Exhibit 4.2


[Form
of Subordinated 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

  	
   

  	
  7

  
	
  Section 1.04.

  	
   

  	
  Rules of Construction

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
  DEBT SECURITIES

  
	
   

  
	
  Section 2.01.

  	
   

  	
  Forms Generally

  	
   

  	
  7

  
	
  Section 2.02.

  	
   

  	
  Form of Trustee’s Certificate of Authentication

  	
   

  	
  8

  
	
  Section 2.03.

  	
   

  	
  Principal Amount; Issuable in Series

  	
   

  	
  8

  
	
  Section 2.04.

  	
   

  	
  Execution of Debt Securities

  	
   

  	
  10

  
	
  Section 2.05.

  	
   

  	
  Authentication and Delivery of Debt Securities

  	
   

  	
  11

  
	
  Section 2.06.

  	
   

  	
  Denomination of Debt Securities

  	
   

  	
  12

  
	
  Section 2.07.

  	
   

  	
  Registration of Transfer and Exchange.

  	
   

  	
  13

  
	
  Section 2.08.

  	
   

  	
  Temporary Debt Securities

  	
   

  	
  14

  
	
  Section 2.09.

  	
   

  	
  Mutilated, Destroyed, Lost or Stolen Debt Securities

  	
   

  	
  15

  
	
  Section 2.10.

  	
   

  	
  Cancellation of Surrendered Debt Securities

  	
   

  	
  15

  
	
  Section 2.11.

  	
   

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

  	
   

  	
  16

  
	
  Section 2.12.

  	
   

  	
  Payment of Interest; Interest Rights Preserved.

  	
   

  	
  16

  
	
  Section 2.13.

  	
   

  	
  Securities Denominated in Dollars

  	
   

  	
  16

  
	
  Section 2.14.

  	
   

  	
  Wire Transfers

  	
   

  	
  16

  
	
  Section 2.15.

  	
   

  	
  Securities Issuable in the Form of a Global Security

  	
   

  	
  16

  
	
  Section 2.16.

  	
   

  	
  Medium Term Securities

  	
   

  	
  19

  
	
  Section 2.17.

  	
   

  	
  Defaulted Interest

  	
   

  	
  20

  
	
  Section 2.18.

  	
   

  	
  CUSIP Numbers

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  
	
  REDEMPTION OF
  DEBT SECURITIES

  
	
   

  
	
  Section 3.01.

  	
   

  	
  Applicability of Article

  	
   

  	
  21

  
	
  Section 3.02.

  	
   

  	
  Notice of Redemption; Selection of Debt Securities

  	
   

  	
  21

  
	
  Section 3.03.

  	
   

  	
  Payment of Debt Securities Called for Redemption

  	
   

  	
  22

  
	
  Section 3.04.

  	
   

  	
  Mandatory and Optional Sinking Funds

  	
   

  	
  23

  
	
  Section 3.05.

  	
   

  	
  Redemption of Debt Securities for Sinking Fund

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  
	
  PARTICULAR
  COVENANTS OF THE COMPANY

  
	
   

  
	
  Section 4.01.

  	
   

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

  	
   

  	
  25

  




 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

  	
   

  	
  26

  
	
  Section 4.04.

  	
   

  	
  Duties of Paying Agents, etc

  	
   

  	
  26

  
	
  Section 4.05.

  	
   

  	
  SEC Reports; Financial Statements.

  	
   

  	
  27

  
	
  Section 4.06.

  	
   

  	
  Compliance Certificate.

  	
   

  	
  27

  
	
  Section 4.07.

  	
   

  	
  Further Instruments and Acts

  	
   

  	
  28

  
	
  Section 4.08.

  	
   

  	
  Existence

  	
   

  	
  28

  
	
  Section 4.09.

  	
   

  	
  Maintenance of Properties

  	
   

  	
  28

  
	
  Section 4.10.

  	
   

  	
  Payment of Taxes and Other Claims

  	
   

  	
  28

  
	
  Section 4.11.

  	
   

  	
  Waiver of Certain Covenants

  	
   

  	
  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

  	
   

  	
  29

  
	
  Section 5.02.

  	
   

  	
  Communications to Holders

  	
   

  	
  29

  
	
  Section 5.03.

  	
   

  	
  Reports by Trustee

  	
   

  	
  29

  
	
  Section 5.04.

  	
   

  	
  Record Dates for Action by Holders

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  
	
  REMEDIES OF THE
  TRUSTEE AND HOLDERS IN EVENT OF DEFAULT

  
	
   

  
	
  Section 6.01.

  	
   

  	
  Events of Default

  	
   

  	
  30

  
	
  Section 6.02.

  	
   

  	
  Collection of Debt by Trustee, etc.

  	
   

  	
  32

  
	
  Section 6.03.

  	
   

  	
  Application of Moneys Collected by Trustee

  	
   

  	
  33

  
	
  Section 6.04.

  	
   

  	
  Limitation on Suits by Holders

  	
   

  	
  34

  
	
  Section 6.05.

  	
   

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

  	
   

  	
  35

  
	
  Section 6.06.

  	
   

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

  	
   

  	
  35

  
	
  Section 6.07.

  	
   

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

  	
   

  	
  36

  
	
  Section 6.08.

  	
   

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

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII

  
	
  CONCERNING THE
  TRUSTEE

  
	
   

  
	
  Section 7.01.

  	
   

  	
  Certain Duties and Responsibilities

  	
   

  	
  36

  
	
  Section 7.02.

  	
   

  	
  Certain Rights of Trustee

  	
   

  	
  38

  
	
  Section 7.03.

  	
   

  	
  Trustee Not Liable for Recitals in Indenture or in
  Debt Securities

  	
   

  	
  39

  
	
  Section 7.04.

  	
   

  	
  Trustee, Paying Agent or Registrar May Own Debt
  Securities

  	
   

  	
  39

  
	
  Section 7.05.

  	
   

  	
  Moneys Received by Trustee to Be Held in Trust

  	
   

  	
  39

  
	
  Section 7.06.

  	
   

  	
  Compensation and Reimbursement

  	
   

  	
  39

  
	
  Section 7.07.

  	
   

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

  	
   

  	
  40

  
	
  Section 7.08.

  	
   

  	
  Separate Trustee; Replacement of Trustee

  	
   

  	
  40

  




 iii
 






 



 


	
  Section 7.09.

  	
   

  	
  Successor Trustee by Merger

  	
   

  	
  41

  
	
  Section 7.10.

  	
   

  	
  Eligibility; Disqualification

  	
   

  	
  42

  
	
  Section 7.11.

  	
   

  	
  Preferential Collection of Claims Against
  Partnership

  	
   

  	
  42

  
	
  Section 7.12.

  	
   

  	
  Compliance with Tax Laws

  	
   

  	
  42

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  
	
  CONCERNING THE
  HOLDERS

  
	
   

  
	
  Section 8.01.

  	
   

  	
  Evidence of Action by Holders

  	
   

  	
  42

  
	
  Section 8.02.

  	
   

  	
  Proof of Execution of Instruments and of Holding of
  Debt Securities

  	
   

  	
  42

  
	
  Section 8.03.

  	
   

  	
  Who May Be Deemed Owner of Debt Securities

  	
   

  	
  43

  
	
  Section 8.04.

  	
   

  	
  Instruments Executed by Holders Bind Future Holders

  	
   

  	
  43

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX

  
	
  SUPPLEMENTAL
  INDENTURES

  
	
   

  
	
  Section 9.01.

  	
   

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

  	
   

  	
  44

  
	
  Section 9.02.

  	
   

  	
  Modification of Indenture with Consent of Holders of
  Debt Securities

  	
   

  	
  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

  	
   

  	
  51

  
	
  Section 11.07.

  	
   

  	
  Reinstatement

  	
   

  	
  51

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XII

  
	
  SUBORDINATION OF
  DEBT SECURITIES AND GUARANTEE

  
	
   

  
	
  Section 12.01.

  	
   

  	
  Applicability of Article; Agreement To Subordinate

  	
   

  	
  52

  
	
  Section 12.02.

  	
   

  	
  Liquidation, Dissolution, Bankruptcy

  	
   

  	
  52

  
	
  Section 12.03.

  	
   

  	
  Default on Senior Indebtedness

  	
   

  	
  52

  
	
  Section 12.04.

  	
   

  	
  Acceleration of Payment of Debt Securities

  	
   

  	
  53

  
	
  Section 12.05.

  	
   

  	
  When Distribution Must Be Paid Over

  	
   

  	
  54

  
	
  Section 12.06.

  	
   

  	
  Subrogation

  	
   

  	
  54

  




 iv
 






 



 


	
  Section 12.07.

  	
   

  	
  Relative Rights

  	
   

  	
  54

  
	
  Section 12.08.

  	
   

  	
  Subordination May Not Be Impaired by Partnership

  	
   

  	
  54

  
	
  Section 12.09.

  	
   

  	
  Rights of Trustee and Paying Agent

  	
   

  	
  54

  
	
  Section 12.10.

  	
   

  	
  Distribution or Notice to Representative

  	
   

  	
  55

  
	
  Section 12.11.

  	
   

  	
  Article XII Not to Prevent Defaults or Limit
  Right to Accelerate

  	
   

  	
  55

  
	
  Section 12.12.

  	
   

  	
  Trust Moneys Not Subordinated

  	
   

  	
  55

  
	
  Section 12.13.

  	
   

  	
  Trustee Entitled to Rely

  	
   

  	
  55

  
	
  Section 12.14.

  	
   

  	
  Trustee to Effectuate Subordination

  	
   

  	
  56

  
	
  Section 12.15.

  	
   

  	
  Trustee Not Fiduciary for Holders of Senior
  Indebtedness

  	
   

  	
  56

  
	
  Section 12.16.

  	
   

  	
  Reliance by Holders of Senior Indebtedness on
  Subordination Provisions

  	
   

  	
  56

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  
	
  MISCELLANEOUS
  PROVISIONS

  
	
   

  
	
  Section 13.01.

  	
   

  	
  Successors and Assigns of Partnership Bound by
  Indenture

  	
   

  	
  56

  
	
  Section 13.02.

  	
   

  	
  Acts of Board, Committee or Officer of Successor
  Partnership Valid

  	
   

  	
  56

  
	
  Section 13.03.

  	
   

  	
  Required Notices or Demands

  	
   

  	
  56

  
	
  Section 13.04.

  	
   

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

  	
   

  	
  57

  
	
  Section 13.05.

  	
   

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

  	
   

  	
  58

  
	
  Section 13.06.

  	
   

  	
  Payments Due on Legal Holidays

  	
   

  	
  58

  
	
  Section 13.07.

  	
   

  	
  Provisions Required by TIA to Control

  	
   

  	
  58

  
	
  Section 13.08.

  	
   

  	
  Computation of Interest on Debt Securities

  	
   

  	
  58

  
	
  Section 13.09.

  	
   

  	
  Rules by Trustee, Paying Agent and Registrar

  	
   

  	
  58

  
	
  Section 13.10.

  	
   

  	
  No Recourse Against Others

  	
   

  	
  58

  
	
  Section 13.11.

  	
   

  	
  Severability

  	
   

  	
  59

  
	
  Section 13.12.

  	
   

  	
  Effect of Headings

  	
   

  	
  59

  
	
  Section 13.13.

  	
   

  	
  Indenture May Be Executed in Counterparts

  	
   

  	
  59

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIV

  
	
  GUARANTEE

  
	
   

  
	
  Section 14.01.

  	
   

  	
  Unconditional Guarantee

  	
   

  	
  59

  
	
  Section 14.02.

  	
   

  	
  Execution and Delivery of Guarantee

  	
   

  	
  61

  
	
  Section 14.03.

  	
   

  	
  Limitation on Subsidiary Guarantors’ Liability

  	
   

  	
  61

  
	
  Section 14.04.

  	
   

  	
  Release of Subsidiary Guarantors from Guarantee

  	
   

  	
  62

  
	
  Section 14.05.

  	
   

  	
  Subsidiary Guarantor Contribution

  	
   

  	
  62

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Notation of Guarantee

  	
  Annex A

  	
   

  	
   

  
						



 



 v














 


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


RECITALS OF THE PARTNERSHIP 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 an may be subordinated in right of payment to
Senior Indebtedness, as in this Indenture provided.


All
things necessary to make this Indenture a valid agreement of the 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



 1
 






 



Directors of the general partner of the Partnership shall
mean the Board of Directors (or other comparable governing body) of the general
partner 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.


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


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


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


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


“GAAP”
means generally accepted accounting principles in the United States, as in
effect from time to time.



 2
 






 



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



 3
 






 



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.


“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



 4
 






 



that shall be deemed to be Outstanding for such purposes
shall be the amount of the principal thereof that would be due and payable as of
the date of such determination upon a declaration of acceleration of the
maturity thereof pursuant to Section 6.01.


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


“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.


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


“SEC”
means the Securities and Exchange Commission.


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


“Senior
Indebtedness,” unless otherwise provided with respect to the Debt Securities of
a series as contemplated by Section 2.03, means (1) all Debt of the
Subsidiary Guarantors or the Partnership, whether currently outstanding or
hereafter issued, unless, by the terms of the instrument creating or evidencing
such Debt, it is provided that such Debt is subordinate or not superior in
right of payment to the Debt Securities, in the case of the Partnership, or the
Guarantee, in the case of the Subsidiary Guarantors, or to other Debt which is
pari passu with or subordinated to the Debt Securities, in the case of the
Partnership, or the Guarantee, in the case of the Subsidiary Guarantors, and
(2) any modifications, refunding, deferrals, renewals, or extensions of
any such Debt or securities, notes or other evidence of Debt issued in exchange
for such Debt; provided that in no event shall “Senior Indebtedness” include
(a) Debt evidenced by the Debt Securities or any Guarantee, (b) Debt of
any of the Subsidiary Guarantors or the Partnership owed or owing to any
Subsidiary of the Partnership, (c) Debt of any of the Subsidiary Guarantors
owed or owing to the Partnership, (d) Debt to trade creditors,
(e) any liability for taxes owed or owing by the Subsidiary Guarantors or
the Partnership or (f) Debt of any Subsidiary Guarantor in the event there is
no series of Debt Securities Outstanding that is entitled to the benefits of a
Guarantee.



 5
 






 



“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 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.



 6
 






 



Section
1.02.          Other Definitions


	
  Term

  	
   

  	
  Defined in Section

  
	
  “Debt Security
  Register”

  	
   

  	
  2.07

  
	
  “Defaulted
  Interest”

  	
   

  	
  2.17

  
	
  “Event of
  Default”

  	
   

  	
  6.01

  
	
  “Funding
  Guarantor”

  	
   

  	
  14.05

  
	
  “Guarantee”

  	
   

  	
  14.01

  
	
  “Place of
  Payment”

  	
   

  	
  2.03

  
	
  “Registrar”

  	
   

  	
  2.07

  
	
  “Subordinated
  Debt Securities”

  	
   

  	
  12.01

  
	
  “Successor
  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;


(e)           provisions
apply to successive events and transactions;


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


(g)           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



 7
 






 



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
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;



 8
 






 



(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;


(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);



 9
 






 



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


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


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


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


Section
2.04.          Execution of Debt
Securities. The Debt Securities shall be signed on behalf of the
Partnership by the Chairman of the Board, the President or a Vice President of
the Partnership and, if the seal of the Partnershipis 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



 10
 






 



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:


(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;



 11
 






 



(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.


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



 12
 






 



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, 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 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



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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 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



 14
 






 



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 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



 15
 






 



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 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



 16
 






 



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.


(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



 17
 






 



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 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.



 18
 






 



(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).


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



 19
 






 



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 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



 20
 






 



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 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 or if the Debt Securities of that series are subordinated pursuant to
the terms of Article XII, the paying agent is prohibited from making such
payment pursuant to the terms of this Indenture, (vii) that on and after said
date any interest thereon or on the portions thereof to be redeemed will cease
to accrue, (viii) that in the case of Original Issue Discount Securities
original issue discount accrued after the date fixed for redemption will cease
to accrue, (ix) the terms of the Debt Securities of that series pursuant to
which the Debt Securities of that series are being redeemed and (x) that no
representation is made as to the correctness or accuracy of 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



 21
 






 



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 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.



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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 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



 23
 






 



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
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



 24














 


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


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.


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



 25
 






 



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


(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



 26
 






 



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).


(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 Notes 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) and



 27
 






 



that
to the best of his knowledge no event has occurred and remains in existence by
reason of which payments on account of the principal of, or premium, if any, or
interest, if any, on the Debt Securities are prohibited or, if such event has
occurred, a description of the event and what action the 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 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



 28
 






 



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 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:



 29
 






 



(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.


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, whether or not such
payment shall be prohibited by Article XII, if applicable, and continuance
of such default for a period of 30 days; or


(b)           default
in the payment of the principal of or premium, if any, on any Debt Securities
of that series as and when the same shall become due and payable, whether at
Stated Maturity, upon redemption, by declaration, upon required repurchase or
otherwise, whether or not such payment shall be prohibited by Article XII,
if applicable; or


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



 30
 






 



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


(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



 31
 






 



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 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).



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In
case there shall be pending proceedings for the bankruptcy or for the
reorganization of any of the Subsidiary Guarantors or the 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 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, after giving effect to the provisions of Article XII, if
applicable, in the



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


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


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


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


FOURTH:  The remainder, if any, shall be paid to the
Subsidiary Guarantors or the 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.


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



 34
 






 



Trustee hereunder and
shall have offered to the Trustee such reasonable indemnity or security as it
may require against the costs, expenses and liabilities to be incurred therein
or thereby, and the Trustee, for 60 days after its receipt of such notice,
request and offer of indemnity or security shall have failed to institute any
such action or proceedings and no direction inconsistent with such written
request shall have been given to the Trustee pursuant to Section 6.06; it
being understood and intended, and being expressly covenanted by the Holder of
every Debt Security with every other Holder and the Trustee, that no one or
more Holders shall have any right in any manner whatever by virtue or by
availing of any provision of this Indenture to affect, disturb or prejudice the
rights of any Holders, or to obtain or seek to obtain priority over or
preference to any other such Holder, or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all such Holders.  For
the protection and enforcement of the provisions of this Section 6.04,
each and every Holder and the Trustee shall be entitled to such relief as can
be given either at law or in equity.


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


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


Section
6.06.          Rights of Holders of
Majority in Principal Amount of Debt Securities to Direct Trustee and to Waive
Default. The Holders of not less than a majority in aggregate principal
amount of the Debt Securities of any series at the time Outstanding shall have
the right to direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee, or of exercising any right, trust or power
conferred on the Trustee, with respect to the Debt Securities of such series;
provided, however, that such direction shall not be otherwise than in
accordance with law and the provisions of this Indenture, and that subject to
the provisions of Section 7.01, the Trustee shall have the right to
decline to follow any such direction if the Trustee being advised by counsel
shall determine that the action so directed may not lawfully be taken or is
inconsistent with any provision of this Indenture, or if the Trustee shall by a
responsible officer or officers determine that the action so directed would
involve it in personal liability or would be unduly prejudicial to Holders of
Debt Securities of such series not taking part in such direction; and provided,
further, however, that nothing in this Indenture contained shall impair the
right of the Trustee to take any action deemed proper by the Trustee and which
is not inconsistent with such direction by such Holders.  The Holders of not less than a majority in



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aggregate principal
amount of the Debt Securities of any series at the time Outstanding may on
behalf of the Holders of all the Debt Securities of that series waive any past
Default or Event of Default and its consequences for that series, except a
Default or Event of Default in the payment of the principal of, and premium, if
any, or interest on, any of the Debt Securities and a Default or Event of
Default in respect of a provision that under Section 9.02 cannot be
amended without the consent of each Holder affected thereby.  In case of any such waiver, such Default
shall cease to exist, any Event of Default arising therefrom shall be deemed to
have been cured for every purpose of this Indenture, and the Subsidiary
Guarantors, the 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 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



 36
 






 



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 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



 37
 






 



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 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



 38
 






 



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.


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



 39
 






 



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 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



 40
 






 



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.


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



 41
 






 



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


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



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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) 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



 43
 






 



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 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;



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


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


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


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


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


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


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


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


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


The
Trustee is hereby authorized to join with the 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



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the Holders of any of the Debt Securities at the time
Outstanding, notwithstanding any of the provisions of Section 9.02.


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


Section 9.02.          Modification of Indenture with
Consent of Holders of Debt Securities. Without notice to any Holder but
with the consent (evidenced as provided in Section 8.01) of the 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 Securities on
or after the due dates therefor or to institute suit for the enforcement of any
payment on or with respect to such Holder’s Debt Securities; in the case of any
Debt Security subordinated pursuant to Article XII, make any change in Article
XII that adversely affects the rights of any Holder under Article XII;  release any security that may have been
granted in respect of the Debt Securities, other than in accordance with this
Indenture; make any change in Section 6.06 or this Section 9.02; or,
except as provided in Section 11.02(b) or Section14.04, 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



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Indenture unless such supplemental Indenture affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise,
in which case the Trustee may in its discretion but shall not be obligated to
enter into such supplemental Indenture.


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


In
the case of any Debt Securities subordinated pursuant to Article XII, an
amendment under this Section 9.02 may not make any change that adversely
affects the rights under Article XII of any holder of Senior Indebtedness then
outstanding unless the holders of such Senior Indebtedness (or any group or
Representative thereof authorized to give a consent) consent to such change.


After
an amendment under this Section 9.02 requiring the consent of the Holders
of any series of Debt Securities becomes effective, the 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 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.



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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 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.



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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 (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.



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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 and, if the Debt Securities of such series are subordinated
pursuant to Article XII, is not prohibited by Article XII;


(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



 50
 






 



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.  In the event the Debt
Securities of the defeased series are subordinated pursuant to Article XII,
money and securities so held in trust are not subject to Article XII.


Section 11.05.        Repayment to 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.


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



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as though no
deposit had occurred pursuant to this Article XI until such time as the Trustee
or any paying agent is permitted to apply all such money or U.S. Government
Obligations in accordance with this Article XI.


ARTICLE XII

SUBORDINATION OF DEBT SECURITIES AND GUARANTEE


Section 12.01.        Applicability of Article; Agreement
to Subordinate. The provisions of this Article XII shall only be
applicable to the Debt Securities of any series (Debt Securities of such series
referred to in this Article XII as “Subordinated Debt Securities”)
designated, pursuant to Section 2.03, as subordinated to Senior
Indebtedness and any related Guarantee of such Subordinated Debt
Securities.  Each Holder by accepting a
Subordinated Debt Security agrees that the Debt evidenced by such Subordinated
Debt Security and any related Guarantee of such Subordinated Debt Security is
subordinated in right of payment, to the extent and in the manner provided in
this Article XII, to the prior payment of all Senior Indebtedness and that
the subordination is for the benefit of and enforceable by the holders of
Senior Indebtedness.  All provisions of
this Article XII shall be subject to Section 12.12.


Section 12.02.        Liquidation, Dissolution, Bankruptcy.
Upon any payment or distribution of the assets of the Partnership or the
Subsidiary Guarantors, as the case may be, to creditors, upon a liquidation or
a dissolution of the Partnership or the Subsidiary Guarantors, as the case may
be, or in a bankruptcy, reorganization, insolvency, receivership or similar
proceeding relating to the Partnership or the Subsidiary Guarantors, as the
case may be, or their respective property:


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


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


Section 12.03.        Default on Senior Indebtedness.
The Partnership and the Subsidiary Guarantors may not pay the principal of, or
premium, if any, or interest on, the Subordinated Debt Securities or any
related Guarantee or make any deposit pursuant to Article XI and may not
repurchase, redeem or otherwise retire (except, in the case of Subordinated
Debt Securities that



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provide for a
mandatory sinking fund pursuant to Section 3.05, by the delivery of
Subordinated Debt Securities by the Partnership to the Trustee pursuant to the
first paragraph of Section 3.05) any Subordinated Debt Securities
(collectively, “pay the Subordinated Debt Securities”) if any principal,
premium or interest in respect of Senior Indebtedness of such Person is not
paid within any applicable grace period (including at maturity) or any other
default on Senior Indebtedness of such Person occurs and the maturity of such
Senior Indebtedness is accelerated in accordance with its terms unless, in
either case, the default has been cured or waived and any such acceleration has
been rescinded or such Senior Indebtedness has been paid in full in cash;
provided, however, that the Partnership and the Subsidiary Guarantors may make
payments on the Subordinated Debt Securities or any related Guarantee without
regard to the foregoing if the Partnership and the Trustee receive written
notice approving such payment from the Representative of each issue of
Designated Senior Indebtedness. During the continuance of any other default
with respect to any Designated Senior Indebtedness pursuant to which the
maturity thereof may be accelerated immediately without further notice (except
such notice as may be required to effect such acceleration) or the expiration
of any applicable grace periods, the Partnership and the Subsidiary Guarantors
may not make payments on the Subordinated Debt Securities or any related
Guarantee for a period (a “Payment Blockage Period”) commencing upon the
receipt by the Partnership and the Trustee (and if such Designated Senior
Indebtedness is Debt of a Subsidiary Guarantor, the Subsidiary Guarantor) of
written notice of such default from the Representative of any Designated Senior
Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage
Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage
Period is terminated by written notice to the Trustee and the Partnership (and
if such Designated Senior Indebtedness is Debt of a Subsidiary Guarantor, the
Subsidiary Guarantor) from the Person or Persons who gave such Blockage Notice,
by repayment in full in cash of such Designated Senior Indebtedness or because
the default giving rise to such Blockage Notice is no longer continuing).  Notwithstanding the provisions described in
the immediately preceding sentence (but subject to the provisions contained in
Section 12.02 and the first sentence of this Section 12.03), unless the
holders of such Designated Senior Indebtedness or the Representative of such
holders shall have accelerated the maturity of such Designated Senior
Indebtedness, the Partnership and the Subsidiary Guarantors may resume payments
on the Subordinated Debt Securities and related Guarantees after such Payment
Blockage Period.  Not more than one
Blockage Notice may be given in any consecutive 360-day period, irrespective of
the number of defaults with respect to any number of issues of Designated
Senior Indebtedness during such period, unless otherwise specified pursuant to
Section 2.03 for the Subordinated Debt Securities of a series; provided,
however, that in no event may the total number of days during which any Payment
Blockage Period or Periods is in effect exceed 179 days in the aggregate during
any 360 consecutive day period.  For
purposes of this Section 12.03, no default or event of default which
existed or was continuing on the date of the commencement of any Payment
Blockage Period with respect to the Designated Senior Indebtedness initiating
such Payment Blockage Period shall be, or be made, the basis of the
commencement of a subsequent Payment Blockage Period by the Representative of
such Designated Senior Indebtedness, whether or not within a period of 360
consecutive days, unless such default or event of default shall have been cured
or waived for a period of not less than 90 consecutive days.


Section 12.04.        Acceleration of Payment of Debt
Securities. If payment of the Subordinated Debt Securities is accelerated
because of an Event of Default, the Partnership shall



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promptly notify
the holders of the Designated Senior Indebtedness (or their Representatives) of
the acceleration.


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


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


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


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


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


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


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



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


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


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


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


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



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receive such
payment.  The provisions of Sections 7.01
and 7.02 shall be applicable to all actions or omissions of actions by the
Trustee pursuant to this Article XII.


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


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


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


ARTICLE XIII

MISCELLANEOUS PROVISIONS


Section 13.01.        Successors and Assigns of 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


 



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Enid, Oklahoma 73701


Attention:
Ken Maples


If
to the Trustee:


[                                      ]


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.



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


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


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



 58
 






 



Indenture or the
Guarantee or for any claim based on, in respect of, or by reason of, such
obligations or their creation.  By
accepting a Debt Security, each Holder shall be deemed to have waived and
released all such liability.  The waiver
and release shall be part of the consideration for the issue of the Debt
Securities.


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


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


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


ARTICLE XIV

GUARANTEE


Section
14.01.        Unconditional Guarantee.


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


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


(c)           Failing
payment when due of any amount guaranteed pursuant to the Guarantee, for
whatever reason, each of the Subsidiary Guarantors will be jointly and
severally obligated to pay the same immediately, subject, in the case of the
Guarantee of the Subordinated Debt Securities, to the subordination provisions
contained in Article XII.  The
Guarantee hereunder (other than the Guarantee of Subordinated Debt Securities)
is intended to be a general, unsecured, senior obligation of each of the
Subsidiary Guarantors and will rank pari passu in right of payment with all
Debt of each Subsidiary Guarantor that is not, by its terms, expressly
subordinated in right of payment to the Guarantee.  Each of the Subsidiary Guarantors hereby
agrees that its obligations hereunder shall be full, unconditional and
absolute, irrespective of the validity, regularity or enforceability of the
Debt Securities, the Guarantee (including the Guarantee of any other Subsidiary
Guarantor) or this Indenture, the absence of any action to enforce the same,
any waiver or consent by any Holder of the Debt Securities with respect to any



 59
 






 



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 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



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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 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.


(a)           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



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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 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:

  	
   

  



 



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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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