ANY THEREOF) IN CONNECTION WITH SUCH COVENANTS OR PROVISIONS,
BUT SHALL CONTINUE TO BE DEEMED "OUTSTANDING" FOR ALL OTHER PURPOSES HEREUNDER.
FOR THIS PURPOSE, SUCH COVENANT DEFEASANCE MEANS THAT, WITH RESPECT TO THE
OUTSTANDING NOTES, THE COMPANY MAY OMIT TO COMPLY WITH AND SHALL HAVE NO
LIABILITY IN RESPECT OF ANY TERM, CONDITION OR LIMITATION SET FORTH IN ANY SUCH
COVENANT OR PROVISION, WHETHER DIRECTLY OR INDIRECTLY, BY REASON OF ANY
REFERENCE ELSEWHERE HEREIN TO ANY SUCH COVENANT OR PROVISION OR BY REASON OF ANY
REFERENCE IN ANY SUCH COVENANT OR PROVISION TO ANY OTHER PROVISION HEREIN OR IN
ANY OTHER DOCUMENT AND SUCH OMISSION TO COMPLY SHALL NOT CONSTITUTE A DEFAULT OR
AN EVENT OF DEFAULT UNDER SECTION 601, BUT, EXCEPT AS SPECIFIED ABOVE, THE
REMAINDER OF THIS INDENTURE AND SUCH OUTSTANDING NOTES SHALL BE UNAFFECTED
THEREBY.
SECTION 1204
CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.
THE
FOLLOWING SHALL BE THE CONDITIONS TO APPLICATION OF EITHER SECTION 1202 OR
SECTION 1203 TO THE OUTSTANDING NOTES:
(1)
THE COMPANY SHALL HAVE IRREVOCABLY DEPOSITED OR CAUSED TO BE
DEPOSITED WITH THE TRUSTEE, IN TRUST, MONEY OR U.S. GOVERNMENT OBLIGATIONS, OR A
COMBINATION THEREOF, IN AMOUNTS AS WILL BE SUFFICIENT (WITHOUT REINVESTMENT), TO
PAY AND DISCHARGE THE
H-115
PRINCIPAL OF, AND PREMIUM, IF ANY, AND INTEREST ON THE DEFEASED NOTES TO THE
STATED MATURITY OR RELEVANT REDEMPTION DATE IN ACCORDANCE WITH THE TERMS OF THIS
INDENTURE AND THE NOTES (PROVIDED THAT IF SUCH REDEMPTION SHALL BE PURSUANT TO
SECTION 1001(C), (X) THE AMOUNT OF MONEY OR U.S. GOVERNMENT OBLIGATIONS OR A
COMBINATION THEREOF THAT THE COMPANY MUST IRREVOCABLY DEPOSIT OR CAUSE TO BE
DEPOSITED SHALL BE DETERMINED USING AN ASSUMED APPLICABLE PREMIUM CALCULATED AS
OF THE DATE OF SUCH DEPOSIT AND ASSUMING THE PAYMENT OF ANY UNPAID INTEREST IN
THE FORM OF CASH INTEREST, AS CALCULATED BY THE COMPANY, AND (Y) THE COMPANY
MUST IRREVOCABLY DEPOSIT OR CAUSE TO BE DEPOSITED ADDITIONAL MONEY IN TRUST ON
THE REDEMPTION DATE, AS REQUIRED BY SECTION 1006, AS NECESSARY TO PAY THE
APPLICABLE PREMIUM AS DETERMINED ON SUCH DATE);
(2)
NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING ON THE DATE OF SUCH DEPOSIT;
(3)
SUCH DEPOSIT SHALL NOT RESULT IN A BREACH OR VIOLATION OF, OR
CONSTITUTE A DEFAULT OR EVENT OF DEFAULT UNDER, THIS INDENTURE OR ANY OTHER
MATERIAL AGREEMENT OR INSTRUMENT TO WHICH THE COMPANY IS A PARTY OR BY WHICH IT
IS BOUND;
(4)
IN THE CASE OF AN ELECTION UNDER SECTION 1202, THE COMPANY SHALL
HAVE DELIVERED TO THE TRUSTEE AN OPINION OF COUNSEL FROM DEBEVOISE & PLIMPTON
LLP OR OTHER COUNSEL IN THE UNITED STATES TO THE EFFECT THAT (X) THE COMPANY HAS
RECEIVED FROM, OR THERE HAS BEEN PUBLISHED BY, THE INTERNAL REVENUE SERVICE A
RULING OR (Y) SINCE THE CLOSING DATE, THERE HAS BEEN A CHANGE IN THE APPLICABLE
FEDERAL INCOME TAX LAW, IN EITHER CASE TO THE EFFECT THAT, AND BASED THEREON
SUCH OPINION SHALL CONFIRM TO THE EFFECT THAT, THE HOLDERS