Company; and
WHEREAS, Title 60 Oklahoma Statutes 2001 Section 176 et seq., as amended,
(the "Act"), authorizes the Authority to finance such costs; and
WHEREAS, in order to finance such costs, the Authority shall issue its
Adair County Industrial Authority Solid Waste Recovery Facilities Revenue Bonds
(Advanced Environmental Recycling Technologies, Inc. Project) Series 2007 (the
"Bonds") pursuant to and secured by this Indenture; and
WHEREAS, in accordance with the Loan Agreement, the Authority will loan the
proceeds of the Bonds to the Company, and the Company will obligate itself to
repay such loan to the Authority; and
WHEREAS, the Bonds shall be secured as provided herein and in the Loan
Agreement; and
WHEREAS, the Bonds and the Trustee's authentication certificate are to be
substantially in the following form, with such necessary or appropriate
variations, omissions and insertions as permitted or required by this Indenture:
[Remainder of page intentionally left blank]
[FORM OF SERIES 2007 BOND]
UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE AUTHORITY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY BOND ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
EXCEPT AS PROVIDED IN THE INDENTURE HEREIN DESCRIBED, UPON ANY TRANSFER OF A
BENEFICIAL OWNERSHIP INTEREST (AS DEFINED IN THE INDENTURE) IN THE SERIES 2007
BOND, THE PURCHASER THEREOF SHALL BE DEEMED TO HAVE CERTIFIED TO THE TRUSTEE AND
ACKNOWLEDGED, REPRESENTED AND AGREED WITH THE COMPANY AND THE UNDERWRITER (AS
SUCH TERMS ARE DEFINED IN THE INDENTURE DESCRIBED HEREIN) THAT SUCH PURCHASER IS
ACQUIRING THE SERIES 2007 BOND FOR ITS OWNS ACCOUNT AND THAT IT IS (A) A
"QUALIFIED INSTITUTIONAL BUYER" WITHIN THE MEANING OF RULE 144A PROMULGATED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR (B) AN
INSTITUTIONAL "ACCREDITED INVESTOR," AS DEFINED IN RULE 501(A)(1), (2), (3), OR
(7) OF THE 1933 ACT.
UNITED STATES OF AMERICA
STATE OF OKLAHOMA
No. R-___
$
ADAIR COUNTY INDUSTRIAL AUTHORITY
SOLID WASTE RECOVERY FACILITIES REVENUE BONDS
(ADVANCED ENVIRONMENTAL RECYCLING TECHNOLOGIES, INC. PROJECT)
SERIES 2007
Interest Rate
Maturity Date
Original Issue Date
CUSIP 8.00%
December 15, 2023
December 19, 2007
005407 AA9
REGISTERED OWNER:
**CEDE & CO.**
2
PRINCIPAL AMOUNT:
**THIRTEEN MILLION FIVE HUNDRED FIFTEEN THOUSAND DOLLARS**
The Adair County Industrial Authority (the "Authority"), a public trust
organized and existing under the laws of the State of Oklahoma for the benefit
of Adair County, Oklahoma (the "County"), for value received, hereby promises to
pay, from the sources hereinafter described, the Principal Amount stated above,
in lawful money of the