exv4w1






Exhibit 4.1





 

 









SPECTRA ENERGY PARTNERS, LP




as Issuer,




ANY SUBSIDIARY GUARANTORS PARTY HERETO,




and


WELLS FARGO BANK, N.A.,




as Trustee




INDENTURE




Dated as of                     , 2009




Debt Securities







 

 










 









 










CROSS-REFERENCE TABLE




	 	 	 
	TIA Section	 	Indenture Section
	310 (a)
	 	7.10
	(b)
	 	7.10
	(c)
	 	N.A.
	311 (a)
	 	7.11
	(b)
	 	7.11
	(c)
	 	N.A.
	312 (a)
	 	5.01
	(b)
	 	5.02
	(c)
	 	5.02
	313 (a)
	 	5.03
	(b)
	 	5.03
	(c)
	 	13.03
	(d)
	 	5.03
	314 (a)
	 	4.05, 4.06
	(b)
	 	N.A.
	(c)(1)
	 	13.05
	(c)(2)
	 	13.05
	(c)(3)
	 	N.A.
	(d)
	 	N.A.
	(e)
	 	13.05
	(f)
	 	N.A.
	315 (a)
	 	7.01
	(b)
	 	6.07 & 13.03
	(c)
	 	7.01
	(d)
	 	7.01
	(e)
	 	6.08
	316 (a) (last
sentence)
	 	1.01
	(a)(1)(A)
	 	6.06
	(a)(1)(B)
	 	6.06
	(a)(2)
	 	9.01(d)
	(b)
	 	6.04
	(c)
	 	5.04
	317 (a)(1)
	 	6.02
	(a)(2)
	 	6.02
	(b)
	 	4.04
	318 (a)
	 	13.07






N.A. means Not Applicable


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





i









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I

	DEFINITIONS AND INCORPORATION BY REFERENCE

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

	DEBT SECURITIES

	 
	 	 	 	 
	Section 2.01. Forms Generally
	 	 	7	 
	Section 2.02. Form of Trustee’s Certificate of Authentication
	 	 	8	 
	Section 2.03. Principal Amount; Issuable in Series
	 	 	8	 
	Section 2.04. Execution of Debt Securities
	 	 	10	 
	Section 2.05. Authentication and Delivery of Debt Securities
	 	 	11	 
	Section 2.06. Denomination of Debt Securities
	 	 	12	 
	Section 2.07. Registration of Transfer and Exchange
	 	 	13	 
	Section 2.08. Temporary Debt Securities
	 	 	14	 
	Section 2.09. Mutilated, Destroyed, Lost or Stolen Debt Securities
	 	 	15	 
	Section 2.10. Cancellation of Surrendered Debt Securities
	 	 	15	 
	Section 2.11. Provisions of the Indenture and Debt Securities for the Sole Benefit of the Parties and the Holders
	 	 	16	 
	Section 2.12. Payment of Interest; Interest Rights Preserved
	 	 	16	 
	Section 2.13. Securities Denominated in Dollars
	 	 	16	 
	Section 2.14. Wire Transfers
	 	 	16	 
	Section 2.15. Securities Issuable in the Form of a Global Security
	 	 	16	 
	Section 2.16. Medium Term Securities
	 	 	19	 
	Section 2.17. Defaulted Interest
	 	 	19	 
	Section 2.18. CUSIP and ISIN Numbers
	 	 	20	 
	 
	 	 	 	 
	ARTICLE III

	REDEMPTION OF DEBT SECURITIES

	 
	 	 	 	 
	Section 3.01. Applicability of Article
	 	 	21	 
	Section 3.02. Notice of Redemption; Selection of Debt Securities
	 	 	21	 
	Section 3.03. Payment of Debt Securities Called for Redemption
	 	 	22	 
	Section 3.04. Mandatory and Optional Sinking Funds
	 	 	23	 
	Section 3.05. Redemption of Debt Securities for Sinking Fund
	 	 	23	 
	 
	 	 	 	 
	ARTICLE IV

	PARTICULAR COVENANTS OF THE PARTNERSHIP

	 
	 	 	 	 
	Section 4.01. Payment of Principal of, and Premium, If Any, and Interest on, Debt Securities
	 	 	25	 






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	 	 	Page
	Section 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities
	 	 	25	 
	Section 4.03. Appointment to Fill a Vacancy in the Office of Trustee
	 	 	26	 
	Section 4.04. Duties of Paying Agents, etc.
	 	 	26	 
	Section 4.05. SEC Reports; Financial Statements
	 	 	27	 
	Section 4.06. Compliance Certificate
	 	 	27	 
	Section 4.07. Further Instruments and Acts
	 	 	28	 
	Section 4.08. Existence
	 	 	28	 
	Section 4.09. Maintenance of Properties
	 	 	28	 
	Section 4.10. Payment of Taxes and Other Claims
	 	 	28	 
	Section 4.11. Waiver of Certain Covenants
	 	 	28	 
	 
	 	 	 	 
	ARTICLE V

	HOLDERS’ LISTS AND REPORTS BY THE TRUSTEE

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

	REMEDIES OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT

	 
	 	 	 	 
	Section 6.01. Events of Default
	 	 	30	 
	Section 6.02. Collection of Debt by Trustee, etc.
	 	 	32	 
	Section 6.03. Application of Money Collected by Trustee
	 	 	33	 
	Section 6.04. Limitation on Suits by Holders
	 	 	34	 
	Section 6.05. Remedies Cumulative; Delay or Omission in Exercise of Rights Not a Waiver of Default
	 	 	35	 
	Section 6.06. Rights of Holders of Majority in Principal Amount of Debt Securities to Direct Trustee and to Waive Default
	 	 	35	 
	Section 6.07. Trustee to Give Notice of Defaults Known to It, but May Withhold Such Notice in Certain Circumstances
	 	 	36	 
	Section 6.08. Requirement of an Undertaking to Pay Costs in Certain Suits under the Indenture or Against the Trustee
	 	 	36	 
	 
	 	 	 	 
	ARTICLE VII

	CONCERNING THE TRUSTEE

	 
	 	 	 	 
	Section 7.01. Certain Duties and Responsibilities
	 	 	36	 
	Section 7.02. Certain Rights of Trustee
	 	 	37	 
	Section 7.03. Trustee Not Liable for Recitals in Indenture or in Debt Securities
	 	 	39	 
	Section 7.04. Trustee, Paying Agent or Registrar May Own Debt Securities
	 	 	39	 
	Section 7.05. Money Received by Trustee to Be Held in Trust
	 	 	39	 
	Section 7.06. Compensation and Reimbursement
	 	 	39	 
	Section 7.07. Right of Trustee to Rely on an Officers’ Certificate Where No Other Evidence Specifically Prescribed
	 	 	40	 
	Section 7.08. Separate Trustee; Replacement of Trustee
	 	 	40	 






iii









 






	 	 	 	 	 
	 	 	Page
	Section 7.09. Successor Trustee by Merger
	 	 	41	 
	Section 7.10. Eligibility; Disqualification
	 	 	42	 
	Section 7.11. Preferential Collection of Claims Against Partnership
	 	 	42	 
	Section 7.12. Compliance with Tax Laws
	 	 	42	 
	 
	 	 	 	 
	ARTICLE VIII

	CONCERNING THE HOLDERS

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

	SUPPLEMENTAL INDENTURES

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

	CONSOLIDATION, MERGER, SALE OR CONVEYANCE

	 
	 	 	 	 
	Section 10.01. Consolidations and Mergers of the Partnership
	 	 	47	 
	Section 10.02. Rights and Duties of Successor Partnership
	 	 	48	 
	 
	 	 	 	 
	ARTICLE XI

	SATISFACTION AND DISCHARGE OF

	INDENTURE; DEFEASANCE; UNCLAIMED MONEY

	 
	 	 	 	 
	Section 11.01. Applicability of Article
	 	 	48	 
	Section 11.02. Satisfaction and Discharge of Indenture; Defeasance
	 	 	48	 
	Section 11.03. Conditions of Defeasance
	 	 	50	 
	Section 11.04. Application of Trust Money
	 	 	51	 
	Section 11.05. Repayment to Partnership
	 	 	51	 
	Section 11.06. Indemnity for U.S. Government Obligations
	 	 	51	 
	Section 11.07. Reinstatement
	 	 	51	 
	 
	 	 	 	 
	ARTICLE XII

	[RESERVED]

	 
	 	 	 	 
	ARTICLE XIII

	MISCELLANEOUS PROVISIONS

	 
	 	 	 	 
	Section 13.01. Successors and Assigns of Partnership Bound by Indenture
	 	 	51	 
	Section 13.02. Acts of Board, Committee or Officer of Successor Partnership Valid
	 	 	52	 
	Section 13.03. Required Notices or Demands
	 	 	52	 






iv









 






	 	 	 	 	 
	 	 	Page
	Section 13.04. Indenture and Debt Securities to Be Construed in Accordance with the Laws of the State of New York
	 	 	53	 
	Section 13.05. Officers’ Certificate and Opinion of Counsel to Be Furnished upon Application or Demand by the Partnership
	 	 	53	 
	Section 13.06. Payments Due on Legal Holidays
	 	 	53	 
	Section 13.07. Provisions Required by TIA to Control
	 	 	54	 
	Section 13.08. Computation of Interest on Debt Securities
	 	 	54	 
	Section 13.09. Rules by Trustee, Paying Agent and Registrar
	 	 	54	 
	Section 13.10. No Recourse Against Others
	 	 	54	 
	Section 13.11. Severability
	 	 	54	 
	Section 13.12. Effect of Headings
	 	 	54	 
	Section 13.13. Indenture May Be Executed in Counterparts
	 	 	54	 
	 
	 	 	 	 
	ARTICLE XIV

	GUARANTEE

	 
	 	 	 	 
	Section 14.01. Unconditional Guarantee
	 	 	54	 
	Section 14.02. Execution and Delivery of Guarantee
	 	 	56	 
	Section 14.03. Limitation on Subsidiary Guarantors’ Liability
	 	 	57	 
	Section 14.04. Release of Subsidiary Guarantors from Guarantee
	 	 	57	 
	Section 14.05. Subsidiary Guarantor Contribution
	 	 	58	 






Notation of Guarantee      Annex A




v









 





     THIS INDENTURE dated as of ___, 2009 is among Spectra Energy Partners, LP, a Delaware
limited partnership (the “Partnership”), any Subsidiary
Guarantors (as defined herein) that may become parties hereto, and Wells Fargo Bank, N.A., a national banking
association, as trustee (the “Trustee”).



RECITALS
OF THE PARTNERSHIP AND ANY SUBSIDIARY GUARANTORS




     The Partnership
and any Subsidiary Guarantors have duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of the Partnership’s debentures,
notes, bonds or other evidences of indebtedness to be issued in one or more series unlimited as to
principal amount (herein called the “Debt Securities”), and the Guarantee by each of the Subsidiary
Guarantors of the Debt Securities, as in this Indenture provided.



     The Partnership
and any Subsidiary Guarantors are members of the same consolidated group of
companies. Any Subsidiary Guarantors will derive direct and indirect economic benefit from the
issuance of the Debt Securities. Accordingly, any Subsidiary Guarantor has duly authorized the
execution and delivery of this Indenture to provide for its full, unconditional and joint and
several guarantee of the Debt Securities to the extent provided in or pursuant to this Indenture.



     All
things necessary to make this Indenture a valid agreement of the
Partnership and any
Subsidiary Guarantors, in accordance with its terms, have been done.



     NOW, THEREFORE, THIS INDENTURE WITNESSETH



     That in order to declare the terms and conditions upon which the Debt Securities are
authenticated, issued and delivered, and in consideration of the premises, and of the purchase and
acceptance of the Debt Securities by the holders thereof, the
Partnership, any Subsidiary
Guarantors and the Trustee covenant and agree with one other, for the benefit of the respective
Holders from time to time of the Debt Securities or any series thereof, as follows:



ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE




     Section 1.01. Definitions.



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



     “Agent” means any Registrar or paying agent.



 









 





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



     “Board of Directors” means the board of directors of the General Partner or any authorized
committee of the board of directors of the General Partner or any directors and/or officers of the
General Partner to whom such board of directors or such committee shall have duly delegated its
authority to act hereunder. If the Partnership shall change its form of entity to other than a
limited partnership, the references to the board of directors of the General Partner shall mean the
board of directors (or other comparable governing body) of the Partnership.



     “Business Day” means any day other than a Legal Holiday.



     The term “capital stock” of any Person means and includes any and all shares, rights to
purchase, warrants or options (whether or not currently exercisable), participations or other
equivalents of or interests in (however designated) the equity (which includes, but is not limited
to, common stock, preferred stock and partnership and joint venture interests) of such Person
(excluding any debt securities that are convertible into, or exchangeable for, such equity).



     “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law.



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



     “Debt Security” or “Debt Securities” has the meaning stated in the first recital of this
Indenture and more particularly means any debt security or debt securities, as the case may be, of
any series authenticated and delivered under this Indenture.



     “Default” means any event, act or condition that is, or after notice or the passage of time or
both would be, an Event of Default.



     “Depositary” means, unless otherwise specified by the Partnership pursuant to either
Section 2.03 or 2.15, with respect to Debt Securities of any series issuable or issued in whole or
in part in the form of one or more Global Securities, The Depository Trust Company, New York, New
York, or any successor thereto registered as a clearing agency under the Exchange Act or other
applicable statute or regulations.



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



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



     “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.



2









 





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



     “General Partner” means Spectra Energy Partners GP, LLC, a Delaware limited liability company,
and its successors as general partner of the general partner of the Partnership.



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



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



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



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



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



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



3









 





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



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



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



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



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




	 	(a)	 	Debt Securities of that series theretofore canceled by the Trustee or
delivered to the Trustee for cancellation;
	 
	 	(b)	 	Debt Securities of that series for whose payment or redemption money in
the necessary amount has been theretofore deposited with the Trustee or any
paying agent (other than the Partnership) in trust or set aside and segregated
in trust by the Partnership (if the Partnership shall act as its own paying
agent) for the Holders of such Debt Securities; provided, that, if such Debt
Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee
has been made; and
	 
	 	(c)	 	Debt Securities of that series which have been paid pursuant to
Section 2.09 or in exchange for or in lieu of which other Debt Securities have
been authenticated and delivered pursuant to this Indenture, other than any
such Debt Securities in respect of which there shall have been presented to the
Trustee proof satisfactory to it that such Debt Securities are held by a bona
fide purchaser in whose hands such Debt Securities are valid obligations of the
Partnership;




provided, however, that in determining whether the Holders of the requisite principal amount of the
Outstanding Debt Securities of any series have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, Debt Securities owned by the Partnership or any other obligor
upon the Debt Securities or any Affiliate of the Partnership or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall
be protected in relying upon any such request, demand, authorization, direction, notice, consent or
waiver, only Debt Securities which a Trust Officer actually knows to be so


4









 






owned shall be so disregarded. Debt Securities so owned which have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee’s right so to act with respect to such Debt Securities and that the pledgee is not the
Partnership or any other obligor upon the Debt Securities or an Affiliate of the Partnership or of
such other obligor. In determining whether the Holders of the requisite principal amount of
Outstanding Debt Securities have given any request, demand, authorization, direction, notice,
consent or waiver hereunder, the principal amount of an Original Issue Discount Debt Security that
shall be deemed to be Outstanding for such purposes shall be the amount of the principal thereof
that would be due and payable as of the date of such determination upon a declaration of
acceleration of the maturity thereof pursuant to Section 6.01.




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



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



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



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



     “SEC” means the Securities and Exchange Commission.



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



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



     “Subsidiary” of any Person means:




	 	(1)	 	any corporation, association or other business entity of which more
than 50% of the total voting power of equity interests entitled, without regard
to the occurrence of any contingency, to vote in the election of directors,




5









 






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





     “Subsidiary
Guarantors” means any Subsidiary of the Partnership that may execute this
Indenture, or a supplement thereto, for the purpose of providing a Guarantee of Debt Securities
pursuant to this Indenture, in each case until a successor Person or Persons shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter “Subsidiary Guarantors”
shall mean such successor Person or Persons.



     “TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§77aaa-77bbbb), as in
effect on the date of this Indenture as originally executed and, to the extent required by law, as
amended.



     “Trustee” initially means Wells Fargo Bank, N.A. and any other Person or Persons appointed as
such from time to time pursuant to Section 7.08, and, subject to the provisions of Article VII,
includes its or their successors and assigns. If at any time there is more than one such Person,
“Trustee” as used with respect to the Debt Securities of any series shall mean the Trustee with
respect to the Debt Securities of that series.



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



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



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



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



6









 





     Section 1.02. Other Definitions.



	 	 	 	 	 
	Term	 	Defined in Section
	“Debt Security Register”
	 	 	2.07	 
	“Defaulted Interest”
	 	 	2.17	 
	“Event of Default”
	 	 	6.01	 
	“Funding Guarantor”
	 	 	14.05	 
	“Guarantee”
	 	 	14.01	 
	“Place of Payment”
	 	 	2.03	 
	“Registrar”
	 	 	2.07	 
	“Successor Partnership”
	 	 	10.01	 






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



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



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



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



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



     (c) “or” is not exclusive;



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



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



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



ARTICLE II

DEBT SECURITIES




     Section 2.01. Forms Generally. The Debt Securities of each series shall be in substantially the form
established without the approval of any Holder by or pursuant to a resolution of the Board of
Directors or in one or more Indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or permitted by this
Indenture, and may have
such letters, numbers or other marks of identification and such legends or endorsements placed
thereon as the Partnership may deem appropriate (and, if not contained in a supplemental Indenture
entered into in accordance with Article IX, as are not prohibited by the provisions of this
Indenture) or as may be required or appropriate to comply with any law or with any rules made
pursuant thereto or with any rules of



7









 







any securities exchange on which such series of Debt
Securities may be listed, or to conform to general usage, or as may, consistently herewith, be
determined by the officers executing such Debt Securities as evidenced by their execution of the
Debt Securities.



     The definitive Debt Securities of each series shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined by the officers
executing such Debt Securities, as evidenced by their execution of such Debt Securities.



     Section 2.02. Form of Trustee’s Certificate of Authentication. The Trustee’s certificate of
authentication on all Debt Securities authenticated by the Trustee shall be in substantially the
following form:



TRUSTEE’S CERTIFICATE OF AUTHENTICATION




     This is one of the Debt Securities of the series designated therein referred to in the
within-mentioned Indenture.



	 	 	 	 	 
	 	WELLS FARGO BANK, N.A.,

As Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




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



     The Debt Securities may be issued in one or more series in fully registered form. There shall
be established, without the approval of any Holders, in or pursuant to a resolution of the Board of
Directors and set forth in an Officers’ Certificate, or established in one or more Indentures
supplemental hereto, prior to the issuance of Debt Securities of any series any or all of the
following:



     (a) the title of the Debt Securities of the series (which shall distinguish the Debt
Securities of the series from all other Debt Securities);



     (b) any limit upon the aggregate principal amount of the Debt Securities of the series which
may be authenticated and delivered under this Indenture (except for Debt Securities authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt
Securities of the series pursuant to this Article II);



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



     (d) the rate or rates (which may be fixed or variable) at which the Debt Securities of the
series shall bear interest, if any, or the method of determining such rate or rates, the date or
dates from which such interest shall accrue, the interest payment dates on which such interest



8









 







shall be payable, or the method by which such date will be determined, the record dates for the
determination of Holders thereof to whom such interest is payable, or the method by which such date
will be determined; and the basis upon which interest will be calculated if other than that of a
360-day year of twelve thirty-day months;



     (e) the place or places, if any, in addition to the corporate trust office of the Trustee in
New York, New York, where the principal of, and premium, if any, and interest on, Debt Securities
of the series shall be payable (“Place of Payment”);



     (f) the price or prices at which, the period or periods within which and the terms and
conditions upon which Debt Securities of the series may be redeemed, in whole or in part, at the
option of the Partnership or otherwise;



     (g) whether Debt Securities of the series are entitled to the benefits of the Guarantee of any
Subsidiary Guarantor pursuant to this Indenture;



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



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



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



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



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



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



9









 





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



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



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



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



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



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



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



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



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



     Section 2.04. Execution of Debt Securities. The Debt Securities shall be signed on behalf of the
Partnership by the Chairman of the Board, the President or a Vice President of the General Partner
and, if the seal of the General Partner is reproduced thereon, it shall be attested by its
Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the
Debt Securities may be the manual or facsimile
signatures of the present or any future such authorized officers and may be imprinted or otherwise
reproduced on the Debt Securities. The seal of the General Partner, if any, may be in the form of
a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt
Securities.



10









 





     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 General Partner on behalf of the Partnership shall be conclusive
evidence that the Debt Security so authenticated has been duly authenticated and delivered
hereunder.



     In case any officer of the 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 General Partner 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.



     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 a Partnership Order. In
authenticating such Debt Securities, and accepting the additional responsibilities under this
Indenture in relation to such Debt Securities, the Trustee shall be entitled to receive, and
(subject to Section 7.01) shall be fully protected in relying upon:



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



     (b) an executed supplemental Indenture, if any;



     (c) an Officers’ Certificate; and



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




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




     (ii) that the terms of such Debt Securities have been established by or pursuant to a
resolution of the Board of Directors or by a supplemental Indenture as permitted by
Section 2.03 in conformity with the provisions of this Indenture;




     (iii) that such Debt Securities, when authenticated and delivered by the Trustee and
issued by the Partnership in the manner and subject to any conditions specified in such
Opinion of Counsel, will constitute valid and legally binding obligations of the
Partnership, enforceable in accordance with their terms except as the enforceability



11









 







thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement
of creditors’ rights generally and rights of acceleration and the availability of equitable
remedies may be limited by equitable principles of general applicability;




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




     (v) that the issuance of such Debt Securities will not contravene the organizational
documents of the Partnership or result in any material violation of any of the terms or
provisions of any law or regulation or of any material indenture, mortgage or other
agreement known to such counsel by which the Partnership is bound;




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




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



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



     The Trustee shall have the right to decline to authenticate and deliver any Debt Securities
under this Section 2.05 if the Trustee, being advised by counsel, determines that such action may
not lawfully be taken or if the Trustee in good faith by its board of directors or trustees,
executive committee or a trust committee of directors, trustees or officers (or any combination
thereof) shall determine that such action would expose the Trustee to personal liability to
existing Holders.



     The Trustee may appoint an authenticating agent reasonably acceptable to the Partnership to
authenticate Debt Securities of any series. Unless limited by the terms of such appointment, an
authenticating agent may authenticate Debt Securities whenever the Trustee may do so. Each
reference in this Indenture to authentication by the Trustee includes authentication by such agent.
An authenticating agent has the same rights as any Registrar, paying agent or agent for service of
notices and demands.



     Unless otherwise provided in the form of Debt Security for any series, each Debt Security
shall be dated the date of its authentication.



     Section 2.06. Denomination of Debt Securities. Unless otherwise provided in the form of Debt Security for any series, the Debt Securities of
each series shall be issuable only as fully registered Debt Securities in such Dollar denominations
as shall be specified or contemplated by Section 2.03. In the absence of any such specification
with respect to the Debt Securities of any series, the Debt Securities of such series shall be
issuable in denominations of $1,000 and any integral multiple thereof.



12









 





     Section 2.07. Registration of Transfer and Exchange.



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



     Unless and until otherwise determined by the Partnership, the Debt Security Register shall be
kept at the corporate trust office of the Trustee referred to in Section 13.03 and, for this
purpose, the Trustee shall be designated “Registrar.”



     Debt Securities of any series (other than a Global Security, except as set forth below) may be
exchanged for a like aggregate principal amount of Debt Securities of the same series of other
authorized denominations. Subject to Section 2.15, Debt Securities to be exchanged shall be
surrendered at the office or agency to be maintained by the Partnership as provided in
Section 4.02, and the Partnership shall execute and the Trustee shall authenticate and deliver in
exchange therefor the Debt Security or Debt Securities which the Holder making the exchange shall
be entitled to receive.



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



     All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the
valid obligations of the Partnership, evidencing the same debt, and entitled to the same benefits
under this Indenture as the Debt Securities surrendered for such exchange or transfer.



     No service charge shall be made for any exchange or registration of transfer of Debt
Securities (except as provided by Section 2.09), but the Partnership may require payment of a sum
sufficient to cover any tax, fee, assessment or other governmental charge that may be imposed in
relation thereto, other than those expressly provided in this Indenture to be made at the
Partnership’s own expense or without expense or without charge to the Holders.



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



13









 





     Prior to the due presentation for registration of transfer of any Debt Security, the
Partnership, the Subsidiary Guarantors, the Trustee, any paying agent or any Registrar may deem and
treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt
Security for the purpose of receiving payment of or on account of the principal of, and premium, if
any, and (subject to Section 2.12) interest on, such Debt Security and for all other purposes
whatsoever, whether or not such Debt Security is overdue, and none of the Partnership, the
Subsidiary Guarantors, the Trustee, any paying agent or any Registrar shall be affected by notice
to the contrary.



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



     Section 2.08. Temporary Debt Securities. Pending the preparation of definitive Debt Securities of any
series, the Partnership may execute and the Trustee shall authenticate and deliver temporary Debt
Securities (printed, lithographed, photocopied, typewritten or otherwise produced) of any
authorized denomination, and substantially in the form of the definitive Debt Securities in lieu of
which they are issued, in registered form with such omissions, insertions and variations as may be
appropriate for temporary Debt Securities, all as may be determined by the Partnership with the
concurrence of the Trustee. Temporary Debt Securities may contain such reference to any provisions
of this Indenture as may be appropriate. Every temporary Debt Security shall be executed by the
Partnership and be authenticated by the Trustee upon the same conditions and in substantially the
same manner, and with like effect, as the definitive Debt Securities.



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



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



14









 





     Section 2.09. Mutilated, Destroyed, Lost or Stolen Debt Securities. If (a) any mutilated Debt Security
is surrendered to the Trustee at its corporate trust office or (b) the Partnership and the Trustee
receive evidence to their satisfaction of the destruction, loss or theft of any Debt Security, and
there is delivered to the Partnership and the Trustee such security or indemnity as may be required
by them to save each of them and any paying agent harmless, and neither the Partnership nor the
Trustee receives notice that such Debt Security has been acquired by a protected purchaser, then
the Partnership shall execute and, upon a Partnership Order, the Trustee shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Debt Security,
a new Debt Security of the same series of like tenor, form, terms and principal amount, bearing a
number not contemporaneously Outstanding. Upon the issuance of any substituted Debt Security, the
Partnership or the Trustee may require the payment of a sum sufficient to cover any tax, fee,
assessment or other governmental charge that may be imposed in relation thereto and any other
expenses connected therewith. In case any Debt Security which has matured or is about to mature or
which has been called for redemption shall become mutilated or be destroyed, lost or stolen, the
Partnership may, instead of issuing a substituted Debt Security, pay or authorize the payment of
the same (without surrender thereof except in the case of a mutilated Debt Security) if the
applicant for such payment shall furnish the Partnership and the Trustee with such security or
indemnity as either may require to save it harmless from all risk, however remote, and, in case of
destruction, loss or theft, evidence to the satisfaction of the Partnership and the Trustee of the
destruction, loss or theft of such Debt Security and of the ownership thereof.



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



     Section 2.10. Cancellation of Surrendered Debt Securities. All Debt Securities surrendered for payment,
redemption, registration of transfer or exchange shall, if surrendered to the Partnership or any
paying agent or a Registrar, be delivered to the Trustee for cancellation by it, or if surrendered
to the Trustee, shall be canceled by it, and no
Debt Securities shall be issued in lieu thereof except as expressly permitted by any of the
provisions of this Indenture. All canceled Debt Securities held by the Trustee shall be destroyed
(subject to the record retention requirements of the Exchange Act) and certification of their
destruction delivered to the Partnership, unless otherwise directed. On request of the
Partnership, the Trustee shall deliver to the Partnership canceled Debt Securities held by the
Trustee. If the Partnership shall acquire any of the Debt Securities, however, such acquisition
shall not operate as a redemption or satisfaction of the Debt represented thereby unless and until
the same are delivered or surrendered to the Trustee for cancellation. The Partnership may not
issue new Debt Securities to replace Debt Securities it has redeemed, paid or delivered to the
Trustee for cancellation.



15









 





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



     Section 2.12. Payment of Interest; Interest Rights Preserved.



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



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



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



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



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



     (a) If the Partnership shall establish pursuant to Sections 2.01 and 2.03 that the Debt
Securities of a particular series are to be issued in whole or in part in the form of one or more
Global Securities, then the Partnership shall execute and the Trustee or its agent shall, in
accordance with Section 2.05, authenticate and deliver, such Global Security or Securities, which
shall represent, and shall be denominated in an amount equal to the aggregate principal amount of,
the Outstanding Debt Securities of such series to be represented by such Global Security or
Securities, or such portion thereof as the Partnership shall specify in an Officers’ Certificate,



16









 







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



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



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



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



     (b) Notwithstanding any other provision of this Section 2.15 or of Section 2.07 to the
contrary, and subject to the provisions of paragraph (c) below, unless the terms of a Global
Security expressly permit such Global Security to be exchanged in whole or in part for
definitive Debt Securities in registered form, a Global Security may be transferred, in whole but
not in part and in the manner provided in Section 2.07, only by the Depositary to a nominee of the
Depositary for such Global Security, or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary, or by the Depositary or a nominee of the Depositary to a successor
Depositary for such Global Security selected or approved by the Partnership, or to a nominee of
such successor Depositary.




(c) (i) If at any time the Depositary for a Global Security or Securities notifies the
Partnership that it is unwilling or unable to continue as Depositary for such Global
Security or Securities or if at any time the Depositary for the Debt Securities for such
series shall no longer be eligible or in good standing under the Exchange Act or other
applicable statute, rule or regulation, the Partnership shall appoint a successor Depositary
with respect to such Global Security or Securities. If a successor Depositary for such
Global Security or Securities is not appointed by the Partnership within 90 days after the
Partnership receives such notice or becomes aware of such ineligibility, the Partnership
shall execute, and the Trustee or its agent, upon receipt of a Partnership Order for the
authentication and delivery of such individual Debt Securities of such series in exchange
for such Global Security or Securities, will authenticate and deliver, individual Debt



17









 







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




(ii) The Partnership may at any time and in its 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 a Partnership
Order for the authentication and delivery of individual Debt Securities of such series in
exchange in whole or in part for such Global Security or Securities, will authenticate and
deliver individual Debt Securities of such series of like tenor and terms in definitive form
in an aggregate principal amount equal to the principal amount of such series or portion
thereof in exchange for such Global Security or Securities.




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




(iv) In any exchange provided for in any of the preceding three paragraphs, the Partnership
will execute and the Trustee or its agent will authenticate and deliver individual Debt
Securities. Upon the exchange of the entire principal amount of a Global Security for
individual Debt Securities, such Global Security shall be canceled by the Trustee or its
agent. Except as provided in the preceding paragraph, Debt Securities issued in exchange
for a Global Security pursuant to this Section 2.15 shall be registered in such names and in
such authorized denominations as the Depositary for such Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall instruct the
Trustee or the Registrar. The Trustee or the Registrar shall deliver such Debt Securities
to the Persons in whose names such Debt Securities are so registered.




(v) Payments in respect of the principal of and interest on any Debt Securities issued in
global form and 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, the Subsidiary Guarantors and the Trustee may treat the Person
in whose name the Debt Securities, including the Global Security, are registered as the
owner thereof for the purpose of receiving such payments and for any



18









 







and all other purposes
whatsoever. None of the Partnership, the Subsidiary Guarantors, the Trustee, any Registrar,
the paying agent or any agent of the Partnership or the Trustee will have any responsibility
or liability for any aspect of the records relating to or payments made on account of the
beneficial ownership interests of the Global Security by the Depositary or its nominee or
any of the Depositary’s direct or indirect participants, or for maintaining, supervising or
reviewing any records of the Depositary, its nominee or any of its direct or indirect
participants relating to the beneficial ownership interests of the Global Security, the
payments to the beneficial owners of the Global Security of amounts paid to the Depositary
or its nominee, or any other matter relating to the actions and practices of the
Depositary, its nominee or any of its direct or indirect participants. None of the
Partnership, the Subsidiary Guarantors, the Trustee or any such agent will be liable for any
delay by the Depositary, its nominee, or any of its direct or indirect participants in
identifying the beneficial owners of the Debt Securities, and the 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 individual Debt Securities to be
issued).



     Section 2.16. Medium Term Securities. Notwithstanding any contrary provision herein, if all Debt
Securities of a series are not to be originally issued at one time, it shall not be necessary for
the Partnership to deliver to the Trustee an Officers’ Certificate, resolutions of the Board of
Directors, supplemental Indenture, Opinion of Counsel or written order or any other document
otherwise required pursuant to Section 2.01, 2.03, 2.05 or 13.05 at or prior to the time of
authentication of each Debt Security of such series if such documents are delivered to the Trustee
or its agent at or prior to the authentication upon original issuance of the first such Debt
Security of such series to be issued; provided, that any
subsequent request by the Partnership to the Trustee to authenticate Debt Securities of such series
upon original issuance shall constitute a representation and warranty by the Partnership that, as
of the date of such request, the statements made in the Officers’ Certificate delivered pursuant to
Section 2.05 or 13.05 shall be true and correct as if made on such date and that the Opinion of
Counsel delivered at or prior to such time of authentication of an original issuance of Debt
Securities shall specifically state that it shall relate to all subsequent issuances of Debt
Securities of such series that are identical to the Debt Securities issued in the first issuance of
Debt Securities of such series.



     A Partnership Order delivered by the Partnership to the Trustee in the circumstances set forth
in the preceding paragraph, may provide that Debt Securities which are the subject thereof will be
authenticated and delivered by the Trustee or its agent on original issue from time to time upon
the telephonic or written order of Persons designated in such written order (any such telephonic
instructions to be promptly confirmed in writing by such Person) and that such Persons are
authorized to determine, consistent with the Officers’ Certificate, supplemental Indenture or
resolution of the Board of Directors relating to such written order, such terms and conditions of
such Debt Securities as are specified in such Officers’ Certificate, supplemental Indenture or such
resolution.



     Section 2.17. Defaulted Interest. Any interest on any Debt Security of a particular series which is
payable, but is not punctually paid or duly provided for, on the dates and in the manner provided
in the Debt Securities of such series and in this Indenture (herein called



19









 







“Defaulted Interest”)
shall forthwith cease to be payable to the Holder thereof on the relevant record date by virtue of
having been such Holder, and such Defaulted Interest may be paid by the Partnership, at its
election in each case, as provided in clause (i) or (ii) below:




     (i) The Partnership may elect to make payment of any Defaulted Interest to the Persons
in whose names the Debt Securities of such series are registered at the close of business on
a special record date for the payment of such Defaulted Interest, which shall be fixed in
the following manner. The Partnership shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each such Debt Security of such series and the
date of the proposed payment, and at the same time the Partnership shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of
such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such
deposit prior to the date of the proposed payment, such money when deposited to be held in
trust for the benefit of the Persons entitled to such Defaulted Interest as in this
clause provided. Thereupon the Trustee shall fix a special record date for the payment of
such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior
to the date of the proposed payment and not less than 10 days after the receipt by the
Trustee of the notice of the proposed payment. The Trustee shall promptly notify the
Partnership of such special record date and, in the name and at the expense of the
Partnership, shall cause notice of the proposed payment of such Defaulted Interest and the
special record date therefor to be mailed, first class postage pre-paid, to each Holder
thereof at its address as it appears in the Debt Security Register, not less than 10 days
prior to such special record date. Notice of the
proposed payment of such Defaulted Interest and the special record date therefor having
been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Debt
Securities of such series are registered at the close of business on such special record
date.




     (ii) The Partnership may make payment of any Defaulted Interest on the Debt Securities
of such series in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Debt Securities of such series may be listed, and upon such
notice as may be required by such exchange, if, after notice given by the Partnership to the
Trustee of the proposed payment pursuant to this clause, such manner of payment shall be
deemed practicable by the Trustee.



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



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ARTICLE III

REDEMPTION OF DEBT SECURITIES




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



     Section 3.02. Notice of Redemption; Selection of Debt Securities. In case the Partnership shall desire
to exercise the right to redeem all or, as the case may be, any part of the Debt Securities of any
series in accordance with their terms, by resolution of the Board of Directors or a supplemental
Indenture, the Partnership shall fix a date for redemption and shall give notice of such redemption
at least 30 and not more than 60 days prior to the date fixed for redemption to the Holders of Debt
Securities of such series so to be redeemed as a whole or in part, in the manner provided in
Section 13.03; provided, however, such notice may be given more than 60 days prior to the
Redemption Date if the notice is given in connection with a satisfaction and discharge pursuant to
Section 11.02(a). 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 Redemption Date, (ii) the redemption
price at which Debt Securities of such series are to be redeemed (or the method of calculating such
redemption price), (iii) the Place or Places of Payment that payment will be made upon presentation
and surrender of such Debt Securities, (iv) that any interest accrued to the Redemption Date will
be paid as specified in said notice, (v) that the redemption is for a sinking fund payment (if
applicable), (vi) that, unless otherwise specified in such notice, if the Partnership defaults in
making such redemption payment, the paying agent is prohibited from making such payment pursuant to
the terms of this Indenture, (vii) that on and after said date any interest thereon or on the
portions thereof to be redeemed will cease to accrue, (viii) that in the case of Original Issue
Discount Securities original issue discount accrued after the Redemption Date will cease to accrue,
(ix) the terms of the Debt Securities of that series pursuant to which the Debt Securities of that
series are being redeemed and (x) that no representation is made as to the correctness or accuracy
of the CUSIP or ISIN number, if any, listed in such notice or printed on the Debt Securities of
that series. If less than all the Debt Securities of a series are to be redeemed at any time, the
notice of redemption shall specify the certificate 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 Redemption Date, upon surrender of such Debt Security, a new Debt Security or
Debt Securities of that series in principal amount equal to the unredeemed portion thereof, will be
issued.



     At least five days before giving of any notice of redemption, unless the Trustee consents to a
shorter period, the Partnership shall give written notice to the Trustee of the Redemption Date,
the principal amount of Debt Securities to be redeemed and the series and terms of the Debt
Securities pursuant to which such redemption will occur. Such notice shall be



21









 







accompanied by an
Officers’ Certificate and an Opinion of Counsel from the Partnership to the effect that such
redemption will comply with the conditions herein, and such notice may be revoked at any time prior
to the giving of a notice of redemption to the Holders pursuant to this Section 3.02. If fewer
than all the Debt Securities of a series are to be redeemed, the record date relating to such
redemption shall be selected by the Partnership and given in writing to the Trustee, which record
date shall be not less than 15 days after the date of notice to the Trustee.



     By 11 a.m., New York City time, on the Redemption Date for any Debt Securities, the
Partnership shall deposit with the Trustee or with a paying agent (or, if the Partnership is acting
as its own paying agent, segregate and hold in trust) an amount of money in Dollars (except as
provided pursuant to Section 2.03) sufficient to pay the redemption price of such Debt Securities
or any portions thereof that are to be redeemed on that date, together with any interest accrued to
the Redemption Date.



     If less than all the Debt Securities of like tenor and terms of a series are to be redeemed
(other than pursuant to a mandatory sinking fund), the Trustee shall select, on a pro rata basis,
by lot or by such other method as in its sole discretion it shall deem appropriate and fair, the
Debt Securities of that series or portions thereof (in multiples of $1,000) to be redeemed. In any
case where more than one Debt Security of such series is registered in the same name, the Trustee
in its discretion may treat the aggregate principal amount so registered as if it were represented
by one Debt Security of such series. The Trustee shall promptly notify the Partnership in writing
of the Debt Securities selected for redemption and, in the case of any Debt
Securities selected for partial redemption, the principal amount thereof to be redeemed. If
any Debt Security called for redemption shall not be so paid upon surrender thereof on such
Redemption Date, the principal, premium, if any, and interest shall bear interest until paid from
the Redemption Date at the rate borne by the Debt Securities of that series. If less than all the
Debt Securities of unlike tenor and terms of a series are to be redeemed, the particular Debt
Securities to be redeemed shall be selected by the Partnership. Provisions of this Indenture that
apply to Debt Securities called for redemption also apply to portions of Debt Securities called for
redemption.



     Section 3.03. Payment of Debt Securities Called for Redemption. If notice of redemption has been given
as provided in Section 3.02, the Debt Securities or portions of Debt Securities of the series with
respect to which such notice has been given shall become due and payable on the date and at the
Place or Places of Payment stated in such notice at the applicable redemption price, together with
any interest accrued to the Redemption Date, and on and after said date (unless the Partnership
shall default in the payment of such Debt Securities at the applicable redemption price, together
with any interest accrued to said date) any interest on the Debt Securities or portions of Debt
Securities of any series so called for redemption shall cease to accrue, and any original issue
discount in the case of Original Issue Discount Securities shall cease to accrue. On presentation
and surrender of such Debt Securities at the Place or Places of Payment in said notice specified,
the said Debt Securities or the specified portions thereof shall be paid and redeemed by the
Partnership at the applicable redemption price, together with any interest accrued thereon to the
Redemption Date.



     Any Debt Security that is to be redeemed only in part shall be surrendered at the Place of
Payment with, if the Partnership, the Registrar or the Trustee so requires, due endorsement by, or



22









 







a written instrument of transfer in form satisfactory to the Partnership, the Registrar and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing, and the
Partnership shall execute, and the Trustee shall authenticate and deliver to the Holder of such
Debt Security without service charge, a new Debt Security or Debt Securities of the same series, of
like tenor and form, of any authorized denomination as requested by such Holder in aggregate
principal amount equal to and in exchange for the unredeemed portion of the principal of the Debt
Security so surrendered; except that if a Global Security is so surrendered, the Partnership shall
execute, and the Trustee shall authenticate and deliver to the Depositary for such Global Security,
without service charge, a new Global Security in a denomination equal to and in exchange for the
unredeemed portion of the principal of the Global Security so surrendered. In the case of a Debt
Security providing appropriate space for such notation, at the option of the Holder thereof, the
Trustee, in lieu of delivering a new Debt Security or Debt Securities as aforesaid, may make a
notation on such Debt Security of the payment of the redeemed portion thereof.



     Section 3.04. Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment
provided for by the terms of Debt Securities of any series, resolution of the Board of Directors or
a supplemental Indenture is herein referred to as a “mandatory sinking fund payment,” and any
payment in excess of such minimum amount provided for by the terms of Debt Securities of any
series, resolution of the
Board of Directors or a supplemental Indenture is herein referred to as an “optional sinking fund
payment.”



     In lieu of making all or any part of any mandatory sinking fund payment with respect to any
Debt Securities of a series in cash, the Partnership may at its option (a) deliver to the Trustee
Debt Securities of that series theretofore purchased or otherwise acquired by the Partnership or
(b) receive credit for the principal amount of Debt Securities of that series which have been
redeemed either at the election of the Partnership pursuant to the terms of such Debt Securities or
through the application of permitted optional sinking fund payments pursuant to the terms of such
Debt Securities, resolution or supplemental Indenture; provided, that such Debt Securities have not
been previously so credited. Such Debt Securities shall be received and credited for such purpose
by the Trustee at the redemption price specified in such Debt Securities, resolution or
supplemental Indenture for redemption through operation of the sinking fund and the amount of such
mandatory sinking fund payment shall be reduced accordingly.



     Section 3.05. Redemption of Debt Securities for Sinking Fund. Not less than 60 days prior to each
sinking fund payment date for any series of Debt Securities, the Partnership will deliver to the
Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, any resolution or supplemental Indenture, the
portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Debt Securities of that series pursuant
to this Section 3.05 (which Debt Securities, if not previously redeemed, will accompany such
certificate) and whether the Partnership intends to exercise its right to make any permitted
optional sinking fund payment with respect to such series. Such certificate shall also state that
no Event of Default has occurred and is continuing with respect to such series. Such certificate
shall be irrevocable and upon its delivery the Partnership shall be obligated to make the cash
payment or payments therein referred to, if any, by 11 a.m., New York City time, on the next
succeeding sinking fund payment date. Failure of the Partnership to



23









 







deliver such certificate (or
to deliver the Debt Securities specified in this paragraph) shall not constitute a Default, but
such failure shall require that the sinking fund payment due on the next succeeding sinking fund
payment date for that series shall be paid entirely in cash and shall be sufficient to redeem the
principal amount of such Debt Securities subject to a mandatory sinking fund payment without the
option to deliver or credit Debt Securities as provided in this Section 3.05 and without the right
to make any optional sinking fund payment, if any, with respect to such series.



     Any sinking fund payment or payments (mandatory or optional) made in cash plus any unused
balance of any preceding sinking fund payments made in cash which shall equal or exceed $100,000
(or a lesser sum if the Partnership shall so request) with respect to the Debt Securities of any
particular series shall be applied by the Trustee on the sinking fund payment date on which such
payment is made (or, if such payment is made before a sinking fund payment date, on the sinking
fund payment date following the date of such payment) to the redemption of such Debt Securities at
the redemption price specified in such Debt Securities, resolution or supplemental Indenture for
operation of the sinking fund together with any accrued interest to the date fixed for redemption.
Any sinking fund money 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 money 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 money, if necessary, to be
deposited sufficient for the purpose, to the payment of the principal of the Debt Securities of
that series at its Stated Maturity.



     The Trustee shall select the Debt Securities to be redeemed upon such sinking fund payment
date in the manner specified in the last paragraph of Section 3.02, and the Partnership shall cause
notice of the redemption thereof to be given in the manner provided in Section 3.02 except that the
notice of redemption shall also state that the Debt Securities are being redeemed by operation of
the sinking fund. Such notice having been duly given, the redemption of such Debt Securities shall
be made upon the terms and in the manner stated in Section 3.03.



     The Trustee shall not redeem any Debt Securities of a series with sinking fund money or mail
any notice of redemption of such Debt Securities by operation of the sinking fund for such series
during the continuance of a Default in payment of interest on such Debt Securities or of any Event
of Default (other than an Event of Default occurring as a consequence of this paragraph) with
respect to such Debt Securities, except that if the notice of redemption of any such Debt
Securities shall theretofore have been mailed in accordance with the provisions hereof, the Trustee
shall redeem such Debt Securities if cash sufficient for that purpose shall be deposited with the
Trustee for that purpose in accordance with the terms of this Article III. Except as aforesaid,
any money in the sinking fund for such series at the time when any such Default or Event of Default
shall occur and any money 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 money shall thereafter be



24









 







applied on the next sinking fund payment date for
such Debt Securities on which such money may be applied pursuant to the provisions of this
Section 3.05.



ARTICLE IV

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



     Principal of and premium and interest on Debt Securities of any series shall be considered
paid on the date due if, by 11 a.m., New York City time, on such date the Trustee or any paying
agent holds in accordance with this Indenture money sufficient to pay all principal, premium
and interest then due.



     The Partnership shall pay interest on overdue principal or premium, if any, at the rate
specified therefor in the Debt Securities and it shall pay interest on overdue installments of
interest at the same rate to the extent lawful.



     Section 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt
Securities. The Partnership will maintain in New York, New York and in any other 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. Initially, such office or agency shall be the office
of the Trustee at 45 Broadway, 14th Floor, New York, New York 10006-3007. it shall also
maintain (in or outside such Place of Payment) an office or agency where Debt Securities of such
series may be surrendered for transfer or exchange and where notices and demands to or upon the
Partnership in respect of the Debt Securities of such series and this Indenture may be served.
Initially, such office or agency shall be the office of the Trustee referred to in Section 13.03.
The Partnership will give prompt written notice to the Trustee of the location, and any change in
the location, of such office or agency. If at any time the Partnership shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the office of the Trustee
referred to in Section 13.03, and the Partnership hereby appoints the Trustee as its agent to
receive all presentations, surrenders, notices and demands.



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



25









 







additional designation or rescission of designation and any change in the location of any such
different or additional office or agency.



     Section 4.03. Appointment to Fill a Vacancy in the Office of Trustee. The Partnership, whenever
necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided
in Section 7.08, a Trustee, so that there shall at all times be a Trustee hereunder with respect to
each series of Debt Securities.



     Section 4.04. Duties of Paying Agents, etc. The Partnership shall cause each paying agent, if any, other
than the Trustee, to execute and deliver to the Trustee an instrument in which such agent shall
agree with the Trustee, subject to the provisions of this Section 4.04,




     (i) that it will hold all sums held by it as such agent for the payment of the
principal of, and premium, if any, or interest on, the Debt Securities of any series
(whether such sums have been paid to it by the Partnership or by any other obligor on the
Debt Securities of such series) in trust for the benefit of the Holders of the Debt
Securities of such series;




     (ii) that it will give the Trustee notice of any failure by the Partnership (or by any
other obligor on the Debt Securities of such series) to make any payment of the principal
of, and premium, if any, or interest on, the Debt Securities of such series when the same
shall be due and payable; and




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



     (b) If the Partnership shall act as its own paying agent, it will, by 11 a.m., New York City
time, on each due date of the principal of, and premium, if any, or interest on, the Debt
Securities of any series, set aside, segregate and hold in trust for the benefit of the Holders of
the Debt Securities of such series a sum sufficient to pay such principal, premium, if any, or
interest so becoming due. The Partnership will promptly notify the Trustee of any failure by the
Partnership to take such action or the failure by any other obligor on such Debt Securities to make
any payment of the principal of, and premium, if any, or interest on, such Debt Securities when the
same shall be due and payable.



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



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



26









 





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



     Section 4.05. SEC Reports; Financial Statements.



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



     (b) If the Partnership is required to furnish annual or quarterly reports to its capital
stockholders pursuant to the Exchange Act, the Partnership shall, so long as any of the Debt
Securities are outstanding, cause any annual report furnished to its capital stockholders generally
and any quarterly or other financial reports furnished by it to its capital stockholders generally
to be filed with the Trustee and mailed to the Holders in the manner and to the extent provided in
Section 5.03.



     (c) The Partnership shall provide the Trustee with a sufficient number of copies of all
reports and other documents and information that the Trustee may be required to deliver to Holders
under this Section.



     Section 4.06. Compliance Certificate.



     (a) The Partnership shall, so long as any of the Debt Securities are Outstanding, deliver to
the Trustee, within 120 days after the end of each fiscal year of the Partnership, an Officers’
Certificate, on behalf of itself and each of the Subsidiary Guarantors, stating that a review of
the activities of the Partnership and its Subsidiaries during the preceding fiscal year has been
made under the supervision of the signing Officers of the General Partner with a view to
determining whether each of the Partnership and the Subsidiary Guarantors has kept, observed,
performed and fulfilled its obligations under this Indenture, and further stating, as to each such
Officer signing such certificate, that to the best of his knowledge each of the Partnership and the
Subsidiary Guarantors has kept, observed, performed and fulfilled each and every covenant contained
in this Indenture and is not in default in the performance or observance of any of the terms,
provisions and conditions hereof, without regard to any grace period or requirement of notice
required by this Indenture (or, if a Default or Event of Default shall have occurred, describing
all such Defaults or Events of Default of which such Officer may have knowledge and what action the
Partnership or any Subsidiary Guarantor is taking or proposes to take with respect thereto).



27









 





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



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



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



     Section 4.09. Maintenance of Properties. The Partnership shall cause all properties owned by the
Partnership or any of its Subsidiaries or used or held for use in the conduct of its business or
the business of any such Subsidiary to be maintained and kept in good condition, repair and working
order (reasonable wear and tear excepted) and supplied with all necessary equipment and will cause
to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all
as in the judgment of the Partnership may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times; provided that
nothing in this Section shall prevent the Partnership from discontinuing the operation or
maintenance of any of such properties if such discontinuance is, in the judgment of the
Partnership, desirable in the conduct of its business or the business of any such Subsidiary and
not disadvantageous in any material respect to the Holders.



     Section 4.10. Payment of Taxes and Other Claims. The Partnership shall pay or discharge or cause to be
paid or discharged, before the same shall become delinquent, (i) all taxes, assessments and
governmental charges levied or imposed upon the Partnership or any of its Subsidiaries or upon the
income, profits or property of the Partnership or any of its Subsidiaries, and (ii) all lawful
claims for labor, materials and supplies which, if unpaid, might by law become a Lien upon the
property of the Partnership or any of its Subsidiaries; provided that the Partnership shall not be
required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or
claim whose amount, applicability or validity is being contested in good faith by appropriate
proceedings.



     Section 4.11. Waiver of Certain Covenants. The Partnership and the Subsidiary Guarantors may, with
respect to the Debt Securities of any series, omit in any particular instance to comply with any
covenant set forth in this Article IV (except Sections 4.01 through 4.08) or made applicable to
such Debt Securities pursuant to Section 2.03, if, before or after the time for such compliance,
the Holders of at least a majority in principal amount of the Outstanding Debt Securities of each
series affected, waive such compliance in such instance with such covenant, but no such waiver
shall extend to or affect such covenant except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Partnership and the



28









 







Subsidiary Guarantors and
the duties of the Trustee in respect of any such covenant shall remain in full force and effect.



ARTICLE V

HOLDERS’ LISTS AND REPORTS BY THE TRUSTEE




     Section 5.01. Partnership to Furnish Trustee Information as to Names and Addresses of Holders; Preservation
of Information. The Partnership covenants and agrees that it will furnish or cause to be
furnished to the Trustee with respect to the Debt Securities of each series:



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



     (b) at such other times as the Trustee may request in writing, within 30 days after the
receipt by the Partnership of any such request, a list of similar form and contents as of a date
not more than 15 days prior to the time such list is furnished;


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




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



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



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



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



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



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



29









 





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



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



     Section 5.04. Record Dates for Action by Holders. If the Partnership shall solicit from the Holders of
Debt Securities of any series any action (including the making of any demand or request, the giving
of any direction, notice, consent or waiver or the taking of any other action), the Partnership
may, at its option, by resolution of the Board of Directors, fix in advance a record date for the
determination of Holders of Debt Securities entitled to take such action, but the Partnership shall
have no obligation to do so. Any such record date shall be fixed at the Partnership’s discretion.
If such a record date is fixed, such action may be sought or given before or after the record date,
but only the Holders of Debt Securities of record at the close of business on such record date
shall be deemed to be Holders of Debt Securities for the purpose of determining whether Holders of
the requisite proportion of Debt Securities of such series Outstanding have authorized or agreed or
consented to such action, and for that purpose the Debt Securities of such series Outstanding shall
be computed as of such record date.



ARTICLE VI

REMEDIES OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT




     Section 6.01. Events of Default. If any one or more of the following shall have occurred and be
continuing with respect to Debt Securities of any series (each of the following, an “Event of
Default”):



     (a) default in the payment of any installment of interest upon any Debt Securities of that
series as and when the same shall become due and payable, and continuance of such default for a
period of 30 days; or



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



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



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



30









 







written notice specifying such failure and requiring the Partnership, or if
applicable, the Subsidiary Guarantor, to remedy the same shall have been given, to the Partnership,
or if applicable, the Subsidiary Guarantor, by the Trustee or to the Partnership, or if applicable,
the Subsidiary Guarantor, and the Trustee by the Holders of at least 25% in aggregate principal
amount of the Debt Securities of that series at the time Outstanding; or



     (e) the Partnership, or if any series of Debt Securities Outstanding under this Indenture is
entitled to the benefits of a Guarantee, any of the Subsidiary Guarantors, pursuant to or within
the meaning of any Bankruptcy Law,




     (i) commences a voluntary case,




     (ii) consents to the entry of an order for relief against it in an involuntary case,




     (iii) consents to the appointment of a Custodian of it or for all or substantially all
of its property; or




     (iv) makes a general assignment for the benefit of its creditors;



     (f) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:




     (i) is for relief against the Partnership, or if any series of Debt Securities
Outstanding under this Indenture is entitled to the benefits of a Guarantee, any of the
Subsidiary Guarantors, as debtor in an involuntary case,




     (ii) appoints a Custodian of the Partnership, or if any series of Debt Securities
Outstanding under this Indenture is entitled to the benefits of a Guarantee, any of the
Subsidiary Guarantors, or a Custodian for all or substantially all of the property of the
Partnership, or if applicable, any of the Subsidiary Guarantors, or




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


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




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



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


then and in each and every case that an Event of Default described in clause (a), (b), (c), (d),
(g), or (h) with respect to Debt Securities of that series at the time Outstanding occurs and is
continuing, unless the principal of, premium, if any, and interest on all the Debt Securities of
that


31









 






series shall have already become due and payable, either the Trustee or the Holders of not
less than 25% in aggregate principal amount of the Debt Securities of that series then Outstanding
hereunder, by notice in writing to the Partnership (and to the Trustee if given by Holders), may
declare the entire principal of (or, if the Debt Securities of that series are Original Issue
Discount Debt Securities, such portion of the principal amount as may be specified in the terms of
that series), premium, if any, and accrued and unpaid interest on all the Debt Securities of that
series to be due and payable immediately, and upon any such declaration the same shall become and
shall be immediately due and payable, anything in this Indenture or in the Debt Securities of that
series contained to the contrary notwithstanding. If an Event of Default described in clause (e)
or (f) occurs, then and in each and every such case, unless the principal of and interest on all
the Debt Securities shall have become due and payable, the entire principal of (or, if any Debt
Securities are Original Issue Discount Debt Securities, such portion of the principal amount as may
be specified in the terms of that series), premium, if any, and accrued and unpaid interest on all
the Debt Securities then Outstanding hereunder shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any Holders, anything in
this Indenture or in the Debt Securities contained to the contrary notwithstanding.




     The Holders of a majority in aggregate principal amount of the Debt Securities of a particular
series by written notice to the Trustee may rescind an acceleration and its consequences if the
rescission would not conflict with any judgment or decree of a court of competent jurisdiction
already rendered and if all existing Events of Default with respect to Debt Securities of that
series have been cured or waived except nonpayment of principal, premium, if any, or interest that
has become due solely because of acceleration. Upon any such rescission, the parties hereto shall
be restored respectively to their several positions and rights hereunder, and all rights, remedies
and powers of the parties hereto shall continue as though no such proceeding had been taken.



     Section 6.02. Collection of Debt by Trustee, etc. If an Event of Default occurs and is continuing, the
Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to
institute any action or proceedings at law or in equity for the collection of the sums so due and
unpaid or enforce the performance of any provision of the Debt Securities of the affected series or
this Indenture, and may prosecute any such action or proceedings to judgment or final decree, and
may enforce any such judgment or final decree against any of the Subsidiary Guarantors or the
Partnership or any other obligor upon the Debt Securities of such series (and collect in the manner
provided by law out of the property of any of the Subsidiary Guarantors or the Partnership or any
other obligor upon the Debt Securities of such series wherever situated the money adjudged or
decreed to be payable).



     In case there shall be pending proceedings for the bankruptcy or for the reorganization of any
of the Subsidiary Guarantors or the Partnership or any other obligor upon the Debt Securities of
any series under any Bankruptcy Law, or in case a Custodian shall have been appointed for its
property, or in case of any other similar judicial proceedings relative to any of the Subsidiary
Guarantors or the Partnership or any other obligor upon the Debt Securities of any series, its
creditors or its property, the Trustee, irrespective of whether the principal of Debt
Securities of any series shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the
provisions of this Section 6.02, shall be entitled and empowered, by intervention in such
proceedings or



32









 







otherwise, to file and prove a claim or claims for the whole amount of principal,
premium, if any, and interest (or, if the Debt Securities of such series are Original Issue
Discount Debt Securities, such portion of the principal amount as may be specified in the terms of
such series) owing and unpaid in respect of the Debt Securities of such series, and to file such
other papers or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for reasonable compensation to the Trustee, its agents, attorneys and
counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by
the Trustee except as a result of its negligence or bad faith) and of the Holders thereof allowed
in any such judicial proceedings relative to any of the Subsidiary Guarantors or the Partnership,
or any other obligor upon the Debt Securities of such series, its creditors or its property, and to
collect and receive any money or other property payable or deliverable on any such claims, and to
distribute all amounts received with respect to the claims of such Holders and of the Trustee on
their behalf, and any receiver, assignee or trustee in bankruptcy or reorganization is hereby
authorized by each of such Holders to make payments to the Trustee, and, in the event that the
Trustee shall consent to the making of payments directly to such Holders, to pay to the Trustee
such amount as shall be sufficient to cover reasonable compensation to the Trustee, its agents,
attorneys and counsel, and all other reasonable expenses and liabilities incurred, and all advances
made, by the Trustee except as a result of its negligence or bad faith.



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



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



     Section 6.03. Application of Money Collected by Trustee. Any money 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 money
or other property, upon presentation of the several Debt Securities of such series in respect of
which money 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
money has 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



33









 







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



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



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



34









 







provided and for the equal, ratable and common benefit of all such
Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every
Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity.



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



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



     Section 6.06. Rights of Holders of Majority in Principal Amount of Debt Securities to Direct Trustee and to
Waive Default. The Holders of not less than a majority in aggregate principal amount of the
Debt Securities of any series at the time Outstanding shall have the right to direct the time,
method, and place of conducting any proceeding for any remedy available to the Trustee, or
exercising any right, trust or power conferred on the Trustee, with respect to the Debt Securities
of such series; provided, however, that such direction shall not be otherwise than in accordance
with law and the provisions of this Indenture, and that subject to the provisions of Section 7.01,
the Trustee shall have the right to decline to follow any such direction if the Trustee being
advised by counsel shall determine that the action so directed may not lawfully be taken or is
inconsistent with any provision of this Indenture, or if the Trustee shall by a responsible officer
or officers determine that the action so directed would involve it in personal liability or would
be unduly prejudicial to Holders of Debt Securities of such series not taking part in such
direction; and provided, further, however, that nothing contained in this Indenture shall impair
the right of the Trustee to take any action deemed proper by the Trustee and which is not
inconsistent with such direction by such
Holders. The Holders of not less than a majority in aggregate principal amount of the Debt
Securities of 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, except a Default or Event of Default in the payment of the principal of, and premium, if
any, or interest on, any of the Debt Securities and a Default or Event of Default in respect of a
provision that under Section 9.02 cannot be amended without the consent of each Holder affected
thereby. In case of any such waiver, such Default shall cease to exist, any Event of Default
arising therefrom shall be deemed to have been cured for every purpose of this Indenture, and the
Subsidiary Guarantors, the Partnership, the Trustee and the Holders of the Debt Securities of that
series shall be restored to their former positions and rights



35









 







hereunder, respectively; but no such
waiver shall extend to any subsequent or other Default or Event of Default or impair any right
consequent thereon.



     Section 6.07. Trustee to Give Notice of 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 13.03, 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 board of directors, the executive committee, or a committee of directors or
responsible officers, of the Trustee in good faith determines that the withholding of such notice
is in the interests of the Holders thereof.



     Section 6.08. Requirement of an Undertaking to Pay Costs in Certain Suits under the Indenture or Against the
Trustee. All parties to this Indenture agree, and each Holder of any Debt Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in
any suit for the enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit in the manner and to the extent provided
in the TIA, and that such court may in its discretion assess reasonable costs, including reasonable
attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but the provisions of
this Section 6.08 shall not apply to any suit instituted by the Trustee, to any suit instituted by
any Holder, or group of Holders, holding in the aggregate more than 25 percent in principal amount
of the Outstanding Debt Securities of that series or to any suit instituted by any Holder for the
enforcement of the payment of the principal of, or premium, if any, or interest on, any Debt
Security on or after the due date for such payment expressed in such Debt Security.



ARTICLE VII

CONCERNING THE TRUSTEE




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



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



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



36









 





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




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




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




     (iii) the Trustee shall not be liable for an error of judgment made in good faith by a
responsible officer, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts; and




     (iv) the Trustee shall not be liable with respect to any action taken or omitted to be
taken by it with respect to Debt Securities of any series in good faith in accordance with
the direction of the Holders of not less than a majority in aggregate principal amount of
the Outstanding Debt Securities of that series relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred upon the Trustee, under this Indenture with respect to Debt
Securities of such series.



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



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



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



     (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any
resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note or other paper or document (whether in its original or



37









 







facsimile form) believed by it to be genuine and to have been signed or presented by the proper
party or parties;



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



     (c) the Trustee may consult with counsel, and the advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect of any action taken or
suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of
Counsel;



     (d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in
it by this Indenture at the request, order or direction of any of the Holders of Debt Securities of
any series pursuant to the provisions of this Indenture, unless such Holders shall have offered to
the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may
be incurred therein or thereby;



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



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



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



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



38









 





     Section 7.03. Trustee Not Liable for Recitals in Indenture or in Debt Securities. The recitals contained
herein, in the Debt Securities (except the Trustee’s certificate of authentication) shall be taken
as the statements of the Partnership, and the Trustee assumes no responsibility for the correctness
of the same. The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Debt Securities of any series, except that the Trustee represents that it is
duly authorized to execute and deliver this Indenture, authenticate the Debt Securities and perform
its obligations hereunder, and that the statements made by it or to be made by it in a Statement of
Eligibility and Qualification on Form T-1 supplied to the Partnership are true and accurate. The
Trustee shall not be accountable for the use or application by the Partnership of any of the Debt
Securities or of the proceeds thereof.



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



     Section 7.05. Money Received by Trustee to Be Held in Trust. Subject to the provisions of Section 11.05,
all money received by the Trustee shall, until used or applied as herein provided, be held in trust
for the purposes for which it was 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 money
received by it hereunder. So long as no Event of Default shall have occurred and be continuing,
all interest allowed on any such money shall be paid from time to time to the Partnership upon a
Partnership Order.



     Section 7.06. Compensation and Reimbursement. The Partnership covenants and agrees to pay in Dollars to
the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for
all services rendered by it hereunder (which shall not be limited by any provision of law in regard
to the compensation of a trustee of an express trust), including, without limitation, paying agent
and Registrar, and, except as otherwise expressly provided herein, the Partnership will pay or
reimburse in Dollars the Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the expenses and disbursements of its agents, attorneys
and counsel and of all Persons not regularly in its employ), including without limitation,
Section 6.02, except any such expense, disbursement or advances as may arise from its negligence,
willful misconduct or bad faith. The Partnership also covenants to indemnify and defend the
Trustee for, and to hold it harmless against, any loss, liability or expense incurred without
negligence, willful misconduct or bad faith on the part of the Trustee, arising out of or in
connection with the acceptance or administration of this trust or trusts hereunder, including the
reasonable costs and expenses of defending itself against any claim of liability in connection with
the exercise or performance of any of its powers or duties hereunder. The obligations of the
Partnership under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse
the Trustee for expenses, disbursements and advances shall constitute additional Debt hereunder and
shall survive the satisfaction and discharge of this Indenture. The Partnership and the Holders
agree that such additional Debt shall be secured by a Lien prior to that of the Debt Securities
upon all property and funds held or



39









 







collected by the Trustee, as such, except funds held in trust
for the payment of principal of, and premium, if any, or interest on, particular Debt Securities.



     When the Trustee incurs expenses or renders services after an Event of Default specified in
Section 6.01(e) or (f) occurs, the expenses and the compensation for the services are intended to
constitute expenses of administration under any Bankruptcy Law.



     Section 7.07. Right of Trustee to Rely on an Officers’ Certificate Where No Other Evidence Specifically
Prescribed. Except as otherwise provided in Section 7.01, whenever in the administration of
the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting any action hereunder, such matter
(unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of
negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and
established by an Officers’ Certificate delivered to the Trustee and such certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee
for any action taken, suffered or omitted by it under the provisions of this Indenture upon the
faith thereof.



     Section 7.08. Separate Trustee; Replacement of Trustee. The Partnership may, but need not, appoint a
separate Trustee for any one or more series of Debt Securities. The Trustee may resign with
respect to one or more or all series of Debt Securities at any time by giving notice to the
Partnership. The Holders of a majority in principal
amount of the Debt Securities of a particular series may remove the Trustee for such series and
only such series by so notifying the Trustee and may appoint a successor Trustee. The Partnership
may at any time remove the Trustee with respect to the Debt Securities of any particular series by
giving the Trustee written notice of removal and thereupon appoint a successor trustee,
provided that (i) no Default exists at time of such removal, (ii) such Trustee was not
appointed by the Holders of such series pursuant to this Section 7.8 and (iii) the corporate trust
business of the successor Trustee is of nationally recognized standing. The Partnership shall
remove the Trustee if:



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



     (b) the Trustee is adjudged bankrupt or insolvent;



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



     (d) the Trustee otherwise becomes incapable of acting.


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




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



40









 







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



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



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



     Notwithstanding the replacement of the Trustee pursuant to this Section 7.08, the
Partnership’s obligations under Section 7.06 shall continue for the benefit of the retiring
Trustee.



     In the case of the appointment hereunder of a separate or successor Trustee with respect to
the Debt Securities of one or more series, the Partnership, any retiring Trustee and each successor
or separate Trustee with respect to the Debt Securities of any applicable series shall
execute and deliver an Indenture supplemental hereto (i) which shall contain such provisions
as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties
of any retiring Trustee with respect to the Debt Securities of any series as to which any such
retiring Trustee is not retiring shall continue to be vested in such retiring Trustee and (ii) that
shall add to or change any of the provisions of this Indenture as shall be necessary to provide for
or facilitate the administration of the trusts hereunder by more than one trustee, it being
understood that nothing herein or in such supplemental Indenture shall constitute such Trustees
co-trustees of the same trust and that each such separate, retiring or successor Trustee shall be
Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee.



     Section 7.09. Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all its corporate trust business or assets to, another corporation
or banking association, the resulting, surviving or transferee corporation or banking association
without any further act shall be the successor Trustee.



     In case at the time such successor or successors to the Trustee by merger, conversion or
consolidation 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.



41









 





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



     Section 7.11. Preferential Collection of Claims Against Partnership. The Trustee shall comply with
Section 311(a) of the TIA, excluding any creditor relationship listed in Section 311(b) of the TIA.
A Trustee who has resigned or been removed shall be subject to Section 311(a) of the TIA to the
extent indicated therein.



     Section 7.12. Compliance with Tax Laws. The Trustee hereby agrees to comply with all U.S. Federal income tax information reporting and
withholding requirements applicable to it with respect to payments of premium (if any) and interest
on the Debt Securities, whether acting as Trustee, Registrar, paying agent or otherwise with
respect to the Debt Securities.



ARTICLE VIII

CONCERNING THE HOLDERS




     Section 8.01. Evidence of Action by Holders. Whenever in this Indenture it is provided that the Holders
of a specified percentage in aggregate principal amount of the Debt Securities of any or all series
may take action (including the making of any demand or request, the giving of any direction,
notice, consent or waiver or the taking of any other action) the fact that at the time of taking
any such action the Holders of such specified percentage have joined therein may be evidenced (a)
by any instrument or any number of instruments of similar tenor executed by Holders in Person or by
agent or proxy appointed in writing, (b) by the record of the Holders voting in favor thereof at
any meeting of Holders duly called and held in accordance with the provisions of this Indenture,
(c) by a combination of such instrument or instruments and any such record of such a meeting of
Holders or (d) in the case of Debt Securities evidenced by a Global Security, by any electronic
transmission or other message, whether or not in written format, that complies with the
Depositary’s applicable procedures.



     Section 8.02. Proof of Execution of Instruments and of Holding of Debt Securities. Subject to the
provisions of Sections 7.01, 7.02 and 13.09, proof of the execution of any instrument by a Holder
or his agent or proxy shall be sufficient if made in accordance with such reasonable rules and
regulations as may be prescribed by the Trustee or in such manner as shall be satisfactory to the
Trustee. The ownership of Debt Securities of any series shall be proved by the Debt Security
Register or by a certificate of the Registrar for such series. The Trustee may require such
additional proof of any matter referred to in this Section 8.02 as it shall deem necessary.



42









 





     Section 8.03. Who May Be Deemed Owner of Debt Securities. Prior to due presentment for registration of
transfer of any Debt Security, the Partnership, the Subsidiary Guarantors, the Trustee, any paying
agent and any Registrar may deem and treat the Person in whose name any Debt Security shall be
registered upon the books of the Partnership as the absolute owner of such Debt Security (whether
or not such Debt Security shall be overdue and notwithstanding any notation of ownership or other
writing thereon) for the purpose of receiving payment of or on account of the principal of and
premium, if any, and (subject to Section 2.12) interest on such Debt Security and for all other
purposes, and neither the Partnership nor the Subsidiary Guarantors 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 money payable upon
any such Debt Security.



     None of the Partnership, the Subsidiary Guarantors, the Trustee or any agent of the Trustee,
any paying agent or any Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership interests in a Global
Security or for maintaining, supervising or reviewing any records relating to such beneficial
ownership interests, or for any action taken or any failure to act by a Depositary with respect to
any Debt Securities including, without limitation, any failure of the owner of a beneficial
interest in such Debt Securities to receive any payments or notices provided hereunder or for the
selection of beneficial interests in such Debt Securities to be redeemed.



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



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



43









 







unless the
consent of the Holders of the percentage in aggregate principal amount of the Debt Securities of
such series specified in this Indenture shall have been received within such 120-day period.



ARTICLE IX

SUPPLEMENTAL INDENTURES




     Section 9.01. Purposes for Which Supplemental Indenture May Be Entered into Without Consent of Holders.
The Partnership, the Subsidiary Guarantors and the Trustee may from time to time and at any time,
without the consent of Holders, enter into an Indenture or Indentures supplemental hereto
(which shall conform to the provisions of the TIA as in force at the date of the execution thereof)
for one or more of the following purposes:



     (a) to evidence the succession pursuant to Article X of another Person to the Partnership, or
successive successions, and the assumption by the Successor Partnership (as defined in
Section 10.01) of the covenants, agreements and obligations of the Partnership in this Indenture
and in the Debt Securities;



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



     (c) to cure any ambiguity or omission or to correct or supplement any provision contained
herein, in any supplemental Indenture or in any Debt Securities of any series that may be defective
or inconsistent with any other provision contained herein, in any supplemental Indenture or in the
Debt Securities of such series;



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



     (e) [intentionally omitted];



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



44









 





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



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



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



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



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



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



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



     Section 9.02. Modification of Indenture with Consent of Holders of Debt Securities. Without notice to
any Holder but with the consent (evidenced as provided in Section 8.01) of the Holders of not less
than a majority in aggregate principal amount of the Outstanding Debt Securities of each series
affected by such supplemental Indenture (including consents obtained in connection with a tender
offer or exchange offer for any such series of Debt Securities), the Partnership and the Subsidiary
Guarantors, when authorized by resolutions of the Board of Directors, and the Trustee may from time
to time and at any time enter into an Indenture or Indentures supplemental hereto (which shall
conform to the provisions of the TIA as in force at the date of execution thereof) for the purpose
of adding any provisions to or changing in any manner or eliminating any of the provisions of this
Indenture or of any supplemental Indenture or of modifying in any manner the rights of the Holders
of the Debt Securities of such series; provided, that no such supplemental Indenture, without the
consent of the Holders of each Debt Security so affected, shall:



45









 





     (a) reduce the percentage in principal amount of Debt Securities of any series whose Holders
must consent to an amendment;



     (b) reduce the rate of or extend the time for payment of interest on any Debt Security;



     (c) reduce the principal of or extend the Stated Maturity of any Debt Security;



     (d) reduce the premium payable upon the redemption of any Debt Security or change the time at
which any Debt Security may or shall be redeemed in accordance with Article III;



     (e) make any Debt Security payable in currency other than the Dollar;



     (f) impair the right of any Holder to receive payment of premium, if any, principal of and
interest on such Holder’s Debt Securities on or after the due dates therefor or to institute suit
for the enforcement of any payment on or with respect to such Holder’s Debt Securities;



     (g) release any security that may have been granted in respect of the Debt Securities or a
Guarantee;



     (h) make any change in Section 6.06 or this Section 9.02; or



     (i) except as provided in Section 11.02(b) or 14.04, release any of the Subsidiary Guarantors
or modify a Guarantee in any manner adverse to the Holders.



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



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



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



     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.



46









 





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



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



     Section 9.04. Debt Securities May Bear Notation of Changes by Supplemental Indentures. Debt Securities
of any series authenticated and delivered after the execution of any supplemental Indenture
pursuant to the provisions of this Article IX may, and shall if required by the Trustee, bear a
notation in form approved by the Trustee as to any matter provided for in such supplemental
Indenture. New Debt Securities of any series so modified as to conform, in the opinion of the
Trustee and the Board of Directors, to any modification of this Indenture contained in any such
supplemental Indenture may be prepared and executed by the Partnership, authenticated by the
Trustee and delivered in exchange for the Debt Securities of such series then Outstanding. Failure
to make the appropriate notation or to issue a new Debt Security of such series shall not affect
the validity of such amendment.



ARTICLE X

CONSOLIDATION, MERGER, SALE OR CONVEYANCE




     Section 10.01. Consolidations and Mergers of the Partnership. The Partnership shall not consolidate or
amalgamate with or merge with or into any Person, or sell, convey, transfer, lease or otherwise
dispose of all or substantially all its assets to any Person, whether in a single transaction or a
series of related transactions, except (1) in accordance with the provisions of its partnership
agreement, and (2) unless: (a) either (i) the Partnership shall be the surviving Person in the
case of a merger or (ii) the resulting, surviving or transferee Person if other than the
Partnership (the “Successor Partnership”), shall be a partnership, limited liability company or
corporation organized and existing under the laws of the United States, any State thereof or the
District of Columbia and the Successor Partnership shall expressly assume, by an Indenture
supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee,
all the obligations of the Partnership under this Indenture and the Debt Securities according to
their tenor; (b) immediately after giving effect to such transaction or series of transactions (and
treating any Debt which becomes an obligation of the Successor Partnership or any Subsidiary of the
Successor Partnership as a result of such transaction or series of transactions as having been
incurred by the Successor Partnership or such Subsidiary at the time of such transaction), no
Default or Event of Default would occur or be continuing; (c) if the Partnership is not the
continuing Person, then each Subsidiary Guarantor, unless it has become the Successor Partnership,
shall confirm that its Guarantee shall continue to apply to the obligations under the Debt
Securities and this Indenture; and (d) the Partnership shall have delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation,



47









 







amalgamation, merger or disposition and such supplemental Indenture (if any) comply with this
Indenture.



     Section 10.02. Rights and Duties of Successor Partnership. In case of any consolidation, amalgamation or merger where the Partnership is not the continuing
Person, or disposition of all or substantially all of the assets of the Partnership in accordance
with Section 10.01, the Successor Partnership shall succeed to and be substituted for the
Partnership with the same effect as if it had been named herein as the respective party to this
Indenture, and the predecessor entity shall be released from all liabilities and obligations under
this Indenture and the Debt Securities, except that no such release will occur in the case of a
lease of all or substantially all of the assets of the Partnership. The Successor Partnership
thereupon may cause to be signed, and may issue either in its own name or in the name of the
Partnership, any or all the Debt Securities issuable hereunder which theretofore shall not have
been signed by the Partnership and delivered to the Trustee; and, upon the order of the Successor
Partnership, instead of the Partnership, and subject to all the terms, conditions and limitations
in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Debt Securities
which previously shall have been signed and delivered by the officers of the General Partner on
behalf of the Partnership to the Trustee for authentication, and any Debt Securities which the
Successor Partnership thereafter shall cause to be signed and delivered to the Trustee for that
purpose. All the Debt Securities so issued shall in all respects have the same legal rank and
benefit under this Indenture as the Debt Securities theretofore or thereafter issued in accordance
with the terms of this Indenture as though all such Debt Securities had been issued at the date of
the execution hereof.



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



ARTICLE XI

SATISFACTION AND DISCHARGE OF

INDENTURE; DEFEASANCE; UNCLAIMED MONEY




     Section 11.01. Applicability of Article. The provisions of this Article XI relating to either the
satisfaction and discharge or 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.



     Section 11.02. Satisfaction and Discharge of Indenture; Defeasance.



     (a) (i) 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 (ii) 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



48









 







satisfactory
to the Trustee for the giving of notice of redemption, and (1) the Partnership shall irrevocably
deposit with the Trustee as trust funds money, U.S. Government Obligations on a combination thereof
sufficient to pay at Stated 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 Stated Maturity or
Redemption Date, as the case may be, and (2) the Partnership shall deliver to the Trustee a
certificate to the effect described in Section 11.03(b) hereof, and if in the case described in
either of the preceding clauses (i) and (ii) the Partnership shall also pay or cause to be paid all
other sums then due and payable hereunder by the Partnership with respect to the Debt Securities of
such series, then this Indenture shall cease to be of further effect with respect to the Debt
Securities of such series, and the Trustee, on demand of the Partnership accompanied by an
Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Partnership,
shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with
respect to the Debt Securities of such series.



     (b) Subject to Sections 11.02(c), 11.03 and 11.07, the Partnership at any time may terminate,
with respect to Debt Securities of a particular series, all its obligations under the Debt
Securities of such series and this Indenture with respect to the Debt Securities of such series
(“legal defeasance option”) or the operation of (x) any covenant made applicable to such Debt
Securities pursuant to Section 2.03, (y) Sections 6.01(d), (g) and (h) (except to the extent
covenants or agreements referenced in Section 6.01(d) remain applicable) and (z), as they relate to
the Subsidiary Guarantors only, Sections 6.01(e) and (f) (“covenant defeasance option”). If the
Partnership exercises either its legal defeasance option or its covenant defeasance option with
respect to Debt Securities of a particular series that are entitled to the benefit of a Guarantee,
the Guarantee will terminate with respect to that series of Debt Securities and be automatically
released and discharged and any security that may have been granted in respect of such series shall
be automatically released. The Partnership may exercise its legal defeasance option
notwithstanding its prior exercise of its covenant defeasance option.



     If the Partnership exercises its legal defeasance option, payment of the Debt Securities of
the defeased series may not be accelerated because of an Event of Default. If the Partnership
exercises its covenant defeasance option, payment of the Debt Securities of the defeased series may
not be accelerated because of an Event of Default specified in Sections 6.01(d), (g) and (h) and,
with respect to the Subsidiary Guarantors only, Sections 6.01(e) and (f) (except to the extent
covenants or agreements referenced in Section 6.01(d) 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 clauses (a) and (b) above, the Partnership’s obligations in Sections 2.07,
2.09, 4.02, 4.04, 4.05(a), 4.06(a), 5.01, 7.06, 11.05, 11.06 and 11.07 shall survive until the Debt
Securities of the defeased series have been paid in full. Thereafter, the Partnership’s
obligations in Sections 7.06, 11.05 and 11.06 shall survive.



49









 





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



     (a) the Partnership irrevocably deposits in trust with the Trustee money, U.S. Government
Obligations or a combination thereof for the payment of principal of, and premium, if any, and
interest on, the Debt Securities of such series to Stated Maturity or redemption, as the case may
be;



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



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



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



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



     (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 to the effect that, and based thereon such Opinion of
Counsel shall confirm that, the Holders of Debt Securities of such series will not recognize
income, gain or loss for federal income tax purposes as a result of such defeasance and will be
subject to federal income tax on the same amounts, in the same manner and at the same times as
would have been the case if such defeasance had not occurred;



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



50









 





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



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



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



     Section 11.05. Repayment to Partnership. The Trustee and any paying agent shall promptly turn over to the
Partnership upon request any excess money or securities held by them at any time.



     Subject to any applicable abandoned property law, the Trustee and any paying agent shall pay
to the Partnership upon request any money held by them for the payment of principal, premium or
interest that remains unclaimed for two years, and, thereafter, Holders entitled to such money must
look to the Partnership for payment as general creditors.



     Section 11.06. Indemnity for U.S. Government Obligations. The Partnership shall pay and shall indemnify
the Trustee and the Holders against any tax, fee or other charge imposed on or assessed against
deposited U.S. Government Obligations or the principal and interest received on such U.S.
Government Obligations.



     Section 11.07. Reinstatement. If the Trustee or any paying agent is unable to apply any money or U.S.
Government Obligations in accordance with this Article XI by reason of any legal proceeding or by
reason of any order or judgment of any court or government authority enjoining, restraining or
otherwise prohibiting such application, the Partnership’s obligations under this Indenture and the
Debt Securities of the defeased series shall be revived and reinstated as though no deposit had
occurred pursuant to this Article XI until such time as the Trustee or any paying agent is
permitted to apply all such money or U.S. Government Obligations in accordance with this Article
XI.



ARTICLE XII

[RESERVED]




     This Article XII has been intentionally omitted.



ARTICLE XIII

MISCELLANEOUS PROVISIONS




     Section 13.01. Successors and Assigns of Partnership Bound by Indenture. All the covenants, stipulations, promises and agreements in this Indenture contained by or in
behalf of



51









 







the Partnership, the Subsidiary Guarantors or the Trustee shall bind their respective
successors and assigns, whether so expressed or not.



     Section 13.02. Acts of Board, Committee or Officer of Successor Partnership Valid. Any act or proceeding
authorized or required by any provision of this Indenture to be done or performed by any board,
committee or officer of the General Partner on behalf of the Partnership shall and may be done and
performed with like force and effect by the like board, committee or officer of any Successor
Partnership.



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



     If to the Partnership or any of the Subsidiary Guarantors:


Spectra Energy Partners, LP

5400 Westheimer Court

Houston, Texas 77056

Attention: [_________]

Telecopy No. [__________]



If to the Trustee:



Wells Fargo Bank, N.A.

1445 Ross Avenue, 2nd Floor

Dallas, Texas 75202-2812

Attention: Corporate Trust Services

Telecopy No.: (214) 777-4086




     The Partnership, the Subsidiary Guarantors or the Trustee by notice to the others may
designate additional or different addresses for subsequent notices or communications.



     All notices and communications shall be deemed to have been duly given: at the time delivered
by hand, if personally delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; on the first Business Day on or after being sent, if telecopied and the sender
receives confirmation of successful transmission; and the next Business Day after timely delivery
to the courier, if sent by overnight air courier guaranteeing next day delivery.



     Any notice required or permitted to a Holder by the Partnership, the Subsidiary Guarantors or
the Trustee pursuant to the provisions of this Indenture shall be deemed to be properly mailed by
being deposited postage prepaid in a post office letter box in the United States addressed to such
Holder at the address of such Holder as shown on the Debt Security
Register. Any report pursuant to Section 313 of the TIA shall be transmitted in compliance
with subsection (c) therein.



52









 





     Notwithstanding the foregoing, any notice to Holders of Floating Rate Debt Securities
regarding the determination of a periodic rate of interest, if such notice is required pursuant to
Section 2.03, shall be sufficiently given if given in the manner specified pursuant to
Section 2.03.



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



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



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



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



     Section 13.05. Officers’ Certificate and Opinion of Counsel to Be Furnished upon Application or Demand by the
Partnership. Upon any application or demand by the Partnership to the Trustee to take any
action under any of the provisions of this Indenture, the Partnership shall furnish to the Trustee
an Officers’ Certificate stating that all covenants and 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 covenants and conditions precedent have been
complied with, except that in the case of any such application or demand as to which the furnishing
of such document is specifically required by any provision of this Indenture relating to such
particular application or demand, no additional certificate or opinion need be furnished.



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



     Section 13.06. Payments Due on Legal Holidays. In any case where the date of maturity of interest on or
principal of and premium, if any, on the Debt Securities of a series



53









 







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, 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, and no interest shall accrue for the period after such date. If a record
date is not a Business Day, the record date shall not be affected.



     Section 13.07. Provisions Required by TIA to Control. If and to the extent that any provision of this
Indenture limits, qualifies or conflicts with another provision included in this Indenture which is
required to be included in this Indenture by any of Sections 310 to 318, inclusive, of the TIA,
such required provision shall control.



     Section 13.08. Computation of Interest on Debt Securities. Interest, if any, on the Debt Securities shall
be computed on the basis of a 360-day year of twelve 30-day months, except as may otherwise be
provided pursuant to Section 2.03.



     Section 13.09. Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for
action by or a meeting of Holders. The Registrar and any paying agent may make reasonable rules
for their functions.



     Section 13.10. No Recourse Against Others. The partners, directors, officers, employees, incorporators
and members of each of the Partnership and the Subsidiary Guarantors, as such, shall have no
liability for any obligations of the Subsidiary Guarantors or the Partnership under the Debt
Securities, this Indenture or any Guarantee or for any claim based on, in respect of, or by reason
of, such obligations or their creation. By accepting a Debt Security, each Holder shall waive and
release all such liability. The waiver and release shall be part of the consideration for the
issue of the Debt Securities.



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



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



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



ARTICLE XIV

GUARANTEE




     Section 14.01. Unconditional Guarantee.



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



54









 





     (b) For value received, each of the Subsidiary Guarantors hereby fully, unconditionally and
absolutely guarantees (the “Guarantee”) to the Holders and to the Trustee the due and punctual
payment of the principal of, and premium, if any, and interest on the Debt Securities and all other
amounts due and payable under this Indenture and the Debt Securities by the Partnership, when and
as such principal, premium, if any, interest and other amounts shall become due and payable,
whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise,
according to the terms of the Debt Securities and this Indenture, subject to the limitations set
forth in Section 14.03.



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



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



55









 







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



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



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



     Section 14.02. Execution and Delivery of Notation of Guarantee. To further evidence its Guarantee set
forth in Section 14.01, each of the Subsidiary Guarantors hereby agrees that a notation relating to
such Guarantee, substantially in the form attached hereto as Annex A, shall be endorsed on each
Debt Security entitled to the benefits of the Guarantee authenticated and delivered by the Trustee
and executed by either manual or facsimile signature of an officer of such Subsidiary Guarantor, or
in the case of a Subsidiary Guarantor that is a limited partnership, an officer of the general
partner of such Subsidiary Guarantor. Each of the Subsidiary Guarantors hereby agrees that its
Guarantee set forth in Section 14.01 shall remain in full force



56









 







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



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



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



     Section 14.04. Release of Subsidiary Guarantors from Guarantee. 



     (a) Notwithstanding any other provisions of this Indenture, the Guarantee of any Subsidiary
Guarantor may be released upon the terms and subject to the conditions set forth in
Section 11.02(b) and in this Section 14.04. Provided that no Default shall have occurred and
shall be continuing under this Indenture, any Guarantee incurred by a Subsidiary Guarantor pursuant
to this Article XIV shall be unconditionally released and discharged (i) automatically upon (A) any
sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an
Affiliate of the Partnership, of all of the Partnership’s direct or indirect limited liability
company or other equity interests in such Subsidiary Guarantor (provided such sale, exchange or
transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into
the Partnership or any other Subsidiary Guarantor or the liquidation and dissolution of such
Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or
(ii) following delivery of a written notice of such release or discharge by the Partnership to the
Trustee, upon the release or discharge of all guarantees by such Subsidiary Guarantor of any Debt
of the Partnership other than obligations arising under this Indenture and any Debt Securities
issued hereunder, except a discharge or release by or as a result of payment under such guarantees.



     (b) The Trustee shall deliver an appropriate instrument evidencing any release of a Subsidiary
Guarantor from its Guarantee upon receipt of a Partnership Request accompanied by



57









 







an Officers’
Certificate and an Opinion of Counsel to the effect that the Subsidiary Guarantor is entitled to
such release in accordance with the provisions of this Indenture. Any Subsidiary Guarantor not so
released shall remain liable for the full amount of principal of and premium, if any, and interest
on the Debt Securities entitled to the benefits of such Guarantee as provided in this Indenture,
subject to the limitations of Section 14.03.



     (c) If at any time following any release and discharge of the Guarantee of a Subsidiary
Guarantor pursuant to the provisions of clause (ii) of Section 14.04(a) such Subsidiary Guarantor
shall again guarantee any Debt of the Partnership other than obligations arising under this
Indenture and any Debt Securities issued hereunder, thereupon the Partnership shall cause such
Subsidiary Guarantor to execute and deliver to the Trustee an Indenture supplemental hereto, in
form satisfactory to the Trustee, in order to effect its Guarantee once again.



     Section 14.05. Subsidiary Guarantor Contribution. In order to provide for just and equitable contribution
among the Subsidiary Guarantors, the Subsidiary Guarantors hereby agree, inter se, that in the
event any payment or distribution is made by any Subsidiary Guarantor (a “Funding Guarantor”) under
its Guarantee, such Funding Guarantor shall be entitled to a contribution from each other
Subsidiary Guarantor (if any) in a pro rata amount based on the net assets of each Subsidiary
Guarantor (including the Funding Guarantor) for all payments, damages and expenses incurred by that
Funding Guarantor in discharging the Partnership’s obligations with respect to the Debt Securities
or any other Subsidiary Guarantor’s obligations with respect to its Guarantee.



[Remainder of This Page Intentionally Left Blank.]




58









 








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



	 	 	 	 	 	 	 
	 	 	SPECTRA ENERGY PARTNERS, LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	SPECTRA ENERGY PARTNERS (DE)
GP, LP	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	SPECTRA ENERGY PARTNERS GP, LLC


its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	[Subsidiary
Guarantors]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 







59









 




ANNEX A




NOTATION OF GUARANTEE




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



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



	 	 	 	 	 	 	 
	 	 	[Subsidiary Guarantors]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 







A-1