Exhibit 4.5
PAYING AGENT
AGREEMENT
THIS PAYING AGENT AGREEMENT (the
“Agreement”) is made as of the _______ day of February,
2007 between Wells Fargo Bank, National Association , a
national banking association maintaining its principal corporate
trust office at Sixth Street & Marquette Ave; N9303-120,
Minneapolis, MN 55479 (the “Paying Agent”), and STEN
Corporation , a Minnesota corporation maintaining its principal
place of business at 10275 Wayzata Blvd., Suite 310, Minnetonka,
Minnesota 55305 (the “Issuer”).
WHEREAS, the Issuer has
authorized and proposes to issue up to $25 million aggregate
principal amount of its Unsecured Subordinated Renewable Notes (the
“Notes”) pursuant to an Indenture dated as of February
__, 2007 (the “Indenture”), between the Issuer and
Wells Fargo Bank, National Association, as trustee (the
“Trustee”);
WHEREAS, the Issuer
desires to appoint the Paying Agent as paying agent with respect to
the Notes; and
WHEREAS, the Paying
Agent agrees to act as such paying agent in accordance with, and
subject to the terms and provisions of, this Agreement, the
Indenture, the Notes and the Prospectus dated ________, 2007, as it
may be supplemented from time to time (as so supplemented, the
“Prospectus”);
NOW, THEREFORE, in
consideration of the mutual promises hereinafter contained, the
Paying Agent and the Issuer hereby covenant and agree as
follows:
ARTICLE
I
APPOINTMENT
Section
1.1.
The Issuer hereby
appoints the Paying Agent as its paying agent with respect to the
Notes to perform the duties hereinafter set forth.
Section
1.2.
The Paying Agent hereby
accepts such appointment in accordance with, and subject to, the
terms and provisions of this Agreement, and subject to the terms
and provisions of the Indenture, the Notes and the Prospectus as
such terms and provisions relate to the Paying Agent, and agrees to
perform the duties hereinafter set forth and set forth in the
Indenture, the Notes and the Prospectus. The Issuer shall be
entitled to receive interest or earnings on or with respect to any
amounts held or deposited with the Paying Agent overnight or over a
holiday or weekend, in which event the Paying Agent shall remit to
the Issuer any interest or earnings accrued or earned pursuant to
the Issuer’s direction to invest such amounts. Any
interest or earnings on or with respect to any amount held by or
deposited with the Paying Agent hereunder shall be remitted to the
Issuer in accordance with the Issuer’s written instructions.
The Paying Agent shall be under no duty or obligation to
collateralize or pledge any security therefore, or to segregate
such amounts except as required by law.
1
ARTICLE
II
DEPOSIT OF
FUNDS
Section
2.1.
On the business day
immediately prior to each interest or principal payment date
described in Article III, the Issuer shall deposit, or cause to be
deposited, with the Paying Agent immediately available funds in an
amount equal to the aggregate amount to be paid by the Paying Agent
on such payment date. In the event the amount deposited with
respect to a payment date is less than the sum of the aggregate
amounts specified in statements furnished to the Paying Agent
pursuant to this Article with respect to such payment date, the
Paying Agent shall immediately notify the Issuer, and shall effect
no payments with respect to such payment date until such
discrepancy has been resolved. Until paid as hereinafter provided,
the Paying Agent shall hold such amounts in trust for the benefit
of the holders of the Notes, and the Issuer shall deposit with the
Paying Agent such additional funds as may be required to pay
additional interest to such holders in the event that their
interest or principal payments are so delayed as required under the
Indenture. The Paying Agent shall not pay any interest or earnings
on or with respect to amounts held or deposited hereunder to the
Issuer, except as otherwise provided in Section 1.2
hereof.
ARTICLE
III
PAYMENTS
Section
3.1.
Not later than two
business days prior to any date on which interest or principal on
the Notes is due and payable, the Issuer shall furnish, or cause to
be furnished, to the Paying Agent a file containing information
necessary for the Paying Agent to effect such interest or principal
payments (each, a “Payment File”). Payment Files
shall include amounts payable (net of any tax withholding amounts),
and complete bank account information for each individual payment,
and be delivered to the Paying Agent by the Issuer, or agent
thereof, in an electronic format satisfactory to the Paying
Agent.
Section
3.2
Not later than five
business days prior to the initial payment date, the Issuer will
furnish, or cause to be furnished, to the Paying Agent a
“test” Payment File containing information necessary
for the Paying Agent to verify the information submitted will
accurately map to the payment system to ensure timely and accurate
payments are made.
Section
3.3.
The Paying Agent shall
effect payment of interest on the Notes as such becomes due and
payable on the respective interest payment dates. Except as
otherwise required pursuant to the terms of the Notes, the
Indenture or the Prospectus, such payment shall be accomplished by
the Paying Agent electronically transferring such amounts to an
account specified by the registered owner of the Note on the record
date in a designation in form and substance satisfactory to the
Paying Agent (such designation to be received by the Paying Agent
from the Issuer or its agent no later than the record
date).
Section
3.4.
The Paying Agent shall,
at the direction of the Issuer or its agent, effect payment in full
of principal on the Notes as of the respective maturity dates,
unless the term of the related Note is renewed or such Note becomes
due and payable on an earlier date by acceleration, redemption,
repurchase or otherwise pursuant to the terms of the Note, the
Indenture or the Prospectus. If the Notes are issued as
definitive, certificated securities pursuant to the Indenture, then
the Paying Agent shall effect payment of the principal of the Notes
upon the presentation and surrender of the Notes at the principal
corporate trust office of the Paying Agent (a) at maturity, (b)
upon redemption or repurchase of the Notes or (c) as otherwise
provided by the Notes, the Indenture or the Prospectus. If
the Notes are issued in book-entry form pursuant to the Indenture,
then the Paying Agent shall effect payment of the principal of each
Note upon a direction, instruction or confirmation from the Issuer
or registrar as the Issuer’s agent that the book-entry
account evidencing such Note is being terminated and cancelled as
paid in full (a) at maturity, (b) upon redemption or repurchase of
the Notes or (c) as otherwise provided by the Notes, the Indenture
or the Prospectus.
Section
3.5.
Notwithstanding any
provision elsewhere contained herein, payments by the Paying Agent
shall be made only out of amounts deposited with the Paying Agent
by or on behalf of the Issuer with respect to such
payment.
Section
3.6.
The Paying Agent will
not charge, impose, collect or receive, from the holder or owner of
any Note, any fee or consideration for any services performed in
connection with any payment of principal or interest to such holder
or owner, and any charge for postage, for wiring payment, or
otherwise, shall be charged to and collected only from the
Issuer.
ARTICLE
IV
ADDITIONAL DUTIES OF
PAYING AGENT
Section
4.1.
The Paying Agent shall:
(i) keep and maintain such records in such form and manner
consistent with persons providing similar paying agent services;
and (ii) perform such related duties as may be necessary for the
Paying Agent to perform. Such records shall upon prior written
request be available for inspection by authori
