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                  (vi) Prior to due presentment for the registration of a
            transfer of any Note, the Trustee, any Agent and the Issuers may
            deem and treat the Person in whose name any Note is registered as
            the absolute owner of such Note for the purpose of receiving payment
            of principal of and interest on such Notes and for all other
            purposes, and none of the Trustee, any Agent or the Issuers shall be
            affected by notice to the contrary.

                  (vii) The Trustee shall authenticate Global Notes and
            Definitive Notes in accordance with the provisions of Section 2.02.

                  (viii) All certifications, certificates and Opinions of
            Counsel required to be submitted to the Registrar pursuant to this
            Section 2.06 to effect a registration of transfer or exchange may be
            submitted by facsimile.

Section 2.07. Replacement Notes.

      If any mutilated Note is surrendered to the Trustee or the Issuers and the
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Note, the Issuers shall issue (and, in the case of the Guarantee, the
Guarantor shall issue) and the Trustee, upon receipt of an Authentication Order,
shall authenticate a replacement Note (with a corresponding Guarantee) if the
Trustee's requirements are met. If required by the Trustee or the Issuers, an
indemnity bond must be supplied by the Holder that is sufficient in the judgment
of the Trustee and the Issuers to protect the Issuers, the Trustee, any Agent
and any authenticating agent from any loss that any of them may suffer if a Note
is replaced. The Issuers may charge for their expenses in replacing a Note.

      Every replacement Note (with corresponding Guarantee) is an additional
obligation of the Issuers and the Guarantor and shall be entitled to all of the
benefits of this Indenture equally and proportionately with all other Notes
(with corresponding Guarantees) duly issued hereunder.

Section 2.08. Outstanding Notes.

      The Notes outstanding at any time are all the Notes authenticated by the
Trustee except for those canceled by it, those delivered to it for cancellation,
those reductions in the interest in a Global Note effected by the Trustee in
accordance with the provisions, and those described in this Section as not
outstanding. Except as set forth in Section 2.09, a Note does not cease to be
outstanding because either of the Issuers, the Guarantor or an Affiliate of the
Issuers or the Guarantor holds the Note; however, Notes held by an Issuer, the
Guarantor or a Subsidiary of an Issuer or the Guarantor shall not be deemed to
be outstanding for purposes of Section 3.07(b).

      If a Note is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

      If the principal amount of any Note is considered paid under Section 4.01,
it ceases to be outstanding and interest on it ceases to accrue.

      If the Paying Agent (other than an Issuer, a Subsidiary or an Affiliate of
any thereof) holds, on a redemption date or maturity date, money sufficient to
pay Notes payable on that date, then on and after that date such Notes shall be
deemed to be no longer outstanding and shall cease to accrue interest.