exv4w2






Exhibit 4.2




 

 












PIONEER SOUTHWEST ENERGY PARTNERS L.P.




and




PSE FINANCE CORPORATION,




as Issuers,




any Subsidiary Guarantors party hereto,




and




                                        ,




as Trustee




SUBORDINATED INDENTURE




Dated as of                     




Debt Securities




 

 



















 








CROSS-REFERENCE TABLE




	 	 	 
	TIA Section	 	Indenture Section
	310 (a)
	 	7.10
	(b)
	 	7.10
	(c)
	 	N.A.
	311 (a)
	 	7.11
	(b)
	 	7.11
	(c)
	 	N.A.
	312 (a)
	 	5.01
	(b)
	 	5.02
	(c)
	 	5.02
	313 (a)
	 	5.03
	(b)
	 	5.03
	(c)
	 	13.03
	(d)
	 	5.03
	314 (a)
	 	4.05
	(b)
	 	N.A.
	(c)(1)
	 	13.05
	(c)(2)
	 	13.05
	(c)(3)
	 	N.A.
	(d)
	 	N.A.
	(e)
	 	13.05
	(f)
	 	N.A.
	315 (a)
	 	7.01
	(b)
	 	6.07 & 13.03
	(c)
	 	7.01
	(d)
	 	7.01
	(e)
	 	6.08
	316 (a) (last
sentence)
	 	1.01
	(a)(1)(A)
	 	6.06
	(a)(1)(B)
	 	6.06
	(a)(2)
	 	9.01(d)
	(b)
	 	6.04
	(c)
	 	5.04
	317 (a)(1)
	 	6.02
	(a)(2)
	 	6.02
	(b)
	 	4.04
	318 (a)
	 	13.07







 




N.A. means Not Applicable



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














 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I

	DEFINITIONS AND INCORPORATION BY REFERENCE

	 
	 	 	 	 
	Section 1.01 Definitions
	 	 	1	 
	Section 1.02 Other Definitions
	 	 	7	 
	Section 1.03 Incorporation by Reference of Trust Indenture Act
	 	 	7	 
	Section 1.04 Rules of Construction
	 	 	7	 
	 
	 	 	 	 
	ARTICLE II

	DEBT SECURITIES

	 
	 	 	 	 
	Section 2.01 Forms Generally
	 	 	8	 
	Section 2.02 Form of Trustee’s Certificate of Authentication
	 	 	8	 
	Section 2.03 Principal Amount; Issuable in Series
	 	 	9	 
	Section 2.04 Execution of Debt Securities
	 	 	11	 
	Section 2.05 Authentication and Delivery of Debt Securities
	 	 	11	 
	Section 2.06 Denomination of Debt Securities
	 	 	13	 
	Section 2.07 Registration of Transfer and Exchange
	 	 	13	 
	Section 2.08 Temporary Debt Securities
	 	 	14	 
	Section 2.09 Mutilated, Destroyed, Lost or Stolen Debt Securities
	 	 	15	 
	Section 2.10 Cancellation of Surrendered Debt Securities
	 	 	16	 
	Section 2.11 Provisions of the Indenture and Debt Securities for the Sole
Benefit of the Parties and the Holders
	 	 	16	 
	Section 2.12 Payment of Interest; Interest Rights Preserved
	 	 	16	 
	Section 2.13 Securities Denominated in Dollars
	 	 	17	 
	Section 2.14 Wire Transfers
	 	 	17	 
	Section 2.15 Securities Issuable in the Form of a Global Security
	 	 	17	 
	Section 2.16 Medium Term Securities
	 	 	20	 
	Section 2.17 Defaulted Interest
	 	 	20	 
	Section 2.18 CUSIP and ISIN Numbers
	 	 	21	 
	 
	 	 	 	 
	ARTICLE III

	REDEMPTION OF DEBT SECURITIES

	 
	 	 	 	 
	Section 3.01 Applicability of Article
	 	 	21	 
	Section 3.02 Notice of Redemption; Selection of Debt Securities
	 	 	21	 
	Section 3.03 Payment of Debt Securities Called for Redemption
	 	 	23	 
	Section 3.04 Mandatory and Optional Sinking Funds
	 	 	23	 
	Section 3.05 Redemption of Debt Securities for Sinking Fund
	 	 	24	 
	 
	 	 	 	 
	ARTICLE IV

	PARTICULAR COVENANTS OF THE ISSUERS

	 
	 	 	 	 
	Section 4.01 Payment of Principal of, and Premium, If Any, and Interest on,
Debt Securities
	 	 	25	 
	Section 4.02 Maintenance of Offices or Agencies for Registration of
Transfer, Exchange and Payment of Debt Securities
	 	 	26	 






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	 	 	Page	 
	Section 4.03 Appointment to Fill a Vacancy in the Office of Trustee
	 	 	26	 
	Section 4.04 Duties of Paying Agents, etc.
	 	 	26	 
	Section 4.05 SEC Reports; Financial Statements
	 	 	27	 
	Section 4.06 Compliance Certificate
	 	 	28	 
	Section 4.07 Further Instruments and Acts
	 	 	28	 
	Section 4.08 Existence
	 	 	28	 
	Section 4.09 Maintenance of Properties
	 	 	28	 
	Section 4.10 Payment of Taxes and Other Claims
	 	 	28	 
	Section 4.11 Waiver of Certain Covenants
	 	 	29	 
	 
	 	 	 	 
	ARTICLE V

	HOLDERS’ LISTS AND REPORTS BY THE TRUSTEE

	 
	 	 	 	 
	Section 5.01 Issuers to Furnish Trustee Information as
to Names and Addresses of Holders;
Preservation of Information
	 	 	29	 
	Section 5.02 Communications to Holders
	 	 	29	 
	Section 5.03 Reports by Trustee
	 	 	29	 
	Section 5.04 Record Dates for Action by Holders
	 	 	30	 
	 
	 	 	 	 
	ARTICLE VI

	REMEDIES OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT

	 
	 	 	 	 
	Section 6.01 Events of Default
	 	 	30	 
	Section 6.02 Collection of Debt by Trustee, etc.
	 	 	32	 
	Section 6.03 Application of Moneys Collected by Trustee
	 	 	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
	 	 	35	 
	Section 6.06 Rights of Holders of Majority in Principal
Amount of Debt Securities to Direct Trustee and to Waive Default
	 	 	35	 
	Section 6.07 Trustee to Give Notice of Events of Defaults Known to It, but May
Withhold Such Notice in Certain Circumstances
	 	 	36	 
	Section 6.08 Requirement of an Undertaking to Pay Costs in Certain Suits
under the Indenture or Against the Trustee
	 	 	36	 
	 
	 	 	 	 
	ARTICLE VII

	CONCERNING THE TRUSTEE

	 
	 	 	 	 
	Section 7.01 Certain Duties and Responsibilities
	 	 	36	 
	Section 7.02 Certain Rights of Trustee
	 	 	38	 
	Section 7.03 Trustee Not Liable for Recitals in Indenture or in Debt Securities
	 	 	39	 
	Section 7.04 Trustee, Paying Agent or Registrar May Own Debt Securities
	 	 	39	 
	Section 7.05 Moneys Received by Trustee to Be Held in Trust
	 	 	39	 
	Section 7.06 Compensation and Reimbursement
	 	 	39	 
	Section 7.07 Right of Trustee to Rely on an Officers’ Certificate Where No Other
Evidence Specifically Prescribed
	 	 	40	 
	Section 7.08 Separate Trustee; Replacement of Trustee
	 	 	40	 
	Section 7.09 Successor Trustee by Merger
	 	 	41	 
	Section 7.10 Eligibility; Disqualification
	 	 	42	 
	Section 7.11 Preferential Collection of Claims Against Issuers
	 	 	42	 






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	 	 	Page	 
	Section 7.12 Compliance with Tax Laws
	 	 	42	 
	 
	 	 	 	 
	ARTICLE VIII

	CONCERNING THE HOLDERS

	 
	 	 	 	 
	Section 8.01 Evidence of Action by Holders
	 	 	42	 
	Section 8.02 Proof of Execution of Instruments and of Holding of Debt Securities
	 	 	42	 
	Section 8.03 Who May Be Deemed Owner of Debt Securities
	 	 	43	 
	Section 8.04 Instruments Executed by Holders Bind Future Holders
	 	 	43	 
	 
	 	 	 	 
	ARTICLE IX

	SUPPLEMENTAL INDENTURES

	 
	 	 	 	 
	Section 9.01 Purposes for Which Supplemental Indenture May Be Entered into Without Consent
of Holders
	 	 	44	 
	Section 9.02 Modification of Indenture with Consent of Holders of Debt Securities
	 	 	45	 
	Section 9.03 Effect of Supplemental Indentures
	 	 	47	 
	Section 9.04 Debt Securities May Bear Notation of Changes by Supplemental Indentures
	 	 	47	 
	 
	 	 	 	 
	ARTICLE X

	CONSOLIDATION, MERGER, SALE OR CONVEYANCE

	 
	 	 	 	 
	Section 10.01 Consolidations and Mergers of the Issuers
	 	 	47	 
	Section 10.02 Rights and Duties of Successor Company
	 	 	48	 
	 
	 	 	 	 
	ARTICLE XI

	SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE; UNCLAIMED MONEYS
	 
	 	 	 	 
	Section 11.01 Applicability of Article
	 	 	48	 
	Section 11.02 Satisfaction and Discharge of Indenture; Defeasance
	 	 	49	 
	Section 11.03 Conditions of Defeasance
	 	 	50	 
	Section 11.04 Application of Trust Money
	 	 	51	 
	Section 11.05 Repayment to Issuers
	 	 	51	 
	Section 11.06 Indemnity for U.S. Government Obligations
	 	 	51	 
	Section 11.07 Reinstatement
	 	 	51	 
	ARTICLE XII

	SUBORDINATION OF DEBT SECURITIES AND GUARANTEE

	 
	 	 	 	 
	Section 12.01 Applicability of Article; Agreement to Subordinate
	 	 	51	 
	Section 12.02 Liquidation, Dissolution, Bankruptcy
	 	 	52	 
	Section 12.03 Default on Senior Indebtedness
	 	 	52	 
	Section 12.04 Acceleration of Payment of Debt Securities
	 	 	53	 
	Section 12.05 When Distribution Must Be Paid Over
	 	 	53	 
	Section 12.06 Subrogation
	 	 	53	 
	Section 12.07 Relative Rights
	 	 	54	 
	Section 12.08 Subordination May Not Be Impaired by Issuers
	 	 	54	 
	Section 12.09 Rights of Trustee and Paying Agent
	 	 	54	 
	Section 12.10 Distribution or Notice to Representative
	 	 	54	 
	Section 12.11 Article XII Not to Prevent Defaults or Limit Right to Accelerate
	 	 	54	 
	Section 12.12 Trust Moneys Not Subordinated
	 	 	55	 






-iv-









 






	 	 	 	 	 
	 	 	Page	 
	Section 12.13 Trustee Entitled to Rely
	 	 	55	 
	Section 12.14 Trustee to Effectuate Subordination
	 	 	55	 
	Section 12.15 Trustee Not Fiduciary for Holders of Senior Indebtedness
	 	 	55	 
	Section 12.16 Reliance by Holders of Senior Indebtedness on Subordination Provisions
	 	 	56	 
	 
	 	 	 	 
	ARTICLE XIII

	MISCELLANEOUS PROVISIONS

	 
	 	 	 	 
	Section 13.01 Successors and Assigns of Issuers Bound by Indenture
	 	 	56	 
	Section 13.02 Acts of Board, Committee or Officer of Successor Issuer Valid
	 	 	56	 
	Section 13.03 Required Notices or Demands
	 	 	56	 
	Section 13.04 Indenture and Debt Securities to Be Construed in Accordance with the
Laws of the State of New York
	 	 	57	 
	Section 13.05 Officers’ Certificate and Opinion of Counsel to Be Furnished upon
Application or Demand by the Issuers
	 	 	57	 
	Section 13.06 Payments Due on Legal Holidays
	 	 	58	 
	Section 13.07 Provisions Required by TIA to Control
	 	 	58	 
	Section 13.08 Computation of Interest on Debt Securities
	 	 	58	 
	Section 13.09 Rules by Trustee, Paying Agent and Registrar
	 	 	58	 
	Section 13.10 No Recourse Against Others
	 	 	58	 
	Section 13.11 Severability
	 	 	58	 
	Section 13.12 Effect of Headings
	 	 	58	 
	Section 13.13 Indenture May Be Executed in Counterparts
	 	 	58	 
	 
	 	 	 	 
	ARTICLE XIV

	GUARANTEE

	 
	 	 	 	 
	Section 14.01 Unconditional Guarantee
	 	 	59	 
	Section 14.02 Execution and Delivery of Notation of Guarantee
	 	 	61	 
	Section 14.03 Limitation on Subsidiary Guarantors’ Liability
	 	 	61	 
	Section 14.04 Release of Subsidiary Guarantors from Guarantee
	 	 	61	 
	Section 14.05 Subsidiary Guarantor Contribution
	 	 	62	 
	 
	Notation of Guarantee
	 	Annex A	 







-v-











 





     THIS INDENTURE dated as of                      is among Pioneer Southwest Energy Partners L.P.,
a Delaware limited partnership (the “Partnership”), PSE Finance Corporation (“Finance Corp.,” and
together with the Partnership, the “Issuers”), any Subsidiary Guarantors (as defined herein) party
hereto and                     ,
a                     , as trustee (the “Trustee”).



RECITALS OF THE ISSUERS AND ANY SUBSIDIARY GUARANTORS




     The Issuers and any 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 and may be subordinated in right of payment to Senior
Indebtedness, as in this Indenture provided.



     All things necessary to make this Indenture a valid agreement of the Issuers and any
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, any Subsidiary Guarantor and
the Trustee covenant and agree with each other, for the benefit of the respective Holders from time
to time of the Debt Securities or any series thereof, as follows:



ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE




     Section 1.01 Definitions.



     “Affiliate” of any specified Person means any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified Person. For the
purposes of this definition, “control” when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing. The Trustee may request and may
conclusively rely upon an Officers’ Certificate to determine whether any Person is an Affiliate of
any specified Person.



     “Agent” means any Registrar or paying agent.



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



     “Board of Directors” means, (i) with respect to Finance Corp., the board of directors of the
corporation or any committee or subcommittee thereof duly authorized to act on behalf of such
board, (ii) with respect to the Partnership, the Board of Directors of the General Partner or



-1-









 







any
authorized committee or subcommittee of the Board of Directors of the General Partner or any
directors and/or officers of the General Partner to whom such Board of Directors or such committee
or subcommittee shall have duly delegated its 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 shall mean the Board of Directors (or other comparable governing
body) of the Partnership.



     “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.



     “Designated Senior Indebtedness” means (i) any Senior Indebtedness which, at the date of
determination, has an aggregate principal amount outstanding of, or under which, at the date of
determination, the holders thereof are committed to lend up to, at least $100 million and (ii) any
other Senior Indebtedness designated as “Designated Senior Indebtedness”, as provided in Section
2.03, in respect of any series of Debt Securities.



     “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.



-2-









 





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



     “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.



     “General Partner” means Pioneer Natural Resources GP LLC, a Delaware limited liability
company, and its successors and permitted assigns as general partner of the Partnership or as the
business entity with the ultimate authority to manage the business and operations of the
Partnership.



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



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



     “Holder,” “Holder of Debt Securities” or other similar terms means, a Person in whose name a
Debt Security is registered in the Debt Security Register.



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



     “Issuers” means the Partnership and Finance Corp.



-3-









 





     “Issuer Order” means a written request or order signed on behalf of each of the Issuers by one
of its Officers and delivered to the Trustee.



     “Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City
of Dallas, 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 any Person, the Chairman of the Board, the Chief Executive
Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer,
any Assistant Treasurer, the Controller, the Secretary or any Vice President of such Person (or, if
such Person is a limited partnership, the general partner of such Person, except it shall be the
General Partner in the case of the Partnership so long as it is a limited partnership).



     “Officers’ Certificate” means a certificate signed on behalf of each Issuer by any two of its
Officers, one of whom must be the principal executive officer, the principal financial officer or
the principal accounting officer of such Issuer, that meets the requirements of Section 13.05
hereof.



     “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 General Partner, 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 an Issuer) in trust or set aside and segregated in trust by the Issuers (if
an Issuer 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





-4-









 











	 	(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 either of the Issuers 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 an Issuer 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, consent or waiver hereunder, the
principal amount of an Original Issue Discount Debt Security that shall be deemed to be Outstanding
for such purposes shall be the amount of the principal thereof that would be due and payable as of
the date of such determination upon a declaration of acceleration of the maturity thereof pursuant
to Section 6.01.




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



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



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



     “Representative” means the trustee, agent or representative (if any) for an issue of Senior
Indebtedness.



     “SEC” means the Securities and Exchange Commission.



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



     “Senior Indebtedness,” unless otherwise provided with respect to the Debt Securities of a
series as contemplated by Section 2.03, means (1) all Debt of the Subsidiary Guarantors or the
Issuers, whether currently outstanding or hereafter issued, unless, by the terms of the instrument



-5-









 







creating or evidencing such Debt, it is provided that such Debt is subordinate or not superior in
right of payment to the Debt Securities, in the case of the Issuers, or the Guarantee, in the case
of the Subsidiary Guarantors, or to other Debt which is pari passu with or subordinated to the Debt
Securities, in the case of the Issuers, or the Guarantee, in the case of the Subsidiary Guarantors,
and (2) any modifications, refunding, deferrals, renewals, or extensions of any such Debt or
securities, notes or other evidence of Debt issued in exchange for such Debt; provided that in no
event shall “Senior Indebtedness” include (a) Debt evidenced by the Debt Securities or any
Guarantee, (b) Debt of any of the Subsidiary Guarantors or the Issuers owed or owing to any
Subsidiary of the Partnership, (c) Debt of any of the Subsidiary Guarantors owed or owing to the
Issuers, (d) any liability to trade creditors, (e) any liability for taxes owed or owing by any of
the Subsidiary Guarantors or the Issuers or (f) Debt of any Subsidiary Guarantor in the event there
is no series of Debt Securities Outstanding that is entitled to the benefits of a Guarantee.



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



     “Subsidiary” of any Person means:




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






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





     “Subsidiary Guarantors” means any Subsidiary of the Partnership (except Finance Corp.) 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                      and any other Person or Persons appointed as
such from time to time pursuant to Section 7.08, and, subject to the provisions of Article VII,
includes its or their successors and assigns. If at any time there is more than one



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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 
	“Subordinated Debt Securities”

	 	12.01 
	“Successor Company”
	 	10.01 






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



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



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



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



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



     (c) “or” is not exclusive;



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     (d) “including” means including without limitation;



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



     (f) provisions apply to successive events and transactions;



     (g) if the applicable series of Debt Securities are subordinated pursuant to Article XII,
unsecured Debt shall not be deemed to be subordinate or junior to secured Debt merely by virtue of
its nature as unsecured Debt; and



     (h) 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 each Issuer 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.



	 	 	 	 	 
	 	                    ,

As Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




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



     The Debt Securities may be issued in one or more series in fully registered form. There shall
be established, without the approval of any Holders, in or pursuant to a resolution of the Board of
Directors of each Issuer 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;



     (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 any
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;



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     (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 either of the Issuers or
any other obligor and the terms and conditions upon which such conversion or exchange shall be
effected, including the initial conversion or exchange price or rate, the conversion or exchange
period and any other provision in addition to or in lieu of those described herein;



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



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



     (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;



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



     (t) the subordination, if any, of the Debt Securities of the series pursuant to Article XII
and any changes or additions to Article XII or designation of any Designated Senior Indebtedness;



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



     (v) 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 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 each of the Issuers by at least one of its Officers. 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.



     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 each of the Issuers by at least one of its Officers shall
be conclusive evidence that the Debt Security so authenticated has been duly authenticated and
delivered hereunder.



     In case any Officer of either 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 either Issuer by
such Persons as, at the actual date of the execution of such Debt Security, shall be the proper
Officers of such Issuer, although at the date of such Debt Security or of the execution of this
Indenture any such Person was not such Officer.



     Section 2.05 Authentication and Delivery of Debt Securities. At any time and from
time to time after the execution and delivery of this Indenture, the Issuers may deliver 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



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Indenture in relation to such Debt Securities, the Trustee shall be entitled to receive, and
(subject to Section 7.01) shall be fully protected in relying upon:



     (a) a copy of any resolution or resolutions of the Board of Directors of each Issuer,
certified by the Secretary or Assistant Secretary of each of the General Partner and Finance Corp.,
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 of each Issuer 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 or by a supplemental indenture as permitted by Section
2.03 in conformity with the provisions of this Indenture;




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




     (iv) that the Issuers have the power to issue such Debt Securities and have duly taken
all necessary 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 the Issuers are bound;




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




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



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



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     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 they may prescribe, the Issuers shall provide for the
registration of all Debt Securities and the registration of transfer and exchange of Debt
Securities as in this Article II provided. At all reasonable times the Debt Security Register
shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment for
registration of transfer of any Debt Security at any office or agency to be maintained by the
Issuers in accordance with the provisions of Section 4.02, the Issuers shall execute and the
Trustee shall authenticate and deliver in the name of the transferee or transferees a new Debt
Security or Debt Securities of authorized denominations for a like aggregate principal amount. In
no event may Debt Securities be issued as, or exchanged for, bearer securities.



     Unless and until otherwise determined by the Issuers by resolutions of each Issuer’s Board of
Directors, the Debt Security Register shall be kept at the corporate trust office of the Trustee
referred to in Section 13.03 and, for this purpose, the Trustee referred to in Section 13.03 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



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Section 4.02,
and the Issuers shall execute and the Trustee shall authenticate and deliver in exchange therefor
the Debt Security or Debt Securities which the Holder making the exchange shall be entitled to
receive.



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



     All Debt Securities issued in exchange for or upon registration of 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 to (i) 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) register the transfer of or exchange any Debt Securities
selected, called or being called for redemption; except the portion of any such Debt Security not
so selected or called.



     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



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variations as
may be appropriate for temporary Debt Securities, all as may be determined by the Issuers with the
concurrence of the Trustee. Temporary Debt Securities may contain such reference to any provisions
of this Indenture as may be appropriate. Every temporary Debt Security shall be executed by the
Issuers and be authenticated by the Trustee upon the same conditions and in substantially the same
manner, and with like effect, as the definitive Debt Securities.



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



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



     Section 2.09 Mutilated, Destroyed, Lost or Stolen Debt Securities. If (a) any
mutilated Debt Security is surrendered to the Trustee at its corporate trust office or (b) the
Issuers and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of
any Debt Security, and there is delivered to the Issuers and the Trustee such security or indemnity
as may be required by them to save each of them and any paying agent harmless, and neither the
Issuers nor the Trustee receives notice that such Debt Security has been acquired by a protected
purchaser, then the Issuers shall execute, and if applicable, the Subsidiary Guarantors shall
execute the notation of Guarantee endorsed thereon, 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



-15-









 







Issuers and the Trustee of the
destruction, loss or theft of such Debt Security and of the ownership thereof.



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



     Section 2.10 Cancellation of Surrendered Debt Securities. All Debt Securities
surrendered for payment, redemption, registration of transfer or exchange shall, if surrendered to
an Issuer 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 in accordance with its standard
procedures (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 either
of 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 that have been 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 of any Senior Indebtedness, 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 specified in Section 13.03 (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



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entitled thereto as such
address shall appear in the Debt Security Register or, if provided pursuant to Section 2.03 and in
accordance with arrangements satisfactory to the Trustee, at the option of the Holder by wire
transfer to an account designated by the Holder.



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



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



     Section 2.14 Wire Transfers. Notwithstanding any other provision to the contrary in
this Indenture, the Issuers may make any payment of moneys required to be deposited with the
Trustee on account of principal of, or premium, if any, or interest on, the Debt Securities
(whether pursuant to optional or mandatory redemption payments, interest payments or otherwise) by
wire transfer in immediately available funds to an account designated by the Trustee before 11:00
a.m., New York City time, on the date such moneys are to be paid to the Holders of the Debt
Securities in accordance with the terms hereof.



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



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



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



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



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



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



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



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may conclusively rely on, and will be protected in relying on,
instructions from the Depositary or its nominee for all purposes (including with respect to
the registration and delivery, and the respective principal amounts, of the Debt Securities
to be issued).



     Section 2.16 Medium Term Securities. Notwithstanding any contrary provision herein,
if all Debt Securities of a series are not to be originally issued at one time, it shall not be
necessary for either of the Issuers to deliver to the Trustee an Officers’ Certificate, resolutions
of each such Issuer’s Board of Directors, 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 relating to such written order, such terms and conditions of
such Debt Securities as are specified in such Officers’ Certificate, supplemental indenture or such
resolution.



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




     (i) The Issuers may elect to make payment of any Defaulted Interest to the Persons in
whose names the Debt Securities of such series are registered at the close of business on a
special record date for the payment of such Defaulted Interest, which shall be fixed in the
following manner. The Issuers shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each such Debt Security of such series and the
date of the proposed payment, and at the same time the Issuers shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of
such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such
deposit prior to the date of the proposed payment, such money when deposited to be held in
trust for the benefit of the Persons entitled to such Defaulted



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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 and ISIN Numbers. The Issuers in issuing the Debt Securities may
use “CUSIP” and “ISIN” numbers (if then generally in use), and, if so, the Trustee shall use such
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” or “ISIN” 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
each Issuer 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
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.



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     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 or if such payment is prohibited by the terms of
Article XII, 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 any
CUSIP or ISIN 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 from the Issuers 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 an Issuer 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. 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



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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, or the terms of
Article XII shall prohibit such payment) 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 or a supplemental indenture is herein referred to as a “mandatory sinking fund payment,”
and any payment in excess of such minimum amount provided for by the terms of Debt Securities of
any series, resolution of the Board of Directors or a supplemental indenture is herein referred to
as an “optional sinking fund payment.”



-23-









 





     In lieu of making all or any part of any mandatory sinking fund payment with respect to any
Debt Securities of a series in cash, the Issuers may at their option (a) deliver to the Trustee
Debt Securities of that series theretofore purchased or otherwise acquired by the Issuers or (b)
receive credit for the principal amount of Debt Securities of that series which have been 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 its right to make any
permitted optional sinking fund payment with respect to such series. Such certificate shall also
state that no Event of Default has occurred and is continuing with respect to such series. Such
certificate shall be irrevocable and upon its delivery the Issuers shall be obligated to make the
cash payment or payments therein referred to, if any, by 11 a.m., New York City time, on the next
succeeding sinking fund payment date. Failure of the Issuers to deliver such certificate (or to
deliver the Debt Securities specified in this paragraph) shall not constitute a Default, but such
failure shall require that the sinking fund payment due on the next succeeding sinking fund payment
date for that series shall be paid entirely in cash and shall be sufficient to redeem the principal
amount of such Debt Securities subject to a mandatory sinking fund payment without the option to
deliver or credit Debt Securities as provided in this Section 3.05 and without the right to make
any optional sinking fund payment, if any, with respect to such series.



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



-24-









 







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 and, in the case of Debt Securities subordinated pursuant to the terms of Article
XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money
to the Holders on that date pursuant to the terms of this Indenture.



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     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 registration of 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 referred to in Section 13.03 hereof, and each of the Issuers
and Subsidiary Guarantors hereby appoints the Trustee as its 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



-26-









 






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



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



     (d) Whenever the Issuers shall have one or more paying agents with respect to any series of
Debt Securities, they will, prior to each due date of the principal of, and premium, if any, or
interest on, any Debt Securities of such series, deposit with any such paying agent a sum
sufficient to pay the principal, premium or interest so becoming due, such sum to be held in trust
for the benefit of the Persons entitled thereto, and (unless any such paying agent is the Trustee)
the Issuers will promptly notify the Trustee of 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 (unless such information, documents or
reports are available on the Commission’s Electronic Data Gathering, Analysis and Retrieval system
(or any successor thereto)). The Issuers 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.



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



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     Section 4.06 Compliance Certificate. Each of the Issuers and any 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 Officers signing the certificate with a view to
determining whether each of the Issuers and any Subsidiary Guarantor has kept, observed, performed
and fulfilled its obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, whether or not to the best of his knowledge any Default occurred during
such fiscal year (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 any Subsidiary Guarantor is taking or proposes to take with respect thereto) and that to the
best of his knowledge no event has occurred and remains in existence by reason of which payments on
account of the principal of, or premium, if any, or interest, if any, on the Debt Securities are
prohibited by the terms of Article XII or, if such event has occurred, a description of the event
and what action the Partnership or any Subsidiary Guarantor is 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 Issuer shall do
or cause to be done all things necessary to preserve and keep in full force and effect its
existence.



     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 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.



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     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. The Issuers covenant and agree that they will furnish or cause to
be furnished to the Trustee with respect to the Debt Securities of each series:



     (a) not more than 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 the Issuers of any such request, a list of similar form and contents as of a date not
more than 15 days prior to the time such list is furnished;



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



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



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



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



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



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     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 SEC 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 their respective Boards of Directors, 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”):



     (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, whether or not such payment shall be
prohibited by Article XII, if applicable, 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, whether or not such payment
shall be prohibited by Article XII, if applicable; 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, whether or not such payment is
prohibited by Article XII, if applicable; or



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     (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 (i) any of its covenants or agreements under Article X or (ii) 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
each Issuer 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), and in the case of clause (ii), 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 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, or a Custodian for all or substantially all of the property of either
of the Issuers, or if applicable, any of the Subsidiary Guarantors, or




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



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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 either of the Issuers, 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 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).



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



     All rights of action and of asserting claims under this Indenture, or under any of the Debt
Securities of any series, may be enforced by the Trustee without the possession of any such Debt
Securities, or the production thereof in any trial or other proceedings relative thereto, and any
such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of
an express trust, and any recovery of judgment (except for any amounts payable to the Trustee
pursuant to Section 7.06) shall be for the ratable benefit of the Holders of all the Debt
Securities in respect of which such action was taken.



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



     Section 6.03 Application of Moneys Collected by Trustee. Any moneys or other property
collected by the Trustee pursuant to Section 6.02 with respect to Debt Securities of any series
shall be applied, after giving effect to the provisions of Article XII, if applicable, in the



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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, or to whomsoever may be lawfully entitled to receive the same, or as a court of
competent jurisdiction may direct.



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



     Section 6.04 Limitation on Suits by Holders. No Holder of any Debt Security of any
series shall have any right by virtue or by availing of any provision of this Indenture to
institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under
or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless such Holder previously shall have given to the Trustee written
notice of an Event of Default with respect to Debt Securities of that same series and of the
continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of
the Outstanding Debt Securities of that series shall have made written request upon the Trustee to
institute such action or proceedings in respect of such Event of Default in its own name as



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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.



     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



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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 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



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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 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



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grounds
for believing that repayment of such funds or adequate security or 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 either of the Issuers mentioned herein shall be
sufficiently evidenced by an Issuer Order (unless other evidence in respect thereof be herein
specifically prescribed); and any resolution of the Board of Directors of an Issuer may be
evidenced to the Trustee by a copy thereof certified by its Secretary or an Assistant Secretary;



     (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;



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



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



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



     Section 7.04 Trustee, Paying Agent or Registrar May Own Debt Securities. The Trustee
or any paying agent or Registrar, in its individual or any other capacity, may become the owner or
pledgee of Debt Securities and subject to the provisions of the TIA relating to conflicts of
interest and preferential claims may otherwise deal with the Issuers with the same rights it would
have if it were not Trustee, paying agent or Registrar.



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



     Section 7.06 Compensation and Reimbursement. The Issuers covenant and agree 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



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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
Issuers. The Holders of a majority in aggregate principal amount of the Debt Securities of a
particular series may remove the Trustee for such series and only such series by so notifying the
Trustee and may appoint a successor Trustee. The Issuers shall remove the Trustee if:



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



     (b) the Trustee is adjudged bankrupt or insolvent;



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



     (d) the Trustee otherwise becomes incapable of acting.



     If the Trustee resigns, is removed by the Issuers or by the Holders of a majority in aggregate
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



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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 aggregate
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
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



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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
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



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be
satisfactory to the Trustee. The ownership of Debt Securities of any series shall be proved by the
Debt Security Register or by a certificate of the Registrar for such series. The Trustee may
require such additional proof of any matter referred to in this Section 8.02 as it shall deem
necessary.



     Section 8.03 Who May Be Deemed Owner of Debt Securities. Prior to due presentment for
registration of transfer of any Debt Security, the Issuers, the Subsidiary Guarantors, the Trustee,
any paying agent and any Registrar may deem and treat the Person in whose name any Debt Security
shall be registered upon the books of the Issuers as the absolute owner of such Debt Security
(whether or not such Debt Security shall be overdue and notwithstanding any notation of ownership
or other writing thereon) for the purpose of receiving payment of or on account of the principal of
and premium, if any, and (subject to Section 2.12) interest on such Debt Security and for all other
purposes, and none of the Issuers, the Subsidiary Guarantors 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.



     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 referred to in Section 13.03 and upon proof of holding as
provided in Section 8.02, revoke such action so far as concerns such Debt Security. Except as
aforesaid any such action taken by the Holder of any Debt Security shall be conclusive and binding
upon such Holder and upon all future Holders and owners of such Debt Security and of any Debt
Security issued upon transfer thereof or in exchange or substitution therefor, irrespective of
whether or not any notation in regard thereto is made upon such Debt Security or such other Debt
Securities. Any action taken by the Holders of the percentage in aggregate principal amount of the
Debt Securities of any series specified in this Indenture in connection with such action shall be
conclusively binding upon the Issuers, the Subsidiary Guarantors, the Trustee and the Holders of
all the Debt Securities of such series.



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



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ARTICLE IX

SUPPLEMENTAL INDENTURES




     Section 9.01 Purposes for Which Supplemental Indenture May Be Entered into Without Consent
of Holders. The Issuers and any Subsidiary Guarantors, when authorized by resolutions of each
Issuer’s Board of Directors, 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 either of the
Issuers, or successive successions, and the assumption by the Successor Company (as defined in
Section 10.01) of the covenants, agreements and obligations of its predecessor Issuer in this
Indenture and in the Debt Securities;



     (b) to surrender any right or power herein conferred upon the Issuers or the Subsidiary
Guarantors, to add to the covenants of the Issuers or the Subsidiary Guarantors such further
covenants, restrictions, conditions or provisions for the protection of the Holders of all or any
series of Debt Securities (and if such covenants are to be for the benefit of less than all series
of Debt Securities, stating that such covenants are expressly being included solely for the benefit
of such series) as the Board of Directors shall consider to be for the protection of the Holders of
such Debt Securities, and to make the occurrence, or the occurrence and continuance, of a Default
in any of such additional covenants, restrictions, conditions or provisions a Default or an Event
of Default permitting the enforcement of all or any of the several remedies provided in this
Indenture; provided, that in respect of any such additional covenant, restriction, condition or
provision such supplemental indenture may provide for a particular period of grace after Default
(which period may be shorter or longer than that allowed in the case of other Defaults) or may
provide for an immediate enforcement upon such Default or may limit the remedies available to the
Trustee upon such Default or may limit the right of the Holders of a majority in aggregate
principal amount of any or all series of Debt Securities to waive such Default;



     (c) to cure any ambiguity or omission or to correct or supplement any provision contained
herein, in any supplemental indenture or in any Debt Securities of any series that may be defective
or inconsistent with any other provision contained herein, in any supplemental indenture or in the
Debt Securities of such series; or to convey, transfer, assign, mortgage or pledge any property to
or with the Trustee;



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



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     (f) to reflect the release of any Subsidiary Guarantor in accordance with Article XIV;



     (g) in the case of any Debt Securities subordinated pursuant to Article XII, to make any
change in Article XII that would limit or terminate the benefits available to any holder of Senior
Indebtedness (or Representatives therefor) under Article XII;



     (h) 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;



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



     (j) 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;



     (k) 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



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



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



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



     In the case of Debt Securities subordinated pursuant to Article XII, an amendment under this
Section 9.01 may not make any change that adversely affects the rights under Article XII of any
holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or
any group or Representative thereof authorized to give a consent) consent to such change.



     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



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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 each Issuer’s Board of
Directors, 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 or waiver; 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 that stated in such Debt Security; 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; in the case of any Debt Security
subordinated pursuant to Article XII, make any change in Article XII that adversely affects the
rights of any Holder under Article XII; 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 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, accompanied by a copy of resolutions of the Board of
Directors of each Issuer 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 and the Subsidiary Guarantors in the execution of such supplemental indenture
unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under
this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be
obligated to enter into such supplemental indenture.



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



     In the case of Debt Securities subordinated pursuant to Article XII, an amendment under this
Section 9.02 may not make any change that adversely affects the rights under Article XII of any
holder of Senior



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Indebtedness then outstanding unless the holders of such Senior Indebtedness (or
any group or Representative thereof authorized to give a consent) consent to such change.



     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 a notice briefly describing such amendment. The failure to give such notice to all such
Holders, or any defect therein, shall not impair or affect the validity of an amendment under this
Section 9.02.



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



     The Trustee, subject to the provisions of Sections 7.01 and 7.02, shall be entitled to 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 Issuers, to any modification of this Indenture contained in any such supplemental
indenture may be prepared and executed by the Issuers, authenticated by the Trustee and delivered
in exchange for the Debt Securities of such series then Outstanding. Failure to make the
appropriate notation or to issue a new Debt Security of such series shall not affect the validity
of such amendment.



ARTICLE X

CONSOLIDATION, MERGER, SALE OR CONVEYANCE




     Section 10.01 Consolidations and Mergers of the Issuers. Neither of the Issuers may
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, 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 Company”), shall be a partnership, limited liability company
or corporation in the case of the Partnership (and a corporation in the case of Finance Corp. 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 Company shall expressly
assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, all the obligations of such Issuer under this Indenture and the



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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 Company
or any Subsidiary of such Issuer as a result of such transaction as having been incurred by the
Successor Company 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 Company, 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 Company. In case of any consolidation,
amalgamation or merger where such Issuer is not the continuing Person, or disposition of all or
substantially all of the assets of such Issuer in accordance with Section 10.01, the Successor
Company 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 Company thereupon may cause to be signed, and may issue either in its own
name or in the name of such Issuer, any or all the Debt Securities issuable hereunder which
theretofore shall not have been signed by or on behalf of such Issuer and delivered to the
Trustee; and, upon the order of the Successor Company, instead of such Issuer, and subject to all
the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate
and shall deliver any Debt Securities which previously shall have been signed and delivered by or
on behalf of such Issuer to the Trustee for authentication, and any Debt Securities which the
Successor Company thereafter shall cause to be signed and delivered to the Trustee for that
purpose. All the Debt Securities so issued shall in all respects have the same legal rank and
benefit under this Indenture as the Debt Securities theretofore or thereafter issued in accordance
with the terms of this Indenture as though all such Debt Securities had been issued at the date of
the execution hereof.



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



ARTICLE XI

SATISFACTION AND DISCHARGE OF

INDENTURE; DEFEASANCE; UNCLAIMED MONEYS




     Section 11.01 Applicability of Article. The provisions of this Article XI relating to
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 have deposited or caused to be deposited 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 have paid or caused to be paid all other sums payable hereunder by the Issuers with respect to
the Debt Securities of such series, then this Indenture shall cease to be of further effect (except
as provided in Section 11.02(c)) 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 of their respective 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, 5.01, 7.06, 11.05, 11.06 and 11.07



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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 Issuers occurs which is continuing at the end of the
period;



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



     (e) the deposit does not constitute a default under any other material agreement binding on
the Issuers and, if the Debt Securities of such series are subordinated pursuant to Article XII, is
not prohibited by Article XII;



     (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



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     (i) the Issuers deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel,
each stating that all conditions precedent to the defeasance 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. In the event the Debt Securities of the defeased
series are subordinated pursuant to Article XII, money and securities so held in trust are not
subject to Article XII.



     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

SUBORDINATION OF DEBT SECURITIES AND GUARANTEE




     Section 12.01 Applicability of Article; Agreement to Subordinate. The provisions of
this Article XII shall only be applicable to the Debt Securities of any series (Debt Securities of
such series referred to in this Article XII as “Subordinated Debt Securities”) designated, pursuant
to Section 2.03, as subordinated to Senior Indebtedness and any related Guarantee of such
Subordinated Debt Securities. Each Holder by accepting a Subordinated Debt Security agrees that
the Debt evidenced by such Subordinated Debt Security and any related Guarantee of such
Subordinated Debt Security is subordinated in right of payment, to the extent and in the manner



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provided in this Article XII, to the prior payment of all Senior Indebtedness and that the
subordination is for the benefit of and enforceable by the holders of Senior Indebtedness. All
provisions of this Article XII shall be subject to Section 12.12.



     Section 12.02 Liquidation, Dissolution, Bankruptcy. Upon any payment or distribution
of the assets of any of the Issuers or the Subsidiary Guarantors to creditors (i) upon a
liquidation or a dissolution of any of the Issuers or the Subsidiary Guarantors or (ii) in a
bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to any of the
Issuers or the Subsidiary Guarantors or its property:



     (a) holders of Senior Indebtedness of the Issuers or any Subsidiary Guarantor, as the case may
be, shall be entitled to receive payment in full in cash of such Senior Indebtedness of such Person
(including interest (if any), accruing on or after the commencement of a proceeding in bankruptcy,
whether or not allowed as a claim against any of the Issuers or the Subsidiary Guarantors, as the
case may be, in such bankruptcy proceeding) before Holders of Subordinated Debt Securities and any
related Guarantee shall be entitled to receive any payment of principal of, or premium, if any, or
interest on, the Subordinated Debt Securities from the Issuers, or any payment in respect of the
Guarantee from the Subsidiary Guarantors; and



     (b) until the Senior Indebtedness of the Issuers or any Subsidiary Guarantor, as the case may
be, is paid in full, any distribution to which Holders of Subordinated Debt Securities and any
related Guarantee would be entitled but for this Article XII shall be made to holders of Senior
Indebtedness of the Issuers or the Subsidiary Guarantors, as the case may be, as their interests
may appear, except that such Holders may receive capital stock and any debt securities that are
subordinated to Senior Indebtedness of any of the Issuers or the Subsidiary Guarantors, as the case
may be, to at least the same extent as the Subordinated Debt Securities of the Issuers or the
related Guarantee of any Subsidiary Guarantor, respectively.



     Section 12.03 Default on Senior Indebtedness. The Issuers and the Subsidiary
Guarantors may not pay the principal of, or premium, if any, or interest on, the Subordinated Debt
Securities or any related Guarantee or make any deposit pursuant to Article XI and may not
repurchase, redeem or otherwise retire (except, in the case of Subordinated Debt Securities that
provide for a mandatory sinking fund pursuant to Section 3.04, by the delivery of Subordinated Debt
Securities by the Issuers to the Trustee pursuant to the first paragraph of Section 3.05) any
Subordinated Debt Securities (collectively, “pay the Subordinated Debt Securities”) if any
principal, premium or interest in respect of Senior Indebtedness of such Person is not paid within
any applicable grace period (including at maturity) or any other default on Senior Indebtedness of
such Person occurs and the maturity of such Senior Indebtedness is accelerated in accordance with
its terms unless and until the default has been cured or waived and any such acceleration has been
rescinded or such Senior Indebtedness has been paid in full in cash; provided, however, that the
Issuers and the Subsidiary Guarantors may make payments on the Subordinated Debt Securities or any
related Guarantee without regard to the foregoing if the Issuers and the Trustee receive written
notice approving such payment from the Representative of each issue of Designated Senior
Indebtedness. During the continuance of any other default with respect to any Designated Senior
Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further
notice (except such notice as may be required to effect such acceleration) or the expiration of any
applicable grace periods, the Issuers and the Subsidiary



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Guarantors may not make payments on the
Subordinated Debt Securities or any related Guarantee for a period (a “Payment Blockage Period”)
commencing upon the receipt by the Issuers and the Trustee (and if such Designated Senior
Indebtedness is Debt of a Subsidiary Guarantor, the Subsidiary Guarantor) of written notice of such
default from the Representative of any Designated Senior Indebtedness specifying an election to
effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier
if such Payment Blockage Period is terminated by written notice to the Trustee and the Issuers (and
if such Designated Senior Indebtedness is Debt of a Subsidiary Guarantor, the Subsidiary Guarantor)
from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such
Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no
longer continuing). Notwithstanding the provisions described in the immediately preceding sentence
(but subject to the provisions contained in Section 12.02 and the first sentence of this Section
12.03), unless the holders of such Designated Senior Indebtedness or the Representative of such
holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Issuers and
the Subsidiary Guarantors may resume payments on the Subordinated Debt Securities and related
Guarantee after such Payment Blockage Period. Not more than one Blockage Notice may be given in
any consecutive 360-day period, irrespective of the number of defaults with respect to any number
of issues of Designated Senior Indebtedness during such period, unless otherwise specified pursuant
to Section 2.03 for the Subordinated Debt Securities of a series; provided, however, that in no
event may the total number of days during which any Payment Blockage Period or Periods is in effect
exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this
Section 12.03, no default or event of default which existed or was continuing on the date of the
commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness
initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a
subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness,
whether or not within a period of 360 consecutive days, unless such default or event of default
shall have been cured or waived for a period of not less than 90 consecutive days.



     Section 12.04 Acceleration of Payment of Debt Securities. If payment of the
Subordinated Debt Securities is accelerated because of an Event of Default, the Issuers shall
promptly notify the holders of the Designated Senior Indebtedness (or their Representatives) of the
acceleration.



     Section 12.05 When Distribution Must Be Paid Over. If a distribution is made to
Holders of Subordinated Debt Securities or a related Guarantee that because of this Article XII
should not have been made to them, the Holders who receive such distribution shall hold it in trust
for holders of Senior Indebtedness and pay it over to them as their interests may appear.



     Section 12.06 Subrogation. After all Senior Indebtedness is paid in full and until
the Subordinated Debt Securities are paid in full, Holders thereof shall be subrogated to the
rights of holders of Senior Indebtedness to receive distributions applicable to Senior
Indebtedness. A distribution made under this Article XII to holders of Senior Indebtedness which
otherwise would have been made to Holders of Subordinated Debt Securities is not, as between the
Issuers or the Subsidiary Guarantors, as the case may be, and such Holders, a payment by the
Issuers or the Subsidiary Guarantors, as the case may be, on Senior Indebtedness.



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     Section 12.07 Relative Rights. This Article XII defines the relative rights of
Holders of Subordinated Debt Securities and holders of Senior Indebtedness. Nothing in this
Indenture shall:



     (a) impair, as between the Issuers or the Subsidiary Guarantors, as the case may be, and
Holders of Subordinated Debt Securities, the obligation of the Issuers or the Subsidiary
Guarantors, as the case may be, which is absolute and unconditional, to pay principal of, and
premium, if any, and interest on, the Subordinated Debt Securities in accordance with their terms;
or



     (b) prevent the Trustee or any Holder of Subordinated Debt Securities from exercising its
available remedies upon an Event of Default, subject to the rights of holders of Senior
Indebtedness to receive distributions otherwise payable to Holders of Subordinated Debt Securities.



     Section 12.08 Subordination May Not Be Impaired by Issuers. No right of any holder of
Senior Indebtedness to enforce the subordination of the Debt evidenced by the Subordinated Debt
Securities and the Guarantee in respect thereof shall be impaired by any act or failure to act by
any of the Issuers or the Subsidiary Guarantors or by its failure to comply with this Indenture.



     Section 12.09 Rights of Trustee and Paying Agent. Notwithstanding Sections 12.02 and
12.03, the Trustee or any paying agent may continue to make payments on Subordinated Debt
Securities and shall not be charged with knowledge of the existence of facts that would prohibit
the making of any such payments unless, not less than two Business Days prior to the date of such
payment, a responsible officer of the Trustee receives notice satisfactory to it that payments may
not be made under this Article XII. The Issuers, the Registrar, any paying agent, a Representative
or a holder of Senior Indebtedness may give the notice; provided, however, that, if an issue of
Senior Indebtedness has a Representative, only the Representative may give the notice on behalf of
the Holders of the Senior Indebtedness of that issue.



     The Trustee in its individual or any other capacity may hold Senior Indebtedness with the same
rights it would have if it were not Trustee. The Registrar and any paying agent may do the same
with like rights. The Trustee shall be entitled to all the rights set forth in this Article XII
with respect to any Senior Indebtedness which may at any time be held by it, to the same extent as
any other holder of Senior Indebtedness; and nothing in Article VII shall deprive the Trustee of
any of its rights as such holder. Nothing in this Article XII shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 7.06.



     Section 12.10 Distribution or Notice to Representative. Whenever a distribution is to
be made or a notice given to holders of Senior Indebtedness, the distribution may be made and the
notice given to their Representative (if any).



     Section 12.11 Article XII Not to Prevent Defaults or Limit Right to Accelerate. The
failure to make a payment pursuant to the Subordinated Debt Securities, whether directly or
pursuant to the Guarantee, by reason of any provision in this Article XII shall not be construed as
preventing the occurrence of a Default. Nothing in this Article XII shall have any effect on the



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right of the Holders or the Trustee to accelerate the maturity of either the Subordinated Debt
Securities or the Debt Securities, as the case may be.



     Section 12.12 Trust Moneys Not Subordinated. Notwithstanding anything contained
herein to the contrary, payments from money or the proceeds of U.S. Government Obligations held in
trust under Article XI by the Trustee for the payment of principal of, and premium, if any, and
interest on, the Subordinated Debt Securities or the Debt Securities shall not be subordinated to
the prior payment of any Senior Indebtedness or subject to the restrictions set forth in this
Article XII, and none of the Holders thereof shall be obligated to pay over any such amount to the
Issuers, the Subsidiary Guarantors or any holder of Senior Indebtedness of the Issuers or the
Subsidiary Guarantors or any other creditor of the Issuers or the Subsidiary Guarantors.



     Section 12.13 Trustee Entitled to Rely. Upon any payment or distribution pursuant to
this Article XII, the Trustee and the Holders shall be entitled to rely upon any order or decree
of a court of competent jurisdiction in which any proceedings of the nature referred to in Section
12.02 are pending, upon a certificate of the liquidating trustee or agent or other Person making
such payment or distribution to the Trustee or to such Holders or upon the Representatives for the
holders of Senior Indebtedness for the purpose of ascertaining the Persons entitled to participate
in such payment or distribution, the holders of the Senior Indebtedness and other Debt of any of
the Issuers or the Subsidiary Guarantors, the amount thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XII.
In the event that the Trustee determines, in good faith, that evidence is required with respect to
the right of any Person as a holder of Senior Indebtedness to participate in any payment or
distribution pursuant to this Article XII, the Trustee may request such Person to furnish evidence
to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such
Person, the extent to which such Person is entitled to participate in such payment or distribution
and other facts pertinent to the rights of such Person under this Article XII, and, if such
evidence is not furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment. The provisions of Sections
7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to
this Article XII.



     Section 12.14 Trustee to Effectuate Subordination. Each Holder by accepting a
Subordinated Debt Security authorizes and directs the Trustee on his behalf to take such action as
may be necessary or appropriate to acknowledge or effectuate the subordination between the Holders
of Subordinated Debt Securities and the holders of Senior Indebtedness as provided in this Article
XII and appoints the Trustee as attorney-in-fact for any and all such purposes.



     Section 12.15 Trustee Not Fiduciary for Holders of Senior Indebtedness. The Trustee
shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall not
be liable to any such holders if it shall mistakenly pay over or distribute to Holders of
Subordinated Debt Securities or any of the Issuers or the Subsidiary Guarantors or any other
Person, money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of
this Article XII or otherwise.



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     Section 12.16 Reliance by Holders of Senior Indebtedness on Subordination Provisions.
Each Holder by accepting a Subordinated Debt Security acknowledges and agrees that the foregoing
subordination provisions are, and are intended to be, an inducement and a consideration to each
holder of any Senior Indebtedness, whether such Senior Indebtedness was created or acquired before
or after the issuance of the Subordinated Debt Securities, to acquire and continue to hold, or to
continue to hold, such Senior Indebtedness and such holder of Senior Indebtedness shall be deemed
conclusively to have relied on such subordination provisions in acquiring and continuing to hold,
or in continuing to hold, such Senior Indebtedness.



ARTICLE XIII

MISCELLANEOUS PROVISIONS




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



     Section 13.02 Acts of Board, Committee or Officer of Successor 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 either 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 Company.



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


If to the Issuers or any Subsidiary Guarantor:



Pioneer Southwest Energy Partners L.P.

5205 N. O’Connor Blvd., Suite 200

Irving, Texas 75039

Attention: Chief Financial Officer

Telecopy No.                     



If to the Trustee:



                    




     The Issuers, any Subsidiary Guarantor 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.



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     Any notice required or permitted to a Holder by the Issuers, any Subsidiary Guarantor 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.



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



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



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



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



     Section 13.05 Officers’ Certificate and Opinion of Counsel to Be Furnished upon
Application or Demand by the Issuers. Upon any application or demand by the Issuers to the
Trustee to take any action under any of the provisions of this Indenture, each of 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



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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 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. None of the past, present or future
partners, incorporators, managers, members, directors, officers, employees, unitholders or
stockholders of either Issuer or any Subsidiary Guarantor, 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.



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ARTICLE XIV

GUARANTEE




     Section 14.01 Unconditional Guarantee.



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



     (b) For value received, each of the Subsidiary Guarantors hereby fully, unconditionally and
absolutely guarantees (the “Guarantee”) to the Holders and to the Trustee the due and punctual
payment of the principal of, and premium, if any, and interest on the Debt 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 (i) the limitations set forth in
Section 14.03 and (ii) in the case of the Guarantee of the Subordinated Debt Securities, to the
subordination provisions contained in Article XII.



     (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, subject, in the case of the Guarantee of the Subordinated Debt Securities, to the
subordination provisions contained in Article XII. The Guarantee hereunder (other than the
Guarantee of Subordinated Debt Securities) 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 either of 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 either of 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



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any change in,
any of the obligations and liabilities of any of the Issuers or the Subsidiary Guarantors contained
in the Debt Securities or this Indenture, (B) any impairment, modification, release or limitation
of the liability of any of the Issuers or 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 any of the Issuers, 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 any of the Issuers or the Subsidiary Guarantors under this Indenture, (E) the
extension of the time for payment by any of the Issuers or 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 any of the Issuers or
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 modification or amendment
(whether material or otherwise) of any duty, agreement or obligation of any of the Issuers or 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, any of the Issuers or 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 any of the Issuers or 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 any
of the Issuers or 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 any of the Issuers or 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,



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



     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 any Subsidiary
Guarantor 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 either of the
Issuers or any other Subsidiary Guarantor or the liquidation and dissolution of



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such Subsidiary
Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) upon the Issuers’
delivery of a written notice to the Trustee of 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 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 any 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.



 






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



[Remainder of This Page Intentionally Left Blank.]




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




	 	 	 	 	 
	 	PIONEER SOUTHWEST ENERGY PARTNERS L.P.

 	 
	 	By:  	PIONEER NATURAL RESOURCES GP LLC,
 	 
	 	 	its General Partner 	 
	 	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	PSE FINANCE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[NAME OF SUBSIDIARY GUARANTOR(S)]

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	 	
                    
                    
                    
, as Trustee

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



[Signature Page to Subordinated 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 OF SUBSIDIARY GUARANTOR(S)]

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 




A-1