Exhibit 4.5


 


PACIFIC ENERGY PARTNERS, L.P.


 


and


 


PACIFIC ENERGY FINANCE CORPORATION


 


as Issuers,


 


PACIFIC
ENERGY GROUP LLC


 


PACIFIC
MARKETING AND TRANSPORTATION LLC


 


PACIFIC
ATLANTIC TERMINALS LLC


 


ROCKY
MOUNTAIN PIPELINE SYSTEM LLC


 


RANCH
PIPELINE LLC


 


PEG
CANADA GP LLC


 


and


 


PEG
CANADA, L.P.


 


as Subsidiary Guarantors,


 


 


and


 


 


[                    ],

as Trustee


 


 


INDENTURE


 


 


Dated as of                         ,
          


 


 


Debt Securities


 





















 


CROSS-REFERENCE TABLE


 


	
  TIA
  Section

  	
   

  	
  Indenture

  Section

  	
   

  
	
  310(a)

  	
   

  	
  7.10

  	
   

  
	
  (b)

  	
   

  	
  7.10

  	
   

  
	
  (c)

  	
   

  	
  N.A.

  	
   

  
	
  311(a)

  	
   

  	
  7.11

  	
   

  
	
  (b)

  	
   

  	
  7.11

  	
   

  
	
  (c)

  	
   

  	
  N.A.

  	
   

  
	
  312(a)

  	
   

  	
  5.01

  	
   

  
	
  (b)

  	
   

  	
  5.02

  	
   

  
	
  (c)

  	
   

  	
  5.02

  	
   

  
	
  313(a)

  	
   

  	
  5.03

  	
   

  
	
  (b)

  	
   

  	
  5.03

  	
   

  
	
  (c)

  	
   

  	
  13.03

  	
   

  
	
  (d)

  	
   

  	
  5.03

  	
   

  
	
  314(a)

  	
   

  	
  4.05

  	
   

  
	
  (b)

  	
   

  	
  N.A.

  	
   

  
	
  (c)(1)

  	
   

  	
  13.05

  	
   

  
	
  (c)(2)

  	
   

  	
  13.05

  	
   

  
	
  (c)(3)

  	
   

  	
  N.A.

  	
   

  
	
  (d)

  	
   

  	
  N.A.

  	
   

  
	
  (e)

  	
   

  	
  13.05

  	
   

  
	
  (f)

  	
   

  	
  N.A.

  	
   

  
	
  315(a)

  	
   

  	
  7.01

  	
   

  
	
  (b)

  	
   

  	
  6.07 &
  13.03

  	
   

  
	
  (c)

  	
   

  	
  7.01

  	
   

  
	
  (d)

  	
   

  	
  7.01

  	
   

  
	
  (e)

  	
   

  	
  6.08

  	
   

  
	
  316(a) (last sentence)

  	
   

  	
  1.01

  	
   

  
	
  (a)(1)(A)

  	
   

  	
  6.06

  	
   

  
	
  (a)(1)(B)

  	
   

  	
  6.06

  	
   

  
	
  (a)(2)

  	
   

  	
  9.01(d)

  	
   

  
	
  (b)

  	
   

  	
  6.04

  	
   

  
	
  (c)

  	
   

  	
  5.04

  	
   

  
	
  317(a)(1)

  	
   

  	
  6.02

  	
   

  
	
  (a)(2)

  	
   

  	
  6.02

  	
   

  
	
  (b)

  	
   

  	
  4.04

  	
   

  
	
  318(a)

  	
   

  	
  13.07

  	
   

  



 










N.A. means Not Applicable


 


NOTE:  This Cross-Reference table shall not, for any
purpose, be deemed part of this Indenture.


 





















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
   

  
	
  DEFINITIONS AND INCORPORATION BY REFERENCE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1.01

  	
  Definitions

  	
  1

  
	
  Section 1.02

  	
  Other
  Definitions

  	
  7

  
	
  Section 1.03

  	
  Incorporation
  by Reference of Trust Indenture Act

  	
  7

  
	
  Section 1.04

  	
  Rules of
  Construction

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  
	
  DEBT SECURITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.01

  	
  Forms
  Generally

  	
  7

  
	
  Section 2.02

  	
  Form of
  Trustee’s Certificate of Authentication

  	
  8

  
	
  Section 2.03

  	
  Principal
  Amount; Issuable in Series

  	
  8

  
	
  Section 2.04

  	
  Execution of
  Debt Securities

  	
  10

  
	
  Section 2.05

  	
  Authentication
  and Delivery of Debt Securities

  	
  11

  
	
  Section 2.06

  	
  Denomination
  of Debt Securities

  	
  12

  
	
  Section 2.07

  	
  Registration
  of Transfer and Exchange

  	
  13

  
	
  Section 2.08

  	
  Temporary
  Debt Securities

  	
  14

  
	
  Section 2.09

  	
  Mutilated,
  Destroyed, Lost or Stolen Debt Securities

  	
  15

  
	
  Section 2.10

  	
  Cancellation
  of Surrendered Debt Securities

  	
  15

  
	
  Section 2.11

  	
  Provisions
  of the Indenture and Debt Securities for the Sole Benefit of the Parties and
  the Holders

  	
  16

  
	
  Section 2.12

  	
  Payment of
  Interest; Interest Rights Preserved

  	
  16

  
	
  Section 2.13

  	
  Securities
  Denominated in Dollars

  	
  16

  
	
  Section 2.14

  	
  Wire
  Transfers

  	
  16

  
	
  Section 2.15

  	
  Securities
  Issuable in the Form of a Global Security

  	
  16

  
	
  Section 2.16

  	
  Medium Term
  Securities

  	
  19

  
	
  Section 2.17

  	
  Defaulted
  Interest

  	
  20

  
	
  Section 2.18

  	
  CUSIP
  Numbers

  	
  21

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  
	
  REDEMPTION OF DEBT SECURITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.01

  	
  Applicability of Article

  	
  21

  
	
  Section 3.02

  	
  Notice of Redemption; Selection of Debt Securities

  	
  21

  
	
  Section 3.03

  	
  Payment of Debt Securities Called for Redemption

  	
  22

  
	
  Section 3.04

  	
  Mandatory and Optional Sinking Funds

  	
  23

  
	
  Section 3.05

  	
  Redemption of Debt Securities for Sinking Fund

  	
  23

  



 


ii





















 


	
  ARTICLE IV

  	
   

  
	
  PARTICULAR COVENANTS OF THE PARTNERSHIP

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.01

  	
  Payment of
  Principal of, and Premium, If Any, and Interest on, Debt Securities

  	
  25

  
	
  Section 4.02

  	
  Maintenance
  of Offices or Agencies for Registration of Transfer, Exchange and Payment of
  Debt Securities

  	
  25

  
	
  Section 4.03

  	
  Appointment
  to Fill a Vacancy in the Office of Trustee

  	
  26

  
	
  Section 4.04

  	
  Duties of
  Paying Agents, etc

  	
  26

  
	
  Section 4.05

  	
  SEC Reports;
  Financial Statements

  	
  27

  
	
  Section 4.06

  	
  Compliance
  Certificate

  	
  27

  
	
  Section 4.07

  	
  Further
  Instruments and Acts

  	
  28

  
	
  Section 4.08

  	
  Existence

  	
  28

  
	
  Section 4.09

  	
  Maintenance
  of Properties

  	
  28

  
	
  Section 4.10

  	
  Payment of
  Taxes and Other Claims

  	
  28

  
	
  Section 4.11

  	
  Waiver of
  Certain Covenants

  	
  29

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  
	
  HOLDERS’ LISTS AND REPORTS BY THE TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 5.01

  	
  Partnership
  to Furnish Trustee Information as to Names and Addresses of Holders;
  Preservation of Information

  	
  29

  
	
  Section 5.02

  	
  Communications
  to Holders

  	
  29

  
	
  Section 5.03

  	
  Reports by
  Trustee

  	
  30

  
	
  Section 5.04

  	
  Record Dates
  for Action by Holders

  	
  30

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  
	
  REMEDIES OF THE TRUSTEE AND HOLDERS IN
  EVENT OF DEFAULT

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.01

  	
  Events of
  Default

  	
  30

  
	
  Section 6.02

  	
  Collection
  of Debt by Trustee, etc

  	
  32

  
	
  Section 6.03

  	
  Application
  of Moneys Collected by Trustee

  	
  34

  
	
  Section 6.04

  	
  Limitation
  on Suits by Holders

  	
  34

  
	
  Section 6.05

  	
  Remedies
  Cumulative; Delay or Omission in Exercise of Rights Not a Waiver of Default

  	
  35

  
	
  Section 6.06

  	
  Rights of
  Holders of Majority in Principal Amount of Debt Securities to Direct Trustee
  and to Waive Default

  	
  35

  
	
  Section 6.07

  	
  Trustee to
  Give Notice of Defaults Known to It, but May Withhold Such Notice in
  Certain Circumstances

  	
  36

  
	
  Section 6.08

  	
  Requirement
  of an Undertaking to Pay Costs in Certain Suits under the Indenture or
  Against the Trustee

  	
  36

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
   

  
	
  CONCERNING THE TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 7.01

  	
  Certain
  Duties and Responsibilities

  	
  37

  
	
  Section 7.02

  	
  Certain
  Rights of Trustee

  	
  38

  



 


iii





















 


	
  Section 7.03

  	
  Trustee Not
  Liable for Recitals in Indenture or in Debt Securities

  	
  39

  
	
  Section 7.04

  	
  Trustee,
  Paying Agent or Registrar May Own Debt Securities

  	
  39

  
	
  Section 7.05

  	
  Moneys
  Received by Trustee to Be Held in Trust

  	
  39

  
	
  Section 7.06

  	
  Compensation
  and Reimbursement

  	
  40

  
	
  Section 7.07

  	
  Right of
  Trustee to Rely on an Officers’ Certificate Where No Other Evidence
  Specifically Prescribed

  	
  40

  
	
  Section 7.08

  	
  Separate
  Trustee; Replacement of Trustee

  	
  40

  
	
  Section 7.09

  	
  Successor
  Trustee by Merger

  	
  42

  
	
  Section 7.10

  	
  Eligibility;
  Disqualification

  	
  42

  
	
  Section 7.11

  	
  Preferential
  Collection of Claims Against Partnership

  	
  42

  
	
  Section 7.12

  	
  Compliance
  with Tax Laws

  	
  42

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  
	
  CONCERNING THE HOLDERS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.01

  	
  Evidence of
  Action by Holders

  	
  42

  
	
  Section 8.02

  	
  Proof of
  Execution of Instruments and of Holding of Debt Securities

  	
  43

  
	
  Section 8.03

  	
  Who May Be
  Deemed Owner of Debt Securities

  	
  43

  
	
  Section 8.04

  	
  Instruments
  Executed by Holders Bind Future Holders

  	
  43

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
   

  
	
  SUPPLEMENTAL INDENTURES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 9.01

  	
  Purposes for
  Which Supplemental Indenture May Be Entered into Without Consent of
  Holders

  	
  44

  
	
  Section 9.02

  	
  Modification
  of Indenture with Consent of Holders of Debt Securities

  	
  46

  
	
  Section 9.03

  	
  Effect of
  Supplemental Indentures

  	
  47

  
	
  Section 9.04

  	
  Debt
  Securities May Bear Notation of Changes by Supplemental Indentures

  	
  47

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
   

  
	
  CONSOLIDATION, MERGER, SALE OR CONVEYANCE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 10.01

  	
  Consolidations
  and Mergers of the Partnership

  	
  47

  
	
  Section 10.02

  	
  Rights and
  Duties of Successor Company

  	
  48

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
   

  
	
  SATISFACTION AND DISCHARGE OF

  INDENTURE; DEFEASANCE; UNCLAIMED MONEYS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 11.01

  	
  Applicability
  of Article

  	
  48

  
	
  Section 11.02

  	
  Satisfaction
  and Discharge of Indenture; Defeasance

  	
  48

  
	
  Section 11.03

  	
  Conditions
  of Defeasance

  	
  49

  
	
  Section 11.04

  	
  Application
  of Trust Money

  	
  51

  
	
  Section 11.05

  	
  Repayment to
  Partnership

  	
  51

  
	
  Section 11.06

  	
  Indemnity
  for U.S. Government Obligations

  	
  51

  



 


iv





















 


	
  Section 11.07

  	
  Reinstatement

  	
  51

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII

  	
   

  
	
  [RESERVED]

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  	
   

  
	
  MISCELLANEOUS PROVISIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 13.01

  	
  Successors
  and Assigns of Partnership Bound by Indenture

  	
  51

  
	
  Section 13.02

  	
  Acts of
  Board, Committee or Officer of Successor Company Valid

  	
  51

  
	
  Section 13.03

  	
  Required
  Notices or Demands

  	
  52

  
	
  Section 13.04

  	
  Indenture
  and Debt Securities to Be Construed in Accordance with the Laws of the State
  of New York

  	
  53

  
	
  Section 13.05

  	
  Officers’
  Certificate and Opinion of Counsel to Be Furnished upon Application or Demand
  by the Partnership

  	
  53

  
	
  Section 13.06

  	
  Payments Due
  on Legal Holidays

  	
  53

  
	
  Section 13.07

  	
  Provisions
  Required by TIA to Control

  	
  54

  
	
  Section 13.08

  	
  Computation
  of Interest on Debt Securities

  	
  54

  
	
  Section 13.09

  	
  Rules by
  Trustee, Paying Agent and Registrar

  	
  54

  
	
  Section 13.10

  	
  No Recourse
  Against Others

  	
  54

  
	
  Section 13.11

  	
  Severability

  	
  54

  
	
  Section 13.12

  	
  Effect of
  Headings

  	
  54

  
	
  Section 13.13

  	
  Indenture May Be
  Executed in Counterparts

  	
  54

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIV

  	
   

  
	
  GUARANTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 14.01

  	
  Unconditional
  Guarantee

  	
  54

  
	
  Section 14.02

  	
  Execution
  and Delivery of Guarantee

  	
  56

  
	
  Section 14.03

  	
  Limitation
  on Subsidiary Guarantors’ Liability

  	
  57

  
	
  Section 14.04

  	
  Release of
  Subsidiary Guarantors from Guarantee.

  	
  57

  
	
  Section 14.05

  	
  Subsidiary
  Guarantor Contribution

  	
  58

  
	
   

  	
   

  	
   

  
	
  Annex A

  	
  Notation
  of Guarantee

  	
  A-1

  



 


v





















 


THIS
INDENTURE dated as of                       ,
           is among Pacific
Energy Partners, L.P., a Delaware limited partnership (the “Partnership “),
Pacific Energy Finance Corp., a Delaware corporation (“Finance Corp” and,
together with the Partnership, the “Issuers”), 
Pacific Energy Group LLC, a Delaware limited liability company (“PEG LLC”),
Pacific Marketing and Transportation LLC, a Delaware limited liability company
(“PMT LLC”), Pacific Atlantic Terminals LLC, a Delaware limited liability
company (“PAT LLC”), Rocky Mountain Pipeline System LLC, a Delaware limited
liability company (“RMP LLC”), Ranch Pipeline LLC, a Delaware limited liability
company (“RP LLC”), PEG Canada GP LLC, a Delaware limited liability company (“Canada
GP”), PEG Canada, L.P., a Delaware limited partnership (“Canada LP,” and
together with PEG LLC, PMT LLC, PAT LLC, RMP LLC, RP LLC, Canada GP and Canada
LP, the “Subsidiary Guarantors”), and                                     ,
a                                     ,
as trustee (the “Trustee”).


 


RECITALS OF THE ISSUERS AND THE SUBSIDIARY GUARANTORS


 


WHEREAS, the Issuers and
Subsidiary Guarantors have duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of the Issuers’
debentures, notes, bonds or other evidences of indebtedness to be issued in one
or more series unlimited as to principal amount (herein called the “Debt
Securities”), and the Guarantee by each of the Subsidiary Guarantors of the
Debt Securities, as in this Indenture provided.


 


WHEREAS, the Issuers and the
Subsidiary Guarantors are members of the same consolidated group of
companies.  The Subsidiary Guarantors
will derive direct and indirect economic benefit from the issuance of the Debt
Securities.  Accordingly, each Subsidiary
Guarantor has duly authorized the execution and delivery of this Indenture to
provide for its full, unconditional and joint and several guarantee of the Debt
Securities to the extent provided in or pursuant to this Indenture.


 


WHEREAS, all things necessary
to make this Indenture a valid agreement of the Issuers, in accordance with its
terms, have been done.


 


NOW, THEREFORE,
THIS INDENTURE WITNESSETH


 


That in order to declare
the terms and conditions upon which the Debt Securities are authenticated,
issued and delivered, and in consideration of the premises, and of the purchase
and acceptance of the Debt Securities by the holders thereof, the Issuers and
the Trustee covenant and agree with each other, for the benefit of the
respective Holders from time to time of the Debt Securities or any series
thereof, as follows:


 


ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 1.01                                Definitions.  “Affiliate” of any specified Person means any
other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person. For the purposes
of this definition, “control” when used with respect to any specified Person
means the power to direct the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities, by contract
or otherwise; and the terms “controlling” and “controlled” have meanings
correlative to the


 





















 


foregoing. The
Trustee may request and may conclusively rely upon an Officers’ Certificate to
determine whether any Person is an Affiliate of any specified Person.


 


“Agent” means any
Registrar or paying agent.


 


“Bankruptcy Law” means
Title 11, U.S. Code or any similar federal or state law for the relief of
debtors.


 


“Board of Directors”
means (i) with respect to a corporation, the board of directors of the
corporation or any committee thereof duly authorized to act on behalf of such
board, (ii) with respect to a partnership, the Board of Directors or Board
of Managers of the general partner of the partnership, or in the case of the
Partnership, the Board of Directors of Pacific Energy Management LLC, a
Delaware limited liability company and the general partner of the General
Partner, (iii) with respect to a limited liability company, the managing
member or members or any controlling committee of managing members thereof and (iv) with
respect to any other Person, the board or committee of such Person serving a
similar function. All references in this Indenture to “Board of Directors”
shall be deemed to refer to the Board of Directors of the Partnership, unless
otherwise expressly indicated or the context otherwise requires.


 


“Business Day” means any
day other than a Legal Holiday.


 


“capital stock” of any
Person means and includes any and all shares, rights to purchase, warrants or
options (whether or not currently exercisable), participations or other
equivalents of or interests in (however designated) the equity (which includes,
but is not limited to, common stock, preferred stock and partnership and joint
venture interests) of such Person (excluding any debt securities that are
convertible into, or exchangeable for, such equity).


 


“Custodian” means any
receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law.


 


“Debt” of any Person at
any date means any obligation created or assumed by such Person for the
repayment of borrowed money and any guarantee thereof.


 


“Debt Security” or “Debt
Securities” has the meaning stated in the first recital of this Indenture and
more particularly means any debt security or debt securities, as the case may
be, of any series authenticated and delivered under this Indenture.


 


“Default” means any
event, act or condition that is, or after notice or the passage of time or both
would be, an Event of Default.


 


“Depositary” means,
unless otherwise specified by the Issuers pursuant to either Section 2.03
or 2.15, with respect to Debt Securities of any series issuable or issued in
whole or in part in the form of one or more Global Securities, The Depository
Trust Company, New York, New York, or any successor thereto registered as a
clearing agency under the Exchange Act or other applicable statute or
regulations.


 


“Dollar” or “$” means
such currency of the United States as at the time of payment is legal tender
for the payment of public and private debts.


 


2





















 


“Exchange Act” means the
Securities Exchange Act of 1934, as amended, and any successor statute.


 


“Floating Rate Security”
means a Debt Security that provides for the payment of interest at a variable
rate determined periodically by reference to an interest rate index specified
pursuant to Section 2.03.


 


“GAAP” means generally
accepted accounting principles set forth in the opinions and pronouncements of
the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as may be
approved by a significant segment of the accounting profession of the United
States, as in effect from time to time.


 


“General Partner” means
Pacific Energy GP, L.P., a Delaware limited partnership, and its successors as
general partner of the Partnership.


 


“Global Security” means
with respect to any series of Debt Securities issued hereunder, a Debt Security
which is executed by the Issuers and authenticated and delivered by the Trustee
to the Depositary or pursuant to the Depositary’s instruction, all in
accordance with this Indenture and any Indentures supplemental hereto, or
resolution of the Board of Directors and set forth in an Officers’ Certificate,
which shall be registered in the name of the Depositary or its nominee and
which shall represent, and shall be denominated in an amount equal to the
aggregate principal amount of, all the Outstanding Debt Securities of such
series or any portion thereof, in either case having the same terms, including,
without limitation, the same original issue date, date or dates on which
principal is due and interest rate or method of determining interest.


 


“guarantee” means any
obligation, contingent or otherwise, of any Person directly or indirectly
guaranteeing any Debt or other obligation of any other Person and any
obligation, direct or indirect, contingent or otherwise, of such Person (a) to
purchase or pay (or advance or supply funds for the purchase or payment of)
such Debt or other obligation of such other Person (whether arising by virtue
of partnership arrangements, or by agreement to keep-well, to purchase assets,
goods, securities or services, to take-or-pay, or to maintain financial
statement conditions or otherwise) or (b) entered into for purposes of
assuring in any other manner the obligee of such Debt or other obligation of
the payment thereof or to protect such obligee against loss in respect thereof
(in whole or in part); provided, however, that the term “guarantee” shall not
include endorsements for collection or deposit in the ordinary course of
business.  The term “guarantee” used as a
verb has a corresponding meaning.


 


“Holder,” “Holder of Debt
Securities” or other similar terms means, a Person in whose name a Debt
Security is registered in the Debt Security Register (as defined in Section 2.07(a)).


 


“Indenture” means this
instrument as originally executed, or, if amended or supplemented as herein
provided, as so amended or supplemented and shall include the form and terms of
particular series of Debt Securities as contemplated hereunder, whether or not
a supplemental Indenture is entered into with respect thereto.


 


“Issuers” means the
Persons named as the “Issuers” in the first paragraph of this instrument until
a successor Persons or successor Persons shall have become such pursuant to the


 


3





















 


applicable
provisions of this Indenture, and thereafter “Issuers” shall mean such
successor Person or Persons.


 


 “Issuer Order” means a written order signed in
the name of the Issuers by the Chairman of the Board, the President or a Vice
President of each of the General Partner and Finance Corp, and by the
Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the
Secretary or an Assistant Secretary of each of the General Partner and Finance
Corp, and delivered to the Trustee, or if the Partnership shall change its form
of entity to other than a limited partnership, by Persons or officers, members,
agents and others holding positions comparable to those of the foregoing
nature, as applicable.


 


“Legal Holiday” means a
Saturday, a Sunday or a day on which banking institutions in the City of New
York, New York or at a Place of Payment are authorized by law, regulation or
executive order to remain closed.  If a
payment date is a Legal Holiday at a place of payment, payment may be made at
that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period.


 


“Lien” means, with
respect to any asset, any mortgage, lien, security interest, pledge, charge or
other encumbrance of any kind in respect of such asset, whether or not filed,
recorded or otherwise perfected under applicable law.


 


“Officer” means, with
respect to a Person, the Chairman of the Board, the President, any Vice
President, the Treasurer, any Assistant Treasurer, Controller, Secretary,
Assistant Secretary or any Assistant Vice President of such Person (or if such
person is a partnership, the general partner of such Person).


 


“Officers’ Certificate”
means a certificate signed by two Officers of each of (i) the Partnership
or the General Partner and (ii) Finance Corp; provided, however, one of
each such Officers is the principal executive officer, the principal financial
officer, the treasurer, the principal accounting officer, or any Person serving
in a substantially similar position, of each of (A) the Partnership or the
General Partner, as the case may be, and (B) Finance Corp.


 


“Opinion of Counsel”
means a written opinion from legal counsel who is acceptable to the
Trustee.  The counsel may be an employee
of or counsel to the Issuers or the Trustee.


 


“Original Issue Discount
Debt Security” means any Debt Security which provides for an amount less than
the principal amount thereof to be due and payable upon a declaration of
acceleration of the maturity thereof pursuant to Section 6.01.


 


“Outstanding,” when used
with respect to any series of Debt Securities, means, as of the date of
determination, all Debt Securities of that series theretofore authenticated and
delivered under this Indenture, except:


 


(a)                                  Debt
Securities of that series theretofore canceled by the Trustee or delivered to
the Trustee for cancellation;


 


(b)                                 Debt
Securities of that series for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Trustee or


 


4





















 


any paying agent (other
than the Issuers or any subsidiary of the issuers) in trust or set aside and
segregated in trust by the Issuers (if one of the Issuers shall act as paying
agent) for the Holders of such Debt Securities; provided, that, if such Debt
Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee
has been made; and


 


(c)                                  Debt
Securities of that series which have been paid pursuant to Section 2.09 or
in exchange for or in lieu of which other Debt Securities have been
authenticated and delivered pursuant to this Indenture, other than any such
Debt Securities in respect of which there shall have been presented to the
Trustee proof satisfactory to it that such Debt Securities are held by a bona
fide purchaser in whose hands such Debt Securities are valid obligations of the
Issuers;


 


provided, however, that
in determining whether the Holders of the requisite principal amount of the
Outstanding Debt Securities of any series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Debt Securities
owned by the Issuers or any other obligor upon the Debt Securities or any
Affiliates of the Issuers or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Debt Securities which an officer of
the Trustee actually knows to be so owned shall be so disregarded.  Debt Securities so owned which have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Trustee the pledgee’s right so to act with respect to
such Debt Securities and that the pledgee is not an Issuers or any other
obligor upon the Debt Securities or an Affiliates of the Issuers or of such
other obligor.  In determining whether
the Holders of the requisite principal amount of Outstanding Debt Securities
have given any request, demand, authorization, direction, notice, consent or
waiver hereunder, the principal amount of an Original Issue Discount Debt
Security that shall be deemed to be Outstanding for such purposes shall be the
amount of the principal thereof that would be due and payable as of the date of
such determination upon a declaration of acceleration of the maturity thereof
pursuant to Section 6.01.


 


“Partnership” means the
Person named as the “Partnership” in the first paragraph of this instrument
until a successor Person shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Partnership” shall mean such
successor Person.


 


“Person” means any
individual, corporation, partnership, joint venture, limited liability company,
incorporated or unincorporated association, joint-stock company, trust,
unincorporated organization or government or other agency or political
subdivision thereof or other entity of any kind.


 


“Redemption Date,” when
used with respect to any Debt Security to be redeemed, means the date fixed for
such redemption by or pursuant to this Indenture.


 


“SEC” means the
Securities and Exchange Commission.


 


5





















 


“Securities Act” means
the Securities Act of 1933, as amended, and any successor statute.


 


“Stated Maturity” means,
with respect to any security, the date specified in such security as the fixed
date on which the payment of principal of such security is due and payable,
including pursuant to any mandatory redemption provision (but excluding any
provision providing for the repurchase of such security at the option of the
holder thereof upon the happening of any contingency beyond the control of the
issuer unless such contingency has occurred).


 


“Subsidiary” of any
Person means:


 


(1)                                  any
corporation, association or other business entity of which more than 50% of the
total voting power of equity interests entitled, without regard to the
occurrence of any contingency, to vote in the election of directors, managers,
trustees or equivalent Persons thereof is at the time of determination owned or
controlled, directly or indirectly, by such Person or one or more of the other
Subsidiaries of such Person or combination thereof; or


 


(2)                                  in
the case of a partnership, more than 50% of the partners’ equity interests,
considering all partners’ equity interests as a single class, is at such time
of determination owned or controlled, directly or indirectly, by such Person or
one or more of the other Subsidiaries of such Person or combination thereof.


 


“Subsidiary Guarantors”
means the Person or Persons named as the “Subsidiary Guarantors” in the first
paragraph of this instrument until a successor Person or Persons shall have
become such pursuant to the applicable provisions of this Indenture, and
thereafter “Subsidiary Guarantors” shall mean such successor Person or Persons,
and any other Subsidiary of the Partnership who may execute this Indenture, or
a supplement thereto, for the purpose of providing a Guarantee of Debt
Securities pursuant to this Indenture.


 


“TIA” means the Trust
Indenture Act of 1939, as amended (15 U.S.C. §§77aaa-77bbbb), as in effect on
the date of this Indenture as originally executed and, to the extent required
by law, as amended.


 


“Trustee” initially means
                                        
and any other Person or Persons appointed as such from time to time pursuant to
Section 7.08, and, subject to the provisions of Article VII, includes
its or their successors and assigns.  If
at any time there is more than one such Person, “Trustee” as used with respect
to the Debt Securities of any series shall mean the Trustee with respect to the
Debt Securities of that series.


 


“Trust Officer” means any
officer or assistant officer of the Trustee assigned by the Trustee to
administer its corporate trust matters.


 


“United States” means the
United States of America (including the States and the District of Columbia),
its territories, its possessions and other areas subject to its jurisdiction.


 


6





















 


“U.S. Government
Obligations” means direct obligations of the United States of America,
obligations on which the payment of principal and interest is fully guaranteed
by the United States of America or obligations or guarantees for the payment of
which the full faith and credit of the United States of America is pledged.


 


“Yield to Maturity” means
the yield to maturity, calculated at the time of issuance of a series of Debt
Securities, or, if applicable, at the most recent redetermination of interest
on such series and calculated in accordance with accepted financial practice.


 


	
  Section 1.02

  	
   

  	
  Other

  	
   

  	
  Definitions

  



 


 




	
  . Term

  	
   

  	
  Defined in Section

  	
   

  
	
  “Debt Security
  Register”

  	
   

  	
  2.07

  	
   

  
	
  “Defaulted
  Interest”

  	
   

  	
  2.17

  	
   

  
	
  “Event of
  Default”

  	
   

  	
  6.01

  	
   

  
	
  “Funding
  Guarantor”

  	
   

  	
  14.05

  	
   

  
	
  “Guarantee”

  	
   

  	
  14.01

  	
   

  
	
  “Place of
  Payment”

  	
   

  	
  2.03

  	
   

  
	
  “Registrar”

  	
   

  	
  2.07

  	
   

  
	
  “Successor
  Company”

  	
   

  	
  10.01

  	
   

  






 


Section 1.03                                Incorporation
by Reference of Trust Indenture Act. 
Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Indenture.


 


All terms used in this
Indenture that are defined by the TIA, defined by TIA reference to another
statute or defined by SEC rule under the TIA have the meanings so assigned
to them.


 


Section 1.04                                Rules of
Construction.  Unless the context
otherwise requires:


 


(a)                                  a
term has the meaning assigned to it;


 


(b)                                 an
accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP;


 


(c)                                  “or”
is not exclusive;


 


(d)                                 words
in the singular include the plural, and in the plural include the singular;


 


(e)                                  provisions
apply to successive events and transactions; and


 


(f)                                    the
principal amount of any noninterest bearing or other discount security at any
date shall be the principal amount thereof that would be shown on a balance
sheet of the issuer dated such date prepared in accordance with GAAP.


 


7





















 


ARTICLE II

DEBT SECURITIES


 


Section 2.01                                Forms
Generally.  The Debt Securities of
each series shall be in substantially the form established without the approval
of any Holder by or pursuant to resolutions of the Board of Directors of each
of the Issuers or in one or more Indentures supplemental hereto, in each case
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification and such legends or endorsements
placed thereon as the Issuers may deem appropriate (and, if not contained in a
supplemental Indenture entered into in accordance with Article IX, as are
not prohibited by the provisions of this Indenture) or as may be required or
appropriate to comply with any law or with any rules made pursuant thereto
or with any rules of any securities exchange on which such series of Debt
Securities may be listed, or to conform to general usage, or as may,
consistently herewith, be determined by the Officers executing such Debt Securities
as evidenced by their execution of the Debt Securities.


 


The definitive Debt
Securities of each series shall be printed, lithographed or engraved on steel
engraved borders or may be produced in any other manner, all as determined by
the Officers executing such Debt Securities, as evidenced by their execution of
such Debt.


 


Section 2.02                                Form of
Trustee’s Certificate of Authentication. 
The Trustee’s certificate of authentication on all Debt Securities
authenticated by the Trustee shall be in substantially the following form:


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Debt
Securities of the series designated therein referred to in the within-mentioned
Indenture.


 


	
   

  	
   

  	
  ,

  
	
   

  	
          As
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
				



 


Section 2.03                                Principal
Amount; Issuable in Series.  The
aggregate principal amount of Debt Securities which may be issued, executed,
authenticated, delivered and outstanding under this Indenture is unlimited.


 


The Debt Securities may
be issued in one or more series in fully registered form.  There shall be established, without the
approval of any Holders, in or pursuant to a resolution of the Board of
Directors of each of the Issuers and set forth in an Officers’ Certificate, or
established in one or more Indentures supplemental hereto, prior to the
issuance of Debt Securities of any series any or all of the following:


 


(a)                                  the
title of the Debt Securities of the series (which shall distinguish the Debt
Securities of the series from all other Debt Securities);


 


8





















 


(b)                                 any
limit upon the aggregate principal amount of the Debt Securities of the series
which may be authenticated and delivered under this Indenture (except for Debt
Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Debt Securities of the series pursuant to
this Article II);


 


(c)                                  the
date or dates on which the principal and premium, if any, of the Debt
Securities of the series are payable;


 


(d)                                 the
rate or rates (which may be fixed or variable) at which the Debt Securities of
the series shall bear interest, if any, or the method of determining such rate
or rates, the date or dates from which such interest shall accrue, the interest
payment dates on which such interest shall be payable, or the method by which
such date will be determined, the record dates for the determination of Holders
thereof to whom such interest is payable; and the basis upon which interest
will be calculated if other than that of a 360-day year of twelve thirty-day
months;


 


(e)                                  the
place or places, if any, in addition to or instead of the corporate trust
office of the Trustee, where the principal of, and premium, if any, and
interest on, Debt Securities of the series shall be payable (“Place of Payment”);


 


(f)                                    the
price or prices at which, the period or periods within which and the terms and
conditions upon which Debt Securities of the series may be redeemed, in whole
or in part, at the option of the Issuers or otherwise;


 


(g)                                 whether
Debt Securities of the series are (i) to be co-issued by Finance Corp or (ii) entitled
to the benefits of any Guarantee of any Subsidiary Guarantors pursuant to this
Indenture;


 


(h)                                 the
obligations, if any, of the Issuers to redeem, purchase or repay Debt
Securities of the series pursuant to any sinking fund or analogous provisions
or at the option of a Holder thereof, and the price or prices at which and the
period or periods within which and the terms and conditions upon which Debt
Securities of the series shall be redeemed, purchased or repaid, in whole or in
part, pursuant to such obligations;


 


(i)                                     the
terms, if any, upon which the Debt Securities of the series may be convertible
into or exchanged for capital stock (which may be represented by depositary
shares), other Debt Securities or warrants for capital stock or Debt or other
securities of any kind of the Issuers or any other obligor and the terms and
conditions upon which such conversion or exchange shall be effected, including
the initial conversion or exchange price or rate, the conversion or exchange
period and any other provision in addition to or in lieu of those described
herein;


 


(j)                                     if
other than denominations of $1,000 and any integral multiple thereof, the
denominations in which Debt Securities of the series shall be issuable;


 


(k)                                  if
the amount of principal of or any premium or interest on Debt Securities of the
series may be determined with reference to an index or pursuant to a formula,
the manner in which such amounts will be determined;


 


9





















 


(l)                                     if
the principal amount payable at the Stated Maturity of Debt Securities of the
series will not be determinable as of any one or more dates prior to such
Stated Maturity, the amount which will be deemed to be such principal amount as
of any such date for any purpose, including the principal amount thereof which
will be due and payable upon any maturity other than the Stated Maturity or
which will be deemed to be Outstanding as of any such date (or, in any such
case, the manner in which such deemed principal amount is to be determined);


 


(m)                               any
changes or additions to Article XI, including the addition of additional
covenants that may be subject to the covenant defeasance option pursuant to Section 11.02(b);


 


(n)                                 if
other than the principal amount thereof, the portion of the principal amount of
Debt Securities of the series which shall be payable upon declaration of
acceleration of the maturity thereof pursuant to Section 6.01 or provable
in bankruptcy pursuant to Section 6.02;


 


(o)                                 the
terms, if any, of the transfer, mortgage, pledge or assignment as security for
the Debt Securities of the series of any properties, assets, moneys, proceeds,
securities or other collateral, including whether certain provisions of the TIA
are applicable and any corresponding changes to provisions of this Indenture as
currently in effect;


 


(p)                                 any
addition to or change in the Events of Default with respect to the Debt
Securities of the series and any change in the right of the Trustee or the
Holders to declare the principal of, and premium and interest on, such Debt
Securities due and payable;


 


(q)                                 if
the Debt Securities of the series shall be issued in whole or in part in the
form of a Global Security or Securities, the terms and conditions, if any, upon
which such Global Security or Securities may be exchanged in whole or in part
for other individual Debt Securities in definitive registered form; and the
Depositary for such Global Security or Securities and the form of any legend or
legends to be borne by any such Global Security or Securities in addition to or
in lieu of the legend referred to in Section 2.15(a);


 


(r)                                    any
trustees, authenticating or paying agents, transfer agents or registrars;


 


(s)                                  the
applicability of, and any addition to or change in the covenants and
definitions currently set forth in this Indenture or in the terms currently set
forth in Article X, including conditioning any merger, conveyance,
transfer or lease permitted by Article X upon the satisfaction of any Debt
coverage standard by the Issuers and Successor Company (as defined in Article X);


 


(t)                                    with
regard to Debt Securities of the series that do not bear interest, the dates
for certain required reports to the Trustee; and


 


(u)                                 any
other terms of the Debt Securities of the series (which terms shall not be
prohibited by the provisions of this Indenture).


 


All Debt Securities of
any one series appertaining thereto shall be substantially identical except as
to denomination and except as may otherwise be provided in or pursuant to such
resolution of the Board of Directors and as set forth in such Officers’
Certificate or in any such Indenture supplemental hereto.


 


10





















 


Section 2.04                                Execution
of Debt Securities.  The Debt
Securities shall be signed on behalf of the Issuers by the Chairman of the
Board, the President or a Vice President of each of the General Partner and
Finance Corp and, if the seal of the General Partner or Finance Corp is
reproduced thereon, it shall be attested by its Secretary, an Assistant
Secretary, a Treasurer or an Assistant Treasurer.  Such signatures upon the Debt Securities may
be the manual or facsimile signatures of the present or any future such
authorized officers and may be imprinted or otherwise reproduced on the Debt
Securities.  The seal of the General
Partner, if any, may be in the form of a facsimile thereof and may be
impressed, affixed, imprinted or otherwise reproduced on the Debt Securities.


 


Only such Debt Securities
as shall bear thereon a certificate of authentication substantially in the form
hereinbefore recited, signed manually by the Trustee, shall be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose.  Such certificate by the Trustee upon any Debt
Security executed by the Issuers shall be conclusive evidence that the Debt
Security so authenticated has been duly authenticated and delivered hereunder.


 


In case any Officer of
the Issuers who shall have signed any of the Debt Securities shall cease to be
such officer before the Debt Securities so signed shall have been authenticated
and delivered by the Trustee, or disposed of by the Issuers, such Debt
Securities nevertheless may be authenticated and delivered or disposed of as though
the Person who signed such Debt Securities had not ceased to be such Officer of
the Issuer; and any Debt Security may be signed on behalf of the Issuer by such
Persons as, at the actual date of the execution of such Debt Security, shall be
the proper officers of the Issuer, although at the date of such Debt Security
or of the execution of this Indenture any such Person was not such officer.


 


Section 2.05                                Authentication
and Delivery of Debt Securities.  At
any time and from time to time after the execution and delivery of this
Indenture, the Issuers may deliver Debt Securities of any series executed by
the Issuers to the Trustee for authentication, and the Trustee shall thereupon
authenticate and deliver said Debt Securities to or upon an Issuer Order.  In authenticating such Debt Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Debt Securities, the Trustee shall be entitled to receive, and (subject to
Section 7.01) shall be fully protected in relying upon:


 


(a)                                  a
copy of any resolution or resolutions of the Boards of Directors of the
Issuers, certified by the Secretary or Assistant Secretary of each of the
Issuers, authorizing the terms of issuance of any series of Debt Securities;


 


(b)                                 an
executed supplemental Indenture, if any;


 


(c)                                  an
Officers’ Certificate; and


 


(d)                                 an
Opinion of Counsel prepared in accordance with Section 13.05 which shall
also state:


 


(i)             that
the form of such Debt Securities has been established by or pursuant to
resolutions of the Board of Directors of each of the Issuers or by a
supplemental Indenture as permitted by Section 2.01 in conformity with the
provisions of this Indenture;


 


11





















 


(ii)   that the terms of
such Debt Securities have been established by or pursuant to resolutions of the
Board of Directors of each of the Issuers or by a supplemental Indenture as
permitted by Section 2.03 in conformity with the provisions of this
Indenture;


 


(iii)  that
such Debt Securities, when authenticated and delivered by the Trustee and
issued by the Issuers in the manner and subject to any conditions specified in
such Opinion of Counsel, will constitute valid and legally binding obligations
of the Issuers, enforceable in accordance with their terms except as the
enforceability thereof may be limited by bankruptcy, insolvency or similar laws
affecting the enforcement of creditors’ rights generally and rights of
acceleration and the availability of equitable remedies may be limited by
equitable principles of general applicability;


 


(iv)  that the
Partnership and Finance Corp have the partnership and corporate power,
respectively, to issue such Debt Securities and have duly taken all necessary
partnership and corporate action with respect to such issuance;


 


(v)   that the issuance
of such Debt Securities will not contravene the organizational documents of
either of the Issuers or result in any material violation of any of the terms
or provisions of any law or regulation or of any material indenture, mortgage
or other agreement known to such counsel by which the Issuers are bound;


 


(vi)  that authentication
and delivery of such Debt Securities and the execution and delivery of any
supplemental Indenture will not violate the terms of this Indenture; and


 


(vii) such
other matters as the Trustee may reasonably request.


 


Such Opinion of Counsel
need express no opinion as to whether a court in the United States would render
a money judgment in a currency other than that of the United States.


 


The Trustee shall have
the right to decline to authenticate and deliver any Debt Securities under this
Section 2.05 if the Trustee, being advised by counsel, determines that
such action may not lawfully be taken or if the Trustee in good faith by its
board of directors or trustees, executive committee or a trust committee of
directors, trustees or vice presidents (or any combination thereof) shall
determine that such action would expose the Trustee to personal liability to
existing Holders.


 


The Trustee may appoint
an authenticating agent reasonably acceptable to the Issuers to authenticate
Debt Securities of any series.  Unless
limited by the terms of such appointment, an authenticating agent may
authenticate Debt Securities whenever the Trustee may do so.  Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent.  An authenticating agent has the same rights
as any Registrar, paying agent or agent for service of notices and demands.


 


12





















 


Unless otherwise provided
in the form of Debt Security for any series, each Debt Security shall be dated
the date of its authentication.


 


Section 2.06                                Denomination
of Debt Securities.  Unless otherwise
provided in the form of Debt Security for any series, the Debt Securities of
each series shall be issuable only as fully registered Debt Securities in such
Dollar denominations as shall be specified or contemplated by Section 2.03.  In the absence of any such specification with
respect to the Debt Securities of any series, the Debt Securities of such
series shall be issuable in denominations of $1,000 and any integral multiple
thereof.


 


Section 2.07                                Registration
of Transfer and Exchange.


 


(a)                                  The
Issuers shall keep or cause to be kept a register for each series of Debt
Securities issued hereunder (hereinafter collectively referred to as the “Debt
Security Register”), in which, subject to such reasonable regulations as they
may prescribe, the Issuers shall provide for the registration of all Debt
Securities and the transfer of Debt Securities as in this Article II
provided.  At all reasonable times the
Debt Security Register shall be open for inspection by the Trustee.  Subject to Section 2.15, upon due
presentment for registration of transfer of any Debt Security at any office or
agency to be maintained by the Issuers in accordance with the provisions of Section 4.02,
the Issuers shall execute and the Trustee shall authenticate and deliver in the
name of the transferee or transferees a new Debt Security or Debt Securities of
authorized denominations for a like aggregate principal amount.  In no event may Debt Securities be issued as,
or exchanged for, bearer securities.


 


Unless and until
otherwise determined by the Issuers by resolutions of their Boards of
Directors, the register of the Issuers for the purpose of registration,
exchange or registration of transfer of the Debt Securities shall be kept at
the principal corporate trust office of the Trustee and, for this purpose, the
Trustee shall be designated “Registrar.”


 


Debt Securities of any
series (other than a Global Security, except as set forth below) may be
exchanged for a like aggregate principal amount of Debt Securities of the same
series of other authorized denominations. 
Subject to Section 2.15, Debt Securities to be exchanged shall be
surrendered at the office or agency to be maintained by the Issuers as provided
in Section 4.02, and the Issuers shall execute and the Trustee shall
authenticate and deliver in exchange therefor the Debt Security or Debt Securities
which the Holder making the exchange shall be entitled to receive.


 


(b)                                 All
Debt Securities presented or surrendered for registration of transfer, exchange
or payment shall (if so required by the Issuers, the Trustee or the Registrar)
be duly endorsed or be accompanied by a written instrument or instruments of
transfer, in form satisfactory to the Issuers, the Trustee and the Registrar,
duly executed by the Holder or his attorney duly authorized in writing.


 


All Debt Securities
issued in exchange for or upon transfer of Debt Securities shall be the valid
obligations of the Issuers, evidencing the same debt, and entitled to the same
benefits under this Indenture as the Debt Securities surrendered for such
exchange or transfer.


 


13





















 


No service charge shall
be made for any exchange or registration of transfer of Debt Securities (except
as provided by Section 2.09), but the Issuers may require payment of a sum
sufficient to cover any tax, fee, assessment or other governmental charge that
may be imposed in relation thereto, other than those expressly provided in this
Indenture to be made at the Issuers’ own expense or without expense or without
charge to the Holders.


 


The Issuers shall not be
required (i) to issue, register the transfer of or exchange any Debt
Securities for a period of 15 days next preceding any mailing of notice of
redemption of Debt Securities of such series or (ii) to register the
transfer of or exchange any Debt Securities selected, called or being called
for redemption.


 


Prior to the due
presentation for registration of transfer of any Debt Security, the Issuers,
the Subsidiary Guarantors, the Trustee, any paying agent or any Registrar may
deem and treat the Person in whose name a Debt Security is registered as the
absolute owner of such Debt Security for the purpose of receiving payment of or
on account of the principal of, and premium, if any, and (subject to Section 2.12)
interest on, such Debt Security and for all other purposes whatsoever, whether
or not such Debt Security is overdue, and none of the Issuers, the Subsidiary
Guarantors, the Trustee, any paying agent or any Registrar shall be affected by
notice to the contrary.


 


None of the Issuers, the
Subsidiary Guarantors, the Trustee, any agent of the Trustee, any paying agent
or any Registrar will have any responsibility or liability for any aspect of
the records relating to, or payments made on account of, beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.


 


Section 2.08                                Temporary
Debt Securities.  Pending the
preparation of definitive Debt Securities of any series, the Issuers may
execute and the Trustee shall authenticate and deliver temporary Debt
Securities (printed, lithographed, photocopied, typewritten or otherwise
produced) of any authorized denomination, and substantially in the form of the
definitive Debt Securities in lieu of which they are issued, in registered form
with such omissions, insertions and variations as may be appropriate for
temporary Debt Securities, all as may be determined by the Issuers with the
concurrence of the Trustee.  Temporary
Debt Securities may contain such reference to any provisions of this Indenture
as may be appropriate.  Every temporary
Debt Security shall be executed by the Issuers and be authenticated by the
Trustee upon the same conditions and in substantially the same manner, and with
like effect, as the definitive Debt Securities.


 


If temporary Debt
Securities of any series are issued, the Issuers will cause definitive Debt
Securities of such series to be prepared without unreasonable delay.  After the preparation of definitive Debt
Securities of such series, the temporary Debt Securities of such series shall
be exchangeable for definitive Debt Securities of such series upon surrender of
the temporary Debt Securities of such series at the office or agency of the
Issuers at a Place of Payment for such series, without charge to the Holder thereof,
except as provided in Section 2.07 in connection with a transfer. Upon
surrender for cancellation of any one or more temporary Debt Securities of any
series, the Issuers shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of definitive Debt
Securities of the same series of authorized


 


14





















 


denominations and
of like tenor.  Until so exchanged,
temporary Debt Securities of any series shall in all respects be entitled to
the same benefits under this Indenture as definitive Debt Securities of such
series.


 


Upon any exchange of a
portion of a temporary Global Security for a definitive Global Security or for
the individual Debt Securities represented thereby pursuant to Section 2.07
or this Section 2.08, the temporary Global Security shall be endorsed by
the Trustee to reflect the reduction of the principal amount evidenced thereby,
whereupon the principal amount of such temporary Global Security shall be reduced
for all purposes by the amount to be exchanged and endorsed.


 


Section 2.09                                Mutilated,
Destroyed, Lost or Stolen Debt Securities. 
If (a) any mutilated Debt Security is surrendered to the Trustee at
its corporate trust office or (b) the Issuers and the Trustee receive
evidence to their satisfaction of the destruction, loss or theft of any Debt
Security, and there is delivered to the Issuers and the Trustee such security
or indemnity as may be required by them to save each of them and any paying
agent harmless, and neither the Issuers nor the Trustee receives notice that
such Debt Security has been acquired by a bona fide purchaser, then the Issuers
shall execute and, upon an Issuer Order, the Trustee shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Debt Security, a new Debt Security of the same series of like tenor,
form, terms and principal amount, bearing a number not contemporaneously
Outstanding.  Upon the issuance of any
substituted Debt Security, the Issuers may require the payment of a sum
sufficient to cover any tax, fee, assessment or other governmental charge that
may be imposed in relation thereto and any other expenses connected
therewith.  In case any Debt which has
matured or is about to mature or which has been called for redemption shall
become mutilated or be destroyed, lost or stolen, the Issuers may, instead of
issuing a substituted Debt Security, pay or authorize the payment of the same
(without surrender thereof except in the case of a mutilated Debt Security) if
the applicant for such payment shall furnish the Issuers and the Trustee with
such security or indemnity as either may require to save it harmless from all
risk, however remote, and, in case of destruction, loss or theft, evidence to
the satisfaction of the Issuers and the Trustee of the destruction, loss or
theft of such Debt Security and of the ownership thereof.


 


Every substituted Debt
Security of any series issued pursuant to the provisions of this Section 2.09
by virtue of the fact that any Debt Security is destroyed, lost or stolen shall
constitute an original additional contractual obligation of the Issuers,
whether or not the destroyed, lost or stolen Debt Security shall be found at
any time, and shall be entitled to all the benefits of this Indenture equally
and proportionately with any and all other Debt Securities of that series duly
issued hereunder.  All Debt Securities
shall be held and owned upon the express condition that the foregoing
provisions are exclusive with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Debt Securities, and shall preclude any
and all other rights or remedies, notwithstanding any law or statute existing
or hereafter enacted to the contrary with respect to the replacement or payment
of negotiable instruments or other securities without their surrender.


 


Section 2.10                                Cancellation
of Surrendered Debt Securities.  All
Debt Securities surrendered for payment, redemption, registration of transfer
or exchange shall, if surrendered to the Issuers or any paying agent or a
Registrar, be delivered to the Trustee for cancellation by it,


 


15





















 


or if surrendered
to the Trustee, shall be canceled by it, and no Debt Securities shall be issued
in lieu thereof except as expressly permitted by any of the provisions of this
Indenture.  All canceled Debt Securities
held by the Trustee shall be destroyed (subject to the record retention requirements
of the Exchange Act) and certification of their destruction delivered to the
Issuers, unless otherwise directed.  On
request of the Issuers, the Trustee shall deliver to the Issuers canceled Debt
Securities held by the Trustee.  If the
Issuers shall acquire any of the Debt Securities, however, such acquisition
shall not operate as a redemption or satisfaction of the Debt represented
thereby unless and until the same are delivered or surrendered to the Trustee
for cancellation.  The Issuers may not
issue new Debt Securities to replace Debt Securities they have redeemed, paid
or delivered to the Trustee for cancellation.


 


Section 2.11                                Provisions
of the Indenture and Debt Securities for the Sole Benefit of the Parties and
the Holders.  Nothing in this
Indenture or in the Debt Securities, expressed or implied, shall give or be
construed to give to any Person, other than the parties hereto, the Holders or
any Registrar or paying agent, any legal or equitable right, remedy or claim
under or in respect of this Indenture, or under any covenant, condition or
provision herein contained; all its covenants, conditions and provisions being
for the sole benefit of the parties hereto, the Holders and any Registrar and
paying agents.


 


Section 2.12                                Payment
of Interest; Interest Rights Preserved.


 


(a)                                  Interest
on any Debt Security that is payable and is punctually paid or duly provided
for on any interest payment date shall be paid to the Person in whose name such
Debt Security is registered at the close of business on the regular record date
for such interest notwithstanding the cancellation of such Debt Security upon
any transfer or exchange subsequent to the regular record date.  Payment of interest on Debt Securities shall
be made at the corporate trust office of the Trustee (except as otherwise
specified pursuant to Section 2.03), or at the option of the Issuers, by
check mailed to the address of the Person entitled thereto as such address
shall appear in the Debt Security Register or, if provided pursuant to Section 2.03
and in accordance with arrangements satisfactory to the Trustee, at the option
of the Holder by wire transfer to an account designated by the Holder.


 


(b)                                 Subject
to the foregoing provisions of this Section 2.12 and Section 2.17,
each Debt Security of a particular series delivered under this Indenture upon
registration of transfer of or in exchange for or in lieu of any other Debt
Security of the same series shall carry the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Debt Security.


 


Section 2.13                                Securities
Denominated in Dollars.  Except as
otherwise specified pursuant to Section 2.03 for Debt Securities of any
series, payment of the principal of, and premium, if any, and interest on, Debt
Securities of such series will be made in Dollars.


 


Section 2.14                                Wire
Transfers.  Notwithstanding any other
provision to the contrary in this Indenture, the Issuers may make any payment
of moneys required to be deposited with the Trustee on account of principal of,
or premium, if any, or interest on, the Debt Securities (whether pursuant to
optional or mandatory redemption payments, interest payments or otherwise) by
wire transfer in immediately available funds to an account designated by the


 


16





















 


Trustee before
11:00 a.m., New York City time, on the date such moneys are to be paid to
the Holders of the Debt Securities in accordance with the terms hereof.


 


Section 2.15                                Securities
Issuable in the Form of a Global Security.


 


(a)                                  If
the Issuers shall establish pursuant to Sections 2.01 and 2.03 that the Debt
Securities of a particular series are to be issued in whole or in part in the
form of one or more Global Securities, then the Issuers shall execute and the
Trustee or its agent shall, in accordance with Section 2.05, authenticate
and deliver, such Global Security or Securities, which shall represent, and
shall be denominated in an amount equal to the aggregate principal amount of,
the Outstanding Debt Securities of such series to be represented by such Global
Security or Securities, or such portion thereof as the Issuers shall specify in
an Officers’ Certificate, shall be registered in the name of the Depositary for
such Global Security or Securities or its nominee, shall be delivered by the
Trustee or its agent to the Depositary or pursuant to the Depositary’s
instruction and shall bear a legend substantially to the following effect:


 


“UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUERS OR THEIR AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES
OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF
PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN
ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN,”


 


or such other legend as
may then be required by the Depositary for such Global Security or Securities.


 


(b)                                 Notwithstanding
any other provision of this Section 2.15 or of Section 2.07 to the
contrary, and subject to the provisions of paragraph (c) below, unless the
terms of a Global Security expressly permit such Global Security to be
exchanged in whole or in part for definitive


 


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Debt Securities in registered form, a Global Security
may be transferred, in whole but not in part and in the manner provided in Section 2.07,
only by the Depositary to a nominee of the Depositary for such Global Security,
or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary, or by the Depositary or a nominee of the Depositary to a successor
Depositary for such Global Security selected or approved by the Issuers, or to
a nominee of such successor Depositary.


 


(c)                                  (i)                                     If
at any time the Depositary for a Global Security or Securities notifies the
Issuers that it is unwilling or unable to continue as Depositary for such
Global Security or Securities or if at any time the Depositary for the Debt
Securities for such series shall no longer be eligible or in good standing
under the Exchange Act or other applicable statute, rule or regulation,
the Issuers shall appoint a successor Depositary with respect to such Global
Security or Securities.  If a successor
Depositary for such Global Security or Securities is not appointed by the
Issuers within 90 days after the Issuers receive such notice or become aware of
such ineligibility, the Issuers shall execute, and the Trustee or its agent,
upon receipt of an Issuer Order for the authentication and delivery of such
individual Debt Securities of such series in exchange for such Global Security,
will authenticate and deliver, individual Debt Securities of such series of
like tenor and terms in definitive form in an aggregate principal amount equal
to the principal amount of the Global Security in exchange for such Global
Security or Securities.


 


(ii)   The Issuers may at
any time and in their sole discretion determine that the Debt Securities of any
series or portion thereof issued or issuable in the form of one or more Global
Securities shall no longer be represented by such Global Security or
Securities.  In such event the Issuers
will execute, and the Trustee, upon receipt of an Issuer Order for the
authentication and delivery of individual Debt Securities of such series in
exchange in whole or in part for such Global Security, will authenticate and
deliver individual Debt Securities of such series of like tenor and terms in
definitive form in an aggregate principal amount equal to the principal amount
of such series or portion thereof in exchange for such Global Security or
Securities.


 


(iii)  If
specified by the Issuers pursuant to Sections 2.01 and 2.03 with respect to
Debt Securities issued or issuable in the form of a Global Security, the
Depositary for such Global Security may surrender such Global Security in
exchange in whole or in part for individual Debt Securities of such series of
like tenor and terms in definitive form on such terms as are acceptable to the
Issuers, the Trustee and such Depositary. 
Thereupon the Issuers shall execute, and the Trustee or its agent upon
receipt of an Issuer Order for the authentication and delivery of definitive
Debt Securities of such series shall authenticate and deliver, without service
charge, to each Person specified by such Depositary a new Debt Security or
Securities of the same series of like tenor and terms and of any authorized
denomination as requested by such Person in aggregate principal amount equal to
and in exchange for such Person’s beneficial interest in the Global Security;
and to such Depositary a new Global Security of like tenor and terms and in an
authorized denomination equal to the difference, if any, between the principal
amount of


 


18





















 


the surrendered Global Security and the aggregate principal amount of
Debt Securities delivered to Holders thereof.


 


(iv)  In any exchange
provided for in any of the preceding three paragraphs, the Issuers will execute
and the Trustee or its agent will authenticate and deliver individual Debt
Securities. Upon the exchange of the entire principal amount of a Global
Security for individual Debt Securities, such Global Security shall be canceled
by the Trustee or its agent.  Except as
provided in the preceding paragraph, Debt Securities issued in exchange for a
Global Security pursuant to this Section 2.15 shall be registered in such
names and in such authorized denominations as the Depositary for such Global
Security, pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee or the Registrar.  The Trustee or the Registrar shall deliver
such Debt Securities to the Persons in whose names such Debt Securities are so
registered.


 


(v)   Payments in
respect of the principal of and interest on any Debt Securities registered in
the name of the Depositary or its nominee will be payable to the Depositary or
such nominee in its capacity as the registered owner of such Global
Security.  The Issuers and the Trustee
may treat the Person in whose name the Debt Securities, including the Global
Security, are registered as the owner thereof for the purpose of receiving such
payments and for any and all other purposes whatsoever.  None of the Issuers, the Trustee, any
Registrar, the paying agent or any agent of the Issuers or the Trustee will
have any responsibility or liability for any aspect of the records relating to
or payments made on account of the beneficial ownership interests of the Global
Security by the Depositary or its nominee or any of the Depositary’s direct or
indirect participants, or for maintaining, supervising or reviewing any records
of the Depositary, its nominee or any of its direct or indirect participants
relating to the beneficial ownership interests of the Global Security, the
payments to the beneficial owners of the Global Security of amounts paid to the
Depositary or its nominee, or any other matter relating to the actions and
practices of the Depositary, its nominee or any of its direct or indirect
participants.  None of the Issuers, the
Trustee or any such agent will be liable for any delay by the Depositary, its
nominee, or any of its direct or indirect participants in identifying the
beneficial owners of the Debt Securities, and the Issuers and the Trustee may
conclusively rely on, and will be protected in relying on, instructions from
the Depositary or its nominee for all purposes (including with respect to the
registration and delivery, and the respective principal amounts, of the Debt
Securities to be issued).


 


Section 2.16                                Medium
Term Securities.  Notwithstanding any
contrary provision herein, if all Debt Securities of a series are not to be
originally issued at one time, it shall not be necessary for the Issuers to
deliver to the Trustee an Officers’ Certificate, resolutions of the Boards of
Directors of the Issuers, supplemental Indenture, an Opinion of Counsel or
written order or any other document otherwise required pursuant to Section 2.01,
2.03, 2.05 or 13.05 at or prior to the time of authentication of each Debt
Security of such series if such documents are 


 


19










 













 


delivered to the
Trustee or its agent at or prior to the authentication upon original issuance
of the first such Debt Security of such series to be issued; provided, that any
subsequent request by the Issuers to the Trustee to authenticate Debt Securities
of such series upon original issuance shall constitute a representation and
warranty by the Issuers that, as of the date of such request, the statements
made in the Officers’ Certificate delivered pursuant to Section 2.05 or
13.05 shall be true and correct as if made on such date and that the Opinion of
Counsel delivered at or prior to such time of authentication of an original
issuance of Debt Securities shall specifically state that it shall relate to
all subsequent issuances of Debt Securities of such series that are identical
to the Debt Securities issued in the first issuance of Debt Securities of such
series.


 


An Issuer Order delivered
by the Issuers to the Trustee in the circumstances set forth in the preceding
paragraph, may provide that Debt Securities which are the subject thereof will
be authenticated and delivered by the Trustee or its agent on original issue
from time to time upon the telephonic or written order of Persons designated in
such written order (any such telephonic instructions to be promptly confirmed
in writing by such Person) and that such Persons are authorized to determine,
consistent with the Officers’ Certificate, supplemental Indenture or
resolutions of the Board of Directors of each Issuer relating to such written
order, such terms and conditions of such Debt Securities as are specified in
such Officers’ Certificate, supplemental Indenture or such resolution.


 


Section 2.17           Defaulted
Interest.  Any interest on any Debt
Security of a particular series which is payable, but is not punctually paid or
duly provided for, on the dates and in the manner provided in the Debt
Securities of such series and in this Indenture (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the Holder thereof on the
relevant record date by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Issuers, at their election in each case, as
provided in clause (i) or (ii) below:


 


(i)    The Issuers may
elect to make payment of any Defaulted Interest to the Persons in whose names
the Debt Securities of such series are registered at the close of business on a
special record date for the payment of such Defaulted Interest, which shall be
fixed in the following manner.  The Issuers
shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each such Debt Security of such series and the date of
the proposed payment, and at the same time the Issuers shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory to
the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as in this clause provided.  Thereupon the Trustee shall fix a special
record date for the payment of such Defaulted Interest which shall be not more
than 15 days and not less than 10 days prior to the date of the proposed
payment and not less than 10 days after the receipt by the Trustee of the
notice of the proposed payment.  The
Trustee shall promptly notify the Issuers of such special record date and, in
the name and at the expense of the Issuers, shall cause notice of the proposed
payment of such Defaulted Interest and the special record date therefor to be
mailed, first class postage pre-paid, to each Holder thereof at its address as
it appears in the Debt 


 


20





















 


Security Register, not less than 10 days prior to such special record
date.  Notice of the proposed payment of
such Defaulted Interest and the special record date therefor having been so
mailed, such Defaulted Interest shall be paid to the Persons in whose names the
Debt Securities of such series are registered at the close of business on such
special record date.


 


(ii)   The Issuers may
make payment of any Defaulted Interest on the Debt Securities of such series in
any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Debt Securities of such series may be listed,
and upon such notice as may be required by such exchange, if, after notice
given by the Issuers to the Trustee of the proposed payment pursuant to this
clause, such manner of payment shall be deemed practicable by the Trustee.


 


Section 2.18           CUSIP Numbers.  The Issuers in issuing the Debt Securities
may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee
shall use “CUSIP” numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to
the accuracy of such numbers either as printed on the Debt Securities or as
contained in any notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Debt Securities, and any such
redemption shall not be affected by any defect in or omission of such
numbers.  The Issuers will promptly
notify the Trustee in writing of any change in the “CUSIP” numbers.


 


ARTICLE III

REDEMPTION OF DEBT SECURITIES


 


Section 3.01           Applicability
of Article.  The provisions of this Article shall
be applicable to the Debt Securities of any series which are redeemable before
their Stated Maturity except as otherwise specified as contemplated by Section 2.03
for Debt Securities of such series.


 


Section 3.02           Notice of
Redemption; Selection of Debt Securities. 
In case the Partnership shall desire to exercise the right to redeem all
or, as the case may be, any part of the Debt Securities of any series in
accordance with their terms, by resolution of the Board of Directors or a
supplemental Indenture, the Partnership shall fix a date for redemption and
shall give notice of such redemption at least 30 and not more than 60 days prior
to the date fixed for redemption to the Holders of Debt Securities of such
series so to be redeemed as a whole or in part, in the manner provided in Section 13.03.  The notice if given in the manner herein
provided shall be conclusively presumed to have been duly given, whether or not
the Holder receives such notice.  In any
case, failure to give such notice or any defect in the notice to the Holder of
any Debt Security of a series designated for redemption as a whole or in part
shall not affect the validity of the proceedings for the redemption of any
other Debt Security of such series.


 


Each such notice of
redemption shall specify the date fixed for redemption, the redemption price at
which Debt Securities of such series are to be redeemed (or the method of
calculating such redemption price), the Place or Places of Payment that payment
will be made upon presentation and surrender of such Debt Securities, that any
interest accrued to the date fixed for redemption will be paid as specified in
said notice, that the redemption is for a sinking


 


21





















 


fund payment (if
applicable), that, unless otherwise specified in such notice, that, if the
Issuers default in making such redemption payment, the paying agent is prohibited
from making such payment pursuant to the terms of this Indenture, that on and
after said date any interest thereon or on the portions thereof to be redeemed
will cease to accrue, that in the case of Original Issue Discount Securities
original issue discount accrued after the date fixed for redemption will cease
to accrue, the terms of the Debt Securities of that series pursuant to which
the Debt Securities of that series are being redeemed and that no
representation is made as to the correctness or accuracy of the CUSIP number,
if any, listed in such notice or printed on the Debt Securities of that
series.  If less than all the Debt
Securities of a series are to be redeemed the notice of redemption shall
specify the certificate numbers of the Debt Securities of that series to be
redeemed.  In case any Debt Security of a
series is to be redeemed in part only, the notice of redemption shall state the
portion of the principal amount thereof to be redeemed and shall state that on
and after the date fixed for redemption, upon surrender of such Debt Security,
a new Debt Security or Debt Securities of that series in principal amount equal
to the unredeemed portion thereof, will be issued.


 


At least 45 days but not
more than 60 days before the Redemption Date unless the Trustee consents to a
shorter period, the Issuers shall give written notice to the Trustee of the
Redemption Date, the principal amount of Debt Securities to be redeemed and the
series and terms of the Debt Securities pursuant to which such redemption will
occur.  Such notice shall be accompanied
by an Officers’ Certificate and an Opinion of Counsel to the effect that such
redemption will comply with the conditions herein.  If fewer than all the Debt Securities of a
series are to be redeemed, the record date relating to such redemption shall be
selected by the Issuers and given in writing to the Trustee, which record date
shall be not less than 15 days after the date of notice to the Trustee.


 


By 11 a.m., New York
City time, on the Redemption Date for any Debt Securities, the Issuers shall
deposit with the Trustee or with a paying agent (or, if one of the Issuers is
acting as paying agent, segregate and hold in trust) an amount of money in
Dollars (except as provided pursuant to Section 2.03) sufficient to pay
the redemption price of such Debt Securities or any portions thereof that are
to be redeemed on that date, together with any interest accrued to the
Redemption Date.


 


If less than all the Debt
Securities of like tenor and terms of a series are to be redeemed, the Trustee
shall select, on a pro rata basis, by lot or by such other method as in its
sole discretion it shall deem appropriate and fair, the Debt Securities of that
series or portions thereof (in multiples of $1,000) to be redeemed.  In any case where more than one Debt Security
of such series is registered in the same name, the Trustee in its discretion
may treat the aggregate principal amount so registered as if it were
represented by one Debt Security of such series.  The Trustee shall promptly notify the Issuers
in writing of the Debt Securities selected for redemption and, in the case of
any Debt Securities selected for partial redemption, the principal amount
thereof to be redeemed.  If any Debt
Security called for redemption shall not be so paid upon surrender thereof on
such Redemption Date, the principal, premium, if any, and interest shall bear
interest until paid from the Redemption Date at the rate borne by the Debt
Securities of that series.  If less than
all the Debt Securities of unlike tenor and terms of a series are to be
redeemed, the particular Debt Securities to be redeemed shall be selected by
the Issuers.


 


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Provisions of this
Indenture that apply to Debt Securities called for redemption also apply to
portions of Debt Securities called for redemption.


 


Section 3.03           Payment of
Debt Securities Called for Redemption. 
If notice of redemption has been given as provided in Section 3.02,
the Debt Securities or portions of Debt Securities of the series with respect
to which such notice has been given shall become due and payable on the date
and at the Place or Places of Payment stated in such notice at the applicable
redemption price, together with any interest accrued to the date fixed for
redemption, and on and after said date (unless the Issuers shall default in the
payment of such Debt Securities at the applicable redemption price, together
with any interest accrued to said date) any interest on the Debt Securities or
portions of Debt Securities of any series so called for redemption shall cease
to accrue, any original issue discount in the case of Original Issue Discount
Securities shall cease to accrue.  On
presentation and surrender of such Debt Securities at the Place or Places of
Payment in said notice specified, the said Debt Securities or the specified
portions thereof shall be paid and redeemed by the Issuers at the applicable
redemption price, together with any interest accrued thereon to the date fixed
for redemption.


 


Any Debt Security that is
to be redeemed only in part shall be surrendered at the corporate trust office
or such other office or agency of the Trustee as is specified pursuant to Section 2.03
with, if the Issuers, the Registrar or the Trustee so requires, due endorsement
by, or a written instrument of transfer in form satisfactory to the Issuers,
the Registrar and the Trustee duly executed by, the Holder thereof or his
attorney duly authorized in writing, and the Issuers shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Debt Security
without service charge, a new Debt Security or Debt Securities of the same
series, of like tenor and form, of any authorized denomination as requested by
such Holder in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Debt Security so surrendered; except
that if a Global Security is so surrendered, the Issuers shall execute, and the
Trustee shall authenticate and deliver to the Depositary for such Global
Security, without service charge, a new Global Security in a denomination equal
to and in exchange for the unredeemed portion of the principal of the Global
Security so surrendered.  In the case of
a Debt Security providing appropriate space for such notation, at the option of
the Holder thereof, the Trustee, in lieu of delivering a new Debt Security or
Debt Securities as aforesaid, may make a notation on such Debt Security of the
payment of the redeemed portion thereof.


 


Section 3.04           Mandatory and
Optional Sinking Funds.  The minimum
amount of any sinking fund payment provided for by the terms of Debt Securities
of any series, resolutions of the Board of Directors of each Issuer or a
supplemental Indenture is herein referred to as a “mandatory sinking fund
payment,” and any payment in excess of such minimum amount provided for by the
terms of Debt Securities of any series, resolutions of the Board of Directors
of each Issuer or a supplemental Indenture is herein referred to as an “optional
sinking fund payment.”


 


In lieu of making all or
any part of any mandatory sinking fund payment with respect to any Debt
Securities of a series in cash, the Issuers may at their option (a) deliver
to the Trustee Debt Securities of that series theretofore purchased or
otherwise acquired by the Issuers or (b) receive credit for the principal
amount of Debt Securities of that series which have been


 


23





















 


redeemed either at
the election of the Issuers pursuant to the terms of such Debt Securities or
through the application of permitted optional sinking fund payments pursuant to
the terms of such Debt Securities, resolution or supplemental Indenture;
provided, that such Debt Securities have not been previously so credited.  Such Debt Securities shall be received and
credited for such purpose by the Trustee at the redemption price specified in
such Debt Securities, resolution or supplemental Indenture for redemption
through operation of the sinking fund and the amount of such mandatory sinking
fund payment shall be reduced accordingly.


 


Section 3.05           Redemption of
Debt Securities for Sinking Fund. 
Not less than 60 days prior to each sinking fund payment date for any
series of Debt Securities, the Issuers will deliver to the Trustee an Officers’
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, any resolution or
supplemental Indenture, the portion thereof, if any, which is to be satisfied
by payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting Debt Securities of that series pursuant to this Section 3.05
(which Debt Securities, if not previously redeemed, will accompany such
certificate) and whether the Issuers intend to exercise their right to make any
permitted optional sinking fund payment with respect to such series.  Such certificate shall also state that no
Event of Default has occurred and is continuing with respect to such
series.  Such certificate shall be
irrevocable and upon its delivery the Issuers shall be obligated to make the
cash payment or payments therein referred to, if any, by 11 a.m., New York
City time, on the next succeeding sinking fund payment date.  Failure of the Issuers to deliver such
certificate (or to deliver the Debt Securities specified in this paragraph)
shall not constitute a Default, but such failure shall require that the sinking
fund payment due on the next succeeding sinking fund payment date for that
series shall be paid entirely in cash and shall be sufficient to redeem the
principal amount of such Debt Securities subject to a mandatory sinking fund
payment without the option to deliver or credit Debt Securities as provided in
this Section 3.05 and without the right to make any optional sinking fund
payment, if any, with respect to such series.


 


Any sinking fund payment
or payments (mandatory or optional) made in cash plus any unused balance of any
preceding sinking fund payments made in cash which shall equal or exceed
$100,000 (or a lesser sum if the Issuers shall so request) with respect to the
Debt Securities of any particular series shall be applied by the Trustee on the
sinking fund payment date on which such payment is made (or, if such payment is
made before a sinking fund payment date, on the sinking fund payment date
following the date of such payment) to the redemption of such Debt Securities
at the redemption price specified in such Debt Securities, resolution or
supplemental Indenture for operation of the sinking fund together with any
accrued interest to the date fixed for redemption.  Any sinking fund moneys not so applied or
allocated by the Trustee to the redemption of Debt Securities shall be added to
the next cash sinking fund payment received by the Trustee for such series and,
together with such payment, shall be applied in accordance with the provisions
of this Section 3.05.  Any and all
sinking fund moneys with respect to the Debt Securities of any particular
series held by the Trustee on the last sinking fund payment date with respect
to Debt Securities of such series and not held for the payment or redemption of
particular Debt Securities shall be applied by the Trustee, together with other
moneys, if necessary, to be deposited sufficient for the purpose, to the
payment of the principal of the Debt Securities of that series at its Stated
Maturity.


 


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The Trustee shall select
the Debt Securities to be redeemed upon such sinking fund payment date in the
manner specified in the last paragraph of Section 3.02 and the Issuers
shall cause notice of the redemption thereof to be given in the manner provided
in Section 3.02 except that the notice of redemption shall also state that
the Debt Securities are being redeemed by operation of the sinking fund.  Such notice having been duly given, the
redemption of such Debt Securities shall be made upon the terms and in the
manner stated in Section 3.03.


 


The Trustee shall not
redeem any Debt Securities of a series with sinking fund moneys or mail any
notice of redemption of such Debt Securities by operation of the sinking fund
for such series during the continuance of a Default in payment of interest on
such Debt Securities or of any Event of Default (other than an Event of Default
occurring as a consequence of this paragraph) with respect to such Debt
Securities, except that if the notice of redemption of any such Debt Securities
shall theretofore have been mailed in accordance with the provisions hereof,
the Trustee shall redeem such Debt Securities if cash sufficient for that
purpose shall be deposited with the Trustee for that purpose in accordance with
the terms of this Article III. 
Except as aforesaid, any moneys in the sinking fund for such series at
the time when any such Default or Event of Default shall occur and any moneys
thereafter paid into such sinking fund shall, during the continuance of such
Default or Event of Default, be held as security for the payment of such Debt
Securities; provided, however, that in case such Default or Event of Default
shall have been cured or waived as provided herein, such moneys shall
thereafter be applied on the next sinking fund payment date for such Debt
Securities on which such moneys may be applied pursuant to the provisions of
this Section 3.05.


 


ARTICLE IV

PARTICULAR COVENANTS OF THE ISSUERS


 


Section 4.01           Payment of
Principal of, and Premium, If Any, and Interest on, Debt Securities.  The Issuers, for the benefit of each series
of Debt Securities, will duly and punctually pay or cause to be paid the
principal of, and premium, if any, and interest on, each of the Debt Securities
at the place, at the respective times and in the manner provided herein or in
the Debt Securities.  Each installment of
interest on the Debt Securities may at the Issuers’ option be paid by mailing
checks for such interest payable to the Person entitled thereto pursuant to Section 2.07(a) to
the address of such Person as it appears on the Debt Security Register.


 


Principal, premium and
interest of Debt Securities of any series shall be considered paid on the date
due if, by 11 a.m., New York City time, on such date the Trustee or any
paying agent holds in accordance with this Indenture money sufficient to pay
all principal, premium and interest then due.


 


The Issuers shall pay
interest on overdue principal or premium, if any, at the rate specified
therefor in the Debt Securities and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.


 


Section 4.02           Maintenance
of Offices or Agencies for Registration of Transfer, Exchange and Payment of
Debt Securities.  The Issuers will
maintain in each Place of Payment for any series of Debt Securities an office
or agency where Debt Securities of such series may be presented or surrendered
for payment, and it shall also maintain (in or outside such Place of


 


25





















 


Payment) an office
or agency where Debt Securities of such series may be surrendered for transfer
or exchange and where notices and demands to or upon the Issuers in respect of
the Debt Securities of such series and this Indenture may be served.  The Issuers will give prompt written notice
to the Trustee of the location, and any change in the location, of such office
or agency.  If at any time the Issuers
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the office of the Trustee where
its corporate trust business is principally administered in the United States,
and the Issuers hereby appoint the Trustee as their agent to receive all
presentations, surrenders, notices and demands.


 


The Issuers may also from
time to time designate different or additional offices or agencies to be
maintained for such purposes (in or outside of such Place of Payment), and may
from time to time rescind any such designation; provided, however, that no such
designation or rescission shall in any manner relieve the Issuers of their
obligations described in the preceding paragraph.  The Issuers will give prompt written notice
to the Trustee of any such additional designation or rescission of designation
and any change in the location of any such different or additional office or
agency.


 


Section 4.03           Appointment
to Fill a Vacancy in the Office of Trustee. 
The Issuers, whenever necessary to avoid or fill a vacancy in the office
of Trustee, will appoint, in the manner provided in Section 7.08, a
Trustee, so that there shall at all times be a Trustee hereunder with respect
to each series of Debt Securities.


 


Section 4.04           Duties of
Paying Agents, etc.


 


(a)           The
Issuers shall cause each paying agent, if any, other than the Trustee, to
execute and deliver to the Trustee an instrument in which such agent shall
agree with the Trustee, subject to the provisions of this Section 4.04,


 


(i)    that it will hold
all sums held by it as such agent for the payment of the principal of, and
premium, if any, or interest on, the Debt Securities of any series (whether
such sums have been paid to it by the Issuers or by any other obligor on the
Debt Securities of such series) in trust for the benefit of the Holders of the
Debt Securities of such series;


 


(ii)   that it will give
the Trustee notice of any failure by the Issuers (or by any other obligor on
the Debt Securities of such series) to make any payment of the principal of,
and premium, if any, or interest on, the Debt Securities of such series when
the same shall be due and payable; and


 


(iii)  that
it will at any time during the continuance of an Event of Default, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so held
by it as such agent.


 


(b)           If
one of the Issuers shall act as paying agent, it will, on or before each due
date of the principal of, and premium, if any, or interest on, the Debt
Securities of any series, set aside, segregate and hold in trust for the
benefit of the Holders of the Debt Securities of such series a sum sufficient
to pay such principal, premium, if any, or interest so becoming due.  The Issuers


 


26





















 


will promptly notify the Trustee of any failure by the
Issuers to take such action or the failure by any other obligor on such Debt
Securities to make any payment of the principal of, and premium, if any, or
interest on, such Debt Securities when the same shall be due and payable.


 


(c)           Anything
in this Section 4.04 to the contrary notwithstanding, either of the
Issuers may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture, or for any other reason, pay or cause to be paid
to the Trustee all sums held in trust by the Issuers or any paying agent, as
required by this Section 4.04, such sums to be held by the Trustee upon
the same trusts as those upon which such sums were held by the Issuers or such
paying agent.


 


(d)           Whenever
the Issuers shall have one or more paying agents with respect to any series of
Debt Securities, the Issuers will, prior to each due date of the principal of,
and premium, if any, or interest on, any Debt Securities of such series,
deposit with any such paying agent a sum sufficient to pay the principal,
premium or interest so becoming due, such sum to be held in trust for the benefit
of the Persons entitled thereto, and (unless any such paying agent is the
Trustee) the Issuers will promptly notify the Trustee of their action or
failure so to act.


 


(e)           Anything
in this Section 4.04 to the contrary notwithstanding, the agreement to
hold sums in trust as provided in this Section 4.04 is subject to the
provisions of Section 11.05.


 


Section 4.05           SEC Reports;
Financial Statements.


 


(a)           The
Partnership shall, so long as any of the Debt Securities are Outstanding, file
with the Trustee, within 15 days after it files the same with the SEC, copies
of the annual reports and the information, documents and other reports (or
copies of such portions of any of the foregoing as the SEC may by rules and
regulations prescribe) that the Partnership is required to file with the SEC
pursuant to Section 13 or 15(d) of the Exchange Act.  If the Partnership is not subject to the
requirements of such Section 13 or 15(d), the Partnership shall file with
the Trustee, within 15 days after it would have been required to file the same
with the SEC, financial statements, including any notes thereto (and with
respect to annual reports, an auditors’ report by a firm of established
national reputation), and a “Management’s Discussion and Analysis of Financial
Condition and Results of Operations,” both comparable to that which the
Partnership would have been required to include in such annual reports,
information, documents or other reports if the Partnership had been subject to
the requirements of such Section 13 or 15(d).  The Partnership shall also comply with the
provisions of TIA Section 314(a).


 


(b)           If
the Partnership is required to furnish annual or quarterly reports to the
holders of its common units pursuant to the Exchange Act, the Partnership
shall, so long as any of the Debt Securities are outstanding, cause any annual
report furnished to the holders of its common units generally and any quarterly
or other financial reports furnished by it to the holders of its common units
generally to be filed with the Trustee and mailed to the Holders in the manner
and to the extent provided in Section 5.03.


 


(c)           The
Partnership shall provide the Trustee with a sufficient number of copies of all
reports and other documents and information that the Trustee may be required to
deliver to Holders under this Section.


 


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(d)           The
Partnership shall, so long as any of the Debt Securities are Outstanding,
deliver to the Trustee, within 30 days of any Officer of the General Partner
becoming aware of the occurrence of any Default or Event of Default, an
Officers’ Certificate specifying such Default or Event of Default and what
action the Issuers are taking or propose to take with respect thereto.


 


Section 4.06           Compliance
Certificate.


 


(a)           The
Issuers shall, so long as any of the Debt Securities are outstanding, deliver
to the Trustee, within 120 days after the end of each fiscal year of the
Issuers, an Officers’ Certificate stating that a review of the activities of
the Issuers and the Partnership’s Subsidiaries during the preceding fiscal year
has been made under the supervision of the signing Officers with a view to
determining whether the Issuers have kept, observed, performed and fulfilled
their obligations under this Indenture, and further stating, as to each such
Officer signing such certificate, that to the best of his knowledge the Issuers
have kept, observed, performed and fulfilled each and every covenant contained
in this Indenture and are not in default in the performance or observance of
any of the terms, provisions and conditions hereof, without regard to any grace
period or requirement of notice required by this Indenture (or, if a Default or
Event of Default shall have occurred, describing all such Defaults or Events of
Default of which such Officer may have knowledge and what action the Issuers
are taking or propose to take with respect thereto) and that to the best of his
knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of, or premium, if any, or interest, if
any, on the Debt Securities are prohibited or, if such event has occurred, a
description of the event and what action the Issuers are taking or propose to
take with respect thereto.


 


(b)           The
Issuers shall, so long as any of the Debt Securities are outstanding, deliver
to the Trustee within 30 days after the occurrence of any Default or Event of
Default under this Indenture, an Officers’ Certificate specifying such Default
or Event of Default, the status thereof and what action the Issuers are taking
or propose to take with respect thereto.


 


Section 4.07           Further
Instruments and Acts.  The Issuers
will, upon request of the Trustee, execute and deliver such further instruments
and do such further acts as may reasonably be necessary or proper to carry out
more effectually the purposes of this Indenture.


 


Section 4.08           Existence.  Except as permitted by Article X hereof,
the Issuers shall do or cause to be done all things necessary to preserve and
keep in full force and effect their existence and all rights (charter and
statutory) and franchises of the Partnership, provided that the Partnership
shall not be required to preserve any such existence, right or franchise, if
the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Partnership.


 


Section 4.09           Maintenance
of Properties.  The Partnership shall
cause all properties owned by the Partnership or any of its Subsidiaries or
used or held for use in the conduct of its business or the business of any such
Subsidiary to be maintained and kept in good condition, repair and working
order (reasonable wear and tear excepted) and supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Partnership may be necessary so that the


 


28





















 


business carried
on in connection therewith may be properly and advantageously conducted at all
times; provided that nothing in this Section shall prevent the Partnership
from discontinuing the operation or maintenance of any of such properties if
such discontinuance is, in the judgment of the Partnership, desirable in the
conduct of the Partnership’s business or the business of any such Subsidiary
and not disadvantageous in any material respect to the Holders.


 


Section 4.10           Payment of
Taxes and Other Claims.  The Issuers
shall pay or discharge or cause to be paid or discharged, before the same shall
become delinquent, (a) all taxes, assessments and governmental charges
levied or imposed upon the Issuers or any of the Partnership’s Subsidiaries or
upon the income, profits or property of the Issuers or any of the Partnership’s
Subsidiaries, and (b) all lawful claims for labor, materials and supplies
which, if unpaid, might by law become a Lien upon the property of the Issuers
or any of their Subsidiaries; provided that the Issuers shall not be required
to pay or discharge or cause to be paid or discharged any such tax, assessment,
charge or claim whose amount, applicability or validity is being contested in
good faith by appropriate proceedings.


 


Section 4.11           Waiver of
Certain Covenants.  The Issuers and
the Subsidiary Guarantors may, with respect to the Debt Securities of any
series, omit in any particular instance to comply with any covenant set forth
in this Article IV (except Sections 4.01 through 4.08) or made applicable
to such Debt Securities pursuant to Section 2.03, if, before or after the
time for such compliance, the Holders of at least a majority in principal
amount of the Outstanding Debt Securities of each series affected, waive such
compliance in such instance with such covenant, except as required by the TIA,
but no such waiver shall extend to or affect such covenant except to the extent
so expressly waived, and, until such waiver shall become effective, the
obligations of the Issuers and the Subsidiary Guarantors and the duties of the
Trustee in respect of any such covenant shall remain in full force and effect.


 


ARTICLE V

HOLDERS’ LISTS AND REPORTS BY THE TRUSTEE


 


Section 5.01           Issuers to
Furnish Trustee Information as to Names and Addresses of Holders; Preservation
of Information.  The Issuers covenant
and agree that they will furnish or cause to be furnished to the Trustee with
respect to the Debt Securities of each series:


 


(a)           not
more than 15 days after each record date with respect to the payment of
interest, if any, a list, in such form as the Trustee may reasonably require,
of the names and addresses of the Holders as of such record date, and


 


(b)           at
such other times as the Trustee may request in writing, within 30 days after
the receipt by the Issuers of any such request, a list of similar form and contents
as of a date not more than 15 days prior to the time such list is furnished;


 


provided,
however, that so long as the Trustee shall be the Registrar, such lists shall
not be required to be furnished.


 


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The Trustee shall
preserve, in as current a form as is reasonably practicable, all information as
to the names and addresses of the Holders (i) contained in the most recent
list furnished to it as provided in this Section 5.01 or (ii) received
by it in the capacity of paying agent or Registrar (if so acting) hereunder.


 


The Trustee may destroy
any list furnished to it as provided in this Section 5.01 upon receipt of
a new list so furnished.


 


Section 5.02           Communications
to Holders.  Holders may communicate
pursuant to Section 312(b) of the TIA with other Holders with respect
to their rights under this Indenture or the Debt Securities.  The Issuers, the Trustee, the Registrar and
anyone else shall have the protection of Section 312(c) of the TIA.


 


Section 5.03           Reports by
Trustee.  Within 60 days after each January 31,
beginning with the first January 31 following the date of this Indenture,
and in any event on or before April 1 in each year, the Trustee shall mail
to Holders a brief report dated as of such January 31 that complies with
TIA Section 313(a); provided, however, that if no event described in TIA Section 313(a) has
occurred within the twelve months preceding the reporting date, no report need
be transmitted.  The Trustee also shall
comply with TIA Section 313(b).


 


Reports pursuant to this Section 5.03
shall be transmitted by mail:


 


(a)           to
all Holders, as the names and addresses of such Holders appear in the Debt
Security Register; and


 


(b)           except
in the cases of reports under Section 313(b)(2) of the TIA, to each
Holder of a Debt Security of any series whose name and address appear in the
information preserved at the time by the Trustee in accordance with Section 5.01.


 


A copy of each report at
the time of its mailing to Holders shall be filed with the Securities and
Exchange Commission and each stock exchange (if any) on which the Debt
Securities of any series are listed.  The
Issuers agree to notify promptly the Trustee whenever the Debt Securities of
any series become listed on any stock exchange and of any delisting thereof.


 


Section 5.04           Record Dates
for Action by Holders.  If the
Issuers shall solicit from the Holders of Debt Securities of any series any
action (including the making of any demand or request, the giving of any
direction, notice, consent or waiver or the taking of any other action), the
Issuers may, at their option, by resolutions of the Board of Directors of each
Issuer, fix in advance a record date for the determination of Holders of Debt
Securities entitled to take such action, but the Issuers shall have no
obligation to do so.  Any such record
date shall be fixed at the Issuers’ discretion. 
If such a record date is fixed, such action may be sought or given
before or after the record date, but only the Holders of Debt Securities of
record at the close of business on such record date shall be deemed to be
Holders of Debt Securities for the purpose of determining whether Holders of
the requisite proportion of Debt Securities of such series Outstanding have
authorized or agreed or consented to such action, and for that purpose the Debt
Securities of such series Outstanding shall be computed as of such record date.


 


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ARTICLE VI

REMEDIES OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT


 


Section 6.01           Events of
Default.  If any one or more of the
following shall have occurred and be continuing with respect to Debt Securities
of any series (each of the following, an “Event of Default”):


 


(a)           default
in the payment of any installment of interest upon any Debt Securities of that
series as and when the same shall become due and payable, and continuance of
such default for a period of 30 days; or


 


(b)           default
in the payment of the principal of or premium, if any, on any Debt Securities
of that series as and when the same shall become due and payable, whether at
Stated Maturity, upon redemption, by declaration, upon required repurchase or
otherwise; or


 


(c)           default
in the payment of any sinking fund payment with respect to any Debt Securities
of that series as and when the same shall become due and payable; or


 


(d)           failure
on the part of the Issuers, or if any series of Debt Securities Outstanding
under this Indenture is entitled to the benefits of a Guarantee, any of the
Subsidiary Guarantors, duly to observe or perform any other of the covenants or
agreements on the part of the Issuers, or if applicable, any of the Subsidiary
Guarantors, in the Debt Securities of that series, in any resolutions of the
Board of Directors of the Issuers authorizing the issuance of that series of
Debt Securities, in this Indenture with respect to such series or in any
supplemental Indenture with respect to such series (other than a covenant a
default in the performance of which is elsewhere in this Section specifically
dealt with), continuing for a period of 60 days after the date on which written
notice specifying such failure and requiring the Issuers, or if applicable, the
Subsidiary Guarantor, to remedy the same shall have been given, by registered
or certified mail, to the Issuers, or if applicable, the Subsidiary Guarantor,
by the Trustee or to the Issuers, or if applicable, the Subsidiary Guarantor,
and the Trustee by the Holders of at least 25% in aggregate principal amount of
the Debt Securities of that series at the time Outstanding; or


 


(e)           either
of the Issuers or, if any series of Debt Securities Outstanding under this
Indenture is entitled to the benefits of a Guarantee, any of the Subsidiary
Guarantors, pursuant to or within the meaning of any Bankruptcy Law,


 


(i)    commences a
voluntary case,


 


(ii)   consents to the
entry of an order for relief against it in an involuntary case,


 


(iii)  consents
to the appointment of a Custodian of it or for all or substantially all of its
property; or


 


(iv)  makes a general
assignment for the benefit of its creditors;


 


(f)            a
court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:


 


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(i)    is for relief
against either of the Issuers or. if any series of Debt Securities Outstanding
under this Indenture is entitled to the benefits of a Guarantee, any of the
Subsidiary Guarantors, as debtor in an involuntary case,


 


(ii)   appoints a
Custodian of either of the Issuers or, if any series of Debt Securities Outstanding
under this Indenture is entitled to the benefits of a Guarantee, any of the
Subsidiary Guarantors, or a Custodian for all or substantially all of the
property of either of the Issuers, or if applicable, any of the Subsidiary
Guarantors, or


 


(iii)  orders
the liquidation of either of the Issuers, or if any series of Debt Securities
Outstanding under this Indenture is entitled to the benefits of a Guarantee,
any of the Subsidiary Guarantors,


 


and the order or decree
remains unstayed and in effect for 60 days;


 


(g)           if
any series of Debt Securities Outstanding under this Indenture is entitled to
the benefits of a Guarantee, the Guarantee of any of the Subsidiary Guarantors
ceases to be in full force and effect with respect to Debt Securities of that
series (except as otherwise provided in this Indenture) or is declared null and
void in a judicial proceeding or any of the Subsidiary Guarantors denies or
disaffirms its obligations under this Indenture or such Guarantee; or


 


(h)           any
other Event of Default provided with respect to Debt Securities of that series;
then and in each and every case that an Event of Default described in
clause (a), (b), (c), (d), (g), or (h) with respect to Debt
Securities of that series at the time Outstanding occurs and is continuing,
unless the principal of, premium, if any, and interest on all the Debt
Securities of that series shall have already become due and payable, either the
Trustee or the Holders of not less than 25% in aggregate principal amount of
the Debt Securities of that series then Outstanding hereunder, by notice in
writing to the Issuers (and to the Trustee if given by Holders), may declare
the principal of (or, if the Debt Securities of that series are Original Issue
Discount Debt Securities, such portion of the principal amount as may be
specified in the terms of that series), premium, if any, and interest on all
the Debt Securities of that series to be due and payable immediately, and upon
any such declaration the same shall become and shall be immediately due and
payable, anything in this Indenture or in the Debt Securities of that series
contained to the contrary notwithstanding. 
If an Event of Default described in clause (e) or (f) occurs,
then and in each and every such case, unless the principal of and interest on
all the Debt Securities shall have become due and payable, the principal of
(or, if any Debt Securities are Original Issue Discount Debt Securities, such
portion of the principal amount as may be specified in the terms thereof),
premium, if any, and interest on all the Debt Securities then Outstanding
hereunder shall ipso facto become and be immediately due and payable without
any declaration or other act on the part of the Trustee or any Holders,
anything in this Indenture or in the Debt Securities contained to the contrary
notwithstanding.


 


The Holders of a majority
in aggregate principal amount of the Debt Securities of a particular series by
written notice to the Trustee may waive all past Defaults (except with respect
to the nonpayment of principal, premium, if any, or interest) and rescind an
acceleration and its consequences if the rescission would not conflict with any
judgment or decree of a court of


 


32





















 


competent
jurisdiction already rendered and if all existing Events of Default have been
cured or waived except nonpayment of principal, premium, if any, or interest
that has become due solely because of acceleration.  Upon any such rescission, the parties hereto
shall be restored respectively to their several positions and rights hereunder,
and all rights, remedies and powers of the parties hereto shall continue as
though no such proceeding had been taken.


 


Section 6.02           Collection of
Debt by Trustee, etc.  If an Event of
Default occurs and is continuing, the Trustee, in its own name and as trustee
of an express trust, shall be entitled and empowered to institute any action or
proceedings at law or in equity for the collection of the sums so due and
unpaid or enforce the performance of any provision of the Debt Securities of
the affected series or this Indenture, and may prosecute any such action or
proceedings to judgment or final decree, and may enforce any such judgment or
final decree against the Subsidiary Guarantors or the Issuers or any other obligor
upon the Debt Securities of such series (and collect in the manner provided by
law out of the property of the Subsidiary Guarantors or the Issuers or any
other obligor upon the Debt Securities of such series wherever situated the
moneys adjudged or decreed to be payable).


 


In case there shall be
pending proceedings for the bankruptcy or for the reorganization of the
Subsidiary Guarantors or the Issuers or any other obligor upon the Debt
Securities of any series under any Bankruptcy Law, or in case a Custodian shall
have been appointed for its property, or in case of any other similar judicial
proceedings relative to the Subsidiary Guarantors or the Issuers or any other
obligor upon the Debt Securities of any series, its creditors or its property,
the Trustee, irrespective of whether the principal of Debt Securities of any
series shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand
pursuant to the provisions of this Section 6.02, shall be entitled and
empowered, by intervention in such proceedings or otherwise, to file and prove
a claim or claims for the whole amount of principal, premium, if any, and
interest (or, if the Debt Securities of such series are Original Issue Discount
Debt Securities, such portion of the principal amount as may be specified in
the terms of such series) owing and unpaid in respect of the Debt Securities of
such series, and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
reasonable compensation to the Trustee, its agents, attorneys and counsel, and
for reimbursement of all expenses and liabilities incurred, and all advances
made, by the Trustee except as a result of its negligence or bad faith) and of
the Holders thereof allowed in any such judicial proceedings relative to the
Subsidiary Guarantors or the Issuers, or any other obligor upon the Debt
Securities of such series, its creditors or its property, and to collect and
receive any moneys or other property payable or deliverable on any such claims,
and to distribute all amounts received with respect to the claims of such
Holders and of the Trustee on their behalf, and any receiver, assignee or
trustee in bankruptcy or reorganization is hereby authorized by each of such
Holders to make payments to the Trustee, and, in the event that the Trustee
shall consent to the making of payments directly to such Holders, to pay to the
Trustee such amount as shall be sufficient to cover reasonable compensation to
the Trustee, its agents, attorneys and counsel, and all other reasonable
expenses and liabilities incurred, and all advances made, by the Trustee except
as a result of its negligence or bad faith.


 


All rights of action and
of asserting claims under this Indenture, or under any of the Debt Securities
of any series, may be enforced by the Trustee without the possession of any
such Debt


 


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Securities, or the
production thereof in any trial or other proceedings relative thereto, and any
such action or proceedings instituted by the Trustee shall be brought in its
own name as trustee of an express trust, and any recovery of judgment (except
for any amounts payable to the Trustee pursuant to Section 7.06) shall be
for the ratable benefit of the Holders of all the Debt Securities in respect of
which such action was taken.


 


In case of an Event of
Default hereunder the Trustee may in its discretion proceed to protect and
enforce the rights vested in it by this Indenture by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any
of such rights, either at law or in equity or in bankruptcy or otherwise,
whether for the specific enforcement of any covenant or agreement contained in
this Indenture or in aid of the exercise of any power granted in this
Indenture, or to enforce any other legal or equitable right vested in the
Trustee by this Indenture or by law.


 


Section 6.03           Application
of Moneys Collected by Trustee.  Any
moneys or other property collected by the Trustee pursuant to Section 6.02
with respect to Debt Securities of any series shall be applied, in the order
following, at the date or dates fixed by the Trustee for the distribution of
such moneys or other property, upon presentation of the several Debt Securities
of such series in respect of which moneys or other property have been
collected, and the notation thereon of the payment, if only partially paid, and
upon surrender thereof if fully paid:


 


FIRST:  To the payment of all money due the Trustee
pursuant to Section 7.06;


 


SECOND:  In case the principal of the Outstanding Debt
Securities in respect of which such moneys have been collected shall not have
become due, to the payment of interest on the Debt Securities of such series in
the order of the maturity of the installments of such interest, with interest
(to the extent that such interest has been collected by the Trustee) upon the
overdue installments of interest at the rate or Yield to Maturity (in the case
of Original Issue Discount Debt Securities) borne by the Debt Securities of
such series, such payments to be made ratably to the Persons entitled thereto,
without discrimination or preference;


 


THIRD:  In case the principal of the Outstanding Debt
Securities in respect of which such moneys have been collected shall have
become due, by declaration or otherwise, to the payment of the whole amount
then owing and unpaid upon the Debt Securities of such series for principal and
premium, if any, and interest, with interest on the overdue principal and
premium, if any, and (to the extent that such interest has been collected by
the Trustee) upon overdue installments of interest at the rate or Yield to
Maturity (in the case of Original Issue Discount Debt Securities) borne by the
Debt Securities of such series; and, in case such moneys shall be insufficient
to pay in full the whole amount so due and unpaid upon the Debt Securities of
such series, then to the payment of such principal and premium, if any, and
interest, without preference or priority of principal and premium, if any, over
interest, or of interest over principal and premium, if any, or of any
installment of interest over any other installment of interest, or of any Debt
Security of such series over any Debt Security of such series, ratably to the
aggregate of such principal and premium, if any, and interest; and


 


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FOURTH:  The remainder, if any, shall be paid to the
Subsidiary Guarantors or the Issuers, as applicable, their successors or
assigns, or to whomsoever may be lawfully entitled to receive the same, or as a
court of competent jurisdiction may direct.


 


The Trustee may fix a
record date and payment date for any payment to Holders pursuant to this Section 6.03.  At least 15 days before such record date, the
Issuers shall mail to each Holder and the Trustee a notice that states the
record date, the payment date and amount to be paid.


 


Section 6.04           Limitation on
Suits by Holders.  No Holder of any
Debt Security of any series shall have any right by virtue or by availing of
any provision of this Indenture to institute any action or proceeding at law or
in equity or in bankruptcy or otherwise, upon or under or with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless such Holder previously shall have given to the Trustee
written notice of an Event of Default with respect to Debt Securities of that
same series and of the continuance thereof and unless the Holders of not less
than 25% in aggregate principal amount of the Outstanding Debt Securities of
that series shall have made written request upon the Trustee to institute such
action or proceedings in respect of such Event of Default in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity or security as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity or security
shall have failed to institute any such action or proceedings and no direction
inconsistent with such written request shall have been given to the Trustee
pursuant to Section 6.06; it being understood and intended, and being
expressly covenanted by the Holder of every Debt Security with every other
Holder and the Trustee, that no one or more Holders shall have any right in any
manner whatever by virtue or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of any Holders, or to obtain or seek to
obtain priority over or preference to any other such Holder, or to enforce any
right under this Indenture, except in the manner herein provided and for the
equal, ratable and common benefit of all such Holders.  For the protection and enforcement of the
provisions of this Section 6.04, each and every Holder and the Trustee
shall be entitled to such relief as can be given either at law or in equity.


 


Notwithstanding any other
provision in this Indenture, however, the right of any Holder of any Debt
Security to receive payment of the principal of, and premium, if any, and
(subject to Section 2.12) interest on, such Debt Security, on or after the
respective due dates expressed in such Debt Security, and to institute suit for
the enforcement of any such payment on or after such respective dates, shall
not be impaired or affected without the consent of such Holder.


 


Section 6.05           Remedies
Cumulative; Delay or Omission in Exercise of Rights Not a Waiver of Default.  All powers and remedies given by this Article VI
to the Trustee or to the Holders shall, to the extent permitted by law, be
deemed cumulative and not exclusive of any thereof or of any other powers and
remedies available to the Trustee or the Holders, by judicial proceedings or
otherwise, to enforce the performance or observance of the covenants and
agreements contained in this Indenture, and no delay or omission of the Trustee
or of any Holder to exercise any right or power accruing upon any Default
occurring and continuing as aforesaid, shall impair any such right or power, or
shall be construed to be a waiver of any such Default or an acquiescence
therein; and, subject to the provisions of Section 6.04, every power and
remedy


 


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given by this Article VI
or by law to the Trustee or to the Holders may be exercised from time to time,
and as often as shall be deemed expedient, by the Trustee or by the Holders.


 


Section 6.06           Rights of
Holders of Majority in Principal Amount of Debt Securities to Direct Trustee
and to Waive Default.  The Holders of
a majority in aggregate principal amount of the Debt Securities of any series
at the time Outstanding shall have the right to direct the time, method, and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any right, trust or power conferred on the Trustee, with respect to
the Debt Securities of such series; provided, however, that such direction
shall not be otherwise than in accordance with law and the provisions of this
Indenture, and that subject to the provisions of Section 7.01, the Trustee
shall have the right to decline to follow any such direction if the Trustee
being advised by counsel shall determine that the action so directed may not
lawfully be taken, or if the Trustee shall by a responsible officer or officers
determine that the action so directed would involve it in personal liability or
would be unduly prejudicial to Holders of Debt Securities of such series not
taking part in such direction; and provided, further, however, that nothing in
this Indenture contained shall impair the right of the Trustee to take any
action deemed proper by the Trustee and which is not inconsistent with such
direction by such Holders.  Prior to the
acceleration of the maturity of the Debt Securities of any series, as provided
in Section 6.01, the Holders of a majority in aggregate principal amount
of the Debt Securities of that series at the time Outstanding may on behalf of
the Holders of all the Debt Securities of that series waive any past Default or
Event of Default and its consequences for that series, except a Default in the
payment of the principal of, and premium, if any, or interest on, any of the
Debt Securities and a Default in respect of a provision that under Section 9.02
cannot be amended without the consent of each Holder affected thereby.  In case of any such waiver, such Default
shall cease to exist, any Event of Default arising therefrom shall be deemed to
have been cured for every purpose of this Indenture, and the Subsidiary
Guarantors, the Issuers, the Trustee and the Holders of the Debt Securities of
that series shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.


 


Section 6.07           Trustee to
Give Notice of Defaults Known to It, but May Withhold Such Notice in Certain
Circumstances.  The Trustee shall,
within 90 days after the occurrence of a Default known to it, or if later,
within 30 days after the Trustee obtains actual knowledge of the Default, with
respect to a series of Debt Securities give to the Holders thereof, in the
manner provided in Section 13.03, notice of all Defaults with respect to
such series known to the Trustee, unless such Defaults shall have been cured or
waived before the giving of such notice; provided, that, except in the case of
Default in the payment of the principal of, or premium, if any, or interest on,
any of the Debt Securities of such series or in the making of any sinking fund
payment with respect to the Debt Securities of such series, the Trustee shall
be protected in withholding such notice if and so long as the board of
directors, the executive committee or a committee of directors or responsible
officers of the Trustee in good faith determine that the withholding of such
notice is in the interests of the Holders thereof.


 


Section 6.08           Requirement
of an Undertaking to Pay Costs in Certain Suits under the Indenture or Against
the Trustee.  All parties to this
Indenture agree, and each Holder of any Debt Security by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require,
in any suit for the enforcement of any right or remedy under this Indenture, or


 


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in any suit
against the Trustee for any action taken or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit in the manner and to the extent provided in the TIA, and that such
court may in its discretion assess reasonable costs, including reasonable
attorneys’ fees and expenses, against any party litigant in such suit, having
due regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section 6.08 shall not apply to
any suit instituted by the Trustee, to any suit instituted by any Holder, or
group of Holders, holding in the aggregate more than 25 percent in principal
amount of the Outstanding Debt Securities of that series or to any suit
instituted by any Holder for the enforcement of the payment of the principal
of, or premium, if any, or interest on, any Debt Security on or after the due
date for such payment expressed in such Debt Security.


 


ARTICLE VII

CONCERNING THE TRUSTEE


 


Section 7.01           Certain
Duties and Responsibilities.  The
Trustee, prior to the occurrence of an Event of Default and after the curing or
waiving of all Events of Default which may have occurred, undertakes to perform
such duties and only such duties as are specifically set forth in this
Indenture.  In case an Event of Default
has occurred (which has not been cured or waived), the Trustee shall exercise
such of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise, as a prudent man would exercise or
use under the circumstances in the conduct of his own affairs.


 


No provision of this
Indenture shall be construed to relieve the Trustee from liability for its own
negligent action, its own negligent failure to act, its own bad faith or its
own willful misconduct, except that:


 


(a)           this
paragraph shall not be construed to limit the effect of the first paragraph of
this Section 7.01;


 


(b)           prior
to the occurrence of an Event of Default with respect to the Debt Securities of
a series and after the curing or waiving of all Events of Default with respect
to such series which may have occurred:


 


(i)    the duties and
obligations of the Trustee with respect to Debt Securities of any series shall
be determined solely by the express provisions of this Indenture, and the
Trustee shall not be liable except for the performance of such duties and
obligations with respect to such series as are specifically set forth in this
Indenture, and no implied covenants or obligations with respect to such series
shall be read into this Indenture against the Trustee;


 


(ii)   in the absence of
bad faith on the part of the Trustee, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the Trustee and
conforming to the requirements of this Indenture; but in the case of any such
certificates or opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall be under a duty to
examine the same to determine whether or not they conform to the


 


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requirements of this Indenture; but the Trustee shall examine the
evidence furnished to it pursuant to Sections 4.05 and 4.06 to determine
whether or not such evidence conforms to the requirement of this Indenture;


 


(iii)  the
Trustee shall not be liable for an error of judgment made in good faith by a
responsible officer, unless it shall be proved that the Trustee was negligent
in ascertaining the pertinent facts; and


 


(iv)  the Trustee shall
not be liable with respect to any action taken or omitted to be taken by it
with respect to Debt Securities of any series in good faith in accordance with
the direction of the Holders of not less than a majority in aggregate principal
amount of the Outstanding Debt Securities of that series relating to the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, under
this Indenture with respect to Debt Securities of such series.


 


None of the provisions of
this Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur any personal financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, if
there shall be reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it.


 


Whether or not therein
expressly so provided, every provision of this Indenture relating to the
conduct or affecting the liability of or affording protection to the Trustee
shall be subject to the provisions of this Section.


 


Section 7.02           Certain
Rights of Trustee.  Except as
otherwise provided in Section 7.01:


 


(a)           the
Trustee may rely and shall be protected in acting or refraining from acting
upon any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note or other
paper or document (whether in its original or facsimile form) believed by it to
be genuine and to have been signed or presented by the proper party or parties;


 


(b)           any
request, direction, order or demand of the Issuers mentioned herein shall be
sufficiently evidenced by an Issuer Order (unless other evidence in respect
thereof be herein specifically prescribed); and any resolution of either Board
of Directors may be evidenced to the Trustee by a copy thereof certified by the
Secretary or an Assistant Secretary of the General Partner or Finance Corp;


 


(c)           the
Trustee may consult with counsel, and the advice of such counsel or any Opinion
of Counsel shall be full and complete authorization and protection in respect
of any action taken or suffered or omitted by it hereunder in good faith and in
accordance with such advice or Opinion of Counsel;


 


(d)           the
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request, order or direction of any of the
Holders of Debt


 


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Securities of any series pursuant to the provisions of
this Indenture, unless such Holders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
which may be incurred therein or thereby;


 


(e)           the
Trustee shall not be liable for any action taken or omitted by it in good faith
and reasonably believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Indenture;


 


(f)            prior
to the occurrence of an Event of Default and after the curing of all Events of
Default which may have occurred, the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, approval or other paper or document, unless requested in writing to do
so by the Holders of a majority in aggregate principal amount of the then
Outstanding Debt Securities of a series affected by such matter; provided,
however, that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of
such investigation is not, in the opinion of the Trustee, reasonably assured to
the Trustee by the security afforded to it by the terms of this Indenture, the
Trustee may require reasonable indemnity against such costs, expenses or
liabilities as a condition to so proceeding, and the reasonable expense of
every such investigation shall be paid by the Issuers or, if paid by the
Trustee, shall be repaid by the Issuers upon demand;


 


(g)           the
Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys and the Trustee
shall not be responsible for any misconduct or negligence on the part of any
agent or attorney appointed by it with due care hereunder; and


 


(h)           if
any property other than cash shall at any time be subject to a Lien in favor of
the Holders, the Trustee, if and to the extent authorized by a receivership or
bankruptcy court of competent jurisdiction or by the supplemental instrument
subjecting such property to such Lien, shall be entitled to make advances for
the purpose of preserving such property or of discharging tax Liens or other
prior Liens or encumbrances thereon.


 


Section 7.03           Trustee Not
Liable for Recitals in Indenture or in Debt Securities.  The recitals contained herein and in the Debt
Securities (except the Trustee’s certificate of authentication) shall be taken
as the statements of the Issuers, and the Trustee assumes no responsibility for
the correctness of the same.  The Trustee
makes no representations as to the validity or sufficiency of this Indenture or
of the Debt Securities of any series, except that the Trustee represents that
it is duly authorized to execute and deliver this Indenture, authenticate the
Debt Securities and perform its obligations hereunder, and that the statements
made by it or to be made by it in a Statement of Eligibility and Qualification
on Form T-1 supplied to the Issuers are true and accurate.  The Trustee shall not be accountable for the
use or application by the Issuers of any of the Debt Securities or of the
proceeds thereof.


 


Section 7.04           Trustee,
Paying Agent or Registrar May Own Debt Securities.  The Trustee or any paying agent or Registrar,
in its individual or any other capacity, may become the owner or pledgee of
Debt Securities and subject to the provisions of the TIA relating to conflicts


 


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of interest and
preferential claims may otherwise deal with the Issuers with the same rights it
would have if it were not Trustee, paying agent or Registrar.


 


Section 7.05           Moneys
Received by Trustee to Be Held in Trust. 
Subject to the provisions of Section 11.05, all moneys received by
the Trustee shall, until used or applied as herein provided, be held in trust
for the purposes for which they were received, but need not be segregated from
other funds except to the extent required by law.  The Trustee shall be under no liability for
interest on any moneys received by it hereunder.  So long as no Event of Default shall have
occurred and be continuing, all interest allowed on any such moneys shall be
paid from time to time to the Issuers upon an Issuer Order.


 


Section 7.06           Compensation
and Reimbursement.  Each of the
Issuers covenants and agrees to pay in Dollars to the Trustee from time to
time, and the Trustee shall be entitled to, reasonable compensation for all
services rendered by it hereunder (which shall not be limited by any provision
of law in regard to the compensation of a trustee of an express trust), and,
except as otherwise expressly provided herein, the Issuers will pay or
reimburse in Dollars the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any of the provisions of this Indenture (including the reasonable compensation
and the expenses and disbursements of its agents, attorneys and counsel and of
all Persons not regularly in its employ), including without limitation, Section 6.02,
except any such expense, disbursement or advances as may arise from its
negligence, willful misconduct or bad faith. 
Each of the Issuers also covenants to indemnify in Dollars the Trustee
for, and to hold it harmless against, any loss, liability or expense incurred
without negligence, willful misconduct or bad faith on the part of the Trustee,
arising out of or in connection with the acceptance or administration of this
trust or trusts hereunder, including the reasonable costs and expenses of
defending itself against any claim of liability in connection with the exercise
or performance of any of its powers or duties hereunder.  The obligations of the Issuers under this Section 7.06
to compensate and indemnify the Trustee and to pay or reimburse the Trustee for
expenses, disbursements and advances shall constitute additional Debt hereunder
and shall survive the satisfaction and discharge of this Indenture.  The Issuers and the Holders agree that such
additional Debt shall be secured by a Lien prior to that of the Debt Securities
upon all property and funds held or collected by the Trustee, as such, except
funds held in trust for the payment of principal of, and premium, if any, or
interest on, particular Debt Securities.


 


When the Trustee incurs
expenses or renders services after an Event of Default specified in Section 6.01(e) or
(f) occurs, the expenses and the compensation for the services are intended
to constitute expenses of administration under any bankruptcy, insolvency,
reorganization or other similar law.


 


Section 7.07           Right of
Trustee to Rely on an Officers’ Certificate Where No Other Evidence
Specifically Prescribed.  Except as
otherwise provided in Section 7.01, whenever in the administration of the
provisions of this Indenture the Trustee shall deem it necessary or desirable
that a matter be proved or established prior to taking or suffering or omitting
any action hereunder, such matter (unless other evidence in respect thereof be
herein specifically prescribed) may, in the absence of negligence or bad faith
on the part of the Trustee, be deemed to be conclusively proved and established
by an Officers’ Certificate delivered to the Trustee and such certificate, in
the absence of negligence or bad faith on the part of the Trustee, shall be
full


 


40





















 


warrant to the
Trustee for any action taken, suffered or omitted by it under the provisions of
this Indenture upon the faith thereof.


 


Section 7.08           Separate
Trustee; Replacement of Trustee.  The
Issuers may, but need not, appoint a separate Trustee for any one or more
series of Debt Securities.  The Trustee
may resign with respect to one or more or all series of Debt Securities at any
time by giving notice to the Issuers. 
The Holders of a majority in principal amount of the Debt Securities of
a particular series may remove the Trustee for such series and only such series
by so notifying the Trustee and may appoint a successor Trustee.  The Issuers shall remove the Trustee if:


 


(a)           the
Trustee fails to comply with Section 7.10;


 


(b)           the
Trustee is adjudged bankrupt or insolvent;


 


(c)           a
Custodian takes charge of the Trustee or its property; or


 


(d)           the
Trustee otherwise becomes incapable of acting.


 


If
the Trustee resigns, is removed by the Issuers or by the Holders of a majority
in principal amount of the Debt Securities of a particular series and such
Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy
exists in the office of Trustee for any reason (the Trustee in such event being
referred to herein as the retiring Trustee), the Issuers shall promptly appoint
a successor Trustee.  No resignation or
removal of the Trustee and no appointment of a successor Trustee shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of this Section 7.08.


 


A successor Trustee shall
deliver a written acceptance of its appointment to the retiring Trustee and to
the Issuers.  Thereupon the resignation
or removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture.  The successor Trustee shall
mail a notice of its succession to Holders of Debt Securities of each
applicable series.  The retiring Trustee
shall promptly transfer all property held by it as Trustee to the successor
Trustee, subject to the Lien provided for in Section 7.06.


 


If a successor Trustee
does not take office within 60 days after the retiring Trustee gives notice of
resignation or is removed, the retiring Trustee or the Holders of 25% in
principal amount of the Debt Securities of any applicable series may petition
any court of competent jurisdiction for the appointment of a successor Trustee
for the Debt Securities of such series.


 


If the Trustee fails to
comply with Section 7.10, any Holder of Debt Securities of any applicable
series may petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee for the Debt Securities of
such series.


 


Notwithstanding the
replacement of the Trustee pursuant to this Section 7.08, the Issuers’
obligations under Section 7.06 shall continue for the benefit of the
retiring Trustee.


 


In the case of the
appointment hereunder of a separate or successor trustee with respect to the
Debt Securities of one or more series, the Issuers, any retiring Trustee and
each successor or


 


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separate Trustee
with respect to the Debt Securities of any applicable series shall execute and
deliver an Indenture supplemental hereto (i) which shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of any retiring Trustee with respect to the
Debt Securities of any series as to which any such retiring Trustee is not
retiring shall continue to be vested in such retiring Trustee and (ii) that
shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one trustee, it being understood that nothing herein or
in such supplemental Indenture shall constitute such Trustees co-trustees of
the same trust and that each such separate, retiring or successor Trustee shall
be Trustee of a trust or trusts hereunder separate and apart from any trust or
trusts hereunder administered by any other such Trustee.


 


Section 7.09           Successor
Trustee by Merger.  If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation or banking
association without any further act shall be the successor Trustee.


 


In case at the time such
successor or successors by merger, conversion or consolidation to the Trustee
shall succeed to the trusts created by this Indenture any of the Debt
Securities shall have been authenticated but not delivered, any such successor
to the Trustee may adopt the certificate of authentication of any predecessor
trustee, and deliver such Debt Securities so authenticated; and in case at that
time any of the Debt Securities shall not have been authenticated, any
successor to the Trustee may authenticate such Debt Securities either in the
name of any predecessor hereunder or in the name of the successor to the
Trustee; and in all such cases such certificates shall have the full force
which it is anywhere in the Debt Securities or in this Indenture provided that
the certificate of the Trustee shall have.


 


Section 7.10           Eligibility;
Disqualification.  The Trustee shall
at all times satisfy the requirements of Section 310(a) of the
TIA.  The Trustee shall have a combined
capital and surplus of at least $50,000,000 as set forth in its most recent
published annual report of condition.  No
obligor upon the Debt Securities of a particular series or Person directly or
indirectly controlling, controlled by or under common control with such obligor
shall serve as Trustee upon the Debt Securities of such series.  The Trustee shall comply with Section 310(b) of
the TIA; provided, however, that there shall be excluded from the operation of Section 310(b)(1) of
the TIA this Indenture or any indenture or indentures under which other
securities or certificates of interest or participation in other securities of
the Issuers are outstanding if the requirements for such exclusion set forth in
Section 310(b)(1) of the TIA are met.


 


Section 7.11           Preferential
Collection of Claims Against Issuers. 
The Trustee shall comply with Section 311(a) of the TIA,
excluding any creditor relationship listed in Section 311(b) of the
TIA.  A Trustee who has resigned or been
removed shall be subject to Section 311(a) of the TIA to the extent
indicated therein.


 


Section 7.12           Compliance
with Tax Laws.  The Trustee hereby
agrees to comply with all U.S. Federal income tax information reporting and
withholding requirements applicable to it


 


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with respect to
payments of premium (if any) and interest on the Debt Securities, whether
acting as Trustee, Registrar, paying agent or otherwise with respect to the
Debt Securities.


 


ARTICLE VIII

CONCERNING THE HOLDERS


 


Section 8.01           Evidence of
Action by Holders.  Whenever in this
Indenture it is provided that the Holders of a specified percentage in
aggregate principal amount of the Debt Securities of any or all series may take
action (including the making of any demand or request, the giving of any
direction, notice, consent or waiver or the taking of any other action) the
fact that at the time of taking any such action the Holders of such specified
percentage have joined therein may be evidenced by any instrument or any number
of instruments of similar tenor executed by Holders in Person or by agent or
proxy appointed in writing, by the record of the Holders voting in favor
thereof at any meeting of Holders duly called and held in accordance with the
provisions of Section 5.02 or by a combination of such instrument or
instruments and any such record of such a meeting of Holders.


 


Section 8.02           Proof of
Execution of Instruments and of Holding of Debt Securities.  Subject to the provisions of Sections 7.01,
7.02 and 13.09, proof of the execution of any instrument by a Holder or his
agent or proxy shall be sufficient if made in accordance with such reasonable rules and
regulations as may be prescribed by the Trustee or in such manner as shall be
satisfactory to the Trustee. The ownership of Debt Securities of any series
shall be proved by the Debt Security Register or by a certificate of the
Registrar for such series. The Trustee may require such additional proof of any
matter referred to in this Section 8.02 as it shall deem necessary.


 


Section 8.03           Who May Be
Deemed Owner of Debt Securities. 
Prior to due presentment for registration of transfer of any Debt
Security, the Issuers, the Subsidiary Guarantors, the Trustee, any paying agent
and any Registrar may deem and treat the Person in whose name any Debt Security
shall be registered upon the books of the Issuers as the absolute owner of such
Debt Security (whether or not such Debt Security shall be overdue and
notwithstanding any notation of ownership or other writing thereon) for the
purpose of receiving payment of or on account of the principal of and premium,
if any, and (subject to Section 2.12) interest on such Debt Security and
for all other purposes, and none of the Issuers, the Subsidiary Guarantors, the
Trustee, any paying agent or any Registrar shall be affected by any notice to
the contrary; and all such payments so made to any such Holder for the time
being, or upon his order, shall be valid and, to the extent of the sum or sums
so paid, effectual to satisfy and discharge the liability for moneys payable
upon any such Debt Security.


 


None of the Issuers, the
Subsidiary Guarantors, the Trustee, any agent of the Trustee, any paying agent
or any Registrar will have any responsibility or liability for any aspect of
the records relating to or payments made on account of beneficial ownership
interests in a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.


 


Section 8.04           Instruments
Executed by Holders Bind Future Holders. 
At any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 8.01, of the taking of any 


 


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action by the
Holders of the percentage in aggregate principal amount of the Debt Securities
of any series specified in this Indenture in connection with such action and
subject to the following paragraph, any Holder of a Debt Security which is
shown by the evidence to be included in the Debt Securities the Holders of
which have consented to such action may, by filing written notice with the
Trustee at its corporate trust office and upon proof of holding as provided in Section 8.02,
revoke such action so far as concerns such Debt Security. Except as aforesaid
any such action taken by the Holder of any Debt Security shall be conclusive
and binding upon such Holder and upon all future Holders and owners of such
Debt Security and of any Debt Security issued upon transfer thereof or in
exchange or substitution therefor, irrespective of whether or not any notation
in regard thereto is made upon such Debt Security or such other Debt
Securities. Any action taken by the Holders of the percentage in aggregate
principal amount of the Debt Securities of any series specified in this
Indenture in connection with such action shall be conclusively binding upon the
Issuers, the Subsidiary Guarantors, the Trustee and the Holders of all the Debt
Securities of such series.


 


The Issuers may, but
shall not be obligated to, fix a record date for the purpose of determining the
Holders of Debt Securities entitled to give their consent or take any other
action required or permitted to be taken pursuant to this Indenture. If a
record date is fixed, then notwithstanding the immediately preceding paragraph,
those Persons who were Holders of Debt Securities at such record date (or their
duly designated proxies), and only those Persons, shall be entitled to give
such consent or to revoke any consent previously given or to take any such
action, whether or not such Persons continue to be Holders of Debt Securities
after such record date. No such consent shall be valid or effective for more
than 120 days after such record date unless the consent of the Holders of the
percentage in aggregate principal amount of the Debt Securities of such series
specified in this Indenture shall have been received within such 120-day
period.


 


ARTICLE IX

SUPPLEMENTAL INDENTURES


 


Section 9.01       Purposes for
Which Supplemental Indenture May Be Entered into Without Consent of
Holders. The Issuers, the Subsidiary Guarantors and the Trustee may from
time to time and at any time, without the consent of Holders, enter into an
Indenture or Indentures supplemental hereto (which shall conform to the
provisions of the TIA as in force at the date of the execution thereof) for one
or more of the following purposes:


 


(a)           to
evidence the succession pursuant to Article X of another Person to an
Issuer, or successive successions, and the assumption by the Successor Company
(as defined in Section 10.01) of the covenants, agreements and obligations
of such Issuer in this Indenture and in the Debt Securities;


 


(b)           to
surrender any right or power herein conferred upon the Issuers or the
Subsidiary Guarantors, to add to the covenants of the Issuers or the Subsidiary
Guarantors such further covenants, restrictions, conditions or provisions for
the protection of the Holders of all or any series of Debt Securities (and if
such covenants are to be for the benefit of less than all series of Debt
Securities, stating that such covenants are expressly being included solely for
the benefit of such series) as the Board of Directors shall consider to be for
the protection of the Holders of


 


44





















 


such Debt Securities, and to make the occurrence, or the occurrence and
continuance, of a Default in any of such additional covenants, restrictions,
conditions or provisions a Default or an Event of Default permitting the
enforcement of all or any of the several remedies provided in this Indenture;
provided, that in respect of any such additional covenant, restriction,
condition or provision such supplemental Indenture may provide for a particular
period of grace after Default (which period may be shorter or longer than that
allowed in the case of other Defaults) or may provide for an immediate
enforcement upon such Default or may limit the remedies available to the
Trustee upon such Default or may limit the right of the Holders of a majority
in aggregate principal amount of any or all series of Debt Securities to waive
such default;


 


(c)           to
cure any ambiguity or omission or to correct or supplement any provision
contained herein, in any supplemental Indenture or in any Debt Securities of
any series that may be defective or inconsistent with any other provision
contained herein, in any supplemental Indenture or in the Debt Securities of
such series; to convey, transfer, assign, mortgage or pledge any property to or
with the Trustee, or to make such other provisions in regard to matters or
questions arising under this Indenture as shall not adversely affect the
interests of any Holders of Debt Securities of any series;


 


(d)           to
modify or amend this Indenture in such a manner as to permit the qualification
of this Indenture or any Indenture supplemental hereto under the TIA as then in
effect, except that nothing herein contained shall permit or authorize the
inclusion in any Indenture supplemental hereto of the provisions referred to in
Section 316(a)(2) of the TIA;


 


(e)           to
add to or change any of the provisions of this Indenture to change or eliminate
any restrictions on the payment of principal of, or premium, if any, on, Debt
Securities; provided, that any such action shall not adversely affect the
interests of the Holders of Debt Securities of any series in any material
respect or permit or facilitate the issuance of Debt Securities of any series
in uncertificated form;


 


(f)            to
comply with Article XIV;


 


(g)           to
add Subsidiary Guarantors with respect to any or all of the Debt Securities or
to secure any or all of the Debt Securities;


 


(h)           to
make any change that does not adversely affect the rights of any Holder;


 


(i)            to
add to, change or eliminate any of the provisions of this Indenture in respect
of one or more series of Debt Securities; provided, however, that any such
addition, change or elimination not otherwise permitted under this Section 9.01
shall neither apply to any Debt Security of any series created prior to the
execution of such supplemental Indenture and entitled to the benefit of such
provision nor modify the rights of the Holder of any such Debt Security with
respect to such provision or shall become effective only when there is no such
Debt Security Outstanding;


 


(j)            to
evidence and provide for the acceptance of appointment hereunder by a successor
or separate Trustee with respect to the Debt Securities of one or more series
and to add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee; and


 


45





















 


(k)           to
establish the form or terms of Debt Securities of any series as permitted by
Sections 2.01 and 2.03.


 


The Trustee is hereby
authorized to join with the Issuers and the Subsidiary Guarantors in the
execution of any such supplemental Indenture, to make any further appropriate
agreements and stipulations which may be therein contained and to accept the
conveyance, transfer, assignment, mortgage or pledge of any property
thereunder, but the Trustee shall not be obligated to enter into any such
supplemental Indenture which affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise.


 


Any supplemental
Indenture authorized by the provisions of this Section 9.01 may be
executed by the Issuers, the Subsidiary Guarantors and the Trustee without the
consent of the Holders of any of the Debt Securities at the time Outstanding,
notwithstanding any of the provisions of Section 9.02.


 


Section 9.02       Modification of
Indenture with Consent of Holders of Debt Securities. Without notice to any
Holder but with the consent (evidenced as provided in Section 8.01) of the
Holders of not less than a majority in aggregate principal amount of the
Outstanding Debt Securities of each series affected by such supplemental
Indenture (including consents obtained in connection with a tender offer or
exchange offer for any such series of Debt Securities), the Issuers, the
Subsidiary Guarantors and the Trustee may from time to time and at any time
enter into an Indenture or Indentures supplemental hereto (which shall conform
to the provisions of the TIA as in force at the date of execution thereof) for
the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of any supplemental
Indenture or of modifying in any manner the rights of the Holders of the Debt
Securities of such series; provided, that no such supplemental Indenture, without
the consent of the Holders of each Debt Security so affected, shall: reduce the
percentage in principal amount of Debt Securities of any series whose Holders
must consent to an amendment; reduce the rate of or extend the time for payment
of interest on any Debt Security; reduce the principal of or extend the Stated
Maturity of any Debt Security; reduce the premium payable upon the redemption
of any Debt Security or change the time at which any Debt Security may or shall
be redeemed in accordance with Article III; make any Debt Security payable
in currency other than the Dollar; impair the right of any Holder to receive
payment of premium, if any, principal of and interest on such Holder’s Debt
Securities on or after the due dates therefor or to institute suit for the
enforcement of any payment on or with respect to such Holder’s Debt Securities;
release any security that may have been granted in respect of the Debt
Securities; make any change in Section 6.06 or this Section 9.02; or,
except as provided in Section 14.04, release the Subsidiary Guarantors or
modify the Guarantee in any manner adverse to the Holders.


 


A supplemental Indenture
which changes or eliminates any covenant or other provision of this Indenture
which has been expressly included solely for the benefit of one or more
particular series of Debt Securities or which modifies the rights of the
Holders of Debt Securities of such series with respect to such covenant or
other provision, shall be deemed not to affect the rights under this Indenture
of the Holders of Debt Securities of any other series.


 


Upon the request of the
Issuers and the Subsidiary Guarantors, accompanied by a copy of resolutions of
the Board of Directors of each Issuer authorizing the execution of any such


 


46





















 


supplemental Indenture, and upon the filing with the
Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall
join with the Issuers in the execution of such supplemental Indenture unless
such supplemental Indenture affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion but shall not be obligated to enter into such supplemental
Indenture.


 


It shall not be necessary
for the consent of the Holders under this Section 9.02 to approve the
particular form of any proposed supplemental Indenture, but it shall be
sufficient if such consent shall approve the substance thereof.


 


After an amendment under
this Section 9.02 becomes effective, the Issuers shall mail to Holders of
Debt Securities of each series affected thereby a notice briefly describing
such amendment. The failure to give such notice to all such Holders, or any
defect therein, shall not impair or affect the validity of an amendment under
this Section 9.02.


 


Section 9.03       Effect of
Supplemental Indentures. Upon the execution of any supplemental Indenture
pursuant to the provisions of this Article IX, this Indenture shall be and
be deemed to be modified and amended in accordance therewith and the respective
rights, limitations of rights, obligations, duties and immunities under this
Indenture of the Trustee, the Issuers, the Subsidiary Guarantors and the
Holders shall thereafter be determined, exercised and enforced hereunder subject
in all respects to such modifications and amendments, and all the terms and
conditions of any such supplemental Indenture shall be and be deemed to be part
of the terms and conditions of this Indenture for any and all purposes.


 


The Trustee, subject to
the provisions of Sections 7.01 and 7.02, may receive an Officers’ Certificate
and an Opinion of Counsel as conclusive evidence that any such supplemental
Indenture complies with the provisions of this Article IX.


 


Section 9.04       Debt Securities May Bear
Notation of Changes by Supplemental Indentures. Debt Securities of any
series authenticated and delivered after the execution of any supplemental
Indenture pursuant to the provisions of this Article IX may, and shall if
required by the Trustee, bear a notation in form approved by the Trustee as to
any matter provided for in such supplemental Indenture. New Debt Securities of
any series so modified as to conform, in the opinion of the Trustee and the
Board of Directors, to any modification of this Indenture contained in any such
supplemental Indenture may be prepared and executed by the Issuers,
authenticated by the Trustee and delivered in exchange for the Debt Securities
of such series then Outstanding. Failure to make the appropriate notation or to
issue a new Debt Security of such series shall not affect the validity of such
amendment.


 


ARTICLE X

CONSOLIDATION, MERGER, SALE OR CONVEYANCE


 


Section 10.01     Consolidations and
Mergers of the Issuers. Neither of the Issuers shall consolidate or
amalgamate with or merge with or into any Person, or sell, convey, transfer,
lease or otherwise dispose of all or substantially all its assets to any
Person, whether in a single transaction or a series of related transactions,
except (a) in accordance with the provisions of its partnership agreement
or charter, and (b) unless: (i) either (A) such Issuer shall be
the


 


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continuing Person in the
case of a merger or (B) the resulting, surviving or transferee Person if
other than the Issuer (the “Successor Company”), shall be a partnership,
limited liability company or corporation organized and existing under the laws
of the United States, any State thereof or the District of Columbia and the
Successor Company shall expressly assume, by an Indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the Trustee, all
the obligations of such Issuer under this Indenture and the Debt Securities
according to their tenor; (ii) immediately after giving effect to such
transaction (and treating any Debt which becomes an obligation of the Successor
Company or any Subsidiary of the Successor Company as a result of such
transaction as having been incurred by the Successor Company or such Subsidiary
at the time of such transaction), no Default or Event of Default would occur or
be continuing; (iii) if the Issuer is not the continuing Person, then each
Subsidiary Guarantor, unless it has become the Successor Company, shall confirm
that its Guarantee shall continue to apply to the obligations under the Debt
Securities and this Indenture; and (iv) the Issuer shall have delivered to
the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
that such consolidation, amalgamation, merger or disposition and such
supplemental Indenture (if any) comply with this Indenture.


 


Section 10.02     Rights and Duties
of Successor Company. In case of any consolidation, amalgamation or merger
where the Issuer is not the continuing Person, or disposition of all or substantially
all of the assets of the Issuer in accordance with Section 10.01, the
Successor Company shall succeed to and be substituted for the Issuer with the
same effect as if it had been named herein as the respective party to this
Indenture, and the predecessor entity shall be released from all liabilities
and obligations under this Indenture and the Debt Securities, except that no
such release will occur in the case of a lease of all or substantially all of
its assets. The Successor Company thereupon may cause to be signed, and may
issue either in its own name or in the name of the Issuer, any or all the Debt
Securities issuable hereunder which theretofore shall not have been signed by
the Issuer and delivered to the Trustee; and, upon the order of the Successor
Company, instead of the Issuer, and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Debt Securities which previously shall have been signed and
delivered by the Officers of such Issuer to the Trustee for authentication, and
any Debt Securities which the Successor Company thereafter shall cause to be
signed and delivered to the Trustee for that purpose. All the Debt Securities
so issued shall in all respects have the same legal rank and benefit under this
Indenture as the Debt Securities theretofore or thereafter issued in accordance
with the terms of this Indenture as though all such Debt Securities had been
issued at the date of the execution hereof.


 


In case of any such
consolidation, amalgamation, merger, sale or disposition such changes in
phraseology and form (but not in substance) may be made in the Debt Securities
thereafter to be issued as may be appropriate.


 


ARTICLE XI

SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE; UNCLAIMED MONEYS


 


Section 11.01     Applicability of
Article.  The provisions of this Article XI
relating to defeasance of Debt Securities shall be applicable to each series of
Debt Securities except as otherwise specified pursuant to Section 2.03 for
Debt Securities of such series.


 


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Section 11.02     Satisfaction and
Discharge of Indenture; Defeasance.


 


(a)           If
at any time the Issuers shall have delivered to the Trustee for cancellation
all Debt Securities of any series theretofore authenticated and delivered
(other than any Debt Securities of such series which shall have been destroyed,
lost or stolen and which shall have been replaced or paid as provided in Section 2.09
and Debt Securities for whose payment money has theretofore been deposited in
trust and thereafter repaid to the Issuers as provided in Section 11.05)
or all Debt Securities of such series not theretofore delivered to the Trustee
for cancellation shall have become due and payable, or are by their terms to
become due and payable within one year or are to be called for redemption
within one year under arrangements satisfactory to the Trustee for the giving
of notice of redemption, and the Issuers shall deposit with the Trustee as trust
funds the entire amount in cash sufficient to pay at maturity or upon
redemption all Debt Securities of such series not theretofore delivered to the
Trustee for cancellation, including principal and premium, if any, and interest
due or to become due on such date of Stated Maturity or redemption date, as the
case may be, and if in either case the Issuers shall also pay or cause to be
paid all other sums payable hereunder by the Issuers, then this Indenture shall
cease to be of further effect (except as to any surviving rights of
registration of transfer or exchange of such Debt Securities herein expressly
provided for) with respect to the Debt Securities of such series, and the
Trustee, on demand of the Issuers accompanied by an Officers’ Certificate and
an Opinion of Counsel and at the cost and expense of the Issuers, shall execute
proper instruments acknowledging satisfaction of and discharging this
Indenture.


 


(b)           Subject
to Sections 11.02(c), 11.03 and 11.07, the Issuers at any time may terminate,
with respect to Debt Securities of a particular series, all their obligations
under the Debt Securities of such series and this Indenture with respect to the
Debt Securities of such series (“legal defeasance option”) or the operation of
(x) any covenant made applicable to such Debt Securities pursuant to Section 2.03,
(y) Sections 6.01(d), (g) and (h) and (z), as they relate to the
Subsidiary Guarantors only, Sections 6.01(e) and 6.01(f) (“covenant
defeasance option”). If the Issuers exercise their legal defeasance option, the
Guarantee will terminate with respect to that series of Debt Securities. The
Issuers may exercise their legal defeasance option notwithstanding their prior
exercise of the covenant defeasance option.


 


If the Issuers exercise
their legal defeasance option, payment of the Debt Securities of the defeased
series may not be accelerated because of an Event of Default. If the Issuers
exercise their covenant defeasance option, payment of the Debt Securities of
the defeased series may not be accelerated because of an Event of Default
specified in Sections 6.01(d), (g) and (h) and, with respect to the
Subsidiary Guarantors only, Sections 6.01(e) and (f) (except to the
extent covenants or agreements referenced in such Sections remain applicable).


 


Upon satisfaction of the
conditions set forth herein and upon request of the Issuers, the Trustee shall
acknowledge in writing the discharge of those obligations that the Issuers
terminate.


 


(c)           Notwithstanding
clauses (a) and (b) above, the Issuers’ obligations in Sections 2.07,
2.09, 4.02, 4.04, 5.01, 7.06, 11.05, 11.06 and 11.07 shall survive until the
Debt Securities of the defeased series have been paid in full. Thereafter, the
Issuers’ obligations in Sections 7.06, 11.05 and 11.06 shall survive.


 


49





















 


Section 11.03     Conditions of
Defeasance. The Issuers may exercise their legal defeasance option or their
covenant defeasance option with respect to Debt Securities of a particular
series only if:


 


(a)           the
Issuers irrevocably deposit in trust with the Trustee money or U.S. Government
Obligations for the payment of principal of, and premium, if any, and interest
on, the Debt Securities of such series to Stated Maturity or redemption, as the
case may be;


 


(b)           the
Issuers deliver to the Trustee a certificate from a nationally recognized firm
of independent accountants expressing their opinion that the payments of
principal and interest when due and without reinvestment on the deposited U.S.
Government Obligations plus any deposited money without investment will provide
cash at such times and in such amounts as will be sufficient to pay the
principal, premium and interest when due on all the Debt Securities of such
series to Stated Maturity or redemption, as the case may be;


 


(c)           91
days pass after the deposit is made and during the 91-day period no Default
specified in Section 6.01(e) or (f) with respect to the Issuers
occurs which is continuing at the end of the period;


 


(d)           no
Default has occurred and is continuing on the date of such deposit and after
giving effect thereto;


 


(e)           the
deposit does not constitute a default under any other agreement binding on the
Issuers;


 


(f)            the
Issuers deliver to the Trustee an Opinion of Counsel to the effect that the
trust resulting from the deposit does not constitute, or is qualified as, a
regulated investment company under the Investment Company Act of 1940;


 


(g)           in
the event of the legal defeasance option, the Issuers shall have delivered to
the Trustee an Opinion of Counsel stating that the Issuers have received from
the Internal Revenue Service a ruling, or since the date of this Indenture
there has been a change in the applicable Federal income tax law, in either
case of the effect that, and based thereon such Opinion of Counsel shall confirm
that, the Holders of Debt Securities of such series will not recognize income,
gain or loss for Federal income tax purposes as a result of such defeasance and
will be subject to Federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such defeasance had not
occurred;


 


(h)           in
the event of the covenant defeasance option, the Issuers shall have delivered
to the Trustee an Opinion of Counsel to the effect that the Holders of Debt
Securities of such series will not recognize income, gain or loss for Federal
income tax purposes as a result of such covenant defeasance and will be subject
to Federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such covenant defeasance had not occurred;
and


 


(i)            the
Issuers deliver to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent to the defeasance and
discharge of the Debt Securities of such series as contemplated by this Article XI
have been complied with.


 


50





















 


Before or after a
deposit, the Issuers may make arrangements satisfactory to the Trustee for the
redemption of Debt Securities of such series at a future date in accordance
with Article III.


 


Section 11.04     Application of
Trust Money. The Trustee shall hold in trust money or U.S. Government
Obligations deposited with it pursuant to this Article XI. It shall apply
the deposited money and the money from U.S. Government Obligations through any
paying agent and in accordance with this Indenture to the payment of principal
of, and premium, if any, and interest on, the Debt Securities of the defeased
series.


 


Section 11.05     Repayment to
Issuers. The Trustee and any paying agent shall promptly turn over to the
Issuers upon request any excess money or securities held by them at any time.


 


Subject to any applicable
abandoned property law, the Trustee and any paying agent shall pay to the
Issuers upon request any money held by them for the payment of principal,
premium or interest that remains unclaimed for two years, and, thereafter,
Holders entitled to such money must look to the Issuers for payment as general
creditors.


 


Section 11.06     Indemnity for U.S.
Government Obligations. The Issuers shall pay and shall indemnify the
Trustee and the Holders against any tax, fee or other charge imposed on or
assessed against deposited U.S. Government Obligations or the principal and
interest received on such U.S. Government Obligations.


 


Section 11.07     Reinstatement. If
the Trustee or any paying agent is unable to apply any money or U.S. Government
Obligations in accordance with this Article XI by reason of any legal
proceeding or by reason of any order or judgment of any court or government
authority enjoining, restraining or otherwise prohibiting such application, the
Issuers’ obligations under this Indenture and the Debt Securities of the
defeased series shall be revived and reinstated as though no deposit had
occurred pursuant to this Article XI until such time as the Trustee or any
paying agent is permitted to apply all such money or U.S. Government
Obligations in accordance with this Article XI.


 


ARTICLE XII

[RESERVED]


 


This Article XII has
been intentionally omitted.


 


ARTICLE XIII

MISCELLANEOUS PROVISIONS


 


Section 13.01     Successors and
Assigns of Issuers Bound by Indenture. All the covenants, stipulations,
promises and agreements in this Indenture contained by or in behalf of the
Issuers, the Subsidiary Guarantors or the Trustee shall bind their respective
successors and assigns, whether so expressed or not.


 


Section 13.02     Acts of Board,
Committee or Officer of Successor Company Valid. Any act or proceeding by
any provision of this Indenture authorized or required to be done or performed
by any board, committee or Officer of the Issuers shall and may be done and


 


51





















 


performed with like force
and effect by the like board, committee or officer of any Successor Company.


 


Section 13.03     Required Notices or
Demands. Any notice or communication by the Issuers, the Subsidiary
Guarantors or the Trustee to the others is duly given if in writing (in the
English language) and delivered in Person or mailed by registered or certified
mail (return receipt requested), telecopier or overnight air courier
guaranteeing next day delivery, to the other’s address:


 


If to the Issuers, or the
Subsidiary Guarantors:


 


Pacific
Energy Partners, L.P.

Pacific Energy Group LLC

Pacific Marketing and Transportation LLC

Pacific Atlantic Terminals LLC


Rocky
Mountain Pipeline System LLC


Ranch
Pipeline LLC


PEG
Canada GP LLC


PEG Canada, L.P.


 


Attention:
Chief Financial Officer

Telecopy No. (562) 728-2823


 


If to the Trustee:


 


The Issuers, the
Subsidiary Guarantors or the Trustee by notice to the others may designate
additional or different addresses for subsequent notices or communications.


 


All notices and
communications shall be deemed to have been duly given: at the time delivered
by hand, if personally delivered; five Business Days after being deposited in
the mail, postage prepaid, if mailed; on the first Business Day on or after
being sent, if telecopied and the sender receives confirmation of successful
transmission; and the next Business Day after timely delivery to the courier,
if sent by overnight air courier guaranteeing next day delivery.


 


Any notice required or
permitted to a Holder by the Issuers, the Subsidiary Guarantors or the Trustee
pursuant to the provisions of this Indenture shall be deemed to be properly
mailed by being deposited postage prepaid in a post office letter box in the
United States addressed to such Holder at the address of such Holder as shown
on the Debt Security Register. Any report pursuant to Section 313 of the
TIA shall be transmitted in compliance with subsection (c) therein.


 


Notwithstanding the
foregoing, any notice to Holders of Floating Rate Securities regarding the
determination of a periodic rate of interest, if such notice is required
pursuant to Section 2.03, shall be sufficiently given if given in the
manner specified pursuant to Section 2.03.


 


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In the event of
suspension of regular mail service or by reason of any other cause it shall be
impracticable to give notice by mail, then such notification as shall be given
with the approval of the Trustee shall constitute sufficient notice for every
purpose hereunder.


 


In the event it shall be
impracticable to give notice by publication, then such notification as shall be
given with the approval of the Trustee shall constitute sufficient notice for
every purpose hereunder.


 


Failure to mail a notice
or communication to a Holder or any defect in it or any defect in any notice by
publication as to a Holder shall not affect the sufficiency of such notice with
respect to other Holders. If a notice or communication is mailed or published
in the manner provided above, it is conclusively presumed duly given.


 


Section 13.04     Indenture and Debt
Securities to Be Construed in Accordance with the Laws of the State of New York.
THIS INDENTURE, EACH DEBT SECURITY AND THE GUARANTEE SHALL BE DEEMED TO BE NEW
YORK CONTRACTS, AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF SAID STATE.


 


Section 13.05     Officers’ Certificate
and Opinion of Counsel to Be Furnished upon Application or Demand by the
Issuers. Upon any application or demand by the Issuers to the Trustee to
take any action under any of the provisions of this Indenture, the Issuers
shall furnish to the Trustee an Officers’ Certificate stating that all
conditions precedent provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that, in the
opinion of such counsel, all such conditions precedent have been complied with,
except that in the case of any such application or demand as to which the
furnishing of such document is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.


 


Each certificate or
opinion provided for in this Indenture and delivered to the Trustee with
respect to compliance with a condition or covenant provided for in this
Indenture shall include (a) a statement that the Person making such
certificate or opinion has read such covenant or condition, (b) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based, (c) a statement that, in the opinion of such Person, he has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with and (d) a statement as to whether or not, in the opinion of
such Person, such condition or covenant has been complied with.


 


Section 13.06     Payments Due on
Legal Holidays. In any case where the date of maturity of interest on or
principal of and premium, if any, on the Debt Securities of a series or the
date fixed for redemption or repayment of any Debt Security or the making of
any sinking fund payment shall not be a Business Day at any Place of Payment
for the Debt Securities of such series, then payment of interest or principal
and premium, if any, or the making of such sinking fund payment need not be
made on such date at such Place of Payment, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on the date of maturity or the date fixed for redemption, and no
interest shall accrue for the 


 


53





















 


period after such date. If
a record date is not a Business Day, the record date shall not be affected.


 


Section 13.07     Provisions Required
by TIA to Control. If and to the extent that any provision of this
Indenture limits, qualifies or conflicts with another provision included in
this Indenture which is required to be included in this Indenture by any of
Sections 310 to 318, inclusive, of the TIA, such required provision shall
control.


 


Section 13.08     Computation of
Interest on Debt Securities. Interest, if any, on the Debt Securities shall
be computed on the basis of a 360-day year of twelve 30-day months, except as
may otherwise be provided pursuant to Section 2.03.


 


Section 13.09     Rules by
Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for
action by or a meeting of Holders. The Registrar and any paying agent may make
reasonable rules for their functions.


 


Section 13.10     No Recourse Against
Others. The general partner of the Partnership, the General Partner and its
directors, officers, employees, incorporators and stockholders, as such, will
have no liability for any obligations of the Subsidiary Guarantors or the Issuers
under the Debt Securities, this Indenture or the Guarantee or for any claim
based on, in respect of, or by reason of, such obligations or their creation. By
accepting a Debt Security, each Holder waives and releases all such liability. The
waiver and release are part of the consideration for the issue of the Debt
Securities.


 


Section 13.11     Severability. In
case any provision in this Indenture or the Debt Securities shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.


 


Section 13.12     Effect of Headings.
The article and section headings herein and in the Table of Contents
are for convenience only and shall not affect the construction hereof.


 


Section 13.13     Indenture May Be
Executed in Counterparts. This Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.


 


ARTICLE XIV

GUARANTEE


 


Section 14.01     Unconditional
Guarantee.


 


(a)           Notwithstanding
any provision of this Article XIV to the contrary, the provisions of this Article XIV
shall be applicable only to, and inure solely to the benefit of, the Debt
Securities of any series designated, pursuant to Section 2.03, as entitled
to the benefits of the Guarantee of each of the Subsidiary Guarantors.


 


(b)           For
value received, each of the Subsidiary Guarantors hereby fully, unconditionally
and absolutely guarantees (the “Guarantee”) to the Holders and to the Trustee
the due and punctual payment of the principal of, and premium, if any, and
interest on the Debt 


 


54





















 


Securities and all
other amounts due and payable under this Indenture and the Debt Securities by
the Issuers, when and as such principal, premium, if any, and interest shall
become due and payable, whether at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise, according to the terms of the
Debt Securities and this Indenture, subject to the limitations set forth in Section 14.03.


 


(c)           Failing
payment when due of any amount guaranteed pursuant to the Guarantee, for
whatever reason, each of the Subsidiary Guarantors will be jointly and
severally obligated to pay the same immediately. The Guarantee hereunder is
intended to be a general, unsecured, senior obligation of each of the
Subsidiary Guarantors and will rank pari passu in right of payment with all Debt of such
Subsidiary Guarantor that is not, by its terms, expressly subordinated in right
of payment to the Guarantee. Each of the Subsidiary Guarantors hereby agrees
that its obligations hereunder shall be full, unconditional and absolute,
irrespective of the validity, regularity or enforceability of the Debt
Securities, the Guarantee (including the Guarantee of any other Subsidiary
Guarantor) or this Indenture, the absence of any action to enforce the same,
any waiver or consent by any Holder of the Debt Securities with respect to any
provisions hereof or thereof, the recovery of any judgment against the Issuers
or any other Subsidiary Guarantor, or any action to enforce the same or any
other circumstances which might otherwise constitute a legal or equitable
discharge or defense of the Subsidiary Guarantors. Each of the Subsidiary
Guarantors hereby agrees that in the event of a default in payment of the
principal of, or premium, if any, or interest on the Debt Securities, whether
at the Stated Maturity or by declaration of acceleration, call for redemption
or otherwise, legal proceedings may be instituted by the Trustee on behalf of
the Holders or, subject to Section 6.04, by the Holders, on the terms and
conditions set forth in this Indenture, directly against such Subsidiary
Guarantor to enforce the Guarantee without first proceeding against the Issuers
or any other Subsidiary Guarantor.


 


(d)           The
obligations of each of the Subsidiary Guarantors under this Article XIV
shall be as aforesaid full, unconditional and absolute and shall not be
impaired, modified, released or limited by any occurrence or condition
whatsoever, including, without limitation, (i) any compromise, settlement,
release, waiver, renewal, extension, indulgence or modification of, or any
change in, any of the obligations and liabilities of the Issuers or any of the
Subsidiary Guarantors contained in the Debt Securities or this Indenture, (ii) any
impairment, modification, release or limitation of the liability of either of
the Issuers, any of the Subsidiary Guarantors or either of their estates in
bankruptcy, or any remedy for the enforcement thereof, resulting from the
operation of any present or future provision of any applicable Bankruptcy Law,
as amended, or other statute or from the decision of any court, (iii) the
assertion or exercise by the Issuers, any of the Subsidiary Guarantors or the
Trustee of any rights or remedies under the Debt Securities or this Indenture
or their delay in or failure to assert or exercise any such rights or remedies,
(iv) the assignment or the purported assignment of any property as
security for the Debt Securities, including all or any part of the rights of
the Issuers or any of the Subsidiary Guarantors under this Indenture, (v) the
extension of the time for payment by the Issuers or any of the Subsidiary
Guarantors of any payments or other sums or any part thereof owing or payable
under any of the terms and provisions of the Debt Securities or this Indenture
or of the time for performance by the Issuers or any of the Subsidiary
Guarantors of any other obligations under or arising out of any such terms and
provisions or the extension or the renewal of any thereof, (vi) the
modification or amendment (whether material or otherwise) of any duty,
agreement or obligation 


 


55





















 


of the Issuers or
any of the Subsidiary Guarantors set forth in this Indenture, (vii) the
voluntary or involuntary liquidation, dissolution, sale or other disposition of
all or substantially all of the assets, marshaling of assets and liabilities,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition or readjustment of, or other similar
proceeding affecting, the Issuers or any of the Subsidiary Guarantors or any of
their respective assets, or the disaffirmance of the Debt Securities, the
Guarantee or this Indenture in any such proceeding, (viii) the release or
discharge of the Issuers or any of the Subsidiary Guarantors from the
performance or observance of any agreement, covenant, term or condition
contained in any of such instruments by operation of law, (ix) the
unenforceability of the Debt Securities, the Guarantee or this Indenture or
(x) any other circumstances (other than payment in full or discharge of
all amounts guaranteed pursuant to the Guarantee) which might otherwise
constitute a legal or equitable discharge of a surety or guarantor.


 


(e)           Each
of the Subsidiary Guarantors hereby (i) waives diligence, presentment,
demand of payment, filing of claims with a court in the event of the merger,
insolvency or bankruptcy of the Issuers or any of the Subsidiary Guarantors,
and all demands whatsoever, (ii) acknowledges that any agreement,
instrument or document evidencing the Guarantee may be transferred and that the
benefit of its obligations hereunder shall extend to each holder of any
agreement, instrument or document evidencing the Guarantee without notice to it
and (iii) covenants that the Guarantee will not be discharged except by
complete performance of the Guarantee. Each of the Subsidiary Guarantors
further agrees that if at any time all or any part of any payment theretofore
applied by any Person to the Guarantee is, or must be, rescinded or returned
for any reason whatsoever, including without limitation, the insolvency,
bankruptcy or reorganization of the Issuers or any of the Subsidiary
Guarantors, the Guarantee shall, to the extent that such payment is or must be
rescinded or returned, be deemed to have continued in existence notwithstanding
such application, and the Guarantee shall continue to be effective or be
reinstated, as the case may be, as though such application had not been made.


 


(f)            Each
of the Subsidiary Guarantors shall be subrogated to all rights of the Holders
and the Trustee against the Issuers in respect of any amounts paid by such
Subsidiary Guarantor pursuant to the provisions of this Indenture, provided,
however, that such Subsidiary Guarantor, shall not be entitled to enforce or to
receive any payments arising out of, or based upon, such right of subrogation
until all of the Debt Securities and the Guarantee shall have been paid in full
or discharged.


 


Section 14.02     Execution and
Delivery of Guarantee. To further evidence the Guarantee set forth in Section 14.01,
each of the Subsidiary Guarantors hereby agrees that a notation relating to
such Guarantee, substantially in the form attached hereto as Annex A, shall be
endorsed on each Debt Security entitled to the benefits of the Guarantee
authenticated and delivered by the Trustee and executed by either manual or
facsimile signature of an officer of such Subsidiary Guarantor, or in the case
of a Subsidiary Guarantor that is a limited partnership, an officer of the
general partner of each Subsidiary Guarantor. Each of the Subsidiary Guarantors
hereby agrees that the Guarantee set forth in Section 14.01 shall remain
in full force and effect notwithstanding any failure to endorse on each Debt
Security a notation relating to the Guarantee. If any officer of the Subsidiary
Guarantor, or in the case of a Subsidiary Guarantor that is a limited
partnership, any officer of the general partner of the Subsidiary Guarantor,
whose signature is on this Indenture or a Debt Security no longer holds that
office at the time the 


 


56





















 


Trustee authenticates
such Debt Security or at any time thereafter, the Guarantee of such Debt
Security shall be valid nevertheless. The delivery of any Debt Security by the
Trustee, after the authentication thereof hereunder, shall constitute due
delivery of the Guarantee set forth in this Indenture on behalf of the
Subsidiary Guarantors.


 


The Trustee hereby
accepts the trusts in this Indenture upon the terms and conditions herein set
forth.


 


Section 14.03     Limitation on
Subsidiary Guarantors’ Liability. Each Subsidiary Guarantor and by its
acceptance hereof each Holder of a Debt Security entitled to the benefits of
the Guarantee hereby confirm that it is the intention of all such parties that
the guarantee by such Subsidiary Guarantor pursuant to its Guarantee not
constitute a fraudulent transfer or conveyance for purposes of any Federal or
state law. To effectuate the foregoing intention, the Holders of a Debt
Security entitled to the benefits of the Guarantee and the Subsidiary
Guarantors hereby irrevocably agree that the obligations of each Subsidiary
Guarantor under its Guarantee shall be limited to the maximum amount as will,
after giving effect to all other contingent and fixed liabilities of such
Subsidiary Guarantor and to any collections from or payments made by or on
behalf of any other Subsidiary Guarantor in respect of the obligations of such
other Subsidiary Guarantor under its Guarantee, result in the obligations of
such Subsidiary Guarantor under the Guarantee not constituting a fraudulent
conveyance or fraudulent transfer under Federal or state law.


 


Section 14.04     Release of
Subsidiary Guarantors from Guarantee. .


 


(a)           Notwithstanding
any other provisions of this Indenture, the Guarantee of any Subsidiary
Guarantor may be released upon the terms and subject to the conditions set
forth in this Section 14.04. Provided that no Default shall have occurred
and shall be continuing under this Indenture, any Guarantee incurred by a
Subsidiary Guarantor pursuant to this Article XIV shall be unconditionally
released and discharged (i) automatically upon (A) any sale, exchange
or transfer, whether by way of merger or otherwise, to any Person that is not
an Affiliate of either of the Issuers, of all of the Issuers’ direct or
indirect equity interests in such Subsidiary Guarantor (provided such sale,
exchange or transfer is not prohibited by this Indenture) or (B) the
merger of such Subsidiary Guarantor into an Issuer or any other Subsidiary
Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in
each case to the extent not prohibited by this Indenture) or (ii) following
delivery of a written notice of such release or discharge by the Issuers to the
Trustee, upon the release or discharge of all guarantees by such Subsidiary
Guarantor of any Debt of the Partnership other than obligations arising under
this Indenture and any Debt Securities issued hereunder, except a discharge or
release by or as a result of payment under such guarantees.


 


(b)           The
Trustee shall deliver an appropriate instrument evidencing any release of a
Subsidiary Guarantor from the Guarantee upon receipt of a written request of
the Issuers accompanied by an Officers’ Certificate and an Opinion of Counsel
that the Subsidiary Guarantor is entitled to such release in accordance with
the provisions of this Indenture. Any Subsidiary Guarantor not so released
remains liable for the full amount of principal of (and premium, if any, on)
and interest on the Debt Securities entitled to the benefits of such Guarantee
as provided in this Indenture, subject to the limitations of Section 14.03.


 


57





















 


Section 14.05     Subsidiary
Guarantor Contribution. In order to provide for just and equitable
contribution among the Subsidiary Guarantors, the Subsidiary Guarantors hereby
agree, inter se, that in the event any payment or distribution is made by any
Subsidiary Guarantor (a “Funding Guarantor”) under its Guarantee, such Funding
Guarantor shall be entitled to a contribution from each other Subsidiary
Guarantor (if any) in a pro rata amount based on the net assets of each
Subsidiary Guarantor (including the Funding Guarantor) for all payments,
damages and expenses incurred by that Funding Guarantor in discharging the
Issuers obligations with respect to the Debt Securities or any other Subsidiary
Guarantor’s obligations with respect to its Guarantee.


 


[Remainder of This Page Intentionally Left
Blank.]


 


58





















 


IN WITNESS WHEREOF, the
parties hereto have caused this Indenture to be duly executed, all as of the
day and year first above written.


 


	
   

  	
  PACIFIC
  ENERGY PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  PACIFIC ENERGY
  GP, LP,

  its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  PACIFIC ENERGY
  MANAGEMENT

  LLC,

  its general partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  



 


 


	
   

  	
  PACIFIC
  ENERGY FINANCE CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 


 


	
   

  	
  PACIFIC
  ENERGY GROUP LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PACIFIC ENERGY
  PARTNERS, L.P.,

  its Sole Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  PACIFIC ENERGY
  GP, LP,

  its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  PACIFIC ENERGY
  MANAGEMENT LLC,

  its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
								



 


 


	
   

  	
  PACIFIC
  MARKETING AND TRANSPORTATION LLC

  ROCKY
  MOUNTAIN PIPELINE SYSTEM LLC

  RANCH
  PIPELINE LLC

  PACIFIC
  ATLANTIC TERMINALS LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PACIFIC ENERGY
  GROUP LLC,

  its Sole Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  PACIFIC ENERGY
  PARTNERS, L.P.,

  its Sole Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  PACIFIC ENERGY
  GP, LP,

  its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  PACIFIC ENERGY
  MANAGEMENT

  LLC,

  its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  



 


59





















 


	
   

  	
  PEG
  CANADA GP LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PACIFIC ENERGY
  PARTNERS, L.P.,

  its Sole Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  PACIFIC ENERGY
  GP, LP,

  its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  PACIFIC ENERGY
  MANAGEMENT LLC,

  its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  



 


 


	
   

  	
  PEG
  CANADA, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PEG CANADA GP
  LLC,

  its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  PACIFIC ENERGY
  PARTNERS, L.P.,

  its Sole Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  PACIFIC ENERGY
  GP, LP,

  its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  PACIFIC ENERGY
  MANAGEMENT LLC,

  its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  



 


 


	
   

  	
   

  	
  , as trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
					



 


60





















 


ANNEX A


 


NOTATION OF GUARANTEE


 


Each of the Subsidiary
Guarantors (which term includes any successor Person under the Indenture), has
fully, unconditionally and absolutely guaranteed, to the extent set forth in
the Indenture and subject to the provisions in the Indenture, the due and
punctual payment of the principal of, and premium, if any, and interest on the
Debt Securities and all other amounts due and payable under the Indenture and
the Debt Securities by the Partnership.


 


The obligations of the
Subsidiary Guarantors to the Holders of Debt Securities and to the Trustee
pursuant to the Guarantee and the Indenture are expressly set forth in Article XIV
of the Indenture and reference is hereby made to the Indenture for the precise
terms of the Guarantee.


 


	
   

  	
  PACIFIC
  ENERGY GROUP LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PACIFIC ENERGY
  PARTNERS, L.P.,

  its Sole Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  PACIFIC ENERGY
  GP, LP,

  its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  PACIFIC ENERGY
  MANAGEMENT LLC,

  its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
									



 


A-1





















 


	
   

  	
  PACIFIC
  MARKETING AND TRANSPORTATION LLC

  ROCKY
  MOUNTAIN PIPELINE SYSTEM LLC

  RANCH
  PIPELINE LLC

  PACIFIC
  ATLANTIC TERMINALS LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PACIFIC ENERGY
  GROUP LLC,

  its Sole Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  PACIFIC ENERGY
  PARTNERS, L.P.,

  its Sole Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  PACIFIC ENERGY
  GP, LP,

  its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  PACIFIC ENERGY
  MANAGEMENT

  LLC,

  its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  



 


 


	
   

  	
  PEG
  CANADA GP LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PACIFIC ENERGY
  PARTNERS, L.P.,

  its Sole Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  PACIFIC ENERGY
  GP, LP,

  its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  PACIFIC ENERGY
  MANAGEMENT LLC,

  its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  



 


 


	
   

  	
  PEG
  CANADA, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PEG CANADA GP
  LLC,

  its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  PACIFIC ENERGY
  PARTNERS, L.P.,

  its Sole Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  PACIFIC ENERGY
  GP, LP,

  its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  PACIFIC ENERGY
  MANAGEMENT LLC,

  its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  



 


A-2