EXHIBIT 4.03


 




 





 


KANEB PIPE LINE OPERATING
PARTNERSHIP, L.P.


 


ISSUER


 


JPMORGAN CHASE BANK


 


TRUSTEE


 










 


INDENTURE


 


DATED AS OF FEBRUARY 21,
2002


 










 


SENIOR DEBT SECURITIES


 










 




 





 


Senior
Indenture


 





















 


Reconciliation and Tie between Trust Indenture Act of 1939 and
Indenture Trust Indenture


 


	
  TIA
  Section

  	
   

  	
   

  	
  Indenture Section

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 310

  	
  (a)(1)

  	
   

  	
   

  	
  7.10

  
	
   

  	
  (a)(2)

  	
   

  	
   

  	
  7.10

  
	
   

  	
  (a)(3)

  	
   

  	
   

  	
  N/A

  
	
   

  	
  (a)(4)

  	
   

  	
   

  	
  N/A

  
	
   

  	
  (a)(5)

  	
   

  	
   

  	
  7.10

  
	
   

  	
  (b)

  	
   

  	
   

  	
  7.03; 7.10

  
	
   

  	
  (c)

  	
   

  	
   

  	
  N.A.

  
	
  Section 311

  	
  (a)

  	
   

  	
   

  	
  7.11

  
	
   

  	
  (b)

  	
   

  	
   

  	
  7.11

  
	
   

  	
  (c)

  	
   

  	
   

  	
  N.A.

  
	
  Section 312

  	
  (a)

  	
   

  	
   

  	
  5.01

  
	
   

  	
  (b)

  	
   

  	
   

  	
  5.01

  
	
   

  	
  (c)

  	
   

  	
   

  	
  5.02

  
	
  Section 313

  	
  (a)

  	
   

  	
   

  	
  5.04

  
	
   

  	
  (b)

  	
   

  	
   

  	
  5.04

  
	
   

  	
  (c)

  	
   

  	
   

  	
  1.07

  
	
   

  	
  (d)

  	
   

  	
   

  	
  5.04

  
	
  Section 314

  	
  (a)(1)

  	
   

  	
   

  	
  5.03

  
	
   

  	
  (a)(2)

  	
   

  	
   

  	
  5.03

  
	
   

  	
  (a)(3)

  	
   

  	
   

  	
  5.03

  
	
   

  	
  (a)(4)

  	
   

  	
   

  	
  4.05

  
	
   

  	
  (b)

  	
   

  	
   

  	
  N.A.

  
	
   

  	
  (c)(1)

  	
   

  	
   

  	
  1.09

  
	
   

  	
  (c)(2)

  	
   

  	
   

  	
  1.09

  
	
   

  	
  (c)(3)

  	
   

  	
   

  	
  N.A.

  
	
   

  	
  (d)

  	
   

  	
   

  	
  N.A.

  
	
   

  	
  (e)

  	
   

  	
   

  	
  1.09

  
	
   

  	
  (f)

  	
   

  	
   

  	
  N.A.

  
	
  Section 315

  	
  (a)

  	
   

  	
   

  	
  7.01

  
	
   

  	
  (b)

  	
   

  	
   

  	
  6.07; 1.07

  
	
   

  	
  (c)

  	
   

  	
   

  	
  7.01

  
	
   

  	
  (d)

  	
   

  	
   

  	
  7.01

  
	
   

  	
  (e)

  	
   

  	
   

  	
  6.08

  
	
  Section 316

  	
  (a) (last sentence)

  	
   

  	
   

  	
  1.01

  
	
   

  	
  (a)(1)(A)

  	
   

  	
   

  	
  6.06

  
	
   

  	
  (a)(1)(B)

  	
   

  	
   

  	
  6.06

  
	
   

  	
  (a)(2)

  	
   

  	
   

  	
  9.01(f)

  
	
   

  	
  (b)

  	
   

  	
   

  	
  6.04

  
	
   

  	
  (c)

  	
   

  	
   

  	
  5.05

  
	
  Section 317

  	
  (a)(1)

  	
   

  	
   

  	
  6.02

  
	
   

  	
  (a)(2)

  	
   

  	
   

  	
  6.02

  
	
   

  	
  (b)

  	
   

  	
   

  	
  4.04

  
	
  Section 318

  	
  (a)

  	
   

  	
   

  	
  1.11

  
	
   

  	
  (b)

  	
   

  	
   

  	
  N/A

  
	
   

  	
  (c)

  	
   

  	
   

  	
  1.03; 1.11

  



 


NOTE: This Reconciliation and Tie shall not, for any purpose, be deemed
to be a part of this Indenture.


 





















 


TABLE OF CONTENTS


 


	
  ARTICLE 1

  	
  Definitions and Other Provisions of General Application

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 1.01.

  	
  Certain Terms Defined

  	
   

  
	
   

  	
  SECTION 1.02.

  	
  Other Definitions

  	
   

  
	
   

  	
  SECTION 1.03.

  	
  Incorporation by Reference of Trust
  Indenture Act

  	
   

  
	
   

  	
  SECTION 1.04.

  	
  Rules of Construction

  	
   

  
	
   

  	
  SECTION 1.05.

  	
  Successors and Assigns of the Partnership
  Bound by this Indenture

  	
   

  
	
   

  	
  SECTION 1.06.

  	
  Acts of Board, Committee or Officer of
  Successor Company Valid

  	
   

  
	
   

  	
  SECTION 1.07.

  	
  Required Notices or Demands

  	
   

  
	
   

  	
  SECTION 1.08.

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

  	
   

  
	
   

  	
  SECTION 1.09.

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

  	
   

  
	
   

  	
  SECTION 1.10.

  	
  Payments Due on Legal Holidays

  	
   

  
	
   

  	
  SECTION 1.11.

  	
  Provisions Required by Trust Indenture Act
  to Control

  	
   

  
	
   

  	
  SECTION 1.12.

  	
  Computation of Interest on Debt Securities

  	
   

  
	
   

  	
  SECTION 1.13.

  	
  Rules by Trustee, Paying Agent and
  Registrar

  	
   

  
	
   

  	
  SECTION 1.14.

  	
  No Recourse Against Others

  	
   

  
	
   

  	
  SECTION 1.15.

  	
  Severability

  	
   

  
	
   

  	
  SECTION 1.16.

  	
  Effect of Headings

  	
   

  
	
   

  	
  SECTION 1.17.

  	
  Indenture May Be Executed in
  Counterparts

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 2

  	
  Debt Securities

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.01.

  	
  Forms Generally

  	
   

  
	
   

  	
  SECTION 2.02.

  	
  Form of Trustee’s Certificate of
  Authentication

  	
   

  
	
   

  	
  SECTION 2.03.

  	
  Principal Amount; Issuable in Series

  	
   

  
	
   

  	
  SECTION 2.04.

  	
  Execution of Debt Securities

  	
   

  
	
   

  	
  SECTION 2.05.

  	
  Authentication and Delivery of Debt
  Securities

  	
   

  
	
   

  	
  SECTION 2.06.

  	
  Denomination of Debt Securities

  	
   

  
	
   

  	
  SECTION 2.07.

  	
  General Provisions for Registration of
  Transfer and Exchange

  	
   

  
	
   

  	
  SECTION 2.08.

  	
  Temporary Debt Securities

  	
   

  
	
   

  	
  SECTION 2.09.

  	
  Mutilated, Destroyed, Lost or Stolen Debt
  Securities

  	
   

  
	
   

  	
  SECTION 2.10.

  	
  Cancellation of Surrendered Debt Securities

  	
   

  
	
   

  	
  SECTION 2.11.

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

  	
   

  
	
   

  	
  SECTION 2.12.

  	
  Payment of Interest; Rights Preserved

  	
   

  
	
   

  	
  SECTION 2.13.

  	
  Securities Denominated in Foreign
  Currencies

  	
   

  
	
   

  	
  SECTION 2.14.

  	
  Wire Transfers

  	
   

  
	
   

  	
  SECTION 2.15.

  	
  Securities Issuable in the Form of a
  Global Security

  	
   

  
	
   

  	
  SECTION 2.16.

  	
  Medium Term Securities

  	
   

  
	
   

  	
  SECTION 2.17.

  	
  Defaulted Interest

  	
   

  
	
   

  	
  SECTION 2.18.

  	
  Judgments

  	
   

  
	
   

  	
  SECTION 2.19.

  	
  CUSIP Numbers

  	
   

  
					



 


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  ARTICLE 3 

  	
  Redemption of Debt Securities

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 3.01.

  	
  Applicability of Article

  	
   

  
	
   

  	
  SECTION 3.02.

  	
  Notice of Redemption; Selection of Debt
  Securities

  	
   

  
	
   

  	
  SECTION 3.03.

  	
  Payment of Debt Securities Called for
  Redemption

  	
   

  
	
   

  	
  SECTION 3.04.

  	
  Mandatory and Optional Sinking Funds

  	
   

  
	
   

  	
  SECTION 3.05.

  	
  Redemption of Debt Securities for Sinking
  Fund

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 4 

  	
  Particular Covenants of the Partnership

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 4.01.

  	
  Payment of Principal of, and Premium, if
  any, and Interest on, Debt Securities

  	
   

  
	
   

  	
  SECTION 4.02.

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

  	
   

  
	
   

  	
  SECTION 4.03.

  	
  Appointment to Fill a Vacancy in the Office
  of Trustee

  	
   

  
	
   

  	
  SECTION 4.04.

  	
  Duties of Paying Agents, etc

  	
   

  
	
   

  	
  SECTION 4.05.

  	
  Statement by Officers as to Default

  	
   

  
	
   

  	
  SECTION 4.06.

  	
  Further Instruments and Acts

  	
   

  
	
   

  	
  SECTION 4.07.

  	
  Corporate, Partnership or Limited Liability
  Company Existence

  	
   

  
	
   

  	
  SECTION 4.08.

  	
  Maintenance of Properties

  	
   

  
	
   

  	
  SECTION 4.09.

  	
  Payment of Taxes and Other Claims

  	
   

  
	
   

  	
  SECTION 4.10.

  	
  Calculation of Original Issue Discount

  	
   

  
	
   

  	
  SECTION 4.11.

  	
  Stay, Extension and Usury Laws

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 5 

  	
  Holders’ Lists and Reports by the
  Partnership and the Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 5.01.

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

  	
   

  
	
   

  	
  SECTION 5.02.

  	
  Communications to Holders; Meetings of
  Holders

  	
   

  
	
   

  	
  SECTION 5.03.

  	
  Reports by the Partnership

  	
   

  
	
   

  	
  SECTION 5.04.

  	
  Reports by the Trustee

  	
   

  
	
   

  	
  SECTION 5.05.

  	
  Record Dates for Action by Holders

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 6 

  	
  Remedies of the Trustee and Holders in
  Event of Default

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.01.

  	
  Events of Default

  	
   

  
	
   

  	
  SECTION 6.02.

  	
  Collection of Indebtedness by Trustee, etc

  	
   

  
	
   

  	
  SECTION 6.03.

  	
  Application of Moneys Collected by Trustee

  	
   

  
	
   

  	
  SECTION 6.04.

  	
  Limitation on Suits by Holders

  	
   

  
	
   

  	
  SECTION 6.05.

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

  	
   

  
	
   

  	
  SECTION 6.06.

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

  	
   

  
	
   

  	
  SECTION 6.07.

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

  	
   

  
	
   

  	
  SECTION 6.08.

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

  	
   

  
					



 


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  ARTICLE 7 

  	
  Concerning the Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 7.01.

  	
  Certain Duties and Responsibilities

  	
   

  
	
   

  	
  SECTION 7.02.

  	
  Certain Rights of Trustee

  	
   

  
	
   

  	
  SECTION 7.03.

  	
  Trustee Not Liable for Recitals in
  Indenture or in Debt Securities

  	
   

  
	
   

  	
  SECTION 7.04.

  	
  Trustee, Paying Agent or Registrar May Own
  Debt Securities

  	
   

  
	
   

  	
  SECTION 7.05.

  	
  Moneys Received by Trustee to Be Held in
  Trust

  	
   

  
	
   

  	
  SECTION 7.06.

  	
  Compensation and Reimbursement

  	
   

  
	
   

  	
  SECTION 7.07.

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

  	
   

  
	
   

  	
  SECTION 7.08.

  	
  Separate Trustee; Replacement of Trustee

  	
   

  
	
   

  	
  SECTION 7.09.

  	
  Successor Trustee by Merger

  	
   

  
	
   

  	
  SECTION 7.10.

  	
  Eligibility; Disqualification

  	
   

  
	
   

  	
  SECTION 7.11.

  	
  Preferential Collection of Claims Against
  the Partnership

  	
   

  
	
   

  	
  SECTION 7.12.

  	
  Compliance with Tax Laws

  	
   

  
	
   

  	
  SECTION 7.13.

  	
  Trustee’s Application for Instructions from
  the Partnership

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 8 

  	
  Concerning the Holders

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 8.01.

  	
  Evidence of Action by Holders

  	
   

  
	
   

  	
  SECTION 8.02.

  	
  Proof of Execution of Instruments and of
  Holding of Debt Securities

  	
   

  
	
   

  	
  SECTION 8.03.

  	
  Who May Be Deemed Owner of Debt
  Securities

  	
   

  
	
   

  	
  SECTION 8.04.

  	
  Instruments Executed by Holders Bind Future
  Holders

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 9 

  	
  Supplemental Indentures

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 9.01.

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

  	
   

  
	
   

  	
  SECTION 9.02.

  	
  Modification of Indenture with Consent of
  Holders of Debt Securities

  	
   

  
	
   

  	
  SECTION 9.03.

  	
  Effect of Supplemental Indentures

  	
   

  
	
   

  	
  SECTION 9.04.

  	
  Debt Securities May Bear Notation of
  Changes by Supplemental Indentures

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 10 

  	
  Consolidation, Merger, Sale or Conveyance

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 10.01.

  	
  Consolidations and Mergers of the
  Partnership

  	
   

  
	
   

  	
  SECTION 10.02.

  	
  Rights and Duties of Successor Company

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 11 

  	
  Satisfaction and Discharge of Indenture;
  Unclaimed Moneys; Defeasance

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 11.01.

  	
  Applicability of Article

  	
   

  
	
   

  	
  SECTION 11.02.

  	
  Satisfaction and Discharge of Indenture;
  Defeasance

  	
   

  
	
   

  	
  SECTION 11.03.

  	
  Conditions of Defeasance

  	
   

  
	
   

  	
  SECTION 11.04.

  	
  Application of Trust Money

  	
   

  
	
   

  	
  SECTION 11.05.

  	
  Repayment to the Partnership

  	
   

  
					



 


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  SECTION 11.06.

  	
  Indemnity for U.S. Government Obligations

  	
   

  
	
   

  	
  SECTION 11.07.

  	
  Reinstatement

  	
   

  



 


 


 


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INDENTURE dated as of February 21, 2002,
among KANEB PIPE LINE OPERATING PARTNERSHIP, L.P., a Delaware limited
partnership (the “PARTNERSHIP”), and JPMORGAN CHASE BANK, a New York banking
corporation (the “TRUSTEE”). 


 


WITNESSETH:


 


WHEREAS, Kaneb Pipe Line Company, LLC, a
Delaware limited liability company (the “GENERAL PARTNER”), as the general
partner of the Partnership, has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its debentures,
notes, bonds or other evidences of indebtedness to be issued in one or more
series in an unlimited aggregate principal amount (herein called the “DEBT
SECURITIES”), as in this Indenture provided; and 


 


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


 


NOW, THEREFORE, in consideration of the
agreements and obligations set forth herein and for good and valuable
consideration, the sufficiency of which is hereby acknowledged, the Partnership
and the Trustee hereby agree with each other, for the equal and proportionate
benefit of the respective Holders from time to time of the Debt Securities or
any series thereof, as follows:


 


ARTICLE 1

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


SECTION 1.01. CERTAIN TERMS DEFINED. 


 


The terms defined in this Section 1.01
(except as herein otherwise expressly provided or unless the context otherwise
requires) for all purposes of this Indenture and of any Indenture supplemental
hereto shall have the respective meanings specified in this Section 1.01.
All other terms used in this Indenture which are defined in the Trust Indenture
Act or which are by reference therein defined in the Securities Act (except as
herein otherwise expressly provided or unless the context otherwise requires),
shall have the meanings assigned to such terms in the Trust Indenture Act and
in the Securities Act as in force as of the date of original execution of this
Indenture. 


 


“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, or with respect to any determination or
resolution required or permitted to be made hereunder, any duly authorized
committee or subcommittee of such board or any directors or officers of the
General Partner to whom such board of directors or such committee or
subcommittee shall have delegated its authority to act hereunder. If the
Partnership changes its form of entity to other than as limited partnership,
the references to the board of directors of the General Partner shall mean the
board of directors (or other comparable governing body) of the Partnership. 


 


“BOARD RESOLUTION” means a copy of a
resolution certified by the appropriate person to have been duly adopted by the
Board of Directors and to be in full force and effect on the date of such
certification.


 


1





















 


“BUSINESS DAY” means each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking institutions
in the Borough of Manhattan, the City of New York, New York, or the city in
which the Corporate Trust Office of the Trustee is located, are authorized or
obligated by law or executive order to close. 


 


“CODE” means the Internal Revenue Code of
1986, as amended from time to time and any successor statute. 


 


“COMMISSION” means the Securities and
Exchange Commission, as from time to time constituted, created under the
Exchange Act, or, if at any time after the execution of this Indenture such
Commission is not existing and performing the duties now assigned to it under the
Trust Indenture Act, then the body performing such duties at such time. 


 


“CORPORATE TRUST OFFICE OF THE TRUSTEE” means
the principal corporate trust office of the Trustee, at which at any particular
time its corporate trust business shall be administered, which office at the
date of execution of this Indenture is located at Chase Tower 600 Travis
Street, Suite 1150, Houston, Texas 77002, Attention: Mauri Cowen. 


 


“CURRENCY” means Dollars or Foreign Currency.



 


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


 


“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 that is, or with
the passage of time or the giving of notice 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 registered Debt Securities of any series issuable or issued in whole
or in part in the form of one or more Global Securities, The Depository Trust
Company, New York, New York, or any successor thereto registered as a clearing
agency under the Exchange Act or other applicable statute or regulations. 


 


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


 


“DOLLAR EQUIVALENT” means, with respect to
any monetary amount in a Foreign Currency, at any time for the determination
thereof, the amount of Dollars obtained by converting such Foreign Currency
involved in such computation into Dollars at the spot rate for the purchase of
Dollars with the applicable Foreign Currency as quoted by Citibank, N.A.
(unless another comparable financial institution is designated by the
Partnership) in New York, New York at approximately 11:00 a.m. (New York
time) on the date two business days prior to such determination. 


 


“EQUITY INTERESTS” means: 


 


(i)  in
the case of a corporation, corporate stock;


 


2





















 


(ii)  in
the case of an association or a business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate
stock; 


 


(iii)  in
the case of a partnership or limited liability company, partnership or
membership interests (whether general or limited); 


 


(iv)  any
other interest or participation (howsoever designated) that confers on a Person
the right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person; and 


 


(v)  all
warrants, options or other rights to acquire any of the interests described in
clauses (i) through (iv) above (but excluding any debt security that
is convertible into, or exchangeable for, any of the interests described in
clauses (i) through (iv) above). 


 


“EVENT OF DEFAULT” has the meaning specified
in Section 6.01. 


 


“EXCHANGE ACT” means the Securities Exchange
Act of 1934, as amended, or 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. 


 


“FOREIGN CURRENCY” means a currency issued or
adopted by the government of any country other than the United States or a
composite currency the value of which is determined by reference to the values
of the currencies of any group of countries. 


 


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


 


“GENERAL PARTNER” means Kaneb Pipe Line
Company, LLC, a Delaware limited liability company, and its successors and
permitted assigns as general partner of the Partnership. 


 


“GLOBAL SECURITY” means with respect to any
series of Debt Securities issued hereunder, a Debt Security that 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 the applicable Board
Resolution 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. 


 


“HOLDER,” “HOLDER OF DEBT SECURITIES” or
other similar terms mean, with respect to a Registered Security, the Registered
Holder.


 


3





















 


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


 


“ISSUER ORDER” means a written order of the
Partnership, signed by the Chairman of the Board, President or any Vice
President of the General Partner and by the Treasurer, Secretary, any Assistant
Treasurer or any Assistant Secretary of the General Partner. 


 


“LIEN” means, with respect to any asset, any
mortgage, lien (statutory or otherwise), pledge, charge, security interest,
hypothecation, assignment for security, claim, preference, priority or
encumbrance of any kind in respect of such asset, whether or not filed,
recorded or otherwise perfected under applicable law, including any conditional
sale or other title retention agreement or any lease in the nature thereof, any
option or other agreement to grant a security interest in and any filing of or
agreement to give any financing statement under the Uniform Commercial Code (or
equivalent statute) of any jurisdiction, other than a precautionary financing
statement respecting a Lien not intended as a security agreement. 


 


“OFFICERS’ CERTIFICATE” means a certificate
signed by the Chairman of the Board of Directors, President or any vice
President of the General Partner and by the Treasurer, Secretary, any Assistant
Treasurer or any Assistant Secretary of the General Partner. Each such certificate
shall include the statements provided for in Section 1.09, if applicable. 


 


“OPINION OF COUNSEL” means an opinion in
writing signed by legal counsel for the Partnership (which counsel may be an
employee of the Partnership or outside counsel for the Partnership). Each such
opinion shall include the statements provided for in Section 1.09, if
applicable. 


 


“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 or 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: 


 


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


 


(ii)  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 


 


(iii)  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


 


4





















 


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 Subsidiary 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 Responsible Officer of the Trustee actually knows to be so
owned shall be so disregarded. Debt Securities so owned which have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such
Debt Securities and that the pledgee is not the Partnership or any other
obligor upon the Debt Securities or a Subsidiary of the Partnership or of such
other obligor. In determining whether the Holders of the requisite principal
amount of outstanding Debt Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, the principal
amount of an Original Issue Discount Debt Security that shall be deemed to be
Outstanding for such purposes shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a
declaration of acceleration of the maturity thereof pursuant to Section 6.01.
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, the principal
amount of a Debt Security denominated in one or more Foreign Currencies or
currency units that shall be deemed to be Outstanding for such purposes shall
be the Dollar Equivalent, determined in the manner provided as contemplated by Section 2.03
on the date of original issuance of such Debt Security, of the principal amount
(or, in the case of any Original Issue Discount Security, the Dollar Equivalent
on the date of original issuance of such Security of the amount determined as provided
in the preceding sentence above) of such Debt Security. 


 


“PARENT PARTNERSHIP” means Kaneb Pipe Line
Partners, L.P., a Delaware limited partnership, and its successors and assigns.



 


“PARTNERSHIP” means Kaneb Pipe Line Operating
Partnership, L.P., a Delaware limited partnership, and, subject to the
provisions of Article 10, shall also include its successors and assigns. 


 


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


 


“PLACE OF PAYMENT” means, when used with
respect to the Debt Securities of any series, the place or places where the
principal of, and premium, if any, and interest on, the Debt Securities of that
series are payable as specified pursuant to Section 2.03. 


 


“REGISTERED HOLDER” means the Person in whose
name a Registered Security is registered in the Debt Security Register (as
defined in Section 2.07(a)). 


 


“REGISTERED SECURITY” means any Debt Security
registered as to principal and interest in the Debt Security Register (as
defined in Section 2.07(a)).


 


5





















 


“REGISTRAR” has the meaning set forth in Section 2.07(a).



 


“RESPONSIBLE OFFICER” when used with respect
to the Trustee, means any officer within the Corporate Trust Office of the
Trustee or any other officer of the Trustee performing functions similar to
those performed by the persons who at the time shall be such officers, and any
other officer of the Trustee to whom corporate trust matters are referred
because of his knowledge of and familiarity with the particular subject. 


 


“SECURITIES ACT” means the Securities Act of
1933, as amended, or any successor statute. 


 


“STATED MATURITY” means, at any time, with
respect to any installment of interest or principal on any series of Debt
Securities, the date on which such payment of interest or principal was
scheduled to be paid in the original documentation governing such indebtedness
or such later date as such documentation shall provide at that time, and shall
not include any contingent obligations to repay, redeem or repurchase any such
interest or principal prior to the date originally scheduled for the payment
thereof. 


 


“SUBSIDIARY” means, with respect to any
Person: 


 


(i)  any
corporation, association or other business entity of which more than 50% of the
Voting Stock is at the time owned or controlled, directly or indirectly, by
such Person or one or more of the other Subsidiaries of that Person (or a
combination thereof); and 


 


(ii)  any
partnership (whether general or limited) or limited liability company (a) the
sole general partner or the managing general partner or managing member of which
is such Person or a Subsidiary of such Person, or (b) if there are more
than a single general partner or member, either (y) the only general partners
or managing members of which are such Person and/or one or more Subsidiaries of
such Person (or any combination thereof) or (z) such Person owns or controls, directly
or indirectly, a majority of the outstanding general partner interests, member
interests or other Voting Stock of such partnership, limited liability company
or joint venture, respectively. 


 


“TRUST INDENTURE ACT” (except as herein
otherwise expressly provided) means the Trust Indenture Act of 1939 as in force
at the date of this Indenture as originally executed and, to the extent
required by law, as amended, or any successor statute. 


 


“TRUSTEE” initially means First Union
National Bank 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. 


 


“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
securities that are (i) direct obligations of the United States for the
payment of which its full faith and credit is pledged; (ii) obligations of
a Person controlled or supervised by and acting as an agency or instrumentality
of the United States, the payment of which is unconditionally guaranteed as a
full faith and credit obligation by the United States, which, in either case,
under clause (i) or (ii) above, are not callable or


 


6





















 


redeemable at the option of the issuers thereof; or (iii) depository
receipts issued by a bank or trust company as custodian with respect to any such
U.S. Government Obligations or a specific payment of interest on or principal
of any such U.S. Government Obligation held by such custodian for the account
of the holder of a depository receipt, provided that (except as required by
law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by
the custodian in respect of the U.S. Government Obligation evidenced by such
depository receipt. 


 


“VOTING STOCK” of any Person as of any date
means the Equity Interests of such Person pursuant to which the holders thereof
have the general voting power under ordinary circumstances to elect at least a
majority of the board of directors, managers, general partners or trustees of
any Person (regardless of whether, at the time, Equity Interests of any other
class or classes shall have, or might have, voting power by reason of the
occurrence of any contingency) or, with respect to a partnership (whether
general or limited), any general partner interest in such partnership. 


 


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


 


SECTION 1.02. OTHER DEFINITIONS. 


 


	
  Term

  	
   

  	
  Section in which Defined

  	
   

  
	
  “DEFAULTED
  INTEREST”

  	
   

  	
  2.17

  	
   

  
	
  “DESIGNATED
  CURRENCY”

  	
   

  	
  2.18

  	
   

  
	
  “MANDATORY
  SINKING FUND PAYMENT”

  	
   

  	
  3.04

  	
   

  
	
  “OPTIONAL
  SINKING FUND PAYMENT”

  	
   

  	
  3.04

  	
   

  
	
  “SUCCESSOR
  COMPANY”

  	
   

  	
  10.01

  	
   

  



 


SECTION 1.03. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT. 


 


This Indenture is subject to the mandatory
provisions of the Trust Indenture Act which are incorporated by reference in
and made a part of this Indenture. The following Trust Indenture Act terms have
the following meanings: 


 


“INDENTURE SECURITIES” means the Debt
Securities. 


 


“INDENTURE SECURITY HOLDER” means a Holder. 


 


“INDENTURE TO BE QUALIFIED” means this
Indenture. 


 


“INDENTURE TRUSTEE” or “INSTITUTIONAL TRUSTEE”
means the Trustee. 


 


“OBLIGOR” on this Indenture securities means
the Partnership and any other obligor on the Debt Securities. 


 


All other Trust Indenture Act terms used in
this Indenture that are defined by the Trust Indenture Act, reference to
another statute or defined by rules of the Securities and Exchange
Commission have the meanings assigned to them by such definitions.


 


7





















 


SECTION 1.04. RULES OF CONSTRUCTION. 


 


Unless the context otherwise requires: 


 


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


 


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


 


(iii)  ”or”
is not exclusive; 


 


(iv)  ”including”
(in all of its forms) means including without limitation; 


 


(v)  words
in the singular include the plural and words in the plural include the
singular; 


 


(vi)  the
words “herein”, “hereof” and “hereunder” and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or
other subdivision; 


 


(vii)  unless
the contract otherwise requires, any references to an Article or a Section refers
to an Article or a Section, respectively, of this Indenture; 


 


(viii)  any
gender used in this Indenture shall be deemed to include the neuter, masculine
or feminine genders; and 


 


(ix)  when
used with references to the Debt Securities, the expression “of like tenor”
refers to Debt Securities of the same series. 


 


SECTION 1.05. SUCCESSORS AND ASSIGNS OF THE PARTNERSHIP BOUND BY
THIS INDENTURE. 


 


All the covenants, stipulations, promises and
agreements in this Indenture contained by or in behalf of the Partnership or
the Trustee shall bind its successors and assigns, whether so expressed or not.



 


SECTION 1.06. ACTS OF BOARD, COMMITTEE OR OFFICER OF SUCCESSOR
COMPANY VALID. 


 


Any act or proceeding by any provision of
this Indenture authorized or required to be done or performed by any Board
Resolution, committee thereof or officer of the General Partner, as applicable,
shall and may be done and performed with like force and effect by the like
Board of Directors, committee thereof or officer of any Successor Company. 


 


SECTION 1.07. REQUIRED NOTICES OR DEMANDS. 


 


Except as otherwise expressly provided in
this Indenture, any notice or demand which by any provision of this Indenture
is required or permitted to be given or served by the Trustee or by the Holders
to or on the Partnership may be given or served by being deposited postage
prepaid in a post office letter box in the United States addressed (until
another address is filed by the Partnership with the Trustee) as follows: Kaneb
Pipe Line Operating Partnership, L.P., 2435 North Central Expressway,
Richardson, Texas 75080, Attention: Edward Doherty. Except as otherwise expressly
provided in this Indenture, any notice, direction, request or demand by the
Partnership or by any Holder to or upon the Trustee may be given or made, for
all purposes, by


 


8





















 


being deposited, postage prepaid, in a post office letter box in the
United States addressed to the Corporate Trust Office of the Trustee initially
at Chase Tower, 600 Travis St., Suite 1150, Houston, Texas 77002,
Attention: Mauri Cowen. The Partnership or the Trustee by notice to the other
may designate additional or different addresses for subsequent notices or
communications. 


 


Any notice required or permitted to a
Registered Holder by the Partnership 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 Trust Indenture Act
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
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. 


 


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 1.08. INDENTURE AND DEBT SECURITIES TO BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 


 


This Indenture and each Debt Security shall
be deemed to be New York contracts, and for all purposes shall be construed in
accordance with the laws of said State (without reference to principles of
conflicts of law). 


 


SECTION 1.09. 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 (i) a
statement that the Person making such certificate or opinion has read such
covenant or condition, (ii) 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, (iii) 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 (iv) a
statement as to whether or not, in the opinion of such Person, such condition
or covenant has been complied with.


 


9





















 


SECTION 1.10. 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 1.11. PROVISIONS REQUIRED BY TRUST INDENTURE ACT TO
CONTROL. 


 


If and to the extent that any provision of
this Indenture limits, qualifies or conflicts with a provision of the Trust
Indenture Act or 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 Trust Indenture Act, such required provision shall control. 


 


SECTION 1.12. 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 1.13. 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 1.14. NO RECOURSE AGAINST OTHERS. 


 


Neither the Parent Partnership nor the
General Partner, nor any past, present or future director, officer, partner,
employee, incorporator, manager, stockholder, unitholder or member of the
Partnership, the General Partner, the Parent Partnership or any other Person an
obligor on the Debt Securities of any series, as such, shall have any liability
for any obligations of the Partnership or any other obligors under the Debt
Securities or this Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder by accepting a Debt
Security waives and releases all such liability. The waiver and release are
part of the consideration for the issuance of the Debt Securities. 


 


SECTION 1.15. 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 1.16. 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.


 


10





















 


SECTION 1.17. 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 2

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 Board Resolution of the Partnership or in one or more Indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as the Partnership may deem
appropriate (and, if not contained in a supplemental Indenture entered into in
accordance with Article 9, 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. 


 


	
   

  	
  JPMORGAN CHASE BANK,

  	
   

  
	
   

  	
  As Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Dated: 
  February    , 2002

  	
   

  



 


11





















 


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. There shall be established, without the approval of any Holders,
in or pursuant to a Board Resolution of the Partnership and set forth in an
Officers’ Certificate of the Partnership, 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: 


 


(1)  the
form and title of the Debt Securities of the series (which shall distinguish
the Debt Securities of the series from all other Debt Securities); 


 


(2)  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 2); 


 


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


 


(4)  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, and in the case of Registered Securities, 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; 


 


(5)  the
Place or Places of Payment, 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; 


 


(6)  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; 


 


(7)  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; 


 


(8)  the
terms, if any, upon which the Debt Securities of the series may be convertible
into or exchanged for Equity Interests, other Debt Securities or other
securities of any kind of the Partnership or any other obligor or issuer and
the terms and conditions upon which such conversion or exchange shall be effected,
including the


 


12





















 


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; 


 


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


 


(10)  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; 


 


(11)  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);
and the manner of determining the equivalent thereof in the currency of the United
States of America for purposes of the definition of Dollar Equivalent; 


 


(12)  any
changes or additions to Article 11, including the addition of additional
covenants that may be subject to the covenant defeasance option pursuant to Section 11.02(b);



 


(13)  if
other than Dollars, the coin or Currency or Currencies or units of two or more
Currencies in which payment of the principal of and premium, if any, and
interest on, Debt Securities of the series shall be payable; 


 


(14)  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; 


 


(15)  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
Trust Indenture Act are applicable and any corresponding changes to provisions
of this Indenture as currently in effect; 


 


(16)  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 interest on, such Debt Securities due
and payable; 


 


(17)  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;


 


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


 


(19)  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 10, including conditioning any merger, conveyance,
transfer or lease permitted by Article 10 upon the satisfaction of an indebtedness
coverage standard by the Partnership and any Successor Company (as defined in Article 10);



 


(20)  the
terms, if any, of any guarantee of the payment of principal of, and premium, if
any, and interest on, Debt Securities of the series and any corresponding
changes to the provisions of this Indenture as currently in effect; 


 


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


 


(22)  any
other terms of the Debt Securities of the series (which terms shall not be
prohibited by the provisions of this Indenture); and 


 


(23)  applicable
CUSIP Numbers. 


 


All Debt Securities of any one series
appertaining thereto shall be substantially identical except as to denomination
and except as may otherwise be provided in or pursuant to such Board
Resolutions and as set forth in such Officers’ Certificates 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 General Partner. Such signatures upon the Debt Securities may
be the manual or facsimile signatures of the present or any future such
authorized officers and may be imprinted or otherwise reproduced on the Debt
Securities. The seal of the Partnership, if any, may be in the form of a
facsimile thereof and may be impressed, affixed, imprinted or otherwise
reproduced on the Debt Securities. 


 


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


 


In case any officer of the General Partner
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 General Partner; 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 General Partner
although at the date of such Debt Security or of the execution of this
Indenture any such Person was not such officer.


 


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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 Debt
Securities of any series executed by the Partnership to the Trustee for
authentication, and the Trustee shall thereupon authenticate and deliver said
Debt Securities to or upon an Issuer Order. The Debt Securities shall be dated
the date of their authentication. 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: 


 


(i)  a
copy of any Board Resolution of the Partnership, certified by the Secretary or
Assistant Secretary of the General Partner of the Partnership, authorizing the
terms of issuance of any series of Debt Securities; 


 


(ii)  an
executed supplemental Indenture, if any; 


 


(iii)  an
Officers’ Certificate; and 


 


(iv)  an
Opinion of Counsel prepared in accordance with Section 1.09 substantially
to the effect that: 


 


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


 


(b)  the
terms of such Debt Securities have been established by or pursuant to a Board
Resolution of the Partnership or by a supplemental Indenture as permitted by
Section 2.03 in conformity with the provisions of this Indenture; and 


 


(c)  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 (y) the
enforceability thereof may be limited by bankruptcy, insolvency or similar laws
affecting the enforcement of creditors’ rights generally and (z) rights of acceleration
and the availability of equitable remedies may be limited by equitable
principles of general applicability. 


 


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 Dollars. 


 


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


 


15





















 


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 Registered Securities in such denominations as shall be specified or
contemplated by Section 2.03. In the absence of any such specification
with respect to the Debt Securities of any series, the Debt Securities of such
series shall be issuable in denominations of $1,000 and any integral multiple
thereof. 


 


SECTION 2.07. GENERAL PROVISIONS FOR REGISTRATION OF TRANSFER AND
EXCHANGE. 


 


The Partnership shall keep or cause to be kept
a register for each series of Registered 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 Registered Securities and the
transfer of Registered Securities as in this Article 2 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 Registered 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 Registered Security or Registered
Securities of authorized denominations for a like aggregate principal amount. 


 


Unless and until otherwise determined by a
Board Resolution of the Partnership, the register of the Partnership for the
purpose of registration, exchange or registration of transfer of the Registered
Securities shall be kept at the Corporate Trust Office of the Trustee and, for
this purpose, the Trustee shall be designated “REGISTRAR”. No prior notice to
the Holders of Debt Securities is required to effect the designation of a
substitute Registrar by the Partnership. 


 


Registered Securities of any series (other
than a Global Security, except as set forth below) may be exchanged for a like
aggregate principal amount of Registered Securities of the same series of other
authorized denominations. Subject to Section 2.15, Registered 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
Registered Security or Registered Securities that the Holder making the
exchange shall be entitled to receive. 


 


All Registered 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 Registered Holder or his attorney duly authorized in writing. 


 


All Debt Securities issued in exchange for or
upon transfer of Debt Securities shall be the legal, valid and binding
obligations of the Partnership, evidencing the same debt, and entitled to


 


16





















 


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 or
other governmental charge that may be imposed in relation thereto, other than
those expressly provided in this Indenture to be made at the Partnership’s own
expense or without expense or without charge to the Holders. 


 


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


 


Specific procedures for registration of
transfer and exchange of any series of Debt Securities may be set forth in the
applicable supplemental Indenture for such Debt Securities. 


 


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 and 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, and 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, except as otherwise
specified as contemplated by Section 2.03(17) with respect to the payment
of interest on Global Securities in temporary form. 


 


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


 


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SECTION 2.09. MUTILATED, DESTROYED, LOST OR STOLEN DEBT
SECURITIES. 


 


If (i) any mutilated Debt Security is
surrendered to the Trustee at the Corporate Trust Office of the Trustee (in the
case of Registered Securities) or (ii) 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
written notice that such Debt Security has been acquired by a bona fide
purchaser, then the Partnership shall execute and, upon an Issuer Order, the
Trustee shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Debt Security, a new Debt Security of the
same series of like tenor, form, terms and principal amount, bearing a number
not contemporaneously Outstanding. Upon the issuance of any substituted Debt
Security, the Partnership may require the payment of a sum sufficient to cover
any tax 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 disposed of (subject to the record
retention requirements of the Exchange Act) by the Trustee in its customary
manner. On request of the Partnership, the Trustee shall deliver to the
Partnership canceled Debt Securities held by the Trustee. If the Partnership
shall acquire any of the Debt Securities, however, such acquisition shall not
operate as a redemption or satisfaction of the indebtedness 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.


 


18





















 


SECTION 2.11. PROVISIONS OF THIS 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; RIGHTS PRESERVED. 


 


Interest on any Registered 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 Registered Security is
registered at the close of business on the regular record date for such
interest notwithstanding the cancellation of such Registered Security upon any
transfer or exchange subsequent to the regular record date. Payment of interest
on Registered 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 Registered Holder by wire
transfer to an account designated by the Registered Holder. 


 


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 FOREIGN CURRENCIES. 


 


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


 


For the purposes of calculating the principal
amount of Debt Securities of any series denominated in a Foreign Currency or in
units of two or more Foreign Currencies for any purpose under this Indenture,
the principal amount of such Debt Securities at any time Outstanding shall be
deemed to be the Dollar Equivalent of such principal amount as of the date of
any such calculation. 


 


In the event any Foreign Currency or
currencies or units of two or more Currencies in which any payment with respect
to any series of Debt Securities may be made ceases to be a freely convertible
Currency on United States Currency markets, for any date thereafter on which
payment of principal of, or premium, if any, or interest on, the Debt
Securities of a series is due, the Partnership shall select the Currency of
payment for use on such date, all as provided in the Debt Securities of such
series. In such event, the Partnership shall, as provided in the Debt
Securities of such series, notify the Trustee of the Currency which they have
selected to constitute the funds necessary to meet the Partnership’s
obligations or such payment date and of the amount of such Currency to be paid.
Such amount shall be determined as provided in the Debt Securities of such
series. The payment to the Trustee with respect to such payment date shall be
made by the Partnership solely in the Currency so selected.


 


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SECTION 2.14. WIRE TRANSFERS. 


 


Notwithstanding any other provision to the
contrary in this Indenture, the Partnership may make any payment of monies
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 of immediately available funds to an account designated by the
Trustee on or before 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. 


 


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 (i) 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, (ii) shall be registered in the name
of the Depositary for such Global Security or securities or its nominee, (iii) shall
be delivered by the Trustee or its agent to the Depositary or pursuant to the
Depositary’s instruction and (iv) shall conspicuously bear a legend
substantially to the following effect: “Unless and until it is exchanged in
whole or in part for the individual Debt Securities represented hereby, this
Global Security may not be transferred except as a whole by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary
or another nominee of the Depositary or by the Depositary or any such nominee
to a successor Depositary or a nominee of such successor Depositary”, or such
other legend as may then be required by the Depositary for such Global Security
or Securities. 


 


Notwithstanding any other provision of this Section 2.15
or of Section 2.07 to the contrary, and subject to the provisions of the
next following paragraph of this Section 2.15 (and all of its clauses), it
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. 


 


The second paragraph of this Section 2.15
shall be subject to the following clauses (i) through (v) (inclusive):



 


(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 receive such notice or become aware of such ineligibility, the
Partnership shall execute, and the Trustee or its agent, upon receipt of an
Issuer Order for the authentication and delivery of such individual Debt
Securities of such series in exchange


 


20





















 


for such Global Security, will authenticate and deliver, individual Debt
Securities of such series of like tenor and terms in definitive form in an
aggregate principal amount equal to the principal amount of the Global Security
in exchange for such Global Security or Securities. 


 


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


 


(iii)  If
specified by the 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 an Issuer Order for the authentication
and delivery of definitive Debt Securities of such series shall authenticate
and deliver, without service charge, (y) 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 (z) 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, Registered 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 Registered Securities to the Persons in whose names such
Registered Securities are so registered. 


 


(v)  Payments
in respect of the principal of and interest on any Debt Securities registered
in the name of the Depositary or its nominee will be payable to the Depositary
or such nominee in its capacity as the registered owner of such Global
Security. The Partnership 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, the Trustee, any Registrar, the
paying agent or any agent of the Partnership or the Trustee will have any
responsibility or liability for (x) any aspect of the


 


21





















 


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 the Depositary’s direct or indirect participants relating
to the beneficial ownership interests of the Global Security, (y) the payments
to the beneficial owners of the Global Security of amounts paid to the
Depositary or its nominee, or (z) any other matter relating to the actions and
practices of the Depositary, its nominee or any of the Depositary’s direct or
indirect participants. None of the Partnership, the Trustee or any such agent will
be liable for any delay by the Depositary, its nominee, or any of the
Depositary’s direct or indirect participants in identifying the beneficial
owners of the Debt Securities, and the Partnership 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, a Board Resolution, a supplemental Indenture,
an Opinion of Counsel or a written order or any other document otherwise
required pursuant to Section 1.09, 2.01, 2.03 or 2.05 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 1.09 or 2.05 shall be true and correct as if
made on such date and that the Opinion of Counsel delivered at or prior to such
time of authentication of an original issuance of Debt Securities shall
specifically state that it shall relate to all subsequent issuances of Debt
Securities of such series that are identical to the Debt Securities issued in
the first issuance of Debt Securities of such series. 


 


An Issuer Order delivered by the 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’ Certificates, supplemental Indenture or the
applicable Board Resolutions relating to such written order, such terms and
conditions of such Debt Securities as are specified in such Officers’
Certificates, supplemental Indenture or such Board Resolutions. 


 


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 Registered Holder thereof on the relevant
record date by virtue of having been such Registered 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:


 


22





















 


(i)  The
Partnership may elect to make payment of any Defaulted Interest to the Persons
in whose names the Registered 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 Registered 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
prepaid, 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 Registered 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 Registered
Securities of such series in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Registered 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. JUDGMENTS. 


 


The Partnership may provide pursuant to Section 2.03
for Debt Securities of any series that: (i) the obligation, if any, of the
Partnership to pay the principal of, and premium, if any, and interest on, the
Debt Securities of any series in a Foreign Currency or Dollars (the “DESIGNATED
CURRENCY”) as may be specified pursuant to Section 2.03 is of the essence
and agrees that, to the fullest extent possible under applicable law, judgments
in respect of Debt Securities of such series shall be given in the Designated
Currency; (ii) the obligation of the Partnership to make payments in the
Designated Currency of the principal of, and premium, if any, and interest on,
such Debt Securities shall, notwithstanding any payment in any other Currency
(whether pursuant to a judgment or otherwise), be discharged only to the extent
of the amount in the Designated Currency that the Holder receiving such payment
may, in accordance with normal banking procedures, purchase with the sum paid
in such other Currency (after any premium and cost exchange) on the business
day in the country of issue of the Designated Currency or in the international
banking community (in the case of a composite currency) immediately following
the day on which such Holder receives such payment; (iii) if the amount in
the Designated Currency that may be so purchased for any reason falls short of
the amount originally due, the Partnership shall pay such additional amounts as
may be necessary to compensate for such shortfall; and (iv) any obligation
of the Partnership not discharged by such payment shall be due as a separate


 


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and independent obligation and, until discharged as provided herein,
shall continue in full force and effect. 


 


SECTION 2.19. 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 correctness of such numbers either as printed on the Debt Securities
or as contained in any notice of a redemption and that reliance may be placed
only on the other identification numbers printed on the Debt Securities, and
any such redemption shall not be affected by any defect in or omission of such
numbers. The Partnership will promptly notify the Trustee of any change in the “CUSIP”
numbers. 


 


ARTICLE 3

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, a Board Resolution of
the Partnership 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 1.07. 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
amount of Debt Securities of any series to be redeemed, (ii) the date
fixed for redemption, (iii) the calculation of the redemption price at
which Debt Securities of such series are to be redeemed, (iv) the Place or
Places of Payment that payment will be made upon presentation and surrender of
such Debt Securities, (v) that any interest accrued to the date fixed for
redemption will be paid as specified in said notice, (vi) that the
redemption is for a sinking fund payment (if applicable), (vii) that,
unless otherwise specified in such notice, if the Partnership defaults in
making such redemption payment, the paying agent is prohibited from making such
payment pursuant to the terms of this Indenture, (viii) that on and after
said date any interest thereon or on the portions thereof to be redeemed will
cease to accrue, (ix) that in the case of Original Issue Discount
Securities original issue discount accrued after the date fixed for redemption
will cease to accrue, the terms of the Debt Securities of that series pursuant
to which the Debt Securities of that series are being redeemed and (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


 


24










 













 


all the Debt Securities of a series are to be redeemed the notice of
redemption shall specify the CUSIP numbers of the Debt Securities of that
series to be redeemed. In case any Debt Security of a series is to be redeemed
in part only, the notice of redemption shall state the portion of the principal
amount thereof to be redeemed and shall state that on and after the date fixed
for redemption, upon surrender of such Debt Security, a new Debt Security or
Debt Securities of that series will be issued in principal amount equal to the
unredeemed portion thereof.


 


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


 


By 11:00 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 the Currency
in which such Debt Securities are denominated (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.


 


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 the Debt
Securities of that series or portions thereof (in multiples of $1,000) to be
redeemed (i) if such Debt Securities are listed on an exchange, in
compliance with the requirements of the principal national securities exchange
on which such Debt Securities are listed, or (ii) if such Debt Securities
are not listed on an exchange or such exchange has no selection requirements,
in such manner as in its sole discretion the Trustee shall deem appropriate and
fair. 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)


 


25





















 


any interest on the Debt Securities or portions of Debt Securities of
any series so called for redemption shall cease to accrue and any original
issue discount in the case of Original Issue Discount Securities shall cease to
accrue. On presentation and surrender of such Debt Securities at the Place or
Places of Payment in said notice specified, the said Debt Securities or the
specified portions thereof shall be paid and redeemed by the Partnership at the
applicable redemption price, together with any interest accrued thereon to the
date fixed for redemption.


 


Any Debt Security that is to be redeemed only
in part shall be surrendered at the Corporate Trust Office of the Trustee or
such other office or agency of the Partnership as is specified pursuant to Section 2.03,
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, a Board
Resolution 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, a Board Resolution
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 (i) deliver to the Trustee Debt
Securities of that series theretofore purchased or otherwise acquired by the
Partnership or (ii) 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, the applicable Board
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 Board Resolution or supplemental Indenture, the portion thereof, if
any, which is to be


 


26





















 


satisfied by payment of cash in the Currency in which the Debt Securities
of such series are denominated (except as provided pursuant to Section 2.03)
and the portion thereof, if any, which is to be satisfied by delivering and
crediting Debt Securities of that series pursuant to this Section 3.05
(which Debt Securities, if not previously redeemed, will accompany such
certificate) and whether the Partnership intends to exercise its right to make
any permitted optional sinking fund payment with respect to such series. Such
certificate shall also state that no Event of Default has occurred and is
continuing with respect to such series. Such certificate shall be irrevocable
and upon its delivery the Partnership shall be obligated to make the cash
payment or payments therein referred to, if any, on or before 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, the applicable Board
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.


 


At least one business day before each sinking
fund payment date, the Partnership shall pay to the Trustee (or, if the
Partnership is acting as its own paying agent, the Partnership shall segregate
and hold in trust) in cash a sum in the Currency in which the Debt Securities
of such series are denominated (except as provided pursuant to Section 2.03)
equal to any interest accrued to the date fixed for redemption of Debt
Securities or portions thereof to be redeemed on such sinking fund payment date
pursuant to this Section 3.05.


 


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


 


27





















 


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 3. Except as aforesaid, any moneys in the
sinking fund for such series at the time when any such Default or Event of
Default shall occur and any moneys thereafter paid into such sinking fund
shall, during the continuance of such Default or Event of Default, be held as
security for the payment of such Debt Securities; provided, however, that in
case such Default or Event of Default shall have been cured or waived as
provided herein, such moneys shall thereafter be applied on the next sinking
fund payment date for such Debt Securities on which such moneys may be applied
pursuant to the provisions of this Section 3.05.


 


ARTICLE 4

PARTICULAR COVENANTS OF THE PARTNERSHIP


 


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 and in
the Debt Securities. Each installment of interest on the Debt Securities may at
the Partnership’s option be paid by mailing checks for such interest payable to
the Person entitled thereto to the address of such Person as it appears on the
Debt Security Register maintained pursuant to Section 2.07(a).


 


Principal, premium and interest of Debt
Securities of any series shall be considered paid on the date due if on such
date the Trustee or any paying agent holds in accordance with this Indenture
money sufficient to pay in the Currency in which the Debt Securities of such
series are denominated (except as provided pursuant to Section 2.03) all
principal, premium and interest then due.


 


The Partnership shall pay interest on overdue
principal 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, 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 Corporate Trust Office of the Trustee,
and the Partnership hereby appoint the Trustee as its agent to receive all
presentations, surrenders, notices and demands.


 


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


 


SECTION 4.03. APPOINTMENT TO FILL A VACANCY IN THE OFFICE OF
TRUSTEE.


 


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


 


SECTION 4.04. DUTIES OF PAYING AGENTS, ETC.


 


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.


 


If the Partnership or any of its Subsidiaries
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 if any,
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 or its
Subsidiaries 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.


 


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.


 


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


 


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.


 


Unless and until otherwise determined by the
Partnership in Board Resolutions, the Trustee will act as paying agent under
this Indenture. The Partnership may designate a substitute paying agent without
prior notice to the Holders of Debt Securities.


 


SECTION 4.05. STATEMENT BY OFFICERS AS TO DEFAULT.


 


The Partnership will deliver to the Trustee,
on or before a date not more than four months after the end of each fiscal year
of the Partnership (currently ending on December 31 of each year) ending
after the date hereof, an Officers’ Certificate stating, as to each officer
signing such certificate, that (i) in the course of his performance of his
duties as an officer of the General Partner, he would normally have knowledge
of any Default, (ii) whether or not to the best of his knowledge any
Default occurred during such year and (iii) if to the best of his
knowledge the Partnership, is in Default, specifying all such Defaults and what
action the Partnership is taking or proposes to take with respect thereto. The
Partnership also shall comply with Section 314(a)(4) of the Trust
Indenture Act.


 


SECTION 4.06. 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 4.07. CORPORATE, PARTNERSHIP OR LIMITED LIABILITY COMPANY
EXISTENCE.


 


Subject to Article 10, the Partnership
shall do or cause to be done all things necessary to preserve and keep in full
force and effect the corporate existence and related rights and franchises
(charges and statutory) of the Partnership and each of its Subsidiaries;
provided, however, that the Partnership shall not be required to preserve any
such right or franchise for the corporate, partnership or limited liability
company existence of any such Subsidiary if the Board of Directors shall
determine that the preservation thereof is no longer desirable in the conduct
of the business of the Partnership and its Subsidiaries as a whole and that the
loss thereof would not reasonably be expected to have a material adverse effect
on the ability of the Partnership or any obligor on the Debt Securities of any
series to perform their obligations hereunder; and provided, further, however,
that the foregoing shall not prohibit a sale, transfer or conveyance of a
Subsidiary of the Partnership or any of its assets in compliance with the terms
of this Indenture.


 


SECTION 4.08. MAINTENANCE OF PROPERTIES.


 


The Partnership shall cause all material
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 of its
Subsidiaries to be maintained and kept in good condition, repair and working
order (ordinary


 


30





















 


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 reasonable judgment of the
Partnership may be consistent with sound business practice and necessary so
that the business carried on in connection therewith may be properly conducted
at all times; provided, however, that nothing in this Section shall
prevent the Partnership from discontinuing the maintenance of any of such
properties if such discontinuance is, in the reasonable judgment of the Board
of Directors, desirable in the conduct of its business or the business of any
of its Subsidiaries and not reasonably expected to have a material adverse
effect on the ability of the Partnership or any obligor on the Debt Securities
of any series to perform their obligations hereunder.


 


SECTION 4.09. PAYMENT OF TAXES AND OTHER CLAIMS.


 


The Partnership shall pay or discharge or
cause to be paid or discharged, on or before the date the same shall become due
and payable, (i) all taxes, assessments and governmental charges levied or
imposed upon the Partnership or any of its Subsidiaries or otherwise assessed
or upon the income, profits or property of the Partnership or any of its
Subsidiaries if failure to pay or discharge the same could reasonably be
expected to have a material adverse effect on the ability of the Partnership or
any obligor on the Debt Securities of any series to perform their obligations
hereunder and (ii) all lawful claims for labor, materials and supplies,
which, if unpaid, would by law become a Lien upon the property of the
Partnership or any of its Subsidiaries, except for any Lien permitted to be
incurred under the terms of this Indenture, if failure to pay or discharge the
same could reasonably be expected to have a material adverse effect on the
ability of the Partnership or any obligor on the Debt Securities of any series
to perform their obligations hereunder; provided, however, 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 properly instituted
and diligently conducted and in respect of which appropriate reserves (in the
good faith judgment of management of the General Partner) are being maintained
in accordance with GAAP.


 


SECTION 4.10. CALCULATION OF ORIGINAL ISSUE DISCOUNT.


 


The Partnership shall file with the Trustee
promptly at the end of each calendar year (i) a written notice specifying
the amount of original issue discount (including daily rates and accrual
periods) accrued on Outstanding Original Issue Discount Debt Securities as of
the end of such year and (ii) such other specific information relating to
such original issue discount as may then be relevant under the Code.


 


SECTION 4.11. STAY, EXTENSION AND USURY LAWS.


 


The Partnership covenants (to the extent that
it may lawfully do so) that it shall not at any time insist upon, plead or in
any manner whatsoever claim or take the benefit or advantage of, any stay,
extension or usury law wherever enacted, now or at any time hereafter in force,
that may affect the covenants or the performance of this Indenture; and the
Partnership hereby expressly waives all benefit or advantage of any such law,
and covenants that it shall not, by resort to any such law, hinder, delay or
impede the execution of any power herein granted to the Trustee, but shall
suffer and permit the execution of every such power as though no such law has
been enacted.


 


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ARTICLE 5

HOLDERS’ LISTS AND REPORTS


BY THE PARTNERSHIP AND THE
TRUSTEE


 


SECTION 5.01. THE PARTNERSHIP TO FURNISH THE 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
Registered Securities of each series:


 


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


 


(ii)  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 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; MEETINGS OF HOLDERS.


 


Holders may communicate pursuant to Section 312(b) of
the Trust Indenture Act 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 Trust Indenture Act.


 


A meeting of the Holders of Debt Securities
of any or all series may be called at any time and from time to time pursuant
to this Section 5.02 to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided
herein to be made, given or taken by Holders of Debt Securities of such series.


 


The Trustee may at any time call a meeting of
Holders of Debt Securities of any series for any purpose specified herein to be
held at such time and at such place in Richardson, Texas, in The Borough of
Manhattan, The City of New York or in any other location, as the Trustee shall
determine. Notice of every meeting of Holders of any series, setting forth the
time and the place of such meeting and in general terms the action proposed to
be taken at such meeting, shall be given not less than 20 nor more than 180
days prior to the date fixed for the meeting.


 


In case at any time the Partnership, pursuant
to Board Resolutions, or the Holders of at least 10% in aggregate principal
amount of the outstanding Debt Securities of any series, shall have requested
the Trustee for any such series to call a meeting of the Holders of Debt
Securities


 


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of such series for any purpose specified herein, by written request
setting forth in reasonable detail the action proposed to be taken at the meeting,
and the Trustee shall not have made the first publication of the notice of such
meeting within 30 days after receipt of such request or shall not thereafter
proceed to cause the meeting to be held as provided herein, then the
Partnership or the Holders of such series in the amount specified above, as the
case may be, may determine the time and the place in Richardson, Texas, in The
Borough of Manhattan, The City of New York, or in any other location, for such
meeting and may call such meeting for such purposes by giving notice thereof as
provided in the third paragraph of this Section 5.02.


 


SECTION 5.03. REPORTS BY THE PARTNERSHIP.


 


Notwithstanding that the Partnership may not
be required to remain subject to the reporting requirements of Sections 13 or
15(d) of the Exchange Act, the Partnership shall file with the Commission
and provide to the Trustee and the Holders of Debt Securities the annual
reports and the information, documents and other reports that are specified in
Sections 13 and 15(d) of the Exchange Act, and, with respect to the annual
consolidated financial statements only, a report thereon by the Partnership’s
independent auditors; provided, however, that the Partnership shall not be so
obligated to file such information, documents and reports with the Commission
if the Commission does not permit such filings. The Partnership shall comply
with the other provisions of Section 314(a) of the Trust Indenture
Act.


 


The Partnership covenants and agrees, and any
obligor hereunder shall covenant and agree, to file with the Trustee and the
Commission, in accordance with the rules and regulations prescribed from
time to time by said Commission, such additional information, documents, and
reports with respect to compliance by the Partnership or such obligor, as the
case may be, with the conditions and covenants provided for in this Indenture
as may be required from time to time by such rules and regulations.


 


Delivery of such reports, information and
documents to the Trustee is for informational purposes only, and the Trustee’s
receipt of such shall not constitute notice of any information contained
therein or determinable from information contained therein, including the
Partnership’s compliance with any of their covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers’ Certificates).


 


SECTION 5.04. REPORTS BY THE TRUSTEE.


 


The Trustee shall transmit to Holders such
reports concerning the Trustee and its actions under this Indenture as may be
required pursuant to the Trust Indenture Act at the time and in the manner
provided pursuant thereto.


 


Reports pursuant to this Section 5.04
shall be transmitted by mail:


 


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


 


(ii)  except
in the cases of reports under Section 313(b)(2) of the Trust
Indenture Act, 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 5.02.


 


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A copy of each report at the time of its
mailing to Holders shall be filed with the 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 5.05. 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
Board Resolutions, 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 6

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)  the
Partnership defaults for a period of 60 days in the payment when due of
interest on any Debt Securities of that series; or


 


(b)  the
Partnership defaults in the payment when due of principal of or premium, if
any, on any Debt Securities of that series at maturity, upon redemption or
otherwise; or


 


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


 


(d)  failure
on the part of the Partnership to comply with Article 10; or


 


(e)  failure
by the Partnership for 60 days after its receipt of notice to comply from the
Trustee or the Holders of at least 25% in principal amount of the Outstanding
Debt Securities of that series to duly observe or perform any other of the
covenants or agreements on the part of the Partnership in the Debt Securities
of that series in any Board Resolution 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 6.01
specifically dealt with); or


 


(f)  pursuant
to or within the meaning of Bankruptcy Law, the Partnership commences a voluntary
case, consents to the entry of an order for relief against it in an


 


34





















 


involuntary case, consents to the appointment
of a custodian of it or for all or substantially all of its property, makes a
general assignment for the benefit of its creditors, or generally is not paying
its debts as they become due; or


 


(g)  (i) a
court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that is for relief against the Partnership in an involuntary case, appoints
a custodian of the Partnership, or orders the liquidation of the Partnership
and (ii) such order or decree remains unstayed and in effect for 60
consecutive days; or


 


(h)  any
other Event of Default provided under the terms of the Debt Securities of that
series;


 


then and in each and every case that an Event of Default with respect
to Debt Securities of that series at the time Outstanding occurs and is
continuing, by notice to the Partnership either the Trustee or the Holders of
at least 25% in aggregate principal amount of the Debt Securities of that
series then Outstanding, 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), and the premium, if any, and accrued interest on, all the Debt
Securities of that series to be due and payable immediately.


 


The Holders of a majority in principal amount
of the Debt Securities of a particular series by notice to the Trustee may
rescind an acceleration and its consequences if the rescission would not
conflict with any judgment or decree already rendered and if all existing
Events of Default have been cured or waived except nonpayment of principal 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 proceeding had been taken.


 


In case the Trustee or any Holder shall have
proceeded to enforce any right under this Indenture and such proceedings shall
have been discontinued or abandoned because of such rescission or annulment or
for any other reason or shall have been determined adversely to the Trustee or
such Holder, then and in every such case 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.


 


The foregoing Events of Default shall
constitute Events of Default whatever the reason for any such Event of Default
and whether it is voluntary or involuntary or is effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body.


 


The Partnership shall deliver to the Trustee,
within 30 days after the occurrence thereof, written notice in the form of an
Officers’ Certificate of any Event of Default under clause (c), (d), (e), (f), (g) or
(h), its status and what action the Partnership is taking or proposes to take
with respect to the Event of Default.


 


SECTION 6.02. COLLECTION OF INDEBTEDNESS 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


 


35





















 


any such action or proceedings to judgment or final decree, and may
enforce any such judgment or final decree against 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 the Partnership or any other obligor
upon the Debt Securities of such series wherever situated the moneys adjudged
or decreed to be payable).


 


In case there shall be pending proceedings
for the bankruptcy or for the reorganization of the Partnership or any other
obligor upon the Debt Securities of any series under Title 11 of the United
States Code or any other Federal or State bankruptcy, insolvency or similar
law, or in case a receiver, trustee or other similar official shall have been
appointed for its property, or in case of any other similar judicial proceedings
relative to 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 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 necessary 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.


 


36





















 


SECTION 6.03. APPLICATION OF MONEYS COLLECTED BY TRUSTEE.


 


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


 


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


 


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


 


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


 


Fourth: The
remainder, if any, shall be paid to the Partnership, its successors or assigns,
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


 


37





















 


aggregate principal amount of the Outstanding Debt Securities of that
series shall have made written request upon the Trustee to institute such
action or proceedings in respect of such Event of Default in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the loss, 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 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 6
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 6 or by law to the Trustee or to the Holders may be exercised
from time to time, and as often as shall be deemed expedient, by the Trustee or
by the Holders.


 


SECTION 6.06. RIGHTS OF HOLDERS OF MAJORITY IN PRINCIPAL AMOUNT OF
DEBT SECURITIES TO DIRECT TRUSTEE AND TO WAIVE DEFAULT.


 


The Holders of a majority in aggregate
principal amount of the Debt Securities of any series at the time Outstanding
shall have the right to direct the time, method, and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee, with respect to the Debt Securities of such
series; provided, however, that such direction shall not be otherwise than in
accordance with law and the provisions of this Indenture, and that subject to
the provisions of Section 7.01, the Trustee shall have the right to
decline to follow any such direction if the Trustee being advised by counsel
shall determine that the action so directed may not lawfully be taken, or if
the Trustee shall by a Responsible Officer or officers determine that the
action so directed would involve it in personal liability or would be
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


 


38





















 


inconsistent with such direction by such Holders. Prior to the
acceleration of the maturity of the Debt Securities of any series, as provided
in Section 6.01, the Holders of a majority in aggregate principal amount
of the Debt Securities of that series at the time Outstanding may on behalf of
the Holders of all the Debt Securities of that series waive any past Default or
Event of Default and its consequences for that series specified in the terms
thereof as contemplated by Section 2.03, except (i) a Default in the
payment of the principal of, and premium, if any, or interest on, any of the
Debt Securities and (ii) a Default in respect of a provision that under Section 9.02
cannot be amended without the consent of each Holder affected thereby. In case
of any such waiver, such Default shall cease to exist, any Event of Default
arising therefrom shall be deemed to have been cured for every purpose of this
Indenture, and the 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 impair any right consequent thereon.


 


SECTION 6.07. TRUSTEE TO GIVE NOTICE OF DEFAULTS KNOWN TO IT, BUT MAY WITHHOLD
SUCH NOTICE IN CERTAIN CIRCUMSTANCES.


 


The Trustee shall, within 90 days after the
occurrence of a Default known to it with respect to a series of Debt Securities
give to the Holders thereof, in the manner provided in Section 1.07,
notice of all Defaults with respect to such series known to the Trustee, unless
such Defaults shall have been cured or waived before the giving of such notice;
provided that, except in the case of Default in the payment of the principal
of, or premium, if any, or interest on, any of the Debt Securities of such
series or in the making of any sinking fund payment with respect to the Debt
Securities of such series, the Trustee shall be protected in withholding such
notice if and so long as the committee of Responsible Officers of the Trustee
in good faith determine that the withholding of such notice is in the interests
of the Holders thereof.


 


SECTION 6.08. REQUIREMENT OF AN UNDERTAKING TO PAY COSTS IN
CERTAIN SUITS UNDER THIS 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 Trust Indenture Act, 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 twenty-five 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.


 


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ARTICLE 7

CONCERNING THE TRUSTEE


 


SECTION 7.01. CERTAIN DUTIES AND RESPONSIBILITIES.


 


The Trustee, prior to the occurrence of an
Event of Default and after the curing or waiving of all Events of Default which
may have occurred, undertakes to perform such duties and only such duties as
are specifically set forth in this Indenture. In case an Event of Default has
occurred (which has not been cured or waived), the Trustee shall exercise such
of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise, as a prudent person 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, or its own willful misconduct, except that:


 


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


 


(ii)  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:


 


(a)  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; and


 


(b)  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;


 


(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.


 


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


 


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


 


SECTION 7.02. CERTAIN RIGHTS OF TRUSTEE.


 


Except as otherwise provided in Section 7.01:


 


(i)  the
Trustee may conclusively rely and shall be fully 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;


 


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


 


(iii)  the
Trustee may consult with counsel of its own selection, 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;


 


(iv)  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 security or indemnity
reasonably satisfactory to it against the loss, expenses and liabilities which
may be incurred therein or thereby;


 


(v)  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;


 


(vi)  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


 


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by the security afforded to it by the terms
of this Indenture, the Trustee may require indemnity reasonably satisfactory to
it against such costs, expenses or liabilities as a condition to so proceeding;
the Trustee shall be entitled to examine the books, records and premises of the
Partnership, personally or by an agent or attorney at the sole cost of the
Partnership and shall incur no liability or additional liability of any kind by
reason of such inquiry or investigation;


 


(vii)  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;


 


(viii)  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; and


 


(ix)  the
Trustee shall not be deemed to have notice of any Default or Event of Default
unless a Responsible Officer of the Trustee has actual knowledge thereof or
unless written notice of any event which is in fact such a Default is received
by the Trustee at the Corporate Trust Office of the Trustee, and such notice
references the Debt Securities and this Indenture; and


 


(x)  the
rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to,
and shall be enforceable by, the Trustee in each of its capacities hereunder,
and to each agent, custodian and other Person employed by the Trustee to act
hereunder.


 


SECTION 7.03. TRUSTEE NOT LIABLE FOR RECITALS IN INDENTURE OR IN
DEBT SECURITIES.


 


The recitals contained herein and in the Debt
Securities (except the Trustee’s certificate of authentication) shall be taken
as the statements of the 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 Trust Indenture Act
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; provided, however, that if the Trustee acquires any
such conflicting interest and an Event of Default or Default has occurred and
is continuing, the Trustee must eliminate such conflict within 90 days, apply
to the Commission for permission to continue as trustee or resign.


 


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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 an Issuer 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 expenses, disbursements and advances incurred or made by the
Trustee in accordance with any of the provisions of this Indenture (including
the reasonable compensation and the expenses and disbursements of its agents,
attorneys and counsel and of all Persons not regularly in its employ) except
any such expense, disbursement or advances as may arise from its negligence or
bad faith. The Partnership also covenants to fully indemnify in Dollars the
Trustee and any predecessor Trustee for, and to hold it harmless against, any
and all loss, liability, claim, damage or expense incurred without negligence
or willful misconduct 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 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 indebtedness
hereunder and shall survive the satisfaction and discharge of this Indenture.
The Partnership and the Holders agree that such additional indebtedness 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(g) or (h) occurs,
the expenses and the compensation for the services are intended to constitute
expenses of administration under any bankruptcy, insolvency, reorganization or
other similar law.


 


SECTION 7.07. RIGHT OF TRUSTEE TO RELY ON AN OFFICERS’ CERTIFICATE
WHERE NO OTHER EVIDENCE SPECIFICALLY PRESCRIBED.


 


Except as otherwise provided in Section 7.01,
whenever in the administration of the provisions of this Indenture the Trustee
shall deem it necessary or desirable that a matter be proved or established
prior to taking or suffering or omitting any action hereunder, such matter
(unless other evidence in respect thereof be herein specifically prescribed)
may, in the absence of negligence or bad faith on the part of the Trustee, be
deemed to be conclusively proved and established by an Officers’ Certificate
delivered to the Trustee and such certificate, in the absence of negligence or
bad faith on the part of the Trustee, shall be full warrant to the Trustee for
any action taken, suffered or omitted by it under the provisions of this
Indenture upon the faith thereof.


 


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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:


 


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


 


(2)  the
Trustee is adjudged bankrupt or insolvent;


 


(3)  a
receiver or other public officer takes charge of the Trustee or its property;
or


 


(4)  the
Trustee otherwise becomes incapable of acting.


 


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


 


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


 


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 at the
expense of the Partnership 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


 


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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 of its corporate trust
business or assets to, another corporation or banking association, the
resulting, surviving or transferee corporation or banking association without
any further act shall be the successor Trustee.


 


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


 


SECTION 7.10. ELIGIBILITY; DISQUALIFICATION.


 


The Trustee shall at all times satisfy the
requirements of Section 310(a) of the Trust Indenture Act. The
Trustee shall have a combined capital and surplus of at least $50,000,000, as
set forth in its most recent published annual report of condition. No obligor
upon the Debt Securities of a particular series or Person directly or
indirectly controlling, controlled by or under common control with such obligor
shall serve as Trustee upon the Debt Securities of such series. The Trustee
shall comply with Section 310(b) of the Trust Indenture Act;
provided, however, that there shall be excluded from the operation of Section 310(b)(1) of
the Trust Indenture Act, 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 Trust Indenture Act
are met.


 


SECTION 7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE
PARTNERSHIP.


 


The Trustee shall comply with Section 311(a) of
the Trust Indenture Act, excluding any creditor relationship listed in Section 311(b) of
the Trust Indenture Act. A Trustee who had resigned or been removed shall be
subject to Section 311(a) of the Trust Indenture Act 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


 


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any) and interest on the Debt Securities, whether acting as Trustee,
Security Registrar, paying agent or otherwise with respect to the Debt
Securities.


 


SECTION 7.13. TRUSTEE’S APPLICATION FOR INSTRUCTIONS FROM THE
PARTNERSHIP.


 


Any application by the Trustee for written instructions from the Partnership
may, at the option of the Trustee, set forth in writing any action proposed to
be taken or omitted by the Trustee under this Indenture and the date on and/or
after which such action shall be taken or such omission shall be effective. The
Trustee shall not be liable for any action taken by, or omission of, the
Trustee in accordance with a proposal included in such application on or after
the date specified in such application (which date shall not be less than three
business days after the date any officer of the General Partner actually
receives such application, unless such officer shall have consented in writing
to any earlier date) unless prior to taking any such action (or the effective
date in the case of an omission), the Trustee shall have received written
instructions in response to such application specifying the action to be taken
or omitted.


 


ARTICLE 8

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 (i) by any instrument or any number of instruments of similar
tenor executed by Holders in person or by agent or proxy appointed in writing, (ii) by
the record of the Holders voting in favor thereof at any meeting of Holders
duly called and held in accordance with the provisions of Section 5.02 or (iii) by
a combination of such instrument or instruments and any such record of such a
meeting of Holders.


 


SECTION 8.02. PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF
DEBT SECURITIES.


 


Subject to the provisions of Sections 1.13,
7.01 and 7.02, proof of the execution of any instrument by a Holder or his
agent or proxy shall be sufficient if made in accordance with such reasonable rules and
regulations as may be prescribed by the Trustee or in such manner as shall be
satisfactory to the Trustee.


 


The ownership of Registered 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 Registered Security, the Partnership, the Trustee, any paying
agent and any Registrar may deem and treat the Person in whose name any
Registered Security shall be registered upon the books of the Partnership as
the absolute owner of such Registered Security (whether or not such Registered
Security shall be overdue and notwithstanding any notation of ownership or
other writing thereon) for the purpose


 


46





















 


of receiving payment of or on account of the principal of and premium,
if any, and (subject to Section 2.03) interest on such Registered Security
and for all other purposes, and neither the Partnership nor 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 Registered Security.


 


None of the Partnership, the Trustee, any
paying agent or the 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 of the Trustee 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 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
Registered 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 Registered Securities at such record date (or their
duly designated proxies), and only those Persons, shall be entitled to give
such consent or to revoke any consent previously given or to take any such
action, whether or not such Persons continue to be Holders of Registered
Securities after such record date. No such consent shall be valid or effective
for more than 120 days after such record date unless the written 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 9

SUPPLEMENTAL INDENTURES


 


SECTION 9.01. PURPOSES FOR WHICH SUPPLEMENTAL INDENTURE MAY BE
ENTERED INTO WITHOUT CONSENT OF HOLDERS.


 


The Partnership, when authorized by Board
Resolutions, and the Trustee may from time to time and at any time, without the
consent of Holders, enter into an Indenture or Indentures


 


47





















 


supplemental hereto (which shall conform to the provisions of the Trust
Indenture Act as in force at the date of the execution thereof) for one or more
of the following purposes:


 


(a)  to
cure any ambiguity, defect, omission, error or inconsistency contained herein,
in any supplemental Indenture or in the Debt Securities of such series;


 


(b)  to
provide for uncertificated Debt Securities in addition to or in place of
certificated Debt Securities; provided, however, that the uncertificated Debt
Securities are issued in registered form for purposes of Section 163(f) of
the Code of 1986, as amended from time to time, or in a manner such that the
uncertificated Debt Securities are described in Section 163(f)(2)(B) of
the Code;


 


(c)  to
evidence succession, or to provide for the assumption of the Partnership’s
obligations to Holders, pursuant to Article 10;


 


(d)  to
add guarantees with respect to any or all of the Debt Securities or to secure
any or all of the Debt Securities, or any guarantees with respect thereto, in
each case in accordance with the provisions of this Indenture or any
supplemental Indenture; to convey, transfer, assign, mortgage or pledge any
property to or with the Trustee;


 


(e)  to
make any changes that would provide any additional rights or benefits to the
Holders of the Debt Securities or that do not, taken as a whole, adversely
affect the legal rights hereunder of any Holder;


 


(f)  to
comply with the requirements of the Commission to permit the qualification of
this Indenture or any Indenture supplemental hereto under the Trust Indenture
Act 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 Trust Indenture Act;


 


(g)  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;


 


(h)  to
add any additional Events of Default; and


 


(i)  to
release any guarantee or security with respect to any or all of the Debt
Securities, or any guarantees with respect thereto, in each case in accordance
with this Indenture or any supplemental Indenture.


 


The Trustee is hereby authorized to join with
the Partnership 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.


 


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


 


After an amendment under this Section 9.01
becomes effective, the Partnership shall mail to Holders of Debt Securities of
each series affected thereby a notice briefly describing such amendment. The
failure to give such notice to all such Holders, or any defect therein, shall
not impair or affect the validity of an amendment under this Section 9.01.


 


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 a
majority in aggregate principal amount of the outstanding Debt Securities of
each series affected by such supplemental Indenture, the Partnership, when
authorized by Board Resolutions, 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 Trust Indenture Act 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 (i) reduce the percentage in principal amount of Debt
Securities of any series whose Holders must consent to an amendment, supplement
or waiver; (ii) reduce the principal of or change the Stated Maturity of
any Debt Security; (iii) reduce or waive the premium payable upon the
redemption of any Debt Security or alter or waive any provisions by which any
Debt Security may or shall be redeemed in accordance with Article 3; (iv) reduce
the rate of or change the time for payment of interest on any Debt Security; (v) waive
a Default or an Event of Default in the payment of principal of, or premium, if
any, with respect to a Debt Security except for a rescission of an acceleration
of such Debt Securities by the Holders of at least a majority in aggregate
principal amount of such Debt Securities and a waiver of the payment default
that resulted from such acceleration; (vi) release any security that may
have been granted in respect of the Debt Securities; (vii) make any Debt
Security payable in Currency other than that stated in the Debt Security; (viii) make
any change in the provisions of this Indenture relating to waivers of past
Defaults or the rights of Holders to receive payments of principal of or
premium, if any, or interest on the Debt Securities; (ix) waive a
redemption payment with respect to any Debt Security other than as required by
a covenant set forth in the applicable supplemental Indenture; (x) except as
otherwise permitted under this Indenture or any supplemental indenture, with
respect to Debt Securities that are guaranteed, release any guarantor from its
obligations under this Indenture or any supplemental Indenture or under its
guarantee or change any guarantee in any manner that would adversely affect the
rights of Holders of such Debt Securities; or (xi) make any change in Section 6.06
or this Section 9.02.


 


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,
accompanied by copies of Board Resolutions 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


 


49





















 


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


 


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


 


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


 


SECTION 9.03. EFFECT OF SUPPLEMENTAL INDENTURES.


 


Upon the execution of any supplemental
Indenture pursuant to the provisions of this Article 9, 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 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 9.


 


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 9 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.


 


ARTICLE 10

CONSOLIDATION, MERGER, SALE OR CONVEYANCE


 


SECTION 10.01. CONSOLIDATIONS AND MERGERS OF THE PARTNERSHIP.


 


The Partnership may not, directly or
indirectly: (i) consolidate or merge with or into another Person (whether
or not the Partnership is the survivor); or (ii) sell, assign, transfer,
lease, convey or otherwise dispose of all or substantially all of its
properties or assets, in one or more related transactions, to another Person;
unless:


 


50





















 


(1)  either (i) the
Partnership is the surviving entity of such transaction or (ii) the Person
formed by or surviving any such consolidation or merger (if other than the
Partnership) or to which such sale, assignment, transfer, lease, conveyance or
other disposition shall have been made (the “SUCCESSOR COMPANY”) is an entity
organized or existing under the laws of the United States, any state thereof or
the District of Columbia;


 


(2)  the Successor Company assumes
all the obligations of the Partnership under the Debt Securities and this
Indenture pursuant to agreements reasonably satisfactory to the Trustee;


 


(3)  immediately after such
transaction no Default or Event of Default exists; and


 


(4)  the Partnership has delivered
to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
that such consolidation, merger or transfer and, if a supplemental Indenture is
required, such supplemental Indenture complies with this Indenture and all
conditions precedent therein relating to such transaction have been satisfied.


 


SECTION 10.02. RIGHTS AND DUTIES OF SUCCESSOR COMPANY.


 


In case of any consolidation or merger, or
conveyance or transfer of the assets of the Partnership as an entirety or
virtually as an entirety in accordance with Section 10.01, the Successor
Company shall succeed to and be substituted for the Partnership, with the same
effect as if it had been named herein as the party of the first part, and the
Partnership shall be released from all liabilities and obligations, and
relieved of any further obligation, under this Indenture and the Debt
Securities. The Successor Company 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 the Partnership and delivered to the Trustee; and, upon the order of the
Successor Company, 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 the officers of the Partnership to the Trustee for
authentication, and any Debt Securities which the Successor Company thereafter
shall cause to be signed and delivered to the Trustee for that purpose. All the
Debt Securities so issued shall in all respects have the same legal rank and
benefit under this Indenture as the Debt Securities theretofore or thereafter
issued in accordance with the terms of this Indenture as though all such Debt
Securities had been issued at the date of the execution hereof.


 


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


 


ARTICLE 11

SATISFACTION AND DISCHARGE OF INDENTURE;

UNCLAIMED MONEYS; DEFEASANCE


 


SECTION 11.01. APPLICABILITY OF ARTICLE.


 


The provisions of this Article 11
relating to the defeasance of Debt Securities shall be applicable to each
series of Debt Securities except as otherwise specified pursuant to Section 2.03
for Debt Securities of such series.


 


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SECTION 11.02. SATISFACTION AND DISCHARGE OF INDENTURE;
DEFEASANCE.


 


(a)  If at any time the 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 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.


 


(b)  Subject to Sections 11.02(c) 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
Sections 6.01(d), (e) and (h) (“COVENANT DEFEASANCE OPTION”). If the
Partnership exercises its legal defeasance option, the guarantee of any obligor
will terminate with respect to that series of Debt Securities. The Partnership
may exercise its legal defeasance option notwithstanding its prior exercise of
its covenant defeasance option.


 


If the Partnership exercises its legal
defeasance option, payment of the Debt Securities of the defeased series may
not be accelerated because of an Event of Default. If the Partnership exercises
its covenant defeasance option, payment of the Debt Securities of the defeased
series may not be accelerated because of an Event of Default specified in
Sections 6.01(d), (e) and (h) (except to the extent covenants or
agreements reference in such Sections remain applicable.


 


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 the provisions
of clauses (a) and (b) above, the Partnership’s obligations in Sections
2.07, 2.09, 4.02, 4.04, 5.01, 7.06, 7.10, 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:


 


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(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 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 and interest when due on all the Debt Securities of such series to
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(f) or
(g) 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;


 


(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 Company Act of 1940;


 


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


 


(h)  in the event of the covenant
defeasance option, the 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 a 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 11 have been
complied with.


 


Before or after a deposit, the Partnership
may make arrangement satisfactory to the Trustee for the redemption of Debt
Securities of such series at a future date in accordance with Article 3.


 


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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 11. It shall
apply the deposited money and the money from U.S. Government Obligations
through any paying agent and in accordance with this Indenture to the payment
of principal of, and premium, if any, and interest on, the Debt Securities of
the defeased series.


 


SECTION 11.05. REPAYMENT TO THE 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 11
by reason of any legal proceeding or by reason of any order or judgment of any
court or government authority enjoining, restraining or otherwise prohibiting
such application, the Partnership’s obligations under this Indenture and the
Debt Securities of the defeased series shall be revived and reinstated as
though no deposit had occurred pursuant to this Article 11 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 11.


 


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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly signed as of the date first written above.


 


	
   

  	
   KANEB PIPE LINE OPERATING
  PARTNERSHIP, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By:

  	
  Kaneb Pipe Line Company LLC

  
	
   

  	
   

  	
  as General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ HOWARD C. WADSWORTH

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Howard C. Wadsworth

  
	
   

  	
   

  	
   

  	
  Title: Vice
  President, Treasurer

   and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   By

  	
  /s/ MAURI J. COWEN

  	
   

  
	
   

  	
   

  	
  Name: Mauri J. Cowen

  
	
   

  	
   

  	
  Title: Vice President and Trust Officer

  



 


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