 

                          (1)       
the Company Defaults in the payment of interest on any Security when the same
becomes due and payable and such Default continues for a period of [30] days;


                         
(2)        the Company Defaults in the
payment of the Principal of any Security when the same becomes due and payable
at maturity, upon redemption or otherwise; 

                         
(3)        the Company fails to comply with
any of its other agreements in the Securities or this Indenture and such failure
continues for the period and after the notice specified below; 

                         
(4)        the Company pursuant to or within
the meaning of any Bankruptcy Law: 

                                       
(A)        commences a voluntary case, 

                                       
(B)        consents to the entry of an order
for relief against it in an involuntary case, 

10 




                                        (C)       
consents to the appointment of a Custodian of it or for all or substantially all
of its property, or 

                                       
(D)        makes a general assignment for the
benefit of its creditors; or 

                         
(5)        a court of competent jurisdiction
enters an order or decree under any Bankruptcy Law that: 

                                       
(A)        is for relief against the Company
in an involuntary case, 

                                       
(B)        appoints a Custodian of the
Company or for all or substantially all of its property, or 

                                       
(C)        orders the liquidation of the
Company, and the order or decree remains unstayed and in effect for 60 days.


            The
foregoing will constitute Events of Default whatever the reason for any such
Event of Default, whether it is voluntary or involuntary, or is 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. 

            The
term “Bankruptcy Law” means title 11, U.S. Code or any similar Federal or state
law for the relief of debtors. The term “Custodian” means any receiver, trustee,
assignee, liquidator or similar official under any Bankruptcy Law. 

            A
Default under clause (3) is not an Event of Default until the Trustee or the
Holders of at least 25% in Principal amount of the Securities notify the Company
and the Trustee of the Default and the Company does not cure the Default, or it
is not waived, within [60] days after receipt of the notice. The notice must
specify the Default, demand that it be remedied to the extent consistent with
law, and state that the notice is a “Notice of Default”. 

            Section
6.02 Acceleration. If an Event of Default occurs and is continuing, the
Trustee by notice to the Company, or the Holders of at least 25% in Principal
amount of the Securities by notice to the Company and the Trustee, may declare
the Principal of and accrued interest on all the Securities to be due and
payable. Upon such declaration the Principal and interest shall be due and
payable immediately. 

            The
Holders of a majority in Principal amount of the Securities by notice to the
Company and the Trustee may rescind an acceleration and its consequences if the
rescission would not conflict with any judgment or decree and if all existing
Events of Default have been cured or waived except nonpayment of Principal or
interest that has become due solely because of the acceleration. 

            Section
6.03 Other Remedies. If an Event of Default occurs and is continuing, the
Trustee may pursue any available remedy to collect the payment of Principal or
interest on the Securities or to enforce the performance of any provision of the
Securities or this Indenture. 

11 




            The
Trustee may maintain a proceeding even if it does not possess any of the
Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Securityholder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law. 

            Section
6.04 Waiver of Past Defaults. The Holders of a majority in Principal
amount of the Securities by notice to the Trustee may waive an existing Default
and its consequences except: 

(1) a Default in the payment of the Principal of or
  interest on any Security; or 

(2) a Default with respect to a provision that
  under Section 9.02 cannot be amended without the consent of each Securityholder
  affected; or 

            Section 6.05 Control by Majority. The Holders of a majority
  in Principal amount of the Securities may 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. However, the Trustee may refuse to
  follow any direction that conflicts with law or this Indenture, is unduly
  prejudicial to the rights of other Securityholders, or would involve the Trustee
  in personal liability or expense for which the Trustee has not received a
  satisfactory indemnity therefor. 

            Section
6.06 Limitation on Suits. A Securityholder may pursue a remedy with
respect to this Indenture or the Securities only if: 

(1) the Holder gives to the
  Trustee notice of a continuing Event of Default; 

(2) the Holders of at least 25%
  in Principal amount of the Securities make a request to the Trustee to pursue
  the remedy; 

(3) the Trustee either (i) gives to such Holders notice it will not
  comply with the request, or (ii) does not comply with the request within [15 or
  30] days after receipt of the request; and 

(4) the Holders of a majority in
  Principal amount of the Securities do not give the Trustee a direction
  inconsistent with the request prior to the earlier of the date, if ever, on
  which the Trustee delivers a notice under Section 6.06(3)(i) or the expiration
  of the period described in Section 6.06(3)(ii) . 

            A
Securityholder may not use this Indenture to prejudice the rights of another
Securityholder or to obtain a preference or priority over another
Securityholder. 

            Section
6.07 Rights of Holders To Receive Payment. Notwithstanding any other
provision of this Indenture, the right of any Holder of a Security to receive
payment of Principal and interest on the Security, on or after the respective
due dates expressed in the Security, or to bring suit for the enforcement of any
such payment on or after such respective dates, shall not be impaired or
affected without the consent of the Holder. 

12 




            Nothing
in this Indenture limits or defers the right or ability of Holders to petition
for commencement of a case under applicable Bankruptcy Law to the extent
consistent with such Bankruptcy Law. 

            Section
6.08 Priorities. After an Event of Default any money or other property
distributable in respect of the Company’s obligations under this Indenture shall
be paid in the following order: 

           
First: to the Trustee (including any predecessor Trustee) for amounts due under
Section 7.07; 

           
Second: to Securityholders for amounts due and unpaid on the Securities for
Principal and interest, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Securities for Principal and
interest, respectively; and 

           
Third: to the Company. 

            The
Trustee may fix a record date and payment date for any payment to
Securityholders. 

           
Section 6.09 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 or omitted by it as Trustee, a court in its discretion may
require the filing by any party litigant in the suit of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys’ fees, against any party litigant in the
suit, having due regard to the merits and good faith of the claims or defenses
made by the party litigant. This Section does not apply to a suit by the
Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of
more than 10% in Principal amount of the Securities. 

            Section
6.10 Proof of Claim. In the event of any Proceeding, the Trustee may file
a claim for the unpaid balance of the Securities in the form required in the
Proceeding and cause the claim to be approved or allowed. Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Securityholder 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 Securityholder in any Proceeding. 

            Section
6.11 Actions of a Holder. For the purpose of providing any consent,
waiver or instruction to the Company or the Trustee, a “Holder” or
“Securityholder” shall include a Person who provides to the Company or the
Trustee, as the case may be, an affidavit of beneficial ownership of a Security
together with a satisfactory indemnity against any loss, liability or expense to
such party to the extent that it acts upon such affidavit of beneficial
ownership (including any consent, waiver or instructions given by a Person
providing such affidavit and indemnity). 

13 




ARTICLE 7 

Trustee 

            Section
7.01 Duties of Trustee. If an Event of Default has occurred and is
continuing, the Trustee shall exercise such of the rights and powers vested in
it by this Indenture, and use the same degree of care and skill in their
exercise, as a prudent person would exercise or use under the circumstances in
the conduct of its own affairs. 

                          (a)       
Except during the continuance of an Event of Default:

                                        (1)       
The Trustee need perform only those duties that are specifically set forth in
this Indenture and no others. 

                                        (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. However, the Trustee shall examine the
certificates and opinions to determine whether or not they conform to the
requirements of this Indenture. 

                          (b)       
The Trustee may not be relieved from liability for its own negligent action, its
own negligent failure to act or its own willful misconduct, except that: 

                                       
(1)        This paragraph does not limit the
effect of paragraph (b) of this Section. 

                                        (2)       
The Trustee shall not be liable for any error of judgment made in good faith by
a Trust Officer, unless it is proved that the Trustee was negligent in
ascertaining the pertinent facts. 

                                        (3)       
The Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to
Section 6.05. 

                                        (4)       
The Trustee may refuse to perform any duty or exercise any right or power which
would require it to expend its own funds or risk any liability if it shall
reasonably believe that repayment of such funds or adequate indemnity against
such risk is not reasonably assured to it. 

                          (c)       
Every provision of this Indenture that in any way relates to the Trustee is
subject to paragraphs (a), (b) and (c) of this Section. 

                          (d)       
The Trustee shall not be liable for interest on any money received by it except
as the Trustee may agree with the Company. Money held in trust by the Trustee
need not be segregated from other funds except to the extent required by law.


14 




            Section
7.02 Rights of Trustee. The Trustee may rely on any document believed by
it to be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document. 

                          (a)       
Before the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel. The Trustee shall not be liable for any
action it takes or omits to take in good faith in reliance on the Officers’
Certificate or an Opinion of Counsel. The Trustee may also consult with counsel
on any matter relating to the Indenture or the Securities and the Trustee shall
not be liable for any action it takes or omits to take in good faith in reliance
on the advice of counsel. 

                          (b)       
The Trustee may act through agents and shall not be responsible for the
misconduct or negligence of any agent appointed with due care. 

                          (c)       
The Trustee shall not be liable for any action it takes or omits to take in good
faith which it believes to be authorized or within its rights or powers. 

                          (d)       
Except in connection with compliance with TIA § 310 or § 311, the Trustee shall
only be charged with knowledge of Trust Officers. 

            Section
7.03 Individual Rights of Trustee; Disqualification. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or an Affiliate with the same rights it
would have if it were not Trustee. Any Agent may do the same with like rights.
However, the Trustee is subject to TIA § 310(b) and § 311. 

            Section
7.04 Trustee’s Disclaimer. The Trustee shall have no responsibility for
the validity or adequacy of this Indenture or the Securities, it shall not be
accountable for the Company’s use of the proceeds from the Securities and it
shall not be responsible for any statement in the Securities other than its
authentication. 

            Section
7.05 Notice of Defaults. If a continuing Default is known to the Trustee,
the Trustee shall mail to Securityholders a notice of the Default within 90 days
after it occurs. Except in the case of a Default in payment on any Security, the
Trustee may withhold the notice if and so long as a committee of its Trust
Officers in good faith determines that withholding the notice is in the
interests of Securityholders. [The Trustee shall mail to Securityholders any
notice it receives from Securityholder(s) under Section 6.06, and of any notice
the Trustee provides pursuant to Section 6.06(3)(1) .] Section 7.06 Reports
by Trustee to Holders. If required pursuant to TIA § 313(a), within 60 days
after the reporting date stated in Section 12.09, the Trustee shall mail to
Securityholders a brief report dated as of such reporting date that complies
with TIA § 313(a). The Trustee also shall comply with TIA § 313(b)(2). 

            A
copy of each report at the time of its mailing to Securityholders shall be filed
with the SEC and each stock exchange on which the Securities are listed. 

15 




            Section
7.07 Compensation and Indemnity. The Company shall pay to the Trustee
from time to time reasonable compensation for its services, including for any
Agent capacity in which it acts. The Trustee’s compensation shall not be limited
by any law on compensation of a trustee of an express trust. The Company shall
reimburse the Trustee upon request for all reasonable out-of-pocket expenses
incurred by it. Such expenses shall include the reasonable compensation and
out-of-pocket expenses of the Trustee’s agents and counsel. 

            The
Company shall indemnify the Trustee against any loss, liability or expense
incurred by it including in any Agent capacity in which it acts. The Trustee
shall notify the Company promptly of any claim for which it may seek indemnity.
The Company shall defend the claim and the Trustee shall cooperate in the
defense. The Trustee may have separate counsel and the Company shall pay the
reasonable fees and expenses of such counsel. The Company need not pay for any
settlement made without its consent, which consent shall not unreasonably be
withheld. 

            The
Company need not reimburse any expense or indemnify against any loss or
liability incurred by the Trustee through gross negligence, wilful misconduct or
bad faith. 

            To
secure the Company’s payment obligations in this Section, the Trustee shall have
a lien prior to the Securities on all money or property held or collected by the
Trustee, except that held in trust to pay Principal and interest on particular
Securities. 

            Without
prejudice to its rights hereunder, when the Trustee incurs expenses or renders
services after an Event of Default specified in Section 6.01(4) or (5) occurs,
the expenses and the compensation for the services are intended to constitute
expenses of administration under any Bankruptcy Law. 

            Section
7.08 Replacement of Trustee. A resignation or removal of the Trustee and
appointment of a successor Trustee shall become effective only upon the
successor Trustee’s acceptance of appointment as provided in this Section. 

            The
Trustee may resign by so notifying the Company. The Holders of a majority in
Principal amount of the Securities may remove the Trustee by so notifying the
Trustee and the Company. The Company may remove the Trustee if: 

                         
(1)        the Trustee fails to comply with
Section 7.10; 

                         
(2)        the Trustee is adjudged a bankrupt
or an insolvent; 

                         
(3)        a receiver or public officer takes
charge of the Trustee or its property; or 

                         
(4)        the Trustee becomes incapable of
acting. 

            If
the Trustee resigns or is removed or if a vacancy exists in the office of
Trustee for any reason, the Company shall promptly appoint a successor Trustee.


            If
a successor Trustee is not appointed and does not take office within 30 days
after the retiring Trustee resigns, the retiring Trustee may appoint a successor
Trustee at any time prior to the date on which a successor Trustee takes office. If a
successor Trustee does not take office within [45] days after the retiring
Trustee resigns or is removed, the retiring Trustee, the Company or, subject to
Section 6.09, any Securityholder may petition any court of competent
jurisdiction for the appointment of a successor Trustee. 

16 




            If
the Trustee fails to comply with Section 7.10, any Securityholder may petition
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee. Within one year after a successor Trustee
appointed by the Company or a court pursuant to this Section 7.08 takes office,
the Holders of a majority in Principal amount of the Securities may appoint a
successor Trustee to replace such successor Trustee. 

            A
successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Company. Thereupon the resignation or removal of the
retiring Trustee shall become effective, and the successor Trustee shall have
all the rights, powers and duties of the Trustee under this Indenture. The
successor Trustee shall mail a notice of its succession to Securityholders. The
retiring Trustee shall promptly transfer all property held by it as Trustee to
the successor Trustee, subject to the lien provided for in Section 7.07. 

            Section
7.09 Successor Trustee by Merger, etc. If the Trustee consolidates,
merges or converts into, or transfers all or substantially all of its corporate
trust business to, another corporation, the successor corporation without any
further act shall be the successor Trustee, if such successor corporation is
eligible and qualified under Section 7.10. 

            Section
7.10 Eligibility. This Indenture shall always have a Trustee who
satisfies the requirements of TIA § 310(a)(1) and § 310(a)(2). The Trustee shall
always have a combined capital and surplus as stated in Section 12.09. 

            Section
7.11 Preferential Collection of Claims Against Company. Upon and so long
as the Indenture is qualified under the TIA, the Trustee is subject to TIA §
311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee
who has resigned or been removed is subject to TIA § 311(a) to the extent
indicated. 

ARTICLE 8 

Satisfaction and Discharge 

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

                         
(1)        either 

                                       
(A)        all Securities theretofore
authenticated and delivered (other than (i) Securities which have been
destroyed, lost or stolen and which have been replaced or paid as provided in
Section 2.07 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
8.04) have been delivered to the Trustee for cancellation; or 

17 




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

                                                     
(i)         have become due and payable,
or 

                                                     
(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 in the case of (i), (ii), and (iii) above, has
deposited or caused to be deposited with the Trustee as trust funds in trust for
the purpose an amount of money or U.S. Government Obligations sufficient 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 has paid or caused to be paid all other sums payable hereunder by
the Company; 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, the obligations of the Company to the Holders under Section 4.01, to
the Trustee under Section 7.07, and, if money or U.S. Government Obligations
shall have been deposited with the Trustee pursuant to subclause (B) of Clause
(1) of this Section, the obligations of the Trustee under Section 8.02 shall
survive. 

            Section
8.02 Application of Trust Funds. The Trustee or Paying Agent shall hold
in trust, for the benefit of the Holders, all money and U.S. Government
Obligations deposited with it (or into which such money and U.S. Government
Obligations are reinvested) pursuant to Section 8.01. It shall apply such
deposited money and money from U.S. Government Obligations in accordance with
this Indenture to the payment of the Principal and interest on the Securities.
Money and U.S. Government Obligations so held in trust are subject to the
Trustee’s rights under Section 7.07. 

            Section
8.03 Reinstatement. If the Trustee or Paying Agent is unable to apply any
money or U.S. Obligations in accordance with Section 8.01 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 shall be revived and reinstated as though no
deposit had occurred pursuant to this Article 8, until such time as the Trustee
or Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with Section 8.01; provided, however,
that if the Company makes any payment of Principal of 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 money or U.S. Government Obligations held by the Trustee or
Paying Agent after payment in full to the Holders. 

18 




            Section
8.04 Repayment to Company. The Trustee and Paying Agent shall promptly
turn over to the Company upon request any excess money or U.S. Government
Obligations held by them at any time. All money or U.S. Government Obligations
deposited with the Trustee pursuant to Section 8.01 (and held by it or a Paying
Agent) for the payment of Securities subsequently converted shall be returned to
the Company upon request. 

            The
Trustee and the Paying Agent shall pay to the Company upon request any money
held by them for payment of Principal or interest that remains unclaimed for two
years after the right to such money has matured. After payment to the Company,
Securityholders entitled to the money shall look to the Company for payment as
unsecured general creditors unless an abandoned property law designates another
Person. 

ARTICLE 9 

Amendments 

            Section
9.01 Without Consent of Holders. The Company and the Trustee may amend
this Indenture or the Securities without the consent of any Securityholder: 

                         
(1)        to cure any ambiguity, defect or
inconsistency; 

                         
(2)       to comply with Sections 5.01; or

                         
(3)        to make any change that does not
adversely affect the rights of any Securityholder. 

            Section
9.02 With Consent of Holders. The Company and the Trustee may amend this
Indenture or the Securities with the written consent of the Holders of at least
a majority in Principal amount of the Securities. However, without the consent
of each Securityholder affected, an amendment under this Section may not: 

                         
(1)        reduce the amount of Securities
whose Holders must consent to an amendment; 

                         
(2)        reduce the interest on or change
the time for payment of interest on any Security; 

                         
(3)        reduce the Principal of or change
the fixed maturity of any Security; 

                         
(4)        reduce the premium payable upon
the redemption of any Security or change the time at which any Security may or
shall be redeemed; 

19 




                          (5)       
make any Security payable in money other than that stated in the Security; 

                          (6)       
make any change in Section 6.04, 6.07 or 9.02 (second sentence); 

                          (7)       
make any change that adversely affects the right to convert any Security; or


                          (8)       
make any change that adversely affects the preference or priority of the
Security. 

            It
shall not be necessary for the consent of the Holders under this Section to
approve the particular form of any proposed amendment, but it shall be
sufficient if such consent approves the substance thereof. 

            Section
9.03 Compliance with Trust Indenture Act and Section 12.03. Every
amendment to this Indenture or the Securities shall comply with the TIA as then
in effect, so long as the Indenture and Securities are subject to the TIA. The
Trustee is entitled to, and the Company shall provide an Opinion of Counsel and
Officers’ Certificate that the Trustee’s execution of any amendment or
supplemental indenture is permitted under this Article 9. 

            Section
9.04 Revocation and Effect of Consents and Waivers. A consent to an
amendment or a waiver by a Holder of a Security shall bind the Holder and every
subsequent Holder of that Security or portion of the Security that evidences the
same debt as the consenting Holder’s Security, even if notation of the consent
or waiver is not made on the Security. However, any such Holder or subsequent
Holder may revoke the consent or Waiver as to such Holder’s Security or portion
of the Security if the Trustee receives the notice of revocation before the date
the amendment or waiver becomes effective. After an amendment or waiver becomes
effective, it shall bind every Securityholder. 

            The
Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Securityholders entitled to give their consent or take any other
action described above or required or permitted to be taken pursuant to this
Indenture. If a record date is fixed, then notwithstanding the immediately
preceding paragraph, those Persons who were Securityholders at such record date
(or their duly designated proxies), and only those Persons, shall be entitled to
give such consent or to revoke any consent previously given or take any such
action, whether or not such Persons continue to be Holders after such record
date. No such consent shall be valid or effective for more than 120 days after
such record date. 

            Section
9.05 Notice of Amendment; Notation on or Exchange of Securities. After
any amendment under this Article becomes effective, the Company shall mail to
Securityholders a notice briefly describing such amendment. The failure to give
such notice to all Securityholders, or any defect therein, shall not impair or
affect the validity of an amendment under this Article. 

            The
Company or the Trustee may place an appropriate notation about an amendment or
waiver on any Security thereafter authenticated. The Company may issue in
exchange for affected Securities new Securities that reflect the amendment or
waiver. 

20 




            Section
9.06 Trustee Protected. The Trustee need not sign any supplemental
indenture that adversely affects its rights. 

ARTICLE 10 

Conversion 

            Section
10.01 To be Supplemented. If a Security is to be convertible into common
shares or other securities of the Company, then the Company and the Trustee may
enter into a supplemental indenture setting forth the conversion rights of the
Holder of a Security. 

ARTICLE 11 

Subordination 

            Section
11.01 To be Supplemented. If a Security is to be subordinated to other
debt securities of the Company, then the Company and the Trustee may enter into
a supplemental indenture setting forth the provisions governing such
subordination. 

ARTICLE 12 

Miscellaneous 

            Section
12.01 Notices. Any notice by one party to the other shall be in writing
and sent to the other’s address stated in Section 12.09. The notice is duly
given if it is delivered in Person or sent by a national courier service which
provides next Business Day delivery or by first-class mail. 

            A
party by notice to the other party may designate additional or different
addresses for subsequent notices. 

            Any
notice sent to a Securityholder shall be mailed by first-class letter mailed to
its address shown on the register kept by the Registrar. Failure to mail a
notice to a Securityholder or any defect in a notice mailed to a Securityholder
shall not affect the sufficiency of the notice mailed to other Securityholders.


            If
a notice is delivered or mailed in the manner provided above within the time
prescribed, it is duty given, whether or not the addressee receives it. 

            If
the Company mails a notice to Securityholders, it shall deliver or mail a copy
to the Trustee and each Agent at the same time. 

           
A “notice” includes any communication required by this Indenture. 

            Section
12.02 Communication by Holders with Other Holders. Securityholders may
communicate pursuant to TIA § 312(b) with other Securityholders with respect to
their rights under this Indenture or the Securities. The Company, the Trustee,
and Registrar and anyone else shall have the protection of TIA § 312(c). 

21 




            Section
12.03 Certificate and Opinion as to Conditions Precedent. Upon any
request or application by the Company to the Trustee to take any action under
this Indenture, the Company shall furnish to the Trustee: 

                         
(1)        an Officers’ Certificate stating
that, in the opinion of the signers, all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with;
and

                         
(2)        an Opinion of Counsel stating
that, in the opinion of such counsel, all such conditions precedent have been
complied with. 

            Section
12.04 Statements Required in Certificate or Opinion. Each certificate or
opinion with respect to compliance with a condition or covenant provided for in
this Indenture shall include: 

                         
(1)        a statement that each Person
making such certificate or opinion has read such covenant or condition; 

                         
(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 such Person, he has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not such covenant or
condition has been complied with; and 

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

            Section
12.05 Rules by Trustee and Agents. The Trustee may make reasonable hales
for action by or a meeting of Securityholders. The Agent may make reasonable
rules and set reasonable requirements for its functions. 

            Section
12.06 Legal Holidays. A “Legal Holiday” is a Saturday, a Sunday or a day
on which banking institutions are not required to be open. If a payment date is
a Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue
for the intervening period. 

            Section
12.07 No Recourse Against Others. A director, officer, employee or
stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Securities or the indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. 

            Section
12.08 Duplicate Originals. The parties may sign any number of copies, and
may execute such in counterparts, of this Indenture. One signed copy is enough
to prove this Indenture. 

22 




            Section
12.09 Variable Provisions. “Officer” means the President, any
Vice-President, the Treasurer, the Secretary, any Assistant Treasurer or any
Assistant Secretary of the Company. 

            The
Company initially appoints the Trustee as Registrar, Paying Agent and Conversion
Agent. 

            The
first certificate pursuant to Section 4.03 shall be for the fiscal year ending
on ____________, 20__. 

            The
reporting date for Section 7.06 is ____________of each year. The first reporting
date is __________________. 

            The
Trustee shall always have a combined capital and surplus of at least S as set
forth in its most recent published annual report of condition. The Trustee will
be deemed to be in compliance with the capital and surplus requirement set forth
in the preceding sentence if its obligations are guaranteed by a Person which
could otherwise act as Trustee, hereunder and which meets such capital and
surplus requirement and the Trustee has at least the minimum capital and surplus
required by TIA § 310(a)(2). 

           
In determining whether the Trustee has a conflicting interest as defined in TIA
§ 310(b)(I), the following is excluded: Indenture dated as of [______], between
the Company and [_____________], Trustee for the ___% Debentures Due ___. 

The Company’s address is: 

2838 Bovaird Drive West 
Brampton,
Ontario L7A 0H2 
Canada 
Facsimile No.: [_____________] 
Attention:
[_________________] 


The Trustee’s address is: 

[Trustee’s Name] 
[Address]

Facsimile No.: [_____________] 
Attention: [_________________] 


23 




            Section
12.10 Governing Law. The laws of the [State of ________________] shall
govern this Indenture and the Securities. 

	Dated: 	SUNOPTA INC. 



 

	 	By:  
      _________________________________________________
	 	           
             Name: 
	 	           
             Title: 


 

Attest: 

________________________ 
Name: 
Title: 

 

	Dated: 	[_______________________________]




 

	 	By: 
      _________________________________________________
	 	           
             Name: 
	 	           
             Title: 


Attest: 

________________________ 
Name: 
Title: 


24 




EXHIBIT A 

(Face of Security) 

	No. 	$ ________ 


SUNOPTA INC. 

___% Debenture Due ________
Interest Payment Dates:
_____________________
Record Dates: _____________________

SunOpta Inc. promises to pay to _________________, or
registered assigns, the sum of ________________________________Dollars on
_____________. 

 

See the reverse and the Indenture referenced for additional
provisions of this Security. 

	Dated: 	  
	Authenticated: 	  
	  	SUNOPTA INC. 
	[______________________] as Trustee 	  
	By: _________________________________________________	By:
      _________________________________________________ 
	Authorized Officer 	  
	  	  
	  	By:
      _________________________________________________ 
	  	           
                         
                         
                         
         [SEAL] 


A-1 




(Back of Security) 

SUNOPTA INC. 

_____ % Debenture Due ________

	1. 	
      Interest. SunOpta Inc. (“Company”), a
      corporation organized and existing under the laws of Canada, promises to
      pay interest on the principal amount of this Security at the rate per
      annum shown above. The Company will pay interest semiannually on
      ______________and ____________of each year. Interest on Securities will
      accrue from the most recent date to which interest has been paid or, if no
      interest has been paid, from _____________. Interest will be computed on
      the basis of a 360-day year of twelve 30-day months.

	 	 
	2. 	
      Method of Payment. The Company will pay interest
      on the Securities to the Persons who are registered holders of Securities
      at the close of business on the record date for the next interest payment
      date, except as otherwise provided herein or in the Indenture. Holders
      must surrender Securities to a Paying Agent to collect principal payments.
      The Company will pay Principal and interest in money of the United States
      that at the time of payment is legal tender for payment of public and
      private debts. However, the Company may pay Principal and interest by
      check payable in such money. It may mail an interest check to a record
      date holder’s registered address.

	 	 
	3. 	
      Bond Agents. Initially, [
_____________
]
      (“Trustee”), [address], will act as Registrar, Paying Agent and
      Conversion Agent. The Company may change any such Agent without notice.
      The Company or an Affiliate may act in any such capacity. Subject to
      certain conditions, the Company may change the Trustee.

	 	 
	4. 	
      Indenture. The Company issued the Securities under
      an Indenture dated as of [
__________
] (“Indenture”) between
      the Company and the Trustee. The terms of the Securities include those
      stated in the Indenture and those made part of the Indenture by the Trust
      Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) (“the Act”).
      The Securities are subject to all such terms, and Securityholders are
      referred to the Indenture and the Act for a statement of such terms. The
      Securities are unsecured general obligations of the Company limited to $
      
_______
in aggregate principal amount.

	 	 
	5. 	
      Redemption. [The Securities may not be redeemed at
      the option of the Company prior to (date).] The Company may redeem all the
      Securities at any time or some of them from time to time [after (date)] at
      the following redemption prices (expressed in percentages of principal
      amount), plus accrued interest to the redemption date:

	 	 
		
      If redeemed during the 12-month period
  beginning



Year                                     
Percentage                                     
Year                                     
Percentage 

	6. 	
      Mandatory Redemption. The Company will redeem $
      ________principal amount of Securities on _____________and on each
      _______________thereafter through _______________ at a redemption price of 100% of
  principal amount, plus accrued interest to the redemption date.



A-2 





		
      The Company may reduce the principal amount of Securities
      to be redeemed pursuant to this paragraph by subtracting 100% of the
      principal amount (excluding premium) of any Securities that have been
      previously cancelled, that the Company has delivered to the Trustee for
      cancellation or that the Company has redeemed other than pursuant to this
      paragraph. The Company may so subtract the same Security only
  once.

	 	
       

	7. 	
      Additional Optional Redemption. In addition to
      redemptions pursuant to paragraph 6, the Company may redeem not more than
      $_______ principal amount of Securities on ______________ and on each
      ______________thereafter through ______________ at a redemption price
      of 100% of principal amount, plus accrued interest to the redemption
      date.

	 	
       

	8. 	
      Notice of Redemption. Notice of redemption will be
      mailed at least 30 days but not more than 60 days before the redemption
      date to each holder of Securities to be redeemed at his registered
      address.

	 	
       

	9. 	
      Denominations, Transfer, Exchange. The Securities
      are in registered form without coupons in denominations of $1,000 and
      whole multiples of $1,000. The transfer of Securities may be registered
      and Securities may be exchanged as provided in the indenture. The
      Registrar may require a holder, among other things, to furnish appropriate
      endorsements and transfer documents and to pay any taxes required by law.
      The Registrar need not exchange or register the transfer of any Security
      or portion of a Security selected for redemption. Also, it need not
      exchange or register the transfer of any Securities for a period of 15
      days before a selection of Securities to be redeemed.

	 	
       

	10. 	
      Persons Deemed Owner. Subject to Section 6.11, the
      registered holder of a Security may be treated as its owner for all
      purposes.

	 	
       

	11. 	
      Amendments and Waivers. Subject to certain
      exceptions, the Indenture or the Securities may be amended, and any
      Default may be waived, with the consent of the holders of a majority in
      Principal amount of the Securities. Without the consent of any
      Securityholder, the Indenture or the Securities may be amended to cure any
      ambiguity, defect or inconsistency, to provide for assumption of Company
      obligations to Securityholders or to make any, change that does not
      adversely affect the rights of any Securityholder.

	 	
       

	12. 	
      Successor. When successors assume all the
      obligations of the Company under the Securities and the Indenture, the
      Company will be released from those obligations, except as provided in the
      Indenture.

	 	
       

	13. 	
      Defeasance Prior to Redemption or Maturity.
      Subject to certain conditions, the Company at any time may terminate some
      or all of its obligations under the Securities and the Indenture if the
      Company deposits with the Trustee money or U.S. Government Obligations for
      the payment of Principal and interest on the Securities to redemption or
      maturity.



A-3 





	14. 	
      Defaults and Remedies. Subject to the Indenture,
      if an Event of Default, as defined in the Indenture, occurs and is
      continuing, the Trustee or the holders of at least 25% in Principal amount
      of the Securities may declare all the Securities to be due and payable
      immediately. Securityholders may not enforce the Indenture or the
      Securities except as provided in the Indenture. The Trustee may require
      indemnity satisfactory to it before it enforces the indenture or the
      Securities. Subject to certain limitations, holders of a majority in
      Principal amount of the Securities may direct the Trustee in its exercise
      of any trust or power. The Trustee may withhold from Securityholders
      notice of any continuing Default (except a Default in payment of Principal
      or interest) if it determines that withholding notice is in their
      interests. The Company must furnish an annual compliance certificate to
      the Trustee.

	 	 
	15. 	
      Trustee Dealings with Company.
      [_________________], the Trustee under the Indenture, in its individual or
      any other capacity, may make loans to, accept deposits from, and perform
      services for the Company or its Affiliates, and may otherwise deal with
      the Company or its Affiliates, as if it were not Trustee, subject to the
      indenture and the Act.

	 	 
	16. 	
      No Recourse Against Other. A director, officer,
      employee or stockholder, as such, of the Company shall not have any
      liability for any obligations of the Company under the Securities or the
      Indenture or for any claim based on, in respect of or by reason of such
      obligations or their creation. Each Securityholder by accepting a Security
      waives and releases all such liability. The waiver and release are part of
      the consideration for the issue of the Securities.

	 	 
	17. 	
      Authentication. This Security shall not be valid
      until authenticated by a manual signature of the Trustee.

	 	 
	18. 	
      Abbreviations. Customary abbreviations may be used
      in the name of a Securityholder or an assignee, such as: TEN COM (=
      tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint
      tenants with right of survivorship and not as tenants in common), CUST (=
      Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).



     
      The Company will furnish to any
Securityholder upon written request and without charge a copy of the Indenture.
Requests may be made to: SunOpta Inc., 2838 Bovaird Drive West, Brampton,
Ontario, L7A 0H2, Canada. 

A-4