AND ASSETS SUBSTANTIALLY AS
AN ENTIRETY TO ANY PERSON, THE ENTITY FORMED BY SUCH CONSOLIDATION OR INTO WHICH
THE COMPANY IS MERGED OR THE PERSON THAT ACQUIRES BY CONVEYANCE OR TRANSFER, OR
THAT LEASES, THE PROPERTIES AND ASSETS OF THE COMPANY SUBSTANTIALLY AS AN
ENTIRETY SHALL BE AN ENTITY ORGANIZED AND EXISTING UNDER THE LAWS OF THE UNITED
STATES OF AMERICA OR ANY STATE OR TERRITORY THEREOF OR THE DISTRICT OF COLUMBIA
AND SHALL EXPRESSLY ASSUME, BY AN
INDENTURE SUPPLEMENTAL HERETO, EXECUTED AND
DELIVERED TO THE TRUSTEE, THE DUE AND PUNCTUAL PAYMENT OF THE PRINCIPAL OF AND
ANY PREMIUM AND INTEREST (INCLUDING ANY ADDITIONAL INTEREST) ON ALL THE
SECURITIES AND THE PERFORMANCE OF ALL OTHER OBLIGATIONS AND EVERY COVENANT, TERM
AND PROVISION OF THIS INDENTURE ON THE PART OF THE COMPANY TO BE PERFORMED OR
OBSERVED;
(II)
IMMEDIATELY AFTER GIVING EFFECT TO SUCH TRANSACTION, NO EVENT OF
DEFAULT, AND NO EVENT THAT, AFTER NOTICE OR LAPSE OF TIME, WOULD CONSTITUTE AN
EVENT OF DEFAULT, SHALL HAVE HAPPENED AND BE CONTINUING;
(III)
THE COMPANY HAS DELIVERED TO THE TRUSTEE AN OFFICERS' CERTIFICATE
AND AN OPINION OF COUNSEL, EACH STATING THAT SUCH CONSOLIDATION, MERGER,
CONVEYANCE, TRANSFER OR LEASE AND, IF A SUPPLEMENTAL INDENTURE IS REQUIRED IN
CONNECTION WITH SUCH TRANSACTION, ANY SUCH SUPPLEMENTAL INDENTURE COMPLY WITH
THIS
ARTICLE VIII AND THAT ALL CONDITIONS PRECEDENT HEREIN PROVIDED FOR
RELATING TO SUCH TRANSACTION HAVE BEEN COMPLIED WITH; AND THE TRUSTEE MAY RELY
UPON SUCH OFFICERS' CERTIFICATE AND OPINION OF COUNSEL AS CONCLUSIVE EVIDENCE
THAT SUCH TRANSACTION COMPLIES WITH THIS SECTION 8.1; AND
(IV)
PRIOR WRITTEN APPROVAL OF SUCH TRANSACTION BY THE HOLDERS OF A
MAJORITY IN AGGREGATE PRINCIPAL AMOUNT OF OUTSTANDING SECURITIES;
provided, however, that, in lieu of the foregoing clauses (i), (ii), (iii) and
(iv), the Company may consolidate with or merge with or into any other Person,
or convey, transfer or lease its properties and assets substantially as an
entirety to any Person if such consolidation, merger, conveyance, transfer or
lease constitutes a Change of Control and, in connection with such transaction,
the Company complies with Section 10.5 and delivers to the Trustee an Officers'
Certificate attesting to such compliance, as to which the Trustee may rely as
conclusive evidence that such transaction complies with this Section 8.1.
52
(B)
THE PROVISIONS OF SECTION 8.1 OF THE GUARANTEE ARE INCORPORATED
HEREIN BY REFERENCE.
SECTION 8.2
SUCCESSOR COMPANY SUBSTITUTED.
(A)
UPON ANY CONSOLIDATION OR MERGER BY THE COMPANY WITH OR INTO ANY
OTHER PERSON, OR ANY CONVEYANCE, TRANSFER OR LEASE BY THE COMPANY OF ITS
PROPERTIES AND ASSETS SUBSTANTIALLY AS AN ENTIRETY TO ANY PERSON IN ACCORDANCE
WITH SECTION 8.1(I)-(IV) (DISREGARDING THE PROVISO) AND THE EXECUTION AND
DELIVERY TO THE TRUSTEE OF THE SUPPLEMENTAL INDENTURE DESCRIBED IN SECTION 8.1
THE SUCCESSOR ENTITY FORMED BY SUCH CONSOLIDATION OR INTO WHICH THE COMPANY IS
MERGED OR TO WHICH SUCH CONVEYANCE, TRANSFER OR LEASE IS MADE SHALL SUCCEED TO,
AND BE SUBSTITUTED FOR, AND SHALL BE LIABLE FOR EVERY OBLIGATION OF AND MAY
EXERCISE EVERY