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<PAGE>   103
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 Issuers,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture, when

                 (1) either

                          (A) all Notes theretofore authenticated and delivered
         (other than (i) Notes which have been destroyed, lost or stolen and
         which have been replaced or paid as provided in Section 2.07 and (ii)
         Notes for whose payment money has theretofore been deposited in trust
         or segregated and held in trust by the Issuers and thereafter repaid
         to the Issuers or discharged from such trust,) have been delivered to
         the Trustee for cancellation; or

                          (B) all such Notes not theretofore delivered to the
Trustee for cancellation

                                  (i) have become due and payable, or

                                  (ii) will become due and payable at their
Stated Maturity within one year, or

                                  (iii) 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 Issuers,

         and the Issuers, in the case of (i), (ii) or (iii) above, have
         deposited or caused to be deposited with the Trustee as trust funds in
         trust for the purpose an amount sufficient to pay and discharge the
         entire indebtedness on such Notes not theretofore delivered to the
         Trustee for cancellation, for principal (and premium, if any) and
         interest to the date of such deposit (in the case of Notes which have
         become due and payable) or to the maturity or redemption thereof, as
         the case may be;

                 (2) the Issuers have paid or caused to be paid all other sums
                     payable hereunder by the Issuers; and

                 (3) each of the Issuers have 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 pursuant to
this Article 11, the obligations of the Issuers to the Trustee under Section
7.07, and, if money shall have been deposited with the Trustee pursuant to
subclause (B) of clause (1) of this Section, the obligations of the Trustee
under Section 11.02 shall survive.