AMOUNT OF SUCH PORTION PLUS ANY ACCRUED INTEREST THEREON ON THE
DATE OF REDEMPTION.
THE "MANDATORY PRINCIPAL REDEMPTION AMOUNT" WITH RESPECT TO
AN ACCRUAL PERIOD MEANS THE PORTION OF A NOTE REQUIRED TO BE REDEEMED TO PREVENT
SUCH NOTE FROM BEING TREATED AS AN "APPLICABLE HIGH YIELD DISCOUNT OBLIGATION"
WITHIN THE MEANING OF SECTION 163(I)(1) OF THE CODE.
NO PARTIAL REDEMPTION OR
REPURCHASE OF THE NOTES PRIOR TO AN AHYDO REDEMPTION DATE PURSUANT TO ANY OTHER
PROVISION OF THIS INDENTURE WILL ALTER THE COMPANY'S OBLIGATION TO MAKE A
MANDATORY PRINCIPAL REDEMPTION WITH RESPECT TO ANY NOTES THAT REMAIN OUTSTANDING
ON SUCH AHYDO REDEMPTION DATE.
SECTION 1009
NOTES REDEEMED IN PART.
ANY NOTE THAT IS TO BE REDEEMED
ONLY IN PART SHALL BE SURRENDERED AT THE PLACE OF PAYMENT (WITH, IF THE COMPANY
OR THE TRUSTEE SO REQUIRES, DUE ENDORSEMENT BY, OR A WRITTEN INSTRUMENT OF
TRANSFER IN FORM SATISFACTORY TO THE COMPANY AND THE TRUSTEE DULY EXECUTED BY,
THE HOLDER THEREOF OR ITS ATTORNEY DULY AUTHORIZED IN WRITING) AND THE COMPANY
SHALL EXECUTE AND THE TRUSTEE SHALL AUTHENTICATE AND DELIVER TO THE HOLDER OF
SUCH NOTE WITHOUT SERVICE CHARGE, A NEW NOTE OR NOTES, OF ANY AUTHORIZED
DENOMINATION AS REQUESTED BY SUCH HOLDER IN AGGREGATE PRINCIPAL AMOUNT EQUAL TO
AND IN EXCHANGE FOR THE UNREDEEMED PORTION OF THE PRINCIPAL OF THE NOTE SO
SURRENDERED.
H-112
ARTICLE XI
SATISFACTION AND DISCHARGE
SECTION 1101
SATISFACTION AND DISCHARGE OF INDENTURE.
THIS INDENTURE
SHALL BE DISCHARGED AND SHALL CEASE TO BE OF FURTHER EFFECT (EXCEPT AS TO ANY
SURVIVING RIGHTS OF REGISTRATION OF TRANSFER OR EXCHANGE OF NOTES HEREIN
EXPRESSLY PROVIDED FOR), AND THE TRUSTEE, ON DEMAND OF AND AT THE EXPENSE OF THE
COMPANY, SHALL EXECUTE PROPER INSTRUMENTS ACKNOWLEDGING SATISFACTION AND
DISCHARGE OF THIS INDENTURE, WHEN
(I)
EITHER
(a)
all Notes theretofore authenticated and delivered (other than
(i) Notes that have been destroyed, lost or stolen and that have been replaced
or paid as provided in Section 306, and (ii) Notes for whose payment money has
theretofore been deposited in trust or segregated and held in trust by the
Company and thereafter repaid to the Company or discharged from such trust, as
provided in Section 403) have been cancelled or delivered to the Trustee for
cancellation; or
(b)
all such Notes not theretofore cancelled or 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)
have been or are to be called for redemption within one year under
arrangements reasonably satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Company,
(II)
THE COMPANY HAS IRREVOCABLY DEPOSITED OR CAUSED TO BE DEPOSITED
WITH THE TRUSTEE MONEY, U.S. GOVERNMENT OBLIGATIONS OR A COMBINATION THEREOF,
SUFFICIENT (WITHOUT REINVESTMENT) TO PAY AND DISCHARGE THE ENTIRE INDEBTEDNESS
ON SUCH NOTES NOT THERETOFORE CANCELLED OR DELIVERED TO THE TRUSTEE FOR
CANCELLATION, FOR PRINCIPAL (AND PREMIUM, IF