Exhibit 4.1


[Form of
Senior Indenture]




 





HILAND PARTNERS, LP


as Issuer,


any Subsidiary Guarantors party hereto,


and


[                                        ],


as Trustee


INDENTURE


Dated as of                            


Debt Securities




 


















 


CROSS-REFERENCE TABLE


	
  TIA Section

  	
   

  	
  Indenture Section

  
	
  310

  	
  (a)

  	
   

  	
  7.10

  
	
   

  	
  (b)

  	
   

  	
  7.10

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  
	
  311

  	
  (a)

  	
   

  	
  7.11

  
	
   

  	
  (b)

  	
   

  	
  7.11

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  
	
  312

  	
  (a)

  	
   

  	
  5.01

  
	
   

  	
  (b)

  	
   

  	
  5.02

  
	
   

  	
  (c)

  	
   

  	
  5.02

  
	
  313

  	
  (a)

  	
   

  	
  5.03

  
	
   

  	
  (b)

  	
   

  	
  5.03

  
	
   

  	
  (c)

  	
   

  	
  13.03

  
	
   

  	
  (d)

  	
   

  	
  5.03

  
	
  314

  	
  (a)

  	
   

  	
  4.05

  
	
   

  	
  (b)

  	
   

  	
  N.A.

  
	
   

  	
  (c)(1)

  	
   

  	
  13.05

  
	
   

  	
  (c)(2)

  	
   

  	
  13.05

  
	
   

  	
  (c)(3)

  	
   

  	
  N.A.

  
	
   

  	
  (d)

  	
   

  	
  N.A.

  
	
   

  	
  (e)

  	
   

  	
  13.05

  
	
   

  	
  (f)

  	
   

  	
  N.A.

  
	
  315

  	
  (a)

  	
   

  	
  7.01

  
	
   

  	
  (b)

  	
   

  	
  6.07 & 13.03

  
	
   

  	
  (c)

  	
   

  	
  7.01

  
	
   

  	
  (d)

  	
   

  	
  7.01

  
	
   

  	
  (e)

  	
   

  	
  6.08

  
	
  316

  	
  (a) (last sentence)

  	
   

  	
  1.01

  
	
   

  	
  (a)(1)(A)

  	
   

  	
  6.06

  
	
   

  	
  (a)(1)(B)

  	
   

  	
  6.06

  
	
   

  	
  (a)(2)

  	
   

  	
  9.01(d)

  
	
   

  	
  (b)

  	
   

  	
  6.04

  
	
   

  	
  (c)

  	
   

  	
  5.04

  
	
   

  	
  317(a)(1)

  	
   

  	
  6.02

  
	
   

  	
  (a)(2)

  	
   

  	
  6.02

  
	
   

  	
  (b)

  	
   

  	
  4.04

  
	
  318

  	
  (a)

  	
   

  	
  13.07

  



 


N.A.
means Not Applicable


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



 i
 






 



TABLE OF CONTENTS


	
  

  	
   

  	
  Page

  
	
   

  
	
  ARTICLE I

  
	
  DEFINITIONS AND
  INCORPORATION BY REFERENCE

  
	
   

  
	
  Section 1.01.

  	
  Definitions

  	
  1

  
	
  Section 1.02.

  	
  Other Definitions

  	
  6

  
	
  Section 1.03.

  	
  Incorporation by Reference of Trust Indenture Act

  	
  6

  
	
  Section 1.04.

  	
  Rules of Construction

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
  DEBT SECURITIES

  
	
   

  
	
  Section 2.01.

  	
  Forms Generally

  	
  7

  
	
  Section 2.02.

  	
  Form of Trustee’s Certificate of Authentication

  	
  7

  
	
  Section 2.03.

  	
  Principal Amount; Issuable in Series

  	
  7

  
	
  Section 2.04.

  	
  Execution of Debt Securities

  	
  10

  
	
  Section 2.05.

  	
  Authentication and Delivery of Debt Securities

  	
  10

  
	
  Section 2.06.

  	
  Denomination of Debt Securities

  	
  12

  
	
  Section 2.07.

  	
  Registration of Transfer and Exchange

  	
  12

  
	
  Section 2.08.

  	
  Temporary Debt Securities

  	
  13

  
	
  Section 2.09.

  	
  Mutilated, Destroyed, Lost or Stolen Debt Securities

  	
  14

  
	
  Section 2.10.

  	
  Cancellation of Surrendered Debt Securities

  	
  14

  
	
  Section 2.11.

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

  	
  15

  
	
  Section 2.12.

  	
  Payment of Interest; Interest Rights Preserved

  	
  15

  
	
  Section 2.13.

  	
  Securities Denominated in Dollars

  	
  15

  
	
  Section 2.14.

  	
  Wire Transfers

  	
  15

  
	
  Section 2.15.

  	
  Securities Issuable in the Form of a Global Security

  	
  16

  
	
  Section 2.16.

  	
  Medium Term Securities

  	
  19

  
	
  Section 2.17.

  	
  Defaulted Interest

  	
  19

  
	
  Section 2.18.

  	
  CUSIP Numbers

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  
	
  REDEMPTION OF
  DEBT SECURITIES

  
	
   

  
	
  Section 3.01.

  	
  Applicability of Article

  	
  20

  
	
  Section 3.02.

  	
  Notice of Redemption; Selection of Debt Securities

  	
  20

  
	
  Section 3.03.

  	
  Payment of Debt Securities Called for Redemption

  	
  22

  
	
  Section 3.04.

  	
  Mandatory and Optional Sinking Funds

  	
  22

  
	
  Section 3.05.

  	
  Redemption of Debt Securities for Sinking Fund

  	
  23

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  
	
  PARTICULAR
  COVENANTS OF THE COMPANY

  
	
   

  
	
  Section 4.01.

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

  	
  24

  



 



 ii
 






 



 


	
  Section 4.02.

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

  	
  25

  
	
  Section 4.03.

  	
  Appointment to Fill a Vacancy in the Office of
  Trustee

  	
  25

  
	
  Section 4.04.

  	
  Duties of Paying Agents, etc

  	
  25

  
	
  Section 4.05.

  	
  SEC Reports; Financial Statements

  	
  26

  
	
  Section 4.06.

  	
  Compliance Certificate

  	
  27

  
	
  Section 4.07.

  	
  Further Instruments and Acts

  	
  27

  
	
  Section 4.08.

  	
  Existence

  	
  27

  
	
  Section 4.09.

  	
  Maintenance of Properties

  	
  27

  
	
  Section 4.10.

  	
  Payment of Taxes and Other Claims

  	
  28

  
	
  Section 4.11.

  	
  Waiver of Certain Covenants

  	
  28

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  
	
  HOLDERS’ LISTS
  AND REPORTS BY THE TRUSTEE

  
	
   

  
	
  Section 5.01.

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

  	
  28

  
	
  Section 5.02.

  	
  Communications to Holders

  	
  29

  
	
  Section 5.03.

  	
  Reports by Trustee

  	
  29

  
	
  Section 5.04.

  	
  Record Dates for Action by Holders

  	
  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

  	
  35

  
	
  Section 6.05.

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

  	
  35

  
	
  Section 6.06.

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

  	
  35

  
	
  Section 6.07.

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

  	
  36

  
	
  Section 6.08.

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

  	
  36

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  
	
  CONCERNING THE
  TRUSTEE

  
	
   

  
	
  Section 7.01.

  	
  Certain Duties and Responsibilities

  	
  37

  
	
  Section 7.02.

  	
  Certain Rights of Trustee

  	
  38

  
	
  Section 7.03.

  	
  Trustee Not Liable for Recitals in Indenture or in
  Debt Securities

  	
  40

  
	
  Section 7.04.

  	
  Trustee, Paying Agent or Registrar May Own Debt
  Securities

  	
  40

  
	
  Section 7.05.

  	
  Moneys Received by Trustee to Be Held in Trust

  	
  40

  
	
  Section 7.06.

  	
  Compensation and Reimbursement

  	
  40

  
	
  Section 7.07.

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

  	
  41

  
	
  Section 7.08.

  	
  Separate Trustee; Replacement of Trustee

  	
  41

  



 



 iii
 






 



 


	
  Section 7.09.

  	
  Successor Trustee by Merger

  	
  42

  
	
  Section 7.10.

  	
  Eligibility; Disqualification

  	
  42

  
	
  Section 7.11.

  	
  Preferential Collection of Claims Against
  Partnership

  	
  43

  
	
  Section 7.12.

  	
  Compliance with Tax Laws

  	
  43

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  
	
  CONCERNING THE
  HOLDERS

  
	
   

  
	
  Section 8.01.

  	
  Evidence of Action by Holders

  	
  43

  
	
  Section 8.02.

  	
  Proof of Execution of Instruments and of Holding of
  Debt Securities

  	
  43

  
	
  Section 8.03.

  	
  Who May Be Deemed Owner of Debt Securities

  	
  43

  
	
  Section 8.04.

  	
  Instruments Executed by Holders Bind Future Holders

  	
  44

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  
	
  SUPPLEMENTAL
  INDENTURES

  
	
   

  
	
  Section 9.01.

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

  	
  44

  
	
  Section 9.02.

  	
  Modification of Indenture with Consent of Holders of
  Debt Securities

  	
  46

  
	
  Section 9.03.

  	
  Effect of Supplemental Indentures

  	
  47

  
	
  Section 9.04.

  	
  Debt Securities May Bear Notation of Changes by
  Supplemental Indentures

  	
  47

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  
	
  CONSOLIDATION,
  MERGER, SALE OR CONVEYANCE

  
	
   

  
	
  Section 10.01.

  	
  Consolidations and Mergers of the Partnership

  	
  48

  
	
  Section 10.02.

  	
  Rights and Duties of Successor Partnership

  	
  48

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  
	
  SATISFACTION AND
  DISCHARGE OF

  
	
  INDENTURE;
  DEFEASANCE; UNCLAIMED MONEYS

  
	
   

  
	
  Section 11.01.

  	
  Applicability of Article

  	
  49

  
	
  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 Partnership

  	
  51

  
	
  Section 11.06.

  	
  Indemnity for U.S. Government Obligations

  	
  52

  
	
  Section 11.07.

  	
  Reinstatement

  	
  52

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII

  
	
  [RESERVED]

  
	
   

  
	
  ARTICLE XIII

  
	
  MISCELLANEOUS
  PROVISIONS

  
	
   

  
	
  Section 13.01.

  	
  Successors and Assigns of Partnership Bound by
  Indenture

  	
  52

  
	
  Section 13.02.

  	
  Acts of Board, Committee or Officer of Successor
  Partnership Valid

  	
  52

  
	
  Section 13.03.

  	
  Required Notices or Demands

  	
  52

  



 



 iv
 






 



 


	
  Section 13.04.

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

  	
  53

  
	
  Section 13.05.

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

  	
  53

  
	
  Section 13.06.

  	
  Payments Due on Legal Holidays

  	
  55

  
	
  Section 13.07.

  	
  Provisions Required by TIA to Control

  	
  55

  
	
  Section 13.08.

  	
  Computation of Interest on Debt Securities

  	
  55

  
	
  Section 13.09.

  	
  Rules by Trustee, Paying Agent and Registrar

  	
  55

  
	
  Section 13.10.

  	
  No Recourse Against Others

  	
  55

  
	
  Section 13.11.

  	
  Severability

  	
  55

  
	
  Section 13.12.

  	
  Effect of Headings

  	
  55

  
	
  Section 13.13.

  	
  Indenture May Be Executed in Counterparts

  	
  55

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIV

  
	
  GUARANTEE

  
	
   

  
	
  Section 14.01.

  	
  Unconditional Guarantee

  	
  56

  
	
  Section 14.02.

  	
  Execution and Delivery of Guarantee

  	
  57

  
	
  Section 14.03.

  	
  Limitation on Subsidiary Guarantors’ Liability

  	
  58

  
	
  Section 14.04.

  	
  Release of Subsidiary Guarantors from Guarantee

  	
  58

  
	
  Section 14.05.

  	
  Subsidiary Guarantor Contribution

  	
  59

  



 


Notation
of Guarantee                  Annex A



 v














 


THIS
INDENTURE dated as of                              
is among Hiland Partners, LP, a Delaware limited partnership (the “Partnership”),
any Subsidiary Guarantors (as defined herein) party hereto, and [                             ],
a                              ,
as trustee (the “Trustee”).


RECITALS
OF THE COMPANY AND ANY SUBSIDIARY GUARANTORS


The
Partnership 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 Partnership’s debentures, notes, bonds or other evidences of indebtedness
to be issued in one or more series unlimited as to principal amount (herein
called the “Debt Securities”), which Debt Securities may be guaranteed by each
of the Subsidiary Guarantors, as in this Indenture provided.


All
things necessary to make this Indenture a valid agreement of the Partnership
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 Partnership, 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 the Board of Directors of the general partner of the
Partnership or any authorized committee of the Board of Directors of the
general partner of the Partnership or any directors and/or officers of the
Partnership to whom such Board of Directors or such committee 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 of the Partnership]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 Partnership 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 Partnership, New York, New York, or any
successor thereto registered as a clearing agency under the Exchange Act or
other applicable statute or regulations.


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


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


“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.


“Global
Security” means with respect to any series of Debt Securities issued hereunder,
a Debt Security which is executed by the Partnership 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



 2
 






 



nominee and which shall represent, and shall be denominated
in an amount equal to the aggregate principal amount of, all the Outstanding
Debt Securities of such series or any portion thereof, in either case having
the same terms, including, without limitation, the same original issue date, date
or dates on which principal is due and interest rate or method of determining
interest.


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


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


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


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


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


“Officer”
means, with respect to a Person, the Chairman of the Board, the President, any
Vice President, the Treasurer, any Assistant Treasurer, Controller, Secretary
or any Assistant Secretary of such Person.


“Officers’
Certificate” means a certificate signed by two Officers of the Partnership, one of whom must be the Partnership’s
chief executive officer, chief financial officer or chief accounting officer
(or if the Partnership shall change its form of entity to other than a limited
Partnership, by Persons, officers, members, agents and others holding positions
comparable to those of the foregoing nature, as applicable).


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



 3
 






 



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


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


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


(b)           Debt Securities of that series for whose payment or
redemption money in the necessary amount has been theretofore deposited with
the Trustee or any paying agent (other than the Partnership) in trust or set
aside and segregated in trust by the Partnership (if the Partnership shall act
as its own paying agent) for the Holders of such Debt Securities; provided,
that, if such Debt Securities are to be redeemed, notice of such redemption has
been duly given pursuant to this Indenture or provision therefor satisfactory
to the Trustee has been made; and


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


provided, however, that in determining whether the Holders
of the requisite principal amount of the Outstanding Debt Securities of any
series have given any request, demand, authorization, direction, notice,
consent or waiver hereunder, Debt Securities owned by the Partnership or any
other obligor upon the Debt Securities or any Affiliate of the Partnership or
of such other obligor shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Debt Securities which a Trust Officer actually knows to be so
owned shall be so disregarded.  Debt
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee’s right so to act with respect to such Debt Securities and that the pledgee
is not the Partnership or any other obligor upon the Debt Securities or an
Affiliate of the Partnership or of such other obligor.  In determining whether the Holders of the
requisite principal amount of Outstanding Debt Securities have given any request,
demand, authorization, direction, notice, 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 Hiland Partners, LP, a Delaware limited partnership, and its successor.



 4
 






 



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


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


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


“SEC”
means the Securities and Exchange Commission.


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


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


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


 “Subsidiary
Guarantors” means any Subsidiary of the Partnership 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



 5
 






 



such Person, “Trustee” as used with respect to the Debt
Securities of any series shall mean the Trustee with respect to the Debt Securities
of that series.


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


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


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


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


Section 1.02.                  Other Definitions.


	
  Term

  	
   

  	
  Defined in Section

  	
   

  
	
  “Debt Security Register”

  	
   

  	
  2.07

  	
   

  
	
  “Defaulted
  Interest”

  	
   

  	
  2.17

  	
   

  
	
  “Event of
  Default”

  	
   

  	
  6.01

  	
   

  
	
  “Funding
  Guarantor”

  	
   

  	
  14.05

  	
   

  
	
  “Guarantee”

  	
   

  	
  14.01

  	
   

  
	
  “Place of
  Payment”

  	
   

  	
  2.03

  	
   

  
	
  “Registrar”

  	
   

  	
  2.07

  	
   

  
	
  “Successor Partnership”

  	
   

  	
  10.01

  	
   

  



 


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


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


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


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


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


(c)           “or” is not exclusive;


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



 6
 






 



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


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


ARTICLE II

DEBT SECURITIES


Section 2.01.          Forms Generally.  The Debt Securities of each series shall be
in substantially the form established without the approval of any Holder by or
pursuant to a resolution of the Board of Directors 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 Partnership 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

  



 


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



 7
 






 



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


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


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



 8
 






 



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


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


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


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


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


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


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


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


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


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


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



 9
 






 



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


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


In
case any officer of the Partnership 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 Partnership, such Debt Securities nevertheless may be authenticated and
delivered or disposed of as though the Person who signed such Debt Securities
had not ceased to be such officer of the Partnership; and any Debt Security may
be signed on behalf of the Partnership by such Persons as, at the actual date
of the execution of such Debt Security, shall be the proper officers of the
Partnership, 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 Partnership may deliver to the
Trustee for authentication Debt Securities of any series executed by the
Partnership, and the Trustee shall thereupon authenticate and deliver said Debt
Securities to or upon a Partnership Order. 
In authenticating such Debt Securities, and accepting the additional
responsibilities under this Indenture in relation to such Debt Securities, the
Trustee shall be entitled to receive, and (subject to Section 7.01) shall
be fully protected in relying upon:


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


(b)           an executed supplemental Indenture, if any;


(c)           an Officers’ Certificate; and


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



 10
 






 



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


(ii)                   that the terms of such Debt
Securities have been established by or pursuant to a resolution of the Board of
Directors 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 Partnership in the
manner and subject to any conditions specified in such Opinion of Counsel, will
constitute valid and legally binding obligations of the Partnership,
enforceable in accordance with their terms except as the enforceability thereof
may be limited by bankruptcy, insolvency or similar laws affecting the
enforcement of creditors’ rights generally and rights of acceleration and the
availability of equitable remedies may be limited by equitable principles of
general applicability;


(iv)                  that the Partnership has the
Partnership power to issue such Debt Securities and has duly taken all
necessary Partnership action with respect to such issuance;


(v)                   that the issuance of such Debt
Securities will not contravene the organizational documents of the Partnership
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 Partnership is bound;


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


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


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


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
Partnership 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.



 11
 






 



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


Unless
and until otherwise determined by the Partnership by resolution of the Board of
Directors, the Debt Security Register shall be kept at the principal corporate
trust office of the Trustee and, for this purpose, the Trustee shall be
designated “Registrar.”


Debt
Securities of any series (other than a Global Security, except as set forth
below) may be exchanged for a like aggregate principal amount of Debt
Securities of the same series of other authorized denominations.  Subject to Section 2.15, Debt Securities
to be exchanged shall be surrendered at the office or agency to be maintained
by the Partnership as provided in Section 4.02, and the Partnership 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
Partnership, the Trustee or the Registrar) be duly endorsed or be accompanied
by a written instrument or instruments of transfer, in form satisfactory to the
Partnership, the Trustee and the Registrar, duly executed by the Holder or his
attorney duly authorized in writing.


All
Debt Securities issued in exchange for or upon transfer of Debt Securities
shall be the valid obligations of the Partnership, 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 Partnership
may require payment of a



 12
 






 



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 Partnership’s own
expense or without expense or without charge to the Holders.


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


Prior
to the due presentation for registration of transfer of any Debt Security, the
Partnership, 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 Partnership, the Subsidiary Guarantors, the Trustee, any paying agent or
any Registrar shall be affected by notice to the contrary.


None
of the Partnership, 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 Partnership may execute and the Trustee shall
authenticate and deliver temporary Debt Securities (printed, lithographed,
photocopied, typewritten or otherwise produced) of any authorized denomination,
and substantially in the form of the definitive Debt Securities in lieu of
which they are issued, in registered form with such omissions, insertions and
variations as may be appropriate for temporary Debt Securities, all as may be
determined by the Partnership 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 Partnership 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 Partnership 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 Partnership 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 Partnership 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



 13
 






 



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
Partnership and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Debt Security, and there is delivered to the
Partnership 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
Partnership nor the Trustee receives notice that such Debt Security has been
acquired by a bona fide purchaser, then the Partnership shall execute and, upon
a Partnership 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 Partnership 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 Partnership 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 Partnership 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 Partnership 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 Partnership, whether or not the destroyed, lost or stolen
Debt Security shall be found at any time, and shall be entitled to all the
benefits of this Indenture equally and proportionately with any and all other
Debt Securities of that series duly issued hereunder.  All Debt Securities shall be held and owned
upon the express condition that the foregoing provisions are exclusive with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Debt Securities, and shall preclude any and all other rights or remedies,
notwithstanding any law or statute existing or hereafter enacted to the contrary
with respect to the replacement or payment of negotiable instruments or other
securities without their surrender.


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



 14
 






 



it, or if surrendered to the
Trustee, shall be canceled by it, and no Debt Securities shall be issued in
lieu thereof except as expressly permitted by any of the provisions of this
Indenture.  All canceled Debt Securities
held by the Trustee shall be destroyed (subject to the record retention
requirements of the Exchange Act) and certification of their destruction
delivered to the Partnership, unless otherwise directed.  On request of the Partnership, the Trustee
shall deliver to the Partnership canceled Debt Securities held by the
Trustee.  If the Partnership 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 Partnership may not
issue new Debt Securities to replace Debt Securities it has redeemed, paid or
delivered to the Trustee for cancellation.


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


Section 2.12.                  Payment of Interest; Interest
Rights Preserved.


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


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


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


Section 2.14.                  Wire Transfers.  Notwithstanding any other provision to the
contrary in this Indenture, the Partnership 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



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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 Partnership 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
Partnership 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 Partnership shall specify in an Officers’ Certificate,  shall be registered in the name of the
Depositary for such Global Security or Securities or its nominee,  shall be delivered by the Trustee or its
agent to the Depositary or pursuant to the Depositary’s instruction and shall
bear a legend substantially to the following effect:


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


TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE
AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
MADE IN 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 Partnership, or to a nominee of such successor Depositary.



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(c)           (i)            If at any time the Depositary
for a Global Security or Securities notifies the Partnership 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 Partnership 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 Partnership within 90 days after
the Partnership receives such notice or becomes aware of such ineligibility,
the Partnership shall execute, and the Trustee or its agent, upon receipt of a
Partnership 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 Partnership shall appoint a successor
Depositary with respect to such Global Security or Securities.  In such event the Partnership will execute,
and the Trustee, upon receipt of a Partnership Order for the authentication and
delivery of individual Debt Securities of such series in exchange in whole or
in part for such Global Security or Securities, will authenticate and deliver
individual Debt Securities of such series of like tenor and terms in definitive
form in an aggregate principal amount equal to the principal amount of such
series or portion thereof in exchange for such Global Security or Securities.


(iii)          If specified by the Partnership 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 Partnership, the Trustee and such Depositary.  Thereupon the Partnership shall execute, and
the Trustee or its agent upon receipt of a Partnership 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 Partnership 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



 17
 






 



Trustee or its agent. 
Except as provided in the preceding paragraph, Debt Securities issued in
exchange for a Global Security pursuant to this Section 2.15 shall be
registered in such names and in such authorized denominations as the Depositary
for such Global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee or the Registrar.  The Trustee or the Registrar shall deliver
such Debt Securities to the Persons in whose names such Debt Securities are so
registered.


(v)           Payments in respect of
the principal of and interest on any Debt Securities registered in the name of
the Depositary or its nominee will be payable to the Depositary or such nominee
in its capacity as the registered owner of such Global Security.  The Partnership, 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 Partnership, any
Subsidiary Guarantors, the Trustee, any Registrar, the paying agent or any agent
of the Partnership, 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 Partnership, 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 Partnership, any Subsidiary Guarantors and the Trustee may conclusively
rely on, and will be protected in relying on, instructions from the Depositary
or its nominee for all purposes (including with respect to the registration and
delivery, and the respective principal amounts, of the Debt Securities to be
issued).



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Section
2.16.          Medium Term Securities.  Notwithstanding any contrary provision
herein, if all Debt Securities of a series are not to be originally issued at
one time, it shall not be necessary for the Partnership to deliver to the
Trustee an Officers’ Certificate, resolutions of the 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 Partnership
to the Trustee to authenticate Debt Securities of such series upon original
issuance shall constitute a representation and warranty by the Partnership
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.


A
Partnership Order delivered by the Partnership 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 Partnership, at its election in each case, as provided in
clause (i) or (ii) below:


(i)                    The Partnership 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 Partnership
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 Partnership shall deposit with
the Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this
clause provided.  Thereupon the
Trustee shall fix a special record date for the payment of such Defaulted
Interest which shall be not more than 15 days and not less than 10 days prior
to the date of the proposed payment and not less than 10 days after the receipt
by the Trustee of the notice of the proposed 



 19
 






 



payment.  The Trustee shall promptly notify the
Partnership of such special record date and, in the name and at the expense of
the Partnership, 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 Partnership 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
Partnership to the Trustee of the proposed payment pursuant to this clause,
such manner of payment shall be deemed practicable by the Trustee.


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


ARTICLE III

REDEMPTION OF DEBT SECURITIES


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


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


Each
such notice of redemption shall specify (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



 20
 






 



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 Partnership defaults in making such redemption
payment, the paying agent is prohibited from making such payment pursuant to
the terms of this Indenture, (vii) that on and after said date any interest
thereon or on the portions thereof to be redeemed will cease to accrue, (viii)
that in the case of Original Issue Discount Securities original issue discount
accrued after the date fixed for redemption will cease to accrue, (ix) the
terms of the Debt Securities of that series pursuant to which the Debt
Securities of that series are being redeemed and (x) that no representation is
made as to the correctness or accuracy of the CUSIP number, if any, listed in
such notice or printed on the Debt Securities of that series.  If less than all the Debt Securities of a
series are to be redeemed the notice of redemption shall specify the
certificate numbers of any Debt Securities of that series to be redeemed that
are not in global form.  In case any Debt
Security of a series is to be redeemed in part only, the notice of redemption
shall state the portion of the principal amount thereof to be redeemed and
shall state that on and after the date fixed for redemption, upon surrender of
such Debt Security, a new Debt Security or Debt Securities of that series in
principal amount equal to the unredeemed portion thereof, will be issued.


At
least five days before the giving of any notice of redemption, unless the
Trustee consents to a shorter period, the Partnership 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 Partnership 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 Partnership 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 Partnership shall deposit with the Trustee or with a paying agent (or, if
the Partnership is acting as its own paying agent, segregate and hold in trust)
an amount of money in Dollars (except as provided pursuant to
Section 2.03) sufficient to pay the redemption price of such Debt
Securities or any portions thereof that are to be redeemed on that date,
together with any interest accrued to the Redemption Date.


If
less than all the Debt Securities of like tenor and terms of a series are to be
redeemed (other than pursuant to mandatory sinking fund redemptions), the
Trustee shall select, on a pro rata basis, by lot or by such other method as in
its sole discretion it shall deem appropriate and fair, the Debt Securities of
that series or portions thereof (in multiples of $1,000) to be redeemed.  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
Partnership in writing of the Debt Securities selected for redemption and, in
the case of any Debt Securities selected for partial redemption, the principal
amount thereof to be redeemed.  If any
Debt Security called for redemption shall not be so paid upon surrender thereof
on such



 21
 






 



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 Partnership. 
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 Partnership shall default in the payment of
such Debt Securities at the applicable redemption price, together with any
interest accrued to said date) any interest on the Debt Securities or portions
of Debt Securities of any series so called for redemption shall cease to
accrue, and any original issue discount in the case of Original Issue Discount
Securities shall cease to accrue.  On
presentation and surrender of such Debt Securities at the Place or Places of
Payment in said notice specified, the said Debt Securities or the specified
portions thereof shall be paid and redeemed by the Partnership 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 Partnership, the Registrar or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Partnership, the Registrar and the Trustee duly executed
by, the Holder thereof or his attorney duly authorized in writing, and the
Partnership 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 Partnership 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.”


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 Partnership may at its
option (a) deliver to the Trustee



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Debt Securities of that series theretofore purchased or
otherwise acquired by the Partnership or (b) receive credit for the
principal amount of Debt Securities of that series which have been redeemed
either at the election of the Partnership 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 Partnership 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 Partnership intends 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 Partnership 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 Partnership 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 Partnership 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



 23
 






 



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 Partnership 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 COMPANY


Section
4.01.          Payment of Principal of,
and Premium, If Any, and Interest on, Debt Securities.  The Partnership, 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 Partnership’s
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.


The
Partnership 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.



 24
 






 



Section
4.02.          Maintenance of Offices
or Agencies for Registration of Transfer, Exchange and Payment of Debt
Securities.  The Partnership will
maintain in each Place of Payment for any series of Debt Securities an office
or agency where Debt Securities of such series may be presented or surrendered
for payment, and it shall also maintain (in or outside such Place of Payment)
an office or agency where Debt Securities of such series may be surrendered for
transfer or exchange and where notices and demands to or upon the Partnership
in respect of the Debt Securities of such series and this Indenture may be
served.  The Partnership 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 Partnership shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the office of the
Trustee where its corporate trust business is principally administered in the
United States, and the Partnership hereby appoints the Trustee as its agent to
receive all presentations, surrenders, notices and demands.


The
Partnership 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 Partnership of its obligations described in the preceding
paragraph.  The Partnership 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 Partnership, 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
Partnership 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 Partnership 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 Partnership (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



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


(b)           If
the Partnership shall act as its own paying agent, it will, on or before each
due date of the principal of, and premium, if any, or interest on, the Debt
Securities of any series, set aside, segregate and hold in trust for the benefit
of the Holders of the Debt Securities of such series a sum sufficient to pay
such principal, premium, if any, or interest so becoming due.  The Partnership will promptly notify the
Trustee of any failure by the Partnership to take such action or the failure by
any other obligor on such Debt Securities to make any payment of the principal
of, and premium, if any, or interest on, such Debt Securities when the same
shall be due and payable.


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


(d)           Whenever
the Partnership shall have one or more paying agents with respect to any series
of Debt Securities, it 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
Partnership will promptly notify the Trustee of its action or failure so to
act.


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


Section
4.05.          SEC Reports; Financial
Statements.


(a)           The
Partnership shall, so long as any of the Debt Securities are Outstanding, file
with the Trustee, within 30 days after it files the same with the SEC, copies
of the annual reports and the information, documents and other reports (or
copies of such portions of any of the foregoing as the SEC may by rules and
regulations prescribe) that the Partnership is required to file with the SEC
pursuant to Section 13 or 15(d) of the Exchange Act.  If the Partnership is not subject to the
requirements of such Section 13 or 15(d), the Partnership shall file with
the Trustee, within 30 days after it would have been required to file the same
with the SEC, financial statements, including any notes thereto (and with
respect to annual reports, an auditors’ report by a firm of established
national reputation), and a “Management’s Discussion and Analysis of Financial
Condition and Results of Operations,” both comparable to that which the
Partnership would have been required to include in such annual reports,
information, documents or other reports if the Partnership had been subject to
the requirements of such Section 13 or 15(d).  The Partnership shall also comply with the
provisions of TIA Section 314(a).



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(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 and what action the Partnership is
taking or proposes to take with respect thereto.


Section
4.06.          Compliance Certificate.


(a)           The
Partnership 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 signing
Officers of the Partnership with a view to determining whether each of the
Partnership 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, that to the best of his knowledge each
of the Partnership and any Subsidiary Guarantor has kept, observed, performed
and fulfilled each and every covenant contained in this Indenture and is not in
default in the performance or observance of any of the terms, provisions and
conditions hereof, without regard to any grace period or requirement of notice
required by this Indenture (or, if a Default or Event of Default shall have
occurred, describing all such Defaults or Events of Default of which such
Officer may have knowledge and what action the Partnership or any Subsidiary
Guarantor is taking or proposes to take with respect thereto).


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


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


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


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



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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.


Section
4.11.          Waiver of Certain
Covenants.  The Partnership 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 Partnership 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.          Partnership to Furnish
Trustee Information as to Names and Addresses of Holders; Preservation of
Information.  The Partnership
covenants and agrees that it will furnish or cause to be furnished to the
Trustee with respect to the Debt Securities of each series:


(a)           not
more than 10 days after each record date with respect to the payment of
interest, if any, a list, in such form as the Trustee may reasonably require,
of the names and addresses of the Holders as of such record date, and


(b)           at
such other times as the Trustee may request in writing, within 30 days after
the receipt by the Partnership 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



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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 Partnership, the Trustee, the Registrar
and anyone else shall have the protection of Section 312(c) of the TIA.


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


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


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


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


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



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Section
5.04.          Record Dates for Action
by Holders.  If the Partnership 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 Partnership may, at
its option, by resolution of the Board of Directors, fix in advance a record
date for the determination of Holders of Debt Securities entitled to take such
action, but the Partnership shall have no obligation to do so.  Any such record date shall be fixed at the
Partnership’s 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, and continuance of
such default for a period of 30 days; or


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


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


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



 30
 






 



(e)           the
Partnership, 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 the
Partnership, 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 the
Partnership, 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 the Partnership, or
if applicable, any of the Subsidiary Guarantors, or


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


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


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


(h)           any
other Event of Default provided with respect to Debt Securities of that series;


then
and in each and every case that an Event of Default described in
clause (a), (b), (c), (d), (g), or (h) with respect to Debt
Securities of that series at the time Outstanding occurs with respect to the
Partnership 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 Partnership (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



 31
 






 



amount
as may be specified in the terms of that series), premium, if any, and interest
on all the Debt Securities of that series to be due and payable immediately,
and upon any such declaration the same shall become and shall be immediately
due and payable, anything in this Indenture or in the Debt Securities of that
series contained to the contrary notwithstanding.  If an Event of Default described in
clause (e) or (f) occurs with respect to the Partnership, then and in each
and every such case, unless the principal of and accrued and unpaid interest on
all the Debt Securities shall have become due and payable, the principal of
(or, if the Debt Securities of that series are Original Issue Discount Debt
Securities, such portion of the principal amount as may be specified in the
terms thereof), premium, if any, and interest on all the Debt Securities then
Outstanding hereunder shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holders, anything in this Indenture or in the Debt Securities contained to the
contrary notwithstanding.


The
Holders of a majority in aggregate principal amount of the Debt Securities of a
particular series by written notice to the Trustee may rescind an acceleration
and its consequences if the rescission would not conflict with any judgment or
decree of a court of competent jurisdiction already rendered and if all
existing Events of Default with respect to that series have been cured or
waived except nonpayment of principal, premium, if any, or interest that has
become due solely because of acceleration. 
Upon any such rescission, the parties hereto 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 Partnership 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 Partnership or any other
obligor upon the Debt Securities of such series wherever situated the moneys
adjudged or decreed to be payable).


In
case there shall be pending proceedings for the bankruptcy or for the
reorganization of any of the Subsidiary Guarantors or the Partnership 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 Partnership 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



 32
 






 



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
Partnership, 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, in the order
following, at the date or dates fixed by the Trustee for the distribution of
such moneys or other property, upon presentation of the several Debt Securities
of such series in respect of which moneys or other property have been
collected, and the notation thereon of the payment, if only partially paid, and
upon surrender thereof if fully paid:


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


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



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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 Partnership, as applicable, its successors or
assigns, or to whomsoever may be lawfully entitled to receive the same, or as a
court of competent jurisdiction may direct.


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 Partnership shall mail to each
Holder and the Trustee a notice that states the record date, the payment date
and amount to be paid.



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


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


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


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



 35
 






 



than
in accordance with law and the provisions of this Indenture, and that subject
to the provisions of Section 7.01, the Trustee shall have the right to
decline to follow any such direction if the Trustee being advised by counsel
shall determine that the action so directed may not lawfully be taken or is
inconsistent with any provision of this Indenture, or if the Trustee shall by a
responsible officer or officers determine that the action so directed would
involve it in personal liability or would be unduly prejudicial to Holders of
Debt Securities of such series not taking part in such direction; and provided,
further, however, that nothing in this Indenture contained shall impair the
right of the Trustee to take any action deemed proper by the Trustee and which
is not inconsistent with such direction by such Holders.  The Holders of not less than a majority in
aggregate principal amount of the Debt Securities of any series at the time
Outstanding may on behalf of the Holders of all the Debt Securities of that
series waive any past Default or Event of Default and its consequences for that
series, except a Default or Event of Default in the payment of the principal
of, and premium, if any, or interest on, any of the Debt Securities and a
Default or Event of Default in respect of a provision that under
Section 9.02 cannot be amended without the consent of each Holder affected
thereby.  In case of any such waiver,
such Default shall cease to exist, any Event of Default arising therefrom shall
be deemed to have been cured for every purpose of this Indenture, and the
Subsidiary Guarantors, the Partnership, 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 



 36
 






 



Holder
for the enforcement of the payment of the principal of, or premium, if any, or
interest on, any Debt Security on or after the due date for such payment
expressed in such Debt Security.


ARTICLE VII

CONCERNING THE TRUSTEE


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


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


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


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


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


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



 37
 






 



accordance with the direction of the
Holders of not less than a majority in aggregate principal amount of the
Outstanding Debt Securities of that series relating to the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture
with respect to Debt Securities of such series.


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


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


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


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


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


(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



 38
 






 



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 Partnership or, if paid by the Trustee, shall be repaid by the
Partnership upon demand;


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


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



 39
 






 



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


Section
7.06.          Compensation and
Reimbursement.  The Partnership
covenants and agrees to pay in Dollars to the Trustee from time to time, and
the Trustee shall be entitled to, reasonable compensation for all services
rendered by it hereunder (which shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust), and, except as
otherwise expressly provided herein, the Partnership 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 Partnership also covenants to indemnify
in Dollars the Trustee for, and to hold it harmless against, any loss,
liability or expense incurred without negligence, willful misconduct or bad
faith on the part of the Trustee, arising out of or in connection with the
acceptance or administration of this trust or trusts hereunder, including the
reasonable costs and expenses of defending itself against any claim of
liability in connection with the exercise or performance of any of its powers
or duties hereunder.  The obligations of
the Partnership 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 Partnership 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



 40
 






 



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


A
successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Partnership. 
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.



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


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


Notwithstanding
the replacement of the Trustee pursuant to this Section 7.08, the
Partnership’s 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 Partnership, 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 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



 42
 






 



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 Partnership 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 Partnership.  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 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 Partnership,
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 Partnership 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)



 43
 






 



interest
on such Debt Security and for all other purposes, and none of the Partnership,
the Subsidiary Guarantors or the Trustee nor any paying agent nor any Registrar
shall be affected by any notice to the contrary; and all such payments so made
to any such Holder for the time being, or upon his order, shall be valid and,
to the extent of the sum or sums so paid, effectual to satisfy and discharge
the liability for moneys payable upon any such Debt Security.


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


Section
8.04.          Instruments Executed by
Holders Bind Future Holders.  At any
time prior to (but not after) the evidencing to the Trustee, as provided in
Section 8.01, of the taking of any action by the Holders of the percentage
in aggregate principal amount of the Debt Securities of any series specified in
this Indenture in connection with such action and subject to the following
paragraph, any Holder of a Debt Security which is shown by the evidence to be included
in the Debt Securities the Holders of which have consented to such action may,
by filing written notice with the Trustee at its corporate trust office and
upon proof of holding as provided in Section 8.02, revoke such action so
far as concerns such Debt Security. 
Except as aforesaid any such action taken by the Holder of any Debt
Security shall be conclusive and binding upon such 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 Partnership, the
Subsidiary Guarantors, the Trustee and the Holders of all the Debt Securities
of such series.


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


ARTICLE IX

SUPPLEMENTAL INDENTURES


Section
9.01.          Purposes for Which
Supplemental Indenture May Be Entered into Without Consent of Holders.  The Partnership and any Subsidiary
Guarantors, when authorized by resolutions of the 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



 44
 






 



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 the
Partnership, or successive successions, and the assumption by the Successor
Partnership (as defined in Section 10.01) of the covenants, agreements and
obligations of the Partnership in this Indenture and in the Debt Securities;


(b)           to
surrender any right or power herein conferred upon the Partnership or the
Subsidiary Guarantors, to add to the covenants of the Partnership 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; to convey, transfer, assign, mortgage or pledge any property to or
with the Trustee, or to make such other provisions in regard to matters or
questions arising under this Indenture as shall not adversely affect the
interests of any Holders of Debt Securities of any series;


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


(e)           to
permit or facilitate the issuance of Debt Securities of any series in
uncertificated form;


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


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


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



 45














 


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


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


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


The
Trustee is hereby authorized to join with the Partnership 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 Partnership, the Subsidiary Guarantors and the Trustee
without the consent of the Holders of any of the Debt Securities at the time
Outstanding, notwithstanding any of the provisions of Section 9.02.


Section 9.02.          Modification of Indenture with
Consent of Holders of Debt Securities.  Without notice to
any Holder but with the consent (evidenced as provided in Section 8.01) of
the Holders of not less than a majority in aggregate principal amount of the
Outstanding Debt Securities of each series affected by such supplemental
Indenture (including consents obtained in connection with a tender offer or
exchange offer for any such series of Debt Securities), the Partnership and the
Subsidiary Guarantors, when authorized by resolutions of the 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;  reduce the rate of or
extend the time for payment of interest on any Debt Security;  reduce the principal of or extend the Stated
Maturity of any Debt Security;  reduce
any premium payable upon the redemption of any Debt Security or change the time
at which any Debt Security may or shall be redeemed in accordance with Article
III;  make any Debt Security payable in
currency other than the Dollar; impair the right of any Holder to receive
payment of premium, if any, principal of and interest on such Holder’s Debt



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Securities
on or after the due dates therefor or to institute suit for the enforcement of
any payment on or with respect to such Holder’s Debt Securities; release any
security that may have been granted in respect of the Debt Securities, other
than in accordance with this Indenture; make any change in Section 6.06 or
this Section 9.02; or, except as provided in Section 11.02(b) or
Section 14.04, release the Subsidiary Guarantors other than as provided in this
Indenture or modify the Guarantee in any manner adverse to the Holders.


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


Upon
the request of the Partnership and the Subsidiary Guarantors, accompanied by a
copy of resolutions of the Board of Directors authorizing the execution of any
such supplemental Indenture, and upon the filing with the Trustee of evidence
of the consent of Holders as aforesaid, the Trustee shall join with the
Partnership in the execution of such supplemental Indenture unless such
supplemental Indenture affects the Trustee’s own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its
discretion but shall not be obligated to enter into such supplemental
Indenture.


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


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


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


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


Section 9.04.          Debt Securities May Bear
Notation of Changes by Supplemental Indentures.  Debt Securities of any series authenticated
and delivered after the execution of any supplemental Indenture pursuant to the
provisions of this Article IX may, and shall if required by



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the
Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental Indenture. 
New Debt Securities of any series so modified as to conform, in the
opinion of the Trustee and the Board of Directors, to any modification of this
Indenture contained in any such supplemental Indenture may be prepared and
executed by the Partnership, authenticated by the Trustee and delivered in
exchange for the Debt Securities of such series then Outstanding.  Failure to make the appropriate notation or
to issue a new Debt Security of such series shall not affect the validity of
such amendment.


ARTICLE X

CONSOLIDATION, MERGER, SALE OR CONVEYANCE


Section 10.01.        Consolidations and Mergers of the Partnership.  The Partnership shall not consolidate or
amalgamate with or merge with or into any Person, or sell, convey, transfer,
lease or otherwise dispose of all or substantially all its assets to any
Person, whether in a single transaction or a series of related transactions, except
(1) in accordance with the provisions of its Partnership agreement, and (2)
unless:  (a) either (i) the
Partnership shall be the surviving Person in the case of a merger or
(ii) the resulting, surviving or transferee Person if other than the
Partnership (the “Successor Partnership”), shall be a Partnership, limited
liability company or corporation organized and existing under the laws of the
United States, any State thereof or the District of Columbia and the Successor
Partnership shall expressly assume, by an Indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the Trustee, all
the obligations of the Partnership under this Indenture and the Debt Securities
according to their tenor; (b) immediately after giving effect to such
transaction or series of transactions (and treating any Debt which becomes an
obligation of the Successor Partnership or any Subsidiary of the Partnership as
a result of such transaction as having been incurred by the Successor
Partnership 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 the Partnership is not the continuing Person, then each Subsidiary
Guarantor, unless it has become the Successor Partnership, shall confirm that
its Guarantee shall continue to apply to the obligations under the Debt
Securities and this Indenture; and (d) the Partnership 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 Partnership.  In case of any consolidation, amalgamation or
merger where the Partnership is not the continuing Person, or disposition of
all or substantially all of the assets of the Partnership in accordance with
Section 10.01, the Successor Partnership shall succeed to and be
substituted for the Partnership 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 the Partnership’s assets.  The Successor Partnership thereupon may cause
to be signed, and may issue either in its own name or in the name of the
Partnership, any or all the Debt Securities issuable hereunder which theretofore
shall not have been signed by or on behalf of the Partnership and delivered to
the Trustee; and, upon the order of the Successor Partnership, instead of the
Partnership, and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any Debt
Securities which



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previously
shall have been signed and delivered by or on behalf of the Partnership to the
Trustee for authentication, and any Debt Securities which the Successor Partnership
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.


Section 11.02.        Satisfaction and Discharge of Indenture;
Defeasance.


(a)           If at any time the Partnership 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 Partnership 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 Partnership shall deposit with the Trustee as trust funds
the entire amount in cash sufficient to pay at final maturity or upon
redemption all Debt Securities of such series not theretofore delivered to the
Trustee for cancellation, including principal and premium, if any, and interest
due or to become due on such date of maturity or Redemption Date, as the case
may be, and if in either case the Partnership shall also pay or cause to be paid
all other sums payable hereunder by the Partnership, then this Indenture shall
cease to be of further effect (except as to any surviving rights of
registration of transfer or exchange of such Debt Securities herein expressly
provided for) with respect to the Debt Securities of such series, and the
Trustee, on demand of the Partnership accompanied by an Officers’ Certificate
and an Opinion of Counsel and at the cost and expense of the Partnership, 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
Partnership at any time may terminate, with respect to Debt Securities of a
particular series, all its obligations under the Debt Securities of such series
and this Indenture with respect to the Debt Securities of such series (“legal
defeasance option”) or the operation of (w) Sections 4.09 and 4.10,
(x) any covenant made applicable to such Debt Securities pursuant to
Section 2.03, (y) Sections 6.01(d), (g) and



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(h)
and (z) as they relate to the Subsidiary Guarantors only, Sections 6.01(e)
and (f) (“covenant defeasance option”). 
If the Partnership exercises either its legal defeasance option or its
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 Partnership may exercise its legal
defeasance option notwithstanding its prior exercise of its covenant defeasance
option.


If
the Partnership exercises its legal defeasance option, payment of the Debt
Securities of the defeased series may not be accelerated because of an Event of
Default.  If the Partnership exercises
its 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
Partnership, the Trustee shall acknowledge in writing the discharge of those
obligations that the Partnership terminates.


(c)           Notwithstanding clauses (a) and (b) above, the
Partnership’s obligations in Sections 2.07, 2.09, 4.02, 4.03, 4.04, the last
sentence of 4.05(a), 4.06(a), 5.01, 7.06, 11.05, 11.06 and 11.07 shall survive
until the Debt Securities of the defeased series have been paid in full.  Thereafter, the Partnership’s obligations in
Sections 7.06, 11.05 and 11.06 shall survive.


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


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


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


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


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



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(f)            the Partnership delivers 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 Partnership Act of 1940;


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


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


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


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


Section 11.05.        Repayment to Partnership.  The Trustee and any
paying agent shall promptly turn over to the Partnership 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 Partnership 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 Partnership for payment as general creditors.



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Section 11.06.        Indemnity for U.S.
Government Obligations.  The
Partnership 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 Partnership’s
obligations under this Indenture and the Debt Securities of the defeased series
shall be revived and reinstated as though no deposit had occurred pursuant to
this Article XI until such time as the Trustee or any paying agent is permitted
to apply all such money or U.S. Government Obligations in accordance with this
Article XI.


ARTICLE XII

[RESERVED]


This
Article XII has been intentionally omitted.


ARTICLE XIII

MISCELLANEOUS PROVISIONS


Section 13.01.        Successors and Assigns of Partnership Bound by Indenture.  All the covenants, stipulations, promises and
agreements in this Indenture contained by or in behalf of the Partnership, 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 Partnership
Valid.  Any act or proceeding by any provision of
this Indenture authorized or required to be done or performed by any board,
committee or officer of the Partnership shall and may be done and performed
with like force and effect by the like board, committee or officer of any
Successor Partnership.


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


If
to the Partnership or any Subsidiary Guarantor:


Hiland Partners, LP


205 West Maple, Suite 1100


Enid, Oklahoma 73701


Attention:
Ken Maples


If to the
Trustee:


 


[                                                   ]



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The Partnership, 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.


Any
notice required or permitted to a Holder by the Partnership, 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 Partnership.  Upon any
application or demand by the Partnership to the Trustee to take any action
under any of the provisions of this Indenture, the Partnership 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



 53
 






 



Counsel
stating that, in the opinion of such counsel, all such conditions precedent
have been complied with, except that in the case of any such application or
demand as to which the furnishing of such document is specifically required by
any provision of this Indenture relating to such particular application or
demand, no additional certificate or opinion need be furnished.


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



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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.  The Partnership and
its directors, officers, employees, incorporators and capital stockholders, as
such, shall have no liability for any obligations of the Subsidiary Guarantors
or the Partnership 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
Partnership, when and as such principal, premium, if any, and interest shall
become due and payable, whether at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise, according to the terms of the
Debt Securities and this Indenture, subject to the limitations set forth in
Section 14.03.


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


(d)           The obligations of each of the Subsidiary Guarantors under
this Article XIV shall be as aforesaid full, unconditional and absolute
and shall not be impaired, modified, released or limited by any occurrence or
condition whatsoever, including, without limitation, (A) any compromise,
settlement, release, waiver, renewal, extension, indulgence or modification of,
or any change in, any of the obligations and liabilities of the Partnership or
any of the Subsidiary Guarantors contained in the Debt Securities or this
Indenture, (B) any impairment, modification, release or limitation of the
liability of the Partnership, any of the Subsidiary Guarantors or any of their
estates in bankruptcy, or any remedy for the enforcement thereof, resulting
from the operation of any present or future provision of any applicable
Bankruptcy Law, as amended, or other statute or from the decision of any court,
(C) the assertion or exercise by the Partnership, any of the Subsidiary
Guarantors or the Trustee of any rights or remedies under the Debt Securities
or this Indenture or their delay in or failure to assert or exercise any such
rights or



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remedies,
(D) the assignment or the purported assignment of any property as security
for the Debt Securities, including all or any part of the rights of the
Partnership or any of the Subsidiary Guarantors under this Indenture,
(E) the extension of the time for payment by the Partnership or any of the
Subsidiary Guarantors of any payments or other sums or any part thereof owing
or payable under any of the terms and provisions of the Debt Securities or this
Indenture or of the time for performance by the Partnership or any of the
Subsidiary Guarantors of any other obligations under or arising out of any such
terms and provisions or the extension or the renewal of any thereof,
(F) the modification or amendment (whether material or otherwise) of any
duty, agreement or obligation of the Partnership or any of the Subsidiary
Guarantors set forth in this Indenture, (G) the voluntary or involuntary
liquidation, dissolution, sale or other disposition of all or substantially all
of the assets, marshaling of assets and liabilities, receivership, insolvency,
bankruptcy, assignment for the benefit of creditors, reorganization,
arrangement, composition or readjustment of, or other similar proceeding
affecting, the Partnership or any of the Subsidiary Guarantors or any of their
respective assets, or the disaffirmance of the Debt Securities, the Guarantee
or this Indenture in any such proceeding, (H) the release or discharge of
the Partnership or any of the Subsidiary Guarantors from the performance or
observance of any agreement, covenant, term or condition contained in any of
such instruments by operation of law, (I) the unenforceability of the Debt
Securities, the Guarantee or this Indenture or (J) any other circumstances
(other than payment in full or discharge of all amounts guaranteed pursuant to
the Guarantee) which might otherwise constitute a legal or equitable discharge
of a surety or guarantor.


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


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


Section 14.02.        Execution and Delivery of Guarantee.  To further evidence the Guarantee set forth
in Section 14.01, each of the Subsidiary Guarantors hereby agrees that a
notation relating to such Guarantee, substantially in the form attached hereto
as Annex A, shall



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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
Partnership of each Subsidiary Guarantor. 
Each of the Subsidiary Guarantors hereby agrees that the Guarantee set
forth in Section 14.01 shall remain in full force and effect
notwithstanding any failure to endorse on each Debt Security a notation
relating to the Guarantee.  If any
officer of any Subsidiary Guarantor, or in the case of a Subsidiary Guarantor
that is a limited Partnership, any officer of the Partnership of the Subsidiary
Guarantor, whose signature is on this Indenture or a Debt Security no longer
holds that office at the time the Trustee authenticates such Debt Security or
at any time thereafter, the Guarantee of such Debt Security shall be valid
nevertheless.  The delivery of any Debt
Security by the Trustee, after the authentication thereof hereunder, shall
constitute due delivery of the Guarantee set forth in this Indenture on behalf
of the Subsidiary Guarantors.


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


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


Section 14.04.        Release of Subsidiary Guarantors from
Guarantee.


(a)           Notwithstanding any other provisions of this Indenture, the
Guarantee of 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 the Partnership or any other Subsidiary Guarantor or
the liquidation and dissolution of such Subsidiary Guarantor (in each case to
the extent not prohibited by this Indenture) or (ii) following delivery of
a written notice of such release or discharge by the Partnership to the
Trustee, upon the release or discharge of all guarantees by such Subsidiary
Guarantor of any Debt of the Partnership other than obligations arising under
this Indenture and any Debt



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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 Partnership 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
Partnership’s obligations with respect to the Debt Securities or any other
Subsidiary Guarantor’s obligations with respect to the Guarantee.


[Remainder of This Page Intentionally Left
Blank.]



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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.


	
  

  	
  HILAND PARTNERS, LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Hiland Partners GP, LLC, its General

  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  [  ]

  
	
   

  	
   

  	
  Vice President
  and Chief Financial

  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  [NAME OF
  SUBSIDIARY GUARANTOR(S)]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [                                        ],
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 



 60














 


ANNEX A


NOTATION
OF GUARANTEE


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


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


	
  

  	
  [NAME OF SUBSIDIARY GUARANTOR(S)]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 



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