generally in
use) in addition to serial numbers; if so, the Trustee shall use such CUSIP
numbers in addition to serial numbers in notices to Holders as a convenience to
Holders; provided that any such notice may state that no representation is made
as to the correctness of such CUSIP numbers either as printed on the Securities
or as contained in any notice and that reliance may be placed only on the serial
or other identification numbers printed on the Securities, and any such notice
shall not be affected by any defect in or omission of such CUSIP numbers.
ARTICLE IV
SATISFACTION AND DISCHARGE
Section 4.1
Satisfaction and Discharge of Indenture.
This Indenture shall upon Company Request cease to be of further effect (except
as to any surviving rights of conversion, or registration of transfer or
exchange, or replacement of Securities herein expressly provided for and any
right to receive Special Interest as provided in the Registration Rights
Agreement and in the form of Securities set forth in Section 2.2 and the
Company's obligations to the Trustee pursuant to Section 6.7), and the Trustee,
at the expense of the Company, shall execute proper instruments in form and
substance satisfactory to the Trustee acknowledging satisfaction and discharge
of this Indenture, when
(1)
EITHER
(A)
ALL SECURITIES THERETOFORE AUTHENTICATED AND DELIVERED (OTHER THAN
(A) SECURITIES WHICH HAVE BEEN 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 10.3) HAVE BEEN DELIVERED TO THE TRUSTEE FOR
CANCELLATION; OR
(B)
ALL SUCH SECURITIES NOT THERETOFORE DELIVERED TO THE TRUSTEE OR
ITS AGENT FOR CANCELLATION (OTHER THAN SECURITIES REFERRED TO IN CLAUSES (A) AND
(B) OF CLAUSE (1)(A) ABOVE)
(A)
HAVE BECOME DUE AND PAYABLE, OR
(B)
WILL HAVE BECOME DUE AND PAYABLE AT THEIR STATED MATURITY WITHIN ONE YEAR,
and the Company, in the case of clause (a) or (b) above, has deposited or caused
to be deposited with the Trustee as trust funds (immediately available to the
Holders in the case of clause (a)) in trust for the purpose an amount in cash
sufficient to pay and discharge the entire indebtedness on such Securities not
theretofore delivered to the Trustee for cancellation, for principal and
interest (including any Special Interest) to the date of such deposit (in the
case of Securities which have become due and payable) or to the Stated Maturity;
49
(2)
THE COMPANY HAS PAID OR CAUSED TO BE PAID ALL OTHER SUMS PAYABLE
HEREUNDER BY THE COMPANY; AND
(3)
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,