Exhibit
4.3


 


MARKWEST ENERGY PARTNERS, L.P.


 


and


 


MARKWEST ENERGY FINANCE
CORPORATION,


 


as Issuers,


 


the SUBSIDIARY GUARANTORS party
hereto,


 


and


 


WELLS FARO BANK, NATIONAL
ASSOCIATION,


 


as Trustee


 


INDENTURE


 


Dated as of November 2, 2010


 


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

  	
   

  	
  (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.


 


i

















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  DEFINITIONS AND INCORPORATION BY REFERENCE

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1.01

  	
   

  	
  Definitions

  	
  1

  
	
  Section 1.02

  	
   

  	
  Other Definitions

  	
  6

  
	
  Section 1.03

  	
   

  	
  Incorporation by Reference of Trust Indenture Act

  	
  6

  
	
  Section 1.04

  	
   

  	
  Rules of Construction

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  DEBT SECURITIES

  
	
   

  
	
  Section 2.01

  	
   

  	
  Forms Generally

  	
  7

  
	
  Section 2.02

  	
   

  	
  Form of Trustee’s Certificate of Authentication

  	
  7

  
	
  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

  	
  10

  
	
  Section 2.06

  	
   

  	
  Denomination of Debt Securities

  	
  12

  
	
  Section 2.07

  	
   

  	
  Registration of Transfer and Exchange

  	
  12

  
	
  Section 2.08

  	
   

  	
  Temporary Debt Securities

  	
  13

  
	
  Section 2.09

  	
   

  	
  Mutilated, Destroyed, Lost or Stolen Debt Securities

  	
  14

  
	
  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

  	
  15

  
	
  Section 2.12

  	
   

  	
  Payment of Interest; Interest Rights Preserved

  	
  15

  
	
  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

  	
  19

  
	
  Section 2.18

  	
   

  	
  CUSIP Numbers

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  REDEMPTION OF DEBT SECURITIES

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 3.01

  	
   

  	
  Applicability of Article

  	
  20

  
	
  Section 3.02

  	
   

  	
  Notice of Redemption; Selection of Debt Securities

  	
  20

  
	
  Section 3.03

  	
   

  	
  Payment of Debt Securities Called for Redemption

  	
  22

  
	
  Section 3.04

  	
   

  	
  Mandatory and Optional Sinking Funds

  	
  22

  
	
  Section 3.05

  	
   

  	
  Redemption of Debt Securities for Sinking Fund

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  PARTICULAR COVENANTS OF THE ISSUERS

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 4.01

  	
   

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

  	
  24

  
	
  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

  	
  25

  



 


ii

















 


	
  Section 4.04

  	
   

  	
  Duties of Paying Agents, etc.

  	
  25

  
	
  Section 4.05

  	
   

  	
  SEC Reports; Financial Statements

  	
  26

  
	
  Section 4.06

  	
   

  	
  Compliance Certificate

  	
  27

  
	
  Section 4.07

  	
   

  	
  Further Instruments and Acts

  	
  27

  
	
  Section 4.08

  	
   

  	
  Existence

  	
  27

  
	
  Section 4.09

  	
   

  	
  Maintenance of Properties

  	
  27

  
	
  Section 4.10

  	
   

  	
  Payment of Taxes and Other Claims

  	
  28

  
	
  Section 4.11

  	
   

  	
  Waiver of Certain Covenants

  	
  28

  
	
   

  	
   

  	
   

  	
   

  
	
  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

  	
  28

  
	
  Section 5.02

  	
   

  	
  Communications to Holders

  	
  29

  
	
  Section 5.03

  	
   

  	
  Reports by Trustee

  	
  29

  
	
  Section 5.04

  	
   

  	
  Record Dates for Action by Holders

  	
  29

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  REMEDIES OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.01

  	
   

  	
  Events of Default

  	
  29

  
	
  Section 6.02

  	
   

  	
  Collection of Debt by Trustee, etc.

  	
  32

  
	
  Section 6.03

  	
   

  	
  Application of Moneys Collected by Trustee

  	
  33

  
	
  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

  	
  34

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

  	
  35

  
	
  Section 6.08

  	
   

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

  	
  35

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII

  CONCERNING THE TRUSTEE

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 7.01

  	
   

  	
  Certain Duties and Responsibilities

  	
  36

  
	
  Section 7.02

  	
   

  	
  Certain Rights of Trustee

  	
  37

  
	
  Section 7.03

  	
   

  	
  Trustee Not Liable for Recitals in Indenture or in Debt
  Securities

  	
  38

  
	
  Section 7.04

  	
   

  	
  Trustee, Paying Agent or Registrar May Own Debt
  Securities

  	
  38

  
	
  Section 7.05

  	
   

  	
  Moneys Received by Trustee to Be Held in Trust

  	
  38

  
	
  Section 7.06

  	
   

  	
  Compensation and Reimbursement

  	
  39

  
	
  Section 7.07

  	
   

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

  	
  39

  
	
  Section 7.08

  	
   

  	
  Separate Trustee; Replacement of Trustee

  	
  39

  
	
  Section 7.09

  	
   

  	
  Successor Trustee by Merger

  	
  41

  
	
  Section 7.10

  	
   

  	
  Eligibility; Disqualification

  	
  41

  
	
  Section 7.11

  	
   

  	
  Preferential Collection of Claims Against Issuers

  	
  41

  
	
  Section 7.12

  	
   

  	
  Compliance with Tax Laws

  	
  41

  



 


iii

















 


	
  ARTICLE VIII

  CONCERNING THE HOLDERS

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 8.01

  	
   

  	
  Evidence of Action by Holders

  	
  41

  
	
  Section 8.02

  	
   

  	
  Proof of Execution of Instruments and of Holding of Debt
  Securities

  	
  42

  
	
  Section 8.03

  	
   

  	
  Who May Be Deemed Owner of Debt Securities

  	
  42

  
	
  Section 8.04

  	
   

  	
  Instruments Executed by Holders Bind Future Holders

  	
  42

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX

  SUPPLEMENTAL INDENTURES

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 9.01

  	
   

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

  	
  43

  
	
  Section 9.02

  	
   

  	
  Modification of Indenture with Consent of Holders of Debt
  Securities

  	
  45

  
	
  Section 9.03

  	
   

  	
  Effect of Supplemental Indentures

  	
  46

  
	
  Section 9.04

  	
   

  	
  Debt Securities May Bear Notation of Changes by
  Supplemental Indentures

  	
  46

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X

  CONSOLIDATION, MERGER, SALE OR CONVEYANCE

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 10.01

  	
   

  	
  Consolidations and Mergers of the Issuers

  	
  46

  
	
  Section 10.02

  	
   

  	
  Rights and Duties of Successor Issuer

  	
  47

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XI

  SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE; UNCLAIMED MONEYS

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 11.01

  	
   

  	
  Applicability of Article

  	
  47

  
	
  Section 11.02

  	
   

  	
  Satisfaction and Discharge of Indenture; Defeasance

  	
  48

  
	
  Section 11.03

  	
   

  	
  Conditions of Defeasance

  	
  49

  
	
  Section 11.04

  	
   

  	
  Application of Trust Money

  	
  50

  
	
  Section 11.05

  	
   

  	
  Repayment to Issuers

  	
  50

  
	
  Section 11.06

  	
   

  	
  Indemnity for U.S. Government Obligations

  	
  50

  
	
  Section 11.07

  	
   

  	
  Reinstatement

  	
  50

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XII

  [RESERVED]

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  MISCELLANEOUS PROVISIONS

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 13.01

  	
   

  	
  Successors and Assigns of Issuers Bound by Indenture

  	
  50

  
	
  Section 13.02

  	
   

  	
  Acts of Board, Committee or Officer of Successor Issuer
  Valid

  	
  51

  
	
  Section 13.03

  	
   

  	
  Required Notices or Demands

  	
  51

  
	
  Section 13.04

  	
   

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

  	
  52

  
	
  Section 13.05

  	
   

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

  	
  52

  
	
  Section 13.06

  	
   

  	
  Payments Due on Legal Holidays

  	
  52

  
	
  Section 13.07

  	
   

  	
  Provisions Required by TIA to Control

  	
  53

  
	
  Section 13.08

  	
   

  	
  Computation of Interest on Debt Securities

  	
  53

  



 


iv

















 


	
  Section 13.09

  	
   

  	
  Rules by Trustee, Paying Agent and Registrar

  	
  53

  
	
  Section 13.10

  	
   

  	
  No Recourse Against Others

  	
  53

  
	
  Section 13.11

  	
   

  	
  Severability

  	
  53

  
	
  Section 13.12

  	
   

  	
  Effect of Headings

  	
  53

  
	
  Section 13.13

  	
   

  	
  Indenture May Be Executed in Counterparts

  	
  53

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIV

  GUARANTEE

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 14.01

  	
   

  	
  Unconditional Guarantee

  	
  53

  
	
  Section 14.02

  	
   

  	
  Execution and Delivery of Guarantee

  	
  55

  
	
  Section 14.03

  	
   

  	
  Limitation on Subsidiary Guarantors’ Liability

  	
  56

  
	
  Section 14.04

  	
   

  	
  Release of Subsidiary Guarantors from Guarantee

  	
  56

  
	
  Section 14.05

  	
   

  	
  Subsidiary Guarantor Contribution

  	
  57

  
	
   

  	
   

  	
   

  	
   

  
	
  Notation of Guarantee

  	
  Annex A

  
					



 


v

















 


THIS
INDENTURE dated as of November 2, 2010 is among MarkWest Energy Partners,
L.P., a Delaware limited partnership (the “Partnership”), MarkWest Energy
Finance Corporation, a Delaware corporation (“Finance Corporation” and,
together with the Partnership, the “Issuers”), 
the Subsidiary Guarantors (as defined herein) party hereto, and Wells
Fargo Bank, National Association, a, as trustee (the “Trustee).


 


RECITALS OF THE ISSUERS AND
SUBSIDIARY GUARANTORS


 


The
Issuers and the 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”), which Debt Securities may be guaranteed by each of the
Subsidiary Guarantors, as in this Indenture provided.


 


All
things necessary to make this Indenture a valid agreement of the Issuers and
the Subsidiary Guarantors, 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, the Subsidiary Guarantors 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, in relation to the Partnership, the Board of Directors of
the general partner of the Partnership or any authorized committee of the Board
of Directors of the general partner of the Partnership or any directors and/or
officers of the general partner of the Partnership to whom such Board of
Directors or such committee shall have duly delegated its 


 


1

















 


authority
to act hereunder. If the Partnership shall change its form of entity to other
than a limited partnership, the references to the Board of Directors of the
general partner of the Partnership shall mean the board of directors (or other
comparable governing body) of the Partnership. When used in reference to
Finance Corporation, the “Board of Directors” means its board of directors.


 


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


 


“Finance
Corporation” means MarkWest Energy Finance Corporation, a Delaware corporation,
and its successors.


 


“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 in the United States, as in
effect from time to time.


 


2

















 


“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 of the Partnership 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.


 


“Issuer
Order” means a written request or order signed on behalf of each Issuer by an
Officer thereof and delivered to the Trustee.


 


“Issuers”
means the Partnership and Finance Corporation.


 


“Legal
Holiday” means a Saturday, a Sunday or a day on which banking institutions in
the City of Houston, Texas, 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
or any Assistant


 


3
















 


Secretary
of such Person (or, with respect to the Partnership, so long as it remains a
partnership, of its general partner).


 


“Officers’
Certificate means a certificate signed by two Officers of each Issuer, one of
whom must be such Issuer’s chief executive officer, chief financial officer or
chief accounting officer (or, with respect to the Partnership, so long as it
remains a partnership, of its general partner).


 


“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 Partnership 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 any paying agent (other than the
Partnership) in trust or set aside and segregated in trust by the Partnership
(if the Partnership shall act as its own 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 protected 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 Partnership or any other obligor upon the Debt
Securities or any Affiliate of the Partnership 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 a Trust Officer 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 the Partnership or any other obligor upon the Debt
Securities or an Affiliate of the Partnership 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, 


 


4

















 


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 MarkWest Energy Partners, L.P., a Delaware limited partnership, and its
successors.


 


“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.


 


“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 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.


 


“Subsidiary
Guarantors” means any Subsidiary of the Partnership (other than Finance
Corporation) who may execute this Indenture, or a supplement hereto, for the
purpose of providing a Guarantee of Debt Securities pursuant to this Indenture
until a successor Person shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Subsidiary Guarantors” shall mean
such successor Person.


 


“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 Wells Fargo Bank, National Association and any other Person or
Persons appointed as such from time to time pursuant to Section 7.08, and,
subject to the


 


5

















 


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.


 


“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 Issuer”

  	
   

  	
  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;


 


6

















 


(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.


 


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 a resolution of the Board of Directors of the Partnership 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 Securities.


 


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.


 


	
   

  	
  WELLS
  FARGO BANK,

  
	
   

  	
  NATIONAL
  ASSOCIATION,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized Signatory

  



 


7

















 


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 the Partnership 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);


 


(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 of and
premium, if any, on the Debt Securities of the series are payable; 6


 


(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 entitled
to the benefits of any Guarantee of the Subsidiary Guarantors pursuant to this
Indenture;


 


(h)           the obligation, 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 


 


8

















 


Partnership
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;


 


(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 


 


9

















 


the
satisfaction of any Debt coverage standard by the Partnership or its Successor
Issuer (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 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 of the Partnership and as set forth in
such Officers’ Certificate or in any such indenture supplemental  hereto.


 


Section 2.04           Execution of Debt Securities.  The Debt Securities shall be signed on behalf
of the Partnership by one of its Officers and on behalf of Finance Corporation
by one of its Officers and, if the seal of either Issuer is reproduced thereon,
it shall be attested by its (or, so long as the Partnership is a partnership,
its general partner’s) 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 an Issuer, 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
on behalf of the Partnership and Finance Corporation shall be conclusive
evidence that the Debt Security so authenticated has been duly authenticated
and delivered hereunder.


 


In
case any Officer of an Issuer 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; and any Debt Security may be signed on behalf of the
Issuers by such Persons as, at the actual date of the execution of such Debt
Security, shall be the proper Officers of the Issuers, 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 to the
Trustee for authentication Debt Securities of any series executed by the
Issuers, 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:


 


10

















 


(a)           a copy of any resolution or resolutions of the Board
of Directors of the Partnership, certified by the Secretary or Assistant
Secretary of the Partnership (or its general partner, so long as the
Partnership remains a partnership), 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 a resolution of the Board of
Directors or by a supplemental indenture as permitted by Section 2.01 in
conformity with the provisions of this Indenture;


 


(ii)           that the terms of such Debt
Securities have been established by or pursuant to a resolution of the Board of
Directors of the Partnership 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 each Issuer has the
partnership or corporate, as the case may be, 
power to issue such Debt Securities and has duly taken all necessary
partnership or corporate, as appropriate, action with respect to such issuance;


 


(v)           that the issuance of such
Debt Securities will not contravene the organizational documents 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 either Issuer is 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.


 


11

















 


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 Officers (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.


 


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 it 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 Partnership by resolution of its Board of
Directors, the Debt Security Register 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 


 


12

















 


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.


 


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


 


13
















 


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 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 referred to in Section 13.03 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 protected 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 or
the Trustee 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 Security 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.


 


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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, 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.


 


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(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 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
COMPANY OR ITS 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 


 


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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 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 or Securities, 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 or Securities in exchange for such Global Security or
Securities.


 


(ii)                                  If an Event of
Default occurs and the Depositary for a Global Security or Securities notifies
the Trustee of its decision to require 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, the Issuers shall appoint a successor Depositary with respect to
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 or Securities, 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
an Issuer 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 


 


17

















 


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 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, the Subsidiary Guarantors 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 Subsidiary Guarantors,
the Trustee, any Registrar, the paying agent or any agent of the Issuers, the
Subsidiary Guarantors 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 Subsidiary Guarantors, 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, the Subsidiary Guarantors and the Trustee may
conclusively rely on, and will be protected in relying on, instructions 


 


18

















 


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 Board of Directors of the
Partnership, supplemental indenture, 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 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 resolution of the Board of Directors of the
Partnership 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 


 


19

















 


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
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
Issuers 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 of the Partnership or a
supplemental indenture, the Issuers 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 


 


20

















 


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 (i) the date fixed for redemption, (ii)
the redemption price at which Debt Securities of such series are to be redeemed
(or the method of calculating such redemption price), (iii) the Place or Places
of Payment that payment will be made upon presentation and surrender of such
Debt Securities, (iv) that any interest accrued to the date fixed for
redemption will be paid as specified in said notice, (v) that the redemption is
for a sinking fund payment (if applicable), (vi) that, unless otherwise
specified in such notice, 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, (vii) that on and after said date any interest
thereon or on the portions thereof to be redeemed will cease to accrue, (viii)
that in the case of Original Issue Discount Securities original issue discount
accrued after the date fixed for redemption will cease to accrue, (ix) the
terms of the Debt Securities of that series pursuant to which the Debt
Securities of that series are being redeemed and (x) 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 any Debt Securities of that series to
be redeemed that are not in global form. 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 five days before the giving of any notice of redemption, 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, and such notice may be revoked at any time
prior to the giving of a notice of redemption to the Holders pursuant to this
Section 3.02. 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 three 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 the
Partnership is acting as its own 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 (other than pursuant to mandatory sinking fund redemptions), 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. 


 


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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. 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, and 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 Place
of Payment 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, resolution of the Board of Directors of the Partnership or a
supplemental indenture is herein referred to as a “mandatory sinking fund
payment,” and any payment in excess of such minimum amount 


 


22

















 


provided
for by the terms of Debt Securities of any series, resolution of the Board of
Directors of the Partnership 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 Issuers or (b) receive credit for the
principal amount of Debt Securities of that series which have been 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


 


23
















 


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.


 


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 any Debt Securities not in
global form 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
of and premium and interest on 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.


 


24

















 


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 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 specified in
Section 13.03, 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


 


25

















 


(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 the Partnership shall act
as its own 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 Partnership will promptly notify the
Trustee of any failure by the Partnership 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, the Partnership 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
it 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 Partnership or such paying agent.


 


(d)                                 Whenever there are one or
more paying agents with respect to any series of Debt Securities, the Issuers
will, prior to 11 a.m., New York City time, on 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 Partnership will promptly notify the Trustee of its 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 30 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 30 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 


 


26

















 


Section
13 or 15(d). The Partnership shall also comply with the provisions of TIA
Section 314(a).


 


(b)                                 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.


 


Section 4.06                                Compliance Certificate.


 


(a)                                  The Issuers and the Subsidiary
Guarantor 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
Partnership, an Officers’ Certificate stating that a review of the activities
of the Partnership and its Subsidiaries during the preceding fiscal year has
been made under the supervision of the signing Officers with a view to
determining whether each of the Issuers and the Subsidiary Guarantor has kept,
observed, performed and fulfilled its obligations under this Indenture, and
further stating, as to each such Officer signing such certificate, that to the
best of his knowledge each of the Issuers and the Subsidiary Guarantor has
kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is 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 or
the Subsidiary Guarantors are taking or proposes 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 proposes
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, each
of the Issuers shall do or cause to be done all things necessary to preserve
and keep in full force and effect its existence and all rights (charter and
statutory) and franchises of such Issuer, provided that an Issuer shall not be
required to preserve any such right or franchise, if its Board of Directors
shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Issuer.


 


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 business carried on in connection therewith may be
properly and advantageously conducted at all 


 


27

















 


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 its 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 Partnership shall pay or discharge or
cause to be paid or discharged, before the same shall become delinquent, (i)
all taxes, assessments and governmental charges levied or imposed upon the
Partnership or any of its Subsidiaries or upon the income, profits or property
of the Partnership or any of its Subsidiaries, and (ii) all lawful claims for labor,
materials and supplies which, if unpaid, might by law become a Lien upon the
property of the Partnership or any of its Subsidiaries; provided that the
Partnership 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, 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.  Each Issuer covenants and agrees that it will
furnish or cause to be furnished to the Trustee with respect to the Debt
Securities of each series:


 


(a)                                  not more than 10 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 such Issuer
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.


 


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.


 


28

















 


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 resolution of the Board of Directors of the Partnership, 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.


 


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”):


 


29

















 


(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 the 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 resolution of the Board of Directors of the
Partnership 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 Guarantors,
to remedy the same shall have been given to the Issuers, or if applicable, the
Subsidiary Guarantors, by the Trustee or to the Issuers, or if applicable, the
Subsidiary Guarantors, 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 the 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:


 


(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 the Guarantee, any of the
Subsidiary Guarantors, as debtor in an involuntary case,


 


(ii)                                  appoints a
Custodian of either Issuer, or if any series of Debt Securities Outstanding
under this Indenture is entitled to the benefits of the 


 


30

















 


Guarantee, any of the Subsidiary Guarantors, or a
Custodian for all or substantially all of the property of either Issuer, or if
applicable, any of the Subsidiary Guarantors, or


 


(iii)                               orders the
liquidation of either Issuer, or if any series of Debt Securities Outstanding
under this Indenture is entitled to the benefits of the 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 the
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 accrued and unpaid 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
with respect to the Partnership, then and in each and every such case, unless
the principal of and accrued and unpaid interest on all the Debt Securities
shall have become due and payable, 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 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 rescind an acceleration
and its consequences if the rescission would not conflict with any judgment or
decree of a court of competent jurisdiction already rendered and if all
existing Events of Default with respect to that series 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 


 


31

















 


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 any
of 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 any 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 any of the Subsidiary Guarantors, 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 any of the Subsidiary Guarantors, 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 any of the Subsidiary Guarantors, 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 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 


 


32

















 


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


 


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


 


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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 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.


 


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Section 6.06                                Rights of Holders of Majority in
Principal Amount of Debt Securities to Direct Trustee and to Waive Default.  The Holders of not less than 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 of
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 is inconsistent with any provision of this Indenture, 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. The Holders of not less than a majority in aggregate principal amount
of the Debt Securities of any 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 or
Event of Default in the payment of the principal of, and premium, if any, or
interest on, any of the Debt Securities and a Default or Event of 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 Event of Default or impair any right consequent
thereon.


 


Section 6.07                                Trustee to Give Notice of Events
of Defaults Known to It, but May Withhold Such Notice in Certain
Circumstances.  The Trustee
shall, within 90 days after the occurrence of an Event of Default, or if later,
within 30 days after the Trustee obtains actual knowledge of the Event of
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 Events of
Default with respect to such series known to the Trustee, unless such Events of
Default shall have been cured or waived before the giving of such notice;
provided, that, except in the case of an Event 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 determines 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 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 


 


35

















 


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 requirements of this
Indenture; but the Trustee shall examine the evidence furnished to it pursuant 


 


36

















 


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 an Issuer mentioned herein shall be sufficiently evidenced
by an Issuer Order (unless other evidence in respect thereof be herein
specifically prescribed); and any resolution of the Board of Directors of any
Person may be evidenced to the Trustee by a copy thereof certified by the
proper Officer of such Person;


 


(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 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;


 


37

















 


(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
Issuer 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, in the Debt
Securities (except the Trustee’s certificate of authentication) shall be taken
as the statements of the Issuers and the Subsidiary Guarantors, 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 Partnership are true and accurate. The Trustee shall not be
accountable for the use or application by any Person 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
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 


 


38

















 


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 Issuer 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. The Issuers also covenant 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 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 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 


 


39

















 


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
may 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 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 


 


40

















 


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 to the Trustee by merger,
conversion, consolidation or transfer 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
for 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 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 


 


41

















 


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 (a) by
any instrument or any number of instruments of similar tenor executed by
Holders in Person or by agent or proxy appointed in writing, (b) 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, (c) by
a combination of such instrument or instruments and any such record of such a
meeting of Holders or (d) in the case of Debt Securities evidenced by a
Global Security, by any electronic transmission or other message, whether or
not in written format, that complies with the Depositary’s applicable
procedures.


 


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 Registrar 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 or the Trustee nor
any paying agent nor 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 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 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 


 


42

















 


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 and the Subsidiary Guarantors,
when authorized by resolutions of the Board of Directors of the Partnership,
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 Issuer (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 of the Partnership shall consider to be for
the protection of the Holders of 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


 


43






 












 


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 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 permit or facilitate the
issuance of Debt Securities of any series in uncertificated form;


 


(f)                                    to reflect the release of
the Subsidiary Guarantor in accordance 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 or the Guarantee;


 


(h)                                 to make any change that does
not adversely affect the rights hereunder 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


 


(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 


 


44

















 


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 and the Subsidiary Guarantors,
when authorized by resolutions of the Board of Directors of the Partnership,
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 any 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, other than in accordance with this Indenture;
make any change in Section 6.06 or this Section 9.02; or, except as
provided in Section 11.02(b) or Section 14.04, release the
Subsidiary Guarantors other than as provided in this Indenture 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 authorizing the execution of any such
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 


 


45

















 


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


 


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 of the
Partnership, to any modification of this Indenture contained in any such
supplemental indenture may be prepared and executed by the Partnership,
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 Issuer 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 (1), in the case of the Partnership, in accordance with
the provisions of its partnership agreement, and (2) unless: (a) either
(i) such Issuer shall be the surviving Person in the case of a merger or (ii) the
resulting, surviving or transferee Person if other than such Issuer (the “Successor
Issuer”), shall be (in the case of the 


 


46

















 


Partnership)
a partnership, limited liability company or corporation (or, in the case of
Finance Corporation, a corporation, so long as the Partnership is not a corporation)
organized and existing under the laws of the United States, any State thereof
or the District of Columbia and the Successor Issuer 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; (b) immediately after giving effect to such
transaction or series of transactions (and treating any Debt which becomes an
obligation of the Successor Issuer or any Subsidiary of the Partnership as a
result of such transaction as having been incurred by the Successor Issuer or
such Subsidiary at the time of such transaction or series of transactions), no
Default or Event of Default would occur or be continuing; (c) if such
Issuer is not the continuing Person, then each Subsidiary Guarantor, unless it
has become the Successor Issuer, shall confirm that its Guarantee shall
continue to apply to the obligations under the Debt Securities and this
Indenture; and (d) the Issuers 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
Issuer.  In case of any consolidation,
amalgamation or merger where an Issuer is not the continuing Person, or
disposition of all or substantially all of the assets of an Issuer in
accordance with Section 10.01, the Successor Issuer shall succeed to and
be substituted for such 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 such Issuer’s assets. The Successor Issuer
thereupon may cause to be signed, and may issue either in its own name or in
the name of the predecessor entity, any or all the Debt Securities issuable
hereunder which theretofore shall not have been signed by or on behalf of the
predecessor entity and delivered to the Trustee; and, upon an Issuer Order, 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 or on
behalf of the predecessor entity to the Trustee for authentication, and any
Debt Securities which the Successor Issuer 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 discharge or 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 final 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 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 with respect to
the Debt Securities of such series.


 


(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 its 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 (w) Sections
4.09 and 4.10, (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
(f) (“covenant defeasance option”). If the Issuers exercise either their
legal defeasance option or their covenant defeasance option with respect to
Debt Securities of a particular series that are entitled to the benefit of the
Guarantee, 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 its 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).


 


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, 4.03,
4.04, the last sentence of 4.05(a), 4.06(a), 5.01, 7.06, 11.05, 11.06 


 


48

















 


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.


 


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 final 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, if any, and interest when due on all the Debt Securities of such
series to final 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 Partnership 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 to 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


 


49

















 


(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.


 


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.


 


50

















 


Section 13.02                          Acts of Board, Committee or
Officer of Successor Issuer 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 performed with
like force and effect by the like board, committee or officer of any Successor
Issuer.


 


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 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 an Issuer or any Subsidiary Guarantor:


 


MarkWest
Energy Partners, L.P.


1515
Arapahoe Street


Tower
2, Suite 700


Denver,
Colorado 80202


Attention:
Chief Financial Officer


 


If
to the Trustee:


 


Wells
Fargo Bank, National Association


Corporate
Trust Services


1445
Ross Avenue — 2nd Floor


Dallas,
Texas 75202-2812


 


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.


 


51

















 


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 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 


 


52

















 


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.  Neither the general partner of the
Partnership nor the directors, officers, employees, incorporators or capital
stockholders of the Partnership or Finance Corporation, as such, shall have any
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 shall be deemed to have waived and
released all such liability. The waiver and release shall be 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


 


53






 












 


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 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 each 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 any 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, (A) 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, (B) any
impairment, modification, release or limitation of the liability of the
Issuers, any of the Subsidiary Guarantors or any 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, (C) 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,
(D) 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, (E) 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, (F) the 


 


54

















 


modification
or amendment (whether material or otherwise) of any duty, agreement or
obligation of the Issuers or any of the Subsidiary Guarantors set forth in this
Indenture, (G) 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, (H) 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, (I) the unenforceability of the Debt Securities, the Guarantee or
this Indenture or (J) 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 (A) waives diligence, presentment,
demand of payment, filing of claims with a court in the event of the merger,
insolvency or bankruptcy of  either
Issuer or any of the Subsidiary Guarantors, and all demands whatsoever, (B) 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 (C) 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 either Issuer 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 
partnership, an Officer of the general partner of  such 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 a
Subsidiary Guarantor, or in the case of a Subsidiary Guarantor that 


 


55

















 


is
a 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 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 the 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 the 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 the Guarantee, not result in the obligations of such
Subsidiary Guarantor under the Guarantee 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 the Subsidiary
Guarantors may be released upon the terms and subject to the conditions set
forth in Section 11.02(b) and in this Section 14.04. Provided that
no Default shall have occurred and shall be continuing under this Indenture,
the 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 the Partnership, of all of the Partnership’s
direct or indirect limited partnership or other 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 the Partnership 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 Issuers 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
to the effect that the Subsidiary Guarantor is entitled to such release in
accordance with the provisions of this Indenture. Any Subsidiary Guarantor not
so released shall remain liable for the full amount of 


 


56

















 


principal
of (and premium, if any) and interest on the Debt Securities entitled to the
benefits of the Guarantee as provided in this Indenture, subject to the
limitations of Section 14.03.


 


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 the
Subsidiary Guarantor (a “Funding Guarantor”) under the 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 the Guarantee.


 


[Remainder of This Page Intentionally
Left Blank.]


 


57

















 


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


 


 


	
   

  	
  MARKWEST
  ENERGY FINANCE

  CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nancy Buese

  
	
   

  	
   

  	
  Nancy
  Buese

  
	
   

  	
   

  	
  Senior
  Vice President and Chief

  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  MARKWEST
  ENERGY PARTNERS, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MarkWest
  Energy GP, L.L.C.,

  
	
   

  	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nancy Buese

  
	
   

  	
   

  	
  Nancy
  Buese

  
	
   

  	
   

  	
  Senior
  Vice President and Chief

  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  MARKWEST
  HYDROCARBON, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nancy Buese

  
	
   

  	
   

  	
  Nancy
  Buese

  
	
   

  	
   

  	
  Senior
  Vice President and Chief

  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  MARKWEST
  ENERGY GP, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nancy Buese

  
	
   

  	
   

  	
  Nancy
  Buese

  
	
   

  	
   

  	
  Senior
  Vice President and Chief

  Financial Officer

  



 


Signature
Page to Senior Indenture


 

















 


	
   

  	
  MASON
  PIPELINE LIMITED LIABILITY

  COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MarkWest
  Hydrocarbon, Inc.,

  
	
   

  	
   

  	
   

  	
  its
  Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nancy Buese

  
	
   

  	
   

  	
  Nancy
  Buese

  
	
   

  	
   

  	
  Senior
  Vice President and Chief

  Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MARKWEST
  ENERGY OPERATING

  COMPANY, L.L.C.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MarkWest
  Energy Partners, L.P.,

  
	
   

  	
   

  	
   

  	
  its
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MarkWest
  Energy GP, L.L.C.,

  
	
   

  	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nancy Buese

  
	
   

  	
   

  	
  Nancy
  Buese

  
	
   

  	
   

  	
  Senior
  Vice President and Chief

  
	
   

  	
   

  	
  Financial
  Officer

  



 


Signature Page to
Senior Indenture


 

















 


	
   

  	
  MARKWEST
  BLACKHAWK, L.L.C.

  
	
   

  	
  MARKWEST
  ENERGY APPALACHIA, L.L.C.

  
	
   

  	
  MARKWEST
  ENERGY EAST

  
	
   

  	
  TEXAS GAS COMPANY, L.L.C.

  
	
   

  	
  MARKWEST
  GAS MARKETING, L.L.C.

  
	
   

  	
  MARKWEST
  GAS SERVICES, L.L.C.

  
	
   

  	
  MARKWEST
  JAVELINA COMPANY, L.L.C.

  
	
   

  	
  MARKWEST
  JAVELINA PIPELINE COMPANY, L.L.C.

  
	
   

  	
  MARKWEST
  LIBERTY GAS GATHERING, L.L.C.

  
	
   

  	
  MARKWEST
  MARKETING, L.L.C.

  
	
   

  	
  MARKWEST
  NEW MEXICO, L.L.C.

  
	
   

  	
  MARKWEST
  PINNACLE, L.L.C.

  
	
   

  	
  MARKWEST
  PIPELINE COMPANY, L.L.C.

  
	
   

  	
  MARKWEST
  PNG UTILITY, L.L.C.

  
	
   

  	
  MARKWEST
  POWER TEX, L.L.C.

  
	
   

  	
  MARKWEST TEXAS PNG UTILITY,
  L.L.C.

  



 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MarkWest
  Energy Operating Company, L.L.C.,

  
	
   

  	
   

  	
   

  	
  its
  Sole Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MarkWest
  Energy Partners, L.P.,

  
	
   

  	
   

  	
   

  	
  its
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MarkWest
  Energy GP, L.L.C.,

  
	
   

  	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Nancy Buese

  
	
   

  	
   

  	
  Nancy
  Buese

  
	
   

  	
   

  	
  Senior
  Vice President and Chief

  Financial Officer

  



 


Signature Page to
Senior Indenture


 

















 


	
   

  	
  MARKWEST
  MICHIGAN PIPELINE COMPANY, L.L.C.

  MARKWEST OKLAHOMA GAS COMPANY, L.L.C.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MarkWest
  Energy Operating Company, L.L.C.,

  
	
   

  	
   

  	
   

  	
  its
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MarkWest
  Energy Partners, L.P.,

  
	
   

  	
   

  	
   

  	
  its
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MarkWest
  Energy GP, L.L.C.,

  
	
   

  	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Nancy Buese

  
	
   

  	
   

  	
  Nancy
  Buese

  
	
   

  	
   

  	
  Senior
  Vice President and

  Chief Financial Officer

  



 


	
   

  	
  MATREX,
  L.L.C.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  West
  Shore Processing Company L.L.C.,

  
	
   

  	
   

  	
   

  	
  its
  Sole Member and Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MarkWest
  Energy Operating Company, L.L.C.,

  
	
   

  	
   

  	
   

  	
  its
  Sole Member and Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MarkWest
  Energy Partners, L.P.,

  
	
   

  	
   

  	
   

  	
  its
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MarkWest
  Energy GP, L.L.C.,

  
	
   

  	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Nancy Buese

  
	
   

  	
   

  	
  Nancy
  Buese

  
	
   

  	
   

  	
  Senior
  Vice President and Chief

  Financial Officer

  



 


Signature Page to
Senior Indenture


 

















 


	
   

  	
  MARKWEST
  MCALESTER, L.L.C.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MarkWest
  Oklahoma Gas Company, L.L.C.,

  
	
   

  	
   

  	
   

  	
  its
  Sole Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MarkWest
  Energy Operating Company, L.L.C.,

  
	
   

  	
   

  	
   

  	
  its
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MarkWest
  Energy Partners, L.P.,

  
	
   

  	
   

  	
   

  	
  its
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MarkWest
  Energy GP, L.L.C.,

  
	
   

  	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Nancy Buese

  
	
   

  	
   

  	
  Nancy
  Buese

  
	
   

  	
   

  	
  Senior
  Vice President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WEST
  SHORE PROCESSING COMPANY L.L.C.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MarkWest
  Energy Operating Company, L.L.C.,

  
	
   

  	
   

  	
   

  	
  its
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MarkWest
  Energy Partners, L.P.,

  
	
   

  	
   

  	
   

  	
  its
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MarkWest
  Energy GP, L.L.C.,

  
	
   

  	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Nancy Buese

  
	
   

  	
   

  	
  Nancy
  Buese

  
	
   

  	
   

  	
  Senior
  Vice President and

  Chief Financial Officer

  



 


Signature Page to
Senior Indenture


 

















 


	
   

  	
  WELLS
  FARGO BANK, NATIONAL

  ASSOCIATION, AS TRUSTEE

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Patrick Giordano

  
	
   

  	
   

  	
  Patrick
  Giordano

  
	
   

  	
   

  	
  Vice
  President

  



 


Signature Page to
Senior Indenture


 

















 


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 Issuers.


 


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.


 


 


	
   

  	
  [NAME
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