EXHIBIT 4.5


 


FORM OF INDENTURE TO BE
ENTERED INTO BETWEEN 

STR HOLDINGS, INC. AND U.S. BANK NATIONAL ASSOCIATION




 





 


STR HOLDINGS, INC.


 






 


INDENTURE


 


Dated as of


 






 


U.S.
BANK NATIONAL ASSOCIATION


 


as Trustee




 





 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I.

  	
  DEFINITIONS AND INCORPORATION BY REFERENCE

  	
  1

  
	
  Section 1.1.

  	
  Definitions

  	
  1

  
	
  Section 1.2.

  	
  Other
  Definitions

  	
  5

  
	
  Section 1.3.

  	
  Incorporation
  by Reference of Trust Indenture Act

  	
  5

  
	
  Section 1.4.

  	
  Rules of
  Construction

  	
  6

  
	
  ARTICLE II.

  	
  THE SECURITIES

  	
  6

  
	
  Section 2.1.

  	
  Issuable
  in Series

  	
  6

  
	
  Section 2.2.

  	
  Establishment
  of Terms of Series of Securities

  	
  7

  
	
  Section 2.3.

  	
  Execution
  and Authentication

  	
  9

  
	
  Section 2.4.

  	
  Registrar
  and Paying Agent

  	
  10

  
	
  Section 2.5.

  	
  Paying
  Agent to Hold Money in Trust

  	
  11

  
	
  Section 2.6.

  	
  Securityholder
  Lists

  	
  11

  
	
  Section 2.7.

  	
  Transfer
  and Exchange

  	
  12

  
	
  Section 2.8.

  	
  Mutilated,
  Destroyed, Lost and Stolen Securities

  	
  12

  
	
  Section 2.9.

  	
  Outstanding
  Securities

  	
  13

  
	
  Section 2.10.

  	
  Treasury
  Securities

  	
  13

  
	
  Section 2.11.

  	
  Temporary
  Securities

  	
  14

  
	
  Section 2.12.

  	
  Cancellation

  	
  14

  
	
  Section 2.13.

  	
  Defaulted
  Interest

  	
  14

  
	
  Section 2.14.

  	
  Global
  Securities

  	
  14

  
	
  Section 2.15.

  	
  CUSIP
  Numbers

  	
  16

  
	
  ARTICLE III.

  	
  REDEMPTION

  	
  16

  
	
  Section 3.1.

  	
  Notice
  to Trustee

  	
  16

  
	
  Section 3.2.

  	
  Selection
  of Securities to be Redeemed

  	
  16

  
	
  Section 3.3.

  	
  Notice
  of Redemption

  	
  16

  
	
  Section 3.4.

  	
  Effect
  of Notice of Redemption

  	
  17

  
	
  Section 3.5.

  	
  Deposit
  of Redemption Price

  	
  17

  
	
  Section 3.6.

  	
  Securities
  Redeemed in Part

  	
  17

  
	
  ARTICLE IV.

  	
  COVENANTS

  	
  17

  
	
  Section 4.1.

  	
  Payment
  of Principal and Interest

  	
  17

  
				



 


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(continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 4.2.

  	
  SEC
  Reports

  	
  18

  
	
  Section 4.3.

  	
  Compliance
  Certificate

  	
  18

  
	
  Section 4.4.

  	
  Stay,
  Extension and Usury Laws

  	
  18

  
	
  Section 4.5.

  	
  Corporate
  Existence

  	
  18

  
	
  Section 4.6.

  	
  Taxes

  	
  19

  
	
  ARTICLE V.

  	
  SUCCESSORS

  	
  19

  
	
  Section 5.1.

  	
  When
  Company May Merge, Etc.

  	
  19

  
	
  Section 5.2.

  	
  Successor
  Corporation Substituted

  	
  19

  
	
  ARTICLE VI.

  	
  DEFAULTS AND REMEDIES

  	
  20

  
	
  Section 6.1.

  	
  Events
  of Default

  	
  20

  
	
  Section 6.2.

  	
  Acceleration
  of Maturity; Rescission and Annulment

  	
  21

  
	
  Section 6.3.

  	
  Collection
  of Indebtedness and Suits for Enforcement by Trustee

  	
  22

  
	
  Section 6.4.

  	
  Trustee
  May File Proofs of Claim

  	
  23

  
	
  Section 6.5.

  	
  Trustee
  May Enforce Claims Without Possession of Securities

  	
  24

  
	
  Section 6.6.

  	
  Application
  of Money Collected

  	
  24

  
	
  Section 6.7.

  	
  Limitation on Suits

  	
  24

  
	
  Section 6.8.

  	
  Unconditional
  Right of Holders to Receive Principal and Interest

  	
  25

  
	
  Section 6.9.

  	
  Restoration
  of Rights and Remedies

  	
  25

  
	
  Section 6.10.

  	
  Rights
  and Remedies Cumulative

  	
  25

  
	
  Section 6.11.

  	
  Delay
  or Omission Not Waiver

  	
  26

  
	
  Section 6.12.

  	
  Control
  by Holders

  	
  26

  
	
  Section 6.13.

  	
  Waiver
  of Past Defaults

  	
  26

  
	
  Section 6.14.

  	
  Undertaking
  for Costs

  	
  27

  
	
  ARTICLE VII.

  	
  TRUSTEE

  	
  27

  
	
  Section 7.1.

  	
  Duties
  of Trustee

  	
  27

  
	
  Section 7.2.

  	
  Rights
  of Trustee

  	
  28

  
	
  Section 7.3.

  	
  Individual
  Rights of Trustee

  	
  29

  
	
  Section 7.4.

  	
  Trustee’s
  Disclaimer

  	
  29

  
				



 


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(continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 7.5.

  	
  Notice
  of Defaults

  	
  29

  
	
  Section 7.6.

  	
  Reports
  by Trustee to Holders

  	
  30

  
	
  Section 7.7.

  	
  Compensation
  and Indemnity

  	
  30

  
	
  Section 7.8.

  	
  Replacement
  of Trustee

  	
  31

  
	
  Section 7.9.

  	
  Successor
  Trustee by Merger, Etc.

  	
  32

  
	
  Section 7.10.

  	
  Eligibility;
  Disqualification

  	
  32

  
	
  Section 7.11.

  	
  Preferential
  Collection of Claims Against Company

  	
  32

  
	
  ARTICLE VIII.

  	
  SATISFACTION AND DISCHARGE; DEFEASANCE

  	
  32

  
	
  Section 8.1.

  	
  Satisfaction
  and Discharge of Indenture

  	
  32

  
	
  Section 8.2.

  	
  Application
  of Trust Funds; Indemnification

  	
  33

  
	
  Section 8.3.

  	
  Legal
  Defeasance of Securities of any Series

  	
  34

  
	
  Section 8.4.

  	
  Covenant
  Defeasance

  	
  35

  
	
  Section 8.5.

  	
  Repayment
  to Company

  	
  37

  
	
  Section 8.6.

  	
  Reinstatement

  	
  37

  
	
  ARTICLE IX.

  	
  AMENDMENTS AND WAIVERS

  	
  37

  
	
  Section 9.1.

  	
  Without
  Consent of Holders

  	
  37

  
	
  Section 9.2.

  	
  With
  Consent of Holders

  	
  38

  
	
  Section 9.3.

  	
  Limitations

  	
  38

  
	
  Section 9.4.

  	
  Compliance
  with Trust Indenture Act

  	
  39

  
	
  Section 9.5.

  	
  Revocation
  and Effect of Consents

  	
  39

  
	
  Section 9.6.

  	
  Notation
  on or Exchange of Securities

  	
  40

  
	
  Section 9.7.

  	
  Trustee
  Protected

  	
  40

  
	
  ARTICLE X.

  	
  MISCELLANEOUS

  	
  40

  
	
  Section 10.1.

  	
  Trust
  Indenture Act Controls

  	
  40

  
	
  Section 10.2.

  	
  Notices

  	
  40

  
	
  Section 10.3.

  	
  Communication
  by Holders with Other Holders

  	
  41

  
	
  Section 10.4.

  	
  Certificate
  and Opinion as to Conditions Precedent

  	
  41

  
	
  Section 10.5.

  	
  Statements
  Required in Certificate or Opinion

  	
  41

  
	
  Section 10.6.

  	
  Rules by
  Trustee and Agents

  	
  42

  
	
  Section 10.7.

  	
  Legal
  Holidays

  	
  42

  
				



 


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  Page

  
	
   

  	
   

  	
   

  
	
  Section 10.8.

  	
  No
  Recourse Against Others

  	
  42

  
	
  Section 10.9.

  	
  Counterparts

  	
  42

  
	
  Section 10.10.

  	
  Governing
  Laws

  	
  42

  
	
  Section 10.11.

  	
  No
  Adverse Interpretation of Other Agreements

  	
  42

  
	
  Section 10.12.

  	
  Successors

  	
  43

  
	
  Section 10.13.

  	
  Severability

  	
  43

  
	
  Section 10.14.

  	
  Table
  of Contents, Headings, Etc.

  	
  43

  
	
  Section 10.15.

  	
  Securities
  in a Foreign Currency or in ECU

  	
  43

  
	
  Section 10.16.

  	
  Judgment
  Currency

  	
  44

  
	
  ARTICLE XI.

  	
  SINKING FUNDS

  	
  45

  
	
  Section 11.1.

  	
  Applicability
  of Article

  	
  45

  
	
  Section 11.2.

  	
  Satisfaction
  of Sinking Fund Payments with Securities

  	
  45

  
	
  Section 11.3.

  	
  Redemption
  of Securities for Sinking Fund

  	
  46

  
				



 


iv
















 


STR HOLDINGS, INC.


 


Reconciliation and tie
between Trust Indenture Act of 1939, as amended, and 

Indenture, dated as of                    
, 20


 


	
  Section 310(a)(1)

  	
   

  	
  7.10

  
	
  (a)(2)

  	
   

  	
  7.10

  
	
  (a)(3)

  	
   

  	
  Not
  Applicable

  
	
  (a)(4)

  	
   

  	
  Not
  Applicable

  
	
  (a)(5)

  	
   

  	
  7.10

  
	
  (b)

  	
   

  	
  7.10

  
	
  Section 311(a)

  	
   

  	
  7.11

  
	
  (b)

  	
   

  	
  7.11

  
	
  (c)

  	
   

  	
  Not
  Applicable

  
	
  Section 312(a)

  	
   

  	
  2.6

  
	
  (b)

  	
   

  	
  10.3

  
	
  (c)

  	
   

  	
  10.3

  
	
  Section 313(a)

  	
   

  	
  7.6

  
	
  (b)(1)

  	
   

  	
  7.6

  
	
  (b)(2)

  	
   

  	
  7.6

  
	
  (c)(1)

  	
   

  	
  7.6

  
	
  (d)

  	
   

  	
  7.6

  
	
  Section 314(a)(1)

  	
   

  	
  4.2

  
	
  (a)(2)

  	
   

  	
  4.2

  
	
  (a)(3)

  	
   

  	
  4.2

  
	
  (a)(4)

  	
   

  	
  4.2,
  10.5

  
	
  (b)

  	
   

  	
  Not
  Applicable

  
	
  (c)

  	
   

  	
  Not
  Applicable

  
	
  (d)

  	
   

  	
  Not
  Applicable

  
	
  (e)

  	
   

  	
  10.5

  
	
  (f)

  	
   

  	
  Not
  Applicable

  



 






Note:  This reconciliation and tie shall not, for
any purpose, be deemed to be part of the Indenture.


 

















 


Indenture
dated as of                         ,
20          between STR Holdings, Inc., a Delaware
corporation (“Company”), and U.S. Bank National Association (“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 Securities issued under this
Indenture.


 


ARTICLE I.

DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 1.1.                                             Definitions.


 


“Additional
Amounts” means any additional amounts which are required hereby or by any
Security, under circumstances specified herein or therein, to be paid by the
Company in respect of certain taxes imposed on Holders specified therein and
which are owing to such Holders.


 


“Affiliate”
of any specified person means any other person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such specified person.  For the purposes
of this definition, “control” (including, with correlative meanings, the terms “controlled
by” and “under common control with”), as used with respect to any person, shall
mean the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of such person, whether through the
ownership of voting securities or by agreement or otherwise.


 


“Agent”
means any Registrar, Paying Agent, Service Agent or authenticating agent.


 


“Board
of Directors” means the Board of Directors of the Company or any duly
authorized committee thereof.


 


“Board
Resolution” means a copy of a resolution certified by the Secretary or an
Assistant Secretary of the Company to have been duly adopted by the Board of
Directors or pursuant to authorization of the Board of Directors and to be in
full force and effect on the date of the certification and delivered to the
Trustee.


 


“Business
Day” means with respect to any Place of Payment (or unless otherwise
provided by Board Resolution, Officers’ Certificate or supplemental indenture
hereto for a particular Series), any day except a Saturday, Sunday or any day
banking institutions or trust companies in the Place of Payment or the place in
which Corporate Trust Office is located are authorized or required by law,
regulation or executive order to close.


 


“Company”
means the party named as such above until a successor replaces it pursuant to
the applicable provisions hereof and thereafter means the successor.


 

















 


“Company
Order” means a written order signed in the name of the Company by two
Officers, one of whom must be the Company’s chief executive officer, chief
financial officer, principal accounting officer or any Vice President.


 


“Company
Request” means a written request signed in the name of the Company by its
Chairman of the Board, a President or a Vice President, and by its Treasurer,
an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered
to the Trustee.


 


“Corporate
Trust Office” means the office of the Trustee at which at any particular
time its corporate trust business shall be principally administered.


 


“debt”
of any person as of any date means, without duplication, all indebtedness of
such person in respect of borrowed money, including all interest, fees and
expenses owed in respect thereto (whether or not the recourse of the lender is
to the whole of the assets of such person or only to a portion thereof), or
evidenced by bonds, notes, debentures or similar instruments.


 


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


 


“Depositary”
means, with respect to the Securities of any Series issuable or issued in
whole or in part in the form of one or more Global Securities, the person
designated as Depositary for such Series by the Company, which Depositary
shall be a clearing agency registered under the Exchange Act; and if at any
time there is more than one such person, “Depositary” as used with respect to
the Securities of any Series shall mean the Depositary with respect to the
Securities of such Series.


 


“Discount
Security” means any Security that provides for an amount less than the
stated principal amount thereof to be due and payable upon declaration of
acceleration of the maturity thereof pursuant to Section 6.2.


 


“Dollars”
means the currency of The United States of America.


 


“ECU”
means the European Currency Unit as determined by the Commission of the
European Union.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Foreign
Currency” means any currency or currency unit issued by a government other
than the government of The United States of America.


 


“Foreign
Government Obligations” means with respect to Securities of any Series that
are denominated in a Foreign Currency, (i) direct obligations of the
government that issued or caused to be issued such currency for the payment of
which obligations its full faith and credit is pledged or (ii) obligations
of a person controlled or supervised by or acting as an agency or
instrumentality of such government the timely payment of which is
unconditionally guaranteed as a full faith and credit obligation by 


 


2

















 


such
government, which, in either case under clauses (i) or (ii), are not
callable or redeemable at the option of the issuer thereof.


 


“Global
Security” or “Global Securities” means a Security or Securities, as
the case may be, in the form established pursuant to Section 2.2
evidencing all or part of a Series of Securities, issued to the Depositary
for such Series or its nominee, and registered in the name of such
Depositary or nominee.


 


“Holder”
or “Securityholder” means a person in whose name a Security is
registered.


 


“Indenture”
means this Indenture as amended from time to time in accordance with its terms
and shall include the form and terms of particular Series of Securities
established as contemplated hereunder.


 


“interest”
with respect to any Discount Security which by its terms bears interest only
after Maturity, means interest payable after Maturity.


 


“Maturity,”
when used with respect to any Security or installment of principal thereof,
means the date on which the principal of such Security or such installment of
principal becomes due and payable as therein or herein provided, whether at the
Stated Maturity or by declaration of acceleration, call for redemption, notice
of option to elect repayment or otherwise.


 


“Officer”
means the Chairman of the Board, any President, any Vice-President, the
Treasurer, the Secretary, any Assistant Treasurer or any Assistant Secretary of
the Company.


 


“Officers’
Certificate” means a certificate signed by two Officers, one of whom must
be the Company’s principal executive officer, principal financial officer or
principal accounting officer.


 


“Opinion
of Counsel” means a written opinion of legal counsel may be an employee of
or counsel to the Company and is acceptable to the Trustee.


 


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


 


“Place
of Payment” when used with respect to the Securities of any series, means
the place or places where the principal of and any premium or interest on the
Securities of that series are payable specified as required by Section 2.2.6.


 


“principal”
of a Security means the principal of the Security plus, when appropriate, the
premium, if any, on, and any Additional Amounts in respect of, the Security.


 


3

















 


“Responsible
Officer” means any officer of the Trustee in its Corporate Trust Office and
also means, with respect to a particular corporate trust matter, any other
officer to whom any corporate trust matter is referred because of such person’s
knowledge of and familiarity with a particular subject.


 


“SEC”
means the Securities and Exchange Commission.


 


“Securities”
means the debentures, notes or other debt instruments of the Company of any Series authenticated
and delivered under this Indenture.


 


“Series”
or “Series of Securities” means each series of debentures, notes or
other debt instruments of the Company created pursuant to Sections 2.1 and 2.2
hereof.


 


“Significant
Subsidiary” means any direct or indirect Subsidiary of the Company that
would be a “significant subsidiary” as defined in Article 1, Rule 1-02
of Regulation S-X, promulgated pursuant to the Securities Act of 1933, as
amended, as such regulation is in effect on the date hereof.


 


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


 


“Subsidiary”
of any specified person means any corporation of which at least a majority of
the outstanding stock having by the terms thereof ordinary voting power for the
election of directors of such corporation (irrespective of whether or not at
the time stock of any other class or classes of such corporation shall have or
might have voting power by reason of the happening of any contingency) is at
the time directly or indirectly owned by such person, or by one or more other
Subsidiaries, or by such person and one or more other Subsidiaries.


 


“TIA”
means the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) as
in effect on the date of this Indenture; provided, however, that
in the event the Trust Indenture Act of 1939 is amended after such date, “TIA”
means, to the extent required by any such amendment, the Trust Indenture Act as
so 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 or
include each person who is then a Trustee hereunder, and if at any time there
is more than one such person, “Trustee” as used with respect to the Securities
of any Series shall mean the Trustee with respect to Securities of that
Series.


 


“U.S.
Government Obligations” means securities which are (i) direct
obligations of The United States of America 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 States
of America the payment of which is unconditionally guaranteed as a full faith
and credit obligation by The United States of 


 


4

















 


America,
and which in the case of (i) and (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 evidenced by such
depository receipt.


 


Section 1.2.                                             Other
Definitions.


 


	
  Term

  	
   

  	
  Defined In Section

  
	
  “Bankruptcy
  Law”

  	
   

  	
  6.1

  
	
  “Custodian”

  	
   

  	
  6.1

  
	
  “Event
  of Default”

  	
   

  	
  6.1

  
	
  “Journal”

  	
   

  	
  10.15

  
	
  “Judgment
  Currency”

  	
   

  	
  10.16

  
	
  “Legal
  Holiday”

  	
   

  	
  10.7

  
	
  “mandatory
  sinking fund payment”

  	
   

  	
  11.1

  
	
  “Market
  Exchange Rate”

  	
   

  	
  10.15

  
	
  “New
  York Banking Day”

  	
   

  	
  10.16

  
	
  “optional
  sinking fund payment”

  	
   

  	
  11.1

  
	
  “Paying
  Agent”

  	
   

  	
  2.4

  
	
  “Registrar”

  	
   

  	
  2.4

  
	
  “Required
  Currency”

  	
   

  	
  10.16

  
	
  “Service
  Agent”

  	
   

  	
  2.4

  
	
  “successor
  person”

  	
   

  	
  5.1

  



 


Section 1.3.                                             Incorporation
by Reference of Trust Indenture Act.


 


Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture.  The following TIA terms used in this
Indenture have the following meanings:


 


“Commission”
means the SEC.


 


“indenture
securities” means the Securities.


 


“indenture
security holder” means a Securityholder.


 


“indenture
to be qualified” means this Indenture.


 


“indenture
trustee” or “institutional trustee” means the Trustee.


 


“obligor”
on the indenture securities means the Company and any successor obligor upon
the Securities.


 


5

















 


All
other terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by SEC rule under the TIA and not
otherwise defined herein are used herein as so defined.


 


Section 1.4.                                             Rules of
Construction.


 


Unless
the context otherwise requires:


 


(a)                                  a term has the
meaning assigned to it;


 


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


 


(c)                                  references to “generally
accepted accounting principles” shall mean generally accepted accounting
principles in effect as of the time when and for the period as to which such
accounting principles are to be applied;


 


(d)                                 “or” is not
exclusive;


 


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


 


(f)                                    provisions
apply to successive events and transactions;


 


(g)                                 “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;


 


(h)                                 “including:
means including without limitation; and


 


(i)                                     references
herein to Articles, Sections or other subdivisions are references to Articles,
Sections or such other subdivisions of this Indenture.


 


ARTICLE II.

THE SECURITIES


 


Section 2.1.                                             Issuable in
Series.


 


The
aggregate principal amount of Securities that may be authenticated and
delivered under this Indenture is unlimited. 
The Securities may be issued in one or more Series.  All Securities of a Series shall be
identical except as may be set forth in a Board Resolution, a supplemental
indenture or an Officers’ Certificate detailing the adoption of the terms
thereof pursuant to the authority granted under a Board Resolution.  In the case of Securities of a Series to
be issued from time to time, the Board Resolution, Officers’ Certificate or
supplemental indenture may provide for the method by which specified terms
(such as interest rate, maturity date, record date or date from which interest
shall accrue) are to be determined. 
Securities may differ between Series in 


 


6

















 


respect
of any matters, provided that all Series of Securities shall be equally
and ratably entitled to the benefits of the Indenture.


 


Section 2.2.                                             Establishment
of Terms of Series of Securities.


 


At
or prior to the issuance of any Securities within a Series, the following shall
be established (as to the Series generally, in the case of Subsection
2.2.1 and either as to such Securities within the Series or as to the Series generally
in the case of Subsections 2.2.2 through 2.2.22) by a Board Resolution, a
supplemental indenture or an Officers’ Certificate pursuant to authority
granted under a Board Resolution:


 


2.2.1                                           the title of
the Series (which shall distinguish the Securities of that particular Series from
the Securities of any other Series);


 


2.2.2                                           the price or
prices (expressed as a percentage of the principal amount thereof) at which the
Securities of the Series will be issued;


 


2.2.3                                           any limit upon
the aggregate principal amount of the Securities of the Series which may
be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the Series pursuant to Section 2.7,
2.8, 2.11, 3.6 or 9.6);


 


2.2.4                                           the date or
dates on which the principal of the Securities of the Series is payable;


 


2.2.5                                           the rate or
rates (which may be fixed or variable) per annum or, if applicable, the method
used to determine such rate or rates (including, but not limited to, any
commodity, commodity index, stock exchange index or financial index) at which
the Securities of the Series shall bear interest, if any, the date or
dates from which such interest, if any, shall accrue, the date or dates on
which such interest, if any, shall commence and be payable and any regular
record date for the interest payable on any interest payment date;


 


2.2.6                                           the place or
places where the principal of and interest, if any, on the Securities of the Series shall
be payable, or the method of such payment, if by wire transfer, mail or other
means;


 


2.2.7                                           if applicable,
the period or periods within which, the price or prices at which and the terms
and conditions upon which the Securities of the Series may be redeemed, in
whole or in part, at the option of the Company;


 


2.2.8                                           the obligation,
if any, of the Company to redeem or purchase the Securities of the Series pursuant
to any sinking fund or analogous provisions or at the option of a Holder
thereof and the period or periods within which, the price or prices at which
and the terms and conditions upon which Securities of the Series shall be
redeemed or purchased, in whole or in part, pursuant to such obligation;


 


7

















 


2.2.9                                           the dates, if
any, on which and the price or prices at which the Securities of the Series will
be repurchased by the Company at the option of the Holders thereof and other
detailed terms and provisions of such repurchase obligations;


 


2.2.10                                     if other than
denominations of $1,000 and any integral multiple thereof, the denominations in
which the Securities of the Series shall be issuable;


 


2.2.11                                     the forms of
the Securities of the Series in fully registered form (and, if in fully
registered form, whether the Securities will be issuable as Global Securities);


 


2.2.12                                     if other than
the principal amount thereof, the portion of the principal amount of the
Securities of the Series that shall be payable upon declaration of
acceleration of the maturity thereof pursuant to Section 6.2;


 


2.2.13                                     the currency of
denomination of the Securities of the Series, which may be Dollars or any
Foreign Currency, including, but not limited to, the ECU, and if such currency
of denomination is a composite currency other than the ECU, the agency or
organization, if any, responsible for overseeing such composite currency;


 


2.2.14                                     the designation
of the currency, currencies or currency units in which payment of the principal
of and interest, if any, on the Securities of the Series will be made;


 


2.2.15                                     if payments of
principal of or interest, if any, on the Securities of the Series are to
be made in one or more currencies or currency units other than that or those in
which such Securities are denominated, the manner in which the exchange rate
with respect to such payments will be determined;


 


2.2.16                                     the manner in
which the amounts of payment of principal of or interest, if any, on the
Securities of the Series will be determined, if such amounts may be
determined by reference to an index based on a currency or currencies or by
reference to a commodity, commodity index, stock exchange index or financial
index;


 


2.2.17                                     the provisions,
if any, relating to any security provided for the Securities of the Series;


 


2.2.18                                     whether the
Securities of the series are subject to subordination and, if so, the terms of
such subordination;


 


2.2.19                                     whether the
Securities of the series will be guaranteed by any Person or Persons and, if
so, the identity of such Person or Persons, the terms and conditions upon which
such Securities shall be guaranteed and, if applicable, the terms and
conditions upon which such guarantees may be subordinated to other indebtedness
of the respective guarantors;


 


8
















 


2.2.20            if the holders of Securities of the Series may
convert or exchange the Securities into or for securities of the Issuer or of
other entities or other property, the period or periods within which, the rate
or rates at which and the terms and conditions upon which Securities of the Series may
be converted or exchanged, in whole or in part;


 


2.2.21            any addition to or change in the
Events of Default which applies to any Securities of the Series and any
change in the right of the Trustee or the requisite Holders of such Securities
to declare the principal amount thereof due and payable pursuant to Section 6.2;


 


2.2.22            any addition to or change in the
covenants set forth in Articles IV or V which applies to Securities of the
Series;


 


2.2.23            if other than U.S. Bank National
Association is to act as Trustee for the Securities of the series, the name and
principal office of such Trustee;


 


2.2.24            any other terms of the Securities of
the Series (which terms shall not be inconsistent with the provisions of
this Indenture, except as permitted by Section 9.1, but which may modify
or delete any provision of this Indenture insofar as it applies to such
Series); and


 


2.2.25            any depositories, interest rate
calculation agents, exchange rate calculation agents or other agents with
respect to Securities of such Series if other than those appointed herein.


 


All
Securities of any one Series need not be issued at the same time and may
be issued from time to time, consistent with the terms of this Indenture, if so
provided by or pursuant to the Board Resolution, supplemental indenture or
Officers’ Certificate referred to above, and the authorized principal amount of
any Series may not be increased to provide for issuances of additional
Securities of such Series, unless otherwise provided in such Board Resolution,
supplemental indenture or Officers’ Certificate.


 


Section 2.3.               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 shall nevertheless be valid.


 


A
Security shall not be valid until authenticated by the manual signature of the
Trustee or an authenticating agent.  The
signature shall be conclusive evidence that the Security has been authenticated
under this Indenture.


 


The
Trustee shall at any time, and from time to time, authenticate Securities for
original issue in the principal amount provided in the Board Resolution, 


 


9

















 


supplemental
indenture hereto or Officers’ Certificate, upon receipt by the Trustee of a
Company Order.  Such Company Order may
authorize authentication and delivery pursuant to oral or electronic
instructions from the Company or its duly authorized agent or agents, which
oral instructions shall be promptly confirmed in writing.  Each Security shall be dated the date of its
authentication unless otherwise provided by a Board Resolution, a supplemental
indenture hereto or an Officers’ Certificate.


 


The
aggregate principal amount of Securities of any Series outstanding at any
time may not exceed any limit upon the maximum principal amount for such Series set
forth in the Board Resolution, supplemental indenture hereto or Officers’
Certificate delivered pursuant to Section 2.2, except as provided in Section 2.8.


 


Prior
to the issuance of Securities of any Series, the Trustee shall have received
and (subject to Section 7.2) shall be fully protected in relying on: (a) the
Board Resolution, supplemental indenture hereto or Officers’ Certificate
establishing the form of the Securities of that Series or of Securities
within that Series and the terms of the Securities of that Series or
of Securities within that Series, (b) an Officers’ Certificate complying
with Section 10.4, and (c) an Opinion of Counsel complying with Section 10.4.


 


The
Trustee shall have the right to decline to authenticate and deliver any
Securities of such Series: (a) if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken; or (b) if the
Trustee in good faith by its board of directors or trustees, executive
committee or a trust committee of Responsible Officers shall determine that
such action would expose the Trustee to personal liability to Holders of any
then outstanding Series of Securities.


 


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 2.4.               Registrar and Paying Agent.


 


The
Company shall maintain, with respect to each Series of Securities, at the
place or places specified with respect to such Series pursuant to Section 2.2,
an office or agency where Securities of such Series may be presented or
surrendered for payment (“Paying Agent”), where Securities of such Series may
be surrendered for registration of transfer or exchange (“Registrar”)
and where notices and demands to or upon the Company in respect of the
Securities of such Series and this Indenture may be served (“Service
Agent”).  The Registrar shall keep a
register with respect to each Series of Securities and to their transfer
and exchange.  The Company will give
prompt written notice to the Trustee of the name and address, and any change in
the name or address, of each Registrar, Paying Agent or Service Agent.  If at any time the Company shall fail to
maintain any such required Registrar, Paying Agent or Service Agent or shall
fail to furnish the Trustee with the name and address thereof, such
presentations, surrenders, 


 


10

















 


notices
and demands may be made or served at the Corporate Trust Office of the Trustee,
and the Company 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 co-registrars,
additional paying agents or additional service agents 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
obligations to maintain a Registrar, Paying Agent and Service Agent in each
place so specified pursuant to Section 2.2 for Securities of any Series 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 name or address of any such co-registrar, additional
paying agent or additional service agent. 
The term “Registrar” includes any co-registrar; the term “Paying Agent”
includes any additional paying agent; and the term “Service Agent” includes any
additional service agent.


 


The
Company hereby appoints the Trustee the initial Registrar, Paying Agent and
Service Agent for each Series unless another Registrar, Paying Agent or
Service Agent, as the case may be, is appointed prior to the time Securities of
that Series are first issued.


 


Section 2.5.               Paying Agent to Hold Money in
Trust.


 


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 of any Series of Securities, or the Trustee, all money
held by the Paying Agent for the payment of principal of or interest on the Series of
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.  Upon payment over to the Trustee, the Paying
Agent (if other than the Company or a Subsidiary) shall have no further
liability for the money.  If the Company
or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate
trust fund for the benefit of Securityholders of any Series of Securities
all money held by it as Paying Agent.


 


Section 2.6.               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
of each Series of Securities and shall otherwise comply with TIA Section 312(a).  If the Trustee is not the Registrar, the
Company shall furnish to the Trustee at least ten days before each interest payment
date and at such other times as the Trustee may request in writing a list, in
such form and as of such date as the Trustee may reasonably require, of the
names and addresses of Securityholders of each Series of Securities.


 


11

















 


Section 2.7.               Transfer and Exchange.


 


Where
Securities of a Series are presented to the Registrar or a co-registrar
with a request to register a transfer or to exchange them for an equal
principal amount of Securities of the same Series, the Registrar shall register
the transfer or make the exchange if its requirements for such transactions are
met.  To permit registrations of
transfers and exchanges, the Trustee shall authenticate Securities at the
Registrar’s request.  No service charge
shall be made for any registration of transfer or exchange (except as otherwise
expressly permitted herein), but the Company may require payment of a sum
sufficient to cover any transfer tax or similar governmental charge payable in
connection therewith (other than any such transfer tax or similar governmental
charge payable upon exchanges pursuant to Sections 2.11, 3.6 or 9.6).


 


Neither
the Company nor the Registrar shall be required (a) to issue, register the
transfer of, or exchange Securities of any Series for the period beginning
at the opening of business fifteen days immediately preceding the mailing of a
notice of redemption of Securities of that Series selected for redemption
and ending at the close of business on the day of such mailing, or (b) to
register the transfer of or exchange Securities of any Series selected,
called or being called for redemption as a whole or the portion being redeemed
of any such Securities selected, called or being called for redemption in part.


 


Section 2.8.               Mutilated, Destroyed, Lost and
Stolen Securities.


 


If
any mutilated Security is surrendered to the Trustee, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a new
Security of the same Series and of like tenor and principal amount 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 make available for delivery, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same Series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding.


 


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


 


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


 


12

















 


Every
new Security of any Series issued pursuant to this Section in lieu of
any destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security 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 of that Series 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 2.9.               Outstanding Securities.


 


The
Securities outstanding at any time are all the Securities authenticated by the
Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest on a Global Security effected by
the Trustee in accordance with the provisions hereof and those described in
this Section as not outstanding.


 


If
a Security is replaced pursuant to Section 2.8, it ceases to be
outstanding until the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.


 


If
the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any
thereof) holds on the Maturity of Securities of a Series money sufficient
to pay such Securities payable on that date, then on and after that date such
Securities of the Series cease to be outstanding and interest on them
ceases to accrue.


 


A
Security does not cease to be outstanding because the Company or an Affiliate
holds the Security.


 


In
determining whether the Holders of the requisite principal amount of
outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, the principal amount of a
Discount Security that shall be deemed to be outstanding for such purposes
shall be the amount of the principal thereof that would be due and payable as
of the date of such determination upon a declaration of acceleration of the
Maturity thereof pursuant to Section 6.2.


 


Section 2.10.             Treasury Securities.


 


In
determining whether the Holders of the required principal amount of Securities
of a Series have concurred in any request, demand, authorization,
direction, notice, consent or waiver Securities of a Series owned by the
Company or an Affiliate shall be disregarded, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
request, demand, authorization, direction, notice, consent or waiver only
Securities of a Series that a Responsible Officer of the Trustee knows are
so owned shall be so disregarded.


 


13

















 


Section 2.11.             Temporary Securities.


 


Until
definitive Securities are ready for delivery, the Company may prepare and the
Trustee shall authenticate temporary Securities upon a Company Order.  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 prepare and the Trustee
upon request shall authenticate definitive Securities of the same Series and
date of maturity in exchange for temporary Securities.  Until so exchanged, temporary Securities
shall have the same rights under this Indenture as the definitive Securities.


 


Section 2.12.             Cancellation.


 


The
Company at any time may deliver Securities to the Trustee for
cancellation.  The Registrar and the
Paying Agent shall forward to the Trustee any Securities surrendered to them
for registration of transfer, exchange or payment.  The Trustee shall cancel all Securities
surrendered for transfer, exchange, payment, replacement or cancellation and
shall destroy such canceled Securities (subject to the record retention
requirement of the Exchange Act) and deliver a certificate of such destruction
to the Company, unless the Company otherwise directs.  The Company may not issue new Securities to
replace Securities that it has paid or delivered to the Trustee for
cancellation.


 


Section 2.13.             Defaulted Interest.


 


If
the Company defaults in a payment of interest on a Series of Securities,
it shall pay the defaulted interest, plus, to the extent permitted by law, any
interest payable on the defaulted interest, to the persons who are
Securityholders of the Series on a subsequent special record date.  The Company shall fix the record date and
payment date.  At least 30 days before
the record date, the Company shall mail to the Trustee and to each
Securityholder of the Series a notice that states the record date, the
payment date and the amount of interest to be paid.  The Company may pay defaulted interest in any
other lawful manner.


 


Section 2.14.             Global Securities.


 


2.14.1            Terms of Securities.  A Board Resolution, a supplemental indenture
hereto or an Officers’ Certificate shall establish whether the Securities of a Series shall
be issued in whole or in part in the form of one or more Global Securities and
the Depositary for such Global Security or Securities.


 


2.14.2            Transfer and Exchange.  Notwithstanding any provisions to the
contrary contained in Section 2.7 of the Indenture and in addition
thereto, any Global Security shall be exchangeable pursuant to Section 2.7
of the Indenture for Securities registered in the names of Holders other than
the Depositary for such Security or its nominee only if (i) such
Depositary notifies the Company that it is unwilling or unable to continue as
Depositary for such Global Security or if at any time such Depositary ceases to
be a clearing agency registered under the Exchange Act, and, in either case,
the 


 


14

















 


Company fails to appoint a successor Depositary
within 90 days of such event, (ii) the Company executes and delivers to
the Trustee an Officers’ Certificate to the effect that such Global Security
shall be so exchangeable or (iii) an Event of Default with respect to the
Securities represented by such Global Security shall have happened and be
continuing.  Any Global Security that is
exchangeable pursuant to the preceding sentence shall be exchangeable for
Securities registered in such names as the Depositary shall direct in writing
in an aggregate principal amount equal to the principal amount of the Global
Security with like tenor and terms.


 


Except
as provided in this Section 2.14.2, a Global Security may not be
transferred except as a whole by the Depositary with respect to such Global
Security to a nominee of such Depositary, by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by the Depositary or
any such nominee to a successor Depositary or a nominee of such a successor
Depositary.


 


2.14.3            Legend.  Unless otherwise provided pursuant to Section 2.2,
any Global Security issued hereunder shall bear a legend in substantially the
following form:


 


“This
Security is a Global Security within the meaning of the Indenture hereinafter
referred to and is registered in the name of the Depositary or a nominee of the
Depositary.  This Security is
exchangeable for Securities registered in the name of a person other than the
Depositary or its nominee only in the limited circumstances described in the Indenture,
and may not be transferred except as a whole by the Depositary to a nominee of
the Depositary, by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such a successor Depositary.”


 


2.14.4            Acts of Holders.  The Depositary, as a Holder, may appoint
agents and otherwise authorize participants to give or take any request,
demand, authorization, direction, notice, consent, waiver or other action which
a Holder is entitled to give or take under the Indenture.


 


2.14.5            Payments.  Notwithstanding the other provisions of this
Indenture, unless otherwise specified as contemplated by Section 2.2,
payment of the principal of, premium, if any, and interest, if any, on any
Global Security shall be made to the Holder thereof.


 


2.14.6            Consents, Declaration and
Directions.  Except as provided in Section 2.14.5,
the Company, the Trustee and any Agent shall treat a person as the Holder of
such principal amount of outstanding Securities of such Series represented
by a Global Security as shall be specified in a written statement of the
Depositary with respect to such Global Security, for purposes of obtaining any
consents, declarations, waivers or directions required to be given by the
Holders pursuant to this Indenture.


 


15

















 


Section 2.15.             CUSIP Numbers.


 


The
Company in issuing the Securities may use “CUSIP,” “ISIN” or
other numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP,”
“ISIN” or other 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 elements of identification printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers.


 


ARTICLE III.

REDEMPTION


 


Section 3.1.               Notice to Trustee.


 


The
Company may, with respect to any Series of Securities, reserve the right
to redeem and pay the Series of Securities or may covenant to redeem and
pay the Series of Securities or any part thereof prior to the Stated
Maturity thereof at such time and on such terms as provided for in such
Securities.  If a Series of
Securities is redeemable and the Company wants or is obligated to redeem prior
to the Stated Maturity thereof all or part of the Series of Securities
pursuant to the terms of such Securities, it shall notify the Trustee of the
redemption date and the principal amount of Series of Securities to be
redeemed.  The Company shall give the
notice at least 45 days before the redemption date (or such shorter notice as
may be acceptable to the Trustee).


 


Section 3.2.               Selection of Securities to be
Redeemed.


 


Unless
otherwise indicated for a particular Series by a Board Resolution, a
supplemental indenture or an Officers’ Certificate, if less than all the Securities
of a Series are to be redeemed, the Trustee shall select the Securities of
the Series to be redeemed in any manner that the Trustee deems fair and
appropriate.  The Trustee shall make the
selection from Securities of the Series outstanding not previously called
for redemption.  The Trustee may select
for redemption portions of the principal of Securities of the Series that
have denominations larger than $1,000. 
Securities of the Series and portions of them it selects shall be
in amounts of $1,000 or whole multiples of $1,000 or, with respect to
Securities of any Series issuable in other denominations pursuant to Section 2.2.10,
the minimum principal denomination for each Series and integral multiples
thereof.  Provisions of this Indenture
that apply to Securities of a Series called for redemption also apply to
portions of Securities of that Series called for redemption.


 


Section 3.3.               Notice of Redemption.


 


Unless
otherwise indicated for a particular Series by a Board Resolution, a
supplemental indenture hereto or an Officers’ Certificate, at least 30 days but
not more than 60 days before a redemption date, the Company shall deliver a
notice of redemption by first-class mail or electronically to each Holder whose
Securities are to be redeemed.


 


16

















 


The
notice shall identify the Securities of the Series to be redeemed and
shall state:


 


(a)           the redemption date;


 


(b)           the redemption price;


 


(c)           the name and address of the Paying Agent;


 


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


 


(e)           that interest on Securities of the Series called for
redemption ceases to accrue on and after the redemption date; and


 


(f)            any other information as may be required by the terms of
the particular Series or the Securities of a Series being redeemed.


 


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


 


Section 3.4.               Effect of Notice of Redemption.


 


Once
notice of redemption is delivered as provided in Section 3.3, Securities
of a Series called for redemption become due and payable on the redemption
date and at the redemption price.  A
notice of redemption may not be conditional. 
Upon surrender to the Paying Agent, such Securities shall be paid at the
redemption price plus accrued interest to the redemption date.


 


Section 3.5.               Deposit of Redemption Price.


 


On
or before the redemption date, the Company shall deposit with the Paying Agent
money sufficient to pay the redemption price of and accrued interest, if any,
on all Securities to be redeemed on that date.


 


Section 3.6.               Securities Redeemed in Part.


 


Upon
surrender of a Security that is redeemed in part, the Trustee shall
authenticate for the Holder a new Security of the same Series and the same
Maturity equal in principal amount to the unredeemed portion of the Security
surrendered.


 


ARTICLE IV.

COVENANTS


 


Section 4.1.               Payment of Principal and
Interest.


 


The
Company covenants and agrees for the benefit of the Holders of each Series of
Securities that it will duly and punctually pay the principal of and interest,
if 


 


17

















 


any,
on the Securities of that Series in accordance with the terms of such
Securities and this Indenture.


 


Section 4.2.               SEC Reports.


 


The
Company shall deliver to 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 (or copies of such portions of any of the foregoing as the SEC
may by rules and regulations prescribe) which the Company is required to
file with the SEC pursuant to Section 13 or 15(d) of the Exchange
Act.  The Company also shall comply with
the other provisions of TIA Section 314(a).


 


Section 4.3.               Compliance Certificate.


 


The
Company shall deliver to the Trustee, within 90 days after the end of each
fiscal year of the Company, an Officers’ Certificate stating that a review of
the activities of the Company and its Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his knowledge the Company has
kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions hereof (or, if a Default or Event of
Default shall have occurred, describing all such Defaults or Events of Default
of which he may have knowledge).


 


The
Company will, so long as any of the Securities are outstanding, deliver to the
Trustee, forthwith upon becoming aware of any Default or Event of Default, an
Officers’ Certificate specifying such Default or Event of Default and what
action the Company is taking or proposes to take with respect thereto.


 


Section 4.4.               Stay, Extension and Usury Laws.


 


The
Company covenants (to the extent that it may lawfully do so) that it will not
at any time insist upon, plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay, extension or usury law wherever enacted, now
or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture or the Securities; and the Company (to the extent
it may lawfully do so) hereby expressly waives all benefit or advantage of any
such law and covenants that it will not, by resort to any such law, 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
has been enacted.


 


Section 4.5.               Corporate Existence.


 


Subject
to Article V, the Company will do or cause to be done all things necessary
to preserve and keep in full force and effect its corporate existence and the
corporate, partnership or other existence of each Significant Subsidiary in
accordance 


 


18

















 


with
the respective organizational documents of each Significant Subsidiary and the
rights (charter and statutory), licenses and franchises of the Company and its
Significant Subsidiaries; provided, however, that the Company
shall not be required to preserve any such right, license or franchise, or the
corporate, partnership or other existence of any Significant Subsidiary, if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and its Subsidiaries
taken as a whole and that the loss thereof is not adverse in any material
respect to the Holders.


 


Section 4.6.               Taxes.


 


The
Company shall, and shall cause each of its Significant Subsidiaries to, pay
prior to delinquency all taxes, assessments and governmental levies, except as
contested in good faith and by appropriate proceedings.


 


ARTICLE V.

SUCCESSORS


 


Section 5.1.               When Company May Merge, Etc.


 


The
Company shall not consolidate with or merge into, or sell, convey, transfer or
lease all or substantially all of its properties and assets to, any person (a “successor
person”), and may not permit any person to merge into, or convey, transfer
or lease its properties and assets substantially as an entirety to, the
Company, unless:


 


(a)           the successor person (if any) is a corporation,
partnership, trust or other entity organized and validly existing under the
laws of any U.S. domestic jurisdiction and expressly assumes the Company’s
obligations on the Securities and under this Indenture and


 


(b)           immediately after giving effect to the transaction, no
Default or Event of Default, shall have occurred and be continuing.


 


The
Company shall deliver to the Trustee prior to the consummation of the proposed
transaction an Officers’ Certificate to the foregoing effect and an Opinion of
Counsel stating that the proposed transaction and such supplemental indenture
comply with this Indenture.


 


Section 5.2.               Successor Corporation
Substituted.


 


Upon
any consolidation or merger, or any sale, lease, conveyance or other
disposition of all or substantially all of the assets of the Company in
accordance with Section 5.1, the successor corporation, partnership, trust
or other entity organized and validly existing under the laws of any U.S.
domestic jurisdiction formed by such consolidation or into or with which the
Company is merged or to which such sale, lease, conveyance or other disposition
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 has been named as the Company herein; provided, however,



 


19

















 


that
the predecessor Company in the case of a sale, lease, conveyance or other
disposition shall not be released from the obligation to pay the principal of
and interest, if any, on the Securities.


 


ARTICLE VI.

DEFAULTS AND REMEDIES


 


Section 6.1.               Events of Default.


 


“Event
of Default,” wherever used herein with respect to Securities of any Series,
means any one of the following events, unless in the establishing Board
Resolution, supplemental indenture or Officers’ Certificate, it is provided
that such Series shall not have the benefit of said Event of Default:


 


(a)           default in the payment of any interest on any Security of
that Series when it becomes due and payable, and continuance of such
default for a period of 30 days (unless the entire amount of such payment is
deposited by the Company with the Trustee or with a Paying Agent prior to the
expiration of such period of 30 days); or


 


(b)           default in the payment of the principal of any Security of
that Series at its Maturity; or


 


(c)           default in the deposit of any sinking fund payment, when
and as due in respect of any Security of that Series; or


 


(d)           default in the performance or breach of any covenant or
warranty of the Company in this Indenture (other than a covenant or warranty
that has been included in this Indenture solely for the benefit of Series of
Securities other than that Series), which default continues uncured for a
period of 60 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


 


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


 


(i)            commences a voluntary case,


 


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


 


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


 


20






 


 












 


(iv)                              makes a general
assignment for the benefit of its creditors, or


 


(v)                                 generally is
unable to pay its debts as the same become due; or


 


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


 


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


 


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


 


(iii)                               orders the
liquidation of the Company,


 


and
the order or decree remains unstayed and in effect for 60 days; or


 


(g)                                  any other Event
of Default provided with respect to Securities of that Series, which is
specified in a Board Resolution, a supplemental indenture hereto or an Officers’
Certificate, in accordance with Section 2.2.19.


 


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.


 


Section 6.2.                                           Acceleration of
Maturity; Rescission and Annulment.


 


If
an Event of Default with respect to Securities of any Series at the time
outstanding occurs and is continuing (other than an Event of Default referred
to in Section 6.1(e) or (f)) then in every such case the Trustee or
the Holders of not less than 25% in principal amount of the outstanding
Securities of that Series may declare the principal amount (or, if any
Securities of that Series are Discount Securities, such portion of the
principal amount as may be specified in the terms of such Securities) of and
accrued and unpaid interest, if any, on all of the Securities of that 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
amount (or specified amount) and accrued and unpaid interest, if any, shall
become immediately due and payable.  If
an Event of Default specified in Section 6.1(e) or (f) shall
occur, the principal amount (or specified amount) of and accrued and unpaid
interest, if any, on all outstanding Securities shall ipso facto become and be
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 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 that
Series, by written notice 


 


21

















 


to
the Company and the Trustee, may rescind and annul such declaration and its
consequences if:


 


(a)                                 the Company has
paid or deposited with the Trustee a sum sufficient to pay


 


(i)                                     all overdue interest,
if any, on all Securities of that Series,


 


(ii)                                  the principal
of any Securities of that Series which have become due otherwise than by
such declaration of acceleration and interest thereon at the rate or rates
prescribed therefor in such Securities,


 


(iii)                               to the extent
that payment of such interest is lawful, interest upon any overdue principal
and overdue interest at the rate or rates prescribed therefor in such
Securities, and


 


(iv)                              all sums paid
or advanced by the Trustee hereunder and the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel;


 


and


 


(b)                                 all Events of
Default with respect to Securities of that Series, other than the non-payment
of the principal of Securities of that Series which have become due solely
by such declaration of acceleration, have been cured or waived as provided in Section 6.13.


 


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


 


Section 6.3.                                           Collection of
Indebtedness and Suits for Enforcement by Trustee.


 


The
Company covenants that if


 


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


 


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


 


(c)                                  default is made
in the deposit of any sinking fund payment when and as due by the terms of a
Security,


 


then, the Company
will, upon demand of the Trustee, pay to it, for the benefit of the Holders of
such Securities, the whole amount then due and payable on such Securities for
principal and interest and, to the extent that payment of such interest shall
be legally enforceable, interest on any overdue principal or any overdue
interest, at the rate or rates 


 


22

















 


prescribed
therefor in such Securities, 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.


 


If
the Company fails to pay such amounts forthwith upon such demand, the Trustee,
in its own name and as trustee of an express trust, may institute a judicial
proceeding for the collection of the sums so due and unpaid, may prosecute such
proceeding to judgment or final decree and may enforce the same against the
Company or any other obligor upon such Securities and collect the moneys
adjudged or deemed to be payable in the manner provided by law out of the
property of the Company or any other obligor upon such Securities, wherever
situated.


 


If
an Event of Default with respect to any Securities of any Series 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 6.4.                                           Trustee May File
Proofs of Claim.


 


In
case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of the Securities shall then be
due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise,


 


(a)                                 to file and
prove a claim for the whole amount of principal and interest owing and unpaid
in respect of the Securities and to file such other papers or documents as may
be necessary or advisable in order to have the claims of the Trustee (including
any claim for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel) and of the Holders allowed in such
judicial proceeding, and


 


(b)                                 to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute the same, and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and 


 


23

















 


advances of the Trustee, its
agents and counsel, and any other amounts due the Trustee under Section 7.7.


 


Nothing
herein contained 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.


 


Section 6.5.                                           Trustee May Enforce
Claims Without Possession of Securities.


 


All
rights of action and claims under this Indenture or the Securities may be
prosecuted and enforced by the Trustee without the possession of any of the
Securities 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 in respect of which such judgment has been
recovered.


 


Section 6.6.                                           Application of
Money Collected.


 


Any
money collected by the Trustee 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 and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:


 


First:  To the payment of all amounts due the Trustee
under Section 7.7; and


 


Second:  To the payment of the amounts then due and
unpaid for principal of and interest on the Securities 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 for principal and interest, respectively; and


 


Third:  To the Company.


 


Section 6.7.                                           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


 


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


 


24

















 


(b)                                 the Holders of
not less than 25% in principal amount of the outstanding Securities of that 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;


 


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


 


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


 


(e)                                  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 that Series;


 


it
being understood and intended that no one or more of such Holders 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 of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of 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 such
Holders.


 


Section 6.8.                                           Unconditional
Right of Holders to Receive Principal 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 and interest, if any, on such Security on the Stated Maturity or
Stated Maturities expressed in such Security (or, in the case of redemption, on
the redemption date) and to institute suit for the enforcement of any such
payment, and such rights shall not be impaired without the consent of such
Holder.


 


Section 6.9.                                           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 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 6.10.                                    Rights and
Remedies Cumulative.


 


Except
as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in Section 2.8, 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 


 


25

















 


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 6.11.                                    Delay or
Omission Not Waiver.


 


No
delay or omission of the Trustee or of any Holder of any Securities 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 6.12.                                    Control by
Holders.


 


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


 


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


 


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


 


(c)                                  subject to the
provisions of Section 6.1, the Trustee shall have the right to decline to
follow any such direction if the Trustee in good faith shall, by a Responsible
Officer of the Trustee, determine that the proceeding so directed would involve
the Trustee in personal liability.


 


Section 6.13.                                    Waiver of Past
Defaults.


 


Subject
to Section 6.2, 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 with respect to such Series and its consequences, except a
Default in the payment of the principal of or interest on any Security of such Series (provided,
however, that the Holders of a majority in principal amount of the
outstanding Securities of any Series may rescind an acceleration and its
consequences, including any related payment default that resulted from such
acceleration).  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; but no
such waiver shall extend to any subsequent or other Default or impair any right
consequent thereon.


 


26

















 


Section 6.14.                                    Undertaking for
Costs.


 


All
parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, 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, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may
in its discretion assess reasonable costs, including reasonable attorneys’
fees, against any party litigant in such suit, having due regard to the merits
and good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in
principal amount of the outstanding Securities of any Series, or to any suit
instituted by any Holder for the enforcement of the payment of the principal of
or interest on any Security on or after the Stated Maturity or Stated
Maturities expressed in such Security (or, in the case of redemption, on the redemption
date).


 


ARTICLE VII.

TRUSTEE


 


Section 7.1.                                           Duties of
Trustee.


 


(a)                                 If an Event of
Default has occurred and is continuing, the Trustee shall exercise 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 man would exercise or use under the
circumstances in the conduct of his own affairs.


 


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


 


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


 


(ii)                                  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
Officers’ Certificates or Opinions of Counsel furnished to the Trustee and
conforming to the requirements of this Indenture; however, in the case
of any such Officers’ Certificates or Opinions of Counsel which by any
provisions hereof are specifically required to be furnished to the Trustee, the
Trustee shall examine such Officers’ Certificates and Opinions of Counsel to
determine whether or not they conform to the requirements of this Indenture.


 


(c)                                  No provision of
this Indenture shall be construed to relieve the Trustee from liability for its
own negligent action, its own negligent failure to act or its own willful
misconduct, except that:


 


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


 


27

















 


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


 


(iii)                               The Trustee
shall not be liable with respect to any action taken, suffered or omitted to be
taken by it with respect to Securities of any Series in good faith in
accordance with the direction of the Holders of a majority in principal amount
of the outstanding Securities of such Series relating to the time, method
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred upon the Trustee, under this
Indenture with respect to the Securities of such Series.


 


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


 


(e)                                  The Trustee may
refuse to perform any duty or exercise any right or power unless it receives
indemnity satisfactory to it against any loss, liability or expense.


 


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


 


(g)                                  No provision of
this Indenture shall require the Trustee to risk its own funds or otherwise
incur any financial liability in the performance of any of its duties, 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 is not reasonably assured to it.


 


(h)                                 The Paying
Agent, the Registrar and any authenticating agent shall be entitled to the
protections and immunities as are set forth in paragraphs (a), (b) and (c) of
this Section with respect to the Trustee.


 


Section 7.2.                                           Rights of
Trustee.


 


(a)                                 The Trustee may
rely on and shall be protected in acting or refraining from acting upon 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.


 


(b)                                 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 such Officers’ Certificate or Opinion of Counsel.


 


28

















 


(c)                                  The Trustee may
act through agents and shall not be responsible for the misconduct or negligence
of any agent appointed with due care.  No
Depositary shall be deemed an agent of the Trustee and the Trustee shall not be
responsible for any act or omission by any Depositary.


 


(d)                                 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.


 


(e)                                  The Trustee may
consult with counsel 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.


 


(f)                                   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 of
Securities unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities which might
be incurred by it in compliance with such request or direction.


 


Section 7.3.                                           Individual
Rights of Trustee.


 


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.  The Trustee is also subject to
Sections 7.10 and 7.11.


 


Section 7.4.                                           Trustee’s
Disclaimer.


 


The
Trustee makes no representation as to 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 7.5.                                           Notice of
Defaults.


 


If
a Default or Event of Default occurs and is continuing with respect to the
Securities of any Series and if it is known to a Responsible Officer of
the Trustee, the Trustee shall mail (first-class, postage prepaid) or
electronically deliver to each Securityholder of the Securities of that Series the
notice of a Default or Event of Default within 90 days after it occurs or, if
later, after a Responsible Officer of the Trustee has knowledge of such Default
or Event of Default.  Except in the case
of a Default or Event of Default in payment of principal of or interest on any
Security of any Series, the Trustee may withhold the notice if and so long as
its corporate trust committee or a committee of its Responsible Officers in
good faith determines that withholding the notice is in the interests of
Securityholders of that Series.


 


29

















 


Section 7.6.                                           Reports by
Trustee to Holders.


 


Within
60 days after May 15 in each year, the Trustee shall transmit by mail or
electronically to all Securityholders a brief report dated as of such May 15,
in accordance with, and to the extent required under, TIA Section 313.


 


A
copy of each report at the time of its mailing to Securityholders of any Series shall
be filed with the SEC and each stock exchange on which the Securities of that Series are
listed.  The Company shall promptly
notify the Trustee when Securities of any Series are listed on any stock
exchange.


 


Section 7.7.                                           Compensation
and Indemnity.


 


The
Company shall pay to the Trustee from time to time reasonable compensation for
its services.  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 expenses of the Trustee’s agents and counsel.


 


The
Company shall indemnify the Trustee (including the cost of defending itself)
against any loss, liability or expense incurred by it except as set forth in
the next paragraph in the performance of its duties under this Indenture as
Trustee or Agent.  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 be unreasonably withheld.  This indemnification shall apply to officers,
directors, employees, shareholders and agents of the Trustee.


 


The
Company need not reimburse any expense or indemnify against any loss or
liability incurred by the Trustee or by any officer, director, employee,
shareholder or agent of the Trustee through negligence, bad faith or willful
misconduct.


 


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


 


When
the Trustee incurs expenses or renders services after an Event of Default
specified in Section 6.1(e) or (f) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.


 


30
















 


Section 7.8.               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 with respect to the Securities of one or more Series by
so notifying the Company.  The Holders of
a majority in principal amount of the Securities of any Series may remove
the Trustee with respect to that Series by so notifying the Trustee and
the Company.  The Company may remove the
Trustee with respect to Securities of one or more Series if:


 


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


 


(b)           the Trustee is adjudged a
bankrupt or an insolvent or an order for relief is entered with respect to the
Trustee under any Bankruptcy Law;


 


(c)           a Custodian or public
officer takes charge of the Trustee or its property; or


 


(d)           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.  Within one year after the
successor Trustee takes office, the Holders of a majority in principal amount
of the then outstanding Securities may appoint a successor Trustee to replace
the successor Trustee appointed by the Company.


 


If
a successor Trustee with respect to the Securities of any one or more Series does
not take office within 60 days after the retiring Trustee resigns or is
removed, the retiring Trustee, the Company or the Holders of at least 10% in
principal amount of the Securities of the applicable Series may petition
any court of competent jurisdiction for the appointment of a successor Trustee.


 


If
the Trustee with respect to the Securities of any one or more Series fails
to comply with Section 7.10, any Securityholder of the applicable Series may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.


 


A
successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Company. 
Immediately after that, the retiring Trustee shall transfer all property
held by it as Trustee to the successor Trustee subject to the lien provided for
in Section 7.7, 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 with respect to each Series of Securities for
which it is acting as Trustee under this Indenture.  A successor Trustee shall deliver by mail or
electronically a notice of its succession to each Securityholder of each such
Series.  Notwithstanding replacement of
the Trustee pursuant to this Section 7.8, the Company’s obligations under 


 


31

















 


Section 7.7
hereof shall continue for the benefit of the retiring trustee with respect to
expenses and liabilities incurred by it prior to such replacement.


 


Section 7.9.               Successor Trustee by Merger, Etc.


 


If
the Trustee consolidates with, 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.


 


Section 7.10.             Eligibility;
Disqualification.


 


This
Indenture shall always have a Trustee who satisfies the requirements of TIA Section 310(a)(1),
(2) and (5).  The Trustee shall
always have a combined capital and surplus of at least $25,000,000 as set forth
in its most recent published annual report of condition.  The Trustee shall comply with TIA Section 310(b).


 


Section 7.11.             Preferential Collection of
Claims Against Company.


 


The
Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). 
A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to
the extent indicated.


 


ARTICLE VIII.

SATISFACTION AND DISCHARGE; DEFEASANCE


 


Section 8.1.               Satisfaction and Discharge
of Indenture.


 


This
Indenture shall upon Company Order cease to be of further effect (except as
hereinafter provided in this Section 8.1), and the Trustee, at the expense
of the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when


 


(a)           either


 


(i)            all Securities theretofore
authenticated and delivered (other than Securities that have been destroyed,
lost or stolen and that have been replaced or paid) have been delivered to the
Trustee for cancellation; or


 


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


 


(1)           have become due and payable,
or


 


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


 


(3)           are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of 


 


32

















 


notice of redemption by the
Trustee in the name, and at the expense, of the Company, or


 


(4)           are deemed paid and
discharged pursuant to Section 8.3, as applicable;


 


and
the Company, in the case of (1), (2) or (3) above, has deposited or
caused to be deposited with the Trustee as trust funds in trust an amount
sufficient for the purpose of paying and discharging 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 on or prior to the date of such deposit) or
to the Stated Maturity or redemption date, as the case may be;


 


(b)           the Company has paid or
caused to be paid all other sums payable hereunder by the Company; and


 


(c)           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 Trustee under Section 7.7, and, if money shall have been
deposited with the Trustee pursuant to clause (a) of this Section, the
provisions of Sections 2.4, 2.7, 2.8, 8.1, 8.2 and 8.5 shall survive.


 


Section 8.2.               Application of Trust Funds;
Indemnification.


 


(a)           Subject to the provisions of
Section 8.5, all money deposited with the Trustee pursuant to Section 8.1,
all money and U.S. Government Obligations or Foreign Government Obligations
deposited with the Trustee pursuant to Section 8.3 or 8.4 and all money
received by the Trustee in respect of U.S. Government Obligations or Foreign
Government Obligations deposited with the Trustee pursuant to Section 8.3
or 8.4, 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
or received by the Trustee or to make mandatory sinking fund payments or analogous
payments as contemplated by Sections 8.3 or 8.4.


 


(b)           The Company shall pay and
shall indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against U.S. Government Obligations or Foreign Government Obligations
deposited pursuant to Sections 8.3 or 8.4 or the interest and principal
received in respect of such obligations other than any payable by or on behalf
of Holders.


 


(c)           The Trustee shall deliver or
pay to the Company from time to time upon Company Request any U.S. Government
Obligations or Foreign Government 


 


33

















 


Obligations or money held by it as provided in
Sections 8.3 or 8.4 which, in the opinion of a nationally recognized firm of
independent certified public accountants expressed in a written certification
thereof delivered to the Trustee, are then in excess of the amount thereof
which then would have been required to be deposited for the purpose for which
such U.S. Government Obligations or Foreign Government Obligations or money
were deposited or received.  This
provision shall not authorize the sale by the Trustee of any U.S. Government
Obligations or Foreign Government Obligations held under this Indenture.


 


Section 8.3.               Legal Defeasance of
Securities of any Series.


 


Unless
this Section 8.3 is otherwise specified, pursuant to Section 2.2.21,
to be inapplicable to Securities of any Series, the Company shall be deemed to
have paid and discharged the entire indebtedness on all the outstanding
Securities of such Series on the 91st day after the date of the deposit
referred to in subparagraph (d) hereof, and the provisions of this
Indenture, as it relates to such outstanding Securities of such Series, shall
no longer be in effect (and the Trustee, at the expense of the Company, shall,
at Company Request, execute proper instruments acknowledging the same), except
as to:


 


(a)           the rights of Holders of
Securities of such Series to receive, from the trust funds described in
subparagraph (d) hereof, (i) payment of the principal of and each
installment of principal of and interest on the outstanding Securities of such Series on
the Stated Maturity of such principal or installment of principal or interest
and (ii) the benefit of any mandatory sinking fund payments applicable to
the Securities of such Series on the day on which such payments are due
and payable in accordance with the terms of this Indenture and the Securities
of such Series;


 


(b)           the provisions of Sections
2.4, 2.7, 2.8, 8.2, 8.3 and 8.5; and


 


(c)           the rights, powers, trust
and immunities of the Trustee hereunder;


 


provided that, the
following conditions shall have been satisfied:


 


(d)           the Company shall have
deposited or caused to be deposited irrevocably with the Trustee as trust funds
in trust for the purpose of making the following payments, specifically pledged
as security for and dedicated solely to the benefit of the Holders of such
Securities (i) in the case of Securities of such Series denominated
in Dollars, cash in Dollars (or such other money or currencies as shall then be
legal tender in the United States) and/or U.S. Government Obligations, or (ii) in
the case of Securities of such Series denominated in a Foreign Currency
(other than a composite currency), money and/or Foreign Government Obligations,
which through the payment of interest and principal in respect thereof, in
accordance with their terms, will provide (and without reinvestment and
assuming no tax liability will be imposed on such Trustee), not later than one
day before the due date of any payment of money, an amount in cash, sufficient,
in the opinion of a nationally recognized firm of independent 


 


34

















 


public accountants expressed
in a written certification thereof delivered to the Trustee, to pay and discharge
each installment of principal (including mandatory sinking fund or analogous
payments) of and interest, if any, on all the Securities of such Series on
the dates such installments of interest or principal are due;


 


(e)           such deposit will not result
in a breach or violation of, or constitute a default under, this Indenture or
any other agreement or instrument to which the Company is a party or by which
it is bound;


 


(f)            no Default or Event of
Default with respect to the Securities of such Series shall have occurred
and be continuing on the date of such deposit or during the period ending on
the 91st day after such date;


 


(g)           the Company shall have
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to
the effect that (i) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling, or (ii) since the
date of execution 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 the Securities of
such Series will not recognize income, gain or loss for Federal income tax
purposes as a result of such deposit, defeasance and discharge and will be
subject to Federal income tax on the same amount and in the same manner and at
the same times as would have been the case if such deposit, defeasance and
discharge had not occurred;


 


(h)           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 preferring the Holders of the
Securities of such Series over any other creditors of the company or with
the intent of defeating, hindering, delaying or defrauding any other creditors
of the Company;


 


(i)            such deposit shall not
result in the trust arising from such deposit constituting an investment
company (as defined in the Investment Company Act of 1940, as amended), or such
trust shall be qualified under such Act or exempt from regulation thereunder;
and


 


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


 


Section 8.4.               Covenant Defeasance.


 


Unless
this Section 8.4 is otherwise specified pursuant to Section 2.2.21 to
be inapplicable to Securities of any Series, on and after the 91st day after
the date of the deposit referred to in subparagraph (a) hereof, the Company
may omit to comply with any term, provision or condition set forth under
Sections 4.2, 4.3, 4.4, 4.5, 4.6, and 5.1 as well as any additional covenants
contained in a supplemental indenture hereto for a 


 


35

















 


particular
Series of Securities or a Board Resolution or an Officers’ Certificate
delivered pursuant to Section 2.2.21 (and the failure to comply with any
such covenants shall not constitute a Default or Event of Default under Section 6.1)
and the occurrence of any event described in clause (e) of Section 6.1
shall not constitute a Default or Event of Default hereunder, with respect to
the Securities of such Series, provided that the following conditions shall
have been satisfied:


 


(a)           With reference to this Section 8.4,
the Company has deposited or caused to be irrevocably deposited (except as
provided in Section 8.2(c)) with the Trustee as trust funds in trust,
specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of such Securities (i) in the case of Securities of such Series denominated
in Dollars, cash in Dollars (or such other money or currencies as shall then be
legal tender in the United States) and/or U.S. Government Obligations, or (ii) in
the case of Securities of such Series denominated in a Foreign Currency
(other than a composite currency), money and/or Foreign Government Obligations,
which through the payment of interest and principal in respect thereof, in
accordance with their terms, will provide (and without reinvestment and
assuming no tax liability will be imposed on such Trustee), not later than one
day before the due date of any payment of money, an amount in cash, sufficient,
in the opinion of a nationally recognized firm of independent certified public
accountants expressed in a written certification thereof delivered to the
Trustee, to pay principal and interest, if any, on and any mandatory sinking
fund in respect of the Securities of such Series on the dates such
installments of interest or principal are due;


 


(b)           Such deposit will not result
in a breach or violation of, or constitute a default under, this Indenture or
any other agreement or instrument to which the Company is a party or by which
it is bound;


 


(c)           No Default or Event of
Default with respect to the Securities of such Series shall have occurred
and be continuing on the date of such deposit or during the period ending on
the 91st day after such date;


 


(d)           the Company shall have
delivered to the Trustee an Opinion of Counsel confirming that Holders of the
Securities of such Series will not recognize income, gain or loss for
federal income tax purposes as a result of such deposit and 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 deposit and defeasance had
not occurred;


 


(e)           the Company shall have
delivered to the Trustee an Officers’ Certificate stating the deposit was not
made by the Company with the intent of preferring the Holders of the Securities
of such Series over any other creditors of the Company or with the intent
of defeating, hindering, delaying or defrauding any other creditors of the
Company; and


 


36

















 


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


 


Section 8.5.               Repayment to Company.


 


The
Trustee and the Paying Agent shall pay to the Company upon request any money
held by them for the payment of principal and interest that remains unclaimed
for two years.  After that,
Securityholders entitled to the money must look to the Company for payment as
general creditors unless an applicable abandoned property law designates
another person.


 


Section 8.6.               Reinstatement.


 


If
the Trustee or Paying Agent is unable to apply any money or U.S. Government
Obligations in accordance with Sections 8.1, 8.3 or 8.4, as the case may be, by
reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Company’s obligations under this Indenture and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to Section 8.1, 8.3 or 8.4, as the case may be, 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 8.1, 8.3 or 8.4, as the
case may be; provided, however, that if the Company makes any payment of
principal of, premium, if any, or interest on any Securities because of
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.


 


ARTICLE IX.

AMENDMENTS AND WAIVERS


 


Section 9.1.               Without Consent of Holders.


 


The
Company and the Trustee may amend or supplement this Indenture or the
Securities of one or more Series without the consent of any
Securityholder:


 


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


 


(b)           to comply with Article V;


 


(c)           to provide for uncertificated
Securities in addition to or in place of certificated Securities;


 


(d)           to make any change that does
not adversely affect the rights of any Securityholder;


 


37

















 


(e)           to provide for the issuance
of and establish the form and terms and conditions of Securities of any Series as
permitted by this Indenture;


 


(f)            to evidence and provide for
the acceptance of appointment hereunder by a successor Trustee with respect to
the Securities of one or more Series 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;


 


(g)           to comply with requirements
of the SEC in order to effect or maintain the qualification of this Indenture
under the TIA; or


 


(h)           to comply with any
applicable prospectus or prospectus supplement.


 


Section 9.2.               With Consent of Holders.


 


The
Company and the Trustee may enter into a supplemental indenture with the
written consent of the Holders of at least a majority in principal amount of
the outstanding Securities of each Series affected by such supplemental
indenture (including consents obtained in connection with a tender offer or
exchange offer for the Securities of such Series), for the purpose of adding
any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of any supplemental indenture or of modifying
in any manner the rights of the Securityholders of each such Series.  Except as provided in Section 6.13, the
Holders of at least a majority in principal amount of the outstanding
Securities of each Series affected by such waiver by notice to the Trustee
(including consents obtained in connection with a tender offer or exchange
offer for the Securities of such Series) may waive compliance by the Company
with any provision of this Indenture or the Securities with respect to such
Series.


 


It
shall not be necessary for the consent of the Holders of Securities under this Section 9.2
to approve the particular form of any proposed supplemental indenture or
waiver, but it shall be sufficient if such consent approves the substance
thereof.  After a supplemental indenture
or waiver under this Section becomes effective, the Company shall deliver
by mail or electronically to the Holders of Securities affected thereby a
notice briefly describing the supplemental indenture or waiver.  Any failure by the Company to deliver such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture or waiver.


 


Section 9.3.               Limitations.


 


Without
the consent of each Securityholder affected, an amendment or waiver may not:


 


(a)           change the amount of
Securities whose Holders must consent to an amendment, supplement or waiver;


 


38

















 


(b)           reduce the rate of or extend
the time for payment of interest (including default interest) on any Security;


 


(c)           reduce the principal or
change the Stated Maturity of any Security or reduce the amount of, or postpone
the date fixed for, the payment of any sinking fund or analogous obligation;


 


(d)           reduce the principal amount
of Discount Securities payable upon acceleration of the maturity thereof;


 


(e)           waive a Default or Event of
Default in the payment of the principal of or interest, if any, on any Security
(except a rescission of acceleration of the Securities of any Series by
the Holders of at least a majority in principal amount of the outstanding
Securities of such Series and a waiver of the payment default that
resulted from such acceleration);


 


(f)            make the principal of or
interest, if any, on any Security payable in any currency other than that
stated in the Security;


 


(g)           make any change in Sections
6.8, 6.13, 9.3 (this sentence), 10.15 or 10.16; or


 


(h)           waive a redemption payment
with respect to any Security or change any of the provisions with respect to
the redemption of any Securities.


 


Section 9.4.               Compliance with Trust
Indenture Act.


 


Every
amendment to this Indenture or the Securities of one or more Series shall
be set forth in a supplemental indenture hereto that complies with the TIA as
then in effect.


 


Section 9.5.               Revocation and Effect of
Consents.


 


Until
an amendment or waiver becomes effective, a consent to it by a Holder of a
Security is a continuing consent by the Holder and every subsequent Holder of a
Security or portion of a Security that evidences the same debt as the
consenting Holder’s Security, even if notation of the consent is not made on
any Security.  However, any such Holder
or subsequent Holder may revoke the consent as to his Security or portion of a
Security if the Trustee receives the notice of revocation before the date the
amendment or waiver becomes effective.


 


Any
amendment or waiver once effective shall bind every Securityholder of each Series affected
by such amendment or waiver unless it is of the type described in any of
clauses (a) through (g) of Section 9.3.  In that case, the amendment or waiver shall
bind each Holder of a Security who has consented to it and every subsequent
Holder of a Security or portion of a Security that evidences the same debt as
the consenting Holder’s Security.


 


39

















 


Section 9.6.               Notation on or Exchange of
Securities.


 


The
Trustee may place an appropriate notation about an amendment or waiver on any
Security of any Series thereafter authenticated.  The Company in exchange for Securities of
that Series may issue and the Trustee shall authenticate upon request new
Securities of that Series that reflect the amendment or waiver.


 


Section 9.7.               Trustee Protected.


 


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
(subject to Section 7.1) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. 
The Trustee shall sign all supplemental indentures, except that the
Trustee need not sign any supplemental indenture that adversely affects its
rights.


 


ARTICLE X.

MISCELLANEOUS


 


Section 10.1.             Trust Indenture Act Controls.


 


If
any provision of this Indenture limits, qualifies, or conflicts with another
provision which is required or deemed to be included in this Indenture by the
TIA, such required or deemed provision shall control.


 


Section 10.2.             Notices.


 


Any
notice or communication by the Company or the Trustee to the other is duly
given if in writing and delivered in person or mailed by first-class mail:


 


if
to the Company:


 


STR
Holdings, Inc.


1699 King Street, Suite 400


Enfield,
Connecticut 06082


Attention:  General Counsel


 


if
to the Trustee:


 


U.S.
Bank National Association


60
Livingston Avenue


St.
Paul, MN  55107


Attention:  Ray Haverstock


 


The
Company or the Trustee by notice to the other may designate additional or
different addresses for subsequent notices or communications.


 


40
















 


Any
notice or communication to a Securityholder shall be delivered by first-class
mail or electronically.  Failure to mail
a notice or communication to a Securityholder of any Series or any defect
in it shall not affect its sufficiency with respect to other Securityholders of
that or any other Series.


 


If
a notice or communication is delivered in the manner provided above, within the
time prescribed, it is duly given, whether or not the Securityholder receives
it.


 


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


 


Section 10.3.             Communication by Holders with
Other Holders.


 


Securityholders
of any Series may communicate pursuant to TIA Section 312(b) with
other Securityholders of that Series or any other Series with respect
to their rights under this Indenture or the Securities of that Series or
all Series.  The Company, the Trustee,
the Registrar and anyone else shall have the protection of TIA Section 312(c).


 


Section 10.4.             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:


 


(a)           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


 


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


 


Section 10.5.             Statements Required in
Certificate or Opinion.


 


Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than a certificate provided pursuant to
TIA Section 314(a)(4)) shall comply with the provisions of TIA Section 314(e) and
shall include:


 


(a)           a statement that the person making such certificate or
opinion has read such covenant or condition;


 


(b)           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;


 


(c)           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 


 


41

















 


opinion as to whether or not
such covenant or condition has been complied with; and


 


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


 


Section 10.6.             Rules by Trustee and Agents.


 


The
Trustee may make reasonable rules for action by or a meeting of
Securityholders of one or more Series. 
Any Agent may make reasonable rules and set reasonable requirements
for its functions.


 


Section 10.7.             Legal Holidays.


 


Unless
otherwise provided by Board Resolution, Officers’ Certificate or supplemental
indenture for a particular Series, a “Legal Holiday” is any day that is
not a Business Day.  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 10.8.             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.  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.


 


Section 10.9.             Counterparts.


 


This
Indenture may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement.


 


Section 10.10.           Governing Law.


 


THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


Section 10.11.           No Adverse Interpretation of Other
Agreements.


 


This
Indenture may not be used to interpret another indenture, loan or debt
agreement of the Company or a Subsidiary. 
Any such indenture, loan or debt agreement may not be used to interpret
this Indenture.


 


42

















 


Section 10.12.           Successors.


 


All
agreements of the Company in this Indenture and the Securities shall bind its
successor.  All agreements of the Trustee
in this Indenture shall bind its successor.


 


Section 10.13.           Severability.


 


In
case any provision in this Indenture or in the Securities 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 10.14.           Table of Contents, Headings, Etc.


 


The
Table of Contents, Cross Reference Table, and headings of the Articles and
Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part hereof, and shall in no way modify or
restrict any of the terms or provisions hereof.


 


Section 10.15.           Securities in a Foreign Currency
or in ECU.


 


Unless
otherwise specified in a Board Resolution, a supplemental indenture hereto or
an Officers’ Certificate delivered pursuant to Section 2.2 of this
Indenture with respect to a particular Series of Securities, whenever for
purposes of this Indenture any action may be taken by the Holders of a
specified percentage in aggregate principal amount of Securities of all Series or
all Series affected by a particular action at the time outstanding and, at
such time, there are outstanding Securities of any Series which are
denominated in a coin or currency other than Dollars (including ECUs), then the
principal amount of Securities of such Series which shall be deemed to be
outstanding for the purpose of taking such action shall be that amount of
Dollars that could be obtained for such amount at the Market Exchange Rate at
such time.  For purposes of this Section 10.15,
“Market Exchange Rate” shall mean the noon Dollar buying rate in New
York City for cable transfers of that currency as published by the Federal
Reserve Bank of New York; provided, however, in the case of ECUs, Market
Exchange Rate shall mean the rate of exchange determined by the Commission of
the European Union (or any successor thereto) as published in the Official
Journal of the European Union (such publication or any successor publication,
the “Journal”).  If such Market
Exchange Rate is not available for any reason with respect to such currency,
the Trustee shall use, in its sole discretion and without liability on its
part, such quotation of the Federal Reserve Bank of New York or, in the case of
ECUs, the rate of exchange as published in the Journal, as of the most recent
available date, or quotations or, in the case of ECUs, rates of exchange from
one or more major banks in The City of New York or in the country of issue of
the currency in question or, in the case of ECUs, in Luxembourg or such other
quotations or, in the case of ECUs, rates of exchange as the Trustee, upon
consultation with the Company, shall deem appropriate.  The provisions of this paragraph shall apply
in determining the equivalent principal amount in respect of Securities of a Series 


 


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denominated
in currency other than Dollars in connection with any action taken by Holders
of Securities pursuant to the terms of this Indenture.


 


All
decisions and determinations of the Trustee regarding the Market Exchange Rate
or any alternative determination provided for in the preceding paragraph shall
be in its sole discretion and shall, in the absence of manifest error, be
conclusive to the extent permitted by law for all purposes and irrevocably
binding upon the Company and all Holders.


 


Section 10.16.           Judgment Currency.


 


The
Company agrees, to the fullest extent that it may effectively do so under
applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to convert the sum due in respect of the principal of or
interest or other amount on the Securities of any Series (the “Required
Currency”) into a currency in which a judgment will be rendered (the “Judgment
Currency”), the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The
City of New York the Required Currency with the Judgment Currency on the day on
which final unappealable judgment is entered, unless such day is not a New York
Banking Day, then, the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The
City of New York the Required Currency with the Judgment Currency on the New
York Banking Day preceding the day on which final unappealable judgment is
entered and (b) its obligations under this Indenture to make payments in
the Required Currency (i) shall not be discharged or satisfied by any
tender, any recovery pursuant to any judgment (whether or not entered in
accordance with Subsection (a)), in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result in the
actual receipt, by the payee, of the full amount of the Required Currency
expressed to be payable in respect of such payments, (ii) shall be
enforceable as an alternative or additional cause of action for the purpose of
recovering in the Required Currency the amount, if any, by which such actual
receipt shall fall short of the full amount of the Required Currency so
expressed to be payable, and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture.  For purposes of the foregoing, “New York
Banking Day” means any day except a Saturday, Sunday or a legal holiday in
The City of New York on which banking institutions are authorized or required
by law, regulation or executive order to close.


 


Section 10.17.           Benefits of Indenture.


 


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


 


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ARTICLE XI.

SINKING FUNDS


 


Section 11.1.             Applicability of Article.


 


The
provisions of this Article shall be applicable to any sinking fund for the
retirement of the Securities of a Series, except as otherwise permitted or
required by any form of Security of such Series issued pursuant to this
Indenture.


 


The
minimum amount of any sinking fund payment provided for by the terms of the
Securities of any Series is herein referred to as a “mandatory sinking
fund payment” and any other amount provided for by the terms of Securities of
such Series is herein referred to as an “optional sinking fund payment.”  If provided for by the terms of Securities of
any Series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 11.2. 
Each sinking fund payment shall be applied to the redemption of
Securities of any Series as provided for by the terms of the Securities of
such Series.


 


Section 11.2.             Satisfaction of Sinking Fund
Payments with Securities.


 


The
Company may, in satisfaction of all or any part of any sinking fund payment
with respect to the Securities of any Series to be made pursuant to the
terms of such Securities (1) deliver outstanding Securities of such Series to
which such sinking fund payment is applicable (other than any of such
Securities previously called for mandatory sinking fund redemption) and (2) apply
as credit Securities of such Series to which such sinking fund payment is
applicable and which have been redeemed either at the election of the Company
pursuant to the terms of such Series of Securities (except pursuant to any
mandatory sinking fund) or through the application of permitted optional
sinking fund payments or other optional redemptions pursuant to the terms of
such Securities, provided that such Securities have not been previously so
credited.  Such Securities shall be
received by the Trustee, together with an Officers’ Certificate with respect
thereto, not later than 15 days prior to the date on which the Trustee begins
the process of selecting Securities for redemption, and shall be credited for
such purpose by the Trustee at the price specified in such Securities for
redemption through operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly. 
If as a result of the delivery or credit of Securities in lieu of cash
payments pursuant to this Section 11.2, the principal amount of Securities
of such Series to be redeemed in order to exhaust the aforesaid cash
payment shall be less than $100,000, the Trustee need not call Securities of
such Series for redemption, except upon receipt of a Company Order that
such action be taken, and such cash payment shall be held by the Trustee or a
Paying Agent and applied to the next succeeding sinking fund payment, provided,
however, that the Trustee or such Paying Agent shall from time to time upon
receipt of a Company Order pay over and deliver to the Company any cash payment
so being held by the Trustee or such Paying Agent upon delivery by the Company
to the Trustee of Securities of that Series purchased by the Company
having an unpaid principal amount equal to the cash payment required to be
released to the Company.


 


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Section 11.3.             Redemption of Securities for
Sinking Fund.


 


Not
less than 45 days (unless otherwise indicated in the Board Resolution,
supplemental indenture hereto or Officers’ Certificate in respect of a
particular Series of Securities) prior to each sinking fund payment date
for any Series of Securities, the Company will deliver to the Trustee an
Officers’ Certificate specifying the amount of the next ensuing mandatory
sinking fund payment for that Series pursuant to the terms of that Series,
the portion thereof, if any, which is to be satisfied by payment of cash and
the portion thereof, if any, which is to be satisfied by delivering and
crediting of Securities of that Series pursuant to Section 11.2, and
the optional amount, if any, to be added in cash to the next ensuing mandatory
sinking fund payment, and the Company shall thereupon be obligated to pay the
amount therein specified.  Not less than
30 days (unless otherwise indicated in the Board Resolution, Officers’
Certificate or supplemental indenture in respect of a particular Series of
Securities) before each such sinking fund payment date the Trustee shall select
the Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 3.2 and cause notice of the redemption thereof to be
given in the name of and at the expense of the Company in the manner provided
in Section 3.3.  Such notice having
been duly given, the redemption of such Securities shall be made upon the terms
and in the manner stated in Sections 3.4, 3.5 and 3.6.


 


[signature page follows]


 


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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.


 


	
   

  	
  STR
  HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Its:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Its:

  



 


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