otherwise provided in this
Section 4.1) 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
(A)
EITHER
(I)
ALL SECURITIES THERETOFORE AUTHENTICATED AND DELIVERED (OTHER
THAN (A) SECURITIES THAT HAVE BEEN MUTILATED, DESTROYED, LOST OR STOLEN AND THAT
HAVE BEEN REPLACED OR PAID AS PROVIDED IN SECTION 3.6 AND (B) SECURITIES 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 10.2) HAVE BEEN DELIVERED TO THE TRUSTEE
FOR CANCELLATION; OR
(II)
ALL SUCH SECURITIES NOT THERETOFORE DELIVERED TO THE TRUSTEE FOR
CANCELLATION
(A)
HAVE BECOME DUE AND PAYABLE, OR
(B)
WILL BECOME DUE AND PAYABLE AT THEIR STATED MATURITY WITHIN ONE
YEAR OF THE DATE OF DEPOSIT, OR
33
(C)
ARE TO BE CALLED FOR REDEMPTION WITHIN ONE YEAR UNDER ARRANGEMENTS
SATISFACTORY TO THE TRUSTEE FOR THE GIVING OF NOTICE OF REDEMPTION BY THE
TRUSTEE IN THE NAME, AND AT THE EXPENSE, OF THE COMPANY, OR
(D)
ARE TO BE CALLED FOR REDEMPTION PURSUANT TO THE
TERMS OF
SECTION 10.5,
and the Company, in the case of subclause (ii)(A), (B), (C) or (D) above, has
deposited or caused to be deposited with the Trustee as trust funds in trust for
such purpose (x) an amount in the currency or currencies in which the Securities
are payable, (y) Government Obligations which through the scheduled payment of
principal and interest in respect thereof in accordance with their terms will
provide, not later than the due date of any payment, money in an amount, or
(z) a combination thereof, in each case sufficient, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge the
entire indebtedness on such Securities not theretofore delivered to the Trustee
for cancellation, for principal and any premium and interest (including any
Additional Interest) to the date of such deposit (in the case of Securities that
have become due and payable) or to the Stated Maturity (or any date of principal
repayment upon early maturity) or Redemption Date, as the case may be;
(B)
THE COMPANY HAS PAID OR CAUSED TO BE PAID ALL OTHER SUMS PAYABLE
HEREUNDER BY THE COMPANY OR THE GUARANTOR; AND
(C)
THE COMPANY HAS DELIVERED TO THE TRUSTEE AN OFFICERS' CERTIFICATE
AND AN OPINION OF COUNSEL EACH STATING THAT ALL CONDITIONS PRECEDENT HEREIN
PROVIDED FOR RELATING TO THE SATISFACTION AND DISCHARGE OF THIS INDENTURE HAVE
BEEN COMPLIED WITH.
Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.6, the obligations of
the Company to any Authenticating Agent under Section 6.11 and, if money shall
have been deposited with the Trustee pursuant to subclause (a)(ii) of this
Section 4.1, the obligations of the Trustee under Section 4.2 and